ADMINISTRATIVE SERVICES AGREEMENT
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AGREEMENT effective as of the 1st day of May by and between
THE DREYFUS CORPORATION ("Dreyfus"), a New York corporation, and ALLIANZ
LIFE INSURANCE COMPANY OF NORTH AMERICA ("Client"), a Minnesota 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 Exhibit
A 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, contact 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.
IN WITNESS HEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
By: /s/ Xxxxxxx X. Xxxxxx
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Authorized Signatory
Xxxxxxx X. Xxxxxx
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Print or Type Name
THE DREYFUS CORPORATION
By: /s/ Xxxxxxx X. Marsca
------------------------
Authorized Signatory
Xxxxxxx X. Marsca
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Print or Type Name
4
SCHEDULE A
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 Initial Class 0.3%
------------------------ Shares
Dreyfus Stock Index Fund Initial Class 0.3% on assets below $100 million
------------------------ Shares 0.5% on assets over $100 million
EXHIBIT A
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.
