Exhibit No. 24(b)(5)
MANAGEMENT AGREEMENT
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
May 21, 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 Inform ation 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 advi ser.
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 inf ormed 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 se rvices, 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 ent ers
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 .10 of 1% of the value of the Fund's average daily net
assets less the accrued 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") and fees and expenses of independent
counsel to the Fund and to the Non-Inter ested Board Members. 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 of the commencement of th e public sale of
the Fund's 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 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, ta xes, brokerage fees and commissions, if any, fees
pursuant to any distribution or shareholder services plan adopted by the Fund,
fees and expenses of the Non-Interested Board Members, fees and expenses of
independent counsel to the Fund and to the No n-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 b e 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 you r 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 o r 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 b ecome 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, directo r, partner,
employee or agent or one under your control or direction even though paid by
you.
This Agreement shall continue until May 21, 1999, and
thereafter shall continue automatically for successive annual periods ending on
May 21st of each year, provided such continuance is specifically approved at
least annually by (i) t he 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 Member s, 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 les s 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 oth er 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 INSTITUTIONAL PREFERRED MONEY MARKET FUND
By:/s/ Xxxxxxxxx X. Xxxxxx
___________________________
Vice President
Accepted:
THE DREYFUS CORPORATION
By:/s/ Xxxxxxx X. Xxxxxx
____________________________
Vice Chairman
