EXHIBIT (h)(7)(a)
Ladies and Gentlemen:
This letter sets forth the agreement between Credit Suisse Asset Management, LLC
("CSAM") and American International Life Assurance Company of New York (the
"Company") concerning certain administrative services to be provided by you on a
sub-administration basis, with respect to Designated Portfolios (as defined
below) of Credit Suisse Warburg Pincus Trust (the "Fund").
1. Administrative Services and Expenses. Administrative services for the
Account (as defined below) which invests in Designated Portfolios (as
defined below) of the Fund pursuant to the Participation Agreement between
the Company, the Fund, Credit Suisse Asset Management Securities. Inc.
("CSAMSI") and CSAM (the "Participation Agreement") and for purchasers of
Contracts (as defined below) are the responsibility of the Company.
Administrative services for the Designated Portfolios, in which the Account
invests, and for purchasers of shares of the Designated Portfolios, are the
responsibility of the Fund, CSAMSI or CSAM. Capitalized terms not defined
herein shall have the meanings ascribed to them in the Participation
Agreement.
You have agreed to assist us, as we may request from time to time, with the
provision of administrative services ("Administrative Services") to the
Designated Portfolios, on a sub-administration basis, as they may relate to
the investment in the Designated Portfolios by the Account. It is
anticipated that Administrative Services may include (but shall not be
limited to) the mailing of Fund reports, notices, proxies and proxy
statements and other informational materials to holders of the Contracts
supported by the Account with allocations to the Designated Portfolios; the
provision of various reports for the Fund and for submission to the Fund's
Board of Trustees; the provision of shareholder support services with
respect to the Designated Portfolios; such services listed on Schedule A
attached hereto and made a part hereof.
2. Administrative Expense Payments. In consideration of the anticipated
administrative expense savings resulting from the arrangements set forth in
this Agreement. XXXX agrees to pay the Company on a quarterly basis an
amount set forth in Schedule B attached hereto and made a part hereof.
For purposes of computing the payment to the Company contemplated under
this Paragraph 2 for each quarterly period, the average daily net assets
invested by the Account shall be multiplied by the rate shown in Schedule B
multiplied by the actual number of days in the period divided by 365.
The expense payment contemplated by this Paragraph 2 shall be calculated by
CSAM at the end of each quarter and will be paid to the Company within 30
days thereafter. Payment will be accompanied by a statement showing the
calculation of the quarterly
amount payable by CSAM and such other supporting data as may be reasonably
requested by the Company.
3. Nature of Payments. The parties to this letter agreement recognize and
agree that CSAM's payments to the Company relate to Administrative Services
only. The amount of administrative expense payments made by CSAM to the
Company pursuant to Paragraph 2 of this letter agreement shall not be
deemed to be conclusive with respect to actual administrative expenses or
savings of CSAM.
4. Term. This letter agreement shall remain in full force and effect for so
long as the assets of the Designated Portfolios are attributable to amounts
invested by the Account under the Participation Agreement, unless
terminated in accordance with Paragraph 5 of this letter agreement.
5. Termination. This letter agreement will be terminated immediately upon
termination of the Participation Agreement or upon the mutual agreement of
the parties hereto in writing.
6. Representation. The Company represents and agrees that it will maintain and
preserve all records as required by law to be maintained and preserved in
connection with providing the Administrative Services, and will otherwise
comply with all laws, rules and regulations applicable to the
Administrative Services. The Company further represents and warrants that
the receipt of fees hereunder will not constitute a "prohibited
transaction" as such term is defined in section 406 of the Employee
Retirement Income Security Act, as amended, and section 4975 of the
Internal Revenue Code of 1986, as amended.
7. Subcontractors. The Company may, with the consent of CSAM, contract with or
establish relationships with other parties for the provision of the
Administrative Services or other activities of the Company required by this
letter agreement, provided that the Company shall be fully responsible for
the acts and omissions of such other parties.
8. Authority. This letter agreement shall in no way limit the authority of the
Fund, CSAMSI or CSAM to take such action as any of such parties may deem
appropriate or advisable in connection with all matters relating to the
operations of the Fund and/or sale of its shares. The Company understands
and agrees that the obligations of CSAM under this letter agreement are not
binding upon the Fund.
9. Indemnification. This letter agreement will be subject to the
indemnification provisions in Article VIII of the Participation Agreement.
10. Miscellaneous. This letter agreement may be amended only upon mutual
agreement of the parties hereto in writing. This letter agreement may not
be assigned by a party hereto, by operation of law or otherwise, without
the prior written consent of the other party; provided, however, that this
agreement may be assigned, in whole or in part, to the
Fund's distributor or to an affiliate of CSAM. This letter agreement,
including Schedule A and Schedule B, constitutes the entire agreement
between the parties with respect to the matters dealt with herein, and
supersedes any previous agreements and documents with respect to such
matters. This letter agreement may be executed in counterparts, each of
which shall be deemed an original but all of which shall together
constitute one and the same instrument. The Company agrees to notify CSAM
promptly if for any reason it is unable to perform fully and promptly any
of its obligations under this letter agreement.
The parties to this letter agreement acknowledge and agree that all
liabilities of the Fund arising, directly or indirectly, under this
agreement will be satisfied solely out of the assets of the Fund and that
no trustee, officer, agent or holder of shares of beneficial interest of
the Fund will be personally liable for any such liabilities. No Portfolio
of the Fund will be liable for the obligations or liabilities of any other
Portfolio.
11. Notice. Any notices required to be sent hereunder shall be sent in
accordance with the Participation Agreement.
If this letter agreement is consistent with your understanding of the matters we
discussed concerning administrative expense payments. kindly sign below and
return a signed copy to us.
Very truly yours.
Credit Suisse Asset Management. LLC
By: /s/ XXX XXXXXX
---------------------------------
Xxx Xxxxxx
Managing Director
Acknowledged and Agreed:
American International Life Assurance Company of New York
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Xxxxxxx X. Xxxxxxx
Senior Executive Vice President
Attachment: Schedule A
Schedule B
SCHEDULE A
I. Fund-related contractowner services
. Printing and mailing costs associated with dissemination of Fund
prospectuses to existing contractowners.
. Fund proxies (including facilitating distribution of proxy material to
contractowners. tabulation and reporting).
. Telephonic support for contractowners with respect to inquiries about
the Fund (not including information related to sales).
. Communications to contractowners regarding performance of the Account
and the Designated Portfolios.
II. Sub-accounting services
. Aggregating purchase and redemption orders of the Account for sales of
the Designated Portfolios.
. Recording issuance and transfers of shares of the Designated
Portfolios held by the Account.
. Processing and reinvesting dividends and distributions of the
Designated Portfolios held by the Account.
III. Other administrative support
. Relieving the Fund of other usual or incidental administrative
services provided to individual contractowners.
. Providing other administrative support to the Fund as mutually agreed
between the Company and the Fund, CSAMSI or CSAM.
SCHEDULE B
XXXX agrees to pay the Company a quarterly amount that is equal on an annual
basis to basis points (___%) of the average combined daily net assets of all
---
of the Designated Portfolios of the Fund invested by the Company pursuant to the
Participation Agreement.
