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
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 Prospectus 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
Agreement, the Fund will pay you on the first business day of
each month a fee at the annual rate of .395 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 Agree-
ment 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 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.
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 S&P MIDCAP INDEX
FUND, INC.
By:___________________________
Accepted:
THE DREYFUS CORPORATION
By:_______________________________
