AGREEMENT
AGREEMENT made as of the _____ day of June, 1999 by and between The
Dreyfus Corporation ("Dreyfus"), a New York corporation, and Allmerica
Financial Life Insurance and Annuity Company ("Insurance Company"), a
Delaware 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 "Dreyfus
Fund" and collectively, the "Dreyfus Funds"), is an investment company
registered under the Investment Company Act of 1940, as amended, or a series
thereof;
WHEREAS, Insurance Company, on its own behalf and on behalf of each
of the Separate Accounts identified therein (each, a "Separate Account"), has
entered into a Fund Participation Agreement (the "Participation Agreement")
with each of the Dreyfus Funds;
WHEREAS, Dreyfus provides investment advisory and/or administrative
services to the Dreyfus Funds; and
WHEREAS, Dreyfus desires that Insurance Company provide certain
administrative services which will benefit each of the Dreyfus Funds, and
Insurance Company desires 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. Insurance Company agrees to provide to each of the Dreyfus
Funds the administrative services specified in Exhibit A hereto (the
"Administrative Services").
2. In consideration of the anticipated administrative expense
savings resulting to the Dreyfus Funds from Insurance Company's services,
Dreyfus agrees to pay Insurance Company at the end of each calendar month a
fee (the "Service Fee") which will accrue daily at an annual rate of twenty
basis points (0.20%) of the aggregate net asset value of all of the issued
and outstanding shares of each Dreyfus Fund held in the subaccounts of the
Separate Accounts.
3. The parties to this Agreement recognize and agree that
Dreyfus' payments to Insurance Company relate to administrative services
provided to the Dreyfus Funds and do not constitute payment in any manner for
administrative services provided by Insurance Company to the Separate
Accounts or to Contractholders (as defined in the Participation Agreement),
for investment advisory services or for costs of distribution of the
Contracts (as defined in the Participation Agreement) or shares of the
Dreyfus Funds, and that these payments are not otherwise related to
investment advisory or distribution services or expenses.
4. Insurance Company agrees to indemnify and hold harmless
Dreyfus and its directors, officers, and employees from any and all loss,
liability, damage and expense resulting from any gross negligence or willful
wrongful act of Insurance Company in performing its services under this
Agreement or from a breach of a material provision of this Agreement, except
to the extent such loss, liability, damage or expense is the result of
Dreyfus' willful misfeasance, bad faith or gross negligence in the
performance of its duties.
Dreyfus agrees to indemnify and hold harmless Insurance Company and
its directors, officers, agents and employees from any and all loss,
liability, damage and expense resulting from any gross negligence or willful
wrongful act of Dreyfus in performing its services under this Agreement or
from a breach of a material provision of this Agreement, except to the extent
such loss, liability, damage or expense is the result of Insurance Company's
willful misfeasance, bad faith or gross negligence in the performance of its
duties. Dreyfus also agrees to indemnify and hold harmless Insurance Company
and its directors, officers, agents and employees from any and all loss,
liability, damage and expense resulting from (i) a Dreyfus Fund's failure,
whether unintentional or in good faith or otherwise, to comply with the
diversification requirements set forth in Section 817(h) of the Internal
Revenue Code of 1986, as amended, and the rules and regulations thereunder,
or (ii) any material errors committed by Dreyfus or a Dreyfus Fund in the
calculation of net asset value, dividend and capital gain information with
respect to a Dreyfus Fund or in the processing of a purchase or redemption
order transmitted by Insurance Company in respect of shares of a Dreyfus Fund.
5. It is understood and agreed that in performing the services
under this Agreement, Insurance Company, acting in its capacity described
herein, shall at no time be acting as an agent for Dreyfus or any of the
Dreyfus Funds. Insurance Company agrees, and agrees to cause its agents, not
to make any representations concerning a Dreyfus Fund except those contained
in the Dreyfus Fund's then current prospectus or in current sales literature
furnished by the Dreyfus Fund or Dreyfus to Insurance Company.
6. Either party hereto may terminate this Agreement, without
penalty, on 180 days' written notice to the other party; provided, however,
that this Agreement will terminate automatically, as to a Dreyfus Fund, upon
the termination of the Participation Agreement as to such Dreyfus Fund;
provided further, that this Agreement will terminate immediately upon the
determination of either party, with the advice of counsel, that the payment
of the Service Fee is in conflict with applicable law. Termination of this
Agreement under the preceding sentence is subject to payment by Dreyfus,
within ten (10) days following the termination date, of all Services Fees
remaining unpaid for any completed calendar month and pro-rated Service Fees
through the termination date for any partial calendar month.
7. This Agreement, including the provisions set forth in
paragraph 2, may be amended only 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.
8. 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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9. 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.
ALLMERICA FINANCIAL LIFE INSURANCE
AND ANNUITY COMPANY
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By: /s/
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Authorized Signatory
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Print or Type Name
THE DREYFUS CORPORATION
By: /s/
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Authorized Signatory
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Print or Type Name
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SCHEDULE A
The Dreyfus Socially Responsible Growth Fund, Inc.
Dreyfus Investment Portfolios
MidCap Stock Portfolio
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EXHIBIT A
Insurance Company shall provide the following Administrative Services:
1. Aggregate, allocate, transfer, and liquidate orders of each
Separate Account.
2. Print and mail to Contractholders copies of the Dreyfus Fund's
prospectuses and other materials that the Dreyfus Fund is required by law or
otherwise to provide to its shareholders, but that Insurance Company is not
otherwise required to provide to Contractholders.
3. Provide financial consultants with advise with respect to
inquiries related to the Dreyfus Fund (not including information related to
sales).
4. Provide such other administrative support for the Dreyfus Fund
as may be mutually agreed to by Insurance Company and Dreyfus to the extent
permitted or required under applicable statutes, and relieve the Dreyfus Fund
of other usual or incidental administrative services provided to individual
Contractholders.
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