Dreyfus Investment Grade Funds, Inc.

Dreyfus LifeTime Portfolios, Inc. — Growth and Income Portfolio

Dreyfus Premier Short-Intermediate Municipal Bond Fund

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SCHEDULE 1 Part 2

PERTAINING TO SHARE OWNERSHIP

     Set forth below for each Fund is information as toreinvesting the number of sharessame in investments of the Fund outstandingtype and those stockholders known byin accordance with the Fund, if any, to own beneficially 5% or more of the Fund’s outstanding voting securities (including series thereof) as of August 10, 2009.

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EXHIBIT A PART I

     Part I sets forth information regarding the current Board members and Nominees and independent registered public accounting firm fees for the Funds as indicated.

CURRENT BOARD MEMBERS OF THE FUNDS

     The following table presents information about the current Board members of Funds as indicated, including their principal occupations and other board memberships and affiliations. Each Fund’s current Board members will continue to serve as Board members of the Fund after the Meeting.

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PERTAINING TO THE BOARD OF EACH FUND

     The table below indicates the dollar range of each current Board member and Nominee’s ownership of shares of each Fund (including series thereof) and the aggregate dollar range of shares of other fundslimitations specified in the Dreyfus FamilyFund's Prospectus and Statement of Funds for which he or she is a Board member, in each caseAdditional Information as of December 31, 2008.

     As of August 10, 2009, none of the current Board members or Nominees or their immediate family members owned securities of Dreyfus or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with Dreyfus.

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PERTAINING TO THE BOARD OF EACH FUND

     The number of Board meetings and, where applicable, committee meetings, held by each Fund during the Fund’s last fiscal year are as follows:

     During each Fund’s last fiscal year, each current Board member attended at least 75% of the aggregate of all of the meetings of the Board of each Fund (held during the period he or she was a Board member) and 75% of the meetings held by a committee of the Board of each Fund on which he or she served (during the period that he or she served).

COMPENSATION TABLE

     Each Fund currently pays its Board members its allocated portion of an annual retainer of $80,000 and a fee of $10,000 per in-person meeting ($1,000 per telephone meeting) attended for the Fund and the 14 other funds in the Dreyfus Family of Funds (comprised of 27 portfolios) (with a minimum of $5,000 per in-person meeting if the meeting is for fewer than all of the Funds), and reimburses them for their expenses. The Chairman of the Board receives an additional 25% of such compensation. Emeritus Board members are entitled to receive an annual retainer of one-half the amount paid as a retainer at the time the Board member became Emeritus and a per meeting attended fee of one-half the amount paid to Board members.

     The aggregate amount of compensation paid to each current Board member by each Fund for the Fund’s last fiscal year, and by all funds in the Dreyfus Family of Funds for which such person was a Board member (the number of portfolios of such funds is set forth in parenthesis next to each Board member’s total compensation) for the year ended December 31, 2008, were as follows:

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PERTAINING TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     Set forth below for each Fund’s last two fiscal years are the amounts Ernst & Young, the independent registered public accounting firm for the Funds, billed for (i) services rendered in connection with the annual audit of the Fund’s financial statements (“Audit Fees”); (ii) assurance and services rendered that are reasonably related to the performance of the audit or review of the Fund’s financial statements (“Audit-Related Fees”); (iii) professional services rendered for tax compliance, tax planning and tax advice, including primarily the review of each Fund’s tax returns (“Tax Fees”); (iv) other products and services provided (“All Other Fees”); and (v) non-audit services provided to affiliates of Dreyfus (“Aggregate Non-Audit Fees”).

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Audit Committee Pre-Approval Policies and Procedures.Each Fund’s Audit Committee has established policies and procedures (the “Policy”) for pre-approval (within specified fee limits) of the independent registered public accounting firm’s engagements for non-audit services to the Fund and Service Affiliates without specific case-by-case consideration. Pre-approval considerations include whether the proposed services are compatible with maintaining the independent registered public accounting firm’s independence. The Policy and services covered therein are considered annually. In addition, proposed services requiring pre-approval but not covered by the Policy are considered 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 necessary.

Independent Registered Public Accounting Firm’s Independence. Each Fund’s Audit Committee has considered whether the provision of non-audit services that were renderedfrom time to Service Affiliates which did not require pre-approval are compatible with maintaining the independent registered public accounting firm’s independence.

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PART II

Part II sets forth information relevant to the officers of each Fund.

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The address of each officer of the Funds is 200 Park Avenue, New York, New York 10166.

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PART III

     Part III sets forth information regarding the beneficial ownership of Fund shares by Nominees, current Board members and officers of the Fund. As of August 10, 2009, each Fund’s current Board members and officers, as a group, owned less than 1% of the Fund’s outstanding shares.

     As of August 10, 2009, the following Nominees, current Board members and officers owned shares in the Funds as indicated below:

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EXHIBIT B

FORM OF AUDIT COMMITTEE CHARTER

     The Audit Committee shall consist of at least three members appointedtime may be approved by the Fund’s Board of Directors/TrusteesFund's Board.  The Fund employs The Dreyfus Corporation (the “Board”"Adviser"). The Board may replace members of the Audit Committee for any reason.

     No member of the Audit Committee shall be an “interested person” of the Fund, to act as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor shall any member receive any compensation from the Fund except compensation for service as a member of the Board or a committee of the Board. Each member must otherwise be “independent” under the rules of the New York Stock Exchange (the “NYSE”), the American Stock Exchange (the “AMEX”) and the rules adopted under Section 301 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), as applicable.

     Each member of the Audit Committee must be able to read and understand financial statements (including the Fund’s balance sheet, income statement and cash flow statement) and otherwise be financially literate, as determined by the Board in its business judgment, or must become financially literate within a reasonable time after appointment to the Audit Committee. At least one member of the Audit Committee must have accounting or related financial management expertise, as determined by the Board in its business judgment. The Board also must annually determine whether any member of the Audit Committee is an “audit committee financial expert” (“ACFE”), within the meaning of the rules adopted and implemented under Section 407 of Sarbanes-Oxley. If the Board has determined that a member of the Audit Committee is an ACFE, it may presume that such member has accounting or related fi nancial management expertise.

The purposes of the Audit Committee are to:

     The function of the Audit Committee is oversight; it is Fund management’s responsibility to maintain appropriate systems for accounting and internal control over financial reporting and the independent auditors’ responsibility to plan and carry out a proper audit. Specifically, the Fund’s management is responsible for (a) preparation, presentation and integrity of the Fund’s financial statements, (b) maintenance of appropriate accounting and financial reporting principles and policies and (c) maintenance of internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for planning and carrying out an audit consistent with applicable legal and professional standards and the terms of their engagement letter.

     Although the Audit Committee is expected to take a detached and questioning approach to the matters that come before it, the review of the Fund’s financial statements by the Committee is not an audit, nor does the Committee’s review substitute for the responsibilities of the Fund’s management for preparing, or the independent auditors for auditing, the financial statements. In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not employees of the Fund and are not, and do not represent themselves to be, accountants or auditors by profession. As

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such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures.

     Each member of the Audit Committee shall be entitled to rely on the (i) integrity of those persons and organizations within and outside the Fund from which he or she receives information and (ii) accuracy of the financial and other information provided to the Committee by such persons and organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board). In addition, the evaluation of the Fund’s financial statements by the Audit Committee is not of the same scope as, and does not involve the extent of detail as, audits performed by the independent auditors, nor does the Audit Committee’s evaluation substitute for the responsibilities of the Fund’s management for preparing, or the independent auditors for auditing the financial statements.

To carry out its purposes, the Audit Committee shall have the following duties and responsibilities:

     (a) to have direct responsibility for the appointment, compensation, retention and oversight of the Fund’s independent auditors and, in connection therewith, to review and evaluate matters potentially affecting the independence and capabilities of the auditors;

     (b) to review and pre-approve (including associated fees) all audit and other services to be provided by the independent auditors to the Fund and all non-audit services to be provided by the independent auditors to the Fund’s investment adviser or any entity controlling, controlled by or under common control with the investment adviser (an “Adviser Affiliate”) that provides ongoing servicespursuant to the Fund, if the engagement relates directlya written agreement (the "Management Agreement"), a copy of which has been furnished to the operationsyou.  The Adviser is authorized to and financial reporting of the Fund;

     (c)desires to establish,retain you, and you hereby agree to the extent permitted by law and deemed appropriate by the Audit Committee, detailed pre-approval policies and procedures for services described in (b) above;

     (d)accept such retention, to consider whether the independent auditors’ provision of any non-audit services to the Fund, the Fund’s investment adviser or an Adviser Affiliate not pre-approved by the Audit Committee are compatible with maintaining the independence of the independent auditors;

     (e) to meet with the Fund’s independent auditors, including separate meetings as necessary, to: (i) review the arrangements for and scope of the annual audit and any special audits; (ii) review with the independent auditors any problems or difficulties the auditors encountered in the course of the audit work, including any restrictions on their activities or access to requested information and any significant disagreements with Fund management; (iii) review all critical accounting policies and practices applied by the Fund in preparing its financial statements; (iv) discuss any accounting adjustments noted or proposed by the independent auditors that were “passed” as immaterial or otherwise; (v) any communications between the audit team and the independent auditing firm’s national office respecting auditing or accounting issues presented by the engagement; (vi) review any material written co mmunications between the independent auditors and the Fund, including any “management” or “internal control” letter issued, or proposed to be issued, by the independent auditors to the Fund, report or recommendation on internal controls, schedule of unadjusted differences, engagement letter and independence letter; and (vii) review the form of independent auditors’ report to the Board and Fund shareholders (for NYSE- and AMEX-listed Funds, the form of the auditors’ report must be reviewed in advance of filing with the SEC);

     (f) to review (i) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Fund’s selection or application of accounting principles, and major issues as to the adequacy of the Fund’s internal controls and any special audit steps adopted in light of material control deficiencies; (ii) analyses prepared by Fund management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements; and (iii) the effect of regulatory and accounting initiatives on the financial statements of the Fund;

     (g) to discuss: (i) the annual audited financial statements with management and the independent auditors, including management’s discussion of Fund performance (NYSE- and AMEX-listed Funds); (ii) for NYSE-listed Funds, semi-annual

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financial statements and any quarterly financial statements; and (iii) for NYSE-listed Funds, the type and presentation of information to be included in any earnings press releases (paying particular attention to any use of “pro forma” or “adjusted” non-GAAP information), including any financial information and earnings guidance provided to analysts and rating agencies (which discussions may be general in nature, suchact as the types of information to be disclosed and the type of presentation to be made), provided that each earnings release or guidance need not be discussed in advance;

     (h) to at least annually, ensure receipt of a formal written statement from the independent auditors delineating all relationships between the independent auditors and the Fund, consistent with Independent Standards Board Standard 1, in order to evaluate the independent auditors’ qualifications, performance and independence, including the review and evaluation of the lead partner of the independent auditors, so that the Audit Committee can actively engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditors, taking into account the opinions of Fund management and to further consider whether, in order to assure continuing auditor independence, there should be regular rotation of the audit firm itself, and to present conclusions of the review to the Board; (i) to at least annually, obtain and revie w a report by the independent auditors describing: (i) the independent auditing firm’s internal quality-control procedures; and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues;

(j) to set clear policies relating to the hiring by entities within the Fund’s investment company complex¹of employees or former employees of the independent auditors, in compliance with the requirements of Sarbanes-Oxley;

     (k) to establish procedures for the receipt, retention, and treatment of complaints received by the Fund relating to accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of the Fund or the Fund’s investmentFund's sub-investment adviser administrator, principal underwriter or any other provider of accounting related services for the Fund, of concerns regarding questionable accounting or auditing matters pertaining to the Fund;

     (m) to discuss with management, in a general manner, but not as a committee to assume responsibility for, the Fund’s processes with respect to risk assessment and risk management;

     (n) to report its activities regularly to the Board, including any issues that arise with respect to (i) the quality or integrity of the Fund’s financial statements, (ii) the Fund’s compliance with legal or regulatory requirements, or (iii) the performance and independence of the independent auditors (including the Audit Committee’s conclusions with respect to IV (h) above), and to make such recommendations with respect to the aboveFund's assets which may be assigned to you from time to time (the "sub-advised assets") as of [______], 2017 (the "Effective Date").  You hereby agree to accept such retention, to render the services and other mattersto assume the obligations set forth herein with respect to the sub-advised assets for the compensation provided herein.

     (o)believe to prepare and review with the Board an annual performance evaluation of the Audit Committee, conductedbe particularly fitted to assist you in such manner as the Committee deems appropriate, which evaluation must compare the performance of the Audit Committee with the requirementsthis Agreement.  The compensation of this Charter;such person or persons shall be paid by you and

     (p) to perform such other functions and to have such powers as no obligation may be necessary or appropriateincurred on the Fund's behalf in any such respect.

The Audit Committee shall meet regularly, as frequently as circumstances dictate or as required byAdviser and the NYSE or the

AMEX (but no less frequently than annually), and is empowered to hold special meetings as circumstances require. The

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Audit Committee may request that non-members attend a meetingFund's Board, you will provide investment management of the Audit Committee or meet with any members of, or consultants to, the Audit Committee. Members of the Audit Committee may participate in a meeting of the Audit Committee by means of conference call, or similar communications equipment by means of which all persons participating in the meeting can hear each other, and may act by written consent to the extent permitted by law and the Fund’s by-laws.

     The Audit Committee shall have the authority to engage independent counsel and other advisers, as it determines necessary to carry out its duties. The Fund shall provide appropriate funding, as determined by the Audit Committee, for payment of compensation to (a) the independent auditors for preparing or issuing an audit report or performing other audit, review or attest services for the Fund or (b) any advisers employed by the Audit Committee. The Fund shall also provide appropriate funding for ordinary administrative expenses of the Audit Committee that are necessary and appropriate in carrying out its duties.

     The Audit Committee shall review and reassess the adequacy of this Charter at least annually and recommend any changes to the Board. The Board also shall review and approve this Charter at least annually.

     The Audit Committee, in its discretion, may delegate all or a portion of itssub-advised assets.  Your advisory duties and responsibilities hereunder shall pertain only to a subcommitteethe sub-advised assets.  You will provide such investment management subject to and in accordance with (i) the Fund's investment objective, policies and limitations as stated in the Fund's Prospectus and Statement of the Audit Committee, including the authorityAdditional Information as from time to pre-approvetime in effect, or in any auditsupplements thereto, and provided to you; (ii) any applicable procedures or non-audit services to be performed for the Fund, the Fund’s investment adviserpolicies adopted or any Adviser Affiliateapproved by the independent auditors, provided any such approvals are presentedAdviser or the Fund's Board with respect to the Audit Committee at its next scheduled meeting.

     Each Fund shall comply with the NYSE or AMEX certification requirements, if applicable. Amended and Restated: June 2004

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EXHIBIT C

FORM OF

NOMINATING COMMITTEE CHARTER AND PROCEDURES

ORGANIZATION

The Nominating Committee (the “Committee”) of each Fund shall be composed solely of Directors/Trustees (“Directors”) who are not “interested persons” of the Fund as definedfrom time to time in Section 2(a)(19) ofeffect and furnished in writing to you; (iii) the requirements applicable to registered investment companies under applicable laws, including without limitation the Investment Company Act of 1940, as amended (the “1940 Act”"Investment Company Act") (“Independent Directors”, and the rules and regulations thereunder, and the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). The, and the rules and regulations thereunder applicable to qualification as a "regulated investment company"; and (iv) any written instructions which the Adviser or the Fund's Board may issue to you from time to time; provided, however, that you shall not be bound by any update, modification or amendment of Directorssuch documents or other procedures or policies of the Fund (the “Board”) shall selector the membersAdviser unless and until you have been given notice thereof in accordance with this Agreement and have been provided with a copy of such update, modification or amendment.  In connection therewith, you (a) will obtain and provide investment research and supervise the Fund's investments with respect to the sub-advised assets and (b) will conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Committeesub-advised assets, including the placing of portfolio transactions for execution either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant, counterparty or others.  You agree that, in placing any orders with selected brokers and shall designatedealers, you will attempt to obtain the Chairpersonbest net result in terms of price and execution.  Consistent with this obligation and in accordance with applicable securities laws, you, in your discretion, may purchase and sell portfolio securities from and to brokers and dealers who provide you with research, analysis, advice and similar services.  You may pay to brokers and dealers, in return for such research and analysis, a higher commission than may be charged by other brokers and dealers, subject to your good faith determination that such commission is reasonable in terms either of the Committee.

RESPONSIBILITIES

The Committee shall selectparticular transaction or of your overall responsibility to the Fund and nominate persons for election or appointmentyour other clients and that the total commissions paid by the Board as DirectorsFund will be reasonable in relation to the benefits to the Fund over the long term and, if applicable, subject to compliance with Section 28(e) of the Fund.

EVALUATION OFPOTENTIALNOMINEES

Securities Exchange Act of 1934, as amended.  Such authorization is subject to termination at any time by the Fund's Board for any reason.  In evaluatingaddition, you are authorized to allocate purchase and sale orders for portfolio securities to brokers and dealers that are affiliated with you, the Adviser, the Fund's principal underwriter or any other sub-investment adviser to the Fund if you believe that the quality of the transaction and the commission are comparable to what they would be with other qualified firms, and provided that the transactions are consistent with the Fund's Rule 17e-1 procedures.  In no instance may portfolio securities be purchased from or sold to you, the Adviser, the Fund's principal underwriter, any other sub-investment adviser to the Fund or any person affiliated with you, the Adviser, the Fund's principal underwriter, any other sub-investment adviser to the Fund or the Fund, except in accordance with the applicable securities laws and the rules and regulations thereunder, including Rules 17a-7 and 17a-10 under the Investment Company Act, and any exemptive order then currently in effect.  The Adviser will periodically provide you with a personlist of the affiliates of the Adviser, the Fund or the Fund's principal underwriter to which investment or trading restrictions apply, and will specifically identify in writing (x) all publicly traded companies in which the Fund may not invest, together with ticker symbols for all such companies, and (y) any affiliated brokers and any restrictions that apply to the use of those brokers by the Fund.

• have no responsibility with respect to the character and integritycollection of income, physical acquisition or the safekeeping or custody of the person;
• whethersub-advised assets.  The Adviser shall furnish you with copies of the Fund's Prospectus, Statement of Additional Information and any supplements thereto.  You will be provided the opportunity to review and approve any description of you and your investment process set forth in the Fund's Prospectus, Statement of Additional Information and any supplements thereto.  The Adviser also will furnish you with copies of Prospectus or notStatement of Additional Information supplements that disclose any changes to the person is qualified underFund's investment objective, policies, strategies or restrictions and you will have a reasonable period of time to implement such changes with respect to the sub-advised assets.

Whileagree to preserve for the Committeeperiods prescribed by applicable law any records which you maintain for the Fund or the Adviser and which are required to be maintained, and further agree to surrender promptly to the Fund or the Adviser any records which you maintain for the Fund or the Adviser upon request by the Fund or the Adviser, provided that you shall have reasonable opportunity to create and maintain copies of applicable records.