EXHIBIT No.(5)
MANAGEMENT AGREEMENT
PEOPLES S&P MIDCAP INDEX FUND, INC.
(d/b/a Dreyfus MidCap Index Fund)
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
November 13, 1995
Amended as of June 30, 1997
The Dreyfus Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
The above-named investment company (the "Fund") herewith confirms its
agreement with you as follows:
The Fund desires to employ its capital by investing and reinvesting the
same in investments of the type and in accordance with the limitations specified
in its 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 desires to employ you to act as its
investment adviser.
In this connection 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 Fund's Board, you will
provide investment management of the Fund's portfolio in accordance with the
Fund's investment objectives and policies as stated in its Prospectus and
Statement of Additional Information as from time to time in effect. In
connection therewith, you will obtain and provide investment research and 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. You
are authorized to invest the Fund's assets in securities issued by Mellon Bank
Corporation, to the extent required or permitted by the Fund's investment
objective and policies, and to the extent permitted by the U.S. Securities and
Exchange Commission or other applicable authority. You will furnish to the Fund
such statistical information, with respect to the investments which the Fund may
hold or contemplate purchasing, as the Fund may reasonably request. The Fund
wishes to be informed of important developments materially affecting its
portfolio and shall expect you, on your own initiative, to furnish to the Fund
from time to time such information as you may believe appropriate for this
purpose.
In addition, you will supply office facilities (which may be in your 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; prepare reports to
the Fund's stockholders, tax returns, reports to and filings with the Securities
and Exchange Commission and state Blue Sky authorities; calculate the net asset
value of the Fund's shares; and generally assist in all aspects of the Fund's
operations. You shall have the right, at your expense, to engage other entities
to assist you in performing some or all of the obligations set forth in this
paragraph, provided each such entity enters into an agreement with you in form
and substance reasonably satisfactory to the Fund. You agree to be liable for
the acts or omissions of each such entity to the same extent as if you had acted
or failed to act under the circumstances.
You shall exercise your best judgment in rendering the services to be
provided to the Fund hereunder and the Fund 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 Fund, provided that
nothing herein shall be deemed to protect or purport to protect you against any
liability to the Fund or to its 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 Fund
will pay you on the first business day of each month a fee at the annual rate of
.25 of 1% of the value of the Fund's average daily net assets. 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. 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 upon the date of
termination of this Agreement.
For the purpose of determining fees payable to you, the value of the Fund's
net assets shall be computed in the manner specified in the Fund's charter
documents for the computation of the value of the Fund's net assets.
You will bear all expenses in connection with the performance of your
services under this Agreement, as well as all other expenses to be incurred in
the operation of the Fund, except the management fees payable hereunder,
interest, taxes, brokerage fees and commissions, if any, fees pursuant to any
distribution or shareholder services plan adopted by the Fund, fees and expenses
of the Board members who are not "interested persons" (as defined in the
Investment Company Act of 1940) of the Fund (the "Non-Interested Board
Members"), fees and expenses of independent counsel to the Fund and to the
Non-Interested Board Members, and any extraordinary expenses.
The Fund understands that you now act, and that from time to time hereafter
you may act, as investment adviser to one or more other investment companies and
fiduciary or other managed accounts, and the Fund 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 the Fund or the size of the
position obtainable for or disposed of by the Fund.
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
service 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 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 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.
This Agreement shall continue until May 14, 1998, and thereafter shall
continue automatically for successive annual periods ending on May 14th of each
year, 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) of the Fund's outstanding voting securities, provided that
in either event its continuance also is approved by a majority of the
Non-Interested Board Members, by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable without
penalty, on 60 days' notice, by the Fund's Board or by vote of holders of a
majority of the Fund's shares or, upon not less than 90 days' notice, by you.
This Agreement also will terminate automatically in the event of its assignment
(as defined in said Act).
The Fund recognizes that from time to time your directors, officers and
employees may serve as directors, trustees, partners, officers and employees of
other corporations, business trusts, partnerships or other entities (including
other investment companies) and that such other entities may include the name
"Dreyfus" as part of their name, and that your corporation or its affiliates may
enter into investment advisory or other agreements with such other entities. If
you cease to act as the Fund's investment adviser, the Fund agrees that, at your
request, the Fund will take all necessary action to change the name of the Fund
to a name not including "Dreyfus" in any form or combination of words.
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,
PEOPLES S&P MIDCAP INDEX FUND, INC.
By:___________________________
Accepted:
THE DREYFUS CORPORATION
By:____________________________
