Exhibit 77Q (1)
MANAGEMENT AGREEMENT
THE DREYFUS/LAUREL FUNDS TRUST
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 21, 2005
The Dreyfus Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The above-named investment company (the "Trust") on behalf of one of its series,
Dreyfus Tax Managed Balanced Fund (the "Fund"), herewith confirms its agreement
with you as follows:
The Trust desires to employ the Fund's capital by investing and reinvesting the
same in investments of the type and in accordance with the limitations specified
in the Trust's charter documents and 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 Trust's Board. The Trust 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 Trust. The compensation of such person or persons shall be paid by you and
no obligation may be incurred on the Trust'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 Xxxxx Xxxxxxx & Co. to act as the Fund's sub-investment adviser (the
"Sub-Investment Adviser") to provide day-to-day investment management of the
equity portion of the Fund's investments as described in the Fund's Prospectus
and Statement of Additional Information as from time to time in effect (the
"sub-advised assets").
Subject to the supervision and approval of the Trust's Board, you will provide
investment management of the Fund's portfolio in accordance with the Fund's
investment objective, policies and limitations, as stated in the Fund's
Prospectus and Statement of Additional Information and the Trust's charter
documents as from time to time in effect. In connection therewith, you will
obtain and provide investment research and will supervise the Fund's investments
and conduct, and, with respect to the sub-advised assets, supervise the
Sub-Investment Adviser's conducting of, a continuous program of investment,
evaluation and, if appropriate, sale and reinvestment of the Fund's assets. You
will furnish to the Trust such statistical information, with respect to the
investments which the Fund may hold or contemplate purchasing, as the Trust may
reasonably request. The Trust wishes to be informed of important developments
materially affecting the Fund's portfolio and shall expect you, on your own
initiative, to furnish to the Trust 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 Trust. 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 Trust 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 Trust or the Fund 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 annual rate of .65
of 1 % of the value of the Fund's average daily net assets. 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 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 Trust's charter
documents 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: 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 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 Trust 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 Trust has no objection to your and the
Sub-Investment Adviser 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 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 Trust or 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 SubInvestment 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 the 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 Trust, shall be deemed, when rendering services
to the Trust or acting on any business of the Trust, to be rendering such
services to or acting solely for the Trust 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, 2007, 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
Trust'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 Trust'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 Trust's Board or by vote of holders of a majority of the
Fund's shares 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 Trust 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 investment adviser for the Trust's series, the Trust
agrees that, at your request, the Trust will take all necessary action to change
the name of the Trust to a name not including "Dreyfus" in any form or
combination of words.
The Trust 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.
This Agreement has been executed on behalf of the Trust by the undersigned
officer of the Trust in his capacity as an officer of the Trust. The obligations
of this Agreement shall only be binding upon the assets and property of the
Trust or Fund, 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,
THE DREYFUS/LAUREL FUNDS TRUST
/s/ Xxxxxxx X. Xxxxxx
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By: Xxxxxxx X. Xxxxxx
President
Accepted:
THE DREYFUS CORPORATION
By:
/s/J. Xxxxxxx Xxxxxxx
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J. Xxxxxxx Xxxxxxx Vice Chair
