494337
MANAGEMENT AGREEMENT
DREYFUS PREMIER INSURED MUNICIPAL BOND FUND
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
August 24, 1994
As Revised, March 31, 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 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 .55 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. All other expenses to be incurred in the
operation of the Fund 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 your officers, directors or employees or holders of 5% or more of your
outstanding voting securities, 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.
If in any fiscal year the aggregate expenses of the Fund (including
fees pursuant to this Agreement, but excluding interest, taxes, brokerage
and, with the prior written consent of the necessary state securities
commissions, extraordinary expenses) exceed the expense limitation of any
state having jurisdiction over the Fund, the Fund may deduct from the fees to
be paid hereunder, or you will bear, such excess expense to the extent
required by state law. Your obligation pursuant hereto will be limited to
the amount of your fees hereunder. Such deduction or payment, if any, will
be estimated daily, and reconciled and effected or paid, as the case may be,
on a monthly basis.
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 January 31, 1998, and
thereafter shall continue automatically for successive annual periods ending
on January 31st 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 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. 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.
This Agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund in his capacity as an officer of the Fund.
The obligations of this Agreement shall only be binding upon the assets and
property of the Fund and shall not be binding upon any Board member, officer
or shareholder of the Fund individually.
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,
DREYFUS PREMIER INSURED MUNICIPAL
BOND FUND
By:________________________________
Accepted:
THE DREYFUS CORPORATION
By:____________________________
