conversations.from: human
conversations.value: What is 'sec 3. Compensation to Company. In ... ' for this: SERVICE AGREEMENT
  This Agreement is entered into and effective as of the 1st day of January, 1998, by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC. ("FIIOC") and NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION ("Company").
  WHEREAS, FIIOC provides transfer agency and other services to Fidelity's Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III (collectively "Funds"); and
  WHEREAS, the services provided by FIIOC on behalf of the Funds include responding to inquiries about the Funds including the provision of information about the Funds' investment objectives, investment policies, portfolio holdings, etc.; and
  WHEREAS, Company holds shares of the Funds in order to fund certain variable annuity contracts, group annuity contracts, and/or variable life insurance policies, the beneficial interests in which are held by individuals, plan trustees, or others who look to Company to provide information about the Funds similar to the information provided by FIIOC; and
  WHEREAS, the Company and one or more of the Funds have entered into one or more Participation Agreements, under which the Company agrees not to provide information about the Funds except for information provided by the Funds or their designees; and
  WHEREAS, FIIOC and Company desire that Company be able to respond to inquiries about the Funds from individual variable annuity owners, participants in group annuity contracts issued by the Company, and owners and participants under variable life insurance policies issued by the Company, and prospective customers for any of the above; and
  WHEREAS, FIIOC and Company recognize that Company's efforts in responding to customer inquiries will reduce the burden that such inquiries would place on FIIOC should such inquiries be directed to FIIOC.
  NOW, THEREFORE, the parties do agree as follows:
  1. Information to be Provided to Company. FIIOC agrees to provide to Company, on a periodic basis, directly or through a designee, information about the Funds' investment objectives, investment policies, portfolio holdings, performance, etc. The content and format of such information shall be as FIIOC, in its sole discretion, shall choose. FIIOC may change the format and/or content of such informational reports, and the frequency with which such information is provided. For purposes of Section 4.2 of each of the Company's Participation Agreement(s) with the Funds, FIIOC represents that it is the designee of the Funds, and Company may therefore use the information provided by FIIOC without seeking additional permission from the Funds.
conversations.from: assistant
conversations.value: 3. 5. Applicable Law. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts.
  6. Assignment. This Agreement may not be assigned without the written consent of the other party, which consent shall not be unreasonably withheld, except that it shall be assigned automatically to any successor to FIIOC as the Funds' transfer agent, and any such successor shall be bound by the terms of this Agreement.
  IN WITNESS WHEREOF, the parties have set their hands as of the date first written above.
  FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.
  By:
conversations.from: human
conversations.value: Fill in the missing spans: SERVICE AGREEMENT This Agreement is entered [spans 1] INC. ("FIIOC") and NEW YORK LIFE INSURANCE AND [spans 2].
conversations.from: assistant
conversations.value: spans 1: into and effective as of the 1st day of January, 1998, by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, 
  spans 2: ANNUITY CORPORATION ("Company")
conversations.from: human
conversations.value: The rest of this: WHEREAS, FIIOC provides transfer agency and other services to Fidelity's Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III (collectively "Funds"); and WHEREAS, the services provided by FIIOC on behalf of the Funds include responding to inquiries about the Funds including the provision of information about the Funds' investment objectives, investment policies, portfolio holdings, etc. ; and WHEREAS, Company holds shares of the Funds in order to fund certain variable annuity contracts, group annuity contracts, and/or variable life insurance policies, the beneficial interests in which are held by individuals, plan trustees, or others who look to Company to provide information about the Funds similar to the information provided by FIIOC; and WHEREAS, the Company ...
conversations.from: assistant
conversations.value: and one or more of the Funds have entered into one or more Participation Agreements, under which the Company agrees not to provide information about the Funds except for information provided by the Funds or their designees; and WHEREAS, FIIOC and Company desire that Company be able to respond to inquiries about the Funds from individual variable annuity owners, participants in group annuity contracts issued by the Company, and owners and participants under variable life insurance policies issued by the Company, and prospective customers for any of the above; and WHEREAS, FIIOC and Company recognize that Company's efforts in responding to customer inquiries will reduce the burden that such inquiries would place on FIIOC should such inquiries be directed to FIIOC.
conversations.from: human
conversations.value: Fill in the missing words: NOW, THEREFORE, the parties do agree as follows: 1. [words 1] Company. FIIOC agrees to provide to Company, on a periodic basis, directly or through a designee, information about [words 2] investment policies, portfolio holdings, performance, etc. The content and format of such information shall be [words 3] sole discretion, shall choose. FIIOC may [words 4] of such informational reports, and the frequency with which such information [words 5] provided. For purposes of Section 4.2 of each of the Company's Participation Agreement(s) with the [words 6] is the designee of the Funds, [words 7] information provided by FIIOC without seeking additional permission from [words 8].
conversations.from: assistant
conversations.value: words 1: Information to be Provided to 
  words 2: the Funds' investment objectives, 
  words 3: as FIIOC, in its 
  words 4: change the format and/or content 
  words 5: is 
  words 6: Funds, FIIOC represents that it 
  words 7: and Company may therefore use the 
  words 8: the Funds.2
conversations.from: human
conversations.value: Fill in the missing spans: Use of Information by Company. Company may use the information provided by [spans 1] parties, and to prospective purchasers of such products or beneficial interests thereunder.
conversations.from: assistant
conversations.value: spans 1: FIIOC in communications to individuals, plan trustees, or others who have legal title or beneficial interest in the annuity or life insurance products issued by Company, or representatives of any of these
conversations.from: human
conversations.value: The rest of this: If such information is contained as part of larger pieces of sales literature, advertising, etc. , such pieces shall be furnished for review to the Funds in accordance with the terms of the Company's Participation Agreements with the Funds. Nothing herein shall give the Company the right ...
conversations.from: assistant
conversations.value: to expand upon, alter the appearance of, or otherwise alter the information provided by FIIOC. Company acknowledges that the information provided it by FIIOC may need to be supplemented with additional qualifying information, regulatory disclaimers, or other information before it may be conveyed to persons outside the Company.3.
conversations.from: human
conversations.value: The rest of this: Compensation to Company. In recognition of the fact that Company will respond to inquiries that otherwise would be handled by FIIOC, FIIOC agrees to pay Company ...
conversations.from: assistant
conversations.value: a quarterly fee computed as follows: At the close of each calendar quarter, FIIOC will determine the Average Daily Assets held in the Funds by the Company.
conversations.from: human
conversations.value: The rest of this: Average Daily Assets shall be the sum of the daily assets for each calendar day in the quarter divided by the number of calendar days ...
conversations.from: assistant
conversations.value: in the quarter. The Average Daily Assets shall be multiplied by ( ) (( ) basis points) and that sum shall be divided by four.
conversations.from: human
conversations.value: The rest of this: The resulting number shall be the quarterly fee for that quarter, which shall be paid to Company during the following month. Should any Participation ...
conversations.from: assistant
conversations.value: Agreement(s) between Company and any Fund(s) be terminated effective before the last day of a quarter, Company shall be entitled to a fee for...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: that portion of the quarter during which the Participation Agreement was still in effect, unless such termination is due to misconduct on the part of the Company.
conversations.from: human
conversations.value: Fill in the missing spans: For such a stub quarter, Average Daily Assets shall be the sum of the daily assets for each calendar day in the quarter through and including the date of termination of the Participation Agreement(s), divided by the number of calendar days in that quarter for which the Participation Agreement was in effect. Such Average Daily Assets shall be multiplied [spans 1] multiplied by the number of days in such quarter that the Participation Agreement was in effect, then divided by three hundred sixty-five.
conversations.from: assistant
conversations.value: spans 1: by ( ) (( ) basis points) and that number shall be
conversations.from: human
conversations.value: Fill in the missing words: The resulting number shall be the quarterly fee [words 1] shall be paid to Company during the [words 2] month. Notwithstanding the foregoing, compensation for [words 3] will not exceed ( ).
conversations.from: assistant
conversations.value: words 1: for the stub quarter, which 
  words 2: following 
  words 3: each calendar quarter
conversations.from: human
conversations.value: What would be a contract section that comes before this one:
  4. Termination. This Agreement may be terminated by Company at any time upon written notice to FIIOC. FIIOC may terminate this Agreement at any time upon ninety (90) days' written notice to Company. FIIOC may terminate this Agreement immediately upon written notice to Company (1) if required by any applicable law or regulation, (2) if so required by action of the Fund(s) Board of Trustees, or (3) if Company engages in any material breach of this Agreement. This Agreement shall terminate immediately and automatically upon the termination of Company's Participation Agreement(s) with the Funds, and in such event no notice need be given hereunder.
conversations.from: assistant
conversations.value: 3. Compensation to Company. In recognition of the fact that Company will respond to inquiries that otherwise would be handled by FIIOC, FIIOC agrees to pay Company a quarterly fee computed as follows:
  At the close of each calendar quarter, FIIOC will determine the Average Daily Assets held in the Funds by the Company. Average Daily Assets shall be the sum of the daily assets for each calendar day in the quarter divided by the number of calendar days in the quarter. The Average Daily Assets shall be multiplied by [ ] ([ ] basis points) and that sum shall be divided by four. The resulting number shall be the quarterly fee for that quarter, which shall be paid to Company during the following month.
  Should any Participation Agreement(s) between Company and any Fund(s) be terminated effective before the last day of a quarter, Company shall be entitled to a fee for that portion of the quarter during which the Participation Agreement was still in effect, unless such termination is due to misconduct on the part of the Company. For such a stub quarter, Average Daily Assets shall be the sum of the daily assets for each calendar day in the quarter through and including the date of termination of the Participation Agreement(s), divided by the number of calendar days in that quarter for which the Participation Agreement was in effect. Such Average Daily Assets shall be multiplied by [ ] ([ ] basis points) and that number shall be multiplied by the number of days in such quarter that the Participation Agreement was in effect, then divided by three hundred sixty-five. The resulting number shall be the quarterly fee for the stub quarter, which shall be paid to Company during the following month.
  Notwithstanding the foregoing, compensation for each calendar quarter will not exceed [ ].
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: 5. Applicable Law. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts.
  6. Assignment. This Agreement may not be assigned without the written consent of the other party, which consent shall not be unreasonably withheld, except that it shall be assigned automatically to any successor to FIIOC as the Funds' transfer agent, and any such successor shall be bound by the terms of this Agreement.
  IN WITNESS WHEREOF, the parties have set their hands as of the date first written above.
  FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.
  By:
  NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By:
  Name:
  Title:
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: SERVICE AGREEMENT
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
  * FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.
  * Company
  * FIIOC
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: 1st day of January, 1998
conversations.from: human
conversations.value: The date when the contract is effective ?
conversations.from: assistant
conversations.value: 1st day of January, 1998
conversations.from: human
conversations.value: On what date will the contract's initial term expire?
conversations.from: assistant
conversations.value: This Agreement shall terminate immediately and automatically upon the termination of Company's Participation Agreement(s) with the Funds, and in such event no notice need be given hereunder.
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts.
conversations.from: human
conversations.value: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Can a party terminate this  contract without cause (solely by giving a notice and allowing a waiting  period to expire)?
conversations.from: assistant
conversations.value: Yes. 
  * FIIOC may terminate this Agreement at any time upon ninety (90) days' written notice to Company.
  * This Agreement may be terminated by Company at any time upon written notice to FIIOC.
conversations.from: human
conversations.value: Is consent or notice required of a party if the contract is assigned to a third party?
conversations.from: assistant
conversations.value: Yes. This Agreement may not be assigned without the written consent of the other party, which consent shall not be unreasonably withheld, except that it shall be assigned automatically to any successor to FIIOC as the Funds' transfer agent, and any such successor shall be bound by the terms of this Agreement.
conversations.from: human
conversations.value: Is there a restriction on the  ability of a party to raise or reduce prices of technology, goods, or  services provided?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?
conversations.from: assistant
conversations.value: It does not appear so.