DEF 14A

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. ____)

Filed by the Registrant[X]
Filed by a Party other than the Registrant[   ]

Filed by the Registrant [X]

Filed by a Party other than the [_]

Registrant

Check the appropriate box:

[   ]Preliminary Proxy Statement
[   ]Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]Definitive Proxy Statement
[   ]Definitive Additional Materials
[   ]Soliciting Material Pursuant to Rule 14a-12

[_]       Preliminary Proxy Statement

[_]       Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X]       Definitive Proxy Statement

[_]       Definitive Additional Materials

[_]       Soliciting Materials under Rule 14a-12

BNY Mellon Advantage Funds, Inc.

BNY Mellon Appreciation Fund, Inc.
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 Registrants as Specified in Charters)
 ______________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrants)
BNY Mellon Index Funds, Inc.
BNY Mellon Investment Funds V, Inc.
BNY Mellon Investment Funds VI
BNY Mellon Midcap Index Fund, Inc
BNY Mellon New Jersey Municipal Bond Fund, Inc.
BNY Mellon New York AMT-Free Municipal Bond Fund
BNY Mellon Opportunistic Municipal Securities Fund
BNY Mellon Research Growth Fund, Inc.
BNY Mellon Stock Index Fund, Inc.
BNY Mellon Variable Investment Fund
BNY Mellon Worldwide Growth Fund, Inc.
General Money Market Fund, Inc.
General Municipal Money Market Funds, Inc.
General New York Municipal Money Market Fund

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check(check the appropriate box):

[X]       No fee required.

[_]       Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:

(4) Proposed maximum aggregate value of transaction:

(5) Total Fee Paid:

[_]       Fee paid previously with preliminary materials.

[X]No fee required.
[   ]Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies: __________
(2)Aggregate number of securities to which transaction applies:__________
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ______________________________________
(4)Proposed maximum aggregate value of transaction:__________________
(5)Total fee paid: _______________________________________________
[   ]Fee previously paid with preliminary materials.
[   ]_]Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)0- 11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
(1)Amount previously paid:____________________________
(2)Form, schedule or registration statement no.:____________
(3)Filing party:______________________________________
(4)Date filed: _______________________________________
The Dreyfus Family

Identify the previous filing by registration statement number, or the Form or Schedule and the date of Funds

200 Park Avenue
its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

THE BNY MELLON FAMILY OF FUNDS

c/o BNY Mellon Investment Adviser, Inc.

240 Greenwich Street

New York, New York 10166


10286

1-800-373-9387

www.bnymellonim.com/us

August 14, 2023

Dear Shareholder:

Your Dreyfus fund(s) and certain other funds in the DreyfusBNY Mellon Family of Funds will hold special shareholder meetings on October 12, 2023 in a special jointvirtual meeting of shareholders on May 31, 2011.format only. 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. All but one of 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. Consolidating the Boards of the funds may provide certain administrative efficiencies and potential future cost savings for the funds. The enclosed combined proxy statement describes the nominees' qualifications and each of their respective current roles overseeing funds in the DreyfusBNY Mellon Family of Funds. Please take the time to read the enclosed materials.

Because

Since 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 funds on the record date for the meeting, please note that each fund has a separate proxy card. You should vote one proxy card 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:

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.
·
ByOver the Internet. Have your proxy card(s)card 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)card available. Call the toll-free number listed on the proxy card. Enter your control number from your proxy card. Follow the recorded instructions.
·
In PersonAt the Meeting. Any shareholder who attendsYou will not be able to attend the meeting in person, but you may attend the meeting virtually and vote by ballot atover the Internet during the meeting.

The meeting will be conducted over the Internet in a virtual meeting format only. However, if it is determined that the meeting will be held in person, we will make an announcement in the manner discussed in the Notice of Special Meeting of Shareholders.

We encourage you to vote throughover 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 virtually, you may revoke your proxy and vote your shares in person atover the Internet during the meeting. Whichever voting method you choose, please take the time to read the full text of the combined 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 representativesFunds' proxy solicitor, Equiniti Fund Solutions, LLC, at 1-800-645-6561.(866) 796-7181. Thank you for your response and for your continued investment with the DreyfusBNY Mellon Family of Funds.

Sincerely,


Bradley J. Skapyak
President
The Dreyfus Family of Funds
Dreyfus BASIC U.S. Mortgage Securities Fund

Sincerely,

/s/ David DiPetrillo

Dreyfus New Jersey Municipal Bond Fund, Inc.

David DiPetrillo

President

The BNY Mellon Family of Funds

Dreyfus Premier Investment Funds, Inc.*
Dreyfus U.S. Treasury Intermediate Term FundDreyfus U.S. Treasury Long Term FundDreyfus 100% U.S. Treasury Money Market Fund______________________________________________
 

BNY MELLON ADVANTAGE FUNDS, INC.*

BNY MELLON APPRECIATION FUND, INC.

BNY MELLON INDEX FUNDS, INC.*

BNY MELLON INVESTMENT FUNDS V, INC.*

BNY MELLON INVESTMENT FUNDS VI*

BNY MELLON MIDCAP INDEX FUND, INC.

BNY MELLON NEW JERSEY MUNICIPAL BOND FUND, INC.

BNY MELLON NEW YORK AMT-FREE MUNICIPAL BOND FUND

BNY MELLON OPPORTUNISTIC MUNICIPAL SECURITIES FUND

BNY MELLON RESEARCH GROWTH FUND, INC.

BNY MELLON STOCK INDEX FUND, INC.

BNY MELLON VARIABLE INVESTMENT FUND*

BNY MELLON WORLDWIDE GROWTH FUND, INC.

GENERAL MONEY MARKET FUND, INC. *

GENERAL MUNICIPAL MONEY MARKET FUNDS, INC.*

GENERAL NEW YORK MUNICIPAL MONEY MARKET FUND*

Notice of Special Joint Meeting of Shareholders
To Be Held on May 31, 2011
______________________________________________

To the Shareholders:

A Special Joint Meeting of Shareholders (each, a "Meeting") of each offund in the DreyfusBNY Mellon Family of Funds listed above (each, a "Fund" and collectively, the "Funds") will be held over the Internet in a virtual meeting format only on Thursday, October 12, 2023 at the offices oftime set forth on Schedule 1 to the Funds' combined proxy statement. The Dreyfus Corporation, 200 Park Avenue, 8th Floor, New York, New York 10166, on Tuesday, May 31, 2011 at 10:30 a.m.,Meeting is being held for the following purposes:

1.           

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, or any adjournments or postponements thereof.

The Meeting will be held in a virtual meeting format only. You will not be able to hold office until their successors are duly elected and qualified.

2.           To transact such other businessattend the Meeting in person, but you may participate over the Internet as may properly come beforedescribed below. However, if it is determined that the meeting, or any adjournment or adjournments thereof.
Meeting will be held in person, we will make an announcement in the manner noted below.

Shareholders of record atas of the close of business on March 17, 2011August 14, 2023 will be entitled to receive notice of and to vote at the meeting.Meeting.

To participate in the Meeting, you must request the Meeting credentials by emailing attendameeting@equiniti.com. Please include your full name, address, your control number found on your enclosed proxy card, your intent to attend the virtual Meeting and "[Name of Fund]" in the subject line. The Meeting will begin promptly at the time set forth on Schedule 1 to the Funds' combined proxy statement, on Thursday, October 12, 2023. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance of the Meeting. To register, you must submit proof of your proxy power (legal proxy provided by your intermediary) reflecting your Fund holdings along with your name and email address to attendameeting@equiniti.com. You may also forward proof of ownership from your intermediary to attendameeting@equiniti.com. Requests for registration should be received no later than 12:00 p.m., Eastern Time, on Monday, October 9, 2023. You will receive a confirmation email from attendameeting@equiniti.com of your registration and control number that will allow you to vote over the Internet during the Meeting.

If you have any questions after considering the enclosed materials, please call the Funds' proxy solicitor, Equiniti Fund Solutions, LLC, at (866) 796-7181.

PLEASE NOTE: If it is determined that the Meeting will be held in person, instead of virtually, an announcement of the change will be provided by means of a press release, which will be posted on our website https://im.bnymellon.com/us/en/individual/resources/proxy-materials.jsp. We encourage you to check the website prior to the Meeting. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system.

 By Order of the Boards
 /s/ James Bitetto
 Michael A. RosenbergJames Bitetto
 Secretary
New York, New York
August 14, 2023


New York, New York
March 28, 2011
______________________
*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 Fund is an investment company comprised of separate "series", each of which may be deemed a Fund, as applicable, in the combined proxy statement. For a list of the series, see Schedule 1 to the Funds' combined 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 ELIGIBLE TO VOTE 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.PROMPTLY. YOU AND ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION.



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

COMBINED PROXY STATEMENT
Special Joint Meeting of Shareholders
to be held on May 31, 2011

BNY MELLON ADVANTAGE FUNDS, INC.

BNY MELLON APPRECIATION FUND, INC.

BNY MELLON INDEX FUNDS, INC.

BNY MELLON INVESTMENT FUNDS V, INC.

BNY MELLON INVESTMENT FUNDS VI

BNY MELLON MIDCAP INDEX FUND, INC.

BNY MELLON NEW JERSEY MUNICIPAL BOND FUND, INC.

BNY MELLON NEW YORK AMT-FREE MUNICIPAL BOND FUND

BNY MELLON OPPORTUNISTIC MUNICIPAL SECURITIES FUND

BNY MELLON RESEARCH GROWTH FUND, INC.

BNY MELLON STOCK INDEX FUND, INC.

BNY MELLON VARIABLE INVESTMENT FUND

BNY MELLON WORLDWIDE GROWTH FUND, INC.

GENERAL MONEY MARKET FUND, INC.

GENERAL MUNICIPAL MONEY MARKET FUNDS, INC.

GENERAL NEW YORK MUNICIPAL MONEY MARKET FUND

COMBINED PROXY STATEMENT
Special Meeting of Shareholders
to be held on Thursday, October 12, 2023

This combined proxy statement is furnished in connection with a solicitation of proxies by the Board of Directors/Trustees (the "Board") of each of the respective Boards of Dreyfus BASIC U.S. Mortgage SecuritiesBNY Mellon Advantage Funds, Inc. ("BNYMAD"), BNY Mellon Appreciation Fund, Inc. ("DBUSMSF"BNYMAF"), DreyfusBNY Mellon Index Funds, Inc. ("BNYMIF"), BNY Mellon Investment Funds V, Inc. ("BNYMIF V"), BNY Mellon Investment Funds VI ("BNYMIF VI"), BNY Mellon Midcap Index Fund, Inc. ("BNYMMIF"), BNY Mellon New Jersey Municipal Bond Fund, Inc. ("DNJMBF"BNYMNJMBF"), Dreyfus PremierBNY Mellon New York AMT-Free Municipal Bond Fund ("BNYMNYAFMBF"), BNY Mellon Opportunistic Municipal Securities Fund ("BNYMOMSF"), BNY Mellon Research Growth Fund, Inc. ("BNYMRGF"), BNY Mellon Stock Index Fund, Inc. ("BNYMSIF"), BNY Mellon Variable Investment Fund ("BNYMVIF"), BNY Mellon Worldwide Growth Fund, Inc. ("BNYMWGF"), General Money Market Fund, Inc. ("GMMF"), General Municipal Money Market Funds, Inc. ("DPIF"), Dreyfus U.S. Treasury Intermediate Term Fund ("DUSTITF"), Dreyfus U.S. Treasury Long Term Fund ("DUSTLTF"GMMMF") and Dreyfus 100% U.S. TreasuryGeneral New York Municipal Money Market Fund ("DUSTMMF"GNYMMMF") (each, a "Fund" and, collectively, the "Funds") to be used at thea Special Joint Meeting of Shareholders (the(each, a "Meeting") of each Fund to be held on Tuesday, May 31, 2011 at 10:30 a.m.,Thursday, October 12, 2023 at the offices of The Dreyfus Corporation ("Dreyfus"), 200 Park Avenue, 8th Floor, New York, New York 10166,time set forth on Schedule 1 to this combined proxy statement, over the Internet in a virtual meeting format only, and at any and all adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Special Joint Meeting of Shareholders. Shareholders of record atas of the close of business on March 17, 2011August 14, 2023 are entitled to receive notice of and to vote atover the Meeting.  Internet during the Meeting with respect to their Fund(s). Shareholders will not be able to attend the Meeting in person, but may participate over the Internet as described in the Notice of Special Meeting of Shareholders.

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) ofin 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.

hold shares. Shareholders of each Fund will vote as a single class (which includes all series and classes of shares of a Fund) and will vote separately from the shareholders of each other Fund on the election of Board members. ItIf a proposal is approved by shareholders of one Fund and not approved by shareholders of another Fund, the proposal will be implemented only for the Fund that approved the proposal. Therefore, 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 vote by telephone or over the Internet. Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon. Unmarked but properly signed and dated proxy cards will be voted "FOR" a proposal . If the enclosed proxy card is

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executed and returned, or if you have voted by telephone or over the Internet, your vote nevertheless may be revoked after it is received by sending a written notice of revocation to the proxy tabulator at the address listed on the proxy card or by mailing a duly executed proxy card bearing a later date; you may also change your vote by mailing a duly executed proxy card bearing a later date, by calling the toll-free telephone number listed under "To vote by Telephone" on the proxy card or over the Internet by going to the website listed on the proxy card and following the instructions on the website. To be effective, such revocation or vote change must be received before your prior proxy is exercised at the Meeting. If you hold shares through a bank or other intermediary, please consult your bank or intermediary regarding your ability to revoke voting instructions after such instructions have been provided. In addition, any shareholder who attends the Meeting virtually may vote over the Internet during the Meeting, thereby canceling any proxy previously given.

Information as to the number of shares outstanding and share ownership for each Fund is set forth on Schedule 12 to this combined 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.

It is estimated that proxy materials will be mailed to shareholders of record on or about August 28, 2023. To reduce expenses, only one copy of this combined proxy statement will be mailed to certain addresses shared by two or more accounts. If you wish to revoke this arrangement and receive individual copies, you may do so at any time by writing to the address or calling the phone number set forth below. The Fund will begin sending you individual copies promptly after receiving your request.

The principal executive officesoffice of each Fund areis located at 200 Park Avenue,240 Greenwich Street, 18th Floor, New York, New York 10166.  10286. Copies of each Fund's most recent Annual Report to Shareholders and, if applicable, Semi-Annual ReportsReport to Shareholders, are available upon request, without charge, by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, visiting www.im.bnymellon.com or by calling toll-free 1-800-645-6561.1-800-373-9387.

IMPORTANT NOTICE REGARDING INTERNET

AVAILABILITY OF PROXY MATERIALS

THIS COMBINED PROXY STATEMENT AND COPIES OF THE FUND'S MOST RECENT

ANNUAL REPORT TO SHAREHOLDERS AND, IF APPLICABLE, SEMI-ANNUAL Report TO SHAREHOLDERS ARE AVAILABLE AT

HTTPS://IM.BNYMELLON.COM/US/EN/INDIVIDUAL/RESOURCES/PROXY-MATERIALS.JSP

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

PROPOSAL: ELECTION OF BOARD MEMBERS

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"), as(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, except Michael D. DiLecce, currently serve as Board members of some or all of the Funds,Funds. Mr. DiLecce currently serves as well as other funds inan Advisory Board member of some of the Dreyfus Family of Funds; they were elected by theFunds. Some Board members of certain Funds (Joseph S. DiMartino and Peggy C. Davis with respect to each Fund) were previously elected by shareholders and need not be re-elected to the Board of those Funds but their("Continuing Board Members" of such Funds). The election has not been proposedof additional Board members to shareholdersthe Boards of the Funds until now.  Mr. DiMartino currently serves as Chairmanis being proposed primarily to consolidate the Boards of the Board of each Fund andFunds. Consolidating the Boards of the other funds inFunds may provide certain administrative efficiencies and potential future cost savings for the Dreyfus Family of Funds.  Ms. Melvin currently serves as a Board member of other funds in the Dreyfus Family of Funds. Each Nominee has consented to being named in this combined proxy 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 currentAll of the Nominees and Continuing Board Members are Independent Board Members.

With respect to BNYMAD, BNYMIF, BNYMIF V, BNYMIF VI, BNYMMIF, BNYMNJMBF, BNYMRGF, BNYMSIF and BNYMVIF, the Nominees for election as Board members whoof these Funds are: Francine J. Bovich, Michael D. DiLecce, Gina D. France, Joan L. Gulley, and Nathan Leventhal. Mses. France and Gulley currently are Board members of these Funds, but have not Nominees, information on each Nominee's and current Board member's ownership of sharesbeen previously elected by shareholders of the Funds.

With respect to BNYMAF, BNYMNYAFMBF, BNYMOMSF, BNYMWGF, GMMF, GMMMF and GNYMMMF, the Nominees for election as Board members of these Funds are: Francine J. Bovich, Michael D. DiLecce, Gina D. France, Joan L. Gulley, and other relevant information is set forth on Exhibit A to this proxy statement.

Robin A. Melvin. Mses. Bovich and Melvin currently are Board members of these Funds, but have not been previously elected by shareholders of the Funds.

The persons named as proxies on the enclosedaccompanying proxy card(s) willintend to vote each proxy for the election of the Nominees, unless shareholders specifically indicate on their proxies the desire to withhold authority to vote for any or all of the Nominees is withheld in the proxy.elections to office. Each Nominee elected will serve as an Independent Board memberMember of the relevant Fundconsolidated Boards of the Funds commencing, subject to the discretion of the Board, on or about January 1, 2024, 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 otherBoards reserve the right to substitute another person or persons of their choice as nominee or nominees as the Funds' Independent Board members may recommend.  Independent board members of investment companies play a critical role in overseeing fund operations and policing potential conflicts of interest between the fund and its investment adviser and other service providers.

The following tables present information about the Nominees, including their principal occupations, other board memberships for the past five years and, for Messrs. DiMartino and Toia, when they first became a Board member of a Fund.  The address of each Nominee is c/o The Dreyfus Corporation, 200 Park Avenue, 8th Floor, New York, New York 10166.
Name of Nominee (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
and Nominee
DBUSMSF (1995)
DNJMBF (1995)
DPIF (1995)
DUSTITF (1995)
DUSTLTF (1995)
DUSTMMF (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)
Sunair Services Corporation, a provider of certain outdoor-related services to homes and businesses Director (2005 - 2009)
Philip L. Toia (77)
Board Member and Nominee
DBUSMSF (1997)
DNJMBF (1997)
DPIF (1997)
DUSTITF (1997)
DUSTLTF (1997)
DUSTMMF (1997)
Private Investor
Board member of 14 funds (26 portfolios) in The Dreyfus Family of Funds
Robin A. Melvin (46)
Nominee
Director, Boisi Family Foundation, a private family foundation that supports youth-serving organizations that promote the self sufficiency of youth from disadvantaged circumstances (1995 – present)
Senior Vice President, Mentor, a national non-profit youth mentoring organization (1992 – 2005)
Board member of 24 funds (41 portfolios) in The Dreyfus Family of Funds
Each Fund typically pays its Board members its allocated portion of an annual retainer and a fee per meeting attended for the Funds and reimburses them for their expenses.  Each Fund also pays its Emeritus Board members its allocated portion of an annual retainer and a fee per meeting attended for the Funds.  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 the Dreyfus Family of Funds for which such person was a Board member for the year ended December 31, 2010, see Exhibit A to this proxy statement.
The current Board members of each Fund are responsible for overseeing management of the Funds.  For more information on the Board's oversight role as well as its composition and leadership structure, see Exhibit A to this proxy statement.
Each Fund has a standing audit, nominating and compensation committee, each of which is comprised of the Fund's Independent Board members.  For information on the number of committee meetings held during each Fund's last fiscal year, see Exhibit A to this proxy statement.
The function of each Fund's audit 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 committee is responsible for selecting and nominating persons as members of the Board for election or appointment by the Board and for election by shareholders.  In evaluating potential nominees, including any nominees recommended by shareholders, the committee takes into consideration various factors listed in the nominating committee charter, including character and integrity, business and professional experience.  The nominating committee will consider recommendations for nominees from shareholders submitted to the Secretary of the Fund, c/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 8th Floor East, New York, New York 10166, which includes 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.
The function of the 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 be selected by a majority of the Independent Board members of the Fund.  One of the purposes of each Fund's audit committee is to recommend to the Fund's Board the selection, retention or termination of the independent registered public accounting firm for the Fund.  Each Fund's audit 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 the independent registered public accounting firm 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 related fees that Ernst & Young charged the Funds is set forth in Exhibit A to this proxy statement.
Investment Adviser, Distributor and Transfer Agent
The investment adviser for each Fund is Dreyfus, 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.
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, proxies may be solicited personally or by telephone, and Dreyfus may pay persons holding Fund shares in their names or those of their nominees for their expenses in sending soliciting materials to their principals.  The Funds may retain proxy solicitors to assist in the solicitation of proxies primarily by contacting shareholders by telephone, which is expected to cost approximately $17,000, plus any out of pocket expenses, such cost to be borne pro rata among the 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 statement and proxy card in the mail.  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, 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 which the broker or nominee does not have a discretionary power) or is marked with an abstention (collectively, "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.
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"), as the custodian of the IRAs, to vote Fund shares held in such IRAs in accordance with the IRA shareholder's instructions.  However, if no voting instructions are received, BNYM 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, BNYM 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.
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 DNJMBF and DPIF, 33-1/3% of the Fund's shares entitled to vote constitute a quorum for the transaction of business at the Meeting.  With respect to each of DBUSMSF, DUSTITF, DUSTLTF and DUSTMMF, 30% of the Fund's shares entitled to vote constitute 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 proxy in accordance with their judgment on such matters.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
Please advise the appropriate Fund, in care of Dreyfus Transfer, Inc., P.O. Box 9263, Boston, Massachusetts 02205-8501, 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 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 MEETING IN PERSON ARE URGED TO COMPLETE, SIGN, DATE AND RETURN EACH PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated:  March 28, 2011
SCHEDULE 1
Part I
SERIES INVESTMENT COMPANIES
The following is a list of those Funds that are series funds and 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")

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 known by the Fund, if any, to own beneficially 5% or more of the Fund's outstanding voting securities (including series thereof) as of February 28, 2011.
         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% 
EXHIBIT A
Part I
Part I sets forth, as to each Fund, information regarding the Board's oversight role in management, its composition and its leadership structure, as well as information regarding the current Board members and Nominees.  Part I also sets forth information regarding the independent registered public accounting firm fees for the Funds as indicated.
Boards of the Funds
nominees.

Board's Oversight Role in Management. Each Board's role in management of the Fundsrespective Fund is oversight. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Funds,each Fund, primarily Dreyfus (also referred to as the "Manager"BNY Mellon Investment Adviser, Inc., each Fund's investment adviser (the "Investment Adviser" or "BNY Mellon Adviser"), and its affiliates, have responsibility for the day-to-day management of the Funds,Fund, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of its oversight, 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 senior personnel of the Manager's Chief Investment Officer (or a senior representative of his office),Adviser, the Fund's and the Manager'sInvestment Adviser's Chief Compliance Officer and portfolio management personnel. Each Board's audit committee (which consists of all of the Independent Board members)Members) meets during its regularly scheduled and special meetings, and between meetings the audit committee chair maintains contact, withis available to the Fund's independent registered public accounting firm and the Fund's Chief Financial Officer. Each Board also receives periodic

3

presentations from senior personnel of the ManagerInvestment Adviser or its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas, such as cybersecurity, business continuity, anti-money laundering, personal trading, valuation, credit and investment research and securities lending.  Eachresearch. As warranted, each Board also receives informational reports from counsel to the Managereach Fund and theeach 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 ManagerInvestment Adviser 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,each Fund, 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 membersMembers be Independent Board members.Members and as such are not affiliated with the Investment Adviser. To rely on certain exemptive rules under the 1940 Act, a majority of aeach Fund's Board membersMembers must be Independent Board members,Members, and for certain important matters, such as the approval of each Fund's investment advisory agreementsagreement or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent Board members.Members. Currently, all of each Fund's Board members,Members, including the Chairman of the Board, are Independent Board members.Members. Each Board has determined that its leadership structure, in which the Chairman of the Board is not affiliated with the Manager,Investment Adviser, is appropriate in light of the specific characteristics and circumstances of each Fund, including, but not limited to: (i) the services that the ManagerInvestment Adviser and its affiliates provide to the Fund and potential conflicts of interest that could arise from these relationships.

relationships; (ii) the extent to which the day-to-day operations of each Fund are conducted by Fund officers and employees of the Investment Adviser and its affiliates; and (iii) each Board's oversight role in management of each Fund.

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

The address of each Nominee is 240 Greenwich Street, New York, New York 10286. Specific information about the Continuing Board Members of each Fund, information on each Nominee's and Continuing Board Member's ownership of Fund shares, and other relevant information is set forth on Exhibit A to this combined proxy statement.

Name of Board Member(Age)
Position withNominees for all 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)
   

Name (Year of Birth) of Nominee
Position with Funds (Since)

Principal Occupation
During Past 5 Years

Other Public Company Board
Memberships During Past 5 Years

Gordon

Francine J. Davis (69)

Bovich (1951)

Board Member

DBUSMSF (1993)
DNJMBF (1993)
DPIF (1993)
DUSTITF (1993)
DUSTLTF (1993)
DUSTMMF (1993)

BNYMAF (2012)

BNYMNYAFMBF (2012)

BNYMOMSF (2012)

BNYMWGF (2012)

GMMF (2012)

GMMMF (2012)

GNYMMMF (2012)

The Bradley Trusts, private trust funds, Trustee (2011 – Present)

Partner in the law firm of Dewey & LeBoeuf, LLP
Consolidated Edison,

Annaly Capital Management, Inc., a utility company,real estate investment trust, Director (2014 – Present)

4

Director (1997 - present)
The Phoenix Companies, Inc., a life insurance company, Director (2000 - present)

Nominees for all Funds
   

Name (Year of Birth) of Nominee
Position with Funds (Since)

Principal Occupation
During Past 5 Years

Other Public Company Board
Memberships During Past 5 Years

David P. Feldman (71)

Michael D. DiLecce (1962)

Advisory Board Member

DBUSMSF (1991)
DNJMBF (1991)
DPIF (1991)
DUSTITF (1991)
DUSTLTF (1991)
DUSTMMF (1991)

BNYMAD (2022)

BNYMIF (2022)

BNYMIF V (2022)

BNYMIF VI (2022)

BNYMMIF (2022)

BNYMNJMBF (2022)

BNYMRGF (2022)

BNYMSIF (2022)

BNYMVIF (2022)

Retired since July 2022; Global Asset Management Assurance Leader, Ernst & Young LLP (2015 – 2022); Americas Regional Talent Managing Partner for Ernst & Young's Financial Service Practice (2017 – 2021); Partner, Ernst & Young LLP (1997 – 2022)Corporate Director and Trustee
BBH Mutual Funds Group (4 registered mutual funds), Director (1992 - present)
QMed, Inc., a healthcare company, Director (1999 - 2007)
N/A
   
Lynn Martin (71)

Gina D. France (1958)

Board Member

DBUSMSF (1994)
DNJMBF (1994)
DPIF (1994)
DUSTITF (1994)
DUSTLTF (1994)
DUSTMMF (1994)

BNYMAD (2019)

BNYMIF (2019)

BNYMIF V (2019)

BNYMIF VI (2019)

BNYMMIF (2019)

BNYMNJMBF (2019)

BNYMRGF (2019)

BNYMSIF (2019)

BNYMVIF (2019)

France Strategic Partners, a strategy and advisory firm serving corporate clients across the United States, Founder, President and Chief Executive Officer (2003 – Present)

President of The Martin Hall Group LLC,

Huntington Bancshares, a human resources consulting firm, from January 2005 - present

Advisor tobank holding company headquartered in Columbus, Ohio, Director (2016 – Present)

Cedar Fair, L.P., a publicly-traded partnership that owns and operates amusement parks and hotels in the international accounting firm of Deloitte & Touche, LLPU.S. and Chair to its Council for the Advancement of Women from March 1993 - September 2005

AT&TCanada, Director (2011 – May 2023)

CBIZ, Inc., a telecommunicationspublic company Director (1999 - present)

Ryder System, Inc., a supply chainproviding professional business services, products and transportation management company,solutions, Director (2015 – Present)

Joan L. Gulley (1947)
Board Member

BNYMAD (2017)

BNYMIF (2017)

BNYMIF V (2017)

BNYMIF VI (2017)

BNYMMIF (2017)

BNYMNJMBF (2017)

BNYMRGF (2017)

BNYMSIF (2017)

BNYMVIF (2017)

Nantucket Atheneum, public library, Chair (June 2018 – June 2021) and Director (1993 - present)

The Procter & Gamble Co., a consumer products company, Director (1994 - present)
Constellation Energy Group, Inc., Director (2003 - present)
(2015 – June 2021)

Orchard Island Club, golf and beach club, Governor (2016 – Present) and President (February 2023 – Present)

N/A
   

5


Additional Nominee for BNYMAD, BNYMIF, BNYMIF V, BNYMIF VI, BNYMMIF, BNYMNJMBF, BNYMRGF, BNYMSIF and BNYMVIF

Name (Year of Birth) of Nominee
Position with Funds (Since)

Principal Occupation
During Past 5 Years

Other Public Company Board
Memberships During Past 5 Years

Nathan Leventhal (1943)

Board Member

BNYMAF (1989)

BNYMNYAFMBF (1989)

BNYMOMSF (1989)

BNYMWGF (1989)

GMMF (1989)

GMMMF (1989)

GNYMMMF (1989)

Lincoln Center for the Performing Arts, President Emeritus (2001 – Present)

Palm Beach Opera, President (2016 – Present)

Movado Group, Inc., a public company that designs, sources, markets and distributes watches, Director (2003 – 2020)

Additional Nominee for BNYMAF, BNYMNYAFMBF, BNYMOMSF, BNYMWGF, GMMF, GMMMF and GNYMMMF
  
Philip L. Toia (77)
Board Member
DBUSMSF (1997)
DNJMBF (1997)
DPIF (1997)
DUSTITF (1997)
DUSTLTF (1997)
DUSTMMF (1997)
 Private Investor

Name (Year of Birth) of Nominee
Position with Funds (Since)

Principal Occupation
During Past 5 Years

N/A

Other Public Company Board
Memberships During Past 5 Years

Robin A. Melvin (1963)

Board Member

BNYMAD (2012)

BNYMAF (2012)

BNYMIF (2012)

BNYMIF V (2011)

BNYMIF VI (2012)

BNYMMIF (2012)

BNYMNJMBF (2011)

BNYMNYAFMBF (2012)

BNYMOMSF (2012)

BNYMRGF (2012)

BNYMSIF (2012)

BNYMVIF (2012)

BNYMWGF (2012)

GMMF (2012)

GMMMF (2012)

GNYMMMF (2012)

Westover School, a private girls' boarding school in Middlebury, Connecticut, Trustee (2019 – June 2023)

Mentor Illinois, a non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois, Co-Chair (2014 – 2020); Board Member (2013 – 2020)

JDRF, a non-profit juvenile diabetes research foundation, Board Member (June 2021 – June 2022)

HPS Corporate Lending Fund, a closed-end management investment company regulated as a business development company, Trustee (August 2021 – Present)

Each Nominee and Continuing Board memberMember, with the exception of Mses. Bovich, France and Gulley and Mr. DiLecce, has been a BoardBNY Mellon Family of Funds board member of Dreyfus mutual funds for over tentwenty years. Ms. Bovich has been in the asset management business for 40 years, Ms. France has more than 35 years of strategy, investment banking and corporate finance experience and Ms. Gulley was in the asset management business for more than 30 years prior to her retirement in 2014. Mr. DiLecce has over 30 years of experience as an accountant with independent registered public accounting firms. Additional information about each Board memberNominee follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each Board memberNominee possesses which athe respective 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.
Members (this information for the Continuing Board Members is set forth on Exhibit A). Each Board believes that the significance of each Board member'sMember's experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Board memberMember may not have the same value for another) and that these factors are best evaluated at the boardBoard level, with no single Board member,Member, or particular factor, being indicative of boardBoard effectiveness. However, each Board believes that Board membersMembers need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with the Fund'sFund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; theeach Board believes that its members satisfy this standard. Experience relevant to having this ability may be achieved through a Board member'sMember's educational background; business or 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 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 Independent Board member

6

Member nominees. To assist them in evaluating matters under federal and state law, the Board membersMembers are counseled by their own independent legal counsel, who participates in Board meetings and interacts with the Manager,Investment Adviser and also may benefit from information provided by the Manager'sInvestment Adviser's counsel; counsel to the Funds and to the Boards havehas 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.

Francine J. Bovich – Ms. Bovich currently serves as a Trustee for The Bradley Trusts, private trust funds, and as a Director of Annaly Capital Management, Inc. She is an Emeritus Trustee of Connecticut College, and served as a Trustee from 1986 to 1997. She currently serves as a member of the Investment Committee (formerly, the Investment Sub Committee) for Connecticut College's endowment fund and served as Chair of the Investment Sub Committee until June 2020. From April 1993 until September 2010, Ms. Bovich was a Managing Director at Morgan Stanley Investment Management, holding various positions including Co-Head of Global Tactical Asset Allocation Group, Operations Officer, and Head of the U.S. Institutional Equity Group. Prior to joining Morgan Stanley Investment Management, Ms. Bovich was Principal, Executive Vice President and Senior Portfolio Manager at Westwood Management Corporation, where she worked from 1986 until 1993. From 1980 to 1986, she worked at CitiCorp Investment Management, Inc. as Managing Director and Senior Portfolio Manager. From 1973 to 1980, Ms. Bovich was an Assistant Vice President and Equity Portfolio Manager at Bankers Trust Company. From 1991 to 2005, she served as U.S. Representative to the United Nations Investments Committee, advising a global portfolio of approximately $30 billion.

Michael D. DiLecce – Mr. DiLecce retired as a Partner at the accounting firm of Ernst & Young LLP in June 2022. Mr. DiLecce has substantial accounting, investment management, and executive experience serving firms within the investment management industry. From August 1983 to June 2022, Mr. DiLecce was an auditor at Ernst & Young LLP where he served as Global Assurance Leader of Asset Management and as the audit partner for various investment company complexes. In addition, from July 2017 to June 2021, Mr. DiLecce was the Americas Regional Talent Managing Partner for Ernst & Young's Financial Service practice. He was an Assurance Partner at Ernst & Young LLP from 1997 to 2022. Mr. DiLecce currently serves as an Advisory Board Member of Welsh, Carson, Anderson & Stowe, a private equity firm focusing on investments in technology and healthcare companies.

Gina D. France – Ms. France serves as President and Chief Executive Officer of France Strategic Partners. Before founding France Strategic Partners in 2003, Ms. France was a managing director of Ernst & Young LLP where she led a national client-facing strategy group. She has served as a strategic advisor to over 250 companies throughout the course of her career. Ms. France has more than 35 years of strategy, investment banking and corporate finance experience. Previously, Ms. France was an investment banker with Lehman Brothers in New York and San Francisco. Prior to Lehman Brothers, she served as the international cash manager of Marathon Oil Company. Ms. France has served on several corporate boards including: Huntington Bancshares (investment company oversight committee chair); Cedar Fair, L.P. (audit committee chair); CBIZ, Inc.; Baldwin Wallace University; FirstMerit Corporation (nominating and governance committee chair); Dawn Food Products, Inc.; and Mack Industries. Ms. France served as Director of Cedar Fair, L.P. from 2011 to May 2023 and served as a Trustee of Dance Cleveland, a non-profit, from 2001 to June 2023.

Joan L. Gulley – Ms. Gulley served in various senior roles at PNC Financial Services Group, Inc. ("PNC") from 1993 until her retirement in 2014, including Chief Executive Officer of PNC Advisors, the wealth management and institutional services business of PNC, from 2002 to 2005, Executive Vice President and Chief Marketing Officer of PNC from 2002 to 2007, and Executive Vice President ("EVP") and Chief Human Resources Officer ("CHRO") of PNC from 2008 until 2014. In her role as EVP and CHRO of PNC, Ms. Gulley was responsible for the oversight of $8 billion in combined pension and 401(k) assets.

7

PERTAINING TO THE BOARD OF EACH FUND

Ms. Gulley also served as a member of PNC's Executive Committee from 2008 to 2014, where she participated in all key strategic and operational decisions affecting PNC, and was responsible for all staff support to the PNC Board's Personnel and Compensation Committee with respect to executive compensation, succession planning, talent management, human resource regulatory matters and diversity. Prior to joining PNC, Ms. Gulley held positions with The table below indicatesMassachusetts Company, a chartered bank and subsidiary of The Travelers Insurance Company, which was acquired by PNC in 1993, and with branches of the dollar rangeFederal Reserve Bank in Boston, Massachusetts and Washington D.C. Ms. Gulley currently serves as a Governor and President of each currentthe Orchard Island Club and from 2015 to 2021 served on the Board of Trustees of the Nantucket Atheneum.

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

Robin A. Melvin – From 2014 to 2020, Ms. Melvin served as Co-Chair of Mentor Illinois, a non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois, and served as a Board member from 2013 to 2020. Ms. Melvin served as Director of the Boisi Family Foundation, a private family foundation that supports organizations serving the needs of youth from disadvantaged circumstances, from 1995 to 2012. In that role she also managed the Boisi Family Office, providing the primary interface with all investment managers, legal advisors and Nominee's ownershipother service providers to the family. She has also served in various roles with MENTOR, a national non-profit youth mentoring advocacy organization, including Executive Director of sharesthe 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. Ms. Melvin served as a Board member of JDRF, a non-profit juvenile diabetes research foundation from June 2021 to June 2022. She also serves as a Trustee of HPS Corporate Lending Fund, a closed-end management investment company regulated as a business development company (August 2021 to present), and served as a Trustee of Westover School, a private girls boarding school in Middlebury, Connecticut from 2019 to June 2023.

Fund Board Committees. Each Fund has standing audit, nominating, compensation and litigation committees, each comprised of its Independent Board Members, except that Joseph S. DiMartino does not serve on the compensation committees.

The function of the audit committee of each Fund (including series thereof)is (1) to oversee the Fund's accounting and financial reporting processes and the aggregate dollar rangeaudits of sharesthe Fund's financial statements and (2) to assist in the Board's oversight of the integrity of the Fund's financial statements, the Fund's compliance with legal and regulatory requirements and the qualifications, independence and performance of the Fund's independent registered public accounting firm. A copy of each Fund's Audit Committee Charter, which describes the audit committee's purposes, duties and responsibilities, is available at www.im.bnymellon.com. Each Fund's audit committee has determined that at least one Board Member qualifies as an audit committee financial expert under the securities laws and Gina D. France has been designated as the audit committee financial expert for each of BNYMAD, BNYMIF, BNYMIF V, BNYMIF VI, BNYMMIF, BNYMNJMBF, BNYMRGF, BNYMSIF and BNYMVIF and Joseph S. DiMartino has been designated as the audit

8

committee financial expert for each of BNYMAF, BNYMNYAFMBF, BNYMOMSF, BNYMWGF, GMMF, GMMMF and GNYMMMF.

Each Fund's nominating committee is responsible for selecting and nominating persons as members of the Board for election or appointment by the Board and for election by shareholders. In evaluating potential nominees, including any nominees recommended by shareholders, the committee takes into consideration the factors listed in each Fund's Nominating Committee Charter and Procedures (the "Nominating Committee Charter"), including character and integrity, and business and professional experience. The nominating 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. The committee will consider recommendations for nominees from shareholders submitted to the Secretary of the Fund, c/o BNY Mellon Investment Adviser Legal Department, 240 Greenwich Street, 18th Floor, New York, New York 10286, and including information regarding the recommended nominee as specified in the Nominating Committee Charter. The Nominating Committee Charter is attached as Exhibit B to this combined proxy statement.

The function of the compensation committee is to establish the appropriate compensation for serving on the Board.

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

Compensation. Each Nominee, except Mr. DiLecce, currently serves as a Board Member of multiple funds in the Dreyfus Family of Funds for which he or she is a Board member, in each case as of December 31, 2010.

Name of Board Member or NomineeDollar Range of Shares Held in Fund
DBUSMSFDNJMBFDPIFDUSTITF
Joseph S. DiMartinoNoneNone$50,001-$100,000None
Gordon J. DavisNoneNoneNoneNone
David P. FeldmanNone$1-$10,000NoneNone
Lynn MartinNoneNone$50,001-$100,000None
Philip L. ToiaNoneNone$10,001 - $50,000None
Robin A. MelvinNoneNoneNoneNone


Name of Board Member or NomineeDollar Range of Shares Held in Fund
DUSTLTFDUSTMMFAggregate Holding of Funds in The Dreyfus Family of Funds for Which Responsible as a Board Member
Joseph F. DiMartinoNoneNoneOver $100,000
Gordon J. DavisNoneNoneOver $100,000
David P. FeldmanNoneNoneOver $100,000
Lynn MartinNoneNone$1-$10,000
Philip L. ToiaNoneNone$1-$10,000
Robin A. MelvinNoneNone$50,001-$100,000
As of February 28, 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 FUND
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
DBUSMSF52111
DNJMBF5211None
DPIF5211None
DUSTITF52111
DUSTLTF52111
DUSTMMF6211None

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).
COMPENSATION TABLE
Each Fund currently pays its Board members its allocated portion 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 DreyfusBNY Mellon Family of Funds. TheAnnual retainer fees and meeting attendance fees are allocated on the basis of net assets, with the Chairman of theeach Board, receivesMr. DiMartino, receiving an additional 25% of such compensation. Each Fund also reimburses each Board memberMembers for travel and out of pocketout-of-pocket expenses in connection with attending Board or committee meetings. Each Emeritus Board member is entitled to receive an annual retainerThe Funds do not have a bonus, pension, profit-sharing or retirement plan.

The amount 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 amountcompensation paid to Board members.

Theeach Nominee by each Fund for its most recent fiscal year and the aggregate amount of compensation paid to each current Board membersuch Nominee by each Fund for the Fund's last fiscal year, and by all the funds in the DreyfusBNY Mellon Family of Funds for which such personthe Nominee was a Board member (the number of portfolios of such funds is set forth in parenthesis next to each Board member's total compensation) for the year ended December 31, 2010 wereMember during 2022, was as follows:

Name of Board Member
Nominee and Fund

Compensation
from each Fund*
Aggregate Compensation
From Each from each Fund *
Total Compensation From the Funds
and
Fund Complex
Paid to Nominee (**)
   
Joseph S. DiMartinoFrancine J. Bovich $1,060,250 (175)
DBUSMSF$1,906 
DNJMBFBNYMAF$13,82438,994 
DPIFBNYMNYAFMBF$10,6634,745 
DUSTITFBNYMOMSF$2,9488,630 
DUSTLTFBNYMWGF$1,50615,973 
DUSTMMFGMMF$25,13549,131 
GMMMF$13,582
GNYMMMF$2,223
$613,000 (53)

9

Name of Nominee and Fund
Compensation
from each Fund*		Aggregate Compensation from each Fund and
Fund Complex
Paid to Nominee (**)
   
Gordon J. DavisMichael D. DiLecce*** $179,500 (45)
DBUSMSF$1,530 
DNJMBFBNYMAD$11,085 
DPIF  (8/31 fiscal year end)$8,426N/A 
DUSTITF  (10/31 fiscal year end)$2,373N/A 
DUSTLTFBNYMIF$1,224N/A 
DUSTMMFBNYMIF V
  (10/31 fiscal year end)N/A
  (12/31 fiscal year end)$19,9601,404 
BNYMIF VI$142
BNYMMIFN/A
BNYMNJMBF$764
BNYMRGF$2,857
BNYMSIF$6,073
BNYMVIF$1,950
$43,750 (24)
   
David P. FeldmanGina D. France $225,000 (48)
DBUSMSF$1,530 
DNJMBFBNYMAD$11,085 
DPIF  (8/31 fiscal year end)$8,42622,574 
DUSTITF  (10/31 fiscal year end)$2,37332,136 
DUSTLTFBNYMIF$1,22433,846 
DUSTMMFBNYMIF V
  (10/31 fiscal year end)$19,9607,008 
  (12/31 fiscal year end)$5,814
BNYMIF VI$2,454
BNYMMIF$16,031
BNYMNJMBF$2,977
BNYMRGF$12,604
BNYMSIF$22,873
BNYMVIF$7,132
$171,000 (24)
   
Lynn MartinJoan L. Gulley $56,000 (15)
DBUSMSF$1,148 
DNJMBFBNYMAD$8,314 
DPIF  (8/31 fiscal year end)$6,32023,960 
DUSTITF  (10/31 fiscal year end)$1,78434,098 
DUSTLTFBNYMIF$91635,856 
DUSTMMFBNYMIF V
  (10/31 fiscal year end)$15,0697,436 
  (12/31 fiscal year end)$6,168
BNYMIF VI$2,598
BNYMMIF$16,986
BNYMNJMBF$3,151
BNYMRGF$13,397
BNYMSIF$24,214
BNYMVIF$7,554
$347,000 (42)

10

Name of Nominee and Fund
Compensation
from each Fund*		Aggregate Compensation from each Fund and
Fund Complex
Paid to Nominee (**)
Nathan Leventhal
BNYMAF$38,994
BNYMNYAFMBF$4,742
BNYMOMSF$8,630
BNYMWGF$15,964
GMMF$49,109
GMMMF$13,575
GNYMMMF$2,222
$398,500 (32)
   
Philip L. ToiaRobin A. Melvin $128,500 (26)
DBUSMSF$1,530 
DNJMBFBNYMAD$11,085 
DPIF  (8/31 fiscal year end)$8,42624,051 
DUSTITF  (10/31 fiscal year end)$2,37334,134 
DUSTLTFBNYMAF$1,22438,994 
DUSTMMFBNYMIF$19,96035,897 

________________________BNYMIF V
*  (10/31 fiscal year end)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.$7,444
 (12/31 fiscal year end)$6,168
BNYMIF VI$2,601
BNYMMIF$17,006
BNYMNJMBF$3,151
BNYMNYAFMBF$4,744
BNYMOMSF$8,630
BNYMRGF$13,397
BNYMSIF$24,214
BNYMVIF$7,554
BNYMWGF$15,973
GMMF$49,131
GMMMF$13,581
GNYMMMF$2,223
  $747,500 (74)
**Represents the number of separate portfolios comprising the investment companies in the Fund Complex, including the Funds, for which the Board member served._________________________

* Amounts shown do not include expenses reimbursed to Nominees for attending Board meetings. Amounts shown also do not include the costs of office space and related parking, office supplies and secretarial services, which are paid by the Funds (allocated among the funds in the BNY Mellon Family of Funds based on net assets), which, in 2022, for the Funds ranged from $28 to $2,526 ($19,383 for all Funds).

** Represents the number of separate portfolios comprising the investment companies in the fund complex, including the Funds, for which the Nominee served as a board member in 2022.

*** Mr. DiLecce became an advisory board member of BNYMAD, BNYMIF, BNYMIF V, BNYMIF VI, BNYMMIF, BNYMNJMBF, BNYMRGF, BNYMSIF and BNYMVIF in October 2022 and receives compensation from the funds for attending board meetings in an advisory role.

For each Fund's most recent fiscal year, the number of Board and committee meetings held and the amount of compensation paid by each Fund to the Continuing Board Members and the aggregate amount of compensation paid by all funds in the BNY Mellon Family of Funds for which each such person was a Board Member in 2022 are set forth on Exhibit A. Certain other information concerning each Fund's Board Members and officers also is set forth on Exhibit A.

11

 

PERTAINING TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Set

Required Vote

The election of a Nominee for each Fund requires the affirmative vote of a plurality of votes cast at the Fund's meeting for the election of Board Members, if a quorum is present.

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" or "auditors") be selected by a majority of the Independent Board Members. The audit committee has direct responsibility for the appointment, compensation, retention and oversight of the Fund's independent auditors. Each Fund's audit committee approved and each Fund's Board, including a majority of the Independent Board Members, ratified and approved the selection of Ernst & Young LLP ("EY") as the independent auditors for the respective Fund's fiscal year ended in 2023 or 2024, as applicable, at a meeting held on the date set forth below for each Fund on Schedule 3 to this combined proxy statement. EY, a major international accounting firm, has acted as independent auditors of each Fund since the Fund's organization.

Independent Registered Public Accounting Firm Fees and Services

The following chart reflects fees billed by EY in each Fund's last two fiscal years areyears. For Service Affiliates (i.e., the amounts Ernst & Young, the independent registered public accounting firm for the Funds, billed for (i) services rendered in connectionInvestment Adviser and any entity controlling, controlled by or under common control with the annual audit of the Fund's financial statements ("Audit Fees"); (ii) assurance andInvestment Adviser that provides ongoing services rendered that are reasonably related to the performance ofrelevant Fund), such fees represent only those fees that required pre-approval by the audit or review ofcommittee, except the Fund's financial statements ("Audit-Related Fees"); (iii) professional services rendered for tax compliance, tax planningAggregate Non-Audit Fees amounts, which include all non-audit fees billed by EY to the Fund and tax advice, including primarily the review of each Fund's tax returns ("Tax Fees"); (iv) other products andService Affiliates. All services provided ("All Other Fees"); and (v) non-audit services provided to affiliates of Dreyfus ("Aggregate Non-Audit Fees").

by EY were pre-approved as required.

Fund (Fiscal Year End)1Audit FeesAudit-Related Fees2Tax Fees3All Other FeesFees Paid by Service AffiliatesAggregate Non-Audit Fees Paid by Fund and Service Affiliates
BNYMAD
 (8/31)		$174,265/$142,200$35,400/$28,889$30,622/$19,051$9,941/$19,641$0/$26,949$2,692,122/$2,418,678
BNYMAD
 (10/31)		$200,486/$204,495$62,212/$57,466$19,008/$17,631$857/$405$10,960/$28,369$2,476,929/$2,189,735
BNYMAF
 (12/31)		$34,853/$35,550$10,295/$10,572$5,222/$4,763$12,377/$6,464$6,737/$6,737$3,095,435/$1,803,830
BNYMIF
 (10/31)		$117,206/$119,550$23,536/$24,325$9,985/$14,289$8,789/$4,450$8,220/$20,211$2,476,929/$2,189,735

12

Name of Fund
Fiscal Year Ended
Audit Fees
Audit-Related Fees
Tax Fees
All Other Fees
Aggregate Non-Audit Fees
Paid by Service Affiliates*
DBUSMSF2009$40,961$5,276$3,638$24$24,975,296
 2010$40,961$5,382$3,692$28$39,552,052
       
DNJMBF2009$38,832$5,276$3,638$164$24,975,296
 2010$38,832$5,382$4,681$207$39,552,052
       
DPIF2009$269,964$36,932$24,697$254$24,975,296
 2010$269,964$60,820$25,611$667$39,552,052
       
DUSTITF2009$26,682$5,276$3,638$73$24,975,296
 2010$26,682$5,382$3,692$43$39,552,052
       
DUSTLTF2009$26,682$5,276$3,638$34$24,975,296
 2010$26,682$5,382$4,203$22$39,552,052
       
DUSTMMF2009$36,326$5,276$3,638$684$24,975,296
 2010$36,326$5,382$3,181$367$39,552,052
__________________

Fund (Fiscal Year End)1Audit FeesAudit-Related Fees2Tax Fees3All Other FeesFees Paid by Service AffiliatesAggregate Non-Audit Fees Paid by Fund and Service Affiliates
BNYMIF V
 (10/31)		$82,353/$84,000$18,752/$18,616$10,444/$9,526$330/$179$5,480/$13,474$2,476,929/$2,189,735
BNYMIF V
 (12/31)		$34,853/$35,550$7,080/$7,229$5,222/$4,763$790/$440$6,737/$6,737$3,095,435/$1,803,830
BNYMIF VI
 (11/30)		$42,156/$42,999$12,924/$13,413$5,222/$4,763$4,015/$2,117$6,737/$6,737$2,747,329/$2,144,335
BNYMMIF
 (10/31)		$34,853/$35,550$7,080/$7,538$4,763/$4,763$3,112/$1,501$2,740/$6,737$2,476,929/$2,189,735
BNYMNJMBF
 (12/31)		$35,494/$36,204$11,095/$10,926$3,342/$3,342$3,092/$1,596$8,158/$8,158$3,095,435/$1,803,830
BNYMNYAFMBF
 (11/30)		$35,494/$36,204$10,222/$10,456$3,342/$3,342$1,667/$837$8,158/$8,158$2,747,329/$2,144,335
BNYMOMSF
 (4/30)		$36,204/$36,928$14,550/$14,445$3,342/$3,342$1,352/$1,349$8,158/$8,158$2,423,621/$1,706,473
BNYMRGF
 (2/28(29))		$35,550/$36,261$7,198/$7,188$5,222/$4,763$6,461/$6,534$6,737/$6,737$2,807,909/$1,830,036
BNYMSIF
 (12/31)		$34,853/$35,550$7,080/$7,737$4,763/$4,763$80/$46$2,737/$3,737$3,095,435/$1,803,830
BNYMVIF
 (12/31)		$139,412/$142,200$31,535/$31,395$19,008/$17,631$201/$110$12,369/$16,369$3,095,435/$1,803,830
BNYMWGF
 (10/31)		$47,500/$48,450$9,376/$9,412$5,222/$4,763$4,351/$2,231$2,740/$6,737$2,476,929/$2,189,735
GMMF
 (11/30)		$34,853/$35,550$7,080/$7,732$6,684/$3,342$11,746/$10,309$7,158/$8,158$2,747,329/$2,144,335
GMMMF
 (11/30)		$34,853/$35,550$7,080/$7,234$3,342/$3,342$1,327/$588$7,158/$8,158$2,747,329/$2,144,335
GNYMMMF
 (11/30)		$34,853/$35,550$7,080/$7,077$3,342/$3,342$637/$282$7,158/$8,158$2,747,329/$2,144,335

13

__________________________

* 1For Service Affiliates (the respective fiscal years ended in 2021/2022 or 2022/2023, as applicable.
2i.e.Services to the Fund consisted of one or more of the following: (i) agreed upon procedures related to compliance with Internal Revenue Code section 817(h), Dreyfus(ii) security counts required by Rule 17f-2 under the 1940 Act, (iii) advisory services as to the accounting or disclosure treatment of Fund transactions or events and any entity controlling, controlled by or under common control with Dreyfus that provides ongoing(iv) advisory services to the Fund), such fees represent only those fees that require pre-approvalaccounting or disclosure treatment of the actual or potential impact to the Fund of final or proposed rules, standards or interpretations by the audit committee.Securities and Exchange Commission, the Financial Accounting Standards Board or other regulatory or standard-setting bodies.
3Services to the Fund consisted of: (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments; and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

Audit Committee Pre-Approval Policies and Procedures.  Procedures.Each Fund's audit committee has established policies and procedures (the "Policy") for pre-approval (within specified fee limits) of the independent registered public accounting firm's engagementsEY's engagement 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 EY's independence. Pre-approvals pursuant to the independent registered public accounting firm's independence.  The Policy and services covered therein are considered annually. In addition, proposed services requiring pre-approval but not covered by the Policy are considered from time to time as necessary.

14


Independent Registered Public Accounting Firm's

Auditor Independence. Each Fund's audit committee has considered whether the provision of non-audit services that were rendered to Service Affiliates whichthat did not require pre-approval areis compatible with maintaining EY's independence.

A representative of EY will be available to join the independent registered public accounting firm's independence.Meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions.

Service Providers

BNY Mellon Investment Adviser, Inc., located at 240 Greenwich Street, New York, New York 10286, serves as each Fund's investment adviser.

BNY Mellon Securities Corporation, a wholly-owned subsidiary of the Investment Adviser, located at 240 Greenwich Street, New York, New York 10286, serves as the distributor (i.e., principal underwriter) of each Fund's shares.

The Bank of New York Mellon ("BNY Mellon"), an affiliate of the Investment Adviser, located at 240 Greenwich Street, New York, New York 10286, acts as custodian for the assets of each Fund.

BNY Mellon Transfer, Inc., an affiliate of the Investment Adviser, located at 240 Greenwich Street, New York, New York 10286, acts as Transfer Agent, Dividend-Paying Agent and Registrar for each Fund.

Voting Information

To vote, you may use any of the following methods:

·By Mail. Please complete, date and sign the enclosed proxy card and mail it in the enclosed, postage-paid envelope.
·Over the Internet. Have your proxy card 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 available. Call the toll-free number listed on the proxy card. Enter your control number from your proxy card. Follow the recorded instructions.
·At the Meeting. Any shareholder who attends the Meeting virtually may vote over the Internet (see above) during the Meeting.

For each Fund, the shareholders of all series and classes of shares of the Fund will vote together as a single class to elect Nominees and the voting power of the shares of each series and class of shares will be counted together in determining the results of the voting. Total voting power of a Fund taken as a whole is determined by the number of shares outstanding (including fractional shares) of the Fund as of the Record Date.

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" a proposal.

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 shares of a Fund on a particular matter with respect to which the broker or nominee does not have discretionary power), the

15



*  *  *  *
Part II

Part II sets forth information relevant

Fund's 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, but will not constitute a vote "for" a proposal and will have no effect on the result of the vote. However, because the Funds understand that a broker or nominee may exercise discretionary voting power with respect to the officersproposal to elect Board members, and there are no other proposals expected to come before the Meeting for which a broker or nominee would not have discretionary voting authority, the Funds do not anticipate that there will be any "broker non-votes" at the Meeting.

If you hold shares of a Fund through a broker-dealer or other intermediary that has entered into a service agreement with the Fund or the Fund's distributor, such intermediary may be the record holder of your shares. At the Meeting, an intermediary will vote shares for which it receives instructions from its customers in accordance with those instructions. A signed proxy card or other authorization by a shareholder that does not specify how the shareholder's shares should be voted on the proposal may be deemed to authorize the intermediary to vote such shares in favor of the proposal to elect Board members. Depending on its policies, applicable law or contractual or other restrictions, an intermediary may be permitted to vote shares with respect to which it has not received voting instructions from its customers. In those cases, the intermediary may, but may not be required to, vote such shares in the same proportion as those shares for which the intermediary has received voting instructions. Because of this practice, a small number of shareholders could determine how a Fund votes, if other shareholders fail to vote.

Shares of BNYMSIF and BNYMVIF 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 Tuesday October 10, 2023. 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. Because of this practice, a small number of Policyowners could determine how each Fund.

such Fund votes, if other Policyowners fail to provide voting instructions. Additional information regarding voting instruction rights is provided in the prospectus or statement of additional information for the Policies.

With respect to BNY Mellon Adviser-sponsored IRAs, the Individual Retirement Custodial Account Agreement governing the IRAs requires BNY Mellon, as the custodian of the IRAs, to vote Fund shares held in such IRAs in accordance with the IRA shareholder's instructions. BNY Mellon will solicit instructions from such IRA shareholders. To be effective, voting instructions must be received prior to the close of business on Tuesday October 10, 2023. However, if no voting instructions are received, BNY Mellon will vote the IRA shares in the same proportions as it votes the shares for which properly conveyed instructions are timely received from other BNY Mellon Adviser-sponsored IRA shareholders. Because of this practice, a small number of shareholders could determine how the Fund votes, if other shareholders fail to vote.

16

The cost of preparing, printing and mailing this combined proxy statement and the attached Notice of Special Meeting of Shareholders and the accompanying proxy card(s), as well as the costs associated with the proxy solicitation, which is estimated to total approximately $1,205,960, will be borne by the Funds. These costs are estimated to range from $6,400 to $213,530 for the Funds and are set forth for each Fund on Schedule 4. Solicitation may be made by officers or employees of BNY Mellon Adviser, or by dealers and their representatives. In addition to the use of the mail, proxies may be solicited personally or by telephone, and the Funds or BNY Mellon Adviser may pay persons holding Fund shares in their names or those of their nominees for their expenses in sending soliciting materials to their principals. The Funds will retain Equiniti Fund Solutions, LLC (the "Proxy Solicitor") to assist in the solicitation of proxies, primarily by contacting shareholders by telephone. The cost of the Proxy Solicitor is estimated to be approximately $31,400, which amount is included in the estimated total expenses listed above.

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 telephone 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 Funds' combined proxy statement and proxy card(s). Within 72 hours of receiving such telephonic or electronically transmitted voting instructions from a shareholder, 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. Any Fund shareholder giving a proxy by telephone or electronically may revoke it at any time before it is exercised by sending a written notice of revocation to the proxy tabulator at the address listed on the proxy card, by submitting a new proxy to the Fund or by attending the Meeting and voting virtually.

With respect to BNYMAD, BNYMAF, BNYMIF, BNYMIF V, BNYMMIF, BNYMNJMBF, BNYMRGF, BNYMSIF, BNYMWGF, GMMF and GMMMF, 33-1/3% of the Fund's shares entitled to vote constitutes a quorum for the transaction of business at the Meeting. With respect to BNYMIF VI, BNYMVIF, BNYMNYAFMBF, BNYMOMSF and GNYMMMF, 30% of the Fund's shares entitled to vote constitutes a quorum for the transaction of business at the Meeting. Virtual attendance at the Meeting shall constitute in person attendance for purposes of calculating a quorum. 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 represented at the Meeting virtually or by proxy.

OTHER MATTERS

Each Fund's Board is not aware of any other matter which may come before the Meeting. However, should any such matter with respect to one or more Funds properly come before the Meeting, it is the intention of the persons named in the accompanying forms of proxy to vote the proxy in accordance with their judgment on such matter.

None of the Funds hold annual meetings of shareholders. Any shareholder proposal for inclusion in a proxy statement for a Fund's next shareholder meeting subsequent to this Meeting, if any, must be received by the Fund's Secretary at the offices of the Fund, 240 Greenwich Street, New York, New York 10286, in a reasonable period of time before the Fund begins to print and mail the proxy materials for such meeting. Under the proxy rules of the Securities and Exchange Commission, shareholder proposals meeting requirements contained in those rules may, under certain conditions, be included in a Fund's proxy materials for a particular meeting of shareholders. One of these conditions relates to the timely receipt by the Fund of any such proposal. The fact that a Fund receives a shareholder proposal in a timely manner does not,

17

however, ensure its inclusion in the Fund's proxy materials since there are other requirements in the proxy rules relating to such inclusion.

Shareholders who wish to communicate with Board Members should send communications to the attention of the Secretary of the Fund, c/o BNY Mellon Investment Adviser Legal Department, 240 Greenwich Street, New York, New York 10286, and communications will be directed to the Board Member or Board Members indicated in the communication or, if no Board Member or Board Members are indicated, to the Chairman of the Board.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING VIRTUALLY ARE URGED TO COMPLETE, SIGN, DATE AND RETURN EACH ENCLOSED PROXY CARD(S) IN THE ENCLOSED STAMPED ENVELOPE OR OTHERWISE VOTE PROMPTLY.

Dated: August 14, 2023

18

SCHEDULE 1

The following is a list of times at which each Fund's meeting will be held.

Name (Age)
Position with the Funds
of Fund/Series
Principal Occupation During Past 5 Years
Time of Shareholder Meeting
  
BRADLEY J. SKAPYAK (52)
President
BNY Mellon Advantage Funds, Inc.		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 76 investment companies (comprised of 169 portfolios) managed by Dreyfus.9:30 a.m.
BNY Mellon Dynamic Total Return Fund (BNYMDTRF)
BNY Mellon Dynamic Value Fund (BNYMDVF)
BNY Mellon Global Dynamic Bond Income Fund (BNYMGDBIF)
BNY Mellon Global Real Return Fund (BNYMGRRF)
BNY Mellon Opportunistic Midcap Value Fund (BNYMOMVF)
BNY Mellon Opportunistic Small Cap Fund (BNYMOSCF)
BNY Mellon Technology Growth Fund (BNYMTGF)
  
PHILLIP N. MAISANO (63)
Executive Vice President
Chief Investment Officer, Vice Chair and a director of Dreyfus, and an officer of 76 investment companies (comprised of 169 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.Appreciation Fund, Inc.10:30 a.m.
  
JAMES WINDELS (52)
Treasurer
BNY Mellon Index Funds, Inc.		Director – Mutual9:30 a.m.
BNY Mellon International Stock Index Fund Accounting of Dreyfus, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.(BNYMISIF)
BNY Mellon S&P 500 Index Fund (BNYMS&P)
BNY Mellon Smallcap Stock Index Fund (BNYMSSIF)
  
MICHAEL A. ROSENBERG (51)
Vice President and Secretary
Assistant General Counsel of BNY Mellon and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.Investment Funds V, Inc.9:30 a.m.
BNY Mellon Diversified International Fund (BNYMDIF)
BNY Mellon Developed Markets Real Estate Securities Fund (BNYMDMRESF)
BNY Mellon Large Cap Equity Fund (BNYMLCEF)
  
KIESHA ASTWOOD (37)
Vice President and Assistant Secretary
Counsel of BNY Mellon and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.Investment Funds VI9:30 a.m.
BNY Mellon Balanced Opportunity Fund (BNYMBOF)
  
JAMES BITETTO (44)
Vice President and Assistant Secretary
Senior Counsel of BNY Mellon and Secretary of Dreyfus, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.Midcap Index Fund, Inc.9:30 a.m.
  
JONI LACKS CHARATAN (55)
Vice President and Assistant Secretary
Senior Counsel of BNY Mellon and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.New Jersey Municipal Bond Fund, Inc.9:30 a.m.
  
JOSEPH M. CHIOFFI (49)
Vice President and Assistant Secretary
Senior Counsel of BNY Mellon and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.New York AMT-Free Municipal Bond Fund10:30 a.m.
  
KATHLEEN DENICHOLAS (36)
        Vice President and Assistant Secretary
Senior Counsel of BNY Mellon and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.Opportunistic Municipal Securities Fund10:30 a.m.
  
JANETTE E. FARRAGHER (48)
Vice President and Assistant Secretary
Assistant General Counsel of BNY Mellon and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.Research Growth Fund, Inc.9:30 a.m.
  
JOHN B. HAMMALIAN (47)
Vice President and Assistant Secretary
Managing Counsel of BNY Mellon and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.Stock Index Fund, Inc.9:30 a.m.
  
M. CRISTINA MEISER (40)
        Vice President and Assistant Secretary
Senior Counsel of BNY Mellon Variable Investment Fund9:30 a.m.
Appreciation Portfolio (AP)
Opportunistic Small Cap Portfolio (OSCP)
Growth and an officerIncome Portfolio (GIP)
Government Money Market Portfolio (GMMP)

S-1


Name of 77 investment companies (comprisedFund/SeriesTime of 194 portfolios) managed by Dreyfus.Shareholder Meeting
  
ROBERT R. MULLERY (59)
Vice President and Assistant Secretary
Managing Counsel of BNY Mellon and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.Worldwide Growth Fund, Inc.10:30 a.m.
  
JEFF PRUSNOFSKY (45)
        Vice President and Assistant Secretary
General Money Market Fund, Inc.		Managing Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.10:30 a.m.
Dreyfus Money Market Fund (DMMF)
  
RICHARD S. CASSARO (52)
        Assistant Treasurer
Senior Accounting Manager –General Municipal Money Market andFunds, Inc.10:30 a.m.
Dreyfus National Municipal Bond Funds of Dreyfus, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.Money Market Fund (DNMMMF)
  
GAVIN C. REILLY (42)
        Assistant Treasurer
General New York Municipal Money Market Fund		Tax Manager of the Investment Accounting and Support Department of 10:30 a.m.
Dreyfus and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.New York Municipal Money Market Fund (DNYMMMF)
  

S-2

SCHEDULE 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 to own of record or beneficially 5% or more of a class of the Fund's outstanding voting securities (including series thereof) as of July 14, 2023.

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

BNY Mellon Advantage Funds, Inc.   
BNY Mellon Dynamic Total Return Fund (BNYMDTRF)   

BNYMDTRF – Class A

2,019,765.58

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

301,381.0314.92%
 

National Financial Services LLC
For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

295,770.3914.64%
 

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

280,411.3013.88%
 

Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers

Attention: Fund Administration

4800 Deer Lake Drive East- 3rd Floor

Jacksonville, FL 32246-6484

248,927.7612.32%
 

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

206,397.2210.22%
 

LPL Financial

4707 Executive Drive

San Diego, CA 92121-3091

163,657.168.10%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

128,475.156.36%

BNYMDTRF – Class C

330,062.80

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

101,868.1230.86%
 

UBS WM USA

Special Custody Account

Exclusive Benefit of Customers

1000 Harbor Boulevard

Weehawken, NJ 07086-6761

73,915.7022.39%
 

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

51,311.2615.55%

S-3

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

31,522.719.55%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

25,437.427.71%

BNYMDTRF – Class I

5,267,545.72

Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers

Attention: Fund Administration

4800 Deer Lake Drive East- 3rd Floor

Jacksonville, FL 32246-6484

1,278,629.7124.27%
 

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

827,198.8915.70%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

689,920.6513.10%
 

UBS WM USA

Special Custody Account Exclusive Benefit of Customers

1000 Harbor Boulevard

Weehawken, NJ 07086-6761

615,166.6011.68%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

373,497.837.09%
 

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

317,180.836.02%
 

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

297,597.075.65%

BNYMDTRF – Class Y

109,785.14

SEI Private Trust Company

C/O Mellon Bank

Attention: Mutual Fund Admin

1 Freedom Valley Drive

Oaks, PA 19456-9989

50,423.4445.93%
 

VOYA Retirement Insurance and

Annuity Company

1 Orange Way

Windsor, CT 06095-4773

29,609.4026.97%
 

National Financial Services LLC

499 Washington Boulevard

Jersey City, NJ 07310

14,300.0413.03%
 

LPL Financial

4707 Executive Drive

San Diego, CA 92121-3091

8,550.487.79%

S-4

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

Empower Financial Services Inc.

8515 East Orchard Road

Greenwood Village, CO 80111

5,852.545.33%
BNY Mellon Dynamic Value Fund (BNYMDVF)   

BNYMDVF – Class A

24,978,189.38

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

2,730,968.7210.93%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

1,334,009.355.34%
 

UMB Bank N/A

FBO Fiduciary For Various

Retirement Programs

1 SW Security Benefit Place

Topeka, KS 66636-1000

1,253,375.665.02%

BNYMDVF – Class C

877,190.11

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

235,180.2926.81%
 

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

167,516.7319.10%
 

Raymond James

Omnibus For Mutual Funds

880 Carillon Parkway

Saint Petersburg, FL 33716-1102

91,494.9810.43%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

79,788.109.10%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

55,894.666.37%
 

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

54,826.096.25%

BNYMDVF – Class I

42,400,835.88

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

7,657,232.0018.06%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

6,498,046.6315.33%
 

LPL Financial

4707 Executive Drive

San Diego, CA 92121-3091

3,888,545.069.17%

S-5

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

3,721,840.948.78%
 

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

3,360,277.967.93%
 

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

3,065,415.867.23%
 

Raymond James

Omnibus For Mutual Funds

880 Carillon Parkway

Saint Petersburg, FL 33716-1102

2,814,133.376.64%
 

UBS WM USA

Special Custody Account Exclusive Benefit of Customers

1000 Harbor Boulevard

Weehawken, NJ 07086-6761

2,422,086.905.71%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

2,362,210.195.57%

BNYMDVF – Class Y

6,715,674.95

JP Morgan Securities LLC

For the Exclusive Benefit of Our Customers

4 Chase Metrotech Center

Brooklyn, NY 11245-0003

2,711,650.8440.38%
 

SEI Private Trust

Mutual Fund Administrator

One Freedom Valley Drive

Oaks, PA 19456-9989

1,956,685.2829.14%
 

Peninsula Truck Lines Inc. 401k Retirement Plan

P.O. Box 12765

Overland Park, KS 66282

466,528.036.95%
BNY Mellon Global Dynamic Bond Income Fund (BNYMGDBIF)   

BNYMGDBIF – Class A

656,596.78

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

308,309.7146.96%
 

Charles Schwab Trust Bank Cust

USI Individual Retirement

Arrangement Acct

2423 East Lincoln Drive

Phoenix, AZ 85016-1215

277,904.4442.32%

BNYMGDBIF – Class C

9,745.14

BNY Mellon Corporation

MBC Investments Corporation

301 Bellevue Parkway

Wilmington, DE 19809-3705

7,266.7874.57%
 

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

1,801.0018.48%

S-6

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

BNYMGDBIF – Class I

1,697,227.07

State Street Bank & Trust Company

FBO Various Retirement Plans Transamerica Retirement Solutions

Harrison, NY 10528

539,604.9531.79%
 

Newton Investment Management

North America, LLC

240 Greenwich Street – 6th Floor

New York, NY 10007-2163

461,406.6527.19%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

218,021.4012.85%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

157,836.449.30%
 

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

113,390.546.68%
 

LPL Financial

4707 Executive Drive

San Diego, CA 92121-3091

86,990.255.13%

BNYMGDBIF – Class Y

9,337,761.01

SEI Private Trust

Mutual Fund Administrator

One Freedom Valley Drive

Oaks, PA 19456-9989

5,474,454.3358.63%
 

BNY Mellon Yield Enhancement

Strategy Fund

BNY Mellon Investment Adviser, Inc.

2 Hanson Place – 11th Floor

Brooklyn, NY 11217-4717

3,515,843.3537.65%
BNY Mellon Global Real Return Fund (BNYMGRRF)   

BNYMGRRF – Class A

2,892,291.32

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

599,092.0620.71%
 

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

395,983.3113.69%
 

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

367,951.2512.72%
 

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

360,880.8412.48%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

266,777.249.22%
 

Michael W. Juster

Tarrytown, NY

211,848.157.32%

S-7

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

LPL Financial

4707 Executive Drive

San Diego, CA 92121-3091

155,867.105.39%

BNYMGRRF – Class C

1,702,579.52

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

481,816.3628.30%
 

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

322,210.9818.92%
 

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

212,594.7012.49%
 

Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers

Attention Fund Administration

4800 Deer Lake Drive East- 3rd Floor

Jacksonville, FL 32246-6484

173,104.0710.17%
 

LPL Financial

4707 Executive Drive

San Diego, CA 92121-3091

127,784.727.51%
 

Raymond James

Omnibus For Mutual Funds

880 Carillon Parkway

Saint Petersburg, FL 33716-1102

116,590.716.85%

BNYMGRRF – Class I

103,778,730.92

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

39,355,648.4937.92%
 

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

11,264,969.2210.85%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

11,026,005.5810.62%
 

LPL Financial

4707 Executive Drive

San Diego, CA 92121-3091

6,043,645.695.82%

BNYMGRRF – Class Y

46,147,813.70

SEI Private Trust

Mutual Fund Administrator

One Freedom Valley Drive

Oaks, PA 19456-9989

33,335,543.4672.24%
 

MAC & Co

Attention: Mutual Fund Ops

P.O. Box 3198

Pittsburgh, PA 15230-3198

5,727,016.0212.41%
BNY Mellon Opportunistic Midcap Value Fund (BNYMOMVF)   

S-8

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

BNYMOMVF – Class A

9,666,764.76

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

1,388,739.1914.37%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

688,392.617.12%

BNYMOMVF – Class C

230,032.32

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

66,391.7928.86%
 

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

60,256.9526.19%
 

Stifel Nicolaus & Co Inc.

Exclusive Benefit of Customers

501 N Broadway

Saint Louis, MO 63102-2188

25,306.8911.00%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

21,708.759.44%
 

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

21,242.969.23%

BNYMOMVF – Class I

3,619,391.27

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

1,091,699.7630.16%
 

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

593,585.2816.40%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

322,335.358.91%
 

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

215,806.135.96%
 

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

214,713.805.93%

BNYMOMVF – Class Y

78,376.20

Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers

Attention: Fund Administration

4800 Deer Lake Drive East- 3rd Floor

Jacksonville, FL 32246-6484

32,349.1641.27%
 

Empower Financial Services Inc.

8515 E Orchard Road

Greenwood Village, CO 80111

20,681.1926.39%

S-9

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

National Financial Services LLC

499 Washington Boulevard

Jersey City, NJ 07310-1995

14,260.0718.19%
BNY Mellon Opportunistic Small Cap Fund (BNYMOSCF)   

BNYMOSCF – Investor Shares

7,860,903.05

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

998,073.4012.70%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

793,355.6210.09%

BNYMOSCF – Class I

739,631.68

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

217,412.9929.39%
 

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

134,666.3218.21%
 

UBS WM USA

Special Custody Account

Exclusive Benefit of Customers

1000 Harbor Boulevard

Weehawken, NJ 07086-6761

128,402.8917.36%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

124,540.7116.84%
 

LPL Financial

4707 Executive Drive

San Diego, CA 92121-3091

42,704.435.77%

BNYMOSCF – Class Y

2,990,511.95

SEI Private Trust

Mutual Fund Administrator

One Freedom Valley Drive

Oaks, PA 19456-9989

2,556,804.2485.50%
 

Empower Trust FBO

Empower Benefit Plans

8515 E Orchard Road

Greenwood Village, CO 80111

419,302.8514.02%
BNY Mellon Technology Growth Fund (BNYMTGF)   

BNYMTGF – Class A

6,350,835.39

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

702,638.9811.06%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

503,506.597.93%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

445,319.367.01%

S-10

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers

Attention: Fund Administration

4800 Deer Lake Drive East- 3rd Floor

Jacksonville, FL 32246-6484

375,126.225.91%
 

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

375,047.585.91%

BNYMTGF – Class C

121,470.38

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

34,662.2828.54%
 

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

31,260.7425.74%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

15,575.2612.82%
 

JP Morgan Securities LLC

For the Exclusive Benefit of Our Customers

4 Chase Metrotech Center

Brooklyn, NY 11245-0003

12,284.8010.11%
 

Charles Schwab & Co. Inc.

Special Custody Acct

FBO Customers

Attention: Mutual Funds

211 Main St

San Francisco, CA 94105-1905

10,845.938.93%

BNYMTGF – Class I

354,860.17

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

80,062.9022.56%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

37,317.2510.52%
 

LPL Financial

4707 Executive Drive

San Diego, CA 92121-3091

27,586.277.77%
 

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

22,989.246.48%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

21,854.126.16%
 

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

21,268.695.99%

S-11

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

Mid Atlantic Clearing & Settle

1251 Waterfront Place

Suite 510

Pittsburgh, PA 15222

20,844.585.87%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

19,614.095.53%
 

Raymond James

Omnibus For Mutual Funds

880 Carillon Parkway

Saint Petersburg, FL 33716-1102

19,140.575.39%

BNYMTGF – Class Y

216.64

BNY Mellon Corporation

MBC Investments Corporation

301 Bellevue Parkway

Wilmington, DE 19809-3705

216.64100.00%
BNY Mellon Appreciation Fund, Inc.   

Fund – Investor Shares

41,141,364.47

National Financial Services LLC

499 Washington Boulevard

Jersey City, NJ 07310

6,801,202.7816.53%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

3,637,022.158.84%

Fund – Class I

8,384,520.73

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

1,422,979.9516.97%
 

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

1,179,874.7314.07%
 

Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers

Attention Fund Administration

4800 Deer Lake Drive East- 3rd Floor

Jacksonville, FL 32246-6484

1,066,942.4612.73%
 

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

941,960.9811.23%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

828,030.019.88%
 

Raymond James

Omnibus For Mutual Funds

880 Carillon Parkway

Saint Petersburg, FL 33716-1102

727,638.888.68%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

594,150.557.09%

S-12

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

UBS WM USA

Special Custody Account

Exclusive Benefit of Customers

1000 Harbor Boulevard

Weehawken, NJ 07086-6761

580,440.966.92%

Fund – Class Y

4,735,533.45

Edward D Jones & Co

For The Benefit of Customers

12555 Manchester Road

Saint Louis, MO 63131-3710

2,444,619.3151.62%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

792,939.2316.74%
 

National Financial Services LLC

499 Washington Boulevard

Jersey City, NJ 07310-1995

655,224.7913.84%
 

Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers
Attention: Fund Administration

4800 Deer Lake Drive East 3rd Floor

Jacksonville, FL 32246-6484

419,343.378.86%
 

Matrix Trust Company Cust. FBO

Various Clients

717 17th Street Suite 1300

Denver, CO 80202-3304

250,429.655.29%
BNY Mellon Index Funds, Inc.   
BNY Mellon International Stock Index Fund (BNYMISIF)   

BNYMISIF – Investor Shares

12,139,527.84

VALIC Retirement Services Co.

2929 Allen Parkway A6-20

Houston, TX 77019-7117

4,197,209.6534.57%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

2,932,043.8424.15%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

1,053,397.608.68%

BNYMISIF – Class I

6,133,010.25

SEI Private Trust

Mutual Fund Administrator

One Freedom Valley Drive

Oaks, PA 19456-9989

4,588,391.8774.81%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

508,912.238.30%
 

VALIC Retirement Services Co.

2929 Allen Parkway A6-20

Houston, TX 77019-7117

343,635.045.60%
BNY Mellon S&P 500 Index Fund (BNYMS&P)   

S-13

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

BNYMS&P

41,099,777.25

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

6,259,298.9815.23%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

4,488,645.5310.92%
 

UMB Bank N/A

FBO Fiduciary For Various

Retirement Programs

1 SW Security Benefit Place

Topeka, KS 66636-1000

2,981,080.717.25%
 

VALIC Retirement Services Co.

2929 Allen Parkway A6-20

Houston, TX 77019-7117

2,722,144.036.62%
 

Fidelity Investments Institutional

Operations Co as Agent for

Various Plans

100 Magellan Way

Covington, KY 41015-1999

2,693,993.256.55%
 

Nationwide Life Insurance Company

C/O IPO Portfolio Accounting

P.O. Box 182029

Columbus, OH 43218-2029

2,392,017.255.82%
BNY Mellon Smallcap Stock Index Fund (BNYMSSIF)   

BNYMSSIF – Investor Shares

39,058,371.86

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

12,573,654.9932.19%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

9,467,723.1924.24%
 

VALIC Retirement Services Co.

2929 Allen Parkway A6-20

Houston, TX 77019-7117

2,687,792.336.88%

BNYMSSIF – Class I

9,957,549.10

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

2,281,342.5822.91%
 

SEI Private Trust

Mutual Fund Administrator

One Freedom Valley Drive

Oaks, PA 19456-9989

2,051,305.0620.60%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

1,511,386.9615.18%
 

LPL Financial

4707 Executive Drive

San Diego, CA 92121-3091

1,036,207.7310.41%

S-14

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

UBS WM USA

Special Custody Account

Exclusive Benefit of Customers

1000 Harbor Boulevard

Weehawken, NJ 07086-6761

618,986.216.22%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

598,095.176.01%

BNY Mellon Investment

Funds V, Inc.

   
BNY Mellon Diversified International Fund (BNYMDIF)   

BNYMDIF – Class A

608,873.76

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

294,559.1648.38%
 

Charles Schwab Trust Bank Co Cust
Client 401(K) Profit Sharing Plan

2423 East Lincoln Drive

Phoenix, AZ 85016-1215

68,641.4311.27%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

49,987.048.21%
 

Charles Schwab Trust Bank Cust

FBO Various Clients

2423 East Lincoln Drive

Phoenix, AZ 85016-1215

44,179.447.26%
 

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

41,934.196.89%

BNYMDIF – Class C

3,367.39

UBS WM USA

Special Custody Account

Exclusive Benefit of Customers

1000 Harbor Boulevard

Weehawken, NJ 07086-6761

1,957.2558.12%
 

BNY Mellon Corporation

MBC Investments Corporation

301 Bellevue Parkway

Wilmington, DE 19809-3705

772.8022.95%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

562.0616.69%

BNYMDIF – Class I

1,635,037.21

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

492,894.0030.15%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

302,993.6618.53%

S-15

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

250,649.9115.33%
 

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

104,641.866.40%
 

Smithfield Trust Company

20 Stanwix Street

Suite 650

Pittsburgh, PA 15222

97,741.975.98%

BNYMDIF – Class Y

18,151,464.32

SEI Private Trust

Mutual Fund Administrator

One Freedom Valley Drive

Oaks, PA 19456-9989

18,151,345.3799.99%
BNY Mellon Developed Markets Real Estate Securities Fund (BNYMDMRESF)   

BNYMDMRESF – Class A

1,262,922.96

Nationwide Trust Company FSB

C/O IPO Portfolio Accounting

P.O. Box 182029

Columbus, OH 43218-2029

725,569.5457.45%
 

Charles Schwab Trust Bank Cust

FBO Various Clients

2423 East Lincoln Drive

Phoenix, AZ 85016-1215

69,706.955.52%

BNYMDMRESF – Class C

55,090.36

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

22,602.2141.03%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

12,748.4923.14%
 

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

6,089.4511.05%
 

Raymond James

Omnibus For Mutual Funds

880 Carillon Parkway

Saint Petersburg, FL 33716-1102

5,455.069.90%
 

UBS WM USA

Special Custody Account

Exclusive Benefit of Customers

1000 Harbor Boulevard

Weehawken, NJ 07086-6761

3,600.246.54%
 

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

2,827.735.13%

S-16

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

BNYMDMRESF – Class I

4,935,659.18

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

2,524,560.8351.15%
 

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

1,016,508.4320.60%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

490,732.309.94%

BNYMDMRESF – Class Y

34,191,392.18

SEI Private Trust

Mutual Fund Administrator

One Freedom Valley Drive

Oaks, PA 19456-9989

32,906,119.5796.24%
BNY Mellon Large Cap Equity Fund (BNYMLCEF)   

BNYMLCEF – Class A

941,197.86

Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers

Attention: Fund Administration

4800 Deer Lake Drive East- 3rd Floor

Jacksonville, FL 32246-6484

73,457.167.80%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

71,853.347.63%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

63,763.796.77%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

62,622.416.65%

BNYMLCEF – Class C

21,882.63

The Bank Of New York Mellon Cust

Rollover IRA FBO

Joyce Lipsky Santana

Washington Township, NJ

7,248.8233.13%
 

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

4,665.0721.32%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

3,211.1614.67%
 

LPL Financial

4707 Executive Drive

San Diego, CA 92121-3091

1,773.368.10%
 

The Bank Of New York Mellon Cust

Rollover IRA FBO

Robert J. Sacca

Accord, NY

1,504.396.87%

BNYMLCEF – Class I

3,692,461.45

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

484,846.2113.13%

S-17

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

428,367.1211.60%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

380,116.1010.29%

BNYMLCEF – Class Y

18,906,599.19

SEI Private Trust

Mutual Fund Administrator

One Freedom Valley Drive

Oaks, PA 19456-9989

18,904,309.5299.99%
BNY Mellon Investment Funds VI   
BNY Mellon Balanced Opportunity Fund (BNYMBOF)   

BNYMBOF – Class A

9,890,194.79

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

1,699,633.4317.19%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

778,779.607.87%

BNYMBOF – Class C

396,198.10

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

144,708.8336.52%
 

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

111,255.8128.08%
 

Raymond James

Omnibus For Mutual Funds

880 Carillon Parkway

Saint Petersburg, FL 33716-1102

60,533.7415.28%
 

UBS WM USA

Special Custody Account

Exclusive Benefit of Customers

1000 Harbor Boulevard

Weehawken, NJ 07086-6761

22,250.775.62%

BNYMBOF – Class I

520,154.84

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

135,575.0426.06%
 

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

93,914.3018.06%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

45,057.228.66%
 

Southwest Gas Corp Foundation

8360 South Durango Drive

Las Vegas, NV 89113-4444

39,397.987.57%

S-18

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

Merrill Lynch, Pierce, Fenner & Smith Incorporated
For The Sole Benefit of its Customers

Attention: Fund Administration

4800 Deer Lake Drive East- 3rd Floor

Jacksonville, FL 32246-6484

31,776.37

 

 

 

6.11%

BNYMBOF – Class J

522,303.76

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

68,878.8813.19%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

32,897.276.30%
 

The Bank Of New York Mellon Cust Rollover IRA FBO

Kim Grimmer

Madison, WI

28,921.665.54%
 

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

26,749.425.12%

BNYMBOF – Class Y

484.75

BNY Mellon Corporation

MBC Investments Corporation

301 Bellevue Parkway

Wilmington, DE 19809-3705

484.75100.00%

BNYMBOF – Class Z

1,355,100.97

Nationwide Life Insurance Company

C/O IPO Portfolio Accounting

P.O. Box 182029

Columbus, OH 43218-2029

175,931.5112.98%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

129,861.119.58%
BNY Mellon Midcap Index Fund, Inc.   

Fund – Investor Shares

45,031,721.97

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

10,405,034.5423.11%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

7,646,115.2216.98%
 

VALIC Retirement Services Co.

2929 Allen Parkway A6-20

Houston, TX 77019-7117

5,793,740.1712.87%

Fund – Class I

10,892,957.72

SEI Private Trust

Mutual Fund Administrator

One Freedom Valley Drive

Oaks, PA 19456-9989

5,561,819.2051.06%

S-19

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

LPL Financial

4707 Executive Drive

San Diego, CA 92121-3091

2,330,528.7121.39%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

1,017,373.499.34%
 

UBS WM USA

Special Custody Account

Exclusive Benefit of Customers

1000 Harbor Boulevard

Weehawken, NJ 07086-6761

886,283.148.14%
BNY Mellon New Jersey Municipal Bond Fund, Inc.   

Fund – Class A

21,415,607.86

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

1,265,412.335.91%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

1,078,898.155.04%

Fund – Class C

57,995.68

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

20,957.7236.14%
 

UBS WM USA

Special Custody Account

Exclusive Benefit of Customers

1000 Harbor Boulevard

Weehawken, NJ 07086-6761

19,082.2732.90%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

5,823.8010.04%
 

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

5,236.379.03%
 

LPL Financial

4707 Executive Drive

San Diego, CA 92121-3091

4,250.707.33%

Fund – Class I

1,694,254.01

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

500,194.2629.52%
 

UBS WM USA

Special Custody Account

Exclusive Benefit of Customers

1000 Harbor Boulevard

Weehawken, NJ 07086-6761

237,044.5113.99%
 

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

189,404.3311.18%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

167,771.509.90%

S-20

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

165,193.519.75%
 

LPL Financial

4707 Executive Drive

San Diego, CA 92121-3091

139,701.248.25%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

110,507.726.52%

Fund – Class Y

78.31

BNY Mellon Corporation

MBC Investments Corporation

301 Bellevue Parkway

Wilmington, DE 19809-3705

78.31100.00%

Fund – Class Z

6,124,145.48

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

354,992.485.80%
BNY Mellon New York AMT-Free Municipal Bond Fund   

Fund – Class A

14,636,417.65

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

2,454,074.3716.77%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

771,920.795.27%

Fund – Class C

226,714.96

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

90,936.6940.11%
 

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

47,003.3420.73%
 

JP Morgan Securities LLC

For the Exclusive Benefit of Our Customers

4 Chase Metrotech Center

Brooklyn, NY 11245-0003

33,518.9014.78%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

17,017.847.51%
 

Stifel Nicolaus & Co Inc.

Exclusive Benefit of Customers

501 N Broadway

Saint Louis, MO 63102-2188

14,800.896.53%
 

Raymond James

Omnibus for Mutual Funds

880 Carillon Parkway

Saint Petersburg, FL 33716-1102

12,266.665.41%

Fund – Class I

2,514,935.72

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

791,257.8231.46%

S-21

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

UBS WM USA

Special Custody Account

Exclusive Benefit of Customers

1000 Harbor Boulevard

Weehawken, NJ 07086-6761

388,358.1215.44%
 

LPL Financial

4707 Executive Drive

San Diego, CA 92121-3091

331,535.2113.18%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

243,307.589.67%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

240,279.159.55%

Fund – Class Y

68.49

BNY Mellon Corporation

MBC Investments Corporation

301 Bellevue Parkway

Wilmington, DE 19809-3705

68.49100.00%
BNY Mellon Opportunistic Municipal Securities Fund   

Fund – Class A

12,755,918.21

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

2,189,402.8617.16%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

1,588,739.5112.45%
 

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

1,044,974.768.19%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

698,504.045.48%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

670,438.085.26%

Fund – Class C

333,907.35

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

115,772.6134.67%
 

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

87,747.6326.28%
 

UBS WM USA

Special Custody Account

Exclusive Benefit of Customers

1000 Harbor Boulevard

Weehawken, NJ 07086-6761

37,860.2311.34%

S-22

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

36,592.0910.96%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

21,408.366.41%
 

LPL Financial

4707 Executive Drive

San Diego, CA 92121-3091

17,026.805.10%

Fund – Class I

15,145,356.52

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

8,114,587.2753.58%
 

UBS WM USA

Special Custody Account

Exclusive Benefit of Customers

1000 Harbor Boulevard

Weehawken, NJ 07086-6761

1,881,222.3712.42%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

1,322,152.168.73%
 

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

1,193,531.467.88%
 

LPL Financial

4707 Executive Drive

San Diego, CA 92121-3091

964,441.486.37%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

876,398.135.79%

Fund – Class Y

3,146.83

BNY Mellon Corporation

MBC Investments Corporation

301 Bellevue Parkway

Wilmington, DE 19809-3705

3,146.83100.00%

Fund – Class Z

10,934,535.25

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

829,583.817.59%
BNY Mellon Research Growth Fund, Inc.   

Fund – Class A

40,466,969.67

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

4,180,463.7710.33%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

3,358,247.498.30%
 

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

3,338,573.498.25%

S-23

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

2,572,623.466.36%

Fund – Class C

377,399.62

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

54,387.3114.41%
 

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

51,931.9013.76%
 

Reliance Trust Co FBO

National Advisors RR

P.O. Box 78446

Atlanta, GA 30357

48,201.1712.77%
 

Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers

Attention Fund Administration

4800 Deer Lake Drive East- 3rd Floor

Jacksonville, FL 32246-6484

45,572.0512.08%
 

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

42,490.9911.26%
 

UBS WM USA

Special Custody Account

Exclusive Benefit of Customers

1000 Harbor Boulevard

Weehawken, NJ 07086-6761

20,504.475.43%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

19,118.105.07%

Fund – Class I

10,996,429.05

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

2,126,497.6419.34%
 

Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers

Attention Fund Administration

4800 Deer Lake Drive East- 3rd Floor

Jacksonville, FL 32246-6484

1,551,840.7414.11%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

1,454,809.9713.23%
 

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

1,402,476.0712.75%
 

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

737,787.416.71%

S-24

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

737,760.466.71%
 

UBS WM USA

Special Custody Account

Exclusive Benefit of Customers

1000 Harbor Boulevard

Weehawken, NJ 07086-6761

595,244.915.41%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

563,897.375.13%

Fund – Class Y

5,858,408.49

SEI Private Trust

Mutual Fund Administrator

One Freedom Valley Drive

Oaks, PA 19456-9989

2,801,764.7147.82%
 

MAC & Co

C/O The Bank of New York Mellon

500 Grant Street

Pittsburgh, PA 15258

1,595,195.0027.23%
 

Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers

Attention Fund Administration

4800 Deer Lake Drive East- 3rd Floor

Jacksonville, FL 32246-6484

1,167,508.7819.93%

Fund – Class Z

35,161,751.48

NONE  
BNY Mellon Stock Index Fund, Inc.   

Fund – Initial Shares

42,353,133.70

Nationwide Life Insurance Company

C/O IPO Portfolio Accounting

P.O. Box 182029

Columbus, OH 43218-2029

27,488,027.0564.90%
 

American Fidelity SECS Inc.

9000 Cameron Parkway

Oklahoma City. OK 73114

4,145,369.219.79%
 

Delaware Life Insurance Company

Attention: Revenue Sharing

1601 Trapelo Road

Suite 30

Waltham, MA 02451

2,342,638.975.53%

Fund – Service Shares

870,799.87

Annuity Investors Life Insurance Co.

Attention: Variable Annuity Department

P.O. Box 5423

Cincinnati, OH 45201-5423

431,319.9449.53%
 

Symetra Life Insurance Co.

Attention: RS Accounting

P.O. Box 305156

Nashville, TN 37230-5156

277,339.2631.85%
 

Transamerica Life Insurance Co.

4333 Edgewood Road NE

Cedar Rapids, IA 52499-0001

114,646.5313.17%
BNY Mellon Variable Investment Fund   

S-25

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

Appreciation Portfolio (AP)   

AP – Initial Shares

4,748,046.50

Transamerica Life Insurance Co.

4333 Edgewood Road NE

Cedar Rapids, IA 52499-0001

1,484,132.5031.26%
 

Transamerica Financial Life

4333 Edgewood Road NE

Cedar Rapids, IA 52499-0001

507,296.9610.68%
 

Annuity Investors Life Insurance Co.

Attention: Variable Annuity Department

P.O. Box 5423

Cincinnati, OH 45201-5423

392,312.408.26%
 

Great West Life & Annuity

8515 East Orchid Road Mail Stop 2T2

Englewood, CO 80111

329,770.806.95%
 

Farm Bureau Life Insurance Co.

5400 University Avenue

West Des Moines, IA 50266-5950

289,343.356.09%
 

Kansas City Life Insurance Co.

P.O. Box 219139

Kansas City, MO 64121-9139

285,511.826.01%

AP – Service Shares

1,241,071.77

Ohio National Life Insurance Co.

P.O. Box 237

One Financial Way (45242)

Cincinnati, OH 45201-0237

645,551.1052.02%
 

Pacific Life Insurance Company

700 Newport Center Drive

Newport Beach, CA 92660

196,614.9915.84%
 

Security Distributors, Inc.

FBO SBL Advisor Designs -NAVISYS

Unbundled Variable

1 SW Security Benefit Place

Topeka, KS 66636-1000

177,046.7614.27%
 

Principal SEC Inc. (Retirement) Life Insurance Attn: Broker Dealer Services

P.O. Box 14597

Des Moines, IA 50306-3597

108,158.008.71%
Government Money Market Portfolio (GMMP)   

GMMP

287,964,348.39

Lombard International Life

Assurance Company

One Liberty Place

1650 Market Street – 8th Floor

Philadelphia, PA 19103-7323

222,822,574.1677.38%
 

Transamerica Life Insurance Co.

4333 Edgewood Road NE

Cedar Rapids, IA 52499-0001

31,010,695.3110.77%
Growth and Income Portfolio (GIP)   

GIP – Initial Shares

3,004,845.46

Transamerica Life Insurance Co.

4333 Edgewood Road NE

Cedar Rapids, IA 52499-0001

1,164,201.6038.74%

S-26

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

Nationwide Life Insurance Company

C/O IPO Portfolio Accounting

P.O. Box 182029

Columbus, OH 43218-2029

576,369.4919.18%
 

Transamerica Financial Life

4333 Edgewood Road NE

Cedar Rapids, IA 52499-0001

382,953.6812.74%
 

Modern Woodmen

Product Valuation

5801 SW 6th Avenue

Topeka, KS 66636-1001

221,969.817.39%
 

Protective Life Insurance Co

2801 Highway 280 South

Birmingham, AL 35223

213,478.697.10%
 

Annuity Investors Life Insurance Co.

Attention: Variable Annuity Department

P.O. Box 5423

Cincinnati, OH 45201-5423

162,058.075.39%

GIP – Service Shares

134,957.08

Transamerica Life Insurance Co.

Separate Account VA-2L

4333 Edgewood Road NE MS 4410

Cedar Rapids, IA 52499-0001

119,526.0188.57%
 

Transamerica Life Insurance Co.

Separate Account VA-2LNY

4333 Edgewood Road NE MS 4410

Cedar Rapids, IA 52499-0001

15,431.0711.43%
Opportunistic Small Cap Portfolio (OSCP)   

OSCP – Initial Shares

6,527,173.34

American Fidelity SECS Inc.

9000 Cameron Parkway

Oklahoma City, OK 73114

2,835,450.9343.44%
 

Nationwide Life Insurance Company

C/O IPO Portfolio Accounting

P.O. Box 182029

Columbus, OH 43218-2029

750,693.1411.50%
 

American General Life Insurance Co.

2727A Allen Parkway

Houston, TX 77019-2116

619,939.879.50%
 

Modern Woodmen

Product Valuation

5801 Southwest 6th Avenue

Topeka, KS 66636-1001

557,370.828.54%
 

Transamerica Life Insurance Co.

4333 Edgewood Road NE

Cedar Rapids, IA 52499-0001

493,624.227.56%

OSCP – Service Shares

477,311.26

Farmers New World Life Insurance Co.

Separate Accounts

3120 139th Avenue SE

Suite 300

Bellevue, WA 98007

288,068.1760.35%

S-27

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

Principal SEC Inc. (Retirement)

Attention: Broker Dealer Services

P.O. Box 14597

Des Moines, IA 50306-3597

128,478.4826.92%
 

Transamerica Life Insurance Co.

Separate Account VA-2L

4333 Edgewood Road NE MS 4410

Cedar Rapids, IA 52499-0001

39,922.978.36%
BNY Mellon Worldwide Growth Fund, Inc.   

Fund – Class A

9,480,502.82

Merrill Lynch, Pierce, Fenner & Smith, Incorporated
For the Sole Benefit of its Customers

Attention: Fund Administration

4800 Deer Lake Drive East 3rd Floor

Jacksonville, FL 32246-6484

1,150,178.8812.13%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

883,860.149.32%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

616,190.996.50%
 

LPL Financial Corporation

4707 Executive Drive

San Diego, CA 92121-3091

601,335.746.34%
 

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

585,532.396.18%
 

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

580,710.126.13%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

489,008.435.16%

Fund – Class C

406,760.94

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

198,385.8548.77%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

37,351.839.18%
 

Stifel Nicolaus & Co Inc.

Exclusive Benefit of Customers

501 N Broadway

Saint Louis, MO 63102-2188

32,629.658.02%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

25,940.776.38%

S-28

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

American Enterprise Investment Services
707 Second Avenue South

Minneapolis, MN 55402-2405

20,764.465.10%
 

Raymond James

Omnibus For Mutual Funds

880 Carillon Parkway

Saint Petersburg, FL 33716-1102

20,686.375.09%

Fund – Class I

5,881,191.68

State Street Bank & Trust As Trustee

FBO Westinghouse Electric Company

Savings Plan

801 Pennsylvania Avenue

Kansas City, MO 64105-1307

883,008.7415.01%
 

Morgan Stanley Smith Barney LLC

For the Exclusive Benefit of its Customers

1 New York Plaza 12th Floor

New York, NY 10004-1901

726,408.8112.35%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

670,417.6911.40%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

586,346.839.97%
 

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

553,986.979.42%
 

LPL Financial

4707 Executive Drive

San Diego, CA 92121-3091

442,891.40

 

7.53%
 

Merrill Lynch, Pierce, Fenner & Smith, Incorporated
For the Sole Benefit of its Customers

Attention: Fund Administration

4800 Deer Lake Drive East 3rd Floor

Jacksonville, FL 32246-6484

373,510.286.35%

Fund – Class Y

853,361.78

Edward D. Jones & Co.

For The Benefit of Customers

12555 Manchester Road

Saint Louis, MO 63131-3710

497,145.5058.26%
 

Merrill Lynch, Pierce, Fenner & Smith, Incorporated
For the Sole Benefit of its Customers

Attention: Fund Administration

4800 Deer Lake Drive East - 3rd Floor

Jacksonville, FL 32246-6484

80,117.159.39%
 

Centennial Bank Trust

P.O. Box 7514

Jonesboro, AR 72403

72,869.778.54%
 

Fidelity Investments Institutional

Operations Co as Agent for

Various Plans

100 Magellan Way

Covington, KY 41015-1999

61,695.937.23%

S-29

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

 

Empower Financial Services Inc.

8515 E Orchard Road

Greenwood Village, CO 80111

45,090.445.28%
General Money Market Fund, Inc.   
Dreyfus Money Market Fund (DMMF)   

DMMF – Premier Shares

260,164,929.03

Manufacturers & Traders Trust Co

1 M&T Plaza

Buffalo, NY 14203-2399

143,496,679.2755.16%
 

Pershing LLC

Attn Cash Management Department

1 Pershing Plaza

Jersey City, NJ 07399-0001

77,213,577.4129.68%

DMMF – Service Shares

1,314,688,629.19

Pershing LLC

Attention: Cash Management Department

1 Pershing Plaza

Jersey City, NJ 07399-0002

1,268,056,524.5296.45%

DMMF – Wealth Shares

690,390,732.66

Pershing LLC

Attention: Cash Management Department

1 Pershing Plaza

Jersey City, NJ 07399-0001

194,968,664.8328.24%
General Municipal Money Market Funds, Inc.   
Dreyfus National Municipal Money Market Fund (DNMMMF)   

DNMMMF

– Premier Shares

50,167,974.17

Wells Fargo Clearing Services

2801 Market Street

Saint Louis, MO 63103-2523

35,302,218.9270.37%
 

Pershing LLC

Attention: Cash Management Department

1 Pershing Plaza

Jersey City, NJ 07399-0001

4,099,789.238.17%
 

Gary Schwartz &

Lynn Schwartz

Hanover, NH

2,927,673.595.84%
 

Don H Rimsky

Ardsley On Hudson, NY

2,884,306.295.75%
 

Maril & Co FBO 8M

C/O Reliance Trust Co WI

4900 W Brown Deer Road

Milwaukee, WI 53223-2422

2,737,417.665.46%

DNMMMF

– Service Shares

159,296,693.74

Janney Montgomery Scott LLC

1717 Arch Street

Philadelphia, PA 19103-2713

103,082,541.0564.71%
 

Pershing LLC

Attention: Cash Management Department

1 Pershing Plaza

Jersey City, NJ 07399-0001

52,497,674.3332.96%

S-30

Name of Fund/Series/Class and Number of Shares Outstanding

Name and Address of
Beneficial Owner

Number of Shares Owned

Percent of Shares Held

DNMMMF

– Wealth Shares

477,646,775.77

Pershing LLC

Attention: Cash Management Department

1 Pershing Plaza

Jersey City, NJ 07399-0001

388,527,848.9281.34%
General New York Municipal Money Market Fund   
Dreyfus New York Municipal Money Market Fund (DNYMMMF)   

DNYMMMF

– Premier Shares

22,243,963.02

UBS WM USA

Special Custody Account

Exclusive Benefit of Customers

1000 Harbor Boulevard

Weehawken, NJ 07086-6761

12,743,327.9957.29%
 

Mitchell S. Bernard &

Adrienne W Bernard

New York, NY

5,108,257.3322.96%
 

John T Griffin &

Gail Griffin

New City, NY

2,108,797.239.48%
 

Pershing LLC

Attention: Cash Management Department

1 Pershing Plaza

Jersey City, NJ 07399-0001

2,071,099.979.31%

DNYMMMF

– Service Shares

9,234,649.09

BNY Mellon N.A.

FBO Bank Custody Solution

1 Pershing Plaza

Jersey City, NJ 07399-0001

5,112,548.2755.36%
 

Pershing LLC

Attention: Cash Management Department

1 Pershing Plaza

Jersey City, NJ 07399-0001

4,062,514.2743.99%

DNYMMMF

– Wealth Shares

92,077,115.58

Pershing LLC

Attention: Cash Management Department

1 Pershing Plaza

Jersey City, NJ 07399-0001

31,176,173.0033.86%
 

Larry A Wohl

New York, NY

15,922,793.2217.29%

S-31

SCHEDULE 3



Name of Fund/Series



Date of Audit Committee and Board Meeting to Approve/Ratify EY

BNY Mellon Advantage Funds, Inc.
BNYMDVF07/25/23
BNYMOMVF07/25/23
BNYMOSCF07/25/23
BNYMTGF07/25/23
BNYMDTRF11/15/2022
BNYMGDBIF11/15/2022
BNYMGRRF11/15/2022
BNY Mellon Index Funds, Inc.
BNYMISIF11/15/2022
BNYMS&P11/15/2022
BNYMSSIF11/15/2022
BNY Mellon Investment Funds V, Inc.
BNYMDIF11/15/2022
BNYMDMRESF11/15/2022
BNYMLCEF11/15/2022
BNY Mellon Investment Funds VI
BNYMBOF11/15/2022
BNY Mellon Midcap Index Fund, Inc.11/15/2022
BNY Mellon New Jersey Municipal Bond Fund, Inc.11/15/2022
BNY Mellon Research Growth Fund, Inc.03/14/2023
BNY Mellon Stock Index Fund, Inc.11/15/2022
BNY Mellon Variable Investment Fund
AP11/15/2022
GMMP11/15/2022
GIP11/15/2022
OSCP11/15/2022
BNY Mellon Appreciation Fund, Inc.11/16/2022
BNY Mellon New York AMT-Free Municipal Bond Fund11/16/2022
BNY Mellon Opportunistic Municipal Securities Fund03/16/2023
BNY Mellon Worldwide Growth Fund, Inc.11/16/2022
General Money Market Fund, Inc.
DMMF11/16/2022
General Municipal Money Market Funds, Inc.
DNMMMF11/16/2022
General New York Municipal Money Market Fund
DNYMMMF11/16/2022

S-32

SCHEDULE 4

The following is the estimated cost of preparing, printing, and mailing this combined proxy statement and the attached Notice of Special Meeting of Shareholders and the accompanying proxy card(s), as well as the costs associated with the proxy solicitation.

Cost
Name of Fund/Series
BNY Mellon Advantage Funds, Inc.
BNYMDVF$137,080
BNYMOMVF$20,835
BNYMOSCF$16,970
BNYMTGF$24,580
BNYMDTRF$13,810
BNYMGDBIF$6,400
BNYMGRRF$213,530
BNY Mellon Index Funds, Inc.
BNYMISIF$25,780
BNYMS&P$50,995
BNYMSSIF$77,980
BNY Mellon Investment Funds V, Inc.
BNYMDIF$9,490
BNYMDMRESF$28,470
BNYMLCEF$10,300
BNY Mellon Investment Funds VI
BNYMBOF$15,870
BNY Mellon Midcap Index Fund, Inc.$64,620
BNY Mellon New Jersey Municipal Bond Fund, Inc.$8,900
BNY Mellon Research Growth Fund, Inc.$54,680
BNY Mellon Stock Index Fund, Inc.$11,200
BNY Mellon Variable Investment Fund
AP$21,590
GMMP$50,950
GIP$15,585
OSCP$24,675
BNY Mellon Appreciation Fund, Inc.$86,880

S-33

Cost
Name of Fund/Series
BNY Mellon New York AMT-Free Municipal Bond Fund$7,900
BNY Mellon Opportunistic Municipal Securities Fund$15,870
BNY Mellon Worldwide Growth Fund, Inc.$62,255
General Money Market Fund, Inc.
DMMF$107,805
General Municipal Money Market Funds, Inc.
DNMMMF$12,270
General New York Municipal Money Market Fund
DNYMMMF$8,690

S-34

EXHIBIT A

PART I

Part I sets forth information regarding the Continuing Board Members, Board and committee meetings and share ownership.

Information About the Continuing Board Members' Experience, Qualifications, Attributes or Skills. The Continuing Board Members of each Fund, together with information as to their positions with the Fund, principal occupations and other board memberships for the past five years, are shown below. The address of the Continuing Board Members is 240 Greenwich Street, New York, New York 10286.

ROBERT

Name (Year of Birth) of Continuing Board Member

Position with Funds (Since)

Principal Occupation
During Past 5 Years

Other Public Company Board Memberships During Past 5 Years

Joseph S. ROBOL (46)DiMartino (1943)

Chairman of the Board

BNYMAD (1995)

BNYMAF (1995)

BNYMIF (1995)

BNYMIF V (1995)

BNYMIF VI (2003)

BNYMMIF (1995)

BNYMNJMBF (1995)

BNYMNYAFMBF (1995)

BNYMOMSF (1995)

BNYMRGF (1995)

BNYMSIF (1996)

BNYMVIF (2006)

BNYMWGF (1995)

GMMF (1995)

GMMMF (1995)

GNYMMMF (1995)

Director or Trustee of funds in the BNY Mellon Family of Funds and certain other entities (as listed herein)CBIZ, Inc., a public company providing professional business services, products and solutions, Director (1997 – May 2023)

Peggy C. Davis (1943)
Board Member

BNYMAD (2006)

BNYMAF (1990)

BNYMIF (2006)

BNYMIF V (2012)

BNYMIF VI (2006)

BNYMMIF (2006)

BNYMNJMBF (2012)

BNYMNYAFMBF (1990)

BNYMOMSF (1990)

BNYMRGF (2006)

BNYMSIF (2006)

BNYMVIF (2006)

BNYMWGF (1990)

GMMF (1990)

GMMMF (1990)

GNYMMMF (1990)

Shad Professor of Law, New York University School of Law (1983 – Present)N/A

A-1

Each Continuing Board Member has been a BNY Mellon Family of Funds board member for over 25 years. Additional information about the Continuing Board Members follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that the Continuing Board Members possess which the 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 BNY Mellon Family of Funds for over 25 years. From 1971 through 1994, Mr. DiMartino served in various roles as an employee of The Dreyfus Corporation, the predecessor company of the Investment Adviser (prior to its acquisition by a predecessor of The Bank of New York Mellon Corporation 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 The Dreyfus Corporation 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.

Nominees' and the Continuing Board Members' Ownership of Fund Shares. The table below indicates the dollar range of the Nominees' and the Continuing Board Members' ownership of shares of each Fund and shares of funds in the BNY Mellon Family of Funds in the aggregate, in each case as of December 31, 2022.

FundJoseph S. DiMartinoFrancine J. BovichPeggy C. DavisGina D. FranceJoan L. GulleyNathan
Leventhal
BNYMDTRFNoneNoneNoneNoneNoneNone
BNYMDVFNoneNoneNoneNone$50,001 – $100,000None
BNYMGDBIFNoneNoneNoneNoneNoneNone
BNYMGRRFNoneNoneNoneNoneNoneNone
BNYMOMVFNoneNoneNoneNone$10,001 – $50,000None
BNYMOSCFNoneNoneNoneNone$10,001 – $50,000None
BNYMSIFNoneNoneNoneNoneNoneNone
BNYMTGFNoneNoneNone$10,001 – $50,000None$10,001 – $50,000
BNYMISIFNoneNoneNoneNoneNoneNone
BNYMS&PNoneNoneNoneNoneNoneNone
BNYMSSIFNoneNoneNoneNoneNoneNone
BNYMDIFNoneNoneNoneNoneNoneNone
BNYMDMRESFNoneNoneNoneNone$10,001 –
$50,000		None
BNYMLCEFNoneNoneNoneNoneNoneNone
BNYMBOFNoneNoneNoneNoneNoneNone
BNYMMIFNoneNoneNoneNoneNoneNone
BNYMNJMBFNoneNoneNoneNoneNoneNone

A-2

FundJoseph S. DiMartinoFrancine J. BovichPeggy C. DavisGina D. FranceJoan L. GulleyNathan
Leventhal
BNYMRGFNoneNoneNone$10,001 – $50,000NoneNone
BNYMAFNoneNone$10,001 – $50,000$10,001 – $50,000None$10,001 - $50,000
BNYMOMSFNoneNoneNoneNoneNoneNone
BNYMNYAFMBFNoneNoneNoneNoneNoneOver $100,000
BNYMWGFNoneNoneNoneNoneNoneNone
DMMFNoneNoneNoneNoneNoneNone
DNMMMFNoneNoneNoneNoneNoneNone
DNYMMMFNoneNoneNoneNoneNoneNone
APNoneNoneNoneNoneNoneNone
OSCPNoneNoneNoneNoneNoneNone
GIPNoneNoneNoneNoneNoneNone
GMMPNoneNoneNoneNoneNoneNone
Aggregate holdings of funds in the BNY Mellon Family of FundsOver $100,000$50,001-$100,000$50,001 – $100,000Over $100,000Over $100,000Over $100,000

A-3

FundRobin A. MelvinMichael D. DiLecce
BNYMDTRFNoneNone
BNYMDVFNoneNone
BNYMGDBIFNoneNone
BNYMGRRF$1 – $10,000None
BNYMOMVFNoneNone
BNYMOSCFNoneNone
BNYMTGF$1 – $10,000None
BNYMISIFNoneNone
BNYMS&PNoneNone
BNYMSSIFNoneNone
BNYMDIFNoneNone
BNYMDMRESF$1 – $10,000None
BNYMLCEFNoneNone
BNYMBOFNoneNone
BNYMMIFNoneNone
BNYMNJMBFNoneNone
BNYMRGFNoneNone
BNYMAFNoneNone
BNYMOMSFNoneNone
BNYMNYAFMBFNoneNone
BNYMWGFNoneNone
DMMFNoneNone
DNMMMFNoneNone
DNYMMMFNoneNone
APNoneNone
OSCPNoneNone
GIPNoneNone
GMMPNoneNone
Aggregate holdings of funds in the BNY Mellon Family of Funds$1 –$10,000None

As of July 14, 2023, none of the Nominees or the Continuing Board Members or their immediate family members owned securities of the Investment Adviser or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Investment Adviser.

A-4

INFORMATION PERTAINING TO THE BOARD OF EACH FUND

·The Funds do not have a formal policy regarding Board Members' attendance at meetings of shareholders. The Board Members did not attend each Fund's most recent shareholder meeting (as applicable).
·The Continuing Board Members and the Nominees of each Fund (who were Board Members at the time) attended at least 75% of the meetings of the Boards and committees of which they were a member held in the last fiscal year.
·Each Board's audit, nominating, compensation and litigation committees met during the Funds' last fiscal years as indicated below:
FundAuditNominatingCompensationLitigation
BNYMAD  (8/31 fiscal year end)4110
BNYMAD  (10/31 fiscal year end)4110
BNYMIF4110
BNYMIF V (10/31 fiscal year end)4110
BNYMIF V (12/31 fiscal year end)4100
BNYMIF VI4100
BNYMMIF4110
BNYMNJMBF4100
BNYMRGF4100
BNYMSIF4100
BNYMVIF4100
BNYMAF4000
BNYMOMSF4110
BNYMNYAFMBF4000
BNYMWGF4010
GMMF4000
GMMMF4000
GNYMMMF4000

Compensation Table. The amount of compensation paid to each Continuing Board Member for each Fund's last fiscal year, and the aggregate amount of compensation paid to such Continuing Board Member by all funds in the BNY Mellon Family of Funds for which the Continuing Board Member was a board member during 2022, was as follows:

Name of Continuing Board Member and FundCompensation
from each Fund*		Aggregate Compensation from each Fund and Fund Complex Paid to Continuing Board Member (**)
Joseph S. DiMartino
BNYMAD
  (8/31 fiscal year end)$29,950
  (10/31 fiscal year end)$42,623
BNYMAF$48,742
BNYMIF$44,820
BNYMIF V
  (10/31 fiscal year end)$9,295
  (12/31 fiscal year end)$7,709

A-5

Name of Continuing Board Member and FundCompensation
from each Fund*		Aggregate Compensation from each Fund and Fund Complex Paid to Continuing Board Member (**)
BNYMIF VI$3,248
BNYMMIF$21,233
BNYMNJMBF$3,939
BNYMNYAFMBF$5,927
BNYMOMSF$10,788
BNYMRGF$16,744
BNYMSIF$30,268
BNYMVIF$9,442
BNYMWGF$19,955
GMMF$61,386
GMMMF$16,968
GNYMMMF$2,778
$1,194,875 (95)
Peggy C. Davis
BNYMAD
  (8/31 fiscal year end)$23,960
  (10/31 fiscal year end)$34,098
BNYMAF$38,994
BNYMIF$35,856
BNYMIF V
  (10/31 fiscal year end)$7,436
  (12/31 fiscal year end)$6,168
BNYMIF VI$2,598
BNYMMIF$16,986
BNYMNJMBF$3,151
BNYMNYAFMBF$4,742
BNYMOMSF$8,630
BNYMRGF$13,397
BNYMSIF$24,214
BNYMVIF$7,554
BNYMWGF$15,964
GMMF$49,109
GMMMF$13,575
GNYMMMF$2,222
$331,000 (34)

_______________________

* Amounts shown do not include expenses reimbursed to Continuing Board Members for attending Board meetings. Amounts shown also do not include the costs of office space and related parking, office supplies and secretarial services, which are paid by the Funds (allocated among the funds in the BNY Mellon Family of Funds based on net assets), which, in 2022, for the Funds ranged from $28 to $2,526 ($19,383 for all Funds).

** Represents the number of separate portfolios comprising the investment companies in the fund complex, including the Funds, for which the Continuing Board Member served as a board member in 2022.

A-6

PART II

Part II sets forth information regarding the officers of the Funds. Each officer of the Funds holds office for an indefinite term until his or her successor is elected and has qualified.

Name and Position
with Funds (Since)1
Age		Principal Occupation and
Business Experience For
Past Five Years
DAVID DIPETRILLO
President (2019)2		45Vice President and Director of the Investment Adviser since February 2021; Head of North America Distribution, BNY Mellon Investment Management since February 2023; Head of North America Product, BNY Mellon Investment Management from January 2018 to February 2023.  He is an officer of 53 investment companies (comprised of 103 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
JAMES WINDELS
Treasurer (2001)		64Director of the Investment Adviser since February 2023; Vice President of the Investment Adviser since September 2020; and Director – BNY Mellon Fund Administration.  He is an officer of 54 investment companies (comprised of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
PETER M. SULLIVAN
Chief Legal Officer, Vice President and
Assistant Secretary (2019)3		55Chief Legal Officer of the Investment Adviser and Associate General Counsel of The Bank of New York Mellon Corporation since July 2021; Senior Managing Counsel of The Bank of New York Mellon Corporation from December 2020 to July 2021; and Managing Counsel of The Bank of New York Mellon Corporation from March 2009 to December 2020.  He is an officer of 54 investment companies (comprised of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
JAMES BITETTO
Vice President and Secretary (2005)4		57Senior Managing Counsel of The Bank of New York Mellon Corporation since December 2019; Managing Counsel of The Bank of New York Mellon Corporation from April 2014 to December 2019; and Secretary of the Investment Adviser.  He is an officer of 54 investment companies (comprised of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.

A-7

Name and Position
with Funds (Since)1
Age		Principal Occupation and
Business Experience For
Past Five Years
DEIRDRE CUNNANE
Vice President and Assistant Secretary (2019)		33Managing Counsel of The Bank of New York Mellon Corporation since December 2021; Counsel of The Bank of New York Mellon Corporation from August 2018 to December 2021; and Senior Regulatory Specialist at BNY Mellon Investment Management Services from February 2016 to August 2018.  She is an officer of 54 investment companies (comprised of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
SARAH S. KELLEHER
Vice President and Assistant Secretary (2014)		47Vice President of BNY Mellon ETF Investment Adviser, LLC since February 2020; Senior Managing Counsel of The Bank of New York Mellon Corporation since September 2021; and Managing Counsel of The Bank of New York Mellon Corporation from December 2017 to September 2021.  She is an officer of 54 investment companies (comprised of 123 portfolio) managed by the Investment Adviser or an affiliate of the Investment Adviser.
JEFF S. PRUSNOFSKY
Vice President and Assistant Secretary (2005)		58Senior Managing Counsel of The Bank of New York Mellon Corporation.  He is an officer of 54 investment companies (comprised of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
AMANDA QUINN
Vice President and Assistant Secretary (2020)		38Counsel of The Bank of New York Mellon Corporation since June 2019; Regulatory Administration Manager at BNY Mellon Investment Management Services from September 2018 to May 2019; and Senior Regulatory Specialist at BNY Mellon Investment Management Services from April 2015 to August 2018.  She is an officer of 54 investment companies (comprised of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.

A-8

Name and Position
with Funds (Since)1
Age		Principal Occupation and
Business Experience For
Past Five Years
JOANNE SKERRETT
Vice President and Assistant Secretary
(2023)		51Managing Counsel of The Bank of New York Mellon Corporation since June 2022, and Senior Counsel with the Mutual Fund Directors Forum, a leading funds industry organization, from 2016 to June 2022.  She is an officer of 54 investment companies (comprised of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
NATALYA ZELENSKY
Vice President and Assistant Secretary (2017)		38Chief Compliance Officer since August 2021 and Vice President since February 2020 of BNY Mellon ETF Investment Adviser, LLC; Chief Compliance Officer since August 2021 and Vice President and Assistant Secretary since February 2020 of BNY Mellon ETF Trust; Managing Counsel of The Bank of New York Mellon Corporation from December 2019 to August 2021; Counsel of The Bank of New York Mellon Corporation from May 2016 to December 2019; and Assistant Secretary of the Investment Adviser from April 2018 to August 2021.  She is an officer of 54 investment companies (comprised of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
DANIEL GOLDSTEIN
Vice President (2022)		54

Head of Product Development of North America Distribution, BNY Mellon Investment Management since January 2018; Executive Vice President of North America Product, BNY Mellon Investment Management since April 2023; and Senior Vice President, Development & Oversight of North America Product, BNY Mellon Investment Management from 2010 to March 2023. He is an officer of 53 investment companies (comprised of 103 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.

A-9

Name and Position
with Funds (Since)1
Age		Principal Occupation and
Business Experience For
Past Five Years
JOSEPH MARTELLA
Vice President (2022)		46Vice President of the Investment Adviser since December 2022; Head of Product Management of North America Distribution, BNY Mellon Investment Management since January 2018; Executive Vice President of North America Product, BNY Mellon Investment Management since April 2023; and Senior Vice President of North America Product, BNY Mellon Investment Management from 2010 to March 2023.  He is an officer of 53 investment companies (comprised of 103 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
GAVIN C. REILLY
Assistant Treasurer (2005)		54Tax Manager – BNY Mellon Fund Administration.  He is an officer of 54 investment companies (comprised of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
ROBERT SALVIOLO
Assistant Treasurer (2007)		56Senior Accounting Manager – Fixed Income Funds of Dreyfus, andBNY Mellon Fund Administration.  He is an officer of 7754 investment companies (comprised of 194123 portfolios) managed by Dreyfus.the Investment Adviser or an affiliate of the Investment Adviser.
ROBERT SALVIOLO (43)
SVAGNA
Assistant Treasurer
(2002)		56Senior Accounting Manager – Equity Funds of Dreyfus, andBNY Mellon Fund Administration.  He is an officer of 7754 investment companies (comprised of 194123 portfolios) managed by Dreyfus.the Investment Adviser or an affiliate of the Investment Adviser.
JOSEPH W. CONNOLLY
Chief Compliance Officer (2004)
ROBERT SVAGNA (43)
        Assistant Treasurer
66		Senior Accounting Manager – EquityChief Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since 2004; and Chief Compliance Officer of Dreyfus, and an officerthe Investment Adviser from 2004 until June 2021.  He is the Chief Compliance Officer of 7753 investment companies (comprised of 194106 portfolios) managed by Dreyfus.the Investment Adviser.
NATALIA GRIBAS (41)
Caridad M. Carosella
Anti-Money Laundering Compliance Officer
(2016)		55Anti-Money Laundering Compliance Officer of the Distributor,BNY Mellon Family of Funds and the Anti-Money Laundering Compliance OfficerBNY Mellon Funds Trust.  She is an officer of 7347 investment companies (comprised of 190116 portfolios) managed by Dreyfus.the Investment Adviser or an affiliate of the Investment Adviser.

A-10

 
JOSEPH W. CONNOLLY (53)
Chief Compliance Officer
Chief Compliance Officer of Dreyfus and The Dreyfus Family of Funds (77 investment companies, comprised of 194 portfolios).

________________

1With respect to BNYMIF VI, Messrs. Windels and Svagna each has held his respective position since 2003.
2President since January 2021; previously, Vice President.
3Chief Legal Officer since July 2021.
4Vice President and Secretary since 2018; previously, Vice President and Assistant Secretary.

The address of each officer of the Funds is 200 Park Avenue,240 Greenwich Street, New York, New York 10166.

*  *  *  *
Part III

Part III sets forth information regarding the beneficial ownership of Fund shares by Nominees, current Board members and officers of the Fund.  As of February 28, 2011, 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:
10286.

A-11

Name of Board Member,
Nominee or Officer
Fund
Amount of
Beneficial Ownership
James BitettoDGCF606.276
Joseph S. DiMartinoDEAF3,054.101
DGCF784.204
Janette FarragherDGCF969.557
David P. FeldmanDNJMBF400.000
Lynn MartinDGCF8,940.284
Philip L. ToiaDDIF2,123.439

*    *    *
EXHIBIT B
AUDIT COMMITTEE CHARTER


I.      Audit Committee Membership and Qualifications
The Audit 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.
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

EXHIBIT B

The BNY MELLON Family of Funds

Nominating Committee Charter and Responsibilities of the Audit CommitteeProcedures

Organization

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 DreyfusBNY Mellon Family of Funds (each, the "Fund") shall be composed solely of Directors/Trustees ("Directors") who are not "interested persons" of the Fund as(as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund ("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

Responsibilities

The Committee shall select and nominate persons for election or appointment by the Board as Directors of the Fund and as Advisory Board Members (as defined below) of the Fund.

EVALUATION OF POTENTIAL NOMINEES

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.

B-1

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 and Advisory Board Members, the Committee may consider nominees for Independent Director recommended by Fund shareholders. The Committee will consider recommendations for nominees from shareholders sent to the Secretary of the Fund, c/o The Dreyfus CorporationBNY Mellon Investment Adviser, Inc. Legal Department, 200 Park Avenue, 8th240 Greenwich Street, 18th Floor, East, New York, New York 10166.10286. 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

The Committee shall have the authority to retain and terminate any search firm or other consultant to be used to identify and/or conduct a background check with respect to Independent Director and/or Advisory Board Member candidates, including the authority to approve its fees and other retention terms. The Committee is empowered to cause the Fund to pay the compensation of any search firm or other consultant engaged 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

Advisory Board Members

The Committee may from time to time propose nominations of one or more individuals to serve as members of an "advisory board," as such term is defined in Section 2(a)(1) of the 1940 Act ("Advisory Board Members"). An individual shall be eligible to serve as an Advisory Board Member only if that individual meets the requirements to be an Independent Director (subject to the Committee's evaluation of the factors set forth above for consideration of potential Director nominees) and does not otherwise serve the Fund in any other capacity. An Advisory Board Member shall not have voting rights with respect to matters pertaining to the Fund. Any Advisory Board Member shall serve at the pleasure of the Board and may be removed, at any time, with or without cause, by the Board. An Advisory Board Member subsequently may be appointed as an Independent Director, or nominated and elected as an Independent Director, at which time he or she shall cease to be an Advisory Board Member. Any Advisory Board Member may resign at any time.

Review of Charter and Procedures

The Committee shall review the charter and procedures from time to time, as it considers appropriate.


B-2

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:
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SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, OCTOBER 12, 2023

The undersigned shareholder(s)shareholder of [NAME OF FUND] (the "Fund")the Fund noted above, hereby appoint(s) Kathleen DeNicholasappoints Jeff Prusnofsky and Michael A. Rosenberg,James Bitetto, 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,August 14, 2023 at a Special Joint Meeting of Shareholders to be held virtually at The Dreyfus Corporation, 200 Park Avenue, 8th Floor, New York, New York 10166, at 10:9:30 a.m., Eastern time, on May 31, 2011Thursday, October 12, 2023, and at any and all postponements or 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 statementCombined Proxy Statement for the meeting.

THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL SHOWN ON THE REVERSE SIDE UNLESS OTHERWISE INDICATED.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 12, 2023. The Notice of Special Meeting of Shareholders, Combined Proxy Statement and Form(s) of Proxy Card are available at HTTPS://IM.BNYMELLON.COM/US/EN/INDIVIDUAL/RESOURCES/PROXY-MATERIALS.JSP. Please see the Combined Proxy Statement or call (866) 796-7181 for information on how to obtain directions to be able to attend and vote virtually at the Special Meeting of Shareholders.

 
Please mark boxes in blue

Questions? If you have any questions about how to vote your proxy or black ink.

1.      Electionabout the Special Meeting of Board Members:
Shareholders, please call toll-free

(866) 796-7181. Representatives are available to assist you Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern time.

For all Nominees /_/Mail IDWithhold Authority /_/Withhold Authority /_/
 only for those Nominee(s)for all Nominees
 whose name(s) I have writtenCUSIP

PROXY CARD

“Put RIC and series/standalone fund name(s) here”

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS PROXY, if joint owners, each shareholder should sign. When signing as attorney, executor, administrator, trustee, guardian, or custodian for a minor, please give your full title. When signing on behalf of a corporation or as a partner for a partnership, please give the full corporate or partnership name and your title, if any. By signing this proxy card, receipt of the accompanying Notice of Special Meeting of Shareholders and Proxy Statement is acknowledged.

SIGNATURE (AND TITLE IF APPLICABLE)         DATE

SIGNATURE (IF HELD JOINTLY)         DATE

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF THE FUND.

The votes entitled to be cast by the undersigned will be cast according to instructions given below with respect to the Proposal. If this Proxy Ballot is executed but no instructions are given, the undersigned acknowledges that the votes entitled to be cast by the undersigned will be cast by the proxies, or any of them, “FOR” the Proposal at the Special Meeting of Shareholders, and at any and all adjournments and postponements thereof. Additionally, the votes entitled to be cast by the undersigned will be cast at the discretion of the proxy holders on any other matter that may properly come before the Special Meeting of Shareholders, and at any and all adjournments and postponements thereof.

TO VOTE, MARK CIRCLE IN BLUE OR BLACK INK. Example: ●

PROPOSAL:FOR ALLWITHHOLD ALLFOR ALL EXCEPT* 
 Below
   O  OO
1. To elect five Board Members to the Board of the Fund:                                               
  1.)      Francine J. Bovich
  2.)      Michael D. DiLecce
  3.)      Gina D. France
  4.)      Joan L. Gulley
  5.)      Nathan Leventhal
*To withhold authority to vote for one or more specific nominees, check the “FOR ALL EXCEPT” box and write the name(s) or number(s) of those nominee(s) you wish to withhold below:

THANK YOU FOR CASTING YOUR VOTE

MAIL ID:BAR CODECUSIP

A black text on a white background Description automatically generated

PROXY CARD

Arrow: Right: MEETING on Reverse Side
   
   

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR PROXY VOTE

TODAY!

BY INTERNET:

Go to the website below and enter your

VOTER CONTROL NUMBER or simply

scan the QR with a Smart Phone

vote.proxyonline.com

Text Box: Print QR Code

   

Nominees

VOTER PROFILE:

Voter ID: XXXXXXXX Security ID: XXXXXXXX

Shares to Vote: XXXXXXXX Household ID: XXXXXXXXXX

**please call the phone number to the right for Election are:  Joseph S. DiMartino, Philip L. Toiamore information

VOTER CONTROL NUMBER: XXXX XXXX XXXX

VOTE REGISTERED TO:

NAME

ADDRESS

CITY, STATE, ZIP CODE

BY PHONE:

Automated touch-tone voting is also available by calling and Robin A. Melvin.following the directions.

(888) 227-9349

 
________________________________________________________________ 

BY MAIL:

Complete the reverse side and return in the

postage-paid envelope provided.

email, envelope, mail icon

USPS Postage-Paid Envelope


2.      In their discretion,

“Put RIC and series/standalone fund name(s) here”

240 Greenwich Street

New York, NY 10286

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, OCTOBER 12, 2023

The undersigned shareholder of the Fund noted above, hereby appoints Jeff Prusnofsky and James Bitetto, 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 such other mattersAugust 14, 2023 at a Special Meeting of Shareholders to be held virtually at 10:30 a.m. Eastern time, on Thursday, October 12, 2023, and at any and all postponements or 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 may properly come before the meeting and any adjournment(s) thereof.

__________________________
 * 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 members for the Fund.
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY  11735
THREE EASY WAYS TO VOTE YOUR PROXY

To vote by Internet

1)  Read the proxy statement and have the proxy card below at hand.
2)  Go to website www.proxyvote.com.
3)  Follow the instructions providedindicated on the website.

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.

To vote by Mail

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 cardproposal, as more fully described in the envelope provided.

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

meeting.

THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR

THE ABOVE PROPOSAL SHOWN ON THE REVERSE SIDE 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

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 12, 2023. The Notice of Special JointMeeting of Shareholders, Combined Proxy Statement and Form(s) of Proxy Card are available at HTTPS://IM.BNYMELLON.COM/US/EN/INDIVIDUAL/RESOURCES/PROXY-MATERIALS.JSP. Please see the Combined Proxy Statement or call (866) 796-7181 for information on how to obtain directions to be able to attend and vote virtually at the Special Meeting of Shareholders.

Questions? If you have any questions about how to vote your proxy or about the Special Meeting of Shareholders, please call toll-free

(866) 796-7181. Representatives are available to assist you Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern time.

Mail IDCUSIP

PROXY CARD

“Put RIC and series/standalone fund name(s) here”

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS PROXY, if joint owners, each shareholder should sign. When signing as attorney, executor, administrator, trustee, guardian, or custodian for a minor, please give your full title. When signing on behalf of a corporation or as a partner for a partnership, please give the full corporate or partnership name and your title, if any. By signing this proxy card, receipt of the accompanying Notice of Special Meeting of Shareholders and Proxy Statement is acknowledged.

SIGNATURE (AND TITLE IF APPLICABLE)       DATE

SIGNATURE (IF HELD JOINTLY)       DATE

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF THE FUND.

The votes entitled to be cast by the undersigned will be cast according to instructions given below with respect to the Proposal. If this Proxy Ballot is executed but no instructions are given, the undersigned acknowledges that the votes entitled to be cast by the undersigned will be cast by the proxies, or any of them, “FOR” the Proposal at the Special Meeting of Shareholders, and at any and all adjournments and postponements thereof. Additionally, the votes entitled to be cast by the undersigned will be cast at the discretion of the proxy statement is acknowledged.

holders on any other matter that may properly come before the Special Meeting of Shareholders, and at any and all adjournments and postponements thereof.

TO VOTE, MARK CIRCLE IN BLUE OR BLACK INK. Example: ●

PROPOSAL:FOR ALLWITHHOLD ALLFOR ALL EXCEPT* Dated:  __________, 2011
  
 _________________________
  OSignature(s)  O
O  
 _________________________1. To elect five Board Members to the Board of the     Fund:                                               
 Signature(s)
  
  1.)      Francine J. Bovich
  2.)      Michael D. DiLecce
  3.)      Gina D. France
  4.)      Joan L. Gulley
  5.)      Robin A. Melvin
*To withhold authority to vote for one or more specific nominees, check the “FOR ALL EXCEPT” box and write the name(s) or number(s) of those nominee(s) you wish to withhold below:

THANK YOU FOR CASTING YOUR VOTE

MAIL ID:BAR CODECUSIP