0000899681-04-000845 Sample Contracts

MANAGEMENT AGREEMENT DREYFUS PREMIER GROWTH AND INCOME FUND, INC.
Management Agreement • December 17th, 2004 • Dreyfus Growth & Income Fund Inc /New/

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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DISTRIBUTION AGREEMENT DREYFUS PREMIER GROWTH AND INCOME FUND, INC. 200 Park Avenue New York, New York 10166
Distribution Agreement Dreyfus Premier • December 17th, 2004 • Dreyfus Growth & Income Fund Inc /New/

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.

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