ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT effective as of the 1st day of September by and between THE
DREYFUS CORPORATION ("Dreyfus"), a New York corporation, and ZURICH LIFE
INSURANCE COMPANY OF NEW YORK ("Client"), 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 "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, 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.
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.
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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.
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ZURICH LIFE INSURANCE COMPANY OF NEW YORK
By:
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Authorized Signatory
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Print or Type Name
THE DREYFUS CORPORATION
By:
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Authorized Signatory
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Print or Type Name
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SCHEDULE A
Fee at an Annual Rate as a Percentage
of the Average Daily Net Asset Value
of Fund Shares (held on Behalf of
Fund Name Share Class Client Customers)
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The Dreyfus Socially Responsible Growth Fund, Inc. Initial Class Shares 0. %
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Dreyfus Investment Portfolios
Mid Cap Stock Portfolio Service Class Shares 0. %
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Technology Growth Portfolio Service Class Shares 0. %
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Dreyfus Variable Investment Fund
Money Market Portfolio 0. %
---
Small Company Stock Portfolio Service Class Shares 0. %
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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.
