SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
April 24, 2001
Franklin Portfolio Associates, LLC
Xxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Dear Sirs:
As you are aware, Dreyfus Growth and Value Funds, Inc., a Maryland
corporation (the "Fund"), desires to employ the capital of its series named on
Schedule 1 hereto, as such Schedule may be revised from time to time (each, a
"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 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 employs 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 each 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 each Series' portfolio in accordance with the Series'
investment objectives and policies as stated in the Series' Prospectus and
Statement of Additional Information as from time to time in effect. In
connection therewith, you will supervise each Series' investments and conduct a
continuous program of investment, evaluation and, if appropriate, sale and
reinvestment of such Series' assets. You will furnish to the Adviser or the Fund
such statistical information, with respect to the investments which a 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 any 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 one or more 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 a 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 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 Series'
then-current Prospectus and Statement of Additional Information. The fee for the
period from the date following the commencement of the public sale of the
Series' shares to the end of the month during which such sale shall have been
commenced shall be prorated 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 each
Series' net assets shall be computed in the manner specified in the Fund's
charter documents for the computation of the value of 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: 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.
If in any fiscal year the aggregate expenses of a Series (including fees
pursuant to the Fund's Management Agreement, 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 Adviser may deduct from the fees to be
paid hereunder, or you will bear such excess expense on a pro-rata basis with
the Adviser, in the proportion that the sub-advisory fee payable to you pursuant
to this Agreement bears to the fee payable to the Adviser pursuant to the
Management Agreement, 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 Adviser 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 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
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 a 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.
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, as amended) 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 (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 such 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, as to the relevant Series, 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:
FRANKLIN PORTFOLIO ASSOCIATES, LLC
By: ____________________________
SCHEDULE 1
Annual Fee as
a Percentage
of Average
NAME OF SERIES DAILY NET ASSETS REAPPROVAL DATE REAPPROVAL DAY
Dreyfus Premier * March 30, 2004 March 30th
Structured
Midcap Fund
Dreyfus Premier * March 30, 2005 March 30th
Structured Large
Cap Value Fund
As revised: October 14, 2003
_____________________
* 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
TOTAL ASSETS OF AVERAGE DAILY NET ASSETS
0 up to $100 million 0.25%
$100 million up to $1 billion 0.20%
$1 billion up to $1.5 billion 0.16%
$1.5 billion or more 0.10%
