Exhibit 77Q (1)
SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 21, 2005
Favez Sarofim & Co.
Two Xxxxxxx Xxxxxx Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Ladies and Gentlemen:
As you are aware, The Dreyfus/Laurel Funds Trust, a Massachusetts business trust
(the "Trust"), desires to employ the capital of one of its series, Dreyfus Tax
Managed Balanced Fund (the "Fund"), 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 employs The Dreyfus
Corporation (the "Adviser") to act as the Fund's 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 with respect to the equity portion of the Fund's
portfolio as described in the Fund's Prospectus and Statement of Additional
Information as from time to time in effect (the "sub-advised assets"').
In connection with your serving as sub-investent 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
and 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.
Subject to the supervision and approval of the Adviser and the Trust's Board,
you will provide investment management of the sub-advised assets. Your advisory
duties and responsibilities hereunder shall pertain only to the sub-advised
assets. You will provide such investment management 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 (i) will
obtain and provide investment research and supervise the Fund's investments with
respect to the sub-advised assets and (ii) will conduct a continuous program of
investment, evaluation and, if appropriate, sale and reinvestment of such
assets, including the placing of portfolio transactions for execution with
brokers or dealers. You agree that, in placing any orders with selected brokers
and dealers, you will attempt to obtain the best net result in terms of price
and execution.
Consistent with this obligation and in accordance with applicable securities
law, you, in your discretion, may purchase and sell portfolio securities from
and to brokers and dealers who provide the Fund, the Adviser's other clients, or
your other clients with research, analysis, advice and similar services. You may
pay to brokers and dealers, in return for such research and analysis, a higher
commission or spread than may be charged by other brokers and dealers, subject
to your good faith determination that such commission or spread is reasonable in
terms either of the particular transaction or of your overall responsibility to
the Fund, the Trust and your other clients and that the total commissions or
spreads paid by the Fund will be reasonable in relation to the benefits to the
Fund over the long term. In no instance will portfolio securities be purchased
from or sold to you, or any person affiliated with you, except in accordance
with the applicable securities laws and the rules and regulations thereunder and
any exemptive order then currently in effect. Proxies of companies whose shares
are part of the sub-advised assets shall be voted as described in the Fund's
Prospectus and Statement of Additional Information, and you shall not be
required to assume any responsibility for the voting of such proxies without
your prior consent.
You will furnish to the Adviser or the Trust such statistical information, with
respect to the investments which the Fund may hold or contemplate purchasing in
connection with the sub-advised assets, as the Adviser or the Trust may
reasonably request. The Trust and the Adviser wish to be informed of important
developments materially affecting the sub-advised assets and shall expect you,
on your own initiative, to furnish to the Trust or the Adviser from time to time
such information as you may believe appropriate for this purpose.
You will maintain all required books and records with respect to the securities
transactions of the Fund, and will furnish the Trust's Board and the Adviser
with such periodic and special reports as the Trust's Board or the Adviser
reasonably may request. You hereby agree that all records which you maintain for
the Adviser are the property of the Trust or the Adviser, and agree to preserve
for the periods prescribed by applicable law any records which you maintain for
the Trust or the Adviser and which are required to be maintained, and further
agree to surrender promptly to the Trust or the Adviser any records which you
maintain for the Trust or the Adviser upon request by the Trust or the Adviser,
provided that you will be provided reasonable opportunity to create and maintain
copies of applicable records.
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 Trust or the Fund or 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. The Trust is
expressly made a third party beneficiary of this Agreement with rights as
respect to the Fund to the same extent as if it had been a party hereto.
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 pursuant to the Management Agreement and only to the extent thereof,
a fee at the annual rate of 0.251 of 1% of the Fund's average daily net asset
value of the sub-advised assets for the preceding month.
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 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 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. 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 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 Adviser or any affiliates of you or the Adviser,
Securities and Exchange Commission fees, state Blue Sky qualification fees,
advisory fees, charges of custodians, transfer and dividend disbursing agents'
fees, certain insurance premiums, industry assocation 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 exisilng stockholders, costs of stockholders' reports
and meetings, and any extraordinary expenses.
The Adviser understands that in entering into this Agreement you have relied
upon the inducements made by the Trust to you under the Management Agreement.
The Adviser also understands that you now act, and that from time to time
hereafter you may act as investment adviser or sub-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 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 such 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. It
is also understood that you and the Adviser shall be prohibited from consulting
with each other concerning transactions described in Rule l2d3-1(c) under the
Investment Company Act of 1940, as amended, and that your responsibility
regarding investment advice hereunder is limited to 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
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 Trust, 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, 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 the continuance also is approved by a majority of the Trust's Board
members who are not "interested persons" (as defined in said Act) of the Trust
or 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 Trust's
Board or by vote of 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 Trust
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.
No provision of this Agreement may be changed, waived or discharged unless
signed in writing by the parties hereto.
This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York applicable to contracts entered into and
to be performed solely in the State of New York, without regard to the
principles of conflict of laws, provided that nothing herein shall be construed
in a manner inconsistent with the investment Company Act of 1940, as amended, or
the Investment Advisers Act of 1940, as amended.
In the event that any one or more of the provisions contained in this Agreement
is held invalid, illegal, or unenforceable in any respect for any reason, the
validity, legality, and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any
way, impaired thereby.
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: /s/Xxxxxx X. Xxxxxx
---------------------------------
Xxxxxxx X. Xxxxxx
Chair and Chief Executive officer
Accepted:
XXXXX S ROFIM & CO.
By: /s/Xxxx X. Xxxxx
