SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ____)
 
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[X]X ]Definitive Proxy Statement
[   ]Definitive Additional Materials
[   ]Soliciting Material Pursuant to Rule 14a-12


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
Dreyfus BASIC U.S. Mortgage Securities Fund
Dreyfus New Jersey Municipal Bond Fund, Inc.______________________________________________________________________
Dreyfus Premier Investment Funds, Inc.
Dreyfus U.S. Treasury Intermediate Term Fund
Dreyfus U.S. Treasury Long Term Fund
Dreyfus 100% U.S. Treasury Money Market Fund(Name of Registrant as Specified in Charter)
 
 ______________________________________________________________________
(Name of Registrants as Specified in Charters)
______________________________________________________________________
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The Dreyfus Family of Funds
200 Park Avenue
New York, New York 10166
 

 
Dear Shareholder:
 
Your Dreyfus fund(s) and certain other funds in theThe Dreyfus Family of Funds will hold a special joint meeting of shareholdersshareholder meetings on May 31, 2011.August 3, 2012.  Shareholders of each of these funds will be asked to elect an additional Board membermembers of their fund and elect two Board members who have been appointed by their fund's Board and serve asfunds.  The nominees are current Board members of some or all of these funds.  The election of additional Board members to your fund is being proposed primarily to consolidate the fund, but whose election has not been proposed to shareholders until now.Boards of these funds.  The enclosed proxy statement describes the Board member nominees' qualifications and each of their respective current roles overseeing funds in theThe Dreyfus Family of Funds.  Please take the time to read the enclosed materials.
 
BecauseSince the proposal to elect Board members is common to these funds, we have combined the proxy statement.statement to save on fund expenses.  If you own shares of more than one of these Dreyfus funds, the combined proxy statement also may save you the time of reading more than one document before you vote.  If you own shares of more than one of these Dreyfus funds on the record date for the meeting,meetings, please note that each fund has a separate proxy card.  You should vote onecomplete a proxy card, or otherwise provide voting instructions, for each fund in which you own shares.shares.
 
Remember, your vote is extremely important, no matter how large or small your fund holdings.  By voting promptly, you can help avoid additional costs that are incurred with follow-up letters and calls.
To vote, you may use any of the following methods:
 
·
By Mail.  Please complete, date and sign the enclosed proxy card for each fund in which you own shares and mail it in the enclosed, postage-paid envelope.
·
By Internet.  Have your proxy card(s) available.  Go to the website listed on the proxy card.  Enter your control number from your proxy card.  Follow the instructions on the website.
·
By Telephone.  Have your proxy card(s) available.  Call the toll-free number listed on the proxy card.  Enter your control number from your proxy card.  Follow the recorded instructions.
·
In Person.  Any shareholder who attends the meeting in person may vote by ballot at the meeting.
 
We encourage you to vote through the Internet or by telephone using the number that appears on your proxy card(s).  These voting methods will save the funds money because they would not have to pay for return-mail postage.  If you later decide to attend the meeting, you may revoke your proxy and vote your shares in person at the meeting.  Whichever voting method you choose, please take the time to read the full text of the proxy statement before you vote.
 
Your vote is very important to us.  If you have any questions before you vote, please call one of the Dreyfus service representatives at 1-800-645-6561.1-800-DREYFUS.  Thank you for your response and for your continued investment with theThe Dreyfus Family of Funds.
 
Sincerely,


Bradley J. Skapyak
President
The Dreyfus Family of Funds
Sincerely,
Bradley J. Skapyak
President
 
 
 
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
Dreyfus New Jersey Municipal Bond Fund, Inc.
Dreyfus Premier Investment Funds, Inc.*
Dreyfus U.S. Treasury Intermediate Term Fund
Dreyfus U.S. Treasury Long Term Fund
Dreyfus 100% U.S. Treasury Money Market Fund
______________________________________________
Notice of Special Joint Meeting of Shareholders
To Be Held on May 31, 2011
______________________________________________

Notice of Special Meetings of Shareholders
To Be Held on August 3, 2012

To the Shareholders:
 
A Special Joint MeetingMeetings of Shareholders of each of the funds in The Dreyfus Family of Funds listed above (each, a "Fund" and, collectively, the "Funds")* will be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 8th Floor, New York, New York 10166, on Tuesday, May 31, 2011Friday, August 3, 2012 at 10:30 a.m.,the time set forth on Schedule 1 to the Proxy Statement, for the following purposes:
 
1.      To elect Board members to hold office until their successors are duly elected and qualified.
 
2.      To transact such other business as may properly come before the meeting orand any adjournment or adjournments thereof.
 
Shareholders of record at the close of business on March 17, 2011June 5, 2012 will be entitled to receive notice of and to vote at the meeting.
 
 By Order of the Boards,
  
 Michael A. Rosenberg
Janette E. Farragher
 Secretary
 New York, New York
 June 11, 2012


New York, New York
March 28, 2011
 

______________________
*Advantage Funds, Inc., Dreyfus Index Funds, Inc., Dreyfus International Funds, Inc., Dreyfus Manager Funds I, Dreyfus Manager Funds II, Dreyfus Money Market Instruments, Inc., Dreyfus Premier Investment Funds, Inc. is aand Dreyfus Variable Investment Fund are "series" investment companycompanies comprised of separate portfolios.portfolios, each of which may be referred to as a Fund, as applicable, in the Proxy Statement.  For a list of the Fund's series, see Schedule 1 to the proxy statement.  Shareholders of each series of the Fund will vote as a single class on the proposal to elect Board members for the Fund.Proxy Statement.
 


WE NEED YOUR PROXY VOTE.
VOTE
A SHAREHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL.  BY LAW, THE MEETING OF SHAREHOLDERS OF A FUND WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS REPRESENTED.  IN THAT EVENT, THE AFFECTED FUND, AT SHAREHOLDERS' EXPENSE, WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM.  CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD(S) OR OTHERWISE VOTE PROMPTLY.  YOU AND ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION.


 
 
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 100% U.S. Treasury Money MarketVariable Investment Fund

 
COMBINED PROXY STATEMENT
 
Special Joint MeetingMeetings of Shareholders
to be held on May 31, 2011August 3, 2012
 
This proxy statementProxy Statement is furnished in connection with a solicitation of proxies by each of the respective Boards of Advantage Funds, Inc. ("AF"), Dreyfus 100% U.S. Treasury Money Market Fund ("DUSTMMF"), Dreyfus BASIC U.S. Mortgage Securities Fund ("DBUSMSF"), Dreyfus Growth and Income Fund, Inc. ("DGIF"), Dreyfus Index Funds, Inc. ("DIF"), Dreyfus International Funds, Inc. ("DILF"), Dreyfus Manager Funds I ("DMFI"), Dreyfus Manager Funds II ("DMFII"), Dreyfus Midcap Index Fund, Inc. ("DMIF"), Dreyfus Money Market Instruments, Inc. ("DMMI"), Dreyfus New Jersey Municipal Bond Fund, Inc. ("DNJMBF"), Dreyfus Premier Investment Funds, Inc. ("DPIF"), Dreyfus Research Growth Fund, Inc. ("DRGF"), Dreyfus Stock Index Fund, Inc. ("DSIF"), Dreyfus U.S. Treasury Intermediate Term Fund ("DUSTITF"), Dreyfus U.S. Treasury Long Term Fund ("DUSTLTF") and Dreyfus 100% U.S. Treasury Money MarketVariable Investment Fund ("DUSTMMF"DVIF") (each, a "Fund" and, collectively, the "Funds") to be used at the Special Joint Meeting of Shareholders (the "Meeting") of each Fund to be held on Tuesday, May 31, 2011Friday, August 3, 2012 at 10:30 a.m.,the time set forth on Schedule 1 to this Proxy Statement, at the offices of The Dreyfus Corporation ("Dreyfus"), 200 Park Avenue, 8th Floor, New York, New York 10166, and at any and all adjournments thereof, for the purposes set forth in the accompanying Notice of Special Joint MeetingMeetings of Shareholders.  Shareholders of record at the close of business on March 17, 2011June 5, 2012 are entitled to receive notice of and to vote at the Meeting.  Shareholders are entitled to one vote for each Fund share held and fractional votes for each fractional Fund share held.  Shareholders can vote only on matters affecting the Fund(s) of which they are shareholders.  Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon.  If any enclosed form of proxy is executed and returned, it nevertheless may be revoked by another proxy by calling the toll-free telephone number, through the Internet or by letter directed to the relevant Fund, which must indicate the shareholder's name and account number.  To be effective, such revocation must be received before the Meeting.  In addition, any shareholder who attends the Meeting in person may vote by ballot at the Meeting, thereby canceling any proxy previously given.
 
Shareholders of each Fund will vote as a single class (which includes all series of a Fund) and will vote separately from the shareholders of each other Fund on the election of Board members.  It is essential that shareholders who own shares in more than one Fund complete, date, sign and return each proxy card they receive.receive, or otherwise provide voting instructions with respect to each such Fund.
 
Information as to the number of shares outstanding and share ownership for each Fund is set forth on Schedule 12 to this proxy statement.Proxy Statement.
 
______________________
*Dreyfus Premier Investment Funds, Inc. is a "series" investment company comprised of separate portfolios.  For a list of the Fund's series, see Schedule 1 to the proxy statement.  Shareholders of each series of the Fund will vote as a single class on the proposal to elect Board members for the Fund.
The principal executive offices of each Fund are located at 200 Park Avenue, New York, New York 10166.  Copies of each Fund's most recent Annual and, if applicable, Semi-Annual Reports are available upon request, without charge, by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144,11556, or by calling toll-free 1-800-645-6561.1-800-DREYFUS.

 
IMPORTANT NOTICE REGARDING INTERNET
AVAILABILITY OF PROXY MATERIALS
THIS PROXY STATEMENT AND COPIES OF EACH FUND'S MOST RECENT
ANNUAL REPORTAND, IF APPLICABLE, SEMI-ANNUAL REPORTS TO SHAREHOLDERS ARE AVAILABLE AT
HTTP://WWW.DREYFUS.COM/PROXYINFO.HTM.

 
PROPOSAL:  ELECTION OF BOARD MEMBERS
 
The Nominees.  It is proposed that shareholders of each Fund consider the election of Joseph S. DiMartino, Philip L. Toia and Robin A. Melvinthe individuals listed below (the "Nominees") as additional Board members of their Fund.  Ms. Melvin and Messrs. DiMartino and Toia (the "Nominees")Fund as indicated.  The Nominees were selected and nominated by those members of the present Boards of the relevant Funds who are not "interested persons" of the Funds ("Independent Board members"),persons," as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), of the Funds ("Independent Board members").  Messrs. DiMartino and ToiaThe Nominees currently serve as Board members of some or all of the Funds, as well as other funds in the Dreyfus Family of Funds; theyFunds.  (Joseph S. DiMartino and David P. Feldman were previously elected by the Board members of the Funds, but their election has not been proposed to shareholders of the Funds, until now.  Mr. DiMartino currently serves as Chairman of the Board of each Fund and need not be re-elected to the Board of any Fund.  Peggy C. Davis, Ehud Houminer and Martin Peretz were previously elected by the other funds inshareholders of AF, DGIF, DIF, DILF, DMFI, DMFII, DMIF, DMMI, DRGF, DSIF and DVIF and need not be re-elected to the Dreyfus FamilyBoard of such Funds.  Ms.Lynn Martin, Robin A. Melvin and Philip L. Toia were previously elected by shareholders of DUSTMMF, DBUSMSF, DNJMBF, DPIF, DUSTITF and DUSTLTF and need not be re-elected to the Board of such Funds.)  Gordon J. Davis, currently servesa Board member of DUSTMMF, DBUSMSF, DNJMBF, DPIF, DUSTITF and DUSTLTF, will resign as a Board member of other funds inthese Funds effective September 1, 2012.  The election of additional Board members to the Dreyfus FamilyBoards of the Funds is being proposed primarily to consolidate the Boards of the Funds.  Consolidating the Boards of the Funds may provide certain administrative efficiencies and potential future cost savings for the Funds.  Each Nominee has consented to being named in this proxy statementProxy Statement and has agreed to serve as a Board member of the indicated Funds if elected.  Biographical information about each Nominee is set forth below.  Biographical information about each Fund's currentWith respect to AF, DGIF, DIF, DILF, DMFI, DMFII, DMIF, DMMI, DRGF, DSIF and DVIF, the Nominees for election as Board members who are notof these Funds are:  Lynn Martin, Robin A. Melvin and Philip L. Toia.  With respect to DUSTMMF, DBUSMSF, DNJMBF, DPIF, DUSTITF and DUSTLTF, the Nominees information on each Nominee'sfor election as Board members of these Funds are:  Peggy C. Davis, Ehud Houminer and current Board member's ownership of shares of the Funds, and other relevant information is set forth on Exhibit A to this proxy statement.Martin Peretz.
 
The persons named as proxies on the enclosed proxy card(s) will vote for the election of the Nominees unless authority to vote for any or all of the Nominees is withheld in the proxy.  Each Nominee elected will serve as an Independent Board member of the relevantrespective Fund commencing, subject to the discretion of the Board, on or about September 1, 2012 and until his or her successor is duly elected and qualified.  It is not contemplated that any Nominee will be unable to serve as a Board member for any reason, but, if that should occur prior to the Meeting, the proxy holders will vote for such other nominee or nominees as the Funds' Independent Board members may recommend.  Independent board members
Board's Oversight Role in Management. Each Board's 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 Dreyfus, the Funds' investment adviser, and its affiliates, have responsibility for the day-to-day management of the Funds, which includes responsibility for risk management (including management of investment companies playrisk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk).  As part of its oversight, each Board, acting at its scheduled meetings, or the Chairman of the Boards, acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including Dreyfus' Chief Investment Officer (or a critical rolesenior representative of his office), the Funds' and Dreyfus' Chief Compliance Officer and portfolio management personnel.  Each Board's 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 auditors and the Funds' Chief Financial Officer.  Each Board also receives 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, each Board also receives informational reports from the Board's independent legal counsel regarding regulatory compliance and governance matters.  Each Board has adopted policies and procedures designed to address certain risks to the Funds.  In addition, Dreyfus 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 each Fund's Board members be Independent Board members and as such not affiliated with Dreyfus.  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, all of the Funds' Board members who are expected to continue to serve as Board members from September 1, 2012, including the Chairman of the Boards, are Independent Board members.  The Boards have determined that their leadership structure, in overseeing fund operationswhich the Chairman of the Boards is not affiliated with Dreyfus, is appropriate in light of the specific characteristics and policingcircumstances of the Funds, including, but not limited to:  (i) services that Dreyfus and its affiliates provide to the Funds and the potential conflicts of interest betweenthat could arise from these relationships; (ii) the fundextent to which the day-to-day operations of the Funds are conducted by Fund officers and employees of Dreyfus or its investment adviseraffiliates; and other service providers.(iii) the Boards' oversight role in management of the Funds.
 
Information About the Experience, Qualifications, Attributes or Skills of Each Board Member and Nominee.  The following tables presenttable presents information about the current Board members and Nominees, including their principal occupations and other public company board memberships for the past five years and for Messrs. DiMartino and Toia, when they first became a Board member of each Fund of which they are currently a Fund.Board member.  The address of each Board member and Nominee is c/o The Dreyfus Corporation, 200 Park Avenue, 8th Floor, New York, New York 10166.  Information about each Board member's and Nominee's ownership of shares of the Funds and other relevant information, including information about the Funds' officers, is set forth on Exhibit A to this Proxy Statement.
 

Name (Age) of Board Member or Nominee (Age)
Position with Funds (Since)
Principal Occupation
During Past 5 Years
Other Public Company Board
Memberships During Past 5 Years
Nominees for AF, DGIF, DIF, DILF, DMFI, DMFII, DMIF , DMMI, DRGF, DSIF and DVIF
Lynn Martin (72)
Board Member
DUSTMMF (1993)
DBUSMSF (1993)
DNJMBF (1993)
DPIF (1993)
DUSTITF (1993)
DUSTLTF (1993)
President of The Martin Hall Group LLC, a human resources consulting firm (2005 present)
AT&T, Inc., a telecommunications company, Director (1999 – 2012)
Ryder System, Inc., a supply chain and transportation management company, Director (1993 – 2012)
The Proctor & Gamble Co., a consumer products company, Director (1994 – 2009)
Constellation Energy Group, Inc., Director (2003 – 2009)
Board member of 6 funds (17 if elected at the Meeting) in The Dreyfus Family of Funds (13 portfolios and 46 if elected at the Meeting)
Robin A. Melvin (48)
Board Member
DUSTMMF (2011)
DBUSMSF (2011)
DNJMBF (2011)
DPIF (2011)
DUSTITF (2011)
DUSTLTF (2011)
Director, Boisi Family Foundation, a private family foundation that supports organizations serving the needs of youth from disadvantaged circumstances (1995 – 2012)Board member of 28 funds (39 if elected at the Meeting) in The Dreyfus Family of Funds (50 portfolios and 83 if elected at the Meeting)
Philip L. Toia (79)
Board Member
DUSTMMF (1997)
DBUSMSF (1997)
DNJMBF (1997)
DPIF (1997)
DUSTITF (1997)
DUSTLTF (1997)
Private InvestorBoard member of 13 funds (24 if elected at the Meeting) in The Dreyfus Family of Funds (23 portfolios and 56 if elected at the Meeting)
Nominees for DUSTMMF, DBUSMSF, DNJMBF, DPIF, DUSTITF and DUSTLTF
Peggy C. Davis (69)
Board Member
AF (2006)
DGIF (2006)
DIF (2006)
DILF (2006)
DMFI (2006)
DMFII (2006)
DMIF (2006)
DMMI (2006)
DRGF (2006)
DSIF (2006)
DVIF (2006)
Shad Professor of Law, New York University
        School of Law (1983 – present)
Board member of 22 funds (28 if elected at the Meeting) in The Dreyfus Family of Funds (50 portfolios and 63 if elected at the Meeting)
Martin Peretz (72)
Board Member
AF (2006)
DGIF (1991)
DIF (2006)
DILF (1993)
DMFI (2006)
DMFII (2006)
DMIF (2006)
DMMI (1974)
DRGF (1971)
DSIF (2006)
DVIF (1990)
Editor-in-Chief Emeritus of The New Republic Magazine (2010 – present) (previously, Editor-in-Chief, 1974 – 2010)
TheStreet.com, a financial information service on the web, Director (1996 – present)
Board member of 11 funds (17 if elected at the Meeting) in The Dreyfus Family of Funds (33 portfolios and 46 if elected at the Meeting)
Ehud Houminer (71)
Board Member
AF (1993)
DGIF (2006)
DIF (1996)
DILF (2006)
DMFI (2003)
DMFII (2003)
DMIF (1996)
DMMI (2006)
DRGF (2006)
DSIF (1996)
DVIF (2006)
Executive-in-Residence at the Columbia Business School, Columbia University (1992 – present)
Avnet, Inc., an electronics distributor, Director (1993 – present)
Board member of 26 funds (32 if elected at the Meeting) in The Dreyfus Family of Funds (60 portfolios and 73 if elected at the Meeting)
Current Board Members for all Funds
Joseph S. DiMartino (67)(68)
Chairman of the BoardBoards
and NomineeAF (1995)
DUSTMMF (1995)
DBUSMSF (1995)
DGIF (1995)
DIF (1995)
DILF (1995)
DMFI (2003)
DMFII (2003)
DMIF (1995)
DMMI (1995)
DNJMBF (1995)
DPIF (1995)
DRGF (1995)
DSIF (1995)
DUSTITF (1995)
DUSTLTF (1995)
DUSTMMFDVIF (1995)
Corporate Director and Trustee
Board member of 76 funds (175 portfolios) in The Dreyfus Family of Funds
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)– 2010)
 
Sunair Services Corporation, a provider of certain outdoor-related services to homes and businesses, Director (2005 - 2009)
Board member of 72 funds in The Dreyfus Family of Funds (156 portfolios)
   
Philip L. Toia (77)David P. Feldman (72)
Board Member and Nominee
AF (1996)
DUSTMMF (1987)
DBUSMSF (1997)(1987)
DGIF (1994)
DIF (1989)
DILF (1994)
DMFI (2003)
DMFII (2003)
DMIF (1989)
DMMI (1994)
DNJMBF (1997)(1987)
DPIF (1997)(1991)
DRGF (1994)
DSIF (1996)
DUSTITF (1997)(1987)
DUSTLTF (1997)(1987)
DUSTMMF (1997)DVIF (1994)
Corporate Director and TrusteePrivate Investor
BBH Mutual Funds Group (4 registered mutual funds), Director (1992 – present)
QMed, Inc., a healthcare company, Director (1999 – 2007)
Board member of 1417 funds (26 portfolios) in The Dreyfus Family of Funds (46 portfolios)

Each Board member has been a Dreyfus Family of Funds Board member for over fifteen years.  Additional information about each Nominee and Board member follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each Nominee or Board member possesses which the Board believes have prepared them to be effective Board members.  The Boards believe 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 Boards believe 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 Boards believe that their members and Nominees 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 Boards of 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 Boards' nominating committees contains certain other factors considered by the committees 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 Dreyfus; counsel to the Funds and the Boards have significant experience advising funds and fund board members.  The Boards and their committees have the ability to engage other experts as appropriate.  Each Board evaluates its performance on an annual basis.
 
·
Joseph S. DiMartino – Mr. DiMartino has been the Chairman of the Boards 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 The Bank of New York Mellon Corporation ("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 New York Stock Exchange.
·
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 (46)
Nominee
– Ms. Melvin served as a Director of the Boisi Family Foundation, a private family foundation that supports youth-serving organizations that promoteserving the self sufficiencyneeds of youth from disadvantaged circumstances, (1995 – present)
Senior Vice President, Mentor,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, (1992 – 2005)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 was an investment banker with Goldman Sachs Group, Inc.
 
·
BoardDr. 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 24 funds (41 portfolios)the faculty of Harvard University from 1966 through 2002.  He currently serves on the boards of a number of significant non-profit organizations.
·
Philip L. Toia – From 1984 through 1997, Mr. Toia served in Thevarious roles as an employee of Dreyfus.  During this time he directed the organization of the fixed-income research group and investor relations, organized the bank wholesaling group, and served as a director and officer of subsidiaries of Dreyfus.  Upon the acquisition of Dreyfus Familyby a predecessor of FundsBNY 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 director of Dreyfus.  He ceased all roles at Dreyfus by 1997.  Prior to joining 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 the 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.
 
Evaluation of Potential Nominees/Diversity.  In addition to the general experience, qualifications, attributes or skills described above, a Fund's Nominating Committee (see "Fund Board Committees" below) may consider whether a potential nominee's professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board's membership and collective attributes.  Such considerations will vary based on the Board's existing membership and other factors, such as the strength of a potential nominee's overall qualifications relative to diversity considerations.  The Funds' Nominating Committee Charter contains certain other factors considered by the Committee in identifying and evaluating potential nominees (including any nominees recommended by shareholders as provided in the Nominating Committee Charter).  A copy of the Funds' Nominating Committee Charter and Procedures is not available on the Funds' or Dreyfus' website, but is attached as Exhibit B to this Proxy Statement.
Compensation.  Each Fund typically pays its Board members its allocated portion of an annual retainer and a fee per meeting attended for the Fund and other funds in The Dreyfus Family of Funds, and reimburses them for their expenses.  Each Fund also pays its Emeritus Board members its allocated portionThe Chairman of the Boards receives an annual retaineradditional 25% of such compensation, and a feethe Chairman of the Audit Committee of AF, DGIF, DIF, DILF, DMFI, DMFII, DMIF, DMMI, DRGF, DSIF and DVIF receives an additional $15,000 per meeting attended for the Funds.annum.  For information on the amount of compensation paid to each current Board member by a Fund for the Fund's last fiscal year, and paid by all funds in theThe Dreyfus Family of Funds for which such person was a Board member for the year ended December 31, 2010,2011, see Exhibit A to this proxy statement.Proxy Statement.
 
Board Member Emeritus Program.  The currentBoards have adopted an Emeritus Program to provide Board members who have served on the Board of one or more funds in The Dreyfus Family of Funds for an extended period of time and who have attained a certain age a means for assuming a less demanding role with the Fund while maintaining an ongoing relationship with the Fund.  The Boards have determined that the continued wise guidance and input such experienced Board members can provide merited the establishment of the Program.  Under the Board Member Emeritus Program, for a Board member whose first service on the Board of any fund in The Dreyfus Family of Funds occurred before September 30, 2008, upon reaching age 72, such Board member is entitled to elect Emeritus status with respect to each Fund if he or she has served on the Board of a Fund for at least 10 years.  Upon reaching age 80, Emeritus status is mandatory and becomes effective immediately, unless the Board member chooses to retire at that time.  The 10-year pre-requisite for service as a Fund Board member will be waived for a Board member who reaches age 80 but has not served as a Board member of a Fund for at least 10 years.  For a Board member whose first service on the Board of any fund in The Dreyfus Family of Funds occurs after September 30, 2008, upon reaching age 72, such Board member is entitled to elect Emeritus status with respect to each Fund if he or she has served on the Board of a Fund for at least 5 years.  Upon reaching age 75, Emeritus status is mandatory and becomes effective immediately, unless the Board member chooses to retire at that time.  The 5-year pre-requisite for service as a Fund Board member will not be waived and any such Board member who reaches age 75 but has not served as a Board member of a Fund for at least 5 years will be required to retire at that time.
An Emeritus Board member is permitted to serve as such for a maximum of 10 years from the date Emeritus status is achieved.  An Emeritus Board member:  (i) does not have voting rights with respect to matters pertaining to a Fund, and is relieved of all formal responsibilities with respect to the Fund; (ii) may attend all Board meetings, but is under no fiduciary obligation with respect to a Fund; (iii) is not subject to election by Fund shareholders; and (iv) is eligible to be indemnified to the fullest extent permitted under a Fund's governing documents, as amended from time to time.
Emeritus Board members are responsible for overseeing managemententitled to receive an annual retainer of one-half the amount paid as a retainer at the time the Board member achieves Emeritus status and one-half the per meeting attendance fee in effect on the date of the Funds.meeting attended by the Emeritus Board member (the "Emeritus Fee").  For more informationa Board member whose first service on the Board's oversight roleBoard of any fund in The Dreyfus Family of Funds occurs after September 30, 2008, he or she will receive 50% of the Emeritus Fee, plus an additional 10% of the Emeritus Fee for each year of service between six and ten years as well as its composition and leadership structure, see Exhibit A to this proxy statement.a Board member.  Emeritus Board members are reimbursed for reasonable expenses incurred in connection with attending Board meetings.
 
Fund Board Committees.  Each Fund has a standing audit, nominatingAudit Committee, Nominating Committee and compensation committee,Compensation Committee, each of which is comprised of the Fund's Independent Board members.  Each Fund, except DUSTMMF, DMMI and DVIF – Money Market Portfolio, also has a Pricing Committee comprised of any one or more of the Board members, the function of which is to assist in valuing the Fund's investments.  For information on the number of committee meetings held during each Fund's last fiscal year, see Exhibit A to this proxy statement.Proxy Statement.
 
The function of each Fund's audit committeeAudit Committee is to (i) oversee the Fund's accounting and financial reporting processes and the audits of the Fund's financial statements and (ii) assist in the Board's oversight of the integrity of the Fund's financial statements, the Fund's compliance with legal and regulatory requirements and the independent registered public accounting firm's qualifications, independence and performance.  A copy of the form of the Funds' audit committee charter is not available on the Funds' or Dreyfus' website, but is set forth in Exhibit B to this proxy statement.
 
Each Fund's nominating committeeNominating Committee is responsible for selecting and nominating persons as members of the Board for election or appointment by the Board and for election by shareholders.  In evaluating potential nominees, including any nominees recommended by shareholders, the committeeNominating Committee takes into consideration various factors listed in the nominating committee charter,Nominating Committee Charter, including character and integrity and business and professional experience.  The nominating committeeNominating Committee will consider recommendations for nominees from shareholders submitted to the Secretary of the Fund, c/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 8th Floor East, New York, New York 10166, which includesinclude information regarding the recommended nominee as specified in the nominating committee charter.  A copy of the form of the Funds' nominating committee charter is not available on the Funds' or Dreyfus' website, but is set forth in Exhibit C to this proxy statement.Nominating Committee Charter.
 
The function of the compensation committeeeach Fund's Compensation Committee is to establish the appropriate compensation for serving on the Board.  Each Fund also has a standing pricing/evaluation committee comprised of any one Board member.  The function of the pricing/evaluation committee is to assist in valuing the Fund's investments.
 
Required Vote
 
For each Fund, the election of a Nominee requires the affirmative vote of a plurality of votes cast at the Meeting for the election of Board members of the Fund.
 

ADDITIONAL INFORMATION
 
Selection of Independent Registered Public Accounting Firm
 
The 1940 Act requires that each Fund's independent registered public accounting firm (the "independent auditors") be selected by a majority of the Independent Board members of the Fund.  One of the purposes of each Fund's audit committeeAudit Committee is to recommend to the Fund's Board the selection, retention or termination of the independent registered public accounting firmauditors for the Fund.  Each Fund's audit committeeAudit Committee recommended, and each Fund's Board, including a majority of its Independent Board members, approved, the selection of Ernst & Young LLP ("Ernst & Young"), as thesuch Fund's independent registered public accounting firmauditors for the Fund's current fiscal year.  Representatives of Ernst & Young are expected to be present at the Meeting and will have an opportunity to make a statement (if the representatives so desire) and to respond to appropriate questions.  After reviewing the relevant Fund's audited financial statements for the Fund's most recently completed fiscal year, each Fund's audit committee recommended to the Fund's Board that such statements be included in the Fund's Annual Report to Shareholders.
 
Information regarding the audit and relatednon-audit fees that Ernst & Young charged the Funds were billed by their independent auditors for the Funds' last two fiscal years is set forth in Exhibit A to this proxy statement.Proxy Statement.
 
Investment Adviser, Distributor and Transfer Agent
 
The investment adviser for each Fund is Dreyfus, located at 200 Park Avenue, New York, New York 10166.  Founded in 1947, Dreyfus manages approximately $298 billion in 194 mutual fund portfolios.  Dreyfus is the primary mutual fund business of The Bank of New York Mellon Corporation ("BNY Mellon"), a global financial services company focused on helping clients move and manage their financial assets, operating in 36 countries and serving more than 100 markets.  BNY Mellon is a leading provider of financial services for institutions, corporations and high-net-worth individuals, providing asset and wealth management, asset servicing, issuer services, and treasury services through a worldwide client-focused team.  BNY Mellon has more than $24.4 trillion in assets under custody and administration and $1.14 trillion in assets under management, and it services more than $12.0 trillion in outstanding debt.  Additional information is available at www.bnymellon.com.10166, serves as each Fund's investment adviser.
 
MBSC Securities Corporation (the "Distributor"), a wholly-owned subsidiary of Dreyfus with principal offices at 200 Park Avenue, New York, New York 10166, serves as each Fund's distributor.
 
Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus with principal offices at 200 Park Avenue, New York, New York 10166, serves as each Fund's transfer and dividend disbursing agent.
 
Voting Information
 
Each Fund will bear its pro rata share of the cost of soliciting proxies based on the net assets of the Fund.  In addition to the use of the mails,mail, proxies may be solicited personally or by telephone, and Dreyfuseach Fund may pay persons holding Fund shares in their names or those of their nominees for their expenses in sending soliciting materials to their principals.  TheCertain Funds may retain a proxy solicitorssolicitor to assist in the solicitation of proxies primarily by contacting shareholders by telephone, which is expected to cost approximately $17,000,$46,000, plus any out of pocket expenses, such cost to be borne pro rata among thesuch Funds based on their net assets.
 
Authorizations to execute proxies may be obtained by telephonic or electronically transmitted instructions in accordance with procedures designed to authenticate the shareholder's identity.  In all cases where a telephonic proxy is solicited (as opposed to where the shareholder calls the toll-free number directly to vote), the shareholder will be asked to provide or confirm certain identifiable information and to confirm that the shareholder has received the Fund's proxy statementProxy Statement and proxy card in the mail.card.  Within 72 hours of receiving a shareholder's telephonic or electronically transmitted voting instructions, a confirmation will be sent to the shareholder to ensure that the vote has been taken in accordance with the shareholder's instructions and to provide a telephone number to call immediately if the shareholder's instructions are not correctly reflected in the confirmation.  Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon, and if no voting instructions are given, shares will be voted "FOR" the proposal.  Any shareholder giving a proxy may revoke it at any time before it is exercised by submitting to the Fund a written notice of revocation or a subsequently executed proxy, by calling the toll-free telephone number, or through the Internet or by attending the Meeting and voting in person.
 
If a proxy is properly executed and returned accompanied by instructions to withhold authority to vote or represents a broker "non-vote" (that is, a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote Fund shares on a particular matter with respect to whichand the broker or nominee does not have a discretionary power) or is marked with an abstention (collectively,power to vote on the proposal) (together, "abstentions"), the Fund shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business.  Abstentions will not constitute a vote in favor of the proposal."FOR" a Nominee.
 
With respect to Dreyfus-sponsored individual retirement accounts ("IRAs"), the Individual Retirement Custodial Account Agreement governing the IRAs requires The Bank of New York Mellon ("BNYM"(the "Bank"), as the custodian of the IRAs, to vote Fund shares held in such IRAsIRA accounts in accordance with the IRA shareholder's instructions.  However, if no voting instructions are received, BNYMthe Bank may vote Fund shares held in the IRA in the same proportions as the Fund shares for which voting instructions are received from other Dreyfus IRA shareholders.  Therefore, if an IRA shareholder does not provide voting instructions prior to the Meeting, BNYMthe Bank will vote the IRA shares in the same proportions as it votes the shares for which properly conveyed instructions are timely received from other Dreyfus IRA shareholders.
Shares of DSIF and DVIF have been offered only to separate accounts established by insurance companies ("Participating Insurance Companies") to fund variable annuity contracts and variable life insurance policies (collectively referred to as the "Policies").  As the owner of all of the assets held in such separate accounts, the Participating Insurance Companies are the record owners of such Fund's shares.  However, pursuant to applicable laws, Fund shares held in a separate account which are attributable to Policies will be voted by the relevant Participating Insurance Company in accordance with instructions received from the holders of the Policies ("Policyowners").  Participating Insurance Companies have agreed to solicit instructions from Policyowners holding Fund shares in the relevant separate account as of the record date of the Meeting and to vote by proxy the shares at the Meeting according to such instructions.  To be effective, voting instructions must be received by Participating Insurance Companies prior to the close of business on August 2, 2012.  Such instructions may be revoked at any time prior to the Meeting either by written notice of revocation or another voting instructions form delivered to the relevant Participating Insurance Company.  Participating Insurance Companies will vote by proxy (i) Fund shares as to which no timely instructions are received, (ii) Fund shares owned exclusively by the relevant Participating Insurance Company or its affiliates and (iii) Fund shares held in the separate account representing charges imposed by the relevant Participating Insurance Company against the separate account in the same proportions as the voting instructions received from Policyowners.  Additional information regarding voting instruction rights is provided in the prospectus or statement of additional information for the Policies.
 
If a quorum is not present at the Meeting for a Fund, the persons named as proxies may propose one or more adjournments of the Meeting with respect to that Fund to permit further solicitation of proxies.  Any adjournment will require the affirmative vote of a majority of those shares affected by the adjournment that are represented at the Meeting in person or by proxy.  With respect to AF, DGIF, DIF, DILF, DMIF, DMMI, DNJMBF, DPIF, DRGF and DPIF,DSIF, 33-1/3% of the Fund's shares entitled to vote constituteconstitutes a quorum for the transaction of business at the Meeting.  With respect to each ofDUSTMMF, DBUSMSF, DMFI, DMFII, DUSTITF, DUSTLTF and DUSTMMF,DVIF, 30% of the Fund's shares entitled to vote constituteconstitutes a quorum for the transaction of business at the Meeting.
 
OTHER MATTERS
 
No Fund's Board is aware of any other matters which may come before the Meeting.  However, should any such matters properly come before the Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxyproxies in accordance with their judgment on such matters.
Under the proxy rules of the Securities and Exchange Commission (the "SEC"), shareholder proposals meeting requirements contained in those rules may, under certain conditions, be included in the Funds' proxy materials for a particular meeting of shareholders.  One of these conditions relates to the timely receipt by a Fund of any such proposal.  Since the Funds do not have regular annual meetings of shareholders, under these rules, proposals submitted for inclusion in the proxy materials for a particular meeting must be received by a Fund a reasonable time before the solicitation of proxies for the meeting is made.  The fact that a Fund receives a shareholder proposal in a timely manner does not ensure its inclusion in proxy materials since there are other requirements in the proxy rules relating to such inclusion.
 
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
 
Please advise the appropriate Fund, in care of Dreyfus Transfer, Inc.,Institutional Department, P.O. Box 9263, Boston, Massachusetts 02205-8501,9882, Providence, Rhode Island  02940-8082, whether other persons are the beneficial owners of Fund shares for which proxies are being solicited from you, and, if so, the number of copies of this proxy statementProxy Statement and other soliciting material you wish to receive in order to supply copies to the beneficial owners of shares.
 
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.  THEREFORE, SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETINGMEETING(S) IN PERSON ARE URGED TO COMPLETE, SIGN, DATE AND RETURN EACH PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
 
Dated:  March 28, 2011
June 11, 2012
 
SCHEDULE 1
Part I
SERIES INVESTMENT COMPANIES
 
The following is a list of times at which each Fund's Meeting will be held.  With respect to those Funds that are series funds, andthe list also identifies each such Fund's series.

Dreyfus Premier Investment Funds, Inc.
  -- Dreyfus Diversified Global Fund ("DDGF")
  -- Dreyfus Diversified International Fund ("DDIF")
  -- Dreyfus Diversified Large Cap Fund ("DDLCF")
  -- Dreyfus Emerging Asia Fund ("DEAF")
  -- Dreyfus Global Real Estate Securities Fund ("DGRESF")
  -- Dreyfus Greater China Fund ("DGCF")
  -- Dreyfus Large Cap Equity Fund ("DLCEF")
  -- Dreyfus Large Cap Growth Fund ("DLCGF")
  -- Dreyfus Large Cap Value Fund ("DLCVF")
  -- Dreyfus Satellite Alpha Fund ("DSAF")

Name of FundTime of Shareholder Meeting
Advantage Funds, Inc.10:00 a.m.
 - Dreyfus Global Absolute Return Fund ("DGARF")
 - Dreyfus Global Dynamic Bond Fund ("DGDBF")
 - Dreyfus Global Real Return Fund ("DGRRF")
 - Dreyfus International Value Fund ("DIVF")
 - Dreyfus Opportunistic Midcap Value Fund ("DOMVF")
 - Dreyfus Opportunistic Small Cap Fund ("DOSCF")
 - Dreyfus Opportunistic U.S. Stock Fund ("DOUSSF")
 - Dreyfus Strategic Value Fund ("DSVF")
 - Dreyfus Structured Midcap Fund ("DSMF")
 - Dreyfus Technology Growth Fund ("DTGF")
 - Dreyfus Total Emerging Markets Fund ("DTEMF")
 - Dreyfus Total Return Advantage Fund ("DTRAF")
 - Global Alpha Fund ("GAF")
Dreyfus 100% U.S. Treasury Money Market Fund11:00 a.m.
Dreyfus BASIC U.S. Mortgage Securities Fund11:00 a.m.
Dreyfus Growth and Income Fund, Inc.10:00 a.m.
Dreyfus Index Funds, Inc.10:00 a.m.
 - Dreyfus International Stock Index Fund ("DISIF")
 - Dreyfus S&P 500 Index Fund ("DSPIF")
 - Dreyfus Smallcap Stock Index Fund ("DSCIF")
Dreyfus International Funds, Inc.10:00 a.m.
 - Dreyfus Brazil Equity Fund ("DBEF")
 - Dreyfus Emerging Markets Fund ("DEMF")
Dreyfus Manager Funds I10:00 a.m.
 - Dreyfus MidCap Core Fund ("DMCF")
Dreyfus Manager Funds II10:00 a.m.
 - Dreyfus Balanced Opportunity Fund ("DBOF")
Dreyfus Midcap Index Fund, Inc.10:00 a.m.
Dreyfus Money Market Instruments, Inc.10:00 a.m.
 - Government Securities Series ("GSS")
 - Money Market Series ("MMS")
Dreyfus New Jersey Municipal Bond Fund, Inc.11:00 a.m.
Dreyfus Premier Investment Funds, Inc.11:00 a.m.
 - Dreyfus Diversified International Fund ("DDIF")
 - Dreyfus Emerging Asia Fund ("DEAF")
 - Dreyfus Global Real Estate Securities Fund ("DGRESF")
 - Dreyfus Greater China Fund ("DGCF")
 - Dreyfus India Fund ("DINF")
 - Dreyfus Large Cap Equity Fund ("DLCEF")
 - Dreyfus Large Cap Growth Fund ("DLCGF")
 - Dreyfus Satellite Alpha Fund ("DSAF")
Dreyfus Research Growth Fund, Inc.10:00 a.m.
Dreyfus Stock Index Fund, Inc.10:00 a.m.
Dreyfus U.S. Treasury Intermediate Term Fund11:00 a.m.
Dreyfus U.S. Treasury Long Term Fund11:00 a.m.
Dreyfus Variable Investment Fund10:00 a.m.
 - Appreciation Portfolio ("AP")
 - Growth and Income Portfolio ("GIP")
 - International Equity Portfolio ("IEP")
 - International Value Portfolio ("IVP")
 - Money Market Portfolio ("MMP")
 - Opportunistic Small Cap Portfolio ("OSCP")
 - Quality Bond Portfolio ("QBP")
SCHEDULE 1
Part 2
PERTAINING TO SHARE OWNERSHIP
 
Set forth below for each Fund is information as to the number of shares of the Fund outstanding and those shareholders, if any, known by the Fund if any, to own of record or beneficially 5% or more of a class of the Fund's outstanding voting securities (including series thereof) as of February 28, 2011.May 11, 2012.
 
         Name of Fund and
Number of Shares Outstanding
Name and Address of Shareholder
Amount of
Shares Held
Percentage of Shares Held
 
DBUSMSF
4,773,071.518
    
 
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
392,626.0278.23% 
     
   DNJMBF--(Class A)
34,872,545.484
N/A   
     
   DNJMBF--(Class B)
28,804.649
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
12,389.26643.01% 
     
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
8,060.88827.99% 
     
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
2,549.0598.85% 
     
 
Charles J. Maine & Elizabeth J. Maine
Monroe TWP, NJ 08831
2,091.9447.26% 
     
 
James P. Smith & Patricia A. Smith
Sussex, NJ 07461-4338
1,533.3595.32% 
     
 
Eileen Steinvurzel
Woodcliff Lake, NJ 07677-8196
1,475.7595.12% 
     
   DNJMBF--(Class C)
673,070.947
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
231,254.45634.35% 
     
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
182,315.29627.08% 
     
 
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
51,521.7357.65% 
     
 
LPL Financial
9785 Towne Centre Drive
San Diego, CA 92121-1968
40,277.1865.98% 
     
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
34,243.9465.09% 
     
   DNJMBF--(Class I )
172,308.673
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
97,592.91656.61% 
     
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
73,904.36242.87% 
     
   DNJMBF--(Class Z)
10,718,152.752
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
564,246.3005.26% 
     
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104-4151
557,990.4735.21% 
     
DPIF:
   DDGF--(Class A)
25,599.548
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
8,051.94131.45% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
2,514.0509.82% 
     
 
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
1,696.0326.63% 
     
 
The Bank of New York Mellon Cust
IRA FBO Belur K. Balaram
Westmont, IL 60559-5515
1,603.9686.27% 
     
 
Ralph E. Luca & Mary Madeline Luca
Mamaroneck, NY 10543-1235
1,456.5415.69% 
     
 
The Bank of New York Mellon Cust
Roth Combination IRA
FBO James C. Adams
Savannah, TN 38372-7067
1,390.7915.43% 
     
DPIF:
   DDGF--(Class C)
4,026.181
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
4,026.181100.00% 
     
DPIF:
   DDGF--(Class I)
4,026.040
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
4,026.040100.00% 
     
DPIF:
   DDIF--(Class A)
869,152.291
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
565,943.84265.11% 
     
 
UBS WM USA
499 Washington Blvd.
Jersey City, NJ 07310-1995
82,439.4859.48% 
     
 
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
45,175.7585.20% 
     
DPIF:
   DDIF--(Class C)
8,027.875
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
3,261.88340.63% 
     
 
Lawrence A. Froehlich &
George F. Froehlich
Froehlich Foundation
South Park, PA 15129-8893
2,081.03725.92% 
     
 
UBS WM USA
499 Washington Blvd.
Jersey City, NJ 07310-1995
910.06811.34% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
593.6287.39% 
     
DPIF:
   DDIF--(Class I)
41,362,994.760
SEI Private Trust Company
1 Freedom Valley Drive
Oaks, PA 19456-9989
41,146,203.05799.37% 
     
DPIF:
   DDLCF--(Class A)
11,802.683
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
4,172.54835.35% 
     
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
4,000.00033.89% 
     
 
Judith Henkels
Colleyville, TX 76034-2908
1,066.3279.03% 
     
 
The Bank of New York Mellon Cust
FBO Steven J. Monroe
Chicago, IL 60654-8524
715.4516.06% 
     
DPIF:
   DDLCF--(Class C)
2,438.315
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
2,000.00082.02% 
     
 
The Bank of New York Mellon Cust
FBO John Busa
Billerica, MA 01821-6136
259.10410.63% 
     
 
Nicholas Terrono
Massapequa, NY 11758-4138
179.2117.35% 
     
DPIF:
   DDLCF--(Class I)
184,825.866
SEI Private Trust Company
1 Freedom Valley Drive
Oaks, PA 19456-9989
181,827.26798.38% 
     
DPIF:
   DEAF--(Class A)
5,667,380.675
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
1,555,815.73527.38% 
     
 
Citigroup Global Markets, Inc
333 W. 34th Street
New York, NY 10001-2402
561,940.9859.89% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
530,619.3689.34% 
     
 
UBS WM USA
499 Washington Blvd.
Jersey City, NJ 07310-1995
475,152.7158.36% 
     
 
LPL Financial
San Diego, CA 92121-1968
394,163.1526.94% 
     
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
359,462.4216.33% 
     
DPIF:
   DEAF--(Class C)
2,260,535.078
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
937,275.80041.65% 
     
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
251,681.93111.18% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
198,813.2928.84% 
     
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
158,603.3247.05% 
     
 
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
142,932.7706.35% 
     
 
UBS WM USA
499 Washington Blvd.
Jersey City, NJ 07310-1995
113,362.8035.04% 
     
DPIF:
   DEAF--(Class I)
2,377,472.591
Dreyfus Diversified International Fund
200 Park Avenue
New York, NY 10166-0090
869,440.50536.54% 
     
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
529,012.50922.23% 
     
 
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
409,861.45817.23% 
     
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
193,833.9728.15% 
     
DPIF:
   DGRESF--(Class A)
230,834.789
Ira Glener Tod
Woodside, NY 11377-6817
45,485.56319.66% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
37,563.78316.24% 
     
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
29,509.9512.76% 
     
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
25,135.24210.87% 
     
 
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
16,812.6907.27% 
     
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104-4151
15,895.3156.87% 
     
DPIF:
   DGRESF--(Class C)
31,823.454
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
12,474.62039.20% 
     
 
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
6,298.36319.79% 
     
DPIF:
   DGRESF--(Class I)
22,619,965.386
SEI Private Trust Company
1 Freedom Valley Drive
Oaks, PA 19456-9989
17,227,282.45775.90% 
     
 
Mac & Co.
525 William Penn Place
P.O. Box 3198
Pittsburgh, PA 15230-3198
1,439,810.8496.34% 
     
 
BNY Capital Corporation
One Wall Street
New York, NY 10005-2500
1,149,558.1155.07% 
     
DPIF:
   DGCF--(Class A)
11,179,543.216
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
1,552,026.21913.94% 
     
 
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
1,212,479.52410.89% 
     
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104-4151
988,845.2558.88% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
911,743.88308.19% 
     
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
867,097.9177.79% 
     
 
Citigroup Global Markets, Inc
333 W. 34th Street
New York, NY 10001-2402
865,467.6627.77% 
     
 
UBS WM USA
499 Washington Blvd.
Jersey City, NJ 07310-1995
841,140.0317.55% 
     
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
638,916.1355.74% 
     
DPIF:
   DGCF--(Class B)
202,394.739
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
35,318.82017.45% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
34,274.89016.93% 
     
 
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
19,984.1469.87% 
     
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
17,838.9168.81% 
     
 
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
14,449.7837.16% 
     
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
14,295.4447.06% 
     
DPIF:
   DGCF--(Class C)
5,953,394.832
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
2,009,548.61233.77% 
     
 
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
652,158.48710.96% 
     
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
574,617.8979.66% 
     
 
Citigroup Global Markets, Inc
333 W. 34th Street
New York, NY 10001-2402
556,656.9929.36% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
340,575.7545.72% 
     
DPIF:
   DGCF--(Class I)
3,319,269.752
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
1,484,859.50744.74% 
     
 
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
663,600.92819.99% 
     
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
306,797.4519.24% 
     
DPIF:
   DLCEF--(Class A)
57,086.519
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
27,746.55148.60% 
     
 
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
11,726.15420.54% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
9,667.33916.93% 
     
DPIF:
   DLCEF--(Class C)
6,959.973
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
4,231.42660.80% 
     
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
1,823.57026.20% 
     
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
904.97713.00% 
     
DPIF:
   DLCEF--(Class I)
17,742,258.737
SEI Private Trust Company
1 Freedom Valley Drive
Oaks, PA 19456-9989
15,791,332.77689.00% 
     
DPIF:
   DLCGF--(Class A)
96,556.436
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
21,986.04721.97% 
     
 
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
16,185.95316.18% 
     
 
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
12,280.78812.27% 
     
 
Barbara Alexander Buck
Riverview, FL 33578-3047
10,322.05210.32% 
     
 
Abebech Girma
Silver Springs, MD 20902-339
 
7,071.0057.06% 
     
 
The Bank of New York Mellon Cust
FBO Michael Najdowski
Santa Fe, NM 87501
5,673.9895.67% 
     
 
The Bank of New York Mellon Cust
Kwan M. Hao
Bayside, NY 11360-2325
5,582.4245.58% 
     
DPIF:
   DLCGF--(Class C)
11,082.672
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
4,886.95144.10% 
     
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
3,075.24727.75% 
     
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
1,557.63214.05% 
     
 
Joel S. Rappaport
Rockville, MD 20851-1513
826.8337.46% 
     
 
Edward D. Jones & Co.
FBO Stuart Graw
Santa Fe, NM
736.0096.644% 
     
DPIF:
   DLCGF--(Class I)
7,860,221.024
SEI Private Trust Company
1 Freedom Valley Drive
Oaks, PA 19456-9989
6,810,518.74386.63% 
     
DPIF:
   DLCVF--(Class A)
89,188.670
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
32,847.37836.83% 
     
 
Hugh W. O'Donnell Family Trust
Fresno, TX 77545-0390
11,258.50812.62% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
6,745.7847.56% 
     
 
Clearview Roth IRA C/F
Joanne B Wise
Charleston, SC 29407-4226
6,324.6487.09% 
     
 
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
6,044.1866.78% 
     
DPIF:
   DLCVF--(Class C)
5,757.332
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
2,260.60539.26% 
     
 
First Quality, Inc.
FBO Richard Poser
San Diego, CA 92129-4165
1,376.14723.90% 
     
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
1,133.78719.69% 
     
 
Jack Halpern
West Hills, CA 91304-5345
890.57815.47% 
     
DPIF:
   DLCGF--(Class I)
9,413,617.429
SEI Private Trust Company
1 Freedom Valley Drive
Oaks, PA 19456-9989
9,042,436.59596.06% 
     
DPIF:
   DSAF--(Class A)
29,933.060
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
11,022.61936.82% 
     
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
8,002.24926.73% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
5,289.96117.67% 
     
 
Southwest Securities, Inc
FBO Vita M. Brennan
4,752.89815.88% 
     
DPIF:
   DSAF--(Class C)
7,492.766
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
4,000.84653.37% 
     
 
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
2,346.26331.31% 
     
 
Frederick R. Semon & Edwin J. Semon
Clarendon Hills, IL 60514-1473
1,093.53714.59% 
     
DPIF:
   DSAF--(Class I)
5,358.468
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
4,003.09074.71% 
     
 
LPL Financial
9785 Towne Center Drive
San Diego, CA 92121-1968
1,355.37725.29% 
     
DUSTITF
8,196,773.121
    
 
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
654,375.9287.98% 
     
 
UBS WM USA
499 Washington Blvd.
Jersey City, NJ 07310-1995
442,726.8435.40% 
     
DUSTLTF
3,736,290.484
    
 
ING
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162
209,177.2055.62% 
     
DUSTMMF
996,058,203.175
    
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
109,446,711.24010.99% 
     
 
Ayasli Children LLC
FBO Orhan
Nashua, NH 03062-2273
58,534,041.1405.88% 
Name of Fund and
Number of Shares Outstanding
Name and Address of Shareholder
Amount of
Shares Held
Percentage of
Shares Held
 
AF:   
    DGARF–Class A
    520,254.1860
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
33,967.89506.5291%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
34,324.34406.5976%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
145,348.198027.9379%
 
Charles Schwab & Co. Inc.
Reinvest Account
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4151
171,427.140032.9507%
    DGARF–Class C
    107,966.1300
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
19,706.299018.2523%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
19,985.214018.5106%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
36,207.407033.5359%
 
American Enterprise Investment Svc.
P.O. Box 9446
Minneapolis, MN 55440-9446
23,122.146021.4161%
    DGARF–Class I
    1,172,089.3290
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
62,358.29305.3341%
 
SEI Private Trust Company
C/O Mellon Bank
Attn: Mutual Fund Admin.
One Freedom Valley Drive
Oaks, PA 19456-9989
530,003.878045.3360%
 
Dreyfus Moderate Allocation Fund
The Dreyfus Corporation
Attn: John Heinsohn
200 Park Avenue, 7th Floor
New York, NY 10166-0090
140,960.571012.0576%
 
Dreyfus Growth Allocation Fund
The Dreyfus Corporation
Attn: John Heinsohn
200 Park Avenue, 7th Floor
New York, NY 10166-0090
103,895.82608.8871%
 
Charles Schwab & Co. Inc.
Reinvest Account
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4151
119,924.653010.2582%
 
LPL Financial
9785 Towne Centre Drive
San Diego, CA 92121-1968
60,022.67405.1343%
    DGDBF–Class A
    72,525.1190
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
18,456.751025.4488%
 
American Enterprise Investment Svc.
P.O. Box 9446
Minneapolis, MN 55440-9446
13,509.577018.6274%
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
40,000.00055.1533%
    DGDBF–Class C
    42,661.4180
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
40,000.000096.0986%
    DGDBF–Class I
    714,029.7210
BLMC LP
A Partnership
P.O. Box 2212
Soquel, CA 95063
191,833.322026.8663%
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
399,807.538055.9931%
 
Global Investors LP
100 Court Avenue, Suite 211
Des Moines, IA 50309-2213
120,140.914016.8258%
    DGRRF–Class A
    540,110.5910
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
380,040.481070.3010%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
85,732.494015.8590
    DGRRF–Class C
    31,664.5540
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
6,398.038020.2057%
 
American Enterprise Investment Svc.
P.O. Box 9446
Minneapolis, MN 55440-9446
4,729.651014.9367%
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
16,472.347052.0214%
    DGRRF–Class I
    2,026,366.3640
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
188,821.82909.3182%
 
Charles Schwab & Co. Inc.
Reinvest Account
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4151
1,698,696.523083.8297%
    DIVF–Class A
    8,724,655.9770
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
2,665,152.414030.4926%
 
The Vanguard Fiduciary Trust Co.
Attn: Outside Funds
P.O. Box 2600
Valley Forge, PA 19482-2600
1,712,992.460019.5987%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
1,550,043.338017.7344%
    DIVF–Class C
    924,328.4300
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
55,060.55705.9790%
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
87,242.95409.4736%
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
97,803.708010.6204%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
408,804.570044.3916%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
95,155.082010.3328%
    DIVF–Class I
    8,905,079.7630
SEI Private Trust Company
C/O Mellon
Attn: Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456-9989
814,007.34209.1409%
 
Dreyfus Premier Diversified International Fund
The Dreyfus Corporation
Attn: John Heinsohn
200 Park Avenue, 7th Floor
New York, NY 10166-0090
7,533,511.985084.5977%
    DOMVF–Class A
    34,379,720.1700
Fidelity Investments Institutional Operations Co. as Agent for
Entropic Communications Inc.
100 Magellan Way (KWIC)
Covington, KY 41015-1999
4,216,815.435012.2581%
 
JPMorgan Chase as Trustee
FBO $uper $aver 401(k) Plan
11500 Outlook Street
Overland Park, KS 66211-1804
5,828,419.115016.9429%
 
The Vanguard Fiduciary Trust Co.
Attn: Outside Funds
P.O. Box 2600
Valley Forge, PA 19482-2600
4,279,516.405012.4403%
    DOMVF–Class C
    867,940.7070
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
43,815.26705.0335%
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
126,498.843014.5321%
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
87,181.413010.0153%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
53,149.94506.1058%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
178,317.763020.4850%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
75,370.11608.6584%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
61,818.83107.1017%
 
LPL Financial
9785 Towne Centre Drive
San Diego, CA 92121-1968
50,825.13605.8387%
    DOMVF–Class I
    5,748,438.1420
Banco Popular de Puerto Rico as TRU
FBO The TJX Companies, Inc. General Savings/Profit Sharing Plan – Puerto Rico
11500 Outlook Street
Overland Parks, KS 66211-1804
1,716,335.611029.7833%
 
Fidelity Investments Institutional Operations Co. as Agent for
Pfeiffer Vacuum Inc. 401(k) Plan
100 Magellan Way (KWIC)
Covington, KY 41015-1999
533,543.02009.2585%
 
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
731,098.807012.6866%
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
551,824.49409.5757%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
457,304.95707.9355%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
487,229.91008.4548%
 
JPMorgan Chase as Trustee
FBO American Eagle 401(k) Plan
11500 Outlook Street
Overland Park, KS 66211-1804
326,502.75505.6658%
    DOSCF
    24,432,555.9930
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
3,006,826.137012.3068%
 
SEI Private Trust Company
C/O Mellon
Attn: Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456-9989
6,111,593.551025.0145%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
1,754,506.63107.1811%
 
Charles Schwab & Co. Inc.
Reinvest Account
101 Montgomery Street
San Francisco, CA 94104-4151
1,597,996.13106.5405%
    DOUSSF–Class A
    3,020.9380
Wilbert Lawrence
Brooklyn, NY
168.91905.5916%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
1,180.173039.0664%
 
The Bank of New York Mellon Cust.
FBO Stephen J. Oracko
Under IRA Rollover Plan
Roanoke, VA
292.26309.6746%
 
The Bank of New York Mellon Cust.
FBO Nicholas P. Linihan
Under IRA Plan
Fruitport, MI
203.80406.7464%
 
The Bank of New York Mellon Cust.
FBO Lois B. Willis
Under IRA Plan
Overland Parks, KS
375.779012.4391%
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
800.000026.4818%
    DOUSSF–Class C
    2,273.129
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
1,397.771061.4911%
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
800.000035.1938%
    DOUSSF–Class I
    238,750.1400
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
238,400.000099.8533%
    DSVF–Class A
    29,183,841.6400
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
1,879,677.73306.4412%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
1,664,511.79605.7039%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
2,241,025.95307.6795%
 
UMB Bank NA
FBO Fiduciary for Tax Deferred Accts
One Security Benefit Place
Topeka, KS 66636-1000
1,539,515.84705.2756%
 
Charles Schwab & Co. Inc.
Attn: Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151
2,380,189.41908.1563%
    DSVF–Class C
    1,861,477.3050
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
145,845.87607.8547%
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
136,824.47307.3689%
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
189,230.853010.1913%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
393,983.417021.2185%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
175,903.92409.4736%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
103,443.83905.5711%
    DSVF–Class I
    6,528,757.9420
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
739,472.776011.3237%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
757,729.406011.6032%
 
SEI Private Trust Company
C/O Mellon
Attn: Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456-9989
1,037,945.283015.8942%
    DSMF–Class A
    1,285,210.6040
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
238,746.421018.5875%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
134,596.798010.4790%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
155,476.191012.1045%
 
Orchard Trust Co. TTEE
Employee Benefits Clients 401(k)
8515 Orchard Road 2T2
Greenwood Village, CO 80111-5002
64,650.71205.0333%
 
Charles Schwab & Co. Inc.
Special Custody Acct FBO Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4151
73,624.73605.7320%
    DSMF–Class C
    551,922.0690
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
104,966.431019.0616%
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
30,445.13405.5287%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
186,430.050033.8552%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
70,427.524012.7894%
    DSMF–Class I
    1,226,737.9500
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
511,061.700041.6188%
 
WTC TTEE FBO Mercycare Service Corp. Supplemental Retirement Plan
C/O Mutual Funds
P.O. Box 8880
Wilmington, DE 19899-8880
325,198.611026.4828%
 
Wells Fargo Bank NA
Omnibus Acct for Various Ret. Plans
1525 West WT Harris Boulevard
Charlotte, NC 28288-1076
207,465.401022.0256%
    DTGF–Class A
    6,854,139.1960
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
668,201.42109.7523%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
530,031.31207.7357%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
376,651.66005.4972%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
412,466.15806.0199%
 
Charles Schwab & Co. Inc.
Reinvest Account
101 Montgomery Street
San Francisco, CA 94104-4151
510,474.79207.4503%
    DTGF–Class C
    945,704.8650
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
84,068.62608.8962%
 
Citigroup Global Markets Inc.
333 West 34th Street
New York, NY 10001-2402
50,328.29705.3258%
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
83,844.06908.8724%
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
84,370.39108.9281%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
229,287.308024.2632%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
113,425.927012.0028%
 
Charles Schwab & Co. Inc.
Special Custody Acct FBO Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4151
48,781.69205.1621%
    DTGF–Class I
    400,230.6490
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
58,691.608014.6085%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
34,588.49008.6092%
 
SEI Private Trust Company
C/O Mellon
Attn: Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456-9989
27,329.54006.8024%
 
TD Ameritrade Inc. for the Exclusive Benefit of Our Clients
P.O. Box 2226
Omaha, NE 68103-2226
121,570.517030.2592%
 
Orchard Trust Co. TTEE
Employee Benefits Clients 401(k)
8515 East Orchard Road 2T2
Greenwood Village, CO 80111-5002
39,441.62509.8171%
    DTEMF–Class A
    54,668.6190
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
10,640.408019.4635%
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
40,000.000073.1681%
    DTEMF–Class C
    46,392.9510
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
5,848.765012.4429%
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
40,000.000085.0976%
    DTEMF–Class I
    5,164,772.8130
Fifth Street Station LLC
A Partnership
505 5th Avenue S, Suite 900
Seattle, WA 98104-3821
432,900.43308.3818%
 
SEI Private Trust Company
C/O Mellon
Attn: Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456-9989
3,991,398.210077.2812%
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
732,511.671014.1828%
    DTRAF–Class A
    3,647,561.4900
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
517,181.269014.1953%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
1,950,851.621053.5460%
 
LPL Financial
9785 Towne Centre Drive
San Diego, CA 92121-1968
428,784.097011.7691%
    DTRAF–Class C
    612,847.3590
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
92,154.557015.0448%
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
50,863.18108.3037%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
72,845.740011.8925%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
176,250.834028.7740%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
51,774.66008.4525%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
104,730.887017.0980%
    DTRAF–Class I
    1,673,499.3480
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
240,733.508014.3887%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
369,228.469022.0688%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
237,402.555014.1896%
 
Dreyfus Conservative Allocation Fund
The Dreyfus Corporation
Attn: John Heinsohn
200 Park Avenue, 7th Floor
New York, NY 10166-0090
300,389.027017.9543%
 
Dreyfus Moderate Allocation Fund
The Dreyfus Corporation
Attn: John Heinsohn
200 Park Avenue, 7th Floor
New York, NY 10166-0090
348,716.929020.8428%
    GAF–Class A
    1,334,580.3540
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
68,050.43405.1236%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
144,068.001010.8470%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
68,331.07405.1447%
 
RBC Capital Markets LLC
Mutual Fund Omnibus Processing
Attn: Mutual Funds Ops Manager
510 Marquette Avenue S
Minneapolis, MN 55402-1110
96,554.26807.2696%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
627,872.335047.2730%
    GAF–Class C
    699,047.2360
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
51,966.28507.4336%
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
93,258.460013.3403%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
164,316.719023.5049%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
103,985.325014.8747%
 
RBC Capital Markets LLC
Mutual Fund Omnibus Processing
Attn: Mutual Funds Ops Manager
510 Marquette Avenue S
Minneapolis, MN 55402-1110
65,280.58809.3382%
 
American Enterprise Investment Svc.
P.O. Box 9446
Minneapolis, MN 55440-9446
119,312.507017.0672%
    GAF–Class I
    5,841,565.7300
SEI Private Trust Company
C/O Mellon
Attn: Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456-9989
5,278,792.549090.3743%
 
DUSTMMF
1,259,379,082.8710
 
Lighthouse Capital Insurance Co.
P.O. Box 69
Grand Cayman
93,980,530.25007.4645%
 
DBUSMSF
5,817,487.3130
 
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
361,237.46306.2084%
 
The Bank of New York Mellon Cust.
FBO Adrienne G. Gruberg
Under IRA Plan
New York, NY
421,515.30807.2443%
 
Trust Company of America
P.O. Box 6503
Englewood, CO 80155-6503
1,422,675.176024.4507%
 
DGIF
35,124,981.2030
None
 
N/AN/A
 
DIF:   
    DISIF
    33,994,280.0120
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
3,182,468.17509.3553%
 
VRSCO
FBO Volunteers of America Bay Area
2929 Allen Parkway, A6-20
Houston, TX 77019-7177
11,115,359.257032.6750%
 
Charles Schwab & Co. Inc.
Reinvest Account
Attn:  Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4151
7,995,305.647023.5032%
    DSPIF
    61,848,807.9170
Fidelity Investments Institutional Operations Co. as Agent for
Pericom Semiconductor Corporation
100 Magellan Way (KWIC)
Covington, KY 41015-1999
11,064,801.016017.8844%
 
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
6,772,465.188010.9466%
 
Nationwide Life Insurance Company
DCVA C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
4,373,614.11907.0692%
 
VRSCO
FBO Blue Mountain Hosp Dist
2929 Allen Parkway, A6-20
Houston, TX 77019-7177
8,653,882.504013.9876%
 
Charles Schwab & Co. Inc.
Reinvest Account
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4151
6,910,062.481011.1690%
    DSCIF
    52,452,233.7440
Fidelity Investment Institutional Operations Co. as Agent for
Affiliated Associates
100 Magellan Way (KWIC)
Covington, KY 41015-1999
3,654,192.29106.9652%
 
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
7,597,745.990014.4819%
 
VRSCO
FBO Texas Tech University 403B
2929 Allen Parkway, A6-20
Houston, TX 77019-7177
8,818,487.716016.8088%
 
Wells Fargo Bank NA
FBO Rt Bae Sys Land and Armaments Excs
P.O. Box 1533
Minneapolis, MN 55480-1533
4,817,029.37009.1816%
 
Charles Schwab & Co. Inc.
Reinvest Account
101 Montgomery Street
San Francisco, CA 94104-4151
10,852,398.326020.6855%
 
DILF:   
    DBEF–Class A
    2,154,869.2540
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
268,826.940012.4724%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
173,834.64908.0652%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
278,220.632012.9082%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
825,408.112038.2953%
    DBEF–Class C
    418,893.6590
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
38,542.76609.2009%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
179,307.109042.8042%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
70,898.079016.9248%
 
LPL Financial
9785 Towne Centre Drive
San Diego, CA 92121-1968
34,220.80908.1692%
    DBEF–Class I
    463,819.6770
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
64,463.719013.9451%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
257,871.135055.7840%
 
LPL Financial
9785 Towne Centre Drive
San Diego, CA 92121-1968
102,051.555022.0763%
    DEMF–Class A
    37,735,570.3670
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
4,442,091.661011.7677%
 
Citigroup Global Markets Inc.
333 West 34th Street
New York, NY 10001-2402
3,880,411.262010.2798%
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
6,883,390.445018.1026%
 
The Vanguard Fiduciary Trust Co.
Attn: Outside Funds
P.O. Box 2600
Valley Forge, PA 19482-2600
1,963,891.54105.2026%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
2,551,884.20306.7603%
 
Charles Schwab & Co. Inc.
Special Custody Acct FBO Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4151
4,929,158.909013.0580%
    DEMF–Class C
    2,946,947.0670
Citigroup Global Markets Inc.
333 West 34th Street
New York, NY 10001-2402
147,885.44405.0316%
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
207,487.7870
 
7.0609%
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
367,206.406012.4961%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
355,462.908012.0965%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
512,089.948017.4266%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
229,323.63107.8039%
    DEMF–Class I
    69,602,645.9240
JPMorgan Chase as Trustee
FBO $uper $aver 401(k) Plan
11500 Outlook Street
Overland Park, KS 66211-1804
5,706,876.01008.1954%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
32,742,605.513047.0202%
 
SEI Private Trust Company
C/O State Street Bank & Trust
Attn: Mutual Fund Administrator
One Freedom Valley Drive
Oaks, PA 19456-9989
13,293,205.922019.0898%
 
Dreyfus Premier Diversified International Fund
The Dreyfus Corporation
Attn: John Heinsohn
200 Park Avenue, 7th Floor
New York, NY 10166-0090
5,241,570.05507.5272%
 
Edward D. Jones & Co.
Attn: Mutual Fund
Shareholder Accounting
201 Progress Parkway
Maryland Heights, MO 63043-3009
3,535,687.41205.0774%
 
DMFI:   
    DMCF–Class A
    3,079,529.4100
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
400,968.977013.0314%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
408,291.939013.2694%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
194,722.01506.3284%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
450,279.280014.6340%
    DMCF–Class C
    714,449.1170
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
38,650.38005.4321%
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
79,891.514011.2283%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
70,016.22609.8404%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
106,576.384014.9787%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
107,462.338015.1032%
 
LPL Financial Services
9785 Towne Centre Drive
San Diego, CA 92121-1968
45,370.52106.3766%
    DMCF–Class I
    976,974.2110
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
123,533.009012.6399%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
52,806.11805.4031%
 
Wilmington Trust Company Cust. FBO Henry Street Settlement
C/O Mutual Funds
P.O. Box 8880
Wilmington, DE 19899-8880
303,538.570031.0582%
 
DMFII:   
    DBOF–Class A
    9,008,403.7020
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
1,050,018.305011.6662%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
982,734.924010.9187%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
569,790.08806.3307%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
577,656.62806.4181%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
539,438.09805.9934%
 
Charles Schwab & Co. Inc.
Special Custody Acct FBO Customers
Attn:  Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4151
632,712.56907.0298%
    DBOF–Class C
    2,204,301.4020
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
248,578.290011.2951%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
334,224.613015.1868%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
185,236.50508.4169%
    DBOF–Class I
    123,293.2490
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
11,836.16809.6000%
 
Maura McCarthy & David Conley TTEEs
George M. & Ann E. Conley Irrevocable Trust UA Dtd 09/14/2006
Bayside, NY
7,113.14705.7693%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
14,752.121011.9650%
 
SEI Private Trust Company
C/O Mellon
Attn: Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456-9989
6,726.25205.4555%
 
Mac & Co.
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
11,535.61009.3562%
 
Southwest Gas Corp. Foundation
5241 Spring Mountain Road
Las Vegas, NV 89150-0002
21,318.757017.2910%
    DBOF–Class J
    1,281,510.2870
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
82,360.66606.4268%
 
Charles Schwab & Co. Inc.
Reinvest Account
101 Montgomery Street
San Francisco, CA 94104-4151
226,780.689017.6963%
    DBOF–Class Z
    2,314,779.1090
Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
181,779.45607.8537%
 
Nationwide Life Insurance Company
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
594,876.308025.7015%
 
Charles Schwab & Co. Inc.
Reinvest Account
101 Montgomery Street
San Francisco, CA 94104-4151
142,365.31806.1509%
 
DMIF
88,078,857.0130
 
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
11,130,867.802012.6306%
 
SEI Private Trust Company
C/O Mellon
Attn: Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456-9989
8,420,475.37609.5550%
 
Wells Fargo Bank
FBO Various Retirement Plans
1525 West WT Harris Boulevard
Charlotte, NC 28262-8522
8,311,680.39809.4315%
 
VRSCO
FBO Northwest Regional Hospital
2929 Allen Parkway, A6-20
Houston, TX 77019-7177
13,524,344.104015.3465%
 
Charles Schwab & Co. Inc.
Reinvest Account
Attn:  Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4151
14,197,943.996016.1109%
 
DMMI:   
    GSS
    2,813,534.5900
Citigroup Global Markets Inc.
333 West 34th Street
New York, NY 10001-2402
367,317,745.490074.7455%
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
32,643,357.38006.6426%
    MMS
    686,980,921.1890
Citigroup Global Markets Inc.
333 West 34th Street
New York, NY 10001-2402
622,056,314.380090.3930%
 
DNJMBF–Class A
34,245,719.9760
NoneN/AN/A
 
DNJMBF–Class C
744,465.3220
 
Citigroup Global Markets Inc.
333 West 34th Street
New York, NY 10001-2402
39,496.89605.6468%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
256,665.428036.6953%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
152,792.368021.8446%
 
LPL Financial
9785 Towne Centre Drive
San Diego, CA 92121-1968
44,006.81806.2916%
DNJMBF–Class I
220,728.8400
 
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
79,702.993036.1090%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
137,844.189062.4496%
DNJMBF–Class Z
10,532,012.5330
 
 
 
Charles Schwab & Co. Inc.
Reinvest Account
Attn:  Mutual Funds Dept.
101 Montgomery Street
San Francisco, CA 94104-4151
561,886.89405.3360%
 
DPIF:   
    DDIF–Class A
    1,018,783.2440
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
76,363.18007.4955%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
711,277.289069.8164%
    DDIF–Class C
    32,714.8190
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
2,587.35007.7944%
 
Lawrence A. Froehlich & George F. Froelich TTEEs Froehlich Foundation UA Dtd 9/20/2006
South Park, PA
2,121.40806.3908%
 
American Enterprise Investment Svc.
P.O. Box 9446
Minneapolis, MN 55440-6449
24,308.799073.2305%
    DDIF–Class I
    53,862,778.7400
SEI Private Trust Company
C/O Mellon Bank
Attn: Mutual Fund Administrator
One Freedom Valley Drive
Oaks, PA 19456-9989
53,416,989.354099.1395%
    DEAF–Class A
    2,962,096.5760
Citigroup Global Markets Inc.
333 West 34th Street
New York, NY 10001-2402
198,020.53606.6858%
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
263,873.71308.9092%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
326,186.233011.0131%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
224,342.84107.5745%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
714,174.638024.1128%
    DEAF–Class C
    1,259,839.9580
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
188,948.112015.0041%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
185,033.153014.6932%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
328,555.511026.0901%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
195,734.965015.5430%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
88,686.28807.0424%
    DEAF–Class I
    2,262,056.1830
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
180,735.47107.9942%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
383,870.161016.9791%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
213,525.90309.4446%
 
Dreyfus Premier Diversified International Fund
The Dreyfus Corporation
Attn: John Heinsohn
200 Park Avenue, 7th Floor
New York, NY 10166-0090
1,146,822.787050.7256%
    DGRESF–Class A
    339,241.5520
Ira Glener TOD
Woodside, NY
46,447.141013.6915%
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
40,884.898012.0401%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
48,800.138014.3851%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
63,173.158018.6219%
 
Charles Schwab & Co. Inc.
Reinvest Account
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4151
34,111.020010.0551%
    DGRESF–Class C
    90,320.0890
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
6,595.26007.3021%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
23,987.712026.5586%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
32,318.043035.7817%
 
American Enterprise Investment Svc.
P.O. Box 9446
Minneapolis, MN 55440-9446
8,247.87209.1318%
 
Charles Schwab & Co. Inc.
Special Custody Acct FBO Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4151
6,997.70607.7477%
    DGRESF–Class I
    43,221,443.5790
SEI Private Trust Company
C/O Mellon Bank
Attn: Mutual Fund Administrator
One Freedom Valley Drive
Oaks, PA 19456-9989
34,560,041.527079.8629%
 
Mac & Co.
Attn: Mutual Fund Operations
P.O. Box 3198
525 William Penn Place
Pittsburgh, PA 15230-3198
2,534,629.24405.8571%
    DGCF–Class A
    7,834,591.6350
National Financial Services
82 Devonshire Street G10G
Boston, MA 02109-3605
557,150.66207.1182%
 
Citigroup Global Markets Inc.
333 West 34th Street
New York, NY 10001-2402
432,213.94505.5220%
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
454,067.24605.8012%
 
Morgan Stanley & Co.
Harborside Financial Plaza 2
3rd Floor
Jersey City, NJ 07303-2052
392,387.58405.0132%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
686,618.99508.7723%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
810,771.460010.3585%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
445,050.22105.6860%
 
American Enterprise Investment Svc.
P.O. Box 9446
Minneapolis, MN 55440-9446
1,106,671.478014.1390%
 
Charles Schwab & Co. Inc.
Attn: Mutual Fund Operations 120/2
101 Montgomery Street
San Francisco, CA 94104-4151
733,560.93609.3721%
    DGCF–Class C
    4,321,400.7350
National Financial Services
82 Devonshire Street G10G
Boston, MA 02109-3605
384,435.42008.9230%
 
Citigroup Global Markets Inc.
333 West 34th Street
New York, NY 10001-2402
268,690.81706.2365%
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
341,974.64507.9374%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
268,247.91806.2262%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
1,387,829.256032.2124%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
431,979.250010.0265%
    DGCF–Class I
    2,154,247.7830
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
448,584.410020.8608%
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
160,697.80507.4730%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
654,868.606030.4537%
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
289,232.708013.4504%
    DINF–Class A
    206,193.1050
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
10,838.36105.3016%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
14,148.52506.9207%
 
The Bank of New York Mellon Cust. FBO Steven A. Evans
Under IRA Rollover Plan
New Canaan, CT
12,353.93306.0429%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
77,191.181037.7580%
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
30,090.744014.7189%
    DINF–Class C
    84,548.7330
The Bank of New York Mellon Cust. FBO Abraham B. Stenberg
Under SEP IRA Plan
Purchase, NY
6,168.20607.2954%
 
Oppenheimer & Co Inc.
FBO Marvin Levin Roth IRA
Elkins Park, PA
7,030.22808.3150%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
13,771.645016.2884%
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
40,000.000047.3100%
    DINF–Class I
    99,626.5050
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
40,000.000040.1500%
 
LPL Financial
9785 Towne Centre Drive
San Diego, CA 92121-1968
54,007.520054.2100%
    DLCEF–Class A
    58,702.4650
Robert Gerry Schnelle Trustee
The Robert Gerry Schnelle Trust
U/A DTD 12/06/1991
1825 Alyssum Place
Winston Salem, NC 27127-7548
9,866.223016.8053%
 
Hong Wang & James Q. Hull JTWROS
Norristown, PA
3,924.61606.6849%
 
American Enterprise Investment Svc.
P.O. Box 9446
Minneapolis, MN 55440-9446
8,320.166014.1719%
 
Charles Schwab & Co. Inc.
Special Custody Acct FBO Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4151
25,166.948042.8673%
    DLCEF–Class C
    9,187.0660
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
2,912.014031.6969%
 
The Bank of New York Mellon Cust.
FBO Robert J. Santo
Roth IRA
Bethlehem, PA
1,923.010020.9317%
 
American Enterprise Investment Svc.
P.O. Box 9446
Minneapolis, MN 55440-9446
3,821.497041.5965%
    DLCEF–Class I
    17,502,233.6300
SEI Private Trust Company
C/O Harris Bank ID 940
Attn: Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456-9989
15,769,910.394089.9284%
    DLCGF–Class A
    162,601.1810
Constantine L. Tsomides & Diana G. Tsomides JT TEN TOD
Brookline, MA 02445-5753
10,955.61606.7377%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
17,318.620010.6510%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
9,367.60705.7611%
 
Barbara Alexander Buck TOD
Riverview, FL
10,347.89306.3640%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
25,631.912015.7637%
 
Stifel Nicolaus & Co. Inc.
Exclusive Benefit of Customers
501 N. Broadway
St. Louis, MO 63102-2188
15,700.10009.6556%
 
Charles Schwab & Co. Inc.
Special Custody Acct FBO Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4151
12,852.37907.9042%
    DLCGF–Class C
    23,454.157
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
14,492.475061.7906%
 
Guy Devine Tod
Plainville, MA
1,358.60905.7926%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
5,115.658021.8113%
    DLCGF–Class I
    5,134,319.9030
SEI Private Trust Company
C/O Mellon Bank
Attn: Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456-9989
4,190,554.012081.6185%
    DSAF–Class A
    39,930.7660
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
3,688.97209.2384%
 
American Enterprise Investment Svc.
707 2nd Avenue South
Minneapolis, MN 55402-2405
26,779.483067.0648%
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
8,002.249020.0403%
    DSAF –Class C
    9,579.3810
Frederick R. Semon & Edwin J. Semon JT TEN
Clarendon Hills, IL
1,115.362011.6434%
 
American Enterprise Investment Svc.
P.O. Box 9446
Minneapolis, MN 55440-9446
4,209.613043.9445%
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
4,000.846041.7652%
    DSAF –Class I
    4,408.5240
Fidelity Investments Institutional
Operations Co. as agent for
Teletracking Technologies Inc.
100 Magellan Way (KWIC)
Covington, KY 41015-1999
405.43309.1966%
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
4,003.090090.8034%
 
DRGF–Class A
51,595,043.4620
 
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
3,070,609.98605.9520%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
2,982,513.26605.7812%
 
First Clearing, LLC
10750 Wheaton First Drive
Glen Allen, VA 23060-9243
3,797,093.63707.3601%
 
American Enterprise Investment Svc.
P.O. Box 9446
Minneapolis, MN 55440-9446
3,583,674.46206.9465%
 
Charles Schwab & Co. Inc.
Reinvested Dividends
101 Montgomery Street
San Francisco, CA 94104-4151
10,446,724.3500
 
20.2495%
DRGF–Class C
9,251,255.5900
 
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
650,033.05307.0296%
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
491,815.26705.3186%
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
617,248.70806.6751%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
655,423.26707.0879%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
870,537.34209.4142%
 
First Clearing, LLC
10750 Wheaton First Drive
Glen Allen, VA 23060-9243
1,579,088.489017.0766%
 
Charles Schwab & Co. Inc.
Attn: Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151
1,045,214.995011.3032%
DRGF–Class I
4,925,268.3800
 
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
527,020.521010.6743%
 
First Clearing, LLC
10750 Wheaton First Drive
Glen Allen, VA 23060-9243
681,961.799013.8125%
 
Mac & Co.
Attn: Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
1,391,503.320028.1836%
 
RBC Capital Markets LLC
Mutual Fund Omnibus Processing
Attn: Mutual Fund Ops Manager
510 Marquette Avenue S
Minneapolis, MN 55402-1110
336,845.84606.8225%
 
LPL Financial
9785 Towne Centre Drive
San Diego, CA 92121-1968
507,564.089010.2802%
 
DRGF–Class Z
34,156,012.0980
NoneN/AN/A
 
DSIF–Initial Shares
50,357,229.7930
 
 
 
Sun Life Assurance Company of Canada (US) Large Case
Attn: Accounting Control
P.O. Box 9134
Wellesley Hills, MA 02481-9134
2,739,052.42405.4405%
 
Nationwide Life Insurance Company
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
31,716,349.706062.9969%
DSIF–Service
   Shares
5,750,274.8080
 
Annuity Investors Life Insurance Co.
Attn: Chris Accurso
P.O. Box 5423
Cincinnatti, OH 45201-5423
439,615.82107.6374%
 
Nationwide Life Insurance Company
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
3,992,987.509069.3697%
 
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
417,829.68107.2589%
 
Symetra Life Insurance Co.
Attn: RS Accounting
P.O. Box 3882
Seattle, WA 98124-3882
825,049.780014.3335%
 
DUSTITF
7,537,992.5550
 
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
554,362.05207.3489%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
688,673.07709.1294%
 
DUSTLTF
4,101,847.6930
 
National Financial Services
82 Devonshire Street, G10G
Boston, MA 02109-3605
410,657.76509.9986%
 
First Clearing, LLC
10750 Wheaton First Drive
Glen Allen, VA 23060-9243
263,446.77406.4144%
 
DVIF:   
    AP–Initial Shares
    8,855,674.7700
Annuity Investors Life Insurance Co.
Attn: Chris Accurso
P.O. Box 5423
Cincinnatti, OH 45201-5423
463,203.65105.2296%
 
Nationwide Life Insurance Company
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
4,713,758.864053.2189%
 
Transamerica Financial Life Insurance Company
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
465,758.70005.2585%
 
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
1,431,443.997016.1612%
    AP–Service
      Shares
    4,671,017.4060
Ohio National Life Insurance Co.
FBO Its Separate Accounts
Attn: Dennis Taney
P.O. Box 237
1 Financial Way
Cincinnati, OH 45201-0237
953,126.733020.4124%
 
Nationwide Life Insurance Company
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
2,408,132.720051.5732%
 
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
411,846.64708.8202%
 
Transamerica Advisors Life Insurance Co. NY
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
665,433.367014.2511%
    GIP–Initial
       Shares
    3,307,476.8000
Annuity Investors Life Insurance Co.
Attn: Chris Accurso
P.O. Box 5423
Cincinnatti, OH 45201-5423
234,119.95607.0888%
 
Nationwide Life Insurance Company
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
710,131.174021.5018%
 
Transamerica Financial Life Insurance Company
Aegon USA
FMD Accounting
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
386,357.835011.6984%
 
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
1,478,156.712044.7565%
    GIP–Service
       Shares
    365,152.1130
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
352,065.449096.4206%
    IEP–Initial
       Shares
    2,357,198.6260
Modern Woodmen
Product Valuation
5801 SW Sixth Avenue
Topeka, KS 66636-1001
241,783.366010.2575%
 
Transamerica Financial Life Insurance Company
Attn: FMG Operational Acctg
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
174,095.49707.3859%
 
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
749,324.098031.7895%
 
Farm Bureau Life Insurance Co.
5400 University Avenue
West Des Moines, IA 50266-5950
779,681.400033.0774%
 
Equitrust Life Insurance Co.
Attn: Mutual Fund Accounting
5400 University Avenue
West Des Moines, IA 50266-5950
144,614.69606.1352%
 
Great West Life & Annuity Ins. Co.
8515 East Orchard Road, 2T2
Englewood, CO 80111-5002
181,486.08707.6994%
    IEP–Service
      Shares
    650,068.3580
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
204,194.725031.4180%
 
IDS Life Insurance Company
222 AXP Financial Center
Minneapolis, MN 55474-0002
388,544.848059.7827%
    IVP–Initial
      Shares
    4,733,710.8880
Nationwide Life Insurance Company
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
1,147,081.637029.6219%
 
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
716,193.041018.4947%
 
American Fidelity
Separate Account B
2000 North Classen Boulevard
Oklahoma City, OK 73106-6013
1,045,744.092027.0050%
 
Jefferson National Life Ins. Co.
Attn: Separate Accounts
9920 Corporate Campus Drive
Suite 1000
Louisville, KY 40223-4051
477,077.181012.3199%
 
Great West Life & Annuity Ins. Co.
8515 East Orchard Road 2T2
Englewood, CO 80111-5002
264,224.11306.8232%
    IVP–Service
      Shares
    3,412,105.5350
First Security Benefit Life Ins. Co.
FBO FSBL Advisor Design – Navisys
C/O Variable Annuity Dept.
One Security Benefit Place
Topeka, KS 66636-1000
1,313,057.361038.4982%
 
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
423,391.398012.4136%
 
Security Distributors, Inc.
SBL Advance Designs
C/O Variable Annuity Dept.
One Security Benefit Place
Topeka, KS 66636-1000
1,613,666.416047.3119%
    MMP
    161,962,473.0500
Federal Kemper Life Assurance Co.
Attn: Craig Lambertson
2500 Westfield Drive
Elgin, IL 60124-7836
11,862,096.43007.4241%
 
Transamerica Financial Life Insurance Company
Separate Account
Accounting Department
Attn: FMG Operational Acctg
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
22,020,370.730013.7818%
 
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
72,225,385.240045.2036%
 
Philadelphia Financial Life Assurance
Separate A/C
One Liberty Place
1650 Market Street, 54th Floor
Philadelphia, PA 19103-7309
37,969,036.250023.7636%
    OSCP–Initial
      Shares
    6,097,085.2540
Lincoln Life & Annuity Co. of NY
Mutual Fund Accounting
1300 South Clinton Street
Fort Wayne, IN 46802-3506
408,323.73506.6985%
 
American General Life Ins. Co.
Signature II A
C/O Variable Product
P.O. Box 1591
Houston, TX 77251-1591
785,846.969012.8917%
 
Annuity Investors Life Insurance Co.
Attn: Chris Accurso
P.O. Box 5423
Cincinnatti, OH 45201-5423
314,805.38605.1643%
 
Nationwide Insurance Company
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
1,096,815.432017.9930%
 
Lincoln Life & Annuity Co. of NY
1300 South Clinton Street
Fort Wayne, IN 46802-3518
828,036.329013.5838%
 
Transamerica Financial Life Insurance Company
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
339,211.99805.5647%
 
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
868,768.652014.2520%
 
Kansas City Life Ins. Co.
Variable Annuity Product
Attn: Accounting Operations
P.O. Box 219139
Kansas City, MO 64121-9139
325,029.90705.3321%
    OSCP–Service
      Shares
    475,734.4460
Nationwide Insurance Company
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
55,963.125011.7672%
 
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
123,510.193025.9701%
 
Principal Financial Group
Attn: IND Accounting
711 High Street
Des Moines, IA 50392-9992
106,258.471022.3426%
 
Farmer New World Life Ins. Co.
Variable Universal Life
Attn: Separate Accts Dept.
3003 77th Avenue SE
Mercer Island, WA 98040-2890
180,571.929037.9683%
    QBP–Initial
      Shares
    5,657,654.9150
American General Life Ins. Co.
Signature II A
C/O Variable Product
P.O. Box 1591
Houston, TX 77251-1591
650,010.829011.4893%
 
Nationwide Life Insurance
Nationwide Multi-Flex (NEA)
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
452,937.81008.0059%
 
Transamerica Financial Life Insurance Company
Aegon USA
FMD Accounting
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
580,953.953010.2687%
 
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
2,759,436.866048.7746%
 
Symetra Life Insurance Co.
Attn: RS Accounting
P.O. Box 3882
Seattle, WA 98124-3882
845,065.005014.9370%
    QBP–Service
      Shares
    2,163,532.2610
Transamerica Financial Life Insurance Company
Attn: FMG Operational Acctg
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
197,967.53309.1504%
 
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
1,528,582.723070.6538%
 
Principal Financial Group
FBO Benefit Variable Universal Life
Attn: IND Accounting
711 High Street
Des Moines, IA 50392-9992
213,887.76109.8863%
 
Farmer New World Life Ins. Co.
Variable Universal Life
Attn: Separate Accts Dept.
3003 77th Avenue SE
Mercer Island, WA 98040-2890
223,043.789010.3095%

EXHIBIT A
 
Part I
 
Part I sets forth, as to each Fund, information regarding Board members' ownership of Fund shares, the Board's oversight role in management, its compositionnumber of Board and its leadership structure, as well as information regarding the currentcommittee meetings for each Fund's last fiscal year and Board members and Nominees.member compensation.  Part I also sets forth information regarding the independent registered public accounting firmauditors' fees for the Funds as indicated.
 
BoardsBoard Members' Ownership of the Funds
Board's Oversight Role in Management.  Each Board's 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 Dreyfus (also referred to as 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 performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk).  As part of its oversight, each Board, acting at its scheduled meetings, or the Chairman, acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including the Manager's Chief Investment Officer (or a senior representative of his office), the Fund's and the Manager's Chief Compliance Officer and portfolio management personnel.  Each Board's audit committee (which consists of all Board members) meets during its scheduled meetings, and between meetings the audit committee chair maintains contact, with the Fund's independent registered public accounting firm and the Fund's Chief Financial Officer.  Each Board also receives periodic presentations from senior personnel of the Manager or its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas, such as business continuity, anti-money laundering, personal trading, valuation, credit, investment research and securities lending.  Each Board also receives reports from counsel to the Manager and the Board's own independent legal counsel regarding regulatory compliance and governance matters.  Each Board has adopted policies and procedures designed to address certain risks to the Fund.  In addition, the Manager and other service providers to each Fund have adopted a variety of policies, procedures and controls designed to address particular risks to the Fund.  Different processes, procedures and controls are employed with respect to different types of risks.  However, it is not possible to eliminate all of the risks applicable to the 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 each Fund's Board members be Independent Board members.  To rely on certain exemptive rules under the 1940 Act, a majority of a Fund's Board members must be Independent Board members, and for certain important matters, such as the approval of investment advisory agreements or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent Board members.  Currently, all of each Fund's Board members, including the Chairman of the Board, are Independent Board members.  Each Board has determined that its leadership structure, in which the Chairman of the Board is not affiliated with the Manager, is appropriate in light of the services that the Manager and its affiliates provide to the Fund and potential conflicts of interest that could arise from these relationships.
Information About Each Board Member's Experience, Qualifications, Attributes or Skills.  Board members of each Fund, together with information as to their positions with the Funds, principal occupations and other board memberships for the past five years, are shown below.
Name of Board Member(Age)
Position with Funds (Since)
Principal Occupation
During Past 5 Years
Other Public Company Board Memberships During Past 5 Years
Joseph S. DiMartino (67)
Chairman of the Board
DBUSMSF (1995)
DNJMBF (1995)
DPIF (1995)
DUSTITF (1995)
DUSTLTF (1995)
DUSTMMF (1995)
Corporate Director and Trustee
CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997 - present)
The Newark Group, a provider of a national market of paper recovery facilities, paperboard mills and paperboard converting plants, Director (2000 - 2010)
Sunair Services Corporation, a provider of certain outdoor-related services to homes and businesses Director (2005 - 2009)
Gordon J. Davis (69)
Board Member
DBUSMSF (1993)
DNJMBF (1993)
DPIF (1993)
DUSTITF (1993)
DUSTLTF (1993)
DUSTMMF (1993)
Partner in the law firm of Dewey & LeBoeuf, LLP
Consolidated Edison, Inc., a utility company,
Director (1997 - present)
The Phoenix Companies, Inc., a life insurance company, Director (2000 - present)
David P. Feldman (71)
Board Member
DBUSMSF (1991)
DNJMBF (1991)
DPIF (1991)
DUSTITF (1991)
DUSTLTF (1991)
DUSTMMF (1991)
Corporate Director and Trustee
BBH Mutual Funds Group (4 registered mutual funds), Director (1992 - present)
QMed, Inc., a healthcare company, Director (1999 - 2007)
Lynn Martin (71)
Board Member
DBUSMSF (1994)
DNJMBF (1994)
DPIF (1994)
DUSTITF (1994)
DUSTLTF (1994)
DUSTMMF (1994)
President of The Martin Hall Group LLC, a human resources consulting firm, from January 2005 - present
Advisor to the international accounting firm of Deloitte & Touche, LLP and Chair to its Council for the Advancement of Women from March 1993 - September 2005
AT&T Inc., a telecommunications company, Director (1999 - present)
Ryder System, Inc., a supply chain and transportation management company, Director (1993 - present)
The Procter & Gamble Co., a consumer products company, Director (1994 - present)
Constellation Energy Group, Inc., Director (2003 - present)
Philip L. Toia (77)
Board Member
DBUSMSF (1997)
DNJMBF (1997)
DPIF (1997)
DUSTITF (1997)
DUSTLTF (1997)
DUSTMMF (1997)
Private InvestorN/A

Each Board member has been a Board member of Dreyfus mutual funds for over ten years.  Additional information about each Board member follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each Board member possesses which a Board believes has prepared them to be effective Board members.
Joseph S. DiMartino – Mr. DiMartino has been the Chairman of the Board of the funds in the Dreyfus Family of Funds for over 15 years.  From 1971 through 1994, Mr. DiMartino served in various roles as an employee of Dreyfus (prior to its acquisition by a predecessor of BNY Mellon in August 1994 and related management changes), including portfolio manager, President, Chief Operating Officer and a Director.  He ceased being an employee or Director of Dreyfus by the end of 1994.  From July 1995 to November 1997, Mr. DiMartino served as Chairman of the Board of The Noel Group, a public buyout firm; in that capacity, he helped manage, acquire, take public and liquidate a number of operating companies.  From 1986 to 2010, Mr. DiMartino served as a Director of The Muscular Dystrophy Association.
Gordon J. Davis – Mr. Davis is a partner in the law firm of Dewey & LeBoeuf LLP, where his practice involves complex real estate, land use development and related environmental matters.  Before joining the firm, Mr. Davis served as a Commissioner and member of the New York City Planning Commission, and as Commissioner of Parks and Recreation for the City of New York.  Mr. Davis was a co-founder of the Central Park Conservancy and the founding Chairman of Jazz at the Lincoln Center for the Performing Arts in New York City.  He has also served as President of Lincoln Center.  Mr. Davis also served on the board of  Dreyfus (prior to its acquisition by a predecessor of BNY Mellon in August 1994 and related management changes).
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 New York Stock Exchange Inc.
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.
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.
Each 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, each 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 the Fund's management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; the Board believes that its members satisfy this standard.  Experience relevant to having this ability may be achieved through a Board member's educational background; business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the Board of the Fund) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences.  The charter for each Board's nominating committee contains certain other factors considered by the committee in identifying and evaluating potential Board member nominees.  To assist them in evaluating matters under federal and state law, the Board members are counseled by their own independent legal counsel, who participates in Board meetings and interacts with the Manager, and also may benefit from information provided by the Manager's counsel; counsel to the Funds and to the Boards have significant experience advising funds and fund board members.  Each Board and its committees have the ability to engage other experts as appropriate.  Each Board evaluates its performance on an annual basis.
PERTAINING TO THE BOARD OF EACH FUNDShares
 
The table below indicates the dollar range of each current Board member and Nominee'smember's (including Board members who are Nominees) ownership of shares of each Fund (including series thereof) and the aggregate dollar range of shares of other funds in theThe Dreyfus Family of Funds for which he or she is a Board member, in each case as of December 31, 2010.2011.
 
Name of Board Member or NomineeDollar Range of Shares Held in Fund
 AF
DUSTMMFDBUSMSFDNJMBFDPIFDUSTITFDGIF
     
Joseph S. DiMartinoNoneNone$50,001-$100,000NoneNone
Gordon J.Peggy C. DavisNoneNoneNoneNone
David P. FeldmanOver $100,000NoneNoneNone
Ehud Houminer$10,001-$50,000$1-$10,000NoneNone
Lynn MartinNoneNone$50,001-$100,000None
Philip L. ToiaNoneNone$10,001 - $50,000None
Robin A. MelvinNoneNoneNoneNone
Martin PeretzNoneNoneNoneNone
Philip L. ToiaNoneNoneNoneNone


Name of Board Member or NomineeDollar Range of Shares Held in Fund
 DIFDILFDMFIDMFII
Joseph S. DiMartinoNoneNoneNoneNone
Peggy C. DavisNone$10,001-$50,000NoneNone
David P. FeldmanNoneNoneNoneNone
Ehud HouminerOver $100,000NoneNoneNone
Lynn MartinNoneNoneNoneNone
Robin A. MelvinNoneNoneNoneNone
Martin PeretzNoneNoneNoneNone
Philip L. ToiaNoneNoneNoneNone

Name of Board Member or NomineeDollar Range of Shares Held in Fund
DMIFDMMIDNJMBFDPIF
Joseph S. DiMartinoNoneNoneNone$50,001-$100,000
Peggy C. DavisNoneNoneNoneNone
David P. FeldmanNoneNone$1-$10,000None
Ehud HouminerNoneNoneNoneNone
Lynn MartinNoneNoneNoneNone
Robin A. MelvinNoneNoneNoneNone
Martin PeretzNoneNoneNoneNone
Philip L. ToiaNoneNoneNone$10,001-$50,000

Name of Board Member or NomineeDollar Range of Shares Held in Fund
DRGFDSIFDUSTITFDUSTLTF
DUSTMMF
Joseph S. DiMartinoNoneNoneNoneNone
Peggy C. DavisNoneNoneNoneNone
David P. FeldmanNoneNoneNoneNone
Ehud HouminerNoneNoneNoneNone
Lynn MartinNoneNoneNoneNone
Robin A. MelvinNoneNoneNoneNone
Martin Peretz$10,001-$50,000NoneNoneNone
Philip L. ToiaNoneNoneNoneNone

Name of Board Member or Nominee
Dollar Range of Shares Held in FundDollar Range of Aggregate Holding of Funds in The Dreyfus Family of Funds for Which Responsible as a Board Member
DVIF
    
Joseph F.S. DiMartinoNoneNoneOver $100,000
Gordon J.Peggy C. DavisNoneNoneOver $100,000$50,001-$100,000
David P. FeldmanNoneOver $100,000
Ehud HouminerNoneOver $100,000
Lynn MartinNoneNone$1-$10,000
Philip L. ToiaNoneNone$1-$10,000
Robin A. MelvinNoneOver $100,000
Martin PeretzNone$50,001-$100,000
Philip L. ToiaNone$10,001-$50,000

As of February 28,December 31, 2011, none of the current Board members or Nominees or their immediate family members owned securities of Dreyfus or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with Dreyfus.
 
PERTAINING TO THE BOARD OF EACH FUNDNumber of Board and Committee Meetings
 
The number of Board meetings and, where applicable, committee meetings, held by each Fund during the Fund's last fiscal year are as follows:
 
Name of Fund
Number of
Board Meetings
Number of Audit
Committee Meetings
Number of Nominating
Committee Meetings
Number of Compensation
Committee Meetings
Number of Pricing
Committee Meetings
 
Number of Board
Meetings
 
Number of
Audit Committee
Meetings
 
Number of
Nominating
Committee
Meetings
 
Number of
Compensation
Committee
Meetings
 
Number of
Pricing
Committee
Meetings
AF (8/31) 7 4 0 0 1
AF (10/31) 6 4 0 0 0
DUSTMMF 7 2 0 0 0
DBUSMSF521 6 2 0 0 1
DGIF 6 4 0 0 0
DIF 6 4 0 0 0
DILF (5/31) 6 4 1 0 0
DILF (8/31) 6 4 0 0 0
DMFI 7 4 1 0 0
DMFII 6 4 0 0 0
DMIF 6 4 0 0 0
DMMI 7 4 0 0 0
DNJMBF521None 6 2 0 0 0
DPIF521None
DPIF (10/31) 6 2 1 0 0
DPIF (12/31) 7 2 0 0 0
DRGF 6 4 0 0 0
DSIF 6 4 0 0 0
DUSTITF521 6 2 0 0 0
DUSTLTF521 6 2 0 0 0
DUSTMMF621None
DVIF 6 4 0 0 0

During each Fund's last fiscal year, each current Board member attended at least 75% of the aggregate of all of the meetings of the Board of each Fund (held during the period he or she was a Board member) and 75% of the meetings held by a committee of the Board of each Fund on which he or she served (during the period that he or she served).  The Funds do not have a formal policy regarding Board members' attendance at meetings of shareholders.  Board members did not attend the last shareholder meetings for any of the Funds.
 
COMPENSATION TABLEBoard Member Compensation
 
EachAnnual retainer fees and meeting attendance fees are allocated among a Fund currently pays itsand all other Funds with the same Board members its allocated portionon the basis of an annual retainer of $50,000 and a fee of $6,000 per meeting (with a minimum $1,000 per meeting and per telephone meeting) attended for the Fund and the five other funds (comprised of 16 portfolios) in the Dreyfus Family of Funds.  The Chairman of the Board receives an additional 25% of such compensation.  Each Fund also reimburses each Board member for travel and out of pocket expenses in connection with attending Board or committee meetings.  Each Emeritus Board member is entitled to receive an annual retainer of one-half the amount paid as a retainer at the time the Board member became Emeritus and a per meeting attended fee of one-half the amount paid to Board members.
net assets.  The aggregate amount of compensation paid to each current Board member and Emeritus Board member by each Fund for the Fund's last fiscal year, and by all the funds in theThe Dreyfus Family of Funds for which such person was a Board member (the "Fund Complex") (the number of portfolios of such funds is set forth in parenthesis next to each Board member's total compensation) for the year ended December 31, 20102011, were as follows:
 

Name of Board Member
Aggregate Compensation
From Each Fund *Fund*
Total Compensation From the Funds
and Fund Complex (*(**)
Peggy C. Davis$291,000 (54)
AF$29,283
DGIF$4,057
DIF$29,510
DILF$9,152
DMFI$4,550
DMFII$2,234
DMIF$17,814
DMMI$16,884
DRGF$1,229
DSIF$12,540
DVIF$9,026
   
Joseph S. DiMartino $1,060,250 (175)1,062,188 (173)
AF$20,403
DUSTMMF$28,381
DBUSMSF$1,9062,193
DGIF$5,071
DIF$39,662
DILF$6,899
DMFI$5,687
DMFII$3,164
DMIF$22,265
DMMI$21,104 
DNJMBF$13,82415,905 
DPIF$10,66349,905
DRGF$1,536
DSIF$15,674 
DUSTITF$2,9482,997 
DUSTLTF$1,5061,817 
DUSTMMFDVIF$25,13511,273 
  
Gordon J. Davis$179,500 (45)
DBUSMSF$1,530
DNJMBF$11,085
DPIF$8,426
DUSTITF$2,373
DUSTLTF$1,224
DUSTMMF$19,960
   
David P. Feldman $225,000 (48)235,000 (52)
AF$32,488
DUSTMMF$22,706
DBUSMSF$1,5301,755
DGIF$4,505
DIF$32,838
DILF$10,200
DMFI$5,120
DMFII$2,487
DMIF$19,765
DMMI$18,653 
DNJMBF$11,08512,725 
DPIF$8,42639,920
DRGF$1,377
DSIF$13,928 
DUSTITF$2,3732,399 
DUSTLTF$1,2241,456 
DUSTMMFDVIF$19,96010,014 
James F. Henry***$67,500 (36)
AF$20,403
DGIF$2,353
DIF$17,128
DILF$6,899
DMFI$4,477
DMFII$1,254
DMIF$10,231
DMMI$16,715
DRGF$1,142
DSIF$6,222
DVIF$4,389
Ehud Houminer$242,000 (65)
AF$30,110
DGIF$4,057
DIF$29,510
DILF$8,167
DMFI$4,755
DMFII$2,234
DMIF$17,814
DMMI$16,884
DRGF$1,230
DSIF$12,540
DVIF$9,026
Rosalind G. Jacobs***$94,500 (8)
AF$0
DGIF$5,667
DIF$0
DILF$11,910
DMFI$0
DMFII$0
DMIF$0
DMMI$21,614
DRGF$2,513
DSIF$0
DVIF$11,431
Paul A. Marks***$63,500 (36)
AF$15,377
DGIF$1,818
DIF$13,697
DILF$4,272
DMFI$2,169
DMFII$983
DMIF$8,165
DMMI$7,197
DRGF$585
DSIF$5,862
DVIF$4,141
   
Lynn Martin $56,000 (15)83,000 (16)
DUSTMMF$22,706
DBUSMSF$1,1481,755 
DNJMBF$8,31412,725 
DPIF$6,32022,492 
DUSTITF$1,7842,399 
DUSTLTF$9161,456 
DUSTMMF$15,069 
Robin A. Melvin$209,258 (56)
DUSTMMF$13,869
DBUSMSF$1,048
DNJMBF$7,468
DPIF$18,059
DUSTITF$1,357
DUSTLTF$869
Gloria Messinger***$68,000 (36)
AF$14,706
DGIF$1,475
DIF$14,807
DILF$4,539
DMFI$2,260
DMFII$1,106
DMIF$8,839
DMMI$9,088
DRGF$614
DSIF$6,222
DVIF$4,349
Martin Peretz$126,000 (36)
AF$26,887
DGIF$3,724
DIF$27,068
DILF$8,392
DMFI$4,724
DMFII$2,064
DMIF$16,334
DMMI$16,884
DRGF$1,229
DSIF$11,542
DVIF$8,309
Daniel Rose***$76,750 (34)
DUSTMMF$6,186
DBUSMSF$470
DNJMBF$4,083
DPIF$14,334
DUSTITF$648
DUSTLTF$389
   
Philip L. Toia $128,500 (26)127,500 (27)
DUSTMMF$22,443
DBUSMSF$1,5301,735 
DNJMBF$11,08512,578 
DPIF$8,42639,126 
DUSTITF$2,3732,368 
DUSTLTF$1,2241,439 
DUSTMMF$19,960 

________________________
*Amount does not include the cost of office space, secretarial services and health benefits for the Chairman and expenses reimbursed to Board members for attending Board meetings, which in the aggregate amounted to $21,723.
  
Sander Vanocur***Represents the number of separate portfolios comprising the investment companies in the Fund Complex, including the Funds, for which the Board member served.$94,750 (34)
DUSTMMF$8,683
DBUSMSF$661
DNJMBF$4,391
DPIF$15,563
DUSTITF$903
DUSTLTF$545
  
_____________________
*          Amount does not include the cost of office space, secretarial services and health benefits for the Chairman and expenses reimbursed to Board members for attending Board meetings.  If a Fund's series have different fiscal year ends, amounts shown include those paid during the last fiscal year for each series.
**        Represents the number of separate portfolios comprising the investment companies in the Fund Complex, including the Funds, for which the Board member served in 2011.
***      Emeritus Board member.

PERTAINING TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Independent Auditors' Fees

Set forth below for each Fund's last two fiscal years are the amounts Ernst & Young,billed to the Fund (or, in the case of (v), Service Affiliates (as defined below)) by the Fund's independent registered public accounting firm for the Funds, billedauditors for (i) services rendered for the audit of the Fund's annual financial statements or services that are normally provided by the independent auditors in connection with the annual auditstatutory and regulatory filings or engagements for each of the Fund's financial statementslast two fiscal years ("Audit Fees"); (ii) assurance and related services renderedby the independent auditors that are reasonably related to the performance of the audit or review of the Fund's financial statements, which are not reported under Audit Fees and which consisted of one or more of the following:  (a) security counts required by Rule 17f-2 under the 1940 Act, (b) advisory services as to the accounting or disclosure treatment of Fund transactions or events and (c) advisory services as to the accounting or disclosure treatment of the actual or potential impact to the Fund of final or proposed rules, standards or interpretations by the SEC, the Financial Accounting Standards Boards or other regulatory or standard-setting bodies ("Audit-Related Fees"); (iii) professional services rendered for tax compliance, tax planning and tax advice, including primarily thewhich consisted of review or preparation of each Fund'sU.S. federal, state, local and excise tax returns ("Tax Fees"); (iv) other products and services provided ("All Other Fees"); and (v) non-audit services provided to affiliates of Dreyfusthe Fund and Service Affiliates ("Aggregate Non-Audit Fees").
 
Name of Fund
Fiscal Year Ended
Audit Fees
Audit-Related Fees
Tax Fees
All Other Fees
Aggregate Non-Audit Fees
Paid by Service Affiliates*
 
Fiscal Year Ended
Audit Fees
 
Audit-Related Fees
 
 
Tax Fees
All Other Fees
Aggregate Non-Audit Fees*
     
AF (8/31)2011$222,792$42,000$24,023$1,424$16,103,335
2010$200,225$43,674$25,525$4,672$28,173,266
     
AF (10/31)2011$220,020$24,000$30,288$58$16,139,606
2010$115,000$16,146$16,143$44$31,544,905
     
DUSTMMF2011$30,312$12,000$3,508$283$20,226,638
2010$36,326$5,382$3,181$367$39,552,052
     
DBUSMSF2009$40,961$5,276$3,638$24$24,975,2962011$35,820$12,000$3,508$23$20,226,638
2010$40,961$5,382$3,692$28$39,552,052
     
DGIF2011$30,312$6,000$2,742$198$16,139,606
2010$31,942$5,382$3,537$180$31,544,905
     
DIF2011$101,544$18,000$23,422$1,393$16,139,606
2010$126,072$18,608$9,549$1,346$31,544,905
     
DILF (5/31)2011$40,920$6,000$6,390$764$19,526,919
2010$41,463$5,382$6,058$-0-$28,017,293
     
DILF (8/31)2011$40,920$6,000$1,988$16$16,103,335
2010$31,642$3,000$938$-0-$28,173,266
     
DMFI2011$96,936$18,000$9,112$226$60,419,333
2010$110,548$16,146$10,626$-0-$26,201,339
     
DMFII2011$35,820$6,000$2,460$98$17,593,159
2010$48,328$5,382$4,007$108$33,851,490
     
DMIF2011$30,312$6,000$2,742$876$16,139,606
2010$37,078$5,382$5,050$744$31,544,905
     
DMMI2011$60,624$24,000$7,017$639$20,226,638
2010$40,961$5,382$3,692$28$39,552,0522010$62,753$10,764$6,363$661$39,552,052
           
DNJMBF2009$38,832$5,276$3,638$164$24,975,2962011$30,312$12,000$3,508$177$20,226,638
2010$38,832$5,382$4,681$207$39,552,0522010$38,832$5,382$4,681$207$39,552,052
           
DPIF2009$269,964$36,932$24,697$254$24,975,296
DPIF (10/31)2011$213,696$30,000$13,805$511$16,139,606
2010$158,580$39,292$13,345$506$31,544,905
     
DPIF (12/31)2011$101,544$36,000$19,368$147$20,226,638
2010$111,384$21,528$12,226$161$39,552,052
     
DRGF2012$30,857$6,000$3,699$84$29,653,219
2011$30,312$6,000$3,348$57$51,981,800
     
DSIF2011$30,312$15,693$3,508$593$20,226,638
2010$269,964$60,820$25,611$667$39,552,0522010$49,528$9,075$3,181$604$39,552,052
           
DUSTITF2009$26,682$5,276$3,638$73$24,975,2962011$35,820$12,000$3,508$33$20,226,638
2010$26,682$5,382$3,692$43$39,552,0522010$26,682$5,382$3,692$43$39,552,052
           
DUSTLTF2009$26,682$5,276$3,638$34$24,975,2962011$35,820$12,000$3,508$19$20,226,638
2010$26,682$5,382$4,203$22$39,552,0522010$26,682$5,382$4,203$22$39,552,052
           
DUSTMMF2009$36,326$5,276$3,638$684$24,975,296
DVIF2011$238,908$109,854$28,718$414$20,226,638
2010$36,326$5,382$3,181$367$39,552,0522010$160,412$63,528$25,727$407$39,552,052
     
______________
__________________  *
* For Service Affiliates (i.e., Dreyfus and any entity controlling, controlled by or under common control with Dreyfus that provides ongoing services to the Fund), none of such fees represent only those fees that requirerequired pre-approval by the audit committee.Audit Committee.

Note:  None of the Audit-Related Fees, Tax Fees or All Other Fees referenced above were performed pursuant to waiver of pre-approval by a Fund's Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.  None of the hours expended on the independent auditors' engagement to audit a Fund's financial statements for the most recent fiscal year were attributed to work performed by persons other than the independent auditors' full-time, permanent employees.
Audit Committee Pre-Approval Policies and Procedures.  ProceduresEach Fund's audit committeeAudit Committee has established policies and procedures (the "Policy") for pre-approval (within specified fee limits) of the independent registered public accounting firm'sauditors' engagements for audit and non-audit services to the Fund and non-audit services to Service Affiliates without specific case-by-case consideration.  The pre-approved services in the Policy can include pre-approved audit services, pre-approved audit-related services, pre-approved tax services and pre-approved all other services.  Pre-approval considerations include whether the proposed services are compatible with maintaining the independent registered public accounting firm'sauditors' independence.  The Policy and services covered therein are considered annually.  In addition, proposed services requiring pre-approval but not covered byPre-approvals pursuant to the Policy are considered from time to time as necessary.annually.

Independent Registered Public Accounting Firm'sAuditor Independence.  Each Fund's audit committeeAudit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates which did not require pre-approval areis compatible with maintaining the independent registered public accounting firm'sauditors' independence.


*  *  *  *
Part II

Part II sets forth information relevant to the officers of each Fund.
 
Name (Age)

Position with the Funds
(Since)

Principal Occupation During Past 5 Years
  
BRADLEYBradley J. SKAPYAK (52)Skapyak (53)
President (2010)
Chief Operating Officer and a director of Dreyfus since June 2009.  From April 2003 to June 2009, Mr. Skapyak was the head of the Investment Accounting and Support Department of Dreyfus.  He is an officer of 7672 investment companies (comprised of 169156 portfolios) managed by Dreyfus.
  
PHILLIP N. MAISANO (63)J. Charles Cardona* (56)
Executive Vice President (2002)
Chief Investment Officer, Vice Chair and a director of Dreyfus, Executive Vice President of the Distributor, President of Dreyfus Institutional Services Division, and an officer of 7612 investment companies (comprised of 16919 portfolios) managed by Dreyfus.  Mr. Maisano also is an officer and/or board member of certain other investment management subsidiaries of BNY Mellon, each of which is an affiliate of Dreyfus.  Prior to joining Dreyfus, Mr. Maisano served as Chairman and Chief Executive Officer of EACM Advisors, an affiliate of Dreyfus, from August 2004, and served as Chief Executive Officer of Evaluation Associates, a leading institutional investment consulting firm, from 1988 until 2004.
  
JAMES WINDELS (52)James Windels (53)
Treasurer (2001)
Director – Mutual Fund Accounting of Dreyfus, and an officer of 7773 investment companies (comprised of 194183 portfolios) managed by Dreyfus.
  
MICHAEL A. ROSENBERG (51)Janette E. Farragher (49)
Vice President (2005) and Secretary (2011)
Assistant General Counsel of BNY Mellon, and an officer of 7773 investment companies (comprised of 194183 portfolios) managed by Dreyfus.
  
KIESHA ASTWOOD (37)Kiesha Astwood (39)
Vice President and Assistant Secretary (2010)
Counsel of BNY Mellon, and an officer of 7773 investment companies (comprised of 194183 portfolios) managed by Dreyfus.
  
JAMES BITETTO (44)James Bitetto (45)
Vice President and Assistant Secretary (2005)
Senior Counsel of BNY Mellon and Secretary of Dreyfus, and an officer of 7773 investment companies (comprised of 194183 portfolios) managed by Dreyfus.
  
JONI LACKS CHARATAN (55)Joni Lacks Charatan (56)
Vice President and Assistant Secretary (2005)
Senior Counsel of BNY Mellon, and an officer of 7773 investment companies (comprised of 194183 portfolios) managed by Dreyfus.
  
JOSEPHJoseph M. CHIOFFI (49)Chioffi (50)
Vice President and Assistant Secretary (2005)
Senior Counsel of BNY Mellon, and an officer of 7773 investment companies (comprised of 194183 portfolios) managed by Dreyfus.
  
KATHLEEN DENICHOLAS (36)Kathleen DeNicholas (37)
Vice President and Assistant Secretary (2010)
SeniorManaging Counsel of BNY Mellon, and an officer of 7773 investment companies (comprised of 194183 portfolios) managed by Dreyfus.
  
JANETTE E. FARRAGHERJohn B. Hammalian (48)
Vice President and Assistant Secretary (2005)
Assistant General Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
JOHN B. HAMMALIAN (47)
Vice President and Assistant Secretary
Senior Managing Counsel of BNY Mellon, and an officer of 7773 investment companies (comprised of 194183 portfolios) managed by Dreyfus.
  
M. CRISTINA MEISER (40)Cristina Meiser (42)
Vice President and Assistant Secretary (2010)
Senior Counsel of The BNY Mellon, and an officer of 7773 investment companies (comprised of 194183 portfolios) managed by Dreyfus.
  
ROBERT R. MULLERY (59)Robert M. Mullery (60)
Vice President and Assistant Secretary (2005)
Managing Counsel of BNY Mellon, and an officer of 7773 investment companies (comprised of 194183 portfolios) managed by Dreyfus.
  
JEFF PRUSNOFSKY (45)Jeff S. Prusnofsky (47)
        Vice President and Assistant Secretary (2005)
Senior Managing Counsel of BNY Mellon, and an officer of 7773 investment companies (comprised of 194183 portfolios) managed by Dreyfus.
  
RICHARDRichard S. CASSARO (52)Cassaro (53)
        Assistant Treasurer (2008)
Senior Accounting Manager – Money Market and Municipal Bond Funds of Dreyfus, and an officer of 7773 investment companies (comprised of 194183 portfolios) managed by Dreyfus.
  
GAVINGavin C. REILLY (42)Reilly (43)
        Assistant Treasurer (2005)
Tax Manager of the Investment Accounting and Support Department
 of Dreyfus, and an officer of 7773 investment companies (comprised of 194183 portfolios) managed by Dreyfus.
  
ROBERTRobert S. ROBOL (46)Robol (48)
        Assistant Treasurer (2005)
Senior Accounting Manager – Fixed Income Funds of Dreyfus, and an officer of 7773 investment companies (comprised of 194183 portfolios) managed by Dreyfus.
  
ROBERT SALVIOLO (43)Robert Salviolo (45)
Assistant Treasurer (2007)
Senior Accounting Manager – Equity Funds of Dreyfus, and an officer of 7773 investment companies (comprised of 194183 portfolios) managed by Dreyfus.
  
ROBERT SVAGNA (43)Robert Svagna (45)
Assistant Treasurer (2002)
Senior Accounting Manager – Equity Funds of Dreyfus, and an officer of 7773 investment companies (comprised of 194183 portfolios) managed by Dreyfus.
  
NATALIA GRIBAS (41)Matthew D. Connolly (40)
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 the Anti-Money LaunderingDirector, UBS Investment Bank; until March 2010, AML Compliance Officer and Senior Vice President, Citi Global Wealth Management.  He is an officer of 7369 investment companies (comprised of 190179 portfolios) managed by Dreyfus.
  
JOSEPHJoseph W. CONNOLLY (53)Connolly (55)
Chief Compliance Officer (2004)
Chief Compliance Officer of Dreyfus and The Dreyfus Family of Funds (77(73 investment companies, comprised of 194183 portfolios).

___________________
*     Dreyfus U.S. Treasury Intermediate Term Fund only.
The address of each officer of the Funds is 200 Park Avenue, New York, New York 10166.
 
*  *  *  *
Part III

Part III sets forth information regarding the beneficialabout ownership of Fund shares by Nominees, current Board members and officers of the Fund.Fund officers.  As of February 28, 2011,May 11, 2012, the following Nominees, current Board members and officers owned shares in the Funds as indicated below.  As of May 11, 2012, each Fund's current Board members and officers, as a group, owned less than 1% of the Fund's outstanding shares.
 
As of February 28, 2011, the following Nominees, current Board members and officers owned shares in the Funds as indicated below:
Name of Board Member,
Nominee or Officer
Fund
Amount of
Beneficial
Ownership
James BitettoDGCF606.276643.180
James BitettoDIVF  4,934.160
James BitettoDOMVF336.244
Peggy C. DavisDEMF1,591.147
Joseph S. DiMartinoDGCF831.616 
Joseph S. DiMartinoDEAF3,054.101
 DGCF784.204
3,054.101 
Janette E. FarragherDGCFDSCIF969.557
  5,535.836 
David P. FeldmanJanette E. FarragherDNJMBFDISIF400.000
  2,239.844 
Lynn MartinJanette E. FarragherDGCFDRGF8,940.284
  906.344 
Philip L. ToiaEhud HouminerDDIFDTGF2,123.43961.180
Martin PeretzDRGF5,060.274
Jeff S. PrusnofskyDTGF1,612.353

*    *    *
 
 
EXHIBIT B
AUDIT COMMITTEE CHARTER


I.      Audit Committee Membership and QualificationsTHE DREYFUS FAMILY OF FUNDS
 
The AuditNominating Committee shall consist of at least three members appointed by the Fund's Board of Directors/Trustees (the "Board").  The Board may replace members of the Audit Committee for any reason.Charter and Procedures
 
No member of the Audit Committee shall be an "interested person" of the Fund, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor shall any member receive any compensation from the Fund except compensation for service as a member of the Board or a committee of the Board.  Each member must otherwise be "independent" under the rules of the New York Stock Exchange (the "NYSE"), the NYSE American Stock Exchange (the "NYSE AMEX") and the rules adopted under Section 301 of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), as applicable.
Each member of the Audit Committee must be able to read and understand financial statements (including the Fund's balance sheet, income statement and cash flow statement) and otherwise be financially literate, as determined by the Board in its business judgment, or must become financially literate within a reasonable time after appointment to the Audit Committee.  At least one member of the Audit Committee must have accounting or related financial management expertise, as determined by the Board in its business judgment.1  The Board also must annually determine whether any member of the Audit Committee is an "audit committee financial expert" ("ACFE"), within the meaning of the rules adopted and implemented under Section 407 of Sarbanes-Oxley.  If the Board has determined that a member of the Audit Committee is an ACFE, it may presume that such member has accounting or related financial management expertise.2
II.     Purposes of the Audit Committee
The purposes of the Audit Committee are to:
(a) oversee the accounting and financial reporting processes of the Fund and the audits of the Fund's financial statements;
(b) assist Board oversight of (i) the integrity of the Fund's financial statements, (ii) the Fund's compliance with legal and regulatory requirements, and (iii) the independent auditors' qualifications, independence and performance; and
(c) for NYSE- and NYSE AMEX-listed Funds, prepare an Audit Committee report as required by the Securities and Exchange Commission (the "SEC") to be included in the Fund's annual proxy statement.
___________________________
1In addition, for NYSE AMEX-listed Funds, one member must be financially sophisticated, in that he or she has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background that results in the individual's financial sophistication, such as being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.  No member of the Audit Committee of a NYSE AMEX-listed Fund may be a NYSE AMEX employee or a NYSE AMEX member who is active on its trading floor.
2For NYSE AMEX-listed Funds, the Board also may presume that an ACFE is "financially sophisticated."
III.    Role and Responsibilities of the Audit Committee
The function of the Audit Committee is oversight; it is Fund management's responsibility to maintain appropriate systems for accounting and internal control over financial reporting and the independent auditors' responsibility to plan and carry out a proper audit.  Specifically, the Fund's management is responsible for (a) preparation, presentation and integrity of the Fund's financial statements, (b) maintenance of appropriate accounting and financial reporting principles and policies and (c) maintenance of internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations.  The independent auditors are responsible for planning and carrying out an audit consistent with applicable legal and professional standards and the terms of their engagement letter.
Although the Audit Committee is expected to take a detached and questioning approach to the matters that come before it, the review of the Fund's financial statements by the Committee is not an audit, nor does the Committee's review substitute for the responsibilities of the Fund's management for preparing, or the independent auditors for auditing, the financial statements.  In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not employees of the Fund and are not, and do not represent themselves to be, accountants or auditors by profession.  As such, it is not the duty or responsibility of the Audit Committee or its members to conduct "field work" or other types of auditing or accounting reviews or procedures.
Each member of the Audit Committee shall be entitled to rely on the (i) integrity of those persons and organizations within and outside the Fund from which he or she receives information and (ii) accuracy of the financial and other information provided to the Committee by such persons and organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board).  In addition, the evaluation of the Fund's financial statements by the Audit Committee is not of the same scope as, and does not involve the extent of detail as, audits performed by the independent auditors, nor does the Audit Committee's evaluation substitute for the responsibilities of the Fund's management for preparing, or the independent auditors for auditing the financial statements.
IV.   Duties and Responsibilities of the Audit Committee
To carry out its purposes, the Audit Committee shall have the following duties and responsibilities:
(a)           to have direct responsibility for the appointment, compensation, retention and oversight of the Fund's independent auditors and, in connection therewith, to review and evaluate matters potentially affecting the independence and capabilities of the auditors;
(b)           to review and pre-approve (including associated fees) all audit and other services to be provided by the independent auditors to the Fund and all non-audit services to be provided by the independent auditors to the Fund's investment adviser or any entity controlling, controlled by or under common control with the investment adviser (an "Adviser Affiliate") that provides ongoing services to the Fund, if the engagement relates directly to the operations and financial reporting of the Fund;
(c)           to establish, to the extent permitted by law and deemed appropriate by the Audit Committee, detailed pre-approval policies and procedures for services described in (b) above;
(d)           to consider whether the independent auditors' provision of any non-audit services to the Fund, the Fund's investment adviser or an Adviser Affiliate not pre-approved by the Audit Committee are compatible with maintaining the independence of the independent auditors;
(e)           to meet with the Fund's independent auditors, including separate meetings as necessary, to:  (i) review the arrangements for and scope of the annual audit and any special audits; (ii) review with the independent auditors any problems or difficulties the auditors encountered in the course of the audit work, including any restrictions on their activities or access to requested information and any significant disagreements with Fund management; (iii) review all critical accounting policies and practices applied by the Fund in preparing its financial statements; (iv) discuss any accounting adjustments noted or proposed by the independent auditors that were "passed" as immaterial or otherwise; (v) any communications between the audit team and the independent auditing firm's national office respecting auditing or accounting issues presented by the engagement; (vi) review any material written communications between the independent auditors and the Fund, including any "management" or "internal control" letter issued, or proposed to be issued, by the independent auditors to the Fund, report or recommendation on internal controls, schedule of unadjusted differences, engagement letter and independence letter; and (vii) review the form of independent auditors' report to the Board and Fund shareholders (for NYSE- and NYSE AMEX-listed Funds, the form of the auditors' report must be reviewed in advance of filing with the SEC);
(f)           to review (i) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Fund's selection or application of accounting principles, and major issues as to the adequacy of the Fund's internal controls and any special audit steps adopted in light of material control deficiencies; (ii) analyses prepared by Fund management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements; and (iii) the effect of regulatory and accounting initiatives on the financial statements of the Fund;
(g)           to discuss: (i) the annual audited financial statements with management and the independent auditors, including management's discussion of Fund performance (NYSE- and NYSE AMEX-listed Funds); (ii) for NYSE-listed Funds, semi-annual financial statements and any quarterly financial statements; and (iii) for NYSE-listed Funds, the type and presentation of information to be included in any earnings press releases (paying particular attention to any use of "pro forma" or "adjusted" non-GAAP information), including any financial information and earnings guidance provided to analysts and rating agencies (which discussions may be general in nature, such as the types of information to be disclosed and the type of presentation to be made), provided that each earnings release or guidance need not be discussed in advance;
(h)           to at least annually, ensure receipt of a formal written statement from the independent auditors delineating all relationships between the independent auditors and the Fund, consistent with Independent Standards Board Standard 1, in order to evaluate the independent auditors' qualifications, performance and independence, including the review and evaluation of the lead partner of the independent auditors, so that the Audit Committee can actively engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditors, taking into account the opinions of Fund management and to further consider whether, in order to assure continuing auditor independence, there should be regular rotation of the audit firm itself, and to present conclusions of the review to the Board;
(i)           to at least annually, obtain and review a report by the independent auditors describing:  (i) the independent auditing firm's internal quality-control procedures; and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues;
(j)           to set clear policies relating to the hiring by entities within the Fund's investment company complex3 of employees or former employees of the independent auditors, in compliance with the requirements of Sarbanes-Oxley;
(k)           to establish procedures for the receipt, retention, and treatment of complaints received by the Fund relating to accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of the Fund or the Fund's investment adviser, administrator, principal underwriter or any other provider of accounting related services for the Fund, of concerns regarding questionable accounting or auditing matters pertaining to the Fund;
(l)           to periodically meet separately with the Fund's management and with the independent auditors;
(m)           to discuss with management, in a general manner, but not as a committee to assume responsibility for, the Fund's processes with respect to risk assessment and risk management;
(n)           to report its activities regularly to the Board, including any issues that arise with respect to (i) the quality or integrity of the Fund's financial statements, (ii) the Fund's compliance with legal or regulatory requirements, or (iii) the performance and independence of the independent auditors (including the Audit Committee's conclusions with respect to IV (h) above), and to make such recommendations with respect to the above and other matters as the Audit Committee may deem necessary or appropriate;
(o)           to prepare and review with the Board an annual performance evaluation of the Audit Committee, conducted in such manner as the Committee deems appropriate, which evaluation must compare the performance of the Audit Committee with the requirements of this Charter; and
(p)           to perform such other functions and to have such powers as may be necessary or appropriate in the efficient and lawful discharge of the powers provided in this Charter.
____________________________
3"Investment company complex" includes:  (1) The Dreyfus Corporation ("Dreyfus"), (2) any entity controlling, controlled by or under common control with Dreyfus, if the entity is an investment adviser or sponsor or is engaged in the business of providing administrative, custodian, underwriting or transfer agent services to any investment company, investment adviser or sponsor, and (3) any investment company, hedge fund or unregistered fund that has an investment adviser included in (1) or (2).
V.     Operations of the Audit Committee
The Audit Committee shall meet regularly, as frequently as circumstances dictate or as required by the NYSE or the NYSE AMEX (but no less frequently than annually), and is empowered to hold special meetings as circumstances require.  The Audit Committee may request that non-members attend a meeting of the Audit Committee or meet with any members of, or consultants to, the Audit Committee.  Members of the Audit Committee may participate in a meeting of the Audit Committee by means of conference call, or similar communications equipment by means of which all persons participating in the meeting can hear each other, and may act by written consent to the extent permitted by law and the Fund's by-laws.
The Audit Committee shall have the authority to engage independent counsel and other advisers, as it determines necessary to carry out its duties.  The Fund shall provide appropriate funding, as determined by the Audit Committee, for payment of compensation to (a) the independent auditors for preparing or issuing an audit report or performing other audit, review or attest services for the Fund or (b) any advisers employed by the Audit Committee.  The Fund shall also provide appropriate funding for ordinary administrative expenses of the Audit Committee that are necessary and appropriate in carrying out its duties.
The Audit Committee shall review and reassess the adequacy of this Charter at least annually and recommend any changes to the Board.  The Board also shall review and approve this Charter at least annually.
The Audit Committee, in its discretion, may delegate all or a portion of its duties and responsibilities to a subcommittee of the Audit Committee, including the authority to pre-approve any audit or non-audit services to be performed for the Fund, the Fund's investment adviser or any Adviser Affiliate by the independent auditors, provided any such approvals are presented to the Audit Committee at its next scheduled meeting.
Each Fund shall comply with the NYSE or NYSE AMEX certification requirements, if applicable.

Amended and Restated:  June 2010
EXHIBIT C
NOMINATING COMMITTEE CHARTER AND PROCEDURES
ORGANIZATION
 
The Nominating Committee (the "Committee") of each fund in the Dreyfus Family of Funds (each, the "Fund") shall be composed solely of Directors/Trustees ("Directors") who are not "interested persons" of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act") ("Independent Directors").  The Board of Directors of the Fund (the "Board") shall select the members of the Committee and shall designate the Chairperson of the Committee.
 
RESPONSIBILITIES
 
The Committee shall select and nominate persons for election or appointment by the Board as Directors of the Fund.
 
EVALUATION OF POTENTIAL NOMINEES
 
The Board believes that Directors 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.  In evaluating potential Director nominees (including any nominees recommended by shareholders as provided below) in light of this standard, and to address certain legal and other requirements and considerations associated with composition of the Board, the Committee shall consider, among other factors it may deem relevant:
 
 ·the character and integrity of the person;
 ·whether or not the person is qualified under applicable laws and regulations to serve as a Director of the Fund;
 ·whether or not the person has any relationships that might impair his or her service on the Board;
 ·whether nomination of the person would be consistent with Fund policy and applicable laws and regulations regarding the number and percentage of Independent Directors on the Board;
 ·whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related fund complexes;
 ·whether or not the person is willing to serve and is willing and able to commit the time necessary for the performance of the duties and responsibilities of a Director of the Fund; and
 ·
the educational background; business, professional training or practice (e.g.(e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the Board) 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.
 
In addition, the Committee may consider whether a potential nominee's professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board's membership and collective attributes.  Such considerations will vary based on the Board's existing membership and other factors, such as the strength of a potential nominee's overall qualifications relative to diversity considerations.
 
While the Committee is solely responsible for the selection and nomination of Directors, the Committee may consider nominees recommended by Fund shareholders.  The Committee will consider recommendations for nominees from shareholders sent to the Secretary of the Fund, c/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 8th Floor East, New York, New York  10166.  A nomination submission must include all information relating to the recommended nominee that is required to be disclosed in solicitations or proxy statements for the election of Directors, as well as information sufficient to evaluate the factors listed above.  Nomination submissions must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the shareholders, and such additional information must be provided regarding the recommended nominee as reasonably requested by the Committee.
 
NOMINATION OF DIRECTORS
 
After a determination by the Committee that a person should be selected and nominated as a Director of the Fund, the Committee shall present its recommendation to the full Board for its consideration.
 
REVIEW OF CHARTER AND PROCEDURES
 
The Committee shall review the charter and procedures from time to time, as it considers appropriate.
 

Adopted:  2010
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:
The Notice of Special Joint Meeting of Shareholders is available at www.proxyvote.com.

 

_______________________________________________
Dreyfus BASIC U.S. Mortgage Securities Fund
Dreyfus New Jersey Municipal Bond Fund, Inc.
Dreyfus Premier Investment Funds, Inc.*
Dreyfus U.S. Treasury Intermediate Term Fund
Dreyfus U.S. Treasury Long Term Fund
Dreyfus 100% U.S. Treasury Money Market Fund
Special Joint Meeting of Shareholders
to be held on May 31, 2011
____________________________________________
ADVANTAGE FUNDS, INC.
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 RESEARCH GROWTH FUND, INC.
DREYFUS STOCK INDEX FUND, INC.
DREYFUS VARIABLE INVESTMENT FUND


The undersigned shareholder(s) of [NAME OF FUND]____________________ (the "Fund"), hereby appoint(s) Kathleen DeNicholasJanette E. Farragher and Michael A. Rosenberg,Kiesha Astwood, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote, as indicated herein, all of the shares of the Fund standing in the name of the undersigned at the close of business on March 17, 2011,June 5, 2012, at a Special Joint Meeting of Shareholders to be held at The Dreyfus Corporation, 200 Park Avenue, 8th Floor, New York, New York 10166, at 10:3000 a.m., on May 31, 2011August 3, 2012 and at any and all adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the proxy statementProxy Statement for the meeting.
 
Please mark boxes in blue or black ink.ink or number 2 pencil, as applicable.
 
1.      Election of Board Members:
 
For all Nominees /_/Withhold Authority /_/Withhold Authority /_/
 only for those Nominee(s)for all Nominees
 whose name(s) I have written 
 Belowbelow 
   
   
   

Nominees for Election are:  Joseph S. DiMartino,Lynn Martin, Robin A. Melvin and Philip L. Toia and Robin A. Melvin.
________________________________________________________________ Toia.

 
2.      In their discretion, to vote on such other matters as may properly come before the meeting and any adjournment(s)adjournments thereof.
 
__________________________

DREYFUS 100% U.S. TREASURY MONEY MARKET FUND
DREYFUS BASIC U.S. MORTGAGE SECURITIES FUND
DREYFUS NEW JERSEY MUNICIPAL BOND FUND, INC.
DREYFUS PREMIER INVESTMENT FUNDS, INC.
DREYFUS U.S. TREASURY INTERMEDIATE TERM FUND
DREYFUS U.S. TREASURY LONG TERM FUND


The undersigned shareholder(s) of ____________________ (the "Fund"), hereby appoint(s) Janette E. Farragher and Kiesha Astwood, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote, as indicated herein, all of the shares of the Fund standing in the name of the undersigned at the close of business on June 5, 2012, at a Special Meeting of Shareholders to be held at The Dreyfus Corporation, 200 Park Avenue, 8th Floor, New York, New York 10166, at 11:00 a.m., on August 3, 2012 and at any and all adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.
Please mark boxes in blue or black ink or number 2 pencil, as applicable.
1.      Election of Board Members:
 *   Dreyfus Premier Investment Funds, Inc. is a "series" investment company comprised of separate portfolios.  For a list of the Fund's series, see Schedule 1 to this proxy statement.  Shareholders of each series of the Fund will vote as a single class on the proposal to elect Board membersall Nominees /_/Withhold Authority /_/Withhold Authority /_/
only for the Fund.those Nominee(s)for all Nominees
whose name(s) I have written
below
   Nominees for Election are:  Peggy C. Davis, Ehud Houminer and Martin Peretz.

 
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY  117352.    In their discretion, to vote on such other matters as may properly come before the meeting and any adjournments thereof.
 
THREE EASY WAYS TO VOTE YOUR PROXY

To vote by Internet
1.
Call Toll-Free 1-800-690-6903 and follow the recorded instructions; or

1)  Read the proxy statement and have the proxy card below at hand.
2.
Visit the Internet website www.proxyvote.com and follow the instructions on the website; or
2)  Go to website www.proxyvote.com.
3)  Follow the instructions provided on the website.
3.
Return this Proxy Card, signed and dated, in the enclosed envelope.

To vote by Telephone

1)  Read the proxy statement and have the proxy card below at hand.
2)  Call 1-800-690-6903.
3)  Follow the instructions.

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1)  Read the proxy statement.
2)  Check the appropriate boxes on the proxy card below.
3)  Sign and date the proxy card.
4)  Return the proxy card in the envelope provided.

If you are NOT voting by Telephone or Internet, Please
Sign, Date and Return the Proxy Card
Promptly Using the Enclosed Envelope.

THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR
THE ABOVE PROPOSAL UNLESS OTHERWISE INDICATED.
 
Signature(s) should be exactly as name or names appearing on this proxy.  
If shares are held jointly, each shareholder is requested to sign, but only one signature is required.  If signing is by attorney, executor, administrator, trustee or guardian, please give full title.  By signing this proxy card, receipt of the accompanying Notice of Special Joint Meeting of Shareholders and proxy statement is requested to sign, but only one
signature is required.  If signing is by attorney, executor, administrator, trustee or
guardian, please give full title.  By signing this proxy card, receipt of the
accompanying Notice of Special Meeting of Shareholders and Proxy Statement is
acknowledged.
 
 Dated: __________, 2011___________________
  
 _________________________
 Signature(s)
  
 _________________________
 Signature(s)
  

If you are NOT voting by Telephone or Internet, Please Sign,
Date and Return the Proxy Card
Promptly Using the Enclosed Envelope