AGREEMENT
AGREEMENT made as of the _____ day of June, 1999 by and
between The Dreyfus Corporation ("Dreyfus"), a New York corporation, and
First Allmerica Financial Life Insurance Company ("Insurance Company"), a
Massachusetts 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
twenty basis points (0.20%) 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,
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 (i) 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, or (ii) any material errors committed by Dreyfus or a Dreyfus
Fund in the calculation of net asset value, dividend and capital gain
information with respect to a Dreyfus Fund or in the processing of a purchase
or redemption order transmitted by Insurance Company in respect of shares of
a Dreyfus Fund.
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. Either party hereto may terminate this Agreement,
without penalty, on 180 days' written notice to the other party; provided,
however, that this Agreement will terminate automatically, as to a Dreyfus
Fund, upon the termination of the Participation Agreement as to such Dreyfus
Fund; provided further, that this Agreement will terminate immediately upon
the determination of either party, with the advice of counsel, that the
payment of the Service Fee is in conflict with applicable law. Termination
of this Agreement under the preceding sentence 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.
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.
-2-
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.
IN WITNESS HEREOF, the parties hereto have executed and
delivered this Agreement as of the date first above written.
FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY
------------------------------
By: /s/
---------------------------
Authorized Signatory
------------------------------
Print or Type Name
THE DREYFUS CORPORATION
By: /s/
---------------------------
Authorized Signatory
------------------------------
Print or Type Name
-3-
SCHEDULE A
The Dreyfus Socially Responsible Growth Fund, Inc.
Dreyfus Investment Portfolios
MidCap Stock Portfolio
-4-
EXHIBIT A
Insurance Company shall provide the following Administrative Services:
1. Aggregate, allocate, transfer, and liquidate orders
of each Separate Account.
2. Print and mail to Contractholders copies of the
Dreyfus Fund's prospectuses and other materials that the Dreyfus Fund is
required by law or otherwise to provide to its shareholders, but that
Insurance Company is not otherwise required to provide to Contractholders.
3. Provide financial consultants with advice with
respect to inquiries related to the Dreyfus Fund (not including information
related to sales).
4. 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.
-5-
