The Dreyfus Family of Registrant as Specified In Its Charter) DREYFUS NEW JERSEY MUNICIPAL BOND FUND, INC. ----------------------------------------------------------------------- (NameFunds

200 Park Avenue

New York, New York 10166

Dear Shareholder:

Your Dreyfus fund(s) and certain other funds in The Dreyfus Family of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). [_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a- 6(i)(3). [_] Fee computedFunds will hold special shareholder meetings on ~~table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title~~August 3, 2012. Shareholders of each ~~class~~ of ~~securities~~these funds will be asked to ~~which transaction applies: (2) Aggregate number~~elect Board members of ~~securities~~their funds. The nominees are current Board members of some or all of these funds. The election of additional Board members to ~~which transaction applies: (3) Per unit price or other underlying value~~your fund is being proposed primarily to consolidate the Boards of ~~transaction computed pursuant to Exchange Act Rule 0-11:* (4) Proposed maximum aggregate value~~these funds. The enclosed proxy statement describes the Board member nominees' qualifications and each of transaction: - - -------- * Set forth the amount on which the filing fee is calculated and state how it was determined. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 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: Notes: Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: 1934 Act Filings Gentlemen: Pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended, transmitted herewith for filing is a copy of definitive proxy materials for meetings of stockholders of Fundstheir respective current roles overseeing funds in The Dreyfus Family of Funds. ~~The filing fee of $125 for each Fund was forwarded prior~~Please take the time to ~~filing~~read the ~~preliminary proxy~~enclosed materials. It

Since the proposal to elect Board members is ~~estimated that proxy materials will be mailed~~common to ~~stockholders of record on or about June 9, 1994.~~ LOGO OF THE DREYFUS CORPORATION HOWARD STEIN JOSEPH S. DiMARTINO CHAIRMAN OF THE BOARD PRESIDENT AND CHIEF EXECUTIVE OFFICER CHIEF OPERATING OFFICER Dear Dreyfus Fund Stockholder: As you know, The Dreyfus Corporation has agreed to merge with Mellon Bank. In the past, whenthese funds, we have ~~solicited proxies, you have received a proxy statement directed solely to your Fund. Because all Funds in~~combined the ~~Dreyfus Family are affected similarly by this transaction, we believed it was more efficient to prepare a single~~ proxy statement to ~~be used by all shareholders, in addition to a supplement pertaining only to your Fund--although we apologize~~save on fund expenses. If you own shares of more than one of these Dreyfus funds, the combined proxy statement also may save you the time of reading more than one document before you vote. If you own shares of more than one of these Dreyfus funds on the record date for the ~~sheer "weight"~~meetings, please note that each fund has a separate proxy card. You should complete a proxy card, or otherwise provide voting instructions, for each fund in which you own shares.

Remember, your vote is extremely important, no matter how large or small your fund holdings. By voting promptly, you can help avoid additional costs that are incurred with follow-up letters and calls.

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

·	By Mail. Please complete, date and sign the enclosed proxy card for each fund in which you own shares and mail it in the enclosed, postage-paid envelope.
·	By Internet. Have your proxy card(s) available. Go to the website listed on the proxy card. Enter your control number from your proxy card. Follow the instructions on the website.
·	By Telephone. Have your proxy card(s) available. Call the toll-free number listed on the proxy card. Enter your control number from your proxy card. Follow the recorded instructions.
·	In Person. Any shareholder who attends the meeting in person may vote by ballot at the meeting.

We encourage you to vote through the ~~package. While we encourage~~Internet or by telephone using the number that appears on your proxy card(s). These voting methods will save the funds money because they would not have to pay for return-mail postage. If you later decide to attend the meeting, you may revoke your proxy and vote your shares in person at the meeting. Whichever voting method you choose, please take the time to read the full text of the proxy statement ~~we thought it would be helpful to put together a few brief Questions and Answers (Q&A). That Q&A~~before you vote.

Your vote is ~~on the reverse side of this page. It is~~very important to keep in mind that The Dreyfus Corporation, NOT THE FUND, plans to merge with Mellon Bank. YOUR FUND SHARES WILL NOT CHANGE, THE ADVISORY FEES CHARGED TO YOUR FUND WILL NOT CHANGE, AND THE DREYFUS CORPORATION WILL CONTINUE TO ACT IN ITS SAME CAPACITY TO YOUR FUND AS BEFORE. Most importantly, you will continue to receive the high quality of shareholder services that you have come to expect over the years. After careful consideration, the Directors of your Fund suggest that you vote "FOR" all the Proposals on the enclosed proxy card. As always, we thank you for your confidence and support. Sincerely, /s/ Howard Stein /s/ Joseph S. DiMartino Q & A on reverse side Q. WHAT IS HAPPENING? A. The Dreyfus Corporation, not the Fund, plans to merge with Mellon Bank. ------------ Dreyfus will remain as a separate operating corporation. Q. WHY AM I BEING ASKED TO VOTE ON THESE PROPOSALS? A. The Investment Company Act requires a vote whenever there is a change of a certain percentage in the ownership of the investment advisory company. As a result, the Act requires the approval of a new investment or sub-investment advisory agreement by the shareholders of each Fund. Also, various regulatory requirements that would become applicable as a result of the merger require some amendments to the Rule 12b-1 Plans of certain Funds, but no change in the fees. Q. HOW WILL THIS AFFECT ME AS A FUND SHAREHOLDER? A. Your Fund shares will not change. You will still own the same shares in --------------- the same Fund. The primary difference is that the ownership of The Dreyfus Corporation will change from a publicly-held corporation to a subsidiary of Mellon Bank, N.A. The Dreyfus Corporation will continue to act in its same capacity to your Fund as before. This transaction should not result in changes to your Fund's advisory services or in the high quality of shareholder services that you have come to expect over the years. Q. WILL THE INVESTMENT ADVISORY AND RULE 12B-1 FEES BE THE SAME? A. Yes, the fees charged to your Fund will remain the same. ---------------------------------------------- Q. HOW DO THE BOARD MEMBERS OF MY FUND SUGGEST THAT I VOTE? A. After careful consideration, the Board members of your Fund recommend that you vote "FOR" all the Proposals on the enclosed proxy card. Q. WHOM DO I CALL? A.us. If you have any questions before you vote, please call ~~D.F. King & Co., Inc.~~one of the Dreyfus service representatives at ~~1-800- 859-8515. PLEASE VOTE YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN~~ THE DREYFUS FAMILY OF FUNDS 200 PARK AVENUE NEW YORK, NEW YORK 10166 Dear Dreyfus Fund Stockholder: The attached proxy statement discusses 13 proposals, many of which do not affect1-800-DREYFUS. Thank you for your ~~Fund. THE ENCLOSED PROXY CARD LISTS THE PROPOSALS WHICH DO AFFECT YOUR FUND AND ON WHICH YOU ARE BEING ASKED TO VOTE. As you may be aware, The Dreyfus Corporation ("Dreyfus"), which provides~~response and for your continued investment ~~advisory services to each Fund in~~with The Dreyfus Family of Funds.

	Sincerely,


	Bradley J. Skapyak
	President

Advantage Funds, ~~(the "Funds"), has agreed to merge with a subsidiary of Mellon Bank Corporation ("Mellon").~~ Inc.

Dreyfus 100% U.S. Treasury Money Market Fund

Dreyfus BASIC U.S. Mortgage Securities Fund

Dreyfus Growth and Mellon have advised that this transaction will not result in changes to your Fund's advisory services or in the high quality stockholder services that you have come to expect over the years. This transaction will result in the automatic termination of (i) the agreements under which Income Fund, Inc.

Dreyfus ~~provides investment advisory services to the~~Index Funds, ~~and (ii) the sub-investment advisory agreements pertaining to certain~~Inc.

Dreyfus International Funds, ~~as required by the~~Inc.

Dreyfus Manager Funds I

Dreyfus Manager Funds II

Dreyfus Midcap Index Fund, Inc.

Dreyfus Money Market Instruments, Inc.

Dreyfus New Jersey Municipal Bond Fund, Inc.

Dreyfus Premier Investment Company Act of 1940, as amended. This transaction also necessitates the adoption of new Rule 12b-1 plans pertaining to certain Funds. This transaction thus requires the approval by the holders of shares of each Fund of a new investment advisory agreement--which will be substantially identical to the agreement currently in effect. It also provides an opportunity to request approvals for various other matters which are described in the proxy materials. For each Fund, the aggregate contractual rate chargeable for investment advisory services will remain the same (for The Funds, Inc.

Dreyfus ~~Socially Responsible~~Research Growth Fund, Inc. ~~and The~~

Dreyfus ~~Third Century~~Stock Index Fund, Inc. ~~the nature of the relationship between~~

Dreyfus ~~and the sub-investment adviser to each of these Funds and the allocation of the fee will change as described in the proxy materials). For each~~U.S. Treasury Intermediate Term Fund ~~operating under a Rule 12b-1 plan, the aggregate rate payable by the~~

Dreyfus U.S. Treasury Long Term Fund ~~will remain the same. When we have solicited proxies in the past, you have received a proxy statement directed solely to your Fund. Because all Funds in The~~

Dreyfus ~~Family are affected by this transaction and since much of the information required to be included in the proxy materials for each~~Variable Investment Fund is substantially identical, we believe it is more efficient to prepare a single, "omnibus" proxy statement for use by the stockholders of all Funds. Further information pertaining to your Fund is contained in a separate Exhibit (the "Fund Exhibit") which accompanies, and forms a part of, these materials. (If you own shares in more than one Dreyfus Fund, the term "your Fund" means each of your Funds.) You are receiving separate proxy materials and a separate Fund Exhibit for each Fund you own. As you may be aware, the Funds are organized as Maryland corporations, Massachusetts business trusts or Delaware limited partnerships. In each state, nomenclature varies. But for ease of presentation, we will refer to you throughout the proxy statement as "stockholders," your Fund shares as "shares," your directors, trustees or managing general partners as "Board members" and your Fund's Articles of Incorporation, Agreement and Declaration of Trust, or Agreement of Limited Partnership as its "charter." Your Board has voted in favor of each proposal that applies to your Fund and recommends that you vote "FOR" each proposal. As you will note, stockholders of a Fund will not vote on each proposal. The attached

Notice of ~~Meeting sets forth which Fund's stockholders will vote~~Special Meetings of Shareholders

To Be Held on a proposal. The enclosed proxy card permits you to vote only with respect to the proposals relating to your Fund. Please review the proxy statement carefully and cast your vote on the --- ---- ---- ---- enclosed proxy card. If you are a stockholder of more than one Fund, you will receive, in separate mailings, a proxy statement, Fund Exhibit and proxy card for each of your Funds. Management and the Board of each Fund recommend you vote "FOR" each proposal. PLEASE VOTE EACH PROXY CARD YOU RECEIVE TO ENSURE ALL YOUR SHARES ARE VOTED. EVERY VOTE COUNTS! If you have any questions, please call D.F. King & Co., Inc., which has been engaged to solicit proxies on behalf of each Fund's Board, at 1-800-859-8515. Sincerely, /s/ Howard Stein /s/ Joseph S. DiMartino Chairman President The Dreyfus Corporation The Dreyfus Corporation ~~THE DREYFUS FAMILY OF FUNDS --------------- NOTICE OF MEETINGS OF STOCKHOLDERS ---------------~~ August 3, 2012

To the ~~Stockholders:~~Shareholders:

Special Meetings of ~~Stockholders~~Shareholders of each of the ~~Funds~~funds in The Dreyfus Family of Funds listed ~~on Part I of Exhibit A and Comstock Partners Strategy Fund, Inc.~~above (each, a "Fund" and, collectively, the "Funds")* will be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 8th Floor, New York, New York 10166, on ~~the date, and~~Friday, August 3, 2012 at the time ~~and place,~~ set forth on Schedule 1 to the ~~Fund Exhibit accompanying, and forming a part of, these materials. The meetings will be held~~Proxy Statement, for the following purposes: ~~THE FOLLOWING PROPOSAL APPLIES TO STOCKHOLDERS OF EACH FUND:~~

1. To approve a new investment advisory or sub-investment advisory agreement. No fee increase is proposed. THE FOLLOWING PROPOSAL APPLIES TO STOCKHOLDERS OF EACH FUND, EXCEPT COMSTOCK PARTNERS STRATEGY FUND, INC., DREYFUS ASSET ALLOCATION FUND, INC., DREYFUS BASIC MUNICIPAL FUND, DREYFUS FLORIDA MUNICIPAL MONEY MARKET FUND, DREYFUS FOCUS FUNDS, INC., DREYFUS GLOBAL BOND FUND, INC., DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND, DREYFUS INTERNATIONAL EQUITY FUND, INC., DREYFUS PENNSYLVANIA INTERMEDIATE MUNICIPAL BOND FUND, DREYFUS VARIABLE INVESTMENT FUND, PREMIER INSURED MUNICIPAL BOND FUND AND PREMIER STATE MUNICIPAL BOND FUND: 2. To elect Board members to hold office until their successors are duly elected and qualified. All nominees currently serve as Board members, with one exception for certain Funds. THE FOLLOWING PROPOSAL APPLIES TO STOCKHOLDERS OF EACH FUND, EXCEPT COMSTOCK PARTNERS STRATEGY FUND, INC.: 3. To ratify the selection of the Fund's independent auditors. No change in auditors is proposed. THE FOLLOWING PROPOSAL APPLIES ONLY TO STOCKHOLDERS OF EACH FUND CURRENTLY SUBJECT TO A RULE 12B-1 PLAN: 4. To approve new Rule 12b-1 plans. No fee increase is proposed. THE FOLLOWING PROPOSAL APPLIES ONLY TO STOCKHOLDERS OF DREYFUS GLOBAL BOND FUND, INC.: 5. To approve a new sub-investment advisory agreement between The Dreyfus Corporation and the sub-investment adviser of Dreyfus Global Bond Fund, Inc. No fee increase is proposed. THE FOLLOWING PROPOSAL APPLIES ONLY TO STOCKHOLDERS OF DREYFUS INTERNATIONAL EQUITY FUND, INC.: 6. To approve a new sub-investment advisory agreement between The Dreyfus Corporation and the sub-investment adviser of Dreyfus International Equity Fund, Inc. No fee increase is proposed. THE FOLLOWING PROPOSAL APPLIES ONLY TO STOCKHOLDERS OF DREYFUS STRATEGIC GROWTH, L.P.: 7. To approve a new sub-investment advisory agreement between The Dreyfus Corporation and the sub-investment adviser of Dreyfus Strategic Growth, L.P. No fee increase is proposed. THE FOLLOWING PROPOSAL APPLIES ONLY TO STOCKHOLDERS OF THE INTERNATIONAL EQUITY PORTFOLIO OF DREYFUS VARIABLE INVESTMENT FUND: 8. To approve a new sub-investment advisory agreement between The Dreyfus Corporation and the sub-investment adviser of the International Equity Portfolio of Dreyfus Variable Investment Fund. No fee increase is proposed. THE FOLLOWING PROPOSAL APPLIES ONLY TO STOCKHOLDERS OF PREMIER GROWTH FUND, INC.: 9. To approve a new sub-investment advisory agreement between The Dreyfus Corporation and the sub-investment adviser of Premier Growth Fund, Inc. No fee increase is proposed. THE FOLLOWING PROPOSAL APPLIES ONLY TO STOCKHOLDERS OF THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.: 10. To approve a new sub-investment advisory agreement between The Dreyfus Corporation and NCM Capital Management Group, Inc., relating to The Dreyfus Socially Responsible Growth Fund, Inc. THE FOLLOWING PROPOSAL APPLIES ONLY TO STOCKHOLDERS OF THE DREYFUS THIRD CENTURY FUND, INC.: 11. To approve a new sub-investment advisory agreement between The Dreyfus Corporation and NCM Capital Management Group, Inc., relating to The Dreyfus Third Century Fund, Inc. THE FOLLOWING PROPOSAL APPLIES ONLY TO STOCKHOLDERS OF CERTAIN FUNDS IN THE GENERAL FAMILY OF FUNDS: 12. To approve an amendment to the charter of the following Funds to permit the issuance of additional classes of shares: . General California Municipal Money Market Fund . General Government Securities Money Market Fund, Inc. . General Money Market Fund, Inc. . General Municipal Bond Fund, Inc. . General Municipal Money Market Fund, Inc. . General New York Municipal Bond Fund, Inc. . General New York Municipal Money Market Fund Existing stockholders will not be affected by this Proposal. THE FOLLOWING PROPOSAL APPLIES ONLY TO STOCKHOLDERS OF THE FUNDS LISTED ON EXHIBIT C (SEE PAGE C-1 OF THE PROXY STATEMENT): 13. To change certain of the Funds' fundamental policies and investment restrictions. --------------- 14.

2. To transact such other business as may properly come before the meeting orand any ~~adjournment or~~ adjournments thereof. ~~Stockholders~~

Shareholders of record at the close of business on June ~~6, 1994~~5, 2012 will be entitled to receive notice of and to vote at the meeting. ~~By Order of the Board~~

	By Order of the Boards,


	Janette E. Farragher
	Secretary
New York, New York
June 11, 2012

Advantage Funds, Inc., Dreyfus Index Funds, Inc., Dreyfus International Funds, Inc., Dreyfus Manager Funds I, Dreyfus Manager Funds II, Dreyfus Money Market Instruments, Inc., Dreyfus Premier Investment Funds, Inc. and Dreyfus Variable Investment Fund are "series" investment companies comprised of separate portfolios, each of which may be referred to as a Fund, as applicable, in the Proxy Statement. For a list of the series, see Schedule 1 to the Proxy Statement.

WE NEED YOUR PROXY VOTE

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

Advantage Funds, Inc.

Dreyfus 100% U.S. Treasury Money Market Fund

Dreyfus BASIC U.S. Mortgage Securities Fund

Dreyfus Growth and Income Fund, Inc.

Dreyfus Index Funds, Inc.

Dreyfus International Funds, Inc.

Dreyfus Manager Funds I

Dreyfus Manager Funds II

Dreyfus Midcap Index Fund, Inc.

Dreyfus Money Market Instruments, Inc.

Dreyfus New York, New York June 3, 1994 WE NEED YOUR PROXY VOTE IMMEDIATELY ----------- A STOCKHOLDER MAY THINK HIS VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY LAW, ----- THE MEETING OF STOCKHOLDERS OF EACH FUND WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A MAJORITY OF ITS SHARES ELIGIBLE TO VOTE IS REPRESENTED. IN THAT EVENT, THE AFFECTED FUND WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND(S) TO HOLD THE MEETING(S) AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD IMMEDIATELY. YOU AND ALL OTHER STOCKHOLDERS ----------- WILL BENEFIT FROM YOUR COOPERATION. 2 ~~THE DREYFUS FAMILY OF FUNDS~~ Jersey Municipal Bond Fund, Inc.

Dreyfus Premier Investment Funds, Inc.

Dreyfus Research Growth Fund, Inc.

Dreyfus Stock Index Fund, Inc.

Dreyfus U.S. Treasury Intermediate Term Fund

Dreyfus U.S. Treasury Long Term Fund

Dreyfus Variable Investment Fund

COMBINED PROXY STATEMENT ~~------------------------ MEETING OF STOCKHOLDERS~~

Special Meetings of Shareholders

to be held on August 3, 2012

This ~~proxy statement~~Proxy Statement is furnished in connection with a solicitation of proxies by ~~the Board of~~ each of the respective Boards of Advantage Funds, ~~in The~~Inc. ("AF"), Dreyfus ~~Family of Funds listed on Part I of Exhibit A~~100% U.S. Treasury Money Market Fund ("DUSTMMF"), Dreyfus BASIC U.S. Mortgage Securities Fund ("DBUSMSF"), Dreyfus Growth and ~~Comstock Partners Strategy~~Income Fund, Inc. ("DGIF"), Dreyfus Index Funds, Inc. ("DIF"), Dreyfus International Funds, Inc. ("DILF"), Dreyfus Manager Funds I ("DMFI"), Dreyfus Manager Funds II ("DMFII"), Dreyfus Midcap Index Fund, Inc. ("DMIF"), Dreyfus Money Market Instruments, Inc. ("DMMI"), Dreyfus New Jersey Municipal Bond Fund, Inc. ("DNJMBF"), Dreyfus Premier Investment Funds, Inc. ("DPIF"), Dreyfus Research Growth Fund, Inc. ("DRGF"), Dreyfus Stock Index Fund, Inc. ("DSIF"), Dreyfus U.S. Treasury Intermediate Term Fund ("DUSTITF"), Dreyfus U.S. Treasury Long Term Fund ("DUSTLTF") and Dreyfus Variable Investment Fund ("DVIF") (each, a "Fund" and, collectively, the "Funds") to be used at the Special Meeting of ~~Stockholders~~Shareholders (the "Meeting") of each Fund to be held on Friday, August 3, 2012 at the time set forth on Schedule 1 to this Proxy Statement, at the offices of The Dreyfus Corporation ("Dreyfus"), 200 Park Avenue, 8th Floor, New York, New York 10166, and at any and all adjournments thereof, for the purposes set forth in the accompanying Notice of ~~Meeting~~Special Meetings of ~~Stockholders. Stockholders~~Shareholders. Shareholders of record at the close of business on June ~~6, 1994~~5, 2012 are entitled to ~~be present~~receive notice of and to vote at the ~~meeting. Each Fund share is~~Meeting. Shareholders are entitled to one ~~vote. Stockholders~~vote for each Fund share held and fractional votes for each fractional Fund share held. Shareholders can vote only on matters affecting the Fund(s) of which they are ~~stockholders.~~shareholders. Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon. If ~~the~~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 ~~or telegram~~ directed to the relevant Fund, which must indicate the ~~stockholder's~~shareholder's name and account number. To be effective, such revocation must be received ~~prior to~~before the ~~relevant Fund's meeting.~~Meeting. In addition, any ~~stockholder~~shareholder who attends ~~a meeting~~the Meeting in person may vote by ballot at the ~~relevant Fund meeting,~~Meeting, thereby canceling any proxy previously given. Your Fund had outstanding the number of shares indicated on the Fund Exhibit accompanying, and forming a part of, these materials (the "Fund Exhibit"). It is estimated that proxy materials will be mailed to stockholders of record on or about June 9, 1994. Copies of each Fund's current Annual Report have been mailed to stockholders to the extent required by applicable regulation. The principal executive offices of each Fund, other than Comstock Partners Strategy Fund, Inc., are located at 200 Park Avenue, New York, New York 10166. The principal executive offices of Comstock Partners Strategy Fund, Inc. are located at 10 Exchange Place, Jersey City, New Jersey 07302. Proposals are to be voted upon by stockholders of the Funds as follows: Proposal 1--This Proposal applies to stockholders of each Fund. ---------- Stockholders of each Fund, other than Comstock Partners Strategy Fund, Inc., will vote to approve such Fund's new investment advisory agreement with The Dreyfus Corporation ("Dreyfus"). Stockholders of Comstock Partners Strategy Fund, Inc. will vote to approve the new sub-investment advisory agreement between such Fund's investment adviser and Dreyfus. Proposal 2--This Proposal applies to stockholders of each Fund, other than ---------- Comstock Partners Strategy Fund, Inc., Dreyfus Asset Allocation Fund, Inc., Dreyfus BASIC Municipal Fund, Dreyfus Florida Municipal Money Market Fund, Dreyfus Focus Funds, Inc., Dreyfus Global Bond Fund, Inc., Dreyfus Institutional Short Term Treasury Fund, Dreyfus International Equity Fund, Inc., Dreyfus Pennsylvania Intermediate Municipal Bond Fund, Dreyfus Variable Investment Fund, Premier Insured Municipal Bond Fund and Premier State Municipal Bond Fund. These stockholders will vote to elect their Fund's Board members. Proposal 3--This Proposal applies to stockholders of each Fund, other than ---------- Comstock Partners Strategy Fund, Inc. These stockholders will vote to ratify the selection of their Fund's independent auditors. Proposal 4--This Proposal applies only to stockholders of each Fund subject ---------- to a Rule 12b-1 plan. These stockholders will vote to approve their Fund's new Rule 12b-1 plan. (To see whether your Fund has adopted a Rule 12b-1 plan, see the Fund Exhibit.) Proposal 5--This Proposal applies only to stockholders of Dreyfus Global Bond ---------- Fund, Inc. These stockholders will vote to approve the new sub-investment advisory agreement between Dreyfus and such Fund's sub-investment adviser. Proposal 6--This Proposal applies only to stockholders of Dreyfus ---------- International Equity Fund, Inc. These stockholders will vote to approve the new sub-investment advisory agreement between Dreyfus and such Fund's sub- investment adviser. Proposal 7--This Proposal applies only to stockholders of Dreyfus Strategic ---------- Growth, L.P. These stockholders will vote to approve the new sub-investment advisory agreement between Dreyfus and such Fund's sub-investment adviser. Proposal 8--This Proposal applies only to stockholders of the International ---------- Equity Portfolio of Dreyfus Variable Investment Fund. These stockholders will vote to approve the new sub-investment advisory agreement between Dreyfus and such Portfolio's sub-investment adviser. Proposal 9--This Proposal applies only to stockholders of Premier Growth ---------- Fund, Inc. These stockholders will vote to approve the new sub-investment advisory agreement between Dreyfus and such Fund's sub-investment adviser. Proposal 10--This Proposal applies only to stockholders of The Dreyfus ----------- Socially Responsible Growth Fund, Inc. These stockholders will vote to approve a new sub-investment advisory agreement between Dreyfus and NCM Capital Management Group, Inc. Proposal 11--This Proposal applies only to stockholders of The Dreyfus Third ----------- Century Fund, Inc. These stockholders will vote to approve a new sub-investment advisory agreement between Dreyfus and NCM Capital Management Group, Inc. Proposal 12--This Proposal applies only to stockholders of the following ----------- Funds in the General Family: . General California Municipal Money Market Fund . General Government Securities Money Market Fund, Inc. . General Money Market Fund, Inc. . General Municipal Bond Fund, Inc. . General Municipal Money Market Fund, Inc. . General New York Municipal Bond Fund, Inc. . General New York Municipal Money Market Fund These stockholders will vote to approve amendments to their Fund's charter to permit the issuance of additional classes of shares. Proposal 13--This Proposal applies only to stockholders of each Fund listed ----------- on Exhibit C (see page C-1). These stockholders will vote to change certain of their Fund's fundamental policies and investment restrictions. Stockholders

Shareholders of each Fund will vote as a single class ~~except as noted in respect~~(which includes all series of ~~Proposal 4,~~a Fund) and will vote separately onfrom the shareholders of each proposal on which stockholders of that Fund are entitled to vote. If the transaction described in Proposal 1 between Dreyfus and Mellon Bank Corporation is not consummated, Proposal 1 (except as Proposal 1 relates to The Dreyfus Socially Responsible Growth Fund, Inc. ("Dreyfus Socially Responsible Fund") and The Dreyfus Third Century Fund, Inc. ("Dreyfus Third Century Fund")) and Proposals 4 through 9 will not be implemented, even if the stockholder vote necessary to adopt them is received. In all other cases, if a proposal is approved by stockholders of one Fund and disapproved by stockholders of any other Fund on the proposal will be implemented for the Fund that approved the proposal and will not be implemented for any Fund that did not approve the proposal. The transaction described in Proposal 1 between Dreyfus and Mellon Bank Corporation is conditioned, among other matters, on its approval by the Fund Boards and stockholderselection of Funds holding not less than 90% of the aggregate net assets as of the close of business on December 3, 1993 of all Funds managed, administered or advised by Dreyfus (excluding, for the purpose of such approvals and assets, the Funds in the First Prairie Family listed on Part II of Exhibit A, and Pacific American Fund). Therefore, itBoard members. It is essential that ~~stockholders~~shareholders who own shares in more than one Fund complete, date, sign and return each proxy card they ~~receive. ---- If a quorum is not present at a meeting,~~receive, or if a quorum is present but sufficient votes to approve any of the proposals are not received, the persons named as proxies may propose one or more adjournments of the meeting to permit further solicitation of proxies. In determining whether to adjourn the meeting, the following factors may be considered: the nature of the proposals that are the subject of the meeting, the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to stockholdersotherwise provide voting instructions with respect to each such Fund.

Information as to the ~~reasons~~number of shares outstanding and share ownership for each Fund is set forth on Schedule 2 to this Proxy Statement.

The principal executive offices of each Fund are located at 200 Park Avenue, New York, New York 10166. Copies of each Fund's most recent Annual and, if applicable, Semi-Annual Reports are available upon request, without charge, by writing to the ~~solicitation. Any adjournment will require the affirmative vote of a majority of those shares represented~~Fund at ~~the meeting in person~~144 Glenn Curtiss Boulevard, Uniondale, New York 11556, or by ~~proxy. A stockholder vote may be taken for one or more~~calling toll-free 1-800-DREYFUS.

IMPORTANT NOTICE REGARDING INTERNET

AVAILABILITY OF PROXY MATERIALS

THIS PROXY STATEMENT AND COPIES OF EACH FUND'S MOST RECENT

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

HTTP://WWW.DREYFUS.COM/PROXYINFO.HTM.

PROPOSAL: ELECTION OF BOARD MEMBERS

The Nominees. It is proposed that shareholders of each Fund consider the election of the ~~Funds on one or more~~individuals listed below (the "Nominees") as Board members of their Fund as indicated. The Nominees were selected and nominated by those members of the proposals in this proxy statement prior to any adjournment if sufficient votes have been received for approval. PROPOSAL 1. APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND DREYFUS OR APPROVAL OF THE NEW SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN DREYFUS AND THE INVESTMENT ADVISER OF COMSTOCK PARTNERS STRATEGY FUND, INC. INTRODUCTION Under an Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") dated as of December 5, 1993, by and among Mellon Bank Corporation ("Mellon"), Mellon Bank, N.A., XYZ Sub Corporation and Dreyfus, 2 ~~Dreyfus has agreed to merge with a subsidiary of Mellon Bank, N.A. (the "Transaction"). Upon completion~~present Boards of the Transaction, Dreyfus will become a wholly-owned subsidiary of Mellon Bank, N.A. and will continue to be called "The Dreyfus Corporation." Mellon is a publicly owned multibank holding company incorporated under Pennsylvania law in 1971 and registered under the Federal Bank Holding Company Act of 1956, as amended. Mellon provides a comprehensive range of financial products and services in domestic and selected international markets. Mellon's banking subsidiaries are located in the Central Atlantic states of Pennsylvania, Delaware and Maryland, and in Massachusetts, while other subsidiaries are located in key business centers throughout the United States and abroad. Mellon is currently the twenty-third largest bank holding company in the United States based on total assets of $36.6 billion as of March 31, 1994. Based on Securities and Exchange Commission ("SEC") filings, Mellon has informed therelevant Funds ~~that the following stockholders,~~ who are ~~affiliated with one another, are the only Mellon stockholders who,~~not "interested persons," as ~~of December 31, 1993, either individually or as a "group" (as~~ defined in Section 13(d) of the Securities Exchange Act of 1934, as amended), beneficially owned more than 10% of the outstanding shares of Mellon's voting securities (comprised of common stock and Series D stock):

Mellon's principal wholly-owned subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association, Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a number of companies known as Mellon Financial Services Corporations. Mellon's banking subsidiaries engage in domestic retail banking, worldwide commercial banking, trust banking, investment management and other financial services and securities-related activities. Mellon's financial services related subsidiaries provide a broad range of bank-related services including commercial financial services, equipment leasing, data processing, residential real estate financing, commercial and consumer real estate financing, insurance premium financing, stock transfer services, cash management, mortgage servicing, and trust and investment management services. Through its subsidiaries, Mellon managed approximately $132 billion in assets as of March 31, 1994, including approximately $6 billion in mutual fund assets. As of March 31, 1994, various subsidiaries of Mellon provided non-investment services, such as custodial or administration services, for approximately $631 billion in assets, including $127 billion in mutual fund assets. Mutual fund assets under administration decreased by approximately $40 billion as a result of the sale, effective May 6, 1994, by The Boston Company, Inc., a subsidiary of Mellon, of a portion of its third party mutual fund administration business to The Shareholder Services Group, Inc. Pursuant to the terms of the Merger Agreement, upon the closing of the Transaction each share of Dreyfus common stock outstanding shall be automatically converted into the right to receive 0.88017 shares of Mellon common stock. No fractional shares of Mellon common stock will be issued. At June 1, 1994, there were 36,559,078 shares of Dreyfus common stock outstanding and the market price of Mellon common stock was $59.25 per share. As required by the Investment Company Act of 1940, as amended (the ~~"Act"~~"1940 Act"), of the ~~existing investment advisory agreement between~~Funds ("Independent Board members"). The Nominees currently serve as Board members of some or all of the Funds. (Joseph S. DiMartino and David P. Feldman were previously elected by shareholders of each Fund and ~~Dreyfus (or, for Comstock Partners Strategy Fund, Inc.,~~need not be re-elected to the ~~sub-investment advisory agreement between Dreyfus~~Board of any Fund. Peggy C. Davis, Ehud Houminer and ~~Comstock Partners, Inc.) (in each case,~~Martin Peretz were previously elected by the ~~"Existing Agreement") provides for its automatic termination upon its "assignment." The Transaction, when consummated, would give rise~~shareholders of AF, DGIF, DIF, DILF, DMFI, DMFII, DMIF, DMMI, DRGF, DSIF and DVIF and need not be re-elected to ~~an "assignment," within~~ the meaning of the Act, of the Existing Agreement for each Fund. The approval of the Transaction by: (1) all required governmental or regulatory authorities, (2) the stockholders of Mellon and Dreyfus, respectively, and (3) the Fund Boards and stockholders of Funds holding not less than 90% of the aggregate net assets as of the close of business on December 3, 1993 of all Funds managed, administered or advised by Dreyfus (excluding, for the purposeBoard of such ~~approvals~~Funds. Lynn Martin, Robin A. Melvin and ~~assets, the Funds in the First Prairie Family listed on Part II~~Philip L. Toia were previously elected by shareholders of ~~Exhibit A,~~DUSTMMF, DBUSMSF, DNJMBF, DPIF, DUSTITF and ~~Pacific American Fund) (the "90% Condition") are conditions~~DUSTLTF and need not be re-elected to the consummation of the Transaction. On May 4, 1994, the Office of the Comptroller of the Currency notified Mellon that it had granted the necessary regulatory approval. On February 3, 1994, the Federal Trade Commission notified Dreyfus and Mellon that early termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, had been granted. Dreyfus and Mellon have advised that they anticipate all other regulatory approvals will 3 be obtained and that they intend to solicit approval of their respective stockholders at approximately the same time Fund stockholders will be solicited. The closing of the Transaction and, thus, the assignment, currently is scheduled to occur in the third quarter of 1994. The precise date at which any assignment of each Fund's Existing Agreement will occur, if at all, cannot now be determined. The Merger Agreement may be terminated upon certain events and may be terminated by either party if the transactions thereunder have not been consummated on or before December 31, 1994. Each Fund's Board is proposing that its stockholders approve a new investment advisory agreement between each such Fund and Dreyfus (or, as to Comstock Partners Strategy Fund, Inc., a new sub-investment advisory agreement between Dreyfus and the investment adviser of such ~~Fund) (each, the "New Agreement"~~Funds.)~~. Each New Agreement would become effective upon consummation~~ Gordon J. Davis, currently a Board member of ~~the Transaction, except that the New Agreement for each of Dreyfus Socially Responsible Fund~~DUSTMMF, DBUSMSF, DNJMBF, DPIF, DUSTITF and Dreyfus Third Century Fund would become effective upon stockholder approval. A description of each Fund's New Agreement and the services to be provided by Dreyfus are set forth below. This description is qualified in its entirety by reference to the New Agreement for each Fund set forth on such Fund's Fund Exhibit. Each proposed New Agreement is substantively the sameDUSTLTF, will resign as the Existing Agreement, differing only in its effective date and as otherwise noted on the relevant Fund Exhibit, except for the proposed New Agreements for Dreyfus Socially Responsible Fund and Dreyfus Third Century Fund which are described under "--Existing and New Agreements" below. The notes at the end of the New Agreement set forth on the Fund Exhibit should be reviewed carefully. For each Fund, the aggregate contractual rate chargeable for investment advisory services will remain the same (although for Dreyfus Socially Responsible Fund and Dreyfus Third Century Fund the nature of the relationship between Dreyfus and the sub-investment adviser to eacha Board member of these Funds ~~and~~effective September 1, 2012. The election of additional Board members to the ~~fee allocations will change as described below). In connection with each Fund's approval of its New Agreement, its Board considered that the terms~~Boards of the ~~Transaction do not require any change in~~Funds is being proposed primarily to consolidate the ~~Fund's investment objective or policies, Dreyfus' investment management or operation~~Boards of the ~~Fund,~~Funds. Consolidating the ~~investment personnel managing the Fund, or the stockholder services or other business activities~~Boards of the ~~Fund. Mellon~~Funds may provide certain administrative efficiencies and Dreyfus have informed each Fund's Board that the Transaction is not expected to result in any such change, although no assurance can be given that such a change will not occur. Each also has advised that, at present, neither plans nor proposes to make any material changes in the business, corporate structure or composition of senior management or personnel of Dreyfus, or in the manner in which Dreyfus renders investment advisory services to each Fund. If, after the Transaction, changes in Dreyfus are proposed that might materially affect its services to a Fund, the Fund's Board will consider the effect of those changes and take such action as it deems advisable under the circumstances. Each Fund's Board also considered the effect of interpretations of applicable law relating to the permissible activities of affiliates of a bank (which Dreyfus will become after the Transaction), including that: (i) Dreyfus Service Corporation no longer would be permitted to act as each Fund's distributor (see "--Information about the Funds' Distributor"); (ii) while Dreyfus no longer would be permitted to purchase Fund shares for its account, either to provide initial capital or for other purposes, satisfactory alternative arrangements have been made; and (iii) Dreyfus would be subject to bank regulatory requirements, designed to avoid confusion between Fund shares and bank products, when marketing mutual funds. Mellon and Dreyfus advised each Fund's Board members that in their collective judgment the resulting changes in Dreyfus' operations should not have any material adverse effect on the Funds' ongoing operations or on the extent or quality of services provided to the Funds, or increase thepotential future cost to the Funds of such services. Dreyfus has informed each Fund that it proposes to comply with Section 15(f) of the Act. Section 15(f) provides a non-exclusive safe harbor for an investment adviser or any of its affiliated persons to receive any amount or benefit in connection with a change in control of the investment adviser as long as two conditions are met. First, for a period of three years after the transaction, at least 75% of the Board members of the investment company must not be interested persons of such investment adviser. Second, an "unfair burden" must not be imposed on the investment company as a result of such transaction or any express or implied terms, conditions or understandings applicable thereto. The term "unfair burden" is defined in Section 15(f) to include any arrangement during the two-year period after the transaction 4 whereby the investment adviser, or any interested person of any such adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for such investment company). Dreyfus, after due inquiry, is not aware of any express or implied term, condition, arrangement or understanding which would impose an "unfair burden" on any Fund as a result of the Transaction. Mellon has agreed that it, Dreyfus and their affiliates will take no action that would have the effect of imposing an "unfair burden" on any Fund as a result of the Transaction. Dreyfus and Mellon have undertaken to pay all costs and expenses incurred by each Fund as a result of the Transaction, including the costs of each Fund's meeting. In addition to complying with Section 15(f), Dreyfus also will comply with applicable bank regulatory requirements, which require that no officer or director of Mellon, Dreyfus or certain other Mellon subsidiaries will serve as an officer or director of any Fund. At a meeting held on the date set forth on the Fund Exhibit, each Fund's Board, including a majority of the Board members who are not "interested persons" (as defined in the Act) of any party to the New Agreement, approved the New Agreement. DREYFUS Dreyfus, located at 200 Park Avenue, New York, New York 10166, provides investment advisory services to each Fund under the terms of a separate Existing Agreement with such Fund. As to each Fund, the Existing Agreement was entered into and last approved by such Fund's Board and by its stockholders on the dates set forth on the Fund Exhibit. Dreyfus was formed in 1947, has advised The Dreyfus Fund Incorporated since that time and serves as investment adviser, sub-investment adviser or administratorsavings for the ~~investment companies set forth on Exhibit A. The approximate net assets of each such investment company as of May 4, 1994~~Funds. Each Nominee has consented to being named in this Proxy Statement and the fee payable by it to Dreyfus (as a percentage of average daily net assets) are listed on Exhibit A. Dreyfus' Chairman of the Board and Chief Executive Officer is Howard Stein. Other directors of Dreyfus are Mandell L. Berman, real estate consultant and private investor, Southfield, Michigan; Joseph S. DiMartino, Dreyfus' President and Chief Operating Officer; Alvin E. Friedman, Senior Adviser to Dillon, Read & Co. Inc., investment bankers, New York, New York; Lawrence M. Greene, legal consultant to Dreyfus; Abigail Q. McCarthy, author, lecturer, columnist, educational consultant, formerly, Founding President of the Washington Clearing House on Women's Issues, and a member of The Advisory Board of the Washington Independent Writers, Washington, D.C.; Julian M. Smerling, Vice Chairman of the Board of Directors of Dreyfus; and Dr. David B. Truman, educational consultant and past President of Mt. Holyoke College and of the Russell Sage Foundation, Hillsdale, New York. Dreyfus' common stock is listed on the New York Stock Exchange and the Pacific Stock Exchange. As of March 31, 1994, all Dreyfus' officers and directors, in the aggregate, owned 7.3% of Dreyfus' outstanding common stock. The preceding figure includes those shares held in Dreyfus' Retirement Profit- Sharing Plan (the "Profit-Sharing Plan") for the benefit of Dreyfus' officers and directors who are vested under the Profit-Sharing Plan. Nonvested shares held in the Profit-Sharing Plan for the benefit of Dreyfus' officers and directors amounted to less than 1% of Dreyfus' outstanding common stock on March 31, 1994. Total shares held in the Profit-Sharing Plan for the benefit of all participants, including officers and directors, aggregated 4% of Dreyfus' outstanding common stock on March 31, 1994. To Dreyfus' knowledge, no stockholder beneficially owned 10% or more of its outstanding common stock on that date. An audited consolidated balance sheet of The Dreyfus Corporation and Subsidiary Companies as of December 31, 1993 is set forth as Exhibit B. EXISTING AND NEW AGREEMENTS Although not necessarily identical, the Existing and New Agreements for each Fund are substantively the same, except as noted on the relevant Fund Exhibit and except for the proposed New Agreements for Dreyfus Socially Responsible Fund and Dreyfus Third Century Fund. The notes set forth at the end of the relevant Fund Exhibit should be reviewed carefully. Each Fund's New Agreement is set forth on its Fund Exhibit and a description follows. Investment Advisory Agreements The following applies to each Fund, other than Comstock Partners Strategy Fund, Inc. For each Fund, under the terms of its New Agreement, Dreyfus is required to manage the Fund's portfolio of investments in accordance with its stated policies, subject to the approval of the Fund's Board. For certain Funds, as 5 noted on the relevant Fund's Fund Exhibit, Dreyfus has engaged a sub-investment adviser to provide day-to-day portfolio management subject to Dreyfus' supervision. As a result of the Transaction, five of these arrangements will require stockholder reapproval as described in Proposals 5, 6, 7, 8 and 9. For each of Dreyfus Socially Responsible Fund and Dreyfus Third Century Fund, its Board has determined to replace the Fund's existing sub-investment adviser, Tiffany Capital Advisors, Inc. ("Tiffany"), and has approved an increase in the rate at which Dreyfus is paid so that it equals the rate previously paid to it and Tiffany, in the aggregate, and would specifically authorize Dreyfus to engage a new sub-investment adviser, at Dreyfus' cost, to provide day-to-day portfolio management, subject to Dreyfus' supervision. Dreyfus would be required to seek stockholder approval for any sub-investment adviser it employs. Dreyfus has determined to engage NCM Capital Management Group, Inc. ("NCM") to so act. The sub-investment advisory arrangements between Dreyfus and NCM for these Funds are described in Proposals 10 and 11. Dreyfus maintains a research department with a professional staff of portfolio managers and securities analysts who provide research services for each Fund. All purchases and sales of portfolio securities by a Fund are reported for its Board's review at the meeting subsequent to such transactions. For each Fund, under the terms of its New Agreement, Dreyfus will continue to pay the salaries of all officers and employees who are employed by both it and the Fund, maintain office facilities, and furnish statistical and research data, clerical help, accounting, data processing, bookkeeping and internal auditing, legal, executive (to the extent permitted by applicable regulations) and certain other required services. All expenses incurred in the operation of a Fund are borne by the Fund, except to the extent specifically assumed by Dreyfus or some other entity. These expenses are described in the New Agreement set forth on the Fund Exhibit. For each Fund, Dreyfus has agreed that if, in any fiscal year, the aggregate expenses of the Fund, exclusive of taxes, brokerage, interest on borrowings and (with the prior written consent of the necessary state securities commissions) extraordinary expenses, but including the investment advisory fee, exceed the amount provided in its New Agreement, such Fund may deduct from the fees to be paid to Dreyfus under the New Agreement, or Dreyfus will bear, such excess expense to the extent set forth therein. Such deduction or payment, if any, will be estimated daily, and reconciled and effected or paid, as the case may be, on a monthly basis. As compensation for Dreyfus' services, each Fund has agreed to ~~pay Dreyfus~~serve as a monthly fee as set forth on its Fund Exhibit. For each Fund, except Dreyfus Socially Responsible Fund and Dreyfus Third Century Fund, the rate used to determine fees payable by it pursuant to its New Agreement is identical to the rate in its Existing Agreement. All fees and expenses are accrued daily and deducted before declaration of dividends to stockholders. For each Fund, the investment advisory fees payable, the amounts by which such fees were reduced pursuant to undertakings by Dreyfus, and the net investment advisory fees paid by such Fund for its most recent fiscal year under its Existing Agreement are set forth on its Fund Exhibit. For each Fund, its New Agreement will continue automatically for successive annual periods, provided such continuance is specifically approved at least annually by (i) such Fund's Board or (ii) vote of a majority (as defined in the Act) of such Fund's outstanding voting securities and, further provided, that in either event its continuance also is approved by a majority of such Fund's Board members who are not "interested persons" (as defined in the Act) of any party to the New Agreement, by a vote cast in person at a meeting called for the purpose of voting on such approval. For each Fund, its New Agreement may be terminated without penalty, on 60 days' notice, by its Board or by votemember of the holders of a majority of its outstanding voting securities, or, upon not less than 90 days' notice, by Dreyfus. Each New Agreement will terminate automatically in the event of its assignment (as defined in the Act). The New Agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard for its obligations thereunder, Dreyfus shall not be liable for any act or omission in the course of or in connection with the rendering of its services thereunder. New Agreements For The Dreyfus Socially Responsible Growth Fund, Inc. and The Dreyfus Third Century Fund, Inc. The following applies to both Funds. At a meeting held on May 26, 1994, each Fund's Board determined that employing another sub-investment adviser would be in the best interests of the Fund and its stockholders and would better serve to achieve the Fund's investment objectives. After such determination, the Fund's Board directed officers of the Fund to provide written notice to Tiffany to terminate the Fund's Sub-Investment Advisory Agreement with Tiffany and to provide written notice to Dreyfus to terminate the Fund's Existing Agreement. 6 At a meeting held on May 26, 1994, the Fund's Board, including a majority of the non-interested Board members, approved the entry by the Fund into its New Agreement and approved a new sub-investment advisory agreement between Dreyfus and NCM. The fee to be paid by the Fund to Dreyfus under its New Agreement will equal an annual rate of .75 of 1% of the value of the Fund's average daily net assets, which amount is equal to the combined fee previously paid to Dreyfus and Tiffany under the investment advisory and sub-advisory arrangements previously in effect. Dreyfus will pay NCM directly out of the fee it receives under its New Agreement. See Proposals 10 and 11 for a description of Dreyfus' agreement with NCM. In reaching its decision to approve the respective Fund's New Agreement, its Board considered, among other things, the nature and quality of the services previously and currently being provided by Dreyfus, and the nature of the services to be provided by Dreyfus under its New Agreement and by NCM under its agreement with Dreyfus. The Board of each Fund also considered the overall fee structure and concluded that the aggregate fee continues to be fair and reasonable to its Fund's stockholders. The New Agreement for each Fund is set forth on its Fund Exhibit. Fund stockholders should review carefully the New Agreement and the accompanying notes included at the end of the Fund Exhibit. It is proposed that the New Agreement for each of Dreyfus Socially Responsible Fund and Dreyfus Third Century Fund would become effective upon stockholder approval. The approval sought by these proxy materials also will cover the New Agreementsindicated Funds if they are deemed terminated by the Transaction. Sub-Investment Advisory Agreement For Comstock Partners Strategy Fund, Inc. The Existing and New Agreements for Comstock Partners Strategy Fund, Inc. are substantially identical except for their dates. Under the Existing Agreement for this Fund, Dreyfus manages the short-term cash and cash equivalent investments of the Fund and provides investment research and other advice regarding the Fund's portfolio. Dreyfus also provides general advice regarding economic factors and trends, including statistical and other factual information. For such services, at no cost to the Fund, Comstock Partners, Inc., the Fund's investment adviser ("Comstock Partners"), pays Dreyfus a monthly fee at an annual rate of .15% of the Fund's average daily net assets. For the fiscal year ended April 30, 1994, sub-investment advisory fees paid by Comstock Partners to Dreyfus amounted to $858,128. In connection with being retained as a sub-investment adviser to Dreyfus Capital Value Fund, Inc., Comstock Partners and Dreyfus entered into an agreement not to compete. The agreement provides that if Comstock Partners acts as an investment adviser to a registered closed-end investment company, which Comstock Partners Strategy Fund, Inc. was before it converted into an open-end investment company, Comstock Partners will pay Dreyfus a fee at the annual rate of not less than .10% of such closed-end investment company's average net assets. So long as the New Agreement for this Fund is in effect, Comstock Partners will be deemed to have satisfied its obligation to make payments with respect to Comstock Partners Strategy Fund, Inc. under such agreement not to compete. The New Agreement for Comstock Partners Strategy Fund, Inc. is set forth on its Fund Exhibit. Fund stockholders should review carefully the New Agreement and the accompanying notes included at the end of the Fund Exhibit. PORTFOLIO TRANSACTIONSelected. With respect to ~~each Fund denominated as "Money Market" on its Fund Exhibit, portfolio securities ordinarily are purchased directly from~~AF, DGIF, DIF, DILF, DMFI, DMFII, DMIF, DMMI, DRGF, DSIF and DVIF, the ~~issuer or from an underwriter or a market maker~~Nominees for the securities. Usually no brokerage commissions are paid by these Funds for such purchases. Purchases from underwriters of portfolio securities may include a concession paid by the issuer to the underwriter and the purchase price paid to, and sales price received from, market makers for the securities may reflect the spread between the bid and asked price. No brokerage commissions have been paid by any of these Funds to date. With respect to each Fund denominated as "Bond" on its Fund Exhibit, portfolio securities ordinarily are purchased from and sold to parties acting as either principal or agent. Newly-issued securities ordinarily are purchased directly from the issuer or from an underwriter; other purchases and sales usually are placed with those dealers from which it appears that the best price or execution will be obtained. Usually no brokerage commissions, as such, are paid by these Funds for such purchases and sales, although the price paid usually includes an undisclosed compensation to the dealer acting as agent. The prices paid to underwriters of newly-issued securities usually include a concession paid by the issuer 7 to the underwriter, and purchases of after-market securities from dealers ordinarily are executed at a price between the bid and asked price. No brokerage commissions have been paid by any of these Funds to date. With respect to each Fund denominated as "Equity" on its Fund Exhibit, allocation of brokerage transactions, including their frequency, is made in the investment adviser's best judgment and in a manner deemed fair and reasonable to stockholders. Brokers also are selected because of their ability to handle special executions such as are involved in large block trades or broad distributions, provided the primary consideration is met. Large block trades, in certain cases, may result from two or more clients Dreyfus might advise being engaged simultaneously in the purchase or sale of the same security. The brokerage commissions paid by each of these Funds during its last fiscal year is set forth on its Fund Exhibit. With respect to Comstock Partners Strategy Fund, Inc., Dreyfus engages in portfolio transactions only with respect to certain short-term instruments. Such portfolio transactions are conducted in the manner described above with respect to Funds denominated as "Money Market" on their Fund Exhibits. Transactions are allocated to various dealers by each Fund's Investment Officers in their best judgment. The primary consideration is prompt and effective execution of orders at the most favorable price. Subject to that primary consideration, dealers may be selected for research, statistical or other services to enable the Fund's investment adviser to supplement its own research and analysis with the views and information of other securities firms. In certain circumstances, sales of Fund shares by a broker may be taken into consideration. If during a Fund's last fiscal year, transactions in newly issued debt obligations in fixed price public offerings were directed to an underwriter or underwriters because of, among other things, research services provided, the amount of such transactions are set forth on its Fund Exhibit. Similarly, if during a Fund's last fiscal year, Dreyfus, as such Fund's investment adviser, directed the Fund's brokerage transactions to a broker or brokers because of research services provided, the amount of such transactions and related commissions are set forth on its Fund Exhibit. No brokerage commissions have been paid by a Fund to its distributor. Research services furnished by brokers through which a given Fund effects securities transactions may be used by Dreyfus (and, for Funds with sub- investment advisers, the sub-investment adviser) in advising other funds it advises and, conversely, research services furnished to Dreyfus (and, if applicable, the sub-investment adviser) by brokers in connection with other funds Dreyfus (and, if applicable, the sub-investment adviser) advises may be used by Dreyfus (and, if applicable, the sub-investment adviser) in advising that Fund. Although it is not possible to place a dollar value on these services, it is the opinion of Dreyfus that the receipt and study of such services should not reduce the overall expenses of its research department. INFORMATION ABOUT THE FUNDS' DISTRIBUTOR Dreyfus Service Corporation ("DSC"), a wholly-owned subsidiary of Dreyfus, currently acts as the exclusive distributor of each open-end Fund's shares. Each such Fund currently sells shares on a continuous basis through DSC, as agent. DSC is not obligated to sell a particular amount of shares. DSC has offices at 200 Park Avenue, New York, New York 10166. To comply with various regulatory requirements applicable as a result of the Transaction, effective upon the consummation of the Transaction, Premier Distributor, Inc., located at One Exchange Place, Boston, Massachusetts 02109, will serve as each open-end Fund's distributor (the "New Distributor"). The New Distributor is a subsidiary of Institutional Administration Services, Inc., the parent company of which is Boston Institutional Group, Inc. Institutional Administration Services, Inc. provides mutual fund administration services. Each such Fund will sell its shares on a continuous basis through the New Distributor, as agent. The New Distributor will not be obligated to sell a particular amount of shares. SHAREHOLDER SERVICES PLANS Each Fund designated on its Fund Exhibit as being subject to a "Reimbursement Plan" is subject to a Shareholder Services Plan pursuant to which the Fund has agreed to reimburse DSC an amount not to exceed an annual rate of .25 of 1% of the value of the Fund's average daily net assets for certain allocated expenses of providing personal services to, and/or maintaining accounts of, stockholders. The services provided may include personal services relating to stockholder accounts, such as answering stockholder inquiries regarding the Fund and providing reports and other 8 information, and services related to the maintenance of stockholder accounts. These Shareholder Services Plans are not adopted under Rule 12b-1 under the Act and do not require any stockholder vote. The amount each such Fund reimbursed to DSC in respect of its last fiscal year under a Shareholder Services Plan is set forth on its Fund Exhibit. LEGAL PROCEEDINGS PERTAINING TO THE TRANSACTION Class Action by Fund Stockholders On March 23, 1994, two stockholders of Dreyfus Liquid Assets, Inc. ("Dreyfus Liquid Assets") and Dreyfus Growth Opportunity Fund, Inc. ("Dreyfus Growth") filed a complaint in the Supreme Court of the State of New York, County of Queens, naming Dreyfus and DSC as defendants, and Dreyfus Liquid Assets and Dreyfus Growth, individually and as representatives of the management investment companies for which Dreyfus serves as investment adviser under the Act, as nominal defendants. The complaint is brought derivatively on behalf of Dreyfus Liquid Assets and Dreyfus Growth, individually and as representatives of The Dreyfus Family of Funds. In the complaint, the plaintiffs allege, among other things, that Dreyfus and DSC violated their fiduciary duties by receiving pecuniary benefits from the sale of their "trust offices" in connection with the Transaction. The plaintiffs allege that the Transaction would not satisfy the requirements of Section 15(f) of the Act so as to permit Dreyfus to derive a benefit from the assignment of Dreyfus' management contracts with the Funds because allegedly (i) 75% of the various Funds' Boards are not "non-interested" persons within the meaning of the Act, and (ii) the Transaction will impose an "unfair burden" on the Funds. Plaintiffs allege that many of the "non-interested" Board members serve on multiple Boards of Funds and thereby earn substantial sums of money for limited work and have close business relationships with Dreyfus, and therefore are "interested" within the meaning of the Act. The plaintiffs further allege that Dreyfus and DSC breached their respective fiduciary duties by charging the Funds excessive fees of at least $55 million, in order to maximize profits earned from the sale of the "trust offices," and by acting solely to maximize their own profits through the proposed sale of the "trust offices" to Mellon, in violation of Section 15(f) of the Act. Consequently, the plaintiffs allege that the Transaction would impose an "unfair burden" on the Funds. The action seeks, among other things, to enjoin Dreyfus and DSC from selling the profits from the "trust offices" to Mellon, or, in the event that the Transaction is consummated, a rescission or accounting of all profits earned by Dreyfus and DSC as a result of the sale of the "trust offices," unspecified compensatory damages, costs and disbursements. On April 12, 1994, defendants removed this action to the United States District Court for the Eastern District of New York. Dreyfus believes that the complaint lacks merit and intends to defend it vigorously. Class Action by Dreyfus Stockholders Six purported class action suits by six public stockholders of Dreyfus were filed in December 1993 in the Supreme Court of the State of New York, County of New York, naming Dreyfus, Mellon and the individual directors of Dreyfus as defendants. In these complaints, plaintiffs allege, among other things, that Dreyfus and its directors breached their fiduciary duties to the public stockholders of Dreyfus by agreeing to the sale of Dreyfus at a price which does not maximize stockholder value; failing to include a collar, or other form of price protection; placing the defendants' interests above those of Dreyfus' stockholders; including in the Merger Agreement a $50 million termination fee; and failing to create the conditions for an open and vigorous auction of Dreyfus. The complaint seeks injunctive relief as well as compensatory and punitive damages. Dreyfus believes that these complaints lack merit and intends to defend them vigorously. Application Filed with the SEC On December 22, 1993, six stockholders of various Funds filed an application with the SEC for a statutory determination that the "independent" Board members of the Funds are "interested" Board members within the meaning of the Act, thereby prohibiting them from voting on each Fund's New Agreement and other related matters in connection with the Transaction (the "Application"). On April 1, 1994, the SEC rejected the Application. In the Application, the applicants alleged, among other things, that (i) many of the "independent" Board members serve on multiple boards of 9 Funds, (ii) as a result of such service, such Board members earn material sums of money for very limited services, (iii) such Board members have material business or professional relationships with Dreyfus, and (iv) these Board members, therefore, are "interested." The Application further claimed that common service on multiple boards with "interested" Board members who are employees of Dreyfus renders the "independent" Board members "interested." The applicants also alleged that since the "independent" Board members of the Funds are "interested," the Board members are not qualified to make decisions on behalf of the Funds. Applicants further noted that as a result of the Transaction, the Existing Agreements will terminate. Applicants contended that truly independent Board members might well be in a position to bargain for possibly more advantageous terms in the New Agreements than had been negotiated with respect to the Existing Agreements. In the Application, applicants sought (i) a hearing before the SEC to consider the Application, (ii) discovery from Dreyfus and Mellon prior to such hearing, as such is permitted under the Administrative Procedure Act, and (iii) an order to Dreyfus to cease and desist any efforts to obtain approval by the Funds' stockholders or the Funds' Boards of the Transaction or pending the hearing and a final ruling on the Application by the SEC. The SEC determined that the Applicants did not have a right to initiate a hearing; rather, the discretion to initiate such a hearing rests with the SEC, and the SEC determined not to hold a hearing. The "independent" Board members opposed the Application on the grounds that (i) the Board members are not interested persons within the meaning of Section 2(a)(19) of the Act, and (ii) the legislative history, court and SEC decisions, and industry practice all recognize that service on multiple boards within a mutual fund complex does not render a Board member "interested" within the meaning of the Act. REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION Approval of its New Agreement with respect to each Fund will require the affirmative vote of a "majority of the outstanding voting securities" of such Fund (or Series, for Series Funds), which for this purpose means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of such Fund (or Series) or (2) 67% or more of the shares of such Fund (or Series) present at the meeting if more than 50% of the outstanding shares of such Fund (or Series) are represented at the meeting in person or by proxy (a "Majority Vote"). If the stockholders of a Fund do not approve the New Agreement, Mellon and Dreyfus nevertheless intend to proceed with the Transaction (assuming all conditions precedent, including the 90% Condition, have been satisfied or waived) and, in such case, the Fund's Existing Agreement will terminate automatically. In that event, the Fund's Board will take such further action as it may deem to be in the best interests of the Fund's stockholders. To provide for the possibility that the Transaction may be consummated before an effective stockholder vote has been received from one or more Funds, the Funds intend to apply for exemptive relief from the SEC to permit, without formal stockholder approval, (i) implementation of the New Agreements (other than for Dreyfus Socially Responsible Fund and Dreyfus Third Century Fund), (ii) continuation of the Existing Agreements for Dreyfus Socially Responsible Fund and Dreyfus Third Century Fund and (iii) implementation of the new sub- investment advisory agreements between Dreyfus and the sub-investment advisers of Dreyfus Global Bond Fund, Inc., Dreyfus International Equity Fund, Inc., Dreyfus Strategic Growth, L.P., the International Equity Portfolio of Dreyfus Variable Investment Fund and Premier Growth Fund, Inc. The requested exemption would cover an interim period of not more than 120 days (the "Interim Period") beginning on the date of consummation of the Transaction, and continuing through the date the New Agreements and sub-investment advisory agreements are approved or disapproved by the stockholders of the respective Funds. No assurance can be given that the Funds will receive the necessary regulatory approval to permit implementation of the New Agreements and new sub-investment advisory agreements or continuation of the Existing Agreements for Dreyfus Socially Responsible Fund and Dreyfus Third Century Fund during the Interim Period, although substantially similar arrangements proposed by other investment companies have received regulatory approval in the past. THE BOARD OF EACH FUND, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL. 10 PROPOSAL 2. ELECTION OF BOARD MEMBERS STOCKHOLDERS OF EACH FUND, OTHER THAN COMSTOCK PARTNERS STRATEGY FUND, INC., DREYFUS ASSET ALLOCATION FUND, INC., DREYFUS BASIC MUNICIPAL FUND, DREYFUS FLORIDA MUNICIPAL MONEY MARKET FUND, DREYFUS FOCUS FUNDS, INC., DREYFUS GLOBAL BOND FUND, INC., DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND, DREYFUS INTERNATIONAL EQUITY FUND, INC., DREYFUS PENNSYLVANIA INTERMEDIATE MUNICIPAL BOND FUND, DREYFUS VARIABLE INVESTMENT FUND, PREMIER INSURED MUNICIPAL BOND FUND AND PREMIER STATE MUNICIPAL BOND FUND, VOTE ON THIS PROPOSAL. It is proposed that stockholders of each Fund to which this Proposal relates consider the election as Board members of ~~the individuals (the "Nominees") listed in Part B of the Fund Exhibit pertaining~~these Funds are: Lynn Martin, Robin A. Melvin and Philip L. Toia. With respect to ~~their Fund. Biographical information about~~DUSTMMF, DBUSMSF, DNJMBF, DPIF, DUSTITF and DUSTLTF, the Nominees for election as Board members of these Funds are: Peggy C. Davis, Ehud Houminer and ~~other relevant information is set forth on such Fund Exhibit.~~ Martin Peretz.

The persons named inas proxies on the ~~accompanying form of~~enclosed proxy ~~intend to~~card(s) will vote ~~each such proxy "FOR"~~for the election of the Nominees unless ~~stockholders specifically indicate on their proxies the desire to withhold~~ authority to vote for ~~elections~~any or all of the Nominees is withheld in the proxy. Each Nominee elected will serve as an Independent Board member of the respective Fund commencing, subject to ~~office.~~the discretion of the Board, on or about September 1, 2012 and until his or her successor is duly elected and qualified. It is not contemplated that any Nominee will be unable to serve as a Board member for any reason, but, if that should occur prior to the ~~meeting,~~Meeting, the proxy holders ~~reserve~~will vote for such other nominee or nominees as the ~~right~~Funds' Independent Board members may recommend.

Board's Oversight Role in Management. Each Board's role in management of the Funds is oversight. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to ~~substitute another person~~the Funds, primarily Dreyfus, the Funds' investment adviser, and its affiliates, have responsibility for the day-to-day management of the Funds, which includes responsibility for risk management (including management of investment 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 ~~persons~~the Chairman of the Boards, acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including Dreyfus' Chief Investment Officer (or a senior representative of his office), the Funds' and Dreyfus' Chief Compliance Officer and portfolio management personnel. Each Board's Audit Committee (which consists of all Independent Board members) meets during its regularly scheduled and special meetings, and between meetings the Audit Committee chair is available to the Funds' independent auditors and the Funds' Chief Financial Officer. Each Board also receives periodic presentations from senior personnel of Dreyfus and its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas, such as business continuity, anti-money laundering, personal trading, valuation, credit, investment research and securities lending. As warranted, each Board also receives informational reports from the Board's independent legal counsel regarding regulatory compliance and governance matters. Each Board has adopted policies and procedures designed to address certain risks to the Funds. In addition, Dreyfus and other service providers to the Funds have adopted a variety of policies, procedures and controls designed to address particular risks to the Funds. Different processes, procedures and controls are employed with respect to different types of risks. However, it is not possible to eliminate all of the risks applicable to the Funds, and the Boards' risk management oversight is subject to inherent limitations.

Board Composition and Leadership Structure. The 1940 Act requires that at least 40% of each Fund's Board members be Independent Board members and as such not affiliated with Dreyfus. To rely on certain exemptive rules under the 1940 Act, a majority of the Funds' Board members must be Independent Board members, and for certain important matters, such as the approval of investment advisory agreements or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent Board members. Currently, all of the Funds' Board members who are expected to continue to serve as Board members from September 1, 2012, including the Chairman of the Boards, are Independent Board members. The Boards have determined that their leadership structure, in which the Chairman of the Boards is not affiliated with Dreyfus, is appropriate in light of the specific characteristics and circumstances of the Funds, including, but not limited to: (i) services that Dreyfus and its affiliates provide to the Funds and the potential conflicts of interest that could arise from these relationships; (ii) the extent to which the day-to-day operations of the Funds are conducted by Fund officers and employees of Dreyfus or its affiliates; and (iii) the Boards' oversight role in management of the Funds.

Information About the Experience, Qualifications, Attributes or Skills of Each Board Member and Nominee. The following table presents information about the current Board members and Nominees, including their principal occupations and other public company board memberships and when they became a Board member of each Fund of which they are currently a Board member. The address of each Board member and Nominee is c/o The Dreyfus Corporation, 200 Park Avenue, 8th Floor, New York, New York 10166. Information about each Board member's and Nominee's ownership of shares of the Funds and other relevant information, including information about the Funds' officers, is set forth on Exhibit A to this Proxy Statement.

Name (Age) of Board Member or Nominee Position with Funds (Since)	Principal Occupation During Past 5 Years	Other Public Company Board Memberships During Past 5 Years

Nominees for AF, DGIF, DIF, DILF, DMFI, DMFII, DMIF , DMMI, DRGF, DSIF and DVIF

Lynn Martin (72) Board Member DUSTMMF (1993) DBUSMSF (1993) DNJMBF (1993) DPIF (1993) DUSTITF (1993) DUSTLTF (1993)	President of The Martin Hall Group LLC, a human resources consulting firm (2005 – present)	AT&T, Inc., a telecommunications company, Director (1999 – 2012) Ryder System, Inc., a supply chain and transportation management company, Director (1993 – 2012) The Proctor & Gamble Co., a consumer products company, Director (1994 – 2009) Constellation Energy Group, Inc., Director (2003 – 2009) Board member of 6 funds (17 if elected at the Meeting) in The Dreyfus Family of Funds (13 portfolios and 46 if elected at the Meeting)

Robin A. Melvin (48) Board Member DUSTMMF (2011) DBUSMSF (2011) DNJMBF (2011) DPIF (2011) DUSTITF (2011) DUSTLTF (2011)	Director, Boisi Family Foundation, a private family foundation that supports organizations serving the needs of youth from disadvantaged circumstances (1995 – 2012)	Board member of 28 funds (39 if elected at the Meeting) in The Dreyfus Family of Funds (50 portfolios and 83 if elected at the Meeting)

Philip L. Toia (79) Board Member DUSTMMF (1997) DBUSMSF (1997) DNJMBF (1997) DPIF (1997) DUSTITF (1997) DUSTLTF (1997)	Private Investor	Board member of 13 funds (24 if elected at the Meeting) in The Dreyfus Family of Funds (23 portfolios and 56 if elected at the Meeting)

Nominees for DUSTMMF, DBUSMSF, DNJMBF, DPIF, DUSTITF and DUSTLTF

Peggy C. Davis (69) Board Member AF (2006) DGIF (2006) DIF (2006) DILF (2006) DMFI (2006) DMFII (2006) DMIF (2006) DMMI (2006) DRGF (2006) DSIF (2006) DVIF (2006)	Shad Professor of Law, New York University School of Law (1983 – present)	Board member of 22 funds (28 if elected at the Meeting) in The Dreyfus Family of Funds (50 portfolios and 63 if elected at the Meeting)

Martin Peretz (72) Board Member AF (2006) DGIF (1991) DIF (2006) DILF (1993) DMFI (2006) DMFII (2006) DMIF (2006) DMMI (1974) DRGF (1971) DSIF (2006) DVIF (1990)	Editor-in-Chief Emeritus of The New Republic Magazine (2010 – present) (previously, Editor-in-Chief, 1974 – 2010)	TheStreet.com, a financial information service on the web, Director (1996 – present) Board member of 11 funds (17 if elected at the Meeting) in The Dreyfus Family of Funds (33 portfolios and 46 if elected at the Meeting)

Ehud Houminer (71) Board Member AF (1993) DGIF (2006) DIF (1996) DILF (2006) DMFI (2003) DMFII (2003) DMIF (1996) DMMI (2006) DRGF (2006) DSIF (1996) DVIF (2006)	Executive-in-Residence at the Columbia Business School, Columbia University (1992 – present)	Avnet, Inc., an electronics distributor, Director (1993 – present) Board member of 26 funds (32 if elected at the Meeting) in The Dreyfus Family of Funds (60 portfolios and 73 if elected at the Meeting)

Current Board Members for all Funds

Joseph S. DiMartino (68) Chairman of the Boards AF (1995) DUSTMMF (1995) DBUSMSF (1995) DGIF (1995) DIF (1995) DILF (1995) DMFI (2003) DMFII (2003) DMIF (1995) DMMI (1995) DNJMBF (1995) DPIF (1995) DRGF (1995) DSIF (1995) DUSTITF (1995) DUSTLTF (1995) DVIF (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) Board member of 72 funds in The Dreyfus Family of Funds (156 portfolios)

David P. Feldman (72) Board Member AF (1996) DUSTMMF (1987) DBUSMSF (1987) DGIF (1994) DIF (1989) DILF (1994) DMFI (2003) DMFII (2003) DMIF (1989) DMMI (1994) DNJMBF (1987) DPIF (1991) DRGF (1994) DSIF (1996) DUSTITF (1987) DUSTLTF (1987) DVIF (1994)	Corporate Director and Trustee	BBH Mutual Funds Group (4 registered mutual funds), Director (1992 – present) QMed, Inc., a healthcare company, Director (1999 – 2007) Board member of 17 funds in The Dreyfus Family of Funds (46 portfolios)

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

·	Joseph S. DiMartino – Mr. DiMartino has been the Chairman of the Boards of the funds in The Dreyfus Family of Funds for over 15 years. From 1971 through 1994, Mr. DiMartino served in various roles as an employee of Dreyfus (prior to its acquisition by a predecessor of The Bank of New York Mellon Corporation ("BNY Mellon") in August 1994 and related management changes), including portfolio manager, President, Chief Operating Officer and a director. He ceased being an employee or director of Dreyfus by the end of 1994. From July 1995 to November 1997, Mr. DiMartino served as Chairman of the Board of The Noel Group, a public buyout firm; in that capacity, he helped manage, acquire, take public and liquidate a number of operating companies. From 1986 to 2010, Mr. DiMartino served as a Director of the Muscular Dystrophy Association.

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

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

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

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

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

·	Dr. Martin Peretz – Dr. Peretz is the Editor-in-Chief Emeritus of The New Republic and was Editor-in-Chief from 1974 until 2010. Dr. Peretz is also the co-founder and a director of TheStreet.com. Previously, Dr. Peretz was a member of the faculty of Harvard University from 1966 through 2002. He currently serves on the boards of a number of significant non-profit organizations.

·	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 and 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 director of Dreyfus. He ceased all roles at Dreyfus by 1997. Prior to joining Dreyfus, Mr. Toia served as Group Executive for Public Finance at Chase Manhattan Bank, managing its investment banking group and its tax-exempt underwriting, trading and sales departments. He also served on the Board of Directors of Chase Manhattan Bank, Delaware. In addition, from 1975 through 1977, Mr. Toia served as Deputy Mayor for Finance for the City of New York.

Evaluation of Potential Nominees/Diversity. In addition to the general experience, qualifications, attributes or skills described above, a Fund's Nominating Committee (see "Fund Board Committees" below) may consider whether a potential nominee's professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board's membership and collective attributes. Such considerations will vary based on the Board's existing membership and other factors, such as the strength of a potential nominee's overall qualifications relative to diversity considerations. The Funds' Nominating Committee Charter contains certain other factors considered by the Committee in identifying and evaluating potential nominees (including any nominees recommended by shareholders as provided in the Nominating Committee Charter). A copy of the Funds' Nominating Committee Charter and Procedures is not available on the Funds' or Dreyfus' website, but is attached as Exhibit B to this Proxy Statement.

Compensation. Each Fund typically pays its Board members its allocated portion of an annual retainer and a fee per meeting attended for the Fund and other funds in The Dreyfus Family of Funds, and reimburses them for their expenses. The Chairman of the Boards receives an additional 25% of such compensation, and the Chairman of the Audit Committee of AF, DGIF, DIF, DILF, DMFI, DMFII, DMIF, DMMI, DRGF, DSIF and DVIF receives an additional $15,000 per annum. For information on the amount of compensation paid to each current Board member by a Fund for the Fund's last fiscal year, and paid by all funds in The Dreyfus Family of Funds for which such person was a Board member for the year ended December 31, 2011, see Exhibit A to this Proxy Statement.

Board Member Emeritus Program. The Boards have adopted an Emeritus Program to provide Board members who have served on the Board of one or more funds in The Dreyfus Family of Funds for an extended period of time and who have attained a certain age a means for assuming a less demanding role with the Fund while maintaining an ongoing relationship with the Fund. The Boards have determined that the continued wise guidance and input such experienced Board members can provide merited the establishment of the Program. Under the Board Member Emeritus Program, for a Board member whose first service on the Board of any fund in The Dreyfus Family of Funds occurred before September 30, 2008, upon reaching age 72, such Board member is entitled to elect Emeritus status with respect to each Fund if he or she has ~~consented~~served on the Board of a Fund for at least 10 years. Upon reaching age 80, Emeritus status is mandatory and becomes effective immediately, unless the Board member chooses to ~~being named in this proxy statement and~~retire at that time. The 10-year pre-requisite for service as a Fund Board member will be waived for a Board member who reaches age 80 but has ~~agreed to serve~~not served as a Board member of a Fund for at least 10 years. For a Board member whose first service on the Board of any fund in The Dreyfus Family of Funds occurs after September 30, 2008, upon reaching age 72, such Board member is entitled to elect Emeritus status with respect to each Fund if ~~elected. If~~he or she has served on the ~~Transaction~~Board of a Fund for at least 5 years. Upon reaching age 75, Emeritus status is ~~consummated,~~mandatory and becomes effective immediately, unless the Board member chooses to ~~comply~~retire at that time. The 5-year pre-requisite for service as a Fund Board member will not be waived and any such Board member who reaches age 75 but has not served as a Board member of a Fund for at least 5 years will be required to retire at that time.

An Emeritus Board member is permitted to serve as such for a maximum of 10 years from the date Emeritus status is achieved. An Emeritus Board member: (i) does not have voting rights with ~~then applicable bank regulatory requirements, each Nominee who currently~~respect to matters pertaining to a Fund, and is relieved of all formal responsibilities with respect to the Fund; (ii) may attend all Board meetings, but is under no fiduciary obligation with respect to a ~~director, officer or employee~~Fund; (iii) is not subject to election by Fund shareholders; and (iv) is eligible to be indemnified to the fullest extent permitted under a Fund's governing documents, as amended from time to time.

Emeritus Board members are entitled to receive an annual retainer of ~~Dreyfus or any subsidiary or affiliate, other than David W. Burke (who has advised that he will resign from his offices~~one-half the amount paid as a retainer at the time the Board member achieves Emeritus status and one-half the per meeting attendance fee in ~~Dreyfus upon consummation~~effect on the date of the ~~Transaction) as respects certain~~meeting attended by the Emeritus Board member (the "Emeritus Fee"). For a Board member whose first service on the Board of any fund in The Dreyfus Family of Funds occurs after September 30, 2008, he or she will ~~resign~~receive 50% of the Emeritus Fee, plus an additional 10% of the Emeritus Fee for each year of service between six and ten years as a Board member. ~~Similarly, to comply~~Emeritus Board members are reimbursed for reasonable expenses incurred in connection with ~~bank regulatory requirements, each~~ attending Board meetings.

Fund officer listed in Part B of the Fund Exhibit who is a director, officer or employee of Dreyfus or any subsidiary or affiliate will resign as an officer of the Fund if the Transaction is consummated. Employees of the New Distributor will serve as Fund officers, other than the Investment Officers. The Fund's Investment Officers will remain the same. Except as provided on the Fund Exhibit, none of the Funds has a standing audit or compensation committee or any committees performing similar functions. The audit committee, where appointed, of a Fund reviews the Fund's financial statements and other audit-related matters as they arise throughout the year. Except as provided on its Fund Exhibit, eachBoard Committees. Each Fund has a standing ~~nominating committee~~Audit Committee, Nominating Committee and Compensation Committee, each of which is comprised of ~~its~~the Fund's Independent Board ~~members who are not "interested persons"~~members. Each Fund, except DUSTMMF, DMMI and DVIF – Money Market Portfolio, also has a Pricing Committee comprised of any one or more of the ~~Fund,~~Board members, the function of which is to ~~select and nominate all candidates who are not "interested persons" for election to~~assist in valuing the Fund's ~~Board. Except as set forth~~investments. For information on its Fund Exhibit, Board members and officers of a Fund, in the aggregate, owned less than 1% of such Fund's outstanding shares. REMUNERATION OF BOARD MEMBERS, OFFICERS AND OTHERS The Funds do not pay any remuneration to their officers and Board members, other than fees and expenses to Board members who are not officers, directors, employees or holders of 5% or more of the outstanding voting securities of Dreyfus. The Funds typically pay Board members an annual retainer and a per meeting fee and reimburse them for their expenses. For each Fund's most recent fiscal year, 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.

Each Fund's Nominating Committee is responsible for selecting and nominating persons as members of the Board ~~meetings that were held, the schedule of fees payable~~for election or appointment by the Board and for election by shareholders. In evaluating potential nominees, including any nominees recommended by shareholders, the Nominating Committee takes into consideration various factors listed in the Nominating Committee Charter, including character and integrity and 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 include information regarding the recommended nominee as specified in the Nominating Committee Charter.

The function of each Fund's Compensation Committee is to ~~Board members and~~establish the ~~amount of fees and expenses received by Board members as a group are set forth~~appropriate compensation for serving on ~~its Fund Exhibit. REQUIRED VOTE~~ the Board.

Required Vote

For each Fund, the election of ~~each of the Nominees listed in Part B of its Fund Exhibit~~a Nominee requires the affirmative vote of a plurality of ~~the~~ votes cast at the ~~Fund's meeting. 11~~ ~~PROPOSAL 3. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS STOCKHOLDERS OF EACH FUND, OTHER THAN COMSTOCK PARTNERS STRATEGY FUND, INC., VOTE ON THIS PROPOSAL.~~ 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 ~~auditors~~registered public accounting firm (the "independent auditors") be selected by a majority of ~~those~~the Independent Board members ~~who are not "interested persons" (as defined in the Act)~~ of the ~~Fund and that~~Fund. One of the ~~employment~~purposes of ~~such~~each Fund's Audit Committee is to recommend to the Fund's Board the selection, retention or termination of the independent auditors ~~be conditioned on~~for the ~~right of the Fund, by vote of a majority of its outstanding securities at any meeting called for that purpose, to terminate such employment forthwith without penalty.~~Fund. Each Fund's Audit Committee recommended, and each Fund's Board, including a majority of its Independent Board members, ~~who are not "interested persons" of such Fund,~~ approved, the selection of Ernst & Young ~~(the "Auditors"~~LLP ("Ernst & Young") ~~for~~as such Fund's ~~current fiscal year at a Board meeting held on the date set forth on its Fund Exhibit. The selection by the Board of the Auditors as~~ independent auditors for the Fund's current fiscal ~~year is submitted to the stockholders for ratification. Apart from its fees as independent auditors and certain consulting fees, neither the Auditors nor any~~year. Representatives of its partners has a direct, or material indirect, financial interest in any Fund or Dreyfus. The Auditors, a major international independent accounting firm, have been the auditors of each Fund since its inception (except General New York Municipal Bond Fund, Inc. for which they have been auditors since November 1, 1987). Each Fund's Board believes that the continued employment of the services of the Auditors for the current fiscal year would be in the Fund's best interests. A representative of the Auditors isErnst & Young are expected to be present at ~~each Fund's meeting~~the Meeting and will have ~~the~~an opportunity to make a statement (if the representatives so desire) and ~~will be available~~ to respond to appropriate questions. EACH FUND'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF THE AUDITORS AS INDEPENDENT AUDITORS OF THE FUND. PROPOSAL 4. APPROVAL OF RULE 12B-1 PLANS ONLY THE STOCKHOLDERS OF FUNDS CURRENTLY SUBJECT TO RULE 12B-1 PLANS VOTE ON THIS PROPOSAL. INTRODUCTION Rule 12b-1 (the "Rule"), adopted

Information regarding the audit and non-audit fees that the Funds were billed by their independent auditors for the ~~SEC under the Act, provides, among other things, that an investment company may bear expenses of distributing its shares only pursuant~~Funds' last two fiscal years is set forth in Exhibit A to a plan (a "12b-1 Plan") adopted in accordance with the Rule. Four different types of 12b-1 Plans are in effect with respect to the Funds. Each type is described below. The Fund Exhibit indicates the type of 12b-1 Plan, if any, to which each Fund is subjectthis Proxy Statement.

Investment Adviser, Distributor and the amount each such Fund has paid under its 12b-1 Plan during its last fiscal year. To comply with various regulatory requirements applicable as a result of the Transaction, it is proposed that, effective upon the consummation of the Transaction, each of the 12b-1 Plans be amended as described below. The principal change results from the appointment of theTransfer Agent

Dreyfus, located at 200 Park Avenue, New ~~Distributor to replace DSC~~York, New York 10166, serves as each Fund's distributor and the payment to it of certain amounts under the 12b-1 Plans. In no case is the rate a Fund pays under its 12b-1 Plan proposed to be increased. A form of proposed 12b-1 Plan (each, a "New Plan") applicable to each Fund currently subject to a Rule 12b-1 Plan is included as a part of its Fund Exhibit. Stockholders should review the Fund Exhibit to determine the type of 12b-1 Plan, if any, applicable to their Funds and review the applicable section below that describes the relevant 12b-1 Plan. TYPE 1 PLANS Existing Plan. Each Fund adopting this type of Rule 12b-1 Plan pays DSC for advertising, marketing and distributing the Fund's shares and for Servicing (as defined below) at the annual rate set forth on its Fund Exhibit. Under the 12b- 1 Plan, DSC makes payments to certain financial institutions, securities dealers and other industry professionals (collectively, "Service Agents") for administration, for servicing Fund stockholders who also are their clients and/or for distribution. Service Agents receive such fees in respect of the average daily value of the Fund's shares owned by stockholders for whom the Service Agent performs Servicing or for whom the Service Agent is the dealer or holder of record. The 12b-1 Plan also provides that Dreyfus may pay Service Agents for Servicing out of its management fee, its past profits or any other source available to it. The fees payable to DSC under the 12b-1 Plan for advertising, marketing 12 and distributing the Fund's shares and for payments to Service Agents are payable without regard to actual expenses incurred. Proposed New Plan. Each Fund that had adopted a Type 1 Plan has adopted a New Plan, subject to stockholder approval, under which it will (a) reimburse the New Distributor for payments to third parties for distributing the Fund's shares and servicing stockholder accounts and (b) pay Dreyfus, DSC or any affiliate for advertising and marketing relating to the Fund and for servicing stockholder accounts. Certain ancillary costs are borne pursuant to the New Plan. See "Applicable to Type 1 Plans, Certain Type 2 Plans and Type 3 Plans-- Ancillary Costs" below. The rate payable by each Fund under its New Plan is the same as it pays under its existing 12b-1 Plan. Under the New Plan, the New Distributor, Dreyfus and DSC are permitted to pay Service Agents. TYPE 2 PLANS Existing Plan. Each Fund adopting this type of 12b-1 Plan pays DSC for advertising, marketing and distributing Fund shares at the annual rate set forth on its Fund Exhibit. Under the 12b-1 Plan, DSC may make payments to Service Agents in respect of these services. Service Agents receive such fees in respect of the average daily value of Fund shares owned by their clients. The fees payable to DSC under the 12b-1 Plan for advertising, marketing and distributing Fund shares and for payments to Service Agents are payable without regard to actual expenses. As indicated on the Fund Exhibit, some of the Funds have adopted this type of 12b-1 Plan only with respect to their Class B shares. Each of these Funds also has adopted a Shareholder Services Plan (which is not subject to the Rule) under which the Fund pays DSC for the provision of certain services to Fund stockholders a fee at the annual rate of .25 of 1% of the value of the Fund's average daily net assets. The services provided may include personal services relating to stockholder accounts, such as answering stockholder inquiries regarding the Fund and providing reports and other information, and services related to the maintenance of stockholder accounts. DSC may make payments to Service Agents in respect of these services. DSC determines the amounts to be paid to Service Agents. The Shareholder Services Plan is not subject to stockholder vote. The amount each such Fund paid under its Shareholder Services Plan during its last fiscal year is set forth on its Fund Exhibit. Proposed New Plan. Each of Dreyfus Asset Allocation Fund, Inc., Dreyfus Focus Funds, Inc., Dreyfus Global Bond Fund, Inc. and Dreyfus International Equity Fund, Inc. has adopted a New Plan, subject to stockholder approval, under which it would (a) reimburse the New Distributor for payments to third parties for distributing the Fund's shares and (b) pay Dreyfus, DSC or any affiliate for advertising and marketing relating to the Fund. Certain ancillary costs are borne pursuant to the New Plan. See "Applicable to Type 1 Plans, Certain Type 2 Plans and Type 3 Plans--Ancillary Costs" below. The rate payable by each Fund under its New Plan is the same as it pays under its existing 12b-1 Plan. Under the New Plan, the New Distributor may pay third parties in respect of distribution services. Each of Dreyfus Capital Value Fund (A Premier Fund), Premier Global Investing, Dreyfus Strategic Investing, Premier Growth Fund, Inc., Premier Insured Municipal Bond Fund, Premier State Municipal Bond Fund, Premier California Municipal Bond Fund, Premier GNMA Fund, Premier New York Municipal Bond Fund and Premier Municipal Bond Fund has adopted a New Plan, subject to stockholder approval, under which it would pay the New Distributor for distributing the Fund's Class B shares a fee at the annual rate set forth on its Fund Exhibit. The rate payable by each Fund under its New Plan is the same as each Fund pays under its existing 12b-1 Plan. TYPE 3 PLANS (Only Dreyfus Appreciation Fund, Inc., General Governmentinvestment adviser.

MBSC Securities Money Market Fund, Inc. and General Money Market Fund, Inc.) Existing Plan. Each Fund adopting this type of 12b-1 Plan directly bears the costs of preparing, printing and distributing prospectuses and statements of additional information and of implementing and operating the 12b-1 Plan. In addition, DSC has entered into service agreements with Service Agents who receive fees in respect of the Fund's shares owned by stockholders for whom the Service Agent is the dealer or holder of record, or for whom the Service Agent performs Servicing. These fees are paid: first, in amounts to be reimbursed by the Fund to Dreyfus or DSC, and described in the next sentence; and next, by Dreyfus out of its investment advisory fee, its past profits or any other source available to it. The Fund reimburses Dreyfus or DSC, as the case may be, for payments made to a Service Agent at the annual 13 rate set forth on the Fund Exhibit of the average daily value of the Fund shares owned by clients of such Service Agent during the period payments for Servicing are being made to it. DSC is entitled to receive a similar fee for Servicing in respect of stockholders that cease being clients of a Service Agent. The fees payable for Servicing are payable without regard to actual expenses incurred. Proposed New Plan. Each Fund that had adopted a Type 3 Plan has adopted a New Plan, subject to stockholder approval, under which (a) the New Distributor would pay for distributing the Fund's shares and servicing stockholder accounts and (b) Dreyfus, DSC or any affiliate would pay for servicing stockholder accounts. Each would be reimbursed by the Fund at the same aggregate annual rate as under the existing 12b-1 Plan. Certain ancillary costs are borne pursuant to the New Plan. See "Applicable to Type 1 Plans, Certain Type 2 Plans and Type 3 Plans--Ancillary Costs" below. Under the New Plan, the New Distributor, Dreyfus and DSC are permitted to pay Service Agents and DSC is permitted to be a Service Agent and be reimbursed by the New Distributor. TYPE 4 PLANS (Only Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management, Dreyfus Institutional Short Term Treasury Fund, Dreyfus Municipal Cash Management Plus, Dreyfus New York Municipal Cash Management, Dreyfus Tax Exempt Cash Management, Dreyfus Treasury Cash Management and Dreyfus Treasury Prime Cash Management) Existing Plan. Each Fund adopting this type of 12b-1 Plan pays DSC, out of the assets attributable to its Class B shares only, for advertising, marketing and distributing Class B shares and for the provision of certain services to the holders of Class B shares a fee at the annual rate of .25 of 1% of the value of the average daily net assets of Class B. The services provided may include personal services relating to stockholder accounts, such as answering stockholder inquiries regarding the Fund and providing reports and other information, and services related to the maintenance of such stockholder accounts. Under the 12b-1 Plan, DSC may make payments to Service Agents in respect of these services. DSC determines the amounts to be paid to Service Agents. The fees payable to DSC under the 12b-1 Plan for advertising, marketing and distributing Class B shares and for payments to Service Agents are payable without regard to actual expenses incurred. Proposed New Plan. Each Fund that had adopted a Type 4 Plan has adopted a New Plan, subject to stockholder approval, under which the Fund would (a) reimburse the New Distributor for payments to third parties for distributing the Fund's Class B shares and (b) pay Dreyfus, DSC or any affiliate for advertising or marketing relating to the Fund's Class B shares and for providing certain services relating to Class B stockholder accounts, such as answering stockholder inquiries regarding the Fund and providing reports and other information, and services relating to the maintenance of stockholder accounts. The rate payable by each Fund under its New Plan is the same as it pays under its existing 12b-1 Plan. Under the New Plan, the New Distributor, Dreyfus and DSC are permitted to pay Service Agents. APPLICABLE TO TYPE 1 PLANS AND TYPE 3 PLANS Servicing may include, among other things, one or more of the following: answering client inquiries regarding the Fund; assisting clients in changing dividend options, account designations and addresses; performing subaccounting; establishing and maintaining stockholder accounts and records; processing purchase and redemption transactions; investing client cash account balances automatically in Fund shares; providing periodic statements showing a client's account balance and integrating such statements with those of other transactions and balances in the client's other accounts serviced by the Service Agent; arranging for bank wires; and such other services as the Fund may request, to the extent the Service Agent is permitted by applicable statute, rule or regulation. APPLICABLE TO TYPE 1 PLANS, CERTAIN TYPE 2 PLANS AND TYPE 3 PLANS--ANCILLARY COSTS (Applicable to Existing and New Plans for each Fund subject to a Type 1 Plan or a Type 3 Plan and for each of Dreyfus Asset Allocation Fund, Inc., Dreyfus Focus Funds, Inc., Dreyfus Global Bond Fund, Inc. and Dreyfus International Equity Fund, Inc.) The Fund bears the costs of preparing and printing prospectuses and statements of additional information used for regulatory purposes and for distribution to existing Fund stockholders. Under the 12b-1 Plan, the Fund or a particular Class, as the case may be, bears (a) the costs of preparing, printing and distributing prospectuses and statements of 14 additional information used for other purposes and (b) the costs associated with implementing and operating the 12b-1 Plan, the aggregate of such amounts not to exceed in any fiscal year of the Fund the greater of $100,000 or .005 of 1% of the value of the average daily net assets of the Fund or Class for such fiscal year. REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION Approval of the New Plan with respect to each Fund, except Funds adopting a New Plan with respect to a particular Class of shares only, will require a Majority Vote. For Funds adopting a New Plan with respect to a particular Class of shares only, approval of the New Plan will require a Majority Vote of only that Class of shares. If the stockholders of a Fund do not approve its New Plan, that Fund's Board would consider alternative distribution arrangements for the Fund. In that event, the Fund's Board will take such further action as it may deem to be in the best interests of the Fund's stockholders. THE BOARD OF EACH FUND, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL. PROPOSAL 5. APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT FOR DREYFUS GLOBAL BOND FUND, INC. ONLY THE STOCKHOLDERS OF DREYFUS GLOBAL BOND FUND, INC. VOTE ON THIS PROPOSAL. Dreyfus serves as investment adviser to Dreyfus Global Bond Fund, Inc. ("DGBF") under an Existing Agreement described under Proposal 1. It has engaged M&G Investment Management Limited ("M&G"Corporation (the "Distributor"), located at Three Quays Tower Hill, London EC3R 6BQ, England, to serve as DGBF's sub-investment adviser under a sub-investment advisory agreement (the "Existing DGBF Agreement"). As of March 31, 1994, M&G managed approximately $20.9 billion in assets. The Existing DGBF Agreement provides, in relevant part, for its automatic termination if Dreyfus' Existing Agreement in respect of DGBF terminates, which will occur if the Transaction is consummated. Accordingly, at the Board meeting at which DGBF's New Agreement was considered, DGBF's Board considered the approval of a sub-investment advisory agreement identical to the Existing DGBF Agreement (the "New DGBF Agreement"), except with respect to its date. A copy of the New DGBF Agreement is set forth on DGBF's Fund Exhibit. The New DGBF Agreement provides that M&G, subject to Dreyfus' supervision and approval, will provide investment advisory assistance and the day-to-day management of DGBF's investments, as well as investment research and statistical information. The fee payable under the New DGBF Agreement is the same as in the Existing DGBF Agreement. For the period from March 18, 1994 (commencement of operations) through April 30, 1994, no sub-investment advisory fee was paid by Dreyfus to M&G under the Existing DGBF Agreement pursuant to an undertaking in effect. The following persons are officers and/or directors of M&G: Laurence E. Linaker, Chairman of the Board of Directors; David L. Morgan, Managing Director and a director; John P. Allard, John W. Boeckmann, Gordon P. Craig, Robert A.R. Hayes, Richard S. Hughes, David J. Hutchins, Peter D. Jones, James R.D. Korner, Michael G.A. McLintock, Ewen A. Macpherson, Paul R. Marsh, Nigel D. Morrison, Roger D. Nightinghale, Paul D.A. Nix, William J. Nott, Neil A. Pegrum, Duncan N. Robertson, J. Christopher Whitaker, directors; and Anthony J. Ashplant, Secretary. An audited consolidated balance sheet of M&G as of September 30, 1993 is included in DGBF's Fund Exhibit. DGBF's portfolio transactions are undertaken as described in Proposal 1. REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION A Majority Vote is required to approve the New DGBF Agreement. The consequence of failure to obtain the requisite vote is as set forth in Proposal 1. 15 DGBF'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL. PROPOSAL 6. APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT FOR DREYFUS INTERNATIONAL EQUITY FUND, INC. ONLY THE STOCKHOLDERS OF DREYFUS INTERNATIONAL EQUITY FUND, INC. VOTE ON THIS PROPOSAL. Dreyfus serves as investment adviser to Dreyfus International Equity Fund, Inc. ("DIEF") under an Existing Agreement described under Proposal 1. It has engaged M&G Investment Management Limited ("M&G"), located at Three Quays Tower Hill, London EC3R 6BQ, England, to serve as DIEF's sub-investment adviser under a sub-investment advisory agreement (the "Existing DIEF Agreement"). As of March 31, 1994, M&G managed approximately $20.9 billion in assets. The Existing DIEF Agreement provides, in relevant part, for its automatic termination if Dreyfus' Existing Agreement in respect of DIEF terminates, which will occur if the Transaction is consummated. Accordingly, at the Board meeting at which DIEF's New Agreement was considered, DIEF's Board considered the approval of a sub-investment advisory agreement identical to the Existing DIEF Agreement (the "New DIEF Agreement"), except with respect to its date. A copy of the New DIEF Agreement is set forth on DIEF's Fund Exhibit. The New DIEF Agreement provides that M&G, subject to Dreyfus' supervision and approval, will provide investment advisory assistance and the day-to-day management of DIEF's investments, as well as investment research and statistical information. The fee payable under the New DIEF Agreement is the same as in the Existing DIEF Agreement. For the period from June 29, 1993 (commencement of operations) through March 31, 1994, Dreyfus paid M&G $205,451 under the Existing DIEF Agreement. The following persons are officers and/or directors of M&G: Laurence E. Linaker, Chairman of the Board of Directors; David L. Morgan, Managing Director and a director; John P. Allard, John W. Boeckmann, Gordon P. Craig, Robert A.R. Hayes, Richard S. Hughes, David J. Hutchins, Peter D. Jones, James R.D. Korner, Michael G.A. McLintock, Ewen A. Macpherson, Paul R. Marsh, Nigel D. Morrison, Roger D. Nightinghale, Paul D.A. Nix, William J. Nott, Neil A. Pegrum, Duncan N. Robertson, J. Christopher Whitaker, directors; and Anthony J. Ashplant, Secretary. An audited consolidated balance sheet of M&G as of September 30, 1993 is included in DIEF's Fund Exhibit. DIEF's portfolio transactions are undertaken as described in Proposal 1. REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION A Majority Vote is required to approve the New DIEF Agreement. The consequence of failure to obtain the requisite vote is as set forth in Proposal 1. DIEF'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL. PROPOSAL 7. APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT FOR DREYFUS STRATEGIC GROWTH, L.P. ONLY THE STOCKHOLDERS OF DREYFUS STRATEGIC GROWTH, L.P. VOTE ON THIS PROPOSAL. Dreyfus serves as investment adviser to Dreyfus Strategic Growth, L.P. ("DSG") under an Existing Agreement described under Proposal 1. It has engaged Osprey Funds Management, a Maryland Limited Partnership (formerly Baltimore Street Capital V Limited Partnership) ("OFM"), located at 300 East Lombard Street, Suite 1420, Baltimore, 16 Maryland 21202, to serve as DSG's sub-investment adviser under a sub-investment advisory agreement (the "Existing DSG Agreement"). As of March 31, 1994, OFM managed approximately $164 million in assets. The Existing DSG Agreement provides, in relevant part, for its automatic termination if Dreyfus' Existing Agreement in respect of DSG terminates, which will occur if the Transaction is consummated. Accordingly, at the Board meeting at which DSG's New Agreement was considered, DSG's Board considered the approval of a sub-investment advisory agreement identical to the Existing DSG Agreement (the "New DSG Agreement"), except with respect to its date. A copy of the New DSG Agreement is set forth on DSG's Fund Exhibit. The New DSG Agreement provides that OFM, subject to Dreyfus' supervision and approval, will provide investment advisory assistance and the day-to-day management of DSG's investments, as well as investment research and statistical information. The fee payable under the New DSG Agreement is the same as in the Existing DSG Agreement. For the period from January 1, 1994 (the date OFM was engaged) through May 5, 1994, Dreyfus paid OFM $32,662 under the Existing DSG Agreement. The sole officer of OFM is Robert K. Jermain. The general partners of OFM are Alex. Brown Management Services, Inc. and Mako Investments, Inc., whose President is Mr. Jermain. An audited balance sheet of OFM as of December 31, 1993 is included in DSG's Fund Exhibit. DSG's portfolio transactions are undertaken as described in Proposal 1. REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION A Majority Vote is required to approve the New DSG Agreement. The consequence of failure to obtain the requisite vote is as set forth in Proposal 1. DSG'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL. PROPOSAL 8. APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT FOR DREYFUS VARIABLE INVESTMENT FUND'S INTERNATIONAL EQUITY PORTFOLIO ONLY THE STOCKHOLDERS OF DREYFUS VARIABLE INVESTMENT FUND'S INTERNATIONAL EQUITY PORTFOLIO VOTE ON THIS PROPOSAL. Dreyfus serves as investment adviser to Dreyfus Variable Investment Fund's International Equity Portfolio ("IEP") under an Existing Agreement described under Proposal 1. It has engaged M&G Investment Management Limited ("M&G"), located at Three Quays Tower Hill, London EC3R 6BQ, England, to serve as IEP's sub-investment adviser under a sub-investment advisory agreement (the "Existing IEP Agreement"). As of March 31, 1994, M&G managed approximately $20.9 billion in assets. The Existing IEP Agreement provides, in relevant part, for its automatic termination if Dreyfus' Existing Agreement in respect of IEP terminates, which will occur if the Transaction is consummated. Accordingly, at the Board meeting at which IEP's New Agreement was considered, Dreyfus Variable Investment Fund's Board considered the approval of a sub-investment advisory agreement identical to the Existing IEP Agreement (the "New IEP Agreement"), except with respect to its date. A copy of the New IEP Agreement is set forth on Dreyfus Variable Investment Fund's Fund Exhibit for IEP. The New IEP Agreement provides that M&G, subject to Dreyfus' supervision and approval, will provide investment advisory assistance and the day-to-day management of IEP's investments, as well as investment research and statistical information. 17 The fee payable under the New IEP Agreement is the same as in the Existing IEP Agreement. IEP commenced operations on May 2, 1994 and no sub-investment advisory fee had been paid by Dreyfus to M&G under the Existing IEP Agreement pursuant to an undertaking in effect. The following persons are officers and/or directors of M&G: Laurence E. Linaker, Chairman of the Board of Directors; David L. Morgan, Managing Director and a director; John P. Allard, John W. Boeckmann, Gordon P. Craig, Robert A.R. Hayes, Richard S. Hughes, David J. Hutchins, Peter D. Jones, James R.D. Korner, Michael G.A. McLintock, Ewen A. Macpherson, Paul R. Marsh, Nigel D. Morrison, Roger D. Nightinghale, Paul D.A. Nix, William J. Nott, Neil A. Pegrum, Duncan N. Robertson, J. Christopher Whitaker, directors; and Anthony J. Ashplant, Secretary. An audited consolidated balance sheet of M&G as of September 30, 1993 is included in Dreyfus Variable Investment Fund's Fund Exhibit for IEP. IEP's portfolio transactions are undertaken as described in Proposal 1. REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION A Majority Vote is required to approve the New IEP Agreement. The consequence of failure to obtain the requisite vote is as set forth in Proposal 1. DREYFUS VARIABLE INVESTMENT FUND'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL. PROPOSAL 9. APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT FOR PREMIER GROWTH FUND, INC. ONLY THE STOCKHOLDERS OF PREMIER GROWTH FUND, INC. VOTE ON THIS PROPOSAL. Dreyfus serves as investment adviser to Premier Growth Fund, Inc. ("PGF") under an Existing Agreement described under Proposal 1. It has engaged Fayez Sarofim & Co. ("Sarofim"), located at Two Houston Center, Suite 2907, Houston, Texas 77010, to serve as PGF's sub-investment adviser under a sub-investment advisory agreement (the "Existing PGF Agreement"). As of December 31, 1993, Sarofim managed approximately $24 billion in assets for three investment companies and numerous separate discretionary accounts. The Existing PGF Agreement provides, in relevant part, for its automatic termination if Dreyfus' Existing Agreement in respect of PGF terminates, which will occur if the Transaction is consummated. Accordingly, at the Board meeting at which PGF's New Agreement was considered, PGF's Board considered the approval of a sub-investment advisory agreement identical to the Existing PGF Agreement (the "New PGF Agreement"), except with respect to its date. A copy of the New PGF Agreement is set forth on PGF's Fund Exhibit. The New PGF Agreement provides that Sarofim, subject to Dreyfus' supervision and approval, will provide investment advisory assistance and the day-to-day management of PGF's investments, as well as investment research and statistical information. The fee payable under the New PGF Agreement is the same as in the Existing PGF Agreement. For the period from July 15, 1993 (commencement of operations) through May 3, 1994, no sub-investment advisory fee was paid by Dreyfus to Sarofim under the Existing PGF Agreement pursuant to an undertaking in effect. The following persons are officers and/or directors of Sarofim: Fayez S. Sarofim, Chairman of the Board and President; Raye G. White, Executive Vice President, Secretary, Treasurer and a director; Russell M. Frankel, Russel B. Hawkins, William K. McGee, Jr., Charles E. Sheedy and Ralph B. Thomas, Senior Vice Presidents; and Nancy Daniel, Frank P. Lee and James A. Reynolds, III, Vice Presidents. An audited consolidated balance sheet of Sarofim as of December 31, 1993 is included in PGF's Fund Exhibit. PGF's portfolio transactions are undertaken as described in Proposal 1. 18 REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION A Majority Vote is required to approve the New PGF Agreement. The consequence of failure to obtain the requisite vote is as set forth in Proposal 1. PGF'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL. PROPOSAL 10. APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT FOR THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. ONLY THE STOCKHOLDERS OF THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. VOTE ON THIS PROPOSAL. As described in Proposal 1 under "--Investment Advisory Agreements," Dreyfus Socially Responsible Fund's Board has approved a New Agreement with Dreyfus under which it is contemplated that Dreyfus will engage NCM Capital Management Group, Inc. ("NCM") as the Fund's sub-investment adviser. NCM, located at 103 West Main Street, 4th Floor, Durham, North Carolina 27705-3638, was founded in 1986, is one of the nation's largest minority-owned investment management firms and, as of December 31, 1993, had $2.1 billion in assets under management. To date, NCM has not advised a registered investment company. The Sub-Investment Advisory Agreement between Dreyfus and NCM (the "NCM Agreement") is substantially similar to the Fund's Sub-Investment Advisory Agreement with Tiffany (the "Prior Agreement"), except: (i) the NCM Agreement is between Dreyfus and NCM, not between the Fund and NCM, (ii) NCM will be paid by Dreyfus, and not by the Fund, and (iii) the fee to be paid by Dreyfus is equal to or lower than the fee previously paid by the Fund to Tiffany. A copy of the NCM Agreement is set forth on Dreyfus Socially Responsible Fund's Fund Exhibit. Under the Prior Agreement, the Fund paid Tiffany a fee at an annual rate based on the value of the Fund's average daily net assets as follows:

Under the Prior Agreement and the Fund's Existing Agreement, the Fund paid Dreyfus and Tiffany an aggregate annual fee of .75 of 1% of the value of the Fund's average daily net assets. Under the Fund's New Agreement, Dreyfus would receive an annual fee of .75 of 1% of such net assets and would pay NCM as described in the next paragraph. Under the NCM Agreement, Dreyfus would pay NCM out of the fee it receives under its New Agreement with the Fund, and only to the extent thereof, a fee at an annual rate based on the value of the Fund's average daily net assets as follows:

Dreyfus Transfer, Inc., a wholly-owned subsidiary of ~~American Express Company, owns 40%. An audited balance sheet of NCM~~Dreyfus with principal offices at 200 Park Avenue, New York, New York 10166, serves as ~~of December 31, 1993 is included in Dreyfus Socially Responsible~~each Fund's transfer and dividend disbursing agent.

Voting Information

Each Fund ~~Exhibit. In reaching~~will bear its ~~decision to approve the NCM Agreement, the Fund's Board considered, among other things, the nature and quality~~pro rata share of the ~~services previously and currently being provided by Dreyfus, and the nature~~cost of the services to be provided by Dreyfus under its New Agreement and by NCM under the NCM Agreement. The Board also considered the overall fee structure and concluded that the aggregate fee is fair and reasonable to the Fund's stockholders. The Fund's portfolio transactions are undertaken as described in Proposal 1. REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION A Majority Vote is required to approve the NCM Agreement. If the NCM Agreement is not approved, Dreyfus will provide day-to-day management of the Fund's portfolio. DREYFUS SOCIALLY RESPONSIBLE FUND'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL. PROPOSAL 11. APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT FOR THE DREYFUS THIRD CENTURY FUND, INC. ONLY THE STOCKHOLDERS OF THE DREYFUS THIRD CENTURY FUND, INC. VOTE ON THIS PROPOSAL. As described in Proposal 1 under "--Investment Advisory Agreements," Dreyfus Third Century Fund's Board has approved a New Agreement with Dreyfus under which it is contemplated that Dreyfus will engage NCM Capital Management Group, Inc. ("NCM") as the Fund's sub-investment adviser. NCM, located at 103 West Main Street, 4th Floor, Durham, North Carolina 27705-3638, was founded in 1986, is one of the nation's largest minority-owned investment management firms and, as of December 31, 1993, had $2.1 billion in assets under management. To date, NCM has not advised a registered investment company. The Sub-Investment Advisory Agreement between Dreyfus and NCM (the "NCM Agreement") is substantially similar to the Fund's Sub-Investment Advisory Agreement with Tiffany (the "Prior Agreement"), except: (i) the NCM Agreement is between Dreyfus and NCM, not between the Fund and NCM, (ii) NCM will be paid by Dreyfus, and not by the Fund, and (iii) the fee to be paid by Dreyfus is equal to or lower than the fee previously paid by the Fund to Tiffany. A copy of the NCM Agreement is set forth on Dreyfus Third Century Fund's Fund Exhibit. 20 ~~Under the Prior Agreement, the Fund paid Tiffany a fee at an annual rate~~soliciting proxies based on the ~~value of the Fund's average daily~~ net ~~assets as follows:~~

Under the NCM Agreement, NCM would provide investment advisory assistance and the day-to-day management of the Fund's portfolio, as well as investment research and statistical information for the Fund's benefit, subject to the supervision and approval of Dreyfus and the Fund's Board. It is proposed that the NCM Agreement would become effective upon stockholder approval. The approval sought by these proxy materials also will cover the NCM Agreement if it is deemed terminated by the Transaction. The following persons are officers and/or directors of NCM: Maceo K. Sloan, Chairman, President and Chief Executive Officer; Justin F. Beckett, Executive Vice President and director; Peter J. Anderson, director; Morris Goodwin, Jr., director; Edith H. Noel, Senior Vice President, Corporate Secretary and Treasurer; Dennis M. McCaskill, Jr., Senior Vice President; Clifford D. Mpare, Jr., Senior Vice President--Investments; Susan Rowe Ingram, David C. Carter, Tammie F. Coley, Marsha G. Kee, Mary M. Ford, Stanley G. Laborde, Linda Jordan, Victor Ross, Wendell Mackey, Lorenzo Newsome and Lawrence Verny, Vice Presidents; Deborah C. Bronson, Vice President--Director of Operations; Terrence S. Laster, Assistant Vice President; and Marc Reid, Assistant Vice President--Manager of Marketing and Client Services. NCM is a wholly-owned subsidiary of Sloan Financial Group, Inc. located at 103 West Main Street, 4th Floor, Durham, North Carolina 27705-3638. Sloan Financial Group, Inc. is a corporation of which Maceo K. Sloan, CFA, Chairman, President and Chief Executive Officer of NCM, owns 43%; Justin F. Beckett, Executive Vice President and director of NCM, owns 17%; and IDS Financial Services Inc., a wholly-owned subsidiary of American Express Company, owns 40%. An audited balance sheet of NCM as of December 31, 1993 is included in Dreyfus Third Century Fund's Fund Exhibit. In reaching its decision to approve the NCM Agreement, the Fund's Board considered, among other things, the nature and quality of the services previously and currently being provided by Dreyfus, and the nature of the services to be provided by Dreyfus under its New Agreement and by NCM under the NCM Agreement. The Board also considered the overall fee structure and concluded that the aggregate fee is fair and reasonable to the Fund's stockholders. The Fund's portfolio transactions are undertaken as described in Proposal 1. REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION A Majority Vote is required to approve the NCM Agreement. If the NCM Agreement is not approved, Dreyfus will provide day-to-day management of the Fund's portfolio. DREYFUS THIRD CENTURY FUND'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL. 21 PROPOSAL 12. APPROVAL OF AN AMENDMENT TO THE CHARTER OF CERTAIN FUNDS IN THE GENERAL FAMILY ONLY THE STOCKHOLDERS OF GENERAL CALIFORNIA MUNICIPAL MONEY MARKET FUND, GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND, INC., GENERAL MONEY MARKET FUND, INC., GENERAL MUNICIPAL BOND FUND, INC., GENERAL MUNICIPAL MONEY MARKET FUND, INC., GENERAL NEW YORK MUNICIPAL BOND FUND, INC. AND GENERAL NEW YORK MUNICIPAL MONEY MARKET FUND VOTE ON THIS PROPOSAL. The Board of each Fund listed above has approved and recommends that stockholders approve an amendment to such Fund's charter to permit the issuance of additional classes of shares. Each Fund's Board believes that the proposed amendment to its Fund's charter is in the best interests of its Fund's stockholders. A stockholder's Fund shares will not be adversely affected by the issuance of additional classes. Each Fund's charter currently provides for the issuance of one class of shares with each share of the class representing an equal proportionate interest in the Fund. Each Fund's Board recommends that its Fund's charter be amended to permit the Board members, without further stockholder action, to cause to be issued one or more additional classes of shares having such different characteristics, rights or privileges as the Board members may determine, to the extent permitted under the Act. The purpose of the amendment would be to provide each Fund with the flexibility necessary to take advantage of alternative methods of selling Fund shares. Each Fund's Board believes that providing investors with alternative methods of purchasing Fund shares could (i) enable investors to choose the purchasing method which best suits their individual situation, thereby encouraging current stockholders to make additional investments in the Fund and attracting new investors and assets to the Fund thus benefiting stockholders by increasing investment flexibility for the Fund and reducing operating expense ratios due to economies of scale; (ii) facilitate distribution of the Fund's shares; and (iii) maintain the competitive position of the Fund in relation to other funds that have implemented or are seeking to implement similar distribution arrangements. Each Fund has received exemptive relief from the SEC to permit dual or multi- class distribution arrangements. Under these arrangements, the Fund is permitted to offer two or more classes of shares representing interests in the same portfolio of investments. The classes most likely would differ principally in the method of offering shares to investors (e.g., pursuant to a front-end sales load or contingent deferred sales load and/or Rule 12b-1 plan or non-Rule 12b-1 shareholder services plan). Any such additional class of shares would participate in all other respects on an equal proportionate basis with all other classes of shares, including as to investment income, realized and unrealized gains and losses on portfolio investments and all other operating expenses of the Fund. All classes of shares would vote together as a single class at meetings of stockholders, except that shares of a class which is affected by any matter in a manner materially different from shares of other classes would vote as a separate class and holders of shares of a class not affected by a matter would not vote on that matter. Maryland law requires that stockholders of Funds organized as Maryland corporations ("Maryland Funds") be presented with a copy of the proposed charter amendment. Massachusetts law does not so require. Accordingly, the Fund Exhibit of Maryland Funds contains a copy of the proposed charter amendment. REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION As to each Fund, approval of this proposal requires the affirmative vote of the holders of a majority of its outstanding voting securities. THE BOARD OF EACH FUND, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL. 22 PROPOSAL 13. APPROVAL OF CHANGES TO CERTAIN OF THE FUNDS' FUNDAMENTAL POLICIES AND INVESTMENT RESTRICTIONS THIS PROPOSAL IS NOT APPLICABLE TO ALL FUNDS. YOU SHOULD REVIEW EXHIBIT C TO DETERMINE TO WHAT EXTENT, IF ANY, THIS PROPOSAL IS APPLICABLE TO YOUR FUND. Each Fund has adopted investment restrictions as fundamental policies which may not be changed without stockholder approval. Each Fund's Board has adopted, and proposes for stockholder approval, revisions which are described below to certain of these fundamental policies. Each Fund's Board believes that these changes will allow greater portfolio management flexibility and/or will standardize certain provisions of the Fund's investment restrictions with those of other similar funds in The Dreyfus Family of Funds. Specifically, the changes to investment restrictions recommended below relate to (a) borrowing money, (b) pledging assets, (c) investing in illiquid securities, (d) selling securities short (for Dreyfus Growth Opportunity Fund, Inc. and Dreyfus Short- Intermediate Government Fund only), (e) lending portfolio securities (for Dreyfus Growth Opportunity Fund, Inc. and Dreyfus Short-Intermediate Government Fund only), (f) entering into options transactions (for Dreyfus Growth Opportunity Fund, Inc. only) and (g) entering into futures contracts and options on futures contracts (Dreyfus Growth Opportunity Fund, Inc. only). (A) BORROWING MONEY (1) THE FOLLOWING SECTION APPLIES ONLY TO NON-MONEY MARKET FUNDS LISTED ON EXHIBIT C. Each Fund to which this Proposal relates has adopted an Investment Restriction that generally limits its ability to borrow money. Currently, each Fund, except certain closed-end Funds noted on Exhibit C, may borrow money in an amount up to 5%, 10% or 15% of the value of its total assets for temporary or emergency purposes and not for portfolio leveraging. Each closed-end Fund noted on Exhibit C is permitted to borrow money in an amount not to exceed 33 1/3% of the value of its total assets, but may do so only for limited purposes, not for portfolio leveraging. Each Fund's Board recommends revising this Investment Restriction to permit its Fund to borrow money to the extent permitted under the Act. Currently, under the Act, total borrowings of a Fund may not exceed 33 1/3% of the value of its total assets. In addition, the Investment Restriction of certain of the Funds states that while the Fund's borrowings exceed 5% of its total assets, the Fund will not make any additional investments. This language will be deleted from the Investment Restriction. This Proposal would increase the amount a Fund would be permitted to borrow, within the limits described below. This borrowing, which is known as leveraging, generally will be unsecured. Leveraging may exaggerate the effect on net asset value of any increase or decrease in the market value of the Fund's portfolio. Money borrowed for leveraging will be subject to interest costs that may or may not be recovered by appreciation of the securities purchased; in certain cases, interest costs may exceed the return received on the securities purchased. The Fund also may be required to maintain minimum average balances in connection with such borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate. Each Fund, except for Dreyfus GNMA Fund, Inc., Premier GNMA Fund and Dreyfus Strategic Governments Income, Inc., intends to borrow money only for temporary or emergency (not leveraging) purposes, in an amount up to 15% of the value of its total assets (including the amount borrowed) valued at the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made. While borrowings exceed 5% of a Fund's total assets, it will not make any additional investments. Each Fund's policy regarding borrowing expressed in this paragraph will not be changed without approval of the Fund's Board and not until the Fund's prospectus is revised appropriately. Dreyfus GNMA Fund, Inc. and Premier GNMA Fund intend to engage in dollar roll transactions, which is a form of secured borrowing. A dollar roll transaction involves a sale by the Fund of a security to a financial institution, such as a bank or broker-dealer, concurrently with an agreement by the Fund to repurchase a similar security from the institution at a later date at an agreed-upon price. The securities that are repurchased will bear the same interest rate as those sold, but generally will be collateralized by different pools of mortgages with different prepayment histories than those sold. Proceeds of the sale will be invested in additional instruments for the Fund, and the income from these investments, together with any additional fee income received on the sale, are expected to generate income for the Fund exceeding the yield on the securities sold. Dollar roll transactions involve the risk that the market value of the securities sold by the Fund may decline below the repurchase price of those securities. 23 Dreyfus Strategic Governments Income, Inc. intends to borrow money: (a) for temporary or emergency purposes or for clearance of transactions in amounts not exceeding 15% of its total assets (not including the amount borrowed). While such borrowings exceed 5% of the Fund's assets, the Fund will not make any additional investments; (b) in connection with repurchases of, or tenders for, the Fund's shares, but only if after each such borrowing the ratio which the value of the total assets of the Fund less all liabilities and indebtedness not represented by senior securities bears to the aggregate amount of senior securities representing indebtedness of the Fund is at least 300%; and (c) as otherwise described in its Prospectus. If approved by its stockholders, the first sentence of each Fund's Investment Restriction relating to permissible borrowing by the Fund would be revised to read as follows: [The Fund may not/no Series may:] Borrow money, except to the extent permitted under the Act. (2) THE FOLLOWING SECTION APPLIES TO DREYFUS CALIFORNIA TAX EXEMPT MONEY MARKET FUND, DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS INSTITUTIONAL MONEY MARKET FUND, DREYFUS LIQUID ASSETS, INC., DREYFUS MONEY MARKET INSTRUMENTS, INC., DREYFUS NEW YORK TAX EXEMPT MONEY MARKET FUND, DREYFUS TAX EXEMPT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, DREYFUS TREASURY PRIME CASH MANAGEMENT, GENERAL CALIFORNIA MUNICIPAL MONEY MARKET FUND, GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND, INC., GENERAL MONEY MARKET FUND, INC. AND GENERAL NEW YORK MUNICIPAL MONEY MARKET FUND ONLY. Each Fund to which this Proposal relates also has adopted an Investment Restriction that generally limits its ability to borrow money. Currently, each Fund may borrow money only from banks for temporary or emergency (not leveraging) purposes in an amount up to 5% or 10% of the value of its total assets. Each Fund's Board recommends revising the amount, not the purpose of borrowing, under this Investment Restriction to permit the Fund to borrow money only from banks for temporary or emergency (not leveraging) purposes, in an amount up to 15% of the value of its total assets (including the amount borrowed) valued at the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made. While borrowings exceed 5% of a Fund's total assets, it will not make any additional investments. These borrowings would be used ONLY for temporary or emergency purposes and would NOT be used for portfolio leveraging. If approved by its stockholders, the Investment Restriction of each Fund, other than Dreyfus Cash Management Plus, Inc., relating to permissible borrowing by the Fund would be revised to read as follows: [The Fund may not/no Series may:] Borrow money, except from banks for temporary or emergency (not leveraging) purposes in an amount up to 15% of the value of the Fund's total assets (including the amount borrowed) based on the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made. While borrowings exceed 5% of the value of the Fund's total assets, the Fund will not make any additional investments. For Dreyfus Cash Management Plus, Inc., if approved by its stockholders, its Investment Restriction relating to permissible borrowing by the Fund would be revised to read as follows: [The Fund may not:] Borrow money, except (i) from banks for temporary or emergency (not leveraging) purposes in an amount up to 15% of the value of the Fund's total assets (including the amount borrowed) based on the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made and (ii) in connection with the entry into reverse repurchase agreements to the extent described in the Fund's Prospectus. While borrowings described in clause (i) exceed 5% of the value of the Fund's total assets, the Fund will not make any additional investments. (B) PLEDGING ASSETS Each Fund listed on Exhibit C to which this Proposal relates also has adopted an Investment Restriction that, among other things, limits the percentage of the Fund's assets which may be pledged, mortgaged or hypothecated to secure the borrowings referred to above. Each Fund's Board recommends this Investment Restriction be amended to permit the Fund to pledge its assets to the extent necessary to secure permitted borrowings. Each Fund's Board further recommends making this Investment Restriction, as proposed to be changed herein, a non- fundamental policy. Fundamental policies cannot be changed without approval by Majority Vote, while non-fundamental policies may be changed by a vote of a majority of a Fund's Board at any time. 24 If approved by its stockholders, each Fund's Investment Restriction relating to the pledging of assets by the Fund will be a non-fundamental policy and its first sentence or clause, as the case may be, would be revised to read as follows: [The Fund may not/no Series may:] Pledge, mortgage, hypothecate or otherwise encumber its assets, except to the extent necessary to secure permitted borrowings. (C) RESTRICTED AND ILLIQUID SECURITIES Each Fund listed on Exhibit C to which this Proposal relates has adopted an Investment Restriction that limits, among other things, the amount of its assets that the Fund may invest in securities which are illiquid. Currently, certain Funds are not permitted to invest in illiquid securities at all, while other Funds are permitted to invest in illiquid securities in amounts up to 5%, 10% or 15% of their net assets. In some cases, this restriction also provides that each Fund will not enter into time deposits maturing in more than seven days and that time deposits maturing from two business through seven calendar days will not exceed 5% or 10%, as the case may be, of the Fund's total assets. The SEC has amended its policies to increase from 10% to 15% the amount of net assets of an open-end management investment company, other than a money market fund, which may be invested in illiquid securities. To be able to take advantage of the additional flexibility permitted by the SEC with respect to investing in illiquid securities, the Board of each Fund that is currently permitted to invest less than 15% (10% in the case of money market funds) of its net assets in illiquid securities recommends amending this Investment Restriction to permit the Fund to invest up to 15% (10% in the case of money market funds) of its net assets in illiquid securities. Each Fund's Board also recommends deleting the separate reference to investments in time deposits. To conform the Investment Restriction with similar Investment Restrictions applicable to other funds in The Dreyfus Family of Funds, additional changes are proposed. In particular, examples of specific types of illiquid securities would be deleted. Each Fund intends to continue to treat as illiquid all types of securities it previously treated as illiquid, except for time deposits maturing between two and seven days, until such time as a liquid secondary market exists for them. Each Fund's Board also recommends making this Investment Restriction a non- fundamental investment policy. Fundamental policies cannot be changed without approval by Majority Vote, while non-fundamental policies may be changed by a vote of a majority of a Fund's Board members at any time. Each Fund's Board believes that, by making the Fund's policy on illiquid securities non- fundamental, the Fund will be able to respond more rapidly to similar regulatory developments. The Investment Restrictions of certain Funds also provide that the Fund may not purchase securities subject to restrictions on disposition under the Securities Act of 1933 (so called "restricted securities"). In general, illiquid securities have included restricted securities. However, the securities markets are evolving and new types of instruments have developed which make the Fund's current restriction overbroad and unnecessarily restrictive. The markets for certain types of securities (so-called, "Rule 144A securities") are almost exclusively institutional. Such securities often are either exempt from registration or sold in transactions not requiring registration. Institutional investors, therefore, will often depend on an efficient institutional market in which the unregistered security can be readily resold. The fact that there may be legal or contractual restrictions on resale to the general public, therefore, will not be dispositive of the liquidity of such investments. To be able to take advantage of the increasingly liquid institutional trading markets, each Fund's Board recommends deleting the restriction on purchasing restricted securities contained in this Investment Restriction, as applicable, so that restricted securities that are nonetheless liquid may be purchased, while purchases of restricted securities that are illiquid will continue to be subject to the limitation described above. If approved by its stockholders, each Fund's Investment Restriction relating to the purchase of restricted or illiquid securities by the Fund will be a non- fundamental policy and would be revised to read as follows: [The Fund may not/no Series may:] Enter into repurchase agreements providing for settlement in more than seven days after notice or purchase securities which are illiquid if, in the aggregate, more than 15% [10% for money market funds] of the value of the Fund's net assets would be so invested. 25 (D) SELLING SECURITIES SHORT THE FOLLOWING SECTION APPLIES TO DREYFUS GROWTH OPPORTUNITY FUND, INC. AND DREYFUS SHORT-INTERMEDIATE GOVERNMENT FUND ONLY. Each Fund has adopted an Investment Restriction that prohibits, among other things, the Fund from selling securities short. Each Fund's Board recommends that this Investment Restriction be revised so that its Fund would be permitted to sell securities short. Short sales are transactions in which the Fund sells a security it does not own in anticipation of a decline in the market value of that security. To complete such a transaction, the Fund must borrow the security to make delivery to the buyer. The Fund then is obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is required to pay to the lender amounts equal to any dividends or interest which accrue during the period of the loan. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold. The proceeds of the short sale will be retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out. Until a Fund closes its short position or replaces the borrowed security, the Fund will: (a) maintain a segregated account, containing cash or U.S. Government securities, at such a level that (i) the amount deposited in the account plus the amount deposited with the broker as collateral will equal or exceed the current value of the security sold short and (ii) the amount deposited in the segregated account plus the amount deposited with the broker as collateral will not be less than the market value of the security at the time it was sold short; or (b) otherwise cover its short position. A Fund will incur a loss as a result of the short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. A Fund will realize a gain if the security declines in price between those dates. This result is the opposite of what one would expect from a cash purchase of a long position in a security. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of any premium or amounts in lieu of dividends or interest the Fund may be required to pay in connection with a short sale. Upon approval of this Proposal, it is contemplated that each Fund also may purchase call options to provide a hedge against an increase in the price of a security sold short by the Fund. When the Fund purchases a call option it has to pay a premium to the person writing the option and a commission to the broker selling the option. If the option is exercised by the Fund, the premium and the commission paid may be more than the amount of the brokerage commission charged if the security were to be purchased directly. Each Fund anticipates that the frequency of short sales will vary substantially under different market conditions, and it does not intend that any specified portion of its assets, as a matter of practice, will be invested in short sales. In addition to the short sales discussed above, each Fund will have the ability to make short sales "against the box," a transaction in which the Fund enters into a short sale of a security which the Fund owns. The proceedsuse of the ~~short sale will~~mail, proxies may be ~~held~~solicited personally or by a broker until the settlement date at which time the Fund delivers the security to close the short position. The Fund receives the net proceeds from the short sale. At no time will either Fund have more than 15% of the value of its net assets in deposits on short sales against the box. It currently is anticipated that the Fund will make short sales against the box for purposes of protecting the value of the Fund's net assets. If approved by stockholders, the prohibition against selling securities short will be deleted from the appropriate Investment Restriction oftelephone, and each Fund. (E) SECURITIES LENDING THE FOLLOWING SECTION APPLIES TO DREYFUS GROWTH OPPORTUNITY FUND, INC. AND DREYFUS SHORT-INTERMEDIATE GOVERNMENT FUND ONLY. Each Fund has adopted an Investment Restriction that currently prohibits the Fund from making loans except through the purchase of certain debt obligations and, with respect to Dreyfus Short-Intermediate Government Fund, the entry into repurchase agreements. Each Fund's Board recommends that this Investment Restriction be amended to permit its Fund to lend its portfolio securities in an amount not to exceed 33 1/3% of the value of its total assets. This change would permit the Fund to lend securities from its portfolio to brokers, dealers and other financial institutions wishing to borrow securities from the Fund. The Fund can 26 increase its income through the investment of such collateral. The Fund might experience risk of loss if an institution with which the Fund engaged in a portfolio loan transaction breached its agreement with the Fund. With respect to Dreyfus Short-Intermediate Government Fund, the use of this investment technique could give rise to taxable income for purposes of state and local income taxes. The SEC currently requires that the following conditions be met whenever portfolio securities are loaned: (1) the Fund must receive at least 100% cash collateral from the borrower; (2) the borrower must increase such collateral whenever the market value of the securities rises above the level of such collateral; (3) the Fund must be able to terminate the loan at any time; (4) the Fund must receive reasonable interest on the loan, as well as any interest or other distributions payable on the loaned securities, and any increase in market value; and (5) the Fund may pay ~~only reasonable custodian fees~~persons holding Fund shares in ~~connection with the loan. If approved by its stockholders, each Fund's Investment Restriction relating~~their names or those of their nominees for their expenses in sending soliciting materials to ~~lending portfolio securities by the Fund would be revised~~their principals. Certain Funds may retain a proxy solicitor to ~~read as follows: [The Fund may not:] Make loans to others, except through the purchase of debt obligations and the entry into repurchase agreements referred to~~assist in the ~~Fund's Prospectus. However, the Fund may lend its portfolio securities in an amount not to exceed 33 1/3%~~solicitation of ~~the value of its total assets. Any loans of portfolio securities will be made according to guidelines established~~proxies primarily by the Securities and Exchange Commission and the Fund's Board. (F) OPTIONS TRANSACTIONS THE FOLLOWING SECTION APPLIES TO DREYFUS GROWTH OPPORTUNITY FUND, INC. ONLY. The Fund has adopted an Investment Restriction that, among other things, prohibits the Fund from engaging in the purchase and sale of put, call, straddle or spread options or in writing such options, except that the Fund may write and sell covered call option contracts on securities ownedcontacting shareholders by the Fund not exceeding 20% of the market value of its net assets at the time such option contracts are written. The Fund also may purchase call options to enter into closing purchase transactions. In connection with the writing of covered call options, the Fund may pledge assets to an extent not greater than 20% of the market value of its total net assets at the time such options are written. The Fund's Board recommends that the Investment Restriction be changed to permit the Fund to purchase and sell options to the extent described from time to time in the Fund's Prospectus or Statement of Additional Information. These investments are commonly referred to as "derivatives." In addition to the types of transactions discussed above, the Fund currently intends to invest up to 5% of its assets, represented by the premium paid, in the purchase of call and put options in respect of specific securities (or groups or "baskets" of specific securities) in which the Fund may invest. The Fund also may write covered put option contracts to the extent of 20% of the value of its net assets at the time such option contracts are written. A call option gives the purchaser of the option the right to buy, and obligates the writer to sell, the underlying security at the exercise price at any time during the option period. Conversely, a put option gives the purchaser of the option the right to sell, and obligates the writer to buy, the underlying security at the exercise price at any time during the option period. A covered put option sold by the Fund exposes the Fund during the term of the option to a decline in price of the underlying security or securities. A put option sold by the Fund is covered when, among other things, cash or liquid securities are placed in a segregated account with the Fund's custodian to fulfill the obligation undertaken. The Fund also currently intends to purchase and sell call and put options on foreign currency for the purpose of hedging against changes in future currency exchange rates. Call options convey the right to buy the underlying currency at a pricetelephone, which is expected to ~~be lower than the spot price~~cost approximately $46,000, plus any out of ~~the currency at the time the option expires. Put options convey the right to sell the underlying currency at a price which is anticipated~~pocket expenses, such cost to be ~~higher than~~borne pro rata among such 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 ~~spot price~~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 Proxy Statement and proxy card. Within 72 hours of receiving a shareholder's telephonic or electronically transmitted voting instructions, a confirmation will be sent to the ~~currency~~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 ~~the~~any time ~~the option expires. The Fund also currently intends~~before it is exercised by submitting to ~~purchase cash-settled options on interest rate swaps, interest rate swaps denominated in foreign currency and equity index swaps. Interest rate swaps involve the exchange by~~ the Fund ~~with another party~~a written notice of their respective commitments to pay or receive interest (for example, an exchange of floating-rate payments for fixed-rate payments) denominated in U.S. dollars or foreign currency. Equity index swaps involve the exchange by the Fund with another party of cash flows based upon the performance of an indexrevocation or a ~~portion of an index of securities which usually includes dividends. A cash-settled option on a swap gives~~subsequently executed proxy, by calling the ~~purchaser~~toll-free telephone number, through the ~~right, but not~~Internet or by attending the 27 ~~obligation,~~Meeting and voting in return for the premium paid, to receive an amount of cash equal to the value of the underlying swap as of the exercise date. These options typically are purchased in privately negotiated transactions from financial institutions, including securities brokerage firms. The Fund also currently intends to purchase and sell call and put options on stock indexes listed on U.S. securities exchanges or traded in the over-the- counter market. A stock index fluctuates with changes in the market values of the stocks included in the index. Because the value of an index option depends upon movements in the level of the index rather than the price of a particular stock, whether the Fund will realize a gain or loss from the purchase or writing of options on an index depends upon movements in the level of stock prices in the stock market generally or, in the case of certain indexes, in an industry or market segment, rather than movements in the price of a particular stock. Successful use by the Fund of options will be subject to Dreyfus' ability to predict correctly movements in the direction of individual stocks, the stock market generally, foreign currencies or interest rates. To the extent Dreyfus' predictions are incorrect, the Fund may incur losses which could adversely affect the value of a stockholder's investment. The Fund's Board also recommends making this Investment Restriction, as proposed to be changed herein, a non-fundamental policy. Fundamental policies cannot be changed without approval by Majority Vote, while non-fundamental policies may be changed by a vote of a majority of the Fund's Board members at any time. The Fund's Board believes that these changes will provide the Fund greater flexibility to respond to regulatory and other developments. If approved by its stockholders, the Fund's Investment Restriction relating to permissible options transactions by the Fund will be a non-fundamental policy and would be revised to read as follows: [The Fund may not:] Purchase, sell or write puts, calls, or combinations thereof, except as described in the Fund's Prospectus and Statement of Additional Information. (G) FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS THE FOLLOWING SECTION APPLIES TO DREYFUS GROWTH OPPORTUNITY FUND, INC. ONLY. The Fund has adopted an Investment Restriction that prohibits the Fund from purchasing, holding or dealing in commodities or commodity contracts or in real estate, except the Fund may invest in securities of companies engaged in real estate activities or investments. The Fund's Board recommends that this Investment Restriction be revised to permit the Fund to engage in futures transactions, including those based on an index, and options thereon to the extent permitted by applicable regulations. These investments are commonly referred to as "derivatives." The Fund currently anticipates entering into stock index futures contracts, interest rate futures contracts and currency futures contracts, and options with respect thereto, in U.S. domestic markets or on exchanges located outside the United States. See "--(f) Options Transactions" above. These transactions will be entered into as a substitute for comparable market positions in the underlying securities or for hedging purposes. Although the Fund would not be a commodity pool, it would be subject to rules of the Commodity Futures Trading Commission limiting the extent to which the Fund could engage in these transactions. Engaging in these transactions involves risk of loss to the Fund's portfolio which could adversely affect the value of a stockholder's investment. Although the Fund intends to purchase or sell futures contracts only if there is an active market for such contracts, no assurance can be given that a liquid market will exist for any particular contract at any particular time. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified periods during the trading day. Futures contract prices could move to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially subjecting the Fund to substantial losses. In addition, engaging in futures transactions in foreign markets may involve greater risks than trading on domestic exchanges. Successful use of futures by the Fund also is subject to Dreyfus' ability to predict correctly movements in the direction of the market, interest rates or foreign currencies and, to the extent the transaction is entered into for hedging purposes, to ascertain the appropriate correlation between the transaction being hedged and the price movements of the futures contract. For example, if the Fund has hedged against the possibility of a decline in the market adversely affecting the value of securities held in its portfolio and prices increase instead, the Fund will lose part or all of the benefit of the 28 increased value of securities which it has hedged because it will have offsetting losses in its futures positions. In addition, in such situations, if the Fund has insufficient cash, it may have to sell securities to meet daily variation margin requirements. Such sales of securities may, but will not necessarily, be at increased prices which reflect the rising market. The Fund may have to sell securities at a time when it may be disadvantageous to do so. Pursuant to regulations and/or published positions of the SEC, the Fund may be required to segregate cash or high quality money market instruments in connection with its commodities transactions in an amount generally equal to the value of the underlying commodity. The segregation of such assets will have the effect of limiting the Fund's ability otherwise to invest those assets. If approved by its stockholders, the Fund's Investment Restriction relating to permissible futures transactions by the Fund would be revised to read as follows: [The Fund may not:] Invest in commodities, except that the Fund may purchase and sell options, forward contracts, futures contracts, including those relating to indexes, and options on futures contracts or indexes. REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION As to each Fund, approval of this Proposal requires a Majority Vote. THE BOARD OF EACH FUND, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL. ADDITIONAL INFORMATION The Fund Exhibit sets forth certain information concerning entities that are known by the respective Fund to be the holders of record of 5% or more of its shares outstanding as of the date indicated on the Fund Exhibit. To each Fund's knowledge, no stockholder beneficially owned 5% or more of its shares outstanding on such date, except to the extent set forth on its Fund Exhibit. OTHER MATTERS person.

If a proxy is properly executed and returned accompanied by instructions to withhold authority to vote or represents a broker "non-vote" (that is, a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote Fund shares ~~of a Fund on a particular matter with respect to which~~and the broker or nominee does not have a discretionary ~~power) or marked with an abstention (collectively,~~power to vote on the proposal) (together, "abstentions"), the ~~Fund's~~Fund shares represented thereby will be considered to be present at the ~~meeting~~Meeting for purposes of determining the existence of a quorum for the transaction of business. Abstentions ~~however,~~ will not constitute a vote "FOR" a Nominee.

With respect to Dreyfus-sponsored individual retirement accounts ("IRAs"), the Individual Retirement Custodial Account Agreement governing the IRAs requires The Bank of New York Mellon (the "Bank"), as custodian of the IRAs, to vote Fund shares held in such IRA accounts in accordance with the IRA shareholder's instructions. However, if no voting instructions are received, the Bank may vote Fund shares held in the IRA in the same proportions as the Fund shares for which voting instructions are received from other Dreyfus IRA shareholders. Therefore, if an IRA shareholder does not provide voting instructions prior to the Meeting, the Bank will vote the IRA shares in the same proportions as it votes the shares for which properly conveyed instructions are timely received from other Dreyfus IRA shareholders.

Shares of DSIF and DVIF have been offered only to separate accounts established by insurance companies ("Participating Insurance Companies") to fund variable annuity contracts and variable life insurance policies (collectively referred to as the ~~effect~~"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 ~~"no" vote for the purpose of obtaining requisite approval for Proposals 1 and 4 through 13. Stockholders of Dreyfus Variable Investment Fund or Dreyfus Socially Responsible Fund should review~~separate account which are attributable to Policies will be voted by the relevant ~~Fund's~~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 ~~Exhibit for a description~~shares in the relevant separate account as of ~~special~~the record date of the Meeting and to vote by proxy the shares at the Meeting according to such instructions. To be effective, voting instructions must be received by Participating Insurance Companies prior to the close of business on August 2, 2012. Such instructions may be revoked at any time prior to the Meeting either by written notice of revocation or another voting instructions form delivered to the relevant Participating Insurance Company. Participating Insurance Companies will vote by proxy (i) Fund shares as to which no timely instructions are received, (ii) Fund shares owned exclusively by the relevant Participating Insurance Company or its affiliates and (iii) Fund shares held in the separate account representing charges imposed by the relevant Participating Insurance Company against the separate account in the same proportions as the voting instructions received from Policyowners. Additional information regarding voting instruction rights is provided in the prospectus or statement of additional information for the Policies.

If a quorum is not present at the Meeting for a Fund, the persons named as proxies may propose one or more adjournments of the Meeting with respect to ~~such Funds. Each~~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 in person or by proxy. With respect to AF, DGIF, DIF, DILF, DMIF, DMMI, DNJMBF, DPIF, DRGF and DSIF, 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 DUSTMMF, DBUSMSF, DMFI, DMFII, DUSTITF, DUSTLTF and DVIF, 30% of the Fund's shares entitled to vote constitutes a quorum for the transaction of business at the Meeting.

OTHER MATTERS

No Fund's Board is ~~not~~ aware of any other matters which may come before the ~~meeting.~~Meeting. However, should any such matters ~~with respect to one or more Funds~~ properly come before the ~~meeting,~~Meeting, it is the intention of the persons named in the accompanying form of proxy to vote ~~the proxy~~proxies in accordance with their judgment on such matters. ~~Dreyfus~~

Under the proxy rules of the Securities and ~~Mellon will bear~~Exchange Commission (the "SEC"), shareholder proposals meeting requirements contained in those rules may, under certain conditions, be included in the ~~cost~~Funds' proxy materials for a particular meeting of ~~soliciting proxies. In addition~~shareholders. One of these conditions relates to the ~~use of the mails, proxies may be solicited personally,~~timely receipt by ~~telephone or by telegraph, and they may pay persons holding shares of~~ a Fund ~~in their names or those~~ of ~~their nominees for their expenses in sending soliciting materials to their principals. In addition, Dreyfus and Mellon~~any such proposal. Since the Funds do not have retained, at their expense, D.F. King & Co., Inc. to solicit proxies on behalf of each Fund's Board. Aggregate solicitation fees are estimated to be $300,000. Unless otherwise required under the Act, ordinarily it will not be necessary for a Fund to holdregular annual meetings of stockholders. As a result, a Fund's stockholders will not consider each year the election of Board members or the appointment of auditors. However, a Fund's Board will call a meeting of its stockholders for the purpose of electing 29 Board members if, at any time, less than a majority of the Board members then holding office have been elected by stockholders. Under the Act, stockholders of record of not less than two-thirds of a Fund's outstanding shares may remove Board members of such Fund through a declaration in writing or by vote cast in person or by proxy at a meeting called for that purpose. Under each Fund's By- Laws, the Board members are required to call a meeting of stockholders for the purpose of voting upon the question of removal of any such Board members when requested in writing to do so by the stockholders of record of not less than 10% of such Fund's outstanding shares. Stockholders wishing to submitshareholders, under these rules, proposals submitted for inclusion in ~~a Fund's~~the proxy ~~statement~~materials for a ~~subsequent stockholder~~particular meeting ~~should send their written submissions~~must be received by a Fund a reasonable time before the solicitation of proxies for the meeting is made. The fact that a Fund receives a shareholder proposal in a timely manner does not ensure its inclusion in proxy materials since there are other requirements in the proxy rules relating to ~~the principal executive offices of the Fund at 200 Park Avenue, New York, New York 10166, Attention: General Counsel.~~ such inclusion.

NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES

AND THEIR NOMINEES

Please advise the appropriate Fund, in care of ~~D.F. King & Co., Inc., Attention: [NAME OF FUND], 77 Water Street, New York, New York 10005, or call (212) 425-1685,~~Dreyfus Institutional Department, P.O. Box 9882, Providence, Rhode Island 02940-8082, whether other persons are the beneficial owners of ~~the~~Fund shares for which proxies are being solicited from you, and, if so, the number of copies of ~~the proxy statement~~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, ~~STOCKHOLDERS~~SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE ~~MEETING~~MEETING(S) IN PERSON ARE URGED TO COMPLETE, SIGN, DATE AND RETURN ~~THE~~EACH PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.

Dated: June ~~3, 1994 30~~ ~~EXHIBIT A Part I Dreyfus serves as investment adviser~~11, 2012

SCHEDULE 1

The following is a list of times at which each Fund's Meeting will be held. With respect to those Funds that are series funds, the ~~investment companies listed below, except Comstock Partners Strategy Fund, Inc. for which Dreyfus serves as sub-investment adviser. The approximate net assets of~~list also identifies each investment company as of May 4, 1994 and the investment advisory fee payable by it to Dreyfus (expressed as a percentage of average daily net assets+) also are listed below. As described above, the investment advisory fee structure for each of these Funds, except Dreyfus Socially Responsible Fund and Dreyfus Third Century Fund, will remain the same. such Fund's series.

INVESTMENT ADVISORY FEE AS A PERCENTAGE APPROXIMATE OF AVERAGE DAILY NET ASSETS NAME OF FUND NET ASSETS+ (IN MILLIONS)+
Name of Fund	Time of Shareholder Meeting

Advantage Funds, Inc.	10:00 a.m.
- Dreyfus Global Absolute Return Fund ("DGARF")
- ~~------------ ------------------- --------------~~ ~~Dreyfus ~~A Bonds Plus, Inc................... .65 $578~~Global Dynamic Bond Fund ("DGDBF")~~
- Dreyfus ~~Appreciation~~Global Real Return Fund ~~Inc.............. * $221~~("DGRRF")
- Dreyfus ~~Asset Allocation~~International Value Fund ~~Inc.......... .75 $ 51~~("DIVF")
- Dreyfus ~~Balanced~~Opportunistic Midcap Value Fund ~~Inc. ................ .60 $ 72~~("DOMVF")
- Dreyfus ~~BASIC~~Opportunistic Small Cap Fund ("DOSCF")
- Dreyfus Opportunistic U.S. Stock Fund ("DOUSSF")
- Dreyfus Strategic Value Fund ("DSVF")
- Dreyfus Structured Midcap Fund ("DSMF")
- Dreyfus Technology Growth Fund ("DTGF")
- Dreyfus Total Emerging Markets Fund ("DTEMF")
- Dreyfus Total Return Advantage Fund ("DTRAF")
- Global Alpha Fund ("GAF")

Dreyfus 100% U.S. Treasury Money Market Fund ~~Inc........ .50 $ 1.5 billion Dreyfus BASIC Municipal Fund................ ** $938~~	11:00 a.m.

Dreyfus BASIC U.S. Government Money Market Fund....................................... .50 $237 Dreyfus California Intermediate Municipal Bond Fund.................................. .60 $262 Dreyfus California Municipal Income, Inc. .. .70++ $ 41 Dreyfus California Tax Exempt BondMortgage Securities Fund Inc........................................ .60 $ 1.6 billion Dreyfus California Tax Exempt Money Market Fund....................................... .50 $315 Dreyfus Capital Growth Fund (A Premier Fund)...................................... .75 $592 Dreyfus Capital Value Fund (A Premier Fund). * $517 Dreyfus Cash Management .................... .20 $ 2.6 billion Dreyfus Cash Management Plus, Inc........... .20 $ 2.1 billion Dreyfus Connecticut Intermediate Municipal Bond Fund.................................. .60 $138 Dreyfus Connecticut Municipal Money Market Fund, Inc.................................. .50 $250 Dreyfus Florida Intermediate Municipal Bond Fund....................................... .60 $467 Dreyfus Florida Municipal Money Market Fund. .50 $ 91 Dreyfus Focus Funds, Inc. .................. .75 $ 20 The Dreyfus Fund Incorporated............... ** $ 2.7 billion Dreyfus Global Bond Fund, Inc............... .70 $ 11 Dreyfus Global Growth, L.P. (A Strategic Fund)...................................... .75 $154 Dreyfus GNMA Fund, Inc...................... .60 $ 1.6 billion Dreyfus Government Cash Management.......... .20 $ 3.5 billion	11:00 a.m.

Dreyfus Growth and Income Fund, ~~Inc......... .50 $ 1.6 billion~~ Inc.	10:00 a.m.

Dreyfus ~~Growth~~Index Funds, Inc.	10:00 a.m.
- Dreyfus International Stock Index Fund ("DISIF")
- Dreyfus S&P 500 Index Fund ("DSPIF")
- Dreyfus Smallcap Stock Index Fund ("DSCIF")

Dreyfus International Funds, Inc.	10:00 a.m.
- Dreyfus Brazil Equity Fund ("DBEF")
- Dreyfus Emerging Markets Fund ("DEMF")

Dreyfus Manager Funds I	10:00 a.m.
- Dreyfus MidCap Core Fund ("DMCF")

Dreyfus Manager Funds II	10:00 a.m.
- Dreyfus Balanced Opportunity Fund ~~Inc........ .75 $412~~ ("DBOF")

Dreyfus Institutional Money Market Fund..... .50 $466 Dreyfus Institutional Short Term Treasury Fund....................................... .20 $ 73 Dreyfus Insured Municipal BondMidcap Index Fund, Inc.... .60 $251 Dreyfus Intermediate Municipal Bond Fund, Inc........................................ .60+++ $ 1.7 billion Dreyfus International Equity Fund, Inc...... .75 $174 Dreyfus Investors GNMA Fund................. .60 $ 47 Dreyfus Liquid Assets, Inc. ................ ***** $ 5.0 billion Dreyfus Massachusetts Intermediate Municipal Bond Fund.................................. .60 $ 86 Dreyfus Massachusetts Municipal Money Market Fund....................................... .60 $ 95 Dreyfus Massachusetts Tax Exempt Bond Fund.. .60 $167 Dreyfus Michigan Municipal Money Market Fund, Inc.................................. .50 $ 63	10:00 a.m.

Dreyfus Money Market Instruments, Inc....... .50 $682 Dreyfus Municipal Bond Fund, Inc............ .60+++ $ 4.0 billion Dreyfus Municipal Cash Management Plus...... .20 $371 Dreyfus Municipal Income, Inc. ~~............. .70++ $193~~

~~A-1~~

INVESTMENT ADVISORY FEE AS A PERCENTAGE APPROXIMATE OF AVERAGE DAILY NET ASSETS NAME OF FUND NET ASSETS+ (IN MILLIONS)+
10:00 a.m.
- Government Securities Series ("GSS")
- ~~------------ ------------------- --------------~~ ~~Dreyfus Municipal~~ Money Market ~~Fund, Inc.... .50 $ 1.1 billion Dreyfus New Jersey Intermediate Municipal Bond Fund.................................. .60 $236~~ Series ("MMS")

Dreyfus New Jersey Municipal Bond Fund, ~~Inc........................................ .60 $637~~ Inc.	11:00 a.m.

Dreyfus ~~New Jersey Municipal Money Market~~Premier Investment Funds, Inc.	11:00 a.m.
- Dreyfus Diversified International Fund ~~Inc.................................. .50 $787~~("DDIF")
- Dreyfus ~~New Leaders~~Emerging Asia Fund ~~Inc............... .75 $356~~("DEAF")
- Dreyfus ~~New York Insured Tax Exempt Bond Fund....................................... .60 $173~~Global Real Estate Securities Fund ("DGRESF")
- Dreyfus ~~New York Municipal Cash Management.. .20 $126~~Greater China Fund ("DGCF")
- Dreyfus ~~New York Municipal Income, Inc...... .70++ $ 37~~India Fund ("DINF")
- Dreyfus ~~New York Tax Exempt Bond~~Large Cap Equity Fund ~~Inc.. .60 $ 1.9 billion~~("DLCEF")
- Dreyfus ~~New York Tax Exempt Intermediate Bond Fund.................................. .60 $390~~Large Cap Growth Fund ("DLCGF")
- Dreyfus ~~New York Tax Exempt Money Market Fund....................................... .50 $348~~ Satellite Alpha Fund ("DSAF")

Dreyfus ~~Ohio Municipal Money Market~~Research Growth Fund, ~~Inc........................................ .50 $ 71~~ Inc.	10:00 a.m.

Dreyfus ~~100%~~Stock Index Fund, Inc.	10:00 a.m.

Dreyfus U.S. Treasury Intermediate Term ~~Fund....................................... .60 $223~~ Fund	11:00 a.m.

Dreyfus ~~100%~~ U.S. Treasury Long Term Fund... .60 $161 Dreyfus 100% U.S. Treasury Money Market Fund....................................... .50 $ 1.7 billion Dreyfus 100% U.S. Treasury Short Term Fund.. .50 $177 Dreyfus Pennsylvania Intermediate Municipal Bond Fund.................................. .60 $ 16 Dreyfus Pennsylvania Municipal Money Market Fund....................................... .50 $138 Dreyfus Short-Intermediate Government Fund.. .50 $537 Dreyfus Short-Intermediate Municipal Bond Fund....................................... .50 $572 Dreyfus Short-Term Income Fund Inc......... .50 $290 The Dreyfus Socially Responsible Growth Fund, Inc.................................. **** $ 4 Dreyfus Strategic Governments Income, Inc... .70++ $155 Dreyfus Strategic Growth, L.P............... .75 $ 58 Dreyfus Strategic Income.................... .60 $351 Dreyfus Strategic Investing................. .75 $305 Dreyfus Strategic Municipal Bond Fund, Inc.. .50++ $421 Dreyfus Strategic Municipals, Inc........... .75++ $544 Dreyfus Tax Exempt Cash Management.......... .20 $ 1.7 billion The Dreyfus Third Century Fund, Inc......... ***** $400 Dreyfus Treasury Cash Management............ .20 $ 2.0 billion Dreyfus Treasury Prime Cash Management...... .20 $ 4.0 billion	11:00 a.m.

Dreyfus Variable Investment ~~Fund............ ******** $ 96 Dreyfus Worldwide Dollar~~Fund	10:00 a.m.
- Appreciation Portfolio ("AP")
- Growth and Income Portfolio ("GIP")
- International Equity Portfolio ("IEP")
- International Value Portfolio ("IVP")
- Money Market ~~Fund, Inc........................................ .50 $ 2.9 billion General California Municipal~~Portfolio ("MMP")
- Opportunistic Small Cap Portfolio ("OSCP")
- Quality Bond Fund, Inc........................................ .60 $352 General California Municipal Money Market Fund....................................... .50 $738 General Government Securities Money Market Fund, Inc.................................. .50 $515 General Money Market Fund, Inc.............. .50 $560 General Municipal Bond Fund, Inc............ .55 $ 1.0 billion General Municipal Money Market Fund, Inc.... .50 $351 General New York Municipal Bond Fund, Inc... .60 $335 General New York Municipal Money Market Fund....................................... .50 $668 Premier California Municipal Bond Fund...... .55 $236 Premier Global Investing.................... .50 $147 Premier GNMA Fund........................... .55 $212 Premier Growth Fund, Inc.................... .75 $ 14 Premier Insured Municipal Bond Fund......... .55 $ 3 Premier Municipal Bond Fund................. .55 $641 Premier New York Municipal Bond Fund........ .55 $217 Premier State Municipal Bond Fund........... .55 $ 2.5 billion Comstock Partners Strategy Fund, Inc........ ********* $557 Portfolio ("QBP")

~~A-2~~ ~~- - ------- + Except where indicated. ++ As a percentage of average weekly net assets. +++ Pursuant to a settlement of litigation, payments will be made by Dreyfus~~

SCHEDULE 2

Set forth below for each Fund is information as to the ~~Fund each year until October 14, 1998 based upon the average daily net assets~~number of shares of the Fund ~~as follows: $90,000,~~outstanding and those shareholders, if such assets are between $1 billion and $2 billion; $200,000, if such assets are between $2 billion and $3.5 billion; $350,000, if such assets are between $3.5 billion and $5 billion; $550,000, if such assets are between $5 billion and $7.5 billion; $775,000, if such assets are between $7.5 billion and $10 billion; and $1,000,000, if such assets exceed $10 billion. * .44 of 1% of the first $25 million of average daily net assets, .37 of 1% of the next $50 million of such assets, .33 of 1% of the next $125 million of such assets, .29 of 1% of the next $100 million of such assets and .275 of 1% of such assets over $300 million. ** .50 of 1% of average daily net assets of the Money Market Series; .60 of 1% of average daily net assets of the Bond Series; and .60 of 1% of average daily net assets of the Intermediate Bond Series. *** .60 of 1% of the first $25 million of average daily net assets, .50 of 1% of the next $50 million of such assets, .45 of 1% of the next $125 million of such assets, .40 of 1% of the next $100 million of such assets and .375 of 1% of such assets over $300 million. **** .65 of 1% of the first $1.5 billion of average daily net assets, .625 of 1% of the next $500 million of such assets, .60 of 1% of the next $500 million of such assets and .55 of 1% of such assets over $2.5 billion. ***** .50 of 1% of the first $1.5 billion of average daily net assets, .48 of 1% of the next $500 million of such assets, .47 of 1% of the next $500 million of such assets and .45 of 1% of such assets over $2.5 billion. ****** .65 of 1% of the first $200 million of average daily net assets, .55 of 1% of the next $100 million of such assets and .375 of 1% of such assets over $300 million. ******* .65 of 1% of the first $200 million of average daily net assets, .40 of 1% of the next $100 million of such assets and .375 of 1% of such assets over $300 million. ******** .50 of 1% of average daily net assets of the Money Market Portfolio; .65 of 1% of average daily net assets of the Quality Bond Portfolio; .45 of 1% of average daily net assets of the Zero Coupon 2000 Portfolio; .75 of 1% of average daily net assets of the Small Cap Portfolio; .375 of 1% of average daily net assets of the Managed Assets Portfolio; .75 of 1% of average daily net assets of the Growth and Income Portfolio; and .75 of 1% of average daily net assets of the International Equity Portfolio. ********* The Fund's investment adviser, notany, known by the Fund ~~pays Dreyfus~~to own of record or beneficially 5% or more of a ~~monthly sub-investment advisory fee at the annual rate of .15 of 1%~~class of the Fund's ~~average daily net assets. A-3~~ ~~Part II Dreyfus serves as administrator and DSC serves as distributor where indicated for the investment companies listed below, the approximate net assets of which~~outstanding voting securities (including series thereof) as of May ~~4, 1994~~11, 2012.

Name of Fund and Number of Shares Outstanding	Name and Address of Shareholder	Amount of Shares Held	Percentage of Shares Held

AF:
DGARF–Class A 520,254.1860	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	33,967.8950	6.5291%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	34,324.3440	6.5976%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	145,348.1980	27.9379%
	Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4151	171,427.1400	32.9507%
DGARF–Class C 107,966.1300	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	19,706.2990	18.2523%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	19,985.2140	18.5106%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	36,207.4070	33.5359%
	American Enterprise Investment Svc. P.O. Box 9446 Minneapolis, MN 55440-9446	23,122.1460	21.4161%
DGARF–Class I 1,172,089.3290	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	62,358.2930	5.3341%
	SEI Private Trust Company C/O Mellon Bank Attn: Mutual Fund Admin. One Freedom Valley Drive Oaks, PA 19456-9989	530,003.8780	45.3360%
	Dreyfus Moderate Allocation Fund The Dreyfus Corporation Attn: John Heinsohn 200 Park Avenue, 7th Floor New York, NY 10166-0090	140,960.5710	12.0576%
	Dreyfus Growth Allocation Fund The Dreyfus Corporation Attn: John Heinsohn 200 Park Avenue, 7th Floor New York, NY 10166-0090	103,895.8260	8.8871%
	Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4151	119,924.6530	10.2582%
	LPL Financial 9785 Towne Centre Drive San Diego, CA 92121-1968	60,022.6740	5.1343%
DGDBF–Class A 72,525.1190	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	18,456.7510	25.4488%
	American Enterprise Investment Svc. P.O. Box 9446 Minneapolis, MN 55440-9446	13,509.5770	18.6274%
	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Drive Suite 102 Newark, DE 19711	40,000.000	55.1533%
DGDBF–Class C 42,661.4180	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Drive Suite 102 Newark, DE 19711	40,000.0000	96.0986%
DGDBF–Class I 714,029.7210	BLMC LP A Partnership P.O. Box 2212 Soquel, CA 95063	191,833.3220	26.8663%
	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Drive Suite 102 Newark, DE 19711	399,807.5380	55.9931%
	Global Investors LP 100 Court Avenue, Suite 211 Des Moines, IA 50309-2213	120,140.9140	16.8258%
DGRRF–Class A 540,110.5910	UBS WM USA 499 Washington Boulevard Jersey City, NJ 07310-1995	380,040.4810	70.3010%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	85,732.4940	15.8590
DGRRF–Class C 31,664.5540	UBS WM USA 499 Washington Boulevard Jersey City, NJ 07310-1995	6,398.0380	20.2057%
	American Enterprise Investment Svc. P.O. Box 9446 Minneapolis, MN 55440-9446	4,729.6510	14.9367%
	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Drive Suite 102 Newark, DE 19711	16,472.3470	52.0214%
DGRRF–Class I 2,026,366.3640	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	188,821.8290	9.3182%
	Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4151	1,698,696.5230	83.8297%
DIVF–Class A 8,724,655.9770	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	2,665,152.4140	30.4926%
	The Vanguard Fiduciary Trust Co. Attn: Outside Funds P.O. Box 2600 Valley Forge, PA 19482-2600	1,712,992.4600	19.5987%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	1,550,043.3380	17.7344%
DIVF–Class C 924,328.4300	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	55,060.5570	5.9790%
	UBS WM USA 499 Washington Boulevard Jersey City, NJ 07310-1995	87,242.9540	9.4736%
	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	97,803.7080	10.6204%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	408,804.5700	44.3916%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	95,155.0820	10.3328%
DIVF–Class I 8,905,079.7630	SEI Private Trust Company C/O Mellon Attn: Mutual Funds One Freedom Valley Drive Oaks, PA 19456-9989	814,007.3420	9.1409%
	Dreyfus Premier Diversified International Fund The Dreyfus Corporation Attn: John Heinsohn 200 Park Avenue, 7th Floor New York, NY 10166-0090	7,533,511.9850	84.5977%
DOMVF–Class A 34,379,720.1700	Fidelity Investments Institutional Operations Co. as Agent for Entropic Communications Inc. 100 Magellan Way (KWIC) Covington, KY 41015-1999	4,216,815.4350	12.2581%
	JPMorgan Chase as Trustee FBO $uper $aver 401(k) Plan 11500 Outlook Street Overland Park, KS 66211-1804	5,828,419.1150	16.9429%
	The Vanguard Fiduciary Trust Co. Attn: Outside Funds P.O. Box 2600 Valley Forge, PA 19482-2600	4,279,516.4050	12.4403%
DOMVF–Class C 867,940.7070	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	43,815.2670	5.0335%
	UBS WM USA 499 Washington Boulevard Jersey City, NJ 07310-1995	126,498.8430	14.5321%
	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	87,181.4130	10.0153%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	53,149.9450	6.1058%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	178,317.7630	20.4850%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	75,370.1160	8.6584%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	61,818.8310	7.1017%
	LPL Financial 9785 Towne Centre Drive San Diego, CA 92121-1968	50,825.1360	5.8387%
DOMVF–Class I 5,748,438.1420	Banco Popular de Puerto Rico as TRU FBO The TJX Companies, Inc. General Savings/Profit Sharing Plan – Puerto Rico 11500 Outlook Street Overland Parks, KS 66211-1804	1,716,335.6110	29.7833%
	Fidelity Investments Institutional Operations Co. as Agent for Pfeiffer Vacuum Inc. 401(k) Plan 100 Magellan Way (KWIC) Covington, KY 41015-1999	533,543.0200	9.2585%
	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	731,098.8070	12.6866%
	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	551,824.4940	9.5757%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	457,304.9570	7.9355%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	487,229.9100	8.4548%
	JPMorgan Chase as Trustee FBO American Eagle 401(k) Plan 11500 Outlook Street Overland Park, KS 66211-1804	326,502.7550	5.6658%
DOSCF 24,432,555.9930	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	3,006,826.1370	12.3068%
	SEI Private Trust Company C/O Mellon Attn: Mutual Funds One Freedom Valley Drive Oaks, PA 19456-9989	6,111,593.5510	25.0145%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	1,754,506.6310	7.1811%
	Charles Schwab & Co. Inc. Reinvest Account 101 Montgomery Street San Francisco, CA 94104-4151	1,597,996.1310	6.5405%
DOUSSF–Class A 3,020.9380	Wilbert Lawrence Brooklyn, NY	168.9190	5.5916%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	1,180.1730	39.0664%
	The Bank of New York Mellon Cust. FBO Stephen J. Oracko Under IRA Rollover Plan Roanoke, VA	292.2630	9.6746%
	The Bank of New York Mellon Cust. FBO Nicholas P. Linihan Under IRA Plan Fruitport, MI	203.8040	6.7464%
	The Bank of New York Mellon Cust. FBO Lois B. Willis Under IRA Plan Overland Parks, KS	375.7790	12.4391%
	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Drive Suite 102 Newark, DE 19711	800.0000	26.4818%
DOUSSF–Class C 2,273.129	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	1,397.7710	61.4911%
	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Drive Suite 102 Newark, DE 19711	800.0000	35.1938%
DOUSSF–Class I 238,750.1400	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Drive Suite 102 Newark, DE 19711	238,400.0000	99.8533%
DSVF–Class A 29,183,841.6400	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	1,879,677.7330	6.4412%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	1,664,511.7960	5.7039%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	2,241,025.9530	7.6795%
	UMB Bank NA FBO Fiduciary for Tax Deferred Accts One Security Benefit Place Topeka, KS 66636-1000	1,539,515.8470	5.2756%
	Charles Schwab & Co. Inc. Attn: Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151	2,380,189.4190	8.1563%
DSVF–Class C 1,861,477.3050	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	145,845.8760	7.8547%
	UBS WM USA 499 Washington Boulevard Jersey City, NJ 07310-1995	136,824.4730	7.3689%
	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	189,230.8530	10.1913%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	393,983.4170	21.2185%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	175,903.9240	9.4736%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	103,443.8390	5.5711%
DSVF–Class I 6,528,757.9420	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	739,472.7760	11.3237%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	757,729.4060	11.6032%
	SEI Private Trust Company C/O Mellon Attn: Mutual Funds One Freedom Valley Drive Oaks, PA 19456-9989	1,037,945.2830	15.8942%
DSMF–Class A 1,285,210.6040	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	238,746.4210	18.5875%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	134,596.7980	10.4790%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	155,476.1910	12.1045%
	Orchard Trust Co. TTEE Employee Benefits Clients 401(k) 8515 Orchard Road 2T2 Greenwood Village, CO 80111-5002	64,650.7120	5.0333%
	Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4151	73,624.7360	5.7320%
DSMF–Class C 551,922.0690	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	104,966.4310	19.0616%
	UBS WM USA 499 Washington Boulevard Jersey City, NJ 07310-1995	30,445.1340	5.5287%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	186,430.0500	33.8552%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	70,427.5240	12.7894%
DSMF–Class I 1,226,737.9500	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	511,061.7000	41.6188%
	WTC TTEE FBO Mercycare Service Corp. Supplemental Retirement Plan C/O Mutual Funds P.O. Box 8880 Wilmington, DE 19899-8880	325,198.6110	26.4828%
	Wells Fargo Bank NA Omnibus Acct for Various Ret. Plans 1525 West WT Harris Boulevard Charlotte, NC 28288-1076	207,465.4010	22.0256%
DTGF–Class A 6,854,139.1960	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	668,201.4210	9.7523%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	530,031.3120	7.7357%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	376,651.6600	5.4972%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	412,466.1580	6.0199%
	Charles Schwab & Co. Inc. Reinvest Account 101 Montgomery Street San Francisco, CA 94104-4151	510,474.7920	7.4503%
DTGF–Class C 945,704.8650	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	84,068.6260	8.8962%
	Citigroup Global Markets Inc. 333 West 34th Street New York, NY 10001-2402	50,328.2970	5.3258%
	UBS WM USA 499 Washington Boulevard Jersey City, NJ 07310-1995	83,844.0690	8.8724%
	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	84,370.3910	8.9281%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	229,287.3080	24.2632%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	113,425.9270	12.0028%
	Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4151	48,781.6920	5.1621%
DTGF–Class I 400,230.6490	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	58,691.6080	14.6085%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	34,588.4900	8.6092%
	SEI Private Trust Company C/O Mellon Attn: Mutual Funds One Freedom Valley Drive Oaks, PA 19456-9989	27,329.5400	6.8024%
	TD Ameritrade Inc. for the Exclusive Benefit of Our Clients P.O. Box 2226 Omaha, NE 68103-2226	121,570.5170	30.2592%
	Orchard Trust Co. TTEE Employee Benefits Clients 401(k) 8515 East Orchard Road 2T2 Greenwood Village, CO 80111-5002	39,441.6250	9.8171%
DTEMF–Class A 54,668.6190	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	10,640.4080	19.4635%
	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Drive Suite 102 Newark, DE 19711	40,000.0000	73.1681%
DTEMF–Class C 46,392.9510	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	5,848.7650	12.4429%
	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Drive Suite 102 Newark, DE 19711	40,000.0000	85.0976%
DTEMF–Class I 5,164,772.8130	Fifth Street Station LLC A Partnership 505 5th Avenue S, Suite 900 Seattle, WA 98104-3821	432,900.4330	8.3818%
	SEI Private Trust Company C/O Mellon Attn: Mutual Funds One Freedom Valley Drive Oaks, PA 19456-9989	3,991,398.2100	77.2812%
	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Drive Suite 102 Newark, DE 19711	732,511.6710	14.1828%
DTRAF–Class A 3,647,561.4900	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	517,181.2690	14.1953%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	1,950,851.6210	53.5460%
	LPL Financial 9785 Towne Centre Drive San Diego, CA 92121-1968	428,784.0970	11.7691%
DTRAF–Class C 612,847.3590	UBS WM USA 499 Washington Boulevard Jersey City, NJ 07310-1995	92,154.5570	15.0448%
	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	50,863.1810	8.3037%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	72,845.7400	11.8925%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	176,250.8340	28.7740%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	51,774.6600	8.4525%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	104,730.8870	17.0980%
DTRAF–Class I 1,673,499.3480	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	240,733.5080	14.3887%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	369,228.4690	22.0688%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	237,402.5550	14.1896%
	Dreyfus Conservative Allocation Fund The Dreyfus Corporation Attn: John Heinsohn 200 Park Avenue, 7th Floor New York, NY 10166-0090	300,389.0270	17.9543%
	Dreyfus Moderate Allocation Fund The Dreyfus Corporation Attn: John Heinsohn 200 Park Avenue, 7th Floor New York, NY 10166-0090	348,716.9290	20.8428%
GAF–Class A 1,334,580.3540	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	68,050.4340	5.1236%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	144,068.0010	10.8470%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	68,331.0740	5.1447%
	RBC Capital Markets LLC Mutual Fund Omnibus Processing Attn: Mutual Funds Ops Manager 510 Marquette Avenue S Minneapolis, MN 55402-1110	96,554.2680	7.2696%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	627,872.3350	47.2730%
GAF–Class C 699,047.2360	UBS WM USA 499 Washington Boulevard Jersey City, NJ 07310-1995	51,966.2850	7.4336%
	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	93,258.4600	13.3403%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	164,316.7190	23.5049%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	103,985.3250	14.8747%
	RBC Capital Markets LLC Mutual Fund Omnibus Processing Attn: Mutual Funds Ops Manager 510 Marquette Avenue S Minneapolis, MN 55402-1110	65,280.5880	9.3382%
	American Enterprise Investment Svc. P.O. Box 9446 Minneapolis, MN 55440-9446	119,312.5070	17.0672%
GAF–Class I 5,841,565.7300	SEI Private Trust Company C/O Mellon Attn: Mutual Funds One Freedom Valley Drive Oaks, PA 19456-9989	5,278,792.5490	90.3743%

DUSTMMF 1,259,379,082.8710	Lighthouse Capital Insurance Co. P.O. Box 69 Grand Cayman	93,980,530.2500	7.4645%

DBUSMSF 5,817,487.3130	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	361,237.4630	6.2084%
	The Bank of New York Mellon Cust. FBO Adrienne G. Gruberg Under IRA Plan New York, NY	421,515.3080	7.2443%
	Trust Company of America P.O. Box 6503 Englewood, CO 80155-6503	1,422,675.1760	24.4507%

DGIF 35,124,981.2030	None	N/A	N/A

DIF:
DISIF 33,994,280.0120	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	3,182,468.1750	9.3553%
	VRSCO FBO Volunteers of America Bay Area 2929 Allen Parkway, A6-20 Houston, TX 77019-7177	11,115,359.2570	32.6750%
	Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4151	7,995,305.6470	23.5032%
DSPIF 61,848,807.9170	Fidelity Investments Institutional Operations Co. as Agent for Pericom Semiconductor Corporation 100 Magellan Way (KWIC) Covington, KY 41015-1999	11,064,801.0160	17.8844%
	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	6,772,465.1880	10.9466%
	Nationwide Life Insurance Company DCVA C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029	4,373,614.1190	7.0692%
	VRSCO FBO Blue Mountain Hosp Dist 2929 Allen Parkway, A6-20 Houston, TX 77019-7177	8,653,882.5040	13.9876%
	Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4151	6,910,062.4810	11.1690%
DSCIF 52,452,233.7440	Fidelity Investment Institutional Operations Co. as Agent for Affiliated Associates 100 Magellan Way (KWIC) Covington, KY 41015-1999	3,654,192.2910	6.9652%
	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	7,597,745.9900	14.4819%
	VRSCO FBO Texas Tech University 403B 2929 Allen Parkway, A6-20 Houston, TX 77019-7177	8,818,487.7160	16.8088%
	Wells Fargo Bank NA FBO Rt Bae Sys Land and Armaments Excs P.O. Box 1533 Minneapolis, MN 55480-1533	4,817,029.3700	9.1816%
	Charles Schwab & Co. Inc. Reinvest Account 101 Montgomery Street San Francisco, CA 94104-4151	10,852,398.3260	20.6855%

DILF:
DBEF–Class A 2,154,869.2540	UBS WM USA 499 Washington Boulevard Jersey City, NJ 07310-1995	268,826.9400	12.4724%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	173,834.6490	8.0652%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	278,220.6320	12.9082%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	825,408.1120	38.2953%
DBEF–Class C 418,893.6590	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	38,542.7660	9.2009%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	179,307.1090	42.8042%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	70,898.0790	16.9248%
	LPL Financial 9785 Towne Centre Drive San Diego, CA 92121-1968	34,220.8090	8.1692%
DBEF–Class I 463,819.6770	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	64,463.7190	13.9451%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	257,871.1350	55.7840%
	LPL Financial 9785 Towne Centre Drive San Diego, CA 92121-1968	102,051.5550	22.0763%
DEMF–Class A 37,735,570.3670	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	4,442,091.6610	11.7677%
	Citigroup Global Markets Inc. 333 West 34th Street New York, NY 10001-2402	3,880,411.2620	10.2798%
	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	6,883,390.4450	18.1026%
	The Vanguard Fiduciary Trust Co. Attn: Outside Funds P.O. Box 2600 Valley Forge, PA 19482-2600	1,963,891.5410	5.2026%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	2,551,884.2030	6.7603%
	Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4151	4,929,158.9090	13.0580%
DEMF–Class C 2,946,947.0670	Citigroup Global Markets Inc. 333 West 34th Street New York, NY 10001-2402	147,885.4440	5.0316%
	UBS WM USA 499 Washington Boulevard Jersey City, NJ 07310-1995	207,487.7870	7.0609%
	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	367,206.4060	12.4961%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	355,462.9080	12.0965%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	512,089.9480	17.4266%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	229,323.6310	7.8039%
DEMF–Class I 69,602,645.9240	JPMorgan Chase as Trustee FBO $uper $aver 401(k) Plan 11500 Outlook Street Overland Park, KS 66211-1804	5,706,876.0100	8.1954%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	32,742,605.5130	47.0202%
	SEI Private Trust Company C/O State Street Bank & Trust Attn: Mutual Fund Administrator One Freedom Valley Drive Oaks, PA 19456-9989	13,293,205.9220	19.0898%
	Dreyfus Premier Diversified International Fund The Dreyfus Corporation Attn: John Heinsohn 200 Park Avenue, 7th Floor New York, NY 10166-0090	5,241,570.0550	7.5272%
	Edward D. Jones & Co. Attn: Mutual Fund Shareholder Accounting 201 Progress Parkway Maryland Heights, MO 63043-3009	3,535,687.4120	5.0774%

DMFI:
DMCF–Class A 3,079,529.4100	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	400,968.9770	13.0314%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	408,291.9390	13.2694%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	194,722.0150	6.3284%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	450,279.2800	14.6340%
DMCF–Class C 714,449.1170	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	38,650.3800	5.4321%
	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	79,891.5140	11.2283%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	70,016.2260	9.8404%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	106,576.3840	14.9787%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	107,462.3380	15.1032%
	LPL Financial Services 9785 Towne Centre Drive San Diego, CA 92121-1968	45,370.5210	6.3766%
DMCF–Class I 976,974.2110	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	123,533.0090	12.6399%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	52,806.1180	5.4031%
	Wilmington Trust Company Cust. FBO Henry Street Settlement C/O Mutual Funds P.O. Box 8880 Wilmington, DE 19899-8880	303,538.5700	31.0582%

DMFII:
DBOF–Class A 9,008,403.7020	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	1,050,018.3050	11.6662%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	982,734.9240	10.9187%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	569,790.0880	6.3307%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	577,656.6280	6.4181%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	539,438.0980	5.9934%
	Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4151	632,712.5690	7.0298%
DBOF–Class C 2,204,301.4020	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	248,578.2900	11.2951%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	334,224.6130	15.1868%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	185,236.5050	8.4169%
DBOF–Class I 123,293.2490	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	11,836.1680	9.6000%
	Maura McCarthy & David Conley TTEEs George M. & Ann E. Conley Irrevocable Trust UA Dtd 09/14/2006 Bayside, NY	7,113.1470	5.7693%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	14,752.1210	11.9650%
	SEI Private Trust Company C/O Mellon Attn: Mutual Funds One Freedom Valley Drive Oaks, PA 19456-9989	6,726.2520	5.4555%
	Mac & Co. Mutual Fund Operations P.O. Box 3198 Pittsburgh, PA 15230-3198	11,535.6100	9.3562%
	Southwest Gas Corp. Foundation 5241 Spring Mountain Road Las Vegas, NV 89150-0002	21,318.7570	17.2910%
DBOF–Class J 1,281,510.2870	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	82,360.6660	6.4268%
	Charles Schwab & Co. Inc. Reinvest Account 101 Montgomery Street San Francisco, CA 94104-4151	226,780.6890	17.6963%
DBOF–Class Z 2,314,779.1090	Nationwide Trust Company FSB C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029	181,779.4560	7.8537%
	Nationwide Life Insurance Company C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029	594,876.3080	25.7015%
	Charles Schwab & Co. Inc. Reinvest Account 101 Montgomery Street San Francisco, CA 94104-4151	142,365.3180	6.1509%

DMIF 88,078,857.0130	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	11,130,867.8020	12.6306%
	SEI Private Trust Company C/O Mellon Attn: Mutual Funds One Freedom Valley Drive Oaks, PA 19456-9989	8,420,475.3760	9.5550%
	Wells Fargo Bank FBO Various Retirement Plans 1525 West WT Harris Boulevard Charlotte, NC 28262-8522	8,311,680.3980	9.4315%
	VRSCO FBO Northwest Regional Hospital 2929 Allen Parkway, A6-20 Houston, TX 77019-7177	13,524,344.1040	15.3465%
	Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4151	14,197,943.9960	16.1109%

DMMI:
GSS 2,813,534.5900	Citigroup Global Markets Inc. 333 West 34th Street New York, NY 10001-2402	367,317,745.4900	74.7455%
	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	32,643,357.3800	6.6426%
MMS 686,980,921.1890	Citigroup Global Markets Inc. 333 West 34th Street New York, NY 10001-2402	622,056,314.3800	90.3930%

DNJMBF–Class A 34,245,719.9760	None	N/A	N/A

DNJMBF–Class C 744,465.3220	Citigroup Global Markets Inc. 333 West 34th Street New York, NY 10001-2402	39,496.8960	5.6468%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	256,665.4280	36.6953%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	152,792.3680	21.8446%
	LPL Financial 9785 Towne Centre Drive San Diego, CA 92121-1968	44,006.8180	6.2916%
DNJMBF–Class I 220,728.8400	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	79,702.9930	36.1090%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	137,844.1890	62.4496%
DNJMBF–Class Z 10,532,012.5330	Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept. 101 Montgomery Street San Francisco, CA 94104-4151	561,886.8940	5.3360%

DPIF:
DDIF–Class A 1,018,783.2440	UBS WM USA 499 Washington Boulevard Jersey City, NJ 07310-1995	76,363.1800	7.4955%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	711,277.2890	69.8164%
DDIF–Class C 32,714.8190	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	2,587.3500	7.7944%
	Lawrence A. Froehlich & George F. Froelich TTEEs Froehlich Foundation UA Dtd 9/20/2006 South Park, PA	2,121.4080	6.3908%
	American Enterprise Investment Svc. P.O. Box 9446 Minneapolis, MN 55440-6449	24,308.7990	73.2305%
DDIF–Class I 53,862,778.7400	SEI Private Trust Company C/O Mellon Bank Attn: Mutual Fund Administrator One Freedom Valley Drive Oaks, PA 19456-9989	53,416,989.3540	99.1395%
DEAF–Class A 2,962,096.5760	Citigroup Global Markets Inc. 333 West 34th Street New York, NY 10001-2402	198,020.5360	6.6858%
	UBS WM USA 499 Washington Boulevard Jersey City, NJ 07310-1995	263,873.7130	8.9092%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	326,186.2330	11.0131%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	224,342.8410	7.5745%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	714,174.6380	24.1128%
DEAF–Class C 1,259,839.9580	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	188,948.1120	15.0041%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	185,033.1530	14.6932%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	328,555.5110	26.0901%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	195,734.9650	15.5430%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	88,686.2880	7.0424%
DEAF–Class I 2,262,056.1830	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	180,735.4710	7.9942%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	383,870.1610	16.9791%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	213,525.9030	9.4446%
	Dreyfus Premier Diversified International Fund The Dreyfus Corporation Attn: John Heinsohn 200 Park Avenue, 7th Floor New York, NY 10166-0090	1,146,822.7870	50.7256%
DGRESF–Class A 339,241.5520	Ira Glener TOD Woodside, NY	46,447.1410	13.6915%
	UBS WM USA 499 Washington Boulevard Jersey City, NJ 07310-1995	40,884.8980	12.0401%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	48,800.1380	14.3851%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	63,173.1580	18.6219%
	Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4151	34,111.0200	10.0551%
DGRESF–Class C 90,320.0890	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	6,595.2600	7.3021%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	23,987.7120	26.5586%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	32,318.0430	35.7817%
	American Enterprise Investment Svc. P.O. Box 9446 Minneapolis, MN 55440-9446	8,247.8720	9.1318%
	Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4151	6,997.7060	7.7477%
DGRESF–Class I 43,221,443.5790	SEI Private Trust Company C/O Mellon Bank Attn: Mutual Fund Administrator One Freedom Valley Drive Oaks, PA 19456-9989	34,560,041.5270	79.8629%
	Mac & Co. Attn: Mutual Fund Operations P.O. Box 3198 525 William Penn Place Pittsburgh, PA 15230-3198	2,534,629.2440	5.8571%
DGCF–Class A 7,834,591.6350	National Financial Services 82 Devonshire Street G10G Boston, MA 02109-3605	557,150.6620	7.1182%
	Citigroup Global Markets Inc. 333 West 34th Street New York, NY 10001-2402	432,213.9450	5.5220%
	UBS WM USA 499 Washington Boulevard Jersey City, NJ 07310-1995	454,067.2460	5.8012%
	Morgan Stanley & Co. Harborside Financial Plaza 2 3rd Floor Jersey City, NJ 07303-2052	392,387.5840	5.0132%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	686,618.9950	8.7723%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	810,771.4600	10.3585%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	445,050.2210	5.6860%
	American Enterprise Investment Svc. P.O. Box 9446 Minneapolis, MN 55440-9446	1,106,671.4780	14.1390%
	Charles Schwab & Co. Inc. Attn: Mutual Fund Operations 120/2 101 Montgomery Street San Francisco, CA 94104-4151	733,560.9360	9.3721%
DGCF–Class C 4,321,400.7350	National Financial Services 82 Devonshire Street G10G Boston, MA 02109-3605	384,435.4200	8.9230%
	Citigroup Global Markets Inc. 333 West 34th Street New York, NY 10001-2402	268,690.8170	6.2365%
	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	341,974.6450	7.9374%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	268,247.9180	6.2262%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	1,387,829.2560	32.2124%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	431,979.2500	10.0265%
DGCF–Class I 2,154,247.7830	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	448,584.4100	20.8608%
	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	160,697.8050	7.4730%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	654,868.6060	30.4537%
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	289,232.7080	13.4504%
DINF–Class A 206,193.1050	UBS WM USA 499 Washington Boulevard Jersey City, NJ 07310-1995	10,838.3610	5.3016%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	14,148.5250	6.9207%
	The Bank of New York Mellon Cust. FBO Steven A. Evans Under IRA Rollover Plan New Canaan, CT	12,353.9330	6.0429%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	77,191.1810	37.7580%
	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Drive Suite 102 Newark, DE 19711	30,090.7440	14.7189%
DINF–Class C 84,548.7330	The Bank of New York Mellon Cust. FBO Abraham B. Stenberg Under SEP IRA Plan Purchase, NY	6,168.2060	7.2954%
	Oppenheimer & Co Inc. FBO Marvin Levin Roth IRA Elkins Park, PA	7,030.2280	8.3150%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	13,771.6450	16.2884%
	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Drive Suite 102 Newark, DE 19711	40,000.0000	47.3100%
DINF–Class I 99,626.5050	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Drive Suite 102 Newark, DE 19711	40,000.0000	40.1500%
	LPL Financial 9785 Towne Centre Drive San Diego, CA 92121-1968	54,007.5200	54.2100%
DLCEF–Class A 58,702.4650	Robert Gerry Schnelle Trustee The Robert Gerry Schnelle Trust U/A DTD 12/06/1991 1825 Alyssum Place Winston Salem, NC 27127-7548	9,866.2230	16.8053%
	Hong Wang & James Q. Hull JTWROS Norristown, PA	3,924.6160	6.6849%
	American Enterprise Investment Svc. P.O. Box 9446 Minneapolis, MN 55440-9446	8,320.1660	14.1719%
	Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4151	25,166.9480	42.8673%
DLCEF–Class C 9,187.0660	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	2,912.0140	31.6969%
	The Bank of New York Mellon Cust. FBO Robert J. Santo Roth IRA Bethlehem, PA	1,923.0100	20.9317%
	American Enterprise Investment Svc. P.O. Box 9446 Minneapolis, MN 55440-9446	3,821.4970	41.5965%
DLCEF–Class I 17,502,233.6300	SEI Private Trust Company C/O Harris Bank ID 940 Attn: Mutual Funds One Freedom Valley Drive Oaks, PA 19456-9989	15,769,910.3940	89.9284%
DLCGF–Class A 162,601.1810	Constantine L. Tsomides & Diana G. Tsomides JT TEN TOD Brookline, MA 02445-5753	10,955.6160	6.7377%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	17,318.6200	10.6510%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	9,367.6070	5.7611%
	Barbara Alexander Buck TOD Riverview, FL	10,347.8930	6.3640%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	25,631.9120	15.7637%
	Stifel Nicolaus & Co. Inc. Exclusive Benefit of Customers 501 N. Broadway St. Louis, MO 63102-2188	15,700.1000	9.6556%
	Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4151	12,852.3790	7.9042%
DLCGF–Class C 23,454.157	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	14,492.4750	61.7906%
	Guy Devine Tod Plainville, MA	1,358.6090	5.7926%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	5,115.6580	21.8113%
DLCGF–Class I 5,134,319.9030	SEI Private Trust Company C/O Mellon Bank Attn: Mutual Funds One Freedom Valley Drive Oaks, PA 19456-9989	4,190,554.0120	81.6185%
DSAF–Class A 39,930.7660	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	3,688.9720	9.2384%
	American Enterprise Investment Svc. 707 2nd Avenue South Minneapolis, MN 55402-2405	26,779.4830	67.0648%
	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Drive Suite 102 Newark, DE 19711	8,002.2490	20.0403%
DSAF –Class C 9,579.3810	Frederick R. Semon & Edwin J. Semon JT TEN Clarendon Hills, IL	1,115.3620	11.6434%
	American Enterprise Investment Svc. P.O. Box 9446 Minneapolis, MN 55440-9446	4,209.6130	43.9445%
	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Drive Suite 102 Newark, DE 19711	4,000.8460	41.7652%
DSAF –Class I 4,408.5240	Fidelity Investments Institutional Operations Co. as agent for Teletracking Technologies Inc. 100 Magellan Way (KWIC) Covington, KY 41015-1999	405.4330	9.1966%
	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Drive Suite 102 Newark, DE 19711	4,003.0900	90.8034%

DRGF–Class A 51,595,043.4620	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	3,070,609.9860	5.9520%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	2,982,513.2660	5.7812%
	First Clearing, LLC 10750 Wheaton First Drive Glen Allen, VA 23060-9243	3,797,093.6370	7.3601%
	American Enterprise Investment Svc. P.O. Box 9446 Minneapolis, MN 55440-9446	3,583,674.4620	6.9465%
	Charles Schwab & Co. Inc. Reinvested Dividends 101 Montgomery Street San Francisco, CA 94104-4151	10,446,724.3500	20.2495%
DRGF–Class C 9,251,255.5900	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	650,033.0530	7.0296%
	UBS WM USA 499 Washington Boulevard Jersey City, NJ 07310-1995	491,815.2670	5.3186%
	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	617,248.7080	6.6751%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	655,423.2670	7.0879%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	870,537.3420	9.4142%
	First Clearing, LLC 10750 Wheaton First Drive Glen Allen, VA 23060-9243	1,579,088.4890	17.0766%
	Charles Schwab & Co. Inc. Attn: Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151	1,045,214.9950	11.3032%
DRGF–Class I 4,925,268.3800	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	527,020.5210	10.6743%
	First Clearing, LLC 10750 Wheaton First Drive Glen Allen, VA 23060-9243	681,961.7990	13.8125%
	Mac & Co. Attn: Mutual Fund Operations P.O. Box 3198 Pittsburgh, PA 15230-3198	1,391,503.3200	28.1836%
	RBC Capital Markets LLC Mutual Fund Omnibus Processing Attn: Mutual Fund Ops Manager 510 Marquette Avenue S Minneapolis, MN 55402-1110	336,845.8460	6.8225%
	LPL Financial 9785 Towne Centre Drive San Diego, CA 92121-1968	507,564.0890	10.2802%

DRGF–Class Z 34,156,012.0980	None	N/A	N/A

DSIF–Initial Shares 50,357,229.7930	Sun Life Assurance Company of Canada (US) Large Case Attn: Accounting Control P.O. Box 9134 Wellesley Hills, MA 02481-9134	2,739,052.4240	5.4405%
	Nationwide Life Insurance Company C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029	31,716,349.7060	62.9969%
DSIF–Service Shares 5,750,274.8080	Annuity Investors Life Insurance Co. Attn: Chris Accurso P.O. Box 5423 Cincinnatti, OH 45201-5423	439,615.8210	7.6374%
	Nationwide Life Insurance Company C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029	3,992,987.5090	69.3697%
	Transamerica Life Insurance Co. 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	417,829.6810	7.2589%
	Symetra Life Insurance Co. Attn: RS Accounting P.O. Box 3882 Seattle, WA 98124-3882	825,049.7800	14.3335%

DUSTITF 7,537,992.5550	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	554,362.0520	7.3489%
	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	688,673.0770	9.1294%

DUSTLTF 4,101,847.6930	National Financial Services 82 Devonshire Street, G10G Boston, MA 02109-3605	410,657.7650	9.9986%
	First Clearing, LLC 10750 Wheaton First Drive Glen Allen, VA 23060-9243	263,446.7740	6.4144%

DVIF:
AP–Initial Shares 8,855,674.7700	Annuity Investors Life Insurance Co. Attn: Chris Accurso P.O. Box 5423 Cincinnatti, OH 45201-5423	463,203.6510	5.2296%
	Nationwide Life Insurance Company C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029	4,713,758.8640	53.2189%
	Transamerica Financial Life Insurance Company 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	465,758.7000	5.2585%
	Transamerica Life Insurance Co. 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	1,431,443.9970	16.1612%
AP–Service Shares 4,671,017.4060	Ohio National Life Insurance Co. FBO Its Separate Accounts Attn: Dennis Taney P.O. Box 237 1 Financial Way Cincinnati, OH 45201-0237	953,126.7330	20.4124%
	Nationwide Life Insurance Company C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029	2,408,132.7200	51.5732%
	Transamerica Life Insurance Co. 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	411,846.6470	8.8202%
	Transamerica Advisors Life Insurance Co. NY 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	665,433.3670	14.2511%
GIP–Initial Shares 3,307,476.8000	Annuity Investors Life Insurance Co. Attn: Chris Accurso P.O. Box 5423 Cincinnatti, OH 45201-5423	234,119.9560	7.0888%
	Nationwide Life Insurance Company C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029	710,131.1740	21.5018%
	Transamerica Financial Life Insurance Company Aegon USA FMD Accounting 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	386,357.8350	11.6984%
	Transamerica Life Insurance Co. 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	1,478,156.7120	44.7565%
GIP–Service Shares 365,152.1130	Transamerica Life Insurance Co. 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	352,065.4490	96.4206%
IEP–Initial Shares 2,357,198.6260	Modern Woodmen Product Valuation 5801 SW Sixth Avenue Topeka, KS 66636-1001	241,783.3660	10.2575%
	Transamerica Financial Life Insurance Company Attn: FMG Operational Acctg 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	174,095.4970	7.3859%
	Transamerica Life Insurance Co. 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	749,324.0980	31.7895%
	Farm Bureau Life Insurance Co. 5400 University Avenue West Des Moines, IA 50266-5950	779,681.4000	33.0774%
	Equitrust Life Insurance Co. Attn: Mutual Fund Accounting 5400 University Avenue West Des Moines, IA 50266-5950	144,614.6960	6.1352%
	Great West Life & Annuity Ins. Co. 8515 East Orchard Road, 2T2 Englewood, CO 80111-5002	181,486.0870	7.6994%
IEP–Service Shares 650,068.3580	Transamerica Life Insurance Co. 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	204,194.7250	31.4180%
	IDS Life Insurance Company 222 AXP Financial Center Minneapolis, MN 55474-0002	388,544.8480	59.7827%
IVP–Initial Shares 4,733,710.8880	Nationwide Life Insurance Company C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029	1,147,081.6370	29.6219%
	Transamerica Life Insurance Co. 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	716,193.0410	18.4947%
	American Fidelity Separate Account B 2000 North Classen Boulevard Oklahoma City, OK 73106-6013	1,045,744.0920	27.0050%
	Jefferson National Life Ins. Co. Attn: Separate Accounts 9920 Corporate Campus Drive Suite 1000 Louisville, KY 40223-4051	477,077.1810	12.3199%
	Great West Life & Annuity Ins. Co. 8515 East Orchard Road 2T2 Englewood, CO 80111-5002	264,224.1130	6.8232%
IVP–Service Shares 3,412,105.5350	First Security Benefit Life Ins. Co. FBO FSBL Advisor Design – Navisys C/O Variable Annuity Dept. One Security Benefit Place Topeka, KS 66636-1000	1,313,057.3610	38.4982%
	Transamerica Life Insurance Co. 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	423,391.3980	12.4136%
	Security Distributors, Inc. SBL Advance Designs C/O Variable Annuity Dept. One Security Benefit Place Topeka, KS 66636-1000	1,613,666.4160	47.3119%
MMP 161,962,473.0500	Federal Kemper Life Assurance Co. Attn: Craig Lambertson 2500 Westfield Drive Elgin, IL 60124-7836	11,862,096.4300	7.4241%
	Transamerica Financial Life Insurance Company Separate Account Accounting Department Attn: FMG Operational Acctg 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	22,020,370.7300	13.7818%
	Transamerica Life Insurance Co. 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	72,225,385.2400	45.2036%
	Philadelphia Financial Life Assurance Separate A/C One Liberty Place 1650 Market Street, 54th Floor Philadelphia, PA 19103-7309	37,969,036.2500	23.7636%
OSCP–Initial Shares 6,097,085.2540	Lincoln Life & Annuity Co. of NY Mutual Fund Accounting 1300 South Clinton Street Fort Wayne, IN 46802-3506	408,323.7350	6.6985%
	American General Life Ins. Co. Signature II A C/O Variable Product P.O. Box 1591 Houston, TX 77251-1591	785,846.9690	12.8917%
	Annuity Investors Life Insurance Co. Attn: Chris Accurso P.O. Box 5423 Cincinnatti, OH 45201-5423	314,805.3860	5.1643%
	Nationwide Insurance Company C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029	1,096,815.4320	17.9930%
	Lincoln Life & Annuity Co. of NY 1300 South Clinton Street Fort Wayne, IN 46802-3518	828,036.3290	13.5838%
	Transamerica Financial Life Insurance Company 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	339,211.9980	5.5647%
	Transamerica Life Insurance Co. 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	868,768.6520	14.2520%
	Kansas City Life Ins. Co. Variable Annuity Product Attn: Accounting Operations P.O. Box 219139 Kansas City, MO 64121-9139	325,029.9070	5.3321%
OSCP–Service Shares 475,734.4460	Nationwide Insurance Company C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029	55,963.1250	11.7672%
	Transamerica Life Insurance Co. 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	123,510.1930	25.9701%
	Principal Financial Group Attn: IND Accounting 711 High Street Des Moines, IA 50392-9992	106,258.4710	22.3426%
	Farmer New World Life Ins. Co. Variable Universal Life Attn: Separate Accts Dept. 3003 77th Avenue SE Mercer Island, WA 98040-2890	180,571.9290	37.9683%
QBP–Initial Shares 5,657,654.9150	American General Life Ins. Co. Signature II A C/O Variable Product P.O. Box 1591 Houston, TX 77251-1591	650,010.8290	11.4893%
	Nationwide Life Insurance Nationwide Multi-Flex (NEA) C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029	452,937.8100	8.0059%
	Transamerica Financial Life Insurance Company Aegon USA FMD Accounting 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	580,953.9530	10.2687%
	Transamerica Life Insurance Co. 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	2,759,436.8660	48.7746%
	Symetra Life Insurance Co. Attn: RS Accounting P.O. Box 3882 Seattle, WA 98124-3882	845,065.0050	14.9370%
QBP–Service Shares 2,163,532.2610	Transamerica Financial Life Insurance Company Attn: FMG Operational Acctg 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	197,967.5330	9.1504%
	Transamerica Life Insurance Co. 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001	1,528,582.7230	70.6538%
	Principal Financial Group FBO Benefit Variable Universal Life Attn: IND Accounting 711 High Street Des Moines, IA 50392-9992	213,887.7610	9.8863%
	Farmer New World Life Ins. Co. Variable Universal Life Attn: Separate Accts Dept. 3003 77th Avenue SE Mercer Island, WA 98040-2890	223,043.7890	10.3095%

EXHIBIT A

Part I

Part I sets forth, as to each Fund, information regarding Board members' ownership of Fund shares, the number of Board and ~~the fees payable by each (expressed as a percentage of the average daily net assets) also are listed below. The administration fee structures~~committee meetings for each Fund's last fiscal year and Board member compensation. Part I also sets forth information regarding the independent auditors' fees as indicated.

Board Members' Ownership of ~~these Funds will remain~~Fund Shares

The table below indicates the ~~same.~~

~~- - ------- + Except where indicated. ++ Members~~dollar range of ~~the First Prairie Family. +++ Fee payable by the Fund's investment adviser or manager, not the Fund. In all other cases, fees~~each current Board member's (including Board members who are ~~payable by the relevant Fund. A-4~~ THESE FINANCIAL STATEMENTS ARE NOT STATEMENTS OF THE FUND IN WHICH YOU HAVE AN INVESTMENT, BUT ARE STATEMENTS OF THE DREYFUS CORPORATION WHICH ARE REQUIRED BY THE SEC TO BE INCLUDED HEREIN. EXHIBIT B THE DREYFUS CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEET (000'S OMITTED) December 31, 1993

~~See notes to consolidated balance sheet. B-1~~ NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: NATURE OF BUSINESS: The Dreyfus Corporation ("Corporation") and Subsidiary Companies comprise a financial service organization whose primary business consistsNominees) ownership of providing investment management services as the investment adviser, manager and distributor for sponsored investment companies and as an investment adviser to other accounts. In addition, the Corporation is the sub-investment adviser and/or administratorshares of several investment companies sponsored by others. PRINCIPLES OF CONSOLIDATION: The consolidated balance sheet includes the accounts of the Corporation and its subsidiaries. All significant intercompany accounts and transactions were eliminated in consolidation. FAIR VALUE OF FINANCIAL INSTRUMENTS: The following methods and assumptions were used by the Corporation in estimating its fair value disclosures for financial instruments: Cash and cash equivalents: The carrying amount reported in the balance sheet for cash and cash equivalents approximates fair value. Marketable securities: The fair value of the Corporation's marketable securities portfolios are based on quoted market prices or dealer quotes. Other investments: The fair value of certain limited partnerships engaged in securities trading, which are accounted for at cost, is based on quoted market prices of the respective partnerships' underlying securities portfolios. Financial instruments with off-balance sheet risk: The fair value of the Corporation's financial instruments with off-balance sheet risk is based on quoted market prices or dealer quotes. Banking customer deposits: The fair value of fixed-maturity certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently offered for deposits of similar remaining maturities to a schedule of aggregated expected monthly maturities on time deposits. The fair value for demand deposits, savings accounts and money market bank accounts are equal to the amounts payable on demand at the reporting date. NOTE 2--INVESTMENTS: MARKETABLE EQUITY SECURITIES: The Corporation, excluding Dreyfus Service Corporation ("Service Corporation"), carries its marketable equity securities portfolio at cost (long positions) or proceeds (short positions) if the portfolio has an aggregate net unrealized gain, or at market if the portfolio has an aggregate net unrealized loss. It is the Corporation's policy to charge aggregate net unrealized losses on the marketable equity securities portfolio to Stockholders' Equity; aggregate net unrealized gains on the marketable equity securities portfolio are not recognized, except to the extent of aggregate net unrealized losses previously recognized. The Corporation engages in short selling which obligates the Corporation to replace the security borrowed by purchasing the identical security at its then current market value. Service Corporation, a wholly-owned broker-dealer subsidiary of the Corporation, carries its securities at market value, in accordance with the practice in the brokerage industry. At December 31, 1993, the Corporation's marketable equity securities portfolio had an aggregate net unrealized gain amounting to $6 million. Gross unrealized gains and losses on such securities amounted to $10.8 million and $4.8 million, respectively. The Corporation's aggregate long positions in the marketable equity securities portfolio were carried at cost of $184 million (fair value--$190.1 million)each Fund (including series thereof) and the aggregate ~~short positions~~dollar range of shares of other funds in ~~the marketable equity securities portfolio were carried at proceeds~~The Dreyfus Family of ~~$7.9 million (fair value--$8 million). B-2~~ OTHER MARKETABLE SECURITIES: The Corporation (excluding Service Corporation) carries its other marketable securities, consisting primarily of Municipal and U.S. Government obligations, at cost. In addition, the Corporation carries its investments in options to purchase certain securities, designated as trading securities, at market; net unrealized gains and losses thereon are included in operations. OTHER INVESTMENTS: Other investments consist of investments in non-readily marketable limited partnerships and non-readily marketable securities. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK: The CorporationFunds for which he or she is a party to financial instruments with off-balance sheet risk. These financial instruments include futures contracts, forward contracts and options written. The Corporation enters into these transactions as part of its trading activities, as well as to reduce its own exposure to market risk in connection with its positions in certain sponsored index funds. Off-balance sheet financial instruments and commodity futures contracts involve varying degrees of market and credit risk that exceed the amounts recognized on the balance sheet. The estimated fair values for such financial instruments and commodity futures contracts with contract or notional principal amounts that exceed the amount of credit risk at December 31, 1993 are summarized below (000's omitted):

Futures and forward contracts represent future commitments to purchase or sell a specified instrument at a specified price and date. Futures contracts are standardized and are traded on regulated exchanges, while forward contracts are traded in over-the-counter markets and generally do not have standardized terms. The Corporation uses futures and forward contracts in connection with its trading activities. For instruments that are traded on a regulated exchange, the exchange assumes the credit risk that a counter party will not settle and generally requires a margin deposit of cash or securities as collateral to minimize potential credit risk. Credit risk associated with futures and forward contracts is limited to the estimated aggregate replacement cost of those futures and forward contracts in a gain position and was not material at December 31, 1993. Credit risk related to futures contracts is substantially mitigated by daily cash settlements with the exchanges for the net change in futures contract value. Market risk arises from movements in securities values, foreign exchange rates and interest rates. Option contracts grant the contract "purchaser" the right, but not the obligation, to purchase or sell a specified amount of a financial instrument during a specified period at a predetermined price. The Corporation acts as both "purchaser" and "seller" of option contracts, which are used in reducing exposure to market risk in connection with its positions in certain sponsored index funds. Market risk arises from changes in market value of contractual positions due to movements in underlying securities or stock indices. The Corporation limits its exposure to market risk by entering into hedge positions. Credit risk relates to the ability of the Corporation's counter party to meet its settlement obligations under the contract and generally is limited to the estimated aggregate replacement cost of those contracts in a gain position and was not material at December 31, 1993. ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES: In May 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities", which is effective for investments held as of or acquired after January 1, 1994. In the first quarter of 1994, the Corporation intends to adopt the provisions of the B-3 new standard, which are not expected to have a material impact on the results of operations or financial condition of the Corporation. NOTE 3--FIXED ASSETS: The Corporation and its subsidiaries provide for depreciation on fixed assets (including licensed and certain internally developed computer software) based on the estimated useful life of the assets, using the straight line method. Amortization of leasehold improvements is computed over the respective terms of the leases. The major classifications of fixed assets were as follows at December 31, 1993 (000's omitted): Furniture, fixtures and equipment................................ $ 50,568 Leasehold improvements........................................... 30,695 Licensed and certain internally developed computer software...... 11,375 Premises......................................................... 7,590 -------- 100,228 Less--accumulated depreciation and amortization.................. 37,585 -------- $ 62,643 ========

NOTE 4--DEFERRED SALES COMMISSIONS: During 1993, certain funds sponsored by the Corporation began offering multiple classes of shares. These funds offer Class A shares, which are sold with a sales charge imposed at the time of purchase, and Class B shares which are subject to a contingent deferred sales charge imposed on redemptions made within a specified period. Class B shares are also subject to an annual distribution fee payable to Service Corporation pursuant to a distribution plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940 ("Rule 12b-1 Plan"). Sales commissions paid by Service Corporation to broker/dealers for selling Class B shares are capitalized by Service Corporation and amortized to operations over six years. This amortization period approximates the period of time during which the sales commissions paid to broker/dealers are expected to be recovered from the funds through the payments made pursuant to the funds' Rule 12b-1 Plans. Contingent deferred sales charges, when received by Service Corporation, reduce unamortized deferred sales commissions. At December 31, 1993, deferred sales commissions included in Other assets amounted to $14.2 million (net of amortization of $1.2 million). NOTE 5--STOCKHOLDERS' EQUITY: At December 31, 1993, Additional paid-in capital and Retained earnings were not available for payment of dividends to the extent of $196.6 million, substantially representing the cost of treasury stock and required capital for the Corporation's regulated subsidiaries. Pursuant to the merger agreement (see Note 9), the Corporation may not declare dividends, other than the regular quarterly dividend of $.19 per share, and may not purchase any additional treasury shares. On January 19, 1994, the Board of Directors of the Corporation declared a first quarter dividend of $.19 per share, payable on February 16, 1994 to stockholders of record at the close of business on February 7, 1994. NOTE 6--STOCK PLANS AND CONTINGENT BENEFIT PLAN: 1989 NON-QUALIFIED STOCK OPTION PLAN: In 1989, the stockholders of the Corporation approved the 1989 Non-Qualified Stock Option Plan (the "Plan") of the Corporation. The Plan authorizes the Corporation to grant Options to purchase up to 1.8 million shares of common stock to key employees and key consultants who render services to the Corporation, at a price of not less than 95% of the price of the Corporation's common stock on the New York Stock Exchange on the day the Option is granted. The Plan provides generally that no Option shall be exercisable within two years nor more than ten years from the date of grant. Shares acquired upon exercise of Options will be registered under the Securities Act of 1933 and may be resold pursuant to such registration. B-4 ~~The following table summarizes the 1989 Non-Qualified Stock Option Plan activity in 1993 (000's omitted):~~ Outstanding at beginning of year................................... 1,388 Exercised during the year.......................................... (6) Forfeited during the year.......................................... (8) Granted during the year............................................ 50 ----- Outstanding at end of year......................................... 1,424 =====
Such options may be exercised at prices ranging from $24.06 to $41.63. At December 31, 1993, 603,000 of such Options were exercisable. The remaining options are exercisable as follows: 344,500 in 1994, 332,000 in 1995, 119,500 in 1996 and 12,500 in 1997 and 1998. INCENTIVE STOCK OPTION PLAN: In 1982, the stockholders of the Corporation approved a plan under which Incentive Stock Options may be granted to the Corporation's key executives allowing them to purchase up to 1.5 million shares of common stock of the Corporation. Under the plan, Options were granted for the purchase of either Book Value Shares or Market Shares. The plan provides that no Option shall be exercisable within one year, nor more than ten years, from the date of grant. The plan expired in 1992, and no new Options may be granted under the plan, although existing unexercised Options will continue in accordance with their terms. No Market Shares are outstanding. Book Value Shares must be acquired from and sold back to the Corporation at the book value (as defined in the plan) of the Corporation's Common Stock. The plan also provides for compensation (included in Accrued Compensation and Benefits) to recipients of Options in amounts equal to any cash dividends declared by the Corporation during the period following the grant of an Option up to the date of its exercise. Additional information with respect to Incentive Stock Options is as follows for 1993 (000's omitted): Outstanding at beginning of year..................................... 352 Exercised during the year*........................................... (21) --- Outstanding at end of year........................................... 331 ===
- - ------- * Exercised for an aggregate of $319,000. In connection with the exercise of the Options, the Corporation received interest bearing notes payable over a maximum of 15 years. The balance of such notes at December 31, 1993 was $148,000. During 1993, the Corporation repurchased 29,000 shares issued under the plan, for an aggregate of $500,000. At December 31, 1993 Options to purchase 186,000 Book Value Shares were exercisable. The remaining Options to purchase Book Value Shares are exercisable as follows: 26,700 per year from 1994 to 1997 and 19,000member, in each of 1998 and 1999. Such Options to purchase Book Value Shares may be exercised at prices ranging from $4.22 to $15.69. If the Corporation had been obligated to repurchase the Book Value Shares issued and outstanding and also the Book Value Shares related to exercisable Options under the plan at December 31, 1993, the net amount payable would have been approximately $3.4 million. OPTIONAL INCENTIVE PAYMENT PLAN: In 1986, the Corporation's Board of Directors approved an Optional Incentive Payment Plan (the "Plan") pursuant to which individuals who have previously exercised Stock Purchase Rights ("Rights") and Incentive Stock Options ("Options") (see above) could sell the shares related to such rights and Options back to the Corporation pursuant to the provisions of those respective plans, and in turn receive an equal number of units. Pursuant to the terms of the Plan, quarterly payments are made on each unit held in amounts equal to the quarterly after tax earnings per share of the Corporation and such amounts are charged to operations. B-5 ~~The activity in Plan units was as follows for 1993 (000's omitted):~~ Outstanding at beginning of year................................... 1,915 Issued in connection with Options.................................. 29 Forfeited during the year.......................................... (15) ----- Outstanding at end of year......................................... 1,929 =====
CONTINGENT BENEFIT PLAN: In 1984 a Contingent Benefit Plan (the "Plan") was approved which provides for specified benefit payments to designated key employees of the Corporation in the event of a change of control of the Corporation, as defined in the Plan, and should their employment terminate during a specified period after such change of control (see Note 9). NOTE 7--EMPLOYEES' BENEFIT PLANS: The employees of the Corporation and certain of its subsidiaries are covered by a Retirement Profit-Sharing Plan and a related Deferred Compensation Plan. In general, the Retirement Profit-Sharing Plan provides for the payment of death, disability and retirement benefits to employees or their beneficiaries in amounts equal to the value of their proportionate interests in the plan. The Corporation has a defined benefit pension plan which covers employees of the Corporation and certain of its subsidiaries. The costs to the Corporation and the pension plan assets and liabilities are not material. NOTE 8--LEASES: Future minimum payments, by year and in the aggregate, under noncancelable operating leases (premises) with initial or remaining terms of one or more years, were as follows at December 31, 1993 (000's omitted): 1994........................................................... $ 13,827 1995........................................................... 14,523 1996........................................................... 14,589 1997........................................................... 14,682 1998........................................................... 13,316 1999-2005...................................................... 79,406 -------- Total net minimum lease payments............................... $150,343* ========
- - ------- * There are no rental commitments beyond 2005. NOTE 9--MERGER WITH MELLON BANK CORPORATION: On December 5, 1993, the Corporation entered into an Agreement and Plan of Merger providing for the merger of the Corporation with a subsidiary of Mellon Bank Corporation ("Mellon"). Under the terms of the agreement, the Corporation's stockholders will be entitled to receive .88017 shares of Mellon Common Stock for each share of the Corporation's Common Stock, in a tax-free exchange. Following the merger, it is planned that the Corporation will be a direct subsidiary of Mellon Bank, N.A. Closing of the merger is subject to a number of contingencies, including the receipt of certain regulatory approvals, the approvals of the stockholders of the Corporation and Mellon, and approvals of the Boards of Directors and shareholders of the mutual funds advised or administered by the Corporation. The merger is expected to occur in mid-1994, but could occur later. The merger agreement provides for the Corporation to pay Mellon $50 million, should the Corporation, among other matters, engage in certain business combination transactions specified in the agreement, with any person other than Mellon, or under certain other defined circumstances. Costs incurred in connection with the merger, including payments related to the Contingent Benefit Plan (see Note 6), will be charged against operations of the merged entities. B-6 NOTE 10--LITIGATION: Subsequent to the announcement of the proposed merger with Mellon (see Note 9), public shareholders of the Corporation commenced six purported class action suits in the Supreme Court of the State of New York, County of New York, naming the Corporation, Mellon and the individual directors of the Corporation as defendants, with respect to the transactions contemplated by the Agreement and Plan of Merger with Mellon. The Corporation believes that these complaints lack merit and intends to defend them vigorously. On December 22, 1993, six shareholders of mutual funds of which the Corporation is the adviser ("Dreyfus-managed mutual funds") filed an application with the U.S. Securities and Exchange Commission (the "SEC") for a statutory determination that the "non-interested" directors of the individual Dreyfus-managed mutual funds are "interested" directors within the meaning of the Investment Company Act of 1940, thereby prohibiting them from voting on each of the fund's advisory contracts and other related matters in connection with the merger with Mellon (the "Application"). The non-interested directors have opposed the Application. Counsel for the non-interested directors has advised the Corporation that the Application lacks merit. REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS Stockholders and Board of Directors The Dreyfus Corporation We have audited the accompanying consolidated balance sheet of The Dreyfus Corporation and Subsidiary Companiescase as of December 31, ~~1993. This consolidated balance sheet is the responsibility~~2011.

Name of Board Member or Nominee	Dollar Range of Shares Held in Fund
	AF	DUSTMMF	DBUSMSF	DGIF

Joseph S. DiMartino	None	None	None	None
Peggy C. Davis	None	None	None	None
David P. Feldman	Over $100,000	None	None	None
Ehud Houminer	$10,001-$50,000	$1-$10,000	None	None
Lynn Martin	None	None	None	None
Robin A. Melvin	None	None	None	None
Martin Peretz	None	None	None	None
Philip L. Toia	None	None	None	None

Name of Board Member or Nominee	Dollar Range of Shares Held in Fund
	DIF	DILF	DMFI	DMFII

Joseph S. DiMartino	None	None	None	None
Peggy C. Davis	None	$10,001-$50,000	None	None
David P. Feldman	None	None	None	None
Ehud Houminer	Over $100,000	None	None	None
Lynn Martin	None	None	None	None
Robin A. Melvin	None	None	None	None
Martin Peretz	None	None	None	None
Philip L. Toia	None	None	None	None

Name of Board Member or Nominee	Dollar Range of Shares Held in Fund
	DMIF	DMMI	DNJMBF	DPIF

Joseph S. DiMartino	None	None	None	$50,001-$100,000
Peggy C. Davis	None	None	None	None
David P. Feldman	None	None	$1-$10,000	None
Ehud Houminer	None	None	None	None
Lynn Martin	None	None	None	None
Robin A. Melvin	None	None	None	None
Martin Peretz	None	None	None	None
Philip L. Toia	None	None	None	$10,001-$50,000

Name of Board Member or Nominee	Dollar Range of Shares Held in Fund
	DRGF	DSIF	DUSTITF	DUSTLTF

Joseph S. DiMartino	None	None	None	None
Peggy C. Davis	None	None	None	None
David P. Feldman	None	None	None	None
Ehud Houminer	None	None	None	None
Lynn Martin	None	None	None	None
Robin A. Melvin	None	None	None	None
Martin Peretz	$10,001-$50,000	None	None	None
Philip L. Toia	None	None	None	None

Name of Board Member or Nominee	Dollar Range of Shares Held in Fund	Dollar Range of Aggregate Holding of Funds in The Dreyfus Family of Funds
	DVIF

Joseph S. DiMartino	None	Over $100,000
Peggy C. Davis	None	$50,001-$100,000
David P. Feldman	None	Over $100,000
Ehud Houminer	None	Over $100,000
Lynn Martin	None	$1-$10,000
Robin A. Melvin	None	Over $100,000
Martin Peretz	None	$50,001-$100,000
Philip L. Toia	None	$10,001-$50,000

As of December 31, 2011, none of the ~~Corporation's management. Our responsibility is to express an opinion on this consolidated balance sheet based on our audit. We conducted our audit in accordance~~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 generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated balance sheet is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated balance sheet. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated balance sheet presentation. We believe that our audit of the consolidated balance sheet provides a reasonable basis for our opinion. In our opinion, the consolidated balance sheet referred to above presents fairly, in all material respects, the consolidated financial position of The Dreyfus Corporation and Subsidiary Companies at December 31, 1993, in conformity with generally accepted accounting principles. Ernst & Young New York, New York January 27, 1994 B-7 EXHIBIT C PART (A)(1) OF PROPOSAL 13 OF THE PROXY STATEMENT IS APPLICABLE TO THE FOLLOWING NON-MONEY MARKET FUNDS: Dreyfus A Bonds Plus, Inc. Dreyfus California Intermediate Municipal Bond Fund Dreyfus California Municipal Income, Inc./1/ Dreyfus California Tax Exempt Bond Fund, Inc. Dreyfus Capital Growth Fund (A Premier Fund) Dreyfus Connecticut Intermediate Municipal Bond Fund Dreyfus Florida Intermediate Municipal Bond Fund The Dreyfus Fund Incorporated Dreyfus GNMA Fund, Inc. Dreyfus Growth Opportunity Fund, Inc. Dreyfus Insured Municipal Bond Fund, Inc. Dreyfus Intermediate Municipal Bond Fund, Inc. Dreyfus Municipal Income, Inc./1/ Dreyfus Massachusetts Intermediate Municipal Bond Fund Dreyfus Massachusetts Tax Exempt Bond Fund Dreyfus Municipal Bond Fund, Inc. Dreyfus New Jersey Intermediate Municipal Bond Fund Dreyfus New Jersey Municipal Bond Fund, Inc. Dreyfus New Leaders Fund, Inc. Dreyfus New York Insured Tax Exempt Bond Fund Dreyfus New York Municipal Income, Inc./1/ Dreyfus New York Tax Exempt Bond Fund, Inc. Dreyfus New York Tax Exempt Intermediate Bond Fund Dreyfus 100% U.S. Treasury Intermediate Term Fund Dreyfus 100% U.S. Treasury Long Term Fund Dreyfus 100% U.S. Treasury Short Term Fund Dreyfus Short-Intermediate Government Fund Dreyfus Short-Intermediate Municipal Bond Fund The Dreyfus Socially Responsible Growth Fund, Inc. Dreyfus Strategic Governments Income, Inc. Dreyfus Strategic Income Dreyfus Strategic Investing Dreyfus Strategic Municipal Bond Fund, Inc./1/ Dreyfus Strategic Municipals, Inc. The Dreyfus Third Century Fund, Inc. Dreyfus Variable Investment Fund (all Series, except the Money Market Portfolio, Growth and Income Portfolio and International Equity Portfolio) General California Municipal Bond Fund, Inc. General Municipal Bond Fund, Inc. General New York Municipal Bond Fund, Inc. Premier California Municipal Bond Fund Premier GNMA Fund Premier Insured Municipal Bond Fund Premier Municipal Bond Fund Premier New York Municipal Bond Fund Premier State Municipal Bond Fund (all Series) - - ------- /1/This closed-end Fund is referred to in Part (a)(1) of Proposal 13 of the Proxy Statement. C-1 PART (B) OF PROPOSAL 13 OF THE PROXY STATEMENT IS APPLICABLE TO THE FOLLOWING FUNDS: Dreyfus A Bonds Plus, Inc. Dreyfus California Intermediate Municipal Bond Fund Dreyfus California Municipal Bond Fund, Inc. Dreyfus California Tax Exempt Money Market Fund Dreyfus Capital Growth Fund (A Premier Fund) Dreyfus Cash Management Dreyfus Cash Management Plus, Inc. Dreyfus Connecticut Intermediate Municipal Bond Fund Dreyfus Florida Intermediate Municipal Bond Fund The Dreyfus Fund Incorporated Dreyfus GNMA Fund, Inc. Dreyfus Government Cash Management Dreyfus Growth Opportunity Fund, Inc. Dreyfus Insured Municipal Bond Fund, Inc. Dreyfus Intermediate Municipal Bond Fund, Inc. Dreyfus Massachusetts Intermediate Municipal Bond Fund Dreyfus Massachusetts Tax Exempt Bond Fund Dreyfus Municipal Bond Fund, Inc. Dreyfus New Jersey Intermediate Municipal Bond Fund Dreyfus New Jersey Municipal Bond Fund, Inc. Dreyfus New Leaders Fund, Inc. Dreyfus New York Insured Tax Exempt Bond Fund Dreyfus New York Tax Exempt Bond Fund, Inc. Dreyfus New York Tax Exempt Intermediate Bond Fund Dreyfus New York Tax Exempt Money Market Fund Dreyfus 100% U.S. Treasury Intermediate Term Fund Dreyfus 100% U.S. Treasury Long Term Fund Dreyfus 100% U.S. Treasury Short Term Fund Dreyfus Short-Intermediate Government Fund Dreyfus Short-Intermediate Municipal Bond Fund The Dreyfus Socially Responsible Growth Fund, Inc. Dreyfus Tax Exempt Cash Management The Dreyfus Third Century Fund, Inc. Dreyfus Treasury Cash Management Dreyfus Treasury Prime Cash Management Dreyfus Variable Investment Fund (all Series, except Growth and Income Portfolio and International Equity Portfolio) General California Municipal Bond Fund, Inc. General California Municipal Money Market Fund General Government Securities Money Market Fund, Inc. General New York Municipal Money Market Fund Premier California Municipal Bond Fund Premier GNMA Fund Premier Municipal Bond Fund Premier New York Municipal Bond Fund Premier State Municipal Bond Fund (all Series) C-2 PART (C) OF PROPOSAL 13 OF THE PROXY STATEMENT IS APPLICABLE TO THE FOLLOWING FUNDS: Comstock Partners Strategy Fund, Inc. Dreyfus A Bonds Plus, Inc. Dreyfus BASIC Municipal Fund (Money Market Series) Dreyfus California Tax Exempt Money Market Fund Dreyfus Cash Management Dreyfus Cash Management Plus, Inc. Dreyfus Connecticut Municipal Money Market Fund, Inc. The Dreyfus Fund Incorporated Dreyfus GNMA Fund, Inc. Dreyfus Government Cash Management Dreyfus Institutional Money Market Fund Dreyfus Liquid Assets, Inc. Dreyfus Michigan Municipal Money Market Fund, Inc. Dreyfus Money Market Instruments, Inc. Dreyfus Municipal Cash Management Plus, Inc. Dreyfus Municipal Money Market Fund, Inc. Dreyfus New Jersey Municipal Money Market Fund, Inc. Dreyfus New Leaders Fund, Inc. Dreyfus New York Municipal Cash Management Dreyfus New York Tax Exempt Money Market Fund Dreyfus Pennsylvania Municipal Money Market Fund Dreyfus Short-Intermediate Government Fund The Dreyfus Socially Responsible Growth Fund, Inc. Dreyfus Tax Exempt Cash Management The Dreyfus Third Century Fund, Inc. Dreyfus Treasury Cash Management Dreyfus Treasury Prime Cash Management Dreyfus Variable Investment Fund (all Series, except Growth and Income Portfolio and International Equity Portfolio) Dreyfus Worldwide Dollar Money Market Fund, Inc. General California Municipal Bond Fund, Inc. General California Municipal Money Market Fund General Government Securities Money Market Fund, Inc. General Money Market Fund, Inc. General Municipal Money Market Fund, Inc. General New York Municipal Money Market Fund Premier Global Investing C-3 DREYFUS NEW JERSEY MUNICIPAL BOND FUND, INC. FUND EXHIBIT PART A 1. PERTAINING TO THE MEETING . Meeting Date: Wednesday, August 3, 1994 . Meeting Time: 9:30 a.m. . Meeting Place: New York Marriott Marquis, 1535 Broadway, Westside South Center, 5th Floor, New York, New York . Shares outstanding as of May 4, 1994: 49,066,991.059 2. PERTAINING TO ADVISORY ARRANGEMENTS WITH DREYFUS . Date Board approved New Agreement: May 31, 1994 . Date stockholders last approved Existing Agreement: August 17, 1988 . Date Board last approved Existing Agreement: November 9, 1993 . Date of Existing Agreement: January 21, 1988 . Investment advisory fee as a percentage of average daily net assets under Existing and New Agreements: .60% . Investment advisory fee payable to Dreyfus for most recent fiscal year: $4,137,876 . Fee reduction for most recent fiscal year resulting from undertaking: -0- . Net investment advisory fee paid to Dreyfus for most recent fiscal year: $4,137,876 3. PERTAINING TO AUDITORS . Date Board last approved Auditors: January 24, 1994 4. PERTAINING TO THE BOARD . Dreyfus.

~~Number of Board and Committee Meetings~~

~~The number of Board meetings and, where applicable, committee meetings, held by each Fund during the Fund's last fiscal year are as follows:~~

Name of Fund

Number of Board
Meetings

Number of
Audit Committee
Meetings

Number of
Nominating
Committee
Meetings

Number of
Compensation
Committee
Meetings

Number of
Pricing
Committee
Meetings
AF (8/31) 7 4 0 0 1
AF (10/31) 6 4 0 0 0
DUSTMMF 7 2 0 0 0
DBUSMSF 6 2 0 0 1
DGIF 6 4 0 0 0
DIF 6 4 0 0 0
DILF (5/31) 6 4 1 0 0
DILF (8/31) 6 4 0 0 0
DMFI 7 4 1 0 0
DMFII 6 4 0 0 0
DMIF 6 4 0 0 0
DMMI 7 4 0 0 0
DNJMBF 6 2 0 0 0
DPIF (10/31) 6 2 1 0 0
DPIF (12/31) 7 2 0 0 0
DRGF 6 4 0 0 0
DSIF 6 4 0 0 0
DUSTITF 6 2 0 0 0
DUSTLTF 6 2 0 0 0
DVIF 6 4 0 0 0

During each Fund's last fiscal year, each current Board member attended at least 75% of the aggregate of all of the meetings of the Board of each Fund (held during the period he or she was a Board member) and 75% of the meetings held by a committee of the Board of each Fund on which he or she served (during the period that he or she served). The Funds do not have a formal policy regarding Board members' attendance at meetings of shareholders. Board members did not attend the last shareholder meetings for any of the Funds.

~~Board Member Compensation~~

Annual retainer fees and meeting attendance fees are allocated among a Fund and all other Funds with the same Board members on the basis of net assets. The aggregate amount of compensation paid to each current Board member and Emeritus Board member by each Fund for the Fund's last fiscal year, and by all funds in The Dreyfus Family of Funds for which such person was a Board member (the "Fund Complex") (the number of portfolios of such funds is set forth in parenthesis next to each Board member's total compensation) for the year ended December 31, 2011, were as follows:

Name of Board Member	Aggregate Compensation From Each Fund*	Total Compensation From the Funds and Fund Complex(**)

Peggy C. Davis		$291,000 (54)
AF	$29,283
DGIF	$4,057
DIF	$29,510
DILF	$9,152
DMFI	$4,550
DMFII	$2,234
DMIF	$17,814
DMMI	$16,884
DRGF	$1,229
DSIF	$12,540
DVIF	$9,026

Joseph S. DiMartino		$1,062,188 (173)
AF	$20,403
DUSTMMF	$28,381
DBUSMSF	$2,193
DGIF	$5,071
DIF	$39,662
DILF	$6,899
DMFI	$5,687
DMFII	$3,164
DMIF	$22,265
DMMI	$21,104
DNJMBF	$15,905
DPIF	$49,905
DRGF	$1,536
DSIF	$15,674
DUSTITF	$2,997
DUSTLTF	$1,817
DVIF	$11,273

David P. Feldman		$235,000 (52)
AF	$32,488
DUSTMMF	$22,706
DBUSMSF	$1,755
DGIF	$4,505
DIF	$32,838
DILF	$10,200
DMFI	$5,120
DMFII	$2,487
DMIF	$19,765
DMMI	$18,653
DNJMBF	$12,725
DPIF	$39,920
DRGF	$1,377
DSIF	$13,928
DUSTITF	$2,399
DUSTLTF	$1,456
DVIF	$10,014

James F. Henry***		$67,500 (36)
AF	$20,403
DGIF	$2,353
DIF	$17,128
DILF	$6,899
DMFI	$4,477
DMFII	$1,254
DMIF	$10,231
DMMI	$16,715
DRGF	$1,142
DSIF	$6,222
DVIF	$4,389

Ehud Houminer		$242,000 (65)
AF	$30,110
DGIF	$4,057
DIF	$29,510
DILF	$8,167
DMFI	$4,755
DMFII	$2,234
DMIF	$17,814
DMMI	$16,884
DRGF	$1,230
DSIF	$12,540
DVIF	$9,026

Rosalind G. Jacobs***		$94,500 (8)
AF	$0
DGIF	$5,667
DIF	$0
DILF	$11,910
DMFI	$0
DMFII	$0
DMIF	$0
DMMI	$21,614
DRGF	$2,513
DSIF	$0
DVIF	$11,431

Paul A. Marks***		$63,500 (36)
AF	$15,377
DGIF	$1,818
DIF	$13,697
DILF	$4,272
DMFI	$2,169
DMFII	$983
DMIF	$8,165
DMMI	$7,197
DRGF	$585
DSIF	$5,862
DVIF	$4,141

Lynn Martin		$83,000 (16)
DUSTMMF	$22,706
DBUSMSF	$1,755
DNJMBF	$12,725
DPIF	$22,492
DUSTITF	$2,399
DUSTLTF	$1,456

Robin A. Melvin		$209,258 (56)
DUSTMMF	$13,869
DBUSMSF	$1,048
DNJMBF	$7,468
DPIF	$18,059
DUSTITF	$1,357
DUSTLTF	$869

Gloria Messinger***		$68,000 (36)
AF	$14,706
DGIF	$1,475
DIF	$14,807
DILF	$4,539
DMFI	$2,260
DMFII	$1,106
DMIF	$8,839
DMMI	$9,088
DRGF	$614
DSIF	$6,222
DVIF	$4,349

Martin Peretz		$126,000 (36)
AF	$26,887
DGIF	$3,724
DIF	$27,068
DILF	$8,392
DMFI	$4,724
DMFII	$2,064
DMIF	$16,334
DMMI	$16,884
DRGF	$1,229
DSIF	$11,542
DVIF	$8,309

Daniel Rose***		$76,750 (34)
DUSTMMF	$6,186
DBUSMSF	$470
DNJMBF	$4,083
DPIF	$14,334
DUSTITF	$648
DUSTLTF	$389

Philip L. Toia		$127,500 (27)
DUSTMMF	$22,443
DBUSMSF	$1,735
DNJMBF	$12,578
DPIF	$39,126
DUSTITF	$2,368
DUSTLTF	$1,439

Sander Vanocur***		$94,750 (34)
DUSTMMF	$8,683
DBUSMSF	$661
DNJMBF	$4,391
DPIF	$15,563
DUSTITF	$903
DUSTLTF	$545

~~_____________________~~

* Amount does not include the cost of office space, secretarial services and health benefits for the Chairman and expenses reimbursed to Board members for attending Board meetings. If a Fund's series have different fiscal year ends, amounts shown include those paid during the last fiscal ~~year: 5 . Board members, if any, attending fewer than 75%~~year for each series.

** Represents the number of ~~all Board and committee meetings held~~separate portfolios comprising the investment companies in the ~~last fiscal year during~~Fund Complex, including the ~~period~~Funds, for which the Board member ~~was~~served in ~~office: None . Rate at which~~2011.

*** Emeritus Board ~~members~~member.

~~Independent Auditors' Fees~~

Set forth below for each Fund's last two fiscal years are ~~paid (annual retainer/per meeting fee): $2,500/$250 . Total fees and expenses received~~the amounts billed to the Fund (or, in the case of (v), Service Affiliates (as defined below)) by the ~~Board members as a group~~Fund's independent auditors for (i) services rendered for the audit of the Fund's annual financial statements or services that are normally provided by the independent auditors in connection with the statutory and regulatory filings or engagements for each of the last two fiscal ~~year: $25,963 5. PERTAINING TO 12B-1 PLANS . The~~years ("Audit Fees"); (ii) assurance and related services by the independent auditors that reasonably related to the performance of the audit of the Fund's financial statements, which are not reported under Audit Fees and which consisted of one or more of the following: (a) security counts required by Rule 17f-2 under the 1940 Act, (b) advisory services as to the accounting or disclosure treatment of Fund ~~is subject~~transactions or events and (c) advisory services as to ~~a Type 1 Plan. . The amount~~the accounting or disclosure treatment of the actual or potential impact to the Fund ~~paid under its 12b-1 Plan during its last fiscal year: $10,834 . Annual rate at~~of final or proposed rules, standards or interpretations by the SEC, the Financial Accounting Standards Boards or other regulatory or standard-setting bodies ("Audit-Related Fees"); (iii) professional services rendered for tax compliance, tax planning and tax advice, which ~~fees under~~consisted of review or preparation of U.S. federal, state, local and excise tax returns ("Tax Fees"); (iv) other products and services provided ("All Other Fees"); and (v) non-audit services provided to the ~~12b-1 Plan are payable: .25%~~ ~~6. PERTAINING TO SHARE OWNERSHIP OF PERSONS, IF ANY, KNOWN TO OWN AT LEAST 5% OF THE FUND'S OUTSTANDING VOTING SECURITIES AS OF MAY 4, 1994 Not applicable 7. MISCELLANEOUS~~ Fund and Service Affiliates ("Aggregate Non-Audit Fees"). ~~For purposes~~

Name of Fund

Fiscal Year Ended
Audit Fees

Audit-Related Fees

Tax Fees
All Other Fees
Aggregate Non-Audit Fees*

AF (8/31) 2011 $222,792 $42,000 $24,023 $1,424 $16,103,335
2010 $200,225 $43,674 $25,525 $4,672 $28,173,266

AF (10/31) 2011 $220,020 $24,000 $30,288 $58 $16,139,606
2010 $115,000 $16,146 $16,143 $44 $31,544,905

DUSTMMF 2011 $30,312 $12,000 $3,508 $283 $20,226,638
2010 $36,326 $5,382 $3,181 $367 $39,552,052

DBUSMSF 2011 $35,820 $12,000 $3,508 $23 $20,226,638
2010 $40,961 $5,382 $3,692 $28 $39,552,052

DGIF 2011 $30,312 $6,000 $2,742 $198 $16,139,606
2010 $31,942 $5,382 $3,537 $180 $31,544,905

DIF 2011 $101,544 $18,000 $23,422 $1,393 $16,139,606
2010 $126,072 $18,608 $9,549 $1,346 $31,544,905

DILF (5/31) 2011 $40,920 $6,000 $6,390 $764 $19,526,919
2010 $41,463 $5,382 $6,058 $-0- $28,017,293

DILF (8/31) 2011 $40,920 $6,000 $1,988 $16 $16,103,335
2010 $31,642 $3,000 $938 $-0- $28,173,266

DMFI 2011 $96,936 $18,000 $9,112 $226 $60,419,333
2010 $110,548 $16,146 $10,626 $-0- $26,201,339

DMFII 2011 $35,820 $6,000 $2,460 $98 $17,593,159
2010 $48,328 $5,382 $4,007 $108 $33,851,490

DMIF 2011 $30,312 $6,000 $2,742 $876 $16,139,606
2010 $37,078 $5,382 $5,050 $744 $31,544,905

DMMI 2011 $60,624 $24,000 $7,017 $639 $20,226,638
2010 $62,753 $10,764 $6,363 $661 $39,552,052

DNJMBF 2011 $30,312 $12,000 $3,508 $177 $20,226,638
2010 $38,832 $5,382 $4,681 $207 $39,552,052

DPIF (10/31) 2011 $213,696 $30,000 $13,805 $511 $16,139,606
2010 $158,580 $39,292 $13,345 $506 $31,544,905

DPIF (12/31) 2011 $101,544 $36,000 $19,368 $147 $20,226,638
2010 $111,384 $21,528 $12,226 $161 $39,552,052

DRGF 2012 $30,857 $6,000 $3,699 $84 $29,653,219
2011 $30,312 $6,000 $3,348 $57 $51,981,800

DSIF 2011 $30,312 $15,693 $3,508 $593 $20,226,638
2010 $49,528 $9,075 $3,181 $604 $39,552,052

DUSTITF 2011 $35,820 $12,000 $3,508 $33 $20,226,638
2010 $26,682 $5,382 $3,692 $43 $39,552,052

DUSTLTF 2011 $35,820 $12,000 $3,508 $19 $20,226,638
2010 $26,682 $5,382 $4,203 $22 $39,552,052

DVIF 2011 $238,908 $109,854 $28,718 $414 $20,226,638
2010 $160,412 $63,528 $25,727 $407 $39,552,052

~~______________~~

*	For Service Affiliates (i.e., Dreyfus and any entity controlling, controlled by or under common control with Dreyfus that provides ongoing services to the Fund), none of such fees required pre-approval by the Audit Committee.

Note: None of the ~~section~~Audit-Related Fees, Tax Fees or All Other Fees referenced above were performed pursuant to waiver of pre-approval by a Fund's Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. None of the ~~Proxy Statement entitled "Proposal 1-- Portfolio Transactions,"~~hours expended on the independent auditors' engagement to audit a Fund's financial statements for the most recent fiscal year were attributed to work performed by persons other than the independent auditors' full-time, permanent employees.

Audit Committee Pre-Approval Policies and Procedures. Each Fund's Audit Committee has established policies and procedures (the "Policy") for pre-approval (within specified fee limits) of the independent auditors' engagements for audit and non-audit services to the Fund and non-audit services to Service Affiliates without specific case-by-case consideration. The pre-approved services in the Policy can include pre-approved audit services, pre-approved audit-related services, pre-approved tax services and pre-approved all other services. Pre-approval considerations include whether the proposed services are compatible with maintaining the independent auditors' independence. Pre-approvals pursuant to the Policy are considered annually.

Independent Auditor Independence. Each Fund's Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates which did not require pre-approval is ~~a Bond Fund. 2~~ ~~PART B This Exhibit~~compatible with maintaining the independent auditors' independence.

~~Part II~~

Part II sets forth information relevant to the ~~election~~officers of the Nominees (except as noted) for the following Funds: Dreyfus Florida Intermediate Municipal Bond Fund ("DFIMB") *Dreyfus Florida Municipal Money Market Fund ("DFMMM") Dreyfus Investors GNMA Fund ("DIGNM") Dreyfus New Jersey Municipal Bond Fund, Inc. ("DNJMB") Dreyfus New York Insured Tax Exempt Bond Fund ("DNYIT") Dreyfus Strategic Growth, L.P. ("DSG") Dreyfus Global Growth, L.P. (A Strategic Fund) ("DGG") Dreyfus 100% U.S. Treasury Intermediate Term Fund ("DUSTI") Dreyfus 100% U.S. Treasury Long Term Fund ("DUSTL") Dreyfus 100% U.S. Treasury Money Market Fund ("DUSTM") Dreyfus 100% U.S. Treasury Short Term Fund ("DUSTS") Premier Global Investing ("PGI") - - ------- *Fund will not elect Board members. each Fund.

BOARD NAME, PRINCIPAL OCCUPATION AND BUSINESS MEMBER EXPERIENCE FOR PAST FIVE YEARS AGE SINCE --------------------------------------- --- ------ ~~/1/FIONA K. BIGGS--Only PGI~~
Name (Age) Position with the Funds (Since)	Principal Occupation During Past 5 Years

Bradley J. Skapyak (53) President (2010)	Chief Operating Officer and ~~DGG. 31 PGI-1993 Chartered Financial Analyst. Former President and Investment DGG-1993 Officer~~a director of Dreyfus since June 2009. From April 2003 to June 2009, Mr. Skapyak was the head of the ~~Fund. From 1987 to October 1993,~~Investment Accounting and Support Department of Dreyfus. He is an ~~employee~~officer of 72 investment companies (comprised of 156 portfolios) managed by Dreyfus.

J. Charles Cardona* (56) Executive Vice President (2002)	Vice Chair and a director of Dreyfus, Executive Vice President of the Distributor, President of Dreyfus Institutional Services Division, and an officer of 12 investment companies (comprised of 19 portfolios) managed by Dreyfus.

James Windels (53) Treasurer (2001)	Director – Mutual Fund Accounting of Dreyfus, and an officer of ~~other~~73 investment companies ~~advised~~(comprised of 183 portfolios) managed by Dreyfus. Her address is 117 East 72nd Street, New York, New York 10021. GORDON J. DAVIS 52 DFIMB-1993 Since 1983, Mr. Davis has been a senior partner with the law DFMMM-1993 firm of Lord Day & Lord, Barrett Smith. Former Commissioner DIGNM-1993 of Parks

Janette E. Farragher (49) Vice President (2005) and Recreation for the city of New York from 1978 DNJMB-1993 through 1983. He also is a director of Consolidated Edison, DNYIT-1993 a utility company, and Phoenix Home Life Insurance Company DSG-1993 and a member of various other corporate and not-for-profit DGG-1993 boards of directors and trustees. His address is 241 Central DUSTI-1994 Park West, New York, New York 10024. DUSTL-1994 DUSTM-1994 DUSTS-1994 PGI-1993 ISABEL P. DUNST 47 Partner in the law firm of Hogan & Hartson since 1990. From 1986 to 1990, DeputySecretary (2011)	Assistant General Counsel of the United States Department of Health and Human Services. She is also a Trustee of the Clients Security Fund of the District of Columbia Bar and a Trustee of Temple Sinai. She is also a Board member of Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management, Dreyfus Municipal Cash Management Plus, Dreyfus New York Municipal Cash Management, Dreyfus Tax Exempt Cash Management, Dreyfus Treasury Cash Management and Dreyfus Treasury Prime Cash Management. Her address is c/o Hogan & Hartson, Columbia Square, 555 Thirteenth Street, N.W., Washington, D.C. 20004-1109.

3
NAME, PRINCIPAL OCCUPATION AND BUSINESS BOARD MEMBER EXPERIENCE FOR PAST FIVE YEARS AGE SINCE --------------------------------------- --- ------------ /1/DAVID P. FELDMAN 54 DFIMB-1991 Chairman and Chief Executive Officer of AT&T DFMMM-1993 Investment Management Corporation. He is a Trustee of DIGNM-1987/2/ Corporate Property Investors, a real estate investment DNJMB-1987 company. He also is a director of Dreyfus BASIC Money DNYIT-1987 Market Fund, Inc., Dreyfus Edison Electric Index Fund, DSG-1987 Inc., Dreyfus Stock Index Fund, Dreyfus Strategic DGG-1987 Governments Income, Inc., Dreyfus-Wilshire Target DUSTI-1987/2/ Funds, Inc., Peoples Index Fund, Inc. and Peoples S&P DUSTL-1987/2/ MidCap Index Fund, Inc., and a trustee of Dreyfus DUSTM-1987/2/ BASIC U.S. Government Money Market Fund, Dreyfus DUSTS-1987/2/ California Intermediate Municipal Bond Fund, Dreyfus PGI-1991 Connecticut Intermediate Municipal Bond Fund, Dreyfus Massachusetts Intermediate Municipal Bond Fund, Dreyfus New Jersey Intermediate Municipal Bond Fund, Dreyfus Pennsylvania Intermediate Municipal Bond Fund, Dreyfus Strategic Income and Dreyfus Strategic Investing. His address is One Oak Way, Berkeley Heights, New Jersey 07922. LYNN MARTIN 54 DFIMB-1993 Holder of the Davee Chair at the J.L. Kellogg Graduate DFMMM-1993 School of Management, Northwestern University. During DIGNM-1993 the Spring Semester 1993, Ms. Martin was a Visiting DNJMB-1993 Fellow at the Institute of Policy, Kennedy School of DNYIT-1993 Government, Harvard University. She also is a DSG-1993 consultant to the international accounting firm of DGG-1993 Deloitte & Touche, and chairwoman of its Council on DUSTI-1994 the Advancement of Women and a director of Ryder DUSTL-1994 Systems Incorporated, a transportation company. From DUSTM-1994 January 1991 through January 1993, Ms. Martin served DUSTS-1994 as Secretary for the United States Department of PGI-1993 Labor. From 1981 to 1991, she was United States Congresswoman for the State of Illinois. She also is a director of Harcourt General Corporation, a publishing, insurance and retailing company, and Ameritech Corporation, a telecommunications and information company. Her address is 3750 Lake Shore Drive, Chicago, Illinois 60613. /1/EUGENE MCCARTHY 78 DFIMB-1991 Writer and columnist; former Senator from Minnesota DFMMM-1993 from 1958 through 1970. His address is P.O. Box 22, DIGNM-1987/2/ Woodville, Virginia 22749. DNJMB-1987 DNYIT-1988 DSG-1987 DGG-1987 DUSTI-1985/2/ DUSTL-1985/2/ DUSTM-1985/2/ DUSTS-1987/2/ PGI-1991 /1/RICHARD J. MOYNIHAN--Only DFIMB, DFMMM and DNYIT. 59 DFIMB-1991 President and Investment Officer of DFIMB, DFMMM, DFMMM-1993 DNJMB and DNYIT. An employee of Dreyfus and an DNYIT-1986 officer, director or trustee of other investment companies advised or administered by Dreyfus.
4
NAME, PRINCIPAL OCCUPATION AND BUSINESS BOARD MEMBER EXPERIENCE FOR PAST FIVE YEARS AGE SINCE --------------------------------------- --- ------------ DANIEL ROSE 64 DFIMB-1992 President and Chief Executive Officer of Rose Associates, DFMMM-1993 Inc., a New York based real estate development and DIGNM-1992/2/ management firm. He is Chairman of the Housing Committee DNJMB-1992 of The Real Estate Board of New York, Inc. and a Trustee DNYIT-1992 of Corporate Property Investors, a real estate investment DSG-1992 company. He also is a director of Dreyfus BASIC Money DGG-1992 Market Fund, Inc. and Dreyfus Strategic Governments DUSTI-1992/2/ Income, Inc. and a trustee of Dreyfus BASIC U.S. DUSTL-1992/2/ Government Money Market Fund, Dreyfus California DUSTM-1992/2/ Intermediate Municipal Bond Fund, Dreyfus Connecticut DUSTS-1992/2/ Intermediate Municipal Bond Fund, Dreyfus Massachusetts PGI-1992 Intermediate Municipal Bond Fund, Dreyfus New Jersey Intermediate Municipal Bond Fund, Dreyfus Pennsylvania Intermediate Municipal Bond Fund, Dreyfus Strategic Income and Dreyfus Strategic Investing. His address is c/o Rose Associates, Inc., 380 Madison Avenue, New York, New York 10017. /1/HOWARD STEIN--All Funds, except DFIMB, DFMMM and DNYIT. 67 DIGNM-1987/2/ President and Investment Officer of DSG, DGG and PGI. DNJMB-1987 Chairman of the Board and Chief Executive Officer of DSG-1987 Dreyfus, Chairman of the Board of DSCBNY Mellon, and an officer ~~DGG-1987 director, general partner or trustee~~ of ~~other~~73 investment ~~DUSTI-1985/2/~~ companies ~~advised or administered~~(comprised of 183 portfolios) managed by Dreyfus. DUSTL-1985/2/ DUSTM-1985/2/ DUSTS-1987/2/ PGI-1991 SANDER VANOCUR 66 DFIMB-1992 Since January 1992,
Kiesha Astwood (39)
        Vice President and Assistant Secretary (2010)
Counsel of ~~Old Owl Communications, DFMMM-1993 a full-service communications firm. Since November 1989, DIGNM-1992/2/ Mr. Vanocur has served as a Director~~BNY Mellon, and an officer of ~~the Damon Runyon- DNJMB-1992 Walter Winchell Cancer Research Fund. From June 1986 to DNYIT-1992 December 1991, he was a~~ 73 investment companies (comprised of 183 portfolios) managed by Dreyfus.
James Bitetto (45)
Vice President and Assistant Secretary (2005)
Senior ~~Correspondent~~Counsel of ~~ABC News DSG-1992~~BNY Mellon and from October 1986 to December 31, 1991, he was DGG-1992 Anchor of the ABC News program "Business World," a weekly DUSTI-1992/2/ business program on the ABC television network. He also DUSTL-1992/2/ is a director of Dreyfus BASIC Money Market Fund, Inc. DUSTM-1992/2/ and Dreyfus Strategic Governments Income, Inc. and a DUSTS-1992/2/ trustee of Dreyfus BASIC U.S. Government Money Market PGI-1992 Fund, Dreyfus California Intermediate Municipal Bond Fund, Dreyfus Connecticut Intermediate Municipal Bond Fund, Dreyfus Massachusetts Intermediate Municipal Bond Fund, Dreyfus New Jersey Intermediate Municipal Bond Fund, Dreyfus Pennsylvania Intermediate Municipal Bond Fund, Dreyfus Strategic Income and Dreyfus Strategic Investing. His address is 2928 P Street, N.W., Washington, D.C. 20007.
5
NAME, PRINCIPAL OCCUPATION AND BUSINESS BOARD MEMBER EXPERIENCE FOR PAST FIVE YEARS AGE SINCE --------------------------------------- --- ------------ REX WILDER 73 DFIMB-1991 Financial Consultant. His address is 290 Riverside Drive, DFMMM-1993 New York, New York 10025. DIGNM-1987/2/ DNJMB-1987 DNYIT-1986 DSG-1987 DGG-1987 DUSTI-1985/2/ DUSTL-1985/2/ DUSTM-1985/2/ DUSTS-1987/2/ PGI-1991
- - ------- /1/ "Interested Person" as defined in the Act. /2/ Since this date, Managing General Partner of the corresponding predecessor Limited Partnership Fund, the assets and liabilities of which were transferred to the Fund in exchange for shares of the Fund on December 31, 1993. In addition to the persons named as officers above, the Funds' executive officers are:
NAME AND POSITION WITH PRINCIPAL OCCUPATION AND BUSINESS FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS ---------------------- --- --------------------------------- ~~BARBARA L. KENWORTHY 49 An employee~~Secretary of Dreyfus, and an officer of ~~other President and~~73 investment companies ~~advised and administered~~(comprised of 183 portfolios) managed by ~~Investment Officer of~~ Dreyfus. ~~DUSTI, DUSTL, DUSTM and DUSTS;~~
Joni Lacks Charatan (56)
Vice President and ~~Investment Officer~~Assistant Secretary (2005)
Senior Counsel of ~~DIGNM and DSG. GARITT A. KONO 53 An employee of Dreyfus since September 1992~~BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus.
Joseph M. Chioffi (50)
Vice President and Assistant Secretary (2005)
Senior Counsel of BNY Mellon, and an officer of ~~other~~73 investment companies ~~advised and Investment Officer~~(comprised of ~~administered~~183 portfolios) managed by Dreyfus. ~~Prior thereto, Mr. Kono was DIGNM. with the First Boston Corporation for 15 years, where he was~~
Kathleen DeNicholas (37)
Vice President and Assistant Secretary (2010)
Managing Counsel of ~~the Fixed Income area. PATRICIA A. LARKIN 33 An employee~~BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus.
John B. Hammalian (48)
Vice President and Assistant Secretary (2005)
Senior Managing Counsel of BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus.
M. Cristina Meiser (42)
Vice President and Assistant Secretary (2010)
Senior Counsel of The BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus.
Robert M. Mullery (60)
        Vice President and Assistant Secretary (2005)
Managing Counsel of BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus.
Jeff S. Prusnofsky (47)
        Vice President and Assistant Secretary (2005)
Senior Managing Counsel of BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus.
Richard S. Cassaro (53)
        Assistant Treasurer (2008)
Senior Accounting Manager – Money Market and Municipal Bond Funds of Dreyfus, and an officer of ~~other Senior Vice President~~73 investment companies ~~advised or administered~~(comprised of 183 portfolios) managed by Dreyfus.
Gavin C. Reilly (43)
        Assistant Treasurer (2005)
Tax Manager of the Investment Accounting and ~~Investment Officer Dreyfus. of DUSTM. A. PAUL DISDIER 38 An employee~~Support Department
of Dreyfus, and an officer of ~~other Vice President and~~73 investment companies ~~advised and administered~~(comprised of 183 portfolios) managed by ~~Investment Officer of~~ Dreyfus. ~~DFIMB, DFMMM, DNJMB and DNYIT. KAREN M. HAND 35 An employee~~
Robert S. Robol (48)
        Assistant Treasurer (2005)
Senior Accounting Manager – Fixed Income Funds of Dreyfus, and an officer of ~~other Vice President and~~73 investment companies ~~advised and administered~~(comprised of 183 portfolios) managed by ~~Investment Officer of~~ Dreyfus. ~~DFIMB, DFMMM, DNJMB and DNYIT. STEPHEN C. KRIS 40 An employee~~
Robert Salviolo (45)
Assistant Treasurer (2007)
Senior Accounting Manager – Equity Funds of Dreyfus, and an officer of ~~other Vice President and~~73 investment companies ~~advised and administered~~(comprised of 183 portfolios) managed by ~~Investment Officer of~~ Dreyfus. ~~DFIMB, DFMMM, DNJMB and DNYIT.~~
6
NAME AND POSITION WITH PRINCIPAL OCCUPATION AND BUSINESS FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS ---------------------- --- --------------------------------- ~~JILL C. SHAFFRO 30 An employee~~
Robert Svagna (45)
Assistant Treasurer (2002)
Senior Accounting Manager – Equity Funds of Dreyfus, and an officer of ~~other~~73 investment companies (comprised of 183 portfolios) managed by Dreyfus.
Matthew D. Connolly (40)
Anti-Money Laundering Compliance Officer (2012)
Anti-Money Laundering Compliance Officer of the Distributor since October 2011; from March 2010 to September 2011, Global Head, KYC Reviews and Director, UBS Investment Bank; until March 2010, AML Compliance Officer and Senior Vice President, ~~and~~Citi Global Wealth Management.  He is an officer of 69 investment companies ~~advised and administered~~(comprised of 179 portfolios) managed by ~~Investment~~Dreyfus.
Joseph W. Connolly (55)
Chief Compliance Officer ~~of Dreyfus. DFIMB, DFMMM, DNJMB and DNYIT. L. LAWRENCE TROUTMAN 47 An employee~~(2004)
Chief Compliance Officer of Dreyfus and ~~an officer~~The Dreyfus Family of ~~other Vice President and~~Funds (73 investment companies, ~~advised and administered by Investment Officer~~comprised of Dreyfus. DFIMB, DFMMM, DNJMB and DNYIT. SAMUEL J. WEINSTOCK 35 An employee of Dreyfus and an officer of other Vice President and investment companies advised and administered by Investment Officer of Dreyfus. DFIMB, DFMMM, DNJMB and DNYIT. MONICA S. WIEBOLDT 44 An employee of Dreyfus and an officer of other Vice President and investment companies advised and administered by Investment Officer of Dreyfus. DFIMB, DFMMM, DNJMB and DNYIT. DANIEL C. MACLEAN 51 Vice President and General Counsel of Dreyfus, Vice President of Secretary of DSC and an officer of other investment DFIMB, DFMMM, DIGNM and companies advised or administered by Dreyfus. DNYIT; Secretary of each other Fund. JEFFREY N. NACHMAN 43 Vice President--Mutual Fund Accounting of Dreyfus and Vice President and an officer of other investment companies advised or Treasurer of DFIMB, administered by Dreyfus. DFMMM and PGI; Vice President--Financial of each other Fund. JOHN J. PYBURN 58 Assistant Vice President of Dreyfus and an officer of Treasurer of each Fund, other investment companies advised or administered by except DFIMB, DFMMM and Dreyfus. PGI. MARK N. JACOBS 48 Secretary and Deputy General Counsel of Dreyfus and an Secretary of DFIMB, officer of other investment companies advised or DIGNM and DNYIT; Vice administered by Dreyfus. President of each other Fund. MICHAEL A. ROSENBERG 34 Assistant General Counsel since March 1994 and, from Assistant Secretary of October 1991 to March 1994, staff attorney in the legal each Fund. department of Dreyfus and since December 1993 an officer of other investment companies advised or administered by Dreyfus. From October 1990 to October 1991, Associate with Shereff, Friedman, Hoffman & Goodman. From 1986 to September 1989, Financial Analyst with the Securities and Exchange Commission, Division of Investment Management. 183 portfolios).
7
NAME AND POSITION WITH PRINCIPAL OCCUPATION AND BUSINESS FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS ---------------------- --- --------------------------------- CHRISTINE PAVALOS 61 Assistant Secretary of Dreyfus, DSC and other Assistant Secretary of investment companies advised or administered by each Fund. Dreyfus. PAUL R. CASTI, JR. 39 Senior Accounting Manager in the Fund Accounting Controller of DGG. Department of Dreyfus and an officer of other investment companies advised or administered by Dreyfus. THOMAS J. DURANTE 33 Senior Accounting Manager in the Fund Accounting Controller of DSG, DUSTM Department of Dreyfus and an officer of other and PGI. investment companies advised or administered by Dreyfus. GREGORY S. GRUBER 35 Senior Accounting Manager in the Fund Accounting Controller of DFIMB, Department of Dreyfus and an officer of other DNJMB and DNYIT. investment companies advised or administered by Dreyfus. PAUL T. MOLLOY 37 Senior Accounting Manager in the Fund Accounting Controller of DFMMM. Department of Dreyfus and an officer of other investment companies advised or administered by Dreyfus. JAMES M. WINDELS 35 Senior Accounting Manager in the Fund Accounting Controller of DIGNM, Department of Dreyfus and an officer of other DUSTI, DUSTL and DUSTS. investment companies advised or administered by Dreyfus.

NAME, PRINCIPAL OCCUPATION AND BUSINESS BOARD MEMBER EXPERIENCE FOR PAST FIVE YEARS AGE SINCE --------------------------------------- --- ------------ DANIEL ROSE 64 DFIMB-1992 President and Chief Executive Officer of Rose Associates, DFMMM-1993 Inc., a New York based real estate development and DIGNM-1992/2/ management firm. He is Chairman of the Housing Committee DNJMB-1992 of The Real Estate Board of New York, Inc. and a Trustee DNYIT-1992 of Corporate Property Investors, a real estate investment DSG-1992 company. He also is a director of Dreyfus BASIC Money DGG-1992 Market Fund, Inc. and Dreyfus Strategic Governments DUSTI-1992/2/ Income, Inc. and a trustee of Dreyfus BASIC U.S. DUSTL-1992/2/ Government Money Market Fund, Dreyfus California DUSTM-1992/2/ Intermediate Municipal Bond Fund, Dreyfus Connecticut DUSTS-1992/2/ Intermediate Municipal Bond Fund, Dreyfus Massachusetts PGI-1992 Intermediate Municipal Bond Fund, Dreyfus New Jersey Intermediate Municipal Bond Fund, Dreyfus Pennsylvania Intermediate Municipal Bond Fund, Dreyfus Strategic Income and Dreyfus Strategic Investing. His address is c/o Rose Associates, Inc., 380 Madison Avenue, New York, New York 10017. /1/HOWARD STEIN--All Funds, except DFIMB, DFMMM and DNYIT. 67 DIGNM-1987/2/ President and Investment Officer of DSG, DGG and PGI. DNJMB-1987 Chairman of the Board and Chief Executive Officer of DSG-1987 Dreyfus, Chairman of the Board of DSCBNY Mellon, and an officer ~~DGG-1987 director, general partner or trustee~~ of ~~other~~73 investment ~~DUSTI-1985/2/~~ companies ~~advised or administered~~(comprised of 183 portfolios) managed by Dreyfus. DUSTL-1985/2/ DUSTM-1985/2/ DUSTS-1987/2/ PGI-1991 SANDER VANOCUR 66 DFIMB-1992 Since January 1992,

Kiesha Astwood (39) Vice President and Assistant Secretary (2010)	Counsel of ~~Old Owl Communications, DFMMM-1993 a full-service communications firm. Since November 1989, DIGNM-1992/2/ Mr. Vanocur has served as a Director~~BNY Mellon, and an officer of ~~the Damon Runyon- DNJMB-1992 Walter Winchell Cancer Research Fund. From June 1986 to DNYIT-1992 December 1991, he was a~~ 73 investment companies (comprised of 183 portfolios) managed by Dreyfus.

James Bitetto (45) Vice President and Assistant Secretary (2005)	Senior ~~Correspondent~~Counsel of ~~ABC News DSG-1992~~BNY Mellon and from October 1986 to December 31, 1991, he was DGG-1992 Anchor of the ABC News program "Business World," a weekly DUSTI-1992/2/ business program on the ABC television network. He also DUSTL-1992/2/ is a director of Dreyfus BASIC Money Market Fund, Inc. DUSTM-1992/2/ and Dreyfus Strategic Governments Income, Inc. and a DUSTS-1992/2/ trustee of Dreyfus BASIC U.S. Government Money Market PGI-1992 Fund, Dreyfus California Intermediate Municipal Bond Fund, Dreyfus Connecticut Intermediate Municipal Bond Fund, Dreyfus Massachusetts Intermediate Municipal Bond Fund, Dreyfus New Jersey Intermediate Municipal Bond Fund, Dreyfus Pennsylvania Intermediate Municipal Bond Fund, Dreyfus Strategic Income and Dreyfus Strategic Investing. His address is 2928 P Street, N.W., Washington, D.C. 20007.

NAME AND POSITION WITH PRINCIPAL OCCUPATION AND BUSINESS FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS ---------------------- --- --------------------------------- ~~BARBARA L. KENWORTHY 49 An employee~~Secretary of Dreyfus, and an officer of ~~other President and~~73 investment companies ~~advised and administered~~(comprised of 183 portfolios) managed by ~~Investment Officer of~~ Dreyfus. ~~DUSTI, DUSTL, DUSTM and DUSTS;~~

Joni Lacks Charatan (56) Vice President and ~~Investment Officer~~Assistant Secretary (2005)	Senior Counsel of ~~DIGNM and DSG. GARITT A. KONO 53 An employee of Dreyfus since September 1992~~BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus.

Joseph M. Chioffi (50) Vice President and Assistant Secretary (2005)	Senior Counsel of BNY Mellon, and an officer of ~~other~~73 investment companies ~~advised and Investment Officer~~(comprised of ~~administered~~183 portfolios) managed by Dreyfus. ~~Prior thereto, Mr. Kono was DIGNM. with the First Boston Corporation for 15 years, where he was~~

Kathleen DeNicholas (37) Vice President and Assistant Secretary (2010)	Managing Counsel of ~~the Fixed Income area. PATRICIA A. LARKIN 33 An employee~~BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus.

John B. Hammalian (48) Vice President and Assistant Secretary (2005)	Senior Managing Counsel of BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus.

M. Cristina Meiser (42) Vice President and Assistant Secretary (2010)	Senior Counsel of The BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus.

Robert M. Mullery (60) Vice President and Assistant Secretary (2005)	Managing Counsel of BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus.

Jeff S. Prusnofsky (47) Vice President and Assistant Secretary (2005)	Senior Managing Counsel of BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus.

Richard S. Cassaro (53) Assistant Treasurer (2008)	Senior Accounting Manager – Money Market and Municipal Bond Funds of Dreyfus, and an officer of ~~other Senior Vice President~~73 investment companies ~~advised or administered~~(comprised of 183 portfolios) managed by Dreyfus.

Gavin C. Reilly (43) Assistant Treasurer (2005)	Tax Manager of the Investment Accounting and ~~Investment Officer Dreyfus. of DUSTM. A. PAUL DISDIER 38 An employee~~Support Department of Dreyfus, and an officer of ~~other Vice President and~~73 investment companies ~~advised and administered~~(comprised of 183 portfolios) managed by ~~Investment Officer of~~ Dreyfus. ~~DFIMB, DFMMM, DNJMB and DNYIT. KAREN M. HAND 35 An employee~~

Robert S. Robol (48) Assistant Treasurer (2005)	Senior Accounting Manager – Fixed Income Funds of Dreyfus, and an officer of ~~other Vice President and~~73 investment companies ~~advised and administered~~(comprised of 183 portfolios) managed by ~~Investment Officer of~~ Dreyfus. ~~DFIMB, DFMMM, DNJMB and DNYIT. STEPHEN C. KRIS 40 An employee~~

Robert Salviolo (45) Assistant Treasurer (2007)	Senior Accounting Manager – Equity Funds of Dreyfus, and an officer of ~~other Vice President and~~73 investment companies ~~advised and administered~~(comprised of 183 portfolios) managed by ~~Investment Officer of~~ Dreyfus. ~~DFIMB, DFMMM, DNJMB and DNYIT.~~

NAME AND POSITION WITH PRINCIPAL OCCUPATION AND BUSINESS FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS ---------------------- --- --------------------------------- ~~JILL C. SHAFFRO 30 An employee~~

Robert Svagna (45) Assistant Treasurer (2002)	Senior Accounting Manager – Equity Funds of Dreyfus, and an officer of ~~other~~73 investment companies (comprised of 183 portfolios) managed by Dreyfus.

Matthew D. Connolly (40) Anti-Money Laundering Compliance Officer (2012)	Anti-Money Laundering Compliance Officer of the Distributor since October 2011; from March 2010 to September 2011, Global Head, KYC Reviews and Director, UBS Investment Bank; until March 2010, AML Compliance Officer and Senior Vice President, ~~and~~Citi Global Wealth Management. He is an officer of 69 investment companies ~~advised and administered~~(comprised of 179 portfolios) managed by ~~Investment~~Dreyfus.

Joseph W. Connolly (55) Chief Compliance Officer ~~of Dreyfus. DFIMB, DFMMM, DNJMB and DNYIT. L. LAWRENCE TROUTMAN 47 An employee~~(2004)	Chief Compliance Officer of Dreyfus and ~~an officer~~The Dreyfus Family of ~~other Vice President and~~Funds (73 investment companies, ~~advised and administered by Investment Officer~~comprised of Dreyfus. DFIMB, DFMMM, DNJMB and DNYIT. SAMUEL J. WEINSTOCK 35 An employee of Dreyfus and an officer of other Vice President and investment companies advised and administered by Investment Officer of Dreyfus. DFIMB, DFMMM, DNJMB and DNYIT. MONICA S. WIEBOLDT 44 An employee of Dreyfus and an officer of other Vice President and investment companies advised and administered by Investment Officer of Dreyfus. DFIMB, DFMMM, DNJMB and DNYIT. DANIEL C. MACLEAN 51 Vice President and General Counsel of Dreyfus, Vice President of Secretary of DSC and an officer of other investment DFIMB, DFMMM, DIGNM and companies advised or administered by Dreyfus. DNYIT; Secretary of each other Fund. JEFFREY N. NACHMAN 43 Vice President--Mutual Fund Accounting of Dreyfus and Vice President and an officer of other investment companies advised or Treasurer of DFIMB, administered by Dreyfus. DFMMM and PGI; Vice President--Financial of each other Fund. JOHN J. PYBURN 58 Assistant Vice President of Dreyfus and an officer of Treasurer of each Fund, other investment companies advised or administered by except DFIMB, DFMMM and Dreyfus. PGI. MARK N. JACOBS 48 Secretary and Deputy General Counsel of Dreyfus and an Secretary of DFIMB, officer of other investment companies advised or DIGNM and DNYIT; Vice administered by Dreyfus. President of each other Fund. MICHAEL A. ROSENBERG 34 Assistant General Counsel since March 1994 and, from Assistant Secretary of October 1991 to March 1994, staff attorney in the legal each Fund. department of Dreyfus and since December 1993 an officer of other investment companies advised or administered by Dreyfus. From October 1990 to October 1991, Associate with Shereff, Friedman, Hoffman & Goodman. From 1986 to September 1989, Financial Analyst with the Securities and Exchange Commission, Division of Investment Management. 183 portfolios).

~~___________________~~

* Dreyfus U.S. Treasury Intermediate Term Fund only.

The address of each ~~Interested Person and~~ officer of the ~~Fund~~Funds is 200 Park Avenue, New York, New York 10166. 8 ~~The following table presents certain~~

~~Part III~~

Part III sets forth information ~~for each Fund regarding the beneficial~~about ownership of ~~its~~Fund shares asby Nominees, current Board members and Fund officers. As of May ~~4, 1994 by~~11, 2012, the following Nominees, current Board members and officers owned shares in the Funds as indicated below. As of May 11, 2012, each ~~officer~~Fund's current Board members and ~~Nominee of the Fund owning shares on such date. In each case, such amount constitutes~~officers, as a group, owned less than 1% of the Fund's outstanding shares.

~~NAME OF FUND NAME NUMBER OF SHARES ------------ ---- ----------------~~ DIGNM David P. Feldman 1.515 DIGNM Eugene McCarthy 34.532 DIGNM Howard Stein 1.515 DNJMB Daniel
Name of Board Member, Nominee or Officer	Fund	Amount of Beneficial Ownership

James Bitetto	DGCF		643.180
James Bitetto	DIVF		4,934.160
James Bitetto	DOMVF		336.244
Peggy C. Maclean 1.333 DSG David P. Feldman 1.000 DSG Eugene McCarthy 751.252 DSG Howard Stein 3,235.153 DSG Rex Wilder 110.414 DGG David P. Feldman 1.000 DGG Eugene McCarthy 14.557 DGG Howard Stein 3,672.072 DGG Rex Wilder 151.441 DUSTI David P. Feldman 1.560 DUSTI Eugene McCarthy 38.967 DUSTI Howard Stein 1.634 DUSTI Rex Wilder 49.483 DUSTL David P. Feldman 1.528 DUSTL Eugene McCarthy 33.844 DUSTL Howard Stein 1.602 DUSTM David P. Feldman 1.470 DUSTM Barbara L. Kenworthy 38,210.610 DUSTM Daniel C. Maclean 642.390 DUSTM Eugene McCarthy 505.670 DUSTM Jeffrey N. Nachman 114,933.840 DUSTM Howard Stein 1.520 DUSTS David P. Feldman 1.850 DUSTS Barbara L. Kenworthy 300.513 DUSTS Eugene McCarthy 34.261 DUSTS Howard Stein 1.850 Davis	DEMF		1,591.147
Joseph S. DiMartino	DGCF		831.616
Joseph S. DiMartino	DEAF		3,054.101
Janette E. Farragher	DSCIF		5,535.836
Janette E. Farragher	DISIF		2,239.844
Janette E. Farragher	DRGF		906.344
Ehud Houminer	DTGF		61.180
Martin Peretz	DRGF		5,060.274
Jeff S. Prusnofsky	DTGF		1,612.353

~~9 ~~MANAGEMENT AGREEMENT~~~~

~~EXHIBIT B~~

THE DREYFUS NEW JERSEY MUNICIPAL BOND FUND, INC. 144 Glenn Curtiss Boulevard Uniondale, New York 11556-0144 , 1994 FAMILY OF FUNDS

~~Nominating Committee Charter and Procedures~~

~~ORGANIZATION~~

The ~~Dreyfus Corporation 200 Park Avenue New York, New York 10166 Dear Sirs: The above-named investment company~~Nominating Committee (the ~~"Fund"~~"Committee") ~~herewith confirms its agreement with you as follows: The Fund desires to employ its capital by investing and reinvesting the same in investments~~ of the type and in accordance with the limitations specified in its charter documents and in its Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Fund's Board. The Fund desires to employ you to act as its investment adviser. In this connection it is understood that from time to time you will employ or associate with yourself such person or persons as you may believe to be particularly fitted to assist youeach fund in the ~~performance~~Dreyfus Family of ~~this Agreement. Such person or persons may be officers or employees who are employed by both you and~~Funds (each, the ~~Fund. The compensation of such person or persons~~"Fund") shall be ~~paid by you and no obligation may be incurred on the Fund's behalf in any such respect. Subject to the supervision and approval~~composed solely of the Fund's Board, you will provide investment management of the Fund's portfolio in accordance with the Fund's investment objectives and policies as stated in its Prospectus and Statement of Additional Information as from time to time in effect. In connection therewith, you will obtain and provide investment research and will supervise the Fund's investments and conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund's assets. You will furnish to the Fund such statistical information, with respect to the investments which the Fund may hold or contemplate purchasing, as the Fund may reasonably request. The Fund wishes to be informed of important developments materially affecting its portfolio and shall expect you, on your own initiative, to furnish to the Fund from time to time such information as you may believe appropriate for this purpose. In addition, you will supply office facilities (which may be in your own offices), data processing services, clerical, accounting and bookkeeping services, internal auditing and legal services, internal executive and administrative services, and stationery and office supplies; prepare reports to the Fund's stockholders, tax returns, reports to and filings with the Securities and Exchange Commission and state Blue Sky authorities; calculate the net asset value of the Fund's shares; and generally assist in all aspects of the Fund's operations. You shall have the right, at your expense, to engage other entities to assist you in performing some or all of the obligations set forth in this paragraph, provided each such entity enters into an agreement with you in form and substance reasonably satisfactory to the Fund. You agree to be liable for the acts or omissions of each such entity to the same extent as if you had acted or failed to act under the circumstances. You shall exercise your best judgment in rendering the services to be provided to the Fund hereunder and the Fund agrees as an inducement to your undertaking the same that you shall not be liable hereunder for any error of judgment or mistake of law or for any loss suffered by the Fund, provided that nothing herein shall be deemed to protect or purport to protect you against any liability to the Fund or to its security holders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties hereunder, or by reason of your reckless disregard of your obligations and duties hereunder. In consideration of services rendered pursuant to this Agreement, the Fund will pay you on the first business day of each month a fee at the annual rate of .60 of 1% of the value of the Fund's average daily net assets. Net asset value shall be computed on such days and at such time or times as described in the Fund's then-current Prospectus and Statement of Additional Information. Upon any termination of this Agreement before the end of any month, the fee for such part of a 10 month shall be pro-rated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to you, the value of the Fund's net assets shall be computed in the manner specified in the Fund's charter documents for the computation of the value of the Fund's net assets. You will bear all expenses in connection with the performance of your services under this Agreement. All other expenses to be incurred in the operation of the Fund will be borne by the Fund, except to the extent specifically assumed by you. The expenses to be borne by the Fund include, without limitation, the following: organizational costs, taxes, interest, loan commitment fees, interest and distributions paid on securities sold short, brokerage fees and commissions, if any, fees of Board members who are not your officers, directors or employees or holders of 5% or more of your outstanding voting securities, Securities and Exchange Commission fees and state Blue Sky qualification fees, advisory fees, charges of custodians, transfer and dividend disbursing agents' fees, certain insurance premiums, industry association fees, outside auditing and legal expenses, costs of independent pricing services, costs of maintaining the Fund's existence, costs attributable to investor services (including, without limitation, telephone and personnel expenses), costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing stockholders, costs of stockholders' reports and meetings, and any extraordinary expenses./1/ If in any fiscal year the aggregate expenses of the Fund (including fees pursuant to this Agreement, but excluding interest, taxes, brokerage and, with the prior written consent of the necessary state securities commissions, extraordinary expenses) exceed 1 1/2% of the average value of the Fund's net assets for the fiscal year, the Fund may deduct from the fees to be paid hereunder, or you will bear, such excess expense. Your obligation pursuant hereto will be limited to the amount of your fees hereunder. Such deduction or payment, if any, will be estimated daily, and reconciled and effected or paid, as the case may be, on a monthly basis. The Fund understands that you now act, and that from time to time hereafter you may act, as investment adviser to one or more other investment companies and fiduciary or other managed accounts, and the Fund has no objection to your so acting, provided that when the purchase or sale of securities of the same issuer is suitable for the investment objectives of two or more companies or accounts managed by you which have available funds for investment, the available securities will be allocated in a manner believed by you to be equitable to each company or account. It is recognized that in some cases this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for or disposed of by the Fund. In addition, it is understood that the persons employed by you to assist in the performance of your duties hereunder will not devote their full time to such service and nothing contained herein shall be deemed to limit or restrict your right or the right of any of your affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. You shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence on your part in the performance of your duties or from reckless disregard by you of your obligations and duties under this Agreement. Any person, even though also your officer, director, partner, employee or agent, who may be or become an officer, Board member, employee or agent of the Fund, shall be deemed, when rendering services to the Fund or acting on any business of the Fund, to be rendering such services to or acting solely for the Fund and not as your officer, director, partner, employee or agent or one under your control or direction even though paid by you. This Agreement shall continue until January 21, 1995, and thereafter shall continue automatically for successive annual periods ending on January 21st of each year, provided such continuance is specifically approved at least annually by (i) the Fund's Board or (ii) vote of a majority (as defined in the Investment Company Act of 1940) of the Fund's outstanding voting securities, provided that in either event its continuance also is approved by a majority of the Fund's Board membersDirectors/Trustees ("Directors") who are not "interested persons" (as defined in said Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable without penalty, on 60 days' notice, by the Fund's - - ------- /1/ See Notes 1 and 2 below. 11 Board or by vote of holders of a majority of the Fund's shares or, upon not less than 90 days' notice, by you. This Agreement also will terminate automatically in the event of its assignment (as defined in said Act). The Fund recognizes that from time to time your directors, officers and employees may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name "Dreyfus" as part of their name, and that your corporation or its affiliates may enter into investment advisory or other agreements with such other entities. If you cease to act as the Fund's investment adviser, the Fund agrees that, at your request, the Fund will take all necessary action to change the name of the Fund ~~to a name not including "Dreyfus"~~as defined in ~~any form or combination~~Section 2(a)(19) of words. If the foregoing is in accordance with your understanding, will you kindly so indicate by signing and returning to us the enclosed copy hereof. Very truly yours, DREYFUS NEW JERSEY MUNICIPAL BOND FUND, INC. By:_______________________________ Accepted: THE DREYFUS CORPORATION By:_______________________________ PLEASE READ CAREFULLY THE FOLLOWING NOTES TO NEW AGREEMENT 1. The Existing Agreement does not enumerate all expenses currently borne by the Fund. The structure of the Existing Agreement is to give examples of these expenses. The New Agreement provides uniform examples among the Funds. The Fund is eligible to bear these--as well as all other--Fund operating expenses, whether or not enumerated. 2. When Rule 12b-1 under the Act was newly adopted, it was thought appropriate to include in the Existing Agreement of a Fund operating with a Rule 12b-1 Plan, such as the Fund, a statement to the effect that the Fund paid expenses pursuant to a Rule 12b-1 Plan. With the passage of time, the prevalence of Rule 12b-1 Plans and the increased prospectus disclosure highlighting a Fund's adoption of such a Plan, this language is thought to be unnecessary and for the sake of uniformity has been deleted. 3. The New Agreement expressly provides for Dreyfus to engage, at its expense, one or more entities to provide sub-administration services to the Fund. It currently is contemplated that the New Distributor or an affiliate of the New Distributor would provide these services. The Existing Agreement does not so provide. 12 DREYFUS NEW JERSEY MUNICIPAL BOND FUND, INC. SERVICE PLAN INTRODUCTION: It has been proposed that the above-captioned investment company (the "Fund") adopt a Service Plan (the "Plan") in accordance with Rule 12b-1, promulgated under the Investment Company Act of 1940, as amended (the ~~"Act"~~"1940 Act") ("Independent Directors"). ~~Under the Plan,~~The Board of Directors of the Fund (the "Board") shall select the members of the Committee and shall designate the Chairperson of the Committee.

~~RESPONSIBILITIES~~

~~The Committee shall select and nominate persons for election or appointment by the Board as Directors of the Fund.~~

~~EVALUATION OF POTENTIAL NOMINEES~~

The Board believes that Directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties. In evaluating potential Director nominees (including any nominees recommended by shareholders as provided below) in light of this standard, and to address certain legal and other requirements and considerations associated with composition of the Board, the Committee shall consider, among other factors it may deem relevant:

	·	the character and integrity of the person;

	·	whether or not the person is qualified under applicable laws and regulations to serve as a Director of the Fund;

	·	whether or not the person has any relationships that might impair his or her service on the Board;

	·	whether nomination of the person would be consistent with Fund policy and applicable laws and regulations regarding the number and percentage of Independent Directors on the Board;

	·	whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related fund complexes;

	·	whether or not the person is willing to serve and is willing and able to commit the time necessary for the performance of the duties and responsibilities of a Director of the Fund; and

	·	the educational background; business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the Board) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences.

In addition, the Committee may consider whether a potential nominee's professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would ~~pay~~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 ~~costs~~selection and ~~expenses~~nomination of ~~preparing, printing and distributing its prospectuses and statements~~Directors, the Committee may consider nominees recommended by Fund shareholders. The Committee will consider recommendations for nominees from shareholders sent to the Secretary of ~~additional information, and would (a) reimburse~~ the Fund's distributor (the "Distributor") for payments to third parties for distributing the Fund's shares and servicing shareholder accounts ("Servicing") (the payments in this clause (a) being referred to as the "Distributor Payments") and (b) payFund, c/o The Dreyfus Corporation ~~Dreyfus Service Corporation and any affiliate of either of them (collectively, "Dreyfus") for advertising and marketing~~Legal Department, 200 Park Avenue, 8th Floor East, New York, New York 10166. A nomination submission must include all information relating to the ~~Fund and for Servicing (the payments in this clause (b) being referred to as "Dreyfus Payments"). If this proposal~~recommended nominee that is required to be ~~implemented,~~disclosed in solicitations or proxy statements for the ~~Act~~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 ~~said Rule 12b-1 require~~to serve if elected by the shareholders, and such additional information must be provided regarding the recommended nominee as reasonably requested by the Committee.

~~NOMINATION OF DIRECTORS~~

After a determination by the Committee that a written plan describing all material aspects of the proposed financing be adopted by the Fund. The Fund's Board, in considering whether the Fund should implement a written plan, has requested and evaluated such information as it deemed necessary to an informed determination as to whether a written planperson should be ~~implemented~~selected and ~~has considered such pertinent factors~~nominated as ~~it deemed necessary to form the basis for~~ a decision to use assets of the Fund for such purposes. In voting to approve the implementation of such a plan, the Board members have concluded, in the exercise of their reasonable business judgment and in light of their respective fiduciary duties, that there is a reasonable likelihood that the plan set forth below will benefit the Fund and its shareholders. THE PLAN: The material aspects of this Plan are as follows: 1. The Fund shall pay all costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing shareholders. The Fund also shall pay an amount of the costs and expenses in connection with (a) preparing, printing and distributing the Fund's prospectuses and statements of additional information used for other purposes and (b) implementing and operating this Plan, such aggregate amount not to exceed in any fiscal yearDirector of the Fund, the greater of $100,000 or .005 of 1% of the average daily value of the Fund's net assets for such fiscal year. 2. (a) The aggregate annual fee the Fund may pay under this Plan for Distributor Payments and Dreyfus Payments is .25 of 1% of the value of the Fund's average daily net assets for such year (the "Aggregate Amount"). (b) The FundCommittee shall reimburse the Distributor in respect of Distributor Payments an amount not to exceed an annual rate of .25 of 1% of the value of the Fund's average daily net assets for such year (the "Distributor Amount"). (c) The Fund shall pay Dreyfus in respect of Dreyfus Payments an annual fee equalpresent its recommendation to the ~~difference between~~full Board for its consideration.

~~REVIEW OF CHARTER AND PROCEDURES~~

The Committee shall review the ~~Aggregate Amount~~charter and the Distributor Amount for such year. (d) Each of the Distributor and Dreyfus may pay one or more securities dealers, financial institutions (which may include banks) or other industry professionals, suchprocedures from time to time, as investment advisers, accountants and estate planning firms (severally, a "Service Agent"), a fee in respect of the Fund's shares owned by investors with whom the Service Agent has a Servicing relationship or for whom the Service Agent is the dealer or holder of record. Each of the Distributor and Dreyfus shall determine the amounts to be paid to the Service Agents to which it will make payments under this Plan and the basis on which such payments will be made. Payments to a Service Agent are subject to compliance by the Service Agent with the terms of any related Plan agreement between the Service Agent and the Distributor or Dreyfus, as the case may be. 3. For the purposes of determining the fees payable under this Plan, the value of the Fund's net assets shall be computed in the manner specified in the Fund's charter documents as then in effect for the computation of the value of the Fund's net assets. 4. The Fund's Board shall be provided, at least quarterly, with a written report of all amounts expended pursuant to this Plan. The report shall state the purpose for which the amounts were expended. 13 5. This Plan will become effective upon the later to occur of (i) the consummation of the transactions contemplated by the Amended and Restated Agreement and Plan of Merger dated as of December 5, 1993 by and among Mellon Bank Corporation, Mellon Bank, N.A., XYZ Sub Corporation and The Dreyfus Corporation or (ii) approval by (a) holders of a majority of the Fund's outstanding shares, and (b) a majority of the Board members, including a majority of the Board members who are not "interested persons" (as defined in the Act) of the Fund and have no direct or indirect financial interest in the operation of this Plan or in any agreements entered into in connection with this Plan, pursuant to a vote cast in person at a meeting called for the purpose of voting on the approval of this Plan. 6. This Plan shall continue for a period of one year from its effective date, unless earlier terminated in accordance with its terms, and thereafter shall continue automatically for successive annual periods, provided such continuance is approved at least annually in the manner provided in paragraph 5(b) hereof. 7. This Plan may be amended at any time by the Fund's Board, provided that (a) any amendment to increase materially the costs which the Fund may bear pursuant to this Plan shall be effective only upon approval by a vote of the holders of a majority of the Fund's outstanding shares, and (b) any material amendments of the terms of this Plan shall become effective only upon approval as provided in paragraph 5(b) hereof. 8. This Plan is terminable without penalty at any time by (a) vote of a majority of the Board members who are not "interested persons" (as defined in the Act) of the Fund and have no direct or indirect financial interest in the operation of this Plan or in any agreements entered into in connection with this Plan, or (b) vote of the holders of a majority of the Fund's outstanding shares. Dated: May 31, 1994 14 ~~[X] PLEASE MARK VOTES AS IN THIS EXAMPLE~~ considers appropriate.

~~Adopted: 2010~~

~~ADVANTAGE FUNDS, INC.~~

DREYFUS ~~NEW JERSEY MUNICIPAL BOND~~GROWTH AND INCOME FUND, INC. YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3, 4 AND 13. 1. To approve a new investment advisory agreement For Against Abstain between the Fund and The Dreyfus Corporation. [_] [_] [_] 2. Election of Directors. With- For All For hold Except [_] [_] [_] GORDON J. DAVIS, ISABEL P. DUNST, DAVID P. FELDMAN, LYNN MARTIN, EUGENE MCCARTHY, DANIEL ROSE, HOWARD STEIN, SANDER VANOCUR AND REX WILDER If you wish to withhold authority for any particular nominee, mark the "For All Except" box and strike a line through the nominee's name. ACCOUNT NUMBER 3. To ratify the selection of the Fund's independent For Against Abstain auditors. [_] [_] [_] 4. To approve a new Rule 12b-1 plan. [_] [_] [_] 13. To approve changes in the Fund's fundamental policies and investment restrictions. [_] [_] [_] 14. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournment(s) thereof. Please be sure to sign and date this Proxy. Date - - -------------------------------------------------------------------------------- - - --------- Stockholder sign here ---------- Co-owner (if any) sign here --------- DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.

~~DREYFUS ~~NEW JERSEY MUNICIPAL BOND~~INDEX FUNDS, INC.~~

~~DREYFUS INTERNATIONAL FUNDS, INC.~~

~~DREYFUS MANAGER FUNDS I~~

~~DREYFUS MANAGER FUNDS II~~

DREYFUS MIDCAP INDEX FUND, INC. - - -------------------------------------------------------------------------------- PLEASE ACT PROMPTLY SIGN, DATE & MAIL YOUR PROXY CARD TODAY No matter how many shares you own, your vote is important. A majority is required by law. Therefore, it is important that you vote NOW in order to avoid the unnecessary expense of another solicitation of proxies. Accordingly, please sign, date and mail your proxy card in the return envelope provided. If you own shares in more than one Dreyfus Fund, you will receive a separate set of proxy materials and a separate proxy card for each Fund. THESE ARE NOT DUPLICATES; YOU SHOULD SIGN AND RETURN EACH PROXY CARD IN ORDER FOR YOUR VOTES TO BE COUNTED. - - -------------------------------------------------------------------------------- DR750

~~DREYFUS ~~NEW JERSEY MUNICIPAL BOND~~MONEY MARKET INSTRUMENTS, INC.~~

~~DREYFUS RESEARCH GROWTH FUND, INC. ~~MEETING OF STOCKHOLDERS - AUGUST 3, 1994~~~~

~~DREYFUS STOCK INDEX FUND, INC.~~

~~DREYFUS VARIABLE INVESTMENT FUND~~

The undersigned ~~stockholder~~shareholder(s) of ~~Dreyfus New Jersey Municipal Bond Fund, Inc.~~____________________ (the "Fund"), hereby ~~appoints Christine Pavalos~~appoint(s) Janette E. Farragher and ~~Steven F. Newman~~Kiesha Astwood, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote, as indicated herein, all of the shares of ~~Dreyfus New Jersey Municipal Bond~~the Fund ~~Inc.,~~ standing in the name of the undersigned at the close of business on June ~~6, 1994~~5, 2012, at a Special Meeting of ~~Stockholders~~Shareholders to be held at ~~the New York Marriott Marquis, 1535 Broadway (between 45th and 46th Streets), Westside South Center, 5th~~The Dreyfus Corporation, 200 Park Avenue, 8th Floor, New York, New York ~~commencing~~10166, at ~~9:30~~10:00 a.m., on ~~Wednesday,~~ August 3, ~~1994,~~2012 and at any and all adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the ~~proposals,~~proposal, as more fully described in the Proxy Statement for the meeting.

~~Please mark boxes in blue or black ink or number 2 pencil, as applicable.~~

~~1. Election of Board Members:~~

For all Nominees /_/	Withhold Authority /_/	Withhold Authority /_/
	only for those Nominee(s)	for all Nominees
	whose name(s) I have written
	below


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

~~2. In their discretion, to vote on such other matters as may properly come before the meeting and any adjournments thereof.~~

~~DREYFUS 100% U.S. TREASURY MONEY MARKET FUND~~

~~DREYFUS BASIC U.S. MORTGAGE SECURITIES FUND~~

~~DREYFUS NEW JERSEY MUNICIPAL BOND FUND, INC.~~

~~DREYFUS PREMIER INVESTMENT FUNDS, INC.~~

~~DREYFUS U.S. TREASURY INTERMEDIATE TERM FUND~~

~~DREYFUS U.S. TREASURY LONG TERM FUND~~

The undersigned shareholder(s) of ____________________ (the "Fund"), hereby appoint(s) Janette E. Farragher and Kiesha Astwood, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote, as indicated herein, all of the shares of the Fund standing in the name of the undersigned at the close of business on June 5, 2012, at a Special Meeting of Shareholders to be held at The Dreyfus Corporation, 200 Park Avenue, 8th Floor, New York, New York 10166, at 11:00 a.m., on August 3, 2012 and at any and all adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.

~~Please mark boxes in blue or black ink or number 2 pencil, as applicable.~~

~~1. Election of Board Members:~~

For all Nominees /_/	Withhold Authority /_/	Withhold Authority /_/
	only for those Nominee(s)	for all Nominees
	whose name(s) I have written
	below


Nominees for Election are: Peggy C. Davis, Ehud Houminer and Martin Peretz.

~~2. In their discretion, to vote on such other matters as may properly come before the meeting and any adjournments thereof.~~

~~THREE EASY WAYS TO VOTE YOUR PROXY~~

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

2.	Visit the Internet website www.proxyvote.com and follow the instructions on the website; or

3.	Return this Proxy Card, signed and dated, in the enclosed envelope.

THIS PROXY IS SOLICITED BY THE FUND'S BOARD ~~OF DIRECTORS~~ AND WILL BE VOTED FOR ~~ALL PROPOSALS~~THE ABOVE PROPOSAL UNLESS OTHERWISE INDICATED. - - -------------------------------------------------------------------------------- SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. - - -------------------------------------------------------------------------------- Signature(s) should be exactly as name or names appearing on this proxy. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title. - - -------------------------------------------------------------------------------- DR750 - - -------------------------------------------------------------------------------- If you own shares in more than one Dreyfus Fund, you will receive a separate set of proxy materials and a separate proxy card for each Fund. THESE ARE NOT DUPLICATES; YOU SHOULD SIGN AND RETURN EACH PROXY CARD IN ORDER FOR YOUR VOTES TO BE COUNTED. - - --------------------------------------------------------------------------------

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


Payment of Filing Fee (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 (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)(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: _______________________________________

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
AF (8/31)	7	4	0	0	1
AF (10/31)	6	4	0	0	0
DUSTMMF	7	2	0	0	0
DBUSMSF	6	2	0	0	1
DGIF	6	4	0	0	0
DIF	6	4	0	0	0
DILF (5/31)	6	4	1	0	0
DILF (8/31)	6	4	0	0	0
DMFI	7	4	1	0	0
DMFII	6	4	0	0	0
DMIF	6	4	0	0	0
DMMI	7	4	0	0	0
DNJMBF	6	2	0	0	0
DPIF (10/31)	6	2	1	0	0
DPIF (12/31)	7	2	0	0	0
DRGF	6	4	0	0	0
DSIF	6	4	0	0	0
DUSTITF	6	2	0	0	0
DUSTLTF	6	2	0	0	0
DVIF	6	4	0	0	0

Name of Fund	Fiscal Year Ended	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees	Aggregate Non-Audit Fees*

AF (8/31)	2011	$222,792	$42,000	$24,023	$1,424	$16,103,335
	2010	$200,225	$43,674	$25,525	$4,672	$28,173,266

AF (10/31)	2011	$220,020	$24,000	$30,288	$58	$16,139,606
	2010	$115,000	$16,146	$16,143	$44	$31,544,905

DUSTMMF	2011	$30,312	$12,000	$3,508	$283	$20,226,638
	2010	$36,326	$5,382	$3,181	$367	$39,552,052

DBUSMSF	2011	$35,820	$12,000	$3,508	$23	$20,226,638
	2010	$40,961	$5,382	$3,692	$28	$39,552,052

DGIF	2011	$30,312	$6,000	$2,742	$198	$16,139,606
	2010	$31,942	$5,382	$3,537	$180	$31,544,905

DIF	2011	$101,544	$18,000	$23,422	$1,393	$16,139,606
	2010	$126,072	$18,608	$9,549	$1,346	$31,544,905

DILF (5/31)	2011	$40,920	$6,000	$6,390	$764	$19,526,919
	2010	$41,463	$5,382	$6,058	$-0-	$28,017,293

DILF (8/31)	2011	$40,920	$6,000	$1,988	$16	$16,103,335
	2010	$31,642	$3,000	$938	$-0-	$28,173,266

DMFI	2011	$96,936	$18,000	$9,112	$226	$60,419,333
	2010	$110,548	$16,146	$10,626	$-0-	$26,201,339

DMFII	2011	$35,820	$6,000	$2,460	$98	$17,593,159
	2010	$48,328	$5,382	$4,007	$108	$33,851,490

DMIF	2011	$30,312	$6,000	$2,742	$876	$16,139,606
	2010	$37,078	$5,382	$5,050	$744	$31,544,905

DMMI	2011	$60,624	$24,000	$7,017	$639	$20,226,638
	2010	$62,753	$10,764	$6,363	$661	$39,552,052

DNJMBF	2011	$30,312	$12,000	$3,508	$177	$20,226,638
	2010	$38,832	$5,382	$4,681	$207	$39,552,052

DPIF (10/31)	2011	$213,696	$30,000	$13,805	$511	$16,139,606
	2010	$158,580	$39,292	$13,345	$506	$31,544,905

DPIF (12/31)	2011	$101,544	$36,000	$19,368	$147	$20,226,638
	2010	$111,384	$21,528	$12,226	$161	$39,552,052

DRGF	2012	$30,857	$6,000	$3,699	$84	$29,653,219
	2011	$30,312	$6,000	$3,348	$57	$51,981,800

DSIF	2011	$30,312	$15,693	$3,508	$593	$20,226,638
	2010	$49,528	$9,075	$3,181	$604	$39,552,052

DUSTITF	2011	$35,820	$12,000	$3,508	$33	$20,226,638
	2010	$26,682	$5,382	$3,692	$43	$39,552,052

DUSTLTF	2011	$35,820	$12,000	$3,508	$19	$20,226,638
	2010	$26,682	$5,382	$4,203	$22	$39,552,052

DVIF	2011	$238,908	$109,854	$28,718	$414	$20,226,638
	2010	$160,412	$63,528	$25,727	$407	$39,552,052

	Dated: ___________________

	_________________________
	Signature(s)

	_________________________
	Signature(s)