SERVICE AGREEMENT
Ladies and Gentlemen:
This sets out the terms and conditions of the service agreement (the
"Service Agreement") effective as of March 15, 2002 by and between the Lord
Xxxxxx Series Fund, Inc. (the "Fund"), and New York Life Insurance and Annuity
Corporation (the "Company").
Company, Fund and Lord Xxxxxx & Co. have entered into a Participation
Agreement dated March 15, 2002, as may be amended from time to time
("Participation Agreement"), pursuant to which the Company, on behalf of
certain of its separate accounts ("Separate Accounts"), purchases shares
("Shares") of certain portfolios of the Fund set forth in the Participation
Agreement ("Portfolios") that serve as investment vehicles under certain
variable annuity and/or life insurance contracts issued by the Company set
forth in the Participation Agreement ("Contracts").
The following represents the collective intention and understanding of the
Service Agreement between Company and Fund:
1. Compensation and Services to be Performed.
(a) The Fund will pay the Company a fee (the "Service Payment") for the
Services (defined below) that Company provides hereunder in connection
with the servicing of the Shares purchased indirectly by the Contract
owners through their purchases of Contracts issued by one or more of
the Separate Accounts. The Service Payment will be calculated daily
and paid monthly at the annual rate of ____ of the average daily net
asset value of the respective Shares held by the Separate Accounts.
The Company understands that the Fund may prospectively increase or
decrease the annual rate in its sole discretion. The Company therefore
agrees to accept as compensation hereunder such increased or decreased
amount from the Fund. The Fund shall promptly notify Company in the
event of any fee increase or decrease and shall use best efforts to
provide Company with advance notice of any such changes. For purposes
of calculating the fee payable to the Company the average daily net
asset value of the Shares will be calculated in accordance with the
procedure set forth in the Fund's current Prospectus and Statement of
Additional Information. The Fund shall calculate the Service Payment
for the Company under this paragraph at the end of the calendar month
and pay all fees to the Company within 30 business days after the last
day of the month.
(b) Subject to the terms and conditions of this Service Agreement, Company
agrees to provide or cause to be provided the following support
services
("Services"): (i) providing information periodically to Contract
owners showing their positions in Shares through the Separate
Accounts; (ii) responding to Contract owners inquiries relating to the
services performed by the Company; (iii) forwarding proxies,
shareholder reports, annual and semi-annual financial statements and
dividend, distribution and tax notices to Contract owners, if required
by law; and (iv) such other similar services as the Fund and Company
may agree upon in writing from time to time.
(c) In connection with this Service Agreement, the Company, acting in its
capacity discussed herein, shall be deemed to be an independent
contractor.
2. Term of the Agreement.
The Service Agreement will have an initial term of one year and shall renew
automatically for successive one year terms unless terminated at any time,
without penalty, by the Fund or by the Company. Notwithstanding any such
termination and any other provisions of this Agreement to the contrary, the
provisions of the Service Agreement shall survive termination, and the Fund
will remain obligated to pay Company the Service Payment with respect to
the Shares attributable to any Contract owners as of the date of such
termination, for as long as Company continues to provide the Services.
3. Amendment and Assignment.
The Service Agreement may be amended from time to time by agreement of the
Financial Intermediary and the Fund. The Service Agreement is
non-assignable.
4. Written Reports.
The Company will provide the Fund with such information as the Fund may
reasonably request and will cooperate with and assist the Fund in the
preparation or reports, if any, to be furnished to its Board of Directors
concerning the Service Agreement and any fees or compensation paid or
payable pursuant hereto, in addition to any other reports or filings that
may be required by law.
5. Indemnification.
Company agrees to release, indemnify and hold harmless the Fund from and
against any and all liabilities or losses resulting from the failure to
perform any of its responsibilities under this Agreement. The Fund agrees
to release, indemnify and hold harmless the Company from and against any
and all liabilities or losses resulting from the failure to perform any of
its responsibilities under this Agreement.
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6. Governing Law.
The Service Agreement shall be construed in accordance with the laws of the
State of New York.
* * *
If the terms and conditions set forth above are in accordance with your
understanding, kindly indicate your acceptance of the Service Agreement by
signing it in the place provided below and returning an executed copy of the
Service Agreement to the Fund.
Lord Xxxxxx Series Fund, Inc.
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President &
Assistant Secretary
Accepted and Agreed:
New York Life Insurance
and Annuity Corporation
By: /s/ Xxxxxx X. Rock
---------------------
Name: Xxxxxx X. Rock
Title: Senior VP
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