Preliminary Copy
DREYFUS GROWTH AND VALUE FUNDS, INC.
DREYFUS SMALL COMPANY VALUE FUND
Notice of Special Meeting of Stockholders
To the Stockholders of
the DREYFUS SMALL COMPANY VALUE FUND of
DREYFUS GROWTH AND VALUE FUNDS, INC.
A Special Meeting of Stockholders of the Dreyfus Small
Company Value Fund (the "Portfolio") of Dreyfus Growth and Value
Funds, Inc. (the "Fund") will be held at the offices of The
Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New York,
New York, on Friday, September 29, 1995 at __:__ _.m. for the
following purposes:
1. To approve an Amended Management Agreement
between
the Fund and The Dreyfus Corporation and to approve a Sub-
Investment Advisory Agreement between The Dreyfus
Corporation and The Boston Company Asset Management, Inc.
2. To transact such business as may properly come
before the meeting, or any adjournment or adjournments
thereof.
Stockholders of record at the close of business on
September 15, 1995, will be entitled to receive notice of and to
vote at the meeting.
By Order of the Board of Directors
John E. Pelletier
Secretary
New York, New York
September __, 1995
WE NEED YOUR PROXY VOTE IMMEDIATELY
A STOCKHOLDER MAY THINK HIS VOTE IS NOT IMPORTANT, BUT
IT IS VITAL. BY LAW, THE MEETING OF STOCKHOLDERS OF
THE PORTFOLIO WILL HAVE TO BE ADJOURNED WITHOUT
CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS
REPRESENTED. IN THAT EVENT, THE PORTFOLIO, AT
STOCKHOLDERS' EXPENSE, WOULD CONTINUE TO SOLICIT VOTES
IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE
COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE
MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD
IMMEDIATELY. YOU AND ALL OTHER STOCKHOLDERS WILL
BENEFIT FROM YOUR COOPERATION.
<PAGE>
Preliminary Copy
DREYFUS GROWTH AND VALUE FUNDS, INC.
DREYFUS SMALL COMPANY VALUE FUND
PROXY STATEMENT
Special Meeting of Stockholders
to be held on September 29, 1995
This proxy statement is furnished in connection with a
solicitation of proxies by the Board of Directors of Dreyfus
Growth and Value Funds, Inc. (the "Fund") for use at a Special
Meeting of Stockholders of its series, Dreyfus
Small Company Value Fund (the "Portfolio"), to be held on
Friday,
September 29, 1995 at __:__ _.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 Stockholders. Stockholders of record at the close of
business on September 15, 1995 are entitled to be present and to
vote at the meeting. Stockholders of the Portfolio are entitled
to one vote for each share held and fractional votes for each
fractional share held. Shares represented by executed and
unrevoked proxies will be voted in accordance with the
specifications made thereon. If the enclosed form of proxy is
executed and returned, it nevertheless may be revoked by giving
another proxy or by letter or telegram directed to the Fund,
which must indicate the stockholder's name and account number.
To be effective, such revocation must be received before the
meeting. In addition, any stockholder who attends the meeting
in
person may vote by ballot at the meeting, thereby canceling any
proxy previously given. As of September __, 1995, __________
shares of the Portfolio's common stock were outstanding.
It is estimated that proxy materials will be mailed to
Portfolio stockholders of record on or about September __, 1995.
The Fund's principal executive offices are located at 200 Park
Avenue, New York, New York 10166. Copies of the Fund's 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: TO APPROVE AN AMENDED MANAGEMENT AGREEMENT
BETWEEN THE FUND AND THE DREYFUS
CORPORATION, WITH RESPECT TO THE PORTFOLIO
ONLY, AND TO APPROVE A NEW SUB-INVESTMENT
ADVISORY AGREEMENT BETWEEN THE DREYFUS
CORPORATION AND THE BOSTON COMPANY ASSET
MANAGEMENT, INC.
Introduction
In August 1994, The Dreyfus Corporation ("Dreyfus"),
the Portfolio's investment adviser, merged with a subsidiary of
Mellon Bank, N.A. ("Mellon Bank"). As a result of such merger,
Dreyfus has direct access to a comprehensive range of financial
products and services provided by Mellon Bank Corporation
("Mellon") and its subsidiaries. Among them are value-oriented
investment management services offered by The Boston Company
Asset Management, Inc. ("TBC Asset Management"), an affiliate of
Dreyfus, which augment Dreyfus' capabilities. TBC Asset
Management currently serves as sub-investment adviser to two of
the Fund's other series.
At a meeting held on September 11, 1995, the Fund's
Board of Directors, including a majority of the Directors who are
not "interested persons" (as defined in the Investment Company
Act of 1940, as amended (the "Act")) of the Fund (i) approved
the
entry by the Fund into an amended Management Agreement (the
"Amended Management Agreement") with Dreyfus, (ii) approved the
entry by Dreyfus into a Sub-Investment Advisory Agreement (the
"Sub-Advisory Agreement") with TBC Asset Management, and
(iii) directed that the Amended Management Agreement and the
Sub-
Advisory Agreement be submitted to Portfolio stockholders at
this
meeting.
The Amended Management Agreement is substantially
identical to the Management Agreement to which the Portfolio is
subject (the "Existing Management Agreement"), except that it
provides for the employment by Dreyfus of TBC Asset Management
as
the Portfolio's sub-investment adviser and sets forth Dreyfus'
duties with respect thereto. The contractual rate the Portfolio
will be charged under the Amended Management Agreement will not
change. The fees payable to TBC Asset Management pursuant to
the
Sub-Advisory Agreement will be paid by Dreyfus, not by the
Portfolio.
Information Pertaining to Dreyfus, the Amended Management
Agreement and the Existing Management Agreement
Dreyfus. Dreyfus, located at 200 Park Avenue, New
York, New York 10166, currently serves as the Portfolio's
investment adviser under the terms of the Existing Management
Agreement dated August 24, 1994, as amended September 11, 1995.
The Fund's Board of Directors, including a majority of the
Directors who are not "interested persons" of any party to the
Existing Management Agreement, last approved the Existing
Management Agreement at a meeting held on September 11, 1995.
Dreyfus is a wholly-owned subsidiary of Mellon Bank,
which is a wholly-owned subsidiary of Mellon. As of September
1,
1995, Dreyfus managed or administered approximately $__ billion
in assets for more than ___ million investor accounts
nationwide.
The name and amount of net assets of each registered investment
company with a substantially similar investment objective as the
Portfolio for which Dreyfus provides investment advisory
services, and the annual rate of Dreyfus' fees for its advisory
services to each such investment company is set forth on Exhibit
A 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, N.A., Mellon Bank (DE) National
Credit Corporation, 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 $203 billion in
assets as of June 30, 1995, including approximately $73 billion
in mutual fund assets. As of June 30, 1995, Mellon, through
various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $707 billion
in assets, including approximately $71 billion in mutual fund
assets.
The Chairman of the Board and Chief Executive Officer
of Dreyfus is Howard Stein. Other directors of Dreyfus are
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; 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;
Lawrence S. Kash, Vice Chairman-Distribution of Dreyfus; Robert
E. Riley, President and Chief Operating Officer of Dreyfus;
Julian M. Smerling, former Vice Chairman of the Board of
Directors of Dreyfus; W. Keith Smith, Vice Chairman of Board of
Directors of Dreyfus; and Dr. David B. Truman, educational
consultant and past president of Mt. Holyoke College and the
Russell Sage Foundation, Hillsdale, New York.
Amended Management Agreement. The Amended Management
Agreement and Existing Management Agreement are substantially
identical, except for the scope of Dreyfus' services with
respect
to the Portfolio, the provision in the Amended Management
Agreement for the engagement of TBC Asset Management as the
Portfolio's sub-investment adviser to provide investment
management of the Portfolio's investments and the dates of
effectiveness and termination.
Under the terms of the Amended Management Agreement,
Dreyfus, subject to the supervision and approval of the Fund's
Board of Directors in accordance with Maryland law, will manage
the Portfolio's investments in accordance with its investment
objective and policies and provide continuous supervision of the
Portfolio's investment portfolio. The Amended Management
Agreement provides for the employment by Dreyfus of TBC Asset
Management to provide day-to-day management of the Portfolio's
securities. TBC Asset Management's fees for such services will
be paid by Dreyfus, not by the Portfolio. Dreyfus will continue
to supply 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; prepare reports to the Portfolio's stockholders, tax
returns, reports to and filings with the Securities and Exchange
Commission and state Blue Sky authorities; calculate the net
asset value of the Portfolio's shares; and generally assist in
all aspects of the Portfolio's operations. Dreyfus will
continue
to bear all expenses in connection with the performance of its
services under the Amended Management Agreement and will pay all
fees of TBC Asset Management in connection with its duties in
respect of the Portfolio.
As compensation for Dreyfus' services under the
Amended
Management Agreement, the Fund has agreed to continue to pay
Dreyfus a monthly fee at the annual rate of .75 of 1% of the
average daily net assets of the Portfolio. The fees payable to
Dreyfus are not subject to reduction as the value of the
Portfolio's net assets increases, but may be reduced pursuant to
expense limitations in effect. For the period December 29, 1993
(commencement of operations) through October 31, 1994, the
management fee payable to Dreyfus with respect to the Portfolio
under the Existing Management Agreement was $32,544, which
amount
was waived in its entirety pursuant to an undertaking by
Dreyfus.
All expenses incurred in the operation of the Fund
(other than those borne by TBC Asset Management) are borne by
the
Fund, except to the extent specifically assumed by Dreyfus. The
expenses 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 Dreyfus or
TBC
Asset Management or any of their affiliates, 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 the Portfolio, the Amended Management Agreement
provides that if in any fiscal year the aggregate expenses of
the
Fund (including fees pursuant to Amended 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 Portfolio, the Fund may
deduct
from the fees to be paid under the Amended Management Agreement,
or Dreyfus will bear, such excess expense to the extent required
by state law.
Currently, the primary portfolio manager of the
Portfolio is Ernest G. Wiggins, Jr. He has held that position
since the Portfolio's inception and has been an employee of
Dreyfus since December 1993. If the Proposal is approved,
___________ will be the Portfolio's primary portfolio manager.
[Description to be provided.]
As to the Portfolio, the Amended Management Agreement
will continue in effect until March 30, 1997 and thereafter
shall
continue automatically for successive annual periods ending on
March 30th of each year, provided such continuance is
specifically approved at least annually by (i) the Fund's Board
of Directors or (ii) vote of a majority (as defined in the Act)
of the Portfolio's outstanding voting securities, provided that
in either event the continuance also is approved by a majority
of
the Directors who are not "interested persons" (as defined in
the
Act), by vote cast in person at a meeting called for the purpose
of voting on such approval. As to the Portfolio, the Amended
Management Agreement may be terminated without penalty, on 60
days' notice, by the Fund's Board of Directors or by vote of the
holders of a majority of the Portfolio's shares, or, upon not
less than 90 days' notice, by Dreyfus. The Amended Management
Agreement will terminate automatically, as to the Portfolio, in
the event of its assignment (as defined in the Act). A copy of
the Amended Management Agreement in the form being presented for
approval, and as approved by the Board of Directors, is set
forth
as Exhibit C to this proxy statement.
Information Pertaining to TBC Asset Management and the Sub-
Advisory Agreement
TBC Asset Management. TBC Asset Management, located
at
One Boston Place, Boston, Massachusetts 02108, is a registered
investment adviser formed in 1970, and is an indirect wholly-
owned subsidiary of Mellon and an affiliate of Dreyfus. As of
________________, 1995, TBC Asset Management managed
approximately [$47.3] billion in assets and served as the
investment adviser to [five] other investment companies. The
name and amount of net assets of each registered investment
company with a substantially similar investment objective as the
Portfolio for which TBC Asset Management provides investment
advisory services, and the annual rate of TBC Asset Management's
fees for its advisory services to each such investment company
is
set forth on Exhibit B to this proxy statement.
The directors and executive officers of TBC Asset
Management are: [To be Provided].
Sub-Advisory Agreement. Under the terms of the Sub-
Advisory Agreement, TBC Asset Management, subject to the
supervision and approval of Dreyfus and the Fund's Board of
Directors, will provide investment advisory assistance and the
day-to-day management of the Portfolio's investment portfolio,
as
well as investment research and statistical information with
respect to the Portfolio.
As compensation for TBC Asset Management's services to
the Portfolio under the Sub-Advisory Agreement, Dreyfus has
agreed to pay TBC Asset Management an annual fee, payable
monthly, at the rate of .25 of 1% of the first $100 million of
the Portfolio's average daily net assets, .20 of 1% of the next
$900 million of such assets, .15 of 1% of the next $500 million
of such assets and .10 of 1% of such assets over $1.5 billion.
As to the Portfolio, the Sub-Advisory Agreement will
continue until March 30, 1997 and thereafter automatically for
successive annual periods ending on March 30th of each year,
provided such continuance is specifically approved at least
annually by (i) the Fund's Board of Directors or (ii) vote of a
majority (as defined in the Act) of the outstanding voting
securities of the Portfolio, and provided that, in either event,
the continuance also is approved by a majority of Directors who
are not "interested persons" of any party to the Sub-Advisory
Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. As to the Portfolio, the
Sub-Advisory Agreement may be terminated without penalty (i) by
Dreyfus on 60 days' notice to TBC Asset Management, (ii) by the
Fund's Board of Directors or by vote of the holders of a
majority
of the Portfolio's outstanding voting securities on 60 days'
notice to TBC Asset Management, or (iii) by TBC Asset Management
on not less than 90 days' notice to the Fund and Dreyfus. The
Sub-Advisory Agreement will terminate automatically, as to the
Portfolio, in the event of its assignment (as defined in the
Act)
or upon the termination of the Amended Management Agreement for
any reason. A copy of the Sub-Advisory Agreement in the form
being presented for approval, and as approved by the Board of
Directors, is set forth as Exhibit D to this proxy statement.
Board Considerations
In considering whether to approve the Amended
Management Agreement and the Sub-Advisory Agreement and to
submit
each agreement to the Portfolio's stockholders for their
approval, the Fund's Board of Directors concluded that (a) there
was a reasonable likelihood that the additional services TBC
Asset Management could provide the Portfolio would benefit
stockholders, (b) it was satisfied with the management services
provided to the Fund by Dreyfus and (c) no change in the
management fee was appropriate since Dreyfus and not the
Portfolio would pay TBC Asset Management for its sub-investment
advisory services to the Portfolio. In evaluating TBC Asset
Management's ability to provide sub-investment advisory services
to the Portfolio, the Fund's Directors received and considered
information concerning TBC Asset Management's experience,
business organization, financial resources, personnel and other
matters.
Vote Required and Directors' Recommendation
Approval of this Proposal requires the affirmative
vote
of (a) 67% of the voting securities present at this meeting, if
the holders of more than 50% of the Portfolio's outstanding
voting securities are present or represented by proxy, or (b)
more than 50% of the Portfolio's outstanding voting securities,
whichever is less. If stockholders do not approve the Amended
Management Agreement and the Sub-Advisory Agreement, the
Existing
Management Agreement will remain in effect.
ADDITIONAL INFORMATION
Premier Mutual Fund Services, Inc. (the
"Distributor"),
with principal offices at One Exchange Place, Boston,
Massachusetts 02109, serves as the Fund's distributor. The
Distributor's ultimate parent company is Boston Institutional
Group, Inc.
The following table presents certain information for
the Portfolio regarding the beneficial ownership of its shares
as
of _______________, 1995 by each officer and Director of the
Fund
owning shares on such date. In each case, such amount
constituted less than 1% of the Portfolio's outstanding shares.
Name of
Beneficial Owner Number of Shares
[TO BE PROVIDED]
VOTING INFORMATION
If a proxy is properly executed and returned
accompanied by instructions to withhold authority to vote,
represents a broker "non-vote" (that is, a proxy from a broker
or
nominee indicating that such person has not received
instructions
from the beneficial owner or other person entitled to vote
shares
of the Portfolio on a particular matter with respect to which
the
broker or nominee does not have discretionary power) or marked
with an abstention (collectively, "abstentions"), the
Portfolio's
shares represented thereby will be considered to be present at
the meeting for purposes of determining the existence of a
quorum
for the transaction of business. Under Maryland law,
abstentions
do not constitute a vote "for" or "against" a matter and will be
disregarded in determining the "votes cast" on an issue.
Accordingly, abstentions will have the effect of a "no" vote for
purposes of obtaining the requisite approval of the Proposal.
In the event that a quorum is not present at the
meeting, or if a quorum is present but sufficient votes to
approve the Proposal are not received, the persons named as
proxies may propose one or more adjournments of the meeting to
permit further solicitation of proxies. In determining whether
to adjourn the meeting, the following factors may be considered:
the nature of the Proposal, the percentage of votes actually
cast, the percentage of negative votes actually cast, the nature
of any further solicitation and the information to be provided
to
stockholders with respect to the reasons for the solicitation.
Any adjournment will require the affirmative vote of a majority
of those shares affected by the adjournment that are represented
at the meeting in person or by proxy. A stockholder vote may be
taken for the Proposal in this proxy statement prior to any
adjournment if sufficient votes have been received for approval.
If a quorum is present, the persons named as proxies will vote
those proxies which they are entitled to vote "FOR" the Proposal
in favor of such adjournment, and will vote those proxies
required to be voted "AGAINST" the Proposal against any
adjournment. A quorum is constituted with respect to the
Portfolio by the presence in person or by proxy of the holders
of
more than one-third of the Portfolio's outstanding shares
entitled to vote at the meeting.
As of ____________, 1995, the following persons were
known by the Fund to own 5% or more of the Portfolio's
outstanding voting securities:
Name and Address Number Percentage of
of Stockholder of Shares Shares Outstanding
[TO BE PROVIDED]
A stockholder who beneficially owns, directly or
indirectly, more than 25% of the Portfolio's voting securities
may be deemed a "control person" (as defined in the Act) of the
Portfolio.
OTHER MATTERS
The Fund's Board members are 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 persons named in the accompanying form of proxy
to vote the proxy in accordance with their judgment on such
matters.
The Fund will bear the cost of soliciting proxies from
stockholders. In addition to the use of the mails, proxies may
be solicited personally, by telephone or by telegraph, and the
Fund may pay persons holding shares of the Portfolio in their
names or those of their nominees for their expenses in sending
soliciting materials to their principals.
Unless otherwise required under the Act, ordinarily it
will not be necessary for the Fund to hold annual meetings of
stockholders. As a result, the Fund's stockholders 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 stockholders 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 stockholders.
Under the Act, stockholders of record of not less than
two-thirds
of the Fund's outstanding shares may remove Board members of the
Fund through a declaration in writing or by vote cast in person
or by proxy at a meeting called for that purpose. Under the
Fund's By-Laws, the Board members are required to call a meeting
of stockholders for the purpose of voting upon the question of
removal of any Board members when requested in writing to do so
by the stockholders of record of not less than 10% of the Fund's
outstanding shares. Stockholders wishing to submit proposals
for
inclusion in the Fund's proxy statement for a subsequent
stockholder meeting should send their written submissions to the
principal executive offices of the Fund at 200 Park Avenue, New
York, New York 10166, Attention: General Counsel.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
Please advise the Fund, in care of ________________
_______________________________________, whether other persons
are the beneficial owners of Portfolio shares for which proxies
are being solicited from you, and, if so, the number of copies
of
the proxy statement and other soliciting material you wish to
receive in order to supply copies to the beneficial owners of
Portfolio shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND IN PERSON ARE URGED TO
COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD IN THE ENCLOSED
STAMPED ENVELOPE.
Dated: September __, 1995
<PAGE>
EXHIBIT A
The investment companies which have a similar
investment objective to that of the Portfolio for which Dreyfus
serves as investment adviser are listed below. The approximate
net assets of each investment company as of June 30, 1995 and
the
investment advisory fee payable by it to Dreyfus (expressed as a
percentage of average daily net assets) also are listed below:
Name of Fund Investment Approximate
Advisory Fee as Net Assets
a Percentage of (in millions)
Average Daily
Net Assets
[TO BE PROVIDED]
<PAGE>
EXHIBIT B
The investment companies which have a similar
investment objective to that of the Portfolio for which TBC
Asset
Management serves as investment adviser are listed below. The
approximate net assets of each investment company as of June 30,
1995 and the investment advisory fee payable by it to TBC Asset
Management (expressed as a percentage of average daily net
assets) also are listed below:
Name of Fund Investment
Advisory Fee as
a Percentage of Approximate
Average Daily Net Assets
Net Assets (in millions)
[TO BE PROVIDED]
<PAGE>
EXHIBIT C
MANAGEMENT AGREEMENT
DREYFUS GROWTH AND VALUE FUNDS, INC.
200 Park Avenue
New York, New York 10166
August 24, 1994
As Amended, September 29, 1995
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
the relevant Series' Prospectus and its 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 each sub-adviser named on Schedule 1 hereto to act
as the Fund's sub-investment adviser (the "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 its
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 the 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 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 its then-current 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:
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 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 the Fund (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 here-
under. 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 such companies or accounts
which have available funds for investment, the available
securities will be allocated in a manner believed 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 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. 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:_______________________________
<PAGE>
SCHEDULE 1
Annual
Fee as a
Percentage
of Average
Daily Net
Name of Series Assets Reapproval Date Reapproval
Day
Dreyfus Aggressive
Growth Fund .75 March 30, 1997 March 30
Dreyfus Aggressive
Value Fund .75 March 30, 1997 March 30
Dreyfus Diversified
Small Company Fund .90 March 30, 1997 March 30
Dreyfus Growth Fund .75 March 30, 1996 March 30
Dreyfus International
Growth Fund 1.00 March 30, 1997 March 30
Dreyfus International
Value Fund* 1.00 March 30, 1997 March 30
Dreyfus Midcap Value
Fund* .75 March 30, 1997 March 30
Dreyfus Small Company
Value Fund* .75 March 30, 1997 March 30
Dreyfus Value Fund .75 March 30, 1996 March 30
* The Dreyfus Corporation has employed The Boston Company
Asset Management, Inc. to act as sub-investment adviser.
<PAGE>
EXHIBIT D
SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
200 Park Avenue
New York, New York 10166
September 11,
1995
As Amended, September 29,
1995
The Boston Company Asset
Management, Inc.
Exchange Place
53 State Street
Boston, MA 02109-2818
Dear Sirs:
As you are aware, each series of Dreyfus Growth and
Value Funds, Inc. (the "Fund") named on Schedule 1 hereto, as
such
Schedule may be revised from time to time (each, a "Series"),
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 the
relevant
Series' Prospectus and its 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 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.
Subject to the supervision and approval of the
Adviser,
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 the 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 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 a 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 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.
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 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 relevant Series' then-
current Prospectus and Statement of Additional Information. The
fee for the period from the date following the commencement of
sales of a Series' shares (after any sales are made to the
Adviser) 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 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. 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:
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 Commis-
sion 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 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 ("Your 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. As to each Series, if the Adviser
waives,
for any other reason, or fails to receive any portion of its
fees
with respect to such Series under the Management Agreement, your
fee under this Agreement shall be reduced by Your Proportion of
the amount which the Adviser shall have waived or not received.
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 to one
or more other 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 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 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:
THE BOSTON COMPANY ASSET
MANAGEMENT, INC.
By:__________________________
<PAGE>
SCHEDULE 1
Annual
Fee as a
Percentage
of Average
Daily
Name of Series Net Assets Reapproval Date Reapproval
Day
Dreyfus International
Value Fund .50 March 30, 1997 March 30
Dreyfus Midcap Value
Fund * March 30, 1997 March 30
Dreyfus Small Company
Value Fund * March 30, 1997 March 30
* .25 of 1% of the first $100 million of average daily net
assets,
.20 of 1% of the next $900 million of such assets, .15 of
1% of the next $500 million of such assets and .10 of 1%
of such assets over $1.5 billion.
<PAGE>
Preliminary Copy
DREYFUS GROWTH AND VALUE FUNDS, INC.
DREYFUS SMALL COMPANY VALUE FUND
The undersigned stockholder of Dreyfus Small Company Value Fund
(the "Portfolio") of Dreyfus Growth and Value Funds, Inc. (the
"Fund") hereby appoints ______________ and _______________, and
each of them, the attorneys and proxies of the undersigned, with
full power of substitution, to vote, as indicated herein, all of
the shares of common stock of the Portfolio standing in the name
of the undersigned at the close of business on September 15,
1995,
at the Special Meeting of Stockholders to be held at the offices
of The Dreyfus Corporation, 200 Park Avenue, New York, New York
at
__:__ _.m. on Friday, September 29, 1995, and at any and all
adjournments thereof, with all of the powers the undersigned
would
possess if then and there personally present 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.
1. To approve an Amended Management Agreement between the Fund
and The Dreyfus Corporation and to approve a Sub-Investment
Advisory Agreement between The Dreyfus Corporation and The
Boston
Company Asset Management, Inc.
FOR AGAINST ABSTAIN
2. In their discretion, the proxies are authorized to vote
upon
such other business as may properly come before the meeting, or
any adjournment(s) or postponement(s) thereof.
Signature(s) should be exactly as name or
names appearing on this proxy. If shares
are
held jointly, each holder should sign. If
signing is by attorney, executor,
administra-
tor, trustee or guardian, please give full
title.
Dated: , 1995
Signature(s)
Signature(s)
Sign, Date and Return the Proxy
Card Promptly Using the
Enclosed Envelope
