Exhibit (5)(a)
INVESTMENT ADVISORY AGREEMENT
DREYFUS VARIABLE INVESTMENT FUND
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
August 24, 1994
As Amended, January 31, 1997
The Dreyfus Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
The above-named investment company (the "Fund") consisting of the
series named on Schedule 1 hereto, as such Schedule may be revised from time
to time (each, a "Series"), herewith confirms its agreement with you as
follows:
The Fund desires to employ its capital by investing and
reinvesting the same in investments of the type and in accordance with the
limitations specified in its charter documents and in its Prospectus and
Statement of Additional Information as from time to time in effect, copies
of which have been or will be submitted to you, and in such manner and to
such extent as from time to time may be approved by the Fund's Board. The
Fund desires to employ you to act as the Fund's investment adviser.
In this connection it is understood that from time to time you
will employ or associate with yourself such person or persons as you may
believe to be particularly fitted to assist you in the performance of this
Agreement. Such person or persons may be officers or employees who are
employed by both you and the Fund. The compensation of such person or
persons shall be paid by you and no obligation may be incurred on the Fund's
behalf in any such respect. We have discussed and concur in your employing
on this basis the indicated sub-advisers ("Dreyfus-engaged Sub-Investment
Advisers") and we intend to employ the indicated sub-advisers ("Fund-engaged
Sub-Investment Advisers") named on Schedule 1 hereto to act as the Fund's
sub-investment adviser with respect to the Series indicated on Schedule 1
hereto (the "Sub-Advised Series") to provide day-to-day management of the
Sub-Advised Series' investments.
Subject to the supervision and approval of the Fund's Board, you
will provide investment management of each Series' portfolio in accordance
with such Series' investment objectives and policies as stated in the Fund's
Prospectus and Statement of Additional Information as from time to time in
effect. In connection therewith, you will obtain and provide investment
research and will supervise each Series' investments and conduct, or with
respect to the Sub-Advised Series, supervise, a continuous program of
investment, evaluation and, if appropriate, sale and reinvestment of such
Series' assets. You will furnish to the Fund such statistical information,
with respect to the investments which a Series may hold or contemplate
purchasing, as the Fund may reasonably request. The Fund wishes to be
informed of important developments materially affecting any Series'
portfolio and shall expect you, on your own initiative, to furnish to the
Fund from time to time such information as you may believe appropriate for
this purpose.
In addition, you will supply office facilities (which may be in
your own offices), data processing services, clerical, accounting and
bookkeeping services, internal auditing and legal services, internal
executive and administrative services, and stationery and office supplies;
prepare reports to each Series' stockholders, tax returns, reports to and
filings with the Securities and Exchange Commission and state Blue Sky
authorities; calculate the net asset value of each Series' shares; and
generally assist in all aspects of the Fund's operations. You shall have
the right, at your expense, to engage other entities to assist you in
performing some or all of the obligations set forth in this paragraph,
provided each such entity enters into an agreement with you in form and
substance reasonably satisfactory to the Fund. You agree to be liable for
the acts or omissions of each such entity to the same extent as if you had
acted or failed to act under the circumstances.
You shall exercise your best judgment in rendering the services to
be provided to the Fund hereunder and the Fund agrees as an inducement to
your undertaking the same that neither you nor a Dreyfus-engaged Sub-
Investment Adviser shall be liable hereunder for any error of judgment or
mistake of law or for any loss suffered by one or more Series, provided that
nothing herein shall be deemed to protect or purport to protect you or the
Dreyfus-engaged Sub-Investment Adviser against any liability to the Fund or
a Series or to its security holders to which you would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of your duties hereunder, or by reason of your reckless
disregard of your obligations and duties hereunder, or to which the Dreyfus-
engaged Sub-Investment Adviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties under its Sub-Investment Advisory Agreement with you or by reason of
its reckless disregard of its obligations and duties under said Agreement.
In consideration of services rendered pursuant to this Agreement,
the Fund will pay you on the first business day of each month a fee at the
rate set forth opposite each Series' name on Schedule 1 hereto. Net asset
value shall be computed on such days and at such time or times as described
in the Fund's then-current Prospectus and Statement of Additional
Information. Upon any termination of this Agreement before the end of any
month, the fee for such part of a month shall be pro-rated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to you, the value of
each Series' net assets shall be computed in the manner specified in the
Fund's charter documents for the computation of the value of each Series'
net assets.
You will bear all expenses in connection with the performance of
your services under this Agreement and will pay all fees of each Dreyfus-
engaged Sub-Investment Adviser in connection with its duties in respect of
the Fund. All other expenses to be incurred in the operation of the Fund
(other than those borne by any Sub-Investment Adviser) will be borne by the
Fund, except to the extent specifically assumed by you. The expenses to be
borne by the Fund include, without limitation, the following:
organizational costs, taxes, interest, loan commitment fees, interest and
distributions paid on securities sold short, brokerage fees and commissions,
if any, fees of Board members who are not your officers, directors or
employees or holders of 5% or more of your outstanding voting securities or
those of any Sub-Investment Adviser or any affiliate of you or any Sub-
Investment Adviser, Securities and Exchange Commission fees and state Blue
Sky qualification fees, advisory fees, charges of custodians, transfer and
dividend disbursing agents' fees, certain insurance premiums, industry
association fees, outside auditing and legal expenses, costs of independent
pricing services, costs of maintaining the Fund's existence, costs
attributable to investor services (including, without limitation, telephone
and personnel expenses), costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and for
distribution to existing stockholders, costs of stockholders' reports and
meetings, and any extraordinary expenses.
As to each Series, if in any fiscal year the aggregate expenses of
the Fund (including fees pursuant to this Agreement and the Fund's Sub-
Investment Advisory Agreement with a Fund-engaged Sub-Investment Adviser,
but excluding interest, taxes, brokerage and, with the prior written consent
of the necessary state securities commissions, extraordinary expenses)
exceed the expense limitation of any state having jurisdiction over the
Series, the Fund may deduct from the fees to be paid hereunder (and the Sub-
Investment Advisory Agreement with the Fund-engaged Sub-Investment Adviser),
or you (and the Fund-engaged Sub-Investment Adviser) will bear, such excess
expense to the extent required by state law. Your obligation pursuant
hereto will be limited to the amount of your fees hereunder. Such deduction
or payment, if any, will be estimated daily, and reconciled and effected or
paid, as the case may be, on a monthly basis.
The Fund understands that you and each Dreyfus-engaged Sub-
Investment Adviser now act, and that from time to time hereafter you or a
Dreyfus-engaged Sub-Investment Adviser may act, as investment adviser to one
or more other investment companies and fiduciary or other managed accounts,
and the Fund has no objection to your and the Dreyfus-engaged Sub-Investment
Adviser's so acting, provided that when the purchase or sale of securities
of the same issuer is suitable for the investment objectives of two or more
companies or accounts managed by you which have available funds for
investment, the available securities will be allocated in a manner believed
by you to be equitable to each company or account. It is recognized that in
some cases this procedure may adversely affect the price paid or received by
one or more Series or the size of the position obtainable for or disposed of
by one or more Series.
In addition, it is understood that the persons employed by you to
assist in the performance of your duties hereunder will not devote their
full time to such service and nothing contained herein shall be deemed to
limit or restrict your right or the right of any of your affiliates to
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
Neither you nor a Dreyfus-engaged Sub-Investment Adviser shall be
liable for any error of judgment or mistake of law or for any loss suffered
by the Fund in connection with the matters to which this Agreement relates,
except, in the case of you, for a loss resulting from willful misfeasance,
bad faith or gross negligence on your part in the performance of your duties
or from reckless disregard by you of your obligations and duties under this
Agreement and, in the case of a Dreyfus-engaged Sub-Investment Adviser, for
a loss resulting from willful misfeasance, bad faith or gross negligence on
its part in the performance of its duties or from reckless disregard by it
of its obligations and duties under its Sub-Investment Advisory Agreement
with you. Any person, even though also your officer, director, partner,
employee or agent, who may be or become an officer, Board member, employee
or agent of the Fund, shall be deemed, when rendering services to the Fund
or acting on any business of the Fund, to be rendering such services to or
acting solely for the Fund and not as your officer, director, partner,
employee or agent or one under your control or direction even though paid by
you.
As to each Series, this Agreement shall continue until the date
set forth opposite such Series' name on Schedule 1 hereto (the "Reapproval
Date") and thereafter shall continue automatically for successive annual
periods ending on the day of each year set forth opposite the Series' name
on Schedule 1 hereto (the "Reapproval Day"), provided such continuance is
specifically approved at least annually by (i) the Fund's Board or (ii) vote
of a majority (as defined in the Investment Company Act of 1940) of such
Series' outstanding voting securities, provided that in either event its
continuance also is approved by a majority of the Fund's Board members who
are not "interested persons" (as defined in said Act) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. As to each Series, this Agreement is terminable
without penalty, on 60 days' notice, by the Fund's Board or by vote of
holders of a majority of such Series' shares or, upon not less than 90 days'
notice, by you. This Agreement also will terminate automatically, as to the
relevant Series, in the event of its assignment (as defined in said Act).
The Fund recognizes that from time to time your directors,
officers and employees may serve as directors, trustees, partners, officers
and employees of other corporations, business trusts, partnerships or other
entities (including other investment companies) and that such other entities
may include the name "Dreyfus" as part of their name, and that your
corporation or its affiliates may enter into investment advisory or other
agreements with such other entities. If you cease to act as the Fund's
investment adviser, the Fund agrees that, at your request, the Fund will
take all necessary action to change the name of the Fund to a name not
including "Dreyfus" in any form or combination of words.
The Fund is agreeing to the provisions of this Agreement that
limit a Dreyfus-engaged Sub-Investment Adviser's liability and other
provisions relating to a Dreyfus-engaged Sub-Investment Adviser so as to
induce the Dreyfus-engaged Sub-Investment Adviser to enter into its Sub-
Investment Advisory Agreement with you and to perform its obligations. Each
Dreyfus-engaged Sub-Investment Adviser is expressly made a third party
beneficiary of this Agreement with rights as respects the Sub-Advised Series
to the same extent as if it had been a party hereto.
This Agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund in his capacity as an officer of the Fund.
The obligations of this Agreement shall only be binding upon the assets and
property of the Fund and shall not be binding upon any Board member, officer
or shareholder of the Fund individually.
If the foregoing is in accordance with your understanding, will
you kindly so indicate by signing and returning to us the enclosed copy
hereof.
Very truly yours,
DREYFUS VARIABLE INVESTMENT FUND
By:______________________________
Accepted:
THE DREYFUS CORPORATION
By:_______________________________
SCHEDULE 1
Annual Fee as
a Percentage
of Average
Daily Net
Name of Series Assets Reapproval Date Reapproval Day
Balanced Portfolio .75 of 1% May 21, 1998 May 21st
Capital Appreciation
Portfolio1 * May 21, 1997 May 21st
Disciplined Stock
Portfolio .75 of 1% May 21, 1997 May 21st
Growth and Income
Portfolio .75 of 1% May 21, 1997 May 21st
International Equity
Portfolio .75 of 1% May 21, 1997 May 21st
International Value
Portfolio 1% May 21, 1997 May 21st
Limited Term High .65 of 1% May 21, 1998 May 21st
Income Portfolio
Managed Assets
Portfolio .75 of 1% May 21, 1998 May 21st
Money Market
Portfolio .50 of 1% May 21, 1997 May 21st
Quality Bond
Portfolio .65 of 1% May 21, 1997 May 21st
Small Cap Portfolio .75 of 1% May 21, 1997 May 21st
Small Company
Stock Portfolio .75 of 1% May 21, 1997 May 21st
Zero Coupon 2000
Portfolio .45 of 1% May 21, 1997 May 21st
____________________
* .55% of the first 150 million of total assets; .50% of the next $150
million of total assets; and .375% of total assets over $300 million.
1 The Fund has employed Xxxxx Xxxxxxx & Co. to act as sub-investment
adviser.
As Revised: March 10, 1997
