FUND PARTICIPATION AGREEMENT
AMENDMENT NO. 1
The Fund Participation Agreement dated June 8, 1998 by and between EquiTrust
Life Insurance Company and each of Dreyfus Variable Investment Fund, the Dreyfus
Socially Responsible Growth Fund, Inc., Dreyfus Life and Annuity Index Fund,
Inc. (d/b/a Dreyfus Stock Index Fund); and Dreyfus Investment Portfolios, is
hereby amended as follows:
(1) Exhibit A is deleted in its entirety and replaced with a new Exhibit A as
attached hereto.
Effective Date: September 1, 2001
EquiTrust Life Insurance Company
By: /s/ Xxxxxx X. Xxxxxx
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Title: Vice President
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Date: September 18, 2001
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Dreyfus Variable Investment Fund
By:
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Title:
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Date:
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Dreyfus Socially Responsible Growth Fund,
Inc.
By:
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Title:
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Date:
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Dreyfus Life and Annuity Index Fund, Inc.
(d/b/a Dreyfus Stock Index Fund)
By:
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Title:
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Date:
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Dreyfus Investment Portfolios
By:
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Title:
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Date:
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Exhibit A
List of Participating Funds
FUND NAME SHARE CLASS
Dreyfus Variable Investment Fund
Appreciation Portfolio Initial Share Class
Disciplined Stock Portfolio Initial Share Class
Growth and Income Portfolio Initial Share Class
International Equity Portfolio Initial Share Class
Small Cap Portfolio Initial Share Class
The Dreyfus Socially Responsible Growth Fund, Inc. Service Share Class
0
Xxxxxxxxx 0, 0000
Xxxxxxx Service Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
We wish to enter into an Agreement with you with respect to our providing
distribution, advertising and marketing assistance and shareholder services
relating to the Service shares of each series of the management investment
companies (each a "Fund") set forth on Schedule A hereto, as such Schedule may
be revised from time to time, or if no series are set forth on such Schedule,
the Fund, for which you are the principal underwriter as defined in the
Investment Company Act of 1940, as amended (the "Act"), and the exclusive agent
for the continuous distribution of shares of the Funds pursuant to the terms of
a Distribution Agreement between you and the Fund.
The terms and conditions of this Agreement are as follows:
1. We agree to provide distribution, advertising and marketing assistance
relating to the Service shares of the Funds and shareholder services for
the benefit of owners of variable annuity contracts and variable life
insurance policies (together, "variable insurance products") we issue
through our separate accounts that invest in the Service shares of the
Funds ("owners"), which separate accounts are set forth on Schedule B
hereto, as such Schedule may be revised from time to time. Such services
may include, without limitation: answering owner inquiries about the
Funds; establishing information interfaces and websites and internal
systems for Service shares; providing assistance and support with regard
to the training of owner relationship personnel and sales agents;
providing statements and/or reports showing tax, performance, owner
account and other information relating to Service shares; providing
portfolio manager commentaries to owners and other interested parties;
and providing such other information and services as you reasonably may
request, to the extent we are permitted by applicable statute, rule or
regulation. If we are restricted or unable to provide the services
contemplated above, we agree not to perform such services and not to
accept fees thereafter. Our acceptance of any fees hereunder shall
constitute our representation (which shall survive any payment of such
fees and any termination of this Agreement and shall be reaffirmed each
time we accept a fee hereunder) that our receipt of such fee is lawful.
2. We shall provide such office space and equipment, telephone facilities
and personnel as is necessary or beneficial for providing the services
described in Paragraph 1 of this Agreement.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning any Fund, except those
contained in the then current
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Prospectus furnished to us by you or the Fund, or in such supplemental
literature or advertising materials as may be authorized by you in
writing.
4. We acknowledge that this Agreement is an agreement entered into pursuant
to the Fund's Distribution Plan adopted pursuant to Rule 12b-1 under the
Act, and shall become effective for a Fund only when approved by a vote
of a majority of (i) the Fund's Board of Directors or Trustees, as the
case may be (collectively "Directors," individually "Director"), and (ii)
Directors who are not "interested persons" (as defined in the Act) of the
Fund and have no direct or indirect financial interest in this Agreement,
cast in person at a meeting called for the purpose of voting on such
approval.
5. As to each Fund, this Agreement shall continue until the last day of the
calendar year next following the date of execution, and thereafter shall
continue automatically for successive annual periods ending on the last
day of each calendar year, providing such continuance is approved
specifically at least annually by a vote of a majority of (i) the Fund's
Directors and (ii) Directors who are not "interested persons" (as defined
in the Act) of the Fund and have no direct or indirect financial interest
in this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval.
6. (a) As to each Fund, this Agreement is terminable without penalty, at any
time, by vote of a majority of the Fund's Directors who are not
"interested persons" (as defined in the Act) and have no direct or
indirect financial interest in this Agreement or, upon not more than 60
days' written notice, by vote of holders of a majority of the Fund's
outstanding Service shares. As to each Fund, this Agreement is terminable
without penalty upon 15 days' notice by either party. In addition, you
may terminate this Agreement as to any or all Funds immediately, without
penalty, if the present investment adviser of such Fund(s) ceases to
serve the Fund(s) in such capacity, or if you cease to act as distributor
of such Fund(s). Notwithstanding anything contained herein, if the
Distribution Plan adopted by the Fund is terminated by the Fund's Board,
or the Distribution Plan, or any part thereof, is found invalid or is
ordered terminated by any regulatory or judicial authority, or we fail to
perform the distribution, advertising, marketing and shareholder
servicing functions contemplated herein as to any or all of the Funds,
this Agreement shall be terminable effective upon receipt of notice
thereof by us. This Agreement also shall terminate automatically, as to
the relevant Fund, in the event of its assignment (as defined in the
Act).
(b) This Agreement shall become effective only when accepted and signed
by you and when the conditions in Paragraph 4 of this Agreement are
satisfied. This Agreement may be amended by you upon 15 days' prior
notice to us, and such amendment shall be deemed accepted by us upon the
acceptance of a fee payable under this Agreement after the effective date
of any such amendment. This Agreement constitutes the entire agreement
and understanding between the parties hereto relating to the subject
matter hereof and supersedes any and all prior agreements between the
parties hereto relating to the subject matter hereof.
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7. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay us with
respect to each Fund, the fees set forth opposite the Fund's name on
Schedule A hereto. We understand that any payments pursuant to this
Agreement shall be paid only so long as this Agreement, the Plan and the
Fund's participation agreement with us are in effect. We agree that no
Director, officer or shareholder of the Fund shall be liable individually
for the performance of the obligations hereunder or for any such
payments.
8. Each party hereby represents and warrants to the other party that: (a) it
is a corporation, partnership or other entity duly organized and validly
existing in good standing under the laws of the jurisdiction in which it
was organized; (b) it will comply with all applicable federal and state
laws, and the rules, regulations, requirements and conditions of all
applicable regulatory and self-regulatory agencies or authorities in the
performance of its duties and responsibilities hereunder; (c) the
execution and delivery of this Agreement and the performance of the
transactions contemplated hereby have been duly authorized by all
necessary action, and all other authorizations and approvals (if any)
required for its lawful execution and delivery of this Agreement and its
performance hereunder have been obtained; and (d) upon execution and
delivery by it, and assuming due and valid execution and delivery by the
other party, this Agreement will constitute a valid and binding
agreement, enforceable in accordance with its terms.
9. We represent and warrant that the services we agree to render under this
Agreement are not services for which we deduct fees and charges under the
variable insurance products investing in the Service shares or for which
we are paid compensation pursuant to another arrangement.
10. We agree to provide to you and each applicable Fund such information
relating to our services hereunder as may be required to be maintained by
you and/or such Fund under applicable federal or state laws, and the
rules, regulations, requirements or conditions of applicable regulatory
and self-regulatory agencies or authorities.
11. (a) We agree to indemnify and hold harmless you and your officers and
directors, and each Fund and its Directors and any person who controls
you and/or the Fund within the meaning of Section 15 of the Securities
Act of 1933, as amended, from any and all loss, liability and expense
resulting from our gross negligence or willful wrongful acts under this
Agreement, except to the extent such loss, liability or expense is the
result of your willful misfeasance, bad faith or gross negligence in the
performance of your duties, or by reason of the reckless disregard of
your obligations and duties under this Agreement.
(b) You agree to indemnify and hold us and our officers and directors
harmless from any and all loss, liability and expense resulting from your
gross negligence or willful wrongful acts under this Agreement, except to
the extent such loss, liability or expense is the result of our willful
misfeasance, bad faith or gross negligence in the performance of our
duties, or by reason of our reckless disregard of our obligations and
duties under this Agreement.
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12. Neither this Agreement nor the performance of the services of the
respective parties hereunder shall be considered to constitute an
exclusive arrangement, or to create a partnership, association or joint
venture between you and us. Neither party hereto shall be, act as, or
represent itself as, the agent or representative of the other, nor shall
either party have the right or authority to assume, create or incur any
liability, or any obligation of any kind, express or implied, against or
in the name of, or on behalf of, the other party.
13. All notices required or permitted to be given pursuant to this Agreement
shall be given in writing and delivered by personal delivery or by
postage prepaid, registered or certified United States first class mail,
return receipt requested, or by telecopier, telex, telegram or similar
means of same day delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices to you shall
be given or sent to you at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: General Counsel, and all notices to us shall be given or sent
to us at our address, which shall be furnished to you in writing on or
before the effective date of this Agreement.
14. This Agreement shall be governed and construed in accordance with the
internal laws of the State of New York, without giving effect to the
principles of conflict of laws.
Very truly yours,
EQUITRUST LIFE INSURANCE COMPANY
0000 Xxxxxxxxxx Xxxxxx
Xxxx Xxx Xxxxxx, Xxxx 00000
By: /s/ Xxxxxx X. Xxxxxx
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Title: Vice President
Date: September 18, 2001
NOTE: Please sign and return both copies of this Agreement to Dreyfus Service
Corporation. Upon acceptance, one countersigned copy will be returned to you for
your files.
Accepted: DREYFUS SERVICE CORPORATION
By:
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Title:
Date:
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SCHEDULE A
FEE AT AN ANNUAL RATE AS A
PERCENTAGE OF AVERAGE DAILY NET
ASSET VALUE OF SERVICE SHARES HELD
FUND AND PORTFOLIO NAME ON BEHALF OF OWNERS(1)
The Dreyfus Socially Responsible
Growth Fund, Inc. .25%
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(1) For purposes of determining the fee payable hereunder, the average daily net
asset value of the Fund's Service shares shall be computed in the manner
specified in the Fund's charter documents and then-current Prospectus and
Statement of Additional Information.
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SCHEDULE B
Name of Separate Account
EquiTrust Life Annuity Account
EquiTrust Life Annuity Account II
EquiTrust Life Variable Account
EquiTrust Life Variable Account II
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