1
Exhibit 1 (l)(iii)
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT made as of the 29th day of April,
1999 by and between the Dreyfus Corporation ("Dreyfus"), a New York corporation,
and Xxxxxx Investors Life Insurance Company ("Insurance Company"), an Illinois
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 "Dreyfus Fund" and
collectively, the "Dreyfus Funds"), is an investment company registered under
the Investment Company Act of 1940, as amended, or a series thereof;
WHEREAS, Insurance Company, on its own behalf and on behalf of each of
the Separate Accounts identified therein (each, a "Separate Account"), has
entered into a Fund Participation Agreement (the "Participation Agreement") with
each of the Dreyfus Funds;
WHEREAS, Dreyfus provides investment advisory and/or administrative
services to the Dreyfus Funds; and
WHEREAS, Dreyfus desires that Insurance Company provide certain
administrative services which will benefit each of the Dreyfus Funds, and
Insurance Company desires 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. Insurance Company agrees to provide to each of the Dreyfus Funds the
administrative services specified in Exhibit A hereto (the "Administrative
Services").
2. In consideration of the anticipated administrative expense savings
resulting to the Dreyfus Funds from Insurance Company's services, Dreyfus agrees
to pay Insurance Company at the end of each calendar month a fee (the "Service
Fee") which will accrue daily at an annual rate of [redacted] of the aggregate
net asset value of all of the issued and outstanding shares of each Dreyfus Fund
held in the subaccounts of the Separate Accounts.
3. The parties to this Agreement recognize and agree that Dreyfus'
payments to Insurance Company relate to administrative services provided to the
Dreyfus Funds and do not constitute payment in any manner for administrative
services provided by Insurance Company to the Separate Accounts or to
Contractholders (as defined in the Participation Agreement), for investment
advisory services or for costs of distribution of the Contracts (as defined in
the Participation Agreement) or shares of the Dreyfus Funds, and that these
payments are not otherwise related to investment advisory or distribution
services or expenses.
4. Insurance Company agrees to indemnify and hold harmless Dreyfus and
its directors, officers, and employees from any and all loss, liability, damage
and expense resulting from any gross negligence or willful wrongful act of
Insurance Company in performing its services under this Agreement or from a
breach of a material provision of this Agreement,
2
except to the extent such loss, liability, damage or expense is the result of
Dreyfus' willful misfeasance, bad faith or gross negligence in the performance
of its duties.
Dreyfus agrees to indemnify and hold harmless Insurance Company and its
directors, officers, agents and employees from any and all loss, liability,
damage and expense resulting from any gross negligence or willful wrongful act
of Dreyfus in performing its services under this Agreement or from a breach of a
material provision of this Agreement, except to the extent such loss, liability,
damage or expense is the result of Insurance Company's willful misfeasance, bad
faith or gross negligence in the performance of its duties. Dreyfus also agrees
to indemnify and hold harmless Insurance Company and its directors, officers,
agents and employees from any and all loss, liability, damage and expense
resulting from a Dreyfus Fund's failure, whether unintentional or in good faith
or otherwise, to comply with the diversification requirements set forth in
Section 817(h) of the Internal Revenue Code of 1986, as amended, and the rules
and regulations thereunder.
5. It is understood and agreed that in performing the services under
this Agreement, Insurance Company, acting in its capacity described herein,
shall at no time be acting as an agent for Dreyfus or any of the Dreyfus Funds.
Insurance Company agrees, and agrees to cause its agents, not to make any
representations concerning a Dreyfus Fund except those contained in the Dreyfus
Fund's then current prospectus or in current sales literature furnished by the
Dreyfus Fund or Dreyfus to Insurance Company.
6. Any party may terminate this Agreement, without penalty, on sixty
(60) day's written notice to the other party.
This Agreement will terminate at the option of any party in the
event-of the termination of the Participation Agreement.
Termination of this Agreement under the preceding two sentences is
subject to payment by Dreyfus, within ten (10) days following the termination
date, of all Services Fees remaining unpaid for any completed calendar month and
pro-rated Service Fees through the termination date for any partial calendar
month.
This Agreement will terminate immediately upon the determination of any
party, with the advice of counsel, that the payment of the Service Fee is in
conflict with applicable law.
7. This Agreement, including the provisions set forth in paragraph 2,
may be amended only pursuant to a written instrument signed by the party to be
charged. 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.
8. 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.
9. 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.
3
IN WITNESS HEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
XXXXXX INVESTORS LIFE INSURANCE COMPANY
By: /S/ Xxxx X. Xxxxxxx, Xx.
------------------------------------
Authorized Signatory
Xxxx X. Xxxxxxx, Xx.
----------------------------------------
Print or Type Name
THE DREYFUS CORPORATION
By: /S/ Xxxxxxx Xxxxxxx
------------------------------------
Xxxxxxx Xxxxxxx
----------------------------------------
Print or Type Name
4
SCHEDULE A
The Dreyfus Socially Responsible Growth Fund, Inc.
5
EXHIBIT A
Maintenance of Books and Records
- Assist as necessary to maintain book entry records on behalf
of the Dreyfus Funds regarding issuance to, transfer within
(via net purchaser orders), and redemption by, the Separate
Accounts of Dreyfus Fund shares.
- Maintain general ledgers regarding the Separate Accounts'
holdings of Dreyfus Fund shares, coordinate and reconcile
information, and coordinate maintenance of ledgers by
financial institutions and other contract owner service
providers.
Communication with the Dreyfus Funds
- Serve as the designee of the Dreyfus Funds for the receipt of
purchase and redemption orders from the Separate Accounts and
the transmission of such orders and payment therefore to the
Dreyfus Funds.
- Coordinate with the Dreyfus Funds' agents respecting daily
valuation of the Dreyfus Funds' shares and the Separate
Accounts' units Purchase Orders
- Determine net amount available for investment in the
Dreyfus Funds.
- Deposit receipt at the Dreyfus Funds' custodian(s)
(generally by wire transfer).
- Notify the custodian(s) of the estimated amount required to
pay dividends or distributions.
Redemption Orders
- Determine net amount required for redemptions by the
Dreyfus Funds.
Notify the custodian(s) and the Dreyfus Funds of cash
required to meet payments.
- Purchase and redeem shares of the Dreyfus Funds on behalf of
the Separate Accounts at the then-current price in accordance
with the terms of each Dreyfus Fund's then current prospectus.
- Assist in routing and revising sales and marketing materials
to incorporate or reflect the comments made on behalf of the
Dreyfus Funds. Assist in enforcing procedures adopted by the
Dreyfus Funds to reduce, discourage, or eliminate market
timing transactions in Dreyfus Fund shares in order to reduce
or eliminate adverse effects on the Dreyfus Fund or its
shareholders.
Processing Distributions from the Dreyfus Funds
- Process ordinary dividends and capital gains.
- Reinvest the Dreyfus Funds' distributions.
Reports
- Periodic information reporting to the Dreyfus Funds,
including, but not limited to, furnishing registration
statements, prospectuses, statements of additional
information, reports, solicitations for voting instructions,
sales or promotional materials and any other SEC filings with
respect to the Separate Accounts invested in the Dreyfus
Funds, as not otherwise provided for.
- Periodic information reporting about the Dreyfus Funds,
including any necessary delivery of a Dreyfus Fund's
prospectus, annual and semi-annual reports and other materials
that the Dreyfus Fund is required by law or otherwise to
provide to its shareholders, as not otherwise provided for.
6
Dreyfus Fund-related Contract Owner Services
- Maintain adequate fidelity bond or similar coverage for all
Insurance Company officers, employees, investment advisers and
other individuals or entities controlled by the Insurance
Company who deal with the money and/or securities of the
Dreyfus Funds.
- Provide general information with respect to Dreyfus Fund
inquiries (not including information about performance or
related to sales).
- Provide information regarding performance of the Dreyfus Funds
and the subaccounts of the Separate Accounts.
- Oversee and assist the solicitation, counting and voting or
contract owner voting interests in the Dreyfus Funds pursuant
to Dreyfus Fund proxy statements.
Other Administrative Support
- Provide other administrative and legal compliance support for
the Funds as mutually agreed upon by the Insurance Company and
the Dreyfus Funds.
- Provide financial consultants with advise with respect to
inquiries related to the Dreyfus Funds (not including
information related to sales).
- Provide such other administrative support for the Dreyfus Fund
as may be mutually agreed to by Insurance Company and Dreyfus
to the extent permitted or required under applicable statutes,
and relieve the Dreyfus Fund of other usual or incidental
administrative services provided to individual
Contractholders.
