SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 20, 1998
Xxxxxx Capital Management Limited
71 Queen Victoria Street
London, ECV 4DR
England
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 or, if a Series is
added to this Agreement subsequent to the commencement of sales of such Series
shares, for the period from the effective date of this Agreement with respect to
such Series to the end of the month in which this Agreement became effective
with respect to such Series, 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 each Series' net assets shall be computed in the manner specified in the
Fund's charter documents for the computation of the value of 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 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 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: /s/ Xxxx X. Xxxxxx
----------------------------
Xxxx X. Xxxxxx, Vice President
Accepted:
XXXXXX CAPITAL MANAGEMENT LIMITED
BY: /s/ Xxx X. Xxxxxx
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SSL-DOCS2 70025346v1
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, 2001 September 11th
Dreyfus Premier
International Growth Fund * September 11, 2002 September 11th
Dreyfus Premier
Japan Fund * September 11, 2001 September 11th
-------------------------
* 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%
Revised: August 16, 2001
