485BPOS

File No. 2-9455

811-0523

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933[X]

Pre-Effective Amendment No.[__]

Post-Effective Amendment No. 163[X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940[X]

Amendment No. 163[X]

(Check appropriate box or boxes.)

The Dreyfus Fund Incorporated

(Exact Name of Registrant as Specified in Charter)

c/o The Dreyfus Corporation

200 Park Avenue, New York, New York 10166

(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (212) 922-6000

John Pak, Esq.

200 Park Avenue

New York, New York 10166

(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box)

__immediately upon filing pursuant to paragraph (b)

X on May 1, 2013 pursuant to paragraph (b)

____ days after filing pursuant to paragraph (a)(1)

__on (date) pursuant to paragraph (a)(1)

____ days after filing pursuant to paragraph (a)(2)

__on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

__this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

The Dreyfus Fund Incorporated

Prospectus May 1, 2013

Ticker Symbol: DREVX

As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is
a criminal offense.

Contents

Fund Summary

Fund Summary 1

Fund Details

Goal and Approach	4
Investment Risks	4
Management	5

Shareholder Guide

Buying and Selling Shares	7
General Policies	9
Distributions and Taxes	10
Services for Fund Investors	11
Financial Highlights	13

For More Information

See back cover.

Fund Summary

Investment Objective

The fund seeks long-term capital growth consistent with the preservation of capital. Current income is a secondary investment objective.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management fees	0.65
Other expenses	0.10
Total annual fund operating expenses	0.75

Example

The Example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year	3 Years	5 Years	10 Years
$77	$240	$417	$930

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During the most recent fiscal year, the fund's portfolio turnover rate was 56.38% of the average value of its portfolio.

Principal Investment Strategy

To pursue its goals, the fund primarily invests in common stocks issued by U.S. companies. The fund may invest up to 20% of its assets in foreign securities (i.e., issued by companies organized under the laws of countries other than the U.S.).

In choosing stocks, the fund's portfolio managers focus on large-capitalization companies with strong positions in their industries and a catalyst that can trigger a price increase (such as a corporate restructuring or change in management). The portfolio managers use fundamental analysis to create a broadly diversified portfolio comprised of growth stocks, value stocks and stocks that exhibit characteristics of both investment styles. The portfolio managers attempt to measure a security's instrinsic value by analyzing "real" data (company financials, economic outlook, etc.) and other factors (management, industry conditions, competition, etc.) and select stocks based on value, growth and financial profile.

Principal Risks

An investment in the fund is not a bank deposit. It is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. It is not a complete investment program. The fund's share price fluctuates, sometimes dramatically, which means you could lose money.

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·Risks of stock investing. Stocks generally fluctuate more in value than bonds and may decline significantly over short time periods. There is the chance that stock prices overall will decline because stock markets tend to move in cycles, with periods of rising prices and falling prices. The market value of a stock may decline due to general weakness in the stock market or because of factors that affect the company or its particular industry.

·Growth and value stock risk. By investing in a mix of growth and value companies, the fund assumes the risks of both. Investors often expect growth companies to increase their earnings at a certain rate. If these expectations are not met, investors can punish the stocks inordinately, even if earnings do increase. In addition, growth stocks typically lack the dividend yield that can cushion stock prices in market downturns. Value stocks involve the risk that they may never reach their expected full market value, either because the market fails to recognize the stock's intrinsic worth, or the expected value was misgauged. They also may decline in price even though in theory they are already undervalued.

·Large cap stock risk. To the extent the fund invests in large capitalization stocks, the fund may underperform funds that invest primarily in the stocks of lower quality, smaller capitalization companies during periods when the stocks of such companies are in favor.

·Market sector risk. The fund may significantly overweight or underweight certain companies, industries or market sectors, which may cause the fund's performance to be more or less sensitive to developments affecting those companies, industries or sectors.

·Foreign investment risk. To the extent the fund invests in foreign securities, the fund's performance will be influenced by political, social and economic factors affecting investments in foreign issuers. Special risks associated with investments in foreign issuers include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political and economic instability and differing auditing and legal standards. Investments denominated in foreign currencies are subject to the risk that such currencies will decline in value relative to the U.S. dollar and affect the value of these investments held by the fund.

Performance

The following bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows changes in the performance of the fund's shares from year to year. The table compares the average annual total returns of the fund's shares to those of a broad measure of market performance. The fund's past performance (before and after taxes) is not necessarily an indication of how the fund will perform in the future. More recent performance information may be available at www.dreyfus.com.

Year-by-Year Total Returns as of 12/31 each year (%)
	Best Quarter Q3, 2009: 18.17% Worst Quarter Q4, 2008: -22.66%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

Average Annual Total Returns (as of 12/31/12)
	1 Year	5 Years	10 Years
Fund returns before taxes	17.58%	0.65%	6.28%
Fund returns after taxes on distributions	17.36%	0.39%	5.67%
Fund returns after taxes on distributions and sale of fund shares	11.72%	0.49%	5.42%
S&P 500® Index reflects no deduction for fees, expenses or taxes	15.99%	1.66%	7.10%

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Portfolio Management

The fund's investment adviser is The Dreyfus Corporation. Sean P. Fitzgibbon, David Sealy and Barry K. Mills are the fund's primary portfolio managers, positions they have held since May 2005, February 2010 and February 2010, respectively. Mr. Fitzgibbon is a senior managing director, research analyst and the head of the global core equity team at The Boston Company Asset Management, LLC (TBCAM), an affiliate of The Dreyfus Corporation. Mr. Sealy is a portfolio manager at TBCAM. Mr. Mills is a senior managing analyst at TBCAM. Each primary portfolio manager also is an employee of The Dreyfus Corporation.

Purchase and Sale of Fund Shares

In general, the fund's minimum initial investment is $2,500 and the minimum subsequent investment is $100. You may sell (redeem) your shares on any business day by calling 1-800-DREYFUS (inside the U.S. only) or by visiting www.dreyfus.com. If you invested in the fund through a third party, such as a bank, broker-dealer or financial adviser, or in a 401(k) or other retirement plan, you may mail your request to sell shares to Dreyfus Institutional Department, P.O. Box 9882, Providence, Rhode Island 02940-8082. If you invested directly through the fund, you may mail your request to sell shares to Dreyfus Shareholder Services, P.O. Box 9879, Providence, Rhode Island 02940-8079.

Tax Information

The fund's distributions are taxable as ordinary income or capital gains, except when your investment is through an IRA, 401(k) plan or other tax-advantaged investment plan (in which case you may be taxed upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary's website for more information.

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Fund Details

Goal and Approach

The fund seeks long-term capital growth consistent with the preservation of capital. Current income is a secondary investment objective. To pursue its goals, the fund primarily invests in common stocks issued by U.S. companies, including to a limited degree, those issued in initial public offerings (IPOs). The fund may invest up to 20% of its assets in foreign securities (i.e., securities issued by companies organized under the laws of countries other than the U.S.).

In choosing stocks, the fund's portfolio managers focus on large-capitalization companies with strong positions in their industries and a catalyst that can trigger a price increase (such as a corporate restructuring or change in management). The portfolio managers use fundamental analysis to create a broadly diversified portfolio comprised of growth stocks, value stocks and stocks that exhibit characteristics of both investment styles. The portfolio managers attempt to measure a security's intrinsic value by analyzing "real" data (company financials, economic outlook, etc.) and other factors (management, industry conditions, competition, etc.), and select stocks based on:

·value, or how a stock is priced relative to its perceived intrinsic worth

·growth, in this case the sustainability or growth of earnings or cash flow

·financial profile, which measures the financial health of the company

The fund typically sells a security when the portfolio managers believe that there has been a negative change in the fundamental factors surrounding the company, the company has become fully valued, the company has lost favor in the current market or economic environment, or a more attractive opportunity has been identified.

Although not a principal investment strategy, the fund may, but is not required to, use derivatives, such as options, futures and options on futures (including those relating to stocks, indexes, foreign currencies and interest rates), as a substitute for investing directly in an underlying asset, to increase returns, or as part of a hedging strategy. The fund also may engage in short-selling, typically for hedging purposes, such as to limit exposure to a possible market decline in the value of its portfolio securities.

Investment Risks

An investment in the fund is not a bank deposit. It is not insured or guaranteed by the FDIC or any other government agency. It is not a complete investment program. The value of your investment in the fund will fluctuate, sometimes dramatically, which means you could lose money.

·Risks of stock investing. Stocks generally fluctuate more in value than bonds and may decline significantly over short time periods. There is the chance that stock prices overall will decline because stock markets tend to move in cycles, with periods of rising prices and falling prices. The market value of a stock may decline due to general market conditions that are not related to the particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. A security's market value also may decline because of factors that affect a particular industry, such as labor shortages or increased production costs and competitive conditions within an industry, or factors that affect a particular company, such as management performance, financial leverage, and reduced demand for the company's products or services.

·Growth and value stock risk. By investing in a mix of growth and value companies, the fund assumes the risks of both. Investors often expect growth companies to increase their earnings at a certain rate. If these expectations are not met, investors can punish the stocks inordinately, even if earnings do increase. In addition, growth stocks typically lack the dividend yield that can cushion stock prices in market downturns. Value stocks involve the risk that they may never reach their expected full market value, either because the market fails to recognize the stock's intrinsic worth, or the expected value was misgauged. They also may decline in price even though in theory they are already undervalued.

·Large cap stock risk. To the extent the fund invests in large capitalization stocks, the fund may underperform funds that invest primarily in the stocks of lower quality, smaller capitalization companies during periods when the stocks of such companies are in favor.

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·Market sector risk. The fund may significantly overweight or underweight certain companies, industries or market sectors, which may cause the fund's performance to be more or less sensitive to developments affecting those companies, industries or sectors.

·Foreign investment risk. To the extent the fund invests in foreign securities, the fund's performance will be influenced by political, social and economic factors affecting investments in foreign issuers. Special risks associated with investments in foreign issuers include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political and economic instability and differing auditing and legal standards. Investments denominated in foreign currencies are subject to the risk that such currencies will decline in value relative to the U.S. dollar and affect the value of these investments held by the fund.

In addition to the principal risks described above, the fund is subject to the following additional risks.

·IPO risk. The prices of securities purchased in IPOs can be very volatile. The effect of IPOs on the fund's performance depends on a variety of factors, including the number of IPOs the fund invests in relative to the size of the fund and whether and to what extent a security purchased in an IPO appreciates or depreciates in value. As a fund's asset base increases, IPOs often have a diminished effect on such fund's performance.

·Derivatives risk. A small investment in derivatives could have a potentially large impact on the fund's performance. The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying assets. Derivatives can be highly volatile, illiquid and difficult to value, and there is the risk that changes in the value of a derivative held by the fund will not correlate with the underlying instruments or the fund's other investments. Derivative instruments, such as options, futures and options on futures, also involve the risk that a loss may be sustained as a result of the failure of the counterparty to the derivative instruments to make required payments or otherwise comply with the derivative instruments' terms. Many of the regulatory protections afforded participants on organized exchanges for futures contracts and exchange-traded options, such as the performance guarantee of an exchange clearing house, are not available in connection with over-the-counter derivative transactions. Certain types of derivatives, including over-the-counter transactions, involve greater risks than the underlying obligations because, in addition to general market risks, they are subject to illiquidity risk, counterparty risk, credit risk and pricing risk. Because many derivatives have a leverage component, adverse changes in the value or level of the underlying asset, reference rate or index can result in a loss substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. The fund may be required to segregate liquid assets in connection with the purchase of derivative instruments.

·Leverage risk. The use of leverage, such as entering into futures contracts, and lending portfolio securities, may magnify the fund's gains or losses.

·Short sale risk. The fund may make short sales, which involves selling a security it does not own in anticipation that the security's price will decline. Short sales expose the fund to the risk that it will be required to buy the security sold short (also known as "covering" the short position) at a time when the security has appreciated in value, thus resulting in a loss to the fund.

·Other potential risks. The fund may lend its portfolio securities to brokers, dealers and other financial institutions. In connection with such loans, the fund will receive collateral from the borrower equal to at least 100% of the value of loaned securities. If the borrower of the securities fails financially, there could be delays in recovering the loaned securities or exercising rights to the collateral.

Under adverse market conditions, the fund could invest some or all of its assets in U.S. Treasury securities and money market securities. Although the fund would do this for temporary defensive purposes, it could reduce the benefit from any upswing in the market. During such periods, the fund may not achieve its investment objectives.

Management

The investment adviser for the fund is The Dreyfus Corporation (Dreyfus), 200 Park Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages approximately $240 billion in 168 mutual fund portfolios. For the past fiscal year, the fund paid Dreyfus a management fee at the annual rate of 0.65% of the fund's average daily net assets. A discussion regarding the basis for the board's approving the fund's management agreement with Dreyfus is available in the fund's annual report for the fiscal year ended December 31, 2012. Dreyfus is the primary mutual fund business of The Bank of New York Mellon Corporation (BNY Mellon), a global financial services company focused on helping clients manage and service their financial assets, operating in 36 countries and serving more than 100 markets. BNY Mellon is a leading investment management and investment services company, uniquely focused to help clients manage and move their financial assets in the rapidly changing global marketplace. BNY Mellon has $26.2 trillion in assets under custody and administration and $1.4 trillion in assets under management. BNY Mellon is the corporate brand of The

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Bank of New York Mellon Corporation. BNY Mellon Investment Management is one of the world's leading investment management organizations, and one of the top U.S. wealth managers, encompassing BNY Mellon's affiliated investment management firms, wealth management services and global distribution companies. Additional information is available at www.bnymellon.com.

The Dreyfus asset management philosophy is based on the belief that discipline and consistency are important to investment success. For each fund, Dreyfus seeks to establish clear guidelines for portfolio management and to be systematic in making decisions. This approach is designed to provide each fund with a distinct, stable identity.

Sean P. Fitzgibbon, David Sealy and Barry K. Mills are the fund's primary portfolio managers. Mr. Fitzgibbon has been a primary portfolio manager of the fund since May 2005. Mr. Fitzgibbon is a senior managing director, research analyst and the head of the global core equity team at The Boston Company Asset Management, LLC (TBCAM), a Dreyfus affiliate, where he has been employed since 1991. He also has been employed by Dreyfus since October 2004. Mr. Sealy has been a portfolio manager of the fund since June 2005 and a primary portfolio manager of the fund since February 2010. Mr. Sealy is a portfolio manager at TBCAM, where he has been employed since 2005. He also has been employed by Dreyfus since June 1997. Mr. Mills has been a portfolio manager of the fund since June 2005 and a primary portfolio manager of the fund since February 2010. Mr. Mills is senior managing analyst at TBCAM, where he has been employed since June 2005. He also has been employed by Dreyfus since 1999.

The fund's Statement of Additional Information (SAI) provides additional portfolio manager information, including compensation, other accounts managed and ownership of fund shares.

MBSC Securities Corporation (MBSC), a wholly owned subsidiary of Dreyfus, serves as distributor of the fund and of the other funds in the Dreyfus Family of Funds. Any Rule 12b-1 fees and shareholder services fees, as applicable, are paid to MBSC for financing the sale and distribution of fund shares and for providing shareholder account service and maintenance, respectively. Dreyfus or MBSC may provide cash payments out of its own resources to financial intermediaries that sell shares of funds in the Dreyfus Family of Funds or provide other services. Such payments are separate from any sales charges, 12b-1 fees and/or shareholder services fees or other expenses that may be paid by a fund to those intermediaries. Because those payments are not made by fund shareholders or the fund, the fund's total expense ratio will not be affected by any such payments. These payments may be made to intermediaries, including affiliates, that provide shareholder servicing, sub-administration, recordkeeping and/or sub-transfer agency services, marketing support and/or access to sales meetings, sales representatives and management representatives of the financial intermediary. Cash compensation also may be paid from Dreyfus' or MBSC's own resources to intermediaries for inclusion of a fund on a sales list, including a preferred or select sales list or in other sales programs. These payments sometimes are referred to as "revenue sharing." From time to time, Dreyfus or MBSC also may provide cash or non-cash compensation to financial intermediaries or their representatives in the form of occasional gifts; occasional meals, tickets or other entertainment; support for due diligence trips; educational conference sponsorships; support for recognition programs; technology or infrastructure support; and other forms of cash or non-cash compensation permissible under broker-dealer regulations. In some cases, these payments or compensation may create an incentive for a financial intermediary or its employees to recommend or sell shares of the fund to you. Please contact your financial representative for details about any payments they or their firm may receive in connection with the sale of fund shares or the provision of services to the fund.

The fund, Dreyfus and MBSC have each adopted a code of ethics that permits its personnel, subject to such code, to invest in securities, including securities that may be purchased or held by the fund. Each code of ethics restricts the personal securities transactions of employees, and requires portfolio managers and other investment personnel to comply with the code's preclearance and disclosure procedures. The primary purpose of the respective codes is to ensure that personal trading by employees does not disadvantage any fund managed by Dreyfus or its affiliates.

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Shareholder Guide

Buying and Selling Shares

You pay no sales charges to invest in shares of the fund. Your price for shares is the net asset value (NAV) per share, which is generally calculated as of the close of trading on the New York Stock Exchange (NYSE) (usually 4:00 p.m. Eastern time) on days the NYSE is open for regular business.

Your order will be priced at the next NAV calculated after your order is received in proper form by the fund's transfer agent or other authorized entity. When calculating NAVs, Dreyfus values equity investments on the basis of market quotations or official closing prices. Dreyfus generally values fixed-income investments based on values supplied by an independent pricing service approved by the fund's board. The pricing service's procedures are reviewed under the general supervision of the board. If market quotations or prices from a pricing service are not readily available, or are determined not to reflect accurately fair value, the fund may value those investments at fair value as determined in accordance with procedures approved by the fund's board. Fair value of investments may be determined by the fund's board, its pricing committee or its valuation committee in good faith using such information as it deems appropriate under the circumstances. Under certain circumstances, the fair value of foreign equity securities will be provided by an independent pricing service. Using fair value to price investments may result in a value that is different from a security's most recent closing price and from the prices used by other mutual funds to calculate their net asset values. Foreign securities held by a fund may trade on days when the fund does not calculate its NAV and thus may affect the fund's NAV on days when investors will not be able to purchase or sell (redeem) fund shares.

Investments in certain types of thinly traded securities may provide short-term traders arbitrage opportunities with respect to the fund's shares. For example, arbitrage opportunities may exist when trading in a portfolio security or securities is halted and does not resume, or the market on which such securities are traded closes before the fund calculates its NAV. If short-term investors in the fund were able to take advantage of these arbitrage opportunities, they could dilute the NAV of fund shares held by long-term investors. Portfolio valuation policies can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that such valuation policies will prevent dilution of the fund's NAV by short-term traders. While the fund has a policy regarding frequent trading, it too may not be completely effective to prevent short-term NAV arbitrage trading, particularly in regard to omnibus accounts. Please see "Shareholder Guide— General Policies" for further information about the fund's frequent trading policy.

Orders to buy and sell shares received by an authorized entity (such as a bank, broker-dealer or financial adviser, or 401(k) or other retirement plan that has entered into an agreement with the fund's distributor) by the close of trading on the NYSE and transmitted to the distributor or its designee by the close of its business day (usually 5:15 p.m. Eastern time) will be based on the NAV determined as of the close of trading on the NYSE that day.

How to Buy Shares

By Mail.

Regular Accounts. To open a regular account, complete an application and mail it, together with a check payable to The Dreyfus Family of Funds, to the appropriate address below. To purchase additional shares in a regular account, mail a check payable to The Dreyfus Family of Funds (with your account number on your check), together with an investment slip, to the appropriate address below.

IRA Accounts. To open an IRA account or make additional investments in an IRA account, be sure to specify the fund name and the year for which the contribution is being made. When opening a new account include a completed IRA application, and when making additional investments include an investment slip. Make checks payable to The Dreyfus Family of Funds, and mail to the appropriate address below.

Mailing Address. If you are investing directly through the fund, mail to:

Dreyfus Shareholder Services

P.O. Box 9879

Providence, Rhode Island 02940-8079

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If you are investing through a third party, such as a bank, broker-dealer or financial adviser, or in a 401(k) or other retirement plan, mail to:

Dreyfus Institutional Department

P.O. Box 9882

Providence, Rhode Island 02940-8082

Electronic Check or Wire. To purchase shares in a regular or IRA account by wire or electronic check, please call 1-800-DREYFUS (inside the U.S. only) for more information.

Dreyfus TeleTransfer. To purchase additional shares in a regular or IRA account by Dreyfus TeleTransfer, which will transfer money from a pre-designated bank account, request the account service on your application. Call us at 1-800-DREYFUS (inside the U.S. only) or visit www.dreyfus.com to request your transaction.

Automatically. You may purchase additional shares in a regular or IRA account by selecting one of Dreyfus' automatic investment services made available to the fund on your account application or service application. See "Services for Fund Investors."

The minimum initial and subsequent investment for regular accounts is $2,500 and $100, respectively. The minimum initial investment for IRAs is $750, with no minimum subsequent investment. The minimum initial investment for educational savings accounts is $500, with no minimum subsequent investment. Investments made through Dreyfus TeleTransfer are subject to a $100 minimum and a $150,000 maximum. All investments must be in U.S. dollars. Third-party checks, cash, travelers' checks or money orders will not be accepted. You may be charged a fee for any check that does not clear.

How to Sell Shares

You may sell (redeem) shares at any time. Your shares will be sold at the next NAV calculated after your order is received in proper form by the fund's transfer agent or other authorized entity. Any certificates representing fund shares being sold must be returned with your redemption request. Your order will be processed promptly and you will generally receive the proceeds within a week.

Before selling shares recently purchased by check, Dreyfus TeleTransfer or Automatic Asset Builder, please note that:

·if you send a written request to sell such shares, the fund may delay sending the proceeds for up to eight business days following the purchase of those shares

·the fund will not process wire, telephone, online or Dreyfus TeleTransfer redemption requests for up to eight business days following the purchase of those shares

By Mail – Regular Account. To redeem shares in a regular account by mail, send a letter of instruction that includes your name, your account number, the name of the fund, the dollar amount to be redeemed and how and where to send the proceeds. Mail your request to the appropriate address below.

By Mail – IRA Accounts. To redeem shares in an IRA account by mail, send a letter of instruction that includes all of the same information for regular accounts and indicate whether the distribution is qualified or premature and whether the 10% TEFRA should be withheld. Mail your request to the appropriate address below.

Mailing Address. If you invested directly through the fund, mail to:

Dreyfus Shareholder Services

P.O. Box 9879

Providence, Rhode Island 02940-8079

If you invested through a third party, such as a bank, broker-dealer or financial adviser, or in a 401(k) or other retirement plan, mail to:

Dreyfus Institutional Department

P.O. Box 9882

Providence, Rhode Island 02940-8082

A medallion signature guarantee is required for some written sell orders. These include:

·amounts of $10,000 or more on accounts whose address has been changed within the last 30 days

·requests to send the proceeds to a different payee or address

·amounts of $100,000 or more

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A medallion signature guarantee helps protect against fraud. You can obtain one from most banks or securities dealers, but not from a notary public. For joint accounts, each signature must be guaranteed. Please call to ensure that your medallion signature guarantee will be processed correctly.

Telephone or Online. To redeem shares call Dreyfus at 1-800-DREYFUS (inside the U.S. only), or for regular accounts visit www.dreyfus.com to request your transaction.

A check will be mailed to your address of record or you may request a wire or electronic check (Dreyfus TeleTransfer). For wires or Dreyfus TeleTransfer, be sure that the fund has your bank account information on file. Proceeds will be wired or sent by electronic check to your bank account.

You may speak to a Dreyfus representative to request that redemption proceeds be paid by check and mailed to your address of record (maximum $250,000 per day). You may also request that redemption proceeds be sent to your bank by wire (minimum $1,000) or by Dreyfus TeleTransfer (minimum $500). There is a $100,000 per day limit on redemption requests made online through dreyfus.com or through the Dreyfus Express^® automated account access system.

Automatically. You may sell shares in a regular account by calling 1-800-DREYFUS (inside the U.S. only) for instructions on how to establish the Dreyfus Automatic Withdrawal Plan. You may sell shares in an IRA account by calling the above number for instructions on automatic withdrawals.

General Policies

Unless you decline teleservice privileges on your application, the fund's transfer agent is authorized to act on telephone or online instructions from any person representing himself or herself to be you and reasonably believed by the transfer agent to be genuine. You may be responsible for any fraudulent telephone or online order as long as the fund's transfer agent takes reasonable measures to confirm that instructions are genuine.

If you invest through a financial intermediary (rather than directly through the fund), the policies may be different than those described herein. Banks, brokers, 401(k) plans, financial advisers and financial supermarkets may charge transaction fees and may set up different minimum investments or limitations on buying or selling shares. Please consult your financial representative.

The fund is designed for long-term investors. Frequent purchases, redemptions and exchanges may disrupt portfolio management strategies and harm fund performance by diluting the value of fund shares and increasing brokerage and administrative costs. As a result, Dreyfus and the fund's board have adopted a policy of discouraging excessive trading, short-term market timing and other abusive trading practices (frequent trading) that could adversely affect the fund or its operations. Dreyfus and the fund will not enter into arrangements with any person or group to permit frequent trading.

The fund also reserves the right to:

·change or discontinue its exchange privilege, or temporarily suspend the privilege during unusual market conditions

·change its minimum or maximum investment amounts

·delay sending out redemption proceeds for up to seven days (generally applies only during unusual market conditions or in cases of very large redemptions or excessive trading)

·"redeem in kind," or make payments in securities rather than cash, if the amount redeemed is large enough to affect fund operations (for example, if it exceeds 1% of the fund's assets)

·refuse any purchase or exchange request, including those from any individual or group who, in Dreyfus' view, is likely to engage in frequent trading

More than four roundtrips within a rolling 12-month period generally is considered to be frequent trading. A roundtrip consists of an investment that is substantially liquidated within 60 days. Based on the facts and circumstances of the trades, the fund may also view as frequent trading a pattern of investments that are partially liquidated within 60 days.

Transactions made through Automatic Investment Plans, Automatic Withdrawal Plans, Dreyfus Auto-Exchange Privileges, automatic non-discretionary rebalancing programs, and minimum required retirement distributions generally are not considered to be frequent trading. For employer-sponsored benefit plans, generally only participant-initiated exchange transactions are subject to the roundtrip limit.

Dreyfus monitors selected transactions to identify frequent trading. When its surveillance systems identify multiple roundtrips, Dreyfus evaluates trading activity in the account for evidence of frequent trading. Dreyfus considers the investor's trading history in other accounts under common ownership or control, in other Dreyfus Funds and BNY

9

Mellon Funds and, if known, in nonaffiliated mutual funds and accounts under common control. These evaluations involve judgments that are inherently subjective, and while Dreyfus seeks to apply the policy and procedures uniformly, it is possible that similar transactions may be treated differently. In all instances, Dreyfus seeks to make these judgments to the best of its abilities in a manner that it believes is consistent with shareholder interests. If Dreyfus concludes the account is likely to engage in frequent trading, Dreyfus may cancel or revoke the purchase or exchange on the following business day. Dreyfus may also temporarily or permanently bar such investor's future purchases into the fund in lieu of, or in addition to, canceling or revoking the trade. At its discretion, Dreyfus may apply these restrictions across all accounts under common ownership, control or perceived affiliation.

Fund shares often are held through omnibus accounts maintained by financial intermediaries, such as brokers and retirement plan administrators, where the holdings of multiple shareholders, such as all the clients of a particular broker, are aggregated. Dreyfus' ability to monitor the trading activity of investors whose shares are held in omnibus accounts is limited. However, the agreements between the distributor and financial intermediaries include obligations to comply with the terms of this prospectus and to provide Dreyfus, upon request, with information concerning the trading activity of investors whose shares are held in omnibus accounts. If Dreyfus determines that any such investor has engaged in frequent trading of fund shares, Dreyfus may require the intermediary to restrict or prohibit future purchases or exchanges of fund shares by that investor.

Certain retirement plans and intermediaries that maintain omnibus accounts with the fund may have developed policies designed to control frequent trading that may differ from the fund's policy. At its sole discretion, the fund may permit such intermediaries to apply their own frequent trading policy. If you are investing in fund shares through an intermediary (or in the case of a retirement plan, your plan sponsor), please contact the intermediary for information on the frequent trading policies applicable to your account.

To the extent that the fund significantly invests in foreign securities traded on markets that close before the fund calculates its NAV, events that influence the value of these foreign securities may occur after the close of these foreign markets and before the fund calculates its NAV. As a result, certain investors may seek to trade fund shares in an effort to benefit from their understanding of the value of these foreign securities at the time the fund calculates its NAV (referred to as price arbitrage). This type of frequent trading may dilute the value of fund shares held by other shareholders. Dreyfus has adopted procedures designed to adjust closing market prices of foreign equity securities under certain circumstances to reflect what it believes to be their fair value.

To the extent that the fund significantly invests in thinly traded securities, certain investors may seek to trade fund shares in an effort to benefit from their understanding of the value of these securities (referred to as price arbitrage). Any such frequent trading strategies may interfere with efficient management of the fund's portfolio to a greater degree than funds that invest in highly liquid securities, in part because the fund may have difficulty selling these portfolio securities at advantageous times or prices to satisfy large and/or frequent redemption requests. Any successful price arbitrage may also cause dilution in the value of fund shares held by other shareholders.

Although the fund's frequent trading and fair valuation policies and procedures are designed to discourage market timing and excessive trading, none of these tools alone, nor all of them together, completely eliminates the potential for frequent trading.

Small Account Policies

To offset the relatively higher costs of servicing smaller accounts, the fund charges regular accounts with balances below $2,000 an annual fee of $12. The fee will be imposed during the fourth quarter of each calendar year.

The fee will be waived for: any investor whose aggregate Dreyfus mutual fund investments total at least $25,000; IRA accounts; Education Savings Accounts; accounts participating in automatic investment programs; and accounts opened through a financial institution.

If your account falls below $500, the fund may ask you to increase your balance. If it is still below $500 after 45 days, the fund may close your account and send you the proceeds.

Distributions and Taxes

The fund earns dividends, interest and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. The fund also realizes capital gains from its investments, and distributes these gains (less any losses) to shareholders as capital gain distributions. The fund normally pays dividends quarterly and capital gain distributions annually. Fund dividends and capital gain distributions will be reinvested in the fund unless you instruct the fund otherwise. There are no fees or sales charges on reinvestments.

Distributions paid by the fund are subject to federal income tax, and may also be subject to state or local taxes (unless you are investing through a tax-advantaged retirement account). For federal tax purposes, in general, certain fund

10

distributions, including distributions of short-term capital gains, are taxable as ordinary income. Other fund distributions, including dividends from certain U.S. companies and certain foreign companies and distributions of long-term capital gains, generally are taxable as qualified dividends and capital gains, respectively.

High portfolio turnoverand more volatile markets can result in significant taxable distributions to shareholders, regardless of whether their shares have increased in value. The tax status of any distribution generally is the same regardless of how long you have been in the fund and whether you reinvest your distributions or take them in cash.

If you buy shares of a fundwhen the fund has realized but not yet distributed income or capital gains, you will be "buying a dividend" by paying the full price for the shares and then receiving a portion back in the form of a taxable distribution.

Your sale of shares, including exchanges into other funds, may result in a capital gain or loss for tax purposes. A capital gain or loss on your investment in the fund generally is the difference between the cost of your shares and the amount you receive when you sell them.

The tax status of your distributions will be detailed in your annual tax statement from the fund. Because everyone's tax situation is unique, please consult your tax adviser before investing.

Services for Fund Investors

Automatic Services

Buying or selling shares automatically is easy with the services described below. With each service, you select a schedule and amount, subject to certain restrictions. If you purchase shares through a third party, the third party may impose different restrictions on these services and privileges, or may not make them available at all. For information, call your financial representative or 1-800-DREYFUS (inside the U.S. only).

Dreyfus Automatic Asset Builder^® permits you to purchase fund shares (minimum of $100 and maximum of $150,000 per transaction) at regular intervals selected by you. Fund shares are purchased by transferring funds from the bank account designated by you.

Dreyfus Payroll Savings Plan permits you to purchase fund shares (minimum of $100 per transaction) automatically through a payroll deduction.

Dreyfus Government Direct Deposit permits you to purchase fund shares (minimum of $100 and maximum of $50,000 per transaction) automatically from your federal employment, Social Security or other regular federal government check.

Dreyfus Dividend Sweep permits you to automatically reinvest dividends and distributions from the fund into another Dreyfus Fund (not available for IRAs).

Dreyfus Auto-Exchange Privilege permits you to exchange at regular intervals your fund shares for shares of other Dreyfus Funds.

Dreyfus Automatic Withdrawal Plan permits you to make withdrawals (minimum of $50) on a specific day each month, quarter or semi-annual or annual period, provided your account balance is at least $5,000.

Exchange Privilege

Generally, you can exchange shares worth $500 or more (no minimum for retirement accounts) into shares of the same class, or another class in which you are eligible to invest, of another fund in the Dreyfus Family of Funds. You can request your exchange by contacting your financial representative. Be sure to read the current prospectus for any fund into which you are exchanging before investing. Any new account established through an exchange generally will have the same privileges as your original account (as long as they are available). There is currently no fee for exchanges, although you may be charged a sales load when exchanging into any fund that has one.

Your exchange request will be processed on the same business day it is received in proper form, provided that each fund is open at the time of the request. If the exchange is accepted at a time of day after one or both of the funds is closed (i.e., at a time after the NAV for the fund has been calculated for that business day), the exchange will be processed on the next business day. See the SAI for more information regarding exchanges.

Dreyfus TeleTransfer Privilege

To move money between your bank account and your Dreyfus Fund account with a phone call (for regular or IRA accounts) or online (for regular accounts only), use the Dreyfus TeleTransfer privilege. You can set up Dreyfus TeleTransfer on your account by providing bank account information and following the instructions on your

11

application, or contacting your financial representative. Shares held in an Education Savings Account may not be redeemed through the Dreyfus TeleTransfer privilege.

Account Statements

Every Dreyfus Fund investor automatically receives regular account statements. You will also be sent a yearly statement detailing the tax characteristics of any dividends and distributions you have received.

Dreyfus Express^® Voice-Activated Account Access

You can easily manage your Dreyfus accounts, check your account balances, purchase fund shares, transfer money between your Dreyfus Funds, get price and yield information, and much more, by calling 1-800-DREYFUS (inside the U.S. only). Certain requests require the services of a representative.

Dreyfus Advisor Services

For investors with a minimum of $100,000 or more in investable assets, Dreyfus Advisor Services is a personalized asset management service. We welcome the opportunity to discuss what we can do, specifically for you. For more information, contact an advisor at 1-800-896-2645.

Retirement Plans

Dreyfus offers a variety of retirement plans, including traditional and Roth IRAs and Education Savings Accounts. Here's where you call for information:

·For traditional, rollover and Roth IRAs and Education Savings Accounts, call 1-800-DREYFUS (inside the U.S. only)

·For SEP-IRAs, Keogh accounts, 401(k) and 403(b) accounts, call 1-800-358-0910

12

Financial Highlights

These financial highlights describe the performance of the fund's shares for the fiscal periods indicated. "Total return" shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. These financial highlights have been audited by Ernst & Young LLP, an independent registered public accounting firm, whose report, along with the fund's financial statements, is included in the annual report, which is available upon request.

	Year Ended December 31,
	2012	2011	2010	2009	2008
Per Share Data ($):
Net asset value, beginning of period	8.44	8.99	7.80	6.14	10.25
Investment Operations:
Investment income--neta	.12	.10	.07	.08	.13
Net realized and unrealized gain (loss) on investments	1.36	(.55)	1.19	1.67	(3.98)
Total from Investment Operations	1.48	(.45)	1.26	1.75	(3.85)
Distributions:
Dividends from investment income--net	(.12)	(.10)	(.07)	(.09)	(.13)
Dividends from net realized gain on investments	-	-	-	-	(.13)
Total Distributions	(.12)	(.10)	(.07)	(.09)	(.26)
Net asset value, end of period	9.80	8.44	8.99	7.80	6.14
Total Return (%)	17.58	(5.05)	16.30	28.75	(38.21)
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.75	.77	.78	.80	.76
Ratio of net expenses to average net assets	.75	.77	.78	.79	.75
Ratio of net investment income to average net assets	1.30	1.11	.84	1.18	1.48
Portfolio Turnover Rate	56.38	67.60	60.06	77.88	76.31
Net Assets, end of period ($ x 1,000)	1,010,371	940,107	1,041,526	966,117	815,876
aBased on average shares outstanding at each month.

13

For More Information

The Dreyfus Fund Incorporated

SEC file number: 811-0523

More information on this fund is available free upon request, including the following:

Annual/Semiannual Report

Describes the fund's performance, lists portfolio holdings and contains a letter from the fund's manager discussing recent market conditions, economic trends and fund strategies that significantly affected the fund's performance during the last fiscal year. The fund's most recent annual and semiannual reports are available at www.dreyfus.com.

Statement of Additional Information (SAI)

Provides more details about the fund and its policies. A current SAI is available at www.dreyfus.com and is on file with the Securities and Exchange Commission (SEC). The SAI is incorporated by reference (and is legally considered part of this prospectus).

Portfolio Holdings

Dreyfus funds generally disclose their complete schedule of portfolio holdings monthly with a 30-day lag at www.dreyfus.com under Products and Performance. Complete holdings as of the end of the calendar quarter are disclosed 15 days after the end of such quarter. Dreyfus money market funds generally disclose their complete schedule of holdings daily. The schedule of holdings for a fund will remain on the website until the fund files its Form N-Q or Form N-CSR for the period that includes the dates of the posted holdings.

A complete description of the fund's policies and procedures with respect to the disclosure of the fund's portfolio securities is available in the fund's SAI.

To Obtain Information

By telephone. Call 1-800-DREYFUS (inside the U.S. only)

By mail.
The Dreyfus Family of Funds
144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144

By E-mail. Send your request to info@dreyfus.com

On the Internet. Certain fund documents can be viewed online or downloaded from:

SEC:http://www.sec.gov

Dreyfus:http://www.dreyfus.com

You can also obtain copies, after paying a duplicating fee, by visiting the SEC's Public Reference Room in Washington, DC (for information, call 1-202-551-8090) or by E-mail request to publicinfo@sec.gov, or by writing to the SEC's Public Reference Section, Washington, DC 20549-1520.

© 2013 MBSC Securities Corporation
0026P0513

STATEMENT OF ADDITIONAL INFORMATION

August 1, 2012, as revised or amended September 1, 2012, October 1, 2012, December 1, 2012, February 1, 2013, March 1, 2013, April 1, 2013 and May 1, 2013

This Statement of Additional Information (SAI), which is not a prospectus, supplements and should be read in conjunction with the current prospectus of each fund listed below, as such prospectuses may be revised from time to time. To obtain a copy of a fund's prospectus, please call your financial adviser, or write to the fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, visit www.dreyfus.com, or call 1-800-DREYFUS (inside the U.S. only).

The most recent annual report and semi-annual report to shareholders for each fund are separate documents supplied with this SAI, and the financial statements, accompanying notes and report of the independent registered public accounting firm appearing in the annual report are incorporated by reference into this SAI. All classes of a fund have the same fiscal year end and prospectus date. Capitalized but undefined terms used in this SAI are defined in the Glossary at the end of this SAI.

Fund	Abbreviation	Share Class/Ticker	Fiscal Year End*	Prospectus Date
Dreyfus Institutional Cash Advantage Funds	ICAF
Dreyfus Institutional Cash Advantage Fund	DICAF	Administrative Advantage/DDTXX	April 30th	September 1st
		Participant Advantage/DPTXX
		Institutional Advantage/DADXX
		Investor Advantage/DIVXX
Dreyfus Institutional Preferred Money Market Funds	IPMMF
Dreyfus Institutional Preferred Money Market Fund	DIPMMF	Prime/N/A	March 31st	August 1st
		Reserve/DRSXX
Dreyfus Institutional Preferred Plus Money Market Fund	DIPPMMF	N/A	March 31st	August 1st
Dreyfus Institutional Reserves Funds	IRF
Dreyfus Institutional Reserves Money Fund	DIRMF	Institutional/DSVXX	December 31st	May 1st
		Hamilton/DSHXX
		Agency/DRGXX
		Premier/DERXX
		Classic/DLSXX
Dreyfus Institutional Reserves Treasury Fund	DIRTF	Institutional/DNSXX	December 31st	May 1st
		Hamilton/DHLXX
		Agency/DGYXX
		Premier/DRRXX
		Classic/DSSXX
Dreyfus Institutional Reserves Treasury Prime Fund	DIRTPF	Institutional/DUPXX	December 31st	May 1st
		Hamilton/DHMXX
		Premier/DMEXX

GRP110-SAI-0513

Fund	Abbreviation	Share Class/Ticker	Fiscal Year End*	Prospectus Date
Dreyfus Investment Grade Funds, Inc.	DIGF
Dreyfus Inflation Adjusted Securities Fund	DIASF	Institutional/DIASX	July 31st	December 1st
		Investor/DIAVX
Dreyfus Intermediate Term Income Fund	DITIF	Class A/DRITX	July 31st	December 1st
		Class C/DTECX
		Class I/DITIX
Dreyfus Short Term Income Fund	DSTIF	Class D/DSTIX	July 31st	December 1st
		Class P/DSHPX
Dreyfus Liquid Assets, Inc.	DLA	Class 1/DLAXX	December 31st	May 1st
		Class 2/DLATX
Dreyfus Opportunity Funds	DOF
Dreyfus Natural Resources Fund	DNRF	Class A/DNLAX	September 30th	February 1st
		Class C/DLDCX
		Class I/DLDRX
Dreyfus Premier Short-Intermediate Municipal Bond Fund	PSIMBF
Dreyfus Short-Intermediate Municipal Bond Fund	DSIMBF	Class A/DMBAX	March 31st	August 1st
		Class D/DSIBX
		Class I/DIMIX
Dreyfus Short-Intermediate Government Fund	SIGF	DSIGX	November 30th	April 1st
Dreyfus Worldwide Dollar Money Market Fund, Inc.	WDMMF	DWDXX	October 31st	March 1st
The Dreyfus Fund Incorporated	DF	DREVX	December 31st	May 1st
The Dreyfus Third Century Fund, Inc.	DTCF	Class A/DTCAX	May 31st	October 1st
		Class C/DTCCX
		Class I/DRTCX
		Class Z/DRTHX

*Certain information provided in this SAI is indicated to be as of the end of a fund's last fiscal year or during a fund's last fiscal year. The term "last fiscal year" means the most recently completed fiscal year, except that, for funds with fiscal years ended March 31^st and April 30^th, "last fiscal year" means the fiscal year ended in the immediately preceding calendar year.

TABLE OF CONTENTS

PART I

BOARD INFORMATION	I-1
Information About Each Board Member's Experience, Qualifications, Attributes or Skills	I-1
Committee Meetings	I-4
Board Members' and Officers' Fund Share Ownership	I-4
Board Members' Compensation	I-5
OFFICERS	I-7
CERTAIN PORTFOLIO MANAGER INFORMATION	I-9
MANAGER'S COMPENSATION	I-10
SALES LOADS, CDSCS AND DISTRIBUTOR'S COMPENSATION	I-11
OFFERING PRICE	I-13
RATINGS OF MUNICIPAL BONDS	I-13
Ratings of Corporate Debt Securities	I-14
SECURITIES OF REGULAR BROKERS OR DEALERS	I-14
COMMISSIONS	I-16
PORTFOLIO TURNOVER VARIATION	I-17
SHARE OWNERSHIP	I-18

PART II

HOW TO BUY SHARES	II-1
Investment Minimums	II-1
Purchase of Institutional Money Funds	II-1
Dreyfus TeleTransfer Privilege	II-1
Reopening an Account	II-2
Information Regarding the Offering of Share Classes	II-2
Class A	II-2
Right of Accumulation	II-3
HOW TO REDEEM SHARES	II-3
Wire Redemption Privilege	II-4
SHAREHOLDER SERVICES	II-4
DISTRIBUTION PLANS, SERVICE PLANS AND SHAREHOLDER SERVICES PLANS	II-6
INVESTMENTS, INVESTMENT TECHNIQUES AND RISKS	II-9
Funds other than Money Market Funds	II-10
Money Market Funds	II-17
INVESTMENT RESTRICTIONS	II-19
Fundamental Policies	II-19
Nonfundamental Policies	II-26
Policies Related to Fund Names	II-29
DIVIDENDS AND DISTRIBUTIONS	II-30
INFORMATION ABOUT THE FUNDS' ORGANIZATION AND STRUCTURE	II-30

CERTAIN EXPENSE ARRANGEMENTS AND OTHER DISCLOSURES	II-31
COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	II-32

PART III

ADDITIONAL INFORMATION ABOUT HOW TO BUY SHARES	III-1
Investment Minimums	III-1
Purchase of Institutional Money Funds and Cash Management Funds	III-1
In-Kind Purchases	III-2
Information Pertaining to Purchase Orders	III-2
Federal Funds	III-2
Dreyfus TeleTransfer Privilege	III-2
Reopening an Account	III-2
Multi-Class Funds	III-3
Converting Shares	III-6
Taxpayer ID Number	III-6
Frequent Purchases and Exchanges (non-money market funds only)	III-6
ADDITIONAL INFORMATION ABOUT HOW TO REDEEM SHARES	III-6
Redemption Fee	III-7
Contingent Deferred Sales Charge - Multi-Class Funds	III-8
Class C	III-8
Waiver of CDSC	III-8
Redemption Through an Authorized Entity	III-8
Checkwriting Privilege	III-9
Wire Redemption Privilege	III-9
Redemption through Compatible Automated Facilities	III-10
Dreyfus TeleTransfer Privilege	III-10
Reinvestment Privilege	III-10
Share Certificates; Medallion Signature Guarantees	III-10
Redemption Commitment	III-10
Suspension of Redemptions	III-11
ADDITIONAL INFORMATION ABOUT SHAREHOLDER SERVICES	III-11
Exchanges	III-11
Fund Exchanges	III-11
Dreyfus Auto-Exchange Privilege	III-13
Dreyfus Automatic Asset Builder®	III-13
Dreyfus Government Direct Deposit Privilege	III-13
Dreyfus Payroll Savings Plan	III-13
Dreyfus Dividend Options	III-13
Dreyfus Dividend Sweep	III-13
Dreyfus Dividend ACH	III-14
Automatic Withdrawal Plan	III-14
Letter of Intent - Class A Shares	III-14
Corporate Pension/Profit-Sharing and Retirement Plans	III-15
ADDITIONAL INFORMATION ABOUT DISTRIBUTION PLANS, SERVICE PLANS AND SHAREHOLDER SERVICES PLANS	III-15
ADDITIONAL INFORMATION ABOUT INVESTMENTS,
INVESTMENT TECHNIQUES AND RISKS	III-16
All Funds other than Money Market Funds	III-16
Equity Securities	III-16
Common Stock	III-16
Preferred Stock	III-16
Convertible Securities	III-17

Warrants	III-17
IPOs	III-18
Fixed-Income Securities	III-18
U.S. Government Securities	III-19
Corporate Debt Securities	III-20
Ratings of Securities; Unrated Securities	III-20
High Yield and Lower-Rated Securities	III-20
Zero Coupon, Pay-In-Kind and Step-Up Securities	III-21
Inflation-Indexed Securities	III-22
Variable and Floating Rate Securities	III-23
Participation Interests and Assignments	III-23
Mortgage-Related Securities	III-24
Asset-Backed Securities	III-28
Collateralized Debt Obligations	III-29
Municipal Securities	III-29
Taxable Investments (municipal or other tax-exempt funds only)	III-34
Funding Agreements	III-34
Real Estate Investment Trusts (REITs)	III-34
Money Market Instruments	III-35
Bank Obligations	III-35
Repurchase Agreements	III-35
Commercial Paper	III-35
Foreign Securities	III-35
Emerging Markets	III-36
Brazil	III-36
Certain Asian Emerging Market Countries	III-37
India	III-37
Depositary Receipts and New York Shares	III-39
Sovereign Debt Obligations	III-39
Eurodollar and Yankee Dollar Investments	III-41
Investment Companies	III-41
Private Investment Funds	III-41
Exchange-Traded Funds (ETFs)	III-42
Exchange-Traded Notes	III-42
Derivatives	III-42
Futures Transactions	III-45
Options	III-46
Swap Transactions	III-47
Credit Linked Securities	III-49
Credit Derivatives	III-49
Structured Securities and Hybrid Instruments	III-50
Participatory Notes	III-50
Custodial Receipts	III-50
Combined Transactions	III-51
Future Developments	III-51
Foreign Currency Transactions	III-51
Commodities	III-52
Short-Selling	III-53
Lending Portfolio Securities	III-53
Borrowing Money	III-53
Borrowing Money for Leverage	III-54
Reverse Repurchase Agreements	III-54
Forward Commitments	III-54
Forward Roll Transactions	III-54
Illiquid Securities	III-55
Illiquid Securities Generally	III-55

Section 4(2) Paper and Rule 144A Securities	III-55
Non-Diversified Status	III-55
Investments in the Technology Sector	III-56
Investments in the Real Estate Sector	III-56
Investments in the Natural Resources Sector	III-56
Money Market Funds	III-57
Ratings of Securities	III-57
Treasury Securities	III-57
U.S. Government Securities	III-57
Repurchase Agreements	III-58
Bank Obligations	III-58
Bank Securities	III-59
Floating and Variable Rate Obligations	III-59
Participation Interests	III-60
Asset-Backed Securities	III-60
Commercial Paper	III-60
Investment Companies	III-60
Foreign Securities	III-60
Municipal Securities	III-60
Derivative Products	III-61
Stand-By Commitments	III-61
Taxable Investments (municipal or other tax-exempt funds only)	III-61
Illiquid Securities	III-61
Borrowing Money	III-61
Reverse Repurchase Agreements	III-61
Forward Commitments	III-61
Interfund Borrowing and Lending Program	III-61
Lending Portfolio Securities	III-62
RATING CATEGORIES	III-62
S&P	III-62
Long-Term Issue Credit Ratings	III-62
Short-Term Issue Credit Ratings	III-63
Municipal Short-Term Note Ratings Definitions	III-64
Moody's	III-64
Long-Term Obligation Ratings and Definitions	III-64
Short-Term Ratings	III-65
U.S. Municipal Short-Term Debt and Demand Obligation Ratings	III-65
Fitch	III-66
Corporate Finance Obligations — Long-Term Rating Scales	III-66
Structured, Project & Public Finance Obligations — Long-Term Rating Scales	III-67
Short-Term Ratings Assigned to Obligations in Corporate, Public and Structured Finance	III-67
DBRS	III-68
Long Term Obligations	III-68
Commercial Paper and Short Term Debt	III-68
ADDITIONAL INFORMATION ABOUT THE BOARD	III-69
Boards' Oversight Role in Management	III-69
Board Composition and Leadership Structure	III-70
Additional Information About the Boards and Their Committees	III-70
MANAGEMENT ARRANGEMENTS	III-70
The Manager	III-70
Sub-Advisers	III-71
Portfolio Allocation Manager	III-72
Portfolio Managers and Portfolio Manager Compensation	III-72
Certain Conflicts of Interest with Other Accounts	III-78

Code of Ethics	III-79
Distributor	III-79
Transfer and Dividend Disbursing Agent and Custodian	III-80
DETERMINATION OF NAV	III-80
Valuation of Portfolio Securities (funds other than money market funds)	III-80
Valuation of Portfolio Securities (money market funds only)	III-81
Calculation of NAV	III-81
Expense Allocations	III-82
NYSE and Transfer Agent Closings	III-82
ADDITIONAL INFORMATION ABOUT DIVIDENDS AND DISTRIBUTIONS	III-82
Funds Other Than Money Market Funds	III-82
Money Market Funds	III-83
TAXATION	III-83
Taxation of the Funds	III-83
Taxation of Fund Distributions (Funds Other Than Municipal or Other Tax-Exempt Funds)	III-85
Sale, Exchange or Redemption of Shares	III-86
PFICs	III-87
Non-U.S. Taxes	III-87
Foreign Currency Transactions	III-88
Financial Products	III-88
Payments with Respect to Securities Loans	III-88
Securities Issued or Purchased at a Discount and Payment-in-Kind Securities	III-88
Inflation-Indexed Treasury Securities	III-88
Certain Higher-Risk and High Yield Securities	III-89
Funds Investing in Municipal Securities (Municipal or Other Tax-Exempt Funds)	III-89
Investing in Mortgage Entities	III-90
Tax-Exempt Shareholders	III-90
Backup Withholding	III-90
Foreign (Non-U.S.) Shareholders	III-90
The Hiring Incentives to Restore Employment Act	III-92
Possible Legislative Changes	III-92
Other Tax Matters	III-92
PORTFOLIO TRANSACTIONS	III-93
Trading the Funds' Portfolio Securities	III-93
Soft Dollars	III-95
IPO Allocations	III-96
Disclosure of Portfolio Holdings	III-96
SUMMARY OF THE PROXY VOTING POLICY, PROCEDURES AND GUIDELINES OF THE DREYFUS FAMILY OF FUNDS	III-97
ADDITIONAL INFORMATION ABOUT THE FUNDS' STRUCTURE; FUND SHARES
AND VOTING RIGHTS	III-98
Massachusetts Business Trusts	III-98
Fund Shares and Voting Rights	III-98
GLOSSARY	III-99

PART I

BOARD INFORMATION

Information About Each Board Member's Experience, Qualifications, Attributes or Skills

Board members for the funds, together with information as to their positions with the funds, principal occupations and other board memberships during the past five years, are shown below. The address of each board member is 200 Park Avenue, New York, New York 10166.

Independent Board Members

Name Year of Birth Position1	Principal Occupation During Past 5 Years	Other Public Company Board Memberships During Past 5 Years
Joseph S. DiMartino 1943 Chairman of the Board	Corporate Director and Trustee	CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997 - present) The Newark Group, a provider of a national market of paper recovery facilities, paperboard mills and paperboard converting plants, Director (2000 - 2010) Sunair Services Corporation, a provider of certain outdoor-related services to homes and businesses, Director (2005 - 2009)
Clifford L. Alexander, Jr. 1933 Board Member	President of Alexander & Associates, Inc., a management consulting firm (1981 - present)	N/A
Whitney I. Gerard 1934 Board Member	Partner in the law firm of Chadbourne & Parke LLP	N/A
Nathan Leventhal 1943 Board Member	Chairman of the Avery Fisher Artist Program (1997 - present) Commissioner, NYC Planning Commission (2007 - 2011)	Movado Group, Inc., Director (2003 - present)
George L. Perry 1934 Board Member	Economist and Senior Fellow at The Brookings Institution	N/A
Benaree Pratt Wiley 1946 Board Member	Principal, The Wiley Group, a firm specializing in strategy and business development (2005 - present)	CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (2008 - present)

¹Each of the Independent Board Members serves on the board's audit, nominating, compensation and litigation committees.

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Interested Board Member¹

Name Year of Birth Position2	Principal Occupation During Past 5 Years	Other Public Company Board Memberships During Past 5 Years
Gordon J. Davis 1941 Board Member	Partner in the law firm of Venable LLP (2012 - present) Partner in the law firm of Dewey & LeBoeuf LLP (1994 - 2012)	Consolidated Edison, Inc., a utility company, Director (1997 - present) The Phoenix Companies, Inc., a life insurance company, Director (2000 - present)

¹Mr. Davis is deemed to be an Interested Board Member of DIGF, WDMMF and DTCF as a result of his affiliation with Venable LLP, which provides legal services to these funds.

²Mr. Davis serves on the audit, nominating, compensation and litigation committees for each fund except DIGF, WDMMF and DTCF.

The following table shows the year each board member joined each fund's board.

	Independent Board Members						Interested Board Member
Fund	Joseph S. DiMartino	Clifford L. Alexander	Whitney I. Gerard	Nathan Leventhal	George L. Perry	Benaree Pratt Wiley	Gordon J. Davis
ICAF	2002	2002	2003	2009	2003	2009	2012
IPMMF	1997	1997	2003	2009	2003	2009	2012
IRF	2008	2008	2008	2009	2008	2009	2012
DIGF	1995	2003	1993	2009	1992	2009	2012
DLA	1995	2003	1973	2009	1989	2009	2012
DOF	2000	2000	2003	2009	2003	2009	2012
PSIMBF	1995	2003	1989	2009	1990	2009	2012
SIGF	1995	2003	1989	2009	1990	2009	2012
WDMMF	1995	2003	1989	2009	1990	2009	2012
DF	1995	2003	1973	2009	1989	2009	2012
DTCF	1995	1981	2003	2009	2003	2009	2012

Each board member has been a Dreyfus Family of Funds board member for over ten years. Additional information about each board member follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each board member possesses which the board believes has prepared them to be effective board members. The board believes that the significance of each board member's experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one board member may not have the same value for another) and that these factors are best evaluated at the board level, with no single board member, or particular factor, being indicative of board effectiveness. However, the board believes that board members need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; the board believes that its members satisfy this standard. Experience relevant to having this ability may be achieved through a board member's educational background; business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the board for the funds) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. The charter for the board's nominating committee contains certain other

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factors considered by the committee in identifying and evaluating potential board member nominees. To assist them in evaluating matters under federal and state law, the board members are counseled by their independent legal counsel, who participates in board meetings and interacts with the Manager, and also may benefit from information provided by the Manager's counsel; counsel to the funds and to the board have significant experience advising funds and fund board members. The board and its committees have the ability to engage other experts as appropriate. The board evaluates its performance on an annual basis.

Independent Board Members

·Joseph S. DiMartino – Mr. DiMartino has been the Chairman of the Board of the funds in the Dreyfus Family of Funds for over 15 years. From 1971 through 1994, Mr. DiMartino served in various roles as an employee of Dreyfus (prior to its acquisition by a predecessor of BNY Mellon in August 1994 and related management changes), including portfolio manager, President, Chief Operating Officer and a director. He ceased being an employee or director of Dreyfus by the end of 1994. From July 1995 to November 1997, Mr. DiMartino served as Chairman of the Board of The Noel Group, a public buyout firm; in that capacity, he helped manage, acquire, take public and liquidate a number of operating companies. From 1986 to 2010, Mr. DiMartino served as a Director of the Muscular Dystrophy Association.

·Clifford L. Alexander – Mr. Alexander is the President of Alexander & Associates, Inc., a management consulting firm. Prior to forming Alexander & Associates, Inc., Mr. Alexander served as chairman of the U.S. Equal Employment Opportunity Commission from 1967 to 1969 and as Secretary of the Army from 1977 through 1981 and before that was a partner in the law firm of Verner, Liipfert, Bernhard, McPherson, and Alexander. Mr. Alexander has been a Director of Mutual of America Life Insurance Company since 1989.

·Whitney I. Gerard – Mr. Gerard is a partner in the law firm of Chadbourne & Parke LLP, where his practice focuses on the representation and counseling of international companies and individuals doing business and/or engaged in litigation in the United States.

·Nathan Leventhal – Mr. Leventhal was previously a Commissioner of the New York City Planning Commission. Previously, Mr. Leventhal served in a number of senior positions in New York City Government, including Fiscal Director of the Human Resources Administration and Chief of Staff to Mayor John V. Lindsay, Deputy Mayor to Mayor Ed Koch, and Transition Chairman for both Mayors David Dinkins and Michael Bloomberg. Mr. Leventhal is a former partner in the law firm Poletti Freidin Prashker Feldman & Gartner. In the not-for-profit sector, Mr. Leventhal served for 17 years as President of Lincoln Center for the Performing Arts, where he is now President Emeritus and Chairman of the Avery Fisher Artist Program.

·George L. Perry – Dr. Perry is an Economist and Senior Fellow at The Brookings Institution. Dr. Perry was the founder and long time director of the Brookings Panel on Economic Activity and editor of its journal, the Brookings Papers. Dr. Perry is a Director Emeritus of and a consultant to the State Farm Mutual Automobile Association and State Farm Life Insurance Company. Prior to joining the Brookings Institution, Dr. Perry served as the Senior Economist to the President's Council of Economic Advisers and was a professor of economics at the University of Minnesota.

·Benaree Pratt Wiley – Ms. Wiley is a Principal of The Wiley Group, a firm specializing in personnel strategy, talent management and leadership development primarily for global insurance and consulting firms. Prior to that, Ms. Wiley served as the President and Chief Executive Officer of The Partnership, Inc., a talent management organization for multicultural professionals in the greater Boston region. Ms. Wiley currently serves on the board of Blue Cross Blue Shield of Massachusetts and is chair of the advisory board of PepsiCo African-American, and she has served on the boards of several public companies and charitable organizations.

Interested Board Member

·Gordon J. Davis – Mr. Davis is a partner in the law firm of Venable LLP where his practice focuses on complex real estate, land use development and related environmental matters; state and municipal authorities and financings; and cultural and not-for-profit organizations. Prior to joining the firm in 2012, Mr. Davis served as a partner in the law firm of Dewey & LeBoeuf LLP from 1994 until 2012. Mr. Davis also served as a Commissioner and member of the New York City Planning Commission, and as Commissioner of Parks and

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Recreation for the City of New York. Mr. Davis was a co-founder of the Central Park Conservancy and the founding Chairman of Jazz at the Lincoln Center for the Performing Arts in New York City. He has also served as President of Lincoln Center. Mr. Davis also served on the board of Dreyfus (prior to its acquisition by a predecessor of BNY Mellon in August 1994 and related management changes). He currently serves as a Director of The Phoenix Companies, Inc., a life insurance company.

Committee Meetings

The boards' audit, nominating, compensation, litigation and pricing committees met during the funds' last fiscal years as indicated below:

Fund	Audit	Nominating	Compensation	Litigation	Pricing
ICAF	4	1	0	0	0
IPMMF	4	0	0	0	0
IRF	4	1	0	0	0
DIGF	4	1	0	0	0
DLA	4	1	0	0	0
DOF	4	1	0	0	1
PSIMBF	4	0	0	0	0
SIGF	4	1	0	0	0
WDMMF	4	1	0	0	0
DF	4	1	0	0	0
DTCF	4	1	0	0	0

Board Members' and Officers' Fund Share Ownership

The table below indicates the dollar range of each board member's ownership of fund shares and shares of other funds in the Dreyfus Family of Funds for which he or she is a board member, in each case as of December 31, 2012.

	Independent Board Members						Interested Board Member
Fund	Joseph S. DiMartino	Clifford L. Alexander	Whitney I. Gerard	Nathan Leventhal	George L. Perry	Benaree Pratt Wiley	Gordon J. Davis
DICAF	None	None	None	None	None	None	None
DIPMMF	None	None	None	None	None	None	None
DIPPMMF	None	None	None	None	None	None	None
DIRMF	None	None	None	None	None	None	None
DIRTF	None	None	None	None	None	None	None
DIRTPF	None	None	None	None	None	None	None
DIASF	None	None	None	None	None	None	None
DITIF	None	None	None	None	None	None	None
DSTIF	None	None	None	None	None	None	None
DLA	None	None	$50,001-$100,000	None	None	None	None
DNRF	None	None	None	None	None	None	None
DSIMBF	None	None	None	None	None	None	None
SIGF	None	None	None	None	None	None	None
WDMMF	None	None	$1,001-$10,000	None	None	None	None
DF	None	None	$1,001-$10,000	$1,001-$10,000	Over $100,000	None	None

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	Independent Board Members						Interested Board Member
Fund	Joseph S. DiMartino	Clifford L. Alexander	Whitney I. Gerard	Nathan Leventhal	George L. Perry	Benaree Pratt Wiley	Gordon J. Davis
DTCF	None	None	None	None	None	None	None
Aggregate holdings of funds in the Dreyfus Family of Funds for which responsible as a board member	Over $100,000	None	Over $100,000	Over $100,000	Over $100,000	$50,001-$100,000	$50,001-$100,000

Board members and officers, as a group, owned less than 1% of each class of each fund's voting securities outstanding on April 8, 2013.

As of December 31, 2012, none of the board members or their immediate family members owned securities of the Manager, any Sub-Advisers, the Distributor or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Manager, any Sub-Advisers or the Distributor.

Board Members' Compensation

Annual retainer fees and meeting attendance fees are allocated among the funds on the basis of net assets, with the Chairman of the Boards, Joseph S. DiMartino, receiving an additional 25% of such compensation. The funds reimburse board members for their expenses. The funds do not have a bonus, pension, profit-sharing or retirement plan. Each emeritus board member is 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 fees and expenses* received from the funds by each current board member for the funds' last fiscal years, and by all funds in the Dreyfus Family of Funds for which such person was a board member during 2012, were as follows:

	Independent Board Members
Fund	Joseph S. DiMartino	Clifford L. Alexander	Whitney I. Gerard	Nathan Leventhal	George L. Perry	Benaree Pratt Wiley
ICAF	$100,357	$80,102	$80,102	$80,102	$80,102	$80,102
IPMMF	$40,038	$32,030	$32,030	$32,030	$32,030	$32,030
IRF	$22,812	$18,251	$18,251	$18,206	$18,022	$17,617
DIGF	$7,273	$5,817	$5,817	$5,817	$5,817	$5,817
DLA	$13,378	$10,703	$10,703	$10,663	$10,650	$10,417
DOF	$115	$91	$91	$91	$91	$91
PSIMBF	$2,017	$1,614	$1,614	$1,614	$1,614	$1,614
SIGF	$697	$558	$558	$558	$558	$514
WDMMF	$1,540	$1,230	$1,230	$1,227	$1,212	$1,230
DF	$4,698	$3,759	$3,519	$3,751	$3,759	$3,436
DTCF	$997	$801	$801	$801	$801	$801

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	Independent Board Members
Fund	Joseph S. DiMartino	Clifford L. Alexander	Whitney I. Gerard	Nathan Leventhal	George L. Perry	Benaree Pratt Wiley
Total compensation from the funds and fund complex (**)	$1,088,750.00 (163)	$351,250.00 (45)	$192,750.00 (25)	$320,500.00 (43)	$167,500.00 (25)	$355,622.67 (66)

	Interested Board Member	Emeritus Board Members
Fund	Gordon J. Davis	David W. Burke	Arthur A. Hartman
ICAF	$0	$68,441	$26,223
IPMMF	$0	$29,727	$11,126
IRF	$4,781	$10,191	$6,014
DIGF	$0	$4,248	$1,955
DLA	$1,084	$6,795	$3,760
DOF	$4	$65	$32
PSIMBF	$0	$1,614	$564
SIGF	$131	$317	$189
WDMMF	$237	$816	$425
DF	$1,152	$1,989	$1,266
DTCF	$0	$661	$291
Total compensation from the funds and fund complex (**)	$209,167 (65)***	$258,375.00 (81)	$55,000.00 (25)

*Amounts shown do not include the cost of office space, secretarial services and health benefits for the Chairman of the Boards and expenses reimbursed to board members for attending board meetings.

**Represents the number of separate portfolios comprising the investment companies in the fund complex, including the funds, for which the board member served in 2012.

***As of December 31, 2012. From January 1, 2012 until August 31, 2012, Mr. Davis was a board member of 42 portfolios. Mr. Davis' board memberships changed as of September 1, 2012 following his resignation from the boards for certain funds and his election to the current boards on which he serves.

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OFFICERS

Name Year of Birth Position1 Since	Principal Occupation During Past 5 Years	Number of Other Investment Companies (Portfolios) for which serves as an Officer (all managed by the Manager)
Bradley J. Skapyak 1958 President 2010	Chief Operating Officer and a director of the Manager since June 2009; from April 2003 to June 2009, head of the Investment Accounting and Support Department of the Manager	67 (142)
J. Charles Cardona2 1955 Executive Vice President 2002	President and a Director of the Manager, Executive Vice President of the Distributor, President of Dreyfus Institutional Services Division	12 (19)
James Windels3 1958 Treasurer 2001	Director – Mutual Fund Accounting of the Manager	68 (168)
John Pak 1968 Chief Legal Officer 2013	Chief Legal Officer of the Manager and Associate General Counsel and Managing Director of BNY Mellon since August 2012; from March 2005 to July 2012, Managing Director of Deutsche Bank, Deputy Global Head of Deutsche Asset Management Legal and Regional Head of Deutsche Asset Management Americas Legal	68 (168)
Janette E. Farragher 1962 Vice President and Secretary 2011	Assistant General Counsel of BNY Mellon	68 (168)
Kiesha Astwood 1973 Vice President and Assistant Secretary 2010	Counsel of BNY Mellon	68 (168)
James Bitetto 1966 Vice President and Assistant Secretary 2005	Senior Counsel of BNY Mellon	68 (168)
Joni Lacks Charatan 1955 Vice President and Assistant Secretary 2005	Senior Counsel of BNY Mellon	68 (168)
Joseph M. Chioffi 1961 Vice President and Assistant Secretary 2005	Senior Counsel of BNY Mellon	68 (168)

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Name Year of Birth Position1 Since	Principal Occupation During Past 5 Years	Number of Other Investment Companies (Portfolios) for which serves as an Officer (all managed by the Manager)
John B. Hammalian 1963 Vice President and Assistant Secretary 2005	Senior Managing Counsel of BNY Mellon	68 (168)
Robert R. Mullery 1952 Vice President and Assistant Secretary 2005	Managing Counsel of BNY Mellon	68 (168)
Jeff S. Prusnofsky 1965 Vice President and Assistant Secretary 2005	Senior Managing Counsel of BNY Mellon	68 (168)
Richard S. Cassaro 1959 Assistant Treasurer 2008	Senior Accounting Manager – Money Market and Municipal Bond Funds of the Manager	68 (168)
Gavin C. Reilly 1968 Assistant Treasurer 2005	Tax Manager of the Investment Accounting and Support Department of the Manager	68 (168)
Robert S. Robol4 1964 Assistant Treasurer 2002	Senior Accounting Manager – Fixed Income Funds of the Manager	68 (168)
Robert Salviolo 1967 Assistant Treasurer 2007	Senior Accounting Manager – Equity Funds of the Manager	68 (168)
Robert Svagna5 1967 Assistant Treasurer 2002	Senior Accounting Manager – Equity Funds of the Manager	68 (168)
Matthew D. Connolly 1972 Anti-Money Laundering Compliance Officer 2012	Anti-Money Laundering Compliance Officer of the Distributor since October 2011; from March 2010 to September 2011, Global Head, KYC Reviews and Director, UBS Investment Bank; until March 2010, AML Compliance Officer and Senior Vice President, Citi Global Wealth Management	64 (164)
Joseph W. Connolly 1957 Chief Compliance Officer 2004	Chief Compliance Officer of the Manager and the Dreyfus Family of Funds	68 (168)

¹With respect to IRF, each officer has held his or her respective position with the fund since 2008, except for Bradley Skapyak and Matthew Connolly and Mmes. Farragher and Astwood, whose dates are as shown above.

²Mr. Cardona is an officer with respect to IRF, IPMMF and ICAF only, a position he has held since 2000 with respect to IPMMF, 2002 with respect to ICAF, and 2008 with respect to IRF.

³With respect to ICAF, Mr. Windels has held the position with the fund since 2002.

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⁴Mr. Robol has held this position since 2002 with respect to DF and DLA, 2003 with respect to WDMMF and DICAF, and 2005 with respect to DTCF, DOF, SIGF, DF, DIGF, IPMMF and PSIMBF.

⁵Mr. Svagna has held this position since 2002 with respect to DOF, PSIMBF, DTCF and DF, and 2005 with respect to WDMMF, IPMMF, DIGF, DLA and SIGF.

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

CERTAIN PORTFOLIO MANAGER INFORMATION

(not applicable to money market funds)

The following table lists the funds' portfolio managers, if any, who are in addition to the primary portfolio managers listed in the prospectus. See the prospectus for a list of, and certain other information regarding, the primary portfolio manager(s) for your fund.

Fund	Additional Portfolio Managers
DIASF	N/A
DITIF	N/A
DSTIF	N/A
DNRF	N/A
DSIMBF	N/A
SIGF	N/A
DF	N/A
DTCF	N/A

The following table lists the number and types of accounts (including the funds) advised by each fund's primary portfolio manager(s) and assets under management in those accounts as of the end of the last fiscal year of the funds they manage. If a portfolio manager is a primary portfolio manager for multiple funds with different fiscal year ends, information is provided as of the most recent last fiscal year end of the relevant funds.

Primary Portfolio Manager	Registered Investment Companies	Total Assets Managed	Other Pooled Investment Vehicles	Total Assets Managed	Other Accounts	Total Assets Managed
Robert Bayston	6	$1.4B	4	$157.8M	59	$8.8B
C. Wesley Boggs	10	$1.4B	11	$612.0M	61	$7.0B
David Bowser	5	$1.7B	5	$721.1M	151	$16.5B
Jeffrey Burger	3	$2.0B	0	N/A	69	$905.2M
Thomas Casey	6	$3.1B	0	N/A	181	$2.3B
Warren Chiang	10	$1.4B	11	$612.0M	61	$7.0B
Sean P. Fitzgibbon	18	$5.4B	5	$374.1M	22	$1.8B
Ronald Gala	10	$1.4B	11	$612.0M	61	$7.0B
David Horsfall	7	$2.1B	7	$1.2B	153	$19.5B
Barry K. Mills	10	$3.5B	2	$28.3M	14	$1.1B
Nate Pearson	3	$596.3M	0	N/A	0	N/A
David Sealy	10	$3.5B	2	$28.3M	14	$1.1B
Elizabeth Slover	10	$3.7B	2	$25.3M	13	$1.0B
Robin Wehbe	10	$3.7B	2	$25.3M	13	$1.0B

The following table provides information on accounts managed (included within the table above) by each primary portfolio manager that are subject to performance-based advisory fees. If a portfolio manager is a primary portfolio manager for multiple funds with different fiscal year ends, information is provided as of the most recent last fiscal year of the relevant funds.

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Primary Portfolio Manager	Type of Account	Number of Accounts	Total Assets of Accounts
Robert Bayston	None	N/A	N/A
C. Wesley Boggs	Other Pooled Investment Vehicles	1	$78.0M
	Other Accounts	10	$1.5B
David Bowser	None	N/A	N/A
Jeffrey Burger	None	N/A	N/A
Thomas Casey	None	N/A	N/A
Warren Chiang	Other Pooled Investment Vehicles	1	$78.0M
	Other Accounts	10	$1.5B
Sean P. Fitzgibbon	Other Accounts	2	$66.6M
Ronald Gala	Other Pooled Investment Vehicles	1	$78.0M
	Other Accounts	10	$1.5B
David Horsfall	None	N/A	N/A
Barry K. Mills	None	N/A	N/A
Nate Pearson	None	N/A	N/A
David Sealy	None	N/A	N/A
Elizabeth Slover	None	N/A	N/A
Robin Wehbe	None	N/A	N/A

The following table lists the dollar range of fund shares beneficially owned by the primary portfolio manager(s) as of the end of the fund's last fiscal year.

Primary Portfolio Manager	Fund	Dollar Range of Fund Shares Beneficially Owned
Robert Bayston	DIASF	None
	SIGF	None
C. Wesley Boggs	DTCF	None
David Bowser	DSTIF	None
	DITIF	None
Jeffrey Burger	DSIMBF	None
Thomas Casey	DSIMBF	None
Warren Chiang	DTCF	None
Sean P. Fitzgibbon	DF	$10,001-$50,000
Ronald Gala	DTCF	None
David Horsfall	DIASF	None
	DITIF	None
	DSTIF	None
Barry K. Mills	DF	None
Nate Pearson	DIASF	None
	SIGF	None
David Sealy	DF	$1-$10,000
Elizabeth Slover	DNRF	None
Robin Wehbe	DNRF	None

MANAGER'S COMPENSATION

For each fund's last three fiscal years, the management fees payable by the fund, the reduction, if any, in the amount of the fee paid due to fee waivers and/or expense reimbursements by the Manager and the net fees paid by the fund were as follows:

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	2012 Fiscal Year						2011 Fiscal Year					2010 Fiscal Year
Fund	Fee payable		Reduction in fee		Net fee paid		Fee payable	Reduction in fee		Net fee paid		Fee payable	Reduction in fee	Net fee paid
DICAF		$41,866,154		$759,599		$41,106,555			$52,249,752		$1,211,381		$51,038,371	$36,970,123	$589,263	$36,380,860
DIPMMF		$10,147,226		$268,964		$9,878,262			$10,653,595		$176,822		$10,476,773	$8,776,757	$0	$8,776,757
DIPPMMF		$1,158,101		$1,158,101		$0			$944,691		$944,691		$0	$799,200	$799,200	$0
DIRMF		$4,307,122		$84,720		$4,222,402			$7,199,375		$85,530		$7,113,845	$12,486,379	$2,228,349	$10,258,030
DIRTF		$1,756,683		$87,865		$1,668,818			$2,021,092		$676,757		$1,344,335	$2,865,093	$2,865,093	$0
DIRTPF		$1,184,450		$651,403		$533,047			$1,360,273		$768,729		$591,544	$1,346,866	$1,047,107	$299,759
DIASF		$938,177		$0		$938,177			$585,505		$0		$585,505	$303,723	$46,265	$257,458
DITIF		$5,072,250		$0		$5,072,250			$5,353,661		$0		$5,353,661	$5,595,822	$0	$5,595,822
DSTIF		$1,294,966		$0		$1,294,966			$1,287,343		$0		$1,287,343	$1,168,097	$0	$1,168,097
DLA1		$11,567,285		$11,437,508		$129,777			$22,019,827		$20,153,414		$1,866,413	$21,671,729	$18,859,815	$2,811,914
DNRF		$190,499		$59,095		$131,404			$231,609		$5,819		$225,790	$210,386	$0	$210,386
DSIMBF		$2,739,028		$0		$2,739,028			$2,942,552		$0		$2,942,552	$2,118,502	$0	$2,118,502
SIGF		$751,962		$51,059		$700,903			$871,236		$0		$871,236	$1,033,639	$0	$1,033,639
WDMMF		$1,657,813		$0		$1,657,813			$2,218,759		$2,218,759		$0	$2,860,037	$2,860,037	$0
DF2		$6,573,652		$0		$6,573,652			$6,637,722		$0		$6,637,722	$6,295,298	$0	$6,295,298
DTCF		$1,867,112		$0		$1,867,112			$1,859,300		$0		$1,859,300	$1,783,604	$0	$1,783,604

¹As compensation for its services to the fund, the fund has agreed to pay the Manager a monthly management fee, as a percentage of the fund's average daily net assets, at the following annual rate: .50 up to $1.5 billion; .48 between $1.5 billion and $2 billion; .47 between $2 billion and $2.5 billion; and .45 over $2.5 billion.

²As compensation for its services to the fund, the fund has agreed to pay the Manager a monthly management fee, as a percentage of the fund's average daily net assets, at the following annual rate: .65 up to $1.5 billion; .625 between $1.5 billion and $2 billion; .60 between $2 billion and $2.5 billion; and ..55 over $2.5 billion.

SALES LOADS, CDSCS AND DISTRIBUTOR'S COMPENSATION

The following table lists, for each of the last three fiscal years, the total commissions on sales of Class A shares (sales loads) and the total CDSCs on redemptions of all classes of shares (as applicable), along with corresponding amounts of each retained by the Distributor.

Fund		2012 Fiscal Year	2011 Fiscal Year	2010 Fiscal Year
DITIF	Total commissions (A shares)	$32,620	$34,158	$39,818
	Commission amount retained	$12,118	$337	$11,669
	Total CDSCs	$10,675	$21,042	$31,947
	CDSC amount retained	$10,675	$21,042	$31,947
DSTIF	Total commissions (A shares)	N/A	N/A	N/A
	Commission amount retained	N/A	N/A	N/A
	Total CDSCs	$34	$976	$2,918
	CDSC amount retained	$34	$976	$2,918
DNRF	Total commissions (A shares)	$19,687	$12,221	$17,806
	Commission amount retained	$4,106	$9,480	$6,639
	Total CDSCs	$258	$1,254	$2,154
	CDSC amount retained	$258	$1,254	$2,154
DSIMBF	Total commissions (A shares)	$5,584	$20,483	$78,054
	Commission amount retained	$2,951	$19,165	$14,976
	Total CDSCs	$0	$27	$3,271
	CDSC amount retained	$0	$27	$159

I-11

Fund		2012 Fiscal Year	2011 Fiscal Year	2010 Fiscal Year
DTCF	Total commissions (A shares)	$7,984	$2,815	$3,881
	Commission amount retained	$5,266	$2,332	$3,070
	Total CDSCs	$984	$3,231	$3,271
	CDSC amount retained	$984	$3,231	$3,271

The amounts paid by each fund to the Distributor under the fund's Plan or Plans, as applicable, for services described in Part II of this SAI under "Distribution Plans, Service Plans and Shareholder Services Plans" for the fund's last fiscal year were as follows:

Fund	Plan	Class	Amount
DICAF	Service Plan (12b-1)	Administrative Advantage	$514,519
		Participant Advantage	$980,131
		Investor Advantage	$37,076
DIPMMF	Service Plan (12b-1)	Reserve	$545,676
DIPPMMF	None	N/A	N/A
DIRMF	Service Plan (12b-1)	Hamilton	$779,011
		Agency	$25,326
		Premier	$529,377
		Classic	$226,135
DIRTF	Service Plan (12b-1)	Hamilton	$66,963
		Agency	$4,794
		Premier	$2,407,369
		Classic	$989,277
DIRTPF	Service Plan (12b-1)	Hamilton	$26,412
		Premier	$782,829
DIASF	Shareholder Services Plan	Investor	$135,834
DITIF	Distribution Plan	Class C	$315,729
	Shareholder Services Plan	Class A	$2,559,822
		Class C	$105,243
DSTIF	Shareholder Services Plan	Class D	$514,692
		Class P	$2,880
DLA	Shareholder Services Plan	Class 1	$1,987,289
DNRF	Distribution Plan	Class C	$34,092
	Shareholder Services Plan	Class A	$44,722
		Class C	$11,364
DSIMBF	Service Plan (12b-1)	Class D	$471,918
	Shareholder Services Plan	Class A	$109,375

I-12

Fund	Plan	Class	Amount
SIGF	Shareholder Services Plan		$126,209
WDMMF	Shareholder Services Plan		$715,083
DTCF	Distribution Plan	Class C	$22,974
	Shareholder Services Plan	Class A	$36,721
		Class C	$7,658
		Class Z	$237,585

OFFERING PRICE

(Class A shares only)

Set forth below is an example of the method of computing the offering price of each fund's Class A shares, if applicable. The example assumes a purchase of Class A shares aggregating less than $50,000 subject to the schedule of sales charges set forth in the fund's prospectus at a price based upon the NAV of a Class A share at the close of business on the last business day of the fund's last fiscal year. Certain purchases are not subject to a sales charge or are subject to a different sales charge than the one shown below. See the prospectus and "How to Buy Shares" in Part II of this SAI.

Fund	NAV Per Share	Sales Charge as a Percentage of Offering Price and NAV Per Share	Per Share Sales Charge	Per Share Offering Price to Public
DITIF	$14.08	4.50% of offering price (4.71% of NAV per share)	$0.66	$14.74
DNRF	$26.27	5.75% of offering price (6.10% of NAV per share)	$1.60	$27.87
DSIMBF	$13.28	2.5% of offering price (2.6% of NAV per share)	$0.34	$13.62
DTCF	$10.24	5.75% of offering price (6.10% of NAV per share)	$0.62	$10.86

RATINGS OF MUNICIPAL BONDS

The average distribution of investments (at value) in Municipal Bonds (including notes) by ratings for the last fiscal year, computed on a monthly basis, for each fund that focuses its investments in Municipal Bonds was as follows:

Fitch	Moody's	S&P	DSIMBF
AAA	Aaa	AAA	20.0%
AA	Aa	AA	46.2%
A	A	A	27.0%
BBB	Baa	BBB	5.3%
BB	Ba	BB	0.0%
B	B	B	0.1%
CCC	Caa	CCC	0.0%
CC	Ca	CC	0.0%
F-1/F-1+	VMIG 1/MIG 1/P-1	SP-1/A-1	1.2%
Not Rated	Not Rated	Not Rated	0.2%1
Total			100.0%

I-13

¹Those securities which are not rated have been determined by the Manager to be of comparable quality to

securities in the rating category BBB/Baa (0.2%).

RATINGS OF CORPORATE DEBT SECURITIES

The average distribution of investments (at value) in corporate debt securities (excluding any preferred stock, convertible preferred stock or convertible bonds) by ratings for the last fiscal year, computed on a monthly basis, for each fund that focuses its investments in corporate debt securities was as follows:

Fitch	Moody's	DITIF	DSTIF
AAA	Aaa	90.4%	68.0%
AA	Aa	2.9%	4.0%
A	A	13.0%	12.7%
BBB	Baa	17.0%	14.2%
BB	Ba	2.2%	2.0%
B	B	0.9%	0.2%
CCC	Caa	0.0%	0.0%
Not Rated	Not Rated	0.0%	0.0%
Total		126.4%	101.1%

SECURITIES OF REGULAR BROKERS OR DEALERS

A fund may acquire securities issued by one or more of its "regular brokers or dealers," as defined in Rule 10b-1 under the 1940 Act. Rule 10b-1 provides that a "regular broker or dealer" is one of the ten brokers or dealers that, during the fund's last fiscal year: (1) received the greatest dollar amount of brokerage commissions from participating, either directly or indirectly, in the fund's portfolio transactions, (2) engaged as principal in the largest dollar amount of the fund's portfolio transactions or (3) sold the largest dollar amount of the fund's securities. The following is a list of the issuers of the securities, and the aggregate value per issuer, of a fund's regular brokers or dealers held by such fund as of the end of its last fiscal year:

Fund	Regular Broker or Dealer	Aggregate Value Per Issuer
DICAF	RBS Securities Inc.	$2,795,000,000
	Barclays Capital Inc.	$1,294,000,000
	Deutsche Bank Securities Inc.	$1,100,000,000
	RABO Securities USA, Inc.	$1,095,000,000
	RBC Capital Markets Corp.	$1,000,000,000
	UBS Securities LLC	$870,000,000
	Bank of Nova Scotia	$800,000,000
	HSBC Securities (USA) Inc.	$310,000,000
DIPMMF	Bank of Tokyo	$450,000,000
	Deutsche Bank Securities Inc.	$450,000,000
	Bank of Nova Scotia	$400,000,000
	Barclays Capital Inc.	$400,000,000
	J.P. Morgan Securities Inc.	$350,000,000
DIPPMMF	RBS Securities Inc.	$200,000,000
	Deutsche Bank Securities Inc.	$50,000,000
	Barclays Capital Inc.	$50,000,000
	CIBC World Markets Corp.	$50,000,000
	HSBC Securities (USA) Inc.	$4,998,000

I-14

Fund	Regular Broker or Dealer	Aggregate Value Per Issuer
DIRMF	RBC Capital Markets Corp.	$300,000,000
	Bank of America NA	$27,000,000
DIRTF	RBS Securities Inc.	$150,000,000
	Citigroup Inc.	$100,000,000
	BNP Paribas Prime Brokerage Inc.	$100,000,000
	Deutsche Bank Securities Inc.	$100,000,000
	Goldman, Sachs & Co.	$90,000,000
DIRTPF	N/A	N/A
DIASF	N/A	N/A
DITIF	J.P. Morgan Securities Inc.	$35,613,000
	Citigroup Inc.	$29,516,000
	Bank of America NA	$19,095,000
	Morgan Stanley	$7,042,000
	UBS Securities LLC	$5,866,000
	Goldman, Sachs & Co.	$5,170,000
	HSBC Securities (USA) Inc.	$4,247,000
	Credit Suisse (USA) Inc.	$664,000
DSTIF	Citigroup Inc.	$8,654,000
	J.P. Morgan Securities Inc.	$5,387,000
	Bank of America NA	$5,013,000
	Goldman, Sachs & Co.	$4,019,000
	Morgan Stanley	$1,881,000
	HSBC Securities (USA) Inc.	$971,000
	Credit Suisse (USA) Inc.	$313,000
DLA	HSBC Securities (USA) Inc.	$200,000,000
	RBC Capital Markets Corp.	$160,000,000
	Credit Suisse (USA) Inc.	$135,000,000
	Barclays Capital Inc.	$87,000,000
	UBS Securities LLC	$35,000,000
	Bank of America NA	$11,000,000
DNRF	N/A	N/A
DSIMBF	N/A	N/A
SIGF	N/A	N/A
WDMMF	Deutsche Bank Securities Inc.	$60,000,000
	RBS Securities Inc.	$50,000,000
	Barclays Capital Inc.	$14,000,000
	Bank of Nova Scotia	$10,000,000
DF	J.P. Morgan Securities Inc.	$16,455,000

I-15

Fund	Regular Broker or Dealer	Aggregate Value Per Issuer
DTCF	N/A	N/A

COMMISSIONS

The aggregate amounts of commissions paid by each fund for brokerage commissions and spreads or concessions on principal transactions (none of which were paid to affiliates) for its last three fiscal years were as follows:

Fund	2012 Fiscal Year		2011 Fiscal Year		2010 Fiscal Year
	Commissions	Spreads/ Concessions	Commissions	Spreads/ Concessions	Commissions	Spreads/ Concessions
DICAF	$0	$0	$0	$0	$0	$0
DIPMMF	$0	$0	$0	$0	$0	$0
DIPPMMF	$0	$0	$0	$0	$0	$0
DIRMF	$0	$0	$0	$0	$0	$0
DIRTF	$0	$0	$0	$0	$0	$0
DIRTPF	$0	$0	$0	$0	$0	$0
DIASF	$0	$0	$0	$0	$0	$0
DITIF	$6,145	$0	$51,411	$0	$87,442	$0
DSTIF	$8,375	$0	$14,025	$0	$13,023	$0
DLA	$0	$0	$0	$0	$0	$0
DNRF	$15,636	$7,426	$15,949	$10,660	$14,675	$10,181
DSIMBF	$0	$0	$0	$0	$0	$0
SIGF	$242	$0	$258	$0	$332	$0
WDMMF	$0	$0	$0	$0	$0	$0
DF	$697,804	$21,592	$1,176,427	$311,543	$1,107,850	$137,392
DTCF	$162,145	$0	$123,920	$0	$82,163	$0

The following table provides an explanation of any material difference in the commissions or spreads/concessions paid by a fund in either of the two fiscal years preceding the last fiscal year.

Fund	Reason for Any Material Difference in Commissions or Spreads/Concessions
DICAF	N/A
DIPMMF	N/A
DIPPMMF	N/A
DIRMF	N/A
DIRTF	N/A
DIRTPF	N/A
DIASF	N/A
DITIF	The fund's assets have declined over the last three fiscal years.
DSTIF	N/A
DLA	N/A
DNRF	N/A
DSIMBF	N/A
SIGF	N/A
WDMMF	N/A
DF	The fund decreased trading activity from 2011 to 2012.
DTCF	The fund increased trading activity from 2010 to 2012.

I-16

The aggregate amount of transactions during each fund's last fiscal year in securities effected on an agency basis through a broker-dealer for, among other things, research services and the commissions and concessions related to such transactions were as follows:

Fund	Transactions	Related Commissions/Concessions
DIASF	N/A	N/A
DITIF	N/A	N/A
DSTIF	N/A	N/A
DNRF	$17,412,924	$9,857
SIGF	N/A	N/A
DF	$798,791,924	$566,856
DTCF	$179,847,863	$90,115

PORTFOLIO TURNOVER VARIATION
(not applicable to money market funds)

Each fund's portfolio turnover rate for up to five fiscal years is shown in the prospectus. The following table provides an explanation of any significant variation in a fund's portfolio turnover rates over the last two fiscal years (or any anticipated variation in the portfolio turnover rate from that reported for the last fiscal year).

Fund	Reason for Any Significant Portfolio Turnover Rate Variation, or Anticipated Variation
DIASF	N/A
DITIF	The fund increased trading activity as a result of the market environment.
DSTIF	The fund increased trading activity as a result of the market environment.
DNRF	N/A
DSIMBF	N/A
SIGF	N/A
DF	N/A
DTCF	N/A

I-17

SHARE OWNERSHIP

The following persons are known by each fund to own of record 5% or more of the indicated class of the fund's outstanding voting securities. A shareholder who beneficially owns, directly or indirectly, more than 25% of a fund's voting securities may be deemed to "control" (as defined in the 1940 Act) the fund. All information for a fund is as of the date indicated for the first listed class.

Date	Fund	Class	Name & Address	Percent Owned
August 3, 2012	DICAF	Administrative Advantage	Amalgamated Bank Attn: Stephen Erb 275 7th Avenue - 9th Floor New York, NY 10001-6708	73.2136%
			Hare & Co. C/O The Bank of New York Mellon Short Term Investment Funds 111 Sanders Creek Parkway - 2nd Floor East Syracuse, NY 13057-1382	25.2108%
		Participant Advantage	Jefferies & Company, Inc. 34 Exchange Place Plaza III - Suite 705 Jersey City, NJ 07302-3885	66.5055%
			Hare & Co. C/O The Bank of New York Mellon Short Term Investment Funds 111 Sanders Creek Parkway - 2nd Floor East Syracuse, NY 13057-1382	19.3734%
			Wilmington Trust RISC Trustee FBO First National Bank Alaska P.O. Box 52129 Phoenix, AZ 85072-2129	5.9912%
			Eden Capital Partners LP 1980 Post Oak Boulevard - Suite 2280 Houston, TX 77056-3856	5.9558%
		Institutional Advantage	Hare & Co. C/O The Bank of New York Mellon Short Term Investment Funds 111 Sanders Creek Parkway - 2nd Floor East Syracuse, NY 13057-1382	23.1116%
			Bost & Co. C/O Mellon Financial Corporation Attn: Cash Sweep Unit Equity Funds 3 Mellon Center Pittsburgh, PA 15259-0001	19.0891%

I-18

Date	Fund	Class	Name & Address	Percent Owned
		Investor Advantage	Hare & Co. C/O The Bank of New York Mellon Short Term Investment Funds 111 Sanders Creek Parkway - 2nd Floor East Syracuse, NY 13057-1382	60.8761%
			Wells Fargo Bank FBO Various Retirement Plans 1525 West WT Harris Boulevard Charlotte, NC 28288-1076	14.3572%
			Banc of America Securities LLC Money Market Funds Omnibus 200 North College Street - 3rd Floor Charlotte, NC 28202-2191	11.8241%
			Mid Atlantic Trust Company FBO Brewer Science, Inc. 1251 Waterfront Place - Suite 525 Pittsburgh, PA 15222-4228	7.8367%
July 3, 2012	DIPMMF	Prime	Bost & Co. C/O Mellon Bank NA Attn: Cash Sweep 3 Mellon Bank Center Pittsburgh, PA 15259-0001	22.9116%
			UT System Board of Regents 401 Congress Avenue - Suite 2800 Austin, TX 78701	16.7649%
			Kuwait Investment Authority Ministries Complex - Block 3 P.O. Box 64 Safat, Kuwait 13001	12.9353%
			Board of Regents of the University of Texas UTS Fund Active Reserve 135 Santilli Highway Everett, MA 02149-1906	9.2993%
			Board of Regents of the University of Texas PUF Active Reserve 135 Santilli Highway Everett, MA 02149-1906	7.3928%
			Hare & Co. C/O Bank of New York Short Term Investment Funds 111 Sanders Creek Parkway - 2nd Floor East Syracuse, NY 13057-1382	6.6824%

I-19

Date	Fund	Class	Name & Address	Percent Owned
			Board of Regents of the University of Texas MCC Pool Active Reserve 135 Santilli Highway Everett, MA 02149-1906	5.1418%
		Reserve	Comerica Bank 201 West Fort Street - 3rd Floor Detroit, MI 48226	99.9327%
	DIPPMMF		Bost & Co. C/O Mellon Financial Corporation Attn: Cash Sweep Unit Equity Funds 3 Mellon Center Pittsburgh, PA 15259-0001	90.3905%
			Hare & Co. C/O Bank of New York Short Term Investment Funds 111 Sanders Creek Parkway - 2nd Floor East Syracuse, NY 13057-1382	9.6095%
April 8, 2013	DIRMF	Institutional	Hare & Co. C/O Bank of New York Short Term Investment Funds 111 Sanders Creek Parkway - 2nd Floor East Syracuse, NY 13057-1382	52.0324%
			Bost & Co. Mutual Fund Operations P.O. Box 3198 525 William Penn Place Pittsburgh, PA 15219-1707	46.4296%
		Hamilton	Bost & Co. Mutual Fund Operations P.O. Box 3198 525 William Penn Place Pittsburgh, PA 15219-1707	42.3403%
			Hare & Co. C/O Bank of New York Short Term Investment Funds 111 Sanders Creek Parkway - 2nd Floor East Syracuse, NY 13057-1382	26.9047%
			M&T Trust Company of Delaware Grange Primary Trust Attn: Rita Marie Ritrovato 1220 North Market Street - Suite 202 Wilmington, DE 19801-2540	26.5473%

I-20

Date	Fund	Class	Name & Address	Percent Owned
		Agency	Hare & Co. C/O Bank of New York Short Term Investment Funds 111 Sanders Creek Parkway - 2nd Floor East Syracuse, NY 13057-1382	100%
		Premier	Hare & Co. C/O Bank of New York Short Term Investment Funds 111 Sanders Creek Parkway - 2nd Floor East Syracuse, NY 13057-1382	44.4258%
			The Bank of New York Mellon OCS Nominees Limited 1 Canada Square London, UK E14 5AL	25.5718%
			Bost & Co. Mutual Fund Operations P.O. Box 3198 525 William Penn Place Pittsburgh, PA 15219-1707	15.3348%
			Mac & Co. P.O. Box 534005 Pittsburgh, PA 15253-4005	10.6511%
		Classic	The Bank of New York Mellon As Agent For Sandler Investment Partners 711 5th Avenue - 15th Floor New York, NY 10022-3115	16.4957%
			The Bank of New York Mellon As Agent For Plumbers Local Union No. 1 Vacation and Holiday Fund 158-20 George Meany Boulevard Howard Beach, NY 11414	9.9931%
			The Bank of New York Mellon As Agent For Eugene and Emily Grant Family Foundation 277 Park Avenue - 47th Floor New York, NY 10172-0003	8.2338%
			The Bank of New York Mellon As Agent For Equity League Health Trust Fund Attn: Hilda Orama 165 West 46th Street New York, NY 10036-2512	6.4484%

I-21

Date	Fund	Class	Name & Address	Percent Owned
April 8, 2013	DIRTF	Institutional	Bost & Co. Mutual Fund Operations P.O. Box 3198 525 William Penn Place Pittsburgh, PA 15219-1707	63.9284%
			Mac & Co. P.O. Box 534005 Pittsburgh, PA 15253-4005	34.1679%
		Hamilton	Bost & Co. Mutual Fund Operations P.O. Box 3198 525 William Penn Place Pittsburgh, PA 15219-1707	64.6028%
			Suecia Holding Corporation Attn: Scott Gottesman 25 Smith Street - Suite 305 Nanuet, NY 10954-2972	17.0960%
			Hare & Co. C/O Bank of New York Short Term Investment Funds 111 Sanders Creek Parkway - 2nd Floor East Syracuse, NY 13057-1382	12.2092%
		Agency	Hare & Co. C/O Bank of New York Short Term Investment Funds 111 Sanders Creek Parkway - 2nd Floor East Syracuse, NY 13057-1382	100%
		Premier	Hare & Co. C/O Bank of New York Short Term Investment Funds 111 Sanders Creek Parkway - 2nd Floor East Syracuse, NY 13057-1382	90.1600%
			Mac & Co. P.O. Box 534005 Pittsburgh, PA 15253-4005	7.6990%
		Classic	The Bank of New York Mellon As Agent For Institute for Advanced Study Attn: Mary J. Mazza, Comptroller Einstein Drive Princeton, NJ 08540	18.9285%

I-22

Date	Fund	Class	Name & Address	Percent Owned
			The Bank of New York Mellon As Agent For Sol Goldman Investments 640 5th Avenue - 3rd Floor New York, NY 10019-6102	16.7416%
			The Bank of New York Mellon As Agent For Lighthouse Properties LLC 640 5th Avenue - 3rd Floor New York, NY 10019-6155	8.1964%
			The Bank of New York Mellon As Agent For Solil Management LLC 640 5th Avenue - 3rd Floor New York, NY 10019-6155	8.1141%
			The Bank of New York Mellon As Agent For New York City Municipal Water Finance Authority Accounting Department - 7th Floor Attn: Michele M. Levine 75 Park Place New York, NY 10007	7.1458%
			The Bank of New York Mellon As Agent For Plaza Circle Enterprises LLC 640 5th Avenue - 3rd Floor New York, NY 10019-6102	5.8581%
			The Bank of New York Mellon As Agent For United Methodist Development Attn: Sebastian Ogando 475 Riverside Drive New York, NY 10115-0110	5.0117%
April 3, 2012	DIRTPF	Institutional	Mac & Co. P.O. Box 534005 Pittsburgh, PA 15253-4005	57.8547%
			Suntrust Bank Attn: Amy S. Luek, VP 200 South Orange Avenue Orlando, FL 32801-3410	27.2149%
			Hare & Co. C/O Bank of New York Short Term Investment Funds 111 Sanders Creek Parkway - 2nd Floor East Syracuse, NY 13057-1382	6.0134%

I-23

Date	Fund	Class	Name & Address	Percent Owned
			Bost & Co. Mutual Fund Operations P.O. Box 3198 525 William Penn Place Pittsburgh, PA 15219-1707	5.2076%
		Hamilton	Bost & Co. Mutual Fund Operations P.O. Box 3198 525 William Penn Place Pittsburgh, PA 15219-1707	51.8392%
			David Blank Greenwich, CT	22.7322%
			Hare & Co. C/O Bank of New York Short Term Investment Funds 111 Sanders Creek Parkway - 2nd Floor East Syracuse, NY 13057-1382	18.2855%
			Jerry J. Limoncelli and Alice R. Limoncelli Garden City, NY	6.9994%
		Premier	Mac & Co. P.O. Box 534005 Pittsburgh, PA 15253-4005	80.6066%
			Hare & Co. C/O Bank of New York Short Term Investment Funds 111 Sanders Creek Parkway - 2nd Floor East Syracuse, NY 13057-1382	18.8445%
November 2, 2012	DIASF	Institutional	SEI Private Trust Company C/O The Bank of New York Mellon Corporation Attn: Mutual Funds Administrator 1 Freedom Valley Drive Oaks, PA 19456-9989	83.9748%
		Investor	American Enterprise Investment Services 707 2nd Avenue South Minneapolis, MN 55402-2405	31.5168%
			Charles Schwab & Company Inc. Reinvest Account 101 Montgomery Street San Francisco, CA 94104-4151	19.8984%
			National Financial Services LLC 82 Devonshire Street Boston, MA 02109-3605	9.2521%

I-24

Date	Fund	Class	Name & Address	Percent Owned
November 2, 2012	DITIF	Class A	National Financial Services LLC 82 Devonshire Street Boston, MA 02109-3605	10.4009%
			Charles Schwab & Company Inc. Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4151	9.1554%
			Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	5.9984%
			American Enterprise Investment Services 707 2nd Avenue South Minneapolis, MN 55402-2405	5.4335%
			Wells Fargo Bank Various Retirement Plans 1525 West WT Harris Boulevard Charlotte, NC 28288-1076	5.0562%
		Class C	Merrill Lynch, Pierce, Fenner & Smith, Incorporated 4800 Deer Lake Drive East - 3rd Floor Jacksonville, FL 32246-6484	27.8231%
			National Financial Services LLC 82 Devonshire Street Boston, MA 02109-3605	16.5657%
			First Clearing, LLC 2801 Market Street St. Louis, MO 63103-2523	11.0091%
			Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	7.4034%
			Morgan Stanley & Company Harborside Financial Center Plaza 2 - 3rd Floor Jersey City, NJ 07311	6.2076%
			UBS WM USA 499 Washington Boulevard Jersey City, NJ 07310-1995	5.6938%
			American Enterprise Investment Services 707 2nd Avenue South Minneapolis, MN 55402-2405	5.4910%

I-25

Date	Fund	Class	Name & Address	Percent Owned
		Class I	Wells Fargo Bank FBO Various Retirement Plans 1525 West WT Harris Boulevard Charlotte, NC 28288-1076	46.2159%
			Merrill Lynch, Pierce, Fenner & Smith, Incorporated 4800 Deer Lake Drive East - 3rd Floor Jacksonville, FL 32246-6484	21.2427%
			Morgan Stanley & Company Harborside Financial Center Plaza 2 - 3rd Floor Jersey City, NJ 07311	5.6151%
November 2, 2012	DSTIF	Class D	National Financial Services LLC 82 Devonshire Street Boston, MA 02109-3605	11.0935%
			Charles Schwab & Company Inc. Reinvest Account 101 Montgomery Street San Francisco, CA 94104-4151	8.5548%
			Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	7.6102%
			American Enterprise Investment Services 707 2nd Avenue South Minneapolis, MN 55402-2405	6.1121%
		Class P	Raymond James & Associates Inc. 1771 Princeton Court Lake Forest, IL 60045-1567	22.7470%
			National Financial Services LLC 82 Devonshire Street Boston, MA 02109-3605	18.5653%
			First Clearing, LLC 2801 Market Street St. Louis, MO 63103-2523	15.9893%
			Wendling Living Trust San Gabriel, CA	14.9030%
			Crowell, Weedon & Co. One Wilshire Building 624 South Grand Avenue Los Angeles, CA 90017-3362	12.8312%

I-26

Date	Fund	Class	Name & Address	Percent Owned
			TD Ameritrade Inc. P.O. Box 2226 Omaha, NE 68103-2226	8.3256%
April 8, 2013	DLA	Class 1	None	N/A
		Class 2	Pershing LLC FBO Customers Attn: Cash Management Department One Pershing Plaza Jersey City, NJ 07399-0001	57.5982%
			Morgan Stanley & Company Harborside Financial Center Plaza 2 - 3rd Floor Jersey City, NJ 07311	30.4956%
January 3, 2013	DNRF	Class A	American Enterprise Investment Services 707 2nd Avenue South Minneapolis, MN 55402-2405	15.9227%
			First Clearing, LLC 2801 Market Street St. Louis, MO 63103-2523	9.9622%
			Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	9.7119%
			Merrill Lynch, Pierce, Fenner & Smith, Incorporated 4800 Deer Lake Drive East - 3rd Floor Jacksonville, FL 32246-6484	9.6099%
		Class C	American Enterprise Investment Services 707 2nd Avenue South Minneapolis, MN 55402-2405	15.0084%
			Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	11.6547%
			Daniel Mckeown & Louise L. Mckeown La Jolla, CA	11.4712%
			Merrill Lynch, Pierce, Fenner & Smith, Incorporated 4800 Deer Lake Drive East - 3rd Floor Jacksonville, FL 32246-6484	11.1294%
			First Clearing, LLC 2801 Market Street St. Louis, MO 63103-2523	9.4258%

I-27

Date	Fund	Class	Name & Address	Percent Owned
			Brian K. Murray & Anne J. Murray Mechanicsville, VA	7.5622%
		Class I	First Clearing, LLC 2801 Market Street St. Louis, MO 63103-2523	42.3461%
			Morgan Stanley & Company Harborside Financial Center Plaza 2 - 3rd Floor Jersey City, NJ 07311	18.5189%
			Merrill Lynch, Pierce, Fenner & Smith, Incorporated 4800 Deer Lake Drive East - 3rd Floor Jacksonville, FL 32246-6484	15.0679%
			Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	5.5667%
July 3, 2012	DSIMBF	Class A	Merrill Lynch, Pierce, Fenner & Smith, Incorporated FBO Customers Attn: Fund Administration 4800 Deer Lake Drive East - 3rd Floor Jacksonville, FL 32246-6484	26.2877%
			UBS WM USA 499 Washington Boulevard Jersey City, NJ 17310-1995	20.4952%
			American Enterprise Investment Services P.O. Box 9446 Minneapolis, MN 55440-9446	13.1311%
			American Enterprise Investment Services 707 2nd Avenue South Minneapolis, MN 55402-2405	9.5195%
			Morgan Stanley & Company Harborside Financial Center Plaza 2 - 3rd Floor Jersey City, NJ 07311	7.1032%
			First Clearing, LLC FBO Customer 2801 Market Street St. Louis, MO 63103-2523	6.4617%
		Class D	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	9.2006%

I-28

Date	Fund	Class	Name & Address	Percent Owned
			First Clearing, LLC FBO Customer 2801 Market Street St. Louis, MO 63103-2523	5.1942%
		Class I	Merrill Lynch, Pierce, Fenner & Smith, Incorporated FBO Customers Attn: Fund Administration 4800 Deer Lake Drive East - 3rd Floor Jacksonville, FL 32246-6484	44.5933%
			First Clearing, LLC FBO Customer 2801 Market Street St. Louis, MO 63103-2523	40.9320%
March 4, 2013	SIGF		Charles Schwab & Company Inc. 101 Montgomery Street San Francisco, CA 94104-4151	12.2039%
			Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	5.9919%
			National Financial Services LLC 82 Devonshire Street Boston, MA 02109-3605	5.8184%
February 4, 2013	WDMMF		First Clearing, LLC FBO Clients One North Jefferson St. Louis, MO 63103	5.9252%
April 8, 2013	DF		None	N/A
September 4, 2012	DTCF	Class A	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	11.5828%
			Hartford Life Insurance Company Separate Account Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999	6.5468%
			First Clearing, LLC Special Custody Account FBO Customer 2801 Market Street St. Louis, MO 63103-2523	6.4977%

I-29

Date	Fund	Class	Name & Address	Percent Owned
			Charles Schwab & Company Inc. Special Custody Account FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4151	5.3383%
		Class C	Merrill Lynch, Pierce, Fenner & Smith, Incorporated FBO Customers Attn: Fund Administration 4800 Deer Lake Drive East - 3rd Floor Jacksonville, FL 32246-6484	32.9291%
			Morgan Stanley & Company Harborside Financial Center, Plaza 2 - 3rd Floor Jersey City, NJ 07311	27.2500%
			First Clearing, LLC Special Custody Account FBO Customer 2801 Market Street St. Louis, MO 63103-2523	5.4698%
		Class I	SEI Private Trust Company C/O The Bank of New York Mellon Corporation Attn: Mutual Funds 1 Freedom Valley Drive Oaks, PA 19456-9989	51.7109%
			Merrill Lynch, Pierce, Fenner & Smith, Incorporated FBO Customers Attn: Fund Administration 4800 Deer Lake Drive East - 3rd Floor Jacksonville, FL 32246-6484	17.7747%
			Morgan Stanley & Company Harborside Financial Center, Plaza 2 - 3rd Floor Jersey City, NJ 07311	9.5908%
		Class Z	None

I-30

PART II

HOW TO BUY SHARES

See "Additional Information About How to Buy Shares" in Part III of this SAI for general information about the purchase of fund shares.

Investment Minimums

The minimum initial investment for each fund, except Dreyfus Inflation Adjusted Securities Fund (Institutional shares), Dreyfus Liquid Assets (Class 2), Dreyfus Short Term Income Fund (Class P) and the Institutional Money Funds, is $1,000 for full-time or part-time employees of the Manager or any of its affiliates, directors of the Manager, board members of a fund advised by the Manager, or the spouse or minor child of any of the foregoing. The minimum initial investment for each fund, except Dreyfus Inflation Adjusted Securities Fund (Institutional shares), Dreyfus Liquid Assets (Class 2), Dreyfus Short-Intermediate Municipal Bond Fund (Class A), Dreyfus Short Term Income Fund (Class P) and the Institutional Money Funds, is $50 for full-time or part-time employees of the Manager or any of its affiliates who elect to have a portion of their pay directly deposited into their fund accounts.

Shares of each fund, except Dreyfus Inflation Adjusted Securities Fund (Institutional shares), Dreyfus Liquid Assets (Class 2), Dreyfus Short Term Income Fund (Class P) and the Institutional Money Funds, are offered without regard to the minimum initial or subsequent investment requirements to investors purchasing fund shares through wrap fee accounts or other fee based programs.

Shares of each fund, except Dreyfus Inflation Adjusted Securities Fund (Institutional shares), Dreyfus Liquid Assets (Class 2), Dreyfus Short-Intermediate Municipal Bond Fund (Class A), Dreyfus Short Term Income Fund (Class P) and the Institutional Money Funds, are offered without regard to the minimum initial investment requirements to fund board members who elect to have all or a portion of their compensation for serving in that capacity automatically invested in the fund.

Each fund, except Dreyfus Liquid Assets (Class 2), Dreyfus Short-Intermediate Municipal Bond Fund and the Institutional Money Funds, reserves the right to offer fund shares without regard to minimum purchase requirements to government-sponsored programs or to employees participating in certain Retirement Plans or other programs where contributions or account information can be transmitted in a manner and form acceptable to the fund.

Dreyfus Institutional Preferred Money Market Fund's and Dreyfus Institutional Preferred Plus Money Market Fund's minimum initial investment requirement will be waived in connection with investments in the fund by other funds managed by the Manager.

Purchase of Institutional Money Funds

Holders of Classic shares of Dreyfus Institutional Reserves Money Fund or Classic shares of Dreyfus Institutional Reserves Treasury Fund who received their shares in exchange for Classic shares of the relevant BNY Hamilton Fund in connection with the reorganization of BNY Hamilton Funds may purchase additional Classic shares of the relevant fund by check, wire or Dreyfus TeleTransfer Privilege or through Dreyfus Automatic Asset Builder, the Dreyfus Payroll Savings Plan or Dreyfus Government Direct Deposit Privilege, as described under "Shareholder Services" in Part III of this SAI.

Dreyfus TeleTransfer Privilege

You may purchase shares of each fund except Dreyfus Liquid Assets (Class 2) and the Institutional Money Funds (excluding Classic shares) by telephone or online if you have checked the appropriate box and supplied the necessary information on the Account Application or have filed a Shareholder Services Form with the Transfer Agent. The proceeds will be transferred between the bank account designated in one of these documents and your fund account. Only a bank account maintained in a domestic financial institution which is an ACH member may be so designated.

II-1

Reopening an Account

You may reopen an account in each fund, except in Dreyfus Inflation Adjusted Securities Fund (Institutional shares), Dreyfus Liquid Assets (Class 2), and the Institutional Money Funds, with a minimum investment of $100 without filing a new Account Application during the calendar year the account is closed or during the following calendar year, provided the information on the old Account Application is still applicable.

Information Regarding the Offering of Share Classes

The share classes of each fund with more than one class are offered as described in the relevant fund's prospectus and as follows:

On March 13, 2012, outstanding Class B shares of Dreyfus Intermediate Term Income Fund, Dreyfus Natural Resources Fund and The Dreyfus Third Century Fund converted to Class A shares.

On March 13, 2012, outstanding Class B shares of Dreyfus Short-Intermediate Municipal Bond Fund and Dreyfus Short Term Income Fund converted to Class D shares.

Class I shares of Dreyfus Natural Resources Fund and Institutional shares of Dreyfus Inflation Adjusted Securities Fund are offered to certain other funds in The Dreyfus Family of Funds.

Holders of Class I shares of The Dreyfus Third Century Fund who have held their shares since June 5, 2003 may continue to purchase Class I shares of the fund for their existing accounts whether or not they would otherwise be eligible to do so.

Class Z shares of The Dreyfus Third Century Fund are offered to those shareholders of the fund whose fund account existed on August 30, 1999 and continues to exist at the time of purchase of the Class Z shares. In addition, certain broker-dealers and other financial institutions maintaining accounts in the fund on August 30, 1999 may open new accounts in Class Z shares of the fund on behalf of Retirement Plans and "wrap accounts" or similar programs. Class Z shares generally are not available for new accounts.

Class 2 shares of Dreyfus Liquid Assets are offered only to clients of certain Service Agents that have entered into an agreement with the Distributor. Class 2 shares may not be purchased directly by individuals, although Service Agents may purchase shares for accounts maintained by individuals.

Prior to February 4, 2009, Dreyfus Natural Resources Fund and The Dreyfus Third Century Fund offered Class T shares.

Class A

General information about the public offering price of Class A shares of the Multi-Class Funds can be found in Part III of this SAI under "Additional Information About How to Buy Shares—Class A." The public offering price for Class A shares of each of Dreyfus Short-Intermediate Municipal Bond Fund and Dreyfus Intermediate Term Income Fund is the net asset value per share of that class, plus a sales load as shown below:

Dreyfus Short-Intermediate Municipal Bond Fund Total Sales Load*—Class A Shares
Amount of Transaction	As a % of offering price per share	As a % of net asset value per share	Dealers' reallowance as a % of offering price
Less than $100,000	2.50	2.60	2.25
$100,000 to less than $250,000	2.00	2.10	1.75
$250,000 to less than $500,000	1.50	1.50	1.25
$500,000 to less than $1,000,000	1.00	1.00	0.75
$1,000,000 or more	-0-	-0-	-0-

*Due to rounding, the actual sales load you pay may be more or less than that calculated using these percentages.

II-2

Dreyfus Intermediate Term Income Fund Total Sales Load*—Class A Shares
Amount of Transaction	As a % of offering price per share	As a % of net asset value per share	Dealers' reallowance as a % of offering price
Less than $50,000	4.50	4.71	4.25
$50,000 to less than $100,000	4.00	4.17	3.75
$100,000 to less than $250,000	3.00	3.09	2.75
$250,000 to less than $500,000	2.50	2.56	2.25
$500,000 to less than $1,000,000	2.00	2.04	1.75
$1,000,000 or more	-0-	-0-	-0-

*Due to rounding, the actual sales load you pay may be more or less than that calculated using these percentages.

Class A shares of Multi-Class Funds, including Dreyfus Short-Intermediate Municipal Bond Fund and Dreyfus Intermediate Term Income Fund, purchased without an initial sales load as part of an investment of $1,000,000 or more may be assessed at the time of redemption a 1% CDSC if redeemed within one year of purchase. The Distributor may pay Service Agents an up-front commission of up to 1% of the net asset value of Class A shares purchased by their clients as part of a $1,000,000 or more investment in Class A shares that are subject to a CDSC. If the Service Agent waives receipt of such commission, the CDSC applicable to such Class A shares will not be assessed at the time of redemption.

Right of Accumulation

Dreyfus Short-Intermediate Municipal Bond Fund. Reduced sales loads apply to any purchase of Class A shares of the fund by you and any related Purchaser where the aggregate investment including such purchase is $100,000 or more. If, for example, you previously purchased and still hold Eligible Shares, or combination thereof, with an aggregate current value of $90,000 and subsequently purchase Class A shares of the fund having a current value of $20,000, the sales load applicable to the subsequent purchase would be reduced to 2.0% of the offering price. All present holdings of Eligible Shares may be combined to determine the current offering price of the aggregate investment in ascertaining the sales load applicable to each subsequent purchase.

HOW TO REDEEM SHARES

See "Additional Information About How to Redeem Shares" in Part III of this SAI for general information about the redemption of fund shares.

Fund	Services
Dreyfus Natural Resources Fund	Dreyfus TeleTransfer Privilege Redemption through an Authorized Entity Reinvestment Privilege Wire Redemption Privilege
Dreyfus Inflation Adjusted Securities Fund	Dreyfus TeleTransfer Privilege Redemption through an Authorized Entity Redemption through Compatible Computer Facilities Wire Redemption Privilege
Dreyfus Institutional Cash Advantage Fund Dreyfus Institutional Preferred Money Market Fund Dreyfus Institutional Preferred Plus Money Market Fund	Redemption through Compatible Computer Facilities Wire Redemption Privilege
Dreyfus Institutional Reserves Money Fund Dreyfus Institutional Reserves Treasury Fund Dreyfus Institutional Reserves Treasury Prime Fund	Dreyfus TeleTransfer Privilege (Classic shares only) Redemption through Compatible Computer Facilities Wire Redemption Privilege

II-3

Fund	Services
Dreyfus Intermediate Term Income Fund	Checkwriting Privilege (Class A only)* Dreyfus TeleTransfer Privilege Reinvestment Privilege Redemption through an Authorized Entity Wire Redemption Privilege
Dreyfus Liquid Assets	Checkwriting Privilege (Class 1 only) Dreyfus TeleTransfer Privilege (Class 1 only) Wire Redemption Privilege
Dreyfus Short-Intermediate Government Fund Dreyfus Worldwide Dollar Money Market Fund	Checkwriting Privilege Dreyfus TeleTransfer Privilege Wire Redemption Privilege
Dreyfus Short-Intermediate Municipal Bond Fund	Checkwriting Privilege (Class A and Class D only) Dreyfus TeleTransfer Privilege Redemption through an Authorized Entity Reinvestment Privilege Wire Redemption Privilege
Dreyfus Short Term Income Fund	Checkwriting Privilege (Class D only) Dreyfus TeleTransfer Privilege Redemption through an Authorized Entity Wire Redemption Privilege
The Dreyfus Fund Incorporated	Dreyfus TeleTransfer Privilege Redemption through an Authorized Entity Wire Redemption Privilege
The Dreyfus Third Century Fund	Dreyfus TeleTransfer Privilege Reinvestment Privilege Redemption through an Authorized Entity Redemption through Compatible Computer Facilities Wire Redemption Privilege

^*Investors beneficially owning Institutional shares as of the date such shares were redesignated Class I shares and who continuously held fund shares since that date also are eligible for the Checkwriting Privilege.

Institutional Money Funds. Each fund ordinarily will make payment for shares on the same or next business day after receipt by Dreyfus Investments Division or other authorized entity of a redemption request in proper form.

Wire Redemption Privilege

Institutional Money Funds (excluding Classic shares). By using this privilege the investor authorizes the Transfer Agent to act on telephone redemption instructions from any person representing himself or herself to be an authorized representative of the investor, and reasonably believed by the Transfer Agent to be genuine. Redemption proceeds will be transferred by Federal Reserve wire only to a bank that is a member of the Federal Reserve System.

Dreyfus Institutional Preferred Money Market Fund and Dreyfus Institutional Preferred Plus Money Market Fund. The fund reserves the right to refuse any request made by telephone and may limit the amount involved or the number of telephone redemptions. This privilege may be modified or terminated at any time by the Transfer Agent or the fund. Shares for which certificates have been issued may not be redeemed by telephone.

SHAREHOLDER SERVICES

The following shareholder services apply to the funds. See "Additional Information About Shareholder Services" in Part III of this SAI for more information.

II-4

Fund	Services
Dreyfus Intermediate Term Income Fund Dreyfus Natural Resources Fund The Dreyfus Third Century Fund	Fund Exchanges Dreyfus Auto-Exchange Privilege Dreyfus Automatic Asset Builder® Dreyfus Government Direct Deposit Privilege Dreyfus Payroll Savings Plan Dreyfus Dividend Options Automatic Withdrawal Plan Letter of Intent Corporate Pension/Profit-Sharing and Retirement Plans
Dreyfus Institutional Cash Advantage Fund Dreyfus Institutional Preferred Money Market Fund Dreyfus Institutional Preferred Plus Money Market Fund Dreyfus Institutional Reserves Treasury Prime Fund	Fund Exchanges1 Dreyfus Auto-Exchange Privilege2
Dreyfus Short Term Income Fund The Dreyfus Fund Incorporated	Fund Exchanges3 Dreyfus Auto-Exchange Privilege Dreyfus Automatic Asset Builder® Dreyfus Government Direct Deposit Privilege Dreyfus Payroll Savings Plan4 Dreyfus Dividend Options Automatic Withdrawal Plan Corporate Pension/Profit-Sharing and Retirement Plans
Dreyfus Liquid Assets Dreyfus Short-Intermediate Government Fund Dreyfus Worldwide Dollar Money Market Fund	Fund Exchanges5 Dreyfus Auto-Exchange Privilege5 Dreyfus Automatic Asset Builder®6 Dreyfus Government Direct Deposit Privilege6 Dreyfus Payroll Savings Plan6 Dreyfus Dividend Options6 Automatic Withdrawal Plan6 Corporate Pension/Profit-Sharing and Retirement Plans
Dreyfus Institutional Reserves Money Fund Dreyfus Institutional Reserves Treasury Fund	Fund Exchanges Dreyfus Auto-Exchange Privilege7 Dreyfus Automatic Asset Builder®8 Dreyfus Government Direct Deposit Privilege8 Dreyfus Payroll Savings Plan8 Automatic Withdrawal Plan8
Dreyfus Inflation Adjusted Securities Fund	Fund Exchanges9 Dreyfus Auto-Exchange Privilege Dreyfus Automatic Asset Builder® Dreyfus Government Direct Deposit Privilege Dreyfus Payroll Savings Plan Dreyfus Dividend Options Automatic Withdrawal Plan
Dreyfus Short-Intermediate Municipal Bond Fund	Fund Exchanges10 Dreyfus Auto-Exchange Privilege Dreyfus Automatic Asset Builder® Dreyfus Government Direct Deposit Privilege Dreyfus Payroll Savings Plan Dreyfus Dividend Options Automatic Withdrawal Plan Letter of Intent

II-5

¹Prime shares of Dreyfus Institutional Preferred Money Market Fund may be exchanged for shares of Dreyfus Institutional Preferred Plus Money Market Fund, and shares of Dreyfus Institutional Preferred Plus Money Market Fund may be exchanged for Prime shares of Dreyfus Institutional Preferred Money Market Fund. For holders of Dreyfus Institutional Cash Advantage Fund, shares may be exchanged for shares of a corresponding class of any of the Dreyfus Cash Management Funds.

²For holders of shares of both Dreyfus Institutional Preferred Money Market Fund and Dreyfus Institutional Preferred Plus Money Market Fund, the privilege operates between Prime shares of Dreyfus Institutional Preferred Money Market Fund and shares of Dreyfus Institutional Preferred Plus Money Market Fund (or vice versa). Holders of shares of Dreyfus Institutional Cash Advantage Fund may purchase, in exchange for shares of one class of the fund, shares of a corresponding class of any of the Dreyfus Cash Management Funds.

³For Dreyfus Short Term Income Fund, Class D and Class P shares may be exchanged for shares of any class of another fund in the Dreyfus Family of Funds open to direct investment by individuals.

⁴For Dreyfus Short Term Income Fund, applies only to Class D shares.

⁵Holders of Class 2 shares of Dreyfus Liquid Assets should contact their Service Agent for information.

⁶For Dreyfus Liquid Assets, applies only to Class 1 shares.

⁷Holders of Classic shares may purchase, in exchange for Classic shares, shares of certain funds in the Dreyfus Family of Funds of which the investor is a shareholder.

⁸Applies only to Classic shares received in exchange for Classic shares of the relevant BNY Hamilton Fund in connection with the reorganization of such BNY Hamilton Fund.

⁹Investor shares and Institutional shares may be exchanged for shares of any class of another fund in the Dreyfus Family of Funds open to direct investment by individuals.

¹⁰Class D shares may be exchanged for shares of any class of another fund in the Dreyfus Family of Funds open to direct investment by individuals.

DISTRIBUTION PLANS, SERVICE PLANS AND SHAREHOLDER SERVICES PLANS

The following Plans apply to the funds. See "Additional Information About Distribution Plans, Service Plans and Shareholder Services Plans" in Part III of this SAI for more information about the Plans.

Fund	Class(es)*	Plan (12b-1 or servicing)**	Key Features***
Dreyfus Intermediate Term Income Fund Dreyfus Natural Resources Fund Dreyfus Short-Intermediate Municipal Bond Fund The Dreyfus Third Century Fund	Class C	Distribution Plan (12b-1)	The fund pays the Distributor 0.75% for distributing these shares. The Distributor may pay one or more Service Agents in respect of advertising, marketing and other distribution services, and determines the amounts, if any, to be paid to Service Agents and the basis on which such payments are made.

II-6

Fund	Class(es)*	Plan (12b-1 or servicing)**	Key Features***
Dreyfus Inflation Adjusted Securities Fund Dreyfus Intermediate Term Income Fund Dreyfus Liquid Assets Dreyfus Natural Resources Fund Dreyfus Short-Intermediate Municipal Bond Fund Dreyfus Short Term Income Fund The Dreyfus Third Century Fund	Class A Class C Class 1 Class P Investor	Shareholder Services Plan (servicing)	The fund pays the Distributor 0.25% for the provision of certain services to the shareholders of these classes. Services may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts. Pursuant to the Plan, the Distributor may make payments to certain Service Agents in respect of these services.
The Dreyfus Third Century Fund	Class Z	Shareholder Services Plan (servicing)	The fund reimburses the Distributor an amount not to exceed 0.25% for certain allocated expenses of providing personal services and/or maintaining shareholder accounts; these services may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts.
Dreyfus Worldwide Dollar Money Market Fund Dreyfus Short-Intermediate Government Fund	N/A	Shareholder Services Plan (servicing)	The fund reimburses the Distributor an amount not to exceed 0.25% for certain allocated expenses of providing personal services and/or maintaining shareholder accounts; these services may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts.

II-7

Fund	Class(es)*	Plan (12b-1 or servicing)**	Key Features***
Dreyfus Short Term Income Fund	Class D	Shareholder Services Plan (servicing)	The fund pays the Distributor 0.20% for the provision of certain services to the shareholders of this class. Services may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts. The Distributor may make payments to certain Service Agents in respect of these services.
Dreyfus Short-Intermediate Municipal Bond Fund	Class D	Service Plan (12b-1)	The fund pays the Distributor 0.10% for distributing these shares, servicing shareholder accounts and advertising and marketing. The Distributor may pay one or more Service Agents in respect of shares owned by shareholders with whom the Service Agent has a servicing relationship or for whom the Service Agent is the dealer or holder of record and determines the amounts, if any, to be paid to Service Agents and the basis on which such payments are made. Pursuant to the Plan, Class D shares bear (i) the costs of preparing, printing and distributing prospectuses and SAIs used other than for regulatory purposes or distribution to existing shareholders, and (ii) the costs associated with implementing and operating the Plan (such as costs of printing and mailing service agreements), the aggregate of such amounts not to exceed in any fiscal year of the fund the greater of $100,000 or .005%.

II-8

Fund	Class(es)*	Plan (12b-1 or servicing)**	Key Features***
Dreyfus Institutional Cash Advantage Fund Dreyfus Institutional Preferred Money Market Fund Dreyfus Institutional Reserves Money Fund Dreyfus Institutional Reserves Treasury Fund Dreyfus Institutional Reserves Treasury Prime Fund	Administrative Advantage Investor Advantage Participant Advantage Reserve Hamilton Agency Premier Classic	Service Plan (12b-1)	The fund pays the Distributor fees as disclosed in the prospectus for distributing these shares, for advertising and marketing and for providing certain services to shareholders of these classes. Services include answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts. The Distributor may make payments to certain Service Agents in respect of these services. Generally, the Service Agent will provide (1) holders of Administrative Advantage, Investor Advantage or Participant Advantage shares with a consolidated statement; (2) holders of Investor Advantage or Participant Advantage shares checkwriting privileges; and (3) holders of Participant Advantage shares with automated teller machine access and bill paying services. Generally, the Service Agent may provide holders of Reserve, Hamilton, Agency, Premier or Classic shares a consolidated statement, checkwriting privileges, automated teller machine access and bill paying services.

______________

^*As applicable to the funds listed (not all funds have all classes shown).

^**The parenthetical indicates whether the Plan is pursuant to Rule 12b-1 under the 1940 Act or is a type of servicing plan not adopted pursuant to Rule 12b-1.

^***Amounts expressed as an annual rate as a percentage of the value of the average daily net assets attributable to the indicated class of fund shares or the fund, as applicable.

INVESTMENTS, INVESTMENT TECHNIQUES AND RISKS

The following charts, which supplement and should be read together with the information in the prospectus, indicate some of the specific investments and investment techniques applicable to your fund. Additional policies and restrictions are described in the prospectus and below in the next section (see "Investment Restrictions"). See "Additional Information About Investments, Investment Techniques and Risks" in Part III of this SAI for more information, including important risk disclosure, about the investments and investment techniques applicable to your fund.

II-9

Funds other than Money Market Funds

Fund	Equity Securities1	IPOs	U.S. Government Securities2	Corporate Debt Securities	High Yield and Lower-Rated Securities3	Zero Coupon, Pay-in-Kind and Step-Up Securities	Inflation-Indexed Securities (other than TIPS)
Dreyfus Inflation Adjusted Securities Fund			ü	ü		ü	ü
Dreyfus Intermediate Term Income Fund	ü		ü	ü	ü	ü	ü
Dreyfus Natural Resources Fund	ü	ü	ü
Dreyfus Short- Intermediate Government Fund			ü				ü
Dreyfus Short-Intermediate Municipal Bond Fund			ü			ü(municipal securities only)
Dreyfus Short Term Income Fund	ü		ü	ü	ü	ü	ü
The Dreyfus Fund Incorporated	ü	ü	ü	ü
The Dreyfus Third Century Fund	ü	ü	ü

¹Except as otherwise noted, (1) includes common and preferred stock, convertible securities and warrants and (2) each fund, except The Dreyfus Third Century Fund, is limited to investing 5% of its net assets in warrants, except that this limitation does not apply to warrants purchased by a fund that are sold in units with, or attached to, other securities. The Dreyfus Third Century Fund may not purchase warrants in excess of 2% of its net assets. The Dreyfus Fund Incorporated is not subject to (2).

For The Dreyfus Fund Incorporated, includes common stock and convertible securities.

²For Dreyfus Natural Resources Fund and Dreyfus Short-Intermediate Municipal Bond Fund, see "Money Market Instruments" below.

³Each of Dreyfus Intermediate Term Income Fund and Dreyfus Short Term Income Fund may invest up to 20% of its assets in fixed income securities rated below investment grade and as low as Caa by Moody's or CCC by S&P or Fitch or the unrated equivalent as determined by the Adviser.

II-10

Fund	Variable and Floating Rate Securities	Participation Interests and Assignments	Mortgage-Related Securities	Asset- Backed Securities	Collateralized Debt Obligations
Dreyfus Inflation Adjusted Securities Fund	ü		ü	ü
Dreyfus Intermediate Term Income Fund	ü	ü(municipal securities only)	ü	ü	ü
Dreyfus Natural Resources Fund
Dreyfus Short- Intermediate Government Fund			ü (up to 35% of net assets)
Dreyfus Short-Intermediate Municipal Bond Fund	ü	ü(municipal securities only)
Dreyfus Short Term Income Fund	ü	ü(municipal securities only)	ü	ü	ü
The Dreyfus Fund Incorporated
The Dreyfus Third Century Fund

II-11

Fund	Municipal Securities4	Funding Agreements	REITs	Money Market Instruments5	Foreign Securities6	Emerging Markets	Depositary Receipts	Sovereign Debt Obligations and Brady Bonds
Dreyfus Inflation Adjusted Securities Fund			ü	ü	ü	ü
Dreyfus Intermediate Term Income Fund	ü		ü	ü	ü	ü
Dreyfus Natural Resources Fund			ü	ü	ü(up to 45% of assets)	ü	ü
Dreyfus Short-Intermediate Government Fund				ü
Dreyfus Short-Intermediate Municipal Bond Fund	ü			ü
Dreyfus Short Term Income Fund	ü		ü	ü	ü	ü
The Dreyfus Fund Incorporated				ü	ü(up to 20% of assets)	ü	ü
The Dreyfus Third Century Fund				ü	ü7		ü

⁴Dreyfus Intermediate Term Income Fund and Dreyfus Short Term Income Fund each currently intends to invest no more than 25% of its assets in municipal securities; however, this percentage may be varied from time to time without shareholder approval.

⁵Includes short-term U.S. Government securities, bank obligations, repurchase agreements and commercial paper. Except for Dreyfus Short-Intermediate Municipal Bond Fund, generally (1) when the Adviser determines that adverse market conditions exist, a fund may adopt a temporary defensive position and invest up to 100% of its assets in money market instruments, and (2) a fund also may purchase money market instruments when it has cash reserves or in anticipation of taking a market position. The Dreyfus Third Century Fund also may invest in corporate bonds under such circumstances but is limited to bank obligations issued in this country and those issued in dollar denominations by the foreign branches of U.S. banks. In addition, Dreyfus Inflation Adjusted Securities Fund, Dreyfus Intermediate Term Income Fund, Dreyfus Short-Intermediate Government Fund and Dreyfus Short Term Income Fund each may invest in money market instruments as part of its investment strategy.

For Dreyfus Short-Intermediate Municipal Bond Fund, from time to time, on a temporary basis other than for temporary defensive purposes (but not to exceed 20% of the value of the fund's net assets) or for temporary defensive purposes, the fund may invest in taxable short-term investments ("Taxable Investments") consisting of: notes of issuers having, at the time of purchase, a quality rating within the two highest grades of a Rating Agency; obligations of the U.S. Government, its agencies or instrumentalities; commercial paper rated not lower than P-1 by Moody's, A-1 by S&P or F-1 by Fitch; certificates of deposit of U.S. domestic banks, including foreign branches or domestic banks, with assets of $1 billion or more; time deposits; bankers' acceptances and other short-term obligations and repurchase agreements in respect of any of the foregoing. Under normal market conditions, the fund anticipates that not more than 5% of the value of its total assets will be invested in any one category of Taxable Investments.

⁶Dreyfus Intermediate Term Income Fund and Dreyfus Short Term Income Fund each may invest up to 30% of its total assets in fixed-income securities of foreign issuers, including those of issuers in emerging markets.

⁷Does not include foreign government obligations and securities of supranational entities.

II-12

Fund	Eurodollar and Yankee Dollar Investments	Investment Companies	ETFs	Exchange-Traded Notes	Futures Transactions	Options Transactions8
Dreyfus Inflation Adjusted Securities Fund		ü			ü	ü
Dreyfus Intermediate Term Income Fund		ü			ü	ü
Dreyfus Natural Resources Fund		ü	ü		ü9	ü
Dreyfus Short-Intermediate Government Fund		ü			ü	ü
Dreyfus Short-Intermediate Municipal Bond Fund		ü			ü	ü
Dreyfus Short Term Income Fund		ü			ü	ü
The Dreyfus Fund Incorporated		ü	ü		ü	ü
The Dreyfus Third Century Fund		ü				ü

⁸Each of Dreyfus Intermediate Term Income Fund, Dreyfus Short-Intermediate Municipal Bond Fund and The Dreyfus Fund Incorporated (1) is limited to investing 5% of its assets, represented by the premium paid, in the purchase of call and put options and (2) may write (i.e., sell) covered call and put option contracts to the extent of 20% of the value of its net assets at the time such option contracts are written.

Dreyfus Natural Resources Fund also may purchase and sell options in respect of specific commodities (or baskets of specific commodities) or commodity indices. An option on a commodity index is similar to an option in respect of specific commodities, except that settlement does not occur by delivery of the commodities comprising the index. Instead, the option holder receives an amount of cash if the closing level of the index upon which the option is based is greater than in the case of a call, or less than in the case of a put, the exercise price of the option. Thus, the effectiveness of purchasing or writing index options will depend upon price movements in the level of the index rather than the price of a particular commodity. The fund also may purchase cash-settled options on commodity index swaps in pursuit of its investment objective. Index swaps involve the exchange by the fund with another party of cash flows based upon the performance of an index or a portion of an index of securities, which usually includes dividends, or commodities. A cash-settled option on a swap gives the purchaser the right, but not the obligation, in return for the premium paid, to receive an amount of cash equal to the value of the underlying swap as of the exercise date.

The Dreyfus Third Century Fund may only write (i.e., sell) covered call option contracts on securities owned by the fund to the extent of 20% of the value of its net assets at the time such option contracts are written and may purchase call options only to close out open positions.

⁹Dreyfus Natural Resources Fund may invest in commodity futures contracts and options thereon. A commodity futures contract is an agreement between two parties, in which one party agrees to buy a commodity, such as an energy, agricultural or metal commodity, from the other party at a later date at a price and quantity agreed-upon when the contract is made. The commodities which underlie commodity futures contracts may be subject to additional economic and non-economic variables, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political and regulatory developments. These factors may have a larger impact on commodity prices and commodity-linked instruments, including futures contracts than on traditional securities. Certain commodities are also subject to limited pricing flexibility because of supply and demand factors. Others are subject to broad price fluctuations as a result of the volatility of the prices for certain raw materials and the instability of supplies of other materials. These additional variables may create additional investment risks which subject the fund's investments to greater volatility than investments in traditional securities. Dreyfus Natural Resources Fund currently intends to limit the amount of its assets invested in commodity futures and options thereon to no more than 10% of its assets, represented by the liquidation value of the contract.

II-13

Fund	Swap Transactions	Credit Linked Securities	Credit Derivatives	Structured Securities and Hybrid Instruments10	Participatory Notes	Custodial Receipts
Dreyfus Inflation Adjusted Securities Fund	ü	ü	ü	ü
Dreyfus Intermediate Term Income Fund	ü	ü	ü	ü		ü(municipal securities only)
Dreyfus Natural Resources Fund	ü11			ü12
Dreyfus Short-Intermediate Government Fund	ü	ü	ü
Dreyfus Short-Intermediate Municipal Bond Fund	ü	ü	ü			ü(municipal securities only)
Dreyfus Short Term Income Fund	ü	ü	ü	ü		ü(municipal securities only)
The Dreyfus Fund Incorporated
The Dreyfus Third Century Fund

¹⁰For Dreyfus Inflation Adjusted Securities Fund, Dreyfus Intermediate Term Income Fund and Dreyfus Short Term Income Fund, structured notes only.

¹¹To a limited extent, the fund may gain exposure to the commodity markets by investing in commodity swap agreements, including swap agreements on commodity indexes and specific commodities. For example, an investment in a commodity swap agreement may involve the exchange of floating-rate interest payments for the total return on a commodity index. In a total return commodity swap, the fund will receive the price appreciation of a commodity index, a portion of the index, or a single commodity in exchange for paying an agreed-upon fee. If the commodity swap is for one period, the fund may pay a fixed fee, established at the outset of the swap. However, if the term of the commodity swap is more than one period, with interim swap payments, the fund may pay an adjustable or floating fee. With a "floating" rate, the fee may be pegged to a base rate, such as LIBOR, and is adjusted each period. Therefore, if interest rates increase over the term of the swap contract, the fund may be required to pay a higher fee at each swap reset date.

¹²The fund also may invest in structured securities or hybrid instruments whose return is based on, or otherwise determined by reference to, a commodity, commodity index or commodity-related instrument.

II-14

Fund	Foreign Currency Transactions	Commodities	Short-Selling13	Lending Portfolio Securities	Borrowing Money14
Dreyfus Inflation Adjusted Securities Fund	ü		ü	ü	ü
Dreyfus Intermediate Term Income Fund	ü		ü	ü	ü
Dreyfus Natural Resources Fund	ü		ü	ü	ü
Dreyfus Short- Intermediate Government Fund			ü	ü	ü
Dreyfus Short-Intermediate Municipal Bond Fund				ü	ü
Dreyfus Short Term Income Fund	ü			ü	ü
The Dreyfus Fund Incorporated	ü		ü	ü	ü
The Dreyfus Third Century Fund				ü	ü

¹³Dreyfus Natural Resources Fund, Dreyfus Short-Intermediate Government Fund and The Dreyfus Fund Incorporated (1) will not sell securities short if, after effect is given to any such short sale, the total market value of all securities sold short would exceed 25% of the value of the fund's net assets (also applies to Dreyfus Inflation Adjusted Securities Fund and Dreyfus Intermediate Term Income Fund) and (2) at no time will more than 15% of the value of the fund's net assets be in deposits on short sales against the box. Additionally, Dreyfus Natural Resources Fund, Dreyfus Short-Intermediate Government Fund and The Dreyfus Fund Incorporated may not make a short sale which results in the fund having sold short in the aggregate more than 5% of the outstanding securities of any class of issuer.

¹⁴Dreyfus Short-Intermediate Government Fund, Dreyfus Short-Intermediate Municipal Bond Fund, The Dreyfus Fund Incorporated and The Dreyfus Third Century Fund each currently intends to borrow money only for temporary or emergency (not leveraging) purposes in an amount up to 15% of the value of its total assets (including the amount borrowed) valued at the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made.

Dreyfus Inflation Adjusted Securities Fund currently intends to borrow money only for temporary or emergency (not leveraging) purposes; however, the fund, along with Dreyfus Intermediate Term Income Fund, Dreyfus Natural Resources Fund, Dreyfus Short-Intermediate Government Fund and Dreyfus Short Term Income Fund, may borrow for investment purposes on a secured basis through entering into reverse repurchase agreements.

II-15

Fund	Borrowing Money for Leverage14	Reverse Repurchase Agreements	Forward Commitments	Forward Roll Transactions	Illiquid Securities
Dreyfus Inflation Adjusted Securities Fund		ü	ü	ü	ü
Dreyfus Intermediate Term Income Fund	ü	ü	ü	ü	ü
Dreyfus Natural Resources Fund	ü	ü	ü		ü
Dreyfus Short- Intermediate Government Fund		ü	ü	ü	ü
Dreyfus Short-Intermediate Municipal Bond Fund			ü		ü
Dreyfus Short Term Income Fund	ü	ü	ü	ü	ü
The Dreyfus Fund Incorporated					ü
The Dreyfus Third Century Fund					ü

II-16

Money Market Funds

Fund	U.S. Government Securities15	Repurchase Agreements16	Bank Obligations17	Participation Interests	Floating and Variable Rate Obligations
Dreyfus Institutional Cash Advantage Fund	ü	ü	ü		ü
Dreyfus Institutional Preferred Money Market Fund	ü	ü	ü		ü
Dreyfus Institutional Preferred Plus Money Market Fund	ü	ü	ü		ü
Dreyfus Institutional Reserves Money Fund	ü	ü	ü	ü(municipal securities only)	ü
Dreyfus Institutional Reserves Treasury Fund	ü	ü18
Dreyfus Institutional Reserves Treasury Prime Fund	ü
Dreyfus Liquid Assets	ü	ü	ü		ü
Dreyfus Worldwide Dollar Money Market Fund	ü	ü	ü	ü	ü

¹⁵Dreyfus Institutional Reserves Treasury Fund normally invests only in U.S. Treasury securities backed by the full faith and credit of the U.S. Government and in repurchase agreements, including tri-party repurchase agreements, collateralized by U.S. Treasury securities and other securities issued or guaranteed as to principal and interest by the U.S. Government.

Dreyfus Institutional Reserves Treasury Prime Fund normally invests only in U.S. Treasury securities backed by the full faith and credit of the U.S. Government.

¹⁶Except with respect to Dreyfus Institutional Reserves Treasury Fund, these repurchase agreements may be collateralized by securities other than U.S. Government securities, such as corporate bonds, asset-backed securities and privately-issued mortgage-related securities, of investment grade or below investment grade credit quality ("credit collateral").

¹⁷Normally, Dreyfus Institutional Cash Advantage Fund, Dreyfus Institutional Preferred Money Market Fund and Dreyfus Institutional Preferred Plus Money Market Fund each will invest at least 25% of its assets in domestic or dollar-denominated foreign bank obligations. Normally, Dreyfus Worldwide Dollar Money Market Fund invests at least 25% of its net assets in domestic or dollar-denominated foreign bank obligations.

Normally, Dreyfus Liquid Assets invests at least 25% of its assets in bank obligations. Additionally, the fund may only purchase certificates of deposit, time deposits, bankers' acceptances and other short-term obligations issued by domestic banks and foreign branches of domestic banks.

¹⁸These repurchase agreements must be collateralized by U.S. Treasury securities, except that up to 20% of the fund's net assets may consist of repurchase agreements collateralized by other securities issued or guaranteed as to principal and interest by the U.S. Government.

II-17

Fund	Asset-Backed Securities	Commercial Paper	Investment Companies	Municipal Securities	Foreign Securities19
Dreyfus Institutional Cash Advantage Fund	ü	ü	ü		ü
Dreyfus Institutional Preferred Money Market Fund	ü	ü	ü		ü
Dreyfus Institutional Preferred Plus Money Market Fund	ü	ü	ü		ü
Dreyfus Institutional Reserves Money Fund	ü	ü	ü	ü (up to 25% of assets)	ü
Dreyfus Institutional Reserves Treasury Fund			ü
Dreyfus Institutional Reserves Treasury Prime Fund			ü
Dreyfus Liquid Assets	ü	ü	ü		ü
Dreyfus Worldwide Dollar Money Market Fund	ü	ü	ü		ü

¹⁹Dreyfus Institutional Preferred Money Market Fund may invest only in securities issued by foreign branches of domestic banks, domestic and foreign branches of foreign banks and commercial paper issued by foreign issuers. Dreyfus Liquid Assets may invest only in securities issued by foreign branches of domestic banks.

II-18

Fund	Illiquid Securities	Borrowing Money20	Reverse Repurchase Agreements	Forward Commitments	Interfund Borrowing and Lending Program	Lending Portfolio Securities21
Dreyfus Institutional Cash Advantage Fund	ü	ü	ü	ü	ü
Dreyfus Institutional Preferred Money Market Fund	ü	ü	ü	ü	ü	ü
Dreyfus Institutional Preferred Plus Money Market Fund	ü	ü	ü	ü	ü	ü
Dreyfus Institutional Reserves Money Fund	ü	ü	ü	ü	ü	ü
Dreyfus Institutional Reserves Treasury Fund		ü		ü	ü	ü
Dreyfus Institutional Reserves Treasury Prime Fund		ü		ü	ü	ü
Dreyfus Liquid Assets	ü	ü			ü
Dreyfus Worldwide Dollar Money Market Fund	ü	ü	ü	ü	ü	ü

²⁰Dreyfus Institutional Cash Advantage Fund, Dreyfus Institutional Reserves Money Fund, Dreyfus Institutional Reserves Treasury Fund and Dreyfus Institutional Reserves Treasury Prime Fund each currently intends to borrow for temporary or emergency (not leveraging) purposes.

Dreyfus Institutional Preferred Money Market Fund and Dreyfus Institutional Preferred Plus Money Market Fund each currently intends to borrow only for temporary or emergency (not leveraging) purposes in an amount up to 15% of the value of its total assets (including the amount borrowed) at the time the borrowing is made; however, these funds, along with Dreyfus Institutional Cash Advantage Fund and Dreyfus Institutional Reserves Money Fund, each may borrow for investment purposes on a secured basis through entering into reverse repurchase agreements.

Dreyfus Liquid Assets and Dreyfus Worldwide Dollar Money Market Fund each currently intends to borrow from banks only for temporary or emergency (not leveraging) purposes in an amount up to 15% of the value of its total assets (including the amount borrowed) valued at the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made.

²¹Other than pursuant to the Interfund Borrowing and Lending Program.

INVESTMENT RESTRICTIONS

"Fundamental Policies" may not be changed without approval of the holders of a majority of the fund's outstanding voting securities (as defined in the 1940 Act). "Nonfundamental Policies" may be changed at any time, without shareholder approval, by a vote of a majority of the board members and in compliance with applicable law and regulatory policy.

Fundamental Policies

Except as may be otherwise disclosed in the prospectus, each fund's investment objective is a Fundamental Policy. Dreyfus Short-Intermediate Municipal Bond Fund's policy with respect to the investment of at least 80% of its net assets is a Fundamental Policy (see "Policies Related to Fund Names" below). Additionally, as a matter of Fundamental Policy, each fund, as indicated, may not (with respect to Dreyfus Institutional Reserves Money Fund, Dreyfus Institutional Reserves Treasury Fund and Dreyfus Institutional Reserves Treasury Prime Fund, except as described below or as otherwise permitted by the 1940 Act, or interpretations or modifications by, or exemptive or

II-19

other relief from, the SEC or other authority with appropriate jurisdiction, and disclosed to investors, each fund, as indicated, may not):

1.Borrowing

Dreyfus Institutional Cash Advantage Fund, Dreyfus Institutional Preferred Money Market Fund, Dreyfus Institutional Preferred Plus Money Market Fund, Dreyfus Institutional Reserves Money Fund, Dreyfus Institutional Reserves Treasury Fund, Dreyfus Institutional Reserves Treasury Prime Fund, Dreyfus Liquid Assets, Dreyfus Worldwide Dollar Money Market Fund and The Dreyfus Third Century Fund. Borrow money, except to the extent permitted under the 1940 Act (which currently limits borrowing to no more than 33-1/3% of the value of the fund's total assets).

Dreyfus Natural Resources Fund, Dreyfus Short-Intermediate Government Fund, Dreyfus Short-Intermediate Municipal Bond Fund and The Dreyfus Fund Incorporated. Borrow money, except to the extent permitted under the 1940 Act (which currently limits borrowing to no more than 33-1/3% of the value of the fund's total assets). For purposes of this Fundamental Policy, the entry into options, forward contracts, futures contracts, including those relating to indices, and options on futures contracts or indices shall not constitute borrowing.

Dreyfus Inflation Adjusted Securities Fund, Dreyfus Intermediate Term Income Fund and Dreyfus Short Term Income Fund. Borrow money, except to the extent permitted under the 1940 Act (which currently limits borrowing to no more than 33-1/3% of the value of the fund's total assets). For purposes of this Fundamental Policy, the entry into options, futures contracts, including those relating to indices, and options on futures contracts or indices shall not constitute borrowing.

2.Commodities

Dreyfus Institutional Reserves Money Fund, Dreyfus Institutional Reserves Treasury Fund and Dreyfus Institutional Reserves Treasury Prime Fund. Invest in physical commodities or physical commodities contracts.

Dreyfus Institutional Cash Advantage Fund, Dreyfus Institutional Preferred Money Market Fund and Dreyfus Institutional Preferred Plus Money Market Fund. Invest in commodities.

Dreyfus Inflation Adjusted Securities Fund, Dreyfus Intermediate Term Income Fund and Dreyfus Short Term Income Fund. Invest in commodities, except that the fund may purchase and sell futures contracts, including those relating to indices, and options on futures contracts or indices.

Dreyfus Natural Resources Fund. Invest in commodities, except that the fund may purchase and sell options, forward contracts, futures contracts, including those relating to indices, and options on futures contracts or indices. (This restriction shall not prohibit the fund, subject to restrictions described in its prospectus and this SAI, from purchasing, selling or entering into futures contracts, options on futures contracts, foreign currency forward contracts, foreign currency options, or any interest rate, securities-related or foreign currency-related hedging instrument, including swap agreements and other derivative instruments, subject to compliance with any applicable provisions of the federal securities or commodities law.)

The Dreyfus Fund Incorporated. Purchase and sell commodities, except that the fund may purchase and sell options, forward contracts, futures contracts, including those relating to indices, and options on futures contracts or indices.

3.Issuer Diversification

Dreyfus Institutional Reserves Money Fund, Dreyfus Institutional Reserves Treasury Fund and Dreyfus Institutional Reserves Treasury Prime Fund. Invest more than 5% of its assets in the obligations of any single issuer, except that up to 25% of the value of the fund's total assets may be invested, and securities issued or guaranteed by the U.S. Government, or its agencies or instrumentalities and securities of other investment companies may be purchased, without regard to any such limitation.

II-20

Dreyfus Inflation Adjusted Securities Fund and Dreyfus Intermediate Term Income Fund. Invest more than 5% of its assets in the obligations of any single issuer, except that up to 25% of the value of the fund's total assets may be invested, and securities issued or guaranteed by the U.S. Government, or its agencies or instrumentalities may be purchased, without regard to any such limitation.

The Dreyfus Fund Incorporated. Invest more than 5% of the market value of its net assets in the securities of any one issuer, except that up to 25% of the value of the fund's total assets may be invested, and securities issued or guaranteed by the U.S. Government, or its agencies or instrumentalities may be purchased, without regard to such limitation.

Dreyfus Institutional Preferred Money Market Fund and Dreyfus Institutional Preferred Plus Money Market Fund. Invest more than 5% of its assets in the obligations of any one issuer, except that up to 25% of the value of the fund's total assets may be invested without regard to any such limitation.

Dreyfus Institutional Cash Advantage Fund. Invest more than 5% of its assets in the obligations of any single issuer, except that up to 25% of the value of the fund's total assets may be invested, and securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities may be purchased, without regard to any such limitation.

The Dreyfus Third Century Fund. Purchase the securities of any issuer if such purchase would cause more than 5% of the value of its total assets to be invested in securities of such issuer (except securities of the U.S. Government or any instrumentality thereof).

Dreyfus Worldwide Dollar Money Market Fund. Invest more than 15% of its assets in the obligations of any one bank, or invest more than 5% of its assets in the obligations of any other issuer, except that up to 25% of the value of the fund's total assets may be invested without regard to any such limitations. Notwithstanding the foregoing, to the extent required by the rules of the SEC, the fund will not invest more than 5% of its assets in the obligations of any one bank.

Dreyfus Inflation Adjusted Securities Fund, Dreyfus Institutional Cash Advantage Fund, Dreyfus Institutional Reserves Money Fund, Dreyfus Institutional Reserves Treasury Fund, Dreyfus Institutional Reserves Treasury Prime Fund, Dreyfus Intermediate Term Income Fund and The Dreyfus Fund Incorporated. Hold more than 10% of the outstanding voting securities of any single issuer. This Fundamental Policy applies only with respect to 75% of the fund's total assets.

The Dreyfus Third Century Fund. Purchase the securities of any issuer if such purchase would cause the fund to hold more than 10% of the outstanding voting securities of such issuer.

4.Industry Concentration

Dreyfus Institutional Reserves Treasury Fund and Dreyfus Institutional Reserves Treasury Prime Fund. Invest more than 25% of the value of its total assets in the securities of issuers in any single industry, provided that there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities or as otherwise permitted by the SEC.

Dreyfus Institutional Reserves Money Fund. Invest more than 25% of the value of its total assets in the securities of issuers in any single industry, provided that there shall be no limitation on the purchase of obligations issued by banks or issued or guaranteed by the U.S. Government, its agencies or instrumentalities or as otherwise permitted by the SEC.

Dreyfus Inflation Adjusted Securities Fund, Dreyfus Intermediate Term Income Fund, Dreyfus Short-Intermediate Government Fund, Dreyfus Short Term Income Fund and The Dreyfus Fund Incorporated. Invest more than 25% of the value of its total assets in the securities of issuers in any single industry, provided that there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.

II-21

Dreyfus Natural Resources Fund. Invest more than 25% of the value of its total assets in the securities of issuers in any single industry, provided that there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities. The natural resources sector, in general, is not considered an industry for purposes of this Fundamental Policy.

Dreyfus Short-Intermediate Municipal Bond Fund. Invest more than 25% of its assets in the securities of issuers in any single industry; provided that there shall be no such limitation on the purchase of Municipal Bonds and, for temporary defensive purposes, securities issued by banks and obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities. For purposes of this Fundamental Policy, industrial development bonds, where the payment of principal and interest is the ultimate responsibility of companies with the same industry, are grouped together as an "industry."

Dreyfus Liquid Assets. Invest more than 15% of its assets in the obligations of any one bank or invest more than 5% of its assets in the obligations of any one issuer, except that up to 25% of the value of the fund's total assets may be invested without regard to any such limitation. Notwithstanding the foregoing, to the extent required by rules of the SEC, the fund will not invest more than 5% of its assets in the obligations of any one bank.

Dreyfus Worldwide Dollar Money Market Fund. Invest less than 25% of its total assets in securities issued by banks or invest more than 25% of its assets in the securities of issuers in any other industry, provided that there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities. Notwithstanding the foregoing, for temporary defensive purposes the fund may invest less than 25% of its assets in bank obligations.

Dreyfus Institutional Cash Advantage Fund. Invest less than 25% of its total assets in securities issued by banks or invest more than 25% of its total assets in the securities of issuers in any other industry, provided that there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities. Notwithstanding the foregoing, for temporary defensive purposes the fund may invest less than 25% of its assets in bank obligations.

Dreyfus Institutional Preferred Money Market Fund and Dreyfus Institutional Preferred Plus Money Market Fund. Invest less than 25% of its total assets in securities issued by banks or invest more than 25% in the securities of issuers in any other industry, provided that there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities. Notwithstanding the foregoing, for temporary defensive purposes the fund may invest less than 25% of its assets in bank obligations.

Dreyfus Liquid Assets. Invest less than 25% of its assets in obligations issued by banks or invest more than 25% of its assets in the securities of issuers in any other industry, provided that there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities. Notwithstanding the foregoing, for temporary defensive purposes the fund may invest less than 25% of its assets in bank obligations.

The Dreyfus Third Century Fund. Concentrate its investments in any particular industry or industries, except that the fund may invest up to 25% of the value of its total assets in a single industry.

5.Loans

Dreyfus Institutional Reserves Money Fund, Dreyfus Institutional Reserves Treasury Fund and Dreyfus Institutional Reserves Treasury Prime Fund. Lend any securities or make loans to others, except to the extent permitted under the 1940 Act (which currently limits such loans to no more than 33-1/3% of the value of the fund's total assets). For purposes of this Fundamental Policy, the purchase of debt obligations (including acquisitions of loans, loan participations or other forms of debt instruments) and the entry into repurchase agreements shall not constitute loans by the fund. Any loans of portfolio securities will be made according to guidelines established by the SEC and the board.

II-22

Dreyfus Intermediate Term Income Fund, Dreyfus Short-Intermediate Municipal Bond Fund, Dreyfus Short Term Income Fund and The Dreyfus Fund Incorporated. Make loans to others, except through the purchase of debt obligations and the entry into repurchase agreements; however, the fund may lend its portfolio securities in an amount not to exceed 33-1/3% of the value of its total assets. Any loans of portfolio securities will be made according to guidelines established by the SEC and the board.

Dreyfus Inflation Adjusted Securities Fund and The Dreyfus Third Century Fund. Lend any securities or make loans to others, except to the extent permitted under the 1940 Act (which currently limits such loans to no more than 33-1/3% of the value of the fund's total assets) or as otherwise permitted by the SEC. For purposes of this Fundamental Policy, the purchase of debt obligations (including acquisitions of loans, loan participations or other forms of debt instruments) and the entry into repurchase agreements shall not constitute loans by the fund. Any loans of portfolio securities will be made according to guidelines established by the SEC and the board.

Dreyfus Natural Resources Fund. Lend any securities or make loans to others, if, as a result, more than 33-1/3% of its total assets would be lent to others, except that this limitation does not apply to the purchase of debt obligations and the entry into repurchase agreements. However, the fund may lend its portfolio securities in an amount not to exceed 33-1/3% of the value of the fund's total assets. Any loans of portfolio securities will be made according to guidelines established by the SEC and the board.

Dreyfus Institutional Cash Advantage Fund, Dreyfus Institutional Preferred Money Market Fund and Dreyfus Institutional Preferred Plus Money Market Fund. Lend any securities or make loans to others, except to the extent permitted under the 1940 Act (which currently limits such loans to no more than 33-1/3% of the value of the fund's total assets), and except as otherwise permitted by interpretations or modifications by, or exemptive or other relief from, the SEC or other authority with appropriate jurisdiction, and disclosed to investors. For purposes of this Fundamental Policy, the purchase of debt obligations (including acquisitions of loans, loan participations or other forms of debt instruments) and the entry into repurchase agreements shall not constitute loans by the fund. Any loans of portfolio securities will be made according to guidelines established by the SEC and the board.

Dreyfus Worldwide Dollar Money Market Fund. Lend securities or make loans to others, except to the extent permitted under the 1940 Act (which currently limits such loans to no more than 33-1/3% of the value of the fund's total assets), or interpretations or modifications by, or exemptive or other relief from, the SEC or other authority with appropriate jurisdiction, and disclosed to investors. For purposes of this Fundamental Policy, the purchase of debt obligations (including acquisitions of loans, loan participations or other forms of debt instruments) and the entry into repurchase agreements shall not constitute loans by the fund. Any loans of portfolio securities will be made according to guidelines established by the SEC and the board.

Dreyfus Short-Intermediate Government Fund. Make loans to others except through the purchase of debt obligations and the entry into repurchase agreements referred to in the fund's prospectus. However, the fund may lend its portfolio securities in an amount not to exceed 33-1/3% of the value of its total assets. Any loans of portfolio securities will be made according to guidelines established by the SEC and the board.

Dreyfus Liquid Assets. Make loans to others or lend any securities, except as otherwise permitted by the 1940 Act (which currently limits such loans to no more than 33-1/3% of the value of the fund's total assets), or interpretations or modifications by, or exemptive or other relief from, the SEC or other authority with appropriate jurisdiction, and disclosed to investors. For purposes of this Fundamental Policy, the purchase of debt obligations (including acquisitions of loans, loan participations or other forms of debt instruments) and the entry into repurchase agreements shall not constitute loans by the fund. Any loans of portfolio securities will be made according to guidelines established by the SEC and the board.

6.Margin

Dreyfus Natural Resources Fund and The Dreyfus Fund Incorporated. Purchase securities on margin, but the fund may make margin deposits in connection with transactions in options, forward contracts, futures contracts, including those related to indices, and options on futures contracts or indices.

II-23

Dreyfus Short-Intermediate Government Fund. Purchase securities on margin, but the fund may make margin deposits in connection with transactions in options, forward contracts, futures contracts, and options on futures contracts.

Dreyfus Liquid Assets and Dreyfus Worldwide Dollar Money Market Fund. Purchase securities on margin.

Dreyfus Institutional Cash Advantage Fund, Dreyfus Institutional Preferred Money Market Fund and Dreyfus Institutional Preferred Plus Money Market Fund. Purchase or sell securities on margin.

The Dreyfus Third Century Fund. Purchase securities on margin, but the fund may obtain such short-term credit as may be necessary for the clearance of purchases and sales of securities.

7.Real Estate

Dreyfus Institutional Reserves Treasury Fund and Dreyfus Institutional Reserves Treasury Prime Fund. Purchase, hold or deal in real estate, or oil, gas or other mineral leases or exploration or development programs.

Dreyfus Institutional Reserves Money Fund. Purchase, hold or deal in real estate, or oil, gas or other mineral leases or exploration or development programs, but the fund may purchase and sell securities that are secured by real estate or issued by companies that invest or deal in real estate or real estate investment trusts and may acquire and hold real estate or interests therein through exercising rights or remedies with regard to such securities.

Dreyfus Liquid Assets and Dreyfus Worldwide Dollar Money Market Fund. Purchase or sell real estate, real estate investment trust securities, commodities, or oil and gas interests.

Dreyfus Short-Intermediate Municipal Bond Fund. Purchase or sell real estate, commodities or commodity contracts, or oil and gas interests, but this shall not prevent the fund from purchasing and selling options, forward contracts, futures contracts, including those relating to indices, and options on futures contracts or indices.

Dreyfus Inflation Adjusted Securities Fund, Dreyfus Intermediate Term Income Fund and Dreyfus Short Term Income Fund. Purchase, hold or deal in real estate, or oil, gas or other mineral leases or exploration or development programs, but the fund may purchase and sell securities that are secured by real estate or issued by companies that invest or deal in real estate. In particular, the fund may purchase mortgage-backed securities and real estate investment trust securities.

Dreyfus Institutional Cash Advantage Fund, Dreyfus Institutional Preferred Money Market Fund and Dreyfus Institutional Preferred Plus Money Market Fund. Purchase, hold or deal in real estate, or oil, gas or other mineral leases or exploration or development programs, but the fund may purchase and sell securities that are secured by real estate or issued by companies that invest in or deal in real estate.

Dreyfus Short-Intermediate Government Fund. Purchase or sell real estate, real estate investment trust securities, commodities or commodity contracts, or oil and gas interests, except that the fund may purchase and sell options, forward contracts, futures contracts, including those relating to indices, and options on futures contracts or indices.

The Dreyfus Third Century Fund. Purchase, hold or deal in commodities or commodity contracts, in oil, gas, or other mineral exploration or development programs, or in real estate but this shall not prohibit the fund from investing, consistent with Nonfundamental Policy No. 5 below, in securities of companies engaged in oil, gas or mineral investments or activities. This limitation shall not prevent the fund from investing in securities issued by a real estate investment trust, provided that such trust is not permitted to invest in real estate or in interests other than mortgages or other security interests.

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The Dreyfus Fund Incorporated. Purchase, hold or deal in real estate, but the fund may purchase and sell securities that are secured by real estate or issued by companies that invest or deal in real estate or real estate investment trusts.

8.Senior Securities

Dreyfus Institutional Reserves Money Fund, Dreyfus Institutional Reserves Treasury Fund and Dreyfus Institutional Reserves Treasury Prime Fund. Issue any senior security (as such term is defined in Section 18(f) of the 1940 Act), except insofar as the fund may be deemed to have issued a senior security by reason of borrowing money in accordance with the fund's borrowing policies.

Dreyfus Short-Intermediate Municipal Bond Fund. Issue any senior security (as such term is defined in Section 18(f) of the 1940 Act), except to the extent the activities permitted by Fundamental Policy Nos. 1 and 8 and Nonfundamental Policy No. 3 may be deemed to give rise to a senior security.

Dreyfus Natural Resources Fund. Issue any senior security (as such term is defined in Section 18(f) of the 1940 Act), except to the extent the activities permitted by Fundamental Policy Nos. 1 and 2 and Nonfundamental Policy Nos. 3 and 8 may be deemed to give rise to a senior security.

Dreyfus Inflation Adjusted Securities Fund, Dreyfus Intermediate Term Income Fund and Dreyfus Short Term Income Fund. Issue any senior security (as such term is defined in Section 18(f) of the 1940 Act), except to the extent the activities permitted by Fundamental Policy Nos. 1 and 2 and Nonfundamental Policy No. 3 may be deemed to give rise to a senior security.

Dreyfus Institutional Cash Advantage Fund, Dreyfus Institutional Preferred Money Market Fund and Dreyfus Institutional Preferred Plus Money Market Fund. Issue any senior security (as such term is defined in Section 18(f) of the 1940 Act).

9.Short Sales

Dreyfus Short-Intermediate Municipal Bond Fund. Sell securities short or purchase securities on margin, but the fund may make margin deposits in connection with transactions in options, forward contracts, futures contracts, including those relating to indices, and options on futures contracts or indices.

The Dreyfus Third Century Fund. Sell any security short or engage in the purchase and sale of put, call, straddle, or spread options or combinations thereof, or in writing such options, except that the fund may write and sell covered call option contracts on securities owned by the fund up to, but not in excess of, 20% of the market value of its net assets at the time such option contracts are written. The fund may also purchase call options for the purpose of terminating its outstanding obligations with respect to securities upon which covered call option contracts have been written. In connection with the writing of covered call options, the fund may pledge assets to an extent not greater than 20% of the market value of its total net assets at the time such options are written.

10.Underwriting

Dreyfus Inflation Adjusted Securities Fund, Dreyfus Institutional Cash Advantage Fund, Dreyfus Institutional Preferred Money Market Fund, Dreyfus Institutional Preferred Plus Money Market Fund, Dreyfus Institutional Reserves Money Fund, Dreyfus Institutional Reserves Treasury Fund, Dreyfus Institutional Reserves Treasury Prime Fund, Dreyfus Intermediate Term Income Fund, Dreyfus Liquid Assets, Dreyfus Natural Resources Fund, Dreyfus Short Term Income Fund, Dreyfus Worldwide Dollar Money Market Fund and The Dreyfus Fund Incorporated. Act as an underwriter of securities of other issuers, except to the extent the fund may be deemed an underwriter under the Securities Act by virtue of disposing of portfolio securities.

Dreyfus Short-Intermediate Government Fund. Underwrite the securities of other issuers.

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Dreyfus Short-Intermediate Municipal Bond Fund. Underwrite the securities of other issuers, except that the fund may bid separately or as part of a group for the purchase of Municipal Bonds directly from an issuer for its own portfolio to take advantage of the lower purchase price available, and except to the extent the fund may be deemed an underwriter under the Securities Act by virtue of disposing of portfolio securities.

The Dreyfus Third Century Fund. Act as an underwriter of securities of other issuers.

11.Investing for Control

The Dreyfus Third Century Fund. Invest in the securities of a company for the purpose of exercising management or control, but the fund will vote the securities it owns in its portfolio as a shareholder in accordance with its views.

Dreyfus Short-Intermediate GovernmentFund. Invest in companies for the purpose of exercising control.

12.Other

Dreyfus Short-Intermediate Government Fund. Purchase common stocks, preferred stocks, warrants or other equity securities, or purchase corporate bonds or debentures, state bonds, Municipal Bonds or industrial revenue bonds.

The Dreyfus Third Century Fund. Purchase securities of any company having less than three years' continuous operating history (including that of any predecessors) if such purchase would cause the value of the fund's investments in all such securities to exceed 5% of the value of its net assets.

In addition to the Fundamental Policies described above, the following Fundamental Policies also apply to The Dreyfus Third Century Fund:

·The fund's special considerations described in the prospectus will not be changed without shareholder approval. The board may from time to time without shareholder approval adopt additional criteria or restrictions governing the fund's investments if the board determines that the new criteria or restrictions are consistent with the fund's objective of investing in a socially responsible manner. Any such new criteria or restrictions would not be fundamental policies of the fund and could be subsequently terminated or changed by the board at any time without shareholder approval.

·The fund may not purchase or retain the securities of any issuer if officers or board members of the fund or of the Manager, who own beneficially more than 1/2 of 1% of the securities of such issuer, together own beneficially more than 5% of the securities of such issuer.

·The fund may not purchase from or sell to any of its officers or board members, or firms of which any of them are members, any securities (other than capital stock of the fund), but such persons or firms may act as brokers for the fund for customary commissions.

·The fund may not purchase warrants in excess of 2% of the value of its net assets. Such warrants shall be valued at fair market value, except that warrants acquired by the fund in units or attached to securities shall be deemed to be without value, for purposes of this restriction only.

Nonfundamental Policies

As a Nonfundamental Policy, which may be changed at any time, without shareholder approval, by a vote of a majority of the board members and in compliance with applicable law and regulatory policy, each fund, as indicated, may not:

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1.Investing for Control

Dreyfus Inflation Adjusted Securities Fund, Dreyfus Intermediate Term Income Fund and Dreyfus Short Term Income Fund. Invest in the securities of a company for the purpose of exercising management or control, but the fund will vote the securities it owns in its portfolio as a shareholder in accordance with its views.

Dreyfus Liquid Assets, Dreyfus Institutional Reserves Money Fund, Dreyfus Institutional Reserves Treasury Fund, Dreyfus Institutional Reserves Treasury Prime Fund, Dreyfus Short-Intermediate Municipal Bond Fund and Dreyfus Worldwide Dollar Money Market Fund. Invest in companies for the purpose of exercising control.

The Dreyfus Fund Incorporated. Invest in the securities of a company for the purpose of management or the exercise of control, but the fund votes the securities it owns in its portfolio as a shareholder in accordance with its own views.

2.Margin

Dreyfus Institutional Reserves Money Fund, Dreyfus Institutional Reserves Treasury Fund and Dreyfus Institutional Reserves Treasury Prime Fund. Purchase securities on margin, except for use of short-term credit necessary for clearance of purchases and sales of portfolio securities.

Dreyfus Inflation Adjusted Securities Fund, Dreyfus Intermediate Term Income Fund and Dreyfus Short Term Income Fund. Purchase securities on margin, but the fund may make margin deposits in connection with transactions in futures, including those relating to indices, and options on futures or indices.

3.Pledging Assets

Dreyfus Natural Resources Fund. Pledge, mortgage or hypothecate its assets, except to the extent necessary to secure permitted borrowings and to the extent related to the purchase of securities on a when-issued or forward commitment basis and the deposit of assets in escrow in connection with writing covered put and call options and collateral and initial or variation margin arrangements with respect to options, forward contracts, futures contracts, including those related to indices, and options on futures contracts or indices.

Dreyfus Short-Intermediate Municipal Bond Fund. Pledge, hypothecate, mortgage or otherwise encumber its assets, except to the extent necessary to secure permitted borrowings and to the extent related to the deposit of assets in escrow in connection with the purchase of securities on a when-issued or delayed-delivery basis and collateral and initial or variation margin arrangements with respect to options, forward contracts, futures contracts, including those related to indices, and options on futures contracts or indices.

Dreyfus Inflation Adjusted Securities Fund, Dreyfus Intermediate Term Income Fund and Dreyfus Short Term Income Fund. Pledge, mortgage or hypothecate its assets, except to the extent necessary to secure permitted borrowings and to the extent related to the purchase of securities on a when-issued or forward commitment basis and the deposit of assets in escrow in connection with writing covered put and call options and collateral and initial or variation margin arrangements with respect to options, futures contracts, including those relating to indices, and options on futures contracts or indices.

Dreyfus Institutional Reserves Money Fund, Dreyfus Institutional Reserves Treasury Fund and Dreyfus Institutional Reserves Treasury Prime Fund. Pledge, hypothecate, mortgage or otherwise encumber its assets, except to the extent necessary to secure permitted borrowings and to the extent related to the purchase of securities on a when-issued, forward commitment or delayed-delivery basis and the deposit of assets in escrow in connection with collateral and initial or variation margin arrangements with respect to permitted transactions.

Dreyfus Liquid Assets and Dreyfus Worldwide Dollar Money Market Fund. Pledge, hypothecate, mortgage or otherwise encumber its assets, except to the extent necessary to secure permitted borrowings and in connection with the purchase of securities on a when-issued or forward commitment basis.

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Dreyfus Short-Intermediate Government Fund. Pledge, mortgage, hypothecate or otherwise encumber its assets, except to the extent necessary to secure permitted borrowings and to the extent related to the purchase of securities on a when-issued or forward commitment basis and in connection with writing covered put and call options and margin arrangements with respect to options, forward contracts, futures contracts, including those relating to indices, and options on futures contracts or indices.

Dreyfus Institutional Cash Advantage Fund, Dreyfus Institutional Preferred Money Market Fund and Dreyfus Institutional Preferred Plus Money Market Fund. Pledge, mortgage, hypothecate or otherwise encumber its assets, except to the extent necessary to secure permitted borrowings and to the extent related to the deposit of assets in escrow in connection with the purchase of securities on a when-issued or forward commitment basis.

The Dreyfus Third Century Fund. Pledge, mortgage, hypothecate or otherwise encumber its assets, except to the extent necessary to secure permitted borrowings.

The Dreyfus Fund Incorporated. Pledge, mortgage, hypothecate or otherwise encumber its assets, except to the extent necessary to secure permitted borrowings and to the extent related to the purchase of securities on a when-issued or forward commitment basis and the deposit of assets in escrow in connection with writing covered put and call options and collateral and initial or variation margin arrangements with respect to options, forward contracts, futures contracts, including those relating to indices, and options on futures contracts or indices.

4.Purchase Securities of Other Investment Companies

Dreyfus Liquid Assets, Dreyfus Institutional Reserves Money Fund, Dreyfus Institutional Reserves Treasury Fund, Dreyfus Institutional Reserves Treasury Prime Fund, Dreyfus Short-Intermediate Municipal Bond Fund and Dreyfus Worldwide Dollar Money Market Fund. Invest in securities of other investment companies, except to the extent permitted under the 1940 Act.

Dreyfus Inflation Adjusted Securities Fund, Dreyfus Intermediate Term Income Fund, Dreyfus Natural Resources Fund, Dreyfus Short-Intermediate Government Fund, Dreyfus Short Term Income Fund and The Dreyfus Third Century Fund. Purchase securities of other investment companies, except to the extent permitted under the 1940 Act.

The Dreyfus Fund Incorporated. Purchase any securities issued by any investment company, except to the extent permitted under the 1940 Act.

5.Illiquid Investments

Dreyfus Liquid Assets, Dreyfus Institutional Cash Advantage Fund, Dreyfus Institutional Reserves Money Fund, Dreyfus Institutional Reserves Treasury Fund, Dreyfus Institutional Reserves Treasury Prime Fund and Dreyfus Worldwide Dollar Money Market Fund. Enter into repurchase agreements providing for settlement in more than seven days after notice or purchase securities which are illiquid if, in the aggregate, more than 5% of the value of the fund's total assets would be so invested.

Dreyfus Inflation Adjusted Securities Fund, Dreyfus Intermediate Term Income Fund, Dreyfus Natural Resources Fund, Dreyfus Short-Intermediate Government Fund, Dreyfus Short Term Income Fund, The Dreyfus Fund Incorporated and The Dreyfus Third Century Fund. Enter into repurchase agreements providing for settlement in more than seven days after notice or purchase securities which are illiquid if, in the aggregate, more than 15% of the value of the fund's net assets would be so invested.

Dreyfus Short-Intermediate Municipal Bond Fund. Enter into repurchase agreements providing for settlement in more than seven days after notice or purchase securities which are illiquid (which securities could include participation interests (including municipal lease/purchase agreements) that are not subject to the demand feature described in the fund's prospectus, and floating and variable rate demand obligations as to which the fund cannot exercise the demand feature described in the fund's prospectus on less than seven days' notice and

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as to which there is no secondary market), if, in the aggregate, more than 15% of its net assets would be so invested.

Dreyfus Institutional Preferred Money Market Fund and Dreyfus Institutional Preferred Plus Money Market Fund. Enter into repurchase agreements providing for settlement in more than seven days after notice or purchase securities which are illiquid if, in the aggregate, more than 5% of the value of the fund's net assets would be so invested.

6.Short Sales

Dreyfus Liquid Assets, Dreyfus Institutional Reserves Money Fund, Dreyfus Institutional Reserves Treasury Fund, Dreyfus Institutional Reserves Treasury Prime Fund and Dreyfus Worldwide Dollar Money Market Fund. Sell securities short.

7.Investment in Other than Municipal Bonds

Dreyfus Short-Intermediate Municipal Bond Fund. Purchase securities other than Municipal Bonds and taxable investments and those arising out of transactions in futures and options or as otherwise provided in the fund's prospectus.

8.Puts/Calls

Dreyfus Inflation Adjusted Securities Fund, Dreyfus Intermediate Term Income, Dreyfus Natural Resources Fund and Dreyfus Short Term Income Fund. Purchase, sell or write puts, calls or combinations thereof, except as described in its prospectus and this SAI.

Dreyfus Liquid Assets and Dreyfus Worldwide Dollar Money Market Fund. Write or purchase put or call options or combinations thereof.

9.Other

Dreyfus Liquid Assets and Dreyfus Worldwide Dollar Money Market Fund. Purchase common stocks, preferred stocks, warrants, corporate bonds or debentures, state bonds, municipal bonds or industrial revenue bonds (except through the purchase of debt obligations referred to in the prospectus and this SAI).

With respect to each fund, if a percentage restriction is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction, except as otherwise required by the 1940 Act. With respect to the funds' policies pertaining to borrowing, however, if borrowings exceed 33-1/3% of the value of a fund's total assets as a result of a change in values or assets, the fund must take steps to reduce such borrowings within three days (not including Sundays and holidays) thereafter at least to the extent of such excess.

Dreyfus Inflation Adjusted Securities Fund, Dreyfus Natural Resources Fund and Dreyfus Short-Intermediate Government Fund have adopted policies prohibiting them from operating as funds-of-funds in reliance on Section 12(d)(1)(F) or Section 12(d)(1)(G) of the 1940 Act.

Policies Related to Fund Names

Each of the following funds invests, under normal circumstances, at least 80% of its net assets, plus any borrowings for investment purposes (for funds that may borrow for investment purposes), in the instruments (or other instruments with similar economic characteristics) described below. Each fund has adopted a policy to provide its shareholders with at least 60 days' prior notice of any change in its policy to so invest its assets (except for certain funds that have adopted such policy as a Fundamental Policy as indicated above).

Fund	Investment
Dreyfus Inflation Adjusted Securities Fund	Two separate tests: (1) inflation-indexed securities and

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Fund	Investment
	(2) investment grade securities
Dreyfus Intermediate Term Income Fund Dreyfus Short Term Income Fund	Fixed-income securities of U.S. and foreign issuers rated investment grade or the unrated equivalent as determined by the Manager
Dreyfus Natural Resources Fund	Stocks of companies in the natural resources and natural resources related sectors
Dreyfus Short-Intermediate Government Fund	Securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities, and in repurchase agreements collateralized by such securities
Dreyfus Short-Intermediate Municipal Bond Fund	Municipal Bonds

DIVIDENDS AND DISTRIBUTIONS

Dreyfus Inflation Adjusted Securities Fund, Dreyfus Institutional Reserves Money Fund, Dreyfus Institutional Reserves Treasury Fund, Dreyfus Institutional Reserves Treasury Prime Fund, Dreyfus Institutional Cash Advantage Fund, Dreyfus Institutional Preferred Money Market Fund, Dreyfus Institutional Preferred Plus Money Market Fund, Dreyfus Intermediate Term Income Fund, Dreyfus Liquid Assets, Dreyfus Short-Intermediate Government Fund, Dreyfus Short-Intermediate Municipal Bond Fund, Dreyfus Short Term Income Fund and Dreyfus Worldwide Dollar Money Market Fund

Each fund ordinarily declares dividends from its net investment income on each business day, which is every day the NYSE or, with respect to Dreyfus Institutional Reserves Money Fund, Dreyfus Institutional Cash Advantage Fund, Dreyfus Institutional Preferred Money Market Fund, Dreyfus Institutional Preferred Plus Money Market Fund, Dreyfus Liquid Assets and Dreyfus Worldwide Dollar Money Market Fund only, the Transfer Agent is open for business.

INFORMATION ABOUT THE FUNDS' ORGANIZATION AND STRUCTURE

Each fund is an open-end management investment company. Listed below are the forms of organization of each fund company, its corresponding fund series (if any), the dates of organization and each fund's subclassification as "diversified" or "non-diversified" under the 1940 Act. The fund companies (in bold) listed below are either Maryland corporations or Massachusetts business trusts. If one or more funds are listed in italics thereunder, then such fund company is a "series" company, and investments are made through, and shareholders invest in, the fund series shown. References in this SAI to a "fund" generally refer to the series of a series company; if no such funds are listed under a bold fund company name, then it is not organized as a series company and the term "fund" refers to such fund company.

Name	State of Organization	Date of Organization*	Diversification Classification
Dreyfus Institutional Cash Advantage Funds	Massachusetts	May 21, 1993
Dreyfus Institutional Cash Advantage Fund			Diversified
Dreyfus Institutional Preferred Money Market Funds	Massachusetts	May 21, 1993
Dreyfus Institutional Preferred Money Market Fund			Diversified
Dreyfus Institutional Preferred Plus Money Market Fund			Diversified

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Name	State of Organization	Date of Organization*	Diversification Classification
Dreyfus Institutional Reserves Funds	Massachusetts	January 10, 2008**
Dreyfus Institutional Reserves Money Fund			Diversified
Dreyfus Institutional Reserves Treasury Fund			Diversified
Dreyfus Institutional Reserves Treasury Prime Fund			Diversified
Dreyfus Investment Grade Funds, Inc.	Maryland	June 26, 1992
Dreyfus Inflation Adjusted Securities Fund			Diversified
Dreyfus Intermediate Term Income Fund			Diversified
Dreyfus Short Term Income Fund			Non-diversified
Dreyfus Liquid Assets, Inc.	Maryland	September 6, 1973	Diversified
Dreyfus Opportunity Funds	Massachusetts	May 21, 1993
Dreyfus Natural Resources Fund			Non-diversified
Dreyfus Premier Short-Intermediate Municipal Bond Fund	Massachusetts	October 29, 1986
Dreyfus Short-Intermediate Municipal Bond Fund			Non-diversified
Dreyfus Short-Intermediate Government Fund	Massachusetts	September 19, 1986	Diversified
Dreyfus Worldwide Dollar Money Market Fund, Inc.	Maryland	February 2, 1989	Diversified
The Dreyfus Fund Incorporated	Maryland	January 2, 1947	Diversified
The Dreyfus Third Century Fund, Inc.	Delaware Maryland	May 6, 1971 Reorganized as a Maryland corporation on October 9, 1981	Diversified

*As a result of legal requirements relating to the formation of Massachusetts business trusts, there may have been a significant period of time between the dates of organization and commencement of operations for funds organized in this structure, during which time no business or other activities were conducted.

**Prior to Dreyfus Institutional Reserves Funds commencing operations, the fund participated in a tax-free reorganization where each series of the fund received the assets of a corresponding series of BNY Hamilton Funds.

CERTAIN EXPENSE ARRANGEMENTS AND OTHER DISCLOSURES

Dreyfus Inflation Adjusted Securities Fund, Dreyfus Intermediate Term Income Fund, Dreyfus Short Term Income Fund and Dreyfus Worldwide Dollar Money Market Fund. The Manager has agreed that if in any fiscal year the

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aggregate expenses of the fund, exclusive of taxes, brokerage, interest on borrowings and (with the prior written consent of the necessary state securities commissions) extraordinary expenses, but including the management fee, exceed the expense limitation of any state having jurisdiction over the fund, the fund may deduct from the payment to be made to the Manager under the fund's agreement with the Manager, or the Manager will bear, such excess expense to the extent required by state law. Such deduction or payment, if any, will be estimated daily, and reconciled and effected or paid, as the case may be, on a monthly basis.

Dreyfus Liquid Assets. The Manager has agreed that if in any fiscal year the fund's aggregate expenses, exclusive of taxes, brokerage, interest and (with the prior written consent of the necessary state securities commissions) extraordinary expenses, but including the management fee, exceed 1% of the value of the fund's average net assets for the fiscal year, the Manager will refund to the fund, or bear, the excess over 1%. Such expense reimbursement, if any, will be estimated, reconciled and paid on a monthly basis.

Dreyfus Short-Intermediate Government Fund. The Manager has agreed that if in any fiscal year the aggregate expenses of the fund, exclusive of taxes, brokerage, interest on borrowings and (with the prior written consent of the necessary state securities commissions) extraordinary expenses, but including the management fee, exceed 1-1/2% of the average value of the fund's net assets for the fiscal year, the fund may deduct from the payment to be made to the Manager under the fund's agreement with the Manager, or the Manager will bear, such excess expense. Such deduction or payment, if any, will be estimated daily, and reconciled and effected or paid, as the case may be, on a monthly basis.

Dreyfus Short-Intermediate Municipal Bond Fund. The Manager has agreed that if in any fiscal year the aggregate expenses of the fund, exclusive of taxes, brokerage, interest on borrowings and (with the prior written consent of the necessary state securities commissions) extraordinary expenses, but including the management fee, exceed, with respect to Class D shares, 1-1/2% of the value of the fund's average net assets attributable to Class D shares for the fiscal year, the fund may deduct from the payment to be made to the Manager under the fund's agreement with the Manager, or the Manager will bear, such excess expense. Such deduction or payment, if any, will be estimated daily, and reconciled and effected or paid, as the case may be, on a monthly basis.

The Dreyfus Fund Incorporated. The Manager has agreed that if the aggregate expenses of the fund, exclusive of taxes and brokerage commissions but including the management fee, exceed 1% of the value of the fund's average daily net assets for any full fiscal year, the Manager will bear such expenses or refund to the fund the amount of such excess.

The Dreyfus Third Century Fund. The Manager has agreed that if, in any fiscal year, the aggregate expenses of the fund, exclusive of taxes, brokerage, interest and (with the prior written consent of the necessary state securities commissions) extraordinary expenses, but including the management fee, exceed, with respect to Class Z of the fund, 1-1/2% of the average value of the fund's net assets attributable to its Class Z shares, the fund may deduct from the fees to be paid to the Manager, or the Manager will bear, the excess expense. For each fiscal year of the fund, the Manager will pay or bear such excess on a pro rata basis in proportion to the relative fees otherwise payable pursuant to the fund's agreement with the Manager. Such deduction or payment, if any, will be estimated, reconciled and effected or paid, as the case may be, on a monthly basis and will be limited to the amount of fees otherwise payable to the Manager under the fund's agreement with the Manager.

COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Except for The Dreyfus Third Century Fund, Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York  10038-4982, as counsel for the funds, has rendered its opinion as to certain legal matters regarding the due authorization and valid issuance of the shares being sold pursuant to the funds' prospectuses.  For The Dreyfus Third Century Fund, Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New York 10103-3198, as counsel for the fund, has rendered its opinion as to certain legal matters regarding the due authorization and valid issuance of the shares being sold pursuant to the fund's prospectus.

Ernst & Young LLP, 5 Times Square, New York, New York 10036-6530, an independent registered public accounting firm, has been selected to serve as the independent registered public accounting firm for the funds.

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PART III

ADDITIONAL INFORMATION ABOUT HOW TO BUY SHARES

See the prospectus and "How to Buy Shares" in Part II of this SAI to determine which sections of the discussion below apply to your fund.

Except as may be otherwise described in "How to Buy Shares—Information Regarding the Offering of Share Classes" in Part II of this SAI, fund shares may be purchased through the Distributor or Service Agents that have entered into service agreements with the Distributor. The initial investment must be accompanied by the Account Application. If required information is missing from your Account Application, it may be rejected. If an account is established pending receipt of requested information, it may be restricted to liquidating transactions only and closed if requested information is not received within specified time frames. Subsequent purchase requests may be sent directly to the Transfer Agent or your Service Agent. You will be charged a fee if a check used to purchase fund shares is returned unpayable. Effective July 1, 2011 the funds issue shares in book entry form only and no longer issue share certificates.

Each fund reserves the right to reject any purchase order. No fund will establish an account for a "foreign financial institution," as that term is defined in Treasury rules implementing Section 312 of the USA PATRIOT Act. Foreign financial institutions include: foreign banks (including foreign branches of U.S. depository institutions); foreign offices of U.S. securities broker-dealers, futures commission merchants and mutual funds; non-U.S. entities that, if they were located in the United States, would be securities broker-dealers, futures commission merchants or mutual funds; and non-U.S. entities engaged in the business of currency dealer or exchanger or money transmitter. No fund will accept cash, travelers' checks or money orders as payment for shares.

Service Agents may impose certain conditions on their clients which are different from those described in the prospectus and this SAI and, to the extent permitted by applicable regulatory authority, may charge their clients direct fees. You should consult your Service Agent in this regard. As discussed under "Management Arrangements—Distributor" in Part III of this SAI, Service Agents may receive revenue sharing payments from Dreyfus or the Distributor. The receipt of such payments could create an incentive for a Service Agent to recommend or sell fund shares instead of other mutual funds where such payments are not received. Please contact your Service Agent for details about any payments it may receive in connection with the sale of fund shares or the provision of services to a fund.

The Code imposes various limitations on the amount that may be contributed to certain Retirement Plans or government sponsored programs. These limitations apply with respect to participants at the Retirement Plan level and, therefore, do not directly affect the amount that may be invested in a fund by a Retirement Plan or government sponsored programs. Participants and plan sponsors should consult their tax advisors for details.

Investment Minimums

Each fund reserves the right to vary further the initial and subsequent investment minimum requirements at any time.

Except as may be otherwise described in "How to Buy Shares—Investment Minimums" in Part II of this SAI, shares of each fund are offered without regard to the minimum initial investment requirements to fund board members who elect to have all or a portion of their compensation for serving in that capacity automatically invested in the fund.

Purchase of Institutional Money Funds and Cash Management Funds

In addition to the purchase information which may be described in "How to Buy Shares—Purchase of Institutional Money Funds" in Part II of this SAI, shares may be purchased by wire, by telephone or through a compatible automated interface or trading system. All payments should be made in U.S. dollars and, to avoid fees and delays, should be drawn only on U.S. banks. To place an order by telephone or to determine whether their automated facilities are compatible with the fund, investors should call Dreyfus Investments Division at 1-800-346-3621.

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In-Kind Purchases

Certain funds may, at their discretion, permit the purchases of shares through an "in-kind" exchange of securities. Any securities exchanged must meet the investment objective, policies and limitations of the fund, must have a readily ascertainable market value, must be liquid and must not be subject to restrictions on resale. The market value of any securities exchanged, plus any cash, must be at least equal to the fund's minimum initial investment. Shares purchased in exchange for securities generally cannot be redeemed for fifteen days following the exchange in order to allow time for the transfer to settle.

Securities accepted by a fund will be valued in the same manner as the fund values its assets. Any interest earned on the securities following their delivery to the fund and prior to the exchange will be considered in valuing the securities. All interest, dividends, subscription or other rights attached to the securities become the property of the fund, along with the securities. The exchange of securities for fund shares may be a taxable transaction to the shareholder. For further information about "in-kind" purchases, call 1-800-DREYFUS.

Information Pertaining to Purchase Orders

For certain institutions that have entered into agreements with the Distributor, payment for the purchase of shares of funds other than money market funds may be transmitted, and must be received by the Transfer Agent, within three business days after the order is placed. If such payment is not received within three business days after the order is placed, the order may be canceled and the institution could be held liable for resulting fees and/or losses.

Federal Funds (money market funds only). Shares of each fund are sold on a continuous basis at the NAV per share next determined after an order and Federal Funds are received by the Transfer Agent or other entity authorized to receive orders on behalf of the fund. If you do not remit Federal Funds, your payment must be converted into Federal Funds. This usually occurs within one business day of receipt of a bank wire and within two business days of receipt of a check drawn on a member bank of the Federal Reserve System. Checks drawn on banks which are not members of the Federal Reserve System may take considerably longer to convert into Federal Funds. Prior to receipt of Federal Funds, your money will not be invested in the fund.

Dreyfus TeleTransfer Privilege. Except as may be otherwise described in "How to Buy Shares—Dreyfus TeleTransfer Privilege" in Part II of this SAI, you may purchase fund shares by telephone or online if you have checked the appropriate box and supplied the necessary information on the Account Application or have filed a Shareholder Services Form with the Transfer Agent. The proceeds will be transferred between the bank account designated in one of these documents and your fund account. Only a bank account maintained in a domestic financial institution which is an ACH member may be so designated.

Dreyfus TeleTransfer purchase orders may be made at any time. If purchase orders are received prior to the time as of which the fund calculates its NAV (as described in the prospectus) on any day the Transfer Agent and the NYSE are open for regular business, fund shares will be purchased at the public offering price determined on that day. If purchase orders are made after the time as of which the fund calculates its NAV on any day the Transfer Agent and the NYSE are open for regular business, or made on Saturday, Sunday or any fund holiday (e.g., when the NYSE is not open for business) fund shares will be purchased at the public offering price determined on the next bank business day following such purchase order. To qualify to use the Dreyfus TeleTransfer Privilege, the initial payment for purchase of shares must be drawn on, and redemption proceeds paid to, the same bank and account as are designated on the Account Application or Shareholder Services Form on file. If the proceeds of a particular redemption are to be sent to an account at any other bank, the request must be in writing and signature-guaranteed as described below under "Additional Information About How to Redeem Shares—Share Certificates; Medallion Signature Guarantees." See "Additional Information About How to Redeem Shares—Dreyfus TeleTransfer Privilege" below for more information. Dreyfus TeleTransfer Privilege enables investors to make regularly scheduled investments and may provide investors with a convenient way to invest for long-term financial goals, but does not guarantee a profit and will not protect an investor against loss in a declining market.

Reopening an Account. Except as may be otherwise described in "How to Buy Shares—Reopening An Account" in Part II of this SAI, you may reopen an account with a minimum investment of $100 without filing a new Account Application during the calendar year the account is closed or during the following calendar year, provided the information on the old Account Application is still applicable.

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Multi-Class Funds. When purchasing shares of a Multi-Class Fund, you must specify which class is being purchased. In many cases, neither the Distributor nor the Transfer Agent will have the information necessary to determine whether a quantity discount or reduced sales charge is applicable to a purchase. You or your Service Agent must notify the Distributor whenever a quantity discount or reduced sales charge is applicable to a purchase and must provide the Distributor with sufficient information at the time of purchase to verify that each purchase qualifies for the privilege or discount.

Service Agents may receive different levels of compensation for selling different classes of shares of the Multi-Class Funds.

Class A. Except as may be otherwise described in "How to Buy Shares—Class A" in Part II of this SAI, and as described below with respect to: (a) Class A shares of a Multi-Class Fund that is an equity fund purchased by shareholders who owned Class A shares of such fund on November 30, 1996; and (b) Class T shares exchanged for Class A shares, the public offering price for Class A shares of each Multi-Class Fund that is an equity fund is the NAV per share of that class plus a sales load as shown below:

Total Sales Load*—Class A Shares
Amount of Transaction	As a % of offering price per share	As a % of NAV per share	Dealers' reallowance as a % of offering price
Less than $50,000	5.75	6.10	5.00
$50,000 to less than $100,000	4.50	4.71	3.75
$100,000 to less than $250,000	3.50	3.63	2.75
$250,000 to less than $500,000	2.50	2.56	2.25
$500,000 to less than $1,000,000	2.00	2.04	1.75
$1,000,000 or more	-0-	-0-	-0-

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* Due to rounding, the actual sales load you pay may be more or less than that calculated using these percentages.

The public offering price for Class A shares of a Dreyfus Multi-Class Fund that is an equity fund purchased by shareholders who beneficially owned Class A shares of such fund on November 30, 1996 is the NAV per share of that class plus a sales load as shown below:

Total Sales Load*—Class A Shares
Amount of Transaction	As a % of offering price per share	As a % of NAV per share	Dealers' reallowance as a % of offering price
Less than $50,000	4.50	4.71	4.25
$50,000 to less than $100,000	4.00	4.17	3.75
$100,000 to less than $250,000	3.00	3.09	2.75
$250,000 to less than $500,000	2.50	2.56	2.25
$500,000 to less than $1,000,000	2.00	2.04	1.75
$1,000,000 or more	-0-	-0-	-0-

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* Due to rounding, the actual sales load you pay may be more or less than that calculated using these percentages.

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Effective February 4, 2009 (the "Exchange Date"), Class T shares are no longer offered by any Multi-Class Fund. Holders of Class T shares of a Multi-Class Fund as of the Exchange Date received automatically, in exchange for their Class T shares of a fund, Class A shares of the fund having an aggregate NAV equal to the aggregate value of the shareholder's Class T shares. For shareholders of a Multi-Class Fund who received Class A shares of the fund in exchange for their Class T shares of the fund on the Exchange Date, the public offering price for Class A shares of the fund is the NAV per share of Class A of the fund plus a sales load as shown below:

Total Sales Load*—Class A Shares
Amount of Transaction	As a % of offering price per share	As a % of NAV per share	Dealers' reallowance as a % of offering price
Less than $50,000	4.50	4.71	4.00
$50,000 to less than $100,000	4.00	4.17	3.50
$100,000 to less than $250,000	3.00	3.09	2.50
$250,000 to less than $500,000	2.00	2.04	1.75
$500,000 to less than $1,000,000	1.50	1.52	1.25
$1,000,000 or more	-0-	-0-	-0-

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* Due to rounding, the actual sales load you pay may be more or less than that calculated using these percentages.

The public offering price for Class A shares of each Multi-Class Fund that is a bond fund is the NAV per share of that class plus a sales load as shown below:

Total Sales Load*—Class A Shares
Amount of Transaction	As a % of offering price per share	As a % of NAV per share	Dealers' reallowance as a % of offering price
Less than $50,000	4.50	4.71	4.25
$50,000 to less than $100,000	4.00	4.17	3.75
$100,000 to less than $250,000	3.00	3.09	2.75
$250,000 to less than $500,000	2.50	2.56	2.25
$500,000 to less than $1,000,000	2.00	2.04	1.75
$1,000,000 or more	-0-	-0-	-0-

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* Due to rounding, the actual sales load you pay may be more or less than that calculated using these percentages.

Class A shares of a Multi-Class Fund purchased without an initial sales load as part of an investment of $1,000,000 or more may be assessed at the time of redemption a 1% CDSC if redeemed within one year of purchase. The Distributor may pay Service Agents an up-front commission of up to 1% of the NAV of Class A shares purchased by their clients as part of a $1,000,000 or more investment in Class A shares that are subject to a CDSC. If the Service Agent waives receipt of such commission, the CDSC applicable to such Class A shares will not be assessed at the time of redemption.

The scale of sales loads applies to purchases of Class A shares made by any Purchaser.

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·Class A Shares Offered at NAV. Full-time employees of member firms of FINRA and full-time employees of other financial institutions which have entered into an agreement with the Distributor pertaining to the sale of fund shares (or which otherwise have a brokerage-related or clearing arrangement with a FINRA member firm or financial institution with respect to the sale of such shares) may purchase Class A shares for themselves directly or pursuant to an employee benefit plan or other program (if fund shares are offered to such plans or programs), or for their spouses or minor children, at NAV without a sales load, provided they have furnished the Distributor with such information as it may request from time to time in order to verify eligibility for this privilege. This privilege also applies to full-time employees of financial institutions affiliated with FINRA member firms whose full-time employees are eligible to purchase Class A shares at NAV. In addition, Class A shares are offered at NAV to full-time or part-time employees of Dreyfus or any of its affiliates or subsidiaries, directors of Dreyfus, board members of a fund advised by Dreyfus or its affiliates, or the spouse or minor child of any of the foregoing. Further, a charitable organization investing $50,000 or more in fund shares and a charitable remainder trust (each as defined in Section 501(c)(3) of the Code) may purchase Class A shares at NAV without payment of a sales charge, provided that such Class A shares are purchased directly through the Distributor. Any such charitable organization or charitable remainder trust that held Class A shares of a fund as of July 15, 2011, and continues to hold such Class A shares, may purchase additional Class A shares of the fund at NAV without a sales load whether or not purchasing such shares directly through the Distributor. Additional information about purchasing Class A shares at NAV is in the prospectus.

A shareholder purchasing fund shares through a Service Agent may no longer be eligible to purchase fund shares at NAV without a sales load, if the nature of the shareholder's relationship, and/or the services the shareholder receives from, the Service Agent changes. Please consult your Service Agent for further details.

·Dealer Reallowance. The dealer reallowance provided with respect to Class A shares may be changed from time to time but will remain the same for all dealers. The Distributor, at its own expense, may provide additional promotional incentives to dealers that sell shares of funds advised or administered by Dreyfus which are sold with a sales load, such as Class A shares. In some instances, these incentives may be offered only to certain dealers who have sold or may sell significant amounts of such shares. See "Management Arrangements—Distributor" below.

·Right of Accumulation. Except as may be otherwise described in "How to Buy Shares—Right of Accumulation" in Part II of this SAI, reduced sales loads apply to any purchase of Class A shares by you and any related Purchaser where the aggregate investment including such purchase is $50,000 or more. If, for example, you previously purchased and still hold Eligible Shares, or combination thereof, with an aggregate current market value of $40,000 and subsequently purchase Class A shares of such fund having a current value of $20,000, the sales load applicable to the subsequent purchase would be the sales load in effect for a transaction in the range of $50,000 to less than $100,000. All present holdings of Eligible Shares may be combined to determine the current offering price of the aggregate investment in ascertaining the sales load applicable to each subsequent purchase.

To qualify for reduced sales loads, at the time of purchase you or your Service Agent must notify the Distributor if orders are made by wire or the Transfer Agent if orders are made by mail. The reduced sales load is subject to confirmation of your holdings through a check of appropriate records.

·Conversion of All Class B Shares. Effective on or about the Effective Date (March 13, 2012), each Multi-Class Fund offering Class B shares converted its outstanding Class B shares to Class A shares of the fund (or, for certain funds, Class D shares of the fund—see "How to Buy Shares" in Part II of this SAI). Class B shares are no longer offered by the funds and have been terminated as a separately designated class of each fund. On the Effective Date, holders of Class B shares of a fund received Class A shares (or, as applicable, Class D shares) of the fund having an aggregate NAV equal to the aggregate NAV of the shareholder's Class B shares. Each fund's Class A shares (or, as applicable, Class D shares) have a lower total annual expense ratio than the fund's Class B shares. No front-end sales load or CDSC was imposed in connection with the conversion. Any subsequent investments in a fund's Class A shares by

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holders of Class A shares that were converted from Class B shares will be subject to the front-end sales load applicable to the fund's Class A shares.

Class C. The public offering price for Class C shares is the NAV per share of that class. No initial sales charge is imposed at the time of purchase. A CDSC is imposed, however, on redemptions of Class C shares made within the first year of purchase. See "Additional Information About How to Redeem Shares—Contingent Deferred Sales Charge—Multi-Class Funds—Class C" below.

Class I. The public offering price for Class I shares is the NAV per share of that class.

Shareholders who received Class I shares of a fund in exchange for Class Y shares of a corresponding Acquired Fund as a result of the reorganization of such series may continue to purchase Class I shares of any fund in the Dreyfus Family of Funds whether or not they would otherwise be eligible to do so. Additional information about eligibility to purchase Class I shares is in the prospectus and may be in Part II of this SAI.

Institutions effecting transactions in Class I shares for the accounts of their clients may charge their clients direct fees in connection with such transactions.

All Other Share Classes. The public offering price is the NAV per share of the class.

Converting Shares

Under certain circumstances, shares of a fund with more than one class may be converted from one class of shares to another class of shares of the same fund. The aggregate dollar value of the shares of the class received upon any such conversion will equal the aggregate dollar value of the converted shares on the date of the conversion. An investor whose fund shares are converted from one class to another class will not realize taxable gain or loss as a result of the conversion.

Taxpayer ID Number

Federal regulations require that you provide a certified taxpayer identification number ("TIN") upon opening or reopening an account. See the Account Application for further information concerning this requirement. Failure to furnish a certified TIN could subject you to a $50 penalty imposed by the IRS.

Frequent Purchases and Exchanges (non-money market funds only)

The funds are intended to be long-term investment vehicles and are not designed to provide investors with a means of speculating on short-term market movements. A pattern of frequent purchases and exchanges can be disruptive to efficient portfolio management and, consequently, can be detrimental to a fund's performance and its shareholders. If fund management determines that an investor is following an abusive investment strategy, it may reject any purchase request, or terminate the investor's exchange privilege, with or without prior notice. Such investors also may be barred from purchasing shares of other funds in the Dreyfus Family of Funds. Accounts under common ownership or control may be considered as one account for purposes of determining a pattern of excessive or abusive trading. In addition, a fund may refuse or restrict purchase or exchange requests for fund shares by any person or group if, in the judgment of fund management, the fund would be unable to invest the money effectively in accordance with its investment objective and policies or could otherwise be adversely affected or if the fund receives or anticipates receiving simultaneous orders that may significantly affect the fund. If an exchange request is refused, the fund will take no other action with respect to the fund shares until it receives further instructions from the investor. While a fund will take reasonable steps to prevent excessive short-term trading deemed to be harmful to the fund, it may not be able to identify excessive trading conducted through certain financial intermediaries or omnibus accounts.

ADDITIONAL INFORMATION ABOUT HOW TO REDEEM SHARES

See the prospectus or "How to Redeem Shares" in Part II of this SAI for fund-specific and other information about the redemption of fund shares.

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Except as may be otherwise described in "How to Redeem Shares" in Part II of this SAI, each fund ordinarily will make payment for all shares redeemed within seven days after receipt by the Transfer Agent of a redemption request in proper form, except as provided by the rules of the SEC. However, if you have purchased fund shares by check, by Dreyfus TeleTransfer Privilege or through Dreyfus Automatic Asset Builder^®, and subsequently submit a written redemption request to the Transfer Agent, you will receive proceeds from the redemption once a sufficient period of time has passed to reasonably ensure that the purchase check (including a certified or cashier's check) has cleared (normally eight business days). For a money market fund, the fund may delay the redemption of such shares for such period; for a fund other than a money market fund, the fund may delay sending the redemption proceeds for such period. In addition, the fund will not honor redemption checks under the Checkwriting Privilege, and will reject requests to redeem shares by wire or telephone, online or pursuant to the Dreyfus TeleTransfer Privilege, for eight business days after receipt by the Transfer Agent of the purchase check, the Dreyfus TeleTransfer purchase or the Dreyfus Automatic Asset Builder order against which such redemption is requested. These procedures will not apply if your shares were purchased by wire payment, or if you otherwise have a sufficient collected balance in your account to cover the redemption request. Fund shares will not be redeemed until the Transfer Agent has received your Account Application.

If you hold shares of more than one class of a fund with more than one class, any request for redemption must specify the class of shares being redeemed. If you fail to specify the class of shares to be redeemed or if you own fewer shares of the class than specified to be redeemed, the redemption request may be delayed until the Transfer Agent receives further instructions from you or your Service Agent.

Except as may be otherwise described in "How to Redeem Shares" in Part II of this SAI, the Wire Redemption Privilege, Dreyfus TeleTransfer Privilege and the Telephone Exchange Privilege authorize the Transfer Agent to act on telephone (including over the Dreyfus Express voice response system), letter or online instructions from any person representing himself or herself to be you, or a representative of your Service Agent, and reasonably believed by the Transfer Agent to be genuine. The fund will require the Transfer Agent to employ reasonable procedures, such as requiring a form of personal identification, to confirm that instructions are genuine and, if it does not follow such procedures, the fund or the Transfer Agent may be liable for any losses due to unauthorized or fraudulent instructions. Neither the fund nor the Transfer Agent will be liable for following telephonic instructions reasonably believed to be genuine.

During times of drastic economic or market conditions, you may experience difficulty in contacting the Transfer Agent by telephone or online to request a redemption or exchange of fund shares. In such cases, you should consider using the other redemption procedures described herein. Use of these other redemption procedures may result in your redemption request being processed at a later time than it would have been if telephonic redemption had been used. During the delay the NAV of non-money market funds may fluctuate.

Redemption Fee

Certain funds will deduct a redemption fee as described in the relevant funds' prospectuses. Subject to the exceptions described in a fund's prospectus, shares held for less than the 60-day holding period will be subject to the fund's redemption fee, whether held directly in your name or indirectly through an intermediary, such as a broker, bank, investment adviser, recordkeeper for Retirement Plan participants or any other third party. If you hold your shares through an intermediary's omnibus account, the intermediary is responsible for imposing the fee and remitting the fee to the fund.

The redemption fee will be charged and retained by a fund on shares sold before the end of the required holding period. The fund will use the "first-in, first-out" method to determine the holding period for the shares sold. Under this method, shares held the longest will be redeemed or exchanged first. The holding period commences on the day after your purchase order is effective. For example, the holding period for shares purchased on October 31 (trade date) begins on November 1 and ends on the 59^th day, which is December 29. Thus, if you redeemed these shares on December 29, you would be assessed the fee, but you would not be assessed the fee if you redeemed on or after December 30.

A redemption fee generally is collected by deduction from the redemption proceeds, but may be imposed by billing you if the fee is not imposed as part of the redemption transaction.

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A fund may postpone the effective date of the assessment of the redemption fee on the underlying shareholder accounts within an omnibus account if an intermediary requires additional time to collect the fund's redemption fee.

The fund may impose the redemption fee at the plan level for employee benefit plans that hold shares on behalf of a limited number of employees. Plan sponsors of such benefit plans that opt to impose redemption fees at the employee account level, rather than at the plan level, must enter into agreements with Dreyfus that obligate the sponsor to collect and remit redemption fees at the employee level and to provide to the fund, at its request, shareholder identity and transaction information.

The funds' prospectuses contain information on transactions for which the redemption fee is waived. The funds reserve the right to exempt additional transactions from the redemption fee.

Contingent Deferred Sales Charge—Multi-Class Funds

Class C. A CDSC of 1% payable to the Distributor is imposed on any redemption of Class C shares within one year of the date of purchase. No CDSC will be imposed to the extent that the NAV of the Class C shares redeemed does not exceed (i) the current NAV of Class C shares of the fund acquired through reinvestment of fund dividends or capital gain distributions, plus (ii) increases in the NAV of your Class C shares above the dollar amount of all your payments for the purchase of Class C shares held by you at the time of redemption.

If the aggregate value of Class C shares redeemed has declined below their original cost as a result of the fund's performance, a CDSC may be applied to the then-current NAV rather than the purchase price.

In determining whether a CDSC is applicable to a redemption, the calculation will be made in a manner that results in the lowest possible rate. It will be assumed that the redemption is made first of amounts representing Class C shares acquired pursuant to the reinvestment of dividends and distributions; then of amounts representing the increase in NAV of Class C shares above the total amount of payments for the purchase of Class C shares made during the preceding year; and finally, of amounts representing the cost of shares held for the longest period.

For example, assume an investor purchased 100 shares of the fund at $10 per share for a cost of $1,000. Subsequently, the shareholder acquired five additional shares through the reinvestment of fund dividends. Within a year after the purchase the investor decided to redeem $500 of the investment. Assuming at the time of the redemption the NAV had appreciated to $12 per share, the value of the investor's shares would be $1,260 (105 shares at $12 per share). The CDSC would not be applied to the value of the reinvested dividend shares and the amount which represents appreciation ($260). Therefore, $240 of the $500 redemption proceeds ($500 minus $260) would be charged at a rate of 1% for a total CDSC of $2.40.

Waiver of CDSC. The CDSC may be waived in connection with (a) redemptions made within one year after the death or disability, as defined in Section 72(m)(7) of the Code, of the shareholder, (b) redemptions by employees participating in Retirement Plans or other programs, (c) redemptions as a result of a combination of any investment company with the fund by merger, acquisition of assets or otherwise, (d) a distribution following retirement under a tax-deferred retirement plan or upon attaining age 70½ in the case of an IRA or Keogh plan or custodial account pursuant to Section 403(b) of the Code and (e) redemptions pursuant to the Automatic Withdrawal Plan, as described under "Additional Information About Shareholder Services—Automatic Withdrawal Plan" in Part III of this SAI. If a fund's board determines to discontinue the waiver of the CDSC, the disclosure herein will be revised appropriately. Any fund shares subject to a CDSC which were purchased prior to the termination of such waiver will have the CDSC waived as provided in the fund's prospectus or this SAI at the time of the purchase of such shares.

To qualify for a waiver of the CDSC, at the time of redemption you must notify the Transfer Agent or your Service Agent must notify the Distributor. Any such qualification is subject to confirmation of your entitlement.

Redemption Through an Authorized Entity

Except as may be otherwise described in "How to Redeem Shares—Redemption Through an Authorized Entity" in Part II of this SAI, redemption orders received by an Authorized Entity by the close of trading on the floor of the NYSE on any business day and transmitted to the Distributor or its designee in accordance with the Authorized

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Entity's agreement with the Distributor are effected at the price determined as of the close of trading on the floor of the NYSE on that day. Otherwise, the shares will be redeemed at the next determined NAV. It is the responsibility of the Authorized Entity to transmit orders on a timely basis. The Authorized Entity may charge the shareholder a fee for executing the order. This repurchase arrangement is discretionary and may be withdrawn at any time.

Checkwriting Privilege

Certain funds provide redemption checks ("Checks") automatically upon opening an account, unless you specifically refuse the Checkwriting Privilege by checking the applicable "No" box on the Account Application. Checks will be sent only to the registered owner(s) of the account and only to the address of record. The Checkwriting Privilege may be established for an existing account by a separate signed Shareholder Services Form. The Account Application or Shareholder Services Form must be manually signed by the registered owner(s). Checks are drawn on your fund account and, except as may be otherwise described in "How to Redeem Shares—Checkwriting Privilege" in Part II of this SAI, may be made payable to the order of any person in the amount of $500 or more. When a Check is presented to the Transfer Agent for payment, the Transfer Agent, as your agent, will cause the fund to redeem a sufficient number of full and fractional shares in your account to cover the amount of the Check. Potential fluctuations in the NAV of a non-money market fund should be considered in determining the amount of a Check. Dividends are earned until the Check clears. After clearance, a copy of the Check will be returned to you. You generally will be subject to the same rules and regulations that apply to checking accounts, although the election of this privilege creates only a shareholder-transfer agent relationship with the Transfer Agent.

Except as may be otherwise described in "How to Redeem Shares—Checkwriting Privilege" in Part II of this SAI, Checks are free but the Transfer Agent will impose a fee for stopping payment of a Check upon your request or if the Transfer Agent cannot honor a Check due to insufficient funds or other valid reason. If the amount of the Check is greater than the value of the shares in your account, the Check will be returned marked "insufficient funds." Checks should not be used to close your account.

You should date your Checks with the current date when you write them. Please do not postdate your Checks. If you do, the Transfer Agent will honor, upon presentment, even if presented before the date of the Check, all postdated Checks which are dated within six months of presentment for payment if they are otherwise in good order. If you hold shares in a Dreyfus sponsored IRA account, you may be permitted to make withdrawals from your IRA account using checks furnished to you for this purpose.

Except with respect to money market funds, the Checkwriting Privilege will be terminated immediately, without notice, with respect to any account which is, or becomes, subject to backup withholding on redemptions. Any Check written on an account which has become subject to backup withholding on redemptions will not be honored by the Transfer Agent.

Wire Redemption Privilege

Except as may be otherwise described under "How to Redeem Shares—Wire Redemption Privilege" in Part II of this SAI, by using this privilege, you authorize the Transfer Agent to act on telephone, letter or online redemption instructions from any person representing himself or herself to be you, or a representative of your Service Agent, and reasonably believed by the Transfer Agent to be genuine. Ordinarily, a fund other than a money market fund will initiate payment for shares redeemed pursuant to the Wire Redemption Privilege on the next business day if the Transfer Agent receives a redemption request in proper form prior to the time as of which the fund calculates its NAV (as described in the prospectus); for a money market fund that receives a redemption request in proper form prior to the time as of which the fund calculates its NAV, payment will be initiated the same day and the shares will not receive the dividend declared on that day.

Except as may be otherwise described under "How to Redeem Shares—Wire Redemption Privilege" in Part II of this SAI, redemption proceeds ($1,000 minimum) will be transferred by Federal Reserve wire only to the commercial bank account specified by you on the Account Application or Shareholder Services Form, or to a correspondent bank if your bank is not a member of the Federal Reserve System. Fees ordinarily are imposed by such bank and borne by the investor. Immediate notification by the correspondent bank to your bank is necessary to avoid a delay in crediting the funds to your bank account.

To change the commercial bank or account designated to

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receive redemption proceeds, a written request must be sent to the Transfer Agent. This request must be signed by each shareholder, with each signature guaranteed as described below under "Share Certificates; Medallion Signature Guarantees."

Redemption through Compatible Automated Facilities

Certain funds make available to institutions the ability to redeem shares through compatible automated interface or trading system facilities. Investors desiring to redeem shares in this manner should call Dreyfus Investments Division at 1-800-346-3621 to determine whether their automated facilities are compatible and to receive instructions for redeeming shares in this manner.

Dreyfus TeleTransfer Privilege

Except as may be otherwise described in "How to Redeem Shares—Dreyfus TeleTransfer Privilege" in Part II of this SAI, you may request by telephone (for regular accounts or IRAs) or online (for regular accounts only) that redemption proceeds (minimum $500) be transferred between your fund account and your bank account. Except as may be otherwise described in "How to Redeem Shares—Transaction Fees" in Part II of this SAI or in the prospectus, transaction fees do not apply to Dreyfus TeleTransfer redemptions. Only a bank account maintained in a domestic financial institution which is an ACH member may be designated. You should be aware that if you have selected the Dreyfus TeleTransfer Privilege, any request for a Dreyfus TeleTransfer transaction will be effected through the ACH system unless more prompt transmittal specifically is requested. Redemption proceeds will be on deposit in your account at an ACH member bank ordinarily two business days after receipt of the redemption request. Shares held in an Education Savings Account may not be redeemed through the Dreyfus TeleTransfer Privilege. See "Additional Information About How to Buy Shares—Dreyfus TeleTransfer Privilege" above.

Reinvestment Privilege

Upon written request, you may reinvest up to the number of Class A shares of a Multi-Class Fund you have redeemed, within 45 days of redemption, at the then-prevailing NAV without a sales load, or reinstate your account for the purpose of exercising Fund Exchanges. Upon reinstatement, if such shares were subject to a CDSC, your account will be credited with an amount equal to the CDSC previously paid upon redemption of the shares reinvested. The Reinvestment Privilege may be exercised only once.

Share Certificates; Medallion Signature Guarantees

Effective July 1, 2011 each fund issues shares in book entry form only and no longer issues share certificates. Any certificates representing fund shares to be redeemed must be submitted with the redemption request. Written redemption requests must be signed by each shareholder, including each holder of a joint account, and each signature must be guaranteed. Signatures on endorsed certificates submitted for redemption also must be guaranteed as described below.

The Transfer Agent has adopted standards and procedures pursuant to which signature-guarantees in proper form generally will be accepted from participants in the NYSE Medallion Signature Program, the Securities Transfer Agents Medallion Program (STAMP) or the Stock Exchanges Medallion Program (SEMP). Guarantees must be signed by an authorized signatory of the guarantor. No other types of signature guarantees will be accepted. The Transfer Agent may request additional documentation from corporations, executors, administrators, trustees or guardians, and may accept other suitable verification arrangements from foreign investors, such as consular verification. For more information with respect to signature-guarantees, please call one of the telephone numbers listed on the cover.

Redemption Commitment

Each fund has committed itself to pay in cash all redemption requests by any fund shareholder of record, limited in amount during any 90-day period to the lesser of $250,000 or 1% of the value of the fund's net assets at the beginning of such period. Such commitment is irrevocable without the prior approval of the SEC. In the case of requests for redemption from the fund in excess of such amount, the fund's board reserves the right to make

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payments in whole or in part in securities or other assets of the fund in case of an emergency or any time a cash distribution would impair the liquidity of the fund to the detriment of the existing shareholders. In such event, the securities would be valued in the same manner as the fund's portfolio is valued. If the recipient sells such securities, brokerage charges would be incurred.

Suspension of Redemptions

The right of redemption may be suspended or the date of payment postponed (a) during any period when the NYSE is closed (other than customary weekend and holiday closings), (b) when the SEC determines that trading in the markets a fund ordinarily utilizes is restricted, or when an emergency exists as determined by the SEC so that disposal of the fund's investments or determination of its NAV is not reasonably practicable, or (c) for such other periods as the SEC by order may permit to protect fund shareholders.

ADDITIONAL INFORMATION ABOUT SHAREHOLDER SERVICES

See "Shareholder Services" in Part II of this SAI to determine which sections of the discussion below apply to your fund.

Dreyfus Automatic Asset Builder, the Dreyfus Payroll Savings Plan and Dreyfus Government Direct Deposit Privilege enable investors to make regularly scheduled investments and may provide these investors with a convenient way to invest for long-term financial goals, but do not guarantee a profit and will not protect an investor against loss in a declining market.

Shareholder Services Forms and prospectuses of the funds may be obtained by visiting www.dreyfus.com or by calling 1-800-DREYFUS. To modify or terminate your participation in a service, call 1-800-DREYFUS. Except as otherwise stated, the shareholder services described below may be modified or terminated at any time.

Exchanges

You should obtain and review the prospectus of the fund and class, if applicable, into which an exchange is being made. Upon exchanging into a new account, the following shareholder services and privileges, as applicable, will be automatically carried over to the fund into which the exchange is made: Fund Exchanges, Checkwriting Privilege, Dreyfus TeleTransfer Privilege, Wire Redemption Privilege and the dividends and distributions payment options (except Dreyfus Dividend Sweep) selected by you.

The funds reserve the right to reject any exchange request in whole or in part. Fund Exchanges and the Dreyfus Auto-Exchange Privilege are available to investors resident in any state in which shares of the fund being acquired may legally be sold. Shares may be exchanged only between accounts having certain identical identifying designations. The Fund Exchanges service or the Dreyfus Auto-Exchange Privilege may be modified or terminated at any time upon notice to shareholders.

Fund Exchanges. Except as may be otherwise described in "Shareholder Services" in Part II of this SAI, you or clients of certain Service Agents may purchase, in exchange for shares of a fund, shares of the same class, or another class in which you are eligible to invest, of another fund in the Dreyfus Family of Funds. Fund exchanges are subject to any redemption fee applicable to the fund from which you are exchanging, as described in such fund's prospectus. You should review carefully the current prospectus of the fund from which your shares were exchanged and, if applicable, into which shares are exchanged to determine the sales load or CDSC chargeable upon the redemption of the shares and for information on conversion features. Shares of funds purchased by exchange will be purchased on the basis of relative NAV per share as follows:

A.Exchanges for shares of funds offered without a sales load will be made without a sales load.

B.Shares of funds purchased without a sales load may be exchanged for shares of other funds sold with a sales load, and the applicable sales load will be deducted.

C.Shares of funds purchased with a sales load may be exchanged without a sales load for shares of other funds sold without a sales load.

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D.Shares of funds purchased with a sales load, shares of funds acquired by a previous exchange from shares purchased with a sales load and additional shares acquired through reinvestment of dividends or distributions of any such funds (collectively referred to herein as "Purchased Shares") may be exchanged for shares of other funds sold with a sales load (referred to herein as "Offered Shares"), but if the sales load applicable to the Offered Shares exceeds the maximum sales load that could have been imposed in connection with the Purchased Shares (at the time the Purchased Shares were acquired), without giving effect to any reduced loads, the difference may be deducted.

E.Shares of funds subject to a CDSC that are exchanged for shares of another fund will be subject to the higher applicable CDSC of the two funds, and, for purposes of calculating CDSC rates and conversion periods, if any, will be deemed to have been held since the date the shares being exchanged were initially purchased.

To accomplish an exchange under item D above, you or your Service Agent acting on your behalf must notify the Transfer Agent of your prior ownership of fund shares and your account number. Any such exchange is subject to confirmation of your holdings through a check of appropriate records.

You also may exchange your Class A or Class C shares of a Multi-Class Fund that are subject to a CDSC for shares of the Worldwide Dollar Fund. The shares so purchased will be held in an Exchange Account. Exchanges of shares from an Exchange Account only can be made into certain other funds managed or administered by Dreyfus. No CDSC is charged when an investor exchanges into an Exchange Account; however, the applicable CDSC will be imposed when shares are redeemed from an Exchange Account or other applicable fund account. Upon redemption, the applicable CDSC will be calculated without regard to the time such shares were held in an Exchange Account. See "How to Redeem Shares" in Part II of this SAI. Redemption proceeds for Exchange Account shares are paid by federal wire or check only. Exchange Account shares also are eligible for the Dreyfus Auto-Exchange Privilege and the Automatic Withdrawal Plan, each of which is described below.

As of the Effective Date, holders of Class A shares of a fund or the General Fund received by conversion from Class B shares, and holders of shares of the Worldwide Dollar Fund received in a prior exchange for a fund's Class B shares, may exchange such shares for Class A shares or no-load shares or classes of other funds managed or administered by Dreyfus, without the imposition of a front-end sales load or CDSC.

Except as may be otherwise described in "Shareholder Services" in Part II of this SAI, to request an exchange, you, or a Service Agent acting on your behalf, may give exchange instructions to the Transfer Agent in writing, by telephone or online. The ability to issue exchange instructions by telephone or online is given to all fund shareholders automatically, unless you check the applicable "No" box on the Account Application, indicating that you specifically refuse this privilege. Except as may be otherwise described in "Shareholder Services" in Part II of this SAI, by using this privilege, you authorize the Transfer Agent to act on telephonic and online instructions (including over the Dreyfus Express^® voice response telephone system) from any person representing himself or herself to be you or a representative of your Service Agent and reasonably believed by the Transfer Agent to be genuine. Exchanges may be subject to limitations as to the amount involved or the number of exchanges permitted. Shares issued in certificate form are not eligible for telephone or online exchange. Unless otherwise stated in the prospectus, no fees currently are charged to shareholders directly in connection with exchanges, although the funds reserve the right, upon not less than 60 days' written notice, to charge shareholders a nominal administrative fee in accordance with rules promulgated by the SEC.

Exchanges of Class I or Class R shares held by a Retirement Plan may be made only between the investor's Retirement Plan account in one fund and such investor's Retirement Plan account in another fund.

When establishing a new account by exchange, the shares being exchanged must have a value of at least the minimum initial investment required for the fund into which the exchange is being made. For the BASIC funds, the shares being exchanged must have a current value of at least $1,000.

During times of drastic economic or market conditions, Fund Exchanges may be temporarily suspended without notice, and exchange requests may be treated based on their separate components¾redemption orders with a simultaneous request to purchase the other fund's shares. In such a case, the redemption request would be processed at the fund's next determined NAV, but the purchase order would be effective only at the NAV next determined after the fund being purchased receives the proceeds of the redemption, which may result in the purchase being delayed.

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Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange Privilege, which is available for existing accounts only, permits you to purchase (on a semi-monthly, monthly, quarterly or annual basis), in exchange for shares of a fund, shares of the same class, or another class in which you are eligible to invest, of another fund in the Dreyfus Family of Funds of which you are a shareholder. The amount you designate, which can be expressed either in terms of a specific dollar or share amount ($100 minimum), will be exchanged automatically on the first and/or fifteenth day of the month according to the schedule you have selected. With respect to Class I or Class R shares held by a Retirement Plan, exchanges may be made only between the investor's Retirement Plan account in one fund and such investor's Retirement Plan account in another fund. Shares will be exchanged on the basis of relative NAV as described above under "Fund Exchanges." Enrollment in or modification or cancellation of this privilege is effective three business days following notification by you. Shares held under IRAs and Retirement Plans are eligible for this privilege. Exchanges of IRA shares may be made between IRA accounts and from regular accounts to IRA accounts, but not from IRA accounts to regular accounts. With respect to Retirement Plan accounts, exchanges may be made only among those accounts. Shares in certificate form are not eligible for this privilege.

Dreyfus Automatic Asset Builder^®

Dreyfus Automatic Asset Builder^® permits you to purchase fund shares (minimum of $100 and a maximum of $150,000 per transaction) at regular intervals selected by you. Fund shares are purchased by transferring funds from the bank account designated by you.

Dreyfus Government Direct Deposit Privilege

Dreyfus Government Direct Deposit Privilege enables you to purchase fund shares (minimum of $100 and maximum of $50,000 per transaction) by having federal salary, Social Security, or certain veterans', military or other payments from the U.S. Government automatically deposited into your fund account. When selecting this service for a fund other than a money market fund, you should consider whether Direct Deposit of your entire payment into a fund with a fluctuating NAV may be appropriate for you.

Dreyfus Payroll Savings Plan

Dreyfus Payroll Savings Plan permits you to purchase fund shares (minimum of $100 per transaction) automatically on a regular basis. Depending upon your employer's direct deposit program, you may have part or all of your paycheck transferred to your existing Dreyfus account electronically through the ACH system at each pay period. To establish a Dreyfus Payroll Savings Plan account, you must file an authorization form with your employer's payroll department. It is the sole responsibility of your employer to arrange for transactions under the Dreyfus Payroll Savings Plan. Shares held through a Retirement Plan are not eligible for this privilege.

Dreyfus Dividend Options

Dreyfus Dividend Sweep. Dreyfus Dividend Sweep allows you to invest automatically your dividends or dividends and capital gain distributions, if any, from a fund in shares of the same class, or another class in which you are eligible to invest, of another fund in the Dreyfus Family of Funds. Shares held through a Retirement Plan are not eligible for this privilege. Identically registered existing IRA accounts are eligible for this privilege. Shares of the other funds purchased pursuant to this privilege will be purchased on the basis of relative NAV per share as follows:

A.Dividends and distributions paid by a fund may be invested without a sales load in shares of other funds offered without a sales load.

B.Dividends and distributions paid by a fund that does not charge a sales load may be invested in shares of other funds sold with a sales load, and the applicable sales load will be deducted.

C.Dividends and distributions paid by a fund that charges a sales load may be invested in shares of other funds sold with a sales load (Offered Shares), but if the sales load applicable to the Offered Shares exceeds the maximum sales load charged by the fund from which dividends or distributions are being swept (without giving effect to any reduced loads), the difference may be deducted.

D.Dividends and distributions paid by a fund may be invested in shares of other funds that impose a CDSC and the applicable CDSC, if any, will be imposed upon redemption of such shares.

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Dreyfus Dividend ACH. Dreyfus Dividend ACH permits you to transfer electronically dividends or dividends and capital gain distributions, if any, from a fund to a designated bank account. Only an account maintained at a domestic financial institution which is an ACH member may be so designated. Banks may charge a fee for this service.

Automatic Withdrawal Plan

The Automatic Withdrawal Plan permits you to request withdrawal of a specified dollar amount (minimum of $50) on a specific day each month, quarter or semi-annual or annual period if you have a $5,000 minimum account. Automatic Withdrawal Plan transactions that fall on a non-business day generally will be processed on the next business day. However, when the next business day is part of a new month, the transaction will be processed on the previous business day. For example, if you request that Automatic Withdrawal Plan transactions be processed on the 30^th day of each month, and June 30^th falls on a Sunday, the transaction will be processed on June 28^th.

Withdrawal payments are the proceeds from sales of fund shares, not the yield on the shares. If withdrawal payments exceed reinvested dividends and distributions, your shares will be reduced and eventually may be depleted. The Automatic Withdrawal Plan may be established by filing an Automatic Withdrawal Plan application with the Transfer Agent or by oral request from any of the authorized signatories on the account by calling 1-800-DREYFUS. Shares for which share certificates have been issued may not be redeemed through the Automatic Withdrawal Plan.

No CDSC with respect to Class C shares will be imposed on withdrawals made under the Automatic Withdrawal Plan, provided that any amount withdrawn under the plan does not exceed on an annual basis 12% of the greater of (1) the account value at the time of the first withdrawal under the Automatic Withdrawal Plan or (2) the account value at the time of the subsequent withdrawal. Withdrawals with respect to Class C shares under the Automatic Withdrawal Plan that exceed such amounts will be subject to a CDSC. Withdrawals of Class A shares subject to a CDSC under the Automatic Withdrawal Plan will be subject to any applicable CDSC. Purchases of additional Class A shares where the sales load is imposed concurrently with withdrawals of Class A shares generally are undesirable.

Certain Retirement Plans, including Dreyfus-sponsored retirement plans, may permit certain participants to establish an automatic withdrawal plan from such Retirement Plans. Participants should consult their Retirement Plan sponsor and tax advisor for details. Such a withdrawal plan is different than the Automatic Withdrawal Plan.

Letter of Intent¾Class A Shares

By submitting a Letter of Intent form, you become eligible for the reduced sales load on purchases of Class A shares based on the total number of shares of Eligible Shares purchased by you and any related Purchaser within a period of up to 13-months pursuant to the terms and conditions set forth in the Letter of Intent. Eligible Shares purchased within 90 days prior to the submission of the Letter of Intent ("Pre-LOI Purchases") may be used to equal or exceed the amount specified in the Letter of Intent. A minimum initial purchase of $5,000 is required. You can obtain a Letter of Intent form by calling 1-800-DREYFUS.

Each purchase you make from the date you submit the Letter of Intent until the earlier of (i) the date you fulfill the terms of the Letter of Intent by purchasing the minimum investment specified in the Letter of Intent (the "LOI Purchase Commitment") or (ii) the end of the 13-month period following the date you submit the Letter of Intent will be at the public offering price applicable to a single transaction in the amount of the LOI Purchase Commitment. The Transfer Agent will hold in escrow 5% of the minimum amount indicated in the Letter of Intent, which may be used for payment of a higher sales load if you do not fulfill the LOI Purchase Commitment. When you fulfill the LOI Purchase Commitment, the escrowed amount will be released and additional shares representing such amount will be credited to your account. In addition, when you fulfill the LOI Purchase Commitment, the Pre-LOI Purchases will be adjusted to reflect the sales load applicable to the LOI Purchase Commitment. The adjustment will be made in the form of additional shares credited to your account at the then-current offering price applicable to a single purchase in the amount of the LOI Purchase Commitment. If, however, total purchases at the end of the 13-month period are less than the LOI Purchase Commitment, the offering price of the shares you purchased (including shares representing the escrowed amount) during the 13-month period will be adjusted to reflect the sales load applicable to the aggregate purchases you actually made (which will reduce the number of

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shares in your account), unless you have redeemed the shares in your account, in which case the Transfer Agent, as attorney-in-fact pursuant to the terms of the Letter of Intent, will redeem an appropriate number of Class A shares of the fund held in escrow to realize the difference between the sales load actually paid and the sales load applicable to the aggregate purchases actually made and any remaining shares will be credited to your account. Submitting a Letter of Intent does not bind you to purchase, or the fund to sell, the full amount indicated at the sales load in effect at the time of signing, but you must complete the intended purchase to obtain the reduced sales load. At the time you purchase Class A shares, you must indicate your intention to do so under a Letter of Intent. Purchases pursuant to a Letter of Intent will be made at the then-current NAV plus the applicable sales load in effect at the time such Letter of Intent was submitted.

Corporate Pension/Profit-Sharing and Retirement Plans

A fund may make available to corporations a variety of prototype pension and profit-sharing plans, including a 401(k) Salary Reduction Plan. In addition, certain funds make available Keogh Plans, IRAs (including regular IRAs, spousal IRAs for a non-working spouse, Roth IRAs, SEP-IRAs and rollover IRAs), Education Savings Accounts and 403(b)(7) Plans. Plan support services also are available.

If you wish to purchase fund shares in conjunction with a Keogh Plan, a 403(b)(7) Plan, an IRA, including a SEP-IRA, or an Education Savings Account, you may request from the Distributor forms for adoption of such plans. Shares may be purchased in connection with these plans only by direct remittance to the entity acting as custodian. Such purchases will be effective when payments received by the Transfer Agent are converted into Federal Funds. Purchases for these plans may not be made in advance of receipt of funds.

The entity acting as custodian for Keogh Plans, 403(b)(7) Plans, IRAs or Education Savings Accounts may charge a fee, payment of which could require the liquidation of shares. All fees charged are described in the appropriate form. You should read the prototype retirement plan and the appropriate form of custodial agreement for further details on eligibility, service fees and tax implications, and should consult a tax advisor.

ADDITIONAL INFORMATION ABOUT DISTRIBUTION PLANS, SERVICE PLANS AND SHAREHOLDER SERVICES PLANS

See "Distribution Plans, Service Plans and Shareholder Services Plans" in Part II of this SAI for more information about the Plan(s) adopted by your fund.

Rule 12b-1 under the 1940 Act, which is applicable to certain Plans, provides, among other things, that an investment company may bear expenses of distributing its shares only pursuant to a plan adopted in accordance with the Rule. For each fund that has adopted a Plan pursuant to Rule 12b-1, the board believes that there is a reasonable likelihood that the Plan will benefit the fund and the class(es) of fund shares to which the Plan applies.

A quarterly report of the amounts expended under a fund's Plan, and the purposes for which such expenditures were incurred, must be made to the fund's board for its review. For a Plan adopted pursuant to Rule 12b-1, the Plan provides that it may not be amended to increase materially the costs that holders of the fund's applicable class(es) of shares may bear pursuant to the Plan without the approval of the holders of such shares; other material amendments of the Plan must be approved by the board and by the board members who are not "interested persons" (as defined in the 1940 Act) of the fund and have no direct or indirect financial interest in the operation of the Plan or in any agreements entered into in connection with the Plan, by vote cast in person at a meeting called for the purpose of considering such amendments. For a Plan not adopted pursuant to Rule 12b-1, the Plan provides that material amendments to the Plan must be approved by the board and by the board members who are not "interested persons" (as defined in the 1940 Act) of the fund and have no direct or indirect financial interest in the operation of the Plan or in any agreements entered into in connection with the Plan, by vote cast in person at a meeting called for the purpose of considering such amendments. Each Plan is subject to annual approval by such vote of the board members cast in person at a meeting called for the purpose of voting on the Plan. As to the relevant class of fund shares (if applicable), the Plan is generally terminable at any time by vote of a majority of the board members who are not "interested persons" with respect to the fund and have no direct or indirect financial interest in the operation of the Plan or any agreements related to the Plan or, for a Plan adopted pursuant to Rule 12b-1, by vote of a majority of the outstanding voting securities of such class.

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ADDITIONAL INFORMATION ABOUT INVESTMENTS, INVESTMENT TECHNIQUES AND RISKS

See the prospectus and "Investments, Investment Techniques and Risks" and "Investment Restrictions" in Part II of this SAI to determine which policies and risks apply to your fund.

The Funds of Funds invest all or substantially all of their investable assets in Underlying Funds and, therefore, the following descriptions of investments, investment techniques and risks apply primarily to the Underlying Funds, as applicable. To the extent a Fund of Fund's Underlying Funds invest as described below, the effect of investment risks generally would be experienced similarly for the Fund of Funds.

All Funds other than Money Market Funds

Equity Securities

Equity securities include common stocks and certain preferred stocks, convertible securities and warrants. Equity securities fluctuate in value, often based on factors unrelated to the value of the issuer of the securities, and such fluctuations can be pronounced. Changes in the value of a fund's investments will result in changes in the value of its shares and thus the fund's total return to investors.

Investing in equity securities poses risks specific to an issuer as well as to the particular type of company issuing the equity securities. For example, equity securities of small- or mid-capitalization companies tend to have more abrupt or erratic price swings than equity securities of larger, more established companies because, among other reasons, they trade less frequently and in lower volumes and their issuers typically are more subject to changes in earnings and prospects in that they are more susceptible to changes in economic conditions, may be more reliant on singular products or services and are more vulnerable to larger competitors. Equity securities of these types of companies may have a higher potential for gains, but also may be subject to greater risk of loss. If a fund, together with other investment companies and other clients advised by the Adviser and its affiliates, owns significant positions in portfolio companies, depending on market conditions, the fund's ability to dispose of some or all positions at a desirable time may be adversely affected. While common stockholders usually have voting rights on a number of significant matters, other types of equity securities, such as preferred stock, common limited partnership units and limited liability company interests, may not ordinarily have voting rights.

An investment in securities of companies that have no earnings or have experienced losses is generally based on a belief that actual or anticipated products or services will produce future earnings. If the anticipated event is delayed or does not occur, or if investor perception about the company changes, the company's stock price may decline sharply and its securities may become less liquid.

Investing in equity securities also poses risks specific to a particular industry, market or sector, such as technology, financial services, consumer goods or natural resources (e.g., oil and gas). To some extent, the prices of equity securities tend to move by industry, market or sector. When market conditions favorably affect, or are expected to favorably affect, an industry, the share prices of the equity securities of companies in that industry tend to rise. Conversely, negative news or a poor outlook for a particular industry can cause the share prices of such securities of companies in that industry to decline quickly.

Common Stock.Stocks and similar securities, such as common limited partnership units and limited liability company interests, represent shares of ownership in a company. After other claims are satisfied, common stockholders and other common equity owners participate in company profits on a pro-rata basis; profits may be paid out in dividends or reinvested in the company to help it grow. Increases and decreases in earnings are usually reflected in a company's common equity securities, so common equity securities generally have the greatest appreciation and depreciation potential of all corporate securities. Common stock may be received upon the conversion of convertible securities.

Preferred Stock. Preferred stock is a form of equity ownership in a corporation. Generally, preferred stock has a specified dividend and ranks after bonds and before common stocks in its claim on income for dividend payments and on assets should the company be liquidated. The market value of preferred stock generally increases when

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interest rates decline and decreases when interest rates rise, but, as with debt securities, also is affected by the issuer's ability or perceived ability to make payments on the preferred stock. While most preferred stocks pay a dividend, a fund may purchase preferred stock where the issuer has omitted, or is in danger of omitting, payment of its dividend. Such investments would be made primarily for their capital appreciation potential. Certain classes of preferred stock are convertible, meaning the preferred stock is convertible into shares of common stock of the issuer. Holding convertible preferred stock can provide a steady stream of dividends and the option to convert the preferred stock to common stock.

Certain convertible preferred stocks may offer enhanced yield features. These preferred stocks may feature a mandatory conversion date and may have a capital appreciation limit expressed in terms of a stated price. Other types of convertible securities may be designed to provide the investor with high current income with some prospect of future capital appreciation and may have some built-in call protection. Investors may have the right to convert such securities into shares of common stock at a preset conversion ratio or hold them until maturity. Upon maturity they may convert into either cash or a specified number of shares of common stock.

Trust preferred securities are preferred stocks issued by a special purpose trust subsidiary backed by subordinated debt of the corporate parent. These securities typically bear a market rate coupon comparable to interest rates available on debt of a similarly rated company. Holders of trust preferred securities have limited voting rights to control the activities of the trust and no voting rights with respect to the parent company.

Convertible Securities. Convertible securities include bonds, debentures, notes, preferred stocks or other securities that may be converted or exchanged (by the holder or by the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio or predetermined price (the conversion price). Convertible securities have characteristics similar to both equity and fixed-income securities. Convertible securities generally are subordinated to other similar but non-convertible securities of the same issuer, although convertible bonds, as corporate debt obligations, enjoy seniority in right of payment to all equity securities, and convertible preferred stock is senior to common stock of the same issuer. Because of the subordination feature, however, convertible securities typically have lower ratings than similar non-convertible securities.

Although to a lesser extent than with fixed-income securities, the market value of convertible securities tends to decline as interest rates increase and, conversely, tends to increase as interest rates decline. In addition, because of the conversion feature, the market value of convertible securities tends to vary with fluctuations in the market value of the underlying common stock. A unique feature of convertible securities is that as the market price of the underlying common stock declines, convertible securities tend to trade increasingly on a yield basis, and so may not experience market value declines to the same extent as the underlying common stock. When the market price of the underlying common stock increases, the prices of the convertible securities tend to rise as a reflection of the value of the underlying common stock. While no securities investments are without risk, investments in convertible securities generally entail less risk than investments in common stock of the same issuer.

Convertible securities provide for a stable stream of income with generally higher yields than common stocks, but there can be no assurance of current income because the issuers of the convertible securities may default on their obligations. A convertible security, in addition to providing fixed-income, offers the potential for capital appreciation through the conversion feature, which enables the holder to benefit from increases in the market price of the underlying common stock. There can be no assurance of capital appreciation, however, because securities prices fluctuate. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality because of the potential for capital appreciation.

So-called "synthetic convertible securities" are comprised of two or more different securities, each with its own market value, whose investment characteristics, taken together, resemble those of convertible securities. An example is a non-convertible debt security and a warrant or option. The "market value" of a synthetic convertible is the combined value of its fixed-income component and its convertible component. For this reason, the values of a synthetic convertible and a true convertible security may respond differently to market fluctuations.

Warrants. A warrant is a form of derivative that gives the holder the right to subscribe to a specified amount of the issuing corporation's securities at a set price for a specified period of time. Warrants are subject to the same market risk as stocks, but may be more volatile in price. A fund's investment in warrants will not entitle it to receive

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dividends or exercise voting rights and will become worthless if the warrants cannot be profitably exercised before the expiration dates. Warrants or other non-income producing equity securities may be received in connection with a fund's investments in corporate debt securities (further described below), or restructuring of investments. Bonds with warrants attached to purchase equity securities have many characteristics of convertible bonds and their prices may, to some degree, reflect the performance of the underlying stock.

IPOs. An IPO is a corporation's first offering of stock to the public. Shares are given a market value reflecting expectations for the corporation's future growth. Special rules of FINRA apply to the distribution of IPOs. Corporations offering IPOs generally have limited operating histories and may involve greater investment risk. Special risks associated with IPOs may include a limited number of shares available for trading, unseasoned trading, lack of investor knowledge of the company, and limited operating history, all of which may contribute to price volatility. The limited number of shares available for trading in some IPOs may make it more difficult for a fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. In addition, some IPOs are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of the companies involved in new industries may be regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of such. Foreign IPOs are subject to foreign political and currency risks. Many IPOs are issued by undercapitalized companies of small or microcap size. The prices of these companies' securities can be very volatile, rising and falling rapidly, sometimes based solely on investor perceptions rather than economic reasons.

Fixed-Income Securities

Fixed-income securities include interest-bearing securities, such as corporate debt securities. Interest-bearing securities are investments which promise a stable stream of income, although the prices of such securities are inversely affected by changes in interest rates and, therefore, are subject to interest rate risk, as well as the risk of unrelated market price fluctuations. Fixed-income securities may have various interest rate payment and reset terms, including fixed rate, adjustable rate, zero coupon, contingent, deferred, payment in kind and auction rate features. Certain securities, such as those with interest rates that fluctuate directly or indirectly based on multiples of a stated index, are designed to be highly sensitive to changes in interest rates and can subject the holders thereof to extreme reductions of yield and possibly loss of principal. Certain fixed-income securities may be issued at a discount from their face value or purchased at a price less than their stated face amount or at a price less than their issue price plus the portion of "original issue discount" previously accrued thereon, i.e., purchased at a "market discount." The amount of original issue discount and/or market discount on certain obligations may be significant, and accretion of market discount together with original issue discount, will cause a fund to realize income prior to the receipt of cash payments with respect to these securities. To maintain its qualification as a regulated investment company and avoid liability for federal income taxes, a fund may be required to distribute such income accrued with respect to these securities and may have to dispose of portfolio securities under disadvantageous circumstances in order to generate cash to satisfy these distribution requirements.

Failure of an issuer to make timely interest or principal payments, or a decline or perception of a decline in the credit quality of a fixed-income security (known as credit risk), can cause the security's price to fall, potentially lowering a fund's share price. The values of fixed-income securities also may be affected by changes in the credit rating of the issuer. Once the rating of a portfolio security has been changed, a fund will consider all circumstances deemed relevant in determining whether to continue to hold the security. Fixed-income securities rated below investment grade by the Rating Agencies may be subject to greater risks with respect to the issuing entity and to greater market fluctuations than certain lower yielding, higher-rated fixed-income securities. See "High Yield and Lower-Rated Securities" below for a discussion of those securities and see "Rating Categories" below for a general description of the Rating Agencies' ratings.

As a measure of a fixed-income security's cash flow, duration is an alternative to the concept of "term to maturity" in assessing the price volatility associated with changes in interest rates (known as interest rate risk). Generally, the longer the duration, the more volatility an investor should expect. For example, the market price of a bond with a duration of three years would be expected to decline 3% if interest rates rose 1%. Conversely, the market price of the same bond would be expected to increase 3% if interest rates fell 1%. The market price of a bond with a duration of six years would be expected to increase or decline twice as much as the market price of a bond with a three-year duration. Duration is a way of measuring a security's maturity in terms of the average time required to

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receive the present value of all interest and principal payments as opposed to its term to maturity. The maturity of a security measures only the time until final payment is due; it does not take account of the pattern of a security's cash flows over time, which would include how cash flow is affected by prepayments and by changes in interest rates. Incorporating a security's yield, coupon interest payments, final maturity and option features into one measure, duration is computed by determining the weighted average maturity of a bond's cash flows, where the present values of the cash flows serve as weights. In computing the duration of a fund, the Adviser will estimate the duration of obligations that are subject to features such as prepayment or redemption by the issuer, put options retained by the investor or other imbedded options, taking into account the influence of interest rates on prepayments and coupon flows.

Average weighted maturity is the length of time, in days or years, until the securities held by a fund, on average, will mature or be redeemed by their issuers. The average maturity is weighted according to the dollar amounts invested in the various securities by the fund. In general, the longer a fund's average weighted maturity, the more its share price will fluctuate in response to changing interest rates. For purposes of calculating average effective portfolio maturity, a security that is subject to redemption at the option of the issuer on a particular date (the "call date") which is prior to the security's stated maturity may be deemed to mature on the call date rather than on its stated maturity date. The call date of a security will be used to calculate average effective portfolio maturity when the Adviser reasonably anticipates, based upon information available to it, that the issuer will exercise its right to redeem the security. The Adviser may base its conclusion on such factors as the interest rate paid on the security compared to prevailing market rates, the amount of cash available to the issuer of the security, events affecting the issuer of the security, and other factors that may compel or make it advantageous for the issuer to redeem a security prior to its stated maturity.

When interest rates fall, the principal on certain fixed-income securities, including mortgage-backed and certain asset-backed securities (discussed below), may be prepaid. The loss of higher yielding underlying mortgages and the reinvestment of proceeds at lower interest rates can reduce a fund's potential price gain in response to falling interest rates, reduce the fund's yield, or cause the fund's share price to fall. This is known as prepayment risk. Conversely, when interest rates rise, the effective duration of a fund's mortgage-related and other asset-backed securities may lengthen due to a drop in prepayments of the underlying mortgages or other assets. This is known as extension risk and would increase the fund's sensitivity to rising interest rates and its potential for price declines.

U.S. Government Securities. U.S. Government securities are issued or guaranteed by the U.S. Government or its agencies or instrumentalities. U.S. Government securities include Treasury bills, Treasury notes and Treasury bonds, which differ in their interest rates, maturities and times of issuance. Treasury bills have initial maturities of one year or less; Treasury notes have initial maturities of one to ten years; and Treasury bonds generally have initial maturities of greater than ten years. Some obligations issued or guaranteed by U.S. Government agencies and instrumentalities are supported by the full faith and credit of the Treasury; others by the right of the issuer to borrow from the Treasury; others by discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; and others only by the credit of the agency or instrumentality. These securities bear fixed, floating or variable rates of interest. While the U.S. Government currently provides financial support to such U.S. Government-sponsored agencies or instrumentalities, no assurance can be given that it will always do so, since it is not so obligated by law. A security backed by the Treasury or the full faith and credit of the United States is guaranteed only as to timely payment of interest and principal when held to maturity. Neither the market value nor a fund's share price is guaranteed.

TIPS are issued by the Treasury and are designed to provide investors a long-term investment vehicle that is not vulnerable to inflation. The interest rate paid by TIPS is fixed, while the principal value rises or falls semi-annually based on changes in a published Consumer Price Index. Thus, if inflation occurs, the principal and interest payments on the TIPS are adjusted accordingly to protect investors from inflationary loss. During a deflationary period, the principal and interest payments decrease, although the TIPS' principal will not drop below its face value at maturity. In exchange for the inflation protection, TIPS generally pay lower interest rates than typical Treasury securities. Only if inflation occurs will TIPS offer a higher real yield than a conventional Treasury bond of the same maturity. The secondary market for TIPS may not be as active or liquid as the secondary market for conventional Treasury securities. Principal appreciation and interest payments on TIPS generally will be taxed annually as ordinary interest income or original issue discount for federal income tax calculations. As a result, any appreciation in principal generally will be counted as income in the year the increase occurs, even though the investor will not

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receive such amounts until the TIPS are sold or mature. Principal appreciation and interest payments will be exempt from state and local income taxes. See also "Inflation-Indexed Securities" below.

Many states grant tax-free status to dividends paid to shareholders of a fund from interest income earned by that fund from direct obligations of the U.S. Government, subject in some states to minimum investment requirements that must be met by the fund. Investments in securities issued by the GNMA or FNMA, bankers' acceptances, commercial paper and repurchase agreements collateralized by U.S. Government securities do not generally qualify for tax-free treatment.

On August 5, 2011, S&P lowered its long-term sovereign credit rating for the United States of America to "AA+" from "AAA." The value of shares of a fund that may invest in U.S. Government obligations may be adversely affected by S&P's downgrade or any future downgrades of the U.S. Government's credit rating. While the long-term impact of the downgrade is uncertain, it could, for example, lead to increased volatility in the short-term.

Corporate Debt Securities. Corporate debt securities include corporate bonds, debentures, notes and other similar instruments, including certain convertible securities. Debt securities may be acquired with warrants attached to purchase additional fixed-income securities at the same coupon rate. A decline in interest rates would permit a fund to buy additional bonds at the favorable rate or to sell the warrants at a profit. If interest rates rise, the warrants would generally expire with no value. Corporate income-producing securities also may include forms of preferred or preference stock, which may be considered equity securities. The rate of interest on a corporate debt security may be fixed, floating or variable, and may vary inversely with respect to a reference rate such as interest rates or other financial indicators. The rate of return or return of principal on some debt obligations may be linked or indexed to the level of exchange rates between the U.S. dollar and a foreign currency or currencies. Such securities may include those whose principal amount or redemption price is indexed to, and thus varies directly with, changes in the market price of certain commodities, including gold bullion or other precious metals.

Ratings of Securities; Unrated Securities. Subsequent to its purchase by a fund, an issue of rated securities may cease to be rated or its rating may be reduced below any minimum that may be required for purchase by a fund. Neither event will require the sale of such securities by the fund, but the Adviser will consider such event in determining whether the fund should continue to hold the securities. In addition, it is possible that a Rating Agency might not timely change its ratings of a particular issue to reflect subsequent events. To the extent the ratings given by a Rating Agency for any securities change as a result of changes in such organizations or their rating systems, a fund will attempt to use comparable ratings as standards for its investments in accordance with its investment policies.

A fund may purchase unrated securities, which are not rated by a rating agency but that the Adviser determines are of comparable quality to the rated securities in which the fund may invest. Unrated securities may be less liquid than comparable rated securities, because dealers may not maintain daily markets in such securities and retail markets for many of these securities may not exist. As a result, a fund's ability to sell these securities when, and at a price, the Adviser deems appropriate may be diminished. Investing in unrated securities involves the risk that the Adviser may not accurately evaluate the security's comparative credit rating. To the extent that a fund invests in unrated securities, the fund's success in achieving its investment objective(s) may depend more heavily on the Adviser's credit analysis than if the fund invested exclusively in rated securities.

High Yield and Lower-Rated Securities. Fixed-income securities rated below investment grade, such as those rated Ba by Moody's or BB by S&P and Fitch, and as low as those rated Caa/CCC by Rating Agencies at the time of purchase (commonly known as "high yield" or "junk" bonds), or, if unrated, deemed to be of comparable quality by the Adviser, though higher yielding, are characterized by higher risk. See "Rating Categories" below for a general description of securities ratings. These securities may be subject to certain risks with respect to the issuing entity and to greater market fluctuations than certain lower yielding, higher-rated securities. These securities generally are considered by the Rating Agencies to be, on balance, predominantly speculative with respect to the issuer's ability to make principal and interest payments in accordance with the terms of the obligation and generally will involve more credit risk than securities in the higher rating categories. The ratings of Rating Agencies represent their opinions as to the quality of the obligations which they undertake to rate. It should be emphasized, however, that ratings are relative and subjective and are not absolute standards of quality and, although ratings may be useful in evaluating the safety or interest and principal payments, they do not evaluate the market value risk of such obligations.

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Although these ratings may be an initial criterion for selection of portfolio investments, the Adviser also will evaluate these securities and the ability of the issuers of such securities to pay interest and principal based upon financial and other available information. The success of a fund's investments in lower-rated securities may be more dependent on the Adviser's credit analysis than might be the case for investments in higher-rated securities.

Bond prices are inversely related to interest rate changes; however, bond price volatility also may be inversely related to coupon. Accordingly, below investment grade securities may be relatively less sensitive to interest rate changes than higher quality securities of comparable maturity, because of their higher coupon. This higher coupon is what the investor receives in return for bearing greater credit risk. The higher credit risk associated with below investment grade securities potentially can have a greater effect on the value of such securities than may be the case with higher quality issues of comparable maturity, and will be a substantial factor in a fund's relative share price volatility.

The prices of these securities can fall dramatically in response to negative news about the issuer or its industry. The market values of many of these securities also tend to be more sensitive to general economic conditions than are higher-rated securities and will fluctuate over time. Companies that issue certain of these securities often are highly leveraged and may not have available to them more traditional methods of financing. Therefore, the risk associated with acquiring the securities of such issuers generally is greater than is the case with the higher-rated securities. These securities may be particularly susceptible to economic downturns. For example, during an economic downturn or a sustained period of rising interest rates, highly leveraged issuers of these securities may not have sufficient revenues to meet their interest payment obligations. The issuer's ability to service its debt obligations also may be affected adversely by specific corporate developments, forecasts, or the unavailability of additional financing. The risk of loss because of default by the issuer is significantly greater for the holders of these securities because such securities generally are unsecured and often are subordinated to other creditors of the issuer. It is likely that an economic recession also would disrupt severely the market for such securities and have an adverse impact on their value.

Because there is no established retail secondary market for many of these securities, a fund anticipates that such securities could be sold only to a limited number of dealers or institutional investors. To the extent a secondary trading market for these securities does exist, it generally is not as liquid as the secondary market for higher-rated securities. The lack of a liquid secondary market may have an adverse impact on market price and yield and a fund's ability to dispose of particular issues when necessary to meet the fund's liquidity needs or in response to a specific economic event such as a deterioration in the creditworthiness of the issuer. The lack of a liquid secondary market for certain securities also may make it more difficult for a fund to obtain accurate market quotations for purposes of valuing the fund's portfolio and calculating its NAV. Adverse conditions could make it difficult at times for a fund to sell certain securities or could result in lower prices than those used in calculating the fund's NAV. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of these securities. In such cases, the Adviser's judgment may play a greater role in valuation because less reliable, objective data may be available.

Certain funds may invest in these securities when their issuers will be close to, or already have entered, reorganization proceedings. As a result, it is expected that these securities will cease or will have ceased to meet their interest payment obligations, and accordingly would trade in much the same manner as an equity security. Consequently, a fund would intend to make such investments on the basis of potential appreciation in the price of these securities, rather than any expectation of realizing income. Reorganization entails a complete change in the structure of a business entity. An attempted reorganization may be unsuccessful, resulting in substantial or total loss of amounts invested. If reorganization is successful, the value of securities of the restructured entity may depend on numerous factors, including the structure of the reorganization, the market success of the entity's products or services, the entity's management, and the overall strength of the marketplace.

High yield, lower-rated securities acquired during an initial offering may involve special risks because they are new issues. A fund will not have any arrangement with any person concerning the acquisition of such securities.

Zero Coupon, Pay-In-Kind and Step-Up Securities. Zero coupon securities are issued or sold at a discount from their face value and do not entitle the holder to any periodic payment of interest prior to maturity or a specified redemption date or cash payment date. Zero coupon securities also may take the form of notes and bonds that have

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been stripped of their unmatured interest coupons, the coupons themselves and receipts or certificates representing interests in such stripped debt obligations and coupons. Zero coupon securities issued by corporations and financial institutions typically constitute a proportionate ownership of the issuer's pool of underlying Treasury securities. A zero coupon security pays no interest to its holders during its life and is sold at a discount to its face value at maturity. The amount of any discount varies depending on the time remaining until maturity or cash payment date, prevailing interest rates, liquidity of the security and perceived credit quality of the issuer. Pay-in-kind securities generally pay interest through the issuance of additional securities. Step-up coupon bonds are debt securities that typically do not pay interest for a specified period of time and then pay interest at a series of different rates. The amount of any discount on these securities varies depending on the time remaining until maturity or cash payment date, prevailing interest rates, liquidity of the security and perceived credit quality of the issuer. The market prices of these securities generally are more volatile and are likely to respond to a greater degree to changes in interest rates than the market prices of securities that pay cash interest periodically having similar maturities and credit qualities. In addition, unlike bonds that pay cash interest throughout the period to maturity, a fund will realize no cash until the cash payment date unless a portion of such securities are sold and, if the issuer defaults, the fund may obtain no return at all on its investment. Federal income tax law requires the holder of a zero coupon security or of certain pay-in-kind or step-up bonds to accrue income with respect to these securities prior to the receipt of cash payments. To maintain its qualification as a regulated investment company and avoid liability for federal income taxes, a fund may be required to distribute such income accrued with respect to these securities and may have to dispose of portfolio securities under disadvantageous circumstances in order to generate cash to satisfy these distribution requirements.

The credit risk factors pertaining to high-yield, lower-rated securities (discussed above) also apply to lower-rated zero coupon, pay-in-kind and step-up securities. In addition to the risks associated with the credit rating of the issuers, the market prices of these securities may be very volatile during the period no interest is paid.

Inflation-Indexed Securities. Inflation-indexed securities, such as TIPS, are fixed-income securities whose value is periodically adjusted according to the rate of inflation. Two structures are common. The Treasury and some other issuers utilize a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the Consumer Price Index accruals as part of a semi-annual coupon.

Inflation-indexed securities issued by the Treasury have varying maturities and pay interest on a semi-annual basis equal to a fixed percentage of the inflation-adjusted principal amount. If the periodic adjustment rate measuring inflation falls, the principal value of inflation-index bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of Treasury inflation-indexed bonds, even during a period of deflation. However, the current market value of the bonds is not guaranteed and will fluctuate. Other inflation-related bonds may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal amount.

The periodic adjustment of U.S. inflation-indexed securities is tied to the Consumer Price Index for Urban Consumers ("CPI-U"), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-indexed securities issued by a foreign government are generally adjusted to reflect a comparable inflation index calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States.

The value of inflation-indexed securities is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if the rate of inflation rises at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed securities. In contrast, if nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-index securities. Any increase in the principal amount of an inflation-indexed security generally will be considered taxable ordinary income, even though investors do not receive their principal until maturity. While these securities are expected to be protected

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from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the security's inflation measure.

Variable and Floating Rate Securities. Variable and floating rate securities provide for adjustment in the interest rate paid on the obligations. The terms of such obligations typically provide that interest rates are adjusted based upon an interest or market rate adjustment as provided in the respective obligations. The adjustment intervals may be regular, and range from daily up to annually, or may be event-based, such as based on a change in the prime rate. Variable rate obligations typically provide for a specified periodic adjustment in the interest rate, while floating rate obligations typically have an interest rate which changes whenever there is a change in the external interest or market rate. Because of the interest rate adjustment feature, variable and floating rate securities provide a fund with a certain degree of protection against rises in interest rates, although the fund will participate in any declines in interest rates as well. Generally, changes in interest rates will have a smaller effect on the market value of variable and floating rate securities than on the market value of comparable fixed-income obligations. Thus, investing in variable and floating rate securities generally allows less opportunity for capital appreciation and depreciation than investing in comparable fixed-income securities.

Variable Rate Demand Notes. Variable rate demand notes include master demand notes, which are obligations that permit a fund to invest fluctuating amounts, at varying rates of interest, pursuant to direct arrangements between the fund, as lender, and the borrower. These obligations permit daily changes in the amounts borrowed. Because these obligations are direct lending arrangements between the lender and borrower, it is not contemplated that such instruments generally will be traded, and there generally is no established secondary market for these obligations, although they are redeemable on demand at face value, plus accrued interest. Accordingly, where these obligations are not secured by letters of credit or other credit support arrangements, the fund's right to redeem is dependent on the ability of the borrower to pay principal and interest on demand. Such obligations frequently are not rated by credit rating agencies. Changes in the credit quality of banks or other financial institutions providing any credit support or liquidity enhancements could cause losses to the fund.

Floating and Inverse Floating Rate Debt Instruments. The interest rate on a floating rate debt instrument ("floater") is a variable rate which is tied to another interest rate, such as a prime rate or Treasury bill rate. The interest rate on an inverse floating rate debt instrument resets in the opposite direction from the market rate of interest to which the inverse floater is indexed or inversely to a multiple of the applicable index. An inverse floating rate debt instrument may exhibit greater price volatility than a fixed rate obligation of similar credit quality, and investing in these instruments involves leveraging which may magnify gains or losses.

Participation Interests and Assignments. Short-term corporate or sovereign obligations denominated in U.S. and foreign currencies may be originated, negotiated and structured by a syndicate of lenders ("Co-Lenders"), consisting of commercial banks, thrift institutions, insurance companies, financial companies or other financial institutions one or more of which administers the security on behalf of the syndicate (the "Agent Bank"). Co-Lenders may sell such securities to third parties called "Participants." A fund investing in such securities may participate as a Co-Lender at origination or acquire an interest in the security from a Co-Lender or a Participant (collectively, "participation interests"). Co-Lenders and Participants interposed between a fund and the borrower (the "Borrower"), together with Agent Banks, are referred herein as "Intermediate Participants." A participation interest gives a fund an undivided interest in the security in the proportion that the fund's participation interest bears to the total principal amount of the security. These instruments may have fixed, floating or variable rates of interest.

A fund also may purchase a participation interest in a portion of the rights of an Intermediate Participant, which would not establish any direct relationship between the fund and the Borrower. The fund would be required to rely on the Intermediate Participant that sold the participation interest not only for the enforcement of the fund's rights against the Borrower but also for the receipt and processing of payments due to the fund under the security. The fund would have the right to receive payments of principal, interest and any fees to which it is entitled only from the Intermediate Participant and only upon receipt of the payments from the Borrower. The fund generally will have no right to enforce compliance by the Borrower with the terms of the loan agreement nor any rights of set-off against the Borrower, and the fund may not directly benefit from any collateral supporting the obligation in which it has purchased the participation interest. Because it may be necessary to assert through an Intermediate Participant such rights as may exist against the Borrower, in the event the Borrower fails to pay principal and interest when due, the

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fund may be subject to delays, expenses and risks that are greater than those that would be involved if the fund would enforce its rights directly against the Borrower. Moreover, under the terms of a participation interest, a fund may be regarded as a creditor of the Intermediate Participant (rather than of the Borrower), so that the fund may also be subject to the risk that the Intermediate Participant may become insolvent. In the event of the insolvency of the Intermediate Participant, the fund may be treated as a general creditor of the Intermediate Participant and may not benefit from any set-off between the Intermediate Participant and the Borrower. Certain participation interests may be structured in a manner designed to avoid purchasers being subject to the credit risk of the Intermediate Participant, but even under such a structure, in the event of the Intermediate Participant's insolvency, the Intermediate Participant's servicing of the participation interests may be delayed and the assignability of the participation interest impaired. Similar risks may arise with respect to the Agent Bank if, for example, assets held by the Agent Bank for the benefit of a fund were determined by the appropriate regulatory authority or court to be subject to the claims of the Agent Bank's creditors. In such case, the fund might incur certain costs and delays in realizing payment in connection with the participation interest or suffer a loss of principal and/or interest. Further, in the event of the bankruptcy or insolvency of the Borrower, the obligation of the Borrower to repay the loan may be subject to certain defenses that can be asserted by such Borrower as a result of improper conduct by the Agent Bank or Intermediate Participant.

A fund also may invest in the underlying loan to the Borrower through an assignment of all or a portion of such loan ("Assignments") from a third party. When the fund purchases Assignments from Co-Lenders it will acquire direct rights against the Borrower on the loan. Because Assignments are arranged through private negotiations between potential assignees and potential assignors, however, the rights and obligations acquired by the fund as the purchaser of an Assignment may differ from, and be more limited than, those held by the assigning Co-Lender.

A fund may have difficulty disposing of participation interests and Assignments because to do so it will have to assign such securities to a third party. Because there is no established secondary market for such securities, it is anticipated that such securities could be sold only to a limited number of institutional investors. The lack of an established secondary market may have an adverse impact on the value of such securities and the fund's ability to dispose of particular participation interests or Assignments when necessary to meet the fund's liquidity needs or in response to a specific economic event such as a deterioration in the creditworthiness of the Borrower. The lack of an established secondary market for participation interests and Assignments also may make it more difficult for the fund to assign a value to these securities for purposes of valuing the fund's portfolio and calculating its NAV.

Mortgage-Related Securities. Mortgage-related securities are a form of derivative collateralized by pools of residential or commercial mortgages. Pools of mortgage loans are assembled as securities for sale to investors by various governmental, government-related and private organizations. These securities may include complex instruments such as collateralized mortgage obligations ("CMOs") and stripped mortgage-backed securities, mortgage pass-through securities, interests in REMICs, adjustable rate mortgage loans, or other kinds of mortgage-backed securities, including those with fixed, floating and variable interest rates; interest rates based on multiples of changes in a specified index of interest rates; interest rates that change inversely to changes in interest rates; and those that do not bear interest.

Mortgage-related securities are subject to credit, prepayment and interest rate risk, and may be more volatile and less liquid, and more difficult to price accurately, than more traditional debt securities. Although certain mortgage-related securities are guaranteed by a third party (such as a U.S. Government agency or instrumentality with respect to government-related mortgage-backed securities) or otherwise similarly secured, the market value of the security, which may fluctuate, is not secured. Mortgage-backed securities issued by private issuers, whether or not such securities are subject to guarantees or another form of credit enhancement, may entail greater risk than securities directly or indirectly guaranteed by the U.S. Government. The market value of mortgage-related securities depends on, among other things, the level of interest rates, the securities' coupon rates and the payment history of the mortgagors of the underlying mortgages.

Mortgage-related securities generally are subject to credit risks associated with the performance of the underlying mortgage properties and to prepayment risk. In certain instances, the credit risk associated with mortgage-related securities can be reduced by third party guarantees or other forms of credit support. Improved credit risk does not reduce prepayment risk, which is unrelated to the rating assigned to the mortgage-related security. Prepayment risk may lead to pronounced fluctuations in value of the mortgage-related security. If a mortgage-related security is

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purchased at a premium, all or part of the premium may be lost if there is a decline in the market value of the security, whether resulting solely from changes in interest rates or from prepayments on the underlying mortgage collateral (the rates of which are highly dependent upon changes in interest rates, as discussed below). Mortgage loans are generally partially or completely prepaid prior to their final maturities as a result of events such as sale of the mortgaged premises, default, condemnation or casualty loss. Because these securities may be subject to extraordinary mandatory redemption in whole or in part from such prepayments of mortgage loans, a substantial portion of such securities may be redeemed prior to their scheduled maturities or even prior to ordinary call dates. Extraordinary mandatory redemption without premium could also result from the failure of the originating financial institutions to make mortgage loans in sufficient amounts within a specified time period. The ability of issuers of mortgage-backed securities to make payments depends on such factors as rental income, occupancy levels, operating expenses, mortgage default rates, taxes, government regulations and appropriation of subsidies.

Certain mortgage-related securities, such as inverse floating rate CMOs, have coupons that move inversely to a multiple of a specific index, which may result in a form of leverage. As with other interest-bearing securities, the prices of certain mortgage-related securities are inversely affected by changes in interest rates. However, although the value of a mortgage-related security may decline when interest rates rise, the converse is not necessarily true, since in periods of declining interest rates the mortgages underlying the security are more likely to be prepaid. For this and other reasons, a mortgage-related security's stated maturity may be shortened by unscheduled prepayments on the underlying mortgages, and, therefore, it is not possible to predict accurately the security's return to a fund. Moreover, with respect to certain stripped mortgage-backed securities, if the underlying mortgage securities experience greater than anticipated prepayments of principal, a fund may fail to fully recoup its initial investment even if the securities are rated in the highest rating category by a nationally recognized statistical rating organization. During periods of rapidly rising interest rates, prepayments of mortgage-related securities may occur at slower than expected rates. Slower prepayments effectively may lengthen a mortgage-related security's expected maturity, which generally would cause the value of such security to fluctuate more widely in response to changes in interest rates. Were the prepayments on a fund's mortgage-related securities to decrease broadly, the fund's effective duration, and thus sensitivity to interest rate fluctuations, would increase. Commercial real property loans, however, often contain provisions that reduce the likelihood that such securities will be prepaid. The provisions generally impose significant prepayment penalties on loans and in some cases there may be prohibitions on principal prepayments for several years following origination.

Residential Mortgage-Related Securities. Residential mortgage-related securities representing participation interests in pools of one- to four-family residential mortgage loans issued or guaranteed by governmental agencies or instrumentalities, such as the GNMA, the FNMA and the Federal Home Loan Mortgage Corporation ("FHLMC"), or issued by private entities, have been issued using a variety of structures, including multi-class structures featuring senior and subordinated classes. Some mortgage-related securities have structures that make their reactions to interest rate changes and other factors difficult to predict, making their value highly volatile.

Mortgage-related securities issued by GNMA include Ginnie Maes which are guaranteed as to the timely payment of principal and interest by GNMA and such guarantee is backed by the full faith and credit of the U.S. Government. Ginnie Maes are created by an "issuer," which is a Federal Housing Administration ("FHA") approved mortgagee that also meets criteria imposed by GNMA. The issuer assembles a pool of FHA, Farmers' Home Administration or Veterans' Administration ("VA") insured or guaranteed mortgages which are homogeneous as to interest rate, maturity and type of dwelling. Upon application by the issuer, and after approval by GNMA of the pool, GNMA provides its commitment to guarantee timely payment of principal and interest on the Ginnie Maes backed by the mortgages included in the pool. The Ginnie Maes, endorsed by GNMA, then are sold by the issuer through securities dealers. Ginnie Maes bear a stated "coupon rate" which represents the effective FHA-VA mortgage rate at the time of issuance, less GNMA's and the issuer's fees. GNMA is authorized under the National Housing Act to guarantee timely payment of principal and interest on Ginnie Maes. This guarantee is backed by the full faith and credit of the U.S. Government. GNMA may borrow Treasury funds to the extent needed to make payments under its guarantee. When mortgages in the pool underlying a Ginnie Mae are prepaid by mortgagors or by result of foreclosure, such principal payments are passed through to the certificate holders. Accordingly, the life of the Ginnie Mae is likely to be substantially shorter than the stated maturity of the mortgages in the underlying pool. Because of such variation in prepayment rates, it is not possible to predict the life of a particular Ginnie Mae. Payments to holders of Ginnie Maes consist of the monthly distributions of interest and principal less GNMA's and the issuer's fees. The actual yield to be earned by a holder of a Ginnie Mae is calculated by dividing interest

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payments by the purchase price paid for the Ginnie Mae (which may be at a premium or a discount from the face value of the certificate). Monthly distributions of interest, as contrasted to semi-annual distributions which are common for other fixed interest investments, have the effect of compounding and thereby raising the effective annual yield earned on Ginnie Maes.

Mortgage-related securities issued by FNMA, including FNMA Guaranteed Mortgage Pass-Through Certificates (also known as "Fannie Maes"), are solely the obligations of FNMA and are not backed by or entitled to the full faith and credit of the U.S. Government. Fannie Maes are guaranteed as to timely payment of principal and interest by FNMA. Mortgage-related securities issued by FHLMC include FHLMC Mortgage Participation Certificates (also known as "Freddie Macs" or "PCs"). Freddie Macs are not guaranteed by the U.S. Government or by any Federal Home Loan Bank and do not constitute a debt or obligation of the U.S. Government or of any Federal Home Loan Bank. Freddie Macs entitle the holder to timely payment of interest, which is guaranteed by FHLMC. FHLMC guarantees either ultimate collection or timely payment of all principal payments on the underlying mortgage loans. When FHLMC does not guarantee timely payment of principal, FHLMC may remit the amount due on account of its guarantee of ultimate payment of principal at any time after default on an underlying mortgage, but in no event later than one year after it becomes payable.

The Treasury has historically had the authority to purchase obligations of FNMA and FHLMC. In addition, in 2008, due to capitalization concerns, Congress provided the Treasury with additional authority to lend FNMA and FHLMC emergency funds and to purchase the companies' stock, as described below. In September 2008, the Treasury and the Federal Housing Finance Agency ("FHFA") announced that FNMA and FHLMC had been placed in conservatorship. Since 2009, FNMA and FHLMC have received significant capital support through Treasury preferred stock purchases and Federal Reserve purchases of their mortgage-backed securities. While the Federal Reserve's purchases have terminated, the Treasury announced in December 2009 that it would continue its support for the entities' capital as necessary to prevent a negative net worth through at least 2012. While the Treasury is committed to offset negative equity at FNMA and FHLMC through its preferred stock purchases through 2012, no assurance can be given that the Federal Reserve, Treasury or FHFA initiatives discussed above will ensure that FNMA and FHLMC will remain successful in meeting their obligations with respect to the debt and mortgage-backed securities they issue beyond that date. In August 2012 it was reported that FNMA and FHLMC had collectively drawn $190 billion in federal aid and paid $46 billion in dividends since being placed in conservatorship in 2008. When a credit rating agency downgraded long-term U.S. Government debt in August 2011, the agency also downgraded FNMA and FHLMC's bond ratings, from AAA to AA+, based on their direct reliance on the U.S. Government (although that rating did not directly relate to their mortgage-backed securities). The U.S. Government's commitment to ensure that FNMA and FHLMC have sufficient capital to meet their obligations is, however, unaffected by the downgrade. Serious discussions among policymakers continue, however, as to whether FNMA and FHLMC should be nationalized, privatized, restructured, or eliminated altogether. FNMA and FHLMC also are the subject of several continuing class action lawsuits and investigations by federal regulators over certain accounting, disclosure or corporate governance matters, which (along with any resulting financial restatements) may continue to have an adverse effect on the guaranteeing entities. Future legislative and regulatory action could alter the operations, ownership, structure and/or mission of these institutions, each of which may, in turn, impact the value of, and cash flows on, any mortgage-backed securities guaranteed by FNMA and FHLMC, including any such mortgage-backed securities held by a fund.

Commercial Mortgage-Related Securities. Commercial mortgage-related securities generally are multi-class debt or pass-through certificates secured by mortgage loans on commercial properties. These mortgage-related securities generally are constructed to provide protection to holders of the senior classes against potential losses on the underlying mortgage loans. This protection generally is provided by having the holders of subordinated classes of securities ("Subordinated Securities") take the first loss if there are defaults on the underlying commercial mortgage loans. Other protection, which may benefit all of the classes or particular classes, may include issuer guarantees, reserve funds, additional Subordinated Securities, cross-collateralization and over-collateralization. Commercial lending, however, generally is viewed as exposing the lender to a greater risk of loss than one- to four-family residential lending. Commercial lending, for example, typically involves larger loans to single borrowers or groups of related borrowers than residential one- to four-family mortgage loans. In addition, the repayment of loans secured by income-producing properties typically is dependent upon the successful operation of the related real estate project and the cash flow generated therefrom. Consequently, adverse changes in economic conditions and circumstances are more likely to have an adverse impact on mortgage-related securities secured by loans on certain

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types of commercial properties than those secured by loans on residential properties. The risks that recovery or repossessed collateral might be unavailable or inadequate to support payments on commercial mortgage-related securities may be greater than is the case for non-multifamily residential mortgage-related securities.

Subordinated Securities. Subordinated Securities, including those issued or sponsored by commercial banks, savings and loan institutions, mortgage bankers, private mortgage insurance companies and other non-governmental issuers, have no governmental guarantee, and are subordinated in some manner as to the payment of principal and/or interest to the holders of more senior mortgage-related securities arising out of the same pool of mortgages. The holders of Subordinated Securities typically are compensated with a higher stated yield than are the holders of more senior mortgage-related securities. On the other hand, Subordinated Securities typically subject the holder to greater risk than senior mortgage-related securities and tend to be rated in a lower rating category, and frequently a substantially lower rating category, than the senior mortgage-related securities issued in respect of the same pool of mortgages. Subordinated Securities generally are likely to be more sensitive to changes in prepayment and interest rates and the market for such securities may be less liquid than is the case for traditional fixed-income securities and senior mortgage-related securities.

Collateralized Mortgage Obligations (CMOs) and Multi-Class Pass-Through-Securities. CMOs are multiclass bonds backed by pools of mortgage pass-through certificates or mortgage loans. CMOs may be collateralized by: (1) Ginnie Mae, Fannie Mae, or Freddie Mac pass-through certificates; (2) unsecuritized mortgage loans insured by the FHA or guaranteed by the Department of Veterans' Affairs; (3) unsecuritized conventional mortgages; (4) other mortgage-related securities; or (5) any combination thereof.

Each class of CMOs, often referred to as a "tranche," is issued at a specific coupon rate and has a stated maturity or final distribution date. Principal prepayments on collateral underlying a CMO may cause it to be retired substantially earlier than the stated maturities or final distribution dates. The principal and interest on the underlying mortgages may be allocated among the several classes of a series of a CMO in many ways. One or more tranches of a CMO may have coupon rates which reset periodically at a specified increment over an index or market rate, such as LIBOR (or sometimes more than one index). These floating rate CMOs typically are issued with lifetime caps on the coupon rate thereon. Inverse floating rate CMOs constitute a tranche of a CMO with a coupon rate that moves in the reverse direction to an applicable index or market rate such as LIBOR. Accordingly, the coupon rate thereon will increase as interest rates decrease. Inverse floating rate CMOs are typically more volatile than fixed or floating rate tranches of CMOs.

Many inverse floating rate CMOs have coupons that move inversely to a multiple of the applicable indexes. The effect of the coupon varying inversely to a multiple of an applicable index creates a leverage factor. Inverse floating rate CMOs based on multiples of a stated index are designed to be highly sensitive to changes in interest rates and can subject the holders thereof to extreme reductions of yield and loss of principal. The markets for inverse floating rate CMOs with highly leveraged characteristics at times may be very thin. The ability of a fund to dispose of positions in such securities will depend on the degree of liquidity in the markets for such securities. It is impossible to predict the amount of trading interest that may exist in such securities, and therefore the future degree of liquidity. It should be noted that inverse floaters based on multiples of a stated index are designed to be highly sensitive to changes in interest rates and can subject the holders thereof to extreme reductions of yield and loss of principal.

As CMOs have evolved, some classes of CMO bonds have become more prevalent. The planned amortization class ("PAC") and targeted amortization class ("TAC"), for example, were designed to reduce prepayment risk by establishing a sinking-fund structure. PAC and TAC bonds assure to varying degrees that investors will receive payments over a predetermined period under varying prepayment scenarios. Although PAC and TAC bonds are similar, PAC bonds are better able to provide stable cash flows under various prepayment scenarios than TAC bonds because of the order in which these tranches are paid.

Stripped Mortgage-Backed Securities. Stripped mortgage-backed securities are created by segregating the cash flows from underlying mortgage loans or mortgage securities to create two or more new securities, each with a specified percentage of the underlying security's principal or interest payments. Mortgage securities may be partially stripped so that each investor class receives some interest and some principal. When securities are completely stripped, however, all of the interest is distributed to holders of one type of security, known as an interest-only security ("IO") and all of the principal is distributed to holders of another type of security known as a

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principal-only security ("PO"). IOs and POs can be created in a pass-through structure or as tranches of a CMO. The yields to maturity on IOs and POs are very sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a fund may not fully recoup its initial investment in IOs. Conversely, if the underlying mortgage assets experience less than anticipated prepayments of principal, the yield on POs could be materially and adversely affected.

Adjustable-Rate Mortgage Loans ("ARMs"). ARMs eligible for inclusion in a mortgage pool will generally provide for a fixed initial mortgage interest rate for a specified period of time, generally for either the first three, six, twelve, thirteen, thirty-six, or sixty scheduled monthly payments. Thereafter, the interest rates are subject to periodic adjustment based on changes in an index. ARMs typically have minimum and maximum rates beyond which the mortgage interest rate may not vary over the lifetime of the loans. Certain ARMs provide for additional limitations on the maximum amount by which the mortgage interest rate may adjust for any single adjustment period. Negatively amortizing ARMs may provide limitations on changes in the required monthly payment. Limitations on monthly payments can result in monthly payments that are greater or less than the amount necessary to amortize a negatively amortizing ARM by its maturity at the interest rate in effect during any particular month.

Private Entity Securities. Mortgage-related securities may be issued by commercial banks, savings and loan institutions, mortgage bankers, private mortgage insurance companies and other non-governmental issuers. Timely payment of principal and interest on mortgage-related securities backed by pools created by non-governmental issuers often is supported partially by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance. The insurance and guarantees are issued by government entities, private insurers and the mortgage poolers. There can be no assurance that the private insurers or mortgage poolers can meet their obligations under the policies, so that if the issuers default on their obligations the holders of the security could sustain a loss. No insurance or guarantee covers a fund or the price of a fund's shares. Mortgage-related securities issued by non-governmental issuers generally offer a higher rate of interest than government-agency and government-related securities because there are no direct or indirect government guarantees of payment.

Other Mortgage-Related Securities. Other mortgage-related securities include securities other than those described above that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans on real property, including a CMO tranche which collects any cash flow from collateral remaining after obligations to the other tranches have been met. Other mortgage-related securities may be equity or debt securities issued by agencies or instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks, partnerships, trusts and special purpose entities of the foregoing.

Asset-Backed Securities.Asset-backed securities are a form of derivative instrument. Non-mortgage asset-backed securities are securities issued by special purpose entities whose primary assets consist of a pool of loans, receivables or other assets. Payment of principal and interest may depend largely on the cash flows generated by the assets backing the securities and, in certain cases, supported by letters of credit, surety bonds or other forms of credit or liquidity enhancements. The value of these asset-backed securities also may be affected by the creditworthiness of the servicing agent for the pool of assets, the originator of the loans or receivables or the financial institution providing the credit support.

The securitization techniques used for asset-backed securities are similar to those used for mortgage-related securities, including the issuance of securities in senior and subordinated classes (see "Mortgage-Related Securities—Commercial Mortgage-Related Securities" and "—Subordinated Securities" above). These securities include debt securities and securities with debt-like characteristics. The collateral for these securities has included home equity loans, automobile and credit card receivables, boat loans, computer leases, airplane leases, mobile home loans, recreational vehicle loans and hospital account receivables. Other types of asset-backed securities may be developed in the future. The purchase of non-mortgage asset-backed securities raises considerations peculiar to the financing of the instruments underlying such securities.

Asset-backed securities present certain risks of mortgage-backed securities, such as prepayment risk, as well as risks that are not presented by mortgage-backed securities. Primarily, these securities may provide a less effective

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security interest in the related collateral than do mortgage-backed securities. Therefore, there is the possibility that recoveries on the underlying collateral may not, in some cases, be available to support payments on these securities.

Collateralized Debt Obligations. Collateralized debt obligations ("CDOs") are securitized interests in pools of—generally non-mortgage—assets. Assets called collateral usually comprise loans or debt instruments. A CDO may be called a collateralized loan obligation or collateralized bond obligation if it holds only loans or bonds, respectively. Investors bear the credit risk of the collateral. Multiple tranches of securities are issued by the CDO, offering investors various maturity and credit risk characteristics. Tranches are categorized as senior, mezzanine and subordinated/equity, according to their degree of credit risk. If there are defaults or the CDO's collateral otherwise underperforms, scheduled payments to senior tranches take precedence over those of mezzanine tranches, and scheduled payments to mezzanine tranches take precedence over those to subordinated/equity tranches. Senior and mezzanine tranches are typically rated, with the former receiving ratings of A to AAA/Aaa and the latter receiving ratings of B to BBB/Baa. The ratings reflect both the credit quality of underlying collateral as well as how much protection a given tranche is afforded by tranches that are subordinate to it.

Municipal Securities.

"Municipal securities" are debt securities or other obligations issued by states, territories and possessions of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities, or multistate agencies and authorities, and certain other specified securities, the interest from which is, in the opinion of bond counsel to the issuer, exempt from federal and, with respect to municipal securities in which certain funds invest, the personal income taxes of a specified state (referred to in this SAI as Municipal Bonds, Municipal Obligations, State Municipal Bonds or State Municipal Obligations, as applicable—see "Glossary" below). Municipal securities generally include debt obligations issued to obtain funds for various public purposes and include certain industrial development bonds issued by or on behalf of public authorities. Municipal securities are classified as general obligation bonds, revenue bonds and notes. General obligation bonds are secured by the issuer's pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue bonds are payable from the revenue derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source, but not from the general taxing power. Tax-exempt industrial development bonds, in most cases, are revenue bonds that do not carry the pledge of the credit of the issuing municipality, but generally are guaranteed by the corporate entity on whose behalf they are issued. Notes are short-term instruments which are obligations of the issuing municipalities or agencies and are sold in anticipation of a bond issuance, collection of taxes or receipt of other revenues. Issues of municipal commercial paper typically represent short-term, unsecured, negotiable promissory notes. These obligations are issued by agencies of state and local governments to finance seasonal working capital needs of municipalities or to provide interim construction financing and are paid from general revenues of municipalities or are refinanced with long-term debt. In most cases, municipal commercial paper is backed by letters of credit, lending agreements, note repurchase agreements or other credit facility agreements offered by banks or other institutions. Municipal securities include municipal lease/purchase agreements which are similar to installment purchase contracts for property or equipment issued by municipalities.

Municipal securities bear fixed, floating or variable rates of interest, which are determined in some instances by formulas under which the municipal security's interest rate will change directly or inversely to changes in interest rates or an index, or multiples thereof, in many cases subject to a maximum and minimum. Certain municipal securities are subject to redemption at a date earlier than their stated maturity pursuant to call options, which may be separated from the related municipal security and purchased and sold separately. The purchase of call options on specific municipal securities may protect a fund from the issuer of the related municipal security redeeming, or other holder of the call option from calling away, the municipal security before maturity. The sale by a fund of a call option that it owns on a specific municipal security could result in the receipt of taxable income by the fund.

For a fund that invests less than 50% of its assets in municipal securities, dividends received by shareholders on fund shares which are attributable to interest income received by the fund from municipal securities generally will be subject to federal income tax. While, in general, municipal securities are tax exempt securities having relatively low yields as compared to taxable, non-municipal securities of similar quality, certain municipal securities are taxable obligations, offering yields comparable to, and in some cases greater than, the yields available on other permissible investments.

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For the purpose of diversification under the 1940 Act, the identification of the issuer of municipal securities depends on the terms and conditions of the security. When the assets and revenues of an agency, authority, instrumentality or other political subdivision are separate from those of the government creating the subdivision and the security is backed only by the assets and revenues of the subdivision, such subdivision would be deemed to be the sole issuer. Similarly, in the case of an industrial development bond, if the bond is backed only by the assets and revenues of the non-governmental user, then such non-governmental user would be deemed to be the sole issuer. If, however, in either case, the creating government or some other entity guarantees a security, such a guaranty would be considered a separate security and would be treated as an issue of such government or other entity.

Municipal securities include certain private activity bonds (a type of revenue bond issued by or on behalf of public authorities to raise money to finance various privately operated or public facilities and for which the payment of principal and interest is dependent solely on the ability of the facility's user to meet its financial obligations and the pledge, if any, of real and personal property so financed as security for such payment), the income from which is subject to AMT. Taxable municipal securities also may include remarketed certificates of participation. Certain funds may invest in these municipal securities if the Adviser determines that their purchase is consistent with a fund's investment objective. A municipal or other tax-exempt fund that invests substantially all of its assets in Municipal Bonds may invest more than 25% of the value of the fund's total assets in Municipal Bonds which are related in such a way that an economic, business or political development or change affecting one such security also would affect the other securities (e.g., securities the interest upon which is paid from revenues of similar types of projects, or securities whose issuers are located in the same state). A fund that so invests its assets may be subject to greater risk as compared to municipal or other tax-exempt funds that do not follow this practice.

Municipal securities may be repayable out of revenue streams generated from economically related projects or facilities or whose issuers are located in the same state. Sizable investments in these securities could increase risk to a fund should any of the related projects or facilities experience financial difficulties. An investment in a fund that focuses its investments in securities issued by a particular state or entities within that state may involve greater risk than investments in certain other types of municipal funds. You should consider carefully the special risks inherent in a fund's investment in such municipal securities. If applicable, you should review the information in "Risks of Investing in State Municipal Securities" in Part II of this SAI, which provides a brief summary of special investment considerations and risk factors relating to investing in municipal securities of a specific state.

The yields on municipal securities are dependent on a variety of factors, including general economic and monetary conditions, money market factors, conditions in the municipal securities market, size of a particular offering, maturity of the obligation and rating of the issue. The achievement of the investment objective of a municipal or other tax-exempt fund is dependent in part on the continuing ability of the issuers of municipal securities in which the fund invests to meet their obligations for the payment of principal and interest when due. Municipal securities historically have not been subject to registration with the SEC, although there have been proposals which would require registration in the future. Issuers of municipal securities, like issuers of corporate securities, may declare bankruptcy, and obligations of issuers of municipal securities are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors. Many such bankruptcies historically have been of smaller villages, towns, cities and counties, but in November 2011 Jefferson County, Alabama (the state's most populous county) became the subject of the largest municipal bankruptcy ever in the U.S., at over $4 billion in total indebtedness, surpassing in size the 1994 bankruptcy of Orange County, California. In addition, Harrisburg, Pennsylvania (the state's capital) filed for bankruptcy in October 2011. Stockton, California also filed for bankruptcy in July 2012, making it the largest U.S. city in history to file for bankruptcy. The obligations of municipal issuers may become subject to laws enacted in the future by Congress or state legislatures, or referenda extending the time for payment of principal and/or interest, or imposing other constraints upon enforcement of such obligations or upon the ability of municipalities to levy taxes. There is also the possibility that, as a result of litigation or other conditions, the ability of any municipal issuer to pay, when due, the principal of and interest on its municipal securities may be materially affected.

Certain provisions in the Code relating to the issuance of municipal securities may reduce the volume of municipal securities qualifying for federal tax exemption. One effect of these provisions could be to increase the cost of the municipal securities available for purchase by a fund and thus reduce available yield. Shareholders should consult their tax advisors concerning the effect of these provisions on an investment in such a fund. Proposals that may restrict or eliminate the income tax exemption for interest on municipal securities may be introduced in the future.

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If any such proposal were enacted that would reduce the availability of municipal securities for investment by a fund so as to adversely affect fund shareholders, the fund would reevaluate its investment objective and policies and submit possible changes in the fund's structure to shareholders for their consideration. If legislation were enacted that would treat a type of municipal securities as taxable, a fund would treat such security as a permissible Taxable Investment or, with respect to a money market fund, Money Fund Taxable Investment (in each case, as discussed below), within the applicable limits set forth herein.

Instruments Related to Municipal Securities. The following is a description of certain types of investments related to municipal securities in which some funds may invest. A fund's use of certain of the investment techniques described below may give rise to taxable income.

·Floating and Variable Rate Demand Notes and Bonds. Floating and variable rate demand notes and bonds are tax exempt obligations ordinarily having stated maturities in excess of one year, but which permit the holder to demand payment of principal at any time, or at specified intervals. Variable rate demand notes include master demand notes. See "Fixed-Income Securities—Variable and Floating Rate Securities" above.

·Tax Exempt Participation Interests. A participation interest in municipal securities (such as industrial development bonds and municipal lease/purchase agreements) purchased from a financial institution gives a fund an undivided interest in the municipal security in the proportion that the fund's participation interest bears to the total principal amount of the municipal security. These instruments may have fixed, floating or variable rates of interest and generally will be backed by an irrevocable letter of credit or guarantee of a bank. For certain participation interests, a fund will have the right to demand payment, on not more than seven days' notice, for all or any part of the fund's participation interest in the municipal security, plus accrued interest. As to these instruments, a fund intends to exercise its right to demand payment only upon a default under the terms of the municipal security, as needed to provide liquidity to meet redemptions, or to maintain or improve the quality of its investment portfolio. See also "Fixed-Income Securities—Participation Interests and Assignments" above.

·Municipal Lease Obligations. Municipal lease obligations or installment purchase contract obligations (collectively, "lease obligations") have special risks not ordinarily associated with general obligation or revenue bonds. Leases and installment purchase or conditional sale contracts (which normally provide for title to the leased asset to pass eventually to the government issuer) have evolved as a means for governmental issuers to acquire property and equipment without meeting the constitutional and statutory requirements for the issuance of debt. Although lease obligations do not constitute general obligations of the municipality for which the municipality's taxing power is pledged, a lease obligation ordinarily is backed by the municipality's covenant to budget for, appropriate and make the payments due under the lease obligation. However, lease obligations in which a fund may invest may contain "non-appropriation" clauses which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money is appropriated for such purpose on a yearly basis. Although "non-appropriation" lease obligations are secured by the leased property, disposition of the property in the event of foreclosure might prove difficult. Certain lease obligations may be considered illiquid. Determination as to the liquidity of such securities is made in accordance with guidelines established by the board. Pursuant to such guidelines, the board has directed the Adviser to monitor carefully a fund's investment in such securities with particular regard to: (1) the frequency of trades and quotes for the lease obligation; (2) the number of dealers willing to purchase or sell the lease obligation and the number of other potential buyers; (3) the willingness of dealers to undertake to make a market in the lease obligation; (4) the nature of the marketplace trades, including the time needed to dispose of the lease obligation, the method of soliciting offers and the mechanics of transfer; and (5) such other factors concerning the trading market for the lease obligation as the Adviser may deem relevant. In addition, in evaluating the liquidity and credit quality of a lease obligation that is unrated, the board has directed the Adviser to consider: (1) whether the lease can be canceled; (2) what assurance there is that the assets represented by the lease can be sold; (3) the strength of the lessee's general credit (e.g., its debt, administrative, economic and financial characteristics); (4) the likelihood that the municipality will discontinue appropriating funding for the leased property because the property is no longer deemed essential to the operations of the municipality

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(e.g., the potential for an "event of non-appropriation"); (5) the legal recourse in the event of failure to appropriate; and (6) such other factors concerning credit quality as the Adviser may deem relevant.

·Tender Option Bonds. A tender option bond is a municipal security (generally held pursuant to a custodial arrangement) having a relatively long maturity and bearing interest at a fixed rate substantially higher than prevailing short-term tax exempt rates, that has been coupled with the agreement of a third party, such as a bank, broker-dealer or other financial institution, pursuant to which such institution grants the security holders the option, at periodic intervals, to tender their securities to the institution and receive the face value thereof. As consideration for providing the option, the financial institution receives periodic fees equal to the difference between the municipal security's fixed coupon rate and the rate, as determined by a remarketing or similar agent at or near the commencement of such period, that would cause the securities, coupled with the tender option, to trade at par on the date of such determination. Thus, after payment of this fee, the security holder effectively holds a demand obligation that bears interest at the prevailing short-term tax exempt rate. In certain instances and for certain tender option bonds, the option may be terminable in the event of a default in payment of principal or interest on the underlying municipal security and for other reasons. The funds expect to be able to value tender option bonds at par; however, the value of the instrument will be monitored to assure that it is valued at fair value. The quality of the underlying creditor or of the third party provider of the tender option, as the case may be, as determined by the Adviser, must be equivalent to the quality standard prescribed for the fund. In addition, the Adviser monitors the earning power, cash flow and other liquidity ratios of the issuers of such obligations.

·Pre-Refunded Municipal Securities. The principal and interest on pre-refunded municipal securities are no longer paid from the original revenue source for the securities. Instead, the source of such payments is typically an escrow fund consisting of U.S. Government securities. The assets in the escrow fund are derived from the proceeds of refunding bonds issued by the same issuer as the pre-refunded municipal securities. Issuers of municipal securities use this advance refunding technique to obtain more favorable terms with respect to bonds that are not yet subject to call or redemption by the issuer. For example, advance refunding enables an issuer to refinance debt at lower market interest rates, restructure debt to improve cash flow or eliminate restrictive covenants in the indenture or other governing instrument for the pre-refunded municipal securities. However, except for a change in the revenue source from which principal and interest payments are made, the pre-refunded municipal securities remain outstanding on their original terms until they mature or are redeemed by the issuer.

·Mortgage-Related and Asset-Backed Municipal Securities. Mortgage-backed municipal securities are municipal securities of issuers that derive revenues from mortgage loans on multiple family residences, retirement housing or housing projects for low- to moderate-income families. Certain of such securities may be single family mortgage revenue bonds issued for the purpose of acquiring from originating financial institutions notes secured by mortgages on residences located within the issuer's boundaries. Non-mortgage asset-based securities are securities issued by special purpose entities whose primary assets consist of a pool of loans, receivables or other assets. See "Fixed-Income Securities—Mortgage-Related Securities" and "Fixed-Income Securities—Asset-Backed Securities" above.

·Custodial Receipts. Custodial receipts represent the right to receive certain future principal and/or interest payments on municipal securities which underlie the custodial receipts. A number of different arrangements are possible. A fund also may purchase directly from issuers, and not in a private placement, municipal securities having characteristics similar to custodial receipts. These securities may be issued as part of a multi-class offering and the interest rate on certain classes may be subject to a cap or floor. See "Derivatives—Custodial Receipts" below.

·Indexed and Inverse Floating Rate Municipal Securities. Indexed rate municipal securities are securities that pay interest or whose principal amount payable upon maturity is based on the value of an index of interest rates. Interest and principal payable on certain securities also may be based on relative changes among particular indexes. So-called "inverse floating obligations" or "residual interest bonds" ("inverse floaters") are derivative instruments created by depositing municipal securities in a trust which divides the bond's income stream into two parts: (1) a short-term variable rate demand note; and (2) a residual interest bond (the inverse floater) which receives interest based on the remaining cash flow of the trust after

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payment of interest on the note and various trust expenses. The interest rate on the inverse floater varies inversely with a floating rate (which may be reset periodically by a "Dutch" auction, a remarketing agent or by reference a short-term tax-exempt interest rate index), usually moving in the opposite direction as the interest on the variable rate demand note.

A fund may either participate in structuring an inverse floater or purchase an inverse floater in the secondary market. When structuring an inverse floater, a fund will transfer to a trust fixed rate municipal securities held in the fund's portfolio. The trust then typically issues the inverse floaters and the variable rate demand notes that are collateralized by the cash flows of the fixed rate municipal securities. In return for the transfer of the municipal securities to the trust, the fund receives the inverse floaters and cash associated with the sale of the notes from the trust. For accounting purposes, a fund treats these transfers as part of a secured borrowing or financing transaction (not a sale), and the interest payments and related expenses due on the notes issued by the trusts and sold to third parties as expenses and liabilities of the fund. Inverse floaters purchased in the secondary market are treated as the purchase of a security and not as a secured borrowing or financing transaction. Synthetically created inverse floating rate bonds evidenced by custodial or trust receipts are securities that have the effect of providing a degree of investment leverage, since they may increase or decrease in value in response to changes in market interest rates at a rate that is a multiple of the rate at which fixed rate securities increase or decrease in response to such changes.

An investment in inverse floaters may involve greater risk than an investment in a fixed rate municipal security. Because changes in the interest rate on the other security or index inversely affect the residual interest paid on the inverse floater, the value of an inverse floater is generally more volatile than that of a fixed rate municipal security. Inverse floaters have interest rate adjustment formulas which generally reduce or, in the extreme, eliminate the interest paid to a fund when short-term interest rates rise, and increase the interest paid to the fund when short-term interest rates fall. Investing in inverse floaters involves leveraging which may magnify the fund's gains or losses. Although volatile, inverse floaters typically offer the potential for yields exceeding the yields available on fixed rate municipal securities with comparable credit quality, coupon, call provisions and maturity. These securities usually permit the investor to convert the floating rate to a fixed rate (normally adjusted downward), and this optional conversion feature may provide a partial hedge against rising rates if exercised at an opportune time. Investments in inverse floaters may be illiquid.

·Zero Coupon, Pay-In-Kind and Step-Up Municipal Securities. Zero coupon municipal securities are issued or sold at a discount from their face value and do not entitle the holder to any periodic payment of interest prior to maturity or a specified redemption date or cash payment date. Zero coupon securities also may take the form of municipal securities that have been stripped of their unmatured interest coupons, the coupons themselves and receipts or certificates representing interest in such stripped debt obligations and coupons. Pay-in-kind municipal securities generally pay interest through the issuance of additional securities. Step-up municipal securities typically do not pay interest for a specified period of time and then pay interest at a series of different rates. See "Fixed-Income Securities—Zero Coupon, Pay-In-Kind and Step-Up Securities."

·Special Taxing Districts. Some municipal securities may be issued in connection with special taxing districts. Special taxing districts are organized to plan and finance infrastructure development to induce residential, commercial and industrial growth and redevelopment. The bond financing methods, such as tax increment finance, tax assessment, special services district and Mello-Roos bonds, generally are payable solely from taxes or other revenues attributable to the specific projects financed by the bonds without recourse to the credit or taxing power of related or overlapping municipalities. They often are exposed to real estate development-related risks and can have more taxpayer concentration risk than general tax-supported bonds, such as general obligation bonds. Further, the fees, special taxes or tax allocations and other revenues that are established to secure such financings generally are limited as to the rate or amount that may be levied or assessed and are not subject to increase pursuant to rate covenants or municipal or corporate guarantees. The bonds could default if development failed to progress as anticipated or if larger taxpayers failed to pay the assessments, fees and taxes as provided in the financing plans of the districts.

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·Stand-By Commitments.Under a stand-by commitment, a fund obligates a broker, dealer or bank to repurchase, at the fund's option, specified securities at a specified price prior to such securities' maturity date and, in this respect, stand-by commitments are comparable to put options. The exercise of a stand-by commitment, therefore, is subject to the ability of the seller to make payment on demand. The funds will acquire stand-by commitments solely to facilitate portfolio liquidity and do not intend to exercise their rights thereunder for trading purposes. A fund may pay for stand-by commitments if such action is deemed necessary, thus increasing to a degree the cost of the underlying municipal security and similarly decreasing such security's yield to investors. Gains realized in connection with stand-by commitments will be taxable. For a fund that focuses its investments in New Jersey Municipal Bonds, the fund will acquire stand-by commitments only to the extent consistent with the requirements for a "qualified investment fund" under the New Jersey Gross Income Tax Act.

·Structured Notes. Structured notes typically are purchased in privately negotiated transactions from financial institutions and, therefore, may not have an active trading market. When a fund purchases a structured note, it will make a payment of principal to the counterparty. Some structured notes have a guaranteed repayment of principal while others place a portion (or all) or the principal at risk. The possibility of default by the counterparty or its credit provider may be greater for structured notes than for other types of money market instruments.

Taxable Investments (municipal or other tax-exempt funds only). From time to time, on a temporary basis other than for temporary defensive purposes (but not to exceed 20% of the value of the fund's net assets) or for temporary defensive purposes, a fund may invest in taxable short-term investments (Taxable Investments, as defined in Part II of this SAI under "Investments, Investments Techniques and Risks"). Dividends paid by a fund that are attributable to income earned by the fund from Taxable Investments will be taxable to investors. When a fund invests for temporary defensive purposes, it may not achieve its investment objective(s).

Funding Agreements. In a funding agreement (sometimes referred to as a Guaranteed Interest Contract or "GIC"), a fund contributes cash to a deposit fund of an insurance company's general account, and the insurance company then credits the fund, on a monthly basis, guaranteed interest that is based on an index. This guaranteed interest will not be less than a certain minimum rate. Because the principal amount of a funding agreement may not be received from the insurance company on seven days notice or less, the agreement is considered to be an illiquid investment.

Real Estate Investment Trusts (REITs)

A REIT is a corporation, or a business trust that would otherwise be taxed as a corporation, which meets the definitional requirements of the Code. The Code permits a qualifying REIT to deduct dividends paid, thereby effectively eliminating corporate level federal income tax and making the REIT a pass-through vehicle for federal income tax purposes. To meet the definitional requirements of the Code, a REIT must, among other things, invest substantially all of its assets in interests in real estate (including mortgages and other REITs) or cash and government securities, derive most of its income from rents from real property or interest on loans secured by mortgages on real property, and distribute to shareholders annually a substantial portion of its otherwise taxable income.

REITs are characterized as equity REITs, mortgage REITs and hybrid REITs. Equity REITs, which may include operating or finance companies, own real estate directly and the value of, and income earned by, the REITs depends upon the income of the underlying properties and the rental income they earn. Equity REITs also can realize capital gains (or losses) by selling properties that have appreciated (or depreciated) in value. Mortgage REITs can make construction, development or long-term mortgage loans and are sensitive to the credit quality of the borrower. Mortgage REITs derive their income from interest payments on such loans. Hybrid REITs combine the characteristics of both equity and mortgage REITs, generally by holding both ownership interests and mortgage interests in real estate. The value of securities issued by REITs is affected by tax and regulatory requirements and by perceptions of management skill. They also are subject to heavy cash flow dependency, defaults by borrowers or tenants, self-liquidation and the possibility of failing to qualify for tax-free status under the Code or to maintain exemption from the 1940 Act.

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Money Market Instruments

When the Adviser determines that adverse market conditions exist, a fund may adopt a temporary defensive position and invest up to 100% of its assets in money market instruments, including U.S. Government securities, bank obligations, repurchase agreements and commercial paper. During such periods, the fund may not achieve its investment objective(s). A fund also may purchase money market instruments when it has cash reserves or in anticipation of taking a market position.

Investing in money market instruments is subject to certain risks. Money market instruments (other than certain U.S. Government securities) are not backed or insured by the U.S. Government, its agencies or its instrumentalities. Accordingly, only the creditworthiness of an issuer, or guarantees of that issuer, support such instruments.

Bank Obligations. See "Bank Obligations" below under "Money Market Funds."

Repurchase Agreements. See "Repurchase Agreements" below under "Money Market Funds."

Commercial Paper. Commercial paper represents short-term, unsecured promissory notes issued in bearer form by banks or bank holding companies, corporations and finance companies used to finance short-term credit needs and may consist of U.S. dollar-denominated obligations of domestic issuers and foreign currency-denominated obligations of domestic or foreign issuers. Commercial paper may be backed only by the credit of the issuer or may be backed by some form of credit enhancement, typically in the form of a guarantee by a commercial bank. Commercial paper backed by guarantees of foreign banks may involve additional risk due to the difficulty of obtaining and enforcing judgments against such banks and the generally less restrictive regulations to which such banks are subject.

Foreign Securities

Foreign securities include the securities of companies organized under the laws of countries other than the United States and those issued or guaranteed by governments other than the U.S. Government or by foreign supranational entities. They also include securities of companies whose principal trading market is in a country other than the United States or of companies (including those that are located in the United States or organized under U.S. law) that derive a significant portion of their revenue or profits from foreign businesses, investments or sales, or that have a majority of their assets outside the United States. They may be traded on foreign securities exchanges or in the foreign over-the-counter markets. Supranational entities include international organizations designated or supported by governmental entities to promote economic reconstruction or development and international banking institutions and related government agencies. Examples include the International Bank for Reconstruction and Development (the World Bank), the European Coal and Steel Community, the Asian Development Bank and the InterAmerican Development Bank. Obligations of the World Bank and certain other supranational organizations are supported by subscribed but unpaid commitments of member countries. There is no assurance that these commitments will be undertaken or complied with in the future.

Investing in the securities of foreign issuers, as well as instruments that provide investment exposure to foreign securities and markets, involves risks that are not typically associated with investing in U.S. dollar-denominated securities of domestic issuers. Investments in foreign issuers may be affected by changes in currency rates (i.e., affecting the value of assets as measured in U.S. dollars), changes in foreign or U.S. laws or restrictions applicable to such investments and in exchange control regulations (e.g., currency blockage). A decline in the exchange rate of the currency (i.e., weakening of the currency against the U.S. dollar) in which a portfolio security is quoted or denominated relative to the U.S. dollar would reduce the value of the portfolio security. A change in the value of such foreign currency against the U.S. dollar also will result in a change in the amount of income available for distribution. If a portion of a fund's investment income may be received in foreign currencies, such fund will be required to compute its income in U.S. dollars for distribution to shareholders, and therefore the fund will absorb the cost of currency fluctuations. After the fund has distributed income, subsequent foreign currency losses may result in the fund having distributed more income in a particular fiscal period than was available from investment income, which could result in a return of capital to shareholders. In addition, if the exchange rate for the currency in which a fund receives interest payments declines against the U.S. dollar before such income is distributed as dividends to shareholders, the fund may have to sell portfolio securities to obtain sufficient cash to enable the fund to pay such

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dividends. Commissions on transactions in foreign securities may be higher than those for similar transactions on domestic stock markets, and foreign custodial costs are higher than domestic custodial costs. In addition, clearance and settlement procedures may be different in foreign countries and, in certain markets, such procedures have on occasion been unable to keep pace with the volume of securities transactions, thus making it difficult to conduct such transactions.

Foreign securities markets generally are not as developed or efficient as those in the United States. Securities of some foreign issuers are less liquid and more volatile than securities of comparable U.S. issuers. Similarly, volume and liquidity in most foreign securities markets are less than in the United States and, at times, volatility of price can be greater than in the United States.

Because evidences of ownership of foreign securities usually are held outside the United States, additional risks of investing in foreign securities include possible adverse political and economic developments, seizure or nationalization of foreign deposits and adoption of governmental restrictions that might adversely affect or restrict the payment of principal and interest on the foreign securities to investors located outside the country of the issuer, whether from currency blockage, exchange control regulations or otherwise. Foreign securities held by a fund may trade on days when the fund does not calculate its NAV and thus may affect the fund's NAV on days when shareholders have no access to the fund.

Emerging Markets. The risks associated with investing in foreign securities are often heightened for investments in emerging market countries. These heightened risks include: (1) greater risks of expropriation, confiscatory taxation and nationalization, and less social, political and economic stability; (2) the small size of the markets for securities of emerging market issuers and a low or nonexistent volume of trading, resulting in lack of liquidity and in price volatility; (3) certain national policies which may restrict the investment opportunities including restrictions on investing in issuers or industries deemed sensitive to relevant national interests; and (4) the absence of developed legal structures governing private or foreign investment and private property. The purchase and sale of portfolio securities in certain emerging market countries may be constrained by limitations as to daily changes in the prices of listed securities, periodic trading or settlement volume and/or limitations on aggregate holdings of foreign investors. In certain cases, such limitations may be computed based upon the aggregate trading by or holdings of a fund, its Adviser and its affiliates and their respective clients and other service providers. A fund may not be able to sell securities in circumstances where price, trading or settlement volume limitations have been reached. These limitations may have a negative impact on the fund's performance and may adversely affect the liquidity of the fund's investment to the extent that it invests in certain emerging market countries. In addition, some emerging market countries may have fixed or managed currencies which are not free-floating against the U.S. dollar. Further, certain emerging market countries' currencies may not be internationally traded. Certain of these currencies have experienced a steady devaluation relative to the U.S. dollar. If a fund does not hedge the U.S. dollar value of securities it owns denominated in currencies that are devalued, the fund's NAV will be adversely affected. Many emerging market countries have experienced substantial, and in some periods extremely high, rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, adverse effects on the economies and securities markets of certain of these countries.

Brazil. A fund that invests significantly in Brazilian securities or currency will be subject to certain political, economic, legal and currency risks which have contributed to a high level of price volatility in the Brazilian equity and currency markets and could adversely affect investments in the fund. Brazil is dependent upon commodity prices and international trade and suffers from high inflation rates. Brazil continues to suffer from chronic structural public sector deficits. Disparities of wealth, the pace and success of democratization and capital market development, and ethnic and racial disaffection have led to social and labor unrest, and violence. Unanticipated political or social developments may result in sudden and significant investment losses.

The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy, which may have significant effects on Brazilian companies and on market conditions and prices of Brazilian securities. The Brazilian economy has been characterized by frequent, and occasionally drastic, intervention by the Brazilian government. The Brazilian government has often changed monetary, taxation, credit, tariff and other policies to influence the core of Brazil's economy. The Brazilian government's actions to control inflation and affect other economic policies have often involved, among others, the setting of wage and price controls, blocking access to bank accounts, fluctuation of the base interest rates, imposing exchange controls and limiting imports into Brazil.

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Brazil has historically experienced high rates of inflation and may continue to do so in the future. An increase in prices for commodities, the depreciation of the Brazilian currency (the real) and future government measures seeking to maintain the value of the real in relation to the U.S. dollar may trigger increases in inflation in Brazil and may slow the rate of growth of the Brazilian economy. Inflationary pressures also may limit the ability of certain Brazilian issuers to access foreign financial markets and may lead to further government intervention in the economy, including the introduction of government policies that may adversely affect the overall performance of the Brazilian economy, which in turn could adversely affect a fund's investments. Furthermore, the depreciation of the real relative to the U.S. dollar could create additional inflationary pressures in Brazil and lead to increases in interest rates, which may adversely affect the Brazilian economy as a whole. Conversely, appreciation of the real relative to the U.S. dollar may lead to the deterioration of Brazil's current account and balance of payments as well as limit the growth of exports.

The market for Brazilian securities is influenced by the flow of international capital, and economic and market conditions of certain countries, especially emerging market countries in Central and South America. Adverse economic conditions or developments in other emerging market countries have at times significantly affected the availability of credit in the Brazilian economy and resulted in considerable outflows of funds and declines in the amount of foreign currency invested in Brazil. Crises in other emerging market countries also may increase investors' risk aversion, which may adversely impact the market value of the securities issued by Brazilian companies, including securities in which a fund may invest.

Investments in Brazilian securities may be subject to certain restrictions on foreign investment. Brazilian law provides that whenever a serious imbalance in Brazil's balance of payments exists or is anticipated, the Brazilian government may impose temporary restrictions on the remittance to foreign investors of the proceeds of their investment in Brazil and on the conversion of Brazilian currency into foreign currency. The likelihood of such restrictions may be affected by the extent of Brazil's foreign currency reserves, the availability of sufficient foreign currency in the foreign exchange markets on the date a payment is due, the size of Brazil's debt service burden relative to the economy as a whole and political constraints to which Brazil may be subject.

Certain Asian Emerging Market Countries. The performance of a fund that concentrates its investments in Asian emerging market countries is expected to be closely tied to social, political and economic conditions within Asia and to be more volatile than the performance of more geographically diversified funds.Many Asian economies are characterized by over-extension of credit, frequent currency fluctuation, devaluations and restrictions, rising unemployment, rapid fluctuations in inflation, reliance on exports and less efficient markets. Currency devaluation in one Asian country can have a significant effect on the entire region. The legal systems in many Asian countries are still developing, making it more difficult to obtain and/or enforce judgments.

Furthermore, increased political and social unrest in some Asian countries could cause economic and market uncertainty throughout the region. The auditing and reporting standards in some Asian emerging market countries many not provide the same degree of shareholder protection or information to investors as those in developed countries. In particular, valuation of assets, depreciation, exchange differences, deferred taxation, contingent liability and consolidation may be treated differently than under the auditing and reporting standards of developed countries.

Certain Asian emerging market countries are undergoing a period of growth and change which may result in trading volatility and difficulties in the settlement and recording of securities transactions, and in interpreting and applying the relevant law and regulations. The securities industries in these countries are comparatively underdeveloped. Stockbrokers and other intermediaries in Asian emerging market countries may not perform as well as their counterparts in the United States and other more developed securities markets. Certain Asian emerging market countries may require substantial withholding on dividends paid on portfolio securities and on realized capital gains. There can be no assurance that repatriation of the fund's income, gains or initial capital from these countries can occur.

India. Investments in India involve certain risks and special considerations. Such risks include but are not limited to: (a) social, economic and political uncertainty, including war; (b) the ability to sustain strong economic growth; (c) greater price fluctuations and market volatility; (d) less liquidity and smaller capitalization of securities markets; (e) currency exchange rate fluctuations; (f) interest rate fluctuations; (g) government involvement in and control over the economy; (h) government decisions to discontinue support of economic reform programs; (i) differences in

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accounting, auditing and financial reporting standards; and (j) the availability and effectiveness of the Indian legal system. A fund that invests predominantly in the securities of Indian issuers may be subject to increased liquidity risks. This could inhibit the fund's ability to meet a large number of shareholder redemption requests in the event of economic, political or religious turmoil in India or neighboring regions or deterioration in relations between the United States and India.

Political, economic and social factors, changes in Indian law or regulations and the status of India's relations with other countries may adversely affect the value of a fund's assets. Certain developments (such as the possibility of nationalization, expropriations or taxation amounting to confiscation, political changes, governmental regulation, social instability, diplomatic disputes or other similar developments), which are beyond the control of a fund and the Adviser, could adversely affect the fund's performance.

India's political, social and economic stability is related to its developing status. Although India has experienced significant growth and is projected to undergo significant growth in the future, there can be no assurance that such growth will continue. Future actions of the Indian central government or the respective Indian state governments could have a significant effect on the Indian economy, which could adversely affect private sector companies, market conditions and prices and the performance of a fund's investments in India. The occurrence of social unrest or external tensions could adversely affect India's political and economic stability and, consequently, adversely affect a fund's performance.

India is a country that comprises diverse religious and ethnic groups. It is the world's most populous democracy and has a well-developed political system. Ethnic issues and border disputes, however, have given rise to ongoing tension in the relations between India and Pakistan, particularly over the region of Kashmir. In addition, cross-border terrorism could weaken regional stability in South Asia, thereby hurting investor sentiment. The Indian government has confronted separatist movements in several Indian states. If the Indian government is unable to control the violence and disruption associated with these tensions, the results could destabilize the economy and, consequently, adversely affect a fund's investments.

While fiscal and legislative reforms have led to economic liberalization and stabilization in India over the past fifteen years, the possibility that these reforms may be halted or reversed could significantly and adversely affect the value of investments in India. A fund's investments in India could also be adversely affected by changes in laws and regulations or the interpretations thereof, including those governing foreign direct investment, anti-inflationary measures, laws governing rates and methods of taxation, and restrictions on currency conversion, imports and sources of supplies.

Although the Indian primary and secondary equity markets have grown rapidly over the last few years and the clearing, settlement and registration systems available to effect trades on the Indian stock markets have improved, these processes may still not be on par with those in more developed markets. The securities markets in India are substantially smaller, less liquid and more volatile than the major securities markets in the United States. The securities industry in India is comparatively underdeveloped, which may result in difficulties relating to settlement and recording of transactions and in interpreting and applying relevant securities laws and regulations. The Indian stock exchanges have been subject to broker defaults, failed trades and settlement delays in the past.

Foreign investment in the securities of issuers in India is usually restricted or controlled to some degree. In addition, the availability of financial instruments with exposure to Indian financial markets may be substantially limited by the restrictions on Foreign Institutional Investors ("FIIs"), such as Dreyfus, and sub-accounts. Only registered FIIs and sub-accounts and non-Indian mutual funds that comply with certain statutory conditions may make direct portfolio investments in exchange-traded Indian securities. FIIs and their sub-accounts are required to register with and be approved by the Securities and Exchange Board of India ("SEBI"), and must continue to satisfy certain requirements imposed by SEBI. There can be no guarantee that Dreyfus or a fund will satisfy these requirements to continue their FII and sub-account status, respectively. FIIs and their sub-accounts are required to observe certain investment restrictions which may limit a fund's ability to invest in issuers or to fully pursue its investment objective. Income, gains and initial capital with respect to such investments are freely repatriable, subject to payment of applicable Indian taxes. India's guidelines under which foreign investors may invest in Indian securities are new and evolving. There can be no assurance that these foreign investment or exchange control regimes will not change in a way that makes it more difficult or impossible for a fund to implement its investment strategy or repatriate its income, gains and initial capital from India.

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The Adviser will take into account the effects on returns of local taxation. India may require withholding on dividends paid on portfolio securities and on realized capital gains. In the past, these taxes have sometimes been substantial. There can be no assurance that restrictions on repatriation of a fund's income, gains or initial capital from India will not occur.

A high proportion of the shares of many Indian issuers are held by a limited number of persons and financial institutions, which may limit the number of shares available for investment. In addition, further issuances, or the perception that such issuances may occur, of securities by Indian issuers in which a fund has invested could dilute the earnings per share of the fund's investment and could adversely affect the market price of such securities. Sales of securities by such issuer's major shareholders, or the perception that such sales may occur, may also significantly and adversely affect the market price of such securities and, in turn, a fund's investment. Moreover, a limited number of issuers represent a disproportionately large percentage of market capitalization and trading value in India.

The ability of a fund to invest in Indian securities, exchange Indian rupees into U.S. dollars and repatriate investment income, capital and proceeds of sales realized from their investments in Indian securities is subject to the Indian Foreign Exchange Management Act, 1999, and the rules, regulations and notifications issued thereunder. There can be no assurance that the Indian government in the future, whether for purposes of managing its balance of payments or for other reasons, will not impose restrictions on foreign capital remittances abroad or otherwise modify the exchange control regime applicable to foreign institutional investors in such a way that may adversely affect the ability of a fund to repatriate its income and capital. If for any reason a fund is unable, through borrowing or otherwise, to distribute an amount equal to substantially all of its investment company taxable income (as defined for U.S. tax purposes, without regard to the deduction for dividends paid) within the applicable time periods, the fund would cease to qualify for the favorable tax treatment afforded to regulated investment companies under the Code.

Depositary Receipts and New York Shares. Securities of foreign issuers in the form of ADRs, EDRs and GDRs and other forms of depositary receipts may not necessarily be denominated in the same currency as the securities into which they may be converted. ADRs are receipts typically issued by a U.S. bank or trust company which evidence ownership of underlying securities issued by a foreign corporation. EDRs are receipts issued in Europe, and GDRs are receipts issued outside the United States typically by non-U.S. banks and trust companies that evidence ownership of either foreign or domestic securities. Generally, ADRs in registered form are designed for use in the U.S. securities markets, EDRs in bearer form are designed for use in Europe, and GDRs in bearer form are designed for use outside the United States. New York Shares are securities of foreign companies that are issued for trading in the United States. New York Shares are traded in the United States on national securities exchanges or in the over-the-counter market.

Depositary receipts may be purchased through "sponsored" or "unsponsored" facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depositary. A depositary may establish an unsponsored facility without participation by the issuer of the deposited security. Holders of unsponsored depositary receipts generally bear all the costs of such facilities, and the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts in respect of the deposited securities. Purchases or sales of certain ADRs may result, indirectly, in fees being paid to the Depositary Receipts Division of The Bank of New York Mellon, an affiliate of the Manager, by brokers executing the purchases or sales.

Securities of foreign issuers that are represented by ADRs or that are listed on a U.S. securities exchange or traded in the U.S. over-the-counter markets are not subject to many of the special considerations and risks discussed in the prospectus and this SAI that apply to foreign securities traded and held abroad. A U.S. dollar investment in ADRs or shares of foreign issuers traded on U.S. exchanges may be impacted differently by currency fluctuations than would an investment made in a foreign currency on a foreign exchange in shares of the same issuer.

Sovereign Debt Obligations. Investments in sovereign debt obligations involve special risks which are not present in corporate debt obligations. The foreign issuer of the sovereign debt or the foreign governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and a fund may have limited recourse in the event of a default. During periods of economic uncertainty, the market prices of sovereign debt, and the NAV of a fund, to the extent it invests in such securities, may be more volatile than prices of U.S. debt issuers. In the past, certain foreign countries have encountered difficulties in servicing their debt

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obligations, withheld payments of principal and interest and declared moratoria on the payment of principal and interest on their sovereign debt.

A sovereign debtor's willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange, the relative size of the debt service burden, the sovereign debtor's policy toward principal international lenders and local political constraints. Sovereign debtors may also be dependent on expected disbursements from foreign governments, multilateral agencies and other entities to reduce principal and interest arrearages on their debt. The failure of a sovereign debtor to implement economic reforms, achieve specified levels of economic performance or repay principal or interest when due may result in the cancellation of third party commitments to lend funds to the sovereign debtor, which may further impair such debtor's ability or willingness to service its debts.

Moreover, no established secondary markets may exist for many of the sovereign debt obligations in which a fund may invest. Reduced secondary market liquidity may have an adverse effect on the market price and a fund's ability to dispose of particular instruments when necessary to meet its liquidity requirements or in response to specific economic events such as a deterioration in the creditworthiness of the issuer. Reduced secondary market liquidity for certain sovereign debt obligations also may make it more difficult for a fund to obtain accurate market quotations for purposes of valuing its portfolio. Market quotations are generally available on many sovereign debt obligations only from a limited number of dealers and may not necessarily represent firm bids of those dealers or prices of actual sales.

Sovereign Debt Obligations of Emerging Market Countries. Investing in foreign government obligations and the sovereign debt of emerging market countries creates exposure to the direct or indirect consequences of political, social or economic changes in the countries that issue the securities or in which the issuers are located. The ability and willingness of sovereign obligors in emerging market countries or the governmental authorities that control repayment of their external debt to pay principal and interest on such debt when due may depend on general economic and political conditions within the relevant country. Certain countries in which a fund may invest have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate trade difficulties and extreme poverty and unemployment. Many of these countries also are characterized by political uncertainty or instability. Additional factors which may influence the ability or willingness to service debt include a country's cash flow situation, the availability of sufficient foreign exchange on the date a payment is due, the relative size of its debt service burden to the economy as a whole and its government's policy towards the International Monetary Fund, the World Bank and other international agencies. The ability of a foreign sovereign obligor to make timely payments on its external debt obligations also will be strongly influenced by the obligor's balance of payments, including export performance, its access to international credits and investments, fluctuations in interest rates and the extent of its foreign reserves. A governmental obligor may default on its obligations. If such an event occurs, a fund may have limited legal recourse against the issuer and/or guarantor. In some cases, remedies must be pursued in the courts of the defaulting party itself, and the ability of the holder of foreign sovereign debt securities to obtain recourse may be subject to the political climate in the relevant country. In addition, no assurance can be given that the holders of commercial bank debt will not contest payments to the holders of other foreign sovereign debt obligations in the event of default under their commercial bank loan agreements. Sovereign obligors in emerging market countries are among the world's largest debtors to commercial banks, other governments, international financial organizations and other financial institutions. These obligors, in the past, have experienced substantial difficulties in servicing their external debt obligations, which led to defaults on certain obligations and the restructuring of certain indebtedness. Restructuring arrangements have included, among other things, reducing and rescheduling interest and principal payments by negotiating new or amended credit agreements or converting outstanding principal and unpaid interest to Brady Bonds (discussed below), and obtaining new credit to finance interest payments. Holders of certain foreign sovereign debt securities may be requested to participate in the restructuring of such obligations and to extend further loans to their issuers. There can be no assurance that the Brady Bonds and other foreign sovereign debt securities in which a fund may invest will not be subject to similar restructuring arrangements or to requests for new credit which may adversely affect the fund's holdings. Obligations of the World Bank and certain other supranational organizations are supported by subscribed but unpaid commitments of member countries. There is no assurance that these commitments will be undertaken or complied with in the future.

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Brady Bonds. "Brady Bonds" are securities created through the exchange of existing commercial bank loans to public and private entities in certain emerging markets for new bonds in connection with debt restructurings. In light of the history of defaults of countries issuing Brady Bonds on their commercial bank loans, investments in Brady Bonds may be viewed as speculative. Brady Bonds may be fully or partially collateralized or uncollateralized, are issued in various currencies (but primarily in U.S. dollars) and are actively traded in over-the-counter secondary markets. Brady Bonds with no or limited collateralization of interest or principal payment obligations have increased credit risk, and the holders of such bonds rely on the willingness and ability of the foreign government to make payments in accordance with the terms of such Brady Bonds. U.S. dollar-denominated collateralized Brady Bonds, which may be fixed rate bonds or floating rate bonds, generally are collateralized by Treasury zero coupon bonds having the same maturity as the Brady Bonds. One or more classes of securities ("structured securities") may be backed by, or represent interests in, Brady Bonds. The cash flow on the underlying instruments may be apportioned among the newly-issued structured securities to create securities with different investment characteristics such as varying maturities, payment priorities and interest rate provisions, and the extent of the payments made with respect to structured securities is dependent on the extent of the cash flow on the underlying instruments. See "Derivatives—Structured Securities" below.

Eurodollar and Yankee Dollar Investments. Eurodollar instruments are bonds of foreign corporate and government issuers that pay interest and principal in U.S. dollars generally held in banks outside the United States, primarily in Europe. Yankee Dollar instruments are U.S. dollar-denominated bonds typically issued in the United States by foreign governments and their agencies and foreign banks and corporations. Eurodollar Certificates of Deposit are U.S. dollar-denominated certificates of deposit issued by foreign branches of domestic banks; Eurodollar Time Deposits are U.S. dollar-denominated deposits in a foreign branch of a U.S. bank or in a foreign bank; and Yankee Certificates of Deposit are U.S. dollar-denominated certificates of deposit issued by a U.S. branch of a foreign bank and held in the United States. These investments involve risks that are different from investments in securities issued by U.S. issuers, including potential unfavorable political and economic developments, foreign withholding or other taxes, seizure of foreign deposits, currency controls, interest limitations or other governmental restrictions which might affect payment of principal or interest.

Investment Companies

The 1940 Act, subject to a fund's own more restrictive limitations, if applicable, limits a fund's investment in securities issued by registered and unregistered investment companies, including exchange-traded funds (discussed below), subject to certain exceptions (including those that apply for a Fund of Funds' investment in Underlying Funds), currently is limited to: (1) 3% of the total voting stock of any one investment company; (2) 5% of the fund's total assets with respect to any one investment company; and (3) 10% of the fund's total assets in the aggregate. As a shareholder of another investment company, a fund would bear, along with other shareholders, its pro rata portion of the other investment company's expenses, including advisory fees. These expenses would be in addition to the advisory fees and other expenses that the fund bears directly in connection with its own operations. A fund also may invest its uninvested cash reserves or cash it receives as collateral from borrowers of its portfolio securities in connection with the fund's securities lending program, in shares of one or more money market funds advised by the Manager. Such investments will not be subject to the limitations described above.

Private Investment Funds. As with investments in registered investment companies, if a fund invests in a private investment fund, such as a "hedge fund" or private equity fund, the fund will be charged its proportionate share of the advisory fees, including any incentive compensation and other operating expenses, of the private investment fund. These fees, which can be substantial, would be in addition to the advisory fees and other operating expenses incurred by the fund. In addition, private investment funds are not registered with the SEC and may not be registered with any other regulatory authority. Accordingly, they are not subject to certain regulatory requirements and oversight to which registered issuers are subject. There may be very little public information available about their investments and performance. Moreover, because sales of shares of private investment funds are generally restricted to certain qualified purchasers, such shares may be illiquid and it could be difficult for the fund to sell its shares at an advantageous price and time. Finally, because shares of private investment funds are not publicly traded, a fair value for the fund's investment in these companies typically will have to be determined under policies approved by the board.

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Exchange-Traded Funds (ETFs)

Most ETFs are designed to provide investment results that generally correspond to the price and yield performance of the component securities or commodities of a benchmark index. These may include S&P Depositary Receipts ("SPDRs"), DIAMONDS, Nasdaq-100 Index Tracking Stock (also referred to as "Nasdaq-100 Shares") and iShares exchange-traded funds ("iShares"), such as iShares Russell 2000 Growth Index Fund. ETFs usually are units of beneficial interest in an investment trust or represent undivided ownership interests in a portfolio of securities or commodities. For an ETF with a securities index benchmark, the ETF's portfolio typically consists of all or substantially all of the component securities of, and in substantially the same weighting as, the relevant benchmark index. The benchmark indexes of SPDRs, DIAMONDS and Nasdaq-100 Shares are the S&P 500 Stock Index, the Dow Jones Industrial Average and the Nasdaq-100 Index, respectively. The benchmark index for iShares varies, generally corresponding to the name of the particular iShares fund. ETFs are listed on an exchange and trade in the secondary market on a per-share basis.

The values of ETFs are subject to change as the values of their respective component securities or commodities fluctuate according to market volatility. Investments in ETFs that are designed to correspond to an index of securities involve certain inherent risks generally associated with investments in a portfolio of such securities, including the risk that the general level of securities prices may decline, thereby adversely affecting the value of ETFs invested in by a fund. Similarly, investments in ETFs that are designed to correspond to commodity returns involve certain inherent risks generally associated with investment in commodities. Moreover, investments in ETFs designed to correspond to indexes of securities may not exactly match the performance of a direct investment in the respective indexes to which they are intended to correspond due to the temporary unavailability of certain index securities in the secondary market or other extraordinary circumstances, such as discrepancies with respect to the weighting of securities.

Exchange-Traded Notes

Exchange-traded notes ("ETNs") are senior, unsecured, unsubordinated debt securities whose returns are linked to the performance of a particular market benchmark or strategy minus applicable fees. ETNs are traded on an exchange (e.g., the NYSE) during normal trading hours. However, investors can also hold the ETN until maturity. At maturity, the issuer pays to the investor a cash amount equal to the principal amount, subject to adjustment for the market benchmark or strategy factor.

ETNs do not make periodic coupon payments or provide principal protection. ETNs are subject to credit risk, and the value of the ETN may drop due to a downgrade in the issuer's credit rating, despite the underlying market benchmark or strategy remaining unchanged. The value of an ETN may also be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes in the issuer's credit rating and economic, legal, political or geographic events that affect the referenced underlying asset. When a fund invests in an ETN, it will bear its proportionate share of any fees and expenses borne by the ETN. These fees and expenses generally reduce the return realized at maturity or upon redemption from an investment in an ETN; therefore, the value of the index underlying the ETN must increase significantly in order for an investor in an ETN to receive at least the principal amount of the investment at maturity or upon redemption. A fund's decision to sell ETN holdings may be limited by the availability of a secondary market.

Derivatives

Depending on the fund, derivatives may be used for a variety of reasons, including to (1) hedge to seek to mitigate certain market, interest rate or currency risks; (2) to manage the maturity or the interest rate sensitivity (sometimes called duration) of fixed-income securities; (3) to provide a substitute for purchasing or selling particular securities to reduce portfolio turnover, to seek to obtain a particular desired return at a lower cost to a fund than if the fund had invested directly in an instrument yielding the desired return, such as when a fund "equitizes" available cash balances by using a derivative instrument to gain exposure to relevant equity investments or markets consistent with its investment objective and policies, or for other reasons; or (4) to seek to increase potential returns. Generally, a derivative is a financial contract whose value depends upon, or is derived from, the value of an underlying asset, reference rate or index, and may relate to stocks, bonds, interest rates, currencies or currency exchange rates and

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related indexes. Derivatives may provide a cheaper, quicker or more specifically focused way to invest than "traditional" securities would. Examples of derivative instruments include options contracts, futures contracts, options on futures contracts, forward contracts, swap agreements, credit derivatives, structured securities and participatory notes. Whether or not a fund may use some or all of these derivatives varies by fund. In addition, a fund's portfolio managers may decide not to employ some or all of these strategies, and there is no assurance that any derivatives strategy used by the fund will succeed.

Derivatives can be volatile and involve various types and degrees of risk, depending upon the characteristics of the particular derivative and the portfolio as a whole. Derivatives permit a fund to increase or decrease the level of risk, or change the character of the risk, to which its portfolio is exposed in much the same way as the fund can increase or decrease the level of risk, or change the character of the risk, of its portfolio by making investments in specific securities. However, derivatives may entail investment exposures that are greater than their cost would suggest, meaning that a small investment in derivatives could have a large potential impact on the fund's performance. Derivatives involve greater risks than if a fund had invested in the reference obligation directly.

An investment in derivatives at inopportune times or when market conditions are judged incorrectly may lower return or result in a loss. A fund could experience losses if its derivatives were poorly correlated with underlying instruments or the fund's other investments or if the fund were unable to liquidate its position because of an illiquid secondary market. The market for many derivatives is, or suddenly can become, illiquid. Changes in liquidity may result in significant, rapid and unpredictable changes in the prices for derivatives.

Derivatives may be purchased on established exchanges or through privately negotiated transactions referred to as over-the-counter derivatives. Exchange-traded derivatives, primarily futures contracts and options, generally are guaranteed by the clearing agency that is the issuer or counterparty to such derivatives. This guarantee usually is supported by a variation margin payment system operated by the clearing agency in order to reduce overall credit risk. As a result, unless the clearing agency defaults, there is relatively little counterparty credit risk associated with derivatives purchased on an exchange. In contrast, no clearing agency guarantees over-the-counter derivatives. Therefore, each party to an over-the-counter derivative bears the risk that the counterparty will default. Accordingly, the Adviser will consider the creditworthiness of counterparties to over-the-counter derivatives in the same manner as it would review the credit quality of a security to be purchased by a fund. Over-the-counter derivatives are less liquid than exchange-traded derivatives since the other party to the transaction may be the only investor with sufficient understanding of the derivative to be interested in bidding for it. Derivatives that are considered illiquid will be subject to a fund's limit on illiquid investments.

Some derivatives may involve leverage (e.g., an instrument linked to the value of a securities index may return income calculated as a multiple of the price movement of the underlying index). This economic leverage will increase the volatility of these instruments as they may increase or decrease in value more quickly than the underlying security, index, futures contract, currency or other economic variable. Pursuant to regulations and/or published positions of the SEC, a fund may be required to segregate permissible liquid assets, or engage in other measures approved by the SEC or its staff, to "cover" the fund's obligations relating to its transactions in derivatives. For example, in the case of futures contracts or forward contracts that are not contractually required to cash settle, a fund must set aside liquid assets equal to such contracts' full notional value (generally, the total numerical value of the asset underlying a future or forward contract at the time of valuation) while the positions are open. With respect to futures contracts or forward contracts that are contractually required to cash settle, however, a fund is permitted to set aside liquid assets in an amount equal to the fund's daily marked-to-market net obligation (i.e., the fund's daily net liability) under the contracts, if any, rather than such contracts' full notional value. By setting aside assets equal to only its net obligations under cash-settled derivatives, a fund may employ leverage to a greater extent than if the fund were required to segregate assets equal to the full notional value of such contracts. Requirements to maintain cover might impair a fund's ability to sell a portfolio security, meet redemption requests or other current obligations, or make an investment at a time when it would otherwise be favorable to do so, or require that the fund sell a portfolio security at a disadvantageous time.

Successful use of certain derivatives may be a highly specialized activity that requires skills that may be different than the skills associated with ordinary portfolio securities transactions. If the Adviser is incorrect in its forecasts of market factors, or a counterparty defaults, investment performance would diminish compared with what it would have been if derivatives were not used. Successful use of derivatives by a fund also is subject to the Adviser's

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ability to predict correctly movements in the direction of the relevant market and, to the extent the transaction is entered into for hedging purposes, to ascertain the appropriate correlation between the securities or position being hedged and the price movements of the corresponding derivative position. For example, if a fund enters into a derivative position to hedge against the possibility of a decline in the market value of securities held in its portfolio and the prices of such securities instead increase, the fund will lose part or all of the benefit of the increased value of securities which it has hedged because it will have offsetting losses in the derivative position.

Options and futures contracts prices can diverge from the prices of their underlying instruments. Options and futures contracts prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect the prices of the underlying instruments in the same way. Imperfect correlation may also result from differing levels of demand in the options and futures markets and the securities markets, from structural differences in how options and futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may purchase or sell options and futures contracts with a greater or lesser value than any securities it wishes to hedge or intends to purchase in order to attempt to compensate for differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a fund's options or futures positions used for hedging purposes are poorly correlated with the investments the fund is attempting to hedge, the options or futures positions may fail to produce anticipated gains or result in losses that are not offset by gains in other investments.

The funds, except the CPO Funds, have claimed exclusions from the definition of the term "commodity pool operator" under the CEA and, therefore, are not subject to registration or regulation as a CPO under the CEA. The Manager has been registered as a "commodity trading adviser" and "commodity pool operator" with the National Futures Association since December 19, 2012 and January 1, 2013, respectively.

As a result of recent amendments by the CFTC to its rules, certain funds may be limited in their ability to use commodity futures or options thereon, engage in certain swap transactions or make certain other investments (collectively, "commodity interests") if the funds continue to claim the exclusion from the definition of CPO. Under the amendments, in order to be eligible to continue to claim this exclusion, if a fund uses commodity interests other than for bona fide hedging purposes (as defined by the CFTC) the aggregate initial margin and premiums required to establish these positions (after taking into account unrealized profits and unrealized losses on any such positions and excluding the amount by which options are "in-the-money" at the time of purchase) may not exceed 5% of the fund's NAV, or, alternatively, the aggregate net notional value of those positions, as determined at the time the most recent position was established, may not exceed 100% of the fund's NAV (after taking into account unrealized profits and unrealized losses on any such positions). In addition to meeting one of the foregoing trading limitations, a fund may not market itself as a commodity pool or otherwise as a vehicle for trading in the commodity futures, commodity options or swaps markets. Even if a fund's direct use of commodity interests complies with the trading limitations described above, the fund may have indirect exposure to commodity interests in excess of such limitations. Such exposure may result from the fund's investment in other investment vehicles, including investment companies that are not managed by the Manager or one of its affiliates, certain securitized vehicles that may invest in commodity interests and/or non-equity REITs that may invest in commodity interests (collectively, "underlying funds"). Because the Manager may have limited or no information as to the commodity interests in which an underlying fund invests at any given time, the CFTC has issued temporary no-action relief permitting registered investment companies, such as the funds, to continue to rely on the exclusion from the definition of CPO. The Manager, on behalf of the funds, has filed the required notice to claim this no-action relief. In order to rely on the temporary no-action relief, the Manager must meet certain conditions and the funds must otherwise comply with the trading and market restrictions described above with respect to their direct investments in commodity interests.

If a fund were to invest in commodity interests in excess of the trading limitations discussed above and/or market itself as a vehicle for trading in the commodity futures, commodity options or swaps markets, the fund would withdraw its exclusion from the definition of CPO and the Manager would become subject to regulation as a CPO with respect to that fund. In addition, the fund's disclosure documents and operations would need to comply with all applicable CFTC regulations, in addition to all applicable SEC regulations. Compliance with these additional regulatory requirements may increase fund expenses.

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The CPO Funds no longer claim exclusions from the definition of CPO and, as a result, are not subject to the trading and marketing limitations discussed above with respect to their use of commodity interests. In accordance with CFTC guidance, the Manager, and not the CPO Funds, has registered as a CPO with the National Futures Association and will operate the CPO Funds in compliance with applicable CFTC regulations, in addition to all applicable SEC regulations. On February 24, 2012, the CFTC proposed amendments to its regulations regarding the recordkeeping, reporting and disclosure requirements applicable to registered investment companies, such as the CPO Funds, in order to "harmonize" those CFTC regulations with certain SEC regulations (the "Harmonization Proposal"). The Manager and the CPO Funds will be subject to the CFTC's recordkeeping, reporting and disclosure requirements within 60 days following the effectiveness of final CFTC rule amendments implementing the Harmonization Proposal. As the Harmonization Proposal has not yet been finalized by the CFTC, the ability of the Manager and the CPO Funds to comply with those requirements, and the resulting impact on fund expenses, is uncertain. The Manager and the CPO Funds are continuing to analyze the potential effects of the Harmonization Proposal and, depending on the final CFTC regulations, may take various actions including restricting the type and use of commodity interests by the CPO Funds, to permit the CPO Funds to reclaim exclusions from the definition of CPO and avoid regulation by the CFTC.

It is possible that developments in the derivatives markets, including potential government regulation, could adversely affect the ability to terminate existing derivatives positions or to realize amounts to be received in such transactions.

Futures Transactions. A futures contract is an agreement between two parties to buy and sell a security or other asset for a set price on a future date. When a fund sells a futures contract, it incurs an obligation to deliver a specified amount of the obligation underlying the futures contract at a specified time in the future for an agreed upon price. With respect to index futures, no physical transfer of the securities underlying the index is made. Rather, the parties settle by exchanging in cash an amount based on the difference between the contract price and the closing value of the index on the settlement date. An option on a futures contract gives the holder of the option the right to buy from or sell to the writer of the option a position in a futures contract at a specified price on or before a specified expiration date. When a fund writes an option on a futures contract, it becomes obligated, in return for the premium paid, to assume a position in a futures contract at a specified exercise price at any time during the term of the option. If the fund has written a call option, it assumes a short futures position. If the fund has written a put option, it assumes a long futures position. When a fund purchases an option on a futures contract, it acquires the right, in return for the premium it pays, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put). The purchase of futures or call options on futures can serve as a long hedge, and the sale of futures or the purchase of put options on futures can serve as a short hedge. Writing call options on futures contracts can serve as a limited short hedge, using a strategy similar to that used for writing call options on securities or indexes. Similarly, writing put options on futures contracts can serve as a limited long hedge.

Futures contracts are traded on exchanges, so that, in most cases, either party can close out its position on the exchange for cash, without delivering the security or other asset. Although some futures contracts call for making or taking delivery of the underlying securities or other asset, generally these obligations are closed out before delivery by offsetting purchases or sales of matching futures contracts (same exchange, underlying asset, and delivery month). Closing out a futures contract sale is effected by purchasing a futures contract for the same aggregate amount of the specific type of financial instrument with the same delivery date. If an offsetting purchase price is less than the original sale price, a fund realizes a capital gain, or if it is more, a fund realizes a capital loss. Conversely, if an offsetting sale price is more than the original purchase price, a fund realizes a capital gain, or if it is less, a fund realizes a capital loss. Transaction costs also are included in these calculations.

Engaging in these transactions involves risk of loss to a fund which could adversely affect the value of the fund's net assets. No assurance can be given that a liquid market will exist for any particular contract at any particular time. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified periods during the trading day. Futures contract prices could move to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially leading to substantial losses.

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A fund may engage in futures transactions in foreign markets to the extent consistent with applicable law and the fund's ability to invest in foreign securities. Foreign futures markets may offer advantages such as trading opportunities or arbitrage possibilities not available in the United States. Foreign markets, however, may have greater risk potential than domestic markets. For example, some foreign exchanges are principal markets so that no common clearing facility exists and an investor may look only to the broker for performance of the contract. In addition, any profits that a fund might realize in trading could be eliminated by adverse changes in the currency exchange rate, or the fund could incur losses as a result of those changes.

Futures contracts and options on futures contracts include those with respect to securities, securities indexes, interest rates and foreign currencies and Eurodollar contracts, to the extent a fund can invest in the underlying reference security, instrument or asset.

Security Futures Contract. A security future obligates a fund to purchase or sell an amount of a specific security at a future date at a specific price.

Index Futures Contract. An index future obligates a fund to pay or receive an amount of cash based upon the change in value of the index based on the prices of the securities that comprise the index.

Interest Rate Futures Contract. An interest rate future obligates a fund to purchase or sell an amount of a specific debt security at a future date at a specific price (or, in some cases, to settle an equivalent amount in cash).

Foreign Currency Futures Contract. A foreign currency future obligates a fund to purchase or sell an amount of a specific currency at a future date at a specific price.

Eurodollar Contracts. A Eurodollar contract is a U.S. dollar-denominated futures contract or option thereon which is linked to the LIBOR, although foreign currency-denominated instruments are available from time to time. Eurodollar futures contracts enable purchasers to obtain a fixed rate for the lending of funds and sellers to obtain a fixed rate for borrowings. Certain funds might use Eurodollar futures contracts and options thereon to hedge against changes in LIBOR, to which many interest rate swaps and fixed-income instruments are linked.

Options. A call option gives the purchaser of the option the right to buy, and obligates the writer to sell, the underlying security, securities or other asset at the exercise price at any time during the option period, or at a specific date. Conversely, a put option gives the purchaser of the option the right to sell, and obligates the writer to buy, the underlying security, securities or other asset at the exercise price at any time during the option period, or at a specific date. A fund receives a premium from writing an option which it retains whether or not the option is exercised.

A covered call option written by a fund is a call option with respect to which the fund owns the underlying security or otherwise covers the transaction such as by segregating permissible liquid assets. The principal reason for writing covered call options is to realize, through the receipt of premiums, a greater return than would be realized on the underlying securities alone.

Options may be traded on U.S. or, to the extent a fund may invest in foreign securities, foreign securities exchanges or in the over-the-counter market. There is no assurance that sufficient trading interest to create a liquid secondary market on a securities exchange will exist for any particular option or at any particular time, and for some options no such secondary market may exist. A liquid secondary market in an option may cease to exist for a variety of reasons. In the past, for example, higher than anticipated trading activity or order flow, or other unforeseen events, at times have rendered certain of the clearing facilities inadequate and resulted in the institution of special procedures, such as trading rotations, restrictions on certain types of orders or trading halts or suspensions in one or more options. There can be no assurance that similar events, or events that may otherwise interfere with the timely execution of customers' orders, will not recur. In such event, it might not be possible to effect closing transactions in particular options. If, as a covered call option writer, a fund is unable to effect a closing purchase transaction in a secondary market, it will not be able to sell the underlying security until the option expires or it delivers the underlying security upon exercise or it otherwise covers its position.

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Purchases or sales of options on exchanges owned by The NASDAQ OMX Group, Inc. may result, indirectly, in a portion of the transaction and other fees assessed on options trading being paid to The Bank of New York Mellon, an affiliate of the Manager, as the result of an arrangement between The NASDAQ OMX Group, Inc. and The Bank of New York Mellon.

Call and put options in which a fund may invest include the following, in each case, to the extent that a fund can invest in such securities or instruments (or securities underlying an index, in the case of options on securities indexes).

Options on Securities. Call and put options on specific securities (or groups or "baskets" of specific securities), including equity securities (including convertible securities), U.S. Government securities, municipal securities, mortgage-related securities, asset-backed securities, foreign sovereign debt, corporate debt securities or Eurodollar instruments, convey the right to buy or sell, respectively, the underlying securities at prices which are expected to be lower or higher than the current market prices of the securities at the time the options are exercised.

Options on Securities Indexes. An option on an index is similar to an option in respect of specific securities, except that settlement does not occur by delivery of the securities comprising the index. Instead, the option holder receives an amount of cash if the closing level of the index upon which the option is based is greater in the case of a call, or less, in the case of a put, than the exercise price of the option. Thus, the effectiveness of purchasing or writing index options will depend upon price movements in the level of the index rather than the price of a particular security.

Foreign Currency Options. Call and put options on foreign currency convey the right to buy or sell the underlying currency at a price which is expected to be lower or higher than the spot price of the currency at the time the option is exercised or expires.

Swap Transactions. Swap agreements involve the exchange by a fund with another party of their respective commitments to pay or receive payments at specified dates based upon or calculated by reference to changes in specified prices or rates (e.g., interest rates in the case of interest rate swaps) based on a specified amount (the "notional") amount. Some swaps are, and more in the future will be, centrally cleared. Swaps that are centrally cleared are subject to the creditworthiness of the clearing organizations involved in the transaction. For example, a fund could lose margin payments it has deposited with a clearing organization as well as the net amount of gains not yet paid by the clearing organization if the clearing organization breaches its agreement with the fund or becomes insolvent or goes into bankruptcy. In the event of bankruptcy of the clearing organization, the fund may be entitled to the net amount of gains the fund is entitled to receive plus the return of margin owed to it only in proportion to the amount received by the clearing organization's other customers, potentially resulting in losses to the fund. Swap agreements also may be two party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year.

Swap agreements will tend to shift investment exposure from one type of investment to another. For example, if a fund agreed to exchange payments in U.S. dollars for payments in a foreign currency, the swap agreement would tend to decrease the fund's exposure to U.S. interest rates and increase its exposure to foreign currency and interest rates. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a fund's investments and its share price and yield.

Most swap agreements entered into are cash settled and calculate the obligations of the parties to the agreement on a "net basis." Thus, a fund's current obligations (or rights) under a swap agreement generally will be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the "net amount"). A fund's current obligations under a swap agreement will be accrued daily (offset against any amounts owed to the fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the segregation of permissible liquid assets of the fund. A fund will enter into swap agreements only with counterparties that meet certain standards of creditworthiness (generally, such counterparties would have to be eligible counterparties under the terms of the Manager's repurchase agreement guidelines).

A swap option is a contract (sometimes called "swaptions") that gives a counterparty the right (but not the obligation) in return for payment of a premium, to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. A cash-settled option on a swap gives the purchaser the right, in return for the premium paid, to receive an amount of cash equal to

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the value of the underlying swap as of the exercise date. These options typically are entered into with institutions, including securities brokerage firms. Depending on the terms of the particular option agreement, a fund generally will incur a greater degree of risk when it writes a swap option than it will incur when it purchases a swap option. When a fund purchases a swap option, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However, when a fund writes a swap option, upon exercise of the option the fund will become obligated according to the terms of the underlying agreement.

The swaps market has been an evolving and largely unregulated market. It is possible that developments in the swaps market, including new regulatory requirements, could limit or prevent a fund's ability to utilize swap agreements or options on swaps as part of its investment strategy, terminate existing swap agreements or realize amounts to be received under such agreements, which could negatively affect the fund. As discussed above, some swaps currently are, and more in the future will be, centrally cleared, which affects how swaps are transacted. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted on July 21, 2010 (the "Dodd-Frank Act"), has resulted in new clearing and exchange-trading requirements for swaps and other over-the-counter derivatives. The Dodd-Frank Act also requires the CFTC and/or the SEC, in consultation with banking regulators, to establish capital requirements for swap dealers and major swap participants as well as requirements for margin on uncleared derivatives, including swaps, in certain circumstances that will be clarified by rules proposed by the CFTC and/or the SEC. In addition, the CFTC and the SEC are reviewing the current regulatory requirements applicable to derivatives, including swaps, and it is not certain at this time how the regulators may change these requirements. For example, some legislative and regulatory proposals would impose limits on the maximum position that could be held by a single trader in certain contracts and would subject certain derivatives transactions to new forms of regulation that could create barriers to certain types of investment activity. Other provisions would expand entity registration requirements; impose business conduct, reporting and disclosure requirements on dealers, recordkeeping on counterparties such as the funds; and require banks to move some derivatives trading units to a non-guaranteed (but capitalized) affiliate separate from the deposit-taking bank or divest them altogether. While some provisions of the Dodd-Frank Act have either already been implemented through rulemaking by the CFTC and/or the SEC or must be implemented through future rulemaking by those and other federal agencies, and any regulatory or legislative activity may not necessarily have a direct, immediate effect upon the funds, it is possible that, when compliance with these rules is required, they could potentially limit or completely restrict the ability of a fund to use certain derivatives as a part of its investment strategy, increase the cost of entering into derivatives transactions or require more assets of the fund to be used for collateral in support of those derivatives than is currently the case. Limits or restrictions applicable to the counterparties with which a fund engages in derivative transactions also could prevent the funds from using derivatives or affect the pricing or other factors relating to these transactions, or may change the availability of certain derivatives.

Specific swap agreements (and options thereon) include currency swaps; index swaps; interest rate swaps (including interest rate locks, caps, floors and collars); credit default swaps; and total return swaps (including equity swaps), in each case, to the extent that a fund can invest in the underlying reference security, instrument or asset (or fixed-income securities, in the case of interest rate swaps, or securities underlying an index, in the case of index swaps).

Currency Swap Transactions. A currency swap agreement involves the exchange of principal and interest in one currency for the same in another currency.

Index Swap Transactions. An index swap agreement involves the exchange of cash flows associated with a securities or other index.

Interest Rate Swap Transactions. An interest rate swap agreement involves the exchange of cash flows based on interest rate specifications and a specified principal amount, often a fixed payment for a floating payment that is linked to an interest rate.

An interest rate lock transaction (which may also be known as a forward rate agreement) is a contract between two parties to make or receive a payment at a future date determined on the basis of a specified interest rate or yield of a particular security (the "contracted interest rate") over a predetermined time period, with respect to a stated notional amount. These transactions typically are entered as a hedge against interest rate changes. One party to the contract locks in the contracted interest rate to seek to protect against an interest rate increase, while the other party seeks to

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protect against a possible interest rate decline. The payment at maturity is determined by the difference between the contracted interest rate and the then-current market interest rate.

In an interest rate cap one party receives payments at the end of each period in which a specified interest rate on a specified principal amount exceeds an agreed rate; conversely, in an interest rate floor one party may receive payments if a specified interest rate on a specified principal amount falls below an agreed rate. Caps and floors have an effect similar to buying or writing options. Interest rate collars involve selling a cap and purchasing a floor, or vice versa, to protect a fund against interest rate movements exceeding given minimum or maximum levels.

Credit Default Swap Transactions. Credit default swap agreements and similar agreements may have as reference obligations debt securities that are or are not currently held by a fund. The protection "buyer" in a credit default contract may be obligated to pay the protection "seller" an up front payment or a periodic stream of payments over the term of the contract provided generally that no credit event on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the "par value" (full notional value) of the swap in exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled.

Total Return Swap Transactions. In a total return swap agreement one party makes payments based on a set rate, either fixed or variable, while the other party makes payments based on the return of an underlying asset, which includes both the income it generates and any capital gains, and recovers any capital losses from the first party. The underlying reference asset of a total return swap may include an equity index, loans or bonds.

Credit Linked Securities. Credit linked securities are issued by a limited purpose trust or other vehicle that, in turn, invests in a derivative instrument or basket of derivative instruments, such as credit default swaps or interest rate swaps, to obtain exposure to certain fixed-income markets or to remain fully invested when more traditional income producing securities are not available. Like an investment in a bond, an investment in these credit linked securities represents the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the security. However, these payments are conditioned on the issuer's receipt of payments from, and the issuer's potential obligations to, the counterparties to certain derivative instruments entered into by the issuer of the credit linked security. For example, the issuer may sell one or more credit default swaps entitling the issuer to receive a stream of payments over the term of the swap agreements provided that no event of default has occurred with respect to the referenced debt obligation upon which the swap is based. If a default occurs, the stream of payments may stop and the issuer would be obligated to pay the counterparty the par (or other agreed upon value) of the referenced debt obligation.

Credit Derivatives. Credit derivative transactions include those involving default price risk derivatives and credit spread derivatives. Default price risk derivatives are linked to the price of reference securities or loans after a default by the issuer or borrower, respectively. Credit spread derivatives are based on the risk that changes in credit spreads and related market factors can cause a decline in the value of a security, loan or index. Credit derivatives may take the form of options, swaps, credit-linked notes and other over-the-counter instruments. The risk of loss in a credit derivative transaction varies with the form of the transaction. For example, if a fund purchases a default option on a security, and if no default occurs with respect to the security, the fund's loss is limited to the premium it paid for the default option. In contrast, if there is a default by the grantor of a default option, a fund's loss will include both the premium it paid for the option and the decline in value of any underlying security that the default option hedged (if the option was entered into for hedging purposes). If a fund is a buyer of credit protection in a credit default swap agreement and no credit event occurs, the fund recovers nothing if the swap is held through its termination date. However, if a credit event occurs, the fund may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value. As a seller of credit protection, a fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap, which typically is between six months and three years, provided that there is no credit event. If a credit event occurs, generally the seller must pay the buyer the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value. Unlike credit default swaps, credit-linked notes are funded balance sheet assets that offer synthetic credit exposure to a reference entity in a structure designed to resemble a synthetic corporate bond or loan. Credit-linked notes are frequently issued by special purpose vehicles that would hold some form of collateral securities financed through the issuance of notes or certificates to a fund. The fund receives a coupon and par redemption, provided there has been

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no credit event of the reference entity. The vehicle enters into a credit swap with a third party in which it sells default protection in return for a premium that subsidizes the coupon to compensate the fund for the reference entity default risk. A fund will enter into credit derivative transactions only with counterparties that meet certain standards of creditworthiness (generally, such counterparties would have to be eligible counterparties under the terms of the Manager's repurchase agreement guidelines).

Structured Securities and Hybrid Instruments

Structured Securities. Structured securities are securities whose cash flow characteristics depend upon one or more indexes or that have embedded forwards or options or securities where a fund's investment return and the issuer's payment obligations are contingent on, or highly sensitive to, changes in the value of underlying assets, indexes, interest rates or cash flows ("embedded index"). When a fund purchases a structured security, it will make a payment of principal to the counterparty. Some structured securities have a guaranteed repayment of principal while others place a portion (or all) of the principal at risk. Guarantees are subject to the risk of default by the counterparty or its credit provider. The terms of such structured securities normally provide that their principal and/or interest payments are to be adjusted upwards or downwards (but not ordinarily below zero) to reflect changes in the embedded index while the structured securities are outstanding. As a result, the interest and/or principal payments that may be made on a structured security may vary widely, depending upon a variety of factors, including the volatility of the embedded index and the effect of changes in the embedded index on principal and/or interest payments. The rate of return on structured securities may be determined by applying a multiplier to the performance or differential performance of the embedded index. Application of a multiplier involves leverage that will serve to magnify the potential for gain and the risk of loss. Structured securities may be issued in subordinated and unsubordinated classes, with subordinated classes typically having higher yields and greater risks than an unsubordinated class. Structured securities may not have an active trading market.

Hybrid Instruments. A hybrid instrument can combine the characteristics of securities, futures, and options. For example, the principal amount or interest rate of a hybrid instrument could be tied (positively or negatively) to the price of a benchmark, e.g., currency, securities index or another interest rate. The interest rate or the principal amount payable at maturity of a hybrid security may be increased or decreased, depending on changes in the value of the benchmark. Hybrids can be used as an efficient means of pursuing a variety of investment strategies, including currency hedging, duration management, and increased total return. Hybrids may not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate or floating rate of interest.

Participatory Notes. Participatory notes are issued by banks or broker-dealers and are designed to replicate the performance of certain securities or markets. Participatory notes are a type of equity-linked derivative which generally are traded over-the-counter. The performance results of participatory notes will not replicate exactly the performance of the securities or markets that the notes seek to replicate due to transaction costs and other expenses. Investments in participatory notes involve the same risks associated with a direct investment in the shares of the companies the notes seek to replicate. Participatory notes constitute general unsecured contractual obligations of the banks or broker-dealers that issue them, and a fund is relying on the creditworthiness of such banks or broker-dealers and has no rights under a participatory note against the issuers of the securities underlying such participatory notes.

Custodial Receipts. Custodial receipts, which may be underwritten by securities dealers or banks, represent the right to receive certain future principal and/or interest payments on a basket of securities which underlie the custodial receipts, or, in some cases, the payment obligation of a third party that has entered into an interest rate swap or other arrangement with the custodian. Underlying securities may include U.S. Government securities, municipal securities or other types of securities in which a fund may invest. A number of different arrangements are possible. In a typical custodial receipt arrangement, an issuer or a third party owner of securities deposits such securities obligations with a custodian in exchange for custodial receipts. These custodial receipts are typically sold in private

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placements and are designed to provide investors with pro rata ownership of a portfolio of underlying securities. For certain securities law purposes, custodial receipts may not be considered obligations of the underlying securities held by the custodian. As a holder of custodial receipts, a fund will bear its proportionate share of the fees and expenses charged to the custodial account. Although under the terms of a custodial receipt a fund typically would be authorized to assert its rights directly against the issuer of the underlying obligation, the fund could be required to assert through the custodian bank those rights as may exist against the underlying issuers. Thus, in the event an underlying issuer fails to pay principal and/or interest when due, the fund may be subject to delays, expenses and risks that are greater than those that would have been involved if the fund had purchased a direct obligation of the issuer. In addition, in the event that the custodial account in which the underlying securities have been deposited is determined to be an association taxable as a corporation, instead of a non-taxable entity, the yield on the underlying securities would be reduced in recognition of any taxes paid.

Certain custodial receipts may be synthetic or derivative instruments that have interest rates that reset inversely to changing short-term rates and/or have embedded interest rate floors and caps that require the issuer to pay an adjusted interest rate if market rates fall below or rise above a specified rate. Because some of these instruments represent relatively recent innovations, and the trading market for these instruments is less developed than the markets for more traditional types of instruments, it is uncertain how these instruments will perform under different economic and interest-rate scenarios. Also, because these instruments may be leveraged, their market values may be more volatile than other types of fixed-income instruments and may present greater potential for capital gain or loss. The possibility of default by an issuer or the issuer's credit provider may be greater for these derivative instruments than for other types of instruments.

Combined Transactions. Certain funds may enter into multiple transactions, including multiple options, futures, swap, currency and/or interest rate transactions, and any combination of options, futures, swaps, currency and/or interest rate transactions ("combined transactions"), instead of a single transaction, as part of a single or combined strategy when, in the opinion of the Adviser, it is in the best interests of the fund to do so. A combined transaction will usually contain elements of risk that are present in each of its component transactions. Although combined transactions are normally entered into based on the Adviser's judgment that the combined strategies will reduce risk or otherwise more effectively achieve the desired portfolio management goal, it is possible that the combination will instead increase such risks or hinder achievement of the portfolio management objective.

Future Developments. A fund may take advantage of opportunities in derivatives transactions which are not presently contemplated for use by the fund or which are not currently available but which may be developed, to the extent such opportunities are both consistent with the fund's investment objective and legally permissible for the fund. Before a fund enters into such transactions or makes any such investment, the fund will provide appropriate disclosure in its prospectus or this SAI.

Foreign Currency Transactions

Investments in foreign currencies, including investing directly in foreign currencies, holding financial instruments that provide exposure to foreign currencies, or investing in securities that trade in, or receive revenues in, foreign currencies, are subject to the risk that those currencies will decline in value relative to the U.S. dollar.

Depending on the fund, foreign currency transactions could be entered into for a variety of purposes, including: (1) to fix in U.S. dollars, between trade and settlement date, the value of a security a fund has agreed to buy or sell; (2) to hedge the U.S. dollar value of securities the fund already owns, particularly if it expects a decrease in the value of the currency in which the foreign security is denominated; or (3) to gain or reduce exposure to the foreign currency for investment purposes. Foreign currency transactions may involve, for example, a fund's purchase of foreign currencies for U.S. dollars or the maintenance of short positions in foreign currencies. A short position would involve the fund agreeing to exchange an amount of a currency it did not currently own for another currency at a future date in anticipation of a decline in the value of the currency sold relative to the currency the fund contracted to receive. A fund may engage in cross currency hedging against price movements between currencies, other than the U.S. dollar, caused by currency exchange rate fluctuations. In addition, a fund might seek to hedge against changes in the value of a particular currency when no derivative instruments on that currency are available or such derivative instruments are more expensive than certain other derivative instruments. In such cases, the fund may hedge against price movements in that currency by entering into transactions using derivative instruments on another

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currency or a basket of currencies, the values of which the Adviser believes will have a high degree of positive correlation to the value of the currency being hedged. The risk that movements in the price of the derivative instrument will not correlate perfectly with movements in the price of the currency being hedged is magnified when this strategy is used.

Currency hedging may substantially change a fund's exposure to changes in currency exchange rates and could result in losses if currencies do not perform as the Adviser anticipates. There is no assurance that a fund's currency hedging activities will be advantageous to the fund or that the Adviser will hedge at an appropriate time.

The cost of engaging in foreign currency exchange contracts for the purchase or sale of a specified currency at a specified future date ("forward contracts") varies with factors such as the currency involved, the length of the contract period and the market conditions then prevailing. Because forward contracts are usually entered into on a principal basis, no fees or commissions are involved. Generally, secondary markets do not exist for forward contracts, with the result that closing transactions can be made for forward contracts only by negotiating directly with the counterparty to the contract. As with other over-the-counter derivatives transactions, forward contracts are subject to the credit risk of the counterparty.

Currency exchange rates may fluctuate significantly over short periods of time. They generally are determined by the forces of supply and demand in the foreign exchange markets and the relative merits of investments in different countries, actual or perceived changes in interest rates and other complex factors, as seen from an international perspective. Currency exchange rates also can be affected unpredictably by intervention, or failure to intervene, by U.S. or foreign governments or central banks, or by currency controls or political developments in the United States or abroad.

The value of derivative instruments on foreign currencies depends on the value of the underlying currency relative to the U.S. dollar. Because foreign currency transactions occurring in the interbank market might involve substantially larger amounts than those involved in the use of foreign currency derivative instruments, a fund could be disadvantaged by having to deal in the odd lot market (generally consisting of transactions of less than $1 million) for the underlying foreign currencies at prices that are less favorable than for round lots.

There is no systematic reporting of last sale information for foreign currencies or any regulatory requirement that quotations available through dealers or other market sources be firm or revised on a timely basis. Quotation information generally is representative of very large transactions in the interbank market and thus might not reflect odd-lot transactions where rates might be less favorable. The interbank market in foreign currencies is a global, round-the-clock market.

Settlement of transactions involving foreign currencies might be required to take place within the country issuing the underlying currency. Thus, a fund might be required to accept or make delivery of the underlying foreign currency in accordance with any U.S. or foreign regulations regarding the maintenance of foreign banking arrangements by U.S. residents and might be required to pay any fees, taxes and charges associated with such delivery assessed in the issuing country.

Commodities

Commodities are assets that have tangible properties, such as oil, metals, livestock or agricultural products. Historically, commodity investments have had a relatively high correlation with changes in inflation and a relatively low correlation to stock and bond returns. Commodity-related instruments provide exposure, which may include long and/or short exposure, to the investment returns of physical commodities that trade in commodities markets, without investing directly in physical commodities. A fund may invest in commodity-related securities and other instruments, such as certain ETFs, that derive value from the price movement of commodities, or some other readily measurable economic variable dependent upon changes in the value of commodities or the commodities markets. However, the ability of a fund to invest directly in commodities and certain commodity-related securities and other instruments is subject to significant limitations in order to enable the fund to maintain its status as a regulated investment company under the Code.

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The value of commodity-related instruments may be affected by changes in overall market movements, volatility of the underlying benchmark, changes in interest rates or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, acts of terrorism, embargoes, tariffs and international economic, political and regulatory developments. The value of commodity-related instruments will rise or fall in response to changes in the underlying commodity or related index. Investments in commodity-related instruments may be subject to greater volatility than non-commodity based investments. A liquid secondary market may not exist for certain commodity-related instruments, and there can be no assurance that one will develop. Commodity-related instruments also are subject to credit and interest rate risks that in general affect the values of debt securities.

Short-Selling

In these transactions, a fund sells a security it does not own in anticipation of a decline in the market value of the security. A fund may make short sales to hedge positions, for duration and risk management, to maintain portfolio flexibility or to seek to enhance returns. To complete a short sale transaction, a fund must borrow the security to make delivery to the buyer. The fund is obligated to replace the security borrowed by purchasing it subsequently at the market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by the fund, which would result in a loss or gain, respectively. In certain cases, purchasing a security to cover a short position can itself cause the price of the security to rise, thereby exacerbating any loss, especially in an environment where others are taking the same actions. A fund also may make short sales "against the box," in which the fund enters into a short sale of a security it owns or has the immediate and unconditional right to acquire at no additional cost at the time of the sale.

Until a fund closes its short position or replaces the borrowed security, the fund will: (1) segregate permissible liquid assets in an amount that, together with the amount provided as collateral, always equals the current value of the security sold short; or (2) otherwise cover its short position through offsetting positions.

Lending Portfolio Securities

Fund portfolio securities may be lent to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions. In connection with such loans, a fund would remain the owner of the loaned securities and continue to be entitled to payments in amounts equal to the interest, dividends or other distributions payable on the loaned securities. A fund also has the right to terminate a loan at any time. Any voting rights that accompany the loaned securities generally pass to the borrower of the securities, but the fund retains the right to recall a security and may then exercise the security's voting rights. In order to vote the proxies of securities out on loan, the securities must be recalled prior to the established record date. A fund may recall the loan to vote proxies if a material issue affecting the fund's investment is to be voted upon. Subject to a fund's own more restrictive limitations, if applicable, an investment company is limited in the amount of portfolio securities it may loan to 33-1/3% of its total assets (including the value of all assets received as collateral for the loan). A fund will receive collateral consisting of cash or cash equivalents or, to the extent a permissible investment for the fund, U.S. Government securities or irrevocable letters of credit, which will be maintained at all times in an amount equal to at least 100% of the current market value of the loaned securities. If the collateral consists of a letter of credit or securities, the borrower will pay the fund a loan premium fee. If the collateral consists of cash, the fund will reinvest the cash and pay the borrower a pre-negotiated fee or "rebate" from any return earned on the investment. A fund may participate in a securities lending program operated by the Lending Agent. The Lending Agent will receive a percentage of the total earnings of the fund derived from lending its portfolio securities. Should the borrower of the securities fail financially, the fund may experience delays in recovering the loaned securities or exercising its rights in the collateral. Loans are made only to borrowers that are deemed by the Adviser to be of good financial standing. In a loan transaction, a fund will also bear the risk of any decline in value of securities acquired with cash collateral. A fund will minimize this risk by limiting the investment of cash collateral to money market funds advised by the Manager, repurchase agreements or other high quality instruments with short maturities, in each case to the extent it is a permissible investment for the fund.

Borrowing Money

The 1940 Act, subject to a fund's own more restrictive limitations, if applicable, permits an investment company to borrow in an amount up to 33-1/3% of the value of its total assets. Such borrowings may be for temporary or

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emergency purposes or for leveraging. If borrowings are for temporary or emergency (not leveraging) purposes, when such borrowings exceed 5% of the value of a fund's total assets the fund will not make any additional investments.

Borrowing Money for Leverage. Leveraging (buying securities using borrowed money) exaggerates the effect on NAV of any increase or decrease in the market value of a fund's investments. These borrowings will be subject to interest costs which may or may not be recovered by appreciation of the securities purchased; in certain cases, interest costs may exceed the return received on the securities purchased. For borrowings for investment purposes, the 1940 Act requires a fund to maintain continuous asset coverage (total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed. If the required coverage should decline as a result of market fluctuations or other reasons, the fund may be required to sell some of its portfolio securities within three days to reduce the amount of its borrowings and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at that time. A fund also may be required to maintain minimum average balances in connection with such borrowing or pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate.

Reverse Repurchase Agreements. Reverse repurchase agreements may be entered into with banks, broker/dealers or other financial institutions. This form of borrowing involves the transfer by a fund of an underlying debt instrument in return for cash proceeds based on a percentage of the value of the security. The fund retains the right to receive interest and principal payments on the security. At an agreed upon future date, the fund repurchases the security at principal plus accrued interest. As a result of these transactions, the fund is exposed to greater potential fluctuations in the value of its assets and its NAV per share. These borrowings will be subject to interest costs which may or may not be recovered by appreciation of the securities purchased; in certain cases, interest costs may exceed the return received on the securities purchased. To the extent a fund enters into a reverse repurchase agreement, the fund will segregate permissible liquid assets at least equal to the aggregate amount of its reverse repurchase obligations, plus accrued interest, in certain cases, in accordance with SEC guidance. The SEC views reverse repurchase transactions as collateralized borrowings by a fund.

Forward Commitments. The purchase or sale of securities on a forward commitment (including "TBA" (to be announced)), when-issued or delayed-delivery basis, means delivery and payment take place at a future date at a predetermined price and/or yield. Typically, no interest accrues to the purchaser until the security is delivered. When purchasing a security on a forward commitment basis, a fund assumes the risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its NAV. Purchasing securities on a forward commitment, when-issued or delayed-delivery basis can involve the additional risk that the yield available in the market when the delivery takes place actually may be higher than that obtained in the transaction itself. The sale of securities on a forward commitment or delayed-delivery basis involves the risk that the prices available in the market on the delivery date may be greater than those obtained in the sale transaction.

Debt securities purchased on a forward commitment, when-issued or delayed-delivery basis are subject to changes in value based upon the perception of the creditworthiness of the issuer and changes, real or anticipated, in the level of interest rates (i.e., appreciating when interest rates decline and depreciating when interest rates rise). Securities purchased on a forward commitment, when-issued or delayed-delivery basis may expose a fund to risks because they may experience declines in value prior to their actual delivery. A fund will make commitments to purchase such securities only with the intention of actually acquiring the securities, but the fund may sell these securities or dispose of the commitment before the settlement date if it is deemed advisable as a matter of investment strategy. A fund would engage in forward commitments to increase its portfolio's financial exposure to the types of securities in which it invests. If the fund is fully or almost fully invested when forward commitment purchases are outstanding, such purchases may result in a form of leverage. Leveraging the portfolio in this manner will increase the fund's exposure to changes in interest rates and may result in greater potential fluctuation in the value of the fund's net assets and its NAV per share. A fund will segregate permissible liquid assets at least equal at all times to the amount of the fund's purchase commitments.

Forward Roll Transactions. In a forward roll transaction, a fund sells a security, such as a mortgage-related security, to a bank, broker-dealer or other financial institution and simultaneously agrees to purchase a similar security from the institution at a later date at an agreed upon price. During the period between the sale and purchase, the fund will

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not be entitled to receive interest and principal payments on the securities sold by the fund. Proceeds of the sale typically will be invested in short-term instruments, particularly repurchase agreements, and the income from these investments, together with any additional fee income received on the sale, will be expected to generate income for the fund exceeding the yield on the securities sold. Forward roll transactions involve the risk that the market value of the securities sold by the fund may decline below the purchase price of those securities. A fund will segregate permissible liquid assets at least equal to the amount of the repurchase price (including accrued interest).

In a mortgage "dollar roll" transaction, a fund sells mortgage-related securities for delivery in the current month and simultaneously contracts to purchase substantially similar securities on a specified future date. The mortgage-related securities that are purchased will be of the same type and will have the same interest rate as those securities sold, but generally will be supported by different pools of mortgages with different prepayment histories than those sold. A fund forgoes principal and interest paid during the roll period on the securities sold in a dollar roll, but the fund is compensated by the difference between the current sales price and the lower prices of the future purchase, as well as by any interest earned on the proceeds of the securities sold. The dollar rolls entered into by a fund normally will be "covered." A covered roll is a specific type of dollar roll for which there is an offsetting cash position or a cash equivalent security position that matures on or before the forward settlement date of the related dollar roll transaction. Covered rolls are not treated as borrowings or other senior securities and will be excluded from the calculation of a fund's borrowings.

Illiquid Securities

Illiquid Securities Generally. The 1940 Act, subject to a fund's own more restrictive limitations, if applicable, limits funds other than money market funds to 15% of net assets in illiquid securities. Illiquid securities, which are securities that cannot be sold or disposed of in the ordinary course of business within seven days at approximately the value ascribed to them by a fund, may include securities that are not readily marketable, such as securities that are subject to legal or contractual restrictions on resale that do not have readily available market quotations, repurchase agreements providing for settlement in more than seven days after notice and certain privately negotiated derivatives transactions and securities used to cover such derivatives transactions. As to these securities, there is a risk that, should a fund desire to sell them, a ready buyer will not be available at a price the fund deems representative of their value, which could adversely affect the value of a fund's net assets.

Section 4(2) Paper and Rule 144A Securities. "Section 4(2) paper" consists of commercial obligations issued in reliance on the so-called "private placement" exemption from registration afforded by Section 4(2) of the Securities Act. Section 4(2) paper is restricted as to disposition under the federal securities laws, and generally is sold to institutional investors that agree that they are purchasing the paper for investment and not with a view to public distribution. Any resale by the purchaser must be pursuant to registration or an exemption therefrom. Section 4(2) paper normally is resold to other institutional investors through or with the assistance of the issuer or investment dealers who make a market in the Section 4(2) paper, thus providing liquidity. "Rule 144A securities" are securities that are not registered under the Securities Act but that can be sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act. Rule 144A securities generally must be sold to other qualified institutional buyers. If a particular investment in Section 4(2) paper or Rule 144A securities is not determined to be liquid, that investment will be included within the percentage limitation on investment in illiquid securities. Investing in Rule 144A securities could have the effect of increasing the level of fund illiquidity to the extent that qualified institutional buyers become, for a time, uninterested in purchasing these securities from a fund or other holders. Liquidity determinations with respect to Section 4(2) paper and Rule 144A securities will be made by the fund's board or by the Adviser pursuant to guidelines established by the board. The fund's board or the Adviser will consider availability of reliable price information and other relevant information in making such determinations.

Non-Diversified Status

A fund's classification as a "non-diversified" investment company means that the proportion of the fund's assets that may be invested in the securities of a single issuer is not limited by the 1940 Act. The 1940 Act generally requires a "diversified" investment company, with respect to 75% of its total assets, to invest not more than 5% of such assets in securities of a single issuer. Since a relatively high percentage of a fund's assets may be invested in the securities of a limited number of issuers or industries, the fund may be more sensitive to changes in the market value of a single issuer or industry. However, to meet federal tax requirements, at the close of each quarter a fund may not

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have more than 25% of its total assets invested in any one issuer and, with respect to 50% of its total assets, not more than 5% of its total assets invested in any one issuer. These limitations do not apply to U.S. Government securities or investments in certain other investment companies.

Investments in the Technology Sector

The technology sector has been among the most volatile sectors of the stock market. Many technology companies involve greater risks because their revenues and earnings tend to be less predictable (and some companies may be experiencing significant losses) and their share prices tend to be more volatile. Certain technology companies may have limited product lines, markets or financial resources, or may depend on a limited management group. In addition, these companies are strongly affected by worldwide technological developments, and their products and services may not be economically successful or may quickly become outdated. Investor perception may play a greater role in determining the day-to-day value of technology stocks than it does in other sectors. Investments made in anticipation of future products and services may decline dramatically in value if the anticipated products or services are delayed or cancelled.

Investments in the Real Estate Sector

An investment in securities of real estate companies may be susceptible to adverse economic or regulatory occurrences affecting that sector. An investment in real estate companies, while not an investment in real estate directly, involves risks associated with the direct ownership of real estate. These risks include: declines in the value of real estate; risks related to general and local economic conditions; possible lack of availability of mortgage funds; overbuilding; extended vacancies of properties; increased competition; increases in property taxes and operating expenses; changes in zoning laws; losses due to costs resulting from the clean-up of environmental problems; liability to third parties for damages resulting from environmental problems; casualty or condemnation losses; limitations on rents; changes in neighborhood values and the appeal of properties to tenants; changes in interest rates; financial condition of tenants, buyers and sellers of real estate; and quality of maintenance, insurance and management services.

An economic downturn could have a material adverse effect on the real estate markets and on real estate companies.

Real property investments are subject to varying degrees of risk. The yields available from investments in real estate depend on the amount of income and capital appreciation generated by the related properties. Income and real estate values may also be adversely affected by such factors as applicable laws (e.g., the Americans with Disabilities Act and tax laws), interest rate levels and the availability of financing. If the properties do not generate sufficient income to meet operating expenses, including, where applicable, debt service, ground lease payments, tenant improvements, third party leasing commissions and other capital expenditures, the income and ability of the real estate company to make payments of any interest and principal on its debt securities will be adversely affected. In addition, real property may be subject to the quality of credit extended and defaults by borrowers and tenants. The performance of the economy in each of the regions and countries in which the real estate owned by a portfolio company is located affects occupancy, market rental rates and expenses and, consequently, has an impact on the income from such properties and their underlying values.

The financial results of major local employers also may have an impact on the cash flow and value of certain properties. In addition, certain real estate investments are relatively illiquid and, therefore, the ability of real estate companies to vary their portfolios promptly in response to changes in economic or other conditions is limited. A real estate company may also have joint venture investments in certain of its properties and, consequently, its ability to control decisions relating to such properties may be limited.

Investments in the Natural Resources Sector

Many companies in the natural resources sector may experience more price volatility than securities of companies in other industries. Some of the commodities that these industries use or provide are subject to limited pricing flexibility because of supply and demand factors. Others are subject to broad price fluctuations as a result of the volatility of the prices for certain raw materials and the instability of supplies of other materials. These factors can affect the profitability of companies in the natural resources sector and, as a result, the value of their securities. To

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the extent a fund invests in the securities of companies with substantial natural resource assets, the fund will be exposed to the price movements of natural resources.

Money Market Funds

The money market funds attempt to increase yields by trading to take advantage of short-term market variations. This policy is expected to result in high portfolio turnover but should not adversely affect a fund since the funds usually do not pay brokerage commissions when purchasing short-term obligations. The value of the portfolio securities held by a fund will vary inversely to changes in prevailing interest rates and, therefore, are subject to the risk of market price fluctuations. Thus, if interest rates have increased from the time a security was purchased, such security, if sold, might be sold at a price less than its cost. Similarly, if interest rates have declined from the time a security was purchased, such security, if sold, might be sold at a price greater than its purchase cost. In any event, if a security was purchased at face value and held to maturity and was paid in full, no gain or loss would be realized. The values of fixed-income securities also may be affected by changes in the credit rating or financial condition of the issuing entities.

Ratings of Securities

If, subsequent to its purchase by a fund, (a) a portfolio security ceases to be rated in the highest rating category by at least two rating organizations (or one rating organization if the instrument was rated by only one such organization) or the board determines that it is no longer of comparable quality or (b) the Adviser becomes aware that any portfolio security not so highly rated or any unrated security has been given a rating by any rating organization below the rating organization's second highest rating category, the board will reassess promptly whether such security continues to present minimal credit risks and will cause the fund to take such action as it determines is in the best interest of the fund and its shareholders; provided that the reassessments required by clauses (a) and (b) are not required if the portfolio security is disposed of or matures within five business days of the specified event and, in the case of events specified in clause (b), the board is subsequently notified of the Adviser's actions. To the extent the ratings given by a Rating Agency for securities change as a result of changes in such organizations or their rating systems, a fund will attempt to use comparable ratings as standards for its investments in accordance with the investment policies described in such fund's prospectus and this SAI. The ratings of the Rating Agencies represent their opinions as to the quality of the securities which they undertake to rate. It should be emphasized, however, that ratings are relative and subjective and are not absolute standards of quality. Although these ratings may be an initial criterion for selection of portfolio investments, the Adviser also will evaluate these securities and the creditworthiness of the issuers of such securities based upon financial and other available information.

Treasury Securities

Treasury securities include Treasury bills, Treasury notes and Treasury bonds that differ in their interest rates, maturities and times of issuance. Treasury bills have initial maturities of one year or less; Treasury notes have initial maturities of one to ten years; and Treasury bonds generally have initial maturities of greater than ten years.

U.S. Government Securities

U.S. Government securities are issued or guaranteed by the U.S. Government or its agencies or instrumentalities. Some obligations issued or guaranteed by U.S. Government agencies and instrumentalities are supported by the full faith and credit of the Treasury; others by the right of the issuer to borrow from the Treasury; others by discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; and others only by the credit of the agency or instrumentality. These securities bear fixed, floating or variable rates of interest. Interest rates may fluctuate based on generally recognized reference rates or the relationship of rates. While the U.S. Government currently provides financial support to such U.S. Government-sponsored agencies or instrumentalities, no assurance can be given that it will always do so, since it is not so obligated by law. A security backed by the Treasury or the full faith and credit of the United States is guaranteed only as to timely payment of interest and principal when held to maturity. Neither the market value nor a fund's share price is guaranteed.

Many states grant tax-free status to dividends paid to shareholders of a fund from interest income earned by that fund from direct obligations of the U.S. Government, subject in some states to minimum investment requirements that must be met by the fund. Investments in securities issued by the GNMA or FNMA, bankers' acceptances,

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commercial paper and repurchase agreements collateralized by U.S. Government securities do not generally qualify for tax-free treatment.

Repurchase Agreements

A repurchase agreement is a contract under which a fund would acquire a security for a relatively short period subject to the obligation of the seller, typically a bank, broker/dealer or other financial institution, to repurchase and the fund to resell such security at a fixed time and at a price higher than the purchase price (representing the fund's cost plus interest). The repurchase agreement thereby determines the yield during the purchaser's holding period, while the seller's obligation to repurchase is secured by the value of the underlying security. The fund's custodian or sub-custodian engaged in connection with tri-party repurchase agreement transactions will have custody of, and will segregate, securities acquired by the fund under a repurchase agreement. In connection with its third party repurchase transactions, a fund will engage only eligible sub-custodians that meet the requirements set forth in Section 17(f) of the 1940 Act. The value of the underlying securities (or collateral) will be at least equal at all times to the total amount of the repurchase obligation, including the interest factor. The fund bears a risk of loss if the other party to the repurchase agreement defaults on its obligations and the fund is delayed or prevented from exercising its rights to dispose of the collateral securities. This risk includes the risk of procedural costs or delays in addition to a loss on the securities if their value should fall below their repurchase price. Repurchase agreements are considered by the staff of the SEC to be loans by the fund that enters into them. Repurchase agreements could involve risks in the event of a default or insolvency of the other party to the agreement, including possible delays or restrictions upon a fund's ability to dispose of the underlying securities. A fund may engage in repurchase agreement transactions that are collateralized by U.S. Government securities (which are deemed to be "collateralized fully" pursuant to the 1940 Act) or, for certain funds, to the extent consistent with the fund's investment policies, collateralized by securities other than U.S. Government securities ("credit collateral"). Transactions that are collateralized fully enable the fund to look to the collateral for diversification purposes under the 1940 Act. Conversely, transactions secured with credit collateral require the fund to look to the counterparty to the repurchase agreement for determining diversification. Because credit collateral is subject to certain credit and liquidity risks that U.S. Government securities are not subject to, the amount of collateral posted in excess of the principal value of the repurchase agreement is expected to be higher in the case of repurchase agreements secured with credit collateral compared to repurchase agreements secured with U.S. Government securities. In an attempt to reduce the risk of incurring a loss on a repurchase agreement, a fund will require that additional securities be deposited with it if the value of the securities purchased should decrease below resale price. See "Fixed-Income Securities—High Yield and Lower-Rated Securities" above under "All Funds other than Money Market Funds" for a discussion of certain risks of credit collateral rated below investment grade. The funds may jointly enter into one or more repurchase agreements in accordance with an exemptive order granted by the SEC pursuant to Section 17(d) of the 1940 Act and Rule 17d-1 thereunder. Any joint repurchase agreements must be collateralized fully by U.S. Government securities.

Bank Obligations

Bank obligations include certificates of deposit ("CDs"), time deposits ("TDs"), bankers' acceptances and other short-term obligations issued by domestic or foreign banks or thrifts or their subsidiaries or branches and other banking institutions. CDs are negotiable certificates evidencing the obligation of a bank to repay funds deposited with it for a specified period of time. TDs are non-negotiable deposits maintained in a banking institution for a specified period of time (in no event longer than seven days) at a stated interest rate. Bankers' acceptances are credit instruments evidencing the obligation of a bank to pay a draft drawn on it by a customer. These instruments reflect the obligation both of the bank and the drawer to pay the face amount of the instrument upon maturity. The other short-term obligations may include uninsured, direct obligations bearing fixed, floating or variable interest rates. TDs and CDs may be issued by domestic or foreign banks or their subsidiaries or branches. A fund may purchase CDs issued by banks, savings and loan associations and similar institutions with less than $1 billion in assets, the deposits of which are insured by the FDIC, provided the fund purchases any such CD in a principal amount of no more than an amount that would be fully insured by the Deposit Insurance Fund administered by the FDIC. Interest payments on such a CD are not insured by the FDIC. A fund would not own more than one such CD per such issuer.

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Domestic commercial banks organized under federal law are supervised and examined by the Comptroller of the Currency and are required to be members of the Federal Reserve System and to have their deposits insured by the FDIC. Domestic banks organized under state law are supervised and examined by state banking authorities but are members of the Federal Reserve System only if they elect to join. In addition, state banks whose CDs may be purchased by a fund are insured by the FDIC (although such insurance may not be of material benefit to the fund, depending on the principal amount of the CDs of each bank held by the fund) and are subject to federal examination and to a substantial body of federal law and regulation. As a result of federal and state laws and regulations, domestic branches of domestic banks whose CDs may be purchased by the fund generally, among other things, are required to maintain specified levels of reserves and are subject to other supervision and regulation designed to promote financial soundness. However, not all of such laws and regulations apply to the foreign branches of domestic banks.

Obligations of foreign subsidiaries or branches of domestic banks may be general obligations of the parent banks in addition to the issuing subsidiary or branch, or may be limited by the terms of a specific obligation and governmental regulation. Such obligations and obligations of foreign banks or their subsidiaries or branches are subject to different risks than are those of domestic banks. These risks include foreign economic and political developments, foreign governmental restrictions that may adversely affect payment of principal and interest on the obligations, foreign exchange controls, seizure of assets, declaration of a moratorium and foreign withholding and other taxes on interest income. Foreign subsidiaries and branches of domestic banks and foreign banks are not necessarily subject to the same or similar regulatory requirements that apply to domestic banks, such as mandatory reserve requirements, loan limitations, and accounting, auditing and financial recordkeeping requirements. In addition, less information may be publicly available about a foreign subsidiary or branch of a domestic bank or about a foreign bank than about a domestic bank.

Obligations of U.S. branches of foreign banks may be general obligations of the parent bank in addition to the issuing branch, or may be limited by the terms of a specific obligation or by federal or state regulation as well as governmental action in the country in which the foreign bank has its head office. A U.S. branch of a foreign bank with assets in excess of $1 billion may or may not be subject to reserve requirements imposed by the Federal Reserve System or by the state in which the branch is located if the branch is licensed in that state. In addition, federal branches licensed by the Comptroller of the Currency and branches licensed by certain states may be required to: (1) pledge to the regulator, by depositing assets with a designated bank within the state, a certain percentage of their assets as fixed from time to time by the appropriate regulatory authority; and (2) maintain assets within the state in an amount equal to a specified percentage of the aggregate amount of liabilities of the foreign bank payable at or through all of its agencies or branches within the state.

In view of the foregoing factors associated with the purchase of CDs and TDs issued by foreign subsidiaries or branches of domestic banks, or by foreign banks or their branches or subsidiaries, the Adviser carefully evaluates such investments on a case-by-case basis.

Bank Securities

To the extent a money market fund's investments are concentrated in the banking industry, the fund will have correspondingly greater exposure to the risk factors which are characteristic of such investments. Sustained increases in interest rates can adversely affect the availability or liquidity and cost of capital funds for a bank's lending activities, and a deterioration in general economic conditions could increase the exposure to credit losses. In addition, the value of and the investment return on the fund's shares could be affected by economic or regulatory developments in or related to the banking industry, which industry also is subject to the effects of competition within the banking industry as well as with other types of financial institutions. A fund, however, will seek to minimize its exposure to such risks by investing only in debt securities which are determined to be of the highest quality.

Floating and Variable Rate Obligations

Floating and variable rate demand notes and bonds are obligations ordinarily having stated maturities in excess of 397 days but which permit the holder to demand payment of principal at any time, or at specified intervals not exceeding 397 days, in each case upon not more than 30 days' notice. Frequently these obligations are secured by letters of credit or other credit support arrangements secured by banks. Variable rate demand notes include master

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demand notes (see "Fixed-Income Securities—Variable and Floating Rate Securities " above under "All Funds other than Money Market Funds").

Participation Interests

A participation interest purchased from a financial institution gives a fund an undivided interest in a security in the proportion that the fund's participation interest bears to the total principal amount of the security. If the participation interest is unrated, or has been given a rating below that which is permissible for purchase by the fund, the participation interest will be backed by an irrevocable letter of credit or guarantee of a bank, or the payment obligation otherwise will be collateralized by U.S. Government securities, or, in the case of unrated participation interests, the Adviser must have determined that the instrument is of comparable quality to those instruments in which the fund may invest. See "Fixed-Income Securities—Participation Interests and Assignments" above under "All Funds other than Money Market Funds."

Asset-Backed Securities

A fund may purchase asset-backed securities, which are securities issued by special purpose entities whose primary assets consist of a pool of mortgages, loans, receivables or other assets. Payment of principal and interest may depend largely on the cash flows generated by the assets backing the securities and, in certain cases, supported by letters of credit, surety bonds or other forms of credit or liquidity enhancements. The value of these asset-backed securities also may be affected by the creditworthiness of the servicing agent for the pool of assets, the originator of the loans or receivables or the financial institution providing the credit support.

Commercial Paper

Commercial paper represents short-term, unsecured promissory notes issued to finance short-term credit needs. The commercial paper purchased by a fund will consist only of direct obligations issued by domestic and foreign entities. The other corporate obligations in which a fund may invest consist of high quality, U.S. dollar-denominated short-term bonds and notes (which may include variable rate master demand notes).

Investment Companies

See "Investment Companies" above under "All Funds other than Money Market Funds."

Foreign Securities

Foreign securities may include U.S. dollar-denominated securities issued by foreign subsidiaries or foreign branches of domestic banks, domestic and foreign branches of foreign banks, foreign government obligations and commercial paper issued by foreign issuers. Foreign government obligations may include securities issued or guaranteed by foreign governments or any of their political subdivisions, agencies or instrumentalities and debt obligations of supranational entities. Supranational entities include organizations designated or supported by governmental entities to promote economic reconstruction or development and international banking institutions and related government agencies. Examples include the International Bank for Reconstruction and Development (the World Bank), the European Coal and Steel Community, the Asian Development Bank and the InterAmerican Development Bank.

A fund investing in foreign securities, including foreign government obligations, may be subject to additional investment risks with respect to these securities or obligations that are different in some respects from those incurred by a money market fund which invests only in debt obligations of U.S. domestic issuers. See, as applicable, "Foreign Securities" and "Foreign Securities—Sovereign Debt Obligations" above under "All Funds other than Money Market Funds."

Municipal Securities

See "Fixed-Income Securities—Municipal Securities—Municipal Securities Generally" above under "All Funds other than Money Market Funds."

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Derivative Products. The value of certain derivative products is tied to underlying municipal securities. A fund investing in derivative products will purchase only those derivative products that are consistent with its investment objective and policies and comply with the quality, maturity, liquidity and diversification standards of Rule 2a-7 under the 1940 Act. The principal types of derivative products include tax exempt participation interests, tender option bonds and custodial receipts (see " Fixed-Income Securities—Municipal Securities—Instruments Related to Municipal Securities" above under "All Funds other than Money Market Funds") and structured notes (see "Derivative Instruments—Structured Securities and Hybrid Instruments—Structured Securities" above under "All Funds other than Money Market Funds").

Stand-By Commitments. See "Fixed-Income Securities—Municipal Securities—Stand-By Commitments" above under "All Funds other than Money Market Funds."

Taxable Investments (municipal or other tax-exempt funds only)

From time to time, on a temporary basis other than for temporary defensive purposes (but not to exceed 20% of the value of the fund's net assets) or for temporary defensive purposes, a fund may invest in taxable short-term investments (Money Fund Taxable Investments, as defined in Part II of this SAI). Dividends paid by a fund that are attributable to income earned by the fund from Money Fund Taxable Investments will be taxable to investors. When a fund invests for temporary defensive purposes, it may not achieve its investment objective(s). If a fund purchases Money Fund Taxable Investments, it will value them using the amortized cost method and comply with the provisions of Rule 2a-7 relating to purchases of taxable instruments.

Illiquid Securities

The 1940 Act, subject to a fund's own more restrictive limitations, if applicable, limits money market funds to 5% of total assets in illiquid securities. Illiquid securities, which are securities that cannot be sold or disposed of in the ordinary course of business within seven days at approximately the value ascribed to them by a fund, may include securities that are not readily marketable, such as securities that are subject to legal or contractual restrictions on resale that do not have readily available market quotations, and repurchase agreements providing for settlement in more than seven days after notice. As to these securities, there is a risk that, should a fund desire to sell them, a ready buyer will not be available at a price the fund deems representative of their value, which could adversely affect the value of a fund's net assets. See "Illiquid Securities—Section 4(2) Paper and Rule 144A Securities" above under "All Funds other than Money Market Funds."

Borrowing Money

The 1940 Act, subject to a fund's own more restrictive limitations, if applicable, permits an investment company to borrow in an amount up to 33-1/3% of the value of its total assets. Such borrowings may be for temporary or emergency purposes or for leveraging. If borrowings are for temporary or emergency (not leveraging) purposes, when such borrowings exceed 5% of the value of a fund's total assets the fund will not make any additional investments.

Reverse Repurchase Agreements. See "Borrowing Money—Reverse Repurchase Agreements" above under "All Funds other than Money Market Funds."

Forward Commitments. The purchase of portfolio securities on a forward commitment (including "TBA" (to be announced)), when-issued or delayed-delivery basis means that delivery and payment take place in the future after the date of the commitment to purchase. See "Borrowing Money—Forward Commitments" above under "All Funds other than Money Market Funds."

Interfund Borrowing and Lending Program. Pursuant to an exemptive order issued by the SEC, a fund may lend money to, and/or borrow money from, certain other funds advised by the Manager or its affiliates. All interfund loans and borrowings must comply with the conditions set forth in the exemptive order, which are designed to ensure fair and equitable treatment of all participating funds. A fund's participation in the Interfund Borrowing and Lending Program must be consistent with its investment policies and limitations. A fund will borrow through the Interfund Borrowing and Lending Program only when the costs are equal to or lower than the costs of bank loans, and will lend through the Program only when the returns are higher than those available from an investment in

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repurchase agreements. Interfund loans and borrowings are normally expected to extend overnight, but can have a maximum duration of seven days. Loans may be called on one day's notice. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.

Lending Portfolio Securities

See "Lending Portfolio Securities" above under "All Funds other than Money Market Funds."

RATING CATEGORIES

The following is a description of certain ratings assigned by S&P, Moody's, Fitch and DBRS.

S&P

An S&P issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion reflects S&P's view of the obligor's capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.

Issue credit ratings can be either long-term or short-term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days¾including commercial paper. Short-term ratings also are used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings.

Long-Term Issue Credit Ratings. Issue credit ratings are based, in varying degrees, on S&P's analysis of the following considerations: likelihood of payment¾capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; nature of and provisions of the obligation; and protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights.

Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)

An obligation rated "AAA" has the highest rating assigned by S&P. The obligor's capacity to meet its financial commitment on the obligation is extremely strong.

An obligation rated "AA" differs from the highest-rated obligations only to a small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong.

An obligation rated "A" is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.

An obligation rated "BBB" exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

Obligations rated "BB,""B,""CCC,""CC" and"C" are regarded as having significant speculative characteristics. "BB" indicates the least degree of speculation and "C" the highest. While such obligations will likely have some

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quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

An obligation rated "BB" is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.

An obligation rated "B" is more vulnerable to nonpayment than obligations rated "BB," but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.

An obligation rated "CCC" is currently vulnerable to nonpayment, and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

An obligation rated "CC" is currently highly vulnerable to nonpayment.

A "C" rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the "C" rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument's terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.

An obligation rated "D" is in payment default. The "D" rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The "D" rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized. An obligation's rating is lowered to "D" upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.

Note: The ratings from "AA" to "CCC" may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

An "NR" indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular obligation as a matter of policy.

Short-Term Issue Credit Ratings.A short-term obligation rated "A-1" is rated in the highest category by S&P. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.

A short-term obligation rated "A-2" is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.

A short-term obligation rated "A-3" exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

A short-term obligation rated "B" is regarded as having significant speculative characteristics. Ratings of "B-1," "B-2," and "B-3" may be assigned to indicate finer distinctions within the "B" category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.

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A short-term obligation rated "B-1" is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

A short-term obligation rated "B-2" is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

A short-term obligation rated "B-3" is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

A short-term obligation rated "C" is currently vulnerable to nonpayment and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation.

A short-term obligation rated "D" is in payment default. The "D" rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The "D" rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

Municipal Short-Term Note Ratings Definitions.An S&P U.S. municipal note rating reflects S&P's opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, S&P analysis will review the following considerations: amortization schedule¾the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and source of payment¾the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.

Note rating symbols are as follows:

SP-1Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.

SP-2Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

SP-3Speculative capacity to pay principal and interest.

Moody's

Long-Term Obligation Ratings and Definitions. Moody's long-term obligation ratings are opinions of the relative credit risk of fixed-income obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings reflect both the likelihood of default and any financial loss suffered in the event of default.

Obligations rated "Aaa" are judged to be of the highest quality, with minimal credit risk.

Obligations rated "Aa" are judged to be of high quality and are subject to very low credit risk.

Obligations rated "A" are considered upper-medium grade and are subject to low credit risk.

Obligations rated "Baa" are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.

Obligations rated "Ba" are judged to have speculative elements and are subject to substantial credit risk.

Obligations rated "B" are considered speculative and are subject to high credit risk.

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Obligations rated "Caa" are judged to be of poor standing and are subject to very high credit risk.

Obligations rated "Ca" are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

Obligations rated "C" are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.

Note: Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking and the modifier 3 indicates a ranking in the lower end of that generic rating category.

Short-Term Ratings.Moody's short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.

Moody's employs the following designations to indicate the relative repayment ability of rated issuers:

P-1	Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2	Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3	Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term debt obligations.
NP	Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

U.S. Municipal Short-Term Debt and Demand Obligation Ratings.

Short-Term Obligation Ratings. There are three rating categories for short-term municipal obligations that are considered investment grade. These ratings are designated as Municipal Investment Grade ("MIG") and are divided into three levels—MIG 1 through MIG 3. In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade. MIG ratings expire at the maturity of the obligation.

MIG 1	This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
MIG 2	This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
MIG 3	This designation denotes acceptable credit quality. Liquidity and cash flow protection may be narrow, and market access for refinancing is likely to be less well-established.
SG	This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

Demand Obligation Ratings. In the case of variable rate demand obligations ("VRDOs"), a two-component rating is assigned; a long- or short-term debt rating and a demand obligation rating. The first element represents Moody's evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moody's evaluation of the degree of risk associated with the ability to receive purchase price upon demand ("demand feature"), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or VMIG rating.

When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.

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VMIG rating expirations are a function of each issue's specific structural or credit features.

VMIG 1	This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 2	This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 3	This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
SG	This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.

Fitch

Corporate Finance Obligations — Long-Term Rating Scales.Ratings of individual securities or financial obligations of a corporate issuer address relative vulnerability to default on an ordinal scale. In addition, for financial obligations in corporate finance, a measure of recovery given default on that liability also is included in the rating assessment. This notably applies to covered bond ratings, which incorporate both an indication of the probability of default and of the recovery given a default of this debt instrument.

The relationship between issuer scale and obligation scale assumes an historical average recovery of between 30%–50% on the senior, unsecured obligations of an issuer. As a result, individual obligations of entities, such as corporations, are assigned ratings higher, lower or the same as that entity's issuer rating.

Highest credit quality: "AAA" ratings denote the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

Very high credit quality: "AA" ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

High credit quality: "A" ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

Good credit quality: "BBB" ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.

Speculative: "BB" ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.

Highly speculative: "B" ratings indicate that material credit risk is present.

Substantial credit risk: "CCC" ratings indicate that substantial credit risk is present.

Very high levels of credit risk: "CC" ratings indicate very high levels of credit risk.

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Exceptionally high levels of credit risk: "C" indicates exceptionally high levels of credit risk.

Defaulted obligations typically are not assigned "D" ratings, but are instead rated in the "B" to "C" rating categories, depending upon their recovery prospects and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.

Note: The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the "AAA" obligation rating category, or to corporate finance obligation ratings in the categories below "B."

Structured, Project & Public Finance Obligations — Long-Term Rating Scales.Ratings of structured finance, project finance and public finance obligations on the long-term scale, including the financial obligations of sovereigns, consider the obligations' relative vulnerability to default. These ratings are typically assigned to an individual security or tranche in a transaction and not to an issuer.

Highest credit quality: "AAA" ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

Very high credit quality: "AA" ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

High credit quality: "A" ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

Good credit quality: "BBB" ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.

Speculative: "BB" ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time.

Highly speculative: "B" ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.

Substantial credit risk: "CCC" indicates that default is a real possibility.

Very high levels of credit risk: "CC" indicates that default of some kind appears probable.

Exceptionally high levels of credit risk: "C" indicates that default appears imminent or inevitable.

Default: "D" indicates a default. Default generally is defined as one of the following: failure to make payment of principal and/or interest under the contractual terms of the rated obligation; the bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of the business of an issuer/obligor; or the coercive exchange of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation.

Short-Term Ratings Assigned to Obligations in Corporate, Public and Structured Finance.A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-term ratings are assigned to obligations whose initial maturity is viewed as "short-term" based on market convention. Typically, this means up to 13 months for corporate, sovereign and structured obligations, and up to 36 months for obligations in U.S. public finance markets.

Highest short-term credit quality: "F1" indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.

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Good short-term credit quality: "F2" indicates good intrinsic capacity for timely payment of financial commitments.

Fair short-term credit quality: "F3" indicates that the intrinsic capacity for timely payment of financial commitments is adequate.

Speculative short-term credit quality: "B" indicates minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.

High short-term default risk: "C" indicates that default is a real possibility.

Restricted default: "RD" indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.

Default: "D" indicates a broad-based default event for an entity, or the default of a specific short-term obligation.

DBRS

Long Term Obligations.The DBRS long-term rating scale provides an opinion on the risk of default. That is, the risk that an issuer will fail to satisfy its financial obligations in accordance with the terms under which an obligation has been issued. Ratings are based on quantitative and qualitative considerations relevant to the issuer, and the relative ranking of claims. All ratings categories other than AAA and D also contain subcategories "(high)" and "(low)." The absence of either a "(high)" or "(low)" designation indicates the rating is in the middle of the category.

Long-term debt rated "AAA" is considered to be of the highest credit quality. The capacity for the payment of financial obligations is exceptionally high and unlikely to be adversely affected by future events.

Long-term debt rated "AA" is considered to be of superior credit quality. The capacity for the payment of financial obligations is considered high. Credit quality differs from AAA only to a small degree. Unlikely to be significantly vulnerable to future events.

Long-term debt rated "A" is considered to be of good credit quality. The capacity for the payment of financial obligations is substantial, but of lesser credit quality than AA. May be vulnerable to future events, but qualifying negative factors are considered manageable.

Long-term debt rated "BBB" is considered to be of adequate credit quality. The capacity for the payment of financial obligations is considered acceptable. May be vulnerable to future events.

Long-term debt rated "BB" is considered to be of speculative, non-investment-grade credit quality. The capacity for the payment of future obligations is uncertain. Vulnerable to future events.

Long-term debt rated "B" is considered to be of highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet financial obligations.

Long-term debt rated "CCC," "CC" or "C" is of very highly speculative credit quality. In danger of defaulting on financial obligations. There is little difference between these three categories, although CC and C ratings are normally applied to obligations that are seen as highly likely to default, or subordinated to obligations rated in the CCC to B range. Obligations in respect of which default has not technically taken place but is considered inevitable may be rated in the C category.

A "D" rating implies a financial obligation has not been met or it is clear that a financial obligation will not met in the near future or a debt instrument has been subject to a distressed exchange. A downgrade to D may not immediately follow an insolvency or restructuring filing as grace periods or extenuating circumstances may exist.

Commercial Paper and Short Term Debt.The DBRS short-term debt rating scale provides an opinion on the risk that an issuer will not meet its short-term financial obligations in a timely manner. Ratings are based on quantitative and qualitative considerations relevant to the issuer and the relative ranking of claims. The R-1 and R-2 rating are further denoted by the subcategories "(high)," "(middle)" and "(low)."

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Short-term debt rated "R-1 (high)" is considered to be of the highest credit quality. The capacity for the payment of short-term financial obligations as they fall due is exceptionally high. Unlikely to be adversely affected by future events.

Short-term debt rated "R-1 (middle)" is considered to be of superior credit quality. The capacity for the payment of short-term financial obligations as they fall due is very high. Differs from R-1 (high) by a relatively modest degree. Unlikely to be significantly vulnerable to future events.

Short-term debt rated "R-1 (low)" is considered to be of good credit quality. The capacity for the payment of short-term financial obligations as they fall due is substantial. Overall strength is not as favorable as higher rating categories. May be vulnerable to future events, but qualifying negative factors are considered manageable.

Short-term debt rated "R-2 (high)" is considered to be at the upper end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events.

Short-term debt rated "R-2 (middle)" is considered to be of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events or may be exposed to other factors that could reduce credit quality.

Short-term debt rated "R-2 (low)" is considered to be at the lower end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events. A number of challenges are present that could affect the issuer's ability to meet such obligations.

Short-term debt rated "R-3" is considered to be at the lowest end of adequate credit quality. There is a capacity for the payment of short-term financial obligations as they fall due. May be vulnerable to future events and the certainty of meeting such obligations could be impacted by a variety of developments.

Short-term debt rated "R-4" is considered to be of speculative credit quality. The capacity for the payment of short-term financial obligations as they fall due is uncertain.

Short-term debt rated "R-5" is considered to be of highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet short-term financial obligations as they fall due.

A security rated "D" implies that a financial obligation has not been met or it is clear that a financial obligation will not met in the near future, or a debt instrument has been subject to a distressed exchange. A downgrade to D may not immediately follow an insolvency or restructuring filing as grace periods, other procedural considerations or extenuating circumstances may exist.

ADDITIONAL INFORMATION ABOUT THE BOARD

Boards' Oversight Role in Management

The boards' role in management of the funds is oversight. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the funds, primarily the Manager and its affiliates, have responsibility for the day-to-day management of the funds, which includes responsibility for risk management (including management of investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of their oversight, the boards, acting at their scheduled meetings, or the Chairman, acting between board meetings, regularly interacts with and receives reports from senior personnel of the Manager and its affiliates, service providers, including the Manager's Chief Investment Officer (or a senior representative of his office), the funds' and the Manager's Chief Compliance Officer and portfolio management personnel. The boards' audit committee (which consists of all Independent Board Members) meets during its regularly scheduled and special meetings, and between meetings the audit committee chair is available to the funds' independent registered public accounting firm and the funds' Chief Financial Officer. The boards also receive periodic presentations from senior personnel of Dreyfus and its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas, such as business continuity, anti-money laundering, personal trading, valuation, credit, investment research and securities lending. As warranted, the boards also receive informational reports from the boards' independent legal counsel (and, if applicable, separate counsel to the fund)

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regarding regulatory compliance and governance matters. The boards have adopted policies and procedures designed to address certain risks to the funds. In addition, the Manager and other service providers to the funds have adopted a variety of policies, procedures and controls designed to address particular risks to the funds. Different processes, procedures and controls are employed with respect to different types of risks. However, it is not possible to eliminate all of the risks applicable to the funds, and the boards' risk management oversight is subject to inherent limitations.

Board Composition and Leadership Structure

The 1940 Act requires that at least 40% of the board members be Independent Board Members and as such are not affiliated with the Manager. To rely on certain exemptive rules under the 1940 Act, a majority of the funds' board members must be Independent Board Members, and for certain important matters, such as the approval of investment advisory agreements or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent Board Members. Currently, except as noted in Part I of this SAI, all of the funds' board members, including the Chairman of the Boards, are Independent Board Members. The boards have determined that their leadership structure, in which the Chairman of the Boards is not affiliated with the Manager, is appropriate in light of the specific characteristics and circumstances of the funds, including, but not limited to: (i) the services that the Manager and its affiliates provide to the funds and potential conflicts of interest that could arise from these relationships; (ii) the extent to which the day-to-day operations of the funds are conducted by fund officers and employees of the Manager and its affiliates; and (iii) the boards' oversight role in management of the funds.

Additional Information About the Boards and Their Committees

Board members are elected to serve for an indefinite term. The boards have standing audit, nominating, compensation, litigation and pricing committees. The functions of the audit committees are (i) to oversee the funds' accounting and financial reporting processes and the audits of the funds' financial statements and (ii) to assist in the boards' oversight of the integrity of the funds' financial statements, the funds' compliance with legal and regulatory requirements and the independent registered public accounting firm's qualifications, independence and performance. The nominating committees are responsible for selecting and nominating persons as members of the boards for election or appointment by the boards and for election by shareholders. In evaluating potential nominees, including any nominees recommended by shareholders, a committee takes into consideration various factors listed in the nominating committee charter. The nominating committees will consider recommendations for nominees from shareholders submitted to the Secretary of the Dreyfus Family of Funds, c/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 8^th Floor East, New York, New York 10166, which include information regarding the recommended nominee as specified in the nominating committee charter. The function of the compensation committees is to establish appropriate compensation for serving on the boards. The litigation committee seeks to address any potential conflicts of interest between the funds and the Manager in connection with any potential or existing litigation or other legal proceeding relating to securities held by a fund and held or otherwise deemed to have a beneficial interest held by the Manager or its affiliate. The boards (other than the boards of the money market funds) also have standing pricing committees comprised of any one board member; the function of the pricing committee is to assist in valuing fund investments.

MANAGEMENT ARRANGEMENTS

The Manager

The Manager is a wholly-owned subsidiary of BNY Mellon. Dreyfus is the primary mutual fund business of The Bank of New York Mellon Corporation, a global financial services company focused on helping clients manage and service their financial assets, operating in 36 countries and serving more than 100 markets. BNY Mellon is a leading investment management and investment services company, uniquely focused to help clients manage and move their financial assets in the rapidly changing global marketplace. BNY Mellon Investment Management is one of the world's leading investment management organizations, and one of the top U.S. wealth managers, encompassing BNY Mellon's affiliated investment management firms, wealth management services and global distribution companies. Additional information is available at www.bnymellon.com.

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Pursuant to a management or advisory agreement applicable to each fund, the Manager generally maintains office facilities on behalf of the funds, and furnishes statistical and research data, clerical help, data processing, bookkeeping and internal auditing and certain other required services to the funds (including, when a fund does not have a separate administration agreement, accounting and administration services).

As further described below under "Distributor," Dreyfus may pay the Distributor or financial intermediaries for shareholder or other services from Dreyfus' own assets, including past profits but not including the management fee paid by the funds. The Distributor may use part or all of such payments to pay Service Agents. Dreyfus also may make such advertising and promotional expenditures, using its own resources, as it from time to time deems appropriate.

Sub-Advisers

See the prospectus to determine if any of the information about Sub-Advisers (below and elsewhere in this SAI) applies to your fund.

For funds with one or more Sub-Advisers, the Manager or the fund has entered into a Sub-Advisory Agreement with each Sub-Adviser. A Sub-Adviser provides day-to-day investment management of a fund's portfolio (or a portion thereof allocated by the Manager), and certain related services.

The following is a list of persons (to the extent known by the fund) who are deemed to control each Sub-Adviser by virtue of ownership of stock or other interests of the Sub-Adviser. Companies listed are in the asset management or other financial services business. For BNY Mellon ARX, Mellon Capital, Newton, Standish, TBCAM, Urdang and Walter Scott, which are all wholly-owned subsidiaries of BNY Mellon, see "The Manager" above for ownership information.

CCM: Andrew S. Cupps

Geneva: Amy S. Croen, William A. Priebe and Linda J. Priebe

Hamon: Hamon Investment Management Holdings Limited, Hamon Investment Holdings Ltd., The Hamon Investment Group Pte Limited and Simon Associates Ltd.; Hamon also is an affiliate of BNY Mellon

Iridian: Alhero LLC, Article I Family Trust under Harold J. Levy 2009 Irrevocable Trust dated 5/28/09 (Shari B. Levy Trustee), Article I Family Trust under David L. Cohen 2008 Irrevocable Trust dated 4/22/08 (Jay Cohen, Michael Greene & Jeffrey Elliott, Trustees), Arovid Associates LLC, David L. Cohen, Harold J. Levy and LLMD LLC

Kayne: Virtus Partners, Inc. and Virtus Investment Partners, Inc. ("Virtus")

King: Roger E. King

Lombardia: George G. Castro, Alvin W. Marley and Lombardia Capital Partners, Inc.

Neuberger Berman: Lehman Brothers Holdings Inc., Neuberger Berman Group LLC, Neuberger Berman Holdings LLC and NBSH Acquisition, LLC

Nicholas: AEN, L.P., NIC LLC, Catherine Charlotte Nicholas Trust dated 9/15/94 (Catherine Charlotte Nicholas, Trustee), Catherine C. Somhegyi Nicholas and Arthur E. Nicholas

Riverbridge: Mark A. Thompson

Sarofim & Co.: The Sarofim Group, Inc. and Fayez S. Sarofim

TS&W: OM Group (UK) Limited, Old Mutual plc, Old Mutual (US) Holdings, Inc. and TS&W Investment GP LLC

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Vulcan: C.T. Fitzpatrick

Walthausen: John B. Walthausen

Portfolio Allocation Manager

EACM, a wholly-owned subsidiary of BNY Mellon, has been engaged as the Portfolio Allocation Manager for certain funds as described in the prospectus. EACM is responsible for evaluating and recommending Sub-Advisers for these funds. It is expected that differences in investment returns among the portions of a fund managed by different Sub-Advisers will cause the actual percentage of the fund's assets managed by each Sub-Adviser to vary over time.

Portfolio Managers and Portfolio Manager Compensation

See the prospectus to determine which portions of the information provided below apply to your fund.

For funds other than money market funds, an Affiliated Entity or the Sub-Adviser(s), as applicable, provide the funds with portfolio managers who are authorized by the board to execute purchases and sales of securities. For the TBCAM Stock Funds, portfolio managers are employed by the Manager. Portfolio managers are compensated by the company that employs them, and are not compensated by the funds. Each fund's portfolio managers are listed in Part I of this SAI.

The following provides information about the compensation policies for portfolio managers.

Alcentra. Alcentra's compensation arrangements include a fixed salary, discretionary cash bonus and a number of long term incentive plans that are structured to align an employee's interest with the firm's longer term goals. Portfolio managers are compensated in line with portfolio performance, rather than the growth of assets under management. Other factors that may be taken into consideration include asset selection and trade execution and management of portfolio risk.

BNY Mellon ARX. A portfolio manager's cash compensation is comprised primarily of a market-based base salary and variable incentives paid (biannually) from BNY Mellon ARX's profits. The primary objectives of BNY Mellon ARX's compensation structure are to motivate and reward continued growth and profitability and to attract and retain high-performing individuals. BNY Mellon ARX evaluates portfolio managers not only for their direct performance results, but also for their contribution to BNY Mellon ARX.

CCM. Through Andrew Cupps' ownership of the firm, he participates directly in the revenue of the firm, which is determined by the performance of the firm's accounts, including the relevant funds, and the assets under management by the firm. He also is compensated with a base salary.

EACM. Employees at EACM, including investment professionals (e.g., portfolio managers), generally receive two forms of compensation: a base salary and a discretionary annual bonus (based on the firm's profitability and their performance). The discretionary bonus is based upon an individual's overall performance, with as much emphasis (for the relevant personnel) on contribution to the risk monitoring and quality control areas as there is on generating superior performance. Personal performance and firm performance are roughly equally weighted. As part of EACM's retention plan for key management personnel, a portion of each annual bonus pool also is invested in an offshore fund of hedge funds managed by EACM and vests over a period of three years.

Geneva. Total compensation for the portfolio management team, in which each member is a principal of the firm, includes a base salary plus a fixed percentage of Geneva's profits based on ownership. Geneva believes that its compensation plan allows for the portfolio management team to focus on delivering long-term performance for its clients. Geneva also offers eligible employees the opportunity to participate in a company sponsored 401(k) retirement plan.

Hamon. Portfolio manager compensation is comprised of a market-based salary and an annual incentive plan. Under the annual incentive plan, portfolio managers may receive a bonus of up to two times their annual salary, at the discretion of management. In determining the amount of the bonus, significant consideration is given to the portfolio manager's investment portfolio performance over a one-year period (weighted 75%) and a three-year

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period (weighted 25%) compared to peer groups and relevant indexes. Other factors considered are individual qualitative performance, asset size and revenue growth of the product and funds managed by the portfolio manager.

Iridian. Iridian's compensation structure includes the following components: base salary, 401(k) retirement plan, and annual bonus if warranted by the overall financial success of the firm. Bonuses are based on performance.

Kayne. Kayne's compensation structure includes a base salary, an incentive bonus opportunity and a benefits package.

Base Salary. Kayne pays each of its portfolio managers a fixed base salary, which is designed to be competitive in light of the individual's experience and responsibilities. Kayne management uses compensation survey results of investment industry compensation conducted by an independent third party in evaluating competitive market compensation for its investment management professionals.

Incentive Bonus. Incentive bonus pools at Kayne are based upon individual firm profits and in some instances overall Virtus profitability. Individual payments are assessed using comparisons of actual investment performance with specific peer group or index measures established at the beginning of each calendar year. Performance of a fund managed is measured over one-, three and five-year periods. Generally, an individual manager's participation is based on the performance of the funds/accounts managed as weighted roughly by total assets in each of these funds/accounts. In certain instances, comparison of portfolio risk factors to peer or index risk factors, as well as achievement of qualitative goals, also may be components of the individual payment potential. The short-term incentive payment is generally paid in cash, but a portion may be made in Virtus Restricted Stock Units.

Other Benefits. Portfolio managers at Kayne also are eligible to participate in broad-based plans offered generally to employees of Virtus and its affiliates, including 401(k), health and other employee benefit plans. While portfolio manager compensation contains a performance component, this component is adjusted by Kayne to reward investment personnel for managing within the stated framework and for not taking unnecessary risk.

King. Total compensation for the portfolio management team, of which each member is a principal of King, includes a fixed annual salary and may include a discretionary annual bonus.

Lombardia. Lombardia's compensation packages for its portfolio managers are comprised of base salaries and performance bonuses. For performance bonuses, each investment professional is evaluated by Lombardia's compensation committee using a combination of quantitative and subjective factors. The quantitative weight is 65% and the subjective weight is 35%. The quantitative measure is based on an internal attribution report broken down by analyst and focused on stock selection. Given that each of Lombardia's products has a stock picking strategy, Lombardia believes that this is the best measure of added value. Lombardia's compensation committee then considers three factors: (i) new idea generation, (ii) teamwork and (iii) work ethic. New idea generation is intended to capture the quality and frequency of new idea generation. This factor credits or penalizes ideas that do not make it into the portfolios. Teamwork and work ethic will be measured both within individual teams and across the organization. The compensation of Alvin W. Marley, a 25% owner of the firm, also is based on overall firm profitability.

Mellon Capital. The primary objectives of the Mellon Capital compensation plans are to:

·Motivate and reward superior investment and business performance

·Motivate and reward continued growth and profitability

·Attract and retain high-performing individuals critical to the on-going success of Mellon Capital

·Create an ownership mentality for all plan participants

Cash compensation is comprised primarily of a market-based base salary and (variable) incentives (cash and deferred). Base salary is determined by the employees' experience and performance in the role, taking into account the ongoing compensation benchmark analyses. Base salary is generally a fixed amount that may change as a result of an annual review, upon assumption of new duties, or when a market adjustment of the position occurs. Funding

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for the Mellon Capital Annual and Long Term Incentive Plan is through a pre-determined fixed percentage of overall Mellon Capital profitability. Therefore, all bonus awards are based initially on Mellon Capital's financial performance. Annual incentive opportunities are pre-established for each individual, expressed as a percentage of base salary ("target awards"). These targets are derived based on a review of competitive market data for each position annually. Annual awards are determined by applying multiples to this target award. Awards are 100% discretionary. Factors considered in awards include individual performance, team performance, investment performance of the associated portfolio(s) (including both short and long term returns) and qualitative behavioral factors. Other factors considered in determining the award are the asset size and revenue growth/retention of the products managed (if applicable). Awards are paid partially in cash with the balance deferred through the Long Term Incentive Plan.

Participants in the Long Term Incentive Plan have a high level of accountability and a large impact on the success of the business due to the position's scope and overall responsibility. This plan provides for an annual award, payable in cash after a three-year cliff vesting period, as well as a grant of BNY Mellon Restricted Stock for senior level roles.

The same methodology described above is used to determine portfolio manager compensation with respect to the management of mutual funds and other accounts. Mutual fund portfolio managers are also eligible for the standard retirement benefits and health and welfare benefits available to all Mellon Capital employees. Certain portfolio managers may be eligible for additional retirement benefits under several supplemental retirement plans that Mellon Capital provides to restore dollar-for-dollar the benefits of management employees that had been cut back solely as a result of certain limits due to tax laws. These plans are structured to provide the same retirement benefits as the standard retirement benefits. In addition, mutual fund portfolio managers whose compensation exceeds certain limits may elect to defer a portion of their salary and/or bonus under the BNY Mellon Deferred Compensation Plan for Employees.

Neuberger Berman. Neuberger Berman's compensation philosophy is one that focuses on rewarding performance and incentivizing its employees. Neuberger Berman also is focused on creating a compensation process that is fair, transparent, and competitive with the market. Compensation for portfolio managers is more heavily weighted on the variable portion of total compensation and reflects individual performance, overall contribution to the team, collaboration with colleagues across Neuberger Berman and, most importantly, overall investment performance. The bonus for a portfolio manager is determined by using a formula which may or may not contain a discretionary component. The discretionary component is determined on the basis of a variety of criteria including investment performance (including the pre-tax three-year track record in order to emphasize long-term performance), utilization of central resources (including research, sales and operations/support), business building to further the longer term sustainable success of the investment team, effective team/people management and overall contribution to the success of Neuberger Berman. In addition, compensation of portfolio managers at other comparable firms is considered, with an eye toward remaining competitive with the market. The terms of long-term retention incentives at Neuberger Berman are as follows:

Employee-Owned Equity. An integral part of the management buyout of Neuberger Berman in 2009 was implementing an equity ownership structure which embodies the importance of incentivizing and retaining key investment professionals. The senior portfolio managers on the mutual fund teams are key shareholders in the equity ownership structure. On a yearly basis over the subsequent five years, the equity ownership allocations will be re-evaluated and re-allocated based on performance and other key metrics. A set percentage of employee equity and preferred stock is subject to vesting.

Contingent Compensation Plan. Neuberger Berman also has established the Neuberger Berman Group Contingent Compensation Plan pursuant to which a certain percentage of an employee's compensation is deemed contingent and vests over a three-year period. Under the plan, most participating employees who are members of mutual fund investment teams will receive a cash return on their contingent compensation with a portion of such return being determined based on the team's investment performance, as well as the performance of a portfolio of other investment funds managed by Neuberger Berman Group investment professionals.

Restrictive Covenants. Portfolio managers who have received equity interests have agreed to certain restrictive covenants, which impose obligations and restrictions with respect to confidential information and employee and client solicitation.

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Certain portfolio managers may manage products other than mutual funds, such as high-net-worth separate accounts. For the management of these accounts, a portfolio manager may generally receive a percentage of pre-tax revenue determined on a monthly basis less certain deductions (e.g., a "finder's fee" or "referral fee" paid to a third party). The percentage of revenue a portfolio manager receives will vary based on certain revenue thresholds.

Newton. Portfolio manager compensation is primarily comprised of a market-based salary, annual cash bonus and participation in the Newton Long Term Incentive Plan. The level of variable compensation (annual cash bonus and Newton Long Term Incentive Plan) ranges from 0% of base salary to in excess of 200% of base salary, depending upon corporate profits, team performance and individual performance. The annual cash bonus is discretionary. Portfolio manager awards are heavily weighted towards their investment performance relative to both benchmarks and peer comparisons and individual qualitative performance. Awards also are reviewed against market data from industry compensation consultants such as McLagan Partners to ensure comparability with competitors. The portfolio managers also are eligible to participate, at the discretion of management, in the Newton Long Term Incentive Plan. This plan provides for an annual cash award that vests after four years. The value of the award may change during the vesting period based upon changes in Newton's operating income. Portfolio managers also are eligible to join the BNY Mellon Group Personal Pension Plan. Employer contributions are invested in individual member accounts. The value of the fund is not guaranteed and fluctuates based on market factors.

Nicholas. Portfolio managers are partners of the firm. Nicholas' compensation structure for its portfolio managers specifically aligns their goals with that of Nicholas' clients, rewards investment performance and promotes teamwork through their partnership in the firm. Portfolio managers typically receive a base salary and, as partners of the firm, proportionately share in the aggregate profits of Nicholas. In addition to cash compensation, portfolio managers receive a benefit package.

Riverbridge. Riverbridge has three levels of compensation for investment team members. Investment team members are compensated with a base compensation believed to be industry competitive relative to their level of responsibility. The second level of compensation is predicated on the overall performance of the investment team and individual contributions to the team. The chief investment officer makes a qualitative evaluation of the performance of the individual team member that contemplates contributions made for the current year and considers contributions made during the course of the last several years. Evaluation factors include, but are not limited to, the performance of the relevant funds and other accounts managed relative to expectations for how those funds and accounts should have performed, given their objective, policies, strategies and limitations, and the market environment during the measurement period. This performance factor is not based on the value of assets held in the portfolio strategy. Additional factors considered include quality of research conducted, contributions made to the overall betterment of the investment team and contribution to the betterment of the firm. The actual variable compensation may be more or less than the target amount, based on how well the individual satisfies the objectives stated above. Multi-year time periods are used to evaluate the individual performance of investment team members. Riverbridge stresses superior long-term performance and accordingly benchmarks portfolio managers' performance against comparable peer managers and the appropriate strategy benchmark. The third level of compensation is ownership in the firm. Riverbridge also has adopted a 401(k) Safe Harbor Plan that allows employees to contribute the maximum amount allowed by law. Generally, all employees are eligible to participate in the plan. Riverbridge matches annually the employee's contribution in an amount equal to 100% of the elective deferrals up to 3% of each employee's compensation, and an additional 50% on deferrals on the next 2% of each employee's compensation.

Sarofim & Co. The portfolio managers are compensated through (i) payment of a fixed annual salary and discretionary annual bonus that may be based on a number of factors, including fund performance, the performance of other accounts and the overall performance of Sarofim & Co. over various time frames, including one-year, two-year and three-year periods, and (ii) the possible issuance of stock options and incentive stock options. The fixed annual salary amounts and the discretionary annual bonus amounts constitute the largest component of the portfolio managers' compensation, and these amounts are determined annually through a comprehensive review process pursuant to which executive officers and the members of Sarofim & Co.'s board of directors review and consider the accomplishments and development of each portfolio manager, especially with respect to those client accounts involving the portfolio manager. A lesser component of the portfolio managers' compensation results from the possible issuance of stock options and incentive stock options. Portfolio managers are sometimes granted stock options and incentive stock options to acquire shares of the capital stock of The Sarofim Group, Inc., the ultimate corporate parent of Sarofim & Co. The decisions as to whether to issue such options and to whom the options are to

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be issued are made in conjunction with the annual salary and bonus review process, and the options are issued pursuant to a stock option plan adopted by The Sarofim Group, Inc. The options are not based on the particular performance or asset value of any particular client account or of all client accounts as a group, but rather the performance and accomplishments of the individual to whom the option is to be granted. There are various aspects of the review process that are designed to provide objectivity, but, in the final analysis, the evaluation is a subjective one that is based upon a collective overall assessment. There are, however, no specified formulas or benchmarks tied to the particular performance or asset value of any particular client account or of all client accounts as a group.

Standish. The portfolio managers' compensation is comprised primarily of a market-based salary and an incentive compensation plan (annual and long-term). Funding for the Standish Incentive Plan is through a pre-determined fixed percentage of overall company profitability. Therefore, all bonus awards are based initially on Standish's overall performance as opposed to the performance of a single product or group. All investment professionals are eligible to receive incentive awards. Cash awards are payable in the February month end pay of the following year. Most of the awards granted have some portion deferred for three years in the form of deferred cash, BNY Mellon equity, interests in investment vehicles (consisting of investments in a range of Standish products), or a combination of the above. Individual awards for portfolio managers are discretionary, based on both individual and multi-sector product risk adjusted performance relative to both benchmarks and peer comparisons over one year, three year and five year periods. Also considered in determining individual awards are team participation and general contributions to Standish. Individual objectives and goals are also established at the beginning of each calendar year and are taken into account. Portfolio managers whose compensation exceeds certain levels may elect to defer portions of their base salaries and/or incentive compensation pursuant to BNY Mellon's Elective Deferred Compensation Plan.

TBCAM.

Investment Professionals. With the exception of the most senior portfolio managers of TBCAM, investment professionals' cash compensation is comprised primarily of a market-based salary and incentive compensation, including both annual and long-term incentive awards. Annual cash and long-term incentive opportunities are pre-established for each individual based upon competitive industry compensation benchmarks. Incentive pools are distributed to the respective product teams (in the aggregate) based upon product performance relative to firm-wide financial performance. Further allocations are made to individual team members by the product portfolio manager based upon individual contribution, individual investment performance, and other qualitative factors.

Select Senior Portfolio Managers.Select senior portfolio managers participate in a more formal structured compensation plan. This plan is designed to compensate TBCAM's investment professionals for superior investment performance and business results. It is a two stage model: an opportunity range is determined based on the level of current business (assets under management, revenue) and an assessment of long-term business value (growth, retention, development). A significant portion of the opportunity awarded is structured and based upon the one-year, three-year and five-year (three-year and five-year weighted more heavily) pre-tax performance of a portfolio manager's accounts relative to the performance of the appropriate peer groups. Other factors considered in determining the award are individual qualitative performance based on discretionary factors (e.g., leadership, teamwork, etc.) and the asset size and revenue growth or retention of the products managed. In addition, awards for portfolio managers that manage alternative strategies are partially based on a portion of the fund's realized performance fee.

Incentive compensation awards are generally subject to management discretion and pool funding availability. Funding for The Boston Company Annual Incentive Plan and Long Term Retention Incentive Plan is through a pre-determined fixed percentage of overall TBCAM profitability. Awards are generally paid in cash on an annual basis, however many investment professionals receive a portion of their annual incentive award in deferred vehicles.

TS&W. For each portfolio manager, TS&W's compensation structure includes the following components: base salary, annual bonus, deferred profit sharing and the ability to participate in a voluntary income deferral plan.

Base Salary. Each portfolio manager is paid a fixed base salary, which varies among portfolio managers depending on the experience and responsibilities of the portfolio manager as well as the strength or weakness of the employment market at the time the portfolio manager is hired or upon any renewal period.

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Bonus. Each portfolio manager is eligible to receive an annual bonus. Targeted bonus amounts vary among portfolio managers based on the experience level and responsibilities of the portfolio manager. Bonus amounts are discretionary and tied to overall performance versus individual objectives. Performance versus peer groups and benchmarks are taken into consideration. For capacity constrained products, like small cap value, the small cap portfolio manager has an incentive program tied to the revenue generated in that product area.

Deferred Profit Sharing. All employees are eligible to receive annual profit sharing contributions under a qualified profit sharing plan, subject to IRS limitations. Discretionary contributions are made on an annual basis at the sole discretion of TS&W.

Deferred Compensation Plan. Portfolio managers meeting certain requirements also are eligible to participate in a voluntary, nonqualified deferred compensation plan that allows participants to defer a portion of their income on a pre-tax basis and potentially earn tax-deferred returns.

Equity Plan. Key employees may be awarded deferred TS&W equity grants. In addition, key employees may purchase TS&W equity directly.

Urdang. The portfolio managers' compensation is comprised of a market-based salary and incentive compensation, including both annual and long-term retention incentive awards. Portfolio managers' incentive opportunities are 100% discretionary and are pre-established for each individual based upon competitive industry compensation benchmarks.

In addition to annual incentives, portfolio managers also are eligible to participate in Urdang's Long Term Incentive Cash Award Plan. This plan provides for an annual award, payable to participants (generally senior level executives) 50% in deferred cash and 50% in BNY Mellon Restricted Stock. These awards have a three-year cliff vest, with the participant becoming 100% vested on the third anniversary of the grant date, provided the employee remains an employee of the company. The deferred cash portion is generally invested by Urdang in affiliated mutual funds.

Vulcan. Vulcan's compensation structure includes the following components: base salary, bonus based on contribution to the research process, retirement plan, medical benefits and substantial ownership in the firm.

Walter Scott. Compensation generally consists of base salary, bonus, and various long-term incentive compensation vehicles, if eligible. In addition, portfolio managers are eligible for the standard retirement benefits and health and welfare benefits available to all BNY Mellon employees and those of its affiliated sub-advisers.

In the case of portfolio managers responsible for managing a fund and managed accounts, the method used to determine their compensation is generally the same for all funds and investment accounts. A portfolio manager's base salary is determined by the portfolio manager's experience and performance in the role, taking into account BNY Mellon's analysis of current industry compensation norms and market data to ensure that the portfolio managers are paid a competitive base salary. A portfolio manager's base salary is generally a fixed amount that may change as a result of periodic reviews, upon assumption of new duties, or when a market adjustment of the position occurs.

A portfolio manager's bonus, which varies from year to year, is determined by a number of factors. One factor is gross, pre-tax performance of the fund(s) managed by the portfolio manager relative to expectations for how the fund(s) should have performed, given its/their objectives, policies, strategies and limitations, and the market environment during the measurement period. This performance factor is not based on the value of assets held in the portfolio(s) of the fund(s). For each fund, the performance factor depends on how the portfolio manager performs relative to the fund's benchmark and the fund's peer group, over one-year and three-year time periods. While the performance of other accounts managed by a portfolio manager is taken into consideration, because all accounts managed by the portfolio manager are managed in a similar manner, performance of the fund(s) managed by the portfolio manager is considered to be the most reliable proxy for a portfolio manager's overall performance. Additional factors include the portfolio manager's contributions to the investment management functions within his or her specialty, contributions to the development of other investment professionals and supporting staff, and overall contributions to strategic planning and decisions for the investment group. The bonus is paid on an annual basis.

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Walthausen. All members of Walthausen have common stock ownership in the firm. This is a founding principle of the firm, which Walthausen believes maximizes the alignment of goals for the firm and its clients. As the firm grows, Walthausen intends to expand ownership to new team members after an initial review period. Walthausen's compensation structure consists of base salary, bonus and profit sharing. Each member of the investment team receives a base salary which is commensurate with past experience and role within the firm. Bonuses are similarly awarded based on team performance and firm profitability. As the firm grows, Walthausen intends to allocate profits across ownership levels.

Certain Conflicts of Interest with Other Accounts

Portfolio managers may manage multiple accounts for a diverse client base, including mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, insurance companies and foundations), bank common trust accounts and wrap fee programs ("Other Accounts").

Potential conflicts of interest may arise because of an Adviser's or portfolio manager's management of a fund and Other Accounts. For example, conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities, as an Adviser may be perceived as causing accounts it manages to participate in an offering to increase the Adviser's overall allocation of securities in that offering, or to increase the Adviser's ability to participate in future offerings by the same underwriter or issuer. Allocations of bunched trades, particularly trade orders that were only partially filled due to limited availability, and allocation of investment opportunities generally, could raise a potential conflict of interest, as an Adviser may have an incentive to allocate securities that are expected to increase in value to preferred accounts. IPOs, in particular, are frequently of very limited availability. Conflicts of interest may also exist with respect to portfolio managers who also manage performance-based fee accounts, such as deciding which securities to allocate to a fund versus the performance-based fee account. Additionally, portfolio managers may be perceived to have a conflict of interest if there are a large number of Other Accounts, in addition to the fund, that they are managing on behalf of an Adviser. The Advisers periodically review each portfolio manager's overall responsibilities to ensure that he or she is able to allocate the necessary time and resources to effectively manage the fund. In addition, an Adviser could be viewed as having a conflict of interest to the extent that the Adviser or its affiliates and/or portfolio managers have a materially larger investment in Other Accounts than their investment in the fund.

Other Accounts may have investment objectives, strategies and risks that differ from those of the relevant fund. For these or other reasons, the portfolio managers may purchase different securities for the fund and the Other Accounts, and the performance of securities purchased for the fund may vary from the performance of securities purchased for Other Accounts. The portfolio managers may place transactions on behalf of Other Accounts that are directly or indirectly contrary to investment decisions made for the fund, which could have the potential to adversely impact the fund, depending on market conditions. In addition, if a fund's investment in an issuer is at a different level of the issuer's capital structure than an investment in the issuer by Other Accounts, in the event of credit deterioration of the issuer, there may be a conflict of interest between the fund's and such Other Accounts' investments in the issuer.

A potential conflict of interest may be perceived to arise if transactions in one account closely follow related transactions in another account, such as when a purchase increases the value of securities previously purchased by the other account, or when a sale in one account lowers the sale price received in a sale by a second account.

BNY Mellon and its affiliates, including the Manager, Sub-Advisers affiliated with the Manager and others involved in the management, sales, investment activities, business operations or distribution of the funds, are engaged in businesses and have interests other than that of managing the funds. These activities and interests include potential multiple advisory, transactional, financial and other interests in securities, instruments and companies that may be directly or indirectly purchased or sold by the funds or the funds' service providers, which may cause conflicts that could disadvantage the funds.

BNY Mellon and its affiliates may have deposit, loan and commercial banking or other relationships with the issuers of securities purchased by the funds. BNY Mellon has no obligation to provide to the Manager or the funds, or effect transaction on behalf of the funds in accordance with, any market or other information, analysis, or research in its possession. Consequently, BNY Mellon (including, but not limited to, BNY Mellon's central Risk Management Department) may have information that could be material to the management of the funds and may not share that

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information with relevant personnel of the Manager. Accordingly, the Manager has informed management of the funds that in making investment decisions it does not obtain or use material inside information that BNY Mellon or its affiliates may possess with respect to such issuers.

Code of Ethics. The funds, the Manager, the Sub-Advisers and the Distributor each have adopted a Code of Ethics that permits its personnel, subject to such respective Code of Ethics, to invest in securities, including securities that may be purchased or held by a fund. The Code of Ethics subjects the personal securities transactions of employees to various restrictions to ensure that such trading does not disadvantage any fund. In that regard, portfolio managers and other investment personnel employed by the Manager or an Affiliated Entity or a Sub-Adviser affiliated with the Manager must preclear and report their personal securities transactions and holdings, which are reviewed for compliance with the Code of Ethics and also are subject to the oversight of BNY Mellon's Investment Ethics Committee. Portfolio managers and other investment personnel may be permitted to purchase, sell or hold securities which also may be or are held in fund(s) they manage or for which they otherwise provide investment advice.

Distributor

The Distributor, a wholly-owned subsidiary of Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as each fund's distributor on a best efforts basis pursuant to an agreement, renewable annually, with the fund or the corporation or trust of which it is a part. The Distributor also serves as distributor for the other funds in the Dreyfus Family of Funds and BNY Mellon Funds Trust.

Depending on your fund's distribution arrangements and share classes offered, not all of the language below may be applicable to your fund (see the prospectus and "How to Buy Shares" in Part II of this SAI to determine your fund's arrangements and share classes).

The Distributor compensates from its own assets certain Service Agents for selling Class A shares subject to a CDSC and Class C shares at the time of purchase. The proceeds of the CDSCs and fees pursuant to a fund's 12b-1 Plan, in part, are used to defray the expenses incurred by the Distributor in connection with the sale of the applicable class of a fund's shares. The Distributor also may act as a Service Agent and retain sales loads and CDSCs and 12b-1 Plan fees. For purchases of Class A shares subject to a CDSC and Class C shares, the Distributor generally will pay Service Agents on new investments made through such Service Agents a commission of up to 1% of the NAV of such shares purchased by their clients.

The Distributor may pay Service Agents that have entered into agreements with the Distributor a fee based on the amount invested in fund shares through such Service Agents by employees participating in Retirement Plans, or other programs. Generally, the Distributor may pay such Service Agents a fee of up to 1% of the amount invested through the Service Agents. The Distributor, however, may pay Service Agents a higher fee and reserves the right to cease paying these fees at any time. The Distributor will pay such fees from its own funds, other than amounts received from a fund, including past profits or any other source available to it. Sponsors of such Retirement Plans or the participants therein should consult their Service Agent for more information regarding any such fee payable to the Service Agent.

Dreyfus or the Distributor may provide additional cash payments out of its own resources to financial intermediaries that sell shares of a fund or provide other services. Such payments are separate from any sales charges, 12b-1 fees and/or shareholder services fees or other expenses paid by the fund to those intermediaries. Because those payments are not made by you or the fund, the fund's total expense ratio will not be affected by any such payments. These additional payments may be made to Service Agents, including affiliates, that provide shareholder servicing, sub-administration, recordkeeping and/or sub-transfer agency services, marketing support and/or access to sales meetings, sales representatives and management representatives of the Service Agent. Cash compensation also may be paid from Dreyfus' or the Distributor's own resources to Service Agents for inclusion of a fund on a sales list, including a preferred or select sales list or in other sales programs. These payments sometimes are referred to as "revenue sharing." From time to time, Dreyfus or the Distributor also may provide cash or non-cash compensation to Service Agents in the form of: occasional gifts; occasional meals, tickets or other entertainment; support for due diligence trips; educational conference sponsorships; support for recognition programs; technology or infrastructure support; and other forms of cash or non-cash compensation permissible under broker-dealer regulations. In some cases, these payments or compensation may create an incentive for a Service Agent to recommend or sell shares of a fund to you. In addition, the Distributor may provide additional and differing compensation from its own assets to

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certain of its employees who promote the sale of select funds to certain Service Agents, who in turn may recommend such funds to their clients. In some cases, these payments may create an incentive for the employees of the Distributor to promote a fund for which the Distributor provides a higher level of compensation. Please contact your Service Agent for details about any payments it may receive in connection with the sale of fund shares or the provision of services to a fund.

Transfer and Dividend Disbursing Agent and Custodian

The Transfer Agent, a wholly-owned subsidiary of Dreyfus, located at 200 Park Avenue, New York, New York 10166, is each fund's transfer and dividend disbursing agent. Pursuant to a transfer agency agreement with the funds, the Transfer Agent arranges for the maintenance of shareholder account records for the funds, the handling of certain communications between shareholders and the funds and the payment of dividends and distributions payable by the funds. For these services, the Transfer Agent receives a monthly fee computed on the basis of the number of shareholder accounts it maintains for each fund during the month, and is reimbursed for certain out-of-pocket expenses. The funds, other than the Index Funds, also may make payments to certain financial intermediaries, including affiliates, who provide sub-administration, recordkeeping and/or sub-transfer agency services to beneficial owners of fund shares.

The Custodian, an affiliate of the Manager, located at One Wall Street, New York, New York 10286, serves as custodian for the investments of the funds. The Custodian has no part in determining the investment policies of the funds or which securities are to be purchased or sold by the funds. Pursuant to a custody agreement applicable to each fund, the Custodian holds each fund's securities and keeps all necessary accounts and records. For its custody services, the Custodian receives a monthly fee based on the market value of each fund's assets held in custody and receives certain securities transaction charges.

DETERMINATION OF NAV

See the prospectus and "Investments, Investment Techniques and Risks" in Part II of this SAI to determine which sections of the discussion below apply to your fund.

Valuation of Portfolio Securities (funds other than money market funds)

A fund's equity securities, including option contracts (but not including investments in other open-end registered investment companies), generally are valued at the last sale price on the day of valuation on the securities exchange or national securities market on which such securities primarily are traded. Securities listed on NASDAQ markets generally will be valued at the official closing price. If there are no transactions in a security, or no official closing prices for a NASDAQ market-listed security on that day, the security will be valued at the average of the most recent bid and asked prices. Bid price is used when no asked price is available. Open short positions for which there is no sale price on a given day are valued at the lowest asked price. Investments in other open-end investment companies are valued at their reported NAVs each day, except that shares of ETFs generally are valued at the last sale price on the day of valuation on the securities exchange on which the shares are primarily traded.

Substantially all of a fund's debt securities and instruments, including interest rate, credit default and total return swaps and options thereon, are valued by one or more independent pricing services (the "Service") approved by the board. When, in the judgment of the Service, quoted bid prices for investments are readily available and are representative of the bid side of the market, these investments are valued at the mean between the quoted bid prices (as obtained by the Service from dealers in such securities) and asked prices (as calculated by the Service based upon its evaluation of the market for such securities). The value of other debt securities and instruments is determined by the Service based on methods which include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions. The Service's procedures are reviewed by fund officers under the general supervision of the board. Overnight and certain other short-term debt securities and instruments (excluding Treasury bills) will be valued by the amortized cost method, which approximates value, unless a Service provides a valuation for such security or, in the opinion of the board or a committee or other persons designated by the board, the amortized cost method would not represent fair value.

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Market quotations of foreign securities in foreign currencies and any fund assets or liabilities initially expressed in terms of foreign currency are translated into U.S. dollars at the spot rate, and foreign currency forward contracts are valued at the forward rate obtained from a Service approved by the board. If a fund has to obtain prices as of the close of trading on various exchanges throughout the world, the calculation of the fund's NAV may not take place contemporaneously with the determination of prices of certain of the fund's portfolio securities. Fair value of foreign equity securities may be determined with the assistance of a pricing service using correlations between the movement of prices of foreign securities and indexes of domestic securities and other appropriate indicators, such as closing market prices of relevant ADRs and futures contracts. The valuation of a security based on this fair value process may differ from the security's most recent closing price and from the prices used by other mutual funds to calculate their NAVs. Foreign securities held by a fund may trade on days that the fund is not open for business, thus affecting the value of the fund's assets on days when fund investors have no access to the fund.

Generally, over-the-counter option contracts will be valued by the Service at the average of the most recent bid and asked quotations obtained from the Service. Futures contracts will be valued at the most recent settlement price. Restricted securities, as well as securities or other assets for which recent market quotations or official closing prices are not readily available or are determined by a fund not to reflect accurately fair value (such as when the value of a security has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market) but before the fund calculates its NAV), or which are not valued by the Service, are valued at fair value as determined in good faith based on procedures approved by the board. Fair value of investments may be determined by the board or its pricing committee or the fund's valuation committee using such information as it deems appropriate. The factors that may be considered when fair valuing a security include fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. The valuation of a security based on fair value procedures may differ from the prices used by other mutual funds to calculate their NAVs.

Valuation of Portfolio Securities (money market funds only)

In the case of a money market fund that uses amortized cost pricing to value its portfolio securities, the valuation of the fund's portfolio securities is based upon their amortized cost which does not take into account unrealized gains or losses. This involves valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument. While this method provides certainty in valuation, it may result in periods during which value, as determined by amortized cost, is higher or lower than the price the fund would receive if it sold the instrument. Boards overseeing money market funds have established, as a particular responsibility within the overall duty of care owed to fund investors, procedures reasonably designed to stabilize the funds' price per share as computed for the purpose of purchases and redemptions at $1.00. Such procedures include review of the funds' portfolio holdings by the board, at such intervals as it may deem appropriate, to determine whether the funds' NAV calculated by using available market quotations or market equivalents (including valuations obtained from a Service) deviates from $1.00 per share based on amortized cost. Other investments and assets will be valued at fair value as determined in good faith by the board.

Calculation of NAV

Fund shares are sold on a continuous basis. Except as otherwise described in the prospectus, NAV per share of each fund and each class of a Multi-Class Fund is determined as of the close of trading on the floor of the NYSE (usually 4:00 p.m., Eastern time) on each day the NYSE is open for regular business. For purposes of determining NAV, certain options and futures contracts may be valued 15 minutes after the close of trading on the floor of the NYSE. The NAV per share of a fund is computed by dividing the value of the fund's net assets (i.e., the value of its assets less liabilities) by the total number of shares of such fund outstanding.

Fund expenses and fees, including management fees and fees pursuant to Plans (reduced by the fund's expense limitation, if any), are accrued daily and taken into account for the purpose of determining the NAV of a fund's shares. For funds with more than one class of shares, because of the differences in operating expenses incurred by each class of shares of a fund, the per share NAV of each class of shares of the fund will differ. The NAV of each class of a fund with more than one class of shares is computed by dividing the value of the fund's net assets

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represented by such class (i.e., the value of its assets less liabilities) by the total number of shares of such class outstanding.

Expense Allocations

Except as may be otherwise described in "Certain Expense Arrangements and Other Disclosures" in Part II of this SAI, all expenses incurred in the operation of the series of a fund company are borne by the fund company. Expenses attributable to a particular series of a fund company are charged against the assets of that series; other expenses of the fund company are allocated among the series on the basis determined by the board, including, but not limited to, proportionately in relation to the net assets of each series. In addition, each class of shares of a fund with more than one class bears any class specific expenses allocated to such class, such as expenses related to the distribution and/or shareholder servicing of such class.

NYSE and Transfer Agent Closings

The holidays (as observed) on which both the NYSE and the Transfer Agent are closed currently are: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas. In addition, the NYSE is closed on Good Friday.

ADDITIONAL INFORMATION ABOUT DIVIDENDS AND DISTRIBUTIONS

Dividends automatically are reinvested in additional shares of the fund from which they were paid at NAV without a sales load (if applicable), or, at your option, paid in cash. If a fund investor elects to receive dividends and distributions in cash, and the investor's dividend or distribution check is returned to the fund as undeliverable or remains uncashed for six months, the fund reserves the right to reinvest such dividends or distributions and all future dividends and distributions payable to you in additional fund shares at NAV. No interest will accrue on amounts represented by uncashed distribution or redemption checks.

For a fund that declares dividends each business day, if you redeem all shares in your account at any time during a month, all dividends to which you are entitled will be paid to you along with the proceeds of the redemption. If an omnibus accountholder indicates in a partial redemption request that a portion of any accrued dividends to which such account is entitled belongs to an underlying accountholder who has redeemed all shares in his or her account, such portion of the accrued dividends will be paid to the omnibus accountholder along with the proceeds of the redemption.

Dividends and distributions among share classes in the same fund may vary due to the different expenses of such share classes.

Funds Other Than Money Market Funds

Any dividend or distribution paid shortly after an investor's purchase of fund shares may have the effect of reducing the aggregate NAV of the shares below the cost of the investment. Such a dividend or distribution would be a return of capital in an economic sense, although taxable as stated in the prospectus and this SAI. In addition, the Code provides that if a shareholder holds shares of a fund for six months or less and has (or is deemed to have) received a capital gain distribution with respect to such shares, any loss incurred on the sale of such shares will be treated as long-term capital loss to the extent of the capital gain distribution received or deemed to have been received. The Code further provides that if a shareholder holds shares of a municipal or other tax-exempt fund for six months or less and has received an exempt-interest dividend with respect to such shares, any loss incurred on the sale of such shares generally will be disallowed to the extent of the exempt-interest dividend received.

A fund may make distributions on a more frequent basis than is described in its prospectus to comply with the distribution requirements of the Code, in all events in a manner consistent with the provisions of the 1940 Act. A fund may not make distributions from net realized securities gains unless capital loss carryovers, if any, have been utilized or have expired.

For a bond fund that declares dividends daily (see Part II of this SAI under "Dividends and Distributions"), dividends accrue beginning one day after the date of purchase and through the date a redemption is effective. When determining a fund's dividend rate on a weekend or holiday, the fund will use the dividend rate on the business day

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following the weekend or holiday. All expenses are accrued daily and deducted before declaration of dividends to shareholders.

Money Market Funds

Dividends accrue beginning on the date of purchase (provided purchase payments are received by wire prior to the time as of which the fund calculates its NAV on such day (as described in the prospectus)) and through the day prior to the date a redemption is effective. A fund's earnings for Saturdays, Sundays and holidays are declared as dividends on the preceding business day. Dividends usually are paid on the last calendar day of each month. All expenses are accrued daily and deducted before declaration of dividends to shareholders.

Dividends from net realized short-term capital gains, if any, generally are declared and paid once a year, but the funds may make distributions on a more frequent basis to comply with the distribution requirements of the Code, in all events in a manner consistent with the provisions of the 1940 Act. A fund will not make distributions from net realized capital gains unless capital loss carryovers, if any, have been utilized or have expired. The funds do not expect to realize any long-term capital gains or losses.

TAXATION

See the prospectus and "Investment Policies and Restrictions" in Part II of this SAI to determine which sections of the discussion below apply to your funds.

The following is only a general summary of some of the important federal income tax considerations generally affecting the funds and their shareholders. No attempt is made to present a complete explanation of the federal tax treatment of the funds' activities or, except to the extent specifically addressed herein, to discuss state and local tax matters affecting the funds or their shareholders. Shareholders are urged to consult their own tax advisors for more detailed information concerning the tax implications of investments in the funds.

Taxation of the Funds

Each fund intends to qualify for treatment as a regulated investment company ("RIC") under Subchapter M of the Code and intends to continue to so qualify if such qualification is in the best interests of its shareholders. As a RIC, a fund will pay no federal income tax on its net investment income and net realized capital gains to the extent that such income and gains are distributed to shareholders in accordance with applicable provisions of the Code. To qualify as a RIC, a fund must, among other things: (a) derive in each taxable year (the "gross income test") at least 90% of its gross income from (i) dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of stocks, securities or foreign currencies or other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stocks, securities or currencies, and (ii) net income from interests in "qualified publicly traded partnerships" ("QPTPs," as defined below); (b) diversify its holdings (the "asset diversification test") so that, at the end of each quarter of the taxable year, (i) at least 50% of the market value of the fund's assets is represented by cash and cash items (including receivables), U.S. Government securities, the securities of other RICs and other securities, with such other securities of any one issuer limited for the purposes of this calculation to an amount not greater than 5% of the value of the fund's total assets and not greater than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its total assets is invested in the securities (other than U.S. Government securities or the securities of other RICs) of a single issuer, two or more issuers that the fund controls and that are engaged in the same, similar or related trades or businesses or one or more QPTPs; and (c) distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (determined without regard to the dividends paid deduction) and net tax-exempt interest income, if any, for such year.

In general, for purposes of the gross income test described above, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized by a RIC. However, as noted above, 100% of the net income derived from an interest in a QPTP is qualifying income for purposes of the gross income test. A QPTP is defined as a partnership (i) interests in which are traded on an established securities market or readily tradable on a secondary market or the substantial equivalent thereof and (ii) that derives at least 90% of its gross income from certain enumerated passive income sources described in Code section 7704(d), but does not include a partnership that derives 90% of its gross

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income from sources described in Code section 851(b)(2)(A). Although income from a QPTP is qualifying income for purposes of the gross income test, investment in QPTPs cannot exceed 25% of a fund's assets.

Gains from foreign currencies (including foreign currency options, foreign currency swaps, foreign currency futures and foreign currency forward contracts) currently constitute qualifying income for purposes of the gross income test. However, the Treasury has the authority to issue regulations (possibly with retroactive effect) treating a RIC's foreign currency gains as non-qualifying income for purposes of the gross income test to the extent that such income is not directly related to the RIC's principal business of investing in stock or securities.

A RIC that fails the gross income test for a taxable year shall nevertheless be considered to have satisfied the test for such year if (i) the RIC satisfies certain procedural requirements, and (ii) the RIC's failure to satisfy the gross income test is due to reasonable cause and not due to willful neglect. However, in such case, a tax is imposed on the RIC for the taxable year in which, absent the application of the above cure provision, it would have failed the gross income test equal to the amount by which (x) the RIC's non-qualifying gross income exceeds (y) one-ninth of the RIC's qualifying gross income, each as determined for purposes of applying the gross income test for such year.

A RIC that fails the asset diversification test as of the end of a quarter shall nevertheless be considered to have satisfied the test as of the end of such quarter in the following circumstances. If the RIC's failure to satisfy the asset diversification test at the end of the quarter is due to the ownership of assets the total value of which does not exceed the lesser of (i) one percent of the total value of the RIC's assets at the end of such quarter and (ii) $10,000,000 (a "de minimis failure"), the RIC shall be considered to have satisfied the asset diversification test as of the end of such quarter if, within six months of the last day of the quarter in which the RIC identifies that it failed the asset diversification test (or such other prescribed time period), the RIC either disposes of assets in order to satisfy the asset diversification test, or otherwise satisfies the asset diversification test.

In the case of a failure to satisfy the asset diversification test at the end of a quarter under circumstances that do not constitute a de minimis failure, a RIC shall nevertheless be considered to have satisfied the asset diversification test as of the end of such quarter if (i) the RIC satisfies certain procedural requirements; (ii) the RIC's failure to satisfy the asset diversification test is due to reasonable cause and not due to willful neglect; and (iii) within six months of the last day of the quarter in which the RIC identifies that it failed the asset diversification test (or such other prescribed time period), the RIC either disposes of the assets that caused the asset diversification failure, or otherwise satisfies the asset diversification test. However, in such case, a tax is imposed on the RIC, at the highest prescribed corporate income tax rate, on the net income generated by the assets that caused the RIC to fail the asset diversification test during the period for which the asset diversification test was not met. In all events, however, such tax will not be less than $50,000.

If a fund were to fail to qualify as a RIC in any taxable year, the fund would be subject to tax on its taxable income at corporate rates, and all distributions from current or accumulated earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would be taxable to shareholders as ordinary income. Some portions of such distributions may be eligible for the dividends received deduction in the case of corporate shareholders and may be eligible for a preferential maximum tax rate in respect of "qualified dividends" in the case of shareholders taxed as individuals, provided in both cases, the shareholder meets certain holding period and other requirements in respect of the fund's shares (as described below). In addition, a fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a RIC that is accorded special tax treatment.

A nondeductible excise tax at a rate of 4% will be imposed on the excess, if any, of a fund's "required distribution" over its actual distributions in any calendar year. Generally, the required distribution is 98% of a fund's ordinary income for the calendar year plus 98.2% of its capital gain net income, determined under prescribed rules for this purpose, recognized during the one-year period ending on October 31^st of such year (or December 31^st of that year if the fund is permitted to so elect and so elects) plus undistributed amounts from prior years. Each fund generally intends to make distributions sufficient to avoid imposition of the excise tax, although there can be no assurance that it will be able to do so.

Although in general the passive loss rules of the Code do not apply to RICs, such rules do apply to a RIC with respect to items attributable to an interest in a QPTP. A fund's investments in partnerships, including in QPTPs, may result in a fund being subject to state, local or foreign income, franchise or withholding tax liabilities.

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Taxation of Fund Distributions (Funds Other Than Municipal or Other Tax-Exempt Funds)

For federal income tax purposes, distributions of investment income generally are taxable as ordinary income to the extent of the distributing fund's earnings and profits, regardless of whether you receive your distributions in cash or have them reinvested in additional fund shares. Taxes on distributions of capital gains are determined by how long a fund owned the investments that generated them, rather than how long a shareholder has owned his or her shares. In general, a fund will recognize long-term capital gain or loss on assets it has owned (or is deemed to have owned) for more than one year, and short-term capital gain or loss on investments it has owned (or is deemed to have owned) for one year or less. Distributions of "net capital gain," that is, the excess of net long-term capital gains over net short-term capital losses, that are properly characterized by the fund as capital gain dividends ("capital gain dividends") will generally be taxable to a shareholder receiving such distributions as long-term capital gain. Long-term capital gains are generally taxable to individuals at a maximum rate of 20%, with lower rates potentially applicable to taxpayers depending on their income levels. These rates may increase depending on whether legislation is or has been enacted, and, if so, in what form. Distributions of net short-term capital gains that exceed net long-term capital losses will generally be taxable as ordinary income. The determination of whether a distribution is from capital gains is generally made taking into account available net capital loss carryforwards, if any. If a RIC has a "net capital loss" (that is, capital losses in excess of capital gains) for a taxable year, that portion of the RIC's net capital loss consisting of the excess (if any) of the RIC's net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the RIC's next taxable year, and that portion of the RIC's net capital loss consisting of the excess (if any) of the RIC's net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the RIC's next taxable year. Any such capital losses of a RIC may be carried forward to succeeding taxable years of the RIC without limitation. Net capital loss carryforwards of a RIC arising in taxable years of the RIC beginning on or before December 22, 2010 (the date of enactment of the Regulated Investment Company Modernization Act of 2010) may be applied against any net realized capital gains of the RIC in each succeeding year, or until their respective expiration dates, whichever is first.

Distributions are taxable to shareholders even if they are paid from income or gains earned by a fund before a shareholder's investment (and thus were included in the price the shareholder paid for his or her shares). Distributions are taxable regardless of whether shareholders receive them in cash or in additional shares. Distributions declared and payable by a fund during October, November or December to shareholders of record on a date in any such month and paid by the fund during the following January generally will be treated for federal tax purposes as paid by the fund and received by shareholders on December 31^st of the year in which the distributions are declared rather than the calendar year in which they are received.

A fund may elect to retain its net capital gain or a portion thereof for investment and be taxed at corporate rates on the amount retained. In such case, the fund may designate its retained amount as undistributed capital gains in a notice to its shareholders who will be treated as if each received a distribution of his or her pro rata share of such gain, with the result that each shareholder in the fund will (i) be required to report his or her pro rata share of such gain on his or her tax return as long-term capital gain, (ii) receive a refundable tax credit for his or her pro rata share of the tax paid by the fund on the gain and (iii) increase the tax basis for his or her shares in the fund by an amount equal to the deemed distribution less the tax credit.

In general, dividends (other than capital gain dividends) paid by a fund to U.S. individual shareholders may be eligible for preferential tax rates applicable to long-term capital gain to the extent that the fund's income consists of dividends paid by U.S. corporations and certain "qualified foreign corporations" on shares that have been held by the fund for at least 61 days during the 121-day period commencing 60 days before the shares become ex-dividend. Dividends paid on shares held by a fund will not be taken into account in determining the applicability of the preferential maximum tax rate to the extent that the fund is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Dividends paid by REITs are not generally eligible for the preferential maximum tax rate. Further, a "qualified foreign corporation" does not include any foreign corporation, which for its taxable year in which its dividend was paid, or the preceding taxable year, is a passive foreign investment company ("PFIC," discussed below). In order to be eligible for the preferential rate, the shareholder in the fund must have held his or her shares in the fund for at least 61 days during the 121-day period commencing 60 days before the fund shares become ex-dividend. Additional restrictions on a shareholder's qualification for the preferential rate may apply.

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In general, dividends (other than capital gain dividends) paid by a fund to U.S. corporate shareholders may be eligible for the dividends received deduction to the extent that the fund's income consists of dividends paid by U.S. corporations (other than REITs) on shares that have been held by the fund for at least 46 days during the 91-day period commencing 45 days before the shares become ex-dividend. Dividends paid on shares held by a fund will not be taken into account for this purpose if the stock on which the dividend is paid is considered to be "debt-financed" (generally, acquired with borrowed funds), or to the extent that the fund is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Moreover, the dividend received deduction may be disallowed or reduced if the corporate shareholder fails to satisfy the foregoing holding period and other requirements with respect to its shares of the fund or by application of the Code.

If a fund makes a distribution that is or is considered to be in excess of its current and accumulated "earnings and profits" for the relevant period, the excess distribution will be treated as a return of capital to the extent of a shareholder's tax basis in his or her shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces a shareholder's basis in his or her shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of such shares.

For taxable years beginning after December 31, 2012, an additional 3.8% Medicare tax will be imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a RIC and net gains from redemptions or other taxable dispositions of RIC shares) of U.S. individuals, estates and trusts. The tax applies to the lesser of (i) such net investment income (or, in the case of an estate or trust, its undistributed net investment income), and (ii) the excess, if any, of such person's "modified adjusted gross income" (or, in the case of an estate or trust, its "adjusted gross income") over a threshold amount.

Sale, Exchange or Redemption of Shares

A sale, exchange or redemption of shares in a fund will give rise to a gain or loss. Any gain or loss realized upon a taxable disposition of shares will be treated as long-term capital gain or loss if the shares have been held for more than 12 months. Otherwise, the gain or loss on the taxable disposition of fund shares will be treated as short-term capital gain or loss.

However, any loss realized upon a taxable disposition of fund shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any capital gain dividends received (or deemed received) by the shareholder with respect to the shares. Further, all or a portion of any loss realized upon a taxable disposition of fund shares will be disallowed if other substantially identical shares of the fund are purchased (including by means of a dividend reinvestment plan) within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.

As discussed below under "Funds Investing in Municipal Securities," any loss realized upon a taxable disposition of shares in a municipal or other tax-exempt fund that have been held for six months or less will be disallowed to the extent of any exempt-interest dividends received (or deemed received) by the shareholder with respect to the shares. This loss disallowance rule, however, does not apply with respect to a regular dividend paid by a RIC which declares exempt-interest dividends on a daily basis in an amount equal to at least 90% of its net tax-exempt interest and distributes such dividends on a monthly or more frequent basis.

Generally, if a shareholder sells or redeems shares of a fund within 90 days of their original acquisition, the shareholder cannot claim a loss on the original shares attributable to the amount of their load charge if the load charge is reduced or waived on a future purchase of shares of any fund (on account of the prior load charge), but instead is required to reduce the basis of the original shares by the amount of their load charge and carry over that amount to increase the basis of the newly acquired fund shares. This rule applies only if the acquisition of the new fund shares occurs on or before January 31 of the calendar year following the year in which the original shares were sold or redeemed.

If a shareholder recognizes a loss with respect to a fund's shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may extend the current

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exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer's treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of the applicable regulations in light of their individual circumstances.

The funds (or their administrative agent) are required to report to the IRS and furnish to fund shareholders the cost basis information and holding period for fund shares purchased on or after January 1, 2012, and redeemed on or after that date. The funds will permit fund shareholders to elect from among several IRS-accepted cost basis methods, including average cost. In the absence of an election by a shareholder, the funds will use the average cost method with respect to that shareholder. The cost basis method a shareholder elects may not be changed with respect to a redemption of shares after the settlement date of the redemption. Fund shareholders should consult with their tax advisors to determine the best IRS-accepted cost basis method for their tax situation and to obtain more information about how the new cost basis reporting rules apply to them.

PFICs

Funds that invest in foreign securities may own shares in certain foreign entities that are treated as PFICs for U.S. federal income tax purposes. A fund that owns shares of a PFIC may be subject to U.S. federal income tax (including interest charges) on distributions received from the PFIC or gains from a disposition of shares in the PFIC. To avoid this treatment, each fund owning PFIC shares may make an election to mark the gains (and to a limited extent losses) in a PFIC "to market" as though it had sold and repurchased its holdings in the PFIC on the last day of the fund's taxable year. Such gains and losses are treated as ordinary income and loss. Alternatively, a fund may in certain cases elect to treat a PFIC as a "qualified electing fund" (a "QEF"), in which case the fund will be required to include in its income annually its share of the QEF's income and net capital gains, regardless of whether the fund receives any distribution from the QEF. If the QEF incurs a loss for a taxable year, the loss will not pass through to the fund and, accordingly, cannot offset other income and/or gains of the fund. A fund may not be able to make the QEF election with respect to many PFICs because of certain requirements that the PFICs would have to satisfy.

The mark-to-market and QEF elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by a fund to avoid taxation. Making either of these elections therefore may require a fund to liquidate investments (including when it is not advantageous to do so) to meet its distribution requirements, which also may accelerate the recognition of gain and affect the fund's total return. Dividends paid by PFICs generally will not be eligible to be treated as qualified dividend income.

Non-U.S. Taxes

Investment income that may be received by a fund from sources within foreign countries may be subject to foreign withholding and other taxes. Tax treaties between the United States and certain countries may reduce or eliminate such taxes. If more than 50% of the value of a fund's total assets at the close of its taxable year consists of stock or securities of foreign corporations, or if at least 50% of the value of a fund's total assets at the close of each quarter of its taxable year is represented by interests in other RICs (as is the case for a Fund of Funds), that fund may elect to "pass through" to its shareholders the amount of foreign taxes paid or deemed paid by that fund. If that fund so elects, each of its shareholders would be required to include in gross income, even though not actually received, his or her pro rata share of the foreign taxes paid or deemed paid by that fund, but would be treated as having paid his or her pro rata share of such foreign taxes and would therefore be allowed to either deduct such amount in computing taxable income or use such amount (subject to various Code limitations) as a foreign tax credit against federal income tax (but not both). For purposes of the foreign tax credit limitation rules of the Code, each shareholder would treat as foreign source income his or her pro rata share of such foreign taxes plus the portion of dividends received from the fund representing income derived from foreign sources. No deduction for foreign taxes could be claimed by an individual shareholder who does not itemize deductions. In certain circumstances, a shareholder that (i) has held shares of the fund for less than a specified minimum period during which it is not protected from risk of loss or (ii) is obligated to make payments related to the dividends will not be allowed a foreign tax credit for foreign taxes deemed imposed on dividends paid on such shares. Additionally, the fund must also meet this holding period requirement with respect to its foreign stocks and securities in order for "creditable" taxes to flow-through. Each shareholder should consult his or her own tax advisor regarding the potential application of foreign tax credits.

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Foreign Currency Transactions

Gains or losses attributable to fluctuations in exchange rates between the time a fund accrues income or receivables or expenses or other liabilities denominated in a foreign currency and the time that fund actually collects such income or receivables or pays such liabilities are generally treated as ordinary income or loss. Similarly, gains or losses on foreign currency forward contracts and the disposition of debt securities denominated in a foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, also are treated as ordinary income or loss.

Financial Products

A fund's investments in options, futures contracts, forward contracts, swaps and derivatives, as well as any of its other hedging, short sale or similar transactions, may be subject to one or more special tax rules (including notional principal contract, constructive sale, straddle, wash sale, short sale and other rules), the effect of which may be to accelerate income to the fund (including, potentially, without a corresponding receipt of cash with which to make required distributions), defer fund losses, cause adjustments in the holding periods of fund securities, convert capital gains into ordinary income, render dividends that would otherwise be eligible for the dividends received deduction or preferential rates of taxation ineligible for such treatment, convert long-term capital gains into short-term capital gains and convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of distributions to shareholders of a fund. In addition, because the tax rules applicable to derivative financial instruments are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a fund has made sufficient distributions, and otherwise satisfied the applicable requirements, to maintain its qualification as a RIC and avoid fund-level taxation.

Payments with Respect to Securities Loans

A fund's participation in loans of securities may affect the amount, timing and character of distributions to shareholders. With respect to any security subject to a securities loan, any (i) amounts received by a fund in place of dividends earned on the security during the period that such security was not directly held by a fund may not give rise to qualified dividend income and (ii) withholding taxes accrued on dividends during the period that such security was not directly held by a fund will not qualify as a foreign tax paid by such fund and therefore cannot be passed through to shareholders even if the fund meets the requirements described in "Non-U.S. Taxes," above.

Securities Issued or Purchased at a Discount and Payment-in-Kind Securities

A fund's investments, if any, in securities issued or purchased at a discount, as well as certain other securities (including zero coupon obligations and certain redeemable preferred stock), may require the fund to accrue and distribute income not yet received. Similarly, a fund's investment in payment-in-kind securities will give rise to income which is required to be distributed even though the fund receives no payment in cash on the security during the year. In order to generate sufficient cash to make its requisite distributions, a fund may be required to borrow money or sell securities in its portfolio that it otherwise would have continued to hold.

Inflation-Indexed Treasury Securities

The taxation of inflation-indexed Treasury securities is similar to the taxation of conventional bonds. Both interest payments and the difference between original principal and the inflation-adjusted principal generally will be treated as interest or original issue discount income subject to taxation. Interest payments generally are taxable when received or accrued. The inflation adjustment to the principal generally is subject to tax in the year the adjustment is made, not at maturity of the security when the cash from the repayment of principal is received. Accordingly, as in the case of securities issued or purchased at a discount and zero coupon obligations, a fund's investments in inflation-indexed Treasury securities may require the fund to accrue and distribute income not yet received. Decreases in the indexed principal in a given year generally (i) will reduce the amount of interest income otherwise includible in income for that year in respect of the Treasury security, (ii) to the extent not treated as an offset to current income under (i), will constitute an ordinary loss to the extent of prior year inclusions of interest, original issue discount and market discount in respect of the security that exceed ordinary losses in respect of the security in such prior years, and (iii) to the extent not treated as an offset to current income under (i) or an ordinary loss under

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(ii), can be carried forward as an ordinary loss to reduce interest, original issue discount and market discount in respect of the security in subsequent taxable years. If inflation-indexed Treasury securities are sold prior to maturity, capital losses or gains generally are realized in the same manner as traditional debt instruments. Special rules apply in respect of inflation-indexed Treasury securities issued with more than a prescribed de minimis amount of discount or premium.

Certain Higher-Risk and High Yield Securities

Certain funds may invest in lower-quality fixed-income securities, including debt obligations of issuers not currently paying interest or that are in default. Investments in debt obligations that are at risk of or are in default present special tax issues for a fund. Tax rules are not entirely clear on the treatment of such debt obligations, including as to whether and to what extent a fund should recognize market discount on such a debt obligation, when a fund may cease to accrue interest, original issue discount or market discount, when and to what extent a fund may take deductions for bad debts or worthless securities and how a fund shall allocate payments received on obligations in default between principal and interest. These and other related issues would be addressed by each fund if it invests in such securities as part of the fund's efforts to ensure that it distributes sufficient income to preserve its status as a RIC and does not become subject to U.S. federal income or excise tax.

Funds Investing in Municipal Securities (Municipal or Other Tax-Exempt Funds)

It is anticipated that substantially all of the ordinary dividends to be paid by municipal or other tax-exempt funds that invest substantially all of their assets in U.S. municipal securities will constitute "exempt-interest dividends." Such exempt-interest dividends will be exempt from federal income taxes. It is possible, however, that a portion of the income dividends from such funds will not be exempt from federal income taxes. Municipal or other tax-exempt funds may realize capital gains from the sale or other disposition of municipal securities or other securities. Distributions by such funds of capital gains will be treated in the same manner as capital gains as described under "Taxation of Fund Distributions." Recipients of Social Security and/or certain railroad retirement benefits who receive dividends from municipal bond or other tax-exempt funds may have to pay taxes on a portion of their benefits. Shareholders will receive a Form 1099-DIV, Form 1099-INT or other IRS forms, as required, reporting the taxability of all dividends. Certain municipal or other tax-exempt funds may invest in municipal securities the income from which is subject to AMT. Such funds will advise shareholders of the percentage of dividends, if any, which should be included in the computation of AMT.

Because the ordinary dividends of municipal or other tax-exempt funds are expected to be exempt-interest dividends, any interest on money a shareholder of such a fund borrows that is directly or indirectly used to purchase shares in the fund will not be deductible. Further, entities or persons that are "substantial users" (or persons related to "substantial users") of facilities financed by private activity bonds or industrial development bonds should consult their tax advisors before purchasing shares of these funds. The income from such bonds may not be tax-exempt for such substantial users. There also may be collateral federal income tax consequences regarding the receipt of exempt-interest dividends by shareholders such as S corporations, financial institutions and property and casualty insurance companies. A shareholder falling into any such category should consult its tax advisor concerning its investment in a fund that is intended to generate exempt-interest dividends.

As a general rule, any loss realized upon a taxable disposition of shares in a municipal or other tax-exempt fund that have been held for six months or less will be disallowed to the extent of any exempt-interest dividends received (or deemed received) by the shareholder with respect to the shares. This loss disallowance rule, however, does not apply with respect to a regular dividend paid by a RIC which declares exempt-interest dividends on a daily basis in an amount equal to at least 90% of its net tax-exempt interest and distributes such dividends on a monthly or more frequent basis.

If at least 50% of the value of a fund's total assets at the close of each quarter of its taxable year is represented by interests in other RICs (such as a Fund of Funds), the fund may pass through to its shareholders its exempt interest income in the form of dividends that are exempt from federal income tax.

Proposals have been and may be introduced before Congress that would restrict or eliminate the federal income tax exemption of interest on municipal securities. If such a proposal were enacted, the availability of such securities for

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investment by a fund that would otherwise invest in tax-exempt securities and the value of such a fund's portfolio would be affected. In that event, such a fund would reevaluate its investment objective and policies.

The treatment under state and local tax law of dividends from a fund that invests in municipal securities may differ from the federal income tax treatment of such dividends under the Code.

Investing in Mortgage Entities

Special tax rules may apply to the investments by a fund in entities which invest in or finance mortgage debt. Such investments include residual interests in REMICs and interests in a REIT which qualifies as a taxable mortgage pool under the Code or has a qualified REIT subsidiary that is a taxable mortgage pool under the Code. Although it is the practice of each fund not to make such investments, there is no guarantee that a fund will be able to avoid an inadvertent investment in REMIC residual interests or a taxable mortgage pool.

Such investments may result in a fund receiving excess inclusion income ("EII") in which case a portion of its distributions will be characterized as EII and shareholders receiving such distributions, including shares held through nominee accounts, will be deemed to have received EII. This can result in the funds being required to pay tax on the portion of its EII that is allocated to disqualified organizations, including certain cooperatives, agencies or instrumentalities of a government or international organization, and tax-exempt organizations that are not subject to tax on unrelated business taxable income ("UBTI"). In addition, such amounts generally cannot be offset by net operating losses, will be treated as UBTI to tax-exempt organizations that are not disqualified organizations, and will be subject to a 30% withholding tax for shareholders who are not U.S. persons, notwithstanding any otherwise applicable exemptions or rate reductions in any relevant tax treaties.

Special tax consequences also apply where charitable remainder trusts invest in RICs that invest directly or indirectly in residual interests in REMICs or in taxable mortgage pools. Furthermore, any investment in residual interests of a REMIC can create complex tax consequences to both a fund and its shareholders, especially if a fund has state or local governments or other tax-exempt organizations as shareholders.

Tax-Exempt Shareholders

Under current law, each fund serves to "block" (that is, prevent the attribution to shareholders of) UBTI from being realized by its tax-exempt shareholders (including, among others, individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities). Notwithstanding the foregoing, a tax-exempt shareholder could realize UBTI by virtue of its investment in a fund if shares in the fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Section 514(b) of the Code. As noted above, a tax-exempt shareholder may also recognize UBTI if a fund recognizes EII derived from direct or indirect investments in residual interests in REMICs or taxable mortgage pools. If a charitable remainder annuity trust or a charitable remainder unitrust (each as defined in Section 664 of the Code) has UBTI for a taxable year, a 100% excise tax on the UBTI is imposed on the trust.

Backup Withholding

Each fund generally is required to withhold and remit to the Treasury a percentage of the taxable distributions and redemption proceeds paid to a shareholder who fails to properly furnish the fund with a correct taxpayer identification number, who has under-reported dividend or interest income, or who fails to certify to the applicable fund that he or she is not subject to such withholding. Corporate shareholders, certain foreign persons and other shareholders specified in the Code and applicable regulations are generally exempt from backup withholding, but may need to provide documentation to the fund to establish such exemption.

Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder's U.S. federal income tax liability, provided the appropriate information is furnished to the IRS.

Foreign (Non-U.S.) Shareholders

Dividends paid by a fund to non-U.S. shareholders are generally subject to withholding tax at a 30% rate or a reduced rate specified by an applicable income tax treaty, if any, to the extent derived from investment income and

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short-term capital gains. In order to obtain a reduced rate of withholding, a non-U.S. shareholder will be required to provide an IRS Form W-8BEN or other applicable tax form certifying its entitlement to benefits under a treaty. The withholding tax does not apply to regular dividends paid to a non-U.S. shareholder who provides a Form W-8ECI, certifying that the dividends are effectively connected with the non-U.S. shareholder's conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the non-U.S. shareholder were a U.S. shareholder. A non-U.S. corporation receiving effectively connected dividends may also be subject to additional "branch profits tax" imposed at a rate of 30% (or, if applicable, a lower treaty rate). A non-U.S. shareholder who fails to provide an IRS Form W-8BEN or other applicable form may be subject to backup withholding at the appropriate rate. All non-U.S. shareholders should consult their tax advisors to determine the appropriate tax forms to provide to a fund to claim a reduced rate or exemption from U.S. federal withholding taxes, and the proper completion of those forms.

Notwithstanding the foregoing, for taxable years of a fund beginning before January 1, 2014, properly reported dividends are generally exempt from U.S. withholding tax where they (i) are paid in respect of a fund's "qualified net interest income" (generally, the fund's U.S. source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which the fund is at least a 10% shareholder, reduced by expenses that are allocable to such income) or (ii) are paid in respect of a fund's "qualified short-term capital gains" (generally, the excess of the fund's net short-term capital gain over the fund's long-term capital loss for such taxable year). However, depending on its circumstances, a fund may report all, some or none of its potentially eligible dividends as such qualified net interest income or as qualified short-term capital gains and/or treat such dividends, in whole or in part, as ineligible for this exemption from withholding. In order to qualify for this exemption from withholding, a non-U.S. shareholder will need to comply with applicable certification requirements relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN or other applicable form). In the case of shares of a fund held through an intermediary, the intermediary may withhold even if a fund designates the payment as qualified net interest income or qualified short-term capital gain. Non-U.S. shareholders should contact their intermediaries with respect to the application of these rules to their accounts.

In general, and subject to the exceptions described below, U.S. withholding tax will not apply to any gain or income realized by a non-U.S. shareholder in respect of any distributions of net long-term capital gains over net short-term capital losses, exempt-interest dividends or upon the sale or other disposition of shares of a fund.

For non-U.S. shareholders of a fund, a distribution by a fund that is attributable to the fund's receipt of certain capital gain distributions from a REIT and, for calendar years before 2014, gains from sales or exchanges of "United States real property interests" ("USRPIs") generally will be treated as "effectively connected" real property gain that is subject to tax in the hands of the non-U.S. shareholder at the graduated rates applicable to U.S. shareholders (subject to a special AMT in the case of nonresident alien individuals), a potential 30% branch profits tax in the hands of a non-U.S. shareholder that is a corporation and a 35% withholding tax (which can be credited against the non-U.S. shareholder's direct U.S. tax liabilities) if the fund is a "United States real property holding corporation" (as such term is defined in the Code, and referred to herein as a "USRPHC") or would be but for the operation of certain exclusions. An exception to such treatment is provided if the non-U.S. shareholder has not owned more than 5% of the class of stock of the fund in respect of which the distribution was made at any time during the one-year period ending on the date of the distribution. In that case, the distribution generally is treated as an ordinary dividend subject to U.S. withholding tax at the rate of 30% (or lower treaty rate). In addition, non-U.S. shareholders may be subject to certain tax filing requirements if the fund is a USRPHC.

Gains from the disposition of fund shares by a non-U.S. shareholder will be subject to withholding tax and treated as income effectively connected to a U.S. trade or business if at any time during the five-year period ending on the date of disposition (or if shorter, the non-U.S. shareholder's holding period for the shares), the fund was a USRPHC and the foreign shareholder actually or constructively held more than 5% of the outstanding shares of the fund. Notwithstanding the foregoing, gains recognized upon a disposition of fund shares in calendar years before 2014 will not be subject to U.S. income or withholding taxes if the fund is "domestically controlled" (as such term is defined in the Code).

Non-U.S. shareholders that engage in certain "wash sale" and/or substitute dividend payment transactions the effect of which is to avoid the receipt of distributions from a fund that would be treated as gain effectively connected with a U.S. trade or business generally will be treated as having received such distributions. All shareholders of a fund should consult their tax advisors regarding the application of the foregoing rule.

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For calendar years before 2014, a distribution of a USRPI in redemption of a non-U.S. shareholder's shares of a fund generally will cause that fund to recognize gain if the fund is considered "domestically controlled." If a fund is required to recognize gain, the amount of gain recognized will equal a percentage of the excess of the fair market value of the distributed USRPI over the fund's adjusted basis in the distributed USRPI, with such percentage based on the greatest foreign ownership percentage of the fund during the five-year period ending on the date of the redemption.

The Hiring Incentives to Restore Employment Act

Under provisions of The Hiring Incentives to Restore Employment Act, P.L. 111-147 (the "HIRE Act"), certain payments of U.S. source interest, dividends, and other fixed or determinable annual or periodical gains, profits and income, as well as gross proceeds from the sale or disposition of property of a type that can produce U.S. source dividends or interest (all such payments, "withholdable payments"), which are made to a "foreign financial institution," which term may include certain non-U.S. shareholders of a fund, may be subject to a 30% withholding tax, if the foreign financial institution does not, among other things, comply, under an agreement with the Secretary of the Treasury or his/her delegate or the terms of an applicable intergovernmental agreement entered into by the United States and the country where such non-U.S. shareholder resides or does business, with prescribed due diligence requirements necessary to determine which of its accounts (including equity interests in the foreign financial institution) are held by specified United States persons or United States owned foreign entities (such accounts, "United States accounts"), and prescribed reporting requirements in respect of its United States accounts. Further, a 30% withholding tax may apply in respect of "passthru payments" made by a foreign financial institution to certain accountholders that do not comply with reasonable information requests aimed at enabling the foreign financial institution to identify its United States accounts and meet applicable reporting obligations. The HIRE Act will further impose a 30% withholding tax on certain payments to non-financial foreign entities. The scope of the applicable HIRE Act provisions is not entirely clear and no assurance can be given that some or all of the income of a fund, and/or certain of the fund's shareholders will not be subject to any of the above described withholding taxes or that information will not be required to be reported to the IRS in respect of a shareholder's interest in the fund. To comply with the requirements of the HIRE Act, a fund may, in appropriate circumstances, require shareholders to provide information and tax documentation regarding their direct and indirect owners, and direct and indirect owners of certain entity shareholders will be required to waive the application of any non-US laws which, but for such waiver, would prevent such entity from reporting information in respect of United States accounts in accordance with the applicable provisions of the HIRE Act or any agreement described in Section 1471(b) of the Code. While the withholding tax provisions of the HIRE Act were to have been fully effective beginning in 2013, the Treasury and the IRS have provided for a phased-in implementation of these provisions.

The HIRE Act also imposes information reporting requirements on individuals (and, to the extent provided in future regulations, certain domestic entities) that hold any interest in a "specified foreign financial asset" if the aggregate value of all such assets held by such individual exceeds $50,000. Significant penalties can apply upon a failure to make the required disclosure and in respect of understatements of tax attributable to undisclosed foreign financial assets. The scope of this reporting requirement is not entirely clear and all shareholders should consult their own tax advisors as to whether reporting may be required in respect of their indirect interests in certain investments of a fund.

All non-U.S. shareholders are advised to consult their own tax advisors with respect to the particular tax consequences to them of an investment in a fund.

Possible Legislative Changes

The tax consequences described herein may be affected (possibly with retroactive effect) by various legislative bills and proposals that may be initiated in Congress. Prospective investors should consult their own tax advisors regarding the status of any proposed legislation and the effect, if any, on their investment in a fund.

Other Tax Matters

Special tax rules apply to investments through defined contribution plans and other tax-qualified plans. Shareholders should consult their tax advisors to determine the suitability of shares of a fund as an investment through such plans and the precise effect of such an investment in their particular tax situation.

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Dividends, distributions and gains from the sale of fund shares may be subject to state, local and foreign taxes. Many states grant tax-free status to dividends paid to shareholders of a fund from interest income earned by that fund from direct obligations of the U.S. Government, subject in some states to minimum investment requirements that must be met by the fund. Investments in securities issued by the GNMA or FNMA, bankers' acceptances, commercial paper and repurchase agreements collateralized by U.S. Government securities do not generally qualify for tax-free treatment. Shareholders are urged to consult their tax advisors regarding specific questions as to federal, state, local and, where applicable, non-U.S. taxes.

Shareholders should consult their own tax advisors regarding the state, local and non-U.S. tax consequences of an investment in shares and the particular tax consequences to them of an investment in a fund.

PORTFOLIO TRANSACTIONS

This section, other than "Disclosure of Portfolio Holdings," does not apply to the Funds of Funds' investments in Underlying Funds. The Funds of Funds will not pay brokerage commissions or sales loads to buy and sell shares of Underlying Funds.

The Manager assumes general supervision over the placement of securities purchase and sale orders on behalf of the funds. The funds, except for the money market funds and the TBCAM Stock Funds, are managed by dual employees of the Manager and an Affiliated Entity or employ a Sub-Adviser. Those funds use the research facilities, and are subject to the internal policies and procedures, of the applicable Affiliated Entity or Sub-Adviser and execute portfolio transactions through the trading desk of the Affiliated Entity or Sub-Adviser, as applicable (collectively with Dreyfus' trading desk (for the money market funds only), the "Trading Desk"). All portfolio transactions of the money market funds and the TBCAM Stock Funds are placed on behalf of each fund by the Manager.

Trading the Funds' Portfolio Securities

In managing money market funds, the Manager will draw upon BNY Mellon Cash Investment Strategies ("CIS"). CIS is a division of the Manager that provides investment and credit risk management services and approves all money market fund eligible securities for the fund and for other investment companies and accounts managed by the Manager or its affiliates that invest primarily in money market instruments. CIS, through a team of professionals who contribute a combination of industry analysis and fund-specific expertise, monitors all issuers approved for investment by such investment companies and other accounts by analyzing third party inputs, such as financial statements and media sources, ratings releases and company meetings, as well as internal research. CIS investment and credit professionals also utilize inputs and guidance from BNY Mellon's central Risk Management Department (the "Risk Department") as part of the investment process. These inputs and guidance focus primarily on concentration levels and market and credit risks and are based upon independent analysis done by the Risk Department relating to fundamental characteristics such as the sector, sovereign, tenor and rating of investments or potential investment. The Risk Department also may perform stress and scenario testing on various money market type portfolios advised by CIS or BNY Mellon and its other affiliates, and provides various periodic and ad-hoc reporting to the investment and credit professionals at CIS. In the event a security is removed from the "approved" credit list after being purchased by the fund, the fund is not required to sell that security.

Debt securities purchased and sold by a fund generally are traded on a net basis (i.e., without a commission) through dealers acting for their own account and not as brokers, or otherwise involve transactions directly with the issuer of the instrument. This means that a dealer makes a market for securities by offering to buy at one price and sell at a slightly higher price. The difference between the prices is known as a "spread." Other portfolio transactions may be executed through brokers acting as agents, which are typically paid a commission.

The Trading Desk generally has the authority to select brokers (for equity securities) or dealers (for fixed-income securities) and the commission rates or spreads to be paid. Allocation of brokerage transactions is made in the best judgment of the Trading Desk and in a manner deemed fair and reasonable. In choosing brokers or dealers, the Trading Desk evaluates the ability of the broker or dealer to execute the transaction at the best combination of price and quality of execution.

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In general, brokers or dealers involved in the execution of portfolio transactions on behalf of a fund are selected on the basis of their professional capability and the value and quality of their services. The Trading Desk seeks to obtain best execution by choosing brokers or dealers to execute transactions based on a variety of factors, which may include, but are not limited to, the following: (i) price; (ii) liquidity; (iii) the nature and character of the relevant market for the security to be purchased or sold; (iv) the quality and efficiency of the broker's or dealer's execution; (v) the broker's or dealer's willingness to commit capital; (vi) the reliability of the broker or dealer in trade settlement and clearance; (vii) the level of counterparty risk (i.e., the broker's or dealer's financial condition); (viii) the commission rate or the spread; (ix) the value of research provided; (x) the availability of electronic trade entry and reporting links; and (xi) the size and type of order (e.g., foreign or domestic security, large block, illiquid security). In selecting brokers or dealers no factor is necessarily determinative; however, at various times and for various reasons, certain factors will be more important than others in determining which broker or dealer to use. Seeking to obtain best execution for all trades takes precedence over all other considerations.

Investment decisions for one fund or account are made independently from those for other funds or accounts managed by the portfolio managers. Under the Trading Desk's procedures, portfolio managers and their corresponding Trading Desks may, but are not required to, seek to aggregate (or "bunch") orders that are placed or received concurrently for more than one fund or account, and available investments or opportunities for sales will be allocated equitably to each. In some cases, this policy may adversely affect the size of the position obtained or sold or the price paid or received by a fund. When transactions are aggregated, but it is not possible to receive the same price or execution on the entire volume of securities purchased or sold, the various prices may be averaged, and the fund will be charged or credited with the average price.

The portfolio managers will make investment decisions for the funds as they believe are in the best interests of the funds. Investment decisions made for a fund may differ from, and may conflict with, investment decisions made for other funds and accounts advised by the Manager and its Affiliated Entities or a Sub-Adviser. Actions taken with respect to such other funds or accounts may adversely impact a fund, and actions taken by a fund may benefit the Manager or its Affiliated Entities or a Sub-Adviser or other funds or accounts advised by the Manager or an Affiliated Entity or Sub-Adviser. Funds and accounts managed by the Manager, an Affiliated Entity or a Sub-Adviser may own significant positions in an issuer of securities which, depending on market conditions, may affect adversely the ability to dispose of some or all of such positions. Regulatory restrictions (including, but not limited to, those related to the aggregation of positions among other funds and accounts) and internal BNY Mellon policies, guidance or limitations (including, but not limited to, those related to the aggregation of positions among all fiduciary accounts managed or advised by BNY Mellon and all its affiliates (including the Manager and its Affiliated Entities) and the aggregate exposure of such accounts) may restrict investment activities of the funds. While the allocation of investment opportunities among a fund and other funds and accounts advised by the Manager and its Affiliated Entities may raise potential conflicts because of financial, investment or other interests of BNY Mellon or its personnel (or, with respect to a fund advised by a Sub-Adviser, the Sub-Adviser and its affiliates), the portfolio managers will make allocation decisions consistent with the interests of the fund and other funds and accounts and not solely based on such other interests.

Portfolio managers may deem it appropriate for one fund or account they manage to sell a security while another fund or account they manage is purchasing the same security. Under such circumstances, the portfolio managers may arrange to have the purchase and sale transactions effected directly between the funds and/or accounts ("cross transactions"). Cross transactions will be effected in accordance with procedures adopted pursuant to Rule 17a-7 under the 1940 Act.

The Manager, an Affiliated Entity or a Sub-Adviser may buy for a fund securities of issuers in which other funds or accounts advised by the Manager, the Affiliated Entity or the Sub-Adviser may have, or are making, an investment in the same issuer that are subordinate or senior to the securities purchased for the fund. For example, a fund may invest in debt securities of an issuer at the same time that other funds or accounts are investing, or currently have an investment, in equity securities of the same issuer. To the extent that the issuer experiences financial or operational challenges which may impact the price of its securities and its ability to meet its obligations, decisions by the Manager, an Affiliated Entity or a Sub-Adviser relating to what actions are to be taken may raise conflicts of interests, and the Manager, the Affiliated Entity or the Sub-Adviser, as applicable, may take actions for certain funds or accounts that have negative impacts on other funds or accounts.

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Portfolio turnover may vary from year to year as well as within a year. In periods in which extraordinary market conditions prevail, portfolio managers will not be deterred from changing a fund's investment strategy as rapidly as needed, in which case higher turnover rates can be anticipated which would result in greater brokerage expenses. The overall reasonableness of brokerage commissions paid is evaluated by the Trading Desk based upon its knowledge of available information as to the general level of commissions paid by other institutional investors for comparable services. Higher portfolio turnover rates usually generate additional brokerage commissions and transaction costs, and any short-term gains realized from these transactions are taxable to shareholders as ordinary income.

To the extent that a fund invests in foreign securities, certain of such fund's transactions in those securities may not benefit from the negotiated commission rates available to funds for transactions in securities of domestic issuers. For funds that permit foreign exchange transactions, such transactions are made with banks or institutions in the interbank market at prices reflecting a mark-up or mark-down and/or commission.

The Manager (and, where applicable, an Affiliated Entity or a Sub-Adviser) may utilize the services of an affiliate to effect certain client transactions when it determines that the use of such affiliate is consistent with its fiduciary obligations, including its obligation to obtain best execution, and the transactions are in the best interests of its clients. Procedures have been adopted in conformity with Rule 17e-1 under the 1940 Act to provide that all brokerage commissions paid by the funds to the Manager (or, where applicable, an Affiliated Entity or a Sub-Adviser) are reasonable and fair.

For funds that invest in municipal securities, portfolio securities are purchased from and sold to parties acting as either principal or agent. Newly-issued securities ordinarily are purchased directly from the issuer or from an underwriter; other purchases and sales usually are placed with those dealers from which it appears that the best price or execution will be obtained. Usually no brokerage commissions as such are paid by a fund for such purchases and sales, although the price paid usually includes an undisclosed compensation to the dealer acting as agent. The prices paid to underwriters of newly-issued securities usually include a concession paid by the issuer to the underwriter and purchases of after-market securities from dealers ordinarily are executed at a price between the bid and asked price.

Soft Dollars

The term "soft dollars" is commonly understood to refer to arrangements where an investment adviser uses client (or fund) brokerage commissions to pay for research and brokerage services to be used by the investment adviser. Section 28(e) of the Exchange Act provides a "safe harbor" that permits investment advisers to enter into soft dollar arrangements if the investment adviser determines in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided. Eligible products and services under Section 28(e) include those that provide lawful and appropriate assistance to the investment adviser in the performance of its investment decision-making responsibilities.

Subject to the policy of seeking best execution, the funds may execute transactions with brokerage firms that provide research services and products, as defined in Section 28(e). Any and all research products and services received in connection with brokerage commissions will be used to assist the applicable Affiliated Entity or Sub-Adviser in its investment decision-making responsibilities, as contemplated under Section 28(e). Under certain conditions, higher brokerage commissions may be paid in connection with certain transactions in return for research products and services.

The products and services provided under these arrangements permit the Trading Desk to supplement its own research and analysis activities, and provide it with information from individuals and research staff of many securities firms. Such services and products may include, but are not limited to, the following: fundamental research reports (which may discuss, among other things, the value of securities, or the advisability of investing in, purchasing or selling securities, or the availability of securities or the purchasers or sellers of securities, or issuers, industries, economic factors and trends, portfolio strategy and performance); current market data and news; statistical data; technical and portfolio analyses; economic forecasting and interest rate projections; and historical information on securities and companies. The Trading Desk also may use client brokerage commission arrangements to defray the costs of certain services and communication systems that facilitate trade execution (such as on-line quotation systems, direct data feeds from stock exchanges and on-line trading systems) or functions related thereto (such as clearance and settlement). Some of the research products or services received by the

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Trading Desk may have both a research function and a non-research or administrative function (a "mixed use"). If the Trading Desk determines that any research product or service has a mixed use, the Trading Desk will allocate in good faith the cost of such service or product accordingly. The portion of the product or service that the Trading Desk determines will assist it in the investment decision-making process may be paid for in soft dollars. The non-research portion is paid for by the Trading Desk in hard dollars.

The Trading Desk generally considers the amount and nature of research, execution and other services provided by brokerage firms, as well as the extent to which such services are relied on, and attempts to allocate a portion of the brokerage business of its clients on the basis of that consideration. Neither the services nor the amount of brokerage given to a particular brokerage firm are made pursuant to any agreement or commitment with any of the selected firms that would bind the Trading Desk to compensate the selected brokerage firm for research provided. The Trading Desk endeavors, but is not legally obligated, to direct sufficient commissions to broker/dealers that have provided it with research and other services to ensure continued receipt of research the Trading Desk believes is useful. Actual commissions received by a brokerage firm may be more or less than the suggested allocations.

There may be no correlation between the amount of brokerage commissions generated by a particular fund or account and the indirect benefits received by that fund or client. The Affiliated Entity or Sub-Adviser may receive a benefit from the research services and products that is not passed on to a fund in the form of a direct monetary benefit. Further, research services and products may be useful to the Affiliated Entity or Sub-Adviser in providing investment advice to any of the funds or other accounts it advises. Information made available to the Affiliated Entity or Sub-Adviser from brokerage firms effecting securities transactions for another fund or account may be utilized on behalf of a fund. Thus, there may be no correlation between the amount of brokerage commissions generated by a particular fund and the indirect benefits received by that fund. Information so received is in addition to, and not in lieu of, services required to be performed by the Affiliated Entity or Sub-Adviser and fees are not reduced as a consequence of the receipt of such supplemental information. Although the receipt of such research services does not reduce the normal independent research activities of the Affiliated Entity or Sub-Adviser, it enables it to avoid the additional expenses that might otherwise be incurred if it were to attempt to develop comparable information through its own staff.

IPO Allocations

Certain funds may participate in IPOs. In deciding whether to purchase an IPO, a fund's portfolio manager(s) generally consider the capitalization characteristics of the security, as well as other characteristics of the security, and identifies funds and accounts with investment objectives and strategies consistent with such a purchase. Generally, as more IPOs involve small- and mid-cap companies, the funds and accounts with a small- and mid-cap focus may participate in more IPOs than funds and accounts with a large-cap focus. The Affiliated Entity or Sub-Adviser (as applicable), when consistent with the fund's and/or account's investment guidelines, generally will allocate shares of an IPO on a pro rata basis. In the case of "hot" IPOs, where the Affiliated Entity or Sub-Adviser only receives a partial allocation of the total amount requested, those shares will be distributed fairly and equitably among participating funds or accounts managed by the Affiliated Entity or Sub-Adviser. "Hot" IPOs raise special allocation concerns because opportunities to invest in such issues are limited as they are often oversubscribed. The distribution of the partial allocation among funds and/or accounts will be based on relative NAVs. Shares will be allocated on a pro rata basis to all appropriate funds and accounts, subject to a minimum allocation based on trading, custody and other associated costs. International hot IPOs may not be allocated on a pro rata basis due to transaction costs, market liquidity and other factors unique to international markets.

Disclosure of Portfolio Holdings

The funds have adopted policies and procedures with respect to the disclosure of fund portfolio holdings and any ongoing arrangements to make available information about fund portfolio holdings. It is the policy of the Manager to protect the confidentiality of fund portfolio holdings and prevent the selective disclosure of non-public information about such holdings. The policy requires that consideration always be given as to whether disclosure of information about fund portfolio holdings is in the best interests of fund shareholders, and that any conflicts of interest between the interests of fund shareholders and those of the Manager or its affiliates be addressed in a manner that places the interests of fund shareholders first.

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Each fund, or its duly authorized service providers, publicly discloses its portfolio holdings in accordance with regulatory requirements, such as periodic portfolio disclosure in filings with the SEC. Each non-money market fund, or its duly authorized service providers, may publicly disclose its complete schedule of portfolio holdings at month-end, with a one-month lag at www.dreyfus.com. In addition, fifteen days following the end of each calendar quarter, each non-money market fund, or its duly authorized service providers, may publicly disclose on the website its complete schedule of portfolio holdings as of the end of such quarter. Each money market fund will disclose daily, on www.dreyfus.com, the fund's complete schedule of holdings as of the end of the previous business day. The schedule of holdings will remain on the website until the fund files its Form N-Q or Form N-CSR for the period that includes the date of the posted holdings.

If a fund's portfolio holdings are released pursuant to an ongoing arrangement with any party, such fund must have a legitimate business purpose for doing so, and neither the fund, nor the Manager or its affiliates may receive any compensation in connection with an arrangement to make available information about the fund's portfolio holdings. Funds may distribute portfolio holdings to mutual fund evaluation services such as S&P, Morningstar or Lipper Analytical Services; due diligence departments of broker-dealers and wirehouses that regularly analyze the portfolio holdings of mutual funds before their public disclosure; and broker-dealers that may be used by the fund, for the purpose of efficient trading and receipt of relevant research, provided that: (a) the recipient does not distribute the portfolio holdings to persons who are likely to use the information for purposes of purchasing or selling fund shares or fund portfolio holdings before the portfolio holdings become public information; and (b) the recipient signs a written confidentiality agreement.

A fund may also disclose any and all portfolio holdings information to its service providers and others who generally need access to such information in the performance of their contractual duties and responsibilities and are subject to duties of confidentiality, including a duty not to trade on non-public information, imposed by law and/or contract. These service providers include the fund's custodian, independent registered public accounting firm, investment adviser, administrator, and each of their respective affiliates and advisors.

Disclosure of portfolio holdings may be authorized only by the Chief Compliance Officer for the fund, and any exceptions to this policy are reported quarterly to the board.

SUMMARY OF THE PROXY VOTING POLICY, PROCEDURES AND GUIDELINES OF THE DREYFUS FAMILY OF FUNDS

The boards have delegated to Dreyfus the authority to vote proxies of companies held in a fund's portfolio. Dreyfus, through its participation in BNY Mellon's Proxy Policy Committee (the "PPC"), applies BNY Mellon's Proxy Voting Policy, related procedures and voting guidelines when voting proxies on behalf of a fund.

Dreyfus recognizes that an investment adviser is a fiduciary that owes its clients a duty of utmost good faith and full and fair disclosure of all material facts. Dreyfus further recognizes that the right to vote proxies is an asset, just as the economic investment represented by the shares is an asset. An investment adviser's duty of loyalty precludes an adviser from subrogating its clients' interests to its own. Accordingly, in voting proxies, Dreyfus seeks to act solely in the best financial and economic interests of the funds. With regard to voting proxies of foreign companies, Dreyfus weighs the cost of voting, and potential inability to sell, the shares against the benefit of voting the shares to determine whether or not to vote.

Dreyfus seeks to avoid material conflicts of interest through its participation in the PPC, which applies detailed, pre-determined proxy voting guidelines in an objective and consistent manner across client accounts, based on internal and external research and recommendations provided by third party vendors, and without consideration of any client relationship factors. Further, Dreyfus and its affiliates engage a third party as an independent fiduciary to vote all proxies for BNY Mellon securities and proxies of mutual funds sponsored by Dreyfus or its affiliates (including the Dreyfus Family of Funds), and may engage an independent fiduciary to vote proxies of other issuers in Dreyfus' and its affiliates' discretion.

Each proxy is reviewed, categorized and analyzed in accordance with the PPC's written guidelines in effect from time to time. The guidelines are reviewed periodically and updated as necessary to reflect new issues and changes to the PPC's policies on specific issues. Items that can be categorized will be voted in accordance with any applicable guidelines or referred to the PPC, if the applicable guidelines so require. Proposals for which a guideline

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has not yet been established, such as, for example, new proposals arising from emerging economic or regulatory issues, are referred to the PPC for discussion and vote. Additionally, the PPC may elect to review any proposal where it has identified a particular issue for special scrutiny in light of new information. The PPC will also consider specific interests and issues raised by Dreyfus on behalf of a fund, which interests and issues may require that a vote for a fund be cast differently from the collective vote in order to act in the best interests of such fund.

Dreyfus believes that a shareholder's role in the governance of a publicly-held company is generally limited to monitoring the performance of the company and its managers and voting on matters which properly come to a shareholder vote. Dreyfus carefully reviews proposals that would limit shareholder control or could affect shareholder values.

Dreyfus generally opposes proposals that seem designed to insulate management unnecessarily from the wishes of a majority of the shareholders and that would lead to a determination of a company's future by a minority of its shareholders. Dreyfus generally supports proposals that seem to have as their primary purpose providing management with temporary or short-term insulation from outside influences so as to enable them to bargain effectively with potential suitors and otherwise achieve identified long-term goals to the extent such proposals are discrete and not bundled with other proposals.

On questions of social responsibility where economic performance does not appear to be an issue, Dreyfus attempts to ensure that management reasonably responds to the social issues. Responsiveness is measured by management's efforts to address the particular social issue including, where appropriate, assessment of the implications of the proposal to the ongoing operations of the company. Dreyfus pays particular attention to repeat issues where management has failed in its commitment to take specific actions. With respect to a fund having investment policies that require proxies to be cast in a certain manner on particular social responsibility issues, Dreyfus votes such issues in accordance with those investment policies.

Information regarding how Dreyfus voted proxies for the funds during the most recent 12-month period ended June 30^th is available on Dreyfus' website, by the following August 31^st, at http://www.dreyfus.com and on the SEC's website at http://www.sec.gov on a fund's Form N-PX.

ADDITIONAL INFORMATION ABOUT THE FUNDS' STRUCTURE; FUND SHARES AND VOTING RIGHTS

Massachusetts Business Trusts

If a fund is a series of a fund company organized as an unincorporated business trust under the laws of the Commonwealth of Massachusetts, shareholders of the fund could, under certain circumstances, be held personally liable for the obligations of the fund. However, the fund company's Agreement and Declaration of Trust (the "Trust Agreement") disclaims shareholder liability for acts or obligations of the fund company and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the fund company or a board member. The Trust Agreement provides for indemnification from a fund's property for all losses and expenses of any shareholder held personally liable for the obligations of the fund. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the fund itself would be unable to meet its obligations, a possibility which management believes is remote. Upon payment of any liability incurred by a fund, the shareholder paying such liability will be entitled to reimbursement from the general assets of the fund. The fund companies intend to conduct their operations in such a way so as to avoid, as far as possible, ultimate liability of the shareholders for liabilities of a fund.

Fund Shares and Voting Rights

Fund shares have equal rights as to dividends and in liquidation. Shares have no preemptive, subscription rights or, except as described in the prospectus or this SAI, conversion rights and are freely transferable. Each fund share has one vote and, when issued and paid for in accordance with the terms of its offering, is fully paid and non-assessable.

Unless otherwise required by the 1940 Act, ordinarily it will not be necessary for a fund to hold annual meetings of shareholders. As a result, shareholders may not consider each year the election of board members or the appointment of an independent registered public accounting firm. However, for a fund that is organized as a

III-98

Massachusetts business trust or a series of a Massachusetts business trust, the holders of at least 30% of the fund's shares outstanding and entitled to vote may require the fund to hold a special meeting of shareholders for purposes of removing a board member from office. In addition, the board will call a meeting of shareholders for the purpose of electing board members if, at any time, less than a majority of the board members then holding office have been elected by shareholders.

Rule 18f-2 under the 1940 Act provides that any matter required to be submitted under the provisions of the 1940 Act or applicable state law or otherwise to the holders of the outstanding voting securities of an investment company will not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares of each series, if any, affected by such matter. Rule 18f-2 further provides that a series shall be deemed to be affected by a matter unless it is clear that the interests of each series in the matter are identical or that the matter does not affect any interest of such series. Rule 18f-2 exempts the selection of the independent registered public accounting firm and the election of board members from the separate voting requirements of the rule.

GLOSSARY

Term	Meaning
12b-1 Plan	A Plan adopted pursuant to Rule 12b-1 under the 1940 Act
1940 Act	Investment Company Act of 1940, as amended
ACH	Automated Clearing House
Acquired Fund	Former series of The Bear Stearns Funds
ADRs	American Depositary Receipts and American Depositary Shares
Adviser	The Manager and/or one or more Sub-Advisers, as applicable to the relevant fund or funds
Affiliated Entity	An affiliate of Dreyfus that, along with Dreyfus, employs fund portfolio managers who are dual employees of the Dreyfus and such affiliate; for the TBCAM Stock Funds, references to an Affiliated Entity shall be deemed to refer to TBCAM as Manager of the TBCAM Stock Funds
Alcentra	Alcentra NY, LLC
AMT	Alternative Minimum Tax
Authorized Entity	A bank, broker-dealer, financial adviser or Retirement Plan that has entered into an agreement with the Distributor to receive orders to buy and sell fund shares by the close of trading on the NYSE and transmit such orders to the Distributor or its designee in accordance with the agreement with the Distributor
BNY Hamilton Funds	The BNY Hamilton Funds, Inc.
BNY Mellon	The Bank of New York Mellon Corporation; BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation.
BNY Mellon ARX	BNY Mellon ARX Investimentos Ltda.
Cash Management Funds	Dreyfus California AMT-Free Municipal Cash Management, Dreyfus Cash Management, Dreyfus Government Cash Management, Dreyfus Government Prime Cash Management, Dreyfus Municipal Cash Management Plus, Dreyfus New York AMT-Free Municipal Cash Management, Dreyfus New York Municipal Cash Management, Dreyfus Tax Exempt Cash Management, Dreyfus Treasury & Agency Cash Management and Dreyfus

III-99

Term	Meaning
	Treasury Prime Cash Management
CCM	Cupps Capital Management, LLC
CDSC	Contingent deferred sales charge
CEA	Commodities Exchange Act
CFTC	Commodity Futures Trading Commission
Code	Internal Revenue Code of 1986, as amended
CPO	Commodity pool operator
CPO Funds	Dreyfus Global Absolute Return Fund and Global Alpha Fund
Custodian	The Bank of New York Mellon
Distributor	MBSC Securities Corporation
Dreyfus	The Dreyfus Corporation
EACM	EACM Advisors LLC
Effective Date	March 13, 2012
Eligible Shares	Shares of a Multi-Class Fund or shares of certain other funds advised by the Manager that are subject to a front-end sales load or a CDSC, or shares acquired by a previous exchange of such shares
ETFs	Exchange traded funds
Exchange Account	A special account in the General Fund created solely for the purpose of purchasing shares by exchange from Class B shares of a Multi-Class Fund; prior to June 1, 2006, such accounts were created in the Worldwide Dollar Fund
Exchange Act	Securities Exchange Act of 1934, as amended
FDIC	Federal Deposit Insurance Corporation
Federal Funds	Monies of member banks within the Federal Reserve System which are held on deposit at a Federal Reserve Bank
FINRA	Financial Industry Regulatory Authority
Fitch	Fitch Ratings
FNMA	Federal National Mortgage Association
Fund of Funds	Dreyfus Conservative Allocation Fund, Dreyfus Diversified International Fund, Dreyfus Diversified Large Cap Fund, Dreyfus Growth Allocation Fund, Dreyfus Moderate Growth Allocation Fund and Dreyfus Satellite Alpha Fund, which each invests all or substantially all of its investable assets in Underlying Funds
General Fund	General Money Market Fund, Inc., a money market fund advised by the Manager into which certain fund shares may be exchanged
General Funds	General California Municipal Money Market Fund General Government Securities Money Market Funds, Inc. General Government Securities Money Market Fund General Treasury Prime Money Market Fund General Municipal Money Market Funds, Inc. General Municipal Money Market Fund General New York Municipal Money Market Fund
Geneva	Geneva Capital Management Ltd.
Ginnie Maes	GNMA Mortgage Pass-Through Certificates
GNMA	Government National Mortgage Association
Hamon	Hamon Asian Advisors Limited

III-100

Term	Meaning
Independent Board Member	A board member who is not an "interested person" (as defined in the 1940 Act) of the relevant fund
Index	The benchmark index of an Index Fund
Index Funds	Dreyfus International Stock Index Fund, Dreyfus Midcap Index Fund, Inc., Dreyfus S&P 500 Index Fund and Dreyfus Smallcap Stock Index Fund
Institutional Money Funds	Dreyfus Institutional Cash Advantage Fund, Dreyfus Institutional Preferred Money Market Fund, Dreyfus Institutional Preferred Plus Money Market Fund, Dreyfus Institutional Reserves Money Fund, Dreyfus Institutional Reserves Treasury Prime Fund and Dreyfus Institutional Reserves Treasury Fund
Interested Board Member	A board member who is considered to be an "interested person" (as defined in the 1940 Act) of the relevant fund
IPO	Initial public offering
IRA	Individual retirement account
Iridian	Iridian Asset Management LLC
IRS	Internal Revenue Service
Kayne	Kayne Anderson Rudnick Investment Management, LLC
King	King Investment Advisors, Inc.
Lending Agent	The Bank of New York Mellon
LIBOR	London Interbank Offered Rate
Lombardia	Lombardia Capital Partners, LLC
Manager	The Dreyfus Corporation; when used for the TBCAM Stock Funds only, the Manager refers to TBCAM
Mellon Capital	Mellon Capital Management Corporation
Moody's	Moody's Investors Service, Inc.
Multi-Class Fund	A fund that issues multiple classes of shares, one or more of which is subject to a sales load
Municipal Bonds Municipal Obligations	Debt obligations or other securities issued by states, territories and possessions of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities, including cities, counties, municipalities, municipal agencies and regional districts, or multi-state agencies or authorities, and certain other specified securities, the interest from which is, in the opinion of bond counsel to the issuer, exempt from federal income tax
NASDAQ	The Nasdaq Stock Market, Inc.
NAV	Net asset value
Neuberger Berman	Neuberger Berman Management LLC
Newton	Newton Capital Management Ltd.
NFA	National Futures Association
Nicholas	Nicholas Investment Partners, L.P.
NYSE	New York Stock Exchange
Plans	Distribution Plans, Service Plans and Shareholder Services Plans as described in "Distribution Plans, Service Plans and Shareholder Services Plans" in Part II of this SAI
Purchaser	An individual and/or spouse purchasing securities for his, her or their own account or for the account of any

III-101

Term	Meaning
	minor children, or a trustee or other fiduciary purchasing securities for a single trust estate or a single fiduciary account (including a pension, profit-sharing, or other employee benefit trust created pursuant to a plan qualified under Section 401 of the Code) although more than one beneficiary is involved; or a group of accounts established by or on behalf of the employees of an employer or affiliated employers pursuant to an employee benefit plan or other program (including accounts established pursuant to Sections 403(b), 408(k) and 457 of the Code); or an organized group which has been in existence for more than six months, provided that it is not organized for the purpose of buying redeemable securities of a registered investment company and provided that the purchases are made through a central administration or a single dealer, or by other means which result in economy of sales effort or expense
Rating Agencies	S&P, Moody's, Fitch and, with respect to money market funds, DBRS
REIT	Real estate investment trust
REMIC	Real estate mortgage investment conduit
Retirement Plans	Qualified or non-qualified employee benefit plans, including pension, profit-sharing and other deferred compensation plans, whether established by corporations, partnerships, non-profit entities, trade or labor unions or state and local governments, not including IRAs, IRA "Rollover Accounts" or IRAs set up under Simplified Employee Pensions Plans ("SEP-IRAs")
Riverbridge	Riverbridge Partners, LLC
S&P	Standard & Poor's Ratings Services
Sarofim & Co.	Fayez Sarofim & Co.
SEC	Securities and Exchange Commission
Securities Act	Securities Act of 1933, as amended
Service Agents	Certain financial institutions (which may include banks), securities dealers and other industry professionals
Standish	Standish Mellon Asset Management Company LLC
State Municipal Bonds	Municipal Bonds of the state after which the relevant fund is named that provide income exempt from federal and such state's personal income taxes (also referred to as "New York Municipal Bonds," "New Jersey Municipal Bonds," etc., depending on the state in the name of the relevant fund); New York Municipal Bonds also are exempt from New York City personal income taxes
State Municipal Obligations	Municipal Obligations of the state after which the relevant fund is named, and the state's political subdivisions, authorities and corporations, and certain other specified securities, that provide income exempt from federal and such state's personal income taxes (also referred to as "New York Municipal Obligations," "New Jersey Municipal Obligations,"

III-102

Term	Meaning
	etc., depending on the state in the name of the relevant fund); New York Municipal Obligations also are exempt from New York City personal income taxes
Sub-Adviser	A fund's sub-investment adviser, if any, as described in the prospectus; certain funds have more than one Sub-Adviser
TBCAM	The Boston Company Asset Management, LLC
TBCAM Stock Funds	Dreyfus International Equity Fund and Dreyfus Small Cap Equity Fund
TIPS	Treasury Inflation-Protection Securities
Transfer Agent	Dreyfus Transfer, Inc.
Treasury	U.S. Department of the Treasury
TS&W	Thompson, Siegel & Walmsley LLC
Underlying Funds	Dreyfus funds (or other funds as may be permitted by a Fund of Funds' prospectus) in which a Fund of Funds invests all or substantially all of its investable assets
Urdang	Urdang Securities Management, Inc.
USA PATRIOT Act	Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
Vulcan	Vulcan Value Partners, LLC
Walter Scott	Walter Scott & Partners Limited
Walthausen	Walthausen & Co., LLC
Worldwide Dollar Fund	Dreyfus Worldwide Dollar Money Market Fund, Inc., a money market fund advised by the Manager into which certain fund shares may be exchanged

III-103

THE DREYFUS FUND INCORPORATED

PART C. OTHER INFORMATION

Item 28. Exhibits

(a)Registrant's Articles of Amendment and Restatement are incorporated by reference to Exhibit (a) of Post-Effective Amendment No. 149 to the Registration Statement on Form N-1A, filed on April 30, 2002.

(b)Registrant's Amended and Restated By-Laws are incorporated by reference to Exhibit 77 Q1 of Registrant's Form N-SAR, filed on February 28, 2012.

(d)Management Agreement is incorporated by reference to Exhibit (5) of Post-Effective Amendment No. 138 to the Registration Statement on Form N-1A, filed on February 27, 1995.

(e)(1)Amended and Restated Distribution Agreement is incorporated by reference to Exhibit (e)(1) of Post-Effective Amendment No. 159 to the Registration Statement on Form N-1A, filed on April 27, 2011 ("Post-Effective Amendment No. 159").

(e)(2)Form of Service Agreement is incorporated by reference to Exhibit (e)(ii) of Post-Effective Amendment No. 154 to the Registration Statement on Form N-1A, filed on April 26, 2007 ("Post-Effective Amendment No. 154").

(e)(3)Form of Supplemental Agreement is incorporated by reference to Exhibit (e)(iii) of Post-Effective Amendment No. 154.

(g)Custody Agreement is incorporated by reference to Exhibit (g) of Post-Effective Amendment No. 159.

(h)Form of Transfer Agency Agreement.*

(i)Opinion and consent of Registrant's counsel is incorporated by reference to Exhibit (10) of Post-Effective Amendment No. 141 to the Registration Statement on Form N-1A, filed on March 27, 1996.

(j)Consent of Independent Registered Public Accounting Firm.*

(p)(1)Code of Ethics adopted by Registrant, dated May 29, 2012.*

(p)(2)Code of Ethics for the Nonmanagement Board Members of the Dreyfus Family of Funds is incorporated by reference to Exhibit (p)(ii) of Post-Effective Amendment No. 157 to the Registration Statement on Form N-1A, filed on February 24, 2010.

Other Exhibits

(a)Power of Attorney of certain officers of Registrant, dated November 8, 2012.*

______________

*Filed herewith.

(b)Certificate of Assistant Secretary is incorporated by reference to Other Exhibit (b) of Post-Effective Amendment No. 159.

Item 29. Persons Controlled by or under Common Control with Registrant

Not Applicable

Item 30. Indemnification

The Registrant's charter documents set forth the circumstances under which indemnification shall be provided to any past or present Board member or officer of the Registrant. The Registrant also has entered into a separate agreement with each of its Board members that describes the conditions and manner in which the Registrant indemnifies each of its Board members against all liabilities incurred by them (including attorneys' fees and other litigation expenses, settlements, fines and penalties), or which may be threatened against them, as a result of being or having been a Board member of the Registrant. These indemnification provisions are subject to applicable state law and to the limitation under the Investment Company Act of 1940, as amended, that no board member or officer of the fund may be protected against liability for willful misfeasance, bad faith, gross negligence or reckless disregard for the duties of his or her office. Reference is hereby made to the following:

Article VII of the Registrant's Articles of Incorporation and any amendments thereto, Article VIII of Registrant's Amended and Restated By-Laws, Section 2-418 of the Maryland General Corporation Law, and Section 1.9 of the Amended and Restated Distribution Agreement.

Item 31. Business and Other Connections of Investment Adviser

The Dreyfus Corporation ("Dreyfus") and subsidiary companies comprise a financial service organization whose business consists primarily of providing investment management services as the investment adviser, manager and distributor for sponsored investment companies registered under the Investment Company Act of 1940 and as an investment adviser to institutional and individual accounts. Dreyfus also serves as sub-investment adviser to and/or administrator of other investment companies. MBSC Securities Corporation, a wholly-owned subsidiary of Dreyfus, serves primarily as a registered broker-dealer of shares of investment companies sponsored by Dreyfus and of other investment companies for which Dreyfus acts as investment adviser, sub-investment adviser or administrator.

Item 31.Business and Other Connections of Investment Adviser (continued)
Officers and Directors of Investment Adviser

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
J. Charles Cardona President and Director	MBSC Securities Corporation++	Director Executive Vice President	6/07 – Present 6/07 - Present
	BNY Mellon Liquidity Funds plc+	Director	4/06 - Present

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
Diane P. Durnin Vice Chair and Director	None
Robert G. Capone Director	MBSC Securities Corporation++	Executive Vice President Director	4/07 - Present 4/07 - Present
	The Bank of New York Mellon*****	Vice President	2/06 - Present
Mitchell E. Harris Director	Standish Mellon Asset Management Company LLC Mellon Financial Center 201 Washington Street Boston, MA 02108-4408	Chairman Chief Executive Officer Member, Board of Managers	2/05 – Present 8/04 – Present 10/04 - Present
	Alcentra NY, LLC++	Manager	1/08 - Present
	Alcentra US, Inc. ++	Director	1/08 - Present
	Alcentra, Inc. ++	Director	1/08 - Present
	BNY Alcentra Group Holdings, Inc. ++	Director	10/07 - Present
	Pareto New York LLC++	Manager	11/07 - Present
	Standish Ventures LLC Mellon Financial Center 201 Washington Street Boston, MA 02108-4408	President Manager	12/05 - Present 12/05 - Present
	Palomar Management London, England	Director	12/97 - Present
	Palomar Management Holdings Limited London, England	Director	12/97 - Present
	Pareto Investment Management Limited London, England	Director	9/04 - Present
Bradley J. Skapyak Chief Operating Officer and Director	MBSC Securities Corporation++	Executive Vice President	6/07 - Present

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
	The Bank of New York Mellon****	Senior Vice President	4/07 - Present
	The Dreyfus Family of Funds++	President	1/10 - Present
	Dreyfus Transfer, Inc. ++	Chairman Director Senior Vice President	5/11 - Present 5/10 - Present 5/10 - 5/11
Cynthia Fryer Steer Director	None
Joseph Fuschillo Executive Vice President - Intermediary Distribution	American Independence Financial New York, N.Y.	Senior Managing Director	7/10 – 2/12
Patrice M. Kozlowski Senior Vice President – Corporate Communications	None
Gary Pierce Controller	The Bank of New York Mellon *****	Vice President	7/08 - Present
	BNY Mellon, National Association +	Vice President	7/08 - Present
	Laurel Capital Advisors, LLP+	Chief Financial Officer	5/07 - Present
	MBSC Securities Corporation++	Director Chief Financial Officer	6/07 – Present 6/07 - Present
	Founders Asset Management, LLC****	Assistant Treasurer	7/06 - 12/09
	Dreyfus Consumer Credit Corporation ++	Treasurer	7/05 - 8/10
	Dreyfus Transfer, Inc. ++	Chief Financial Officer Treasurer	7/05 - Present 5/11- Present
	Dreyfus Service Organization, Inc.++	Treasurer	7/05 – Present
	Seven Six Seven Agency, Inc. ++	Treasurer	4/99 - Present

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
Joseph W. Connolly Chief Compliance Officer	The Dreyfus Family of Funds++	Chief Compliance Officer	10/04 - Present
	Laurel Capital Advisors, LLP+	Chief Compliance Officer	4/05 - Present
	BNY Mellon Funds Trust++	Chief Compliance Officer	10/04 - Present
	MBSC Securities Corporation++	Chief Compliance Officer	6/07 – Present
Christopher O'Connor Chief Administrative Officer	MBSC Securities Corporation++	Executive Vice President Senior Vice President	12/11 – Present 5/06 – 12/11
John Pak Chief Legal Officer	Deutsche Bank 60 Wall Street New York, NY 10005	Managing Director	3/05 - 7/12
	Deutsche Investment Management Americas, Inc. 345 Park Avenue New York, NY 10154	Chief Legal Officer	3/05 - 7/12
Gary E. Abbs Vice President – Tax	The Bank of New York Mellon+	First Vice President and Manager of Tax Compliance	12/96 - Present
	Dreyfus Service Organization++	Vice President – Tax	1/09 - Present
	Dreyfus Consumer Credit Corporation++	Chairman President	1/09 – 8/10 1/09 – 8/10
	MBSC Securities Corporation++	Vice President – Tax	1/09 - Present
Jill Gill Vice President – Human Resources	MBSC Securities Corporation++	Vice President	6/07 – Present
	The Bank of New York Mellon *****	Vice President	7/08 – Present
	BNY Mellon, National Association +	Vice President	7/08 - Present
Tracy A. Hopkins Vice President - Cash Strategies	MBSC Securities Corporation++	Senior Vice President	2/08 - Present

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
Joanne S. Huber Vice President – Tax	The Bank of New York Mellon+	State & Local Compliance Manager	7/07 - Present
	Dreyfus Service Organization++	Vice President – Tax	1/09 – Present
	Dreyfus Consumer Credit Corporation++	Vice President – Tax	1/09 – 8/10
	MBSC Securities Corporation++	Vice President – Tax	1/09 – Present
Anthony Mayo Vice President – Information Systems	None
John E. Lane Vice President	A P Colorado, Inc. +	Vice President – Real Estate and Leases	8/07 - Present
	A P East, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	A P Management, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	A P Properties, Inc. +	Vice President – Real Estate and Leases	8/07 - Present
	Allomon Corporation+	Vice President– Real Estate and Leases	8/07 - Present
	AP Residential Realty, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	AP Wheels, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	BNY Mellon, National Association +	Vice President – Real Estate and Leases	7/08 - Present
	Citmelex Corporation+	Vice President– Real Estate and Leases	8/07 - Present
	Eagle Investment Systems LLC 65 LaSalle Road West Hartford, CT 06107	Vice President– Real Estate and Leases	8/07 - Present
	East Properties Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	FSFC, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	Holiday Properties, Inc. +	Vice President– Real Estate and Leases	8/07 - Present

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
	MBC Investments Corporation+	Vice President– Real Estate and Leases	8/07 - Present
	MBSC Securities Corporation++	Vice President– Real Estate and Leases	8/07 - Present
	MELDEL Leasing Corporation Number 2, Inc. +	Vice President– Real Estate and Leases	7/07 - Present
	Mellon Bank Community Development Corporation+	Vice President– Real Estate and Leases	11/07 - Present
	Mellon Capital Management Corporation+	Vice President– Real Estate and Leases	8/07 - Present
	Mellon Financial Services Corporation #1+	Vice President– Real Estate and Leases	8/07 - Present
	Mellon Financial Services Corporation #4+	Vice President – Real Estate and Leases	7/07 - Present
	Mellon Funding Corporation+	Vice President– Real Estate and Leases	12/07 - Present
	Mellon Holdings, LLC+	Vice President– Real Estate and Leases	12/07 - Present
	Mellon International Leasing Company+	Vice President– Real Estate and Leases	7/07 - Present
	Mellon Leasing Corporation+	Vice President– Real Estate and Leases	7/07 - Present
	Mellon Ventures, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	Melnamor Corporation+	Vice President– Real Estate and Leases	8/07 - Present
	MFS Leasing Corp. +	Vice President– Real Estate and Leases	7/07 - Present
	MMIP, LLC+	Vice President– Real Estate and Leases	8/07 - Present
	Pareto New York LLC++	Vice President– Real Estate and Leases	10/07 - Present
	Pontus, Inc. +	Vice President– Real Estate and Leases	7/07 - Present
	Promenade, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	RECR, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	Technology Services Group, Inc.*****	Senior Vice President	6/06 - Present

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
	Tennesee Processing Center LLC*****	Managing Director	5/08 - Present
	Texas AP, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	The Bank of New York Mellon*****	Vice President – Real Estate and Leases	7/08 - Present
	The Bank of New York Mellon Corporation*****	Executive Vice President	8/07 - Present
	Trilem, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
Kathleen Geis Vice President	BNY Mellon, National Association+	Managing Director	7/09 - Present
	BNY Mellon Distributors Holdings, Inc. +	Vice President - Real Estate	7/11 - Present
	BNY Mellon Investment Servicing (US) Inc. +	Vice President - Real Estate	7/11 - Present
	BNY Mellon Performance & Risk Analytics, LLC+	Vice President - Real Estate	7/11 - Present
	BNY Mellon Trust Company of Illinois+	Vice President - Real Estate	7/11 - Present
	BNY Mellon Trust of Delaware+	Vice President - Real Estate	7/11 - Present
	Eagle Investment Systems LLC+	Vice President - Real Estate	7/11 - Present
	Ivy Asset Management LLC+	Vice President - Real Estate	7/11 - Present
	Mellon Capital Management Corporation***	Vice President - Real Estate	7/11 - Present
	Mellon Financial Services Corporation #1+	Vice President - Real Estate	7/11 - Present
	Mellon Holdings LLC+	Vice President - Real Estate	7/11 - Present
	Mellon Investor Services LLC+	Vice President - Real Estate	7/11 - Present
	Pareto New York LLC*****	Vice President - Real Estate	7/11 - Present

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
	SourceNet Solutions, Inc. +	Vice President - Real Estate	7/11 - Present
	Technology Services Group, Inc. +	Vice President - Real Estate	7/11 - Present
	Tennessee Processing Center LLC+	Vice President - Real Estate	7/11 - Present
	The Bank of New York Mellon Trust Company, National Association+	Vice President - Real Estate	7/11 - Present
	Alcentra US, Inc. ++	Vice President - Real Estate	7/11 - Present
	BNY Mellon Capital Markets LLC++	Vice President - Real Estate	7/11 - Present
	Pershing LLC*****	Vice President - Real Estate	7/11 - Present
	The Bank of New York Mellon+	Managing Director	7/09 - Present
	MBNA Institutional PA Services, LLC+	Managing Director Senior Vice President	7/09 - Present 10/06 - 7/09
Dean M. Steigauf Vice President	BNY Mellon, National Association+	Vice President	7/09 - Present
	BNY Mellon Distributors Holdings, Inc. +	Vice President - Real Estate	7/11 - Present
	BNY Mellon Investment Servicing (US) Inc. +	Vice President - Real Estate	7/11 - Present
	BNY Mellon Performance & Risk Analytics, LLC+	Vice President - Real Estate	7/11 - Present
	BNY Mellon Trust Company of Illinois+	Vice President - Real Estate	7/11 - Present
	BNY Mellon Trust of Delaware+	Vice President - Real Estate	7/11 - Present
	Eagle Investment Systems LLC+	Vice President - Real Estate	7/11 - Present
	Ivy Asset Management LLC+	Vice President - Real Estate	7/11 - Present
	Mellon Capital Management Corporation***	Vice President - Real Estate	7/11 - Present
	Mellon Financial Services Corporation #1+	Vice President - Real Estate	7/11 - Present

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
	Mellon Holdings LLC+	Vice President - Real Estate	7/11 - Present
	Mellon Investor Services LLC+	Vice President - Real Estate	7/11 - Present
	Pareto New York LLC*****	Vice President - Real Estate	7/11 - Present
	SourceNet Solutions, Inc. +	Vice President - Real Estate	7/11 - Present
	Technology Services Group, Inc. +	Vice President - Real Estate	7/11 - Present
	Tennessee Processing Center LLC+	Vice President - Real Estate	7/11 - Present
	The Bank of New York Mellon Trust Company, National Association+	Vice President - Real Estate	7/11 - Present
	Alcentra US, Inc. ++	Vice President - Real Estate	7/11 - Present
	BNY Mellon Capital Markets LLC++	Vice President - Real Estate	7/11 - Present
	Pershing LLC*****	Vice President - Real Estate	7/11 - Present
	The Bank of New York Mellon+	Vice President	12/02 - Present
James Bitetto Secretary	The Dreyfus Family of Funds++	Vice President and Assistant Secretary	8/05 - Present
	MBSC Securities Corporation++	Assistant Secretary	6/07 - Present
	Dreyfus Service Organization, Inc.++	Secretary	8/05 - Present
	The Dreyfus Consumer Credit Corporation++	Vice President	2/02 - 8/10
	Founders Asset Management LLC****	Assistant Secretary	3/09 - 12/09

*	The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108.
**	The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104.
***	The address of the business so indicated is 50 Fremont Street, Suite 3900, San Francisco, California 94105.

****	The address of the business so indicated is 210 University Blvd., Suite 800, Denver, Colorado 80206.
*****	The address of the business so indicated is One Wall Street, New York, New York 10286.
+	The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258.
++	The address of the business so indicated is 200 Park Avenue, New York, New York 10166.
+++	The address of the business so indicated is 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.
++++	The address of the business so indicated is White Clay Center, Route 273, Newark, Delaware 19711.
+++++	The address of the business so indicated is 4005 Kennett Pike, Greenville, DE 19804.

Item 32.Principal Underwriters
(a)Other investment companies for which Registrant's principal underwriter (exclusive distributor) acts as principal underwriter or exclusive distributor:
1.	Advantage Funds, Inc.
2.	BNY Mellon Funds Trust
3.	CitizensSelect Funds
4.	Dreyfus Appreciation Fund, Inc.
5.	Dreyfus BASIC Money Market Fund, Inc.
6.	Dreyfus Bond Funds, Inc.
7.	Dreyfus Cash Management
8.	Dreyfus Funds, Inc.
9.	The Dreyfus Fund Incorporated
10.	Dreyfus Government Cash Management Funds
11.	Dreyfus Growth and Income Fund, Inc.
12.	Dreyfus Index Funds, Inc.
13.	Dreyfus Institutional Cash Advantage Funds
14.	Dreyfus Institutional Preferred Money Market Funds
15.	Dreyfus Institutional Reserves Funds
16.	Dreyfus Intermediate Municipal Bond Fund, Inc.
17.	Dreyfus International Funds, Inc.
18.	Dreyfus Investment Funds
19.	Dreyfus Investment Grade Funds, Inc.
20.	Dreyfus Investment Portfolios
21.	The Dreyfus/Laurel Funds, Inc.
22.	The Dreyfus/Laurel Funds Trust
23.	The Dreyfus/Laurel Tax-Free Municipal Funds

24.	Dreyfus Liquid Assets, Inc.
25.	Dreyfus Manager Funds I
26.	Dreyfus Manager Funds II
27.	Dreyfus Midcap Index Fund, Inc.
28.	Dreyfus Money Market Instruments, Inc.
29.	Dreyfus Municipal Bond Opportunity Fund
30.	Dreyfus Municipal Cash Management Plus
31.	Dreyfus Municipal Funds, Inc.
32.	Dreyfus Municipal Money Market Fund, Inc.
33.	Dreyfus New Jersey Municipal Bond Fund, Inc.
34.	Dreyfus New Jersey Municipal Money Market Fund, Inc.
35.	Dreyfus New York AMT-Free Municipal Bond Fund
36.	Dreyfus New York AMT-Free Municipal Money Market Fund
37.	Dreyfus New York Municipal Cash Management
38.	Dreyfus New York Tax Exempt Bond Fund, Inc.
39.	Dreyfus Opportunity Funds
40.	Dreyfus Premier California AMT-Free Municipal Bond Fund, Inc.
41.	Dreyfus Premier GNMA Fund, Inc.
42.	Dreyfus Premier Investment Funds, Inc.
43.	Dreyfus Premier Short-Intermediate Municipal Bond Fund
44.	Dreyfus Premier Worldwide Growth Fund, Inc.
45.	Dreyfus Research Growth Fund, Inc.
46.	Dreyfus State Municipal Bond Funds
47.	Dreyfus Stock Funds
48.	Dreyfus Short-Intermediate Government Fund
49.	The Dreyfus Socially Responsible Growth Fund, Inc.
50.	Dreyfus Stock Index Fund, Inc.
51.	Dreyfus Tax Exempt Cash Management Funds
52.	The Dreyfus Third Century Fund, Inc.
53.	Dreyfus Treasury & Agency Cash Management
54.	Dreyfus Treasury Prime Cash Management
55.	Dreyfus U.S. Treasury Intermediate Term Fund
56.	Dreyfus U.S. Treasury Long Term Fund
57.	Dreyfus 100% U.S. Treasury Money Market Fund

58.	Dreyfus Variable Investment Fund
59.	Dreyfus Worldwide Dollar Money Market Fund, Inc.
60.	General California Municipal Money Market Fund
61.	General Government Securities Money Market Funds, Inc.
62.	General Money Market Fund, Inc.
63.	General Municipal Money Market Funds, Inc.
64.	General New York Municipal Money Market Fund
65.	Strategic Funds, Inc.

(b)
Name and principal Business address	Positions and offices with the Distributor	Positions and Offices with Registrant
Ken Bradle**	Chief Executive Officer, President and Director	None
Robert G. Capone****	Executive Vice President and Director	None
J. Charles Cardona*	Executive Vice President and Director	Executive Vice President (Money Market Funds Only)
Sue Ann Cormack**	Executive Vice President	None
John M. Donaghey***	Executive Vice President and Director	None
Mark A. Keleher*****	Executive Vice President	None
James D. Kohley***	Executive Vice President	None
William H. Maresca**	Executive Vice President and Director	None
Timothy M. McCormick*	Executive Vice President	None
David K. Mossman***	Executive Vice President	None
Christopher D. O'Connor*	Executive Vice President and Director	None
Irene Papadoulis**	Executive Vice President	None
Matthew Perrone**	Executive Vice President	None
Bradley J. Skapyak*	Executive Vice President	President
Bill E. Sappington*	Executive Vice President and Director	None
Gary Pierce*	Chief Financial Officer and Director	None
Tracy Hopkins*	Senior Vice President	None
Mercedes Katz**	Senior Vice President	None
Mary T. Lomasney****	Senior Vice President	None
Barbara A. McCann****	Senior Vice President	None
Christine Carr Smith*****	Senior Vice President	None

(b)
Name and principal Business address	Positions and offices with the Distributor	Positions and Offices with Registrant
Kathleen DeNicholas*	Chief Legal Officer and Secretary	None
Joseph W. Connolly*	Chief Compliance Officer (Investment Advisory Business)	Chief Compliance Officer
Stephen Storen*	Chief Compliance Officer	Anti-Money Laundering Compliance Officer
Matthew D. Connolly*	Vice President and Anti-Money Laundering Officer	None
Maria Georgopoulos*	Vice President – Facilities Management	None
Stewart Rosen*	Vice President – Facilities Management	None
Karin L. Waldmann*	Privacy Officer	None
Gary E. Abbs***	Vice President – Tax	None
Timothy I. Barrett**	Vice President	None
Gina DiChiara*	Vice President	None
Jill Gill*	Vice President	None
Joanne S. Huber***	Vice President – Tax	None
John E. Lane******	Vice President	None
Kathleen Geis******	Vice President	None
Dean M. Steigauf******	Vice President	None
Donna M. Impagliazzo**	Vice President – Compliance	None
Anthony Nunez*	Vice President – Finance	None
Claudine Orloski***	Vice President – Tax	None
William Schalda*	Vice President	None
John Shea*	Vice President – Finance	None
Christopher A. Stallone**	Vice President	None
Susan Verbil*	Vice President – Finance	None
William Verity*	Vice President – Finance	None
James Windels******	Vice President	Treasurer
James Bitetto*	Assistant Secretary	Vice President and Assistant Secretary
James D. Muir*	Assistant Secretary	None
Barbara J. Parrish***	Assistant Secretary	None
Cristina Rice***	Assistant Secretary	None

*	Principal business address is 200 Park Avenue, New York, NY 10166.
**	Principal business address is 144 Glenn Curtiss Blvd., Uniondale, NY 11556-0144.
***	Principal business address is One Mellon Bank Center, Pittsburgh, PA 15258.
****	Principal business address is One Boston Place, Boston, MA 02108.
*****	Principal business address is 50 Fremont Street, Suite 3900, San Francisco, CA 94105.
******	Principal business address is 101 Barclay Street, New York 10286.
*******	Principal business address is 2 Hanson Place, Brooklyn, New York 11217

Item 33.Location of Accounts and Records

1.The Bank of New York Mellon
One Wall Street
New York, New York 10286

2.The Bank of New York Mellon
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258

3.BNY Mellon Investment Servicing (US), Inc.
4400 Computer Drive
Westborough, MA 01581

4.The Dreyfus Corporation
200 Park Avenue
New York, New York 10166

Item 34.Management Services

Not Applicable

Item 35.Undertakings

None

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York, and State of New York on the 29th of April, 2013.

The Dreyfus Fund Incorporated

BY:	/s/ Bradley J. Skapyak*
	Bradley J. Skapyak, PRESIDENT

Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signatures	Title	Date
/s/ Bradley J. Skapyak*	President (Principal Executive Officer)	4/29/13
Bradley J. Skapyak
/s/ James Windels*	Treasurer (Principal Financial Officer and Accounting Officer)	4/29/13
James Windels
/s/ Joseph S. DiMartino*	Chairman of the Board	4/29/13
Joseph S. DiMartino
/s/ Clifford L. Alexander*	Board Member	4/29/13
Clifford L. Alexander
/s/ Gordon J. Davis*	Board Member	4/29/13
Gordon J. Davis
/s/ Whitney Gerard*	Board Member	4/29/13
Whitney Gerard
/s/ Nathan Leventhal*	Board Member	4/29/13
Nathan Leventhal
/s/ George L. Perry*	Board Member	4/29/13
George L. Perry
/s/ Benaree Pratt Wiley*	Board Member	4/29/13
Benaree Pratt Wiley

*BY:	/s/ Kiesha Astwood
	Kiesha Astwood Attorney-in-Fact

INDEX OF EXHIBITS

Exhibits

(h) Form of Transfer Agency Agreement

(j)Consent of Independent Registered Public Accounting Firm.

(p)(1)Code of Ethics adopted by Registrant, dated May 29, 2012.

Other Exhibits

(a)Power of Attorney of certain officers of Registrant, dated November 8, 2012.

EX-99

EXECUTION COPY

TRANSFER AGENCY AGREEMENT

by and between

EACH INVESTMENT COMPANY LISTED ON SCHEDULE B HERETO

and

DREYFUS TRANSFER, INC.

TABLE OF CONTENTS
	Page Number
Background	3
Terms	3
1 Appointment	3
2 Records; Visits	8
3 Services	9
4 Confidentiality	40
5 Privacy	41
6 Audits; Questionnaires	43
7 Cooperation with Accountants	44
8 Disaster Recovery	44
9 Fees and Expenses	45
10 Instructions	47
11 Terms Relating to Liability	49
12 Indemnification	50
13 Termination	52
14 Policies and Procedures	54
15 Notices	55
16 Amendments	56
17 Assignment; Subcontracting	56
18 Facsimile Signatures; Counterparts	56
19 Miscellaneous	56
Schedule A Definitions; Index of Defined Terms	60
Schedule B Funds	68
Schedule C DTI Procedures	72
Schedule D Good Friday Funds (as described in Section 1(b)(iii))	76
Schedule E Day 2 Services	78
Exhibit 1A Certification Re Sarbanes-Oxley Required by Section 3(k)	80
Exhibit 1B Certification Re Rule 38a-1 Compliance Required By Section 3(k)	82

Page 2

TRANSFER AGENCY AGREEMENT

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 incorporate each by reference; the terms "party" and "parties" exclusively mean DTI and the Funds; and the term "third party" means all persons and entities other than DTI and the Funds.

Background

A.        DTI is registered as a transfer agent under the 1934 Act, and each Fund is an investment company registered under the 1940 Act, or portfolios thereof.

B.         The Investment Companies listed on Schedule B wish to retain DTI to perform various transfer agency, registrar, dividend disbursing and shareholder servicing services for and on behalf of each of the Portfolios listed on Schedule B, as such Schedule B may be amended from time to time, and DTI wishes to furnish such services. 

C.         Each Fund acknowledges that DTI has entered into a Sub-Transfer Agency Agreement with BNY Mellon Investment Servicing (US) Inc. ("BNYM"), dated as of May 24, 2012 (the "Sub-Agreement"), for the performance by BNYM and its permitted successors and assigns, on behalf of DTI, of certain of the Services (as defined below) and other obligations of DTI under this Agreement.

D.        Each Fund acknowledges that, pursuant to the Sub-Agreement, DTI utilizes certain components of the BNYM System to perform certain of the Services, including using the BNYM System to access the data and information maintained in the BNYM System.

Terms

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree to the statements made in the preceding paragraphs and as follows:  

1.         Appointment. 

(a)        Each Fund hereby engages DTI to provide the transfer agency, registrar, dividend disbursing and shareholder servicing services set forth in Sections 2 and 3 (the "Services") to and on behalf of the Fund.  DTI accepts such engagement and agrees in connection with such engagement to furnish the Services, utilizing the BNYM System where appropriate for the Service being provided.  DTI shall be under no duty to provide any service to or on behalf of a Fund except as specifically set forth in Section 2 or Section 3 or as DTI and the Fund may specifically agree in a written amendment to this Agreement.  Except as the parties may otherwise mutually agree in a written amendment to this Agreement, DTI shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a Fund or by any other third party service provider to a Fund not engaged by DTI. 

Page 3

(b)        DTI shall provide the Services, including giving the Funds access to the Licensed Systems, on all days the New York Stock Exchange ("NYSE") is open for trading, and, in accordance with the following criteria, on certain days the NYSE is scheduled to be open for trading but does not open for any trading: 

(i)         If the closing of the NYSE on a scheduled trading day is announced at least one Business Day (as defined below) in advance by the NYSE, then DTI will provide all Services in accordance with this Agreement to the extent commercially reasonable under circumstances where some trading markets are open and some trading markets are closed;

(ii)        If the closing of the NYSE on a scheduled trading day is not announced at least one Business Day in advance, DTI shall run the nightly cycle and provide such other Services as are commercially reasonable under the circumstances and, if applicable, under its business continuity plan; and

(iii)       With respect to Good Friday, if the NYSE is closed for trading:  DTI agrees to attempt to develop and implement in accordance with and subject to Section 3(i), a manual process to provide the equivalent of a nightly processing cycle for transactions on Good Friday in the Funds designated on Schedule D.

A "Business Day" as used herein shall mean a day the NYSE is open for trading and, in respect of provision of particular Services, such days as such Services are provided in accordance with 1(b)(i), (ii) or (iii).

(c)        (1)        In the event a Fund requests in writing that DTI provide to the Fund a new or modified service due to the adoption (or the announcement of the adoption) of a new or modified law, rule, regulation or legal process ("New Legal Requirement") or due to a new or modified industry practice, standard, specification, operation or process ("New Operations Requirement", and together with New Legal Requirement, "New Industry Requirement"), that a consensus of participants in the open-end investment company industry, as evidenced by communications of the Investment Company Institute or a trade association of similar size and diversity of membership, determines is a service that transfer agents will be expected to provide to open-end investment companies ("New General Industry Service"), or in the absence of such a determination DTI determines to provide a new or modified service in response to a New Industry Requirement, whether or not a Fund provides the above-described written request, and a Fund determines that it will utilize the new or modified service ("New Fund Industry Service"; and together with New General Industry Service, a "New Industry Service"), and a Fund does not request any modification or enhancement to the New Industry Service, and during the design, development and implementation of the New Industry Service no modification or enhancement to the New Industry Service, any Service or the BNYM System is required by the Fund and no modification to the implementation process is required by the Fund, then DTI will use its best efforts to provide the New Industry Service, subject to the following: 

(i)         With respect to a New Industry Service provided by DTI that is attributable to a New Legal Requirement, if such New Industry Service increases DTI's costs, DTI and the Funds shall confer and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DTI for its increased costs; and

(ii)        With respect to a New Industry Service provided by DTI that is attributable to a New Operations Requirement, if such New Industry Service increases DTI's costs, then the Funds will pay such fees for the provision of the service by DTI after implementation as the parties shall mutually agree in writing, or in the absence of such agreement, such amount necessary to reimburse DTI for its increased costs.

(2)        In the event that:

Page 4

(I)        following the adoption (or the announcement of the adoption) of a New Legal Requirement there does not occur within a reasonable time thereafter a determination that a New Industry Service must be developed and the Funds reasonably determine that the Funds' compliance with the New Legal Requirement necessitates a modification or addition to a Service or the BNYM System and so notifies and requests such of DTI in writing;

(II)       following the adoption (or the announcement of the adoption) of a New Legal Requirement there occurs within a reasonable time thereafter a determination that a New Industry Service must be developed and the Funds reasonably determine that the Funds' compliance with the New Legal Requirement necessitates a modification or addition to the New Industry Service, a Service, the BNYM System or the process of implementing the New Industry Service;

(III)      following the adoption (or the announcement of the adoption) of a New Operations Requirement there does not occur within a reasonable time thereafter a determination that a New Industry Service must be developed and the Funds reasonably determine that a modification or addition to a Service or the BNYM System is required for the Funds in response to the New Operations Requirement in order to maintain a critical Fund function or service and DTI, acting in good faith, agrees with such determination; or

(IV)      following the adoption (or the announcement of the adoption) of a New Operations Requirement there occurs within a reasonable time thereafter a determination that a New Industry Service must be developed and the Funds reasonably determine that a modification or addition to the New Industry Service, a Service, the BNYM System or the process of implementing the New Industry Service is required for the Funds in response to the New Operations Requirement in order to maintain a critical Fund function or service and DTI, acting in good faith, agrees with such determination;

then in the case of either (I), (II), (III) or (IV) (each a "New Fund Service"), DTI will use its best efforts to provide the New Fund Service and provide it on an ongoing basis subject to the following:

(i)         to the extent any of such design, development, implementation and ongoing servicing will involve the performance of services appropriate and reasonable for the Technology Personnel to perform, the Technology Personnel will perform all such work in accordance with and subject to all terms of Section 3(d)(2); and

(ii)        to the extent any of such design, development, implementation and ongoing servicing will require work other than that described in clause (i), the Funds will pay to DTI fees and reimburse reasonable expenses incurred in connection with such work in accordance with (A) the Fee Agreement, (B) in the event provisions in the Fee Agreement are not reasonably applicable to the work performed or provided by DTI, reasonable fees and expenses as agreed to by the parties, or (C) in the event provisions in the Fee Agreement are not reasonably applicable to the work performed or provided by DTI and the parties do not agree in writing to applicable fees and reimbursable expenses, such amount necessary to reimburse DTI for its incremental costs in providing the New Fund Service.

For clarification:  If due to a New Legal Requirement or a New Operations Requirement of the type described in clause (III) or (IV) of this Section 1(c)(2) the Funds request and DTI provides both a New Industry Service and a New Fund Service, fees and reimbursable expenses payable by the Funds shall be determined under Section 1(c)(1) with respect to the New Industry Service and under Section 1(c)(2) with respect to the New Fund Service.

Page 5

(d)        (1)        In the event a Fund requests in writing that DTI provide a service to the Fund that is not a service governed by Section 1(c) and that is in any way different from the Services or Licensed Services ("Requested Service"), DTI will negotiate in good faith with the Funds regarding the terms of a written amendment to this Agreement mutually acceptable to the parties in their discretion providing for the development and implementation of the Requested Service, including applicable fees and reimbursable expenses, and the fee, reimbursable expense and other terms to be applicable to the ongoing performance of the Requested Service, and DTI will use commercially reasonable efforts to perform or provide the work provided for in the written amendment.  To the extent any of such work involves the performance of services appropriate and reasonable for the Technology Personnel, the Technology Personnel will perform all such work in accordance with and subject to all terms of Section 3(d)(2) unless the parties agree otherwise in the written amendment.

(2)        DTI will not be obligated to agree to any such written amendment if it determines in its reasonable sole discretion that the Requested Service is "Commercially Infeasible", which is hereby defined to mean that the Requested Service (i) is not reasonably consistent with or related to the Services at the time of the request, (ii) is in conflict or inconsistent with or violates to any degree a law, rule, regulation, or order or legal process of any nature, (iii) imposes on DTI a risk, liability or obligation it determines to be detrimental or adverse to DTI or its interests or rights, (iv) imposes costs and expenses on DTI that are not adequately recovered by fees and expense payments that the Funds indicate they are willing to pay and DTI reasonably anticipates disputes with respect to the fees and expenses it will invoice, (v) requires a material increase in required resources that may not be reasonably obtainable in the general commercial marketplace, (vi) is reasonably likely to result in a diversion of resources, disruption in established work flows, course of operations or implementation or effectiveness of controls, or (vii) DTI lacks sufficient information, analysis or legal advice to determine that the conditions in clauses (ii) and (iii) do not exist and the Funds decline to reimburse DTI for the expenses as they are incurred of engaging the resources to make such determination.

            (3)        For clarification:  Notwithstanding the written amendment referred to in this Section 1(d), DTI will not be liable for any failure to provide a service or for any delay in providing a service under this Section 1(d), whether or not it includes work performed by the Technology Personnel, if despite DTI's commercially reasonable efforts the service later becomes technically infeasible or DTI or BNYM does not possess the resources required for the development, implementation or provision of such service and such resources cease or fail to be reasonably available in the regular commercial marketplace at reasonable prices.

(e)        DTI represents and agrees that it will use commercially reasonable efforts to read investment company trade periodicals of general circulation which report current events in the investment company industry and agrees that it will periodically assess the need to modify, or to recommend the modification of, the BNYM System and the Services in response to such events, but in no event shall this Section 1(e) be interpreted to require a modification of the BNYM System or a Service solely as a result of such reading and assessing.

(f)        DTI agrees to maintain, at all times during the term of this Agreement, the following insurance policies, issued by a qualified insurance carrier with a Best's rating of "A"or better, in at least the following minimum amounts after or over deductibles: 

(i)         an Investment Company Asset Protection Bond providing coverage for, among other things, employee dishonesty, loss of money/securities, and forgery, in the amount necessary to satisfy the requirements of Rule 17g-1(d) under the 1940 Act; and

(ii)        a professional liability policy providing errors and omissions coverage in the amount of $5 million.

Page 6

Such bond and policy may be in the form of joint bonds and policies insuring the Funds and DTI and its Affiliates, and in the case of (i) above, DTI may rely on such bonds maintained by the Funds.  DTI will periodically review its insurance limits and increase or decrease coverage (or make no changes to its coverage) as it determines in its reasonable sole discretion to be appropriate given the size and scope of its operations and the cost of such insurance.  DTI will notify the Funds in advance of any reduction in coverage.

(g)        In the event a Fund requests in writing that a third party, designated by the Fund, which is not a competitor of BNYM in any aspect of the transfer agency or shareholder servicing business ("Proposed Service Provider"), perform one or more of the Services instead of DTI, DTI agrees that it will negotiate in good faith the terms of a written amendment to this Agreement, including terms providing for a reduction in fees, related to a transfer of the particular Services identified in the written request to the Proposed Service Provider; provided, however, the Funds may not transfer, and DTI shall not be obligated to agree to transfer, or to transfer, any Services to any Proposed Service Provider, or to transmit or provide any data or information, including Dreyfus Data, to the Proposed Service Provider, and the Funds shall be prohibited from transmitting or providing any data or information, including Dreyfus Data, to the Proposed Service Provider if DTI reasonably determines that loss of fees associated with the requested service transfer will reduce more than insignificantly the revenue upon which DTI based its Fees, service levels, staffing or any other component of its service commitment to DTI in this Agreement.

(h)        DTI represents and warrants to the Funds that:

(i)         It is a corporation duly organized and existing and in good standing under the laws of the State of Maryland.

(ii)        It is duly registered as a transfer agent under Section 17A(c)(2) of the 1934 Act, and it will remain so registered for the duration of this Agreement.  It will promptly notify the Funds in the event of any material change in its status as a registered transfer agent.

(iii)       It is duly qualified to carry on its business in the State of New York and in all other jurisdictions in which the failure to be so registered would materially and adversely affect its ability to perform this Agreement.

(iv)       It is empowered under Applicable Law and by its Articles of Incorporation and By-Laws to enter into and perform the Services.

(v)        All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

(vi)       It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

(vii)      It is and will be in material compliance with all Applicable Law; provided, however, for clarification, this Section 1(h)(vii) shall not be interpreted to require DTI to change the performance of any Service (or the Written Procedures that may govern a Service) due to a change in the Applicable Law of a Fund, except to the extent provided for in Section 1(c).

(i)         Each Fund represents and warrants to DTI that:

(i)         It is either a corporation duly organized and existing and in good standing under the laws of the State of Maryland or a business trust duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.

(ii)        Each Fund is an investment company registered under the 1940 Act, or series thereof.

(iii)       It is duly qualified to carry on its business in the State of New York and in all other jurisdictions in which the failure to be so registered would materially and adversely affect its ability to perform this Agreement.

(iv)       It is empowered under Applicable Law and by its Articles of Incorporation or Declaration of Trust, as applicable, and By-Laws to enter into and perform this Agreement.

Page 7

(v)        All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

(vi)       It is and will be in material compliance with all Fund Applicable Law.

2.         Records. 

(a)        DTI will maintain books and records in the form, manner and for such periods as may be required for a Fund by the Securities Laws as constituted on the Effective Date with respect to the Services ("Books And Records Laws"), including but not limited to, those books and records required to be maintained pursuant to, and in accordance with, subparagraphs (1) and (2)(iv) of paragraph (b) of Rule 31a-1 under the 1940 Act and Rules 17Ad-6 and 17Ad-7 under the 1934 Act, as such rules are constituted on the Effective Date.  Fund books and records maintained on the BNYM System or otherwise shall accurately reflect in accordance with the DTI Procedures the orders, instructions, and other information received by DTI from (i) Authorized Persons, (ii) the Third Party Institution, (iii) each broker-dealer or other financial intermediary with clients invested in a Fund ("Dealer"), (iv) Fund shareholders or (v) other appropriate persons or entities.

(b)        Fund books and records will be preserved and safely stored (at the Funds' expense as a Reimbursable Expense) in accordance with the Written Procedures and Documentation.  DTI will maintain Fund books and records for any retention period required by the Books And Records Laws or such longer period as may be mutually agreed upon by the parties from time to time in a written amendment to this Agreement, the Written Procedures or the Documentation.  At or after the expiration of the applicable retention period for particular Fund books and records under Books And Records Laws DTI will (i) if requested by a Fund, deliver a copy of the relevant books and records to the Fund, and (ii) in all cases,  destroy all copies of the books and records in accordance with DTI's normal archival and document destruction policies and procedures.  DTI will not destroy Fund books and records other than in accordance with the immediately preceding sentence without the consent of the Fund (which consent will not be unreasonably withheld).  If a Fund requests delivery of books and records under this Section 2(b), the Fund shall reimburse DTI for its out-of-pocket expenses for delivery and handling and pay the applicable Fees for the personnel or other resources used by DTI in responding to the request, except that services in response to the request shall be performed to the extent appropriate and reasonable by the Technology Personnel in accordance with and subject to all terms of Section 3(d)(2).

(c)        The books and records pertaining to a Fund, which DTI is responsible hereunder for maintaining, shall be the property of the Fund and a true, accurate and complete copy shall be surrendered (i.e., delivered) promptly to the Fund upon request, subject to Section 2(b) with respect to retention and destruction.  Authorized Persons shall have access to all such books and records at all times during DTI's normal business hours and Authorized Persons shall have access to the books and records of the relevant Fund at all times during DTI's normal business hours.  If a Fund requests delivery of books and records under this Section 2(c), the Fund shall reimburse DTI for its out-of-pocket expenses for delivery and handling and pay applicable Fees for personnel or other resources used by or on behalf of DTI in responding to the request, except that services in response to the request shall be performed to the extent appropriate and reasonable by the Technology Personnel in accordance with and subject to all terms of Section 3(d)(2).  Notwithstanding the foregoing, DTI will, at no expense to the Funds, supply shareholder lists to a Fund upon receiving a request from an Authorized Person.

(d)        In case of any request or demand for the inspection of the stock books of a Fund or any other Fund books or records for which DTI is responsible hereunder for maintaining, other than pursuant to Section 2(c), DTI will notify the Fund and permit access only if so instructed in Written Instructions, if provided.  DTI reserves the right to exhibit the stock books or other Fund books or records to any third party in the event it is advised by its counsel that it may be held liable under Applicable Law if it fails to do so, but DTI shall have no duty to a Fund under any circumstances to consult with counsel with respect to the exhibition or non-exhibition of stock books or such other Fund books or records;provided, however, that in any such event DTI shall notify the Fund in a timely manner after it has exhibited Fund stock books or other books or records of a Fund to any third party. 

Page 8

3.         Services. 

(a)        Transfer Agent, Registrar, Dividend Disbursing, and Shareholder Servicing: 

The following terms shall apply without exception to all services described in this Section 3(a):

DTI shall provide the services described in this Section 3(a) to the extent applicable to a particular Fund and, notwithstanding any other provision in this Agreement, in accordance with (i) the Written Procedures, and (ii) subject to Sections 1(c), 1(d) and 9(d) hereof:  (A) the Fund's Prospectus, and (B) Applicable Law.  In the event of any conflict between a Written Procedure, and a provision of this Section 3(a), the Written Procedure shall prevail.  In the absence of an applicable Written Procedure, DTI's duty to perform the services described in this Section 3(a) shall be satisfied if it employs an Industry Standard (as defined in Section 14) or takes other commercially reasonable measures.     

(1)        Establishment and Maintenance of Shareholder Accounts

(i)         Review new account applications; correspond with applicant to complete or correct information.

(ii)        Upon receipt of required information, establish each shareholder account in the BNYM System and maintain such account.

(iii)       Capture and retain signatures of account owners or other persons authorized to act on account.

(iv)       For existing accounts, change account information, such as address and beneficiary information, when properly instructed by the record owner of the account or other authorized person.

(v)        Purge closed accounts from the BNYM System.

(vi)       Process account Dealer/branch/rep changes on accounts.

(vii)      Subject to Sections 10 and 14, support exception processing.

(2)        Purchases, Redemptions and Transfers of Shares

(i)         Record the issuance of Shares of each Fund and maintain, pursuant to SEC Rule 17Ad-10(e), a record of the total number of full and fractional Shares of each Fund authorized, issued, and outstanding.

(ii)        Process instructions received in good order for the purchase of Shares upon receipt of payment and in connection therewith issue the appropriate number of Shares to, and hold such Shares in, the appropriate shareholder account.

(iii)       Process redemption instructions received in good order, notify the Funds' custodian bank ("Fund Custodian") of such redemptions, make appropriate adjustments to Shares held in shareholder accounts to reflect such redemptions, and remit redemption proceeds upon receipt of such from the Fund Custodian to the shareholder or other authorized person in accordance with the redemption instructions.

(iv)       Transfer Shares as directed by transfer instructions received in good order.

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(v)        Process instructions received in good order with respect to shareholder privileges and services set forth in the Fund's Prospectus, including:

(A)       Checkwriting,

(B)       Exchanges, and

(C)       Automatic purchase and redemption plans (e.g., Dreyfus Auto-Exchange Privilege, Dreyfus Automatic Asset Builder, Dreyfus Government Direct Deposit Privilege, Dreyfus Payroll Savings Plan, Dreyfus Dividend Sweep, Dreyfus Dividend ACH and Automatic Withdrawal Plan).

(vi)       The parties acknowledge that, as of the Effective Date, no Fund authorizes the issuance of certificates to evidence Shares, but prior to the Effective Date one or more Funds did authorize the issuance of certificates to evidence Shares.  If a Fund authorizes the issuance of Share certificates subsequent to the Effective Date, DTI will perform all activities listed in clauses (A) through (D) below with respect to such certificated Shares.  DTI will also perform the activities listed in clauses (B) through (D) below with respect to certificated Shares authorized prior to the Effective Date:

(A)       transfer certificated Shares,

(B)       maintain a record of outstanding certificated Shares,

(C)       cancel certificates tendered in a redemption or exchanged for book-entry Shares,

(D)       place a stop notice against any Shares represented by a certificate reported to be lost or stolen, comply with all Securities Laws applicable to the reporting of such loss or alleged misappropriation and remove the stop notice only upon (y) the shareholder's pledge of a lost instrument bond or such other appropriate indemnity bond issued by a surety company approved by DTI and (z) completion of a release and indemnification agreement signed by the shareholder to protect DTI and the Fund.

(vii)      Support wire hierarchy.

(viii)     Support wire bulking, netting, and individual wire remittance.

(ix)       Support manual rush wire processing.

(x)        Process prior day manual faxed trades.

(xi)       Process transfer logs and manual ACATs.

(xii)      Process manual same-day net settlement trades.

(xiii)     Support and confirm order clearance processing.

(xiv)     Process adjustments.

(xv)      Process AM and PM exchanges.

(xvi)     Support lockbox processing.

(xvii)    Support redemption draft processing.

(xviii)   Support ACH credit and debit processing.

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(xix)     Identify and report large trades.

(xx)      Provide real-time pending trades for internal Fund portfolio management reporting purposes.

(xxi)     Monitor and resolve manual open orders.

(xxii)    Support investment, redemption, and exchange restrictions.

(xxiii)   Support exception processing, subject to Sections 10 and 14 hereof.

(3)        Dividends and Distributions.  Upon receipt by DTI of Written Instructions (or for Funds that pay a daily dividend, electronic instructions that comply with the DTI Procedures) containing all requisite information that may be reasonably requested by DTI, including payment directions and authorization, DTI shall issue Shares in payment of the dividend or distribution, or, upon shareholder election, pay such dividend or distribution in cash, if provided for in a Fund's Prospectus.  Cash payments shall be distributed to shareholders in accordance with the options provided by a Fund's Prospectus upon receipt of all proper instructions and required documentation from a shareholder.  If requested by DTI, a Fund shall furnish a certified resolution of the Fund's Board of Directors/Trustees or authorized Fund officer declaring and authorizing the payment of a dividend or other distribution but DTI shall have no duty to request such.  Issuance of Shares or payment of a dividend or distribution as provided for in this Section 3(a)(3), as well as payments upon redemption as described in Section 3(a)(2), shall be made after deduction and payment of any and all amounts required to be withheld in accordance with any applicable tax laws or other Applicable Law.  DTI shall (i) mail or E-deliver, as applicable, to each Fund's shareholders such tax forms and other information, or permissible substitute notice, relating to dividends and distributions paid by the Fund as are required to be filed and mailed by Applicable Law; and (ii) prepare, maintain and file with the Internal Revenue Service ("IRS") and other appropriate taxing authorities reports relating to all dividends by the Fund paid to its shareholders (above threshold amounts stipulated by Applicable Law) as required by tax or other laws, rules or regulations; provided, however, notwithstanding the foregoing and notwithstanding any other provision of this Section 3(a)(3) or this Agreement: (A) DTI's exclusive obligations with respect to any written statement that Section 19(a) of the 1940 Act may require to be issued with respect to a Fund ("19(a) Statement") shall be, upon receipt of specific Written Instructions to such effect, to receive from the Fund the information which is to be printed or displayed on the statement, to print or display such information on appropriate paper stock and to mail or E-deliver such statement to shareholders, and (B) DTI's sole obligation with respect to any dividend or distribution that Section 19(a) of the 1940 Act may require be accompanied by such a written statement shall be to act strictly in accordance with the express terms of this Section 3(a)(3) and shall not include any duties with respect to the determination of the appropriateness of providing a 19(a) Statement or of its contents, such duties being exclusively the Fund's.

(4)        Research and Problem Resolution. 

(i)         In a commercially reasonable manner, research and respond to each research request regarding shareholder accounts and activity therein reasonably submitted by a Fund; and

(iii)       Engage in commercially reasonable conduct and employ commercially reasonable measures to resolve any problems identified as a result of the research conducted in accordance with clause (i).

(5)        Communications to Shareholders. This Section 3(a)(5) should be interpreted  in conjunction with Section 3(a)(10) setting forth the print/mail/E-delivery services to be performed by DTI.

(i)         Prepare and deliver to shareholders, Dealers, and other third parties, as applicable, confirmations of purchase, sales, and other confirmable transactions in shareholder accounts that contain the information required by SEC Rule 10b-10, and disclosures required under NASD Rule 2830 (or its successor rule of FINRA), as provided to DTI by the Funds.

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(ii)        Prepare and deliver to shareholders and Dealers and other third parties, as applicable and properly authorized, monthly, quarterly, and year-end statements of account activity and holdings ("Periodic Statements"). 

(iii)       Calculate shareholder account-specific performance using "Internal Rate of Return" methodology or other mutually agreed-upon methodology and display such performance information on Periodic Statements.

(iv)       Prepare and deliver to shareholders the tax forms, information, notices and statement expressly provided for in Section (a)(3).

(v)        Prepare and deliver year-end and other Federal and state tax forms, including IRS Forms 1099, 1042, 1042S, 5498, 5498-ESA, 1099Q, 1099R, 1099DIV and 1099B ("Tax Forms"), to Fund shareholders except that DTI shall have no duty to prepare and deliver Tax Forms as follows: If a Fund in Written Instructions specifically designates Fund shareholders that are not to receive one or more Tax Forms ("Excluded Shareholders") and specifically designates the Federal and state tax forms not be to be received by each specified Excluded Shareholder ("Excluded Tax Forms"), DTI shall comply with such Written Instructions and thereafter have no duty under this Section 3(a)(5)(v) with respect to the Excluded Shareholders and Excluded Tax Forms.

(vi)       Reply directly to shareholder and Dealer inquiries, except those concerning matters not related to the Services.

(vii)      Provide standardized correspondence on rejected transactions.

(viii)     Deliver Fund Summary Prospectus to shareholder with confirmation of initial purchase of Fund Shares.

(ix)       Deliver Fund Summary Prospectus to a shareholder with confirmation of the first purchase of Fund Shares occurring on or after the date of a Fund Summary Prospectus or revision thereof or supplement thereto.

(x)        Provide capability to print or display messages on confirmations, statements and tax forms, with capacity to be determined in accordance with specifications agreed upon in writing by the parties.

(xi)       Provide capability to insert items into package containing confirmations, statements and tax forms, with capacity to be determined in accordance with specifications agreed upon in writing by the parties.

(6)        Records 

(i)         Maintain records of the accounts for each shareholder showing the following information as applicable to each registration type:

(A)       Name, address, date of birth and U.S. Tax Identification or Social Security number; additional "know-your-customer" information as specified on the form of account application; banking information; persons authorized to act on account; beneficiaries; and dividend/capital gain distribution method;

(B)       Number and class of Shares held and number and class of Shares for which certificates, if any, have been issued, including certificate numbers and denominations;

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(C)       Historical information regarding the account of each shareholder, including dividends and distributions paid and the date and price for all transactions on a shareholder's account;

(D)       Any stop or restraining order placed against a shareholder's account;

(E)       Any correspondence relating to the current maintenance of a shareholder's account;

(F)        Information with respect to tax withholdings; and

(G)       Any information required in order for DTI to perform any calculations required by this Agreement.       

(ii)        Retain in image form for applicable document retention periods a copy of source documents, including account applications, and all shareholder and Dealer correspondence.

(iii)       Provide capability for maintenance of microfilm/fiche, CD Rom and other electronic records, and generation of CD Rom and electronic records, with the particular records to be retained using such mediums as specified in the DTI Procedures.

(iv)       Retain such other records as specified in the Written Procedures.

(7)        Lost Shareholders.  Perform such services as are required in order to comply with the provisions of SEC Rule 17Ad-17 under the 1934 Act (the "Lost Shareholder Rule"), including, but not limited to:

(i)         documentation of search policies and procedures;     

(ii)        execution of required searches;          

(iii)       tracking results and maintaining data sufficient to comply with the Lost Shareholder Rule; and

(iv)       preparation and submission of data required under the Lost Shareholder Rule.

For purposes of clarification:  DTI has no obligation to perform the lost shareholder services for broker-controlled accounts, omnibus accounts and similar accounts with respect to which DTI does not receive or maintain information which would permit it to determine whether the account owner is a "lost securityholder", as that term is defined in the Lost Shareholder Rule.

(8)        Unclaimed Property Services. 

(i)         Subject to the further provisions of this Section 3(a)(8), DTI shall employ commercially reasonable measures on behalf of a Fund to comply with the unclaimed property laws and regulations of the United States (as defined below) ("Unclaimed Property Laws") with respect to Eligible Property (as defined below).  In connection with its performance of the foregoing services ("Unclaimed Property Services"), DTI and its contractors and subcontractors shall be entitled to rely on the advice of counsel with respect to the unclaimed property laws and shall not be liable for conduct undertaken in accordance with such advice.  For purposes of the foregoing:

(A)       "United States" means the states of the United States of America, the District of Columbia, Guam, Puerto Rico, U.S. Virgin Islands and any territory or commonwealth of the United States of America with a formal local government substantially equivalent to a state government which subsequent to the Effective Date adopts a statute substantially similar to the Uniform Unclaimed Property Act of 1995 (or its then current successor).

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(B)       "Eligible Property" means property beneficially owned by a person or entity other than the Fund and held in a bank account maintained for or on behalf of the Fund, or property held in a Fund shareholder account, which is (i) subject to reporting or escheat under an Unclaimed Property Law, (ii) of a nature or type or classification reasonably related to the services performed by DTI under this Agreement (such as cash amounts representing non-negotiated dividend checks and Shares in abandoned shareholder accounts), and (iii) under the control of DTI or BNYM.

(ii)        DTI shall have no liability for any Loss arising (i) from any inaccuracy in, or from the absence of any data or information from, any records of a Fund provided to DTI and used to perform the Unclaimed Property Services; and (ii) from any other failure of any party, other than DTI or BNYM pursuant to this Section 3(a)(8), to comply with an Unclaimed Property Law or to perform a service required for accurate, timely and complete future compliance with an Unclaimed Property Law (collectively, "Compliance Failures").  DTI will in good faith attempt to rectify Compliance Failures of which it becomes aware in a reasonable manner, but shall have no liability for actions taken to rectify Compliance Failures unless such actions constitute reckless disregard or intentional misconduct of DTI.  

(iii)       Each Fund shall be the "holder" under all Unclaimed Property Laws, as that term is defined therein, and DTI shall act solely as agent of the Fund in performing the Unclaimed Property Services.  Each Fund hereby authorizes DTI, in connection with performing Unclaimed Property Services, to sign reports, to sign letters, to communicate with government representatives, current and former shareholders (except to the extent provided otherwise with respect to shareholders by Written Procedures) and other appropriate third parties and otherwise to act in all manners on behalf of and in the name of the Fund and to utilize all tax identification numbers or other appropriate identifying numbers or data of a Fund ("Identification Data") in the scope and manner DTI reasonably determines to be appropriate to perform the Unclaimed Property Services.  Each Fund agrees to execute and deliver to DTI all documentation or instruments reasonably requested by DTI to evidence such authorization but agrees that the authority of DTI to act on behalf of and in the name of the Fund as described above and to use the Identification Data shall not be diminished or revoked by the absence of such documentation or instruments, and each Fund irrevocably releases DTI from any and all Claims against DTI on the grounds of absence of such authority.  Each Fund grants to DTI the authority to grant authorization for BNYM to act on behalf of the Fund in each instance that authorizations and actions on behalf of the Fund are contained in and contemplated by this Section 3(a)(8)(iii).  This Section 3(a)(8)(iii) shall survive any termination of this Agreement.

(iv)       Each Fund agrees, upon the reasonable request of DTI, to:

(A)       execute and deliver to DTI in a timely manner any reports, forms, documents and instruments reasonably determined by DTI to be appropriate in connection with its performance of the Unclaimed Property Services;

(B)       respond in a timely manner to requests from DTI for information and to review information or reports related to the Unclaimed Property Services; and

(C)       provide an electronic template of Fund letterhead for use in communications to Fund shareholders or former shareholders related to the Unclaimed Property Services.

(v)        Each Fund agrees that upon any termination of this Agreement the Fund will cause all Eligible Property in bank accounts maintained by DTI or BNYM on the Fund's behalf to be transferred to the Fund or to a successor service provider and DTI may delay completion of Conversion Actions until arrangements reasonably satisfactory to DTI for such transfers have been made.

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(9)        Tax Favored Accounts.             

(A)       Certain definitions:

(i)         "Beneficiary" means each person, entity, estate, trust or charitable organization named as a beneficiary to a Tax Favored Account pursuant to DTI Account Documentation.

(ii)        "DTI Account Documentation" means:

(aa)      account documentation (x) governing the terms of a shareholder account established and, as of the Effective Date, maintained in one or more of the Funds, (y) that includes, among other things, a custody account agreement, related disclosure materials and forms, some of which require, pursuant to provisions of the Code, that a qualified financial institution perform the activities contemplated by such documentation for a custodian, and (z) that qualifies the governed shareholder accounts as being one of the following types of accounts under the Code: (I) a Traditional, SEP (including SAR SEP), Roth or SIMPLE individual retirement account, (II) an account in a 401(k), money purchase or profit sharing plan, (III) a 403(b)(7) account, or (IV) a Coverdell educational savings account, all of the foregoing within the meaning of, as applicable, Sections 401, 403, 408 or 530 of the Code; and

(bb)      the account documentation described in clause (aa) as it may be modified from time to time in accordance with Section 3(a)(9)(C).

(iii)       "Eligible Assets" means with respect to Tax Favored Accounts, Shares of the Funds and such other assets as DTI, the TFA Custodian (as defined below) and BNYM may mutually agree.

(iv)       "Tax Favored Accounts" means the accounts of the types listed in Section 3(a)(9)(A)(ii) which are established using DTI Account Documentation and which hold, or pending settlement of a purchase transaction are established to hold, only Eligible Assets.

(v)        "in good order" means in accordance with all applicable requirements set forth in the DTI Procedures, including receipt of any required supporting documentation.

(vi)       "Owner" means (i) during the lifetime of the individual or "participant" for whom the Tax Favored Account is initially established, maintained and registered in the name of, such individual or "participant", and (ii) subsequent to the death of any such individual, the Beneficiary of the particular Tax Favored Account during such time as the Tax Favored Account serves as a conduit account for death distributions under the minimum required distribution rules of the Code for inherited Tax Favored Accounts, or the legal representatives of such Beneficiary.

(vii)      "TFA Authorized Person" means (A) an Owner, and (B) any other person authorized pursuant to DTI Procedures, in writing and to DTI's reasonable satisfaction, to act on behalf of an Owner or otherwise with respect to a Tax Favored Account.

(B)       The Funds authorize DTI to arrange for BNY Mellon Bank, or another qualified institution, to serve as custodian for the Tax Favored Accounts (the "TFA Custodian"). 

(C)       DTI shall be responsible for ensuring that the DTI Account Documentation complies in all respects with all requirements of the Code and Applicable Law.  Any modification to the DTI Account Documentation ("Proposed TFA Documentation Change") that requires a modification or addition to the services performed by DTI shall be deemed a request by a Fund governed by Sections 1(c) or 1(d) of this Agreement, as applicable, including a modification or addition to DTI services attributable to a Proposed TFA Documentation Change required by a New Legal Requirement.

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(D)       In consideration for DTI furnishing any one or more of the services provided for in this Section 3(a)(9), whether alone or in combination with others, the Funds agree to pay to DTI the related Fees and Reimbursable Expenses as set forth in the Fee Agreement.  In lieu of the Funds paying such Fees and Reimbursable Expenses, the Funds may direct DTI in a Written Instruction to collect some or all of such Fees and Reimbursable Expenses from the assets in relevant Tax Favored Accounts and following appropriate and timely disclosure to Owners in accordance with Applicable Law (the form and content of which and any minimum advance notification requirements applicable thereto shall also be provided in the Written Instruction), DTI shall thereafter look solely to assets in the Tax Favored Accounts for satisfaction of applicable Fees and Reimbursable Expenses arising after the appropriate and timely disclosure to Owners and the Funds shall not thereafter be responsible for such Fees and Reimbursable Expenses, including those not collectable by DTI from the Tax Favored Accounts, provided however, the Funds shall again become responsible for the Fees and Reimbursable Expenses associated with the services provided to Tax Favored Accounts if it in a subsequent Written Instruction directs DTI to waive or forgive such Fees or Reimbursable Expenses or otherwise to cease collecting such Fees and Reimbursable Expenses from the assets in the Tax Favored Accounts.

(E)       In addition to performing the services that other sections of this Agreement provide for with respect to Fund shareholder accounts, DTI shall provide the following additional services for Tax Favored Accounts in accordance with all DTI Procedures:

(i)         Upon receipt of a properly completed application for a Tax Favored Account, establish a Tax Favored Account in the particular Fund designated by the applicant and maintain it thereafter in accordance with this Agreement;

(ii)        Use contributions to purchase Eligible Assets in accordance with:

(aa)      Specific instructions from a TFA Authorized Person accompanying the contribution ("Specific Instructions"); 

(bb)      In the absence of Specific Instructions, in accordance with standing instructions from a TFA Authorized Person, if any, in effect for the particular Tax Favored Account ("Standing Instructions"); 

(cc)      In the absence of Specific Instructions and Standing Instructions, in accordance with DTI Procedures; and

(dd)      In the absence of Specific Instructions, Standing Instructions and DTI Procedures, DTI will return the contribution to the sending party;

(iii)       DTI will purchase additional units of Eligible Assets with all proceeds of dividend payments and capital gains and other distributions by a Fund, unless Standing Instructions direct a different disposition of such proceeds;

(iv)       Process exchanges of Shares in accordance with instructions of a TFA Authorized Person, subject to DTI Procedures;

(v)        Effect distributions in accordance with instructions from a TFA Authorized Person and the DTI Procedures;

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(vi)       Send a confirmation of each transaction in accordance with DTI Procedures;

(vii)      With respect solely to individual Accounts: notify an Owner in the year the Owner attains age 70½, and annually thereafter, of the requirements under the Code regarding required minimum distributions ("RMDs") and provide for functionality in the BNYM System to calculate and recalculate RMD amounts;

(viii)     Upon the death of an Owner, process transfers and distributions in accordance with instructions received in good order;

(ix)       Send blank designation of beneficiary forms to Owners in accordance with DTI Procedures and process designation of beneficiary forms completed and received in good order;

(x)        Process instructions for rollovers, direct rollovers, conversions, reconversions, recharacterizations, and return of excess contributions; and non-reportable transfers of assets (or the proceeds of liquidated assets) to a successor custodian or successor trustee when directed in such instructions, subject to DTI Procedures, after all amounts necessary to satisfy all obligations outstanding with respect to the particular Owner and Tax Favored Account (including any claims asserted by third parties) have been paid, withheld or reserved, as appropriate under the circumstances;

(xi)       If an instruction for a transaction is not received in good order, DTI will send correspondence to the party who sent the instruction notifying the party, to the extent an intent to effect a particular transaction can be reasonably discerned from the instruction, of the information, documentation or other materials required to render the instruction in good order;

(xii)      Distribute to such parties as the TFA Custodian may direct, all information, documents and materials reasonably determined by the TFA Custodian to be required in connection with its role as a custodian under the Code and, upon the consent of DTI, with such consent not to be unreasonably withheld, such other information, documents and materials as the TFA Custodian may direct, provided the TFA Custodian provides all such information, documents and materials the number of days in advance of the distribution date as DTI shall reasonably specify.

(xiii)     Prepare and file in the TFA Custodian's name all reports or returns required to be filed by a TFA Custodian with respect to the Tax Favored Accounts, including an annual fair market value report, required minimum distribution notice, Forms 1096, 1099R, 1099Q, 945, 5498 and 5498-ESA, and withholding remittance forms.

(xiv)     Prepare and distribute to each Owner and to such other parties as may be indicated in the DTI Procedures, an annual consolidated statement, a quarterly consolidated statement for the first, second and third calendar quarters of each year and, if requested by the TFA Custodian with reasonable advance notice, a monthly consolidated statement, in all cases detailing all account activity occurring during the period covered by the statement.

(xv)      Subject to Sections 1(c) and 1(d) and Section 9(d), maintain in accordance with requirements of the Code applicable to the TFA Custodian with respect to the activities contemplated by this Section 3(a)(9), a record of all transactions in the Tax Favored Accounts contemplated by this Agreement, including contributions, distributions, disbursements, and including with respect to distributions, the category of the distribution under the Code and the method of distribution;

(xvi)     Research in the books and records maintained pursuant to this Agreement questions regarding Tax Favored Accounts from the TFA Custodian.

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(xvii)    Perform federal and state retirement account tax withholding on distributions from all Tax Favored Accounts as required by Applicable Law.

(xviii)   Prepare and distribute to Owners any required notices regarding federal and statetaxes and tax withholding requirements (if any) in accordance with, and at the times provided under, Applicable Law, including but not limited to, any notices required under Section 3405 of the Code.

(xix)     At the request of an employer, monitor contributions to accounts to determine any excess contribution amounts and return such excess contribution amounts to the employer in accordance with DTI Procedures.

(F)        For clarification:  notwithstanding any other provision of this Agreement, DTI shall have no obligation or liability of any nature with respect to any of the following:

(i)         Investment decisions of any nature;

(ii)        Effecting distributions of RMDs absent express instructions from an Owner or, where provided for in DTI Procedures, express instructions received from the Funds in accordance with the terms of such procedures;

(iii)       Except as the parties may agree to in DTI Procedures, furnish any of the services provided for in Section 3(a)(9)(E), or any other services other than the services expressly provided for in Section 3 herein, to any account established pursuant to any account documentation other than the DTI Account Documentation, notwithstanding that such accounts may qualify as any of the accounts listed at Sections 3(a)(9)(A)(ii)(aa); or

(v)        Provide separate accounting or subaccounting of any nature regarding the monies or assets in a Tax Favored Account other than the single-account recordkeeping services expressly provided for in Section 3 herein, other than in this Section 3(a)(9)(F)(v), including without limitation separate accounting, subaccounting or establishing sources or contributors of contributions to a Tax Favored Account, earnings in the Tax Favored Account differentiated or allocated in any fashion, any pre-tax or after-tax categorizations, or disbursement, or any other categorization or classification of assets in a retirement account commonly referred to as "buckets" in the retirement plan services business, except that DTI will (i) record and maintain participant contribution, employer contribution and rollover or transfer contribution amounts in a manner permitting calculation of year-to-date participant contributions, year-to-date employer contributions, life-to-date participant contributions and life-to-date employer contributions from that information ("Down-To-Date Calculations"), and (ii) provide capability for printing the Down-To-Date Calculations on shareholder statements and confirmations and reporting the Down-To-Date Calculations to the Funds at the frequency specified in the DTI Procedures.  (For clarification: the Down-To-Date Calculations may be based solely on contribution information.  The Down-To-Date Calculations will not reflect certain adjustments made to contribution information after the information is initially received by DTI, such as manual (key-stroke) correction of errors in contribution amounts and the return of excess contribution amounts, if any.)

(10)      Print/Mail and E-delivery. 

(i)         Provide print/mail services in accordance with the applicable Written Procedures.  Such Written Procedures shall include, as appropriate, overview of the services, technical requirements, file layouts, design, production and information management, programming, development work, capacity requirements and other information necessary to implement and perform the print/mail/E-delivery services.

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(ii)        Subject in all cases to provisions in the Written Procedures, print/mail services shall include:

(A)       output development services, including programming occurring in accordance with Sections 1(c), 1(d) or 9(d); output processing; printing; folding, collating; inserting; mailing/shipping; E-delivery; and copies/images, with respect to

(B)       checks, confirmations/transaction advices, letters, statements, reports, tax forms, and similar items ("Print Items"). 

(iii)       Upon notice from a Fund of a Quality Error (as defined below), research the reported Quality Error, determine root cause and report back to the Fund the results of its research.  If reasonably required by the Fund, reprint, reproduce and resend the Package affected by the particular Quality Error at no cost to the Fund.  For purposes of the foregoing: a "Quality Error" is defined as any error during the process that results in an individual Print Item or Package not meeting the standards set out in the applicable Written Procedure or service level set forth in the Service Level Agreement; and a "Package" means one mail piece consisting of print image(s), insert(s), if any, and an envelope or one set of E-delivered items in lieu of such mail piece.

(iv)       DTI will generate audit file output as part of the normal processing of the data from the application data file, if the Written Procedures provide for such (the "Audit File"), and will make such Audit File output available to the Funds via facsimile or other mutually agreed upon means.  The Funds shall provide DTI written approval (facsimile or e-mail permitted) of the Audit File within six (6) hours after receipt thereof. 

(v)        DTI will retain copies of Print Items mailed or E-delivered to shareholders and third parties, or the ability to recreate such items, in accordance with Written Procedures.

(11)      Reports.  DTI shall: 

(i)         Produce and make available for transmission intraday transaction reports, if applicable, and daily files and corresponding reconciliation reports each Business Day following the Business Day of activity, such reports to include:

(A)       new accounts

(B)       account maintenance items

(C)       closed accounts

(D)       current holdings per account

(E)       Fund profile information

(F)        financial detail per account

(G)       monthly average daily balance by Fund and shareholder account.

(ii)        Make available through the BNYM System each Business Day following the Business Day of activity, for that day and the prior day, daily journals and reports that reflect activity for each Business Day and load such reports that have been mutually agreed upon into COLD.

(iii)       Provide or make available ad hoc reports through DRAS and provide the capability to add or remove tables in DRAS.

(iv)       Provide periodic shareholder lists and statistics.

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(v)        Provide such other reports as may be mutually agreed upon.

(12)      Set-up and Maintenance of Dealer Files.  Set up and maintain Dealer files, including:

(i)         Set up files for new Dealers, new Dealer branches and new Dealer representatives and process changes to existing Dealer files, existing Dealer branch files and existing Dealer representative files.

(ii)        Following the close of business each Business Day, transmit to the Funds a file containing new Dealer branches added, and changes to existing Dealer branches occurring, that Business Day.

(iii)       Establish and maintain Dealer/branch mail matrix.

(iv)       Establish and maintain NSCC (as defined at Section 3(a)(15) below) cross-reference for Dealers and correspondent/clearing relationships.

(v)        Support changes to the foregoing required by Dealer terminations, suspensions, and mergers.

(13)      12b-1 Fees/Service Fees/Trailer Fees/Load Schedules.  Calculate, pay, and otherwise provide operational support (including through the BNYM System where determined appropriate by DTI and subject to Section 1(c) above) for 12b-1 fees, services fees, trailer fees, and sales loads, including:

(i)         Establish and maintain default fee schedules.

(ii)        Establish and maintain override fee schedules.

(iii)       Support fee waivers.

(iv)       Support suppression of fee schedules.

(v)        Transmit schedule additions and changes nightly to the Funds.

(vi)       Pursuant to the month end recalculation process: apply schedules to monthly average daily value of accounts at corresponding override level to calculate payments and remit payments via wire, ACH, NSCC Comm/SERV or check, including checks mailed to special addresses or sent via overnight delivery.

(vii)      Support check pull process, branch wires, ACH transfers, and checks, including checks mailed to special addresses or sent via overnight delivery.

(viii)     Transmit payment information monthly to the Funds.

(ix)       Provide and store reports of payments and non-payments monthly to the Funds.

(x)        Establish, maintain, and apply front-end load and dealer reallowance schedules.

(xi)       Establish, maintain, and apply indirect load schedules (contingent deferred sales charges, including those applied to Shares for which a front-end load was waived or not applicable).

(xii)      Support load grandfathering of Shares.

(xiii)     Track privileged and non-privileged Shares (in respect of the payment of front-end loads on Share exchanges).

(xiv)     Support rights of accumulation and letter of intent processing.

(xv)      Support contingent deferred sales charge and redemption fee processing and reporting.

(xvi)     Generate and deliver 12b-1 fee and commission statements.

(14)      Dealer Interfaces.  DTI shall develop and implement Dealer interfaces with the BNYM System in accordance with the Documentation, or if not provided for therein, in accordance with Section 1(d) and provide access to and use of DAZL and AdvisorCentral.

(15)      National Securities Clearing Corporation ("NSCC"). 

(i)         Accept and effectuate the registration and maintenance of accounts through the NSCC Networking programs ("Networking") and the purchase, redemption, transfer and exchange of Shares in such accounts through the NSCC's Fund/SERV program in accordance with instructions transmitted to and received by transmission from NSCC on behalf of authorized Dealers or other intermediaries on a Fund dealer file maintained by or on behalf of DTI.

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(ii)        Issue instructions to a Fund's banks for the settlement of transactions between the Fund and NSCC (acting on behalf of its broker-dealer and bank participants, defined to be "NSCC Participants"). 

(iii)       Provide account and transaction information from a Fund's records on FSR to the NSCC for NSCC Participants in accordance with NSCC's Networking and Fund/SERV rules.

(iv)       Maintain shareholder accounts on FSR through Networking.

(v)        Support all NSCC services (e.g., Fund/SERV, Networking, Profile, TORA, Comm/SERV and Omni/SERV).

(vi)       Identify and resolve Fund/SERV, Networking, ACATS and Comm/SERV rejects, including manually.

(vii)      Support soft and hard reject processing. 

(viii)     Communicate with Dealers regarding rejects.

(ix)       Support waiver processing.

(x)        Support all Matrix levels.

(xi)       Monitor and resolve open orders and paid & waiting trades.

(xii)      Process B50, B51, and B52 records via standard BNYM System processes.

(xiii)     Establish and maintain Fund profiles and DTCC Security Master for NSCC processing.

(xiv)     Support Profile I prices, rates, and distribution information.

(xv)      Take commercially reasonable measures to retrieve sharelot data for omnibus account transfers into non-omnibus accounts.

(xvi)     Upon the reasonable request and sufficient advance notice of a Fund, provide sharelot data for transfers into omnibus accounts.

(xvii)    Support trust and third party administrator processing via the NSCC.

(xviii)   Support TORA processing via standard BNYM System process.

(xix)     Provide reporting, including reports of raw data from NSCC files.

(xx)      Support price protection requests.

(xxi)     Communicate bad price information to Dealers and facilitate settlements due to bad price.

(xxii)    Upon the reasonable request and sufficient advance notice of a Fund, support broker to broker conversions and Networking to omnibus conversions.

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(16)      Tax Services

(i)         Where required by the Code, withhold taxes (including backup withholding taxes) on U.S. residents and non-resident alien accounts, report such withheld taxes to relevant shareholders and the IRS and remit such withheld taxes to the IRS.  Adjust non-resident alien withholding to reflect qualified interest income received by the Funds.

(ii)        Prepare and file IRS Form 1099 and other tax reporting forms required by the IRS with respect to dividends and distributions.  Prepare and file any required state tax reporting with respect to dividends and distributions.

(iii)       Provide due diligence process for IRS Form W-9 and W-8 solicitations and encode shareholder records with properly returned information.

(iv)       Perform cost basis accounting accumulation and report the basis of redeemed Shares as required by the Code.

(v)        Retain tax reporting information from processed transactions in appropriate data files for preparation of IRS forms and information returns.

(vi)       Provide system and work stream to comply with the Foreign Account Tax Compliance Act ("FATCA"), including but not limited to:

(A)       During the account opening process, collect and store in an easily searchable and viewable file information required to comply with FATCA account classification requirements.

(B)       Initiate, monitor and maintain requests for FATCA documentation from account holders, including the ability to electronically record a review of FATCA  documentary evidence (e.g., who reviewed, what was reviewed, when).

(C)       Monitor and report to the Funds changes to account holder information which impacts their FATCA classification.

(D)       In compliance with FATCA, withhold taxes at the rate required by FATCA on payments made to non-participating foreign financial institutions and non-financial foreign entities ("NFFE") and remit such withheld taxes to the IRS.

(E)       Prepare tax reporting forms required by FATCA, including those relating to US owners of NFFEs.

(17)      Ancillary Services. 

(i)         Maintain a daily record and produce a daily report for each Fund of all transactions and receipts and disbursements of money and securities (the "Supersheet") and after the close of business each Business Day deliver the Supersheet for each Fund for the prior and current Business Day (inclusive of estimates) to the Funds.  The Supersheet shall include:

(A)       Gain/loss information

(B)       Detailed capital share transactions and NAV

(C)       Dividend payable, accrual, liquidations and dividend rate

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(D)       Redemption fees

(E)       Number of accounts

(F)        Dealer and distribution commissions

(ii)        Prepare and transmit files containing data and information from the Supersheet as provided in Written Procedures.  Transmit Supersheet summary information to the Funds' designated accounting system provider in prescribed format and schedule.

(iii)       Perform the research reasonably requested by the Funds.

(iv)       Perform settlement activities with the Fund Custodian as set forth in applicable Written Procedures. 

(v)        Reconcile Fund demand deposit accounts ("DDAs") daily and implement reasonable DDA reconciliation controls.

(vi)       Match wires and trades.

(vii)      Provide due money reports and open subscription and redemption detail in accordance with scheduling as set forth in Written Procedures.

(viii)     Administer the gain-loss policy as provided in this Agreement or Written Procedures.

(ix)       Perform daily dividend accrual reconciliation.

(x)        Automatically accept Fund price information nightly via PRAT into the BNYM System, including net asset value, daily rate, 1/7/30 day yields, daily income earned and such other pricing components as provided in Written Procedures.

(xi)       Prepare shareholder lists in conjunction with proxy solicitations.

(xii)      Perform Remediation Services as appropriate under the circumstances.

(xiii)     Resolve "wire/no trade" items as set forth in Written Procedures.

(xiv)     Provide standard reporting relating to largest shareholders as required for compliance and tax reasons.

(xv)      Provide reports relating to NAV error correction and process adjustments as directed by the Funds.

(xvi)     Provide audit confirmation letters.

(xvii)    Perform NAV error correction process in accordance with the DTI Procedures.

(xviii)   Provide end-of-day information variance exception notification.

(18)      Legal Process. 

(i)         In the event (A) DTI directly receives a Legal Process Item (as defined below) that has been properly served, (B) a Fund receives a Legal Process Item that has been properly served and delivers the Legal Process Item to DTI, or (C) a Fund accepts service of a Legal Process item that has not been properly served and elects to deliver the Legal Process Item to DTI for processing, then in all such cases DTI shall take the actions that are appropriate for the Legal Process Items, including without limitation furnishing information and documentation, redeeming Shares and disbursing the proceeds, placing transactional restrictions on and removing transactional restrictions from accounts, seeking to limit or reduce by any reasonable means the scope and coverage of a Legal Process Item and seeking an extension of the period to respond, all by the response date specified in the Legal Process Item, or by the response date indicated by an applicable extension.

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(ii)        "Legal Process Items" means (I) solely to the extent relating to property of a Fund shareholder in a Fund account or property in a Fund shareholder account, all orders of attachment, restraining notices, temporary restraining orders, orders to show cause, writs of attachment, forfeiture orders, garnishments, levies, executions, and judgments, and all other orders for the restraint or seizure assets by the government or civil litigants; (II) all grand jury subpoenas, criminal trial or "stand-by" subpoenas, investigative subpoenas, commissioner's subpoenas, IRS summonses, and any requests for information or testimony by any governmental entity whether state or federal, including the SEC Division of Enforcement and FINRA; and (III) civil subpoenas.

(19)      Proxy.  In conjunction with proxy solicitations, prepare shareholder lists and certify them as accurate as of a specified record date.

(20)      Non-Custodial Retirement Plan Services.  DTI shall perform the services specified in the Written Procedures for non-custodial retirement plans identified in the Written Procedures.

(21)      Translation.  Translate any instructions or documents submitted in a foreign language.

(22)      Support of "Blue Sky" Reporting. 

(i)         Record in the BNYM System the states and countries where Shares of each Fund are registered, qualified or exempt, in accordance with information regarding such provided by the Funds ("Blue Sky Information"). 

(ii)        Reject transactions in states and countries in which Shares are not registered, qualified or exempt, as shown in the Blue Sky Information.

(iii)       Transmit to the Funds' "Blue Sky" vendor a daily file of Share transaction information as specified in Written Procedures, such that the vendor may provide reports to the Funds for "Blue Sky" monitoring.

(iv)       Upon Written Instruction from the Funds, reverse Share transactions in states and countries in which Shares are not properly registered, qualified or exempt.

(23)      Proper Instructions. 

(i)         In accordance with Written Procedures, DTI shall (i) require proper forms of instructions, signatures and signature guarantees and any necessary documents supporting the opening of shareholder accounts, transfers, redemptions and other shareholder account transactions, and (ii) reject orders or instructions not in good order, all in accordance with the applicable Fund Prospectus, Written Procedures and Applicable Law.

(ii)        In accordance with, but only to the extent expressly provided for in Written Procedures, DTI may accept telefaxed or scanned and e-mailed instructions and documents from authorized Dealers.

(b)        Anti-Money Laundering Program Services.  DTI will provide the services described in subsections (1) through (10) of this Section 3(b) ("AML Services").  DTI will provide for the creation, maintenance and retention of all records as required by Applicable Law in connection with provision of the Services described in this Section 3(b).

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(1)        Anti-Money Laundering. 

(A)       DTI shall provide for the establishment, maintenance and monitoring of accounts of investors in the Funds and perform reasonable actions necessary to assist the Funds in complying with Section 352 of the USA PATRIOT Act, as follows: 

(i)         DTI shall establish and implement written policies, procedures and internal controls reasonably designed to help prevent the Funds from being used for money laundering or the financing of terrorist activities, including, without limiting the generality of the foregoing, procedures for the ongoing surveillance of shareholder accounts, designed to detect money laundering activity, that take into account the money laundering risk level for an account or group of accounts, e.g., foreign vs. domestic accounts or public vs. private companies.   The procedures for the ongoing surveillance of shareholder accounts shall be set forth in the DTI Procedures.

(ii)        DTI shall provide for independent testing, by an employee who is not responsible for the operation of DTI's anti-money laundering ("AML") program or by an outside party, for compliance with DTI's written AML policies and procedures;

(iii)       DTI shall designate a person or persons responsible for implementing and monitoring the operation and internal controls of DTI's AML program; and

(iv)       DTI shall provide ongoing training of DTI personnel relating to the prevention of money-laundering activities. 

(B)       Upon the reasonable request of a Fund, DTI shall provide to the Fund: (x) a copy of DTI's written AML policies and procedures; (y) at the option of DTI, a copy of a written assessment or report prepared by the party performing the independent testing for compliance, or a summary thereof, or a certification that the findings of the independent party are satisfactory; and (z) a summary of the AML training provided for appropriate DTI personnel.

(C)       Without limiting or expanding subsections (A) or (B) above, the parties agree this Section 3(b)(1) relates solely to Fund compliance with Section 352 of the USA PATRIOT Act and does not relate to any other obligation the Funds may have under the USA PATRIOT Act, including without limitation Section 326 thereof.

(2)        Foreign Account Due Diligence. 

(A)DTI acknowledges that, pursuant to the Funds' AML Program and Prospectuses, a Fund account may not be established for a "foreign financial institution."  All of the existing Fund "foreign financial institution" accounts were opened prior to February 5, 2008, the applicability date of the final rule regarding Special Due Diligence Programs for Certain Foreign Accounts.  However, to assist the Funds in complying with requirements regarding a due diligence program for existing "foreign financial institution" accounts in accordance with applicable regulations promulgated by U.S. Department of Treasury under Section 312 of the USA PATRIOT Act ("FFI Regulations"), DTI will provide the following:

(i)         Implement and operate a due diligence program that includes appropriate, specific, risk-based and, where required by Applicable Law, enhanced policies, procedures and controls that are reasonably designed to enable a Fund to detect and report, on an ongoing basis, any known or suspected money laundering activity conducted through or involving any correspondent account maintained, administered or managed by the Fund for a Foreign Financial Institution (as defined in 31 CFR 1010.605(f)) ("Foreign Financial Institution"); 

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(ii)        Conduct due diligence to identify and detect any Foreign Financial Institution accounts in connection with account maintenance;

(iii)       Assess the money laundering risk presented by each such Foreign Financial Institution account, based on a consideration of all appropriate relevant factors (as generally outlined in 31 CFR 1010.610), and assign a risk category to each such Foreign Financial Institution account and determine whether any such Foreign Financial Institution account is subject to the enhanced due diligence set forth in 31 CFR 1010.610(b);

(iv)       Apply risk-based procedures and controls to each such Foreign Financial Institution account reasonably designed to detect and report known or suspected money laundering activity, including a periodic review of the Foreign Financial Institution account activity sufficient to determine consistency with information obtained about the type, purpose and anticipated activity of the account;

(v)        Implement procedures to be followed in circumstances in which the appropriate due diligence cannot be performed with respect to a Foreign Financial Institution account including when to suspend transaction activity, deliver a suspicious activity referral to DTI or close the account;

(vi)       Adopt and operate enhanced due diligence policies for certain Foreign Financial Institution accounts in compliance with 31 CFR 1010.610; and

(vii)      Report to the Funds about measures taken under (i)-(vi) above.

(B)       Nothing in Section 3(b)(2) shall be construed to require DTI to provide performance of  any course of conduct that is not required for Fund compliance with the FFI Regulations.

(C)       Without limiting or expanding subsections (A) or (B) above, the parties agree this Section 3(b)(2) relates solely to Fund compliance with Section 312 of the USA PATRIOT Act and does not relate to any other obligation the Funds may have under the USA PATRIOT Act, including without limitation Section 326 thereof.

(3)        Customer Identification Program. 

(A)       To assist the Funds in complying with requirements regarding a customer identification program in accordance with applicable regulations promulgated by U.S. Department of Treasury under Section 326 of the USA PATRIOT Act ("CIP Regulations"), DTI will perform, or provide for the performance of, the following:

(i)         Implement procedures which require that prior to establishing a new account in a Fund DTI obtain the name, date of birth (for natural persons only), address and government-issued identification number (collectively, the "Data Elements") for the "Customer" (defined for purposes of this Agreement as provided in 31 CFR 1024.100(c)) associated with the new account.

(ii)        Attempt to reasonably verify the identity of each new Customer promptly before or after each corresponding new account is opened, as follows:

Natural Persons.  DTI shall compare the Customer's name and at least one other item of identifying information against information obtained from a consumer reporting agency, public database, or other independent source.  If DTI is presented with circumstances that increase the risk that it will be unable to verify the true identity of the Customer using non-documentary means, e..g, for non-U.S. persons that do not have a taxpayer identification number, DTI may use documentary procedures, such as obtaining a copy of a government-issued document evidencing nationality or residence, e.g., a passport.

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Customers Other Than Natural Persons.  DTI shall obtain copies of the relevant portions of documents showing the existence of the entity, such as certified articles of incorporation, a government-issued business license, a partnership agreement, or trust instrument.  If DTI is presented with circumstances that increase the risk that DTI will be unable to verify the true identity of the Customer through documents, DTI may use non-documentary procedures, such as contacting the Customer or comparing the Customer's identifying information with information obtained from a consumer reporting agency, public database, or other source.  If DTI determines that the nature of the entity or its business presents a higher degree of risk that it will not know the Customer's true identity using the verification methods described above, DTI shall also obtain identifying information for individuals with authority or control over the account, including persons authorized to effect transactions in the account, and shall verify the identity of these individuals in order to verify the Customer's true identity.

(iii)       Implement procedures to be followed in circumstances in which a reasonable belief about the true identity of a Customer cannot be formed, including when to refuse to open the account, suspend transaction activity, deliver a suspicious activity referral to the Funds or close the account, in accordance with the DTI Procedures.

(iv)       Determine, within a reasonable period of time after the account is opened, or earlier, if required by federal law or regulation or federal directive issued in connection with the applicable list, whether each new Customer appears on any list of known or suspected terrorists or terrorist organizations issued by any federal government agency and designated as such by the Department of the Treasury in consultation with the federal functional regulators, and follow all federal directives issued in connection with such lists.

(v)        Record the Data Elements and maintain records relating to verification of new Customers consistent with 31 CFR 1024.220(a)(3).

(vi)       Regularly report to the Funds about measures taken under (i)-(v) above.

(vii)      Work with the Funds to notify, consistent with 31 CFR 1024.220(a)(5), prospective Customers subscribing for Shares via the Internet or telephone about the program conducted by the Funds in accordance with the CIP Regulations.

(B)       Nothing in Section 3(b)(3) shall be construed to require DTI to provide performance of any course of conduct that is not required for Fund compliance with the CIP Regulations, including by way of illustration not limitation the collection of Data Elements or verification of identity for individuals opening Fund accounts through Dealers which use the facilities of the NSCC.

(4)        FinCEN Requests Under USA PATRIOT Act Section 314(a).  The Funds hereby engage DTI to provide the services set forth in this subsection (3)(b)(4) with respect to FinCEN Section 314(a) information requests ("Information Requests") received by a Fund.  Upon receipt by DTI of an Information Request, including those delivered by a Fund in compliance with the 314(a) Procedures (as defined below), DTI will compare appropriate information contained in the Information Request against relevant information contained in account records maintained for the relevant Fund. Information relating to potential matches resulting from these comparisons, after review by DTI for quality assurance purposes ("Comparison Results"), will be made available to the Funds in a timely manner.  DTI will have responsibility for filing reports with FinCEN that may be appropriate based on the Comparison Results.  In addition, a potential match will be analyzed by DTI in conjunction with other relevant activity contained in records for the particular relevant account.  If DTI determines that further investigation is warranted because the activity might constitute "suspicious activity", as that term is used for purposes of the USA PATRIOT Act, then DTI will deliver a suspicious activity referral to the Funds' AML Compliance Officer and will perform the services set forth in Section 3(b)(6)(C).  "314(a) Procedures" means the DTI Procedures governing the delivery and processing of Information Requests transmitted to DTI, including without limitation requirements governing the timeliness, content, completeness, format and mode of transmissions to DTI.

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(5)        U.S. Government List Matching Services. 

(A)       In accordance with the schedule set forth in subsection (B) below, DTI will compare Appropriate List Matching Data (as defined in subsection (C) below) contained in databases maintained for the Funds ("Fund Data") to "U.S. Government Lists", which is hereby defined to mean the following:

(i)         data promulgated in connection with the list of Specially Designated Nationals published by the Office of Foreign Asset Control of the U.S. Department of the Treasury ("OFAC") and any other sanctions lists or programs administered by OFAC to the extent such lists or programs remain operative and applicable to the Funds ("OFAC Lists"); 

(ii)        data promulgated in connection with the list of Non-Cooperative Countries and Territories ("NCCT List") published by the Financial Action Task Force;

(iii)       data promulgated in connection with determinations by the Director (the "Director") of FinCEN that a foreign jurisdiction, institution, class of transactions, type of account or other matter is a primary money laundering concern ("PMLC Determination"); and

(iv)       data promulgated in connection with any other lists, programs or determinations (a) which DTI determines to be substantially similar in purpose to any of the foregoing lists, programs or determinations, or (b) which DTI, pursuant to Section 1(c) or Section 1(d), adds to the service described in this Section 3(b)(5).

(B)       For the two weeks following the Effective Date, DTI will perform the list matching service described in Section 3(b)(5)(A) above at account opening and on a weekly basis thereafter.  After the second week following the Effective Date, DTI will perform the list matching service described in Section 3(b)(5)(A) above at account opening and on a daily basis thereafter.

(C)       In the event that following a comparison of Fund Data to a U.S. Government List as described in subsection (A) DTI determines that any Fund Data constitutes a "match" with the U.S. Government List in accordance with the criteria applicable to the particular U.S. Government List, DTI:

(i)         will notify the relevant Fund(s) of such match;

(ii)        will timely send any other notifications required by Applicable Law by virtue of the match;

(iii)       if a match to an OFAC List, will to the extent required by Applicable Law take, or assist the relevant Fund(s) in taking, appropriate steps to block any transactions or attempted transactions to the extent such action may be required by such Applicable Law;

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(iv)       if a match to the NCCT List or a PMLC Determination, will to the extent required by Applicable Law conduct a suspicious activity review of accounts related to the match and if suspicious activity is detected will deliver a suspicious activity referral to the relevant Funds(s);

(v)        if a match to a PMLC Determination, will assist the Funds in taking the appropriate special measures imposed by the Director; and

(vi)       will take, or assist the relevant Fund(s) in taking, any other appropriate actions required by Applicable Law.

(D)       "Appropriate List Matching Data" means (i) account registration and alternate payee data, to the extent made appropriate by statutes, rules or regulations governing the U.S. Government Lists, (ii) data determined by DTI in good faith in light of statutes, rules or regulations governing the U.S. Government Lists to be necessary to provide the services described in this Section 3(b)(5), and (iii) data the parties agree in writing to be necessary to provide the services described in this Section 3(b)(5).

(6)        Suspicious Activity Report Filing Services.   

(A)       The Funds hereby engage DTI as their agent during performance of the Services to monitor activities occurring with respect to the Funds and if in the course of such monitoring it determines that any of such activities could indicate the existence of suspicious activity and that an investigation of the potential suspicious activity is warranted, then DTI will deliver a suspicious activity referral to the Funds' AML Compliance Officer and perform the services set forth in subsection (C) below.

(B)       If DTI determines, based on preliminary criteria, after a review of a Legal Process Item and related account materials conducted in accordance with Section 3(a)(18), that the information in the Legal Process Item and related account materials could indicate the existence of suspicious activity and that an investigation of the potential suspicious activity is warranted, then DTI will deliver a suspicious activity referral to the Funds' AML Compliance Officer and perform the services set forth in subsection (C) below.

(C)       Upon its receipt of a potential match pursuant to Section 3(b)(4), a determination of potential suspicious activity pursuant to subsection (A) above or a Legal Process Item pursuant to subsection (B) above, DTI will conduct the appropriate suspicious activity analysis and if it determines after such analysis that suspicious activity may be indicated, DTI will consult with the Funds' AML Compliance Officer to determine jointly whether a suspicious activity report ("SAR") should be filed on behalf of the Fund.  If DTI and the Funds' AML Compliance Officer jointly determine that a SAR should be filed, DTI will prepare and file a SAR on behalf of the Fund and the following provisions shall apply:

(i)         DTI will use reasonable efforts to (aa) coordinate with the Funds' AML Compliance Officer the filing of a SAR as required by Applicable Law, (bb) prepare and file the SAR as agent for a Fund and maintain documents supporting the SAR, (cc) if appropriate under regulatory guidance and procedures, file a joint SAR as agent for a Fund and any other designated financial institutions and (dd) provide the relevant Fund with a copy of the SAR within a reasonable time after filing.  To the extent permitted by Applicable Law, DTI may share information related to the AML Services hereunder with its supervising parent entities and financial institutions subject to a joint SAR filing, and any other institution within its corporate organizational structure, as permitted by Applicable Law, FinCEN guidance and appropriate company policies and procedures. 

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(ii)        Each party will promptly notify the other party (as permitted by Applicable Law) if any further communication is received from the U.S. Department of the Treasury or any law enforcement agencies regarding the SAR.  The parties will reasonably cooperate and assist each other in responding to inquiries from the U.S. Department of the Treasury or law enforcement agencies with respect to the SAR or with respect to supporting documentation for the SAR requested by any law enforcement agency.

(iii)       Unless prohibited by Applicable Law, each party will use reasonable efforts to consult with the appropriate personnel of the other party prior to contacting law enforcement authorities or filing a SAR.  Notwithstanding the foregoing, each party reserves the sole discretion to make any such contacts or filings without prior notification or approval of the other party.  If upon consultation, the parties disagree with a DTI recommendation to contact law enforcement or file a SAR, either party may make a notification or file a SAR, as applicable, independently of the other party.

(iv)       In addition to any confidentiality obligations set forth in this Agreement, each party understands and acknowledges the extreme confidential nature of underlying information concerning SAR filings ("SAR Confidential Information").  Each party agrees to hold all SAR Confidential Information in strict confidence and to share such SAR Confidential Information only with, to the extent permitted by Applicable Law and FinCEN guidance, (i) the other party, (ii) BNYM, (iii) any party that may be deemed to control a Fund ("control" as defined in Section 2(a)(9) of the 1940 Act), which may include the Fund's investment adviser (collectively, "control affiliates"), (iv) each of their respective employees, attorneys and auditors on a need-to-know basis, and (v) state, federal and local law enforcement and applicable regulators. 

(v)        Each Fund hereby authorizes DTI, as its agent, to share information about potentially suspicious activities involving the Fund, but not the acknowledgment or copy of any SAR filing, with other financial institutions in accordance with Section 314(b) of the USA PATRIOT Act.  As between DTI and the Funds, DTI will be solely responsible for the timely filing of any annual notices required by Section 314(b) to be filed by DTI or the Funds to allow DTI to share such information.

(7)        DTI shall compare Fund Data against internal and third party databases of politically exposed persons and negative news and conduct such other screening processes in accordance with the Tier 1 Country Screening Procedures listed in Schedule C of this Agreement, to which the parties mutually agree, prior to or promptly after account opening, and periodically thereafter using a risk based approach.  DTI shall report any matches to the Funds and will assist the Funds in taking appropriate action, such as enhanced due diligence or closing the account.

(8)        As long as DTI is a subsidiary of BNYM Corporation, DTI shall follow such additional procedures with respect to Fund accounts and BNYM Corporation's Global Anti-Money Laundering/Know-Your-Customer Policy as shall be directed by BNYM Corporation.

(9)        DTI agrees to permit governmental authorities with jurisdiction over a Fund to conduct examinations of the operations and records relating to the services performed by DTI under this Section 3(b) upon reasonable advance request and during normal business hours and to furnish copies at the Fund's cost and expense of information reasonably requested by the Fund or such authorities and relevant to the services.

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(10)      For purposes of clarification:  All Written Procedures relating to the services performed by DTI pursuant to this Section 3(b) and any information, written matters or other recorded materials relating to such services and maintained by DTI shall constitute Confidential Information of DTI, except to the extent, if any, such materials constitute Fund records under Applicable Law.

(11)      The Funds acknowledge that as between DTI on the one hand, and the Funds on the other hand, Funds shall retain the responsibility for determining the applicability to the Funds of the Bank Secrecy Act, the USA PATRIOT Act, regulations of FinCEN, and all other laws and regulations, as they may be constituted from time to time ("Fund AML Laws"), for complying with the Fund AML Laws, for determining the extent to which the AML Services assist the Funds in complying with the Fund AML Laws, or for furnishing any supplementation or augmentation to the AML Services.  Subject to Section 1(c), the services provided pursuant to this Section 3(b) may be changed at any time and from time to time by DTI in its reasonable sole discretion to include commercially reasonable provisions appropriate in light of any changes to the Fund AML Laws, or new laws that are similar in intended purpose or national policy to the Fund AML Laws, and the description of services contained in Section 3 shall be deemed revised accordingly without written amendment pursuant to Section 16(a), provided that DTI shall give the Funds 30 days advance notice of any such change in service or, if 30 days advance notice is not practicable, as much notice as is practicable under the circumstances.

(c)        Red Flags Services. 

(1)        DTI will provide each Fund with the "Red Flags Services", which is hereby defined to mean the following services:

(i)         maintain written controls (as they may be revised from time to time hereunder, referred to herein as the "Controls") reasonably designed to detect the occurrence of Red Flags (as defined below) in connection with (i) account opening and other account activities and transactions conducted directly through DTI or BNYM with respect to Direct Accounts (as defined below), and (ii) transactions effected directly through DTI or BNYM by Covered Persons (as defined below) in Covered Accounts (as defined below); solely for purposes of this Section 3(c), the capitalized terms below will have the respective meaning ascribed to each:

(A)       "Red Flag" means a pattern, practice, or specific activity or a combination of patterns, practices or specific activities which may indicate the possible existence of Identity Theft (as defined below) affecting a Registered Owner (as defined below) or a Covered Person;

(B)       "Identity Theft" means a fraud committed or attempted using the identifying information of another person without authority;

(C)       "Registered Owner" means the owner of record of a Direct Account on the books and records of a Fund maintained by or on behalf of DTI as the provider of registrar services to the Fund (the "Fund Registry"); 

(D)       "Covered Person" means the owner of record of a Covered Account on the Fund Registry;

(E)       "Direct Account" means an Account established directly with and through DTI as a registered account on the Fund Registry and through which the owner of record has the ability to directly conduct account and transactional activity with and through DTI;

(F)        "Covered Account" means an Account established by a financial intermediary for another as the owner of record on the Fund Registry and through which such owner of record has the ability to conduct transactions in Shares directly with and through DTI; and

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(G)       "Account" means (1) an account holding Fund Shares with respect to which a natural person is the owner of record, and (2) any other account holding Fund Shares with respect to which there is a reasonably foreseeable risk to the particular account owner's customers from identity theft, including financial, operational, compliance, reputation, or litigation risks;

(ii)        make available to the Funds upon request a printed copy of or Internet viewing access to the Controls;

(iii)       notify the relevant Fund(s) of Red Flags which it detects and reasonably determines to indicate a significant risk of Identity Theft to a Registered Owner or Covered Person ("Possible Identity Theft") and assist the Fund(s) in determining the appropriate response to the Possible Identity Theft; and

(iv)       upon the Funds' request, issuance of a certification in a form determined to be appropriate by DTI in its reasonable discretion, certifying to DTI's continuing compliance with the Controls.

(2)        Subject to Section 1(c), the Controls and the Red Flags Services may be changed at any time and from time to time by DTI in its reasonable sole discretion to include commercially reasonable provisions appropriate in light of any changes to the Red Flags Requirements, or new laws or regulations similar in intended purpose or national policy to the Red Flags Requirements, and the description of services contained in Section 3(c) shall be deemed revised accordingly without written amendment pursuant to Section 16(a), provided that DTI shall give the Funds 30 days advance notice of any such change in service or, if 30 days advance notice is not practicable, as much notice as is practicable under the circumstances.

(d)        Additional DTI Information Technology Obligations. 

(1)        Lion System and GAMA System Interfaces.  DTI shall provide on the BNYM Equipment software that permits users of DTI's Lion Remote System Web application ("Lion Web Application"), DTI's Lion System hosted within FSR ("Lion System") and DTI's General Asset Management Account System hosted within FSR ("GAMA System") to access the data and information maintained for the Funds in FSR in connection with the Services ("Fund FSR Information") and use the Fund FSR Information in the Lion Web Application, Lion System or GAMA System, as appropriate, subject to all policies and procedures, including information security policies and procedures, applicable to the BNYM System and its access and use (such software being referred to herein as, respectively, the "Lion Software" and "GAMA Software").  DTI will permit users of, respectively, the Lion System and the GAMA System, identified to DTI by the Funds, who satisfy all security and other conditions, to access and use the Fund FSR Information through, respectively, the Lion System and the GAMA System.  In the event DTI develops documentation for the Lion System, Lion Software, GAMA System or GAMA Software, the Funds and users of each software shall be obligated to comply with the terms of such documentation.  The Funds acknowledge and agree that the Lion Web Application, Lion System and GAMA System are the property of and proprietary to DTI.

(2)        Technology Services. 

            (A)       Each Contract Year DTI will cause the Technology Personnel to perform the Technology Services for the Technology Hours at no additional cost to the Funds in accordance with the terms of this Section 3(d)(2).  For purposes of the foregoing:

(i)         "Contract Year" means the following collectively and individually as appropriate to the context: (aa) the "First Year", defined hereby to mean the period commencing on the Effective Date and ending on the last date of the calendar month which follows by twelve full calendar months the calendar month in which the Effective Date occurs ("First Year Ending Date"); (bb) the "Middle Years", hereby defined to mean the period commencing on the first day following the end of the First Year, and each subsequent anniversary of such date ("Middle Year Commencement Date"), and ending on the next occurring anniversary of the First Year Ending Date; and (cc) the "Termination Year", unless Section 3(d)(2)(B) applies, defined to be the period commencing on the last Middle Year Commencement Date which precedes a termination of this Agreement which occurs on an anniversary of the Effective Date and ending on such termination date.

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(ii)        "Technology Personnel" means the personnel performing the Technology Services in accordance with this Section 3(d)(2)(A)(ii).  Commencing on the Effective Date, personnel will be allocated to perform the Technology Services such that Technology Services for approximately 56% of the Technology Hours each Business Day are performed by computer programmers and that Technology Services for approximately 44% of the Technology Hours each Business Day are performed by analysts ("Initial Allocation").  In the event DTI reasonably determines that (aa) the expertise of computer systems personnel other than computer programmers or analysts is appropriate for a particular Technology Service, or (bb) that the allocation of Technology Hours between computer programmers and analysts should be modified from the Initial Allocation or from another allocation set at in accordance with this Section 3(d)(2)(A)(ii) for some or all of the Technology Services to be performed after a particular point in time, then DTI may thereafter for the period of time provided for in its determination: (yy) under the circumstances addressed by clause (aa), cause computer systems personnel subject matter experts to perform Technology Services for approximately the percentage of Technology Hours each Business Day specified by DTI in its determination, and (zz) under the circumstances addressed by clause (bb), cause computer programmers and analysts to perform Technology Services each Business Day in accordance with the allocation of Technology Hours specified by DTI in its determination. Notwithstanding and in addition to the foregoing, commencing on the Effective Date, DTI will allocate personnel to perform the Technology Services such that Technology Services for 25% or more of the Technology Hours each Business Day are performed by persons with two (2) years or more experience developing data processing applications software for mutual fund transfer agency activities.

(iii)       "Technology Services" means:

(aa)      The conversion of all Fund shareholder accounts, Fund books and records and all related Fund data and information from the specifications and requirements of the prior subcontractor to DTI to the specifications and requirements of the BNYM System, the installation of all such data and information into the BNYM System, and all other implementation activities appropriate to be performed with respect to the BNYM System in order to permit DTI to provide the Services and the Licensed Services in a production environment; provided, however, to the extent any of such services constitute Day 2 Services, the work shall be provided subject to the proviso in Section 3(j) regarding Credited Hours and invoice credits;

(bb)      Development, testing and implementation of the Lion Software, GAMA Software and any other modifications to the BNYM System requested by DTI or required for BNYM to provide the Services and the Licensed Services;

(cc)      All work occurring in accordance with Sections 1(c)(2) or 1(d) of this Agreement that is appropriate and reasonable for the Technology Personnel to perform, including without limitation activities related to modifications and enhancements to the BNYM System.  For all purposes of this Agreement, the phrase "work that is appropriate and reasonable for the Technology Personnel to perform" means work that is appropriate and reasonable for the Technology Personnel to perform based on the nature of the work and the skills expected to be possessed under this Agreement by the Technology Personnel;

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(dd)      All activities related to all (I) Updates to the BNYM System, (II) work that is appropriate and reasonable for the Technology Personnel to perform in connection with the development and implementation of a New Service (as defined in Section 9(d) below) or pursuant to Section 3(d)(3), and (III) Upgrades to the extent not subject to subsection (cc) above or clauses (I) or (II) of this subsection (dd), in all of the foregoing instances to the extent (y) the activities are performed due to (A) a specification or requirement of the Dreyfus System, (B) a characteristic, specification or feature of the Services or Licensed Services that is different from the services provided by BNYM to the majority of its transfer agency clients generally or (C) any other unique specification or requirement of the Funds, or (z) the activities are performed due to a Fund's request, and DTI's agreement, to engage Technology Personnel in the activities contemplated by this subsection (dd) earlier, in greater numbers, with a larger concentration of specialized skills, or otherwise than in accordance with the schedule or plans of DTI;

(ee)      All work in connection with Conversion Actions performed that are appropriate and reasonable for the Technology Personnel to perform, as referenced in Section 13(g)(i);

(ff)       All work performed in connection with Day 2 Services under Section 3(j) that is appropriate and reasonable for the Technology Personnel to perform, but subject to the proviso in Section 3(j) regarding Credited Hours and invoice credits;

(gg)      All work performed in connection with the voice response unit provided by DTI for automated shareholder servicing via telephone that is appropriate and reasonable for the Technology Personnel to perform;

(hh)      In connection with any request by a Fund for books and records in accordance with Sections 2(b) and 2(c), work that is appropriate and reasonable for the Technology Personnel to perform;

(ii)        All work performed in connection with a Fund's request for DTI to convert shareholder records not on the BNYM System and transfer such records to the production database of DTI in the BNYM System, that is appropriate and reasonable for the Technology Personnel to perform; and

(jj)        Any other technology services as the parties shall mutually agree.

(iv)       "Technology Hours" means:

(aa)      As of the first day of a Contract Year in which the Technology Personnel Number does not increase or decrease due to the operation of subsection (v) below, the number arrived at by multiplying  (I) the Technology Personnel Number in effect on such date, times  (II) 1,500; or

(bb)      As of the first day of a Contract Year in which the Technology Personnel Number increases or decreases due to the operation of subsection (v) below, (I) the number arrived at pursuant to the calculation in clause (aa) above, plus, (II) effective as of the January 1 that the Technology Personnel Number increases or decreases, the number of hours determined by multiplying (x) by (y) by (z), where:

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(x)        is the number of Upward Increments or Downward Increments upon which the change in the Technology Personnel Number is based;

(y)        is the number of full calendar months remaining in the Contract Year commencing on the January 1 as of which the adjustment is to be made; and

(z)        is 1,500.

(v)        "Technology Personnel Number" means nine (9), subject to the following

(aa)      For each increment of 100,000 that the Determination Date Amount (as defined below) exceeds 845,000 ("Upward Increment"), the Technology Personnel Number shall increase by one, and if the Determination Date Amount should subsequently fall below one or more of the Upward Increments the Technology Personnel Number shall decrease by one for each such Upward Increment; and

(bb)      For each increment of 100,000 that the Determination Date Amount falls short of 845,000 ("Downward Increment"), the Technology Personnel Number shall decrease by one, and if the Determination Date Amount should subsequently increase above one or more of the Downward Increments the Technology Personnel Number shall increase by one for each such Downward Increment;

provided, however, notwithstanding clause (bb) above, the Technology Personnel Number shall never decrease below 5 and the number of Technology Hours with respect to which Technology Services are performed by programmers shall never decrease below 7,500; provided further, however,  if but for the operation of this proviso the Technology Personnel Number would have decreased below 5 due to the operation of clause (bb) above, then the Technology Personnel Number cannot increase above 5 until the Determination Date Amount equals or exceeds 545,000.

(vi)       "Determination Date Amount" means the number of open Fund accounts as of the close of business on a Determination Date.

(vii)      "Determination Date" means September 30, 2013 and each September 30 thereafter as long as this Agreement is in effect, except if any particular September 30 is not a Business Day, then it means the last Business Day immediately preceding the September 30 that is not a Business Day. 

(B)       In the event this Agreement or performance of the Services terminates on a date other than an anniversary of the Effective Date, then the term Termination Year means the period commencing on the last Middle Year Commencement Date which precedes the termination of this Agreement or the Services, as appropriate, and ends on the termination date of this Agreement or the Services, whichever occurs later.  With respect to such a Termination Year, the number of Technology Hours will be calculated as much as possible in accordance with Section 3(d)(A)(iv) but prorated over the portion of the full year represented by the Termination Year.

(C)       In the event DTI reasonably determines at any time that the number of hours required to perform a Technology Service in accordance with a project timeline exceeds or will exceed the Technology Hours allotted to the particular Technology Service, DTI shall notify the Funds of such in writing and include in such notice a good faith estimate of the additional hours required to perform the Technology Service in accordance with the relevant timeline.  In the event DTI reasonably determines at any time that the number of hours required to perform Technology Services planned or scheduled for the remainder of a given Contract Year exceeds or will exceed the Technology Hours available for the remainder of the particular Contract Year, DTI shall notify the Funds of such in writing and include in such notice a good faith estimate of the additional hours required to perform the Technology Services in the given Contract Year.  In the event the Funds request in writing that DTI provide Technology Services in excess of the Technology Hours then available, whether in response to a notification from DTI as described in the preceding two sentences or otherwise:  (aa) DTI will engage in commercially reasonable measures as appropriate under the circumstances given resource availability to (I) utilize persons employed or subcontracted by BNYM at the time of the request to provide the Technology Services for the additional requested hours, or (II) open requisitions for additional personnel in response to the request and fill the open requisitions resulting from such request; provided, however, DTI will not under any circumstances be required to utilize persons employed or subcontracted by BNYM at the time of the request to provide the Technology Services for the additional requested hours; and (bb) the Funds will pay for the Technology Services provided upon such request at the rates set forth in the Fee Agreement.

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(D)       Technology Hours not used in a given Contract Year, not to exceed 20% of the Technology Hours available for that Contract Year, shall carry over to the following Contract Year.

(E)       Technology Personnel, including subject matter experts, shall at all times have an average of at least five (5) years data processing applications software experience.

(F)        DTI will provide the Funds with monthly reports regarding the performance of Technology Services by the Technology Personnel, the form and content of which to be mutually agreed upon by DTI and the Funds.

(3)        The development of any transmission protocols and custom non-transmission interface protocols inbound and outbound interfaces shall be subject to the provisions of, as applicable, Section 1(c), 1(d) or 9(d).

(e)        Cash Administration Services. 

(1)        DTI shall provide for demand deposit or other appropriate accounts to be established for the benefit of the Funds at BNY Mellon Bank or, with the consent of the Funds, at another depositary institution ("Third Party Institution"), which may be an affiliate of DTI ("Affiliated Third Party Institution"), for the purpose of administering monies received in the course of performing services hereunder, as set forth in subsection (2) below ("Service Accounts").  In addition, during the term of this Agreement, DTI shall interface with the Fund Custodian in all respects as are reasonably necessary for the provision of other cash management services to the Funds related to the processing of Fund shareholder redemption drafts.

(2)        In accordance with the Written Procedures, DTI will perform or provide the following cash management services: 

(A)       DTI will provide for the acceptance of payment for the purchase of Shares tendered by financial intermediaries, Fund shareholders and other investors in the Funds.  DTI will cause monies it receives for such purchases through NSCC settlement procedures, by wire transfer and by ACH transfer to be deposited into the Service Accounts.  DTI will cause personal checks received for such purchases to be deposited into the Service Accounts for customary check clearance activities by the Service Account Bank (as defined below).  DTI will cause monies received in the Service Accounts resulting from the purchase of Shares to be transferred from the Service Accounts to the Fund Custodian for deposit into the custody account of the Fund established with the Fund Custodian pursuant to the custody agreement between the Fund Custodian and the Fund ("Custody Account"). 

(B)       DTI will cause to be accepted into the Service Accounts monies transferred to DTI by the Fund Custodian drawn by the Custodian from the Custody Account and will cause such monies to be disbursed from the Service Accounts in accordance with the related instructions received in good order, including without limitation disbursements in connection with redemptions of Shares by Fund shareholders, cash distributions effected by the Funds, such as dividend payments and capital gains distributions, payments of state and federal withholding tax obligations, and payments due Dealers, such as commissions and 12b-1 fees.

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(3)        Service Accounts utilized for the payment of state and federal withholding tax obligations may be omnibus accounts in which the assets of other mutual funds are commingled.  Service Accounts utilized for other cash management services may be omnibus accounts in which the assets of all Funds are commingled.  An institution at which a Service Account is maintained is referred to herein as a "Service Account Bank." 

(4)        DTI shall be permitted to cause funds to be swept from the Service Accounts into investment accounts at BNY Mellon Bank or a Third Party Institution, including Affiliated Third Party Institutions, and to retain, or allow an Affiliate to retain, for its own account any income earned from such sweep and may retain, or allow an Affiliate to retain, for its own account any balance credits issued with respect to the monies in the Service Accounts, in each case to the extent that such income or balance credits are in excess of the Account Credit for a calendar month pursuant to Section 3(e)(7)(A) calculated as if any such funds swept from the Service Accounts had remained in the Service Accounts rather than being swept into investment accounts at BNY Mellon Bank or a Third Party Institution.  The Funds acknowledge that DTI, BNYM, BNY Mellon Bank and Affiliated Third Party Institutions may derive a benefit from the monies deposited with or swept into, respectively, BNY Mellon Bank or an Affiliated Third Party Institution to the extent BNY Mellon Bank or an Affiliated Third Party Institution, as appropriate, is able to use such monies in its business operations.

(5)        (A)       DTI will offset Bank Charges (as defined below) attributable to a particular calendar month with a credit ("Account Credit") calculated on the aggregate average balance in the Designated Service Accounts (as defined below) for the particular month after reduction for amounts equal to the reserve requirements applicable to the Designated Service Accounts due to regulations of the Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System, using the interest rate designated in the Fee Agreement.

(B)       To the extent the Account Credit may exceed the amount of Bank Charges ("Excess Account Credit"), DTI will reduce the Account Fees incurred by the Funds for the particular month (such "Account Fees" being hereby defined to mean the fees listed at Section 1 of the Fee Agreement) with the Excess Account Credit.  To the extent the amount of Excess Account Credit may exceed Account Fees for the particular month, such excess ("Carryover Account Credit") shall be available to reduce  Bank Charges and Account Fees for the next 12 immediately succeeding calendar months ("Carryover Months"). Carryover Account Credits shall be applied to reduce Bank Charges and Account Fees for a particular Carryover Month not otherwise reduced by Account Credits for the particular Carryover Month in chronological order - the earliest accrued Carryover Account Credits being applied first in the order accrued.  For clarification:  any Carryover Account Credits not used to reduce Bank Charges or Account Fees in the manner described in the preceding sentences of this subsection (B) by the twelfth calendar month following the month accrued shall become void.

(C)       The Funds shall be obligated to pay DTI any amount by which the Bank Charges for the relevant month exceed the Account Credits for the particular month plus any available Carryover Account Credits determined in accordance with subsection (B) above.  (Also, for the avoidance of doubt:  The Funds shall be obligated to pay DTI any amount by which the Account Fees for the relevant month exceed any available Excess Account Credit or Carryover Account Credit for the particular month.)

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(D)       If in any calendar month the aggregate average monthly balance of the Service Accounts used to calculate the Account Credit is negative, the Funds shall pay DTI interest on the negative balance at the rate and in accordance with other applicable terms set forth in the Fee Agreement.

(E)       For purposes of this Section 9(f)(7):  "Bank Charges" means the bank charges and banking service fees imposed by a Service Account Bank for the establishment and maintenance of Service Accounts as set forth in the Fee Agreement; and "Designated Service Accounts" means the Service Accounts maintained on behalf of the Funds at a Service Account Bank other than the Service Accounts maintained and used for the payment of state and federal withholding tax obligations of shareholders.

(f)        Safekeeping of Forms and Devices.  DTI hereby agrees to establish and to maintain facilities and procedures reasonably acceptable to the Funds for safekeeping of check forms and facsimile signature imprinting devices, if any, and to keep account of such forms and devices.

(g)        Omnibus Transparency Services.   Upon request of the Funds, DTI will carry out certain information requests, analyses and reporting services, as specified in DTI Procedures, in support of a Fund's obligations under Rule 22c-2(a)(2) and (3) under the 1940 Act.

(h)        Short Term Trade Monitoring.  DTI will provide the Funds or their designee with periodic reports on trading activity in each Fund including shareholder identity and transaction information where DTI has such account level information, based on parameters provided to DTI by each Fund at least thirty (30) days in advance of the first date that the parameters are to apply for purposes of a periodic report.  The services to be performed by DTI, on behalf of each Fund, hereunder shall consist solely of providing for the aforesaid periodic reports.  DTI will implement any short-term trading redemption fee as described in a Fund's Prospectus.  A Fund shall instruct DTI as to any account it has determined to be exempt from such fee.  DTI, no less than once a year, will review the list of exempt accounts with the Funds and determine any changes to an account's exempt status. 

(i)Service Levels.   

(1)        DTI shall perform the Services in accordance with the service levels (the "Service Levels") as may be agreed to from time to time in writing by DTI and the Funds (the "Service Level Agreement").  Failure to perform in a manner which equals or exceeds the Service Levels shall result in fee credits ("Fee Credits") or the Funds' right to terminate this Agreement, as set forth in the Service Level Agreement.

(2)        Except as otherwise noted, the percentages set forth in the Service Levels relate to all Funds and do not relate individually to any specific Fund.  All Fee Credits are to be aggregated where there are instances of not meeting objectives in respect to two or more different services.  A waiver, whether partial, total or conditional, of any Fee Credit, or right to terminate this Agreement in a particular instance, does not constitute a waiver in any other instance.  Unless otherwise specified in the Service Level Agreement, a monthly document evidencing DTI's performance with respect to the Service Levels will be delivered to the Funds by the fifteenth (15^th) Business Day of the following month by DTI, or as soon thereafter as is reasonably practicable.  Such document shall be signed by an officer of DTI.

(3)        As used in the Service Level Agreement, the term "day" shall mean "Business Day" unless otherwise indicated.  For calculation purposes, a week is considered to be the period beginning on Monday and concluding on the following Sunday.  A week containing the last day of a month shall constitute a week in the month then ending, including any days in the subsequent month, and any such days shall not constitute days in the subsequent month.

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(4)        There shall be excluded from the calculation for the Service Levels any period of time, and only such period of time, during which DTI's performance is materially affected as a result of:  (A) acts or omissions to act of the Funds or their agents, contractors or subcontractors, including a third party cash management provider (other than BNYM), (B) the occurrence of an Event Beyond Reasonable Control, but only if DTI promptly takes commercially reasonable steps to ameliorate the consequences of such event, (C) an abnormally high level of activity with respect to either the Funds or the markets in which they invest, or (D) pre-planned, extraordinary events such as major software or hardware installations or maintenance, provided, such event shall occur during the weekly maintenance window as set forth in the Service Level Agreement and DTI uses reasonable efforts to minimize any adverse impact on the operations of the Funds.  An abnormally high level of activity shall be deemed to have occurred if the volume of the activities listed in Section 3(a) on a given day exceeds both:  (x) 133% of the average daily volume of such activities for the immediately preceding 90 calendar days (not including the calendar day in issue or any immediately preceding calendar days on which an abnormally high level of activity occurred), and (y) 133% of the average daily volume of the same calendar month in which such day occurs during the immediately preceding year (not including any immediately preceding calendar days on which an abnormally high level of activity occurred).  DTI shall not be responsible for delays or failures to supply any services where such delays or failures are caused by the delays or failures of the Funds to supply necessary instructions, approvals or information in the time periods agreed upon and all Service Levels shall again be measured from the date of the receipt by DTI of any necessary instructions, approvals or information.  Nothing contained herein, however, shall relieve DTI from responsibility for the acts or omissions to act of its own permitted agents, contractors, subcontractors, or entities acting under DTI's control.  In the event the outage set forth in clause (D) of this Paragraph is expected to be longer than six (6) hours, the outage will be discussed with, scheduled with, and agreed to by the Funds prior to its occurrence, the Funds' agreement thereto not to be unreasonably delayed or withheld.

(j)        Services To Be Performed After The Effective Date.   To the extent that the design, development, testing or implementation of the services set forth on Schedule E cannot be completed prior to the Effective Date ("Day 2 Services"), DTI shall take commercially reasonable measures to provide the Day 2 Services as soon as commercially reasonable after the Effective Date, and to the extent any Day 2 Service involves design, development, testing or implementation activities relating to the BNYM System, such activities shall be performed by the Technology Personnel in accordance with and subject to all terms of Section 3(d)(2); provided, however, DTI shall keep a record of hours spent each calendar month by the Technology Personnel on Day 2 Services and at its election either (i) not count some or all of such hours as satisfying the requirement set forth at the first sentence of Section 3(d)(2)(A), or (ii) to the extent such hours are counted as satisfying the requirement set forth at the first sentence of Section 3(d)(2)(A) ("Credited Hours"), credit the Funds on the invoice for Fees relating to the same month during which the Day 2 Services occurred an amount equal to the product of the Credited Hours times the appropriate Fees as set forth at Section 12 of the Fee Agreement.

(k)       Rule 38a-1 Program.   DTI will maintain written policies and procedures reasonably designed to prevent violations by DTI of the Federal Securities Laws, as that term is defined in Rule 38a-1, adopted by the SEC under the 1940 Act ("Rule 38a-1").  Pursuant to its compliance program, DTI will provide periodic measurement reports to the Funds and their Chief Compliance Officer.  DTI will provide to each Fund in connection with any periodic annual or semi-annual shareholder report filed by the Fund and, if requested by the Fund, in connection with Fund filings on Form N-Q, a sub-certification in the form attached hereto as Exhibit 1A under the Sarbanes-Oxley Act of 2002 relating to DTI's performance of the Services and DTI's related internal controls.  In addition, on a quarterly basis, DTI will provide to the Funds a certification in the form attached as Exhibit 1B in connection with DTI's compliance with Rule 38a-1.  DTI will provide the Funds with access to the Rule 38a-1 policies and procedures and will provide such explanations of the Rule 38a-1 policies and procedures as the Funds may reasonably request.  DTI reserves the right to amend and update its written policies and procedures in order to address changing regulatory and industry developments, and will notify the Funds of any such changes in a timely manner.

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4.         Confidentiality. 

(a)        Each party shall keep the Confidential Information (as defined in subsection (b) below) of the other party in confidence and will not use or disclose or allow access to or use of such Confidential Information except in connection with the activities contemplated by this Agreement or as otherwise expressly agreed in writing.  Each party acknowledges that the Confidential Information of the disclosing party will remain the sole property of such party.  In complying with the first sentence of this subsection (a), each party will use the same degree of care it uses to protect its own confidential information, but in no event less than a commercially reasonable degree of care. 

(b)        Subject to subsections (c), (d) and (e) below, "Confidential Information" means (i) all compensation agreements, arrangements and understandings (including waivers) respecting this Agreement, disputes pertaining to this Agreement, and information about a party's exercise of rights hereunder, performance of obligations hereunder or other conduct of a party in connection with this Agreement (in each case, other than as required to be disclosed under Applicable Law), (ii) information and data of, owned by or about a disclosing party or its respective Affiliates, customers, shareholders, contractors or subcontractors that may be provided to the other party or become known to the other party in the course of the relationship established by this Agreement, regardless of form or content, including but not limited to (A) competitively sensitive material, and not generally known to the public, including, but not limited to, studies, plans, reports, surveys, summaries, documentation and analyses, regardless of form, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of DTI or a Fund, their respective subsidiaries and Affiliates and the customers, clients and suppliers of any of them; (B) scientific, technical or technological information, a design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords DTI or a Fund a competitive advantage over its competitors; (C) a confidential or proprietary concept, documentation, report, data, specification, computer software, source code, object code, flow chart, database, invention, know how, trade secret, whether or not patentable or copyrightable; (D) information related to security, disaster recovery, business continuity and any other operational plans, procedures, practices and protocols, (E) anything designated as confidential, and (F) Personal Information (as defined in Section 5 below), and (iii) to any extent not included within clause (i) or clause (ii) above, with respect to the Funds, Dreyfus Data.

(c)  Information or data that would otherwise constitute Confidential Information under subsection (b) above shall not constitute Confidential Information to the extent it:

(i)         is already known to the receiving party at the time it is obtained;

(ii)        is or becomes publicly known or available through no wrongful act of the receiving party;

(iii)       is rightfully received from a third party who, to the receiving party's knowledge, is not under a duty of confidentiality;

(iv)       is released by the protected party to a third party without restriction; or

(v)        has been or is independently developed or obtained by the receiving party without reference to the Confidential Information provided by the protected party.   

(d)        To the extent required by Applicable Law or by lawful order or requirement of a court or governmental authority having competent jurisdiction over the receiving party, the receiving party may disclose Confidential Information, including Personal Information, in accordance with such law or order or requirement, subject to the following conditions:  As soon as possible after becoming aware of such law, order or requirement and prior to disclosing Confidential Information, including Personal Information, pursuant thereto, the receiving party will so notify the disclosing party in writing and, if possible, the receiving party will provide the disclosing party notice not less than five (5) Business Days prior to the required disclosure.  The receiving party will use reasonable efforts not to release Confidential Information, including Personal Information, pending the outcome of any measures taken by the disclosing party to contest, otherwise oppose or seek to limit such disclosure by the receiving party and any subsequent disclosure or use of Confidential Information, including Personal Information, that may result from such disclosure; provided, however, the receiving party shall not be required to withhold disclosure on the final day by which disclosure is required by the particular law, order or requirement if the disclosing party has not obtained an order restraining or otherwise blocking the law, order or requirement.  The receiving party will provide commercially reasonable cooperation and assistance to the disclosing party, at the disclosing party's expense, regarding such measures.  Notwithstanding any such compelled disclosure by the receiving party, such compelled disclosure will not otherwise affect the receiving party's obligations hereunder with respect to Confidential Information, including Personal Information, so disclosed.

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(e)        For clarification:  The Funds may, pursuant to the first and third sentences of Section 4(a), disclose DTI's Confidential Information to a Fund's Board of Directors/Trustees and to its and their respective auditors and attorneys, provided each recipient has agreed, or is otherwise subject to a duty, to maintain the confidentiality and use restrictions thereof in accordance with this Agreement and the Funds otherwise comply with the third sentence of Section 4(a).

(f)        The provisions of this Section 4 shall survive termination of this Agreement for a period of three (3) years after such termination.

5.         Privacy. 

(a)        "Personal Information" means the following information about past, present or future shareholders of the Funds that are individuals: names, signatures, dates of birth, addresses, telephone numbers, account numbers, social security numbers, financial data and transaction information ("Personal Data") solely to the extent such information is received by DTI in connection with DTI's performance of the Services and is necessary to the performance of the Services.  In the event Personal Data not necessary to the performance of the Services is received by DTI ("Unnecessary Personal Data") and is integrated with Personal Information, DTI shall be bound by the same duties with respect to the Unnecessary Personal Data as it is with respect to the integrated Personal Information.  In other circumstances DTI will be bound by such duties with respect to the Unnecessary Personal Data only upon becoming aware that such information consists of Personal Data.

(b)        DTI agrees that all Personal Information is, and shall be considered, confidential and proprietary to the Funds.  DTI may disclose Personal Information to contractors or subcontractors that have undergone DTI's vendor approval process, that are performing services for DTI directly related to the Services, and that are bound by written agreement to use and disclosure restrictions at least as protective as those set forth herein.  Except as provided by the immediately preceding sentence, DTI shall not disclose Personal Information to any third party, nor permit any third party to have access to any Personal Information, for any purpose.  DTI shall not use Personal Information, nor shall DTI duplicate Personal Information or retain records thereof, except as necessary to perform its obligations hereunder.  DTI shall comply with all Applicable Law relating to the Personal Information. DTI agrees to implement and maintain appropriate security measures to protect "personal information", as that term is defined in 201 CMR 17.00: Standards For The Protection Of Personal Information Of Residents Of The Commonwealth ("Massachusetts Privacy Regulation"), consistent with the Massachusetts Privacy Regulation and any applicable federal regulations.  DTI shall deliver to the Funds a certification of compliance with the Massachusetts Privacy Regulation upon the Funds' reasonable request.

(c)        Information Security Program. 

(1)        DTI shall implement and maintain a comprehensive written information security program applicable to the Personal Information ("Information Security Program") which shall include commercially reasonable measures, including, as appropriate, policies and procedures and technical, physical, and administrative safeguards that are consistent with industry standards, providing for (i) the security and confidentiality of the Personal Information, (ii) protection of the Personal Information against reasonably foreseeable threats or hazards to the security or integrity of the Personal Information, (iii) protection against unauthorized access to or use of or loss or theft of the Personal Information, and (iv) appropriate disposal of the Personal Information.  Without limiting the generality of the foregoing, the Information Security Program shall provide for (i) continual assessment and re-assessment of the risks to the security of Personal Information acquired or maintained by DTI and its agents, contractors and subcontractors in connection with the Services, including but not limited to (A) identification of internal and external threats that could result in unauthorized disclosure, alteration or destruction of Personal Information and systems used by DTI and its agents, contractors and subcontractors, (B) assessment of the likelihood and potential damage of such threats, taking into account the sensitivity of such Personal Information, and (C) assessment of the sufficiency of policies, procedures, information systems of DTI and its agents, contractors and subcontractors, and other arrangements in place, to control risks; and (ii) appropriate protection against such risks. 

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(2)        The Information Security Program shall require encryption of any Personal Information in electronic format while in transit or in storage, and enhanced controls and standards for transport and disposal of physical media containing Personal Information.  DTI shall, and shall require its agents, contractors and subcontractors who access or use Personal Information or Confidential Information to, regularly test key controls, systems and procedures relating to the Information Security Program ("ISP Tests").  DTI shall advise the Funds of any material issues identified in the ISP Tests potentially affecting the Information Security Program.

(3)        DTI shall comply with its Information Security Program.

(d)        DTI shall notify the Funds of any unauthorized use, disclosure, acquisition, modification, or destruction of Personal Information, unauthorized access to Personal Information, or loss of Personal Information (each, a "Security Breach") promptly after determining a Security Breach has occurred.  DTI shall investigate each Security Breach, provide the Funds with a description of the circumstances surrounding each Security Breach, and provide and promptly implement a remediation plan, acceptable to the Funds and in compliance with any Applicable Law, to address the Security Breach and prevent any further incidents.  Notwithstanding Section 11(c), DTI will at its expense pay any fines assessed by state authorities related to the Security Breach, and, to the extent the Security Breach presents a credible risk of identity theft and is requested by the Funds, or if required by Applicable Law, notify Fund shareholders of the Security Breach and provide one year of free credit monitoring service to affected Fund shareholders or such longer period of credit monitoring as may be required by Applicable Law, or DTI will reimburse the Funds for such expenses incurred by the Funds.

(e)        In the event that DTI commits a material breach of any ofDTI's material obligations under Section 4 or Section 5 with regard to Personal Information, the Funds may terminate this Agreement immediately at any time thereafter.  DTI's obligations under Section 4 or Section 5 with regard to Personal Information shall survive the termination of this Agreement with respect to any Personal Information that remains in the possession of DTI.

(f)        At the time of termination of Services under this Agreement, DTI shall provide the Funds with copies of all Personal Information that the Funds request be provided and shall destroy in accordance with its Information Security Program and Applicable Law all Personal Information in any form inDTI's possession or in the possession of DTI's agents, contractors or subcontractors at the time of termination of Services under this Agreement.  DTI shall retain no copies thereof, except for the period prior to scheduled destruction under its Information Security Program, provided that if DTI is required by law to retain a copy of any Personal Information, DTI will retain the Personal Information only for the time required, and disclose it only as required by law, after which it shall destroy it in accordance with its Information Security Program.  The terms of this Agreement regarding the protection of Personal Information shall apply until the Personal Information is destroyed.  DTI will upon request certify in writing the destruction of Personal Information that has occurred as of the time of the request.

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(g)        DTI agrees to include in a written agreement with any agent, contractor or subcontractor to whom it provides access to Personal Information confidentiality obligations with respect to such Information that are at least as restrictive as those that apply through this Agreement  to DTI.  DTI shall enforce all such agreements with its agents, contractors and subcontractors.

(h)        In addition to any other rights the Funds may have under this Agreement  or at law, since unauthorized use or disclosure of Personal Information may result in immediate and irreparable injury for which monetary damages may not be adequate, in the event that DTI or any officer, director, employee, agent, contractor or subcontractor of DTI uses or discloses, or in a Fund's sole opinion is likely to use or disclose, Personal Information in breach of DTI's obligations hereunder, the Fund shall be entitled to equitable relief, including temporary and permanent injunctive relief and specific performance.  The Funds shall also be entitled to the recovery of any pecuniary gain realized by DTI from the unauthorized use or disclosure of Personal Information.

6.         Audits; Questionnaires.   

(a)        Subject to the further provisions of this Section 6, a reasonable number of representatives of the Funds will have the right, upon not less than thirty (30) days advance written notice and during normal weekday business hours, and subject to DTI's reasonable security requirements, to (i) inspect DTI's premises where the Services and related operations are performed, including the data centers in use at the time and any other location where servers and computer hardware are used by DTI in performing the Services or are used by its Affiliate in providing any Services or part thereof on behalf of DTI, (ii) audit and examine on-site any books and records required to be maintained by DTI in connection with the performance of its obligations under this Agreement ("Agreement Records"), and (iii) audit and examine the books and records of DTI directly relating to Section 3(d)(2) (subject to redaction for data or information that is confidential or proprietary to DTI but not detracting from the Funds' ability to audit compliance), all as reasonably requested by the Funds to verify DTI's compliance with the terms of this Agreement.  Inspections by the Funds with respect to DTI's Information Security Program shall be limited to (x) discussions of DTI's Information Security Program with DTI's subject matter experts, (y) review of summaries of DTI's policies and procedures relating to the security of Personal Information, and (z) such other actions as the Funds reasonably determine to be necessary or appropriate in order for the Funds and their Chief Compliance Officer to comply with the requirements of Rule 38a-1, including the review of (non-summarized) policies and procedures as contemplated by Section 3(k) of this Agreement.  Such inspections, audits or examinations ("DTI Audits") may occur (i) annually; or (ii) with such greater frequency as may be "commercially reasonable" (as defined below); and may include the assistance of auditors associated with a firm of certified independent public accountants ("Third Party Auditor") reasonably acceptable to DTI and, where applicable, may cover DTI's oversight program for contractors or subcontractors utilized by DTI in connection with the particular Services being audited.  DTI acknowledges and agrees that DTI Audits covering different subjects may be conducted at different times during the year.  "Commercially reasonable" for purposes of the foregoing sentence means the Funds have reasonable grounds to believe that DTI is not materially complying with a term of this Agreement, the Funds notify DTI in reasonable detail of such belief in writing, and the Funds conduct a DTI Audit only of such portions of the premises and Agreement Records as are relevant to the cited noncompliance.  DTI shall cooperate with the Funds to take commercially reasonable measures to mitigate any material risks the Funds may identify.

(b)        Subject to the further provisions of this Section 6, and DTI's reasonable security requirements, DTI will give regulatory authorities with jurisdiction over the Funds ("Regulators"), upon reasonable advance written notice and during normal weekday business hours, the ability to inspect the premises and operations of DTI and Agreement Records (collectively with DTI Audit, "Audit").  

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(c)        Subject to the further provisions of this Section 6, DTI will cooperate, and, where appropriate, will use its best efforts to require its contractors and subcontractors to cooperate, in the Audits, making available the information reasonably requested by the Funds, Third Party Auditors or Regulators in connection with the Audit and reasonably appropriate to the scope of the Audit, as determined by reference to Section 6(a), when appropriate, and to conduct discussions with relevant personnel that are also appropriate to the permitted scope of the Audit regarding DTI's compliance with its obligations under this Agreement.  DTI and any Affiliate who provides any Services or part thereof on behalf of DTI shall be so obligated to cooperate to the extent (i) the Funds provide reasonable advance written notice of the date an Audit is to commence and the nature and scope of the Audit to the extent known by the Funds, (ii) the Audit does not significantly interfere with or disrupt the normal business operations of DTI or, where applicable, a particular Affiliate of DTI, and (iii) personnel of Third Party Auditors, who in the sole judgment of DTI will have access to customer, confidential, proprietary or other privileged information of DTI, execute confidentiality agreements containing terms similar to those that apply to the Funds as set forth in this Agreement, or are bound by confidentiality obligations similar to those that apply to the Funds as set forth in this Agreement or are otherwise reasonably satisfactory to DTI.  DTI shall not, however, be required to divulge any information that is prohibited by law or by a confidentiality agreement with a third party.  All nonpublic information disclosed by DTI in connection with an Audit shall be deemed confidential and proprietary information of DTI and shall not be disclosed by the Funds or its Third Party Auditors to any third party without DTI's prior written consent.  The Funds shall use reasonable efforts to ensure that any such information disclosed to a Regulator is afforded confidential treatment.

(d)        DTI shall comply with the Funds' reasonable requests for in-person or telephonic meetings to discuss, or written responses to information requests and questionnaires regarding, the Services, the Information Security Program, security measures, business recovery plans, and compliance with terms of this Agreement.

7.         Cooperation with Accountants.   DTI shall cooperate with the independent public accountants for each Fund and shall take commercially reasonable measures to furnish or to make available to such accountants information relating to this Agreement and DTI's performance of the obligations hereunder as requested by such accountants and necessary for the expression of their opinion.

8.         Disaster Recovery. 

(a)     DTI shall provide back-up facilities ("Back-Up Facilities") to the primary operations and data centers used by DTI to provide the Services ("Primary Facilities") that are capable of providing the Services in the event an incident to the Primary Facilities significantly interrupts the delivery of a significant Service.  The Back-up Facilities will have no other function that could not be suspended immediately for an indefinite period of time if necessary to allow, or continue to be supported while allowing, the Back-up Facilities to function as back-up facilities for interrupted Services in accordance with DTI's Business Continuity Plan (as defined below).  DTI will provide disaster recovery services in accordance with its Business Continuity Plan following the declaration of a "Disaster", which is hereby defined to mean any event that significantly interrupts the delivery of significant Services from Primary Facilities.  The Funds shall not bear the costs related to such transfer.  Once the Primary Facilities have recovered, they shall again be used to provide the Services herein with no loss of time and at no additional cost to the Funds.

(b)        DTI shall demonstrate its ability to effect a transfer to, and provide adequate services from, Back-up Facilities by developing, maintaining and testing a business continuity plan containing disaster recovery procedures for its data centers and operations facilities, including without limitation the Lion Software ("Business Continuity Plan").  DTI's Business Continuity Plan will meet the following minimum requirements:  (i) data shall be backed up to alternate sites so that no loss of data can occur, and (ii) DTI's Business Continuity Plan will meet or exceed the business continuity plan requirements set forth in the policies of BNYM Corporation.  An executive summary of the Business Continuity Plan, as the Business Continuity Plan was constituted on the Effective Date, shall be delivered to the Funds by the Effective Date.  DTI shall annually provide the Funds with an executive summary in written form of the Business Continuity Plan, updated as necessary to incorporate into the executive summary, as of the date provided, summaries of any changes to the Business Continuity Plan since the Effective Date, or the date of the last executive summary of the Business Continuity Plan provided to the Funds, as the case may be (posting on a website of DTI or its Affiliate shall be deemed to satisfy this requirement).  The Business Continuity Plan will be available at DTI for review in accordance with the policies of BNYM Corporation.  At least once each calendar year, DTI shall test the Business Continuity Plan. 

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(c)        DTI will provide the Funds with executive summaries of all internal tests of the Business Continuity Plan that will include the date of the test, the scope of the test and whether it was a success or not a success.  All tests will follow standardized test scripts that will be reviewed by a centralized group of BNYM Corporation for completeness ("BCP Test Group").  All critical issues resulting from the tests will be tracked by the BCP Test Group and remain a priority for DTI (and the associated technology service teams of BNYM Corporation, if applicable) until remediated.  If any of the critical issues are a hindrance to providing critical services to the Funds, the Funds will be so advised.

9.         Fees and Expenses. 

(a)        As compensation for services rendered by DTI during the term of this Agreement, the Funds will pay to DTI such fees and charges (the "Fees") as may be agreed to from time to time in writing by DTI and the Funds (the "Fee Agreement").  In addition, the Funds agree to pay, and will be billed separately in arrears for, reasonable expenses incurred by DTI in the performance of its duties hereunder as specified in the Fee Agreement ("Reimbursable Expenses").  In addition, any other expenses incurred by DTI at the request or with the consent of an Authorized Person will be promptly reimbursed by the Funds.

(b)          Except as otherwise expressly provided in this Agreement or in the Fee Agreement, the prices specified in the Fee Agreement include:  (i) all employee taxes and unemployment insurance relating to DTI employees, and (ii) the cost of making, securing and maintaining all DTI's applications, licenses, permits, approvals, consents, authorizations, registrations, certificates, audits performed by DTI of DTI's operations as part of DTI's audit or compliance program (but not audits performed at the specific request of the Funds or by the Funds or any other party at the Funds' request or as a result of the Funds' relationship with such party (including without limitation regulators of the Funds)) necessary to perform and provide the Services.

(c)        The fees and charges set forth in the Fee Agreement, other than Print/Mail Fees and Charges and Bank Charges, may be increased or shall decrease annually upon each July 1^st (commencing with the first increase or decrease which is to occur on July 1, 2013) over the fees and charges during the prior calendar year in an amount equal to the numerically smaller of :  (a) sixty percent (60%) of the annual percentage of change in the Bureau of Labor Statistics Consumer Price Index for all Urban Consumers:  U.S. City Average by Expenditure Category and Commodity and Service Group Special Indexes – Services less rent of shelter, Base 1982=100, or any successor index (the "CPI"), for the 12 calendar months immediately preceding the January 1^st of the year in which the increase is to take effect, or (b) seven percent (7%).  Any such increase or decrease will, however, be subject to the following:  (i) written notice of DTI's intention to increase such fees and charges (but not the amount of such increase) must be provided to the Funds by DTI at least six months prior to the effectiveness thereof, and (ii) a decrease in fees shall only occur when the CPI has decreased for two consecutive years and will then be based upon the decrease for the second year, e.g., if 60% of the CPI's decrease equals four percent (4%) in year four and eight percent (8%) in year five, the fees to be paid by the Funds hereunder would not otherwise change in year five, and would decrease by seven percent (7%) in year six.

(d)        In the event a new or modified service or a new or modified functionality of the BNYM System is implemented other than in the circumstances described in Section 1(c) or 1(d) ("New Service"), the following provisions shall apply:

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(i)         DTI shall be entitled to commercially reasonable fees for providing the New Service for the Funds and if DTI elects to charge fees for the New Service it shall provide the Funds with notice of any such fees not less than sixty (60) days in advance of the first date as of which such fees will apply and the New Service will commence;

(ii)        The Funds shall have the right to decline to receive a New Service and in the event the Funds exercise this right the Funds shall not be obligated to pay any fee for the New Service even if one or more Funds inadvertently receive some or all of the New Service;

(iii)       If DTI's costs are not increased as a result of providing the New Service and the Funds elect to receive the New Service, then the Funds shall not be obligated to pay any additional fee for the New Service;

(iv)       Notwithstanding clauses (i) through (iii) of this Section 9(d), and without regard to whether DTI charges or does not charge a fee for the New Service, in the event a Fund indicates its acceptance of a New Service and the implementation or the performance of the New Service requires DTI to perform work that is different than the work otherwise to be performed in connection with the New Service, then the Technology Personnel shall perform all such work in connection with the New Service that is appropriate and reasonable for the Technology Personnel to perform, in accordance with and subject to all terms of Section 3(d)(2); and

(v)        To the extent that any Service provided to the Funds under this Agreement is configured or performed as it is in whole or in part due to parameters set forth in the Prospectus or other materials provided to Fund shareholders, standards imposed by clearing corporations or other industry-wide service bureaus or organizations, Fund policies or Applicable Law in effect on the Effective Date (other than laws, rules and regulations applicable directly to DTI as a business entity or as a SEC-registered transfer agent) and due to new or amended provisions of any of the foregoing after the Effective Date (collectively, a "Requirements Change") DTI provides a New Service, then if the Funds decline to receive the New Service DTI shall be released from all liability for Loss that may occur due to its failure to utilize the New Service or that could reasonably have been prevented or mitigated by utilizing the New Service.  DTI shall have no obligation to develop, implement or provide a new service in response to a Requirements Change, except that if the Funds requests such, DTI's obligations shall be governed by Sections 1(c) and (d) hereunder.

(e)        The Funds hereby represent and warrant to DTI that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to DTI or to the adviser or sponsor to the Funds in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by DTI to such adviser or sponsor or any affiliate of the Funds relating to this Agreement have been fully disclosed to the Board of Directors/Trustees of the relevant Fund and that, if required by Applicable Law, such Board has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits.

(f)        No termination of this Agreement shall cause, and no provision of this Agreement shall be interpreted in any manner that would cause, DTI's right to receive payment of its fees and charges for services actually performed hereunder up to and including the date of termination, and the fees and charges provided for in Section 13(g) for services performed after such termination date, and the Funds' obligation to pay such fees and charges, to be barred, limited, abridged, conditioned, reduced, abrogated, or subject to a cap or other limitation or exclusion of any nature.

(g)        The Funds will advise DTI as to the manner Fees and Reimbursable Expenses are to be allocated among the Funds.  DTI agrees to apply the allocation methodology to amounts due it each month, and to reflect such application on monthly invoices.

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10.       Instructions. 

(a)        Unless the terms of this Agreement or the Written Procedures expressly provide, in the reasonable discretion of DTI, all requisite details and directions for it to take a specific course of conduct, DTI may, prior to engaging in a course of conduct on a particular matter, require Written Instructions with respect to the matter. 

(b)        Whether received from a Fund in response to a request described in Section 10(a) or otherwise, DTI shall be obligated to act only on "Standard Instructions", which is hereby defined to mean (i) Written Instructions it receives which direct a course of conduct substantially similar in all material respects to a course of conduct provided for in the Written Procedures, or (ii) if the Written Procedures provide for a particular form of instructions to be used in connection with a matter ("Form"), instructions it receives on the Form or Written Instructions conforming in all material respects to the Form in DTI's reasonable sole judgment. 

(c)        DTI may in its reasonable discretion decline to follow any course of conduct contained in an Instruction that is not a Standard Instruction (such course of conduct being a "Non-Standard Instruction") for a bona fide legal, commercial or business reason ("Bona Fide Reason"), including by way of example and not limitation the following: (i) the course of conduct is not consistent or compliant with, is in conflict with, or requires a deviation from an Industry Standard, (ii) the course of conduct is not reasonably necessary or appropriate to or consistent with the services contemplated by this Agreement, (iii) the course of conduct requires a deviation from Written Procedures, (iv) the course of conduct is in conflict or inconsistent with or violates a law, rule, regulation, or order or legal process of any nature, (v)  the course of conduct is in conflict or inconsistent with or will violate a provision of this Agreement, or (vi) the course of conduct imposes on DTI a risk, liability or obligation not contemplated by this Agreement, including without limitation sanction or criticism of a governmental, regulatory or self-regulatory authority, civil or criminal action, a loss or downgrading of membership,participation or access rights or privileges in or to organizations providing common services to the financial services industry, out-of-pocket costs and expenses the Funds do not agree to reimburse, requires performance of a course of conduct customarily performed pursuant to a separate service or fee agreement, requires a material increase in required resources, or is reasonably likely to result in a diversion of resources, disruption in established work flows, course of operations or implementation of controls, or (vii) DTI lacks sufficient information, analysis or legal advice to determine that the conditions in clauses (iv) and (vi) do not exist.

(d)        Notwithstanding the right reserved to DTI by subsection (c) above:

(i)         DTI shall in good faith consider implementing a Non-Standard Instruction if the Funds agrees in a prior written authorization to reimburse DTI for:  the costs and expenses incurred in consulting with and obtaining the opinions or other work product of technical specialists, legal counsel or other third party advisors, consultants or professionals reasonably considered by DTI to be appropriate to fully research, develop and implement the policies, procedures, operational structure and controls required to perform the Non-Standard Instruction ("External Research"), the costs and expenses associated with utilizing or expanding internal resources to research, develop and implement the policies, procedures, operational structure and controls required to perform the Non-Standard Instruction ("Internal Research", and together with the External Research, the "Research"), and the fees and charges reasonably established by DTI for performing the Non-Standard Instruction following its implementation.  The Funds  may, in place of agreeing to reimburse DTI for the costs of Research, agree in such written authorization to provide DTI at the Funds' cost and expense with all Research reasonably requested by DTI.

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(ii)        Following receipt of all requested Research, DTI may, in its reasonable discretion, as an accommodation and not pursuant to any obligation, agree to follow a Non-Standard Instruction if it subsequently receives a Written Instruction containing terms satisfactory to it in its reasonable discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with reasonable particularity the course of conduct constituting the Non-Standard Instruction.

(iii)       DTI reserves the right following receipt of all External Research and Internal Research and notwithstanding such receipt to continue to decline to perform the Non-Standard Instruction for a Bona Fide Reason.

(e)        DTI will also not be obligated to act on any Instruction with respect to which it has reasonable uncertainty about the meaning of the Instruction or which appears to conflict with another Instruction.  DTI will promptly advise the Funds if it has uncertainty about the meaning of an Instruction or if it appears to conflict with another Instruction, but DTI will have no liability for any delay between issuance of the initial Instruction and its receipt of a clarifying Instruction.

(f)        In addition to any other provision of this Agreement that may be applicable to a particular Instruction, DTI may include in a form of instruction constituting a Standard Instruction, in addition to appropriate functional terms and provisions, indemnification terms that are substantially similar in all material respects to indemnification terms of this Agreement and representations and covenants that DTI reasonably believes to be appropriate due to risks, liabilities or obligations incurred by or on it by virtue of acting in an agency capacity for the Funds or imposed on it by law, regulation, or governmental, regulatory or self-regulatory authority by virtue of its agency conduct.  In addition, except where a third party is acting on behalf of or for a Fund in accordance with a Written Instruction, a Written Procedure or this Agreement, DTI may require a third party who purports to be authorized to act on behalf of or for a Fund in connection with this Agreement to execute an instrument containing terms determined by DTI to be reasonable under the circumstances or may require the Fund to provide Written Instructions regarding the third party and its activities.

(g)        DTI shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, truthfulness or accuracy or lack thereof, or genuineness or lack thereof of any Instruction (Standard Instructions and Non-Standard Instructions), direction, notice, instrument or other information or communication from a Fund which DTI reasonably believes to have been given by the Fund ("Fund Communication").  DTI shall have no liability for engaging in a course of conduct in accordance with any of the foregoing provided it otherwise acts in compliance with this Agreement.  DTI shall be entitled to rely upon any Instruction it receives from an Authorized Person or from a person DTI reasonably believes to be an Authorized Person relating to this Agreement.  DTI may assume that any Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents of a Fund or this Agreement or of any vote, resolution or proceeding of a Fund's Board of Directors/Trustees or of the Fund's shareholders. 

(h)        DTI shall be obligated to engage in conduct pursuant to instructions from a Fund only if the instructions are Written Instructions (and otherwise comply with this Section 10).  DTI may, however, in its discretion, agree to engage in conduct pursuant to Oral Instructions (that comply with this Section 10) in lieu of Written Instructions with respect to a particular matter under this Agreement.  In the event DTI agrees to engage in conduct on the basis of Oral Instructions, each Fund agrees, as a condition to DTI's acceptance of the Oral Instructions, to deliver to DTI, for receipt by 6:30 PM (Eastern Time) on the same Business Day as the day the Oral Instructions were given, or by such later time as agreed to by the recipient of the Oral Instructions with respect to the particular Oral Instructions, Written Instructions which confirm the Oral Instructions, or, if authorized in an email sent by the recipient of the Oral Instructions, instructions contained in an email from an Authorized Person responding to the authorizing email of the recipient of the Oral Instructions ("Email Instructions") which confirm the Oral Instructions. In the event Written Instructions or Email Instructions, if applicable, confirming Oral Instructions are received late, are never received, or fail to contain terms which confirm the Oral Instructions in all material respects, (i) the validity, authorization and enforceability of the Oral Instructions, all actions, transactions, and conduct occurring as a result of the Oral Instructions, and DTI's ability to rely on the Oral Instructions shall not be abridged, abrogated, nullified or adversely impacted in any manner; and (ii) DTI's contemporaneous written memorialization of the Oral Instructions, if any, shall be the controlling Written Instructions in the event confirming Written Instructions or Email Instructions, if applicable, are not received or are received but fail to confirm the Oral Instructions in all material respects.

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(i)         In the event facts, circumstances, or conditions exist or events occur, other than due to Breach Conduct (as defined in Section 11(a) below), including without limitation situations contemplated by Section 10(e), and DTI reasonably determines that it must take a course of conduct in response to such situation and must receive an Instruction to direct its conduct, and DTI so notifies the relevant Fund, and the Fund fails to furnish adequate Instructions or unreasonably delays furnishing adequate Instructions ("Response Failure"): 

(i)         DTI will first endeavor to utilize internal resources to determine the appropriate course of conduct in response to the situation but will be entitled, at the Fund's sole cost and expense, to consult with legal counsel or other third parties reasonably determined by DTI to be appropriate to determine the appropriate course of conduct and the Fund will reimburse DTI for out-of-pocket expenses so incurred upon being invoiced for same; and

(ii)        DTI may implement a course of conduct on behalf of the relevant Fund and DTI will have all rights hereunder with respect to such course of conduct as if such course of conduct was taken pursuant to and contained in Written Instructions.  The Fund will pay DTI all fees reasonably charged by DTI, if any, for engaging in the particular course of conduct and reimburse DTI for all reasonably related out-of-pocket expenses incurred upon being invoiced for same.

11.       Terms Relating to Liability.  

(a)        DTI shall be liable to each Fund (or any person or entity claiming through a Fund) for Loss the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by, (i) with respect to DTI's performance of the Services, conduct constituting intentional misconduct, reckless disregard or negligence ("Breach Conduct"), and (ii) with respect to obligations under this Agreement other than those described in clause (i), for breaches of this Agreement.  As used in this Agreement, negligence shall mean conduct not commercially reasonable under the applicable circumstances.

(b)        Notwithstanding any other provision, and for all purposes, of this Agreement:  Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: natural disasters, such as floods, hurricanes, tornados, earthquakes and wildfires; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; job action by organized labor; interruption, loss or malfunction of utilities, transportation, internet or communications capabilities; or non-performance by third parties (other than contractors or subcontractors of DTI for causes other than those described herein) (all and any of the foregoing being an "Event Beyond Reasonable Control") .  Upon the occurrence of an Event Beyond Reasonable Control, the affected party shall be excused from any non-performance caused by the Event Beyond Reasonable Control for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted.

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(c)        NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, BUT SUBJECT TO THE EXPRESS EXCLUSION OF THIS SECTION 11(c) PROVIDED FOR IN THE LAST SENTENCE OF SECTION 5(d), IN NO EVENT SHALL EITHER PARTY,  ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, TRUSTEES, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES.  FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITION, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(c).

(d)        Each party shall have a duty to mitigate damages for which the other party may become responsible, including giving notice of Loss or Breach Conduct which in timing and content is commercially reasonable under the circumstances when such notice would provide the other party with an opportunity to remediate the Loss or Breach Conduct.

(e)        With respect to securities data, information and research furnished to DTI by third parties and included in the BNYM System ("Securities Data"), the Funds acknowledge that DTI and such third parties make no warranty concerning the Securities Data and DTI disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and DTI shall not in the absence of Breach Conduct be liable for Loss caused by Securities Data not being provided to it with the content and at the time which is standard for the industry or which is required for performance of any service provided for herein, including without limitation performance of the Licensed Services.

12.       Indemnification. 

(a)        DTI shall not be responsible for, and each Fund agrees to indemnify, defend and hold harmless DTI and each affiliate providing any service hereunder or an underlying component thereof in whole or in part on behalf of DTI, and the respective directors, trustees, officers, agents and employees of each (each, a "DTI Indemnified Party"), from and against any and all Losses and, solely with respect to third party claims that the Fund fails to assume the defense of or with respect to which the DTI Indemnified Party is entitled to separate counsel in accordance with Section 12(c), Attorneys Fees arising directly or indirectly from:

(i)         Any conduct of a Fund forming the basis for a third party claim against the DTI Indemnified Party (for clarification: for purposes of this Section 12(a)(i) "Claims" shall be limited to third party claims only);

(ii)        All conduct of a DTI Indemnified Party taken in the performance of the Services, other than Breach Conduct or breaches of this Agreement.  Without limiting the generality of the foregoing, this includes conduct of a DTI Indemnified Party taken in reliance on and pursuant to (A) Fund Communications; (B) where DTI is obligated to act in accordance with Applicable Law, written legal analysis or advice; (C) Section 10(i) due to a Response Failure; and (D) DTI Procedures and Exception Procedures.  For clarification: unless the express terms of Non-Standard Instructions, DTI Procedures or Exception Procedures provide otherwise, the indemnification right in this Section 12 extends to conduct taken in reliance on the foregoing but not to Breach Conduct committed in the execution  of such conduct;

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(iii)       A Fund's refusal or failure to comply with the terms of this Agreement, its negligence or willful misconduct, the breach of any representation or warranty hereunder by a Fund;

(iv)       Defaults by Dealers or shareowners with respect to payment for share orders previously entered;

(v)        The offer or sale of the Shares in violation of any requirement under federal securities laws or regulations or the securities laws or regulations of any state or in violation of any stop order or other determination or ruling by any federal agency or state with respect to the offer or sale of such Shares in such state (unless such violation results from a DTI Indemnified Party's failure to comply with Written Instructions that no offers or sales shall be permitted to be input into the Fund's securityholder records in or to residents of such state);

(vi)       Actions or omissions to act by a Fund or agents designated by either with respect to duties assumed thereby as provided for in Section 1(g) hereof; and

(vii)      a Fund Error.

Subject to the express terms of this Section 12(a), the Funds shall not be obligated to indemnify a DTI Indemnified Party, and a DTI Indemnified Party shall not be entitled to be indemnified by the Funds, against any Losses to the extent, and solely to the extent, that such Losses arose out of or were attributable: (i) with respect to DTI's performance of the Services, to conduct constituting Breach Conduct, and (ii) with respect to DTI's obligations under this Agreement other than those described in clause (i), for breaches of this Agreement.

(b)        Except with respect to conduct for which DTI is entitled to indemnification under Section 12(a) hereof, DTI shall indemnify and hold each Fund and its directors, trustees, officers, agents and employees ("Fund Indemnified Party") harmless from and against Losses and, solely with respect to third party claims that DTI fails to assume the defense of or with respect to which the Fund Indemnified Party is entitled to separate counsel in accordance with Section 12(c), Attorneys Fees arising out of or attributable to: (i) with respect to DTI's performance of the Services, to conduct constituting Breach Conduct, and (ii) with respect to DTI's obligations under this Agreement other than those described in clause (i), for breaches of this Agreement.

(c)        With respect to third party claims, where a party is entitled to indemnification under Section 12(a) or 12(b) (the "Indemnified Party") from another party hereunder (the "Indemnifying Party") and the Indemnified Party receives notice of the commencement of any action or written notification of a threatened action, to exercise its right of indemnification hereunder the Indemnified Party must notify the Indemnifying Party in writing of the notice or the written notification, as the case may be, and include therein a copy of all documentation relevant to the action it has received; but the failure so to notify the Indemnifying Party (and provide relevant documentation) will not relieve an Indemnifying Party from its obligation under Section 12(a) or 12(b) except to the extent the interests of the Indemnifying Party have been prejudiced as a proximate result of a failure to provide the required notice (and required documentation). The Indemnifying Party will be entitled to participate in, and, to the extent that it may wish, assume the defense thereof (in its own name or in the name and on behalf of any Indemnified Party, or both, with counsel reasonably satisfactory to such Indemnified Party); provided, however, if the defendants in any such action include (or will include) both the Indemnified Party and an Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be a conflict between the positions of the Indemnified Party and an Indemnifying Party in conducting the defense of any such action or that there may be legal defenses available to it which are inconsistent with those available to an Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel (in addition to local counsel) to assume such legal defense and to otherwise participate in the defense of such action on behalf of such Indemnified Party at such Indemnified Party's sole expense. Upon receipt of notice from an Indemnifying Party to such Indemnified Party of its election so to assume the defense of such action and approval by the Indemnified Party of counsel, which approval shall not be unreasonably withheld (and any disapproval shall be accompanied by a written statement of the reasons therefor), the Indemnifying Party will not be liable to such Indemnified Party hereunder for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. An Indemnifying Party will not settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action, suit or proceeding.  An Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder.  If it does so, it waives its right to indemnification therefor.

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13.       Termination. 

(a)        Termination.  This Agreement may be terminated with respect to one or more Funds and remain effective with respect to other Funds.  This Agreement will terminate automatically with respect to a Fund when such Fund is liquidated or merged out of existence or when such Fund transfers all or substantially all of its assets and liabilities to another Investment Company or Portfolio, effective upon such liquidation, merger or transfer.  A Fund may terminate this Agreement upon 12 months' prior written notice to DTI.  DTI may terminate this Agreement by giving the Funds notice in writing specifying the date of such termination, which shall be not less than 24 months after the date of receipt of such notice.  If DTI gives such notice, the Funds will have the option to extend such proposed termination date by an additional six months.  Each Fund may exercise this option by giving notice thereof to DTI in writing no less than three months prior to DTI's originally proposed termination date.  

(b)        Termination Due to Material Breach.  If a party materially breaches this Agreement (a "Defaulting Party") the other party (the "Non-Defaulting Party") may give written notice thereof to the Defaulting Party ("Breach Notice"), and if such material breach shall not have been remedied within thirty (30) days after the Breach Notice is given, then the Non-Defaulting Party may terminate this Agreement by giving written notice of termination to the Defaulting Party ("Breach Termination Notice"), in which case this Agreement shall terminate as of 11:59 PM (Eastern Time) on the 30th day following the date the Breach Termination Notice is given, or such later date as may be specified in the Breach Termination Notice.  In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party.  In the event a Breach Notice specifies that a Service Level Termination Event constitutes a material breach of the Agreement with respect to which the Breach Notice is being given (a "Material Service Level Termination Event"), the 30 day cure period provided for in the first sentence of this Section 13(b) shall not be applicable and such Breach Notice must specify the termination date.

(c)        Termination Due to Service Level Failure.  The Funds may terminate this Agreement in accordance with the provisions of the Service Level Agreement regarding Service Levels.  A Fund must give written notice of its intent to terminate this Agreement within sixty (60) days of receipt of a true and complete report of DTI evidencing the event giving rise to such right of termination under the terms of the paragraphs of the Service Level Agreement captioned "Termination" (a "Service Level Termination Event").  Such notice must specify a date no less than three nor more than twenty-four (24) months thereafter as the date upon which such termination shall be effective.  Failure to provide such notice in a timely manner (whether under this Section 13(c) or with respect to a Material Service Level Termination Event under Section 13(b) above) shall constitute a waiver in respect to the specific Service Level Termination Event (but no other).

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(d)        Early Termination Due to Change in Control of DTI.  In the event 50% or more of DTI's outstanding voting stock is acquired by an entity or group of Affiliated entities, other than Affiliates of BNYM Corporation, or an agreement is entered into which would provide for the foregoing to occur if closed in accordance with its terms, DTI shall promptly upon becoming aware of such an acquisition or agreement notify the Funds of the particular acquisition or agreement and the Funds may terminate this Agreement by providing, within 90 days of receipt of such notice, written notice of a termination under this Section 13(d), specifying the date of termination, not less than one year in advance of the termination date specified in the notice.

(e)        Termination due to Bankruptcy, Insolvency.  Notwithstanding any other provision of this Agreement, either party may in its sole discretion terminate this Agreement immediately by sending notice thereof to the other party upon the happening of any of the following: (i) the other party commences as debtor any case or proceeding under any bankruptcy, insolvency or similar law, or there is commenced against the other party any such case or proceeding; (ii)  the other party commences as debtor any case or proceeding seeking the appointment of a receiver, conservator, trustee, custodian or similar official for the other party or any substantial part of its property or there is commenced against the other party any such case or proceeding; (iii) the other party makes a general assignment for the benefit of creditors; or (iv) the other party states in any medium, written, electronic or otherwise, any public communication or in any other public manner its inability to pay debts as they come due.  A party may exercise its termination right under this Section 13(e) at any time after the occurrence of any of the foregoing events notwithstanding that such event may cease to be continuing prior to such exercise, and any delay in exercising this right shall not be construed as a waiver or other extinguishment of that right.  Any exercise by a party of its termination right under this Section 13(e) shall be without any prejudice to any other remedies or rights available to such party and shall not be subject to any fee or penalty, whether monetary or equitable.  Notwithstanding clause (iii) of Section 15, notice of termination under this Section 13(e) shall be considered given and effective when given, not when received.

(f)        In the event of a termination, if a Fund requests Conversion Actions (as defined below) in connection with the termination , DTI shall make a good faith effort to perform the Conversion Actions and facilitate a conversion to a successor service provider; provided, however, unless DTI is provided with one-year advance notice of the termination, as is provided for in Section 13(a), DTI does not guarantee that it will be able to effect a conversion to a successor service provider by the date requested by the Fund.

(g)        (i)         In the event of termination, all expenses, which includes out-of-pocket expenses, of DTI ("Conversion Expenses") associated with any transfer or movement of files, records and other information and materials to the Funds or to a successor service provider, any conversion of files, records and other information and materials to one or more formats or specifications different than those used by the BNYM System and any other activities engaged in by DTI which are ancillary to the foregoing or customarily performed in connection with conversions following a termination (such transfer, conversion and other activities being referred to collectively herein as the "Conversion Actions") will be borne by the Funds.  Prior to the date of the first of any such transfers or conversions, and as a condition to such, the Funds shall pay to DTI the amounts equal to:  (A) the Conversion Expenses, including without limiting the generality of the foregoing, (I) reasonable expenses incurred by DTI associated with conversion to a successor service provider, (II) reasonable expenses associated with the transfer or duplication of records and materials, and (III) reasonable expenses associated with the conversion of records or materials; (B) reasonable trailing expenses (expenses incurred by DTI in providing services after a termination of this Agreement or after any transfer or conversion of files and records occurring in connection with the termination, such as, without limiting the generality of the foregoing, answering general shareholder inquiries, furnishing historical shareholder account information to authorized parties, providing tax services with respect to transactions occurring before the termination such as the filing of final tax forms, maintaining a Service Account for Fund checks not yet cleared, and compliance with any record retention requirements); and (C) Fees and Reimbursable Expenses for services performed hereunder through and including such date, excluding any amounts included in the amounts described in clauses (A) or (B) above. 

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            (ii)        The Technology Personnel shall perform all work in connection with the Conversion Actions that is appropriate and reasonable for the Technology Personnel to perform and any hours spent by Technology Personnel performing such work shall be counted toward satisfying the requirement set forth in the first sentence of Section 3(d)(2)(A). 

(iii)       Notwithstanding Sections 13(g)(i), in the event of a termination by the Funds under Section 13(b), including a termination for a Material Service Level Termination Event, or under Section 13(e), the Funds shall not be obligated to pay DTI for any Conversion Expenses.

(iv)       In addition, in the event of termination, if DTI continues to perform any Conversion Actions or provides any other services hereunder other than those specifically contemplated and invoiced as trailing expenses pursuant to subsection (g)(i) above, beyond any termination date or time specified in any notice, after a transfer or conversion of files and records, or in any other manner ("Continuation Services"), the Funds shall be obligated to pay DTI immediately upon being invoiced therefor, all reasonable Fees and Reimbursable Expenses associated with the Continuation Services; provided, however, in the event of a termination by the Funds under Section 13(b), including a termination for a Material Service Level Termination Event, the Funds shall not be obligated to pay DTI for any Continuation Services that constitute Conversion Actions.

14.       Policies and Procedures. 

(a)        The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI shall provide the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("Standard Procedures"), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures.  BNYM may embody in the Standard Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("Industry Standard") and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law.  DTI shall notify the Funds of material changes to Standard Procedures in a timely manner.

(b)        Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures").  DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned.

(c)        Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, which would require a Service to be provided hereunder other than in accordance with the Standard Procedures, or if DTI is requested by the Funds, or a third party authorized to act for the Funds, to deviate from a Standard Procedure in connection with the performance of a service hereunder (collectively, "Exception Procedures"): 

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(i)         DTI shall not be obligated to perform any particular Exception Procedure.  However, DTI shall in good faith consider developing and implementing an Exception Procedure:  if the Funds agree in a prior written authorization to reimburse DTI for all costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure.  The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception Research reasonably requested by DTI at the Funds' cost and expense. 

(ii)        Following receipt of all requested Exception Research, DTI may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedure.

(iii)       DTI reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Procedure for a bona fide legal, commercial or business reason.

(d)        The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". 

(e)        In the event that the Funds request documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the Funds, but the Funds agree to reimburse DTI for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

15.       Notices.   Notices permitted or required by this Agreement shall be in writing and:

(i)         addressed as follows, unless a notice provided in accordance with this Section 15 shall specify a different address or individual: 

(A)       if to DTI, to Dreyfus Transfer, Inc. at 200 Park Avenue, New York, New York 10166, Attention:  President; with a copy to The Dreyfus Corporation at 200 Park Avenue, New York, New York 10166, Attention:  Senior Counsel – Transfer Agency; and

(B)       if to a Fund, to the Dreyfus Family of Funds, c/o The Dreyfus Corporation at 200 Park Avenue, New York, New York  10166, Attention:  President, with a copy to David Stephens, Esq., Stroock & Stroock & Lavan LLP at 180 Maiden Lane, New York, New York 10038.

(ii)        delivered: by hand (personal delivery by an Authorized Person to addressee); private messenger, with signature of recipient; U.S. Postal Service (with return receipt or other delivery verification provided); overnight national courier service, with signature of recipient; facsimile sending device providing for automatic confirmation of receipt; and

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(iii)       deemed given on the day received by the receiving party.

16.       Amendments. 

(a)        This Agreement, or any term thereof, including without limitation the Schedules and Exhibits hereto, may be changed or waived only by a written amendment, signed by the party against whom enforcement of such change or waiver is sought.

(b)        In the event that any Investment Company for which an Affiliate of DTI serves as investment adviser, in addition to those listed on Schedule B, desires to have DTI render Services as transfer agent under the terms hereof, it shall so notify DTI in writing, and if DTI agrees to provide such services, such Investment Company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth herein.  In the event that any Investment Company listed on Schedule B establishes one or more Portfolios in addition to those set forth on Schedule B with respect to which it desires to have DTI render services as transfer agent under the terms hereof, it shall so notify DTI in writing, and if DTI agrees to provide such services, such Portfolio shall become a Fund hereunder.

17.       Assignment; Subcontracting. 

(a)        Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void.  A merger in which DTI is not the surviving entity, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law ("Corporate Transaction") shall be considered a "transfer" under this Section.  Notwithstanding the foregoing:  DTI may assign or transfer this Agreement (A) to the extent a transaction described in Section 13(d) constitutes an assignment or transfer, subject to the provisions of Section 13(d), and (B) to any entity, or in connection with any Corporate Transaction, other than that provided for in clause (A) above, upon the consent of the Funds.  

(b)        DTI may subcontract to provide (i) any service hereunder or component thereof with any other wholly-owned Affiliate of BNYM Corporation, (ii) any technology service hereunder or component thereof with any person or entity, and (iii) any service hereunder or component thereof not a technology service upon the prior written consent of the Funds.  Any such subcontracting shall not relieve DTI of any of its liabilities hereunder.

18.       Facsimile Signatures; Counterparts.   This Agreement may be executed in one more counterparts; such execution of counterparts may occur by manual signature, facsimile signature, manual signature transmitted by means of facsimile transmission or manual signature contained in an imaged document attached to an email transmission; and each such counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument.  The exchange of executed copies of this Agreement or of executed signature pages to this Agreement by facsimile transmission or as an imaged document attached to an email transmission shall constitute effective execution and delivery hereof and may be used for all purposes in lieu of a manually executed copy of this Agreement.

19.       Miscellaneous.  

(a)        Entire Agreement.  This Agreement embodies the final, complete, exclusive and fully integrated record of the agreement of the parties on the subject matter herein and supersedes all prior agreements and understandings relating to such subject matter.

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(b)        No Changes that Materially Affect Obligations.  The Funds agree that if any action taken or to be taken by a Fund that would reasonably be expected to require the transfer agent of the Fund to perform new services or to increase the scope of existing services performed for the Fund, or that would increase obligations of a Fund that the Fund would expect DTI to fulfill by virtue of the existence of this Agreement, including without limitation modifying the registration statement of a Fund or other Shareholder Materials of a Fund or adopting or modifying any Fund policies, the Funds will promptly notify DTI.  For clarification:  The extent of DTI's obligations with respect to any such notifications are provided for exclusively in Sections 1(c) or 1(d) and Section 9(d).

(c)        Captions.  The captions in this Agreement are included for conve­nience of reference only and in no way define or delimit any of the provi­sions hereof or otherwise affect their construction or effect.

(d)        Several Obligations.  The obligations under this Agreement of each Fund shall only be binding upon the assets and property of such Fund and shall not be binding upon any assets or property of any member of the Fund's Board of Directors/Trustees, Fund officer or shareholder of the Fund individually.  Notwithstanding any other provision in this Agreement to the contrary, the relationship and agreements set forth in this Agreement with respect to each Investment Company that is a party hereto shall be several, separate and distinct from those of each other Investment Company that is a party hereto to the same effect as would be the case if a separate agreement in the form hereof was executed by each such Investment Company without execution thereof by any other Investment Company.  The obligations under this Agreement of each Fund that is a Portfolio of an Investment Company shall only be binding upon the assets or property of such Portfolio and shall not be binding upon the assets or property of any other Portfolio of such Investment Company.  DTI acknowledges that, for any Investment Company that is a party hereto organized as a Massachusetts business trust, such Investment Company's Agreement and Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts.

(e)        Governing Law.  This Agreement shall be deemed to be a contract made in New York and governed by New York law, without regard to its principles of conflicts of law that would apply the law of another jurisdiction.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The Uniform Computer Information Transaction Act drafted by the National Conference Of Commissioners On Uniform State Laws, or a version thereof, or any law based on or similar to such Act ("UCITA"), if and as adopted by the jurisdiction whose laws govern with respect to this Agreement in any form, shall not apply to this Agreement or the activities contemplated hereby.  To the extent UCITA is applicable notwithstanding the foregoing, the parties agree to opt out of the applicability of UCITA pursuant to the "opt out" provisions contained therein.

(f)        Partial Invalidity.  If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

(g)        Parties in Interest.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.  The provisions of this Agreement are intended to benefit only DTI and the Funds and their respective permitted agents, successors and assigns.  No rights shall be granted to any other person by virtue of this Agreement, and there are no third party beneficiaries hereof.

(h)        No Representations or Warranties.  Except as expressly provided in this Agreement, DTI hereby disclaims all representations and warranties made to each Fund or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement.  DTI disclaims any warranty of title or non-infringement except as expressly set forth in this Agreement.

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(i)         Customer Identification Program Notice.  To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003.  Certain of DTI's affiliates are financial institutions, and DTI may, as a matter of policy, request (or may have already requested) the name, address and taxpayer identification number or other government-issued identification number of a Fund, and others, and, if such other is a natural person, that person's date of birth.  DTI may also ask (and may have already asked) for additional identifying information, and DTI may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements.

(j)         Compliance with Law.  Each of DTI and the Funds agree to comply in all material respects with its respective Applicable Law.

(k)        Requests to Transfer Information to Third Parties.  In the event that a Fund, whether pursuant to Written Instructions or otherwise, requests or instructs DTI to send, deliver, mail, transmit or otherwise transfer to a Third Party (as defined below) or to make available to a Third Party for retrieval from within the BNYM System, information which constitutes Confidential Information of the Fund or non-public personal information of current or former investors in the Fund ("Protected Information"):  DTI may decline to provide the information requested on the terms contained in the request, due to the requirements of Regulation S-P of the SEC, due to technical specifications or other requirements of the requested transfer that cannot be supported or for another Bona Fide Reason, but will in good faith discuss the request and attempt to accommodate the Fund with respect to the request, and DTI will not be obligated to act on any such request unless it agrees in writing to the terms of the information transfer.  In the event DTI so agrees in writing to transfer information or make it available within the BNYM System:  The Fund shall pay a reasonable fee for such activities, if it has agreed to such fee in advance, upon being invoiced for same by DTI; DTI shall have no liability or duty with respect to such information after it releases the information or makes it available within the BNYM System, provided DTI does not commit Breach Conduct when executing the express instructions of the written information transfer request; and DTI shall be entitled to the indemnification provided for at Section 12 in connection with the activities contemplated by any such written information transfer request.  "Third Party" means a person which is not (i) a contractor or subcontractor of DTI, (ii) the DTCC, NSCC or other SEC-registered clearing corporation, (iii) the person about whom the Protected Information relates, and (iv) a person who in the ordinary course of the Fund's business receives Protected Information, is subject to the jurisdiction of the SEC or Board of Governors of the Federal Reserve System and is required by federal law to maintain the confidentiality and privacy of the Protected Information being transmitted to or retrieved by it.

(l)         Service Indemnifications; Survival.  Any indemnification provided to DTI by the Funds in connection with any service provided under this Agreement, including by way of illustration and not limitation, indemnifications provided in connection with Non-Standard Instructions and indemnifications contained in any agreements regarding Exception Procedures ("Service Indemnifications"), shall survive any termination of this Agreement.  In addition, Sections 2(b), 4, 5, 7, 9(f), 11, and 12 and provisions necessary to the interpretation of such Sections and any Service Indemnifications and the enforcement of rights conferred by any of the foregoing shall survive any termination of this Agreement.  In the event the Board of Directors/Trustees of a Fund authorizes a liquidation of the Fund or termination of this Agreement, DTI may require as a condition of any services provided in connection with such liquidation or termination that the Fund make provisions reasonably satisfactory to DTI for the satisfaction of contingent liabilities outstanding at the time of the liquidation or termination.

(m)       Further Actions.  Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

Page 58

IN WITNESS WHEREOF, the parties hereto have caused this Transfer Agency Agreement to be executed as of the day and year first above written.

DREYFUS TRANSFER, INC.	THE INVESTMENT COMPANIES LISTED ON SCHEDULE A OTHER THAN BNY MELLON FUNDS TRUST
By: /s/  Patrick Synan	By: /s/  Bradley J. Skapyak
Name: Patrick Synan	Name: Bradley J. Skapyak
Title: President	Title: President
	BNY MELLON FUNDS TRUST
	By: /s/  David K. Mossman
	Name: David K. Mossman
	Title: President

Page 59

SCHEDULE A

Definitions

As used in this Agreement:         

"1933 Act" means the Securities Act of 1933, as amended.

"1934 Act" means the Securities Exchange Act of 1934, as amended.

"1940 Act" means Investment CompanyAct of 1940, as amended.

"ACH" means Automated Clearing House.

"Affiliate" means an entity controlled by, controlling or under common control with the subject entity, (with "control" for this purpose defined to mean direct or beneficial ownership of 50% or more of the equity interests of an entity and possession of the power to elect 50% or more of the entity's directors, trustees or similar persons performing policy-making functions).

"Applicable Law" means (i) when used with respect to a particular entity, the laws, rules and regulations applicable to the business of that entity, and (ii) when used in the context of a Service to be performed by DTI hereunder, the laws, rules and regulations applicable to the Funds with respect to the particular Service subject, with respect to changes to such laws, rules and regulations after the Effective Date or new laws, rules or regulations after the Effective Date, to the operation of Section 1(c).

"Attorneys Fees" means all attorneys' fees, court costs, travel costs and other reasonable out-of-pocket costs and expenses related to the investigation, discovery, litigation, settlement, mediation or alternative dispute resolution of a third party claim.

"Authorized Person" means any officer of a Fund and any other person duly authorized by the Fund in a manner reasonably satisfactory to DTI to give Instructions on behalf of the Fund.  Any limitation on the authority of an Authorized Person to give Instructions must be expressly set forth in a written document signed by both parties.

"BNY Mellon Bank" means The Bank of New York Mellon, a New York chartered commercial bank and its lawful successors and assigns.

"BNYM Corporation" means The Bank of New York Mellon Corporation and its lawful successors and assigns

"Claim" means any claim, demand, suit, action, obligation, liability, suit, controversy, breach, proceeding or allegation of any nature, including any threat of any of the foregoing and regardless of the form of action or legal theory or forum.

"Code" means the Internal Revenue Code of 1986, as amended.

"conduct" or "course of conduct" means a single act, two or more acts, a single instance of an action not being taken or of forbearance given, two or more instances of an action not being taken or of forbearance given, or any combination of the foregoing.

"E-deliver" or "E-delivery" means the transmission by electronic mail (1) of information or a document in the body of, or as an attachment to, an electronic mail message or (2) of a notice to the recipient that information or a document is available by accessing a specified Web site, and providing an electronic link to such Web site in the body of the electronic mail message, in each case, subject to Section 1(c), in compliance with publicly-available positions and interpretations of the SEC and/or its staff.

Page 60

"Effective Date" means May 29, 2012 or, with respect to an Investment Company or Portfolio that is not a Fund hereunder as of May 29, 2012, the date following the completion of all implementation services.

"FinCEN" means the Financial Crimes Enforcement Network of the U.S. Department of the Treasury.

"FINRA" means the Financial Industry Regulatory Authority, Inc.

"Fund Error" means a Fund or a third party acting on behalf of the Fund or conveying Fund data or information committing an error, furnishing inaccurate, incorrect or incomplete data or information to DTI or by other act or omission requiring Remediation Services. 

"Fund Shares" (see "Shares").

"Funds' AML Compliance Officer" means the person who has been appointed the AML Compliance Officer of the Funds.

"Instructions" means Oral Instructions and Written Instructions considered collectively or individually.

"Investment Company" means an entity registered with the SEC under the 1940 Act as an open-end investment company.

"Loss" and "Losses" means any one, or any series of related, losses, costs, damages, expenses, awards, judgments, assessments, fines, penalties, payments, reimbursements, adverse consequences, liabilities or obligations of any nature, including without limitation any of the foregoing arising out of any Claim and all costs of litigation or threatened litigation such as but not limited to court costs, costs of counsel, discovery, experts, settlement and investigation.

"NAV" means a Fund's net asset value.

"Oral Instruction" means an instruction received by DTI from an Authorized Person (or a person reasonably believed by DTI to be an Authorized Person) that is not a Written Instruction.

"Portfolio" means each separate subdivision of the Investment Company, whether characterized or structured as a portfolio, series or otherwise.

"Prospectus" shall mean a Fund's prospectus and statement of additional information incorporated by reference therein, in each case as revised or supplemented through the date of reference.

"Red Flags Requirements" shall mean Section 114 of the Fair and Accurate Credit Transaction Act of 2003 and regulations promulgated thereunder by the Federal Trade Commission.

"Remediation Services" means the additional services required to be provided hereunder by DTI in connection with a Fund Error in order to correct, remediate, adjust, reprocess, repeat, reverse or otherwise modify conduct previously taken in accordance with this Agreement to achieve the outcome originally intended by the previous conduct.

"SEC" means the U.S. Securities and Exchange Commission.

"Securities Laws" means the 1933 Act, the 1934 Act and the 1940 Act.

Page 61

"Shareholder Materials" means a Fund's Prospectus and any other materials relating to a Fund provided to Fund shareholders by the Fund.

"Shares" or "Fund Shares" means the common stock or other units of beneficial interest of each Fund.

"Summary Prospectus" means a prospectus that meets the requirements of Rule 498 under the 1933 Act.

"Written Instruction" means:

(1)        a written instruction:

(i)         which is signed by an Authorized Person (or a person reasonably believed by DTI to be an Authorized Person), and if the written instruction applies to a specific Fund, a written instruction signed by an Authorized Person of the relevant Fund (or a person reasonably believed by DTI to be such an Authorized Person),

(ii)        in the case of a Form, which is acknowledged in writing by DTI on the Form where such acknowledgement is reasonably required by DTI for control purposes,

(iii)       which is addressed to and received by DTI, and 

(iv)       which is delivered by:

(A)       hand (personally delivery by the Authorized Person),

(B)       private messenger, U.S. Postal Service or overnight national courier which provides confirmation of receipt with respect to the particular delivery,

(C)       facsimile sending device which provides automatic confirmation of the standard details of receipt, or

(D)       an email which contains a scanned copy with the .pdf extension (or similar extension indicating a fixed image) to an employee of DTI specifically designated in writing by DTI as authorized to receive emails from the Funds with attachments that will constitute Written Instructions;

(2)        trade instructions transmitted to and received by DTI by means of an electronic transaction reporting system which requires use of a password or other authorized identifier in order to gain access;

(3)        where DTI has agreed to engage in conduct in accordance with spoken instructions received from an Authorized Person during the daily operations conference call, an email containing such instructions in the body of the email sent by the Authorized Person to an employee designated by DTI during the conference call to receive the email; or

(4)        where a DTI employee has by email authorized an Authorized Person to send DTI instructions relating to a specific matter by email, the email sent to the authorizing DTI employee containing instructions with respect to the specific matter cited in the authorizing email.

Page 62

INDEX OF DEFINED TERMS

Term	Location
19(a) Statement	§ 3(a)(3)
1933 Act	Schedule A
1934 Act	Schedule A
1940 Act	Schedule A
314(a) Procedures	§ 3(b)(4)
Account	§ 3(c)(1)(i)(G)
Account Credit	§ 3(e)(5)(A)
Account Fees	§ 3(e)(5)(B)
ACH	Schedule A
Affiliate	Schedule A
Affiliated Third Party Institution	§ 3(e)(1)
Agreement	Preamble
Agreement Records	§ 6(a)
AML	§ 3(b)(l)(A)(ii)
AML Services	§ 3(b)
Applicable Law	Schedule A
Appropriate List Matching Data	§ 3(b)(5)(D)
Attorneys Fees	Schedule A
Audit	§ 6(b)
Audit File	§ 3(a)(10)(iv)
Authorized Person	Schedule A
Back-Up Facilities	§ 8(a)
Bank Charges	§ 3(e)(5)(E)
BCP Test Group	§ 8(c)
Beneficiary	§ 3(a)(9)(A)(i)
Blue Sky Information	§ 3(a)(22)(i)
BNY Mellon Bank	Schedule A
BNYM	Background
BNYM Corporation	Schedule A
BNYM Equipment	Sub-Agreement
BNYM System	Sub-Agreement
Bona Fide Reason	§ 10(c)
Books And Records Laws	§ 2(a)
Breach Conduct	§ 11(a)
Breach Notice	§ 13(b)
Breach Termination Notice	§ 13(b)
Business Continuity Plan	§ 8(b)
Business Day	§ 1(b)
Carryover Account Credit	§ 3(e)(5)(B)
Carryover Months	§ 3(e)(5)(B)
CIP Regulations	§ 3(b)(3)(A)
Claim	Schedule A
Code	Schedule A
COLD	Sub-Agreement
Commercially Infeasible	§ 1(d)(2)
commercially reasonable	§ 6(a)
Comparison Results	§ 3(b)(4)
Compliance Failures	§ 3(a)(8)(ii)
conduct	Schedule A
Confidential Information	§ 4(b)
Continuation Services	§ 13(g)(iii)
Contract Year	§ 3(d)(2)(A)(i)
control affiliates	§ 3(b)(6)(D)
Controls	§ 3(c)(1)(i)
Conversion Actions	§ 13(g)(i)
Conversion Expenses	§ 13(g)(i)
Corporate Transaction	§ 17(a)
course of conduct	Schedule A
Covered Account	§ 3(c)(1)(i)(F)
Covered Person	§ 3(c)(1)(i)(D)
CPI	§ 9(c)
Credited Hours	§ 3(j)
Customer	§ 3(b)(3)(A)(i)
Custody Account	§ 3(e)(2)(A)
Day 2 Services	§ 3(j)
Data Elements	§ 3(b)(3)(A)(i)
DDAs	§ 3(a)(17)(v)
Dealer	§ 2(a)
Defaulting Party	§ 13(c)
Designated Service Accounts	§ 3(e)(5)(E)
Determination Date	§ 3(d)(2)(A)(vii)
Determination Date Amount	§ 3(d)(2)(A)(vi)
Direct Account	§ 3(c)(1)(i)(E)
Director	§ 3(b)(5)(A)(iii)
Disaster	§ 8(a)
Documentation	Sub-Agreement
Down-To-Date Calculations	§ 3(a)(9)(F)(v)
Downward Increment	§ 3(d)(2)(A)(v)(bb)
DRAS	Sub-Agreement
Dreyfus Data	Sub-Agreement
Dreyfus System	Sub-Agreement
DTI	Preamble
DTI Account Documentation	§ 3(a)(9)(A)(ii)
DTI Audits	§ 6(a)
DTI Indemnified Party	§ 12(a)
DTI Procedures	§ 14(b)
E-delivery	Schedule A
Effective Date	Schedule A
Eligible Assets	§ 3(a)(9)(A)(iii)
Eligible Property	§ 3(a)(8)(i)(B)
Email Instructions	§ 10(h)
Event Beyond Reasonable Control	§ 11(b)
Exception Research	§ 14(c)(i)
Exception Procedures	§ 14(c)
Excess Account Credit	§ 3(e)(5)(B)
Excluded Shareholders	§ 3(a)(5)(v)
Excluded Tax Forms	§ 3(a)(5)(v)
External Research	§ 10(d)(i)
FATCA	§ 3(a)(16)(vi)
Fee Agreement	§ 9(a)
Fee Credits	§ 3(i)(1)
Fees	§ 9(a)
First Year	§ 3(d)(2)(A)(i)
First Year Ending Date	§ 3(d)(2)(A)(i)
FFI Regulations	§ 3(b)(2)(A)
FinCEN	Schedule A
FINRA	Schedule A
Foreign Financial Institution	§ 3(b)(2)(A)(i)
Form	§ 10(b)
FSR	Sub-Agreement
Fund	Preamble
Fund AML Laws	§ 3(b)(11)
Fund Communication	§ 10(g)
Fund Custodian	§ 3(a)(2)(iii)
Fund Data	§ 3(b)(5)(A)
Fund Error	Schedule A
Fund FSR Information	§ 3(d)(1)
Fund Indemnified Party	§ 12(b)
Fund Registry	§ 3(c)(1)(i)(C)
Fund Shares	Schedule A
Funds' AML Compliance Officer	Schedule A
GAMA Software	§ 3(d)(1)
GAMA System	§ 3(d)(1)
Identification Data	§ 3(a)(8)(iii)
Identity Theft	§ 3(c)(1)(i)(B)
in good order	§ 3(a)(9)(A)(v)
Indemnified Party	§ 12(c)
Indemnifying Party	§ 12(c)
Industry Standard	§ 14(a)
Information Requests	§ 3(b)(4)
Information Security Program	§ 5(c)(1)
Initial Allocation	§ 3(d)(2)(A)(ii)
Instructions	Schedule A
Internal Research	§ 10(d)(i)
Investment Company	Schedule A
IRS	§ 3(a)(3)
ISP Tests	§ 5(c)(2)
Legal Process Items	§ 3(a)(18)(ii)
Licensed Services	Sub-Agreement
Licensed Systems	Sub-Agreement
Lion Software	§ 3(d)(1)
Lion System	§ 3(d)(1)
Lion Web Application	§ 3(d)(1)
Loss, Losses	Schedule A
Lost Shareholder Rule	§ 3(a)(7)
Massachusetts Privacy Regulation	§ 5(b)
Material Service Level Termination Event	§ 13(b)
Middle Year Commencement Date	§ 3(d)(2)(A)(i)
Middle Years	§ 3(d)(2)(A)(i)
NAV	Schedule A
NCCT List	§ 3(b)(5)(A)(ii)
Networking	§ 3(a)(15)(i)
New Fund Industry Service	§ 1(c)(1)
New Fund Service	§ 1(c)(2)
New General Industry Service	§ 1(c)(1)
New Industry Requirement	§ 1(c)(1)
New Industry Service	§ 1(c)(1)
New Legal Requirement	§ 1(c)(1)
New Operations Requirement	§ 1(c)(1)
New Service	§ 9(d)
NFFE	§ 3(a)(16)(vi)(D)
Non-Defaulting Party	§ 13(b)
Non-Standard Instruction	§ 10(c)
NSCC	§ 3(a)(15)
NSCC Participants	§ 3(a)(15)(ii)
NYSE	§ 1(b)
OFAC	§ 3(b)(5)(A)(i)
OFAC Lists	§ 3(b)(5)(A)(i)
Oral Instruction	Schedule A
Owner	§ 3(a)(9)(A)(vi)
Package	§ 3(a)(10)(iii)
Periodic Statements	§ 3(a)(5)(ii)
Personal Data	§ 5(a)
Personal Information	§ 5(a)
PMLC Determination	§ 3(b)(5)(A)(iii)
Portfolio	Schedule A
Possible Identity Theft	§ 3(c)(1)(iii)
PRAT	Sub-Agreement
Primary Facilities	§ 8(a)
Print Items	§ 3(a)(10)(ii)(B)
Proposed Service Provider	§ 1(g)
Proposed TFA Documentation Change	§ 3(a)(9)(C)
Prospectus	Schedule A
Protected Information	§ 19(k)
Quality Error	§ 3(a)(10)(iii)
Red Flag	§ 3(c)(1)(i)(A)
Red Flags Requirements	Schedule A
Red Flags Services	§ 3(c)(1)
Registered Owner	§ 3(c)(1)(i)(C)
Reimbursable Expenses	§ 9(a)
Regulators	§ 6(b)
Remediation Services	Schedule A
Requirements Change	§ 9(d)(v)
Requested Service	§ 1(d)(1)
Research	§ 10(d)(i)
Response Failure	§ 10(i)
RMDs	§ 3(a)(9)(E)(vii)
Rule 38a-1	§ 3(k)
SAR	§ 3(b)(4)
SAR Confidential Information	§ 3(b)(6)(D)
SEC	Schedule A
Securities Data	§ 11(e)
Securities Laws	Schedule A
Security Breach	§ 5(d)
Services	§ 1(a)
Service Account Bank	§ 3(e)(3)
Service Accounts	§ 3(e)(1)
Service Indemnifications	§ 19(l)
Service Level Agreement	§ 3(i)(1)
Service Level Termination Event	§ 13(c)
Service Levels	§ 3(i)(1)
Shareholder Materials	Schedule A
Shares	Schedule A
Specific Instructions	§ 3(a)(9)(E)(ii)(aa)
Standing Instructions	§ 3(a)(9)(E)(ii)(bb)
Standard Instructions	§ 10(b)
Standard Procedures	§ 14(a)
Sub-Agreement	Background
Summary Prospectus	Schedule A
Supersheet	§ 3(a)(17)(i)
Tax Favored Accounts	§ 3(a)(9)(A)(iv)
Tax Forms	§ 3(a)(5)(v)
Technology Hours	§ 3(d)(2)(A)(iv)
Technology Personnel	§ 3(d)(2)(A)(ii)
Technology Personnel Number	§ 3(d)(2)(A)(v)
Technology Services	§ 3(d)(2)(A)(iii)
Termination Year	§ 3(d)(2)(A)(i)
TFA Authorized Person	§ 3(a)(9)(A)(vii)
TFA Custodian	§ 3(a)(9)(B)
Third Party	§ 19(k)
Third Party Auditor	§ 6(a)
Third Party Institution	§ 3(e)(1)
UCITA	§ 19(e)
Unclaimed Property Laws	§ 3(a)(8)(i)
Unclaimed Property Services	§ 3(a)(8)(i)
United States	§ 3(a)(8)(i)(A)
Unnecessary Personal Data	§ 5(a)
Updates	Sub-Agreement
Upward Increment	§ 3(d)(2)(A)(v)(aa)
U.S. Government Lists	§ 3(b)(5)(A)
Written Instruction	Schedule A
Written Procedures	§ 14(d)

Page 63

SCHEDULE B

Funds

Name of Investment Company

and each Series of the Investment Company (if any)                           Advantage Funds, Inc.                                                                                                                      

                     Dreyfus Global Absolute Return Fund                                                                

                     Dreyfus Global Dynamic Bond Fund                                                                  

                     Dreyfus Global Real Return Fund                                                                        

                     Dreyfus International Value Fund                                                                       

                     Dreyfus Opportunistic Midcap Value Fund                             
                     Dreyfus Opportunistic Small Cap Fund                                                              
                     Dreyfus Opportunistic U.S. Stock Fund                                                               

                     Dreyfus Strategic Value Fund                                                                               

                     Dreyfus Structured Midcap Fund                                                                         

                     Dreyfus Technology Growth Fund                                                                       

                     Dreyfus Total Emerging Markets Fund                                                               

                     Dreyfus Total Return Advantage Fund                                                               

                     Global Alpha Fund                                                                                                  

             BNY Mellon Funds Trust                                                                                                     

                     BNY Mellon Asset Allocation Fund                                          
                       BNY Mellon Bond Fund                                                                                        

                     BNY Mellon Corporate Bond Fund                                          

                     BNY Mellon Emerging Markets Fund                                                                 

                     BNY Mellon Focused Equity Opportunities Fund                  

                     BNY Mellon Income Stock Fund                                                                         

                     BNY Mellon Intermediate Bond Fund                                                                

                     BNY Mellon Intermediate U.S. Government Fund                

                     BNY Mellon International Appreciation Fund                                                  

                     BNY Mellon International Equity Income Fund                                               

                     BNY Mellon International Fund                                                                           

                     BNY Mellon Large Cap Market Opportunities Fund             

                     BNY Mellon Large Cap Stock Fund                                         

                     BNY Mellon Massachusetts Intermediate Municipal Bond Fund                 

                     BNY Mellon Money Market Fund                                                                       

                     BNY Mellon Mid Cap Stock Fund                                                                       

                     BNY Mellon Municipal Opportunities Fund                            

                     BNY Mellon National Intermediate Municipal Bond Fund 

                     BNY Mellon National Municipal Money Market Fund                                   

                     BNY Mellon National Short-Term Municipal Bond Fund    

                     BNY Mellon New York Intermediate Tax-Exempt Bond Fund                     

                     BNY Mellon Pennsylvania Intermediate Municipal Bond Fund                   

                     BNY Mellon Short-Term U.S. Government Securities Fund 

                     BNY Mellon Small Cap Stock Fund                                         

                     BNY Mellon Small/Mid Cap Fund                                                                       

                     BNY Mellon Tax-Sensitive Large Cap Multi Strategy Fund

                      BNY Mellon U.S. Core Equity 130/30 Fund                           

                        CitizensSelect Funds                                                                                                             

                      CitizensSelect Prime Money Market Fund                              

                      CitizensSelect Treasury Money Market Fund                                                   

        Dreyfus Appreciation Fund, Inc.                                                                                        

        Dreyfus BASIC Money Market Fund, Inc.                                           

        Dreyfus BASIC U.S. Mortgage Securities Fund                                                              

        Dreyfus Bond Funds, Inc.                                                                                                   
                     Dreyfus Municipal Bond Fund                                                                             
        Dreyfus Cash Management                                                                                                

Page 64

        The Dreyfus Fund Incorporated                                                                                        

                        Dreyfus Funds, Inc.                                                                                                    

                      Dreyfus Mid-Cap Growth Fund                                                                           

        Dreyfus Government Cash Management Funds                                                            

                     Dreyfus Government Cash Management                                                           

                     Dreyfus Government Prime Cash Management                                               

        Dreyfus Growth and Income Fund, Inc.                                                                           

        Dreyfus Index Funds, Inc.                                                                                                   

                     Dreyfus International Stock Index Fund                                                            

                     Dreyfus S&P 500 Index Fund                                                                               

                     Dreyfus Smallcap Stock Index Fund                                        
                        Dreyfus Institutional Cash Advantage Funds                                                                 

                     Dreyfus Institutional Cash Advantage Fund                           

        Dreyfus Institutional Preferred Money Market Funds                                                   

                     Dreyfus Institutional Preferred Money Market Fund                                       

                     Dreyfus Institutional Preferred Plus Money Market Fund    

              Dreyfus Institutional Reserves Funds                                                                               

                        Dreyfus Institutional Reserves Treasury Prime Fund                                       

                      Dreyfus Institutional Reserves Treasury Fund                                                  

                      Dreyfus Institutional Reserves Money Fund                          

        Dreyfus Intermediate Municipal Bond Fund, Inc.                               

                        Dreyfus International Funds, Inc.                                                                                      

                     Dreyfus Brazil Equity Fund                                                                                   

                     Dreyfus Emerging Markets Fund                                                                          

                        Dreyfus Investment Grade Funds, Inc.                                                                             

                     Dreyfus Inflation Adjusted Securities Fund                             

                     Dreyfus Intermediate Term Income Fund                               

                     Dreyfus Short Term Income Fund                                                                       

                        Dreyfus Investment Funds                                                                                                  

                      Dreyfus/The Boston Company Large Cap Core Fund                                    

                      Dreyfus/The Boston Company Small Cap Value Fund                                  

                      Dreyfus/The Boston Company Small Cap Growth Fund    

                      Dreyfus/The Boston Company Small/Mid Cap Growth Fund                      

                      Dreyfus/The Boston Company Small Cap Tax-Sensitive Equity Fund       

                      Dreyfus/The Boston Company Emerging Markets Core Equity Fund         

                      Dreyfus/Standish Fixed Income Fund                                                                

                      Dreyfus/Standish Global Fixed Income Fund                                                   

                      Dreyfus/Standish International Fixed Income Fund                                       

                      Dreyfus/Standish Intermediate Tax Exempt Bond Fund                               

                      Dreyfus/Newton International Equity Fund                           

                        Dreyfus Investment Portfolios                                                                                           

                     Core Value Portfolio                                                                                               

                     MidCap Stock Portfolio                                                                                         

                      Small Cap Stock Index Portfolio                                                                         

                     Technology Growth Portfolio                                                     

                        The Dreyfus/Laurel Funds, Inc.                                                                                         

                     Dreyfus AMT-Free Municipal Reserves                                                              

                     Dreyfus BASIC S&P 500 Stock Index Fund                           

                     Dreyfus Bond Market Index Fund                                                                       

                     Dreyfus Core Equity Fund                                                                                     

                     Dreyfus Disciplined Stock Fund                                                                            

                     Dreyfus Money Market Reserves                                                                         

                     Dreyfus Small Cap Fund                                                                                        
                                     Dreyfus Opportunistic Fixed Income Fund                              
                                     Dreyfus Tax Managed Growth Fund                                        

                     Dreyfus U.S. Treasury Reserves                                                                            

                        The Dreyfus/Laurel Funds Trust                                                                                        

                     Dreyfus Emerging Markets Debt Local Currency Fund                                   

Page 65

                     Dreyfus Equity Income Fund                                                     

                     Dreyfus Global Equity Income Fund                                        

                       Dreyfus High Yield Fund                                                                                        

                       Dreyfus International Bond Fund                                                                        

          The Dreyfus/Laurel Tax-Free Municipal Funds                                                              

                       Dreyfus BASIC California Municipal Money Market Fund

                       Dreyfus BASIC Massachusetts Municipal Money Market Fund                  

                       Dreyfus BASIC New York Municipal Money Market Fund

          Dreyfus LifeTime Portfolios, Inc.                                                                                      

                       Growth & Income Portfolio                                                                                   

          Dreyfus Liquid Assets, Inc.                                                                                                 

                        Dreyfus Manager Funds I                                                                         

                       Dreyfus MidCap Core Fund                                                       
          Dreyfus Manager Funds II                                                                                                  

                       Dreyfus Balanced Opportunity Fund                                        

          Dreyfus Massachusetts Municipal Money Market Fund

          Dreyfus Midcap Index Fund, Inc.

          Dreyfus Money Market Instruments, Inc.                                                                       

                       Government Securities Series                                                                                

                       Money Market Series                                                                                              

          Dreyfus Municipal Bond Opportunity Fund                                         

          Dreyfus Municipal Cash Management Plus                                         

Dreyfus Municipal Funds, Inc.

             Dreyfus AMT-Free Municipal Bond Fund                                                                                    

                       Dreyfus BASIC Municipal Money Market Fund                   

                       Dreyfus BASIC New Jersey Municipal Money Market Fund

                       Dreyfus High Yield Municipal Bond Fund                               

          Dreyfus Municipal Money Market Fund, Inc.                                      

          Dreyfus New Jersey Municipal Bond Fund, Inc.                                  

          Dreyfus New Jersey Municipal Money Market Fund, Inc.   

          Dreyfus New York AMT-Free Municipal Money Market Fund        

          Dreyfus New York AMT-Free Municipal Bond Fund                         

          Dreyfus New York Municipal Cash Management                               

          Dreyfus New York Tax Exempt Bond Fund, Inc.                                

          Dreyfus Opportunity Funds                                                                      

                       Dreyfus Natural Resources Fund

          Dreyfus Pennsylvania Municipal Money Market Fund                     

          Dreyfus Premier California AMT-Free Municipal Bond Fund, Inc.
                       Dreyfus California AMT-Free Municipal Bond Fund            
          Dreyfus Premier GNMA Fund, Inc.                                           

                       Dreyfus GNMA Fund                                                      

          Dreyfus Premier Investment Funds, Inc.                                               

                       Dreyfus Diversified International Fund                                    

                       Dreyfus Diversified Large Cap Fund (to be liquidated 4/26/2012)

                       Dreyfus Emerging Asia Fund                                         

                       Dreyfus Global Real Estate Securities Fund               

                       Dreyfus Greater China Fund                                         

                       Dreyfus India Fund                                                                      

                       Dreyfus Large Cap Growth Fund                                               

                       Dreyfus Large Cap Equity Fund                                                

                       Dreyfus Satellite Alpha Fund                                        

          Dreyfus Premier Short-Intermediate Municipal Bond Fund 
                       Dreyfus Short-Intermediate Municipal Bond Fund  

          Dreyfus Premier Worldwide Growth Fund, Inc.                                    
                     Dreyfus Worldwide Growth Fund                                              

          Dreyfus Research Growth Fund, Inc.                                        

          Dreyfus Short-Intermediate Government Fund                                   

          The Dreyfus Socially Responsible Growth Fund, Inc.                         

Page 66

          Dreyfus State Municipal Bond Funds                                                    

                       Dreyfus Connecticut Fund                                                          

                       Dreyfus Maryland Fund                                                              

                       Dreyfus Massachusetts Fund                                        

                       Dreyfus Minnesota Fund                                                             

                       Dreyfus Ohio Fund                                                                        

                       Dreyfus Pennsylvania Fund

          Dreyfus Stock Funds

                       Dreyfus International Equity Fund

                       Dreyfus Small Cap Equity Fund                                                

          Dreyfus Stock Index Fund, Inc.                                                              

          Dreyfus Tax Exempt Cash Management Funds                                 

                       Dreyfus California AMT-Free Municipal Cash Management                        

                       Dreyfus New York AMT-Free Municipal Cash Management                        

                       Dreyfus Tax Exempt Cash Management

          The Dreyfus Third Century Fund, Inc.                                                   

          Dreyfus Treasury & Agency Cash Management                                                            

          Dreyfus Treasury Prime Cash Management                                         

          Dreyfus 100% U.S. Treasury Money Market Fund                             

          Dreyfus U.S. Treasury Intermediate Term Fund                                                             

          Dreyfus U.S. Treasury Long Term Fund                                                                           

          Dreyfus Variable Investment Fund                                                                                   

                       Appreciation Portfolio                                                                                            

                       Opportunistic Small Cap Fund                                                                              
                       Growth and Income Portfolio                                                                               

                       International Equity Portfolio                                                                               

                       International Value Portfolio                                                      

                       Money Market Portfolio                                                                                        

                       Quality Bond Portfolio                                                                                           

          Dreyfus Worldwide Dollar Money Market Fund, Inc.                                                   

          General California Municipal Money Market Fund                            
                        General Government Securities Money Market Funds, Inc.              

                       General Government Securities Money Market Fund                                      

                       General Treasury Prime Money Market Fund                                                   

          General Money Market Fund, Inc.                                                                                    

          General Municipal Money Market Funds, Inc.                                                               

                       General Municipal Money Market Fund                                                           

          General New York Municipal Money Market Fund                            

          Strategic Funds, Inc.                                                                                                             

                       Dreyfus Active MidCap Fund                                                                               

                       Dreyfus Conservative Allocation Fund                                                               

                       Dreyfus Growth Allocation Fund                                                                          

                       Dreyfus Moderate Allocation Fund                                           

                       Dreyfus Select Managers Small Cap Growth Fund

                       Dreyfus Select Managers Small Cap Value Fund     

                       Dreyfus U.S. Equity Fund                                              

                       Global Stock Fund                                                           

                       International Stock Fund                                               

Page 67

SCHEDULE C

DTI Procedures

Name of Procedure (* indicates a procedure that includes Dreyfus-specific requirements)	Type
ANTI-MONEY LAUNDERING PROCEDURES
Summary of Anti-Money Laundering Program Services	Rule 38a-1 Compliance Procedure
Customer Identification Program Procedures ("CIP") (USA PATRIOT ACT Section 326)	Rule 38a-1 Compliance Procedure
Customer Identification Program ("CIP") List Matching Procedures	Standard Operational Procedure
Customer Identification Program ("CIP") Workflow for Second Level Exceptions	Standard Operational Procedure
Procedures for Customer Identification Program ("CIP") Rejects	Standard Operational Procedure
Anti-Money Laundering Program Referrals Procedures	Rule 38a-1 Compliance Procedure
Anti-Money Laundering Program Surveillance Procedures (USA PATRIOT ACT Section 352)	Rule 38a-1 Compliance Procedure
Anti-Money Laundering Program Travel Rule Procedures (Bank Secrecy Act/FinCen)	Rule 38a-1 Compliance Procedure
Escalation of Suspicious Activity Report ("SAR") Cases to Corporate Procedures	Standard Operational Procedure
Primary Money Laundering Concern Special Measures Procedures (USA PATRIOT ACT Section 311)	Rule 38a-1 Compliance Procedure
Foreign Correspondent Account Due Diligence Operational Desktop Procedures under Section 312 and 312 (b) of USA PATRIOT ACT *	Dreyfus Procedure
Foreign Correspondent Fifth Special Measure Operational Desktop Procedures under Section 311 of USA PATRIOT ACT *	Dreyfus Procedure
Foreign Financial Institutions/Foreign Correspondence Procedures (USA PATRIOT ACT Section 312)	Rule 38a-1 Compliance Procedure
Financial Crimes Enforcement Network ("FinCEN") Information Request Procedures (USA PATRIOT ACT Section 314(a))	Rule 38a-1 Compliance Procedure
Financial Crimes Enforcement Network ("FinCen") 314(a) Procedures *	Dreyfus Procedure
Office of Foreign Assets Control ("OFAC") Choicepoint/Bridger Insight Static Scanning Procedures *	Dreyfus Procedure
Office of Foreign Assets Control ("OFAC")/Government Matching Lists Procedures (USA PATRIOT ACT Section 311, 326, 352)	Rule 38a-1 Compliance Procedure
Politically Exposed Persons ("PEP")/ Do Not Do Business With ("DNDBW") and Negative News Account Review Procedures *	Dreyfus Procedure
Tier 1 Country Screening Procedures *	Dreyfus Procedure
IDENTITY THEFT RED FLAG PROCEDURES
Identity Theft Red Flag Program- Service Summary	Rule 38a-1 Compliance Procedure
Identity Theft Red Flag Program- Alerts, Notifications or Warnings from Consumer Reporting Agencies or Service Providers	Rule 38a-1 Compliance Procedure
Identity Theft Red Flag Program- Suspicious Documents	Rule 38a-1 Compliance Procedure
Identity Theft Red Flag Program- Suspicious Personal Identifying Information	Rule 38a-1 Compliance Procedure
Identity Theft Red Flag Program- Unusual Use or Suspicious Activity related to a Covered Account	Rule 38a-1 Compliance Procedure
Identity Theft Red Flag Program- Notice from Customers	Rule 38a-1 Compliance Procedure
Identity Theft Red Flag Program- Notice from Customers, Victims, Law Enforcement or Other Persons in Connection with Covered Accounts	Rule 38a-1 Compliance Procedure
Identity Theft Red Flag Program- Red Flag List	Rule 38a-1 Compliance Procedure
Identity Theft Red Flag Program- Incident Reporting	Rule 38a-1 Compliance Procedure
Identity Theft Red Flag Program- Red Flag Controls	Rule 38a-1 Compliance Procedure
TRANSACTION PROCESSING PROCEDURES
New Account Set-Up Procedures *	Dreyfus Procedure
New Account Set-Up Standard Operating Procedures	Standard Operational Procedure
Acceptance of Signature Guarantees (Exchange Act Rule 17Ad-15)	Rule 38a-1 Compliance Procedure
Processing Electronic Fund Transfer ("EFT") Standard Operating Procedures	Standard Operational Procedure
Purchase Trade Processing Procedures *	Dreyfus Procedure
Processing Redemptions Standard Operating Procedures	Standard Operational Procedure
Redemption Processing Procedures *	Dreyfus Procedure
Exchange Processing Procedures *	Dreyfus Procedure
Processing Exchanges Standard Operating Procedures	Standard Operational Procedure
Account Transfers/Changes of Registration Processing Procedures *	Dreyfus Procedure
Processing Transfers Standard Operating Procedures	Standard Operational Procedure
Account Maintenance Standard Operating Procedures	Standard Operational Procedure
Adjustment Processing Procedures *	Dreyfus Procedure
Processing and Settlement of NSCC Transactions Procedures *	Dreyfus Procedure
Listbill Manual Check Processing Standard Operating Procedures	Standard Operational Procedure
Listbill/Payroll Processing Procedures *	Dreyfus Procedure
NAV Error Shareholder Processing Procedures *	Dreyfus Procedure
Redemptions Fees Processing Procedures *	Dreyfus Procedure
Sales Charge Processing Procedures *	Dreyfus Procedure
Tax Withholding Procedures *	Dreyfus Procedure
CONTROL PROCEDURES
Fund Settlement, Reconciliation and Estimate Procedures *	Dreyfus Procedure
DDA Reconciliation Procedure	Standard Operational Procedure
Corporate Action Procedures *	Dreyfus Procedure
Wire/ACH Processing Procedures *	Dreyfus Procedure
Commissions/12b-1 Procedures *	Dreyfus Procedure
CERTIFICATE PROCESSING PROCEDURES
Processing Requirements for Cancelled Security Certificates (Exchange Act Rule 17Ad-19)	Rule 38a-1 Compliance Procedure
Reporting Missing, Lost, Counterfeit or Stolen Certificates (Exchange Act Rule 17f-1)	Rule 38a-1 Compliance Procedure
Lost Certificate Processing Procedures *	Dreyfus Procedure
MUTUAL FUND PROCEDURES
Pricing of Transactions-Trade Cut-Off (Investment Company Act Rule 22c-1(a))	Rule 38a-1 Compliance Procedure
Redemption of Shares (Investment Company Act Rule 22(e))	Rule 38a-1 Compliance Procedure
Turnaround Time for Written Inquiries and Requests (Exchange Act Rule 17Ad-5)	Rule 38a-1 Compliance Procedure
Mutual Fund Redemptions (Investment Company Act Rule 22c-2)	Rule 38a-1 Compliance Procedure
Money Market Liquidity Risk Procedures (KYC Reports)	Rule 38a-1 Compliance Procedure
LOST SHAREHOLDER PROCEDURES
Lost Shareholders (Exchange Act Rule 17Ad-17)	Rule 38a-1 Compliance Procedure
Lost Shareholders- Returned from Post Office ("RPO") Processing Procedures	Standard Operational Procedure
Unclaimed Property Reporting Process Procedures	Standard Operational Procedure
PRINT/MAIL PROCEDURES
Print/Mail Processing Procedures *	Dreyfus Procedure
Confirmations (Exchange Act Rule 10b-10)	Rule 38a-1 Compliance Procedure
RECORD RETENTION PROCEDURES
Investment Company Records (Investment Company Act Rule 31a-1,2,3)	Rule 38a-1 Compliance Procedure
Transfer Agent Record Retention Matrix	Rule 38a-1 Compliance Procedure
SAFEGUARDING CLIENT INFORMATION PROCEDURES
Safeguarding and Disposal of Client Information Policy and Guidelines (Regulation S-P)	Rule 38a-1 Compliance Procedure
Safeguarding Funds and Securities (Exchange Act Rule 17Ad-12)	Rule 38a-1 Compliance Procedure
Limitations on Affiliate Marketing (Regulation S-AM)	Rule 38a-1 Compliance Procedure
Information Security and Protection Policies and Standards	Standard Operational Procedure
Procedures for New or Existing Data Transmissions to Brokers or Other Entities	Dreyfus Procedure
TRANSFER AGENT COMPLIANCE PROCEDURES
Registration and Annual Reporting Requirements for Transfer Agents (Exchange Act Rule 17Ac2-1,-2)	Rule 38a-1 Compliance Procedure
Reporting Aged Record Differences and Buy-ins (Exchange Act Rule 17Ad-10,11)	Rule 38a-1 Compliance Procedure
Annual Study and Evaluation of Internal Accounting Controls (Exchange Act Rule 17Ad-13)	Rule 38a-1 Compliance Procedure
Fingerprinting (Exchange Act Rule 17f-2)	Rule 38a-1 Compliance Procedure
Notice of Assumption or Termination of Transfer Agency Services (Exchange Act Rule 17Ad-16)	Rule 38a-1 Compliance Procedure
QUALITY CONTROL PROCEDURES
Quality Control Procedures	Standard Operational Procedure
Quality Assurance Procedures	Standard Operational Procedure
BUSINESS CONTINUITY PROCEDURES
Business Resiliency Summary	Rule 38a-1 Compliance Procedure
Business Continuity Procedure Summary	Standard Operational Procedure
Business Continuity Planning Procedure Summary	Standard Operational Procedure

Page 68

SCHEDULE D

Good Friday Funds (as described in Section 1(b)(iii))

Fund Name (all share classes)	Open on Good Friday	Open on Good Friday*
Dreyfus California AMT-Free Municipal Cash Management		X
Dreyfus New York AMT-Free Municipal Cash Management		X
Dreyfus New York Municipal Cash Management		X
Dreyfus Tax Exempt Cash Management		X
BNY Mellon Money Market Fund	X
BNY Mellon National Municipal Money Market Fund		X
Dreyfus BASIC Municipal Money Market Fund		X
Dreyfus BASIC New Jersey Municipal Money Market Fund		X
Dreyfus Connecticut Municipal Money Market Fund, Inc.		X
Dreyfus Massachusetts Municipal Money Market Fund		X
Dreyfus Money Market Instruments, Inc.: Government Securities Series	X
Dreyfus Money Market Instruments, Inc.: Money Market Series	X
Dreyfus Money Market Reserves	X
Dreyfus Municipal Money Market Fund, Inc.		X
Dreyfus New Jersey Municipal Money Market Fund, Inc.		X
Dreyfus New York AMT-Free Municipal Money Market Fund		X
Dreyfus Pennsylvania Municipal Money Market Fund		X
Dreyfus U.S. Treasury Reserves
Dreyfus BASIC California Municipal Money Market Fund		X
Dreyfus BASIC Massachusetts Municipal Money Market Fund		X
Dreyfus BASIC New York Municipal Money Market Fund		X
Dreyfus Municipal Cash Management Plus		X
CitizensSelect Treasury Money Market Fund
Dreyfus 100% U.S. Treasury Money Market Fund
Dreyfus AMT-Free Municipal Reserves		X
Dreyfus Government Prime Cash Management
Dreyfus Institutional Reserves Treasury Prime Fund
Dreyfus Treasury Prime Cash Management
General California Municipal Money Market Fund		X
General Municipal Money Market Fund		X
General New York Municipal Money Market Fund		X
General Treasury Prime Money Market Fund
Dreyfus Variable Investment Fund, Money Market Portfolio	X
CitizensSelect Prime Money Market Fund	X
Dreyfus BASIC Money Market Fund, Inc.	X
Dreyfus BASIC U.S. Government Money Market Fund
Dreyfus Cash Management	X
Dreyfus Government Cash Management
Dreyfus Institutional Cash Advantage Fund	X
Dreyfus Institutional Preferred Money Market Fund	X
Dreyfus Institutional Preferred Plus Money Market Fund
Dreyfus Institutional Reserves Money Fund
Dreyfus Institutional Reserves Treasury Fund
Dreyfus Liquid Assets, Inc.	X
Dreyfus Treasury & Agency Cash Management
Dreyfus Worldwide Dollar Money Market Fund, Inc.	X
General Government Securities Money Market Fund
General Money Market Fund, Inc.	X
* May open if bond market opens

Page 69

EXHIBIT 1A

Certification Re:  Sarbanes-Oxley Required by Section 3(k)

[DATE]

The Funds listed on Schedule A hereto
c/o The Dreyfus Corporation
200 Park Avenue
New York, New York  10166

            Re:       Sarbanes-Oxley Compliance

Dear Sir/Madam:

Dreyfus Transfer, Inc. ("DTI") provides certain transfer agency services (the "Services") with respect to the funds listed on Schedule A hereto (each, a "Fund") pursuant to an agreement between the Funds and DTI (the "Agreement").  We are providing this letter at your request to assist you with your certification requirements to each Fund with respect to the Fund's Form N-CSR for the ____-month period ended [MONTH] 30, 20__ (the "Form N-CSR").

As transfer agent and pursuant to the Agreement, DTI establishes and maintains certain records containing information and data of each Fund ("Fund Information").  Each Fund has used certain of the Fund Information in the preparation of Form N-CSR (such Fund Information being the "N-CSR Information").

At your request, subject to the terms of the Agreement, DTI makes the following representations to you as of the date of this letter:

1.         To DTI's knowledge, the N-CSR Information does not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements made in the N-CSR Information, in light of the circumstances under which such statements were made, not misleading with respect to the period described above.

2.         DTI maintains those internal controls that it determines provide reasonable assurance of the accuracy of the N-CSR Information.  To DTI's knowledge, there are no significant deficiencies or material weaknesses in those controls.

3.         Further, we have obtained and provided to you, with respect to DTI's Transfer Agent Operations, a Shareholder Servicing Operations and Information Systems Service Organization Control (SOC 1 ^SM) Report for the period ([MONTH] 1, 20__ through [MONTH] 30, 20__), prepared in accordance with Statements on Standards for Attestation Engagements No. 16 (the "SSAE 16 Report") by a firm of independent auditors ("Auditors") based on an examination conducted by the Auditors.  The Auditors have not, on the basis of that examination, notified DTI of the existence of any significant deficiencies or material weaknesses related to DTI's internal controls contained in the SSAE 16 Report (including significant deficiencies in the design or operation of such internal controls that could adversely affect DTI's ability to record, process, summarize and report share information and any material weaknesses in such internal controls) ("SSAE 16 Controls") other than those disclosed in the SSAE 16 Report, if any.  Since the date of the SSAE 16 Report, there have been no changes in the SSAE 16 Controls that would materially affect the SSAE 16 Controls in the opinion of DTI management (including DTI's Chief Compliance Officer, but solely to the extent such officer, acting solely within the course and scope of the duties of Chief Compliance Officer, would be responsible for the compliance of specific controls with specific laws and regulations), unless we have informed you otherwise in writing.

Page 70

4.         DTI maintains those controls and procedures that DTI deems necessary to ensure that material information relating to the Fund which is known by DTI, and which DTI is required under the Agreement to include in the Fund Information, is accumulated and included in the Fund Information in a timely manner.  DTI has communicated to you any material matters (including any significant deficiencies or material weaknesses in such controls and procedures) identified through the application of such controls and procedures.

5.         Unless we have informed you otherwise in writing, DTI senior management (including DTI's Chief Compliance Officer, but solely to the extent such officer, acting solely within the course and scope of the duties of Chief Compliance Officer, would be responsible for knowing of a specific fraud) has not been made aware of any instances of fraud, whether or not material, which involve any DTI employee who has a significant role in performing services for each Fund under the Agreement or in respect of the SSAE 16 Internal Controls as they relate to the services performed for each Fund under the Agreement.

Please note that these representations are subject to the fact that DTI has assumed that it has received from you and other entities complete and accurate information relating to the above matters.

This letter is intended for use by you solely in connection with each Fund's preparation of its Form N-CSR.  The Funds and their Boards of Directors or Trustees (each, a "Board") are the only entities that may rely on this letter.  Each Fund's use of and reliance on this letter is subject to its agreement with the following:

This letter may not be referred to in any financial statement or other publicly-available document, instrument, record or communication in any format or medium.  Neither the existence nor the contents of this letter may be disclosed to any other person or entity, provided that disclosure of the existence and contents of this letter may be made (i) to the management of the Fund in connection with their duties to the Fund; the Fund's or Board's counsel; and the Fund's independent auditors in connection with their engagement as such (subject to the requirement and condition in both cases that they not further disclosed such information except to parties permitted by this letter in connection with such person's duties to the Fund), and (ii) as may be required by law or court order or by request of a regulator with jurisdiction over the Fund (subject to the requirement and condition that the Fund request confidential treatment to the maximum extent available).

Dreyfus Transfer, Inc.

By:       ________________________           
Name:
Title:   

Page 71

EXHIBIT 1B

Certification Re:  Rule 38a-1 Compliance Required By Section 3(k)

[DATE]

The Funds listed on Schedule A hereto

c/o The Dreyfus Corporation

200 Park Avenue

New York, New York  10166

Re:  Rule 38a-1 Compliance

Dear Sir/Madam:

Dreyfus Transfer, Inc. ("DTI") provides certain transfer agency services (the "Services") with respect to the funds listed on Schedule A hereto (each, a "Fund") pursuant to an agreement between the Funds and DTI (the "Agreement").  We are providing this letter at your request to assist you with meeting the requirements of Rule 38a-1 under the Investment Company Act of 1940, as amended.  At your request, subject to the terms of the Agreement, DTI makes the following representations to you as of the date of this letter:

1.         DTI has adopted and effectively implemented written policies and procedures related to the Services that are reasonably designed to prevent a violation by DTI of the Federal Securities Laws (as defined in Rule 38a-1) that are applicable to DTI's provision of the Services.

2.         Unless we have informed you otherwise in writing, there were no material changes to DTI's policies and procedures described in the foregoing paragraph for the [calendar quarter/period] ended [_________________].

3.         Unless we have informed you otherwise in writing or orally, for the [calendar quarter /period] ended [_______________], to the knowledge of DTI senior management, there have been no Material Compliance Matters as defined in Rule 38a-1 identified by DTI pertaining to the Services.

This letter is intended for the use of each Fund and its Board of Directors or Trustees (collectively, "Intended Recipients") and only in connection with the requirements of Rule 38a-1, and the Intended Recipients are the only persons who may rely on this letter.  The Intended Recipients shall not disclose the existence or the contents of this letter to any other person or entity, provided that an Intended Recipient may disclose the existence and/or contents of this letter as may be required by law, court order or regulatory request (provided confidential treatment of this letter is requested, if available).

Dreyfus Transfer, Inc.

By:       ________________________           

Name:

Title:   

EX-23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the captions "Financial Highlights" in the Prospectus and "Counsel and Independent Registered Public Accounting Firm" in the Statement of Additional Information and to the incorporation by reference of our report dated February 27, 2013 onThe Dreyfus Fund Incorporated for the fiscal year ended December 31, 2012 which is incorporated by reference in this Registration Statement (Form N-1A Nos. 2-09455 and 811-00523) of The Dreyfus Fund Incorporated.

                                                                                                ERNST & YOUNG LLP

New York, New York

April 25, 2013

EX-99

Personal Securities Trading Policy

May 29, 2012

Table of Contents
Topic	Page(s)
Chairman, President and Chief Executive Officer’s Letter	2
Introduction	3-4
General Standards of Conduct	5-8
Your Responsibility	5
Fiduciary Duties	5
Protecting Material Nonpublic Information and Compliance with Securities Laws	5-6
Restrictions on the Flow of Information Within the Company	6
When You Trade in BNY Mellon Securities – General Restrictions	6-7
When You Trade in Non-Company Securities	7-8
General Restrictions	7
Initial Public Offerings	7
Private Placements	7-8
Classification of Employees	9-10
General Requirements for Monitored Employees	11-12
Approved Broker-Dealers	11
Accounts Covered	11
Initial Holdings Report	11
Update Securities Holdings	11-12
Account Statements and Trade Confirmations	12
Trade Preclearance Requirements	13-14
Obtain Preclearance Prior to Initiating a Transaction	13
Prior Preclearance Required	13
Rules for Preclearance	13
Preclearance Window (or Expiration)	13
Exemptions from the Requirement to Preclear	13
Preclearance Rules for Company Stock Associated with Retirement and Benefit Plans	13-14
Company 401(k) Plan	13
Reallocating and Rebalancing in the Company 401(k) Plan	14
Company Employee Stock Options	14
Company Restricted Stock/Units	14
Company Employee Stock Purchase Plan (ESPP)	14
Additional Rules for ADM and Investment Employees	15-18
Profit Disgorgement on Short Term Trading	15
Standards for Preclearance of De Minimis Transactions	15
Proprietary Fund Transactions in the Company’s 401(k) Plan	15
Non-Self Directed Accounts	15
Self-Directed Accounts	16
Restrictions for ADMs Who are Portfolio Managers	16
7 Day Blackout Period, Profit Disgorgement	16
Requirements for Micro-Cap ADMs (MCADMs)	16
Transactions and Holdings in Micro-Cap Securities, Approvals	16
Requirement for Newly Designated MCADMs	16
Additional Reporting Requirements for ADM Employees	17-18
Special Purpose ADM Quarterly Securities Report	17
Contemporaneous Disclosure	17
Approval, Exemptions, Security Exemptions, Your Responsibility, Compliance Monitoring	17-18
Additional Rules for Insider Risk Employees – Trade Preclearance Exemptions	19
Additional Rules for Fund Officer, Fund Service, and Service Employees – Company Oversight	19
Additional Rules for Pre-Release Earnings Group Employees – Restrictions, Blackout Period Trading	19
Implications
Additional Rules for Dreyfus/FINRA Employees - Reporting Securities Holdings and Transactions	20
General Personal Trading Requirements Chart	21
Getting Help and Reporting Violations	22
Glossary Definitions	23-25

1

Chairman, President and Chief Executive Officer’s Letter

Dear Colleague:

The Personal Securities Trading Policy establishes procedures and limitations for personal investments by all employees. This policy was developed to comply with regulations and demonstrate our commitment to the highest standards of business ethics. Taking time to fully understand the policy is critical and you must consult it whenever you are unsure about appropriate activity concerning your investments.

Each personal trade we make puts our company’s reputation on the line. As an integral part of the global financial system, BNY Mellon processes millions of transactions a day for clients. Therefore, it is imperative that we hold ourselves to unwavering standards in our personal trades. This reflects on our personal and professional integrity and safeguards the hard work by previous generations of employees to build our reputation.

As you can see, all our personal investments must be free from conflicts of interest and in full compliance with the laws and regulations of all jurisdictions in which we do business.

Conducting the company’s business honorably at all times is what matters most. That principle is implicit in our shared values of Client Focus, Trust, Teamwork and Outperformance – and it is central to our reputation. As a global leader in investment management and investment services, we have been entrusted with both our company’s reputation and that of our industry as well.

Thank you for always adhering to this vital policy and for always Doing What’s Right.

Gerald L. Hassell
Chairman, President and Chief Executive Officer

2

Introduction

Purpose of the Policy

The Personal Securities Trading Policy (the Policy) describes BNY Mellon’s and certain of its various subsidiaries’ and/or affiliates’ (the company’s) restrictions on all employees’ personal securities transactions.

The company and its employees or other supervised persons (as defined in the Investment Advisers Act of 1940 – the “Advisers Act”) are subject to certain laws and/or regulations governing personal securities trading, including the securities laws of various jurisdictions, including Rule 204A-1 of the Advisers Act and Rule 17j-1 of the Investment Company Act of 1940. In order to adhere to such laws and/or regulations, the company has developed this Policy.

Policy Administration

The Policy is developed, interpreted, and administered by the Ethics Office in coordination with other personnel of the Company. Amendments of the Policy, will be made, or waivers of its terms will be granted, at the discretion of the Manager of the Ethics Office only, and with the concurrence of other officers or directors of the Company, where required (e.g., US mutual fund directors). Any waiver or exemption will be official only if evidenced in writing. All records relating to the Administration of the Policy, including: waivers or exemptions will be maintained in the Ethics Office (see “Recordkeeping”). The company formed an Investment Ethics Council (IEC), which is composed of investment, legal, risk management, compliance and ethics representatives of the company and its affiliates. The IEC will: (i) approve any substantive amendments (along with appropriate concurrence of third parties) to the Policy; (ii) provide interpretive guidance to the Ethics Office when requested; and (iii) approve/disapprove actions taken in connection with the personal trading activities of employees subject to the Policy.

General Covered Activities

All employees of the company that are deemed to be controlled by the company or have otherwise agreed to be bound by its provisions are subject to this Policy. This includes all full-time, part-time, benefited and non-benefited, exempt and non-exempt employees. The Policy’s applicability to consultants and contract or temporary employees

(including interns) will be determined on a case-by-case basis (see section titled “Classification of Employees on page 9).

The provisions of the Policy have worldwide applicability and cover trading in any part of the world, subject to the provisions of any controlling local law. To the extent any particular portion of the Policy is inconsistent with, or in particular less restrictive than such laws, you should consult the Manager of the Ethics Office.

Your Compliance is Required

Generally, as an employee of the company, you may be held personally liable for any improper or illegal acts committed during the course of your employment; non-compliance with this Policy may be deemed to encompass one of these acts. Accordingly, you must read the Policy and comply with the spirit and the strict letter of its provisions. Failure to comply may result in the imposition of serious sanctions, which may include, but are not limited to, the disgorgement of profits, cancellation of trades, selling of positions, suspension of personal trading privileges, dismissal, and referral to law enforcement or regulatory agencies.

The company provides you with online access to the Policy and its amendments through MySource, or has otherwise made the Policy available to you. In addition, the Policy can be found on the company’s internet site, BNYMellon.com. Should you have difficulty accessing the Policy, or have not received a copy of the Policy, the Ethics Office will provide copies upon request.

You must also comply with the company’s Code of Conduct, which addresses compliance with laws, conflicts of interest, respecting confidential information, and other ethical issues.

Employees’ Financial Information

The Ethics Office and/or Preclearance Compliance Officers will use their best efforts to assure that requests for preclearance, personal securities transaction reports and reports of securities holdings are treated as "Personal and Confidential." However, the company may be required by law to review, retain and, in certain circumstances, disclose such documents. Therefore, such documents will be available for inspection by appropriate regulatory agencies and by other parties within and outside the company as are necessary to evaluate compliance with or sanctions under the Policy or other requirements applicable to the company.

3

Introduction - continued

Restricted List

Preclearance Compliance Officers may maintain a list (the "Restricted List") of companies whose securities employees in their line of business or firm are restricted from trading for various reasons. The Restricted List will not be distributed outside of the Compliance Office or Ethics Office. The inclusion of a company on the Restricted List provides no indication of the advisability of an investment in the company's securities or the existence of material nonpublic information with respect to the company. Occasionally, such trading restrictions may be appropriate to protect the company and its employees from potential violations, or the appearance of violations, of securities laws. Nevertheless, the contents of the Restricted List are confidential.

Recordkeeping

On behalf of the company, the Ethics Office will maintain the following records in a readily accessible place, for five years from their creation (unless otherwise noted below):

4

General Standards of Conduct

The General Standards of Conduct apply to all employees of the company. In addition to these standards, you must comply with the requirements applicable to your classification under this Policy.

Your Responsibility

Every employee must follow the General Standards of Conduct set forth in this Policy or risk serious sanctions, up to and including dismissal. If you have any questions about these standards, you should consult the Ethics Office or your Compliance Officer. Interpretive issues that arise under these standards shall be decided by, and are subject to the discretion of, the Manager of the Ethics Office, with the consultation of the IEC and/or the Legal Department as required.

Fiduciary Duties

In some circumstances, the company and its employees may owe a fiduciary duty to a client. Among the duties that one owes clients when one is acting as a fiduciary on their behalf is not to engage in personal securities transactions that may be deemed to take inappropriate advantage of your position in relation to those clients. You must be mindful of this obligation, use your best efforts to honor it, and report promptly to the Ethics Office and your Compliance Officer any company employee that fails to meet this obligation. With respect to the potential conflicts of interest that personal securities trading activity or other actions may engender, please also refer to the Company’s Code of Conduct and Business Conflicts of Interest policies.

Protecting Material Nonpublic Information and Compliance with Securities Laws

In carrying out your job responsibilities, you must, at a minimum, comply with all applicable legal requirements, including applicable securities laws. As an employee, you may receive information about the company, its clients, or other parties that for various reasons must be treated as confidential. With respect to these parties, you are not permitted to divulge current (different rules will determine what is deemed to be “current”) portfolio positions, current or anticipated portfolio transactions, or programs or studies of the company or any client to anyone except as may be permitted by your business unit, in accordance with approved procedures. You are expected to comply strictly with measures necessary to preserve the confidentiality of information. You should refer to the company’s Code of Conduct for additional guidance.

General Policy - Securities laws generally prohibit the trading of securities while aware of "material nonpublic" information regarding the issuer of those securities and/or about the portfolio holdings, transactions or recommendations with respect to fiduciary accounts; this is generically knows as “(insider trading”; Any person who passes along material nonpublic information upon which a trade is based (tipping) may also be liable. Employees who possess material nonpublic information about an issuer of securities (whether that issuer is the Company, another company, a client or supplier, any fund or other issuer) may not trade in that issuer’s securities, either for their own accounts or for any account over which they exercise investment discretion. Following are guidelines to determine when information is nonpublic or material.

Most companies announce material information through a press release, a regulatory filing, and/or a posting on the company’s website. If you have determined the information to be material, but there is no announcement of it in any of these sources, it is likely to be nonpublic.

Nonpublic Information about an issuer is “nonpublic” if it is not generally available to the investing public. Information received under circumstances indicating that it is not yet in general circulation and may be attributable, directly or indirectly, to the issuer or its insiders is likely to be deemed nonpublic information.

Material Information is “material” if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, sell, or hold securities. Information that would affect the market price of a security (price sensitive information) would be material. Examples of information that might be material include, but are not limited to:

5

General Standards of Conduct - continued

All relevant circumstances must be considered when determining whether an item of information is material. If there is a doubt, you should always err on the side of caution and consider information material or nonpublic. Questions on material nonpublic information should be referred to your business unit Compliance Officer.

Consultants, Contractors, and Temporary Workers Unless otherwise determined by the Manager of the Ethics Office, employees managing the work of consultants, contractors, and temporary employees are responsible for ensuring that those individuals are aware of the company’s policy and the consequences of noncompliance. It is the responsibility of business/functional-level compliance and business management, in consultation with the Ethics Office to make a determination as to whether or not the nature of the business carried out by the pertinent consultant, contractor or temporary worker could put them in a position to potentially receive material nonpublic information or other confidential information in connection with their work for the Company; if so they must be monitored, unless otherwise determined by the Manager of the Ethics Office.

Restrictions on the Flow of Information Within the Company (“The Securities Firewall”)

General Policy - As a diversified financial services organization, the company faces unique challenges in complying with the prohibitions on insider trading and tipping. For example, one business unit might have material nonpublic information about an issuer, while other company units may have a desire, or even a fiduciary duty, to buy or sell that issuer’s securities or recommend such purchases or sales to clients.

In order to engage in such diversified financial services activities without violating laws or breaching our fiduciary duties, the company has established a “Securities Firewall” policy, which is applicable to all employees. "Securities Firewalls" separate company units or individuals that are likely to receive material nonpublic information (potential Insider Risk functions) from company units or individuals that either trade in securities, for the company’s account or for the accounts of others, or provide investment advice (investment functions). The Securities Firewall policy also requires any employee who believes he or she may have received material nonpublic information to refrain from acting upon the information and immediately call their business unit Compliance Officer. Refer to Policy I-A-046, Securities Firewalls for additional details.

When You Trade in BNY Mellon Securities General Restrictions

All employees who trade in company securities should be aware of their responsibilities to the company and should be sensitive to even the appearance of impropriety. The following restrictions apply to all transactions in the company’s publicly traded securities, whether owned directly (e.g., in your name) or indirectly (see Indirect Ownership in Glossary). Additional restrictions apply to employees who are identified as having access to the company’s pre-release earnings (see page 19 - Pre-Release Earnings Group Employees for further information).

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General Standards of Conduct - continued

When You Trade in Non-Company Securities
General Restrictions

You must be sensitive to any impropriety in connection with your personal securities transactions in securities of any issuer, including those owned indirectly (see Indirect Ownership in Glossary). You should refer to the company’s Code of Conduct for employee investment restrictions with parties that do business with the company. In addition, you are prohibited from:

Front Running - the purchase or sale of securities for your own or the company’s accounts on the basis of your knowledge of the company’s or company’s clients trading positions or plans.

Scalping - the purchase or sale of securities for clients for the purpose of affecting the value of a security owned or to be acquired by you or the company.

Spread Betting - Taking bets on securities pricing to reflect market movements activities as a mechanism for avoiding the restrictions on personal securities trading arising under the provisions of the Policy. Such transactions themselves constitute transactions in securities for the purposes of the Policy and are subject to all of the provisions applicable to other non-exempted transactions.

Initial Public Offerings

You are prohibited from acquiring securities through an allocation by the underwriter of an Initial Public Offering (IPO) without the prior approval of the Ethics Office (ADM employees must have prior approval from the IEC). Approval is only given when the allocation comes through an employee of the issuer, who has a direct family relation to the BNY Mellon employee. Approval may not be available to employees of registered broker-dealers due to certain laws and regulations (for example, FINRA rules in the U.S.). If you have any questions as to whether a particular offering constitutes an IPO, consult the Ethics Office before submitting an indication of interest to purchase the security.

Private Placements

Acquisition You are prohibited from acquiring any security in a private placement unless you obtain prior written approval from the Ethics Office, Compliance Officer, and Operating Committee

Member (representing the employee’s business or department), while ADMs must receive IEC approval. An approval request must be submitted on the “Private Placement: Preliminary

Questionnaire” form located on MySource or by sending an email to securitiestradingpolicyhelp@bnymellon.com.

Subsequent Actions Should you participate in any subsequent consideration of credit for the issuer, or of an investment in the issuer, for an advised account you are required to disclose your investment to your Compliance Officer. The decision to transact in such securities for an advised account will be subject to independent review.

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General Standards of Conduct - continued

client. ADMs must comply with requests for information and/or documentation necessary for the IEC to satisfy itself that no actual or potential conflict, or appearance of a conflict, exists between the proposed private placement purchase and the interests of any managed fund or account.

8

Classification of Employees

The Policy imposes different requirements and limitations on employees based on the nature of their activities; therefore, each employee is assigned a classification. Classification assignments are the responsibility of business/functional-level compliance and business management, in consultation with the Ethics Office. Managers should inform consultants, independent contractors, and temporary employees of the provisions of the Policy and, unless otherwise determined by the Manager of the Ethics Office, require the consultant, contractor or temporary employee to contractually agree to comply with this Policy. Once a determination is made, the employee’s manager is responsible for notifying employees of their classification. Employees will be designated into one or more of the following classifications:

Access Decision Maker	Dreyfus/FINRA Employee
Investment Employee	Pre-Release Earning Group
Insider Risk Employee	Fund Officer
Fund Service Employee	Non-Classified Employees
Service Employee

U.S.-based employees must maintain their brokerage accounts with an approved broker-dealer. This requirement does not apply to Non-Classified Employees.

Access Decision Maker (ADM) and Micro-Cap Access Decision Maker (MCADM)

Generally, employees are considered ADMs if they are Portfolio Managers or Research Analysts and make or participate in recommendations or decisions regarding the purchase or sale of securities for mutual funds or managed accounts. Portfolio Managers of broad-based index funds and traders are not typically classified as ADMs.

Micro-Cap ADMs (MCADMs) - a subset of ADMs, MCADMs make recommendations or decisions regarding the purchase or sale of securities of an issuer having a small market capitalization. The following market capitalization thresholds are used when determining if an ADM is considered a MCADM:

All employees are required to preclear trades in non-exempt securities.

Investment Employee

You are considered to be an Investment Employee if, in the normal conduct of your job responsibilities, you have access (or are likely to be perceived to have access) to nonpublic information regarding any advisory client’s purchase or sale of securities or nonpublic information regarding the portfolio holdings of any Proprietary Fund, are involved in making securities recommendations to advisory clients, or have access to such recommendations before they are public.

This classification typically includes employees in the Asset Management and Wealth Management businesses, including:

certain employees in fiduciary securities sales and trading, investment management and advisory services, investment research and various trust or fiduciary functions; an employee of a company entity regulated by certain investment company laws. Examples are:

- in the U.S., employees who are “advisory persons” or “access persons” under Rule 17j-1 of the 

Investment Company Act of 1940 or “access persons” under Rule 204A-1 of the Advisers Act. 

- in the U.K., employees in companies undertaking specified activities under the Financial 

Services and Markets Act 2000 (Regulated Activities), Order 2001, and regulated by the 

Financial Services Authority. 

All employees are required to preclear trades in non-exempt securities.

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Classification of Employees – continued

Insider Risk Employee

You are considered to be an Insider Risk Employee if, in the normal conduct of your job responsibilities, you are likely to receive or be perceived to be aware of or receive, material nonpublic information concerning the company’s clients. Employees in this classification typically include, but are not limited to, Risk and Legal personnel. All members of the company’s Operating Committee, who are not otherwise classified as Investment Employees, will be classified as Insider Risk Employees. Please refer to the Company’s Securities Firewalls Policy.

All employees are required to preclear trades in non-exempt securities.

Fund Service Employee

You are considered to be a Fund Service Employee if you are not an employee in the Asset Management or Wealth Management businesses and your normal job responsibilities involve maintaining the books and records of mutual funds and/or managed accounts.

Employees are not required to preclear trades.

Service Employee

You are considered to be a Service Employee if, you are not an employee in the Asset Management or Wealth Management businesses, but in the normal conduct of your job responsibilities, you have access to post-trade information, including security transactions and portfolio holdings information. Employees in this classification may include, but are not limited to, Compliance, Audit, and Technology personnel.

Employees are not required to preclear trades.

Pre-Release Earnings Group (PREG)

The Pre-Release Earnings Group consists of all members of the company’s Operating Committee and any individual determined by the company’s Corporate Finance Department to be a member of the group.

Employees must preclear BNY Mellon security trades only.

Dreyfus/FINRA Group

Employees who are subject to regulation resulting from their registration with FINRA.

Employees are not required to preclear trades.

Fund Officer

You are considered to be a Fund Officer if, you are not an employee in the Asset Management or Wealth management businesses, and in the normal conduct of your job responsibilities you serve as an officer of a fund, are not required to preclear your trading activity by a fund, and you do not attend board meetings.

Employees are not required to preclear trades.

Non-Classified Employee

You are considered to be a Non-Classified Employee if you are an employee of the company or any of its direct or indirect subsidiaries and are not classified as noted above.

Employees are not subject approved broker-dealer or trade preclearance requirements.

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General Requirements for Monitored Employees

Monitored Employees, defined as all employees, with the exception of Non-Classified Employees (see previous page), are subject to special requirements concerning where they maintain their brokerage accounts, the accounts required to be reported, the certification of accounts and holdings, and, with the exception of Dreyfus/FINRA Group, Fund Officer, Fund Service, and Service Employees, the duty to preclear non-exempt trades in the Protegent PTA (PTA) system before submitting them to a broker for execution. Below is a summary of these general requirements.

Approved Broker-Dealers

All U.S.-based Monitored Employees must maintain their brokerage accounts at specific broker-dealers that have been approved by the company. Employees should refer to MySource to obtain the current list of approved broker-dealers. Any exceptions to this requirement must be approved, in writing, by the Ethics Office. (Note: Employees living outside the U.S. are not subject to the approved broker-dealer requirement. Accordingly, they may open/hold accounts with any broker; however they must ensure that their trade confirmations/contract notes and account statements are sent to their local compliance representative).

Accounts Covered

This Policy covers the personal trading activities of all employees in their own accounts and in accounts in which they have indirect ownership. While you should consult the Glossary for a complete definition of indirect ownership, in general:

you are presumed to have indirect ownership of accounts held by members of your family with whom you share a household. This includes your spouse, your children, and any other family member in your home. Generally, you are deemed to be the indirect owner of securities if at any time you have the opportunity to share, directly or indirectly, in the profits derived from such transactions. You are urged to review the definition of indirect ownership in the Glossary carefully, as securities held in trusts, partnerships, and Investment Clubs may be covered by its definition.

Initial Holdings Report

You must file an “Initial Holdings Report” in PTA within 10 calendar days of being designated as a Monitored

Employee. The report must be an accurate recording of security accounts and security holdings within the last 45 calendar days of being designated as a Monitored Person. Below is a list of required items that must be reported:

*Please note that ADM and Investment Employees must report Proprietary Funds held in brokerage accounts or directly with the mutual fund company. A list of Proprietary Funds is published on MySource or can be obtained by sending an email to securitiestradingpolicyhelp@bnymellon.com.

Reporting Exemptions - you are not required to report accounts, holdings, or transactions for certain security types. Security is defined as any investment that represents an ownership or debt position in an entity. While the Policy provides for exemptions for certain securities, all securities are covered unless expressly exempt from reporting or preclearance. Below are the approved exemptions:

Update Securities Holdings

Periodically (quarterly for ADM and Investment Employees and annually for all other Monitored Employees), you are required to certify, in PTA, securities transactions, accounts, and holdings within 30 calendar days of the end of the reporting period. The information must be current within 45 calendar days of the date the certification is submitted, and must include non-exempt securities held within and outside of brokerage accounts. The report must contain the following:

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General Requirements for Monitored Employees –continued

updated listing of non-exempt securities holdings, including those received via gift, corporate action, dividend reinvestment, etc.,* acknowledgement of receipt of and compliance with the Policy.

* Please note that when updating securities holdings, ADM and Investment Employees must include Proprietary Funds held in brokerage accounts and those held directly with the mutual fund company. A list of Proprietary Funds is published on MySource or can be obtained by sending an email to securitiestradingpolicyhelp@bnymellon.com.

Reminder when updating holdings – you are required to update in PTA your holdings for non-exempt security activity that does not require preclearance (e.g., gifts, inheritances, corporate actions, dividend reinvestments, etc). These adjustments must be reported as soon as possible, but no less than annually. Gifts and inheritances have time deadlines to report the activity.

Gifts and Inheritances - employees who give (or receive) a gift of securities or receive an inheritance that includes securities (unless Exempt Securities under this policy) must report the activity to the company within 10 calendar days. The report must disclose the name of the person receiving or giving the gift or inheritance, date of the transaction, and name of the broker through which the transaction was effected (if applicable). If you plan to purchase a security with the intention of making a gift, you must preclear the trade prior to purchase. A gift of securities must be one where the donor does not receive anything of monetary value in return.

Account Statements and Trade Confirmations

As noted earlier, U.S.-based Monitored Employees are required to maintain their accounts with an approved broker-dealer. Any Monitored Employee who received an exception to the approved broker-dealer requirement or are in the process of moving their account(s) must instruct their non-approved broker-dealer, trust account manager, or other entity holding your securities or Proprietary Fund accounts (ADMs and Investment Employees only) to submit routine statements and trade confirmations directly to the company. This applies to all accounts owned directly or indirectly and includes any account that has the capability to have reportable securities, including Proprietary Funds (ADMs and Investment Employees only), traded within the account. For example, if an account contains only non-proprietary funds or other Exempt Securities, but has the capability to have reportable securities traded in it, the account must be reported and duplicate account statements and trade confirmations must be provided to the company.

Additional Reminders for ADMs and Investment Employees Only:

Proprietary Fund Holdings – you are reminded that if the unrelated company’s retirement and benefit plan holds Proprietary Funds, these holdings must be reported and are subject to the requirements of this Policy, including the preclearance requirements.

Unrelated company’s responsibility - with respect to the employer’s own securities, the unrelated company has primary responsibility for providing adequate supervision with respect to conflicts of interest and compliance with securities laws regarding trading in its own securities under its own employee retirement and benefit plans.

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Trade Preclearance Requirements

ADMs, Investment, Insider Risk Employees, and Pre-Release Earning Group members are all required to preclear trades in non-exempt securities. Note: In the case of Pre-Release Earning Group members, only BNY Mellon securities need to be precleared.

Obtain Preclearance Prior to Initiating a Transaction

Prior Preclearance Required – in order to trade in non-exempt securities, you are required to submit a preclearance request in the PTA system and receive notice that the preclearance request was approved prior to placing a security trade (ADMs and Investment Employees must also preclear Proprietary Fund trades). Unless expressly exempt (see below), all securities transactions are covered by this preclearance requirement.

Rules for Preclearance - although preclearance approval does not obligate an employee to place a trade, preclearance should not be made for transactions the employee does not intend to make. With the exception of the indirect owner of the account, you may not discuss the response to a preclearance request with anyone.

Preclearance Window (or Expiration) - for ADM and Investment Employees preclearance authorization will expire at the end of the second business day after it is received and the third business day for Insider Risk and Pre–Release Earnings Group Employees. It is important to note that PTA preclearance time stamps are in Eastern Standard Time (i.e., New York time). All remaining employees are not subject to preclearance and, therefore, do not have a preclearance window.

Example – An ADM requests and receives trade preclearance on Monday at 3PM E.S.T.; the preclearance authorization is valid until the close of business on Tuesday. An Insider Risk Employee’s window would be one day longer and therefore valid until the close of business on Wednesday.

The day authorization is granted is considered the first business day. Employees who place “limit”, “stop-loss”, “good-until-cancelled”, or “standing buy/sell” orders are cautioned that transactions receiving preclearance authorization must be executed before the preclearance expires. At the end of the preclearance authorization period, any unexecuted order must be canceled. A new preclearance authorization may be requested; however, if the request is denied, the trade order with the broker-dealer must be canceled immediately.

Exemptions from the Requirement to Preclear - preclearance is not required for the following security transactions:

Preclearance Rules for Company Stock in Retirement and Benefit Plans

Company 401(k) Plan

You are not required to preclear trades for changes in your company stock holdings held within the company 401(k) Plan that result from the following:

NOTE: During quarterly blackout periods, Pre-Release Earnings Group (PREG) employees are prohibited from making payroll deduction or investment election changes that would impact their future purchases in company stock. These changes must be made when the blackout period is not in effect.

13

Trade Preclearance Requirements – continued

Reallocating Balances in Company 401(k) Plan

The purchase or sell of company stock resulting from a reallocation (i.e., the decision by an employee to while not subject to preclearance, is considered a purchase or sale of company stock for purposes of the short-term trading prohibition. As a result, a subsequent trade in company stock in the opposite direction of the reallocation, occurring within a 60 calendar day period would result in a short-term trading prohibition. Changes to existing investment allocations in the plan or transactions in company stock occurring outside the plan will not be compared to reallocation transactions in the plan for purposes of the 60 day trading prohibition. Profits recognized through short-term trading in company stock in the plan will not generally be required to be disgorged; however, the Legal Department will be consulted to determine the proper disposition of short-term trading prohibitions involving Operating Committee members.

NOTE: Pre-Release Earnings Group employees are prohibited from reallocating balances in their company 401(k) if the reallocating action impacts their holdings in company stock.

Rebalancing Company 401(k) Plan

The purchase or sell of company stock resulting from rebalancing (i.e., the automatic movement of balances to pre-established investment election allocation percentages) is not subject to preclearance and is not considered a purchase or sale of company stock for purposes of the short-term trading prohibition.

Company Employee Stock Options
You are not required to preclear the following:

Company Restricted Stock/Units
You are not required to preclear the following:

Company Employee Stock Purchase Plan (ESPP)
You must preclear the following:

You are not required to preclear your enrollment in the plans, changes in your contribution to the plan, or shares acquired through the reinvestment of dividends.

NOTE: During quarterly blackout periods, Pre-Release Earnings Group (PREG) employees are prohibited from enrolling in or making payroll deduction changes in the plan. These changes must be made when the blackout period is not in effect.

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Additional Rules for ADM and Investment Employees

Profit Disgorgement on Short-Term Trading

Any profits recognized from purchasing then selling or selling then purchasing the same or equivalent (derivative) securities within any 60 calendar day period must be disgorged. For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transactions. Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes. Sixty day transactions in securities that are exempt from preclearance and trades of Proprietary Funds held within the BMY Mellon 401(k) will not be subject to disgorgement. The disposition of any disgorged profits will be at the discretion of the company, and the employee will be responsible for any tax and related costs.

Standards for Preclearance of De Minimis Transactions (applicable for firms or businesses that

administer compliance for ADM or Investment Employees)

ADM and Investment Employees will generally not be given clearance to execute a transaction in any security for which there is a pending buy or sale order for an affiliated account (other than an index fund) in the business unit where the ADM/Investment Employee has access to information about pending transactions. In certain circumstances, the Preclearance Compliance Officer may approve certain de minimis transactions even when the firm is trading such securities.

NOTE: Some ADMs, who are also Portfolio Managers, may not be eligible for this de minimis exemption.

Questions should be directed to the Preclearance Compliance Officer or the Ethics Office.

Proprietary Fund Transactions in the Company’s 401(k) plan

As noted in the Trade Preclearance Requirements, ADM and Investment employees, unlike other Monitored Employees, are required in most situations to preclear Proprietary Fund trades. However, the treatment of

Proprietary Fund trades in the company’s 401(k) plan is dependent upon the type of plan.

Non-Self-Directed Accounts (Includes Tier 1 - LifePath Index Funds, Tier 2 - Passively Managed Index Funds, and Tier 3 - Actively Managed Funds)

The movements of balances into or out of Proprietary Funds are deemed to be purchases or redemptions of those Proprietary Funds for purposes of the holding period requirement, but are exempt from the general preclearance requirement. Accordingly, you do not need to preclear these movements, but must get prior approval from the Preclearance Compliance Officer if it is within 60 calendar days of an opposite transaction in shares of the same fund. In lieu of transaction reporting, employees are deemed to consent to the company obtaining transaction information from plan records. Such movements must be reflected in your holdings reports.

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Additional Rules for ADM and Investment Employees - continued

Self-Directed Accounts (Tier 4 – Large Selection of Mutual Funds and Exchange Traded Funds)

Treated like any other Proprietary Fund account. This means that the reporting, preclearance, and holding period requirements apply.

Restrictions for ADMs who are Portfolio Managers

7 Day Blackout Period

Prohibition - it is impermissible for an ADM, who is designated as a Portfolio Manager, to buy or sell a security (owned directly or indirectly) within 7 calendar days before and after the Portfolio

Manager’s investment company or managed account has effected a transaction in that security (the “7 Day Blackout Period”).

Disgorgement Required - if a Portfolio Manager initiates a transaction within the 7 Day Blackout Period, in addition to being subject to sanctions for violating the Policy, profits recognized from the transaction must be disgorged in accordance with guidance provided by the IEC. The IEC has determined that the following transactions will not be subject to this disgorgement requirement:

in the U.S., the dollar value from transacting in 100 shares or $10,000 (whichever value is greater) for companies with a market capitalization of $5 billion or higher. in all other countries, the greater of the USD equivalent or 100 shares for companies with a USD equivalent market capitalization.

Exemption - Portfolio Managers who manage broad-based index funds, which replicate exactly, a clone or model, are exempt from the 7 Day Blackout Period.

Requirements for Micro-Cap ADMs (MCADMs)

Transactions and Holdings in Micro-Cap Securities

In recognition of the potential for price volatility in micro-cap securities, the company requires that approvals be obtained prior to a MCADM placing a trade in their direct and indirectly owned accounts. The market capitalization thresholds and required approvals are listed below.

Approvals:

Threshold 1 - without the prior written approval of the IEC, MCADMS may not trade the securities of companies with the following market capitalization:

Exemption - micro-cap securities acquired involuntarily (e.g., inheritance, gift, spin-off, etc.) are exempt from these restrictions; however, they must be disclosed in a memo to the Preclearance Compliance Officer within 10 calendar days of the involuntary acquisition.

Requirement for Newly Designated MCADMs

Newly designated MCADMs must obtain the approval of the CIO or Chief Executive Officer and provide a copy of the approval to the Preclearance Compliance Officer to continue holding micro-cap securities. The thresholds for the market capitalization in various jurisdictions are: in the U.S., equal to or less than $250 million, in all other countries the USD equivalent.

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Additional Rules for ADM and Investment Employees - continued

Additional Reporting Requirements for ADM Employees

Special Purpose ADM Quarterly Securities Report

ADMs are required to submit quarterly to their Preclearance Compliance Officer the “Special Purpose ADM Quarterly Securities Report”. This report must be submitted within 30 calendar days of each quarter end and includes information on securities and/or transactions owned directly or indirectly. The report must contain information on:

Exemption - ADMs do not need to report any security that is defined as an Exempt Security or is otherwise expressly exempt from preclearance.

A form for completing this report can be obtained from the Preclearance Compliance Officer, on MySource, or by emailing the Ethics Office at securitiestradingpolicyhelp@bnymellon.com.

Contemporaneous Disclosure

Prior to an ADM making or acting upon a portfolio recommendation (e.g., buy, hold, or sell) in a security directly or indirectly owned, written authorization must be obtained. The reason for disclosure is to ensure that management can consider whether the portfolio recommendation or transaction is for the purpose of affecting the value of a personal securities holding. Contemporaneous Disclosure forms can be obtained from the Preclearance Compliance Officer, MySource or by emailing the Ethics Office at securitiestradingpolicyhelp@bnymellon.com.

Under no circumstances can an ADM provide portfolio recommendations or place trades based on their potential impact to his/her personal securities holdings, nor can s/he refuse to take such action to avoid submitting a Contemporaneous Disclosure. The ADM’s fiduciary duty to make portfolio recommendations and trades solely in the best interest of the client must always take precedence.

Approval - approval must be obtained from the ADM’s CIO or CEO, or their designee, prior to the first such portfolio recommendation or transaction in a particular security in a calendar month. Disclosure forms for subsequent transactions in the same security are not required for the remainder of the calendar month so long as purchases/sells in all portfolios do not exceed the maximum number of shares, options, or bonds disclosed on the disclosure form. If the ADM seeks to effect a transaction or makes a recommendation in a direction opposite of the most recent disclosure form, a new disclosure form must be completed prior to the transaction or recommendation.

Exemption to the Contemporaneous Disclosure Requirement - ADMs who are index fund managers and have no investment discretion in replicating an index model or clone portfolio do not need to comply with this disclosure requirement. This exemption does not apply in the following circumstances:

17

Additional Rules for ADM and Investment Employees - continued

Securities Exempt from Reporting - certain securities are exempt from the requirement to submit a Contemporaneous Disclosure. They are:

Your Responsibility - it is an ADMs responsibility to confirm with their Preclearance Compliance Officer whether s/he is required to comply with the above reporting requirements.

Compliance Monitoring - The IEC will monitor the ADMs’ compliance with all provisions of this Policy.

18

Additional Rules for Insider Risk, Fund Officer, Fund Service, Service, and Pre-Release Earnings Group Employees

Insider Risk Employees

Trade Preclearance Exemptions

In addition to the exemptions provided on Page 13, Insider Risk Employees are not required to preclear Proprietary Funds, Exchange Traded Funds, and municipal bonds. Please note that they are required to preclear Exchange Traded Notes (ETNs).

Fund Officer, Fund Service, and Service Employees

Company Oversight

While employees in these classifications are subject to the General Standards of Conduct and the approved broker-dealer requirement (U.S. employees only) contained in the Policy, they are not required to preclear trades, and therefore, are not subject to pre-trade denials of those trades. However, employees in these classifications are subject to a post-trade backtesting analysis that is designed to accumulate and assess employee trading activity that mirrors company or client trades. This may result in a change to the employee’s classification that will require future preclearance approval.

Pre-Release Earnings Group (PREG) Employees

General Restrictions

Every quarter, the company imposes a restriction on PREG employees. These employees are deemed to have access to inside information with respect to the company’s financial results and are prohibited from trading in the company’s securities from 12:01AM, Eastern Time, on the 15th day of the month preceding the end of each calendar quarter through the 2nd trading day after the public announcement of the company’s earnings for that quarter (Blackout Period). For example, if earnings are released on a

Wednesday, the Pre-Release Earnings Group cannot trade the company’s securities until Friday. Non-trading days, such as weekends or holidays, are not counted as part of the restricted period. Occasionally, the company may extend the restricted period for some or all members of the group.

Blackout Period Trading Implications - Profit Disgorgement/Loss Recognition

Any trade in BNY Mellon securities made during the blackout period must be reversed with any corresponding profit recognized from the reversal subject to profit disgorgement. The employee will incur any loss resulting from the reversal of a blackout period trade. Profit disgorgement will be in accordance with procedures established by senior management. For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transaction(s). Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes and the employee will be responsible for any tax costs associated with the transaction(s).

19

Additional Rules for Dreyfus/FINRA Employees

In addition to the General Standards of Conduct, Dreyfus/FINRA Employees are required to follow the procedures described below.

Reporting Securities Holdings and Transactions

Reporting Holdings and Transactions - you must report your securities accounts (such as broker accounts), holdings in securities (both within and outside of accounts) and transactions in securities.

To determine whether or not these reporting requirements apply to you, contact the Ethics Office or your Compliance Officer.

How to Report - instruct the broker, trust account manager or other entity through which you have a securities trading account to send copies of all trade confirmations and statements relating to each account of which they directly or indirectly own to the company. For securities held outside of an account (such as those held directly with an issuer or maintained in paper certificate form), employees must comply with the company’s request to confirm transactions and holdings. Employees subject to the reporting requirements are also required to comply with periodic reporting requests.

20

General Personal Securities Trading Chart
				Fund Service,
Selected Policy				Service, Fund		Non-
	ADM	Investment	Insider	Officer, and	PREG	Classified
Provisions				Dreyfus/FINRA		Employees
				Employees
U.S.-based employees –
required to use approved	X	X	X	X	X
broker-dealer
Initial Accounts and
Holdings Reports (filed	X	X	X	X	X
within 10 days of being
classified)
Annual Certification
(filed within 30 days of	X	X	X	X	X
year-end)
Quarterly Certification				Only applies to Fund
(filed within 30 days of	X	X		Officers and non-U.S.
quarter-end)				based Fund Service
				Employees
					X
					(BNYM
Preclear trades	X	X	X		Stock
					Only)
Preclearance window (in
business days, includes	2 days	2 days	3 days		3 days
day approval granted)
Preclear proprietary
funds, Exchange Traded
Funds (ETFs), municipal	X	X
bonds, and all other non-
exempt securities
Preclear Exchange	X	X	X
Traded Notes (ETNs)
Subject to 7+ - day	X
blackout period	(PMs only)
Additional approvals	X
required for personal
trades in micro-cap	(Micro-Cap
securities	ADMs only)
Short-term trading (60
days) profit	X	X
disgorgement on all
trades
Short-term trading (60
days) profit
disgorgement on BNYM	X	X	X	X	X	X
stock
Prohibited from buying
BNYM stock on margin,
short selling BNYM, and	X	X	X	X	X	X
trading in BNYM
derivatives (options)
Initial Public Offerings
are prohibited (refer to
Policy waiver	X	X	X	X	X	X
requirements)
Private Placements
require Ethics Office	X	X	X	X	X	X
pre-approval

21

Getting Help and Reporting Violations

Getting Help

If you have a question about the Policy please contact the Securities Trading Policy Help Line

North America 1-800-963-5191.

     Outside of North America, dial your international access code, then 1-800-963-51912. Email: securitiestradingpolicyhelp@bnymellon.com

Reporting Violations

To report a concern regarding ethical business conduct, a violation of this Policy, the company’s Code of Conduct, related company policies, please contact the Ethics Office or your Compliance Officer. Known or suspected violations of the Policy must be promptly reported and either the Ethics Help Line or the Ethics Hot Line (Ethics Point) may be used for this purpose.

Ethics Help Line - This line is answered by Ethics Office staff during regular Eastern Standard Time business hours and contacts may be anonymous. You can reach the Ethics Help Line by:

Telephone:

Asia (except Japan): 001-800-710-63562 Australia: 0011-800-710-63562 Brazil: 0800-891-3813 Europe: 00-800-710-63562

Japan: international access code + 800-710-6356 United States and Canada: 1-888-635-5662 All other locations: call collect to 412-236-7519

Email: ethics@bnymellon.com

Mail: BNY Mellon Corporation’s Ethics Office P.O. Box 535026 Pittsburgh, PA 15253-5026 – USA

Ethics Hot Line (EthicsPoint) - If you are uncomfortable contacting the company directly, you can contact EthicsPoint, an independent hotline administrator, as an alternative channel to raise your concerns. All contacts may be anonymous. You can reach the Ethics Hot Line (EthicsPoint) by:

22

Glossary Definitions

- cash and cash-like securities (e.g., bankers acceptances, bank CDs and time deposits, money market funds, 

commercial paper, repurchase agreements). 

- direct obligations of the sovereign governments of the United States (U.S. employees only), United Kingdom 

(U.K. employees only) and Japan (Japan employees only). Obligations of other instrumentalities of the U.S., 

U.K., and Japanese governments or quasi-government agencies are not exempt. 

- high-quality, short-term debt instruments having a maturity of less than 366 days at issuance and rated in one of 

the two highest rating categories by a nationally recognized statistical rating organization or which is unrated but 

of comparable quality. 

- securities issued by open-end investment companies (i.e., mutual funds and variable capital companies) that are 

not Proprietary Funds or Exchange Traded Funds). 

- non-company 401(k) plans (e.g., spouse’s plan, previous employer’s plan, etc.). 

- 529 plans, provided they are not invested in Proprietary Funds. 

- fixed annuities. 

- variable annuities that are not invested in Proprietary Fund sub-accounts. 

23

Glossary Definitions – continued

Indirect Ownership - generally, you are the indirect owner of securities (and preclearance and other provisions of the Policy will therefore apply to those securities) if you are named as power of attorney on the account or, through any contract, arrangement, understanding, relationship or otherwise, you have the opportunity, directly or indirectly, to share at any time in any profit derived from a transaction in them (a “pecuniary interest”). Common indirect ownership situations include, but are not limited to:

24

Glossary Definitions – continued

Option - a security which gives the investor the right, but not the obligation, to buy or sell a specific security at a specified price within a specified time frame. For purposes of compliance with the Policy, an employee who buys/sells an option is deemed to have purchased/sold the underlying security when the option was purchased/sold. Four combinations are possible as described below.

Call Options
-	If an employee buys a call option, the employee is considered to have purchased the underlying security on the
	date the option was purchased.
-	If an employee sells a call option, the employee is considered to have sold the underlying security on the date
	the option was sold (for covered call writing, the sale of an out of the money option is not considered for
	purposes of the 60 day trading prohibition). Please note that this would not apply to covered calls on BNY
	Mellon stock as option trades are prohibited (see page 7).
Put Options
-	If an employee buys a put option, the employee is considered to have sold the underlying security on the date
	the option was purchased.
-	If an employee sells a put option, the employee is considered to have bought the underlying security on the date
	the option was sold.

25

EX-99

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Kiesha Astwood, James Bitetto, Joni Lacks Charatan, Joseph M. Chioffi, Janette E. Farragher, John B. Hammalian, Robert R. Mullery and Jeff Prusnofsky, and each of them, with full power to act without the other, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (until revoked in writing), to sign the Fund's Registration Statement on Form N-1A (and any and all amendments, including post-effective amendments, thereto), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This document hereby revokes in its entirety the Power of Attorney executed November 2^nd, 2009 by the undersigned.

Except as otherwise specifically provided herein, this Power of Attorney shall not in any manner revoke in whole or in part any power of attorney that the persons whose signatures appear below previously executed.  This Power of Attorney shall not be revoked by any subsequent power of attorney that the persons whose signatures appear below may execute, unless such subsequent power specifically provides that it revokes this Power of Attorney by referring to the date of execution of this document or specifically states that the instrument is intended to revoke all prior powers of attorney. 

SIGNATURE AND ACKNOWLEDGMENT:  In witness whereof I have hereunto signed my name on November 8, 2012

/s/ Bradley J. Skapyak Bradley J. Skapyak	President (Principal Executive Officer)
/s/ James Windels James Windels	Treasurer (Principal Financial and Accounting Officer)
/s/ Joseph S. DiMartino Joseph S. DiMartino	Board Member, Chairman of the Board

/s/ Clifford L. Alexander, Jr. Clifford L. Alexander, Jr.	Board Member
/s/ Gordon J. Davis Gordon J. Davis	Board Member
/s/ Whitney I. Gerard Whitney I. Gerard	Board Member
/s/ Nathan Leventhal Nathan Leventhal	Board Member
/s/ George L. Perry George L. Perry	Board Member
/s/ Benaree Pratt Wiley Benaree Pratt Wiley	Board Member
STATE OF NEW YORK ) ) ss COUNTY OF NEW YORK )
On November 8, 2012 before me, the undersigned, personally appeared the above-named individuals, each personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their capacities, and that by their signatures on the instrument, the individuals, or the person upon behalf of which the individuals acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Loretta Johnston Loretta Johnston Notary Public

EXHIBIT A

The Dreyfus Third Century Fund, Inc.

The Dreyfus Socially Responsible Growth Fund, Inc.

Dreyfus Opportunity Funds

--Dreyfus Natural Resources Fund

- Dreyfus Investment Portfolios:

-Core Value Portfolio

-Midcap Stock Portfolio

-Small Cap Stock Index Portfolio

-Technology Growth Portfolio

Dreyfus LifeTime Portfolios, Inc.:

-Growth and Income Portfolio

The Dreyfus Fund Incorporated

Dreyfus Short-Intermediate Government Fund

Dreyfus Premier Short-Intermediate Municipal Bond Fund

-Dreyfus Short-Intermediate Municipal Bond Fund

CitizensSelect Funds:

-CitizensSelect Prime Money Market Fund

-CitizensSelect Treasury Money Market Fund

Dreyfus Investment Grade Funds, Inc.:

-Dreyfus Inflation-Adjusted Securities Fund

-Dreyfus Intermediate Term Income Fund

-Dreyfus Short-Term Income Fund

Dreyfus Liquid Assets, Inc.

Dreyfus Worldwide Dollar Money Market Fund, Inc.

Dreyfus Institutional Preferred Money Market Funds:

-Dreyfus Institutional Preferred Money Market Fund

-Dreyfus Institutional Preferred Plus Money Market Fund

Dreyfus Institutional Cash Advantage Funds:

            -Dreyfus Institutional Cash Advantage Fund

Dreyfus Institutional Reserves Funds:

-Dreyfus Institutional Reserves Money Fund

-Dreyfus Institutional Reserves Treasury Fund

-Dreyfus Institutional Reserves Treasury Prime Fund