Dreyfus Premier Manager Funds Sample Contracts

BY-LAWS OF DREYFUS MANAGER FUNDS I
Dreyfus Manager Funds I • July 28th, 2011
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SUB-INVESTMENT ADVISORY AGREEMENT THE DREYFUS CORPORATION
Sub-Investment Advisory Agreement • July 11th, 2013 • Dreyfus Manager Funds I • New York

As you are aware, Dreyfus Manager Funds I (the "Fund") desires to employ the capital of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a "Series"), by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the relevant 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 employs The Dreyfus Corporation (the "Adviser") to act as the Series' investment adviser pursuant to a written agreement (the "Management Agreement"), a copy of which has been furnished to you. The Adviser is authorized to and desires to retain you, and you hereby agree to accept such retention, to act as the Series' sub-investment adviser with respect to that portion of the Series' assets which may be assigned to you

CUSTODY AGREEMENT by and between THE FUNDS LISTED ON SCHEDULE 1 HERETO and THE BANK OF NEW YORK MELLON
Custody Agreement • July 28th, 2011 • Dreyfus Manager Funds I • New York

CUSTODY AGREEMENT, dated as of January 1, 2011 (“Agreement”) between each investment company identified on Schedule 1 hereto, as such Schedule may be amended from time to time (each such investment company and each investment company made subject to this Agreement in accordance with Section 10.12 below, the “Fund”) and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).

BANK SELLING AGREEMENT
Bank Selling Agreement • February 26th, 2016 • Dreyfus Manager Funds I • New York

MBSC Securities Corporation (“we or “us”) is the principal underwriter and exclusive agent for the continuous distribution of the shares of beneficial interest or common stock of open-end registered investment companies managed, advised or administered by The Dreyfus Corporation (“Dreyfus”) or its subsidiaries or affiliates (each, a “Fund” and collectively, the “Funds”) pursuant to the terms of a Distribution Agreement between us and the Funds. You, the firm specified on the signature page hereto (“you”), are a “bank” (as such term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). We agree to allow you to make shares of the Funds available to your customers in accordance with the terms and conditions set forth in this Agreement. Unless the context otherwise requires, as used herein the term “Prospectus” shall mean the full, statutory prospectus (the “Statutory Prospectus”) and related statement of additional information (the “SAI”)

TRANSFER AGENCY AGREEMENT by and between EACH INVESTMENT COMPANY LISTED ON SCHEDULE B HERETO and DREYFUS TRANSFER, INC.
Transfer Agency Agreement • July 27th, 2012 • Dreyfus Manager Funds I

This Transfer Agency Agreement ("Agreement") is made as of May 29, 2012 by and between Dreyfus Transfer, Inc., a Maryland corporation ("DTI"), and each Investment Company listed on Schedule B. Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms). The term "Fund" as used in this Agreement means, as applicable, (i) each Investment Company listed on Schedule B which is not further divided into one or more Portfolios, and (ii) each Portfolio listed on Schedule B of those Investment Companies which are further divided into Portfolios; in each case each Fund shall be considered in its individual and separate capacity. For clarification: All Schedules and Exhibits to this Agreement and the Fee Agreement and the Service Level Agreement (each as defined below) constitute a part of this Agreement without the need to specifically in

AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • February 28th, 2014 • Dreyfus Manager Funds I • New York

This Amendment to the Custody Agreement (defined below) is made as of October 1, 2013 by and between each investment company identified on Schedule 1 hereto, as such Schedule may be amended from time to time (each such investment company and each investment company made subject to the Custody Agreement in accordance with Section 10.12 thereof, the "Fund"), and The Bank of New York Mellon (the "Custodian"). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Custody Agreement.

TITLE] [COMPANY] [ADDRESS] RE: 2006 Supplemental Agreement Dear __________:
Dreyfus Premier Manager Funds I • July 27th, 2007

This 2006 Supplemental Agreement is entered into as of October 1, 2006 by and between Dreyfus Service Corporation (“Dreyfus”) and the above indicated party (the “Intermediary”).

BANK AFFILIATED BROKER-DEALER AGREEMENT
Dealer Agreement • July 27th, 2007 • Dreyfus Premier Manager Funds I • New York

We are a broker-dealer registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We desire to make available to our customers shares of beneficial interest or common stock of open-end registered investment companies managed, advised or administered by The Dreyfus Corporation or its subsidiaries or affiliates (hereinafter referred to individually as a "Fund" and collectively as the "Funds"). You are the principal underwriter (as such term is defined in the Investment Company Act of 1940, as amended) of the offering of shares of the Funds and the exclusive agent for the continuous distribution of such shares pursuant to the terms of a Distribution Agreement between you and each Fund. Unless the context otherwise requires, as used herein the term "Prospectus" shall mean the prospectus and related statement of additional information (the "Statement of Additional Information") incorporated therein by reference (as amen

AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • July 11th, 2013 • Dreyfus Manager Funds I
MANAGEMENT AGREEMENT DREYFUS PREMIER MANAGER FUNDS I 200 Park Avenue New York, New York 10166
Management Agreement • October 25th, 2006 • Dreyfus Premier Manager Funds I

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:

DISTRIBUTION AGREEMENT DREYFUS PREMIER MANAGER FUNDS I 200 Park Avenue New York, New York 10166
Distribution Agreement • October 25th, 2006 • Dreyfus Premier Manager Funds I

This is to confirm that, in consideration of the agreements hereinafter contained, the above-named investment company (the "Fund") has agreed that you shall be, for the period of this agreement, the distributor of (a) shares of each series of the Fund set forth on Exhibit A hereto, as such Exhibit may be revised from time to time (each a "Series") or (b) if no Series are set forth on such Exhibit, shares of the Fund. For purposes of this agreement the term "Shares" shall mean the authorized shares of the relevant Series, if any, and otherwise shall mean the Fund's authorized shares.

MUTUAL FUND CUSTODY AND SERVICES AGREEMENT
And Services Agreement • November 18th, 2003 • Dreyfus Premier Manager Funds • Pennsylvania
FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • November 18th, 2003 • Dreyfus Premier Manager Funds • New York

WHEREAS, the Fund desires to appoint BNY as a Foreign Custody Manager with respect to each series of the Fund set forth on Appendix A hereto, as such Appendix may be revised from time to time (each, a "Series"), on the terms and conditions contained herein;

December 17, 2008
Dreyfus Manager Funds I • January 14th, 2009
MANAGEMENT AGREEMENT
Management Agreement • July 27th, 2007 • Dreyfus Premier Manager Funds I
MANAGEMENT AGREEMENT DREYFUS MANAGER FUNDS I
Management Agreement • July 11th, 2013 • Dreyfus Manager Funds I

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:

SUB-INVESTMENT ADVISORY AGREEMENT THE DREYFUS CORPORATION 200 Park Avenue New York, New York 10166
Sub-Investment Advisory Agreement • October 25th, 2006 • Dreyfus Premier Manager Funds I • New York

As you are aware, Dreyfus Premier Manager Funds I (the “Fund”) desires to employ the capital of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a “Series”), by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the Fund’s charter documents and in the 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 employs The Dreyfus Corporation (the “Adviser”) to act as its investment adviser pursuant to a written agreement (the “Management Agreement”), a copy of which has been furnished to you. The Adviser desires to employ you to act as the Series’ sub-investment adviser.

DISTRIBUTION AGREEMENT DREYFUS PREMIER MANAGER FUNDS I 200 Park Avenue New York, New York 10166
Distribution Agreement • November 18th, 2003 • Dreyfus Premier Manager Funds

This is to confirm that, in consideration of the agreements hereinafter contained, the above-named investment company (the "Fund") has agreed that you shall be, for the period of this agreement, the distributor of (a) shares of each series of the Fund set forth on Exhibit A hereto, as such Exhibit may be revised from time to time (each a "Series") or (b) if no Series are set forth on such Exhibit, shares of the Fund. For purposes of this agreement the term "Shares" shall mean the authorized shares of the relevant Series, if any, and otherwise shall mean the Fund's authorized shares.

SUB-INVESTMENT ADVISORY AGREEMENT THE DREYFUS CORPORATION 200 Park Avenue New York, New York 10166
Sub-Investment Advisory Agreement • November 18th, 2003 • Dreyfus Premier Manager Funds • New York

As you are aware, Dreyfus Premier Manager Funds I (the "Fund") desires to employ the capital of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a "Series"), by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the Fund's charter documents and in the 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 employs The Dreyfus Corporation (the "Adviser") to act as its investment adviser pursuant to a written agreement (the "Management Agreement"), a copy of which has been furnished to you. The Adviser desires to employ you to act as the Series' sub-investment adviser.

Contract
Management Agreement • December 30th, 2013 • Dreyfus Manager Funds I
DREYFUS PREMIER MANAGER FUNDS I (formerly, SSL-1995-7) Amended and Restated Agreement and Declaration of Trust
Dreyfus Premier Manager Funds • November 18th, 2003 • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST, made as of the 31st day of October, 2003 by the Trustee hereunder (hereinafter with any additional and successor trustees referred to as the "Trustees") and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided, hereby amends and restates in its entirety the Agreement and Declaration of Trust dated July 24, 1995 made at Boston, Massachusetts.

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THE DREYFUS CORPORATION
Dreyfus Manager Funds I • July 11th, 2013

This Agreement may only be amended by agreement of the Company, on behalf of the Fund, upon the approval of the Board of Trustees of the Company and Dreyfus to lower the net amounts shown and may only be terminated prior to August 1, 2014 in the event of termination of the Management Agreement between Dreyfus and the Company, with respect to the Fund.

SUB-INVESTMENT ADVISORY AGREEMENT
Dreyfus Premier Manager Funds I • July 27th, 2007 • New York

As you are aware, Dreyfus Premier Manager Funds I (the "Fund") desires to employ the capital of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a "Series"), by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the Fund's charter documents and in the 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 employs The Dreyfus Corporation (the "Adviser") to act as its investment adviser pursuant to a written agreement (the "Management Agreement"), a copy of which has been furnished to you. The Adviser desires to employ you to act as the Series' sub-investment adviser.

April 30, 2004 Dreyfus Premier Manager Funds I, on behalf of Dreyfus Premier Alpha Growth Fund 200 Park Avenue New York, New York 10166 Re: Agreement and Plan of Reorganization Ladies and Gentlemen: You have requested our opinion as to certain Federal...
Dreyfus Premier Manager Funds I • May 24th, 2004

In rendering this opinion, we have examined the Agreement and Plan of Reorganization, the Registration Statement, and such other documents as we have deemed necessary or relevant for the purpose of this opinion. In issuing our opinion, we have relied upon, with your permission, statements and representations of the Company, on behalf of the Successor Fund, and of the Trust, on behalf of the Portfolio, made in the Registration Statement and to us for our use in rendering this opinion, including letters from the Company and the Trust, dated as of the date hereof, representing as to certain facts, occurrences and information. As to various questions of fact material to this opinion, where relevant facts were not independently established by us, we have relied upon statements of, and written information provided by, representatives of the Company, on behalf of the Successor Fund, and of the Trust, on behalf of the Portfolio. We also have examined such matters of law as we have deemed neces

MANAGEMENT AGREEMENT DREYFUS PREMIER MANAGER FUNDS I 200 Park Avenue New York, New York 10166
Management Agreement • November 18th, 2003 • Dreyfus Premier Manager Funds

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:

CUSTODY AGREEMENT
Custody Agreement • November 18th, 2003 • Dreyfus Premier Manager Funds • New York

Custody Agreement made as of November 17, 2003 between DREYFUS PREMIER MANAGER FUNDS I, a business trust organized and existing under the laws of the Commonwealth of Massachusetts, having its principal office and place of business at 200 Park Avenue, New York, New York 10166 (hereinafter called the "Fund"), and THE BANK OF NEW YORK, a New York corporation authorized to do a banking business, having its principal office and place of business at 15 Broad Street, New York, New York 10286 (hereinafter called the "Custodian").

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