Exhibit 5(d) SUB-INVESTMENT ADVISORY AGREEMENT THE DREYFUS CORPORATION 200 Park Avenue New York, New York 10166Sub-Investment Advisory Agreement • November 4th, 1997 • Dreyfus Disciplined Equity Income Fund
As you are aware, Dreyfus Premier Tax Managed Growth Fund (the "Fund"),a series of The Dreyfus/Laurel Funds, Inc., a Maryland corporation (the "Company"), 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 Articles of Incorporation 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 Company's Board of Directors. The Company intends to employ The Dreyfus Corporation (the "Adviser") to act as the Fund's investment adviser pursuant to a written agreement with the Company dated April 4, 1994, transferred to the Adviser on October 17, 1994 (the "Management Agreement"), a copy of which has been furnished to you. The Adviser desires to employ you to act as the Fund's sub-investment adviser.
