Deutsche Asset Management [DEUTSCHE ASSET MANAGEMENT LOGO]
A Member of the Deutsche Bank Group
Deutsche Asset Management
Legal Division
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
April 10, 2006
National Life Insurance Company
Xxx Xxxxxxxx Xxxx Xxxxx
Xxxxxxxxxx, XX 00000
Dear Xxx and Madam:
Deutsche Asset Management, Inc. (hereinafter, the "Adviser") has a services
agreement dated March 26, 1999, as amended (the "services agreement"), with you
(hereinafter, the "Company") concerning certain administrative services provided
by you on a sub-administration basis, with respect to various series or
portfolios of DWS Investments VIT Funds (formerly, Xxxxxxx Investments VIT
Funds, Deutsche Asset Management VIT Funds, and BT Insurance Funds Trust)
(hereinafter, the "Fund") used as underlying investments for certain variable
insurance products (hereinafter, "Variable Insurance Products") issued by the
Company. (For certain services agreements, we replaced our affiliate, previously
named Bankers Trust Company, as Adviser.)
The Adviser and the Company seek to establish certain mutual representations
concerning the services agreement. In furtherance of this purpose:
(a) the Company represents that its receipt of any expense payments
pursuant to the services agreement complies with laws, rules and
regulations applicable to Company and is disclosed to holders of the
Variable Insurance Products to the extent required by applicable laws,
rules and regulations; and
(b) the Adviser represents that its payment of any such expense payments
pursuant to the services agreement complies with laws, rules and
regulations applicable to Adviser 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.
Deutsche Asset Management is the marketing name in the US for the asset
management activities of Deutsche Bank AG, Deutsche Bank Trust Company Americas,
Deutsche Bank Securities, Inc., Deutsche Asset Management Inc., Deutsche Asset
Management Investment Services Ltd., Deutsche Investment Management (Americas)
Inc. and Xxxxxxx Trust Company.
If the foregoing is acceptable to the Company, kindly sign and date the
duplicate of this letter as indicated below and return a signed copy to the
Adviser as provided in the transmittal letter that accompanies this document.
Very truly yours,
Deutsche Asset Management, Inc.
By: /s/ Signature
________________________________
Title: Managing Director
_____________________________
Acknowledged and agreed to as of
This 10th day of April, 2006
National Life Insurance Company
By: /s/ Xxxxxxxxx X. XxxXxxxx
___________________________________
Title: Vice President
________________________________
May 1, 2001
National Life Insurance Company
National Life Drive
Montpelier, VT 05604
Attn: General Counsel
Re: Amendment No. 1 to Administrative Services Letter Agreement
___________________________________________________________
Reference is made to the Letter Agreement dated as of March 26, 1999, regarding
Administrative Services entered into between National Life Insurance Company
("Life Company") and Bankers Trust Company ("Bankers Trust"), relating to the
Fund Participation Agreement dated as of June 6, 2000, entered into among Life
Company, Bankers Trust and Deutsche Asset Management VIT Funds (formerly, BT
Insurance Funds Trust) ("Letter Agreement").
Effective May 1, 2001 Deutsche Asset Management Inc. ("DAMI") will replace
Bankers Trust as Adviser to the Deutsche Asset Management VIT Funds.
DAMI is a registered Investment Adviser under the Investment Advisers Act of
1940, as amended ("the Act") and, effective May 1, 2001, wishes to assume all
of Bankers Trust's rights, responsibilities and duties under the Letter
Agreement.
Exhibit A to the Letter Agreement is hereby revised, and is amended and restated
by the Exhibit A attached hereto.
All other terms of the Letter Agreement shall remain in full force and effect.
If you are in agreement with the foregoing, please sign this letter where
indicated below, and return it to the undersigned.
Sincerely,
BANKERS TRUST COMPANY DEUTSCHE ASSET
MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxx Xxxxxxx
______________________________ ______________________________
Name: XXXXXXX X. XXXXXXXX Name: XXXXX XXXXXXX
Title: MANAGING DIRECTOR Title: DIRECTOR
Date: 5/15/2001 Date:
Accepted and Agreed:
NATIONAL LIFE INSURANCE COMPANY
By: /s/ Xxxxxx xxx Xxx
______________________________
Name: Xxxxxx xxx Xxx
Title: Vice President & Treasurer
Date: May 1, 2001
Exhibit A
_________
Deutsche Asset Management VIT Funds
___________________________________
(Revised effective May 1, 2001)
Fees
____
Effective May 1, 2001 for each of the following Portfolios, DAMI agrees to pay
Life Company a quarterly amount that is equal on an annual basis to the
specified percentage of the average combined daily net assets of all of the
shares of the Portfolio held in the Life Company's segregated asset accounts
pursuant to the applicable Participation Agreement:
Portfolio Fees for Administrative Services
_________ ________________________________
Equity 500 Index Fund 13bp
Small Cap Index Fund 15bp
EAFE Equity Index Fund 15bp
