SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
April 16, 1999
Xxxxxx Capital Management Limited
71 Queen Victoria Street
London, ECV 4DR
Dear Sirs:
As you are aware, Dreyfus Investment Portfolios (the "Fund")
desires to employ the capital of its European Equity Portfolio (the
"Series") by investing and reinvesting the same in investments of the type
and in accordance with the limitations specified in the Fund's charter
documents and in the Series' 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 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 Series' sub-investment adviser.
In connection with your serving as sub-investment adviser to the
Series, 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.
Subject to the supervision and approval of the Adviser, you will
provide investment management of the Series' portfolio in accordance with
the Series' investment objectives and policies as stated in its Prospectus
and Statement of Additional Information as from time to time in effect. In
connection therewith, you will supervise the Series' investments and conduct
a continuous program of investment, evaluation and, if appropriate, sale and
reinvestment of the Series' assets. You will furnish to the Adviser or the
Fund such statistical information, with respect to the investments which the
Series 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 Series' 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 Series 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 Series'
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 Series' average daily net
assets, for the preceding month as follows:
Annual Fee as a Percentage of
Average Daily Net Assets Average Daily Net Assets
0 to $100 million .35 of 1%
$100 million to $1 billion .30 of 1%
$1 billion to $1.5 billion .26 of 1%
$1.5 billion or more .20 of 1%
Net asset value shall be computed on such days and at such time
or times as described in the Series' then-current Prospectus and Statement
of Additional Information. The fee for the period from the date following
the commencement of sales of the Series' shares (after any sales are made to
the Fund's sponsor) 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 date
of termination of this Agreement.
For the purpose of determining fees payable to you, the value of
the Series' net assets shall be computed in the manner specified in the
Fund's charter documents for the computation of the value of the the Series'
net assets.
You will bear all expenses in connection with the performance of
your services under this Agreement. All other expenses to be incurred in
the operation of the Series (other than those borne by the 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
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 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 Adviser understands that you now act, and that from time to
time hereafter you may act, as investment adviser to one or more 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 Series or the size of the position obtainable for or
disposed of by the 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 services 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.
You shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Series 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, 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 April 16, 2001, and
thereafter shall continue automatically for successive annual periods ending
on April 16th of each year, 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, as amended) of
the 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. This Agreement is terminable without penalty (i)
by the Adviser upon 60 days' notice to you, (ii) by the Fund's Board or by
vote of the holders of a majority of the Series' 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:
XXXXXX CAPITAL MANAGEMENT LIMITED
By:______________________________
