0000899681-15-000046 Sample Contracts

SUB-INVESTMENT ADVISORY AGREEMENT THE DREYFUS CORPORATION
Sub-Investment Advisory Agreement • January 16th, 2015 • Dreyfus Stock Funds • New York

As you are aware, Dreyfus Stock Funds (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 from

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MANAGEMENT AGREEMENT DREYFUS STOCK FUNDS
Management Agreement • January 16th, 2015 • Dreyfus Stock Funds • New York

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 DREYFUS CORPORATION
Dreyfus Stock Funds • January 16th, 2015

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 January 31, 2016, in the event of termination of the Management Agreement between Dreyfus and the Company with respect to the Fund.

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