0000899681-97-000257 Sample Contracts

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EXHIBIT No.(5) MANAGEMENT AGREEMENT PEOPLES S&P MIDCAP INDEX FUND, INC. (d/b/a Dreyfus MidCap Index Fund) 200 Park Avenue New York, New York 10166
Management Agreement • June 12th, 1997 • Dreyfus Midcap Index Fund

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.

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