MANAGEMENT AGREEMENT DREYFUS DYNAMIC ALTERNATIVES FUND, INC. 200 Park Avenue New York, New York 10166
DREYFUS
DYNAMIC ALTERNATIVES FUND, INC.
000 Xxxx Xxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
March 3,
2010
The
Dreyfus Corporation
000 Xxxx
Xxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Ladies
and Gentlemen:
The
above-named investment company (the "Fund") 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 the
Fund's 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 its investment
adviser.
In
connection with your serving as investment adviser to the Fund, 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 of 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 Mellon
Capital Management Corporation (the "Sub-Investment Adviser") to act as the
Fund's sub-investment adviser and provide day-to-day management of the Fund's
investments.
Subject
to the supervision and approval of the Fund's Board, you will provide investment
management of the Fund's portfolio in accordance with the Fund's investment
objective 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 continuous program of investment, evaluation
and, if appropriate, sale and reinvestment of the Fund's assets conducted by the
Sub-Investment Adviser. You will furnish to the Fund such statistical
information, with respect to the investments which the Fund may hold or
contemplate purchasing, as the Fund may reasonably request. The Fund
wishes to be informed of important developments materially affecting its
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 the Fund's
stockholders, tax returns, reports to and filings with the Securities and
Exchange Commission and state Blue Sky authorities; calculate the net asset
value of the Fund's 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 the Fund,
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 to its
stockholders 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 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 initial public sale of the Fund's 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 the Fund's net assets
shall be computed in the manner specified in the Fund's then-current Prospectus
and Statement of Additional Information 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 and will pay all fees of the 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 the 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
officers, directors, 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, license fees, 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 and which have available funds for investment in the
case of a purchase, 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
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, in your case, 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 the Sub-Investment Adviser 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.
This
Agreement shall continue until the date set forth 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 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 the Fund's 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. This
Agreement is terminable without penalty, on 60 days' notice, by the Fund's
Board or by vote of holders of a majority of the Fund's outstanding voting
securities or, upon not less than 90 days' notice, by you. This
Agreement also will terminate automatically 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 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 Fund to the same
extent as if it had been a party hereto.
If the
foregoing is in accordance with your understanding, will you kindly so indicate
by signing and returning to us the enclosed copy hereof.
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Very
truly yours,
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By:
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Name:
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Title:
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Accepted:
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THE
DREYFUS CORPORATION
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By:
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Name:
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Title:
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SCHEDULE
1
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Annual
Fee as a Percentage of Average
Daily Net Assets |
Reapproval
Date
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Reapproval
Day
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1.00%
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August
31, 2011
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August
31st
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