MANAGEMENT AGREEMENT
DREYFUS INVESTMENT PORTFOLIOS
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
April 16, 1998
Amended as of March 31, 2002
The Dreyfus Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
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 for as long as you deem it
appropriate each indicated sub-adviser (each, a "Sub-Investment Adviser") 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 the 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 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
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. The fee for the
period from the date of the commencement of the public sale of a Series' shares
to the end of the month during which such sale 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 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 a Sub-Investment
Adviser in connection with its duties in respect of a Sub-Advised Series. All
other expenses to be incurred in the operation of the Fund (other than those
borne by a Sub-Investment Adviser) will be borne by the Fund, except to the
extent specifically assumed by you or otherwise indicated on Schedule 1 hereto.
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 the outstanding voting securities of you or the
Sub-Investment Adviser or any affiliate of you or the 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.
The Fund understands that you and the Sub-Investment Adviser now
act, and that from time to time hereafter you or the 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 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 the 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 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 the
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. 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.
In addition, the Fund recognizes that from time to time the
Sub-Investment Adviser's 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 Sub-Investment Adviser's
primary name as part of their name, and that the Sub-Investment Adviser's
corporation or its affiliates may enter into sub-investment advisory or other
agreements with such other entities. If the Sub-Investment Adviser ceases to act
as the Sub-Advised Series' sub-investment adviser, and none of the
Sub-Investment Adviser's directors, officers or employees act as a portfolio
manager for such Sub-Advised Series, the Fund agrees that, at the Sub-Investment
Adviser's request, the Fund will take all necessary action to change the name of
the Sub-Advised Series to a name not including the Sub-Investment Adviser's
primary name in any form or combination of words.
The Fund is agreeing to the provisions of this Agreement that limit
the Sub-Investment Adviser's liability and other provisions relating to the
Sub-Investment Adviser so as to induce the Sub-Investment Adviser to enter into
its Sub-Investment Advisory Agreement with you and to perform its obligations
thereunder. The 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 or the affected Series, as the case may be, 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 INVESTMENT PORTFOLIOS
By:/s/Xxxxxxxxx Xxxxxx
---------------------------
Xxxxxxxxx Xxxxxx
Vice President
Accepted:
THE DREYFUS CORPORATION
By:/s/Xxxxxxxx X. Xxxx
----------------------------
Xxxxxxxx X. Xxxx
(PAGE)
SCHEDULE 1
Annual Fee as
a Percentage
of Average
Daily Net
Name of Series Assets Reapproval Date Reapproval Day
Core Bond Portfolio .60% August 31, 2003 August 31st
Core Value Portfolio .75% August 31, 2003 August 31st
Emerging Leaders Portfolio .90% August 31, 2003 August 31st
Emerging Markets Portfolio 1.25% August 31, 2003 August 31st
Midcap Stock .75% August 31, 2003 August 31st
Portfolio
Technology Growth .75% August 31, 2003 August 31st
Portfolio
Founders Discovery .90% August 31, 2003 August 31st
Portfolio(1)
Founders Growth .75% August 31, 2003 August 31st
Portfolio(1)
Founders International 1.00% August 31, 2003 August 31st
Equity Portfolio(1)
Founders Passport 1.00% Xxxxxx 00, 0000 Xxxxxx 00xx
Xxxxxxxxx(0)
Xxxxx Portfolio(2) 1.00% August 31, 2003 August 31st
SCHEDULE 1 (CONT'D)
Annual Fee as
a Percentage
of Average
Daily Net
Name of Series Assets Reapproval Date Reapproval Day
Small Cap Stock Index 0.35%(4) August 31, 2003 August 31st
Portfolio(3)
Revised as of: January 23, 2003
-------------
1 The Dreyfus Corporation has employed Founders Asset Management LLC to act
as sub-investment adviser to this Series.
2 The Dreyfus Corporation has employed Xxxxxx Capital Management Limited LLC
to act as sub-investment adviser to this Series.
3 Notwithstanding anything in this Agreement to the contrary, The Dreyfus
Corporation will bear all expenses incurred in the operation of this
Series, except the management fees payable by the Series hereunder,
interest, taxes, brokerage fees and commissions, if any, fees pursuant to
any distribution or shareholder services plan adopted by the Fund,
extraordinary expenses, the Series' allocated portion of the fees and
expenses of Board members who are not "interested persons" (as defined in
the Investment Company Act of 1940) of the Fund (the "Non-Interested Board
Members"), and the fees and expenses of independent counsel to the Fund and
to the Non-Interested Board Members.
4 Less the Series' allocated portion of the accrued fees and expenses of the
Non-Interested Board Members and fees and expenses of independent counsel
to the Fund and to the Non-Interested Board Members.
