SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
DREYFUS PREMIER INTERNATIONAL FUNDS, INC.
Dreyfus Premier International Growth Fund
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PRELIMINARY COPY
DREYFUS PREMIER INTERNATIONAL GROWTH FUND
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Notice of Special Meeting of Stockholders
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To the Stockholders:
A Special Meeting of Stockholders of Dreyfus Premier International
Growth Fund (the "Fund"), a series of Dreyfus Premier International Funds, Inc.,
will be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th
Floor West, New York, New York, on August 16, 2001 at 3:00 p.m., for the
following purposes:
1. To approve a new Sub-Investment Advisory Agreement between The Dreyfus
Corporation and Newton Capital Management Limited.
2. To transact such other business as may properly come before the
meeting, or any adjournment or adjournments thereof.
Stockholders of record at the close of business on June 1, 2001 will
be entitled to receive notice of and to vote at the meeting.
By Order of the Board
Michael A. Rosenberg
Secretary
New York, New York
June 8, 2001
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WE NEED YOUR PROXY VOTE IMMEDIATELY
A STOCKHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS
VITAL. BY LAW, THE MEETING OF STOCKHOLDERS OF THE FUND WILL HAVE TO BE ADJOURNED
WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS REPRESENTED. IN THAT
EVENT, THE FUND WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A
QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE
MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD IMMEDIATELY. YOU AND ALL
OTHER STOCKHOLDERS WILL BENEFIT FROM YOUR COOPERATION.
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PRELIMINARY COPY
DREYFUS PREMIER INTERNATIONAL GROWTH FUND
PROXY STATEMENT
Special Meeting of Stockholders
to be held on August 16, 2001
This proxy statement is furnished in connection with a solicitation of
proxies by the Board of Dreyfus Premier International Funds, Inc. (the
"Company"), on behalf of its series, Dreyfus Premier International Growth Fund
(the "Fund"), to be used at the Special Meeting of Stockholders of the Fund to
be held on August 16, 2001 2001 at 3:00 p.m., at the offices of The Dreyfus
Corporation, 200 Park Avenue, 7th Floor West, New York, New York, for the
purposes set forth in the accompanying Notice of Special Meeting of
Stockholders. Stockholders of record at the close of business on June 1, 2001
are entitled to receive notice of and to vote at the meeting. Stockholders are
entitled to one vote for each Fund share held and fractional votes for each
fractional Fund share held. Shares represented by executed and unrevoked proxies
will be voted in accordance with the specifications made thereon. If the
enclosed form of proxy is executed and returned, it nevertheless may be revoked
by a later-dated proxy or by letter or telegram directed to the Fund, which must
indicate the stockholder's name. To be effective, such revocation must be
received prior to the meeting. In addition, any stockholder who attends the
meeting in person may vote by ballot at the meeting, thereby canceling any proxy
previously given. As of May 9, 2001, approximately 6,145,647 shares of the
Fund's common stock were issued and outstanding.
It is estimated that proxy materials will be mailed to stockholders of
record on or about June 8, 2001. The Fund's principal executive offices are
located at 200 Park Avenue, New York, New York 10166. COPIES OF THE FUND'S MOST
RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE AVAILABLE UPON REQUEST, WITHOUT
CHARGE, BY WRITING TO THE FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW
YORK 11556-0144, OR BY CALLING TOLL-FREE 1-800-645-6561.
PROPOSAL 1: SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN THE DREYFUS CORPORATION AND
NEWTON CAPITAL MANAGEMENT LIMITED
INTRODUCTION
The Dreyfus Corporation ("Dreyfus") currently serves as the Fund's
investment adviser pursuant to a Management Agreement, dated August 24, 1994, as
amended January 12, 1998 (the "Management Agreement"), with the Company pursuant
to which Dreyfus provides the day-to-day management of the Fund's portfolio. The
Management Agreement was last approved by stockholders of the Fund on August 24,
1994, and most recently renewed by the Board on July 26, 2000. Under the
Management Agreement, the Fund pays Dreyfus an advisory fee at an annual rate of
0.75% of the value of the Fund's average daily net assets.
It is proposed that Dreyfus enter into a Sub-Investment Advisory
Agreement (the "Sub-Advisory Agreement") with its affiliate, Newton Capital
Management Limited ("Newton"), pursuant to which Newton would serve as the
Fund's sub-investment adviser and provide day-to-day management of the Fund's
portfolio under the supervision of Dreyfus. Under the proposed arrangement,
Dreyfus would pay Newton, out of the fee Dreyfus receives from the Fund, an
annual sub-advisory fee of 0.35% of assets up to $100 million, 0.30% of assets
of $100 million to $1 billion, 0.26% of assets from $1 billion to $1.5 billion
and 0.20% on assets over $1.5 billion, in each case based on the Fund's average
daily net assets. Newton currently serves as sub-investment adviser to two other
series of the Company. If approved by stockholders, the proposed arrangement
will not increase the annual rate of advisory fees paid by the Fund.
At a meeting held on April 10, 2001, the Company's Board, including a
majority of the Board members who are not "interested persons" (as defined in
the Investment Company Act of 1940, as amended (the "1940 Act")) of the Company,
(i) approved the entry by Dreyfus into the Sub-Advisory Agreement with Newton,
and (ii) directed that the Sub-Advisory Agreement be submitted to Fund
stockholders at this meeting.
DESCRIPTION OF THE MANAGEMENT AGREEMENT
Under the terms of the Management Agreement, Dreyfus provides
investment management of the Fund's portfolio in accordance with its investment
objectives and policies, subject to the authority of the Company's Board under
Maryland law. In connection therewith, Dreyfus obtains and provides investment
research and supervises the Fund's investments and conducts (or, if the
Sub-Advisory Agreement is approved, will supervise) a continuous program of
investment, evaluation and, if appropriate, sale and reinvestment, of the Fund's
assets. In addition, Dreyfus supplies office facilities (which may be in its 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; prepares reports to
stockholders, tax returns, reports to and filings with the Securities and
Exchange Commission (the "SEC") and state Blue Sky authorities; calculates the
net asset value of the Fund's shares; and generally assists in all aspects of
the Fund's operations. During the fiscal year ended October 31, 2000, the Fund
paid $766,552 in advisory fees to Dreyfus.
Dreyfus bears all expenses in connection with the performance of its
services under the Management Agreement and will pay the sub-investment advisory
fee to Newton if the Sub-Advisory Agreement is approved. All other expenses
incurred in the operation of the Company (other than those to be borne by
Newton) are borne by the Company, except to the extent specifically assumed by
Dreyfus. The expenses borne by the Company include, without limitation: 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 Dreyfus or Newton or any of their affiliates,
SEC fees, 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 Company'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. Expenses attributable to a particular
series of the Company, including the Fund, are charged against the assets of
that series; other expenses of the Company's series are allocated among the
series on the basis determined by the Company's Board, including, but not
limited to, proportionately in relation to the net assets of each series.
The Management Agreement provides that neither Dreyfus nor, if
approved by stockholders, Newton shall be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund, except for any liability by
reason of willful misfeasance, bad faith or gross negligence in the performance
of their duties or reckless disregard in the performance of their obligations
and duties under the Management Agreement or the Sub-Advisory Agreement, as
applicable.
The Management Agreement may be terminated as to the Fund without
penalty, on 60 days' notice, by the Company's Board or by vote of the holders of
a majority of the Fund's shares, or, upon not less than 90 days' notice, by
Dreyfus. The Management Agreement will terminate automatically in the event of
its assignment (as defined in the 1940 Act).
DESCRIPTION OF THE SUB-ADVISORY AGREEMENT
Under the terms of the proposed Sub-Advisory Agreement, Newton,
subject to the supervision and approval of Dreyfus, would provide investment
management of the Fund's portfolio, as well as statistical information with
respect to the investments which the Fund may hold or contemplate purchasing. In
connection therewith, Newton 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. Under the proposed Sub-Advisory Agreement,
Dreyfus (and not the Fund) is responsible for paying the sub-advisory fee to
Newton.
Newton will bear all expenses in connection with the performance of
its services under the Sub-Advisory Agreement. All other expenses incurred in
the operation of the Company (other than those borne by Dreyfus) will be borne
by the Company, except to the extent specifically assumed by Newton. The
expenses borne by the Company are listed above under "Description of the
Management Agreement."
The Sub-Advisory Agreement would provide that Newton shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Fund or Dreyfus in the matters to which the Sub-Advisory Agreement relates,
except for a loss resulting from Newton's willful misfeasance, bad faith or
gross negligence in the performance of its duties or from reckless disregard in
the performance of its obligations and duties under the Sub-Advisory Agreement.
The Sub-Advisory Agreement may be terminated without penalty, (1) on
60 days' notice, by Dreyfus, the Company's Board or by vote of the holders of a
majority of the Fund's shares, or, (2) upon not less than 90 days' notice to the
Company and Dreyfus, by Newton. The Sub-Advisory Agreement will terminate
automatically in the event of its assignment (as defined in the 1940 Act) or
upon termination of the Management Agreement.
A copy of the Sub-Advisory Agreement in the form being presented for
approval, and as approved by the Board, is set forth as Exhibit A to this Proxy
Statement.
INFORMATION PERTAINING TO DREYFUS
Dreyfus, located at 200 Park Avenue, New York, New York 10166, is a
wholly owned subsidiary of Mellon Bank, N.A. ("Mellon Bank"), which is a wholly
owned subsidiary of Mellon Financial Corporation ("Mellon"). Founded in 1947,
Dreyfus manages more than $157 billion in over 190 mutual fund portfolios. The
name of each registered investment company for which Dreyfus acts as investment
adviser that has a similar investment objective as the Fund and invests
primarily in the securities of foreign issuers, the amount of its net assets and
the annual rate of Dreyfus' compensation for services to each such company is
set forth on Exhibit B to this Proxy Statement.
Dreyfus is the primary mutual fund business of Mellon, which is a
global financial services company with approximately $2.8 trillion of assets
under management, administration or custody, including approximately $530
billion under management. Mellon provides wealth management, global investment
services and a comprehensive array of banking services for individuals,
businesses and institutions. Mellon is a global multibank financial holding
company incorporated under Pennsylvania law in 1971 and registered under the
Federal Bank Holding Company Act of 1956, as amended. Mellon is a publicly held
company and is among the twenty largest bank holding companies in the United
States based on total assets. Mellon Bank and Mellon are located at One Mellon
Bank Center, Pittsburgh, Pennsylvania 15258.
Stephen E. Canter is the Chairman of the Board, Chief Executive
Officer, President, Chief Operating Officer and Chief Investment Officer of
Dreyfus. The following persons also are directors of Dreyfus: Thomas F. Eggers,
Vice Chairman-Institutional; J. David Officer, Vice Chairman; Mandell L. Berman,
real estate consultant, director and residential builder and investor, 29100
Northwestern Highway, Suite 370, Southfield, MI 48034; Steven G. Elliott, Senior
Vice Chairman, Chief Financial Officer and director, Mellon Financial
Corporation, One Mellon Bank Center, Pittsburgh, PA 15258; Martin G. McGuinn,
Chairman, Chief Executive Officer and director, Mellon Financial Corporation,
One Mellon Bank Center, Pittsburgh, PA 15258; Richard W. Sabo, President, Chief
Executive Officer and director, Founders Asset Management, LLC, 2930 East Third
Avenue, Denver, CO 80206; and Richard F. Syron, President, Thermo Electron, 81
Wyman Street, Waltham, MA 02454-9046. The address of persons for which an
address is not listed is 200 Park Avenue, New York, New York 10166.
INFORMATION PERTAINING TO NEWTON
Newton is an affiliate of Dreyfus and is located at 71 Queen Victoria
Street, London, EC4V 4DR, England. Newton was formed in 1977 and, as of
September 30, 2000, together with its parent and its parent's subsidiaries,
managed approximately $30 billion in discretionary separate accounts and other
investment accounts. Newton is an indirect wholly owned subsidiary of Mellon.
The name of each registered investment company for which Newton acts as
investment adviser or sub-investment adviser that has a similar investment
objective as the Fund and invests primarily in the securities of foreign
issuers, the amount of its net assets and the annual rate of Newton's
compensation for services to each such company is set forth on Exhibit B to this
Proxy Statement.
Colin R. Harris is Chief Executive Officer and a director of Newton.
The other director of Newton is Guy Hudson. The address of each such person is
71 Queen Victoria Street, London, EC4V 4DR, England.
BOARD CONSIDERATIONS
In reaching its decision to approve unanimously the Sub-Advisory
Agreement and to submit it to stockholders for their approval, the Board
considered the following: (1) the nature, quality and scope of the services to
be provided to the Fund by Dreyfus and Newton, and the representation that there
would be no diminution in the scope and quality of the advisory and other
services currently provided to the Fund; (2) Newton's specialized investment
management expertise in non-U.S. securities; (3) Newton's investment approach;
(4) Newton's personnel, resources and experience; (5) the Board's experience
with Newton as sub-adviser to other series of the Company; (6) that Newton and
Dreyfus are under common control by Mellon; and (7) that the approval of the
Sub-Investment Advisory Agreement will not result in any increase in advisory
fees to be paid by the Fund, as Newton will be paid by Dreyfus out of its fees
received from the Fund.
VOTE REQUIRED AND BOARD MEMBERS' RECOMMENDATION
Approval of the proposal requires the affirmative vote of (a) 67% of
the Fund's voting securities present at the meeting, if the holders of more than
50% of the Fund's outstanding voting securities are present or represented by
proxy, or (b) more than 50% of the Fund's outstanding voting securities,
whichever is less.
THE COMPANY'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS,
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF THE NEW SUB-ADVISORY
AGREEMENT BETWEEN DREYFUS AND NEWTON
ADDITIONAL INFORMATION
Dreyfus Service Corporation (the "Distributor"), a wholly owned
subsidiary of Dreyfus, located at 200 Park Avenue, New York, New York 10166,
serves as the Fund's distributor. For the fiscal year ended October 31, 2000,
the Fund paid the Distributor and Premier Mutual Fund Services, Inc., as the
Fund's distributor through March 21, 2000, in the aggregate $82,171, pursuant to
the Fund's Rule 12b-1 plan, for distributing Fund shares and advertising and
marketing related to the Fund, and $171,118, pursuant to the Fund's Shareholder
Services Plan, for shareholder account service and maintenance.
Dreyfus Transfer, Inc. (the "Transfer Agent"), a wholly owned
subsidiary of Dreyfus, is the Fund's transfer and dividend disbursing agent. For
the fiscal year ended October 31, 2000, the Fund paid the Transfer Agent
$66,535.
Information about Fund shares owned by directors and officers of the
Fund and certain other information is set forth on Exhibit C.
OTHER MATTERS
If a proxy is executed properly and returned accompanied by
instructions to withhold authority to vote, represents a broker "non-vote" (that
is, a proxy from a broker or nominee indicating that such person has not
received instructions from the beneficial owner or other person entitled to vote
Fund shares on a particular matter with respect to which the broker or nominee
does not have a discretionary power) or is marked with an abstention
(collectively, "abstentions"), the Fund shares represented thereby will be
considered to be present at the meeting for purposes of determining the
existence of a quorum for the transaction of business. Abstentions will not
constitute a vote "for" or "against" a matter and will be disregarded in
determining the "votes cast" on an issue.
In the event that a quorum is not present at the meeting, or if a
quorum is present but sufficient votes to approve the proposals are not
received, the persons named as proxies may propose one or more adjournments of
the meeting to permit further solicitation of proxies. In determining whether to
adjourn the meeting, the following factors may be considered: the nature of the
proposals, the percentage of votes actually cast, the percentage of negative
votes actually cast, the nature of any further solicitation and the information
to be provided to stockholders with respect to the reasons for the solicitation.
Any adjournment will require the affirmative vote of a majority of those shares
affected by the adjournment that are represented at the meeting in person or by
proxy. If a quorum is present, the persons named as proxies will vote those
proxies which they are entitled to vote "for" the proposals in favor of such
adjournment, and will vote those proxies required to be voted "against" the
proposals against any adjournment. A quorum is constituted by the presence in
person or by proxy of the holders of at least one-third of the Fund's
outstanding shares entitled to vote at the meeting.
The Company's Board is not aware of any other matter which may come
before the meeting. However, should any such matter properly come before the
meeting, it is the intention of the persons named in the accompanying form of
proxy to vote the proxy in accordance with their judgment on such matter.
In addition to the use of the mails, proxies may be solicited
personally, by telephone or facsimile, and the Fund may pay persons holding Fund
shares in their names or those of their nominees for their expenses in sending
soliciting materials to their principals.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
Please advise the Fund, in care of Dreyfus Transfer, Inc., P.O. Box
9671, Providence, Rhode Island 02940-9671, whether other persons are the
beneficial owners of Fund shares for which proxies are being solicited, and, if
so, the number of copies of the proxy statement and other soliciting material
you wish to receive in order to supply copies to the beneficial owners of Fund
shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO
COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated: June 8, 2001
EXHIBIT A
SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
200 Park Avenue
New York, New York 10166
October 20, 1998
Newton 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:
---------------------------
Accepted:
NEWTON CAPITAL MANAGEMENT LIMITED
By:
-----------------------------------
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: _________, 2001
EXHIBIT B
Listed below, as of April 6, 2001, is each registered investment
company for which Dreyfus or Newton acts as investment adviser or sub-investment
adviser that has a similar investment objective as the Fund and invests
primarily in the securities of foreign issuers, the amount of each such
company's net assets and the annual rate of fees payable to Dreyfus or Newton
for such services by each company.
Dreyfus
Investment Advisory Fee as a
Approximate Net Percentage of Average Daily
Name of the Fund Assets Net Assets
- ---------------- --------------- -----------------------------
Dreyfus Emerging Markets Fund 222,018,664 1.25%
Dreyfus International Growth Fund 35,840,583 0.75%
Dreyfus Premier Emerging Markets Fund 2,927,171 1.25%
Dreyfus Variable Investment Fund : 51,790,042 0.75%
International Equity Portfolio
Dreyfus Variable Investment Fund : 23,908,916 1.00%
International Value Portfolio
Dreyfus Premier Worldwide Growth Fund, Inc. 1,454,779,394 0.75%
Dreyfus Premier International Value Fund 6,973,997 1.00%
Dreyfus Global Growth Fund 47,072,376 0.75%
Dreyfus Premier European Equity Fund 5,449,046 0.90%
Dreyfus Premier Greater China Fund 5,444,190 1.25%
Dreyfus Premier Japan Fund 1,850,208 1.00%
Dreyfus Investment Portfolios: 2,395,115 1.25%
Emerging Markets Portfolio
Dreyfus Investment Portfolios: 31,121,290 1.00%
European Equity Portfolio
Dreyfus Investment Portfolios: 10,980,809 1.00%
Founders International Equity Portfolio
Dreyfus Investment Portfolios: 21,823,205 1.00%
Founders Passport Portfolio
Dreyfus Investment Portfolios: 2,189,727 1.00%
Japan Portfolio
Dreyfus International Value Fund 88,576,727 1.00%
MPAM Emerging Markets Fund 36,475,821 1.15%
MPAM International Fund 356,095,865 0.85%
Newton
Investment Advisory Fee as a
Approximate Net Percentage of Average Daily
Name of the Fund Assets Net Assets
- ----------------- ----------------------- ---------------------------------
Dreyfus Investment Portfolios: 31,121,290 $0 to $100 million - .35%
European Equity Portfolio $100 million to $1 billion - .30%
$1 billion to $1.5 billion - .26%
$1.5 billion and more - .20%
(All fees paid by Dreyfus)
Dreyfus Investment Portfolios: 2,189,727 $0 to $100 million - .35%
Japan Portfolio $100 million to $1 billion - .30%
$1 billion to $1.5 billion - .26%
$1.5 billion and more - .20%
(All fees paid by Dreyfus)
Dreyfus Premier European Equity Fund 5,449,046 $0 to $100 million - .35%
$100 million to $1 billion - .30%
$1 billion to $1.5 billion - .26%
$1.5 billion and more - .20%
(All fees paid by Dreyfus)
Dreyfus Premier Japan Fund 1,850,208 $0 to $100 million - .35%
$100 million to $1 billion - .30%
$1 billion to $1.5 billion - .26%
$1.5 billion and more - .20%
(All fees paid by Dreyfus)
Dean International Value Fund 16,000,000 0.50%
(as of 4/30/01)
EXHIBIT C
This Exhibit sets forth certain information regarding ownership of
Fund shares as of May 9, 2001.
As of May 9, 2001, none of the Fund's directors and officers owned
Fund shares.
As of May 9, 2001, the following stockholders were known by the Fund
to own of record and beneficially 5% or more of the Fund's outstanding voting
securities. Under the 1940 Act, a stockholder that beneficially owns, directly
or indirectly, more than 25% of the Fund's total outstanding shares may be
deemed a "control person" (as defined in the 1940 Act) of the Fund.
Name and Address Percent of Fund
of Stockholder Shares Outstanding
------------------------------------ ------------------
Class A
Boston Safe Deposit & Trust Company 12.1234%
As Agent-Omnibus Account
Dreyfus Retirement Services
135 Santilli Highway
Everett, MA 02149-1906
Class B
Merrill Lynch Pierce Fenner & Smith 9.9085%
For the Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East Floor 3
Jacksonville, FL 32246-6484
Class C
Merrill Lynch Pierce Fenner & Smith 19.7407%
For the Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East Floor 3
Jacksonville, FL 32246-6484
Lewco Securities Corp. 7.4651%
FBO Customers
34 Exchange Place, 4th Floor
Jersey City, NJ 07302-3885
Donaldson Lufkin Jenrette 6.0864%
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
Class R
Mac & Co. 80.5190%
P.O. Box 534005
Pittsburgh, PA 15253-4005
First Clearing Corporation 10.4531%
Jim & Deborah Godwin
Foundation
#10 Dunnam Lane
Houston, TX 77024-6543
Class T
A.G. Edwards & Sons Inc. 100.0000%
Custodian FBO E. Michael Martin
11 Oak Lane
Gulfport, MS 39503-6225
IMPORTANT
Please Act Promptly
Sign, Date and Mail your Proxy Card(s) Today.
No matter how many shares you own, your vote is important. Voting can
also help the Fund save money. To hold a meeting, a quorum must be
represented. Voting today can save the Fund the expense of another
solicitation for proxies required to achieve a quorum.
Please note that if you hold more than one account in the Fund, a proxy
card will be sent to you for each of your accounts. You should sign and
return each proxy card in order for all votes to be counted.
Thank you for your interest in the Fund.
PRELIMINARY COPY
DREYFUS INTERNATIONAL GROWTH FUND
The undersigned stockholder of DREYFUS INTERNATIONAL GROWTH FUND (the
"Fund"), a series of Drefus Premier International Funds, Inc. (the "Company"),
hereby appoints Michael A. Rosenberg and Anthony J. Galioto, and each of them,
the attorneys and proxies of the undersigned, with full power of substitution,
to vote, as indicated herein, all of the shares of the Fund standing in the name
of the undersigned at the close of business on June 1, 2001 at a Special Meeting
of Stockholders to be held at the offices of The Dreyfus Corporation, 200 Park
Avenue, 7th Floor West, New York, New York, at 3:00 p.m. on August 16, 2001, and
at any and all adjournments thereof, with all of the powers the undersigned
possesses and especially (but without limiting the general authorization and
power hereby given) to vote as indicated on the proposal, as more fully
described in the Proxy Statement for the meeting.
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
Please mark boxes in blue or black ink.
1. To approve a new Sub-Investment Advisory Agreement between The Dreyfus
Corporation and Newton Capital Management Limited.
FOR AGAINST ABSTAIN
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournments
thereof.
THIS PROXY IS SOLICITED BY THE COMPANY'S BOARD AND WILL BE VOTED FOR
THE ABOVE PROPOSALS UNLESS OTHERWISE INDICATED.
By signing this proxy card, receipt
of the accompanying Notice of
Special Meeting of Stockholders is
hereby acknowledged.
Signature(s) should be exactly as
name or names appearing on this
proxy. If shares are held jointly,
each holder should sign. If signing
is by attorney, executor,
administrator, trustee or guardian,
please give full title.
Dated:__________________ ,2001
-------------------------
Signature(s)
-------------------------
Signature(s)
Sign, Date and Return this Proxy Card
Promptly Using the
Enclosed Envelope
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE