RESTATED ADMINISTRATIVE SERVICES AGREEMENT
RESTATED
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT
effective as of the 1st day of
June 2003
by and between The Dreyfus Corporation ("Dreyfus"), a New York corporation,
and
Nationwide Financial Services, Inc. and its subsidiaries and affiliates
("Client"), a New York corporation.
WITNESSETH:
WHEREAS,
each of the investment companies listed on Schedule A hereto, as such Schedule
may be amended from time to time (each, a "Fund" and collectively, the "Dreyfus
Funds"), is an investment company registered under the Investment Company Act
of
1940, as amended (the "Act"); and
WHEREAS,
Client has entered into a Fund Participation Agreement (the "Participation
Agreement") with each Funds listed on Schedule A hereto; and
WHEREAS,
Dreyfus provides investment advisory and/or administrative services to the
Dreyfus Funds; and
WHEREAS,
Dreyfus Services Corporation ("DSC") is the distributor for the Dreyfus Funds;
and
WHEREAS,
the parties hereto have agreed to arrange separately for the performance of
sub-accounting services for those owners of Client’s variable life or variable
annuity contracts ("Client Customers") who allocate their investments to
subaccounts that correspond with the Client’s purchase of a class of Fund shares
designated next to the name of a Fund on Schedule A hereto, or, if a Fund does
not offer multiple classes of shares, the shares of the
Fund (collectively, "Fund Shares"); and
WHEREAS,
Dreyfus desires Client to perform such services and Client is willing and able
to furnish such services on the terms and conditions hereinafter set
forth;
NOW,
THEREFORE, in consideration of the premises and mutual covenants hereinafter
contained, each party hereto severally agrees as follows:
1.
Client
agrees to perform the administrative services specified in Schedule B hereto
(the "Administrative Services") for the benefit of Client Customers who allocate
their investments to subaccounts of variable life and/or annuity contracts
that
correspond with the Client's purchase of Fund Shares. Client will
purchase Fund Shares for such subaccounts of the separate accounts that fund
certain variable annuity and/or variable life contracts. The Fund
Shares will be held in these separate accounts and will be referred to as the
“Master Account.”
2.
Client
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. Upon the request of
Dreyfus or its representatives, Client shall provide copies (at Dreyfus’s
expense)
of all the historical records relating to transactions by Client Customers
in
the subaccounts which correspond with Fund Shares purchased through the Master
Account, and written communications regarding the Fund(s) to or from such Client
Customers and other materials, in each case as may reasonably be requested
to
enable Dreyfus or its representatives, including without limitation its
auditors, legal counsel or distributor, to monitor and review the Administrative
Services, or to comply with any request of the board of directors, or trustees
or general partners (collectively, the "Directors") of any Fund or of a
governmental body, self-regulatory organization or a shareholder. Client agrees
that it will permit Dreyfus, the Dreyfus Funds or their representatives to
have
reasonable access to its personnel and records in order to facilitate the
monitoring of the quality of the Administrative Services.
3.
Client
may, with the consent of Dreyfus, contract with or establish relationships
with
other parties for the provision of the Administrative Services or other
activities of Client required by this Agreement, provided that Client shall
be
fully responsible for the acts and omissions of such other parties.
4.
Client
hereby agrees to notify Dreyfus promptly if for any reason it is unable to
perform fully and promptly any of its obligations under this
Agreement.
5.
Client
represents and warrants that it will only purchase Fund Shares for the purpose
of funding the subaccounts of its separate accounts. Client
represents and warrants that it will not vote such Fund Shares registered in
its
name or the name of its separate accounts on its own behalf (so long as the
Securities and Exchange Commission requires pass-through
voting.) Client further represents that it is not registered as a
broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934
Act”), or any applicable state securities laws nor as a transfer agent under the
1934 Act nor is it required to be so registered to enter into or perform the
Administrative Services contemplated under this Agreement.
6.
The
provisions of this Agreement shall in no way limit the authority of Dreyfus,
any
Dreyfus Fund or DSC to take such action as any of such parties may deem
appropriate or advisable in connection with all matters relating to the
operations of any of such Funds and/or sale of Fund Shares.
7.
In
consideration of the performance of the Administrative Services by Client,
Dreyfus agrees to pay Client a monthly fee at an annual rate which shall equal
the percentage value, as set forth in Schedule A, of the average daily net
assets attributable to Fund Shares maintained in the Master Account for Client
Customers. Payment shall be made within 30 days following the end of each
month.
8.
Client
shall indemnify and hold harmless the Dreyfus Funds, Dreyfus, DSC, and each
of
their respective officers, directors, trustees, employees and agents from and
against any and all losses, claims, damages, expenses, or liabilities that
any
one or more of them may incur, including without limitation reasonable
attorneys' fees, expenses and costs, arising out of or related to the
performance or non-performance of Client of its responsibilities under this
Agreement.
9.
This
Agreement may be terminated without penalty at any time by Client or by Dreyfus
as to all of the Dreyfus Funds collectively, upon 180 days written notice to
the
other party. The provisions of paragraph 2 and paragraph 8 shall continue in
full force and effect after termination of this Agreement. Notwithstanding
the
foregoing, this Agreement shall not require Client to preserve any records
(in
any medium or format) relating to this Agreement beyond the time periods
otherwise required by the laws to which Client or the Dreyfus Funds are subject
provided that such records shall be offered to the Dreyfus Funds in the event
Client decides to no longer preserve such records following such time
periods.
10.
After
the date of any termination of this Agreement in accordance with paragraph
9, no
fee will be due with respect to Fund Shares first placed in the Master Account
for Client Customers after the date of such termination. However,
notwithstanding any such termination, Dreyfus will remain obligated to pay
Client the fee specified in paragraph 7 with respect to the Fund Shares
maintained in the Master Account as of the date of such termination, for so
long
as such Fund Shares are held in the Master Account and Client continues to
provide the Administrative Services with respect to such Fund Shares in
conformity with this Agreement. This Agreement, or any provision
hereof, shall survive termination to the extent necessary for each party to
perform its obligations with respect to Fund Shares for which a fee continues
to
be due subsequent to such termination.
11.
Dreyfus may add to the Dreyfus Funds any other investment company for which
Dreyfus serves as investment adviser or administrator by giving written notice
to Client that it has elected to do so.
12.
Client understands and agrees that the obligations of Dreyfus under this
Agreement are not binding upon any of the Dreyfus Funds, or upon any of their
Board Members or upon any shareholder of any of the Funds.
13.
It is
understood and agreed that in performing the services under this Agreement
Client, acting in its capacity described herein, shall at no time be acting
as
an agent for Dreyfus, or DSC or any of the Dreyfus Funds. Client agrees, and
agrees to cause its agents, not to make any representations concerning a Fund
except those contained in the Fund's then-current prospectus or in current
sales
literature furnished by the Fund, Dreyfus or DSC to Client.
14.
This
Agreement, including the provisions set forth herein in paragraph 7, may only
be
amended pursuant to a written instrument signed by each party. This Agreement
may not be assigned by a party hereto, by operation of law or otherwise, without
the prior, written consent of the other party.
15.
This
Agreement shall be governed by the laws of the State of New York, without giving
effect to the principles of conflicts of law of such jurisdiction.
16.
This
Agreement, including its Exhibit and Schedule, 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
and the funds listed on Schedule A.
IN
WITNESS HEREOF, the parties hereto have executed and delivered this Agreement
as
of the date first above written.
NATIONWIDE
FINANCIAL SERVICES, INC.
Signed:
Name:
[Xxxxxxx X. Xxxxxx]
Title:
[Vice President]
THE
DREYFUS CORPORATION
Signed:
Name:
Xxxxxxx X. Xxxxxxx
Title:
Controller
SCHEDULE
A
FEES
TO BE PAID FOR ALL CLIENT PRODUCTS LAUNCHED PRIOR TO NOVEMBER 1,
1997
|
Fund
Name
|
Share
Class
|
Fee
at an Annual Rate as a Percentage of the Average Daily Net Asset
Value of
Fund Shares (held on Behalf of Client
Customers)
|
|
The
Dreyfus Life and Annuity Index Fund (d/b/a Dreyfus Stock Index
Fund)
The
Dreyfus Socially Responsible Growth Fund, Inc.
Dreyfus
Variable Investment Fund
Appreciation
Portfolio
Growth
and Income Portfolio
Small
Cap Portfolio
|
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
|
____%
____%
____%
____%
____%
|
SCHEDULE
A (continued)
FEES
TO BE PAID FOR ALL CLIENT PRODUCTS LAUNCHED AFTER NOVEMBER 1,
1997
|
Fund
Name
|
Share
Class
|
Fee
at an Annual Rate as a Percentage of the Average Daily Net Asset
Value of
Fund Shares (held on Behalf of Client
Customers)
|
|
Dreyfus
Investment Portfolios
Core
Bond Portfolio
Core
Value Portfolio
Emerging
Leaders Portfolio
Emerging
Markets Portfolio
Founders
Discovery Portfolio
Founders
Growth Portfolio
Founders
International Equity Portfolio
Founders
Passport Portfolio
Japan
Portfolio
MidCap
Stock Portfolio
Technology
Growth Portfolio
The
Dreyfus Life and Annuity Index Fund (d/b/a Dreyfus Stock Index
Fund)
The
Dreyfus Socially Responsible Growth Fund, Inc.
Dreyfus
Variable Investment Fund
Appreciation
Portfolio
Balanced
Portfolio
Disciplined
Stock Portfolio
Growth
and Income Portfolio
International
Equity Portfolio
International
Value Portfolio
Limited
High Term Income PortfolioInitial & Service Shares
Small
Cap Portfolio
Small
Company Stock Portfolio
Special
Value Portfolio
Quality
Bond Portfolio
Money
Market Portfolio
|
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
|
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
|
SCHEDULE
A (continued)
|
Dreyfus
Investment Portfolios
Core
Bond Portfolio
Emerging
Leaders Portfolio
Emerging
Markets Portfolio
Founders
Discovery Portfolio
Founders
Growth Portfolio
Founders
International Equity Portfolio
Founders
Passport Portfolio
Japan
Portfolio
MidCap
Stock Portfolio
Technology
Growth Portfolio
Small
Cap Stock Index
The
Dreyfus Life and Annuity Index Fund (d/b/a Dreyfus Stock Index
Fund)
The
Dreyfus Socially Responsible Growth Fund, Inc.
Dreyfus
Variable Investment Fund
Appreciation
Portfolio
Balanced
Portfolio
Disciplined
Stock Portfolio
Growth
and Income Portfolio
International
Equity Portfolio
International
Value Portfolio
Limited
High Term Income Portfolio
Small
Cap Portfolio
Small
Company Stock Portfolio
Special
Value Portfolio
Quality
Bond Portfolio
|
Service
Shares
Service
Shares
Service
Shares
Service
Shares
Service
Shares
Service
Shares
Service
Shares
Service
Shares
Service
Shares
Service
Shares
Service
Shares
Service
Shares
Service
Shares
Service
Shares
Service
Shares
Service
Shares
Service
Shares
Service
Shares
Service
Shares
Service
Shares
Service
Shares
Service
Shares
Service
Shares
Service
Shares
|
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
|
SCHEDULE
B
Pursuant
to the Agreement by and among the parties hereto, Client shall perform the
following Administrative Services, to the extent such services are not otherwise
provided to Client Customers in accordance with a Fund's Rule 12b-1 Plan and
agreement thereunder:
1.
Maintain separate records for each Client Customer, which records shall reflect
units purchased and redeemed and unit values of the subaccounts which correspond
with Fund Shares purchased by Client’s separate account. Client shall
also maintain records of the Client’s separate account which reflect the total
Fund Shares purchased and redeemed and the Client’s separate account’s Fund
Share balance. Client shall maintain the Master Account with the
transfer agent of the Fund on behalf of the Client’s separate account and such
Master Account shall be in the name of Client or the separate account as the
record owner of Fund Shares.
2.
For
each Fund, disburse or credit to Client Customers all proceeds of redemptions
of
Fund Shares and all dividends and other distributions not reinvested in Fund
Shares.
3.
Prepare and transmit to Client Customers periodic account statements showing
the
total number of Fund Shares owned by the Customer as of the statement closing
date, purchases and redemptions of Fund Shares by the Customer during the period
covered by the statement, and the dividends and other distributions paid to
the
Customer during the statement period (whether paid in cash or reinvested in
Fund
Shares).
4.
Transmit to Client Customers proxy materials and reports and other information
received by Client from any of the Dreyfus Funds and required to be sent to
shareholders under the federal securities laws and, upon request of the Fund's
transfer agent, transmit to Client Customers material Fund communications deemed
by the Fund, through its Directors or other similar governing body, to be
necessary and proper for receipt by all Fund beneficial
shareholders.
5.
Transmit to the Fund's transfer agent purchase and redemption orders on behalf
of Client Customers.
ADDENDUM
1
This
Addendum will supplement the Administrative Services Agreement dated June 1,
2003 between among The Dreyfus Corporation ("Dreyfus"), a New York corporation,
and Nationwide Financial Services, Inc. and its subsidiaries and affiliates
("Client"), a New York corporation (the “Parties”).
WHEREAS,
NFS sponsors a fee-based program (“Wrap Program”), which offers a no-load
variable annuity contract (“Variable Annuity Wrap”) for investment by customers
participating in the Wrap Program (“Wrap Program Participants”);
WHEREAS,
NFS and Dreyfus wish to make available shares of those Dreyfus’ mutual funds
that are only available for investment through variable insurance policies
and
variable annuity contracts as underlying investment options (“Insurance Funds”)
listed on Schedule C in the Variable Annuity Wrap;
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the parties hereto agree as follows:
|
1.
|
NFS
will offer shares of the Insurance Funds, pursuant to the terms of
Fund
Participation Agreement entered into by the Parties on October 1,
2002 and
this Administrative Services Agreement, as investment options in
the
Variable Annuity Wrap.
|
|
2.
|
NFS
has retained PFPC INC. (“PFPC”) to perform administrative and shareholder
services in support of the Wrap Program, including the transmission
of all
purchase, redemption, and exchange orders with respect to Fund
transactions in the Variable Annuity Wrap (“Orders”). NFS
hereby authorizes Dreyfus to accept Orders placed by PFPC on NFS’s
behalf. NFS shall notify Dreyfus in writing 10 days prior to
the effective date of any revocation of this
authorization.
|
|
3.
|
In
consideration of the administrative costs associated with establishing
and
maintaining the Variable Annuity Wrap, and in addition to those specified
on Schedule A Dreyfus will pay NFS (i) an initial set-up fee of
$ per Fund offered in the Variable Annuity Wrap, payable
within 10 days following the date the Fund is made available in the
Variable Annuity Wrap, and (ii) an annual maintenance fee of
$ per Fund offered in the Variable Annuity Wrap, first
payable within 10 days following the date the Fund is made available
in
the Variable Annuity Wrap, and then within 30 days following the
beginning
of each calendar year thereafter. However, no annual
maintenance fee will be payable in 2002 for each Fund that is made
available in the Variable Annuity Wrap on or before December 31,
2002.
|
|
|
10.
|
The
fees set forth in Paragraphs 3 of this Addendum are specific to the
Wrap
Program contemplated by this Addendum and do not apply to any other
program.
|
IN
WITNESS WHEREOF, this Addendum to the Services Agreement has been executed
as of
the date set forth above by a duly authorized officer of each
party.
NATIONWIDE
FINANCIAL SERVICES, INC.
By:
Name:
[Xxxxxxx X. Xxxxxx]
Title:
[Vice President]
THE
DREYFUS CORPORATION
By:
Name:
Xxxxxxx X. Xxxxxxx
Title:
Controller
AMENDMENT
TO RESTATED ADMINISTRATE SERVICES AGREEMENT
The
Restated Administrative Services Agreement dated June 1, 2003 by and between
The
Dreyfus Corporation and Nationwide Financial Services, Inc. and its subsidiaries
and affiliates (the "Agreement") is hereby amended, as follows:
|
1.
|
Schedule
A to the Agreement is deleted, and replaced with the Schedule A attached
hereto and made a part hereof.
|
IN
WITNESS WHEREOF, this Amendment had been executed as of this [22] day of
[July], 2005 by a duly authorized officer of each party.
|
THE
DREYFUS CORPORATION
|
NATIONWIDE
FINANCIAL SERVICES, INC.
|
|
By:
|
By:
|
|
Name:
Xxxx X. Xxxxxx
|
Name: Xxxxx
X. Xxxxxx
|
|
Title: Controller
|
Title: Officer
|
|
Date: [8-02-05]
|
Date: 7-22-05
|
SCHEDULE
A
FEES
TO BE PAID FOR ALL CLIENT PRODUCTS LAUNCHED PRIOR TO
NOVEMBER
1, 1997
|
Fund
Name
|
Share
Class
|
Fee
at an Annual Rate as a Percentage of the Average Daily Net Asset
Value of
Fund Shares (held on Behalf of Client
Customers)
|
|
Dreyfus
Stock Index Fund, Inc.
The
Dreyfus Socially Responsible
Growth
Fund, Inc.
Dreyfus
Variable Investment Fund
Appreciation
Portfolio
Growth
and Income Portfolio
Small
Cap Portfolio
|
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
|
____%
____%
____%
____%
____%
|
SCHEDULE
A (continued)
FEES
TO
BE PAID FOR ALL CLIENT PRODUCTS LAUNCHED AFTER
NOVEMBER
1, 1997
|
Fund
Name
|
Share
Class
|
Fee
at an Annual Rate as a Percentage of the Average Daily Net Asset
Value of
Fund Shares (held on Behalf of Client
Customers)
|
|
Dreyfus
Investment Portfolios
Core
Bond Portfolio
Core
Value Portfolio
Emerging
Leaders Portfolio
Founders
Discovery Portfolio
Founders
Growth Portfolio
Founders
International Equity Portfolio
MidCap
Stock Portfolio
Technology
Growth Portfolio
Dreyfus
Stock Index Fund, Inc.
The
Dreyfus Socially Responsible Growth Fund, Inc.
Dreyfus
Variable Investment Fund
Appreciation
Portfolio
Balanced
Portfolio
Developing
Leaders Portfolio (formerly "Small Cap Portfolio")
Disciplined
Stock Portfolio
Growth
and Income Portfolio
International
Equity Portfolio
International
Value Portfolio
Limited
Term High Yield Portfolio (formerly, "Limited Term High Income
Portfolio")
Small
Company Stock Portfolio
Special
Value Portfolio
Quality
Bond Portfolio
Money
Market Portfolio
|
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
|
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
|
SCHEDULE
A (continued)
|
Fund
Name
|
Share
Class
|
Fee
at an Annual Rate as a Percentage of the Average Daily Net Asset
Value of
Fund Shares (held on Behalf of Client
Customers)
|
|
Dreyfus
Investment Portfolios
Core
Bond Portfolio
Core
Value Portfolio
Emerging
Leaders Portfolio
Founders
Discovery Portfolio
Founders
Growth Portfolio
Founders
International Equity Portfolio
MidCap
Stock Portfolio
Technology
Growth Portfolio
Dreyfus
Stock Index Fund, Inc.
The
Dreyfus Socially Responsible Growth Fund, Inc.
Dreyfus
Variable Investment Fund
Appreciation
Portfolio
Balanced
Portfolio
Developing
Leaders Portfolio (formerly "Small Cap Portfolio")
Disciplined
Stock Portfolio
Growth
and Income Portfolio
International
Equity Portfolio
International
Value Portfolio
Limited
Term High Yield Portfolio (formerly, "Limited Term High Income
Portfolio")
Small
Company Stock Portfolio
Special
Value Portfolio
Quality
Bond Portfolio
Money
Market Portfolio
|
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
Initial
Shares
|
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
|
June
1,
0000
Xxxxxxx
Service Corporation
000
Xxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Ladies
and Gentlemen:
We
wish
to enter into an Agreement with you with respect to our providing distribution,
advertising and marketing assistance and shareholder services relating to the
Service shares of each series of the management investment companies (each
a
"Fund") set forth on Schedule A hereto, as such Schedule may be revised from
time to time, or if no series are set forth on such Schedule, the Fund, for
which you are the principal underwriter as defined in the Investment Company
Act
of 1940, as amended (the "Act"), and the exclusive agent for the continuous
distribution of shares of the Funds pursuant to the terms of a Distribution
Agreement between you and the Fund.
The
terms
and conditions of this Agreement are as follows:
|
1.
|
We
agree to provide distribution, advertising and marketing assistance
relating to the Service shares of the Funds and shareholder services
for
the benefit of owners of variable annuity contracts and variable
life
insurance policies (together, "variable insurance products") we issue
through our separate accounts that invest in the Service shares of
the
Funds ("owners"), which separate accounts are set forth on Schedule
B
hereto, as such Schedule may be revised from time to time. Such
services may include, without limitation: answering owner inquiries
about
the Funds; establishing information interfaces and websites and internal
systems for Service shares; providing assistance and support with
regard
to the training of owner relationship personnel and sales agents;
providing statements and/or reports showing tax, performance, owner
account and other information relating to Service shares; providing
portfolio manager commentaries to owners and other interested parties;
and
providing such other information and services as you reasonably may
request, to the extent we are permitted by applicable statute, rule
or
regulation. If we are restricted or unable to provide the
services contemplated above, we agree not to perform such services
and not
to accept fees thereafter. Our acceptance of any fees hereunder
shall constitute our representation (which shall survive any payment
of
such fees and any termination of this Agreement and shall be reaffirmed
each time we accept a fee hereunder) that our receipt of such fee
is
lawful.
|
|
2.
|
We
shall provide such office space and equipment, telephone facilities
and
personnel as is necessary or beneficial for providing the services
described in Paragraph 1 of this
Agreement.
|
|
3.
|
We
agree that neither we nor any of our employees or agents are authorized
to
make any representation concerning any Fund, except those contained
in the
then current Prospectus furnished to us by you or the Fund, or in
such
supplemental literature or advertising materials as may be authorized
by
you in writing.
|
|
4.
|
We
acknowledge that this Agreement is an agreement entered into pursuant
to
the Fund's Distribution Plan adopted pursuant to Rule 12b-1 under
the Act,
and shall become effective for a Fund only when approved by a vote
of a
majority of (i) the Fund's Board of Directors or Trustees, as the
case may
be (collectively "Directors," individually "Director"), and (ii)
Directors
who are not "interested persons" (as defined in the Act) of the Fund
and
have no direct or indirect financial interest in this Agreement,
cast in
person at a meeting called for the purpose of voting on such
approval.
|
|
5.
|
As
to each Fund, this Agreement shall continue until the last day of
the
calendar year next following the date of execution, and thereafter
shall
continue automatically for successive annual periods ending on the
last
day of each calendar year, providing such continuance is approved
specifically at least annually by a vote of a majority of (i) the
Fund's
Directors and (ii) Directors who are not "interested persons" (as
defined
in the Act) of the Fund and have no direct or indirect financial
interest
in this Agreement, by vote cast in person at a meeting called for
the
purpose of voting on such approval.
|
|
6.
|
(a)
As to each Fund, this Agreement is terminable without penalty, at
any
time, by vote of a majority of the Fund's Directors who are not
"interested persons" (as defined in the Act) and have no direct or
indirect financial interest in this Agreement or, upon not more than
60
days' written notice, by vote of holders of a majority of the Fund's
outstanding Service shares. As to each Fund, this Agreement is
terminable without penalty upon 15 days' notice by either
party. In addition, you may terminate this Agreement as to any
or all Funds immediately, without penalty, if the present investment
adviser of such Fund(s) ceases to serve the Fund(s) in such capacity,
or
if you cease to act as distributor of such
Fund(s). Notwithstanding anything contained herein, if the
Distribution Plan adopted by the Fund is terminated by the Fund's
Board,
or the Distribution Plan, or any part thereof, is found invalid or
is
ordered terminated by any regulatory or judicial authority, or we
fail to
perform the distribution, advertising, marketing and shareholder
servicing
functions contemplated herein as to any or all of the Funds, this
Agreement shall be terminable effective upon receipt of notice thereof
by
us. This Agreement also shall terminate automatically, as to
the relevant Fund, in the event of its assignment (as defined in
the
Act).
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|
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(b)
This Agreement shall become effective only when accepted and signed
by you
and when the conditions in Paragraph 4 of this Agreement are
satisfied. This Agreement may be amended by you upon 15 days'
prior notice to us, and such amendment shall be deemed accepted by
us upon
the acceptance of a fee payable under this Agreement after the effective
date of any such amendment. This Agreement constitutes the
entire agreement and understanding between the parties hereto relating
to
the subject matter hereof and supersedes any and all prior agreements
between the parties hereto relating to the subject matter
hereof.
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7.
|
In
consideration of the services and facilities described herein, we
shall be
entitled to receive from you, and you agree to pay us with respect
to each
Fund, the fees set forth opposite the Fund's name on Schedule A
hereto. We understand that any payments pursuant to this
Agreement shall be paid only so long as this Agreement, the Plan
and the
Fund's participation agreement with us are in effect. We agree
that no Director, officer or shareholder of the Fund shall be liable
individually for the performance of the obligations hereunder or
for any
such payments.
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8.
|
Each
party hereby represents and warrants to the other party that: (a)
it is a
corporation, partnership or other entity duly organized and validly
existing in good standing under the laws of the jurisdiction in which
it
was organized; (b) it will comply with all applicable federal and
state
laws, and the rules, regulations, requirements and conditions of
all
applicable regulatory and self-regulatory agencies or authorities
in the
performance of its duties and responsibilities hereunder; (c) the
execution and delivery of this Agreement and the performance of the
transactions contemplated hereby have been duly authorized by all
necessary action, and all other authorizations and approvals (if
any)
required for its lawful execution and delivery of this Agreement
and its
performance hereunder have been obtained; and (d) upon execution
and
delivery by it, and assuming due and valid execution and delivery
by the
other party, this Agreement will constitute a valid and binding agreement,
enforceable in accordance with its
terms.
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9.
|
We
represent and warrant that the services we agree to render under
this
Agreement are not services for which we deduct fees and charges under
the
variable insurance products investing in the Service shares or for
which
we are paid compensation pursuant to another
arrangement.
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10.
|
We
agree to provide to you and each applicable Fund such information
relating
to our services hereunder as may be required to be maintained by
you
and/or such Fund under applicable federal or state laws, and the
rules,
regulations, requirements or conditions of applicable regulatory
and
self-regulatory agencies or
authorities.
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11.
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(a)
We agree to indemnify and hold harmless you and your officers and
directors, and each Fund and its Directors and any person who controls
you
and/or the Fund within the meaning of Section 15 of the Securities
Act of
1933, as amended, from any and all loss, liability and expense resulting
from our gross negligence or willful wrongful acts under this Agreement,
except to the extent such loss, liability or expense is the result
of your
willful misfeasance, bad faith or gross negligence in the performance
of
your duties, or by reason of the reckless disregard of your obligations
and duties under this Agreement.
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(b)
You agree to indemnify and hold us and our officers and directors
harmless
from any and all loss, liability and expense resulting from your
gross
negligence or willful wrongful acts under this Agreement, except
to the
extent such loss, liability or expense is the result of our willful
misfeasance, bad faith or gross negligence in the performance of
our
duties, or by reason of our reckless disregard of our obligations
and
duties under this Agreement.
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12.
|
Neither
this Agreement nor the performance of the services of the respective
parties hereunder shall be considered to constitute an exclusive
arrangement, or to create a partnership, association or joint venture
between you and us. Neither party hereto shall be, act as, or
represent itself as, the agent or representative of the other, nor
shall
either party have the right or authority to assume, create or incur
any
liability, or any obligation of any kind, express or implied, against
or
in the name of, or on behalf of, the other
party.
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13.
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All
notices required or permitted to be given pursuant to this Agreement shall
be given in writing and delivered by personal delivery or by postage
prepaid, registered or certified United States first class mail,
return
receipt requested, or by telecopier, telex, telegram or similar means
of
same day delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices to
you shall be given or sent to you at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx
00000, Attention: General Counsel, and all notices to us shall be
given or
sent to us at our address, which shall be furnished to you in writing
on
or before the effective date of this
Agreement.
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14.
|
This
Agreement supersedes any and all prior agreements that contemplate
the
fees payable under this Agreement and made by and between the parties
or
any of their affiliates with respect to the Funds as set forth
on Schedule A.
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15.
|
This
Agreement shall be governed and construed in accordance with the
internal
laws of the State of New York, without giving effect to the principles
of
conflict of laws.
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Very
truly yours,
NATIONWIDE
FINANCIAL SERVICES, INC.
Xxx
Xxxxxxxxxx Xxxxx 0-00-X0
Xxxxxxxx,
Xxxx 00000
By:
___________________
Name:
[Xxxxxxx X. Xxxxxx]
Title:
[Vice President]
Date:
NOTE: Please
sign and return both copies of this Agreement to Dreyfus Service
Corporation. Upon acceptance, one countersigned copy will be returned
to you for your files.
Accepted: DREYFUS
SERVICE CORPORATION
By:
___________________
Name:
Xxxxxxx X. Xxxxxxx
Title:
Chief Financial Officer
Date:
[06/26/03]
SCHEDULE
A
|
Fund
and Portfolio Name
|
Fee
at an Annual Rate as a Percentage of Average Daily Net Asset Value
of
Service Shares held on behalf of owners1
|
|
Dreyfus
Investment Portfolios
Core
Bond Portfolio
Emerging
Leaders Portfolio
Emerging
Markets Portfolio
Founders
Discovery Portfolio
Founders
Growth Portfolio
Founders
International Equity Portfolio
Founders
Passport Portfolio
Japan
Portfolio
MidCap
Stock Portfolio
Technology
Growth Portfolio
Small
Cap Stock Index
The
Dreyfus Life and Annuity Index Fund (d/b/a Dreyfus Stock Index
Fund)
The
Dreyfus Socially Responsible Growth Fund, Inc.
Dreyfus
Variable Investment Fund
Appreciation
Portfolio
Balanced
Portfolio
Disciplined
Stock Portfolio
Growth
and Income Portfolio
International
Equity Portfolio
International
Value Portfolio
Limited
High Term Income Portfolio
Small
Cap Portfolio
Small
Company Stock Portfolio
Special
Value Portfolio
Quality
Bond Portfolio
|
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
|
1
For purposes of
determining the fee payable hereunder, the average daily net asset value
of the
Fund's Service shares shall be computed in the manner specified in the Fund's
charter documents and then-current Prospectus and Statement of Additional
Information.
SCHEDULE
B
Nationwide
Variable Account
Nationwide
Variable Account-II
Nationwide
Variable Account-3
Nationwide
Variable Account-4
Nationwide
Variable Account-5
Nationwide
Variable Account-6
Nationwide
Variable Account-7
Nationwide
Variable Account-8
Nationwide
Variable Account-9
Nationwide
Variable Account-10
Nationwide
Variable Account-11
Nationwide
Variable Account -12
Nationwide
Variable Account-13
Nationwide
Variable Account-14
Nationwide
Variable Account-15
Nationwide
Variable Account-16
Multi-Flex
Variable Account
Nationwide
VA Separate Account-A
Nationwide
VA Separate Account-B
Nationwide
VA Separate Account-C
Nationwide
VA Separate Account-D
Nationwide
VLI Separate Account
Nationwide
VLI Separate Account-2
Nationwide
VLI Separate Account-3
Nationwide
VLI Separate Account-4
Nationwide
VLI Separate Account-5
Nationwide
VLI Separate Account-6
Nationwide
VL Separate Account
Nationwide
VL Separate Account-A
Nationwide
VL Separate Account-B
Nationwide
VL Separate Account-C
Nationwide
VL Separate Account-D
Nationwide
DC Variable Account
Nationwide
DC variable Account-II
NACo
Variable Account
Nationwide
Governmental Plans Variable Account
Nationwide
Governmental Plans Variable Account-II
Nationwide
Qualified Plans Variable Account
Nationwide
Private Placement Variable Account
Ohio
DC
Variable Account
AMENDMENT
TO 12B-1 LETTER AGREEMENT
The
certain letter agreement dated June 1, 2003 between Nationwide Financial
Services, Inc. and Dreyfus Service Corporation (the "Agreement") is hereby
amended, as follows:
|
1.
|
Schedule
A to the Agreement is deleted, and replaced with Schedule A attached
hereto and made a part hereof.
|
|
2.
|
Schedule
B to the Agreement is deleted, and replaced with Schedule B attached
hereto and made a part hereof.
|
IN
WITNESS WHEREOF, this Amendment had been executed as of this [22] day of
[July], 2005 by a duly authorized officer of each party.
|
NATIONWIDE
FINANCIAL SERVICES, INC.
|
THE
DREYFUS CORPORATION
|
|
By:
|
By:
|
|
Name: Xxxxx
X. Xxxxxx
|
Name:
Xxxx X. Xxxxxx
|
|
Title: Officer
|
Title: Chief
Financial Officer
|
|
Date:
7-22-2005
|
Date: [8-02-05]
|
SCHEDULE
A
|
Fund
and Portfolio Name
|
Fee
at an Annual Rate as a
Percentage
of the Average Daily Net
Asset
Value of Service Shares held
on
behalf of owners†
|
|
Dreyfus
Investment Portfolios
-
Core Bond Portfolio
-
Emerging Leaders Portfolio
-
Founders Discovery Portfolio
-
Founders Growth Portfolio
-
Founders International Equity Portfolio
-
MidCap Stock Portfolio
-
Small Cap Stock Index Portfolio
-
Technology Growth Portfolio
Dreyfus
Stock Index Fund, Inc.
The
Dreyfus Socially Responsible Growth Fund, Inc.
Dreyfus
Variable Investment Fund
-
Appreciation Portfolio
-
Balanced Portfolio
-
Developing Leaders Portfolio (formerly "Small Cap Portfolio")
-
Disciplined Stock Portfolio
-
Growth and Income Portfolio
-
International Equity Portfolio
-
International Value Portfolio
-
Limited Term High Yield Portfolio (formerly, "Limited Term High Income
Portfolio")
-
Quality Bond Portfolio
-
Small Company Stock Portfolio
-
Special Value Portfolio
|
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
____%
|
†For
purposes of determining the
fee payable hereunder, the average daily net value of the Fund's service shares
shall be computed in the manner specified in the Fund's charter documents and
then-current Prospectus and Statement of Additional
Information.
EXHIBIT
B
Variable
Accounts
Mutual
Funds Separate Account
Nationwide
Variable Account
Nationwide
Variable Account-II
Nationwide
Variable Account-3
Nationwide
Variable Account-4
Nationwide
Variable Account-5
Nationwide
Variable Account-6
Nationwide
Variable Account-7
Nationwide
Variable Account-8
Nationwide
Variable Account-9
Nationwide
Variable Account-10
Nationwide
Variable Account-11
Nationwide
Variable Account-12
Nationwide
Variable Account-13
Nationwide
Variable Account-14
Nationwide
Variable Account-15
Nationwide
Variable Account-16
Multi-Flex
Variable Account
Nationwide
VA Separate Account-A
Nationwide
VA Separate Account-B
Nationwide
VA Separate Account-C
Nationwide
VA Separate Account-D
Nationwide
VLI Separate Account
Nationwide
VLI Separate Account-2
Nationwide
VLI Separate Account-3
Nationwide
VLI Separate Account-4
Nationwide
VLI Separate Account-5
Nationwide
VLI Separate Account-6
Nationwide
VI Separate Account
Nationwide
VI Separate Account-A
Nationwide
VI Separate Account-B
Nationwide
VI Separate Account-C
Nationwide
VI Separate Account-D
Nationwide
DC Variable Account
Nationwide
DC Variable Account-II
NACo
Variable Account
Nationwide
Governmental Plans Variable Account
Nationwide
Governmental Plans Variable Account-II
Nationwide
Qualified Plans Variable Account
Nationwide
Qualified Plans Variable Account-II
Nationwide
Private Placement Variable Account
Nationwide
Private Placement Variable Account-II
Nationwide
Provident VLI Separate Account 1
EXHIBIT
B
Variable
Accounts (continued)
Nationwide
Provident VA Separate Account 1
Nationwide
Provident VLI Separate Account A
Nationwide
Provident VA Separate Account A
Ohio
DC
Variable Account
Variable
Account 9 Memo
