PIMCO SERVICES AGREEMENT
FOR ADVISOR CLASS SHARES
OF PIMCO VARIABLE INSURANCE TRUST
The terms and conditions of this Services Agreement between Pacific
Investment Management Company LLC ("PIMCO") and New York Life Insurance and
Annuity Corporation, a life insurance company organized under the laws of the
State of Delaware (the "Company") are effective as of January 14, 2010.
WHEREAS, the Company, Allianz Global Investors Distributors LLC and PIMCO
Variable Insurance Trust (the "Fund") have entered into a Participation
Agreement dated April 12, 2004, as may be amended from time to time (the
"Amended Participation Agreement"), pursuant to which the Company, on behalf of
certain of its separate accounts (the "Separate Accounts"), purchases Advisor
Class shares ("Shares") of certain Portfolios of the Fund, as set forth in
Schedule A to the Participation Agreement ("Portfolios") to serve as an
investment option under certain variable annuity and/or variable universal life
insurance contracts ("Variable Contracts") offered by the Company, which
Portfolios may be one of several investment options available under the Variable
Contracts; and
WHEREAS, PIMCO recognizes that it will derive substantial savings in
administrative expenses by virtue of having a sole shareholder rather than
multiple shareholders in connection with each Separate Account's investments in
the Portfolios, and that in the course of soliciting applications for Variable
Contracts issued by the Company and in servicing owners of such Variable
Contracts, the Company will provide information about the Fund and its
Portfolios from time to time, answer questions concerning the Fund and its
Portfolios, including questions respecting Variable Contract owners' interests
in one or more Portfolios, and provide services respecting investments in the
Portfolios; and
WHEREAS, PIMCO wishes to compensate the Company for the efforts of the
Company in providing written and oral information and services regarding the
Fund to Variable Contract owners; and
WHEREAS, the following represents the collective intention and
understanding of the service fee agreement between PIMCO and the Company.
NOW, THEREFORE, in consideration of their mutual promises, the Company and
PIMCO agree as follows:
1. Services. The Company and/or its affiliates agree to provide services
("Services") to owners of Variable Contracts including, but not limited to:
teleservicing support in connection with Portfolios; delivery of current Fund
prospectuses, reports, notices, proxies and proxy statements and other
informational materials; facilitation of the tabulation of investors' votes in
the event of a Fund shareholder vote; receiving, tabulating and transmitting
proxies executed by or on behalf of investors; maintenance of investor records
reflecting shares purchased and redeemed and share balances, and the conveyance
of that information to the Fund or Pacific
Investment Management Company (the administrator of the Portfolios) as may be
reasonably requested.
2. Compensation. In consideration of the Services, PIMCO agrees to pay to
the Company a service fee that will be calculated as a percentage
based on the average daily valued of the Shares held in the Separate
Accounts at an annual rate based on the schedule below.
AGGREGATE SEPARATE ACCOUNT INVESTMENTS APPLICABLE RATE FOR THE MONTH IN QUESTION
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Less than $50 million 10 bps of the average daily value of the
shares held in the Separate Accounts
Between $50 million and $500 million 15 bps of the average daily value of the
shares held in the Separate Accounts
Greater than or equal to $500 million 17.5 bps of the average daily value of
the shares held in the Separate Accounts
Such payments will be made monthly in arrears. For purposes of computing the
payment to the Company under this paragraph 2, the average daily value of Shares
held in the 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. The payment to the Company under this paragraph
2 shall be calculated by PIMCO at the end of each calendar month and will be
paid to the Company within 30 days thereafter. Payment will be accompanied by a
statement showing the calculation of the monthly amounts payable by PIMCO and
such other supporting data as may be reasonably requested by the Company.
3. Compliance with Laws. The Company agrees that in performing its duties
under this Agreement, the Company will abide by all applicable laws, including,
without limitation, federal and state securities laws and regulations, state
insurance laws and regulations, and the Employee Retirement Income Security Act
of 1974
4. Term. 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. This Services Agreement may be terminated by either party hereto
upon 30 days written notice to the other. This Services Agreement shall
terminate automatically upon the redemption of all Shares held in the Separate
Accounts, upon termination of the Participation Agreement, upon a material,
unremedied breach of the Participation Agreement, as to a Portfolio upon
termination of the investment advisory agreement between the Fund, on behalf of
such Portfolio, and PIMCO, or upon assignment of the Participation Agreement by
either the Company or PIMCO. Notwithstanding the termination of this Services
Agreement, PIMCO will continue to pay the service fees in accordance with
paragraph 2 so long as net assets of the Separate Accounts remain in a
Portfolio, provided such continued payment is permitted in accordance with
applicable law and regulation.
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5. Amendment. This Services Agreement may be amended only in writing with
the consent of both parties.
6. Effect on Other Terms, Obligations and Covenants. Nothing herein shall
amend, modify or supersede any contractual terms, obligations or covenants among
or between any of the Company, PIMCO or the Fund previously or currently in
effect, including those contractual terms, obligations or covenants contained in
the Participation Agreement.
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In witness whereof, the parties have caused their duly authorized officers
to execute this Services Agreement.
PACIFIC INVESTMENT MANAGEMENT COMPANY
LLC
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By:
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Title:
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Date:
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NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION
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By:
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Title:
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Date:
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