Exhibit (5) (a)
INVESTMENT ADVISORY AGREEMENT
DREYFUS VARIABLE INVESTMENT FUND
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
August 24, 1994
As Amended, May 23, 1996
The Dreyfus Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
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 the indicated sub-advisers ("Dreyfus-engaged Sub-
Investment Advisers") and we intend to employ the indicated sub-
advisers ("Fund-engaged Sub-Investment Advisers") 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 a Dreyfus-engaged 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
Dreyfus-engaged 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 Dreyfus-engaged
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. 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 Agree-
ment.
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 each Dreyfus-engaged 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 any 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 your officers, directors or employees or
holders of 5% or more of your outstanding voting securities or
those of any Sub-Investment Adviser or any affiliate of you or
any 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.
As to each Series, if in any fiscal year the aggregate
expenses of the Fund (including fees pursuant to this Agreement
and the Fund's Sub-Investment Advisory Agreement with a Fund-
engaged Sub-Investment Adviser, but excluding interest, taxes,
brokerage and, with the prior written consent of the necessary
state securities commissions, extraordinary expenses) exceed the
expense limitation of any state having jurisdiction over the
Series, the Fund may deduct from the fees to be paid hereunder
(and the Sub-Investment Advisory Agreement with the Fund-engaged
Sub-Investment Adviser), or you (and the Fund-engaged Sub-
Investment Adviser) will bear, such excess expense 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 Fund understands that you and each Dreyfus-engaged
Sub-Investment Adviser now act, and that from time to time
hereafter you or a Dreyfus-engaged 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 Dreyfus-engaged 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 a Dreyfus-engaged 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 the case of
you, 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 a Dreyfus-engaged 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 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.
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.
The Fund is agreeing to the provisions of this
Agreement that limit a Dreyfus-engaged Sub-Investment Adviser's
liability and other provisions relating to a Dreyfus-engaged Sub-
Investment Adviser so as to induce the Dreyfus-engaged Sub-
Investment Adviser to enter into its Sub-Investment Advisory
Agreement with you and to perform its obligations. Each Dreyfus-
engaged 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 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 VARIABLE INVESTMENT
FUND
By:___________________________
Accepted:
THE DREYFUS CORPORATION
By:_______________________________
SCHEDULE 1
Annual Fee as
a Percentage
of Average
Daily Net
Name of Series Assets Reapproval Date Reapproval Day
Managed Assets
Portfolio1 .375 of 1% May 21, 1996 May 21st
Capital Appreciation
Portfolio2 * May 21, 1996 May 21st
Disciplined Stock
Portfolio .75 of 1% May 21, 1997 May 21st
Growth and Income
Portfolio .75 of 1% May 21, 1996 May 21st
International Equity
Portfolio .75 of 1% May 21, 1996 May 21st
International Value
Portfolio 1% May 21, 1997 May 21st
Money Market
Portfolio .50 of 1% May 21, 1996 May 21st
Quality Bond
Portfolio .65 of 1% May 21, 1996 May 21st
Small Cap Portfolio .75 of 1% May 21, 1996 May 21st
Small Company
Stock Portfolio .75 of 1% May 21, 1997 May 21st
Zero Coupon 2000
Portfolio .45 of 1% May 21, 1996 May 21st
_________________________
* .55% of the first $150 million of total assets; .50% of the next $150
million of total assets; and .375% of total assets over $300 million.
1 The Fund has employed Xxxxxxxx Partners, Inc. to act as sub-investment
adviser.
2 The Fund has employed Xxxxx Xxxxxxx & Co. to act as sub-investment
adviser.
