SCHEDULE 14A (RULE 14a-101)
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] ____)
Filed by the Registrant[X]
Filed by a Party other than the Registrant[   ]
Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 DREYFUS PREMIER INTERNATIONAL FUNDS, INC. Dreyfus Premier International Growth Fund ------------------------------------------------------------------------------ (Name of Registrant as Specified in Its Charter) ------------------------------------------------------------------------------ (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
[   ]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


Dreyfus BASIC U.S. Mortgage Securities Fund
Dreyfus New Jersey Municipal Bond Fund, Inc.
Dreyfus Premier Investment Funds, Inc.
Dreyfus U.S. Treasury Intermediate Term Fund
Dreyfus U.S. Treasury Long Term Fund
Dreyfus 100% U.S. Treasury Money Market Fund
 ______________________________________________________________________
(Name of Registrants as Specified in Charters)
 ______________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrants)
Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ]
[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: _______________________________________
The Dreyfus Family of Funds
200 Park Avenue
New York, New York 10166

Dear Shareholder:
Your Dreyfus fund(s) and certain other funds in the Dreyfus Family of Funds will hold a special joint meeting of shareholders on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) TitleMay 31, 2011.  Shareholders of each class of securitiesthese funds will be asked to which transaction applies: (2) Aggregate numberelect an additional Board member 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 calculatedtheir fund and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any partelect two Board members who have been appointed by their fund's Board and serve as current Board members of the feefund, but whose election has not been proposed to shareholders until now.  The enclosed proxy statement describes the nominees' qualifications and each of their respective current roles overseeing funds in the Dreyfus Family of Funds.  Please take the time to read the enclosed materials.
Because the proposal to elect Board members is offset as providedcommon to these funds, we have combined the proxy statement.  If you own shares of more than one of these Dreyfus funds, the combined proxy statement may save you the time of reading more than one document before you vote.  If you own shares of more than one of these funds on the record date for the meeting, please note that each fund has a separate proxy card.  You should vote one 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 Internet or by Exchange Act Rule 0-11(a)(2)telephone using the number that appears on your proxy card(s).  If you later decide to attend the meeting, you may revoke your proxy and identifyvote your shares in person at the filingmeeting.  Whichever voting method you choose, please take the time to read the full text of the proxy statement before you vote.
Your vote is very important to us.  If you have any questions before you vote, please call one of the Dreyfus service representatives at 1-800-645-6561.  Thank you for whichyour response and for your continued investment with the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the dateDreyfus Family of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: PRELIMINARY COPY DREYFUS PREMIER INTERNATIONAL GROWTH FUND ---------------------------------------------- Funds.
Sincerely,


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

To the Shareholders:
A Special Joint Meeting of Stockholders ---------------------------------------------- ToShareholders of each of the Stockholders: A Special Meeting of Stockholders of Dreyfus Premier International Growth Fund (theFunds listed above (each, a "Fund" and collectively, the "Funds"), a series of Dreyfus Premier International Funds, Inc., will be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th8th Floor, West, New York, New York 10166, on August 16, 2001Tuesday, May 31, 2011 at 3:00 p.m.10:30 a.m., for the following purposes:
1.           To approve a new Sub-Investment Advisory Agreement between The Dreyfus Corporationelect Board members to hold office until their successors are duly elected and Newton Capital Management Limited. qualified.
2.           To transact such other business as may properly come before the meeting, or any adjournment or adjournments thereof. Stockholders
Shareholders of record at the close of business on June 1, 2001March 17, 2011 will be entitled to receive notice of and to vote at the meeting. By Order of the Board Michael A. Rosenberg Secretary
By Order of the Boards,
Michael A. Rosenberg
Secretary


New York, New York June 8, 2001 - ------------------------------------------------------------------------------
March 28, 2011
______________________
*Dreyfus Premier Investment Funds, Inc. is a "series" investment company comprised of separate portfolios.  For a list of the Fund's series, see Schedule 1 to the proxy statement.  Shareholders of each series of the Fund will vote as a single class on the proposal to elect Board members for the Fund.

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.


Dreyfus BASIC U.S. Mortgage Securities Fund
Dreyfus New Jersey Municipal Bond Fund, Inc.
Dreyfus Premier Investment Funds, Inc.*
Dreyfus U.S. Treasury Intermediate Term Fund
Dreyfus U.S. Treasury Long Term Fund
Dreyfus 100% U.S. Treasury Money Market Fund

COMBINED PROXY VOTE IMMEDIATELY A STOCKHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY LAW, THE MEETING OF STOCKHOLDERS OF THE FUND WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS REPRESENTED. IN THAT EVENT, THE FUND 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 IMMEDIATELY. YOU AND ALL OTHER STOCKHOLDERS WILL BENEFIT FROM YOUR COOPERATION. - ------------------------------------------------------------------------------ PRELIMINARY COPY DREYFUS PREMIER INTERNATIONAL GROWTH FUND PROXY STATEMENT
Special Joint Meeting of Stockholders Shareholders
to be held on August 16, 2001 May 31, 2011
This proxy statement is furnished in connection with a solicitation of proxies by each of the Boardrespective Boards of Dreyfus BASIC U.S. Mortgage Securities Fund ("DBUSMSF"), Dreyfus New Jersey Municipal Bond Fund, Inc. ("DNJMBF"), Dreyfus Premier InternationalInvestment Funds, Inc. (the "Company"("DPIF"), on behalf of its series, Dreyfus Premier International GrowthU.S. Treasury Intermediate Term Fund (the("DUSTITF"), Dreyfus U.S. Treasury Long Term Fund ("DUSTLTF") and Dreyfus 100% U.S. Treasury Money Market Fund ("DUSTMMF") (each, a "Fund" and, collectively, the "Funds"), to be used at the Special Joint Meeting of StockholdersShareholders (the "Meeting") of theeach Fund to be held on August 16, 2001 2001Tuesday, May 31, 2011 at 3:00 p.m.10:30 a.m., at the offices of The Dreyfus Corporation ("Dreyfus"), 200 Park Avenue, 7th8th Floor, West, New York, New York 10166, for the purposes set forth in the accompanying Notice of Special Joint Meeting of Stockholders. StockholdersShareholders.  Shareholders of record at the close of business on June 1, 2001March 17, 2011 are entitled to receive notice of and to vote at the meeting. StockholdersMeeting.  Shareholders are entitled to one vote for each Fund share held and fractional votes for each fractional Fund share held.  Shareholders can vote only on matters affecting the Fund(s) of which they are shareholders.  Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon.  If theany enclosed form of proxy is executed and returned, it nevertheless may be revoked by a later-datedanother 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 name.shareholder's name and account number.  To be effective, such revocation must be received prior tobefore the meeting.Meeting.  In addition, any stockholdershareholder who attends the meetingMeeting in person may vote by ballot at the meeting,Meeting, thereby canceling any proxy previously given. As
Shareholders of May 9, 2001, approximately 6,145,647 shareseach Fund will vote as a single class (which includes all series of a Fund) and will vote separately from the Fund's common stock were issued and outstanding.shareholders of each other Fund on the election of Board members.  It is estimatedessential that shareholders who own shares in more than one Fund complete, date, sign and return eachproxy materials will be mailedcard they receive.
Information as to stockholdersthe number of recordshares outstanding and share ownership for each Fund is set forth on or about June 8, 2001. Schedule 1 to this proxy statement.
______________________
*Dreyfus Premier Investment Funds, Inc. is a "series" investment company comprised of separate portfolios.  For a list of the Fund's series, see Schedule 1 to the proxy statement.  Shareholders of each series of the Fund will vote as a single class on the proposal to elect Board members for the Fund.
The Fund's principal executive offices of each Fund are located at 200 Park Avenue, New York, New York 10166.  COPIES OF THE FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE AVAILABLE UPON REQUEST, WITHOUT CHARGE, BY WRITING TO THE FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-0144, OR BY CALLING TOLL-FREE 1-800-645-6561. PROPOSAL 1: SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN THE DREYFUS CORPORATION AND NEWTON CAPITAL MANAGEMENT LIMITED INTRODUCTION The Dreyfus Corporation ("Dreyfus") currently serves as theCopies of each Fund's investment adviser pursuantmost recent Annual and Semi-Annual Reports are available upon request, without charge, by writing to a Management Agreement, dated August 24, 1994, as amended January 12, 1998 (the "Management Agreement"), with the Company pursuant to which Dreyfus provides the day-to-day management of the Fund's portfolio. The Management Agreement was last approved by stockholders of the Fund on August 24, 1994, and most recently renewedat 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or by the Board on July 26, 2000. Under the Management Agreement, the Fund pays Dreyfus an advisory fee at an annual rate of 0.75% of the value of the Fund's average daily net assets. calling toll-free 1-800-645-6561.
IMPORTANT NOTICE REGARDING INTERNET
AVAILABILITY OF PROXY MATERIALS
THIS PROXY STATEMENT AND COPIES OF EACH FUND'S MOST RECENT
ANNUAL REPORT TO SHAREHOLDERS ARE AVAILABLE AT
HTTP://WWW.DREYFUS.COM/PROXYINFO.HTM.

PROPOSAL:  ELECTION OF BOARD MEMBERS
It is proposed that Dreyfus enter into a Sub-Investment Advisory Agreementshareholders of each Fund consider the election of Joseph S. DiMartino, Philip L. Toia and Robin A. Melvin as additional Board members of their Fund.  Ms. Melvin and Messrs. DiMartino and Toia (the "Sub-Advisory Agreement""Nominees") with its affiliate, Newton Capital Management Limited ("Newton"), pursuant to which Newton would serve as the Fund's sub-investment adviserwere selected and provide day-to-day managementnominated by those members of the Fund's portfolio under the supervision of Dreyfus. Under the proposed arrangement, Dreyfus would pay Newton, outpresent Boards of the fee Dreyfus receives from the Fund, an annual sub-advisory fee of 0.35% of assets up to $100 million, 0.30% of assets of $100 million to $1 billion, 0.26% of assets from $1 billion to $1.5 billion and 0.20% on assets over $1.5 billion, in each case based on the Fund's average daily net assets. Newton currently serves as sub-investment adviser to two other series of the Company. If approved by stockholders, the proposed arrangement will not increase the annual rate of advisory fees paid by the Fund. At a meeting held on April 10, 2001, the Company's Board, including a majority of the Board membersFunds who are not "interested persons" (asof the Funds ("Independent Board members"), as defined in the Investment Company Act of 1940, as amended (the "1940 Act")).  Messrs. DiMartino and Toia currently serve as Board members of all of the Company, (i) approvedFunds, as well as other funds in the entryDreyfus Family of Funds; they were elected by Dreyfus into the Sub-Advisory Agreement with Newton, and (ii) directed that the Sub-Advisory Agreement be submitted to Fund stockholders at this meeting. DESCRIPTION OF THE MANAGEMENT AGREEMENT Under the termsBoard members of the Management Agreement, Dreyfus provides investment managementFunds, but their election has not been proposed to shareholders of the Fund's portfolio in accordance with its investment objectives and policies, subject to the authorityFunds, until now.  Mr. DiMartino currently serves as Chairman of the Company's Board under Maryland law. In connection therewith, Dreyfus obtainsof each Fund and provides investment research and supervises the Fund's investments and conducts (or, if the Sub-Advisory Agreement is approved, will supervise) a continuous program of investment, evaluation and, if appropriate, sale and reinvestment, of the Fund's assets. In addition,other funds in the Dreyfus supplies office facilities (which may beFamily of Funds.  Ms. Melvin currently serves as a Board member of other funds in its own offices), data processing services, clerical, accountingthe Dreyfus Family of Funds.  Each Nominee has consented to being named in this proxy statement and bookkeeping services, internal auditing and legal services, internal executive and administrative services, and stationery and office supplies; prepares reportshas agreed to stockholders, tax returns, reports to and filings with the Securities and Exchange Commission (the "SEC") and state Blue Sky authorities; calculates the net asset valueserve as a Board member of the Funds if elected.  Biographical information about each Nominee is set forth below.  Biographical information about each Fund's shares; and generally assists in all aspects of the Fund's operations. During the fiscal year ended October 31, 2000, the Fund paid $766,552 in advisory fees to Dreyfus. Dreyfus bears all expenses in connection with the performance of its services under the Management Agreement and will pay the sub-investment advisory fee to Newton if the Sub-Advisory Agreement is approved. All other expenses incurred in the operation of the Company (other than those to be borne by Newton) are borne by the Company, except to the extent specifically assumed by Dreyfus. The expenses borne by the Company include, without limitation: taxes, interest, loan commitment fees, interest and distributions paid on securities sold short, brokerage fees and commissions, if any, fees ofcurrent Board members who are not officers, directors, employees or holdersNominees, information on each Nominee's and current Board member's ownership of 5% or moreshares of the outstanding voting securitiesFunds, and other relevant information is set forth on Exhibit A to this proxy statement.
The persons named as proxies on the enclosed proxy card(s) will vote for the election of Dreyfusthe Nominees unless authority to vote for any or Newtonall of the Nominees is withheld in the proxy.  Each Nominee elected will serve as an Independent Board member of the relevant Fund and until his or her successor is duly elected and qualified.  It is not contemplated that any Nominee will be unable to serve as a Board member for any reason, but if that should occur prior to the Meeting, the proxy holders will vote for such other nominee or nominees as the Funds' Independent Board members may recommend.  Independent board members of investment companies play a critical role in overseeing fund operations and policing potential conflicts of interest between the fund and its investment adviser and other service providers.
The following tables present information about the Nominees, including their affiliates, SEC fees, 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 maintainingprincipal occupations, other board memberships for the Company'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 purposespast five years and, for distributionMessrs. DiMartino and Toia, when they first became a Board member of a Fund.  The address of each Nominee is c/o The Dreyfus Corporation, 200 Park Avenue, 8th Floor, New York, New York 10166.
Name of Nominee (Age)
Position with Funds (Since)
Principal Occupation
During Past 5 Years
Other Public Company Board Memberships During Past 5 Years
Joseph S. DiMartino (67)
Chairman of the Board
and Nominee
DBUSMSF (1995)
DNJMBF (1995)
DPIF (1995)
DUSTITF (1995)
DUSTLTF (1995)
DUSTMMF (1995)
Corporate Director and Trustee
Board member of 76 funds (175 portfolios) in The Dreyfus Family of Funds
CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997 - present)
The Newark Group, a provider of a national market of paper recovery facilities, paperboard mills and paperboard converting plants, Director (2000 - 2010)
Sunair Services Corporation, a provider of certain outdoor-related services to homes and businesses Director (2005 - 2009)
Philip L. Toia (77)
Board Member and Nominee
DBUSMSF (1997)
DNJMBF (1997)
DPIF (1997)
DUSTITF (1997)
DUSTLTF (1997)
DUSTMMF (1997)
Private Investor
Board member of 14 funds (26 portfolios) in The Dreyfus Family of Funds
Robin A. Melvin (46)
Nominee
Director, Boisi Family Foundation, a private family foundation that supports youth-serving organizations that promote the self sufficiency of youth from disadvantaged circumstances (1995 – present)
Senior Vice President, Mentor, a national non-profit youth mentoring organization (1992 – 2005)
Board member of 24 funds (41 portfolios) in The Dreyfus Family of Funds
Each Fund typically pays its Board members its allocated portion of an annual retainer and a fee per meeting attended for the Funds and reimburses them for their expenses.  Each Fund also pays its Emeritus Board members its allocated portion of an annual retainer and a fee per meeting attended for the Funds.  For information on the amount of compensation paid to existing stockholders, costseach current Board member by a Fund for the Fund's last fiscal year, and paid by all funds in the Dreyfus Family of stockholders' reports and meetings, and any extraordinary expenses. Expenses attributableFunds for which such person was a Board member for the year ended December 31, 2010, see Exhibit A to a particular seriesthis proxy statement.
The current Board members of each Fund are responsible for overseeing management of the Company,Funds.  For more information on the Board's oversight role as well as its composition and leadership structure, see Exhibit A to this proxy statement.
Each Fund has a standing audit, nominating and compensation committee, each of which is comprised of the Fund's Independent Board members.  For information on the number of committee meetings held during each Fund's last fiscal year, see Exhibit A to this proxy statement.
The function of each Fund's audit committee is to (i) oversee the Fund's accounting and financial reporting processes and the audits of the Fund's financial statements and (ii) assist in the Board's oversight of the integrity of the Fund's financial statements, the Fund's compliance with legal and regulatory requirements and the independent registered public accounting firm's qualifications, independence and performance.  A copy of the form of the Funds' audit committee charter is not available on the Funds' or Dreyfus' website, but is set forth in Exhibit B to this proxy statement.
Each Fund's nominating committee is responsible for selecting and nominating persons as members of the Board for election or appointment by the Board and for election by shareholders.  In evaluating potential nominees, including any nominees recommended by shareholders, the committee takes into consideration various factors listed in the nominating committee charter, including character and integrity, business and professional experience.  The nominating committee will consider recommendations for nominees from shareholders submitted to the Secretary of the Fund, are charged againstc/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 8th Floor East, New York, New York 10166, which includes information regarding the assets of that series; other expensesrecommended nominee as specified in the nominating committee charter.  A copy of the Company's series are allocated amongform of the seriesFunds' nominating committee charter is not available on the basis determined byFunds' or Dreyfus' website, but is set forth in Exhibit C to this proxy statement.
The function of the Company'scompensation committee is to establish the appropriate compensation for serving on the Board.  Each Fund also has a standing pricing/evaluation committee comprised of any one Board including, but not limitedmember.  The function of the pricing/evaluation committee is to proportionatelyassist in relation tovaluing the net assetsFund's investments.
Required Vote
For each Fund, the election of each series. The Management Agreement provides that neither Dreyfus nor, if approved by stockholders, Newton shall be liable for any error of judgment or mistake of law or for any loss suffered bya Nominee requires the Fund, except for any liability by reason of willful misfeasance, bad faith or gross negligence in the performance of their duties or reckless disregard in the performance of their obligations and duties under the Management Agreement or the Sub-Advisory Agreement, as applicable. The Management Agreement may be terminated as to the Fund without penalty, on 60 days' notice, by the Company's Board or byaffirmative vote of a plurality of votes cast at the holdersMeeting for the election of Board members of the Fund.

ADDITIONAL INFORMATION
Selection of Independent Registered Public Accounting Firm
The 1940 Act requires that each Fund's independent registered public accounting firm be selected by a majority of the Fund's shares, or, upon not less than 90 days' notice, by Dreyfus. The Management Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act). DESCRIPTION OF THE SUB-ADVISORY AGREEMENT Under the termsIndependent Board members of the proposed Sub-Advisory Agreement, Newton, subjectFund.  One of the purposes of each Fund's audit committee is to recommend to the supervision and approval of Dreyfus, would provide investment managementFund's Board the selection, retention or termination of the independent registered public accounting firm for the Fund.  Each Fund's portfolio, as well as statistical information with respect to the investments which the Fund may hold or contemplate purchasing. In connection therewith, Newton will supervise theaudit committee recommended, and each Fund's investments and conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund's assets. Under the proposed Sub-Advisory Agreement, Dreyfus (and not the Fund) is responsible for paying the sub-advisory fee to Newton. Newton will bear all expenses in connection with the performance of its services under the Sub-Advisory Agreement. All other expenses incurred in the operation of the Company (other than those borne by Dreyfus) will be borne by the Company, except to the extent specifically assumed by Newton. The expenses borne by the Company are listed above under "Description of the Management Agreement." The Sub-Advisory Agreement would provide that Newton shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or Dreyfus in the matters to which the Sub-Advisory Agreement relates, except for a loss resulting from Newton's willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard in the performance of its obligations and duties under the Sub-Advisory Agreement. The Sub-Advisory Agreement may be terminated without penalty, (1) on 60 days' notice, by Dreyfus, the Company's Board, or by vote of the holders ofincluding a majority of its Independent Board members, approved, the selection of Ernst & Young LLP ("Ernst & Young"), as the independent registered public accounting firm for the Fund's shares, or, (2) upon not less than 90 days' noticecurrent fiscal year.  Representatives of Ernst & Young are expected to be present at the Meeting and will have an opportunity to make a statement (if the representatives so desire) and to respond to appropriate questions.  After reviewing the relevant Fund's audited financial statements for the Fund's most recently completed fiscal year, each Fund's audit committee recommended to the Company and Dreyfus, by Newton. The Sub-Advisory Agreement will terminate automaticallyFund's Board that such statements be included in the event of its assignment (as defined inFund's Annual Report to Shareholders.
Information regarding the 1940 Act) or upon termination ofaudit and related fees that Ernst & Young charged the Management Agreement. A copy of the Sub-Advisory Agreement in the form being presented for approval, and as approved by the Board,Funds is set forth asin Exhibit A to this Proxy Statement. INFORMATION PERTAINING TO DREYFUSproxy statement.
Investment Adviser, Distributor and Transfer Agent
The investment adviser for each Fund is Dreyfus, located at 200 Park Avenue, New York, New York 10166, is a wholly owned subsidiary of Mellon Bank, N.A. ("Mellon Bank"), which is a wholly owned subsidiary of Mellon Financial Corporation ("Mellon").10166.  Founded in 1947, Dreyfus manages more than $157approximately $298 billion in over 190194 mutual fund portfolios. The name of each registered investment company for which Dreyfus acts as investment adviser that has a similar investment objective as the Fund and invests primarily in the securities of foreign issuers, the amount of its net assets and the annual rate of Dreyfus' compensation for services to each such company is set forth on Exhibit B to this Proxy Statement.  Dreyfus is the primary mutual fund business of The Bank of New York Mellon which isCorporation ("BNY Mellon"), a global financial services company with approximately $2.8focused on helping clients move and manage their financial assets, operating in 36 countries and serving more than 100 markets.  BNY Mellon is a leading provider of financial services for institutions, corporations and high-net-worth individuals, providing asset and wealth management, asset servicing, issuer services, and treasury services through a worldwide client-focused team.  BNY Mellon has more than $24.4 trillion ofin assets under custody and administration and $1.14 trillion in assets under management, administration or custody, including approximately $530 billion under management. Mellon provides wealth management, global investmentand it services and a comprehensive array of banking services for individuals, businesses and institutions. Mellon is a global multibank financial holding company incorporated under Pennsylvania law in 1971 and registered under the Federal Bank Holding Company Act of 1956, as amended. Mellon is a publicly held company and is among the twenty largest bank holding companies in the United States based on total assets. Mellon Bank and Mellon are located at One Mellon Bank Center, Pittsburgh, Pennsylvania 15258. Stephen E. Canter is the Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer and Chief Investment Officer of Dreyfus. The following persons also are directors of Dreyfus: Thomas F. Eggers, Vice Chairman-Institutional; J. David Officer, Vice Chairman; Mandell L. Berman, real estate consultant, director and residential builder and investor, 29100 Northwestern Highway, Suite 370, Southfield, MI 48034; Steven G. Elliott, Senior Vice Chairman, Chief Financial Officer and director, Mellon Financial Corporation, One Mellon Bank Center, Pittsburgh, PA 15258; Martin G. McGuinn, Chairman, Chief Executive Officer and director, Mellon Financial Corporation, One Mellon Bank Center, Pittsburgh, PA 15258; Richard W. Sabo, President, Chief Executive Officer and director, Founders Asset Management, LLC, 2930 East Third Avenue, Denver, CO 80206; and Richard F. Syron, President, Thermo Electron, 81 Wyman Street, Waltham, MA 02454-9046. The address of persons for which an address is not listed is 200 Park Avenue, New York, New York 10166. INFORMATION PERTAINING TO NEWTON Newton is an affiliate of Dreyfus and is located at 71 Queen Victoria Street, London, EC4V 4DR, England. Newton was formed in 1977 and, as of September 30, 2000, together with its parent and its parent's subsidiaries, managed approximately $30 billion in discretionary separate accounts and other investment accounts. Newton is an indirect wholly owned subsidiary of Mellon. The name of each registered investment company for which Newton acts as investment adviser or sub-investment adviser that has a similar investment objective as the Fund and invests primarily in the securities of foreign issuers, the amount of its net assets and the annual rate of Newton's compensation for services to each such company is set forth on Exhibit B to this Proxy Statement. Colin R. Harris is Chief Executive Officer and a director of Newton. The other director of Newton is Guy Hudson. The address of each such person is 71 Queen Victoria Street, London, EC4V 4DR, England. BOARD CONSIDERATIONS In reaching its decision to approve unanimously the Sub-Advisory Agreement and to submit it to stockholders for their approval, the Board considered the following: (1) the nature, quality and scope of the services to be provided to the Fund by Dreyfus and Newton, and the representation that there would be no diminution in the scope and quality of the advisory and other services currently provided to the Fund; (2) Newton's specialized investment management expertise in non-U.S. securities; (3) Newton's investment approach; (4) Newton's personnel, resources and experience; (5) the Board's experience with Newton as sub-adviser to other series of the Company; (6) that Newton and Dreyfus are under common control by Mellon; and (7) that the approval of the Sub-Investment Advisory Agreement will not result in any increase in advisory fees to be paid by the Fund, as Newton will be paid by Dreyfus out of its fees received from the Fund. VOTE REQUIRED AND BOARD MEMBERS' RECOMMENDATION Approval of the proposal requires the affirmative vote of (a) 67% of the Fund's voting securities present at the meeting, if the holders of more than 50% of the Fund's$12.0 trillion in outstanding voting securities are present or represented by proxy, or (b) more than 50% of the Fund's outstanding voting securities, whicheverdebt.  Additional information is less. THE COMPANY'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT BETWEEN DREYFUS AND NEWTON ADDITIONAL INFORMATION Dreyfus Serviceavailable at www.bnymellon.com.
MBSC Securities Corporation (the "Distributor"), a wholly ownedwholly-owned subsidiary of Dreyfus locatedwith principal offices at 200 Park Avenue, New York, New York 10166, serves as theeach Fund's distributor. For the fiscal year ended October 31, 2000, the Fund paid the Distributor and Premier Mutual Fund Services, Inc., as the Fund's distributor through March 21, 2000, in the aggregate $82,171, pursuant to the Fund's Rule 12b-1 plan, for distributing Fund shares and advertising and marketing related to the Fund, and $171,118, pursuant to the Fund's Shareholder Services Plan, for shareholder account service and maintenance.
Dreyfus Transfer, Inc. (the "Transfer Agent"), a wholly ownedwholly-owned subsidiary of Dreyfus is thewith principal offices at 200 Park Avenue, New York, New York 10166, serves as each Fund's transfer and dividend disbursing agent. For
Voting Information
Each Fund will bear its pro rata share of the fiscal year ended October 31, 2000,cost of soliciting proxies based on the net assets of the Fund.  In addition to the use of the mails, proxies may be solicited personally or by telephone, and Dreyfus may pay persons holding Fund shares in their names or those of their nominees for their expenses in sending soliciting materials to their principals.  The Funds may retain proxy solicitors to assist in the solicitation of proxies primarily by contacting shareholders by telephone, which is expected to cost approximately $17,000, plus any out of pocket expenses, such cost to be borne pro rata among the Funds based on their net assets.
Authorizations to execute proxies may be obtained by telephonic or electronically transmitted instructions in accordance with procedures designed to authenticate the shareholder's identity.  In all cases where a telephonic proxy is solicited (as opposed to where the shareholder calls the toll-free number directly to vote), the shareholder will be asked to provide or confirm certain identifiable information and to confirm that the shareholder has received the Fund's proxy statement and proxy card in the mail.  Within 72 hours of receiving a shareholder's telephonic or electronically transmitted voting instructions, a confirmation will be sent to the shareholder to ensure that the vote has been taken in accordance with the shareholder's instructions and to provide a telephone number to call immediately if the shareholder's instructions are not correctly reflected in the confirmation.  Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon, and if no voting instructions are given, shares will be voted "FOR" the proposal.  Any shareholder giving a proxy may revoke it at any time before it is exercised by submitting to the Fund paida written notice of revocation or a subsequently executed proxy, by calling the Transfer Agent $66,535. Information about Fund shares ownedtoll-free telephone number or through the Internet, or by directorsattending the Meeting and officers of the Fund and certain other information is set forth on Exhibit C. OTHER MATTERS voting in person.
If a proxy is properly executed properly and returned accompanied by instructions to withhold authority to vote, represents a broker "non-vote" (that is, a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote Fund shares on a particular matter with respect to which the broker or nominee does not have a discretionary power) or is marked with an abstention (collectively, "abstentions"), the Fund shares represented thereby will be considered to be present at the meetingMeeting for purposes of determining the existence of a quorum for the transaction of business.  Abstentions will not constitute a vote "for" or "against" a matter andin favor of the proposal.
With respect to Dreyfus-sponsored individual retirement accounts ("IRAs"), the Individual Retirement Custodial Account Agreement governing the IRAs requires The Bank of New York Mellon ("BNYM"), as the custodian of the IRAs, to vote Fund shares held in such IRAs in accordance with the IRA shareholder's instructions.  However, if no voting instructions are received, BNYM may vote Fund shares held in the IRA in the same proportions as the Fund shares for which voting instructions are received from other Dreyfus IRA shareholders.  Therefore, if an IRA shareholder does not provide voting instructions prior to the Meeting, BNYM will be disregardedvote the IRA shares in determining the "votes cast" on an issue. Insame proportions as it votes the event thatshares for which properly conveyed instructions are timely received from other Dreyfus IRA shareholders.
If a quorum is not present at the meeting, or ifMeeting for a quorum is present but sufficient votes to approve the proposals are not received,Fund, the persons named as proxies may propose one or more adjournments of the meetingMeeting with respect to that Fund to permit further solicitation of proxies. In determining whether to adjourn the meeting, the following factors may be considered: the nature of the proposals, 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 stockholders with respect to the reasons for the solicitation.  Any adjournment will require the affirmative vote of a majority of those shares affected by the adjournment that are represented at the meetingMeeting in person or by proxy.  If a quorum is present, the persons named as proxies will vote those proxies which they are entitledWith respect to vote "for" the proposals in favor of such adjournment,DNJMBF and will vote those proxies required to be voted "against" the proposals against any adjournment. A quorum is constituted by the presence in person or by proxyDPIF, 33-1/3% of the holders of at least one-third of the Fund's outstanding shares entitled to vote constitute a quorum for the transaction of business at the meeting. The Company'sMeeting.  With respect to each of DBUSMSF, DUSTITF, DUSTLTF and DUSTMMF, 30% of the Fund's shares entitled to vote constitute a quorum for the transaction of business at the Meeting.
OTHER MATTERS
No Fund's Board is not aware of any other mattermatters which may come before the meeting.Meeting.  However, should any such mattermatters properly come before the meeting,Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxy in accordance with their judgment on such matter. In addition to the use of the mails, proxies may be solicited personally, by telephone or facsimile, and the Fund may pay persons holding Fund shares in their names or those of their nominees for their expenses in sending soliciting materials to their principals. matters.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
Please advise the appropriate Fund, in care of Dreyfus Transfer, Inc., P.O. Box 9671, Providence, Rhode Island 02940-9671,9263, Boston, Massachusetts 02205-8501, whether other persons are the beneficial owners of Fund shares for which proxies are being solicited from you, and, if so, the number of copies of thethis proxy statement and other soliciting material you wish to receive in order to supply copies to the beneficial owners of Fund shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.  THEREFORE, STOCKHOLDERSSHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THEEACH PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated:  June 8, 2001 EXHIBIT A SUB-INVESTMENT ADVISORY AGREEMENT THE DREYFUS CORPORATION 200 Park Avenue New York, New York 10166 October 20, 1998 Newton Capital Management Limited 71 Queen Victoria Street London, ECV 4DR England Dear Sirs: As youMarch 28, 2011
SCHEDULE 1
Part I
SERIES INVESTMENT COMPANIES
The following is a list of those Funds that are aware, series funds and identifies each such Fund's series.

Dreyfus Premier InternationalInvestment Funds, Inc. (the "Fund"), currently consisting of five series, desires to employ the capital of its series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a "Series"), by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the Fund's 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
  -- Dreyfus Diversified Global Fund intends to employ The("DDGF")
  -- Dreyfus Corporation (the "Adviser"Diversified International Fund ("DDIF") to act as its investment adviser pursuant to a written agreement (the "Management Agreement"
  -- Dreyfus Diversified Large Cap Fund ("DDLCF"), a copy of which has been furnished to you. The Adviser desires to employ you to act as
  -- Dreyfus Emerging Asia Fund ("DEAF")
  -- Dreyfus Global Real Estate Securities Fund ("DGRESF")
  -- Dreyfus Greater China Fund ("DGCF")
  -- Dreyfus Large Cap Equity Fund ("DLCEF")
  -- Dreyfus Large Cap Growth Fund ("DLCGF")
  -- Dreyfus Large Cap Value Fund ("DLCVF")
  -- Dreyfus Satellite Alpha Fund ("DSAF")

SCHEDULE 1
Part 2
PERTAINING TO SHARE OWNERSHIP
Set forth below for each Series' sub-investment adviser. In connection with your servingFund is information as sub-investment adviser to the Series, 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 you in the performancenumber of this Agreement. Such person or persons may be officers or employees who are employed by both you and the Fund. The compensation of such person or persons 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 of the Adviser, you will provide investment management of each Series' portfolio in accordance with the Series' investment objectives and policies as stated in the Fund's Prospectus and Statement of Additional Information as from time to time in effect. In connection therewith, you will supervise each Series' investments and conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of such Series' assets. You will furnish to the Adviser or the Fund such statistical information, with respect to the investments which a Series may hold or contemplate purchasing, as the Adviser or the Fund may reasonably request. The Fund and the Adviser wish to be informed of important developments materially affecting any Series' portfolio and shall expect you, on your own initiative, to furnish to the Fund or the Adviser from time to time such information as you may believe appropriate for this purpose. You shall exercise your best judgment in rendering the services to be provided hereunder, and the Adviser 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 one or more Series or the Adviser, provided that nothing herein shall be deemed to protect or purport to protect you against any liability to the Adviser, the Fund or a Series' 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 Adviser will pay you, on the first business day of each month, out of the management fee it receives and only to the extent thereof, a fee at the rate set forth opposite each Series' name on Schedule 1 hereto. 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. The fee for the period from the date following the commencement of sales of a Series' shares (after any sales are made to the Fund's sponsor) to the end of the month during which such sales shall have been commenced or, if a Series is added to this Agreement subsequent to the commencement of sales of such Series shares, for the period from the effective date of this Agreement with respect to such Series to the end of the month in which this Agreement became effective with respect to such Series, shall be pro-rated according to the proportion which such period bears to the full monthly period, and upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be pro-rated according to the proportion which such period bears to the full monthly period and shall be payable within 10 business days of the date of termination of this Agreement. For the purpose of determining fees payable to you, the value of each Series' net assets shall be computed in the manner specified in the Fund's charter documents for the computation of the value of a Series' 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 Series (other than those borne by the Adviser) 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 officers, directors, employees or holders of 5% or more of the outstanding voting securities of you or the Adviser or any affiliate of you or the Adviser, 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. The Adviser understands that you now act, and that from time to time hereafter you may act, as investment adviser to one or more investment companies and fiduciary or other managed accounts, and the Adviser has no objection to your so acting, provided that when 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 one or more Series or the size of the position obtainable for or disposed of by one or more Series. 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 services 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 a Series or the Adviser 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 Fundoutstanding and not as your officer, director, partner, employee, or agent or one under your control or direction even though paid by you. As to each Series, this Agreement shall continue until the date set forth opposite such Series' name on Schedule 1 hereto (the "Reapproval Date"), and thereafter shall continue automatically for successive annual periods ending on the day of each year set forth opposite the Series' name on Schedule 1 hereto (the "Reapproval Day"), 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, as amended) of such Series' outstanding voting securities, provided that in either event its continuance also is approved by a majority of the Fund's Board members who are not "interested persons" (as defined in said Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. As to each Series, this Agreement is terminable without penalty (i) by the Adviser upon 60 days' notice to you, (ii) by the Fund's Board or by vote of the holders of a majority of such Series' shares upon 60 days' notice to you, or (iii) by you upon not less than 90 days' notice to the Fund and the Adviser. This Agreement also will terminate automatically, as to the relevant Series, in the event of its assignment (as defined in said Act). In addition, notwithstanding anything herein to the contrary, if the Management Agreement terminates for any reason, this Agreement shall terminate effective upon the date the Management Agreement terminates. 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, THE DREYFUS CORPORATION By: --------------------------- Accepted: NEWTON CAPITAL MANAGEMENT LIMITED By: ----------------------------------- SCHEDULE 1 ANNUAL FEE AS A PERCENTAGE OF AVERAGE NAME OF SERIES DAILY NET ASSETS REAPPROVAL DATE REAPPROVAL DAY - -------------- ---------------- --------------- -------------- Dreyfus Premier European Equity Fund * September 11, 2001 September 11th Dreyfus Premier International Growth Fund * September 11, 2002 September 11th Dreyfus Premier Japan Fund * September 11, 2001 September 11th - ------------------------- * A fee calculated daily and paid monthly based on the Series' average daily net assets, for the preceding month as follows: ANNUAL FEE AS A PERCENTAGE AVERAGE DAILY NET ASSETS OF AVERAGE DAILY NET ASSETS 0 to $100 million .35 of 1% $100 million to $1 billion .30 of 1% $1 billion to $1.5 billion .26 of 1% $1.5 billion or more .20 of 1% Revised: _________, 2001 EXHIBIT B Listed below, as of April 6, 2001, is each registered investment company for which Dreyfus or Newton acts as investment adviser or sub-investment adviser that has a similar investment objective as the Fund and invests primarily in the securities of foreign issuers, the amount of each such company's net assets and the annual rate of fees payable to Dreyfus or Newton for such services by each company. Dreyfus
Investment Advisory Fee as a Approximate Net Percentage of Average Daily Name of the Fund Assets Net Assets - ---------------- --------------- ----------------------------- Dreyfus Emerging Markets Fund 222,018,664 1.25% Dreyfus International Growth Fund 35,840,583 0.75% Dreyfus Premier Emerging Markets Fund 2,927,171 1.25% Dreyfus Variable Investment Fund : 51,790,042 0.75% International Equity Portfolio Dreyfus Variable Investment Fund : 23,908,916 1.00% International Value Portfolio Dreyfus Premier Worldwide Growth Fund, Inc. 1,454,779,394 0.75% Dreyfus Premier International Value Fund 6,973,997 1.00% Dreyfus Global Growth Fund 47,072,376 0.75% Dreyfus Premier European Equity Fund 5,449,046 0.90% Dreyfus Premier Greater China Fund 5,444,190 1.25% Dreyfus Premier Japan Fund 1,850,208 1.00% Dreyfus Investment Portfolios: 2,395,115 1.25% Emerging Markets Portfolio Dreyfus Investment Portfolios: 31,121,290 1.00% European Equity Portfolio Dreyfus Investment Portfolios: 10,980,809 1.00% Founders International Equity Portfolio Dreyfus Investment Portfolios: 21,823,205 1.00% Founders Passport Portfolio Dreyfus Investment Portfolios: 2,189,727 1.00% Japan Portfolio Dreyfus International Value Fund 88,576,727 1.00% MPAM Emerging Markets Fund 36,475,821 1.15% MPAM International Fund 356,095,865 0.85%
Newton
Investment Advisory Fee as a Approximate Net Percentage of Average Daily Name of the Fund Assets Net Assets - ----------------- ----------------------- --------------------------------- Dreyfus Investment Portfolios: 31,121,290 $0 to $100 million - .35% European Equity Portfolio $100 million to $1 billion - .30% $1 billion to $1.5 billion - .26% $1.5 billion and more - .20% (All fees paid by Dreyfus) Dreyfus Investment Portfolios: 2,189,727 $0 to $100 million - .35% Japan Portfolio $100 million to $1 billion - .30% $1 billion to $1.5 billion - .26% $1.5 billion and more - .20% (All fees paid by Dreyfus) Dreyfus Premier European Equity Fund 5,449,046 $0 to $100 million - .35% $100 million to $1 billion - .30% $1 billion to $1.5 billion - .26% $1.5 billion and more - .20% (All fees paid by Dreyfus) Dreyfus Premier Japan Fund 1,850,208 $0 to $100 million - .35% $100 million to $1 billion - .30% $1 billion to $1.5 billion - .26% $1.5 billion and more - .20% (All fees paid by Dreyfus) Dean International Value Fund 16,000,000 0.50% (as of 4/30/01)
EXHIBIT C This Exhibit sets forth certain information regarding ownership of Fund shares as of May 9, 2001. As of May 9, 2001, none of the Fund's directors and officers owned Fund shares. As of May 9, 2001, the following stockholders werethose shareholders known by the Fund, if any, to own of record and beneficially 5% or more of the Fund's outstanding voting securities. Undersecurities (including series thereof) as of February 28, 2011.
         Name of Fund and
Number of Shares Outstanding
Name and Address of Shareholder
Amount of
Shares Held
Percentage of Shares Held
 
DBUSMSF
4,773,071.518
    
 
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
392,626.0278.23% 
     
   DNJMBF--(Class A)
34,872,545.484
N/A   
     
   DNJMBF--(Class B)
28,804.649
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
12,389.26643.01% 
     
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
8,060.88827.99% 
     
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
2,549.0598.85% 
     
 
Charles J. Maine & Elizabeth J. Maine
Monroe TWP, NJ 08831
2,091.9447.26% 
     
 
James P. Smith & Patricia A. Smith
Sussex, NJ 07461-4338
1,533.3595.32% 
     
 
Eileen Steinvurzel
Woodcliff Lake, NJ 07677-8196
1,475.7595.12% 
     
   DNJMBF--(Class C)
673,070.947
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
231,254.45634.35% 
     
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
182,315.29627.08% 
     
 
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
51,521.7357.65% 
     
 
LPL Financial
9785 Towne Centre Drive
San Diego, CA 92121-1968
40,277.1865.98% 
     
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
34,243.9465.09% 
     
   DNJMBF--(Class I )
172,308.673
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
97,592.91656.61% 
     
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
73,904.36242.87% 
     
   DNJMBF--(Class Z)
10,718,152.752
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
564,246.3005.26% 
     
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104-4151
557,990.4735.21% 
     
DPIF:
   DDGF--(Class A)
25,599.548
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
8,051.94131.45% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
2,514.0509.82% 
     
 
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
1,696.0326.63% 
     
 
The Bank of New York Mellon Cust
IRA FBO Belur K. Balaram
Westmont, IL 60559-5515
1,603.9686.27% 
     
 
Ralph E. Luca & Mary Madeline Luca
Mamaroneck, NY 10543-1235
1,456.5415.69% 
     
 
The Bank of New York Mellon Cust
Roth Combination IRA
FBO James C. Adams
Savannah, TN 38372-7067
1,390.7915.43% 
     
DPIF:
   DDGF--(Class C)
4,026.181
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
4,026.181100.00% 
     
DPIF:
   DDGF--(Class I)
4,026.040
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
4,026.040100.00% 
     
DPIF:
   DDIF--(Class A)
869,152.291
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
565,943.84265.11% 
     
 
UBS WM USA
499 Washington Blvd.
Jersey City, NJ 07310-1995
82,439.4859.48% 
     
 
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
45,175.7585.20% 
     
DPIF:
   DDIF--(Class C)
8,027.875
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
3,261.88340.63% 
     
 
Lawrence A. Froehlich &
George F. Froehlich
Froehlich Foundation
South Park, PA 15129-8893
2,081.03725.92% 
     
 
UBS WM USA
499 Washington Blvd.
Jersey City, NJ 07310-1995
910.06811.34% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
593.6287.39% 
     
DPIF:
   DDIF--(Class I)
41,362,994.760
SEI Private Trust Company
1 Freedom Valley Drive
Oaks, PA 19456-9989
41,146,203.05799.37% 
     
DPIF:
   DDLCF--(Class A)
11,802.683
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
4,172.54835.35% 
     
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
4,000.00033.89% 
     
 
Judith Henkels
Colleyville, TX 76034-2908
1,066.3279.03% 
     
 
The Bank of New York Mellon Cust
FBO Steven J. Monroe
Chicago, IL 60654-8524
715.4516.06% 
     
DPIF:
   DDLCF--(Class C)
2,438.315
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
2,000.00082.02% 
     
 
The Bank of New York Mellon Cust
FBO John Busa
Billerica, MA 01821-6136
259.10410.63% 
     
 
Nicholas Terrono
Massapequa, NY 11758-4138
179.2117.35% 
     
DPIF:
   DDLCF--(Class I)
184,825.866
SEI Private Trust Company
1 Freedom Valley Drive
Oaks, PA 19456-9989
181,827.26798.38% 
     
DPIF:
   DEAF--(Class A)
5,667,380.675
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
1,555,815.73527.38% 
     
 
Citigroup Global Markets, Inc
333 W. 34th Street
New York, NY 10001-2402
561,940.9859.89% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
530,619.3689.34% 
     
 
UBS WM USA
499 Washington Blvd.
Jersey City, NJ 07310-1995
475,152.7158.36% 
     
 
LPL Financial
San Diego, CA 92121-1968
394,163.1526.94% 
     
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
359,462.4216.33% 
     
DPIF:
   DEAF--(Class C)
2,260,535.078
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
937,275.80041.65% 
     
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
251,681.93111.18% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
198,813.2928.84% 
     
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
158,603.3247.05% 
     
 
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
142,932.7706.35% 
     
 
UBS WM USA
499 Washington Blvd.
Jersey City, NJ 07310-1995
113,362.8035.04% 
     
DPIF:
   DEAF--(Class I)
2,377,472.591
Dreyfus Diversified International Fund
200 Park Avenue
New York, NY 10166-0090
869,440.50536.54% 
     
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
529,012.50922.23% 
     
 
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
409,861.45817.23% 
     
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
193,833.9728.15% 
     
DPIF:
   DGRESF--(Class A)
230,834.789
Ira Glener Tod
Woodside, NY 11377-6817
45,485.56319.66% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
37,563.78316.24% 
     
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
29,509.9512.76% 
     
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
25,135.24210.87% 
     
 
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
16,812.6907.27% 
     
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104-4151
15,895.3156.87% 
     
DPIF:
   DGRESF--(Class C)
31,823.454
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
12,474.62039.20% 
     
 
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
6,298.36319.79% 
     
DPIF:
   DGRESF--(Class I)
22,619,965.386
SEI Private Trust Company
1 Freedom Valley Drive
Oaks, PA 19456-9989
17,227,282.45775.90% 
     
 
Mac & Co.
525 William Penn Place
P.O. Box 3198
Pittsburgh, PA 15230-3198
1,439,810.8496.34% 
     
 
BNY Capital Corporation
One Wall Street
New York, NY 10005-2500
1,149,558.1155.07% 
     
DPIF:
   DGCF--(Class A)
11,179,543.216
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
1,552,026.21913.94% 
     
 
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
1,212,479.52410.89% 
     
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104-4151
988,845.2558.88% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
911,743.88308.19% 
     
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
867,097.9177.79% 
     
 
Citigroup Global Markets, Inc
333 W. 34th Street
New York, NY 10001-2402
865,467.6627.77% 
     
 
UBS WM USA
499 Washington Blvd.
Jersey City, NJ 07310-1995
841,140.0317.55% 
     
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
638,916.1355.74% 
     
DPIF:
   DGCF--(Class B)
202,394.739
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
35,318.82017.45% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
34,274.89016.93% 
     
 
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
19,984.1469.87% 
     
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
17,838.9168.81% 
     
 
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
14,449.7837.16% 
     
 
Morgan Stanley & Co.
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
14,295.4447.06% 
     
DPIF:
   DGCF--(Class C)
5,953,394.832
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
2,009,548.61233.77% 
     
 
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
652,158.48710.96% 
     
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
574,617.8979.66% 
     
 
Citigroup Global Markets, Inc
333 W. 34th Street
New York, NY 10001-2402
556,656.9929.36% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
340,575.7545.72% 
     
DPIF:
   DGCF--(Class I)
3,319,269.752
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
1,484,859.50744.74% 
     
 
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
663,600.92819.99% 
     
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
306,797.4519.24% 
     
DPIF:
   DLCEF--(Class A)
57,086.519
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
27,746.55148.60% 
     
 
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
11,726.15420.54% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
9,667.33916.93% 
     
DPIF:
   DLCEF--(Class C)
6,959.973
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
4,231.42660.80% 
     
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
1,823.57026.20% 
     
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
904.97713.00% 
     
DPIF:
   DLCEF--(Class I)
17,742,258.737
SEI Private Trust Company
1 Freedom Valley Drive
Oaks, PA 19456-9989
15,791,332.77689.00% 
     
DPIF:
   DLCGF--(Class A)
96,556.436
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
21,986.04721.97% 
     
 
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
16,185.95316.18% 
     
 
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
12,280.78812.27% 
     
 
Barbara Alexander Buck
Riverview, FL 33578-3047
10,322.05210.32% 
     
 
Abebech Girma
Silver Springs, MD 20902-339
 
7,071.0057.06% 
     
 
The Bank of New York Mellon Cust
FBO Michael Najdowski
Santa Fe, NM 87501
5,673.9895.67% 
     
 
The Bank of New York Mellon Cust
Kwan M. Hao
Bayside, NY 11360-2325
5,582.4245.58% 
     
DPIF:
   DLCGF--(Class C)
11,082.672
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
4,886.95144.10% 
     
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
3,075.24727.75% 
     
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
1,557.63214.05% 
     
 
Joel S. Rappaport
Rockville, MD 20851-1513
826.8337.46% 
     
 
Edward D. Jones & Co.
FBO Stuart Graw
Santa Fe, NM
736.0096.644% 
     
DPIF:
   DLCGF--(Class I)
7,860,221.024
SEI Private Trust Company
1 Freedom Valley Drive
Oaks, PA 19456-9989
6,810,518.74386.63% 
     
DPIF:
   DLCVF--(Class A)
89,188.670
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
32,847.37836.83% 
     
 
Hugh W. O'Donnell Family Trust
Fresno, TX 77545-0390
11,258.50812.62% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
6,745.7847.56% 
     
 
Clearview Roth IRA C/F
Joanne B Wise
Charleston, SC 29407-4226
6,324.6487.09% 
     
 
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
6,044.1866.78% 
     
DPIF:
   DLCVF--(Class C)
5,757.332
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
2,260.60539.26% 
     
 
First Quality, Inc.
FBO Richard Poser
San Diego, CA 92129-4165
1,376.14723.90% 
     
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
1,133.78719.69% 
     
 
Jack Halpern
West Hills, CA 91304-5345
890.57815.47% 
     
DPIF:
   DLCGF--(Class I)
9,413,617.429
SEI Private Trust Company
1 Freedom Valley Drive
Oaks, PA 19456-9989
9,042,436.59596.06% 
     
DPIF:
   DSAF--(Class A)
29,933.060
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
11,022.61936.82% 
     
 
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
8,002.24926.73% 
     
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
5,289.96117.67% 
     
 
Southwest Securities, Inc
FBO Vita M. Brennan
4,752.89815.88% 
     
DPIF:
   DSAF--(Class C)
7,492.766
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
4,000.84653.37% 
     
 
American Enterprise Investment SVC
P.O. Box 9446
Minneapolis, MN 55440-9446
2,346.26331.31% 
     
 
Frederick R. Semon & Edwin J. Semon
Clarendon Hills, IL 60514-1473
1,093.53714.59% 
     
DPIF:
   DSAF--(Class I)
5,358.468
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Dr. Suite 102
Newark, DE 19711
4,003.09074.71% 
     
 
LPL Financial
9785 Towne Center Drive
San Diego, CA 92121-1968
1,355.37725.29% 
     
DUSTITF
8,196,773.121
    
 
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
654,375.9287.98% 
     
 
UBS WM USA
499 Washington Blvd.
Jersey City, NJ 07310-1995
442,726.8435.40% 
     
DUSTLTF
3,736,290.484
    
 
ING
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162
209,177.2055.62% 
     
DUSTMMF
996,058,203.175
    
 
First Clearing, LLC
10750 Wheat First Drive
Glen Allen, VA 23060-9243
109,446,711.24010.99% 
     
 
Ayasli Children LLC
FBO Orhan
Nashua, NH 03062-2273
58,534,041.1405.88% 
EXHIBIT A
Part I
Part I sets forth, as to each Fund, information regarding the Board's oversight role in management, its composition and its leadership structure, as well as information regarding the current Board members and Nominees.  Part I also sets forth information regarding the independent registered public accounting firm fees for the Funds as indicated.
Boards of the Funds
Board's Oversight Role in Management.  Each Board's role in management of the Funds is oversight.  As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Funds, primarily Dreyfus (also referred to as the "Manager") and its affiliates, have responsibility for the day-to-day management of the Funds, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk).  As part of its oversight, each Board, acting at its scheduled meetings, or the Chairman, acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including the Manager's Chief Investment Officer (or a senior representative of his office), the Fund's and the Manager's Chief Compliance Officer and portfolio management personnel.  Each Board's audit committee (which consists of all Board members) meets during its scheduled meetings, and between meetings the audit committee chair maintains contact, with the Fund's independent registered public accounting firm and the Fund's Chief Financial Officer.  Each Board also receives periodic presentations from senior personnel of the Manager or its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas, such as business continuity, anti-money laundering, personal trading, valuation, credit, investment research and securities lending.  Each Board also receives reports from counsel to the Manager and the Board's own independent legal counsel regarding regulatory compliance and governance matters.  Each Board has adopted policies and procedures designed to address certain risks to the Fund.  In addition, the Manager and other service providers to each Fund have adopted a variety of policies, procedures and controls designed to address particular risks to the Fund.  Different processes, procedures and controls are employed with respect to different types of risks.  However, it is not possible to eliminate all of the risks applicable to the Funds, and the Boards' risk management oversight is subject to inherent limitations.
Board Composition and Leadership Structure.  The 1940 Act requires that at least 40% of each Fund's Board members be Independent Board members.  To rely on certain exemptive rules under the 1940 Act, a stockholdermajority of a Fund's Board members must be Independent Board members, and for certain important matters, such as the approval of investment advisory agreements or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent Board members.  Currently, all of each Fund's Board members, including the Chairman of the Board, are Independent Board members.  Each Board has determined that beneficially owns,its leadership structure, in which the Chairman of the Board is not affiliated with the Manager, is appropriate in light of the services that the Manager and its affiliates provide to the Fund and potential conflicts of interest that could arise from these relationships.
Information About Each Board Member's Experience, Qualifications, Attributes or Skills.  Board members of each Fund, together with information as to their positions with the Funds, principal occupations and other board memberships for the past five years, are shown below.
Name of Board Member(Age)
Position with Funds (Since)
Principal Occupation
During Past 5 Years
Other Public Company Board Memberships During Past 5 Years
Joseph S. DiMartino (67)
Chairman of the Board
DBUSMSF (1995)
DNJMBF (1995)
DPIF (1995)
DUSTITF (1995)
DUSTLTF (1995)
DUSTMMF (1995)
Corporate Director and Trustee
CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997 - present)
The Newark Group, a provider of a national market of paper recovery facilities, paperboard mills and paperboard converting plants, Director (2000 - 2010)
Sunair Services Corporation, a provider of certain outdoor-related services to homes and businesses Director (2005 - 2009)
Gordon J. Davis (69)
Board Member
DBUSMSF (1993)
DNJMBF (1993)
DPIF (1993)
DUSTITF (1993)
DUSTLTF (1993)
DUSTMMF (1993)
Partner in the law firm of Dewey & LeBoeuf, LLP
Consolidated Edison, Inc., a utility company,
Director (1997 - present)
The Phoenix Companies, Inc., a life insurance company, Director (2000 - present)
David P. Feldman (71)
Board Member
DBUSMSF (1991)
DNJMBF (1991)
DPIF (1991)
DUSTITF (1991)
DUSTLTF (1991)
DUSTMMF (1991)
Corporate Director and Trustee
BBH Mutual Funds Group (4 registered mutual funds), Director (1992 - present)
QMed, Inc., a healthcare company, Director (1999 - 2007)
Lynn Martin (71)
Board Member
DBUSMSF (1994)
DNJMBF (1994)
DPIF (1994)
DUSTITF (1994)
DUSTLTF (1994)
DUSTMMF (1994)
President of The Martin Hall Group LLC, a human resources consulting firm, from January 2005 - present
Advisor to the international accounting firm of Deloitte & Touche, LLP and Chair to its Council for the Advancement of Women from March 1993 - September 2005
AT&T Inc., a telecommunications company, Director (1999 - present)
Ryder System, Inc., a supply chain and transportation management company, Director (1993 - present)
The Procter & Gamble Co., a consumer products company, Director (1994 - present)
Constellation Energy Group, Inc., Director (2003 - present)
Philip L. Toia (77)
Board Member
DBUSMSF (1997)
DNJMBF (1997)
DPIF (1997)
DUSTITF (1997)
DUSTLTF (1997)
DUSTMMF (1997)
Private InvestorN/A

Each Board member has been a Board member of Dreyfus mutual funds for over ten years.  Additional information about each Board member follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each Board member possesses which a Board believes has prepared them to be effective Board members.
Joseph S. DiMartino – Mr. DiMartino has been the Chairman of the Board of the funds in the Dreyfus Family of Funds for over 15 years.  From 1971 through 1994, Mr. DiMartino served in various roles as an employee of Dreyfus (prior to its acquisition by a predecessor of BNY Mellon in August 1994 and related management changes), including portfolio manager, President, Chief Operating Officer and a Director.  He ceased being an employee or Director of Dreyfus by the end of 1994.  From July 1995 to November 1997, Mr. DiMartino served as Chairman of the Board of The Noel Group, a public buyout firm; in that capacity, he helped manage, acquire, take public and liquidate a number of operating companies.  From 1986 to 2010, Mr. DiMartino served as a Director of The Muscular Dystrophy Association.
Gordon J. Davis – Mr. Davis is a partner in the law firm of Dewey & LeBoeuf LLP, where his practice involves complex real estate, land use development and related environmental matters.  Before joining the firm, Mr. Davis served as a Commissioner and member of the New York City Planning Commission, and as Commissioner of Parks and Recreation for the City of New York.  Mr. Davis was a co-founder of the Central Park Conservancy and the founding Chairman of Jazz at the Lincoln Center for the Performing Arts in New York City.  He has also served as President of Lincoln Center.  Mr. Davis also served on the board of  Dreyfus (prior to its acquisition by a predecessor of BNY Mellon in August 1994 and related management changes).
David P. Feldman – Mr. Feldman is the former Chairman and Chief Executive Officer of AT&T Investment Management Corp., from which he retired in 1997, where he was responsible for $70 billion in pension assets.  Mr. Feldman has served as Chairman of the Financial Executives Institute's Committee on Investment of Employee Benefits Assets.  Mr. Feldman currently serves as a member of the Pension Managers Advisory Committee of the New York Stock Exchange Inc.
Lynn Martin – Ms. Martin served in the U.S. House of Representatives from 1981 to 1991, the Illinois Senate from 1979 to 1980, and the Illinois House of Representatives from 1977 to 1979.  Ms. Martin also served as Co-Chairperson of then-Vice President George H.W. Bush's 1988 presidential campaign, and from 1991 to 1993 served as U.S. Secretary of Labor under President Bush.  After her tenure in politics, Ms. Martin was a professor at the Kellogg School of Management, Northwestern University, and also a fellow at Harvard University's Kennedy School of Government.  She also has served as an Advisor of Deloitte & Touche LLP and as Chair of its Council for the Advancement of Women.  Ms. Martin serves on the Chicago Council on Global Affairs, Coca-Cola International Advisory Council and Deutsche Bank Advisory Council.
Philip L. Toia – From 1984 through 1997, Mr. Toia served in various roles as an employee of Dreyfus.  During this time he directed the organization of the fixed-income research group, investor relations, organized the bank wholesaling group, and served as a director and officer of subsidiaries of Dreyfus.  Upon the acquisition of Dreyfus by a predecessor of BNY Mellon, Mr. Toia took on additional duties as Vice Chairman for Administration and Operations, including being responsible for fund accounting, fund legal, information systems and human resources.  He also served as a member of the Board.  He ceased all roles at Dreyfus by 1997.  Before Dreyfus, Mr. Toia served as Group Executive for Public Finance at Chase Manhattan Bank, managing its investment banking group and its tax-exempt underwriting, trading and sales departments.  He also served on Board of Directors of Chase Manhattan Bank, Delaware.  In addition, from 1975 through 1977, Mr. Toia served as Deputy Mayor for Finance for the City of New York.
Each Board believes that the significance of each Board member's experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Board member may not have the same value for another) and that these factors are best evaluated at the board level, with no single Board member, or particular factor, being indicative of board effectiveness.  However, each Board believes that Board members need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with the Fund's management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; the Board believes that its members satisfy this standard.  Experience relevant to having this ability may be achieved through a Board member's educational background; business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the Board of the Fund) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences.  The charter for each Board's nominating committee contains certain other factors considered by the committee in identifying and evaluating potential Board member nominees.  To assist them in evaluating matters under federal and state law, the Board members are counseled by their own independent legal counsel, who participates in Board meetings and interacts with the Manager, and also may benefit from information provided by the Manager's counsel; counsel to the Funds and to the Boards have significant experience advising funds and fund board members.  Each Board and its committees have the ability to engage other experts as appropriate.  Each Board evaluates its performance on an annual basis.
PERTAINING TO THE BOARD OF EACH FUND
The table below indicates the dollar range of each current Board member and Nominee's ownership of shares of each Fund (including series thereof) and the aggregate dollar range of shares of other funds in the Dreyfus Family of Funds for which he or she is a Board member, in each case as of December 31, 2010.
Name of Board Member or NomineeDollar Range of Shares Held in Fund
DBUSMSFDNJMBFDPIFDUSTITF
Joseph S. DiMartinoNoneNone$50,001-$100,000None
Gordon J. DavisNoneNoneNoneNone
David P. FeldmanNone$1-$10,000NoneNone
Lynn MartinNoneNone$50,001-$100,000None
Philip L. ToiaNoneNone$10,001 - $50,000None
Robin A. MelvinNoneNoneNoneNone


Name of Board Member or NomineeDollar Range of Shares Held in Fund
DUSTLTFDUSTMMFAggregate Holding of Funds in The Dreyfus Family of Funds for Which Responsible as a Board Member
Joseph F. DiMartinoNoneNoneOver $100,000
Gordon J. DavisNoneNoneOver $100,000
David P. FeldmanNoneNoneOver $100,000
Lynn MartinNoneNone$1-$10,000
Philip L. ToiaNoneNone$1-$10,000
Robin A. MelvinNoneNone$50,001-$100,000
As of February 28, 2011, none of the current Board members or Nominees or their immediate family members owned securities of Dreyfus or any person (other than a registered investment company) directly or indirectly more thancontrolling, controlled by or under common control with Dreyfus.
PERTAINING TO THE BOARD OF EACH FUND
The number of Board meetings and, where applicable, committee meetings, held by each Fund during the Fund's last fiscal year are as follows:
Name of Fund
Number of
Board Meetings
Number of Audit
Committee Meetings
Number of Nominating
Committee Meetings
Number of Compensation
Committee Meetings
Number of Pricing
Committee Meetings
DBUSMSF52111
DNJMBF5211None
DPIF5211None
DUSTITF52111
DUSTLTF52111
DUSTMMF6211None

During each Fund's last fiscal year, each current Board member attended at least 75% of the aggregate of all of the meetings of the Board of each Fund (held during the period he or she was a Board member) and 75% of the meetings held by a committee of the Board of each Fund on which he or she served (during the period that he or she served).
COMPENSATION TABLE
Each Fund currently pays its Board members its allocated portion of an annual retainer of $50,000 and a fee of $6,000 per meeting (with a minimum $1,000 per meeting and per telephone meeting) attended for the Fund and the five other funds (comprised of 16 portfolios) in the Dreyfus Family of Funds.  The Chairman of the Board receives an additional 25% of such compensation.  Each Fund also reimburses each Board member for travel and out of pocket expenses in connection with attending Board or committee meetings.  Each Emeritus Board member is entitled to receive an annual retainer of one-half the amount paid as a retainer at the time the Board member became Emeritus and a per meeting attended fee of one-half the amount paid to Board members.
The aggregate amount of compensation paid to each current Board member by each Fund for the Fund's last fiscal year, and by all the funds in the Dreyfus Family of Funds for which such person was a Board member (the number of portfolios of such funds is set forth in parenthesis next to each Board member's total compensation) for the year ended December 31, 2010 were as follows:

Name of Board Member
Aggregate Compensation
From Each Fund *
Total Compensation From the Funds
and Fund Complex (**)
Joseph S. DiMartino$1,060,250 (175)
DBUSMSF$1,906
DNJMBF$13,824
DPIF$10,663
DUSTITF$2,948
DUSTLTF$1,506
DUSTMMF$25,135
Gordon J. Davis$179,500 (45)
DBUSMSF$1,530
DNJMBF$11,085
DPIF$8,426
DUSTITF$2,373
DUSTLTF$1,224
DUSTMMF$19,960
David P. Feldman$225,000 (48)
DBUSMSF$1,530
DNJMBF$11,085
DPIF$8,426
DUSTITF$2,373
DUSTLTF$1,224
DUSTMMF$19,960
Lynn Martin$56,000 (15)
DBUSMSF$1,148
DNJMBF$8,314
DPIF$6,320
DUSTITF$1,784
DUSTLTF$916
DUSTMMF$15,069
Philip L. Toia$128,500 (26)
DBUSMSF$1,530
DNJMBF$11,085
DPIF$8,426
DUSTITF$2,373
DUSTLTF$1,224
DUSTMMF$19,960

________________________
*Amount does not include the cost of office space, secretarial services and health benefits for the Chairman and expenses reimbursed to Board members for attending Board meetings, which in the aggregate amounted to $21,723.
**Represents the number of separate portfolios comprising the investment companies in the Fund Complex, including the Funds, for which the Board member served.

PERTAINING TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Set forth below for each Fund's last two fiscal years are the amounts Ernst & Young, the independent registered public accounting firm for the Funds, billed for (i) services rendered in connection with the annual audit of the Fund's total outstandingfinancial statements ("Audit Fees"); (ii) assurance and services rendered that are reasonably related to the performance of the audit or review of the Fund's financial statements ("Audit-Related Fees"); (iii) professional services rendered for tax compliance, tax planning and tax advice, including primarily the review of each Fund's tax returns ("Tax Fees"); (iv) other products and services provided ("All Other Fees"); and (v) non-audit services provided to affiliates of Dreyfus ("Aggregate Non-Audit Fees").
Name of Fund
Fiscal Year Ended
Audit Fees
Audit-Related Fees
Tax Fees
All Other Fees
Aggregate Non-Audit Fees
Paid by Service Affiliates*
DBUSMSF2009$40,961$5,276$3,638$24$24,975,296
 2010$40,961$5,382$3,692$28$39,552,052
       
DNJMBF2009$38,832$5,276$3,638$164$24,975,296
 2010$38,832$5,382$4,681$207$39,552,052
       
DPIF2009$269,964$36,932$24,697$254$24,975,296
 2010$269,964$60,820$25,611$667$39,552,052
       
DUSTITF2009$26,682$5,276$3,638$73$24,975,296
 2010$26,682$5,382$3,692$43$39,552,052
       
DUSTLTF2009$26,682$5,276$3,638$34$24,975,296
 2010$26,682$5,382$4,203$22$39,552,052
       
DUSTMMF2009$36,326$5,276$3,638$684$24,975,296
 2010$36,326$5,382$3,181$367$39,552,052
__________________
* 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), such fees represent only those fees that require pre-approval by the audit committee.

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 registered public accounting firm's engagements for non-audit services to the Fund and Service Affiliates without specific case-by-case consideration.  Pre-approval considerations include whether the proposed services are compatible with maintaining the independent registered public accounting firm's independence.  The Policy and services covered therein are considered annually.  In addition, proposed services requiring pre-approval but not covered by the Policy are considered from time to time as necessary.

Independent Registered Public Accounting Firm's 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 are compatible with maintaining the independent registered public accounting firm's independence.


*  *  *  *
Part II

Part II sets forth information relevant to the officers of each Fund.
Name (Age)
Position with the Funds
Principal Occupation During Past 5 Years
BRADLEY J. SKAPYAK (52)
President
Chief Operating Officer and a director of Dreyfus since June 2009.  From April 2003 to June 2009, Mr. Skapyak was the head of the Investment Accounting and Support Department of Dreyfus.  He is an officer of 76 investment companies (comprised of 169 portfolios) managed by Dreyfus.
PHILLIP N. MAISANO (63)
Executive Vice President
Chief Investment Officer, Vice Chair and a director of Dreyfus, and an officer of 76 investment companies (comprised of 169 portfolios) managed by Dreyfus.  Mr. Maisano also is an officer and/or board member of certain other investment management subsidiaries of BNY Mellon, each of which is an affiliate of Dreyfus.  Prior to joining Dreyfus, Mr. Maisano served as Chairman and Chief Executive Officer of EACM Advisors, an affiliate of Dreyfus, from August 2004, and served as Chief Executive Officer of Evaluation Associates, a leading institutional investment consulting firm, from 1988 until 2004.
JAMES WINDELS (52)
Treasurer
Director – Mutual Fund Accounting of Dreyfus, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
MICHAEL A. ROSENBERG (51)
Vice President and Secretary
Assistant General Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
KIESHA ASTWOOD (37)
Vice President and Assistant Secretary
Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
JAMES BITETTO (44)
Vice President and Assistant Secretary
Senior Counsel of BNY Mellon and Secretary of Dreyfus, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
JONI LACKS CHARATAN (55)
Vice President and Assistant Secretary
Senior Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
JOSEPH M. CHIOFFI (49)
Vice President and Assistant Secretary
Senior Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
KATHLEEN DENICHOLAS (36)
        Vice President and Assistant Secretary
Senior Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
JANETTE E. FARRAGHER (48)
Vice President and Assistant Secretary
Assistant General Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
JOHN B. HAMMALIAN (47)
Vice President and Assistant Secretary
Managing Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
M. CRISTINA MEISER (40)
        Vice President and Assistant Secretary
Senior Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
ROBERT R. MULLERY (59)
Vice President and Assistant Secretary
Managing Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
JEFF PRUSNOFSKY (45)
        Vice President and Assistant Secretary
Managing Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
RICHARD S. CASSARO (52)
        Assistant Treasurer
Senior Accounting Manager – Money Market and Municipal Bond Funds of Dreyfus, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
GAVIN C. REILLY (42)
        Assistant Treasurer
Tax Manager of the Investment Accounting and Support Department of Dreyfus, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
ROBERT S. ROBOL (46)
        Assistant Treasurer
Senior Accounting Manager – Fixed Income Funds of Dreyfus, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
ROBERT SALVIOLO (43)
        Assistant Treasurer
Senior Accounting Manager – Equity Funds of Dreyfus, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
ROBERT SVAGNA (43)
        Assistant Treasurer
Senior Accounting Manager – Equity Funds of Dreyfus, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
NATALIA GRIBAS (41)
Anti-Money Laundering Compliance Officer
Anti-Money Laundering Compliance Officer of the Distributor, and the Anti-Money Laundering Compliance Officer of 73 investment companies (comprised of 190 portfolios) managed by Dreyfus.
JOSEPH W. CONNOLLY (53)
Chief Compliance Officer
Chief Compliance Officer of Dreyfus and The Dreyfus Family of Funds (77 investment companies, comprised of 194 portfolios).

The address of each officer of the Funds is 200 Park Avenue, New York, New York 10166.
*  *  *  *
Part III

Part III sets forth information regarding the beneficial ownership of Fund shares may be deemed a "control person" (as defined in the 1940 Act)by Nominees, current Board members and officers of the Fund.  NameAs of February 28, 2011, each Fund's current Board members and Address Percentofficers, as a group, owned less than 1% of Fundthe Fund's outstanding shares.
As of Stockholder Shares Outstanding ------------------------------------ ------------------ Class A Boston Safe Deposit & Trust Company 12.1234% As Agent-Omnibus Account Dreyfus Retirement Services 135 Santilli Highway Everett, MA 02149-1906 ClassFebruary 28, 2011, the following Nominees, current Board members and officers owned shares in the Funds as indicated below:
Name of Board Member,
Nominee or Officer
Fund
Amount of
Beneficial Ownership
James BitettoDGCF606.276
Joseph S. DiMartinoDEAF3,054.101
DGCF784.204
Janette FarragherDGCF969.557
David P. FeldmanDNJMBF400.000
Lynn MartinDGCF8,940.284
Philip L. ToiaDDIF2,123.439

*    *    *
EXHIBIT B Merrill Lynch Pierce Fenner & Smith 9.9085% For
AUDIT COMMITTEE CHARTER


I.      Audit Committee Membership and Qualifications
The Audit Committee shall consist of at least three members appointed by the Sole BenefitFund's Board of its Customers Attn: Fund Administration 4800 Deer Lake Drive East Floor 3 Jacksonville, FL 32246-6484 Class C Merrill Lynch Pierce Fenner & Smith 19.7407% ForDirectors/Trustees (the "Board").  The Board may replace members of the Sole BenefitAudit Committee for any reason.
No member of its Customers Attn: Fund Administration 4800 Deer Lake Drive East Floor 3 Jacksonville, FL 32246-6484 Lewco Securities Corp. 7.4651% FBO Customers 34 Exchange Place, 4th Floor Jersey City, NJ 07302-3885 Donaldson Lufkin Jenrette 6.0864% Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-2052 Class R Mac & Co. 80.5190% P.O. Box 534005 Pittsburgh, PA 15253-4005 First Clearing Corporation 10.4531% Jim & Deborah Godwin Foundation #10 Dunnam Lane Houston, TX 77024-6543 Class T A.G. Edwards & Sons Inc. 100.0000% Custodian FBO E. Michael Martin 11 Oak Lane Gulfport, MS 39503-6225 IMPORTANT Please Act Promptly Sign, Date and Mail your Proxy Card(s) Today. No matter how many shares you own, your vote is important. Voting can also helpthe Audit Committee shall be an "interested person" of the Fund, save money. To holdas that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor shall any member receive any compensation from the Fund except compensation for service as a meeting,member of the Board or a quorumcommittee of the Board.  Each member must otherwise be "independent" under the rules of the New York Stock Exchange (the "NYSE"), the NYSE American Stock Exchange (the "NYSE AMEX") and the rules adopted under Section 301 of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), as applicable.
Each member of the Audit Committee must be represented. Voting today can saveable to read and understand financial statements (including the Fund's balance sheet, income statement and cash flow statement) and otherwise be financially literate, as determined by the Board in its business judgment, or must become financially literate within a reasonable time after appointment to the Audit Committee.  At least one member of the Audit Committee must have accounting or related financial management expertise, as determined by the Board in its business judgment.1  The Board also must annually determine whether any member of the Audit Committee is an "audit committee financial expert" ("ACFE"), within the meaning of the rules adopted and implemented under Section 407 of Sarbanes-Oxley.  If the Board has determined that a member of the Audit Committee is an ACFE, it may presume that such member has accounting or related financial management expertise.2
II.     Purposes of the Audit Committee
The purposes of the Audit Committee are to:
(a) oversee the accounting and financial reporting processes of the Fund and the audits of the Fund's financial statements;
(b) assist Board oversight of (i) the integrity of the Fund's financial statements, (ii) the Fund's compliance with legal and regulatory requirements, and (iii) the independent auditors' qualifications, independence and performance; and
(c) for NYSE- and NYSE AMEX-listed Funds, prepare an Audit Committee report as required by the Securities and Exchange Commission (the "SEC") to be included in the Fund's annual proxy statement.
___________________________
1In addition, for NYSE AMEX-listed Funds, one member must be financially sophisticated, in that he or she has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background that results in the individual's financial sophistication, such as being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.  No member of the Audit Committee of a NYSE AMEX-listed Fund may be a NYSE AMEX employee or a NYSE AMEX member who is active on its trading floor.
2For NYSE AMEX-listed Funds, the Board also may presume that an ACFE is "financially sophisticated."
III.    Role and Responsibilities of the Audit Committee
The function of the Audit Committee is oversight; it is Fund management's responsibility to maintain appropriate systems for accounting and internal control over financial reporting and the independent auditors' responsibility to plan and carry out a proper audit.  Specifically, the Fund's management is responsible for (a) preparation, presentation and integrity of the Fund's financial statements, (b) maintenance of appropriate accounting and financial reporting principles and policies and (c) maintenance of internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations.  The independent auditors are responsible for planning and carrying out an audit consistent with applicable legal and professional standards and the terms of their engagement letter.
Although the Audit Committee is expected to take a detached and questioning approach to the matters that come before it, the review of the Fund's financial statements by the Committee is not an audit, nor does the Committee's review substitute for the responsibilities of the Fund's management for preparing, or the independent auditors for auditing, the financial statements.  In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not employees of the Fund and are not, and do not represent themselves to be, accountants or auditors by profession.  As such, it is not the duty or responsibility of the Audit Committee or its members to conduct "field work" or other types of auditing or accounting reviews or procedures.
Each member of the Audit Committee shall be entitled to rely on the (i) integrity of those persons and organizations within and outside the Fund from which he or she receives information and (ii) accuracy of the financial and other information provided to the Committee by such persons and organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board).  In addition, the evaluation of the Fund's financial statements by the Audit Committee is not of the same scope as, and does not involve the extent of detail as, audits performed by the independent auditors, nor does the Audit Committee's evaluation substitute for the responsibilities of the Fund's management for preparing, or the independent auditors for auditing the financial statements.
IV.   Duties and Responsibilities of the Audit Committee
To carry out its purposes, the Audit Committee shall have the following duties and responsibilities:
(a)           to have direct responsibility for the appointment, compensation, retention and oversight of the Fund's independent auditors and, in connection therewith, to review and evaluate matters potentially affecting the independence and capabilities of the auditors;
(b)           to review and pre-approve (including associated fees) all audit and other services to be provided by the independent auditors to the Fund and all non-audit services to be provided by the independent auditors to the Fund's investment adviser or any entity controlling, controlled by or under common control with the investment adviser (an "Adviser Affiliate") that provides ongoing services to the Fund, if the engagement relates directly to the operations and financial reporting of the Fund;
(c)           to establish, to the extent permitted by law and deemed appropriate by the Audit Committee, detailed pre-approval policies and procedures for services described in (b) above;
(d)           to consider whether the independent auditors' provision of any non-audit services to the Fund, the expenseFund's investment adviser or an Adviser Affiliate not pre-approved by the Audit Committee are compatible with maintaining the independence of another solicitationthe independent auditors;
(e)           to meet with the Fund's independent auditors, including separate meetings as necessary, to:  (i) review the arrangements for proxiesand scope of the annual audit and any special audits; (ii) review with the independent auditors any problems or difficulties the auditors encountered in the course of the audit work, including any restrictions on their activities or access to requested information and any significant disagreements with Fund management; (iii) review all critical accounting policies and practices applied by the Fund in preparing its financial statements; (iv) discuss any accounting adjustments noted or proposed by the independent auditors that were "passed" as immaterial or otherwise; (v) any communications between the audit team and the independent auditing firm's national office respecting auditing or accounting issues presented by the engagement; (vi) review any material written communications between the independent auditors and the Fund, including any "management" or "internal control" letter issued, or proposed to be issued, by the independent auditors to the Fund, report or recommendation on internal controls, schedule of unadjusted differences, engagement letter and independence letter; and (vii) review the form of independent auditors' report to the Board and Fund shareholders (for NYSE- and NYSE AMEX-listed Funds, the form of the auditors' report must be reviewed in advance of filing with the SEC);
(f)           to review (i) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Fund's selection or application of accounting principles, and major issues as to the adequacy of the Fund's internal controls and any special audit steps adopted in light of material control deficiencies; (ii) analyses prepared by Fund management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements; and (iii) the effect of regulatory and accounting initiatives on the financial statements of the Fund;
(g)           to discuss: (i) the annual audited financial statements with management and the independent auditors, including management's discussion of Fund performance (NYSE- and NYSE AMEX-listed Funds); (ii) for NYSE-listed Funds, semi-annual financial statements and any quarterly financial statements; and (iii) for NYSE-listed Funds, the type and presentation of information to be included in any earnings press releases (paying particular attention to any use of "pro forma" or "adjusted" non-GAAP information), including any financial information and earnings guidance provided to analysts and rating agencies (which discussions may be general in nature, such as the types of information to be disclosed and the type of presentation to be made), provided that each earnings release or guidance need not be discussed in advance;
(h)           to at least annually, ensure receipt of a formal written statement from the independent auditors delineating all relationships between the independent auditors and the Fund, consistent with Independent Standards Board Standard 1, in order to evaluate the independent auditors' qualifications, performance and independence, including the review and evaluation of the lead partner of the independent auditors, so that the Audit Committee can actively engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditors, taking into account the opinions of Fund management and to further consider whether, in order to assure continuing auditor independence, there should be regular rotation of the audit firm itself, and to present conclusions of the review to the Board;
(i)           to at least annually, obtain and review a report by the independent auditors describing:  (i) the independent auditing firm's internal quality-control procedures; and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues;
(j)           to set clear policies relating to the hiring by entities within the Fund's investment company complex3 of employees or former employees of the independent auditors, in compliance with the requirements of Sarbanes-Oxley;
(k)           to establish procedures for the receipt, retention, and treatment of complaints received by the Fund relating to accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of the Fund or the Fund's investment adviser, administrator, principal underwriter or any other provider of accounting related services for the Fund, of concerns regarding questionable accounting or auditing matters pertaining to the Fund;
(l)           to periodically meet separately with the Fund's management and with the independent auditors;
(m)           to discuss with management, in a general manner, but not as a committee to assume responsibility for, the Fund's processes with respect to risk assessment and risk management;
(n)           to report its activities regularly to the Board, including any issues that arise with respect to (i) the quality or integrity of the Fund's financial statements, (ii) the Fund's compliance with legal or regulatory requirements, or (iii) the performance and independence of the independent auditors (including the Audit Committee's conclusions with respect to IV (h) above), and to make such recommendations with respect to the above and other matters as the Audit Committee may deem necessary or appropriate;
(o)           to prepare and review with the Board an annual performance evaluation of the Audit Committee, conducted in such manner as the Committee deems appropriate, which evaluation must compare the performance of the Audit Committee with the requirements of this Charter; and
(p)           to perform such other functions and to have such powers as may be necessary or appropriate in the efficient and lawful discharge of the powers provided in this Charter.
____________________________
3"Investment company complex" includes:  (1) The Dreyfus Corporation ("Dreyfus"), (2) any entity controlling, controlled by or under common control with Dreyfus, if the entity is an investment adviser or sponsor or is engaged in the business of providing administrative, custodian, underwriting or transfer agent services to any investment company, investment adviser or sponsor, and (3) any investment company, hedge fund or unregistered fund that has an investment adviser included in (1) or (2).
V.     Operations of the Audit Committee
The Audit Committee shall meet regularly, as frequently as circumstances dictate or as required by the NYSE or the NYSE AMEX (but no less frequently than annually), and is empowered to hold special meetings as circumstances require.  The Audit Committee may request that non-members attend a meeting of the Audit Committee or meet with any members of, or consultants to, the Audit Committee.  Members of the Audit Committee may participate in a meeting of the Audit Committee by means of conference call, or similar communications equipment by means of which all persons participating in the meeting can hear each other, and may act by written consent to the extent permitted by law and the Fund's by-laws.
The Audit Committee shall have the authority to engage independent counsel and other advisers, as it determines necessary to carry out its duties.  The Fund shall provide appropriate funding, as determined by the Audit Committee, for payment of compensation to (a) the independent auditors for preparing or issuing an audit report or performing other audit, review or attest services for the Fund or (b) any advisers employed by the Audit Committee.  The Fund shall also provide appropriate funding for ordinary administrative expenses of the Audit Committee that are necessary and appropriate in carrying out its duties.
The Audit Committee shall review and reassess the adequacy of this Charter at least annually and recommend any changes to the Board.  The Board also shall review and approve this Charter at least annually.
The Audit Committee, in its discretion, may delegate all or a portion of its duties and responsibilities to a subcommittee of the Audit Committee, including the authority to pre-approve any audit or non-audit services to be performed for the Fund, the Fund's investment adviser or any Adviser Affiliate by the independent auditors, provided any such approvals are presented to the Audit Committee at its next scheduled meeting.
Each Fund shall comply with the NYSE or NYSE AMEX certification requirements, if applicable.

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

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

_______________________________________________
Dreyfus BASIC U.S. Mortgage Securities Fund
Dreyfus New Jersey Municipal Bond Fund, Inc.
Dreyfus Premier Investment Funds, Inc.*
Dreyfus U.S. Treasury Intermediate Term Fund
Dreyfus U.S. Treasury Long Term Fund
Dreyfus 100% U.S. Treasury Money Market Fund
Special Joint Meeting of Shareholders
to be held on May 31, 2011
____________________________________________

The undersigned stockholdershareholder(s) of DREYFUS INTERNATIONAL GROWTH FUND[NAME OF FUND] (the "Fund"), a series of Drefus Premier International Funds, Inc. (the "Company"), hereby appointsappoint(s) Kathleen DeNicholas and Michael A. Rosenberg, and Anthony J. Galioto, 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 1, 2001March 17, 2011, at a Special Joint Meeting of StockholdersShareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th8th Floor, West, New York, New York 10166, at 3:00 p.m.10:30 a.m., on August 16, 2001,May 31, 2011 and at any and all adjournments thereof, with all of the powers the undersigned possesseswould possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statementproxy statement for the meeting. - ------------------------------------------------------------------------------- FOLD AND DETACH HERE
Please mark boxes in blue or black ink.
1.      To approve a new Sub-Investment Advisory Agreement between The Dreyfus Corporation and Newton Capital Management Limited. FOR AGAINST ABSTAIN 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:  Joseph S. DiMartino, Philip L. Toia and Robin A. Melvin.
________________________________________________________________ 

2.      In their discretion, the proxies are authorized to vote uponon such other businessmatters as may properly come before the meeting and any adjournment(s) thereof.
__________________________
 * Dreyfus Premier Investment Funds, Inc. is a "series" investment company comprised of separate portfolios.  For a list of the Fund's series, see Schedule 1 to this proxy statement.  Shareholders of each series of the Fund will vote as a single class on the proposal to elect Board members for the Fund.
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY  11735
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1)  Read the proxy statement and have the proxy card below at hand.
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To vote by Telephone

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2)  Call 1-800-690-6903.
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To vote by Mail

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

THIS PROXY IS SOLICITED BY THE COMPANY'SFUND'S BOARD AND WILL BE VOTED FOR
THE ABOVE PROPOSALSPROPOSAL UNLESS OTHERWISE INDICATED. By signing this proxy card, receipt of the accompanying Notice of Special Meeting of Stockholders is hereby acknowledged.
Signature(s) should be exactly as name or names appearing on this proxy.  If shares are held jointly, each holder should sign.shareholder is requested to sign, but only one signature is required.  If signing is by attorney, executor, administrator, trustee or guardian, please give full title.  Dated:__________________ ,2001 ------------------------- Signature(s) ------------------------- Signature(s) Sign, DateBy signing this proxy card, receipt of the accompanying Notice of Special Joint Meeting of Shareholders and Return this Proxy Card Promptly Using the Enclosed Envelope - ------------------------------------------------------------------------------- FOLD AND DETACH HERE
proxy statement is acknowledged.
Dated:  __________, 2011
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Signature(s)
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Signature(s)