[XXXXXXXXX XXXXXX LETTERHEAD]
June 6, 2001
Xxxxxx X. Xxxx, Senior Vice President
New York Life Insurance and Annuity Corporation
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: AMT SERVICES AGREEMENT
Dear Mr. Xxxx:
This letter sets forth the terms and conditions of the services agreement
between Xxxxxxxxx Xxxxxx Management Inc. ("NBMI") and New York Life Insurance
and Annuity Corporation (the "Company"), effective as of the 6th day of June,
2001.
The Company, NBMI and Xxxxxxxxx Xxxxxx Advisers Management Trust (the "Trust")
have entered into a Fund Participation Agreement, dated the 6th day of June,
2001, as may be amended from time to time (the "Participation Agreement"),
pursuant to which the Company, on behalf of certain of its separate accounts
(the "Separate Accounts"), purchases shares ("Shares") of Portfolios of the
Trust ("Portfolios") that serve as investment vehicles under certain variable
annuity and/or variable life insurance contracts issued by the Company
("Variable Contracts"), which Portfolios may be one of several investment
options available under the Variable Contracts.
NBMI recognizes that in the course of servicing owners of the Variable
Contracts, the Company provides information about the Trust and its Portfolios
from time to time, answers questions concerning the Trust and its Portfolios,
including questions respecting Variable Contract owners' interests in one or
more Portfolios, and provides services respecting investments in the
Portfolios.
NBMI desires that the efforts of the Company and its agents in providing
written and oral information and services regarding the Trust to current
Variable Contract owners shall continue.
Accordingly, the following represents the collective intention and
understanding of the services agreement between NBMI and the Company.
Xxxxxx X. Xxxx, Senior Vice President
New York Life Insurance and Annuity Corporation
June 6, 2001
Page 2
The Company and/or its affiliates agree to provide the following services
("Services") to current owners of Variable Contracts: furnishing Trust
prospectuses, annual and semi-annual reports, notices, proxies and proxy
statements and other Trust communications respecting the Portfolios (but not
including services paid for by the Trust such as printing and mailing);
facilitation of the tabulation of Variable Contract owners' votes in the event
of a meeting of Trust shareholders; maintenance of Variable Contract records
reflecting Shares purchased and redeemed and Share balances, and the conveyance
of that information to the Trust, its transfer agent, or NBMI as may be
reasonably requested; answering questions concerning the Trust and its
Portfolios, including questions respecting Variable Contract owners' account
balances in one or more Portfolios; and provision of other services as may be
agreed upon from time to time.
In consideration of the Services, NBMI agrees to pay to the Company a service
fee at an annual rate equal to ________ of the average daily value up to $75
million ($75,000,000) of the Shares (other than those of AMT Liquid Assets
Portfolio) held in Separate Accounts, and (ii) ___________ of the average daily
value in excess of $75 million ($75,000,000) of the Shares (other than those of
AMT Liquid Assets Portfolio) held in Separate Accounts. For purposes of
computing the payment to the Company under this paragraph, the average daily
value of Shares held in Separate Accounts over a monthly period shall be
computed by totaling such Separate Accounts' aggregate investment (Share net
asset value multiplied by total number of Shares held by such Separate Accounts)
on each business day during the calendar month, and dividing by the total number
of business days during such month. NBMI shall calculate the payment to the
Company under this paragraph by at the end of each calendar month and pay all
fees to the Company within thirty (30) business days after the last day of each
month. NBMI shall send all payments and statements to the attention of:
For Checks: For Wire Transfers:
Xxxx Xxxxxxxxxxxxx Chase Manhattan Bank
New York Life Insurance Company ABA: 000000000
00 Xxxxxxx Xxxxxx, Xxxx 0000 Routing Number: 008057001
New York, New York 10010 Account: 00000000
Attn: Xxxxxxxx Xxxxxx
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Xxxxxx X. Xxxx, Senior Vice President
New York Life Insurance and Annuity Corporation
June 6, 2001
Page 3
In lieu of requesting that the Company indicate its Tax Identification Number
("TIN") on Form W-9, NBMI hereby requests that the Company furnish NBMI its TIN
and acknowledge that the number shown below is its correct TIN.
The Company acknowledges that the following number is its correct TIN:
00-0000000.
This services agreement shall remain in full force and effect for an initial
term of one year, and shall automatically renew for successive one year
periods. The services agreement may be terminated by either the Company or NBMI
upon 60 days' written notice to the other, and shall terminate automatically
upon redemption of all Shares held in Separate Accounts, upon termination of
the Participation Agreement, or if required by law. Notwithstanding any
termination, NBMI will remain obligated to pay the Company the service fee
specified above with respect to Shares maintained in the Separate Accounts as
of the date of such termination for so long as such Shares are held in the
Separate Accounts and the Company continues to provide the Services with
respect to such Shares in conformity with this Agreement.
Nothing in this services agreement shall amend, modify or supersede any
contractual terms, obligations or covenants among or between any of the
Company, NBMI or the Trust previously or currently in effect, including those
contractual terms, obligations or covenants contained in the Participation
Agreement.
If this services agreement is consistent with your understanding of the matters
we discussed concerning the Company's provision of the Services, please sign
below, whereupon this letter shall constitute a binding agreement between us.
Very truly yours,
XXXXXXXXX XXXXXX Acknowledged and Agreed to:
MANAGEMENT INC. NEW YORK LIFE INSURANCE
AND ANNUITY CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
--------------------- By: /s/ Xxxxxx X. Xxxx
Name: Xxxxx X. Xxxxxxx ---------------------
Title: President Name: Xxxxxx X. Xxxx
Title: Senior Vice President
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