AMENDED SUB-INVESTMENT ADVISORY AGREEMENT
▇▇▇▇▇▇▇▇ PARTNERS, INC.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
August 24, 1994,
as amended
________ ___, 1996
The Dreyfus Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
▇▇▇▇▇▇▇▇ Partners, Inc., a Delaware corporation ("▇▇▇▇▇▇▇▇"), serves
as the investment adviser to ▇▇▇▇▇▇▇▇ Partners Strategy Fund (the "Fund"), a
series of ▇▇▇▇▇▇▇▇ Partners Funds, Inc., an open-end registered investment
company (the "Company"), pursuant to an amended investment advisory agreement
dated as of August 1, 1991 and amended as of ___________ ___, 1996 (as amended,
the "▇▇▇▇▇▇▇▇ Advisory Agreement"). ▇▇▇▇▇▇▇▇ herewith confirms its Agreement
with you ("Dreyfus") as follows:
The Company desires to employ the Fund's capital by investing and
reinvesting the same in investments of the type, and in accordance with the
limitations, specified in the Fund's Prospectus and Statement of Additional
Information contained in the Company's Registration Statement on Form N-1A from
time to time in effect, copies of which have been or will be submitted to
Dreyfus, and in such manner and to such extent as may from time to time be
approved by the Company's Board of Directors. ▇▇▇▇▇▇▇▇ intends to employ
▇▇▇▇▇▇▇ as sub-investment adviser with regard to providing investment advice to
the Fund.
1. Sub-Investment Adviser Services
Dreyfus will manage the short term cash and cash equivalent
investments of the Fund and will provide investment research, statistical
information and advice regarding the Fund's portfolio. Dreyfus will furnish to
▇▇▇▇▇▇▇▇ or the Fund such general advice regarding economic factors and trends,
including statistical and other factual information, and such statistical
information with respect to the investments which the Fund may hold or
contemplate purchasing, as ▇▇▇▇▇▇▇▇ or the Fund may reasonably request.
▇▇▇▇▇▇▇▇ and the Fund wish to be informed of important developments materially
affecting the Fund's portfolio and shall expect Dreyfus, on its own initiative,
to furnish to
▇▇▇▇▇▇▇▇ and the Fund from time to time such information as ▇▇▇▇▇▇▇ may believe
appropriate for this purpose. Dreyfus shall exercise its best judgment in
rendering these services.
▇▇▇▇▇▇▇▇ and the Company, on behalf of the Fund, understand that
▇▇▇▇▇▇▇ now acts and will continue to act as investment adviser or sub-
investment adviser to various investment companies and fiduciary or other
managed accounts, and ▇▇▇▇▇▇▇▇ and the Company have no objection to ▇▇▇▇▇▇▇' so
acting. In addition, it is understood that the persons employed by ▇▇▇▇▇▇▇ to
assist in the performance of its duties hereunder will not devote their full
time to such service and nothing herein contained shall be deemed to limit or
restrict the right of ▇▇▇▇▇▇▇ or any affiliate of Dreyfus to engage in and
devote time and attention to other businesses or to render services of whatever
kind or nature.
2. Fees and Expenses
In consideration of the sub-investment advisory services rendered
pursuant to this Agreement, ▇▇▇▇▇▇▇▇ will pay Dreyfus a monthly fee at an annual
rate of .15% of the value of the Fund's average daily net assets.
Each such payment shall be made promptly after payment to ▇▇▇▇▇▇▇▇ of
its monthly fee from the Company, on behalf of the Fund, and, if ▇▇▇▇▇▇▇▇'▇ then
agreed-upon fee is not paid in full when due for any reason, then ▇▇▇▇▇▇▇▇ may
withhold from the fees payable to Dreyfus for the same period, an amount equal
to the same proportion of Dreyfus' fee that the amount withheld from ▇▇▇▇▇▇▇▇
bears to ▇▇▇▇▇▇▇▇'▇ fee, with restitution to Dreyfus if, as and when the amount
withheld from ▇▇▇▇▇▇▇▇'▇ fee is paid to ▇▇▇▇▇▇▇▇ by the Company on behalf of the
Fund.
In the event that the agreed amount or rate of the investment advisory
fee that ▇▇▇▇▇▇▇▇ is entitled to receive from the Company on behalf of the Fund
is reduced for any reason based upon the services agreed to be provided to the
Fund pursuant to the ▇▇▇▇▇▇▇▇ Advisory Agreement or as a result of the expenses
payable by the Company on behalf of the Fund exceeding any applicable
limitations imposed by state law, then the monthly fee for Dreyfus'
sub-investment advisory services described in paragraph 2 hereof, if and when
payable, shall be reduced by one-third of the percentage that ▇▇▇▇▇▇▇▇'▇
investment advisory fee from the Company on behalf of the Fund is reduced.
The fee for the period from the date of this Agreement to the end of
such month shall be pro-rated according to the proportion which such period
bears to the full monthly period, and upon any termination of this Agreement
other than at the end of any month, the fee for the month during which
termination shall occur shall be pro-rated according to the proportion which the
period thereof prior to termination bears to the full monthly
period and shall be payable within seven (7) days after the date of termination
of this Agreement.
For the purpose of determining fees payable to Dreyfus, the value of
the Fund's net assets shall be computed in the same manner as computed for the
purpose of determining ▇▇▇▇▇▇▇▇'▇ fee from the Company, on behalf of the Fund.
▇▇▇▇▇▇▇ will from time to time employ or associate with itself such
person or persons as ▇▇▇▇▇▇▇ may believe to be particularly fitted to assist it
in the performance of this Agreement. Such person or persons may be officers
and employees who are employed by both Dreyfus and the Company. The
compensation of such person or persons shall be paid by ▇▇▇▇▇▇▇ and no
obligation may be incurred on behalf of the Company in such respect.
▇▇▇▇▇▇▇ will bear all expenses in connection with the performance of
its services under this Agreement.
The Company, on behalf of the Fund, and ▇▇▇▇▇▇▇▇ shall bear such
expenses as are described in the ▇▇▇▇▇▇▇▇ Advisory Agreement.
3. Limitation of Liability
▇▇▇▇▇▇▇ shall not be liable for any error of judgment or mistake of
law or for any loss suffered by ▇▇▇▇▇▇▇▇ or the Company (including the Fund) in
connection with the matters to which this Agreement relates, except 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 this Agreement. Any person, even though also an
officer, director, employee or agent of ▇▇▇▇▇▇▇ who may be or become an officer,
director, employee or agent of the Company (including the Fund) shall be deemed,
when rendering services to the Company (including the Fund) or acting on any
business of the Company (including the Fund), to be rendering such services to
or acting solely for the Company (including the Fund) and not as an officer,
director, employee or agent or one under the control or direction of Dreyfus
even though paid by it.
4. Term
This Agreement shall continue until September 30, 1994 and thereafter
shall continue automatically for successive annual periods ending on September
30 of each year, provided such continuance is specifically approved at least
annually by (i) the Company's Board of Directors or (ii) by a vote of a majority
(as defined in the Investment Company Act of 1940) of the Fund's outstanding
voting securities, provided that in either such event the continuance is also
approved by a majority of the noninterested Directors of the Company (as defined
in said Act) by
vote cast in person at a meeting called for the purpose of voting on such
approval. This Agreement is terminable without penalty, on not less than 60
days' notice, by either party hereto, by the Company's Board of Directors or by
vote of holders of a majority of the Fund's shares and this Agreement will also
terminate automatically in the event of its assignment (as defined in said Act).
5. Successors and Assigns
Successors and assigns of Dreyfus and ▇▇▇▇▇▇▇▇ will be bound by this
Agreement. For this purpose, any investment adviser registered under the
Investment Advisers Act of 1940 controlled by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇
▇▇▇▇▇▇, as a group, as the term "control" is used in the Investment Company Act
of 1940, will be deemed to be a successor to ▇▇▇▇▇▇▇▇.
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,
▇▇▇▇▇▇▇▇ PARTNERS, INC.
By:_________________________
Accepted:
THE DREYFUS CORPORATION
By: _________________________
