EX-99.77Q1 OTHER EXHIBITS
Sub-Item 77Q1(e)
Any new or amended investment advisory contracts
Strategic Funds, Inc.
-Systematic International Equity Fund
2-88816
811-3940
SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
December 31, 2007
Mellon Capital Management Corporation
00 Xxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Ladies and Gentlemen:
As you are aware, Strategic Funds, Inc. (the "Fund") desires to employ
the capital of the series named on Schedule 1 hereto, as such Schedule may be
revised from time to time (each, a "Series"), by investing and reinvesting the
same in investments of the type and in accordance with the limitations specified
in the Series' Prospectus and Statement of Additional Information as from time
to time in effect, copies of which have been or will be submitted to you, and in
such manner and to such extent as from time to time may be approved by the
Fund's Board. The Fund 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
retain you, and you hereby agree to accept such retention, as the Series'
sub-investment adviser.
In connection with your serving as sub-investment adviser to the
Series, 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 of 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 and the Fund's
Board, you will provide investment management of the Series' portfolio in
accordance with the Series' investment objective(s), policies and limitations as
stated in the Series' Prospectus and 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 information, with respect to the investments which
the 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 the 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. The Adviser
shall furnish you with copies of the Series' Prospectuses, Statements of
Additional Information and shareholder reports. You shall have no responsibility
with respect to the collection of income, physical acquisition or the
safekeeping of the Series' assets.
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 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 the Series' 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. The Fund is
expressly made a third party beneficiary of this Agreement with rights as
respect to the Series to the same extent as if it had been a party hereto.
In consideration of services rendered pursuant to this Agreement, the
Adviser will pay you on the first business day of each month a fee at the annual
rate set forth on Schedule 1 hereto. If the Adviser waives all or a portion of
the management fee it is entitled to receive from the Series, the fee payable to
you pursuant to this Agreement may be reduced as you and the Adviser mutually
agree.
Net asset value shall be computed on such days and at such time or
times as described in the Series' then-current Prospectus and Statement of
Additional Information. The fee for the period from the date of the commencement
of the public sale of the 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 within 10 business days of
the date of termination of this Agreement.
For the purpose of determining fees payable to you, the value of the
Series' net assets shall be computed in the manner specified in the Fund's
charter documents for the computation of the value of the 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 Series (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: 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 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.
The Adviser understands that in entering into this Agreement you have
relied upon the inducements made by the Fund to you under the Management
Agreement. The Adviser also understands that you now act, and that from time to
time hereafter you may act, as investment adviser or sub-investment adviser to
one or more investment companies and fiduciary or other managed accounts, and
the Adviser has no objection to your 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 a Series or the size of the position obtainable for or disposed
of by the Series. It is also understood that you and the Adviser shall be
prohibited from consulting with each other concerning transactions described in
Rule 12d3-1(c) under the Investment Company Act of 1940, as amended, and that
your responsibility regarding investment advice hereunder is limited to the
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. As a limited liability partnership, you will notify the Fund and
the Adviser of any change in your membership within a reasonable time after such
change.
You shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Series 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.
The Adviser acknowledges receipt of Part II of your Form ADV at least
48 hours prior to entering into this Agreement, as required by Rule 204-3 under
the Investment Advisers Act of 1940. No provision of this Agreement may be
changed, waived or discharged unless signed in writing by the parties hereto.
This Agreement shall be governed by the laws of the State of New York, without
regard to the conflict of principle laws thereof. This Agreement may be executed
in several counterparts, including via facsimile, each of which shall be deemed
an original for all purposes, including judicial proof of the terms hereof, and
all of which together shall constitute and be deemed one and the same agreement.
If any one or more of the provisions of this Agreement shall be held contrary to
express law or against public policy, or shall for any reason whatsoever be held
invalid, then such provisions shall be deemed severable from the remainder of
this Agreement and shall in no way affect the validity or enforceability of the
other provisions of this Agreement.
Unless otherwise provided herein or agreed to in writing by the
parties, all notices, instructions or advice permitted or required under this
Agreement shall be deemed to have been properly given if sent by regular
first-class mail, registered mail, private courier or facsimile and addressed to
(or delivered to) the respective party at the address set forth above or at such
other address or addresses as shall be specified, in each case, in a notice
similarly given. Each party may rely upon any notice from the other party or
other communication reasonably believed by the receiving party to be genuine.
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: /s/ X. Xxxxx Xxxxxxx
-------------------------
X. Xxxxx Xxxxxxx
Vice Chairman
Accepted:
MELLON CAPITAL MANAGEMENT CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxxxx
----------------------------------------------------
Xxxxxxxx X. Xxxxxxxx
Executive Vice President and Chief Operating Officer
-6-
SCHEDULE 1
Annual Fee
as a Percentage
of Average Daily
Name of Series Net Assets Reapproval Date Reapproval Day
Systematic International Equity Fund 0.80% November 30, 2008 November 30th
