Exhibit 8(c)(vii)

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

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

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

WHEREAS, the parties desire to amend the Agreement.

NOW, THEREFORE, the parties agree as follows:

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

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

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

WADDELL & REED, INC.

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

IVY FUNDS VARIABLE INSURANCE PORTFOLIOS

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

MINNESOTA LIFE INSURANCE COMPANY

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



                                   EXHIBIT C

                      (as amended effective July 1, 2014)

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

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

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

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

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

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

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

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



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