EXHIBIT 99(8)(c)
AGREEMENT
AGREEMENT made as of the 11th day of August, 1998 by and between (i) The
Dreyfus Corporation ("Dreyfus"), a New York corporation; and (ii) American
General Life Insurance Company ("Client"), a Texas corporation.
WITNESSETH:
WHEREAS, each of the investment companies listed on Schedule A hereto as such
Schedule may be amended from time to time (collectively the "Dreyfus Funds,"
each a "Fund") are investment companies 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 Dreyfus Funds listed on Schedule A
hereto; and
WHEREAS, Dreyfus provides investment advisory and/or administrative services to
the Dreyfus Funds; and
WHEREAS, Premier Mutual Fund Services, Inc. ("Premier") 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 owners of shares of the Dreyfus Funds
who maintain their shares in a variable annuity account with Client; 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 the shareholders of
the Dreyfus Funds who maintain their shares of any such Dreyfus Funds in
variable annuity and variable life insurance accounts with Client and whose
shares are included in the master account ("Master Account") referred to in
paragraph 1 of Exhibit A (collectively, the "Client Customers").
2. Client represents that each beneficial owner of the shares is aware of and
agrees to the arrangements provided for in this Agreement. 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
of all the historical records relating to transactions between the Dreyfus Funds
and Client Customers, and written communications regarding the Fund(s) to or
from such 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 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 the 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 hereby represents and covenants that it does not, and will not, own or
hold or control with power to vote any shares of the Dreyfus Funds which are
registered in the name of Client or the name of its nominee and which are
maintained in Client variable annuity accounts. Client represents further that
it is registered as a broker-dealer under the Securities Exchange Act of 1934,
as amended (the "1934 Act"), and any applicable state securities laws, and as a
transfer agent under the 1934 Act, or is not required to be so registered,
including as a result of entering into this Agreement and performing the
Administrative Services.
6. The provisions of the Agreement shall in no way limit the authority of
Dreyfus, or any Dreyfus Fund or Premier 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 its 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 Exhibit A, of each Fund's average daily
net assets maintained in the Master Account for Client Customers. Payment shall
be made within 30 days following the end of each month.
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8. Client shall indemnify and hold harmless the Dreyfus Funds, The Dreyfus
Corporation, Dreyfus Service Corporation ("DSC"), Premier, and each of their
respective officers, directors, 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 any amounts 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 value of each
Fund's average daily net assets maintained in the Master Account as of the date
of such termination, for so long as such amounts are held in the Master Account
and Client continues to provide the Administrative Services with respect to such
amounts 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 amounts 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, 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
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DSC, or Premier 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 Premier 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 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.
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.
AMERICAN GENERAL LIFE INSURANCE COMPANY
By: /S/ Xxx X. Xxxx
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Authorized Signatory
Xxx X. Xxxx
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Print or Type Name
THE DREYFUS CORPORATION
By: Xxxxxxxx X. Xxxx
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Authorized Signatory
Xxxxxxxx X. Xxxx
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Print or Type Name
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SCHEDULE A
Fund Code Fee Fund Name
120 .15% Dreyfus Variable Investment Fund - Quality Bond Portfolio
121 .15% Dreyfus Variable Investment Fund - Small Cap Portfolio
EXHIBIT A
Pursuant to the Agreement by and among the parties hereto, Client shall perform
the following Administrative Services:
1. Maintain separate records for each Client Customer, which records shall
reflect shares purchased and redeemed and share balances. Client shall maintain
the Master Account with the transfer agent of the Fund on behalf of Client
Customers and such Master Account shall be in the name of Client or its nominee
as the record owner of the shares owned by such Client Customers.
2. For each Fund, disburse or credit to Client Customers all proceeds of
redemptions of shares of the Fund and all dividends and other distributions not
reinvested in shares of the Fund.
3. Prepare and transmit to Client Customers periodic account statements showing
the total number of 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 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 Board of 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.
AMENDMENT TO AGREEMENT
The agreement dated as of August 11, 1998 between The Dreyfus
Corporation and American General Life Insurance Company for the provision of
administrative services (the "Agreement") is hereby amended as follows:
Schedule A to the Agreement is deleted and replaced in its entirety by
the following:
"SCHEDULE A
Fund Code Fee Fund Name
120 .15% Dreyfus Variable Investment Fund Quality Bond Portfolio
121 .15% Dreyfus Variable Investment Fund Small Cap Portfolio
111 .15% The Dreyfus Socially Responsible Growth Fund, Inc."
All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
Effective Date: December 1, 1998
AMERICAN GENERAL LIFE THE DREYFUS CORPORATION
INSURANCE COMPANY
By:/s/ Xxx X. Xxxx By: /s/ Xxxxxxxx X. Xxxx
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Name:Xxx X. Xxxx Name: Xxxxxxxx X. Xxxx
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Title:Senior Vice President-Variable Contracts Title: Vice Chairman
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