________________________________________________________________________________
AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
______________________________________________
________________________________________________________________________________
The Administrative Services Agreement dated November 8, 2000 by and between
THE DREYFUS CORPORATION and NATIONAL LIFE INSURANCE COMPANY (the "Agreement") is
hereby amended as follows:
Schedule A to the Agreement is hereby deleted and replaced in its entirety
by the Exhibit A attached hereto.
All other terms and provisions of the Agreement not amended shall hereby
remain in full force and effect.
Effective date: May 1, 2004
NATIONAL LIFE INSURANCE COMPANY
By: /s/ Xxxxxxxxx XxxXxxxx
___________________________
Name: Xxxxxxxxx XxxXxxxx
___________________________
Title: Vice President
___________________________
THE DREYFUS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
___________________________
Name: Xxxxxxx X. Xxxxxxx
___________________________
Title: Controller
___________________________
________________________________________________________________________________
SCHEDULE A
________________________________________________________________________________
LIST OF PARTICIPATING FUNDS
Fund Name Share Class Fee at an Annual Rate as a
_________ ___________ Percentage of the Average
Daily Net Asset Value of Fund
Shares (held on Behalf of
Client Customers)
Dreyfus Variable Investment Fund
- Appreciation Portfolio Initial Shares .20%
- Developing Leaders Portfolio Initial Shares .20%
- Quality Bond Portfolio Initial Shares .20%
The Dreyfus Socially Responsible
Growth Fund, Inc. Initial Shares .20%
2
ADMINISTRATIVE SERVICES AGREEMENT
_________________________________
AGREEMENT effective as of the 8th day of November, 2000 by and between THE
DREYFUS CORPORATION ("Dreyfus"), a New York corporation; NATIONAL LIFE INSURANCE
COMPANY ("Client"), a Vermont 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, 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 which allocate their investments to
subaccounts that correspond with the Client's purchase of shares of the Dreyfus
Funds; 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's contract
owners ("Client Customers") who allocate their investments to subaccounts of
variable life and/or annuity contracts that correspond with the certain Dreyfus
Funds. Client will purchase Dreyfus Fund shares for such subaccounts of the
separate accounts that fund certain variable annuity and/or variable life
contracts. The shares will be held in these separate accounts and 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 investment divisions which correspond with shares of the
Dreyfus Funds purchased through the Master Account, 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 represents and warrants that it will only purchase shares of the
Dreyfus Funds for the purpose of funding the subaccounts of its separate
accounts. Client represents and warrants that it will not vote such Dreyfus Fund
shares registered in its name or the name of its separate accounts on its own
behalf (so long as the SEC 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 the Agreement shall in no way limit the authority of
Dreyfus, or 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 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.
8. Client shall indemnify and hold harmless the Dreyfus Funds, The Dreyfus
Corporation, DSC, 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.
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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 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 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 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.
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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.
NATIONAL LIFE INSURANCE COMPANY
By: /s/ Xxxxxx von Gal
_______________________________
Authorized Signatory
Xxxxxx von Gal, Vice President
___________________________________
Print or Type Name
THE DREYFUS CORPORATION
By: /s/ Xxxxxxx Xxxxxxx
_______________________________
Authorized Signatory
Xxxxxxx Xxxxxxx
___________________________________
Print or Type Name
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SCHEDULE A
Fee Fund Name
20 bp The Dreyfus Socially Responsible Growth Fund, Inc.
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 units purchased and redeemed and unit values of the investment divisions
which correspond with shares of the Dreyfus Funds purchased by Client's separate
account. Client shall also maintain records of the Client's separate account
which reflect the total shares purchased and redeemed and the Client's separate
account's 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 the shares.
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 ADMINISTRATIVE SERVICES AGREEMENT
______________________________________________
The Administrative Services Agreement dated November 8, 2000 by and between
THE DREYFUS CORPORATION and NATIONAL LIFE INSURANCE COMPANY (the "Agreement") is
hereby amended as follows:
Schedule A to the Agreement is hereby deleted and replaced in its entirety
by the Exhibit A attached hereto.
All other terms and provisions of the Agreement not amended shall hereby
remain in full force and effect.
Effective date: May 1, 2004
NATIONAL LIFE INSURANCE COMPANY
By: /s/ Xxxxxxxxx XxxXxxxx
___________________________
Name: Xxxxxxxxx XxxXxxxx
___________________________
Title: Vice President
___________________________
THE DREYFUS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
___________________________
Name: Xxxxxxx X. Xxxxxxx
___________________________
Title: Controller
___________________________
SCHEDULE A
LIST OF PARTICIPATING FUNDS
Fund Name Share Class Fee at an Annual Rate as a
_________ ___________ Percentage of the Average
Daily Net Asset Value of Fund
Shares (held on Behalf of
Client Customers)
Dreyfus Variable Investment Fund
- Appreciation Portfolio Initial Shares .20%
- Developing Leaders Portfolio Initial Shares .20%
- Quality Bond Portfolio Initial Shares .20%
The Dreyfus Socially Responsible
Growth Fund, Inc. Initial Shares .20%
2
