485BPOS

File No. 2-40341 

811-2192 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	[X]
Pre-Effective Amendment No.	[__]
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Post-Effective Amendment No. 59	[X]
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                                                                                                  and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	[X]
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Amendment No. 59	[X]
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(Check appropriate box or boxes.)

THE DREYFUS PREMIER THIRD CENTURY FUND, INC.
(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

Michael A. Rosenberg, 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)
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____ on October 1, 2008 pursuant to paragraph (b)
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____ 60 days after filing pursuant to paragraph (a)(1

____ on pursuant to paragraph (a)(1)

____ 75 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 Premier 

Third Century Fund, Inc. 

Investing in large-cap stocks that meet certain 

financial as well as social criteria 

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PROSPECTUS October 1, 2008

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Contents
The Fund
Goal/Approach	1
Main Risks	3
Past Performance	5
Expenses	6
Management	7
Financial Highlights	9
Your Investment
Shareholder Guide	12
Distributions and Taxes	21
Services for Fund Investors	22
Instructions for Regular Accounts	23
Instructions for IRAs	25
For More Information
See back cover.

The Dreyfus Premier Third Century Fund, Inc.
Ticker Symbols	Class A:	DTCAX
	Class B:	DTCBX
	Class C:	DTCCX
	Class I:	DRTCX
	Class T:	DTCTX
	Class Z:	DRTHX

The Fund

GOAL/APPROACH

The fund seeks to provide capital growth, with current income as a secondary goal. To pursue these goals, the fund invests primarily in the common stocks of companies that, in the opinion of the fund’s management, meet traditional investment standards determined as described below and conduct their business in a manner that contributes to the enhancement of the quality of life in America.

The fund’s investment strategy combines a disciplined investment process that consists of computer modeling techniques, fundamental analysis and risk management with a social investment process. In selecting stocks, the portfolio managers begin by using computer models to identify and rank stocks within an industry or sector, based on several characteristics, including:

• value, or how a stock is priced relative to its perceived intrinsic worth
• growth, in this case the sustainability or growth of earnings
• financial profile, which measures the financial health of the company

Next, based on fundamental analysis, the portfolio managers designate the most attractive of the higher ranked securities as potential purchase candidates, drawing on a variety of sources, including company management and internal as well as Wall Street research.

The portfolio managers manage risk by diversifying across companies, industries and sectors, seeking to dilute the potential adverse impact from a decline in value of any one stock, industry or sector.

The portfolio managers then evaluate each stock considered to be a potential purchase candidate, by industry or sector, to determine whether the company enhances the quality of life in America by considering its record in the areas of:

• protection and improvement of the environment and the proper use of our natural resources
• occupational health and safety
• consumer protection and product purity
• equal employment opportunity

Consistent with its consumer protection screen, the fund will not purchase shares in a company that manufactures tobacco products.

If the portfolio managers determine that a company fails to meet the fund’s social criteria, the stock will not be purchased, or if it is already owned, it will be sold as soon as reasonably possible, consistent with the best interests of the fund. If the portfolio managers’ assessment does not reveal a negative pattern of conduct in these social areas, the company’s stock is eligible for purchase or retention.

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Concept to understand

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Social screening: The portfolio managers use publicly available information, including reports prepared by “watchdog” groups and governmental agencies, as well as information obtained from research vendors, the media and the companies themselves, to assist them in the social screening process. Because there are few generally accepted standards for the portfolio managers to use in the evaluation, the portfolio managers will determine which research tools to use. The portfolio managers do not currently examine:

• corporate activities outside the U.S.
• nonbusiness activities
• secondary implications of corporate activities (such as the activities of a client or customer of the company being evaluated)

The Fund 1

GOAL/APPROACH (continued)

The portfolio managers then further examine the companies determined to be eligible for purchase, by industry or sector, and select investments from those companies the portfolio managers consider to be the most attractive based on financial considerations. If there is more than one company to choose from, the portfolio managers can select stocks of companies that they consider to have records that exhibit positive accomplishments in the fund’s areas of social concern.

The fund normally focuses on large-cap growth stocks.The portfolio managers may emphasize different types of growth-oriented stocks (such as those with pure growth characteristics or those that also have favorable value characteristics) and different market capitalizations within the large-capitalization range (such as mega cap or the low end of the large-capitalization range) as market conditions warrant.The fund also may invest in value-oriented stocks, midcap stocks and small-cap stocks. The fund also may invest in common stocks of foreign companies whose U.S. operations are evaluated in accordance with the social screens set forth above.

The fund also typically sells a stock when the portfolio managers believe there is a more attractive alternative, the stock’s valuation is excessive or there are deteriorating fundamentals, such as a loss of competitive advantage, a failure in management execution or deteriorating capital structure.

Concepts to understand

Growth companies: companies whose revenues and/or earnings are expected to grow faster than the overall market. Often, growth stocks pay little or no dividends, have relatively higher price-to-earnings, price-to-book and price-to-sales ratios, and tend to be more volatile than value stocks.

Value companies: companies that appear underpriced according to certain financial measurements of their intrinsic worth or business prospects (such as price-to-earnings or price-to-book ratios). Because a stock can remain undervalued for years, value investors often look for factors that could trigger a rise in price.

2

MAIN RISKS

The fund’s principal risks are discussed below. The value of your investment in the fund will fluctuate, sometimes dramatically, which means you could lose money.

• Market risk. The market value of a security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. A security’s market value may also decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry.
• Issuer risk. The value of a security may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s products or services.
• Social investment risk. The fund’s socially responsible investment criteria may limit the number of investment opportunities available to the fund, and as a result, at times the fund may produce more modest gains than funds that are not subject to such special investment considerations.

• Small and midsize company risk. Small and midsize companies carry additional risks because their earnings and revenues tend to be less predictable (and some companies may be experiencing significant losses), and their share prices more volatile than those of larger, more established companies.The shares of smaller companies tend to trade less frequently than those of larger, more establish ed companies, which can adversely affect the pricing of these securities and the fund’s ability to sell these securities. These companies may have limited product lines, markets or financial resources, or may depend on a limited management group. Some of the fund’s investments will rise and fall based on investor perception rather than economic factors. Other investments, including special situations, are made in anticipation of future prod ucts and services or events whose delay or cancellation could cause the stock price to drop.
• Growth stock risk. 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.

The Fund 3

MAIN RISKS (continued)

• Value stock risk. Value stocks involve the risk that they may never reach what the portfolio managers believe is their full market value, either because the market fails to recognize the stock’s intrinsic worth or the portfolio managers misgauged that worth.They also may decline in price even though in theory they are already undervalued.
• 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 companies. Special risks associated with investments in foreign companies 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.
• Foreign currency risk. Investments in foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Currency rates in foreign countries may fluctuate significantly over short periods of time. A decline in the value of foreign currencies relative to the U.S. dollar will reduce the value of securities held by the fund and denominated in those currencies.
• 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.

Other potential risks

Under adverse market conditions, the fund could invest some or all of its assets in U.S. Treasury securities and other 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 primary investment objective.

The fund may engage in short-term trading, which could produce higher transaction costs and taxable distributions and lower the fund’s after-tax performance.

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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 the 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.

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The fund may write (sell) covered call option contracts to hedge the fund’s portfolio and increase returns. There is the risk that such transactions will reduce returns or increase volatility.

The fund may purchase securities of companies in initial public offerings (IPOs). 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.

4

PAST PERFORMANCE

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The bar chart and table shown illustrate the risks of investing in the fund. The bar chart shows the changes in the performance of the fund’s Class Z shares from year to year. The table compares the average annual total returns of each of the fund’s share classes to those of the S&P 500, a broad measure of stock performance. These returns include applicable sales loads. All returns assume reinvestment of dividends and distributions. Of course, past performance (before and after taxes) is no guarantee of future results. Performance for each share class will vary from the performance of the fund’s other share classes due to differences in charges and expenses. Class Z shares generally are not available for new accounts.

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After-tax performance is shown only for Class Z shares. After-tax performance of the fund’s other share classes will vary.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 individual retirement accounts.

Year-by-year total returns as of 12/31 each year (%)

Class Z shares

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The year-to-date total return for the fund’s Class Z shares as of 6/30/08
was -8.11%.

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Average annual total returns as of 12/31/07
Share class/
inception date	1 Year	5 Years	10 Years
Class Z (3/29/72)
returns before taxes	7.56%	10.10%	2.55%
Class Z
returns after taxes
on distributions	7.49%	10.07%	1.90%
Class Z
returns after taxes
on distributions and
sale of fund shares	5.00%	8.80%	2.02%
Class A (8/31/99)
returns before taxes	1.14%	8.50%	1.74%*
Class B (8/31/99)
returns before taxes	2.38%	8.61%	1.99%*†
Class C (8/31/99)
returns before taxes	5.59%	8.99%	1.70%*
Class I (8/31/99)
returns before taxes	7.61%	10.09%	2.60%*
Class T (8/31/99)
returns before taxes	1.91%	8.36%	1.47%*
S&P 500
reflects no deduction for
fees, expenses or taxes	5.49%	12.82%	5.91%
* For the fund’s Class A, B, C, I andT shares, periods prior to 8/31/99
reflect the performance of Class Z shares adjusted to reflect any applica-
ble sales loads. Such performance figures have not been adjusted, how-
ever, to reflect applicable class fees and expenses; if such fees and expenses
had been reflected, the performance shown for Class A, B, C and T
shares for such periods may have been lower.

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^† Assumes conversion of Class B shares to Class A shares at the end of the
sixth year following date of purchase.

What this fund is — and isn’t

This fund is a mutual fund: a pooled investment that is professionally managed and gives you the opportunity to participate in financial markets. It strives to reach its stated goals, although as with all mutual funds, it cannot offer guaranteed results.

An investment in this 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. You could lose money in this fund, but you also have the potential to make money.

The Fund 5

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EXPENSES
As an investor, you pay certain fees and expenses in
connection with the fund, which are described in
the table below.
Fee table
	Class A	Class B*	Class C	Class I	Class T	Class Z
Shareholder transaction fees (fees paid from your account)
Maximum front-end sales charge on purchases
% of offering price	5.75	none	none	none	4.50	none
Maximum contingent deferred sales charge (CDSC)
% of purchase or sale price, whichever is less	none**	4.00	1.00	none	none**	none
Annual fund operating expenses (expenses paid from fund assets)
% of average daily net assets
Management fees	.75	.75	.75	.75	.75	.75
Rule 12b-1 fee	none	.75	.75	none	.25	none
Shareholder services fee	.25	.25	.25	none	.25	.09
Other expenses	.35	.37	.26	.19	.62	.17
Total	1.35	2.12	2.01	.94	1.87	1.01

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*	Class B shares of the fund are available only in connection with dividend reinvestment and permitted exchanges of Class B shares of certain other funds.
**	Shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a CDSC of 1.00% if redeemed within one year.

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Expense example
	1 Year	3 Years	5 Years	10 Years
Class A	$705	$978	$1,272	$2,105
Class B
with redemption	$615	$964	$1,339	$2,075***
without redemption	$215	$664	$1,139	$2,075***
Class C
with redemption	$304	$630	$1,083	$2,338
without redemption	$204	$630	$1,083	$2,338
Class I	$96	$300	$520	$1,155
Class T	$631	$1,011	$1,415	$2,542
Class Z	$103	$322	$558	$1,236

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***      Assumes conversion of Class B to Class A at end of the sixth year following the date of purchase.

This example shows what you could pay in expenses over time. It uses the same hypothetical conditions other funds use in their prospectuses: $10,000 initial investment, 5% total return each year and no changes in expenses. Because actual returns and expenses will be different, the example is for comparison only.

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operation.

Rule 12b-1 fee: the fee paid to the fund’s distributor for financing the sale and distribution of Class B, C and T shares. Because this fee is paid out of the fund’s assets on an ongoing basis, over time it will increase the cost of your investment and may cost you more than paying other types of sales charges.

Shareholder services fee: a fee of 0.25% paid to the fund’s distributor (which may pay third parties) for providing shareholder services to the holders of Class A, B, C and T shares and a fee of up to 0.25% paid to the fund’s distributor for providing shareholder services to the holders of Class Z shares.

Other expenses: fees paid by the fund for miscellaneous items such as transfer agency, custody, professional and registration fees. The fund also makes payments to certain financial intermediaries, including affiliates, who provide sub-administration, recordkeeping and/or sub-transfer agency services to beneficial owners of the fund.

6

MANAGEMENT

Investment adviser

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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 $308 billion in approximately 177 mutual fund portfolios. For the past fiscal year, the fund paid Dreyfus a management fee at the annual rate of 0.75% 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 semian-nual report for the fiscal period ended November 30, 2007. 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 move and manage their financial assets, operating in 34 countries and serving more than 100 markets. BNY Mellon is a leading provider of financial services for institutions, corporations and high-net-worth individuals, providing asset and wealth management, asset servicing, issuer services, and treasury services through a worldwide client-focused team. BNY Mellon has more than $23 trillion in assets under custody and administration and $1.1 trillion in assets under management, and it services more than $12 trillion in outstanding debt. Additional information is available at www.bnymellon.com.

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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.

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John R. O’Toole and Jocelin A. Reed are the fund’s co-primary portfolio managers. Mr. O’Toole has been a primary portfolio manager of the fund since December 2005. He has been employed by Dreyfus as a portfolio manager since October 1994. He also is a director and senior portfolio manager for Mellon Capital Management Corporation (Mellon Capital) (formerly, Mellon Equity Associates, LLP), an affiliate of Dreyfus, and has been employed by Mellon Bank, N.A. since 1979.

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Ms. Reed has been a primary portfolio manager of the fund since December 2005. She has been employed by Dreyfus as a portfolio manager since November 1997. She also is a director and senior portfolio manager for Mellon Capital and has been employed by Mellon Equity since 1996.

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The fund’s Statement of Additional Information (SAI) provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of fund shares.

The Fund 7

MANAGEMENT (continued)

Distributor

The fund’s distributor is MBSC Securities Corporation (MBSC), a wholly-owned subsidiary of Dreyfus. Dreyfus or MBSC may provide cash payments out of its own resources to financial intermediaries that sell shares of the 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.These additional 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 the 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 sponsorship; support for recognition programs; 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.

Code of ethics

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.The Dreyfus code of ethics restricts the personal securities transactions of its employees, and requires portfolio managers and other investment personnel to comply with the code’s preclearance and disclosure procedures.The primary purpose of the code is to ensure that personal trading by Dreyfus employees does not disadvantage any Dreyfus-managed fund.

8

FINANCIAL HIGHLIGHTS

The following tables describe the performance of each share class for the fiscal periods indicated. “Total return” shows how much an investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions.These figures 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.

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			Year Ended May 31,
Class A		2008	2007	2006	2005	2004
Per-Share Data ($):
Net asset value, beginning of period		10.05	8.48	8.19	7.93	6.84
Investment operations: Investment income (loss) — net1		.01	.02	(.02)	.002	(.04)
	Net realized and unrealized gain (loss) on investments	(.32)	1.55	.31	.26	1.13
Total from investment operations		(.31)	1.57	.29	.26	1.09
Distributions:	Dividends from investment income — net	(.02)	—	—	—	—
Net asset value, end of period		9.72	10.05	8.48	8.19	7.93
Total Return (%)3		(3.06)	18.52	3.54	3.28	15.94
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets		1.35	1.29	1.25	1.35	1.32
Ratio of net expenses to average net assets		1.354	1.29	1.25	1.354	1.32
Ratio of net investment income (loss) to average net assets		.06	.18	(.24)	.05	(.54)
Portfolio turnover rate		21.97	22.75	78.54	67.21	53.06
Net assets, end of period ($ x 1,000)		15,066	15,411	11,573	11,230	16,079
1 Based on average shares outstanding at each month end.
2 Amount represents less than $.01 per share.
3 Exclusive of sales charge.
4 Expense waivers and/or reimbursements amounted to less than .01%.
			Year Ended May 31,
Class B		2008	2007	2006	2005	2004
Per-Share Data ($):
Net asset value, beginning of period		9.45	8.04	7.83	7.64	6.65
Investment operations: Investment (loss) — net1		(.06)	(.06)	(.09)	(.06)	(.10)
	Net realized and unrealized gain (loss) on investments	(.30)	1.47	.30	.25	1.09
Total from investment operations		(.36)	1.41	.21	.19	.99
Net asset value, end of period		9.09	9.45	8.04	7.83	7.64
Total Return (%)2		(3.81)	17.54	2.68	2.49	14.89
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets		2.12	2.18	2.06	2.09	2.10
Ratio of net expenses to average net assets		2.123	2.18	2.06	2.093	2.10
Ratio of net investment (loss) to average net assets		(.74)	(.77)	(1.09)	(.74)	(1.32)
Portfolio turnover rate		21.97	22.75	78.54	67.21	53.06
Net assets, end of period ($ x 1,000)		2,202	4,762	9,415	15,503	18,072

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1	Based on average shares outstanding at each month end.
2	Exclusive of sales charge.
3	Expense waivers and/or reimbursements amounted to less than .01%.

The Fund 9

FINANCIAL HIGHLIGHTS (continued)

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		Year Ended May 31,
Class C	2008	2007	2006	2005	2004
Per-Share Data ($):
Net asset value, beginning of period	9.48	8.06	7.84	7.65	6.65
Investment operations: Investment (loss) — net1	(.06)	(.05)	(.08)	(.05)	(.09)
Net realized and unrealized gain (loss) on investments	(.29)	1.47	.30	.24	1.09
Total from investment operations	(.35)	1.42	.22	.19	1.00
Net asset value, end of period	9.13	9.48	8.06	7.84	7.65
Total Return (%)2	(3.69)	17.62	2.81	2.48	15.04
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	2.01	2.00	2.02	2.07	2.08
Ratio of net expenses to average net assets	2.00	2.00	2.02	2.073	2.08
Ratio of net investment (loss) to average net assets	(.60)	(.53)	(1.03)	(.72)	(1.30)
Portfolio turnover rate	21.97	22.75	78.54	67.21	53.06
Net assets, end of period ($ x 1,000)	2,487	3,538	2,745	3,156	3,810

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1	Based on average shares outstanding at each month end.
2	Exclusive of sales charge.
3	Expense waivers and/or reimbursements amounted to less than .01%.

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			Year Ended May 31,
Class I		20081	2007	2006	2005	2004
Per-Share Data ($):
Net asset value, beginning of period		10.23	8.60	8.28	8.06	6.94
Investment operations: Investment income (loss) — net2		.05	.05	.06	.06	(.02)
	Net realized and unrealized gain (loss) on investments	(.32)	1.58	.31	.16	1.14
Total from investment operations		(.27)	1.63	.37	.22	1.12
Distributions:	Dividends from investment income — net	(.06)	—	(.05)	—	—
Net asset value, end of period		9.90	10.23	8.60	8.28	8.06
Total Return (%)		(2.65)	18.95	4.45	2.73	16.14
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets		.94	.87	.84	.83	1.08
Ratio of net expenses to average net assets		.943	.87	.84	.833	1.08
Ratio of net investment income (loss) to average net assets		.51	.58	.66	.80	(.30)
Portfolio turnover rate		21.97	22.75	78.54	67.21	53.06
Net assets, end of period ($ x 1,000)		1,206	712	653	977	21,374

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1	Effective June 1, 2007, Class R shares were redesignated as Class I shares.
2	Based on average shares outstanding at each month end.
3	Expense waivers and/or reimbursements amounted to less than .01%.

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10

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		Year Ended May 31,
Class T	2008	2007	2006	2005	2004
Per-Share Data ($):
Net asset value, beginning of period	9.69	8.22	7.97	7.74	6.69
Investment operations: Investment (loss) — net1	(.04)	(.03)	(.05)	(.02)	(.06)
Net realized and unrealized gain (loss) on investments	(.30)	1.50	.30	.25	1.11
Total from investment operations	(.34)	1.47	.25	.23	1.05
Net asset value, end of period	9.35	9.69	8.22	7.97	7.74
Total Return (%)2	(3.51)	17.88	3.14	2.97	15.70
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	1.87	1.75	1.66	1.65	1.59
Ratio of net expenses to average net assets	1.86	1.75	1.66	1.653	1.59
Ratio of net investment (loss) to average net assets	(.46)	(.31)	(.66)	(.31)	(.81)
Portfolio turnover rate	21.97	22.75	78.54	67.21	53.06
Net assets, end of period ($ x 1,000)	418	417	593	648	764

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1	Based on average shares outstanding at each month end.
2	Exclusive of sales charge.
3	Expense waivers and/or reimbursements amounted to less than .01%.

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			Year Ended May 31,
Class Z		2008	2007	2006	2005	2004
Per-Share Data ($):
Net asset value, beginning of period		10.21	8.59	8.31	8.02	6.90
Investment operations: Investment income (loss) — net1		.04	.04	(.00)2	.03	(.02)
	Net realized and unrealized gain (loss) on investments	(.33)	1.58	.31	.26	1.14
Total from investment operations		(.29)	1.62	.31	.29	1.12
Distributions:	Dividends from investment income — net	(.04)	—	(.03)	—	—
Net asset value, end of period		9.88	10.21	8.59	8.31	8.02
Total Return (%)		(2.82)	18.86	3.74	3.62	16.23
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets		1.01	1.02	1.04	1.02	1.10
Ratio of net expenses to average net assets		1.00	1.02	1.04	1.023	1.10
Ratio of net investment income (loss) to average net assets		.40	.43	(.05)	.34	(.31)
Portfolio turnover rate		21.97	22.75	78.54	67.21	53.06
Net assets, end of period ($ x 1,000)		291,213	334,808	331,203	399,440	475,277

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1	Based on average shares outstanding at each month end.
2	Amount represents less than $.01 per share.
3	Expense waivers and/or reimbursements amounted to less than .01%.

The Fund 11

Your Investment

SHAREHOLDER GUIDE

The Dreyfus Premier Funds are designed primarily for people who are investing through a third party, such as a bank, broker-dealer or financial adviser, or in a 401(k) or other retirement plan. Third parties with whom you open a fund account may impose policies, limitations and fees which are different from those described in this prospectus. Consult a representative of your financial institution for further information.

This prospectus offers Class A, B, C, T, I and Z shares of the fund.

The fund’s Class B shares are offered only in connection with dividend reinvestment and exchanges of Class B shares of certain other funds advised by Dreyfus or by Founders Asset Management LLC (Founders), an indirect subsidiary of Dreyfus, or certain eligible shares of Dreyfus Worldwide Dollar Money Market Fund, Inc.

Your financial representative may receive different compensation for selling one class of shares than for selling another class. It is important to remember that the CDSCs and Rule 12b-1 fees have the same purpose as the front-end sales charge: to compensate the distributor for concessions and expenses it pays to dealers and financial institutions in connection with the sale of fund shares. A CDSC is not charged on shares acquired through the reinvestment of fund dividends.

Deciding which class of shares to buy: Class A, C, T, I and Z shares

The different classes of fund shares represent investments in the same portfolio of securities, but the classes are subject to different expenses and will likely have different share prices.When choosing a class, you should consider your investment amount, anticipated holding period, the potential costs over your holding period and whether you qualify for any reduction or waiver of the sales charge.

When you invest in Class A or Class T shares you generally pay an initial sales charge. Class A shares have no ongoing Rule 12b-1 fees, and Class T shares have lower ongoing Rule 12b-1 fees than Class C shares. Each class, except Class I shares, is subject to a shareholder service fee. Class I and Class Z shares are available only to limited types of investors. Please see below for more information regarding the eligibility requirements.

A more complete description of each of these classes follows. You should review these arrangements with your financial representative before determining which class to invest in.

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	Class A	Class C	Class T	Class I	Class Z
Initial sales charge	up to 5.75%	none	up to 4.50%	none	none
Ongoing distribution fee
(Rule 12b-1 fee)	none	0.75%	0.25%	none	none
Ongoing shareholder
service fee	0.25%	0.25%	0.25%	none	up to 0.25%
Contingent deferred	1% on sale of	1% on sale of	1% on sale of	none	none
sales charge	shares bought	shares held for	shares bought
	within one year	one year or less	within one year
	without an initial		without an initial
	sales charge as		sales charge as
	part of an		part of an
	investment of		investment of
	$1 million		$1 million
	or more		or more
Conversion feature	no	no	no	no	no
Recommended
purchase maximum	none	$1 million	$1 million	none	none

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12

Class A share considerations

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When you invest in Class A shares, you pay the public offering price, which is the share price, or net asset value (NAV), plus the initial sales charge that may apply to your purchase.The amount of the initial sales charge is based on the size of your investment, as the following table shows. We also describe below how you may reduce or eliminate the initial sales charge. (See “Sales charge reductions and waivers.”)

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Since some of your investment goes to pay an up-front sales charge when you purchase Class A shares, you purchase fewer shares than you would with the same investment in Class C shares. Nevertheless, you are usually better off purchasing Class A shares, rather than Class C shares, and paying an up-front sales charge if you:

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• plan to own the shares for an extended period of time, since the ongoing Rule 12b-1 fees on Class C shares may eventually exceed the cost of the up-front sales charge; and
• qualify for a reduced or waived sales charge

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If you invest $1 million or more (and are not eligible to purchase Class I shares), Class A shares will always be the most advantageous choice.

Class A sales charges
	Sales charge	Sales charge
	as a % of	as a % of
Purchase amount	offering price	NAV
Less than $50,000	5.75%	6.10%
$50,000 to $99,999	4.50%	4.70%
$100,000 to $249,999	3.50%	3.60%
$250,000 to $499,999	2.50%	2.60%
$500,000 to $999,999	2.00%	2.00%
$1 million or more*	none	none

*      No sales charge applies on investments of $1 million or more, but a contingent deferred sales charge of 1% may be imposed on certain redemptions of such shares within one year of the date of purchase.

Class T share considerations

When you invest in Class T shares, you pay the public offering price, which is the share price, or NAV, plus the initial sales charge that may apply to your purchase. The amount of the initial sales charge is based on the size of your investment.We also describe below how you may reduce or eliminate the initial sales charge. (See “Sales charge reductions and waivers.”)

The initial sales charge on Class A is higher than that of Class T. Nevertheless, you are usually better off purchasing Class A shares rather than Class T shares if you:

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• plan to own the shares for an extended period of time, since the ongoing Rule 12b-1 fees on Class T shares may eventually exceed the initial sales charge differential; or

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• invest at least $1 million, regardless of your investment horizon, because there is no initial sales charge at that level and Class A has no ongoing Rule 12b-1 fees

Since some of your investment goes to pay an up-front sales charge when you purchase ClassT shares, you purchase fewer shares than you would with the same investment in Class C shares. Nevertheless, you should consider purchasing Class T shares, rather than Class C shares, and paying an up-front sales charge if you:

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• qualify for a reduced or waived sales charge; and
• are unsure of your expected holding period

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Class T sales charges
	Sales charge	Sales charge
	as a % of	as a % of
Purchase amount	offering price	NAV
Less than $50,000	4.50%	4.70%
$50,000 to $99,999	4.00%	4.20%
$100,000 to $249,999	3.00%	3.10%
$250,000 to $499,999	2.00%	2.00%
$500,000 to $999,999	1.50%	1.50%
$1 million or more*	none	none

*      No sales charge applies on investments of $1 million or more, but a contingent deferred sales charge of 1% may be imposed on certain redemptions of such shares within one year of the date of purchase.

Your Investment 13

SHAREHOLDER GUIDE (continued)

Sales charge reductions and waivers

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To receive a reduction or waiver of your initial sales charge, you must let your financial intermediary or the fund know at the time you purchase shares that you qualify for such a reduction or waiver. If you do not let your financial intermediary or the fund know that you are eligible for a reduction or waiver, you may not receive the reduction or waiver to which you are otherwise entitled. In order to receive a reduction or waiver, you may be required to provide your financial intermediary or the fund with evidence of your qualification for the reduction or waiver, such as records regarding shares of Dreyfus Premier Funds, Dreyfus Founders Fun ds or Mellon Institutional Funds held in accounts with that financial intermediary and other financial intermediaries. Additional information regarding reductions and waivers of sales loads is available, free of charge, at www.dreyfus.com and in the fund’s SAI.

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You can reduce your initial sales charge in the following ways:

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• Rights of accumulation. You can count toward the amount of your investment your total account value in all share classes of the fund and certain other Dreyfus Premier Funds, Dreyfus Founders Funds or Mellon Institutional Funds that are sub- ject to a sales charge. For example, if you have $1 million invested in shares of certain other Dreyfus Premier Funds, Dreyfus Founders Funds or Mellon Institutional Funds that are subject to a sales charge, you can invest in Class A shares of any fund without an initial sales charge.We may terminate or change this privilege at any time on written notice.
• Letter of intent. You can sign a letter of intent, in which you agree to invest a certain amount (your goal) in the fund and certain other Dreyfus Premier Funds, Dreyfus Founders Funds or Mellon Institutional Funds over a 13-month period, and your initial sales charge will be based on your goal. A 90-day back-dated period can also be used to count previous purchases toward your goal.Your goal must be at least $50,000, and your initial investment must be at least $5,000.
  The sales charge will be adjusted if you do not meet your goal.

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• Combine with family members. You can also count toward the amount of your investment all invest- ments in certain other Dreyfus Premier Funds, Dreyfus Founders Funds or Mellon Institutional Funds, in any class of shares that is subject to a sales charge, by your spouse and your children under age 21 (family members), including their rights of accumulation and goals under a letter of intent. Certain other groups may also be permit- ted to combine purchases for purposes of reduc- ing or eliminating sales charges. (See “How to Buy Shares” in the SAI.)

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Class A shares may be purchased at NAV without payment of a sales charge by the following individuals and entities:

• full-time or part-time employees, and their family members, of Dreyfus or any of its affiliates
• board members of Dreyfus and board members of the Dreyfus Family of Funds
• full-time employees, and their family members, of financial institutions that have entered into selling agreements with the fund’s distributor
• “wrap” accounts for the benefit of clients of financial institutions, provided they have entered into an agreement with the fund’s distributor specifying operating policies and standards
• qualified separate accounts maintained by an insurance company; any state, county or city or instrumentality thereof; charitable organizations investing $50,000 or more in fund shares; and charitable remainder trusts
• qualified investors who (i) purchase Class A shares directly through the fund’s distributor, and (ii) have, or whose spouse or minor children have, beneficially owned shares and continuously maintained an open account directly through the distributor in a Dreyfus-managed fund, including the fund, or a Founders-managed fund since on or before February 28, 2006
• investors with the cash proceeds from the investor’s exercise of employment-related stock options, whether invested in the fund directly or indirectly through an exchange from a Dreyfus- managed money market fund, provided that the proceeds are processed through an entity that has entered into an agreement with the fund’s distributor specifically relating to processing stock

14

options. Upon establishing the account in the fund or the Dreyfus-managed money market fund, the investor and the investor’s spouse and minor children become eligible to purchase Class A shares of the fund at NAV, whether or not using the proceeds of the employment-related stock options
• members of qualified affinity groups who purchase Class A shares directly through the fund’s distributor, provided that the qualified affinity group has entered into an affinity agreement with the distributor
• investors who have continuously owned shares of the fund since before the imposition of a sales load

Class A and Class T shares may be purchased at NAV without payment of a sales charge by the following individuals and entities:

• employees participating in qualified or non- qualified employee benefit plans
• shareholders in Dreyfus-sponsored IRA rollover accounts funded with the distribution proceeds from qualified and non-qualified retirement plans or a Dreyfus-sponsored 403(b)(7) plan, provided that, in the case of a qualified or non-qualified retirement plan, the rollover is processed through an entity that has entered into an agreement with the fund’s distributor specifically relating to processing rollovers

Class C share considerations

Since you pay no initial sales charge, an investment of less than $1 million in Class C shares buys more shares than the same investment would in Class A or Class T shares. However, you will pay higher ongoing Rule 12b-1 fees. Over time these fees may cost you more than paying an initial sales charge on Class A or Class T shares.

Because Class A shares will always be a more favorable investment than Class C shares for investments of $1 million or more, the fund will generally not accept a purchase order for Class C shares in the amount of $1 million or more.While the fund will take reasonable steps to prevent investments of

$1 million or more in Class C shares, it may not be able to identify such investments made through certain financial intermediaries or omnibus accounts.

Class C shares redeemed within one year of purchase are subject to a 1% CDSC.

Class I share considerations

Since you pay no initial sales charge, an investment of less than $1 million in Class I shares buys more shares than the same investment would in Class A or Class T shares. There is also no CDSC imposed on purchases of Class I shares, and you do not pay any ongoing service or distribution fees.

Class I shares may be purchased by:

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• bank trust departments, trust companies and insurance companies that have entered into agreements with the fund’s distributor to offer Class I shares to their clients
• institutional investors acting in a fiduciary, ad ry, agency, custodial or similar capacity for quali- fied 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 govern- ments, and IRAs set up under Simplified Employee Pension Plans that have entered into agreements with the fund’s distributor to offer Class I shares to such plans
• law firms or attorneys acting as trustees or executors/administrators
• foundations and endowments that make an initial investment in the fund of at least $1 million
• sponsors of college savings plans that qualify for tax-exempt treatment under Section 529 of the Internal Revenue Code, that maintain an omnibus account with the fund and do not require shareholder tax reporting or 529 account support responsibilities from the fund’s distributor
• advisory fee-based accounts offered through financial intermediaries who, depending on the structure of the selected advisory platform, make Class I shares available

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Your Investment 15

SHAREHOLDER GUIDE (continued)

Class Z share considerations

Since you pay no initial sales charge, an investment of less than $1 million in Class Z shares buys more shares than the same investment would in Class A or Class T shares. There is also no CDSC imposed on purchases of Class Z shares, and you do not pay any ongoing distribution fees.

Class Z shares generally are not available to new accounts.You may purchase Class Z shares if you are a holder of an account in the fund which existed on August 30, 1999 and continues to exist at the time of the current purchase of Class Z shares.

Class B share considerations

Class B shares sold within six years of purchase are subject to the following CDSCs:

Class B sales charges
	CDSC as a % of
For shares	amount redeemed
sold in the:	subject to the charge
First year	4.00%
Second year	4.00%
Third year	3.00%
Fourth year	3.00%
Fifth year	2.00%
Sixth year	1.00%
Thereafter	none

Class B shares also are subject to an annual Rule 12b-1 fee. Class B shares convert to Class A shares (which are not subject to a Rule 12b-1 fee) approximately six years after the date they were purchased.

CDSC waivers

The CDSC on Class A, B, C and T shares may be waived in the following cases:

• permitted exchanges of shares, except if shares acquired by exchange are then redeemed within the period during which a CDSC would apply to the initial shares purchased
• redemptions made within one year of death or disability of the shareholder
• redemptions due to receiving required minimum distributions from retirement accounts upon reaching age 70 ¹/2
• redemptions of Class B or Class C shares made through the fund’s Automatic Withdrawal Plan, if such redemptions do not exceed 12% of the value of the account annually
• redemptions from qualified and non-qualified employee benefit plans

16

Buying shares

The NAV of each class 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.The fund’s investments are valued on the basis of market quotations or official closing prices. If market quotations or official closing prices are not readily available, or are determined 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), 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. 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. Using fair value to price securities 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 the fund may trade on days when the fund does not calculate its NAV and thus may affect the fund’s NAV on days when fund shareholders have no access to the fund.

Investments in foreign securities, small-capitalization equity securities and certain other thinly traded securities may provide short-term traders arbi-trage 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 arbi-trage 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 “Your Investment — Shareholder Guide — General Policies” for further information about the fund’s frequent trading policy.

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Concept to understand

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Net asset value (NAV): the market value of one share, computed by dividing the total net assets of a fund or class by its shares outstanding. The fund’s shares are offered at NAV, but Class A and Class T shares are subject to a front-end sales charge, and Class B and Class C shares generally are subject to higher annual operating expenses and a CDSC.

Your Investment 17

SHAREHOLDER GUIDE (continued)

Orders to buy and sell shares received by dealers by the close of trading on the NYSE and transmitted to the distributor or its designee by the close of its business day (normally 5:15 p.m. Eastern time) will be based on the NAV determined as of the close of trading on the NYSE that day.

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Minimum investments
	Initial	Additional
Regular accounts	$1,000	$100
Traditional IRAs	$750	no minimum*
Spousal IRAs	$750	no minimum*
Roth IRAs	$750	no minimum*
Education Savings	$500	no minimum*
Accounts

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All investments must be in U.S. dollars. Third-party checks cannot be accepted. You may be charged a fee for any check that does not clear. Maximum Dreyfus TeleTransfer purchase is $150,000 per day.

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* Minimum DreyfusTeleTransfer purchase is $100.

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Selling 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.

To keep your CDSC as low as possible, each time you request to sell shares we will first sell shares that are not subject to a CDSC, and then those subject to the lowest charge. The CDSC is based on the lesser of the original purchase cost or the current market value of the shares being sold, and is not charged on fund shares you acquired by reinvesting your fund dividends.As described above in this prospectus, there are certain instances when you may qualify to have the CDSC waived. Consult your financial representative or refer to the SAI for additional details.

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

Limitations on selling shares
by phone or online
Proceeds	Minimum	Maximum
sent by	phone/online	phone/online
Check*	no minimum	$250,000 per day
Wire	$1,000	$500,000 for joint
		accounts every 30 days/
		$20,000 per day
Dreyfus	$500	$500,000 for joint
TeleTransfer		accounts every 30 days/
		$20,000 per day

*      Not available online on accounts whose address has been changed within the last 30 days.

Written sell orders

Some circumstances require written sell orders along with signature guarantees. 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

Written sell orders of $100,000 or more must also be signature guaranteed.

A 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 signature guarantee will be processed correctly.

18

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.

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 reserves the right to:

• change or discontinue its exchange privilege, or temporarily suspend the privilege during unusu- al market conditions
• change its minimum or maximum investment amounts
• delay sending out redemption proceeds for up to seven days (generally applies only during unusu- al market conditions or in cases of very large redemptions or excessive trading)
• “redeem in kind,” or make payments in securi- ties 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.

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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.

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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, Dreyfus Founders Funds, Mellon Institutional Funds and BNY Mellon Funds, and if known, in non-affiliated 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.

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Your Investment 19

SHAREHOLDER GUIDE (continued)

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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.

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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 interme-diaries to apply their own frequent trading policy. If you are investing in fund shares through an inter-mediary (or in the case of a retirement plan, your plan sponsor), please contact the intermediary for information on the frequent trading policies applic-able to your account.

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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.The fund 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 small-capitalization equity 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 arbi-trage). 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 policy

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.

20

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

High portfolio turnover and 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 fund when 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 advisor before investing.

Your Investment 21

SERVICES FOR FUND INVESTORS

The third party through whom you purchased fund shares may impose different restrictions on these services and privileges offered by the fund, or may not make them available at all. Consult your financial representative for more information on the availability of these services and privileges.

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. You can set up most of these services with your application, or by calling your financial representative or 1-800-554-4611. Holders of Class Z shares should call 1-800-645-6561.

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For investing
Dreyfus Automatic	For making automatic investments
Asset Builder®	from a designated bank account.
Dreyfus Payroll	For making automatic investments
Savings Plan	through a payroll deduction.
Dreyfus Government	For making automatic investments
Direct Deposit	from your federal employment,
Privilege	Social Security or other regular
	federal government check.
Dreyfus Dividend	For automatically reinvesting the
Sweep	dividends and distributions from the
	fund into another Dreyfus Fund or
	certain Dreyfus Founders Funds
	or Mellon Institutional Funds
	(not available for IRAs).
For exchanging shares
Dreyfus Auto-	For making regular exchanges from
Exchange Privilege	the fund into another Dreyfus Fund
or
	certain Dreyfus Founders Funds
	or Mellon Institutional Funds.
For selling shares
Dreyfus Automatic	For making regular withdrawals
Withdrawal Plan	from most Dreyfus funds. There will
	be no CDSC on Class B or Class C
	shares, as long as the amount of any
	withdrawal does not exceed on an
	annual basis 12% of the greater of the
	account value at the time of the first
	withdrawal under the plan, or at the
	time of the subsequent withdrawal.

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Exchange privilege

You can exchange shares worth $500 or more

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(no minimum for retirement accounts) from one class of the fund into the same class of another Dreyfus Premier Fund, Dreyfus Founders Fund or Mellon Institutional Fund. You can also exchange Class T shares into Class A shares of certain Dreyfus Premier fixed-income funds and Class B shares into Class B shares of General Money Market Fund, Inc. 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 will generally have the same privileges as your original account (as long as they are available). There is currently no fee for exchanges, alt hough you may be charged a sales load when exchanging into any fund that has a higher one.

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Dreyfus TeleTransfer privilege

To move money between your bank account and your Dreyfus fund account with a phone call or online, 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 application. Shares held in an IRA or Education Savings Account may not be redeemed through the Dreyfus TeleTransfer privilege.

Reinvestment privilege

Upon written request, you can reinvest up to the number of Class A or T shares you redeemed within 45 days of selling them at the current share price without any sales charge. If you paid a CDSC, it will be credited back to your account. This privilege may be used only once.

Account statements

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

22

For More Information

The Dreyfus Premier Third Century Fund, Inc.

SEC file number: 811-2192

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 managers 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 semi-annual 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 (is legally considered part of this prospectus).

Portfolio Holdings

The fund will disclose its complete schedule of portfolio holdings, as reported on a month-end basis, at www.dreyfus.com, under Mutual Fund Center – Dreyfus Mutual Funds – Mutual Fund Total Holdings. The information will be posted with a one-month lag and will remain accessible until the fund files a report on Form N-Q or Form N-CSR for the period that includes the date as of which the information was current. In addition, fifteen days following the end of each calendar quarter, the fund will publicly disclose at www.dreyfus.com its complete schedule of portfolio holdings as of the end of such quarter.

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 1-800-554-4611 or (516) 338-3300

Holders of Class Z shares should call 1-800-645-6561

By mail Write to:

The Dreyfus Premier Family of Funds 144 Glenn Curtiss Boulevard Uniondale, NY 11556-0144

On the Internet Text-only versions of certain fund documents can be viewed online or downloaded from:

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SEC http://www.sec.gov

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Dreyfus http://www.dreyfus.com

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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 20549-0102.

 
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0035P1008

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THE DREYFUS PREMIER THIRD CENTURY FUND, INC.
CLASS A, CLASS B, CLASS C, CLASS I, CLASS T
AND CLASS Z SHARES
STATEMENT OF ADDITIONAL INFORMATION
OCTOBER 1, 2008
______________________________________________________________________________

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     This Statement of Additional Information, which is not a prospectus, supplements and should be read in conjunction with the current Prospectus of The Dreyfus Premier Third Century Fund, Inc. (the “Fund”), dated October 1, 2008, as it may be revised from time to time. To obtain a copy of the Fund’s Prospectus, please call your financial adviser, write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York, 11556-0144, visit www.dreyfus.com, or call the following numbers:

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Call Toll Free 1-800-554-4611 

(Holders of Class Z shares should call 1-800-645-6561) 

In New York City -- Call 718-895-1206 

Outside the U.S. -- Call 516-794-5452 

     The most recent Annual Report and/or Semi-Annual Report to Shareholders for the Fund are separate documents supplied with this Statement of Additional Information, 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 Statement of Additional Information.

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TABLE OF CONTENTS
	Page
Description of the Fund	2
Management of the Fund	8
Management Arrangements	13
Purchase of Shares	18
Distribution Plans and Shareholder Services Plans	25
Redemption of Shares	27
Shareholder Services	32
Determination of Net Asset Value	37
Dividends, Distributions and Taxes	38
Portfolio Transactions	40
Summary of The Proxy Voting Policy, Procedures and Guidelines of the Dreyfus Family
of Funds	44
Information About the Fund	46
Counsel and Independent Registered Public Accounting Firm	47

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DESCRIPTION OF THE FUND

     The Fund was incorporated under Delaware law on May 6, 1971 and commenced operations on March 29, 1972. On July 30, 1982, the Fund changed its state of incorporation to Maryland. The Fund is an open-end management investment company, known as a mutual fund. Prior to August 31, 1999, the Fund’s name was The Dreyfus Third Century Fund, Inc. The Fund is a diversified fund, which means that, with respect to 75% of the Fund’s total assets, the Fund will not invest more than 5% of its assets in the securities of any single issuer.

     The Dreyfus Corporation (the “Manager” or “Dreyfus”) serves as the Fund’s investment adviser.

MBSC Securities Corporation (the “Distributor”) is the distributor of the Fund’s shares.

Certain Portfolio Securities

     The following information supplements and should be read in conjunction with the Fund’s Prospectus.

     During a period when it becomes desirable to move the Fund toward a defensive position because of adverse trends in the financial markets or the economy, the Fund may invest some of or all its assets in securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities, corporate bonds, high grade commercial paper, repurchase agreements, time deposits, bank certificates of deposit, bankers’ acceptances and other short-term bank obligations issued in this country as well as those issued in dollar denominations by the foreign branches of U.S. banks, and cash or cash equivalents, without limit as to amount, as long as such investments are made in securities of eligible companies and domestic banks. The Fund also may purchase these types of securities when it has cash reserves or in anticipation of taking a market position.

     U.S. Government Securities. U.S. Government securities include a variety of U.S. Treasury Securities, 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, such as Government National Mortgage Association pass-through certificates, are supported by the full faith and credit of the U.S. Treasury; others, such as those of the Federal Home Loan Banks, by the right of the issuer to borrow from the U.S. Treasury; others, such as those issued by the Federal National Mortgage Association, by discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; and others, such as those issued by the Student Loan Marketing Association, only by the credit of the instrumentality. These securities bear fixed, floating or variable rates of interest. Principal and interest may fluctuate based on generally recognized reference rates or the relationship of rates. While the U.S. Government 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. The Fund will invest in such securities only when the Fund is satisfied that the credit risk with respect to the issuer is minimal.

     Depositary Receipts. The Fund may invest in the securities of foreign issuers in the form of American Depositary Receipts and American Depositary Shares (collectively, “ADRs”),

Global Depositary Receipts and Global Depositary Shares (collectively, “GDRs”), and other forms of depositary receipts. These securities 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 United States bank or trust company which evidence ownership of underlying securities issued by a foreign corporation. GDRs are receipts issued outside the United States typically by non-United States banks and trust companies that evidence ownership of either foreign or domestic securities. Generally, ADRs in registered form are designed for use in the United States securities markets and GDRs in bearer form are designed for use outside the United States.

     These securities 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.

     Investment Companies. The Fund may invest in securities issued by registered and unregistered investment companies. Under the Investment Company Act of 1940, as amended (the “1940 Act”), the Fund’s investment in such securities, subject to certain exceptions, currently is limited to (i) 3% of the total voting stock of any one investment company, (ii) 5% of the Fund’s total assets with respect to any one investment company and (iii) 10% of the Fund’s total assets in the aggregate. As a shareholder of another investment company, the 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. The 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. See “Lending Portfolio Securities.”

     Foreign Securities. The Fund may invest in foreign securities. 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 such securities usually are held outside the United States, by investing in foreign securities the Fund will be subject to additional risks which include possible adverse political and economic developments, seizure or nationalization of foreign deposits and adoption of governmental restrictions which 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 or otherwise. Foreign securities held by the Fund may trade on days when the Fund does not calculate its net asset value and thus may affect the Fund’s net asset value on days when investors have no access to the Fund.

     Since foreign securities often are purchased with and payable in currencies of foreign countries, the value of these assets as measured in U.S. dollars may be affected favorably or unfavorably by changes in currency rates and exchange control regulations.

     Illiquid Securities. The Fund may invest up to 15% of the value of its net assets in securities as to which a liquid trading market does not exist, provided such investments are consistent with the Fund’s investment objective. These securities may include securities that are not readily marketable, such as securities that are subject to legal or contractual restrictions on resale, repurchase agreements providing for settlement in more than seven days after notice, and certain privately negotiated, non-exchange traded options and securities used to cover such options. As to these securities, the Fund is subject to a risk that should it desire to sell them when a ready buyer is not available at a price the Fund deems representative of their value, the value of the Fund’s net assets could be adversely affected.

     Initial Public Offerings. The Fund may purchase securities of companies in initial public offerings (“IPOs”) or shortly thereafter. 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 the Financial Industry Regulatory Authority (“FINRA”) apply to the distribution of IPOs. Corporations offering IPOs generally have limited operating histories and may involve greater investment risk. The prices of these companies’ securities may be very volatile, rising and falling rapidly based, among other reasons, solely on investor perceptions rather than economic reasons.

     Repurchase Agreements. Repurchase agreements involve the acquisition by the Fund of an underlying debt instrument subject to an obligation of the seller to repurchase, and the Fund to resell, the instrument at a fixed price, usually not more than one week after its purchase. The Fund’s custodian will have custody of, and will hold in a segregated account, securities acquired by the Fund under a repurchase agreement. Repurchase agreements are considered by the staff of the Securities and Exchange Commission (the “SEC”) to be loans by the Fund. In an attempt to reduce the risk of incurring a loss on a repurchase agreement, the Fund will enter into repurchase agreements only with domestic banks with total assets in excess of one billion dollars or primary government securities dealers reporting to the Federal Reserve Bank of New York, with respect to securities of the type in which the Fund may invest, and the Fund will require that additional securities be deposited with its custodian if the value of the securities purchased should decrease below resale price. The Manager will monitor on an ongoing basis the value of the collateral to assure that it always equals or exceeds the repurchase price. Certain costs may be incurred by the Fund in connection with the sale of the securities if the seller does not repurchase them in accordance with the repurchase agreement. In addition, if bankruptcy proceedings are commenced with respect to the seller of the securities, realization on the securities by the Fund may be delayed or limited. The Fund will consider on an ongoing basis the creditworthiness of the institutions with which it enters into repurchase agreements.

     Certificates of Deposit. Certificates of deposit are negotiable certificates evidencing the obligation of a bank to repay funds deposited with it for a specified period of time.

     Time Deposits. Time deposits 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. 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.

Investment Techniques

     The following information supplements and should be read in conjunction with the Fund’s Prospectus.

     Writing and Purchasing Options. To earn additional income on its portfolio, the Fund, to a limited extent, may write covered call options on securities owned by the Fund (“covered options” or “options”) and purchase call options in order to close option transactions, as described below.

     A call option gives the purchaser of the option the right to buy, and obligates the writer to sell, the underlying security at the exercise price at any time during the option period, regardless of the market price of the security. The premium paid to the writer is the consideration for undertaking the obligations under the option contract. When a covered option is written by the Fund the Fund will make arrangements with the Fund’s custodian, to segregate the underlying securities until the option either is exercised, expires or the Fund closes out the option as described below. A covered option sold by the Fund exposes the Fund during the term of the option to possible loss of opportunity to realize appreciation in the market price of the underlying security or to possible continued holding of a security which might otherwise have been sold to protect against depreciation in the market price of the security. To limit this exposure, the value of the portfolio securities underlying covered call options written by the Fund will be limited to an amount not in excess of 20% of the value of the Fund’s net assets at the time such options are written.

     The Fund will purchase call options only to close out open positions. To close out a position, the Fund may make a “closing purchase transaction,” which involves purchasing a call option on the same security with the same exercise price and expiration date as the option which it has previously written on a particular security. The Fund will realize a profit (or loss) from a closing purchase transaction if the amount paid to purchase a call option is less (or more) than the amount received from the sale thereof.

     Borrowing Money. The Fund is permitted to borrow to the extent permitted under the 1940 Act, which permits an investment company to borrow an amount up to 33-1/3% of the value of its total assets. The Fund currently intends to borrow money only for temporary or emergency (not leveraging) purposes, in an amount up to 15% of the value of the Fund’s 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. While borrowings exceed 5% of the Fund’s total assets, the Fund will not make any additional investments.

     Lending Portfolio Securities. The Fund may lend securities from its portfolio to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions. In connection with such loans, the Fund remains the owner of the loaned securities and continues to be entitled to payments in amounts equal to the interest, dividends or other distributions payable on the loaned securities. The Fund also has the right to

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terminate a loan at any time. The Fund may call the loan to vote proxies if a material issue affecting the Fund’s investment is to be voted upon. Loans of portfolio securities may not exceed 33-1/3% of the value of the Fund’s total assets (including the value of all assets received as collateral for the loan). The Fund will receive collateral consisting of cash, 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. The Fund may participate in a securities lending program operated by The Bank of New York Mellon , as lending agent (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 Manager to be of good financial standing. In a loan transaction, the Fund will also bear the risk of any decline in value of securities acquired with cash collateral. The 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.

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Other Investment Considerations and Risks

     The following information supplements and should be read in conjunction with the Fund’s Prospectus.

     The Fund’s objectives and special considerations (social screens), as described in the Fund’s Prospectus, cannot be changed without approval by the holders of a majority, as defined in the 1940 Act, of the Fund’s outstanding voting shares. The Fund’s Board may 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, but the Board may not change the four existing special considerations described in the Prospectus without shareholder approval.

     The Board will review new portfolio acquisitions in light of the Fund’s special concerns at their next regular meeting. While the Board will disqualify a company evidencing a pattern of conduct that is inconsistent with the Fund’s special standards, the Board need not disqualify a company on the basis of incidents that, in the Board’s judgment, do not reflect the company’s policies and overall current level of performance in the areas of special concern to the Fund. The performance of companies in the areas of special concern is reviewed regularly to determine their continued eligibility.

     The Fund’s Board may, to a limited extent, authorize the purchase of securities of foreign companies which have not been declared eligible for investment (“ineligible securities”) in order to facilitate the purchase of securities of other foreign companies which are contributing or will contribute to the enhancement of the quality of life in America and which have been declared eligible for investment (“eligible securities”). Certain countries have limited, either permanently or temporarily, the ability of foreigners to purchase shares of their domestic companies, shares which are already owned outside the country or shares which may be obtained through the sale of shares of other companies located in the same country which are owned outside that country. Accordingly, the Fund may purchase ineligible securities so that these securities may be sold or

redeemed in the country of origin, and the proceeds thus received used for the purchase of eligible securities.

     Otherwise ineligible securities purchased for this limited purpose would be held in the Fund’s portfolio for a maximum of 60 days in order to enable the Fund to have sufficient time to provide for the transportation of the securities and their sale or redemption. Most transactions of this type, however, are expected to be completed in a much shorter period. Furthermore, such investments are limited, as a fundamental policy, in the aggregate, to a maximum of 2% of the net assets of the Fund at the time of investment. Engaging in these transactions will result in additional expense to the Fund in the form of brokerage commissions incurred in the purchase and sale of the ineligible security. Finally, the Fund’s Board would authorize investments in ineligible securities only for the purpose of facilitating the purchase of securities of a specific eligible company.

Investment Restrictions

     The Fund has adopted investment restrictions numbered 1 through 4 and 6 through 16 as fundamental policies. These restrictions cannot be changed without approval by the holders of a majority, as defined in the 1940 Act, of the Fund’s outstanding voting shares. Investment restrictions numbered 5, 17 and 18 are not fundamental policies and may be changed by vote of a majority of the Fund’s Board members at any time.

     1. The Fund’s special considerations described in the Fund’s Prospectus will not be changed without stockholder approval. The Board may from time to time without stockholder 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 stockholder approval.

     2. The Fund may not 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 United States Government or any instrumentality thereof).

     3. The Fund may not 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. The Fund may not 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. See also Investment Restriction No. 10.

     5. The Fund may not purchase securities of other investment companies, except to the extent permitted under the 1940 Act.

     6. The Fund may not purchase or retain the securities of any issuer if officers or Board members of the Fund or of its investment adviser, 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.

     7. The Fund may not 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 Investment Restriction No. 18 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.

     8. The Fund may not 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).

     9. The Fund may not 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 Investment Restriction, 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 Fund’s Board.

10. The Fund may not act as an underwriter of securities of other issuers.

     11. 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.

     12. The Fund may not 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.

     13. The Fund may not 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.

     14. The Fund may not 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.

     15. The Fund may not 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.

     16. 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.

     17. The Fund may not pledge, mortgage, hypothecate or otherwise encumber its assets, except to the extent necessary to secure permitted borrowings.

     18. The Fund may not 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.

     If a percentage restriction is adhered to at the time of investment, a later increase or decrease in percentage resulting from a change in values or assets will not constitute a violation of that restriction.

MANAGEMENT OF THE FUND

     The Fund’s Board is responsible for the management and supervision of the Fund, and approves all significant agreements with those companies that furnish services to the Fund. These companies are as follows:

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The Dreyfus Corporation	Investment Adviser
MBSC Securities Corporation	Distributor
Dreyfus Transfer, Inc	Transfer Agent
The Bank of New York Mellon	Custodian

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     Board members of the Fund, together with information as to their positions with the Fund, principal occupations and other Board memberships and affiliations, are shown below.

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Board Members of the Fund1
Name (Age)	Principal Occupation
Position With Fund (Since)	During Past 5 Years	Other Board Memberships and Affiliations
Joseph S. DiMartino (64)	Corporate Director	The Muscular Dystrophy Association,
Chairman of the Board (1995)	and Trustee	Director
		Century Business Services, Inc., a provider of
		outsourcing functions for small and medium
		size companies, Director
		The Newark Group, a provider of a national
		market of paper recovery facilities,
		paperboard mills and paperboard converting
		plants, Director
		Sunair Services Corporation, a provider of

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1

None of the Board members are “interested persons” of the Fund, as defined in the 1940 Act.

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Name (Age)	Principal Occupation
		certain outdoor-related services to homes
		and businesses, Director
Clifford L. Alexander, Jr. (74)	President of Alexander	Mutual of America Life Insurance Company,
Board Member (1981)	& Associates, Inc., a	Director
	management
	consulting firm
	(January 1981–
	present)
David W. Burke (72)	Corporate Director	John F. Kennedy Library Foundation,
Board Member (2003)	and Trustee	Director
Whitney I. Gerard (73)	Partner of Chadbourne &None
Board Member (2003)	Parke LLP
George L. Perry (74)	Economist and Senior	None
Board Member (2003)	Fellow at Brookings
	Institution

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     Board members are elected to serve for an indefinite term. The Fund has standing audit, nominating and compensation committees, each comprised of its Board members who are not “interested persons” of the Fund, as defined in the 1940 Act. The function of the audit committee is (i) to oversee the Fund’s accounting and financial reporting processes and the audits of the Fund’s financial statements and (ii) to assist in the Board’s oversight of the integrity of the Fund’s financial statements, the Fund’s compliance with legal and regulatory requirements and the independent registered public accounting firm’s qualifications, independence and performance. The Fund’s nominating committee is responsible for selecting and nominating persons as members of the Board for election or appointment by the Board and for election by shareholders. In evaluating potential nominees, including any nominees recommended by shareholders, the committee takes into consideration various factors listed in the nominating committee charter, including character and integrity, business and professional experience, and whether the committee believes the person has the ability to apply sound and independent business judgment and would act in the interest of the Fund and its shareholders. The nominating committee will consider recommendations for nominees from shareholders submitted to the Secretary of the Fund, c/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 8^th Floor East, New York, New York 10166, which includes information regarding the recommended nominee as specified in the nominating committee charter. The function of the compensation committee is to establish the appropriate compensation for serving on the Board. The Fund also has a standing pricing committee comprised of any one Board member.

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The function of the pricing committee is to assist in valuing the Fund’s investments. The audit committee met four times and the compensation committee met once during the fiscal year ended May 31, 2008. The nominating and pricing committees had no meetings during the last fiscal year.

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     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, 2007.

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		Aggregate Holding of
		Funds in the Dreyfus
		Family of Funds for
	The Dreyfus Premier	which Responsible as a
Name of Board Member	Third Century Fund, Inc.	Board Member
Joseph S. DiMartino	None	Over $100,000
Clifford L. Alexander, Jr.	None	Over $100,000
David W. Burke	None	Over $100,000
Whitney I. Gerard	None	Over $100,000
George L. Perry	None	None

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     As of December 31, 2007, none of the Board members or their immediate family members owned securities of the Manager, the Distributor or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Manager or the Distributor.

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     Effective July 1, 2007, the Fund pays its Board members its allocated portion of an annual retainer of $80,000 and a fee of $10,000 per in-person meeting ($1,000 per telephone meeting) attended for the Fund and fourteen other funds (comprised of 27 portfolios) in the Dreyfus Family of Funds (with a minimum of $5,000 per in-person meeting if the meeting is for fewer than all of such other funds), and reimburses them for their expenses. Prior to July 1, 2007, the annual retainer and per meeting attendance fee were $60,000 and $7,500, respectively (with a minimum of $500 per in-person meeting and per telephone meeting attended). The Chairman of the Board receives an additional 25% of such compensation. 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 fee of one-half the amount paid to Board members. The aggregate amount of compensation paid to each Board member by the Fund for the fiscal year ended May 31, 2008, and by all funds in the Dreyfus Family of Funds for which such person is a Board member (the number of portfolios of such funds is set forth in parenthesis next to each Board member’s total compensation) for the year ended December 31, 2007, was as follows:

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	Aggregate	Total Compensation From
	Compensation From	the Fund Complex Paid to
Name of Board Member	the Fund*	Board Member**
Joseph S. DiMartino	$965	$ 819,865

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		Aggregate	Total Compensation From
		Compensation From	the Fund Complex Paid to
	Name of Board Member	the Fund*	Board Member**
			(196)
Clifford L. Alexander, Jr.		$772	$235,000
			(67)
Lucy Wilson Benson+		$495	$111,661
			(35)
David W. Burke		$786	$347,479
			(105)
Whitney I. Gerard		$786	$120,783	(35)
Arthur A. Hartman++		$250	$41,750
			(33)
George L. Perry		$772	$115,500
			(33)
*	Amount does not include the cost of office space, secretarial services and health benefits for the Chairman and
	expenses reimbursed to Board members for attending Board meetings, which in the aggregate amounted to
	$3,039.
**	Represents the number of separate portfolios comprising the investment companies in the Fund Complex,
	including the Fund, for which the Board members serve.
+	Emeritus Board member as of August 25, 2007.
++	Emeritus Board member as of March 12, 2006.

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Officers of the Fund

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J. DAVID OFFICER, President since December 2006. Chief Operating Officer, Vice Chairman and a director of the Manager, and an officer of 76 investment companies (comprised of 157 portfolios) managed by the Manager. He is 60 years old and has been an employee of the Manager since April 1, 1998.

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PHILLIP N. MAISANO, Executive Vice President since July 2007. Chief Investment Officer, Vice Chair and a director of the Manager, and an officer of 76 investment companies (comprised of 157 portfolios) managed by the Manager. Mr. Maisano also is an officer and/or board member of certain other investment management subsidiaries of The Bank of New York Mellon Corporation (“BNY Mellon”), each of which is an affiliate of the Manager. He is 61 years old and has been an employee of the Manager since November 2006. Prior to joining the Manager, Mr. Maisano served as Chairman and Chief Executive Officer of EACM Advisors, an affiliate of the Manager, since August 2004, and served as Chief Executive Officer of Evaluation Associates, a leading institutional investment consulting firm, from 1998 until 2004.

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MICHAEL A. ROSENBERG, Vice President and Secretary since August 2005.

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Assistant General Counsel of BNY Mellon, and an officer of 77

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investment companies (comprised of 174 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since October 1991.

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JAMES WINDELS, Treasurer since November 2001. Director – Mutual Fund Accounting of the Manager, and an officer of 77 investment companies (comprised of 174 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since April 1985.

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JAMES BITETTO, Vice President and Assistant Secretary since August 2005. Senior Counsel of BNY Mellon and Secretary of the Manager, and an officer of 77 investment companies (comprised of 174 portfolios) managed by the Manager. He is 42 years old and has been an employee of the Manager since December 1996.

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JONI LACKS CHARATAN, Vice President and Assistant Secretary since August 2005. Senior Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 174 portfolios) managed by the Manager. She is 52 years old and has been an employee of the Manager since October 1988.

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JOSEPH M. CHIOFFI, Vice President and Assistant Secretary since August 2005. Senior Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 174 portfolios) managed by the Manager. He is 46 years old and has been an employee of the Manager since June 2000.

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JANETTE E. FARRAGHER, Vice President and Assistant Secretary since August 2005. Assistant General Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 174 portfolios) managed by the Manager. She is 45 years old and has been an employee of the Manager since February 1984.

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JOHN B. HAMMALIAN, Vice President and Assistant Secretary since August 2005. Managing Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 174 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since February 1991.

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ROBERT R. MULLERY, Vice President and Assistant Secretary since August 2005. Managing Counsel of BNY Mellon, and an officer of 77 investment companies (comprising 174 portfolios) managed by the Manager. He is 56 years old and has been an employee of the Manager since May 1986.

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JEFF PRUSNOFSKY, Vice President and Assistant Secretary since August 2005. Managing Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 174 portfolios) managed by the Manager. He is 43 years old and has been an employee of the Manager since October 1990.

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GAVIN C. REILLY, Assistant Treasurer since December 2005. Tax Manager of the Investment Accounting and Support Department of the Manager, and an officer of 77 investment companies (comprised of 174 portfolios) managed by the Manager. He is 39 years old and has been an employee of the Manager since April 1991.

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RICHARD S. CASSARO, Assistant Treasurer since January 2008. Senior Accounting Manager-Money Market and Municipal Bond Funds of the Manager, and an officer of 77 investment companies (comprised of 174 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since 1982.

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ROBERT S. ROBOL, Assistant Treasurer since August 2003. Senior Accounting Manager –Money Market and Municipal Bond Funds of the Manager, and an officer of 77 investment companies (comprised of 174 portfolios) managed by the Manager. He is 44 years old and has been an employee of the Manager since October 1988.

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ROBERT SALVIOLO, Assistant Treasurer since July 2007. Senior Accounting Manager -Equity Funds of the Manager, and an officer of 174 investment companies (comprised of 77 portfolios) managed by the Manager. He is 41 years old and has been an employee of the Manager since June 1989.

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ROBERT SVAGNA, Assistant Treasurer since December 2002. Senior Accounting Manager –Equity Funds of the Manager, and an officer of 77 investment companies (comprised of 174 portfolios) managed by the Manager. He is 41 years old and has been an employee of the Manager since November 1990.

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WILLIAM GERMENIS, Anti-Money Laundering Compliance Officer since October 2002. Vice President and Anti-Money Laundering Compliance Officer of the Distributor, and the Anti-Money Laundering Compliance Officer of 73 investment companies (comprised of 170 portfolios) managed by the Manager. He is 37 years old and has been an employee of the Distributor since October 1998.

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JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004. Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (77 investment companies, comprised of 174 portfolios). From November 2001 through March 2004, Mr.

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Connolly was first Vice-President, Mutual Fund Servicing for Mellon Global Securities Services. In that capacity, Mr. Connolly was responsible for managing Mellon’s Custody, Fund Accounting and Fund Administration services to third-party mutual fund clients. He is 51 years old and has served in various capacities with the Manager since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.

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     The address of each Board member and officer of the Fund is 200 Park Avenue, New York, New York 10166.

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     The Fund’s Board members and officers, as a group, owned less than 1% of the Fund’s shares outstanding on September 12, 2008. See “Information About the Fund” for a list of shareholders known by the Fund to own of record 5% or more of the Fund’s outstanding voting securities as of September 12, 2008.

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MANAGEMENT ARRANGEMENTS

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     Investment Adviser. The Manager is a wholly-owned subsidiary of BNY Mellon, a global financial services company focused on helping clients move and manage their financial assets, operating in 34 countries and serving

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more than 100 markets. BNY Mellon is a leading provider of financial services for institutions, corporations and high-net-worth individuals, providing asset and wealth management, asset servicing, issuer services, and treasury services through a worldwide client-focused team.

     The Manager provides investment advisory services pursuant to the Management Agreement (the “Agreement”) between the Manager and the Fund. The Agreement is subject to annual approval by (i) the Fund’s Board or (ii) vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, provided that in either event the continuance also is approved by a majority of the Board members who are not “interested persons” (as defined in the 1940 Act) of the Fund or the Manager, by vote cast in person at a meeting called for the purpose of voting on such approval. The Agreement is terminable without penalty, on 60 days’ notice, by the Fund’s Board or by vote of the holders of a majority of the Fund’s shares, or, upon not less than 90 days’ notice, by the Manager. The Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).

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     The following persons are officers and/or directors of the Manager: Jonathan Little, Chair of the Board; Jonathan Baum, Chief Executive Officer and a director; J. Charles Cardona, President and a director; Diane P. Durnin, Vice Chair and a director; Phillip N. Maisano, Chief Investment Officer, Vice Chair and a director; J. David Officer, Chief Operating Officer, Vice Chair and a director; Dwight Jacobsen, Executive Vice President; Patrice M. Kozlowski, Senior Vice President-Corporate Communications; Jill Gill, Vice President-Human Resources; Anthony Mayo, Vice President -Information Systems; Theodore A. Schachar, Vice President-Tax; John E. Lane, Vice President; Jeanne M. Login, Vice President; Gary Pierce, Controller; Joseph W. Connolly, Chief Compliance Officer; James Bitetto, Secretary; and Mitchell E. Harris, Ronald P. O’Hanley III and Scott E. Wennerholm, directors.

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     BNY Mellon and its affiliates may have deposit, loan and commercial banking or other relationships with the issuers of securities purchased by the Fund. The Manager has informed the Fund that in making its investment decisions it does not obtain or use material inside information that BNY Mellon or its affiliates may possess with respect to such issuers.

     The Manager maintains office facilities on behalf of the Fund, and furnishes statistical and research data, clerical help, accounting, data processing, bookkeeping and internal auditing and certain other required services to the Fund. The Manager may pay the Distributor for shareholder services from the Manager’s own assets, including past profits but not including the management fee paid by the Fund. The Distributor may use part or all of such payments to pay certain financial institutions (which may include banks); securities dealers (“Selected Dealers”) and other industry professionals (collectively, “Service Agents”) in respect of these services. The Manager also may make such advertising and promotional expenditures, using its own resources, as it from time to time deems appropriate.

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     The Fund, the Manager and the Distributor each has a Code of Ethics that permits its personnel, subject to such Code of Ethics, to invest in securities, including securities that may be held by the Fund. The Code of Ethics subjects the personal securities transactions of the Manager’s employees to various restrictions to ensure that such trading does not disadvantage any fund advised by the Manager . In that regard, portfolio managers and other investment personnel of the Manager must preclear and report their personal securities transactions and holdings, which are reviewed

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for compliance with the Code of Ethics, and are also subject to the oversight of BNY Mellon’s Investment Ethics Committee (the “Committee”). Portfolio managers and other investment personnel who comply with the preclearance and disclosure procedures of Code of Ethics and the requirements of the Committee 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.

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     Portfolio Management. The Manager manages the Fund’s investments in accordance with the stated policies of the Fund, subject to the approval of the Fund’s Board. The Manager provides the Fund with portfolio managers who are authorized by the Board to execute purchases and sales of securities. The Fund’s portfolio managers are John R. O’Toole and Jocelin A. Reed. Each portfolio manager is an employee of Dreyfus and Mellon Capital Management Corporation (“MCM”) (formerly Mellon Equity Associates LLP ). The Manager maintains research departments with professional staffs of portfolio managers and securities analysts who provide research services for the Fund and for other funds advised by the Manager.

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     Portfolio Manager Compensation. The portfolio managers’ cash compensation is comprised primarily of a market-based salary and an incentive compensation plan (annual and long term incentive). The portfolio managers are compensated by MCM and not by the Fund. Funding for the MCM Annual Incentive Plan and Long Term Incentive Plan is through a pre-determined fixed percentage of overall company profitability. Therefore, all bonus awards are based initially on MCM’s performance. The investment professionals are eligible to receive annual cash bonus awards from the incentive compensation plan. Annual awards are granted in March for the prior calendar year. Individual awards for investment professionals are discretionary, based on product performance, goals established at the beginning of each calendar year and a subjective evaluation of the portfolio managers’ contribution to the overall investment process. Also considered in determining individual awards are team participation and general contributions to MCM.

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     All portfolio managers are also eligible to participate in the MCM Long Term Incentive Plan. This plan provides for an annual award, payable in deferred cash that cliff vests after three years, with an interest rate equal to the average year over year earnings growth of MCM (capped at 20% per year). Management has discretion with respect to actual participation and award size.

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     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.

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     Additional Information about Portfolio Managers. The following table lists the number and types of other accounts advised by the Fund’s primary portfolio managers and assets under management in those accounts as of May 31, 2008:

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		Registered
		Investment
		Company	Assets	Pooled	Assets	Other	Assets
	Portfolio Manager	Accounts	Managed	Accounts	Managed	Accounts	Managed
John R. O’Toole		4	$715.3	3	$83.1	15*	$419.9
			million		million		million
Jocelin A. Reed		6	$475.7	3	$ 163.8	23**	$855.6
			million		million		million
*	The advisory fee for four of these accounts, which have total assets of approximately $34.5 million, is
	based on the performance of the respective account.
**	The advisory fee for one of these accounts, which has total assets of approximately $38.4 million, is
	based on the performance of the account.

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     The dollar range of Fund shares beneficially owned by the primary portfolio managers is as follows as of the end of the Fund’s fiscal year:

	Dollar Range of Fund
Portfolio Manager	Shares Beneficially Owned
John R. O’Toole	None
Jocelin A. Reed	None

     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 Dreyfus’ management of the 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 Dreyfus may be perceived as causing accounts it manages to participate in an offering to increase Dreyfus’ overall allocation of securities in that offering, or to increase Dreyfus’ 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 Dreyfus may have an incentive to allocate securities that are expected to increase in value to preferred accounts. Initial public offerings, in particular, are frequently of very limited availability. 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 Dreyfus. Dreyfus periodically reviews 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, Dreyfus could be viewed as having a conflict of interest to the extent that Dreyfus 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 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.

     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.

     Conflicts of interest similar to those described above arise when portfolio managers are employed by a sub-investment adviser or are dual employees of the Manager and an affiliated entity and such portfolio managers also manage Other Accounts.

     Dreyfus’ goal is to provide high quality investment services to all of its clients, while meeting Dreyfus’ fiduciary obligation to treat all clients fairly. Policies and procedures have been implemented, including brokerage and trade allocation policies and procedures, that Dreyfus believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, Dreyfus monitors a variety of areas, including compliance with Fund guidelines, the allocation of IPOs, and compliance with the firm’s Code of Ethics. Furthermore, senior investment and business personnel at Dreyfus periodically review the performance of the portfolio managers for Dreyfus-managed funds.

     Expenses. All expenses incurred in the operation of the Fund are borne by the Fund, except to the extent specifically assumed by the Manager. The expenses borne by the Fund include: organizational costs, taxes, interest, loan commitment fees, interest and distributions on securities sold short, brokerage fees and commissions, if any, fees of Board members who are not officers, directors, employees or holders of 5% or more of the outstanding voting securities of the Manager, or any affiliate of the Manager, SEC fees, state Blue Sky qualification fees, advisory fees, charges of custodians, transfer and dividend disbursing agents’ fees, certain insurance premiums, industry association fees, outside auditing and legal expenses, costs of maintaining the Fund’s existence, costs of independent pricing services, costs attributable to investor services (including, without limitation, telephone and personnel expenses), cost of shareholders’ reports and meetings, costs of preparing, printing and distributing certain prospectuses and statements of additional information, and any extraordinary expenses. In addition, Class B, Class C and Class T shares are subject to an annual distribution fee and Class A, Class B, Class C, Class T and Class Z shares are subject to an annual service fee. See “Distribution Plans and Shareholder Services Plans.”

     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 Agreement. 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 Agreement.

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     As compensation for the Manager’s services to the Fund, under the Agreement the Fund has agreed to pay the Manager a fee payable monthly at an annual rate of .75 of 1% of the Fund’s average daily net assets. For the fiscal years ended May 31, 2006, 2007 and 2008 the Fund paid the Manager pursuant to the Agreement a fee of $ 3,014,309, $2,648,868 and $2,441,053, respectively.

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     The aggregate of the fees payable to the Manager is not subject to reduction as the value of the Fund’s net assets increases.

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     Distributor. The Distributor, a wholly-owned subsidiary of the Manager, located at 200 Park Avenue, New York, New York 10166, serves as the Fund’s distributor on a best efforts basis pursuant to an agreement with the Fund which is renewable annually. The Distributor also acts as distributor for the other funds in the Dreyfus Family of Funds, BNY Mellon Funds Trust and Mellon Institutional Funds. Before June 30, 2007, the Distributor was known as “Dreyfus Service Corporation.”

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     The Distributor compensates Service Agents for selling Class A shares and Class T shares subject to a contingent deferred sales charge (“CDSC”), and Class C shares at the time of purchase from its own assets. The Distributor also compensated certain Service Agents for selling Class B shares at the time of purchase from its own assets when the Funds offered Class B shares; the Fund no longer offers Class B shares except in connection with dividend reinvestment and permitted exchanges. The proceeds of the CDSC and fees pursuant to the Fund’s Distribution Plans (described below), in part, are used to defray the expenses incurred by the Distributor in connection with the sale of the applicable Class of Fund shares. The Distributor also may act as a Service Agent and retain sales loads and CDSCs and Distribution Plan fees. For purchases of Class A shares and Class T shares subject to a CDSC, the Distributor generally will pay Service Agents on new investments made through such Service Agents compensation of up to 1% of the amount invested. The Distributor generally will pay Service Agents 1% on new investments of Class C shares made through such Service Agents, and generally paid Service Agents 4% on new investments of Class B shares made through such Service Agents, of the net asset value of such shares purchased by their clients. With respect to Fund Class B shares issued to shareholders in exchange for shares originally issued by a series of The Bear Stearns Funds (the “Acquired Fund”), the proceeds of any CDSC and fees pursuant to a Distribution Plan are payable to the Acquired Fund’s former distributor to defray the expenses it incurred in connection with the sale of such shares when originally issued by the Acquired Fund.

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     The amounts retained on the sale of the Fund’s shares by the Distributor from sales loads and from CDSCs, as applicable, with respect to the Fund’s Class A, Class B, Class C and Class T shares, are set forth below:

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	Fiscal Year Ended	Fiscal Year Ended	Fiscal Year Ended
Class of Fund	May 31,	May 31,	May 31,
	2006	2007	2008
Class A	$ 2,968	$ 3,759	$ 4,324
Class B	$34,782	$18,482	$ 4,962
Class C	$ 298	$ 509	$ 359

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Class T  $ 17  $ 17  $ 10 

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     The Distributor may pay Service Agents that have entered into agreements with the Distributor a fee based on the amount invested through such Service Agents in Fund shares by employees participating in 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 (“Retirement Plans”), or other programs. The term “Retirement Plans” does not include IRAs, IRA “Rollover Accounts” or IRAs set up under a Simplified Employee Pension Plan (“SEP-IRAs”). 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 the Fund, including from 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.

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     The Manager or the Distributor may provide cash payments out of its own resources to financial intermediaries that sell shares of the Fund or provide other services. Such payments are separate from any 12b-1 fees or other expenses paid by the Fund to those Service Agents. 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 certain 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 Agents. Cash compensation also may be paid from the Manager's or the Distributor's own resources to Service Agents for inclusion of the 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, the Manager 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 sponsorship; support for recognition programs; and other forms of cash or non-cash compensation permissible under broker-dealer regulations. In some cases, these payments may create an incentive for a Service Agent to recommend or sell shares of the Fund to you. Please contact your Service Agent for details about any payments they may receive in connection with the sale of Fund shares or the provision of services to the Fund.

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     Transfer and Dividend Disbursing Agent and Custodian. Dreyfus Transfer, Inc. (the “Transfer Agent”), a wholly-owned subsidiary of the Manager, located at 200 Park Avenue, New York, New York 10166, is the Fund’s transfer and dividend disbursing agent. Under a transfer agency agreement with the Fund, the Transfer Agent arranges for the maintenance of shareholder account records for the Fund, the handling of certain communications between shareholders and the Fund and the payment of dividends and distributions payable by the Fund. For these services, the Transfer Agent receives a monthly fee computed on the basis of the number of shareholder accounts it maintains for the Fund during the month, and is reimbursed for certain out-of-pocket expenses.

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     The Bank of New York Mellon (the “Custodian”), an affiliate of the Manager, located at One Wall Street,

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New York, New York 10286, acts as custodian of the Fund’s investments. The Custodian has no part in determining the investment policies of the Fund or which securities are to be purchased or sold by the Fund. Under a custody agreement with the Fund, the Custodian holds the 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 the Fund’s assets held in custody and receives certain securities transaction charges.

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HOW TO BUY SHARES

     General. Class A, Class C and Class T shares may be purchased only by clients of certain Service Agents, including the Distributor. Subsequent purchases may be sent directly to the Transfer Agent or your Service Agent. You will be charged a fee if an investment check is returned unpayable. Stock certificates are issued only upon your written request. No certificates are issued for fractional shares.

     The Fund reserves the right to reject any purchase order. The Fund will not establish an account for a “foreign financial institution”, as that term is defined in Department of the Treasury rules implementing section 312 of the USA PATRIOT Act of 2001. 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 a currency dealer or exchanger or a money transmitter.

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     As of June 1, 2006 (the “Effective Date”), Class B shares of the Fund are offered only in connection with dividend reinvestment and exchanges of Class B shares of certain other funds advised by Dreyfus , by Founders Asset Management LLC (“Founders”), an affiliate of the Manager, or shares of Dreyfus Worldwide Dollar Money Market Fund, Inc. held in an Exchange Account (as defined under “Shareholder Services—Fund Exchanges”) as a result of a previous exchange of Class B shares. No new or subsequent investments, including through automatic investment plans, are allowed in Class B shares of the Fund, except through dividend reinvestment to permitted exchanges. If you hold Class B shares and make a subsequent investment in Fund shares, unless you specify the Class of shares you wish to purchase, such subsequent investment will be made in Class A shares and will be subject to any applicable sales load. For Class B shares outstanding on the Effective Date and Class B shares acquired upon reinvestment of dividends, all Class B share attributes, including associated CDSC schedules, conversion to Class A features and Distribution Plan and Shareholder Services Plan fees, will continue in effect.

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     Class I shares are offered only to (i) bank trust departments , trust companies and insurance companies that have entered into agreements with the Distributor to offer Class I shares to their clients, (ii) institutional investors acting in a fiduciary, advisory, agency, custodial or similar capacity for Retirement Plans, and SEP-IRAs (Class I shares may be purchased for a Retirement Plan or SEP-IRA only by a custodian, trustee, investment manager or other entity authorized to act on behalf of such Retirement Plan or SEP-IRA

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that has entered into an agreement with the Distributor to offer Class I shares to such Retirement Plan or SEP-IRA), (iii) law firms or attorneys acting as trustees or executors/administrators, (iv) foundations and endowments that make an initial investment in the Fund of at least $1 million, (v) sponsors of college savings plans that qualify for tax-exempt treatment under Section 529 of the Internal Revenue Code that maintain an omnibus account with the Fund and do not require shareholder tax reporting or 529 account support responsibilities from the Distributor, and (vi) advisory fee-based accounts offered through financial intermediaries who, depending on the structure of the selected advisory platform, make Class I shares available. In addition, certain funds offer Class I shares to additional types of investors and/or have investors in Class I who are “grandfathered” and may continue to purchase Class I shares of the particular Fund for their existing accounts (whether or not they would otherwise be eligible to do so). Institutions effecting transactions in Class I shares for the accounts of their clients may charge their clients direct fees in connection with such transactions.

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     Class Z shares are offered to holders of those Fund accounts which existed on August 30, 1999 and continue to exist at the time of purchase. In addition, certain broker-dealers and other financial institutions maintaining accounts with the Fund on August 30, 1999 may open new accounts in Class Z of the Fund on behalf of Retirement Plans and “wrap accounts” or similar programs.

     When purchasing Fund shares, you must specify which Class is being purchased. Your Service Agent can help you choose the share class that is appropriate for your investment. The decision as to which Class of shares is most beneficial to you depends on a number of factors, including the amount and the intended length of your investment in the Fund. Please refer to the Fund’s Prospectus for further discussion of those factors.

     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. Management understands that some Service Agents may impose certain conditions on their clients which are different from those described in the Fund’s Prospectus and this Statement of Additional Information, and, to the extent permitted by applicable regulatory authority, may charge their clients direct fees. As discussed under “Management Arrangements-Distributor,” Service Agents may receive revenue sharing payments from the Manager or the Distributor. The receipt of such payments could create an incentive for a Service Agent to recommend or sell shares of the Fund instead of other mutual funds where such payments are not received. Please contact your Service Agent for details about any payments they may receive in connection with the sale of Fund shares or the provision of services to the Fund.

     For Class A, C, I, T and Z shares of the Fund, the minimum initial investment is $1,000. Subsequent investments must be at least $100. However, the minimum initial investment is $750 for Dreyfus-sponsored Keogh Plans, IRAs (including regular IRAs, spousal IRAs for a non-working spouse, Roth IRAs, SEP-IRAs and rollover IRAs) and 403(b)(7) Plans with only

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one participant, and $500 for Dreyfus-sponsored Education Savings Accounts, with no minimum for subsequent purchases. The initial investment must be accompanied by the Account Application. For full-time or part-time employees of the Manager or any of its affiliates or subsidiaries who elect to have a portion of their pay directly deposited into their Fund accounts, the minimum initial investment is $50. Fund shares are offered without regard to the minimum initial investment requirements to Board members of a fund advised by the Manager, including members of the Fund’s Board, who elect to have all or a portion of their compensation for serving in that capacity automatically invested in the Fund. Fund shares are offered without regard to minimum initial or subsequent investment requirements to investors purchasing Fund shares through wrap account programs or other fee-based programs. The Fund reserves the right to offer Fund shares without regard to minimum purchase requirements 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. The Fund reserves the right to vary further the initial and subsequent investment minimum requirements at any time.

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     The minimum initial investment through an exchange for Class B shares of the Fund is $1,000. Subsequent exchanges for Class B shares of the Fund must be at least $500.

     The Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) imposes various limitations on the amount that may be contributed to certain Retirement Plans. These limitations apply with respect to participants at the plan level and, therefore, do not directly affect the amount that may be invested in the Fund by a Retirement Plan. Participants and plan sponsors should consult their tax advisers for details.

     Class A, C, I, T and Z shares of the Fund also may be purchased through Dreyfus-Automatic Asset Builder®, Dreyfus Payroll Savings Plan and Dreyfus Government Direct Deposit Privilege described under “Shareholder Services.” These services enable you to make regularly scheduled investments and may provide you with a convenient way to invest for long-term financial goals. You should be aware, however, that periodic investment plans do not guarantee a profit and will not protect an investor against loss in a declining market.

     Fund shares are sold on a continuous basis. Net asset value per share of each class is determined as of the close of trading on the floor of the New York Stock Exchange (usually 4:00 p.m., Eastern time), on each day the New York Stock Exchange is open for regular business. For purposes of determining net asset value per share, certain options may be valued 15 minutes after the close of trading on the floor of the New York Stock Exchange. Net asset value per share of each Class is computed by dividing the value of the Fund’s net assets represented by such Class (i.e., the value of its assets less liabilities) by the total number of shares of such Class outstanding. The Fund’s investments are valued based on market value or, where market quotations are not readily available, based on fair value as determined in good faith by the Fund’s Board. For further information regarding the methods employed in valuing the Fund’s investments, see “Determination of Net Asset Value.”

     If an order is received in proper form by the Transfer Agent or other entity authorized to receive orders on behalf of the Fund by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m., Eastern time) on a regular business day, Fund shares will be purchased at the public offering price determined as of the close of trading on the floor of the New York Stock Exchange on that day. Otherwise, Fund shares will be purchased at the public

offering price determined as of the close of trading on the floor of the New York Stock Exchange on the next regular business day, except where shares are purchased through a dealer as provided below.

     Orders for the purchase of Fund shares received by dealers by the close of trading on the floor of the New York Stock Exchange on any business day and transmitted to the Distributor or its designee by the close of its business day (normally 5:15 p.m., Eastern time) will be based on the public offering price per share determined as of the close of trading on the floor of the New York Stock Exchange on that day. Otherwise, the orders will be based on the next determined public offering price. It is the dealer’s responsibility to transmit orders so that they will be received by the Distributor or its designee before the close of its business day. For certain institutions that have entered into agreements with the Distributor, payment for the purchase of Fund shares 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.

     Class A Shares. The public offering price for Class A shares is the net asset value per share of that Class plus a sales load as shown below:

	Total Sales Load*
	As a % of	As a % of	Dealers’
	offering	net asset	reallowance as a
	price per	value per	% of
Amount of Transaction	share	share	offering price
Less than $50,000	5.75	6.10	5.00
$50,000 to less than
$100,000	4.50	4.70	3.75
$100,000 to less than $250,000
	3.50	3.60	2.75
$250,000 to less than $500,000
	2.50	2.60	2.25
$500,000 to less than
$1,000,000	2.00	2.00	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.

     A CDSC of 1% will be assessed at the time of redemption of Class A shares purchased without an initial sales charge as part of an investment of at least $1,000,000 and 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. See “Management Arrangements-Distributor.”

     Class A or Class T Shares Offered at Net Asset Value. Full-time employees of member firms of the 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 net asset value, without a sales load, provided that 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 net asset value. In addition, Class A shares are offered at net asset value to full-time or part-time employees of the Manager or any of its affiliates or subsidiaries, directors of the Manager, Board members of a fund advised by the Manager, including members of the Fund’s Board, or the spouse or minor child of any of the foregoing.

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     Set forth below is an example of the method of computing the offering price of the Fund’s Class A shares. The example assumes a purchase of Class A shares of the Fund aggregating less than $50,000, subject to the schedule of sales charges set forth above at a price based upon the net asset value of the Fund’s Class A shares on May 31, 2008:

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NAV per share	$ 9.72
Per Share Sales Charge - 5.75% of offering price
(6.10% of net asset value per share)	$ .59
Per Share Offering Price to Public	$ 10.31

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     Class T Shares. The public offering price for Class T shares is the net asset value per share of that Class plus a sales load as shown below:

		Total Sales Load*
				Dealers’
		As a % of	As a % of	reallowance
		offering price	net asset value	as a % of
Amount of Transaction		per share	per share	offering price
Less than $50,000		4.50	4.70	4.00
$50,000 to less than $100,000		4.00	4.20	3.50
$100,000 to less than $250,000		3.00	3.10	2.50
$250,000 to less than $500,000		2.00	2.00	1.75
$500,000 to less than $1,000,000		1.50	1.50	1.25
$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.

     A CDSC of 1.00% will be assessed at the time of redemption of Class T shares purchased without an initial sales charge as part of an investment of at least $1,000,000 and redeemed within one year of purchase. The Distributor may pay Service Agents an amount up to 1% of the net asset value of Class T shares purchased by their clients that are subject to a CDSC. See “Management Arrangements-Distributor.” Because the expenses associated with Class A shares will be lower than those associated with Class T shares, purchasers investing $1,000,000 or more in the Fund will generally find it beneficial to purchase Class A shares rather than Class T shares.

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     Set forth below is an example of the method of computing the offering price of the Fund’s Class T shares. The example assumes a purchase of Class T shares of the Fund aggregating less than $50,000, subject to the schedule of sales charges set forth above at a price based upon the net asset value of the Fund’s Class T shares on May 31, 2008:

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NAV per share	$9.35
Per Share Sales Charge – 4.50% of offering price
(4.70% of net asset value per share)	$ .44
Per Share Offering Price to Public	$ 9.79

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     Dealers’ Reallowance -- Class A and Class T Shares. The dealer reallowance provided with respect to Class A and Class T shares may be changed from time to time but will remain the same for all dealers.

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     Sales Loads -- Class A and Class T shares. The scale of sales loads applies to purchases of Class A and Class T shares made by any “purchaser,” which term includes an individual and/or spouse purchasing securities for his, her or their own account or for the account of any 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 Internal Revenue 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 Internal Revenue Code); or an organized group which has been in existence for more than six

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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.

     Class A and Class T shares are offered at net asset value without a sales load to employees participating in Retirement Plans. Class A and Class T shares also may be purchased (including by exchange) at net asset value without a sales load for Dreyfus-sponsored IRA “Rollover Accounts” with the distribution proceeds from a Retirement Plan or a Dreyfus-sponsored 403(b)(7) plan, provided that, in the case of a Retirement Plan, the rollover is processed through an entity that has entered into an agreement with the Distributor specifically relating to processing rollovers. Upon establishing the Rollover account in the Fund the shareholder becomes eligible to make subsequent purchases of Class A or Class T shares of the Fund at net asset value in such account.

     Class A shares may be purchased at net asset value without a sales load through certain broker-dealers and other financial institutions which have entered into an agreement with the Distributor, which includes a requirement that such shares be sold for the benefit of clients participating in a “wrap account” or a similar program under which such clients pay a fee to such broker-dealer or other financial institution.

     Class A shares also may be purchased at net asset value, without a sales load, subject to appropriate documentation, by (i) qualified separate accounts maintained by an insurance company pursuant to the laws of any State or territory of the United States, (ii) a State, county or city or instrumentality thereof, (iii) a charitable organization (as defined in Section 501(c)(3) of the Internal Revenue Code) investing $50,000 or more in Fund shares, and (iv) a charitable remainder trust (as defined in Section 501(c)(3) of the Internal Revenue Code).

     Class A shares may be purchased at net asset value without a sales load by qualified investors who (i) purchase Class A shares directly through the Distributor, and (ii) have, or whose spouse or minor children have beneficially owned shares and continuously maintained an open account directly through the Distributor in a Dreyfus-managed fund, including the Fund, or a Founders-managed fund on or before February 28, 2006.

     Class A shares may be purchased at net asset value without a sales load with the cash proceeds from an investor’s exercise of employment-related stock options, whether invested in the Fund directly or indirectly through an exchange from a Dreyfus-managed money market fund, provided that the proceeds are processed through an entity that has entered into an agreement with the Distributor specifically relating to processing stock options. Upon establishing the account in the Fund or Dreyfus-managed money market fund, the investor and the investor’s spouse or minor children become eligible to purchase Class A shares of the Fund at net asset value, whether or not using the proceeds of the employment-related stock options.

     Class A shares may be purchased at net asset value without a sales load by members of qualified affinity groups who purchase Class A shares directly through the Distributor, provided that the qualified affinity group has entered into an affinity agreement with the Distributor.

     Right of Accumulation—Class A and Class T Shares. Reduced sales loads apply to any purchase of Class A and T shares by you and any related “purchaser” as defined above, where

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the aggregate investment including such purchase is $50,000 or more. If, for example, you previously purchased and still hold shares of a Fund, or shares of certain other funds advised by the Manager, or Founders, or shares of certain Mellon Institutional Funds, that are subject to a front-end sales load or a CDSC or shares acquired by a previous exchange of such shares (hereinafter referred to as “Eligible Funds”), or combination thereof, with an aggregate current market value of $40,000 and subsequently purchase Class A or Class T shares of such Fund having a current value of $20,000, the sales load applicable to the subsequent purchase would be reduced to 4.50% of the offering price in the case of Class A shares or 4.00% of the offering price in the case of Class T shares. All present holdings of Eligible Funds may be combined to determine the current offering price of the aggregate investment in ascertaining the sales load applicable to each subsequent purchase.

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     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.

     Class B Shares. Class B shares of the Fund are offered only in connection with dividend reinvestment and permitted exchanges of Class B shares of certain other funds. The public offering price for such Class B shares is the net asset value per share of that Class. No initial sales charge is imposed at the time of dividend reinvestment or exchange. A CDSC is imposed on certain redemptions of Class B shares as described in the Fund’s Prospectus and in this Statement of Additional Information under “How to Redeem Shares—Contingent Deferred Sales Charge—Class B Shares.”

     Approximately six years after the date of purchase, Class B shares automatically will convert to Class A shares, based on the relative net asset values for shares of each such Class. Class B shares of a Fund that have been acquired through the reinvestment of dividends and distributions will be converted on a pro rata basis together with other Class B shares, in the proportion that a shareholder’s Class B shares converting to Class A shares bears to the total Class B shares held by the shareholder, excluding shares acquired through the reinvestment of the Fund’s dividends and distributions. Class B shares of the Fund acquired by shareholders in exchange for Class B shares originally issued by the Acquired Fund before December 1, 2003 are subject to different CDSCs and conversion to Class A schedules. See “How to Redeem Shares –Contingent Deferred Sales Charge–Class B Shares.”

     Class C Shares. The public offering price for Class C shares is the net asset value 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 “Class B Shares” above and “How to Redeem Shares.”

     Class I and Class Z Shares. The public offering price for Class I and Class Z shares is the net asset value per share of the respective Class.

     Dreyfus TeleTransfer Privilege. You may purchase Class A, C, I, T and Z 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 Automated Clearing House member (“ACH”) may be so designated.

     Dreyfus TeleTransfer purchase orders may be made at any time. If purchase orders are received by 4:00 p.m., Eastern time, on any day that the Transfer Agent and the New York Stock Exchange 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 4:00 p.m., Eastern time, on any day the Transfer Agent and the New York Stock Exchange are open for regular business, or made on Saturday, Sunday or any Fund holiday (e.g., when the New York Stock Exchange is not open for business), Fund shares will be purchased at the share price determined on the next bank business day following such purchase order. To qualify to use 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. See “How to Redeem Shares—Dreyfus TeleTransfer Privilege.”

     Reopening an Account. 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.

DISTRIBUTION PLANS AND SHAREHOLDER SERVICES PLANS

     Class B, Class C and Class T shares are each subject to a Distribution Plan and Class A, Class B, Class C, Class T and Class Z shares are each subject to a Shareholder Services Plan.

     Distribution Plans. Rule 12b-1 (the “Rule”) adopted by the SEC under the 1940 Act 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. The Fund’s Board has adopted such a plan with respect to the Fund’s Class B and Class C shares (the “Class B and Class C Distribution Plan”) pursuant to which the Fund pays the Distributor for distributing each such Class of shares a fee at the annual rate of 0.75% of the value of the average daily net assets of Class B and Class C shares. The Fund’s Board believes that there is a reasonable likelihood that the Class B and Class C Distribution Plan will benefit the Fund and holders of its Class B and Class C shares.

     The Fund’s Board has also adopted a plan pursuant to the Rule with respect to Class T shares (the “Class T Distribution Plan”) pursuant to which the Fund pays the Distributor for distributing the Fund’s Class T shares a fee at the annual rate of 0.25% of the value of the average daily net assets of Class T shares. The Fund’s Board believes that there is a reasonable likelihood that the Class T Distribution Plan will benefit the Fund and holders of its Class T shares.

     The Distributor may pay one or more Service Agents in respect of advertising, marketing and other distribution services for Class A and Class T shares, and determines the amounts, if any, to be paid to Service Agents and the basis on which such payments are made.

     A quarterly report of the amounts expended under the Class B and Class C Distribution Plan and the Class T Distribution Plan, and the purposes for which such expenditures were incurred, must be made to the Board for its review. In addition each Distribution Plan provides that it may not be amended to increase materially the costs which holders of the Fund’s Class B, Class C or Class T shares may bear pursuant to the respective Distribution Plan without the approval of the holders of such shares and that other material amendments of the Distribution Plans must be approved by the Fund’s 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 Distribution Plans or in any agreements entered into in connection with the Distribution Plans, by vote cast in person at a meeting called for the purpose of considering such amendments. Each Distribution Plan is subject to annual approval by such vote cast in person at a meeting called for the purpose of voting on the Distribution Plan. As to the relevant Class of shares, the Distribution Plan may be terminated at any time by vote of a majority of the Board members who are not “interested persons” and have no direct or indirect financial interest in the operation of the Distribution Plan or in any agreements entered into in connection with the Distribution Plan or by vote of the holders of a majority of such Class of shares.

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     For the fiscal year ended May 31, 2008, the Fund paid the Distributor $22,369 and $23,918, with respect to Class B and Class C shares, respectively, pursuant to the Class B and Class C Distribution Plan, and $1,017 for Class T shares pursuant to the Class T Distribution Plan.

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     Shareholder Services Plans. The Fund has adopted a Shareholder Services Plan with respect to its Class A, Class B, Class C and Class T shares (the “Class A, Class B, Class C and Class T Shareholder Services Plan”) pursuant to which the Fund pays the Distributor for the provision of certain services to the holders of the Fund’s Class A, Class B, Class C and Class T shares a fee at the annual rate of 0.25% of the value of the average daily net assets of each such Class. The services provided 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 such shareholder accounts. Under the Class A, Class B, Class C and Class T Shareholder Services Plan, the Distributor may make payments to Service Agents in respect of these services.

     The Fund has also adopted a Shareholder Services Plan with respect to its Class Z shares (the “Class Z Shareholder Services Plan”), pursuant to which the Fund reimburses the Distributor an amount not to exceed an annual rate of 0.25% of the value of the Fund’s average daily net assets with respect to Class Z shares for certain allocated expenses with respect to servicing and/or maintaining shareholder accounts.

     A quarterly report of the amounts expended under the Class A, Class B, Class C and Class T Shareholder Services Plan and the Class Z Shareholder Services Plan, and the purposes for which such expenditures were incurred, must be made to the Board for its review. In addition, each Shareholder Services Plan provides that material amendments must be approved by the Fund’s 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 Shareholder Services Plan or in any agreements entered into in connection with the Shareholder Services Plan, by vote cast in person at a meeting called for the purpose of considering such amendments. Each Shareholder Services Plan is subject to annual approval by such vote cast in person at a meeting called for the purpose of voting on the Shareholder Services Plan. As to the

relevant Class of shares, the Shareholder Services Plan is terminable at any time by vote of a majority of the Board members who are not “interested persons” and who have no direct or indirect financial interest in the operation of the Shareholder Services Plan or in any agreements entered into in connection with the Shareholder Services Plan.

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     For the fiscal year ended May 31, 2008, the Fund paid the Distributor $234,563 with respect to Class Z shares, pursuant to the Class Z Shareholder Services Plan and $ 37,745, $7,456, $7,973 and $1,017, with respect to Class A, Class B, Class C and Class T shares, respectively, pursuant to the Class A, Class B, Class C and Class T Shareholder Services Plan.

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HOW TO REDEEM SHARES

     General. The 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, the Fund may delay sending the redemption proceeds for up to eight business days after the purchase of such shares. In addition, the Fund will reject requests to redeem shares by wire, telephone, online or pursuant to the Dreyfus TeleTransfer Privilege, for a period of up to eight 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 may not be redeemed until the Transfer Agent has received your Account Application.

     If you hold Fund shares of 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.

     Procedures. You may redeem Fund shares by using the regular redemption procedure through the Transfer Agent, or through the Telephone Redemption Privilege, which is granted automatically unless you specifically refuse it by checking the applicable “No” box on the Account Application. The Telephone Redemption Privilege may be established for an existing account by a separate signed Shareholder Services Form or by oral request from any of the authorized signatories on the account by calling 1-800-554-4611. (Holders of Class Z shares should call 1-800-645-6561.) You also may redeem shares through the Wire Redemption Privilege or the Dreyfus TeleTransfer Privilege 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. If you are a client of certain Selected Dealers, you can also redeem Fund shares through the Selected Dealer. Other redemption procedures may be in effect for clients of certain Service Agents and institutions. The Fund makes available to certain large institutions the ability to issue redemption instructions through compatible computer facilities. The Fund reserves the right to refuse any request made by telephone, including requests made shortly after a change of address, and may limit the amount involved or the number of such requests. The Fund may modify or terminate any redemption privilege at any time or charge a service fee upon notice to shareholders. No such fee currently is contemplated.

Shares held under Keogh Plans, IRAs, or other retirement plans, and shares for which certificates have been issued, are not eligible for the Wire Redemption, Telephone Redemption or Dreyfus TeleTransfer Privilege.

     The Telephone Redemption Privilege, the Wire Redemption Privilege, Dreyfus TeleTransfer Privilege or Telephone Exchange Privilege authorizes the Transfer Agent to act on telephone instructions (including 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. 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 to request a redemption or an 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 Fund’s net asset value may fluctuate.

     Contingent Deferred Sales Charge--Class B Shares. A CDSC payable to the Distributor is imposed on any redemption of Class B shares which reduces the current net asset value of your Class B shares to an amount which is lower than the dollar amount of all payments by you for the purchase of Class B shares of the Fund held by you at the time of redemption. No CDSC will be imposed to the extent that the net asset value of the Class B shares of the Fund redeemed does not exceed (i) the current net asset value of Class B shares of the Fund acquired through reinvestment of Fund dividends or capital gain distributions, plus (ii) increases in the net asset value of your Class B shares above the dollar amount of all your payments for the purchase of Class B shares of the Fund held by you at the time of redemption.

     If the aggregate value of Class B 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 net asset value rather than the purchase price.

     In circumstances where the CDSC is imposed, the amount of the charge will depend on the number of years from the time you purchased the Class B shares until the time of redemption of such shares. Solely for purposes of determining the number of years from the time of any payment for the purchase of Class B shares, all payments during a month will be aggregated and deemed to have been made on the first day of the month.

     The following table sets forth the rates of the CDSC and the conversion to Class A schedule for Class B shares of the Fund, except for certain Class B shares issued in exchange for shares originally issued by the Acquired Fund described below:

		CDSC as a % of
	Year After	Amount Invested or
	Purchase Payment	Redemption Proceeds
	Was Made	(whichever is less)
	First	4.00
Second		4.00
Third		3.00
Fourth		3.00
Fifth		2.00
Sixth		1.00*
	* These Class B shares will automatically convert into Class A shares approximately six
	years after the date of purchase.

     The following table sets forth the rates of the CDSC payable to the Acquired Fund’s former distributor and the conversion to Class A schedule for Class B shares of the Fund issued in exchange for Class B shares originally issued by the Acquired Fund before December 1, 2003:

	CDSC as a % of
Year After	Amount Invested or
Purchase Payment	Redemption Proceeds
Was Made	(whichever is less)
First	5.00
Second	4.00
Third	3.00
Fourth	3.00
Fifth	2.00
Sixth	1.00
Seventh	0.00
Eighth	0.00**
** These Class B shares will automatically convert into Class A shares at the end of the
calendar quarter that is eight years after the initial purchase of the Class B shares of the
Acquired Fund (applies to such Class B shares originally issued by the Acquired Fund
before December 1, 2003).

     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 B shares of the Fund acquired pursuant to the reinvestment of Fund dividends and distributions; then of amounts representing the increase in net asset value of Class B shares above the total amount of payments for the purchase of Class B shares made during the preceding six years (or eight years for certain shares issued in exchange for shares originally issued by the Acquired Fund); 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 Fund shares through the reinvestment of Fund dividends. During the second year after the purchase the investor decided to redeem $500 of the investment. Assuming at the time of the redemption the net asset value 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 4% (the applicable rate in the second year after purchase) for a total CDSC of $9.60.

     Contingent Deferred Sales Charge--Class C Shares. 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. The basis for calculating the payment of any such CDSC will be the method used in calculating the CDSC for Class B shares. See “Contingent Deferred Sales Charge--Class B Shares” above.

     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 Internal Revenue Code, of the shareholder, (b) redemptions by employees participating in Retirement Plans, (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 Internal Revenue Code, and (e) redemptions pursuant to the Automatic Withdrawal Plan, as described below. If the 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 Statement of Additional Information 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 a Selected Dealer. If you are a customer of a Selected Dealer, you may make redemption requests to your Selected Dealer. If the Selected Dealer transmits the redemption request so that it is received by the Transfer Agent prior to the close of trading on the floor of the New York Stock Exchange (usually 4:00 p.m., Eastern time), the redemption request will be effective on that day. If a redemption request is received by the Transfer Agent after the close of trading on the floor of the New York Stock Exchange, the redemption request will be effective on the next business day. It is the responsibility of the Selected Dealer to transmit a request so that it is received in a timely manner. The proceeds of the redemption are credited to your account with the Selected Dealer. See “How to Buy Shares” for a discussion of additional fees that may be imposed on redemption.

     In addition, the Distributor or its designee will accept orders from Selected Dealers with which the Distributor has sales agreements for the repurchase of shares held by shareholders. Repurchase orders received by dealers by the close of trading on the floor of the New York Stock Exchange on any business day and transmitted to the Distributor or its designee prior to

the close of its business day (usually 5:15 p.m., Eastern time) are effected at the price determined as of the close of trading on the floor of the New York Stock Exchange on that day. Otherwise, the shares will be redeemed at the next determined net asset value. It is the responsibility of the Selected Dealer to transmit orders on a timely basis. The Selected Dealer may charge the shareholder a fee for executing the order. This repurchase arrangement is discretionary and may be withdrawn at any time.

     Reinvestment Privilege. Upon written request, you may reinvest up to the number of Class A or Class T shares you have redeemed, within 45 days of redemption, at the then-prevailing net asset value 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.

     Telephone Redemption Privilege. You may request by telephone that redemption proceeds (maximum $250,000 per day) be paid by check and mailed to your address.

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     Wire Redemption Privilege. By using this Privilege, you authorize the Transfer Agent to act on telephonic, 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, the Fund will initiate payment for shares redeemed pursuant to this Privilege on the next business day after receipt if the Transfer Agent receives the redemption request in proper form. 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 a correspondent bank if your bank is not a member of the Federal Reserve System. Holders of jointly registered Fund or bank accounts may have redemption proceeds of only up to $250,000 wired within any 30-day period. 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.

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     To change the commercial bank or account designated to receive wire 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 “Stock Certificates; Signatures.”

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     Dreyfus TeleTransfer Privilege. You may request by telephone or online that redemption proceeds (minimum $500 per day) be transferred between your Fund account and your bank account. 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. Holders of jointly registered Fund or bank accounts may redeem through the Dreyfus TeleTransfer Privilege for transfer to their bank account only up to $250,000 within any 30-day period. Shares held in an IRA or Educational Savings Account may not be redeemed through the Dreyfus TeleTransfer Privilege. See “How to Buy Shares – Dreyfus TeleTransfer Privilege.”

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     Stock Certificates; Signatures. Any stock certificates representing Fund shares to be redeemed must be submitted with the redemption request. A fee may be imposed to replace lost or stolen stock certificates, or certificates that were never received. Written redemption requests must be signed by each shareholder, including each owner of a joint account, and each signature must be guaranteed. Signatures on endorsed certificates submitted for redemption also must be guaranteed. The Transfer Agent has adopted standards and procedures pursuant to which signature-guarantees in proper form generally will be accepted from domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations, as well as from participants in the New York Stock Exchange Medallion Signature Program, the Securities Transfer Agents Medallion Program (“STAMP”) and the Stock Exchanges Medallion Program. Guarantees must be signed by an authorized signatory of the guarantor and “Signature-Guaranteed” should appear with the signature. 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 the telephone number for your share class listed on the cover.

     Redemption Commitment. The Fund has committed itself to pay in cash all redemption requests by any 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 in excess of such amount, the Fund’s Board reserves the right to make 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 portfolio of the Fund. If the recipient sold 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 New York Stock Exchange is closed (other than customary weekend and holiday closings), (b) when trading in the markets the Fund normally 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 net asset value is not reasonably practicable, or (c) for such other periods as the SEC by order may permit to protect the Fund’s shareholders.

SHAREHOLDER SERVICES

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     Fund Exchanges. You may purchase, in exchange for shares of the Fund, shares of the same Class of another fund in the Dreyfus Premier Family of Funds, shares of the same Class of certain funds advised by Founders, shares of the same Class of certain Mellon Institutional Funds, or shares of certain other funds in the Dreyfus Family of Funds, and, with respect to Class T shares of the Fund, Class A shares of certain Dreyfus Premier fixed-income funds, to the extent such shares are offered for sale in your state of residence. Shares of the same class of such funds purchased by exchange will be purchased on the basis of relative net asset value per share as follows:

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A.      Exchanges for shares of funds that are 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.
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”), provided that, 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.

     As of the Effective Date, you also may exchange your Class B shares for Class B shares of General Money Market Fund, Inc. (the “General Fund”), a money market fund advised by the Manager. The shares so purchased will be held in a special account created solely for this purpose (“Exchange Account”). Exchanges of shares from an Exchange Account only can be made into Class B shares of funds in the Dreyfus Premier Family of Funds or certain funds advised by Founders. 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 taking into account the time such shares were held in the General Fund’s Exchange Account. In addition, the time Class B shares are held in the General Fund’s Exchange Account will be taken into account for purposes of calculating when such shares convert to Class A shares. If your Class B shares are held in the General Fund’s Exchange Account at the time such shares are scheduled to convert to Class A shares, you will receive Class A shares of the General Fund. Prior to the Effective Date, shareholders were permitted to exchange their Class B shares for shares of Dreyfus Worldwide Dollar Money Market Fund, Inc. (“Worldwide Dollar Fund”), and such shares were held in an Exchange Account. Shareholders who held shares of Worldwide Dollar Fund in an Exchange Account on the Effective Date may continue to hold those shares and upon redemption from the Exchange Account or other applicable fund account, the applicable CDSC and conversion to Class A schedule will be calculated, except for Fund shares issued in exchange for shares originally issued by the Acquired Fund, without regard to the time such shares were held in Worldwide Dollar Fund’s Exchange Account; for Fund shares issued in exchange for shares originally issued by the Acquired Fund, the applicable CDSC and conversion to Class A schedule will be calculated taking into account the time such shares were held in the Worldwide Dollar Fund Exchange

Account. Exchanges of shares from an Exchange Account in Worldwide Dollar Fund only can be made into Class B shares of funds in the Dreyfus Premier Family of Funds, certain funds advised by Founders and the General Fund. See “How to Redeem Shares.” Redemption proceeds for Exchange Account shares are paid by Federal wire or check only. Exchange Account shares also are eligible for the Auto-Exchange Privilege, and the Automatic Withdrawal Plan.

     To request an exchange, you or your Service Agent acting on your behalf must give exchange instructions to the Transfer Agent in writing, by telephone or online. The ability to issue exchange instructions by telephone 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. 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 amount involved or the number of exchanges permitted. Shares issued in certificate form are not eligible for telephone or online exchanges. No fees currently are charged shareholders directly in connection with exchanges, although the Fund reserves 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.

     To establish a personal retirement plan by exchange, shares of the fund being exchanged must have a value of at least the minimum initial investment required for the fund into which the exchange is being made.

     During times of drastic economic or market conditions, the Fund may suspend Fund Exchanges temporarily without notice and treat exchange requests based on their separate components -- redemption 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 net asset value but the purchase order would be effective only at the net asset value next determined after the fund being purchased receives the proceeds of the redemption, which may result in the purchase being delayed.

     Exchanges of Class I 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.

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     Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange Privilege permits you to purchase (on a semi-monthly, monthly, quarterly or annual basis), in exchange for shares of the Fund, shares of the same Class of another fund in the Dreyfus Premier Family of Funds, shares of the same Class of certain funds advised by Founders, shares of the same Class of certain Mellon Institutional Funds, or shares of the same Class of another fund of which you are a shareholder (including for Class B shares of the General Fund held in an Exchange Account) as described above under “Fund Exchanges.” Shares will be exchanged on the basis of relative net asset value as described above under “Fund Exchanges.” Enrollment in or modification or cancellation of this Privilege is effective three business days following notification by you. You will be notified if your account falls below the amount designated to be exchanged under this Privilege. In this case, your account will fall to zero unless additional investments are made in excess of the designated amount prior to the next Auto-Exchange transaction. Shares held under

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IRA and other 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 all other retirement accounts, exchanges may be made only among those accounts.

     Fund Exchanges and Dreyfus Auto-Exchange Privilege are available to shareholders resident in any state in which the fund being acquired may legally be sold. Shares may be exchanged only between fund accounts having identical names and other identifying designations.

     Shareholder Services Forms and prospectuses of the other funds may be obtained by calling 1-800-554-4611 (holders of Class Z shares should call 1-800-645-6561) or visiting www.dreyfus.com. The Fund reserves the right to reject any exchange request in whole or in part. The Fund Exchanges service or Dreyfus Auto-Exchange Privilege may be modified or terminated at any time upon notice to shareholders.

     Dreyfus-Automatic Asset Builder®. Dreyfus-Automatic Asset Builder permits you to purchase Class A, C, I, T or Z 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 Government Direct Deposit Privilege. Dreyfus Government Direct Deposit Privilege enables you to purchase Class A, C, I, T and Z 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.

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     Dreyfus Dividend Options. Dreyfus Dividend Sweep allows you to invest automatically your dividends or dividends and capital gain distributions, if any, from Class A, C, I, T or Z shares of the Fund in shares of the same Class of another fund in the Dreyfus Premier Family of Funds, shares of the same Class of certain funds advised by Founders, shares of the same Class of certain Mellon Institutional Funds, or shares of certain other funds in the Dreyfus Family of Funds, and, with respect to Class T shares of the Fund, in Class A shares of certain Dreyfus Premier fixed-income funds, of which you are a shareholder (including for Class B shares of the General Fund held in an Exchange Account). Shares of other funds purchased pursuant to this privilege will be purchased on the basis of relative net asset value per share as follows:

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A.	Dividends and distributions paid by a fund may be invested without a sales load in shares of other funds that are offered without a sales load.
B.	Dividends and distributions paid by a fund which 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 (referred to herein as “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.

     Dreyfus Dividend ACH permits you to transfer electronically dividends or dividends and capital gain distributions, if any, from the Fund to a designated bank account. Only an account maintained at a domestic financial institution which is an Automated Clearing House 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 either a monthly or quarterly basis if you have a $5,000 minimum account. 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. Automatic Withdrawal may be terminated at any time by you, the Fund or the Transfer Agent. Shares for which certificates have been issued may not be redeemed through the Automatic Withdrawal Plan.

     No CDSC with respect to Class B shares (including Class B shares held in an Exchange Account) or 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 B or Class C shares under the Automatic Withdrawal Plan that exceed such amounts will be subject to a CDSC. Withdrawals of Class A and Class T shares subject to a CDSC under the Automatic Withdrawal Plan will be subject to any applicable CDSC. Purchases of additional Class A and Class T shares where the sales load is imposed concurrently with withdrawals of Class A and Class T 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 adviser for details. Such a withdrawal plan is different than the Automatic Withdrawal Plan.

     Letter of Intent--Class A and Class T Shares. By signing a Letter of Intent form, you become eligible for the reduced sales load on purchases of Class A and Class T shares based on the total number of shares of Eligible Funds (as defined under “Right of Accumulation” above) purchased by you and any related “purchaser” (as defined above) in a 13-month period pursuant to the terms and conditions set forth in the Letter of Intent. Shares of any Eligible Fund purchased within 90 days prior to the submission of the Letter of Intent 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 1-800-554-4611.

     Each purchase you make during the 13-month period (which begins on the date you submit the Letter of Intent) will be at the public offering price applicable to a single

transaction of the aggregate dollar amount you select in the Letter of Intent. The Transfer Agent will hold in escrow 5% of the amount indicated in the Letter of Intent, which may be used for payment of a higher sales load if you do not purchase the full amount indicated in the Letter of Intent. When you fulfill the terms of the Letter of Intent by purchasing the specified amount, the escrowed amount will be released and additional shares representing such amount credited to your account. If your purchases meet the total minimum investment amount specified in the Letter of Intent within the 13-month period, an adjustment will be made at the conclusion of the 13-month period to reflect any reduced sales load applicable to shares purchased during the 90-day period prior to submission of the Letter of Intent. If your purchases qualify for a further sales load reduction, the sales load will be adjusted to reflect your total purchase at the end of 13 months. If total purchases are less than the amount specified, 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 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 or Class T 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. Signing 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 or Class T 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 net asset value plus the applicable sales load in effect at the time such Letter of Intent was submitted.

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     Dreyfus Payroll Savings Plan. Dreyfus Payroll Savings Plan permits you to purchase Fund shares (minimum $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.

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     Dreyfus Step Program. Holders of Fund accounts since August 30, 1999 who had enrolled in Dreyfus Step Program may continue to purchase shares of the same class (currently designated Class Z shares) without regard to the Fund’s minimum initial investment requirements through Dreyfus-Automatic Asset Builder®, Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll Savings Plan. Participation in this Program may be terminated by the shareholder at any time by discontinuing participation in Dreyfus-Automatic Asset Builder®, Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll Savings Plan, as the case may be, as provided under the terms of such Privilege(s). The Fund reserves the right to redeem your account if you have terminated your participation in the Program and your account’s net asset value is $500 or less. See “Shareholder Guide-General Policies” in the Fund’s Prospectus. The Fund may modify or terminate this Program at any time. The Dreyfus Step Program is not available to open new accounts in any Class of the Fund.

     Corporate Pension/Profit-Sharing and Personal Retirement Plans. The Fund makes available to corporations a variety of prototype pension and profit-sharing plans, including a

401(k) Salary Reduction Plan. In addition, the Fund makes 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 or an IRA, including a SEP-IRA, you may request from the Distributor forms for adoption of such plans.

     The entity acting as custodian for Keogh Plans, 403(b)(7) Plans or IRAs may charge a fee, payment of which could require the liquidation of shares. All fees charged are described in the appropriate form.

     Shares may be purchased in connection with these plans only by direct remittance to the entity acting as custodian. Purchases for these plans may not be made in advance of receipt of funds.

     The minimum initial investment for corporate plans, Salary Reduction Plans, 403(b)(7) Plans, and SEP-IRAs with more than one participant, is $1,000 with no minimum on subsequent purchases. The minimum initial investment for Dreyfus-sponsored Keogh Plans, IRAs (including regular IRAs, spousal IRAs for a non-working spouse, Roth IRAs, SEP-IRAs and rollover IRAs) and 403(b)(7) Plans with only one participant, is normally $750, with no minimum on subsequent purchases. The minimum initial investment for Education IRAs is $500, with no minimum on subsequent purchases.

     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 adviser.

DETERMINATION OF NET ASSET VALUE

     Valuation of Portfolio Securities. The Fund’s investments are valued on the basis of market quotations or official closing prices. The Fund’s portfolio securities, including covered call options written by the Fund, are valued at the last sale price on the securities exchange or national securities market on which such securities primarily are traded. Securities listed on the Nasdaq Global Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price on that day, at the last sale price. Securities not listed on an exchange or national securities market, or securities in which there were no transactions, are valued at the average of the most recent bid and asked prices, except that open short positions are valued at the asked price. Bid price is used when no asked price is available. Any assets or liabilities initially expressed in terms of foreign currency will be translated into U.S. dollars at the midpoint of the New York interbank market spot exchange rate as quoted on the day of such translation by the Federal Reserve Bank of New York or, if no such rate is quoted on such date, such other quoted market exchange rate as may be determined to be appropriate by the Manager. Forward currency contracts will be valued at the current cost of offsetting the contract. If the Fund has to obtain prices as of the close of trading on various exchanges throughout the world, the calculation of net asset value may not take place contemporaneously with the determination of prices of certain of the Fund’s portfolio securities. Short-term investments may be carried at amortized cost, which approximates value. Expenses

and fees, including the management fee and fees pursuant to the Distribution Plans and the Shareholder Services Plans, are accrued daily and taken into account for the purpose of determining the net asset value of the Fund’s shares. Because of the differences in operating expenses incurred by each Class of shares of the Fund, the per share net asset value of each Class of shares of the Fund will differ.

     Restricted securities, as well as securities or other assets for which recent market quotations or official closing prices are not readily available, are not valued by a pricing service approved by the Board, or are determined by the 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 the Fund’s net asset value), are valued at fair value as determined in good faith based on 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. 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 or sold, and public trading in similar securities of the issuer or comparable issuers. 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 indices 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 fair value procedures may differ from the 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 the 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. Restricted securities which are, or are convertible into, securities of the same class of other securities for which a public market exists usually will be valued at such market value less the same percentage discount at which the restricted securities were purchased. This discount will be revised periodically by the Board if the Board members believe that it no longer reflects the value of the restricted securities. Restricted securities not of the same class as securities for which a public market exists usually will be valued initially at cost. Any subsequent adjustment from cost will be based upon considerations deemed relevant by the Board.

     New York Stock Exchange Closings. The holidays (as observed) on which the New York Stock Exchange is closed currently are: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.

DIVIDENDS, DISTRIBUTIONS AND TAXES

     Management believes that the Fund has qualified for treatment as a “regulated investment company” under the Internal Revenue Code for its most recent fiscal year end. The Fund intends to continue to so qualify as a “regulated investment company” under the Internal Revenue Code, if such qualification is in the best interest of its shareholders. As a regulated investment company, the Fund will pay no Federal income tax on net investment income and net realized securities gains to the extent such income and gains are distributed to shareholders in accordance with applicable provisions of the Internal Revenue Code. To qualify as a regulated investment company, the Fund must distribute at least 90% of its net

income (consisting of net investment income and net short-term capital gain) to its shareholders and meet certain asset diversification and other requirements. If the Fund does not qualify as a regulated investment company, it will be treated for tax purposes as an ordinary corporation subject to Federal income tax. The term “regulated investment company” does not imply the supervision of management or investment practices or policies by any government agency.

     If you elect to receive dividends and distributions in cash, and your 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 net asset value. No interest will accrue on amounts represented by uncashed distribution or redemption checks.

     Any dividend or distribution paid shortly after an investor’s purchase may have the effect of reducing the aggregate net asset value of your shares below the cost of the investment. Such a dividend or distribution would be a return of investment in an economic sense, although taxable as described in the Fund’s Prospectus. In addition, the Internal Revenue Code provides that if a shareholder holds shares of a Fund for six months or less and has 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.

     In general, dividends (other than capital gain dividends) paid by the Fund to U.S. individual shareholders may be eligible for the 15% preferential maximum tax rate to the extent that the Fund’s income consists of dividends paid by U.S. corporations and certain 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. In order to be eligible for the preferential rate, the investor 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 an investor’s qualification for the preferential rate may apply.

     In general, dividends (other than capital gain dividends) paid by the 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 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. In order to claim the dividends received deduction, the investor in the Fund must have held its shares in the Fund for at least 46 days during the 91-day period commencing 45 days before the Fund shares become ex-dividend. Additional restrictions on an investor’s ability to claim the dividends received deduction may apply.

     Ordinarily, gains and losses realized from portfolio transactions will be treated as capital gains and losses. However, a portion of the gain or loss realized from the disposition of foreign currencies and non-U.S. dollar denominated securities (including debt instruments and certain forward contracts and options) may be treated as ordinary income or loss. In addition, all or a portion of any gains realized from the sale or other disposition of certain market discount bonds will be treated as ordinary income. Finally, all or a portion of the gain realized from engaging in “conversion transactions” (generally including certain transactions designed to convert ordinary income into capital gain) may be treated as ordinary income.

     Gain or loss, if any, realized by the Fund from certain financial futures or forward contracts and options transactions (“Section 1256 contracts”) will be treated as 60% long-term capital gain or loss and 40% short-term capital gain or loss. Gain or loss will arise upon exercise or lapse of Section 1256 contracts as well as from closing transactions. In addition, any Section 1256 contracts remaining unexercised at the end of the Fund’s taxable year will be treated as sold for their then fair market value, resulting in additional gain or loss to the Fund.

     Offsetting positions held by the Fund involving certain financial futures or forward contracts or options transactions may constitute “straddles.” To the extent the straddle rules apply to positions established by the Fund, losses realized by the Fund may be deferred to the extent of unrealized gain in the offsetting position. In addition, short-term capital loss on straddle positions may be recharacterized as long-term capital loss, and long-term capital gains on straddle positions may be treated as short-term capital gains or ordinary income. Certain of the straddle positions held by the Fund may constitute “mixed straddles.” The Fund may make one or more elections with respect to the treatment of “mixed straddles,” resulting in different tax consequences. In certain circumstances, the provisions governing the tax treatment of straddles override or modify certain of the provisions discussed above.

     If the Fund either (1) holds an appreciated financial position with respect to stock, certain debt obligations, or partnership interests (“appreciated financial position”) and then enters into a short sale, futures, forward, or offsetting notional principal contract (collectively, a “Contract”) with respect to the same or substantially identical property or (2) holds an appreciated financial position that is a Contract and then acquires property that is the same as, or substantially identical to, the underlying property, the Fund generally will be taxed as if the appreciated financial position were sold at its fair market value on the date the Fund enters into the financial position or acquires the property, respectively. The foregoing will not apply, however, to any transaction during any taxable year that otherwise would be treated as a constructive sale if the transaction is closed within 30 days after the end of that year and the Fund holds the appreciated financial position unhedged for 60 days after that closing (i.e., at no time during that 60-day period is the Fund’s risk of loss regarding that position reduced by reason of certain specified transactions with respect to substantially identical or related property, such as having an option to sell, being contractually obligated to sell, making a short sale, or granting an option to buy substantially identical stock or securities).

     If the Fund enters into certain derivatives (including forward contracts, long positions under notional principal contracts, and related puts and calls) with respect to equity interests in certain pass-thru entities (including other regulated investment companies, real estate investment trusts, partnerships, real estate mortgage investment conduits and certain trusts and foreign corporations), long-term capital gain with respect to the derivative may be recharacterized as ordinary income to the extent it exceeds the long-term capital gain that would have been realized had the interest in the pass-thru entity been held directly by the Fund during the term of the derivative contract. Any gain recharacterized as ordinary income will be treated as accruing at a constant rate over the term of the derivative contract and may be subject to an interest charge. The Treasury has authority to issue regulations expanding the application of these rules to derivatives with respect to debt instruments and/or stock in corporations that are not pass-thru entities.

Investment by the Fund in securities issued or acquired at a discount, or providing for

deferred interest or for payment of interest in the form of additional obligations, could under special tax rules affect the amount, timing and character of distributions to shareholders by causing the Fund to recognize income prior to the receipt of cash payments. For example, the Fund could be required each year to accrue a portion of the discount (or deemed discount) at which the securities were issued and to distribute such income in order to maintain its qualification as a regulated investment company. In such case, the Fund may have to dispose of securities which it might otherwise have continued to hold in order to generate cash to satisfy the distribution requirements.

     If the Fund invests in an entity that is classified as a “passive foreign investment company” (“PFIC”) for Federal income tax purposes, the operation of certain provisions of the Internal Revenue Code applying to PFICs could result in the imposition of certain Federal income taxes on the Fund. In addition, gain realized from the sale or other disposition of PFIC securities held beyond the end of the Fund’s taxable year may be treated as ordinary income.

     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 to the Fund could subject you to a $50 penalty imposed by the Internal Revenue Service.

PORTFOLIO TRANSACTIONS

     General. The Manager assumes general supervision over the placement of securities purchase and sale orders on behalf of the funds it manages. Funds managed by dual employees of the Manager and an affiliated entity, and funds that employ a sub-investment adviser, execute portfolio transactions through the trading desk of the affiliated entity or sub-investment adviser, as applicable (the “Trading Desk”). Those funds use the research facilities, and are subject to the internal policies and procedures, of the applicable affiliated entity or sub-investment adviser.

     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.

     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 attempts to obtain best execution for the funds 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 counter-party 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 seek to aggregate (or “bunch”) orders that are placed or received concurrently for more than one fund or account. In some cases, this policy may adversely affect the price paid or received by a fund or an account, or the size of the position obtained or liquidated. As noted above, certain brokers or dealers may be selected because of their ability to handle special executions such as those involving large block trades or broad distributions, provided that the primary consideration of best execution is met. Generally, when trades are aggregated, each fund or account within the block will receive the same price and commission. However, random allocations of aggregate transactions may be made to minimize custodial transaction costs. In addition, at the close of the trading day, when reasonable and practicable, the completed securities of partially filled orders will generally be allocated to each participating fund and account in the proportion that each order bears to the total of all orders (subject to rounding to “round lot” amounts and other relevant factors).

     Portfolio turnover may vary from year to year as well as within a year. In periods in which extraordinary market conditions prevail, the 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 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.

     IPO Allocations. Certain funds advised by the Manager (and where applicable, a sub-adviser or Dreyfus affiliate) may participate in IPOs. In deciding whether to purchase an IPO, the Manager (and where applicable, a sub-adviser or Dreyfus affiliate) generally considers the capitalization characteristics of the security, as well as other characteristics of the security, and targets funds and accounts with investment objectives and strategies consistent with such a purchase. Generally, as more IPOs are for 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. Within each product group and capitalization category, the Manager (and where applicable, a sub-adviser or Dreyfus affiliate), when consistent with client guidelines, generally will allocate shares of an IPO on a pro rata basis. In the case of "hot" IPOs, where the Manager (and if applicable, a sub-adviser or Dreyfus affiliate) only receives a partial allocation of the total amount requested, those shares will be distributed fairly and equitably across participating product groups. "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 across product groups will be based on the percentage of total assets under management of the product to the total assets under management of all product groups participating. Within each product, shares will be allocated on a pro rata basis to all appropriate funds and accounts, subject to a minimum allocation determined by each product group based on trading, custody, and other associated costs. International hot IPOs may not be allocated on a pro rata basis due transaction costs, market liquidity and other factors unique to international markets.

     Funds and accounts managed by the Manager, an affiliated entity or a sub-investment adviser may own significant positions in portfolio companies, which, depending on market conditions, may affect adversely the ability to dispose of some or all of such positions.

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     For the fiscal years ended May 31, 2006, 2007 and 2008, the amounts paid by the Fund for brokerage commissions were as follows:

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Total Brokerage Commissions Paid

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Fiscal Year Ended	Fiscal Year Ended	Fiscal Year Ended
May 31, 2006	May 31, 2007	May 31, 2008
$740,344	$208,107	$150,172

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     For the fiscal years ended May 31, 2006, 2007 and 2008, amounts in spreads or concessions paid on principal transactions were as follows: Gross Spreads and Concessions on Principal Transactions

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Fiscal Year Ended	Fiscal Year Ended	Fiscal Year Ended
May 31, 2006	May 31, 2007	May 31, 2008
$0	$0	$0

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     The Fund contemplates that, consistent with the policy of seeking best price and execution, brokerage transactions may be conducted through affiliates of the Manager. The Board has adopted procedures in conformity with Rule 17e-1 under the 1940 Act to ensure that all brokerage commissions paid to affiliates of the Manager are reasonable and fair.

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     For the fiscal years ended May 31, 2006, 2007 and 2008 the Fund paid no brokerage commissions to Harborside Plus, Inc., an indirect minority-owned subsidiary of BNY Mellon and an affiliate of the Manager.

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     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 other services to be used by the investment adviser. Section 28(e) of the Securities Exchange

Act of 1934 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, Dreyfus-managed 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-investment 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 staffs 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; technical and portfolio analyses; economic forecasting and interest rate projections; and historical information on securities and companies. The Trading Desk also may defray the costs of certain services and communication systems that facilitate trade execution (such as online quotation systems, direct data feeds from stock exchanges and on-line trading systems with brokerage commissions generated by client transactions) or functions related thereto (such as clearance and settlement). Some of the research products or services received by the Trading Desk may have both a research function and a non-research 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 client and the indirect benefits received by that fund or client. The affiliated entity or sub-investment 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-investment adviser in providing investment advice to any of the funds or clients it advises. Likewise, information made available to the affiliated entity or sub-investment adviser from brokerage firms effecting securities transactions for a fund may be utilized on behalf of another fund or client. Information so received is in addition to, and not in lieu of, services required to be performed by the affiliated entity or sub-investment 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 affiliated entity’s or sub-investment adviser’s normal independent research activities, it enables them to avoid the additional expenses that might otherwise be incurred if it were to attempt to develop comparable information through its own staff.

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     The aggregate amount of transactions for the fiscal year ended May 31, 2008 in securities effected on an agency basis through a broker for, among other things, research services, and the commissions and concessions related to such transactions were as follows:

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Transaction Amount	Commissions and Concessions
$150,171	$35,200

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     Regular Broker-Dealers. The Fund may execute transactions with 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 most recent fiscal year (i) received the greatest dollar amount of brokerage commissions from participating, either directly or indirectly, in the Fund’s portfolio transactions, (ii) engaged as principal in the largest dollar amount of the Fund’s portfolio transactions or (iii) sold the largest dollar amount of the Fund’s securities. There were no acquired securities of the Fund’s regular brokers or dealers for the fiscal year ended May 31, 2008.

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     Disclosure of Portfolio Holdings. It is the policy of Dreyfus to protect the confidentiality of fund portfolio holdings and prevent the selective disclosure of non-public information about such holdings. Each fund, or its duly authorized service providers, may publicly disclose its portfolio holdings in accordance with regulatory requirements, such as periodic portfolio disclosure in filing with the SEC. Each non-money market fund, or its duly authorized service provider, 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 provider, 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

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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.

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     If the Fund’s portfolio holdings are released pursuant to an ongoing arrangement with any party, the Fund must have a legitimate business purpose for doing so, and neither the Fund, nor Dreyfus or its affiliates, may receive any compensation in connection with an arrangement to make available information about the Fund’s portfolio holdings. The Fund may distribute portfolio holdings to mutual fund evaluation services such as Standard & Poor’s, 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.

     The Fund may also disclose any and all portfolio 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, auditors, investment adviser, administrator, and each of their respective affiliates and advisers.

     Disclosure of the Fund’s portfolio holdings may be authorized only by the Fund’s Chief Compliance Officer, and any exceptions to this policy are reported quarterly to the Fund’s Board.

SUMMARY OF THE PROXY VOTING POLICY, PROCEDURES AND GUIDELINES OF THE DREYFUS FAMILY OF FUNDS

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     The Board of each fund in the Dreyfus Family of Funds has delegated to Dreyfus the authority to vote proxies of companies held in the fund’s portfolio. The Manager, through its participation on BNY Mellon Proxy Policy Committee ( “PPC”), applies BNY Mellon’s Proxy Voting Policy, related procedures, and voting guidelines when voting proxies on behalf of the funds. Where the Fund receives a proxy proposal that relates to one or more of the Fund’s social concerns as set forth on page 1 of the prospectus, such proposal is evaluated separately by the Fund’s portfolio managers with respect to its areas of social concern, in light of such screens and voted on affirmatively only if it meets those standards.

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     The Manager recognizes that an investment adviser is a fiduciary that owes its clients, including funds it manages, a duty of utmost good faith and full and fair disclosure of all material facts. An investment adviser’s duty of loyalty requires an adviser to vote proxies in a manner consistent with the best interest of its clients and precludes the adviser from subrogating the clients’ interests to its own. In addition, an investment adviser voting proxies on behalf of a fund must do so in a manner consistent with the best interests of the fund and its shareholders.

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     The Manager seeks to avoid material conflicts of interest by participating in the PPC, which applies detailed, pre-determined written proxy voting guidelines (the “Voting Guidelines”) in an objective and consistent manner across client accounts, based on internal and external research and recommendations provided by a third party vendor, and without consideration of any client relationship factors. Further, the Manager and its affiliates engages a third party as an independent fiduciary to vote all proxies of funds managed by BNY Mellon or its affiliates (including the Dreyfus Family of Funds), and may engage an independent fiduciary to vote proxies of other issuers at its discretion.

</R> <R>

     All proxies received by the funds are reviewed, categorized, analyzed and voted in accordance with the Voting Guidelines. The guidelines are reviewed periodically and updated as necessary to reflect new issues and any changes in BNY Mellon’s or the Manager’s policies on specific issues. Items that can be categorized under the Voting Guidelines are voted in accordance with any applicable guidelines or referred to the PPC, if the applicable guidelines so require. Proposals that cannot be categorized under the Voting Guidelines are referred to the PPC for discussion and vote. Additionally, the PPC reviews proposals where it has identified a particular company, industry or issue for special scrutiny. With regard to voting proxies of foreign companies, the Manager weighs the cost of voting and potential inability to sell the securities (which may occur during the voting process) against the benefit of voting the proxies to determine whether or not to vote. With respect to securities lending transactions, the Manager seeks to balance the economic benefits of continuing to participate in an open securities lending transaction against the inability to vote proxies.

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     When evaluating proposals, the PPC recognizes that the management of a publicly-held company may need protection from the market’s frequent focus on short-term considerations, so as to be able to concentrate on such long-term goals as productivity and development of competitive products and services. In addition, the PPC generally supports proposals designed to provide management with short-term insulation from outside influences so as to enable them to bargain effectively with potential suitors to the extent such proposals are discrete and not bundled with other proposals. The PPC 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 management and voting on matters which properly come to a shareholder’s vote. However, the PPC generally opposes proposals designed to insulate an issuer’s management unnecessarily from the wishes of a majority of shareholders. Accordingly, the PPC generally votes in accordance with management on issues that the PPC believes neither unduly limit the rights and privileges of shareholders nor adversely affect the value of the investment.

</R> <R>

     On questions of social responsibility other than proposals that relate to the Fund’s social screens, where economic performance does not appear to be an issue, the PPC attempts to ensure that management reasonably responds to the social issues. Responsiveness will be 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. The PPC will pay particular attention to repeat issues where management has failed in its commitment in the intervening period to take actions on issues.

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In evaluating proposals regarding incentive plans and restricted stock plans, the

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PPC typically employs a shareholder value transfer model. This model seeks to assess the

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amount of shareholder equity flowing out of the company to executives as options are exercised. After determining the cost of the plan, the PPC evaluates whether the cost is reasonable based on a number of factors, including industry classification and historical performance information. The PPC generally votes against proposals that permit the repricing or replacement of stock options without shareholder approval or are silent on repricing and the company has a history of repricing stock options in a manner that the PPC believes is detrimental to shareholders.

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     Information regarding how the Manager voted proxies for the Fund is available on the Dreyfus Family of Fund’s website at http://www.dreyfus.com and on the SEC’s website at http://www.sec.gov on the Fund’s Form N-PX filed with the SEC.

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INFORMATION ABOUT THE FUND

     Each share has one vote and, when issued and paid for in accordance with the terms of the offering, is fully paid and non-assessable. Fund shares have no preemptive or subscription rights and are freely transferable.

     Unless otherwise required by the 1940 Act, ordinarily it will not be necessary for the Fund to hold annual meetings of shareholders. As a result, Fund shareholders may not consider each year the election of Board members or the appointment of auditors. However, pursuant to the Fund’s By-Laws, the holders of at least 10% of the shares outstanding and entitled to vote may require the Fund to hold a special meeting of shareholders for the purpose of removing a Board member from office and the holders of at least 25% of such shares may require the Fund to hold a special meeting of shareholders for any other purpose. Fund shareholders may remove a Board member by the affirmative vote of a majority of the Fund’s outstanding voting shares. In addition, the Fund’s 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 holding office at the time were elected by shareholders.

     The Fund is intended to be a long-term investment vehicle and is 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 the Fund’s performance and its shareholders. If the Fund’s 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, the Fund may refuse or restrict purchase or exchange requests for Fund shares by any person or group if, in the judgment of the Fund’s 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 the 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.

Effective June 1, 2007, the Fund's "Class R" shares were redesignated as "Class I" shares.

The Fund sends annual and semi-annual financial statements to all its shareholders.

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     The following persons are known by the Fund to own of record 5% or more of the Fund’s outstanding voting securities on September 12, 2008. A shareholder who beneficially owns, directly or indirectly, more than 25% of the Fund’s voting securities may be deemed a “control person” (as defined in the 1940 Act) of the Fund.

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Name % of Shares Owned of Record

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	76.5788% (Class A)
The Vanguard Fiduciary
Trust Company
Valley Forge, PA 19482-2600
National Financial Services	15.67% (Class B)
Boston, MA 02109	5.2964% (Class C)
	7.7174% (Class T)
Pershing LLC	11.9808% (Class B)
Jersey City, NJ 07303	5.4232% (Class C)
	5.0% (Class I)
Merrill Lynch Pierce Fenner & Smith	5.1745% (Class B)
For the Sole Benefit of its Customers	19.3179% (Class C)
	8.5% (Class T)
Jacksonville, FL 32246
Morgan Stanley & Co.
Jersey City, NJ 07311	17.5267% (Class C)
First Clearing LLC
Glen Allen, VA 23060	10.4039% (Class C)
	9.3088% (Class C)
Citigroup Global Markets, Inc.
New York, NY 10001

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	60.0627% (Class I)
SEI Private Trust
Oaks, PA 19456
Fidelity Investments Institutional Operations	17.7677% (Class I)
Co (FIICO) As Agent For Certain Employee
Benefits Plans
Covington, KY 41015-1999
AEGIS Insurance Services, Inc.	16.8665% (Class I)
East Rutherford, NJ 07073
American United Life Insurance Co.	22.0503% (Class T)
Indianapolis, IN 46206
Lucy A. Suchman
	16.267% (Class T)

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Portola Valley, CA 94028
Symetra Investment Services Inc.	7.7393%	(Class T)
Seattle, WA 98124

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COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New York 10103, as counsel for the Fund, has rendered its opinion as to certain legal matters in connection with the shares of capital stock being sold pursuant to the Fund’s Prospectus to which this Statement of Additional Information relates.

     Ernst & Young LLP, 5 Times Square, New York, New York 10036, an independent registered public accounting firm, serves as the independent registered public accounting firm of the Fund.

PART C. OTHER INFORMATION
________________________________

Item 23.  Exhibits 

(a)(1)	Registrant's Articles of Incorporation in the State of Maryland are incorporated by reference to Exhibit (1)
	of Post-Effective Amendment No. 21 to the Registration Statement on Form N-1A, filed on July 30, 1982.

(a)(2)	Articles of Amendment and Restatement are incorporated by reference to Exhibit (a)(2) of Post-Effective
	Amendment No. 48 to the Registration Statement on Form N-1A, filed on September 25, 2000 (“Post-
	Effective Amendment No. 48”).

(b)	Registrant's By-Laws are incorporated by reference to Exhibit (b) of Post-Effective Amendment No. 55 to
	the Registration Statement on Form N-1A, filed on August 23, 2006.

(d)	Management Agreement is incorporated by reference to Exhibit 5(a) of Post-Effective Amendment No. 38
	to the Registration Statement on Form N-1A, filed on September 16, 1994.

(e)(1)	Distribution Agreement is incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 52 to
	the Registration Statement on Form N-1A, filed on September 27, 2004 (“Post-Effective Amendment No.
	52”).

(e)(2)	Forms of Service Agreement is incorporated by reference to Exhibit (e)(2) of Post-Effective Amendment
	No. 57 to the Registration Statement on Form N-1A, filed on September 26, 2007 (“Post-Effective
	Amendment No. 57”).

(e)(3)	Form of Supplemental Service Agreement is incorporated by reference to Exhibit (e)(3) of Post-Effective
	Amendment No. 57 to the Registration Statement on Form N-1A, filed on September 26, 2007 (“Post-
	Effective Amendment No. 57”).

(f)	The documents making up model plans in the establishment of retirement plans in conjunction with which
	Registrant offers its securities is incorporated by reference to Exhibit (14) of Post-Effective Amendment
	No. 16 to the Registration Statement on Form N-1A, filed on August 24, 1979.

(g)	Mutual Fund Custody and Services Agreement is incorporated by reference to Exhibit (g) of Post-Effective
	Amendment No. 50 to the Registration Statement on Form N-1A, filed on September 25, 2002.

(h)(1)  Shareholder Services Plan is incorporated by reference to Exhibit (h) of Post-Effective Amendment No. 48. 

<R>

(h)(2)  Amended and Restated Transfer Agency Agreement.* 

</R>

(i)	Opinion and consent of Registrant's counsel is incorporated by reference to Exhibit (3) of Post-Effective
	Amendment No. 1 to the Registration Statement on Form S-5, filed on March 29, 1972.

<R>

(j)        Consent of Independent Registered Public Accounting Firm.* 

</R>

(m)	Rule 12b-1 Distribution Plans are incorporated by reference to Exhibit (m) of Post-Effective Amendment
	No. 52.

C-1

(n)	Rule 18f-3 Plan is incorporated by reference to Exhibit (n) of Post-Effective Amendment No. 58
	to the Registration Statement on Form N-1A, filed on July 22, 2008 (“Post-Effective Amendment
	No. 58”).

<R>

(p)  Code of Ethics.* 

</R>

* Filed herewith.

Other Exhibits

(a)	Power of Attorney of certain officers of Registrant is incorporated by reference to Exhibit (p) of Post-
	Effective Amendment No. 57 to the Registration Statement on Form N-1A, filed on September 26, 2007
	(“Post-Effective Amendment No. 57”).

(b)	Certificate of Assistant Secretary is incorporated by reference to Other Exhibit (b) of Post-Effective
	Amendment No. 53 to the Registration Statement on Form N-1A, filed on September 23, 2005.

Item 24.  Persons Controlled by or under Common Control with Registrant. 

	Not Applicable
Item 25.	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 a fund may be protected against liability for willful misfeasance, bad faith, gross negligence or reckless disregard for the duties of his or her offic e. 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 Bylaws, Section 2-418 of the Maryland General Corporation Law and Section 1.11 of the Distribution Agreement.

Item 26.  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 other investment companies sponsored by Dreyfus and other investment companies for which Dreyfus acts as an investment adviser, sub-investment adviser or administrator. Dreyfus Investment Advisors, Inc., another wholly-owned subsidiary, provides investment management services to various pension plans, institutions and individuals.

C-2

________
* Filed herewith.

C-3

<R>

ITEM 26.	Business and Other Connections of Investment Adviser (continued)
	Officers and Directors of Investment Adviser
Name and Position
With Dreyfus		Other Businesses	Position Held	Dates
Jonathan Baum		MBSC Securities Corporation++	Chief Executive Officer	3/08 - Present
Chief Executive Officer			Chairman of the Board	3/08 - Present
and Director			Director	6/07 - 3/08
			Executive Vice President	6/07 - 3/08
		Dreyfus Service Corporation++	Director	8/06 - 6/07
			Executive Vice President	8/06 - 6/07
J. Charles Cardona		MBSC Securities Corporation++	Director	6/07 - Present
President and Director			Executive Vice President	6/07 - Present
		Universal Liquidity Funds plc+	Director	4/06 - Present
		Dreyfus Service Corporation++	Executive Vice President	2/97 – 6/07
			Director	8/00 – 6/07
Diane P. Durnin		None
Vice Chair and Director
Jonathan Little		BNY Mellon Asset Management International	Director	9/03 - Present
Chair of the Board		Holdings Limited
		London, England
		BNY Mellon Asset Management International	Director	8/00 – Present
		Limited
		London, England
		EACM Advisors LLC	Manager	6/04 - Present
		200 Connecticut Avenue
		Norwalk, CT 06854-1940
		Ivy Asset Management Corp.	Director	12/07 - Present
		One Jericho Plaza
		Jericho, NY 11753
		Mellon Ahli Section Fund Limited	Director	3/06 - Present
		Cayman Islands
		Mellon Global Alternative Investments Limited	Director	5/02 - Present
		London, England
		Mellon International Limited	Director	5/05 - Present
		London, England
		Mellon JV Limited	Director	1/06 – Present
		The Bank of New York Mellon Centre
		160 Queen Victoria St.
		London, England
		Newton Management Limited	Director	2/08 – Present
		London, England

</R>

C-3

<R>

Name and Position
With Dreyfus	Other Businesses	Position Held	Dates
Jonathan Little	Standish Mellon Asset Management Company	Manager	10/07 – Present
Chair of the Board	LLC
(continued)	Mellon Financial Center
	201 Washington Street
	Boston, MA 02108-4408
	The Bank of New York Mellon Corporation*****	Senior Executive Vice	7/07 – Present
		President
	Walter Scott & Partners Limited	Director	10/06 – Present
	Edinburgh, Scotland
	WestLB Mellon Asset Management Holdings	Director	4/06 – Present
	Limited
	Dusseldorf, Germany
	Mellon Global Investments	Chief Executive Officer	5/02 – Present
	London, England	Director	5/02 – Present
	BNY Mellon Fund Managers Limited+	Director	5/03 – 01/07
	BNY Mellon Asset Management International	Director	9/03 – Present
	Holdings Limited +
	Mellon Global Investing Corp. +	Director	5/02 – Present
	Mellon International Investment Corp. +	Director	4/02 – 4/07
		President	4/02 – 4/07
	Mellon Overseas Investment Corp. +	Director	12/02 – Present
		Chairman	4/08 – Present
		Chief Executive Officer	4/08 – Present
		President	4/08 – Present
		Vice President	6/02 – 4/08
	Hamon Investment Group PTE Ltd. +	Director	2/02 – Present
	BNY Mellon AM Latin America S.A.	Director	7/03 – Present
	Santiago, Chile
	Mellon Global Funds, plc+	Director	12/00 – 11/07
	BNY Mellon Global Management Ltd. +	Director	11/00 – Present
	BNY Mellon Asset Management Japan Ltd.	Director	6/06 – Present
	Toyko, Japan
	Mellon Global Investments Japan Ltd. +	Director	6/02 – Present
	Universal Liquidity Funds, plc+	Director	11/00 – Present
	Pareto Investment Management Ltd.	Director	9/04 – Present
	London, England
	Mellon Global Investments (Asia) Ltd.+	Director	5/01 – Present

</R>

C-4

<R>

Name and Position
With Dreyfus	Other Businesses	Position Held	Dates
Jonathan Little	BNY Mellon Asset Management Australia	Director	10/2 - 5/07
Chair of the Board	Limited +
(continued)
	Mellon Australia Pty Ltd. +	Director	7/02 – Present
	Mellon Alternative Strategies Ltd. +	Director	10/04 – 7/07
	NSP Financial Services Group Pty Ltd. +	Director	12/01 – 08/07
	Kiahan Trading Ltd. +	Director	12/01 – Present
Phillip N. Maisano	The Bank of New York Mellon *****	Senior Vice President	7/08 – Present
Director, Vice Chair and
Chief Investment Officer
	BNY Mellon, National Association +	Senior Vice President	7/08 – Present
	Mellon Bank, N.A.+	Senior Vice President	4/06 – 6/08
	BNY Alcentra Group Holdings, Inc.++	Director	10/07 – Present
	BNY Mellon Investment Office GP LLC*	Manager	4/07 – Present
	Mellon Global Alternative Investments Limited	Director	8/06 - Present
	London, England
	Pareto Investment Management Limited	Director	4/08 - Present
	London, England
	The Boston Company Asset Management NY,	Manager	10/07 - Present
	LLC*
	The Boston Company Asset Management, LLC*	Manager	12/06 - Present
	Urdang Capital Management, Inc.	Director	10/07 - Present
	630 West Germantown Pike, Suite 300
	Plymouth Meeting, PA 19462
	Urdang Securities Management, Inc.	Director	10/07 - Present
	630 West Germantown Pike, Suite 300
	Plymouth Meeting, PA 19462
	EACM Advisors LLC	Chairman of Board	8/04 - Present
	200 Connecticut Avenue	Chief Executive Officer	8/04 - 5/06
	Norwalk, CT 06854-1940
	Founders Asset Management LLC****	Member, Board of	11/06 - Present
		Managers
	Standish Mellon Asset Management Company,	Board Member	12/06 - Present
	LLC
	Mellon Financial Center
	201 Washington Street
	Boston, MA 02108-4408
	Mellon Capital Management Corporation***	Director	12/06 - Present
	Mellon Equity Associates, LLP+	Board Member	12/06 – 12/07

</R>

C-5

<R>

Name and Position
With Dreyfus	Other Businesses	Position Held	Dates
Phillip N. Maisano	Newton Management Limited	Board Member	12/06 - Present
Director, Vice Chair and	London, England
Chief Investment Officer
(continued)
	Franklin Portfolio Associates, LLC*	Board Member	12/06 - Present
Mitchell E. Harris	Standish Mellon Asset Management Company	Chairman	2/05 - Present
Director	LLC	Chief Executive Officer	8/04 - Present
	Mellon Financial Center	Member, Board of	10/04 - Present
	201 Washington Street	Managers
	Boston, MA 02108-4408
	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	President	12/05 – Present
	Mellon Financial Center
	201 Washington Street
	Boston, MA 02108-4408
		Manager	12/05 - Present
	Palomar Management	Director	12/97 - Present
	London, England
	Palomar Management Holdings Limited	Director	12/97 - Present
	London, England
	Pareto Investment Management Limited	Director	9/04 – Present
	London, England
	MAM (DE) Trust+++++	President	10/05 – 1/07
		Member of Board of	10/05 – 1/07
		Trustees
	MAM (MA) Holding Trust+++++	President	10/05 – 1/07
		Member of Board of	10/05 – 1/07
		Trustees

</R>

C-6

<R>

Name and Position
With Dreyfus	Other Businesses	Position Held	Dates
Ronald P. O’Hanley	The Bank of New York Mellon Corporation *****	Vice Chairman	7/07 - Present
Director
	Mellon Financial Corporation+	Vice Chairman	6/01 – 6/07
	Mellon Trust of New England, N.A. *	Vice Chairman	4/05 - 6/08
	The Bank of New York Mellon *****	Vice Chairman	7/08 – Present
	BNY Mellon, National Association +	Vice Chairman	7/08 - Present
	BNY Alcentra Group Holdings, Inc. ++	Director	10/07 - Present
	BNY Mellon Investment Office GP LLC+	Manager	4/07 - Present
	EACM Advisors LLC	Manager	6/04 - Present
	200 Connecticut Avenue
	Norwalk, CT 06854-1940
	Ivy Asset Management Corp.	Director	12/07 - Present
	One Jericho Plaza
	Jericho, NY 11753
	Neptune LLC+++++	Chairman	7/98 - Present
		President	7/98 – Present
		Member, Management	6/98 – Present
		Committee
	Pareto Investment Management Limited	Director	9/04 - Present
	London, England
	The Boston Company Asset Management NY,	Manager	10/07 - Present
	LLC*
	The Boston Company Asset Management, LLC*	Manager	12/97 - Present
	The Boston Company Holding, LLC*	Vice Chairman	2/07 - Present
	Walter Scott & Partners Limited	Director	10/06 - Present
	Edinburgh, Scotland
	WestLB Mellon Asset Management Holdings	Director	4/06 - Present
	Limited
	Dusseldorf, Germany
	Mellon Bank, N.A. +	Vice Chairman	6/01 – 6/08
	TBC General Partner, LLC*	President	7/03 – 10/05
	Standish Mellon Asset Management Company,	Board Member	7/01 – Present
	LLC
	Mellon Financial Center
	201 Washington Street
	Boston, MA 02108-4408
	Franklin Portfolio Holdings, LLC*	Director	12/00 - Present
	Franklin Portfolio Associates, LLC*	Director	4/97 – Present

</R>

C-7

<R>

Name and Position
With Dreyfus	Other Businesses	Position Held	Dates
Ronald P. O’Hanley	Pareto Partners (NY) ++	Partner Representative	2/00 – Present
Director
(continued)
	Buck Consultants, Inc.++	Director	7/97 – Present
	Newton Management Limited	Executive Committee	10/98 - Present
	London, England	Member
		Director	10/98 - Present
	Mellon Global Investments Japan Ltd	Non-Resident Director	11/98 - 4/06
	Tokyo, Japan
	BNY Mellon Asset Management Japan Limited	Director	6/06 - Present
	Tokyo, Japan
	TBCAM Holdings, LLC*	Director	1/98 – Present
	MAM (MA) Holding Trust+++++	Trustee	6/03 – Present
	MAM (DE) Trust+++++	Trustee	6/03 – Present
	Pareto Partners	Partner Representative	5/97 – Present
	The Bank of New York Mellon Centre
	160 Queen Victoria Street
	London England
	Mellon Capital Management Corporation***	Director	2/97 – Present
	Mellon Equity Associates, LLP+	Executive Committee	1/98 – 12/07
		Member
		Chairman	1/98 – 12/07
	Mellon Global Investing Corp.*	Director	5/97 – Present
		Chairman	5/97 - Present
		Chief Executive Officer	5/97 – Present
Scott E. Wennerholm	Mellon Capital Management Corporation***	Director	10/05 - Present
Director
	Newton Management Limited	Director	1/06 – Present
	London, England
	Gannett Welsh & Kotler LLC	Manager	11/07 - Present
	222 Berkley Street	Administrator	11/07 - Present
	Boston, MA 02116
	BNY Alcentra Group Holdings, Inc. ++	Director	10/07 - Present
	Ivy Asset Management Corp.	Director	12/07 - Present
	One Jericho Plaza
	Jericho, NY 11753
	Urdang Capital Management, Inc.	Director	10/07 - Present
	630 West Germantown Pike, Suite 300
	Plymouth Meeting, PA 19462

</R>

C-8

<R>

Name and Position
With Dreyfus	Other Businesses	Position Held	Dates
Scott E. Wennerholm	Urdang Securities Management, Inc.	Director	10/07 - Present
Director	630 West Germantown Pike, Suite 300
(continued)	Plymouth Meeting, PA 19462
	EACM Advisors LLC	Manager	6/04 - Present
	200 Connecticut Avenue
	Norwalk, CT 06854-1940
	Franklin Portfolio Associates LLC*	Manager	1/06 - Present
	The Boston Company Asset Management NY,	Manager	10/07 - Present
	LLC*
	The Boston Company Asset Management LLC*	Manager	10/05 - Present
	Pareto Investment Management Limited	Director	3/06 – Present
	London, England
	Mellon Equity Associates, LLP+	Executive Committee	10/05 – 12/07
		Member
	Standish Mellon Asset Management Company,	Member, Board of	10/05 - Present
	LLC	Managers
	Mellon Financial Center
	201 Washington Street
	Boston, MA 02108-4408
	The Boston Company Holding, LLC*	Member, Board of	4/06 – Present
		Managers
	The Bank of New York Mellon *****	Senior Vice President	7/08 - Present
	BNY Mellon, National Association +	Senior Vice President	7/08 - Present
	Mellon Bank, N.A. +	Senior Vice President	10/05 – 6/08
	Mellon Trust of New England, N. A.*	Director	4/06 – 6/08
		Senior Vice President	10/05 – 6/08
	MAM (DE) Trust+++++	Member of Board of	1/07 - Present
		Trustees
	MAM (MA) Holding Trust+++++	Member of Board of	1/07 - Present
		Trustees
J. David Officer	MBSC Securities Corporation++	President	6/07 – Present
Chief Operating Officer,		Director	6/07 – Present
Vice Chair and Director
	Dreyfus Service Corporation++	President	3/00 – 6/07
		Director	3/99 – 6/07
	MBSC, LLC++	Manager, Board of	4/02 – 6/07
		Managers
		President	4/02 – 6/07
	Dreyfus Transfer, Inc. ++	Chairman and Director	2/02 - Present
	Dreyfus Service Organization, Inc.++	Director	3/99 – 3/07

</R>

C-9

<R>

Name and Position
With Dreyfus	Other Businesses	Position Held	Dates
J. David Officer	Seven Six Seven Agency, Inc.++	Director	10/980- 4/07
Chief Operating Officer,
Vice Chair and Director
(continued)
	Mellon Residential Funding Corp. +	Director	4/97 - Present
	The Bank of New York Mellon *****	Executive Vice President	7/08 – Present
	BNY Mellon, National Association +	Executive Vice President	7/08 - Present
	Mellon Bank, N.A.+	Executive Vice President	2/94 – 6/08
	Laurel Capital Advisors+	Chairman	1/05 - Present
		Chief Executive Officer	1/05 - Present
	Mellon United National Bank	Director	3/98 - Present
	1399 SW 1st Ave., Suite 400
	Miami, Florida
Dwight Jacobsen	Pioneer Investments	Senior Vice President	4/06 – 12/07
Executive Vice President	60 State Street
	Boston, Massachusetts
Patrice M. Kozlowski	None
Senior Vice President –
Corporate
Communications
Gary Pierce	The Bank of New York Mellon *****	Vice President	7/08 - Present
Controller
	BNY Mellon, National Association +	Vice President	7/08 - Present
	The Dreyfus Trust Company+++	Chief Financial Officer	7/05 – 6/08
		Treasurer	7/05 – 6/08
	Laurel Capital Advisors, LLP+	Chief Financial Officer	5/07 – Present
	MBSC, LLC++	Chief Financial Officer	7/05 – 6/07
		Manager, Board of	7/05 – 6/07
		Managers
	MBSC Securities Corporation++	Director	6/07 – Present
		Chief Financial Officer	6/07 – Present
	Dreyfus Service Corporation++	Director	7/05 – 6/07
		Chief Financial Officer	7/05 – 6/07
	Founders Asset Management, LLC****	Assistant Treasurer	7/06 – Present
	Dreyfus Consumer Credit	Treasurer	7/05 – Present
	Corporation ++
	Dreyfus Transfer, Inc. ++	Chief Financial Officer	7/05 – Present

</R>

C-10

<R>

Name and Position
With Dreyfus	Other Businesses	Position Held	Dates
Gary Pierce	Dreyfus Service	Treasurer	7/05 - Present
Controller	Organization, Inc.++
(continued)
	Seven Six Seven Agency, Inc. ++	Treasurer	4/99 - Present
Joseph W. Connolly	The Dreyfus Family of Funds++	Chief Compliance	10/04 – Present
Chief Compliance Officer		Officer
	Laurel Capital Advisors, LLP+	Chief Compliance	4/05 – Present
		Officer
	The Mellon Funds Trust++	Chief Compliance	10/04 – Present
		Officer
	MBSC, LLC++	Chief Compliance	10/04 – 6/07
		Officer
	MBSC Securities Corporation++	Chief Compliance	6/07 – Present
		Officer
	Dreyfus Service Corporation++	Chief Compliance	10/04 – 6/07
		Officer
Jill Gill	Mellon Financial Corporation +	Vice President	10/01 – 6/07
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
	Mellon Bank N.A. +	Vice President	10/06 – 6/08
	Dreyfus Service Corporation++	Vice President	10/06 – 6/07
Anthony Mayo	None
Vice President –
Information Systems
Theodore A. Schachar	MBSC Securities Corporation++	Vice President – Tax	6/07 – Present
Vice President – Tax
	Dreyfus Service Corporation++	Vice President – Tax	10/96 – 6/07
	MBSC, LLC++	Vice President – Tax	4/02 – 6/07
	The Dreyfus Consumer Credit Corporation ++	Chairman	6/99 – Present
		President	6/99 – Present
	Dreyfus Service Organization, Inc.++	Vice President – Tax	10/96 –
			Present
John E. Lane	A P Colorado, Inc. +	Vice President – Real	8/07 – Present
Vice President		Estate and Leases
	A P East, Inc. +	Vice President– Real	8/07 – Present
		Estate and Leases
	A P Management, Inc. +	Vice President– Real	8/07 – Present
		Estate and Leases
	A P Properties, Inc. +	Vice President – Real	8/07 – Present
		Estate and Leases
	A P Rural Land, Inc. +	Vice President– Real	8/07 – 9/07
		Estate and Leases

</R>

C-11

<R>

Name and Position
With Dreyfus	Other Businesses	Position Held	Dates
John E. Lane	Allomon Corporation+	Vice President– Real	8/07 – Present
Vice President		Estate and Leases
(continued)
	AP Residential Realty, Inc. +	Vice President– Real	8/07 – Present
		Estate and Leases
	AP Wheels, Inc. +	Vice President– Real	8/07 – Present
		Estate and Leases
	BNY Mellon, National Association +	Vice President– Real	7/08 – Present
		Estate and Leases
	Citmelex Corporation+	Vice President– Real	8/07 – Present
		Estate and Leases
	Eagle Investment Systems LLC	Vice President– Real	8/07 – Present
	65 LaSalle Road	Estate and Leases
	West Hartford, CT 06107
	East Properties Inc. +	Vice President– Real	8/07 – Present
		Estate and Leases
	FSFC, Inc. +	Vice President– Real	8/07 – Present
		Estate and Leases
	Holiday Properties, Inc. +	Vice President– Real	8/07 – Present
		Estate and Leases
	MBC Investments Corporation+	Vice President– Real	8/07 – Present
		Estate and Leases
	MBSC Securities Corporation++	Vice President– Real	8/07 – Present
		Estate and Leases
	MELDEL Leasing Corporation Number 2, Inc. +	Vice President– Real	7/07 – Present
		Estate and Leases
	Mellon Bank Community Development	Vice President– Real	11/07 –
	Corporation+	Estate and Leases	Present
	Mellon Capital Management Corporation+	Vice President– Real	8/07 – Present
		Estate and Leases
	Mellon Financial Services Corporation #1+	Vice President– Real	8/07 – Present
		Estate and Leases
	Mellon Financial Services Corporation #4+	Vice President – Real	7/07 – Present
		Estate and Leases
	Mellon Funding Corporation+	Vice President– Real	12/07 –
		Estate and Leases	Present
	Mellon Holdings, LLC+	Vice President– Real	12/07 –
		Estate and Leases	Present
	Mellon International Leasing Company+	Vice President– Real	7/07 – Present
		Estate and Leases
	Mellon Leasing Corporation+	Vice President– Real	7/07 – Present
		Estate and Leases
	Mellon Private Trust Company, National	Vice President– Real	8/07 – 1/08
	Association+	Estate and Leases
	Mellon Securities Trust Company+	Vice President– Real	8/07 – 7/08
		Estate and Leases
	Mellon Trust Company of Illinois+	Vice President– Real	8/07 – 07/08
		Estate and Leases
	Mellon Trust Company of New England, N.A.+	Vice President– Real	8/07 – 6/08
		Estate and Leases
	Mellon Trust Company of New York LLC++	Vice President– Real	8/07 – 6/08
		Estate and Leases
	Mellon Ventures, Inc. +	Vice President– Real	8/07 – Present
		Estate and Leases
	Melnamor Corporation+	Vice President– Real	8/07 – Present
		Estate and Leases

</R>

C-12

<R>

Name and Position
With Dreyfus	Other Businesses	Position Held	Dates
John E. Lane	MFS Leasing Corp. +	Vice President– Real	7/07 – Present
Vice President		Estate and Leases
(continuted)
	MMIP, LLC+	Vice President– Real	8/07 – Present
		Estate and Leases
	Pareto New York LLC++	Vice President– Real	10/07
		Estate and Leases	– Present
	Pontus, Inc. +	Vice President– Real	7/07 – Present
		Estate and Leases
	Promenade, Inc. +	Vice President– Real	8/07 – Present
		Estate and Leases
	RECR, Inc. +	Vice President– Real	8/07 – Present
		Estate and Leases
	SKAP #7+	Vice President– Real	8/07 – 11/07
		Estate and Leases
	Technology Services Group, Inc.*****	Senior Vice President	6/06 – Present
	Tennesee Processing Center LLC*****	Managing Director	5/08 – Present
		Senior Vice President	4/04 – 5/08
	Texas AP, Inc. +	Vice President– Real	8/07 - Present
		Estate and Leases
	The Bank of New York Mellon*****	Vice President – Real	7/08 – Present
		Estate and Leases
	The Bank of New York Mellon Corporation*****	Executive Vice President	8/07 - Present
	Trilem, Inc. +	Vice President– Real	8/07 - Present
		Estate and Leases
Jeanne M. Login	A P Colorado, Inc. +	Vice President– Real	8/07 – Present
Vice President		Estate and Leases
	A P East, Inc. +	Vice President– Real	8/07 – Present
		Estate and Leases
	A P Management, Inc. +	Vice President– Real	8/07 – Present
		Estate and Leases
	A P Properties, Inc. +	Vice President – Real	8/07 – Present
		Estate and Leases
	A P Rural Land, Inc. +	Vice President– Real	8/07 – 9/07
		Estate and Leases
	Allomon Corporation+	Vice President– Real	8/07 – Present
		Estate and Leases
	AP Residential Realty, Inc. +	Vice President– Real	8/07 – Present
		Estate and Leases
	AP Wheels, Inc. +	Vice President– Real	8/07 – Present
		Estate and Leases
	APT Holdings Corporation+	Vice President– Real	8/07 – Present
		Estate and Leases
	BNY Investment Management Services LLC++++	Vice President– Real	1/01 – Present
		Estate and Leases
	BNY Mellon, National Association +	Vice President – Real	7/08 – Present
		Estate and Leases
	Citmelex Corporation+	Vice President– Real	8/07 – Present
		Estate and Leases
	Eagle Investment Systems LLC+	Vice President– Real	8/07 – Present
		Estate and Leases
	East Properties Inc. +	Vice President– Real	8/07 – Present
		Estate and Leases
	FSFC, Inc. +	Vice President– Real	8/07 – Present
		Estate and Leases

</R>

C-13

<R>

Name and Position
With Dreyfus	Other Businesses	Position Held	Dates
Jeanne M. Login	Holiday Properties, Inc. +	Vice President– Real	8/07 – Present
Vice President		Estate and Leases
(continued)
	MBC Investments Corporation+	Vice President– Real	8/07 – Present
		Estate and Leases
	MBSC Securities Corporation++	Vice President– Real	8/07 – Present
		Estate and Leases
	MELDEL Leasing Corporation Number 2, Inc. +	Vice President– Real	7/07 – Present
		Estate and Leases
	Mellon Bank Community Development	Vice President– Real	11/07 – Present
	Corporation+	Estate and Leases
	Mellon Capital Management Corporation+	Vice President– Real	8/07 – Present
		Estate and Leases
	Mellon Financial Services Corporation #1+	Vice President– Real	8/07 – Present
		Estate and Leases
	Mellon Financial Services Corporation #4+	Vice President – Real	7/07 – Present
		Estate and Leases
	Mellon Funding Corporation+	Vice President – Real	12/07 - Present
		Estate and Leases
	Mellon Holdings LLC+	Vice President – Real	12/07 - Present
		Estate and Leases
	Mellon International Leasing Company+	Vice President– Real	7/07 – Present
		Estate and Leases
	Mellon Leasing Corporation+	Vice President– Real	7/07 – Present
		Estate and Leases
	Mellon Private Trust Company, National	Vice President – Real	8/07 – 1/08
	Association+	Estate and Leases
	Mellon Securities Trust Company+	Vice President – Real	8/07 – 7/08
		Estate and Leases
	Mellon Trust of New England, N.A. *	Vice President – Real	8/07 – 6/08
		Estate and Leases
	Mellon Trust Company of Illinois+	Vice President– Real	8/07 – 7/08
		Estate and Leases
	MFS Leasing Corp. +	Vice President– Real	7/07 – Present
		Estate and Leases
	MMIP, LLC+	Vice President– Real	8/07 – Present
		Estate and Leases
	Pontus, Inc. +	Vice President– Real	7/07 – Present
		Estate and Leases
	Promenade, Inc. +	Vice President – Real	8/07 - Present
		Estate and Leases
	RECR, Inc. +	Vice President – Real	8/07 - Present
		Estate and Leases
	SKAP #7+	Vice President – Real	8/07 – 11/07
		Estate and Leases
	Tennesee Processing Center LLC*****	Managing Director	5/08 - Present
		Senior Vice President	4/04 – 5/08
	Texas AP, Inc. +	Vice President – Real	8/07 - Present
		Estate and Leases
	The Bank of New York Mellon*****	Vice President – Real	7/08 – Present
		Estate and Leases
	Trilem, Inc. +	Vice President – Real	8/07 - Present
		Estate and Leases

</R>

  C-14

<R>

Name and Position
With Dreyfus	Other Businesses	Position Held	Dates
James Bitetto	MBSC Securities Corporation++	Assistant Secretary	6/07 - Present
Secretary
	Dreyfus Service Corporation++	Assistant Secretary	8/98 – 6/07
	Dreyfus Service Organization, Inc.++	Secretary	8/05 - Present
	The Dreyfus Consumer Credit Corporation++	Vice President	2/02 - Present
		Director	2/02 – 7/06

</R>

<R>

*	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 595 Market Street, Suite 3000, 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.

</R>

C-15

Item 27. Principal Underwriters

     (a) Other investment companies for which Registrant's principal underwriter (exclusive distributor) acts as principal underwriter or exclusive distributor:

<R>

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 BASIC U.S. Government Money Market Fund
7.	Dreyfus BASIC U.S. Mortgage Securities Fund
8.	Dreyfus Bond Funds, Inc.
9.	Dreyfus Cash Management
10.	Dreyfus Cash Management Plus, Inc.
11.	Dreyfus Connecticut Municipal Money Market Fund, Inc.
12.	Dreyfus Founders Funds, Inc.
13.	The Dreyfus Fund Incorporated
14.	Dreyfus Government Cash Management Funds
15.	Dreyfus Growth and Income Fund, Inc.
16.	Dreyfus Growth Opportunity Fund, Inc.
17.	Dreyfus Index Funds, Inc.
18.	Dreyfus Institutional Cash Advantage Funds
19.	Dreyfus Institutional Money Market Fund
20.	Dreyfus Institutional Preferred Money Market Funds
21.	Dreyfus Institutional Reserves Funds
22.	Dreyfus Intermediate Municipal Bond Fund, Inc.
23.	Dreyfus International Funds, Inc.
24.	Dreyfus Investment Grade Funds, Inc.
25.	Dreyfus Investment Portfolios
26.	The Dreyfus/Laurel Funds, Inc.
27.	The Dreyfus/Laurel Funds Trust
28.	The Dreyfus/Laurel Tax-Free Municipal Funds
29.	Dreyfus LifeTime Portfolios, Inc.
30.	Dreyfus Liquid Assets, Inc.
31.	Dreyfus Massachusetts Municipal Money Market Fund
32.	Dreyfus Midcap Index Fund, Inc.
33.	Dreyfus Money Market Instruments, Inc.
34.	Dreyfus Municipal Cash Management Plus
35.	Dreyfus Municipal Funds, Inc.
36.	Dreyfus Municipal Money Market Fund, Inc.
37.	Dreyfus New Jersey Municipal Money Market Fund, Inc.
38.	Dreyfus New York Municipal Cash Management
39.	Dreyfus New York Tax Exempt Bond Fund, Inc.
40.	Dreyfus New York AMT-Free Municipal Money Market Fund
41.	Dreyfus U.S. Treasury Intermediate Term Fund
42.	Dreyfus U.S. Treasury Long Term Fund
43.	Dreyfus 100% U.S. Treasury Money Market Fund
44.	Dreyfus Pennsylvania Municipal Money Market Fund
45.	Dreyfus Premier California AMT-Free Municipal Bond Fund, Inc.

</R>

C-16

<R>

46.	Dreyfus Premier Equity Funds, Inc.
47.	Dreyfus Premier GNMA Fund, Inc.
48.	Dreyfus Premier Investment Funds, Inc.
49.	Dreyfus Premier Manager Funds I
40.	Dreyfus Premier Manager Funds II
51.	Dreyfus Premier Municipal Bond Fund
52.	Dreyfus Premier New Jersey Municipal Bond Fund, Inc.
53.	Dreyfus Premier New York AMT-Free Municipal Bond Fund
54.	Dreyfus Premier Opportunity Funds
55.	Dreyfus Premier Short-Intermediate Municipal Bond Fund
56.	Dreyfus Premier State Municipal Bond Fund
57.	Dreyfus Premier Stock Funds
58.	The Dreyfus Premier Third Century Fund, Inc.
59.	Dreyfus Premier Worldwide Growth Fund, Inc.
60.	Dreyfus Short-Intermediate Government Fund
61.	The Dreyfus Socially Responsible Growth Fund, Inc.
62.	Dreyfus Stock Index Fund, Inc.
63.	Dreyfus Tax Exempt Cash Management Funds
64.	Dreyfus Treasury & Agency Cash Management
65.	Dreyfus Treasury Prime Cash Management
66.	Dreyfus Variable Investment Fund
67.	Dreyfus Worldwide Dollar Money Market Fund, Inc.
68.	General California Municipal Money Market Fund
69.	General Government Securities Money Market Funds, Inc.
70.	General Money Market Fund, Inc.
71.	General Municipal Money Market Funds, Inc.
72.	General New York Municipal Bond Fund, Inc.
73.	General New York Municipal Money Market Fund
74.	Strategic Funds, Inc.

</R>

C-17

<R>

(b)
Name and principal		Positions and Offices
Business address	Positions and offices with the Distributor	with Registrant
Jon R. Baum*	Chief Executive Officer and Chairman of the Board	None
J. David Officer*	President and Director	President
Ken Bradle**	Executive Vice President and Director	None
Robert G. Capone*****	Executive Vice President and Director	None
J. Charles Cardona*	Executive Vice President and Director	None
Sue Ann Cormack**	Executive Vice President	None
Dwight D. Jacobsen*	Executive Vice President and Director	None
Mark A. Keleher******	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
James Neiland*	Executive Vice President	None
Sean O’Neil*****	Executive Vice President	None
Irene Papadoulis**	Executive Vice President	None
Matthew Perrone**	Executive Vice President	None
Noreen Ross*	Executive Vice President	None
Bradley J. Skapyak*	Executive Vice President	None
Gary Pierce*	Chief Financial Officer and Director	None
Tracy Hopkins*	Senior Vice President	None
Marc S. Isaacson**	Senior Vice President	None
Denise B. Kneeland*****	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
Ronald Jamison*	Chief Legal Officer and Secretary	None
Joseph W. Connolly*	Chief Compliance Officer (Investment Advisory Business)	Chief Compliance Officer
Stephen Storen*	Chief Compliance Officer	None
Maria Georgopoulos*	Vice President – Facilities Management	None
William Germenis*	Vice President – Compliance and Anti-Money Laundering	Anti-Money Laundering
	Officer	Compliance Officer
Karin L. Waldmann*	Privacy Officer	None
Timothy I. Barrett**	Vice President	None
Gina DiChiara*	Vice President	None
Jill Gill*	Vice President	None
John E. Lane*******	Vice President – Real Estate and Leases	None
Jeanne M. Login*******	Vice President – Real Estate and Leases	None
Edward A. Markward*	Vice President – Compliance	None
Jennifer M. Mills*	Vice President – Compliance	None
Paul Molloy*	Vice President	None
Anthony Nunez*	Vice President – Finance	None
Theodore A. Schachar*	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

</R>

C-18

<R>

(b)
Name and principal		Positions and Offices
Business address	Positions and offices with the Distributor	with Registrant
James Bitetto*	Assistant Secretary	Vice President and
		Assistant Secretary
James D. Muir*	Assistant Secretary	None
Ken Christoffersen***	Assistant Secretary	None

</R>
<R>

*	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 210 University Blvd., Suite 800, Denver, CO 80206.
****	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 595 Market Street, San Francisco, CA 94105.
*******	Principal business address is 101 Barclay Street, New York 10286.

</R>

C-19

Item 28.  Location of Accounts and Records 

1.	The Bank of New York Mellon
	One Mellon Bank Center
	Pittsburgh, Pennsylvania 15258
2.	DST Systems, Inc.
	1055 Broadway
	Kansas City, MO 64105
3.	The Dreyfus Corporation
	200 Park Avenue
	New York, New York 10166

Item 29.  Management Services 

Not Applicable

Item 30.  Undertakings 

None

C-20

SIGNATURES
_____________

<R>

     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, thereunto duly authorized, in the City of New York, and State of New York on the 25^th day of September, 2008.

</R>

THE DREYFUS PREMIER THIRD CENTURY FUND, INC.

BY:  /s/ J. DAVID OFFICER* 

               J. DAVID OFFICER, PRESIDENT 

     Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

<R>

Signatures	Title	Date
/s/J. David Officer*	President (Principal Executive	9/25/08
J. David Officer	Officer)
/s/James Windels*	Treasurer (Principal Financial and	9/25/08
James Windels	Accounting Officer)
/s/Joseph S. DiMartino*	Chairman of the Board of Directors	9/25/08
Joseph S. DiMartino
/s/Clifford L. Alexander, Jr.*	Director	9/25/08
Clifford L. Alexander, Jr.
/s/David W. Burke*	Director	9/25/08
David W. Burke
/s/Whitney I. Gerard*	Director	9/25/08
Whitney I. Gerard
/s/George L. Perry*	Director	9/25/08
George L. Perry

</R>  

*BY:	/s/Robert R. Mullery
	Robert R. Mullery
	Attorney-in-Fact

EX-23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the captions "Financial Highlights" and "Counsel and Independent Registered Public Accounting Firm" and to the use of our report dated July 16, 2008, which is incorporated by reference, in this Registration Statement (Form N-1A Nos. 2-40341 and 811-2192) of The Dreyfus Premier Third Century Fund, Inc.

ERNST & YOUNG LLP

New York, New York
September 24, 2008

EX-99

Personal Securities Trading Policy

November 2007

Chief Executive Officer’s Letter

Dear Fellow Employee:

The highest standards of ethical business practices and unwavering loyalty to our clients have been the cornerstones of our culture. Our Shared Values – Client Focus, Trust, Teamwork and Outperformance – are our guiding principles and underscore our commitment to conduct the Company’s business honorably at all times.

We have many opportunities to grow and strengthen our Company. But we must deal effectively with the inherent risk that comes with managing an expanding complex global operation. Building a reputation of integrity takes the hard work of many people over many years. But reputations are fragile and can be damaged by just one person making a poor decision. So every employee must accept personal responsibility for our good reputation and work each day to maintain it.

One area of particular importance is the continued emphasis the Company places on ensuring that our personal investments are free from conflicts of interest and in full compliance with the laws and regulations of all jurisdictions in which we do business.

The Company’s leading role in the investment industry carries with it special responsibilities for each of us to preserve the integrity and credibility of that industry. To respond to regulations and satisfy our desire to demonstrate our commitment to the highest ethical business standards, the Personal Securities Trading Policy has been developed.

I urge you to take the time to fully understand the policy and consult it whenever you are unsure about appropriate activity regarding your investments. We are all responsible for following the procedures and respecting the limitations placed on our personal investments as described in the Personal Securities Trading Policy.

Introduction

Purpose of the Policy

The Personal Securities Trading Policy (the Policy) is designed to reinforce The Bank of New York Mellon Corporation’s (the Company’s) reputation for integrity by avoiding even the appearance of impropriety in the conduct of Company business. The Policy sets forth procedures and limitations which, govern the personal securities transactions of every employee.

The Company and its employees are subject to certain laws and regulations governing personal securities trading, including the securities laws of various jurisdictions. The Company expects its employees to adhere to such laws and has developed this Policy to promote the highest standards of behavior and ensure compliance with applicable laws.

Policy Administration

The Policy is developed, interpreted, and administered by the Ethics Office. Amendments or waivers may only be granted at the discretion of the Manager of the Ethics Office. Any waiver or exemption will be official only if evidenced in writing. All waivers or exemptions will be maintained in the Ethics Office. 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 provide interpretive guidance to the Ethics Office and will specifically oversee the personal trading activities of employees designated as Access Decision Makers (ADMs). The IEC will meet periodically to consider issues related to personal securities trading and investment activity by ADMs.

General Covered Activities

All employees of the Company and its subsidiaries that are more than 50% owned by the Company 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 – Consultants, Independent Contractors and Temporary Employees” for a more detailed discussion).

The provisions of the Policy have worldwide applicability and cover trading in any part of the world. Employees are also subject to applicable laws of jurisdictions in those countries in which they conduct business. To the extent any particular portion of the Policy is inconsistent with, or in particular less restrictive than such laws, employees should consult the General Counsel or the Manager of the Ethics Office.

This Policy covers the personal trading activities of all employees in their own accounts and in accounts in which they have indirect ownership. Employees are reminded that various securities laws attribute ownership to anyone who has the opportunity, directly or indirectly, to share in any profits from a transaction in those securities. This means employees will be held to full compliance for trading that occurs in accounts not owned directly by the employee, but deemed to be indirectly owned.

While employees should consult the Glossary for a complete definition of the terms “security” and “indirect ownership”, in general they mean:

• security – any investment that represents an ownership stake or debt stake in a company or government. While the Policy provides for exemptions for certain securities, all securities are covered unless expressly exempt from reporting or preclearance.

• indirect ownership – 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 you have the opportunity to directly or indirectly share, at any time, in profits derived from transactions in such securities. Employees are strongly urged to carefully review the definition of indirect ownership in the Glossary as securities held in trusts and partnerships may be covered by this Policy.

Your Compliance is Required

Employees should be aware that they may be held personally liable for any improper or illegal acts committed during the course of their employment and that “ignorance of the law” is not a defense. Employees may be subject to civil penalties such as fines, regulatory sanctions including suspensions, as well as criminal penalties.

Employees must read the Policy and must comply with it – in this regard, employees should comply with the spirit of the Policy as well as the strict letter of its provisions. Failure to comply with the Policy may result in the imposition of serious sanctions, including, but not limited to, disgorgement of profits, cancellation of trades, selling of positions, suspension of personal trading privileges, dismissal, substantial personal liability and referral to law enforcement agencies or other regulatory agencies.

Employees must also comply with the Company’s Code of Conduct and Interpretive Guidance, which addresses compliance with laws, conflicts of interest, respecting confidential information and other ethical issues.

The Company will provide all employees with copies of the Policy and all amendments. This may be through on-line access. Periodically, you may be required to acknowledge your receipt of the Policy and any amendments. This may be through on-line certification.

Getting Help and Reporting Violations

Getting Help

      If you have a question about the Policy please contact the:

Securities Trading Policy Help Line

Telephone:

• 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

The Company wants to hear from you. If you want to report a concern regarding ethical business conduct, or if you want to report a violation of this Policy, the Company’s Code of Conduct and Interpretive Guidance or related Company policies, or if you want to report a concern regarding ethical business conduct, please contact the Ethics Office. Known violations of the Policy must be reported and either the Ethics Help Line or the Ethics Hot Line (Ethics Point) may be used for this purpose. Below is the relevant contact information.

Ethics Help Line - This line is answered by Ethics Office staff 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: appropriate international access code + 800-710-63562 (Access codes are: 0061010, 001010, 0041010 or 0033010)
• United States and Canada: 1-888-635-5662
• All other locations: call collect to 412-236-7519

      Email: ethics@bnymellon.com

      Mail: The Bank of New York 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 (Ethics Point) by:

      Telephone: Dial the AT&T Direct Access Number noted below assigned to your carrier (if one is needed). Then, at the
      voice prompt or AT&T Operator request, enter the toll free Ethics Hot Line number. There is no need to dial a "1" before 
      the toll-free number outside the U.S. and Canada.

Ethics Hot Line (Ethics Point) number: 866-294-4696

AT&T Direct Access Numbers:

• Australia: (carrier: Telstra) 1-800-881-011; (carrier: Optus) 1-800-551-155
• Brazil: 0-800-890-0288

• Canada: No Direct Access Code needed
• Hong Kong: (carrier: Hong Kong Telephone) 800-96-1111; (carrier: New World Telephone) 800-93-2266
• India: 000-117
• Ireland: 1-800-550-000; (Universal International Freephone Number) 00-800-222-55288
• Japan: (carrier: IDC) 00 665-5111; (carrier: JT) 00 441-1111; (carrier: KDDI) 00 539-111
• Singapore: (carrier: Sing Tel) 800-011-1111; (carrier: StarHub) 800-001-0001
• United Kingdom: (carrier: British Telecom) 0-800-89-0011; (carrier: C&W) 0-500-89-0011; (carrier: NTL) 0-800-013-0011
• United States: No Direct Access Code needed

     Web:

• File a Report online using the Ethics Hot Line (Ethics Point) (this web page is hosted on EthicsPoint's secure servers and is not part of the Company’s web site or intranet).
• Visit EthicsPoint at http://www.ethicspoint.com

      Mail: EthicsPoint, Inc, 13221 SW 68th Parkway, Suite 120 Portland, OR 97223 USA

Classification of Employees

The Policy imposes different requirements and limitations on employees based on the nature of their activities for the Company, therefore, each employee will be assigned a classification. Classification assignments are the responsibility of sector/function-level compliance and business management, in consultation with the Ethics Office. Employees will be designated into one of the following classifications:

• Access Decision Maker
• Investment Employee
• Insider Risk Employee
• Other Employee

It is the responsibility of each manager to communicate an employee’s classification and an employee’s obligation to confirm their classification with their manager, Compliance Officer or the Ethics Office.

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 recommendations or decisions regarding the purchase or sale of equity, convertible debt, and non-investment grade debt securities for mutual funds and other managed accounts. The IEC must designate all persons classified as ADMs. The following employees are generally not ADMs:

• Traders
• Portfolio Managers of funds which are limited to replicating an index

Micro-Cap ADMs (MCADMs) - MCADMs are a subset of ADMs who make recommendations or decisions regarding the purchase or sale of any security of an issuer with a low common equity market capitalization. The following market capitalization thresholds should be followed when determining whether or not an ADM should be considered a MCADM:

• United States - market capitalization is equal to or less than $250 million
• United Kingdom - market capitalization is equal to or less than £150 million
• Japan - market capitalization is equal to or less than ¥20 billion
• Brazil – market capitalization is equal to or less than R$10 million

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, or are involved in making securities recommendations to advisory clients or have access to such recommendations before they are public.

      This will typically include employees in the Asset Management and Wealth Management businesses, such as:

• 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., includes 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 Investment
Advisers Act of 1940

- in the U.K., includes employees in companies undertaking specified activities under the Financial
Services and Markets Act 2000 (Regulated Activities), Order 2001 and therefore regulated by the
Financial Services Authority

• any member of the Company’s Operating Committee who, as part of his/her usual duties, has management responsibility for fiduciary activities or routinely has access to information about advisory clients’ securities transactions.

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 possess or receive, material nonpublic information concerning Company clients. All members of the Operating Committee who are not otherwise classified as Investment Employees will be classified as Insider Risk Employees.

Other Employee

You are considered to be an Other Employee if you are an employee of the Company or any of its direct or indirect subsidiaries who is not an Insider Risk Employee, Investment Employee, or an ADM.

Consultants, Independent Contractors and Temporary Employees

Managers should inform consultants, independent contractors and temporary employees of the general provisions of the Policy (such as the prohibition on trading while in possession of material nonpublic information). Whether or not a consultant, independent contractor or temporary employee will be required to preclear trades or report their personal securities holdings will be determined on a case-by-case basis. If one of these persons would be considered an Insider Risk Employee, Investment Employee or ADM if he/she were a Company employee, the person’s manager should advise the Ethics Office and the Compliance Officer who will determine whether such individual should be subject to the preclearance and reporting requirements of the Policy.

General Standards of Conduct

The General Standards of Conduct below apply to all employees of the Company. In addition to these standards, employees must refer to the specific section for their classification under this Policy and follow those additional requirements.

Your Responsibility

Every employee must follow the General Standards of Conduct set forth in this Policy or risk serious sanctions, 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.

Approved Broker-Dealers

U.S. based employees who are required by this Policy to report their securities accounts, securities holdings or preclear securities transactions will be required to maintain 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.

Clients Interests

No employee may engage in or recommend any securities transaction that places, or appears to place, his or her own interests above those of any client to whom financial services are rendered, including mutual funds and managed accounts, or above the interests of the Company and its clients. Trading for clients and Company accounts should always take precedence over employees’ transactions for their own or related accounts.

Fiduciary Duties

The Company and its employees owe fiduciary duties to certain clients. Every employee must be mindful of these fiduciary duties, must use his or her best efforts to fulfill them and must promptly report to the Ethics Office and their Compliance Officer any failure by any Company employee to fulfill them.

Protecting Material Nonpublic Information and Compliance with Securities Laws

In carrying out their job responsibilities, employees 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 and other parties that, for various reasons, should be treated as confidential. All employees are expected to strictly comply with measures necessary to preserve the confidentiality of information. Employees should refer to the Company’s Code of Conduct and Interpretive Guidance for additional guidance.

Employees are not permitted to divulge the current portfolio positions, pending changes of a portfolio manager, current or anticipated portfolio transactions, or programs or studies, of the Company or any Company client to anyone unless it is properly within their job responsibilities to do so.

Protecting Material Nonpublic Information

No employee may engage in or recommend a securities transaction, for his or her own benefit or for the benefit of others, including the Company or its clients, while in possession of material nonpublic information regarding such securities or the issuer of such securities. No employee may pass material nonpublic information to others unless it is properly within his or her job responsibilities to do so. These prohibitions remain in effect until the information has become public.

The Company’s Policy on Material Nonpublic Information

General Policy – securities laws generally prohibit the trading of securities while in possession of "material nonpublic" information regarding the issuer of those securities (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 entity, 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.

General Standards of Conduct - continued

The Company’s Policy on Material Nonpublic Information - continued

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 which may be attributable, directly or indirectly, to the issuer or its insiders is likely to be deemed nonpublic information. Most companies announce material information through a press release, a regulatory filing, and/or a posting on the company’s website. So, 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 non-public.

Material Information – 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. Obviously, information that would affect the market price of a security (price sensitive information) would be material. Examples of information that might be material include:

• proposals/agreements for a merger, acquisition or divestiture, or sale/purchase of substantial assets
• tender offers (for both the party making the offer as well as for the issuer for which the offer is made)
• extraordinary dividend declarations or changes in the dividend rate
• extraordinary borrowings or liquidity problems
• defaults under agreements or actions by creditors, clients or suppliers relating to a company's credit standing
• earnings and other financial information, such as significant restatements, large or unusual write-offs, write-downs, profits or losses
• pending discoveries or developments, such as new products, sources of materials, patents, processes, inventions or discoveries of mineral deposits
• proposals/agreements concerning a financial restructuring
• proposals to issue/redeem securities, or a development with respect to a pending issuance or redemption of securities
• significant expansion or contraction of operations
• information about major contracts or increases/decreases in orders
• the institution of, or a development in, litigation or a regulatory proceeding
• developments regarding a company's senior management
• information about a company received from a director of that company
• information regarding possible noncompliance with environmental protection laws
• information that is inconsistent with published information, such as regulatory reports or press releases
• extraordinary shareholder proposals
• information regarding major labor developments, including collective bargaining agreements
• developments regarding pension plans or other employee benefit plans
• a change in a fund’s investment objective, investment adviser, sub adviser, or portfolio manager (unless the portfolio manager is for a money market fund, an index fund or a model-driven fund)

The list above is not exhaustive. All relevant circumstances must be considered when determining whether an item of information is material. Employees should always err on the side of caution and consider information material or nonpublic when there is doubt. Questions on material nonpublic information, or specific information that might be subject to it, should be referred to the General Counsel’s Office.

General Standards of Conduct - continued

The Company’s Policy on Material Nonpublic Information - continued

Fact vs. Opinion – generally, only facts can constitute material nonpublic information. Rumors, speculation and opinions cannot. However, opinions can constitute material nonpublic information if (i) they are based upon material nonpublic information (such as the Company’s internal credit ratings) or (ii) the opinion itself can move the market price of the issuer’s securities (such as a devastating Wall Street Journal article that has not yet been published).

Consultants, Contractors and Temporary Workers – employees managing the work of consultants, contractors and temporary employees who have access to the types of confidential information described in the Policy are responsible for ensuring that consultants and temporary employees are aware of the Company’s policy and the consequences of noncompliance.

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 of material nonpublic information and misuse of confidential information. This is because one Company 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.

To engage in such broad-ranging financial services activities without violating laws or breaching the Company’s fiduciary duties, the Company has established a “Securities Firewall” policy applicable to all employees. The "Securities Firewall" separates the Company units or individuals that are likely to receive material nonpublic information (potential Insider Risk functions) from the 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 potential material nonpublic information to immediately contact a Firewall Officer before doing anything else (i.e. before telling anyone else the information or acting upon it in any way). Employees should refer to Policy II-A-060, Securities Firewalls for additional details.

Special Caution For Employees Who Have Investment Responsibilities: Care should be taken to avoid receiving material nonpublic information, as doing so could create severe limitations on your ability to carry out your responsibilities to the Company’s fiduciary clients.

Dealing in Funds

The Company’s role as an adviser and servicer to investment funds imposes upon it special duties to preserve the integrity and credibility of the fund industry. Employees should not knowingly participate in or facilitate late trading, market timing or any other activity with respect to any fund in violation of applicable law or the provisions of the fund’s disclosure documents. These restrictions include funds held within employee benefit plans (such as 401(k)) and other types of accounts established for retirement purposes.

Reminder: Employees classified as ADMs and Investment Employees have further restrictions when dealing in Proprietary Funds (see specific rules for these classifications).

General Standards of Conduct - continued

When You Trade in Company Securities

General Restrictions

All employees who trade in Company securities should be aware of their unique responsibilities as an employee of 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 owned both directly and indirectly. These restrictions are to be followed in addition to any restrictions that apply to employees who are identified as having access to the Company’s pre-release earnings (see section titled Restrictions on Pre-Release Earnings Group for further information).

• .Short Sales – short sales of Company securities by employees are prohibited.
• Short-Term Trading – employees are prohibited from purchasing and selling, or from selling and purchasing, Company securities within any 60 calendar day period. NOTE: In addition to any other sanctions, employees will be required to disgorge any profits realized on such short-term trades in accordance with procedures established by senior management.
• Margin Transactions - purchases on margin of the Company’s publicly traded securities by employees is prohibited. Margining Company securities in connection with a cashless exercise of an employee stock option through the Human Resources Department is exempt from this restriction. Further, Company securities may be used to collateralize loans for non-securities purposes or for the acquisition of securities other than those issued by the Company.
• Option Transactions - option transactions involving the Company’s publicly traded securities are prohibited. Transactions under the Company’s Long-Term Incentive Plan or other employee option plans are exempt from this restriction.
• Major Company Events – employees who have knowledge of major Company events that have not yet been announced are prohibited from buying or selling the Company’s publicly traded securities before such public announcements, even if the employee believes the event does not constitute material nonpublic information.

Restrictions on Pre-Release Earnings Group

Every quarter, the Company imposes a restriction on employees who have access to inside information with respect to the Company’s financial results (referred to as “Pre-Release Earnings Group”). Employees subject to pre-release earnings restrictions are prohibited from trading the Company’s securities prior to the Company’s public earnings announcement.

The Pre-Release Earnings Group consists of:

• All members of the Company’s Operating Committee
• Any individual determined by the Company’s Corporate Finance Department to be a member of the group

Each restricted period will begin at 12:01AM, Eastern Time, on the 15th day of the month preceding the end of each calendar quarter and will end on the 2^nd trading day after the public announcement of the Company’s earnings for that quarter. Therefore, 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.

Employees who continue to be in possession of inside information at the end of a restricted period may not trade until such information is either publicly disclosed or is no longer material. From time to time, however, the restricted period may be extended for some, or all, members of the group at the discretion of the Company.

Company 401(k) Plan

Actions regarding your interest in Company Stock under the Company’s 401(k) Plan are treated as follows:

Elections regarding future contributions to Company Stock are not deemed to be transactions in Company Stock and therefore are not subject to preclearance and reporting requirements or to the short-term trading prohibition.

Payroll deduction contributions to Company Stock are deemed to be done pursuant to an automatic investment plan. They are not subject to preclearance and reporting requirements or to the short-term trading prohibition.

Movements of balances into or out of Company Stock are not subject to preclearance but are deemed to be purchases or sales of Company Stock for purposes of the short-term trading prohibition. This means employees are prohibited from increasing their existing account balance allocation to Company Stock and then decreasing it within 60 calendar days. Similarly, employees are prohibited from decreasing their existing account balance allocation to Company Stock and then increasing it within 60 calendar days. However changes to existing account balance allocations in the 401(k) plan will not be compared to transactions in Company securities outside the 401(k) for purposes of the short-term trading prohibition. Any profits realized on short-term trading in Company Stock in the 401(k) will not have to be disgorged. (Note: This does not apply to members of the Company’s Operating Committee, who must consult with the Legal Department.)

General Standards of Conduct - continued

When You Trade in Company Securities – continued

Company Employee Stock Options

Receipt or Exercise of an employee stock option from the Company is exempt from the reporting and preclearance requirements and does not constitute a purchase or sale for the purpose of the 60 calendar day prohibition.

Sales - The sale of the Company securities that were received in the exercise of an employee stock option is treated like any other sale under the Policy, regardless of how little time has elapsed between the option exercise and the sale. Thus, such sales are subject to the reporting requirements and are considered sales for purposes of the 60 calendar day prohibition. Insider Risk, Investment and ADM employees must preclear such sales.

NOTE: The exercise of an employee stock option that is part of a “cashless exercise for cash” is exempt from the preclearance and reporting requirements and will not be considered a purchase or sale for purposes of the short term trading prohibition.

Company Employee Stock Purchase Plan (ESPP)

Enrollment and Changing Salary Withholding Percentages in the ESPP are exempt from preclearance and reporting requirements and do not constitute a purchase for purposes of the 60 calendar day prohibition.

Selling Shares Held in the ESPP – Employees are not required to preclear or report sales of stock held in the ESPP, including shares acquired upon reinvestment of dividends. However, sale of stock held in the ESPP is considered a sale for purposes of the 60 calendar day prohibition and will be compared to transactions in Company securities outside of the ESPP.

Selling Shares Previously Withdrawn - The sale of the Company securities that were received as a withdrawal from the ESPP is treated like any other sale under the Policy, regardless of how little time has elapsed between the withdrawal and the sale. Thus, such sales are subject to the reporting requirements and are considered sales for purposes of the 60 calendar day prohibition. Insider Risk, Investment and ADM employees must preclear such sales.

Company Restricted Stock

Receipt of an award of Company Restricted Stock is exempt from the reporting and preclearance requirements and does not constitute a purchase or sale for purposes of the 60 calendar day prohibition.

Vesting of an award of Company Restricted Stock is exempt from the preclearance requirement and does not constitute a purchase or sale for purposes of the 60 calendar day prohibition. However, since the shares are no longer restricted after they vest, the Policy requires Insider Risk, Investment and ADM employees to report their holdings of these shares.

Sales – The sale (through Company-approved procedures) of a portion of the Company stock received in a restricted stock award at the time of vesting in order to pay for tax withholding is exempt from the preclearance requirement, and does not constitute a purchase or sale for purposes of the 60 calendar day prohibition. The number of shares reported pursuant to the preceding paragraph should be the net number remaining after the sale. All other sales of Company stock received in a restricted stock award are treated like any other sale under the Policy. Thus, such sales are subject to the reporting requirements and are considered sales for purposes of the 60 calendar day prohibition. Insider Risk, Investment and ADM employees must preclear such sales.

General Standards of Conduct - continued

When You Trade in Non- Company Securities

When employees buy or sell securities of issuers with which the Company does business, or other third-party issuers, liability could result on the part of such employee. Every employee must be sensitive to even the appearance of impropriety in connection with their personal securities transactions, including those owned indirectly. Employees should refer to the Company’s Code of Conduct and Interpretive Guidance that contains restrictions on investments employees make with parties that do business with the Company. Additional restrictions are listed below.

General Restrictions

• Excessive Trading – Employees are discouraged from trading at a level that intrudes on their ability to fulfill their job responsibilities.
• Speculative Trading – Employees are discouraged from the type of trading that could distract them from their job duties. Examples could include short-term trading, trading in naked options or other types of speculative trading.
• Front Running - Employees are prohibited from “front running,” that is, the purchase or sale of securities for their own or the Company’s accounts on the basis of their knowledge of the Company’s trading positions or plans or those of the Company’s clients.
• Scalping – Employees are prohibited from "scalping," that is, the purchase or sale of securities for clients for the purpose of affecting the value of a security owned or to be acquired by the employee or the Company.
• Spread Betting – Employees are prohibited from “spread betting” (essentially taking bets on securities pricing to reflect market movements) or similar 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

Employees are prohibited from acquiring securities through an allocation by the underwriter of an Initial Public Offering (IPO) without prior approval of the Ethics Office (ADM employees must have prior approval from the IEC). Approval can be given only when the allocation comes through an employee of the issuer who is a direct family relation of the Company 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 placing the trade.

General Standards of Conduct - continued

When You Trade in Non- Company Securities - continued

Private Placements

Acquisition – Employees are prohibited from acquiring any security in a private placement unless they obtain prior written approval. The Ethics Office, Compliance Officer and Operating Committee Member (representing the employee’s line of business or department) must all give approval before the investment may proceed. For ADM employees, approval must be given by the IEC. An approval request must be submitted on the “Private Placement: Preliminary Questionnaire” form which can be located on MySource or by sending an email to securitiestradingpolicyhelp@bnymellon.com.

Subsequent Actions – after receipt of the necessary approvals and the acquisition, employees are required to disclose that investment to the Compliance Officer if they participate in any subsequent consideration of credit for the issuer, or of an investment in the issuer for an advised account. The decision to acquire such securities for an advised account will be subject to independent review.

Important information for ADM employees

• Approval considerations - The IEC will generally not approve an acquisition in which any managed fund or account is authorized to invest within the ADM’s fund complex. The IEC will take into account the specific facts and circumstances of the request prior to reaching a decision on whether to authorize a private placement investment. These factors include, among other things, whether the opportunity is being offered to an individual by virtue of his or her position with the Company or its affiliates, or his or her relationship to a managed fund or account. ADMs are expected to comply with the IEC’s request for any information and/or documentation necessary 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.
• Approval to Continue to Hold Existing Investments – Within 90 days of being designated an ADM, employees who have holdings of securities obtained in a private placement must request the written authorization of the IEC to continue holding the security.

Additional Rules for ADM and Investment Employees

Summary of Requirements

It is imperative that the Company and its affiliates avoid even the appearance of a conflict between the personal securities trading of its employees and its fiduciary duties to investment companies and managed account clients. These requirements apply to accounts owned directly and indirectly. In addition to the General Standards of Conduct, Investment and ADM employees are required to:

• report securities accounts and holdings, including accounts that hold Proprietary Funds
• report transactions and update holdings in securities and Proprietary Funds on a quarterly basis
• obtain preclearance prior to initiating a securities transaction, including Proprietary Funds (unless expressly exempt)
• avoid short-term trading (this does not apply to short-term transactions in Company securities which are prohibited by policy)

Reminders
Proprietary Funds - are included in the requirements

• A Proprietary Fund is an investment company or collective fund for which a Company subsidiary serves as an investment adviser, sub-adviser or principal underwriter (for purposes of this Policy, Money Market Funds are not Proprietary Funds)
• Indirect interests in Proprietary Funds (such as through a spouse’s 401(k) plan or other retirement plan) are subject to the requirements of this Policy
• A list of Proprietary Funds is published on MySource or can be obtained by sending an email to securitiestradingpolicyhelp@bnymellon.com
• Employees must not trade in shares of any Proprietary Fund while in possession of material nonpublic information nor may they pass the information along to others who do not need to know the information in order to carry out their job responsibilities with the Company (refer to the General Standards of Conduct regarding the Company’s Policy on Material Nonpublic Information for further information)

Investment Clubs

• Investment clubs are organizations whose members make joint decisions on which securities to buy or sell and securities are generally held in the name of the investment club
• Prior to participating in an Investment Club, employees are required to obtain written permission from the Preclearance Compliance Officer
• Employees who receive permission to participate in an investment club are subject to the requirements of this Policy (including the preclearance provisions)

Additional Requirements for ADM employees

• submit a “Special Purpose ADM Quarterly Securities Report”
• submit “Contemporaneous Disclosures” prior to making or acting upon a portfolio or managed account recommendation
• ADMs who are Portfolio Managers are prohibited from buying or selling a security within 7 calendar days before and after their investment company or managed account has effected a transaction in that security (this restriction does not apply to Portfolio Managers of index funds)
• ADMs who are also MCADMs are required to comply with additional approval and reporting requirements when trading or holding securities of issuers with low common equity market capitalization; this requirement applies to all MCADMs whether they are a Portfolio Manager or a Research Analyst
  Your Responsibility – it is an ADMs responsibility to confirm with his or her Preclearance Compliance Officer whether or not he or she is required to comply with the requirements above for Portfolio Managers or MCADMs.
  Monitoring for Compliance - The IEC will monitor ADMs’ compliance with all provisions of this Policy.

Additional Rules for ADM and Investment Employees - continued

Report Securities Accounts and Holdings, including Proprietary Funds

Account Statements and Trade Confirmations - employees are required to instruct their broker, trust account manager or other entity through which they have a securities or Proprietary Fund account 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, 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 tra ded in it, the account must be reported and duplicate account statements and trade confirmations must be provided to the Company.

Initial Holdings Report – within 10 calendar days of being designated an Investment Employee or ADM, employees must file an “Initial Holdings Report”. The report must be an accurate recording of security accounts and individual holdings of securities within the last 45 calendar days of filing the report. Below is a list of required items that must be reported:

• accounts that may trade securities and/or Proprietary Funds
• securities and Proprietary Funds held in the above accounts
• securities and Proprietary Funds held outside of accounts

Exemption from Reporting Accounts and Holdings – employees are not required to report accounts or holdings for certain security types or accounts (this exemption also applies to transaction reporting). Below are the approved exemptions:

• non-discretionary accounts which are defined as those in which the Ethics Office has deemed to be exempt after a review of the account documents has clearly proven the employee has given total investment discretion to an investment manager and retains no ability to influence specific trades
• Exempt Securities as defined in the Glossary
• accounts that can only hold items that are not securities (such as bank deposit accounts)
• company stock held in a bona fide employee benefit plan of an organization not affiliated with the Company by an employee of that organization who is a member of the Company employee’s immediate family. For example, if an employee’s spouse works for a company unrelated to the Company, the employee is not required to report or obtain approval for transactions that his/her spouse makes in the company stock (employer’s securities) so long as they are part of an employee benefit plan. This< /FONT> exemption does not apply to the following:

- any plan that allows the employee to buy and sell securities other than those of their employer.
  Such situations would subject the account to all requirements of this Policy.

- for ADM employees only, the provisions in this Policy regarding “Contemporaneous Disclosures”
  and the “Special Purpose ADM Quarterly Securities Report”, the company owned stock held within
  a family member’s employee benefit plan are subject to the requirements to file a
  “Contemporaneous Disclosure” and to be included on the “Special Purpose ADM Quarterly
  Securities Report”, as necessary. However the ADM employee is not required to obtain approval
  for transactions that his/her family member makes in the company stock (employer’s
  securities) nor is the family member’s holding of such stock required to be reported on an initial or
  quarterly holdings report, so long as they are part of an employee benefit plan.

- Additional Reminders:

• Reminder for Proprietary Fund Holdings – employees are reminded that if the non- Company employee 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 benefit plans.

Additional Rules for ADM and Investment Employees - continued

Report Transactions and Update Holdings on a Quarterly Basis

Quarterly Reporting of Holdings and Transactions – within 30 calendar days of the end of a calendar quarter, employees are required to file a report of securities transactions, accounts and holdings. The report must contain the following:

• securities transactions, including Proprietary Fund transactions, made throughout the quarter
• current list of securities accounts, including those that hold Proprietary Funds
• updated listing of securities holdings, including Proprietary Funds, both those held within and outside of accounts
• acknowledgement of compliance with the Policy

Reminder when updating holdings – employees are required to provide an update to holdings positions for activity that does not require preclearance (such as gifts, inheritances, corporate actions, receipt of dividends, etc). Such actions that cause an adjustment to the holding in a particular security must be reported as soon as reasonably possible, but no less than quarterly. Certain actions, such as gifts and inheritances, have time deadlines to report the activity and to update holdings. See below for specific requirements.

• Gifts and Inheritances – employees who give (or receive) a gift of securities or receive an inheritance that includes securities (that are not exempt under this policy) must report the activity to the Company within 10 calendar days. The report must disclose the name of the person receiving (giving) the gift or inheritance, date of the transaction, and name of the broker through which the transaction was effected (if applicable).
• A Note About Gifts – gifts must be “bona fide”. This means that the gift of securities must be one where the donor does not receive anything of monetary value in return. An employee who purchases a security with the intention of making a gift is subject to the preclearance requirements described in this Policy.

Obtain Preclearance Prior to Initiating a Transaction, including Proprietary Fund Trades

Prior Preclearance Required – employees must not trade a security, including Proprietary Fund trades, without prior written approval from the Preclearance Compliance Officer (verbal approvals are deemed impermissible). Unless expressly exempt, all securities transactions are covered by this preclearance requirement. Preclearance applies to securities, including Proprietary Funds, held in the employee’s name as well as those owned indirectly. The employee will be notified whether or not the request has been approved or denied. If denied, the reason will not be disclosed and employees should not infer from the preclearance response anything regarding the security for which preclearance was requested.

Rules for Preclearance – although requests for preclearance does not obligate an employee to make a trade, preclearance should not be sought for transactions the employee does not intend to make. Employees should not discuss with anyone else, inside or outside the Company, the response they received to a preclearance request. If the employee is preclearing as an indirect owner of another’s account, the response may be disclosed to the other owner.

Preclearance Window (or Expiration) – preclearance authorization will expire at the end of the second business day after it is received. The day authorization is granted is considered the first business day. Employees who deal in standard orders to trade at certain prices (sometimes called “limit”, “stop-loss”, “good-until-cancelled”, or “standing buy/sell” orders) are cautioned to be aware that transactions receiving preclearance authorization must be executed before the preclearance expires. At the end of the two-day preclearance authorization period, any unexecuted order must be canceled or a new preclearance authorization must be obtained. If the new preclearance request is denied, the order must be cancelled immediately.

Additional Rules for ADM and Investment Employees - continued

Obtain Preclearance Prior to Initiating a Transaction, including Proprietary Fund Trades -continued

Proprietary Funds – the following requirements apply to transactions in Proprietary Funds:

• Holding Period for Proprietary Funds - employees’ holdings in Proprietary Funds are expected to be long-term investments, rather than the result of trading for short-term profit. Therefore, employees must not purchase and redeem, or redeem and purchase, shares of an individual Proprietary Fund within any 60 calendar day period, unless they have the prior approval of the Preclearance Compliance Officer. Unless the transaction is exempt from preclearance (such as those that are part of an automatic investment plan), employees are expected to comply with this holding period requirement.
• The Company’s 401(k) Plan, Non Self-Directed Accounts – 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. In other words, you do not need to preclear every such movement, but must get prior approval from the Preclearance Compliance Officer if the movement 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 holdings reports.
• Company 401(k) Plan, Self-Directed Accounts – are treated like any other Proprietary Fund account. This means that the reporting, preclearance and holding period requirements apply.

Exemptions from Requirement to Preclear – preclearance is not required for the following type of transactions:

• Exempt Securities as defined in the Glossary
• non-financial commodities (such as agricultural futures, metals, oil, gas, etc.), currency futures, financial futures
• in approved non-discretionary accounts, which are accounts in which an employee has no direct or indirect influence or control over the investment decision-making process
• those that are involuntary on the part of an employee (such as stock dividends or sales of fractional shares); however, sales initiated by brokers to satisfy margin calls are not considered involuntary and must be precleared
• sales of Company Stock received upon the exercise of an employee stock option if the sale is part of a "netting of shares" or "cashless exercise" administered through the Human Resources Department
• changes to elections in the Company 401(k) plan, including those made for Proprietary Funds
• enrollment, changes in salary withholding percentages and sales of shares held in the Company Employee Stock Purchase Plan (ESPP); sales of shares previously withdrawn from the ESPP do require preclearance
• movements of balances of Proprietary Funds held within the Company 401(k) Plan so long as the movements do not occur within a 60 day period; this exemption does not apply to Proprietary Funds held within a self-directed account established as part of the Company 401(k) Plan
• the receipt of a Company Restricted Stock award, the vesting of the award, and the sale (through Company-approved procedures) of a portion of the Company Stock received in the award at the time of vesting to pay tax withholding; this exemption does not apply to subsequent sales of vested shares by the employee
• those pursuant to the exercise of rights (purchases or sales) issued by an issuer pro rata to all holders of a class of securities, to the extent such rights were acquired from such issuer
• sales effected pursuant to a bona fide tender offer
• those effected pursuant to an automatic investment plan, including payroll deduction contributions for Proprietary Funds

Additional Rules for ADM and Investment Employees - continued

Avoid Short-Term Trading

Employees are discouraged from purchasing and selling, or from selling and purchasing, the same (or equivalent) securities within any 60 calendar day period. Transactions that are exempt from preclearance and transactions in Proprietary Funds will not be considered purchases or sales for purposes of profit disgorgement.

Disgorgement – any profits realized on such short-term trades must be disgorged in accordance with procedures established by senior management. Employees should be aware that for purposes of profit disgorgement, trading in derivatives (such as options) is deemed to be trading in the underlying security. (See the Glossary for an explanation of option transactions.) Therefore, certain investment strategies may be difficult to implement without being subject to profit disgorgement. Furthermore, employees should also be aware that profit disgorgement from 60 calendar day trading may be greater than the economic profit or greater than the profit reported for purposes of income tax reporting.

Additional Requirements for ADM Employees

Submit a Special Purpose ADM Quarterly Securities Report

Requirement – ADMs are required to submit quarterly to the 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:

• securities owned at any time during the quarter which were either recommended for a transaction or in a portfolio managed by the ADM during the quarter
• holdings or transactions in private placements
• holdings in securities with a market capitalization that was equal to or less than:

- in the U.S., $250 million
- in the U.K., £150 million
- in Japan, ¥20 billion
- in Brazil, R$10 million

A form for completing this report can be obtained from the Preclearance Compliance Officer, MySource or by emailing the Ethics Office at securitiestradingpolicyhelp@bnymellon.com .

Exemption – ADMs need not report any security that is defined as an Exempt Security or is otherwise expressly exempt from preclearance.

Submit Contemporaneous Disclosures

Requirement – prior to making or acting upon a portfolio recommendation in a security owned directly or indirectly by the ADM, written authorization must be obtained – referred to as “contemporaneous disclosure”. This disclosure applies to “hold” recommendations as well as buy or sell recommendations. The purpose of disclosure is to confirm that the portfolio recommendation or transaction is not 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.

Exempt ADMs – 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 the disclosure requirement. This exemption does not apply in the following circumstances:

• if the ADM recommends a security which is not in the clone or model portfolio or recommends a model or clone security in a different percentage than model or clone amounts

• when the ADM recommends individual securities to clients, even if the Company shares control of the investment process with other parties

Additional Rules for ADM and Investment Employees - continued

Additional Requirements for ADM Employees - continued

Submit Contemporaneous Disclosures - continued

Fiduciary Duty to Client is Paramount – under no circumstances should a portfolio recommendation or transaction be affected by its impact on personal securities holdings or by the requirement for 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 – prior to the first such portfolio recommendation or transaction in a particular security in a calendar month, approval must be obtained from the ADM’s Chief Investment Officer (CIO) or Chief Executive Officer (CEO) or their designee. Disclosure forms for subsequent transactions in the same security are not required for the remainder of the calendar month so long as purchases (or sales) 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 to the most recent disclosure form, a new disclosure form must be completed prior to the transaction or recommendation.

Exemptions – certain securities holdings are exempt from this requirement. They are:

• Exempt Securities as defined in the Glossary
• held in approved non-discretionary accounts, which are accounts that an employee has no direct or indirect influence or control over the investment decision-making process
• holdings of debt securities which do not have a conversion feature and are rated investment grade or better by a nationally recognized statistical rating organization or unrated but of comparable quality
• holdings of equity securities of the following:

- in the U.S., the top 200 issuers on the Russell list and other companies with a market capitalization of
$20 billion or higher
- in the U.K., the top 100 companies on the FTSE All Share Index and other companies with a market
capitalization of £10 billion or higher
- in Japan, the top 100 companies of the TOPIX and other companies with a market capitalization of ¥2
trillion
- in Brazil, companies on the IBr-X and other companies with a market capitalization of R$200 million

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 from the transaction must be disgorged. The procedures for disgorging profits are established by the IEC. The IEC has determined that the following transactions will not be subject to this disgorgement requirement:

• in the U.S., any transaction of $10,000 or 100 shares (whichever is greater) for companies on the Russell 500 List or any other company with a market capitalization of $5 billion or higher
• in the U.K., any transaction of £6 thousand or 100 shares (whichever is greater) for companies on the FTSE 100 All Share Index or any other company with a market capitalization of £3 billion or higher
• in Japan, any transaction of ¥1 million of companies on the TOPIX 100 or any other company with a market capitalization of ¥500 billion or higher
• in Brazil, any transaction of R$30,000 of companies on the IBr-X or any other company with a market capitalization of R$200 million or higher

Exemption – Portfolio Managers who manage index funds which exactly replicate a clone or model are exempt from the 7 Day Blackout Period.

Additional Rules for ADM and Investment Employees - continued

Additional Requirements for ADM Employees - continued

Requirements for ADMs who are MCADMs (Transactions and Holdings in Micro-Cap Securities)

When a MCADM personally trades (either directly or indirectly) securities with certain market capitalizations, additional approvals are required. 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:

• in the U.S., $100 million or less
• in the U.K., £60 million or less
• in Japan, ¥10 billion or less
• in Brazil, R$3 million or less

Threshold 2 – without the prior written approval of the immediate supervisor and the CIO, MCADMs may not trade the securities of companies with the following market capitalization:

• in the U.S., more than $100 million but less than or equal to $250 million
• in the U.K., more than £60 million but less than or equal to £150 million
• in Japan, more than ¥10 billion but less than or equal to ¥20 billion
• in Brazil, more than R$3 million but less than or equal to R$10 million

Exemption – transactions that are involuntarily acquired, such as through inheritance, gift or spin-off, 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 – to continue holding securities with a certain market capitalization threshold, MCADMs must obtain the approval of the CIO or CEO and provide a copy of the approval to the Preclearance Compliance Officer. The thresholds for the market capitalization in various jurisdictions are:

• in the U.S., equal to or less than $250 million
• in the U.K., equal to or less than £150 million
• in Japan, equal to or less than ¥20 billion
• in Brazil, equal to or less than R$10 million

Additional Rules for Insider Risk Employees

Summary of Requirements

In addition to the General Standards of Conduct, Insider Risk Employees are required to:

• report securities accounts, holdings and transactions
• update securities holdings, and
• obtain preclearance prior to initiating a securities transaction

These requirements apply to accounts owned directly and indirectly.

Caution regarding Investment Clubs – investment clubs are organizations where investor members make joint decisions on which securities to buy or sell. The securities are generally held in the name of the investment club. Since each member of the investment club participates in the investment decision making process, each employee belonging to such a club must first obtain written, documented approval from the Preclearance Compliance Officer before participating in any investment club. If approval is given, the employee must comply with all of the reporting requirements and must preclear the securities transactions of the club.

Credit or Advisory Relationship – If an employee is involved in a credit decision (granting, renewing, modifying or denying) or acting as an adviser to a company with respect to the company’s own securities, he or she may not buy, hold or trade securities of that company without the prior permission of the Ethics Office. In addition, lending employees who have assigned responsibilities in a specific industry group are not permitted to trade securities in that industry. This prohibition does not apply to transactions in open-end mutual funds.

Report Securities Accounts, Holdings and Transactions

Initial Holdings – within 10 calendar days of being designated an Insider Risk Employee the following must be reported:

• a listing of all accounts that may trade securities
• a listing of all securities held in the above accounts (other than those identified as Exempt Securities in the Glossary or those otherwise exempt from preclearance as defined by this Policy)
• a listing of all securities held outside of accounts

Employees must report accounts that do not hold reportable securities, but have the capability of holding such securities (for example, a brokerage account that holds only mutual funds but can hold other types of securities).

The Initial Holdings Report must be an accurate recording of security positions within the last 45 calendar days of being designated an Insider Risk Employee.

On-going Reporting of Holdings and Transactions – routine reports of securities held in an account and those held outside of an account are required to be provided to the Company. Specifically:

• For securities held in an account (such as a broker, trust account manager or other entity maintaining a securities trading account), trade confirmations and statements relating to each account held directly or indirectly must be sent to the Company. Employees must report all securities accounts that can hold a security that is covered by this Policy, regardless of what, if any, securities are held in the account. For example, even if an account contains only mutual funds or Exempt Securities as that term is defined by the Pol icy, but the account has the capability to have reportable securities traded in it, the account must be reported and duplicate account statements and trade confirmations must be sent 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.

Additional Rules for Insider Risk Employees - continued

Report Securities Accounts, Holdings and Transactions - continued

Exemption from Reporting Holdings and Transactions – employees are not required to report holdings or transactions for the following:

• in a non-discretionary account, defined as one in which the Ethics Office has deemed to be exempt after a review of the account documents has clearly proven the employee has given total investment discretion to an investment manager and retains no ability to influence specific trades
• Exempt Securities as defined in the Glossary
• any transaction that is exempt from preclearance
• in accounts that can only hold items that are not securities (such as bank deposit accounts)
• company stock held in a bona fide employee benefit plan of an organization not affiliated with the Company by an employee of that organization who is a member of the employee’s immediate family.
  This exemption does not apply to any such plan that allows the employee to buy and sell securities other than those of their employer. Such situations would subject the holding to the preclearance and reporting provisions.

- NOTE: If an employee’s family member is employed at an unaffiliated company, the employee is
not required to report or obtain approval for transactions in the employer’s securities so long as
they are conducted by and through the family member’s employee benefit plan. In such situations,
the family member’s employer 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 benefit plans.

Update Securities Holdings

Periodically, but no less than annually, employees must submit a statement of holdings, including accounts, and acknowledge compliance with the Policy. The information must be current within 45 calendar days of the date the statement is submitted. Employees are required to update holdings positions for actions that do not require preclearance (such as gifts, inheritances, corporate actions, receipt of dividends etc.). Such actions that cause an adjustment to the holding in a particular security must be reported as soon as reasonable.

Certain actions, such as gifts and inheritances, have time deadlines to report the activity and to update holdings. See below for specific requirements:

• Gifts and Inheritances – employees who give (or receive) a gift of securities or receive an inheritance that includes securities (that are not Exempt under this Policy) must report the activity to the Company within 10 calendar days. The report must disclose the name of the person receiving (giving) the gift or inheritance, date of the transaction, and name of the broker through which the transaction was effected (if applicable).
• A Note About Gifts – gifts must be “bona fide”. This means that the gift of securities must be one where the donor does not receive anything of monetary value in return. An employee who purchases a security with the intention of making a gift is subject to the preclearance requirements described in this Policy.

Additional Rules for Insider Risk Employees - continued

Obtain Preclearance Prior to Initiating a Securities Transaction

Prior Preclearance Required – employees must not trade a security without prior, written approval from the Preclearance Compliance Officer (verbal approvals are deemed impermissible). Unless expressly exempt, all securities transactions are covered by this preclearance requirement. Preclearance applies to securities held in the employee’s name as well as those owned indirectly. The employee will be notified whether or not the request has been approved or denied. If denied, the reason will not be disclosed and employees should not infer from the preclearance response anything regarding the security for which preclearance was requested.

Rules for Preclearance – although requests for preclearance do not obligate an employee to make a trade, preclearance should not be sought for transactions the employee does not intend to make. Employees should not discuss with anyone else, inside or outside the Company, the response they received to a preclearance request. If the employee is preclearing as an indirect owner of another’s account, the response may be disclosed to the other owner.

Preclearance Window (or Expiration) – preclearance authorization will expire at the end of the third business day after it is received. The day authorization is granted is considered the first business day. Employees who deal in standard orders to trade at certain prices (sometimes called “limit”, “stop-loss”, “good-until-cancelled”, or “standing buy/sell” orders) are cautioned to be aware that transactions receiving preclearance authorization must be executed before the preclearance expires. At the end of the three-day preclearance authorization period, any unexecuted order must be canceled or a new preclearance authorization must be obtained. If the new preclearance request is denied, the order must be cancelled immediately.

Exemptions from Requirement to Preclear – preclearance is not required for the following type of transactions:

• Exempt Securities as defined in the Glossary
• open-end and closed-end investment companies (i.e., mutual funds and variable capital companies), regardless of whether they are Proprietary Funds, index funds or exchange traded funds
• municipal bonds
• non-financial commodities (such as agricultural futures, metals, oil, gas, etc.), currency futures, financial futures
• in approved non-discretionary accounts, which are accounts in which an employee has no direct or indirect influence or control over the investment decision-making process
• those that are involuntary on the part of an employee (such as stock dividends or sales of fractional shares); however, sales initiated by brokers to satisfy margin calls are not considered involuntary and must be precleared
• sales of Company Stock received upon the exercise of an employee stock option if the sale is part of a "netting of shares" or "cashless exercise" administered through the Human Resources Department
• changes to elections in the Company 401(k) plan
• enrollment, changes in salary withholding percentages and sales of shares held in the Company Employee Stock Purchase Plan (ESPP); sales of shares previously withdrawn from the ESPP do require preclearance
• the receipt of a Company Restricted Stock award, the vesting of the award, and the sale (through Company- approved procedures) of a portion of the Company Stock received in the award at the time of vesting to pay tax withholding; this exemption does not apply to subsequent sales of vested shares by the employee
• those pursuant to the exercise of rights (purchases or sales) issued by an issuer pro rata to all holders of a class of securities, to the extent such rights were acquired from such issuer
• sales effected pursuant to a bona fide tender offer
• those effected pursuant to an automatic investment plan

Additional Rules for Other Employees

In addition to the General Standards of Conduct, Other Employees are required to follow the procedures described below.

Dealing in Company securities (outside of Company employee benefit programs)

Within 10 calendar days of a transaction in Company securities (purchase or sell), employees must report the transaction in writing to the Ethics Office or the Compliance Officer. Purchases and sales include optional cash purchases under the Company’s Dividend Reinvestment and Common Stock Purchase Plan. Other Employees who are required to report securities holdings and transactions as described below, and are already providing copies of their securities accounts statements and transactions which include transactions in Company securities, do not need to provide a copy of transactions in Company securities.

Credit or Advisory Relationship

If an employee is involved in a credit decision (granting, renewing, modifying or denying) or acting as an adviser to a company with respect to the company’s own securities, he or she may not buy, hold or trade securities of that company without the prior permission of the Ethics Office. In addition, lending employees who have assigned responsibilities in a specific industry group are not permitted to trade securities in that industry. This prohibition does not apply to transactions in open-end mutual funds.

Reporting Securities Holdings and Transactions

Reporting Holdings and Transactions – there are certain Other Employees who must report their securities accounts (such as broker accounts), holdings in securities (both within and outside of accounts) and their transactions in securities. Typically this will apply to employees who are subject to certain laws and regulations (such as employees who are registered representatives of a FINRA supervised broker dealer).

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 are an owner (direct or indirect) 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.

Supplemental Information

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 is 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.

Note for Investment and ADM employees only: Employees should be aware that documents are also available for inspection by the boards of directors, trustees or managing general partners of any Company entity regulated by certain investment company laws.

Restricted List

Preclearance Compliance Officers will maintain a list (the "Restricted List") of companies whose securities are deemed appropriate for implementation of trading restrictions for employees in their line of business or firm. The Restricted List will not be distributed outside of the Compliance Office or the Ethics Office. From time to time, such trading restrictions may be appropriate to protect the Company and its employees from potential violations, or the appearance of violations, of securities laws. 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 on the company. Nevertheless, the contents of the Restricted List will be treated as confidential information to avoid unwarranted inferences. The Preclearance Compliance Officer will retain copies of Restricted Lists for six years.

Standards For Preclearance of De Minimis Transactions (applicable for firms or lines of business who administer compliance for Investment or ADM Employees)

ADM and Investment Employees will generally not be given clearance to execute a transaction in any security that is on the Restricted List maintained by the Preclearance Compliance Officer, or for which there is a pending buy or sell order for an affiliated account (other than an index fund). In certain circumstances, the Preclearance Compliance Officer may approve certain de minimus transactions even when the firm is trading such securities. However, de minimis transactions require preclearance approval.

Restrictions and Conditions – the following restrictions or conditions are imposed upon these standards:

• employee preclearance is required prior to executing the transaction
• if the transaction is a 60 day trade, profit disgorgement will not be waived
• Preclearance Compliance Officers are limited to applying this de minimis standard to only two trades in the securities of any one issuer in any calendar month
• employees must cooperate with the Preclearance Compliance Officer’s request to document market capitalization amounts

Supplemental Information - continued

Standards For Preclearance of De Minimis Transactions (applicable for firms or lines of business who administer compliance for Investment or ADM Employees) - continued

Transaction Limits – the following transaction limits are available for this exception:

Investment Employees

In the U.S.,

• transactions up to $50,000 for companies on the Russell 200 List or other companies with a market capitalization of $20 billion or higher
• transactions of 100 shares or $10,000 (whichever is greater) for companies ranked 201 to 500 on the Russell List or other companies with a market capitalization of $5 billion or higher

In the U.K.,

• transactions up to £30,000 for companies ranked in the top 100 of the FTSE All Share Index or other companies with a market capitalization of £10 billion or higher
• transaction of 100 shares or £6 thousand (whichever is greater) for companies ranked 101 to 250 on the FTSE All Share Index or other companies with a market capitalization of £3 billion or higher

In Japan,

• transactions up to ¥5 million for companies ranked in the top 100 of the TOPIX or other companies with a market capitalization of ¥2 trillion or higher
• transactions of up to ¥1 million of securities for companies ranked 100 to 250 on the TOPIX or other companies with a market capitalization of ¥500 billion or higher

In Brazil,

• transactions up to R$100,000 securities for companies listed on the IBr-X 50 or other companies with a market capitalization of R$500 million or higher
• transactions up to R$30,000 of securities of companies listed on the IBr-X or other companies with a market capitalization of R$200 million or higher

ADM Employees

• in the U.S., transactions up to $10,000 or 100 shares (whichever is greater) of companies in the top 500 of the Russell List or other companies with a market capitalization of $5 billion or higher
• in the U.K., transactions up to £6 thousand or 100 shares (whichever is greater) of companies in the top 100 of the FTSE All Share Index or other companies with a market capitalization of £3 billion or higher
• in Japan, transactions up to ¥1million for companies ranked in the top 100 of the TOPIX or other companies with a market capitalization of ¥500 billion or higher
• in Brazil, transactions up to R$30,000 of companies that belong to the IBr-X or other companies with a market capitalization of R$200 million or higher
  
  NOTE: Some ADMs who are also Portfolio Managers may not be eligible for this de minimus exemption. Questions should be directed to the Preclearance Compliance Officer or the Ethics Office.

Glossary Definitions

• access decision maker - A person designated as such by the Investment Ethics Council. Generally, this will be Portfolio Managers and Research Analysts who make recommendations or decisions regarding the purchase or sale of equity, convertible debt, and non-investment grade debt securities for investment companies and other managed accounts.
  
• approval – written consent or written notice of non-objection.
  
• automatic investment plan – a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.
  Applications to specific situations are as follows:
  
  Dividend Reinvestment Plans (“DRIPs”) – the automatic investment of dividends under a DRIP is deemed to be pursuant to an automatic investment plan. Optional cash purchases (that is, the right to buy additional shares through the DRIP) are not deemed to be pursuant to an automatic investment plan unless they are by payroll deduction, automatic drafting to a checking account or other means specifically included in this definition.
  
  Payroll deductions – deductions from payroll (the Company or otherwise) directly into an investment account are deemed to be done pursuant to an automatic investment plan. This would include payroll deductions for contributions to 401(k) plans and other employee benefit plans.
  
  Bank Account Drafts or Deposits – automatic drafts from a checking or savings account directly to an investment account or automatic deposits directly from an investment account into a checking or savings account, are deemed to be made pursuant to an automatic investment plan, provided that, in either case:

• there is documentation with the investment account indicating specific trades are to be executed according to an express schedule, rather than at the direction of the account party, and
• at least two drafts or deposits are executed according to the schedule.

Automatic mutual fund exchange programs – automatic exchanges of a fixed dollar amount out of one mutual fund to purchase shares of another mutual fund are deemed to be made pursuant to an automatic investment plan.

Automatic mutual fund withdrawal programs – automatic withdrawals of a fixed dollar amount out of a mutual fund are deemed to be made pursuant to an automatic investment plan.

Asset-allocation accounts – asset allocation accounts are investment accounts in which the investor chooses among predetermined asset-allocation models consisting of percentages of a portfolio allocated to fund categories (such as large-cap, mid-cap and small-cap equity funds, tax-free bond funds, international funds, etc). Once a model is chosen, new money is automatically invested according to the model, and the portfolio is automatically rebalanced periodically to keep it in line with the model. For purposes of this Policy, both the investment of new money into, and periodic rebalancings within, an asset-allocation account are deemed to be done pursuant to an automatic investment plan. An Investment Advisory Service account at BNY Mellon Private Wealth Advisers is an asset-allocation account. Brokerage accounts, in which the investor has the continuing ability to direct transactions in specific securities or funds, are not asset-allocation accounts.

College and Medical Care Savings Plans – many jurisdictions have college savings plans (for example, in the U.S. these plans are referred to as “529” plans) or medical savings account plans that provide a tax-advantaged means of investing for future college expenses or paying for medical expenses. These plans vary and the features of the specific plan must be analyzed to determine if it qualifies as an automatic investment plan. For example, these plans could qualify as an automatic investment plan if they meet the requirements of an asset-allocation account, bank account draft or a payroll deduction (see above).

Glossary Definitions - continued

• cashless exercise for cash – as part of the Company’s employee stock option program, employees can choose to “buy” shares of Company Stock at the exercise price and then immediately sell them at fair market value for cash. The employee ends up with cash and does not become a shareholder of Company Stock associated with the option exercise.
• Company – The Bank of New York Mellon Corporation.
• Company 401(k) Plan, Non Self-Directed Accounts – the portion of the Company 401(k) balance invested in the Basic Funds and Company Stock.
• Company 401(k) Plan, Self-Directed Accounts – an account established as part of the Company 401(k) plan that offers employees the opportunity to build and manage their own investment portfolio through the purchase and sale of a broad variety of mutual funds, including both Proprietary and non-Proprietary Funds.
• Compliance Officer – any individual whose primary job duties include responsibility for ensuring that all applicable laws, regulations, policies, procedures, and Code of Conduct and Interpretive Guidance are followed. For purposes of this Policy, the term “compliance officer” and “preclearance compliance officer” are used interchangeably.
• direct family relation – for purposes of this Policy, this means a member of an employee’s immediate family as defined by “indirect ownership, family members” in this Glossary.
• employee - an individual employed by The Bank of New York Mellon Corporation or its more-than-50%-owned direct or indirect subsidiaries; includes all full-time, part-time, benefited and non-benefited, exempt and non- exempt employees in all world-wide locations; generally, for purposes of the Policy, does not include consultants and contract or temporary employees.
• Ethics Office – the group within the Compliance and Ethics Department of the Company that is responsible for administering the ethics program at the Company.
• Exempt Securities - defined as:

- 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.
- commercial paper
- 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
- bankers' acceptances
- bank certificates of deposit and time deposits
- repurchase agreements
- securities issued by open-end investment companies (i.e., mutual funds and variable capital companies)
that are not Proprietary Funds or exchange-traded funds (ETFs)
- shares of money market funds (regardless of affiliation with the Company)
- fixed annuities (note that variable annuities are not exempt)
- shares of unit trusts (provided they are invested exclusively in funds that are not Proprietary Funds)

         Note: The following are not Exempt Securities (whether proprietary or not):

               * shares of hedge funds

               * shares of closed-end funds

               * shares of ETFs

               * shares of funds not registered in the U.S. (for U.S. employees only)

• General Counsel - General Counsel of the Company or any person to whom relevant authority is delegated by the General Counsel.

• index fund - an investment company or managed portfolio (including indexed accounts and model-driven accounts) that contain securities of an index in proportions designed to replicate the performance of an independently maintained index or that are based on computer models using prescribed objective criteria to transform an independently maintained index. In order to qualify as an “index fund” for purposes of this policy, the fund must not involve a significant amount of investment discretion by portfolio managers managing the accounts.

Glossary Definitions - continued

• indirect ownership – The securities laws of most jurisdictions attribute ownership of securities to someone in certain circumstances, even though the securities are not held in that person’s name. For example, U.S. federal securities laws contain a concept of “beneficial ownership”, and U.K. securities laws contain a concept of securities held by “associates” (this term includes business or domestic relationships giving rise to a “community of interest”). The definition of “indirect ownership” that follows is used to determine whether securities held other than in your name are subject to the preclearance and other provisions of the Policy. It was designed to be consistent with various securities laws; however, there can be no assurance that attempted adherence to this definition will provide a defense under any particular law. Moreover, a determination of indirect ownership requires a detailed analysis of personal and/or financial circumstances that are subject to change. It is the responsibility of each employee to apply the definition below to his/her own circumstances. If the employee determines that he/she is not an indirect owner of an account and the Ethics Office or Compliance Officer becomes aware of the account, the employee will be responsible for justifying his/her determination. Any such determination should be based upon objective evidence (such as written documents), rather than subjective or intangible factors.
  General Standard – generally, you are the indirect owner of securities (and preclearance and other provisions of the Policy will therefore apply to those securities) if, 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”). The following is guidance on the application of this definition to some common situations.
  Family Members – you are presumed to be an indirect owner of securities held by members of your immediate family who share the same household with you. “Immediate family” means your spouse, your children (including stepchildren, foster children, sons-in-law and daughters-in-law), your grandchildren, your parents (including stepparents, mothers-in-law and fathers-in-law), your grandparents and your siblings (including brothers-in-law, sisters-in-law and step brothers and sisters) and includes adoptive relationships. This presumption of ownership may be rebutted, but it will be difficult to do so if, with respect to the other person, you commingle any assets or share any expenses, you provide or receive any financial support, you influence investment decisions, you include them as a dependent for tax purposes or as a beneficiary under an employee benefit plan, or you are in any way financially codependent. Any attempt to disclaim indirect ownership with respect to family members who share your household must be based upon countervailing facts that you can prove in writing.
  Partnerships – if you are a general partner in a general or limited partnership, you are deemed to own your proportionate share of the securities owned by the partnership. Your “proportionate share” is the greater of your share of profits or your share of capital, as evidenced by the partnership agreement. Limited partners are not deemed to be owners of partnership securities absent unusual circumstances, such as influence over investment decisions.
  Shareholders of Corporations – you are not deemed to own the securities held by a corporation in which you are a shareholder unless you are a controlling shareholder or you have or share investment control over the corporation’s portfolio.

Glossary Definitions - continued

• indirect ownership – continued

Trusts – generally, parties to a trust will be deemed indirect owners of securities in the trust only if they have both a pecuniary interest in the trust and investment control over the trust. “Investment control” is the power to direct the disposition of the securities in the trust. Specific applications are as follows:

Trustees: A trustee is deemed to have investment control over the trust unless there are at least three trustees and a majority is required for action. A trustee has a pecuniary interest in the trust if (i) the trustee is also a trust beneficiary, (ii) an immediate family member of the trustee (whether or not they share the same household) is a beneficiary, or (iii) the trustee receives certain types of performance-based fees.

Settlors: If you are the settlor of a trust (that is, the person who puts the assets into the trust), you are an indirect owner of the trust’s assets if you have a pecuniary interest in the trust and you have or share investment control over the trust. You are deemed to have a pecuniary interest in the trust if you have the power to revoke the trust without anyone else’s consent or if members of your immediate family who share your household are beneficiaries of the trust.

Beneficiaries: If you or a member of your immediate family who shares your household is a beneficiary of a trust, you are deemed to have a pecuniary interest in the trust and will therefore be deemed an indirect owner of the trust’s assets if you have or share investment control over the trust.

Remainder Interests – remainder interests are those that do not take effect until after some event that is beyond your control, such as the death of another person. Remainder interests are typically created by wills or trust instruments. You are not deemed to be an indirect owner of securities in which you only have a remainder interest provided you have no power, directly or indirectly, to exercise or share investment control or any other interest.

Derivative Securities – you are the indirect owner of any security you have the right to acquire through the exercise or conversion of any option, warrant, convertible security or other derivative security, whether or not presently exercisable.

• initial public offering (IPO) - the first offering of a company's securities to the public through an allocation by the underwriter.
• investment company - a company that issues securities that represent an undivided interest in the net assets held by the company. Mutual funds are open-end investment companies that issue and sell redeemable securities representing an undivided interest in the net assets of the company.
• Investment Ethics Council - Council that has oversight responsibility for issues related to personal securities trading and investment activity by Access Decision Makers. The Council is composed of investment, legal, risk management, compliance and ethics management representatives of the Company and its affiliates. The members of the Investment Ethics Council are determined by the Chief Compliance & Ethics Officer.
• Manager of the Ethics Office – individual appointed by the Chief Compliance & Ethics Officer to manage the Ethics Office.

Glossary Definitions - continued

• Micro-cap ADMs - a subset of Access Decision Makers who make recommendations or decisions regarding the purchase or sale of any security of an issuer with a low common equity market capitalization. Market capitalizations thresholds are established within each country where an ADM resides. See further details under “Classification of Employees” in this Policy.
• money market fund - a mutual fund that invests in short-term debt instruments. The fund's objective is to earn income for shareholders while maintaining a net asset value of $1 per share.
• naked option - An option position where the buyer or seller has no underlying security position.
• non-discretionary account - an account for which the employee has no direct or indirect control over the investment decision making process. Non-discretionary accounts may be exempted from preclearance and reporting procedures only if the Ethics Office, after a thorough review, is satisfied that the account is truly non- discretionary to the employee (that is, the employee has given total investment discretion to an investment manager and retains no ability to influence specific trades). Standard broker accounts generally are not deemed to be non-discretionary to the employee, even if the broker is given some discretion to make investment decisions.
• Operating Committee - the Operating Committee of The Bank of New York Mellon Corporation.
• 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, any Company 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.

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.

Below is a table illustrating the above:

• Preclearance Compliance Officer - a person designated by the Ethics Office and/or the Investment Ethics Council to administer, among other things, employees’ preclearance requests for a specific business unit (for purposes of this Policy, the term “compliance officer” and “preclearance compliance officer” are used interchangeably).
• private placement - an offering of securities that is exempt from registration under various laws and rules, such as the Securities Act of 1933 in the U.S. and the Listing Rules in the U.K.. Such offerings are exempt from registration because they do not constitute a public offering. Private placements can include limited partnerships. Private placements include certain co-operative investments in real estate, co-mingled investment vehicles such as hedge funds, and investments in privately-held and family owned businesses. For the purpose of the Policy, time-shares and cooperative investments in real estate used as a primary or secondary residence are not considered to be private placements.

Glossary Definitions - continued

• Proprietary Fund – An investment company or collective fund for which a Company subsidiary serves as an investment adviser, sub-adviser or principal underwriter. From time-to-time, the Company will publish a list of the Proprietary Funds. Employees should rely on the latest version of this list rather than attempt to determine for themselves the identity of the Proprietary Funds.
• security – any investment that represents an ownership stake or debt stake in a company, partnership, governmental unit, business or other enterprise. It includes stocks, bonds, notes, evidences of indebtedness, certificates of participation in any profit-sharing agreement, collateral trust certificates and certificates of deposit for securities. It also includes many types of puts, calls, straddles and options on any security or group of securities; fractional undivided interests in oil, gas, or other mineral rights; and investment contracts, variable life insurance policies and variable annuities whose cash values or benefits are tied to the performance of an investment account. It does not include currencies. Unless expressly exempt, all securities transactions are covered under the provisions of the Policy (see definition of Exempt Securities).
• securities firewall - procedures designed to restrict the flow of information within the Company from units or individuals who are likely to receive material nonpublic information to units or individuals who trade in securities or provide investment advice.
• short sale - the sale of a security that is not owned by the seller at the time of the trade.
• tender offer – an offer to purchase some or all shareholders' shares in a corporation. The price offered is usually at a premium to the market price.

EX-99

AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT

TABLE OF CONTENTS

ARTICLE I	DEFINITIONS
ARTICLE II	APPOINTMENT OF TRANSFER AGENT
ARTICLE III	AUTHORIZATION AND ISSUANCE OF SHARES
ARTICLE IV	RECAPITALIZATION OR CAPITAL ADJUSTMENT
ARTICLE V	ISSUANCE, REDEMPTION, AND TRANSFER OF SHARES
ARTICLE VI	DIVIDENDS AND DISTRIBUTIONS
ARTICLE VII	CONCERNING THE FUND
ARTICLE VII I	CONCERNING THE TRANSFER AGENT
ARTICLE IX	TERMINATION
ARTICLE X	CASH MANAGEMENT SERVICES
ARTICLE XI	FEES
ARTICLE XII	LIABILITY AND INDEMNITY
ARTICLE XIII	MISCELLANEOUS
SCHEDULE A	LIST OF FUNDS
APPENDIX A	CERTIFICATION REGARDING AUTHORIZED
	REPRESENTATIVES
APPENDIX B	CERTIFICATION REGARDING SHARE CLASSES
APPENDIX C(1)	FEES, FEE CREDITS AND SERVICES
APPENDIX C(2)	SOFTWARE ENHANCEMENTS AND FEES
APPENDIX D	SERVICE LEVEL AGREEMENT
APPENDIX E	RESERVED
APPENDIX F	SOFTWARE REQUEST ADMINISTRATION PROCEDURES
APPENDIX G	OUT-OF-POCKET AND OTHER CHARGES

C O N F I D E N T I A L

AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT

     Amended and Restated Transfer Agency Agreement dated as of June 1, 2007 between each mutual fund, and each portfolio or series of each mutual fund, listed on Schedule A hereto (each, a “Fund” and, collectively, the “Funds”), as such Schedule may be revised from time to time, and DREYFUS TRANSFER, INC., a Maryland corporation, having its principal office and place of business at 200 Park Avenue, New York, New York 10166 (the “Transfer Agent”).

W I T N E S S E T H :

     WHEREAS, each Fund and the Transfer Agent are parties to a Transfer Agency Agreement pursuant to which the Transfer Agent acts as the transfer agent and dividend disbursing agent of the Fund, and

     WHEREAS, the parties desire to revise the terms of the prior Transfer Agency Agreements to those set forth herein;

     NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS

     Whenever used in this Agreement, the following words and phrases shall have the following meanings:

     1. "Approved Institution" shall mean an entity so named in a Certificate.

From time to time the Fund may amend a previously delivered Certificate by delivering to the Transfer Agent (as hereinafter defined) a Certificate naming an additional entity or deleting any entity named in a previously delivered Certificate.

     2. "Certificate" shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to the Transfer Agent by the Fund, which is signed by any Officer, as hereinafter defined, and actually received by the Transfer Agent.

     3. "Computer tape" shall include any tapes physically delivered, or electronic transmission inputted or transmitted via a remote terminal or other similar link, into a data processing, storage, or collection system, or similar system, utilized by the Transfer Agent. All computer tapes shall be compatible with either the Transfer Agent's tape layout package existing on the date of this Agreement, or such other format as may be developed pursuant to the software enhancement procedures (see Appendix C(2)).

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     4. "Custodian" shall mean Mellon Bank, N.A. or The Bank of New York, as custodian under the terms and conditions of the Mutual Fund Custody and Services Agreement or Custody Agreement between Mellon Bank, N.A. or The Bank of New York and the Fund, or its successor(s), or any other custodian appointed by the Fund.

     5. "Dreyfus" shall mean The Dreyfus Corporation and/or any presently existing or future affiliate or subsidiary thereof (excluding the Transfer Agent), as the context requires.

     6. "Dreyfus-affiliated fund" shall mean any mutual fund sponsored, advised, sub-advised or administered by Dreyfus.

     7. "Fund Business Day" shall be deemed to be each day on which the Fund is required to determine its net asset value, and any other day on which the Securities and Exchange Commission may require the Fund to be open for business.

     8. "Officer" shall be deemed to be the Fund's President, any Vice President of the Fund, the Fund's Secretary, the Fund's Treasurer, the Fund's Controller, any Assistant Controller of the Fund, any Assistant Treasurer of the Fund, any Assistant Secretary of the Fund, and any other person duly authorized by the Fund's Board to execute any Certificate, instruction, notice or other instrument on behalf of the Fund and named in the Certificate annexed hereto as Appendix A, as such Certificate may be amended from time to time.

     9. "Prospectus" shall mean the most current Fund prospectus and statement of additional information with respect to which a registration statement under the Securities Act of 1933, as amended, has become effective.

     10. "Shares" shall mean all or any part of each class of shares of the Fund listed in the Certificate annexed hereto as Appendix B, as it may be amended from time to time, which from time to time are authorized and/or issued by the Fund.

     11. "Transfer Agent" shall mean Dreyfus Transfer, Inc., as transfer agent, registrar and dividend disbursing agent under the terms and conditions of this Agreement, its permitted agent(s), sub-contractor(s), successor(s) or assign(s).

     12. Unless otherwise specified, "written" or "in writing" refers to an original, manually-signed document.

ARTICLE II

APPOINTMENT OF TRANSFER AGENT

     1. The Fund hereby constitutes and appoints the Transfer Agent as transfer agent of all the Shares of the Fund and as dividend disbursing agent during the period of this Agreement.

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     2. The Transfer Agent hereby accepts appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth, including those set forth on Appendices C(1) and C(2) for the fees set forth therein.

     3. In connection with such appointment, the Fund shall deliver the following documents to the Transfer Agent:

     (a) A certified copy of the Fund's Agreement and Declaration of Trust or Articles of Incorporation and all amendments thereto;

     (b) A certified copy of the By-Laws of the Fund;

     (c) A certified copy of a resolution of the Fund's Board appointing the Transfer Agent and authorizing the execution of this Agreement;

     (d) A Certificate signed by the Secretary of the Fund specifying with respect to each class of Shares: the number of authorized Shares, and the number of such authorized Shares issued and currently outstanding, the names and specimen signatures of the Officers of the Fund, and the name and address of the legal counsel for the Fund;

     (e) Specimen Share certificates, if any, for each class of Shares in the form approved by the Fund's Board, together with a certificate signed by the Secretary of the Fund as to such approval;

     (f) Copies of the Fund's Registration Statement and the most recently filed Post-Effective Amendment thereto, filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended;

     (g) Opinion of counsel for the Fund with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor); and

     (h) Such other documents as may reasonably be requested by the Transfer Agent in order for it to properly perform its duties under this Agreement.

     4. The Fund shall furnish the Transfer Agent with a sufficient supply of blank Share certificates and will replenish such supply within 30 days after receiving a request therefor from the Transfer Agent. Alternatively, at the Transfer Agent’s option, the Transfer Agent may use generic certificate stock. Blank Share certificates shall be properly signed, by facsimile or otherwise, by Officers of the Fund authorized by law or by the By-Laws to sign Share certificates, and, if required, shall bear the corporate seal or facsimile thereof.

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ARTICLE III

AUTHORIZATION AND ISSUANCE OF SHARES

     1. The Fund shall deliver to the Transfer Agent the following documents on or before the effective date of any increase or decrease in the total number of Shares authorized to be issued:

     (a) A certified copy of a resolution of the Fund's Board authorizing such increase or decrease;

     (b) If requested by the Transfer Agent, in the case of an increase, an opinion of counsel for the Fund with respect to the validity of the increased number of Shares and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor); and

     (c) In the case of an increase, if the appointment of the Transfer Agent was theretofore expressly limited, a certified copy of a resolution of the Fund's Board increasing the authority of the Transfer Agent.

     2. Prior to the issuance of any additional Shares of the Fund pursuant to stock dividends or stock splits, etc., and prior to any reduction in the number of Shares outstanding, the Fund shall deliver the following documents to the Transfer Agent:

     (a) A Board certified copy of the resolution(s) adopted by the Fund and/or the shareholders of the Fund authorizing such issuance of additional Shares of the Fund or such reduction, as the case may be; and

     (b) If requested by the Transfer Agent, an opinion of counsel for the Fund with respect to the validity of the additional Shares of the Fund and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective, or, if exempt, the specific grounds therefor).

ARTICLE IV

RECAPITALIZATION OR CAPITAL ADJUSTMENT

     1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving:

     (a) A Certificate authorizing the issuance of Share certificates in the new form;

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     (b) A certified copy of any amendment to the Agreement and Declaration of Trust or Articles of Incorporation with respect to the change;

     (c) Specimen Share certificates for each class of Shares in the new form approved by the Fund's Board, with a Certificate signed by the Secretary of the Fund as to such approval; and

     (d) If requested by the Transfer Agent, an opinion of counsel for the Fund with respect to the validity of the Shares in the new form and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor).

     2. The Fund shall furnish the Transfer Agent with a sufficient supply of blank Share certificates in the new form, and will replenish such supply within 30 days after receiving a request therefor from the Transfer Agent. Alternatively, at the Transfer Agent’s option, the Transfer Agent may use generic certificate stock. Blank Share certificates shall be properly signed, by facsimile or otherwise, by Officers of the Fund authorized by law or by the by-laws to sign Share certificates and, if required, shall bear the Fund's seal or facsimile thereof.

ARTICLE V

ISSUANCE, REDEMPTION, AND TRANSFER OF SHARES

     1. (a) The Transfer Agent shall accept with respect to the Fund's Shares on each Fund Business Day, at such times as are specified in the Prospectus and at such other times as are agreed upon from time to time by the Transfer Agent and the Fund, each (i) purchase order received from a purchaser, or shareholder, whether or not an Approved Institution, and (ii) redemption request either received from a shareholder or an Approved Institution, or contained in a Certificate, provided that such purchase order or redemption request, as the case may be, is in conformity with the Fund's purchase and redemption procedures described in the Prospectus.

     (b) The Transfer Agent also shall accept with respect to the Fund's Shares on each Fund Business Day, at such times as are specified in the Prospectus and at such other times as are agreed upon from time to time by the Transfer Agent and the Fund, a computer tape containing the information set forth in Section 1(a) which is furnished by or on behalf of any Approved Institution.

     2. On each Fund Business Day, the Transfer Agent shall, as of the time at which the Fund computes its net asset value, record the issuance to, and redemption from, the accounts specified in a purchase order, redemption request, or computer tape which, in accordance with the Prospectus, is effective on such Fund Business Day, the appropriate number of full and fractional Shares based on the net asset value per Share of such class specified in an advice or computer tape received on such Fund Business Day from the Fund. Notwithstanding the foregoing, if a redemption specified in a computer tape is for a dollar value of Shares in excess of the dollar value of uncertificated Shares in the specified account, the Transfer Agent

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shall not record such redemption in whole or part, and shall immediately orally advise the Approved Institution which supplied such tape of such discrepancy, with an advice in writing faxed to the Approved Institution on that same day and mailed to the Approved Institution on the following day.

     3. The Transfer Agent shall, as of each Fund Business Day specified in a Certificate or resolution described in paragraph 1 of succeeding Article VI, record the issuance of Shares of a class, based on the net asset value per Share of such class specified in an advice or computer tape received from the Fund on such Fund Business Day, in connection with a reinvestment of a dividend or distribution on Shares of such class.

     4. On each Fund Business Day, the Transfer Agent shall supply the Fund as early as is reasonably practicable with a statement specifying with respect to the immediately preceding Fund Business Day: the total number of Shares of each class (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of each class recorded by the Transfer Agent as having been issued on such day pursuant to preceding paragraph 2 of this Article; the total number of Shares of each class recorded by the Transfer Agent as having been redeemed on such day; the total number of Shares of each class, if any, recorded by the Transfer Agent as having been issued on such day pursuant to preceding paragraph 3 of this Article, and the total number of Shares of each class issued and outstanding as of the close of such business day. As soon as is reasonably practicable after such st atement is received by the Fund, the Fund shall confirm the number of Shares of each class issued and outstanding contained therein, and may make any necessary corrections, by delivering to the Transfer Agent a Certificate with respect to the same.

     5. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such statements as are described in either of the Prospectus or this Agreement. In the event of conflicting language with respect to such statements, the Prospectus will control. If the Prospectus indicates that certificates for Shares are available, and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign, record the issuance of and mail, by not less than first class insured mail, to such shareholder at the address set forth in the records of the Transfer Agent, a Share certificate for any full Shares requested. In addition, the Transfer Agent shall record the issuance of and mail Share Certificates for full Shares requested otherwise than in writing provided such request is in accordance with the Prospectus.

     6. As of each Fund Business Day, the Transfer Agent shall furnish, at the Fund's direction, an advice in writing or, if requested by the Fund, a computer tape, setting forth the number and dollar amount of Shares to be redeemed or purchased on such Fund Business Day in accordance with paragraph 2 of this Article.

     7. The Transfer Agent shall direct the Custodian to transfer moneys to the dividend disbursing/redemption payment account in connection with a redemption of Shares, and then shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law (a) in the case of a redemption of Shares pursuant to a redemption described in preceding paragraph 1(a) of this Article, make payment in accordance with the Fund's redemption and payment procedures described in the Prospectus and

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the shareholder's instructions with respect thereto (so long as such instructions do not conflict with the Prospectus), and (b) in the case of a redemption of Shares pursuant to a computer tape described in preceding paragraph 1(b) of this Article, make payment by directing a federal funds wire order to the account previously designated by the Approved Institution specified in said computer tape.

     8. The Transfer Agent shall not be required to record the issuance of Shares after it has received from an Officer of the Fund or from an appropriate federal or state authority written notification that the sale of such Shares has been suspended or discontinued, nor shall it be required to record the redemption of any Shares after it has received written notification to such effect from an Officer of the Fund or from an appropriate federal authority. The Fund will supply to the Transfer Agent a Certificate listing the states in which the Fund's shares are qualified for sale, as amended from time to time, and the Transfer Agent will record the issuance of Shares only with respect to persons or entities having addresses in such States.

     9. The Transfer Agent shall accept a computer tape which is furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another account of such Approved Institution, and shall effect the transfers specified in said computer tape.

     10. Except as otherwise provided in paragraph 11 of this Article, Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent reasonably deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes, if any. The Transfer Agent reserves the right to refuse to transfer or record the redemption of Shares until it is reasonably satisfied that the endorsement on the Share certificate or instructions is valid and genuine, and for that purpose it will require, unless otherwise instructed by an authorized Officer of the Fund, a guarantee of signature pursuant to standards and a program adopted in accordance with Rule 17Ad-15 under the Securities Exchange Act of 1934. The Transfer Agent also reserves the right to refuse to transfer or record the redemption of Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or record redemptions which the Transfer Agent, in its reasonable judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers or recording redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities.

     11. Notwithstanding any provision contained in this Agreement to the contrary, the Transfer Agent shall not be required or expected to obtain, as a condition to any transfer of any Shares pursuant to paragraph 9 of this Article, any documents, including, without limitation, any documents of the kind described in paragraph 10 of this Article, to evidence the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes.

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ARTICLE VI

DIVIDENDS AND DISTRIBUTIONS

     1. The Fund shall advise the Transfer Agent as to the following: (i) with respect to each class of Shares, the date of the declaration of a dividend or distribution, the date of accrual or payment, as the case may be, thereof, the record date as of which shareholders entitled to payment, or accrual, as the case may be, shall be determined, the amount per Share of such dividend or distribution, the payment date on which all previously accrued and unpaid dividends are to be paid, and the total amount, if any, payable to the Transfer Agent on such payment date, or (ii) whether the Fund has authorized the declaration of dividends and distributions on a daily or other periodic basis.

     2. Upon the payment date specified in paragraph 1 above, the Transfer Agent shall, in the case of a cash dividend or distribution, cause the Custodian to transfer to the dividend disbursing/redemption payment account an amount of cash, if any, sufficient for the Transfer Agent to make the payment, if any, to such Shareholders of record as of such payment date who have not elected to reinvest such dividend or distribution in shares of the Fund. The Transfer Agent will, upon the transfer of any such cash, make payment of such cash dividends or distributions to such Shareholders of record as of the record date by: (i) mailing a check, payable to the registered shareholder or other properly authorized payee, to the address of record or dividend mailing address, or (ii) wiring such amounts, or transferring such amounts through the Automated Clearing House, to the accounts previously designated by an Approved Ins titution, as the case may be. If the Custodian shall not transfer sufficient cash to enable the Transfer Agent to make payments of any cash dividend or distribution on the payable date to all shareholders of record of the Fund as of the record date, the Transfer Agent shall immediately so notify the Fund, and only after such notification may withhold payment to all shareholders of record as of the record date until sufficient cash is provided.

     3. It is understood that the Transfer Agent shall file timely such appropriate information returns concerning the payment of dividends and other distributions with the proper federal, state and local authorities as are required by law to be filed by the Fund and shall be responsible for the collection or withholding of taxes due on such dividends or distributions due to shareholders to the extent required of it by applicable law or as agreed between the Transfer Agent and the Fund.

ARTICLE VII

CONCERNING THE FUND

     1. The Fund shall deliver to the Transfer Agent written notice of any change in the Officers authorized to sign Share certificates, Certificates, notifications or requests, together with a specimen signature of each new Officer. In the event any Officer who shall have signed manually or whose facsimile signature shall have been affixed to blank Share certificates shall die, resign or be removed prior to issuance of such Share certificates, the Transfer Agent may issue such Share certificates of the Fund notwithstanding such death, resignation or

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removal, and the Fund shall deliver to the Transfer Agent such approval, adoption or ratification as may be required by law.

     2. Each copy of the charter documents of the Fund and copies of all amendments thereto shall be certified by the Secretary of State (or other appropriate official) of the state of organization. Each copy of the By-Laws and copies of all amendments thereto, and copies of resolutions of the Fund's Board, shall be certified by the Secretary or Assistant Secretary of the Fund under its corporate seal.

ARTICLE VIII

CONCERNING THE TRANSFER AGENT

     1. The Transfer Agent shall keep such records as are specified in Appendix C(1) hereto in the form and manner, and for such period, as are required by the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the Investment Company Act of 1940, as amended from time to time. The records specified in Appendix C(1) hereto maintained by the Transfer Agent pursuant to this paragraph 1 shall be considered to be the property of the Fund and the Transfer Agent shall make such records available promptly upon request for inspection by representatives of the Fund's auditors and legal counsel, employees of the Fund, officers of the Fund and employees of Dreyfus or any of its affiliates designated by the Fund, and such records shall be delivered to the Fund (or a designated successor transfer agent) upon request and in any event upon the date of termination of this Agreem ent, in all forms and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund. By way of illustration only, and in no way limiting the generality of the foregoing provisions, if the Transfer Agent or its agent captures signatures from Fund applications for the purpose of verifying signatures on redemption checks, the captured signatures (representations of the shareholder's signature which are relied upon to verify signatures) are considered to be the property of the Fund in all forms maintained. In addition, account history data or other account information maintained on microfiche, microfilm, hard copy or other format, are all considered to be property of the Fund. The Fund will pay the Transfer Agent's reasonable out-of-pocket expenses for handling and delivering records to the Fund (or a designated successor transfer agent) pursuant to this paragraph, but will not be charged any amount for the compilation of such records.

     Inspections of records hereunder shall take place only during business hours, and upon not less than one business day's prior notice to the Transfer Agent.

     2. The Transfer Agent may, upon written approval of the Fund, employ agents, sub-contractors or attorneys-in-fact. The Transfer Agent shall have with respect to the actions or omissions to act of each such agent, sub-contractor or attorney-in-fact the same rights, duties, and responsibilities as the Transfer Agent would have had if any such actions or omissions to act were the action or omission to act of the Transfer Agent or any officer or employee of the Transfer Agent. By executing this Agreement, the Fund gives its approval to the utilization of DST Systems, Inc. (“DST” or the “Sub-Transfer Agent”), and its permitted successors and assigns, as sub-contractor for the performance of any or all of the services required to be performed by the Transfer Agent hereunder.

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     3. Share certificates, the value of which does not exceed the limits of the Transfer Agent's Blanket Bond, shall be sent by the Transfer Agent by certified mail. Share certificates, the value of which exceeds the limits of the Transfer Agent's Blanket Bond, will be sent by the Transfer Agent by registered mail with adequate insurance.

     4. The Transfer Agent may issue new Share certificates in place of Share certificates represented to have been lost, stolen or destroyed upon receiving indemnity provided by the alleged owner of the Share certificates reasonably deemed satisfactory by the Transfer Agent. The Transfer Agent may issue new Share certificates in exchange for, and upon surrender of, mutilated Share certificates.

     5. The Transfer Agent will issue and mail subscription warrants for the Shares; Shares representing dividends, exchanges or splits, or act as conversion agent upon receiving written instructions from an Officer and such other documents as the Transfer Agent reasonably may deem necessary.

     6. The Transfer Agent will supply shareholder lists to the Fund from time to time, at no cost to the Fund, upon receiving a request therefor from an Officer of the Fund.

     7. At the request of an Officer, the Transfer Agent will address and mail such appropriate notices to shareholders as the Fund may direct.

     8. Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for:

     (a) The legality of the issue or sale of any Shares to, the sufficiency of the amount to be received therefor from, or the authority of, any Approved Institution or the Fund, as the case may be, to request such sale or issuance;

     (b) The legality of a transfer or redemption of Shares requested by, the propriety of the amount to be paid therefor by, or the authority of any Approved Institution or the Fund, as the case may be, to request, such transfer or redemption;

     (c) The legality of the declaration of any dividend by the Fund, or the legality of the issuance of any Shares in payment of any stock dividend; or

     (d) The legality of any recapitalization or readjustment of the Shares.

     9. The Transfer Agent shall be entitled to receive and the Fund hereby agrees to pay to the Transfer Agent for its performance hereunder, including its performance of the duties and functions set forth in the Appendices hereto, the amounts set forth therein, as amended from time to time.

     10. The Transfer Agent will at all times during the term of this Agreement maintain 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: (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-

11

1(d) under the Investment Company Act of 1940, as amended from time to time, and (ii) a professional liability policy providing errors and omissions coverage in the amount of $5 million. Such bond and policy may be in the form of joint bonds and policies insuring the Dreyfus-affiliated funds, Dreyfus and its affiliates, and in the case of (i) above, the Transfer Agent may rely on such bonds maintained by the Dreyfus-affiliated funds. All policies must be issued by a qualified insurance carrier with a Best’s rating of “A” or better, unless a carrier with a lower rating is specifically approved by the Fund.

     11. The Transfer Agent will not give any other organization or mutual fund, whether or not affiliated with the Transfer Agent, any preference in supplying any material service to be provided hereunder.

ARTICLE IX

TERMINATION

     This Agreement shall continue until terminated as provided hereafter. Each of the rights of termination provided in this Article is separable and independent, and a party's ability or inability to terminate this Agreement under one of such provisions shall not, by itself, preclude such party from exercising any other of such provisions.

     1. The Fund may terminate this Agreement in accordance with the provisions of Appendix D hereto.

     2. The Fund may terminate this Agreement immediately if the Transfer Agent shall fail to perform the transfer agency services provided for hereunder in any material respect, and such failure shall continue to be unremedied for a period of forty-five (45) days after receipt of written notice from the Fund specifying the failure and demanding that the same be remedied, except for such failures which by their nature require a longer period to effect a cure. With respect to those failures, the Transfer Agent must commence cure immediately and continue to work diligently until such cure is effected. The Transfer Agent will in all cases notify the Fund promptly once a cure is effected. The Transfer Agent's right to cure a failure to provide transfer agency services pursuant to this paragraph will not be available, and the Fund will therefore have the right to immediately terminate this Agreement, with respect to a second failure to provide the same or substantially similar services within any six month period after notice of the cure of the initial failure.

     3. The Fund may terminate this Agreement immediately, and at any point during a period of two years thereafter, if: (a) the Transfer Agent is adjudicated insolvent or bankrupt or ceases to do business, is unable or admits in writing its inability to pay all debts as they mature or make a general assignment for the benefit of, or enters into a composition or arrangement with, creditors; (b) all or a substantial part of the property of the Transfer Agent is sequestered by court order and such order remains in effect for more than thirty (30) days; (c) the Transfer Agent authorizes, applies for or consents to the appointment of a receiver, trustee or liquidator of all or a substantial part of its assets or has such proceedings seeking such appointment commenced against it which are not terminated within thirty (30) days of such commencement; or (d) the Transfer Agent files a voluntary petition under the reorga nization or

12

arrangement provisions of the laws of the United States pertaining to bankruptcy or any similar law of any jurisdiction, or has proceedings under any law instituted against it, which are not terminated within thirty (30) days of such commencement.

     4. The Transfer Agent may, at any time, give the Fund written notice of the proposed acquisition of the Transfer Agent (or substantially all of its assets) or of any entity (or substantially all of its assets), which controls, directly or indirectly, the Transfer Agent, by an unaffiliated third party which, directly or indirectly, neither controls, is controlled by or is under common control with, the Transfer Agent. The Fund may, in its sole discretion, and at any time within the sixty (60) days following receipt of such notice from the Transfer Agent, give to the Transfer Agent the Fund's written consent to such acquisition. In the event of any such acquisition of the Transfer Agent of which the Fund was not given notice, or to which the Fund did not consent in writing, the Fund may at any time thereafter terminate this Agreement upon one day's notice. No consent of the Fund will be required for the acqui sition of the Transfer Agent, or substantially all of its assets, by any entity which now or in the future controls, is controlled by or is under common control with the Transfer Agent.

     5. The Fund may terminate this Agreement, upon twelve months prior written notice to the Transfer Agent (unless the date of this Agreement is less than twelve months prior to the effective termination date of which the Transfer Agent has been given notice by the other Dreyfus-affiliated funds pursuant to their respective transfer agency agreements).

     6. The Transfer Agent may terminate this Agreement by giving the Fund notice in writing specifying the date of such termination, which shall be not less than twenty-four months after the date of receipt of such notice. If the Transfer Agent gives such notice, the Fund will have the option to extend such proposed termination date by an additional six months. The Fund may exercise this option by giving notice thereof to the Transfer Agent in writing no less than three months prior to the Transfer Agent's originally proposed termination date.

     7. In the event notice of termination is given by the Fund, it shall be accompanied by a copy of a resolution of the Fund's Board, certified by the Secretary or any Assistant Secretary, electing to terminate this Agreement and specifying the date of termination. The Fund shall designate a successor transfer agent or transfer agents prior to the date of termination specified in such notice. In the event notice of termination is given by the Transfer Agent, the Fund shall, on or before the termination date, deliver to the Transfer Agent a copy of a resolution of its Board certified by the Secretary or any Assistant Secretary designating a successor transfer agent or transfer agents. In the absence of such designation by the Fund, the Transfer Agent may designate a successor transfer agent. If the Fund fails to designate a successor transfer agent and if the Transfer Agent is unable to find a successor transfe r agent, the Fund shall, upon the date specified in the notice of termination of this Agreement and delivery of the records required to be maintained hereunder, be deemed to be its own transfer agent and the Transfer Agent shall thereby be relieved of all further duties and responsibilities pursuant to this Agreement.

     8. Anything in this Agreement to the contrary notwithstanding, any liability of the Transfer Agent to the Fund arising out of and during the term of this Agreement, or the period of confidentiality provided for in paragraph 7 of Article XIII, shall survive the termination

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of this Agreement for a period of six years and, with respect to the provisions of paragraph 7 of Article XIII, shall survive the period of such confidentiality for a period of six years, regardless of whether such respective liability is discovered prior to such termination or prior to the end of such period.

ARTICLE X

CASH MANAGEMENT SERVICES

     Except as provided herein or otherwise agreed to in writing between the parties, the cash management services shall be provided by one or more third-party cash managers (the "Cash Manager"). During the term of this Agreement, the Transfer Agent will interface with the Cash Manager in all respects as are reasonably necessary for the provision of such cash management services to the Fund.

ARTICLE XI

FEES

     The fees to be paid to the Transfer Agent by the Fund pursuant to this Agreement shall only be earned by the Transfer Agent, and the Fund will be liable for the payment thereof, beginning on the later of the date of this Agreement or the date the Transfer Agent first provides the transfer agency functions contemplated hereby.

     The Transfer Agent's fees hereunder (except (i) those fees provided for under "Benefit Plans" in Appendix C(1) hereof, which are not subject to any change, except as may be mutually agreed, or (ii) those fees provided for under “Anti-Money Laundering Fees” in Appendix C(1) hereof, which are subject to change from time to time in the event that changes in applicable law materially increase or decrease the cost of performing such duties) will, on January 1, 2007, be subject to an increase equal to seventy-five percent (75%) of the percentage increase 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)" (the "CPI") for 2005 over 2004, and, beginning July 1, 2007, be subject to an annual percentage increase or decrease based upon the numerically smaller of: (a) se venty-five percent (75%) of the percentage change, for the immediately preceding year, in the CPI or any successor index, or (b) seven percent (7%). Any such increase or decrease will, however, be subject to the following: (i) 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 75% of the CPI's decrease equals 4% in year four and 8% in year five, the fees to be paid by the Fund hereunder would not otherwise change in year five, and would decrease by 7% in year six, and (ii) all fees to be paid to the Transfer Agent by the Fund hereunder, whether for services currently enumerated or added in the future, will at all times be at a rate no greater than the fees charged to any other mutual fund by the Transfer Agent for substantially equivalent services, after adjusting for any float benefits to put such fees on a comparable basis for the purposes of this calculation. Upon request, the Transfer Agent will d eliver to the Fund, on an annual basis within thirty (30) days after the end of each year, a statement signed by the president or chief financial officer of the Transfer Agent, confirming the Fund's "most favored customer" status.

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The Fund shall have the right, at its option, to request the Transfer Agent's independent auditors to independently confirm such status of the Fund. In connection therewith, the Transfer Agent shall give its independent auditors full and unimpeded access to the information and documents deemed by such auditors to be necessary for the accomplishment of such audit. The Transfer Agent and the Fund will each pay one-half of the cost of such audit.

ARTICLE XII

LIABILITY AND INDEMNITY

     1. The Transfer Agent shall be liable hereunder for any loss, cost, expense or damage, including reasonable counsel fees, which result from the acts or omissions to act of the Transfer Agent, its agents or attorneys-in-fact, in breach of this Agreement or when such acts or omissions to act constitute negligence, bad faith or willful misconduct.

     2. So long as the Transfer Agent has acted or omitted to act in good faith, without negligence or willful misconduct, the Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in connection with its duties under this Agreement and in reliance upon or pursuant to: (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape received by the Transfer Agent from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer, or resolution of the Fund's Board; or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's fees) in connection with any claim, demand or liability for which it may seek indemnification from the Fund hereunder. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, and in such case, such defense will be conducted by counsel of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent of the Transfer Agent, if such settlement would require the Transfer Agent to perform any action or incur any liability not otherwise required by this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle any claim, demand or liability for which the Fund will be asked for indemnification hereunder. The Fund's indemnity of the Transfer Agent hereunder will survive termination of this Agreement for a period of six years and, with respect to the provisions of paragraph 7 of Article XIII, for a period of six years after the end of the period of confidentiality provided thereunder.

     3. Specifically, but not by way of limitation, the Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person in connection with the

15

genuineness of a Share certificate or the form and amount of authorized Shares, provided the Transfer Agent has acted in good faith and without negligence or willful misconduct.

     4. At any time the Transfer Agent may apply to an Officer of the Fund for written instructions with respect to any matter arising in connection with the Transfer Agent's duties and obligations under this Agreement, and the Transfer Agent shall not be liable for any action taken or omitted by it in good faith in accordance with such written instructions.

ARTICLE XIII

MISCELLANEOUS

     1. The Fund, representatives of the Fund's auditors and legal counsel, and employees, and officers of the Fund or other persons designated by the Fund shall have the right from time to time to perform on-site audits at the facility of the Transfer Agent which do not result in an unreasonable disruption of the business of the Transfer Agent, such audits to include, but not be limited to, monitoring phone conversations (to the extent permitted by law) and reviewing correspondence and operating procedures as they relate to the provision of services under this Agreement. On-site audits are intended to permit the Fund, among other things, to assure itself that the Transfer Agent's system of internal accounting controls is adequate and shall be conducted in accordance with an audit program, the scope and frequency of which shall be agreed upon from time to time in good faith by the parties. Visits to the Transfer Agent's facility may take place only during business hours and upon request given to the Transfer Agent not less than one business day prior to the proposed date of audit, unless such notice is inconsistent with the objectives of the audit program. The Fund and such persons also may obtain a reasonable number of copies of records and accounts directly related to the services to be supplied hereunder by the Transfer Agent. The Fund may perform an on-site inspection of the Sub-Transfer Agent’s operations once each year, in conjunction with the other Dreyfus-affiliated funds, at reasonable times during business hours upon five (5) business days’ prior written notice to the Sub-Transfer Agent.

     Upon request, the Transfer Agent shall provide the Fund with a report prepared in accordance with Statement on Auditing Standards No. 70, as amended from time to time, issued by the American Institute of Certified Public Accountants, on the Transfer Agent's system of internal controls with respect to its shareowner accounting system. The report shall be prepared by the Transfer Agent's or Sub-Transfer Agent’s auditing firm annually within ninety (90) days of the close of the period covered by the report.

     2. During the term of this Agreement the Transfer Agent shall provide backup facilities to the data center or centers used by the Transfer Agent to provide transfer agency services to the Fund (collectively, the "Back-Up Facility") capable of supplying the transfer agency services specified herein to the Fund in case of damage to the primary facility providing those services. The Back-up Facility 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 facility to function as a back-up facility and support all functionality scheduled to be supported in the Transfer Agent’s data center business continuity plan. Transfer to the Back-Up Facility shall commence immediately after the primary facility fails to provide

16

the transfer agency services described herein for 24 consecutive hours and shall be conducted in accordance with the data center business continuity plan. Transfer shall be completed within an additional 24 hours after failure to the primary facility. If the Transfer Agent determines, prior to the expiration of the initial 24 hour period, that the primary facility will be unable to resume providing such transfer agency services prior to the end of such period, transfer to the Back-Up Facility shall commence at the time of such determination. Within forty eight hours after failure of the primary facility, the Transfer Agent will perform its services from the Backup Facility to 100% of all financial transactions and advice and, within two weeks, to at least 80% of each of the other service level objectives defined in Appendix D to the extent they are scheduled to be recovered in the data center business continuity plan. The Fund shall bea r no costs related to such transfer. Once the primary facility has recovered, it shall again provide the transfer agency services to the Fund with no loss of time and at no additional cost to the Fund. The Transfer Agent shall use reasonable efforts to provide the services described in this Agreement from the Back-Up Facility at service levels described in Appendix D.

     Notwithstanding the foregoing, the parties agree that for a period of six months from the date of transfer to the Back-Up Facility or such shorter period ending on the date the primary facility is once again able to provide service, if the primary facility is so able prior to the expiration of such six-month period (the "Back-Up Period"), the "Fee Credits" (and only the "Fee Credits") described in said Appendix D shall be suspended for those services provided from the Back-Up Facility during that period; provided, however, that the Fee Credit provisions of said Appendix D shall not be so suspended unless the transfer to the Back-Up Facility shall have occurred by reason of Causes (as defined in said Appendix D), other than a Cause described in clause (c) of the penultimate paragraph under the caption "General" in Appendix D (a "Clause (c) Cause"). If providing service from the Back-Up Facility continues for longer than the BackUp Period referred to above, or at any time when such services are again provided from the primary facility, all terms and conditions of Appendix D shall be reinstated in full force and effect. The Transfer Agent shall act to have the primary facility restored as promptly as is reasonably practicable. The Transfer Agent shall not be excused from the performance of its obligations under this Agreement pursuant to the provisions of the penultimate paragraph under the caption "General" in Appendix D unless the primary facility is rendered incapable of providing the transfer agency services as a result of Causes, other than a Clause (c) Cause, and the Back-Up Facility is subject to any Cause, including a Clause (c) Cause, and then shall be excused only to the extent set forth in such paragraph. The Transfer Agent shall also develop and maintain business continuity plans for its transfer agent operations facility and its telephone operations facility. The data center, transfer agent operation s facility and telephone operations facility business continuity plans, or an executive summary of such plans, shall be provided to the Fund in written form annually upon request and shall be updated as necessary to incorporate changes in regular operating procedures. Notwithstanding the foregoing, the Transfer Agent shall not eliminate, or extend the time for, the recovery of the appropriate back-up facilities of any material function or service that is, as of the date hereof, scheduled to be recovered in the applicable business continuity plan. The business continuity plans shall be tested annually to demonstrate the ability to effect a transfer to and provide adequate services from back-up facilities, as specified in Service Level Agreement #13 - 'Annual Disaster Recovery Tests', in Appendix D.

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     3. The Transfer Agent agrees to comply with (including, without limitation, maintaining its software in compliance with) all laws, rules and regulations relevant and material to the performance of its duties hereunder and shall be liable for its failure to do so only to the extent such failure constitutes negligence, lack of good faith or willful misconduct.

     4. Section reserved.

     5. The Fund agrees that prior to effecting any change in the Prospectus (other than changes required by applicable law or regulation) which would increase or alter the duties and obligations of the Transfer Agent hereunder, it shall advise the Transfer Agent of such proposed change at least 30 days prior to the intended date of the same, if reasonably practicable, and shall proceed with such change only if it shall have received the consent of the Transfer Agent thereto, and the Transfer Agent shall not unreasonably withhold such consent. In connection with any such increase or alteration of the duties and obligations of the Transfer Agent hereunder, the Transfer Agent shall receive such additional charges as the parties may mutually agree.

     6. Unless otherwise specified, any notice or other instrument in writing authorized or required by this Agreement to be given to either party hereto shall be sufficiently given when delivered by express mail service such as Federal Express or by registered or certified mail (return receipt requested) or by hand to the following persons at the following addresses:

If to the Fund:

                                       200 Park Avenue 

                                       New York, New York 10166 

                                       Attention: President 

If to the Transfer Agent: 

                                       200 Park Avenue 

                                       New York, New York 10166 

                                       Attention: President 

with a copy to: 

                                       The Dreyfus Corporation 

                                       200 Park Avenue 

                                       New York, New York 10166 

                                       Attention: General Counsel 

or to such other person or address as shall have been specified in writing by the party to whom such notice is to be given.

     7. The Fund's records, including all those maintained hereunder by the Transfer Agent, whether in magnetic media, hard copy, film form or other format,
shall be the

18

Fund's property for all purposes and the Transfer Agent shall treat confidentially and as proprietary information of the Fund all such records and other information relative to the Fund and its shareholders which is not independently available to the Transfer Agent or in the public domain and, in the case of a shareholder list, in the same format, and shall have no interest therein and shall use such records only in connection with the performance of its duties hereunder and for no other purpose. The Transfer Agent shall implement measures reasonably designed to protect the security and confidentiality of information in its possession about the Fund’s current or former shareholders or such shareholders’ accounts derived in connection with this Agreement (“Fund Customer Information”); protect against any anticipated threats or hazards to the security or integrity of Fund Customer Information; and protect against unaut horized access to or use of Fund Customer Information that could result in substantial harm or inconvenience to any Fund shareholder. The Transfer Agent's documentation, system specifications and other information relating to the Transfer Agent's computer software system to provide transfer agency services to mutual funds shall be the Transfer Agent's property for all purposes, and the Fund shall treat confidentially and as proprietary information of the Transfer Agent all such documentation, system specifications and other information which is not independently available to the Fund or in the public domain. The Fund shall treat confidentially and as proprietary information of any sub-contractor employed by the Transfer Agent pursuant to paragraph 2 of Article VIII of this Agreement all documentation, system specifications and other information which is not independently available to the Fund or in the public domain relating to the sub-contractor's computer software system to provide transfer agency services to mutual funds and the same shall be the property of such sub-contractor. Both parties agree to take such precautions with respect to all such information and data, including information and data of any sub-contractor employed by the Transfer Agent, that they take to guard the secrecy and confidentiality of their own most confidential information and data. In particular, each party agrees with respect to such information and data, and any information and data of any subcontractor employed by the Transfer Agent:

     (a) that all information and data so acquired by it or its employees, agents or contractors under this Agreement, or in contemplation thereof, shall be and shall remain the other party's exclusive property;

     (b) to inform its employees, agents or contractors engaged in handling such information and data of the confidential character of such information and data;

     (c) to limit access to such information and data to authorized employees, agents or contractors of the Transfer Agent and the Fund who have a need to know and use such information and data in connection with this Agreement and the services to be supplied hereunder;

     (d) to keep, and have their employees, agents and contractors keep, any and all such information and data confidential;

     (e) not to copy or publish or disclose such information and data to others or authorize their employees, agents, contractors or anyone else, to copy or publish or disclose such information and data to others without the other party's written approval except if

19

required by a State or Federal court or agency and in such an event prompt written notice of such disclosure requirement shall be provided to the other party if permitted by law; and

     (f) that upon termination of this Agreement: (i) all records and other confidential information of the Fund in the possession of the Transfer Agent shall be returned to the Fund (or designated successor transfer agent) as provided in paragraph 1 of Article VIII, and (ii) all records and other confidential information of the Transfer Agent in the possession of the Fund shall be destroyed or, upon the written request and at the expense of the Transfer Agent, returned to the Transfer Agent.

     The confidentiality provisions noted above will survive termination of this Agreement for a period of 10 years or such longer period as may be required by applicable law.

     The parties further agree that this Agreement will be considered confidential during the term of its existence, that access to it will be limited to those employees, agents, contractors or other persons who have a need to know of or utilize the Agreement (including, without being limited to, the Fund's Board and the auditors and/or counsel to the Transfer Agent, the Fund and Dreyfus), and that neither party will otherwise publish or disclose the Agreement to others without the other party's written approval except if required by a State or Federal court or agency, and in such event prompt written notice of such disclosure requirement shall be provided to the other party if permitted by law.

     8. The Agreement may not be amended or modified in any manner except by a written agreement executed by the parties with the formality of this Agreement. If any of the provisions of this Agreement conflict with the provisions of Appendices hereto, such Appendices shall control.

     9. No right or remedy available to any party at law or in equity is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

     10. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assigned, by operation of law or otherwise, by a party without the written consent of the non-assigning parties.

     11. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to principles of conflict of laws. Each party hereto submits and consents to the exclusive jurisdiction of the State and Federal courts sitting in the State of New York, New York County, in any action arising out of or connected in any way with this Agreement. This provision shall have no effect if its implementation would be to deny a party the right to maintain an action in respect of this Agreement. Each party agrees that the service of process or of any other papers upon any of them by certified mail at their respective address set forth herein shall be deemed good, proper

20

and effective service and hereby expressly waives any defense based on lack of personal jurisdiction for any such purpose.

     12. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original; but such counterparts shall, together, constitute only one instrument.

     13. The provisions of this Agreement are intended to benefit only the Transfer Agent and the Fund, and their respective permitted agents, successors and assigns.

     14. The relationship between the parties hereto shall be that of independent contractors and not partners or co-venturers, and no party shall hold itself out as an agent of the others with the authority to bind the others.

     15. The Fund will not use the Transfer Agent's name, or the name of any subcontractor employed by the Transfer Agent pursuant to paragraph 2 of Article VIII, in any Prospectus, sales literature or other material relating to the Fund in a manner not approved by the Transfer Agent in writing before such use, provided, however, that the Transfer Agent hereby consents, and undertakes to secure the consent of any sub-contractor employed by the Transfer Agent (without the necessity of the Fund doing any additional acts) to all uses of the name of the Transfer Agent or sub-contractor, respectively, which merely refer in accurate terms to the Transfer Agent's appointments hereunder, or the appointment of any sub-contractor by the Transfer Agent, or which are required by the Securities and Exchange Commission or a state securities commission and, provided further, that in no case will the Transfer Agent unreasonably withhold or delay such approval, and the Transfer Agent undertakes to ensure that any sub-contractor employed by the Transfer Agent will not unreasonably withhold or delay such approval. The Transfer Agent will not use the Fund's name, nor that of its adviser, sub-adviser, administrator or distributor, without the prior written consent of such respective entity (such approval not to be unreasonably withheld), except as may reasonably be necessary for the performance of the Transfer Agent's duties under this Agreement.

     16. In case any provision contained in this Agreement shall be determined to be invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected or impaired thereby insofar as possible and reasonable.

     17. Each of the parties hereto warrants to the other that it is validly organized and in good standing in the state of its organization, that it has the right and authority under its organizing documents to enter into this Agreement and perform the duties or assume the responsibilities required hereunder, and that its entry into this Agreement, performance of the duties or assumption of the responsibilities hereunder is not prohibited by any applicable law, rule or regulation, nor will it violate any other agreement to which such party is now or shall become a party.

     18. All times of day referred to in this Agreement shall be New York time.

     19. Except as otherwise provided hereafter, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitrators, one to

21

be chosen by each party and a third to be chosen by the said two arbitrators before entering upon arbitration. If one of the parties fails to appoint an arbitrator within 30 days of notice by the other party that it has chosen arbitration, or if the two appointed arbitrators are unable to agree on the choice of a third within 30 days of their appointment, then the American Arbitration Association shall be requested to make such selection. If the American Arbitration Association fails within ten days of such request to make such selection, then either party, upon notice to the other, may apply to the Supreme Court, New York County for such selection (or any other court having complete power and jurisdiction to entertain the application and make the appointment). Each arbitrator chosen or appointed pursuant to this paragraph shall be a disinterested person having at least ten years experience in the County of New York in a calling connect ed with the dispute. The arbitrators' decision will be final and binding upon both parties, and judgment upon the award rendered by the arbitrators may be entered in any Court having jurisdiction thereof.

     Each party recognizes that the property and proprietary information of the other is unique, and that the other party cannot be fully compensated by money damages and would be irreparably harmed by the disclosure of its confidential information and data in violation of the provisions of paragraph 7 of this Article. The parties therefore agree that each may seek immediate relief at equity for any failure to comply with paragraph 7 of this Article, in addition to any other remedies such party may have in law or in equity.

     20. This Agreement contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and merges and supersedes all prior discussions, agreements and understandings of every kind and nature between them relating to the subject matter hereof. Neither party shall be bound by any condition, definition, warranty or representation, other than as set forth or provided in this Agreement or as may be, on or subsequent to the date hereof, set forth in a writing signed by the party to be bound thereby.

     21. This Agreement has been executed on behalf of the Fund by the undersigned officer of the Fund in his/her capacity as an officer of the Fund. The obligations of this Agreement shall only be binding upon the assets and property of the Fund or Fund series, as applicable, and shall not be binding upon any Board member, officer or shareholder of the Fund individually.

     22. The parties acknowledge that the obligations of the Funds are several and not joint, that the Fund shall not be liable for any amount owing by another Fund and that the Funds have executed one instrument for convenience only.

22

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the day and year first above written.

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SCHEDULE A-Page 1

 

SCHEDULE A-Page 2

SCHEDULE A-Page 3

 

SCHEDULE A-Page 4

A-1

B-1

APPENDIX C(1)

FEES, FEE CREDITS AND SERVICES

FEES

ANNUAL PER ACCOUNT FEE

     For the purposes of fees to be paid pursuant to this Agreement, an "open account" shall mean a shareholder account which has a balance at any time during a given month, a "closed account" shall mean an account that has a zero balance throughout any given month, and a "purged account" shall mean a closed account which the Fund has directed the Transfer Agent to remove from the System. In consideration of the Annual Per Account Fees listed below per open account (charged on a monthly basis), plus payment by the Fund of out-of-pocket expenses in accordance with Appendix G hereto, the Transfer Agent shall provide the services provided for in this Agreement on any Fund Business Day, except as otherwise specifically noted.

The annual fee (charged and payable on a quarterly basis) for each "Omnibus Account" shall be $100.00, less the applicable Annual Per Account Fee set forth above. "Omnibus Accounts" subject to this fee shall include (i) all accounts coded with a social code of "009" or “905”; (ii) group retirement plans coded with a “cum disc” number (for linking purposes); and (iii) such other accounts as the parties may mutually agree. The Annual Per Account Fee for a closed account will be $1.20; there is no fee for a purged account.

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DISASTER RECOVERY FEE

Data Center second site disaster backup fee (per account)  currently $0.20 

This annual charge, paid monthly , is a pro rata portion of the Sub-Transfer Agent’s cost for the service and will increase proportionate to any increase in its costs to provide the service or in the event that the current recovery goal is shortened, subject to the cap on annual increases set forth in Article XI. The recovery goal is to have the DST system operational 4 hours after DST’s declaration of a disaster, or such other time as is set forth in the applicable business continuity plan.

ANTI-MONEY LAUNDERING FEE

     In consideration of the performance by the Transfer Agent of the Anti-Money Laundering duties set forth below, the Fund agrees to pay the Transfer Agent as follows:

$0.00 per year for each networked (i.e., NSCC matrix levels 1, 2, 3 or 4) account; 

$0.15 per year for each open non-networked account with a U.S. address; and 

$0.20 per year for each open non-networked account with a non-U.S. address. 

HOLIDAY PROCESSING FEE

     Any Fund(s) which chooses to remain open when the NYSE is closed shall pay: (1) Nightly cycle fee equal to the average daily per account fees for the previous 12 months (for all funds) divided by the number of business days in those previous 12 months; plus, (2) Boston Financial associate fee equal to $50/hour (with a maximum of 8/hours per associate/day for the number of associates required to support the process (maximum of 50 associates).

MISCELLANEOUS FEES
Purged History	$2.28/1,000 lines of history per year
Excess History	$6.00/1,000 lines of history per year
Transmission of Statement Data for Remote	$0.02 per statement
Processing (not applicable where DSTO
does all printing and mailing)
Transmission of daily confirmation data for remote	$0.01 per statement
processing (not applicable where DSTO
does all printing and mailing)

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CBA Elect In Fee	$150/account
Duplicate Statement Fee (excluding current or
prior year)	$7.00 per statement
Subsequent Payments Processed by BFDS	$0.35 per check processed
3rd Party Check Review and Special Handling for Subsequent Payments
Processed by BFDS	$0.88 per check
Copy of Paid Checks	$5.00 per check

Powerselect

Powerselect fees are based on number of tables loaded and size of the files. Any material changes in utilization would be evaluated and priced upon request.

Base TA2000 Tables (Master, Fund Literals, Price, Social Code)
Stand alone systems:	$2,475 per month
Shared systems (views):	$1,500 per month
Base TRAC2000 Tables
Stand alone systems:	$2,475 per month
Shared systems (views):	$1,500 per month
Literature Tables (Seven files)
Stand alone systems only:	$1,500 per month

Individual tables (Based on storage size)

Please submit a New Table Request Form to request additional tables.

Table DASD Space:
0 - 100MB	$180 per month
101MB - 250MB	$240 per month
25 1 MB - 500MB	$300 per month
50IMB - IGB	$360 per month
IGB - 2GB	$485 per month
2GB - 3GB	$605 per month
3GB - 4GB	$725 per month

     After 4GB, pricing repeats through schedule above, i.e., any size above 4GB will entail an additional charge for the size of the file above 4GB, such charge to be determined in accordance with the foregoing schedule. For clarity’s sake and solely by way of example, if the size of a newly requested Table were 10.5GB, the monthly charge would be $725 (for the first 4GB)+ $725 (for the next 4GB)+ $605 for the remaining 2.5GB) for a total monthly charge of $2,055.

All tables in excess of 1G in size will require a one-time DASD recovery fee.

Some tables that are new to Powerselect may require additional research and development costs before they can be loaded for clients. One-time development fee

C(1)-3

estimates for these tables will be provided as needed and will be paid for by the first client requesting them.

Connect Licenses

One connect license is required for each desktop that accesses the Powerselect databases. Two desktop licenses are free. Each additional desktop license is $220.

FANMAIL

Monthly Access and Support Charge of $500.00

Branch/Rep	$0.018/Record
Dealer	$0.012/Record
Price File	$0.002/Record or $1.75/Recipient,
	per month, whichever is less

Volume Discount Schedule
	% Discount on
Total Per Record Fees	Amount Over Threshold
$ 2,500 - $ 5,000	10%
$ 5,001 - $ 7,500	15%
$ 7,501 - $10,000	20%
$10,001 - $30,000	25%
$30,000 +	50%

The Monthly Access and Support Charge shall be included in the above numbers for purposes of determining any discount; however, the discount will apply only to the amounts occasioned by the per record charge.

FEE CREDITS

     The Dreyfus-affiliated funds for which the Transfer Agent acts as transfer agent, as a group, shall be entitled to the following fee credits:

Re-Engineering Credits: $1,050,000/year 

General Credit: $86,000/year 

One-twelfth of the annual credit amount shall be applied to each monthly invoice (beginning with the invoice covering October 2005), and shall be allocated to each Fund pro rata based on number of accounts as of the end of the monthly billing period.

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SERVICES

Subject to the terms and conditions set forth in the Agreement, the Transfer Agent shall perform the following services:

Daily Activity

• Establish and maintain shareholder data required to perform security holder accounting (e.g. name, address, certificated shares, uncertificated shares, distribution method account options, banking information (if provided), TIN (if provided).
• Perform certificate tracking, transferring, depositing and canceling.
• Provide system to support operations and the following fund type processing; CDSC, front-end load, money market, and front-end/back-end (dual) load, daily accrual, periodic record date funds and GAMA.
• Provide system to support the following features with regard to commission processing; Right of Accumulation (ROA), Letter of Intent (LOI), 12b-1, exchange across load types, 12b-1 override schedules and multiple trailer fee functionality.
• Provide system to support redemption fee processing and market timing monitoring.
• Provide system to support and maintain dealer, branch, representative, group information.
• Calculate and pay backup withholding at Federal level in accordance with applicable law and the instructions of an Authorized Person.
• Perform withholding on shareholder accounts and reporting to shareholders, government and remittance to government.
• Prepare filing and mailing of US Treasury Department forms 1099, 1042, 1042S, 5498, 5498-ESA, 1099Q, 1099R, 1099DIV, 1099B and any other tax forms supported by the TA2000 System as needed on behalf of the Funds and as instructed by an Authorized Person and provide system and operational support for year-end suppressions.
• Provide system to track shareholder account activity.
• Provide system that supports one-time wires, group wires and onetime ACH, and periodic ACH processing.
• Provide system for servicing retirement accounts (including reporting, maintenance, and online access).
• Provide system to support adjustments and gain/loss functions.

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• Provide systems and operational support to handle Lion Account requests.
• Provide systems and operational support for Dealer Branch wire hierarchy and bulking.
• Provide systems and operational support to maintain Blue Sky files and generate appropriate reporting.

Functions

• Reply to investor and dealer inquiries, except those concerning Fund policy.¹
• Process transfers, exchanges, purchases, and redemptions according to current procedures.¹
• Process and confirm address changes.¹
• Maintain required source documents including account applications and correspondence according to current procedures.
• Respond to research inquiries.¹
• Perform foreign collection as outlined by current procedures.
• Purge closed accounts according to agreed upon procedures.
• Support check writing redemption processing in accordance with the instructions of the CMP.
• Perform wire order processing.
• Calculate, confirm, and pay or withhold commission types including (12b-1, front-end, back-end, indirect and distributor).
• Provide system capabilities to directly input telephone transactions into the TA2000 system.

¹ These services are performed by both the Sub-Transfer Agent and the Transfer Agent’s (Uniondale) Telephone Operation.

C(1)-6

• Support all institutional inbound and outbound data transmissions of dividend, account and trade information for institutional processing.
• Provide due diligence process for W-9 solicitation, W-8 solicitation or other purposes as may be identified and encode shareholder records with properly returned information.
• Generate data files for production of IRS regulated forms.
• Provide system to support debit and credit ACH activity.
• Provide the ability to identify systematic purchase and redemption accounts.
• Provide DDA reconciliation and control functions.
• Perform the Cost Basis Accounting accumulation and reporting.
• Perform escheatment processing on behalf of and as directed by Dreyfus.
• Provide system to record signatory names, and information necessary for processing transactions or for verification purposes.
• Provide system to support production of IRS regulated forms.
• Act on Dreyfus initiated faxes received in good order, including new accounts, subsequent transactions, maintenance, etc.
• Provide systems and operational support to automatically and manually accept fund price information nightly. Price information to include, but not limited to, NAV yield mil rate, total net assets, etc.
• Provide correspondence on rejected transactions

Functions Required by Dreyfus Fund Accounting

Provide systems and operational support to provide and/or execute:

C(1)-7

• SuperSheets -Print file (OPP)
  -State Street PAS uploadable file (Cap. Stock upload)
  -Detailed capital share transactions
  -Dividend payable, accrual, liqs.
  -Redemption fees
  -Number of accounts
  -FA file (includes sub. and red. dollars for Muni Funds and availability)
• Gain-Loss requirements per written procedure
• Monthly Dividend letters
• Daily shares outstanding by security code (share compare)
• Daily dividend payable comparison (DivPay)
• Tax reporting
• Client participation in Business Recovery Exercises
• Customary Transfer Agency reports
• Accept End-of-Day Information via State Street PAS TA Interface functionality & FA Direct
• Agreed upon End-of-Day Information variance exception notification
• Fund Allocable billing
• Respond to research inquiries
• Respond to independent auditor requests
• 12b-1 reporting, commission and concession reporting
• NRA dividend processing (for 2004 tax law changes)

Tapes, Transmissions and other Technical

• Produce and make available for transmission daily files and corresponding reconciliation reports to Dreyfus each business day following the business day of activity.

          The information to be transmitted includes:

C(1)-8

(a) new accounts, account maintenances and closed accounts 

(b) current holdings per account 

(c) fund profile information 

(d) financial detail per account 

• Arrange, through a third party, for data communications connections via dedicated lines for the purpose of allowing access by terminals in the Dreyfus network and access by a voice response system(s) or similar data processing devices. The costs of obtaining and maintaining such communication lines to be passed to Dreyfus.
• Interact with DTCC interfaces by sending and receiving any necessary transmissions and provide the associated processing for the DTCC and Networking Fund/SERV system.

Reports

• Make available through RPMS, each business day following the business day of activity, for that day and the prior day, daily journals and reports that reflect the activity for each business day; will load reports that are mutually agreed upon into the COOL system.
• Make available on a daily basis the data necessary to produce financial confirmations for dealer-coded accounts in accordance with the dealer branch or group mail matrix.
• Make available on a monthly and quarterly basis the data necessary to produce monthly and quarterly summary statements for dealer-coded accounts in accordance with the dealer branch or group mail matrix.
• Provide systems and operational support to furnish ad hoc reports upon request and add or maintain tables in Powerselect. The incremental costs associated with adding new tables to Powerselect will be provided to Dreyfus prior to any table being implemented for Dreyfus. Tables removed from Powerselect will result in an incremental decrease in costs.

Dividend Activity

• Accrue and pay dividends daily, monthly, or other frequencies in accordance with the fund prospectuses.
• Dividends to be paid in cash, reinvested, or reinvested in other Funds within the Dreyfus Group serviced by Dreyfus.
• Calculate and pay capital gain distributions on frequencies requested by the Fund.
• Provide inquiry access to dividend information.

Dealer Services

C(1)-9

Generate data files for production of daily dealer advices for dealer-coded accounts in accordance with the dealer branch or group mail.
Provide flexibility in flagging the number of copies and frequency of statements for dealer-coded accounts in accordance with the dealer branch or group mail.
Generate data files for daily and monthly reporting on selected institutional firms.
Provide dealer access to shareholder information and the security by dealer.
Provide differentiated levels of access by dealer/institution for inquiry and transaction processing.
Provide system and operational support for manual and rush wire requests from Dreyfus and for manually settled dealer transmissions.
Provide NSCC support, as follows:
	Call out to Dealers for all Fundserv and nightly cycle Rejects.
	Accept and handle inbound calls from dealers.
	Estimate all rejects.
	Estimate Firm Exits-No Purchases or No redemptions-before settlement with Letter of Indemnity.
	Enter estimates received from dealers.
	Run daily delinquent trade open order reports and resolve.
	Process Fundserv rejects manually or thru the DST NSCC Desktop.
	Inform Dreyfus of Large Trades if notified via phone by a dealer.
	Will handle all Fund Exception Processing (i.e., funds closed to new investors or closed to all purchases except wrap accounts etc.).
	Process trades that pend due to Certificate Shares.
	Process Global Rejects.
	Process Cancel Rebills, as of Trades or Current Day manual Trades with Letter of Indemnity.
	Settle Paid & Waiting Trades for Fundserv orders placed on networked and non- networked accounts.
	Process Position File set up Requests and Refresher File Updates.
	Process Ad Hoc Position file requests from dealers.
	Coordinate Mass Broker to Broker conversions.
	Coordinate of account transfers or maintenances for Mass Broker to Broker conversions.
	Process rejected dividend reports and fix accounts that are causing rejected dividend files.
	Process Registration Error Report by maintaining accounts. RPMS report #R02362.

C(1)-10

• Monitors networked Accounts without BIN report (RPMS1774) by making call out to dealers and maintain accounts.
• Process rejected dividend sweeps and auto-exchange will also fix accounts
• Monitor ACAT rejects.
• Set dealers up to Test thru Commission/Serv and obtain signoff from Dreyfus before making them live.
• Process maintenances, transfers or stripping of BINS.
• Monitor and adjust account and order number inventory levels.
• Handle 12b-1 and Commission Rejects.
• Code accounts when funded to CDSC Exempt.
• Provide Dreyfus with the ability to maintain dealer information and process. incoming institutional relationship information and provide outgoing confirmations² .

Proxy

• Provide data files for proxy servicing.

Periodic Activities

• Provide to Dreyfus’ Print/Mail vendor the data files for production of daily transaction advice to shareholders.
• Mail a Prospectus to each shareholder opening a new account, with the transaction advice of the initial purchase, and include an application for shareholders opening new accounts by telephone exchange or fed wire (when name and address are included). With respect to all share classes of all Funds other than the Class F shares of Dreyfus Founders Funds, mail a Prospectus to each shareholder making a subsequent payment after the Prospectus’ effective date, with the transaction advice of such payment. With respect to Dreyfus Founders Fund Class F shares, provide shareholder data to enable annual mailing of Prospectus to all shareholders. Initiation and timing of data extraction is determined by Dreyfus and provided to DST/BFDS, subject to Dreyfus’ providing DST/BFDS with at least five (5) business days prior notice of the intended mail date.
• Provide to Dreyfus’ Print/Mail vendor the data files for prospectus mailings within daily statement process.
• Provide to Dreyfus’ Print/Mail vendor data files for production of monthly or quarterly statements to investors.
• Provide capability for generation of microfilm/fiche data, CD ROM and other electronic means.

² The ability to maintain dealer information does not include DST’s Universal Dealer Services functionality and the functionality ancillary thereto, which are available only at an additional charge.

C(1)-11

• Provide system to support accumulation of tax reporting information and provide data files for form and tape production.
• Provide system capable of messaging and inserting on advices, statements, and tax forms.
• Develop new system interfaces at the Fund’s request.

Print and Mail Services

• Print and mail confirmations, statements, returns, tax forms (including without limitation W-9’s, W-8’s and year-end returns), reports, dividend checks and other documents and instruments, including copies to dealers and, at the Fund’s option, to a “fourth party.”
• Provide duplicate copies of statements and/or transcripts of accounts to shareholders requesting such information (for such fee as the Fund and Transfer Agent shall mutually agree).

Group Benefits

• Process Add On Trades - These are trades received every morning requesting that the previous day’s trade date and price be used. These trades are estimated and entered with the prior day’s trade date.³
• Process Same Day Wires - Process full or partial redemption requests and wire funds prior to completion of the nightly cycle.
• Process Due Money - Requests to subscribe money are received and acted upon, prior to our receiving funding for the purchase. It is DST’s responsibility to track all unpaid purchases and report this information to Dreyfus in Uniondale and the Fund Accounting Area on a daily basis.

³ These trades were accepted on the prior day by the record keeper/trustee/administrator, dealers/other institutional relationships prior to the Funds’ trading cutoff.

C(1)-12

• Process Fax Trades from Plans - Trades are received by fax. The plans have agreed to follow up with the original documentation on the following day.
• Process Restricted Exchanges - These are transactions that are restricted according to the Funds’ exchange rules. Exchanges are processed as redemptions and purchases to accomplish the transactions. In the event that the exchange is for the full account balance, DST must estimate the purchase side of the transaction after the nightly cycle, to ensure that the funds are accounted for on the prior days supersheet.
• Process Dividend Trades - The first business day of every month, DST faxes over add-on trades from 8:30am to 10:30am. DST shall process these trades as of the previous day without being estimated. The trades are typically small dollar amounts (under $100.00).

Institutional

• Process Due Money and Wire/no Trade - Requests to subscribe money are received and acted upon, prior to DST receiving funding for these purchases. It is DST’s responsibility to track all unpaid purchases and report this information to Dreyfus in Uniondale, and the Fund Accounting area on a daily basis. This includes manual and Lion purchases.
• Process As Of Purchases/Redemptions - (known as “Add-Ons”) Process trades received in the morning requesting that the previous days trade date and price be used. These trades are estimated and entered with the prior days trade date. This includes manual, Lion Account and DTCC trades.
• Process Same Day Wires - Requests a redemption and immediate wire of funds prior to completion of the nightly cycle. Due money in a particular fund can result in a fund being “overdrawn” at the close of business.

GAMA Servicing Functions

Open new GAMA accounts; perform GAMA account maintenances; perform daily settlement of GAMA ACH, debit card, and check writing activity with the Dreyfus GAMA product service provider; provide system support for GAMA.

Multiple Trailer Fees

The Multiple Trailer Fee Project (MTF) is designed to provide Institutional clients with a detailed breakdown of each type of fee paid. The Transfer Agent will provide data feeds containing detailed trailer commission and service fee information to Dreyfus.

Process Cancel Rebill / Money Market Adjustments

C(1)-13

Commence processing on the day of receipt all cancel rebill and money market adjustment requests received from Dreyfus on a business day. This includes all related accrual adjustments and necessary estimates associated with each request.

Telephone Operations

• Answer all investor and dealer telephone and/or written inquiries, except those concerning Fund policy which will be referred to the Fund.
• Process and confirm address changes to the former address of record reflecting the new address.
• Process standard account record changes as required, i.e., DLR, Salesman Codes, Dividend Codes, etc., in accordance with required documentation.
• Use master account application to establish individual participant accounts.
• Process new accounts, verifying completeness of application; establish new account records with standard abbreviations and registration formats.
• Process exchanges of Fund shares and confirm the exchange transaction in a single transaction advice.
• Process telephone transactions on recorded lines on a system in which such recordings can be easily and accurately retrieved and verify the identity of the originator as directed by the Fund. In addition, process various maintenance items pursuant to shareholder telephone requests, including but not exclusive to changing dividend options and changing Automatic Asset Builder dollar amounts and cycles, as authorized by the Fund.
• Process delayed settlement (“Wire Order”) trades as permitted by the Fund, maintaining an inventory of and performing settlement of such share subscriptions.
• Maintain records indicating institutions eligible for 12b-1 fees.
• Provide telephone service for the shareholders of the Fund.
• Allow on-line access (via telecommunications lines) to institutions designated by Dreyfus from time to time to the shareholder accounting system. Only those accounts with dealer codes for their institution will be available, except that certain “clearing broker” institutions may be allowed access to multiple dealer codes representing those institutions they are authorized to clear for.
• Differentiate levels of access by institution, as instructed by the Fund from time to time, as follows:

C(1)-14

• Inquiry Only
• Input New Accounts
• Input Purchases
• Input Redemptions
• Input Exchanges
• Input changes of Account Data for Address, SSN, Owner Codes, Branch or Salesman Code, Dividend Code
• Input Broker/Dealer or other transacting institution’s internal account number, i.e., cross-reference number

These levels should be controlled by a unique ID and password assigned to each 

user within a remote accessor institution. Each user could be assigned any 

combination of the above privileges. 

Additional Proxy and Print Services

• Address and mail proxies and related material for shareholder meetings.
• Tabulate returned proxies and supply daily reports when sufficient proxies have been received.
• Prepare certified list of stockholders.
• Furnish Inspector of Election for shareholder meetings.
• Address and mail two (2) periodic financial reports.

Anti-Money Laundering Duties

• Submit all new accounts, registration maintenance transactions, and existing accounts through the Office of Foreign Assets Control ("OFAC") database and such other lists or databases of trade restricted individuals, entities, or countries as may be required from time to time by applicable regulatory authorities; block accounts and file reports with OFAC as required under OFAC-administered regulations.
• Review redemption transactions that occur within thirty (30) days of account establishment or maintenance, including a change to standing banking instructions.
• Review wires sent pursuant to banking instructions other than those on file.

C(1)-15

• Review accounts with small balances that have large purchases at specified dollar thresholds.
• Review accounts with frequent activity within an appropriate date range followed by a large redemption at specified dollar thresholds.
• Review purchase and redemption activity per tax identification number ("TIN") within the Fund to determine if activity on any given day for that TIN exceeded the specified dollar threshold.
• Compare all new accounts and registration maintenance transactions through a database of known offenders; notify the Fund of any match.
• Monitor and track cash equivalents under $10,000 for a rolling twelve month period; file IRS Form 8300 and issue the shareholder notices required by the IRS.
• Determine when a suspicious activity report ("SAR") should be filed as required by regulations applicable to mutual funds; prepare and file the SAR.
• Compare account information to any FinCEN request received by the Fund pursuant to the USA PATRIOT Act Sec. 314(a); provide the Fund with documents/information necessary to respond to requests under USA PATRIOT Act Sec. 314(a) within required time frames.
• Follow the Fund's Customer Identification Program to (i) verify the identity of any person seeking to open an account with the Fund, (ii) maintain records of the information used to verify the person's identity and (iii) determine whether the person appears on any lists of known or suspected terrorists or terrorist organizations provided to the Fund by any government agency.

Maintain all records required to be maintained by the Fund under the USA PATRIOT Act in connection with the performance of the Transfer Agent's duties hereunder.

Benefit Plans

Throughout the term of this Agreement, the Transfer Agent will, through an entity selected and approved by the Fund, arrange for the custodianship of IRA and Keogh plans sponsored by Dreyfus for an annual fee payable by the beneficial owner/participant of $10.00 per account, with a maximum fee of $25.00 per participant. In the event an account is closed prior to the assessment of the annual fee, the annual fee will be assessed at the time the account is closed.

C(1)-16

APPENDIX C(2)

SOFTWARE ENHANCEMENTS AND FEES

     The Fund may request enhancements to be made or functionality to support new products be developed within the software system utilized by the Transfer Agent.

Dreyfus-Dedicated Software Staff

The Transfer Agent will provide, at no additional cost to the Fund, a programming staff dedicated only to the completion of Dreyfus programming requests. The staff level shall be maintained at a ratio of one programmer/analyst for each 200,000 shareholder accounts within the Dreyfus-affiliated funds, and shall therefore be adjusted up and down, no less frequently than semi-annually, to maintain such ratio.

The Dreyfus-dedicated software staff will be managed by the Transfer Agent and is expected to conform to the Transfer Agent's programming and documentation standards. The Transfer Agent will provide a dedicated staff whose personnel will at all times have an average of at least five years data processing applications software experience, of which at least three years shall be developing data processing applications software with respect to mutual fund transfer agency activities. In addition, at no time will 25% or more of the staff have less than two years experience developing data processing applications software for mutual fund transfer agency activities. With regard to priorities, the staff will be directed at the sole discretion of Dreyfus to address those software requests which Dreyfus sees fit.

Should the Transfer Agent determine that the programming requirements of the Fund or the Dreyfus-affiliated funds require programming resources in addition to those provided by the Dreyfus-dedicated software staff, the Fund shall pay for as many additional programmers as may be necessary, not to exceed the number required to bring the total of the Dreyfus-dedicated software staff and additional programmers to ten, billed at the following rates and allocated to the Funds pro rata based on number of accounts:

Up to four (4) additional programmers:	Discounted rate of $110,000/year per
	programmer
Additional programmers in excess of four (4):	$163,000/year per programmer or $130/hour

These rates may be changed in January each year in an amount equal to the change in the programmer’s salary, except that the annual increase for the programmers billed at the discounted rate will not exceed 3% per year.

If more than ten (10) programmers are required, the Transfer Agent shall obtain the Funds’ approval to add additional resources chargeable to the Funds.

C(2)-1

From time to time, the Dreyfus-dedicated software staff may be utilized for Dreyfus programming requirements that are not covered under this Agreement. In this case, the Funds will be reimbursed for each hour of programmer time utilized at the rate of 1/ 2,080^th of the annual charge for an additional programmer.

Programming Request Procedures

Programming must be requested pursuant to the “Software Request Administration Procedures” attached hereto as Appendix F. Upon receipt of programming requests the Transfer Agent's dedicated staff will review the request and perform an initial analysis which will be adequate to provide a high level estimate. The Fund may use this estimate to assist in determining whether to proceed with the request. Upon the Fund determining to proceed, the Transfer Agent will provide an estimate by phase at the start of each phase (e.g., an estimate will be given for the requirements phase and upon completion of requirements an estimate for design will be provided, etc.). The Transfer Agent will provide a report with the status of each request.

Development Cost Recovery

The Transfer Agent will not announce the availability of Fund-specific or Dreyfus-affiliated funds-specific requests constituting unique third party systematic interfaces to its other clients or third parties generally. However, if another client or third party becomes aware of the interface and requests it to be made available to them, the Fund will be entitled to recovery of its share of development costs as described herein. This recovery will not exceed 75% of development costs during the first 12 months or 50% during the 12^th – 18^th month period after the installation of the interface. After 18 months of production usage of the software , there will be no recovery of developmental costs.

Annual Certification

Upon request, the Transfer Agent will deliver to the Fund within thirty (30) days after the end of each calendar year a written certification of the Transfer Agent's chief financial officer or its president that the Transfer Agent has been in compliance with this Appendix C(2). The Fund shall have the right, at its option, to have the Transfer Agent's independent auditors confirm compliance with this Appendix C(2). In connection therewith, the Transfer Agent shall give such independent auditors full and unimpeded access to the information and documents deemed by such auditors to be necessary to accomplish such audit. The cost of such auditors shall be divided equally between the parties.

C(2)-2

APPENDIX D

SERVICE LEVEL AGREEMENT

GENERAL

Except as otherwise noted, the percentages set forth herein relate to all Dreyfus-affiliated funds for which the Transfer Agent acts as transfer agent, and to certain funds for which Dreyfus provides recordkeeping or other services 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 of two or more different services. A waiver, whether partial, total, or conditional, of any fee credits, or right to terminate this Agreement in a particular instance does not constitute a waiver in any other instance. The Fund must give notice of its intent to terminate the Transfer Agency Agreement of which this Appendix is a part within 60 days of receipt of a true and complete report of the Transfer Agent evidencing the event giving rise to such right of termination under the terms of the paragraphs of this Appendix captioned "Termination." Such notice mu st specify a date no less than three nor more than twelve months thereafter as the date upon which such termination shall be effective. Failure to provide such notice in a timely manner shall constitute a waiver in respect of the specific event (but no other). This provision in no way shall limit the Fund's right to terminate the Transfer Agency Agreement pursuant to Article IX thereof. A monthly document evidencing the Transfer Agent's performance with respect to the service levels set forth below will be delivered to the Fund by the fifteenth business day of the following month by the Transfer Agent, or as soon thereafter as is reasonably practicable. A failure permitting termination by any one fund will give all of the funds, including the Fund, the right to terminate their respective transfer agency agreements with the Transfer Agent.

For purposes of this Appendix, the term "business day" shall mean each day that the Fund is open for business as described in its prospectus.

Notwithstanding any service level or objective specified herein, for purposes of this Transfer Agency Agreement, the Transfer Agent's failure to meet any objective or its performance at a level giving rise to fee credits or the right to terminate this Transfer Agency Agreement shall not per se constitute negligence or a breach of this Transfer Agency Agreement nor constitute an inference of the foregoing provided that nothing herein contained shall preclude the Fund from introducing evidence of the Transfer Agent's performance in an effort to prove negligence or breach of this Transfer Agency Agreement.

There shall be excluded from the calculation for the service levels described in this Appendix D, and from the consideration of whether the Transfer Agent has been negligent or has breached this Agreement, any period of time, and only such period of time, during which the Transfer Agent's performance is materially affected, by reason of circumstances beyond its control (collectively, "Causes") including, without limitation (except as provided below), (a) acts or omissions to act of the Fund, its employees, agents, or sub-contractors, including a third party cash management provider, (b) circumstances beyond its reasonable control, including, without limitation: any interruption, loss or malfunction of any public utility, transportation, computer hardware (provided reasonable maintenance thereof was provided) or communication services; inability to obtain labor, material, equipment or transportation (Transfer Agent having diligently

D-1

attempted to obtain such from all of its usual suppliers), or a delay in mails; governmental or exchange action, statue, ordinance, rulings, regulations or direction; war, strike, riot, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornados, act of God or public enemy, revolutions, or insurrection or other similar circumstances, but only if the Transfer Agent promptly takes all commercially reasonable steps to ameliorate the consequences of such circumstances, (c) an abnormally high level of activity with respect to either the Fund or the markets in which it invests or (d) pre-planned, extra-ordinary events such as major software or hardware installations or maintenance, provided such event shall occur during the maintenance window on Sunday and Transfer Agent uses reasonable efforts to minimize any adverse impact on the operations of the Fund. An abnormally high level of activity shall be deemed to have occurred, if the volume of the activities listed in Appendix C(1) on a given day exceeds both: (i) 133% of the average daily volume of such activities for the immediately preceding 90 calendar days, and (ii) 133% of the average daily volume of the same calendar month in which such day occurs during the immediately preceding year. The Transfer Agent 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 Fund 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 the Transfer Agent of any necessary instructions, approvals or information. Nothing contained herein, however, shall relieve the Transfer Agent from responsibility for the acts or omissions to act of its own permitted agents, sub-contractors, or entities acting under the Transfer Agent's control.

For calculation purposes, a week is considered to be the period beginning on Monday and concluding on the following Sunday. When a month ends during the week, that entire week's performance will be applied to the previous month.

D-2

          1. Telephone Responsiveness

Service Description:

Telephone Responsiveness represents Telephone Authorization calls of the Transfer Agent's Automated Call Distribution System ("ACD") from investors in the Fund who are authorized to request certain transactions by telephone. These telephone authorization transactions include, without limitation, (1) exchanges, (2) redemptions and (3) TeleTransfer purchases. The percentage of calls completed to calls received for the month represents the Transfer Agent's service level.

Transfer Agent's Objective:

The Transfer Agent's Objective is to manage this service to a performance level of 98% calls completed to calls received, and for purposes of the calculation method below, shall omit any call terminated within 20 seconds.

Method of Calculation:

Using its ACD report, the Transfer Agent will calculate the average performance for each week. Such number will be compared to the schedule below to determine the total percentage credit to Per-Account Fees billed to the Funds for the month. This credit information would then be passed to Dreyfus' Mutual Fund Accounting Department for allocation to the Fund against the fees to be paid hereunder.

Fee Credits:
% Calls	Average Performance Level
Completed	or Each Week within the Period
Less Than	1 Wk.	2Wks	3Wks.	4Wks.	5Wks.
98%	.02%	.06%	.14%	.25%	.39%
97%	.06%	.14%	.25%	.39%	.56%
96%	.14%	.25%	.39%	.56%	.75%
95%	.25%	.39%	.56%	.75%	1.00%

Termination:

Except for operations during the Back-Up Period (as defined in paragraph 2 of Article XIII hereof), the Fund shall have the right to terminate this Agreement, upon the notice provided under the caption "General" in this Appendix D, if the percentage of calls completed is less than 95%: (1) for three consecutive weeks, or (2) for any six weeks (whether or not consecutive) in any thirteen week period.

D-3

          2. Timeliness of Research Requests

Service Description:

The Transfer Agent will provide a research and problem resolution service to the Fund's investors. In connection therewith, the Transfer Agent agrees to use the C.S.S. System for receiving research requests from the Fund, or its service provider, and to communicate the results of that research to the Fund, or its service provider. On a daily basis, the Fund, or its service provider, using the C.S.S. System will enter research requests resulting from investor inquiries concerning their accounts and activity therein, which are received at its various servicing locations, and will forward them to the Transfer Agent for research and resolution. The Transfer Agent will research each item and respond by entry into the C.S.S. System within previously determined and agreed upon time frames (See Schedule A). The C.S.S. System generates reports showing the status of research items outstanding.

Transfer Agent's Objective:

The Transfer Agent's objective is to accurately respond to 98% of the research requests within the periods set forth on Schedule A, maintain an average dispute rate of no more than 4% while ensuring the average number of days out of standard on overdue items does not exceed five days. Failure to achieve any of the parts of the standard results in fee credits as indicated below.

Method of Calculation:

Using C.S.S. aging reports, the Transfer Agent will calculate an average number of business days past the established turnaround times for all research items past due during the month, and for purposes of such calculation shall exclude any item that does not fall under a category set forth in Schedule A or item overdue because of incomplete data maintained by a previous transfer agent, if any. (An item is considered past due if not accurately responded to in the prescribed time frame. If the Transfer Agent inaccurately or partially responds to an item, that item is deemed outstanding until a proper response is received by the Fund.) This average number shall be determined by multiplying daily each past due item times the number of days the item is past due, summing the daily products, and dividing the result by the total number of past due requests outstanding for the day. This daily average then will be averaged for the weeks during th e month and compared to the schedule below to determine the total percentage credit to Per-Account Fees billed to the Funds for the month. This credit information would then be passed to Dreyfus' Mutual Fund Accounting Department for allocation to the Fund against the fees to be paid hereunder.

D-4

Fee Credits:
Business Days	Average Weekly Performance for
Past 5 Day Turnaround	Each Week with the Period
Time	1 Wk.	2 Wks.	3Wks.	4Wks.	5Wks.
1 but less than 2	.02%	.06%	.14%	.25%	.39%
2 but less than 3	.06%	.14%	.25%	.39%	.56%
3 but less than 4	.14%	.25%	.39%	.56%	.75%
4 or more	.25%	.39%	.56%	.75%	1.00%

Response rate is calculated by the total number of items responded to within the allowed response time divided by the number of items completed for the month.

Response Time Rate Less Than
Schedule A	98%	97%	96%	95%	94%	93%
% Credit	0.02%	0.08%	0.18%	0.33%	0.51%	0.73%

Dispute rate is calculated by the total number of research items answered correctly divided by the total number of research items completed for the month.

Accuracy Rate Less Than 96%
	1 Week	2 Weeks	3 Weeks	4 Weeks	5 Weeks
95-96%	0.02%	0.06%	0.14%	0.25%	0.39%
94-95%	0.06%	0.14%	0.25%	0.39%	0.56%
93-94%	0.14%	0.25%	0.39%	0.56%	0.75%
less than 93%	0.25%	0.39%	0.56%	0.75%	1.00%

Termination:

The Fund shall have the right to terminate this Agreement, upon the notice provided under the caption "General" in this Appendix D, if the Average Weekly Performance is greater than five business days: (1) for three consecutive weeks or, (2) for six weeks in any thirteen week period.

D-5

          3.  Manual Data Entry-New Accounts, Maintenances and Financial Transactions.

Service Description:

The Transfer Agent provides data entry service to the Fund for establishing new accounts, maintaining existing account records and processing financial transactions. Dreyfus places great importance on the accuracy of name, street address, city, state, zip code, taxpayer identification number and all other information that the Transfer Agent keypunches for submission to its TA 2000 System.

Transfer Agent’s Objective:

The objective is to achieve a minimum 97.5% overall transaction accuracy rating each quarter.

Method of Calculation:

The Transfer Agent shall use the same methodology as that used by National Quality Review, Inc. for transaction processing analysis. The Transfer Agent shall review approximately 800 to 1,000 randomly selected transactions each quarter, resulting in a 95% confidence level (plus or minus 1.5%) . Samples will be collected on a daily basis.

Fee Credits:

Failure to achieve the 97.5% overall transaction accuracy target would result in fee credits to the Per Account Fees billed to the Fund, which would be calculated quarterly and paid monthly, at one-third of the calculated total. The fee credit percentages are detailed in the table below to reflect the quarterly calculation method.

Overall Transaction	97.4%	95.9%	94.7%	93%	92%	90%	Less
Accuracy							than
							90%
Quarterly % Credit to	.06%	.24%	.54%	.99%	1.53%	2.19%	3.00%
Per Account Fees

D-6

          4. System Availability

Service Description:

The mutual fund information system will be available for access by the Fund and its shareholders at various locations. These systems allow Dreyfus to answer inquiries and process transactions. The system will be accessed by shareholder servicing representatives, and directly by clients via telephone and Internet.

A remote system will be available for customer and Dreyfus access with the intent on servicing the Institutional Community (Brokerage, Bank, Insurance, financial planner, Corporate, and Municipalities). The system will provide access through various levels of security for inquiry, trading (same day, T + 1, and T + 3) and reporting. The system will be accessible via Internet, dial up, and dedicated lines.

Transfer Agent's Objective:

The Transfer Agent's objective is to manage system availability to a performance level of 99% of system availability, for all Consumer, Shareholder Service, Internet, Voice Response, and Broker/Dealer/Bank systems applications.

Consumer Accessed Systems (Voice Response System/Internet):

Access to TA2000 for audio response and applicable Dreyfus Internet Sites will be made available twenty-three and one half (23½) hours a day, seven (7) days a week, except for regularly scheduled maintenance not to exceed six (6) hours each Sunday.

When the nightly update process begins DST puts the system in the alternate file mode. Once the nightly update process is complete the regular files are reallocated.

Fully Accessible Mode:

Fully accessible TA2000 will be available for Consumer Accessed Systems from 7:00 a.m. Eastern Standard Time until 9:50 p.m. Eastern Standard Time.

Alternate Mode:

After 9:50 p.m. Eastern Standard Time files available are in the alternate mode. Account Inquiry is still available during this time frame. Exchange to new accounts may be processed via phone or Internet, but specific information regarding the subsequent exchange and/or new account will not be accessible to “callers” or to individuals accessing a web site until after the completion of the next nightly cycle.

When TA2000 is in the alternate mode the following screens are accessible via Voice/Internet. Information provided during alternate mode is as of the previous nightly cycle.

LOOKUP - VM	=	View Account Master
LOOKUP - VH	=	View Account History

D-7

LOOKUP - DP	=	View Daily Price
LOOKUP - P	=	Pending Correspondence
LOOKUP - SS	=	Social Security Search
LOOKUP - VA	=	Shareowner Alpha Search
LOOKUP - SR	=	Substitute Remittance Slip
LOOKUP - XR	=	Substitute Remittance Slip
DISTRIB	=	TA2000 facility for the setup and release of
		dividend and capital gain calculations.
UMESSAGE	=	TA2000 facility which allows a fund
		company to setup specific message criteria
		for daily confirm output.
RPMS	=	Report Processing Management System for TA2000 which
		allows users online access to generated reports (mostly daily) for
		a specific time frame (5 days).

Shareholder Service Accessed Systems for Inquiry/Transactions:

Fully functional TA2000 system will be made available every weekday from 7:00 a.m. Eastern Standard Time until 9:50 p.m. Eastern Standard Time. This application will be fully available Saturdays from 7:00 a.m. Eastern Standard time until 6:00 p.m. Eastern Standard Time.

Inquiry capabilities will be made available from 9:50 p.m. Eastern Standard Time until the completion of the nightly update or 1:00 a.m. Eastern Standard Time, whichever is later. At this time inquiry capabilities will accommodate Shareholder account positions and shareholder transaction history inquiry, but will not include transaction processing.

LION (Broker/Dealer/Bank Applications):

The LION application or an application that provides similar functionality will be fully available every weekday from 7:00 a.m. Eastern Standard Time until 9:50 p.m. Eastern Standard Time.

From time to time system availability may be altered as a result of a planned outage. Notification for planned outages will be coordinated and timing agreed to between Dreyfus and DST.

Method of Calculation:

D-8

DST will calculate availability for each day in the month and average those days to arrive at a monthly average. If the performance is below 99% the average would be compared to the schedule below to determine the percentage credit to total monthly Per Account Fees.

Fee Credits:

% System Available
Monthly Average	% Credit to Per
Performance Less Than	Account Fees
99%	0.04%
98%	0.16%
97%	0.36%
96%	0.64%
95%	1.00%

Termination:

If the System Availability is less than 95% for two consecutive months, the Fund shall have the right to terminate this Agreement, upon the notice provided under the caption "General" in this Appendix D.

D-9

          5. Daily System Updates

Service Description:

The Transfer Agent updates the System daily to reflect each day's business activity. The Fund relies upon the timely update of information in order to respond to investor's inquiries. The Transfer Agent will provide Dreyfus with a System report indicating the time of day that files were updated and available for Dreyfus. The timeliness of availability of these screens with updated information will determine the Transfer Agent's level of performance.

Transfer Agent's Objective:

The Transfer Agent's objective is to manage this service to an average weekly performance level of daily system updates by 7:00 a.m. EST the next day. The Transfer Agent must accurately update all shareholder account records.

Method of Calculation:

Should the Transfer Agent fail to meet the above objective, it would result in a credit to monthly Per-Account Fees of the affected funds. Using the System reports for each fund, the Transfer Agent will calculate for each day during the month the average time by which the shareholder account records were accurately and completely updated and available for inquiry purposes, and for purposes of such calculation shall deem that on a day on which the system was not updated at all it was updated as of 5:00 p.m. Those numbers would be averaged for each week and compared to the schedule below to determine the total percentage credit to Per-Account Fees billed for the month. This credit information would then be passed to Dreyfus' Mutual Fund Accounting Department to be allocated to the Fund against the fees to be paid hereunder.

Fee Credits:
	Average Weekly Performance
	for Each Week within the Period
	1 Wk.	2Wks.	3Wks.	4Wks.	5Wks.
Next Day
After 7:30 a.m. to and
including 9:00 a.m.	.02%	.06%	.14%	.25%	.39%
After 9:00 a.m. to and
including 10:00 a.m.	.14%	.23%	.35%	.50%	.70%
After 10:00 a.m.	.25%	.39%	.56%	.75%	1.00%

D-10

Termination:

The Fund shall have the right to terminate this Agreement, upon the notice provided under the caption "General" in this Appendix D, if the system is not updated and available by 7:30 a.m. EST on the next day: (1) for two consecutive weeks, or (2) for any four weeks (whether or not consecutive) in any thirteen week period.

D-11

          6. Accuracy and Timeliness of Investor Statements

Service Description:

Based upon the type of fund, the Transfer Agent will produce and mail periodic statements to all its shareholders. The Transfer Agent will provide the Fund with a mailing report from its automated mailing operation which will indicate the date on which all investor statements were mailed.

Transfer Agent's Objective:

For all periodic Statement (monthly, quarterly and yearly) mailings, including Dealer and Group copies, but excluding everything covered in service level 7, the Transfer Agent's objective is to manage this service so that 99% of all Statements for each Fund are accurate and are mailed no later than five business days after statement date.

Method of Calculation:

Failure to meet this objective will result in a credit to total Per-Account Fees billed to the Fund affected by the delay for the period. Using the mailing report, the Transfer Agent will add the number of days past the objective. That number would be compared to the schedule below to determine the total percentage credit to Per-Account Fees billed the Fund for that month.

Fee Credits:

If more than 1.0% of the Statements are not mailed within five (5) business days, the Transfer Agent will pay $5,000 for the first day and $2,000 per day for each day thereafter until 99.0% or more of such Statements have been mailed.

Note:	Statements that are to be mailed with check images where the clearing banks have
	not delivered the draft checks that have cleared during the last week of each
	calendar month by the second bank business day at 12:00 p.m., New York time, are
	not to be included in these calculations.

Termination:

If the Transfer Agent fails to mail at least 99.0% of such statements not later than twelve (12) business days from statement date for three consecutive periods (a period being the amount of time to which the statement relates), the Fund shall have the right to terminate this Agreement, upon the notice provided under the caption "General" in this Appendix D.

D-12

          7. Accuracy and Timeliness of Daily Advice and Check Mailings

Service Description:

The Transfer Agent will produce and mail all daily advices and daily checks (i.e., Liquidations, Redemptions, Purchases, SWP’s Retirement Distributions, and all required dealer copies, branch copies and interested parties’ copies.) whenever a financial transaction is posted to the investor's account, except where suppressed pursuant to instructions received from the Fund or Dreyfus. The Transfer Agent will provide Dreyfus with a report which will indicate the date on which all advices were mailed from such operation.

Transfer Agent's Objective:

The Transfer Agent's objective is to manage this service so that 99.0% of such advices are accurate and are mailed on the next business day following date of transaction, except where suppressed pursuant to instructions received from the relevant fund or Dreyfus.

Method of Calculation/Fee Credits:

If more than 1.0% of the daily advices, checks, and duplicates are not mailed in a timely fashion during any week, the Transfer Agent will pay to the Funds $5,000 (for that week).

Termination:

The Fund shall have the right to terminate this Agreement, upon the notice provided under the caption "General" in this Appendix D, if the Transfer Agent fails to mail at least 99.9% of all advices, check, and duplicates by the fifth business day following the date of the transaction (not counting suppressed items): (1) for three consecutive weeks, or (2) for any six weeks (whether or not consecutive) in any thirteen week period.

D-13

          8. Timeliness of Distribution Checks and Dividend Checks

Service Description:

Periodically, the Transfer Agent will create and mail checks for certain money market, tax-exempt, and other Funds' respective investors. The Transfer Agent will provide Dreyfus with a mailing report indicating the date on which all dividend or distribution checks were mailed.

Transfer Agent's Objective:

The Transfer Agent's objective is to manage this service so that 99% of all checks (other than checks drawn in connection with the Fund's Automatic Withdrawal Privilege or Quarterly Distribution Plan, if offered) are mailed no more than one business day from the payable date of the check.

Method of Calculation/Fee Credits:

If more than 1.0% of the Monthly or Quarterly Dividend Checks are mailed more than one (1) business day from the Payable Date of the check, the following charges will be paid by the Transfer Agent:

Delay of one day	$ 5,000
Delay of two days or more	$2,000/day until
	99.0% or more of
	such checks have
	been mailed

Termination:

If the Transfer Agent fails to mail at least 99% of all checks by the fifth business day from the payable date of the check for three consecutive weeks or for any six weeks (whether or not consecutive) in any period of thirteen weeks, the Fund shall have the right to terminate this Agreement, upon the notice provided under the caption "General" in this Appendix D.

D-14

          9.  Accuracy and Timeliness of Delivery of Internal/External Transmissions

Service Description:

The Transfer Agent shall provide dividend/position tapes or transmissions for any number of dealer codes per institutional client. The Transfer Agent will provide a monthly report indicating the actual date of delivery of tapes to the courier or transmissions directly to the client as well as an indication of the files to be corrected/resent due to Transfer Agent processing errors.

Transfer Agent's Objective:

The Transfer Agent's objective is to manage this service so that 99.9% of all tapes/transmissions are accurate.

Client Transmissions/Tapes:

The client transmissions must be made available by 6:00 a.m. Eastern Standard Time on the first business day following established client request date. For select clients, mutually agreed upon by Dreyfus and DST, certain transmissions need to be made available to the client at a designated time prior to 6:00 a.m. Eastern Standard Time.

The 6:00 a.m. Eastern Standard Time is contingent upon the nightly update beginning at 9:50 p.m. Eastern Standard Time. If any entity other than DST delays the beginning of the nightly cycle for any reason the transmissions will be made available six (6) hours after the start of the cycle.

Dreyfus Transmissions/Tapes Daily Transmissions:

DST will transmit the following daily files each business day at times mutually agreed upon in writing by officers or Authorized Persons of Dreyfus and officers of DST.

*	new accounts, account maintenances, closed accounts
*	current holdings per account
*	fund profile information
*	financial transaction detail per account

Periodic Files:

DST will transmit the following files by the 2^nd calendar day after a periodic purge from the system: purge file containing inactive accounts.

Method of Calculation:

Using its tape transmission delivery report, if the Transfer Agent does not manage this service so that the objective is met 99.9% of the time, the Transfer Agent will multiply the number of late tapes/transmissions or incorrect tapes/transmissions by $250. This credit information would then be passed to Dreyfus' Mutual Fund Accounting Department for allocation to the affected funds against the fees to be paid hereunder.

Fee Credits:

D-15

$250 per late (or incorrect) tape/transmission

Termination:

The Fund shall have the right to terminate this Agreement, upon the notice provided under the caption "General" in this Appendix D, if the Transfer Agent does not deliver at least 97% of all tapes/transmissions in accordance with the objective stated above, for three consecutive months.

D-16

          10. Timeliness and Accuracy of Next Day Wires Service Description:

Federal Reserve Wires for redemptions, dividend payouts, capital gain payouts and other distributions can be sent out to clients on a daily basis following the Fund’s dividend/capital gain payable date or Fund’s transaction date (for redemption/distributions).

Wires for institutional clients can be consolidated by fund and one bulk wire is sent to the institution's bank. Wires can also be sent individually for a specific shareholder account to a designated bank. The Transfer Agent will provide Dreyfus with a monthly report indicating the date on which all Fed Wires were sent to clients.

Transfer Agent's Objective:

The Transfer Agent's objective is to manage this service so that 99.9% of all Fed Wires are accurate and are sent by the first business day following the Fund's dividend/capital gain payable date.

Method of Calculation:

Should the Transfer Agent fail to meet this objective (except for delays resulting from disruptions in the Federal Reserve payment system or delays in the dividend cycle due to late client dividend approvals) it would result in a miscellaneous credit to total fees billed to the Fund each month. Using its Fed Wire report, the Transfer Agent will multiply the number of late or incorrect wires by the fee credit below. This credit information would then be passed to the Dreyfus Fund Accounting Department for allocation to the Fund against the fees to be paid hereunder.

Fee Credits:

Per late or incorrect wire: Transfer Agent's wire transfer charge plus reimbursement for unjust enrichment, calculated based upon the effective Federal Funds rate for the month.

Termination:

The Fund shall have the right to terminate this Agreement, upon the notice provided under the caption "General" in this Appendix D, if the Transfer Agent does not send at least 99.9% of the Fed Wires for month-end dividends by the fifth business day after month-end or at least 99.9% of the Fed Wires by the next business day for redemptions for any one week period for three consecutive months or for four months (whether or not consecutive) in any six-month period.

D-17

          11.    Annual Disaster Recovery Tests Service Description:

At least once per calendar year the Transfer Agent will test its data center, transfer agent operations facility and telephone operations facility business continuity plans.

Transfer Agent's Objective:

The Transfer Agent's objective in the data center recovery test is to demonstrate its ability to duplicate its data processing services upon transfer of its application software programs to the data center backup facility. The data center recovery test will provide opportunity to enter, process and verify daily transaction activity, and a data communications test sufficient to demonstrate the ability to provide access from the data center backup facility to production network sites.

The Transfer Agent's objective in the transfer agency operations and telephone operations facility recovery tests will be to demonstrate its ability to perform the transfer agency services (as summarized in Appendix C) to the standards described in Appendix D from its backup facilities. The transfer agency operations facility recovery test will consist of transfer of at least 20% of the transfer agency operation's staff engaged in providing services to the Fund to the backup facility. The transferred staff will simulate the processing of 20% of an average day's transaction volume based on the activity levels of the preceding six months transaction volumes.

If the test is not able to be successfully performed, the Transfer Agent may re-run the test within the same calendar year, unless the Fund agrees in writing to accept the results of the unsuccessful test, in which event the fee credit and termination provisions below will be waived.

Method of Calculation/Fee Credits:

Should the Transfer Agent fail to perform either of the tests described above successfully by December 31 of each year it will result in a credit to the monthly per account fees of the Fund equal to .4% of the aggregate of the per account fees for the year in which the tests were not successfully performed.

Termination:

If the tests are not performed within the prescribed time period the Fund shall 

have the right to terminate this Agreement, upon the notice provided under the 

caption "General" in this Appendix D. 

D-18

          12.  Timeliness and Accuracy of Same Day Wires Service Description:

Certain Institutional clients input redemption trades via the Rite/Lion system. Trades are input throughout the day, and periodically, at both scheduled and ad hoc times. The Transfer Agent will transmit a file to the cash management provider containing the necessary information, and in the proper format, to do automated initiation of Fed wires. The Transfer Agent will provide Dreyfus with a report indicating the times that remote access was terminated and the times that the file was transmitted each day.

Transfer Agent's Objective:

The Transfer Agent's objective is to manage this service so that 100% of the daily "wire file" transmissions are completed within one hour of any trades input into TA2000 between 10:00 a.m. and 4:30 p.m. EST. In addition, if Dreyfus requests manual intervention of the wire pull process, the wire pull time would start at the point of interface from Dreyfus.

Method of Calculation:

Should the Transfer Agent fail to meet this objective it would result in a credit to total Per Account Fees billed to the Fund each month. The total number of days in the month the file is transmitted later than the objective is used with the chart below to determine the % credit to Per Account Fees for the month. This credit information would then be passed to Dreyfus' Mutual Fund Accounting Department for allocation to the Fund against the fees to be paid hereunder.

Fees Credits:

# of Days in the Month
The Objective is missed	% Credit to per Account Fees
1	.04%
2	.16%
3	.36%
4	.64%
5 or more	1.00%

Termination:

The Fund shall have the right to terminate this Agreement, upon the notice provided under the caption "General" in this Appendix D, if the Transfer Agent misses the objective for three or more days out of five, for four weeks consecutively.

D-19

Schedule A - Service Level 1

RESEARCH SCREENS

D-20

APPENDIX E

RESERVED

E-1

APPENDIX F

Software Request Administration Procedures

I. Software Request Process

1.      The requestor completes the Software Request Form, outlining the request, and indicating if the request should be considered a priority. The requestor must obtain the proper authorized signatory from his/her department. This sign-off can be obtained by an e-mail authorizing approval. The form is then sent to the Sub-Transfer Agent’s Client Services Department and Dreyfus Transfer Agency Administration. The following information must be supplied on the form:

               Requestor information - name, department, phone/fax number, date of request

Short name for the request

Description of the change requested

Purpose and benefit of the request

Justification - Why this change is being requested; to enhance service, quality, cost effectiveness,
               or if it is an operational necessity or a legal requirement

Number of Funds and/or shareholders affected

Amount of manual effort saved due to this enhancement

Potential liability

Impacts:

           - to quality/customer service  
- on business existing accounts, ability to attract new accounts  
- to clients
- on tax reporting  
- to month end/quarter end/year end reporting
- financial impact 

On-line systems requirements - any on-line changes that need to be made for the enhancement

Reporting requirements - changes to existing reports or new reports which must be created as a
               result of the request

Software interfaces that may be affected by the request

F-1

          Special considerations or exceptions to the request

For minor changes or enhancements, the Software request form serves as the business requirements document for the request. For large enhancements or changes, the requestor drafts a business requirements document to accompany the Software Request Form. The business requirements document provides a detailed description of all aspects of the enhancement, including mock ups of reports required, new forms to be designed, or new on-line screens to be developed.

The current authorized signatories for software requests are:

Retail and Advisor Servicing	-	Irene Pappas
and Financial Centers		Anne Dyer
		Wendy Sirchia
Institutional Servicing	-	Jeanne Butler
		Matthew Perrone
		Timothy Barrett
Information Systems	-	Anthony Mayo
		Michael Drennan
Mellon Institutional	-	Denise Kneeland
		Craig Maroney
Founders Asset Management	-	Ken Christoffersen
		Robert Kelly
Fund Accounting	-	Paul Molloy
		James Windels
Transfer Agency Administration	-	Patrick Synan
		Thomas Orlando
		Arlene McGovern
Corporate Accounting	-	Gary Pierce
Legal	-	Michael Rosenberg
		Janette Farragher
Marketing	-	Ursula Carty
		Noreen Ross

2.      Dreyfus Transfer Agency Administration circulates the request to any other business area that might be affected by the programming request in order to determine if these areas have a business interest in the request or have a similar request being developed in one of these areas. Dreyfus Transfer Agency Administration will verify whether functionality

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	already exists for this request and/or identify possible alternatives to the request, if appropriate.
3.	The original request is held on file at the Sub-Transfer Agent. A copy of each referral is kept on file in the Dreyfus Transfer Agency Administration area.
4.	The Sub-Transfer Agent's Client Services department assigns a referral number to the request and forwards it to the Sub-Transfer Agent's Systems department for time and cost estimates.
5.	The Sub-Transfer Agent's Systems department forwards the time and cost estimates to Dreyfus Transfer Agency Administration reviews the estimates and forwards them to the requesting department. Dreyfus Transfer Agency Administration and the requesting department jointly decide if the request should be considered a priority item.
6.	If the request is deemed a priority and a Dreyfus-dedicated programming resource is available, the Sub-Transfer Agent's Systems Manager assigns the request to a programmer. If a programming resource is not available, Dreyfus Transfer Agency Administration is notified.
	The Sub-Transfer Agent will provide Dreyfus Transfer Agency Administration with information on how other prioritized requests will be impacted by the new request. Based on this information, Dreyfus Transfer Agency Administration then decides how to proceed with the new request (i.e., to reprioritize existing requests to make resources available for the new request or assign a lower priority to the new request which would then be worked on when resources become available).
	When there are several priority items and resources are not available to work on each request, Dreyfus Transfer Agency Administration will meet with the department heads whose areas have submitted the outstanding priority requests in order to determine which referral or referrals must be worked on first.
7.	When a resource is assigned to a particular request, he/she contacts the requestor if further information is needed to proceed with the assignment.
8.	The Sub-Transfer Agent prepares a functional design document based on the business requirements submitted and any meetings that may have been held to discuss issues related to the request.
9.	Requestors are asked to review and approve the functional design before the Sub- Transfer Agent begins programming.
10.	The Dreyfus requestor will be asked to participate in the testing of a request. During testing, Dreyfus and Sub-Transfer Agent personnel will identify any deficiencies that must be corrected prior to sign-off at completion and prior to installation of the new code or program into the production region.

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11.

When Dreyfus and the Sub-Transfer Agent agree that testing was successful, Dreyfus provides sign-off and the request is put into the production region.

12.

In certain cases there is a business need for a request to be done immediately. For these requests, the business unit contacts the Sub-Transfer Agent Client Services Department by telephone. The Sub-Transfer Agent’s Client Services Department will track and provide a weekly status report for these items. A copy of the weekly report will be kept on file in the Dreyfus Transfer Agency Administration area.

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               II. Software Request Status Reporting/Resources

The Sub-Transfer Agent's Client Services tracks the Dreyfus software requests and distributes a weekly report to Dreyfus and Sub-Transfer Agent representatives.

The weekly report lists the following:

          Requests to be completed within the next 3 months

Remaining requests - Priority requests currently being worked on that will not be completed in 3 months

Non-priority requests

Adhoc requests - one time requests for specific information sorted in a specified report format. These requests
          do not require a permanent change or enhancement to any software or system, but more often address the 
          need for a one time, special report. (See Adhoc Request Procedures)

Completed requests

LION requests - enhancements to the LION System, a remote entry system used by broker/dealers for
          on-line trading

The report lists the following for each request:
Referral number  
Type of request  
Description
Project contacts
Impacts 
Status - 

                                 (business requirements, functional design, test plan, print mail 

                                 impact, if applicable, coding and testing, acceptance testing, files to 

                                 DST-Output, output date and production date) 

The Sub-Transfer Agent's Systems department also distributes a Dreyfus Systems Map. The map lists all of Dreyfus's prioritized requests for the year and the amount of resources assigned to each request for each month.

Requests to correct an existing system problem or requests that are determined by Dreyfus Senior Management to be critical enhancements are assigned the highest priority. Dreyfus Transfer Agency Administration and the requestors meet separately, if necessary, to discuss prioritization of specific referrals.

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III. Adhoc Request Procedures

Adhoc requests - one time requests for specific information sorted in a specified report format. These requests do not require a permanent change or enhancement to any software or system, but more often address the need for a one time, special report.

1.	The requestor submits a memo (by fax or interoffice mail), to the Sub-Transfer Agent and Dreyfus Transfer Agency Administration.
	The requestor must specify the following information:
	Select: The requestor lists all Funds, accounts, transfer agency system fields or other data to be searched for the report.
	Sort: The requestor specifies how the report should be formatted, that is, how the data on the report should be segregated. Any number of sorts may be requested within one request. (Example: Retail vs. Institutional, Tax I.D. Number, Fund code order)
	Print: The requestor lists all of the information that must be printed on the report.
	Delivery: The requestor specifies how the report should be delivered upon completion. (Mail, fax, e-mail, remote printer on-site at Dreyfus or diskette)
2.	The Sub-Transfer Agent reviews adhoc requests and, if necessary, contacts the requestor to discuss and clarify any unclear issues. Dreyfus Transfer Agency Administration will monitor requests for trends and determine if other solutions are available.
3.	The request is assigned to a Dreyfus dedicated programmer at the Sub-Transfer Agent.
4.	Adhoc requests are usually completed within 48 hours of the time the request is received at the Sub-Transfer Agent. However, Dreyfus and the Sub-Transfer Agent acknowledge that if the number of adhoc requests submitted is heavy over a short period of time, the 48 hour timeframe may not be met.
5.	Once completed, the Sub-Transfer Agent sends the requested adhoc to the destination specified in the request, either directly to the requestor or to Dreyfus Transfer Agency Administration.

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APPENDIX G

OUT-OF-POCKET AND OTHER CHARGES

The cost of providing all services under this agreement, other than those indicated below, is included in the per account and other fees set forth in Appendix C.

1.	Forms
2.	Postage
3.	Printing and Mailing Services (including services provided by DST Output East, LLC or other third party print/mail vendors)
4.	Computer Hardware and Software – specific to Fund or installed at remote site at Fund’s direction
5.	Telecommunications Equipment and Lines/Long Distance Charges
6.	Magnetic Tapes, Reels or Cartridges
7.	Magnetic Tape Handling Charges
8.	Microfiche/Microfilm
9.	Freight Charges
10.	Printing
11.	Bank Wire and ACH Charges

12. Proxy Processing – per proxy mailed not including postage
Includes:	Proxy Card
	Printing
	Outgoing Envelope
	Return Envelope
	Tabulation and Certification

13.	Inspector of Election – travel expenses for attending shareholder meeting
14.	Off-Site Record Storage and Periodic Document Destruction
15.	“COOL” System (for document retention and retrieval)
16.	Envelopes and the Materials to be inserted for Fund Mailings
17.	Telephone (Voice) Charges - for Customer Service/Transactions - External Line Charges Only

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18.	External Data Lines, Value added Networks (i.e., Tymnet)
19.	Courier Service/Shipping, Certified Mail, Insurance on Mailed Items
20.	Duplicating for Special Projects
21.	Stationery for Fund Correspondence
22.	Fees to Maintain P.O. Boxes
23.	Outside Vendor Translation Charges for Shareholder Correspondence Inquiries
24.	Western Union Charges
25.	Transaction charges as billed by NSCC
26.	Other Charges or Out-of-Pocket Expenses, as agreed to in advance by the parties

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