Exhibit (i)(25)
ADMINISTRATIVE SERVICES AGREEMENT
This ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") made as of June 5,
2007, is by and between Lincoln Investment Advisors Corporation, a Tennessee
corporation ("Adviser") and New York Life Insurance and Annuity Association, a
life insurance company organized under the laws of Delaware ("Company").
RECITALS
WHEREAS, Lincoln Variable Insurance Products Trust (the "Trust") is
registered under the Investment Company Act of 1940 (the "Investment Company
Act") as an open-end management investment company;
WHEREAS, the Trust is composed of separate series, some or all of which
are listed on the attached Schedule One (each, a "Fund") as it may be amended
from time to time;
WHEREAS, the parties have entered into a Fund Participation Agreement
(the "Participation Agreement," as the same may be amended from time to time),
dated June 5, 2007, by and among Company, Adviser, the Trust, on its behalf and
on behalf of the Funds and Lincoln Financial Distributors, Inc.;
WHEREAS, pursuant to the Participation Agreement, Company, on behalf of
certain of its separate accounts identified therein ("Separate Account(s)"),
shall purchase shares ("Shares") of certain Funds to serve as an investment
vehicle for the Separate Accounts to fund certain variable life and annuity
contracts identified on Schedule Two hereto (as the same may be amended from
time to time) (the "Contracts"), which Funds may be one of several investment
options available under the Contracts;
WHEREAS, Adviser provides or procures, among other things, investment
advisory and/or administrative services to the Funds;
WHEREAS, Adviser desires Company to provide the administrative services
specified in the attached Exhibit A ("Administrative Services"), in connection
with customers purchasing Shares indirectly through their purchases of Contracts
issued by one or more Separate Accounts of the Company (the "Shareholders"); and
Company is willing and able to provide such Administrative Services on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, each party hereto severally agrees as follows:
1. Company agrees to perform some or all of the Administrative
Services specified in Exhibit A hereto for the benefit of the
Shareholders.
2. Company agrees to maintain separate records for each
Shareholder, which records shall reflect Shares purchased and
redeemed for the benefit of the Shareholder and Share
balances held for the benefit of the Shareholder.
3. Company may contract with or establish relationships with
other parties for the provision of the Administrative Services
or other activities of Company required by this Agreement, or
the Participation Agreement.
4. In consideration of the performance of the Administrative
Services by Company with respect to the Contracts, beginning
on the date hereof, Adviser agrees to pay Company an annual
fee which shall equal ___% (the "Asset Fee") of the average
daily value of each Fund's assets attributable to the
Contracts held by the Shareholders. The foregoing fee will be
paid by Adviser to Company quarterly within thirty (30) days
after the end of the calendar quarter. For purposes of
determining the payment, the total of the average daily net
assets in the applicable Funds shall be multiplied by the
Asset Fee multiplied by the actual number of calendar days in
the period divided by the number of calendar days in the year.
Notwithstanding anything in this Agreement or the
Participation Agreement appearing to the contrary, the
payments by Adviser to Company relate solely to the
performance by Company of the Administrative Services
described herein only, and do not constitute payment in any
manner for services provided by Company to any separate
account organized by Company, or for any investment advisory
services, or for costs associated with the distribution of any
variable life or annuity contracts.
5. This Agreement may be terminated without penalty at any time
by Company or by Adviser as to one or more of the Funds
collectively, upon sixty (60) days written notice to the other
party. Adviser may terminate this Agreement, with thirty (30)
days written notice, in the event Company does not, or is
unable to, meet its obligations under paragraph 1 hereof.
6. It is understood and agreed that in performing the services
under this Agreement, the Company, acting in its capacity
described herein, shall at no time be acting as an agent for
the Adviser, the Trust or any of the Funds.
7. This Agreement may only be amended pursuant to a written
instrument signed by both parties hereto. This Agreement may
not be assigned by a party hereto without the prior written
consent of the other party.
8. This Agreement shall be governed by the laws of the State of
Indiana, without giving effect to the principles of conflicts
of law of such jurisdiction.
9. This Agreement, including Exhibit A and Schedules One and Two,
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. Schedules One and Two may be amended from time to
time, as appropriate, to accurately reflect any changes in the
Funds available as investment vehicles under the Participation
Agreement.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written.
LINCOLN INVESTMENT ADVISORS CORPORATION
/s/ Xxxxxxx X. Xxxxx, Xx.
-------------------------------------
By: Xxxxxxx X. Xxxxx, Xx.
Title: Second Vice President and Ass't. Treasurer
NEW YORK LIFE INSURANCE AND ANNUITY ASSOCIATION
-------------------------------------------------
/s/ Xxxxxx X. Xxxxxx
----------------------
By: Xxxxxx X. Xxxxxx
Title: Senior Vice President
SCHEDULE ONE
INVESTMENT COMPANY NAME: FUND NAME(s):
------------------------ -------------
Lincoln Variable Insurance LVIP Baron Growth Opportunities Fund,
Products Trust Service Class
SCHEDULE TWO
LIST OF CONTRACTS
SEPARATE ACCOUNT: VARIABLE CONTRACT:
NYLIAC Corporate Sponsored Variable CorpExec Series Variable Universal Life
Universal Life Separate Account - I
NYLIAC Private Placement Variable Universal CorpExec Private Placement Variable
Life Separate Account - I Universal Life
NYLIAC Private Placement Variable Universal CorpExec Private Placement Variable
Life Separate Account - II Universal Life
EXHIBIT A
Pursuant to the Agreement by and among the parties hereto, Company shall perform
some or all of the following Administrative Services:
1. Establish and maintain a teleservicing support system whereby
the Company shall respond to inquiries, as permitted by
applicable law and to the extent appropriate, from
Shareholders regarding Fund prospectuses, reports, notices,
proxies and proxy statements concerning the Funds.
2. Establish and maintain an internet website whereby
Shareholders and their financial intermediaries may access
performance information regarding the Funds and any other Fund
information as Company determines appropriate, and
Shareholders may execute transfers of their interests into or
out of the Funds.
3. Provide and administer various features of the Contracts for
the benefit of Shareholders which relate to the Funds, which
may include transfers among the Funds, to the extent the
Company deems appropriate, dollar cost averaging, asset
allocation, portfolio rebalancing, and pre-authorized deposits
and withdrawals.
4. Provide Shareholders with a service that directly or
indirectly invests the assets of their accounts in a Fund's
Shares pursuant to specific or pre-authorized instructions.
5. Provide information periodically to Shareholders showing
premiums or cash values allocated to sub-accounts invested in
the Fund's Shares.
6. Respond to inquiries from Shareholders relating to the
services performed by the Company under this Agreement.
7. If required by law, forward communications from the Trust in
accordance with the Participation Agreement (such as proxies,
shareholder reports, annual and semi-annual financial
statements, and dividend, distribution, and tax notices) to
Shareholders.
8. Provide such other similar services as may be mutually agreed
upon between the parties hereto to the extent the Company is
permitted to do so under applicable statutes, rules, or
regulations.
