SEC Info - Variable Annuity Account - ‘485BPOS’ on 10/4/07

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Variable Annuity Account – ‘485BPOS’ on 10/4/07 – EX-99.8(Z)

On: Thursday, 10/4/07, at 2:38pm ET · Effective: 10/12/07 · Accession #: 1047469-7-7430 · File #: 333-136242

Previous ‘485BPOS’: ‘485BPOS’ on 10/4/07 · Next: ‘485BPOS’ on 10/4/07 · Latest: ‘485BPOS’ on 4/29/24 · 88 References:

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

10/04/07  Variable Annuity Account          485BPOS    10/12/07   11:983K                                   Merrill Corp/New/FA
          → Variable Annuity Account ⇒ MultiOption Legend

Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Post-Effective Amendment                             258   1.38M 
10: EX-99.10    Miscellaneous Exhibit                                  1      7K 
11: EX-99.13    Miscellaneous Exhibit                                  2     15K 
 7: EX-99.8(AA)  Miscellaneous Exhibit                                29    110K 
 2: EX-99.8(B)(VII)  Miscellaneous Exhibit                             2     11K 
 8: EX-99.8(BB)  Miscellaneous Exhibit                                38    148K 
 3: EX-99.8(G)(VI)  Miscellaneous Exhibit                              3     11K 
 4: EX-99.8(K)(II)  Miscellaneous Exhibit                              2     12K 
 5: EX-99.8(M)(VI)  Miscellaneous Exhibit                              4     14K 
 6: EX-99.8(Z)  Miscellaneous Exhibit                                 43     96K 
 9: EX-99.9     Miscellaneous Exhibit                                  1      9K

EX-99.8(Z) — Miscellaneous Exhibit

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                                                                        Ex.99-8z

                                                                  CLASS B MASTER

 PARTICIPATION AGREEMENT

 AMONG

 MINNESOTA LIFE INSURANCE COMPANY,

SECURIAN FINANCIAL SERVICES, INC.,

 ALLIANCEBERNSTEIN L.P.,

 AND

 ALLIANCEBERNSTEIN INVESTMENTS, INC.

 DATED AS OF

 [___]

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 PARTICIPATION AGREEMENT

THIS AGREEMENT, made and entered into as of the 1ST day of July, 2007 
("Agreement"), by and among Minnesota Life Insurance Company ("Insurer") (on    
behalf of itself and its "Separate Account," defined below); Securian Financial 
Services, Inc., a Minnesota corporation ("Contracts Distributor"), the principal
underwriter with respect to the Contracts referred to below; AllianceBernstein  
L.P., a Delaware limited partnership ("Adviser"), the investment adviser of the 
Fund referred to below; and AllianceBernstein Investments, Inc., a Delaware     
corporation ("Distributor"), the Fund's principal underwriter (collectively, the
"Parties"),                                                                     

WITNESSETH THAT:

   WHEREAS Insurer, the Distributor, and AllianceBernstein Variable Products
Series Fund, Inc. (the "Fund") desire that Class B shares of the Fund's         
Portfolios listed on Schedule A (the "Portfolios"; reference herein to the      
"Fund" includes reference to each Portfolio to the extent the context requires) 
be made available by Distributor to serve as underlying investment media for    
those combination fixed and variable annuity contracts of Insurer that are the  
subject of Insurer's Form N-4 registration statement filed with the Securities  
and Exchange Commission (the "SEC"), (the "Contracts"), listed on Schedule B to 
be offered through Contracts Distributor and other registered broker-dealer     
firms as agreed to by Insurer and Contracts Distributor; and                    

     WHEREAS the Contracts provide for the allocation of net amounts received by
Insurer to separate series (the "Divisions"; reference herein to the "Separate  
Account" includes reference to each Division to the extent the context requires)
of the Separate Account for investment in Class B                               

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shares of corresponding Portfolios of the Fund that are made available through  
the Separate Account to act as underlying investment media,                     

NOW, THEREFORE, in consideration of the mutual benefits and promises  
contained herein, the Fund and Distributor will make Class B shares of the      
Portfolios available to Insurer for this purpose at net asset value and with no 
sales charges, all subject to the following provisions:                         

SECTION 1. ADDITIONAL PORTFOLIOS

   The Fund has and may, from time to time, add additional Portfolios, which
will become subject to this Agreement, if, upon the written consent of each of  
the Parties hereto, they are made available as investment media for the         
Contracts.                                                                      

SECTION 2. PROCESSING TRANSACTIONS

2.1 TIMELY PRICING AND ORDERS.                                        

   The Adviser or its designated agent will provide closing net asset value,
dividend and capital gain information for each Portfolio to Insurer at the close
of trading on each day (a "Business Day") on which (a) the New York Stock       
Exchange is open for regular trading, (b) the Fund calculates the Portfolio's   
net asset value and (c) Insurer is open for business. The Fund or its designated
agent will use its best efforts to provide this information by 6:00 p.m.,       
Eastern time. Insurer will use these data to calculate unit values, which in    
turn will be used to process transactions that receive that same Business Day's 
Separate Account Division's unit values. Such Separate Account processing will  
be done the same evening, and corresponding orders with respect to Fund shares  
will be placed the morning of the following Business Day. Insurer will use its  
best efforts to place such orders with the Fund by 10:00 a.m., Eastern time.    

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2.2 TIMELY PAYMENTS.                                                  

   Insurer will transmit orders for purchases and redemptions of Fund shares
to Distributor, and will wire payment for net purchases to a custodial account  
designated by the Fund on the day the order for Fund shares is placed, to the   
extent practicable. Payment for net redemptions will be wired by the Fund to an 
account designated by Insurer on the same day as the order is placed, to the    
extent practicable, and in any event be made within six calendar days after the 
date the order is placed in order to enable Insurer to pay redemption proceeds  
within the time specified in Section 22(e) of the Investment Company Act of     
1940, as amended (the "1940 Act").                                              

2.3 REDEMPTION IN KIND.                                               

   The Fund reserves the right to pay any portion of a redemption in kind of
portfolio securities, if the Fund's board of directors (the "Board of           
Directors") determines that it would be detrimental to the best interests of    
shareholders to make a redemption wholly in cash.                               

2.4 APPLICABLE PRICE.                                                 

The Parties agree that Portfolio share purchase and redemption orders 
resulting from Contract owner purchase payments, surrenders, partial            
withdrawals, routine withdrawals of charges, or other transactions under        
Contracts will be executed at the net asset values as determined as of the close
of regular trading on the New York Stock Exchange on the Business Day that      
Insurer receives such orders and processes such transactions, which, Insurer    
agrees shall occur not earlier than the Business Day prior to Distributor's     
receipt of the corresponding orders for purchases and redemptions of Portfolio  
shares. For the purposes of this section, Insurer shall be deemed to be the     
agent of the Fund for receipt of such orders from holders or applicants of      
contracts, and receipt by Insurer shall constitute receipt by the Fund. All     
other purchases and redemptions of Portfolio shares                             

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by Insurer, will be effected at the net asset values next computed after receipt
by Distributor of the order therefor, and such orders will be irrevocable.      
Insurer hereby elects to reinvest all dividends and capital gains distributions 
in additional shares of the corresponding Portfolio at the record-date net asset
values until Insurer otherwise notifies the Fund in writing, it being agreed by 
the Parties that the record date and the payment date with respect to any       
dividend or distribution will be the same Business Day.                         

 SECTION 3. COSTS AND EXPENSES

3.1 GENERAL.                                                          

    Except as otherwise specifically provided herein, each Party will bear all
expenses incident to its performance under this Agreement.                      

3.2 REGISTRATION.                                                     

   The Fund will bear the cost of its registering as a management investment
company under the 1940 Act and registering its shares under the Securities Act  
of 1933, as amended (the "1933 Act"), and keeping such registrations current and
effective; including, without limitation, the preparation of and filing with the
SEC of Forms N-SAR and Rule 24f-2 Notices respecting the Fund and its shares and
payment of all applicable registration or filing fees with respect to any of the
foregoing. Insurer will bear the cost of registering the Separate Account as a  
unit investment trust under the 1940 Act and registering units of interest under
the Contracts under the 1933 Act and keeping such registrations current and     
effective; including, without limitation, the preparation and filing with the   
SEC of Forms N-SAR and Rule 24f-2 Notices respecting the Separate Account and   
its units of interest and payment of all applicable registration or filing fees 
with respect to any of the foregoing.                                           

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3.3 OTHER (NON-SALES-RELATED) EXPENSES.                               

    The Fund will bear the costs of preparing, filing with the SEC and setting
for printing the Fund's prospectus, statement of additional information and any 
amendments or supplements thereto (collectively, the "Fund Prospectus"),        
periodic reports to shareholders, Fund proxy material and other shareholder     
communications and any related requests for voting instructions from            
Participants (as defined below). Insurer will bear the costs of preparing,      
filing with the SEC and setting for printing, the Separate Account's prospectus,
statement of additional information and any amendments or supplements thereto   
(collectively, the "Separate Account Prospectus"), any periodic reports to      
owners, annuitants or participants under the Contracts (collectively,           
"Participants"), and other Participant communications. The Fund and Insurer each
will bear the costs of printing in quantity and delivering to existing          
Participants the documents as to which it bears the cost of preparation as set  
forth above in this Section 3.3, it being understood that reasonable cost       
allocations will be made in cases where any such Fund and Insurer documents are 
printed or mailed on a combined or coordinated basis. If REQUESTED by Insurer,  
the Fund will provide annual Prospectus text to Insurer on diskette for printing
and binding with the Separate Account Prospectus.                               

3.4 OTHER SALES-RELATED EXPENSES.                                     

   Expenses of distributing the Portfolio's shares and the Contracts will be
paid by Contracts Distributor or as otherwise determined by Insurer.            

3.5 PARTIES TO COOPERATE.                                             

     The Adviser, Insurer, Contracts Distributor, and Distributor each agrees to
cooperate with the others, as applicable, in arranging to print, mail and/or    
deliver combined or coordinated prospectuses or other materials of the Fund and 
Separate Account.                                                               

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 SECTION 4. LEGAL COMPLIANCE

4.1 TAX LAWS.                                                         

     (a) The Adviser represents that each Portfolio currently qualifies and that
it will make every effort to continue to qualify and to maintain qualification  
of each Portfolio as a regulated investment company ("RIC") under Subchapter M  
of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser  
or Distributor will notify Insurer immediately upon having a reasonable basis   
for believing that a Portfolio has ceased to so qualify or that it might not so 
qualify in the future.                                                          

    (b) Insurer represents that it believes, in good faith, that the Contracts
will be treated as annuity contracts under applicable provisions of the Code and
that it will make every effort to maintain such treatment. Insurer will notify  
the Fund and Distributor immediately upon having a reasonable basis for         
believing that any of the Contracts have ceased to be so treated or that they   
might not be so treated in the future.                                          

(c) The Fund represents that it currently complies with, and will make
every effort to comply with and to maintain each Portfolio's compliance with the
diversification requirements set forth in Section 817(h) of the Code and Section
1.817-5(b) of the regulations under the Code, and the Fund, Adviser or          
Distributor will notify Insurer immediately upon having a reasonable basis for  
believing that a Portfolio has ceased to so comply or that a Portfolio might not
so comply in the future.                                                        

   (d) Insurer represents that it believes, in good faith, that the Separate
Account is a "segregated asset account" and that interests in the Separate      
Account are offered exclusively through                                         

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the purchase of or transfer into a "variable contract," within the meaning of   
such terms under Section 817(h) of the Code and the regulations thereunder.     
Insurer will make every effort to continue to meet such definitional            
requirements, and it will notify the Fund and Distributor immediately upon      
having a reasonable basis for believing that such requirements have ceased to be
met or that they might not be met in the future.                                

     (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter
M of the Code and will make every effort to manage to be in compliance with     
Section 817(h) of the Code and regulations thereunder. The Fund represents that 
it has adopted and will maintain procedures for ensuring that the Fund is       
managed in compliance with Subchapter M and Section 817(h) and regulations      
thereunder.                                                                     

     (f) Should the Distributor or Adviser become aware of a failure of Fund, or
any of its Portfolios, to be in compliance with Subchapter M of the Code or     
Section 817(h) of the Code and regulations thereunder, they represent and agree 
that they will immediately notify Insurer of such in writing.                   

4.2 INSURANCE AND CERTAIN OTHER LAWS.                                 

(a) The Fund makes no representation as to whether any aspect of its  
operations (including, but not limited to, fees and expenses and investment     
policies) complies with the insurance laws or regulations of the various states 
except that the Fund represents that the Fund's investment policies, fees and   
expenses are and shall at all times remain in compliance with the laws of the   
State of Minnesota and the Fund, the Adviser and the Distributor represent that 
their respective operations                                                     

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are and shall at all times remain in material compliance with the laws of the   
State of Minnesota to the extent required to perform this Agreement.            

 (b) Insurer represents and warrants that (i) it is an insurance company
duly organized, validly existing and in good standing under the laws of the     
State of Minnesota and has full corporate power, authority and legal right to   
execute, deliver and perform its duties and comply with its obligations under   
this Agreement, (ii) it has legally and validly established and maintains the   
Separate Account as a segregated asset account under Minnesota statute Section  
61A.14, and (iii) the Contracts comply in all material respects with all other  
applicable federal and state laws and regulations.                              

    (c) Contracts Distributor represent and warrant that Contracts Distributor
is a business corporation duly organized, validly existing, and in good standing
under the laws of the State of Minnesota and has full corporate power, authority
and legal right to execute, deliver, and perform its duties and comply with its 
obligations under this Agreement.                                               

   (d) Distributor represents and warrants that it is a business corporation
duly organized, validly existing, and in good standing under the laws of the    
State of Delaware and that it has full corporate power, authority and legal     
right to execute, deliver, and perform its duties and comply with its           
obligations under this Agreement. The Distributor further represents that it    
will sell and distribute the Fund shares in accordance with the laws of the     
Commonwealth of Massachusetts and all applicable state and federal securities   
laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act.

     (e) Distributor represents and warrants that the Fund is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Maryland and has full power,                                                    

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authority, and legal right to execute, deliver, and perform its duties and      
comply with its obligations under this Agreement.                               

    (f) Adviser represents and warrants that it is a limited partnership, duly
organized, validly existing and in good standing under the laws of the State of 
Delaware and has full power, authority, and legal right to execute, deliver, and
perform its duties and comply with its obligations under this Agreement.        

  (g) The Fund, Adviser, and Distributor represent and warrant that all of
their directors, officers, employees, investment advisers, and other            
individuals/entities dealing with the money and/or securities of the Fund are   
and shall continue to be at all times covered by a blanket fidelity bond or     
similar coverage for the benefit of the Fund in an amount not less than the     
minimal coverage as required currently by Rule 17g-(1) or the 1940 Act of       
related provisions as may be promulgated from time to time. The aforesaid Bond  
shall include coverage for larceny and embezzlement and shall be issued by a    
reputable bonding company.                                                      

4.3 SECURITIES LAWS.                                                  

(a) Insurer represents and warrants that (i) interests in the Separate
Account pursuant to the Contracts will be registered under the 1933 Act to the  
extent required by the 1933 Act and the Contracts will be duly authorized for   
issuance and sold in compliance with Minnesota law, (ii) the Separate Account is
and will remain registered under the 1940 Act to the extent required by the 1940
Act, (iii) the Separate Account does and will comply in all material respects   
with the requirements of the 1940 Act and the rules thereunder, (iv) the        
Separate Account's 1933 Act registration statement relating to the Contracts,   
together with any amendments thereto, will, at all times comply in all          

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material respects with the requirements of the 1933 Act and the rules           
thereunder, and (v) the Separate Account Prospectus will at all times comply in 
all material respects with the requirements of the 1933 Act and the rules       
thereunder.                                                                     

   (b) The Fund, Adviser and Distributor represent and warrant that (i) Fund
shares sold pursuant to this Agreement will be registered under the 1933 Act to 
the extent required by the 1933 Act and duly authorized for issuance and sold in
compliance with Maryland law, and any other applicable state law (ii) the Fund  
is and will remain registered under the 1940 Act to the extent required by the  
1940 Act, (iii) the Fund will amend the registration statement for its shares   
under the 1933 Act and itself under the 1940 Act from time to time as required  
in order to effect the continuous offering of its shares, (iv) the Fund does and
will comply in all material respects with the requirements of the 1940 Act and  
the rules thereunder, (v) the Fund's 1933 Act registration statement, together  
with any amendments thereto, will at all times comply in all material respects  
with the requirements of the 1933 Act and rules thereunder, and (vi) the Fund   
Prospectus will at all times comply in all material respects with the           
requirements of the 1933 Act and the rules thereunder.                          

  (c) The Fund will register and qualify its shares for sale in accordance
with the laws of any state or other jurisdiction as required by applicable law. 

(d) Distributor represents and warrants that it is registered as a    
broker-dealer with the SEC under the Securities Exchange Act of 1934, as        
amended, and is a member in good standing of the National Association of        
Securities Dealers Inc. (the "NASD"). The Distributor further represents that it
will sell and distribute the Fund shares in accordance with the laws of the     
Commonwealth of                                                                 

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Massachusetts and all applicable state and federal securities laws, including   
without limitation the 1933 Act, the 1934 Act, and the 1940 Act.                

     (e) Contract Distributor represents and warrants that it is registered as a
broker-dealer with the SEC under the Securities Exchange Act of 1934, as        
amended, and is a member in good standing of the National Association of        
Securities Dealers Inc. (the "NASD").                                           

4.4 NOTICE OF CERTAIN PROCEEDINGS AND OTHER CIRCUMSTANCES.            

 (a) Distributor or the Fund shall immediately notify Insurer of (i) the
issuance by any court or regulatory body of any stop order, cease and desist    
order, or other similar order with respect to the Fund's registration statement 
under the 1933 Act or the Fund Prospectus, (ii) any request by the SEC for any  
amendment to such registration statement or Fund Prospectus, (iii) the          
initiation of any proceedings for that purpose or for any other purpose relating
to the registration or offering of the Fund's shares, or (iv) any other action  
or circumstances that may prevent the lawful offer or sale of Fund shares in any
state or jurisdiction, including, without limitation, any circumstances in which
(x) the Fund's shares are not registered and, in all material respects, issued  
and sold in accordance with applicable state and federal law or (y) such law    
precludes the use of such shares as an underlying investment medium of the      
Contracts issued or to be issued by Insurer. Distributor and the Fund will make 
every reasonable effort to prevent the issuance of any such stop order, cease   
and desist order or similar order and, if any such order is issued, to obtain   
the lifting thereof at the earliest possible time.                              

    (b) Insurer and Contracts Distributor shall immediately notify the Fund of
(i) the issuance by any court or regulatory body of any stop order, cease and   
desist order or similar order with respect to the Separate Account's            
registration statement under the 1933 Act relating to the Contracts or the      

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Separate Account Prospectus, (ii) any request by the SEC for any amendment to   
such registration statement or Separate Account Prospectus, (iii) the initiation
of any proceedings for that purpose or for any other purpose relating to the    
registration or offering of the Separate Account interests pursuant to the      
Contracts, or (iv) any other action or circumstances that may prevent the lawful
offer or sale of said interests in any state or jurisdiction, including, without
limitation, any circumstances in which said interests are not registered and, in
all material respects, issued and sold in accordance with applicable state and  
federal law. Insurer and Contracts Distributor will make every reasonable effort
to prevent the issuance of any such stop order, cease and desist order or       
similar order and, if any such order is issued, to obtain the lifting thereof at
the earliest possible time.                                                     

4.5 INSURER TO PROVIDE DOCUMENTS.                                     

     Upon written request, Insurer will provide the Fund and the Distributor one
complete copy of SEC registration statements, Separate Account Prospectuses,    
reports, any preliminary and final voting instruction solicitation material,    
applications for exemptions, requests for no-action letters, and amendments to  
any of the above, that relate to the Separate Account or the Contracts,         
contemporaneously with the filing of such document with the SEC or other        
regulatory authorities.                                                         

4.6 FUND TO PROVIDE DOCUMENTS.                                        

     Upon written request, the Fund will provide to Insurer one complete copy of
SEC registration statements, Fund Prospectuses, reports, any preliminary and    
final proxy material, applications for exemptions, requests for no-action       
letters, and all amendments to any of the above, that relate to the Fund or its 
shares, contemporaneously with the filing of such document with the SEC or other
regulatory authorities.                                                         

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4.7 MARKET TIMING                                                     

The Company agrees that it will take any and all actions reasonably   
necessary to ensure the compliance by Contractowners with the Fund's policies   
prohibiting "market timing," as set forth in the Fund's current prospectus. In  
the event that it should come to the Company's attention that any Contractowner 
is engaging in a pattern of purchases, redemptions and/or exchanges of shares of
a Fund that may evidence "market timing," the Company shall notify the          
Distributor of such pattern. The Company agrees to cooperate fully with the     
Distributor for the purpose of preventing "market timing," and will upon request
furnish to the Distributor such information as Distributor may consider         
necessary or desirable to review the possible existence and extent of "market   
timing" by any Contractowner. The Company will take any and all such actions as 
the Distributor may reasonably request in order to terminate any pattern of     
trading that the Distributor considers to be "market timing," including, without
limitation, refusing the orders of any Contractowner to purchase or exchange    
shares of the Fund.                                                             

 SECTION 5. MIXED AND SHARED FUNDING

5.1 GENERAL.                                                          

     The Fund has obtained an order (File No.________) exempting it from certain
provisions of the 1940 Act and rules thereunder so that the Fund is available   
for investment by certain other entities, including, without limitation,        
separate accounts funding variable life insurance policies and separate accounts
of insurance companies unaffiliated with Insurer ("Mixed and Shared Funding     
Order"). The Parties recognize that the SEC has imposed terms and conditions for
such orders that are substantially identical to many of the provisions of this  
Section 5.                                                                      

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5.2 DISINTERESTED DIRECTORS.                                          

   The Fund agrees that its Board of Directors shall at all times consist of
directors a majority of whom (the "Disinterested Directors") are not interested 
persons of Adviser or Distributor within the meaning of Section 2(a)(19) of the 
1940 Act.                                                                       

5.3 MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS.                 

    The Fund agrees that its Board of Directors will monitor for the existence
of any material irreconcilable conflict between the interests of the            
participants in all separate accounts of life insurance companies utilizing the 
Fund, including the Separate Account. Insurer agrees to inform the Board of     
Directors of the Fund of the existence of or any potential for any such material
irreconcilable conflict of which it is aware. The concept of a "material        
irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder,
but the Parties recognize that such a conflict may arise for a variety of       
reasons, including, without limitation:                                         

(a) an action by any state insurance or other regulatory authority;   

  (b) a change in applicable federal or state insurance, tax or securities
laws or regulations, or a public ruling, private letter ruling, no-action or    
interpretative letter, or any similar action by insurance, tax or securities    
regulatory authorities;                                                         

(c) an administrative or judicial decision in any relevant proceeding;

     (d) the manner in which the investments of any Portfolio are being managed;

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    (e) a difference in voting instructions given by variable annuity contract
and variable life insurance contract participants or by participants of         
different life insurance companies utilizing the Fund; or                       

    (f) a decision by a life insurance company utilizing the Fund to disregard
the voting instructions of participants.                                        

Insurer will assist the Board of Directors in carrying out its        
responsibilities by providing the Board of Directors with all information       
reasonably necessary for the Board of Directors to consider any issue raised,   
including information as to a decision by Insurer to disregard voting           
instructions of Participants.                                                   

5.4 CONFLICT REMEDIES.                                                

   (a) It is agreed that if it is determined by a majority of the members of
the Board of Directors or a majority of the Disinterested Directors that a      
material irreconcilable conflict exists, Insurer and the other life insurance   
companies utilizing the Fund will, at their own expense and to the extent       
reasonably practicable (as determined by a majority of the Disinterested        
Directors), take whatever steps are necessary to remedy or eliminate the        
material irreconcilable conflict, which steps may include, but are not limited  
to:                                                                             

(i)  withdrawing the assets allocable to some or all of the separate  
          accounts from the Fund or any Portfolio and reinvesting such assets in
     a different investment medium, including another Portfolio of the
       Fund, or submitting the question whether such segregation should be
implemented to a vote of all affected participants and, as  
      appropriate, segregating the assets of any particular group (e.g.,
annuity contract                                            

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          owners or participants, life insurance contract owners or all contract
   owners and participants of one or more life insurance companies
   utilizing the Fund) that votes in favor of such segregation, or
          offering to the affected contract owners or participants the option of
making such a change; and                                   

   (ii) establishing a new registered investment company of the type defined
      as a "Management Company" in Section 4(3) of the 1940 Act or a new
separate account that is operated as a Management Company.  

 (b) If the material irreconcilable conflict arises because of Insurer's
decision to disregard Participant voting instructions and that decision         
represents a minority position or would preclude a majority vote, Insurer may be
required, at the Fund's election, to withdraw the Separate Account's investment 
in the Fund. No charge or penalty will be imposed as a result of such           
withdrawal. Any such withdrawal must take place within six months after the Fund
gives notice to Insurer that this provision is being implemented, and until such
withdrawal Distributor and the Fund shall continue to accept and implement      
orders by Insurer for the purchase and redemption of shares of the Fund.        

     (c) If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to Insurer conflicts with the majority
of other state regulators, then Insurer will withdraw the Separate Account's    
investment in the Fund within six months after the Fund's Board of Directors    
informs Insurer that it has determined that such decision has created a material
irreconcilable conflict, and until such withdrawal Distributor and Fund shall   
continue to accept and implement orders by Insurer for the purchase and         
redemption of shares of the Fund.                                               

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  (d) Insurer agrees that any remedial action taken by it in resolving any
material irreconcilable conflict will be carried out at its expense and with a  
view only to the interests of Participants.                                     

 (e) For purposes hereof, a majority of the Disinterested Directors will
determine whether or not any proposed action adequately remedies any material   
irreconcilable conflict. In no event, however, will the Fund or Distributor be  
required to establish a new funding medium for any Contracts. Insurer will not  
be required by the terms hereof to establish a new funding medium for any       
Contracts if an offer to do so has been declined by vote of a majority of       
Participants materially adversely affected by the material irreconcilable       
conflict.                                                                       

5.5 NOTICE TO INSURER.                                                

The Fund will promptly make known in writing to Insurer the Board of  
Directors' determination of the existence of a material irreconcilable conflict,
a description of the facts that give rise to such conflict and the implications 
of such conflict.                                                               

5.6 INFORMATION REQUESTED BY BOARD OF DIRECTORS.                      

The Insurer, if requested in writing by the Fund, and the Fund will at
least annually submit to the Board of Directors of the Fund such reports,       
materials or data as the Board of Directors may reasonably request so that the  
Board of Directors may fully carry out the obligations imposed upon it by the   
provisions hereof, and said reports, materials and data will be submitted at any
reasonable time deemed appropriate by the Board of Directors. All reports       
received by the Board of Directors of potential or existing conflicts, and all  
Board of Directors actions with regard to determining the existence of a        
conflict, notifying life insurance companies utilizing the Fund of a conflict,  
and                                                                             

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determining whether any proposed action adequately remedies a conflict, will be 
properly recorded in the minutes of the Board of Directors or other appropriate 
records, and such minutes or other records will be made available to the SEC    
upon request.                                                                   

5.7 COMPLIANCE WITH SEC RULES.                                        

  If, at any time during which the Fund is serving as an investment medium
for variable life insurance policies, 1940 Act Rules 6e-3(T) or, if applicable, 
6e-2 are amended or Rule 6e-3 is adopted to provide exemptive relief with       
respect to mixed and shared funding, the Parties agree that they will comply    
with the terms and conditions thereof and that the terms of this Section 5 shall
be deemed modified if and only to the extent required in order also to comply   
with the terms and conditions of such exemptive relief that is afforded by any  
of said rules that are applicable.                                              

SECTION 6. TERMINATION

6.1 EVENTS OF TERMINATION.                                            

Subject to Section 6.4 below, this Agreement will terminate as to a   
Portfolio:                                                                      

(a) at the option of Insurer or Distributor upon at least six months  
advance written notice to the other Parties, or                                 

    (b) at the option of the Fund upon (i) at least sixty days advance written
notice to the other parties, and (ii) approval by (x) a majority of the         
disinterested Directors upon a finding that a continuation of this Contract is  
contrary to the best interests of the Fund, or (y) a majority vote of the shares
of the affected Portfolio in the corresponding Division of the Separate Account 
(pursuant to the procedures set forth in Section 10 of this Agreement for voting
Trust shares in accordance with Participant instructions).                      

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(c) at the option of the Fund upon institution of formal proceedings  
against Insurer or Contracts Distributor by the NASD, the SEC, any state        
insurance regulator or any other regulatory body regarding Insurer's obligations
under this Agreement or related to the sale of the Contracts, the operation of  
the Separate Account, or the purchase of the Fund shares, if, in each case, the 
Fund reasonably determines that such proceedings, or the facts on which such    
proceedings would be based, have a material likelihood of imposing material     
adverse consequences on the Portfolio to be terminated; or                      

     (d) at the option of Insurer upon institution of formal proceedings against
the Fund, Adviser, or Distributor by the NASD, the SEC, or any state insurance  
regulator or any other regulatory body regarding the Fund's, Adviser's or       
Distributor's obligations under this Agreement or related to the operation or   
management of the Fund or the purchase of Fund shares, if, in each case, Insurer
reasonably determines that such proceedings, or the facts on which such         
proceedings would be based, have a material likelihood of imposing material     
adverse consequences on Insurer, Contracts Distributor or the Division          
corresponding to the Portfolio to be terminated; or                             

     (e) at the option of any Party in the event that (i) the Portfolio's shares
are not registered and, in all material respects, issued and sold in accordance 
with any applicable state and federal law or (ii) such law precludes the use of 
such shares as an underlying investment medium of the Contracts issued or to be 
issued by Insurer; or                                                           

(f) upon termination of the corresponding Division's investment in the
Portfolio pursuant to Section 5 hereof; or                                      

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  (g) at the option of Insurer if the Portfolio ceases to qualify as a RIC
under Subchapter M of the Code or under successor or similar provisions; or     

    (h) at the option of Insurer if the Portfolio fails to comply with Section
817(h) of the Code or with successor or similar provisions; or                  

     (i) at the option of Insurer if Insurer reasonably believes that any change
in a Fund's investment adviser or investment practices will materially increase 
the risks incurred by Insurer.                                                  

6.2 FUNDS TO REMAIN AVAILABLE.                                        

  Except (i) as necessary to implement Participant-initiated transactions,
(ii) as required by state insurance laws or regulations, (iii) as required      
pursuant to Section 5 of this Agreement, or (iv) with respect to any Portfolio  
as to which this Agreement has terminated, Insurer shall not (x) redeem Fund    
shares attributable to the Contracts, or (y) prevent Participants from          
allocating payments to or transferring amounts from a Portfolio that was        
otherwise available under the Contracts, until, in either case, 90 calendar days
after Insurer shall have notified the Fund or Distributor of its intention to do
so.                                                                             

6.3 SURVIVAL OF WARRANTIES AND INDEMNIFICATIONS.                      

  All warranties and indemnifications will survive the termination of this
Agreement.                                                                      

6.4 CONTINUANCE OF AGREEMENT FOR CERTAIN PURPOSES.                    

  Notwithstanding any termination of this Agreement, the Distributor shall
continue to make available shares of the Portfolios pursuant to the terms and   
conditions of this Agreement, for all Contracts in effect on the effective date 
of termination of this Agreement (the "Existing Contracts"),                    

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except as otherwise provided under Section 5 of this Agreement. Specifically,   
and without limitation, the Distributor shall facilitate the sale and purchase  
of shares of the Portfolios as necessary in order to process premium payments,  
surrenders and other withdrawals, and transfers or reallocations of values under
Existing Contracts.                                                             

 SECTION 7. ASSIGNMENT

  This Agreement may not be assigned by any Party, except with the written
consent of each other Party.                                                    

SECTION 8. CLASS B DISTRIBUTION PAYMENTS

 From time to time during the term of this Agreement the Distributor may
make payments to the Contracts Distributor pursuant to a distribution plan      
adopted by the Fund with respect to the Class B shares of the Portfolios        
pursuant to Rule 12b-1 under the 1940 Act (the "Rule 12b-1 Plan) in             
consideration of the Contracts Distributor's furnishing distribution services   
relating to the Class B shares of the Portfolios and providing administrative,  
accounting and other services, including personal service and/or the maintenance
of Participant accounts, with respect to such shares. The Distributor has no    
obligation to make any such payments, and the Contracts Distributor waives any  
such payment, until the Distributor receives monies therefor from the Fund. Any 
such payments made pursuant to this Section 8 shall be subject to the following 
terms and conditions:                                                           

    (a) Any such payments shall be in such amounts as the Distributor may from
time to time advise the Contracts Distributor in writing but in any event not in
excess of the amounts permitted by the Rule 12b-1 Plan. Such payments may       
include a service fee in the amount of .25 of 1% per annum of the average daily 
net assets of the Fund attributable to the Class B shares of a                  

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Portfolio held by clients of the Contracts Distributor. Any such service fee    
shall be paid solely for personal service and/or the maintenance of Contract    
Owner's accounts.                                                               

   (b) The provisions of this Section 8 relate to a plan adopted by the Fund
pursuant to Rule 12b-1. In accordance with Rule 12b-1, any person authorized to 
direct the disposition of monies paid or payable by the Fund pursuant to this   
Section 8 shall provide the Fund's Board of Directors, and the Directors shall  
review, at least quarterly, a written report of the amounts so expended and the 
purposes for which such expenditures were made.                                 

  (c) The provisions of this Section 8 shall remain in effect for not more
than a year and thereafter for successive annual periods only so long as such   
continuance is specifically approved at least annually in conformity with Rule  
12b-1 and the 1940 Act. The provisions of this Section 8 shall automatically    
terminate in the event of the assignment (as defined by the 1940 Act) of this   
Agreement, in the event the Rule 12b-1 Plan terminates or is not continued or in
the event this Agreement terminates or ceases to remain in effect. In addition, 
the provisions of this Section 8 may be terminated at any time, without penalty,
by either the Distributor or the Contracts Distributor with respect to any      
Portfolio on not more than 60 days' nor less than 30 days' written notice       
delivered or mailed by registered mail, postage prepaid, to the other party.    

SECTION 9. NOTICES

   Notices and communications required or permitted by Section 2 hereof will
be given by means mutually acceptable to the Parties concerned. Each other      
notice or communication required or permitted by this Agreement will be given to
the following persons at the following addresses                                

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and facsimile numbers, or such other persons, addresses or facsimile numbers as 
the Party receiving such notices or communications may subsequently direct in   
writing:                                                                        

                                          Minnesota Life Insurance Company
                                 400 Robert Street North
                                 St. Paul, MN 55101-2098
                                    Attn: Vice President - Law

                                          Securian Financial Services Inc.
                                 400 Robert Street North
                                 St. Paul, MN 55101-2098
                                       Attn: Chief Executive Officer

                                             AllianceBernstein Investments, Inc.
                                     1345 Avenue of the Americas
                           New York NY 10105
                                Attn.: Emilie D. Wrapp
                             FAX: (212) 969-2290

                                AllianceBernstein L.P.
                                     1345 Avenue of the Americas
                           New York NY 10105
                              Attn: Mark R. Manley
                             FAX: (212) 969-2290

 SECTION 10. VOTING PROCEDURES

  Subject to the cost allocation procedures set forth in Section 3 hereof,
Insurer will distribute all proxy material furnished by the Fund to Participants
and will vote Fund shares in accordance with instructions received from         
Participants. Insurer will vote Fund shares that are (a) not attributable to    
Participants or (b) attributable to Participants, but for which no instructions 
have been received, in the same proportion as Fund shares for which said        
instructions have been received from Participants. Insurer agrees that it will  
disregard Participant voting instructions only to the extent it would be        
permitted to do so pursuant to Rule 6e-3 (T)(b)(15)(iii) under the 1940 Act if  
the Contracts                                                                   

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were variable life insurance policies subject to that rule. Other participating 
life insurance companies utilizing the Fund will be responsible for calculating 
voting privileges in a manner consistent with that of Insurer, as prescribed by 
this Section 10.                                                                

 SECTION 11. FOREIGN TAX CREDITS

The Adviser agrees to consult in advance with Insurer concerning any  
decision to elect or not to elect pursuant to Section 853 of the Code to pass   
through the benefit of any foreign tax credits to the Fund's shareholders.      

 SECTION 12. INDEMNIFICATION

12.1 INDEMNIFICATION OF FUND, DISTRIBUTOR AND ADVISER BY INSURER.     

   (a) Except to the extent provided in Sections 12.1(b) and 12.1(c), below,
Insurer agrees to indemnify and hold harmless the Fund, Distributor and Adviser,
each of their directors and officers, and each person, if any, who controls the 
Fund, Distributor or Adviser within the meaning of Section 14 of the 1933 Act   
(collectively, the "Indemnified Parties" for purposes of this Section 12. 1)    
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of Insurer) or actions in respect thereof
(including, to the extent reasonable, legal and other expenses), to which the   
Indemnified Parties may become subject under any statute, regulation, at common 
law or otherwise, insofar as such losses, claims, damages, liabilities or       
actions are related to the sale, acquisition, or holding of the Fund's shares   
and:                                                                            

     (i)   arise out of or are based upon any untrue statement or alleged untrue
        statement of any material fact contained in the Separate Account's
           1933 Act registration statement, the Separate Account Prospectus, the
Contracts or, to the extent prepared                      

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          by Insurer or Contracts Distributor, sales literature or advertising
     for the Contracts (or any amendment or supplement to any of the
       foregoing), or arise out of or are based upon the omission or the
      alleged omission to state therein a material fact required to be
    stated therein or necessary to make the statements therein not
           misleading; provided that this agreement to indemnify shall not apply
       as to any Indemnified Party if such statement or omission or such
    alleged statement or omission was made in reliance upon and in
   conformity with information furnished to Insurer or Contracts
         Distributor by or on behalf of the Fund, Distributor or Adviser for
        use in the Separate Account's 1933 Act registration statement, the
        Separate Account Prospectus, the Contracts, or sales literature or
           advertising (or any amendment or supplement to any of the foregoing);
or                                                        

(ii)  arise out of or as a result of any other statements or          
         representations (other than statements or representations contained
           in the Fund's 1933 Act registration statement, Fund Prospectus, sales
           literature or advertising of the Fund, or any amendment or supplement
           to any of the foregoing, not supplied for use therein by or on behalf
     of Insurer or Contracts Distributor) or the unlawful conduct of
     Insurer or Contracts Distributor or persons under their control
     (including, without limitation, their employees and "Associated
        Persons," as that term is defined in paragraph (m) of Article I of
         the NASD's By-Laws), in connection with the sale or distribution of
the Contracts or Fund shares; or                          

     (iii) arise out of or are based upon any untrue statement or alleged untrue
     statement of any material fact contained in the Fund's 1933 Act
registration statement, Fund                              

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     Prospectus, sales literature or advertising of the Fund, or any
         amendment or supplement to any of the foregoing, or the omission or
      alleged omission to state therein a material fact required to be
    stated therein or necessary to make the statements therein not
          misleading if such a statement or omission was made in reliance upon
          and in conformity with information furnished to the Fund, Adviser or
         Distributor by or on behalf of Insurer or Contracts Distributor for
         use in the Fund's 1933 Act registration statement, Fund Prospectus,
      sales literature or advertising of the Fund, or any amendment or
supplement to any of the foregoing; or                    

    (iv)  arise as a result of any failure by Insurer or Contracts Distributor
      to perform the obligations, provide the services and furnish the
   materials required of them under the terms of this Agreement.

     (v)   arise out of or result from any material breach of any representation
         and/or warranty made by the Insurer in this Agreement or arise from
any other material breach of this Agreement by Insurer.   

     (b) Insurer shall not be liable under this Section 12.1 with respect to any
losses, claims, damages, liabilities or actions to which an Indemnified Party   
would otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance by that Indemnified Party of its duties or by     
reason of that Indemnified Party's reckless disregard of obligations or duties  
under this Agreement or to Distributor or to the Fund.                          

     (c) Insurer shall not be liable under this Section 12.1 with respect to any
action against an Indemnified Party unless the Fund, Distributor or Adviser     
shall have notified Insurer in writing within                                   

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a reasonable time after the summons or other first legal process giving         
information of the nature of the action shall have been served upon such        
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify Insurer of any such
action shall not relieve Insurer from any liability which it may have to the    
Indemnified Party against whom such action is brought otherwise than on account 
of this Section 12. 1. In case any such action is brought against an Indemnified
Party, Insurer shall be entitled to participate, at its own expense, in the     
defense of such action. Insurer also shall be entitled to assume the defense    
thereof, with counsel approved by the Indemnified Party named in the action,    
which approval shall not be unreasonably withheld. After notice from Insurer to 
such Indemnified Party of Insurer's election to assume the defense thereof, the 
Indemnified Party will cooperate fully with Insurer and shall bear the fees and 
expenses of any additional counsel retained by it, and Insurer will not be      
liable to such Indemnified Party under this Agreement for any legal or other    
expenses subsequently incurred by such Indemnified Party independently in       
connection with the defense thereof, other than reasonable costs of             
investigation.                                                                  

12.2 INDEMNIFICATION OF INSURER AND CONTRACTS DISTRIBUTOR BY ADVISER. 

   (a) Except to the extent provided in Sections 12.2(d) and 12.2(e), below,
Adviser agrees to indemnify and hold harmless Insurer and Contracts Distributor,
each of their directors and officers, and each person, if any, who controls     
Insurer or Contracts Distributor within the meaning of Section 14 of the 1933   
Act (collectively, the "Indemnified Parties" for purposes of this Section 12.2) 
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of Adviser) or actions in respect thereof
(including, to the extent reasonable, legal and other expenses) to which the    
Indemnified Parties may become subject under any statute, at common law or      

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otherwise, insofar as such losses, claims, damages, liabilities or actions are  
related to the sale, acquisition, or holding of the Fund's shares and:          

     (i)   arise out of or are based upon any untrue statement or alleged untrue
     statement of any material fact contained in the Fund's 1933 Act
  registration statement, Fund Prospectus, sales literature or
          advertising of the Fund or, to the extent not prepared by Insurer or
    Contracts Distributor, sales literature or advertising for the
         Contracts (or any amendment or supplement to any of the foregoing),
   or arise out of or are based upon the omission or the alleged
     omission to state therein a material fact required to be stated
         therein or necessary to make the statements therein not misleading;
         provided that this agreement to indemnify shall not apply as to any
     Indemnified Party if such statement or omission or such alleged
       statement or omission was made in reliance upon and in conformity
          with information furnished to Distributor, Adviser or the Fund by or
         on behalf of Insurer or Contracts Distributor for use in the Fund's
   1933 Act registration statement, Fund Prospectus, or in sales
         literature or advertising (or any amendment or supplement to any of
the foregoing); or                                        

(ii)  arise out of or as a result of any other statements or          
         representations (other than statements or representations contained
         in the Separate Account's 1933 Act registration statement, Separate
 Account Prospectus, sales literature or advertising for the
        Contracts, or any amendment or supplement to any of the foregoing,
           not supplied for use therein by or on behalf of Distributor, Adviser,
    or the Fund) or the unlawful conduct of the Fund, Distributor,
Adviser or persons under their control (including, without
          limitation, their employees and "Associated Persons" as that term is
defined                                                   

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         in paragraph (m) of Article I of the NASD's by-laws), in connection
       with the sale or distribution of the Contracts or Fund shares; or

     (iii) arise out of or are based upon any untrue statement or alleged untrue
        statement of any material fact contained in the Separate Account's
         1933 Act registration statement, Separate Account Prospectus, sales
           literature or advertising covering the Contracts, or any amendment or
    supplement to any of the foregoing, or the omission or alleged
     omission to state therein a material fact required to be stated
         therein or necessary to make the statements therein not misleading,
    if such statement or omission was made in reliance upon and in
   conformity with information furnished to Insurer or Contracts
         Distributor by or on behalf of the Fund, Distributor or Adviser for
    use in the Separate Account's 1933 Act registration statement,
           Separate Account Prospectus, sales literature or advertising covering
 the Contracts, or any amendment or supplement to any of the
foregoing; or                                             

    (iv)  arise as a result of any failure by the Fund, Adviser or Distributor
      to perform the obligations, provide the services and furnish the
   materials required of them under the terms of this Agreement;

     (v)   arise out of or result from any material breach of any representation
          and/or warranty made by the Adviser, Distributor and/or Fund in this
         Agreement or arise from any other material breach of this Agreement
by Adviser, Distributor or Fund.                          

   (b) Except to the extent provided in Sections 12.2(d) and 12.2(e) hereof,
Adviser agrees to indemnify and hold harmless the Indemnified Parties from and  
against any and all losses, claims,                                             

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damages, liabilities (including amounts paid in settlement thereof with, except 
as set forth in Section 12.2(c) below, the written consent of Adviser) or       
actions in respect thereof (including, to the extent reasonable, legal and other
expenses) to which the Indemnified Parties may become subject directly or       
indirectly under any statute, at common law or otherwise, insofar as such       
losses, claims, damages, liabilities or actions directly or indirectly result   
from or arise out of the failure of any Portfolio to operate as a regulated     
investment company in compliance with (i) Subchapter M of the Code and          
regulations thereunder and (ii) Section 817(h) of the Code and regulations      
thereunder (except to the extent that such failure is caused by Insurer),       
including, without limitation, any income taxes and related penalties,          
rescission charges, liability under state law to Contract owners or Participants
asserting liability against Insurer or Contracts Distributor pursuant to the    
Contracts, the costs of any ruling and closing agreement or other settlement    
with the Internal Revenue Service, and the cost of any substitution by Insurer  
of shares of another investment company or portfolio for those of any adversely 
affected Portfolio as a funding medium for the Separate Account that Insurer    
deems necessary or appropriate as a result of the noncompliance.                

 (c) The written consent of Adviser referred to in Section 12.2(b) above
shall not be required with respect to amounts paid in connection with any ruling
and closing agreement or other settlement with the Internal Revenue Service.    

     (d) Adviser shall not be liable under this Section 12.2 with respect to any
losses, claims; damages, liabilities or actions to which an Indemnified Party   
would otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance by that Indemnified Party of its duties or by     
reason of such Indemnified Party's reckless disregard of its obligations and    
duties under this Agreement or to Insurer, Contracts Distributor or the Separate
Account.                                                                        

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     (e) Adviser shall not be liable under this Section 12.2 with respect to any
action against an Indemnified Party unless Insurer or Contracts Distributor     
shall have notified Adviser in writing within a reasonable time after the       
summons or other first legal process giving information of the nature of the    
action shall have been served upon such Indemnified Party (or after such        
Indemnified Party shall have received notice of such service on any designated  
agent), but failure to notify Adviser of any such action shall not relieve      
Adviser from any liability which it may have to the Indemnified Party against   
whom such action is brought otherwise than on account of this Section 12.2. In  
case any such action is brought against an Indemnified Party, Adviser will be   
entitled to participate, at its own expense, in the defense of such action.     
Adviser also shall be entitled to assume the defense thereof (which shall       
include, without limitation, the conduct of any ruling request and closing      
agreement or other settlement proceeding with the Internal Revenue Service),    
with counsel approved by the Indemnified Party named in the action, which       
approval shall not be unreasonably withheld. After notice from Adviser to such  
Indemnified Party of Adviser's election to assume the defense thereof, the      
Indemnified Party will cooperate fully with Adviser and shall bear the fees and 
expenses of any additional counsel retained by it, and Adviser will not be      
liable to such Indemnified Party under this Agreement for any legal or other    
expenses subsequently incurred by such Indemnified Party independently in       
connection with the defense thereof, other than reasonable costs of             
investigation.                                                                  

   12.3 INDEMNIFICATION OF INSURER AND CONTRACTS DISTRIBUTOR BY DISTRIBUTOR.

  (a) Except to the extent provided in Sections 12.3(d) and 12.3(e),below,
Distributor agrees to indemnify and hold harmless Insurer and Contracts         
Distributor, each of their directors and officers, and each person, if any, who 
controls Insurer or Contracts Distributor within the                            

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meaning of Section 14 of the 1933 Act (collectively, the "Indemnified Parties"  
for purposes of this Section 12.3 against any and all losses, claims, damages,  
liabilities (including amounts paid in settlement with the written consent of   
Adviser) or actions in respect thereof (including, to the extent reasonable,    
legal and other expenses) to which the Indemnified Parties may become subject   
under any statute, at common law or otherwise, insofar as such losses, claims,  
damages, liabilities or actions are related to the sale, acquisition, or holding
of the Fund's shares and:                                                       

     (i)   arise out of or are based upon any untrue statement or alleged untrue
     statement of any material fact contained in the Fund's 1933 Act
  registration statement, Fund Prospectus, sales literature or
          advertising of the Fund or, to the extent not prepared by Insurer or
    Contracts Distributor, sales literature or advertising for the
         Contracts (or any amendment or supplement to any of the foregoing),
   or arise out of or are based upon the omission or the alleged
     omission to state therein a material fact required to be stated
         therein or necessary to make the statements therein not misleading;
         provided that this agreement to indemnify shall not apply as to any
     Indemnified Party if such statement or omission or such alleged
       statement or omission was made in reliance upon and in conformity
          with information furnished to Distributor, Adviser or the Fund by or
         on behalf of Insurer or Contracts Distributor for use in the Fund's
   1933 Act registration statement, Fund Prospectus, or in sales
         literature or advertising (or any amendment or supplement to any of
the foregoing); or                                        

(ii)  arise out of or as a result of any other statements or          
         representations (other than statements or representations contained
         in the Separate Account's 1933 Act registration statement, Separate
Account Prospectus, sales literature or advertising       

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     for the Contracts, or any amendment or supplement to any of the
foregoing, not supplied for use therein by or on behalf of
       Distributor, Adviser, or the Fund) or the unlawful conduct of the
           Fund, Distributor, Adviser or persons under their control (including,
          without limitation, their employees and "Associated Persons" as that
           term is defined in paragraph (m) of Article I of the NASD'S by-laws),
          in connection with the sale or distribution of the Contracts or Fund
shares; or                                                

     (iii) arise out of or are based upon any untrue statement or alleged untrue
        statement of any material fact contained in the Separate Account's
         1933 Act registration statement, Separate Account Prospectus, sales
           literature or advertising covering the Contracts, or any amendment or
    supplement to any of the foregoing, or the omission or alleged
     omission to state therein a material fact required to be stated
         therein or necessary to make the statements therein not misleading,
    if such statement or omission was made in reliance upon and in
   conformity with information furnished to Insurer or Contracts
         Distributor by or on behalf of the Fund, Distributor or Adviser for
    use in the Separate Account's 1933 Act registration statement,
           Separate Account Prospectus, sales literature or advertising covering
 the Contracts, or any amendment or supplement to any of the
foregoing; or                                             

   (iv) arise as a result of any failure by the Fund, Adviser or Distributor
    to perform the obligations, provide the services and furnish the
material required of them under the terms of this Agreement;

     (v)   arise out of or result from any material breach of any representation
          and/or warranty made by the Adviser, Distributor and/or Fund in this
Agreement or arise                                        

33

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      from any other material breach of this Agreement by the Adviser,
Distributor or Fund.                                      

   (b) Except to the extent provided in Sections 12.3(d) and 12.3(e) hereof,
Distributor agrees to indemnify and hold harmless the Indemnified Parties from  
and against any and all losses, claims, damages, liabilities (including amounts 
paid in settlement thereof with, except as set forth in Section 12.3(c) below,  
the written consent of Distributor or actions in respect thereof (including, to 
the extent reasonable, legal and other expenses) to which the Indemnified       
Parties may become subject directly or indirectly under any statute, at common  
law or otherwise, insofar as such losses, claims, damages, liabilities or       
actions directly or indirectly result from or arise out of the failure of any   
Portfolio to operate as a regulated investment company in compliance with (i)   
Subchapter M of the Code and regulations thereunder and (ii) Section 817(h) of  
the Code and regulations thereunder (except to the extent that such failure is  
caused by Insurer), including, without limitation, any income taxes and related 
penalties, rescission charges, liability under state law to Contract owners and 
Participants asserting liability against Insurer or Contracts Distributor       
pursuant to the Contracts, the costs of any ruling and closing agreement or     
other settlement with the Internal Revenue Services, and the cost of any        
substitution by Insurer of shares of another investment company or portfolio for
those of any adversely affected Portfolio as a funding medium for the Separate  
Account that Insurer deems necessary or appropriate as a result of the          
noncompliance.                                                                  

     (c) The written consent of Distributor referred to in Section 12.3(b) above
shall not be required with respect to amounts paid in connection with any ruling
and closing agreement or other settlement with the Internal Revenue Services.   

34

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     (d) Distributor shall not be liable under this Section 12.3 with respect to
any losses, claims; damages, liabilities or actions to which an Indemnified     
Party would otherwise be subject by reason of willful misfeasance, bad faith, or
gross negligence in the performance by that Indemnified Party of its duties or  
by reason of such Indemnified Party's reckless disregard of its obligations and 
duties under this Agreement or to Insurer, Contracts Distributor or the Separate
Account.                                                                        

     (e) Distributor shall not be liable under this Section 12.3 with respect to
any action against an Indemnified Party unless Insurer or Contracts Distributor 
shall have notified Distributor in writing within a reasonable time after the   
summons or other first legal process giving information of the nature of the    
action shall have been served upon such Indemnified Party (or after such        
Indemnified Party shall have received notice of such service on any designated  
agent), but failure to notify Distributor of any such action shall not relieve  
Distributor from any liability which it may have to the Indemnified Party       
against whom such action is brought otherwise than on account of this Section   
12.3. In case any such action is brought against an Indemnified Party,          
Distributor will be entitled to participate, at is own expense, in the defense  
of such action. Distributor also shall be entitled to assume the defense thereof
(which shall include, without limitation, the conduct of any ruling request and 
closing agreement or other settlement proceeding with the Internal Revenue      
Service), with counsel approved by the Indemnified Party named in the action,   
which approval shall not be unreasonably withheld. After notice from Distributor
to such Indemnified Part of Distributor's election to assume the defense        
thereof, the Indemnified Party will cooperate fully with Distributor and shall  
bear the fees and expenses of any additional counsel retained by it, and        
Distributor will not be liable to such Indemnified Party under this Agreement   

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for any legal or other expenses subsequently incurred by such Indemnified Party 
independently in connection with the defense thereof, other than reasonable     
costs of investigation.                                                         

    12.4 INDEMNIFICATION OF THE INSURER AND CONTRACTS DISTRIBUTOR BY THE FUND.

(a) The Fund agrees to indemnify and hold harmless the Insurer and the
Contracts Distributor, and each of their directors and officers and each person,
if any, who controls the Insurer and the Contracts Distributor within the       
meaning of Section 14 of the 1933 Act (collectively, the "Indemnified Parties"  
for purposes of this Section 12.4 against any and all losses, claims, damages,  
liabilities (including amounts paid in settlement with the written consent of   
the Fund) or litigation (including legal and other expenses) to which the       
Indemnified Parties may become subject under any statute, at common law or      
otherwise, insofar as such losses, claims, damages, liabilities or expenses (or 
actions in respect thereof) or settlements results from the gross negligence,   
bad faith or willful misconduct of the Board or any member thereof, are related 
to the operations of the Fund and;                                              

   (i)  arise as a result of any failure by the Fund to provide the services
          and furnish the materials under the terms of this Agreement (including
          a failure to comply with the diversification requirements specified in
Section 4 of this Agreement); or                            

    (ii) arise out of or result from any material breach or any representation
         and/or warranty made by the Fund in this Agreement or arise out of or
        result from any other material breach of this Agreement by the Fund:

as limited by and in accordance with the provisions of Sections 12.4(b) and     
12.4(c) hereof.                                                                 

    (b) The Fund shall not be liable under this indemnification provision with
respect to any losses, claims, damages, liabilities or litigation incurred or   
assessed against an Indemnified Party as such may arise from such Indemnified   
Party's willful misfeasance, bad faith, or gross negligence in                  

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the performance of such Indemnified Party's duties or by reason of such         
Indemnified Party's reckless disregard of obligations and duties under this     
Agreement or to the Insurer, Contracts Distributor, the Distributor or the      
Adviser.                                                                        

    (c) The Fund shall not be liable under this indemnification provision with
respect to any claim made against an Indemnified Party unless such Indemnified  
Party shall have notified the Fund in writing within a reasonable time after the
summons or other first legal process giving information of the nature of the    
claim shall have been served upon such Indemnified Party (or after such         
Indemnified Party shall have received notice of such service on any designated  
agent), but failure to notify the Fund of any such claim shall not relieve the  
Fund from any liability which it may have to the Indemnified Party against whom 
such action is brought otherwise than on account of this indemnification        
provision. In case any such action is brought against the Indemnified Parties,  
the Fund will be entitled to participate, at its own expense, in the defense    
thereof. The Fund also shall be entitled to assume the defense thereof, with    
counsel satisfactory to the party named in the action. After notice from the    
Fund to such party of the Fund's election to assume the defense thereof, the    
Indemnified Party shall bear the fees and expenses of any additional counsel    
retained by it, and the Fund will not be liable to such party under this        
Agreement for any legal or other expenses subsequently incurred by such party   
independently in connection with the defense thereof other than reasonable costs
of investigation.                                                               

    (d) The Insurer and the Contracts Distributor agree promptly to notify the
Fund of the commencement of any litigation or proceedings against it or any of  
its respective officers or directors in connection with this Agreement, the     
issuance or sale of the Contracts, with respect to the operation of either      
Account, or the sale or acquisition of shares of the Fund.                      

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12.5 EFFECT OF NOTICE.                                                

     Any notice given by the indemnifying Party to an Indemnified Party referred
to in Section 12.1(c) or 12.2(e), 12.3(e) or 12.4(c) above of participation in  
or control of any action by the indemnifying Party will in no event be deemed to
be an admission by the indemnifying Party of liability, culpability or          
responsibility, and the indemnifying Party will remain free to contest liability
with respect to the claim among the Parties or otherwise.                       

SECTION 13. APPLICABLE LAW

This Agreement will be construed and the provisions hereof interpreted
under and in accordance with Delaware law, without regard for that state's      
principles of conflict of laws.                                                 

 SECTION 14. EXECUTION IN COUNTERPARTS

    This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together will constitute one and the same instrument.       

SECTION 15. SEVERABILITY

If any provision of this Agreement is held or made invalid by a court 
decision, statute, rule or otherwise, the remainder of this Agreement will not  
be affected thereby.                                                            

 SECTION 16. RIGHTS CUMULATIVE

The rights, remedies and obligations contained in this Agreement are  
cumulative and are in addition to any and all rights, remedies and obligations, 
at law or in equity, that the Parties are entitled to under federal and state   
laws.                                                                           

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SECTION 17. RESTRICTIONS ON SALES OF FUND SHARES

    Insurer agrees that the Fund will be permitted (subject to the other terms
of this Agreement) to make its shares available to separate accounts of other   
life insurance companies.                                                       

SECTION 18. HEADINGS

    The Table of Contents and headings used in this Agreement are for purposes
of reference only and shall not limit or define the meaning of the provisions of
this Agreement.                                                                 

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   IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized officers
signing below.                                                                  

                                MINNESOTA LIFE INSURANCE COMPANY

   By:
                                            ------------------------------------
                           Name: Bruce P. Shay
                                    Title: Senior Vice President

                                 SECURIAN FINANCIAL SERVICES, INC.

   By:
                                            ------------------------------------
                                Name: George I. Connolly
                                          Title: President & Chief Executive
                             Officer

                    ALLIANCEBERNSTEIN LP

   By:
                                            ------------------------------------
     Name:
      Title:

                    ALLIANCEBERNSTEIN LP

   By:
                                            ------------------------------------
     Name:
      Title:

                                   ALLIANCEBERNSTEIN INVESTMENTS, INC.

   By:
                                            ------------------------------------
     Name:
      Title:

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SCHEDULE A

to the Participation Agreement Among Minnesota Life Insurance Company,
Securian Financial Services, Inc., AllianceBernstein L.P.,
AllianceBernstein Variable Products Series Fund, Inc.,
 and
 AllianceBernstein Investments, Inc.

International Value Portfolio - Class A                                         
International Value Portfolio - Class B                                         

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SCHEDULE B

to the Participation Agreement Among Minnesota Life Insurance Company,
Securian Financial Services, Inc., AllianceBernstein L.P.,
AllianceBernstein Variable Products Series Fund, Inc.,
 and
 AllianceBernstein Investments, Inc.

SEPARATE ACCOUNT           CONTRACT(S)                                          
----------------           -----------                                          
Variable Annuity Account   MultiOption Advisor                                  
MultiOption Legend        
MultiOption Extra         

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88 Subsequent Filings that Reference this Filing

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

 4/29/24  Variable Annuity Account          485BPOS     5/01/24   10:15M                                    Donnelley … Solutions/FA
 4/29/24  Variable Annuity Account          485BPOS     5/01/24   10:6.8M                                   Donnelley … Solutions/FA
 4/26/24  Minnesota Life Individual V… Acct 485BPOS     5/01/24   26:7.7M                                   Donnelley … Solutions/FA
 4/26/24  Minnesota Life Individual V… Acct 485BPOS     5/01/24   26:10M                                    Donnelley … Solutions/FA
 4/26/24  Minnesota Life Individual V… Acct 485BPOS     5/01/24   26:10M                                    Donnelley … Solutions/FA
 4/26/24  Minnesota Life Individual V… Acct 485BPOS     5/01/24    8:2.6M                                   Donnelley … Solutions/FA
 4/26/24  Minnesota Life Var Life Account   485BPOS     5/01/24    6:2M                                     Donnelley … Solutions/FA
 4/26/24  Minnesota Life Var Life Account   485BPOS     5/01/24    6:1.9M                                   Donnelley … Solutions/FA
 4/26/24  Minnesota Life Var Life Account   485BPOS     5/01/24    6:1.9M                                   Donnelley … Solutions/FA
 4/26/24  Minnesota Life Var Life Account   485BPOS     5/01/24    6:2M                                     Donnelley … Solutions/FA
 4/26/24  Minnesota Life Var Life Account   485BPOS     5/01/24    6:2.1M                                   Donnelley … Solutions/FA
 4/26/24  Minnesota Life Var Universa… Acct 485BPOS     5/01/24    4:1.6M                                   Donnelley … Solutions/FA
 4/26/24  Variable Annuity Account          485BPOS     5/01/24   10:19M                                    Donnelley … Solutions/FA
 4/26/24  Variable Annuity Account          485BPOS     5/01/24   10:15M                                    Donnelley … Solutions/FA
 4/26/24  Variable Annuity Account          485BPOS     5/01/24   10:19M                                    Donnelley … Solutions/FA
 4/26/24  Variable Annuity Account          485BPOS     5/01/24    4:2.8M                                   Donnelley … Solutions/FA
 4/26/24  Variable Annuity Account          485BPOS     5/01/24    4:738K                                   Donnelley … Solutions/FA
 8/30/23  Minnesota Life Individual V… Acct 485BPOS     8/30/23    5:2.3M                                   Donnelley … Solutions/FA
 8/30/23  Minnesota Life Var Universa… Acct 485BPOS     8/30/23    4:1.6M                                   Donnelley … Solutions/FA
 4/27/23  Minnesota Life Individual V… Acct 485BPOS     5/01/23   25:6.6M                                   Donnelley … Solutions/FA
 4/27/23  Minnesota Life Individual V… Acct 485BPOS     5/01/23   22:8.4M                                   Donnelley … Solutions/FA
 4/27/23  Minnesota Life Individual V… Acct 485BPOS     5/01/23   23:8.8M                                   Donnelley … Solutions/FA
 4/27/23  Minnesota Life Individual V… Acct 485BPOS     5/01/23   15:2.9M                                   Donnelley … Solutions/FA
 4/27/23  Minnesota Life Var Life Account   485BPOS     5/01/23   20:5.2M                                   Donnelley … Solutions/FA
 4/27/23  Minnesota Life Var Life Account   485BPOS     5/01/23   20:5.1M                                   Donnelley … Solutions/FA
 4/27/23  Minnesota Life Var Life Account   485BPOS     5/01/23   20:5.2M                                   Donnelley … Solutions/FA
 4/27/23  Minnesota Life Var Life Account   485BPOS     5/01/23   20:5.3M                                   Donnelley … Solutions/FA
 4/27/23  Minnesota Life Var Life Account   485BPOS     5/01/23   20:5.4M                                   Donnelley … Solutions/FA
 4/27/23  Minnesota Life Var Universa… Acct 485BPOS     5/01/23    5:1.6M                                   Donnelley … Solutions/FA
 4/27/23  Variable Annuity Account          485BPOS     5/01/23    4:708K                                   Donnelley … Solutions/FA
 4/27/23  Variable Annuity Account          485BPOS     5/01/23    4:2.9M                                   Donnelley … Solutions/FA
 4/27/23  Variable Annuity Account          485BPOS     5/01/23   10:13M                                    Donnelley … Solutions/FA
 4/27/23  Variable Annuity Account          485BPOS     5/01/23   10:10M                                    Donnelley … Solutions/FA
 4/27/23  Variable Annuity Account          485BPOS     5/01/23   14:5.7M                                   Donnelley … Solutions/FA
 4/27/23  Variable Annuity Account          485BPOS     5/01/23   12:8.6M                                   Donnelley … Solutions/FA
 2/23/23  Minnesota Life Individual V… Acct 485APOS               14:14M                                    Donnelley … Solutions/FA
11/08/22  Minnesota Life Individual V… Acct N-6/A                 11:5.1M                                   Donnelley … Solutions/FA
11/01/22  Variable Annuity Account          485BPOS    11/07/22    4:1.9M                                   Donnelley … Solutions/FA
 8/25/22  Variable Annuity Account          485APOS                4:1.9M                                   Donnelley … Solutions/FA
 8/01/22  Minnesota Life Individual V… Acct N-6                    8:2.4M                                   Donnelley … Solutions/FA
 4/27/22  Minnesota Life Individual V… Acct 485BPOS     4/29/22    6:2.2M                                   Donnelley … Solutions/FA
 4/27/22  Minnesota Life Individual V… Acct 485BPOS     4/29/22    7:2.2M                                   Donnelley … Solutions/FA
 4/27/22  Minnesota Life Individual V… Acct 485BPOS     4/29/22    6:1.6M                                   Donnelley … Solutions/FA
 4/27/22  Minnesota Life Var Life Account   485BPOS     4/29/22    6:1.3M                                   Donnelley … Solutions/FA
 4/27/22  Minnesota Life Var Life Account   485BPOS     4/29/22    6:1.2M                                   Donnelley … Solutions/FA
 4/27/22  Minnesota Life Var Life Account   485BPOS     4/29/22    6:1.3M                                   Donnelley … Solutions/FA
 4/27/22  Minnesota Life Var Life Account   485BPOS     4/29/22    6:1.3M                                   Donnelley … Solutions/FA
 4/27/22  Minnesota Life Var Life Account   485BPOS     4/29/22    6:1.5M                                   Donnelley … Solutions/FA
 4/27/22  Minnesota Life Var Universa… Acct 485BPOS     4/29/22    5:2M                                     Toppan Merrill/FA
 4/27/22  Variable Annuity Account          485BPOS     4/29/22    4:679K                                   Donnelley … Solutions/FA
 4/27/22  Variable Annuity Account          485BPOS     4/29/22    4:5.6M                                   Donnelley … Solutions/FA
 4/27/22  Variable Annuity Account          485BPOS     4/29/22    4:1.6M                                   Donnelley … Solutions/FA
 4/27/22  Variable Annuity Account          485BPOS     4/29/22    4:7.3M                                   Donnelley … Solutions/FA
 4/27/22  Variable Annuity Account          485BPOS     4/29/22    4:3.9M                                   Donnelley … Solutions/FA
 4/27/22  Variable Annuity Account          485BPOS     4/29/22    4:2.8M                                   Donnelley … Solutions/FA
 4/27/22  Variable Annuity Account          485BPOS     4/29/22    4:680K                                   Donnelley … Solutions/FA
 2/23/22  Minnesota Life Individual V… Acct 485APOS                6:2.2M                                   Donnelley … Solutions/FA
 2/23/22  Variable Annuity Account          485APOS                3:1.6M                                   Donnelley … Solutions/FA
 2/23/22  Variable Annuity Account          485APOS                3:3.5M                                   Donnelley … Solutions/FA
 9/16/21  Variable Annuity Account          485BPOS     9/16/21    6:1.7M                                   Donnelley … Solutions/FA
 9/16/21  Variable Annuity Account          485BPOS     9/16/21    6:5.5M                                   Donnelley … Solutions/FA
 9/16/21  Variable Annuity Account          485BPOS     9/16/21    6:4.2M                                   Donnelley … Solutions/FA
 4/28/21  Minnesota Life Individual V… Acct 485BPOS     5/01/21    9:2.5M                                   Donnelley … Solutions/FA
 4/28/21  Minnesota Life Individual V… Acct 485BPOS     5/01/21    9:2.4M                                   Donnelley … Solutions/FA
 4/28/21  Minnesota Life Individual V… Acct 485BPOS     5/01/21    9:1.9M                                   Donnelley … Solutions/FA
 4/28/21  Minnesota Life Var Life Account   485BPOS     5/01/21    6:1.2M                                   Donnelley … Solutions/FA
 4/28/21  Minnesota Life Var Life Account   485BPOS     5/01/21    6:1.2M                                   Donnelley … Solutions/FA
 4/28/21  Minnesota Life Var Life Account   485BPOS     5/01/21    6:1.3M                                   Donnelley … Solutions/FA
 4/28/21  Minnesota Life Var Life Account   485BPOS     5/01/21    6:1.4M                                   Donnelley … Solutions/FA
 4/28/21  Minnesota Life Var Life Account   485BPOS     5/01/21    6:1.3M                                   Donnelley … Solutions/FA
 4/28/21  Minnesota Life Var Life Account   485BPOS     5/01/21    6:1.2M                                   Donnelley … Solutions/FA
 4/28/21  Minnesota Life Var Life Account   485BPOS     5/01/21    6:1.2M                                   Donnelley … Solutions/FA
 4/28/21  Minnesota Life Var Life Account   485BPOS     5/01/21    6:1.3M                                   Donnelley … Solutions/FA
 4/28/21  Minnesota Life Var Life Account   485BPOS     5/01/21    6:1.4M                                   Donnelley … Solutions/FA
 4/28/21  Minnesota Life Var Universa… Acct 485BPOS     5/01/21    5:1.8M                                   Toppan Merrill/FA
 4/28/21  Variable Annuity Account          485BPOS     5/01/21    7:5.7M                                   Donnelley … Solutions/FA
 4/28/21  Variable Annuity Account          485BPOS     5/01/21    7:1.9M                                   Donnelley … Solutions/FA
 4/28/21  Variable Annuity Account          485BPOS     5/01/21    7:28M                                    Donnelley … Solutions/FA
 4/28/21  Variable Annuity Account          485BPOS     5/01/21    7:4.4M                                   Donnelley … Solutions/FA
 4/28/21  Variable Annuity Account          485BPOS     5/01/21    7:18M                                    Donnelley … Solutions/FA
 4/28/21  Variable Annuity Account          485BPOS     5/01/21    4:843K                                   Donnelley … Solutions/FA
 2/23/21  Minnesota Life Individual V… Acct 485APOS¶    2/23/21    6:2.2M                                   Donnelley … Solutions/FA
 2/23/21  Variable Annuity Account          485APOS                3:5.4M                                   Donnelley … Solutions/FA
12/14/20  Variable Annuity Account          485BPOS    12/14/20    4:2.2M                                   Donnelley … Solutions/FA
10/15/20  Variable Annuity Account          485APOS¶   10/15/20   11:1.9M                                   Donnelley … Solutions/FA
 9/08/20  Variable Annuity Account          485BPOS     9/08/20   11:4.9M                                   Donnelley … Solutions/FA
 9/08/20  Variable Annuity Account          485BPOS     9/08/20   11:10M                                    Donnelley … Solutions/FA
 9/08/20  Variable Annuity Account          485BPOS     9/08/20   11:27M                                    Donnelley … Solutions/FA

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Filing Submission 0001047469-07-007430 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Variable Annuity Account – ‘485BPOS’ on 10/4/07 – EX-99.8(Z)

On: Thursday, 10/4/07, at 2:38pm ET · Effective: 10/12/07 · Accession #: 1047469-7-7430 · File #: 333-136242

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EX-99.8(Z) — Miscellaneous Exhibit

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