485BPOS

File No. 33-27172 

811-5719

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N‑1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	[X]
Pre-Effective Amendment No.	[_]
Post-Effective Amendment No. 28	[X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	[X]
Amendment No. 28	[X]

(Check appropriate box or boxes.)

DREYFUS STOCK INDEX 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)

Approximate Date of Proposed Public Offering __April 30, 2011__

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

            ___      immediately upon filing pursuant to paragraph (b)

              X       on April 30, 2011 pursuant to paragraph (b)

            ------

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

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

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                        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.

            ------

Dreyfus Stock Index Fund, Inc.

Prospectus May 1, 2011 Initial SharesService Shares

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

Contents

Fund Summary

Fund Summary 1

Fund Details

Introduction	4
Goal and Approach	4
Investment Risks	4
Management	5

Shareholder Guide

Your Investment	7
General Policies	7
Distributions and Taxes	8
Exchange Privilege	9
Financial Highlights	10

For More Information

See back cover.

Fund Summary

Investment Objective

The fund seeks to match the total return of the Standard & Poor's^® 500 Composite Stock Price Index (S&P 500^® Index).

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. These figures do not reflect any fees or charges imposed by participating insurance companies under their Variable Annuity contracts (VA contracts) or Variable Life Insurance policies (VLI policies).

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
	Initial Shares	Service Shares
Management fees	.25	.25
Distribution and/or Service (Rule 12b-1) fees	none	.25
Other expenses (including shareholder services fees)	.02	.02
Total annual fund operating expenses		.27	.52

Example

The Example below is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. The Example does not reflect fees and expenses incurred under VA contracts and VLI policies; if they were reflected, the figures in the Example would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year	3 Years	5 Years	10 Years
Initial Shares	$28	$87	$152	$343
Service Shares	$53	$167	$291	$653

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During the most recent fiscal year, the fund's portfolio turnover rate was 4.46% of the average value of its portfolio.

Principal Investment Strategy

To pursue its goal, the fund generally is fully invested in stocks included in the S&P 500^® Index and in futures whose performance is tied to the index. The fund generally invests in all 500 stocks in the S&P 500 Index in proportion to their weighting in the index. The S&P 500 Index is an unmanaged index of 500 common stocks chosen to reflect the industries of the U.S. economy and is often considered a proxy for the stock market in general. S&P weights each company's stock in the index by its market capitalization, adjusted by the number of available float shares divided by the company's total shares outstanding, which means larger companies with more available float shares have greater representation in the index than smaller ones. The fund attempts to have a correlation between its performance and that of the S&P 500 Index of at least .95 before expenses. A correlation of 1.00 would mean that the fund and the index were perfectly correlated.

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Principal Risks

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

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

·Indexing strategy risk. The fund uses an indexing strategy. It does not attempt to manage market volatility, use defensive strategies or reduce the effects of any long-term periods of poor index performance. The correlation between fund and index performance may be affected by the fund's expenses, changes in securities markets, changes in the composition of the index and the timing of purchases and redemptions of fund shares.

Performance

The following bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows changes in the performance of the fund's Initial shares from year to year. The table compares the average annual total returns of the fund's shares to those of a broad measure of market performance. The fund's past performance is no guarantee of future results. More recent performance information may be available at www.dreyfus.com.

Performance information reflects the fund's expenses only and does not reflect the fees and charges imposed by participating insurance companies under their VA contracts or VLI policies. Because these fees and charges will reduce total return, policyowners should consider them when evaluating and comparing the fund's performance. Policyowners should consult the prospectus for their contract or policy for more information.

Year-by-Year Total Returns as of 12/31 each year (%) Initial Shares
	Best QuarterQ2, 2009: 15.87% Worst QuarterQ4, 2008: -22.00%

Average Annual Total Returns (as of 12/31/10)
	1 Year	5 Years	10 Years
Initial Shares	14.84%	2.08%	1.18%
Service Shares	14.54%	1.82%	0.91%
S&P 500 Index reflects no deduction for fees, expenses or taxes	15.06%	2.29%	1.41%

Portfolio Management

The fund's investment adviser is The Dreyfus Corporation. The Dreyfus Corporation has engaged its affiliate, Mellon Capital Management Corporation (Mellon Capital), to serve as the fund's index fund manager. Thomas J. Durante, Karen Q. Wong and Richard A. Brown serve as the primary portfolio managers of the fund. Thomas Durante has been the primary portfolio manager of the fund since March 2000. Mr. Durante is a senior portfolio manager with Mellon Capital, and an employee of The Dreyfus Corporation. Ms. Wong and Mr. Brown have been primary portfolio managers of the fund since June 2010. Ms. Wong is a managing director of equity index strategies with Mellon Capital, and Mr. Brown is a director of equity portfolio management with Mellon Capital. Ms. Wong and Mr. Brown also are employees of The Dreyfus Corporation.

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Purchase and Sale of Fund Shares

Fund shares are offered only to separate accounts established by insurance companies to fund VA contracts and VLI policies. Individuals may not purchase shares directly from, or place sell orders directly with, the fund. The VA contracts and the VLI policies are described in the separate prospectuses issued by the participating insurance companies, over which the fund assumes no responsibility. Policyowners should consult the prospectus of the separate account of the participating insurance company for more information about buying, selling, or exchanging fund shares.

Tax Information

The fund's distributions are taxable as ordinary income or capital gains. Since the fund's shareholders are the participating insurance companies and their separate accounts, the tax treatment of dividends and distributions will depend on the tax status of the participating insurance company. Accordingly, no discussion is included as to the federal personal income tax consequences to policyowners. For this information, policyowners should consult the prospectus of the separate account of the participating insurance company or their tax advisers.

Payments to Broker-Dealers and Other Financial Intermediaries

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

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Fund Details

Introduction

Fund shares are offered only to separate accounts established by insurance companies to fund VA contracts and VLI policies. Individuals may not purchase shares directly from, or place sell orders directly with, the fund. The VA contracts and the VLI policies are described in the separate prospectuses issued by the participating insurance companies, over which the fund assumes no responsibility. Conflicts may arise between the interests of VA contract holders and VLI policyholders (collectively, policyowners). The board will monitor events to identify any material conflicts and, if such conflicts arise, determine what action, if any, should be taken.

The fund currently offers two classes of shares: Initial shares and Service shares. Policyowners should consult the applicable prospectus of the separate account of the participating insurance company to determine which class of fund shares may be purchased by the separate account.

While the fund's investment objectives and policies may be similar to those of other funds managed by the investment adviser(s), the fund's investment results may be higher or lower than, and may not be comparable to, those of the other funds.

Goal and Approach

The fund seeks to match the total return of the Standard & Poor's^® 500 Composite Stock Price Index (S&P 500^® Index). To pursue this goal, the fund generally is fully invested in stocks included in the S&P 500^®Index and in futures whose performance is tied to the index.

The fund attempts to have a correlation between its performance and that of the S&P 500 Index of at least .95 before expenses. A correlation of 1.00 would mean that the fund and the index were perfectly correlated.

The fund generally invests in all 500 stocks in the S&P 500 Index in proportion to their weighting in the index. The S&P 500 Index is an unmanaged index of 500 common stocks chosen to reflect the industries of the U.S. economy and is often considered a proxy for the stock market in general. S&P weights each company's stock in the index by its market capitalization (i.e., the share price times the number of shares outstanding), adjusted by the number of available float shares (i.e., those shares available to public investors) divided by the company's total shares outstanding, which means larger companies with more available float shares have greater representation in the index than small companies. The fund also may use stock index futures as a substitute for the sale or purchase of securities.

Investment Risks

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

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

·Indexing strategy risk. The fund uses an indexing strategy. It does not attempt to manage market volatility, use defensive strategies or reduce the effects of any long-term periods of poor index performance. The correlation between fund and index performance may be affected by the fund's expenses, changes in securities markets, changes in the composition of the index and the timing of purchases and redemptions of fund shares.

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

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

The fund may invest in stock index futures contracts whose performance is tied to the S&P 500 Index. While used primarily as a substitute for the sale or purchase of securities, such investments can increase the fund's volatility and lower its return. Derivatives, such as futures contracts, can be illiquid, and a small investment in certain derivatives could have a potentially large impact on the fund's performance.

The participating insurance companies and their separate accounts are the shareholders of the fund. From time to time, a shareholder may own a substantial number of fund shares. The sale of a large number of shares could hurt the fund's net asset value.

Management

The investment adviser for the fund is The Dreyfus Corporation (Dreyfus), 200 Park Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages approximately $297 billion in 196 mutual fund portfolios. For the past fiscal year, the fund paid Dreyfus a management fee at the annual rate of 0.245% 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 semi-annual report for the period ended June 30, 2010. 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 36 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 $25.0 trillion in assets under custody and administration and $1.17 trillion in assets under management, and it services more than $12.0 trillion in outstanding debt. Additional information is available at www.bnymellon.com.

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

Dreyfus has engaged its affiliate, Mellon Capital Management Corporation (Mellon Capital), to serve as the fund's index fund manager. As of February 28, 2011, Mellon Capital, located at 500 Grant Street, Pittsburgh, Pennsylvania 15258, managed approximately $228.72 billion in assets (including $9.36 billion in overlay assets) and provided investment advisory services for 29 other investment companies.

Thomas J. Durante, Karen Q. Wong and Richard A. Brown serve as the primary portfolio managers of the fund. Thomas Durante has been the primary portfolio manager of the fund since March 2000. Mr. Durante is a senior portfolio manager with Mellon Capital where he has been employed since January 2000. He has been an employee of Dreyfus since August 1982. Ms. Wong and Mr. Brown have been primary portfolio managers of the fund since June 2010. Ms. Wong is a managing director of equity index strategies with Mellon Capital, where she has been employed since 2000. Mr. Brown is a director of equity portfolio management with Mellon Capital, where he has been employed since 1995. Ms. Wong and Mr. Brown have been employees of Dreyfus since April 2005.

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

MBSC Securities Corporation (MBSC), a wholly owned subsidiary of Dreyfus, serves as distributor of the fund and of the other funds in the Dreyfus Family of Funds. Rule 12b-1 fees and shareholder services fees, as applicable, are paid to MBSC for financing the sale and distribution of fund share and for providing shareholder account service and maintenance, respectively. Dreyfus or MBSC may provide cash payments out of its own resources to financial intermediaries that sell shares of funds in the Dreyfus Family of Funds or provide other services. Such payments are separate from any sales charges, 12b-1 fees and/or shareholder services fees or other expenses that may be paid by a fund to those intermediaries. Because those payments are not made by fund shareholders or the fund, the fund's total expense ratio will not be affected by any such payments. These payments may be made to intermediaries, including affiliates, that provide shareholder servicing, sub-administration, recordkeeping and/or sub-transfer agency services, marketing support and/or access to sales meetings, sales representatives and management representatives of the financial intermediary. Cash compensation also may be paid from Dreyfus' or MBSC's own resources to intermediaries for inclusion of a fund on a sales list, including a preferred or select sales list or in other sales programs. These payments sometimes are referred to as "revenue sharing." From time to time, Dreyfus or MBSC also may provide cash or non-

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cash compensation to financial intermediaries or their representatives in the form of occasional gifts; occasional meals, tickets or other entertainment; support for due diligence trips; educational conference sponsorships; support for recognition programs; and other forms of cash or non-cash compensation permissible under broker-dealer regulations. In some cases, these payments or compensation may create an incentive for a financial intermediary or its employees to recommend or sell shares of the fund to you. Please contact your financial representative for details about any payments they or their firm may receive in connection with the sale of fund shares or the provision of services to the fund.

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

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Shareholder Guide

Your Investment

Fund shares may be purchased or sold (redeemed) by separate accounts of participating insurance companies. Policyowners should consult the prospectus of the separate account of the participating insurance company for more information about buying or selling fund shares.

Service shares are subject to an ongoing Rule 12b-1 fee of 0.25% for distribution, advertising and marketing, and servicing and/or maintaining accounts of Service shares. Because these fees are paid out of the fund's assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

Dreyfus generally calculates fund NAVs as of the close of trading on the New York Stock Exchange (NYSE) (usually 4:00 p.m. Eastern time) on days the NYSE is open for regular business. Your order will be priced at the next NAV calculated after your order is received in proper form by the fund's transfer agent or other authorized entity. When calculating NAVs, Dreyfus values equity investments on the basis of market quotations or official closing prices. Dreyfus generally values fixed income investments based on values supplied by an independent pricing service approved by the fund's board. The pricing service's procedures are reviewed under the general supervision of the board. If market quotations or prices from a pricing service are not readily available, or are determined not to reflect accurately fair value, the fund may value those investments at fair value as determined in accordance with procedures approved by the fund's board. Fair value of investments may be determined by the fund's board, its pricing committee or its valuation committee in good faith using such information as it deems appropriate under the circumstances. Under certain circumstances, the fair value of foreign equity securities will be provided by an independent pricing service. Using fair value to price investments may result in a value that is different from a security's most recent closing price and from the prices used by other mutual funds to calculate their net asset values. Funds that seek tax-exempt income are not recommended for purchase in IRAs or other qualified retirement plans. Foreign securities held by a fund may trade on days when the fund does not calculate its NAV and thus may affect the fund's NAV on days when investors have no access to the fund.

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

General Policies

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

The fund also reserves the right to:

·change its minimum or maximum investment amounts

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

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

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

Transactions in fund shares are processed by the participating insurance companies using omnibus accounts that aggregate the trades of multiple policyowners. Dreyfus' ability to monitor the trading activity of these policyowners is limited because their individual transactions in fund shares are not disclosed to the fund. Accordingly, Dreyfus relies to a significant degree on the participating insurance company to detect and deter frequent trading. The agreement with the participating insurance company includes obligations to comply with all applicable federal and state laws. All participating insurance companies have been sent written reminders of their obligations under the agreements, specifically highlighting rules relating to trading fund shares. Further, all participating insurance companies have been requested in writing to notify Dreyfus immediately if, for any reason, they cannot meet their commitment to make fund shares available in accordance with the terms of the prospectus and relevant rules and regulations.

Dreyfus supplements the surveillance processes in place at participating insurance companies by monitoring total purchases and redemptions of fund shares on a periodic basis. If Dreyfus identifies patterns that may be indicative of frequent trading of large amounts, Dreyfus contacts the participating insurance company for assistance in disaggregating selected omnibus trades into their component parts. When this process identifies multiple roundtrips (i.e., an investment that is substantially liquidated within 60 days), Dreyfus instructs the participating insurance company to temporarily or permanently bar such policyowner's future purchases of fund shares if Dreyfus concludes the policyowner is likely to engage in frequent trading. Dreyfus also may instruct the participating insurance company to apply these restrictions across all accounts under common ownership, control or perceived affiliation. In all instances, Dreyfus seeks to make these determinations to the best of its abilities in a manner that it believes is consistent with shareholder interests.

In addition to applying restrictions on future purchases or exchanges, Dreyfus or the participating insurance company may cancel or reverse the purchase or exchange on the business day following the transaction if the participating insurance company's surveillance system identifies the account as one that is likely to engage in frequent trading. Dreyfus may also instruct the participating insurance company to cancel or reverse the purchase or exchange on the following business day if the trade represents a significant amount of the fund's assets and Dreyfus has concluded that the account is likely to engage in frequent trading.

To the extent 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 policyowners 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 policyowners. 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.

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.

Distributions and Taxes

The fund earns dividends, interest and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. The fund also realizes capital gains from its investments, and distributes these gains (less any losses) to shareholders as capital gain distributions. The fund normally pays dividends quarterly and capital gains distributions annually. Fund dividends and capital gain distributions will be reinvested in the fund unless the participating insurance company instructs otherwise.

Since the fund's shareholders are the participating insurance companies and their separate accounts, the tax treatment of dividends and distributions will depend on the tax status of the participating insurance company. Accordingly, no discussion is included as to the federal personal income tax consequences to policyowners. For this information, policyowners should consult the prospectus of the separate account of the participating insurance company or their tax advisers.

Participating insurance companies should consult their tax advisers about federal, state and local tax consequences.

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Exchange Privilege

Policyowners may exchange shares of a class for shares of other funds offered by the VA contracts or VLI policies through the insurance company separate accounts subject to the terms and conditions set forth in the prospectuses of such VA contracts or VLI policies. Policyowners should refer to the applicable insurance company prospectus for more information on exchanging fund shares.

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Financial Highlights

These financial highlights describe the performance of the fund's shares for the fiscal periods indicated. "Total return" shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. These financial highlights for the fiscal years ended December 31, 2007, 2008, 2009 and 2010 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. Information for the fiscal year ended December 31, 2006 was audited by the fund's former independent registered public accounting firm. Keep in mind that fees and charges imposed by participating insurance companies, which are not reflected in the tables, would reduce the investment returns that are shown.

	Year Ended December 31,
Initial Shares	2010	2009	2008	2007	2006
Per Share Data ($):
Net asset value, beginning of period	26.31	22.98	37.40	36.15	31.82
Investment Operations:
Investment income--neta	.48	.48	.64	.64	.56
Net realized and unrealized gain (loss) on investments	3.37	4.85	(14.40)	1.26	4.33
Total from Investment Operations	3.85	5.33	(13.76)	1.90	4.89
Distributions:
Dividends from investment income--net	(.49)	(.48)	(.66)	(.65)	(.56)
Dividends from net realized gain on investments	-	(1.52)	-	-	-
Total Distributions	(.49)	(2.00)	(.66)	(.65)	(.56)
Net asset value, end of period	29.67	26.31	22.98	37.40	36.15
Total Return (%)	14.84	26.33	(37.14)	5.26	15.50
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.27	.29	.28	.27	.27
Ratio of net expenses to average net assets	.27	.29	.28	.27	.27
Ratio of net investment income to average net assets	1.78	2.12	2.04	1.70	1.67
Portfolio Turnover Rate	4.46	5.42	4.69	4.54	4.91
Net Assets, end of period ($ x 1,000)	1,635,095	1,593,165	1,464,344	2,702,209	3,594,085
aBased on average shares outstanding at each month end.

	Year Ended December 31,
Service Shares	2010	2009	2008	2007	2006
Per Share Data ($):
Net asset value, beginning of period	26.34	23.00	37.41	36.16	31.82
Investment Operations:
Investment income--neta	.41	.43	.57	.55	.47
Net realized and unrealized gain (loss) on investments	3.38	4.85	(14.42)	1.26	4.35
Total from Investment Operations	3.79	5.28	(13.85)	1.81	4.82
Distributions:
Dividends from investment income--net	(.43)	(.42)	(.56)	(.56)	(.48)
Dividends from net realized gain on investments	-	(1.52)	-	-	-
Total Distributions	(.43)	(1.94)	(.56)	(.56)	(.48)
Net asset value, end of period	29.70	26.34	23.00	37.41	36.16
Total Return (%)	14.54	26.05	(37.32)	4.99	15.21
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.52	.54	.53	.52	.52
Ratio of net expenses to average net assets	.52	.54	.53	.52	.52
Ratio of net investment income to average net assets	1.53	1.86	1.72	1.45	1.43
Portfolio Turnover Rate	4.46	5.42	4.69	4.54	4.91
Net Assets, end of period ($ x 1,000)	168,782	150,369	124,614	532,711	590,965
aBased on average shares outstanding at each month end.

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NOTES

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NOTES

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NOTES

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For More Information

Dreyfus Stock Index Fund, Inc.

SEC file number: 811-5719

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

Annual/Semiannual Report

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

Statement of Additional Information (SAI)

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

Portfolio Holdings

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

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

To obtain information:

By telephone. Call 1-800-554-4611 or 516-338-3300

By mail.The Dreyfus Family of Funds144 Glenn Curtiss BoulevardUniondale, NY 11556-0144Attn: Institutional Services Department

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

SEC:http://www.sec.gov

Dreyfus: http://www.dreyfus.com

You can also obtain copies, after paying a duplicating fee, by visiting the SEC's Public Reference Room in Washington, DC (for information, call 1-202-551-8090) or by E-mail request to publicinfo@sec.gov, or by writing to the SEC's Public Reference Section, Washington, DC 20549-0102.

© 2011 MBSC Securities Corporation0763P0511

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DREYFUS STOCK INDEX FUND, INC.

INITIAL SHARES AND SERVICE SHARES

STATEMENT OF ADDITIONAL INFORMATION

MAY 1, 2011

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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 Dreyfus Stock Index Fund, Inc. (the "Fund"), dated May 1, 2011, as the Prospectus 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 1-800-554-4611 or 516-338-3300.

            Fund shares are offered only to variable annuity and variable life insurance separate accounts established by insurance companies ("Participating Insurance Companies") to fund variable annuity contracts ("VA contracts") and variable life insurance policies ("VLI policies," and together with VA contracts, the "Policies"). Individuals may not purchase shares directly from the Fund. The Policies are described in the separate prospectuses issued by the Participating Insurance Companies.

            The Fund currently offers two classes of shares: Initial shares and Service shares. VA contract holders and VLI policyholders should consult the applicable prospectus of the separate account of the Participating Insurance Company to determine which class of Fund shares may be purchased by the separate account.

            The Fund's most recent Annual Report and Semi-Annual Report to Shareholders 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.

TABLE OF CONTENTS

Page

Description of the Fund Management of the Fund Management Arrangements How to Buy Shares Distribution Plan  (Service Shares Only) Shareholder Services Plan (Initial Shares Only) How to Redeem Shares Exchange Privilege Determination of Net Asset Value Taxation Portfolio Transactions Summary of the Proxy Voting Policy, Procedures and Guidelines of the Dreyfus Family of Funds Information about the Fund Counsel and Independent Registered Public Accounting Firm

B-2 B-9 B-22 B-30 B-31 B-31 B-32 B-33 B-33 B-35 B-41 B-45 B-47 B-50

DESCRIPTION OF THE FUND

            The Fund is a Maryland corporation formed on January 24, 1989 that commenced operations on September 29, 1989 under the name Dreyfus Life and Annuity Index Fund, Inc. On April 23, 2002, the Fund's name was changed to Dreyfus Stock Index Fund, Inc.

            The Dreyfus Corporation ("Dreyfus" or the "Manager") serves as the Fund's manager.  Dreyfus has engaged its affiliate, Mellon Capital Management Corporation ("Mellon Capital"), to serve as the Fund's index fund manager and provide day-to-day management of the Fund's investments.  Dreyfus and Mellon Capital are referred to collectively as the "Advisers."

            MBSC Securities Corporation (the "Distributor") serves as 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.  When the Fund has cash reserves or as otherwise described below, it may invest in the following securities.

U.S. Government Securities.  Securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities include U.S. Treasury securities that differ in their interest rates, maturities and times of issuance.  Some obligations issued or guaranteed by U.S. Government agencies and instrumentalities are supported by the full faith and credit of the U.S. Treasury; others by the right of the issuer to borrow from the Treasury; others by discretionary authority of the U.S. Government to purchase certain obligations from the agency or instrumentality; and others only by the credit of the agency or instrumentality.  These securities bear fixed, floating or variable rates of interest.  While the U.S. Government provides financial support for such U.S. Government-sponsored agencies and instrumentalities, no assurance can be given that it will always do so since it is not so obligated by law.

Repurchase Agreements.  In a repurchase agreement, the Fund buys, and the seller agrees to repurchase, a security at a mutually agreed upon time and price.  The repurchase agreement thereby determines the yield during the purchaser's holding period, while the seller's obligation to repurchase is secured by the value of the underlying security.  The Fund's custodian or sub-custodian 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.  Repurchase agreements could involve risks in the event of a default or insolvency of the other party to the agreement, including possible delays or restrictions upon the Fund's ability to dispose of the underlying securities.  In an attempt to reduce the risk of incurring a loss on a repurchase agreement, the Fund will require that additional securities be deposited with it if the value of the securities purchased should decrease below resale price.

Bank Obligations.  The Fund may purchase certificates of deposit, time deposits, bankers' acceptances and other short-term obligations issued by domestic banks, foreign subsidiaries or foreign branches of domestic banks, domestic and foreign branches of foreign banks, domestic savings and loan associations and other banking institutions.  With respect to such securities issued by foreign subsidiaries or foreign branches of domestic banks, and domestic and foreign branches of foreign banks, the Fund may be subject to additional investment risks that are different in some respects from those incurred by a fund which invests only in debt obligations of U.S. domestic issuers.

            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 are non-negotiable deposits maintained in a banking institution for a specified period of time (in no event longer than seven days) at a stated interest rate.

            Bankers' acceptances are credit instruments evidencing the obligation of a bank to pay a draft drawn on it by a customer.  These instruments reflect the obligation both of the bank and the drawer to pay the face amount of the instruments upon maturity.  The other short-term obligations may include uninsured, direct obligations bearing fixed, floating or variable interest rates.

Commercial Paper.  Commercial paper consists of short‑term, unsecured promissory notes issued to finance short‑term credit needs.  The commercial paper purchased by the Fund will consist only of direct obligations which, at the time of their purchase, are (a) rated at least Prime‑1 by Moody's Investors Service, Inc. ("Moody's") or A‑1 by Standard & Poor's Ratings Services ("S&P"), (b) issued by companies having an outstanding unsecured debt issue currently rated at least Aa by Moody's or at least AA‑ by S&P, or (c) if unrated, determined by the Advisers to be of comparable quality to those rated obligations which may be purchased by the Fund.

Investment Companies.  The Fund may invest in securities issued by other 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 Dreyfus. Such investments will not be subject to the limitations described above.  See "Lending Portfolio Securities."

Investment Techniques

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

General.  The Fund seeks to match the total return of the Standard & Poor's 500 Composite Stock Price Index (the "Index"). The Index is composed of 500 common stocks, most of which are traded on the New York Stock Exchange ("NYSE"), chosen by S&P to best capture the price performance of a large cross-section of the U.S. publicly traded stock market. The Index is structured to approximate the general distribution of industries in the U.S. economy. The 500 securities represent approximately 75% of the market value of all U.S. common stocks. Component stocks included in the Index are chosen with the aim of achieving a distribution at the index level representative of the various components of the U.S. economy and therefore do not represent the 500 largest companies. Aggregate market value and trading activity are also considered in the selection process. A limited percentage of the Index may include foreign securities and real estate investment trusts ("REITs").

            The Fund will attempt to achieve a correlation between the performance of its portfolio and that of the Index of at least 0.95, without taking into account expenses.  A correlation of 1.00 would indicate perfect correlation, which would be achieved when the Fund's net asset value, including the value of its dividends and capital gains distributions, increases or decreases in exact proportion to changes in the Index.  The Fund's ability to correlate its performance with the Index, however, may be affected by, among other things, changes in securities markets, the manner in which the Index is calculated by S&P and the timing of purchases and redemptions.  In the future, the Fund's Board, subject to the approval of shareholders, may select another index if such a standard of comparison is deemed to be more representative of the performance of common stocks.

            The Fund's ability to duplicate the performance of the Index also depends to some extent on the size of the Fund's portfolio and the size of cash flows into and out of the Fund.  Investment changes to accommodate these cash flows are made to maintain the similarity of the Fund's portfolio to the Index to the maximum practicable extent.

Borrowing Money.  The Fund is permitted to borrow money only for temporary or emergency (not leveraging) purposes, in an amount up to 5% of the value of its total assets (including the amount borrowed) valued at the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made.

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 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 Dreyfus 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 Dreyfus, repurchase agreements or other high quality instruments with short maturities.

Derivatives.  The Fund may invest in, or enter into, derivatives, such as stock index futures, in anticipation of taking a market position when, in the opinion of the Advisers, available cash balances do not permit an economically efficient trade in the cash market, to hedge dividend accruals or to meet liquidity needs.  Derivatives may provide a cheaper, quicker or more specifically focused way for the Fund to invest than "traditional" securities would.

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

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

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

            Pursuant to regulations and/or published positions of the SEC, the Fund may be required to segregate permissible liquid assets, or engage in other measure approved by the SEC or its staff, to "cover" the Fund's obligations relating to its transactions in derivatives.  For example, in the case of futures contracts that are not contractually required to cash settle, the Fund must set aside liquid assets equal to such contracts' full notional value (generally, the total numerical value of the asset underlying a futures contract at the time of valuation) while the positions are open.  With respect to futures contracts that are contractually required to cash settle, however, the Fund is permitted to set aside liquid assets in an amount equal to the Fund's daily marked to market net obligations (i.e., the Fund's daily net liability) under the contracts, if any, rather than such contracts' full notional value.  By setting aside assets equal to only its net obligations under cash-settled futures contracts, the Fund may employ leverage to greater extent than if the Fund were required to segregate assets equal to the full notional value of such contracts.

            The Fund will not be a commodity pool.  The Fund has filed notice with the Commodity Futures Trading Commission and National Futures Association of its eligibility as a registered investment company for an exclusion from the definition of commodity pool operator and that the Fund is not subject to registration or regulation as a commodity pool operator under the Commodity Exchange Act.  

Futures Transactions--In General.  A futures contract is an agreement between two parties to buy and sell a security for a set price on a future date.  These contracts are traded on exchanges, so that, in most cases, either party can close out its position on the exchange for cash, without delivering the security.  The Fund may enter into futures contracts in U.S. domestic markets.

Although some futures contracts call for making or taking delivery of the underlying securities, generally these obligations are closed out before delivery by offsetting purchases or sales of matching futures contracts (same exchange, underlying security or index, and delivery month).  Closing out a futures contract sale is effected by purchasing a futures contract for the same aggregate amount of the specific type of financial instrument with the same delivery date.  If an offsetting purchase price is less than the original sale price, the Fund realizes a capital gain, or if it is more, the Fund realizes a capital loss.  Conversely, if an offsetting sale price is more than the original purchase price, the Fund realizes a capital gain, or if it is less, the Fund realizes a capital loss.  Transaction costs also are included in these calculations.

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

Specific Futures Transactions.  The Fund may purchase and sell stock index futures contracts.  A stock index future obligates the Fund to pay or receive an amount of cash equal to a fixed dollar amount specified in the futures contract multiplied by the difference between the settlement price of the contract on the contract's last trading day and the value of the index based on the prices of the securities that comprise the index at the opening of trading in such securities on the next business day.

Investment Restrictions

            The Fund's investment objective is a fundamental policy, which cannot be changed without approval by the holders of a majority (as defined in the 1940 Act) of the Fund's outstanding voting shares.  In addition, the Fund has adopted investment restrictions numbered 1 through 9 as fundamental policies.  The Fund may not:

            1.         Purchase securities of any company having less than three years' continuous operations (including operations of any predecessors) if such purchase would cause the value of the Fund's investments in all such companies to exceed 5% of the value of its total assets.

2.          Invest in commodities, except that the Fund may invest in futures contracts as described in the Prospectus and Statement of Additional Information.

3.          Purchase, hold or deal in real estate, or oil and gas interests, but the Fund may purchase and sell securities that are secured by real estate or issued by companies that invest or deal in real estate.

4.          Borrow money or pledge, mortgage or hypothecate its assets, except as described in the Fund's Prospectus and the Statement of Additional Information and in connection with entering into futures contracts.  Collateral arrangements with respect to initial or variation margin for futures contracts will not be deemed to be pledges of the Fund's assets.

5.         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.

6.          Act as an underwriter of securities of other issuers or purchase securities subject to restrictions on disposition under the Securities Act of 1933 (so‑called "restricted securities").  The Fund may not enter into repurchase agreements providing for settlement in more than seven days after notice or purchase securities which are not readily marketable, if, in the aggregate, more than 10% of the value of the Fund's net assets would be so invested.  The Fund will not enter into time deposits maturing in more than seven days and time deposits maturing from two business days through seven calendar days will not exceed 10% of the Fund's total assets.

7.          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. 

8.          Purchase, sell or write puts, calls or combinations thereof.

9.          Invest more than 25% of its assets in investments in any particular industry or industries (including banking), except to the extent the Index also is so concentrated, provided that, when the Fund has adopted a temporary defensive posture, there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.

            In addition to the investment restrictions adopted as set forth above, the Fund has adopted certain additional non-fundamental policies which may be changed by vote of a majority of the Board members at any time.  The Fund may not:  (i) engage in arbitrage transactions, (ii) purchase warrants (other than those acquired by the Fund in units or attached to securities), (iii) sell securities short, but reserves the right to sell securities short against the box, (iv) invest more than 10% of its total assets in the securities of any single issuer or hold more than 10% of the voting securities of any single issuer, or (iv) purchase securities of other investment companies, except to the extent permitted under the 1940 Act.  In addition, the Fund intends to:  (i) comply with the diversification requirements under Section 817(h) of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) comply in all material respects with relevant insurance laws and regulations applicable to investments of separate accounts of Participating Insurance Companies. 

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

MANAGEMENT OF THE FUND

Board of the Fund

Board's Oversight Role in Management.  The Board's role in management of the Fund is oversight.  As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Fund, primarily the Manager and its affiliates, have responsibility for the day-to-day management of the Fund, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk).  As part of its oversight, the Board, acting at its scheduled meetings, or the Chairman, acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including the Manager's Chief Investment Officer (or a senior representative of his office), the Fund's and the Manager's Chief Compliance Officer and portfolio management personnel.  The Board's audit committee (which consists of all Board members) meets during its scheduled meetings, and between meetings the audit committee chair maintains contact, with the Fund's independent registered public accounting firm and the Fund's Chief Financial Officer.  The Board also receives periodic presentations from senior personnel of the Manager or its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas, such as business continuity, anti-money laundering, personal trading, valuation, credit, investment research and securities lending.  The Board also receives reports from counsel to the Company or counsel to the Investment Adviser and the Board's own independent legal counsel regarding regulatory compliance and governance matters.  The Board has adopted policies and procedures designed to address certain risks to the Fund.  In addition, the Manager and other service providers to the Fund have adopted a variety of policies, procedures and controls designed to address particular risks to the Fund.  Different processes, procedures and controls are employed with respect to different types of risks.  However, it is not possible to eliminate all of the risks applicable to the Fund, and the Board's risk management oversight is subject to inherent limitations.

Board Composition and Leadership Structure.  The 1940 Act requires that at least 40% of the Fund's Board members not be "interested persons" (as defined in the 1940 Act) of the Fund and as such are not affiliated with the Manager ("Independent Board members").  To rely on certain exemptive rules under the 1940 Act, a majority of the Fund's Board members must be Independent Board members, and for certain important matters, such as the approval of investment advisory agreements or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent Board members.  Currently, all  of the Fund's Board members, including the Chairman of the Board, are Independent Board members, although the Board could in the future determine to add Board members who are not Independent Board members.  The Board has determined that its leadership structure, in which the Chairman of the Board is not affiliated with the Manager, is appropriate in light of the services that the Manager and its affiliates provide to the Fund and potential conflicts of interest that could arise from these relationships.

Information About Each Board Member's Experience, Qualifications, Attributes or Skills.  Board members of the Fund, together with information as to their positions with the Fund, principal occupations and other board memberships for the past five years, are shown below.

Name Year of Birth Position (Since)	Principal Occupation During Past 5 Years	Other Public Company Board Memberships During Past 5 Years
Joseph S. DiMartino 1943 Chairman of the Board (1995)	Corporate Director and Trustee	CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997 - present) The Newark Group, a provider of a national market of paper recovery facilities, paperboard mills and paperboard converting plants, Director (2000 - 2010) Sunair Services Corporation, a provider of certain outdoor-related services to homes and businesses, Director (2005 - 2009)
Peggy C. Davis 1943 Board Member (2006)	Shad Professor of Law, New York University School of Law	N/A
David P. Feldman 1939 Board Member (1996)	Corporate Director and Trustee	BBH Mutual Funds Group (4 registered mutual funds), Director  (1992 - present) QMed, Inc., a healthcare company, Director (1999 - 2007)
Ehud Houminer 1940 Board Member (1993)	Executive-in-Residence at the Columbia Business School, Columbia University	Avnet, Inc., an electronics distributor, Director (1993 - present)
Dr. Martin Peretz 1939 Board Member (2006)	Editor-in-Chief of The New Republic Magazine Director of TheStreet.com, a financial information service on the web	N/A

            Each Board member has been a Board member of other Dreyfus mutual funds for over ten years.  Additional information about each Board member follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each Board member possesses which the Board believes has prepared them to be effective Board members.  The Board believes that the significance of each Board member's experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Board member may not have the same value for another) and that these factors are best evaluated at the board level, with no single Board member, or particular factor, being indicative of board effectiveness.  However, the Board believes that Board members need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; the Board believes that its members satisfy this standard.  Experience relevant to having this ability may be achieved through a Board member's educational background; business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the Board of the Fund) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences.  The charter for the Board's Nominating Committee contains certain other factors considered by the Committee in identifying and evaluating potential Board member nominees.  To assist them in evaluating matters under federal and state law, the Board members are counseled by their own independent legal counsel, who participates in Board meetings and interacts with the Manager, and also may benefit from information provided by the Manager's counsel; counsel to the Fund and to the Board have significant experience advising funds and fund board members.  The Board and its committees have the ability to engage other experts as appropriate.  The Board evaluates its performance on an annual basis.

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

·Peggy C. Davis – Ms. Davis currently serves as the John S. R. Shad Professor of Lawyering and Ethics at New York University School of Law as a writer and teacher in the fields of evidence, constitutional theory, family law, social sciences and the law, legal process and professional methodology and training.  Prior to joining the university's faculty in 1983, Ms. Davis served as a Judge of the Family Court of the State of New York.  Before her appointment to the bench, she practiced law for ten years in both the commercial and public interest sectors.  Ms. Davis also has served as Chair of the Board of the Russell Sage Foundation.

·David P. Feldman – Mr. Feldman is the former Chairman and Chief Executive Officer of AT&T Investment Management Corp., from which he retired in 1997, where he was responsible for $70 billion in pension assets.  Mr. Feldman has served as Chairman of the Financial Executives Institute's Committee on Investment of Employee Benefits Assets. Mr. Feldman currently serves as a member of the Pension Managers Advisory Committee of the NYSE.

·Ehud Houminer – Mr. Houminer currently serves on Columbia Business School's Board of Overseers.  Prior to his association with Columbia Business School beginning in 1991, Mr. Houminer held various senior financial, strategic and management positions at Philip Morris Companies Inc., including serving as Senior Corporate Vice President for Corporate Planning, and as President and Chief Executive Officer of Philip Morris USA, Inc. (now part of Altria Group, Inc.).  Mr. Houminer is Chairman of the Business School Board and a Trustee of Ben Gurion University.

·Dr. Martin Peretz – Dr. Peretz has been the Editor-in-Chief of The New Republic since 1974.  Dr. Peretz is also the co-founder and a director of TheStreet.com.  Previously, Dr. Peretz was a member of the faculty of Harvard University from 1966 through 2002.  He currently serves on the boards of a number of significant non-profit organizations.

Additional Information about the Board and its Committees.  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 to (i) oversee the Fund's accounting and financial reporting processes and the audit 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.  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.  The function of the pricing committee is to assist in valuing the Fund's investments.  The audit committee met four times, the nominating committee met one time and the compensation and pricing committees did not meet during the fiscal year ended December 31, 2010.

            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, 2010.

Name of Board Member	Dreyfus Stock Index Fund	Aggregate Holding of Funds in the Dreyfus Family of Funds for which Responsible as a Board Member
Joseph S. DiMartino	None	Over $100,000
Peggy C. Davis	None	Over $100,000
David P. Feldman	None	Over $100,000
Ehud Houminer	None	Over $100,000
Dr. Martin Peretz	None	$50,001 - $100,000

            As of December 31, 2010, none of the Board members or their immediate family members owned securities of Dreyfus, Mellon Capital, the Distributor or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with Dreyfus, Mellon Capital or the Distributor.

The Fund and ten other funds (comprised of 38 portfolios) in the Dreyfus Family of Funds pay each Board member their respective allocated portion of an annual retainer of $85,000, and a fee of $10,000 for each regularly scheduled Board meeting attended, $2,000 for separate in-person committee meetings attended which are not held in conjunction with a regularly scheduled Board meeting and $1,000 for Board meetings and separate committee meetings attended that are conducted by telephone.  The Chairman of the Board receives an additional 25% of such compensation and the audit committee chairman receives an additional $15,000 per annum.  The Fund also reimburses each Board member for travel and out of pocket expenses in connection with attending Board or committee meetings.  Each Emeritus Board member is entitled to receive an annual retainer of one-half the amount paid as a retainer at the time the Board member became Emeritus and a per meeting attended fee of one-half the amount paid to Board members.  The aggregate amount of compensation paid to each Board member by the Fund for the fiscal year ended December 2010, 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, 2010, was as follows:

Fund	Joseph S. DiMartino	Peggy C. Davis	David P. Feldman	Ehud Houminer	Martin Peretz
DSIF	$17,312	$13,851	$15,382	$13,851	$13,851
Total compensation from the funds and fund complex (**)	$1,060,250 (175)	$291,000 (55)	$225,000 (48)	$242,000 (63)	$137,000 (33)

Fund	James F. Henry+	Paul A. Marks++	Gloria Messinger+++
DSIF	$13,703	$6,407	$7,524
Total compensation from the funds and fund complex (**)	$134,499 (33)	$63,500 (33)	$68,500 (33)

*              Amounts shown do not include the cost of office space, secretarial services and health benefits for the Chairman of the Boards and expenses reimbursed to board members for attending board meetings, which in the aggregate amounted to $2,193.

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

+              Emeritus board member since December 19, 2010.

++           Emeritus board member since December 31, 2006.

+++         Emeritus board member since November 28, 2009.

Officers of the Fund

Name Year of Birth Position Since	Principal Occupation During Past 5 Years	Number of Other Investment Companies (Portfolios) for which serves as an Officer (all managed by the Manager)
Bradley J. Skapyak 1958 President 2010	Chief Operating Officer and a director of the Manager since June 2009; from April 2003 to June 2009, head of the Investment Accounting and Support Department of the Manager	76 (168)
Phillip N. Maisano 1947 Executive Vice President 2007	Chief Investment Officer, Vice Chair and a director of the Manager and also an officer and/or board member of certain other investment management subsidiaries of BNY Mellon (each of which is an affiliate of the Manager); prior to joining the Manager, Chairman and Chief Executive Officer of EACM, an affiliate of the Manager	76 (168)
James Windels 1958 Treasurer 2001	Director – Mutual Fund Accounting of the Manager	77 (193)
Michael A. Rosenberg 1960 Vice President and Secretary 2005	Assistant General Counsel of BNY Mellon	77 (193)
Kiesha Astwood 1973 Vice President and Assistant Secretary 2010	Counsel of BNY Mellon	77 (193)
James Bitetto 1966 Vice President and Assistant Secretary 2005	Senior Counsel of BNY Mellon	77 (193)
Joni Lacks Charatan 1955 Vice President and Assistant Secretary 2005	Senior Counsel of BNY Mellon	77 (193)
Joseph M. Chioffi 1961 Vice President and Assistant Secretary 2005	Senior Counsel of BNY Mellon	77 (193)
Kathleen DeNicholas 1974 Vice President and Assistant Secretary 2010	Senior Counsel of BNY Mellon	77 (193)
Janette E. Farragher 1962 Vice President and Assistant Secretary 2005	Assistant General Counsel of BNY Mellon	77 (193)
John B. Hammalian1963 Vice President and Assistant Secretary 2005	Managing Counsel of BNY Mellon	77 (193)
M. Cristina Meiser 1970 Vice President and Assistant Secretary 2010	Senior Counsel of BNY Mellon	77 (193)
Robert M. Mullery 1952 Vice President and Assistant Secretary 2005	Managing Counsel of BNY Mellon	77 (195)
Jeff Prusnofsky 1965 Vice President and Assistant Secretary 2005	Managing Counsel of BNY Mellon	77 (195)
Richard S. Cassaro 1959 Assistant Treasurer 2008	Senior Accounting Manager – Money Market and Municipal Bond Funds of the Manager	77 (193)
Gavin C. Reilly 1968 Assistant Treasurer 2005	Tax Manager of the Investment Accounting and Support Department of the Manager	77 (193)
Robert S. Robol1964 Assistant Treasurer 2005	Senior Accounting Manager – Fixed Income Funds of the Manager	77 (193)
Robert Salviolo 1967 Assistant Treasurer 2007	Senior Accounting Manager – Equity Funds of the Manager	77 (193)
Robert Svagna 1967 Assistant Treasurer 2002	Senior Accounting Manager – Equity Funds of the Manager	77 (193)
Natalia Gribas 1970 Anti-Money Laundering Compliance Officer 2010	Anti-Money Laundering Compliance Officer of the Distributor	73 (189)
Joseph W. Connolly 1957 Chief Compliance Officer 2004	Chief Compliance Officer of the Manager and the Dreyfus Family of Funds	77 (193)

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

            Board members and officers, as a group, owned less than 1% of the Fund's shares outstanding on April 1, 2011. 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 April 1, 2011.

MANAGEMENT ARRANGEMENTS

Manager.  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 36 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.

            Dreyfus provides management services pursuant to the Management Agreement (the "Management Agreement") between the Fund and Dreyfus. The Management 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 Dreyfus by vote cast in person at a meeting called for the purpose of voting on such approval. The Management 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 outstanding voting securities, or, upon not less than 90 days' notice, by Dreyfus.  The Management Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).

The following persons are officers and/or directors of the Manager:  Jonathan Baum, Chair of the Board and Chief Executive Officer; 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; Bradley J. Skapyak, Chief Operating Officer and a director; Dwight Jacobsen, Executive Vice President and a director; Patrice M. Kozlowski, Senior Vice President-Corporate Communications; Gary E. Abbs, Vice President-Tax; Jill Gill, Vice President-Human Resources; Joanne S. Huber, Vice President-Tax; Anthony Mayo, Vice President-Information Systems; John E. Lane, Vice President; Jeanne M. Login, Vice President; Gary Pierce, Controller;  Joseph W. Connolly, Chief Compliance Officer; James Bitetto, Secretary; and Robert Capone, Mitchell E. Harris, Jeffrey D. Landau, Cyrus Taraporevala and Scott E. Wennerholm, directors.

            Dreyfus maintains office facilities on behalf of the Fund, and furnishes the Fund statistical and research data, clerical help, accounting, data processing, bookkeeping and internal auditing and certain other required services to the Fund. Dreyfus, from time to time, may make payments from it's own assets, including past profits but not including the management fees paid by the Fund, to Participating Insurance Companies in connection with the provision of certain administrative services to the Fund or servicing and/or maintaining shareholder accounts. Dreyfus also may make such advertising and promotional expenditures, using its own resources, as it from time to time deems appropriate.

Index Fund Manager.  Mellon Capital provides investment advisory assistance and day‑to‑day management of the Fund's investments pursuant to the Index Management Agreement (the "Index Management Agreement") between Mellon Capital and Dreyfus.  The Index Management 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 Fund's outstanding voting securities, provided that in either event the continuance also is approved by a majority of the Fund's Board members who are not "interested persons" (as defined in the 1940 Act) of the Fund, Dreyfus or Mellon Capital, by vote cast in person at a meeting called for the purpose of voting on such approval. The Index Management Agreement is terminable without penalty (i) by Dreyfus on 60 days' notice, (ii) by the Fund's Board or by vote of the holders of a majority of the Fund's outstanding voting securities on 60 days' notice, or (iii) by Mellon Capital on not less than 90 days' notice.  The Index Management Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement for any reason.

            The following persons are executive officers and/or directors of the Sub-Adviser: Gabriela F. Parcella, Chief Executive Officer; Thomas Loeb, Board of Directors and Chairman Emeritus; William L. Fouse, Board of Directors and Chairman Emeritus; Charles Jacklin, Board of Directors and Chairman; Linda Lillard, Executive Vice President and Chief Operating Officer; Alexander C. Huberts, President, Investments and Finance; Rose A. Huening-Clark, Managing Director; Nichole C. Zimmerman, Managing Director, Human Resources; Jeffrey Zhang, President and Chief Investment Officer; Vikas Oswal, Executive Vice President and Chief Investment Strategist; David T. Jiang, Executive Vice President; David Kwan, Managing Director, Fixed Income Portfolio Management & Trading; Warren Chiang, Managing Director, Active Equity Strategies; Vassilis Dagioglu, Managing Director, Head of Asset Allocation Portfolio Management; Anjun Zhou, Managing Director, Head of Asset Allocation Research; Eric Goodbar, Managing Director, Hedge Fund Strategist; Karen Wong, Managing Director, Equity Index Strategies; Lynn T. Challenger, Managing Director, Head of Global Trading; Lawrence P. Lee, Managing Director, Chief Compliance Officer; David Manuel, Chief Financial Officer; Earl G. Kleckner, Managing Director Client Service-North America; David Dirks, Managing Director, Head of Active Equity Client Service; Andrew J. Pellegrino, Managing Director, Consultant Relations; Michael B, Kotarski, Managing Director, Head of Sales; Lynn B. Spang, Managing Director & Senior Managing Counsel; Nicholas Fohl, Managing Director, Chief Technology Officer, Oliver E. Buckley, Phillip N. Maisano, Mitchel E. Harris, Scott E. Wennerholm, Thomas Hazuka, and William P. Rydell.

Portfolio Management.  Mellon Capital provides day-to-day management of the Fund's investments in accordance with the stated policies of the Fund, subject to the supervision of Dreyfus and approval of the Fund's Board.  Mellon Capital provides the Fund with portfolio managers who are authorized by the Fund's Board to execute purchases and sales of securities.  Thomas J. Durante, Karen Q. Wong and Richard A. Brown serve as the primary portfolio managers of the Fund. Ms. Wong and Messrs. Durante and Brown are dual employees of Dreyfus and Mellon Capital, an affiliate of Dreyfus, and manage the Fund as employees of Dreyfus.  Evelyn Chen, Rebecca Gao, Lynn Hutchison, Todd Rose and Marlene Walker Smith serve as additional portfolio managers of the Fund. Mses. Chen, Gao, Hutchison and Smith and Mr. Rose are dual employees of Dreyfus and Mellon Capital.

The Company, the Manager, Mellon Capital and the Distributor 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 Code of Ethics subjects personal securities transactions of the Advisers' employees to various restrictions to ensure that such trading does not disadvantage any fund advised by Dreyfus. In that regard, portfolio managers and other investment personnel must preclear and report their personal securities transactions and holdings, which are reviewed for compliance with the Code of Ethics and are also subject to the oversight of BNY Mellon's Investment Ethics Committee. Portfolio managers and other investment personnel who comply with the Code of Ethics preclearance and disclosure procedures of the 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.

Portfolio Manager Compensation. The primary objectives of the Mellon Capital compensation plans are to:

• Motivate and reward continued growth and profitability
• Attract and retain high-performing individuals critical to the on-going success of Mellon Capital
• Motivate and reward superior business/investment performance
• Create an ownership mentality for all plan participants

The investment professionals' cash compensation is comprised primarily of a market-based base salary and (variable) incentives (cash and deferred).  An investment professional's base salary is determined by the employee's experience and performance in the role, taking into account the ongoing compensation benchmark analyses.  A portfolio manager's base salary is generally a fixed amount that may change as a result of an annual review, upon assumption of new duties, or when a market adjustment of the position occurs.  Funding for the Mellon Capital Annual and Long Term Incentive Plan is through a pre-determined fixed percentage of overall Mellon Capital profitability.  Therefore, all bonus awards are based initially on Mellon Capital's financial performance.  Annual incentive opportunities are pre-established for each individual, expressed as a percentage of base salary ("target awards").  These targets are derived based on a review of competitive market data for each position annually.  Annual awards are determined by applying multiples to this target award.  Awards are 100% discretionary.  Factors considered in awards include individual performance, team performance, investment performance of the associated portfolio(s) (including both short and long term returns) and qualitative behavioral factors.  Other factors considered in determining the award are the asset size and revenue growth/retention of the products managed.  Awards are paid partially in cash with the balance deferred through the Long Term Incentive Plan.

These positions that participate in the Long Term Incentive Plan have a high level of accountability and a large impact on the success of the business due to the position's scope and overall responsibility.  This plan provides for an annual award, payable in cash after a three-year cliff vesting period, as well as a grant of BNY Mellon Restricted Stock for senior level roles.

The same methodology described above is used to determine portfolio manager compensation with respect to the management of mutual funds and other accounts.  Mutual fund portfolio managers also are eligible for the standard retirement benefits and health and welfare benefits available to all Mellon Capital employees.  Certain portfolio managers may be eligible for additional retirement benefits under several supplemental retirement plans that Mellon Capital provides to restore dollar-for-dollar the benefits of management employees that had been cut back solely as a result of certain limits due to tax laws.  These plans are structured to provide the same retirement benefits as the standard retirement benefits.  In addition, mutual fund portfolio managers whose compensation exceeds certain limits may elect to defer a portion of their salary and/or bonus under the BNY Mellon Deferred Compensation Plan for Employees.

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 the end of the Fund's fiscal year, December 31, 2010:

Primary Portfolio Manager	Registered Investment Company Accounts	Total Assets Managed	Other Pooled Investment Vehicles	Total Assets Managed	Other Accounts	Total Assets Managed
Thomas Durante	93	$41,312M	73	$64,676M	58	$33,385M
Richard Brown	93	$41,312M	73	$64,676M	58	$33,385M
Karen Wong	93	$41,312M	73	$64,676M	58	$33,385M

None of the funds or accounts managed are subject to a performance-based advisory fee.

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

Primary Portfolio Manager	Dollar Range of Fund Shares Beneficially Owned
Thomas Durante	None
Richard Brown	None
Karen Wong	None

Portfolio managers at Dreyfus 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 Advisers' 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 or Mellon Capital, as the case may be, may be perceived as causing accounts it manages to participate in an offering to increase Dreyfus' or Mellon Capital's overall allocation of securities in that offering, or to increase Dreyfus' or Mellon Capital's ability to participate in future offerings by the same underwriter or issuer.  Allocations of bunched trades, particularly trade orders that were only partially filled due to limited availability, and allocation of investment opportunities generally, could raise a potential conflict of interest, as Dreyfus or Mellon Capital 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 or Mellon Capital.  The Advisers periodically review each portfolio manager's overall responsibilities to ensure that he or she is able to allocate the necessary time and resources to effectively manage the Fund.  In addition, Dreyfus or Mellon Capital could be viewed as having a conflict of interest to the extent that Dreyfus or Mellon Capital or their 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.

            The goal of each of Dreyfus and Mellon Capital is to provide high quality investment services to all of their respective clients, while meeting their fiduciary obligation to treat all clients fairly.  Each of Dreyfus and Mellon Capital has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, that it 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 initial public offerings ("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.

BNY Mellon and its affiliates, including Dreyfus and others involved in the management, sales, investment activities, business operations or distribution of the Fund, are engaged in businesses and have interests other than that of managing the Fund.  These activities and interests include potential multiple advisory, transactional, financial and other interests in securities, instruments and companies that may be directly or indirectly purchased or sold by the Fund and the Fund's service providers, which may cause conflicts that could disadvantage the Fund.

BNY Mellon and its affiliates may have deposit, loan and commercial banking or other relationships with the issuers of securities purchased by the Fund.  BNY Mellon has no obligation to provide to Dreyfus or the Fund, or effect transactions on behalf of the Fund in accordance with, any market or other information, analysis, or research in its possession.  Consequently, BNY Mellon (including, but not limited to, BNY Mellon's central Risk Management Department) may have information that could be material to the management of the Fund and may not share that information with relevant personnel of Dreyfus.  Accordingly, Dreyfus has informed management of the Fund that in making investment decisions it does not obtain or use material inside information that BNY Mellon or its affiliates may possess with respect to such issuers.

Dreyfus will make investment decisions for the Fund as it believes is in the best interests of the Fund.  Investment decisions made for the Fund may differ from, and may conflict with, investment decisions made for other investment companies and accounts advised by Dreyfus or BNY Mellon and its other affiliates.  Actions taken with respect to such other investment companies or accounts may adversely impact the Fund, and actions taken by the Fund may benefit BNY Mellon or other investment companies or accounts (including the Fund) advised by Dreyfus or BNY Mellon and its other affiliates.  Regulatory restrictions (including, but not limited to, those related to the aggregation of positions among different other investment companies and accounts) and internal BNY Mellon policies, guidance or limitations (including, but not limited to, those related to the aggregation of positions among all fiduciary accounts managed or advised buy BNY Mellon and all its affiliates (including Dreyfus) and the aggregated exposure of such accounts) may restrict investment activities of the Fund.  While the allocation of investment opportunities among the Fund and other investment companies and accounts advised by Dreyfus or BNY Mellon and its other affiliates may raise potential conflicts because of financial, investment or other interests of BNY Mellon or its personnel, Dreyfus will make allocation decisions consistent with the interests of the Fund and the other investment companies and accounts and not solely based on such other interests.

Expenses.   All expenses incurred in the operation of the Fund are borne by the Fund, except to the extent specifically assumed by Dreyfus and/or Mellon Capital.  The expenses borne by the Fund include:  taxes, interest, loan commitment fees, interest and distributions paid 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 Dreyfus or Mellon Capital or any of their affiliates, SEC fees, state Blue Sky qualification fees, advisory fees, transfer and dividend disbursing agents' fees, certain insurance premiums, industry association fees, outside auditing and legal expenses, costs of independent pricing services, costs of maintaining the Fund's existence, costs attributable to investor services (including, without limitation, telephone and personnel expenses), costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing shareholders, costs of shareholder's reports and meetings, and any extraordinary expenses. In addition, each class of shares bears any class specific expenses allocated to such class, such as expenses related to the distribution and/or shareholder servicing of such class.  The Fund's Initial shares are subject to an annual shareholder services fee (see "Shareholder Services Plan (Initial Shares Only)") and the Fund's Service shares are subject to an annual distribution fee (see "Distribution Plan (Service Shares Only)").  All fees and expenses are accrued daily and deducted before declaration of dividends to shareholders. 

            As compensation for Dreyfus' services, the Fund has agreed to pay Dreyfus a monthly fee at the annual rate of 0.245% of the value of the Fund's average daily net assets.  As compensation for Mellon Capital services, Dreyfus has agreed to pay Mellon Capital a monthly fee at the annual rate of 0.07% of the value of the Fund's average daily net assets.  For the fiscal years ended December 31, 2010, 2009 and 2008, the Fund paid Dreyfus management fees of $4,178,465, $3,839,669 and $6,042,917, respectively, and Dreyfus paid Mellon Capital index management fees of $1,013,331, $1,021,314 and $1,709,165, respectively.

            The aggregate fee payable to Dreyfus and Mellon Capital is not subject to reduction as the value of the Fund's net assets increases.

Distributor.  The Distributor, a wholly-owned subsidiary of Dreyfus, 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 serves as distributor for the other funds in the Dreyfus Family of Funds and BNY Mellon Funds Trust.  Before June 30, 2007, the Distributor was known as "Dreyfus Service Corporation."

The Manager or the Distributor may provide cash payments out of its own resources to Participating Insurance Companies and other financial intermediaries that sell shares of the Fund or provide other services.  Such payments are separate from any 12b-1 fees and/or shareholder services fees or other expenses paid by the Fund to the intermediaries.  Because those payments are not made by you or the Fund, the Fund's expense ratio will not be affected by any such payments.  These additional payments may be made to Participating Insurance Companies and other financial 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 Participating Insurance Companies.  Cash compensation also may be paid from the Manager's or the Distributor's own resources to Participating Insurance Companies for inclusion of a Fund on a sales list, including a preferred or select sales list or in other sales programs.  These payments sometimes are referred to as "revenue sharing."  From time to time, the Manager or the Distributor also may provide cash or non-cash compensation to Participating Insurance Companies 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 the Participating Insurance Company to recommend or sell shares of the Fund to you.  Please contact your Participating Insurance Company for details about any payments it may receive in connection with the sale of Fund shares or the provision of services to the Fund.

Transfer and Dividend Disbursing Agent and Custodian.  Dreyfus Transfer, Inc. (the "Transfer Agent"), a wholly-owned subsidiary of Dreyfus, 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. Dreyfus pays the Fund's transfer agency 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 Fund shares.

The Bank of New York Mellon (the "Custodian"), an affiliate of the Manager, located at One Wall Street, New York, New York 10286, serves as custodian for the investments of the Fund.  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.  The Custodian's fees for its services to the Fund are paid by Mellon Capital.

HOW TO BUY SHARES

            The Fund offers two classes of shares – Initial shares and Service shares. The classes are identical, except as to the expenses borne by each class which may affect performance. See "Shareholder Services Plan (Initial Shares Only)" and "Distribution Plan (Service Shares Only)." Fund shares currently are offered only to separate accounts of Participating Insurance Companies. Individuals may not place purchase orders directly with the Fund.

            As discussed under "Management Arrangements—Distributor," Participating Insurance Companies may receive revenue sharing payments from Dreyfus or the Distributor.  The receipt of such payments could create an incentive for a Participating Insurance Company to recommend or sell shares of the Fund instead of other mutual funds where such payments are not received.  Please contact your Participating Insurance Company to recommend or sell shares of the Fund instead of other mutual funds where such payments are not received.  Please contact your Participating Insurance Company for details about any payments it may receive in connection with the sale of Fund shares or the provision of services to the Fund.

Separate accounts of the Participating Insurance Companies place orders based on, among other things, the amount of premium payments to be invested pursuant to Policies. See the prospectus of the separate account of the applicable Participating Insurance Company for more information on the purchase of Fund shares, including the class of Fund shares available for investment. The Fund does not issue share certificates.

Purchase orders from separate accounts based on premiums and transaction requests received by the Participating Insurance Company on a given business day in accordance with procedures established by the Participating Insurance Company will be effected at the net asset value of the Fund determined on such business day if the orders are received by the Fund in proper form and in accordance with applicable requirements on the next business day and Federal Funds (monies of member banks within the Federal Reserve System which are held on deposit at a Federal Reserve Bank) in the net amount of such orders are received by the Fund on the next business day in accordance with applicable requirements. It is each Participating Insurance Company's responsibility to properly transmit purchase orders and Federal Funds in accordance with applicable requirements. Policyholders should refer to the prospectus for their Policies in this regard.

            Fund shares are sold on a continuous basis. Net asset value per share is determined as of the close of trading on the floor of the New York Stock Exchange on each day the New York Stock Exchange is open for regular business.  For purposes of determining net asset value, certain futures contracts 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 of shares 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. For information regarding the methods employed in valuing the Fund's investments, see "Determination of Net Asset Value."

DISTRIBUTION PLAN

(SERVICE SHARES ONLY)

            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 (the "Distribution Plan") with respect to the Fund's Service shares pursuant to which the Fund pays the Distributor at an annual rate of 0.25% of the value of the Fund's average daily net assets attributable to Service shares for distributing Service shares, for advertising and marketing related to Service shares and for servicing and/or maintaining accounts of Service class shareholders. Under the Distribution Plan, the Distributor may make payments to Participating Insurance Companies and the broker-dealers acting as principal underwriter for their variable insurance products in respect of these services. The fees payable under the Distribution Plan are payable without regard to actual expenses incurred. The Board believes that there is a reasonable likelihood that the Distribution Plan will benefit the Fund and the holders of its Service shares.

            A quarterly report of the amounts expended under the Distribution Plan, and the purposes for which such expenditures were incurred, must be made to the Fund's Board for its review. In addition, the Distribution Plan provides that it may not be amended to increase materially the costs which holders of Service shares may bear pursuant to the Distribution Plan without the approval of the holders of such class of shares and that other material amendments of the Distribution Plan must be approved by the Board, and by the Board members who are not "interested persons" (as defined in the 1940 Act) of the Fund and have no direct or indirect financial interest in the operation of the Distribution Plan or in any agreements entered into in connection with the Distribution Plan, by vote cast in person at a meeting called for the purpose of considering such amendments. The Distribution Plan is subject to annual approval by such vote of the Board members cast in person at a meeting called for the purpose of voting on the Distribution Plan. 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 the Fund's Service shares.

            For the fiscal year ended December 31, 2010, the Fund, with respect to its Service shares, paid $380,354 to the Distributor pursuant to the Distribution Plan.

SHAREHOLDER SERVICES PLAN

 (INITIAL SHARES ONLY)

            The Fund has adopted a Shareholder Services Plan for its Initial shares pursuant to which the Fund reimburses the Distributor an amount not to exceed an annual rate of 0.25% of the value of the average daily net assets attributable to Initial shares for certain allocated expenses with respect to servicing and/or maintaining accounts of Initial class shareholders.

            A quarterly report of the amounts expended under the Plan, and the purposes for which such expenditures were incurred, must be made to the Fund's Board for its review.  In addition, the Shareholder Services Plan provides that material amendments of the Plan 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, by vote cast in person at a meeting called for the purpose of considering such amendments.  The Shareholder Services Plan is subject to annual approval by such vote of the Board members cast in person at a meeting called for the purpose of voting on the Shareholder Services Plan.  The Plan is terminable at any time by vote of a majority of 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. 

            For the fiscal year ended December 31, 2010, the Fund, with respect to its Initial shares, paid $15,046 to the Distributor pursuant to the Shareholder Services Plan.

HOW TO REDEEM SHARES

General.  Fund shares may be redeemed at any time by the separate accounts of the Participating Insurance Companies.  Individuals may not place redemption orders directly with the Fund.  Redemption requests received by the Participating Insurance Company from separate accounts on a given business day in accordance with procedures established by the Participating Insurance Company will be effected at the net asset value of the Fund determined on such business day if the requests are received by the Fund in proper form and in accordance with applicable requirements on the next business day. It is each Participating Insurance Company's responsibility to properly transmit redemption requests in accordance with applicable requirements. Policyholders should consult their Policy prospectus in this regard. To maximize the Fund's ability to track the Index, shareholders are urged to transmit redemption requests so that they may be received by the Fund or its agent prior to 12:00 noon, Eastern time, on the day upon which separate accounts of Participating Insurance Companies want their redemption requests to be effective.  The value of the shares redeemed may be more or less than their original cost, depending on the Fund's then-current net asset value.  No charges are imposed by the Fund when shares are redeemed.

            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.

            Should any conflict between VA contract holders and VLI policyholders arise which would require that a substantial amount of assets be withdrawn from the Fund, orderly portfolio management could be disrupted to the potential detriment of shareholders.

Redemption Commitment.  The Fund has committed 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 part in securities or other assets of the Fund in case of an emergency or any time a cash distribution would impair the liquidity of the Fund to the detriment of the existing shareholders.  In such event, the securities would be valued in the same manner as the Fund's portfolio is valued.  If the recipient 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 ordinarily utilizes is restricted, or when an emergency exists as determined by the SEC so that disposal of the Fund's investments or determination of its 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.

EXCHANGE PRIVILEGE

            Investors can exchange shares of a class for shares of the same class of any other fund or portfolio managed by Dreyfus that is offered only to separate accounts established by Participating Insurance Companies to fund Policies, or into shares of any such money market portfolio, subject to the terms and conditions relating to exchanges set forth in the applicable Participating Insurance Company prospectus. Policyholders should refer to the applicable Participating Insurance Company prospectus for more information on exchanging Fund shares. The Fund reserves the right to modify or discontinue its exchange program at any time upon 60 days' notice to the Participating Insurance Company.

DETERMINATION OF NET ASSET VALUE

Valuation of Portfolio Securities.  The Fund's portfolio securities are valued at the last sale price on the securities exchange or national securities market on which such securities are primarily traded.  For this purpose, the official closing price on a securities exchange or national securities market shall be 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 in the case of open short positions where the asked price is used for valuation purposes.  Bid price is used when no asked price is available.  Market quotations for foreign securities in foreign currencies are translated into U.S. dollars at the prevailing rates of exchange.  Certain short-term investments may be carried at amortized cost, which approximates value.  Any securities or other assets for which recent market quotations are not readily available are valued at fair value as determined in good faith by the Fund's Board.  Expenses and fees, including the management fee and any fees pursuant to the Distribution Plan and Shareholder Services Plan, as applicable, are accrued daily and taken into account for the purpose of determining the net asset value of the Fund's shares.  Because of differences in operating expenses incurred by each class, the per share net asset value of Initial shares and Service shares will vary.

            Restricted securities, as well as securities or other assets for which recent market quotations or official closing prices are not readily available or are determined by the Dreyfus 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 after the Fund calculates its net asset value), are valued at fair value as determined in good faith based on procedures approved by the Board.  Fair value of investments may be determined by the 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 a 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, other securities of the same class of securities for which a public market exists usually will be valued at market value less the same percentage discount at which such restricted securities were purchased.  This discount will be revised 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 Fund's 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.

TAXATION

            See the prospectus and elsewhere in this SAI to determine which sections of the discussion below apply to the Fund.

The following is only a general summary of some of the important federal income tax considerations generally affecting the Fund and an investment in a fund.  No attempt is made to present a complete explanation of the federal tax treatment of the Fund's activities or to discuss state and local tax matters affecting the Fund.  Investors in the Fund are urged to consult their own tax advisors concerning the tax implications of investments in the Fund.

Since the shareholders of the Fund are the Participating Insurance Companies and their separate accounts, the tax treatment of dividends and distributions will depend on the tax status of the Participating Insurance Company.  Accordingly, no discussion is included as to the federal income tax consequences to such shareholders or to the relevant Policyowners.  For information regarding the taxation of Policyowners, Policyowners should consult the applicable prospectus of the separate account of the Participating Insurance Company.  The discussion below assumes that the shares of the Fund will be respected as owned by the insurance company separate accounts.  If this is not true, the person or persons determined to own the shares of the Fund will be currently taxed on fund distributions and upon any redemption of fund shares, pursuant to generally applicable rules of the Code and Treasury regulations.

Taxation of the Fund

The Fund intends to qualify for treatment as a regulated investment company ("RIC") under Subchapter M of the Code and intends to continue to so qualify if such qualification is in the best interests of its shareholders.  As a RIC, a fund will pay no federal income tax on its net investment income and net realized capital gains to the extent that such income and gains are distributed to shareholders in accordance with applicable provisions of the Code.  To qualify as a RIC, a fund must, among other things: (a) derive in each taxable year (the "gross income test") at least 90% of its gross income from (i) dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of stocks, securities or foreign currencies or other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stocks, securities or currencies, and (ii) net income from interests in "qualified publicly traded partnerships" ("QPTPs") (as defined in the Code); (b) diversify its holdings (the "asset diversification test") so that, at the end of each quarter of the taxable year, (i) at least 50% of the market value of the fund's assets is represented by cash and cash items (including receivables), U.S. Government securities, the securities of other RICs and other securities, with such other securities of any one issuer limited for the purposes of this calculation to an amount not greater than 5% of the value of the fund's total assets and not greater than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its total assets is invested in the securities (other than U.S. Government securities or the securities of other RICs) of a single issuer, two or more issuers that the fund controls and that are engaged in the same, similar or related trades or businesses or one or more QPTPs; and (c) distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (determined without regard to the dividends paid deduction) and net tax-exempt interest income, if any, for such year.

Pursuant to the Regulated Investment Company Modernization Act of 2010 (the "Modernization Act"), a RIC that fails the gross income test for a taxable year shall nevertheless be considered to have satisfied the test for such year if (i) the RIC satisfies certain procedural requirements, and (ii) the RIC's failure to satisfy the gross income test is due to reasonable cause and not due to willful neglect.  However, in such case, a tax is imposed on the RIC for the taxable year in which, absent the application of the above cure provision, it would have failed the gross income test equal to the amount by which (x) the RIC's non-qualifying gross income exceeds (y) one-ninth of the RIC's qualifying gross income, each as determined for purposes of applying the gross income test for such year.

Also pursuant to the Modernization Act, a RIC that fails the asset diversification test as of the end of a quarter shall nevertheless be considered to have satisfied the test as of the end of such quarter in the following circumstances.  If the RIC's failure to satisfy the asset diversification test at the end of the quarter is due to the ownership of assets the total value of which does not exceed the lesser of (i) one percent of the total value of the RIC's assets at the end of such quarter and (ii) $10,000,000 (a "de minimis failure"), the RIC shall be considered to have satisfied the asset diversification test as of the end of such quarter if, within six months of the last day of the quarter in which the RIC identifies that it failed the asset diversification test (or such other prescribed time period), the RIC either disposes of assets in order to satisfy the asset diversification test, or otherwise satisfies the asset diversification test.

In the case of a failure to satisfy the asset diversification test at the end of a quarter under circumstances that do not constitute a de minimis failure, a RIC shall nevertheless be considered to have satisfied the asset diversification test as of the end of such quarter if (i) the RIC satisfies certain procedural requirements; (ii) the RIC's failure to satisfy the asset diversification test is due to reasonable cause and not due to willful neglect; and (iii) within six months of the last day of the quarter in which the RIC identifies that it failed the asset diversification test (or such other prescribed time period), the RIC either disposes of the assets that caused the asset diversification failure, or otherwise satisfies the asset diversification test.  However, in such case, a tax is imposed on the RIC, at the current rate of 35 percent, on the net income generated by the assets that caused the RIC to fail the asset diversification test during the period for which the asset diversification test was not met.  In all events, however, such tax will not be less than $50,000.

If a fund were to fail to qualify as a RIC in any taxable year, the fund would be subject to tax on its taxable income at corporate rates, and all distributions from current or accumulated earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would be taxable to shareholders (or, potentially, Policyowners) as ordinary income.  In addition, a fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a RIC that is accorded special tax treatment.

A nondeductible excise tax at a rate of 4% is imposed on the excess, if any, of a RIC's "required distribution" over its actual distributions in any calendar year.  Generally, the required distribution is 98% of a fund's ordinary income for the calendar year plus 98% (98.2% for calendar years after 2010) of its capital gain net income, determined under prescribed rules for this purpose, recognized during the one-year period ending on October 31st of such year (or December 31st of that year if the fund is permitted to so elect and so elects) plus undistributed amounts from prior years.  This excise tax, however, does not apply to a RIC whose only shareholders are separate accounts of life insurance companies supporting VA contracts and/or VLI policies, and certain other prescribed permissible shareholders.  Therefore, the Fund is not expected to be subject to the excise tax.

Although in general the passive loss rules of the Code do not apply to RICs, such rules do apply to a RIC with respect to items attributable to an interest in a QPTP.  A fund's investments in partnerships, including in QPTPs, may result in a fund being subject to state, local or foreign income, franchise or withholding tax liabilities.

Diversification Requirements of Section 817(h)

The Fund intends to comply with the diversification requirements of Section 817(h) of the Code and the regulations thereunder.  Section 817(h) imposes certain diversification requirements on the assets of insurance company separate accounts used to fund VA contracts and/or VLI policies.  Under a special "look-through" provision, if the separate account is a shareholder of a fund that satisfies the Section 817(h) diversification requirements, the separate account will be treated as owning its pro rata portion of each of the assets of the fund for purposes of determining the account's satisfaction of the Section 817(h) diversification requirements.  Accordingly, if a separate account's sole investment is shares of a fund, and that fund satisfies the diversification requirements of Section 817(h), the separate account will be treated as having satisfied the diversification requirements of Section 817(h).

The diversification requirements of Section 817(h) are in addition to the diversification requirements imposed on a fund by the 1940 Act and Subchapter M of the Code.  Under Section 817(h), a separate account (or underlying fund) will be considered adequately diversified if, as of the end of each calendar quarter or within 30 days thereafter, (i) no more than 55% of the total assets of the separate account (or underlying fund) are represented by any one investment, (ii) no more than 70% of the total assets of the separate account (or underlying fund) are represented by any two investments, (iii) no more than 80% of the total assets of the separate account (or underlying fund) are represented by any three investments, and (iv) no more than 90% of the total assets of the separate account (or underlying fund) are represented by any four investments.  Section 817(h) provides, as a safe harbor, that a separate account (or underlying fund) will be treated as being adequately diversified if the asset diversification test under Subchapter M of the Code (discussed above at "Taxation of the Fund") is satisfied and no more than 55% of the value of the separate account's (or underlying fund's) total assets are cash and cash items, U.S. government securities, and securities of other RICs.

For purposes of the diversification requirements of Section 817(h), all securities of the same issuer, all interests in the same real property project, and all interests in the same commodity are treated as a single investment.  In addition, each U.S. Government agency or instrumentality is treated as a separate issuer.

Failure by a fund to qualify as a RIC or satisfy the requirements of Section 817(h) could cause the VA contracts and the VLI policies to lose their favorable tax status and require a Policyowner to include in income any income accrued under the Policies for the current and all prior taxable years, thereby losing the benefit of tax deferral.  Under certain circumstances described in applicable Treasury regulations, an inadvertent failure to satisfy the applicable diversification requirements of Section 817(h) may be corrected, but such a correction would require a payment to the IRS.  Any such failure may also result in adverse tax consequences for the Participating Insurance Company issuing the Policies.

Passive Foreign Investment Companies

Funds that invest in foreign securities may own shares in certain foreign entities that are treated as "passive foreign investment companies" ("PFICs"), which could potentially subject such a fund to U.S. federal income tax (including interest charges) on distributions received from the PFIC or gains from a disposition of shares in the PFIC.  To avoid this treatment, each fund owning PFIC shares intends to make an election to mark the gains (and to a limited extent losses) in a PFIC "to the market" as though it had sold and repurchased its holdings in the PFIC on the last day of the fund's taxable year.  Such gains and losses are treated as ordinary income and loss.  Alternatively, a fund may in certain cases elect to treat a PFIC as a "qualified electing fund" (i.e., make a "QEF election"), in which case that fund will be required to include in its income annually its share of the PFIC's income and net capital gains, regardless of whether the fund receives any distribution from the PFIC.

The mark-to-market and QEF elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by a fund to avoid taxation.  Making either of these elections therefore may require a fund to liquidate investments (including when it is not advantageous to do so) to meet its distribution requirements, which also may accelerate the recognition of gain and affect the fund's total return.

Non-U.S. Taxes

Investment income that may be received by a fund from sources within foreign countries may be subject to foreign taxes.  Tax treaties between the United States and certain countries may reduce or eliminate such taxes.  It is not possible to determine at this time what a fund's effective rate of non-U.S. taxes will be in any given year.

Foreign Currency Transactions

Gains or losses attributable to fluctuations in exchange rates between the time a fund accrues income or receivables or expenses or other liabilities denominated in a foreign currency and the time that fund actually collects such income or receivables or pays such liabilities are generally treated as ordinary income or loss.  Similarly, gains or losses on foreign currency forward contracts and the disposition of debt securities denominated in a foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, also are treated as ordinary income or loss.  Future Treasury regulations could provide that foreign currency gains that are not directly related to a fund's principal business of investing in stocks or securities (or options and futures with respect to stock or securities) will not constitute qualifying income for purposes of the gross income test described above at "Taxation of the Fund."

Financial Products

A fund's investments in options, futures contracts, forward contracts, swaps and derivatives, as well as any of its other hedging, short sale or similar transactions, may be subject to one or more special tax rules (including notional principal contract, constructive sale, straddle, wash sale, short sale and other rules), the effect of which may be to accelerate income to the fund (including, potentially, without a corresponding receipt of cash with which to make required distributions), defer fund losses, cause adjustments in the holding periods of fund securities, convert capital gains into ordinary income, convert long-term capital gains into short-term capital gains and convert short-term capital losses into long-term capital losses.  These rules could therefore affect the amount, timing and character of distributions to shareholders of a fund.  Because the tax rules applicable to derivative financial instruments are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a fund has made sufficient distributions, and otherwise satisfied the applicable requirements, to maintain its qualification as a RIC and avoid fund-level taxation.

Securities Issued or Purchased at a Discount and Payment-in-Kind Securities

A fund's investments, if any, in securities issued or purchased at a discount, as well as certain other securities (including zero coupon obligations and certain redeemable preferred stock), may require the fund to accrue and distribute income not yet received.  Similarly, a fund's investment in payment-in-kind securities will give rise to income which is required to be distributed even though the fund receives no payment in cash on the security during the year.  In order to generate sufficient cash to make its requisite distributions, a fund may be required to borrow money or sell securities in its portfolio that it otherwise would have continued to hold.

Certain Higher-Risk and High Yield Securities

A fund may invest in lower-quality fixed income securities, including debt obligations of issuers not currently paying interest or that are in default.  Investments in debt obligations that are at risk of or are in default present special tax issues for a fund.  Tax rules are not entirely clear on the treatment of such debt obligations, including as to whether and to what extent a fund should recognize market discount on such a debt obligation, when a fund may cease to accrue interest, original issue discount or market discount, when and to what extent a fund may take deductions for bad debts or worthless securities and how a fund shall allocate payments received on obligations in default between principal and interest.  These and other related issues will be addressed by the Fund if it invests in such securities as part of the Fund's efforts to ensure that it distributes sufficient income to preserve its status as a RIC and does not become subject to U.S. federal income or excise tax.

Investor Tax Matters

The rules regarding the taxation of the separate accounts of Participating Insurance Companies that utilize the Fund as investment vehicles for VA contracts and VLI policies are complex.  The foregoing is only a summary of certain material United States federal income tax consequences affecting the Fund.  Participating Insurance Companies and Policyowners should consult their own tax advisers with respect to the particular tax consequences to them of an investment in the Fund.

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 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 the Fund are made independently from those of the other investment companies and accounts advised by Dreyfus and its affiliates.   If, however, such other investment companies or accounts desire to invest in, or dispose of, the same securities as the Fund, Dreyfus or its affiliates may, but are not required to, aggregate (or "bunch") orders that are placed or received concurrently for more than one investment company or account and available investments or opportunities for sales will be allocated equitability to each.  In some cases, this procedure may adversely affect the size of the position obtained for or disposed of by the Fund or the price paid or received by the Fund.  When transactions are aggregated, but it is not possible to receive the same price or execution on the entire volume of securities purchased or sold, the various prices may be averaged, and the Fund will be charged or credited with the average price.

Dreyfus may buy for the Fund securities of issuers in which other investment companies or accounts advised by Dreyfus or BNY Mellon and its other affiliates have made, or are making, an investment in securities that are subordinate or senior to the securities purchased for the Fund.  For example, the Fund may invest in debt securities of an issuer at the same time that other investment companies or accounts are investing, or currently have an investment, in equity securities of the same issuer.  To the extent that the issuer experiences financial or operational challenges which may impact the price of its securities and its ability to meet its obligations, decisions by BNY Mellon or its affiliates (including Dreyfus) relating to what actions are to be taken may raise conflicts of interests and Dreyfus or BNY Mellon and its other affiliates may take actions for certain accounts that have negative impacts on other advisory accounts, including the Fund.

            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.

            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.

            For its portfolio securities transactions for the fiscal years ended December 31, 2010, 2009 and 2008, the Fund paid total brokerage commissions of $22,279, $40,760 and $27,258, respectively, none of which was paid to the Distributor.  For the fiscal years ended December 31, 2010, 2009 and 2008, the Fund paid spreads and concessions on principal transactions of $0, $0 and $5,253, respectively, none of which was paid to the Distributor.

             There were no transactions conducted on an agency basis through a broker, for among other things, research services for the fiscal year ended December 31, 2010.

Regular Broker-Dealers.  The Fund may acquire securities issued by one or more of its "regular brokers or dealers," as defined in Rule 10b-1 under the 1940 Act. Rule 10b-1 provides that a "regular broker or dealer" is one of the ten brokers or dealers that, during the Fund's 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. The following is a list of the Fund's regular brokers or dealers whose securities the Fund acquired, and the aggregate value of such securities, as of December 31, 2010: Citigroup Global Markets Inc. - $21,133,000; Bank of America NA - $20,690,000; Goldman, Sachs & Co. - $13,228,000; and Morgan Stanley - $6,327,000.

Disclosure of Portfolio Holdings.  It is the policy of the Dreyfus to protect the confidentiality of funds portfolio holdings and prevent the selective disclosure of non-public information about such holdings.  Each fund, or its duly authorized service providers, publicly discloses its holdings in accordance with regulatory requirements, such as periodic portfolio disclosure in filings with the Securities and Exchange Commission.  Each non-money market fund, or its duly authorized service providers, may publicly disclose its complete schedule of portfolio holdings, at month-end, with a one-month lag, on the Dreyfus website at www.dreyfus.com.  In addition, fifteen days following the end of each calendar quarter, each non-money market fund, or its duly authorized service providers, may publicly disclose on the website its complete schedule of portfolio holdings as of the end of such quarter.  Each money market fund will disclose daily on www.dreyfus.com  the fund's complete schedule of holdings as of the end of the previous day.  The schedule of holdings will remain on the website until the date on which the fund files its Form N-CSR or Form N-Q for the period that includes the date of the posted holdings.

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

Funds may also disclose any and all portfolio information to their service providers and others who generally need access to such information in the performance of their contractual duties and responsibilities and are subject to duties of confidentiality, including a duty not to trade on non-public information, imposed by law and/or contract.  These service providers include the fund's custodian, independent registered public accounting firm, investment adviser, administrator, and each of their respective affiliates and advisers.

Disclosure of 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

The Board of each fund in the Dreyfus Family of Funds has delegated to Dreyfus the authority to vote proxies of companies held in a fund's portfolio.  Dreyfus, through its participation on The Bank of New York Mellon Corporation's Proxy Policy Committee (the "PPC") applies The Bank of New York Mellon's Proxy Voting Policy, related procedures and voting guidelines when voting proxies on behalf of the funds.

Dreyfus recognizes that an investment adviser is a fiduciary that owes its clients a duty of utmost good faith and full and fair disclosure of all material facts.  Dreyfus further recognizes that the right to vote proxies is an asset, just as the economic investment represented by the shares is an asset.  An investment adviser's duty of loyalty precludes an adviser from subrogating its clients' interests to its own.  Accordingly, in voting proxies, Dreyfus seeks to act solely in the best financial and economic interests of the funds.

Dreyfus seeks to avoid material conflicts of interest through its participation in the PPC, which applies detailed, pre-determined proxy voting guidelines in an objective and consistent manner across client accounts, based on internal and external research and recommendations provided by  third party vendors, and without consideration of any client relationship factors.  Further, Dreyfus engages a third party as an independent fiduciary to vote all proxies for Fund securities.

Each proxy is reviewed, categorized and analyzed in accordance with the PPC's written guidelines in effect from time to time.  The guidelines are reviewed periodically and updated as necessary to reflect new issues and changes to the PPC's policies on specific issues.  Items that can be categorized will be voted in accordance with any applicable guidelines or referred to the PPC, if the applicable guidelines so require.  Proposals for which a guideline has not yet been established are referred to the PPC for discussion and vote.  Additionally, the PPC may elect to review any proposal where it has identified a particular issue for special scrutiny in light of new information. The PPC will also consider specific interests and issues raised by a fund, which interests and issues may require that a vote for a fund be cast differently from the collective vote in order to act in the best interests of such fund.

            Dreyfus believes that a shareholder's role in the governance of a publicly-held company is generally limited to monitoring the performance of the company and its managers and voting on matters which properly come to a shareholder vote.  Dreyfus carefully reviews proposals that would limit shareholder control or could affect shareholder values.

Dreyfus generally opposes proposals that seem designed to insulate management unnecessarily from the wishes of a majority of the shareholders and that would lead to a determination of a company's future by a minority of its shareholders.  Dreyfus generally supports proposals that seem to have as their primary purpose providing management with temporary or short-term insulation from outside influences so as to enable them to bargain effectively with potential suitors and otherwise achieve identified long-term goals to the extent such proposals are discrete and not bundled with other proposals.

On questions of social responsibility where economic performance does not appear to be an issue, Dreyfus attempts to ensure that management reasonably responds to the social issues.  Responsiveness is measured by management's efforts to address the particular social issue including, where appropriate, assessment of the implications of the proposal to the ongoing operations of the company. Dreyfus pays particular attention to repeat issues where management has failed in its commitment to take specific actions.  With respect to funds having investment policies that require proxies to be cast in a certain manner on particular social responsibility issues, Dreyfus votes such issues in accordance with those investment policies.

Information regarding how Dreyfus voted proxies for the funds is available on the Dreyfus website at www.dreyfus.com  and on the SEC's website at www.SEC.gov  on the fund's Form N-PX.

INFORMATION ABOUT THE FUND

            The Fund's shares are classified into two classes. Each share has one vote and shareholders will vote in the aggregate and not by class, except as otherwise required by law or with respect to any matter which affects only one class. Each Fund share, when issued and paid for in accordance with the terms of the offering, is fully paid and non‑assessable.  Fund shares have no preemptive, subscription or conversion 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, 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 purposes of removing a Board member from office.  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 then holding office have been elected by shareholders.

            The Fund sends annual and semi‑annual financial statements to all its 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 Fund management determines that an investor is following an abusive investment strategy, it may reject any purchase request, or terminate the investor's exchange privilege, with or without prior notice. Such investors also may be barred from purchasing share 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 Participating Insurance Company, 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.

The Fund is not sponsored, endorsed, sold or promoted by S&P.  S&P makes no representation or warranty, express or implied, to the owners of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the S&P 500 Index to track general stock market performance.  S&P's only relationship to the Fund is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index which is determined, composed and calculated by S&P without regard to the Fund.  S&P has no obligation to take the needs of the Fund or the owners of the Fund into consideration in determining, composing or calculating the S&P 500 Index.  S&P is not responsible for and has not participated in the calculation of the Fund's net asset value, nor is S&P a distributor of the Fund.  S&P has no obligation or liability in connection with the administration, marketing or trading of the Fund.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN.  S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE FUND, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN.  S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN.  WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

            The following separate accounts are known by the Fund to own of record 5% or more of the Fund's voting securities outstanding on April 1, 2011. 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.

Initial Shares
Nationwide Life Insurance Company PO Box 182029 Columbus OH  43218-2029	63.1178%
Sun Life Assurance Company of Canada P.O. BOX 9134 Wellesley Hills MA  02481-9134	5.2554%
Service Shares
Nationwide Life Insurance Company PO Box 182029 Columbus OH  43218-2029	67.0116%
Symetra Life Insurance Company PO Box 3882 Seattle WA  98124-3882	15.5550%
Transamerica Life Insurance Company 4333 Edgewood Rd NE Cedar Rapids IA  52499-0001	8.4441%
Annuity Investors Life Insurance Co. PO Box 5423 Cincinnati OH  45201-5423	7.5575%

COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038‑4982, as counsel for the Fund, has rendered its opinion as to certain legal matters regarding the due authorization and valid issuance of the shares being sold pursuant to the Fund's Prospectus.

Ernst & Young LLP, 5 Times Square, New York, New York 10036, an independent registered public accounting firm, have been selected as the independent registered public accounting firm for the Fund for the current fiscal year.

DREYFUS STOCK INDEX FUND, INC.

PART C. OTHER INFORMATION

Item 28.Exhibits 

      (a)              Registrant's Articles of Incorporation and Articles of Amendment are incorporated by reference to Exhibit (1)(b) of Post-Effective Amendment No. 6 to the Registration Statement on Form N-1A, filed on April 20, 1994.

      (b)              Registrant's By‑Laws, as amended, are incorporated by reference to Exhibit (b) of Post-Effective Amendment No. 22 to the Registration Statement on Form N-1A, filed on April 13, 2006.

      (d)(i)          Form of Management Agreement is incorporated by reference to Exhibit (d)(i) of Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A, filed on April 13, 2007.

      (d)(ii)         Form of Index Management Agreement is incorporated by reference to Exhibit (d)(ii) of Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A, filed on April 13, 2007.

      (e)(i)          Distribution Agreement.

(e)(ii)         Forms of Service Agreements is incorporated by reference to Exhibit (e)(ii) of Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A, filed on April 13, 2007.

(e)(iii)        Contract between a principal underwriter and dealer is incorporated by reference to Exhibit (e)(iii) of Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A, filed on April 13, 2007.

      (g)              Custody Agreement.

      (h)(1)         Amended and Restated Transfer Agency Agreement is incorporated by reference to Exhibit (h)(1) of Post-Effective Amendment No. 24 to the Registration Statement on Form N-1A, filed on April 14, 2008.

      (h)(2)         Shareholder Services Plan is incorporated by reference to Exhibit (9) of Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed on March 2, 1995.

      (i)               Opinion and consent of Registrant's counsel is incorporated by reference to Exhibit (10) of Post-Effective Amendment No. 6 to the Registration Statement on Form N-1A, filed on April 20, 1994.

      (j)               Consent of Independent Registered Public Accounting Firm.

      (m)             Distribution Plan is incorporated by reference to Exhibit (j) of Post-Effective Amendment No. 14 to the Registration Statement on Form N-1A, filed on October 31, 2000.

      (o)              Rule 18f-3 Plan is incorporated by reference to Exhibit (o) of Post-Effective Amendment No. 14 to the Registration Statement on Form N-1A, filed on October 31, 2000.

(p)(i)          Code of Ethics is incorporated by reference to Exhibit (p) of Post-Effective Amendment No. 24 to the Registration Statement on Form N-1A, filed on April 14, 2008.

(p)(ii)         Code of Ethics for the Non-management Board Members of The Dreyfus Family of Funds is incorporated by reference to Exhibit (p)(ii) of Post-Effective Amendment No. 27 to the Registration Statement on Form N-1A, filed on April 13, 2010.

Other Exhibits

                                    (a)        Powers of Attorney is incorporated by reference to Exhibit (a) of Post-Effective Amendment No. 26 to the Registration Statement on Form N-1A, filed on February 12, 2010.

                                    (b)        Certificate of Secretary is incorporated by reference to Exhibit (b) of Post-Effective Amendment No. 26 to the Registration Statement on Form N-1A, filed on February 12, 2010.

Item 29.Persons Controlled by or under Common Control with Registrant.

                        Not Applicable

Item 30.Indemnification 

                        The Registrant’s charter documents set forth the circumstances under which indemnification shall be provided to any past or present Board member or officer of the Registrant.  The Registrant also has entered into a separate agreement with each of its Board members that describes the conditions and manner in which the Registrant indemnifies each of its Board members against all liabilities incurred by them (including attorney’s 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 office.  Reference is hereby made to the following:

                        Article VII of the Registrant’s Articles of Incorporation and any amendments thereto, Article VIII of Registrant’s Amended and Restated Bylaws, Section 2-418 of the Maryland General Corporation Law and Section 1.11 of the Distribution Agreement.

Item 31(a).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 and manager for sponsored investment companies registered under the Investment Company Act of 1940 and as an investment adviser to institutional and individual accounts.  Dreyfus also serves as sub-investment adviser to and/or administrator of other investment companies.  MBSC Securities Corporation, a wholly-owned subsidiary of Dreyfus, serves primarily as a registered broker-dealer of shares of investment companies sponsored by Dreyfus and of other investment companies on which Dreyfus acts as investment adviser, sub-investment adviser or administrator. 

Item 31(b).Business and Other Connections of Sub-Investment Adviser.

                        With respect to the Dreyfus Stock Index Fund, Inc., the Registrant is fulfilling the requirement of this Item 31(b) to provide a list of the officers and directors of Mellon Capital Management Corporation (MCM), the sub-investment adviser of the Registrant, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by MCM, or those of its officers and directors during the past two years, by incorporating by reference the information contained in the Form ADV filed with the SEC pursuant to the Investment Advisers Act of 1940 by MCM (SEC File No. 801-9785).

ITEM 31.              Business and Other Connections of Investment Adviser (continued)

Officers and Directors of Investment Adviser

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
Jonathan Baum Chief Executive Officer and Chair of the Board	MBSC Securities Corporation++	Chief Executive Officer Chairman of the Board Director Executive Vice President	3/08 - Present 3/08 - Present 6/07 - 3/08 6/07 - 3/08
J. Charles Cardona President and Director	MBSC Securities Corporation++	Director Executive Vice President	6/07 - Present 6/07 - Present
	Universal Liquidity Funds plc+	Director	4/06 - Present
Diane P. Durnin Vice Chair and Director	None
Phillip N. Maisano Director, Vice Chair and Chief Investment Officer	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	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 London, England	Director	8/06 - Present
	Pareto Investment Management Limited London, England	Director	4/08 - Present
	The Boston Company Asset Management NY, LLC*	Manager	10/07 - Present
	The Boston Company Asset Management, LLC*	Manager	12/06 - Present
	Urdang Capital Management, Inc. 630 West Germantown Pike, Suite 300 Plymouth Meeting, PA 19462	Director	10/07 - Present
	Urdang Securities Management, Inc. 630 West Germantown Pike, Suite 300 Plymouth Meeting, PA 19462	Director	10/07 - Present
	EACM Advisors LLC 200 Connecticut Avenue Norwalk, CT 06854-1940	Chairman of Board	8/04 - Present
Phillip N. Maisano Director, Vice Chair and Chief Investment Officer (continued)	Founders Asset Management LLC****	Member, Board of Managers	11/06 - 12/09
	Standish Mellon Asset Management Company, LLC Mellon Financial Center 201 Washington Street Boston, MA 02108-4408	Board Member	12/06 - Present
	Mellon Capital Management Corporation***	Director	12/06 - Present
	Newton Management Limited London, England	Board Member	12/06 - Present
	Franklin Portfolio Associates, LLC*	Board Member	12/06 - Present
Robert G. Capone Director	MBSC Securities Corporation++	Executive Vice President Director	4/07 - Present 4/07 - Present
	The Bank of New York Mellon*****	Vice President	2/06 - Present
Mitchell E. Harris Director	Standish Mellon Asset Management Company LLC Mellon Financial Center 201 Washington Street Boston, MA 02108-4408	Chairman Chief Executive Officer Member, Board of Managers	2/05 - Present 8/04 - Present 10/04 - Present
	Alcentra NY, LLC++	Manager	1/08 - Present
	Alcentra US, Inc. ++	Director	1/08 - Present
	Alcentra, Inc. ++	Director	1/08 - Present
	BNY Alcentra Group Holdings, Inc.	Director	10/07 - Present
	Pareto New York LLC ++	Manager	11/07 - Present
	Standish Ventures LLC Mellon Financial Center 201 Washington Street Boston, MA 02108-4408	President Manager	12/05 - Present 12/05 - Present
	Palomar Management London, England	Director	12/97 - Present
	Palomar Management Holdings Limited London, England	Director	12/97 - Present
	Pareto Investment Management Limited London, England	Director	9/04 - Present
Jeffrey D. Landau Director	The Bank of New York Mellon+	Executive Vice President	4/07 - Present
	Allomon Corporation+	Treasurer	12/07 - Present
	APT Holdings Corporation+	Treasurer	12/07 - Present
	BNY Mellon, N.A.+	Treasurer	7/07 - 0/10
	Mellon Funding Corporation+ The Bank of New York Mellon Corporation+	Treasurer Treasurer	12/07 - 12/09 7/07 - 01/10
Cyrus Taraporevala Director	Urdang Capital Management, Inc. 630 West Germantown Pike, Suite 300 Plymouth Meeting, PA 19462	Director	10/07 - Present
	Urdang Securities Management, Inc. 630 West Germantown Pike, Suite 300 Plymouth Meeting, PA 19462	Director	10/07 - Present
	The Boston Company Asset Management NY, LLC*	Manager	08/06 – Present
	The Boston Company Asset Management LLC*	Manager	01/08 – Present
	BNY Mellon, National Association+	Senior Vice President	07/06 - Present
	The Bank of New York Mellon*****	Senior Vice President	07/06 - Present
Scott E. Wennerholm Director	Mellon Capital Management Corporation***	Director	10/05 - Present
	Newton Management Limited London, England	Director	1/06 - Present
	Gannett Welsh & Kotler LLC	Manager	11/07 - Present
	222 Berkley Street Boston, MA 02116	Administrator	11/07 - Present
	BNY Alcentra Group Holdings, Inc. ++	Director	10/07 - Present
	Ivy Asset Management Corp. One Jericho Plaza Jericho, NY 11753	Director	12/07 - Present
	Urdang Capital Management, Inc. 630 West Germantown Pike, Suite 300 Plymouth Meeting, PA 19462	Director	10/07 - Present
	Urdang Securities Management, Inc. 630 West Germantown Pike, Suite 300 Plymouth Meeting, PA 19462	Director	10/07 - Present
	EACM Advisors LLC 200 Connecticut Avenue Norwalk, CT 06854-1940	Manager	6/04 - Present
Scott E. Wennerholm Director (continued)	Franklin Portfolio Associates LLC*	Manager	1/06 - Present
	The Boston Company Asset Management NY, LLC*	Manager	10/07 - Present
	The Boston Company Asset Management LLC*	Manager	10/05 - Present
	Pareto Investment Management Limited London, England	Director	3/06 - Present
	Standish Mellon Asset Management Company, LLC Mellon Financial Center 201 Washington Street Boston, MA 02108-4408	Member, Board of Managers	10/05 - Present
	The Boston Company Holding, LLC*	Member, Board of Managers	4/06 - Present
	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 Senior Vice President	4/06 - 6/08 10/05 - 6/08
	MAM (DE) Trust+++++	Member of Board of Trustees	1/07 - Present
	MAM (MA) Holding Trust+++++	Member of Board of Trustees	1/07 - Present
Bradley J. Skapyak Chief Operating Officer and Director	MBSC Securities Corporation++	Executive Vice President	6/07 - Present
	The Bank of New York Mellon****	Senior Vice President	4/07 - Present
	The Dreyfus Family of Funds++	President	1/10 - Present
	Dreyfus Transfer, Inc. ++	Senior Vice President Director	5/10  - Present 5/10  - Present
Dwight Jacobsen Executive Vice President and Director	None
Patrice M. Kozlowski Senior Vice President – Corporate Communications	None
Gary Pierce Controller	The Bank of New York Mellon *****	Vice President	7/08 - Present
	BNY Mellon, National Association +	Vice President	7/08 - Present
	The Dreyfus Trust Company+++	Chief Financial Officer Treasurer	7/05 - 6/08 7/05 - 6/08
	Laurel Capital Advisors, LLP+	Chief Financial Officer	5/07 - Present
	MBSC Securities Corporation++	Director Chief Financial Officer	6/07 - Present 6/07 - Present
	Founders Asset Management, LLC****	Assistant Treasurer	7/06 - 12/09
	Dreyfus Consumer Credit Corporation ++	Treasurer	7/05 - 08/10
	Dreyfus Transfer, Inc. ++	Chief Financial Officer	7/05 - Present
	Dreyfus Service Organization, Inc.++	Treasurer	7/05 - Present
	Seven Six Seven Agency, Inc. ++	Treasurer	4/99 - Present
Joseph W. Connolly Chief Compliance Officer	The Dreyfus Family of Funds++	Chief Compliance Officer	10/04 - Present
	Laurel Capital Advisors, LLP+	Chief Compliance Officer	4/05 - Present
	BNY Mellon Funds Trust++	Chief Compliance Officer	10/04 - Present
	MBSC Securities Corporation++	Chief Compliance Officer	6/07 – Present
Gary E. Abbs Vice President – Tax	The Bank of New York Mellon+	First Vice President and Manager of Tax Compliance	12/96 – Present
	Dreyfus Service Organization++	Vice President – Tax	01/09 – Present
	Dreyfus Consumer Credit Corporation++	Chairman President	01/09 – 08/10 01/09 – 08/10
	MBSC Securities Corporation++	Vice President – Tax	01/09 – Present
Jill Gill Vice President – Human Resources	MBSC Securities Corporation++	Vice President	6/07 – Present
	The Bank of New York Mellon *****	Vice President	7/08 – Present
	BNY Mellon, National Association +	Vice President	7/08 - Present
	Mellon Bank N.A. +	Vice President	10/06 – 6/08
Joanne S. Huber Vice President – Tax	The Bank of New York Mellon+	State & Local Compliance Manager	07/1/07 – Present
	Dreyfus Service Organization++	Vice President – Tax	01/09 – Present
	Dreyfus Consumer Credit Corporation++	Vice President – Tax	01/09 – 08/10
	MBSC Securities Corporation++	Vice President – Tax	01/09 – Present
Anthony Mayo Vice President – Information Systems	None
John E. Lane Vice President	A P Colorado, Inc. +	Vice President – Real Estate and Leases	8/07 - Present
	A P East, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	A P Management, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	A P Properties, Inc. +	Vice President – Real Estate and Leases	8/07 - Present
	Allomon Corporation+	Vice President– Real Estate and Leases	8/07 - Present
	AP Residential Realty, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	AP Wheels, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	BNY Mellon, National Association +	Vice President – Real Estate and Leases	7/08 - Present
	Citmelex Corporation+	Vice President– Real Estate and Leases	8/07 - Present
	Eagle Investment Systems LLC 65 LaSalle Road West Hartford, CT 06107	Vice President– Real Estate and Leases	8/07 - Present
	East Properties Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	FSFC, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	Holiday Properties, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	MBC Investments Corporation+	Vice President– Real Estate and Leases	8/07 - Present
	MBSC Securities Corporation++	Vice President– Real Estate and Leases	8/07 - Present
	MELDEL Leasing Corporation Number 2, Inc. +	Vice President– Real Estate and Leases	7/07 - Present
	Mellon Bank Community Development Corporation+	Vice President– Real Estate and Leases	11/07 - Present
	Mellon Capital Management Corporation+	Vice President– Real Estate and Leases	8/07 - Present
	Mellon Financial Services Corporation #1+	Vice President– Real Estate and Leases	8/07 - Present
	Mellon Financial Services Corporation #4+	Vice President – Real Estate and Leases	7/07 - Present
	Mellon Funding Corporation+	Vice President– Real Estate and Leases	12/07 - Present
John E. Lane Vice President (continued)	Mellon Holdings, LLC+	Vice President– Real Estate and Leases	12/07 - Present
	Mellon International Leasing Company+	Vice President– Real Estate and Leases	7/07 - Present
	Mellon Leasing Corporation+	Vice President– Real Estate and Leases	7/07 - Present
	Mellon Securities Trust Company+	Vice President– Real Estate and Leases	8/07 - 7/08
	Mellon Trust Company of Illinois+	Vice President– Real Estate and Leases	8/07 - 07/08
	Mellon Trust Company of New England, N.A.+	Vice President– Real Estate and Leases	8/07 - 6/08
	Mellon Trust Company of New York LLC++	Vice President– Real Estate and Leases	8/07 - 6/08
	Mellon Ventures, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	Melnamor Corporation+	Vice President– Real Estate and Leases	8/07 - Present
	MFS Leasing Corp. +	Vice President– Real Estate and Leases	7/07 - Present
	MMIP, LLC+	Vice President– Real Estate and Leases	8/07 - Present
	Pareto New York LLC ++	Vice President– Real Estate and Leases	10/07 - Present
	Pontus, Inc. +	Vice President– Real Estate and Leases	7/07 - Present
	Promenade, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	RECR, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	Technology Services Group, Inc.*****	Senior Vice President	6/06 - Present
	Tennesee Processing Center LLC*****	Managing Director	5/08 - Present
		Senior Vice President	4/04 - 5/08
	Texas AP, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	The Bank of New York Mellon*****	Vice President – Real Estate and Leases	7/08 - Present
	The Bank of New York Mellon Corporation*****	Executive Vice President	8/07 - Present
	Trilem, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
Jeanne M. Login Vice President	A P Colorado, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	A P East, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	A P Management, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	A P Properties, Inc. +	Vice President – Real Estate and Leases	8/07 - Present
	Allomon Corporation+	Vice President– Real Estate and Leases	8/07 - Present
	AP Residential Realty, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
Jeanne M. Login Vice President (continued)	AP Wheels, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	APT Holdings Corporation+	Vice President– Real Estate and Leases	8/07 - Present
	BNY Investment Management Services LLC++++	Vice President– Real Estate and Leases	1/01 - Present
	BNY Mellon, National Association +	Vice President – Real Estate and Leases	7/08 - Present
	Citmelex Corporation+	Vice President– Real Estate and Leases	8/07 - Present
	Eagle Investment Systems LLC+	Vice President– Real Estate and Leases	8/07 - Present
	East Properties Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	FSFC, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	Holiday Properties, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	MBC Investments Corporation+	Vice President– Real Estate and Leases	8/07 - Present
	MBSC Securities Corporation++	Vice President– Real Estate and Leases	8/07 - Present
	MELDEL Leasing Corporation Number 2, Inc. +	Vice President– Real Estate and Leases	7/07 - Present
	Mellon Bank Community Development Corporation+	Vice President – Real Estate and Leases	11/07 - Present
	Mellon Capital Management Corporation+	Vice President– Real Estate and Leases	8/07 - Present
	Mellon Financial Services Corporation #1+	Vice President– Real Estate and Leases	8/07 - Present
	Mellon Financial Services Corporation #4+	Vice President – Real Estate and Leases	7/07 - Present
	Mellon Funding Corporation+	Vice President – Real Estate and Leases	12/07 - Present
	Mellon Holdings LLC+	Vice President – Real Estate and Leases	12/07 - Present
	Mellon International Leasing Company+	Vice President– Real Estate and Leases	7/07 - Present
	Mellon Leasing Corporation+	Vice President– Real Estate and Leases	7/07 - Present
	Mellon Securities Trust Company+	Vice President – Real Estate and Leases	8/07 - 7/08
	Mellon Trust of New England, N.A. *	Vice President – Real Estate and Leases	8/07 - 6/08
	Mellon Trust Company of Illinois+	Vice President– Real Estate and Leases	8/07 - 7/08
	MFS Leasing Corp. +	Vice President– Real Estate and Leases	7/07 - Present
	MMIP, LLC+	Vice President– Real Estate and Leases	8/07 - Present
	Pontus, Inc. +	Vice President– Real Estate and Leases	7/07 - Present
	Promenade, Inc. +	Vice President – Real Estate and Leases	8/07 - Present
Jeanne M. Login Vice President (continued)	RECR, Inc. +	Vice President – Real Estate and Leases	8/07 - Present
	Tennesee Processing Center LLC*****	Managing Director	5/08 - Present
		Senior Vice President	4/04 - 5/08
	Texas AP, Inc. +	Vice President – Real Estate and Leases	8/07 - Present
	The Bank of New York Mellon*****	Vice President – Real Estate and Leases	7/08 - Present
	Trilem, Inc. +	Vice President – Real Estate and Leases	8/07 - Present
James Bitetto Secretary	The Dreyfus Family of Funds++	Vice President and Assistant Secretary	8/05 - Present
	MBSC Securities Corporation++	Assistant Secretary	6/07 - Present
	Dreyfus Service Organization, Inc.++	Secretary	8/05 - Present
	The Dreyfus Consumer Credit Corporation++	Vice President	2/02 - 08/10
	Founders Asset Management LLC****	Assistant Secretary	3/09 - 12/09

*	The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108.
**	The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104.
***	The address of the business so indicated is 50 Fremont Street, Suite 3900, San Francisco, California 94104.
****	The address of the business so indicated is 210 University Blvd., Suite 800, Denver, Colorado 80206.
*****	The address of the business so indicated is One Wall Street, New York, New York 10286.
+	The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258.
++	The address of the business so indicated is 200 Park Avenue, New York, New York 10166.
+++	The address of the business so indicated is 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.
++++	The address of the business so indicated is White Clay Center, Route 273, Newark, Delaware 19711.
+++++	The address of the business so indicated is 4005 Kennett Pike, Greenville, DE 19804.

Item 32.Principal Underwriters

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

Advantage Funds, Inc.

BNY Mellon Funds Trust

CitizensSelect Funds

Dreyfus Appreciation Fund, Inc.

Dreyfus BASIC Money Market Fund, Inc.

Dreyfus BASIC U.S. Government Money Market Fund

Dreyfus BASIC U.S. Mortgage Securities Fund

Dreyfus Bond Funds, Inc.

Dreyfus Cash Management

Dreyfus Cash Management Plus, Inc.

Dreyfus Connecticut Municipal Money Market Fund, Inc.

Dreyfus Dynamic Alternatives Fund, Inc.

Dreyfus Funds, Inc.

The Dreyfus Fund Incorporated

Dreyfus Government Cash Management Funds

Dreyfus Growth and Income Fund, Inc.

Dreyfus Index Funds, Inc.

Dreyfus Institutional Cash Advantage Funds

Dreyfus Institutional Preferred Money Market Funds

Dreyfus Institutional Reserves Funds

Dreyfus Intermediate Municipal Bond Fund, Inc.

Dreyfus International Funds, Inc.

Dreyfus Investment Funds

Dreyfus Investment Grade Funds, Inc.

Dreyfus Investment Portfolios

The Dreyfus/Laurel Funds, Inc.

The Dreyfus/Laurel Funds Trust

The Dreyfus/Laurel Tax-Free Municipal Funds

Dreyfus LifeTime Portfolios, Inc.

Dreyfus Liquid Assets, Inc.

Dreyfus Manager Funds I

Dreyfus Manager Funds II

Dreyfus Massachusetts Municipal Money Market Fund

Dreyfus Midcap Index Fund, Inc.

Dreyfus Money Market Instruments, Inc.

Dreyfus Municipal Bond Opportunity Fund

Dreyfus Municipal Cash Management Plus

Dreyfus Municipal Funds, Inc.

Dreyfus Municipal Money Market Fund, Inc.

Dreyfus New Jersey Municipal Bond Fund, Inc.

Dreyfus New Jersey Municipal Money Market Fund, Inc.

Dreyfus New York AMT-Free Municipal Bond Fund

Dreyfus New York AMT-Free Municipal Money Market Fund

Dreyfus New York Municipal Cash Management

Dreyfus New York Tax Exempt Bond Fund, Inc.

Dreyfus Opportunity Funds

Dreyfus Pennsylvania Municipal Money Market Fund

Dreyfus Premier California AMT-Free Municipal Bond Fund, Inc.

Dreyfus Premier GNMA Fund, Inc.

Dreyfus Premier Investment Funds, Inc.

Dreyfus Premier Short-Intermediate Municipal Bond Fund

Dreyfus Premier Worldwide Growth Fund, Inc.

Dreyfus Research Growth Fund, Inc.

Dreyfus State Municipal Bond Funds

Dreyfus Stock Funds

Dreyfus Short-Intermediate Government Fund

The Dreyfus Socially Responsible Growth Fund, Inc.

Dreyfus Stock Index Fund, Inc.

Dreyfus Tax Exempt Cash Management Funds

The Dreyfus Third Century Fund, Inc.

Dreyfus Treasury & Agency Cash Management

Dreyfus Treasury Prime Cash Management

Dreyfus U.S. Treasury Intermediate Term Fund

Dreyfus U.S. Treasury Long Term Fund

Dreyfus 100% U.S. Treasury Money Market Fund

Dreyfus Variable Investment Fund

Dreyfus Worldwide Dollar Money Market Fund, Inc.

General California Municipal Money Market Fund

General Government Securities Money Market Funds, Inc.

General Money Market Fund, Inc.

General Municipal Money Market Funds, Inc.

General New York Municipal Money Market Fund

Strategic Funds, Inc.

(b)
Name and principal Business address	Positions and offices with the Distributor	Positions and Offices with Registrant
Jon R. Baum*	Chief Executive Officer and Chairman of the Board	None
Ken Bradle**	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
John M. Donaghey***	Executive Vice President and Director	None
Dwight D. Jacobsen*	Executive Vice President and Director	None
Mark A. Keleher*****	Executive Vice President	None
James D. Kohley***	Executive Vice President	None
Jeffrey D. Landau*	Executive Vice President and Director	None
William H. Maresca*	Executive Vice President and Director	None
Timothy M. McCormick*	Executive Vice President	None
David K. Mossman***	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	President
Gary Pierce*	Chief Financial Officer and Director	None
Tracy Hopkins*	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
Kevin L. O’Shea***	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
Stewart Rosen*	Vice President – Facilities Management	None
Natalia Gribas*	Vice President – Compliance and Anti-Money Laundering Officer	Anti-Money Laundering Compliance Officer
Karin L. Waldmann*	Privacy Officer	None
Gary E. Abbs***	Vice President - Tax	None
Timothy I. Barrett**	Vice President	None
Gina DiChiara*	Vice President	None
Jill Gill*	Vice President	None
Joanne S. Huber***	Vice President - Tax	None
John E. Lane******	Vice President – Real Estate and Leases	None
Jeanne M. Login******	Vice President – Real Estate and Leases	None
Donna M. Impagliazzo**	Vice President – Compliance	None
Edward A. Markward*	Vice President – Compliance	None
Anthony Nunez*	Vice President – Finance	None
William Schalda*	Vice President	None
John Shea*	Vice President – Finance	None
Christopher A. Stallone**	Vice President	None
Susan Verbil*	Vice President – Finance	None
William Verity*	Vice President – Finance	None
James Windels*	Vice President	Treasurer
James Bitetto*	Assistant Secretary	Vice President and Assistant Secretary
James D. Muir*	Assistant Secretary	None
Barbara J. Parrish***	Assistant Secretary	None
Cristina Rice***	Assistant Secretary	None

*	Principal business address is 200 Park Avenue, New York, NY 10166.
**	Principal business address is 144 Glenn Curtiss Blvd., Uniondale, NY 11556-0144.
***	Principal business address is One Mellon Bank Center, Pittsburgh, PA 15258.
****	Principal business address is One Boston Place, Boston, MA 02108.
*****	Principal business address is 50 Fremont Street, Suite 3900, San Francisco, CA 94104.
******	Principal business address is 101 Barclay Street, New York 10286.

Item 33.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 34.Management Services

                  Not Applicable

Item 35.Undertakings

                  None

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York on the 14^th day of April 2011.

DREYFUS STOCK INDEX FUND, INC.

BY:      /s/ Bradley J. Skapyak*

            Bradley J. Skapyak, PRESIDENT

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

Signatures	Title	Date
/s/ Bradley J. Skapyak* Bradley J. Skapyak	President (Principal Executive Officer)	04/14/11
/s/ Jim Windels* Jim Windels	Treasurer (Principal Financial and Accounting Officer)	04/14/11
s/ Joseph S. DiMartino* Joseph S. DiMartino	Chairman of the Board of Trustees	04/14/11
/s/ Peggy C. Davis * Peggy C. Davis	Trustee	04/14/11
/s/ David P. Feldman* David P. Feldman	Trustee	04/14/11
/s/ Ehud Houminer* Ehud Houminer	Trustee	04/14/11
/s/ Martin Peretz* Martin Peretz	Trustee	04/14/11

*BY:    /s/ Michael A. Rosenberg

            Michael A. Rosenberg

            Attorney-in-Fact

Dreyfus Stock Index Fund, Inc.

INDEX OF EXHIBITS

      (e)(i)          Distribution Agreement.

(g)              Custody Agreement.

(j)               Consent of Independent Registered Public Accounting Firm.

EX-99.B6

AMENDED AND RESTATED

DISTRIBUTION AGREEMENT

October 1, 2010

MBSC Securities Corporation

200 Park Avenue

New York, New York 10166

Ladies and Gentlemen:

This is to confirm that, in consideration of the agreements hereinafter contained, each investment company identified on Exhibit A hereto, as such Exhibit may be amended from time to time (each, the "Fund"), has agreed that you shall be, for the period of this agreement, the distributor of (a) shares of each series of the Fund set forth on Exhibit A hereto, as such Exhibit may be revised from time to time (each, a "Series") or (b) if no Series are set forth on such Exhibit, shares of the Fund.  For purposes of this agreement the term "Shares" shall mean the authorized shares of the relevant Series, if any, and otherwise shall mean the Fund's authorized shares.

1.Services as Distributor

1.1You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing. 

1.2You agree to use your best efforts to solicit orders for the sale of Shares.  It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal. 

1.3You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended. 

1.4Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination. 

1.5The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in

connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.

1.6The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification.  You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.

1.7The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct.  The Fund also shall furnish you upon request with:  (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request. 

1.8The Fund represents to you that all registration statements and prospectuses 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, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder.  As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission.  The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.  The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to

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any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable.  If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made.  The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. 

1.9The Fund authorizes you to use any prospectus in the form furnished to you from time to time, in connection with the sale of Shares.  The Fund agrees to indemnify, defend and hold you, your several officers and directors, and any person who controls you within the meaning of Section 15 of the Securities Act of 1933, as amended, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which you, your officers and directors, or any such controlling person, may incur under the Securities Act of 1933, as amended, or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or any prospectus or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either any registration statement or any prospectus or necessary to make the statements in either thereof not misleading; provided, however, that the Fund's agreement to indemnify you, your officers or directors, and any such controlling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement or prospectus in reliance upon and in conformity with written information furnished to the Fund by you specifically for use in the preparation thereof.  The Fund's agreement to indemnify you, your officers and directors, and any such controlling person, as aforesaid, is expressly conditioned upon the Fund's being notified of any action brought against you, your officers or directors, or any such controlling person, such notification to be given by letter addressed to the Fund at its address set forth above within ten days after the summons or other first legal process shall have been served. The failure so to notify the Fund of any such action shall not relieve the Fund from any liability which the Fund may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Fund's indemnity agreement contained in this paragraph 1.9.  The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Fund and approved by you.  In the event the Fund elects to assume the defense of any such suit and retain counsel of good standing approved by you, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case you do not approve of counsel chosen by the Fund, the Fund will reimburse you, your officers and directors, or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by you or them.  The Fund's indemnification agreement contained in this paragraph 1.9 and the Fund's representations and warranties in this agreement shall remain operative and in full force and

-3-

effect regardless of any investigation made by or on behalf of you, your officers and directors, or any controlling person, and shall survive the delivery of any Shares.  This agreement of indemnity will inure exclusively to your benefit, to the benefit of your several officers and directors, and their respective estates, and to the benefit of any controlling persons and their successors.  The Fund agrees promptly to notify you of the commencement of any litigation or proceedings against the Fund or any of its officers or Board members in connection with the issue and sale of Shares.

1.10You agree to indemnify, defend and hold the Fund, its several officers and Board members, and any person who controls the Fund within the meaning of Section 15 of the Securities Act of 1933, as amended, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Fund, its officers or Board members, or any such controlling person, may incur under the Securities Act of 1933, as amended, or under common law or otherwise, but only to the extent that such liability or expense incurred by the Fund, its officers or Board members, or such controlling person resulting from such claims or demands, shall arise out of or be based upon any untrue, or alleged untrue, statement of a material fact contained in information furnished in writing by you to the Fund specifically for use in the Fund's registration statement and used in the answers to any of the items of the registration statement or in the corresponding statements made in the prospectus, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by you to the Fund and required to be stated in such answers or necessary to make such information not misleading.  Your agreement to indemnify the Fund, its officers and Board members, and any such controlling person, as aforesaid, is expressly conditioned upon your being notified of any action brought against the Fund, its officers or Board members, or any such controlling person, such notification to be given by letter addressed to you at your address set forth above within ten days after the summons or other first legal process shall have been served.  You shall have the right to control the defense of such action, with counsel of your own choosing, satisfactory to the Fund, if such action is based solely upon such alleged misstatement or omission on your part, and in any other event the Fund, its officers or Board members, or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action.  The failure so to notify you of any such action shall not relieve you from any liability which you may have to the Fund, its officers or Board members, or to such controlling person by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of your indemnity agreement contained in this paragraph 1.10.  This agreement of indemnity will inure exclusively to the Fund's benefit, to the benefit of the Fund's officers and Board members, and their respective estates, and to the benefit of any controlling persons and their successors.

You agree promptly to notify the Fund of the commencement of any litigation or proceedings against you or any of your officers or directors in connection with the issue and sale of Shares.

1.11No Shares shall be offered by either you or the Fund under any of the provisions of this agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Fund if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the

-4-

provisions of the Securities Act of 1933, as amended, or if and so long as a current prospectus as required by Section 10 of said Act, as amended, is not on file with the Securities and Exchange Commission; provided, however, that nothing contained in this paragraph 1.11 shall in any way restrict or have an application to or bearing upon the Fund's obligation to repurchase any Shares from any shareholder in accordance with the provisions of the Fund's prospectus or charter documents.

1.12The Fund agrees to advise you immediately in writing:

(a)of any request by the Securities and Exchange Commission for amendments to the registration statement or prospectus then in effect or for additional information;

(b)in the event of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of the registration statement or prospectus then in effect or the initiation of any proceeding for that purpose;

(c)of the happening of any event which makes untrue any statement of a material fact made in the registration statement or prospectus then in effect or which requires the making of a change in such registration statement or prospectus in order to make the statements therein not misleading; and

(d)of all actions of the Securities and Exchange Commission with respect to any amendments to any registration statement or prospectus which may from time to time be filed with the Securities and Exchange Commission.

1.13You represent and warrant that, to the extent required by applicable law, you have adopted policies and procedures to comply with all applicable anti-money laundering, customer identification, suspicious activity, currency transaction reporting and similar laws and regulations including the Bank Secrecy Act, as amended by the USA PATRIOT Act, and the regulations thereunder, and Financial Industry Regulatory Authority Rule 3310.  You also represent and warrant that, if purchasing or selling shares in securities brokerage accounts for which you act as introducing broker, you will not purchase or sell Fund shares on behalf of any person on the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control (“OFAC”), or other similar governmental lists, or in contravention of any OFAC maintained sanctions program.  You agree (i) to share information with the Fund for purposes of ascertaining whether a suspicious activity report (“SAR”) is warranted with respect to any suspicious transaction involving shares, provided that neither you nor the Fund is the subject of the SAR and (ii) to include in selling agreements with intermediaries into which you shall enter with respect to the sale of Fund shares, contractual provisions regarding the anti-money laundering compliance obligations of the intermediary.  You also represent and warrant that you have filed the requisite certification with the Financial Crimes Enforcement Network to allow us to share information pursuant to Section 314(b) of the USA PATRIOT Act.

-5-

2.Offering Price

Shares of any class of the Fund offered for sale by you shall be offered for sale at a price per share (the "offering price") approximately equal to (a) their net asset value (determined in the manner set forth in the Fund's charter documents) plus (b) a sales charge, if any and except to those persons set forth in the then-current prospectus, which shall be the percentage of the offering price of such Shares as set forth in the Fund's then-current prospectus.  The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent.  In addition, Shares of any class of the Fund offered for sale by you may be subject to a contingent deferred sales charge as set forth in the Fund's then-current prospectus. You shall be entitled to receive any sales charge or contingent deferred sales charge in respect of the Shares.  Any payments to dealers shall be governed by a separate agreement between you and such dealer and the Fund's then-current prospectus.

3.Term

This agreement shall continue until the date (the "Reapproval Date") set forth on Exhibit A hereto (and, if the Fund has Series, a separate Reapproval Date shall be specified on Exhibit A for each Series), and thereafter shall continue automatically for successive annual periods ending on the day (the "Reapproval Day") of each year set forth on Exhibit A hereto, provided such continuance is specifically approved at least annually by (i) the Fund's Board or (ii) vote of a majority (as defined in the Investment Company Act of 1940) of the Shares of the Fund or the relevant Series, as the case may be, provided that in either event its continuance also is approved by a majority of the Board members who are not "interested persons" (as defined in said Act) of any party to this agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.  This agreement is terminable without penalty, on 60 days' notice, (a) by vote of holders of a majority of the Fund's or, as to any relevant Series, such Series' outstanding voting securities, or (b) by the Fund's Board as to the Fund or the relevant Series, as the case may be, or (c) by you.  This agreement also will terminate automatically, as to the Fund or the relevant Series, as the case may be, in the event of its assignment (as defined in said Act). 

4.Miscellaneous

4.1       The Fund recognizes that from time to time your directors, officers and employees may serve as trustees, directors, partners, officers and employees of other business trusts, corporations, partnerships, or other entities (including other investment companies) and that such other entities may include the name "Dreyfus" as part of their name, and that your corporation or its affiliates may enter into distribution or other agreements with such other entities.  If you cease to act as the distributor of the Fund's shares or if The Dreyfus Corporation ceases to act as the Fund's investment adviser or administrator, the Fund agrees that, at the request of The Dreyfus Corporation, the Fund will take all necessary action to change the name of the Fund to a name not including "Dreyfus" in any form or combination of words.

4.2       This agreement has been executed on behalf of the Fund by the undersigned officer of the Fund in his or her capacity as an officer of the Fund.  The obligations

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of this agreement shall only be binding upon the assets and property of the relevant Series and shall not be binding upon any Board member, officer or shareholder of the Fund individually.

[Remainder of page intentionally left blank]

-7-

Please confirm that the foregoing is in accordance with your understanding and indicate your acceptance hereof by signing below, whereupon it shall become a binding agreement between us. 

Very truly yours,

FUNDS LISTED ON EXHIBIT A HERETO

By:      /s/ Bradley J. Skapyak                        

Accepted:

MBSC SECURITIES CORPORATION

By:      /s/ Jonathan R. Baum                         

-8-

ADDENDUM TO AMENDED AND RESTATED

DISTRIBUTION AGREEMENT DATED OCTOBER 1, 2010

            Notwithstanding anything to the contrary in the Distribution Agreement between the Fund and MBSC Securities Corporation (the "Distributor") or the Distribution Plan adopted by the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), any contingent deferred sales charge ("CDSC") imposed on Class B shares and Distribution Plan fees attributable to Class B shares of the Fund issued in connection with (i) the exchange of shares originally issued by a series of The Bear Stearns Funds (the "Trust") or (ii) the reorganization of any such series of the Trust, shall be payable to Bear, Stearns & Co. Inc. ("Predecessor Distributor") as compensation for services rendered in connection with such original issuance.

            The services rendered by the Predecessor Distributor for which it is entitled to receive such CDSC and Distribution Plan fee payments shall be deemed to have been completed at the time of the initial sale of the shares, and such payments shall be made to the Predecessor Distributor regardless of a termination of the Predecessor Distributor as principal underwriter of the shares of the relevant series of the Trust or the termination and liquidation of such series. 

            The Fund's obligation to pay the Predecessor Distributor the fees and CDSCs as described herein shall not be terminated or modified for any reason (including a termination of the Distribution Agreement between the Fund and the Distributor) except to the extent required by a change in the 1940 Act, the rules and regulations thereunder, or the Conduct Rules of the Financial Industry Regulatory Authority, in each case enacted or promulgated after the date hereof, or, as to fees payable pursuant to the Fund's Distribution Plan, in connection with the complete termination of such Plan.

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EXHIBIT A

Fund	Series	Reapproval Date	Reapproval Day
Advantage Funds, Inc.	Dreyfus Emerging Leaders Fund	March 30, 2011	March 30
	Dreyfus Global Absolute Return Fund	March 30, 2011	March 30
	Dreyfus Global Real Return Fund	March 30, 2012
	Dreyfus International Value Fund	March 30, 2011	March 30
	Dreyfus Midcap Value Fund	March 30, 2011	March 30
	Dreyfus Opportunistic Small Cap Fund	March 30, 2011	March 30
	Dreyfus Strategic Value Fund	March 30, 2011	March 30
	Dreyfus Structured Midcap Fund	March 30, 2011	March 30
	Dreyfus Technology Growth Fund	March 30, 2011	March 30
	Dreyfus Total Return Advantage Fund	March 30, 2011	March 30
	Global Alpha Fund	March 30, 2011	March 30
BNY Mellon Funds Trust	BNY Mellon Balanced Fund	June 1, 2011	June 1
	BNY Mellon Bond Fund	June 1, 2011	June 1
	BNY Mellon Emerging Markets Fund	June 1, 2011	June 1
	BNY Mellon Focused Equity Opportunities Fund	June 1, 2011	June 1
	BNY Mellon Income Stock Fund	June 1, 2011	June 1
	BNY Mellon Intermediate Bond Fund	June 1, 2011	June 1
	BNY Mellon Intermediate U.S. Government Fund	June 1, 2011	June 1
	BNY Mellon International Appreciation Fund	June 1, 2011	June 1
	BNY Mellon International Fund	June 1, 2011	June 1
	BNY Mellon Large Cap Market Opportunities Fund	June 1, 2012	June 1
	BNY Mellon Large Cap Stock Fund	June 1, 2011	June 1
	BNY Mellon Massachusetts Intermediate Municipal Bond Fund	June 1, 2011	June 1
	BNY Mellon Mid Cap Stock Fund	June 1, 2011	June 1
	BNY Mellon Money Market Fund	June 1, 2011	June 1
	BNY Mellon Municipal Opportunities Fund	June 1, 2011	June 1
	BNY Mellon National Intermediate Municipal Bond Fund	June 1, 2011	June 1
	BNY Mellon National Municipal Money Market Fund	June 1, 2011	June 1
	BNY Mellon National Short-Term Muni Bond Fund	June 1, 2011	June 1
	BNY Mellon New York Intermediate Tax-Exempt Bond Fund	June 1, 2011	June 1
	BNY Mellon Pennsylvania Intermediate Municipal Bond Fund	June 1, 2011	June 1
	BNY Mellon Short-Term U.S. Government Securities Fund	June 1, 2011	June 1
	BNY Mellon Small Cap Stock Fund	June 1, 2011	June 1
	BNY Mellon Small/Mid Cap Fund	June 1, 2011	June 1
	BNY Mellon Tax-Sensitive Large Cap Multi-Strategy Fund	June 1, 2012	June 1
	BNY Mellon US Core Equity 130/30 Fund	June 1, 2011	June 1
CitizensSelect Funds	CitizensSelect Prime Money Market Fund	August 31, 2011	August 31
	CitizensSelect Treasury Money Market Fund	August 31, 2011	August 31
Dreyfus Appreciation Fund, Inc.		September 5, 2011	September 5
Dreyfus BASIC Money Market Fund, Inc.		September 11, 2011	September 11
Dreyfus BASIC U.S. Government Money Market Fund		September 11, 2011	September 11
Dreyfus BASIC U.S. Mortgage Securities Fund		November 9, 2011	November 9
Dreyfus Bond Funds, Inc.	Dreyfus Municipal Bond Fund	November 30, 2011	November 30
Dreyfus Cash Management		June 11, 2011	June 11
Dreyfus Cash Management Plus, Inc.		June 11, 2011	June 11
Dreyfus Connecticut Municipal Money Market Fund, Inc.		November 30, 2011	November 30
Dreyfus Dynamic Alternatives Fund, Inc.		August 31, 2011	August 31
The Dreyfus Fund Incorporated		June 30, 2011	June 30
Dreyfus Funds, Inc.	Dreyfus Equity Growth Fund	April 4, 2011	April 4
	Dreyfus Mid-Cap Growth Fund	April 4, 2011	April 4
Dreyfus Government Cash Management Funds	Dreyfus Government Cash Management	June 11, 2011	June 11
	Dreyfus Government Prime Cash Management	June 11, 2011	June 11
Dreyfus Growth and Income Fund, Inc.		March 30, 2011	March 30
Dreyfus Index Funds, Inc.	Dreyfus International Stock Index Fund	May 14, 2011	May 14
	Dreyfus S&P 500 Index Fund	May 14, 2011	May 14
	Dreyfus Smallcap Stock Index Fund	May 14, 2011	May 14
Dreyfus Institutional Cash Advantage Funds	Dreyfus Institutional Cash Advantage Fund	August 31, 2011	August 31
	Dreyfus Institutional Cash Advantage Plus Fund	August 31, 2011	August 31
Dreyfus Institutional Preferred Money Market Funds	Dreyfus Institutional Preferred Money Market Fund	August 31, 2011	August 31
	Dreyfus Institutional Preferred Plus Money Market Fund	August 31, 2011	August 31
Dreyfus Institutional Reserves Funds	Dreyfus Institutional Reserves Treasury Prime Fund	August 31, 2011	August 31
	Dreyfus Institutional Reserves Treasury Fund	August 31, 2011	August 31
	Dreyfus Institutional Reserves Money Fund	August 31, 2011	August 31
Dreyfus Intermediate Municipal Bond Fund, Inc.		November 30, 2011	November 30
Dreyfus International Funds, Inc.	Dreyfus Brazil Equity Fund	March 30, 2011	March 30
	Dreyfus Emerging Markets Fund	March 30, 2011	March 30
Dreyfus Investment Funds	Dreyfus/Newton International Equity Fund	April 4, 2011	April 4
	Dreyfus/Standish Fixed Income Fund	April 4, 2011	April 4
	Dreyfus/Standish Global Fixed Income Fund	April 4, 2011	April 4
	Dreyfus/Standish Intermediate Tax Exempt Bond Fund	April 4, 2011	April 4
	Dreyfus/Standish International Fixed Income Fund	April 4, 2011	April 4
	Dreyfus/The Boston Company Emerging Markets Core Equity Fund	April 4, 2011	April 4
	Dreyfus/The Boston Company International Core Equity Fund	April 4, 2011	April 4
	Dreyfus/The Boston Company Large Cap Core Fund	April 4, 2011	April 4
	Dreyfus/The Boston Company Small/Mid Cap Growth Fund	April 4, 2011	April 4
	Dreyfus/The Boston Company Small Cap Growth Fund	April 4, 2011	April 4
	Dreyfus/The Boston Company Small Cap Tax-Sensitive Equity Fund	April 4, 2011	April 4
	Dreyfus/The Boston Company Small Cap Value Fund	April 4, 2011	April 4
Dreyfus Investment Grade Funds, Inc.	Dreyfus Inflation Adjusted Securities Fund	July 29, 2011	July 29
	Dreyfus Intermediate Term Income Fund	July 29, 2011	July 29
	Dreyfus Short Term Income Fund	July 29, 2011	July 29
Dreyfus Investment Portfolios	Core Value Portfolio	August 31, 2011	August 31
	MidCap Stock Portfolio	August 31, 2011	August 31
	Small Cap Stock Index Portfolio	August 31, 2011	August 31
	Technology Growth Portfolio	August 31, 2011	August 31
Dreyfus/Laurel Funds, Inc.	Dreyfus AMT-Free Municipal Reserves	April 4, 2011	April 4
	Dreyfus BASIC S&P 500 Stock Index Fund	April 4, 2011	April 4
	Dreyfus Bond Market Index Fund	April 4, 2011	April 4
	Dreyfus Core Equity Fund	April 4, 2011	April 4
	Dreyfus Disciplined Stock Fund	April 4, 2011	April 4
	Dreyfus Money Market Reserves	April 4, 2011	April 4
	Dreyfus Small Cap Fund	April 4, 2011	April 4
	Dreyfus Strategic Income Fund	April 4, 2011	April 4
	Dreyfus Tax Managed Growth Fund	April 4, 2011	April 4
	Dreyfus U.S. Treasury Reserves	April 4, 2011	April 4
Dreyfus/Laurel Funds Trust	Dreyfus Core Value Fund	April 4, 2011	April 4
	Dreyfus Emerging Markets Debt Local Currency Fund	April 4, 2011	April 4
	Dreyfus Equity Income Fund	April 4, 2011	April 4
	Dreyfus Global Equity Income Fund	April 4, 2011	April 4
	Dreyfus High Yield Fund	April 4, 2011	April 4
	Dreyfus Institutional Income Advantage Fund	April 14, 2012	April 4
	Dreyfus International Bond Fund	April 14, 2011	April 4
Dreyfus/Laurel Tax-Free Municipal Funds	Dreyfus BASIC California Muni MM Fund	April 4, 2011	April 4
	Dreyfus BASIC Massachusetts Muni MM Fund	April 4, 2011	April 4
	Dreyfus BASIC New York Municipal Money Market  Fund-Investor Shares	April 4, 2011	April 4
Dreyfus LifeTime Portfolios, Inc.	Growth and Income	February 2, 2011	February 2
Dreyfus Liquid Assets, Inc.		October 14, 2011	October 14
Dreyfus Manager Funds I	Dreyfus Alpha Growth Fund	April 16, 2011	April 16
	Dreyfus Research Core Fund	April 16, 2011	April 16
	Dreyfus S&P STARS Opportunities Fund	April 16, 2011	April 16
Dreyfus Manager Funds II	Dreyfus Balanced Opportunity Fund	May 14, 2011	May 14
Dreyfus Massachusetts Municipal Money Market Fund		November 30, 2011	November 30
Dreyfus MidCap Index Fund, Inc.		May 14, 2011	May 14
Dreyfus Money Market Instruments, Inc.	Government Securities Series	March 31, 2011	March 31
	Money Market Series	March 31, 2011	March 31
Dreyfus Municipal Bond Opportunity Fund		September 5, 2011	September 5
Dreyfus Municipal Cash Management Plus		June 11, 2011	June 11
Dreyfus Municipal Funds, Inc.	Dreyfus AMT-Free Municipal Bond Fund	November 30, 2011	November 30
	Dreyfus BASIC Municipal Money Market Fund	November 30, 2011	November 30
	Dreyfus BASIC New Jersey Municipal Money Market Fund	November 30, 2011	November 30
	Dreyfus High Yield Municipal Bond Fund	November 30, 2011	November 30
Dreyfus Municipal Money Market Fund, Inc.		November 30, 2011	November 30
Dreyfus New Jersey Municipal Bond Fund, Inc.		July 31, 2011	July 31
Dreyfus New Jersey Municipal Money Market Fund, Inc.		November 30, 2011	November 30
Dreyfus New York AMT-Free Municipal Bond Fund		November 30, 2011	November 30
Dreyfus New York AMT-Free Municipal Money Market Fund		September 5, 2011	September 5
Dreyfus New York Municipal Cash Management		June 11, 2011	June 11
Dreyfus New York Tax Exempt Bond Fund, Inc.		November 30, 2011	November 30
Dreyfus Opportunity Funds	Dreyfus Global Sustainability Fund	August 31, 2011	August 31
	Dreyfus Natural Resources Fund	August 31, 2011	August 31
Dreyfus Pennsylvania Municipal Money Market Fund		November 30, 2011	November 30
Dreyfus Premier California AMT-Free Municipal Bond Fund, Inc.	Dreyfus California AMT-Free Municipal Bond Fund	November 30, 2011	November 30
Dreyfus Premier GNMA Fund, Inc.	Dreyfus GNMA Fund	November 30, 2011	November 30
Dreyfus Premier Investment Funds, Inc.	Dreyfus Diversified Global Fund	July 31, 2011	July 31
	Dreyfus Diversified International Fund	July 31, 2011	July 31
	Dreyfus Diversified Large Cap Fund	July 31, 2011	July 31
	Dreyfus Emerging Asia Fund	July 31, 2011	July 31
	Dreyfus Global Real Estate Securities	July 31, 2011	July 31
	Dreyfus Greater China Fund	July 31, 2011	July 31
	Dreyfus Large Cap Equity Fund	July 31, 2011	July 31
	Dreyfus Large Cap Growth Fund	July 31, 2011	July 31
	Dreyfus Large Cap Value Fund	July 31, 2011	July 31
	Dreyfus Satellite Alpha Fund	July 31, 2011	July 31
Dreyfus Premier Short-Intermediate Municipal Bond Fund	Dreyfus Short-Intermediate Municipal Bond Fund	February 9, 2011	February 9
Dreyfus Premier Worldwide Growth Fund, Inc.	Dreyfus Worldwide Growth Fund	September 5, 2011	September 5
Dreyfus Research Growth Fund, Inc.		March 30, 2011	March 30
Dreyfus Short-Intermediate Government Fund		December 4, 2011	December 4
The Dreyfus Socially Responsible Growth Fund, Inc.		July 29, 2011	July 29
Dreyfus State Municipal Bond Funds	Dreyfus Connecticut Fund	September 5, 2011	September 5
	Dreyfus Maryland Fund	September 5, 2011	September 5
	Dreyfus Massachusetts Fund	September 5, 2011	September 5
	Dreyfus Minnesota Fund	September 5, 2011	September 5
	Dreyfus Ohio Fund	September 5, 2011	September 5
	Dreyfus Pennsylvania Fund	September 5, 2011	September 5
Dreyfus Stock Funds	Dreyfus International Equity Fund	November 30, 2011	November 30
	Dreyfus Small Cap Equity Fund	November 30, 2011	November 30
Dreyfus Stock Index Fund, Inc.		May 14, 2011	May 14
Dreyfus Tax Exempt Cash Management Funds	Dreyfus California AMT-Free Municipal Cash Management	June 11, 2011	June 11
	Dreyfus New York AMT-Free Municipal Cash Management	June 11, 2011	June 11
	Dreyfus Tax Exempt Cash Management	June 11, 2011	June 11
The Dreyfus Third Century Fund, Inc.		August 31, 2011	August 31
Dreyfus Treasury & Agency Cash Management		June 11, 2011	June 11
Dreyfus Treasury Prime Cash Management		June 11, 2011	June 11
Dreyfus 100% U.S. Treasury Money Market Fund		November 9, 2011	November 9
Dreyfus U.S. Treasury Intermediate Term Fund		November 9, 2011	November 9
Dreyfus U.S. Treasury Long Term Fund		November 9, 2000	November 9
Dreyfus Variable Investment Fund	Appreciation Portfolio	March 31, 2011	March 31
	Opportunistic Small Cap Portfolio	March 31, 2011	March 31
	Growth and Income Portfolio	March 31, 2011	March 31
	International Equity Portfolio	March 31, 2011	March 31
	International Value Portfolio	March 31, 2011	March 31
	Money Market Portfolio	March 31, 2011	March 31
	Quality Bond Portfolio	March 31, 2011	March 31
Dreyfus Worldwide Dollar Money Market Fund, Inc.		February 15, 2011	February 15
General California Municipal Money Market Fund		September 5, 2011	September 5
General Government Securities Money Market Funds, Inc.	General Government Securities Money Market Fund	September 5, 2011	September 5
	General Treasury Prime Money Market Fund	September 5, 2011	September 5
General Money Market Fund, Inc.		September 5, 2011	September 5
General Municipal Money Market Funds, Inc.	General Municipal Money Market Fund	September 5, 2011	September 5
General New York Municipal Money Market Fund		September 5, 2011	September 5
Strategic Funds, Inc.	Dreyfus Active MidCap Fund	November 30, 2011	November 30
	Dreyfus Conservative Allocation Fund	November 30, 2011	November 30
	Dreyfus Growth Allocation Fund	November 30, 2011	November 30
	Dreyfus Moderate Allocation Fund	November 30, 2011	November 30
	Dreyfus Select Managers Large Cap Growth Fund	November 30, 2011	November 30
	Dreyfus Select Managers Small Cap Growth  Fund	November 30, 2011	November 30
	Dreyfus Select Managers Small Cap Value Fund	November 30, 2011	November 30
	Dreyfus U.S. Equity Fund	November 30, 2011	November 30
	Emerging Markets Opportunity Fund	November 30, 2011	November 30
	Global Stock Fund	November 30, 2011	November 30
	International Stock Fund	November 30, 2011	November 30

A-1

EX-99.B8A

CUSTODY AGREEMENT

by and between

THE FUNDS LISTED ON SCHEDULE 1 HERETO

and

THE BANK OF NEW YORK MELLON

TABLE OF CONTENTS

SECTION 1 – CUSTODY ACCOUNTS; INSTRUCTIONS.................................................. 1

1.1Definitions...................................................................................................................... 1

1.2Establishment of Account............................................................................................. 3

1.3Representations and Warranties.................................................................................. 3

1.4Distributions................................................................................................................... 4

1.5Authorized Instructions................................................................................................ 4

1.6Authentication............................................................................................................... 4

1.7On-Line Systems............................................................................................................ 5

SECTION 2 – CUSTODY SERVICES...................................................................................... 5

2.1Holding Securities.......................................................................................................... 5

2.2        Agents............................................................................................................................. 6

2.3Custodian Actions without Direction........................................................................... 6

2.4The Custodian Actions with Direction........................................................................ 6

2.5Foreign Exchange Transactions................................................................................... 7

2.6Foreign Custody Manager Services. ........................................................................... 7

SECTION 3 – CORPORATE ACTIONS.................................................................................. 8

3.1Custodian Notification.................................................................................................. 8

3.2Direction......................................................................................................................... 8

3.3Voting Rights................................................................................................................. 8

3.4Partial Redemptions, Payments, Etc............................................................................ 8

SECTION 4 – SETTLEMENT OF TRADES........................................................................... 9

4.1Payments........................................................................................................................ 9

4.2Contractual Settlement and Income............................................................................ 9

4.3Trade Settlement........................................................................................................... 9

SECTION 5 – dEPOSITS AND ADVANCES.......................................................................... 9

5.1Deposits.......................................................................................................................... 9

5.2Sweep and Float............................................................................................................ 9

5.3Overdrafts and Indebtedness..................................................................................... 10

5.4Securing Repayment................................................................................................... 10

5.4Setoff............................................................................................................................ 10

5.5Bank Borrowings........................................................................................................ 10

SECTION 6 – SALE AND REDEMPTION OF SHARES; PAYMENT OF DIVIDENDS 
   AND DISTRIBUTIONS.......................................................................................................... 11

6.1       Closed-End Fund,……………………………………………………………………11

6.2       Cash Management Agreement.……………………………………………………..11

SECTION 7 – TAXES, REPORTS AND RECORDS............................................................ 11

7.1Tax Obligations............................................................................................................ 11

7.2Pricing and Other Data............................................................................................... 12

7.3Statements and Reports.............................................................................................. 12

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7.4        Books and Records...................................................................................................... 12

7.5Required Disclosure.................................................................................................... 12

7.6Tools............................................................................................................................. 13

SECTION 8 – provisions regarding the Custodian....................................... 13

8.1Standard of Care......................................................................................................... 13

8.2Limitation of Duties and Liability.............................................................................. 13

8.3Gains............................................................................................................................. 14

8.4Force Majeure............................................................................................................. 14

8.5Fees............................................................................................................................... 14

8.6Earnings Credits.……………………………………………………………………..14

SECTION 9 – aMENDMENT; TERMINATION; ASSIGNMENT.................................... 15

9.1Amendment.................................................................................................................. 15

9.2Termination................................................................................................................. 15

9.3Successors and Assigns............................................................................................... 15

SECTION 10 – aDDITIONAL PROVISIONS....................................................................... 16

10.1Non-Custody Assets.................................................................................................... 16

10.2Appropriate Action..................................................................................................... 16

10.3Governing Law............................................................................................................ 16

10.4Authority...................................................................................................................... 16

10.5USA PATRIOT Act.................................................................................................... 16

10.6Non-Fiduciary Status.................................................................................................. 17

10.7Notices.......................................................................................................................... 17

10.8Entire Agreement........................................................................................................ 17

10.9Necessary Parties......................................................................................................... 17

10.10    Execution in Counterparts......................................................................................... 17

10.11Confidentiality. ............................................................................................................ 17

10.12   Additional Funds. ....................................................................................................... 18

10.13   Additional Series. ........................................................................................................ 18

10.14   Massachusetts Business Trusts. ................................................................................. 18

10.15   Separate Agreements. ................................................................................................. 18

10.16   Limitation of Liability. ................................................................................................ 18

Schedule 1 – Funds

Schedule 2 – Selected Countries

ii

CUSTODY AGREEMENT

CUSTODY AGREEMENT, dated as of January 1, 2011 (“Agreement”) between each investment company identified on Schedule 1 hereto, as such Schedule may be amended from time to time (each such investment company and each investment company made subject to this Agreement in accordance with Section 10.12 below, the “Fund”) and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).

SECTION 1 – CUSTODY ACCOUNTS; INSTRUCTIONS

1.1       Definitions.  Whenever used in this Agreement, the following words shall have the meanings set forth below:

“1940 Act” shall mean the Investment Company Act of 1940, as amended.

“Account” or “Accounts” shall have the meaning set forth in Section 1.2.

“Authorized Instructions”shall have the meaning set forth in Section 1.5.

“Authorized Person” shall mean any Person authorized by the Fund to give Oral Instructions or Instructions with respect to one or more Accounts or with respect to foreign exchange, derivative investments or information and transactional web based services provided by the Custodian or a BNY Mellon Affiliate.  Authorized Persons, their signatures and the extent of their authority shall be provided by a Certificate.  The Custodian may conclusively rely on the authority of such Authorized Persons until it receives Written Instructions to the contrary.

“BNY Mellon Affiliate” shall mean any direct or indirect subsidiary of The Bank of New York Mellon Corporation.

“Board” shall mean the Board of Directors or Board of Trustees of the Fund, as applicable.

“Book-Entry System” shall mean the U.S. Federal Reserve/Treasury book‑entry system for receiving and delivering securities, its successors and nominees.

“Business Day” shall mean any day on which the Custodian and relevant Depositories and Foreign Custodians are open for business.

“Certificate” shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to the Custodian, which is actually received by the Custodian by letter, facsimile transmission or secure electronic transmission of a scanned copy and signed on behalf of the Fund by two (2) Authorized Persons or persons reasonably believed by the Custodian to be Authorized Persons.

“Country Risk” shall mean systemic risks of holding assets in a particular country including but not limited to (a) such country’s financial infrastructure; (b) such country’s prevailing custody and settlement practices; (c) nationalization, expropriation or other governmental actions; (d) such country’s regulation of the banking or securities industry; (e) currency controls, restrictions, devaluations or fluctuations; and (f) market conditions which affect the orderly execution of securities transactions or affect the value of securities.

“Data Providers” shall mean pricing vendors, analytics providers, brokers, dealers, investment managers, Authorized Persons, Subcustodians, Depositories and any other Person providing Market Data to the Custodian.

“Data Terms Website” shall mean http://bnymellon.com/products/assetservicing/vendoragreement.pdf or any successor website the address of which is provided by the Custodian to the Fund.

“Depository” shall include (a) the Book-Entry System, (b) the Depository Trust Company, (c) any other clearing agency or securities depository registered with the Securities and Exchange Commission identified to the Fund by the Custodian from time to time, and (d) the respective successors and nominees of the foregoing.

“Earnings Credits” shall mean for any given day during a calendar year the amount calculated in accordance with the earnings credit formula agreed upon in writing from time to time.

“Foreign Custodian” shall mean a bank or other financial institution (other than a Foreign Depository) located outside the U.S. which is utilized by the Custodian, in connection with the purchase, sale or custody of Securities or cash hereunder and is identified to the Fund from time to time by the Custodian.

“Foreign Depository” shall mean any Eligible Securities Depository, as defined in Rule 17f-7 under the1940 Act, identified to the Fund by the Custodian from time to time.

“Instructions” shall mean Written Instructions, S.W.I.F.T., on-line communications or other method or system, each as specified by the Custodian as available for use in connection with the services hereunder.

“Losses” shall mean, collectively, losses, costs, expenses, damages, liabilities and claims, including reasonable counsel fees and expenses.

 “Market Data” shall mean pricing or other data related to Securities and other assets.  Market data includes but is not limited to security identifiers, valuations, bond ratings, classification data, and other data received from Data Providers.“Non-Custody Assets” shall have the meaning set forth in Section 10.1.

“Oral Instructions” shall mean instructions expressed in spoken words received by the Custodian.  Where the Custodian provides recorded lines for this purpose, such instructions must be given using such lines.

“Person” or “Persons” shall mean any entity or individual.

“Securities” shall include, without limitation, any common stock and other equity securities, depository receipts, limited partnership and limited liability company interests, bonds, debentures and other debt securities, notes or other obligations; and any instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests therein (whether represented by a certificate or held in a Depository, with a Foreign Custodian or on the books of the issuer).

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“Selected Country” or “Selected Countries” shall have the meaning set forth in Section 2.6.

“Series” shall mean the various portfolios, if any, of a Fund listed on Schedule 1 hereto, and if none are listed references to Series shall be references to the Fund.

 “Tax Obligations” shall mean taxes, withholding, certification and reporting requirements, claims for exemptions or refund, interest, penalties, additions to tax and other related expenses.

“Written Instructions” shall mean written communications, including a Certificate, received by the Custodian by overnight delivery, postal services or facsimile transmission.

1.2       Establishment of Account.  (a) The Fund hereby appoints the Custodian as the custodian of all Securities and cash at any time delivered to the Custodian to be held under this Agreement.  The Custodian hereby accepts such appointment and agrees to establish and maintain one or more accounts for each Series in which the Custodian will hold Securities and cash as provided herein.  Such accounts (each, an “Account,” and collectively, the “Accounts”) shall be in the name of the Fund and Series, if any.

(b)        The Custodian may from time to time establish on its books and records such sub-accounts within each Account as the Fund and the Custodian may agree upon (each a “Special Account”), and the Custodian shall reflect therein such assets as the Fund may specify in Instructions.

(c)        The Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, future commission merchant or other third party identified in Instructions such accounts on such terms and conditions as the Fund and the Custodian shall agree, and the Custodian shall transfer to such account such Securities and money as the Fund may specify in Instructions.

1.3       Representations and Warranties. The Fund hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each giving of Oral Instructions or Instructions by the Fund, that:

(a)        It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;

(b)        This Agreement has been duly authorized, executed and delivered by the Fund, approved by a resolution of its board, constitutes a valid and legally binding obligation of the Fund, enforceable in accordance with its terms, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;

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(c)        It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted;

(d)       It will not use the services provided by the Custodian hereunder in any manner that is, or will result in, a violation of any law, rule or regulation applicable to the Fund;

(e)        It (i) is fully informed of the protections and risks associated with various methods of transmitting Instructions and Oral Instructions to the Custodian, (ii) shall, and shall cause each Authorized Person to, safeguard and treat with extreme care any user and authorization codes, passwords and/or authentication keys, (iii) understands that there may be more secure methods of transmitting or delivering the same than the methods selected by it, and (iv) agrees that the security procedures (if any) to be followed in connection therewith provide a commercially reasonable degree of protection in light of its particular needs and circumstances; and

 (f)       It shall impose and maintain restrictions on the destinations to which cash may be disbursed by Instructions to ensure that each disbursement is for a proper purpose.

1.4       Distributions.  The Custodian shall make distributions or transfers out of an Account pursuant to Instructions.  In making payments to service providers pursuant to Instructions, the Fund acknowledges that the Custodian is acting as a paying agent, and not as the payor, for tax information reporting and withholding purposes. 

1.5       Authorized Instructions.  The Custodian shall be entitled to rely upon any Oral Instructions or Instructions actually received by the Custodian and reasonably believed by the Custodian to be from one or more Authorized Persons and within the authority of such Authorized Person(s) (“Authorized Instructions”). Notwithstanding any other provision included in this Agreement, Written Instructions relating to the disbursement of moneys of the Fund other than in connection with the purchase, sale or settlement of Securities, shall be in the form of a Certificate. The Fund agrees that an Authorized Person or Authorized Persons shall forward to the Custodian Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to the Custodian.  The Fund agrees that the Custodian shall incur no liability to the Fund in acting upon Oral Instructions given to the Custodian hereunder, provided such Oral Instructions are Authorized Instructions.

1.6       Authentication.If the Custodian receives Instructions that appear on their face to have been transmitted by an Authorized Person via (i) facsimile with signatures that are reasonably believed to be those of Authorized Persons, or (ii) secure electronic transmission containing applicable authorization codes, passwords or authentication keys, the Fund understands and agrees that the Custodian cannot determine the identity of the actual sender of such Instructions and that the Custodian shall be entitled to conclusively presume that such Instructions have been sent by an Authorized Person.  The Fund shall take reasonable

4

steps to ensure that only Authorized Persons transmit such Instructions to the Custodian and that all Authorized Persons treat applicable user and authorization codes, passwords and authentication keys with extreme care.

1.7       On-Line Systems.  If an Authorized Person elects to transmit Instructions through an on-line communication system offered by the Custodian, the use thereof shall be subject to any terms and conditions contained in a separate written agreement. If the Fund or an Authorized Person elects, with the Custodian’s prior consent, to transmit Instructions through an on-line communications service owned or operated by a third party, the Fund agrees that the Custodian shall not be responsible or liable for the reliability or availability of any such service.

SECTION 2 – CUSTODY SERVICES

2.1       Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees.  Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property.  The Custodian shall be entitled to utilize, subject to subsection (b) of this Section 2.1, Depositories, subject to subsection (c) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder.  Securities and cash held through Foreign Custodians shall be held subject to the terms and conditions of the Custodian’s agreements with such Foreign Custodians.  Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity.  Foreign Custodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participate.  Unless otherwise required by local law or practice or a particular Foreign Custodian agreement, Securities deposited with Foreign Custodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian for the Funds.  The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign Custodians, Depositories or Foreign Depositories.  The Custodian shall, directly or indirectly through Foreign Custodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired.      

 (b)       With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.

(c)        With respect to each Foreign Depository, the Custodian shall (i) provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, (ii) monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act.  Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c).  The Fund acknowledges and agrees that the Custodian’s analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country Risks. 

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2.2Agents.  The Custodian may appoint agents, including BNY Mellon Affiliates, on such terms and conditions as it deems appropriate to perform its services hereunder provided that the Fund’s securities and cash are not deemed to be in the custody of such agentfor purposes of the applicability of the 1940 Act.  Except as otherwise specifically provided herein, no such appointment shall discharge the Custodian from its obligations hereunder.

2.3       Custodian Actions without Direction.  With respect to Securities held hereunder, the Custodian shall:

a.Collect income and other payments due to the Account;

b.Carry out any exchanges of Securities or other corporate actions not requiring discretionary decisions;

c.Forward to the Fund or its designee proxy materials and otherwise facilitate access by the Fund or its designee to ballots or online systems to assist in the voting of proxies received for eligible positions of Securities held in the Account;

d.Forward to the Fund or its designee information (or summaries of information) that the Custodian receives from Depositories or Foreign Custodians concerning Securities in the Account;

e.Forward to the Fund or its designee notices of bankruptcy cases relating to Securities held in the Account and notices of any required action related to such bankruptcy cases as may be received by the Custodian;

f.Forward to the Fund or its designee notices and other materials relating to class actions in which the Fund may be eligible to participate as may be received by the Custodian;

g.Forward to the Fund or its designee information received by the Custodian regarding ownership rights pertaining to property held for the Fund; 

h.Deliver Securities upon the receipt of payment in connection with any repurchase agreement related to such Securities entered into by the Fund; 

i.Endorse for collection checks, drafts or other negotiable instruments; and

j.Execute and deliver, solely in its custodial capacity, certificates, documents or instruments incidental to the Custodian’s performance under this Agreement.

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2.4Custodian Actions with Direction.  The Custodian shall take the following actions in the administration of the Account only pursuant to Authorized Instructions:

a.         Settle purchases and sales of Securities and process other transactions, including free receipts and deliveries to a broker, dealer, future commission merchant or other third party specified in Instructions;

b.         Take actions necessary to settle transactions in connection with futures or options contracts, short-selling programs, foreign exchange or foreign exchange contracts, swaps and other derivative investments; and

c.         Deliver Securities in the Account if an Authorized Person advises the Custodian that the Fund has entered into a separate securities lending agreement, provided that the Fund executes such agreements as the Custodian may require in connection with such arrangements.

2.5       Foreign Exchange Transactions.  (a)  For the purpose of settling Securities and foreign exchange transactions, the Fund shall provide the Custodian with sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictate. As used herein, “sufficient immediately available funds” shall mean either (i) sufficient cash denominated in U.S. dollars to purchase the necessary foreign currency, or (ii) sufficient applicable foreign currency, to settle the transaction.  The Custodian shall provide the Fund with immediately available funds each day which result from the actual settlement of all sale transactions, based upon advices received by the Custodian from Foreign Custodians, Depositories, and Foreign Depositories.  Such funds shall be in U.S. dollars or such other currency as the Fund may specify to the Custodian.

(b)        The Fund may issue standing Instructions with respect to foreign exchange transactions, but the Custodian may establish rules or limitations concerning any foreign exchange facility made available to the Fund.

2.6       Foreign Custody Manager Services.  (a)  The Fund, on behalf of its Board, delegates to the Custodian, and the Custodian hereby agrees to accept,responsibilityas the Fund's foreign custody manager for selecting, contracting with and monitoring Foreign Custodians in the countries set forth on Schedule 2 (each, a “Selected Country” and collectively, the “Selected Countries”) in accordance with Rule 17f-5(c).

(b)        Schedule 2 may be amended from time to  time  to  add or delete Selected Countries by written agreement signed by an Authorized Person of the Fund and the Custodian, but the Custodian reserves the right to delete jurisdictions upon reasonable notice to the Fund.

(c)        Custodian shall provide written reports notifying the Board of the placement of Fund assets with a particular Foreign Custodian. Such reports shall be provided to the Board quarterly, except as otherwise agreed by the Custodian and the Fund.  The Custodian shall promptly notify the Board, in writing, of any material change in the Fund's foreign custody arrangements.

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(d)       Ineach case in which the Custodian has exercised delegated authority to place Fund assets with a Foreign Custodian, the Custodian shall monitor the appropriateness of maintaining the assets with such Foreign Custodian, and the performance of the Foreign Custodian under its contract with the Custodian, in accordance with Rule17f-5(c)(3).  The Custodian shall notify the Fund as soon as possible if an arrangement with a Foreign Custodian no longer meets the requirements of Rule 17f-5, so that the Fund may withdraw its assets in accordance with Rule 17f-5(c)(3)(ii).

(e)        In exercising the delegated authority under this Section 2.6 of this Agreement, the Custodian agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of Fund assets would exercise in like circumstances.  Contracts with Foreign Custodians shall comply with Rule 17f-5(c)(2), and provide for reasonable care for Fund assets based on the standards applicable to Foreign Custodians in the Selected Country.  In making this determination, the Custodian shall consider the factors set forth in Rule 17f-5(c)(1). In addition, the Custodian shall hold the Fund harmless from, and indemnify the Fund against, any loss, action, claim, demand, expense and proceeding, including counsel fees, that occurs as a result of the failure of any Foreign Custodian to exercise reasonable care with respect to the safekeeping of securities and monies of the Fund. Notwithstanding the generality of the foregoing, however, the Custodian shall not be liable for any losses resulting from Country Risk.

SECTION 3 – CORPORATE ACTIONS

3.1       Custodian Notification.  The Custodian shall notify the Fund or its designee of rights or discretionary corporate actions as promptly as practicable under the circumstances, provided that the Custodian has actually received notice of such right or discretionary corporate action from the relevant Foreign Custodian, Depository or otherwise.  Absent actual receipt of such notice, the Custodian shall have no liability for failing to so notify the Fund.

3.2       Direction.  Whenever there are voluntary rights that may be exercised or alternate courses of action that may be taken by reason of the Fund’s ownership of Securities, the Fund or its designee shall be responsible for making any decisions relating thereto and for directing the Custodian to act.  In order for the Custodian to act, it must receive Instructions using the Custodian generated form or clearly marked as instructions for the decision at the Custodian’s offices addressed as the Custodian may from time to time request, by such time as the Custodian shall advise the Fund or its designee.  Absent the Custodian’s receipt of such Instructions by such deadline, the Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities.

Voting Rights.  All voting rights with respect to Securities, however registered, shall be exercised by the Fund or its designee.  The Custodian will make available to the Fund proxy voting services upon the request of, and for the jurisdictions selected by, the Fund in accordance with terms and conditions to be mutually agreed upon by the Custodian and the Fund.

Partial Redemptions, Payments, Etc.  The Custodian shall promptly advise the Fund or its designee upon its notification of a partial redemption, partial payment or other action with respect to a Security affecting fewer than all such Securities held within the

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Account.  If the Custodian, any Foreign Custodian, Depository or Foreign Depository holds any Securities affected by one of the events described, the Custodian, the Foreign Custodian, Depository or Foreign Depository may select the Securities to participate in such partial redemption, partial payment or other action in any non-discriminatory manner that it customarily uses to make such selection.

SECTION 4 - SETTLEMENT OF TRADES

4.1Payments.  Promptly after each purchase or sale of Securities by the Fund, an Authorized Person shall deliver to the Custodian Instructions specifying all information necessary for the Custodian to settle such purchase or sale.  For the purpose of settling purchases of Securities, the Fund shall provide the Custodian with sufficient immediately available funds for all such transactions by such time and date as conditions in the relevant market dictate. 

4.2       Contractual Settlement and Income.  The Custodian may, as a matter of bookkeeping convenience, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor.  All such credits shall be conditional until the Custodian’s actual receipt of final payment and may be reversed by the Custodian to the extent that final payment is not received.  Payment with respect to a transaction will not be “final” until the Custodian shall have received immediately available funds that under applicable local law, rule or practice are irreversible and not subject to any security interest, levy or other encumbrance, and that are specifically applicable to such transaction.

4.3       Trade Settlement.  The Fund acknowledges that transactions will be settled using practices customary in the jurisdiction or market where the transaction occurs and assumes full responsibility for all risks involved in connection with the Custodian’s delivery of Securities pursuant to Authorized Instructions in accordance with local market practice.  The Custodian agrees that where consistent with local market practice (a) if instructed to deliver Securities against receipt of payment, delivery of such Securities and receipt of payment therefor must be completed simultaneously and that (b) if instructed to deliver payment against receipt of securities, delivery of such payment and receipt of securities therefor must be completed simultaneously.  If unable to do so, the Custodian will notify the Fund as soon as practicable after receipt of Authorized Instructions.

Section 5 – dEPOSITS AND ADVANCES

5.1       Deposits.  The Custodian may hold cash in Accounts or may arrange to have such cash held by a Foreign Custodian.  Where cash is on deposit with the Foreign Custodian, it will be subject to the terms of this Agreement and such deposit terms and conditions as may be issued by the Foreign Custodian from time to time, including rates of interest and deposit account access.

5.2Sweep and Float.  Cash may be swept as directed by the Fund or its investment manager to investment vehicles offered by the Custodian or to other investment vehicles.  Cash may be uninvested when it is received or reconciled to an Account after the deadline to be swept into a target vehicle, or when held for short periods of time related to transaction settlements.  The Fund acknowledges that the Custodian’s compensation includes (i) the interest earned by the Custodian on cash balances in Accounts, less the Earnings Credits received and applied by the Fund pursuant to Section 8.6, and (ii) interest earned by the Custodian on other cash balances held by the Custodian, including disbursement balances and balances arising from purchase and sale transactions, as disclosed in the Custodian’s float policy.

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5.3Overdrafts and Indebtedness.  The Custodian may, in its sole discretion, advance funds in any currency hereunder.  If an overdraft occurs in an Account (including, without limitation, overdrafts incurred in connection with the settlement of securities transactions, funds transfers or foreign exchange transactions) or if the Fund is for any other reason indebted to the Custodian, the Fund agrees to repay the Custodian on demand or upon becoming aware of the amount of the advance, overdraft or indebtedness, plus accrued interest at a rate agreed to in writing from time to time, except that any overdraft resulting from an error by the Custodian shall bear no interest.

5.4       Securing Repayment.  In order to secure repayment of the Fund’s obligations to the Custodian, the Fund hereby agrees that the Custodian shall have, to the maximum extent permitted by law, a continuing lien and security interest in, and right of setoff against: (a) all of the Fund’s right, title and interest in and to all Accounts in the Fund’s name and the Securities, money and other property now or hereafter held in such Accounts (including proceeds thereof) and (b) any other property at any time held by the Custodian for the Fund.    In the event the Custodian has such a legally permissible continuing lien and security interest, the Custodian shall be entitled to collect from the Accounts sufficient cash for reimbursement, and if such cash is insufficient, to sell the Securities in the Accounts to the extent necessary to obtain reimbursement (but only to the extent permitted by the 1940 Act).  In this regard, the Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor of a registered investment company under applicable laws, rules or regulations as then in effect.

5.5Setoff.  The Custodian has the right to debit any cash in the Accounts for any amount payable by the Fund in connection with any and all obligations owed by the Fund to the Custodian.

5.6Bank Borrowings.  If the Fund borrows money from any bank (including the Custodian if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities held by the Custodian hereunder as collateral for such borrowings, the Fund shall deliver to the Custodian Instructions specifying with respect to each such borrowing:  (a) the Series to which such borrowing relates; (b) the name of the bank, (c) the amount of the borrowing, (d) the time and date, if known, on which the loan is to be entered into, (e) the total amount payable to the Fund on the borrowing date, (f) the Securities to be delivered as collateral for such loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities, and (g) a statement specifying whether such loan is for investment purposes or for temporary or emergency purposes and that such loan is in conformance with the 1940 Act and the Fund’s prospectus.  The Custodian shall deliver on the borrowing date specified in Instructions the specified collateral against payment by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Instructions.   The Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank by virtue of any promissory note or loan agreement.  The Custodian shall deliver such Securities as additional collateral as may be specified in Instructions to collateralize further any transaction described in this Section.  The Fund shall cause all Securities released from collateral status to be returned directly to the Custodian, and the Custodian shall receive from time to time such return of collateral as may be tendered to it.   In the event that the Fund fails to specify in Instructions the Series, the name of the issuer, the title and number of shares or the principal amount of any particular Securities to be delivered as collateral by the Custodian, the Custodian shall not be under any obligation to deliver any Securities.

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SECTION 6 – SALE AND REDEMPTION OF SHARES; PAYMENT OF DIVIDENDS AND DISTRIBUTIONS

6.1       Closed-End Funds.  With regard to any Fund that is a closed-end Fund,

            a.         Whenever the Fund shall sell any shares issued by the Fund (“Shares”), it or its agent shall deliver to the Custodian Instructions specifying the amount of money and/or Securities to be received by the Custodian for the sale of such Shares and specifically allocated to an Account for the Fund.  Upon receipt of such money, the Custodian shall credit such money to an Account in the name of the Fund.  Whenever the Fund desires the Custodian to make payment out of the money held by the Custodian hereunder in connection with a redemption of any Shares, it or its agent shall furnish to the Custodian Instructions specifying the total amount to be paid for such Shares.  The Custodian shall make payment of such total amount to the transfer agent specified in such Instructions out of the money held in an Account of the Fund.

            b.         Whenever the Fund shall determine to pay a dividend or distribution on Shares, it or its agent shall furnish to the Custodian Instructions setting forth the date of the declaration of such dividend or distribution, the total amount payable, and the payment date.  Upon the payment date specified in such Instructions, the Custodian shall pay out of the money held for the account of the Fund the total amount payable to the dividend agent of the Fund.

6.2       Cash Management Agreements.  With regard to any Fund that is not a closed-end fund, the parties acknowledge that their respective obligations with regard to the sale and redemption of shares issued by the Fund, and the payment of Fund dividends and distributions, are set forth in one or more separate cash management agreements between the Custodian and the Fund.

SECTION 7 – TAXES, REPORTS AND RECORDS

7.1       Tax Obligations.  The Fund shall be liable for all taxes, assessments, duties and other governmental charges, including interest and penalties, with respect to any cash and Securities held on behalf of the Fund and any transaction related thereto.  To the extent that the Custodian has received relevant and necessary information with respect to the Account, the Custodian shall perform the following services with respect to Tax Obligations:

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            a.         The Custodian shall, upon receipt of sufficient information, file claims for exemptions or refunds with respect to withheld foreign (non-United States) taxes in instances in which such claims are appropriate;

b.         The Custodian shall withhold appropriate amounts, as required by United States tax laws, with respect to amounts received on behalf of nonresident aliens upon receipt of Instructions; and

c.         The Custodian shall provide to the Fund such information received by the Custodian that could, in the Custodian’s reasonable belief, assist the Fund or its designee in the submission of any reports or returns with respect to Tax Obligations.  An Authorized Person shall inform the Custodian in writing as to which party or parties shall receive information from the Custodian.

7.2       Pricing and Other Data.  The Fund acknowledges that if providing the Fund with Market Data related to the Account, the Custodian may use Data Providers.  The Custodian may follow Authorized Instructions in providing pricing or other Market Data, even if such instructions direct the Custodian to override its usual procedures and Market Data sources.  The Custodian shall not be liable for any Losses incurred as a result of errors or omissions with respect to any Market Data utilized by the Custodian or the Fund hereunder.  Market Data may be the intellectual property of the Data Providers, which may impose additional terms and conditions upon the Fund’s use of the Market Data.  The additional terms and conditions can be found on the Data Terms Website.  Should the Fund choose to use the Market Data, the Fund shall agree to the applicable terms as they are posted in the Data Terms Website from time to time. 

7.3       Statements and Reports.  The Custodian shall make available to the Fund a monthly report of all transfers to or from the Accounts and a statement of all holdings in the Accounts as of the last Business Day of each month.  The Fund may elect to receive certain information electronically through secure transmissions to an email address specified by it for such purpose.  If the Fund elects to use unencrypted electronic communications for this purpose, the Fund acknowledges that such transmissions may be insecure.

7.4       Books and Records.  The books and records pertaining to the Fund which are in possession of the Custodian shall be the property of the Fund.  Such books and records shall be prepared and maintained as required by the 1940 Act and the rules thereunder. The Fund, or its authorized representatives, shall have access to such books and records during the Custodian’s normal business hours.  Upon the reasonable request of the Fund, copies of any such books and records shall be provided by the Custodian to the Fund or its authorized representative.  Upon the reasonable request of the Fund, the Custodian shall provide in hard copy or on computer disc any records included in any such delivery which are maintained by the Custodian on a computer disc, or are similarly maintained. 

7.5       Required Disclosure.  With respect to Securities issued in the United States, the Shareholders Communications Act of 1985 (the “Act”) requires the Custodian to disclose to issuers, upon their request, the name, address and securities position of the Custodian’s

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clients who are “beneficial owners” (as defined in the Act) of the issuer’s Securities, unless the beneficial owner objects to such disclosure.  The Act defines a “beneficial owner” as any person who has or shares the power to vote a security (pursuant to an agreement or otherwise) or who directs the voting of a security.  The Custodian shall contact the Fund’s investment adviser with respect to the relevant Securities to make the decision whether it objects to the disclosure of its beneficial owner’s name, address and securities position to any U.S. issuer that requests such information pursuant to the Act.

With respect to Securities issued outside the United States, the Custodian shall disclose information required by law, regulation, rules of a stock exchange or organizational documents of an issuer.  The Custodian is also authorized to supply any information regarding the Accounts that is required by any law, regulation or rules now or hereafter in effect.  The Fund agrees to supply the Custodian with any required information if it is not otherwise reasonably available to the Custodian.

7.6       Tools.  From time to time the Custodian may make available to the Fund or its agent(s) certain computer programs, products, services, reports or information (including, without limitation, information obtained by the Custodian from third parties and information reflecting the Custodian’s input, evaluation and interpretation (collectively, “Tools”).  The Fund’s use of any such Tools shall be subject to the terms and conditions as mutually agreed between the parties.

SECTION 8 – provisions regarding the Custodian

8.1       Standard of Care.   Except as otherwise provided in Sections 2.1(b) and (c), in performing its duties under this Agreement, the Custodian shall exercise the standard of care and diligence that a professional custodian would observe in these affairs.

8.2       Limitation of Duties and Liability.   Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:

            a.         The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such limits on liability as are set out herein;

            b.         The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out of the Custodian’s negligence or willful misconduct;

c.         The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;

d.         The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its

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satisfaction of reimbursement of its reasonable costs and expenses in connection with any such action;

e.         The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;

f.          The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and

g.         The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer to, by or for the account of the Fund of Securities or cash.

h.         Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.

8.3       Gains.   Where an error or omission has occurred under this Agreement, the Custodian may take such remedial action as it considers appropriate under the circumstances and, provided that the Fund is put in the same or equivalent position as it would have been in if the error or omission had not occurred, any favorable consequences of the Custodian’s remedial action shall be solely for the account of the Custodian.

8.4       Force Majeure.   Notwithstanding anything in this Agreement to the contrary, the Custodian shall not be responsible or liable for any failure to perform under this Agreement or for any Losses to the Account resulting from any event beyond the reasonable control of the Custodian, provided that Custodian has taken reasonable steps to prevent and mitigate reasonably foreseeable events, and provided further that such reasonable steps shall include, without limitation, implementation of business continuity policies and procedures appropriate to the performance of this Agreement.

8.5       Fees.   The Fund shall pay to the Custodian the fees and charges as may be specifically agreed upon in writing from time to time.  The Fund shall also reimburse the Custodian for out-of-pocket expenses that are a normal incident of the services provided hereunder, provided that such expenses shall only include those types of expenses agreed upon in writing from time to time.

8.6       Earnings Credits.      The Fund shall receive a credit for each calendar month against such compensation and fees of the Custodian as may be payable by the Fund in an amount equal to the aggregate of its Earnings Credit for such calendar month.  In no event may such credit be transferred to, or utilized by, any other person or entity, except to the extent permitted by law, and then only to or by The Dreyfus Corporation, its affiliates and/or any investment company now or in the future for which The Dreyfus Corporation or any of its affiliates acts as the investment adviser or administrator (each, a “Permitted Transferee”).

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            The credit shall be applied as follows and only in the specified order:

(i)First, applied against the compensation and fees, including overdraft charges but not including out-of-pocket expenses, payable by the Fund to the Custodian under this Agreement for such month;

(ii)Second, applied against the compensation and fees, including overdraft charges but not including out-of-pocket expenses payable by the Fund to the Custodian under this Agreement for any of the months next succeeding the calendar month to which such credit originally related ending with the last month of the calendar year, unless the application period is extended beyond calendar year-end by written agreement of the parties.

(iii)Transferred to or utilized by a Permitted Transferee and applied as set forth in sub-sections (i) and (ii) above as if such Permitted Transferee were the Fund.

SECTION 9 – aMENDMENT; TERMINATION; ASSIGNMENT

9.1Amendment. This Agreement may be amended only by written agreement between the Fund and the Custodian.

9.2       Termination.   (a)       Either party may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination which in the case of notice by the Fund shall be not less than ninety (90) days and in the case of notice by the Custodian shall be not less than 270 days after the date of such notice. 

                        (b)        Either party, immediately upon written notice to the other party, may terminate this Agreement upon the merger or bankruptcy of the other party.

                        (c)        The Fund may at any time terminate this Agreement if the Custodian has materially breached its obligations under this Agreement and such breach has remained uncured for a period of thirty days after the Custodian's receipt from the Fund of written notice specifying such breach.

(d)       This Agreement will terminate automatically with respect to a Fund or Series when such Fund or Series is liquidated or merged out of existence or when such Fund or Series transfers all or substantially all of its assets and liabilities to another investment company or series thereof, effective upon such liquidation, merger or transfer.

(e)        This Agreement may be terminated with respect to one or more Funds or Series and remain effective with respect to other Funds or Series.

Upon termination hereof, the Fund shall pay to the Custodian such compensation as may be due to the Custodian, and shall likewise reimburse the Custodian for other amounts payable or reimbursable to the Custodian hereunder.  The Custodian shall follow such reasonable Instructions concerning the transfer of custody of records, Securities and other items as the Fund shall give; provided that (a) the Custodian shall have no liability for shipping and insurance costs associated therewith, and (b) full payment shall have been made to the Custodian of its compensation, costs, expenses and other amounts to which it is entitled hereunder.  If any Securities or cash remain in any Account after termination, the Custodian may deliver to the Fund such Securities and cash.  Except as otherwise provided herein, all obligations of the parties to each other hereunder shall cease upon termination of this Agreement.

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9.3       Successors and Assigns.   Neither the Fund nor the Custodian may assign this Agreement without the prior written consent of the other.  Any entity that shall by merger, consolidation, purchase, or otherwise, succeed to substantially all the institutional custody business of the Custodian shall, upon such succession and approval by the Fund, be and become successor the Custodian hereunder.  This Agreement shall be binding upon, and inure to the benefit of, the Fund and the Custodian and their respective successors and permitted assigns.

SECTION 10 – aDDITIONAL PROVISIONS

10.1     Non-Custody Assets.   As an accommodation to the Fund, the Custodian provides consolidated recordkeeping services pursuant to which the Custodian reflects on statements certain securities and other assets not held by, or under the control of, the Custodian.  Non-Custody Assets shall be designated on Custodian’s books as “shares not held” or by other similar characterization.  The Fund acknowledges and agrees that it shall have no security entitlement against the Custodian with respect to Non-Custody Assets, that the Custodian shall rely, without independent verification, on information provided by the Fund, its designee or the entity having custody regarding Non-Custody Assets (including but not limited to positions and market valuations), and that the Custodian shall have no responsibility whatsoever with respect to the existence of the Non-Custody Assets, provided however that the Custodian will record and report such Non-Custody Assets in accordance with its standard of care.

10.2     Appropriate Action.   The Custodian is hereby authorized and empowered, in its sole discretion, to take any action with respect to an Account that it deems necessary or appropriate in carrying out the purposes of this Agreement.

10.3     Governing Law.   This Agreement shall be construed in accordance with and governed by the substantive laws of the state of New York without regard to its conflicts of law provisions.  The parties consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute hereunder.  The Fund irrevocably waives any objection it may now or hereafter have to venue in such court and any claim that a proceeding brought in such court has been brought in an inconvenient forum.  The parties hereby expressly waive, to the full extent permitted by applicable law, any right to trial by jury with respect to any judicial proceeding arising from or related to this Agreement.  The parties agree that the establishment and maintenance of the Accounts, and all interests, duties and obligations with respect thereto, shall be governed by the laws of the state of New York.

16

10.4     Authority.   Each party represents and warrants to the other that it has full authority to enter into this Agreement upon the terms and conditions hereof and that the individual executing this Agreement on its behalf has the requisite authority to bind such party to this Agreement, and that the Agreement constitutes its binding obligation enforceable in accordance with its terms. 

10.5     USA PATRIOT Act.   The Fund hereby acknowledges that the Custodian is subject to federal laws, including the Customer Identification Program (“CIP”) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which the Custodian must obtain, verify and record information that allows the Custodian to identify the Fund.  Accordingly, prior to opening an Account hereunder, the Custodian will ask the Fund to provide certain information including, but not limited to, the Fund’s name, physical address, tax identification number and other information that will help the Custodian to identify and verify the Fund’s identity, such as organizational documents, certificate of good standing, or other pertinent identifying information.  The Fund acknowledges that the Custodian will not open an Account hereunder unless and until the Custodian verifies the Fund’s identity in accordance with the Custodian’s CIP.

10.6     Non-Fiduciary Status.   The Fund hereby acknowledges and agrees that the Custodian is not a fiduciary by virtue of accepting and carrying out its obligations under this Agreement, is not acting as a collateral agent and has not accepted any fiduciary duties, responsibilities or liabilities with respect to its services hereunder.

10.7     Notices.  Notices shall be in writing and shall be addressed to the Custodian or the Fund at the address set forth on the signature page or such other address as either party may designate in writing to the other.  All notices shall be effective upon receipt.

10.8     Entire Agreement.   This Agreement and any related fee agreement constitute the entire agreement with respect to the matters dealt with herein, and supersede all previous agreements, whether oral or written, and documents with respect to such matters.

10.9     Necessary Parties.   All of the understandings, agreements, representations and warranties contained herein are solely for the benefit of the Fund and the Custodian, and there are no other parties who are intended to be benefited by this Agreement.

10.10   Execution in Counterparts.   This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and said counterparts when taken together shall constitute but one and the same instrument and may be sufficiently evidenced by one set of counterparts.

10.11Confidentiality.   (a)  The Custodian agrees that, except as required by law, the Custodian will keep confidential all records and information in its possession relating to the fund (“Fund Confidential Information”), will not disclose Fund Confidential Information to any person except at the request or with the consent of the Fund and will not use Fund Confidential Information except to perform its obligations under this Agreement.  Fund Confidential Information shall include, but not be limited to, portfolio holdings and transaction counterparties.

17

(b)        The Custodian hereby represents and warrants it has implemented measures reasonably designed to safeguard Fund Confidential Information.  The Custodian shall upon request provide to the Fund such audit reports, or summaries thereof, concerning data security that it makes available to its clients generally.  The Custodian shall notify the Fund promptly of any unauthorized access to or use of Fund Confidential Information in the Custodian’s possession if the Custodian learns of or discovers any unauthorized access.

(c)        The Custodian acknowledges and agrees that the unauthorized use or disclosure of Fund Confidential Information may result in immediate and irreparable injury to the Funds, or a Fund or to an affiliate thereof, for which monetary damages may not be adequate.  Therefore, in the event that the Custodian or any subcontractor or any employee of the Custodian, or of any subcontractor, uses or discloses Fund Confidential Information in breach of the Custodian’s obligations under this Agreement, or in the Fund’s good faith opinion any such party is likely to use or disclose Fund Confidential Information in breach of the Custodian’s obligations under this Agreement, then the Fund shall, in addition to any other rights it may have under this Agreement or in law, be entitled to equitable relief, including, but not limited to, temporary and permanent injunctive relief and specific performance.  In addition, the Custodian agrees that the Fund shall be entitled to recover any pecuniary gain realized by the Custodian from the unauthorized use or disclosure of any Fund Confidential Information.

10.12   Additional Funds.   In the event that any investment company in addition to those listed on Schedule 1 hereto desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees to provide such services, such investment company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth herein. 

10.13   Additional Series.   In the event that any Fund establishes one or more series of shares in addition to those set forth on Schedule 1 hereto with respect to which it desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees to provide such services, such series of shares shall become a Series hereunder. 

10.14   Massachusetts Business Trusts.   The Custodian acknowledges that for Funds organized as Massachusetts business trusts, the Fund’s Agreement and Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts; this Agreement is executed on behalf of the Fund by an officer of the Fund acting as such and not in an individual capacity; and the obligations of this Agreement are not binding upon the officers, trustees or shareholders of the Fund individually but are binding only upon the assets and property of the Fund or upon the assets belonging to the Fund’s Series, as applicable.      

10.15   Separate Agreements.   Notwithstanding any other provision, the relationship and agreements set forth in this Agreement with respect to each Fund shall be several, separate and distinct from those of each other Fund to the same effect as would be the case if each Fund executed a separate Agreement in the form hereof without execution thereof by any other such Fund.

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10.16   Limitation of Liability.   The Custodian acknowledges that obligations or liabilities of a Series refer to obligations or liabilities of the Fund of which such Series is a part and such obligations or liabilities shall be satisfied only from the assets of such Series and not from the assets of other Series of such Fund.

 [Remainder of page intentionally left blank]

19

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

Authorized Officer of:                                        Authorized Officer of:

the Funds listed on Schedule A hereto.   THE BANK OF NEW YORK MELLON

By:      /s/ Bradley J. Skapyak                               By:       /s/ Peter D. Holland                    

Name:     Bradley J. Skapyak                               Name:       Peter D. Holland                    

Title:       President                                               Title:       Managing Director                   

Date:         1/3/2011                                              Date:       1/5/2011                                   

Address for Notice:                                             Address for Notice:

c/o The Dreyfus Corporation                    200 Park Avenue                                New York, NY 10166              Attention:  James Windels	The Bank of New York Mellon c/o BNY Mellon Asset Servicing       One Wall Street                                 New York, NY 10286                 Attention:  Peter Holland
With a copy to: The Dreyfus Corporation 200 Park Avenue New York, NY 10166 Attention:  Michael A. Rosenberg

20

SCHEDULE 1

FUNDS

                        Advantage Funds, Inc.                                                                                                                                             

                     Dreyfus Emerging Leaders Fund                                                                      

                     Dreyfus Global Absolute Return Fund                                                             

                     Dreyfus Global Real Return Fund                                                                     

                     Dreyfus International Value Fund                                                                     

                     Dreyfus Opportunistic Midcap Value Fund                                                                               

                     (formerly, Dreyfus Midcap Value Fund)

                     Dreyfus Opportunistic Small Cap Fund
                                     (formerly, Dreyfus Small Company Value Fund)                                         

                     Dreyfus Strategic Value Fund                                                                             

                     Dreyfus Structured Midcap Fund                                                                      

                     Dreyfus Technology Growth Fund                                                                    

                     Dreyfus Total Return Advantage Fund                                                            

                     Global Alpha Fund                                                                                                

          BNY Mellon Funds Trust                                                                                                   

                     BNY Mellon Balanced Fund                                                     

                     BNY Mellon Bond Fund                                                                                       

                     BNY Mellon Emerging Markets Fund                                                              

                     BNY Mellon Focused Equity Opportunities Fund               

                     BNY Mellon Income Stock Fund                                                                        

                     BNY Mellon Intermediate Bond Fund                                                              

                     BNY Mellon Intermediate U.S. Government Fund             

                     BNY Mellon International Appreciation Fund                                               

                     BNY Mellon International Fund                                                                        

                     BNY Mellon Large Cap Market Opportunities Fund                                   

                     BNY Mellon Large Cap Stock Fund                                                                  

                     BNY Mellon Massachusetts Intermediate Municipal Bond Fund              

                     BNY Mellon Money Market Fund                                                                     

                     BNY Mellon Mid Cap Stock Fund                                                                     

                     BNY Mellon Municipal Opportunities Fund                                                   

                     BNY Mellon National Intermediate Municipal Bond Fund                        

                     BNY Mellon National Municipal Money Market Fund                                

                     BNY Mellon National Short-Term Municipal Bond Fund

                     BNY Mellon New York Intermediate Tax-Exempt Bond Fund                  

                     BNY Mellon Pennsylvania Intermediate Municipal Bond Fund               

                     BNY Mellon Short-Term U.S. Government Securities Fund                       

                     BNY Mellon Small Cap Stock Fund                                        

                     BNY Mellon Small/Mid Cap Fund                                                                     

                     BNY Mellon Tax-Sensitive Large Cap Multi Strategy Fund                      

                      BNY Mellon U.S. Core Equity 130/30 Fund                                                   

                        CitizensSelect Funds                                                                                                           

                      CitizensSelect Prime Money Market Fund                           

                      CitizensSelect Treasury Money Market Fund                                               

        Dreyfus Appreciation Fund, Inc.                                                                                     

        Dreyfus BASIC Money Market Fund, Inc.                                         

        Dreyfus BASIC U.S. Government Money Market Fund                                            

        Dreyfus BASIC U.S. Mortgage Securities Fund                                                           

        Dreyfus Bond Funds, Inc.                                                                                                                                        
                     Dreyfus Municipal Bond Fund                                                 
        Dreyfus Cash Management                                                                                               

        Dreyfus Cash Management Plus, Inc.                                                                             

        Dreyfus Connecticut Municipal Money Market Fund, Inc.                                      

        Dreyfus Dynamic Alternatives Fund, Inc.                                                                     

        The Dreyfus Fund Incorporated                                                                                      

        Dreyfus Funds, Inc.                

Schedule 1 - 1

                      Dreyfus Equity Growth Fund                                                                            

                      Dreyfus Mid-Cap Growth Fund                                                                        

        Dreyfus Government Cash Management Funds                                                                                               

                     Dreyfus Government Cash Management                                                         

                     Dreyfus Government Prime Cash Management                                            

        Dreyfus Growth and Income Fund, Inc.                                                                         

        Dreyfus High Yield Strategies Fund (closed-end fund)                                              

        Dreyfus Index Funds, Inc.                                                                                                                                       

                     Dreyfus International Stock Index Fund                                                          

                     Dreyfus S&P 500 Index Fund                                                                             

                     Dreyfus Smallcap Stock Index Fund                                                                 
                        Dreyfus Institutional Cash Advantage Funds                                                                                                    

                     Dreyfus Institutional Cash Advantage Fund                                                   

                     Dreyfus Institutional Cash Advantage Plus Fund                                          

        Dreyfus Institutional Preferred Money Market Funds                                                                                   

                     Dreyfus Institutional Preferred Money Market Fund                                  

                     Dreyfus Institutional Preferred Plus Money Market Fund                         

              Dreyfus Institutional Reserves Funds                                                                                                                  

                        Dreyfus Institutional Reserves Treasury Prime Fund                                 

                      Dreyfus Institutional Reserves Treasury Fund                                              

                      Dreyfus Institutional Reserves Money Fund                                                  

        Dreyfus Intermediate Municipal Bond Fund, Inc.                                                      

                        Dreyfus International Funds, Inc.                                                                                                                         

                     Dreyfus Brazil Equity Fund                                                                                

                     Dreyfus Emerging Markets Fund                                                                      

                        Dreyfus Investment Grade Funds, Inc.                                                                                                                

                     Dreyfus Inflation Adjusted Securities Fund                                                    

                     Dreyfus Intermediate Term Income Fund                                                       

                     Dreyfus Short Term Income Fund                                                                     

                        Dreyfus Investment Portfolios                                                                                                                              

                     Core Value Portfolio                                                                                                          

                     MidCap Stock Portfolio                                                                                       

                      Small Cap Stock Index Portfolio                                                                       

                     Technology Growth Portfolio                                                                            

                        The Dreyfus/Laurel Funds, Inc.                                                                                                                            

                     Dreyfus AMT-Free Municipal Reserves                                                          

                     Dreyfus BASIC S&P 500 Stock Index Fund                                                    

                     Dreyfus Bond Market Index Fund                                                                     

                     Dreyfus Core Equity Fund                                                                                   

                     Dreyfus Disciplined Stock Fund                                                                         

                     Dreyfus Money Market Reserves                                                                       

                     Dreyfus Small Cap Fund                                                                                      
                                     (formerly, Dreyfus Small Cap Value Fund)

                     Dreyfus Opportunistic Fixed Income Fund                          
                                     (formerly, Dreyfus Strategic Income Fund)                                                                 

                     Dreyfus Tax Managed Growth Fund                                                                

                     Dreyfus U.S. Treasury Reserves                                                                         

                        The Dreyfus/Laurel Funds Trust                                                                                                                          

                     Dreyfus Core Value Fund                                                                                    

                     Dreyfus Emerging Markets Debt Local Currency Fund                             

                     Dreyfus Equity Income Fund                                                                              

                       Dreyfus Global Equity Income Fund                                                                

                       Dreyfus High Yield Fund                                                                                     

                                      Dreyfus Institutional Income Advantage Fund                                              

                       Dreyfus International Bond Fund                                                                      

          The Dreyfus/Laurel Tax-Free Municipal Funds                                                                                              

                                     Dreyfus BASIC California Municipal Money Market Fund

                       Dreyfus BASIC Massachusetts Municipal Money Market Fund                

                       Dreyfus BASIC New York Municipal Money Market Fund                        

          Dreyfus LifeTime Portfolios, Inc.                                                                                                                        

                       Growth & Income Portfolio                                                                                

          Dreyfus Liquid Assets, Inc.                                                                                                

Schedule 1 - 2

                        Dreyfus Manager Funds I                                                                                                                            

                                    Dreyfus Alpha Growth Fund                                                                               

                       Dreyfus Research Core Fund                                                                              

                       Dreyfus S&P STARS Opportunities Fund                                                       

Dreyfus Manager Funds II                                                                                                                                     

                       Dreyfus Balanced Opportunity Fund                                                               

          Dreyfus Massachusetts Municipal Money Market Fund                                           

                         Dreyfus Midcap Index Fund, Inc.                                                                                                         

          Dreyfus Money Market Instruments, Inc.                                                                                                           

                       Government Securities Series                                                                             

                       Money Market Series                                                                                            

          Dreyfus Municipal Bond Opportunity Fund                                                                

          Dreyfus Municipal Cash Management Plus                                                                 

Dreyfus Municipal Funds, Inc.                      

             Dreyfus AMT-Free Municipal Bond Fund                                                      

                       Dreyfus BASIC Municipal Money Market Fund                                           

                       Dreyfus BASIC New Jersey Municipal Money Market Fund                     

                       Dreyfus High Yield Municipal Bond Fund                                                      

          Dreyfus Municipal Income, Inc. (closed‑end fund)                           

          Dreyfus Municipal Money Market Fund, Inc.                                                              

          Dreyfus New Jersey Municipal Bond Fund, Inc.                                                         

          Dreyfus New Jersey Municipal Money Market Fund, Inc.                                       

          Dreyfus New York AMT-Free Municipal Money Market Fund                              

          Dreyfus New York AMT-Free Municipal Bond Fund                                                

          Dreyfus New York Municipal Cash Management                                                       

          Dreyfus New York Tax Exempt Bond Fund, Inc.                                                        

          Dreyfus Opportunity Funds                                                                                                                                   

                       Dreyfus Global Sustainability Fund                                                                  

                       Dreyfus Natural Resources Fund                                                                       

                            Dreyfus Pennsylvania Municipal Money Market Fund                                  

          Dreyfus Premier California AMT-Free Municipal Bond Fund, Inc.                                                          
                       Dreyfus California AMT-Free Municipal Bond Fund                                 
          Dreyfus Premier GNMA Fund, Inc.                                                                                                           

                       Dreyfus GNMA Fund                                                                                            

          Dreyfus Premier Investment Funds, Inc.                                                                                                            

                       Dreyfus Diversified Global Fund                                                                       

                       Dreyfus Diversified International Fund                                                           

                       Dreyfus Diversified Large Cap Fund                                                               

                       Dreyfus Emerging Asia Fund                                                                             

                       Dreyfus Global Real Estate Securities Fund                                                   

                       Dreyfus Greater China Fund                                                                              

                       Dreyfus Large Cap Growth Fund                                                                      

                       Dreyfus Large Cap Equity Fund                                                                        

                       Dreyfus Large Cap Value Fund                                                                         

                       Dreyfus Satellite Alpha Fund                                                                              

          Dreyfus Premier Short‑Intermediate Municipal Bond Fund                                                                        
                       Dreyfus Short‑Intermediate Municipal Bond Fund                                      

          Dreyfus Premier Worldwide Growth Fund, Inc.                                                                                              
                     Dreyfus Worldwide Growth Fund                                                                     

          Dreyfus Research Growth Fund, Inc.                                                                             

          Dreyfus Short‑Intermediate Government Fund                                                          

          The Dreyfus Socially Responsible Growth Fund, Inc.

          Dreyfus State Municipal Bond Funds

                       Dreyfus Connecticut Fund

                       Dreyfus Maryland Fund

                       Dreyfus Massachusetts Fund

                       Dreyfus Minnesota Fund

                       Dreyfus Ohio Fund

                       Dreyfus Pennsylvania Fund                                                                                

          Dreyfus Stock Funds

                       Dreyfus International Equity Fund                                                                   

Schedule 1 - 3

                       Dreyfus Small Cap Equity Fund                                                                        

          Dreyfus Stock Index Fund, Inc.                                                                                        

          Dreyfus Strategic Municipal Bond Fund, Inc.                                                              

          Dreyfus Strategic Municipals, Inc.                                                       

          Dreyfus Tax Exempt Cash Management Funds                                                                                               

                       Dreyfus California AMT-Free Municipal Cash Management                   

                       Dreyfus New York AMT-Free Municipal Cash Management                    

                       Dreyfus Tax Exempt Cash Management                                                         

          The Dreyfus Third Century Fund, Inc.                                                                                

          Dreyfus Treasury & Agency Cash Management                                                        

          Dreyfus Treasury Prime Cash Management                                                               

          Dreyfus 100% U.S. Treasury Money Market Fund                                                    

          Dreyfus U.S. Treasury Intermediate Term Fund                             

          Dreyfus U.S. Treasury Long Term Fund                                            

          Dreyfus Variable Investment Fund                                                                                                                      

                       Appreciation Portfolio                                                                                         

                       Opportunistic Small Cap Fund                                                                           
                                     (formerly, Developing Leaders Portfolio)                                                      

                       Growth and Income Portfolio                                                                             

                       International Equity Portfolio                                                                           

                       International Value Portfolio                                                                             

                       Money Market Portfolio                                                                                      

                       Quality Bond Portfolio                                                                                         

          Dreyfus Worldwide Dollar Money Market Fund, Inc.                                               

          General California Municipal Money Market Fund                                                 
                        General Government Securities Money Market Funds, Inc.                                                                         

                       General Government Securities Money Market Fund                                 

                       General Treasury Prime Money Market Fund                                              

          General Money Market Fund, Inc.                                                                                  

          General Municipal Money Market Funds, Inc.                                                                                                 

                       General Municipal Money Market Fund                                                        

          General New York Municipal Money Market Fund                                                   

          Strategic Funds, Inc.                                                                                                                                                 

                       Dreyfus Active MidCap Fund                                                                             

                       Dreyfus Conservative Allocation Fund                                                            

                       Dreyfus Growth Allocation Fund                                                                       

                       Dreyfus Moderate Allocation Fund                                        

                       Dreyfus Select Managers Large Cap Growth Fund                                      

                       Dreyfus Select Managers Small Cap Growth Fund                                       

                       Dreyfus Select Managers Small Cap Value Fund                                          

                       Dreyfus U.S. Equity Fund                                                                                     

                       Global Stock Fund                                                                                                 

                       International Stock Fund                                                                                     

Schedule 1 - 4

SCHEDULE 2

SELECTED COUNTRIES

Argentina

Australia

Austria

Bahrain

Bangladesh

Belgium

Benin

Bermuda

Botswana

Brazil

Bulgaria

Burkina Faso

Canada

Cayman Islands

Channel Islands

Chile

China

Colombia

Costa Rica

Croatia

Cyprus

Czech

Denmark

Ecuador

Egypt

Estonia

Euroclear - Eurobonds only

Clearstream - Eurobonds only

Finland

France

Germany

Ghana

Greece

Guinea Bissau

Hong Kong

Hungary

Iceland

India

Indonesia

Ireland

Israel

Italy

Ivory Coast

Jamaica

Japan

Jordan

Kazakhstan

Kenya

Korea

Kuwait

Latvia

Lebanon

Lithuania

Luxembourg

Malaysia

Mali

Malta

Mauritius

Mexico

Morocco

Namibia

EASDAQ

Netherlands

New Zealand

Niger

Nigeria

Norway

Oman

Pakistan

Palestinian Auto

Panama

Peru

Philippines

Poland

Portugal

Qatar

Romania

Russia

Senegal

Singapore

Slovak

Slovenia

South Africa

South Korea

Spain

Sri Lanka

Swaziland

Sweden

Switzerland

Taiwan

Thailand

Togo

Trinidad & Tobago

Tunisia

Turkey

UAE

UK

Ukraine

Uruguay

Venezuela

Vietnam

Zambia

Zimbabwe

Schedule 2-1

EX-23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the captions "Financial Highlights" in the Prospectus and "Counsel and Independent Registered Public Accounting Firm" in the Statement of Additional Information and to the use of our report dated February 10, 2011 onDreyfus Stock Index Fund, Inc. for the fiscal year ended December 31, 2010 which are incorporated by reference in Post-Effective Amendment No. 28 to the Registration Statement (Form N-1A 33-27172 and 811-5719) of Dreyfus Stock Index Fund, Inc.

                                                                                                ERNST & YOUNG LLP

New York, New York

April 8, 2011