[X. XXXX PRICE ASSOCIATES, INC. LETTERHEAD]
April 1, 1999
New York Life Insurance and
Annuity Corporation
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
This letter sets forth the agreement ("AGREEMENT") between New York Life
Insurance and Annuity Corporation ("YOU" or the "COMPANY") and the undersigned
("WE" or "PRICE ASSOCIATES") concerning certain administrative and other
services to be provided by you, with respect to the X. Xxxx Price Equity Series,
Inc. (the "FUND").
1. THE FUND. The Fund 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.
The 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 Delaware insurance company. The Company
issues variable annuity and/or variable life insurance contracts (the
"CONTRACTS") supported by segregated asset accounts of the Company as set forth
on Schedule A hereto as may be amended from time to time (each account
individually a "SEPARATE ACCOUNT" and collectively the "SEPARATE ACCOUNTS")
which are registered with the SEC as unit investment trusts. The Company has
entered into a Participation Agreement (the "PARTICIPATION AGREEMENT") with the
Fund and X. Xxxx Price Investment Services, Inc., a Maryland Corporation,
pursuant to which the Company purchases shares of the Fund for the Separate
Account supporting the Company's Contracts.
X. XXXX PRICE ASSOCIATES, INC.
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New York Life Insurance and Annuity Corporation
April 1, 1999
Page 2
3. PRICE ASSOCIATES. Price Associates serves as the Fund's investment
adviser. Price Associates supervises and assists in the overall management of
the Fund's affairs under an Investment Management Agreement with the Fund,
subject to the overall authority of the Fund's Board of Directors in accordance
with Maryland law. Under the Investment Management Agreement, Price Associates
is compensated by the Fund for providing investment advisory and certain
administrative services (either directly or through its affiliates).
4. ADMINISTRATIVE AND OTHER SERVICES. You have agreed to assist us and/or
our affiliates, as we may request from time to time, with the provision of
administrative and other services to the Fund, as they may relate to the
investment in the Fund by the Separate Accounts. It is anticipated 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 funding 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 services as
shall be mutually agreed upon from time to time.
5. PAYMENT FOR 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 Fund, an amount
equal to per annum of the average aggregate net asset value of shares of
the Funds held by the Separate Accounts under the Participation Agreement as set
forth on Schedule A hereto as may be amended from time to time, 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 $25,000,000 at all times during that
quarter. Further, this amount shall be increased to per annum of the
average aggregate net asset value of shares of the Funds held by the Separate
Accounts under the Participation Agreements, provided however, that such
increased Payments shall only be payable with respect to the Funds for each
calendar quarter during which the aggregate dollar value of shares exceeds
$250,000,000 at all times during that quarter. 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 Account
over a quarterly period
X. XXXX PRICE ASSOCIATES, INC.
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New York Life Insurance Annuity Corporation
April 1, 1999
Page 3
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. Payments will be made retroactively to the end of the calendar
quarter in which the total dollar value of shares of the Funds held in the
Separate Accounts exceeded $25,000,000.
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 and other services and do not constitute payment
in any manner for investment advisory services; 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 Fund, 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.
X. XXXX PRICE ASSOCIATES, INC.
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New York Life Insurance and Annuity Corporation
April 1, 1999
Page 4
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.
Very truly yours,
X. XXXX PRICE ASSOCIATES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
---------------------------------
Title: Vice President
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Acknowledged and Agreed to:
NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION
By: /s/ Xxxxxx X. Xxxx
------------------------------------
Name: Xxxxxx X. Xxxx
---------------------------------
Title: Senior Vice President
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X. XXXX PRICE ASSOCIATES, INC.
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SCHEDULE A
NAME OF SEPARATE ACCOUNT AND DATE CONTRACTS FUNDED BY
ESTABLISHED BY BOARD OF DIRECTORS SEPARATE ACCOUNT DESIGNATED PORTFOLIO
--------------------------------- ------------------- --------------------
NYLIAC Variable Annuity New York Life LifeStages X. Xxxx Price Equity Series, Inc.
Separate Account-I Flexible Premium Variable - X. Xxxx Price Equity Income
(10-05-92) Annuity-I Portfolio
NYLIAC Variable Annuity New York Life LifeStages
Separate Account-II Flexible Premium Variable
(10-05-92) Annuity-I
New York Life LifeStages
Variable Annuity-I
NYLIAC Variable Annuity New York Life LifeStages
Separate Account-III Variable Annuity
(11-30-94)
New York Life LifeStages
Flexible Premium Variable
Annuity-II
MainStay Plus Variable
Annuity
NYLIAC Variable Universal Variable Universal Life
Life Separate Account-I
(06-04-93) Survivorship Variable Universal
Life
Variable Universal Life 2000
NYLIAC Corporate Sponsored Corporate Sponsored Variable
Variable Universal Life Universal Life
Separate Account - I
(05-24-96)
