ADMINISTRATIVE SERVICES AGREEMENT
This administrative services agreement ("Agreement") is effective as of
the 1st day of June, 2001 by and between THE DREYFUS CORPORATION ("Dreyfus"), a
New York corporation, and NEW YORK LIFE INSURANCE COMPANY ("Client"), a New
York corporation (each a "Party" and collectively, the "Parties").
WITNESSETH:
WHEREAS, each of the investment companies listed on Schedule A hereto, as such
Schedule may be amended from time to time in accordance with the provisions of
this Agreement (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 Fund; 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 have agreed to arrange separately for the performance of
certain administrative services, described herein, with respect to shares
attributable to owners of Client's variable life or variable annuity contracts
("Client Customers") who have invested in subaccounts that correspond with a
class of Fund shares designated 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 severally agrees as follows:
1. Subject to the terms and conditions below, Client agrees to provide or cause
to be provided the administrative services specified in Exhibit A hereto and
incorporated herein (the "Administrative Services"). Dreyfus represents and
warrants that the Administrative Services to be provided by Client are ones for
which Dreyfus, as investment adviser to the Fund, would otherwise bear the cost
directly.
2. 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 contract with or establish relationships with other parties for
the provision of the Administrative Services, provided that Client shall remain
responsible for completion of the same.
4. Each Party hereby agrees to notify the other Party promptly if for any
reason it is unable to perform fully and promptly any of its obligations under
this Agreement.
5. In consideration of the performance of the Administrative Services by
Client, Dreyfus agrees to pay Client a monthly fee at an annual rate, as set
forth in Schedule A, of the average daily net assets attributable to Fund
Shares for Client Customers. Payment shall be made within 30 days following the
end of each month.
6. Client shall indemnify and hold harmless Dreyfus and its officers,
directors, and trustees from and against any and all losses, claims, damages,
or liabilities that any one or more of them incurs, arising out of or resulting
from the failure to perform any of its responsibilities under this Agreement.
7. Dreyfus shall indemnify and hold harmless the Client and its officers,
directors, and trustees from and against any and all losses, claims, damages or
liabilities that any one or more of them incurs arising out of or resulting
from the failure to perform any of its responsibilities under this Agreement.
8. This Agreement shall continue for so long as Client performs the
Administrative Services described herein, except that Dreyfus or Client may
terminate this Agreement, without penalty, on six months' written notice to the
other Party if and when Fund Shares are no longer attributable to any Client
Customers. The provisions of paragraphs 2, 5, 6 and 7 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.
9. Notwithstanding any such termination, Dreyfus will remain obligated to pay
Client the fee specified on Schedule A with respect to the Fund Shares
attributable to any Client Customers as of
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the date of such termination, for so long as such Fund Shares are attributable
to any Client Customers 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.
10. Client understands and agrees that the obligations of Dreyfus under this
Agreement are solely the obligations of Dreyfus.
11. It is understood and agreed that in performing the services under this
Agreement Client, acting in its capacity described herein, is an independent
contractor, and shall at no time be deemed to be an employee of Dreyfus, or DSC
or any of the Dreyfus Funds.
12. This Agreement, including the provisions set forth herein in paragraph 5,
and including any exhibit(s) and schedule(s) hereto, 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.
13. All notices, requests, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given when sent by registered
or certified mail by the notifying Party to the other Party entitled to notice
at the addresses set forth below or at such other address as a Party may from
time to time specify in writing to the other Party.
If to Dreyfus:
The Dreyfus Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: General Counsel
If to Client:
New York Life Insurance and Annuity Corporation
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Rock, Senior Vice President
14. 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.
15. This Agreement shall be binding upon the Parties and their transferees,
successors and permitted assigns. The benefits of and the right to enforce this
Agreement shall accrue to the Parties and their transferees, successors and
permitted assigns.
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16. This Agreement, including its Exhibit and Schedule, constitutes the entire
agreement between the Parties regarding the provision of, and payment for, the
Administrative Services described 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.
NEW YORK LIFE INSURANCE COMPANY
By: /s/ Xxxxxx X. Rock
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Authorized Signatory 7-2-01
Xxxxxx X. Rock
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Print or Type Name
THE DREYFUS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Authorized Signatory
Xxxxxxx X. Xxxxxxx
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Print or Type Name
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SCHEDULE A
Fund Name Share Class Compensation
--------- ----------- ------------
Dreyfus Investment Portfolios
Technology Growth Portfolio Initial Shares Monthly fee at an annual rate equal to
of the average daily net
asset value of Fund Shares held on
behalf of Client Customers
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 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 coordinate with the transfer agent of the Fund to
reconcile Fund Share transactions attributable to Client and Client Customers on
a daily basis.
2. For each Fund, disburse or credit to Client Customers all proceeds of
redemptions of Fund Shares, and any dividends and other distributions not
reinvested in Fund Shares, attributable to the Contracts owned by the Client
Customers.
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 received by Client from any of
the Dreyfus Funds and that are 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 correspondence 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.