SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
DREYFUS VARIABLE INVESTMENT FUND
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(Name of Registrant as Specified In Its Charter)
DREYFUS VARIABLE INVESTMENT FUND
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
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* Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE>
PRELIMINARY COPY
DREYFUS VARIABLE INVESTMENT FUND
(Managed Assets Portfolio)
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Notice of Special Meeting of Shareholders
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To the Shareholders:
A Special Meeting of Shareholders of the Managed Assets Portfolio (the
"Series") of Dreyfus Variable Investment Fund (the "Fund") will be held at the
offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New York,
New York, on Friday, January 31, 1997 at 10:00 a.m., for the following purposes:
1. To amend the Investment Advisory Agreement between
the Fund and The Dreyfus Corporation with respect to the Series.
2. To transact such other business as may properly
come before the meeting, or any adjournment or adjournments thereof.
The Board has set the close of business on December 31, 1996, as the record
date for determining Series shareholders entitled to receive notice of, and
shares having voting rights in connection with, the meeting and any adjournment
thereof.
Shares of the Series have been offered only to separate accounts
established by various life insurance companies ("Participating Insurance
Companies") to fund variable annuity contracts and variable life insurance
policies (collectively, the "Policies"). Series shares held in a separate
account which are attributable to Policies will be voted by Participating
Insurance Companies in accordance with instructions received from the owners of
Policies. This Notice and the accompanying proxy statement and instruction form
are being delivered to Policy owners so that they may instruct their
Participating Life Insurance Company as to the manner in which the Series shares
attributable to such Policies should be voted at the meeting.
By Order of the Board
John E. Pelletier
Secretary
New York, New York
January __, 1997
<PAGE>
WE NEED YOUR PROXY VOTE IMMEDIATELY
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A SHAREHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL.
BY LAW, THE MEETING OF SHAREHOLDERS OF THE SERIES WILL HAVE TO BE ADJOURNED
WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS REPRESENTED. IN THAT
EVENT, THE SERIES WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A
QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE SERIES TO HOLD THE
MEETING AS SCHEDULED, SO PLEASE RETURN YOUR INSTRUCTION FORM IMMEDIATELY. YOU
AND ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION.
<PAGE>
PRELIMINARY COPY
DREYFUS VARIABLE INVESTMENT FUND
(Managed Assets Portfolio)
PROXY STATEMENT
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Special Meeting of Shareholders
to be held on Friday, January 31, 1997
This statement (referred to as a "proxy statement") is furnished in
connection with a solicitation of proxies by the Board of Dreyfus Variable
Investment Fund (the "Fund") to be used at the Special Meeting of Shareholders
of the Managed Assets Portfolio (the "Series") of the Fund to be held on Friday,
January 31, 1997 at 10:00 a.m., at the offices of The Dreyfus Corporation, 200
Park Avenue, 7th Floor West, New York, New York, for the purposes set forth in
the accompanying Notice of Special Meeting of Shareholders.
Shares of the Series have been offered only to separate accounts
established by various life insurance companies ("Participating Life Insurance
Companies") to fund variable annuity contracts and variable life insurance
policies (collectively, the "Policies"). As the owners of all of the assets held
in such separate accounts, the Participating Insurance Companies are the record
owners of the Series' shares. However, pursuant to applicable laws, Series
shares held in a separate account which are attributable to Policies will be
voted by the relevant Participating Insurance Company in accordance with
instructions received from the holders of the Policies ("Policyowners"). The
Participating Insurance Companies have agreed to solicit instructions from
Policyowners of record as of December 31, 1996 (the "Record Date") and to vote
by proxy the shares at the meeting according to such instructions. To be
effective, voting instructions must be received by the relevant Participating
Insurance Company prior to the commencement of the meeting on January 31, 1997.
Such instructions may be revoked at any time prior to the meeting by written
notice of revocation or another proxy delivered to the relevant Participating
Insurance Company.
There were Series shares outstanding as of December , 1996. Each
outstanding Series share is entitled to one vote. Fractional shares also will be
counted. The number of shares which each Policyowner may instruct his or her
Participating Insurance Company to vote is specified on the voting instruction
form enclosed herewith. This number was calculated based on the Policyowner's
interest in his or her Policy as of the Record Date.
Each Participating Insurance Company will vote by proxy (i) Series shares
as to which no timely instructions are received, (ii) Series shares owned
exclusively by the Participating Insurance Company or its affiliates and (iii)
Series shares held in the separate account representing charges imposed by the
Participating Insurance Company against the separate account for or against a
proposal in the same proportion as the voting instructions received from
Policyowners.
It is estimated that proxy materials will be mailed to Policyowners of
record on or about January 3, 1997. The principal executive offices of the Fund
are located at 200 Park Avenue, New York, New York 10166. Copies of the Series'
most recent Annual and Semi-Annual Reports are available upon request, without
charge, by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New
York 11556-0144, or by calling toll-free 1-800-645-6561.
PROPOSAL: CONSIDERATION OF AN AMENDMENT TO THE INVESTMENT ADVISORY
AGREEMENT BETWEEN THE FUND AND THE DREYFUS CORPORATION WITH
RESPECT TO THE SERIES.
Introduction
The Dreyfus Corporation ("Dreyfus") currently serves as the Series'
investment adviser pursuant to an Investment Advisory Agreement (the "Existing
Advisory Agreement") with the Fund. Comstock Partners, Inc. ("Comstock")
currently serves as the Series' sub-investment adviser and provides the
day-to-day management of the Series' portfolio pursuant to a Sub-Investment
Advisory Agreement (the "Sub-Advisory Agreement") with the Fund. On August 30,
1996, Stanley D. Salvigsen, Chairman of the Board and owner of more than 25% of
the outstanding voting shares of Comstock, died. Under the Investment Company
Act of 1940, as amended (the "1940 Act"), the transfer of more than 25% of the
outstanding voting shares of an investment adviser may be deemed to be a change
in control of the investment adviser, which is deemed to constitute an
"assignment" of an investment advisory agreement with that investment adviser.
The 1940 Act provides than an investment advisory agreement terminates
automatically upon its "assignment." Consequently, Mr. Salvigsen's death and
subsequent transfer of his Comstock voting shares to his estate may be deemed to
have resulted in an "assignment" and termination of the Sub-Advisory Agreement.
Comstock, however, is permitted to continue to serve as sub-investment adviser
to the Series without shareholder approval of a new contract for a period of 120
days after termination of the Sub-Advisory Agreement pursuant to the provisions
of the 1940 Act. For Comstock to continue to serve as the Series' sub-investment
adviser after the 120-day period, shareholders would have to approve a new
sub-investment advisory agreement with Comstock.
After considering the nature of the services provided to the Series by
Comstock under the Sub-Advisory Agreement and those proposed to be provided by
Dreyfus as described below, the Fund's Board has determined not to recommend a
new sub-investment advisory agreement with Comstock for shareholder approval.
Accordingly, Comstock will cease to serve as sub-investment adviser to the
Series as of the close of business on December 31, 1996. Thereafter, Dreyfus
will be responsible for the day-to-day management of the Series' portfolio and
will provide the Series with portfolio managers. See "Additional Information"
below. Currently, investment decisions for the Series are made by Comstock's
Investment Policy Committee, of which Mr. Salvigsen had been a member.
In connection with Dreyfus agreeing to provide the day-to-day management of
the Series' portfolio, at a meeting held on December 9, 1996, the Fund's Board,
including a majority of the Board members who are not "interested persons" of
the Fund (as defined in the 1940 Act), approved amending the Investment Advisory
Agreement (the "Amended Advisory Agreement") with respect to the Series, to (i)
delete references to Comstock and the engagement of a sub-investment adviser by
the Series, and (ii) increase the advisory fee payable to Dreyfus so that it
equals the aggregate annual rate payable to Dreyfus and Comstock for advisory
services under the Existing Advisory Agreement and Sub-Advisory Agreement,
respectively. The Board also directed that the Amended Advisory Agreement be
submitted to Series shareholders at this meeting. Under the Amended Advisory
Agreement, Dreyfus will continue to provide the services it provides under the
Existing Advisory Agreement and will provide the day-to-day management of the
Series' portfolio, which was provided by Comstock under the Sub-Advisory
Agreement, for a monthly fee at the annual rate of .75 of 1% of the value of the
Series' average daily net assets. This proposed fee is equal to the aggregate
annual rate of fee payable by the Series to Dreyfus and Comstock. A copy of the
amended Advisory Agreement in the form being presented for approval, and as
approved by the Fund's Board, is set forth as Exhibit A to this proxy statement.
Information Pertaining to Dreyfus
Dreyfus, located at 200 Park Avenue, New York, New York 10166, is a
wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-owned subsidiary
of Mellon Bank Corporation ("Mellon"). As of December 1, 1996, Dreyfus managed
or administered approximately $84 billion in assets for more than 1.7 million
investor accounts nationwide. The name of each registered investment company
with a similar investment objective as the Series for which Dreyfus acts as
investment adviser, the amount of its net assets and the annual rate of Dreyfus'
compensation for services to each such company is set forth on Exhibit B to this
proxy statement.
Mellon is a publicly owned multibank holding company incorporated under
Pennsylvania law in 1971 and registered under the Federal Bank Holding Company
Act of 1956, as amended. Mellon provides a comprehensive range of financial
products and services in domestic and selected international markets. Mellon is
among the twenty-five largest bank holding companies in the United States based
on total assets. Mellon's principal wholly-owned subsidiaries are Mellon Bank,
Mellon Bank (DE) National Association, Mellon Bank (MD), The Boston Company,
Inc., AFCO Credit Corporation and a number of companies known as Mellon
Financial Services Corporations. Through its subsidiaries, including Dreyfus,
Mellon managed more than $___ billion in assets as of __________, 1996,
including approximately $__ billion in proprietary mutual fund assets. As of
__________, 1996, Mellon, through various subsidiaries, provided non-investment
services, such as custodial or administration services, for more than $___
billion in assets, including approximately $__ billion in mutual fund assets.
Christopher M. Condron is President, Chief Executive Officer, Chief
Operating Officer and a director of Dreyfus. The other directors of Dreyfus are
W. Keith Smith, Chairman of the Board of Dreyfus; Mandell L. Berman, real estate
consultant and private investor, Southfield, Michigan; Frank V. Cahouet,
Chairman of the Board, President and Chief Executive Officer of Mellon,
Pittsburgh, Pennsylvania; Lawrence S. Kash, Vice Chairman-Distribution of
Dreyfus; Stephen E. Canter, Vice Chairman and Chief Investment Officer of
Dreyfus; Alvin E. Friedman, Senior Adviser to Dillon, Read & Co., Inc.,
Investment Bankers, New York, New York; Lawrence M. Greene, former Legal
Consultant to Dreyfus; Julian M. Smerling, former Vice Chairman of the Board of
Directors of Dreyfus; and Philip L. Toia, Vice Chairman-Operations and
Administration of Dreyfus.
Description of the Existing Advisory Agreement
Dreyfus currently serves as the Series' investment adviser pursuant to the
Existing Advisory Agreement dated August 24, 1994. The Existing Advisory
Agreement was last approved by the Fund's Board, including a majority of the
Board members who are not interested persons of the Fund or Dreyfus, at a
meeting held on March 11, 1996. Shareholders last voted to approve the Existing
Advisory Agreement at a meeting held on August 22, 1994.
Under the terms of the Existing Advisory Agreement, Dreyfus supervises and
assists in the overall management of the Series' affairs, subject to the
supervision and approval of the Fund's Board in accordance with Massachusetts
law. In addition, Dreyfus supplies office facilities (which may be in its 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; prepares reports to
shareholders, tax returns, reports to and filings with the Securities and
Exchange Commission and state Blue Sky authorities; calculates the net asset
value of Series shares; and generally assists in all aspects of the Series'
operations. Dreyfus bears all expenses in connection with the performance of its
services under the Existing Advisory Agreement.
As compensation for Dreyfus' services under the Existing Advisory
Agreement, the Fund has agreed to pay Dreyfus a monthly fee at the annual rate
of .375 of 1% of the value of the Series' average daily net assets. The fee
payable to Dreyfus is not subject to reduction as the value of the Series' net
assets increases, but may be reduced pursuant to expense limitations in effect.
For the fiscal year ended December 31, 1995, the investment advisory fee paid to
Dreyfus by the Series amounted to $108,913.
All expenses incurred in the operation of the Fund are borne by the Fund,
except to the extent specifically assumed by Dreyfus or a sub-investment adviser
to a series of the Fund. The expenses borne by the Fund include: 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 Dreyfus or a sub-investment adviser to a series
of the Fund or any of their affiliates, 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 association fees, outside auditing and legal expenses, costs of
maintaining the Fund's existence, costs of independent pricing services, 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 shareholders, costs of shareholders' reports and meetings, and any
extraordinary expenses. Expenses attributable to the Series are charged against
the assets of the Series; other expenses of the Fund are allocated among the
Fund's series on the basis determined by the Board, including, but not limited
to, proportionately in relation to the net assets of each series.
The Existing Advisory Agreement provides that if in any fiscal year the
aggregate expenses of the Series (including fees pursuant to the Existing
Advisory Agreement and the Sub-Advisory 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 Series may deduct from the
fees to be paid to Dreyfus and Comstock, or Dreyfus and Comstock bear, such
excess expense to the extent required by state law. Such deduction or payment,
if any, is estimated daily, and reconciled and effected or paid, as the case may
be, on a monthly basis.
The Existing Advisory Agreement may be terminated without penalty, on 60
days' notice, by the Fund's Board or by vote of the holders of a majority of the
Series' shares, or, upon not less than 90 days' notice, by Dreyfus. The Existing
Advisory Agreement will terminate automatically in the event of its assignment
(as defined in the 1940 Act).
Description of the Amended Advisory Agreement
The Amended Advisory Agreement and Existing Advisory Agreement are
substantially identical, except that the amended Advisory Agreement provides
that Dreyfus, not Comstock, will conduct a continuous program of investment,
evaluation and, if appropriate, sale and reinvestment of the Series' assets. In
addition, the Amended Advisory Agreement provides that Dreyfus be compensated
for the investment management services it will provide to the Series, which
services were previously provided by Dreyfus and Comstock, at an annual rate
equal to the aggregate annual rate previously payable to Dreyfus and Comstock
for such services.
As compensation for Dreyfus' services under the Amended Advisory Agreement,
the Fund has agreed to pay Dreyfus a monthly fee at the annual rate of .75 of 1%
of the value of the Series' average daily net assets. If the proposed fee
payable to Dreyfus under the Amended Advisory Agreement had been in effect for
the Series' last fiscal year, the management fee payable to Dreyfus by the
Series would have amounted to $217,826, which represents a 100% increase in the
fee paid to Dreyfus, but equals the aggregate fee paid by the Series to Dreyfus
and Comstock during the fiscal year.
If approved by shareholders, the Amended Advisory Agreement will continue
in effect until May 21, 1998, and thereafter will continue automatically for
successive annual periods ending on May 21st 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 1940 Act) of the Series'
outstanding voting securities, provided that in either event the continuance
also is approved by a majority of the Fund's Board members who are not
"interested persons" (as defined in the 1940 Act), by vote cast in person at a
meeting called for the purpose of voting on such approval.
Board Considerations
In considering whether to approve the Amended Advisory Agreement and to
submit it to shareholders for their approval, the Fund's Board considered the
following: (1) the matters set forth under "Introduction" above; (2) under the
Amended Advisory Agreement, Dreyfus will provide advisory and other services the
scope and quality of which will be at least equivalent to those provided by
Dreyfus and Comstock; (3) the comparability of the services to be provided under
the Amended Advisory Agreement with those provided under the Existing Advisory
Agreement and the Sub-Advisory Agreement; and (4) the fact that the annual rate
of the advisory fee payable by the Series to Dreyfus for investment advisory
services under the Amended Advisory Agreement would not increase the aggregate
annual rate of the advisory fee payable to Dreyfus and Comstock for investment
advisory services under the Existing Advisory Agreement and Sub-Advisory
Agreement.
Vote Required and Board Members' Recommendation
Approval of this proposal requires the affirmative vote of (a) 67% of the
Series' voting securities present at the meeting, if the holders of more than
50% of the Series' outstanding voting securities are present or represented by
proxy, or (b) more than 50% of the Series' outstanding voting securities,
whichever is less.
THE FUND'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS,
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF THE AMENDED
INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND DREYFUS WITH
RESPECT TO THE SERIES
ADDITIONAL INFORMATION
Effective following the close of business on December 31, 1996, the Series'
primary portfolio manager will be Timothy M. Ghriskey. Mr. Ghriskey has been
employed by Dreyfus since July 1995. For more than five years prior thereto, he
was Vice President and Associate Managing Partner of Loomis, Sayles & Company.
The Series will be managed as a "contrary value" portfolio and its investments
will include (i) securities which are out-of-favor and whose price to earnings
ratios are lower than the rest of the market or industry, (ii) securities which
are temporarily depressed but for which a turnaround is expected and (iii)
special situations, such as corporate restructurings, gold stocks and high yield
bonds. In addition, Dreyfus intends to utilize certain investment techniques,
such as short-selling and leveraging, in connection with its management of the
Series' portfolio. The Series' policies have permitted it to engage in such
transactions, but, except for short sales "against the box" and leverage on a
secured basis through entry into reverse repurchase agreements, the Series has
not implemented these techniques in the past. For a description of short-selling
and leveraging and their related risks, see "Description of the Fund
- --Investment Considerations and Risks" and "Appendix--Investment Techniques" in
the Fund's Prospectus.
Premier Mutual Fund Services, Inc. (the "Distributor"), with principal
offices at 60 State Street, Boston, Massachusetts 02109, serves as the Fund's
distributor. The Distributor's ultimate parent is Boston Institutional Group,
Inc.
Dreyfus Transfer, Inc. (the "Transfer Agent"), a wholly-owned subsidiary of
Dreyfus, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the Fund's
transfer and dividend disbursing agent. Under a transfer agency agreement with
the Fund, the Transfer Agent arranges for the maintenance of shareholder account
records for the Fund, the handling of certain communications between
shareholders and the Fund, and the payment of dividends and distributions
payable to the Fund. For these services, the Transfer Agent receives a monthly
fee computed on the basis of the number of shareholder accounts it maintains for
the Fund during the month, and is reimbursed for certain out-of-pocket expenses.
For the period December 1, 1995 (effective date of the transfer agency
agreement) through December 31, 1995, the Fund paid the Transfer Agent
$____________.
VOTING INFORMATION
As of the Record Date, the following shareholders were known by the Fund to
own of record and beneficially 5% or more of the Series' outstanding voting
securities:
[TO BE PROVIDED]
Under the 1940 Act, a shareholder that beneficially owns, directly or
indirectly, more than 25% of the Series' total outstanding shares may be deemed
a "control person" of the Series.
The proportionate voting policy described above may result in certain
Policyowners' instructions affecting the vote of 5% or more of the Series' total
outstanding shares. These particular Policyowners and the percentage of votes
which their instructions may affect will depend upon the number of shares
attributable to Policyowners that provide instructions and Policyowners that do
not.
As of the Record Date, no officer or Board member of the Fund owned any of
the Series' outstanding voting securities.
The representation at the meeting, in person or by proxy, of the holders of
shares constituting 30% of all shares outstanding and entitled to vote on a
matter constitutes a quorum for the transaction of business. Abstentions will be
treated as present for purposes of determining the presence or absence of a
quorum. Abstentions will have the same effect as votes cast against approval of
the Amended Advisory Agreement.
OTHER MATTERS
The Fund's Board is not aware of any other matters which may come before
the meeting. However, should any such matters properly come before the meeting,
it is the intention of the proxy holders to vote their proxies in accordance
with their judgment on such matters.
The Series will bear the cost of soliciting proxies from shareholders. In
addition to the use of the mails, proxies may be solicited personally, by
telephone or by telegraph, and the Series may reimburse Participating Insurance
Companies for their expenses in sending soliciting materials to Policyowners.
Unless otherwise required under the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result, the
Fund's shareholders will not consider each year the election of Board members or
the appointment of auditors. However, the Fund's Board will call a meeting of
its shareholders for the purpose of electing Board members if, at any time, less
than a majority of the Board members then holding office have been elected by
shareholders. Under the 1940 Act, shareholders of record of not less than
two-thirds of the Fund's outstanding shares may remove Board members through a
declaration in writing or by vote cast in person or by proxy at a meeting called
for that purpose. The Board will call a meeting of shareholders for the purpose
of voting upon the question of removal of any Board member when requested in
writing to do so by the shareholders of record of not less than 10% of the
Fund's outstanding shares. Shareholders wishing to submit proposals for
inclusion in the Fund's proxy statement for a subsequent shareholder meeting
should send their written submissions, not less than 120 days prior to the
commencement of the solicitation for any such meeting, to the principal
executive offices of the Fund at 200 Park Avenue, New York, New York 10166,
Attention: General Counsel.
IT IS IMPORTANT THAT VOTING INSTRUCTIONS BE RETURNED PROMPTLY.
THEREFORE, PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
INSTRUCTION FORM IN THE ENCLOSED STAMPED ENVELOPE.
Dated: January __, 1997
<PAGE>
Exhibit A
FORM OF
INVESTMENT ADVISORY AGREEMENT
DREYFUS VARIABLE INVESTMENT FUND
200 Park Avenue
New York, New York 10166
August 24, 1994
As Amended, ____________, 1997
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
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 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 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:_______________________________
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 1
<S> <C> <C> <C>
Annual Fee as
a Percentage
of Average
Daily Net
Name of Series Assets Reapproval Date Reapproval Day
- -------------- ------------- --------------- --------------
Capital Appreciation
Portfolio1 * May 21, 1997 May 21st
Disciplined Stock
Portfolio .75 of 1% May 21, 1997 May 21st
Growth and Income
Portfolio .75 of 1% May 21, 1997 May 21st
International Equity
Portfolio .75 of 1% May 21, 1997 May 21st
International Value
Portfolio 1% May 21, 1997 May 21st
Managed Assets
Portfolio .75 of 1% May 21, 1998 May 21st
Money Market
Portfolio .50 of 1% May 21, 1997 May 21st
Quality Bond
Portfolio .65 of 1% May 21, 1997 May 21st
Small Cap Portfolio .75 of 1% May 21, 1997 May 21st
Small Company
Stock Portfolio .75 of 1% May 21, 1997 May 21st
Zero Coupon 2000
Portfolio .45 of 1% May 21, 1997 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 Fayez Sarofim & Co. to act as sub-investment
adviser.
</TABLE>
<PAGE>
Exhibit B
Listed below, as of ______________, 1996, is each registered investment
company with a similar investment objective as the Series for which Dreyfus acts
as investment adviser, the annual rate of fees payable to Dreyfus for such
services by each company and the amount of each such company's net assets.
<TABLE>
<CAPTION>
<S> <C> <C>
Investment Advisory Fee as a
Percentage of Average Daily Approximate Net Assets
Name of the Fund Net Assets (in millions)
- ---------------- ----------------------------- -----------------------
[TO BE PROVIDED]
</TABLE>
<PAGE>
PRELIMINARY COPY
DREYFUS VARIABLE INVESTMENT FUND
(Managed Assets Portfolio)
The undersigned, owner of one or more variable annuity contracts or
variable life insurance policies offered by ______________ (the "Participating
Insurance Company"), hereby instructs the Participating Insurance Company to
vote, as indicated herein, all of the shares of the Managed Assets Portfolio
(the "Series") of Dreyfus Variable Investment Fund (the "Fund") indicated below
at a Special Meeting of Shareholders to be held at the offices of The Dreyfus
Corporation, 200 Park Avenue, 7th Floor West, New York, New York, at 10:00 a.m.
on Friday, January 31, 1997, and at any and all adjournments thereof, with all
of the powers the undersigned possesses and especially (but without limiting the
general authorization and power hereby given) to vote as indicated on the
proposal, as more fully described in the proxy statement for the meeting.
Please mark boxes in blue or black ink.
1. To amend the Investment Advisory Agreement between
the Fund and The Dreyfus Corporation with respect to the Series.
FOR AGAINST ABSTAIN
---- ---- ----
2. To transact such other business as may properly come
before the meeting, or any adjournment(s) thereof.
<PAGE>
VOTING INSTRUCTIONS ARE BEING SOLICITED BY THE FUND'S BOARD.
Signature(s) should be exactly as
name or names appearing on this
form. If signing is by attorney,
executor, administrator, trustee or
guardian, please give full title.
Dated: , 1997
- ------------------------- -------------------------
Policy Number Signature(s)
- ------------------------- -------------------------
Number of Shares Signature(s)
Sign, Date and Return this Information
Form Promptly Using the
Enclosed Envelope
