Exhibit (5)
MANAGEMENT AGREEMENT
DREYFUS PREMIER INTERNATIONAL FUNDS, INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
August 24, 1994
As Amended, January 12, 1998
The Dreyfus Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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 (the "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 its
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 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 Fund's then-current Prospectus and Statement of Additional
Information. The fee for the period from the date of the commencement of
the public sale of a Series' shares to the end of the month during which
such sale shall have been commenced shall be pro-rated according to the
proportion which such period bears to the full monthly period, and upon any
termination of this Agreement before the end of any month, the fee for such
part of a month shall be pro-rated according to the proportion which such
period bears to the full monthly period and shall be payable upon the date
of termination of this Agreement.
For the purpose of determining fees payable to you, the value of
each Series' net assets shall be computed in the manner specified in the
Fund's charter documents for the computation of the value of each Series'
net assets.
You will bear all expenses in connection with the performance of
your services under this Agreement and will pay all fees of each 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
such Series (including fees pursuant to this Agreement, but excluding
interest, taxes, brokerage and, with the prior written consent of the
necessary state securities commissions, extraordinary expenses) exceed the
expense limitation of any state having jurisdiction over such Series, the
Fund may deduct from the fees to be paid hereunder, or you will bear, such
excess expense to the extent required by state law. Your obligation
pursuant hereto will be limited to the amount of your fees hereunder. Such
deduction or payment, if any, will be estimated daily, and reconciled and
effected or paid, as the case may be, on a monthly basis.
The Fund understands that you and each Sub-Investment Adviser now
act, and that from time to time hereafter you or a Sub-Investment Adviser
may act, as investment adviser to one or more other investment companies and
fiduciary or other managed accounts, and the Fund has no objection to your
and the Sub-Investment Adviser's so acting, provided that when the purchase
or sale of securities of the same issuer is suitable for the investment
objectives of two or more companies or accounts managed by you which have
available funds for investment, the available securities will be allocated
in a manner believed by you to be equitable to each company or account. It
is recognized that in some cases this procedure may adversely affect the
price paid or received by one or more Series or the size of the position
obtainable for or disposed of by one or more Series.
In addition, it is understood that the persons employed by you to
assist in the performance of your duties hereunder will not devote their
full time to such service and nothing contained herein shall be deemed to
limit or restrict your right or the right of any of your affiliates to
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
Neither you nor a 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 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 Sub-Investment Adviser's liability and other provisions relating to
a 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. Each 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 PREMIER INTERNATIONAL
FUNDS, INC.
By:______________________________
Accepted:
THE DREYFUS CORPORATION
By:_______________________________
SCHEDULE 1
Annual Fee as
a Percentage
of Average
Name of Series Daily Net Assets Reapproval Date Reapproval Day
Dreyfus Premier 1.25% September 11, 1999 September 11th
Greater China
Fund
Dreyfus Premier 0.75% September 11, 1998 September 11th
International
Growth Fund
