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685983v1
MANAGEMENT AGREEMENT
DREYFUS PREMIER EQUITY FUNDS, INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
August 24, 1994
As Amended, December 11, 1995
The Dreyfus Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
The above-named investment company (the "Fund") consisting of the
series named on Schedule 1 hereto, as such Schedule may be revised from time
to time (each, a "Series"), 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 each Series' portfolio in accordance
with such Series' investment objectives and policies as stated in its Pros
pectus and the Statement of Additional Information as from time to time in
effect. In connection therewith, you will obtain and provide investment
research and will supervise each Series' investments and conduct a
continuous program of investment, evaluation and, if appropriate, sale and
reinvestment of such Series' assets. You will furnish to the Fund such
statistical information, with respect to the investments which a Series may
hold or contemplate purchasing, as the Fund may reasonably request. The
Fund wishes to be informed of important developments materially affecting
any Series' 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;
carry such fidelity and other insurance as may be deemed appropriate and
desirable; prepare reports to each Series' stockholders, tax returns,
reports to and filings with the Securities and Exchange Commission and state
Blue Sky authorities; calculate the net asset value of each Series' 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.
Notwithstanding the above statements, the expenses to be borne by
the Fund include, without limitation, the following: taxes, interest,
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 registrars and
custodians, transfer and dividend disbursing agents' fees, outside auditing
and legal expenses, costs of maintaining the Fund's existence, costs
attributable to investor services, 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. The
Fund also will pay the salaries of such of its principal executive officers
as are not also full-time salaried officers or employees of yours.
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 one or more
Series, provided that nothing herein shall be deemed to protect or purport
to protect you against any liability to the Fund or a Series 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
rate set forth opposite each Series' name on Schedule 1 hereto. Net asset
value shall be computed on such days and at such time or times as described
in the relevant Series' then-current Prospectus and the Statement of
Additional Information. The fee for the period from the date of the
commencement of the public sale of a Series' shares to the end of the month
during which such sale shall have been commenced 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
each Series' net assets shall be computed in the manner specified in the
Fund's charter documents for the computation of the value of each Series'
net assets.
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, with respect to
Class A of Dreyfus Premier Capital Growth Fund, 1-1/2% of the average value
of such Series' net assets attributable to such Class A shares or, with
respect to each other Class of Dreyfus Premier Capital Growth Fund and with
respect to each other Series, the expense limitation of any state having
jurisdiction over the Series, the Fund may deduct from the fees to be paid
hereunder, or you will bear, such excess expense. 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 one or more Series or the size of the position
obtainable for or disposed of by one or more Series.
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.
As to each Series, this Agreement shall continue until the date
set forth opposite such Series' name on Schedule 1 hereto (the "Reapproval
Date") and thereafter shall continue automatically for successive annual
periods ending on the day of each year set forth opposite the Series' name
on Schedule 1 hereto (the "Reapproval Day"), 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 such
Series' 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. As to each Series, this Agreement is terminable
without penalty, on 60 days' notice, by the Fund's Board or by vote of
holders of a majority of such Series' shares or, upon not less than 90 days'
notice, by you. This Agreement also will terminate automatically, as to the
relevant Series, in the event of its assignment (as defined in said Act).
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 EQUITY FUNDS, INC.
By:___________________________
Accepted:
THE DREYFUS CORPORATION
By:_______________________________
SCHEDULE 1
Annual Fee as
a Percentage
of Average
Daily Net
Name of Series Assets Reapproval Date Reapproval Day
Dreyfus Premier Aggressive
Growth Fund .75% June 30, 1996 June 30th
Dreyfus Premier Emerging
Markets Fund 1.25% June 30, 1997 June 30th
Dreyfus Premier Growth and
Income Fund .75% June 30, 1997 June 30th
Dreyfus Premier Market
Neutral Fund 1.50% June 30, 1999 June 30th
Revised: June 8, 1998
