Exhibit (i)(14)
DEUTSCHE ASSET MANAGEMENT
A MEMBER OF THE DEUTSCHE BANK GROUP
Deutsche Investment Management Americas Inc
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
xxx.xxxx-xx.xx.xxx
May 1,2007
Xx. Xxxxxx X. Xxxxxx
Senior Vice President
New York Life Insurance and Annuity Corporation
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xx. Xxxxxx:
This letter sets forth the agreement between Deutsche Investment Management
Americas Inc. (the "Adviser") and New York Life Insurance and Annuity
Corporation (the "Company") concerning certain administrative services to be
provided by you on a sub-administration basis, with respect to Portfolios (as
defined below) of the DWS Variable Series I ("DWSVS I"), DWS Variable Series II
("DWSVS II") and/or DWS Investments VIT Funds ("DWS VIT") (collectively, the
"Fund").
1. Administrative Services and Expenses. Administrative services for
the Accounts (as defined below) which invest in Portfolios of the
Fund pursuant to the Participation Agreement(s) among the Company,
the Fund, the Fund's principal underwriter (the "Underwriter"), and
the Adviser (the "Participation Agreement") and for purchasers of
Variable Insurance Products (as defined below) are the
responsibility of the Company. Administrative services for the
Portfolios, in which the Accounts invest, and for purchasers of
shares of the Portfolios, are the responsibility of the Fund, the
Underwriter or the Adviser. Capitalized terms not defined herein,
including "Accounts" and "Variable Insurance Products," shall have
the meanings ascribed to them in the Participation Agreement.
The Company has agreed to assist the Adviser, as the Adviser may
request from time to time, with the provision of administrative
services ("Administrative Services") to the Portfolios, on a
sub-administration basis, as they may relate to the investment in
the Portfolios by the Accounts. It is anticipated that
Administrative Services may include (but shall not be limited to)
the mailing of Fund reports, notices, proxies and proxy statements
and other informational materials to holders of the Variable
Insurance Products supported by the Accounts with allocations to the
Portfolios; the provision of various reports for the Fund and for
submission to the Fund's Board of
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Trustees; the provision of shareholder support services with respect
to the Portfolios; such services listed on Schedule A attached
hereto and made a part hereof.
2. Administrative Expense Payments. In consideration of the anticipated
administrative expense savings resulting from the arrangements set
forth in this Agreement, the Adviser agrees to pay the Company on a
quarterly basis an amount set forth in Schedule B attached hereto
and made a part hereof.
The expense payment contemplated by this Paragraph 2 shall be
calculated by the Company at the end of each calendar quarter and
the Company shall provide to the Adviser a statement showing the
calculation of the quarterly amount payable by the Adviser and such
other supporting data as may be reasonably requested by the Adviser.
The Adviser shall make the quarterly expense payment to the Company
within 10 days after the end of each calendar quarter, or within 10
days after the Adviser's receipt from the Company of the expense
calculation, whichever is later.
3. Nature of Payments. The parties to this letter agreement recognize
and agree that the Adviser's payments to the Company relate to
Administrative Services only. The amount of administrative expense
payments made by the Adviser to the Company pursuant to Paragraph 2
of this letter agreement shall not be deemed to be conclusive with
respect to actual administrative expenses or savings of the Adviser.
4. Term. This letter agreement shall remain in full force and effect
for so long as the assets of the Portfolios are attributable to
amounts invested by the Accounts under the Participation Agreement,
unless terminated in accordance with Paragraph 5 of this letter
agreement.
5. Termination. This letter agreement may be terminated by either party
upon 90 days' advance written notice or immediately upon termination
of the Participation Agreement or upon the mutual agreement of the
parties hereto in writing. In the event of a termination of this
letter agreement, the administrative expense payments made by the
Adviser to the Company pursuant to Paragraph 2 of this letter
agreement shall continue with respect to assets of the Portfolios
attributable to Accounts of the Company (not including investments
made after the date of termination) for a period of one year from
the date of termination of this letter agreement; provided however,
that the Adviser shall not be required to make such payments for any
time period where the Adviser has ceased to serve as investment
manager for the Fund.
6. Representations. The Company represents and agrees that it will
maintain and preserve all records as required by law to be
maintained and preserved in connection with providing the
Administrative Services, and will otherwise comply with all laws,
rules and regulations applicable to the Administrative Services. The
Company represents and warrants that its receipt of any expense
payments pursuant to this Agreement complies with applicable laws,
rules and regulations and is disclosed to holders of the Variable
Insurance Products to the extent required by applicable laws, rules
and regulations. The Adviser represents and warrants that its
payment of any
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May 1, 2007
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such expense payments pursuant to this Agreement complies with
applicable laws, rules and regulations and that the prospectus or
statement of additional information of the Fund will disclose such
expense payments to the extent required by applicable laws, rules
and regulations.
7. Subcontractors. The Company may, with the consent of the Adviser,
contract with or establish relationships with other parties for the
provision of the Administrative Services or other activities of the
Company required by this letter agreement, provided that the Company
shall be fully responsible for the acts and omissions of such other
parties.
8. Authority. This letter agreement shall in no way limit the authority
of the Fund, the Underwriter or the Adviser to take such action as
any of such parties may deem appropriate or advisable in connection
with all matters relating to the operations of the Fund and/or sale
of its shares. The Company understands and agrees that the
obligations of the Adviser under this letter agreement are not
binding upon the Fund.
9. Indemnification. This letter agreement will be subject to the
indemnification provisions in the Participation Agreement.
10. Miscellaneous. This letter agreement may be amended only upon mutual
agreement of the parties hereto in writing. This letter agreement,
including Schedule A and Schedule B, 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, including a letter agreement dated December
31, 2002 related to DWS VIT between the Company and Deutsche Asset
Management, Inc., which merged into the Adviser as of the close of
business December 31, 2006. This letter 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. The
Company agrees to notify the Adviser promptly if for any reason it
is unable to perform fully and promptly any of its obligations under
this letter agreement.
11. Notice. Any notice required to be sent hereunder shall be sent in
accordance with the Participation Agreement.
If this letter is consistent with the Company's understanding of the matters
discussed herein concerning administrative expense payments, kindly sign below
and return a signed copy to the Adviser.
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May 1,2007
Page 4
Very truly yours,
Deutsche Investment Management Americas Inc.
By:
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Title: Director
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By:
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Title: COO
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Acknowledged and agreed to as of
this 1st day of May, 2007
New York Life Insurance and Annuity Corporation
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Senior Vice President
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Attachment: Schedule A
Schedule B
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SCHEDULE A
I. Fund related contract owner services
o Certain costs associated with dissemination of Fund prospectus to
existing contractowners, as provided in the Participation Agreement.
o Fund proxies (including facilitating distribution of proxy material
to contractowners, tabulation and reporting).
o Telephonic support for contractowners with respect to inquiries
about the Fund (not including information related to sales).
o Communications to contractowners regarding performance of the
account and the Designated Portfolios.
II. Sub-Accounting Services
o Aggregating purchase and redemption orders of the Account for sales
of the Portfolios.
o Processing and reinvesting dividends and distributions of the
Portfolios held by the Account.
III. Other administrative Support
o Providing other administrative support to the Fund as mutually
agreed between the Company and the Fund, the Adviser or the
Underwriter.
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SCHEDULE B
The Adviser agrees to pay the Company, quarterly, an amount based on the
following annual rate(s) for the Portfolio(s) indicated applied to the average
daily net asset balance of Portfolio shares held in the Company's Accounts
pursuant to the Participation Agreement.
PORTFOLIO ANNUAL RATE
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DWSVS I: DWS Global Opportunities VIP (Class A) 0.20 of 1%
DWSVS II: DWS Dreman Small Mid Cap Value VIP (Class A) 0.20 of 1%
DWS VIT: DWS Small Cap Index VIP (Class A) 0.13 of 1% or if net assets
in the Portfolio held in the
Company's Accounts exceed
$100 million then 0.18 of 1%
For the month and year in which this letter agreement becomes effective or the
expense payment terminates, there shall be an appropriate proration on the basis
of the number of days that the expense payment is in effect during the quarter.
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