SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
000 XXXX XXXXXX
XXX XXXX, XXX XXXX 00000
June 15, 1999
NCM Capital Management Group, Inc.
000 Xxxx Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000-0000
Dear Sirs:
As you are aware, The Dreyfus Socially Responsible Growth Fund, Inc., a
Maryland corporation (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 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 Fund's Board of Directors.
The Fund intends to employ The Dreyfus Corporation (the "Adviser") to act as its
investment adviser pursuant to a written agreement (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 include persons employed by you who also act as officers
of the Fund. The compensation of such person or persons shall be paid by you and
no obligation may be incurred on either the Fund's or Adviser'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, a fee calculated
daily and paid monthly based on the Fund's average daily net assets for the
preceding month as follows:
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ANNUAL FEE AS A
TOTAL ASSETS PERCENTAGE OF AVERAGE
DAILY NET ASSETS
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0 to $32 million .10 of 1%
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In excess of $32 to $150 million .15 of 1%
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In excess of $150 to $300 million .20 of 1%
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In excess of $300 million .25 of 1%
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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) 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 the 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. The Adviser and the Fund have agreed that 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 the Adviser or you. The expenses to be borne by the Fund
include, without limitation, the following: organizational costs, taxes,
interest, loan commitment fees, interest and distributions on securities sold
short, brokerage fees and commissions, if any, fees of Directors who are not
officers, directors, employees or holders of 5% or more of the outstanding
voting securities of you or the Adviser or any affiliate of you or the 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 stockholders'
reports and meetings, costs of preparing, printing and distributing certain
prospectuses and statements of additional information, and any extraordinary
expenses.
If in any fiscal year the aggregate expenses of the Fund (including fees
pursuant to the Fund's Management Agreement, but excluding interest, taxes,
brokerage and, with the prior written consent of the necessary state securities
commissions, extraordinary expenses) exceed 1 1/2% of the average value of the
Fund's net assets for the fiscal year, the Adviser may deduct from the fees to
be paid hereunder, or you will bear such excess expense on a pro-rata basis with
the Adviser, in the proportion that the sub-advisory fee payable to you pursuant
to this Agreement bears to the fee payable to the Adviser pursuant to the
Management Agreement, 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 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. Notwithstanding
the above, you agree that you will not act as an investment adviser or
sub-adviser for any other registered investment company having socially
responsible investment policies, except those investment companies under your
management as of December 31, 1995, without the prior written consent of the
Fund and the Adviser.
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 herein contained 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 July 29, 1999 and thereafter shall
continue automatically for successive annual periods ending on July 29th of each
year, provided such continuance is specifically approved at least annually by
(i) the Fund's Board of Directors or (ii) a 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 Board of 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:
Accepted:
NCM CAPITAL MANAGEMENT GROUP, INC.
By:
