MANAGEMENT AGREEMENT
DREYFUS GROWTH AND VALUE FUNDS, INC.
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August 24, 1994
As Amended, April 24, 2001
The Dreyfus Corporation
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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 each 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
desires to employ you to act as its 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 for as long as you deem it appropriate the indicated
sub-adviser (the "Sub-Investment Adviser") 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 Series'
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 the 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 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 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 next to 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 each
Series' then-current Prospectus and Statement of Additional Information. The
fee for the period from the date of the commencement of the public sale of a
Series' 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 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 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.
As to each Series, if in any fiscal year the aggregate expenses of such
Series (including fees pursuant to this 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 Fund may deduct from
the fees to be paid hereunder, or you 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 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 Fund has no objection to your
and the 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 the 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 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 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 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 Sub-Advised
Series to the same extent as if it had been a party hereto.
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 GROWTH AND VALUE FUNDS, INC.
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
Dreyfus Emerging Leaders .90% March 30, 2004 March 30th
Fund
Dreyfus Premier 1.00% March 30, 2004 March 30th
International Value
Fund
Dreyfus Large Company .75% March 30, 2004 March 30th
Value Fund
Dreyfus Midcap Value Fund .75% March 30, 2004 March 30th
Dreyfus Small Company .75% March 30, 2004 March 30th
Value Fund
Dreyfus Premier Technology .75% March 30, 2004 March 30th
Growth Fund
Dreyfus Premier Future .90% March 30, 2004 March 30th
Leaders Fund
Dreyfus Premier .75% March 30, 2004 March 30th
Strategic Value Fund
Dreyfus Midcap Value .75% March 30, 2004 March 30th
Plus Fund*
Dreyfus Premier Structured .75% March 30, 2004 March 30th
Midcap Fund**
Dreyfus Premier Small .90% March 30, 2004 March 30th
Company Growth Fund
Dreyfus Premier Select .75% March 30, 2005 March 30th
Midcap Growth Fund
Dreyfus Premier Select .75% March 30, 2005 March 30th
Growth Fund
Dreyfus Premier .75% March 30, 2005 March 30th
Structured Large Cap
Value Fund**
As revised: October 14, 2003
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* The Dreyfus Corporation has engaged The Boston Company Asset Management,
LLC to act as sub-investment adviser to this Series.
** The Dreyfus Corporation has engaged Franklin Portfolio Associates, LLC to
act as sub-investment adviser to this Series.