July 28, 1997
Northern Life Insurance Company
00 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Ladies and Gentlemen :
This letter sets forth the terms and conditions of the services agreement
between NEUBERGER&BERMAN MANAGEMENT INC. ("NBMI") and NORTHERN LIFE INSURANCE
COMPANY (the "Company") effective as of the 8th day of August, 1997.
The Company, NBMI, Neuberger&Berman Advisers Management Trust (the "Trust") and
Advisers Managers Trust have entered into a FUND PARTICIPATION AGREEMENT dated
the 8th day of August, 1997, 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 certain Portfolios of the Trust ("Portfolios") to serve as an investment
vehicle under certain variable annuity and/or variable life insurance contracts
("Variable Contracts") offered by the Company, which Portfolios may be one of
several investment options available under the Variable Contracts.
NBMI recognizes that in the course of soliciting applications for its Variable
Contracts and in servicing owners of the Variable Contracts, the Company and its
agents that are registered representatives of broker-dealers provide information
about the Trust and its Portfolios (and Series of Advisers Managers Trust) from
time to time, answer questions concerning the Trust and its Portfolios (and
Series), including questions respecting Variable Contract owners' interests in
one or more Portfolios, and provide 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 and prospective
Variable Contract owners shall continue.
Accordingly, the following represents the collective intention and understanding
of the services agreement between NBMI and the Company.
The Company and/or its affiliates agree to provide services ("Services") to
current owners of Variable Contracts including, but not limited to:
teleservicing support in connection
with the Portfolios; delivery of current Trust prospectuses, reports, notices,
proxies and proxy statements and other informational materials; 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; provision of support services including providing information about
the Trust and its Portfolios (and Series of Advisers Managers Trust) and
answering questions concerning the Trust and its Portfolios (and Series),
including questions respecting Variable Contract owners' interests in one or
more Portfolios; provision and administration of Variable Contract features for
the benefit of Variable Contract owners participating in the Trust including
fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing,
earnings sweep, and pre-authorized deposits and withdrawals; 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 fifteen (15) basis points (0.15%) of the average
daily value of the Shares 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. The payment to the Company under this paragraph
shall be calculated by NBMI at the end of each calendar month and will be paid
to the Company within thirty (30) days thereafter.
The 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 sixty
(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 upon assignment of the Participation Agreement by
either the Company or NBMI.
Notwithstanding the termination of the services agreement, NBMI will continue to
pay the
service fees in accordance with the preceding paragraph so long as net assets of
the Company or a Separate Account remain in a Portfolio, provided such continued
payment is permitted in accordance with applicable law and regulation. The
services agreement may be amended only upon mutual agreement of the Company and
NBMI in writing.
Nothing in the services agreement shall amend, modify or supersede any
contractual terms, obligations or covenants among or between any of the Company,
NBMI, the Trust or Advisers Managers Trust previously or currently in effect,
including those contractual terms, obligations or covenants contained in the
Participation Agreement.
If the services agreement is consistent with your understanding of the matters
we discussed concerning the Company's provision of the Services, please sign
below.
Very truly yours,
NEUBERGER&BERMAN MANAGEMENT INC.
By: Xxxxx Xxxxxxx
Title: Senior Vice President
ACKNOWLEDGED AND AGREED TO:
NORTHERN LIFE INSURANCE COMPANY
______________________________
By:
Title:
