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. 32[X]

and/or

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

Amendment No. 32[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

Janette Farragher, Esq.

200 Park Avenue

New York, New York 10166

(Name and Address of Agent for Service)

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

__immediately upon filing pursuant to paragraph (b)

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

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

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

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

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

If appropriate, check the following box:

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

Dreyfus Stock Index Fund, Inc.

Prospectus May 1, 2013 Initial Shares
Service Shares

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

Contents

Fund Summary

Fund Summary 1

Fund Details

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)	.03	.03
Total annual fund operating expenses	.28	.53

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 and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. 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	$29	$90	$157	$356
Service Shares	$54	$170	$296	$665

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 3.13% 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. Each company's stock is weighted by the number of available float shares (i.e., those shares available to investors) divided by the total shares outstanding, which means larger companies with more available float shares have greater representation in the index than smaller ones. Companies included in the S&P 500 Index generally must have market capitalizations in excess of $4 billion, to the extent consistent with market conditions. The fund attempts to have a correlation between its performance and that of the S&P 500 Index of at least .95 before fees and expenses. A correlation of 1.00 would mean that the fund and the index were perfectly correlated.

"Standard & Poor's^®," "S&P^®," "Standard & Poor's^® 500," and "S&P 500^®" are trademarks of Standard & Poor's Financial Services LLC and have been licensed for use by the fund. The fund is not sponsored, endorsed, sold or promoted by Standard & Poor's and Standard and Poor's makes no representation regarding the advisability of investing in the fund.

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Principal Risks

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

·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.

·Non-diversification risk. The fund is non-diversified, which means that the fund may invest a relatively high percentage of its assets in a limited number of issuers. Therefore, the fund's performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than a diversified fund.

Performance

The following bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows changes in the performance of the fund's 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 not necessarily an indication of how the fund will perform in the future. 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 Quarter Q2, 2009: 15.87% Worst Quarter Q4, 2008: -22.00%

Average Annual Total Returns (as of 12/31/12)
	1 Year	5 Years	10 Years
Initial Shares	15.74%	1.47%	6.87%
Service Shares	15.47%	1.21%	6.60%
S&P 500 Index reflects no deduction for fees, expenses or taxes	15.99%	1.66%	7.10%

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 are the fund's primary portfolio managers. Mr. 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

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director of equity portfolio management with Mellon Capital. Ms. Wong and Mr. Brown also are employees of The Dreyfus Corporation.

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 (redeeming), 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 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 does not rely on the professional judgment of the portfolio managers for decisions about asset allocation or securities selections, as do actively managed funds. Instead, the fund looks to the S&P 500 Index in determining which securities to hold, and in what proportion, using an indexing approach. Indexing has the potential to eliminate some of the risks of active management. At the same time, indexing also means that the fund does not have the option of changing its strategy, even at times when it may appear advantageous to do so.

The fund attempts to have a correlation between its performance and that of the S&P 500 Index of at least .95 before fees and 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. Each company's stock is weighted by the number of available float shares (i.e., those shares available to investors) divided by the total shares outstanding, which means larger companies with more available float shares have greater representation in the index than smaller ones. Companies included in the S&P 500 Index generally must have market capitalizations in excess of $4 billion, to the extent consistent with market conditions. The fund also may use stock index futures as a substitute for the sale or purchase of securities.

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

The fund is non-diversified.

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

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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.

·Non-diversification risk. The fund is non-diversified, which means that the fund may invest a relatively high percentage of its assets in a limited number of issuers. Therefore, the fund's performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than a diversified fund.

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 $240 billion in 168 mutual fund portfolios. For the past fiscal year, the fund paid Dreyfus an investment advisory 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 investment advisory agreement with Dreyfus is available in the fund's semi-annual report for the period ended June 30, 2012. Dreyfus is the primary mutual fund business of The Bank of New York Mellon Corporation (BNY Mellon), a global financial services company focused on helping clients manage and service their financial assets, operating in 36 countries and serving more than 100 markets. BNY Mellon is a leading investment management and investment services company, uniquely focused to help clients manage and move their financial assets in the rapidly changing global marketplace. BNY Mellon has $26.2 trillion in assets under custody and administration and $1.4 trillion in assets under management. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation. BNY Mellon Investment Management is one of the world's leading investment management organizations, and one of the top U.S. wealth managers, encompassing BNY Mellon's affiliated investment management firms, wealth management services and global distribution companies. Additional information is available at www.bnymellon.com.

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

Dreyfus has engaged its affiliate, Mellon Capital Management Corporation (Mellon Capital), to serve as the fund's index fund manager. As of February 28, 2013, Mellon Capital, located at 500 Grant Street, Pittsburgh, Pennsylvania 15258, managed approximately $294.5 billion in assets (including $6.5 billion in overlay assets) and provided investment advisory services for 11 other investment companies.

Thomas J. Durante, Karen Q. Wong and Richard A. Brown are the fund's primary portfolio managers. Mr. 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.

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

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

The fund, Dreyfus, 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.

Initial shares are subject to an annual shareholder services fee of up to 0.25% to reimburse the fund's distributor for shareholder account service and maintenance expenses. Service shares are subject to an annual Rule 12b-1 fee of 0.25% paid to the fund's distributor for distribution, advertising and marketing, and servicing and/or maintaining accounts of holders of Service shares. Because the Rule 12b-1 fee is paid out of the fund's assets on an ongoing basis, over time it will increase the cost of your investment and may cost you more than paying other types of sales charges.

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 accurately reflect 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 will not be able to purchase or sell (redeem) fund shares.

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

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 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. 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	2012	2011	2010	2009	2008
Per Share Data ($):
Net asset value, beginning of period	29.48	29.67	26.31	22.98	37.40
Investment Operations:
Investment income--neta	.63	.54	.48	.48	.64
Net realized and unrealized gain (loss) on investments	3.95	.02	3.37	4.85	(14.40)
Total from Investment Operations	4.58	.56	3.85	5.33	(13.76)
Distributions:
Dividends from investment income--net	(.64)	(.55)	(.49)	(.48)	(.66)
Dividends from net realized gain on investments	(1.56)	(.20)	-	(1.52)	-
Total Distributions	(2.20)	(.75)	(.49)	(2.00)	(.66)
Net asset value, end of period	31.86	29.48	29.67	26.31	22.98
Total Return (%)	15.74	1.88	14.84	26.33	(37.14)
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.28	.27	.27	.29	.28
Ratio of net expenses to average net assets	.28	.27	.27	.29	.28
Ratio of net investment income to average net assets	2.02	1.81	1.78	2.12	2.04
Portfolio Turnover Rate	3.13	3.27	4.46	5.42	4.69
Net Assets, end of period ($ x 1,000)	1,541,577	1,487,417	1,635,095	1,593,165	1,464,344
aBased on average shares outstanding at each month end.

	Year Ended December 31,
Service Shares	2012	2011	2010	2009	2008
Per Share Data ($):
Net asset value, beginning of period	29.51	29.70	26.34	23.00	37.41
Investment Operations:
Investment income--neta	.56	.47	.41	.43	.57
Net realized and unrealized gain (loss) on investments	3.96	.02	3.38	4.85	(14.42)
Total from Investment Operations	4.52	.49	3.79	5.28	(13.85)
Distributions:
Dividends from investment income--net	(.57)	(.48)	(.43)	(.42)	(.56)
Dividends from net realized gain on investments	(1.56)	(.20)	-	(1.52)	-
Total Distributions	(2.13)	(.68)	(.43)	(1.94)	(.56)
Net asset value, end of period	31.90	29.51	29.70	26.34	23.00
Total Return (%)	15.47	1.62	14.54	26.05	(37.32)
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.53	.52	.52	.54	.53
Ratio of net expenses to average net assets	.53	.52	.52	.54	.53
Ratio of net investment income to average net assets	1.78	1.56	1.53	1.86	1.72
Portfolio Turnover Rate	3.13	3.27	4.46	5.42	4.69
Net Assets, end of period ($ x 1,000)	185,127	168,177	168,782	150,369	124,614
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 (and is legally considered part of this prospectus).

Portfolio Holdings

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

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

To Obtain Information

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

By mail.
The Dreyfus Family of Funds
144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144
Attn: 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 20549-1520.

© 2013 MBSC Securities Corporation
0763P0513

STATEMENT OF ADDITIONAL INFORMATION

May 1, 2013

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

Fund shares are offered only to variable annuity and variable life insurance separate accounts established by Participating Insurance Companies to fund the Policies. Individuals may not purchase shares of any fund directly from the fund. The Policies are described in the separate prospectuses issued by the Participating Insurance Companies.

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

Fund	Abbreviation	Share Classes	Fiscal Year End	Prospectus Date
Dreyfus Stock Index Fund, Inc.	DSIF	Initial Shares	December 31st	May 1st
		Service Shares
Dreyfus Variable Investment Fund	DVIF
Appreciation Portfolio	AP	Initial Shares	December 31st	May 1st
		Service Shares
Growth and Income Portfolio	GIP	Initial Shares	December 31st	May 1st
		Service Shares
International Equity Portfolio	IEP	Initial Shares	December 31st	May 1st
		Service Shares
International Value Portfolio	IVP	Initial Shares	December 31st	May 1st
		Service Shares
Money Market Portfolio	MMP	N/A	December 31st	May 1st
Opportunistic Small Cap Portfolio	OSCP	Initial Shares	December 31st	May 1st
		Service Shares
Quality Bond Portfolio	QBP	Initial Shares	December 31st	May 1st
		Service Shares

VIFSI-SAI-0513

TABLE OF CONTENTS

PART I

BOARD INFORMATION	I-1
Information About Each Board Member's Experience, Qualifications, Attributes or Skills	I-1
Committee Meetings	I-4
Board Members' and Officers' Fund Share Ownership	I-4
Board Members' Compensation	I-5
OFFICERS	I-5
CERTAIN PORTFOLIO MANAGER INFORMATION	I-7
MANAGER'S AND SUB-ADVISER'S COMPENSATION	I-9
DISTRIBUTOR'S COMPENSATION	I-10
RATINGS OF CORPORATE DEBT SECURITIES	I-11
SECURITIES OF REGULAR BROKERS OR DEALERS	I-11
COMMISSIONS	I-12
PORTFOLIO TURNOVER VARIATION	I-13
SHARE OWNERSHIP	I-14

PART II

INVESTMENTS, INVESTMENT TECHNIQUES AND RISKS	II-1
Funds other than the Money Market Portfolio	II-1
Dreyfus Stock Index Fund	II-8
INVESTMENT RESTRICTIONS	II-8
Fundamental Policies	II-8
Nonfundamental Policies	II-11
Policies Related to Fund Names	II-13
SHAREHOLDER SERVICES PLAN	II-14
INFORMATION ABOUT THE FUNDS' ORGANIZATION AND STRUCTURE	II-14
CERTAIN EXPENSE ARRANGEMENTS AND OTHER DISCLOSURES	II-15
Expense Limitations	II-15
Index Licensing Disclosures (Dreyfus Stock Index Fund only)	II-15
COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	II-15

PART III

HOW TO BUY SHARES	III-1
Converting Shares	III-1
Information Pertaining to Purchase Orders	III-1
HOW TO REDEEM SHARES	III-1
Redemption Commitment	III-2
Suspension of Redemptions	III-2
Information Pertaining to Redemptions	III-2
EXCHANGE PRIVILEGE	III-2

DISTRIBUTION PLANS	III-2
ADDITIONAL INFORMATION ABOUT INVESTMENTS,
INVESTMENT TECHNIQUES AND RISKS	III-3
All Funds other than the Money Market Portfolio	III-3
Equity Securities	III-3
Common Stock	III-4
Preferred Stock	III-4
Convertible Securities	III-4
Warrants	III-5
IPOs	III-5
Fixed-Income Securities	III-5
U.S. Government Securities	III-6
Corporate Debt Securities	III-7
Ratings of Securities; Unrated Securities	III-7
High Yield and Lower-Rated Securities	III-7
Zero Coupon, Pay-In-Kind and Step-Up Securities	III-9
Inflation-Indexed Securities	III-9
Variable and Floating Rate Securities	III-10
Participation Interests and Assignments	III-10
Mortgage-Related Securities	III-11
Asset-Backed Securities	III-15
Municipal Securities	III-16
Real Estate Investment Trusts (REITs)	III-18
Money Market Instruments	III-19
Bank Obligations	III-19
Repurchase Agreements	III-19
Commercial Paper	III-19
Foreign Securities	III-19
Emerging Markets	III-20
Certain Asian Emerging Market Countries	III-20
Depositary Receipts and New York Shares	III-21
Investment Companies	III-21
Private Investment Funds	III-22
Exchange-Traded Funds (ETFs)	III-22
Derivatives	III-22
Futures Transactions	III-25
Options	III-26
Swap Transactions	III-27
Credit Linked Securities	III-29
Credit Derivatives	III-29
Combined Transactions	III-29
Future Developments	III-29
Foreign Currency Transactions	III-30
Short-Selling	III-31
Lending Portfolio Securities	III-31
Borrowing Money	III-31
Borrowing Money for Leverage	III-32
Reverse Repurchase Agreements	III-32
Forward Commitments	III-32
Illiquid Securities	III-32
Illiquid Securities Generally	III-32
Section 4(2) Paper and Rule 144A Securities	III-33
Non-Diversified Status	III-33
Investments in the Technology Sector	III-33
Money Market Portfolio	III-33

Ratings of Securities	III-34
Treasury Securities	III-34
U.S. Government Securities	III-34
Repurchase Agreements	III-34
Bank Obligations	III-35
Bank Securities	III-36
Floating and Variable Rate Obligations	III-36
Participation Interests	III-36
Asset-Backed Securities	III-36
Commercial Paper	III-37
Investment Companies	III-37
Foreign Securities	III-37
Illiquid Securities	III-37
Borrowing Money	III-37
Reverse Repurchase Agreements	III-37
Forward Commitments	III-37
Interfund Borrowing and Lending Program	III-38
Lending Portfolio Securities	III-38
RATING CATEGORIES	III-38
S&P	III-38
Moody's	III-40
Short-Term Ratings	III-41
Fitch	III-42
Corporate Finance Obligations — Long-Term Rating Scales	III-42
DBRS	III-44
Long Term Obligations	III-44
Commercial Paper and Short Term Debt	III-45
ADDITIONAL INFORMATION ABOUT THE BOARD	III-46
Boards' Oversight Role in Management	III-46
Board Composition and Leadership Structure	III-46
Additional Information About the Boards and Their Committees	III-46
MANAGEMENT ARRANGEMENTS	III-47
The Manager	III-47
Sub-Advisers	III-47
Newton	III-47
Sarofim & Co.	III-47
TS&W	III-47
Index Manager	III-48
Portfolio Managers and Portfolio Manager Compensation	III-48
Mellon Capital	III-48
Newton	III-49
Sarofim & Co.	III-49
Standish	III-49
TBCAM	III-49
Certain Conflicts of Interest with Other Accounts	III-50
Code of Ethics	III-51
Distributor	III-51
Transfer and Dividend Disbursing Agent and Custodian	III-52
DETERMINATION OF NAV	III-52
Valuation of Portfolio Securities (funds other than the Money Market Portfolio)	III-52
Valuation of Portfolio Securities (Money Market Portfolio only)	III-53
Calculation of NAV	III-53
Expense Allocations	III-54

NYSE Closings	III-54
DIVIDENDS AND DISTRIBUTIONS	III-54
Money Market Portfolio	III-54
TAXATION	III-54
Taxation of the Funds	III-54
Diversification Requirements of Section 817(h)	III-56
Passive Foreign Investment Companies	III-57
Taxes on Non-U.S. Income and Investments	III-57
Foreign Currency Transactions	III-57
Financial Products	III-57
Securities Issued or Purchased at a Discount and Payment-in-Kind Securities	III-58
Inflation-Indexed Treasury Securities	III-58
Certain Higher-Risk and High Yield Securities	III-58
Investing in Mortgage Entities	III-58
Investor Tax Matters	III-59
PORTFOLIO TRANSACTIONS	III-59
Trading the Funds' Portfolio Securities	III-59
Soft Dollars	III-61
IPO Allocations	III-62
Disclosure of Portfolio Holdings	III-62
SUMMARY OF THE PROXY VOTING POLICY, PROCEDURES AND GUIDELINES OF THE DREYFUS FAMILY OF FUNDS	III-63
ADDITIONAL INFORMATION ABOUT THE FUNDS' STRUCTURE;
FUND SHARES AND VOTING RIGHTS	III-64
Massachusetts Business Trusts	III-64
Fund Shares and Voting Rights	III-64
GLOSSARY	III-65

PART I

BOARD INFORMATION

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

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

All of the board members are Independent Board Members.

Name Year of Birth Position	Principal Occupation During Past 5 Years	Other Public Company Board Memberships During Past 5 Years
Joseph S. DiMartino 1943 Chairman of the Board	Corporate Director and Trustee	CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997 - present) The Newark Group, a provider of a national market of paper recovery facilities, paperboard mills and paperboard converting plants, Director (2000 - 2010) Sunair Services Corporation, a provider of certain outdoor-related services to homes and businesses, Director (2005 - 2009)
Peggy C. Davis 1943 Board Member	Shad Professor of Law, New York University School of Law	N/A
David P. Feldman 1939 Board Member	Corporate Director and Trustee	BBH Mutual Funds Group (mutual funds – four portfolios), Director (1992 - present)
Ehud Houminer 1940 Board Member	Executive-in-Residence at the Columbia Business School, Columbia University	Avnet, Inc., an electronics distributor, Director (1993 - 2012)
Lynn Martin 1939 Board Member	President of The Martin Hall Group LLC, a human resources consulting firm	AT&T Inc., a telecommunications company, Director (1999 - 2012) Ryder System, Inc., a supply chain and transportation management company, Director (1993 - 2012) The Procter & Gamble Co., a consumer products company, Director (1994 - 2009) Constellation Energy Group, Inc., Director (2003 - 2009)

I-1

Name Year of Birth Position	Principal Occupation During Past 5 Years	Other Public Company Board Memberships During Past 5 Years
Robin A. Melvin 1963 Board Member	Director, Boisi Family Foundation, a private family foundation that supports youth-serving organizations that promote self sufficiency of youth from disadvantaged circumstances (1995 – 2012)	N/A
Dr. Martin Peretz 1939 Board Member	Editor-in-Chief Emeritus of The New Republic Magazine (2010 – present) (previously, Editor-in-Chief, 1974 – 2010) Director of TheStreet.com, a financial information service on the web	N/A
Philip L. Toia 1933 Board Member	Private Investor	N/A

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

Fund	Joseph S. DiMartino	Peggy C. Davis	David P. Feldman	Ehud Houminer	Lynn Martin	Robin A. Melvin	Martin Peretz	Philip L. Toia
DSIF	1996	2006	1996	1996	2012	2012	2006	2012
DVIF	2006	2006	2006	2006	2012	2012	1991	2012

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

I-2

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. From 1986 to 2010, Mr. DiMartino served as a Director of the Muscular Dystrophy Association.

·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 Columbia Business School Board and a Trustee of Ben Gurion University.

·Lynn Martin – Ms. Martin served in the U.S. House of Representatives from 1981 to 1991, the Illinois Senate from 1979 to 1980, and the Illinois House of Representatives from 1977 to 1979. Ms. Martin also served as Co-Chairperson of then-Vice President George H.W. Bush's 1988 presidential campaign, and from 1991 to 1993 served as U.S. Secretary of Labor under President Bush. After her tenure in politics, Ms. Martin was a professor at the Kellogg School of Management, Northwestern University, and also a fellow at Harvard University's Kennedy School of Government. She also has served as an Advisor of Deloitte & Touche LLP and as Chair of its Council for the Advancement of Women. Ms. Martin serves on the Chicago Council on Global Affairs, Coca-Cola International Advisory Council and Deutsche Bank Advisory Council.

·Robin A. Melvin – Ms. Melvin served as a Director of the Boisi Family Foundation, a private family foundation that supports organizations serving the needs of youth from disadvantaged circumstances, from 1995 to 2012. In that role she also managed the Boisi Family Office, providing the primary interface with all investment managers, legal advisors and other service providers to the family. She has also served in various roles with MENTOR, a national non-profit youth mentoring advocacy organization, including Executive Director of the New York City affiliate, Vice President of the national affiliate network, Vice President of Development, and, immediately prior to her departure, Senior Vice President in charge of strategy. Prior to that, Ms. Melvin served as an investment banker with Goldman Sachs Group, Inc.

·Dr. Martin Peretz – Dr. Peretz is the Editor-in-Chief Emeritus of The New Republic and was Editor-in-Chief from 1974 until 2010. 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.

I-3

·Philip L. Toia – From 1984 through 1997, Mr. Toia served in various roles as an employee of Dreyfus. During this time he directed the organization of the fixed-income research group, investor relations, organized the bank wholesaling group, and served as a director and officer of subsidiaries of Dreyfus. Upon the acquisition of Dreyfus by a predecessor of BNY Mellon, Mr. Toia took on additional duties as Vice Chairman for Administration and Operations, including being responsible for fund accounting, fund legal, information systems and human resources. He also served as a member of the Board. He ceased all roles at Dreyfus by 1997. Before Dreyfus, Mr. Toia served as Group Executive for Public Finance at Chase Manhattan Bank, managing its investment banking group and its tax-exempt underwriting, trading and sales departments. He also served on Board of Directors of Chase Manhattan Bank, Delaware. In addition, from 1975 through 1977, Mr. Toia served as Deputy Mayor for Finance for the City of New York.

Committee Meetings

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

Fund	Audit	Nominating	Compensation	Litigation	Pricing
DSIF	4	1	1	0	0
DVIF	4	1	1	0	0

Board Members' and Officers' Fund Share Ownership

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

Fund	Joseph S. DiMartino	Peggy C. Davis	David P. Feldman	Ehud Houminer	Lynn Martin	Robin A. Melvin	Martin Peretz	Philip L. Toia
DSIF	None	None	None	None	None	None	None	None
AP	None	None	None	None	None	None	None	None
GIP	None	None	None	None	None	None	None	None
IEP	None	None	None	None	None	None	None	None
IVP	None	None	None	None	None	None	None	None
MMP	None	None	None	None	None	None	None	None
OSCP	None	None	None	None	None	None	None	None
QBP	None	None	None	None	None	None	None	None
Aggregate holdings of funds in the Dreyfus Family of Funds for which responsible as a board member	Over $100,000	$50,001 - $100,000	Over $100,000	$50,001 - $100,000	None	Over $100,000	$50,001 - $100,000	None

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

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

I-4

Board Members' Compensation

Annual retainer fees and meeting attendance fees are allocated among the funds on the basis of net assets, with the Chairman of the Boards, Joseph S. DiMartino, receiving an additional 25% of such compensation. The funds reimburse board members for their expenses. The funds do not have a bonus, pension, profit-sharing or retirement plan. Each emeritus board member is entitled to receive an annual retainer of one-half the amount paid as a retainer at the time the board member became emeritus and a per meeting attended fee of one-half the amount paid to board members.

The aggregate amount of fees and expenses* received from the funds by each current board member for the funds' last fiscal years, and by all funds in the Dreyfus Family of Funds for which such person was a board member during 2012, were as follows:

Fund	Joseph S. DiMartino	Peggy C. Davis	David P. Feldman	Ehud Houminer	Lynn Martin	Robin A. Melvin	Martin Peretz	Philip L. Toia
DSIF	$18,051	$12,243	$15,996	$14,442	$7,934	$7,934	$12,436	$7,161
DVIF	$13,566	$12,373	$11,910	$10,855	$4,074	$907	$10,855	$4,907
Total compensation from the funds and fund complex (**)	$1,088,750 (150)	$317,667 (63)	$236,250 (46)	$271,667 (70)	$133,333 (46)	$317,284 (97)	$163,667 (46)	$187,333 (56)

	Emeritus Board Members
Fund	James F. Henry	Rosalind G. Jacobs	Paul A. Marks	Daniel Rose	Sander Vanocur
DSIF	$6,824	$0	$5,867	$1,108	$1,707
DVIF	$4,780	$12,959	$5,186	$1,178	$1,178
Total compensation from the funds and fund complex (**)	$74,000 (46)	$105,500 (63)	$73,500 (46)	$91,750 (63)	$105,500 (63)

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

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

OFFICERS

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	67 (142)

I-5

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)
James Windels 1958 Treasurer 2001	Director – Mutual Fund Accounting of the Manager	68 (168)
John Pak 1968 Chief Legal Officer 2013	Chief Legal Officer of the Manager and Associate General Counsel and Managing Director of BNY Mellon since August 2012; from March 2005 to July 2012, Managing Director of Deutsche Bank, Deputy Global Head of Deutsche Asset Management Legal and Regional Head of Deutsche Asset Management Americas Legal	68 (168)
Janette E. Farragher 1962 Vice President and Secretary 2011	Assistant General Counsel of BNY Mellon	68 (168)
Kiesha Astwood 1973 Vice President and Assistant Secretary 2010	Counsel of BNY Mellon	68 (168)
James Bitetto 1966 Vice President and Assistant Secretary 2005	Senior Counsel of BNY Mellon	68 (168)
Joni Lacks Charatan 1955 Vice President and Assistant Secretary 2005	Senior Counsel of BNY Mellon	68 (168)
Joseph M. Chioffi 1961 Vice President and Assistant Secretary 2005	Senior Counsel of BNY Mellon	68 (168)
John B. Hammalian 1963 Vice President and Assistant Secretary 2005	Senior Managing Counsel of BNY Mellon	68 (168)
Robert M. Mullery 1952 Vice President and Assistant Secretary 2005	Managing Counsel of BNY Mellon	68 (168)
Jeff Prusnofsky 1965 Vice President and Assistant Secretary 2005	Senior Managing Counsel of BNY Mellon	68 (168)

I-6

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)
Richard S. Cassaro 1959 Assistant Treasurer 2008	Senior Accounting Manager – Money Market and Municipal Bond Funds of the Manager	68 (168)
Gavin C. Reilly 1968 Assistant Treasurer 2005	Tax Manager of the Investment Accounting and Support Department of the Manager	68 (168)
Robert S. Robol 1964 Assistant Treasurer 2005	Senior Accounting Manager – Fixed Income Funds of the Manager	68 (168)
Robert Salviolo 1967 Assistant Treasurer 2007	Senior Accounting Manager – Equity Funds of the Manager	68 (168)
Robert Svagna 1967 Assistant Treasurer 2002	Senior Accounting Manager – Equity Funds of the Manager	68 (168)
Matthew D. Connolly 1972 Anti-Money Laundering Compliance Officer 2012	Anti-Money Laundering Compliance Officer of the Distributor since October 2011; from March 2010 to September 2011, Global Head, KYC Reviews and Director, UBS Investment Bank; until March 2010, AML Compliance Officer and Senior Vice President, Citi Global Wealth Management	66 (167)
Joseph W. Connolly 1957 Chief Compliance Officer 2004	Chief Compliance Officer of the Manager and the Dreyfus Family of Funds	68 (168)

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

CERTAIN PORTFOLIO MANAGER INFORMATION
(not applicable to money market funds)

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

Fund	Additional Portfolio Managers
DSIF	Rebecca Gao, Lynn Hutchison, Danny Lai, Todd Rose, Marlene Walker Smith
AP	N/A
GIP	Brian Ferguson, Barry Mills, David Sealy
IEP	N/A
IVP	N/A

I-7

Fund	Additional Portfolio Managers
OSCP	N/A
QBP	N/A

The following table lists the number and types of accounts (including the funds) advised by each fund's primary portfolio manager(s) and assets under management in those accounts as of the end of the last fiscal year of the funds they manage, unless otherwise indicated:

Primary Portfolio Manager	Registered Investment Companies	Total Assets Managed	Other Pooled Investment Vehicles	Total Assets Managed	Other Accounts	Total Assets Managed
John Bailer	11	$2.85B	2	$185.10M	37	$3.23B
David Bowser	5	$1.70B	7	$1.09B	146	$16.30B
James Boyd	8	$2.73B	2	$455.70M	26	$2.92B
Richard Brown	86	$49.90B	87	$66.35B	72	$82.29B
Catherine Crain	5	$7.18B	None	N/A	95	$4.29B
David A. Daglio	8	$2.73B	2	$455.70M	26	$2.92B
Thomas Durante	86	$49.90B	87	$66.35B	72	$82.29B
Dale Dutile	8	$2.73B	2	$455.70M	26	$2.92B
D. Kirk Henry	11	$3.43B	9	$3.18B	20	$3.43B
David Horsfall	6	$1.74B	9	$1.76B	147	$16.53B
Jeff Jacobe	5	$7.18B	1	$14.00M	81	$4.35B
Creighton Kang	8	$2.73B	2	$455.70M	26	$2.92B
Gentry Lee	5	$7.18B	10	$2.04B	121	$6.79B
Paul Markham	2	$479.70M	6	$1.04B	6	$2.27B
Jeff Munroe	None	N/A	3	$2.17B	5	$3.04B
Christopher Sarofim	5	$7.18B	None	N/A	12	$2.66B
Fayez S. Sarofim	5	$7.18B	10	$2.04B	419	$14.71B
Charles Sheedy	5	$7.18B	10	$1.87B	63	$1.93B
Elizabeth Slover	10	$3.50B	2	$28.30M	14	$1.05M
Clifford Smith	11	$3.43B	9	$3.18B	20	$3.43B
Karen Wong	86	$49.90B	87	$66.35B	72	$82.29B

The following table provides information on accounts managed (included within the table above) by each primary portfolio manager that are subject to performance-based advisory fees:

Primary Portfolio Manager	Type of Account	Number of Accounts	Total Assets of Accounts
John Bailer	Other Accounts	1	$570.50M
James Boyd	Other Accounts	2	$797.60M
David A. Daglio	Other Accounts	2	$797.60M
Dale Dutile	Other Accounts	2	$797.60M
Creighton Kang	Other Accounts	2	$797.60M
Paul Markham	Other Accounts	2	$422.00M
Jeff Munroe	Other Accounts	3	$1.10B

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

I-8

Primary Portfolio Manager	Fund	Dollar Range of Fund Shares Beneficially Owned
John Bailer	GIP	None
David Bowser	QBP	None
James Boyd	OSCP	None
Richard Brown	DSIF	None
Catherine Crain	AP	None
David A. Daglio	OSCP	None
Thomas Durante	DSIF	None
Dale Dutile	OSCP	None
D. Kirk Henry	IVP	None
David Horsfall	QBP	None
Jeff Jacobe	AP	None
Creighton Kang	OSCP	None
Gentry Lee	AP	None
Paul Markham	IEP	None
Jeff Munroe	IEP	None
Christopher Sarofim	AP	None
Fayez S. Sarofim	AP	None
Christopher Sheedy	AP	None
Elizabeth Slover	GIP	None
Clifford Smith	IVP	None
Karen Wong	DSIF	None

MANAGER'S AND SUB-ADVISERS' COMPENSATION

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

	2012 Fiscal Year			2011 Fiscal Year			2010 Fiscal Year
Fund	Fee payable	Reduction in fee	Net fee paid	Fee payable	Reduction in fee	Net fee paid	Fee payable	Reduction in fee	Net fee paid
DSIF	$4,232,939	$0	$4,232,939	$4,214,159	$0	$4,214,159	$4,178,465	$0	$4,178,465
AP	$2,943,952	$0	$2,943,952	$2,460,928	$0	$2,460,928	$2,010,227	$0	$2,010,227
GIP	$570,473	$0	$570,473	$607,818	$0	$607,818	$652,276	$0	$652,276
IEP	$309,833	$0	$309,833	$398,387	$0	$398,387	$429,613	$0	$429,613
IVP	$690,054	$60,922	$629,132	$925,088	$0	$925,088	$1,024,611	$0	$1,024,611
MMP	$848,819	$655,134	$193,685	$1,118,690	$964,273	$154,417	$1,295,848	$747,515	$548,333
OSCP	$1,430,966	$0	$1,430,966	$1,468,313	$105,705	$1,362,608	$1,365,372	$277,195	$1,088,177
QBP	$608,208	$0	$608,208	$753,239	$0	$753,239	$885,164	$0	$885,164

The contractual fee rates paid by the Manager (for Appreciation Portfolio, paid by the fund) to a fund's Sub-Adviser or Index Manager, if any, and the effective rate paid in the last fiscal year, are as follows (expressed as an annual rate as a percentage of the fund’s average daily net assets):

Fund	Sub-Adviser or Index Manager	Fee Rate	Effective Fee Rate for the Last Fiscal Year
DSIF	Mellon Capital	0.07%	0.07%
AP	Sarofim	0.2175%	0.2175%

I-9

Fund	Sub-Adviser or Index Manager	Fee Rate	Effective Fee Rate for the Last Fiscal Year
IEP	Newton	0 up to $100 million0.35% $100 million up to $1 billion0.30% $1 billion up to $1.5 billion0.26% $1.5 billion or more0.20%	0.35%

For a fund's last three fiscal years, the fees payable by the Manager (for Appreciation Portfolio, payable by the fund) to a fund's Sub-Adviser or Index Manager, if any, the reduction, if any, in the amount of the fee paid due to fee waivers by the Sub-Adviser or Index Manager and the net fees paid were as follows:

	2012 Fiscal Year			2011 Fiscal Year			2010 Fiscal Year
Fund/Sub-Adviser or Index Manager	Fee payable	Reduction in fee	Net fee paid	Fee payable	Reduction in fee	Net fee paid	Fee payable	Reduction in fee	Net fee paid
DSIF/Mellon Capital	$1,005,928	$0	$1,005,928	$1,021,988	$0	$1,021,988	$1,013,331	$0	$1,013,331
AP/Sarofim	$1,202,460	$0	$1,202,460	$1,005,168	$0	$1,005,168	$821,079	$0	$821,079
IEP/Newton	$148,720	$0	$148,720	$191,226	$0	$191,226	$206,214	$0	$206,214

DISTRIBUTOR'S COMPENSATION

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

Fund	Plan	Class	Amount
DSIF	Distribution Plan	Service Shares	$448,664
	Shareholder Services Plan	Initial Shares	$32,320
AP	Distribution Plan	Service Shares	$494,859
	Shareholder Services Plan	N/A	--
GIP	Distribution Plan	Service Shares	$18,902
	Shareholder Services Plan	N/A	--
IEP	Distribution Plan	Service Shares	$23,849
	Shareholder Services Plan	N/A	--
IVP	Distribution Plan	Service Shares	$79,968
	Shareholder Services Plan	N/A	--
MMP	Distribution Plan	N/A	--
	Shareholder Services Plan	N/A	--
OSCP	Distribution Plan	Service Shares	$34,366
	Shareholder Services Plan	Class A	--
QBP	Distribution Plan	Service Shares	$64,156
	Shareholder Services Plan	N/A	--

I-10

RATINGS OF CORPORATE DEBT SECURITIES

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

Fitch	Moody's	S&P	QBP
AAA	Aaa	AAA	88.9%
AA	Aa	AA	4.6%
A	A	A	13.4%
BBB	Baa	BBB	18.5%
BB	Ba	BB	3.4%
B	B	B	0.4%
CCC	Caa	CCC	-
Not Rated	Not Rated	Not Rated	-
Total			129.2%*

*The fund also held non-convertible preferred stocks rated AA/Aa (0.3%).

SECURITIES OF REGULAR BROKERS OR DEALERS

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

Fund	Regular Broker or Dealer	Aggregate Value Per Issuer
DSIF	N/A
AP	J.P. Morgan Securities, Inc.	$11,753,000
GIP	Citigroup Inc.	$892,000
	J.P. Morgan Securities, Inc.	$1,500,000
	Goldman, Sachs & Co.	$444,000
IEP	RBS Securities Inc.	$569,000
IVP	Deutsche Bank Securities Inc.	$864,000
	HSBC Securities (USA) Inc.	$2,661,000
	UBS Securities LLC	$1,046,000
MMP	Barclays Capital Inc.	$8,000,000
	Credit Suisse Securities (USA) Inc.	$10,000,000
	HSBC Securities (USA) Inc.	$5,000,000
	RBC Capital Markets Corp.	$15,000,000
	RBS Securities Inc.	$10,000,000
	UBS Securities LLC	$5,000,000
OSCP	N/A

I-11

Fund	Regular Broker or Dealer	Aggregate Value Per Issuer
QBP	Citigroup Inc.	$1,560,000
	Credit Suisse Securities (USA) Inc.	$159,000
	Goldman, Sachs & Co.	$2,160,000
	HSBC Securities (USA) Inc.	$367,000
	J.P. Morgan Securities, Inc.	$2,057,000
	RBS Securities Inc.	$801,000

COMMISSIONS

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

Fund	2012 Fiscal Year		2011 Fiscal Year		2010 Fiscal Year
	Commissions	Spreads/ Concessions	Commissions	Spreads/ Concessions	Commissions	Spreads/ Concessions
DSIF	$30,845	$0	$30,532	$0	$22,279	$0
AP	$33,262	$0	$37,771	$0	$63,844	$0
GIP	$52,582	$1,227	$108,690	$13,185	$125,735	$10,695
IEP	$50,211	$0	$80,286	$0	$89,609	$0
IVP	$86,147	$0	$125,412	$0	$172,794	$0
MMP	--	--	--	--	--	--
OSCP	$420,890	$141,730	$683,239	$417,877	$942,777	$265,329
QBP	$785	$0	$3,859	$0	$10,184	$0

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

Fund	Reason for Any Material Difference in Commissions or Spreads/Concessions
DSIF	N/A
AP	N/A
GIP	Over the last three fiscal years, there was a decrease in fund share transactions, which resulted in less portfolio trading activity.
IEP	N/A
IVP	N/A
MMP	N/A
OSCP	Over the last three fiscal years, the fund experienced a decrease in beneficial interest transactions, which resulted in less trading activity.
QBP	N/A

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

Fund	Transactions	Related Commissions/Concessions
DSIF	N/A	N/A
AP	N/A	N/A
GIP	$59,218,553	$42,910
IEP	$33,643,431	$45,682

I-12

Fund	Transactions	Related Commissions/Concessions
IVP	$44,491,949	$68,635
MMP	N/A	N/A
OSCP	$165,853,432	$334,089
QBP	N/A	N/A

PORTFOLIO TURNOVER VARIATION
(not applicable to money market funds)

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

Fund	Reason for Any Significant Portfolio Turnover Rate Variation, or Anticipated Variation
DSIF	N/A
AP	N/A
GIP	There was a decrease in fund share transactions, which resulted in less portfolio trading activity.
IEP	N/A
IVP	N/A
OSCP	There was a decrease in fund share transactions, which resulted in less portfolio trading activity.
QBP	N/A

I-13

SHARE OWNERSHIP

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

Date	Fund	Class	Name & Address	Percent Owned
April 1, 2013	DSIF	Initial Shares	Nationwide Life Insurance Company P.O. Box 182029 Columbus, OH 43218-2029	62.7984%
			Lincoln National Life Insurance Company 1300 South Clinton Street Fort Wayne, IN 46802-3518	5.1197%
		Service Shares	Nationwide Life Insurance Company P.O. Box 182029 Columbus, OH 43218-2029	71.5454%
			Symetra Life Insurance Company P.O. Box 3882 Seattle, WA 98124-3882	12.8201%
			Annuity Investors Life Insurance Company P.O. Box 5423 Cincinnati, OH 45201-5423	7.5941%
			Transamerica Life Insurance Company 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	5.9136%
April 1, 2013	AP	Initial Shares	Nationwide Life Insurance Company P.O. Box 182029 Columbus, OH 43218-2029	52.6532%
			Transamerica Life Insurance Company 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	15.6385%
			Transamerica Financial Life Insurance Company 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	5.2115%
		Service Shares	Nationwide Life Insurance Company P.O. Box 182029 Columbus, OH 43218-2029	48.2570%
			Ohio National Life Insurance Company P.O. Box 237 1 Financial Way (45242) Cincinnati, OH 45201-0237	20.8599%

I-14

Date	Fund	Class	Name & Address	Percent Owned
			Transamerica Advisors Life Insurance Company NY 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	11.4988%
			The Guardian Insurance & Annuity Company, Inc. 3900 Burgess Place Bethlehem, PA 18017-9097	8.2980%
			Transamerica Life Insurance Company 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	6.3142%
April 1, 2013	GIP	Initial Shares	Transamerica Life Insurance Company 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	43.8036%
			Nationwide Life Insurance Company P.O. Box 182029 Columbus, OH 43218-2029	21.4996%
			Transamerica Life Insurance Company 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	11.7183%
			Annuity Investors Life Insurance Company P.O. Box 5423 Cinncinnati, OH 45201-5423	7.3696%
		Service Shares	Transamerica Life Insurance Company 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	96.1098%
April 1, 2013	IEP	Initial Shares	Transamerica Life Insurance Company 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	39.1174%
			Farm Bureau Life Insurance Company 5400 University Avenue West Des Moines, IA 50266-5950	21.7107%
			Modern Woodmen Product Valuation 5801 Southwest Sixth Avenue Topeka, KS 66636-1001	15.0936%
			Transamerica Financial Life Insurance Company 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	9.8447%
			Equitrust Life Insurance Company 5400 University Avenue West Des Moines, IA 50266-5950	6.3266%

I-15

Date	Fund	Class	Name & Address	Percent Owned
		Service Shares	IDS Life Insurance Company 222 AXP Financial Center Minneapolis, MN 55474-0002	64.1658%
			Transamerica Life Insurance Company 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	27.9592%
April 1, 2013	IVP	Initial Shares	American Fidelity 2000 North Classen Boulevard Oklahoma City, OK 73106-6013	31.4642%
			Nationwide Life Insurance Company P.O. Box 182029 Columbus, OH 43218-2029	27.3808%
			Transamerica Life Insurance Company 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	18.4412%
			Jefferson National Life Insurance Company 9920 Corporate Campus Drive, Suite 1000 Louisville, KY 40223-4051	13.2770%
		Service Shares	Security Distributors, Inc. One Security Benefit Place Topeka, KS 66636-1000	55.1614%
			Security Distributors, Inc. One Security Benefit Place Topeka, KS 66636-1000	31.2831%
			Transamerica Life Insurance Company 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	11.3193%
April 1, 2013	MMP	N/A	Transamerica Life Insurance Company 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	39.7891%
			Philadelphia Financial Life Assurance One Liberty Place 1650 Market Street, 54th Floor Philadelphia, PA 19103-7309	33.9712%
			Transamerica Financial Life Insurance Company 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	11.5642%
			Federal Kemper Life Assurance Company 2500 Westfield Drive Elgin, IL 60124-7836	5.4274%

I-16

Date	Fund	Class	Name & Address	Percent Owned
April 1, 2013	OSCP	Initial Shares	Lincoln National Life Insurance Company 1300 South Clinton Street Fort Wayne, IN 46802-3518	20.0154%
			Nationwide Life Insurance Company P.O. Box 182029 Columbus, OH 43218-2029	18.1673%
			Transamerica Life Insurance Company 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	13.7114%
			American General Life Insurance Company 2727 A Allen Parkway Houston, TX 77019-2116	13.0608%
			Transamerica Financial Life Insurance Company 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	5.3755%
			Kansas City Life Insurance Company P.O. Box 219139 Kansas City, MO 64121-9139	5.2857%
			Prudential Insurance Company of America 290 West Mount Pleasant Avenue Livingston, NJ 07039-2729	5.0072%
		Service Shares	Farmer New World Life Insurance Company 3003 77th Avenue Southeast Mercer Island, WA 98040-2890	40.7869%
			Transamerica Life Insurance Company 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	25.9487%
			Principal Financial Group 711 High Street Des Moines, IA 50392-0001	23.9222%
			Nationwide Life Insurance Company P.O. Box 182029 Columbus, OH 43219-2029	7.6036%
April 1, 2013	QBP	Initial Shares	Transamerica Life Insurance Company 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	48.8705%
			Symetra Life Insurance Company P.O. Box 3882 Seattle, WA 98124-3882	14.1853%

I-17

Date	Fund	Class	Name & Address	Percent Owned
			American General Life Insurance Company 2929 Allen Parkway Houston, TX 77019-7117	11.7114%
			Transamerica Financial Life Insurance Company 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	9.6192%
			Nationwide Life Insurance Company P.O. Box 182029 Columbus, OH 43218-2029	8.4486%
		Service Shares	Transamerica Life Insurance Company 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	67.9819%
			Principal Financial Group 711 High Street Des Moines, IA 50392-9992	11.3900%
			Farmer New World Life Insurance Company 3003 77th Avenue Southeast Mercer Island, WA 98040-2890	11.2897%
			Transamerica Financial Life Insurance Company 4333 Edgewood Road Northeast Cedar Rapids, IA 52499-0001	9.3383%

I-18

PART II

INVESTMENTS, INVESTMENT TECHNIQUES AND RISKS

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

Funds other than the Money Market Portfolio

Fund	Equity Securities1	IPOs	U.S. Government Securities2	Corporate Debt Securities	High Yield and Lower-Rated Securities3	Zero Coupon, Pay-in-Kind and Step-Up Securities	Inflation-Indexed Securities (other than TIPS)
Appreciation Portfolio	ü	ü		ü		ü
Dreyfus Stock Index Fund	ü		ü
Growth and Income Portfolio	ü	ü		ü	ü	ü
International Equity Portfolio	ü	ü		ü		ü
International Value Portfolio	ü	ü		ü		ü
Opportunistic Small Cap Portfolio	ü	ü		ü	ü	ü
Quality Bond Portfolio	ü		ü	ü	ü	ü	ü

¹For each of Appreciation Portfolio, Growth and Income Portfolio, International Equity Portfolio, International Value Portfolio and Opportunistic Small Cap Portfolio, (1) includes common and preferred stock, convertible securities and warrants and (2) each fund is limited to investing 5% of its net assets in warrants (2% of net assets in the case of Appreciation Portfolio and Opportunistic Small Cap Portfolio), except that this limitation does not apply to warrants purchased by a fund that are sold in units with, or attached to, other securities. Included in the limitations on warrants, but not to exceed 2% of the value of a fund's net assets, may be warrants which are not listed on the NYSE or the NYSE Euronext.

For Quality Bond Portfolio, includes common and preferred stock and convertible securities. Quality Bond Portfolio may only invest in common stock to a limited extent. From time to time, the fund may hold common stock sold in units with, or attached to, debt securities purchased by the fund. In connection with its investments in corporate debt securities, or restructuring of investments owned by the fund, the fund may receive warrants or other non-income producing equity securities. The fund may retain such securities, including equity securities received upon conversion of convertible securities, until the Adviser determines it is appropriate in light of current market conditions for the fund to dispose of such securities.

II-1

²For Appreciation Portfolio, Growth and Income Portfolio, International Equity Portfolio, International Value Portfolio, Opportunistic Small Cap Portfolio and Quality Bond Portfolio, see "Money Market Instruments" below.

³Quality Bond Portfolio may invest in high yield, lower-rated debt securities rated as low as B by a Rating Agency and Growth and Income Portfolio may invest up to 35% of the value of its net assets in high yield, lower-rated convertible debt securities rated as low as Caa by Moody's or CCC by S&P or Fitch.

II-2

Fund	Variable and Floating Rate Securities4	Participation Interests and Assignments5	Mortgage-Related Securities	Asset-Backed Securities
Appreciation Portfolio	ü	ü
Dreyfus Stock Index Fund
Growth and Income Portfolio	ü	ü	ü
International Equity Portfolio	ü	ü
International Value Portfolio	ü	ü
Opportunistic Small Cap Portfolio	ü	ü
Quality Bond Portfolio	ü	ü	ü	ü

⁴Each fund except Dreyfus Stock Index Fund may invest in variable amount master demand notes as part of its investment in money market instruments.

⁵Each fund except Dreyfus Stock Index Fund may purchase from financial institutions participation interests in securities in which the fund may invest.

II-3

Fund	Municipal Securities	REITs	Money Market Instruments6	Foreign Securities7	Emerging Markets	Depositary Receipts
Appreciation Portfolio			ü	ü	ü	ü
Dreyfus Stock Index Fund		ü	ü	ü
Growth and Income Portfolio	ü (up to 25% of assets)	ü	ü	ü	ü	ü
International Equity Portfolio			ü	ü	ü(up to 20% of assets)	ü
International Value Portfolio			ü	ü	ü	ü
Opportunistic Small Cap Portfolio			ü	ü	ü	ü
Quality Bond Portfolio	ü (up to 25% of assets)		ü	ü	ü	ü

⁶Includes short-term U.S. Government securities, bank obligations, repurchase agreements and commercial paper. Generally, (1) except for Dreyfus Stock Index Fund, when the Adviser determines that adverse market conditions exist, a fund may adopt a temporary defensive position and invest up to 100% of its assets in money market instruments, and (2) a fund also may purchase money market instruments when it has cash reserves or in anticipation of taking a market position. For Dreyfus Stock Index Fund, 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 P-1 by Moody's or A-1 by 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 Adviser to be of comparable quality to those rated obligations which may be purchased by the fund.

⁷Appreciation Portfolio may invest up to 10% of the value of its assets in securities of foreign governments and foreign companies that are not publicly traded in the U.S.

International Value Portfolio ordinarily invests in at least ten foreign countries, and limits its investments in any single company to no more than 5% of its assets at the time of purchase. The fund's sector exposure generally will not exceed 10 percentage points above the sector's weighting in the Morgan Stanley Capital International Europe, Australasia, Far East Index.

Opportunistic Small Cap Portfolio may invest up to 25% of its assets in common stock of foreign companies, but currently intends to invest no more than 20% of its assets in foreign securities.

Quality Bond Portfolio may invest up to 10% of its net assets in bonds issued by foreign issuers that are denominated in foreign currencies, and up to 20% of its net assets in bonds issued by foreign issuers whether denominated in U.S. dollars or in foreign currency. Issuers organized in the U.S. will always be treated as domestic issuers.

II-4

Fund	Investment Companies	ETFs	Futures Transactions	Options Transactions8
Appreciation Portfolio	ü	ü
Dreyfus Stock Index Fund	ü		ü
Growth and Income Portfolio	ü	ü	ü	ü
International Equity Portfolio	ü	ü	ü	ü
International Value Portfolio	ü	ü	ü	ü
Opportunistic Small Cap Portfolio	ü	ü	ü	ü
Quality Bond Portfolio	ü		ü	ü

⁸Each of Growth and Income Portfolio, International Equity Portfolio, International Value Portfolio and Quality Bond Portfolio (1) is limited to investing up to 5% of its assets, represented by the premium paid, in the purchase of call and put options and (2) may write (i.e., sell) covered call and put option contracts to the extent of 20% of the value of its net assets at the time such option contracts are written.

II-5

Fund	Swap Transactions	Credit Linked Securities	Credit Derivatives
Appreciation Portfolio
Dreyfus Stock Index Fund
Growth and Income Portfolio	ü	ü	ü
International Equity Portfolio	ü	ü	ü
International Value Portfolio	ü	ü	ü
Opportunistic Small Cap Portfolio	ü
Quality Bond Portfolio	ü	ü	ü

II-6

Fund	Foreign Currency Transactions	Short-Selling9	Lending Portfolio Securities	Borrowing Money10
Appreciation Portfolio	ü		ü	ü
Dreyfus Stock Index Fund			ü	ü
Growth and Income Portfolio	ü	ü	ü	ü
International Equity Portfolio	ü		ü	ü
International Value Portfolio	ü	ü	ü	ü
Opportunistic Small Cap Portfolio	ü	ü	ü	ü
Quality Bond Portfolio	ü		ü	ü

⁹For Growth and Income Portfolio and Opportunistic Small Cap Portfolio, (1) the fund will not sell securities short if, after effect is given to any such short sale, the total market value of all securities sold short would exceed 25% of the value of the fund's net assets and (2) at no time will more than 15% of the value of the fund's net assets be in deposits on short sales against the box. Opportunistic Small Cap Portfolio may only make short sales against the box.

¹⁰Appreciation Portfolio, International Equity Portfolio, International Value Portfolio and Opportunistic Small Cap Portfolio each currently intends to borrow money only for temporary or emergency (not leveraging) purposes, in an amount up to 15% of the value of its total assets (including the amount borrowed) valued at the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made. In addition, Growth and Income Portfolio and Quality Bond Portfolio each may borrow for investment purposes on a secured basis through entering into reverse repurchase agreements.

Dreyfus Stock Index Fund may 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.

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Fund	Borrowing Money for Leverage10	Reverse Repurchase Agreements	Forward Commitments11	Illiquid Securities
Appreciation Portfolio			ü	ü
Dreyfus Stock Index Fund
Growth and Income Portfolio	ü	ü	ü	ü
International Equity Portfolio			ü	ü
International Value Portfolio			ü	ü
Opportunistic Small Cap Portfolio			ü	ü
Quality Bond Portfolio	ü	ü	ü	ü

¹¹Growth and Income Portfolio and Quality Bond Portfolio each intends to engage in forward commitments to increase its financial exposure to the types of securities in which it invests.

Dreyfus Stock Index Fund. The fund is managed by determining which stocks are to be purchased or sold to match, to the extent feasible, the investment characteristics of its Index. The fund will attempt to achieve a correlation between its performance and that of the fund's Index, in both rising and falling markets, 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 gain distributions, increases or decreases in exact proportion to changes in the Index. The fund's ability to correlate its performance with that of its Index, however, may be affected by, among other things, changes in securities markets, the manner in which the total return of the fund's Index is calculated, the size of the fund's portfolio, the amount of cash or cash equivalents held in the fund's portfolio, and the timing, frequency and size of shareholder purchases and redemptions. The fund will use cash flows from shareholder purchase and redemption activity to maintain, to the extent feasible, the similarity of its portfolio to the securities comprising the fund's Index. Inclusion of a security in an Index in no way implies an opinion by the sponsor of the Index as to its attractiveness as an investment. In the future, subject to the approval of the fund's shareholders, the fund may select a different index if such a standard of comparison is deemed to be more representative of the performance of the securities the fund seeks to match. The fund is not sponsored, endorsed, sold or promoted by the sponsor of its Index.

INVESTMENT RESTRICTIONS

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

Fundamental Policies

Except as may be otherwise disclosed in the prospectus, each fund's investment objective is a Fundamental Policy. Additionally, as a matter of Fundamental Policy, each fund, as indicated, may not:

1.Borrowing

Appreciation Portfolio, Growth and Income Portfolio, International Equity Portfolio, International Value Portfolio, Money Market Portfolio, Opportunistic Small Cap Portfolio and Quality Bond Portfolio. Borrow money, except to the extent permitted under the 1940 Act (which currently limits borrowing to no more than 33-1/3% of the value of the fund's total assets). For purposes of this Fundamental Policy, with respect to the Appreciation, Growth and Income, International Equity, International Value and Quality

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Bond Portfolios, the entry into options, forward contracts, futures contracts, including those relating to indices, and options on futures contracts or indices shall not constitute borrowing.

Dreyfus Stock Index Fund. Borrow money or pledge, mortgage or hypothecate its assets, except as described in the prospectus and this SAI and in connection with entering into futures contracts. Collateral arrangements with respect to initial or variation margin for future contracts will not be deemed to be pledges of the fund's assets.

2.Commodities

Appreciation Portfolio, Money Market Portfolio, Opportunistic Small Cap Portfolio and Quality Bond Portfolio. Invest in commodities, except that the Appreciation and Quality Bond Portfolios may invest in futures contracts, including those related to indices, and options on futures contracts or indices, and commodities underlying or related to any such futures contracts as well as invest in forward contracts and currency options.

Growth and Income Portfolio, International Equity Portfolio and International Value Portfolio. Invest in commodities, except that the fund may purchase and sell options, forward contracts, futures contracts, including those related to indices, and options on futures contracts or indices.

Dreyfus Stock Index Fund. Invest in commodities, except that the fund may invest in futures contracts as described in the prospectus and SAI.

3.Issuer Diversification

Appreciation Portfolio, International Value Portfolio, Money Market Portfolio, Opportunistic Small Cap Portfolio and Quality Bond Portfolio. Invest more than 5% of its assets in the obligations of any one issuer, except that up to 25% of the value of the fund's total assets may be invested, and securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities may be purchased, without regard to any such limitation. Notwithstanding the foregoing, to the extent required by the rules of the SEC, the Money Market Portfolio will not invest more than 5% of its assets in the obligations of any one bank.

Appreciation Portfolio, Money Market Portfolio, Opportunistic Small Cap Portfolio and Quality Bond Portfolio. Purchase the securities of any issuer if such purchase would cause the fund to hold more than 10% of the voting securities of such issuer. This Fundamental Policy applies only with respect to 75% of such fund's total assets.

International Value Portfolio. Hold more than 10% of the outstanding voting securities of any single issuer. This Fundamental Policy applies only with respect to 75% of the fund's total assets.

4.Industry Concentration

Appreciation Portfolio, Money Market Portfolio, Opportunistic Small Cap Portfolio and Quality Bond Portfolio. Invest, except in the case of the Money Market Portfolio, more than 25% of its total assets in the securities of issuers in any single industry; provided that for temporary defensive purposes, there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities. The Money Market Portfolio may not invest less than 25% of its assets in obligations issued by banks under normal market conditions.

Growth and Income Portfolio, International Equity Portfolio and International Value Portfolio. Invest more than 25% of the value of its total assets in the securities of issuers in any single industry, provided that there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.

Dreyfus Stock Index Fund. 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.

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5.Investing for Control

Money Market Portfolio, Opportunistic Small Cap Portfolio, Dreyfus Stock Index Fund and Quality Bond Portfolio. 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.

6.Loans

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

Growth and Income Portfolio, International Equity Portfolio and International Value Portfolio. Make loans to others, except through the purchase of debt obligations and the entry into repurchase agreements. However, the fund may lend its portfolio securities in an amount not to exceed 33-1/3% of the value of its total assets. Any loans of portfolio securities will be made according to guidelines established by the SEC and the board.

7.Margin and Short Sales

Money Market Portfolio, Opportunistic Small Cap Portfolio and Quality Bond Portfolio. Sell securities short or purchase securities on margin, except that the Opportunistic Small Cap Portfolio may engage in short sales and each fund may obtain such short-term credit as may be necessary for the clearance of purchases and sales of securities, and the Quality Bond Portfolio may make margin deposits in connection with transactions in options, forward contracts, futures contracts, and options on futures contracts.

Growth and Income Portfolio, International Equity Portfolio and International Value Portfolio. Purchase securities on margin, but the fund may make margin deposits in connection with transactions in options, forward contracts, futures contracts, including those related to indices, and options on futures contracts or indices.

8.Puts/Calls

Growth and Income Portfolio, International Equity Portfolio and International Value Portfolios. Purchase, sell or write puts, calls or combinations thereof, except as described in the prospectus and this SAI.

Money Market Portfolio, Opportunistic Small Cap Portfolio and Quality Bond Portfolio. Purchase or write puts and calls or combinations thereof, except as described in the prospectus and this SAI.

Dreyfus Stock Index Fund. Purchase, sell or write puts, calls or combinations thereof.

9.Companies with Limited Operations

Dreyfus Stock Index Fund, Money Market Portfolio, Opportunistic Small Cap Portfolio and Quality Bond Portfolio. 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.

10.Limit Where Affiliated Persons Involved

Money Market Portfolio, Opportunistic Small Cap Portfolio and Quality Bond Portfolio. Purchase or retain the securities of any issuer if the officers or board members of the fund or of the Manager individually own beneficially more than 0.5% of the securities of such issuer or together own beneficially more than 5% of the securities of such issuer.

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11.Real Estate

Appreciation Portfolio, Money Market Portfolio, Opportunistic Small Cap Portfolio and Quality Bond Portfolio. Purchase or sell real estate or REIT securities, but the fund may purchase and sell securities that are secured by real estate and may purchase and sell securities issued by companies that invest or deal in real estate.

Growth and Income Portfolio, International Equity Portfolio and International Value Portfolio. Purchase, hold or deal in real estate, or oil, gas or other mineral leases or exploration or development programs, but the fund may purchase and sell securities that are secured by real estate or issued by companies that invest or deal in real estate.

Dreyfus Stock Index Fund. 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.

12.Senior Securities

Growth and Income Portfolio, International Equity Portfolio and International Value Portfolio. Issue any senior security (as such term is defined in Section 18(f) of the 1940 Act), except to the extent the activities permitted in Fundamental Policy Nos. 1 and 2 and the fund's Nonfundamental Policy Nos. 3 and 6 may be deemed to give rise to a senior security.

13.Underwriting

Appreciation Portfolio, Money Market Portfolio, Opportunistic Small Cap Portfolio and Quality Bond Portfolio. Act as an underwriter of securities of other issuers.

Growth and Income, International Equity and International Value Portfolios. Act as an underwriter of securities of other issuers, except to the extent the fund may be deemed an underwriter under the Securities Act by virtue of disposing of portfolio securities.

Dreyfus Stock Index Fund. Act as an underwriter of securities of other issuers or purchase securities subject to restrictions on disposition under the Securities Act (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.

14.Warrants

Money Market Portfolio, Opportunistic Small Cap Portfolio and Quality Bond Portfolio. Purchase warrants, except that the Opportunistic Small Cap Portfolio may purchase warrants not to exceed 2% of its net assets. For purposes of this Fundamental Policy, such warrants shall be valued at the lower of cost or market, except that warrants acquired by the fund in units or attached to securities shall not be included within this 2% restriction.

15.Time Deposits

Dreyfus Stock Index Fund. Enter into time deposits maturing in more than seven days or invest in time deposits maturing from two business days through seven calendar days in excess of 10% of the fund's total assets.

Nonfundamental Policies

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

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1.Arbitrage

Dreyfus Stock Index Fund. Engage in arbitrage transactions.

2.Investing for Control

Appreciation Portfolio, Growth and Income Portfolio, International Equity Portfolio and International Value Portfolio. Invest in the securities of a company for the purpose of exercising management or control, but the fund will vote the securities it owns as a shareholder in accordance with its views.

3.Pledging Assets

Appreciation Portfolio, Money Market Portfolio, Opportunistic Small Cap Portfolio and Quality Bond Portfolio. Pledge, hypothecate, mortgage or otherwise encumber its assets, except to the extent necessary to secure permitted borrowings. The entry into collateral arrangements with respect to options, currency options, futures contracts, including those related to indices, and options on futures contracts or indices and arrangements with respect to initial or variation margin for futures contracts or options will not be deemed to be pledges of assets.

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

4.Companies with Limited Operations

Appreciation Portfolio, Growth and Income Portfolio, International Equity Portfolio and International Value Portfolio. 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.

5.Securities of Other Investment Companies

Dreyfus Stock Index Fund, Growth and Income Portfolio, International Equity Portfolio and International Value Portfolio. Purchase securities of other investment companies, except to the extent permitted under the 1940 Act.

6.Puts/Calls

Growth and Income Portfolio, International Equity Portfolio and International Value Portfolio. Purchase, sell or write puts, calls or combinations thereof, except as described in the prospectus and this SAI.

Appreciation Portfolio. Purchase or write puts and calls or combinations thereof, except as described in the prospectus and this SAI.

7.Illiquid Investments

All funds except Dreyfus Stock Index Fund. Enter into repurchase agreements providing for settlement in more than seven days after notice or purchase securities that are illiquid if, in the aggregate, more than 15% (10% with respect to the Money Market Portfolio) of the value of the fund's net assets would be so invested.

8.Margin and Short Sales

Appreciation Portfolio. Sell securities short or purchase securities on margin, except that the fund may obtain such short-term credit as may be necessary for the clearance of purchases and sales of securities.

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Dreyfus Stock Index Fund. Sell securities short, but the fund reserves the right to sell securities short against the box.

9.Warrants

Growth and Income Portfolio, International Equity Portfolio and International Value Portfolio. Purchase warrants in excess of 5% of its net assets. For purposes of this Nonfundamental Policy, such warrants shall be valued at the lower of cost or market, except that warrants acquired by the fund in units or attached to securities shall not be included within this restriction.

Appreciation Portfolio. Purchase warrants, except that the fund may purchase warrants not to exceed 2% of its net assets. For purposes of this Nonfundamental Policy, such warrants shall be valued at the lower of cost or market, except that warrants acquired by the fund in units or attached to securities shall not be included within this 2% restriction.

Dreyfus Stock Index Fund. Purchase warrants (other than those acquired by the fund in units or attached to securities).

10. Issuer Diversification

Appreciation Portfolio, International Value Portfolio, Money Market Portfolio, Opportunistic Small Cap Portfolio and Quality Bond Portfolio. Invest more than 10% of its total assets in the obligations of any one issuer (excluding U.S. Government securities) and to purchase no more than 10% of an issuer's outstanding securities.

Dreyfus Stock Index Fund. 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.

11.Limit Where Affiliated Persons Involved

Appreciation Portfolio. Purchase or retain the securities of any issuer if the officers or board members of the fund, the Manager or Sarofim & Co. individually own beneficially more than 0.5% of the securities of such issuer or together own beneficially more than 5% of the securities of such issuer.

In addition, each fund has adopted the following policies as Nonfundamental Policies: each fund intends (i) to comply with the diversification requirements prescribed in regulations under Section 817(h) of the Code, and (ii) to comply in all material respects with insurance laws and regulations that the fund has been advised are applicable to investments of separate accounts of Participating Insurance Companies.

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

Policies Related to Fund Names

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

Fund	Investment
Dreyfus Stock Index Fund	Stocks included in the S&P 500 Index and in futures whose performance is tied to the index*
International Equity Portfolio International Value Portfolio	Stocks

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Fund	Investment
Opportunistic Small Cap Portfolio	Stocks of small-cap companies
Quality Bond Portfolio	Bonds

^*The fund generally is fully invested in such investments.

SHAREHOLDER SERVICES PLAN(Dreyfus Stock Index Fund—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 fund's average daily net assets for certain allocated expenses with respect to servicing and/or maintaining shareholder accounts.

A quarterly report of the amounts expended under the fund's Shareholder Services Plan, and the purposes for which such expenditures were incurred, must be made to the board for its review. In addition, the Shareholder Services Plan provides that material amendments of the Shareholder Services 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 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 Shareholder Services Plan is terminable at any time by vote of a majority of the board members who are not "interested persons" of the fund and have no direct or indirect financial interest in the operation of the Shareholder Services Plan.

INFORMATION ABOUT THE FUNDS' ORGANIZATION AND STRUCTURE

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

Name	State of Organization	Date of Organization1	Diversification Classification
Dreyfus Stock Index Fund, Inc.	Maryland	January 24, 1989	Non-diversified
Dreyfus Variable Investment Fund	Massachusetts	October 29, 1986
Appreciation Portfolio			Diversified
Growth and Income Portfolio			Non-diversified
International Equity Portfolio			Non-diversified
International Value Portfolio			Diversified
Money Market Portfolio			Diversified
Opportunistic Small Cap Portfolio			Diversified
Quality Bond Portfolio			Diversified

¹As a result of legal requirements relating to the formation of Massachusetts business trusts, there may have been a significant period of time between the dates of organization and commencement of operations for funds organized in this structure, during which time no business or other activities were conducted.

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CERTAIN EXPENSE ARRANGEMENTS AND OTHER DISCLOSURES

Expense Limitations

All funds except Dreyfus Stock Index Fund. The Manager (and, with respect to the Appreciation Portfolio, Sarofim & Co.) has agreed that if, in any fiscal year, the aggregate expenses of a fund, exclusive of taxes, brokerage, interest on borrowings and (with the prior written consent of the necessary state securities commissions) extraordinary expenses, but including the advisory fees, exceed the expense limitation of any state having jurisdiction over the fund, the fund may deduct from the payment to be made to the Manager (and, with respect to the Appreciation Portfolio, Sarofim & Co.) or the Manager (and, with respect to the Appreciation Portfolio, Sarofim & Co.) will bear, such excess expense to the extent required by state law. Such deduction or payment, if any, will be estimated daily, and reconciled and effected or paid, as the case may be, on a monthly basis.

Index Licensing Disclosures (Dreyfus Stock Index Fund only)

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 funds 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 DREYFUS STOCK INDEX 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.

COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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

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PART III

HOW TO BUY SHARES

Initial shares and Service shares are identical, except as to the expenses borne by each class, which may affect performance. See "Distribution Plans (Service Shares Only)." Shares currently are offered only to separate accounts of Participating Insurance Companies. Individuals may not place purchase orders directly with a fund. See the prospectus of the separate account of the Participating Insurance Company for more information on the purchase of fund shares and with respect to the availability for investment in specific funds and specific classes of the funds. The funds do not issue share certificates.

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

As discussed under "Management Arrangements – Distributor," Participating Insurance Companies and other financial intermediaries may receive revenue sharing payments from the Manager or the Distributor. The receipt of such payments could create an incentive for a Participating Insurance Company to recommend or sell fund shares 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 a fund.

Purchase orders from separate accounts based on the amount of premium payments to be invested pursuant to the Policies 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 applicable Fund determined on such business day if the orders are received by the Transfer Agent or other authorized entity in proper form and in accordance with applicable requirements on the next business day and Federal Funds 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. Policy owners should refer to the prospectus for their contracts or Policies in this regard.

Converting Shares

Under certain circumstances, shares of a fund with more than one class may be converted from one class of shares to another class of shares of the same fund. The aggregate dollar value of the shares of the class received upon any such conversion will equal the aggregate dollar value of the converted shares on the date of the conversion.

Information Pertaining to Purchase Orders

Dreyfus Stock Index Fund and Small Cap Stock Index Portfolio. To permit these funds to invest your money as promptly as possible after receipt, thereby maximizing each fund's ability to track its Index, you are urged to transmit your purchase order in proper form so that it may be received by the Transfer Agent prior to 12:00 noon, Eastern time, on the day you want your purchase order to be effective.

HOW TO REDEEM SHARES

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 a fund. Redemption requests 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 applicable fund determined on such business day if the requests are received by the Transfer Agent or another authorized entity in proper form and in accordance with applicable requirements on the next business day.

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It is each Participating Insurance Company's responsibility to properly transmit redemption requests in accordance with applicable requirements. Policy owners should consult their Participating Insurance Company prospectus in this regard. No charges are imposed by the funds when shares are redeemed.

The funds 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 Policy owners arise which would require that a substantial amount of net assets be withdrawn, orderly portfolio management could be disrupted to the potential detriment of such Policy owners.

Redemption Commitment

Each fund has committed itself to pay in cash all redemption requests by any fund shareholder of record, limited in amount during any 90-day period to the lesser of $250,000 or 1% of the value of the fund's net assets at the beginning of such period. Such commitment is irrevocable without the prior approval of the SEC. In the case of requests for redemption from the fund in excess of such amount, the fund's board reserves the right to make payments in whole or in part in securities or other assets of the fund in case of an emergency or any time a cash distribution would impair the liquidity of the fund to the detriment of the existing shareholders. In such event, the securities would be valued in the same manner as the fund's portfolio is valued. If the recipient sells such securities, brokerage charges would be incurred.

Suspension of Redemptions

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

Information Pertaining to Redemptions

Dreyfus Stock Index Fund and Small Cap Stock Index Portfolio. To maximize each fund's ability to track the Index, you are urged to transmit redemption requests so that they may be received by the fund or its Transfer Agent prior to 12:00 noon, Eastern time, on the day upon which separate accounts of Participating Insurance Companies want the redemption requests to be effective.

EXCHANGE PRIVILEGE

Investors can exchange shares of a class for shares of the same class of any other fund managed by the Manager that is offered only to separate accounts established by Participating Insurance Companies to fund Policies, subject to the terms and conditions set forth in the applicable Participating Insurance Company's prospectus. Policy holders should refer to the applicable Participating Insurance Company's prospectus for more information on exchanging fund shares. The funds reserve the right to modify or discontinue the exchange privilege at any time upon 60 days' notice to the Participating Insurance Companies.

DISTRIBUTION PLANS
(Service shares only)

Rule 12b-1 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. Pursuant to a Distribution Plan adopted with respect to Service shares, each fund pays the Distributor at an annual rate of 0.25% of the value of the average daily net assets of the fund's 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 principal underwriters for their variable insurance products. 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 each Distribution Plan will benefit the relevant fund and the holders of the fund's Service shares.

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A quarterly report of the amounts expended under a fund's Distribution Plan, and the purposes for which such expenditures were incurred, must be made to the board for its review. Each Distribution Plan provides that it may not be amended to increase materially the costs that holders of Service shares may bear pursuant to the Distribution Plan without the approval of the holders of Service shares; 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. Each 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. As to each fund, the Distribution Plan is terminable at any time by vote of a majority of the board members who are not "interested persons" with respect to the fund and have no direct or indirect financial interest in the operation of the Distribution Plan or any agreements related to the Distribution Plan or by vote of a majority of the outstanding voting securities of such class.

ADDITIONAL INFORMATION ABOUT INVESTMENTS,
INVESTMENT TECHNIQUES AND RISKS

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

The funds are intended to be funding vehicles for VA contracts and VLI policies to be offered by Participating Insurance Companies and will seek to be offered in as many jurisdictions as possible. Certain states have regulations concerning concentration of investments and certain investment techniques. If applied to a fund, the fund may be limited in its ability to engage in such techniques and to manage its portfolio with the flexibility provided herein. It is each fund's intention to operate in material compliance with current insurance laws and regulations, as applied, in each jurisdiction in which the fund is offered.

All Funds other than the Money Market Portfolio

Equity Securities

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

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

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

Investing in equity securities also poses risks specific to a particular industry, market or sector, such as technology, financial services, consumer goods or natural resources (e.g., oil and gas). To some extent, the prices of equity

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securities tend to move by industry, market or sector. When market conditions favorably affect, or are expected to favorably affect, an industry, the share prices of the equity securities of companies in that industry tend to rise. Conversely, negative news or a poor outlook for a particular industry can cause the share prices of such securities of companies in that industry to decline quickly.

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

Preferred Stock. Preferred stock is a form of equity ownership in a corporation. Generally, preferred stock has a specified dividend and ranks after bonds and before common stocks in its claim on income for dividend payments and on assets should the company be liquidated. The market value of preferred stock generally increases when interest rates decline and decreases when interest rates rise, but, as with debt securities, also is affected by the issuer's ability or perceived ability to make payments on the preferred stock. While most preferred stocks pay a dividend, a fund may purchase preferred stock where the issuer has omitted, or is in danger of omitting, payment of its dividend. Such investments would be made primarily for their capital appreciation potential. Certain classes of preferred stock are convertible, meaning the preferred stock is convertible into shares of common stock of the issuer. Holding convertible preferred stock can provide a steady stream of dividends and the option to convert the preferred stock to common stock.

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

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

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

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

Convertible securities provide for a stable stream of income with generally higher yields than common stocks, but there can be no assurance of current income because the issuers of the convertible securities may default on their

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obligations. A convertible security, in addition to providing fixed-income, offers the potential for capital appreciation through the conversion feature, which enables the holder to benefit from increases in the market price of the underlying common stock. There can be no assurance of capital appreciation, however, because securities prices fluctuate. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality because of the potential for capital appreciation.

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

Warrants. A warrant is a form of derivative that gives the holder the right to subscribe to a specified amount of the issuing corporation's securities at a set price for a specified period of time. Warrants are subject to the same market risk as stocks, but may be more volatile in price. A fund's investment in warrants will not entitle it to receive dividends or exercise voting rights and will become worthless if the warrants cannot be profitably exercised before the expiration dates. Warrants or other non-income producing equity securities may be received in connection with a fund's investments in corporate debt securities (further described below), or restructuring of investments. Bonds with warrants attached to purchase equity securities have many characteristics of convertible bonds and their prices may, to some degree, reflect the performance of the underlying stock.

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

Fixed-Income Securities

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

Failure of an issuer to make timely interest or principal payments, or a decline or perception of a decline in the credit quality of a fixed-income security (known as credit risk), can cause the security's price to fall, potentially lowering a

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fund's share price. The values of fixed-income securities also may be affected by changes in the credit rating of the issuer. Once the rating of a portfolio security has been changed, a fund will consider all circumstances deemed relevant in determining whether to continue to hold the security. Fixed-income securities rated below investment grade by the Rating Agencies may be subject to greater risks with respect to the issuing entity and to greater market fluctuations than certain lower yielding, higher-rated fixed-income securities. See "High Yield and Lower-Rated Securities" below for a discussion of those securities and see "Rating Categories" below for a general description of the Rating Agencies' ratings.

As a measure of a fixed-income security's cash flow, duration is an alternative to the concept of "term to maturity" in assessing the price volatility associated with changes in interest rates (known as interest rate risk). Generally, the longer the duration, the more volatility an investor should expect. For example, the market price of a bond with a duration of three years would be expected to decline 3% if interest rates rose 1%. Conversely, the market price of the same bond would be expected to increase 3% if interest rates fell 1%. The market price of a bond with a duration of six years would be expected to increase or decline twice as much as the market price of a bond with a three-year duration. Duration is a way of measuring a security's maturity in terms of the average time required to receive the present value of all interest and principal payments as opposed to its term to maturity. The maturity of a security measures only the time until final payment is due; it does not take account of the pattern of a security's cash flows over time, which would include how cash flow is affected by prepayments and by changes in interest rates. Incorporating a security's yield, coupon interest payments, final maturity and option features into one measure, duration is computed by determining the weighted average maturity of a bond's cash flows, where the present values of the cash flows serve as weights. In computing the duration of a fund, the Adviser will estimate the duration of obligations that are subject to features such as prepayment or redemption by the issuer, put options retained by the investor or other imbedded options, taking into account the influence of interest rates on prepayments and coupon flows.

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

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

U.S. Government Securities. U.S. Government securities are issued or guaranteed by the U.S. Government or its agencies or instrumentalities. U.S. Government securities include Treasury bills, Treasury notes and Treasury bonds, which differ in their interest rates, maturities and times of issuance. Treasury bills have initial maturities of one year or less; Treasury notes have initial maturities of one to ten years; and Treasury bonds generally have initial maturities of greater than ten years. Some obligations issued or guaranteed by U.S. Government agencies and instrumentalities are supported by the full faith and credit of the Treasury; others by the right of the issuer to borrow from the Treasury; others by discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; and others only by the credit of the agency or instrumentality. These securities bear fixed, floating or variable rates of interest. While the U.S. Government currently provides financial support to such U.S. Government-sponsored agencies or instrumentalities, no assurance can be given that it will always do so, since

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it is not so obligated by law. A security backed by the Treasury or the full faith and credit of the United States is guaranteed only as to timely payment of interest and principal when held to maturity. Neither the market value nor a fund's share price is guaranteed.

TIPS are issued by the Treasury and are designed to provide investors a long-term investment vehicle that is not vulnerable to inflation. The interest rate paid by TIPS is fixed, while the principal value rises or falls semi-annually based on changes in a published Consumer Price Index. Thus, if inflation occurs, the principal and interest payments on the TIPS are adjusted accordingly to protect investors from inflationary loss. During a deflationary period, the principal and interest payments decrease, although the TIPS' principal will not drop below its face value at maturity. In exchange for the inflation protection, TIPS generally pay lower interest rates than typical Treasury securities. Only if inflation occurs will TIPS offer a higher real yield than a conventional Treasury bond of the same maturity. The secondary market for TIPS may not be as active or liquid as the secondary market for conventional Treasury securities. See also "Inflation-Indexed Securities" below.

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

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

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

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

High Yield and Lower-Rated Securities. Fixed-income securities rated below investment grade, such as those rated Ba by Moody's or BB by S&P and Fitch, and as low as those rated Caa/CCC by Rating Agencies at the time of purchase (commonly known as "high yield" or "junk" bonds), or, if unrated, deemed to be of comparable quality by the Adviser, though higher yielding, are characterized by higher risk. See "Rating Categories" below for a general description of securities ratings. These securities may be subject to certain risks with respect to the issuing entity and to greater market fluctuations than certain lower yielding, higher-rated securities. These securities generally are considered by the Rating Agencies to be, on balance, predominantly speculative with respect to the issuer's ability to

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make principal and interest payments in accordance with the terms of the obligation and generally will involve more credit risk than securities in the higher rating categories. The ratings of Rating Agencies represent their opinions as to the quality of the obligations which they undertake to rate. It should be emphasized, however, that ratings are relative and subjective and are not absolute standards of quality and, although ratings may be useful in evaluating the safety or interest and principal payments, they do not evaluate the market value risk of such obligations. Although these ratings may be an initial criterion for selection of portfolio investments, the Adviser also will evaluate these securities and the ability of the issuers of such securities to pay interest and principal based upon financial and other available information. The success of a fund's investments in lower-rated securities may be more dependent on the Adviser's credit analysis than might be the case for investments in higher-rated securities.

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

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

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

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

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

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

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

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

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

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

The value of inflation-indexed securities is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if the rate of inflation rises at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed securities. In contrast, if nominal interest rates increase at a faster rate than

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

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

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

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

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

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

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

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

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

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

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

Mortgage-related securities generally are subject to credit risks associated with the performance of the underlying mortgage properties and to prepayment risk. In certain instances, the credit risk associated with mortgage-related securities can be reduced by third party guarantees or other forms of credit support. Improved credit risk does not

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

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

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

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

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Payments to holders of Ginnie Maes consist of the monthly distributions of interest and principal less GNMA's and the issuer's fees. The actual yield to be earned by a holder of a Ginnie Mae is calculated by dividing interest payments by the purchase price paid for the Ginnie Mae (which may be at a premium or a discount from the face value of the certificate). Monthly distributions of interest, as contrasted to semi-annual distributions which are common for other fixed interest investments, have the effect of compounding and thereby raising the effective annual yield earned on Ginnie Maes.

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

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

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

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estate project and the cash flow generated therefrom. Consequently, adverse changes in economic conditions and circumstances are more likely to have an adverse impact on mortgage-related securities secured by loans on certain types of commercial properties than those secured by loans on residential properties. The risks that recovery or repossessed collateral might be unavailable or inadequate to support payments on commercial mortgage-related securities may be greater than is the case for non-multifamily residential mortgage-related securities.

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

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

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

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

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

Stripped Mortgage-Backed Securities. Stripped mortgage-backed securities are created by segregating the cash flows from underlying mortgage loans or mortgage securities to create two or more new securities, each with a specified percentage of the underlying security's principal or interest payments. Mortgage securities may be partially stripped so that each investor class receives some interest and some principal. When securities are

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

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

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

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

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

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

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

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

Municipal Securities.

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

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

While, in general, municipal securities are tax exempt securities having relatively low yields as compared to taxable, non-municipal securities of similar quality, certain municipal securities are taxable obligations, offering yields comparable to, and in some cases greater than, the yields available on other permissible investments.

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

Municipal securities include certain private activity bonds (a type of revenue bond issued by or on behalf of public authorities to raise money to finance various privately operated or public facilities and for which the payment of principal and interest is dependent solely on the ability of the facility's user to meet its financial obligations and the pledge, if any, of real and personal property so financed as security for such payment), the income from which is subject to the alternative minimum tax. Taxable municipal securities also may include remarketed certificates of

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participation. Certain funds may invest in these municipal securities if the Adviser determines that their purchase is consistent with a fund's investment objective.

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

Certain provisions in the Code relating to the issuance of municipal securities may reduce the volume of municipal securities qualifying for federal tax exemption. One effect of these provisions could be to increase the cost of the municipal securities available for purchase by a fund and thus reduce available yield. Shareholders should consult their tax advisors concerning the effect of these provisions on an investment in such a fund. Proposals that may restrict or eliminate the income tax exemption for interest on municipal securities may be introduced in the future. If any such proposal were enacted that would reduce the availability of municipal securities for investment by a fund so as to adversely affect fund shareholders, the fund would reevaluate its investment objective and policies and submit possible changes in the fund's structure to shareholders for their consideration.

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

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

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in evaluating the liquidity and credit quality of a lease obligation that is unrated, the board has directed the Adviser to consider: (1) whether the lease can be canceled; (2) what assurance there is that the assets represented by the lease can be sold; (3) the strength of the lessee's general credit (e.g., its debt, administrative, economic and financial characteristics); (4) the likelihood that the municipality will discontinue appropriating funding for the leased property because the property is no longer deemed essential to the operations of the municipality (e.g., the potential for an "event of non-appropriation"); (5) the legal recourse in the event of failure to appropriate; and (6) such other factors concerning credit quality as the Adviser may deem relevant.

Indexed and Inverse Floating Rate Municipal Securities. Indexed rate municipal securities are securities that pay interest or whose principal amount payable upon maturity is based on the value of an index of interest rates. Interest and principal payable on certain securities also may be based on relative changes among particular indexes. So-called "inverse floating obligations" or "residual interest bonds" ("inverse floaters") are derivative instruments created by depositing municipal securities in a trust which divides the bond's income stream into two parts: (1) a short-term variable rate demand note; and (2) a residual interest bond (the inverse floater) which receives interest based on the remaining cash flow of the trust after payment of interest on the note and various trust expenses. The interest rate on the inverse floater varies inversely with a floating rate (which may be reset periodically by a "Dutch" auction, a remarketing agent or by reference a short-term tax-exempt interest rate index), usually moving in the opposite direction as the interest on the variable rate demand note.

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

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

Real Estate Investment Trusts (REITs)

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

REITs are characterized as equity REITs, mortgage REITs and hybrid REITs. Equity REITs, which may include operating or finance companies, own real estate directly and the value of, and income earned by, the REITs depends

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

Money Market Instruments

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

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

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

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

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

Foreign Securities

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

Investing in the securities of foreign issuers, as well as instruments that provide investment exposure to foreign securities and markets, involves risks that are not typically associated with investing in U.S. dollar-denominated securities of domestic issuers. Investments in foreign issuers may be affected by changes in currency rates (i.e., affecting the value of assets as measured in U.S. dollars), changes in foreign or U.S. laws or restrictions applicable to such investments and in exchange control regulations (e.g., currency blockage). A decline in the exchange rate of the currency (i.e., weakening of the currency against the U.S. dollar) in which a portfolio security is quoted or

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denominated relative to the U.S. dollar would reduce the value of the portfolio security. A change in the value of such foreign currency against the U.S. dollar also will result in a change in the amount of income available for distribution. If a portion of a fund's investment income may be received in foreign currencies, such fund will be required to compute its income in U.S. dollars for distribution to shareholders, and therefore the fund will absorb the cost of currency fluctuations. After the fund has distributed income, subsequent foreign currency losses may result in the fund having distributed more income in a particular fiscal period than was available from investment income, which could result in a return of capital to shareholders. In addition, if the exchange rate for the currency in which a fund receives interest payments declines against the U.S. dollar before such income is distributed as dividends to shareholders, the fund may have to sell portfolio securities to obtain sufficient cash to enable the fund to pay such dividends. Commissions on transactions in foreign securities may be higher than those for similar transactions on domestic stock markets, and foreign custodial costs are higher than domestic custodial costs. In addition, clearance and settlement procedures may be different in foreign countries and, in certain markets, such procedures have on occasion been unable to keep pace with the volume of securities transactions, thus making it difficult to conduct such transactions.

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

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

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

Certain Asian Emerging Market Countries. The performance of a fund that concentrates its investments in Asian emerging market countries is expected to be closely tied to social, political and economic conditions within Asia and to be more volatile than the performance of more geographically diversified funds. Many Asian economies are characterized by over-extension of credit, frequent currency fluctuation, devaluations and restrictions, rising unemployment, rapid fluctuations in inflation, reliance on exports and less efficient markets. Currency devaluation

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in one Asian country can have a significant effect on the entire region. The legal systems in many Asian countries are still developing, making it more difficult to obtain and/or enforce judgments.

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

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

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

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

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

Investment Companies

The 1940 Act, subject to a fund's own more restrictive limitations, if applicable, limits a fund's investment in securities issued by registered and unregistered investment companies, including exchange-traded funds (discussed below), subject to certain exceptions, currently is limited to: (1) 3% of the total voting stock of any one investment company; (2) 5% of the fund's total assets with respect to any one investment company; and (3) 10% of the fund's total assets in the aggregate. As a shareholder of another investment company, a fund would bear, along with other shareholders, its pro rata portion of the other investment company's expenses, including advisory fees. These expenses would be in addition to the advisory fees and other expenses that the fund bears directly in connection with its own operations. A fund also may invest its uninvested cash reserves or cash it receives as collateral from borrowers of its portfolio securities in connection with the fund's securities lending program, in shares of one or

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more money market funds advised by the Manager. Such investments will not be subject to the limitations described above.

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

Exchange-Traded Funds (ETFs)

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

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

Derivatives

Depending on the fund, derivatives may be used for a variety of reasons, including to (1) hedge to seek to mitigate certain market, interest rate or currency risks; (2) to manage the maturity or the interest rate sensitivity (sometimes called duration) of fixed-income securities; (3) to provide a substitute for purchasing or selling particular securities to reduce portfolio turnover, to seek to obtain a particular desired return at a lower cost to a fund than if the fund had invested directly in an instrument yielding the desired return, such as when a fund "equitizes" available cash balances by using a derivative instrument to gain exposure to relevant equity investments or markets consistent with its investment objective and policies, or for other reasons; or (4) to seek to increase potential returns. Generally, a derivative is a financial contract whose value depends upon, or is derived from, the value of an underlying asset, reference rate or index, and may relate to stocks, bonds, interest rates, currencies or currency exchange rates and related indexes. Derivatives may provide a cheaper, quicker or more specifically focused way to invest than "traditional" securities would. Examples of derivative instruments include options contracts, futures contracts, options on futures contracts, forward contracts, swap agreements, credit derivatives, structured securities and participatory notes. Whether or not a fund may use some or all of these derivatives varies by fund. In addition, a

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fund's portfolio managers may decide not to employ some or all of these strategies, and there is no assurance that any derivatives strategy used by the fund will succeed.

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

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

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

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

Successful use of certain derivatives may be a highly specialized activity that requires skills that may be different than the skills associated with ordinary portfolio securities transactions. If the Adviser is incorrect in its forecasts of market factors, or a counterparty defaults, investment performance would diminish compared with what it would have been if derivatives were not used. Successful use of derivatives by a fund also is subject to the Adviser's ability to predict correctly movements in the direction of the relevant market and, to the extent the transaction is entered into for hedging purposes, to ascertain the appropriate correlation between the securities or position being hedged and the price movements of the corresponding derivative position. For example, if a fund enters into a derivative position to hedge against the possibility of a decline in the market value of securities held in its portfolio

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and the prices of such securities instead increase, the fund will lose part or all of the benefit of the increased value of securities which it has hedged because it will have offsetting losses in the derivative position.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

A swap option is a contract (sometimes called "swaptions") that gives a counterparty the right (but not the obligation) in return for payment of a premium, to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. A cash-settled option on a swap gives the purchaser the right, in return for the premium paid, to receive an amount of cash equal to the value of the underlying swap as of the exercise date. These options typically are entered into with institutions, including securities brokerage firms. Depending on the terms of the particular option agreement, a fund generally will incur a greater degree of risk when it writes a swap option than it will incur when it purchases a swap option. When a fund purchases a swap option, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However, when a fund writes a swap option, upon exercise of the option the fund will become obligated according to the terms of the underlying agreement.

The swaps market has been an evolving and largely unregulated market. It is possible that developments in the swaps market, including new regulatory requirements, could limit or prevent a fund's ability to utilize swap agreements or options on swaps as part of its investment strategy, terminate existing swap agreements or realize amounts to be received under such agreements, which could negatively affect the fund. As discussed above, some swaps currently are, and more in the future will be, centrally cleared, which affects how swaps are transacted. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted on July 21, 2010 (the "Dodd-Frank Act"), has resulted in new clearing and exchange-trading requirements for swaps and other over-the-counter derivatives. The Dodd-Frank Act also requires the CFTC and/or the SEC, in consultation with banking regulators, to establish capital requirements for swap dealers and major swap participants as well as requirements for margin on uncleared derivatives, including swaps, in certain circumstances that will be clarified by rules proposed by the CFTC and/or the SEC. In addition, the CFTC and the SEC are reviewing the current regulatory requirements applicable to derivatives, including swaps, and it is not certain at this time how the regulators may change these requirements. For example, some legislative and regulatory proposals would impose limits on the maximum

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position that could be held by a single trader in certain contracts and would subject certain derivatives transactions to new forms of regulation that could create barriers to certain types of investment activity. Other provisions would expand entity registration requirements; impose business conduct, reporting and disclosure requirements on dealers, recordkeeping on counterparties such as the funds; and require banks to move some derivatives trading units to a non-guaranteed (but capitalized) affiliate separate from the deposit-taking bank or divest them altogether. While some provisions of the Dodd-Frank Act have either already been implemented through rulemaking by the CFTC and/or the SEC or must be implemented through future rulemaking by those and other federal agencies, and any regulatory or legislative activity may not necessarily have a direct, immediate effect upon the funds, it is possible that, when compliance with these rules is required, they could potentially limit or completely restrict the ability of a fund to use certain derivatives as a part of its investment strategy, increase the cost of entering into derivatives transactions or require more assets of the fund to be used for collateral in support of those derivatives than is currently the case. Limits or restrictions applicable to the counterparties with which a fund engages in derivative transactions also could prevent the funds from using derivatives or affect the pricing or other factors relating to these transactions, or may change the availability of certain derivatives.

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

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

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

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

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

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

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

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

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

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

Combined Transactions. Certain funds may enter into multiple transactions, including multiple options, futures, swap, currency and/or interest rate transactions, and any combination of options, futures, swaps, currency and/or interest rate transactions ("combined transactions"), instead of a single transaction, as part of a single or combined strategy when, in the opinion of the Adviser, it is in the best interests of the fund to do so. A combined transaction will usually contain elements of risk that are present in each of its component transactions. Although combined transactions are normally entered into based on the Adviser's judgment that the combined strategies will reduce risk or otherwise more effectively achieve the desired portfolio management goal, it is possible that the combination will instead increase such risks or hinder achievement of the portfolio management objective.

Future Developments. A fund may take advantage of opportunities in derivatives transactions which are not presently contemplated for use by the fund or which are not currently available but which may be developed, to the extent such opportunities are both consistent with the fund's investment objective and legally permissible for the fund. Before a fund enters into such transactions or makes any such investment, the fund will provide appropriate disclosure in its prospectus or this SAI.

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Foreign Currency Transactions

Investments in foreign currencies, including investing directly in foreign currencies, holding financial instruments that provide exposure to foreign currencies, or investing in securities that trade in, or receive revenues in, foreign currencies, are subject to the risk that those currencies will decline in value relative to the U.S. dollar.

Depending on the fund, foreign currency transactions could be entered into for a variety of purposes, including: (1) to fix in U.S. dollars, between trade and settlement date, the value of a security a fund has agreed to buy or sell; (2) to hedge the U.S. dollar value of securities the fund already owns, particularly if it expects a decrease in the value of the currency in which the foreign security is denominated; or (3) to gain or reduce exposure to the foreign currency for investment purposes. Foreign currency transactions may involve, for example, a fund's purchase of foreign currencies for U.S. dollars or the maintenance of short positions in foreign currencies. A short position would involve the fund agreeing to exchange an amount of a currency it did not currently own for another currency at a future date in anticipation of a decline in the value of the currency sold relative to the currency the fund contracted to receive. A fund may engage in cross currency hedging against price movements between currencies, other than the U.S. dollar, caused by currency exchange rate fluctuations. In addition, a fund might seek to hedge against changes in the value of a particular currency when no derivative instruments on that currency are available or such derivative instruments are more expensive than certain other derivative instruments. In such cases, the fund may hedge against price movements in that currency by entering into transactions using derivative instruments on another currency or a basket of currencies, the values of which the Adviser believes will have a high degree of positive correlation to the value of the currency being hedged. The risk that movements in the price of the derivative instrument will not correlate perfectly with movements in the price of the currency being hedged is magnified when this strategy is used.

Currency hedging may substantially change a fund's exposure to changes in currency exchange rates and could result in losses if currencies do not perform as the Adviser anticipates. There is no assurance that a fund's currency hedging activities will be advantageous to the fund or that the Adviser will hedge at an appropriate time.

The cost of engaging in foreign currency exchange contracts for the purchase or sale of a specified currency at a specified future date ("forward contracts") varies with factors such as the currency involved, the length of the contract period and the market conditions then prevailing. Because forward contracts are usually entered into on a principal basis, no fees or commissions are involved. Generally, secondary markets do not exist for forward contracts, with the result that closing transactions can be made for forward contracts only by negotiating directly with the counterparty to the contract. As with other over-the-counter derivatives transactions, forward contracts are subject to the credit risk of the counterparty.

Currency exchange rates may fluctuate significantly over short periods of time. They generally are determined by the forces of supply and demand in the foreign exchange markets and the relative merits of investments in different countries, actual or perceived changes in interest rates and other complex factors, as seen from an international perspective. Currency exchange rates also can be affected unpredictably by intervention, or failure to intervene, by U.S. or foreign governments or central banks, or by currency controls or political developments in the United States or abroad.

The value of derivative instruments on foreign currencies depends on the value of the underlying currency relative to the U.S. dollar. Because foreign currency transactions occurring in the interbank market might involve substantially larger amounts than those involved in the use of foreign currency derivative instruments, a fund could be disadvantaged by having to deal in the odd lot market (generally consisting of transactions of less than $1 million) for the underlying foreign currencies at prices that are less favorable than for round lots.

There is no systematic reporting of last sale information for foreign currencies or any regulatory requirement that quotations available through dealers or other market sources be firm or revised on a timely basis. Quotation information generally is representative of very large transactions in the interbank market and thus might not reflect odd-lot transactions where rates might be less favorable. The interbank market in foreign currencies is a global, round-the-clock market.

Settlement of transactions involving foreign currencies might be required to take place within the country issuing the underlying currency. Thus, a fund might be required to accept or make delivery of the underlying foreign currency

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in accordance with any U.S. or foreign regulations regarding the maintenance of foreign banking arrangements by U.S. residents and might be required to pay any fees, taxes and charges associated with such delivery assessed in the issuing country.

Short-Selling

In these transactions, a fund sells a security it does not own in anticipation of a decline in the market value of the security. A fund may make short sales to hedge positions, for duration and risk management, to maintain portfolio flexibility or to seek to enhance returns. To complete a short sale transaction, a fund must borrow the security to make delivery to the buyer. The fund is obligated to replace the security borrowed by purchasing it subsequently at the market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by the fund, which would result in a loss or gain, respectively. In certain cases, purchasing a security to cover a short position can itself cause the price of the security to rise, thereby exacerbating any loss, especially in an environment where others are taking the same actions. A fund also may make short sales "against the box," in which the fund enters into a short sale of a security it owns or has the immediate and unconditional right to acquire at no additional cost at the time of the sale.

Until a fund closes its short position or replaces the borrowed security, the fund will: (1) segregate permissible liquid assets in an amount that, together with the amount provided as collateral, always equals the current value of the security sold short; or (2) otherwise cover its short position through offsetting positions.

Lending Portfolio Securities

Fund portfolio securities may be lent to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions. In connection with such loans, a fund would remain the owner of the loaned securities and continue to be entitled to payments in amounts equal to the interest, dividends or other distributions payable on the loaned securities. A fund also has the right to terminate a loan at any time. Any voting rights that accompany the loaned securities generally pass to the borrower of the securities, but the fund retains the right to recall a security and may then exercise the security's voting rights. In order to vote the proxies of securities out on loan, the securities must be recalled prior to the established record date. A fund may recall the loan to vote proxies if a material issue affecting the fund's investment is to be voted upon. Subject to a fund's own more restrictive limitations, if applicable, an investment company is limited in the amount of portfolio securities it may loan to 33-1/3% of its total assets (including the value of all assets received as collateral for the loan). A fund will receive collateral consisting of cash or cash equivalents or, to the extent a permissible investment for the fund, U.S. Government securities or irrevocable letters of credit, which will be maintained at all times in an amount equal to at least 100% of the current market value of the loaned securities. If the collateral consists of a letter of credit or securities, the borrower will pay the fund a loan premium fee. If the collateral consists of cash, the fund will reinvest the cash and pay the borrower a pre-negotiated fee or "rebate" from any return earned on the investment. A fund may participate in a securities lending program operated by the Lending Agent. The Lending Agent will receive a percentage of the total earnings of the fund derived from lending its portfolio securities. Should the borrower of the securities fail financially, the fund may experience delays in recovering the loaned securities or exercising its rights in the collateral. Loans are made only to borrowers that are deemed by the Adviser to be of good financial standing. In a loan transaction, a fund will also bear the risk of any decline in value of securities acquired with cash collateral. A fund will minimize this risk by limiting the investment of cash collateral to money market funds advised by the Manager, repurchase agreements or other high quality instruments with short maturities, in each case to the extent it is a permissible investment for the fund.

Borrowing Money

The 1940 Act, subject to a fund's own more restrictive limitations, if applicable, permits an investment company to borrow in an amount up to 33-1/3% of the value of its total assets. Such borrowings may be for temporary or emergency purposes or for leveraging. If borrowings are for temporary or emergency (not leveraging) purposes, when such borrowings exceed 5% of the value of a fund's total assets the fund will not make any additional investments.

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Borrowing Money for Leverage. Leveraging (buying securities using borrowed money) exaggerates the effect on NAV of any increase or decrease in the market value of a fund's investments. These borrowings will be subject to interest costs which may or may not be recovered by appreciation of the securities purchased; in certain cases, interest costs may exceed the return received on the securities purchased. For borrowings for investment purposes, the 1940 Act requires a fund to maintain continuous asset coverage (total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed. If the required coverage should decline as a result of market fluctuations or other reasons, the fund may be required to sell some of its portfolio securities within three days to reduce the amount of its borrowings and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at that time. A fund also may be required to maintain minimum average balances in connection with such borrowing or pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate.

Reverse Repurchase Agreements. Reverse repurchase agreements may be entered into with banks, broker/dealers or other financial institutions. This form of borrowing involves the transfer by a fund of an underlying debt instrument in return for cash proceeds based on a percentage of the value of the security. The fund retains the right to receive interest and principal payments on the security. At an agreed upon future date, the fund repurchases the security at principal plus accrued interest. As a result of these transactions, the fund is exposed to greater potential fluctuations in the value of its assets and its NAV per share. These borrowings will be subject to interest costs which may or may not be recovered by appreciation of the securities purchased; in certain cases, interest costs may exceed the return received on the securities purchased. To the extent a fund enters into a reverse repurchase agreement, the fund will segregate permissible liquid assets at least equal to the aggregate amount of its reverse repurchase obligations, plus accrued interest, in certain cases, in accordance with SEC guidance. The SEC views reverse repurchase transactions as collateralized borrowings by a fund.

Forward Commitments. The purchase or sale of securities on a forward commitment (including "TBA" (to be announced)), when-issued or delayed-delivery basis, means delivery and payment take place at a future date at a predetermined price and/or yield. Typically, no interest accrues to the purchaser until the security is delivered. When purchasing a security on a forward commitment basis, a fund assumes the risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its NAV. Purchasing securities on a forward commitment, when-issued or delayed-delivery basis can involve the additional risk that the yield available in the market when the delivery takes place actually may be higher than that obtained in the transaction itself. The sale of securities on a forward commitment or delayed-delivery basis involves the risk that the prices available in the market on the delivery date may be greater than those obtained in the sale transaction.

Debt securities purchased on a forward commitment, when-issued or delayed-delivery basis are subject to changes in value based upon the perception of the creditworthiness of the issuer and changes, real or anticipated, in the level of interest rates (i.e., appreciating when interest rates decline and depreciating when interest rates rise). Securities purchased on a forward commitment, when-issued or delayed-delivery basis may expose a fund to risks because they may experience declines in value prior to their actual delivery. A fund will make commitments to purchase such securities only with the intention of actually acquiring the securities, but the fund may sell these securities or dispose of the commitment before the settlement date if it is deemed advisable as a matter of investment strategy. A fund would engage in forward commitments to increase its portfolio's financial exposure to the types of securities in which it invests. If the fund is fully or almost fully invested when forward commitment purchases are outstanding, such purchases may result in a form of leverage. Leveraging the portfolio in this manner will increase the fund's exposure to changes in interest rates and may result in greater potential fluctuation in the value of the fund's net assets and its NAV per share. A fund will segregate permissible liquid assets at least equal at all times to the amount of the fund's purchase commitments.

Illiquid Securities

Illiquid Securities Generally. The 1940 Act, subject to a fund's own more restrictive limitations, if applicable, limits funds other than money market funds to 15% of net assets in illiquid securities. Illiquid securities, which are securities that cannot be sold or disposed of in the ordinary course of business within seven days at approximately the value ascribed to them by a fund, may include securities that are not readily marketable, such as securities that are subject to legal or contractual restrictions on resale that do not have readily available market quotations,

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repurchase agreements providing for settlement in more than seven days after notice and certain privately negotiated derivatives transactions and securities used to cover such derivatives transactions. As to these securities, there is a risk that, should a fund desire to sell them, a ready buyer will not be available at a price the fund deems representative of their value, which could adversely affect the value of a fund's net assets.

Section 4(2) Paper and Rule 144A Securities."Section 4(2) paper" consists of commercial obligations issued in reliance on the so-called "private placement" exemption from registration afforded by Section 4(2) of the Securities Act. Section 4(2) paper is restricted as to disposition under the federal securities laws, and generally is sold to institutional investors that agree that they are purchasing the paper for investment and not with a view to public distribution. Any resale by the purchaser must be pursuant to registration or an exemption therefrom. Section 4(2) paper normally is resold to other institutional investors through or with the assistance of the issuer or investment dealers who make a market in the Section 4(2) paper, thus providing liquidity. "Rule 144A securities" are securities that are not registered under the Securities Act but that can be sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act. Rule 144A securities generally must be sold to other qualified institutional buyers. If a particular investment in Section 4(2) paper or Rule 144A securities is not determined to be liquid, that investment will be included within the percentage limitation on investment in illiquid securities. Investing in Rule 144A securities could have the effect of increasing the level of fund illiquidity to the extent that qualified institutional buyers become, for a time, uninterested in purchasing these securities from a fund or other holders. Liquidity determinations with respect to Section 4(2) paper and Rule 144A securities will be made by the fund's board or by the Adviser pursuant to guidelines established by the board. The fund's board or the Adviser will consider availability of reliable price information and other relevant information in making such determinations.

Non-Diversified Status

A fund's classification as a "non-diversified" investment company means that the proportion of the fund's assets that may be invested in the securities of a single issuer is not limited by the 1940 Act. The 1940 Act generally requires a "diversified" investment company, with respect to 75% of its total assets, to invest not more than 5% of such assets in securities of a single issuer. Since a relatively high percentage of a fund's assets may be invested in the securities of a limited number of issuers or industries, the fund may be more sensitive to changes in the market value of a single issuer or industry. However, to meet federal tax requirements, at the close of each quarter a fund may not have more than 25% of its total assets invested in any one issuer and, with respect to 50% of its total assets, not more than 5% of its total assets invested in any one issuer. These limitations do not apply to U.S. Government securities or investments in certain other investment companies.

Investments in the Technology Sector

The technology sector has been among the most volatile sectors of the stock market. Many technology companies involve greater risks because their revenues and earnings tend to be less predictable (and some companies may be experiencing significant losses) and their share prices tend to be more volatile. Certain technology companies may have limited product lines, markets or financial resources, or may depend on a limited management group. In addition, these companies are strongly affected by worldwide technological developments, and their products and services may not be economically successful or may quickly become outdated. Investor perception may play a greater role in determining the day-to-day value of technology stocks than it does in other sectors. Investments made in anticipation of future products and services may decline dramatically in value if the anticipated products or services are delayed or cancelled.

Money Market Portfolio

The Money Market Portfolio attempts to increase yields by trading to take advantage of short-term market variations. This policy is expected to result in high portfolio turnover but should not adversely affect the fund since the fund usually does not pay brokerage commissions when purchasing short-term obligations. The value of the portfolio securities held by the fund will vary inversely to changes in prevailing interest rates and, therefore, are subject to the risk of market price fluctuations. Thus, if interest rates have increased from the time a security was purchased, such security, if sold, might be sold at a price less than its cost. Similarly, if interest rates have declined from the time a security was purchased, such security, if sold, might be sold at a price greater than its purchase cost. In any event, if a security was purchased at face value and held to maturity and was paid in full, no gain or loss

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would be realized. The values of fixed-income securities also may be affected by changes in the credit rating or financial condition of the issuing entities.

Ratings of Securities

If, subsequent to its purchase by the fund, (a) a portfolio security ceases to be rated in the highest rating category by at least two rating organizations (or one rating organization if the instrument was rated by only one such organization) or the board determines that it is no longer of comparable quality or (b) the Manager becomes aware that any portfolio security not so highly rated or any unrated security has been given a rating by any rating organization below the rating organization's second highest rating category, the board will reassess promptly whether such security continues to present minimal credit risks and will cause the fund to take such action as it determines is in the best interest of the fund and its shareholders; provided that the reassessments required by clauses (a) and (b) are not required if the portfolio security is disposed of or matures within five business days of the specified event and, in the case of events specified in clause (b), the board is subsequently notified of the Manager's actions. To the extent the ratings given by a Rating Agency for securities change as a result of changes in such organizations or their rating systems, the fund will attempt to use comparable ratings as standards for its investments in accordance with the investment policies described in such fund's prospectus and this SAI. The ratings of the Rating Agencies represent their opinions as to the quality of the securities which they undertake to rate. It should be emphasized, however, that ratings are relative and subjective and are not absolute standards of quality. Although these ratings may be an initial criterion for selection of portfolio investments, the Manager also will evaluate these securities and the creditworthiness of the issuers of such securities based upon financial and other available information.

Treasury Securities

Treasury securities include Treasury bills, Treasury notes and Treasury bonds that differ in their interest rates, maturities and times of issuance. Treasury bills have initial maturities of one year or less; Treasury notes have initial maturities of one to ten years; and Treasury bonds generally have initial maturities of greater than ten years.

U.S. Government Securities

U.S. Government securities are issued or guaranteed by the U.S. Government or its agencies or instrumentalities. Some obligations issued or guaranteed by U.S. Government agencies and instrumentalities are supported by the full faith and credit of the Treasury; others by the right of the issuer to borrow from the Treasury; others by discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; and others only by the credit of the agency or instrumentality. These securities bear fixed, floating or variable rates of interest. Interest may fluctuate based on generally recognized reference rates or the relationship of rates. While the U.S. Government currently provides financial support to such U.S. Government-sponsored agencies or instrumentalities, no assurance can be given that it will always do so, since it is not so obligated by law. A security backed by the Treasury or the full faith and credit of the United States is guaranteed only as to timely payment of interest and principal when held to maturity. Neither the market value nor the fund's share price is guaranteed.

Repurchase Agreements

A repurchase agreement is a contract under which the fund would acquire a security for a relatively short period subject to the obligation of the seller, typically a bank, broker/dealer or other financial institution, to repurchase and the fund to resell such security at a fixed time and at a price higher than the purchase price (representing the fund's cost plus interest). The repurchase agreement thereby determines the yield during the purchaser's holding period, while the seller's obligation to repurchase is secured by the value of the underlying security. The fund's custodian or sub-custodian engaged in connection with tri-party repurchase agreement transactions will have custody of, and will segregate, securities acquired by the fund under a repurchase agreement. In connection with its third-party repurchase transactions, the fund will engage only eligible sub-custodians that meet the requirements set forth in Section 17(f) of the 1940 Act. The value of the underlying securities (or collateral) will be at least equal at all times to the total amount of the repurchase obligation, including the interest factor. The fund bears a risk of loss if the other party to the repurchase agreement defaults on its obligations and the fund is delayed or prevented from exercising its rights to dispose of the collateral securities. This risk includes the risk of procedural costs or delays in addition to a loss on the securities if their value should fall below their repurchase price. Repurchase agreements are

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considered by the staff of the SEC to be loans by the fund that enters into them. Repurchase agreements could involve risks in the event of a default or insolvency of the other party to the agreement, including possible delays or restrictions upon the fund's ability to dispose of the underlying securities. The fund may engage in repurchase agreement transactions that are collateralized by U.S. Government securities (which are deemed to be "collateralized fully" pursuant to the 1940 Act) or, for certain funds, to the extent consistent with the fund's investment policies, collateralized by securities other than U.S. Government securities ("credit collateral"). Transactions that are collateralized fully enable the fund to look to the collateral for diversification purposes under the 1940 Act. Conversely, transactions secured with credit collateral require the fund to look to the counterparty to the repurchase agreement for determining diversification. Because credit collateral is subject to certain credit and liquidity risks that U.S. Government securities are not subject to, the amount of collateral posted in excess of the principal value of the repurchase agreement is expected to be higher in the case of repurchase agreements secured with credit collateral compared to repurchase agreements secured with U.S. Government securities. In an attempt to reduce the risk of incurring a loss on a repurchase agreement, the fund will require that additional securities be deposited with it if the value of the securities purchased should decrease below resale price. See "Fixed-Income Securities—High Yield and Lower-Rated Securities" above under "All Funds other than the Money Market Portfolio" for a discussion of certain risks of credit collateral rated below investment grade. The fund may jointly enter into one or more repurchase agreements with other Dreyfus funds in accordance with an exemptive order granted by the SEC pursuant to Section 17(d) of the 1940 Act and Rule 17d-1 thereunder. Any joint repurchase agreements must be collateralized fully by U.S. Government securities.

Bank Obligations

Bank obligations include certificates of deposit ("CDs"), time deposits ("TDs"), bankers' acceptances and other short-term obligations issued by domestic or foreign banks or thrifts or their subsidiaries or branches and other banking institutions. CDs are negotiable certificates evidencing the obligation of a bank to repay funds deposited with it for a specified period of time. TDs are non-negotiable deposits maintained in a banking institution for a specified period of time (in no event longer than seven days) at a stated interest rate. Bankers' acceptances are credit instruments evidencing the obligation of a bank to pay a draft drawn on it by a customer. These instruments reflect the obligation both of the bank and the drawer to pay the face amount of the instrument upon maturity. The other short-term obligations may include uninsured, direct obligations bearing fixed, floating or variable interest rates. TDs and CDs may be issued by domestic or foreign banks or their subsidiaries or branches. The fund may purchase CDs issued by banks, savings and loan associations and similar institutions with less than $1 billion in assets, the deposits of which are insured by the FDIC, provided the fund purchases any such CD in a principal amount of no more than an amount that would be fully insured by the Deposit Insurance Fund administered by the FDIC. Interest payments on such a CD are not insured by the FDIC. The fund would not own more than one such CD per such issuer.

Domestic commercial banks organized under federal law are supervised and examined by the Comptroller of the Currency and are required to be members of the Federal Reserve System and to have their deposits insured by the FDIC. Domestic banks organized under state law are supervised and examined by state banking authorities but are members of the Federal Reserve System only if they elect to join. In addition, state banks whose CDs may be purchased by the fund are insured by the FDIC (although such insurance may not be of material benefit to the fund, depending on the principal amount of the CDs of each bank held by the fund) and are subject to federal examination and to a substantial body of federal law and regulation. As a result of federal and state laws and regulations, domestic branches of domestic banks whose CDs may be purchased by the fund generally, among other things, are required to maintain specified levels of reserves and are subject to other supervision and regulation designed to promote financial soundness. However, not all of such laws and regulations apply to the foreign branches of domestic banks.

Obligations of foreign subsidiaries or branches of domestic banks may be general obligations of the parent banks in addition to the issuing subsidiary or branch, or may be limited by the terms of a specific obligation and governmental regulation. Such obligations and obligations of foreign banks or their subsidiaries or branches are subject to different risks than are those of domestic banks. These risks include foreign economic and political developments, foreign governmental restrictions that may adversely affect payment of principal and interest on the obligations, foreign exchange controls, seizure of assets, declaration of a moratorium and foreign withholding and other taxes on interest income. Foreign subsidiaries and branches of domestic banks and foreign banks are not

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necessarily subject to the same or similar regulatory requirements that apply to domestic banks, such as mandatory reserve requirements, loan limitations, and accounting, auditing and financial recordkeeping requirements. In addition, less information may be publicly available about a foreign subsidiary or branch of a domestic bank or about a foreign bank than about a domestic bank.

Obligations of U.S. branches of foreign banks may be general obligations of the parent bank in addition to the issuing branch, or may be limited by the terms of a specific obligation or by federal or state regulation as well as governmental action in the country in which the foreign bank has its head office. A U.S. branch of a foreign bank with assets in excess of $1 billion may or may not be subject to reserve requirements imposed by the Federal Reserve System or by the state in which the branch is located if the branch is licensed in that state. In addition, federal branches licensed by the Comptroller of the Currency and branches licensed by certain states may be required to: (1) pledge to the regulator, by depositing assets with a designated bank within the state, a certain percentage of their assets as fixed from time to time by the appropriate regulatory authority; and (2) maintain assets within the state in an amount equal to a specified percentage of the aggregate amount of liabilities of the foreign bank payable at or through all of its agencies or branches within the state.

In view of the foregoing factors associated with the purchase of CDs and TDs issued by foreign subsidiaries or branches of domestic banks, or by foreign banks or their branches or subsidiaries, the Adviser carefully evaluates such investments on a case-by-case basis.

Bank Securities

To the extent the fund's investments are concentrated in the banking industry, the fund will have correspondingly greater exposure to the risk factors which are characteristic of such investments. Sustained increases in interest rates can adversely affect the availability or liquidity and cost of capital funds for a bank's lending activities, and a deterioration in general economic conditions could increase the exposure to credit losses. In addition, the value of and the investment return on the fund's shares could be affected by economic or regulatory developments in or related to the banking industry, which industry also is subject to the effects of competition within the banking industry as well as with other types of financial institutions. The fund, however, will seek to minimize its exposure to such risks by investing only in debt securities which are determined to be of the highest quality.

Floating and Variable Rate Obligations

Floating and variable rate demand notes and bonds are obligations ordinarily having stated maturities in excess of 397 days but which permit the holder to demand payment of principal at any time, or at specified intervals not exceeding 397 days, in each case upon not more than 30 days' notice. Frequently these obligations are secured by letters of credit or other credit support arrangements secured by banks. Variable rate demand notes include master demand notes (see "Fixed-Income Securities—Variable and Floating Rate Securities " above under "All Funds other than the Money Market Portfolio").

Participation Interests

A participation interest purchased from a financial institution gives the fund an undivided interest in a security in the proportion that the fund's participation interest bears to the total principal amount of the security. If the participation interest is unrated, or has been given a rating below that which is permissible for purchase by the fund, the participation interest will be backed by an irrevocable letter of credit or guarantee of a bank, or the payment obligation otherwise will be collateralized by U.S. Government securities, or, in the case of unrated participation interests, the Manager must have determined that the instrument is of comparable quality to those instruments in which the fund may invest. See "Fixed-Income Securities—Participation Interests and Assignments" above under "All Funds other than the Money Market Portfolio."

Asset-Backed Securities

The fund may purchase asset-backed securities, which are securities issued by special purpose entities whose primary assets consist of a pool of mortgages, loans, receivables or other assets. Payment of principal and interest may depend largely on the cash flows generated by the assets backing the securities and, in certain cases, supported

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by letters of credit, surety bonds or other forms of credit or liquidity enhancements. The value of these asset-backed securities also may be affected by the creditworthiness of the servicing agent for the pool of assets, the originator of the loans or receivables or the financial institution providing the credit support.

Commercial Paper

Commercial paper represents short-term, unsecured promissory notes issued to finance short-term credit needs. The commercial paper purchased by the fund will consist only of direct obligations issued by domestic and foreign entities. The other corporate obligations in which the fund may invest consist of high quality, U.S. dollar-denominated short-term bonds and notes (which may include variable rate master demand notes).

Investment Companies

See "Investment Companies" above under "All Funds other than the Money Market Portfolio."

Foreign Securities

Foreign securities may include U.S. dollar-denominated securities issued by foreign subsidiaries or foreign branches of domestic banks, domestic and foreign branches of foreign banks, foreign government obligations and commercial paper issued by foreign issuers. Foreign government obligations may include securities issued or guaranteed by foreign governments or any of their political subdivisions, agencies or instrumentalities and debt obligations of supranational entities. Supranational entities include organizations designated or supported by governmental entities to promote economic reconstruction or development and international banking institutions and related government agencies. Examples include the International Bank of Reconstruction and Development (the World Bank), the European Coal and Steel Community, the Asian Development Bank and the InterAmerican Development Bank.

The fund's investments in foreign securities, including foreign government obligations, may be subject to additional investment risks with respect to these securities or obligations that are different in some respects from those incurred by a money market fund which invests only in debt obligations of U.S. domestic issuers. See, as applicable, "Foreign Securities" above under "All Funds other than the Money Market Portfolio."

Illiquid Securities

The 1940 Act limits money market funds to 5% of total assets in illiquid securities. Illiquid securities, which are securities that cannot be sold or disposed of in the ordinary course of business within seven days at approximately the value ascribed to them by the fund, may include securities that are not readily marketable, such as securities that are subject to legal or contractual restrictions on resale that do not have readily available market quotations, and repurchase agreements providing for settlement in more than seven days after notice. As to these securities, there is a risk that, should the fund desire to sell them, a ready buyer will not be available at a price the fund deems representative of their value, which could adversely affect the value of the fund's net assets. See "Illiquid Securities—Section 4(2) Paper and Rule 144A Securities" above under "All Funds other than the Money Market Portfolio."

Borrowing Money

The 1940 Act permits an investment company to borrow in an amount up to 33-1/3% of the value of its total assets. Such borrowings may be for temporary or emergency purposes or for leveraging. If borrowings are for temporary or emergency (not leveraging) purposes, when such borrowings exceed 5% of the value of the fund's total assets the fund will not make any additional investments.

Reverse Repurchase Agreements. See "Borrowing Money—Reverse Repurchase Agreements" above under "All Funds other than the Money Market Portfolio."

Forward Commitments. The purchase of portfolio securities on a forward commitment (including "TBA" (to be announced)), when-issued or delayed-delivery basis means that delivery and payment take place in the future after the date of the commitment to purchase. See "Borrowing Money—Forward Commitments" above under "All Funds other than the Money Market Portfolio."

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Interfund Borrowing and Lending Program. Pursuant to an exemptive order issued by the SEC, the fund may lend money to, and/or borrow money from, certain other funds advised by the Manager or its affiliates. All interfund loans and borrowings must comply with the conditions set forth in the exemptive order, which are designed to ensure fair and equitable treatment of all participating funds. The fund's participation in the Interfund Borrowing and Lending Program must be consistent with its investment policies and limitations. The fund will borrow through the Interfund Borrowing and Lending Program only when the costs are equal to or lower than the costs of bank loans, and will lend through the Program only when the returns are higher than those available from an investment in repurchase agreements. Interfund loans and borrowings are normally expected to extend overnight, but can have a maximum duration of seven days. Loans may be called on one day's notice. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.

Lending Portfolio Securities

See "Lending Portfolio Securities" above under "All Funds other than the Money Market Portfolio."

RATING CATEGORIES

The following is a description of certain ratings assigned by S&P, Moody's, Fitch and DBRS.

S&P

An S&P issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion reflects S&P's view of the obligor's capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.

Issue credit ratings can be either long-term or short-term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days¾including commercial paper. Short-term ratings also are used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings.

Long-Term Issue Credit Ratings. Issue credit ratings are based, in varying degrees, on S&P's analysis of the following considerations: likelihood of payment¾capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; nature of and provisions of the obligation; and protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights.

Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)

An obligation rated "AAA" has the highest rating assigned by S&P. The obligor's capacity to meet its financial commitment on the obligation is extremely strong.

An obligation rated "AA" differs from the highest-rated obligations only to a small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong.

An obligation rated "A" is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.

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An obligation rated "BBB" exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

Obligations rated "BB,""B,""CCC,""CC" and"C" are regarded as having significant speculative characteristics. "BB" indicates the least degree of speculation and "C" the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

An obligation rated "BB" is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.

An obligation rated "B" is more vulnerable to nonpayment than obligations rated "BB," but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.

An obligation rated "CCC" is currently vulnerable to nonpayment, and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

An obligation rated "CC" is currently highly vulnerable to nonpayment.

A "C" rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the "C" rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument's terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.

An obligation rated "D" is in payment default. The "D" rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The "D" rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized. An obligation's rating is lowered to "D" upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.

Note: The ratings from "AA" to "CCC" may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

An "NR" indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular obligation as a matter of policy.

Short-Term Issue Credit Ratings. A short-term obligation rated "A-1" is rated in the highest category by S&P. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.

A short-term obligation rated "A-2" is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.

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A short-term obligation rated "A-3" exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

A short-term obligation rated "B" is regarded as having significant speculative characteristics. Ratings of "B-1," "B-2," and "B-3" may be assigned to indicate finer distinctions within the "B" category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.

A short-term obligation rated "B-1" is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

A short-term obligation rated "B-2" is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

A short-term obligation rated "B-3" is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

A short-term obligation rated "C" is currently vulnerable to nonpayment and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation.

A short-term obligation rated "D" is in payment default. The "D" rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The "D" rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

Municipal Short-Term Note Ratings Definitions. An S&P U.S. municipal note rating reflects S&P's opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, S&P analysis will review the following considerations:

·amortization schedule¾the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and

·source of payment¾the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.

Note rating symbols are as follows:

SP-1Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.

SP-2Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

SP-3Speculative capacity to pay principal and interest.

Moody's

Long-Term Obligation Ratings and Definitions. Moody's long-term obligation ratings are opinions of the relative credit risk of fixed-income obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings reflect both the likelihood of default and any financial loss suffered in the event of default.

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Obligations rated "Aaa" are judged to be of the highest quality, with minimal credit risk.

Obligations rated "Aa" are judged to be of high quality and are subject to very low credit risk.

Obligations rated "A" are considered upper-medium grade and are subject to low credit risk.

Obligations rated "Baa" are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.

Obligations rated "Ba" are judged to have speculative elements and are subject to substantial credit risk.

Obligations rated "B" are considered speculative and are subject to high credit risk.

Obligations rated "Caa" are judged to be of poor standing and are subject to very high credit risk.

Obligations rated "Ca" are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

Obligations rated "C" are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.

Note: Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking and the modifier 3 indicates a ranking in the lower end of that generic rating category.

Short-Term Ratings. Moody's short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.

Moody's employs the following designations to indicate the relative repayment ability of rated issuers:

P-1	Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2	Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3	Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term debt obligations.
NP	Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

U.S. Municipal Short-Term Debt and Demand Obligation Ratings.

Short-Term Obligation Ratings. There are three rating categories for short-term municipal obligations that are considered investment grade. These ratings are designated as Municipal Investment Grade ("MIG") and are divided into three levels—MIG 1 through MIG 3. In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade. MIG ratings expire at the maturity of the obligation.

MIG 1	This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
MIG 2	This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
MIG 3	This designation denotes acceptable credit quality. Liquidity and cash flow protection may be narrow, and market access for refinancing is likely to be less well-established.
SG	This designation denotes speculative-grade credit quality. Debt instruments in this category may lack

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sufficient margins of protection.

Demand Obligation Ratings. In the case of variable rate demand obligations ("VRDOs"), a two-component rating is assigned; a long- or short-term debt rating and a demand obligation rating. The first element represents Moody's evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moody's evaluation of the degree of risk associated with the ability to receive purchase price upon demand ("demand feature"), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or VMIG rating.

When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.

VMIG rating expirations are a function of each issue's specific structural or credit features.

VMIG 1	This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 2	This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 3	This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
SG	This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.

Fitch

Corporate Finance Obligations — Long-Term Rating Scales. Ratings of individual securities or financial obligations of a corporate issuer address relative vulnerability to default on an ordinal scale. In addition, for financial obligations in corporate finance, a measure of recovery given default on that liability also is included in the rating assessment. This notably applies to covered bond ratings, which incorporate both an indication of the probability of default and of the recovery given a default of this debt instrument.

The relationship between issuer scale and obligation scale assumes an historical average recovery of between 30%–50% on the senior, unsecured obligations of an issuer. As a result, individual obligations of entities, such as corporations, are assigned ratings higher, lower or the same as that entity's issuer rating.

Highest credit quality: "AAA" ratings denote the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

Very high credit quality: "AA" ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

High credit quality: "A" ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

Good credit quality: "BBB" ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.

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Speculative: "BB" ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.

Highly speculative: "B" ratings indicate that material credit risk is present.

Substantial credit risk: "CCC" ratings indicate that substantial credit risk is present.

Very high levels of credit risk: "CC" ratings indicate very high levels of credit risk.

Exceptionally high levels of credit risk: "C" indicates exceptionally high levels of credit risk.

Defaulted obligations typically are not assigned "D" ratings, but are instead rated in the "B" to "C" rating categories, depending upon their recovery prospects and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.

Note: The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the "AAA" obligation rating category, or to corporate finance obligation ratings in the categories below "B."

Structured, Project & Public Finance Obligations — Long-Term Rating Scales. Ratings of structured finance, project finance and public finance obligations on the long-term scale, including the financial obligations of sovereigns, consider the obligations' relative vulnerability to default. These ratings are typically assigned to an individual security or tranche in a transaction and not to an issuer.

Highest credit quality: "AAA" ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

Very high credit quality: "AA" ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

High credit quality: "A" ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

Good credit quality: "BBB" ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.

Speculative: "BB" ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time.

Highly speculative: "B" ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.

Substantial credit risk: "CCC" indicates that default is a real possibility.

Very high levels of credit risk: "CC" indicates that default of some kind appears probable.

Exceptionally high levels of credit risk: "C" indicates that default appears imminent or inevitable.

Default: "D" indicates a default. Default generally is defined as one of the following:

·failure to make payment of principal and/or interest under the contractual terms of the rated obligation;

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·the bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of the business of an issuer/obligor; or

·the coercive exchange of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation.

Short-Term Ratings Assigned to Obligations in Corporate, Public and Structured Finance. A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-term ratings are assigned to obligations whose initial maturity is viewed as "short-term" based on market convention. Typically, this means up to 13 months for corporate, sovereign and structured obligations, and up to 36 months for obligations in U.S. public finance markets.

Highest short-term credit quality: "F1" indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.

Good short-term credit quality: "F2" indicates good intrinsic capacity for timely payment of financial commitments.

Fair short-term credit quality: "F3" indicates that the intrinsic capacity for timely payment of financial commitments is adequate.

Speculative short-term credit quality: "B" indicates minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.

High short-term default risk: "C" indicates that default is a real possibility.

Restricted default: "RD" indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.

Default: "D" indicates a broad-based default event for an entity, or the default of a specific short-term obligation.

DBRS

Long Term Obligations. The DBRS long-term rating scale provides an opinion on the risk of default. That is, the risk that an issuer will fail to satisfy its financial obligations in accordance with the terms under which an obligation has been issued. Ratings are based on quantitative and qualitative considerations relevant to the issuer, and the relative ranking of claims. All ratings categories other than AAA and D also contain subcategories "(high)" and "(low)." The absence of either a "(high)" or "(low)" designation indicates the rating is in the middle of the category.

Long-term debt rated "AAA" is considered to be of the highest credit quality. The capacity for the payment of financial obligations is exceptionally high and unlikely to be adversely affected by future events.

Long-term debt rated "AA" is considered to be of superior credit quality. The capacity for the payment of financial obligations is considered high. Credit quality differs from AAA only to a small degree. Unlikely to be significantly vulnerable to future events.

Long-term debt rated "A" is considered to be of good credit quality. The capacity for the payment of financial obligations is substantial, but of lesser credit quality than AA. May be vulnerable to future events, but qualifying negative factors are considered manageable.

Long-term debt rated "BBB" is considered to be of adequate credit quality. The capacity for the payment of financial obligations is considered acceptable. May be vulnerable to future events.

Long-term debt rated "BB" is considered to be of speculative, non-investment-grade credit quality. The capacity for the payment of future obligations is uncertain. Vulnerable to future events.

Long-term debt rated "B" is considered to be of highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet financial obligations.

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Long-term debt rated "CCC," "CC" or "C" is of very highly speculative credit quality. In danger of defaulting on financial obligations. There is little difference between these three categories, although CC and C ratings are normally applied to obligations that are seen as highly likely to default, or subordinated to obligations rated in the CCC to B range. Obligations in respect of which default has not technically taken place but is considered inevitable may be rated in the C category.

A "D" rating implies a financial obligation has not been met or it is clear that a financial obligation will not met in the near future or a debt instrument has been subject to a distressed exchange. A downgrade to D may not immediately follow an insolvency or restructuring filing as grace periods or extenuating circumstances may exist.

Commercial Paper and Short Term Debt. The DBRS short-term debt rating scale provides an opinion on the risk that an issuer will not meet its short-term financial obligations in a timely manner. Ratings are based on quantitative and qualitative considerations relevant to the issuer and the relative ranking of claims. The R-1 and R-2 rating are further denoted by the subcategories "(high)," "(middle)" and "(low)."

Short-term debt rated "R-1 (high)" is considered to be of the highest credit quality. The capacity for the payment of short-term financial obligations as they fall due is exceptionally high. Unlikely to be adversely affected by future events.

Short-term debt rated "R-1 (middle)" is considered to be of superior credit quality. The capacity for the payment of short-term financial obligations as they fall due is very high. Differs from R-1 (high) by a relatively modest degree. Unlikely to be significantly vulnerable to future events.

Short-term debt rated "R-1 (low)" is considered to be of good credit quality. The capacity for the payment of short-term financial obligations as they fall due is substantial. Overall strength is not as favorable as higher rating categories. May be vulnerable to future events, but qualifying negative factors are considered manageable.

Short-term debt rated "R-2 (high)" is considered to be at the upper end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events.

Short-term debt rated "R-2 (middle)" is considered to be of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events or may be exposed to other factors that could reduce credit quality.

Short-term debt rated "R-2 (low)" is considered to be at the lower end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events. A number of challenges are present that could affect the issuer's ability to meet such obligations.

Short-term debt rated "R-3" is considered to be at the lowest end of adequate credit quality. There is a capacity for the payment of short-term financial obligations as they fall due. May be vulnerable to future events and the certainty of meeting such obligations could be impacted by a variety of developments.

Short-term debt rated "R-4" is considered to be of speculative credit quality. The capacity for the payment of short-term financial obligations as they fall due is uncertain.

Short-term debt rated "R-5" is considered to be of highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet short-term financial obligations as they fall due.

A security rated "D" implies that a financial obligation has not been met or it is clear that a financial obligation will not met in the near future, or a debt instrument has been subject to a distressed exchange. A downgrade to D may not immediately follow an insolvency or restructuring filing as grace periods, other procedural considerations or extenuating circumstances may exist.

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ADDITIONAL INFORMATION ABOUT THE BOARD

Boards' Oversight Role in Management

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

Board Composition and Leadership Structure

The 1940 Act requires that at least 40% of the board members be Independent Board Members and as such are not affiliated with the Manager. To rely on certain exemptive rules under the 1940 Act, a majority of the funds' board members must be Independent Board Members, and for certain important matters, such as the approval of investment advisory agreements or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent Board Members. Currently, except as noted in Part I of this SAI, all of the funds' board members, including the Chairman of the Boards, are Independent Board Members. The boards have determined that their leadership structure, in which the Chairman of the Boards is not affiliated with the Manager, is appropriate in light of the specific characteristics and circumstances of the funds, including, but not limited to: (i) the services that the Manager and its affiliates provide to the funds and potential conflicts of interest that could arise from these relationships; (ii) the extent to which the day-to-day operations of the funds are conducted by fund officers and employees of the Manager and its affiliates; and (iii) the boards' oversight role in management of the funds.

Additional Information About the Boards and Their Committees

Board members are elected to serve for an indefinite term. The boards have standing audit, nominating, compensation, litigation and pricing committees.

The functions of the audit committees are (i) to oversee the funds' accounting and financial reporting processes and the audits of the funds' financial statements and (ii) to assist in the boards' oversight of the integrity of the funds' financial statements, the funds' compliance with legal and regulatory requirements and the independent registered public accounting firm's qualifications, independence and performance.

The nominating committees are responsible for selecting and nominating persons as members of the boards for election or appointment by the boards and for election by shareholders. In evaluating potential nominees, including any nominees recommended by shareholders, a committee takes into consideration various factors listed in the nominating committee charter. The nominating committees will consider recommendations for nominees from shareholders submitted to the Secretary of the Dreyfus Family of Funds, c/o The Dreyfus Corporation Legal

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Department, 200 Park Avenue, 8^th Floor East, New York, New York 10166, which include information regarding the recommended nominee as specified in the nominating committee charter.

The function of the compensation committees is to establish appropriate compensation for serving on the boards.

The litigation committee seeks to address any potential conflicts of interest between the funds and the Manager in connection with any potential or existing litigation or other legal proceeding relating to securities held by a fund and held or otherwise deemed to have a beneficial interest held by the Manager or its affiliate.

The boards also have standing pricing committees comprised of any one board member; the function of the pricing committee is to assist in valuing fund investments.

MANAGEMENT ARRANGEMENTS

The Manager

The Manager is a wholly-owned subsidiary of BNY Mellon. Dreyfus is the primary mutual fund business of The Bank of New York Mellon Corporation, a global financial services company focused on helping clients manage and service their financial assets, operating in 36 countries and serving more than 100 markets. BNY Mellon is a leading investment management and investment services company, uniquely focused to help clients manage and move their financial assets in the rapidly changing global marketplace. BNY Mellon Investment Management is one of the world's leading investment management organizations, and one of the top U.S. wealth managers, encompassing BNY Mellon's affiliated investment management firms, wealth management services and global distribution companies. Additional information is available at www.bnymellon.com.

Pursuant to a management or advisory agreement applicable to each fund, the Manager generally maintains office facilities on behalf of the funds, and furnishes statistical and research data, clerical help, data processing, bookkeeping and internal auditing and certain other required services to the funds (including, when a fund does not have a separate administration agreement, accounting and administration services).

As further described below under "Distributor," Dreyfus may pay the Distributor or financial intermediaries for shareholder or other services from Dreyfus' own assets, including past profits but not including the management fee paid by the funds. The Distributor may use part or all of such payments to pay Service Agents. Dreyfus also may make such advertising and promotional expenditures, using its own resources, as it from time to time deems appropriate.

Sub-Advisers

See the prospectus to determine if any of the information about Sub-Advisers (below and elsewhere in this SAI) applies to your fund.

For funds with a Sub-Adviser, the Manager or the fund has entered into a Sub-Advisory Agreement with the Sub-Adviser. The Sub-Adviser provides day-to-day investment management of a fund's portfolio, and certain related services.

The following is a list of persons (to the extent known by the fund) who are deemed to control each Sub-Adviser by virtue of ownership of stock or other interests of the Sub-Adviser.

Newton: A wholly-owned subsidiary of BNY Mellon; see "The Manager" above for ownership information.

Sarofim & Co.: The Sarofim Group, Inc. and Fayez S. Sarofim

TS&W: OM Group (UK) Limited, Old Mutual plc, Old Mutual (US) Holdings, Inc. and TS&W Investment GP LLC

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Index Manager

Mellon Capital, a wholly owned subsidiary of BNY Mellon, provides investment advisory assistance and day-to-day management of the Dreyfus Stock Index Fund's investments pursuant to an Index Management Agreement between Mellon Capital and the Manager.

Portfolio Managers and Portfolio Manager Compensation

See the prospectus to determine which portions of the information provided below apply to your fund.

For funds other than money market funds, an Affiliated Entity or the Sub-Adviser(s), as applicable, provide the funds with portfolio managers who are authorized by the board to execute purchases and sales of securities. Portfolio managers are compensated by the company that employs them, and are not compensated by the funds. Each fund's portfolio managers are listed in Part I of this SAI.

The following provides information about the compensation policies for portfolio managers.

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

·Motivate and reward superior investment and business performance

·Motivate and reward continued growth and profitability

·Attract and retain high-performing individuals critical to the on-going success of Mellon Capital

·Create an ownership mentality for all plan participants

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

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

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

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limits may elect to defer a portion of their salary and/or bonus under the BNY Mellon Deferred Compensation Plan for Employees.

Newton. Portfolio manager compensation is primarily comprised of a market-based salary, annual cash bonus and participation in the Newton Long Term Incentive Plan. The level of variable compensation (annual cash bonus and Newton Long Term Incentive Plan) ranges from 0% of base salary to in excess of 200% of base salary, depending upon corporate profits, team performance and individual performance. The annual cash bonus is discretionary. Portfolio manager awards are heavily weighted towards their investment performance relative to both benchmarks and peer comparisons and individual qualitative performance. Awards also are reviewed against market data from industry compensation consultants such as McLagan Partners to ensure comparability with competitors. The portfolio managers also are eligible to participate, at the discretion of management, in the Newton Long Term Incentive Plan. This plan provides for an annual cash award that vests after four years. The value of the award may change during the vesting period based upon changes in Newton's operating income. Portfolio managers also are eligible to join the BNY Mellon Group Personal Pension Plan. Employer contributions are invested in individual member accounts. The value of the fund is not guaranteed and fluctuates based on market factors.

Sarofim & Co. The portfolio managers are compensated through (i) payment of a fixed annual salary and discretionary annual bonus that may be based on a number of factors, including fund performance, the performance of other accounts and the overall performance of Sarofim & Co. over various time frames, including one-year, two-year and three-year periods, and (ii) the possible issuance of stock options and incentive stock options. The fixed annual salary amounts and the discretionary annual bonus amounts constitute the largest component of the portfolio managers' compensation, and these amounts are determined annually through a comprehensive review process pursuant to which executive officers and the members of Sarofim & Co.'s board of directors review and consider the accomplishments and development of each portfolio manager, especially with respect to those client accounts involving the portfolio manager. A lesser component of the portfolio managers' compensation results from the possible issuance of stock options and incentive stock options. Portfolio managers are sometimes granted stock options and incentive stock options to acquire shares of the capital stock of The Sarofim Group, Inc., the ultimate corporate parent of Sarofim & Co. The decisions as to whether to issue such options and to whom the options are to be issued are made in conjunction with the annual salary and bonus review process, and the options are issued pursuant to a stock option plan adopted by The Sarofim Group, Inc. The options are not based on the particular performance or asset value of any particular client account or of all client accounts as a group, but rather the performance and accomplishments of the individual to whom the option is to be granted. There are various aspects of the review process that are designed to provide objectivity, but, in the final analysis, the evaluation is a subjective one that is based upon a collective overall assessment. There are, however, no specified formulas or benchmarks tied to the particular performance or asset value of any particular client account or of all client accounts as a group.

Standish. The portfolio managers' compensation is comprised primarily of a market-based salary and an incentive compensation plan (annual and long-term). Funding for the Standish Incentive Plan is through a pre-determined fixed percentage of overall company profitability. Therefore, all bonus awards are based initially on Standish's overall performance as opposed to the performance of a single product or group. All investment professionals are eligible to receive incentive awards. Cash awards are payable in the February month end pay of the following year. Most of the awards granted have some portion deferred for three years in the form of deferred cash, BNY Mellon equity, interests in investment vehicles (consisting of investments in a range of Standish products), or a combination of the above. Individual awards for portfolio managers are discretionary, based on both individual and multi-sector product risk adjusted performance relative to both benchmarks and peer comparisons over one year, three year and five year periods. Also considered in determining individual awards are team participation and general contributions to Standish. Individual objectives and goals are also established at the beginning of each calendar year and are taken into account. Portfolio managers whose compensation exceeds certain levels may elect to defer portions of their base salaries and/or incentive compensation pursuant to BNY Mellon's Elective Deferred Compensation Plan.

TBCAM.

Investment Professionals. With the exception of the most senior portfolio managers of TBCAM, investment professionals' cash compensation is comprised primarily of a market-based salary and incentive compensation, including both annual and long-term incentive awards. Annual cash and long-term incentive opportunities are pre-

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established for each individual based upon competitive industry compensation benchmarks. Incentive pools are distributed to the respective product teams (in the aggregate) based upon product performance relative to firm-wide financial performance. Further allocations are made to individual team members by the product portfolio manager based upon individual contribution, individual investment performance, and other qualitative factors.

Select Senior Portfolio Managers. Select senior portfolio managers participate in a more formal structured compensation plan. This plan is designed to compensate TBCAM's investment professionals for superior investment performance and business results. It is a two stage model: an opportunity range is determined based on the level of current business (assets under management, revenue) and an assessment of long-term business value (growth, retention, development). A significant portion of the opportunity awarded is structured and based upon the one-year, three-year and five-year (three-year and five-year weighted more heavily) pre-tax performance of a portfolio manager's accounts relative to the performance of the appropriate peer groups. Other factors considered in determining the award are individual qualitative performance based on discretionary factors (e.g., leadership, teamwork, etc.) and the asset size and revenue growth or retention of the products managed. In addition, awards for portfolio managers that manage alternative strategies are partially based on a portion of the fund's realized performance fee.

Incentive compensation awards are generally subject to management discretion and pool funding availability. Funding for The Boston Company Annual Incentive Plan and Long Term Retention Incentive Plan is through a pre-determined fixed percentage of overall TBCAM profitability. Awards are generally paid in cash on an annual basis, however many investment professionals receive a portion of their annual incentive award in deferred vehicles.

Certain Conflicts of Interest with Other Accounts

Portfolio managers may manage multiple accounts for a diverse client base, including mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, insurance companies and foundations), bank common trust accounts and wrap fee programs ("Other Accounts").

Potential conflicts of interest may arise because of an Adviser's or portfolio manager's management of a fund and Other Accounts. For example, conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities, as an Adviser may be perceived as causing accounts it manages to participate in an offering to increase the Adviser's overall allocation of securities in that offering, or to increase the Adviser's ability to participate in future offerings by the same underwriter or issuer. Allocations of bunched trades, particularly trade orders that were only partially filled due to limited availability, and allocation of investment opportunities generally, could raise a potential conflict of interest, as an Adviser may have an incentive to allocate securities that are expected to increase in value to preferred accounts. IPOs, in particular, are frequently of very limited availability. Conflicts of interest may also exist with respect to portfolio managers who also manage performance-based fee accounts, such as deciding which securities to allocate to a fund versus the performance-based fee account. Additionally, portfolio managers may be perceived to have a conflict of interest if there are a large number of Other Accounts, in addition to the fund, that they are managing on behalf of an Adviser. The Advisers periodically review each portfolio manager's overall responsibilities to ensure that he or she is able to allocate the necessary time and resources to effectively manage the fund. In addition, an Adviser could be viewed as having a conflict of interest to the extent that the Adviser or its affiliates and/or portfolio managers have a materially larger investment in Other Accounts than their investment in the fund.

Other Accounts may have investment objectives, strategies and risks that differ from those of the relevant fund. For these or other reasons, the portfolio managers may purchase different securities for the fund and the Other Accounts, and the performance of securities purchased for the fund may vary from the performance of securities purchased for Other Accounts. The portfolio managers may place transactions on behalf of Other Accounts that are directly or indirectly contrary to investment decisions made for the fund, which could have the potential to adversely impact the fund, depending on market conditions. In addition, if a fund's investment in an issuer is at a different level of the issuer's capital structure than an investment in the issuer by Other Accounts, in the event of credit deterioration of the issuer, there may be a conflict of interest between the fund's and such Other Accounts' investments in the issuer.

A potential conflict of interest may be perceived to arise if transactions in one account closely follow related transactions in another account, such as when a purchase increases the value of securities previously purchased by the other account, or when a sale in one account lowers the sale price received in a sale by a second account.

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

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

Code of Ethics. The funds, the Manager, the Sub-Advisers and the Distributor each have adopted a Code of Ethics that permits its personnel, subject to such respective Code of Ethics, to invest in securities, including securities that may be purchased or held by a fund. The Code of Ethics subjects the personal securities transactions of employees to various restrictions to ensure that such trading does not disadvantage any fund. In that regard, portfolio managers and other investment personnel employed by the Manager or an Affiliated Entity or a Sub-Adviser affiliated with the Manager must preclear and report their personal securities transactions and holdings, which are reviewed for compliance with the Code of Ethics and also are subject to the oversight of BNY Mellon's Investment Ethics Committee. Portfolio managers and other investment personnel may be permitted to purchase, sell or hold securities which also may be or are held in fund(s) they manage or for which they otherwise provide investment advice.

Distributor

The Distributor, a wholly-owned subsidiary of Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as each fund's distributor on a best efforts basis pursuant to an agreement, renewable annually, with the fund or the corporation or trust of which it is a part. The Distributor also serves as distributor for the other funds in the Dreyfus Family of Funds and BNY Mellon Funds Trust.

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 funds or provide other services. Such payments are separate from any 12b-1 fees and/or shareholder services fees or other expenses paid by the funds to those Participating Insurance Companies and other financial intermediaries. Because those payments are not made by the Policy owners or the funds, a fund's total 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 of Participating Insurance Companies, 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 sponsorships; support for recognition programs; technology or infrastructure support; and other forms of cash or non-cash compensation permissible under broker-dealer regulations. In some cases, these payments or compensation may create an incentive for the Participating Insurance Company to recommend or sell shares of a fund to you. In addition, the Distributor may provide additional and differing compensation from its own assets to certain of its employees who promote the sale of select funds to certain Participating Insurance Companies or other financial intermediaries, who in turn may recommend such funds to their clients. In some cases, these payments may create an incentive for the employees of the Distributor to promote a fund for which the Distributor provides a higher level of compensation. Please contact your Participating Insurance Company or other financial intermediary for details about any payments it may receive in connection with the sale of fund shares or the provision of services to the funds.

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Transfer and Dividend Disbursing Agent and Custodian

The Transfer Agent, a wholly-owned subsidiary of Dreyfus, located at 200 Park Avenue, New York, New York 10166, is each fund's transfer and dividend disbursing agent. Pursuant to a transfer agency agreement with the funds, the Transfer Agent arranges for the maintenance of shareholder account records for the funds, the handling of certain communications between shareholders and the funds and the payment of dividends and distributions payable by the funds. For these services, the Transfer Agent receives a monthly fee computed on the basis of the number of shareholder accounts it maintains for each fund during the month, and is reimbursed for certain out-of-pocket expenses. The funds, other than the Index Funds, also may make payments to certain financial intermediaries, including affiliates, who provide sub-administration, recordkeeping and/or sub-transfer agency services to beneficial owners of fund shares.

The Custodian, an affiliate of the Manager, located at One Wall Street, New York, New York 10286, serves as custodian for the investments of the funds. The Custodian has no part in determining the investment policies of the funds or which securities are to be purchased or sold by the funds. Pursuant to a custody agreement applicable to each fund, the Custodian holds each fund's securities and keeps all necessary accounts and records. For its custody services, the Custodian receives a monthly fee based on the market value of each fund's assets held in custody and receives certain securities transaction charges.

DETERMINATION OF NAV

See the prospectus and "Investments, Investment Techniques and Risks" in Part II of this SAI to determine which sections of the discussion below apply to your fund.

Valuation of Portfolio Securities (funds other than the Money Market Portfolio)

A fund's equity securities, including option contracts (but not including investments in other open-end registered investment companies), generally are valued at the last sale price on the day of valuation on the securities exchange or national securities market on which such securities primarily are traded. Securities listed on NASDAQ markets generally will be valued at the official closing price. If there are no transactions in a security, or no official closing prices for a NASDAQ market-listed security on that day, the security will be valued at the average of the most recent bid and asked prices. Bid price is used when no asked price is available. Open short positions for which there is no sale price on a given day are valued at the lowest asked price. Investments in other open-end investment companies are valued at their reported NAVs each day, except that shares of ETFs generally are valued at the last sale price on the day of valuation on the securities exchange on which the shares are primarily traded.

Substantially all of a fund's debt securities and instruments, including interest rate, credit default and total return swaps and options thereon, are valued by one or more independent pricing services (the "Service") approved by the board. When, in the judgment of the Service, quoted bid prices for investments are readily available and are representative of the bid side of the market, these investments are valued at the mean between the quoted bid prices (as obtained by the Service from dealers in such securities) and asked prices (as calculated by the Service based upon its evaluation of the market for such securities). The value of other debt securities and instruments is determined by the Service based on methods which include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions. The Service's procedures are reviewed by fund officers under the general supervision of the board. Overnight and certain other short-term debt securities and instruments (excluding Treasury bills) will be valued by the amortized cost method, which approximates value, unless a Service provides a valuation for such security or, in the opinion of the board or a committee or other persons designated by the board, the amortized cost method would not represent fair value.

Market quotations of foreign securities in foreign currencies and any fund assets or liabilities initially expressed in terms of foreign currency are translated into U.S. dollars at the spot rate, and foreign currency forward contracts are valued at the forward rate obtained from a Service approved by the board. If a fund has to obtain prices as of the close of trading on various exchanges throughout the world, the calculation of the fund's NAV may not take place contemporaneously with the determination of prices of certain of the fund's portfolio securities. Fair value of

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foreign equity securities may be determined with the assistance of a pricing service using correlations between the movement of prices of foreign securities and indexes of domestic securities and other appropriate indicators, such as closing market prices of relevant ADRs and futures contracts. The valuation of a security based on this fair value process may differ from the security's most recent closing price and from the prices used by other mutual funds to calculate their NAVs. Foreign securities held by a fund may trade on days that the fund is not open for business, thus affecting the value of the fund's assets on days when fund investors have no access to the fund.

Generally, over-the-counter option contracts will be valued by the Service at the average of the most recent bid and asked quotations obtained from the Service. Futures contracts will be valued at the most recent settlement price. Restricted securities, as well as securities or other assets for which recent market quotations or official closing prices are not readily available or are determined by a fund not to reflect accurately fair value (such as when the value of a security has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market) but before the fund calculates its NAV), or which are not valued by the Service, are valued at fair value as determined in good faith based on procedures approved by the board. Fair value of investments may be determined by the board or its pricing committee or the fund's valuation committee using such information as it deems appropriate. The factors that may be considered when fair valuing a security include fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. The valuation of a security based on fair value procedures may differ from the prices used by other mutual funds to calculate their NAVs.

Valuation of Portfolio Securities (Money Market Portfolio only)

In the case of a money market fund that uses amortized cost pricing to value its portfolio securities, the valuation of the fund's portfolio securities is based upon their amortized cost which does not take into account unrealized gains or losses. This involves valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument. While this method provides certainty in valuation, it may result in periods during which value, as determined by amortized cost, is higher or lower than the price the fund would receive if it sold the instrument. Boards overseeing money market funds have established, as a particular responsibility within the overall duty of care owed to fund investors, procedures reasonably designed to stabilize the funds' price per share as computed for the purpose of purchases and redemptions at $1.00. Such procedures include review of the funds' portfolio holdings by the board, at such intervals as it may deem appropriate, to determine whether the funds' NAV calculated by using available market quotations or market equivalents (including valuations obtained from a Service) deviates from $1.00 per share based on amortized cost. Other investments and assets will be valued at fair value as determined in good faith by the board.

Calculation of NAV

Fund shares are sold on a continuous basis. Except as otherwise described in the prospectus, NAV per share of each fund and each class of a Multi-Class Fund is determined as of the close of trading on the floor of the NYSE (usually 4:00 p.m., Eastern time) on each day the NYSE is open for regular business. For purposes of determining NAV, certain options and futures contracts may be valued 15 minutes after the close of trading on the floor of the NYSE. The NAV per share of a fund is computed by dividing the value of the fund's net assets (i.e., the value of its assets less liabilities) by the total number of shares of such fund outstanding.

Fund expenses and fees, including management fees and fees pursuant to a Distribution Plan (reduced by the fund's expense limitation, if any), are accrued daily and taken into account for the purpose of determining the NAV of a fund's shares. For funds with more than one class of shares, because of the differences in operating expenses incurred by each class of shares of a fund, the per share NAV of each class of shares of the fund will differ. The NAV of each class of a fund with more than one class of shares is computed by dividing the value of the fund's net assets represented by such class (i.e., the value of its assets less liabilities) by the total number of shares of such class outstanding.

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Expense Allocations

Except as may be otherwise described in "Certain Expense Arrangements and Other Disclosures" in Part II of this SAI, all expenses incurred in the operation of the series of a fund company are borne by the fund company. Expenses attributable to a particular series of a fund company are charged against the assets of that series; other expenses of the fund company are allocated among the series on the basis determined by the board, including, but not limited to, proportionately in relation to the net assets of each series. In addition, each class of shares of a fund with more than one class bears any class specific expenses allocated to such class, such as expenses related to the distribution and/or shareholder servicing of such class.

NYSE Closings

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

DIVIDENDS AND DISTRIBUTIONS

Dividends automatically are reinvested in additional shares of the fund from which they were paid at NAV. Dividends and distributions among share classes in the same fund may vary due to the different expenses of such share classes. All expenses are accrued daily and deducted before declaration of dividends to shareholders.

Money Market Portfolio

Dividends accrue beginning on the business day following the date of purchase and through the day a redemption is effective. A fund's earnings for Saturdays, Sundays and holidays are declared as dividends on the following business day. Dividends usually are paid on the last calendar day of each month.

TAXATION

See the prospectus and "Investment Policies and Restrictions" in Part II of this SAI to determine which sections of the discussion below apply to your funds.

The following is only a general summary of some of the important federal income tax considerations generally affecting the funds and their shareholders. No attempt is made to present a complete explanation of the federal tax treatment of the funds' activities or to discuss state and local tax matters affecting the funds. Shareholders are urged to consult their own tax advisors for more detailed information concerning the tax implications of investments in the funds.

Since the shareholders of each 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 Policy owners. For information regarding the taxation of Policy owners, Policy owners should consult the applicable prospectus of the separate account of the Participating Insurance Company. The discussion below assumes that the shares of each 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 a 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 Funds

Each fund intends to qualify for treatment as a regulated investment company ("RIC") under Subchapter M of the Code and intends to continue to so qualify if such qualification is in the best interests of its shareholders. As a RIC, a fund will pay no federal income tax on its net investment income and net realized capital gains to the extent that such income and gains are distributed to shareholders in accordance with applicable provisions of the Code. To qualify as a RIC, a fund must, among other things: (a) derive in each taxable year (the "gross income test") at least 90% of its gross income from (i) dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of stocks, securities or foreign currencies or other income (including but not limited to gains

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from options, futures or forward contracts) derived with respect to its business of investing in such stocks, securities or currencies, and (ii) net income from interests in "qualified publicly traded partnerships" ("QPTPs," as defined below); (b) diversify its holdings (the "asset diversification test") so that, at the end of each quarter of the taxable year, (i) at least 50% of the market value of the fund's assets is represented by cash and cash items (including receivables), U.S. Government securities, the securities of other RICs and other securities, with such other securities of any one issuer limited for the purposes of this calculation to an amount not greater than 5% of the value of the fund's total assets and not greater than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its total assets is invested in the securities (other than U.S. Government securities or the securities of other RICs) of a single issuer, two or more issuers that the fund controls and that are engaged in the same, similar or related trades or businesses or one or more QPTPs; and (c) distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (determined without regard to the dividends paid deduction) and net tax-exempt interest income, if any, for such year.

In general, for purposes of the gross income test described above, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized by a RIC. However, as noted above, 100% of the net income derived from an interest in a QPTP is qualifying income for purposes of the gross income test. A QPTP is defined as a partnership (i) interests in which are traded on an established securities market or readily tradable on a secondary market or the substantial equivalent thereof and (ii) that derives at least 90% of its gross income from certain enumerated passive income sources described in Code section 7704(d), but does not include a partnership that derives 90% of its gross income from sources described in Code section 851(b)(2)(A). Although income from a QPTP is qualifying income for purposes of the gross income test, investment in QPTPs cannot exceed 25% of a fund's assets.

Gains from foreign currencies (including foreign currency options, foreign currency swaps, foreign currency futures and foreign currency forward contracts) currently constitute qualifying income for purposes of the gross income test. However, the Treasury has the authority to issue regulations (possibly with retroactive effect) treating a RIC's foreign currency gains as non-qualifying income for purposes of the gross income test to the extent that such income is not directly related to the RIC's principal business of investing in stock or securities.

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

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

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

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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, Policy owners) 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 98.2% 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 shareholders. Therefore, none of the funds are 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)

Each 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 whose only shareholders are separate accounts of life insurance companies supporting VA contracts and/or VLI policies and certain other prescribed shareholders, 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 such 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 Funds") 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 various requirements of Section 817(h) could cause the VA contracts and the VLI policies to lose their favorable tax status and require a Policy owner 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 and guidance, 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.

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Passive Foreign Investment Companies

Certain funds that invest in foreign securities may own shares in certain foreign entities that are treated as passive foreign investment companies ("PFICs") for U.S. federal income tax purposes. A fund that owns shares of a PFIC may be subject to U.S. federal income tax (including interest charges) on distributions received from the PFIC or gains from a disposition of shares in the PFIC. To avoid this treatment, each fund owning PFIC shares may make an election to mark the gains (and to a limited extent losses) in a PFIC "to market" as though it had sold and repurchased its holdings in the PFIC on the last day of the fund's taxable year. Such gains and losses are treated as ordinary income and loss. Alternatively, a fund may in certain cases elect to treat a PFIC as a "qualified electing fund" (a "QEF"), in which case the fund will be required to include in its income annually its share of the QEF's income and net capital gains, regardless of whether the fund receives any distribution from the QEF. If the QEF incurs a loss for a taxable year, the loss will not pass through to the fund and, accordingly, cannot offset other income and/or gains of the fund. A fund may not be able to make the QEF election with respect to many PFICs because of certain requirements that the PFICs would have to satisfy.

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

Taxes on Non-U.S. Income and Investments

Investment income that may be received by a fund from sources within foreign countries may be subject to foreign withholding and other taxes. Tax treaties between the United States and certain countries may reduce or eliminate such taxes. 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.

Further, adverse United States tax consequences can be associated with certain foreign investments, including potential United States withholding taxes on foreign investment entities with respect to their United States investments.

Foreign Currency Transactions

Gains or losses attributable to fluctuations in exchange rates between the time a fund accrues income or receivables, or expenses or other liabilities, denominated in a foreign currency and the time that fund actually collects such income or receivables, or pays such liabilities, are generally treated as ordinary income or loss. Similarly, gains or losses on foreign currency forward contracts and the disposition of debt securities denominated in a foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, also are treated as ordinary income or loss.

Financial Products

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

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

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

Inflation-Indexed Treasury Securities

The taxation of inflation-indexed Treasury securities is similar to the taxation of conventional bonds. Both interest payments and the difference between original principal and the inflation-adjusted principal generally will be treated as interest or original issue discount income subject to taxation. Interest payments generally are taxable when received or accrued. The inflation adjustment to the principal generally is subject to tax in the year the adjustment is made, not at maturity of the security when the cash from the repayment of principal is received. Accordingly, as in the case of securities issued or purchased at a discount and zero coupon obligations, a fund's investments in inflation-indexed Treasury securities may require the fund to accrue and distribute income not yet received. Decreases in the indexed principal in a given year generally (i) will reduce the amount of interest income otherwise includible in income for that year in respect of the Treasury security, (ii) to the extent not treated as an offset to current income under (i), will constitute an ordinary loss to the extent of prior year inclusions of interest, original issue discount and market discount in respect of the security that exceed ordinary losses in respect of the security in such prior years, and (iii) to the extent not treated as an offset to current income under (i) or an ordinary loss under (ii), can be carried forward as an ordinary loss to reduce interest, original issue discount and market discount in respect of the security in subsequent taxable years. If inflation-indexed Treasury securities are sold prior to maturity, capital losses or gains generally are realized in the same manner as traditional debt instruments. Special rules apply in respect of inflation-indexed Treasury securities issued with more than a prescribed de minimus amount of discount or premium.

Certain Higher-Risk and High Yield Securities

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

Investing in Mortgage Entities

Special tax rules may apply to the investments by a fund in entities which invest in or finance mortgage debt. Such investments include residual interests in REMICs and interests in a REIT which qualifies as a taxable mortgage pool under the Code or has a qualified REIT subsidiary that is a taxable mortgage pool under the Code. Although it is the practice of each fund not to make such investments, there is no guarantee that a fund will be able to avoid an inadvertent investment in REMIC residual interests or a taxable mortgage pool.

Such investments may result in a fund receiving excess inclusion income ("EII") in which case a portion of its distributions will be characterized as EII. Among other potential adverse tax consequences, this can result in the fund being required to pay tax on the portion of its EII, if any, that is allocated to any shareholders that are disqualified organizations. Furthermore, any investment in residual interests of a REMIC can create complex tax consequences to both a fund and its shareholders.

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Investor Tax Matters

The rules regarding the taxation of the separate accounts of Participating Insurance Companies that utilize the funds 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 funds. Participating Insurance Companies and Policy owners should consult their own tax advisors with respect to the particular tax consequences to them of an investment in the funds.

PORTFOLIO TRANSACTIONS

The Manager assumes general supervision over the placement of securities purchase and sale orders on behalf of the funds. The funds, except for the Money Market Portfolio, are managed by dual employees of Dreyfus and an Affiliated Entity or employ a Sub-Adviser. Those funds use the research facilities, and are subject to the internal policies and procedures, of the applicable Affiliated Entity or Sub-Adviser and execute portfolio transactions through the trading desk of the Affiliated Entity or Sub-Adviser, as applicable (collectively with Dreyfus' trading desk (for the money market funds only), the "Trading Desk"). All portfolio transactions of the Money Market Portfolio are placed on behalf of the Money Market Portfolio by the Manager.

Trading the Funds' Portfolio Securities

In managing the Money Market Portfolio, the Manager will draw upon BNY Mellon Cash Investment Strategies ("CIS"). CIS is a division of the Manager that provides investment and credit risk management services and approves all money market fund eligible securities for the fund and for other investment companies and accounts managed by the Manager or its affiliates that invest primarily in money market instruments. CIS, through a team of professionals who contribute a combination of industry analysis and fund-specific expertise, monitors all issuers approved for investment by such investment companies and other accounts by analyzing third party inputs, such as financial statements and media sources, ratings releases and company meetings, as well as internal research. CIS investment and credit professionals also utilize inputs and guidance from BNY Mellon's central Risk Management Department (the "Risk Department") as part of the investment process. These inputs and guidance focus primarily on concentration levels and market and credit risks and are based upon independent analysis done by the Risk Department relating to fundamental characteristics such as the sector, sovereign, tenor and rating of investments or potential investment. The Risk Department also may perform stress and scenario testing on various money market type portfolios advised by CIS or BNY Mellon and its other affiliates, and provides various periodic and ad-hoc reporting to the investment and credit professionals at CIS. In the event a security is removed from the "approved" credit list after being purchased by the fund, the fund is not required to sell that security.

Debt securities purchased and sold by a fund generally are traded on a net basis (i.e., without a commission) through dealers acting for their own account and not as brokers, or otherwise involve transactions directly with the issuer of the instrument. This means that a dealer makes a market for securities by offering to buy at one price and sell at a slightly higher price. The difference between the prices is known as a "spread." Other portfolio transactions may be executed through brokers acting as agents, which are typically paid a commission.

The Trading Desk generally has the authority to select brokers (for equity securities) or dealers (for fixed-income securities) and the commission rates or spreads to be paid. Allocation of brokerage transactions is made in the best judgment of the Trading Desk and in a manner deemed fair and reasonable. In choosing brokers or dealers, the Trading Desk evaluates the ability of the broker or dealer to execute the transaction at the best combination of price and quality of execution.

In general, brokers or dealers involved in the execution of portfolio transactions on behalf of a fund are selected on the basis of their professional capability and the value and quality of their services. The Trading Desk seeks to obtain best execution by choosing brokers or dealers to execute transactions based on a variety of factors, which may include, but are not limited to, the following: (i) price; (ii) liquidity; (iii) the nature and character of the relevant market for the security to be purchased or sold; (iv) the quality and efficiency of the broker's or dealer's execution; (v) the broker's or dealer's willingness to commit capital; (vi) the reliability of the broker or dealer in trade settlement and clearance; (vii) the level of counterparty risk (i.e., the broker's or dealer's financial condition); (viii) the commission rate or the spread; (ix) the value of research provided; (x) the availability of electronic trade entry and reporting links; and (xi) the size and type of order (e.g., foreign or domestic security, large block, illiquid

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security). In selecting brokers or dealers no factor is necessarily determinative; however, at various times and for various reasons, certain factors will be more important than others in determining which broker or dealer to use. Seeking to obtain best execution for all trades takes precedence over all other considerations.

Investment decisions for one fund or account are made independently from those for other funds or accounts managed by the portfolio managers. Under the Trading Desk's procedures, portfolio managers and their corresponding Trading Desks may, but are not required to, seek to aggregate (or "bunch") orders that are placed or received concurrently for more than one fund or account, and available investments or opportunities for sales will be allocated equitably to each. In some cases, this policy may adversely affect the size of the position obtained or sold or the price paid or received by a fund. When transactions are aggregated, but it is not possible to receive the same price or execution on the entire volume of securities purchased or sold, the various prices may be averaged, and the fund will be charged or credited with the average price.

The portfolio managers will make investment decisions for the funds as they believe are in the best interests of the funds. Investment decisions made for a fund may differ from, and may conflict with, investment decisions made for other funds and accounts advised by the Manager and its Affiliated Entities or a Sub-Adviser. Actions taken with respect to such other funds or accounts may adversely impact a fund, and actions taken by a fund may benefit the Manager or its Affiliated Entities or a Sub-Adviser or other funds or accounts advised by the Manager or an Affiliated Entity or Sub-Adviser. Funds and accounts managed by the Manager, an Affiliated Entity or a Sub-Adviser may own significant positions in an issuer of securities which, depending on market conditions, may affect adversely the ability to dispose of some or all of such positions. Regulatory restrictions (including, but not limited to, those related to the aggregation of positions among other funds and accounts) and internal BNY Mellon policies, guidance or limitations (including, but not limited to, those related to the aggregation of positions among all fiduciary accounts managed or advised by BNY Mellon and all its affiliates (including the Manager and its Affiliated Entities) and the aggregate exposure of such accounts) may restrict investment activities of the funds. While the allocation of investment opportunities among a fund and other funds and accounts advised by the Manager and its Affiliated Entities may raise potential conflicts because of financial, investment or other interests of BNY Mellon or its personnel (or, with respect to a fund advised by a Sub-Adviser, the Sub-Adviser and its affiliates), the portfolio managers will make allocation decisions consistent with the interests of the fund and other funds and accounts and not solely based on such other interests.

Portfolio managers may deem it appropriate for one fund or account they manage to sell a security while another fund or account they manage is purchasing the same security. Under such circumstances, the portfolio managers may arrange to have the purchase and sale transactions effected directly between the funds and/or accounts ("cross transactions"). Cross transactions will be effected in accordance with procedures adopted pursuant to Rule 17a-7 under the 1940 Act.

The Manager, an Affiliated Entity or a Sub-Adviser may buy for a fund securities of issuers in which other funds or accounts advised by the Manager, the Affiliated Entity or the Sub-Adviser may have, or are making, an investment in the same issuer that are subordinate or senior to the securities purchased for the fund. For example, a fund may invest in debt securities of an issuer at the same time that other funds or accounts are investing, or currently have an investment, in equity securities of the same issuer. To the extent that the issuer experiences financial or operational challenges which may impact the price of its securities and its ability to meet its obligations, decisions by the Manager, an Affiliated Entity or a Sub-Adviser relating to what actions are to be taken may raise conflicts of interests, and the Manager, the Affiliated Entity or the Sub-Adviser, as applicable, may take actions for certain funds or accounts that have negative impacts on other funds or accounts.

Portfolio turnover may vary from year to year as well as within a year. In periods in which extraordinary market conditions prevail, portfolio managers will not be deterred from changing a fund's investment strategy as rapidly as needed, in which case higher turnover rates can be anticipated which would result in greater brokerage expenses. The overall reasonableness of brokerage commissions paid is evaluated by the Trading Desk based upon its knowledge of available information as to the general level of commissions paid by other institutional investors for comparable services. Higher portfolio turnover rates usually generate additional brokerage commissions and transaction costs.

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

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funds that permit foreign exchange transactions, such transactions are made with banks or institutions in the interbank market at prices reflecting a mark-up or mark-down and/or commission.

The Manager (and, where applicable, an Affiliated Entity or a Sub-Adviser) may utilize the services of an affiliate to effect certain client transactions when it determines that the use of such affiliate is consistent with its fiduciary obligations, including its obligation to obtain best execution, and the transactions are in the best interests of its clients. Procedures have been adopted in conformity with Rule 17e-1 under the 1940 Act to provide that all brokerage commissions paid by the funds to the Manager (or, where applicable, an Affiliated Entity or a Sub-Adviser) are reasonable and fair.

For funds that invest in municipal securities, portfolio securities are purchased from and sold to parties acting as either principal or agent. Newly-issued securities ordinarily are purchased directly from the issuer or from an underwriter; other purchases and sales usually are placed with those dealers from which it appears that the best price or execution will be obtained. Usually no brokerage commissions as such are paid by a fund for such purchases and sales, although the price paid usually includes an undisclosed compensation to the dealer acting as agent. The prices paid to underwriters of newly-issued securities usually include a concession paid by the issuer to the underwriter and purchases of after-market securities from dealers ordinarily are executed at a price between the bid and asked price.

Soft Dollars

The term "soft dollars" is commonly understood to refer to arrangements where an investment adviser uses client (or fund) brokerage commissions to pay for research and brokerage services to be used by the investment adviser. Section 28(e) of the Exchange Act provides a "safe harbor" that permits investment advisers to enter into soft dollar arrangements if the investment adviser determines in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided. Eligible products and services under Section 28(e) include those that provide lawful and appropriate assistance to the investment adviser in the performance of its investment decision-making responsibilities.

Subject to the policy of seeking best execution, the funds may execute transactions with brokerage firms that provide research services and products, as defined in Section 28(e). Any and all research products and services received in connection with brokerage commissions will be used to assist the applicable Affiliated Entity or Sub-Adviser in its investment decision-making responsibilities, as contemplated under Section 28(e). Under certain conditions, higher brokerage commissions may be paid in connection with certain transactions in return for research products and services.

The products and services provided under these arrangements permit the Trading Desk to supplement its own research and analysis activities, and provide it with information from individuals and research staff of many securities firms. Such services and products may include, but are not limited to, the following: fundamental research reports (which may discuss, among other things, the value of securities, or the advisability of investing in, purchasing or selling securities, or the availability of securities or the purchasers or sellers of securities, or issuers, industries, economic factors and trends, portfolio strategy and performance); current market data and news; statistical data; technical and portfolio analyses; economic forecasting and interest rate projections; and historical information on securities and companies. The Trading Desk also may use client brokerage commission arrangements to defray the costs of certain services and communication systems that facilitate trade execution (such as on-line quotation systems, direct data feeds from stock exchanges and on-line trading systems) or functions related thereto (such as clearance and settlement). Some of the research products or services received by the Trading Desk may have both a research function and a non-research or administrative function (a "mixed use"). If the Trading Desk determines that any research product or service has a mixed use, the Trading Desk will allocate in good faith the cost of such service or product accordingly. The portion of the product or service that the Trading Desk determines will assist it in the investment decision-making process may be paid for in soft dollars. The non-research portion is paid for by the Trading Desk in hard dollars.

The Trading Desk generally considers the amount and nature of research, execution and other services provided by brokerage firms, as well as the extent to which such services are relied on, and attempts to allocate a portion of the brokerage business of its clients on the basis of that consideration. Neither the services nor the amount of brokerage given to a particular brokerage firm are made pursuant to any agreement or commitment with any of the selected firms that would bind the Trading Desk to compensate the selected brokerage firm for research provided. The

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Trading Desk endeavors, but is not legally obligated, to direct sufficient commissions to broker/dealers that have provided it with research and other services to ensure continued receipt of research the Trading Desk believes is useful. Actual commissions received by a brokerage firm may be more or less than the suggested allocations.

There may be no correlation between the amount of brokerage commissions generated by a particular fund or account and the indirect benefits received by that fund or client. The Affiliated Entity or Sub-Adviser may receive a benefit from the research services and products that is not passed on to a fund in the form of a direct monetary benefit. Further, research services and products may be useful to the Affiliated Entity or Sub-Adviser in providing investment advice to any of the funds or other accounts it advises. Information made available to the Affiliated Entity or Sub-Adviser from brokerage firms effecting securities transactions for another fund or account may be utilized on behalf of a fund. Thus, there may be no correlation between the amount of brokerage commissions generated by a particular fund and the indirect benefits received by that fund. Information so received is in addition to, and not in lieu of, services required to be performed by the Affiliated Entity or Sub-Adviser and fees are not reduced as a consequence of the receipt of such supplemental information. Although the receipt of such research services does not reduce the normal independent research activities of the Affiliated Entity or Sub-Adviser, it enables it to avoid the additional expenses that might otherwise be incurred if it were to attempt to develop comparable information through its own staff.

IPO Allocations

Certain funds may participate in IPOs. In deciding whether to purchase an IPO, a fund's portfolio manager(s) generally consider the capitalization characteristics of the security, as well as other characteristics of the security, and identifies funds and accounts with investment objectives and strategies consistent with such a purchase. Generally, as more IPOs involve small- and mid-cap companies, the funds and accounts with a small- and mid-cap focus may participate in more IPOs than funds and accounts with a large-cap focus. The Affiliated Entity or Sub-Adviser (as applicable), when consistent with the fund's and/or account's investment guidelines, generally will allocate shares of an IPO on a pro rata basis. In the case of "hot" IPOs, where the Affiliated Entity or Sub-Adviser only receives a partial allocation of the total amount requested, those shares will be distributed fairly and equitably among participating funds or accounts managed by the Affiliated Entity or Sub-Adviser. "Hot" IPOs raise special allocation concerns because opportunities to invest in such issues are limited as they are often oversubscribed. The distribution of the partial allocation among funds and/or accounts will be based on relative NAVs. Shares will be allocated on a pro rata basis to all appropriate funds and accounts, subject to a minimum allocation based on trading, custody and other associated costs. International hot IPOs may not be allocated on a pro rata basis due to transaction costs, market liquidity and other factors unique to international markets.

Disclosure of Portfolio Holdings

The funds have adopted policies and procedures with respect to the disclosure of fund portfolio holdings and any ongoing arrangements to make available information about fund portfolio holdings. It is the policy of the Manager to protect the confidentiality of fund portfolio holdings and prevent the selective disclosure of non-public information about such holdings. The policy requires that consideration always be given as to whether disclosure of information about fund portfolio holdings is in the best interests of fund shareholders, and that any conflicts of interest between the interests of fund shareholders and those of the Manager or its affiliates be addressed in a manner that places the interests of fund shareholders first.

Each fund, or its duly authorized service providers, publicly discloses its portfolio holdings in accordance with regulatory requirements, such as periodic portfolio disclosure in filings with the SEC. Each non-money market fund, or its duly authorized service providers, may publicly disclose its complete schedule of portfolio holdings at month-end, with a one-month lag at www.dreyfus.com. In addition, fifteen days following the end of each calendar quarter, each non-money market fund, or its duly authorized service providers, may publicly disclose on the website its complete schedule of portfolio holdings as of the end of such quarter. Each money market fund will disclose daily, on www.dreyfus.com, the fund's complete schedule of holdings as of the end of the previous business day. The schedule of holdings will remain on the website until the fund files its Form N-Q or Form N-CSR for the period that includes the date of the posted holdings.

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If a fund's portfolio holdings are released pursuant to an ongoing arrangement with any party, such fund must have a legitimate business purpose for doing so, and neither the fund, nor the Manager or its affiliates may receive any compensation in connection with an arrangement to make available information about the fund's portfolio holdings. Funds may distribute portfolio holdings to mutual fund evaluation services such as S&P, Morningstar or Lipper Analytical Services; due diligence departments of broker-dealers and wirehouses that regularly analyze the portfolio holdings of mutual funds before their public disclosure; and broker-dealers that may be used by the fund, for the purpose of efficient trading and receipt of relevant research, provided that: (a) the recipient does not distribute the portfolio holdings to persons who are likely to use the information for purposes of purchasing or selling fund shares or fund portfolio holdings before the portfolio holdings become public information; and (b) the recipient signs a written confidentiality agreement.

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

Disclosure of portfolio holdings may be authorized only by the Chief Compliance Officer for the fund, and any exceptions to this policy are reported quarterly to the board.

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

The boards have delegated to Dreyfus the authority to vote proxies of companies held in a fund's portfolio. Dreyfus, through its participation in BNY Mellon's Proxy Policy Committee (the "PPC"), applies BNY Mellon's Proxy Voting Policy, related procedures and voting guidelines when voting proxies on behalf of a fund.

Dreyfus recognizes that an investment adviser is a fiduciary that owes its clients a duty of utmost good faith and full and fair disclosure of all material facts. Dreyfus further recognizes that the right to vote proxies is an asset, just as the economic investment represented by the shares is an asset. An investment adviser's duty of loyalty precludes an adviser from subrogating its clients' interests to its own. Accordingly, in voting proxies, Dreyfus seeks to act solely in the best financial and economic interests of the funds. With regard to voting proxies of foreign companies, Dreyfus weighs the cost of voting, and potential inability to sell, the shares against the benefit of voting the shares to determine whether or not to vote.

Dreyfus seeks to avoid material conflicts of interest through its participation in the PPC, which applies detailed, pre-determined proxy voting guidelines in an objective and consistent manner across client accounts, based on internal and external research and recommendations provided by third party vendors, and without consideration of any client relationship factors. Further, Dreyfus and its affiliates engage a third party as an independent fiduciary to vote all proxies for BNY Mellon securities and proxies of mutual funds sponsored by Dreyfus or its affiliates (including the Dreyfus Family of Funds), and may engage an independent fiduciary to vote proxies of other issuers in Dreyfus' and its affiliates' discretion.

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

Dreyfus believes that a shareholder's role in the governance of a publicly-held company is generally limited to monitoring the performance of the company and its managers and voting on matters which properly come to a

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shareholder vote. Dreyfus carefully reviews proposals that would limit shareholder control or could affect shareholder values.

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

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

Information regarding how Dreyfus voted proxies for the funds during the most recent 12-month period ended June 30th is available on Dreyfus' website, by the following August 31st, at http://www.dreyfus.com and on the SEC's website at http://www.sec.gov on a fund's Form N-PX.

ADDITIONAL INFORMATION ABOUT THE FUNDS' STRUCTURE;
FUND SHARES AND VOTING RIGHTS

Massachusetts Business Trusts

If a fund is a series of a fund company organized as an unincorporated business trust under the laws of the Commonwealth of Massachusetts, shareholders of the fund could, under certain circumstances, be held personally liable for the obligations of the fund. However, the fund company's Agreement and Declaration of Trust (the "Trust Agreement") disclaims shareholder liability for acts or obligations of the fund company and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the fund company or a board member. The Trust Agreement provides for indemnification from a fund's property for all losses and expenses of any shareholder held personally liable for the obligations of the fund. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the fund itself would be unable to meet its obligations, a possibility which management believes is remote. Upon payment of any liability incurred by a fund, the shareholder paying such liability will be entitled to reimbursement from the general assets of the fund. The fund companies intend to conduct their operations in such a way so as to avoid, as far as possible, ultimate liability of the shareholders for liabilities of a fund.

Fund Shares and Voting Rights

Fund shares have equal rights as to dividends and in liquidation. Shares have no preemptive, subscription rights or, except as described in the prospectus or this SAI, conversion rights and are freely transferable. Each fund share has one vote and, when issued and paid for in accordance with the terms of its offering, is fully paid and non-assessable.

Unless otherwise required by the 1940 Act, ordinarily it will not be necessary for a fund to hold annual meetings of shareholders. As a result, shareholders may not consider each year the election of board members or the appointment of an independent registered public accounting firm. However, for a fund that is organized as a Massachusetts business trust or a series of a Massachusetts business trust, the holders of at least 30% of the fund's shares outstanding and entitled to vote may require the fund to hold a special meeting of shareholders for purposes of removing a board member from office. In addition, the board will call a meeting of shareholders for the purpose of electing board members if, at any time, less than a majority of the board members then holding office have been elected by shareholders.

Rule 18f-2 under the 1940 Act provides that any matter required to be submitted under the provisions of the 1940 Act or applicable state law or otherwise to the holders of the outstanding voting securities of an investment company

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will not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares of each series, if any, affected by such matter. Rule 18f-2 further provides that a series shall be deemed to be affected by a matter unless it is clear that the interests of each series in the matter are identical or that the matter does not affect any interest of such series. Rule 18f-2 exempts the selection of the independent registered public accounting firm and the election of board members from the separate voting requirements of the rule.

GLOSSARY

Term	Meaning
12b-1 Plan	A Plan adopted pursuant to Rule 12b-1 under the 1940 Act
1940 Act	Investment Company Act of 1940, as amended
ADRs	American Depositary Receipts and American Depositary Shares
Adviser	The Manager and/or one or more Sub-Advisers, as applicable to the relevant fund or funds
Affiliated Entity	An affiliate of Dreyfus that, along with Dreyfus, employs fund portfolio managers who are dual employees of the Dreyfus and such affiliate
Authorized Entity	A bank, broker-dealer, financial adviser or Retirement Plan that has entered into an agreement with the Distributor to receive orders to buy and sell fund shares by the close of trading on the NYSE and transmit such orders to the Distributor or its designee in accordance with the agreement with the Distributor
BNY Mellon	The Bank of New York Mellon Corporation; BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation.
CEA	Commodities Exchange Act
CFTC	Commodity Futures Trading Commission
Code	Internal Revenue Code of 1986, as amended
CPO	Commodity pool operator
Custodian	The Bank of New York Mellon
Distribution Plan	A plan adopted by a fund's board pursuant to Rule 12b-1 under the 1940 Act
Distributor	MBSC Securities Corporation
Dreyfus	The Dreyfus Corporation
ETFs	Exchange traded funds
Exchange Act	Securities Exchange Act of 1934, as amended
FDIC	Federal Deposit Insurance Corporation
Federal Funds	Monies of member banks within the Federal Reserve System which are held on deposit at a Federal Reserve Bank
FINRA	Financial Industry Regulatory Authority
Fitch	Fitch Ratings
FNMA	Federal National Mortgage Association
Ginnie Maes	GNMA Mortgage Pass Through Certificates
GNMA	Government National Mortgage Association
Independent Board Member	A board member who is not an "interested person" (as defined in the 1940 Act) of the relevant fund
Index	The benchmark index of an Index Fund
Index Manager	Mellon Capital Management Corporation
IPO	Initial public offering

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Term	Meaning
IRS	Internal Revenue Service
Lending Agent	The Bank of New York Mellon
LIBOR	London Interbank Offered Rate
Manager	The Dreyfus Corporation
Mellon Capital	Mellon Capital Management Corporation
Money Market Portfolio	Money Market Portfolio, a series of Dreyfus Variable Investment Funds
Moody's	Moody's Investors Service, Inc.
NASDAQ	The Nasdaq Stock Market, Inc.
NAV	Net asset value
Newton	Newton Capital Management Ltd.
NFA	National Futures Association
NYSE	New York Stock Exchange
Participating Insurance Companies	Insurance companies that establish variable annuity and variable life insurance separate accounts to fund variable annuity contracts and variable life insurance policies through which investments in the funds may be made
Policies	Variable annuity contracts and variable life insurance policies through which investments in the funds may be made
Rating Agencies	S&P, Moody's, Fitch and, with respect to money market funds, DBRS
REIT	Real estate investment trust
REMIC	Real estate mortgage investment conduit
S&P	Standard & Poor's Ratings Services
Sarofim & Co.	Fayez Sarofim & Co.
SEC	Securities and Exchange Commission
Securities Act	Securities Act of 1933, as amended
Standish	Standish Mellon Asset Management Company LLC
Sub-Adviser	A fund's sub-investment adviser, if any, as described in the prospectus
TBCAM	The Boston Company Asset Management
TIPS	Treasury Inflation-Protection Securities
Transfer Agent	Dreyfus Transfer, Inc.
Treasury	U.S. Department of the Treasury
USA PATRIOT Act	Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
VA	Variable annuity
VLI	Variable life insurance

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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 are incorporated by reference to Exhibit (b) of Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A, filed on April 13, 2012.
(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 is incorporated by reference to Exhibit (e)(i) of Post-Effective Amendment No. 28 to the Registration Statement on Form N-1A, filed on April 14, 2011.
(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 is incorporated by reference to Exhibit (g) of Post-Effective Amendment No. 28 to the Registration Statement on Form N-1A, filed on April 14, 2011.
(h)(1)	Amended and Restated Transfer Agency Agreement.
(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.
(h)(3)	Amendment to the Amended and Restated Transfer Agency Agreement is incorporated by reference to Exhibit (h)(3) of Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A, filed on April 13, 2012.
(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.
(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.
	(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 1.10 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
J. Charles Cardona President and Director	MBSC Securities Corporation++	Director Executive Vice President	6/07 – Present 6/07 - Present
	BNY Mellon Liquidity Funds plc+	Director	4/06 - Present
Diane P. Durnin Vice Chair and Director	None
Robert G. Capone Director	MBSC Securities Corporation++	Executive Vice President Director	4/07 - Present 4/07 - Present
	The Bank of New York Mellon*****	Vice President	2/06 - Present
Mitchell E. Harris Director	Standish Mellon Asset Management Company LLC Mellon Financial Center 201 Washington Street Boston, MA 02108-4408	Chairman Chief Executive Officer Member, Board of Managers	2/05 – Present 8/04 – Present 10/04 - Present
	Alcentra NY, LLC++	Manager	1/08 - Present
	Alcentra US, Inc. ++	Director	1/08 - Present
	Alcentra, Inc. ++	Director	1/08 - Present
	BNY Alcentra Group Holdings, Inc. ++	Director	10/07 - Present
	Pareto New York LLC++	Manager	11/07 - Present
	Standish Ventures LLC Mellon Financial Center 201 Washington Street Boston, MA 02108-4408	President Manager	12/05 - Present 12/05 - Present
	Palomar Management London, England	Director	12/97 - Present

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
	Palomar Management Holdings Limited London, England	Director	12/97 - Present
	Pareto Investment Management Limited London, England	Director	9/04 - Present
Bradley J. Skapyak Chief Operating Officer and Director	MBSC Securities Corporation++	Executive Vice President	6/07 - Present
	The Bank of New York Mellon****	Senior Vice President	4/07 - Present
	The Dreyfus Family of Funds++	President	1/10 - Present
	Dreyfus Transfer, Inc. ++	Chairman Director Senior Vice President	5/11 - Present 5/10 - Present 5/10 - 5/11
Cynthia Fryer Steer Director	None
Joseph Fuschillo Executive Vice President - Intermediary Distribution	American Independence Financial New York, N.Y.	Senior Managing Director	7/10 – 2/12
Patrice M. Kozlowski Senior Vice President – Corporate Communications	None
Gary Pierce Controller	The Bank of New York Mellon *****	Vice President	7/08 - Present
	BNY Mellon, National Association +	Vice President	7/08 - Present
	Laurel Capital Advisors, LLP+	Chief Financial Officer	5/07 - Present
	MBSC Securities Corporation++	Director Chief Financial Officer	6/07 – Present 6/07 - Present
	Founders Asset Management, LLC****	Assistant Treasurer	7/06 - 12/09
	Dreyfus Consumer Credit Corporation ++	Treasurer	7/05 - 8/10

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
	Dreyfus Transfer, Inc. ++	Chief Financial Officer Treasurer	7/05 - Present 5/11- Present
	Dreyfus Service Organization, Inc.++	Treasurer	7/05 – Present
	Seven Six Seven Agency, Inc. ++	Treasurer	4/99 - Present
Joseph W. Connolly Chief Compliance Officer	The Dreyfus Family of Funds++	Chief Compliance Officer	10/04 - Present
	Laurel Capital Advisors, LLP+	Chief Compliance Officer	4/05 - Present
	BNY Mellon Funds Trust++	Chief Compliance Officer	10/04 - Present
	MBSC Securities Corporation++	Chief Compliance Officer	6/07 – Present
Christopher O'Connor Chief Administrative Officer	MBSC Securities Corporation++	Executive Vice President Senior Vice President	12/11 – Present 5/06 – 12/11
John Pak Chief Legal Officer	Deutsche Bank 60 Wall Street New York, NY 10005	Managing Director	3/05 - 7/12
	Deutsche Investment Management Americas, Inc. 345 Park Avenue New York, NY 10154	Chief Legal Officer	3/05 - 7/12
Gary E. Abbs Vice President – Tax	The Bank of New York Mellon+	First Vice President and Manager of Tax Compliance	12/96 - Present
	Dreyfus Service Organization++	Vice President – Tax	1/09 - Present
	Dreyfus Consumer Credit Corporation++	Chairman President	1/09 – 8/10 1/09 – 8/10
	MBSC Securities Corporation++	Vice President – Tax	1/09 - Present
Jill Gill Vice President – Human Resources	MBSC Securities Corporation++	Vice President	6/07 – Present

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
	The Bank of New York Mellon *****	Vice President	7/08 – Present
	BNY Mellon, National Association +	Vice President	7/08 - Present
Tracy A. Hopkins Vice President - Cash Strategies	MBSC Securities Corporation++	Senior Vice President	2/08 - Present
Joanne S. Huber Vice President – Tax	The Bank of New York Mellon+	State & Local Compliance Manager	7/07 - Present
	Dreyfus Service Organization++	Vice President – Tax	1/09 – Present
	Dreyfus Consumer Credit Corporation++	Vice President – Tax	1/09 – 8/10
	MBSC Securities Corporation++	Vice President – Tax	1/09 – Present
Anthony Mayo Vice President – Information Systems	None
John E. Lane Vice President	A P Colorado, Inc. +	Vice President – Real Estate and Leases	8/07 - Present
	A P East, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	A P Management, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	A P Properties, Inc. +	Vice President – Real Estate and Leases	8/07 - Present
	Allomon Corporation+	Vice President– Real Estate and Leases	8/07 - Present
	AP Residential Realty, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	AP Wheels, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	BNY Mellon, National Association +	Vice President – Real Estate and Leases	7/08 - Present
	Citmelex Corporation+	Vice President– Real Estate and Leases	8/07 - Present

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
	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
	Mellon Holdings, LLC+	Vice President– Real Estate and Leases	12/07 - Present
	Mellon International Leasing Company+	Vice President– Real Estate and Leases	7/07 - Present
	Mellon Leasing Corporation+	Vice President– Real Estate and Leases	7/07 - Present
	Mellon Ventures, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	Melnamor Corporation+	Vice President– Real Estate and Leases	8/07 - Present
	MFS Leasing Corp. +	Vice President– Real Estate and Leases	7/07 - Present
	MMIP, LLC+	Vice President– Real Estate and Leases	8/07 - Present

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
	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
	Texas AP, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
	The Bank of New York Mellon*****	Vice President – Real Estate and Leases	7/08 - Present
	The Bank of New York Mellon Corporation*****	Executive Vice President	8/07 - Present
	Trilem, Inc. +	Vice President– Real Estate and Leases	8/07 - Present
Kathleen Geis Vice President	BNY Mellon, National Association+	Managing Director	7/09 - Present
	BNY Mellon Distributors Holdings, Inc. +	Vice President - Real Estate	7/11 - Present
	BNY Mellon Investment Servicing (US) Inc. +	Vice President - Real Estate	7/11 - Present
	BNY Mellon Performance & Risk Analytics, LLC+	Vice President - Real Estate	7/11 - Present
	BNY Mellon Trust Company of Illinois+	Vice President - Real Estate	7/11 - Present
	BNY Mellon Trust of Delaware+	Vice President - Real Estate	7/11 - Present
	Eagle Investment Systems LLC+	Vice President - Real Estate	7/11 - Present
	Ivy Asset Management LLC+	Vice President - Real Estate	7/11 - Present

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
	Mellon Capital Management Corporation***	Vice President - Real Estate	7/11 - Present
	Mellon Financial Services Corporation #1+	Vice President - Real Estate	7/11 - Present
	Mellon Holdings LLC+	Vice President - Real Estate	7/11 - Present
	Mellon Investor Services LLC+	Vice President - Real Estate	7/11 - Present
	Pareto New York LLC*****	Vice President - Real Estate	7/11 - Present
	SourceNet Solutions, Inc. +	Vice President - Real Estate	7/11 - Present
	Technology Services Group, Inc. +	Vice President - Real Estate	7/11 - Present
	Tennessee Processing Center LLC+	Vice President - Real Estate	7/11 - Present
	The Bank of New York Mellon Trust Company, National Association+	Vice President - Real Estate	7/11 - Present
	Alcentra US, Inc. ++	Vice President - Real Estate	7/11 - Present
	BNY Mellon Capital Markets LLC++	Vice President - Real Estate	7/11 - Present
	Pershing LLC*****	Vice President - Real Estate	7/11 - Present
	The Bank of New York Mellon+	Managing Director	7/09 - Present
	MBNA Institutional PA Services, LLC+	Managing Director Senior Vice President	7/09 - Present 10/06 - 7/09
Dean M. Steigauf Vice President	BNY Mellon, National Association+	Vice President	7/09 - Present
	BNY Mellon Distributors Holdings, Inc. +	Vice President - Real Estate	7/11 - Present
	BNY Mellon Investment Servicing (US) Inc. +	Vice President - Real Estate	7/11 - Present
	BNY Mellon Performance & Risk Analytics, LLC+	Vice President - Real Estate	7/11 - Present
	BNY Mellon Trust Company of Illinois+	Vice President - Real Estate	7/11 - Present

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
	BNY Mellon Trust of Delaware+	Vice President - Real Estate	7/11 - Present
	Eagle Investment Systems LLC+	Vice President - Real Estate	7/11 - Present
	Ivy Asset Management LLC+	Vice President - Real Estate	7/11 - Present
	Mellon Capital Management Corporation***	Vice President - Real Estate	7/11 - Present
	Mellon Financial Services Corporation #1+	Vice President - Real Estate	7/11 - Present
	Mellon Holdings LLC+	Vice President - Real Estate	7/11 - Present
	Mellon Investor Services LLC+	Vice President - Real Estate	7/11 - Present
	Pareto New York LLC*****	Vice President - Real Estate	7/11 - Present
	SourceNet Solutions, Inc. +	Vice President - Real Estate	7/11 - Present
	Technology Services Group, Inc. +	Vice President - Real Estate	7/11 - Present
	Tennessee Processing Center LLC+	Vice President - Real Estate	7/11 - Present
	The Bank of New York Mellon Trust Company, National Association+	Vice President - Real Estate	7/11 - Present
	Alcentra US, Inc. ++	Vice President - Real Estate	7/11 - Present
	BNY Mellon Capital Markets LLC++	Vice President - Real Estate	7/11 - Present
	Pershing LLC*****	Vice President - Real Estate	7/11 - Present
	The Bank of New York Mellon+	Vice President	12/02 - Present
James Bitetto Secretary	The Dreyfus Family of Funds++	Vice President and Assistant Secretary	8/05 - Present
	MBSC Securities Corporation++	Assistant Secretary	6/07 - Present
	Dreyfus Service Organization, Inc.++	Secretary	8/05 - Present

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
	The Dreyfus Consumer Credit Corporation++	Vice President	2/02 - 8/10
	Founders Asset Management LLC****	Assistant Secretary	3/09 - 12/09

*	The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108.
**	The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104.
***	The address of the business so indicated is 50 Fremont Street, Suite 3900, San Francisco, California 94105.
****	The address of the business so indicated is 210 University Blvd., Suite 800, Denver, Colorado 80206.
*****	The address of the business so indicated is One Wall Street, New York, New York 10286.
+	The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258.
++	The address of the business so indicated is 200 Park Avenue, New York, New York 10166.
+++	The address of the business so indicated is 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.
++++	The address of the business so indicated is White Clay Center, Route 273, Newark, Delaware 19711.
+++++	The address of the business so indicated is 4005 Kennett Pike, Greenville, DE 19804.

Item 32.Principal Underwriters
(a)Other investment companies for which Registrant's principal underwriter (exclusive distributor) acts as principal underwriter or exclusive distributor:
1.	Advantage Funds, Inc.
2.	BNY Mellon Funds Trust
3.	CitizensSelect Funds
4.	Dreyfus Appreciation Fund, Inc.
5.	Dreyfus BASIC Money Market Fund, Inc.
6.	Dreyfus Bond Funds, Inc.
7.	Dreyfus Cash Management
8.	Dreyfus Funds, Inc.
9.	The Dreyfus Fund Incorporated
10.	Dreyfus Government Cash Management Funds
11.	Dreyfus Growth and Income Fund, Inc.
12.	Dreyfus Index Funds, Inc.
13.	Dreyfus Institutional Cash Advantage Funds

14.	Dreyfus Institutional Preferred Money Market Funds
15.	Dreyfus Institutional Reserves Funds
16.	Dreyfus Intermediate Municipal Bond Fund, Inc.
17.	Dreyfus International Funds, Inc.
18.	Dreyfus Investment Funds
19.	Dreyfus Investment Grade Funds, Inc.
20.	Dreyfus Investment Portfolios
21.	The Dreyfus/Laurel Funds, Inc.
22.	The Dreyfus/Laurel Funds Trust
23.	The Dreyfus/Laurel Tax-Free Municipal Funds
24.	Dreyfus Liquid Assets, Inc.
25.	Dreyfus Manager Funds I
26.	Dreyfus Manager Funds II
27.	Dreyfus Midcap Index Fund, Inc.
28.	Dreyfus Money Market Instruments, Inc.
29.	Dreyfus Municipal Bond Opportunity Fund
30.	Dreyfus Municipal Cash Management Plus
31.	Dreyfus Municipal Funds, Inc.
32.	Dreyfus Municipal Money Market Fund, Inc.
33.	Dreyfus New Jersey Municipal Bond Fund, Inc.
34.	Dreyfus New Jersey Municipal Money Market Fund, Inc.
35.	Dreyfus New York AMT-Free Municipal Bond Fund
36.	Dreyfus New York AMT-Free Municipal Money Market Fund
37.	Dreyfus New York Municipal Cash Management
38.	Dreyfus New York Tax Exempt Bond Fund, Inc.
39.	Dreyfus Opportunity Funds
40.	Dreyfus Premier California AMT-Free Municipal Bond Fund, Inc.
41.	Dreyfus Premier GNMA Fund, Inc.
42.	Dreyfus Premier Investment Funds, Inc.
43.	Dreyfus Premier Short-Intermediate Municipal Bond Fund
44.	Dreyfus Premier Worldwide Growth Fund, Inc.
45.	Dreyfus Research Growth Fund, Inc.
46.	Dreyfus State Municipal Bond Funds
47.	Dreyfus Stock Funds

48.	Dreyfus Short-Intermediate Government Fund
49.	The Dreyfus Socially Responsible Growth Fund, Inc.
50.	Dreyfus Stock Index Fund, Inc.
51.	Dreyfus Tax Exempt Cash Management Funds
52.	The Dreyfus Third Century Fund, Inc.
53.	Dreyfus Treasury & Agency Cash Management
54.	Dreyfus Treasury Prime Cash Management
55.	Dreyfus U.S. Treasury Intermediate Term Fund
56.	Dreyfus U.S. Treasury Long Term Fund
57.	Dreyfus 100% U.S. Treasury Money Market Fund
58.	Dreyfus Variable Investment Fund
59.	Dreyfus Worldwide Dollar Money Market Fund, Inc.
60.	General California Municipal Money Market Fund
61.	General Government Securities Money Market Funds, Inc.
62.	General Money Market Fund, Inc.
63.	General Municipal Money Market Funds, Inc.
64.	General New York Municipal Money Market Fund
65.	Strategic Funds, Inc.

(b)
Name and principal Business address	Positions and offices with the Distributor	Positions and Offices with Registrant
Ken Bradle**	Chief Executive Officer, President and Director	None
Robert G. Capone****	Executive Vice President and Director	None
J. Charles Cardona*	Executive Vice President and Director	Executive Vice President (Money Market Funds Only)
Sue Ann Cormack**	Executive Vice President	None
John M. Donaghey***	Executive Vice President and Director	None
Mark A. Keleher*****	Executive Vice President	None
James D. Kohley***	Executive Vice President	None
William H. Maresca**	Executive Vice President and Director	None
Timothy M. McCormick*	Executive Vice President	None
David K. Mossman***	Executive Vice President	None
Christopher D. O'Connor*	Executive Vice President and Director	None

(b)
Name and principal Business address	Positions and offices with the Distributor	Positions and Offices with Registrant
Irene Papadoulis**	Executive Vice President	None
Matthew Perrone**	Executive Vice President	None
Bradley J. Skapyak*	Executive Vice President	President
Bill E. Sappington*	Executive Vice President and Director	None
Gary Pierce*	Chief Financial Officer and Director	None
Tracy Hopkins*	Senior Vice President	None
Mercedes Katz**	Senior Vice President	None
Mary T. Lomasney****	Senior Vice President	None
Barbara A. McCann****	Senior Vice President	None
Christine Carr Smith*****	Senior Vice President	None
Kathleen DeNicholas*	Chief Legal Officer and Secretary	None
Joseph W. Connolly*	Chief Compliance Officer (Investment Advisory Business)	Chief Compliance Officer
Stephen Storen*	Chief Compliance Officer	Anti-Money Laundering Compliance Officer
Matthew D. Connolly*	Vice President and Anti-Money Laundering Officer	None
Maria Georgopoulos*	Vice President – Facilities Management	None
Stewart Rosen*	Vice President – Facilities Management	None
Karin L. Waldmann*	Privacy Officer	None
Gary E. Abbs***	Vice President – Tax	None
Timothy I. Barrett**	Vice President	None
Gina DiChiara*	Vice President	None
Jill Gill*	Vice President	None
Joanne S. Huber***	Vice President – Tax	None
John E. Lane******	Vice President	None
Kathleen Geis******	Vice President	None
Dean M. Steigauf******	Vice President	None
Donna M. Impagliazzo**	Vice President – Compliance	None
Anthony Nunez*	Vice President – Finance	None
Claudine Orloski***	Vice President – Tax	None
William Schalda*	Vice President	None
John Shea*	Vice President – Finance	None

(b)
Name and principal Business address	Positions and offices with the Distributor	Positions and Offices with Registrant
Christopher A. Stallone**	Vice President	None
Susan Verbil*	Vice President – Finance	None
William Verity*	Vice President – Finance	None
James Windels******	Vice President	Treasurer
James Bitetto*	Assistant Secretary	Vice President and Assistant Secretary
James D. Muir*	Assistant Secretary	None
Barbara J. Parrish***	Assistant Secretary	None
Cristina Rice***	Assistant Secretary	None

*	Principal business address is 200 Park Avenue, New York, NY 10166.
**	Principal business address is 144 Glenn Curtiss Blvd., Uniondale, NY 11556-0144.
***	Principal business address is One Mellon Bank Center, Pittsburgh, PA 15258.
****	Principal business address is One Boston Place, Boston, MA 02108.
*****	Principal business address is 50 Fremont Street, Suite 3900, San Francisco, CA 94105.
******	Principal business address is 101 Barclay Street, New York 10286.
*******	Principal business address is 2 Hanson Place, Brooklyn, New York 11217

Item 33.Location of Accounts and Records

1.The Bank of New York Mellon
One Wall Street
New York, New York 10286

2.The Bank of New York Mellon
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258

3.BNY Mellon Investment Servicing (US), Inc.
4400 Computer Drive
Westborough, MA 01581

4.The Dreyfus Corporation
200 Park Avenue
New York, New York 10166

Item 34.Management Services

Not Applicable

Item 35.Undertakings

None

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York, and State of New York on the 15th day of April 2013.

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*	President (Principal Executive Officer)	04/15/2013
Bradley J. Skapyak
/s/ James Windels*	Treasurer (Principal Financial and Accounting Officer)	04/15/2013
James Windels
/s/ Joseph S. DiMartino*	Chairman of the Board	04/15/2013
Joseph S. DiMartino
/s/ Peggy C. Davis*	Board Member	04/15/2013
Peggy C. Davis
/s/ David P. Feldman*	Board Member	04/15/2013
David P. Feldman
/s/ Ehud Houminer*	Board Member	04/15/2013
Ehud Houminer
/s/ Lynn Martin*	Board Member	04/15/2013
Lynn Martin
/s/ Robin A. Melvin*	Board Member	04/15/2013
Robin A. Melvin
/s/ Martin Peretz*	Board Member	04/15/2013
Martin Peretz

/s/ Philip L. Toia*	Board Member	04/15/2013
Philip L. Toia

*BY:	/s/ Janette Farragher
	Janette Farragher Attorney-in-Fact

INDEX OF EXHIBITS

Exhibits

(h)(1)	Amended and Restated Transfer Agency Agreement.
(j)	Consent of Independent Registered Public Accounting Firm.
(p)(i)	Code of Ethics.
(a)	Powers of Attorney.

EX-99

EXECUTION COPY

TRANSFER AGENCY AGREEMENT

by and between

EACH INVESTMENT COMPANY LISTED ON SCHEDULE B HERETO

and

DREYFUS TRANSFER, INC.

TABLE OF CONTENTS

	Page Number
Background	3
Terms 3	3
1 Appointment	3
2 Records; Visits	8
3 Services	9
4 Confidentiality	40
5 Privacy	41
6 Audits; Questionnaires	43
7 Cooperation with Accountants	44
8 Disaster Recovery	44
9 Fees and Expenses	45
10 Instructions	47
11 Terms Relating to Liability	49
12 Indemnification	50
13 Termination	52
14 Policies and Procedures	54
15 Notices	55
16 Amendments	56
17 Assignment; Subcontracting	56
18 Facsimile Signatures; Counterparts	56
19 Miscellaneous	56
Schedule A Definitions; Index of Defined Terms	60
Schedule B Funds	68
Schedule C DTI Procedures	72
Schedule D Good Friday Funds (as described in Section 1(b)(iii))	76
Schedule E Day 2 Services	78
Exhibit 1A Certification Re Sarbanes-Oxley Required by Section 3(k) 80	80
Exhibit 1B Certification Re Rule 38a-1 Compliance Required By Section 3(k) 82	82

Page 2

TRANSFER AGENCY AGREEMENT

This Transfer Agency Agreement ("Agreement") is made as of May 29, 2012 by and between Dreyfus Transfer, Inc., a Maryland corporation ("DTI"), and each Investment Company listed on Schedule B.  Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms).  The term "Fund" as used in this Agreement means, as applicable, (i) each Investment Company listed on Schedule B which is not further divided into one or more Portfolios, and (ii) each Portfolio listed on Schedule B of those Investment Companies which are further divided into Portfolios; in each case each Fund shall be considered in its individual and separate capacity.  For clarification:  All Schedules and Exhibits to this Agreement and the Fee Agreement and the Service Level Agreement (each as defined below) constitute a part of this Agreement without the need to specifically incorporate each by reference; the terms "party" and "parties" exclusively mean DTI and the Funds; and the term "third party" means all persons and entities other than DTI and the Funds.

Background

A.        DTI is registered as a transfer agent under the 1934 Act, and each Fund is an investment company registered under the 1940 Act, or portfolios thereof.

B.         The Investment Companies listed on Schedule B wish to retain DTI to perform various transfer agency, registrar, dividend disbursing and shareholder servicing services for and on behalf of each of the Portfolios listed on Schedule B, as such Schedule B may be amended from time to time, and DTI wishes to furnish such services. 

C.         Each Fund acknowledges that DTI has entered into a Sub-Transfer Agency Agreement with BNY Mellon Investment Servicing (US) Inc. ("BNYM"), dated as of May 24, 2012 (the "Sub-Agreement"), for the performance by BNYM and its permitted successors and assigns, on behalf of DTI, of certain of the Services (as defined below) and other obligations of DTI under this Agreement.

D.        Each Fund acknowledges that, pursuant to the Sub-Agreement, DTI utilizes certain components of the BNYM System to perform certain of the Services, including using the BNYM System to access the data and information maintained in the BNYM System.

Terms

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree to the statements made in the preceding paragraphs and as follows:  

1.         Appointment. 

(a)        Each Fund hereby engages DTI to provide the transfer agency, registrar, dividend disbursing and shareholder servicing services set forth in Sections 2 and 3 (the "Services") to and on behalf of the Fund.  DTI accepts such engagement and agrees in connection with such engagement to furnish the Services, utilizing the BNYM System where appropriate for the Service being provided.  DTI shall be under no duty to provide any service to or on behalf of a Fund except as specifically set forth in Section 2 or Section 3 or as DTI and the Fund may specifically agree in a written amendment to this Agreement.  Except as the parties may otherwise mutually agree in a written amendment to this Agreement, DTI shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a Fund or by any other third party service provider to a Fund not engaged by DTI. 

Page 3

(b)        DTI shall provide the Services, including giving the Funds access to the Licensed Systems, on all days the New York Stock Exchange ("NYSE") is open for trading, and, in accordance with the following criteria, on certain days the NYSE is scheduled to be open for trading but does not open for any trading: 

(i)         If the closing of the NYSE on a scheduled trading day is announced at least one Business Day (as defined below) in advance by the NYSE, then DTI will provide all Services in accordance with this Agreement to the extent commercially reasonable under circumstances where some trading markets are open and some trading markets are closed;

(ii)        If the closing of the NYSE on a scheduled trading day is not announced at least one Business Day in advance, DTI shall run the nightly cycle and provide such other Services as are commercially reasonable under the circumstances and, if applicable, under its business continuity plan; and

(iii)       With respect to Good Friday, if the NYSE is closed for trading:  DTI agrees to attempt to develop and implement in accordance with and subject to Section 3(i), a manual process to provide the equivalent of a nightly processing cycle for transactions on Good Friday in the Funds designated on Schedule D.

A "Business Day" as used herein shall mean a day the NYSE is open for trading and, in respect of provision of particular Services, such days as such Services are provided in accordance with 1(b)(i), (ii) or (iii).

(c)        (1)        In the event a Fund requests in writing that DTI provide to the Fund a new or modified service due to the adoption (or the announcement of the adoption) of a new or modified law, rule, regulation or legal process ("New Legal Requirement") or due to a new or modified industry practice, standard, specification, operation or process ("New Operations Requirement", and together with New Legal Requirement, "New Industry Requirement"), that a consensus of participants in the open-end investment company industry, as evidenced by communications of the Investment Company Institute or a trade association of similar size and diversity of membership, determines is a service that transfer agents will be expected to provide to open-end investment companies ("New General Industry Service"), or in the absence of such a determination DTI determines to provide a new or modified service in response to a New Industry Requirement, whether or not a Fund provides the above-described written request, and a Fund determines that it will utilize the new or modified service ("New Fund Industry Service"; and together with New General Industry Service, a "New Industry Service"), and a Fund does not request any modification or enhancement to the New Industry Service, and during the design, development and implementation of the New Industry Service no modification or enhancement to the New Industry Service, any Service or the BNYM System is required by the Fund and no modification to the implementation process is required by the Fund, then DTI will use its best efforts to provide the New Industry Service, subject to the following: 

(i)         With respect to a New Industry Service provided by DTI that is attributable to a New Legal Requirement, if such New Industry Service increases DTI's costs, DTI and the Funds shall confer and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DTI for its increased costs; and

(ii)        With respect to a New Industry Service provided by DTI that is attributable to a New Operations Requirement, if such New Industry Service increases DTI's costs, then the Funds will pay such fees for the provision of the service by DTI after implementation as the parties shall mutually agree in writing, or in the absence of such agreement, such amount necessary to reimburse DTI for its increased costs.

(2)        In the event that:

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(I)        following the adoption (or the announcement of the adoption) of a New Legal Requirement there does not occur within a reasonable time thereafter a determination that a New Industry Service must be developed and the Funds reasonably determine that the Funds' compliance with the New Legal Requirement necessitates a modification or addition to a Service or the BNYM System and so notifies and requests such of DTI in writing;

(II)       following the adoption (or the announcement of the adoption) of a New Legal Requirement there occurs within a reasonable time thereafter a determination that a New Industry Service must be developed and the Funds reasonably determine that the Funds' compliance with the New Legal Requirement necessitates a modification or addition to the New Industry Service, a Service, the BNYM System or the process of implementing the New Industry Service;

(III)      following the adoption (or the announcement of the adoption) of a New Operations Requirement there does not occur within a reasonable time thereafter a determination that a New Industry Service must be developed and the Funds reasonably determine that a modification or addition to a Service or the BNYM System is required for the Funds in response to the New Operations Requirement in order to maintain a critical Fund function or service and DTI, acting in good faith, agrees with such determination; or

(IV)      following the adoption (or the announcement of the adoption) of a New Operations Requirement there occurs within a reasonable time thereafter a determination that a New Industry Service must be developed and the Funds reasonably determine that a modification or addition to the New Industry Service, a Service, the BNYM System or the process of implementing the New Industry Service is required for the Funds in response to the New Operations Requirement in order to maintain a critical Fund function or service and DTI, acting in good faith, agrees with such determination;

then in the case of either (I), (II), (III) or (IV) (each a "New Fund Service"), DTI will use its best efforts to provide the New Fund Service and provide it on an ongoing basis subject to the following:

(i)         to the extent any of such design, development, implementation and ongoing servicing will involve the performance of services appropriate and reasonable for the Technology Personnel to perform, the Technology Personnel will perform all such work in accordance with and subject to all terms of Section 3(d)(2); and

(ii)        to the extent any of such design, development, implementation and ongoing servicing will require work other than that described in clause (i), the Funds will pay to DTI fees and reimburse reasonable expenses incurred in connection with such work in accordance with (A) the Fee Agreement, (B) in the event provisions in the Fee Agreement are not reasonably applicable to the work performed or provided by DTI, reasonable fees and expenses as agreed to by the parties, or (C) in the event provisions in the Fee Agreement are not reasonably applicable to the work performed or provided by DTI and the parties do not agree in writing to applicable fees and reimbursable expenses, such amount necessary to reimburse DTI for its incremental costs in providing the New Fund Service.

For clarification:  If due to a New Legal Requirement or a New Operations Requirement of the type described in clause (III) or (IV) of this Section 1(c)(2) the Funds request and DTI provides both a New Industry Service and a New Fund Service, fees and reimbursable expenses payable by the Funds shall be determined under Section 1(c)(1) with respect to the New Industry Service and under Section 1(c)(2) with respect to the New Fund Service.

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(d)        (1)        In the event a Fund requests in writing that DTI provide a service to the Fund that is not a service governed by Section 1(c) and that is in any way different from the Services or Licensed Services ("Requested Service"), DTI will negotiate in good faith with the Funds regarding the terms of a written amendment to this Agreement mutually acceptable to the parties in their discretion providing for the development and implementation of the Requested Service, including applicable fees and reimbursable expenses, and the fee, reimbursable expense and other terms to be applicable to the ongoing performance of the Requested Service, and DTI will use commercially reasonable efforts to perform or provide the work provided for in the written amendment.  To the extent any of such work involves the performance of services appropriate and reasonable for the Technology Personnel, the Technology Personnel will perform all such work in accordance with and subject to all terms of Section 3(d)(2) unless the parties agree otherwise in the written amendment.

(2)        DTI will not be obligated to agree to any such written amendment if it determines in its reasonable sole discretion that the Requested Service is "Commercially Infeasible", which is hereby defined to mean that the Requested Service (i) is not reasonably consistent with or related to the Services at the time of the request, (ii) is in conflict or inconsistent with or violates to any degree a law, rule, regulation, or order or legal process of any nature, (iii) imposes on DTI a risk, liability or obligation it determines to be detrimental or adverse to DTI or its interests or rights, (iv) imposes costs and expenses on DTI that are not adequately recovered by fees and expense payments that the Funds indicate they are willing to pay and DTI reasonably anticipates disputes with respect to the fees and expenses it will invoice, (v) requires a material increase in required resources that may not be reasonably obtainable in the general commercial marketplace, (vi) is reasonably likely to result in a diversion of resources, disruption in established work flows, course of operations or implementation or effectiveness of controls, or (vii) DTI lacks sufficient information, analysis or legal advice to determine that the conditions in clauses (ii) and (iii) do not exist and the Funds decline to reimburse DTI for the expenses as they are incurred of engaging the resources to make such determination.

            (3)        For clarification:  Notwithstanding the written amendment referred to in this Section 1(d), DTI will not be liable for any failure to provide a service or for any delay in providing a service under this Section 1(d), whether or not it includes work performed by the Technology Personnel, if despite DTI's commercially reasonable efforts the service later becomes technically infeasible or DTI or BNYM does not possess the resources required for the development, implementation or provision of such service and such resources cease or fail to be reasonably available in the regular commercial marketplace at reasonable prices.

(e)        DTI represents and agrees that it will use commercially reasonable efforts to read investment company trade periodicals of general circulation which report current events in the investment company industry and agrees that it will periodically assess the need to modify, or to recommend the modification of, the BNYM System and the Services in response to such events, but in no event shall this Section 1(e) be interpreted to require a modification of the BNYM System or a Service solely as a result of such reading and assessing.

(f)        DTI agrees to maintain, at all times during the term of this Agreement, the following insurance policies, issued by a qualified insurance carrier with a Best's rating of "A"or better, in at least the following minimum amounts after or over deductibles: 

(i)         an Investment Company Asset Protection Bond providing coverage for, among other things, employee dishonesty, loss of money/securities, and forgery, in the amount necessary to satisfy the requirements of Rule 17g-1(d) under the 1940 Act; and

(ii)        a professional liability policy providing errors and omissions coverage in the amount of $5 million.

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Such bond and policy may be in the form of joint bonds and policies insuring the Funds and DTI and its Affiliates, and in the case of (i) above, DTI may rely on such bonds maintained by the Funds.  DTI will periodically review its insurance limits and increase or decrease coverage (or make no changes to its coverage) as it determines in its reasonable sole discretion to be appropriate given the size and scope of its operations and the cost of such insurance.  DTI will notify the Funds in advance of any reduction in coverage.

(g)        In the event a Fund requests in writing that a third party, designated by the Fund, which is not a competitor of BNYM in any aspect of the transfer agency or shareholder servicing business ("Proposed Service Provider"), perform one or more of the Services instead of DTI, DTI agrees that it will negotiate in good faith the terms of a written amendment to this Agreement, including terms providing for a reduction in fees, related to a transfer of the particular Services identified in the written request to the Proposed Service Provider; provided, however, the Funds may not transfer, and DTI shall not be obligated to agree to transfer, or to transfer, any Services to any Proposed Service Provider, or to transmit or provide any data or information, including Dreyfus Data, to the Proposed Service Provider, and the Funds shall be prohibited from transmitting or providing any data or information, including Dreyfus Data, to the Proposed Service Provider if DTI reasonably determines that loss of fees associated with the requested service transfer will reduce more than insignificantly the revenue upon which DTI based its Fees, service levels, staffing or any other component of its service commitment to DTI in this Agreement.

(h)        DTI represents and warrants to the Funds that:

(i)         It is a corporation duly organized and existing and in good standing under the laws of the State of Maryland.

(ii)        It is duly registered as a transfer agent under Section 17A(c)(2) of the 1934 Act, and it will remain so registered for the duration of this Agreement.  It will promptly notify the Funds in the event of any material change in its status as a registered transfer agent.

(iii)       It is duly qualified to carry on its business in the State of New York and in all other jurisdictions in which the failure to be so registered would materially and adversely affect its ability to perform this Agreement.

(iv)       It is empowered under Applicable Law and by its Articles of Incorporation and By-Laws to enter into and perform the Services.

(v)        All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

(vi)       It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

(vii)      It is and will be in material compliance with all Applicable Law; provided, however, for clarification, this Section 1(h)(vii) shall not be interpreted to require DTI to change the performance of any Service (or the Written Procedures that may govern a Service) due to a change in the Applicable Law of a Fund, except to the extent provided for in Section 1(c).

(i)         Each Fund represents and warrants to DTI that:

(i)         It is either a corporation duly organized and existing and in good standing under the laws of the State of Maryland or a business trust duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.

(ii)        Each Fund is an investment company registered under the 1940 Act, or series thereof.

(iii)       It is duly qualified to carry on its business in the State of New York and in all other jurisdictions in which the failure to be so registered would materially and adversely affect its ability to perform this Agreement.

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(iv)       It is empowered under Applicable Law and by its Articles of Incorporation or Declaration of Trust, as applicable, and By-Laws to enter into and perform this Agreement.

(v)        All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

(vi)       It is and will be in material compliance with all Fund Applicable Law.

2.         Records. 

(a)        DTI will maintain books and records in the form, manner and for such periods as may be required for a Fund by the Securities Laws as constituted on the Effective Date with respect to the Services ("Books And Records Laws"), including but not limited to, those books and records required to be maintained pursuant to, and in accordance with, subparagraphs (1) and (2)(iv) of paragraph (b) of Rule 31a-1 under the 1940 Act and Rules 17Ad-6 and 17Ad-7 under the 1934 Act, as such rules are constituted on the Effective Date.  Fund books and records maintained on the BNYM System or otherwise shall accurately reflect in accordance with the DTI Procedures the orders, instructions, and other information received by DTI from (i) Authorized Persons, (ii) the Third Party Institution, (iii) each broker-dealer or other financial intermediary with clients invested in a Fund ("Dealer"), (iv) Fund shareholders or (v) other appropriate persons or entities.

(b)        Fund books and records will be preserved and safely stored (at the Funds' expense as a Reimbursable Expense) in accordance with the Written Procedures and Documentation.  DTI will maintain Fund books and records for any retention period required by the Books And Records Laws or such longer period as may be mutually agreed upon by the parties from time to time in a written amendment to this Agreement, the Written Procedures or the Documentation.  At or after the expiration of the applicable retention period for particular Fund books and records under Books And Records Laws DTI will (i) if requested by a Fund, deliver a copy of the relevant books and records to the Fund, and (ii) in all cases,  destroy all copies of the books and records in accordance with DTI's normal archival and document destruction policies and procedures.  DTI will not destroy Fund books and records other than in accordance with the immediately preceding sentence without the consent of the Fund (which consent will not be unreasonably withheld).  If a Fund requests delivery of books and records under this Section 2(b), the Fund shall reimburse DTI for its out-of-pocket expenses for delivery and handling and pay the applicable Fees for the personnel or other resources used by DTI in responding to the request, except that services in response to the request shall be performed to the extent appropriate and reasonable by the Technology Personnel in accordance with and subject to all terms of Section 3(d)(2).

(c)        The books and records pertaining to a Fund, which DTI is responsible hereunder for maintaining, shall be the property of the Fund and a true, accurate and complete copy shall be surrendered (i.e., delivered) promptly to the Fund upon request, subject to Section 2(b) with respect to retention and destruction.  Authorized Persons shall have access to all such books and records at all times during DTI's normal business hours and Authorized Persons shall have access to the books and records of the relevant Fund at all times during DTI's normal business hours.  If a Fund requests delivery of books and records under this Section 2(c), the Fund shall reimburse DTI for its out-of-pocket expenses for delivery and handling and pay applicable Fees for personnel or other resources used by or on behalf of DTI in responding to the request, except that services in response to the request shall be performed to the extent appropriate and reasonable by the Technology Personnel in accordance with and subject to all terms of Section 3(d)(2).  Notwithstanding the foregoing, DTI will, at no expense to the Funds, supply shareholder lists to a Fund upon receiving a request from an Authorized Person.

(d)        In case of any request or demand for the inspection of the stock books of a Fund or any other Fund books or records for which DTI is responsible hereunder for maintaining, other than pursuant to Section 2(c), DTI will notify the Fund and permit access only if so instructed in Written Instructions, if provided.  DTI reserves the right to exhibit the stock books or other Fund books or records to any third party in the event it is advised by its counsel that it may be held liable under Applicable Law if it fails to do so, but DTI shall have no duty to a Fund under any circumstances to consult with counsel with respect to the exhibition or non-exhibition of stock books or such other Fund books or records;provided, however, that in any such event DTI shall notify the Fund in a timely manner after it has exhibited Fund stock books or other books or records of a Fund to any third party. 

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3.         Services. 

(a)        Transfer Agent, Registrar, Dividend Disbursing, and Shareholder Servicing: 

The following terms shall apply without exception to all services described in this Section 3(a):

DTI shall provide the services described in this Section 3(a) to the extent applicable to a particular Fund and, notwithstanding any other provision in this Agreement, in accordance with (i) the Written Procedures, and (ii) subject to Sections 1(c), 1(d) and 9(d) hereof:  (A) the Fund's Prospectus, and (B) Applicable Law.  In the event of any conflict between a Written Procedure, and a provision of this Section 3(a), the Written Procedure shall prevail.  In the absence of an applicable Written Procedure, DTI's duty to perform the services described in this Section 3(a) shall be satisfied if it employs an Industry Standard (as defined in Section 14) or takes other commercially reasonable measures.     

(1)        Establishment and Maintenance of Shareholder Accounts

(i)         Review new account applications; correspond with applicant to complete or correct information.

(ii)        Upon receipt of required information, establish each shareholder account in the BNYM System and maintain such account.

(iii)       Capture and retain signatures of account owners or other persons authorized to act on account.

(iv)       For existing accounts, change account information, such as address and beneficiary information, when properly instructed by the record owner of the account or other authorized person.

(v)        Purge closed accounts from the BNYM System.

(vi)       Process account Dealer/branch/rep changes on accounts.

(vii)      Subject to Sections 10 and 14, support exception processing.

(2)        Purchases, Redemptions and Transfers of Shares

(i)         Record the issuance of Shares of each Fund and maintain, pursuant to SEC Rule 17Ad-10(e), a record of the total number of full and fractional Shares of each Fund authorized, issued, and outstanding.

(ii)        Process instructions received in good order for the purchase of Shares upon receipt of payment and in connection therewith issue the appropriate number of Shares to, and hold such Shares in, the appropriate shareholder account.

(iii)       Process redemption instructions received in good order, notify the Funds' custodian bank ("Fund Custodian") of such redemptions, make appropriate adjustments to Shares held in shareholder accounts to reflect such redemptions, and remit redemption proceeds upon receipt of such from the Fund Custodian to the shareholder or other authorized person in accordance with the redemption instructions.

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(iv)       Transfer Shares as directed by transfer instructions received in good order.

(v)        Process instructions received in good order with respect to shareholder privileges and services set forth in the Fund's Prospectus, including:

(A)       Checkwriting,

(B)       Exchanges, and

(C)       Automatic purchase and redemption plans (e.g., Dreyfus Auto-Exchange Privilege, Dreyfus Automatic Asset Builder, Dreyfus Government Direct Deposit Privilege, Dreyfus Payroll Savings Plan, Dreyfus Dividend Sweep, Dreyfus Dividend ACH and Automatic Withdrawal Plan).

(vi)       The parties acknowledge that, as of the Effective Date, no Fund authorizes the issuance of certificates to evidence Shares, but prior to the Effective Date one or more Funds did authorize the issuance of certificates to evidence Shares.  If a Fund authorizes the issuance of Share certificates subsequent to the Effective Date, DTI will perform all activities listed in clauses (A) through (D) below with respect to such certificated Shares.  DTI will also perform the activities listed in clauses (B) through (D) below with respect to certificated Shares authorized prior to the Effective Date:

(A)       transfer certificated Shares,

(B)       maintain a record of outstanding certificated Shares,

(C)       cancel certificates tendered in a redemption or exchanged for book-entry Shares,

(D)       place a stop notice against any Shares represented by a certificate reported to be lost or stolen, comply with all Securities Laws applicable to the reporting of such loss or alleged misappropriation and remove the stop notice only upon (y) the shareholder's pledge of a lost instrument bond or such other appropriate indemnity bond issued by a surety company approved by DTI and (z) completion of a release and indemnification agreement signed by the shareholder to protect DTI and the Fund.

(vii)      Support wire hierarchy.

(viii)     Support wire bulking, netting, and individual wire remittance.

(ix)       Support manual rush wire processing.

(x)        Process prior day manual faxed trades.

(xi)       Process transfer logs and manual ACATs.

(xii)      Process manual same-day net settlement trades.

(xiii)     Support and confirm order clearance processing.

(xiv)     Process adjustments.

(xv)      Process AM and PM exchanges.

(xvi)     Support lockbox processing.

(xvii)    Support redemption draft processing.

(xviii)   Support ACH credit and debit processing.

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(xix)     Identify and report large trades.

(xx)      Provide real-time pending trades for internal Fund portfolio management reporting purposes.

(xxi)     Monitor and resolve manual open orders.

(xxii)    Support investment, redemption, and exchange restrictions.

(xxiii)   Support exception processing, subject to Sections 10 and 14 hereof.

(3)        Dividends and Distributions.  Upon receipt by DTI of Written Instructions (or for Funds that pay a daily dividend, electronic instructions that comply with the DTI Procedures) containing all requisite information that may be reasonably requested by DTI, including payment directions and authorization, DTI shall issue Shares in payment of the dividend or distribution, or, upon shareholder election, pay such dividend or distribution in cash, if provided for in a Fund's Prospectus.  Cash payments shall be distributed to shareholders in accordance with the options provided by a Fund's Prospectus upon receipt of all proper instructions and required documentation from a shareholder.  If requested by DTI, a Fund shall furnish a certified resolution of the Fund's Board of Directors/Trustees or authorized Fund officer declaring and authorizing the payment of a dividend or other distribution but DTI shall have no duty to request such.  Issuance of Shares or payment of a dividend or distribution as provided for in this Section 3(a)(3), as well as payments upon redemption as described in Section 3(a)(2), shall be made after deduction and payment of any and all amounts required to be withheld in accordance with any applicable tax laws or other Applicable Law.  DTI shall (i) mail or E-deliver, as applicable, to each Fund's shareholders such tax forms and other information, or permissible substitute notice, relating to dividends and distributions paid by the Fund as are required to be filed and mailed by Applicable Law; and (ii) prepare, maintain and file with the Internal Revenue Service ("IRS") and other appropriate taxing authorities reports relating to all dividends by the Fund paid to its shareholders (above threshold amounts stipulated by Applicable Law) as required by tax or other laws, rules or regulations; provided, however, notwithstanding the foregoing and notwithstanding any other provision of this Section 3(a)(3) or this Agreement: (A) DTI's exclusive obligations with respect to any written statement that Section 19(a) of the 1940 Act may require to be issued with respect to a Fund ("19(a) Statement") shall be, upon receipt of specific Written Instructions to such effect, to receive from the Fund the information which is to be printed or displayed on the statement, to print or display such information on appropriate paper stock and to mail or E-deliver such statement to shareholders, and (B) DTI's sole obligation with respect to any dividend or distribution that Section 19(a) of the 1940 Act may require be accompanied by such a written statement shall be to act strictly in accordance with the express terms of this Section 3(a)(3) and shall not include any duties with respect to the determination of the appropriateness of providing a 19(a) Statement or of its contents, such duties being exclusively the Fund's.

(4)        Research and Problem Resolution. 

(i)         In a commercially reasonable manner, research and respond to each research request regarding shareholder accounts and activity therein reasonably submitted by a Fund; and

(iii)       Engage in commercially reasonable conduct and employ commercially reasonable measures to resolve any problems identified as a result of the research conducted in accordance with clause (i).

(5)        Communications to Shareholders. This Section 3(a)(5) should be interpreted  in conjunction with Section 3(a)(10) setting forth the print/mail/E-delivery services to be performed by DTI.

(i)         Prepare and deliver to shareholders, Dealers, and other third parties, as applicable, confirmations of purchase, sales, and other confirmable transactions in shareholder accounts that contain the information required by SEC Rule 10b-10, and disclosures required under NASD Rule 2830 (or its successor rule of FINRA), as provided to DTI by the Funds.

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(ii)        Prepare and deliver to shareholders and Dealers and other third parties, as applicable and properly authorized, monthly, quarterly, and year-end statements of account activity and holdings ("Periodic Statements"). 

(iii)       Calculate shareholder account-specific performance using "Internal Rate of Return" methodology or other mutually agreed-upon methodology and display such performance information on Periodic Statements.

(iv)       Prepare and deliver to shareholders the tax forms, information, notices and statement expressly provided for in Section (a)(3).

(v)        Prepare and deliver year-end and other Federal and state tax forms, including IRS Forms 1099, 1042, 1042S, 5498, 5498-ESA, 1099Q, 1099R, 1099DIV and 1099B ("Tax Forms"), to Fund shareholders except that DTI shall have no duty to prepare and deliver Tax Forms as follows: If a Fund in Written Instructions specifically designates Fund shareholders that are not to receive one or more Tax Forms ("Excluded Shareholders") and specifically designates the Federal and state tax forms not be to be received by each specified Excluded Shareholder ("Excluded Tax Forms"), DTI shall comply with such Written Instructions and thereafter have no duty under this Section 3(a)(5)(v) with respect to the Excluded Shareholders and Excluded Tax Forms.

(vi)       Reply directly to shareholder and Dealer inquiries, except those concerning matters not related to the Services.

(vii)      Provide standardized correspondence on rejected transactions.

(viii)     Deliver Fund Summary Prospectus to shareholder with confirmation of initial purchase of Fund Shares.

(ix)       Deliver Fund Summary Prospectus to a shareholder with confirmation of the first purchase of Fund Shares occurring on or after the date of a Fund Summary Prospectus or revision thereof or supplement thereto.

(x)        Provide capability to print or display messages on confirmations, statements and tax forms, with capacity to be determined in accordance with specifications agreed upon in writing by the parties.

(xi)       Provide capability to insert items into package containing confirmations, statements and tax forms, with capacity to be determined in accordance with specifications agreed upon in writing by the parties.

(6)        Records 

(i)         Maintain records of the accounts for each shareholder showing the following information as applicable to each registration type:

(A)       Name, address, date of birth and U.S. Tax Identification or Social Security number; additional "know-your-customer" information as specified on the form of account application; banking information; persons authorized to act on account; beneficiaries; and dividend/capital gain distribution method;

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(B)       Number and class of Shares held and number and class of Shares for which certificates, if any, have been issued, including certificate numbers and denominations;

(C)       Historical information regarding the account of each shareholder, including dividends and distributions paid and the date and price for all transactions on a shareholder's account;

(D)       Any stop or restraining order placed against a shareholder's account;

(E)       Any correspondence relating to the current maintenance of a shareholder's account;

(F)        Information with respect to tax withholdings; and

(G)       Any information required in order for DTI to perform any calculations required by this Agreement.       

(ii)        Retain in image form for applicable document retention periods a copy of source documents, including account applications, and all shareholder and Dealer correspondence.

(iii)       Provide capability for maintenance of microfilm/fiche, CD Rom and other electronic records, and generation of CD Rom and electronic records, with the particular records to be retained using such mediums as specified in the DTI Procedures.

(iv)       Retain such other records as specified in the Written Procedures.

(7)        Lost Shareholders.  Perform such services as are required in order to comply with the provisions of SEC Rule 17Ad-17 under the 1934 Act (the "Lost Shareholder Rule"), including, but not limited to:

(i)         documentation of search policies and procedures;     

(ii)        execution of required searches;          

(iii)       tracking results and maintaining data sufficient to comply with the Lost Shareholder Rule; and

(iv)       preparation and submission of data required under the Lost Shareholder Rule.

For purposes of clarification:  DTI has no obligation to perform the lost shareholder services for broker-controlled accounts, omnibus accounts and similar accounts with respect to which DTI does not receive or maintain information which would permit it to determine whether the account owner is a "lost securityholder", as that term is defined in the Lost Shareholder Rule.

(8)        Unclaimed Property Services. 

(i)         Subject to the further provisions of this Section 3(a)(8), DTI shall employ commercially reasonable measures on behalf of a Fund to comply with the unclaimed property laws and regulations of the United States (as defined below) ("Unclaimed Property Laws") with respect to Eligible Property (as defined below).  In connection with its performance of the foregoing services ("Unclaimed Property Services"), DTI and its contractors and subcontractors shall be entitled to rely on the advice of counsel with respect to the unclaimed property laws and shall not be liable for conduct undertaken in accordance with such advice.  For purposes of the foregoing:

(A)       "United States" means the states of the United States of America, the District of Columbia, Guam, Puerto Rico, U.S. Virgin Islands and any territory or commonwealth of the United States of America with a formal local government substantially equivalent to a state government which subsequent to the Effective Date adopts a statute substantially similar to the Uniform Unclaimed Property Act of 1995 (or its then current successor).

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(B)       "Eligible Property" means property beneficially owned by a person or entity other than the Fund and held in a bank account maintained for or on behalf of the Fund, or property held in a Fund shareholder account, which is (i) subject to reporting or escheat under an Unclaimed Property Law, (ii) of a nature or type or classification reasonably related to the services performed by DTI under this Agreement (such as cash amounts representing non-negotiated dividend checks and Shares in abandoned shareholder accounts), and (iii) under the control of DTI or BNYM.

(ii)        DTI shall have no liability for any Loss arising (i) from any inaccuracy in, or from the absence of any data or information from, any records of a Fund provided to DTI and used to perform the Unclaimed Property Services; and (ii) from any other failure of any party, other than DTI or BNYM pursuant to this Section 3(a)(8), to comply with an Unclaimed Property Law or to perform a service required for accurate, timely and complete future compliance with an Unclaimed Property Law (collectively, "Compliance Failures").  DTI will in good faith attempt to rectify Compliance Failures of which it becomes aware in a reasonable manner, but shall have no liability for actions taken to rectify Compliance Failures unless such actions constitute reckless disregard or intentional misconduct of DTI.  

(iii)       Each Fund shall be the "holder" under all Unclaimed Property Laws, as that term is defined therein, and DTI shall act solely as agent of the Fund in performing the Unclaimed Property Services.  Each Fund hereby authorizes DTI, in connection with performing Unclaimed Property Services, to sign reports, to sign letters, to communicate with government representatives, current and former shareholders (except to the extent provided otherwise with respect to shareholders by Written Procedures) and other appropriate third parties and otherwise to act in all manners on behalf of and in the name of the Fund and to utilize all tax identification numbers or other appropriate identifying numbers or data of a Fund ("Identification Data") in the scope and manner DTI reasonably determines to be appropriate to perform the Unclaimed Property Services.  Each Fund agrees to execute and deliver to DTI all documentation or instruments reasonably requested by DTI to evidence such authorization but agrees that the authority of DTI to act on behalf of and in the name of the Fund as described above and to use the Identification Data shall not be diminished or revoked by the absence of such documentation or instruments, and each Fund irrevocably releases DTI from any and all Claims against DTI on the grounds of absence of such authority.  Each Fund grants to DTI the authority to grant authorization for BNYM to act on behalf of the Fund in each instance that authorizations and actions on behalf of the Fund are contained in and contemplated by this Section 3(a)(8)(iii).  This Section 3(a)(8)(iii) shall survive any termination of this Agreement.

(iv)       Each Fund agrees, upon the reasonable request of DTI, to:

(A)       execute and deliver to DTI in a timely manner any reports, forms, documents and instruments reasonably determined by DTI to be appropriate in connection with its performance of the Unclaimed Property Services;

(B)       respond in a timely manner to requests from DTI for information and to review information or reports related to the Unclaimed Property Services; and

(C)       provide an electronic template of Fund letterhead for use in communications to Fund shareholders or former shareholders related to the Unclaimed Property Services.

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(v)        Each Fund agrees that upon any termination of this Agreement the Fund will cause all Eligible Property in bank accounts maintained by DTI or BNYM on the Fund's behalf to be transferred to the Fund or to a successor service provider and DTI may delay completion of Conversion Actions until arrangements reasonably satisfactory to DTI for such transfers have been made.

(9)        Tax Favored Accounts.             

(A)       Certain definitions:

(i)         "Beneficiary" means each person, entity, estate, trust or charitable organization named as a beneficiary to a Tax Favored Account pursuant to DTI Account Documentation.

(ii)        "DTI Account Documentation" means:

(aa)      account documentation (x) governing the terms of a shareholder account established and, as of the Effective Date, maintained in one or more of the Funds, (y) that includes, among other things, a custody account agreement, related disclosure materials and forms, some of which require, pursuant to provisions of the Code, that a qualified financial institution perform the activities contemplated by such documentation for a custodian, and (z) that qualifies the governed shareholder accounts as being one of the following types of accounts under the Code: (I) a Traditional, SEP (including SAR SEP), Roth or SIMPLE individual retirement account, (II) an account in a 401(k), money purchase or profit sharing plan, (III) a 403(b)(7) account, or (IV) a Coverdell educational savings account, all of the foregoing within the meaning of, as applicable, Sections 401, 403, 408 or 530 of the Code; and

(bb)      the account documentation described in clause (aa) as it may be modified from time to time in accordance with Section 3(a)(9)(C).

(iii)       "Eligible Assets" means with respect to Tax Favored Accounts, Shares of the Funds and such other assets as DTI, the TFA Custodian (as defined below) and BNYM may mutually agree.

(iv)       "Tax Favored Accounts" means the accounts of the types listed in Section 3(a)(9)(A)(ii) which are established using DTI Account Documentation and which hold, or pending settlement of a purchase transaction are established to hold, only Eligible Assets.

(v)        "in good order" means in accordance with all applicable requirements set forth in the DTI Procedures, including receipt of any required supporting documentation.

(vi)       "Owner" means (i) during the lifetime of the individual or "participant" for whom the Tax Favored Account is initially established, maintained and registered in the name of, such individual or "participant", and (ii) subsequent to the death of any such individual, the Beneficiary of the particular Tax Favored Account during such time as the Tax Favored Account serves as a conduit account for death distributions under the minimum required distribution rules of the Code for inherited Tax Favored Accounts, or the legal representatives of such Beneficiary.

(vii)      "TFA Authorized Person" means (A) an Owner, and (B) any other person authorized pursuant to DTI Procedures, in writing and to DTI's reasonable satisfaction, to act on behalf of an Owner or otherwise with respect to a Tax Favored Account.

(B)       The Funds authorize DTI to arrange for BNY Mellon Bank, or another qualified institution, to serve as custodian for the Tax Favored Accounts (the "TFA Custodian"). 

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(C)       DTI shall be responsible for ensuring that the DTI Account Documentation complies in all respects with all requirements of the Code and Applicable Law.  Any modification to the DTI Account Documentation ("Proposed TFA Documentation Change") that requires a modification or addition to the services performed by DTI shall be deemed a request by a Fund governed by Sections 1(c) or 1(d) of this Agreement, as applicable, including a modification or addition to DTI services attributable to a Proposed TFA Documentation Change required by a New Legal Requirement.

(D)       In consideration for DTI furnishing any one or more of the services provided for in this Section 3(a)(9), whether alone or in combination with others, the Funds agree to pay to DTI the related Fees and Reimbursable Expenses as set forth in the Fee Agreement.  In lieu of the Funds paying such Fees and Reimbursable Expenses, the Funds may direct DTI in a Written Instruction to collect some or all of such Fees and Reimbursable Expenses from the assets in relevant Tax Favored Accounts and following appropriate and timely disclosure to Owners in accordance with Applicable Law (the form and content of which and any minimum advance notification requirements applicable thereto shall also be provided in the Written Instruction), DTI shall thereafter look solely to assets in the Tax Favored Accounts for satisfaction of applicable Fees and Reimbursable Expenses arising after the appropriate and timely disclosure to Owners and the Funds shall not thereafter be responsible for such Fees and Reimbursable Expenses, including those not collectable by DTI from the Tax Favored Accounts, provided however, the Funds shall again become responsible for the Fees and Reimbursable Expenses associated with the services provided to Tax Favored Accounts if it in a subsequent Written Instruction directs DTI to waive or forgive such Fees or Reimbursable Expenses or otherwise to cease collecting such Fees and Reimbursable Expenses from the assets in the Tax Favored Accounts.

(E)       In addition to performing the services that other sections of this Agreement provide for with respect to Fund shareholder accounts, DTI shall provide the following additional services for Tax Favored Accounts in accordance with all DTI Procedures:

(i)         Upon receipt of a properly completed application for a Tax Favored Account, establish a Tax Favored Account in the particular Fund designated by the applicant and maintain it thereafter in accordance with this Agreement;

(ii)        Use contributions to purchase Eligible Assets in accordance with:

(aa)      Specific instructions from a TFA Authorized Person accompanying the contribution ("Specific Instructions"); 

(bb)      In the absence of Specific Instructions, in accordance with standing instructions from a TFA Authorized Person, if any, in effect for the particular Tax Favored Account ("Standing Instructions"); 

(cc)      In the absence of Specific Instructions and Standing Instructions, in accordance with DTI Procedures; and

(dd)      In the absence of Specific Instructions, Standing Instructions and DTI Procedures, DTI will return the contribution to the sending party;

(iii)       DTI will purchase additional units of Eligible Assets with all proceeds of dividend payments and capital gains and other distributions by a Fund, unless Standing Instructions direct a different disposition of such proceeds;

(iv)       Process exchanges of Shares in accordance with instructions of a TFA Authorized Person, subject to DTI Procedures;

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(v)        Effect distributions in accordance with instructions from a TFA Authorized Person and the DTI Procedures;

(vi)       Send a confirmation of each transaction in accordance with DTI Procedures;

(vii)      With respect solely to individual Accounts: notify an Owner in the year the Owner attains age 70½, and annually thereafter, of the requirements under the Code regarding required minimum distributions ("RMDs") and provide for functionality in the BNYM System to calculate and recalculate RMD amounts;

(viii)     Upon the death of an Owner, process transfers and distributions in accordance with instructions received in good order;

(ix)       Send blank designation of beneficiary forms to Owners in accordance with DTI Procedures and process designation of beneficiary forms completed and received in good order;

(x)        Process instructions for rollovers, direct rollovers, conversions, reconversions, recharacterizations, and return of excess contributions; and non-reportable transfers of assets (or the proceeds of liquidated assets) to a successor custodian or successor trustee when directed in such instructions, subject to DTI Procedures, after all amounts necessary to satisfy all obligations outstanding with respect to the particular Owner and Tax Favored Account (including any claims asserted by third parties) have been paid, withheld or reserved, as appropriate under the circumstances;

(xi)       If an instruction for a transaction is not received in good order, DTI will send correspondence to the party who sent the instruction notifying the party, to the extent an intent to effect a particular transaction can be reasonably discerned from the instruction, of the information, documentation or other materials required to render the instruction in good order;

(xii)      Distribute to such parties as the TFA Custodian may direct, all information, documents and materials reasonably determined by the TFA Custodian to be required in connection with its role as a custodian under the Code and, upon the consent of DTI, with such consent not to be unreasonably withheld, such other information, documents and materials as the TFA Custodian may direct, provided the TFA Custodian provides all such information, documents and materials the number of days in advance of the distribution date as DTI shall reasonably specify.

(xiii)     Prepare and file in the TFA Custodian's name all reports or returns required to be filed by a TFA Custodian with respect to the Tax Favored Accounts, including an annual fair market value report, required minimum distribution notice, Forms 1096, 1099R, 1099Q, 945, 5498 and 5498-ESA, and withholding remittance forms.

(xiv)     Prepare and distribute to each Owner and to such other parties as may be indicated in the DTI Procedures, an annual consolidated statement, a quarterly consolidated statement for the first, second and third calendar quarters of each year and, if requested by the TFA Custodian with reasonable advance notice, a monthly consolidated statement, in all cases detailing all account activity occurring during the period covered by the statement.

(xv)      Subject to Sections 1(c) and 1(d) and Section 9(d), maintain in accordance with requirements of the Code applicable to the TFA Custodian with respect to the activities contemplated by this Section 3(a)(9), a record of all transactions in the Tax Favored Accounts contemplated by this Agreement, including contributions, distributions, disbursements, and including with respect to distributions, the category of the distribution under the Code and the method of distribution;

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(xvi)     Research in the books and records maintained pursuant to this Agreement questions regarding Tax Favored Accounts from the TFA Custodian.

(xvii)    Perform federal and state retirement account tax withholding on distributions from all Tax Favored Accounts as required by Applicable Law.

(xviii)   Prepare and distribute to Owners any required notices regarding federal and statetaxes and tax withholding requirements (if any) in accordance with, and at the times provided under, Applicable Law, including but not limited to, any notices required under Section 3405 of the Code.

(xix)     At the request of an employer, monitor contributions to accounts to determine any excess contribution amounts and return such excess contribution amounts to the employer in accordance with DTI Procedures.

(F)        For clarification:  notwithstanding any other provision of this Agreement, DTI shall have no obligation or liability of any nature with respect to any of the following:

(i)         Investment decisions of any nature;

(ii)        Effecting distributions of RMDs absent express instructions from an Owner or, where provided for in DTI Procedures, express instructions received from the Funds in accordance with the terms of such procedures;

(iii)       Except as the parties may agree to in DTI Procedures, furnish any of the services provided for in Section 3(a)(9)(E), or any other services other than the services expressly provided for in Section 3 herein, to any account established pursuant to any account documentation other than the DTI Account Documentation, notwithstanding that such accounts may qualify as any of the accounts listed at Sections 3(a)(9)(A)(ii)(aa); or

(v)        Provide separate accounting or subaccounting of any nature regarding the monies or assets in a Tax Favored Account other than the single-account recordkeeping services expressly provided for in Section 3 herein, other than in this Section 3(a)(9)(F)(v), including without limitation separate accounting, subaccounting or establishing sources or contributors of contributions to a Tax Favored Account, earnings in the Tax Favored Account differentiated or allocated in any fashion, any pre-tax or after-tax categorizations, or disbursement, or any other categorization or classification of assets in a retirement account commonly referred to as "buckets" in the retirement plan services business, except that DTI will (i) record and maintain participant contribution, employer contribution and rollover or transfer contribution amounts in a manner permitting calculation of year-to-date participant contributions, year-to-date employer contributions, life-to-date participant contributions and life-to-date employer contributions from that information ("Down-To-Date Calculations"), and (ii) provide capability for printing the Down-To-Date Calculations on shareholder statements and confirmations and reporting the Down-To-Date Calculations to the Funds at the frequency specified in the DTI Procedures.  (For clarification: the Down-To-Date Calculations may be based solely on contribution information.  The Down-To-Date Calculations will not reflect certain adjustments made to contribution information after the information is initially received by DTI, such as manual (key-stroke) correction of errors in contribution amounts and the return of excess contribution amounts, if any.)

(10)      Print/Mail and E-delivery. 

(i)         Provide print/mail services in accordance with the applicable Written Procedures.  Such Written Procedures shall include, as appropriate, overview of the services, technical requirements, file layouts, design, production and information management, programming, development work, capacity requirements and other information necessary to implement and perform the print/mail/E-delivery services.

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(ii)        Subject in all cases to provisions in the Written Procedures, print/mail services shall include:

(A)       output development services, including programming occurring in accordance with Sections 1(c), 1(d) or 9(d); output processing; printing; folding, collating; inserting; mailing/shipping; E-delivery; and copies/images, with respect to

(B)       checks, confirmations/transaction advices, letters, statements, reports, tax forms, and similar items ("Print Items"). 

(iii)       Upon notice from a Fund of a Quality Error (as defined below), research the reported Quality Error, determine root cause and report back to the Fund the results of its research.  If reasonably required by the Fund, reprint, reproduce and resend the Package affected by the particular Quality Error at no cost to the Fund.  For purposes of the foregoing: a "Quality Error" is defined as any error during the process that results in an individual Print Item or Package not meeting the standards set out in the applicable Written Procedure or service level set forth in the Service Level Agreement; and a "Package" means one mail piece consisting of print image(s), insert(s), if any, and an envelope or one set of E-delivered items in lieu of such mail piece.

(iv)       DTI will generate audit file output as part of the normal processing of the data from the application data file, if the Written Procedures provide for such (the "Audit File"), and will make such Audit File output available to the Funds via facsimile or other mutually agreed upon means.  The Funds shall provide DTI written approval (facsimile or e-mail permitted) of the Audit File within six (6) hours after receipt thereof. 

(v)        DTI will retain copies of Print Items mailed or E-delivered to shareholders and third parties, or the ability to recreate such items, in accordance with Written Procedures.

(11)      Reports.  DTI shall: 

(i)         Produce and make available for transmission intraday transaction reports, if applicable, and daily files and corresponding reconciliation reports each Business Day following the Business Day of activity, such reports to include:

(A)       new accounts

(B)       account maintenance items

(C)       closed accounts

(D)       current holdings per account

(E)       Fund profile information

(F)        financial detail per account

(G)       monthly average daily balance by Fund and shareholder account.

(ii)        Make available through the BNYM System each Business Day following the Business Day of activity, for that day and the prior day, daily journals and reports that reflect activity for each Business Day and load such reports that have been mutually agreed upon into COLD.

(iii)       Provide or make available ad hoc reports through DRAS and provide the capability to add or remove tables in DRAS.

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(iv)       Provide periodic shareholder lists and statistics.

(v)        Provide such other reports as may be mutually agreed upon.

(12)      Set-up and Maintenance of Dealer Files.  Set up and maintain Dealer files, including:

(i)         Set up files for new Dealers, new Dealer branches and new Dealer representatives and process changes to existing Dealer files, existing Dealer branch files and existing Dealer representative files.

(ii)        Following the close of business each Business Day, transmit to the Funds a file containing new Dealer branches added, and changes to existing Dealer branches occurring, that Business Day.

(iii)       Establish and maintain Dealer/branch mail matrix.

(iv)       Establish and maintain NSCC (as defined at Section 3(a)(15) below) cross-reference for Dealers and correspondent/clearing relationships.

(v)        Support changes to the foregoing required by Dealer terminations, suspensions, and mergers.

(13)      12b-1 Fees/Service Fees/Trailer Fees/Load Schedules.  Calculate, pay, and otherwise provide operational support (including through the BNYM System where determined appropriate by DTI and subject to Section 1(c) above) for 12b-1 fees, services fees, trailer fees, and sales loads, including:

(i)         Establish and maintain default fee schedules.

(ii)        Establish and maintain override fee schedules.

(iii)       Support fee waivers.

(iv)       Support suppression of fee schedules.

(v)        Transmit schedule additions and changes nightly to the Funds.

(vi)       Pursuant to the month end recalculation process: apply schedules to monthly average daily value of accounts at corresponding override level to calculate payments and remit payments via wire, ACH, NSCC Comm/SERV or check, including checks mailed to special addresses or sent via overnight delivery.

(vii)      Support check pull process, branch wires, ACH transfers, and checks, including checks mailed to special addresses or sent via overnight delivery.

(viii)     Transmit payment information monthly to the Funds.

(ix)       Provide and store reports of payments and non-payments monthly to the Funds.

(x)        Establish, maintain, and apply front-end load and dealer reallowance schedules.

(xi)       Establish, maintain, and apply indirect load schedules (contingent deferred sales charges, including those applied to Shares for which a front-end load was waived or not applicable).

(xii)      Support load grandfathering of Shares.

(xiii)     Track privileged and non-privileged Shares (in respect of the payment of front-end loads on Share exchanges).

(xiv)     Support rights of accumulation and letter of intent processing.

(xv)      Support contingent deferred sales charge and redemption fee processing and reporting.

(xvi)     Generate and deliver 12b-1 fee and commission statements.

(14)      Dealer Interfaces.  DTI shall develop and implement Dealer interfaces with the BNYM System in accordance with the Documentation, or if not provided for therein, in accordance with Section 1(d) and provide access to and use of DAZL and AdvisorCentral.

(15)      National Securities Clearing Corporation ("NSCC"). 

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(i)         Accept and effectuate the registration and maintenance of accounts through the NSCC Networking programs ("Networking") and the purchase, redemption, transfer and exchange of Shares in such accounts through the NSCC's Fund/SERV program in accordance with instructions transmitted to and received by transmission from NSCC on behalf of authorized Dealers or other intermediaries on a Fund dealer file maintained by or on behalf of DTI.

(ii)        Issue instructions to a Fund's banks for the settlement of transactions between the Fund and NSCC (acting on behalf of its broker-dealer and bank participants, defined to be "NSCC Participants"). 

(iii)       Provide account and transaction information from a Fund's records on FSR to the NSCC for NSCC Participants in accordance with NSCC's Networking and Fund/SERV rules.

(iv)       Maintain shareholder accounts on FSR through Networking.

(v)        Support all NSCC services (e.g., Fund/SERV, Networking, Profile, TORA, Comm/SERV and Omni/SERV).

(vi)       Identify and resolve Fund/SERV, Networking, ACATS and Comm/SERV rejects, including manually.

(vii)      Support soft and hard reject processing. 

(viii)     Communicate with Dealers regarding rejects.

(ix)       Support waiver processing.

(x)        Support all Matrix levels.

(xi)       Monitor and resolve open orders and paid & waiting trades.

(xii)      Process B50, B51, and B52 records via standard BNYM System processes.

(xiii)     Establish and maintain Fund profiles and DTCC Security Master for NSCC processing.

(xiv)     Support Profile I prices, rates, and distribution information.

(xv)      Take commercially reasonable measures to retrieve sharelot data for omnibus account transfers into non-omnibus accounts.

(xvi)     Upon the reasonable request and sufficient advance notice of a Fund, provide sharelot data for transfers into omnibus accounts.

(xvii)    Support trust and third party administrator processing via the NSCC.

(xviii)   Support TORA processing via standard BNYM System process.

(xix)     Provide reporting, including reports of raw data from NSCC files.

(xx)      Support price protection requests.

(xxi)     Communicate bad price information to Dealers and facilitate settlements due to bad price.

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(xxii)    Upon the reasonable request and sufficient advance notice of a Fund, support broker to broker conversions and Networking to omnibus conversions.

(16)      Tax Services

(i)         Where required by the Code, withhold taxes (including backup withholding taxes) on U.S. residents and non-resident alien accounts, report such withheld taxes to relevant shareholders and the IRS and remit such withheld taxes to the IRS.  Adjust non-resident alien withholding to reflect qualified interest income received by the Funds.

(ii)        Prepare and file IRS Form 1099 and other tax reporting forms required by the IRS with respect to dividends and distributions.  Prepare and file any required state tax reporting with respect to dividends and distributions.

(iii)       Provide due diligence process for IRS Form W-9 and W-8 solicitations and encode shareholder records with properly returned information.

(iv)       Perform cost basis accounting accumulation and report the basis of redeemed Shares as required by the Code.

(v)        Retain tax reporting information from processed transactions in appropriate data files for preparation of IRS forms and information returns.

(vi)       Provide system and work stream to comply with the Foreign Account Tax Compliance Act ("FATCA"), including but not limited to:

(A)       During the account opening process, collect and store in an easily searchable and viewable file information required to comply with FATCA account classification requirements.

(B)       Initiate, monitor and maintain requests for FATCA documentation from account holders, including the ability to electronically record a review of FATCA  documentary evidence (e.g., who reviewed, what was reviewed, when).

(C)       Monitor and report to the Funds changes to account holder information which impacts their FATCA classification.

(D)       In compliance with FATCA, withhold taxes at the rate required by FATCA on payments made to non-participating foreign financial institutions and non-financial foreign entities ("NFFE") and remit such withheld taxes to the IRS.

(E)       Prepare tax reporting forms required by FATCA, including those relating to US owners of NFFEs.

(17)      Ancillary Services. 

(i)         Maintain a daily record and produce a daily report for each Fund of all transactions and receipts and disbursements of money and securities (the "Supersheet") and after the close of business each Business Day deliver the Supersheet for each Fund for the prior and current Business Day (inclusive of estimates) to the Funds.  The Supersheet shall include:

(A)       Gain/loss information

(B)       Detailed capital share transactions and NAV

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(C)       Dividend payable, accrual, liquidations and dividend rate

(D)       Redemption fees

(E)       Number of accounts

(F)        Dealer and distribution commissions

(ii)        Prepare and transmit files containing data and information from the Supersheet as provided in Written Procedures.  Transmit Supersheet summary information to the Funds' designated accounting system provider in prescribed format and schedule.

(iii)       Perform the research reasonably requested by the Funds.

(iv)       Perform settlement activities with the Fund Custodian as set forth in applicable Written Procedures. 

(v)        Reconcile Fund demand deposit accounts ("DDAs") daily and implement reasonable DDA reconciliation controls.

(vi)       Match wires and trades.

(vii)      Provide due money reports and open subscription and redemption detail in accordance with scheduling as set forth in Written Procedures.

(viii)     Administer the gain-loss policy as provided in this Agreement or Written Procedures.

(ix)       Perform daily dividend accrual reconciliation.

(x)        Automatically accept Fund price information nightly via PRAT into the BNYM System, including net asset value, daily rate, 1/7/30 day yields, daily income earned and such other pricing components as provided in Written Procedures.

(xi)       Prepare shareholder lists in conjunction with proxy solicitations.

(xii)      Perform Remediation Services as appropriate under the circumstances.

(xiii)     Resolve "wire/no trade" items as set forth in Written Procedures.

(xiv)     Provide standard reporting relating to largest shareholders as required for compliance and tax reasons.

(xv)      Provide reports relating to NAV error correction and process adjustments as directed by the Funds.

(xvi)     Provide audit confirmation letters.

(xvii)    Perform NAV error correction process in accordance with the DTI Procedures.

(xviii)   Provide end-of-day information variance exception notification.

(18)      Legal Process. 

(i)         In the event (A) DTI directly receives a Legal Process Item (as defined below) that has been properly served, (B) a Fund receives a Legal Process Item that has been properly served and delivers the Legal Process Item to DTI, or (C) a Fund accepts service of a Legal Process item that has not been properly served and elects to deliver the Legal Process Item to DTI for processing, then in all such cases DTI shall take the actions that are appropriate for the Legal Process Items, including without limitation furnishing information and documentation, redeeming Shares and disbursing the proceeds, placing transactional restrictions on and removing transactional restrictions from accounts, seeking to limit or reduce by any reasonable means the scope and coverage of a Legal Process Item and seeking an extension of the period to respond, all by the response date specified in the Legal Process Item, or by the response date indicated by an applicable extension.

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(ii)        "Legal Process Items" means (I) solely to the extent relating to property of a Fund shareholder in a Fund account or property in a Fund shareholder account, all orders of attachment, restraining notices, temporary restraining orders, orders to show cause, writs of attachment, forfeiture orders, garnishments, levies, executions, and judgments, and all other orders for the restraint or seizure assets by the government or civil litigants; (II) all grand jury subpoenas, criminal trial or "stand-by" subpoenas, investigative subpoenas, commissioner's subpoenas, IRS summonses, and any requests for information or testimony by any governmental entity whether state or federal, including the SEC Division of Enforcement and FINRA; and (III) civil subpoenas.

(19)      Proxy.  In conjunction with proxy solicitations, prepare shareholder lists and certify them as accurate as of a specified record date.

(20)      Non-Custodial Retirement Plan Services.  DTI shall perform the services specified in the Written Procedures for non-custodial retirement plans identified in the Written Procedures.

(21)      Translation.  Translate any instructions or documents submitted in a foreign language.

(22)      Support of "Blue Sky" Reporting. 

(i)         Record in the BNYM System the states and countries where Shares of each Fund are registered, qualified or exempt, in accordance with information regarding such provided by the Funds ("Blue Sky Information"). 

(ii)        Reject transactions in states and countries in which Shares are not registered, qualified or exempt, as shown in the Blue Sky Information.

(iii)       Transmit to the Funds' "Blue Sky" vendor a daily file of Share transaction information as specified in Written Procedures, such that the vendor may provide reports to the Funds for "Blue Sky" monitoring.

(iv)       Upon Written Instruction from the Funds, reverse Share transactions in states and countries in which Shares are not properly registered, qualified or exempt.

(23)      Proper Instructions. 

(i)         In accordance with Written Procedures, DTI shall (i) require proper forms of instructions, signatures and signature guarantees and any necessary documents supporting the opening of shareholder accounts, transfers, redemptions and other shareholder account transactions, and (ii) reject orders or instructions not in good order, all in accordance with the applicable Fund Prospectus, Written Procedures and Applicable Law.

(ii)        In accordance with, but only to the extent expressly provided for in Written Procedures, DTI may accept telefaxed or scanned and e-mailed instructions and documents from authorized Dealers.

(b)        Anti-Money Laundering Program Services.  DTI will provide the services described in subsections (1) through (10) of this Section 3(b) ("AML Services").  DTI will provide for the creation, maintenance and retention of all records as required by Applicable Law in connection with provision of the Services described in this Section 3(b).

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(1)        Anti-Money Laundering. 

(A)       DTI shall provide for the establishment, maintenance and monitoring of accounts of investors in the Funds and perform reasonable actions necessary to assist the Funds in complying with Section 352 of the USA PATRIOT Act, as follows: 

(i)         DTI shall establish and implement written policies, procedures and internal controls reasonably designed to help prevent the Funds from being used for money laundering or the financing of terrorist activities, including, without limiting the generality of the foregoing, procedures for the ongoing surveillance of shareholder accounts, designed to detect money laundering activity, that take into account the money laundering risk level for an account or group of accounts, e.g., foreign vs. domestic accounts or public vs. private companies.   The procedures for the ongoing surveillance of shareholder accounts shall be set forth in the DTI Procedures.

(ii)        DTI shall provide for independent testing, by an employee who is not responsible for the operation of DTI's anti-money laundering ("AML") program or by an outside party, for compliance with DTI's written AML policies and procedures;

(iii)       DTI shall designate a person or persons responsible for implementing and monitoring the operation and internal controls of DTI's AML program; and

(iv)       DTI shall provide ongoing training of DTI personnel relating to the prevention of money-laundering activities. 

(B)       Upon the reasonable request of a Fund, DTI shall provide to the Fund: (x) a copy of DTI's written AML policies and procedures; (y) at the option of DTI, a copy of a written assessment or report prepared by the party performing the independent testing for compliance, or a summary thereof, or a certification that the findings of the independent party are satisfactory; and (z) a summary of the AML training provided for appropriate DTI personnel.

(C)       Without limiting or expanding subsections (A) or (B) above, the parties agree this Section 3(b)(1) relates solely to Fund compliance with Section 352 of the USA PATRIOT Act and does not relate to any other obligation the Funds may have under the USA PATRIOT Act, including without limitation Section 326 thereof.

(2)        Foreign Account Due Diligence. 

(A)DTI acknowledges that, pursuant to the Funds' AML Program and Prospectuses, a Fund account may not be established for a "foreign financial institution."  All of the existing Fund "foreign financial institution" accounts were opened prior to February 5, 2008, the applicability date of the final rule regarding Special Due Diligence Programs for Certain Foreign Accounts.  However, to assist the Funds in complying with requirements regarding a due diligence program for existing "foreign financial institution" accounts in accordance with applicable regulations promulgated by U.S. Department of Treasury under Section 312 of the USA PATRIOT Act ("FFI Regulations"), DTI will provide the following:

(i)         Implement and operate a due diligence program that includes appropriate, specific, risk-based and, where required by Applicable Law, enhanced policies, procedures and controls that are reasonably designed to enable a Fund to detect and report, on an ongoing basis, any known or suspected money laundering activity conducted through or involving any correspondent account maintained, administered or managed by the Fund for a Foreign Financial Institution (as defined in 31 CFR 1010.605(f)) ("Foreign Financial Institution"); 

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(ii)        Conduct due diligence to identify and detect any Foreign Financial Institution accounts in connection with account maintenance;

(iii)       Assess the money laundering risk presented by each such Foreign Financial Institution account, based on a consideration of all appropriate relevant factors (as generally outlined in 31 CFR 1010.610), and assign a risk category to each such Foreign Financial Institution account and determine whether any such Foreign Financial Institution account is subject to the enhanced due diligence set forth in 31 CFR 1010.610(b);

(iv)       Apply risk-based procedures and controls to each such Foreign Financial Institution account reasonably designed to detect and report known or suspected money laundering activity, including a periodic review of the Foreign Financial Institution account activity sufficient to determine consistency with information obtained about the type, purpose and anticipated activity of the account;

(v)        Implement procedures to be followed in circumstances in which the appropriate due diligence cannot be performed with respect to a Foreign Financial Institution account including when to suspend transaction activity, deliver a suspicious activity referral to DTI or close the account;

(vi)       Adopt and operate enhanced due diligence policies for certain Foreign Financial Institution accounts in compliance with 31 CFR 1010.610; and

(vii)      Report to the Funds about measures taken under (i)-(vi) above.

(B)       Nothing in Section 3(b)(2) shall be construed to require DTI to provide performance of  any course of conduct that is not required for Fund compliance with the FFI Regulations.

(C)       Without limiting or expanding subsections (A) or (B) above, the parties agree this Section 3(b)(2) relates solely to Fund compliance with Section 312 of the USA PATRIOT Act and does not relate to any other obligation the Funds may have under the USA PATRIOT Act, including without limitation Section 326 thereof.

(3)        Customer Identification Program. 

(A)       To assist the Funds in complying with requirements regarding a customer identification program in accordance with applicable regulations promulgated by U.S. Department of Treasury under Section 326 of the USA PATRIOT Act ("CIP Regulations"), DTI will perform, or provide for the performance of, the following:

(i)         Implement procedures which require that prior to establishing a new account in a Fund DTI obtain the name, date of birth (for natural persons only), address and government-issued identification number (collectively, the "Data Elements") for the "Customer" (defined for purposes of this Agreement as provided in 31 CFR 1024.100(c)) associated with the new account.

(ii)        Attempt to reasonably verify the identity of each new Customer promptly before or after each corresponding new account is opened, as follows:

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Natural Persons.  DTI shall compare the Customer's name and at least one other item of identifying information against information obtained from a consumer reporting agency, public database, or other independent source.  If DTI is presented with circumstances that increase the risk that it will be unable to verify the true identity of the Customer using non-documentary means, e..g, for non-U.S. persons that do not have a taxpayer identification number, DTI may use documentary procedures, such as obtaining a copy of a government-issued document evidencing nationality or residence, e.g., a passport.

Customers Other Than Natural Persons.  DTI shall obtain copies of the relevant portions of documents showing the existence of the entity, such as certified articles of incorporation, a government-issued business license, a partnership agreement, or trust instrument.  If DTI is presented with circumstances that increase the risk that DTI will be unable to verify the true identity of the Customer through documents, DTI may use non-documentary procedures, such as contacting the Customer or comparing the Customer's identifying information with information obtained from a consumer reporting agency, public database, or other source.  If DTI determines that the nature of the entity or its business presents a higher degree of risk that it will not know the Customer's true identity using the verification methods described above, DTI shall also obtain identifying information for individuals with authority or control over the account, including persons authorized to effect transactions in the account, and shall verify the identity of these individuals in order to verify the Customer's true identity.

(iii)       Implement procedures to be followed in circumstances in which a reasonable belief about the true identity of a Customer cannot be formed, including when to refuse to open the account, suspend transaction activity, deliver a suspicious activity referral to the Funds or close the account, in accordance with the DTI Procedures.

(iv)       Determine, within a reasonable period of time after the account is opened, or earlier, if required by federal law or regulation or federal directive issued in connection with the applicable list, whether each new Customer appears on any list of known or suspected terrorists or terrorist organizations issued by any federal government agency and designated as such by the Department of the Treasury in consultation with the federal functional regulators, and follow all federal directives issued in connection with such lists.

(v)        Record the Data Elements and maintain records relating to verification of new Customers consistent with 31 CFR 1024.220(a)(3).

(vi)       Regularly report to the Funds about measures taken under (i)-(v) above.

(vii)      Work with the Funds to notify, consistent with 31 CFR 1024.220(a)(5), prospective Customers subscribing for Shares via the Internet or telephone about the program conducted by the Funds in accordance with the CIP Regulations.

(B)       Nothing in Section 3(b)(3) shall be construed to require DTI to provide performance of any course of conduct that is not required for Fund compliance with the CIP Regulations, including by way of illustration not limitation the collection of Data Elements or verification of identity for individuals opening Fund accounts through Dealers which use the facilities of the NSCC.

(4)        FinCEN Requests Under USA PATRIOT Act Section 314(a).  The Funds hereby engage DTI to provide the services set forth in this subsection (3)(b)(4) with respect to FinCEN Section 314(a) information requests ("Information Requests") received by a Fund.  Upon receipt by DTI of an Information Request, including those delivered by a Fund in compliance with the 314(a) Procedures (as defined below), DTI will compare appropriate information contained in the Information Request against relevant information contained in account records maintained for the relevant Fund. Information relating to potential matches resulting from these comparisons, after review by DTI for quality assurance purposes ("Comparison Results"), will be made available to the Funds in a timely manner.  DTI will have responsibility for filing reports with FinCEN that may be appropriate based on the Comparison Results.  In addition, a potential match will be analyzed by DTI in conjunction with other relevant activity contained in records for the particular relevant account.  If DTI determines that further investigation is warranted because the activity might constitute "suspicious activity", as that term is used for purposes of the USA PATRIOT Act, then DTI will deliver a suspicious activity referral to the Funds' AML Compliance Officer and will perform the services set forth in Section 3(b)(6)(C).  "314(a) Procedures" means the DTI Procedures governing the delivery and processing of Information Requests transmitted to DTI, including without limitation requirements governing the timeliness, content, completeness, format and mode of transmissions to DTI.

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(5)        U.S. Government List Matching Services. 

(A)       In accordance with the schedule set forth in subsection (B) below, DTI will compare Appropriate List Matching Data (as defined in subsection (C) below) contained in databases maintained for the Funds ("Fund Data") to "U.S. Government Lists", which is hereby defined to mean the following:

(i)         data promulgated in connection with the list of Specially Designated Nationals published by the Office of Foreign Asset Control of the U.S. Department of the Treasury ("OFAC") and any other sanctions lists or programs administered by OFAC to the extent such lists or programs remain operative and applicable to the Funds ("OFAC Lists"); 

(ii)        data promulgated in connection with the list of Non-Cooperative Countries and Territories ("NCCT List") published by the Financial Action Task Force;

(iii)       data promulgated in connection with determinations by the Director (the "Director") of FinCEN that a foreign jurisdiction, institution, class of transactions, type of account or other matter is a primary money laundering concern ("PMLC Determination"); and

(iv)       data promulgated in connection with any other lists, programs or determinations (a) which DTI determines to be substantially similar in purpose to any of the foregoing lists, programs or determinations, or (b) which DTI, pursuant to Section 1(c) or Section 1(d), adds to the service described in this Section 3(b)(5).

(B)       For the two weeks following the Effective Date, DTI will perform the list matching service described in Section 3(b)(5)(A) above at account opening and on a weekly basis thereafter.  After the second week following the Effective Date, DTI will perform the list matching service described in Section 3(b)(5)(A) above at account opening and on a daily basis thereafter.

(C)       In the event that following a comparison of Fund Data to a U.S. Government List as described in subsection (A) DTI determines that any Fund Data constitutes a "match" with the U.S. Government List in accordance with the criteria applicable to the particular U.S. Government List, DTI:

(i)         will notify the relevant Fund(s) of such match;

(ii)        will timely send any other notifications required by Applicable Law by virtue of the match;

(iii)       if a match to an OFAC List, will to the extent required by Applicable Law take, or assist the relevant Fund(s) in taking, appropriate steps to block any transactions or attempted transactions to the extent such action may be required by such Applicable Law;

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(iv)       if a match to the NCCT List or a PMLC Determination, will to the extent required by Applicable Law conduct a suspicious activity review of accounts related to the match and if suspicious activity is detected will deliver a suspicious activity referral to the relevant Funds(s);

(v)        if a match to a PMLC Determination, will assist the Funds in taking the appropriate special measures imposed by the Director; and

(vi)       will take, or assist the relevant Fund(s) in taking, any other appropriate actions required by Applicable Law.

(D)       "Appropriate List Matching Data" means (i) account registration and alternate payee data, to the extent made appropriate by statutes, rules or regulations governing the U.S. Government Lists, (ii) data determined by DTI in good faith in light of statutes, rules or regulations governing the U.S. Government Lists to be necessary to provide the services described in this Section 3(b)(5), and (iii) data the parties agree in writing to be necessary to provide the services described in this Section 3(b)(5).

(6)        Suspicious Activity Report Filing Services.   

(A)       The Funds hereby engage DTI as their agent during performance of the Services to monitor activities occurring with respect to the Funds and if in the course of such monitoring it determines that any of such activities could indicate the existence of suspicious activity and that an investigation of the potential suspicious activity is warranted, then DTI will deliver a suspicious activity referral to the Funds' AML Compliance Officer and perform the services set forth in subsection (C) below.

(B)       If DTI determines, based on preliminary criteria, after a review of a Legal Process Item and related account materials conducted in accordance with Section 3(a)(18), that the information in the Legal Process Item and related account materials could indicate the existence of suspicious activity and that an investigation of the potential suspicious activity is warranted, then DTI will deliver a suspicious activity referral to the Funds' AML Compliance Officer and perform the services set forth in subsection (C) below.

(C)       Upon its receipt of a potential match pursuant to Section 3(b)(4), a determination of potential suspicious activity pursuant to subsection (A) above or a Legal Process Item pursuant to subsection (B) above, DTI will conduct the appropriate suspicious activity analysis and if it determines after such analysis that suspicious activity may be indicated, DTI will consult with the Funds' AML Compliance Officer to determine jointly whether a suspicious activity report ("SAR") should be filed on behalf of the Fund.  If DTI and the Funds' AML Compliance Officer jointly determine that a SAR should be filed, DTI will prepare and file a SAR on behalf of the Fund and the following provisions shall apply:

(i)         DTI will use reasonable efforts to (aa) coordinate with the Funds' AML Compliance Officer the filing of a SAR as required by Applicable Law, (bb) prepare and file the SAR as agent for a Fund and maintain documents supporting the SAR, (cc) if appropriate under regulatory guidance and procedures, file a joint SAR as agent for a Fund and any other designated financial institutions and (dd) provide the relevant Fund with a copy of the SAR within a reasonable time after filing.  To the extent permitted by Applicable  Law, DTI may share information related to the AML Services hereunder with its supervising parent entities and financial institutions subject to a joint SAR filing, and any other institution within its corporate organizational structure, as permitted by Applicable Law, FinCEN guidance and appropriate company policies and procedures. 

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(ii)        Each party will promptly notify the other party (as permitted by Applicable Law) if any further communication is received from the U.S. Department of the Treasury or any law enforcement agencies regarding the SAR.  The parties will reasonably cooperate and assist each other in responding to inquiries from the U.S. Department of the Treasury or law enforcement agencies with respect to the SAR or with respect to supporting documentation for the SAR requested by any law enforcement agency.

(iii)       Unless prohibited by Applicable Law, each party will use reasonable efforts to consult with the appropriate personnel of the other party prior to contacting law enforcement authorities or filing a SAR.  Notwithstanding the foregoing, each party reserves the sole discretion to make any such contacts or filings without prior notification or approval of the other party.  If upon consultation, the parties disagree with a DTI recommendation to contact law enforcement or file a SAR, either party may make a notification or file a SAR, as applicable, independently of the other party.

(iv)       In addition to any confidentiality obligations set forth in this Agreement, each party understands and acknowledges the extreme confidential nature of underlying information concerning SAR filings ("SAR Confidential Information").  Each party agrees to hold all SAR Confidential Information in strict confidence and to share such SAR Confidential Information only with, to the extent permitted by Applicable Law and FinCEN guidance, (i) the other party, (ii) BNYM, (iii) any party that may be deemed to control a Fund ("control" as defined in Section 2(a)(9) of the 1940 Act), which may include the Fund's investment adviser (collectively, "control affiliates"), (iv) each of their respective employees, attorneys and auditors on a need-to-know basis, and (v) state, federal and local law enforcement and applicable regulators. 

(v)        Each Fund hereby authorizes DTI, as its agent, to share information about potentially suspicious activities involving the Fund, but not the acknowledgment or copy of any SAR filing, with other financial institutions in accordance with Section 314(b) of the USA PATRIOT Act.  As between DTI and the Funds, DTI will be solely responsible for the timely filing of any annual notices required by Section 314(b) to be filed by DTI or the Funds to allow DTI to share such information.

(7)        DTI shall compare Fund Data against internal and third party databases of politically exposed persons and negative news and conduct such other screening processes in accordance with the Tier 1 Country Screening Procedures listed in Schedule C of this Agreement, to which the parties mutually agree, prior to or promptly after account opening, and periodically thereafter using a risk based approach.  DTI shall report any matches to the Funds and will assist the Funds in taking appropriate action, such as enhanced due diligence or closing the account.

(8)        As long as DTI is a subsidiary of BNYM Corporation, DTI shall follow such additional procedures with respect to Fund accounts and BNYM Corporation's Global Anti-Money Laundering/Know-Your-Customer Policy as shall be directed by BNYM Corporation.

(9)        DTI agrees to permit governmental authorities with jurisdiction over a Fund to conduct examinations of the operations and records relating to the services performed by DTI under this Section 3(b) upon reasonable advance request and during normal business hours and to furnish copies at the Fund's cost and expense of information reasonably requested by the Fund or such authorities and relevant to the services.

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(10)      For purposes of clarification:  All Written Procedures relating to the services performed by DTI pursuant to this Section 3(b) and any information, written matters or other recorded materials relating to such services and maintained by DTI shall constitute Confidential Information of DTI, except to the extent, if any, such materials constitute Fund records under Applicable Law.

(11)      The Funds acknowledge that as between DTI on the one hand, and the Funds on the other hand, Funds shall retain the responsibility for determining the applicability to the Funds of the Bank Secrecy Act, the USA PATRIOT Act, regulations of FinCEN, and all other laws and regulations, as they may be constituted from time to time ("Fund AML Laws"), for complying with the Fund AML Laws, for determining the extent to which the AML Services assist the Funds in complying with the Fund AML Laws, or for furnishing any supplementation or augmentation to the AML Services.  Subject to Section 1(c), the services provided pursuant to this Section 3(b) may be changed at any time and from time to time by DTI in its reasonable sole discretion to include commercially reasonable provisions appropriate in light of any changes to the Fund AML Laws, or new laws that are similar in intended purpose or national policy to the Fund AML Laws, and the description of services contained in Section 3 shall be deemed revised accordingly without written amendment pursuant to Section 16(a), provided that DTI shall give the Funds 30 days advance notice of any such change in service or, if 30 days advance notice is not practicable, as much notice as is practicable under the circumstances.

(c)        Red Flags Services. 

(1)        DTI will provide each Fund with the "Red Flags Services", which is hereby defined to mean the following services:

(i)         maintain written controls (as they may be revised from time to time hereunder, referred to herein as the "Controls") reasonably designed to detect the occurrence of Red Flags (as defined below) in connection with (i) account opening and other account activities and transactions conducted directly through DTI or BNYM with respect to Direct Accounts (as defined below), and (ii) transactions effected directly through DTI or BNYM by Covered Persons (as defined below) in Covered Accounts (as defined below); solely for purposes of this Section 3(c), the capitalized terms below will have the respective meaning ascribed to each:

(A)       "Red Flag" means a pattern, practice, or specific activity or a combination of patterns, practices or specific activities which may indicate the possible existence of Identity Theft (as defined below) affecting a Registered Owner (as defined below) or a Covered Person;

(B)       "Identity Theft" means a fraud committed or attempted using the identifying information of another person without authority;

(C)       "Registered Owner" means the owner of record of a Direct Account on the books and records of a Fund maintained by or on behalf of DTI as the provider of registrar services to the Fund (the "Fund Registry"); 

(D)       "Covered Person" means the owner of record of a Covered Account on the Fund Registry;

(E)       "Direct Account" means an Account established directly with and through DTI as a registered account on the Fund Registry and through which the owner of record has the ability to directly conduct account and transactional activity with and through DTI;

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(F)        "Covered Account" means an Account established by a financial intermediary for another as the owner of record on the Fund Registry and through which such owner of record has the ability to conduct transactions in Shares directly with and through DTI; and

(G)       "Account" means (1) an account holding Fund Shares with respect to which a natural person is the owner of record, and (2) any other account holding Fund Shares with respect to which there is a reasonably foreseeable risk to the particular account owner's customers from identity theft, including financial, operational, compliance, reputation, or litigation risks;

(ii)        make available to the Funds upon request a printed copy of or Internet viewing access to the Controls;

(iii)       notify the relevant Fund(s) of Red Flags which it detects and reasonably determines to indicate a significant risk of Identity Theft to a Registered Owner or Covered Person ("Possible Identity Theft") and assist the Fund(s) in determining the appropriate response to the Possible Identity Theft; and

(iv)       upon the Funds' request, issuance of a certification in a form determined to be appropriate by DTI in its reasonable discretion, certifying to DTI's continuing compliance with the Controls.

(2)        Subject to Section 1(c), the Controls and the Red Flags Services may be changed at any time and from time to time by DTI in its reasonable sole discretion to include commercially reasonable provisions appropriate in light of any changes to the Red Flags Requirements, or new laws or regulations similar in intended purpose or national policy to the Red Flags Requirements, and the description of services contained in Section 3(c) shall be deemed revised accordingly without written amendment pursuant to Section 16(a), provided that DTI shall give the Funds 30 days advance notice of any such change in service or, if 30 days advance notice is not practicable, as much notice as is practicable under the circumstances.

(d)        Additional DTI Information Technology Obligations. 

(1)        Lion System and GAMA System Interfaces.  DTI shall provide on the BNYM Equipment software that permits users of DTI's Lion Remote System Web application ("Lion Web Application"), DTI's Lion System hosted within FSR ("Lion System") and DTI's General Asset Management Account System hosted within FSR ("GAMA System") to access the data and information maintained for the Funds in FSR in connection with the Services ("Fund FSR Information") and use the Fund FSR Information in the Lion Web Application, Lion System or GAMA System, as appropriate, subject to all policies and procedures, including information security policies and procedures, applicable to the BNYM System and its access and use (such software being referred to herein as, respectively, the "Lion Software" and "GAMA Software").  DTI will permit users of, respectively, the Lion System and the GAMA System, identified to DTI by the Funds, who satisfy all security and other conditions, to access and use the Fund FSR Information through, respectively, the Lion System and the GAMA System.  In the event DTI develops documentation for the Lion System, Lion Software, GAMA System or GAMA Software, the Funds and users of each software shall be obligated to comply with the terms of such documentation.  The Funds acknowledge and agree that the Lion Web Application, Lion System and GAMA System are the property of and proprietary to DTI.

(2)        Technology Services. 

            (A)       Each Contract Year DTI will cause the Technology Personnel to perform the Technology Services for the Technology Hours at no additional cost to the Funds in accordance with the terms of this Section 3(d)(2).  For purposes of the foregoing:

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(i)         "Contract Year" means the following collectively and individually as appropriate to the context: (aa) the "First Year", defined hereby to mean the period commencing on the Effective Date and ending on the last date of the calendar month which follows by twelve full calendar months the calendar month in which the Effective Date occurs ("First Year Ending Date"); (bb) the "Middle Years", hereby defined to mean the period commencing on the first day following the end of the First Year, and each subsequent anniversary of such date ("Middle Year Commencement Date"), and ending on the next occurring anniversary of the First Year Ending Date; and (cc) the "Termination Year", unless Section 3(d)(2)(B) applies, defined to be the period commencing on the last Middle Year Commencement Date which precedes a termination of this Agreement which occurs on an anniversary of the Effective Date and ending on such termination date.

(ii)        "Technology Personnel" means the personnel performing the Technology Services in accordance with this Section 3(d)(2)(A)(ii).  Commencing on the Effective Date, personnel will be allocated to perform the Technology Services such that Technology Services for approximately 56% of the Technology Hours each Business Day are performed by computer programmers and that Technology Services for approximately 44% of the Technology Hours each Business Day are performed by analysts ("Initial Allocation").  In the event DTI reasonably determines that (aa) the expertise of computer systems personnel other than computer programmers or analysts is appropriate for a particular Technology Service, or (bb) that the allocation of Technology Hours between computer programmers and analysts should be modified from the Initial Allocation or from another allocation set at in accordance with this Section 3(d)(2)(A)(ii) for some or all of the Technology Services to be performed after a particular point in time, then DTI may thereafter for the period of time provided for in its determination: (yy) under the circumstances addressed by clause (aa), cause computer systems personnel subject matter experts to perform Technology Services for approximately the percentage of Technology Hours each Business Day specified by DTI in its determination, and (zz) under the circumstances addressed by clause (bb), cause computer programmers and analysts to perform Technology Services each Business Day in accordance with the allocation of Technology Hours specified by DTI in its determination. Notwithstanding and in addition to the foregoing, commencing on the Effective Date, DTI will allocate personnel to perform the Technology Services such that Technology Services for 25% or more of the Technology Hours each Business Day are performed by persons with two (2) years or more experience developing data processing applications software for mutual fund transfer agency activities.

(iii)       "Technology Services" means:

(aa)      The conversion of all Fund shareholder accounts, Fund books and records and all related Fund data and information from the specifications and requirements of the prior subcontractor to DTI to the specifications and requirements of the BNYM System, the installation of all such data and information into the BNYM System, and all other implementation activities appropriate to be performed with respect to the BNYM System in order to permit DTI to provide the Services and the Licensed Services in a production environment; provided, however, to the extent any of such services constitute Day 2 Services, the work shall be provided subject to the proviso in Section 3(j) regarding Credited Hours and invoice credits;

(bb)      Development, testing and implementation of the Lion Software, GAMA Software and any other modifications to the BNYM System requested by DTI or required for BNYM to provide the Services and the Licensed Services;

(cc)      All work occurring in accordance with Sections 1(c)(2) or 1(d) of this Agreement that is appropriate and reasonable for the Technology Personnel to perform, including without limitation activities related to modifications and enhancements to the BNYM System.  For all purposes of this Agreement, the phrase "work that is appropriate and reasonable for the Technology Personnel to perform" means work that is appropriate and reasonable for the Technology Personnel to perform based on the nature of the work and the skills expected to be possessed under this Agreement by the Technology Personnel;

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(dd)      All activities related to all (I) Updates to the BNYM System, (II) work that is appropriate and reasonable for the Technology Personnel to perform in connection with the development and implementation of a New Service (as defined in Section 9(d) below) or pursuant to Section 3(d)(3), and (III) Upgrades to the extent not subject to subsection (cc) above or clauses (I) or (II) of this subsection (dd), in all of the foregoing instances to the extent (y) the activities are performed due to (A) a specification or requirement of the Dreyfus System, (B) a characteristic, specification or feature of the Services or Licensed Services that is different from the services provided by BNYM to the majority of its transfer agency clients generally or (C) any other unique specification or requirement of the Funds, or (z) the activities are performed due to a Fund's request, and DTI's agreement, to engage Technology Personnel in the activities contemplated by this subsection (dd) earlier, in greater numbers, with a larger concentration of specialized skills, or otherwise than in accordance with the schedule or plans of DTI;

(ee)      All work in connection with Conversion Actions performed that are appropriate and reasonable for the Technology Personnel to perform, as referenced in Section 13(g)(i);

(ff)       All work performed in connection with Day 2 Services under Section 3(j) that is appropriate and reasonable for the Technology Personnel to perform, but subject to the proviso in Section 3(j) regarding Credited Hours and invoice credits;

(gg)      All work performed in connection with the voice response unit provided by DTI for automated shareholder servicing via telephone that is appropriate and reasonable for the Technology Personnel to perform;

(hh)      In connection with any request by a Fund for books and records in accordance with Sections 2(b) and 2(c), work that is appropriate and reasonable for the Technology Personnel to perform;

(ii)        All work performed in connection with a Fund's request for DTI to convert shareholder records not on the BNYM System and transfer such records to the production database of DTI in the BNYM System, that is appropriate and reasonable for the Technology Personnel to perform; and

(jj)        Any other technology services as the parties shall mutually agree.

(iv)       "Technology Hours" means:

(aa)      As of the first day of a Contract Year in which the Technology Personnel Number does not increase or decrease due to the operation of subsection (v) below, the number arrived at by multiplying  (I) the Technology Personnel Number in effect on such date, times  (II) 1,500; or

(bb)      As of the first day of a Contract Year in which the Technology Personnel Number increases or decreases due to the operation of subsection (v) below, (I) the number arrived at pursuant to the calculation in clause (aa) above, plus, (II) effective as of the January 1 that the Technology Personnel Number increases or decreases, the number of hours determined by multiplying (x) by (y) by (z), where:

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(x)        is the number of Upward Increments or Downward Increments upon which the change in the Technology Personnel Number is based;

(y)        is the number of full calendar months remaining in the Contract Year commencing on the January 1 as of which the adjustment is to be made; and

(z)        is 1,500.

(v)        "Technology Personnel Number" means nine (9), subject to the following

(aa)      For each increment of 100,000 that the Determination Date Amount (as defined below) exceeds 845,000 ("Upward Increment"), the Technology Personnel Number shall increase by one, and if the Determination Date Amount should subsequently fall below one or more of the Upward Increments the Technology Personnel Number shall decrease by one for each such Upward Increment; and

(bb)      For each increment of 100,000 that the Determination Date Amount falls short of 845,000 ("Downward Increment"), the Technology Personnel Number shall decrease by one, and if the Determination Date Amount should subsequently increase above one or more of the Downward Increments the Technology Personnel Number shall increase by one for each such Downward Increment;

provided, however, notwithstanding clause (bb) above, the Technology Personnel Number shall never decrease below 5 and the number of Technology Hours with respect to which Technology Services are performed by programmers shall never decrease below 7,500; provided further, however,  if but for the operation of this proviso the Technology Personnel Number would have decreased below 5 due to the operation of clause (bb) above, then the Technology Personnel Number cannot increase above 5 until the Determination Date Amount equals or exceeds 545,000.

(vi)       "Determination Date Amount" means the number of open Fund accounts as of the close of business on a Determination Date.

(vii)      "Determination Date" means September 30, 2013 and each September 30 thereafter as long as this Agreement is in effect, except if any particular September 30 is not a Business Day, then it means the last Business Day immediately preceding the September 30 that is not a Business Day. 

(B)       In the event this Agreement or performance of the Services terminates on a date other than an anniversary of the Effective Date, then the term Termination Year means the period commencing on the last Middle Year Commencement Date which precedes the termination of this Agreement or the Services, as appropriate, and ends on the termination date of this Agreement or the Services, whichever occurs later.  With respect to such a Termination Year, the number of Technology Hours will be calculated as much as possible in accordance with Section 3(d)(A)(iv) but prorated over the portion of the full year represented by the Termination Year.

(C)       In the event DTI reasonably determines at any time that the number of hours required to perform a Technology Service in accordance with a project timeline exceeds or will exceed the Technology Hours allotted to the particular Technology Service, DTI shall notify the Funds of such in writing and include in such notice a good faith estimate of the additional hours required to perform the Technology Service in accordance with the relevant timeline.  In the event DTI reasonably determines at any time that the number of hours required to perform Technology Services planned or scheduled for the remainder of a given Contract Year exceeds or will exceed the Technology Hours available for the remainder of the particular Contract Year, DTI shall notify the Funds of such in writing and include in such notice a good faith estimate of the additional hours required to perform the Technology Services in the given Contract Year.  In the event the Funds request in writing that DTI provide Technology Services in excess of the Technology Hours then available, whether in response to a notification from DTI as described in the preceding two sentences or otherwise:  (aa) DTI will engage in commercially reasonable measures as appropriate under the circumstances given resource availability to (I) utilize persons employed or subcontracted by BNYM at the time of the request to provide the Technology Services for the additional requested hours, or (II) open requisitions for additional personnel in response to the request and fill the open requisitions resulting from such request; provided, however, DTI will not under any circumstances be required to utilize persons employed or subcontracted by BNYM at the time of the request to provide the Technology Services for the additional requested hours; and (bb) the Funds will pay for the Technology Services provided upon such request at the rates set forth in the Fee Agreement.

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(D)       Technology Hours not used in a given Contract Year, not to exceed 20% of the Technology Hours available for that Contract Year, shall carry over to the following Contract Year.

(E)       Technology Personnel, including subject matter experts, shall at all times have an average of at least five (5) years data processing applications software experience.

(F)        DTI will provide the Funds with monthly reports regarding the performance of Technology Services by the Technology Personnel, the form and content of which to be mutually agreed upon by DTI and the Funds.

(3)        The development of any transmission protocols and custom non-transmission interface protocols inbound and outbound interfaces shall be subject to the provisions of, as applicable, Section 1(c), 1(d) or 9(d).

(e)        Cash Administration Services. 

(1)        DTI shall provide for demand deposit or other appropriate accounts to be established for the benefit of the Funds at BNY Mellon Bank or, with the consent of the Funds, at another depositary institution ("Third Party Institution"), which may be an affiliate of DTI ("Affiliated Third Party Institution"), for the purpose of administering monies received in the course of performing services hereunder, as set forth in subsection (2) below ("Service Accounts").  In addition, during the term of this Agreement, DTI shall interface with the Fund Custodian in all respects as are reasonably necessary for the provision of other cash management services to the Funds related to the processing of Fund shareholder redemption drafts.

(2)        In accordance with the Written Procedures, DTI will perform or provide the following cash management services: 

(A)       DTI will provide for the acceptance of payment for the purchase of Shares tendered by financial intermediaries, Fund shareholders and other investors in the Funds.  DTI will cause monies it receives for such purchases through NSCC settlement procedures, by wire transfer and by ACH transfer to be deposited into the Service Accounts.  DTI will cause personal checks received for such purchases to be deposited into the Service Accounts for customary check clearance activities by the Service Account Bank (as defined below).  DTI will cause monies received in the Service Accounts resulting from the purchase of Shares to be transferred from the Service Accounts to the Fund Custodian for deposit into the custody account of the Fund established with the Fund Custodian pursuant to the custody agreement between the Fund Custodian and the Fund ("Custody Account"). 

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(B)       DTI will cause to be accepted into the Service Accounts monies transferred to DTI by the Fund Custodian drawn by the Custodian from the Custody Account and will cause such monies to be disbursed from the Service Accounts in accordance with the related instructions received in good order, including without limitation disbursements in connection with redemptions of Shares by Fund shareholders, cash distributions effected by the Funds, such as dividend payments and capital gains distributions, payments of state and federal withholding tax obligations, and payments due Dealers, such as commissions and 12b-1 fees.

(3)        Service Accounts utilized for the payment of state and federal withholding tax obligations may be omnibus accounts in which the assets of other mutual funds are commingled.  Service Accounts utilized for other cash management services may be omnibus accounts in which the assets of all Funds are commingled.  An institution at which a Service Account is maintained is referred to herein as a "Service Account Bank." 

(4)        DTI shall be permitted to cause funds to be swept from the Service Accounts into investment accounts at BNY Mellon Bank or a Third Party Institution, including Affiliated Third Party Institutions, and to retain, or allow an Affiliate to retain, for its own account any income earned from such sweep and may retain, or allow an Affiliate to retain, for its own account any balance credits issued with respect to the monies in the Service Accounts, in each case to the extent that such income or balance credits are in excess of the Account Credit for a calendar month pursuant to Section 3(e)(7)(A) calculated as if any such funds swept from the Service Accounts had remained in the Service Accounts rather than being swept into investment accounts at BNY Mellon Bank or a Third Party Institution.  The Funds acknowledge that DTI, BNYM, BNY Mellon Bank and Affiliated Third Party Institutions may derive a benefit from the monies deposited with or swept into, respectively, BNY Mellon Bank or an Affiliated Third Party Institution to the extent BNY Mellon Bank or an Affiliated Third Party Institution, as appropriate, is able to use such monies in its business operations.

(5)        (A)       DTI will offset Bank Charges (as defined below) attributable to a particular calendar month with a credit ("Account Credit") calculated on the aggregate average balance in the Designated Service Accounts (as defined below) for the particular month after reduction for amounts equal to the reserve requirements applicable to the Designated Service Accounts due to regulations of the Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System, using the interest rate designated in the Fee Agreement.

(B)       To the extent the Account Credit may exceed the amount of Bank Charges ("Excess Account Credit"), DTI will reduce the Account Fees incurred by the Funds for the particular month (such "Account Fees" being hereby defined to mean the fees listed at Section 1 of the Fee Agreement) with the Excess Account Credit.  To the extent the amount of Excess Account Credit may exceed Account Fees for the particular month, such excess ("Carryover Account Credit") shall be available to reduce  Bank Charges and Account Fees for the next 12 immediately succeeding calendar months ("Carryover Months"). Carryover Account Credits shall be applied to reduce Bank Charges and Account Fees for a particular Carryover Month not otherwise reduced by Account Credits for the particular Carryover Month in chronological order - the earliest accrued Carryover Account Credits being applied first in the order accrued.  For clarification:  any Carryover Account Credits not used to reduce Bank Charges or Account Fees in the manner described in the preceding sentences of this subsection (B) by the twelfth calendar month following the month accrued shall become void.

(C)       The Funds shall be obligated to pay DTI any amount by which the Bank Charges for the relevant month exceed the Account Credits for the particular month plus any available Carryover Account Credits determined in accordance with subsection (B) above.  (Also, for the avoidance of doubt:  The Funds shall be obligated to pay DTI any amount by which the Account Fees for the relevant month exceed any available Excess Account Credit or Carryover Account Credit for the particular month.)

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(D)       If in any calendar month the aggregate average monthly balance of the Service Accounts used to calculate the Account Credit is negative, the Funds shall pay DTI interest on the negative balance at the rate and in accordance with other applicable terms set forth in the Fee Agreement.

(E)       For purposes of this Section 9(f)(7):  "Bank Charges" means the bank charges and banking service fees imposed by a Service Account Bank for the establishment and maintenance of Service Accounts as set forth in the Fee Agreement; and "Designated Service Accounts" means the Service Accounts maintained on behalf of the Funds at a Service Account Bank other than the Service Accounts maintained and used for the payment of state and federal withholding tax obligations of shareholders.

(f)        Safekeeping of Forms and Devices.  DTI hereby agrees to establish and to maintain facilities and procedures reasonably acceptable to the Funds for safekeeping of check forms and facsimile signature imprinting devices, if any, and to keep account of such forms and devices.

(g)        Omnibus Transparency Services.   Upon request of the Funds, DTI will carry out certain information requests, analyses and reporting services, as specified in DTI Procedures, in support of a Fund's obligations under Rule 22c-2(a)(2) and (3) under the 1940 Act.

(h)        Short Term Trade Monitoring.  DTI will provide the Funds or their designee with periodic reports on trading activity in each Fund including shareholder identity and transaction information where DTI has such account level information, based on parameters provided to DTI by each Fund at least thirty (30) days in advance of the first date that the parameters are to apply for purposes of a periodic report.  The services to be performed by DTI, on behalf of each Fund, hereunder shall consist solely of providing for the aforesaid periodic reports.  DTI will implement any short-term trading redemption fee as described in a Fund's Prospectus.  A Fund shall instruct DTI as to any account it has determined to be exempt from such fee.  DTI, no less than once a year, will review the list of exempt accounts with the Funds and determine any changes to an account's exempt status. 

(i)Service Levels.   

(1)        DTI shall perform the Services in accordance with the service levels (the "Service Levels") as may be agreed to from time to time in writing by DTI and the Funds (the "Service Level Agreement").  Failure to perform in a manner which equals or exceeds the Service Levels shall result in fee credits ("Fee Credits") or the Funds' right to terminate this Agreement, as set forth in the Service Level Agreement.

(2)        Except as otherwise noted, the percentages set forth in the Service Levels relate to all Funds and do not relate individually to any specific Fund.  All Fee Credits are to be aggregated where there are instances of not meeting objectives in respect to two or more different services.  A waiver, whether partial, total or conditional, of any Fee Credit, or right to terminate this Agreement in a particular instance, does not constitute a waiver in any other instance.  Unless otherwise specified in the Service Level Agreement, a monthly document evidencing DTI's performance with respect to the Service Levels will be delivered to the Funds by the fifteenth (15^th) Business Day of the following month by DTI, or as soon thereafter as is reasonably practicable.  Such document shall be signed by an officer of DTI.

(3)        As used in the Service Level Agreement, the term "day" shall mean "Business Day" unless otherwise indicated.  For calculation purposes, a week is considered to be the period beginning on Monday and concluding on the following Sunday.  A week containing the last day of a month shall constitute a week in the month then ending, including any days in the subsequent month, and any such days shall not constitute days in the subsequent month.

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(4)        There shall be excluded from the calculation for the Service Levels any period of time, and only such period of time, during which DTI's performance is materially affected as a result of:  (A) acts or omissions to act of the Funds or their agents, contractors or subcontractors, including a third party cash management provider (other than BNYM), (B) the occurrence of an Event Beyond Reasonable Control, but only if DTI promptly takes commercially reasonable steps to ameliorate the consequences of such event, (C) an abnormally high level of activity with respect to either the Funds or the markets in which they invest, or (D) pre-planned, extraordinary events such as major software or hardware installations or maintenance, provided, such event shall occur during the weekly maintenance window as set forth in the Service Level Agreement and DTI uses reasonable efforts to minimize any adverse impact on the operations of the Funds.  An abnormally high level of activity shall be deemed to have occurred if the volume of the activities listed in Section 3(a) on a given day exceeds both:  (x) 133% of the average daily volume of such activities for the immediately preceding 90 calendar days (not including the calendar day in issue or any immediately preceding calendar days on which an abnormally high level of activity occurred), and (y) 133% of the average daily volume of the same calendar month in which such day occurs during the immediately preceding year (not including any immediately preceding calendar days on which an abnormally high level of activity occurred).  DTI shall not be responsible for delays or failures to supply any services where such delays or failures are caused by the delays or failures of the Funds to supply necessary instructions, approvals or information in the time periods agreed upon and all Service Levels shall again be measured from the date of the receipt by DTI of any necessary instructions, approvals or information.  Nothing contained herein, however, shall relieve DTI from responsibility for the acts or omissions to act of its own permitted agents, contractors, subcontractors, or entities acting under DTI's control.  In the event the outage set forth in clause (D) of this Paragraph is expected to be longer than six (6) hours, the outage will be discussed with, scheduled with, and agreed to by the Funds prior to its occurrence, the Funds' agreement thereto not to be unreasonably delayed or withheld.

(j)        Services To Be Performed After The Effective Date.   To the extent that the design, development, testing or implementation of the services set forth on Schedule E cannot be completed prior to the Effective Date ("Day 2 Services"), DTI shall take commercially reasonable measures to provide the Day 2 Services as soon as commercially reasonable after the Effective Date, and to the extent any Day 2 Service involves design, development, testing or implementation activities relating to the BNYM System, such activities shall be performed by the Technology Personnel in accordance with and subject to all terms of Section 3(d)(2); provided, however, DTI shall keep a record of hours spent each calendar month by the Technology Personnel on Day 2 Services and at its election either (i) not count some or all of such hours as satisfying the requirement set forth at the first sentence of Section 3(d)(2)(A), or (ii) to the extent such hours are counted as satisfying the requirement set forth at the first sentence of Section 3(d)(2)(A) ("Credited Hours"), credit the Funds on the invoice for Fees relating to the same month during which the Day 2 Services occurred an amount equal to the product of the Credited Hours times the appropriate Fees as set forth at Section 12 of the Fee Agreement.

(k)       Rule 38a-1 Program.   DTI will maintain written policies and procedures reasonably designed to prevent violations by DTI of the Federal Securities Laws, as that term is defined in Rule 38a-1, adopted by the SEC under the 1940 Act ("Rule 38a-1").  Pursuant to its compliance program, DTI will provide periodic measurement reports to the Funds and their Chief Compliance Officer.  DTI will provide to each Fund in connection with any periodic annual or semi-annual shareholder report filed by the Fund and, if requested by the Fund, in connection with Fund filings on Form N-Q, a sub-certification in the form attached hereto as Exhibit 1A under the Sarbanes-Oxley Act of 2002 relating to DTI's performance of the Services and DTI's related internal controls.  In addition, on a quarterly basis, DTI will provide to the Funds a certification in the form attached as Exhibit 1B in connection with DTI's compliance with Rule 38a-1.  DTI will provide the Funds with access to the Rule 38a-1 policies and procedures and will provide such explanations of the Rule 38a-1 policies and procedures as the Funds may reasonably request.  DTI reserves the right to amend and update its written policies and procedures in order to address changing regulatory and industry developments, and will notify the Funds of any such changes in a timely manner.

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4.         Confidentiality. 

(a)        Each party shall keep the Confidential Information (as defined in subsection (b) below) of the other party in confidence and will not use or disclose or allow access to or use of such Confidential Information except in connection with the activities contemplated by this Agreement or as otherwise expressly agreed in writing.  Each party acknowledges that the Confidential Information of the disclosing party will remain the sole property of such party.  In complying with the first sentence of this subsection (a), each party will use the same degree of care it uses to protect its own confidential information, but in no event less than a commercially reasonable degree of care. 

(b)        Subject to subsections (c), (d) and (e) below, "Confidential Information" means (i) all compensation agreements, arrangements and understandings (including waivers) respecting this Agreement, disputes pertaining to this Agreement, and information about a party's exercise of rights hereunder, performance of obligations hereunder or other conduct of a party in connection with this Agreement (in each case, other than as required to be disclosed under Applicable Law), (ii) information and data of, owned by or about a disclosing party or its respective Affiliates, customers, shareholders, contractors or subcontractors that may be provided to the other party or become known to the other party in the course of the relationship established by this Agreement, regardless of form or content, including but not limited to (A) competitively sensitive material, and not generally known to the public, including, but not limited to, studies, plans, reports, surveys, summaries, documentation and analyses, regardless of form, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of DTI or a Fund, their respective subsidiaries and Affiliates and the customers, clients and suppliers of any of them; (B) scientific, technical or technological information, a design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords DTI or a Fund a competitive advantage over its competitors; (C) a confidential or proprietary concept, documentation, report, data, specification, computer software, source code, object code, flow chart, database, invention, know how, trade secret, whether or not patentable or copyrightable; (D) information related to security, disaster recovery, business continuity and any other operational plans, procedures, practices and protocols, (E) anything designated as confidential, and (F) Personal Information (as defined in Section 5 below), and (iii) to any extent not included within clause (i) or clause (ii) above, with respect to the Funds, Dreyfus Data.

(c)  Information or data that would otherwise constitute Confidential Information under subsection (b) above shall not constitute Confidential Information to the extent it:

(i)         is already known to the receiving party at the time it is obtained;

(ii)        is or becomes publicly known or available through no wrongful act of the receiving party;

(iii)       is rightfully received from a third party who, to the receiving party's knowledge, is not under a duty of confidentiality;

(iv)       is released by the protected party to a third party without restriction; or

(v)        has been or is independently developed or obtained by the receiving party without reference to the Confidential Information provided by the protected party.   

(d)        To the extent required by Applicable Law or by lawful order or requirement of a court or governmental authority having competent jurisdiction over the receiving party, the receiving party may disclose Confidential Information, including Personal Information, in accordance with such law or order or requirement, subject to the following conditions:  As soon as possible after becoming aware of such law, order or requirement and prior to disclosing Confidential Information, including Personal Information, pursuant thereto, the receiving party will so notify the disclosing party in writing and, if possible, the receiving party will provide the disclosing party notice not less than five (5) Business Days prior to the required disclosure.  The receiving party will use reasonable efforts not to release Confidential Information, including Personal Information, pending the outcome of any measures taken by the disclosing party to contest, otherwise oppose or seek to limit such disclosure by the receiving party and any subsequent disclosure or use of Confidential Information, including Personal Information, that may result from such disclosure; provided, however, the receiving party shall not be required to withhold disclosure on the final day by which disclosure is required by the particular law, order or requirement if the disclosing party has not obtained an order restraining or otherwise blocking the law, order or requirement.  The receiving party will provide commercially reasonable cooperation and assistance to the disclosing party, at the disclosing party's expense, regarding such measures.  Notwithstanding any such compelled disclosure by the receiving party, such compelled disclosure will not otherwise affect the receiving party's obligations hereunder with respect to Confidential Information, including Personal Information, so disclosed.

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(e)        For clarification:  The Funds may, pursuant to the first and third sentences of Section 4(a), disclose DTI's Confidential Information to a Fund's Board of Directors/Trustees and to its and their respective auditors and attorneys, provided each recipient has agreed, or is otherwise subject to a duty, to maintain the confidentiality and use restrictions thereof in accordance with this Agreement and the Funds otherwise comply with the third sentence of Section 4(a).

(f)        The provisions of this Section 4 shall survive termination of this Agreement for a period of three (3) years after such termination.

5.         Privacy. 

(a)        "Personal Information" means the following information about past, present or future shareholders of the Funds that are individuals: names, signatures, dates of birth, addresses, telephone numbers, account numbers, social security numbers, financial data and transaction information ("Personal Data") solely to the extent such information is received by DTI in connection with DTI's performance of the Services and is necessary to the performance of the Services.  In the event Personal Data not necessary to the performance of the Services is received by DTI ("Unnecessary Personal Data") and is integrated with Personal Information, DTI shall be bound by the same duties with respect to the Unnecessary Personal Data as it is with respect to the integrated Personal Information.  In other circumstances DTI will be bound by such duties with respect to the Unnecessary Personal Data only upon becoming aware that such information consists of Personal Data.

(b)        DTI agrees that all Personal Information is, and shall be considered, confidential and proprietary to the Funds.  DTI may disclose Personal Information to contractors or subcontractors that have undergone DTI's vendor approval process, that are performing services for DTI directly related to the Services, and that are bound by written agreement to use and disclosure restrictions at least as protective as those set forth herein.  Except as provided by the immediately preceding sentence, DTI shall not disclose Personal Information to any third party, nor permit any third party to have access to any Personal Information, for any purpose.  DTI shall not use Personal Information, nor shall DTI duplicate Personal Information or retain records thereof, except as necessary to perform its obligations hereunder.  DTI shall comply with all Applicable Law relating to the Personal Information. DTI agrees to implement and maintain appropriate security measures to protect "personal information", as that term is defined in 201 CMR 17.00: Standards For The Protection Of Personal Information Of Residents Of The Commonwealth ("Massachusetts Privacy Regulation"), consistent with the Massachusetts Privacy Regulation and any applicable federal regulations.  DTI shall deliver to the Funds a certification of compliance with the Massachusetts Privacy Regulation upon the Funds' reasonable request.

(c)        Information Security Program. 

(1)        DTI shall implement and maintain a comprehensive written information security program applicable to the Personal Information ("Information Security Program") which shall include commercially reasonable measures, including, as appropriate, policies and procedures and technical, physical, and administrative safeguards that are consistent with industry standards, providing for (i) the security and confidentiality of the Personal Information, (ii) protection of the Personal Information against reasonably foreseeable threats or hazards to the security or integrity of the Personal Information, (iii) protection against unauthorized access to or use of or loss or theft of the Personal Information, and (iv) appropriate disposal of the Personal Information.  Without limiting the generality of the foregoing, the Information Security Program shall provide for (i) continual assessment and re-assessment of the risks to the security of Personal Information acquired or maintained by DTI and its agents, contractors and subcontractors in connection with the Services, including but not limited to (A) identification of internal and external threats that could result in unauthorized disclosure, alteration or destruction of Personal Information and systems used by DTI and its agents, contractors and subcontractors, (B) assessment of the likelihood and potential damage of such threats, taking into account the sensitivity of such Personal Information, and (C) assessment of the sufficiency of policies, procedures, information systems of DTI and its agents, contractors and subcontractors, and other arrangements in place, to control risks; and (ii) appropriate protection against such risks. 

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(2)        The Information Security Program shall require encryption of any Personal Information in electronic format while in transit or in storage, and enhanced controls and standards for transport and disposal of physical media containing Personal Information.  DTI shall, and shall require its agents, contractors and subcontractors who access or use Personal Information or Confidential Information to, regularly test key controls, systems and procedures relating to the Information Security Program ("ISP Tests").  DTI shall advise the Funds of any material issues identified in the ISP Tests potentially affecting the Information Security Program.

(3)        DTI shall comply with its Information Security Program.

(d)        DTI shall notify the Funds of any unauthorized use, disclosure, acquisition, modification, or destruction of Personal Information, unauthorized access to Personal Information, or loss of Personal Information (each, a "Security Breach") promptly after determining a Security Breach has occurred.  DTI shall investigate each Security Breach, provide the Funds with a description of the circumstances surrounding each Security Breach, and provide and promptly implement a remediation plan, acceptable to the Funds and in compliance with any Applicable Law, to address the Security Breach and prevent any further incidents.  Notwithstanding Section 11(c), DTI will at its expense pay any fines assessed by state authorities related to the Security Breach, and, to the extent the Security Breach presents a credible risk of identity theft and is requested by the Funds, or if required by Applicable Law, notify Fund shareholders of the Security Breach and provide one year of free credit monitoring service to affected Fund shareholders or such longer period of credit monitoring as may be required by Applicable Law, or DTI will reimburse the Funds for such expenses incurred by the Funds.

(e)        In the event that DTI commits a material breach of any ofDTI's material obligations under Section 4 or Section 5 with regard to Personal Information, the Funds may terminate this Agreement immediately at any time thereafter.  DTI's obligations under Section 4 or Section 5 with regard to Personal Information shall survive the termination of this Agreement with respect to any Personal Information that remains in the possession of DTI.

(f)        At the time of termination of Services under this Agreement, DTI shall provide the Funds with copies of all Personal Information that the Funds request be provided and shall destroy in accordance with its Information Security Program and Applicable Law all Personal Information in any form inDTI's possession or in the possession of DTI's agents, contractors or subcontractors at the time of termination of Services under this Agreement.  DTI shall retain no copies thereof, except for the period prior to scheduled destruction under its Information Security Program, provided that if DTI is required by law to retain a copy of any Personal Information, DTI will retain the Personal Information only for the time required, and disclose it only as required by law, after which it shall destroy it in accordance with its Information Security Program.  The terms of this Agreement regarding the protection of Personal Information shall apply until the Personal Information is destroyed.  DTI will upon request certify in writing the destruction of Personal Information that has occurred as of the time of the request.

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(g)        DTI agrees to include in a written agreement with any agent, contractor or subcontractor to whom it provides access to Personal Information confidentiality obligations with respect to such Information that are at least as restrictive as those that apply through this Agreement  to DTI.  DTI shall enforce all such agreements with its agents, contractors and subcontractors.

(h)        In addition to any other rights the Funds may have under this Agreement  or at law, since unauthorized use or disclosure of Personal Information may result in immediate and irreparable injury for which monetary damages may not be adequate, in the event that DTI or any officer, director, employee, agent, contractor or subcontractor of DTI uses or discloses, or in a Fund's sole opinion is likely to use or disclose, Personal Information in breach of DTI's obligations hereunder, the Fund shall be entitled to equitable relief, including temporary and permanent injunctive relief and specific performance.  The Funds shall also be entitled to the recovery of any pecuniary gain realized by DTI from the unauthorized use or disclosure of Personal Information.

6.         Audits; Questionnaires.   

(a)        Subject to the further provisions of this Section 6, a reasonable number of representatives of the Funds will have the right, upon not less than thirty (30) days advance written notice and during normal weekday business hours, and subject to DTI's reasonable security requirements, to (i) inspect DTI's premises where the Services and related operations are performed, including the data centers in use at the time and any other location where servers and computer hardware are used by DTI in performing the Services or are used by its Affiliate in providing any Services or part thereof on behalf of DTI, (ii) audit and examine on-site any books and records required to be maintained by DTI in connection with the performance of its obligations under this Agreement ("Agreement Records"), and (iii) audit and examine the books and records of DTI directly relating to Section 3(d)(2) (subject to redaction for data or information that is confidential or proprietary to DTI but not detracting from the Funds' ability to audit compliance), all as reasonably requested by the Funds to verify DTI's compliance with the terms of this Agreement.  Inspections by the Funds with respect to DTI's Information Security Program shall be limited to (x) discussions of DTI's Information Security Program with DTI's subject matter experts, (y) review of summaries of DTI's policies and procedures relating to the security of Personal Information, and (z) such other actions as the Funds reasonably determine to be necessary or appropriate in order for the Funds and their Chief Compliance Officer to comply with the requirements of Rule 38a-1, including the review of (non-summarized) policies and procedures as contemplated by Section 3(k) of this Agreement.  Such inspections, audits or examinations ("DTI Audits") may occur (i) annually; or (ii) with such greater frequency as may be "commercially reasonable" (as defined below); and may include the assistance of auditors associated with a firm of certified independent public accountants ("Third Party Auditor") reasonably acceptable to DTI and, where applicable, may cover DTI's oversight program for contractors or subcontractors utilized by DTI in connection with the particular Services being audited.  DTI acknowledges and agrees that DTI Audits covering different subjects may be conducted at different times during the year.  "Commercially reasonable" for purposes of the foregoing sentence means the Funds have reasonable grounds to believe that DTI is not materially complying with a term of this Agreement, the Funds notify DTI in reasonable detail of such belief in writing, and the Funds conduct a DTI Audit only of such portions of the premises and Agreement Records as are relevant to the cited noncompliance.  DTI shall cooperate with the Funds to take commercially reasonable measures to mitigate any material risks the Funds may identify.

(b)        Subject to the further provisions of this Section 6, and DTI's reasonable security requirements, DTI will give regulatory authorities with jurisdiction over the Funds ("Regulators"), upon reasonable advance written notice and during normal weekday business hours, the ability to inspect the premises and operations of DTI and Agreement Records (collectively with DTI Audit, "Audit").  

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(c)        Subject to the further provisions of this Section 6, DTI will cooperate, and, where appropriate, will use its best efforts to require its contractors and subcontractors to cooperate, in the Audits, making available the information reasonably requested by the Funds, Third Party Auditors or Regulators in connection with the Audit and reasonably appropriate to the scope of the Audit, as determined by reference to Section 6(a), when appropriate, and to conduct discussions with relevant personnel that are also appropriate to the permitted scope of the Audit regarding DTI's compliance with its obligations under this Agreement.  DTI and any Affiliate who provides any Services or part thereof on behalf of DTI shall be so obligated to cooperate to the extent (i) the Funds provide reasonable advance written notice of the date an Audit is to commence and the nature and scope of the Audit to the extent known by the Funds, (ii) the Audit does not significantly interfere with or disrupt the normal business operations of DTI or, where applicable, a particular Affiliate of DTI, and (iii) personnel of Third Party Auditors, who in the sole judgment of DTI will have access to customer, confidential, proprietary or other privileged information of DTI, execute confidentiality agreements containing terms similar to those that apply to the Funds as set forth in this Agreement, or are bound by confidentiality obligations similar to those that apply to the Funds as set forth in this Agreement or are otherwise reasonably satisfactory to DTI.  DTI shall not, however, be required to divulge any information that is prohibited by law or by a confidentiality agreement with a third party.  All nonpublic information disclosed by DTI in connection with an Audit shall be deemed confidential and proprietary information of DTI and shall not be disclosed by the Funds or its Third Party Auditors to any third party without DTI's prior written consent.  The Funds shall use reasonable efforts to ensure that any such information disclosed to a Regulator is afforded confidential treatment.

(d)        DTI shall comply with the Funds' reasonable requests for in-person or telephonic meetings to discuss, or written responses to information requests and questionnaires regarding, the Services, the Information Security Program, security measures, business recovery plans, and compliance with terms of this Agreement.

7.         Cooperation with Accountants.   DTI shall cooperate with the independent public accountants for each Fund and shall take commercially reasonable measures to furnish or to make available to such accountants information relating to this Agreement and DTI's performance of the obligations hereunder as requested by such accountants and necessary for the expression of their opinion.

8.         Disaster Recovery. 

(a)     DTI shall provide back-up facilities ("Back-Up Facilities") to the primary operations and data centers used by DTI to provide the Services ("Primary Facilities") that are capable of providing the Services in the event an incident to the Primary Facilities significantly interrupts the delivery of a significant Service.  The Back-up Facilities will have no other function that could not be suspended immediately for an indefinite period of time if necessary to allow, or continue to be supported while allowing, the Back-up Facilities to function as back-up facilities for interrupted Services in accordance with DTI's Business Continuity Plan (as defined below).  DTI will provide disaster recovery services in accordance with its Business Continuity Plan following the declaration of a "Disaster", which is hereby defined to mean any event that significantly interrupts the delivery of significant Services from Primary Facilities.  The Funds shall not bear the costs related to such transfer.  Once the Primary Facilities have recovered, they shall again be used to provide the Services herein with no loss of time and at no additional cost to the Funds.

(b)        DTI shall demonstrate its ability to effect a transfer to, and provide adequate services from, Back-up Facilities by developing, maintaining and testing a business continuity plan containing disaster recovery procedures for its data centers and operations facilities, including without limitation the Lion Software ("Business Continuity Plan").  DTI's Business Continuity Plan will meet the following minimum requirements:  (i) data shall be backed up to alternate sites so that no loss of data can occur, and (ii) DTI's Business Continuity Plan will meet or exceed the business continuity plan requirements set forth in the policies of BNYM Corporation.  An executive summary of the Business Continuity Plan, as the Business Continuity Plan was constituted on the Effective Date, shall be delivered to the Funds by the Effective Date.  DTI shall annually provide the Funds with an executive summary in written form of the Business Continuity Plan, updated as necessary to incorporate into the executive summary, as of the date provided, summaries of any changes to the Business Continuity Plan since the Effective Date, or the date of the last executive summary of the Business Continuity Plan provided to the Funds, as the case may be (posting on a website of DTI or its Affiliate shall be deemed to satisfy this requirement).  The Business Continuity Plan will be available at DTI for review in accordance with the policies of BNYM Corporation.  At least once each calendar year, DTI shall test the Business Continuity Plan. 

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(c)        DTI will provide the Funds with executive summaries of all internal tests of the Business Continuity Plan that will include the date of the test, the scope of the test and whether it was a success or not a success.  All tests will follow standardized test scripts that will be reviewed by a centralized group of BNYM Corporation for completeness ("BCP Test Group").  All critical issues resulting from the tests will be tracked by the BCP Test Group and remain a priority for DTI (and the associated technology service teams of BNYM Corporation, if applicable) until remediated.  If any of the critical issues are a hindrance to providing critical services to the Funds, the Funds will be so advised.

9.         Fees and Expenses. 

(a)        As compensation for services rendered by DTI during the term of this Agreement, the Funds will pay to DTI such fees and charges (the "Fees") as may be agreed to from time to time in writing by DTI and the Funds (the "Fee Agreement").  In addition, the Funds agree to pay, and will be billed separately in arrears for, reasonable expenses incurred by DTI in the performance of its duties hereunder as specified in the Fee Agreement ("Reimbursable Expenses").  In addition, any other expenses incurred by DTI at the request or with the consent of an Authorized Person will be promptly reimbursed by the Funds.

(b)          Except as otherwise expressly provided in this Agreement or in the Fee Agreement, the prices specified in the Fee Agreement include:  (i) all employee taxes and unemployment insurance relating to DTI employees, and (ii) the cost of making, securing and maintaining all DTI's applications, licenses, permits, approvals, consents, authorizations, registrations, certificates, audits performed by DTI of DTI's operations as part of DTI's audit or compliance program (but not audits performed at the specific request of the Funds or by the Funds or any other party at the Funds' request or as a result of the Funds' relationship with such party (including without limitation regulators of the Funds)) necessary to perform and provide the Services.

(c)        The fees and charges set forth in the Fee Agreement, other than Print/Mail Fees and Charges and Bank Charges, may be increased or shall decrease annually upon each July 1^st (commencing with the first increase or decrease which is to occur on July 1, 2013) over the fees and charges during the prior calendar year in an amount equal to the numerically smaller of :  (a) sixty percent (60%) of the annual percentage of change in the Bureau of Labor Statistics Consumer Price Index for all Urban Consumers:  U.S. City Average by Expenditure Category and Commodity and Service Group Special Indexes – Services less rent of shelter, Base 1982=100, or any successor index (the "CPI"), for the 12 calendar months immediately preceding the January 1^st of the year in which the increase is to take effect, or (b) seven percent (7%).  Any such increase or decrease will, however, be subject to the following:  (i) written notice of DTI's intention to increase such fees and charges (but not the amount of such increase) must be provided to the Funds by DTI at least six months prior to the effectiveness thereof, and (ii) a decrease in fees shall only occur when the CPI has decreased for two consecutive years and will then be based upon the decrease for the second year, e.g., if 60% of the CPI's decrease equals four percent (4%) in year four and eight percent (8%) in year five, the fees to be paid by the Funds hereunder would not otherwise change in year five, and would decrease by seven percent (7%) in year six.

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(d)        In the event a new or modified service or a new or modified functionality of the BNYM System is implemented other than in the circumstances described in Section 1(c) or 1(d) ("New Service"), the following provisions shall apply:

(i)         DTI shall be entitled to commercially reasonable fees for providing the New Service for the Funds and if DTI elects to charge fees for the New Service it shall provide the Funds with notice of any such fees not less than sixty (60) days in advance of the first date as of which such fees will apply and the New Service will commence;

(ii)        The Funds shall have the right to decline to receive a New Service and in the event the Funds exercise this right the Funds shall not be obligated to pay any fee for the New Service even if one or more Funds inadvertently receive some or all of the New Service;

(iii)       If DTI's costs are not increased as a result of providing the New Service and the Funds elect to receive the New Service, then the Funds shall not be obligated to pay any additional fee for the New Service;

(iv)       Notwithstanding clauses (i) through (iii) of this Section 9(d), and without regard to whether DTI charges or does not charge a fee for the New Service, in the event a Fund indicates its acceptance of a New Service and the implementation or the performance of the New Service requires DTI to perform work that is different than the work otherwise to be performed in connection with the New Service, then the Technology Personnel shall perform all such work in connection with the New Service that is appropriate and reasonable for the Technology Personnel to perform, in accordance with and subject to all terms of Section 3(d)(2); and

(v)        To the extent that any Service provided to the Funds under this Agreement is configured or performed as it is in whole or in part due to parameters set forth in the Prospectus or other materials provided to Fund shareholders, standards imposed by clearing corporations or other industry-wide service bureaus or organizations, Fund policies or Applicable Law in effect on the Effective Date (other than laws, rules and regulations applicable directly to DTI as a business entity or as a SEC-registered transfer agent) and due to new or amended provisions of any of the foregoing after the Effective Date (collectively, a "Requirements Change") DTI provides a New Service, then if the Funds decline to receive the New Service DTI shall be released from all liability for Loss that may occur due to its failure to utilize the New Service or that could reasonably have been prevented or mitigated by utilizing the New Service.  DTI shall have no obligation to develop, implement or provide a new service in response to a Requirements Change, except that if the Funds requests such, DTI's obligations shall be governed by Sections 1(c) and (d) hereunder.

(e)        The Funds hereby represent and warrant to DTI that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to DTI or to the adviser or sponsor to the Funds in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by DTI to such adviser or sponsor or any affiliate of the Funds relating to this Agreement have been fully disclosed to the Board of Directors/Trustees of the relevant Fund and that, if required by Applicable Law, such Board has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits.

(f)        No termination of this Agreement shall cause, and no provision of this Agreement shall be interpreted in any manner that would cause, DTI's right to receive payment of its fees and charges for services actually performed hereunder up to and including the date of termination, and the fees and charges provided for in Section 13(g) for services performed after such termination date, and the Funds' obligation to pay such fees and charges, to be barred, limited, abridged, conditioned, reduced, abrogated, or subject to a cap or other limitation or exclusion of any nature.

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(g)        The Funds will advise DTI as to the manner Fees and Reimbursable Expenses are to be allocated among the Funds.  DTI agrees to apply the allocation methodology to amounts due it each month, and to reflect such application on monthly invoices.

10.       Instructions. 

(a)        Unless the terms of this Agreement or the Written Procedures expressly provide, in the reasonable discretion of DTI, all requisite details and directions for it to take a specific course of conduct, DTI may, prior to engaging in a course of conduct on a particular matter, require Written Instructions with respect to the matter. 

(b)        Whether received from a Fund in response to a request described in Section 10(a) or otherwise, DTI shall be obligated to act only on "Standard Instructions", which is hereby defined to mean (i) Written Instructions it receives which direct a course of conduct substantially similar in all material respects to a course of conduct provided for in the Written Procedures, or (ii) if the Written Procedures provide for a particular form of instructions to be used in connection with a matter ("Form"), instructions it receives on the Form or Written Instructions conforming in all material respects to the Form in DTI's reasonable sole judgment. 

(c)        DTI may in its reasonable discretion decline to follow any course of conduct contained in an Instruction that is not a Standard Instruction (such course of conduct being a "Non-Standard Instruction") for a bona fide legal, commercial or business reason ("Bona Fide Reason"), including by way of example and not limitation the following: (i) the course of conduct is not consistent or compliant with, is in conflict with, or requires a deviation from an Industry Standard, (ii) the course of conduct is not reasonably necessary or appropriate to or consistent with the services contemplated by this Agreement, (iii) the course of conduct requires a deviation from Written Procedures, (iv) the course of conduct is in conflict or inconsistent with or violates a law, rule, regulation, or order or legal process of any nature, (v)  the course of conduct is in conflict or inconsistent with or will violate a provision of this Agreement, or (vi) the course of conduct imposes on DTI a risk, liability or obligation not contemplated by this Agreement, including without limitation sanction or criticism of a governmental, regulatory or self-regulatory authority, civil or criminal action, a loss or downgrading of membership,participation or access rights or privileges in or to organizations providing common services to the financial services industry, out-of-pocket costs and expenses the Funds do not agree to reimburse, requires performance of a course of conduct customarily performed pursuant to a separate service or fee agreement, requires a material increase in required resources, or is reasonably likely to result in a diversion of resources, disruption in established work flows, course of operations or implementation of controls, or (vii) DTI lacks sufficient information, analysis or legal advice to determine that the conditions in clauses (iv) and (vi) do not exist.

(d)        Notwithstanding the right reserved to DTI by subsection (c) above:

(i)         DTI shall in good faith consider implementing a Non-Standard Instruction if the Funds agrees in a prior written authorization to reimburse DTI for:  the costs and expenses incurred in consulting with and obtaining the opinions or other work product of technical specialists, legal counsel or other third party advisors, consultants or professionals reasonably considered by DTI to be appropriate to fully research, develop and implement the policies, procedures, operational structure and controls required to perform the Non-Standard Instruction ("External Research"), the costs and expenses associated with utilizing or expanding internal resources to research, develop and implement the policies, procedures, operational structure and controls required to perform the Non-Standard Instruction ("Internal Research", and together with the External Research, the "Research"), and the fees and charges reasonably established by DTI for performing the Non-Standard Instruction following its implementation.  The Funds  may, in place of agreeing to reimburse DTI for the costs of Research, agree in such written authorization to provide DTI at the Funds' cost and expense with all Research reasonably requested by DTI.

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(ii)        Following receipt of all requested Research, DTI may, in its reasonable discretion, as an accommodation and not pursuant to any obligation, agree to follow a Non-Standard Instruction if it subsequently receives a Written Instruction containing terms satisfactory to it in its reasonable discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with reasonable particularity the course of conduct constituting the Non-Standard Instruction.

(iii)       DTI reserves the right following receipt of all External Research and Internal Research and notwithstanding such receipt to continue to decline to perform the Non-Standard Instruction for a Bona Fide Reason.

(e)        DTI will also not be obligated to act on any Instruction with respect to which it has reasonable uncertainty about the meaning of the Instruction or which appears to conflict with another Instruction.  DTI will promptly advise the Funds if it has uncertainty about the meaning of an Instruction or if it appears to conflict with another Instruction, but DTI will have no liability for any delay between issuance of the initial Instruction and its receipt of a clarifying Instruction.

(f)        In addition to any other provision of this Agreement that may be applicable to a particular Instruction, DTI may include in a form of instruction constituting a Standard Instruction, in addition to appropriate functional terms and provisions, indemnification terms that are substantially similar in all material respects to indemnification terms of this Agreement and representations and covenants that DTI reasonably believes to be appropriate due to risks, liabilities or obligations incurred by or on it by virtue of acting in an agency capacity for the Funds or imposed on it by law, regulation, or governmental, regulatory or self-regulatory authority by virtue of its agency conduct.  In addition, except where a third party is acting on behalf of or for a Fund in accordance with a Written Instruction, a Written Procedure or this Agreement, DTI may require a third party who purports to be authorized to act on behalf of or for a Fund in connection with this Agreement to execute an instrument containing terms determined by DTI to be reasonable under the circumstances or may require the Fund to provide Written Instructions regarding the third party and its activities.

(g)        DTI shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, truthfulness or accuracy or lack thereof, or genuineness or lack thereof of any Instruction (Standard Instructions and Non-Standard Instructions), direction, notice, instrument or other information or communication from a Fund which DTI reasonably believes to have been given by the Fund ("Fund Communication").  DTI shall have no liability for engaging in a course of conduct in accordance with any of the foregoing provided it otherwise acts in compliance with this Agreement.  DTI shall be entitled to rely upon any Instruction it receives from an Authorized Person or from a person DTI reasonably believes to be an Authorized Person relating to this Agreement.  DTI may assume that any Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents of a Fund or this Agreement or of any vote, resolution or proceeding of a Fund's Board of Directors/Trustees or of the Fund's shareholders. 

(h)        DTI shall be obligated to engage in conduct pursuant to instructions from a Fund only if the instructions are Written Instructions (and otherwise comply with this Section 10).  DTI may, however, in its discretion, agree to engage in conduct pursuant to Oral Instructions (that comply with this Section 10) in lieu of Written Instructions with respect to a particular matter under this Agreement.  In the event DTI agrees to engage in conduct on the basis of Oral Instructions, each Fund agrees, as a condition to DTI's acceptance of the Oral Instructions, to deliver to DTI, for receipt by 6:30 PM (Eastern Time) on the same Business Day as the day the Oral Instructions were given, or by such later time as agreed to by the recipient of the Oral Instructions with respect to the particular Oral Instructions, Written Instructions which confirm the Oral Instructions, or, if authorized in an email sent by the recipient of the Oral Instructions, instructions contained in an email from an Authorized Person responding to the authorizing email of the recipient of the Oral Instructions ("Email Instructions") which confirm the Oral Instructions. In the event Written Instructions or Email Instructions, if applicable, confirming Oral Instructions are received late, are never received, or fail to contain terms which confirm the Oral Instructions in all material respects, (i) the validity, authorization and enforceability of the Oral Instructions, all actions, transactions, and conduct occurring as a result of the Oral Instructions, and DTI's ability to rely on the Oral Instructions shall not be abridged, abrogated, nullified or adversely impacted in any manner; and (ii) DTI's contemporaneous written memorialization of the Oral Instructions, if any, shall be the controlling Written Instructions in the event confirming Written Instructions or Email Instructions, if applicable, are not received or are received but fail to confirm the Oral Instructions in all material respects.

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(i)         In the event facts, circumstances, or conditions exist or events occur, other than due to Breach Conduct (as defined in Section 11(a) below), including without limitation situations contemplated by Section 10(e), and DTI reasonably determines that it must take a course of conduct in response to such situation and must receive an Instruction to direct its conduct, and DTI so notifies the relevant Fund, and the Fund fails to furnish adequate Instructions or unreasonably delays furnishing adequate Instructions ("Response Failure"): 

(i)         DTI will first endeavor to utilize internal resources to determine the appropriate course of conduct in response to the situation but will be entitled, at the Fund's sole cost and expense, to consult with legal counsel or other third parties reasonably determined by DTI to be appropriate to determine the appropriate course of conduct and the Fund will reimburse DTI for out-of-pocket expenses so incurred upon being invoiced for same; and

(ii)        DTI may implement a course of conduct on behalf of the relevant Fund and DTI will have all rights hereunder with respect to such course of conduct as if such course of conduct was taken pursuant to and contained in Written Instructions.  The Fund will pay DTI all fees reasonably charged by DTI, if any, for engaging in the particular course of conduct and reimburse DTI for all reasonably related out-of-pocket expenses incurred upon being invoiced for same.

11.       Terms Relating to Liability.  

(a)        DTI shall be liable to each Fund (or any person or entity claiming through a Fund) for Loss the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by, (i) with respect to DTI's performance of the Services, conduct constituting intentional misconduct, reckless disregard or negligence ("Breach Conduct"), and (ii) with respect to obligations under this Agreement other than those described in clause (i), for breaches of this Agreement.  As used in this Agreement, negligence shall mean conduct not commercially reasonable under the applicable circumstances.

(b)        Notwithstanding any other provision, and for all purposes, of this Agreement:  Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: natural disasters, such as floods, hurricanes, tornados, earthquakes and wildfires; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; job action by organized labor; interruption, loss or malfunction of utilities, transportation, internet or communications capabilities; or non-performance by third parties (other than contractors or subcontractors of DTI for causes other than those described herein) (all and any of the foregoing being an "Event Beyond Reasonable Control") .  Upon the occurrence of an Event Beyond Reasonable Control, the affected party shall be excused from any non-performance caused by the Event Beyond Reasonable Control for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted.

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(c)        NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, BUT SUBJECT TO THE EXPRESS EXCLUSION OF THIS SECTION 11(c) PROVIDED FOR IN THE LAST SENTENCE OF SECTION 5(d), IN NO EVENT SHALL EITHER PARTY,  ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, TRUSTEES, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES.  FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITION, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(c).

(d)        Each party shall have a duty to mitigate damages for which the other party may become responsible, including giving notice of Loss or Breach Conduct which in timing and content is commercially reasonable under the circumstances when such notice would provide the other party with an opportunity to remediate the Loss or Breach Conduct.

(e)        With respect to securities data, information and research furnished to DTI by third parties and included in the BNYM System ("Securities Data"), the Funds acknowledge that DTI and such third parties make no warranty concerning the Securities Data and DTI disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and DTI shall not in the absence of Breach Conduct be liable for Loss caused by Securities Data not being provided to it with the content and at the time which is standard for the industry or which is required for performance of any service provided for herein, including without limitation performance of the Licensed Services.

12.       Indemnification. 

(a)        DTI shall not be responsible for, and each Fund agrees to indemnify, defend and hold harmless DTI and each affiliate providing any service hereunder or an underlying component thereof in whole or in part on behalf of DTI, and the respective directors, trustees, officers, agents and employees of each (each, a "DTI Indemnified Party"), from and against any and all Losses and, solely with respect to third party claims that the Fund fails to assume the defense of or with respect to which the DTI Indemnified Party is entitled to separate counsel in accordance with Section 12(c), Attorneys Fees arising directly or indirectly from:

(i)         Any conduct of a Fund forming the basis for a third party claim against the DTI Indemnified Party (for clarification: for purposes of this Section 12(a)(i) "Claims" shall be limited to third party claims only);

(ii)        All conduct of a DTI Indemnified Party taken in the performance of the Services, other than Breach Conduct or breaches of this Agreement.  Without limiting the generality of the foregoing, this includes conduct of a DTI Indemnified Party taken in reliance on and pursuant to (A) Fund Communications; (B) where DTI is obligated to act in accordance with Applicable Law, written legal analysis or advice; (C) Section 10(i) due to a Response Failure; and (D) DTI Procedures and Exception Procedures.  For clarification: unless the express terms of Non-Standard Instructions, DTI Procedures or Exception Procedures provide otherwise, the indemnification right in this Section 12 extends to conduct taken in reliance on the foregoing but not to Breach Conduct committed in the execution  of such conduct;

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(iii)       A Fund's refusal or failure to comply with the terms of this Agreement, its negligence or willful misconduct, the breach of any representation or warranty hereunder by a Fund;

(iv)       Defaults by Dealers or shareowners with respect to payment for share orders previously entered;

(v)        The offer or sale of the Shares in violation of any requirement under federal securities laws or regulations or the securities laws or regulations of any state or in violation of any stop order or other determination or ruling by any federal agency or state with respect to the offer or sale of such Shares in such state (unless such violation results from a DTI Indemnified Party's failure to comply with Written Instructions that no offers or sales shall be permitted to be input into the Fund's securityholder records in or to residents of such state);

(vi)       Actions or omissions to act by a Fund or agents designated by either with respect to duties assumed thereby as provided for in Section 1(g) hereof; and

(vii)      a Fund Error.

Subject to the express terms of this Section 12(a), the Funds shall not be obligated to indemnify a DTI Indemnified Party, and a DTI Indemnified Party shall not be entitled to be indemnified by the Funds, against any Losses to the extent, and solely to the extent, that such Losses arose out of or were attributable: (i) with respect to DTI's performance of the Services, to conduct constituting Breach Conduct, and (ii) with respect to DTI's obligations under this Agreement other than those described in clause (i), for breaches of this Agreement.

(b)        Except with respect to conduct for which DTI is entitled to indemnification under Section 12(a) hereof, DTI shall indemnify and hold each Fund and its directors, trustees, officers, agents and employees ("Fund Indemnified Party") harmless from and against Losses and, solely with respect to third party claims that DTI fails to assume the defense of or with respect to which the Fund Indemnified Party is entitled to separate counsel in accordance with Section 12(c), Attorneys Fees arising out of or attributable to: (i) with respect to DTI's performance of the Services, to conduct constituting Breach Conduct, and (ii) with respect to DTI's obligations under this Agreement other than those described in clause (i), for breaches of this Agreement.

(c)        With respect to third party claims, where a party is entitled to indemnification under Section 12(a) or 12(b) (the "Indemnified Party") from another party hereunder (the "Indemnifying Party") and the Indemnified Party receives notice of the commencement of any action or written notification of a threatened action, to exercise its right of indemnification hereunder the Indemnified Party must notify the Indemnifying Party in writing of the notice or the written notification, as the case may be, and include therein a copy of all documentation relevant to the action it has received; but the failure so to notify the Indemnifying Party (and provide relevant documentation) will not relieve an Indemnifying Party from its obligation under Section 12(a) or 12(b) except to the extent the interests of the Indemnifying Party have been prejudiced as a proximate result of a failure to provide the required notice (and required documentation). The Indemnifying Party will be entitled to participate in, and, to the extent that it may wish, assume the defense thereof (in its own name or in the name and on behalf of any Indemnified Party, or both, with counsel reasonably satisfactory to such Indemnified Party); provided, however, if the defendants in any such action include (or will include) both the Indemnified Party and an Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be a conflict between the positions of the Indemnified Party and an Indemnifying Party in conducting the defense of any such action or that there may be legal defenses available to it which are inconsistent with those available to an Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel (in addition to local counsel) to assume such legal defense and to otherwise participate in the defense of such action on behalf of such Indemnified Party at such Indemnified Party's sole expense. Upon receipt of notice from an Indemnifying Party to such Indemnified Party of its election so to assume the defense of such action and approval by the Indemnified Party of counsel, which approval shall not be unreasonably withheld (and any disapproval shall be accompanied by a written statement of the reasons therefor), the Indemnifying Party will not be liable to such Indemnified Party hereunder for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. An Indemnifying Party will not settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action, suit or proceeding.  An Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder.  If it does so, it waives its right to indemnification therefor.

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13.       Termination. 

(a)        Termination.  This Agreement may be terminated with respect to one or more Funds and remain effective with respect to other Funds.  This Agreement will terminate automatically with respect to a Fund when such Fund is liquidated or merged out of existence or when such Fund transfers all or substantially all of its assets and liabilities to another Investment Company or Portfolio, effective upon such liquidation, merger or transfer.  A Fund may terminate this Agreement upon 12 months' prior written notice to DTI.  DTI may terminate this Agreement by giving the Funds notice in writing specifying the date of such termination, which shall be not less than 24 months after the date of receipt of such notice.  If DTI gives such notice, the Funds will have the option to extend such proposed termination date by an additional six months.  Each Fund may exercise this option by giving notice thereof to DTI in writing no less than three months prior to DTI's originally proposed termination date.  

(b)        Termination Due to Material Breach.  If a party materially breaches this Agreement (a "Defaulting Party") the other party (the "Non-Defaulting Party") may give written notice thereof to the Defaulting Party ("Breach Notice"), and if such material breach shall not have been remedied within thirty (30) days after the Breach Notice is given, then the Non-Defaulting Party may terminate this Agreement by giving written notice of termination to the Defaulting Party ("Breach Termination Notice"), in which case this Agreement shall terminate as of 11:59 PM (Eastern Time) on the 30th day following the date the Breach Termination Notice is given, or such later date as may be specified in the Breach Termination Notice.  In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party.  In the event a Breach Notice specifies that a Service Level Termination Event constitutes a material breach of the Agreement with respect to which the Breach Notice is being given (a "Material Service Level Termination Event"), the 30 day cure period provided for in the first sentence of this Section 13(b) shall not be applicable and such Breach Notice must specify the termination date.

(c)        Termination Due to Service Level Failure.  The Funds may terminate this Agreement in accordance with the provisions of the Service Level Agreement regarding Service Levels.  A Fund must give written notice of its intent to terminate this Agreement within sixty (60) days of receipt of a true and complete report of DTI evidencing the event giving rise to such right of termination under the terms of the paragraphs of the Service Level Agreement captioned "Termination" (a "Service Level Termination Event").  Such notice must specify a date no less than three nor more than twenty-four (24) months thereafter as the date upon which such termination shall be effective.  Failure to provide such notice in a timely manner (whether under this Section 13(c) or with respect to a Material Service Level Termination Event under Section 13(b) above) shall constitute a waiver in respect to the specific Service Level Termination Event (but no other).

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(d)        Early Termination Due to Change in Control of DTI.  In the event 50% or more of DTI's outstanding voting stock is acquired by an entity or group of Affiliated entities, other than Affiliates of BNYM Corporation, or an agreement is entered into which would provide for the foregoing to occur if closed in accordance with its terms, DTI shall promptly upon becoming aware of such an acquisition or agreement notify the Funds of the particular acquisition or agreement and the Funds may terminate this Agreement by providing, within 90 days of receipt of such notice, written notice of a termination under this Section 13(d), specifying the date of termination, not less than one year in advance of the termination date specified in the notice.

(e)        Termination due to Bankruptcy, Insolvency.  Notwithstanding any other provision of this Agreement, either party may in its sole discretion terminate this Agreement immediately by sending notice thereof to the other party upon the happening of any of the following: (i) the other party commences as debtor any case or proceeding under any bankruptcy, insolvency or similar law, or there is commenced against the other party any such case or proceeding; (ii)  the other party commences as debtor any case or proceeding seeking the appointment of a receiver, conservator, trustee, custodian or similar official for the other party or any substantial part of its property or there is commenced against the other party any such case or proceeding; (iii) the other party makes a general assignment for the benefit of creditors; or (iv) the other party states in any medium, written, electronic or otherwise, any public communication or in any other public manner its inability to pay debts as they come due.  A party may exercise its termination right under this Section 13(e) at any time after the occurrence of any of the foregoing events notwithstanding that such event may cease to be continuing prior to such exercise, and any delay in exercising this right shall not be construed as a waiver or other extinguishment of that right.  Any exercise by a party of its termination right under this Section 13(e) shall be without any prejudice to any other remedies or rights available to such party and shall not be subject to any fee or penalty, whether monetary or equitable.  Notwithstanding clause (iii) of Section 15, notice of termination under this Section 13(e) shall be considered given and effective when given, not when received.

(f)        In the event of a termination, if a Fund requests Conversion Actions (as defined below) in connection with the termination , DTI shall make a good faith effort to perform the Conversion Actions and facilitate a conversion to a successor service provider; provided, however, unless DTI is provided with one-year advance notice of the termination, as is provided for in Section 13(a), DTI does not guarantee that it will be able to effect a conversion to a successor service provider by the date requested by the Fund.

(g)        (i)         In the event of termination, all expenses, which includes out-of-pocket expenses, of DTI ("Conversion Expenses") associated with any transfer or movement of files, records and other information and materials to the Funds or to a successor service provider, any conversion of files, records and other information and materials to one or more formats or specifications different than those used by the BNYM System and any other activities engaged in by DTI which are ancillary to the foregoing or customarily performed in connection with conversions following a termination (such transfer, conversion and other activities being referred to collectively herein as the "Conversion Actions") will be borne by the Funds.  Prior to the date of the first of any such transfers or conversions, and as a condition to such, the Funds shall pay to DTI the amounts equal to:  (A) the Conversion Expenses, including without limiting the generality of the foregoing, (I) reasonable expenses incurred by DTI associated with conversion to a successor service provider, (II) reasonable expenses associated with the transfer or duplication of records and materials, and (III) reasonable expenses associated with the conversion of records or materials; (B) reasonable trailing expenses (expenses incurred by DTI in providing services after a termination of this Agreement or after any transfer or conversion of files and records occurring in connection with the termination, such as, without limiting the generality of the foregoing, answering general shareholder inquiries, furnishing historical shareholder account information to authorized parties, providing tax services with respect to transactions occurring before the termination such as the filing of final tax forms, maintaining a Service Account for Fund checks not yet cleared, and compliance with any record retention requirements); and (C) Fees and Reimbursable Expenses for services performed hereunder through and including such date, excluding any amounts included in the amounts described in clauses (A) or (B) above. 

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            (ii)        The Technology Personnel shall perform all work in connection with the Conversion Actions that is appropriate and reasonable for the Technology Personnel to perform and any hours spent by Technology Personnel performing such work shall be counted toward satisfying the requirement set forth in the first sentence of Section 3(d)(2)(A). 

(iii)       Notwithstanding Sections 13(g)(i), in the event of a termination by the Funds under Section 13(b), including a termination for a Material Service Level Termination Event, or under Section 13(e), the Funds shall not be obligated to pay DTI for any Conversion Expenses.

(iv)       In addition, in the event of termination, if DTI continues to perform any Conversion Actions or provides any other services hereunder other than those specifically contemplated and invoiced as trailing expenses pursuant to subsection (g)(i) above, beyond any termination date or time specified in any notice, after a transfer or conversion of files and records, or in any other manner ("Continuation Services"), the Funds shall be obligated to pay DTI immediately upon being invoiced therefor, all reasonable Fees and Reimbursable Expenses associated with the Continuation Services; provided, however, in the event of a termination by the Funds under Section 13(b), including a termination for a Material Service Level Termination Event, the Funds shall not be obligated to pay DTI for any Continuation Services that constitute Conversion Actions.

14.       Policies and Procedures. 

(a)        The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI shall provide the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("Standard Procedures"), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures.  BNYM may embody in the Standard Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("Industry Standard") and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law.  DTI shall notify the Funds of material changes to Standard Procedures in a timely manner.

(b)        Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures").  DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned.

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(c)        Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, which would require a Service to be provided hereunder other than in accordance with the Standard Procedures, or if DTI is requested by the Funds, or a third party authorized to act for the Funds, to deviate from a Standard Procedure in connection with the performance of a service hereunder (collectively, "Exception Procedures"): 

(i)         DTI shall not be obligated to perform any particular Exception Procedure.  However, DTI shall in good faith consider developing and implementing an Exception Procedure:  if the Funds agree in a prior written authorization to reimburse DTI for all costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure.  The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception Research reasonably requested by DTI at the Funds' cost and expense. 

(ii)        Following receipt of all requested Exception Research, DTI may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedure.

(iii)       DTI reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Procedure for a bona fide legal, commercial or business reason.

(d)        The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". 

(e)        In the event that the Funds request documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the Funds, but the Funds agree to reimburse DTI for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

15.       Notices.   Notices permitted or required by this Agreement shall be in writing and:

(i)         addressed as follows, unless a notice provided in accordance with this Section 15 shall specify a different address or individual: 

(A)       if to DTI, to Dreyfus Transfer, Inc. at 200 Park Avenue, New York, New York 10166, Attention:  President; with a copy to The Dreyfus Corporation at 200 Park Avenue, New York, New York 10166, Attention:  Senior Counsel – Transfer Agency; and

(B)       if to a Fund, to the Dreyfus Family of Funds, c/o The Dreyfus Corporation at 200 Park Avenue, New York, New York  10166, Attention:  President, with a copy to David Stephens, Esq., Stroock & Stroock & Lavan LLP at 180 Maiden Lane, New York, New York 10038.

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(ii)        delivered: by hand (personal delivery by an Authorized Person to addressee); private messenger, with signature of recipient; U.S. Postal Service (with return receipt or other delivery verification provided); overnight national courier service, with signature of recipient; facsimile sending device providing for automatic confirmation of receipt; and

(iii)       deemed given on the day received by the receiving party.

16.       Amendments. 

(a)        This Agreement, or any term thereof, including without limitation the Schedules and Exhibits hereto, may be changed or waived only by a written amendment, signed by the party against whom enforcement of such change or waiver is sought.

(b)        In the event that any Investment Company for which an Affiliate of DTI serves as investment adviser, in addition to those listed on Schedule B, desires to have DTI render Services as transfer agent under the terms hereof, it shall so notify DTI in writing, and if DTI agrees to provide such services, such Investment Company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth herein.  In the event that any Investment Company listed on Schedule B establishes one or more Portfolios in addition to those set forth on Schedule B with respect to which it desires to have DTI render services as transfer agent under the terms hereof, it shall so notify DTI in writing, and if DTI agrees to provide such services, such Portfolio shall become a Fund hereunder.

17.       Assignment; Subcontracting. 

(a)        Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void.  A merger in which DTI is not the surviving entity, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law ("Corporate Transaction") shall be considered a "transfer" under this Section.  Notwithstanding the foregoing:  DTI may assign or transfer this Agreement (A) to the extent a transaction described in Section 13(d) constitutes an assignment or transfer, subject to the provisions of Section 13(d), and (B) to any entity, or in connection with any Corporate Transaction, other than that provided for in clause (A) above, upon the consent of the Funds.  

(b)        DTI may subcontract to provide (i) any service hereunder or component thereof with any other wholly-owned Affiliate of BNYM Corporation, (ii) any technology service hereunder or component thereof with any person or entity, and (iii) any service hereunder or component thereof not a technology service upon the prior written consent of the Funds.  Any such subcontracting shall not relieve DTI of any of its liabilities hereunder.

18.       Facsimile Signatures; Counterparts.   This Agreement may be executed in one more counterparts; such execution of counterparts may occur by manual signature, facsimile signature, manual signature transmitted by means of facsimile transmission or manual signature contained in an imaged document attached to an email transmission; and each such counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument.  The exchange of executed copies of this Agreement or of executed signature pages to this Agreement by facsimile transmission or as an imaged document attached to an email transmission shall constitute effective execution and delivery hereof and may be used for all purposes in lieu of a manually executed copy of this Agreement.

19.       Miscellaneous.  

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(a)        Entire Agreement.  This Agreement embodies the final, complete, exclusive and fully integrated record of the agreement of the parties on the subject matter herein and supersedes all prior agreements and understandings relating to such subject matter.

(b)        No Changes that Materially Affect Obligations.  The Funds agree that if any action taken or to be taken by a Fund that would reasonably be expected to require the transfer agent of the Fund to perform new services or to increase the scope of existing services performed for the Fund, or that would increase obligations of a Fund that the Fund would expect DTI to fulfill by virtue of the existence of this Agreement, including without limitation modifying the registration statement of a Fund or other Shareholder Materials of a Fund or adopting or modifying any Fund policies, the Funds will promptly notify DTI.  For clarification:  The extent of DTI's obligations with respect to any such notifications are provided for exclusively in Sections 1(c) or 1(d) and Section 9(d).

(c)        Captions.  The captions in this Agreement are included for conve­nience of reference only and in no way define or delimit any of the provi­sions hereof or otherwise affect their construction or effect.

(d)        Several Obligations.  The obligations under this Agreement of each Fund shall only be binding upon the assets and property of such Fund and shall not be binding upon any assets or property of any member of the Fund's Board of Directors/Trustees, Fund officer or shareholder of the Fund individually.  Notwithstanding any other provision in this Agreement to the contrary, the relationship and agreements set forth in this Agreement with respect to each Investment Company that is a party hereto shall be several, separate and distinct from those of each other Investment Company that is a party hereto to the same effect as would be the case if a separate agreement in the form hereof was executed by each such Investment Company without execution thereof by any other Investment Company.  The obligations under this Agreement of each Fund that is a Portfolio of an Investment Company shall only be binding upon the assets or property of such Portfolio and shall not be binding upon the assets or property of any other Portfolio of such Investment Company.  DTI acknowledges that, for any Investment Company that is a party hereto organized as a Massachusetts business trust, such Investment Company's Agreement and Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts.

(e)        Governing Law.  This Agreement shall be deemed to be a contract made in New York and governed by New York law, without regard to its principles of conflicts of law that would apply the law of another jurisdiction.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The Uniform Computer Information Transaction Act drafted by the National Conference Of Commissioners On Uniform State Laws, or a version thereof, or any law based on or similar to such Act ("UCITA"), if and as adopted by the jurisdiction whose laws govern with respect to this Agreement in any form, shall not apply to this Agreement or the activities contemplated hereby.  To the extent UCITA is applicable notwithstanding the foregoing, the parties agree to opt out of the applicability of UCITA pursuant to the "opt out" provisions contained therein.

(f)        Partial Invalidity.  If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

(g)        Parties in Interest.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.  The provisions of this Agreement are intended to benefit only DTI and the Funds and their respective permitted agents, successors and assigns.  No rights shall be granted to any other person by virtue of this Agreement, and there are no third party beneficiaries hereof.

(h)        No Representations or Warranties.  Except as expressly provided in this Agreement, DTI hereby disclaims all representations and warranties made to each Fund or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement.  DTI disclaims any warranty of title or non-infringement except as expressly set forth in this Agreement.

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(i)         Customer Identification Program Notice.  To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003.  Certain of DTI's affiliates are financial institutions, and DTI may, as a matter of policy, request (or may have already requested) the name, address and taxpayer identification number or other government-issued identification number of a Fund, and others, and, if such other is a natural person, that person's date of birth.  DTI may also ask (and may have already asked) for additional identifying information, and DTI may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements.

(j)         Compliance with Law.  Each of DTI and the Funds agree to comply in all material respects with its respective Applicable Law.

(k)        Requests to Transfer Information to Third Parties.  In the event that a Fund, whether pursuant to Written Instructions or otherwise, requests or instructs DTI to send, deliver, mail, transmit or otherwise transfer to a Third Party (as defined below) or to make available to a Third Party for retrieval from within the BNYM System, information which constitutes Confidential Information of the Fund or non-public personal information of current or former investors in the Fund ("Protected Information"):  DTI may decline to provide the information requested on the terms contained in the request, due to the requirements of Regulation S-P of the SEC, due to technical specifications or other requirements of the requested transfer that cannot be supported or for another Bona Fide Reason, but will in good faith discuss the request and attempt to accommodate the Fund with respect to the request, and DTI will not be obligated to act on any such request unless it agrees in writing to the terms of the information transfer.  In the event DTI so agrees in writing to transfer information or make it available within the BNYM System:  The Fund shall pay a reasonable fee for such activities, if it has agreed to such fee in advance, upon being invoiced for same by DTI; DTI shall have no liability or duty with respect to such information after it releases the information or makes it available within the BNYM System, provided DTI does not commit Breach Conduct when executing the express instructions of the written information transfer request; and DTI shall be entitled to the indemnification provided for at Section 12 in connection with the activities contemplated by any such written information transfer request.  "Third Party" means a person which is not (i) a contractor or subcontractor of DTI, (ii) the DTCC, NSCC or other SEC-registered clearing corporation, (iii) the person about whom the Protected Information relates, and (iv) a person who in the ordinary course of the Fund's business receives Protected Information, is subject to the jurisdiction of the SEC or Board of Governors of the Federal Reserve System and is required by federal law to maintain the confidentiality and privacy of the Protected Information being transmitted to or retrieved by it.

(l)         Service Indemnifications; Survival.  Any indemnification provided to DTI by the Funds in connection with any service provided under this Agreement, including by way of illustration and not limitation, indemnifications provided in connection with Non-Standard Instructions and indemnifications contained in any agreements regarding Exception Procedures ("Service Indemnifications"), shall survive any termination of this Agreement.  In addition, Sections 2(b), 4, 5, 7, 9(f), 11, and 12 and provisions necessary to the interpretation of such Sections and any Service Indemnifications and the enforcement of rights conferred by any of the foregoing shall survive any termination of this Agreement.  In the event the Board of Directors/Trustees of a Fund authorizes a liquidation of the Fund or termination of this Agreement, DTI may require as a condition of any services provided in connection with such liquidation or termination that the Fund make provisions reasonably satisfactory to DTI for the satisfaction of contingent liabilities outstanding at the time of the liquidation or termination.

(m)       Further Actions.  Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

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Page 59

IN WITNESS WHEREOF, the parties hereto have caused this Transfer Agency Agreement to be executed as of the day and year first above written.

DREYFUS TRANSFER, INC.                                      THE INVESTMENT COMPANIES LISTED                                                                                        ON SCHEDULE A OTHER THAN BNY                                                                                            MELLON FUNDS TRUST

By: /s/  Patrick Synan                                              By: /s/  Bradley J. Skapyak                        

Name:  Patrick Synan                                                  Name:  Bradley J. Skapyak

Title:    President                                                          Title:    President

BNY MELLON FUNDS TRUST

By: /s/  David K. Mossman                        

Name:  David K. Mossman

Title:    President

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SCHEDULE A

Definitions

As used in this Agreement:         

"1933 Act" means the Securities Act of 1933, as amended.

"1934 Act" means the Securities Exchange Act of 1934, as amended.

"1940 Act" means Investment CompanyAct of 1940, as amended.

"ACH" means Automated Clearing House.

"Affiliate" means an entity controlled by, controlling or under common control with the subject entity, (with "control" for this purpose defined to mean direct or beneficial ownership of 50% or more of the equity interests of an entity and possession of the power to elect 50% or more of the entity's directors, trustees or similar persons performing policy-making functions).

"Applicable Law" means (i) when used with respect to a particular entity, the laws, rules and regulations applicable to the business of that entity, and (ii) when used in the context of a Service to be performed by DTI hereunder, the laws, rules and regulations applicable to the Funds with respect to the particular Service subject, with respect to changes to such laws, rules and regulations after the Effective Date or new laws, rules or regulations after the Effective Date, to the operation of Section 1(c).

"Attorneys Fees" means all attorneys' fees, court costs, travel costs and other reasonable out-of-pocket costs and expenses related to the investigation, discovery, litigation, settlement, mediation or alternative dispute resolution of a third party claim.

"Authorized Person" means any officer of a Fund and any other person duly authorized by the Fund in a manner reasonably satisfactory to DTI to give Instructions on behalf of the Fund.  Any limitation on the authority of an Authorized Person to give Instructions must be expressly set forth in a written document signed by both parties.

"BNY Mellon Bank" means The Bank of New York Mellon, a New York chartered commercial bank and its lawful successors and assigns.

"BNYM Corporation" means The Bank of New York Mellon Corporation and its lawful successors and assigns

"Claim" means any claim, demand, suit, action, obligation, liability, suit, controversy, breach, proceeding or allegation of any nature, including any threat of any of the foregoing and regardless of the form of action or legal theory or forum.

"Code" means the Internal Revenue Code of 1986, as amended.

"conduct" or "course of conduct" means a single act, two or more acts, a single instance of an action not being taken or of forbearance given, two or more instances of an action not being taken or of forbearance given, or any combination of the foregoing.

"E-deliver" or "E-delivery" means the transmission by electronic mail (1) of information or a document in the body of, or as an attachment to, an electronic mail message or (2) of a notice to the recipient that information or a document is available by accessing a specified Web site, and providing an electronic link to such Web site in the body of the electronic mail message, in each case, subject to Section 1(c), in compliance with publicly-available positions and interpretations of the SEC and/or its staff.

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"Effective Date" means May 29, 2012 or, with respect to an Investment Company or Portfolio that is not a Fund hereunder as of May 29, 2012, the date following the completion of all implementation services.

"FinCEN" means the Financial Crimes Enforcement Network of the U.S. Department of the Treasury.

"FINRA" means the Financial Industry Regulatory Authority, Inc.

"Fund Error" means a Fund or a third party acting on behalf of the Fund or conveying Fund data or information committing an error, furnishing inaccurate, incorrect or incomplete data or information to DTI or by other act or omission requiring Remediation Services. 

"Fund Shares" (see "Shares").

"Funds' AML Compliance Officer" means the person who has been appointed the AML Compliance Officer of the Funds.

"Instructions" means Oral Instructions and Written Instructions considered collectively or individually.

"Investment Company" means an entity registered with the SEC under the 1940 Act as an open-end investment company.

"Loss" and "Losses" means any one, or any series of related, losses, costs, damages, expenses, awards, judgments, assessments, fines, penalties, payments, reimbursements, adverse consequences, liabilities or obligations of any nature, including without limitation any of the foregoing arising out of any Claim and all costs of litigation or threatened litigation such as but not limited to court costs, costs of counsel, discovery, experts, settlement and investigation.

"NAV" means a Fund's net asset value.

"Oral Instruction" means an instruction received by DTI from an Authorized Person (or a person reasonably believed by DTI to be an Authorized Person) that is not a Written Instruction.

"Portfolio" means each separate subdivision of the Investment Company, whether characterized or structured as a portfolio, series or otherwise.

"Prospectus" shall mean a Fund's prospectus and statement of additional information incorporated by reference therein, in each case as revised or supplemented through the date of reference.

"Red Flags Requirements" shall mean Section 114 of the Fair and Accurate Credit Transaction Act of 2003 and regulations promulgated thereunder by the Federal Trade Commission.

"Remediation Services" means the additional services required to be provided hereunder by DTI in connection with a Fund Error in order to correct, remediate, adjust, reprocess, repeat, reverse or otherwise modify conduct previously taken in accordance with this Agreement to achieve the outcome originally intended by the previous conduct.

"SEC" means the U.S. Securities and Exchange Commission.

"Securities Laws" means the 1933 Act, the 1934 Act and the 1940 Act.

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"Shareholder Materials" means a Fund's Prospectus and any other materials relating to a Fund provided to Fund shareholders by the Fund.

"Shares" or "Fund Shares" means the common stock or other units of beneficial interest of each Fund.

"Summary Prospectus" means a prospectus that meets the requirements of Rule 498 under the 1933 Act.

"Written Instruction" means:

(1)        a written instruction:

(i)         which is signed by an Authorized Person (or a person reasonably believed by DTI to be an Authorized Person), and if the written instruction applies to a specific Fund, a written instruction signed by an Authorized Person of the relevant Fund (or a person reasonably believed by DTI to be such an Authorized Person),

(ii)        in the case of a Form, which is acknowledged in writing by DTI on the Form where such acknowledgement is reasonably required by DTI for control purposes,

(iii)       which is addressed to and received by DTI, and 

(iv)       which is delivered by:

(A)       hand (personally delivery by the Authorized Person),

(B)       private messenger, U.S. Postal Service or overnight national courier which provides confirmation of receipt with respect to the particular delivery,

(C)       facsimile sending device which provides automatic confirmation of the standard details of receipt, or

(D)       an email which contains a scanned copy with the .pdf extension (or similar extension indicating a fixed image) to an employee of DTI specifically designated in writing by DTI as authorized to receive emails from the Funds with attachments that will constitute Written Instructions;

(2)        trade instructions transmitted to and received by DTI by means of an electronic transaction reporting system which requires use of a password or other authorized identifier in order to gain access;

(3)        where DTI has agreed to engage in conduct in accordance with spoken instructions received from an Authorized Person during the daily operations conference call, an email containing such instructions in the body of the email sent by the Authorized Person to an employee designated by DTI during the conference call to receive the email; or

(4)        where a DTI employee has by email authorized an Authorized Person to send DTI instructions relating to a specific matter by email, the email sent to the authorizing DTI employee containing instructions with respect to the specific matter cited in the authorizing email.

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INDEX OF DEFINED TERMS

Term	Location
19(a) Statement	§ 3(a)(3)
1933 Act	Schedule A
1934 Act	Schedule A
1940 Act	Schedule A
314(a) Procedures	§ 3(b)(4)
Account	§ 3(c)(1)(i)(G)
Account Credit	§ 3(e)(5)(A)
Account Fees	§ 3(e)(5)(B)
ACH	Schedule A
Affiliate	Schedule A
Affiliated Third Party Institution	§ 3(e)(1)
Agreement	Preamble
Agreement Records	§ 6(a)
AML	§ 3(b)(l)(A)(ii)
AML Services	§ 3(b)
Applicable Law	Schedule A
Appropriate List Matching Data	§ 3(b)(5)(D)
Attorneys Fees	Schedule A
Audit	§ 6(b)
Audit File	§ 3(a)(10)(iv)
Authorized Person	Schedule A
Back-Up Facilities	§ 8(a)
Bank Charges	§ 3(e)(5)(E)
BCP Test Group	§ 8(c)
Beneficiary	§ 3(a)(9)(A)(i)
Blue Sky Information	§ 3(a)(22)(i)
BNY Mellon Bank	Schedule A
BNYM	Background
BNYM Corporation	Schedule A
BNYM Equipment	Sub-Agreement
BNYM System	Sub-Agreement
Bona Fide Reason	§ 10(c)
Books And Records Laws	§ 2(a)
Breach Conduct	§ 11(a)
Breach Notice	§ 13(b)
Breach Termination Notice	§ 13(b)
Business Continuity Plan	§ 8(b)
Business Day	§ 1(b)
Carryover Account Credit	§ 3(e)(5)(B)
Carryover Months	§ 3(e)(5)(B)
CIP Regulations	§ 3(b)(3)(A)
Claim	Schedule A
Code	Schedule A
COLD	Sub-Agreement
Commercially Infeasible	§ 1(d)(2)
commercially reasonable	§ 6(a)
Comparison Results	§ 3(b)(4)
Compliance Failures	§ 3(a)(8)(ii)
conduct	Schedule A
Confidential Information	§ 4(b)
Continuation Services	§ 13(g)(iii)
Contract Year	§ 3(d)(2)(A)(i)
control affiliates	§ 3(b)(6)(D)
Controls	§ 3(c)(1)(i)
Conversion Actions	§ 13(g)(i)
Conversion Expenses	§ 13(g)(i)
Corporate Transaction	§ 17(a)
course of conduct	Schedule A
Covered Account	§ 3(c)(1)(i)(F)
Covered Person	§ 3(c)(1)(i)(D)
CPI	§ 9(c)
Credited Hours	§ 3(j)
Customer	§ 3(b)(3)(A)(i)
Custody Account	§ 3(e)(2)(A)
Day 2 Services	§ 3(j)
Data Elements	§ 3(b)(3)(A)(i)
DDAs	§ 3(a)(17)(v)
Dealer	§ 2(a)
Defaulting Party	§ 13(c)
Designated Service Accounts	§ 3(e)(5)(E)
Determination Date	§ 3(d)(2)(A)(vii)
Determination Date Amount	§ 3(d)(2)(A)(vi)
Direct Account	§ 3(c)(1)(i)(E)
Director	§ 3(b)(5)(A)(iii)
Disaster	§ 8(a)
Documentation	Sub-Agreement
Down-To-Date Calculations	§ 3(a)(9)(F)(v)
Downward Increment	§ 3(d)(2)(A)(v)(bb)
DRAS	Sub-Agreement
Dreyfus Data	Sub-Agreement
Dreyfus System	Sub-Agreement
DTI	Preamble
DTI Account Documentation	§ 3(a)(9)(A)(ii)
DTI Audits	§ 6(a)
DTI Indemnified Party	§ 12(a)
DTI Procedures	§ 14(b)
E-delivery	Schedule A
Effective Date	Schedule A
Eligible Assets	§ 3(a)(9)(A)(iii)
Eligible Property	§ 3(a)(8)(i)(B)
Email Instructions	§ 10(h)
Event Beyond Reasonable Control	§ 11(b)
Exception Research	§ 14(c)(i)
Exception Procedures	§ 14(c)
Excess Account Credit	§ 3(e)(5)(B)
Excluded Shareholders	§ 3(a)(5)(v)
Excluded Tax Forms	§ 3(a)(5)(v)
External Research	§ 10(d)(i)
FATCA	§ 3(a)(16)(vi)
Fee Agreement	§ 9(a)
Fee Credits	§ 3(i)(1)
Fees	§ 9(a)
First Year	§ 3(d)(2)(A)(i)
First Year Ending Date	§ 3(d)(2)(A)(i)
FFI Regulations	§ 3(b)(2)(A)
FinCEN	Schedule A
FINRA	Schedule A
Foreign Financial Institution	§ 3(b)(2)(A)(i)
Form	§ 10(b)
FSR	Sub-Agreement
Fund	Preamble
Fund AML Laws	§ 3(b)(11)
Fund Communication	§ 10(g)
Fund Custodian	§ 3(a)(2)(iii)
Fund Data	§ 3(b)(5)(A)
Fund Error	Schedule A
Fund FSR Information	§ 3(d)(1)
Fund Indemnified Party	§ 12(b)
Fund Registry	§ 3(c)(1)(i)(C)
Fund Shares	Schedule A
Funds' AML Compliance Officer	Schedule A
GAMA Software	§ 3(d)(1)
GAMA System	§ 3(d)(1)
Identification Data	§ 3(a)(8)(iii)
Identity Theft	§ 3(c)(1)(i)(B)
in good order	§ 3(a)(9)(A)(v)
Indemnified Party	§ 12(c)
Indemnifying Party	§ 12(c)
Industry Standard	§ 14(a)
Information Requests	§ 3(b)(4)
Information Security Program	§ 5(c)(1)
Initial Allocation	§ 3(d)(2)(A)(ii)
Instructions	Schedule A
Internal Research	§ 10(d)(i)
Investment Company	Schedule A
IRS	§ 3(a)(3)
ISP Tests	§ 5(c)(2)
Legal Process Items	§ 3(a)(18)(ii)
Licensed Services	Sub-Agreement
Licensed Systems	Sub-Agreement
Lion Software	§ 3(d)(1)
Lion System	§ 3(d)(1)
Lion Web Application	§ 3(d)(1)
Loss, Losses	Schedule A
Lost Shareholder Rule	§ 3(a)(7)
Massachusetts Privacy Regulation	§ 5(b)
Material Service Level Termination Event	§ 13(b)
Middle Year Commencement Date	§ 3(d)(2)(A)(i)
Middle Years	§ 3(d)(2)(A)(i)
NAV	Schedule A
NCCT List	§ 3(b)(5)(A)(ii)
Networking	§ 3(a)(15)(i)
New Fund Industry Service	§ 1(c)(1)
New Fund Service	§ 1(c)(2)
New General Industry Service	§ 1(c)(1)
New Industry Requirement	§ 1(c)(1)
New Industry Service	§ 1(c)(1)
New Legal Requirement	§ 1(c)(1)
New Operations Requirement	§ 1(c)(1)
New Service	§ 9(d)
NFFE	§ 3(a)(16)(vi)(D)
Non-Defaulting Party	§ 13(b)
Non-Standard Instruction	§ 10(c)
NSCC	§ 3(a)(15)
NSCC Participants	§ 3(a)(15)(ii)
NYSE	§ 1(b)
OFAC	§ 3(b)(5)(A)(i)
OFAC Lists	§ 3(b)(5)(A)(i)
Oral Instruction	Schedule A
Owner	§ 3(a)(9)(A)(vi)
Package	§ 3(a)(10)(iii)
Periodic Statements	§ 3(a)(5)(ii)
Personal Data	§ 5(a)
Personal Information	§ 5(a)
PMLC Determination	§ 3(b)(5)(A)(iii)
Portfolio	Schedule A
Possible Identity Theft	§ 3(c)(1)(iii)
PRAT	Sub-Agreement
Primary Facilities	§ 8(a)
Print Items	§ 3(a)(10)(ii)(B)
Proposed Service Provider	§ 1(g)
Proposed TFA Documentation Change	§ 3(a)(9)(C)
Prospectus	Schedule A
Protected Information	§ 19(k)
Quality Error	§ 3(a)(10)(iii)
Red Flag	§ 3(c)(1)(i)(A)
Red Flags Requirements	Schedule A
Red Flags Services	§ 3(c)(1)
Registered Owner	§ 3(c)(1)(i)(C)
Reimbursable Expenses	§ 9(a)
Regulators	§ 6(b)
Remediation Services	Schedule A
Requirements Change	§ 9(d)(v)
Requested Service	§ 1(d)(1)
Research	§ 10(d)(i)
Response Failure	§ 10(i)
RMDs	§ 3(a)(9)(E)(vii)
Rule 38a-1	§ 3(k)
SAR	§ 3(b)(4)
SAR Confidential Information	§ 3(b)(6)(D)
SEC	Schedule A
Securities Data	§ 11(e)
Securities Laws	Schedule A
Security Breach	§ 5(d)
Services	§ 1(a)
Service Account Bank	§ 3(e)(3)
Service Accounts	§ 3(e)(1)
Service Indemnifications	§ 19(l)
Service Level Agreement	§ 3(i)(1)
Service Level Termination Event	§ 13(c)
Service Levels	§ 3(i)(1)
Shareholder Materials	Schedule A
Shares	Schedule A
Specific Instructions	§ 3(a)(9)(E)(ii)(aa)
Standing Instructions	§ 3(a)(9)(E)(ii)(bb)
Standard Instructions	§ 10(b)
Standard Procedures	§ 14(a)
Sub-Agreement	Background
Summary Prospectus	Schedule A
Supersheet	§ 3(a)(17)(i)
Tax Favored Accounts	§ 3(a)(9)(A)(iv)
Tax Forms	§ 3(a)(5)(v)
Technology Hours	§ 3(d)(2)(A)(iv)
Technology Personnel	§ 3(d)(2)(A)(ii)
Technology Personnel Number	§ 3(d)(2)(A)(v)
Technology Services	§ 3(d)(2)(A)(iii)
Termination Year	§ 3(d)(2)(A)(i)
TFA Authorized Person	§ 3(a)(9)(A)(vii)
TFA Custodian	§ 3(a)(9)(B)
Third Party	§ 19(k)
Third Party Auditor	§ 6(a)
Third Party Institution	§ 3(e)(1)
UCITA	§ 19(e)
Unclaimed Property Laws	§ 3(a)(8)(i)
Unclaimed Property Services	§ 3(a)(8)(i)
United States	§ 3(a)(8)(i)(A)
Unnecessary Personal Data	§ 5(a)
Updates	Sub-Agreement
Upward Increment	§ 3(d)(2)(A)(v)(aa)
U.S. Government Lists	§ 3(b)(5)(A)
Written Instruction	Schedule A
Written Procedures	§ 14(d)

Page 64

SCHEDULE B

Funds

Name of Investment Company

and each Series of the Investment Company (if any)

        Advantage Funds, Inc.

                     Dreyfus Global Absolute Return Fund                                                                

                     Dreyfus Global Dynamic Bond Fund                                                                  

                     Dreyfus Global Real Return Fund                                                                        

                     Dreyfus International Value Fund                                                                       

                     Dreyfus Opportunistic Midcap Value Fund                             
                     Dreyfus Opportunistic Small Cap Fund                                                              
                     Dreyfus Opportunistic U.S. Stock Fund                                                               

                     Dreyfus Strategic Value Fund                                                                               

                     Dreyfus Structured Midcap Fund                                                                         

                     Dreyfus Technology Growth Fund                                                                       

                     Dreyfus Total Emerging Markets Fund                                                               

                     Dreyfus Total Return Advantage Fund                                                               

                     Global Alpha Fund                                                                                                  

             BNY Mellon Funds Trust                                                                                                     

                     BNY Mellon Asset Allocation Fund                                          
                       BNY Mellon Bond Fund                                                                                        

                     BNY Mellon Corporate Bond Fund                                          

                     BNY Mellon Emerging Markets Fund                                                                 

                     BNY Mellon Focused Equity Opportunities Fund                  

                     BNY Mellon Income Stock Fund                                                                         

                     BNY Mellon Intermediate Bond Fund                                                                

                     BNY Mellon Intermediate U.S. Government Fund                

                     BNY Mellon International Appreciation Fund                                                  

                     BNY Mellon International Equity Income Fund                                               

                     BNY Mellon International Fund                                                                           

                     BNY Mellon Large Cap Market Opportunities Fund             

                     BNY Mellon Large Cap Stock Fund                                         

                     BNY Mellon Massachusetts Intermediate Municipal Bond Fund                 

                     BNY Mellon Money Market Fund                                                                       

                     BNY Mellon Mid Cap Stock Fund                                                                       

                     BNY Mellon Municipal Opportunities Fund                            

                     BNY Mellon National Intermediate Municipal Bond Fund 

                     BNY Mellon National Municipal Money Market Fund                                   

                     BNY Mellon National Short-Term Municipal Bond Fund    

                     BNY Mellon New York Intermediate Tax-Exempt Bond Fund                     

                     BNY Mellon Pennsylvania Intermediate Municipal Bond Fund                   

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

                     BNY Mellon Small Cap Stock Fund                                         

                     BNY Mellon Small/Mid Cap Fund                                                                       

                     BNY Mellon Tax-Sensitive Large Cap Multi Strategy Fund

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

                        CitizensSelect Funds                                                                                                             

                      CitizensSelect Prime Money Market Fund                              

                      CitizensSelect Treasury Money Market Fund                                                   

        Dreyfus Appreciation Fund, Inc.                                                                                        

        Dreyfus BASIC Money Market Fund, Inc.                                           

        Dreyfus BASIC U.S. Mortgage Securities Fund                                                              

Page 65

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

        The Dreyfus Fund Incorporated                                                                                        

                        Dreyfus Funds, Inc.                                                                                                    

                      Dreyfus Mid-Cap Growth Fund                                                                           

        Dreyfus Government Cash Management Funds                                                            

                     Dreyfus Government Cash Management                                                           

                     Dreyfus Government Prime Cash Management                                               

        Dreyfus Growth and Income Fund, Inc.                                                                           

        Dreyfus Index Funds, Inc.                                                                                                   

                     Dreyfus International Stock Index Fund                                                            

                     Dreyfus S&P 500 Index Fund                                                                               

                     Dreyfus Smallcap Stock Index Fund                                        
                        Dreyfus Institutional Cash Advantage Funds                                                                 

                     Dreyfus Institutional Cash Advantage Fund                           

        Dreyfus Institutional Preferred Money Market Funds                                                   

                     Dreyfus Institutional Preferred Money Market Fund                                       

                     Dreyfus Institutional Preferred Plus Money Market Fund    

              Dreyfus Institutional Reserves Funds                                                                               

                        Dreyfus Institutional Reserves Treasury Prime Fund                                       

                      Dreyfus Institutional Reserves Treasury Fund                                                  

                      Dreyfus Institutional Reserves Money Fund                          

        Dreyfus Intermediate Municipal Bond Fund, Inc.                               

                        Dreyfus International Funds, Inc.                                                                                      

                     Dreyfus Brazil Equity Fund                                                                                   

                     Dreyfus Emerging Markets Fund                                                                          

                        Dreyfus Investment Grade Funds, Inc.                                                                             

                     Dreyfus Inflation Adjusted Securities Fund                             

                     Dreyfus Intermediate Term Income Fund                               

                     Dreyfus Short Term Income Fund                                                                       

                        Dreyfus Investment Funds                                                                                                  

                      Dreyfus/The Boston Company Large Cap Core Fund                                    

                      Dreyfus/The Boston Company Small Cap Value Fund                                  

                      Dreyfus/The Boston Company Small Cap Growth Fund    

                      Dreyfus/The Boston Company Small/Mid Cap Growth Fund                      

                      Dreyfus/The Boston Company Small Cap Tax-Sensitive Equity Fund       

                      Dreyfus/The Boston Company Emerging Markets Core Equity Fund         

                      Dreyfus/Standish Fixed Income Fund                                                                

                      Dreyfus/Standish Global Fixed Income Fund                                                   

                      Dreyfus/Standish International Fixed Income Fund                                       

                      Dreyfus/Standish Intermediate Tax Exempt Bond Fund                               

                      Dreyfus/Newton International Equity Fund                           

                        Dreyfus Investment Portfolios                                                                                           

                     Core Value Portfolio                                                                                               

                     MidCap Stock Portfolio                                                                                         

                      Small Cap Stock Index Portfolio                                                                         

                     Technology Growth Portfolio                                                     

                        The Dreyfus/Laurel Funds, Inc.                                                                                         

                     Dreyfus AMT-Free Municipal Reserves                                                              

                     Dreyfus BASIC S&P 500 Stock Index Fund                           

                     Dreyfus Bond Market Index Fund                                                                       

                     Dreyfus Core Equity Fund                                                                                     

                     Dreyfus Disciplined Stock Fund                                                                            

                     Dreyfus Money Market Reserves                                                                         

                     Dreyfus Small Cap Fund                                                                                        
                                     Dreyfus Opportunistic Fixed Income Fund                              
                                     Dreyfus Tax Managed Growth Fund                                        

Page 66

                     Dreyfus U.S. Treasury Reserves                                                                            

                        The Dreyfus/Laurel Funds Trust                                                                                        

                     Dreyfus Emerging Markets Debt Local Currency Fund                                   

                     Dreyfus Equity Income Fund                                                     

                     Dreyfus Global Equity Income Fund                                        

                       Dreyfus High Yield Fund                                                                                        

                       Dreyfus International Bond Fund                                                                        

          The Dreyfus/Laurel Tax-Free Municipal Funds                                                              

                       Dreyfus BASIC California Municipal Money Market Fund

                       Dreyfus BASIC Massachusetts Municipal Money Market Fund                  

                       Dreyfus BASIC New York Municipal Money Market Fund

          Dreyfus LifeTime Portfolios, Inc.                                                                                      

                       Growth & Income Portfolio                                                                                   

          Dreyfus Liquid Assets, Inc.                                                                                                 

                        Dreyfus Manager Funds I                                                                         

                       Dreyfus MidCap Core Fund                                                       
          Dreyfus Manager Funds II                                                                                                  

                       Dreyfus Balanced Opportunity Fund                                        

          Dreyfus Massachusetts Municipal Money Market Fund

          Dreyfus Midcap Index Fund, Inc.

          Dreyfus Money Market Instruments, Inc.                                                                       

                       Government Securities Series                                                                                

                       Money Market Series                                                                                              

          Dreyfus Municipal Bond Opportunity Fund                                         

          Dreyfus Municipal Cash Management Plus                                         

Dreyfus Municipal Funds, Inc.

             Dreyfus AMT-Free Municipal Bond Fund                                                                                    

                       Dreyfus BASIC Municipal Money Market Fund                   

                       Dreyfus BASIC New Jersey Municipal Money Market Fund

                       Dreyfus High Yield Municipal Bond Fund                               

          Dreyfus Municipal Money Market Fund, Inc.                                      

          Dreyfus New Jersey Municipal Bond Fund, Inc.                                  

          Dreyfus New Jersey Municipal Money Market Fund, Inc.   

          Dreyfus New York AMT-Free Municipal Money Market Fund        

          Dreyfus New York AMT-Free Municipal Bond Fund                         

          Dreyfus New York Municipal Cash Management                               

          Dreyfus New York Tax Exempt Bond Fund, Inc.                                

          Dreyfus Opportunity Funds                                                                      

                       Dreyfus Natural Resources Fund

          Dreyfus Pennsylvania Municipal Money Market Fund                     

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

                       Dreyfus GNMA Fund                                                      

          Dreyfus Premier Investment Funds, Inc.                                               

                       Dreyfus Diversified International Fund                                    

                       Dreyfus Diversified Large Cap Fund (to be liquidated 4/26/2012)

                       Dreyfus Emerging Asia Fund                                         

                       Dreyfus Global Real Estate Securities Fund               

                       Dreyfus Greater China Fund                                         

                       Dreyfus India Fund                                                                      

                       Dreyfus Large Cap Growth Fund                                               

                       Dreyfus Large Cap Equity Fund                                                

                       Dreyfus Satellite Alpha Fund                                        

          Dreyfus Premier Short-Intermediate Municipal Bond Fund 
                       Dreyfus Short-Intermediate Municipal Bond Fund  

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

Page 67

          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

                       Dreyfus Small Cap Equity Fund                                                

          Dreyfus Stock Index Fund, Inc.                                                              

          Dreyfus Tax Exempt Cash Management Funds                                 

                       Dreyfus California AMT-Free Municipal Cash Management                        

                       Dreyfus New York AMT-Free Municipal Cash Management                        

                       Dreyfus Tax Exempt Cash Management

          The Dreyfus Third Century Fund, Inc.                                                   

          Dreyfus Treasury & Agency Cash Management                                                            

          Dreyfus Treasury Prime Cash Management                                         

          Dreyfus 100% U.S. Treasury Money Market Fund                             

          Dreyfus U.S. Treasury Intermediate Term Fund                                                             

          Dreyfus U.S. Treasury Long Term Fund                                                                           

          Dreyfus Variable Investment Fund                                                                                   

                       Appreciation Portfolio                                                                                            

                       Opportunistic Small Cap Fund                                                                              
                       Growth and Income Portfolio                                                                               

                       International Equity Portfolio                                                                               

                       International Value Portfolio                                                      

                       Money Market Portfolio                                                                                        

                       Quality Bond Portfolio                                                                                           

          Dreyfus Worldwide Dollar Money Market Fund, Inc.                                                   

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

                       General Government Securities Money Market Fund                                      

                       General Treasury Prime Money Market Fund                                                   

          General Money Market Fund, Inc.                                                                                    

          General Municipal Money Market Funds, Inc.                                                               

                       General Municipal Money Market Fund                                                           

          General New York Municipal Money Market Fund                            

          Strategic Funds, Inc.                                                                                                             

                       Dreyfus Active MidCap Fund                                                                               

                       Dreyfus Conservative Allocation Fund                                                               

                       Dreyfus Growth Allocation Fund                                                                          

                       Dreyfus Moderate Allocation Fund                                           

                       Dreyfus Select Managers Small Cap Growth Fund

                       Dreyfus Select Managers Small Cap Value Fund     

                       Dreyfus U.S. Equity Fund                                              

                       Global Stock Fund                                                           

                       International Stock Fund                                               

Page 68

SCHEDULE C

DTI Procedures

Name of Procedure (* indicates a procedure that includes Dreyfus-specific requirements)	Type
ANTI-MONEY LAUNDERING PROCEDURES
Summary of Anti-Money Laundering Program Services	Rule 38a-1 Compliance Procedure
Customer Identification Program Procedures ("CIP") (USA PATRIOT ACT Section 326)	Rule 38a-1 Compliance Procedure
Customer Identification Program ("CIP") List Matching Procedures	Standard Operational Procedure
Customer Identification Program ("CIP") Workflow for Second Level Exceptions	Standard Operational Procedure
Procedures for Customer Identification Program ("CIP") Rejects	Standard Operational Procedure
Anti-Money Laundering Program Referrals Procedures	Rule 38a-1 Compliance Procedure
Anti-Money Laundering Program Surveillance Procedures (USA PATRIOT ACT Section 352)	Rule 38a-1 Compliance Procedure
Anti-Money Laundering Program Travel Rule Procedures (Bank Secrecy Act/FinCen)	Rule 38a-1 Compliance Procedure
Escalation of Suspicious Activity Report ("SAR") Cases to Corporate Procedures	Standard Operational Procedure
Primary Money Laundering Concern Special Measures Procedures (USA PATRIOT ACT Section 311)	Rule 38a-1 Compliance Procedure
Foreign Correspondent Account Due Diligence Operational Desktop Procedures under Section 312 and 312 (b) of USA PATRIOT ACT *	Dreyfus Procedure
Foreign Correspondent Fifth Special Measure Operational Desktop Procedures under Section 311 of USA PATRIOT ACT *	Dreyfus Procedure
Foreign Financial Institutions/Foreign Correspondence Procedures (USA PATRIOT ACT Section 312)	Rule 38a-1 Compliance Procedure
Financial Crimes Enforcement Network ("FinCEN") Information Request Procedures (USA PATRIOT ACT Section 314(a))	Rule 38a-1 Compliance Procedure
Financial Crimes Enforcement Network ("FinCen") 314(a) Procedures *	Dreyfus Procedure
Office of Foreign Assets Control ("OFAC") Choicepoint/Bridger Insight Static Scanning Procedures *	Dreyfus Procedure
Office of Foreign Assets Control ("OFAC")/Government Matching Lists Procedures (USA PATRIOT ACT Section 311, 326, 352)	Rule 38a-1 Compliance Procedure
Politically Exposed Persons ("PEP")/ Do Not Do Business With ("DNDBW") and Negative News Account Review Procedures *	Dreyfus Procedure
Tier 1 Country Screening Procedures *	Dreyfus Procedure
IDENTITY THEFT RED FLAG PROCEDURES
Identity Theft Red Flag Program- Service Summary	Rule 38a-1 Compliance Procedure
Identity Theft Red Flag Program- Alerts, Notifications or Warnings from Consumer Reporting Agencies or Service Providers	Rule 38a-1 Compliance Procedure
Identity Theft Red Flag Program- Suspicious Documents	Rule 38a-1 Compliance Procedure
Identity Theft Red Flag Program- Suspicious Personal Identifying Information	Rule 38a-1 Compliance Procedure
Identity Theft Red Flag Program- Unusual Use or Suspicious Activity related to a Covered Account	Rule 38a-1 Compliance Procedure
Identity Theft Red Flag Program- Notice from Customers	Rule 38a-1 Compliance Procedure
Identity Theft Red Flag Program- Notice from Customers, Victims, Law Enforcement or Other Persons in Connection with Covered Accounts	Rule 38a-1 Compliance Procedure
Identity Theft Red Flag Program- Red Flag List	Rule 38a-1 Compliance Procedure
Identity Theft Red Flag Program- Incident Reporting	Rule 38a-1 Compliance Procedure
Identity Theft Red Flag Program- Red Flag Controls	Rule 38a-1 Compliance Procedure
TRANSACTION PROCESSING PROCEDURES
New Account Set-Up Procedures *	Dreyfus Procedure
New Account Set-Up Standard Operating Procedures	Standard Operational Procedure
Acceptance of Signature Guarantees (Exchange Act Rule 17Ad-15)	Rule 38a-1 Compliance Procedure
Processing Electronic Fund Transfer ("EFT") Standard Operating Procedures	Standard Operational Procedure
Purchase Trade Processing Procedures *	Dreyfus Procedure
Processing Redemptions Standard Operating Procedures	Standard Operational Procedure
Redemption Processing Procedures *	Dreyfus Procedure
Exchange Processing Procedures *	Dreyfus Procedure
Processing Exchanges Standard Operating Procedures	Standard Operational Procedure
Account Transfers/Changes of Registration Processing Procedures *	Dreyfus Procedure
Processing Transfers Standard Operating Procedures	Standard Operational Procedure
Account Maintenance Standard Operating Procedures	Standard Operational Procedure
Adjustment Processing Procedures *	Dreyfus Procedure
Processing and Settlement of NSCC Transactions Procedures *	Dreyfus Procedure
Listbill Manual Check Processing Standard Operating Procedures	Standard Operational Procedure
Listbill/Payroll Processing Procedures *	Dreyfus Procedure
NAV Error Shareholder Processing Procedures *	Dreyfus Procedure
Redemptions Fees Processing Procedures *	Dreyfus Procedure
Sales Charge Processing Procedures *	Dreyfus Procedure
Tax Withholding Procedures *	Dreyfus Procedure
CONTROL PROCEDURES
Fund Settlement, Reconciliation and Estimate Procedures *	Dreyfus Procedure
DDA Reconciliation Procedure	Standard Operational Procedure
Corporate Action Procedures *	Dreyfus Procedure
Wire/ACH Processing Procedures *	Dreyfus Procedure
Commissions/12b-1 Procedures *	Dreyfus Procedure
CERTIFICATE PROCESSING PROCEDURES
Processing Requirements for Cancelled Security Certificates (Exchange Act Rule 17Ad-19)	Rule 38a-1 Compliance Procedure
Reporting Missing, Lost, Counterfeit or Stolen Certificates (Exchange Act Rule 17f-1)	Rule 38a-1 Compliance Procedure
Lost Certificate Processing Procedures *	Dreyfus Procedure
MUTUAL FUND PROCEDURES
Pricing of Transactions-Trade Cut-Off (Investment Company Act Rule 22c-1(a))	Rule 38a-1 Compliance Procedure
Redemption of Shares (Investment Company Act Rule 22(e))	Rule 38a-1 Compliance Procedure
Turnaround Time for Written Inquiries and Requests (Exchange Act Rule 17Ad-5)	Rule 38a-1 Compliance Procedure
Mutual Fund Redemptions (Investment Company Act Rule 22c-2)	Rule 38a-1 Compliance Procedure
Money Market Liquidity Risk Procedures (KYC Reports)	Rule 38a-1 Compliance Procedure
LOST SHAREHOLDER PROCEDURES
Lost Shareholders (Exchange Act Rule 17Ad-17)	Rule 38a-1 Compliance Procedure
Lost Shareholders- Returned from Post Office ("RPO") Processing Procedures	Standard Operational Procedure
Unclaimed Property Reporting Process Procedures	Standard Operational Procedure
PRINT/MAIL PROCEDURES
Print/Mail Processing Procedures *	Dreyfus Procedure
Confirmations (Exchange Act Rule 10b-10)	Rule 38a-1 Compliance Procedure
RECORD RETENTION PROCEDURES
Investment Company Records (Investment Company Act Rule 31a-1,2,3)	Rule 38a-1 Compliance Procedure
Transfer Agent Record Retention Matrix	Rule 38a-1 Compliance Procedure
SAFEGUARDING CLIENT INFORMATION PROCEDURES
Safeguarding and Disposal of Client Information Policy and Guidelines (Regulation S-P)	Rule 38a-1 Compliance Procedure
Safeguarding Funds and Securities (Exchange Act Rule 17Ad-12)	Rule 38a-1 Compliance Procedure
Limitations on Affiliate Marketing (Regulation S-AM)	Rule 38a-1 Compliance Procedure
Information Security and Protection Policies and Standards	Standard Operational Procedure
Procedures for New or Existing Data Transmissions to Brokers or Other Entities	Dreyfus Procedure
TRANSFER AGENT COMPLIANCE PROCEDURES
Registration and Annual Reporting Requirements for Transfer Agents (Exchange Act Rule 17Ac2-1,-2)	Rule 38a-1 Compliance Procedure
Reporting Aged Record Differences and Buy-ins (Exchange Act Rule 17Ad-10,11)	Rule 38a-1 Compliance Procedure
Annual Study and Evaluation of Internal Accounting Controls (Exchange Act Rule 17Ad-13)	Rule 38a-1 Compliance Procedure
Fingerprinting (Exchange Act Rule 17f-2)	Rule 38a-1 Compliance Procedure
Notice of Assumption or Termination of Transfer Agency Services (Exchange Act Rule 17Ad-16)	Rule 38a-1 Compliance Procedure
QUALITY CONTROL PROCEDURES
Quality Control Procedures	Standard Operational Procedure
Quality Assurance Procedures	Standard Operational Procedure
BUSINESS CONTINUITY PROCEDURES
Business Resiliency Summary	Rule 38a-1 Compliance Procedure
Business Continuity Procedure Summary	Standard Operational Procedure
Business Continuity Planning Procedure Summary	Standard Operational Procedure

Page 69

SCHEDULE D

Good Friday Funds (as described in Section 1(b)(iii))

Fund Name (all share classes)	Open on Good Friday	Open on Good Friday*
Dreyfus California AMT-Free Municipal Cash Management		X
Dreyfus New York AMT-Free Municipal Cash Management		X
Dreyfus New York Municipal Cash Management		X
Dreyfus Tax Exempt Cash Management		X
BNY Mellon Money Market Fund	X
BNY Mellon National Municipal Money Market Fund		X
Dreyfus BASIC Municipal Money Market Fund		X
Dreyfus BASIC New Jersey Municipal Money Market Fund		X
Dreyfus Connecticut Municipal Money Market Fund, Inc.		X
Dreyfus Massachusetts Municipal Money Market Fund		X
Dreyfus Money Market Instruments, Inc.: Government Securities Series	X
Dreyfus Money Market Instruments, Inc.: Money Market Series	X
Dreyfus Money Market Reserves	X
Dreyfus Municipal Money Market Fund, Inc.		X
Dreyfus New Jersey Municipal Money Market Fund, Inc.		X
Dreyfus New York AMT-Free Municipal Money Market Fund		X
Dreyfus Pennsylvania Municipal Money Market Fund		X
Dreyfus U.S. Treasury Reserves
Dreyfus BASIC California Municipal Money Market Fund		X
Dreyfus BASIC Massachusetts Municipal Money Market Fund		X
Dreyfus BASIC New York Municipal Money Market Fund		X
Dreyfus Municipal Cash Management Plus		X
CitizensSelect Treasury Money Market Fund
Dreyfus 100% U.S. Treasury Money Market Fund
Dreyfus AMT-Free Municipal Reserves		X
Dreyfus Government Prime Cash Management
Dreyfus Institutional Reserves Treasury Prime Fund
Dreyfus Treasury Prime Cash Management
General California Municipal Money Market Fund		X
General Municipal Money Market Fund		X
General New York Municipal Money Market Fund		X
General Treasury Prime Money Market Fund
Dreyfus Variable Investment Fund, Money Market Portfolio	X
CitizensSelect Prime Money Market Fund	X
Dreyfus BASIC Money Market Fund, Inc.	X
Dreyfus BASIC U.S. Government Money Market Fund
Dreyfus Cash Management	X
Dreyfus Government Cash Management
Dreyfus Institutional Cash Advantage Fund	X
Dreyfus Institutional Preferred Money Market Fund	X
Dreyfus Institutional Preferred Plus Money Market Fund
Dreyfus Institutional Reserves Money Fund
Dreyfus Institutional Reserves Treasury Fund
Dreyfus Liquid Assets, Inc.	X
Dreyfus Treasury & Agency Cash Management
Dreyfus Worldwide Dollar Money Market Fund, Inc.	X
General Government Securities Money Market Fund
General Money Market Fund, Inc.	X
* May open if bond market opens

Page 70

EXHIBIT 1A

Certification Re:  Sarbanes-Oxley Required by Section 3(k)

[DATE]

The Funds listed on Schedule A hereto
c/o The Dreyfus Corporation
200 Park Avenue
New York, New York  10166

            Re:       Sarbanes-Oxley Compliance

Dear Sir/Madam:

Dreyfus Transfer, Inc. ("DTI") provides certain transfer agency services (the "Services") with respect to the funds listed on Schedule A hereto (each, a "Fund") pursuant to an agreement between the Funds and DTI (the "Agreement").  We are providing this letter at your request to assist you with your certification requirements to each Fund with respect to the Fund's Form N-CSR for the ____-month period ended [MONTH] 30, 20__ (the "Form N-CSR").

As transfer agent and pursuant to the Agreement, DTI establishes and maintains certain records containing information and data of each Fund ("Fund Information").  Each Fund has used certain of the Fund Information in the preparation of Form N-CSR (such Fund Information being the "N-CSR Information").

At your request, subject to the terms of the Agreement, DTI makes the following representations to you as of the date of this letter:

1.         To DTI's knowledge, the N-CSR Information does not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements made in the N-CSR Information, in light of the circumstances under which such statements were made, not misleading with respect to the period described above.

2.         DTI maintains those internal controls that it determines provide reasonable assurance of the accuracy of the N-CSR Information.  To DTI's knowledge, there are no significant deficiencies or material weaknesses in those controls.

3.         Further, we have obtained and provided to you, with respect to DTI's Transfer Agent Operations, a Shareholder Servicing Operations and Information Systems Service Organization Control (SOC 1 ^SM) Report for the period ([MONTH] 1, 20__ through [MONTH] 30, 20__), prepared in accordance with Statements on Standards for Attestation Engagements No. 16 (the "SSAE 16 Report") by a firm of independent auditors ("Auditors") based on an examination conducted by the Auditors.  The Auditors have not, on the basis of that examination, notified DTI of the existence of any significant deficiencies or material weaknesses related to DTI's internal controls contained in the SSAE 16 Report (including significant deficiencies in the design or operation of such internal controls that could adversely affect DTI's ability to record, process, summarize and report share information and any material weaknesses in such internal controls) ("SSAE 16 Controls") other than those disclosed in the SSAE 16 Report, if any.  Since the date of the SSAE 16 Report, there have been no changes in the SSAE 16 Controls that would materially affect the SSAE 16 Controls in the opinion of DTI management (including DTI's Chief Compliance Officer, but solely to the extent such officer, acting solely within the course and scope of the duties of Chief Compliance Officer, would be responsible for the compliance of specific controls with specific laws and regulations), unless we have informed you otherwise in writing.

Page 71

4.         DTI maintains those controls and procedures that DTI deems necessary to ensure that material information relating to the Fund which is known by DTI, and which DTI is required under the Agreement to include in the Fund Information, is accumulated and included in the Fund Information in a timely manner.  DTI has communicated to you any material matters (including any significant deficiencies or material weaknesses in such controls and procedures) identified through the application of such controls and procedures.

5.         Unless we have informed you otherwise in writing, DTI senior management (including DTI's Chief Compliance Officer, but solely to the extent such officer, acting solely within the course and scope of the duties of Chief Compliance Officer, would be responsible for knowing of a specific fraud) has not been made aware of any instances of fraud, whether or not material, which involve any DTI employee who has a significant role in performing services for each Fund under the Agreement or in respect of the SSAE 16 Internal Controls as they relate to the services performed for each Fund under the Agreement.

Please note that these representations are subject to the fact that DTI has assumed that it has received from you and other entities complete and accurate information relating to the above matters.

This letter is intended for use by you solely in connection with each Fund's preparation of its Form N-CSR.  The Funds and their Boards of Directors or Trustees (each, a "Board") are the only entities that may rely on this letter.  Each Fund's use of and reliance on this letter is subject to its agreement with the following:

This letter may not be referred to in any financial statement or other publicly-available document, instrument, record or communication in any format or medium.  Neither the existence nor the contents of this letter may be disclosed to any other person or entity, provided that disclosure of the existence and contents of this letter may be made (i) to the management of the Fund in connection with their duties to the Fund; the Fund's or Board's counsel; and the Fund's independent auditors in connection with their engagement as such (subject to the requirement and condition in both cases that they not further disclosed such information except to parties permitted by this letter in connection with such person's duties to the Fund), and (ii) as may be required by law or court order or by request of a regulator with jurisdiction over the Fund (subject to the requirement and condition that the Fund request confidential treatment to the maximum extent available).

Dreyfus Transfer, Inc.

By:       ________________________           
Name:
Title:   

Page 72

EXHIBIT 1B

Certification Re:  Rule 38a-1 Compliance Required By Section 3(k)

[DATE]

The Funds listed on Schedule A hereto

c/o The Dreyfus Corporation

200 Park Avenue

New York, New York  10166

Re:  Rule 38a-1 Compliance

Dear Sir/Madam:

Dreyfus Transfer, Inc. ("DTI") provides certain transfer agency services (the "Services") with respect to the funds listed on Schedule A hereto (each, a "Fund") pursuant to an agreement between the Funds and DTI (the "Agreement").  We are providing this letter at your request to assist you with meeting the requirements of Rule 38a-1 under the Investment Company Act of 1940, as amended.  At your request, subject to the terms of the Agreement, DTI makes the following representations to you as of the date of this letter:

1.         DTI has adopted and effectively implemented written policies and procedures related to the Services that are reasonably designed to prevent a violation by DTI of the Federal Securities Laws (as defined in Rule 38a-1) that are applicable to DTI's provision of the Services.

2.         Unless we have informed you otherwise in writing, there were no material changes to DTI's policies and procedures described in the foregoing paragraph for the [calendar quarter/period] ended [_________________].

3.         Unless we have informed you otherwise in writing or orally, for the [calendar quarter /period] ended [_______________], to the knowledge of DTI senior management, there have been no Material Compliance Matters as defined in Rule 38a-1 identified by DTI pertaining to the Services.

This letter is intended for the use of each Fund and its Board of Directors or Trustees (collectively, "Intended Recipients") and only in connection with the requirements of Rule 38a-1, and the Intended Recipients are the only persons who may rely on this letter.  The Intended Recipients shall not disclose the existence or the contents of this letter to any other person or entity, provided that an Intended Recipient may disclose the existence and/or contents of this letter as may be required by law, court order or regulatory request (provided confidential treatment of this letter is requested, if available).

Dreyfus Transfer, Inc.

By:       ________________________           

Name:

Title:   

EX-23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the captions "Financial Highlights" in the Prospectus and "Counsel and Independent Registered Public Accounting Firm" in the Statement of Additional Information and to the incorporation by reference of our report dated February 13, 2013 onDreyfus Stock Index Fund, Inc. for the fiscal year ended December 31, 2012 which is incorporated by reference in this Registration Statement (Form N-1A Nos. 33-27172 and 811-5719) of Dreyfus Stock Index Fund, Inc.

                                                                                                ERNST & YOUNG LLP

New York, New York

April 12, 2013

EX-99

Personal Securities Trading Policy

May 29, 2012

Table of Contents
Topic	Page(s)
Chairman, President and Chief Executive Officer’s Letter	2
Introduction	3-4
General Standards of Conduct	5-8
Your Responsibility	5
Fiduciary Duties	5
Protecting Material Nonpublic Information and Compliance with Securities Laws	5-6
Restrictions on the Flow of Information Within the Company	6
When You Trade in BNY Mellon Securities – General Restrictions	6-7
When You Trade in Non-Company Securities	7-8
General Restrictions	7
Initial Public Offerings	7
Private Placements	7-8
Classification of Employees	9-10
General Requirements for Monitored Employees	11-12
Approved Broker-Dealers	11
Accounts Covered	11
Initial Holdings Report	11
Update Securities Holdings	11-12
Account Statements and Trade Confirmations	12
Trade Preclearance Requirements	13-14
Obtain Preclearance Prior to Initiating a Transaction	13
Prior Preclearance Required	13
Rules for Preclearance	13
Preclearance Window (or Expiration)	13
Exemptions from the Requirement to Preclear	13
Preclearance Rules for Company Stock Associated with Retirement and Benefit Plans	13-14
Company 401(k) Plan	13
Reallocating and Rebalancing in the Company 401(k) Plan	14
Company Employee Stock Options	14
Company Restricted Stock/Units	14
Company Employee Stock Purchase Plan (ESPP)	14
Additional Rules for ADM and Investment Employees	15-18
Profit Disgorgement on Short Term Trading	15
Standards for Preclearance of De Minimis Transactions	15
Proprietary Fund Transactions in the Company’s 401(k) Plan	15
Non-Self Directed Accounts	15
Self-Directed Accounts	16
Restrictions for ADMs Who are Portfolio Managers	16
7 Day Blackout Period, Profit Disgorgement	16
Requirements for Micro-Cap ADMs (MCADMs)	16
Transactions and Holdings in Micro-Cap Securities, Approvals	16
Requirement for Newly Designated MCADMs	16
Additional Reporting Requirements for ADM Employees	17-18
Special Purpose ADM Quarterly Securities Report	17
Contemporaneous Disclosure	17
Approval, Exemptions, Security Exemptions, Your Responsibility, Compliance Monitoring	17-18
Additional Rules for Insider Risk Employees – Trade Preclearance Exemptions	19
Additional Rules for Fund Officer, Fund Service, and Service Employees – Company Oversight	19
Additional Rules for Pre-Release Earnings Group Employees – Restrictions, Blackout Period Trading	19
Implications
Additional Rules for Dreyfus/FINRA Employees - Reporting Securities Holdings and Transactions	20
General Personal Trading Requirements Chart	21
Getting Help and Reporting Violations	22
Glossary Definitions	23-25

1

Chairman, President and Chief Executive Officer’s Letter

Dear Colleague:

The Personal Securities Trading Policy establishes procedures and limitations for personal investments by all employees. This policy was developed to comply with regulations and demonstrate our commitment to the highest standards of business ethics. Taking time to fully understand the policy is critical and you must consult it whenever you are unsure about appropriate activity concerning your investments.

Each personal trade we make puts our company’s reputation on the line. As an integral part of the global financial system, BNY Mellon processes millions of transactions a day for clients. Therefore, it is imperative that we hold ourselves to unwavering standards in our personal trades. This reflects on our personal and professional integrity and safeguards the hard work by previous generations of employees to build our reputation.

As you can see, all our personal investments must be free from conflicts of interest and in full compliance with the laws and regulations of all jurisdictions in which we do business.

Conducting the company’s business honorably at all times is what matters most. That principle is implicit in our shared values of Client Focus, Trust, Teamwork and Outperformance – and it is central to our reputation. As a global leader in investment management and investment services, we have been entrusted with both our company’s reputation and that of our industry as well.

Thank you for always adhering to this vital policy and for always Doing What’s Right.

Gerald L. Hassell
Chairman, President and Chief Executive Officer

2

Introduction

Purpose of the Policy

The Personal Securities Trading Policy (the Policy) describes BNY Mellon’s and certain of its various subsidiaries’ and/or affiliates’ (the company’s) restrictions on all employees’ personal securities transactions.

The company and its employees or other supervised persons (as defined in the Investment Advisers Act of 1940 – the “Advisers Act”) are subject to certain laws and/or regulations governing personal securities trading, including the securities laws of various jurisdictions, including Rule 204A-1 of the Advisers Act and Rule 17j-1 of the Investment Company Act of 1940. In order to adhere to such laws and/or regulations, the company has developed this Policy.

Policy Administration

The Policy is developed, interpreted, and administered by the Ethics Office in coordination with other personnel of the Company. Amendments of the Policy, will be made, or waivers of its terms will be granted, at the discretion of the Manager of the Ethics Office only, and with the concurrence of other officers or directors of the Company, where required (e.g., US mutual fund directors). Any waiver or exemption will be official only if evidenced in writing. All records relating to the Administration of the Policy, including: waivers or exemptions will be maintained in the Ethics Office (see “Recordkeeping”). The company formed an Investment Ethics Council (IEC), which is composed of investment, legal, risk management, compliance and ethics representatives of the company and its affiliates. The IEC will: (i) approve any substantive amendments (along with appropriate concurrence of third parties) to the Policy; (ii) provide interpretive guidance to the Ethics Office when requested; and (iii) approve/disapprove actions taken in connection with the personal trading activities of employees subject to the Policy.

General Covered Activities

All employees of the company that are deemed to be controlled by the company or have otherwise agreed to be bound by its provisions are subject to this Policy. This includes all full-time, part-time, benefited and non-benefited, exempt and non-exempt employees. The Policy’s applicability to consultants and contract or temporary employees

(including interns) will be determined on a case-by-case basis (see section titled “Classification of Employees on page 9).

The provisions of the Policy have worldwide applicability and cover trading in any part of the world, subject to the provisions of any controlling local law. To the extent any particular portion of the Policy is inconsistent with, or in particular less restrictive than such laws, you should consult the Manager of the Ethics Office.

Your Compliance is Required

Generally, as an employee of the company, you may be held personally liable for any improper or illegal acts committed during the course of your employment; non-compliance with this Policy may be deemed to encompass one of these acts. Accordingly, you must read the Policy and comply with the spirit and the strict letter of its provisions. Failure to comply may result in the imposition of serious sanctions, which may include, but are not limited to, the disgorgement of profits, cancellation of trades, selling of positions, suspension of personal trading privileges, dismissal, and referral to law enforcement or regulatory agencies.

The company provides you with online access to the Policy and its amendments through MySource, or has otherwise made the Policy available to you. In addition, the Policy can be found on the company’s internet site, BNYMellon.com. Should you have difficulty accessing the Policy, or have not received a copy of the Policy, the Ethics Office will provide copies upon request.

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

Employees’ Financial Information

The Ethics Office and/or Preclearance Compliance Officers will use their best efforts to assure that requests for preclearance, personal securities transaction reports and reports of securities holdings are treated as "Personal and Confidential." However, the company may be required by law to review, retain and, in certain circumstances, disclose such documents. Therefore, such documents will be available for inspection by appropriate regulatory agencies and by other parties within and outside the company as are necessary to evaluate compliance with or sanctions under the Policy or other requirements applicable to the company.

3

Introduction - continued

Restricted List

Preclearance Compliance Officers may maintain a list (the "Restricted List") of companies whose securities employees in their line of business or firm are restricted from trading for various reasons. The Restricted List will not be distributed outside of the Compliance Office or Ethics Office. The inclusion of a company on the Restricted List provides no indication of the advisability of an investment in the company's securities or the existence of material nonpublic information with respect to the company. Occasionally, such trading restrictions may be appropriate to protect the company and its employees from potential violations, or the appearance of violations, of securities laws. Nevertheless, the contents of the Restricted List are confidential.

Recordkeeping

On behalf of the company, the Ethics Office will maintain the following records in a readily accessible place, for five years from their creation (unless otherwise noted below):

4

General Standards of Conduct

The General Standards of Conduct apply to all employees of the company. In addition to these standards, you must comply with the requirements applicable to your classification under this Policy.

Your Responsibility

Every employee must follow the General Standards of Conduct set forth in this Policy or risk serious sanctions, up to and including dismissal. If you have any questions about these standards, you should consult the Ethics Office or your Compliance Officer. Interpretive issues that arise under these standards shall be decided by, and are subject to the discretion of, the Manager of the Ethics Office, with the consultation of the IEC and/or the Legal Department as required.

Fiduciary Duties

In some circumstances, the company and its employees may owe a fiduciary duty to a client. Among the duties that one owes clients when one is acting as a fiduciary on their behalf is not to engage in personal securities transactions that may be deemed to take inappropriate advantage of your position in relation to those clients. You must be mindful of this obligation, use your best efforts to honor it, and report promptly to the Ethics Office and your Compliance Officer any company employee that fails to meet this obligation. With respect to the potential conflicts of interest that personal securities trading activity or other actions may engender, please also refer to the Company’s Code of Conduct and Business Conflicts of Interest policies.

Protecting Material Nonpublic Information and Compliance with Securities Laws

In carrying out your job responsibilities, you must, at a minimum, comply with all applicable legal requirements, including applicable securities laws. As an employee, you may receive information about the company, its clients, or other parties that for various reasons must be treated as confidential. With respect to these parties, you are not permitted to divulge current (different rules will determine what is deemed to be “current”) portfolio positions, current or anticipated portfolio transactions, or programs or studies of the company or any client to anyone except as may be permitted by your business unit, in accordance with approved procedures. You are expected to comply strictly with measures necessary to preserve the confidentiality of information. You should refer to the company’s Code of Conduct for additional guidance.

General Policy - Securities laws generally prohibit the trading of securities while aware of "material nonpublic" information regarding the issuer of those securities and/or about the portfolio holdings, transactions or recommendations with respect to fiduciary accounts; this is generically knows as “(insider trading”; Any person who passes along material nonpublic information upon which a trade is based (tipping) may also be liable. Employees who possess material nonpublic information about an issuer of securities (whether that issuer is the Company, another company, a client or supplier, any fund or other issuer) may not trade in that issuer’s securities, either for their own accounts or for any account over which they exercise investment discretion. Following are guidelines to determine when information is nonpublic or material.

Most companies announce material information through a press release, a regulatory filing, and/or a posting on the company’s website. If you have determined the information to be material, but there is no announcement of it in any of these sources, it is likely to be nonpublic.

Nonpublic Information about an issuer is “nonpublic” if it is not generally available to the investing public. Information received under circumstances indicating that it is not yet in general circulation and may be attributable, directly or indirectly, to the issuer or its insiders is likely to be deemed nonpublic information.

Material Information is “material” if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, sell, or hold securities. Information that would affect the market price of a security (price sensitive information) would be material. Examples of information that might be material include, but are not limited to:

5

General Standards of Conduct - continued

All relevant circumstances must be considered when determining whether an item of information is material. If there is a doubt, you should always err on the side of caution and consider information material or nonpublic. Questions on material nonpublic information should be referred to your business unit Compliance Officer.

Consultants, Contractors, and Temporary Workers Unless otherwise determined by the Manager of the Ethics Office, employees managing the work of consultants, contractors, and temporary employees are responsible for ensuring that those individuals are aware of the company’s policy and the consequences of noncompliance. It is the responsibility of business/functional-level compliance and business management, in consultation with the Ethics Office to make a determination as to whether or not the nature of the business carried out by the pertinent consultant, contractor or temporary worker could put them in a position to potentially receive material nonpublic information or other confidential information in connection with their work for the Company; if so they must be monitored, unless otherwise determined by the Manager of the Ethics Office.

Restrictions on the Flow of Information Within the Company (“The Securities Firewall”)

General Policy - As a diversified financial services organization, the company faces unique challenges in complying with the prohibitions on insider trading and tipping. For example, one business unit might have material nonpublic information about an issuer, while other company units may have a desire, or even a fiduciary duty, to buy or sell that issuer’s securities or recommend such purchases or sales to clients.

In order to engage in such diversified financial services activities without violating laws or breaching our fiduciary duties, the company has established a “Securities Firewall” policy, which is applicable to all employees. "Securities Firewalls" separate company units or individuals that are likely to receive material nonpublic information (potential Insider Risk functions) from company units or individuals that either trade in securities, for the company’s account or for the accounts of others, or provide investment advice (investment functions). The Securities Firewall policy also requires any employee who believes he or she may have received material nonpublic information to refrain from acting upon the information and immediately call their business unit Compliance Officer. Refer to Policy I-A-046, Securities Firewalls for additional details.

When You Trade in BNY Mellon Securities General Restrictions

All employees who trade in company securities should be aware of their responsibilities to the company and should be sensitive to even the appearance of impropriety. The following restrictions apply to all transactions in the company’s publicly traded securities, whether owned directly (e.g., in your name) or indirectly (see Indirect Ownership in Glossary). Additional restrictions apply to employees who are identified as having access to the company’s pre-release earnings (see page 19 - Pre-Release Earnings Group Employees for further information).

6

General Standards of Conduct - continued

When You Trade in Non-Company Securities
General Restrictions

You must be sensitive to any impropriety in connection with your personal securities transactions in securities of any issuer, including those owned indirectly (see Indirect Ownership in Glossary). You should refer to the company’s Code of Conduct for employee investment restrictions with parties that do business with the company. In addition, you are prohibited from:

Front Running - the purchase or sale of securities for your own or the company’s accounts on the basis of your knowledge of the company’s or company’s clients trading positions or plans.

Scalping - the purchase or sale of securities for clients for the purpose of affecting the value of a security owned or to be acquired by you or the company.

Spread Betting - Taking bets on securities pricing to reflect market movements activities as a mechanism for avoiding the restrictions on personal securities trading arising under the provisions of the Policy. Such transactions themselves constitute transactions in securities for the purposes of the Policy and are subject to all of the provisions applicable to other non-exempted transactions.

Initial Public Offerings

You are prohibited from acquiring securities through an allocation by the underwriter of an Initial Public Offering (IPO) without the prior approval of the Ethics Office (ADM employees must have prior approval from the IEC). Approval is only given when the allocation comes through an employee of the issuer, who has a direct family relation to the BNY Mellon employee. Approval may not be available to employees of registered broker-dealers due to certain laws and regulations (for example, FINRA rules in the U.S.). If you have any questions as to whether a particular offering constitutes an IPO, consult the Ethics Office before submitting an indication of interest to purchase the security.

Private Placements

Acquisition You are prohibited from acquiring any security in a private placement unless you obtain prior written approval from the Ethics Office, Compliance Officer, and Operating Committee

Member (representing the employee’s business or department), while ADMs must receive IEC approval. An approval request must be submitted on the “Private Placement: Preliminary

Questionnaire” form located on MySource or by sending an email to securitiestradingpolicyhelp@bnymellon.com.

Subsequent Actions Should you participate in any subsequent consideration of credit for the issuer, or of an investment in the issuer, for an advised account you are required to disclose your investment to your Compliance Officer. The decision to transact in such securities for an advised account will be subject to independent review.

7

General Standards of Conduct - continued

client. ADMs must comply with requests for information and/or documentation necessary for the IEC to satisfy itself that no actual or potential conflict, or appearance of a conflict, exists between the proposed private placement purchase and the interests of any managed fund or account.

8

Classification of Employees

The Policy imposes different requirements and limitations on employees based on the nature of their activities; therefore, each employee is assigned a classification. Classification assignments are the responsibility of business/functional-level compliance and business management, in consultation with the Ethics Office. Managers should inform consultants, independent contractors, and temporary employees of the provisions of the Policy and, unless otherwise determined by the Manager of the Ethics Office, require the consultant, contractor or temporary employee to contractually agree to comply with this Policy. Once a determination is made, the employee’s manager is responsible for notifying employees of their classification. Employees will be designated into one or more of the following classifications:

Access Decision Maker	Dreyfus/FINRA Employee
Investment Employee	Pre-Release Earning Group
Insider Risk Employee	Fund Officer
Fund Service Employee	Non-Classified Employees
Service Employee

U.S.-based employees must maintain their brokerage accounts with an approved broker-dealer. This requirement does not apply to Non-Classified Employees.

Access Decision Maker (ADM) and Micro-Cap Access Decision Maker (MCADM)

Generally, employees are considered ADMs if they are Portfolio Managers or Research Analysts and make or participate in recommendations or decisions regarding the purchase or sale of securities for mutual funds or managed accounts. Portfolio Managers of broad-based index funds and traders are not typically classified as ADMs.

Micro-Cap ADMs (MCADMs) - a subset of ADMs, MCADMs make recommendations or decisions regarding the purchase or sale of securities of an issuer having a small market capitalization. The following market capitalization thresholds are used when determining if an ADM is considered a MCADM:

All employees are required to preclear trades in non-exempt securities.

Investment Employee

You are considered to be an Investment Employee if, in the normal conduct of your job responsibilities, you have access (or are likely to be perceived to have access) to nonpublic information regarding any advisory client’s purchase or sale of securities or nonpublic information regarding the portfolio holdings of any Proprietary Fund, are involved in making securities recommendations to advisory clients, or have access to such recommendations before they are public.

This classification typically includes employees in the Asset Management and Wealth Management businesses, including:

certain employees in fiduciary securities sales and trading, investment management and advisory services, investment research and various trust or fiduciary functions; an employee of a company entity regulated by certain investment company laws. Examples are:

- in the U.S., employees who are “advisory persons” or “access persons” under Rule 17j-1 of the 

Investment Company Act of 1940 or “access persons” under Rule 204A-1 of the Advisers Act. 

- in the U.K., employees in companies undertaking specified activities under the Financial 

Services and Markets Act 2000 (Regulated Activities), Order 2001, and regulated by the 

Financial Services Authority. 

All employees are required to preclear trades in non-exempt securities.

9

Classification of Employees – continued

Insider Risk Employee

You are considered to be an Insider Risk Employee if, in the normal conduct of your job responsibilities, you are likely to receive or be perceived to be aware of or receive, material nonpublic information concerning the company’s clients. Employees in this classification typically include, but are not limited to, Risk and Legal personnel. All members of the company’s Operating Committee, who are not otherwise classified as Investment Employees, will be classified as Insider Risk Employees. Please refer to the Company’s Securities Firewalls Policy.

All employees are required to preclear trades in non-exempt securities.

Fund Service Employee

You are considered to be a Fund Service Employee if you are not an employee in the Asset Management or Wealth Management businesses and your normal job responsibilities involve maintaining the books and records of mutual funds and/or managed accounts.

Employees are not required to preclear trades.

Service Employee

You are considered to be a Service Employee if, you are not an employee in the Asset Management or Wealth Management businesses, but in the normal conduct of your job responsibilities, you have access to post-trade information, including security transactions and portfolio holdings information. Employees in this classification may include, but are not limited to, Compliance, Audit, and Technology personnel.

Employees are not required to preclear trades.

Pre-Release Earnings Group (PREG)

The Pre-Release Earnings Group consists of all members of the company’s Operating Committee and any individual determined by the company’s Corporate Finance Department to be a member of the group.

Employees must preclear BNY Mellon security trades only.

Dreyfus/FINRA Group

Employees who are subject to regulation resulting from their registration with FINRA.

Employees are not required to preclear trades.

Fund Officer

You are considered to be a Fund Officer if, you are not an employee in the Asset Management or Wealth management businesses, and in the normal conduct of your job responsibilities you serve as an officer of a fund, are not required to preclear your trading activity by a fund, and you do not attend board meetings.

Employees are not required to preclear trades.

Non-Classified Employee

You are considered to be a Non-Classified Employee if you are an employee of the company or any of its direct or indirect subsidiaries and are not classified as noted above.

Employees are not subject approved broker-dealer or trade preclearance requirements.

10

General Requirements for Monitored Employees

Monitored Employees, defined as all employees, with the exception of Non-Classified Employees (see previous page), are subject to special requirements concerning where they maintain their brokerage accounts, the accounts required to be reported, the certification of accounts and holdings, and, with the exception of Dreyfus/FINRA Group, Fund Officer, Fund Service, and Service Employees, the duty to preclear non-exempt trades in the Protegent PTA (PTA) system before submitting them to a broker for execution. Below is a summary of these general requirements.

Approved Broker-Dealers

All U.S.-based Monitored Employees must maintain their brokerage accounts at specific broker-dealers that have been approved by the company. Employees should refer to MySource to obtain the current list of approved broker-dealers. Any exceptions to this requirement must be approved, in writing, by the Ethics Office. (Note: Employees living outside the U.S. are not subject to the approved broker-dealer requirement. Accordingly, they may open/hold accounts with any broker; however they must ensure that their trade confirmations/contract notes and account statements are sent to their local compliance representative).

Accounts Covered

This Policy covers the personal trading activities of all employees in their own accounts and in accounts in which they have indirect ownership. While you should consult the Glossary for a complete definition of indirect ownership, in general:

you are presumed to have indirect ownership of accounts held by members of your family with whom you share a household. This includes your spouse, your children, and any other family member in your home. Generally, you are deemed to be the indirect owner of securities if at any time you have the opportunity to share, directly or indirectly, in the profits derived from such transactions. You are urged to review the definition of indirect ownership in the Glossary carefully, as securities held in trusts, partnerships, and Investment Clubs may be covered by its definition.

Initial Holdings Report

You must file an “Initial Holdings Report” in PTA within 10 calendar days of being designated as a Monitored

Employee. The report must be an accurate recording of security accounts and security holdings within the last 45 calendar days of being designated as a Monitored Person. Below is a list of required items that must be reported:

*Please note that ADM and Investment Employees must report Proprietary Funds held in brokerage accounts or directly with the mutual fund company. A list of Proprietary Funds is published on MySource or can be obtained by sending an email to securitiestradingpolicyhelp@bnymellon.com.

Reporting Exemptions - you are not required to report accounts, holdings, or transactions for certain security types. Security is defined as any investment that represents an ownership or debt position in an entity. While the Policy provides for exemptions for certain securities, all securities are covered unless expressly exempt from reporting or preclearance. Below are the approved exemptions:

Update Securities Holdings

Periodically (quarterly for ADM and Investment Employees and annually for all other Monitored Employees), you are required to certify, in PTA, securities transactions, accounts, and holdings within 30 calendar days of the end of the reporting period. The information must be current within 45 calendar days of the date the certification is submitted, and must include non-exempt securities held within and outside of brokerage accounts. The report must contain the following:

11

General Requirements for Monitored Employees –continued

updated listing of non-exempt securities holdings, including those received via gift, corporate action, dividend reinvestment, etc.,* acknowledgement of receipt of and compliance with the Policy.

* Please note that when updating securities holdings, ADM and Investment Employees must include Proprietary Funds held in brokerage accounts and those held directly with the mutual fund company. A list of Proprietary Funds is published on MySource or can be obtained by sending an email to securitiestradingpolicyhelp@bnymellon.com.

Reminder when updating holdings – you are required to update in PTA your holdings for non-exempt security activity that does not require preclearance (e.g., gifts, inheritances, corporate actions, dividend reinvestments, etc). These adjustments must be reported as soon as possible, but no less than annually. Gifts and inheritances have time deadlines to report the activity.

Gifts and Inheritances - employees who give (or receive) a gift of securities or receive an inheritance that includes securities (unless Exempt Securities under this policy) must report the activity to the company within 10 calendar days. The report must disclose the name of the person receiving or giving the gift or inheritance, date of the transaction, and name of the broker through which the transaction was effected (if applicable). If you plan to purchase a security with the intention of making a gift, you must preclear the trade prior to purchase. A gift of securities must be one where the donor does not receive anything of monetary value in return.

Account Statements and Trade Confirmations

As noted earlier, U.S.-based Monitored Employees are required to maintain their accounts with an approved broker-dealer. Any Monitored Employee who received an exception to the approved broker-dealer requirement or are in the process of moving their account(s) must instruct their non-approved broker-dealer, trust account manager, or other entity holding your securities or Proprietary Fund accounts (ADMs and Investment Employees only) to submit routine statements and trade confirmations directly to the company. This applies to all accounts owned directly or indirectly and includes any account that has the capability to have reportable securities, including Proprietary Funds (ADMs and Investment Employees only), traded within the account. For example, if an account contains only non-proprietary funds or other Exempt Securities, but has the capability to have reportable securities traded in it, the account must be reported and duplicate account statements and trade confirmations must be provided to the company.

Additional Reminders for ADMs and Investment Employees Only:

Proprietary Fund Holdings – you are reminded that if the unrelated company’s retirement and benefit plan holds Proprietary Funds, these holdings must be reported and are subject to the requirements of this Policy, including the preclearance requirements.

Unrelated company’s responsibility - with respect to the employer’s own securities, the unrelated company has primary responsibility for providing adequate supervision with respect to conflicts of interest and compliance with securities laws regarding trading in its own securities under its own employee retirement and benefit plans.

12

Trade Preclearance Requirements

ADMs, Investment, Insider Risk Employees, and Pre-Release Earning Group members are all required to preclear trades in non-exempt securities. Note: In the case of Pre-Release Earning Group members, only BNY Mellon securities need to be precleared.

Obtain Preclearance Prior to Initiating a Transaction

Prior Preclearance Required – in order to trade in non-exempt securities, you are required to submit a preclearance request in the PTA system and receive notice that the preclearance request was approved prior to placing a security trade (ADMs and Investment Employees must also preclear Proprietary Fund trades). Unless expressly exempt (see below), all securities transactions are covered by this preclearance requirement.

Rules for Preclearance - although preclearance approval does not obligate an employee to place a trade, preclearance should not be made for transactions the employee does not intend to make. With the exception of the indirect owner of the account, you may not discuss the response to a preclearance request with anyone.

Preclearance Window (or Expiration) - for ADM and Investment Employees preclearance authorization will expire at the end of the second business day after it is received and the third business day for Insider Risk and Pre–Release Earnings Group Employees. It is important to note that PTA preclearance time stamps are in Eastern Standard Time (i.e., New York time). All remaining employees are not subject to preclearance and, therefore, do not have a preclearance window.

Example – An ADM requests and receives trade preclearance on Monday at 3PM E.S.T.; the preclearance authorization is valid until the close of business on Tuesday. An Insider Risk Employee’s window would be one day longer and therefore valid until the close of business on Wednesday.

The day authorization is granted is considered the first business day. Employees who place “limit”, “stop-loss”, “good-until-cancelled”, or “standing buy/sell” orders are cautioned that transactions receiving preclearance authorization must be executed before the preclearance expires. At the end of the preclearance authorization period, any unexecuted order must be canceled. A new preclearance authorization may be requested; however, if the request is denied, the trade order with the broker-dealer must be canceled immediately.

Exemptions from the Requirement to Preclear - preclearance is not required for the following security transactions:

Preclearance Rules for Company Stock in Retirement and Benefit Plans

Company 401(k) Plan

You are not required to preclear trades for changes in your company stock holdings held within the company 401(k) Plan that result from the following:

NOTE: During quarterly blackout periods, Pre-Release Earnings Group (PREG) employees are prohibited from making payroll deduction or investment election changes that would impact their future purchases in company stock. These changes must be made when the blackout period is not in effect.

13

Trade Preclearance Requirements – continued

Reallocating Balances in Company 401(k) Plan

The purchase or sell of company stock resulting from a reallocation (i.e., the decision by an employee to while not subject to preclearance, is considered a purchase or sale of company stock for purposes of the short-term trading prohibition. As a result, a subsequent trade in company stock in the opposite direction of the reallocation, occurring within a 60 calendar day period would result in a short-term trading prohibition. Changes to existing investment allocations in the plan or transactions in company stock occurring outside the plan will not be compared to reallocation transactions in the plan for purposes of the 60 day trading prohibition. Profits recognized through short-term trading in company stock in the plan will not generally be required to be disgorged; however, the Legal Department will be consulted to determine the proper disposition of short-term trading prohibitions involving Operating Committee members.

NOTE: Pre-Release Earnings Group employees are prohibited from reallocating balances in their company 401(k) if the reallocating action impacts their holdings in company stock.

Rebalancing Company 401(k) Plan

The purchase or sell of company stock resulting from rebalancing (i.e., the automatic movement of balances to pre-established investment election allocation percentages) is not subject to preclearance and is not considered a purchase or sale of company stock for purposes of the short-term trading prohibition.

Company Employee Stock Options
You are not required to preclear the following:

Company Restricted Stock/Units
You are not required to preclear the following:

Company Employee Stock Purchase Plan (ESPP)
You must preclear the following:

You are not required to preclear your enrollment in the plans, changes in your contribution to the plan, or shares acquired through the reinvestment of dividends.

NOTE: During quarterly blackout periods, Pre-Release Earnings Group (PREG) employees are prohibited from enrolling in or making payroll deduction changes in the plan. These changes must be made when the blackout period is not in effect.

14

Additional Rules for ADM and Investment Employees

Profit Disgorgement on Short-Term Trading

Any profits recognized from purchasing then selling or selling then purchasing the same or equivalent (derivative) securities within any 60 calendar day period must be disgorged. For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transactions. Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes. Sixty day transactions in securities that are exempt from preclearance and trades of Proprietary Funds held within the BMY Mellon 401(k) will not be subject to disgorgement. The disposition of any disgorged profits will be at the discretion of the company, and the employee will be responsible for any tax and related costs.

Standards for Preclearance of De Minimis Transactions (applicable for firms or businesses that

administer compliance for ADM or Investment Employees)

ADM and Investment Employees will generally not be given clearance to execute a transaction in any security for which there is a pending buy or sale order for an affiliated account (other than an index fund) in the business unit where the ADM/Investment Employee has access to information about pending transactions. In certain circumstances, the Preclearance Compliance Officer may approve certain de minimis transactions even when the firm is trading such securities.

NOTE: Some ADMs, who are also Portfolio Managers, may not be eligible for this de minimis exemption.

Questions should be directed to the Preclearance Compliance Officer or the Ethics Office.

Proprietary Fund Transactions in the Company’s 401(k) plan

As noted in the Trade Preclearance Requirements, ADM and Investment employees, unlike other Monitored Employees, are required in most situations to preclear Proprietary Fund trades. However, the treatment of

Proprietary Fund trades in the company’s 401(k) plan is dependent upon the type of plan.

Non-Self-Directed Accounts (Includes Tier 1 - LifePath Index Funds, Tier 2 - Passively Managed Index Funds, and Tier 3 - Actively Managed Funds)

The movements of balances into or out of Proprietary Funds are deemed to be purchases or redemptions of those Proprietary Funds for purposes of the holding period requirement, but are exempt from the general preclearance requirement. Accordingly, you do not need to preclear these movements, but must get prior approval from the Preclearance Compliance Officer if it is within 60 calendar days of an opposite transaction in shares of the same fund. In lieu of transaction reporting, employees are deemed to consent to the company obtaining transaction information from plan records. Such movements must be reflected in your holdings reports.

15

Additional Rules for ADM and Investment Employees - continued

Self-Directed Accounts (Tier 4 – Large Selection of Mutual Funds and Exchange Traded Funds)

Treated like any other Proprietary Fund account. This means that the reporting, preclearance, and holding period requirements apply.

Restrictions for ADMs who are Portfolio Managers

7 Day Blackout Period

Prohibition - it is impermissible for an ADM, who is designated as a Portfolio Manager, to buy or sell a security (owned directly or indirectly) within 7 calendar days before and after the Portfolio

Manager’s investment company or managed account has effected a transaction in that security (the “7 Day Blackout Period”).

Disgorgement Required - if a Portfolio Manager initiates a transaction within the 7 Day Blackout Period, in addition to being subject to sanctions for violating the Policy, profits recognized from the transaction must be disgorged in accordance with guidance provided by the IEC. The IEC has determined that the following transactions will not be subject to this disgorgement requirement:

in the U.S., the dollar value from transacting in 100 shares or $10,000 (whichever value is greater) for companies with a market capitalization of $5 billion or higher. in all other countries, the greater of the USD equivalent or 100 shares for companies with a USD equivalent market capitalization.

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

Requirements for Micro-Cap ADMs (MCADMs)

Transactions and Holdings in Micro-Cap Securities

In recognition of the potential for price volatility in micro-cap securities, the company requires that approvals be obtained prior to a MCADM placing a trade in their direct and indirectly owned accounts. The market capitalization thresholds and required approvals are listed below.

Approvals:

Threshold 1 - without the prior written approval of the IEC, MCADMS may not trade the securities of companies with the following market capitalization:

Exemption - micro-cap securities acquired involuntarily (e.g., inheritance, gift, spin-off, etc.) are exempt from these restrictions; however, they must be disclosed in a memo to the Preclearance Compliance Officer within 10 calendar days of the involuntary acquisition.

Requirement for Newly Designated MCADMs

Newly designated MCADMs must obtain the approval of the CIO or Chief Executive Officer and provide a copy of the approval to the Preclearance Compliance Officer to continue holding micro-cap securities. The thresholds for the market capitalization in various jurisdictions are: in the U.S., equal to or less than $250 million, in all other countries the USD equivalent.

16

Additional Rules for ADM and Investment Employees - continued

Additional Reporting Requirements for ADM Employees

Special Purpose ADM Quarterly Securities Report

ADMs are required to submit quarterly to their Preclearance Compliance Officer the “Special Purpose ADM Quarterly Securities Report”. This report must be submitted within 30 calendar days of each quarter end and includes information on securities and/or transactions owned directly or indirectly. The report must contain information on:

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

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

Contemporaneous Disclosure

Prior to an ADM making or acting upon a portfolio recommendation (e.g., buy, hold, or sell) in a security directly or indirectly owned, written authorization must be obtained. The reason for disclosure is to ensure that management can consider whether the portfolio recommendation or transaction is for the purpose of affecting the value of a personal securities holding. Contemporaneous Disclosure forms can be obtained from the Preclearance Compliance Officer, MySource or by emailing the Ethics Office at securitiestradingpolicyhelp@bnymellon.com.

Under no circumstances can an ADM provide portfolio recommendations or place trades based on their potential impact to his/her personal securities holdings, nor can s/he refuse to take such action to avoid submitting a Contemporaneous Disclosure. The ADM’s fiduciary duty to make portfolio recommendations and trades solely in the best interest of the client must always take precedence.

Approval - approval must be obtained from the ADM’s CIO or CEO, or their designee, prior to the first such portfolio recommendation or transaction in a particular security in a calendar month. Disclosure forms for subsequent transactions in the same security are not required for the remainder of the calendar month so long as purchases/sells in all portfolios do not exceed the maximum number of shares, options, or bonds disclosed on the disclosure form. If the ADM seeks to effect a transaction or makes a recommendation in a direction opposite of the most recent disclosure form, a new disclosure form must be completed prior to the transaction or recommendation.

Exemption to the Contemporaneous Disclosure Requirement - ADMs who are index fund managers and have no investment discretion in replicating an index model or clone portfolio do not need to comply with this disclosure requirement. This exemption does not apply in the following circumstances:

17

Additional Rules for ADM and Investment Employees - continued

Securities Exempt from Reporting - certain securities are exempt from the requirement to submit a Contemporaneous Disclosure. They are:

Your Responsibility - it is an ADMs responsibility to confirm with their Preclearance Compliance Officer whether s/he is required to comply with the above reporting requirements.

Compliance Monitoring - The IEC will monitor the ADMs’ compliance with all provisions of this Policy.

18

Additional Rules for Insider Risk, Fund Officer, Fund Service, Service, and Pre-Release Earnings Group Employees

Insider Risk Employees

Trade Preclearance Exemptions

In addition to the exemptions provided on Page 13, Insider Risk Employees are not required to preclear Proprietary Funds, Exchange Traded Funds, and municipal bonds. Please note that they are required to preclear Exchange Traded Notes (ETNs).

Fund Officer, Fund Service, and Service Employees

Company Oversight

While employees in these classifications are subject to the General Standards of Conduct and the approved broker-dealer requirement (U.S. employees only) contained in the Policy, they are not required to preclear trades, and therefore, are not subject to pre-trade denials of those trades. However, employees in these classifications are subject to a post-trade backtesting analysis that is designed to accumulate and assess employee trading activity that mirrors company or client trades. This may result in a change to the employee’s classification that will require future preclearance approval.

Pre-Release Earnings Group (PREG) Employees

General Restrictions

Every quarter, the company imposes a restriction on PREG employees. These employees are deemed to have access to inside information with respect to the company’s financial results and are prohibited from trading in the company’s securities from 12:01AM, Eastern Time, on the 15th day of the month preceding the end of each calendar quarter through the 2nd trading day after the public announcement of the company’s earnings for that quarter (Blackout Period). For example, if earnings are released on a

Wednesday, the Pre-Release Earnings Group cannot trade the company’s securities until Friday. Non-trading days, such as weekends or holidays, are not counted as part of the restricted period. Occasionally, the company may extend the restricted period for some or all members of the group.

Blackout Period Trading Implications - Profit Disgorgement/Loss Recognition

Any trade in BNY Mellon securities made during the blackout period must be reversed with any corresponding profit recognized from the reversal subject to profit disgorgement. The employee will incur any loss resulting from the reversal of a blackout period trade. Profit disgorgement will be in accordance with procedures established by senior management. For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transaction(s). Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes and the employee will be responsible for any tax costs associated with the transaction(s).

19

Additional Rules for Dreyfus/FINRA Employees

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

Reporting Securities Holdings and Transactions

Reporting Holdings and Transactions - you must report your securities accounts (such as broker accounts), holdings in securities (both within and outside of accounts) and transactions in securities.

To determine whether or not these reporting requirements apply to you, contact the Ethics Office or your Compliance Officer.

How to Report - instruct the broker, trust account manager or other entity through which you have a securities trading account to send copies of all trade confirmations and statements relating to each account of which they directly or indirectly own to the company. For securities held outside of an account (such as those held directly with an issuer or maintained in paper certificate form), employees must comply with the company’s request to confirm transactions and holdings. Employees subject to the reporting requirements are also required to comply with periodic reporting requests.

20

General Personal Securities Trading Chart
				Fund Service,
Selected Policy				Service, Fund		Non-
	ADM	Investment	Insider	Officer, and	PREG	Classified
Provisions				Dreyfus/FINRA		Employees
				Employees
U.S.-based employees –
required to use approved	X	X	X	X	X
broker-dealer
Initial Accounts and
Holdings Reports (filed	X	X	X	X	X
within 10 days of being
classified)
Annual Certification
(filed within 30 days of	X	X	X	X	X
year-end)
Quarterly Certification				Only applies to Fund
(filed within 30 days of	X	X		Officers and non-U.S.
quarter-end)				based Fund Service
				Employees
					X
					(BNYM
Preclear trades	X	X	X		Stock
					Only)
Preclearance window (in
business days, includes	2 days	2 days	3 days		3 days
day approval granted)
Preclear proprietary
funds, Exchange Traded
Funds (ETFs), municipal	X	X
bonds, and all other non-
exempt securities
Preclear Exchange	X	X	X
Traded Notes (ETNs)
Subject to 7+ - day	X
blackout period	(PMs only)
Additional approvals	X
required for personal
trades in micro-cap	(Micro-Cap
securities	ADMs only)
Short-term trading (60
days) profit	X	X
disgorgement on all
trades
Short-term trading (60
days) profit
disgorgement on BNYM	X	X	X	X	X	X
stock
Prohibited from buying
BNYM stock on margin,
short selling BNYM, and	X	X	X	X	X	X
trading in BNYM
derivatives (options)
Initial Public Offerings
are prohibited (refer to
Policy waiver	X	X	X	X	X	X
requirements)
Private Placements
require Ethics Office	X	X	X	X	X	X
pre-approval

21

Getting Help and Reporting Violations

Getting Help

If you have a question about the Policy please contact the Securities Trading Policy Help Line

North America 1-800-963-5191.

     Outside of North America, dial your international access code, then 1-800-963-51912. Email: securitiestradingpolicyhelp@bnymellon.com

Reporting Violations

To report a concern regarding ethical business conduct, a violation of this Policy, the company’s Code of Conduct, related company policies, please contact the Ethics Office or your Compliance Officer. Known or suspected violations of the Policy must be promptly reported and either the Ethics Help Line or the Ethics Hot Line (Ethics Point) may be used for this purpose.

Ethics Help Line - This line is answered by Ethics Office staff during regular Eastern Standard Time business hours and contacts may be anonymous. You can reach the Ethics Help Line by:

Telephone:

Asia (except Japan): 001-800-710-63562 Australia: 0011-800-710-63562 Brazil: 0800-891-3813 Europe: 00-800-710-63562

Japan: international access code + 800-710-6356 United States and Canada: 1-888-635-5662 All other locations: call collect to 412-236-7519

Email: ethics@bnymellon.com

Mail: BNY Mellon Corporation’s Ethics Office P.O. Box 535026 Pittsburgh, PA 15253-5026 – USA

Ethics Hot Line (EthicsPoint) - If you are uncomfortable contacting the company directly, you can contact EthicsPoint, an independent hotline administrator, as an alternative channel to raise your concerns. All contacts may be anonymous. You can reach the Ethics Hot Line (EthicsPoint) by:

22

Glossary Definitions

- cash and cash-like securities (e.g., bankers acceptances, bank CDs and time deposits, money market funds, 

commercial paper, repurchase agreements). 

- direct obligations of the sovereign governments of the United States (U.S. employees only), United Kingdom 

(U.K. employees only) and Japan (Japan employees only). Obligations of other instrumentalities of the U.S., 

U.K., and Japanese governments or quasi-government agencies are not exempt. 

- high-quality, short-term debt instruments having a maturity of less than 366 days at issuance and rated in one of 

the two highest rating categories by a nationally recognized statistical rating organization or which is unrated but 

of comparable quality. 

- securities issued by open-end investment companies (i.e., mutual funds and variable capital companies) that are 

not Proprietary Funds or Exchange Traded Funds). 

- non-company 401(k) plans (e.g., spouse’s plan, previous employer’s plan, etc.). 

- 529 plans, provided they are not invested in Proprietary Funds. 

- fixed annuities. 

- variable annuities that are not invested in Proprietary Fund sub-accounts. 

23

Glossary Definitions – continued

Indirect Ownership - generally, you are the indirect owner of securities (and preclearance and other provisions of the Policy will therefore apply to those securities) if you are named as power of attorney on the account or, through any contract, arrangement, understanding, relationship or otherwise, you have the opportunity, directly or indirectly, to share at any time in any profit derived from a transaction in them (a “pecuniary interest”). Common indirect ownership situations include, but are not limited to:

24

Glossary Definitions – continued

Option - a security which gives the investor the right, but not the obligation, to buy or sell a specific security at a specified price within a specified time frame. For purposes of compliance with the Policy, an employee who buys/sells an option is deemed to have purchased/sold the underlying security when the option was purchased/sold. Four combinations are possible as described below.

Call Options
-	If an employee buys a call option, the employee is considered to have purchased the underlying security on the
	date the option was purchased.
-	If an employee sells a call option, the employee is considered to have sold the underlying security on the date
	the option was sold (for covered call writing, the sale of an out of the money option is not considered for
	purposes of the 60 day trading prohibition). Please note that this would not apply to covered calls on BNY
	Mellon stock as option trades are prohibited (see page 7).
Put Options
-	If an employee buys a put option, the employee is considered to have sold the underlying security on the date
	the option was purchased.
-	If an employee sells a put option, the employee is considered to have bought the underlying security on the date
	the option was sold.

25

EX-24

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Kiesha Astwood, James Bitetto, Joni Lacks Charatan, Joseph M. Chioffi, Janette E. Farragher, John B. Hammalian, Robert R. Mullery and Jeff Prusnofsky, and each of them, with full power to act without the other, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (until revoked in writing), to sign the Fund's Registration Statement on Form N-1A (and any and all amendments, including post-effective amendments, thereto), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This document hereby revokes in its entirety the Powers of Attorney executed December 1, 2009, December 10, 2009, and April 7, 2011 by the undersigned.[1] 

Except as otherwise specifically provided herein, this Power of Attorney shall not in any manner revoke in whole or in part any power of attorney that the persons whose signatures appear below previously executed.  This Power of Attorney shall not be revoked by any subsequent power of attorney that the persons whose signatures appear below may execute, unless such subsequent power specifically provides that it revokes this Power of Attorney by referring to the date of execution of this document or specifically states that the instrument is intended to revoke all prior powers of attorney. 

/s/ Joseph S. DiMartino_______ Joseph S. DiMartino	September 13, 2012
/s/ Peggy Davis_____________ Peggy Davis	September 13, 2012
/s/ David P. Feldman_________ David P. Feldman	September 13, 2012
/s/ Ehud Houminer___________ Ehud Houminer	September 13, 2012
/s/ Lynn Martin______________ Lynn Martin	September 13, 2012
/s/ Robin Melvin_____________ Robin Melvin	September 13, 2012
/s/ Dr. Martin Peretz__________ Dr. Martin Peretz	September 13, 2012
/s/ Philip L. Toia_____________ Philip L. Toia	September 13, 2012

[1]       Use if needed by the terms of the existing POA.

EXHIBIT A

Advantage Funds, Inc.

Dreyfus 100% U.S. Treasury Money Market Fund

Dreyfus BASIC U.S. Mortgage Securities Fund

Dreyfus Growth and Income Fund, Inc.

Dreyfus Index Funds, Inc.

Dreyfus International Funds, Inc.

Dreyfus Manager Funds I

Dreyfus Manager Funds II

Dreyfus Midcap Index Fund, Inc.

Dreyfus Money Market Instruments, Inc.

Dreyfus New Jersey Municipal Bond Fund, Inc.

Dreyfus Premier Investment Funds, Inc.

Dreyfus Research Growth Fund, Inc.

Dreyfus Stock Index Fund, Inc.

Dreyfus U.S. Treasury Intermediate Term Fund

Dreyfus U.S. Treasury Long Term Fund

Dreyfus Variable Investment Fund