SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
August 24, 1994
M&G Investment Management Limited
Xxxxx Xxxxx Xxxxx Xxxx
Xxxxxx XX0X 0XX, Xxxxxxx
Dear Sirs:
As you are aware, Dreyfus International Equity Fund,
Inc., a Maryland corporation (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
Articles of Incorporation 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 of Directors. The Fund intends to employ 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 the Fund's 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 the Fund's
portfolio in accordance with the Fund's 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 supervise the Fund's investments
and conduct a continuous program of investment, evaluation and,
if appropriate, sale and reinvestment of the Fund's assets. You
will furnish to the Adviser or the Fund such statistical
information, with respect to the investments which the Fund 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 the
Fund's 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 the Fund or the Adviser, provided that
nothing herein shall be deemed to protect or purport to protect
you against any liability to the Adviser, the Fund or the Fund's
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 annual rate of .30 of 1% of the value of the Fund's average
daily net assets, for the preceding month.
Net asset value shall be computed on such days and at
such time or times as described in the Fund's then-current
Prospectus and Statement of Additional Information. The fee for
the period from the date following the commencement of sales of
the Fund's 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 the Fund's net assets shall be computed in the
manner specified in the Fund's Articles of Incorporation for the
computation of the value of the Fund's net assets.
You will bear all expenses in connection with the
performance of your services under this Agreement. The Adviser
and the Fund have agreed that 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 the Adviser or you. The expenses to be
borne by the Fund include, without limitation, the following:
organizational costs, taxes, interest, brokerage fees and
commissions, if any, fees of Directors who are not officers,
directors, employees or holders of 5% or more of the outstanding
voting securities of you or the Adviser or any affiliate of you
or the Adviser, Securities and Exchange Commission fees and
state Blue Sky qualification fees, advisory fees, charges of
custodians, transfer and dividend disbursing agents' fees,
certain insurance premiums, industry association fees, outside
auditing and legal expenses, costs of independent pricing
services, costs of maintaining the Fund's existence, costs
attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of
stockholders' reports and meetings, costs of preparing, printing
and distributing certain prospectuses and statements of
additional information, and any extraordinary expenses.
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 Fund, the
Adviser may deduct from the fees to be paid hereunder, or you
will bear such excess expense on a pro-rata basis with the
Adviser, in the proportion that the subadvisory fee payable to
you pursuant to this Agreement bears to the fee payable to the
Adviser pursuant to the Management Agreement, to the extent
required by state law. Your obligation pursuant hereto will be
limited to the amount of your fees 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 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 the Fund or the
size of the position obtainable for or disposed of by the Fund.
In addition, it is understood that the persons
employed by you to assist in the performance of your duties
hereunder will not devote their full time to such services and
nothing contained herein shall be deemed to limit or restrict
your right or the right of any of your affiliates to engage in
and devote time and attention to other businesses or to render
services of whatever kind or nature.
You shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the 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, Director, 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.
This Agreement shall continue until June 14, 1995 and
thereafter shall continue automatically for successive annual
periods ending on June 14th of each year, provided such
continuance is specifically approved at least annually by (i)
the Fund's Directors or (ii) vote of a majority (as defined in
the Investment Company Act of 1940, as amended) of the Fund's
outstanding voting securities, provided that in either event its
continuance also is approved by a majority of the Fund's
Directors 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. This
Agreement is terminable without penalty (i) by the Adviser upon
60 days' notice to you, (ii) by the Fund's Board of Directors or
by vote of the holders of a majority of the Fund's shares upon
60 days' notice to you, or (iii) by you upon not less than 90
days' notice to the Fund and the Adviser. This Agreement also
will terminate automatically in the event of its assignment (as
defined in said Act). In addition, notwithstanding anything
herein to the contrary, if the Management Agreement terminates
for any reason, this Agreement shall terminate effective upon
the date the Management Agreement terminates.
You agree to obtain as soon as reasonably practicable
and thereafter maintain in respect of the balance of the period
during which this Agreement is in effect a fidelity bond
covering you and each of your directors, officers, employees and
authorized agents in such amounts and containing such provisions
as would be required by the Investment Company Act of 1940, as
amended, and any applicable regulations thereunder if you and/or
our directors, officers, employees and authorized agents are
subject to the bonding provisions of said Act and regulations.
Such bond shall be issued by a qualified insurance carrier with
a Best's rating of at least "A" and shall name the Fund as an
insured. You agree to provide the Fund with a certificate of
insurance evidencing such coverage. Until you are able to
obtain said fidelity bond, the Adviser agrees to use its best
efforts to include you under the existing fidelity bond coverage
which names the Fund as an insured.
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:
M&G INVESTMENT MANAGEMENT LIMITED
By:______________________________
