MANAGEMENT AGREEMENT
PEOPLES INDEX FUND, INC.
(d/b/a Dreyfus S&P 500 Index Fund)
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
November 13, 1995
Amended, November 6, 1996
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 manager.
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. We have discussed and concur in your employing
on this basis Mellon Equity Associates to act as the Fund's index manager
(the "Index Manager") to provide day-to-day management of the Fund's
investments.
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 objective and policies as stated in its Pros-
pectus and Statement of Additional Information as from time to time in
effect. In connection therewith, you will supervise the continuous program
of investment, evaluation and, if appropriate, sale and reinvestment of the
Fund's assets conducted by the Index Manager. You and the Index Manager 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 neither you nor the Index Manager shall 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 or the Index Manager 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, or to which the Index
Manager would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties under its Index
Management Agreement with you or by reason of its reckless disregard of its
obligations and duties under said Agreement.
In consideration of services rendered pursuant to this Agree-
ment, 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. The fee for the period from the date hereof to the
end of the month hereof 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 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 and will pay all fees of the Index
Manager in connection with its duties in respect of the Fund. You will also
pay for, or otherwise arrange for the payment of, the custody services to be
provided to the Fund by Boston Safe Deposit and Trust Company. All other
expenses to be incurred in the operation of the Fund (other than those borne
by the Index Manager) 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 any of your affiliates, Securities
and Exchange Commission fees and state Blue Sky qualification fees, advisory
fees, 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 and the Index Manager now act, and
that from time to time hereafter you or the Index Manager 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 and the
Index Manager's 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 such companies or accounts which have available funds for
investment, the available securities will be allocated in a manner believed
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.
Neither you nor the Index Manager shall 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 and, in the case of
the Index Manager, 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 its Index
Management 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, 1997, 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, as amended) 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 Agree-
ment, 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 Agree-
ment 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.
The Fund is agreeing to the provisions of this Agreement that
limit the Index Manager's liability and other provisions relating to the
Index Manager so as to induce the Index Manager to enter into its Index
Management Agreement with you and to perform its obligations thereunder.
The Index Manager is expressly made a third party beneficiary of this
Agreement with rights as respects the Fund to the same extent as if it had
been a party hereto.
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 INDEX FUND, INC.
By:___________________________
Accepted:
THE DREYFUS CORPORATION
By:_______________________________
