ADMINISTRATIVE SERVICES AGREEMENT
EX-99.B8.v.
AGREEMENT effective as of the 1st day of September, 2012, 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 of the Funds listed on Schedule A hereto; and
WHEREAS, Dreyfus provides investment advisory and/or administrative services to the Dreyfus Funds; and
WHEREAS, MBSC Securities Corporation ("MBSC") 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 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. Client represents and warrants that it has performed all reasonable due diligence on other parties that Client contracts with to provide any Administrative Services, including but not limited to subcontractors, third-party vendors and account administrators, for the provision of the Administrative Services or other activities of Client required by this Agreement.
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 MBSC 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. Any and all disputes by the Client regarding payment under the terms of the Agreement and this Schedule A must be made within 30 days of receipt of payment by the Client and after such 30 days has lapsed, such disputes will only be considered by MBSC at its sole discretion.
9. The Client is solely responsible for the accuracy of its invoice and the accompanying statement showing the calculation of the Fees and the number of Participant accounts underlying the account maintained in each Fund as of the last day of the month. The Client shall preserve and maintain all records related to the calculation of such Fees and, upon the request of MBSC, shall provide copies of such records. MBSC, at its sole discretion, may dispute the calculation of the Fees. The Client represents and warrants that its calculation of the Fees will be accurate and complete. To the extent the Client overcharges MBSC, the Client agrees to promptly remit payment to MBSC.
10. Client shall indemnify and hold harmless the Dreyfus Funds, Dreyfus, MBSC, 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 (including and any performance and non-performance of any other parties that Client assigns or contracts its provision of Administrative for Services to) of its responsibilities under this Agreement.
11. 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.
12. After the date of any termination of this Agreement in accordance with paragraph 11, 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.
13. 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.
14. 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.
15. 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 MBSC 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 MBSC to Client.
16. 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.
17. The provisions of this Agreement and its accompanying exhibits, are applicable only to the MBSC dealer code 007362, correspondingly NSCC Firm Number 4523, and do not apply to any other relationship by and between the parties. Any addition, deletion or modification of a dealer code may only be made pursuant to a written instrument signed by each party. Client is solely responsible for coding the correct dealer and/or branch code on each account.
18. 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.
19. 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/ Xxxxx Xxxxxx
Authorized Signatory
Xxxxx Xxxxxx, Vice President, Investments
Print or Type Name
THE DREYFUS CORPORATION
By: /s/ Xxxxxxx Xxxxxxx
Authorized Signatory
Xxxxxxx Xxxxxxx
Print or Type Name
SCHEDULE A
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Fund Name
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Share Class
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Fee at an Annual Rate as a Percentage of the Average Daily Net Asset Value of Fund Shares (held on Behalf of Client Customers)
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Dreyfus Investment Portfolios
Technology Growth Portfolio
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Service
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0.25%
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|
Dreyfus Variable Investment Fund
Appreciation Portfolio
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Service
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0.25%
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The Dreyfus Socially Responsible Growth Fund, Inc.
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Service
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0.25%
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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.
ADM-AGREEMENT-003-WORDPROC-028
