SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 30, 1998
Xxxxx Xxxxxxx & Co.
Two Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Dear Sirs:
As you are aware, Dreyfus Tax-Smart Growth Fund (the "Fund"),a series
of The Dreyfus/Laurel Funds, Inc., a Maryland corporation (the "Company"),
desires to employ its capital by investing and reinvestingthe same in
investments of the type and in accordance with the limitations specified in its
Articles of Incorporation 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 Company's Board of Directors. The Company intends to employ
The Dreyfus Corporation (the "Adviser") to act as the Fund's investment adviser
pursuant to a written agreement with the Company dated April 4, 1994,
transferred to the Adviser on October 17, 1994 (the "Management Agreement"), a
copy of which has been furnished to you. The Adviser desires to employ you to
act as the Fund's sub-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.
Subject to the supervision and approval of the Adviser, you will
provide investment management of the Fund's portfolio in accordance with
the Fund's 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 supervise the Fund's investments
and conduct a continuous program of investment, evaluation and, if
appropriate, sale and reinvestment of the Fund's assets. You will furnish
to the Adviser or the Fund such statistical information, with respect to
the investments which the Fund may hold or contemplate purchasing, as the
Adviser or the Fund may reasonably request.
The Fund and the Adviser wish to be informed of important
developments materially affecting the Fund's portfolio and shall expect
you, on your own initiative, to furnish to the Fund or the Adviser from
time to time such information as you may believe appropriate for this
purpose.
You shall exercise your best judgment in rendering the services
to be provided hereunder, and the Adviser agrees as an inducement to your
undertaking the same that you shall not be liable hereunder for any error
of judgment or mistake of law or for any loss suffered by the Fund or the
Adviser, provided that nothing herein shall be deemed to protect or purport
to protect you against any liability to the Adviser, the Fund or the Fund's
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.
In consideration of services rendered pursuant to this Agreement,
the Adviser will pay you, on the first business day of each month, out of
the management fee it receives and only to the extent thereof, an annual
fee of .30 of 1% of the value of the Fund's average daily net assets,
calculated daily and paid monthly.
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. The fee for the period from the date following
the commencement of sales of the Fund's shares (after any sales are made to
the Adviser or its affiliates) to the end of the month during which such
sales shall have been commenced shall be pro-rated according to the
proportion which such period bears to the full monthly period, and 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 within 10
business days of date of termination of this Agreement.
For the purpose of determining fees payable to you, the value of
the Fund's net assets shall be computed in the manner specified in the
Fund's Articles of Incorporation for the computation of the value of the
Fund's net assets.
You will bear all expenses in connection with the performance of
your services under this Agreement. All other expenses to be incurred in
the operation of the Fund (other than those borne by the Adviser) will be
borne by the Fund, except to the extent specifically assumed by you. Under
the Management Agreement, Dreyfus pays all of the Fund's expenses, except
brokerage fees, taxes, interest, fees and expenses of non-interested
Directors (including counsel fees), Rule 12b-1 fees (if applicable) and
extraordinary expenses, each of which is borne by the Fund.
The Adviser understands that you now act, and that from time to
time hereafter you may act, as investment adviser to one or more other
investment companies and fiduciary or other managed accounts, and the
Adviser has no objection to your so acting, provided that when 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 the Fund or the size of the position obtainable
for or disposed of by the Fund.
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 services 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.
You shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund or the Adviser in connection with
the matters to which this Agreement relates, except 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. Any person, even though also
your officer, director, partner, employee or agent, who may be or become an
officer, Director, 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.
This Agreement shall continue until April 4, 2000, and thereafter
shall continue automatically for successive annual periods ending on April
4th of each year, provided such continuance is specifically approved at
least annually by (i) the Fund's Directors or (ii) vote of a majority (as
defined in the Investment Company Act of 1940, as amended) of the Fund's
outstanding voting securities, provided that in either event its
continuance also is approved by a majority of the Fund's Directors 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. This Agreement is terminable without penalty
(i) by the Adviser upon 60 days' notice to you, (ii) by the Fund's
Directors or by vote of the holders of a majority of the Fund's shares upon
60 days' notice to you, or (iii) by you upon not less than 90 days' notice
to the Fund and the Adviser. This Agreement also will terminate
automatically in the event of its assignment (as defined in said Act). In
addition, notwithstanding anything herein to the contrary, if the
Management Agreement terminates for any reason, this Agreement shall
terminate effective upon the date the Management Agreement terminates.
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,
THE DREYFUS CORPORATION
By:
Name:
Title:
Accepted:
XXXXX XXXXXXX & CO.
By:__________________
Name:
Title:
