MANAGEMENT AGREEMENT
DREYFUS PREMIER OPPORTUNITY FUNDS
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
April 17, 2000
As Amended, October 3, 2000
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 each Series' 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. We have
discussed and concur in your employing on this basis for as long as you deem it
appropriate the indicated sub-advisers (the "Sub-Investment Advisers") named on
Schedule 1 hereto to act as the Fund's sub-investment advisers with respect to
the two Series indicated on Schedule 1 hereto (the "Sub-Advised Series") to
provide day-to-day management of the Sub-Advised Series' investments.
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 the Series' 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 each Series' investments and conduct, or with respect to the two
Sub-Advised Series, supervise, 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; 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.
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 Sub-Investment Advisers shall 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 or the Sub-Investment Advisers 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, or to which the
Sub-Investment Advisers would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of their duties
under their respective Sub-Investment Advisory Agreements 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 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 each Series'
then-current Prospectus and 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.
You will bear all expenses in connection with the performance of your
services under this Agreement and will pay all fees of the Sub-Investment
Advisers in connection with its duties in respect of the Fund. All other
expenses to be incurred in the operation of the Fund (other than those borne by
the Sub-Investment Advisers) 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: 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 or
those of the Sub-Investment Advisers or any affiliate of you or the
Sub-Investment Advisers, 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.
As to each Series, if in any fiscal year the aggregate expenses of
such Series (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 Series, 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 Sub-Investment Advisers now act,
and that from time to time hereafter you or the Sub-Investment Advisers 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
Sub-Investment Advisers' 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.
Neither you nor the Sub-Investment Advisers 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, in your
case, 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 Sub-Investment Advisers, for a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of
their duties or from reckless disregard by the Sub-Investment Advisers of their
obligations and duties under the Sub-Investment Advisory Agreements with you.
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).
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 Sub-Investment Advisers' liability and other provisions relating to the
Sub-Investment Advisers so as to induce the Sub-Investment Advisers to enter
into its Sub-Investment Advisory Agreements with you and to perform its
obligations thereunder. The Sub-Investment Advisers are expressly made a third
party beneficiary of this Agreement with rights as respects the two Sub-Advised
Series to the same extent as if it had been a party hereto.
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 OPPORTUNITY FUNDS
By: /s/Xxxxxx X. Xxxxxx
------------------------
Xxxxxx X. Xxxxxx
Accepted:
THE DREYFUS CORPORATION
By: /s/Xxxxxx Xxxxxx
----------------
Xxxxxx Xxxxxx
SCHEDULE 1
Annual Fee
as a Percentage
of Average Daily
Name of Series Net Assets Reapproval Date
Reapproval Day
-------------- ---------------------- -------------------
-------------------
Dreyfus Premier NexTech
Fund * August 31, 2003
August 31st
Dreyfus Premier Enterprise
Fund 1 * August 31, 2003
August 31st
Dreyfus Premier Health
Care Fund 0.90% August 31, 2003
August 31st
Dreyfus Small Cap
Opportunity Fund 0.90% August 31, 2003
August 31st
Dreyfus Financial Services
Fund 0.80% August 31, 2003
August 31st
Revised: January 23, 2003
--------------------
1 The Dreyfus Corporation has engaged Founders Asset Management LLC to act as
sub-investment adviser to this Series.
* See Schedule 2 hereto.
SCHEDULE 2
DREYFUS PREMIER NEXTECH FUND
The basic management fee shall be 1.50% of the Series' average daily net assets
(the "Basic Fee"). After the Series' first twelve months of operations, the
Basic Fee shall be adjusted depending on the extent to which the investment
performance of the Class of Series shares (the "Measuring Class") expected to
bear the highest total fund operating expenses, after expenses, exceeded or was
exceeded by the percentage change in the investment record of the NASDAQ
Composite Index (the "NASDAQ"), as delineated in the following table:
Percentage Point Difference* Between
Performance of Measuring Class Adjustment to 1.50% Annual Fee Rate
Shares** and NASDAQ*** Basic Fee as Adjusted
------------------------------------- ------------------ -------------
+8 +1.00% 2.50%
+7 +.875% 2.375%
+6 +.75% 2.25%
+5 +.625% 2.125%
+4 +.50% 2.00%
+3 +.375% 1.875%
+2 +.25% 1.75%
+1 +.125% 1.625%
0 0 1.50%
-1 -.125% 1.375%
-2 -.25% 1.25%
-3 -.375% 1.125%
-4 -.50% 1.00%
-5 -.625% .875%
-6 -.75% .75%
-7 -.875% .625%
-8 -1.00% .50%
--------------------
* Fractions of a percentage point shall be rounded to the nearer whole point
(to the higher whole point if exactly one-half).
** The Measuring Class shall be the Class of Series' shares expected to bear
the highest total fund operating expenses.
*** Measured over the performance period, which beginning twelve months after
the Series has commenced operations, shall be the period from July 1, 2000
to the most recent month-end until June 30, 2003, at which time the
performance period shall become a rolling 36-month period ending with the
most recent calendar month. During the first twelve months of operation,
the Series shall pay The Dreyfus Corporation the Basic Fee of 1.50% of the
Series' average daily net assets with no performance adjustment.
For the first twelve-month period after the Series commences operations, the
Series shall pay The Dreyfus Corporation the Basic Fee, with no performance
adjustment. For each month thereafter, the fee shall equal 1.50% annualized if
the performance of the Measuring Class shares equals the performance of the
NASDAQ. A maximum increase to 2.50%, annualized, would be payable if the
investment performance of the Measuring Class shares exceeds the performance of
the NASDAQ by eight or more percentage points for the performance period and a
minimum fee of 0.50%, annualized, would be payable if the performance of the
NASDAQ exceeds the performance of the Measuring Class shares by eight or more
percentage points for this period.
The performance period shall be from July 1, 2000 through the then-current
calendar month. After the Series has had 36 full calendar months of operations,
the performance period shall become a rolling 36 month period. The Basic Fee
shall be increased (or decreased) at the monthly rate of 1/12th of 0.125%
depending on the extent, if any, by which the investment performance of the
Measuring Class shares exceeds by (or is exceeded by) at least one percentage
point (rounded to the higher whole point if exactly one-half) the performance of
the NASDAQ for the performance period. The maximum increase or decrease in the
Basic Fee for any month shall not exceed 1/12th of 1.00%.
Therefore, starting in July 2001, the maximum monthly fee shall be 2.50%,
annualized, which shall be payable if the investment performance of the
Measuring Class shares exceeds the performance of the NASDAQ by eight or more
percentage points for the performance period. Starting in July 2001, the minimum
monthly fee shall be 0.50%, annualized, and shall be payable if the performance
of the NASDAQ exceeds the investment performance of the Measuring Class shares
by eight or more percentage points for the performance period.
SCHEDULE 2 (cont.)
DREYFUS PREMIER ENTERPRISE FUND
The basic management fee shall be 1.25% of the Series' average daily net assets
(the "Basic Fee"). After the Series' first twelve months of operations, the
Basic Fee shall be adjusted depending on the extent to which the investment
performance of the Class of Series shares (the "Measuring Class") expected to
bear the highest total fund operating expenses, after expenses, exceeded or was
exceeded by the percentage change in the investment record of the Xxxxxxx 2000
Growth Index (the "Xxxxxxx 2000 Growth"), as delineated in the following table:
Percentage Point Difference*
Between Performance of
Measuring Class Shares** and Adjustment to 1.25% Annual Fee Rate
Xxxxxxx 2000 Growth*** Basic Fee as Adjusted
---------------------------- -------------------- ---------------
+8 +.80% 2.05%
+7 +.70% 1.95%
+6 +.60% 1.85%
+5 +.50% 1.75%
+4 +.40% 1.65%
+3 +.30% 1.55%
+2 +.20% 1.45%
+1 +.10% 1.35%
0 0 1.25%
-1 -.10% 1.15%
-2 -.20% 1.05%
-3 -.30% .95%
-4 -.40% .85%
-5 -.50% .75%
-6 -.60% .65%
-7 -.70% .55%
-8 -.80% .45%
--------------------------------------------------------------------------------
--------------------
* Fractions of a percentage point shall be rounded to the nearer whole point
(to the higher whole point if exactly one-half).
** The Measuring Class shall be the Class of Series' shares expected to bear
the highest total fund operating expenses.
*** Measured over the performance period, which beginning twelve months after
the Series has commenced operations, shall be the period from December 1,
2000 to the most recent month-end until November 30, 2003, at which time
the performance period shall become a rolling 36-month period ending with
the most recent calendar month. During the first twelve months of
operation, the Series shall pay The Dreyfus Corporation the Basic Fee of
1.25% of the Series' average daily net assets with no performance
adjustment.
For the first twelve-month period after the Series commences operations, the
Series shall pay The Dreyfus Corporation the Basic Fee, with no performance
adjustment. For each month thereafter, the fee shall equal 1.25% annualized if
the performance of the Measuring Class shares equals the performance of the
Xxxxxxx 2000 Growth. A maximum increase to 2.05%, annualized, would be payable
if the investment performance of the Measuring Class shares exceeds the
performance of the Xxxxxxx 2000 Growth by eight or more percentage points for
the performance period and a minimum fee of 0.45%, annualized, would be payable
if the performance of the Xxxxxxx 2000 Growth exceeds the performance of the
Measuring Class shares by eight or more percentage points for this period.
The performance period shall be from December 1, 2000 through the then-current
calendar month. After the Series has had 36 full calendar months of operations,
the performance period shall become a rolling 36-month period. The Basic Fee
shall be increased (or decreased) at the monthly rate of 1/12th of 0.10%
depending on the extent, if any, by which the investment performance of the
Measuring Class shares exceeds by (or is exceeded by) at least one percentage
point (rounded to the higher whole point if exactly one-half) the performance of
the Xxxxxxx 2000 Growth for the performance period. The maximum increase or
decrease in the Basic Fee for any month shall not exceed 1/12th of 0.80%.
Therefore, starting in December 2001, the maximum monthly fee shall be 2.05%,
annualized, which shall be payable if the investment performance of the
Measuring Class shares exceeds the performance of the Xxxxxxx 2000 Growth by
eight or more percentage points for the performance period. Starting in December
2001, the minimum monthly fee shall be 0.45%, annualized, and shall be payable
if the performance of the Xxxxxxx 2000 Growth exceeds the investment performance
of the Measuring Class shares by eight or more percentage points for the
performance period.
