EXHIBIT (d)(3)
SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 20, 1998
As Revised, October 11, 1999
Xxxxxx Capital Management Limited
71 Queen Victoria Street
London, ECV 4DR
Dear Sirs:
As you are aware, Dreyfus Premier International Funds, Inc. (the
"Fund"), currently consisting of five series, desires to employ the capital of
its 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 Fund's
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 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 each 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 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 the
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 supervise each Series' investments and conduct a
continuous program of investment, evaluation and, if appropriate, sale and
reinvestment of such 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 any 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' 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 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 following the commencement of sales of a Series' shares
(after any sales are made to the Fund's sponsor) 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 the a 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: 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.
The Adviser understands that you now act, and that from time to time
hereafter you may act, as 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 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 a 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.
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:
XXXXXX CAPITAL MANAGEMENT LIMITED
By:
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SCHEDULE 1
ANNUAL FEE AS
A PERCENTAGE
OF AVERAGE
NAME OF SERIES DAILY NET ASSETS REAPPROVAL DATE REAPPROVAL DAY
-------------- ---------------- --------------- --------------
Dreyfus Premier
European Equity Fund
* September 11, 2000 September 11th
Dreyfus Premier
Japan Fund * September 11, 2001 September 11th
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* A fee calculated daily and paid monthly based on the Series' average daily
net assets, for the preceding month as follows:
ANNUAL FEE AS A PERCENTAGE
AVERAGE DAILY NET ASSETS OF AVERAGE DAILY NET ASSETS
------------------------ ---------------------------
0 to $100 million .35 of 1%
$100 million to $1 billion .30 of 1%
$1 billion to $1.5 billion .26 of 1%
$1.5 billion or more .20 of 1%
