Contract
Item 30. Exhibit (h) i. s. 2.
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X. Xxxx Price Associates, Inc.
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P.O. Box 89000
Baltimore. Maryland 21289-8600
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000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx. Maryland 21202
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000-000-0000
Fax 000-000-0000
e-mail xxxxxxx@xxxxxxxxxx.xxx
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Xxxxxxx N_ Xxxxxx
Vice President and Associate Legal Counsel
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March 3, 2000
Vice President and Managing Director
Massachusetts Mutual Life Insurance Company
0000 Xxxxx Xxxxxx
Springfield, Massachusetts 01111
Dear Xxxxxx:
This letter sets forth the agreement (“Agreement”) between Massachusetts Mutual Life Insurance Company (“you” or the “Company”) and the undersigned (‘‘we” or “Price Associates”) concerning certain administration services to be provided by you, with respect to
the X. Xxxx Price Equity Series, Inc. and X. Xxxx Price Fixed Income Series, Inc. (the “Fund” and collectively, the “Funds”).
1. The
Funds. Each of the Funds is a Maryland
Corporation registered with the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940 (the “Act”) as an open-end diversified management investment company. Each Fund serves as a funding vehicle for variable annuity contracts and variable
life insurance contracts and, as such, sells its shares to insurance companies and their separate accounts. With respect to various provisions of the Act, the SEC requires that owners of variable annuity contracts and variable life insurance
contracts be provided with materials and rights afforded to shareholders of a publicly-available SEC-registered mutual fund.
2. The
Company. The Company is a Massachusetts insurance company. The Company issues variable annuity and/or variable life insurance contracts (the “Contracts”) supported
by Massachusetts Mutual Variable Annuity Separate Account 4 and Massachusetts Mutual Variable Life Separate Account I (the “Separate Accounts”) which are registered with the SEC as a unit investment trust
The Company has entered into a Participation Agreement (the “Participation Agreement”) with the Funds pursuant to which the Company purchases shares of the Funds for the Separate Accounts supporting the
Company’s Contracts.
[X. Xxxx Price LOGO]
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Massachusetts Mutual Life Insurance Company March 3, 2000
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3. Price
Associates. Price Associates serves as the Funds investment adviser. Price Associates supervises and assists in the overall management of the Funds affairs under an Investment Management Agreement with the Funds, subject to the overall
authority of the Funds Board of Directors in accordance with Maryland law. Under the Investment Management Agreement, Price Associates is compensated by the Funds for providing investment advisory and certain administrative services (either
directly or through its affiliates).
4. Administrative
Services. You have agreed to assist us and/or our affiliates, as we. may request from time to time, with the provision of administrative services to the Funds; as they may relate to the investment
in the Funds by the Separate Accounts. It is anticipate :t:’ that such services may include (but shall not be limited to): the printing and mailing of Fund prospectuses, reports, notices, proxies and proxy statements and other informational
materials to holders of the Contracts supported by the Separate Account; the transmission of purchase and redemption requests to the Fund’s transfer agent; the maintenance of separate records for each holder of the Contracts reflecting shares
purchased and redeemed and share balances; the preparation of various reports for submission to the Fund Directors; the provision of advice and recommendations concerning the operation of the series of the Fund as fund g vehicles for the Contracts;
the provision of shareholder support services with respect to the Portfolios serving as funding vehicles for the Company’s Contracts; telephonic support for holders of Contracts with respect to inquiries about the Fund; and the provision of other
administrative services as shall be mutually agreed upon from time to time.
5. Payment
for Administrative Services. In consideration of the services to be provided by you, we shall pay you on a quarterly basis (“Payments”), from our assets, including our bona fide profits as investment adviser to the respective Funds, an
amount equal to [___] basis points ([___]%) per annum of the average aggregate net asset value of shares of the Funds held by the Separate Accounts under the Participation Agreement, provided, however, that
such payments shall only be payable for each calendar quarter during which the total dollar value of shares of the Funds purchased pursuant to the Participation Agreement exceeds [___]. For purposes of computing the payment to the Company
contemplated under this Paragraph 5, the average aggregate net asset value of shares of the Funds held by the Separate Accounts over a quarterly period shall be computed by totaling the Separate Account’s aggregate investment (share net asset value
multiplied by total number of shares held by the Separate Account) on each business day during the calendar quarter, and dividing by the total number of business days during such quarter. The payment contemplated by this Paragraph 5 shall be
calculated by Price Associates at the end of each calendar quarter and will be paid to the Company within 30 business days thereafter.
6. Nature
of Payments. The parties to this Agreement recognize and agree that Price Associates’ Payments to the Company under this Agreement represent compensation for administrative services only and do not constitute payment in any m er for
investment advisory services or for costs
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X. Xxxx Price Associates, Inc.
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Massachusetts Mutual Life Insurance Company March 3, 2000
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of distribution of the Contracts or of Fund shares; and further, that these payments are not otherwise related to investment advisory or distribution services or expenses, or administrative services which the Company is
required to provide to owners of the Contracts pursuant to the terms thereof. You represent that you may legally receive the payments contemplated by this Agreement.
7. Term.
This Agreement shall remain in full force and effect for an initial term of one year, and shall automatically renew for successive one-year periods unless either party notifies the other upon 60-days written notice of its-intent not to-continue
this agreement. This Agreement and all obligations hereunder shall terminate automatically upon the redemption of the Company’s and the Separate Account’s investment in the Funds, or upon termination of the Participation Agreement.
8. Amendment.
This Agreement may be amended only upon mutual agreement of the parties hereto in writing.
9. Counterparts.
This 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.
If this Agreement is consistent. with your understanding of the matters we discussed concerning your administration services, kindly sign below and return a signed copy to us.
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Very truly yours,
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
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Acknowledged and Agreed to:
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MASSACHUSETTS MUTUAL
LIFE INSURANCE COMPANY
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By
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/s/ Xxxxxx X. Xxxxx
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Name:
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Xxxxxx X. Xxxxx
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Title:
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Vice President
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