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

[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12 PREMIER GROWTH FUND, INC. ----------------------------------------------------------------------- (NameMaterials under Rule 14a-12

BNY Mellon Variable Investment Fund
BNY Mellon Appreciation Fund, Inc.
BNY Mellon Worldwide Growth Fund, Inc.
BNY Mellon Investment Funds IV, Inc.

(Name of Registrant as Specified In Its Charter) ~~PREMIER GROWTH FUND, INC. ----------------------------------------------------------------------- (Name~~

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

Payment of Filing Fee ~~(Check~~(check the appropriate box): ~~[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). [_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a- 6(i)(3). [_]~~

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)~~(4)~~(1) and 0-11.

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

(4) Proposed maximum aggregate value of transaction: - - -------- * Set forth the amount on which the filing fee is calculated and state how it was determined. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was

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

Enclosed are a Notice and ~~Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: 1934~~a Joint Proxy Statement concerning a Special Joint Meeting of Shareholders (the "Special Meeting") of BNY Mellon Appreciation Fund, Inc., BNY Mellon Tax Managed Growth Fund, Appreciation Portfolio and BNY Mellon Worldwide Growth Fund, Inc. (each, a "Fund"). At the Special Meeting, shareholders of each Fund will be asked to approve a new sub-investment advisory agreement (the "New Sub-Advisory Agreement") with Fayez Sarofim & Co. ("Sarofim & Co.") for their Fund, as described in the Joint Proxy Statement. Sarofim & Co. currently serves as each Fund's sub-adviser pursuant to an interim sub-investment advisory agreement (the "Interim Sub-Advisory Agreement") with the Fund, with respect to BNY Mellon Appreciation Fund, Inc. and Appreciation Portfolio, or with the Fund's investment adviser, BNY Mellon Investment Adviser, Inc. ("BNYM Adviser"), with respect to BNY Mellon Tax Managed Growth Fund and BNY Mellon Worldwide Growth Fund, Inc., effective May 28, 2022 (the "Effective Date"). Sarofim & Co. has served as each Fund's sub-adviser since the Fund's inception.

Fayez Sarofim, the founder and controlling shareholder of Sarofim & Co., passed away on May 28, 2022. Mr. Sarofim's passing caused a "change in control" of Sarofim & Co. which triggered an assignment and automatic termination of the Funds' then-existing sub-investment advisory agreements with Sarofim & Co. (the "Prior Sub-Advisory Agreements"), pursuant to their terms and the applicable provisions of the Investment Company Act ~~Filings Gentlemen: Pursuant~~of 1940, as amended (the "1940 Act"). To enable Sarofim & Co. to ~~Rule 14a-6(b)~~continue to provide sub-investment advisory services to the Funds after the Effective Date, the relevant Fund's Board (the "Board") approved the Interim Sub-Advisory Agreement, which did not require shareholder approval before it went into effect on the Effective Date, and the New Sub-Advisory Agreement, which requires approval by a majority of the relevant Fund's outstanding voting securities before it can go into effect. As to each Fund, as required under the ~~Securities Exchange~~1940 Act, the Interim Sub-Advisory Agreement expires upon the earlier of ~~1934,~~150 days after the Effective Date or upon shareholder approval and effectiveness of the New Sub-Advisory Agreement. Therefore, the Board has called the Special Meeting to seek shareholder approval of the New Sub-Advisory Agreements in order to ensure that Sarofim & Co. can provide uninterrupted service as ~~amended, transmitted herewith~~sub-adviser to the Funds.

There will be no increase in the advisory fee payable by a Fund to BNYM Adviser and the sub-advisory fee payable by the Fund to Sarofim & Co., with respect to BNY Mellon Appreciation Fund, Inc. and Appreciation Portfolio, or payable by BNYM Adviser to Sarofim & Co., with respect to BNY Mellon Tax Managed Growth Fund and BNY Mellon Worldwide Growth Fund, Inc., under the Interim Sub-Advisory Agreement and New Sub-Advisory Agreement will be the same as that payable to Sarofim & Co. under the respective Prior Sub-Advisory Agreement for ~~filing~~such Fund. As to each Fund, the New Sub-Advisory Agreement is substantially similar in material respects to the Prior Sub-Advisory Agreement and the Fund's investment strategy, management policies and portfolio managers (with the exception of Mr. Fayez Sarofim) will not change in connection with the implementation of the New Sub-Advisory Agreement.

After careful review, as to each Fund, the Board has unanimously approved the New Sub-Advisory Agreement, subject to shareholder approval. The Board recommends that you read the enclosed materials carefully and then vote to approve the New Sub-Advisory Agreement for your Fund.

Your vote is extremely important, no matter how large or small your Fund holdings. By voting promptly, you can help avoid follow-up letters and calls. If you own shares of more than one of the Funds on the record date for the meeting, please note that each Fund has a ~~copy of definitive~~separate proxy ~~materials for meetings of stockholders of Funds in The Dreyfus Family of Funds. The filing fee of $125~~card. You should vote one for each Fund ~~was forwarded prior~~in which you own shares.

Due to ~~filing~~ the ~~preliminary proxy materials. It is estimated that proxy materials~~public health and safety concerns regarding COVID-19, and to support the health and well-being of the Funds' shareholders, officers and others, the meeting will be ~~mailed~~conducted over the Internet in a virtual meeting format only. However, we intend to ~~stockholders~~monitor the recommendations of ~~record on or about June 9, 1994.~~ LOGO OF THE DREYFUS CORPORATION HOWARD STEIN JOSEPH S. DiMARTINO CHAIRMAN OF THE BOARD PRESIDENT AND CHIEF EXECUTIVE OFFICER CHIEF OPERATING OFFICER Dear Dreyfus Fund Stockholder: As you know, The Dreyfus Corporation has agreedpublic health officials and governmental restrictions, and if we decide it is appropriate to ~~merge with Mellon Bank. In~~hold the ~~past, when~~meeting in person, we ~~have solicited proxies, you have received a proxy statement directed solely to your Fund. Because all Funds~~will make an announcement in the ~~Dreyfus Family are affected similarly~~manner discussed in the proxy materials.

We encourage you to vote through the Internet or by ~~this transaction, we believed it was more efficient~~telephone using the number that appears on your proxy card. If you later decide to ~~prepare a single~~attend the meeting virtually, you may revoke your proxy ~~statement to be used~~and vote your shares by ~~all shareholders, in addition to a supplement pertaining only to your Fund--although we apologize for~~Internet during the ~~sheer "weight" of~~meeting. Whichever voting method you choose, please take the ~~package. While we encourage you~~time to read the full text of the proxy statement, we thought it would be helpful to put together a few brief Questions and Answers (Q&A). That Q&A is on the reverse side of this page. It is important to keep in mind that The Dreyfus Corporation, NOT THE FUND, plans to merge with Mellon Bank. YOUR FUND SHARES WILL NOT CHANGE, THE ADVISORY FEES CHARGED TO YOUR FUND WILL NOT CHANGE, AND THE DREYFUS CORPORATION WILL CONTINUE TO ACT IN ITS SAME CAPACITY TO YOUR FUND AS BEFORE. Most importantly,Joint Proxy Statement before you will continue to receive the high quality of shareholder services that you have come to expect over the years. After careful consideration, the Directors of your Fund suggest that you vote "FOR" all the Proposals on the enclosed proxy card. As always, we thank you for your confidence and support. Sincerely, /s/ Howard Stein /s/ Joseph S. DiMartino Q & A on reverse side Q. WHAT IS HAPPENING? A. The Dreyfus Corporation, not the Fund, plans to merge with Mellon Bank. ------------ Dreyfus will remain as a separate operating corporation. Q. WHY AM I BEING ASKED TO VOTE ON THESE PROPOSALS? A. The Investment Company Act requires a vote whenever there is a change of a certain percentage in the ownership of the investment advisory company. As a result, the Act requires the approval of a new investment or sub-investment advisory agreement by the shareholders of each Fund. Also, various regulatory requirements that would become applicable as a result of the merger require some amendments to the Rule 12b-1 Plans of certain Funds, but no change in the fees. Q. HOW WILL THIS AFFECT ME AS A FUND SHAREHOLDER? A. Your Fund shares will not change. You will still own the same shares in --------------- the same Fund. The primary difference is that the ownership of The Dreyfus Corporation will change from a publicly-held corporation to a subsidiary of Mellon Bank, N.A. The Dreyfus Corporation will continue to act in its same capacity to your Fund as before. This transaction should not result in changes to your Fund's advisory services or in the high quality of shareholder services that you have come to expect over the years. Q. WILL THE INVESTMENT ADVISORY AND RULE 12B-1 FEES BE THE SAME? A. Yes, the fees charged to your Fund will remain the same. ---------------------------------------------- Q. HOW DO THE BOARD MEMBERS OF MY FUND SUGGEST THAT I VOTE? A. After careful consideration, the Board members of your Fund recommend that you vote "FOR" all the Proposals on the enclosed proxy card. Q. WHOM DO I CALL? A.vote. If you have any questions before you vote, please call ~~D.F. King & Co., Inc. at 1-800- 859-8515. PLEASE VOTE YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN~~ THE DREYFUS FAMILY OF FUNDS 200 PARK AVENUE NEW YORK, NEW YORK 10166 Dear Dreyfus Fund Stockholder: The attached proxy statement discusses 13 proposals, many of which do not affect(866) 796-7181.

Thank you for your ~~Fund. THE ENCLOSED PROXY CARD LISTS THE PROPOSALS WHICH DO AFFECT YOUR FUND AND ON WHICH YOU ARE BEING ASKED TO VOTE. As you may be aware, The Dreyfus Corporation ("Dreyfus"), which provides~~response and for your continued investment ~~advisory services to each Fund in The Dreyfus~~with the Fund(s).

A Special Joint Meeting of Shareholders (the ~~"Funds"~~"Meeting"), has agreed to merge with a subsidiary of Mellon Bank Corporation ("Mellon"). Dreyfus and Mellon have advised that this transaction will not result in changes to your Fund's advisory services or in the high quality stockholder services that you have come to expect over the years. This transaction will result in the automatic termination of (i) the agreements under which Dreyfus provides investment advisory services to the Funds and (ii) the sub-investment advisory agreements pertaining to certain Funds, as required by the Investment Company Act of 1940, as amended. This transaction also necessitates the adoption of new Rule 12b-1 plans pertaining to certain Funds. This transaction thus requires the approval by the holders of shares of each Fund of a new investment advisory agreement--which will be substantially identical to the agreement currently in effect. It also provides an opportunity to request approvals for various other matters which are described in the proxy materials. For each Fund, the aggregate contractual rate chargeable for investment advisory services will remain the same (for The Dreyfus Socially Responsible Growth Fund, Inc. and The Dreyfus Third Century Fund, Inc. the nature of the relationship between Dreyfus and the sub-investment adviser to each of these Funds and the allocation of the fee will change as described in the proxy materials). For each Fund operating under a Rule 12b-1 plan, the aggregate rate payable by the Fund will remain the same. When we have solicited proxies in the past, you have received a proxy statement directed solely to your Fund. Because all Funds in The Dreyfus Family are affected by this transaction and since much of the information required to be included in the proxy materials for each Fund is substantially identical, we believe it is more efficient to prepare a single, "omnibus" proxy statement for use by the stockholders of all Funds. Further information pertaining to your Fund is contained in a separate Exhibit (the "Fund Exhibit") which accompanies, and forms a part of, these materials. (If you own shares in more than one Dreyfus Fund, the term "your Fund" means each of your Funds.) You are receiving separate proxy materials and a separate Fund Exhibit for each Fund you own. As you may be aware, the Funds are organized as Maryland corporations, Massachusetts business trusts or Delaware limited partnerships. In each state, nomenclature varies. But for ease of presentation, we will refer to you throughout the proxy statement as "stockholders," your Fund shares as "shares," your directors, trustees or managing general partners as "Board members" and your Fund's Articles of Incorporation, Agreement and Declaration of Trust, or Agreement of Limited Partnership as its "charter." Your Board has voted in favor of each proposal that applies to your Fund and recommends that you vote "FOR" each proposal. As you will note, stockholders of a Fund will not vote on each proposal. The attached Notice of Meeting sets forth which Fund's stockholders will vote on a proposal. The enclosed proxy card permits you to vote only with respect to the proposals relating to your Fund. Please review the proxy statement carefully and cast your vote on the --- ---- ---- ---- enclosed proxy card. If you are a stockholder of more than one Fund, you will receive, in separate mailings, a proxy statement, Fund Exhibit and proxy card for each of your Funds. Management and the Board of each Fund recommend you vote "FOR" each proposal. PLEASE VOTE EACH PROXY CARD YOU RECEIVE TO ENSURE ALL YOUR SHARES ARE VOTED. EVERY VOTE COUNTS! If you have any questions, please call D.F. King & Co., Inc., which has been engaged to solicit proxies on behalf of each Fund's Board, at 1-800-859-8515. Sincerely, /s/ Howard Stein /s/ Joseph S. DiMartino Chairman President The Dreyfus Corporation The Dreyfus Corporation THE DREYFUS FAMILY OF FUNDS --------------- NOTICE OF MEETINGS OF STOCKHOLDERS --------------- To the Stockholders: Meetings of Stockholders of each of the Funds in The Dreyfus Family of Fundsfund listed ~~on Part I of Exhibit A and Comstock Partners Strategy Fund, Inc.~~above (each, a "Fund" ~~and, collectively, the "Funds"~~) will be held over the Internet in a virtual meeting format only on Tuesday, October 4, 2022 at 10:00 a.m., Eastern Time, for the ~~date,~~following purposes:

Due to the public health and atsafety concerns regarding COVID-19, and to support the ~~time~~health and ~~place, set forth on~~well-being of the ~~Fund Exhibit accompanying,~~Funds' shareholders, officers and ~~forming a part of, these materials. The meetings~~others, the Meeting will be held ~~for the following purposes: THE FOLLOWING PROPOSAL APPLIES TO STOCKHOLDERS OF EACH FUND: 1. To approve~~in a new investment advisory or sub-investment advisory agreement. No fee increase is proposed. THE FOLLOWING PROPOSAL APPLIES TO STOCKHOLDERS OF EACH FUND, EXCEPT COMSTOCK PARTNERS STRATEGY FUND, INC., DREYFUS ASSET ALLOCATION FUND, INC., DREYFUS BASIC MUNICIPAL FUND, DREYFUS FLORIDA MUNICIPAL MONEY MARKET FUND, DREYFUS FOCUS FUNDS, INC., DREYFUS GLOBAL BOND FUND, INC., DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND, DREYFUS INTERNATIONAL EQUITY FUND, INC., DREYFUS PENNSYLVANIA INTERMEDIATE MUNICIPAL BOND FUND, DREYFUS VARIABLE INVESTMENT FUND, PREMIER INSURED MUNICIPAL BOND FUND AND PREMIER STATE MUNICIPAL BOND FUND: 2. To elect Board members to hold office until their successors are duly elected and qualified. All nominees currently serve as Board members, with one exception for certain Funds. THE FOLLOWING PROPOSAL APPLIES TO STOCKHOLDERS OF EACH FUND, EXCEPT COMSTOCK PARTNERS STRATEGY FUND, INC.: 3. To ratify the selection of the Fund's independent auditors. No change in auditors is proposed. THE FOLLOWING PROPOSAL APPLIES ONLY TO STOCKHOLDERS OF EACH FUND CURRENTLY SUBJECT TO A RULE 12B-1 PLAN: 4. To approve new Rule 12b-1 plans. No fee increase is proposed. THE FOLLOWING PROPOSAL APPLIES ONLY TO STOCKHOLDERS OF DREYFUS GLOBAL BOND FUND, INC.: 5. To approve a new sub-investment advisory agreement between The Dreyfus Corporation and the sub-investment adviser of Dreyfus Global Bond Fund, Inc. No fee increase is proposed. THE FOLLOWING PROPOSAL APPLIES ONLY TO STOCKHOLDERS OF DREYFUS INTERNATIONAL EQUITY FUND, INC.: 6. To approve a new sub-investment advisory agreement between The Dreyfus Corporation and the sub-investment adviser of Dreyfus International Equity Fund, Inc. No fee increase is proposed. THE FOLLOWING PROPOSAL APPLIES ONLY TO STOCKHOLDERS OF DREYFUS STRATEGIC GROWTH, L.P.: 7. To approve a new sub-investment advisory agreement between The Dreyfus Corporation and the sub-investment adviser of Dreyfus Strategic Growth, L.P. No fee increase is proposed. THE FOLLOWING PROPOSAL APPLIES ONLY TO STOCKHOLDERS OF THE INTERNATIONAL EQUITY PORTFOLIO OF DREYFUS VARIABLE INVESTMENT FUND: 8. To approve a new sub-investment advisory agreement between The Dreyfus Corporation and the sub-investment adviser of the International Equity Portfolio of Dreyfus Variable Investment Fund. No fee increase is proposed. THE FOLLOWING PROPOSAL APPLIES ONLY TO STOCKHOLDERS OF PREMIER GROWTH FUND, INC.: 9. To approve a new sub-investment advisory agreement between The Dreyfus Corporation and the sub-investment adviser of Premier Growth Fund, Inc. No fee increase is proposed. THE FOLLOWING PROPOSAL APPLIES ONLY TO STOCKHOLDERS OF THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.: 10. To approve a new sub-investment advisory agreement between The Dreyfus Corporation and NCM Capital Management Group, Inc., relating to The Dreyfus Socially Responsible Growth Fund, Inc. THE FOLLOWING PROPOSAL APPLIES ONLY TO STOCKHOLDERS OF THE DREYFUS THIRD CENTURY FUND, INC.: 11. To approve a new sub-investment advisory agreement between The Dreyfus Corporation and NCM Capital Management Group, Inc., relating to The Dreyfus Third Century Fund, Inc. THE FOLLOWING PROPOSAL APPLIES ONLY TO STOCKHOLDERS OF CERTAIN FUNDS IN THE GENERAL FAMILY OF FUNDS: 12. To approve an amendment to the charter of the following Funds to permit the issuance of additional classes of shares: . General California Municipal Money Market Fund . General Government Securities Money Market Fund, Inc. . General Money Market Fund, Inc. . General Municipal Bond Fund, Inc. . General Municipal Money Market Fund, Inc. . General New York Municipal Bond Fund, Inc. . General New York Municipal Money Market Fund Existing stockholdersvirtual meeting format only. You will not be ~~affected by this Proposal. THE FOLLOWING PROPOSAL APPLIES ONLY TO STOCKHOLDERS OF THE FUNDS LISTED ON EXHIBIT C (SEE PAGE C-1 OF THE PROXY STATEMENT): 13. To change certain~~able to attend the Meeting in person. However, we intend to monitor the recommendations of public health officials and governmental restrictions, and if we decide it is appropriate to hold the ~~Funds' fundamental policies and investment restrictions. --------------- 14. To transact such other business as may properly come before~~Meeting in person, we will make an announcement in the ~~meeting, or any adjournment or adjournments thereof. Stockholders~~manner noted below.

Shareholders of record at the close of business on ~~June 6, 1994~~August 11, 2022 will be entitled to receive notice of and to vote at the Meeting.

To participate in the Meeting, you must request the Meeting credentials by emailing attendameeting@astfinancial.com. Please include your full name, address, your control number found on your enclosed proxy card, your intent to attend the virtual Meeting and "[Name of Fund]" in the subject line. The Meeting will begin promptly at 10:00 a.m., Eastern Time, on Tuesday, October 4, 2022. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance of the Meeting. To register, you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to attendameeting@astfinancial.com. You may also forward proof of ownership from your intermediary or attach an image of your legal proxy to attendameeting@astfinancial.com. Requests for registration should be received no later than 12:00 p.m., Eastern Time, on Friday, September 30, 2022. You will receive a confirmation email from attendameeting@astfinancial.com of your registration and control number that will allow you to vote at the Meeting.

PLEASE NOTE: If it is determined that the Meeting will be held in person, instead of virtually, an announcement of the change will be provided by means of a press release, which will be posted on our

website https://im.bnymellon.com/us/en/individual/resources/proxy-materials.jsp. We encourage you to check the website prior to the meeting. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system.

* Appreciation Portfolio is a series of BNY Mellon Variable Investment Fund (the "Trust") and the new sub-investment advisory agreement is between the Trust, on behalf of Appreciation Portfolio, and Fayez Sarofim & Co.

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

This ~~proxy statement~~Joint Proxy Statement is furnished in connection with a solicitation of proxies by the Board of Directors/Trustees (the "Board") of each of ~~the Funds in The Dreyfus Family of Funds listed on Part I of Exhibit A and Comstock Partners Strategy~~BNY Mellon Appreciation Fund, Inc. ~~(each,~~(the "Appreciation Fund"), BNY Mellon Investment Funds IV, Inc. (the "Company"), on behalf of BNY Mellon Tax Managed Growth Fund (the "Tax Managed Growth Fund"), BNY Mellon Variable Investment Fund (the "Trust"), on behalf of Appreciation Portfolio, and BNY Mellon Worldwide Growth Fund, Inc. (the "Worldwide Growth Fund" and, together with the Appreciation Fund, Tax Managed Growth Fund and Appreciation Portfolio, each, a "Fund" and, collectively, the "Funds"), to be used at the Special Joint Meeting of ~~Stockholders~~Shareholders (the "Meeting") of each Fund to be held over the Internet in a virtual meeting format only on Tuesday, October 4, 2022 at 10:00 a.m., Eastern Time, and at any and all adjournments thereof, for the purposes set forth in the accompanying Notice of Special Joint Meeting of ~~Stockholders. Stockholders~~Shareholders.

Shareholders of record atas of the close of business on ~~June 6, 1994~~August 11, 2022 are entitled to ~~be present~~receive notice of and to vote at the ~~meeting. Each Fund share is~~Meeting. Shareholders are entitled to one ~~vote. Stockholders~~vote for each Fund share held and fractional votes for each fractional Fund share held. Shareholders can vote only on matters affecting the Fund(s) in which they hold shares. Shareholders of each Fund will vote as a single class on the proposal with respect to such Fund. Shareholders will not be able to attend the Meeting in person.

Fund shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon. Unmarked but properly signed and dated proxy cards will be voted "FOR" the proposal. If the enclosed proxy card is executed and returned, or if you have voted by telephone or through the Internet, your vote nevertheless may be revoked after it is received by giving another proxy by mail, by calling the toll-free telephone number or through the Internet. To be effective, such revocation must be received before your prior proxy is exercised at the Meeting. In addition, any shareholder who attends the Meeting virtually may vote by Internet during the Meeting, thereby canceling any proxy previously given.

Information as to the number of shares outstanding and share ownership for each Fund is set forth on Schedule 1 to this Joint Proxy Statement.

The approximate mailing date of this Joint Proxy Statement and the accompanying proxy card is August 25, 2022. Please note that only one copy of this Joint Proxy Statement will be mailed to those addresses shared by two or more accounts. If you wish to revoke this arrangement and receive individual copies, you may do so at any time by writing to the address or calling the phone number set forth below. Your Fund will begin sending you individual copies promptly after receiving your request.

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

IMPORTANT NOTICE REGARDING INTERNET

AVAILABILITY OF PROXY MATERIALS

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

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

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

Fayez Sarofim & Co. ("Sarofim & Co.") currently serves as each Fund's sub-adviser pursuant to an interim sub-investment advisory agreement (the "Interim Sub-Advisory Agreement") with the Fund, with respect to the Appreciation Fund and Appreciation Portfolio, or with the Fund's investment adviser, BNYM Adviser, with respect to the Tax Managed Growth Fund and Worldwide Growth Fund, effective May 28, 2022 (the "Effective Date"). Sarofim & Co. has served as each Fund's sub-adviser since the Fund's inception.

Fayez Sarofim, the founder and controlling shareholder of Sarofim & Co., passed away on May 28, 2022. Mr. Sarofim's passing caused a "change in control" of Sarofim & Co. which triggered an assignment and automatic termination of the Funds' then-existing sub-investment advisory agreements with Sarofim & Co. (the "Prior Sub-Advisory Agreements"), pursuant to their terms and the applicable provisions of the Investment Company Act of 1940, as amended (the "1940 Act"). To enable Sarofim & Co. to continue to provide sub-investment advisory services to the Funds, BNYM Adviser recommended and the relevant Fund's Board, including a majority of the Board members who are not "interested persons" (as that term is defined in the 1940 Act) of the Fund ("Independent Board Members"), approved the Interim Sub-Advisory Agreement, which did not require shareholder approval before it went into effect on the Effective Date, and a new sub-investment advisory agreement (the "New Sub-Advisory Agreement"), which requires approval by a majority of the relevant Fund's outstanding voting securities before it can go into effect. As to each Fund, as required under the 1940 Act, the Interim Sub-Advisory Agreement expires upon the earlier of 150 days after the Effective Date or upon shareholder approval and effectiveness of the New Sub-Advisory Agreement. Therefore, the Board has called the Meeting to seek shareholder approval of the New Sub-Advisory Agreements in order to ensure that Sarofim & Co. can provide uninterrupted service as sub-adviser to the Funds.

There will be no increase in the advisory fee payable by a Fund to BNYM Adviser and the sub-advisory fee payable by the Fund to Sarofim & Co., with respect to the Appreciation Fund and Appreciation Portfolio, or payable by BNYM Adviser to Sarofim & Co., with respect to the Tax Managed Growth Fund and Worldwide Growth Fund, under the Interim Sub-Advisory Agreement and New Sub-Advisory Agreement will be the same as that payable to Sarofim & Co. under the respective Prior Sub-Advisory Agreement for such Fund. As to each Fund, the New Sub-Advisory Agreement is substantially similar in material respects to the Prior Sub-Advisory Agreement and the Fund's investment strategy, management policies and portfolio managers (with the exception of Mr. Fayez Sarofim) will not change in connection with the implementation of the New Sub-Advisory Agreement. As to each Fund, BNYM Adviser and Sarofim & Co. have represented to the Board that there would be no diminution in the nature, extent or quality of the services provided to the Fund in connection with the implementation of the New Sub-Advisory Agreement. If approved by shareholders at the Meeting, the New Sub-Advisory Agreement will go into effect shortly thereafter.

If shareholders of a Fund do not approve the New Sub-Advisory Agreement for their Fund, Sarofim & Co. would no longer serve as that Fund's sub-adviser pursuant to the Interim Sub-Advisory Agreement and the Board would take such actions as it deems to be in the best interests of the Fund, which may include resubmitting the New Sub-Advisory Agreement to shareholders for approval or making other sub-advisory or portfolio management arrangements for the Fund.

BNY Mellon Investment Adviser, Inc., located at 240 Greenwich Street, New York, New York 10286, serves as investment adviser to each Fund, subject to the supervision of the Board. Founded in 1947, BNYM Adviser manages approximately $305 billion in 117 mutual fund portfolios as of June 30, 2022. BNYM Adviser is the primary mutual fund business of The Bank of New York Mellon Corporation ("BNY Mellon"), a global investments company dedicated to helping its clients manage and service their financial assets throughout the investment lifecycle. Whether providing financial services for institutions, corporations or individual investors, BNY Mellon delivers informed investment management and investment services in 35 countries. BNY Mellon is a leading investment management and investment services company, uniquely focused to help clients manage and move their financial assets in the rapidly changing global marketplace. BNY Mellon has $43 trillion in assets under custody and administration and $1.9 trillion in assets under management. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation. BNY Mellon Investment Management is one of the world's leading investment management organizations, and one of the top U.S. wealth managers, encompassing BNY Mellon's affiliated investment management firms, wealth management services and global distribution companies. Additional information is available at www.bnymellon.com.

BNYM Adviser provides management services to the Funds pursuant to separate agreements (each, a "Management Agreement") as follows: (i) an investment advisory agreement between the Appreciation Fund and BNYM Adviser, dated August 24, 1994, revised as of June 3, 2019; (ii) an investment management agreement between the Company, on behalf of the Tax Managed Growth Fund, and BNYM Adviser, dated April 4, 1994 (amended to include the Tax Managed Growth Fund as of October 23, 1997), revised as of June 3, 2019; (iii) an investment advisory agreement between the Trust, on behalf of the Appreciation Portfolio, and BNYM Adviser, dated August 24, 1994, revised as of June 3, 2019; and (iv) a management agreement between the Worldwide Growth Fund and BNYM Adviser, dated August 24, 1994, revised as of June 3, 2019. Pursuant to the Management Agreement, and subject to the supervision and approval of the Board, BNYM Adviser provides investment management of the respective Fund's portfolio in accordance with the Fund's investment objective and policies as stated in the Fund's prospectus and statement of additional information as from time to time in effect. The Management Agreements for the Tax Managed Growth Fund and Worldwide Growth Fund permit BNYM Adviser to enter into sub-investment advisory agreements with one or more sub-advisers; the Management Agreements for the Appreciation Fund and Appreciation Portfolio provide that the respective Fund intends to employ Sarofim & Co. to act as the Fund's sub-adviser.

The Management Agreement was last approved by the Board for a one-year continuance at a meeting held on August 18, 2021, with respect to the Appreciation Fund and Worldwide Growth Fund, March 2, 2022, with respect to the Tax Managed Growth Fund, and March 8-9, 2022, with respect to the Appreciation Portfolio (each, a "15(c) Meeting"), and by the respective Fund's shareholders on [________], with respect to the Appreciation Fund, Appreciation Portfolio and Worldwide Growth Fund, and, with respect to the Tax Managed Growth Fund, its sole shareholder on [________]. A discussion regarding the basis for the Board's approval of the continuance of the Management Agreement is available in the Appreciation Fund's and Worldwide Growth Fund's Annual Report for the fiscal year ended December 31, 2021 and October 31, 2021, respectively, and the Tax Managed Growth Fund's and Appreciation Portfolio's Semi-Annual Report for the six-months ended April 30, 2022 and June 30, 2021, respectively.

Fayez Sarofim & Co., located at Two Houston Center, Suite 2907, 909 Fannin Street, Houston, Texas 77010, is a registered investment adviser founded in 1958. Sarofim & Co. managed approximately $21.1 billion in assets, which includes investment advisory services for the Funds having aggregate assets of approximately $3.1 billion as of June 30, 2022. At the time of his death, Mr. Sarofim owned 84% of the voting rights of The Sarofim Group, Inc. (the "Sarofim Group"), Sarofim & Co.'s holding company. Mr. Sarofim's 84% interest in the Sarofim Group was placed and is held in a voting trust with all four of Mr. Sarofim's surviving children, including Christopher Sarofim, as the potential beneficiaries of the voting trust. Christopher Sarofim is the Chairman (formerly, Vice Chairman) of Sarofim & Co. and continues as a director of the firm and serves as the trustee of the voting trust with authority to vote the 84% interest in the Sarofim Group. The remaining 16% interest in the Sarofim Group is held by members of Sarofim & Co.'s Investment Committee and other senior employees of the firm.

Sarofim & Co. has served as each Fund's sub-adviser since the Fund's inception. Currently, Sarofim & Co., subject to BNYM Investment Adviser's supervision and approval, provides investment advisory assistance and research and the day-to-day management of each Fund's investments, pursuant to the Interim Sub-Advisory Agreement which was approved by the Board on June 6, 2022 (the "June Meeting"). The Prior Sub-Advisory Agreement for each Fund was most recently reapproved by the Board for a one-year continuance at the respective 15(c) Meeting. A discussion regarding the basis for the Board's approval of the continuance of the Prior Sub-Advisory Agreement is available in the Appreciation Fund's and Worldwide Growth Fund's Annual Report for the fiscal year ended December 31, 2021 and October 31, 2021, respectively, and the Tax Managed Growth Fund's and Appreciation Portfolio's Semi-Annual Report for the six-months ended April 30, 2022 and June 30, 2021, respectively. As noted, the Prior Sub-Advisory Agreements terminated as of the Effective Date.

In selecting investments for a Fund's portfolio, Sarofim & Co. focuses on "blue chip" companies with total market capitalizations of more than $5 billion at the time of purchase, including multinational companies. Blue chip, multinational companies are large, established, globally managed companies that manufacture and distribute their products and services throughout the world. In choosing stocks, Sarofim & Co.'s investment professionals first identify economic sectors that they believe will expand over the next three to five years or longer. Using fundamental analysis, Sarofim & Co.'s investment professionals then seek companies within these sectors that have proven track records and dominant positions in their industries. Sarofim & Co. employs a "buy-and-hold" investment strategy, which is an investment strategy characterized by a low portfolio turnover rate, which helps reduce the Funds' trading costs and minimizes tax liability by limiting the distribution of capital gains. With respect to the Tax Managed Growth Fund, Sarofim & Co. employs a tax-managed strategy, which is an approach to managing a fund that seeks to minimize capital gains tax liabilities. For example, when selling securities, Sarofim & Co. generally will select those shares bought at the highest price to minimize capital gains. When this would produce short-term capital gains, however, Sarofim & Co. may sell those highest-cost shares with a long-term holding period. With respect to the Worldwide Growth Fund, Sarofim & Co. invests, under normal circumstances, at least 40% of the Fund's assets in companies that have significant exposure to the economies of countries other than the United States. These are companies that are organized or domiciled in a foreign country or have at least 50% of their assets outside the U.S. or at least 50% of their revenues or profits are from goods produced or sold, investments made, or services performed outside the United States. Sarofim & Co. has no current plans to change the manner in which investments are selected for the Funds' portfolios.

Each Fund is managed by a team of portfolio managers employed by Sarofim & Co., consisting of Alan R. Christensen, Catherine Crain, Gentry Lee, Christopher Sarofim and Charles Sheedy, who are jointly and primarily responsible for managing the Funds' portfolios. The team is supported by Sarofim & Co.'s Investment Committee, all the members of which are senior investment professionals at Sarofim & Co.

The Investment Committee directs and monitors Sarofim & Co.'s internal, fundamental research efforts. The team of portfolio managers operates within the guidelines set by the Investment Committee. Mr. Christensen is the President and Head of Investment Risk of Sarofim & Co., where he has been employed since 2005, and oversees Sarofim & Co.'s marketing, client services, operations, and technology incentives. Ms. Crain is a Vice President and Director of Marketing and Client Services at Sarofim & Co., where she has been employed since 1993. Mr. Lee is the Chief Executive Officer and Chief Investment Officer of Sarofim & Co., where he has been employed since 1998, and is responsible for overseeing investment, client services and business operations. Mr. Christopher Sarofim is the Chairman of Sarofim & Co., where he has been employed since 1988. Mr. Sheedy is a Senior Vice President at Sarofim & Co., where he has been employed since 1971. The team of portfolio managers employed by Sarofim & Co. will continue to manage each Fund's portfolio, subject to shareholder approval of the New Sub-Advisory Agreement for the Fund.

The names and principal occupations of the principal executive officers of Sarofim & Co. are: Christopher Sarofim, Chairman of the Board; Gentry Lee, Chief Executive Officer and Chief Investment Officer; Alan R. Christensen, President; Raye White, Chief Compliance Officer; and Charles Sheedy, Senior Vice President. Each of whom is a member of Sarofim & Co.'s Executive Committee responsible for the day-to-day management and oversight of the operations of the firm. The address of each principal executive officer listed above, as it relates to the person's position with Sarofim & Co., is Two Houston Center, Suite 2907, 909 Fannin Street, Houston, Texas 77010.

None of the Board members has, or has had, any material interest in, or a material interest in a material transaction or proposed transaction with Sarofim & Co. since the beginning of a Fund's most recently completed fiscal year.

With respect to the Funds, for the services provided by BNYM Adviser and Sarofim & Co. under the relevant Management Agreement and Prior Sub-Advisory Agreement, respectively, each Fund has agreed to pay BNYM Adviser and, with respect to the Appreciation Fund and Appreciation Portfolio, Sarofim & Co., and BNYM Adviser has agreed to pay Sarofim & Co., with respect to the Tax Managed Growth Fund and Worldwide Growth Fund, out of the management fee it receives from such Fund, the fee set forth opposite the Fund's name in the following table. The table also sets forth the amount each such Fund paid BNYM Adviser and Sarofim & Co. or BNYM Adviser paid Sarofim & Co., as the case may be, for the Fund's last fiscal year.

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* The Management Agreement for the Tax Managed Growth Fund provides that BNYM Adviser (1) pay all of the Fund's expenses, except management fees, Rule 12b-1 fees and certain other expenses, including the fees and expenses of the Independent Board Members and their counsel, and (2) reduce its fee pursuant to the Management Agreement in an amount equal to the Fund's allocable portion of the fees and expenses of the Independent Board Members and their counsel (in the amount of $11,406 for the last fiscal year).

The following discussion is a description of the material terms of the New Sub-Advisory Agreement. The form of the New Sub-Advisory Agreement for the Appreciation Fund and Appreciation Portfolio is attached as Exhibit 1A and for the Tax Managed Growth Fund and Worldwide Growth Fund is attached as Exhibit 1B to this Joint Proxy Statement.

As is the case under the Prior Sub-Advisory Agreement with Sarofim & Co., as to each Fund, the New Sub-Advisory Agreement provides that, subject to the supervision and approval of BNYM Adviser and the Board, Sarofim & Co. will provide investment management of the Fund's portfolio. Sarofim & Co., among other duties, will obtain and provide investment research and supervise the Fund's investments and will conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of

the Fund's assets, including the placing of portfolio transactions for execution with either the issuer directly or with any broker or dealer, foreign currency dealer, futures commission merchant, counterparty or other entities. Sarofim & Co. also will perform certain other administrative and compliance-related functions in connection with the management of the Fund's assets. In addition, proxies of companies whose shares are held by the Fund will be voted by Sarofim & Co. pursuant to proxy voting procedures approved by the BNYM Adviser. In accordance with the New Sub-Advisory Agreement and procedures adopted by the Board, Sarofim & Co. may effect Fund portfolio transactions through a broker affiliated with the Fund, BNYM Adviser, the Fund's principal underwriter or Sarofim & Co., and the affiliated broker may receive brokerage commissions in connection therewith as permitted by applicable law. As is the case under the Prior Sub-Advisory Agreement with Sarofim & Co., as to each Fund, the New Sub-Advisory Agreement provides that Sarofim & Co. shall exercise its best judgment in rendering the services to be provided pursuant to the New Sub-Advisory Agreement.

As to each Fund, the New Sub-Advisory Agreement is subject to annual approval by the Board, including a majority of the Independent Board Members. As to each Fund, the New Sub-Advisory Agreement is terminable without penalty by: (i) BNYM Adviser on not more than 60 days' notice to Sarofim & Co.; (ii) the Board or by vote of the holders of a majority of the Fund's outstanding voting securities on not more than 60 days' notice to Sarofim & Co.; or (iii) Sarofim & Co. on not less than 90 days' notice to the Fund and BNYM Adviser. As to each Fund, the New Sub-Advisory Agreement provides that it will terminate automatically in the event of its "assignment" as such term is defined under the 1940 Act or the Investment Advisers Act of 1940, as amended. In addition, the New Sub-Advisory Agreement provides that it will terminate, as to the relevant Fund, if the Management Agreement terminates for any reason.

1a. With respect to the Appreciation Fund and Appreciation Portfolio, to approve the New Sub-Advisory Agreement between the Appreciation Fund and Sarofim & Co. and the Trust, on behalf of the Appreciation Portfolio, and Sarofim & Co., respectively.

The New Sub-Advisory Agreement was approved by the Board, including a majority of the Independent Board Members, at an in-person Board meeting held on July 21, 2022 (the "July Meeting"), which was called, among other reasons, for the purpose of approving the New Sub-Advisory Agreement. If approved by Fund shareholders, the New Sub-Advisory Agreement for the Appreciation Fund and Appreciation Portfolio will continue until September 5, 2023 and March 31, 2023, respectively, and thereafter each agreement is subject to annual approval by the Board, including a majority of the Independent Board Members.

As to each of the Appreciation Fund and Appreciation Portfolio, the New Sub-Advisory Agreement is substantially similar in material respects to the Prior Sub-Advisory Agreement. Sarofim & Co., subject to BNYM Adviser's supervision, would provide investment advisory assistance and research and the day-to-day management of the Fund's investments. The annual fee payable to Sarofim & Co. by the Fund under the New Sub-Advisory Agreement is 0.2175% of the value of the respective Fund's average daily net assets, which is the same as the fee that was payable to Sarofim & Co. by the Fund under the Prior Sub-Advisory Agreement, and the scope of services that Sarofim & Co. is required to provide in managing the Fund's portfolio pursuant to the New Sub-Advisory Agreement is the same as the scope of services provided by Sarofim & Co. in managing the Fund's portfolio pursuant to the Prior Sub-Advisory Agreement.

Agreement. In addition, the New Sub-Advisory Agreement provides that Sarofim & Co. indemnify and hold harmless the Fund (and the Trust with respect to the Appreciation Portfolio) against certain losses, claims, damages, liabilities or litigation.

Sarofim & Co. will bear all expenses incurred by it in connection with the performance of its services under the New Sub-Advisory Agreement. All other expenses to be incurred in the operation of the Fund (other than those borne by BNYM Adviser) will be borne by the Fund.

1b. With respect to each of the Tax Managed Growth Fund and Worldwide Growth Fund, to approve the New Sub-Advisory Agreement between BNYM Adviser, on behalf of the Fund, and Sarofim & Co.

The New Sub-Advisory Agreement was approved by the Board, including a majority of the Independent Board Members, at the July Meeting, which was called, among other reasons, for the purpose of approving the New Sub-Advisory Agreement. If approved by Fund shareholders, the New Sub-Advisory Agreement for the Tax Managed Growth Fund and Worldwide Growth Fund will continue until April 4, 2023 and September 5, 2023, respectively, and thereafter each agreement is subject to annual approval by the Board, including a majority of the Independent Board Members.

As to each of the Tax Managed Growth Fund and Worldwide Growth Fund, the New Sub-Advisory Agreement is substantially similar in material respects to the Prior Sub-Advisory Agreement. Sarofim & Co., subject to BNYM Adviser's supervision, would provide investment advisory assistance and research and the day-to-day management of the Fund's investments. The annual fee payable to Sarofim & Co. by BNYM Adviser under the New Sub-Advisory Agreement is 0.2175% of the value of the respective Fund's average daily net assets, which is the same as the fee that was payable to Sarofim & Co. by BNYM Adviser under the Prior Sub-Advisory Agreement, and the scope of services that Sarofim & Co. is required to provide in managing the Fund's portfolio pursuant to the New Sub-Advisory Agreement is the same as the scope of services provided by Sarofim & Co. in managing the Fund's portfolio pursuant to the Prior Sub-Advisory Agreement.

The New Sub-Advisory Agreement provides, as did the Prior Sub-Advisory Agreement, that Sarofim & Co. will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund (and the Company with respect to the Tax Managed Growth Fund), the Fund's shareholders or BNYM Adviser, except by reason of willful misfeasance, bad faith or gross negligence in the performance of Sarofim & Co.'s duties, or by reason of Sarofim & Co.'s reckless disregard of its obligations and duties, under the New Sub-Advisory Agreement. In addition, the New Sub-Advisory Agreement provides that Sarofim & Co. indemnify and hold harmless BNYM Adviser and the Fund (and the Company with respect to the Tax Managed Growth Fund), and that BNYM Adviser indemnify and hold harmless Sarofim & Co., against certain losses, claims, damages, liabilities or litigation.

Sarofim & Co. will be compensated by BNYM Adviser from the management fee that BNYM Adviser receives from the Fund. There will be no increase in the advisory fee paid by the Fund to BNYM Adviser as a consequence of the implementation of the New Sub-Advisory Agreement. Sarofim & Co. will bear all expenses incurred by it in connection with the performance of its services under the New Sub-Advisory Agreement.

To ensure that each Fund was provided with uninterrupted investment advisory services after the Effective Date, the Board, including a majority of the Independent Board Members, at the June Meeting approved the Interim Sub-Advisory Agreements, which became effective as of the Effective Date. As to

each Fund, there are no material differences between the Prior Sub-Advisory Agreement and the Interim Sub-Advisory Agreement for such Fund, except for the term and termination provisions. In accordance with the requirements of Rule 15a-4 under the 1940 Act, the Interim Sub-Advisory Agreement has a maximum term of 150 days from the Effective Date. The New Sub-Advisory Agreement will replace the Interim Sub-Advisory Agreement, with respect to the relevant Fund, if it is approved by Fund shareholders. If a Fund has not received sufficient shareholder votes to approve the New Sub-Advisory Agreement by the end of the 150-day period, the Board would take such actions as it deems to be in the best interests of the relevant Fund, which may include requesting that the Securities and Exchange Commission extend the 150-day period to enable the Fund to continue to solicit shareholders for approval of the New Sub-Advisory Agreement or making other sub-advisory or portfolio management arrangements for the Fund.

At the July Meeting, the Board, including the Independent Board Members, discussed and approved, as to each Fund, the New Sub-Advisory Agreement with Sarofim & Co., pursuant to which Sarofim & Co. would continue to provide day-to-day management of the Fund's portfolio, and agreed to recommend that shareholders of the Fund approve the New Sub-Advisory Agreement. At the June Meeting, the Board discussed the Interim Sub-Advisory Agreement in connection with the automatic termination of the Prior Sub-Advisory Agreement and the Board, including the Independent Board Members, approved, as to each Fund, the Interim Sub-Advisory Agreement with Sarofim & Co. that went into effect as of the Effective Date. BNYM Adviser recommended the approval, as to each Fund, of the Interim Sub-Advisory Agreement and the New Sub-Advisory Agreement at the respective meetings. The Board, including the Independent Board Members, considered information presented to them as part of the annual agreement review process at the 15(c) Meeting, as well as, in connection with the New Sub-Advisory Agreement, updated information about Sarofim & Co. received at the July Meeting, and concluded that approval of these agreements was in the best interests of each Fund and its shareholders.

The Prior Sub-Advisory Agreement, as to each Fund, was most recently reapproved by the Board at the respective 15(c) Meeting. At the 15(c) Meeting, the Independent Board Members requested and received information from BNYM Adviser and Sarofim & Co. they deemed reasonably necessary for their review of the Prior Sub-Advisory Agreement and the performance and services provided by Sarofim & Co. The information received by the Board included information related to the fees paid by the Fund to BNYM Adviser and Sarofim & Co., with respect to the Appreciation Fund and Appreciation Portfolio, and the fees paid by the Fund to BNYM Adviser and by BNYM Adviser to Sarofim & Co., with respect to the Tax Managed Growth Fund and Worldwide Growth Fund, among other items, in accordance with Section 15(c) of the 1940 Act. Management of BNYM Adviser believed that there were no material changes to the information presented at the 15(c) Meeting relevant to the Board's consideration of the New Sub-Advisory Agreement, other than the information about the change in control at Sarofim & Co. following the death of Mr. Sarofim as the firm's controlling shareholder. In addition, representatives of Sarofim & Co. confirmed that Sarofim & Co.'s new ownership structure was not expected to have a material impact on the nature, extent or quality of the investment advisory services that Sarofim & Co. currently provides to the Funds, and the persons responsible for portfolio management of the Fund under Sarofim & Co. were anticipated to remain (other than Mr. Fayez Sarofim) the same. It was also noted that the terms of the New Sub-Advisory Agreement were substantially similar in material respects to the respective Fund's Prior Sub-Advisory Agreement.

In connection with the July Meeting and in accordance with Section 15(c) of the 1940 Act, the Board requested, and BNYM Adviser and Sarofim & Co. provided, materials relating to the change in control of Sarofim & Co. in connection with the Board's consideration of whether to approve the New Sub-Advisory Agreement for each Fund. This included a description of Sarofim & Co.'s new ownership structure and its anticipated effects on Sarofim & Co. and its business activities and personnel. The Board

noted, as to each Fund, that the services provided under the New Sub-Advisory Agreement will be substantially identical to those provided under the Prior Sub-Advisory Agreement. In addition, the sub-advisory fee under the New Sub-Advisory Agreement will remain the same as the sub-advisory fee under the Prior Sub-Advisory Agreement. Management of BNYM Adviser and Sarofim & Co. represented that under the New Sub-Advisory Agreement there would be no diminution in services provided by Sarofim & Co. to the Funds or changes in the fees payable to BNYM Adviser or Sarofim & Co. The Board also considered the substance of discussions with representatives of BNYM Adviser and Sarofim & Co. at the 15(c) Meeting and at the July Meeting. Additionally, the Board reviewed materials supplied by counsel that were prepared for use by the Board in fulfilling its duties under state law and the 1940 Act.

In voting to approve the New Sub-Advisory Agreement, as to each Fund, the Board considered at the July Meeting whether the approval of the New Sub-Advisory Agreement would be in the best interests of the Fund and its shareholders, an evaluation based on several factors including those discussed below. At the June Meeting and the July Meeting, the Independent Board Members were represented by legal counsel that is independent of BNYM Adviser and Sarofim & Co. in connection with their consideration of approval of the Interim Sub-Advisory Agreement and the New Sub-Advisory Agreement. The factors discussed below were also considered by the Independent Board Members in executive sessions at the July Meeting during which such independent legal counsel provided guidance and a written description to the Independent Board Members of their statutory responsibilities and the legal standards that are ~~stockholders.~~ applicable to the approval of investment advisory and sub-investment advisory agreements. Based on their discussions and considerations, including those described below, the Board, including the Independent Board Members, approved for each Fund the Interim Sub-Advisory Agreement at the June Meeting and the New Sub-Advisory Agreement at the July Meeting. It is currently anticipated that the New Sub-Advisory Agreement, if approved by shareholders, will be reviewed by the Board as part of its annual review of advisory arrangements for the relevant Fund as described above.

Nature, Extent and Quality of Services to be Provided under the New Sub-Advisory Agreement. At the 15(c) Meeting, as to the relevant Fund, the Board received and considered information regarding the nature, extent and quality of services provided to the Fund by Sarofim & Co. under the Prior Sub-Advisory Agreement. The Board noted information received at regular meetings throughout the year related to the services rendered by Sarofim & Co. to the respective Fund, including the scope and quality of the investment management and other capabilities of Sarofim & Co. Based on such considerations, the Board concluded that the nature, extent and quality of the services provided by Sarofim & Co. were adequate and appropriate.

At the July Meeting, the Board received and considered information regarding the fact that the nature, extent and quality of services to be provided to the Funds by Sarofim & Co. under the New Sub-Advisory Agreement would not change as a result of Sarofim & Co.'s new ownership structure. The Board members discussed with management the portfolio management strategies of each Fund's portfolio managers and noted that there were currently no long-term or short-term plans to make changes to the management or investment policies, strategies or objective of the Fund as a result of Sarofim & Co.'s new ownership structure. The Board members considered the specific responsibilities in all aspects of the day-to-day management of the Funds by Sarofim & Co., and the fact that the persons responsible for portfolio management (with the exception of Mr. Fayez Sarofim) were anticipated to remain the same. The Board also considered that the division of responsibilities between BNYM Adviser and Sarofim & Co. would remain the same as it was under the Prior Sub-Advisory Agreement. The Board members also considered the financial resources available to Sarofim & Co. The Funds' Chief Compliance Officer discussed the compliance infrastructure of Sarofim & Co. The Board also discussed the acceptability of the terms of the New Sub-Advisory Agreement.

The Board concluded that, as to each Fund, the Fund will continue to benefit from the quality and experience of Sarofim & Co.'s investment professionals that will continue to provide services to the Fund under the New Sub-Advisory Agreement. Based on its consideration and review of the foregoing information, the Board concluded that, as to each Fund, it was satisfied with the nature, extent and quality of the sub-investment advisory services expected to be provided by Sarofim & Co.

Fund Investment Performance. The Board members considered, as to each Fund, the investment performance of Sarofim & Co. in managing the Fund's portfolio as a factor in evaluating the Interim Sub-Advisory Agreement and the New Sub-Advisory Agreement. At the 15(c) Meeting, as to the relevant Fund, the Board received and reviewed reports prepared by Broadridge Financial Solutions, Inc. ("Broadridge"), an independent provider of investment company data, which included information comparing the Fund's performance with the performance of a group of funds selected by Broadridge as comparable to the Fund (the "Performance Group") and with a broader group of funds (the "Performance Universe"), all for various periods. It was noted that, while the Board has found the Broadridge data generally useful, the Board members recognized the limitations of such data, including that the data may vary depending on the end date selected and that the results of the performance comparisons may vary depending on the selection of the peer group and its composition over time. BNYM Adviser also provided a comparison of each Fund's calendar year total returns to the returns of the Fund's benchmark index. The Board concluded that it was generally satisfied with each Fund's overall performance.

At the July Meeting, the Board reviewed, as to each Fund, updated reports prepared by Broadridge which included information comparing the Fund's performance with its Performance Group and Performance Universe, all for various periods ended May 31, 2022. The Board discussed with representatives of BNYM Adviser and Sarofim & Co. the results of the comparisons and considered the Fund's performance in light of overall financial market conditions. Where the Fund's total return performance was below the median during one or more specified periods, the Board noted the explanations from BNYM Adviser and Sarofim & Co. concerning the Fund's relative performance versus the Performance Group or Performance Universe for such periods. Based on its review, as to each Fund, the Board concluded that it continued to be generally satisfied with the Fund's historical performance under Sarofim & Co.'s management.

The Board members discussed with representatives of BNYM Adviser and Sarofim & Co. that the investment strategies employed by Sarofim & Co. in the management of each Fund's assets are expected to remain the same under the New Sub-Advisory Agreement. The Board also considered the fact that the persons responsible for portfolio management of each Fund at Sarofim & Co. would remain (with the exception of Mr. Fayez Sarofim) the same. Based on its consideration and review of the foregoing, the Board concluded that, as to each Fund, these factors supported a decision to approve the Interim Sub-Advisory Agreement and the New Sub-Advisory Agreement.

Sub-Advisory Fee and Expense Ratio. At the 15(c) Meeting, the Board reviewed and considered, as to the relevant Fund, the contractual management fee payable by the Fund to BNYM Adviser pursuant to the Management Agreement and the contractual sub-investment advisory fee payable by the Fund to Sarofim & Co., with respect to the Appreciation Fund and Appreciation Portfolio, and by BNYM Adviser to Sarofim & Co., with respect to the Tax Managed Growth Fund and Worldwide Growth Fund, pursuant to the Prior Sub-Advisory Agreement, and the sub-investment advisory services provided by Sarofim & Co. As to each Fund, the Board considered the fee paid to Sarofim & Co. in relation to the fee paid to BNYM Adviser by the Fund and the respective services provided by Sarofim & Co. and BNYM Adviser. As to each Fund, the Board also reviewed reports prepared by Broadridge which included information comparing the Fund's actual and contractual management fees and total expenses with those of the same group of funds in the Performance Group (the "Expense Group") and with a broader group of funds (the "Expense Universe"), the information for which was derived in part from fund financial statements

available to Broadridge as of the date of its analysis. The Board also reviewed the range of actual and contractual advisory fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. The Board concluded that the fees paid to Sarofim & Co. were appropriate under the circumstances and in light of the factors and the totality of the services provided.

At the July Meeting, the Board considered, as to each Fund, the proposed fee payable under the New Sub-Advisory Agreement, noting that the proposed fee would be the same as that payable under the Prior Sub-Advisory Agreement for the Fund and that, with respect to the Tax Managed Growth Fund and Worldwide Growth Fund, the proposed fee would continue to be paid by BNYM Adviser and, thus, would not impact the fees paid by such Fund. As to each Fund, the Board reviewed updated reports prepared by Broadridge which included information comparing the Fund's actual and contractual management fees and total expenses with those of its Expense Group and Expense Universe, the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Board also reviewed the range of actual and contractual advisory fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. The Board determined that the advisory fees and other expenses were reasonable in light of the nature, extent and quality of the services to be provided to the Funds under the New Sub-Advisory Agreements. The Board concluded that, as to each Fund, the fees payable to Sarofim & Co. under the New Sub-Advisory Agreement continued to be appropriate under the circumstances and in light of the factors and the totality of the services expected to be provided.

Profitability. At the 15(c) Meeting, the Board received and considered, as to the relevant Fund, a profitability analysis of BNYM Adviser and its affiliates in providing services to the Fund, noting at the time that an analysis of profitability was more appropriate in the context of the Board's consideration of the Management Agreement. BNYM Adviser representatives reviewed the expenses allocated and profit received by BNYM Adviser and its affiliates and the resulting profitability percentage for managing each Fund and the aggregate profitability percentage to BNYM Adviser and its affiliates for managing the funds in the BNY Mellon fund complex, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not excessive, given the services rendered and service levels provided by BNYM Adviser and its affiliates.

At the July Meeting, the Board noted that, as to each Fund, the fee payable to Sarofim & Co. under the Prior Sub-Advisory Agreement was the same as that payable under the New Sub-Advisory Agreement and, thus, no material impact to profitability with respect to the Fund is expected as a result of Sarofim & Co.'s new ownership structure. Therefore, the Board determined that profitability of BNYM Adviser and its affiliates should not be excessive in light of the nature, extent and quality of the services to be provided to the Funds under the New Sub-Advisory Agreements. At the July Meeting, the Board received and considered, as to each Fund, a profitability analysis of Sarofim & Co. in providing services to the Fund and concluded that the profitability results were not excessive, given the services and service levels expected to be provided by Sarofim & Co. under New Sub-Advisory Agreement.

Economies of Scale. At the 15(c) Meeting, the Board discussed, as to the relevant Fund, any economies of scale or other efficiencies that may result from increases in a Fund's assets. The Board noted that there are various ways to share potential economies of scale with Fund shareholders and that it appeared that the benefits of any economies of scale would be appropriately shared with shareholders.

At the July Meeting, the Board noted that no material impact to the analysis of economies of scale is expected as a result of Sarofim & Co.'s new ownership structure and that, to the extent in the future it were determined that material economies of scale had not been shared with a Fund, the Board would seek to have those economies of scale shared with the Fund.

Other Benefits to Sarofim & Co. At the 15(c) Meeting, the Board considered, as to the relevant Fund, potential benefits to BNYM Adviser and Sarofim & Co. from acting as investment adviser and sub-investment adviser, respectively, and took into consideration the soft dollar arrangements in effect for trading the Fund's investments. The Board noted that Sarofim & Co. is required to select brokers who met the Funds' requirements for seeking best execution, and that BNYM Adviser monitors and evaluates Sarofim & Co.'s trade execution with respect to Fund brokerage transactions on a quarterly basis and provides reports to the Board on these matters. In light of the costs of providing investment management and other services to the Funds and Sarofim & Co.'s commitment to the Funds, any other ancillary benefits that Sarofim & Co. received were considered reasonable. At the July Meeting, the Board determined that any such ancillary benefits continued to be reasonable.

After full consideration of the factors discussed above, with no single factor identified as being of paramount importance, as to each Fund, the Board, including a majority of the Independent Board Members, approved, and recommends that shareholders of the Fund approve, the New Sub-Advisory Agreement for the Fund.

As to each Fund, the approval of the New Sub-Advisory Agreement requires the affirmative vote of a majority of the Fund's outstanding voting securities (as defined in the 1940 Act). Such a majority means the affirmative vote of the holders of (a) 67% or more of the shares of the Fund present, in person or represented by proxy, at the Meeting, if the holders of more than 50% of the outstanding shares of the Fund are so present, or (b) more than 50% of the outstanding shares of the Fund, whichever is less.

THE BOARD, ALL, OR IN THE CASE OF THE COMPANY, A MAJORITY, OF WHOSE MEMBERS ARE INDEPENDENT BOARD MEMBERS, unanimously RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE New Sub-Advisory Agreement.

Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made ~~thereon. If the enclosed form of proxy is executed~~thereon, and returned, it nevertheless may be revoked by another proxy or by letter or telegram directed to the relevant Fund, which must indicate the stockholder's name and account number. To be effective, such revocation must be received prior to the relevant Fund's meeting. In addition, any stockholder who attends a meeting in person may vote by ballot at the relevant Fund meeting, thereby canceling any proxy previously given. Your Fund had outstanding the number ofif no voting instructions are given, shares ~~indicated on the Fund Exhibit accompanying, and forming a part of, these materials (the "Fund Exhibit"). It is estimated that proxy materials~~ will be mailed to stockholders of record on or about June 9, 1994. Copies of each Fund's current Annual Report have been mailed to stockholders to the extent required by applicable regulation. The principal executive offices of each Fund, other than Comstock Partners Strategy Fund, Inc., are located at 200 Park Avenue, New York, New York 10166. The principal executive offices of Comstock Partners Strategy Fund, Inc. are located at 10 Exchange Place, Jersey City, New Jersey 07302. Proposals are to be voted upon by stockholders of the Funds as follows: Proposal 1--This Proposal applies to stockholders of each Fund. ---------- Stockholders of each Fund, other than Comstock Partners Strategy Fund, Inc., will vote to approve such Fund's new investment advisory agreement with The Dreyfus Corporation ("Dreyfus"). Stockholders of Comstock Partners Strategy Fund, Inc. will vote to approve the new sub-investment advisory agreement between such Fund's investment adviser and Dreyfus. Proposal 2--This Proposal applies to stockholders of each Fund, other than ---------- Comstock Partners Strategy Fund, Inc., Dreyfus Asset Allocation Fund, Inc., Dreyfus BASIC Municipal Fund, Dreyfus Florida Municipal Money Market Fund, Dreyfus Focus Funds, Inc., Dreyfus Global Bond Fund, Inc., Dreyfus Institutional Short Term Treasury Fund, Dreyfus International Equity Fund, Inc., Dreyfus Pennsylvania Intermediate Municipal Bond Fund, Dreyfus Variable Investment Fund, Premier Insured Municipal Bond Fund and Premier State Municipal Bond Fund. These stockholders will vote to elect their Fund's Board members. Proposal 3--This Proposal applies to stockholders of each Fund, other than ---------- Comstock Partners Strategy Fund, Inc. These stockholders will vote to ratify the selection of their Fund's independent auditors. Proposal 4--This Proposal applies only to stockholders of each Fund subject ---------- to a Rule 12b-1 plan. These stockholders will vote to approve their Fund's new Rule 12b-1 plan. (To see whether your Fund has adopted a Rule 12b-1 plan, see the Fund Exhibit.) Proposal 5--This Proposal applies only to stockholders of Dreyfus Global Bond ---------- Fund, Inc. These stockholders will vote to approve the new sub-investment advisory agreement between Dreyfus and such Fund's sub-investment adviser. Proposal 6--This Proposal applies only to stockholders of Dreyfus ---------- International Equity Fund, Inc. These stockholders will vote to approve the new sub-investment advisory agreement between Dreyfus and such Fund's sub- investment adviser. Proposal 7--This Proposal applies only to stockholders of Dreyfus Strategic ---------- Growth, L.P. These stockholders will vote to approve the new sub-investment advisory agreement between Dreyfus and such Fund's sub-investment adviser. Proposal 8--This Proposal applies only to stockholders of the International ---------- Equity Portfolio of Dreyfus Variable Investment Fund. These stockholders will vote to approve the new sub-investment advisory agreement between Dreyfus and such Portfolio's sub-investment adviser. Proposal 9--This Proposal applies only to stockholders of Premier Growth ---------- Fund, Inc. These stockholders will vote to approve the new sub-investment advisory agreement between Dreyfus and such Fund's sub-investment adviser. Proposal 10--This Proposal applies only to stockholders of The Dreyfus ----------- Socially Responsible Growth Fund, Inc. These stockholders will vote to approve a new sub-investment advisory agreement between Dreyfus and NCM Capital Management Group, Inc. Proposal 11--This Proposal applies only to stockholders of The Dreyfus Third ----------- Century Fund, Inc. These stockholders will vote to approve a new sub-investment advisory agreement between Dreyfus and NCM Capital Management Group, Inc. Proposal 12--This Proposal applies only to stockholders of the following ----------- Funds in the General Family: . General California Municipal Money Market Fund . General Government Securities Money Market Fund, Inc. . General Money Market Fund, Inc. . General Municipal Bond Fund, Inc. . General Municipal Money Market Fund, Inc. . General New York Municipal Bond Fund, Inc. . General New York Municipal Money Market Fund These stockholders will vote to approve amendments to their Fund's charter to permit the issuance of additional classes of shares. Proposal 13--This Proposal applies only to stockholders of each Fund listed ----------- on Exhibit C (see page C-1). These stockholders will vote to change certain of their Fund's fundamental policies and investment restrictions. Stockholders of each Fund will vote as a single class, except as noted in respect of Proposal 4, and will vote separately on each proposal on which stockholders of that Fund are entitled to vote. If the transaction described in Proposal 1 between Dreyfus and Mellon Bank Corporation is not consummated, Proposal 1 (except as Proposal 1 relates to The Dreyfus Socially Responsible Growth Fund, Inc. ("Dreyfus Socially Responsible Fund") and The Dreyfus Third Century Fund, Inc. ("Dreyfus Third Century Fund")) and Proposals 4 through 9 will not be implemented, even if the stockholder vote necessary to adopt them is received. In all other cases, if a proposal is approved by stockholders of one Fund and disapproved by stockholders of any other Fund, the proposal will be implemented for the Fund that approved the proposal and will not be implemented for any Fund that did not approve the proposal. The transaction described in Proposal 1 between Dreyfus and Mellon Bank Corporation is conditioned, among other matters, on its approval by the Fund Boards and stockholders of Funds holding not less than 90% of the aggregate net assets as of the close of business on December 3, 1993 of all Funds managed, administered or advised by Dreyfus (excluding, for the purpose of such approvals and assets, the Funds in the First Prairie Family listed on Part II of Exhibit A, and Pacific American Fund). Therefore, it is essential that stockholders who own shares in more than one Fund complete, date, sign and return each proxy card they receive. ---- If a quorum is not present at a meeting, or if a quorum is present but sufficient votes to approve any of the proposals are not received, the persons named as proxies may propose one or more adjournments of the meeting to permit further solicitation of proxies. In determining whether to adjourn the meeting, the following factors may be considered: the nature of the proposals that are the subject of the meeting, the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to stockholders with respect to the reasons for the solicitation. Any adjournment will require the affirmative vote of a majority of those shares represented at the meeting in person or by proxy. A stockholder vote may be taken for one or more of the Funds on one or more of the proposals in this proxy statement prior to any adjournment if sufficient votes have been received for approval. PROPOSAL 1. APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND DREYFUS OR APPROVAL OF THE NEW SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN DREYFUS AND THE INVESTMENT ADVISER OF COMSTOCK PARTNERS STRATEGY FUND, INC. INTRODUCTION Under an Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") dated as of December 5, 1993, by and among Mellon Bank Corporation ("Mellon"), Mellon Bank, N.A., XYZ Sub Corporation and Dreyfus, 2 Dreyfus has agreed to merge with a subsidiary of Mellon Bank, N.A. (the "Transaction"). Upon completion of the Transaction, Dreyfus will become a wholly-owned subsidiary of Mellon Bank, N.A. and will continue to be called "The Dreyfus Corporation." Mellon is a publicly owned multibank holding company incorporated under Pennsylvania law in 1971 and registered under the Federal Bank Holding Company Act of 1956, as amended. Mellon provides a comprehensive range of financial products and services in domestic and selected international markets. Mellon's banking subsidiaries are located in the Central Atlantic states of Pennsylvania, Delaware and Maryland, and in Massachusetts, while other subsidiaries are located in key business centers throughout the United States and abroad. Mellon is currently the twenty-third largest bank holding company in the United States based on total assets of $36.6 billion as of March 31, 1994. Based on Securities and Exchange Commission ("SEC") filings, Mellon has informed the Funds that the following stockholders, who are affiliated with one another, are the only Mellon stockholders who, as of December 31, 1993, either individually or as a "group" (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended), beneficially owned more than 10% of the outstanding shares of Mellon's voting securities (comprised of common stock and Series D stock):

Mellon's principal wholly-owned subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association, Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a number of companies known as Mellon Financial Services Corporations. Mellon's banking subsidiaries engage in domestic retail banking, worldwide commercial banking, trust banking, investment management and other financial services and securities-related activities. Mellon's financial services related subsidiaries provide a broad range of bank-related services including commercial financial services, equipment leasing, data processing, residential real estate financing, commercial and consumer real estate financing, insurance premium financing, stock transfer services, cash management, mortgage servicing, and trust and investment management services. Through its subsidiaries, Mellon managed approximately $132 billion in assets as of March 31, 1994, including approximately $6 billion in mutual fund assets. As of March 31, 1994, various subsidiaries of Mellon provided non-investment services, such as custodial or administration services, for approximately $631 billion in assets, including $127 billion in mutual fund assets. Mutual fund assets under administration decreased by approximately $40 billion as a result of the sale, effective May 6, 1994, by The Boston Company, Inc., a subsidiary of Mellon, of a portion of its third party mutual fund administration business to The Shareholder Services Group, Inc. Pursuant to the terms of the Merger Agreement, upon the closing of the Transaction each share of Dreyfus common stock outstanding shall be automatically converted into the right to receive 0.88017 shares of Mellon common stock. No fractional shares of Mellon common stock will be issued. At June 1, 1994, there were 36,559,078 shares of Dreyfus common stock outstanding and the market price of Mellon common stock was $59.25 per share. As required by the Investment Company Act of 1940, as amended (the "Act"), the existing investment advisory agreement between each Fund and Dreyfus (or, for Comstock Partners Strategy Fund, Inc., the sub-investment advisory agreement between Dreyfus and Comstock Partners, Inc.) (in each case, the "Existing Agreement") provides for its automatic termination upon its "assignment." The Transaction, when consummated, would give rise to an "assignment," within the meaning of the Act, of the Existing Agreement for each Fund. The approval of the Transaction by: (1) all required governmental or regulatory authorities, (2) the stockholders of Mellon and Dreyfus, respectively, and (3) the Fund Boards and stockholders of Funds holding not less than 90% of the aggregate net assets as of the close of business on December 3, 1993 of all Funds managed, administered or advised by Dreyfus (excluding, for the purpose of such approvals and assets, the Funds in the First Prairie Family listed on Part II of Exhibit A, and Pacific American Fund) (the "90% Condition") are conditions to the consummation of the Transaction. On May 4, 1994, the Office of the Comptroller of the Currency notified Mellon that it had granted the necessary regulatory approval. On February 3, 1994, the Federal Trade Commission notified Dreyfus and Mellon that early termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, had been granted. Dreyfus and Mellon have advised that they anticipate all other regulatory approvals will 3 be obtained and that they intend to solicit approval of their respective stockholders at approximately the same time Fund stockholders will be solicited. The closing of the Transaction and, thus, the assignment, currently is scheduled to occur in the third quarter of 1994. The precise date at which any assignment of each Fund's Existing Agreement will occur, if at all, cannot now be determined. The Merger Agreement may be terminated upon certain events and may be terminated by either party if the transactions thereunder have not been consummated on or before December 31, 1994. Each Fund's Board is proposing that its stockholders approve a new investment advisory agreement between each such Fund and Dreyfus (or, as to Comstock Partners Strategy Fund, Inc., a new sub-investment advisory agreement between Dreyfus and the investment adviser of such Fund) (each, the "New Agreement"). Each New Agreement would become effective upon consummation of the Transaction, except that the New Agreement for each of Dreyfus Socially Responsible Fund and Dreyfus Third Century Fund would become effective upon stockholder approval. A description of each Fund's New Agreement and the services to be provided by Dreyfus are set forth below. This description is qualified in its entirety by reference to the New Agreement for each Fund set forth on such Fund's Fund Exhibit. Each proposed New Agreement is substantively the same as the Existing Agreement, differing only in its effective date and as otherwise noted on the relevant Fund Exhibit, except for the proposed New Agreements for Dreyfus Socially Responsible Fund and Dreyfus Third Century Fund which are described under "--Existing and New Agreements" below. The notes at the end of the New Agreement set forth on the Fund Exhibit should be reviewed carefully. For each Fund, the aggregate contractual rate chargeable for investment advisory services will remain the same (although for Dreyfus Socially Responsible Fund and Dreyfus Third Century Fund the nature of the relationship between Dreyfus and the sub-investment adviser to each of these Funds and the fee allocations will change as described below). In connection with each Fund's approval of its New Agreement, its Board considered that the terms of the Transaction do not require any change in the Fund's investment objective or policies, Dreyfus' investment management or operation of the Fund, the investment personnel managing the Fund, or the stockholder services or other business activities of the Fund. Mellon and Dreyfus have informed each Fund's Board that the Transaction is not expected to result in any such change, although no assurance can be given that such a change will not occur. Each also has advised that, at present, neither plans nor proposes to make any material changes in the business, corporate structure or composition of senior management or personnel of Dreyfus, or in the manner in which Dreyfus renders investment advisory services to each Fund. If, after the Transaction, changes in Dreyfus are proposed that might materially affect its services to a Fund, the Fund's Board will consider the effect of those changes and take such action as it deems advisable under the circumstances. Each Fund's Board also considered the effect of interpretations of applicable law relating to the permissible activities of affiliates of a bank (which Dreyfus will become after the Transaction), including that: (i) Dreyfus Service Corporation no longer would be permitted to act as each Fund's distributor (see "--Information about the Funds' Distributor"); (ii) while Dreyfus no longer would be permitted to purchase Fund shares for its account, either to provide initial capital or for other purposes, satisfactory alternative arrangements have been made; and (iii) Dreyfus would be subject to bank regulatory requirements, designed to avoid confusion between Fund shares and bank products, when marketing mutual funds. Mellon and Dreyfus advised each Fund's Board members that in their collective judgment the resulting changes in Dreyfus' operations should not have any material adverse effect on the Funds' ongoing operations or on the extent or quality of services provided to the Funds, or increase the cost to the Funds of such services. Dreyfus has informed each Fund that it proposes to comply with Section 15(f) of the Act. Section 15(f) provides a non-exclusive safe harbor for an investment adviser or any of its affiliated persons to receive any amount or benefit in connection with a change in control of the investment adviser as long as two conditions are met. First, for a period of three years after the transaction, at least 75% of the Board members of the investment company must not be interested persons of such investment adviser. Second, an "unfair burden" must not be imposed on the investment company as a result of such transaction or any express or implied terms, conditions or understandings applicable thereto. The term "unfair burden" is defined in Section 15(f) to include any arrangement during the two-year period after the transaction 4 whereby the investment adviser, or any interested person of any such adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for such investment company). Dreyfus, after due inquiry, is not aware of any express or implied term, condition, arrangement or understanding which would impose an "unfair burden" on any Fund as a result of the Transaction. Mellon has agreed that it, Dreyfus and their affiliates will take no action that would have the effect of imposing an "unfair burden" on any Fund as a result of the Transaction. Dreyfus and Mellon have undertaken to pay all costs and expenses incurred by each Fund as a result of the Transaction, including the costs of each Fund's meeting. In addition to complying with Section 15(f), Dreyfus also will comply with applicable bank regulatory requirements, which require that no officer or director of Mellon, Dreyfus or certain other Mellon subsidiaries will serve as an officer or director of any Fund. At a meeting held on the date set forth on the Fund Exhibit, each Fund's Board, including a majority of the Board members who are not "interested persons" (as defined in the Act) of any party to the New Agreement, approved the New Agreement. DREYFUS Dreyfus, located at 200 Park Avenue, New York, New York 10166, provides investment advisory services to each Fund under the terms of a separate Existing Agreement with such Fund. As to each Fund, the Existing Agreement was entered into and last approved by such Fund's Board and by its stockholders on the dates set forth on the Fund Exhibit. Dreyfus was formed in 1947, has advised The Dreyfus Fund Incorporated since that time and serves as investment adviser, sub-investment adviser or administrator for the investment companies set forth on Exhibit A. The approximate net assets of each such investment company as of May 4, 1994 and the fee payable by it to Dreyfus (as a percentage of average daily net assets) are listed on Exhibit A. Dreyfus' Chairman of the Board and Chief Executive Officer is Howard Stein. Other directors of Dreyfus are Mandell L. Berman, real estate consultant and private investor, Southfield, Michigan; Joseph S. DiMartino, Dreyfus' President and Chief Operating Officer; Alvin E. Friedman, Senior Adviser to Dillon, Read & Co. Inc., investment bankers, New York, New York; Lawrence M. Greene, legal consultant to Dreyfus; Abigail Q. McCarthy, author, lecturer, columnist, educational consultant, formerly, Founding President of the Washington Clearing House on Women's Issues, and a member of The Advisory Board of the Washington Independent Writers, Washington, D.C.; Julian M. Smerling, Vice Chairman of the Board of Directors of Dreyfus; and Dr. David B. Truman, educational consultant and past President of Mt. Holyoke College and of the Russell Sage Foundation, Hillsdale, New York. Dreyfus' common stock is listed on the New York Stock Exchange and the Pacific Stock Exchange. As of March 31, 1994, all Dreyfus' officers and directors, in the aggregate, owned 7.3% of Dreyfus' outstanding common stock. The preceding figure includes those shares held in Dreyfus' Retirement Profit- Sharing Plan (the "Profit-Sharing Plan") for the benefit of Dreyfus' officers and directors who are vested under the Profit-Sharing Plan. Nonvested shares held in the Profit-Sharing Plan for the benefit of Dreyfus' officers and directors amounted to less than 1% of Dreyfus' outstanding common stock on March 31, 1994. Total shares held in the Profit-Sharing Plan for the benefit of all participants, including officers and directors, aggregated 4% of Dreyfus' outstanding common stock on March 31, 1994. To Dreyfus' knowledge, no stockholder beneficially owned 10% or more of its outstanding common stock on that date. An audited consolidated balance sheet of The Dreyfus Corporation and Subsidiary Companies as of December 31, 1993 is set forth as Exhibit B. EXISTING AND NEW AGREEMENTS Although not necessarily identical, the Existing and New Agreements for each Fund are substantively the same, except as noted on the relevant Fund Exhibit and except for the proposed New Agreements for Dreyfus Socially Responsible Fund and Dreyfus Third Century Fund. The notes set forth at the end of the relevant Fund Exhibit should be reviewed carefully. Each Fund's New Agreement is set forth on its Fund Exhibit and a description follows. Investment Advisory Agreements The following applies to each Fund, other than Comstock Partners Strategy Fund, Inc. For each Fund, under the terms of its New Agreement, Dreyfus is required to manage the Fund's portfolio of investments in accordance with its stated policies, subject to the approval of the Fund's Board. For certain Funds, as 5 noted on the relevant Fund's Fund Exhibit, Dreyfus has engaged a sub-investment adviser to provide day-to-day portfolio management subject to Dreyfus' supervision. As a result of the Transaction, five of these arrangements will require stockholder reapproval as described in Proposals 5, 6, 7, 8 and 9. For each of Dreyfus Socially Responsible Fund and Dreyfus Third Century Fund, its Board has determined to replace the Fund's existing sub-investment adviser, Tiffany Capital Advisors, Inc. ("Tiffany"), and has approved an increase in the rate at which Dreyfus is paid so that it equals the rate previously paid to it and Tiffany, in the aggregate, and would specifically authorize Dreyfus to engage a new sub-investment adviser, at Dreyfus' cost, to provide day-to-day portfolio management, subject to Dreyfus' supervision. Dreyfus would be required to seek stockholder approval for any sub-investment adviser it employs. Dreyfus has determined to engage NCM Capital Management Group, Inc. ("NCM") to so act. The sub-investment advisory arrangements between Dreyfus and NCM for these Funds are described in Proposals 10 and 11. Dreyfus maintains a research department with a professional staff of portfolio managers and securities analysts who provide research services for each Fund. All purchases and sales of portfolio securities by a Fund are reported for its Board's review at the meeting subsequent to such transactions. For each Fund, under the terms of its New Agreement, Dreyfus will continue to pay the salaries of all officers and employees who are employed by both it and the Fund, maintain office facilities, and furnish statistical and research data, clerical help, accounting, data processing, bookkeeping and internal auditing, legal, executive (to the extent permitted by applicable regulations) and certain other required services. All expenses incurred in the operation of a Fund are borne by the Fund, except to the extent specifically assumed by Dreyfus or some other entity. These expenses are described in the New Agreement set forth on the Fund Exhibit. For each Fund, Dreyfus has agreed that if, in any fiscal year, the aggregate expenses of the Fund, exclusive of taxes, brokerage, interest on borrowings and (with the prior written consent of the necessary state securities commissions) extraordinary expenses, but including the investment advisory fee, exceed the amount provided in its New Agreement, such Fund may deduct from the fees to be paid to Dreyfus under the New Agreement, or Dreyfus will bear, such excess expense to the extent set forth therein. Such deduction or payment, if any, will be estimated daily, and reconciled and effected or paid, as the case may be, on a monthly basis. As compensation for Dreyfus' services, each Fund has agreed to pay Dreyfus a monthly fee as set forth on its Fund Exhibit. For each Fund, except Dreyfus Socially Responsible Fund and Dreyfus Third Century Fund, the rate used to determine fees payable by it pursuant to its New Agreement is identical to the rate in its Existing Agreement. All fees and expenses are accrued daily and deducted before declaration of dividends to stockholders. For each Fund, the investment advisory fees payable, the amounts by which such fees were reduced pursuant to undertakings by Dreyfus, and the net investment advisory fees paid by such Fund for its most recent fiscal year under its Existing Agreement are set forth on its Fund Exhibit. For each Fund, its New Agreement will continue automatically for successive annual periods, provided such continuance is specifically approved at least annually by (i) such Fund's Board or (ii) vote of a majority (as defined in the Act) of such Fund's outstanding voting securities and, further provided, that in either event its continuance also is approved by a majority of such Fund's Board members who are not "interested persons" (as defined in the Act) of any party to the New Agreement, by a vote cast in person at a meeting called for the purpose of voting on such approval. For each Fund, its New Agreement may be terminated without penalty, on 60 days' notice, by its Board or by vote of the holders of a majority of its outstanding voting securities, or, upon not less than 90 days' notice, by Dreyfus. Each New Agreement will terminate automatically in the event of its assignment (as defined in the Act). The New Agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard for its obligations thereunder, Dreyfus shall not be liable for any act or omission in the course of or in connection with the rendering of its services thereunder. New Agreements For The Dreyfus Socially Responsible Growth Fund, Inc. and The Dreyfus Third Century Fund, Inc. The following applies to both Funds. At a meeting held on May 26, 1994, each Fund's Board determined that employing another sub-investment adviser would be in the best interests of the Fund and its stockholders and would better serve to achieve the Fund's investment objectives. After such determination, the Fund's Board directed officers of the Fund to provide written notice to Tiffany to terminate the Fund's Sub-Investment Advisory Agreement with Tiffany and to provide written notice to Dreyfus to terminate the Fund's Existing Agreement. 6 At a meeting held on May 26, 1994, the Fund's Board, including a majority of the non-interested Board members, approved the entry by the Fund into its New Agreement and approved a new sub-investment advisory agreement between Dreyfus and NCM. The fee to be paid by the Fund to Dreyfus under its New Agreement will equal an annual rate of .75 of 1% of the value of the Fund's average daily net assets, which amount is equal to the combined fee previously paid to Dreyfus and Tiffany under the investment advisory and sub-advisory arrangements previously in effect. Dreyfus will pay NCM directly out of the fee it receives under its New Agreement. See Proposals 10 and 11 for a description of Dreyfus' agreement with NCM. In reaching its decision to approve the respective Fund's New Agreement, its Board considered, among other things, the nature and quality of the services previously and currently being provided by Dreyfus, and the nature of the services to be provided by Dreyfus under its New Agreement and by NCM under its agreement with Dreyfus. The Board of each Fund also considered the overall fee structure and concluded that the aggregate fee continues to be fair and reasonable to its Fund's stockholders. The New Agreement for each Fund is set forth on its Fund Exhibit. Fund stockholders should review carefully the New Agreement and the accompanying notes included at the end of the Fund Exhibit. It is proposed that the New Agreement for each of Dreyfus Socially Responsible Fund and Dreyfus Third Century Fund would become effective upon stockholder approval. The approval sought by these proxy materials also will cover the New Agreements if they are deemed terminated by the Transaction. Sub-Investment Advisory Agreement For Comstock Partners Strategy Fund, Inc. The Existing and New Agreements for Comstock Partners Strategy Fund, Inc. are substantially identical except for their dates. Under the Existing Agreement for this Fund, Dreyfus manages the short-term cash and cash equivalent investments of the Fund and provides investment research and other advice regarding the Fund's portfolio. Dreyfus also provides general advice regarding economic factors and trends, including statistical and other factual information. For such services, at no cost to the Fund, Comstock Partners, Inc., the Fund's investment adviser ("Comstock Partners"), pays Dreyfus a monthly fee at an annual rate of .15% of the Fund's average daily net assets. For the fiscal year ended April 30, 1994, sub-investment advisory fees paid by Comstock Partners to Dreyfus amounted to $858,128. In connection with being retained as a sub-investment adviser to Dreyfus Capital Value Fund, Inc., Comstock Partners and Dreyfus entered into an agreement not to compete. The agreement provides that if Comstock Partners acts as an investment adviser to a registered closed-end investment company, which Comstock Partners Strategy Fund, Inc. was before it converted into an open-end investment company, Comstock Partners will pay Dreyfus a fee at the annual rate of not less than .10% of such closed-end investment company's average net assets. So long as the New Agreement for this Fund is in effect, Comstock Partners will be deemed to have satisfied its obligation to make payments with respect to Comstock Partners Strategy Fund, Inc. under such agreement not to compete. The New Agreement for Comstock Partners Strategy Fund, Inc. is set forth on its Fund Exhibit. Fund stockholders should review carefully the New Agreement and the accompanying notes included at the end of the Fund Exhibit. PORTFOLIO TRANSACTIONS With respect to each Fund denominated as "Money Market" on its Fund Exhibit, portfolio securities ordinarily are purchased directly from the issuer or from an underwriter or a market maker for the securities. Usually no brokerage commissions are paid by these Funds for such purchases. Purchases from underwriters of portfolio securities may include a concession paid by the issuer to the underwriter and the purchase price paid to, and sales price received from, market makers for the securities may reflect the spread between the bid and asked price. No brokerage commissions have been paid by any of these Funds to date. With respect to each Fund denominated as "Bond" on its Fund Exhibit, portfolio securities ordinarily are purchased from and sold to parties acting as either principal or agent. Newly-issued securities ordinarily are purchased directly from the issuer or from an underwriter; other purchases and sales usually are placed with those dealers from which it appears that the best price or execution will be obtained. Usually no brokerage commissions, as such, are paid by these Funds for such purchases and sales, although the price paid usually includes an undisclosed compensation to the dealer acting as agent. The prices paid to underwriters of newly-issued securities usually include a concession paid by the issuer 7 to the underwriter, and purchases of after-market securities from dealers ordinarily are executed at a price between the bid and asked price. No brokerage commissions have been paid by any of these Funds to date. With respect to each Fund denominated as "Equity" on its Fund Exhibit, allocation of brokerage transactions, including their frequency, is made in the investment adviser's best judgment and in a manner deemed fair and reasonable to stockholders. Brokers also are selected because of their ability to handle special executions such as are involved in large block trades or broad distributions, provided the primary consideration is met. Large block trades, in certain cases, may result from two or more clients Dreyfus might advise being engaged simultaneously in the purchase or sale of the same security. The brokerage commissions paid by each of these Funds during its last fiscal year is set forth on its Fund Exhibit. With respect to Comstock Partners Strategy Fund, Inc., Dreyfus engages in portfolio transactions only with respect to certain short-term instruments. Such portfolio transactions are conducted in the manner described above with respect to Funds denominated as "Money Market" on their Fund Exhibits. Transactions are allocated to various dealers by each Fund's Investment Officers in their best judgment. The primary consideration is prompt and effective execution of orders at the most favorable price. Subject to that primary consideration, dealers may be selected for research, statistical or other services to enable the Fund's investment adviser to supplement its own research and analysis with the views and information of other securities firms. In certain circumstances, sales of Fund shares by a broker may be taken into consideration. If during a Fund's last fiscal year, transactions in newly issued debt obligations in fixed price public offerings were directed to an underwriter or underwriters because of, among other things, research services provided, the amount of such transactions are set forth on its Fund Exhibit. Similarly, if during a Fund's last fiscal year, Dreyfus, as such Fund's investment adviser, directed the Fund's brokerage transactions to a broker or brokers because of research services provided, the amount of such transactions and related commissions are set forth on its Fund Exhibit. No brokerage commissions have been paid by a Fund to its distributor. Research services furnished by brokers through which a given Fund effects securities transactions may be used by Dreyfus (and, for Funds with sub- investment advisers, the sub-investment adviser) in advising other funds it advises and, conversely, research services furnished to Dreyfus (and, if applicable, the sub-investment adviser) by brokers in connection with other funds Dreyfus (and, if applicable, the sub-investment adviser) advises may be used by Dreyfus (and, if applicable, the sub-investment adviser) in advising that Fund. Although it is not possible to place a dollar value on these services, it is the opinion of Dreyfus that the receipt and study of such services should not reduce the overall expenses of its research department. INFORMATION ABOUT THE FUNDS' DISTRIBUTOR Dreyfus Service Corporation ("DSC"), a wholly-owned subsidiary of Dreyfus, currently acts as the exclusive distributor of each open-end Fund's shares. Each such Fund currently sells shares on a continuous basis through DSC, as agent. DSC is not obligated to sell a particular amount of shares. DSC has offices at 200 Park Avenue, New York, New York 10166. To comply with various regulatory requirements applicable as a result of the Transaction, effective upon the consummation of the Transaction, Premier Distributor, Inc., located at One Exchange Place, Boston, Massachusetts 02109, will serve as each open-end Fund's distributor (the "New Distributor"). The New Distributor is a subsidiary of Institutional Administration Services, Inc., the parent company of which is Boston Institutional Group, Inc. Institutional Administration Services, Inc. provides mutual fund administration services. Each such Fund will sell its shares on a continuous basis through the New Distributor, as agent. The New Distributor will not be obligated to sell a particular amount of shares. SHAREHOLDER SERVICES PLANS Each Fund designated on its Fund Exhibit as being subject to a "Reimbursement Plan" is subject to a Shareholder Services Plan pursuant to which the Fund has agreed to reimburse DSC an amount not to exceed an annual rate of .25 of 1% of the value of the Fund's average daily net assets for certain allocated expenses of providing personal services to, and/or maintaining accounts of, stockholders. The services provided may include personal services relating to stockholder accounts, such as answering stockholder inquiries regarding the Fund and providing reports and other 8 information, and services related to the maintenance of stockholder accounts. These Shareholder Services Plans are not adopted under Rule 12b-1 under the Act and do not require any stockholder vote. The amount each such Fund reimbursed to DSC in respect of its last fiscal year under a Shareholder Services Plan is set forth on its Fund Exhibit. LEGAL PROCEEDINGS PERTAINING TO THE TRANSACTION Class Action by Fund Stockholders On March 23, 1994, two stockholders of Dreyfus Liquid Assets, Inc. ("Dreyfus Liquid Assets") and Dreyfus Growth Opportunity Fund, Inc. ("Dreyfus Growth") filed a complaint in the Supreme Court of the State of New York, County of Queens, naming Dreyfus and DSC as defendants, and Dreyfus Liquid Assets and Dreyfus Growth, individually and as representatives of the management investment companies for which Dreyfus serves as investment adviser under the Act, as nominal defendants. The complaint is brought derivatively on behalf of Dreyfus Liquid Assets and Dreyfus Growth, individually and as representatives of The Dreyfus Family of Funds. In the complaint, the plaintiffs allege, among other things, that Dreyfus and DSC violated their fiduciary duties by receiving pecuniary benefits from the sale of their "trust offices" in connection with the Transaction. The plaintiffs allege that the Transaction would not satisfy the requirements of Section 15(f) of the Act so as to permit Dreyfus to derive a benefit from the assignment of Dreyfus' management contracts with the Funds because allegedly (i) 75% of the various Funds' Boards are not "non-interested" persons within the meaning of the Act, and (ii) the Transaction will impose an "unfair burden" on the Funds. Plaintiffs allege that many of the "non-interested" Board members serve on multiple Boards of Funds and thereby earn substantial sums of money for limited work and have close business relationships with Dreyfus, and therefore are "interested" within the meaning of the Act. The plaintiffs further allege that Dreyfus and DSC breached their respective fiduciary duties by charging the Funds excessive fees of at least $55 million, in order to maximize profits earned from the sale of the "trust offices," and by acting solely to maximize their own profits through the proposed sale of the "trust offices" to Mellon, in violation of Section 15(f) of the Act. Consequently, the plaintiffs allege that the Transaction would impose an "unfair burden" on the Funds. The action seeks, among other things, to enjoin Dreyfus and DSC from selling the profits from the "trust offices" to Mellon, or, in the event that the Transaction is consummated, a rescission or accounting of all profits earned by Dreyfus and DSC as a result of the sale of the "trust offices," unspecified compensatory damages, costs and disbursements. On April 12, 1994, defendants removed this action to the United States District Court for the Eastern District of New York. Dreyfus believes that the complaint lacks merit and intends to defend it vigorously. Class Action by Dreyfus Stockholders Six purported class action suits by six public stockholders of Dreyfus were filed in December 1993 in the Supreme Court of the State of New York, County of New York, naming Dreyfus, Mellon and the individual directors of Dreyfus as defendants. In these complaints, plaintiffs allege, among other things, that Dreyfus and its directors breached their fiduciary duties to the public stockholders of Dreyfus by agreeing to the sale of Dreyfus at a price which does not maximize stockholder value; failing to include a collar, or other form of price protection; placing the defendants' interests above those of Dreyfus' stockholders; including in the Merger Agreement a $50 million termination fee; and failing to create the conditions for an open and vigorous auction of Dreyfus. The complaint seeks injunctive relief as well as compensatory and punitive damages. Dreyfus believes that these complaints lack merit and intends to defend them vigorously. Application Filed with the SEC On December 22, 1993, six stockholders of various Funds filed an application with the SEC for a statutory determination that the "independent" Board members of the Funds are "interested" Board members within the meaning of the Act, thereby prohibiting them from voting on each Fund's New Agreement and other related matters in connection with the Transaction (the "Application"). On April 1, 1994, the SEC rejected the Application. In the Application, the applicants alleged, among other things, that (i) many of the "independent" Board members serve on multiple boards of 9 Funds, (ii) as a result of such service, such Board members earn material sums of money for very limited services, (iii) such Board members have material business or professional relationships with Dreyfus, and (iv) these Board members, therefore, are "interested." The Application further claimed that common service on multiple boards with "interested" Board members who are employees of Dreyfus renders the "independent" Board members "interested." The applicants also alleged that since the "independent" Board members of the Funds are "interested," the Board members are not qualified to make decisions on behalf of the Funds. Applicants further noted that as a result of the Transaction, the Existing Agreements will terminate. Applicants contended that truly independent Board members might well be in a position to bargain for possibly more advantageous terms in the New Agreements than had been negotiated with respect to the Existing Agreements. In the Application, applicants sought (i) a hearing before the SEC to consider the Application, (ii) discovery from Dreyfus and Mellon prior to such hearing, as such is permitted under the Administrative Procedure Act, and (iii) an order to Dreyfus to cease and desist any efforts to obtain approval by the Funds' stockholders or the Funds' Boards of the Transaction or pending the hearing and a final ruling on the Application by the SEC. The SEC determined that the Applicants did not have a right to initiate a hearing; rather, the discretion to initiate such a hearing rests with the SEC, and the SEC determined not to hold a hearing. The "independent" Board members opposed the Application on the grounds that (i) the Board members are not interested persons within the meaning of Section 2(a)(19) of the Act, and (ii) the legislative history, court and SEC decisions, and industry practice all recognize that service on multiple boards within a mutual fund complex does not render a Board member "interested" within the meaning of the Act. REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION Approval of its New Agreement with respect to each Fund will require the affirmative vote of a "majority of the outstanding voting securities" of such Fund (or Series, for Series Funds), which for this purpose means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of such Fund (or Series) or (2) 67% or more of the shares of such Fund (or Series) present at the meeting if more than 50% of the outstanding shares of such Fund (or Series) are represented at the meeting in person or by proxy (a "Majority Vote"). If the stockholders of a Fund do not approve the New Agreement, Mellon and Dreyfus nevertheless intend to proceed with the Transaction (assuming all conditions precedent, including the 90% Condition, have been satisfied or waived) and, in such case, the Fund's Existing Agreement will terminate automatically. In that event, the Fund's Board will take such further action as it may deem to be in the best interests of the Fund's stockholders. To provide for the possibility that the Transaction may be consummated before an effective stockholder vote has been received from one or more Funds, the Funds intend to apply for exemptive relief from the SEC to permit, without formal stockholder approval, (i) implementation of the New Agreements (other than for Dreyfus Socially Responsible Fund and Dreyfus Third Century Fund), (ii) continuation of the Existing Agreements for Dreyfus Socially Responsible Fund and Dreyfus Third Century Fund and (iii) implementation of the new sub- investment advisory agreements between Dreyfus and the sub-investment advisers of Dreyfus Global Bond Fund, Inc., Dreyfus International Equity Fund, Inc., Dreyfus Strategic Growth, L.P., the International Equity Portfolio of Dreyfus Variable Investment Fund and Premier Growth Fund, Inc. The requested exemption would cover an interim period of not more than 120 days (the "Interim Period") beginning on the date of consummation of the Transaction, and continuing through the date the New Agreements and sub-investment advisory agreements are approved or disapproved by the stockholders of the respective Funds. No assurance can be given that the Funds will receive the necessary regulatory approval to permit implementation of the New Agreements and new sub-investment advisory agreements or continuation of the Existing Agreements for Dreyfus Socially Responsible Fund and Dreyfus Third Century Fund during the Interim Period, although substantially similar arrangements proposed by other investment companies have received regulatory approval in the past. THE BOARD OF EACH FUND, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL. 10 PROPOSAL 2. ELECTION OF BOARD MEMBERS STOCKHOLDERS OF EACH FUND, OTHER THAN COMSTOCK PARTNERS STRATEGY FUND, INC., DREYFUS ASSET ALLOCATION FUND, INC., DREYFUS BASIC MUNICIPAL FUND, DREYFUS FLORIDA MUNICIPAL MONEY MARKET FUND, DREYFUS FOCUS FUNDS, INC., DREYFUS GLOBAL BOND FUND, INC., DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND, DREYFUS INTERNATIONAL EQUITY FUND, INC., DREYFUS PENNSYLVANIA INTERMEDIATE MUNICIPAL BOND FUND, DREYFUS VARIABLE INVESTMENT FUND, PREMIER INSURED MUNICIPAL BOND FUND AND PREMIER STATE MUNICIPAL BOND FUND, VOTE ON THIS PROPOSAL. It is proposed that stockholders of each Fund to which this Proposal relates consider the election as Board members of the individuals (the "Nominees") listed in Part B of the Fund Exhibit pertaining to their Fund. Biographical information about the Nominees and other relevant information is set forth on such Fund Exhibit. The persons named in the accompanying form of proxy intend to vote each such proxy "FOR" the election of the Nominees, unless stockholders specifically indicate on their proxies the desire to withhold authority to vote for elections to office. 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 reserve the right to substitute another person or persons of their choice as nominee or nominees. Each Nominee has consented to being named in this proxy statement and has agreed to serve as a Board member if elected. If the Transaction is consummated, to comply with then applicable bank regulatory requirements, each Nominee who currently is a director, officer or employee of Dreyfus or any subsidiary or affiliate, other than David W. Burke (who has advised that he will resign from his offices in Dreyfus upon consummation of the Transaction) as respects certain Funds, will resign as a Board member. Similarly, to comply with bank regulatory requirements, each Fund officer listed in Part B of the Fund Exhibit who is a director, officer or employee of Dreyfus or any subsidiary or affiliate will resign as an officer of the Fund if the Transaction is consummated. Employees of the New Distributor will serve as Fund officers, other than the Investment Officers. The Fund's Investment Officers will remain the same. Except as provided on the Fund Exhibit, none of the Funds has a standing audit or compensation committee or any committees performing similar functions. The audit committee, where appointed, of a Fund reviews the Fund's financial statements and other audit-related matters as they arise throughout the year. Except as provided on its Fund Exhibit, each Fund has a standing nominating committee comprised of its Board members who are not "interested persons" of the Fund, the function of which is to select and nominate all candidates who are not "interested persons" for election to the Fund's Board. Except as set forth on its Fund Exhibit, Board members and officers of a Fund, in the aggregate, owned less than 1% of such Fund's outstanding shares. REMUNERATION OF BOARD MEMBERS, OFFICERS AND OTHERS The Funds do not pay any remuneration to their officers and Board members, other than fees and expenses to Board members who are not officers, directors, employees or holders of 5% or more of the outstanding voting securities of Dreyfus. The Funds typically pay Board members an annual retainer and a per meeting fee and reimburse them for their expenses. For each Fund's most recent fiscal year, the number of Board meetings that were held, the schedule of fees payable by the Fund to Board members and the amount of fees and expenses received by Board members as a group are set forth on its Fund Exhibit. REQUIRED VOTE For each Fund, election of each of the Nominees listed in Part B of its Fund Exhibit requires the affirmative vote of a plurality of the votes cast at the Fund's meeting. 11 PROPOSAL 3. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS STOCKHOLDERS OF EACH FUND, OTHER THAN COMSTOCK PARTNERS STRATEGY FUND, INC., VOTE ON THIS PROPOSAL. The Act requires that each Fund's independent auditors be selected by a majority of those Board members who are not "interested persons" (as defined in the Act) of the Fund and that the employment of such independent auditors be conditioned on the right of the Fund, by vote of a majority of its outstanding securities at any meeting called for that purpose, to terminate such employment forthwith without penalty. Each Fund's Board, including a majority of its members who are not "interested persons" of such Fund, approved the selection of Ernst & Young (the "Auditors") for such Fund's current fiscal year at a Board meeting held on the date set forth on its Fund Exhibit. The selection by the Board of the Auditors as independent auditors for the current fiscal year is submitted to the stockholders for ratification. Apart from its fees as independent auditors and certain consulting fees, neither the Auditors nor any of its partners has a direct, or material indirect, financial interest in any Fund or Dreyfus. The Auditors, a major international independent accounting firm, have been the auditors of each Fund since its inception (except General New York Municipal Bond Fund, Inc. for which they have been auditors since November 1, 1987). Each Fund's Board believes that the continued employment of the services of the Auditors for the current fiscal year would be in the Fund's best interests. A representative of the Auditors is expected to be present at each Fund's meeting and will have the opportunity to make a statement and will be available to respond to appropriate questions. EACH FUND'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF THE AUDITORS AS INDEPENDENT AUDITORS OF THE FUND. PROPOSAL 4. APPROVAL OF RULE 12B-1 PLANS ONLY THE STOCKHOLDERS OF FUNDS CURRENTLY SUBJECT TO RULE 12B-1 PLANS VOTE ON THIS PROPOSAL. INTRODUCTION Rule 12b-1 (the "Rule"), adopted by the SEC under the Act, provides, among other things, that an investment company may bear expenses of distributing its shares only pursuant to a plan (a "12b-1 Plan") adopted in accordance with the Rule. Four different types of 12b-1 Plans are in effect with respect to the Funds. Each type is described below. The Fund Exhibit indicates the type of 12b-1 Plan, if any, to which each Fund is subject and the amount each such Fund has paid under its 12b-1 Plan during its last fiscal year. To comply with various regulatory requirements applicable as a result of the Transaction, it is proposed that, effective upon the consummation of the Transaction, each of the 12b-1 Plans be amended as described below. The principal change results from the appointment of the New Distributor to replace DSC as each Fund's distributor and the payment to it of certain amounts under the 12b-1 Plans. In no case is the rate a Fund pays under its 12b-1 Plan proposed to be increased. A form of proposed 12b-1 Plan (each, a "New Plan") applicable to each Fund currently subject to a Rule 12b-1 Plan is included as a part of its Fund Exhibit. Stockholders should review the Fund Exhibit to determine the type of 12b-1 Plan, if any, applicable to their Funds and review the applicable section below that describes the relevant 12b-1 Plan. TYPE 1 PLANS Existing Plan. Each Fund adopting this type of Rule 12b-1 Plan pays DSC for advertising, marketing and distributing the Fund's shares and for Servicing (as defined below) at the annual rate set forth on its Fund Exhibit. Under the 12b- 1 Plan, DSC makes payments to certain financial institutions, securities dealers and other industry professionals (collectively, "Service Agents") for administration, for servicing Fund stockholders who also are their clients and/or for distribution. Service Agents receive such fees in respect of the average daily value of the Fund's shares owned by stockholders for whom the Service Agent performs Servicing or for whom the Service Agent is the dealer or holder of record. The 12b-1 Plan also provides that Dreyfus may pay Service Agents for Servicing out of its management fee, its past profits or any other source available to it. The fees payable to DSC under the 12b-1 Plan for advertising, marketing 12 and distributing the Fund's shares and for payments to Service Agents are payable without regard to actual expenses incurred. Proposed New Plan. Each Fund that had adopted a Type 1 Plan has adopted a New Plan, subject to stockholder approval, under which it will (a) reimburse the New Distributor for payments to third parties for distributing the Fund's shares and servicing stockholder accounts and (b) pay Dreyfus, DSC or any affiliate for advertising and marketing relating to the Fund and for servicing stockholder accounts. Certain ancillary costs are borne pursuant to the New Plan. See "Applicable to Type 1 Plans, Certain Type 2 Plans and Type 3 Plans-- Ancillary Costs" below. The rate payable by each Fund under its New Plan is the same as it pays under its existing 12b-1 Plan. Under the New Plan, the New Distributor, Dreyfus and DSC are permitted to pay Service Agents. TYPE 2 PLANS Existing Plan. Each Fund adopting this type of 12b-1 Plan pays DSC for advertising, marketing and distributing Fund shares at the annual rate set forth on its Fund Exhibit. Under the 12b-1 Plan, DSC may make payments to Service Agents in respect of these services. Service Agents receive such fees in respect of the average daily value of Fund shares owned by their clients. The fees payable to DSC under the 12b-1 Plan for advertising, marketing and distributing Fund shares and for payments to Service Agents are payable without regard to actual expenses. As indicated on the Fund Exhibit, some of the Funds have adopted this type of 12b-1 Plan only with respect to their Class B shares. Each of these Funds also has adopted a Shareholder Services Plan (which is not subject to the Rule) under which the Fund pays DSC for the provision of certain services to Fund stockholders a fee at the annual rate of .25 of 1% of the value of the Fund's average daily net assets. The services provided may include personal services relating to stockholder accounts, such as answering stockholder inquiries regarding the Fund and providing reports and other information, and services related to the maintenance of stockholder accounts. DSC may make payments to Service Agents in respect of these services. DSC determines the amounts to be paid to Service Agents. The Shareholder Services Plan is not subject to stockholder vote. The amount each such Fund paid under its Shareholder Services Plan during its last fiscal year is set forth on its Fund Exhibit. Proposed New Plan. Each of Dreyfus Asset Allocation Fund, Inc., Dreyfus Focus Funds, Inc., Dreyfus Global Bond Fund, Inc. and Dreyfus International Equity Fund, Inc. has adopted a New Plan, subject to stockholder approval, under which it would (a) reimburse the New Distributor for payments to third parties for distributing the Fund's shares and (b) pay Dreyfus, DSC or any affiliate for advertising and marketing relating to the Fund. Certain ancillary costs are borne pursuant to the New Plan. See "Applicable to Type 1 Plans, Certain Type 2 Plans and Type 3 Plans--Ancillary Costs" below. The rate payable by each Fund under its New Plan is the same as it pays under its existing 12b-1 Plan. Under the New Plan, the New Distributor may pay third parties in respect of distribution services. Each of Dreyfus Capital Value Fund (A Premier Fund), Premier Global Investing, Dreyfus Strategic Investing, Premier Growth Fund, Inc., Premier Insured Municipal Bond Fund, Premier State Municipal Bond Fund, Premier California Municipal Bond Fund, Premier GNMA Fund, Premier New York Municipal Bond Fund and Premier Municipal Bond Fund has adopted a New Plan, subject to stockholder approval, under which it would pay the New Distributor for distributing the Fund's Class B shares a fee at the annual rate set forth on its Fund Exhibit. The rate payable by each Fund under its New Plan is the same as each Fund pays under its existing 12b-1 Plan. TYPE 3 PLANS (Only Dreyfus Appreciation Fund, Inc., General Government Securities Money Market Fund, Inc. and General Money Market Fund, Inc.) Existing Plan. Each Fund adopting this type of 12b-1 Plan directly bears the costs of preparing, printing and distributing prospectuses and statements of additional information and of implementing and operating the 12b-1 Plan. In addition, DSC has entered into service agreements with Service Agents who receive fees in respect of the Fund's shares owned by stockholders for whom the Service Agent is the dealer or holder of record, or for whom the Service Agent performs Servicing. These fees are paid: first, in amounts to be reimbursed by the Fund to Dreyfus or DSC, and described in the next sentence; and next, by Dreyfus out of its investment advisory fee, its past profits or any other source available to it. The Fund reimburses Dreyfus or DSC, as the case may be, for payments made to a Service Agent at the annual 13 rate set forth on the Fund Exhibit of the average daily value of the Fund shares owned by clients of such Service Agent during the period payments for Servicing are being made to it. DSC is entitled to receive a similar fee for Servicing in respect of stockholders that cease being clients of a Service Agent. The fees payable for Servicing are payable without regard to actual expenses incurred. Proposed New Plan. Each Fund that had adopted a Type 3 Plan has adopted a New Plan, subject to stockholder approval, under which (a) the New Distributor would pay for distributing the Fund's shares and servicing stockholder accounts and (b) Dreyfus, DSC or any affiliate would pay for servicing stockholder accounts. Each would be reimbursed by the Fund at the same aggregate annual rate as under the existing 12b-1 Plan. Certain ancillary costs are borne pursuant to the New Plan. See "Applicable to Type 1 Plans, Certain Type 2 Plans and Type 3 Plans--Ancillary Costs" below. Under the New Plan, the New Distributor, Dreyfus and DSC are permitted to pay Service Agents and DSC is permitted to be a Service Agent and be reimbursed by the New Distributor. TYPE 4 PLANS (Only Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management, Dreyfus Institutional Short Term Treasury Fund, Dreyfus Municipal Cash Management Plus, Dreyfus New York Municipal Cash Management, Dreyfus Tax Exempt Cash Management, Dreyfus Treasury Cash Management and Dreyfus Treasury Prime Cash Management) Existing Plan. Each Fund adopting this type of 12b-1 Plan pays DSC, out of the assets attributable to its Class B shares only, for advertising, marketing and distributing Class B shares and for the provision of certain services to the holders of Class B shares a fee at the annual rate of .25 of 1% of the value of the average daily net assets of Class B. The services provided may include personal services relating to stockholder accounts, such as answering stockholder inquiries regarding the Fund and providing reports and other information, and services related to the maintenance of such stockholder accounts. Under the 12b-1 Plan, DSC may make payments to Service Agents in respect of these services. DSC determines the amounts to be paid to Service Agents. The fees payable to DSC under the 12b-1 Plan for advertising, marketing and distributing Class B shares and for payments to Service Agents are payable without regard to actual expenses incurred. Proposed New Plan. Each Fund that had adopted a Type 4 Plan has adopted a New Plan, subject to stockholder approval, under which the Fund would (a) reimburse the New Distributor for payments to third parties for distributing the Fund's Class B shares and (b) pay Dreyfus, DSC or any affiliate for advertising or marketing relating to the Fund's Class B shares and for providing certain services relating to Class B stockholder accounts, such as answering stockholder inquiries regarding the Fund and providing reports and other information, and services relating to the maintenance of stockholder accounts. The rate payable by each Fund under its New Plan is the same as it pays under its existing 12b-1 Plan. Under the New Plan, the New Distributor, Dreyfus and DSC are permitted to pay Service Agents. APPLICABLE TO TYPE 1 PLANS AND TYPE 3 PLANS Servicing may include, among other things, one or more of the following: answering client inquiries regarding the Fund; assisting clients in changing dividend options, account designations and addresses; performing subaccounting; establishing and maintaining stockholder accounts and records; processing purchase and redemption transactions; investing client cash account balances automatically in Fund shares; providing periodic statements showing a client's account balance and integrating such statements with those of other transactions and balances in the client's other accounts serviced by the Service Agent; arranging for bank wires; and such other services as the Fund may request, to the extent the Service Agent is permitted by applicable statute, rule or regulation. APPLICABLE TO TYPE 1 PLANS, CERTAIN TYPE 2 PLANS AND TYPE 3 PLANS--ANCILLARY COSTS (Applicable to Existing and New Plans for each Fund subject to a Type 1 Plan or a Type 3 Plan and for each of Dreyfus Asset Allocation Fund, Inc., Dreyfus Focus Funds, Inc., Dreyfus Global Bond Fund, Inc. and Dreyfus International Equity Fund, Inc.) The Fund bears the costs of preparing and printing prospectuses and statements of additional information used for regulatory purposes and for distribution to existing Fund stockholders. Under the 12b-1 Plan, the Fund or a particular Class, as the case may be, bears (a) the costs of preparing, printing and distributing prospectuses and statements of 14 additional information used for other purposes and (b) the costs associated with implementing and operating the 12b-1 Plan, the aggregate of such amounts not to exceed in any fiscal year of the Fund the greater of $100,000 or .005 of 1% of the value of the average daily net assets of the Fund or Class for such fiscal year. REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION Approval of the New Plan with respect to each Fund, except Funds adopting a New Plan with respect to a particular Class of shares only, will require a Majority Vote. For Funds adopting a New Plan with respect to a particular Class of shares only, approval of the New Plan will require a Majority Vote of only that Class of shares. If the stockholders of a Fund do not approve its New Plan, that Fund's Board would consider alternative distribution arrangements for the Fund. In that event, the Fund's Board will take such further action as it may deem to be in the best interests of the Fund's stockholders. THE BOARD OF EACH FUND, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL. PROPOSAL 5. APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT FOR DREYFUS GLOBAL BOND FUND, INC. ONLY THE STOCKHOLDERS OF DREYFUS GLOBAL BOND FUND, INC. VOTE ON THIS PROPOSAL. Dreyfus serves as investment adviser to Dreyfus Global Bond Fund, Inc. ("DGBF") under an Existing Agreement described under Proposal 1. It has engaged M&G Investment Management Limited ("M&G"), located at Three Quays Tower Hill, London EC3R 6BQ, England, to serve as DGBF's sub-investment adviser under a sub-investment advisory agreement (the "Existing DGBF Agreement"). As of March 31, 1994, M&G managed approximately $20.9 billion in assets. The Existing DGBF Agreement provides, in relevant part, for its automatic termination if Dreyfus' Existing Agreement in respect of DGBF terminates, which will occur if the Transaction is consummated. Accordingly, at the Board meeting at which DGBF's New Agreement was considered, DGBF's Board considered the approval of a sub-investment advisory agreement identical to the Existing DGBF Agreement (the "New DGBF Agreement"), except with respect to its date. A copy of the New DGBF Agreement is set forth on DGBF's Fund Exhibit. The New DGBF Agreement provides that M&G, subject to Dreyfus' supervision and approval, will provide investment advisory assistance and the day-to-day management of DGBF's investments, as well as investment research and statistical information. The fee payable under the New DGBF Agreement is the same as in the Existing DGBF Agreement. For the period from March 18, 1994 (commencement of operations) through April 30, 1994, no sub-investment advisory fee was paid by Dreyfus to M&G under the Existing DGBF Agreement pursuant to an undertaking in effect. The following persons are officers and/or directors of M&G: Laurence E. Linaker, Chairman of the Board of Directors; David L. Morgan, Managing Director and a director; John P. Allard, John W. Boeckmann, Gordon P. Craig, Robert A.R. Hayes, Richard S. Hughes, David J. Hutchins, Peter D. Jones, James R.D. Korner, Michael G.A. McLintock, Ewen A. Macpherson, Paul R. Marsh, Nigel D. Morrison, Roger D. Nightinghale, Paul D.A. Nix, William J. Nott, Neil A. Pegrum, Duncan N. Robertson, J. Christopher Whitaker, directors; and Anthony J. Ashplant, Secretary. An audited consolidated balance sheet of M&G as of September 30, 1993 is included in DGBF's Fund Exhibit. DGBF's portfolio transactions are undertaken as described in Proposal 1. REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION A Majority Vote is required to approve the New DGBF Agreement. The consequence of failure to obtain the requisite vote is as set forth in Proposal 1. 15 DGBF'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL. PROPOSAL 6. APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT FOR DREYFUS INTERNATIONAL EQUITY FUND, INC. ONLY THE STOCKHOLDERS OF DREYFUS INTERNATIONAL EQUITY FUND, INC. VOTE ON THIS PROPOSAL. Dreyfus serves as investment adviser to Dreyfus International Equity Fund, Inc. ("DIEF") under an Existing Agreement described under Proposal 1. It has engaged M&G Investment Management Limited ("M&G"), located at Three Quays Tower Hill, London EC3R 6BQ, England, to serve as DIEF's sub-investment adviser under a sub-investment advisory agreement (the "Existing DIEF Agreement"). As of March 31, 1994, M&G managed approximately $20.9 billion in assets. The Existing DIEF Agreement provides, in relevant part, for its automatic termination if Dreyfus' Existing Agreement in respect of DIEF terminates, which will occur if the Transaction is consummated. Accordingly, at the Board meeting at which DIEF's New Agreement was considered, DIEF's Board considered the approval of a sub-investment advisory agreement identical to the Existing DIEF Agreement (the "New DIEF Agreement"), except with respect to its date. A copy of the New DIEF Agreement is set forth on DIEF's Fund Exhibit. The New DIEF Agreement provides that M&G, subject to Dreyfus' supervision and approval, will provide investment advisory assistance and the day-to-day management of DIEF's investments, as well as investment research and statistical information. The fee payable under the New DIEF Agreement is the same as in the Existing DIEF Agreement. For the period from June 29, 1993 (commencement of operations) through March 31, 1994, Dreyfus paid M&G $205,451 under the Existing DIEF Agreement. The following persons are officers and/or directors of M&G: Laurence E. Linaker, Chairman of the Board of Directors; David L. Morgan, Managing Director and a director; John P. Allard, John W. Boeckmann, Gordon P. Craig, Robert A.R. Hayes, Richard S. Hughes, David J. Hutchins, Peter D. Jones, James R.D. Korner, Michael G.A. McLintock, Ewen A. Macpherson, Paul R. Marsh, Nigel D. Morrison, Roger D. Nightinghale, Paul D.A. Nix, William J. Nott, Neil A. Pegrum, Duncan N. Robertson, J. Christopher Whitaker, directors; and Anthony J. Ashplant, Secretary. An audited consolidated balance sheet of M&G as of September 30, 1993 is included in DIEF's Fund Exhibit. DIEF's portfolio transactions are undertaken as described in Proposal 1. REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION A Majority Vote is required to approve the New DIEF Agreement. The consequence of failure to obtain the requisite vote is as set forth in Proposal 1. DIEF'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL. PROPOSAL 7. APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT FOR DREYFUS STRATEGIC GROWTH, L.P. ONLY THE STOCKHOLDERS OF DREYFUS STRATEGIC GROWTH, L.P. VOTE ON THIS PROPOSAL. Dreyfus serves as investment adviser to Dreyfus Strategic Growth, L.P. ("DSG") under an Existing Agreement described under Proposal 1. It has engaged Osprey Funds Management, a Maryland Limited Partnership (formerly Baltimore Street Capital V Limited Partnership) ("OFM"), located at 300 East Lombard Street, Suite 1420, Baltimore, 16 Maryland 21202, to serve as DSG's sub-investment adviser under a sub-investment advisory agreement (the "Existing DSG Agreement"). As of March 31, 1994, OFM managed approximately $164 million in assets. The Existing DSG Agreement provides, in relevant part, for its automatic termination if Dreyfus' Existing Agreement in respect of DSG terminates, which will occur if the Transaction is consummated. Accordingly, at the Board meeting at which DSG's New Agreement was considered, DSG's Board considered the approval of a sub-investment advisory agreement identical to the Existing DSG Agreement (the "New DSG Agreement"), except with respect to its date. A copy of the New DSG Agreement is set forth on DSG's Fund Exhibit. The New DSG Agreement provides that OFM, subject to Dreyfus' supervision and approval, will provide investment advisory assistance and the day-to-day management of DSG's investments, as well as investment research and statistical information. The fee payable under the New DSG Agreement is the same as in the Existing DSG Agreement. For the period from January 1, 1994 (the date OFM was engaged) through May 5, 1994, Dreyfus paid OFM $32,662 under the Existing DSG Agreement. The sole officer of OFM is Robert K. Jermain. The general partners of OFM are Alex. Brown Management Services, Inc. and Mako Investments, Inc., whose President is Mr. Jermain. An audited balance sheet of OFM as of December 31, 1993 is included in DSG's Fund Exhibit. DSG's portfolio transactions are undertaken as described in Proposal 1. REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION A Majority Vote is required to approve the New DSG Agreement. The consequence of failure to obtain the requisite vote is as set forth in Proposal 1. DSG'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL. PROPOSAL 8. APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT FOR DREYFUS VARIABLE INVESTMENT FUND'S INTERNATIONAL EQUITY PORTFOLIO ONLY THE STOCKHOLDERS OF DREYFUS VARIABLE INVESTMENT FUND'S INTERNATIONAL EQUITY PORTFOLIO VOTE ON THIS PROPOSAL. Dreyfus serves as investment adviser to Dreyfus Variable Investment Fund's International Equity Portfolio ("IEP") under an Existing Agreement described under Proposal 1. It has engaged M&G Investment Management Limited ("M&G"), located at Three Quays Tower Hill, London EC3R 6BQ, England, to serve as IEP's sub-investment adviser under a sub-investment advisory agreement (the "Existing IEP Agreement"). As of March 31, 1994, M&G managed approximately $20.9 billion in assets. The Existing IEP Agreement provides, in relevant part, for its automatic termination if Dreyfus' Existing Agreement in respect of IEP terminates, which will occur if the Transaction is consummated. Accordingly, at the Board meeting at which IEP's New Agreement was considered, Dreyfus Variable Investment Fund's Board considered the approval of a sub-investment advisory agreement identical to the Existing IEP Agreement (the "New IEP Agreement"), except with respect to its date. A copy of the New IEP Agreement is set forth on Dreyfus Variable Investment Fund's Fund Exhibit for IEP. The New IEP Agreement provides that M&G, subject to Dreyfus' supervision and approval, will provide investment advisory assistance and the day-to-day management of IEP's investments, as well as investment research and statistical information. 17 The fee payable under the New IEP Agreement is the same as in the Existing IEP Agreement. IEP commenced operations on May 2, 1994 and no sub-investment advisory fee had been paid by Dreyfus to M&G under the Existing IEP Agreement pursuant to an undertaking in effect. The following persons are officers and/or directors of M&G: Laurence E. Linaker, Chairman of the Board of Directors; David L. Morgan, Managing Director and a director; John P. Allard, John W. Boeckmann, Gordon P. Craig, Robert A.R. Hayes, Richard S. Hughes, David J. Hutchins, Peter D. Jones, James R.D. Korner, Michael G.A. McLintock, Ewen A. Macpherson, Paul R. Marsh, Nigel D. Morrison, Roger D. Nightinghale, Paul D.A. Nix, William J. Nott, Neil A. Pegrum, Duncan N. Robertson, J. Christopher Whitaker, directors; and Anthony J. Ashplant, Secretary. An audited consolidated balance sheet of M&G as of September 30, 1993 is included in Dreyfus Variable Investment Fund's Fund Exhibit for IEP. IEP's portfolio transactions are undertaken as described in Proposal 1. REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION A Majority Vote is required to approve the New IEP Agreement. The consequence of failure to obtain the requisite vote is as set forth in Proposal 1. DREYFUS VARIABLE INVESTMENT FUND'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL. PROPOSAL 9. APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT FOR PREMIER GROWTH FUND, INC. ONLY THE STOCKHOLDERS OF PREMIER GROWTH FUND, INC. VOTE ON THIS PROPOSAL. Dreyfus serves as investment adviser to Premier Growth Fund, Inc. ("PGF") under an Existing Agreement described under Proposal 1. It has engaged Fayez Sarofim & Co. ("Sarofim"), located at Two Houston Center, Suite 2907, Houston, Texas 77010, to serve as PGF's sub-investment adviser under a sub-investment advisory agreement (the "Existing PGF Agreement"). As of December 31, 1993, Sarofim managed approximately $24 billion in assets for three investment companies and numerous separate discretionary accounts. The Existing PGF Agreement provides, in relevant part, for its automatic termination if Dreyfus' Existing Agreement in respect of PGF terminates, which will occur if the Transaction is consummated. Accordingly, at the Board meeting at which PGF's New Agreement was considered, PGF's Board considered the approval of a sub-investment advisory agreement identical to the Existing PGF Agreement (the "New PGF Agreement"), except with respect to its date. A copy of the New PGF Agreement is set forth on PGF's Fund Exhibit. The New PGF Agreement provides that Sarofim, subject to Dreyfus' supervision and approval, will provide investment advisory assistance and the day-to-day management of PGF's investments, as well as investment research and statistical information. The fee payable under the New PGF Agreement is the same as in the Existing PGF Agreement. For the period from July 15, 1993 (commencement of operations) through May 3, 1994, no sub-investment advisory fee was paid by Dreyfus to Sarofim under the Existing PGF Agreement pursuant to an undertaking in effect. The following persons are officers and/or directors of Sarofim: Fayez S. Sarofim, Chairman of the Board and President; Raye G. White, Executive Vice President, Secretary, Treasurer and a director; Russell M. Frankel, Russel B. Hawkins, William K. McGee, Jr., Charles E. Sheedy and Ralph B. Thomas, Senior Vice Presidents; and Nancy Daniel, Frank P. Lee and James A. Reynolds, III, Vice Presidents. An audited consolidated balance sheet of Sarofim as of December 31, 1993 is included in PGF's Fund Exhibit. PGF's portfolio transactions are undertaken as described in Proposal 1. 18 REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION A Majority Vote is required to approve the New PGF Agreement. The consequence of failure to obtain the requisite vote is as set forth in Proposal 1. PGF'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL. PROPOSAL 10. APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT FOR THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. ONLY THE STOCKHOLDERS OF THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. VOTE ON THIS PROPOSAL. As described in Proposal 1 under "--Investment Advisory Agreements," Dreyfus Socially Responsible Fund's Board has approved a New Agreement with Dreyfus under which it is contemplated that Dreyfus will engage NCM Capital Management Group, Inc. ("NCM") as the Fund's sub-investment adviser. NCM, located at 103 West Main Street, 4th Floor, Durham, North Carolina 27705-3638, was founded in 1986, is one of the nation's largest minority-owned investment management firms and, as of December 31, 1993, had $2.1 billion in assets under management. To date, NCM has not advised a registered investment company. The Sub-Investment Advisory Agreement between Dreyfus and NCM (the "NCM Agreement") is substantially similar to the Fund's Sub-Investment Advisory Agreement with Tiffany (the "Prior Agreement"), except: (i) the NCM Agreement is between Dreyfus and NCM, not between the Fund and NCM, (ii) NCM will be paid by Dreyfus, and not by the Fund, and (iii) the fee to be paid by Dreyfus is equal to or lower than the fee previously paid by the Fund to Tiffany. A copy of the NCM Agreement is set forth on Dreyfus Socially Responsible Fund's Fund Exhibit. Under the Prior Agreement, the Fund paid Tiffany a fee at an annual rate based on the value of the Fund's average daily net assets as follows:

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

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

Shares of the Appreciation Portfolio have been offered only to separate accounts established by insurance companies ("Participating Insurance Companies") to fund variable annuity contracts and ~~4 through 13. Stockholders~~variable

life insurance policies (collectively referred to as the "Policies"). As the owner of ~~Dreyfus Variable Investment~~all of the assets held in such separate accounts, the Participating Insurance Companies are the record owners of the Appreciation Portfolio's shares. However, pursuant to applicable laws, Fund ~~or Dreyfus Socially Responsible Fund should review~~shares held in a separate account which are attributable to Policies will be voted by the relevant ~~Fund's Fund Exhibit for a description~~Participating Insurance Company in accordance with instructions received from the holders of ~~special~~the Policies ("Policyowners"). Participating Insurance Companies have agreed to solicit instructions from Policyowners holding shares of the Appreciation Portfolio in the relevant separate account as of the record date of the Meeting and to vote by proxy the shares at the Meeting according to such instructions. To be effective, voting instructions must be received by Participating Insurance Companies prior to the close of business on September 30, 2022. Such instructions may be revoked at any time prior to the Meeting either by written notice of revocation or another voting instructions form delivered to the relevant Participating Insurance Company. Participating Insurance Companies will vote by proxy (i) shares of the Appreciation Portfolio as to which no timely instructions are received, (ii) shares of the Appreciation Portfolio owned exclusively by the relevant Participating Insurance Company or its affiliates and (iii) shares of the Appreciation Portfolio held in the separate account representing charges imposed by the relevant Participating Insurance Company against the separate account in the same proportions as the voting instructions received from Policyowners. Additional information regarding voting instruction rights is provided in the prospectus or statement of additional information for the Policies.

With respect to the Appreciation Fund and Worldwide Growth Fund, 33-1/3% of the Fund's shares entitled to vote constitutes a quorum for the transaction of business at the Meeting; with respect to the Appreciation Portfolio, 30% of the Fund's shares entitled to vote constitutes a quorum for the transaction of business at the Meeting; and with respect to the Tax Managed Growth Fund, 50% of the Fund's shares entitled to vote constitutes a quorum for the transaction of business at the Meeting. Virtual attendance at the Meeting shall constitute in person attendance for purposes of calculating a quorum. If a quorum is not present at the Meeting for a Fund, or if a quorum is present but sufficient votes to approve the proposal for the Fund are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies for the Fund. In determining whether to adjourn the Meeting with respect to the proposal for a Fund, the following factors may be considered: the nature of the proposal, the percentage of favorable votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to Fund shareholders with respect to the reasons for the solicitation. Any adjournment will require the affirmative vote by the holders of a majority of such Fund's shares eligible to vote that are represented at the Meeting virtually or by proxy. If a quorum is present, the persons named as proxies will vote those proxies which they are entitled to vote "FOR" the proposal in favor of such adjournment, and will vote those proxies required to be voted "AGAINST" the proposal against any adjournment.

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

The cost of preparing, printing and mailing this Joint Proxy Statement and the attached Notice of Special Joint Meeting of Shareholders and the accompanying proxy card(s), as well as the costs associated with the proxy solicitation, which is estimated to total approximately $915,000, will be borne by BNYM Adviser and/or Sarofim & Co. and not the Funds. ~~Each~~In addition to the use of the mail, proxies may be solicited

personally or by telephone, and BNYM Adviser and/or Sarofim & Co. may pay persons holding Fund shares in their names or those of their nominees for their expenses in sending soliciting materials to their principals. BNYM Adviser and/or Sarofim & Co. will retain AST Fund Solutions, LLC (the "Proxy Solicitor") to assist in the solicitation of proxies, primarily by contacting shareholders by telephone. The cost of the Proxy Solicitor is estimated to be approximately $415,000, which amount is included in the estimated total expenses listed above.

Authorizations to execute proxies may be obtained by telephonic or electronically transmitted instructions in accordance with procedures designed to authenticate the shareholder's identity. In all cases where a telephonic proxy is solicited (as opposed to where the shareholder calls the toll-free telephone number directly to vote), the shareholder will be asked to provide or confirm certain identifiable information and to confirm that the shareholder has received the Joint Proxy Statement and proxy card(s). Within 72 hours of receiving such telephonic or electronically transmitted voting instructions from a shareholder, a confirmation will be sent to the shareholder to ensure that the vote has been taken in accordance with the shareholder's instructions and to provide a telephone number to call immediately if the shareholder's instructions are not correctly reflected in the confirmation. Any Fund shareholder giving a proxy by telephone or electronically may revoke it at any time before it is exercised by submitting a new proxy to the Fund or by attending the Meeting and voting virtually.

BNY Mellon Securities Corporation ("BNYMSC"), a wholly-owned subsidiary of BNYM Adviser, located at 240 Greenwich Street, New York, New York 10286, serves as the distributor (i.e., principal underwriter) of each Fund's shares pursuant to a Distribution Agreement. BNYMSC receives no compensation for its services under the Distribution Agreement.

BNY Mellon, located at 240 Greenwich Street, New York, New York 10286, serves as custodian for the assets of each Fund pursuant to a custody agreement. For the respective Fund's most recent fiscal year, BNY Mellon charged the Appreciation Fund, Appreciation Portfolio and Worldwide Growth Fund 59,729, $18,105 and $44,166, respectively, pursuant to the custody agreement.

BNY Mellon Transfer, Inc., a wholly-owned subsidiary of BNYM Adviser, located at 240 Greenwich Street, New York, New York 10286, serves as each Fund's transfer and dividend disbursing agent. For the respective Fund's most recent fiscal year, BNY Mellon Transfer, Inc. charged the Appreciation Fund, Appreciation Portfolio and Worldwide Growth Fund $262,772, $2,077 and $94,632, respectively, for transfer agency services and cash management services.

As to each Fund, during the Fund's most recent fiscal year, the Fund did not pay any commissions to affiliated brokers.

Please advise the relevant Fund(s), in care of BNY Mellon Institutional Department, P.O. Box 9882, Providence, Rhode Island 02940-8082, whether other persons are the beneficial owners of Fund shares for which proxies are being solicited from you, and, if so, the number of copies of this Joint Proxy

Statement and other soliciting material you wish to receive in order to supply copies to the beneficial owners of Fund shares.

The Board is not aware of any other matters ~~which~~that may come before the ~~meeting.~~Meeting. However, should any such matters ~~with respect to one or more Funds~~ properly come before the ~~meeting,~~Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxy in accordance with their judgment on such matters. ~~Dreyfus and Mellon will bear the cost of soliciting proxies. In addition to the use~~

None of the mails, proxies may be solicited personally, by telephone or by telegraph, and they may pay persons holding shares of a Fund in their names or those of their nominees for their expenses in sending soliciting materials to their principals. In addition, Dreyfus and Mellon have retained, at their expense, D.F. King & Co., Inc. to solicit proxies on behalf of each Fund's Board. Aggregate solicitation fees are estimated to be $300,000. Unless otherwise required under the Act, ordinarily it will not be necessary for a Fund toFunds hold annual meetings of stockholders. As a result, a Fund's stockholders will not consider each year the election of Board members or the appointment of auditors. However, a Fund's Board will call a meeting of its stockholders for the purpose of electing 29 Board members if, at any time, less than a majority of the Board members then holding office have been elected by stockholders. Under the Act, stockholders of record of not less than two-thirds of a Fund's outstanding shares may remove Board members of such Fund through a declaration in writing or by vote cast in person or by proxy at a meeting called for that purpose. Under each Fund's By- Laws, the Board members are required to call a meeting of stockholders for the purpose of voting upon the question of removal of any such Board members when requested in writing to do so by the stockholders of record of not less than 10% of such Fund's outstanding shares. Stockholdersshareholders. Shareholders wishing to submit proposals for inclusion in a ~~Fund's~~ proxy statement for their Fund's next shareholder meeting subsequent to this Meeting, if any, must submit such proposals a ~~subsequent stockholder~~reasonable period of time before the Fund begins to print and mail the proxy materials for such meeting ~~should send their written submissions~~and meet certain other requirements. Under the proxy rules of the Securities and Exchange Commission, shareholder proposals meeting requirements contained in those rules may, under certain conditions, be included in a Fund's proxy materials for a particular meeting of shareholders. One of these conditions relates to the ~~principal executive offices of~~timely receipt by the Fund at 200 Park Avenue, New York, New York 10166, Attention: General Counsel. NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES Please adviseof any such proposal. The fact that a Fund receives a shareholder proposal in a timely manner does not, however, ensure its inclusion in the ~~appropriate Fund,~~Fund's proxy materials since there are other requirements in care of D.F. King & Co., Inc., Attention: [NAME OF FUND], 77 Water Street, New York, New York 10005, or call (212) 425-1685, whether other persons are the beneficial owners of the shares for which proxies are being solicited and, if so, the number of copies of the proxy ~~statement and other soliciting material you wish~~rules relating to ~~receive in order to supply copies to the beneficial owners of shares.~~ such inclusion.

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

Set forth below for each Fund is information as ~~investment adviser~~ to the ~~investment companies listed below, except Comstock Partners Strategy Fund, Inc. for which Dreyfus serves as sub-investment adviser. The approximate net assets~~number of each investment company as of May 4, 1994 and the investment advisory fee payable by it to Dreyfus (expressed as a percentage of average daily net assets+) also are listed below. As described above, the investment advisory fee structure for each of these Funds, except Dreyfus Socially Responsible Fund and Dreyfus Third Century Fund, will remain the same.

~~A-1~~

~~A-2~~ - - ------- + Except where indicated. ++ As a percentage of average weekly net assets. +++ Pursuant to a settlement of litigation, payments will be made by Dreyfus to the Fund each year until October 14, 1998 based upon the average daily net assetsshares of the Fund ~~as follows: $90,000,~~outstanding and those shareholders, if such assets are between $1 billion and $2 billion; $200,000, if such assets are between $2 billion and $3.5 billion; $350,000, if such assets are between $3.5 billion and $5 billion; $550,000, if such assets are between $5 billion and $7.5 billion; $775,000, if such assets are between $7.5 billion and $10 billion; and $1,000,000, if such assets exceed $10 billion. * .44 of 1% of the first $25 million of average daily net assets, .37 of 1% of the next $50 million of such assets, .33 of 1% of the next $125 million of such assets, .29 of 1% of the next $100 million of such assets and .275 of 1% of such assets over $300 million. ** .50 of 1% of average daily net assets of the Money Market Series; .60 of 1% of average daily net assets of the Bond Series; and .60 of 1% of average daily net assets of the Intermediate Bond Series. *** .60 of 1% of the first $25 million of average daily net assets, .50 of 1% of the next $50 million of such assets, .45 of 1% of the next $125 million of such assets, .40 of 1% of the next $100 million of such assets and .375 of 1% of such assets over $300 million. **** .65 of 1% of the first $1.5 billion of average daily net assets, .625 of 1% of the next $500 million of such assets, .60 of 1% of the next $500 million of such assets and .55 of 1% of such assets over $2.5 billion. ***** .50 of 1% of the first $1.5 billion of average daily net assets, .48 of 1% of the next $500 million of such assets, .47 of 1% of the next $500 million of such assets and .45 of 1% of such assets over $2.5 billion. ****** .65 of 1% of the first $200 million of average daily net assets, .55 of 1% of the next $100 million of such assets and .375 of 1% of such assets over $300 million. ******* .65 of 1% of the first $200 million of average daily net assets, .40 of 1% of the next $100 million of such assets and .375 of 1% of such assets over $300 million. ******** .50 of 1% of average daily net assets of the Money Market Portfolio; .65 of 1% of average daily net assets of the Quality Bond Portfolio; .45 of 1% of average daily net assets of the Zero Coupon 2000 Portfolio; .75 of 1% of average daily net assets of the Small Cap Portfolio; .375 of 1% of average daily net assets of the Managed Assets Portfolio; .75 of 1% of average daily net assets of the Growth and Income Portfolio; and .75 of 1% of average daily net assets of the International Equity Portfolio. ********* The Fund's investment adviser, notany, known by the Fund ~~pays Dreyfus~~to own of record or beneficially 5% or more of a ~~monthly sub-investment advisory fee at the annual rate of .15 of 1%~~class of the Fund's ~~average daily net assets. A-3~~ ~~Part II Dreyfus serves as administrator and DSC serves as distributor where indicated for the investment companies listed below, the approximate net assets of which~~outstanding voting securities (including series thereof) as of ~~May 4, 1994 and~~July 12, 2022.

Under the ~~fees payable by each (expressed as~~1940 Act, a ~~percentage of the average daily net assets) also are listed below. The administration fee structures for each of these Funds will remain the same.~~

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

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

Futures and forward contracts represent future commitments to purchase or sell a specified instrument at a specified price and date. Futures contracts are standardized and are traded on regulated exchanges, while forward contracts are traded in over-the-counter markets and generally do not have standardized terms. The Corporation uses futures and forward contracts in connection with its trading activities. For instruments that are traded on a regulated exchange, the exchange assumes the credit risk that a counter party will not settle and generally requires a margin deposit of cash or securities as collateral to minimize potential credit risk. Credit risk associated with futures and forward contracts is limited to the estimated aggregate replacement cost of those futures and forward contracts in a gain position and was not material at December 31, 1993. Credit risk related to futures contracts is substantially mitigated by daily cash settlements with the exchanges for the net change in futures contract value. Market risk arises from movements in securities values, foreign exchange rates and interest rates. Option contracts grant the contract "purchaser" the right, but not the obligation, to purchase or sell a specified amountindirectly, more than 25% of a financial instrument during a specified period at a predetermined price. The Corporation acts as both "purchaser" and "seller" of option contracts, which are used in reducing exposure to market risk in connection with its positions in certain sponsored index funds. Market risk arises from changes in market value of contractual positions due to movements in underlyingFund's voting securities or stock indices. The Corporation limits its exposure to market risk by entering into hedge positions. Credit risk relates to the ability of the Corporation's counter party to meet its settlement obligations under the contract and generally is limited to the estimated aggregate replacement cost of those contracts in a gain position and was not material at December 31, 1993. ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES: In May 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities", which is effective for investments held as of or acquired after January 1, 1994. In the first quarter of 1994, the Corporation intends to adopt the provisions of the B-3 new standard, which are not expected to have a material impact on the results of operations or financial condition of the Corporation. NOTE 3--FIXED ASSETS: The Corporation and its subsidiaries provide for depreciation on fixed assets (including licensed and certain internally developed computer software) based on the estimated useful life of the assets, using the straight line method. Amortization of leasehold improvements is computed over the respective terms of the leases. The major classifications of fixed assets were as follows at December 31, 1993 (000's omitted): Furniture, fixtures and equipment................................ $ 50,568 Leasehold improvements........................................... 30,695 Licensed and certain internally developed computer software...... 11,375 Premises......................................................... 7,590 -------- 100,228 Less--accumulated depreciation and amortization.................. 37,585 -------- $ 62,643 ========

NOTE 4--DEFERRED SALES COMMISSIONS: During 1993, certain funds sponsored by the Corporation began offering multiple classes of shares. These funds offer Class A shares, which are sold with a sales charge imposed at the time of purchase, and Class B shares which are subject to a contingent deferred sales charge imposed on redemptions made within a specified period. Class B shares are also subject to an annual distribution fee payable to Service Corporation pursuant to a distribution plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940 ("Rule 12b-1 Plan"). Sales commissions paid by Service Corporation to broker/dealers for selling Class B shares are capitalized by Service Corporation and amortized to operations over six years. This amortization period approximates the period of time during which the sales commissions paid to broker/dealers are expected to be recovered from the funds through the payments made pursuant to the funds' Rule 12b-1 Plans. Contingent deferred sales charges, when received by Service Corporation, reduce unamortized deferred sales commissions. At December 31, 1993, deferred sales commissions included in Other assets amounted to $14.2 million (net of amortization of $1.2 million). NOTE 5--STOCKHOLDERS' EQUITY: At December 31, 1993, Additional paid-in capital and Retained earnings were not available for payment of dividends to the extent of $196.6 million, substantially representing the cost of treasury stock and required capital for the Corporation's regulated subsidiaries. Pursuant to the merger agreement (see Note 9), the Corporation may not declare dividends, other than the regular quarterly dividend of $.19 per share, and may not purchase any additional treasury shares. On January 19, 1994, the Board of Directors of the Corporation declared a first quarter dividend of $.19 per share, payable on February 16, 1994 to stockholders of record at the close of business on February 7, 1994. NOTE 6--STOCK PLANS AND CONTINGENT BENEFIT PLAN: 1989 NON-QUALIFIED STOCK OPTION PLAN: In 1989, the stockholders of the Corporation approved the 1989 Non-Qualified Stock Option Plan (the "Plan") of the Corporation. The Plan authorizes the Corporation to grant Options to purchase up to 1.8 million shares of common stock to key employees and key consultants who render services to the Corporation, at a price of not less than 95% of the price of the Corporation's common stock on the New York Stock Exchange on the day the Option is granted. The Plan provides generally that no Option shall be exercisable within two years nor more than ten years from the date of grant. Shares acquired upon exercise of Options will be registered under the Securities Act of 1933 and may be ~~resold pursuant to such registration. B-4~~ ~~The following table summarizes the 1989 Non-Qualified Stock Option Plan activity in 1993 (000's omitted):~~ Outstanding at beginning of year................................... 1,388 Exercised during the year.......................................... (6) Forfeited during the year.......................................... (8) Granted during the year............................................ 50 ----- Outstanding at end of year......................................... 1,424 =====
Such options may be exercised at prices ranging from $24.06 to $41.63. At December 31, 1993, 603,000 of such Options were exercisable. The remaining options are exercisable as follows: 344,500 in 1994, 332,000 in 1995, 119,500 in 1996 and 12,500 in 1997 and 1998. INCENTIVE STOCK OPTION PLAN: In 1982, the stockholders of the Corporation approveddeemed a plan under which Incentive Stock Options may be granted to the Corporation's key executives allowing them to purchase up to 1.5 million shares of common stock of the Corporation. Under the plan, Options were granted for the purchase of either Book Value Shares or Market Shares. The plan provides that no Option shall be exercisable within one year, nor more than ten years, from the date of grant. The plan expired in 1992, and no new Options may be granted under the plan, although existing unexercised Options will continue in accordance with their terms. No Market Shares are outstanding. Book Value Shares must be acquired from and sold back to the Corporation at the book value"control person" (as defined in the ~~plan)~~1940 Act) of the ~~Corporation's Common Stock. The plan also provides for compensation (included in Accrued Compensation~~Fund.

As of July 12, 2022, Board members and Benefits) to recipients of Options in amounts equal to any cash dividends declared by the Corporation during the period following the grant of an Option up to the date of its exercise. Additional information with respect to Incentive Stock Options is as follows for 1993 (000's omitted): Outstanding at beginning of year..................................... 352 Exercised during the year*........................................... (21) --- Outstanding at end of year........................................... 331 ===
~~- - ------- * Exercised for an aggregate of $319,000. In connection with the exercise~~officers of the ~~Options, the Corporation received interest bearing notes payable over~~Funds, as a ~~maximum~~group, owned less than 1% of 15 years. The balance of such notes at December 31, 1993 was $148,000. During 1993, the Corporation repurchased 29,000 shares issued under the plan, for an aggregate of $500,000. At December 31, 1993 Options to purchase 186,000 Book Value Shares were exercisable. The remaining Options to purchase Book Value Shares are exercisable as follows: 26,700 per year from 1994 to 1997 and 19,000 in each of 1998 and 1999. Such Options to purchase Book Value Shares may be exercised at prices ranging from $4.22 to $15.69. If the Corporation had been obligated to repurchase the Book Value Shares issued andFund's outstanding and also the Book Value Shares related to exercisable Options under the plan at December 31, 1993, the net amount payable would have been approximately $3.4 million. OPTIONAL INCENTIVE PAYMENT PLAN: In 1986, the Corporation's Board of Directors approved an Optional Incentive Payment Plan (the "Plan") pursuant to which individuals who have previously exercised Stock Purchase Rights ("Rights") and Incentive Stock Options ("Options") (see above) could sell the shares related to such rights and Options back to the Corporation pursuant to the provisions of those respective plans, and in turn receive an equal number of units. Pursuant to the terms of the Plan, quarterly payments are made on each unit held in amounts equal to the quarterly after tax earnings per share of the Corporation and such amounts are charged to operations. B-5 ~~The activity in Plan units was as follows for 1993 (000's omitted):~~ Outstanding at beginning of year................................... 1,915 Issued in connection with Options.................................. 29 Forfeited during the year.......................................... (15) ----- Outstanding at end of year......................................... 1,929 =====
CONTINGENT BENEFIT PLAN: In 1984 a Contingent Benefit Plan (the "Plan") was approved which provides for specified benefit payments to designated key employees of the Corporation in the event of a change of control of the Corporation, as defined in the Plan, and should their employment terminate during a specified period after such change of control (see Note 9). NOTE 7--EMPLOYEES' BENEFIT PLANS: The employees of the Corporation and certain of its subsidiaries are covered by a Retirement Profit-Sharing Plan and a related Deferred Compensation Plan. In general, the Retirement Profit-Sharing Plan provides for the payment of death, disability and retirement benefits to employees or their beneficiaries in amounts equal to the value of their proportionate interests in the plan. The Corporation has a defined benefit pension plan which covers employees of the Corporation and certain of its subsidiaries. The costs to the Corporation and the pension plan assets and liabilities are not material. NOTE 8--LEASES: Future minimum payments, by year and in the aggregate, under noncancelable operating leases (premises) with initial or remaining terms of one or more years, were as follows at December 31, 1993 (000's omitted): 1994........................................................... $ 13,827 1995........................................................... 14,523 1996........................................................... 14,589 1997........................................................... 14,682 1998........................................................... 13,316 1999-2005...................................................... 79,406 -------- Total net minimum lease payments............................... $150,343* ========
- - ------- * There are no rental commitments beyond 2005. NOTE 9--MERGER WITH MELLON BANK CORPORATION: On December 5, 1993, the Corporation entered into an Agreement and Plan of Merger providing for the merger of the Corporation with a subsidiary of Mellon Bank Corporation ("Mellon"). Under the terms of the agreement, the Corporation's stockholders will be entitled to receive .88017 shares of Mellon Common Stock for each share of the Corporation's Common Stock, in a tax-free exchange. Following the merger, it is planned that the Corporation will be a direct subsidiary of Mellon Bank, N.A. Closing of the merger is subject to a number of contingencies, including the receipt of certain regulatory approvals, the approvals of the stockholders of the Corporation and Mellon, and approvals of the Boards of Directors and shareholders of the mutual funds advised or administered by the Corporation. The merger is expected to occur in mid-1994, but could occur later. The merger agreement provides for the Corporation to pay Mellon $50 million, should the Corporation, among other matters, engage in certain business combination transactions specified in the agreement, with any person other than Mellon, or under certain other defined circumstances. Costs incurred in connection with the merger, including payments related to the Contingent Benefit Plan (see Note 6), will be charged against operations of the merged entities. B-6 NOTE 10--LITIGATION: Subsequent to the announcement of the proposed merger with Mellon (see Note 9), public shareholders of the Corporation commenced six purported class action suits in the Supreme Court of the State of New York, County of New York, naming the Corporation, Mellon and the individual directors of the Corporation as defendants, with respect to the transactions contemplated by the Agreement and Plan of Merger with Mellon. The Corporation believes that these complaints lack merit and intends to defend them vigorously. On December 22, 1993, six shareholders of mutual funds of which the Corporation is the adviser ("Dreyfus-managed mutual funds") filed an application with the U.S. Securities and Exchange Commission (the "SEC") for a statutory determination that the "non-interested" directors of the individual Dreyfus-managed mutual funds are "interested" directors within the meaning of the Investment Company Act of 1940, thereby prohibiting them from voting on each of the fund's advisory contracts and other related matters in connection with the merger with Mellon (the "Application"). The non-interested directors have opposed the Application. Counsel for the non-interested directors has advised the Corporation that the Application lacks merit. REPORTshares.

FORM OF ERNST & YOUNG, INDEPENDENT AUDITORS Stockholders and Board of Directors The Dreyfus Corporation We have audited the accompanying consolidated balance sheet of The Dreyfus Corporation and Subsidiary Companies as of December 31, 1993. This consolidated balance sheet is the responsibility of the Corporation's management. Our responsibility is to express an opinion on this consolidated balance sheet based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated balance sheet is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated balance sheet. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated balance sheet presentation. We believe that our audit of the consolidated balance sheet provides a reasonable basis for our opinion. In our opinion, the consolidated balance sheet referred to above presents fairly, in all material respects, the consolidated financial position of The Dreyfus Corporation and Subsidiary Companies at December 31, 1993, in conformity with generally accepted accounting principles. Ernst & Young NEW SUB-ADVISORY AGREEMENT

New York, New York ~~January 27, 1994 B-7~~ EXHIBIT C PART (A)(1) OF PROPOSAL 13 OF THE PROXY STATEMENT IS APPLICABLE TO THE FOLLOWING NON-MONEY MARKET FUNDS: Dreyfus A Bonds Plus, Inc. Dreyfus California Intermediate Municipal Bond Fund Dreyfus California Municipal Income, Inc./1/ Dreyfus California Tax Exempt Bond Fund, Inc. Dreyfus Capital Growth Fund (A Premier Fund) Dreyfus Connecticut Intermediate Municipal Bond Fund Dreyfus Florida Intermediate Municipal Bond Fund The Dreyfus Fund Incorporated Dreyfus GNMA Fund, Inc. Dreyfus Growth Opportunity Fund, Inc. Dreyfus Insured Municipal Bond Fund, Inc. Dreyfus Intermediate Municipal Bond Fund, Inc. Dreyfus Municipal Income, Inc./1/ Dreyfus Massachusetts Intermediate Municipal Bond Fund Dreyfus Massachusetts Tax Exempt Bond Fund Dreyfus Municipal Bond Fund, Inc. Dreyfus New Jersey Intermediate Municipal Bond Fund Dreyfus New Jersey Municipal Bond Fund, Inc. Dreyfus New Leaders Fund, Inc. Dreyfus New York Insured Tax Exempt Bond Fund Dreyfus New York Municipal Income, Inc./1/ Dreyfus New York Tax Exempt Bond Fund, Inc. Dreyfus New York Tax Exempt Intermediate Bond Fund Dreyfus 100% U.S. Treasury Intermediate Term Fund Dreyfus 100% U.S. Treasury Long Term Fund Dreyfus 100% U.S. Treasury Short Term Fund Dreyfus Short-Intermediate Government Fund Dreyfus Short-Intermediate Municipal Bond Fund The Dreyfus Socially Responsible Growth Fund, Inc. Dreyfus Strategic Governments Income, Inc. Dreyfus Strategic Income Dreyfus Strategic Investing Dreyfus Strategic Municipal Bond Fund, Inc./1/ Dreyfus Strategic Municipals, Inc. The Dreyfus Third Century Fund, Inc. Dreyfus Variable Investment Fund (all Series, except the Money Market Portfolio, Growth and Income Portfolio and International Equity Portfolio) General California Municipal Bond Fund, Inc. General Municipal Bond Fund, Inc. General New York Municipal Bond Fund, Inc. Premier California Municipal Bond Fund Premier GNMA Fund Premier Insured Municipal Bond Fund Premier Municipal Bond Fund Premier New York Municipal Bond Fund Premier State Municipal Bond Fund (all Series) - - ------- /1/This closed-end Fund is referred to in Part (a)(1) of Proposal 13 of the Proxy Statement. C-1 PART (B) OF PROPOSAL 13 OF THE PROXY STATEMENT IS APPLICABLE TO THE FOLLOWING FUNDS: Dreyfus A Bonds Plus, Inc. Dreyfus California Intermediate Municipal Bond Fund Dreyfus California Municipal Bond Fund, Inc. Dreyfus California Tax Exempt Money Market Fund Dreyfus Capital Growth Fund (A Premier Fund) Dreyfus Cash Management Dreyfus Cash Management Plus, Inc. Dreyfus Connecticut Intermediate Municipal Bond Fund Dreyfus Florida Intermediate Municipal Bond Fund The Dreyfus Fund Incorporated Dreyfus GNMA Fund, Inc. Dreyfus Government Cash Management Dreyfus Growth Opportunity Fund, Inc. Dreyfus Insured Municipal Bond Fund, Inc. Dreyfus Intermediate Municipal Bond Fund, Inc. Dreyfus Massachusetts Intermediate Municipal Bond Fund Dreyfus Massachusetts Tax Exempt Bond Fund Dreyfus Municipal Bond Fund, Inc. Dreyfus New Jersey Intermediate Municipal Bond Fund Dreyfus New Jersey Municipal Bond Fund, Inc. Dreyfus New Leaders Fund, Inc. Dreyfus New York Insured Tax Exempt Bond Fund Dreyfus New York Tax Exempt Bond Fund, Inc. Dreyfus New York Tax Exempt Intermediate Bond Fund Dreyfus New York Tax Exempt Money Market Fund Dreyfus 100% U.S. Treasury Intermediate Term Fund Dreyfus 100% U.S. Treasury Long Term Fund Dreyfus 100% U.S. Treasury Short Term Fund Dreyfus Short-Intermediate Government Fund Dreyfus Short-Intermediate Municipal Bond Fund The Dreyfus Socially Responsible Growth Fund, Inc. Dreyfus Tax Exempt Cash Management The Dreyfus Third Century Fund, Inc. Dreyfus Treasury Cash Management Dreyfus Treasury Prime Cash Management Dreyfus Variable Investment Fund (all Series, except Growth and Income Portfolio and International Equity Portfolio) General California Municipal Bond Fund, Inc. General California Municipal Money Market Fund General Government Securities Money Market Fund, Inc. General New York Municipal Money Market Fund Premier California Municipal Bond Fund Premier GNMA Fund Premier Municipal Bond Fund Premier New York Municipal Bond Fund Premier State Municipal Bond Fund (all Series) C-2 PART (C) OF PROPOSAL 13 OF THE PROXY STATEMENT IS APPLICABLE TO THE FOLLOWING FUNDS: Comstock Partners Strategy Fund, Inc. Dreyfus A Bonds Plus, Inc. Dreyfus BASIC Municipal Fund (Money Market Series) Dreyfus California Tax Exempt Money Market Fund Dreyfus Cash Management Dreyfus Cash Management Plus, Inc. Dreyfus Connecticut Municipal Money Market Fund, Inc. The Dreyfus Fund Incorporated Dreyfus GNMA Fund, Inc. Dreyfus Government Cash Management Dreyfus Institutional Money Market Fund Dreyfus Liquid Assets, Inc. Dreyfus Michigan Municipal Money Market Fund, Inc. Dreyfus Money Market Instruments, Inc. Dreyfus Municipal Cash Management Plus, Inc. Dreyfus Municipal Money Market Fund, Inc. Dreyfus New Jersey Municipal Money Market Fund, Inc. Dreyfus New Leaders Fund, Inc. Dreyfus New York Municipal Cash Management Dreyfus New York Tax Exempt Money Market Fund Dreyfus Pennsylvania Municipal Money Market Fund Dreyfus Short-Intermediate Government Fund The Dreyfus Socially Responsible Growth Fund, Inc. Dreyfus Tax Exempt Cash Management The Dreyfus Third Century Fund, Inc. Dreyfus Treasury Cash Management Dreyfus Treasury Prime Cash Management Dreyfus Variable Investment Fund (all Series, except Growth and Income Portfolio and International Equity Portfolio) Dreyfus Worldwide Dollar Money Market Fund, Inc. General California Municipal Bond Fund, Inc. General California Municipal Money Market Fund General Government Securities Money Market Fund, Inc. General Money Market Fund, Inc. General Municipal Money Market Fund, Inc. General New York Municipal Money Market Fund Premier Global Investing C-3 PREMIER GROWTH FUND, INC. FUND EXHIBIT PART A 1. PERTAINING TO THE MEETING . Meeting Date: Wednesday, August 3, 1994 . Meeting Time: 3:00 p.m. . Meeting Place: New York Marriott Marquis, 1535 Broadway, Westside South Center, 5th Floor, New York, New York . Shares outstanding as of May 4, 1994: 472,201.380 Class A shares and 563,539.353 Class B shares 2. PERTAINING TO ADVISORY ARRANGEMENTS WITH DREYFUS . Date Board approved New Agreement: May 26, 1994 . Date initial stockholder approved Existing Agreement: June 1, 1993 . Date Board last approved Existing Agreement: March 24, 1993 . Date of Existing Agreement: March 24, 1993 . Investment advisory fee as a percentage of average daily net assets under Existing and New Agreements: .75% . Investment advisory fee payable to Dreyfus for the period from July 15, 1993 (commencement of operations) through October 31, 1993 (fiscal year end): $8,343 . Fee reduction for the period from July 15, 1993 (commencement of operations) through October 31, 1993 (fiscal year end) resulting from undertaking: $8,343 . Net investment advisory fee paid to Dreyfus for the period from July 15, 1993 (commencement of operations) through October 31, 1993 (fiscal year end): -0- . Brokerage commissions paid during the period from July 15, 1993 (commencement of operations) through October 31, 1993 (fiscal year end): $4,789 3. PERTAINING TO AUDITORS . Date Board last approved Auditors: September 27, 1993 4. PERTAINING TO THE BOARD . Number of Board, and where applicable committee, meetings held during the period from July 15, 1993 (commencement of operations) through October 31, 1993 (fiscal year end): 2 . Board members, if any, attending fewer than 75% of all Board and committee meetings held during the period from July 15, 1993 (commencement of operations) through October 31, 1993 (fiscal year end) during the period the Board member was in office: Howard Stein . Rate at which Board members are paid (annual retainer/per meeting fee): $1,500/$250 . Total fees and expenses received by the Board members as a group for the period from July 15, 1993 (commencement of operations) through October 31, 1993 (fiscal year end): $5,750 5. PERTAINING TO 12B-1 PLANS . The Fund is subject to a Type 2 Plan only with respect to its Class B shares. . The amount the Fund paid, with respect to its Class B shares, under its 12b-1 Plan during the period from July 15, 1993 (commencement of operations) through October 31, 1993 (fiscal year end): -0-* . Annual rate at which fees under the 12b-1 Plan are payable: .75% . The amount the Fund paid under its Shareholder Services Plan during the period from July 15, 1993 (commencement of operations) through October 31, 1993 (fiscal year end): -0-* 6. PERTAINING TO SHARE OWNERSHIP OF PERSONS, IF ANY, KNOWN TO OWN AT LEAST 5% OF THE FUND'S OUTSTANDING VOTING SECURITIES AS OF MAY 4, 1994
PERCENTAGE NUMBER OF SHARES NAME AND ADDRESS OF SHARES OUTSTANDING ---------------- ---------- ----------- CLASS A ---------- Fayez Sarofim & Co................................. 80,000.000 16.9% P.O. Box 52830 Houston, TX 77052-2830 The Dreyfus Corporation............................ 79,176.564 16.8% 200 Park Avenue 7th Floor New York, NY 10166-0799 ~~CLASS B ----------~~ ~~Kemper Clearing Corp............................... 32,334.000 5.7% as Custodian f/b/o Dr. Doris E. Anderson 5556 Cranbrook Road Houston, TX 77056-1611~~
~~7. MISCELLANEOUS . The Fund is a multi-adviser Fund. . Name of sub-investment adviser:~~ 10286

Fayez Sarofim & Co. ~~. Date~~
Two Houston Center
Suite 2907
Houston, Texas 77010

[Name of sub-investment advisory agreement: March 24, 1993 . Sub-investment advisory fee as a percentage of average daily net assets: .11 of 1% of the first $25 million of average daily net assets; .18 of 1% of the next $50 million of such assets; .22 of 1% of the next $125 million of such assets; .26 of 1% of the next $100 million of such assets; and .275 of 1% of such assets over $300 million. Dreyfus, and not the Fund, pays the sub- investment advisory fee. . Sub-investment advisory fee payable for the period from July 15, 1993 (commencement of operations) through October 31, 1993 (fiscal year end): -0- ** . Fee reduction for the period from July 15, 1993 (commencement of operations) through October 31, 1993 (fiscal year end) resulting from undertaking: N/A** . Net sub-investment advisory fee paid to sub-investment adviser for the period from July 15, 1993 (commencement of operations) through October 31, 1993 (fiscal year end): -0-** . The sub-investment adviser provides day-to-day management of the Fund's portfolio. . For purposes of the section of the Proxy Statement entitled "Proposal 1-- Portfolio Transactions," the Fund is an Equity Fund. - - ------- * Dreyfus Service Corporation waived receipt of $2,243 payable pursuant to the Fund's 12b-1 Plan and waived receipt of $2,033 (Class A) and $748 (Class B) payable pursuant to the Fund's Shareholder Services Plan. **Fayez Sarofim & Co. is currently waiving its sub-investment advisory fee. 2 PART B This Exhibit sets forth information relevant to the election of the Nominees (except as noted) for the following Funds: Dreyfus Appreciation Fund, Inc. ("DAF") General California Municipal Bond Fund, Inc. ("GCMB") General California Municipal Money Market Fund ("GCMMM") General Government Securities Money Market Fund, Inc. ("GGSMM") General Money Market Fund, Inc. ("GMM") General Municipal Bond Fund, Inc. ("GMB") General Municipal Money Market Fund, Inc. ("GMMM") General New York Municipal Bond Fund, Inc. ("GNYMB") General New York Municipal Money Market Fund ("GNYMMM") Premier California Municipal Bond Fund ("PCMB") Premier GNMA Fund ("PGNMA") Premier Growth Fund, Inc. ("PGF") *Premier Insured Municipal Bond Fund ("PIMB") Premier Municipal Bond Fund ("PMB") Premier New York Municipal Bond Fund ("PNYMB") *Premier State Municipal Bond Fund ("PSMB") - - ------- * Fund will not elect Board members.
BOARD NAME, PRINCIPAL OCCUPATION AND BUSINESS MEMBER EXPERIENCE FOR PAST FIVE YEARS AGE SINCE --------------------------------------- --- ------ CLIFFORD L. ALEXANDER, JR. 60 DAF-1981 President of Alexander & Associates, Inc., a management GCMB-1989 consulting firm. From 1977 to 1981, Mr. Alexander served GCMMM-1986 as Secretary of the Army and Chairman of the Board of GGSMM-1982 the Panama Canal Company and, from 1975 to 1977, he was GMM-1981 a member of the Washington, D.C. law firm of Verner, GMB-1983 Liipfert, Bernhard, McPherson and Alexander. He is a GMMM-1982 director of American Home Products Corporation, The Dun GNYMB-1988 & Bradstreet Corporation, Equitable Resources, Inc., a GNYMMM-1986 producer and distributor of natural gas and crude PCMB-1986 petroleum, MCI Communications Corporation and Mutual of PGNMA-1986 America Life Insurance Company, and of The Dreyfus Third PGF-1993 Century Fund, Inc. and The Dreyfus Socially Responsible PIMB-1993 Growth Fund, Inc. His address is 400 C Street, N.E., PMB-1986 Washington, D.C. 20002. PNYMB-1986 PSMB-1986
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BOARD NAME, PRINCIPAL OCCUPATION AND BUSINESS MEMBER EXPERIENCE FOR PAST FIVE YEARS AGE SINCE --------------------------------------- --- ------ PEGGY C. DAVIS 51 DAF-1990 Professor of Law, New York University School of Law. GCMB-1990 Professor Davis has been a member of the New York GCMMM-1990 University law faculty since 1983. Prior to that time, she GGSMM-1990 served for three years as a judge in the courts of New York GMM-1990 State; was engaged for eight years in the practice of law, GMB-1990 working in both corporate and non-profit sectors; and GMMM-1990 served for two years as a criminal justice administrator in GNYMB-1990 the government of the City of New York. She writes and GNYMMM-1990 teaches in the fields of evidence, constitutional theory, PCMB-1990 family law, social sciences and the law, legal process and PGNMA-1990 professional methodology and training. Her address is c/o PGF-1993 New York University School of Law, 249 Sullivan Street, New PIMB-1993 York, New York 10012. PMB-1990 PNYMB-1990 PSMB-1990 /1/JOSEPH S. DIMARTINO--Only DAF, GGSMM, GMM, GMB, GMMM, PGNMA 50 DAF-1980 and PGF. GGSMM-1982 President and Investment Officer of GGSMM and GMM, Vice GMM-1981 President of GMB and GMMM and Investment Officer of DAF, GMB-1982 PGNMA and PGF. President, Chief Operating Officer and a GMMM-1982 director of Dreyfus, Executive Vice President and a PGNMA-1986 director of DSC and an officer, director or trustee of PGF-1993 other investment companies advised or administered by Dreyfus. He is also a director of Noel Group, Inc., Vice President and former Treasurer and director of The National Muscular Dystrophy Association and a trustee of Bucknell University. ERNEST KAFKA 61 DAF-1981 A physician engaged in private practice specializing in the GCMB-1989 psychoanalysis of adults and adolescents. Since 1981, he GCMMM-1986 has served as an Instructor at the New York Psychoanalytic GGSMM-1982 Institute and, prior thereto, held other teaching GMM-1981 positions. For more than the past five years, Dr. Kafka has GMB-1983 held numerous administrative positions and has published GMMM-1982 many articles on subjects in the field of psychoanalysis. GNYMB-1988 His address is 23 East 92nd Street, New York, New York GNYMMM-1986 10128. PCMB-1986 PGNMA-1986 PGF-1993 PIMB-1993 PMB-1986 PNYMB-1986 PSMB-1986
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BOARD NAME, PRINCIPAL OCCUPATION AND BUSINESS MEMBER EXPERIENCE FOR PAST FIVE YEARS AGE SINCE --------------------------------------- --- ------ SAUL B. KLAMAN 74 DAF-1985 Chairman and Chief Executive Officer of SBK Associates, GCMB-1989 which provides research and consulting services to GCMMM-1986 financial institutions. Dr. Klaman was President of the GGSMM-1985 National Association of Mutual Savings Banks until GMM-1985 November 1983, President of the National Council of GMB-1985 Savings Institutions until June 1985, Vice Chairman of GMMM-1985 Golembe Associates and BEI Golembe, Inc. until 1989 and GNYMB-1988 Chairman Emeritus of BEI Golembe, Inc. until November GNYMMM-1986 1992. He also served as an Economist to the Board of PCMB-1986 Governors of the Federal Reserve System and on several PGNMA-1986 Presidential Commissions, and has held numerous PGF-1993 consulting and advisory positions in the fields of PIMB-1993 economics and housing finance. His address is 431-B PMB-1986 Dedham Street, The Gables, Newton Center, Massachusetts PNYMB-1986 02159. PSMB-1986 NATHAN LEVENTHAL 51 DAF-1989 President of Lincoln Center for the Performing Arts, Inc. GCMB-1989 Mr. Leventhal was Deputy Mayor for Operations of New York GCMMM-1989 City from September 1979 to March 1984 and Commissioner GGSMM-1989 of the Department of Housing Preservation and Development GMM-1989 of New York City from February 1978 to September 1979. GMB-1989 Mr. Leventhal was an associate and then a member of the GMMM-1989 New York law firm of Poletti Freidin Prashker Feldman and GNYMB-1989 Gartner from 1974 to 1978. He was Commissioner of Rent GNYMMM-1989 and Housing Maintenance for New York City from 1972 to PCMB-1989 1973. His address is 70 Lincoln Center Plaza, New York, PGNMA-1989 New York 10023-6583. PGF-1993 PIMB-1993 PMB-1989 PNYMB-1989 PSMB-1989 /1/RICHARD J. MOYNIHAN--All Funds, except DAF, GGSMM, GMM, 59 GCMB-1989 GMMM, PGNMA and PGF. GCMMM-1986 President and Investment Officer of each Fund, except GMB-1983 DAF, GGSMM, GMM, GMMM, PGNMA and PGF. An employee of GNYMB-1988 Dreyfus and an officer, director or trustee of other GNYMMM-1986 investment companies advised or administered by Dreyfus. PCMB-1986 PIMB-1993 PMB-1986 PNYMB-1986 PSMB-1986 /1/HOWARD STEIN--Only DAF, GGSMM, GMM, GMMM and PGF. 67 DAF-1980 President and Investment Officer of DAF and PGF. Chairman GGSMM-1982 of the Board and Chief Executive Officer of Dreyfus, GMM-1981 Chairman of the Board of DSC and an officer, director, GMMM-1982 general partner or trustee of other investment companies PGF-1993 advised or administered by Dreyfus.
~~- - ------- /1/ "Interested Person" as defined in the Act. 5~~ ~~In addition to the persons named as officers above, the Funds' executive officers are:~~
NAME AND POSITION WITH PRINCIPAL OCCUPATION AND BUSINESS FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS - - ---------------------- --- --------------------------------- A. PAUL DISDIER 38 An employee of Dreyfus and an officer of other Vice President and investment companies advised and administered by Investment Officer of Dreyfus. each Fund, except DAF, GGSMM, GMM, PGNMA and PGF. THOMAS A. FRANK 52 An employee of Dreyfus and an officer of other Vice President and investment companies advised and administered by Investment Officer of Dreyfus. DAF and PGF. KAREN M. HAND 35 An employee of Dreyfus and an officer of other Vice President and investment companies advised and administered by Investment Officer of Dreyfus. each Fund, except DAF, GGSMM, GMM, PGNMA and PGF. GARITT A. KONO 53 An employee of Dreyfus since September 1992 and an President and officer of other investment companies advised and Investment Officer of administered by Dreyfus. Prior thereto, Mr. Kono was PGNMA. with the First Boston Corporation for 15 years, where he was Vice President of the Fixed Income area. STEPHEN C. KRIS 40 An employee of Dreyfus and an officer of other Vice President and investment companies advised and administered by Investment Officer of Dreyfus. each Fund, except DAF, GGSMM, GMM, PGNMA and PGF. PATRICIA A. LARKIN 33 An employee of Dreyfus and an officer of other Vice President and investment companies advised and administered by Investment Officer of Dreyfus. GGSMM and GMM. JILL C. SHAFFRO 30 An employee of Dreyfus and an officer of other Vice President and investment companies advised and administered by Investment Officer of Dreyfus. each Fund, except DAF, GGSMM, GMM, PGNMA and PGF. L. LAWRENCE TROUTMAN 47 An employee of Dreyfus and an officer of other Vice President and investment companies advised and administered by Investment Officer of Dreyfus. each Fund, except DAF, GGSMM, GMM, PGNMA and PGF. SAMUEL J. WEINSTOCK 35 An employee of Dreyfus and an officer of other Vice President and investment companies advised and administered by Investment Officer of Dreyfus. each Fund, except DAF, GGSMM, GMM, PGNMA and PGF.
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NAME AND POSITION WITH PRINCIPAL OCCUPATION AND BUSINESS FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS ---------------------- --- --------------------------------- MONICA S. WIEBOLDT 44 An employee of Dreyfus and an officer of other Vice President and investment companies advised and administered by Investment Officer of Dreyfus. each Fund, except DAF, GGSMM, GMM, PGNMA and PGF. ELIE M. GENADRY 49 Vice President--Institutional Sales of Dreyfus, Vice President of PIMB, Executive Vice President of DSC and an officer of other PCMB, PMB and PNYMB. investment companies advised and administered by Dreyfus. MARK N. JACOBS 48 Secretary and Deputy General Counsel of Dreyfus and an Vice President of GCMB; officer of other investment companies advised or Secretary of each Fund, administered by Dreyfus. except GCMB. DANIEL C. MACLEAN 51 Vice President and General Counsel of Dreyfus, Vice President of each Secretary of DSC and an officer of other investment Fund, except GCMB; companies advised or administered by Dreyfus. Secretary of GCMB. JEFFREY N. NACHMAN 43 Vice President--Mutual Fund Accounting of Dreyfus and Vice President and an officer of other investment companies advised or Treasurer of PGF and administered by Dreyfus. PIMB; Vice President-- Financial of each other Fund. DONALD A. NANFELDT 55 Executive Vice President of DSC and an officer of other Vice President of PCMB, investment companies advised and administered by PIMB, PMB and PNYMB. Dreyfus. JOHN J. PYBURN 58 Assistant Vice President of Dreyfus and an officer of Treasurer of each Fund, other investment companies advised or administered by except PGF and PIMB. Dreyfus. ROBERT I. FRENKEL 39 Senior Assistant General Counsel of Dreyfus and an Assistant Secretary of officer of other investment companies advised or GCMB. administered by Dreyfus. ROBERT R. MULLERY 42 Assistant General Counsel of Dreyfus and an officer of Assistant Secretary of other investment companies advised or administered by GCMMM, GNYMMM and Dreyfus. PGNMA. STEVEN F. NEWMAN 44 Associate General Counsel of Dreyfus and an officer of Assistant Secretary of other investment companies advised or administered by each Fund, except GCMB Dreyfus. and PGNMA. CHRISTINE PAVALOS 61 Assistant Secretary of Dreyfus, DSC and other Assistant Secretary of investment companies advised or administered by each Fund. Dreyfus.
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NAME AND POSITION WITH PRINCIPAL OCCUPATION AND BUSINESS FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS ---------------------- --- --------------------------------- PAUL R. CASTI, JR. 39 Senior Accounting Manager in the Fund Accounting Controller of GGSMM, GMM Department of Dreyfus and an officer of other and PGF. investment companies advised or administered by Dreyfus. THOMAS J. DURANTE 33 Senior Accounting Manager in the Fund Accounting Controller of DAF. Department of Dreyfus and an officer of other investment companies advised or administered by Dreyfus. GREGORY S. GRUBER 35 Senior Accounting Manager in the Fund Accounting Controller of each Fund, Department of Dreyfus and an officer of other except DAF, GCMMM, investment companies advised or administered by GGSMM, GMM, GMMM, Dreyfus. GNYMMM, PGNMA and PGF. PAUL T. MOLLOY 37 Senior Accounting Manager in the Fund Accounting Controller of GCMMM, Department of Dreyfus and an officer of other GMMM and GNYMMM. investment companies advised or administered by Dreyfus. JAMES M. WINDELS 35 Senior Accounting Manager in the Fund Accounting Controller of PGNMA. Department of Dreyfus and an officer of other investment companies advised or administered by Dreyfus.
~~The address of each officer of the Fund is 200 Park Avenue, New York, New York 10166. 8~~ The following table presents certain information for each Fund regarding the beneficial ownership of its shares as of May 4, 1994 by each officer and Nominee of the Fund owning shares on such date. In each case, such amount constitutes less than 1% of the Fund's outstanding shares.
~~NAME OF FUND NAME NUMBER OF SHARES ------------ ---- ----------------~~ GMB A. Paul Disdier 81.761 GMB Gregory S. Gruber 1,104.938 GNYMMM Elie M. Genadry 78.050 GNYMMM Karen M. Hand 10,665.620 GNYMMM Stephen C. Kris 199,400.270 GNYMMM Monica S. Wieboldt 2,408.350
9 MANAGEMENT AGREEMENT PREMIER GROWTH FUND, INC. 144 Glenn Curtiss Boulevard Uniondale, New York 11556-0144 , 1994 The Dreyfus Corporation 200 Park Avenue New York, New York 10166 Dear Sirs: The above-named investment companyFund] (the "Fund"), herewith confirms its agreement with you as follows:

The Fund desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in ~~its charter documents and in its~~the Fund's Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Fund's Board. The Fund ~~desires to employ you~~employs BNY Mellon Investment Adviser, Inc. (the "Adviser") to act as ~~its~~the Fund's investment ~~adviser.~~ adviser pursuant to a written agreement with the Fund (the "Investment Advisory Agreement"), a copy of which has been furnished to you. The Fund desires to retain you, and you hereby agree to accept such retention, as the Fund's sub-investment adviser as of the date set forth above (the "Effective Date").

In ~~this~~ connection with your serving as sub-investment adviser to the Fund, 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 performance 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. We have discussed and concur in your employing on this basis Fayez Sarofim & Co. to act as the Fund's sub-investment adviser (the "Sub-Investment Adviser") to provide day-to-day management of the Fund's investments.

Subject to the supervision and approval of the Adviser and the Fund's Board, you will provide investment management of the Fund's portfolio in accordance with (i) the Fund's investment objectives, policies and policies as stated in its Prospectus and Statement of Additional Information as from time to time in effect. In connection therewith, you will supervise the continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund's assets conducted by the Sub-Investment Adviser. You will furnish to the Fund such statistical information, with respect to the investments which the Fund may hold or contemplate purchasing, as the Fund may reasonably request. The Fund wishes to be informed of important developments materially affecting its portfolio and shall expect you, on your own initiative, to furnish to the Fund from time to time such information as you may believe appropriate for this purpose. In addition, you will supply office facilities (which may be in your own offices), data processing services, clerical, accounting and bookkeeping services, internal auditing and legal services, internal executive and administrative services, and stationery and office supplies; prepare reports to the Fund's stockholders, tax returns, reports to and filings with the Securities and Exchange Commission and state Blue Sky authorities; calculate the net asset value of the Fund's shares; and generally assist in all aspects of the Fund's operations. You shall have the right, at your expense, to engage other entities to assist you in performing some or all of the obligations set forth in this paragraph, provided each such entity enters into an agreement with you in form and substance reasonably satisfactory to the Fund. You agree to be liable for the acts or omissions of each such entity to the same extent as if you had acted or failed to act under the circumstances. You shall exercise your best judgment in rendering the services to be provided to the Fund hereunder and the Fund agrees as an inducement to your undertaking the same that neither you nor the Sub-Investment Adviser shall be liable hereunder for any error of judgment or mistake of law or for any loss suffered by the Fund, provided that nothing herein shall be deemed to protect or purport to protect you or the Sub-Investment Adviser against any liability to the Fund or to its security holders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties hereunder, or by reason of your reckless disregard of your obligations and duties hereunder, or to which the Sub-Investment Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties under its Sub-Investment Advisory Agreement with you or by reason of its reckless disregard of its obligations and duties under said Agreement. 10 In consideration of services rendered pursuant to this Agreement, the Fund will pay you on the first business day of each month a fee at the annual rate of .75 of 1% of the value of the Fund's average daily net assets. Net asset value shall be computed on such days and at such time or times as described in the Fund's then-current Prospectus and Statement of Additional Information. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be pro-rated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to you, the value of the Fund's net assets shall be computed in the manner specified in the Fund's charter documents for the computation of the value of the Fund's net assets. You will bear all expenses in connection with the performance of your services under this Agreement and will pay all fees of the Sub-Investment Adviser in connection with its duties in respect of the Fund. All other expenses to be incurred in the operation of the Fund (other than those borne by the Sub-Investment 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 Sub-Investment Adviser or any affiliate of you or the Sub-Investment 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./1/ If in any fiscal year the aggregate expenses of the Fund (including fees pursuant to this Agreement, but excluding interest, taxes, brokerage and, with the prior written consent of the necessary state securities commissions, extraordinary expenses) exceed the expense limitation of any state having jurisdiction over the Fund, the Fund may deduct from the fees to be paid hereunder, or you will bear, such excess expense to the extent required by state law. Your obligation pursuant hereto will be limited to the amount of your fees hereunder. Such deduction or payment, if any, will be estimated daily, and reconciled and effected or paid, as the case may be, on a monthly basis. The Fund understands that you and the Sub-Investment Adviser now act, and that from time to time hereafter you or the Sub-Investment Adviser may act, as investment adviser to one or more other investment companies and fiduciary or other managed accounts, and the Fund has no objection to your and the Sub- Investment Adviser's so acting, provided that when the purchase or sale of securities of the same issuer is suitable for the investment objectives of two or more such companies or accounts which have available funds for investment, the available securities will be allocated in a manner believed to be equitable to each company or account. It is recognized that in some cases this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for or disposed of by the Fund. In addition, it is understood that the persons employed by you to assist in the performance of your duties hereunder will not devote their full time to such service and nothing contained herein shall be deemed to limit or restrict your right or the right of any of your affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. Neither you nor the Sub-Investment Adviser shall be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence on your part in the performance of your duties or from reckless disregard by you of your obligations and duties under this Agreement and, in the case of the Sub- Investment Adviser, for a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under its Sub- Investment Advisory Agreement. Any person, even though also your officer, director, partner, employee or agent, who may be or become an officer, Board members, employee or agent of the Fund, shall be deemed, when rendering services to the Fund or acting on any business of the Fund, to be rendering such services to or acting solely for the Fund and not as your officer, director, partner, employee or agent or one under your control or direction even though paid by you. - - ------- /1/See Note 1 below. 11 This Agreement shall continue until March 24, 1995, and thereafter shall continue automatically for successive annual periods ending on March 24th of each year, provided such continuance is specifically approved at least annually by (i) the Fund's Board or (ii) vote of a majority (as defined in the Investment Company Act of 1940) of the Fund's outstanding voting securities, provided that in either event its continuance also is approved by a majority of the Fund's Board 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. This Agreement is terminable without penalty, on 60 days' notice, by the Fund's Board or by vote of holders of a majority of the Fund's shares or, upon not less than 90 days' notice, by you. This Agreement also will terminate automatically in the event of its assignment (as defined in said Act). The Fund is agreeing to the provisions of this Agreement that limit the Sub- Investment Adviser's liability and other provisions relating to the Sub- Investment Adviser so as to induce the Sub-Investment Adviser to enter into its Sub-Investment Advisory Agreement with you and to perform its obligations thereunder. The Sub-Investment Adviser is expressly made a third party beneficiary of this Agreement with rights as respects the Fund to the same extent as if it had been a party hereto. 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, PREMIER GROWTH FUND, INC. By: ______________________________ Accepted: THE DREYFUS CORPORATION By: ______________________________ PLEASE READ CAREFULLY THE FOLLOWING NOTES TO NEW AGREEMENT 1. The Existing Agreement does not enumerate all expenses currently borne by the Fund. The structure of the Existing Agreement is to give examples of these expenses. The New Agreement provides uniform examples among the Funds. The Fund is eligible to bear these--as well as all other--Fund operating expenses, whether or not enumerated. 2. The New Agreement expressly provides for Dreyfus to engage, at its expense, one or more entities to provide sub-administration services to the Fund. It currently is contemplated that the New Distributor or an affiliate of the New Distributor would provide these services. The Existing Agreement does not so provide. 12 SUB-INVESTMENT ADVISORY AGREEMENT THE DREYFUS CORPORATION 200 Park Avenue New York, New York 10166 , 1994 Fayez Sarofim & Co. Two Houston Center Suite 2907 Houston, Texas 77010 Dear Sirs: As you are aware, Premier Growth Fund, Inc., a Maryland corporation (the "Fund"), desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in its Articles of Incorporation 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 of Directors. The Fund intends to employ The Dreyfus Corporation (the "Adviser") to act as its investment adviser pursuant to a written agreement (the "Management Agreement"), a copy of which has been furnished to you. The Adviser desires to employ you to act as the Fund's sub-investment adviser. In this connection, it is understood that from time to time you will employ or associate with yourself such person or persons as you may believe to be particularly fitted to assist you in the performance 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 the Fund's portfolio in accordance with the Fund's investment objectives and policies as stated in the Fund's Prospectus and Statement of Additional Information as from time to time in ~~effect.~~effect and provided to you by the Adviser; (ii) any applicable procedures or policies adopted or approved by the Adviser or the Fund's Board with respect to the Fund as from time to time in effect, or in any supplements thereto, and furnished in writing to you; (iii) the requirements applicable to registered investment companies under applicable laws, including without limitation the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the rules and regulations thereunder, and the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder applicable to qualification as a "regulated investment company"; and (iv) any written instructions which the Adviser or the Fund's Board may issue to you from time to time; provided, however, that you shall not be bound by any update, modification or amendment of such documents or other procedures or policies of the Fund or the Adviser unless and until you have been given notice thereof in accordance with this Agreement and have been provided with a copy of such update, modification or amendment. In connection ~~therewith,~~with your duties

hereunder, you (a) will obtain and provide investment research and supervise the Fund's investments and (b) will conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund's assets, including the placing of portfolio transactions for execution either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant, counterparty or others. You agree that, in placing any orders with selected brokers and dealers, you will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation and in accordance with applicable securities laws, you, in your discretion, may purchase and sell portfolio securities from and to brokers and dealers who provide the Fund, the Adviser's other clients, or your other clients with research, analysis, advice and similar services. You may cause the Fund to pay to brokers and dealers, in return for such research and analysis, a higher commission than may be charged by other brokers and dealers, subject to your good faith determination that such commission is reasonable in terms either of the particular transaction or of your overall responsibility to the Fund and your other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term and, if applicable, subject to compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. Such authorization is subject to termination at any time by the Fund's Board for any reason. In addition, you are authorized to allocate purchase and sale orders for portfolio securities to brokers and dealers that are affiliated with you, the Adviser, the Fund's principal underwriter or any other sub-investment adviser to the Fund if you believe that the quality of the transaction and the commission are comparable to what they would be with other qualified firms, and provided that the transactions are consistent with the Fund's Rule 17e-1 procedures as they may be provided to you by the Adviser from time to time. In no instance may portfolio securities be purchased from or sold to you, the Adviser, the Fund's principal underwriter, any other sub-investment adviser to the Fund or any person affiliated with you, the Adviser, the Fund's principal underwriter, any other sub-investment adviser to the Fund or the Fund, except in accordance with the applicable securities laws and the rules and regulations thereunder, including Rules 17a-7 and 17a-10 under the Investment Company Act and any exemptive order then currently in effect. The Adviser will periodically provide you with a list of the affiliates of the Adviser, the Fund's principal underwriter or the Fund to which investment or trading restrictions apply, and will specifically identify in writing (a) all publicly traded companies in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by the Fund.

Proxies of companies whose shares are held by the Fund shall be voted as described in the Fund's Prospectus and Statement of Additional Information, and you shall assume responsibility for the voting of such proxies pursuant to proxy voting procedures approved by the Adviser. You are authorized and agree to act on behalf of the Fund with respect to any reorganizations, exchange offers and other voluntary corporate actions in connection with securities held by the Fund in such manner as you deem advisable, unless the Fund or the Adviser otherwise specifically directs in writing. You shall have no responsibility with respect to the collection of income, physical acquisition or the safekeeping or custody of the Fund's assets. The Adviser will furnish you with copies of the Fund's Prospectus, Statement of Additional Information and shareholder reports. You will be provided the opportunity to review and approve any description of you and your investment process set forth in the Fund's Prospectus, Statement of Additional Information and shareholder reports. The Adviser also will furnish you with copies of Prospectus or Statement of Additional Information supplements that disclose any changes to the Fund's investment objective, policies, strategies or restrictions.

You will furnish to the Adviser or the Fund such ~~statistical~~ information, with respect to the investments which the Fund 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 the Fund's 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. In connection therewith, you will notify the Adviser if you become aware of any bankruptcy proceedings, securities litigation class actions or settlements affecting the investments which the Fund holds or, at a time relevant to such proceeding, class action or settlement, has held. Upon reasonable request, you will make available your officers and employees, including the portfolio managers named in the Fund's Prospectus and/or Statement of Additional Information, to meet with the Fund's Board and/or the Adviser to review the Fund's assets.

You ~~shall exercise your best judgment~~will maintain all required books and records with respect to the securities transactions of the Fund in ~~rendering~~accordance with all applicable laws, and in compliance with the ~~services to be provided hereunder,~~requirements of the rules under Section 31 of the Investment Company Act, and will furnish the Fund's Board and the Adviser ~~agrees~~with such periodic and special reports as ~~an inducement~~the Fund's Board or the Adviser reasonably may request. You hereby agree that all records which you maintain for the Fund or the Adviser are the property of the Fund or the Adviser, and agree to ~~your undertaking~~preserve for the ~~same that~~periods prescribed by applicable law any records which you ~~shall not~~maintain for the Fund or the Adviser and which are required to be ~~liable hereunder~~maintained, and further agree to surrender promptly to the Fund or the Adviser any records which you maintain for ~~any error of judgment~~the Fund or ~~mistake of law or for any loss suffered~~the Adviser upon request by the Fund or the Adviser, provided that ~~nothing herein~~you shall ~~be deemed~~have reasonable opportunity to ~~protect or purport~~create and maintain copies of applicable records.

You agree to ~~protect you against any liability to~~comply with applicable laws, rules and regulations, including the ~~Adviser,~~Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"), and the ~~Fund or~~Investment Company Act. You will promptly notify the Fund's ~~security holders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence~~Chief Compliance Officer (a) in the ~~performance~~event the Securities and Exchange Commission or other governmental authority has censured you, placed limitations upon your activities, functions or operations, suspended or revoked your registration, as an investment adviser, or has commenced proceedings or an investigation that may result in any of ~~your duties hereunder,~~these actions; or ~~by reason~~(b) upon becoming aware of ~~your reckless disregard~~any material fact relating to you that is not contained in the Fund's Prospectus or Statement of Additional Information, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement contained therein that becomes untrue in any material respect. Upon request, and in accordance with the scope of your obligations and ~~duties hereunder.~~ responsibilities contained in this Agreement, you will provide reasonable assistance to the Fund in connection with the Fund's compliance with applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations thereunder, and Rule 38a-1 under the Investment Company Act. Such assistance shall include, but not be limited to, (i) providing the Fund's Chief Compliance Officer upon request with copies of your compliance policies and procedures; (ii) certifying periodically, upon the request of the Fund's Chief Compliance Officer, that you are in compliance with all applicable "federal securities laws," as required by Rule 38a-1 under the Investment Company Act and Rule 206(4)-7 under the Investment Advisers Act; (iii) facilitating and cooperating with the Fund's Chief Compliance Officer to evaluate the effectiveness of your compliance controls; (iv) providing the Fund's Chief Compliance Officer with direct access to your compliance personnel; (v) providing the Fund's Chief Compliance Officer with periodic reports; and (vi) promptly providing the Fund's Chief Compliance Officer with special reports in the event of material compliance violations. Upon request, you will provide certifications to the Fund, in a form satisfactory to the Fund, to be relied upon by the Fund's officers certifying the Fund's periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act.

In consideration of services rendered pursuant to this Agreement, the ~~Adviser~~Fund will pay you, on the first business day of each month, ~~out~~a fee at the annual rate of .2175 of 1% of the ~~management fee it receives and only to the extent thereof, a fee calculated daily and paid monthly based on~~value of the Fund's average daily net assets, ~~for the preceding month as follows:~~
~~ANNUAL FEE AS A PERCENTAGE TOTAL ASSETS OF AVERAGE DAILY NET ASSETS ------------ ---------------------------~~ 0 up to $25 million........................... .11 of 1% $25 million up to $75 million................. .18 of 1% $75 million up to $200 million................ .22 of 1% $200 million up to $300 million............... .26 of 1% $300 million or more.......................... .275 of 1%
13 ~~Net asset value shall be computed on such days~~calculated daily and ~~at such time or times as described in the Fund's then-current Prospectus and Statement of Additional Information.~~paid monthly. The fee for the period from the ~~date following the commencement of sales of the Fund's shares (after any sales are made to the Adviser)~~Effective Date to the end of the month ~~during which such sales shall have been commenced~~thereof 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~~calculating the fee payable to you, the value of the Fund's net assets shall be computed in the manner specified in the Fund's ~~Articles~~then-current Prospectus and Statement of ~~Incorporation~~Additional Information for the computation of the value of the Fund's net assets.

Net asset value shall be computed on such days and at such time or times as described in the Fund's then-current Prospectus and Statement of Additional Information. You agree to monitor the Fund's assets and to notify the Adviser on any day that you determine that a significant event has occurred with respect to one or more securities held in the Fund's assets that would materially affect the value of such securities (provided that you shall not be responsible for providing information based on valuations provided by third party services which value securities based upon changes in one or more broad-based indices). At the request of the Adviser or the Fund's Valuation Committee, you agree to provide additional reasonable assistance to the Adviser, the Fund's Valuation Committee and the Fund's pricing agents in valuing the Fund's assets, including in connection with fair value pricing of the Fund's assets.

You will bear all expenses in connection with the performance of your services under this Agreement. All other expenses to be incurred in the operation of the Fund (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, brokerage fees and commissions, if any, fees of Board members who are not the Adviser's or your officers, directors or 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, 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 shareholder reports and meetings, costs of preparing and printing prospectuses and statements of additional information, and any extraordinary expenses. It is understood that certain stockholder servicing, administration and/or distribution expenses to be incurred in connection with the Fund's shares will be paid pursuant to a Service Plan adopted in accordance with rules promulgated under Section 12 of the Investment Company Act.

The Fund understands that you now act, and that from time to time hereafter you may act, as investment adviser or sub-investment adviser to one or more other investment companies, private funds or other pooled investment vehicles and fiduciary or other managed accounts (collectively, the "accounts"), and the Fund has no objection to your so acting, provided that when the purchase or sale of securities of the same issuer is suitable for the investment objectives of two or more accounts managed by you and which have available funds for investment in the case of a purchase, the available securities will be allocated in a manner believed by you to be equitable to each account. It is recognized that in some cases this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for or disposed of by the Fund.

In addition, it is understood that the persons employed by you to assist in the performance of your duties hereunder will not devote their full time to such 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 exercise your best judgment in rendering the services to be provided hereunder, and the Fund agrees as an inducement to your undertaking the same that you shall not be liable hereunder for any error of judgment or mistake of law or for any loss suffered by the Fund, provided that nothing herein shall be deemed to protect or purport to protect you against any liability to the Fund or the Fund's shareholders 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.

You shall indemnify and hold harmless the Fund against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) ("Losses") to which the Fund becomes subject arising out of or based on any untrue statement of a material fact contained in the Prospectus and/or Statement of Additional Information, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to you that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished by you to the Adviser or the Fund for use therein.

This Agreement shall continue automatically for successive annual periods ending on [________] of each year, provided such continuance is specifically approved at least annually by (i) the Fund's Board or (ii) vote of a majority (as defined in the Investment Company Act) of the Fund's outstanding voting securities, provided that in either event the continuance also is approved by a majority of the Fund's Board members who are not "interested persons" (as defined in the Investment Company Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable without penalty, on not more than 60 days' notice, by the Fund's Board or by vote of holders of a majority of the Fund's outstanding voting securities, or, upon not less than 90 days' notice, by you. This Agreement also will terminate automatically in the event of its assignment (as defined in the Investment Company Act or the Investment Advisers Act) and you shall be notified by the Fund, or you shall notify the Fund, as applicable, as soon as reasonably practicable and as permissible under applicable law or agreement. In addition, notwithstanding anything herein to the contrary, if the Investment Advisory Agreement terminates for any reason, this Agreement shall terminate effective upon the date the Investment Advisory Agreement terminates.

The Fund acknowledges that it has received and has had an opportunity to read a copy of your Form ADV Part 2A (the "Brochure") and a copy of the Form ADV Part 2B with respect to your personnel with the most significant responsibility for providing advisory services to the Fund (the "Brochure Supplement"). The Fund agrees that the Brochure and Brochure Supplement, as well as other client communications, may be transmitted to the Fund electronically.

The Fund has claimed an exclusion from the definition of a Commodity Pool Operator pursuant to CFTC Rule 4.5 (the "CPO Exclusion") and you shall not manage the Fund's assets in a manner that would cause the Fund to not qualify for the CPO Exclusion until otherwise notified by the Fund. In the event that

the Fund no longer relies on the CPO Exclusion and you intend to rely on CFTC Rule 4.7, unless advised by the Adviser to the contrary, the Fund represents that it is a "qualified eligible person" under the rule, consents to being treated as an exempt account under the rule, and acknowledges the legend set forth above its signature below.

No party to this Agreement will disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever, except as expressly authorized in this Agreement or, with respect to you, as may reasonably be required to execute transactions on behalf of the Fund. The parties will keep confidential any non-public information obtained directly as a result of this service relationship; provided that the Fund may make any disclosure to the Adviser, or the Fund's legal counsel or auditors or other service providers to the Fund, as the Fund's Board may reasonably determine necessary in its sole discretion; provided that no such information may be used for any trading or investment purposes unrelated to management of the Fund. Notwithstanding the foregoing, any party may disclose such non-public information if (a) such information is or hereafter otherwise is known by the receiving party or has been disclosed, directly or indirectly, to others or becomes ascertainable from public or published information or trade sources, (b) if such disclosure is required by applicable federal, state or other law or regulation, (c) if such disclosure is required or requested by regulatory authorities or judicial process, (d) such disclosure is reasonably required by legal counsel or auditors of the party (or of the Adviser) in connection with the performance of their professional services, or (e) as may otherwise be contemplated by this Agreement. You shall not disclose information regarding characteristics of the Fund's assets, trading history, portfolio holdings, performance information or any other related information to any third party, except in compliance with the Fund's policies on disclosure of portfolio holdings or as required by applicable law or regulation.

No provision of this Agreement may be changed, waived or discharged unless signed in writing by the parties hereto. This Agreement shall be governed by the laws of the State of New York, without regard to the conflict of law principles thereof, provided that nothing herein shall be construed in a manner inconsistent with the Investment Company Act or the Investment Advisers Act. This Agreement may be executed in several counterparts, each of which shall be deemed an original for all purposes, including judicial proof of the terms hereof, and all of which together shall constitute and be deemed one and the same agreement. Nothing in this Agreement shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived. If any one or more of the provisions of this Agreement shall be held contrary to express law or against public policy, or shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remainder of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. The rights of indemnification herein shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise by law and shall survive termination of this Agreement.

Unless otherwise provided herein or agreed to in writing by the parties, all notices or instructions permitted or required under this Agreement shall be deemed to have been properly given if sent by regular first-class mail, registered mail, private courier, facsimile or electronically and addressed to (or delivered to) the respective party at the address set forth above or at such other address or addresses as shall be specified, in each case, in a notice similarly given. Each party may rely upon any notice from the other party or other communication reasonably believed by the receiving party to be genuine.

~~This Agreement contains all of the terms agreed upon or made by the parties relating to the subject matter of this Agreement, and supersedes all prior and contemporaneous agreements, negotiations,~~

~~correspondence, undertakings and communications of the parties, oral or written, respecting such subject matter.~~

PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.

~~If the foregoing is in accordance with your understanding, will you kindly so indicate by signing and returning to us the enclosed copy hereof.~~

[Name of Fund] (the "Fund") desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the Fund's 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 of Directors. The Fund employs BNY Mellon Investment Adviser, Inc. (the "Adviser") to act as the Fund's investment adviser pursuant to a written agreement with the Fund (the "Management Agreement"), a copy of which has been furnished to you. The Adviser is authorized to and desires to retain you, and you hereby agree to accept such retention, to act as the Fund's sub-investment adviser as of the date set forth above (the "Effective Date").

In connection with your serving as sub-investment adviser to the Fund, 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 performance of this Agreement. 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 and the Fund's Board of Directors, you will provide investment management of the Fund's portfolio in accordance with (i) the Fund's investment objectives, policies and limitations as stated in the Fund's Prospectus and Statement of Additional Information as from time to time in effect and provided to you by the Adviser; (ii) any applicable procedures or policies adopted or approved by the Adviser or the Fund's Board with respect to the Fund as from time to time in effect, or in any supplements thereto, and furnished in writing to you; (iii) the requirements applicable to registered investment companies under applicable laws, including without limitation the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the rules and regulations thereunder, and the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and the rules and regulations thereunder applicable to qualification as a "regulated investment company"; and (iv) any written instructions which the Adviser or the Fund's Board may issue to you from time to time; provided, however, that you shall not be bound by any update, modification or amendment of such documents or other procedures or policies of the Fund or the Adviser unless and until you have been given notice thereof in accordance with this Agreement and have been provided with a copy of such update,

modification or amendment. With respect to the foregoing, the Adviser will seek to provide you with prior notice of any update, modification or amendment of such documents or other procedures or policies of the Fund or the Adviser that is reasonably sufficient to provide you with the time necessary to make any changes to the Fund's portfolio that are required to comply with such procedures or policies in an orderly manner. In connection with your duties hereunder, you (a) will obtain and provide investment research and supervise the Fund's investments and (b) will conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund's assets, including the placing of portfolio transactions for execution either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant, counterparty or others. You agree that, in placing any orders with selected brokers and dealers, you will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation and in accordance with applicable securities laws, you, in your discretion, may purchase and sell portfolio securities from and to brokers and dealers who provide the Fund, the Adviser's other clients, or your other clients with research, analysis, advice and similar services. You may cause the Fund to pay to brokers and dealers, in return for such research and analysis, a higher commission than may be charged by other brokers and dealers, subject to your good faith determination that such commission is reasonable in terms either of the particular transaction or of your overall responsibility to the Fund and your other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term and, if applicable, subject to compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. Such authorization is subject to termination at any time by the Fund's Board for any reason. In addition, you are authorized to allocate purchase and sale orders for portfolio securities to brokers and dealers that are affiliated with you, the Adviser, the Fund's principal underwriter or any other sub-investment adviser to the Fund if you believe that the quality of the transaction and the commission are comparable to what they would be with other qualified firms, and provided that the transactions are consistent with the Fund's Rule 17e-1 procedures as they may be provided to you by the Adviser from time to time. In no instance may portfolio securities be purchased from or sold to you, the Adviser, the Fund's principal underwriter, any other sub-investment adviser to the Fund or any person affiliated with you, the Adviser, the Fund's principal underwriter, any other sub-investment adviser to the Fund or the Fund, except in accordance with the applicable securities laws and the rules and regulations thereunder, including Rules 17a-7 and 17a-10 under the Investment Company Act and any exemptive order then currently in effect. The Adviser will periodically provide you with a list of the affiliates of the Adviser, the Fund's principal underwriter or the Fund to which investment or trading restrictions apply, and will specifically identify in writing (a) all publicly traded companies in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by the Fund.

Proxies of companies whose shares are held by the Fund shall be voted as described in the Fund's Prospectus and Statement of Additional Information, and you shall assume responsibility for the voting of such proxies pursuant to proxy voting procedures approved by the Adviser. You are authorized and agree to act on behalf of the Fund with respect to any reorganizations, exchange offers and other voluntary corporate actions in connection with securities held by the Fund in such manner as you deem advisable, unless the Fund or the Adviser otherwise specifically directs in writing. You shall have no responsibility with respect to the collection of income, physical acquisition or the safekeeping or custody of the Fund's assets. The Adviser shall furnish you with copies of the Fund's Prospectus, Statement of Additional Information and shareholder reports. You will be provided the opportunity to review and approve any description of you and your investment process set forth in the Fund's Prospectus, Statement of Additional Information and shareholder reports. The Adviser also will furnish you with copies of Prospectus or

~~Statement of Additional Information supplements that disclose any changes to the Fund's investment objective, policies, strategies or restrictions.~~

You will furnish to the Adviser or the Fund such information, with respect to the investments which the Fund 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 the Fund's 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. In connection therewith, you will notify the Adviser if you become aware of any bankruptcy proceedings, securities litigation class actions or settlements affecting the investments which the Fund holds or, at a time relevant to such proceeding, class action or settlement, has held. Upon reasonable request, you will make available your officers and employees, including the portfolio managers named in the Fund's Prospectus and/or Statement of Additional Information, to meet with the Fund's Board and/or the Adviser to review the Fund's assets.

You will maintain all required books and records with respect to the securities transactions of the Fund in accordance with all applicable laws, and in compliance with the requirements of the rules under Section 31 of the Investment Company Act, and will furnish the Fund's Board and the Adviser with such periodic and special reports as the Fund's Board or the Adviser reasonably may request. You hereby agree that all records which you maintain for the Fund or the Adviser are the property of the Fund or the Adviser, and agree to preserve for the periods prescribed by applicable law any records which you maintain for the Fund or the Adviser and which are required to be maintained, and further agree to surrender promptly to the Fund or the Adviser any records which you maintain for the Fund or the Adviser upon request by the Fund or the Adviser, provided that you shall have reasonable opportunity to create and maintain copies of applicable records.

The Adviser and you each agree to comply with applicable laws, rules and regulations, including the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"), and the Investment Company Act. You will promptly notify the Fund's Chief Compliance Officer (a) in the event the Securities and Exchange Commission or other governmental authority has censured you, placed limitations upon your activities, functions or operations, suspended or revoked your registration, as an investment adviser, or has commenced proceedings or an investigation that may result in any of these actions; or (b) upon becoming aware of any material fact relating to you that is not contained in the Fund's Prospectus or Statement of Additional Information, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement contained therein that becomes untrue in any material respect. Upon request, and in accordance with the scope of your obligations and responsibilities contained in this Agreement, you will provide reasonable assistance to the Fund in connection with the Fund's compliance with applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations thereunder, and Rule 38a-1 under the Investment Company Act. Such assistance shall include, but not be limited to, (i) providing the Fund's Chief Compliance Officer upon request with copies of your compliance policies and procedures; (ii) certifying periodically, upon the request of the Fund's Chief Compliance Officer, that you are in compliance with all applicable "federal securities laws," as required by Rule 38a-1 under the Investment Company Act and Rule 206(4)-7 under the Investment Advisers Act; (iii) facilitating and cooperating with the Fund's Chief Compliance Officer to evaluate the effectiveness of your compliance controls; (iv) providing the Fund's Chief Compliance Officer with direct access to your compliance personnel; (v) providing the Fund's Chief Compliance Officer with periodic reports; and (vi) promptly providing the Fund's Chief Compliance Officer with special reports in the event of material compliance

violations. Upon request, you will provide certifications to the Fund, in a form satisfactory to the Fund, to be relied upon by the Fund's officers certifying the Fund's periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act.

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 annual rate of .2175 of 1% of the value of the Fund's average daily net assets, calculated daily and paid monthly. The fee for the period from the Effective Date to the end of the month thereof 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 calculating the fee payable to you, the value of the Fund's net assets shall be computed in the manner specified in the Fund's then-current Prospectus and Statement of Additional Information for the computation of the value of the Fund's net assets.

You will bear all expenses in connection with your performance of your services under this Agreement, and you will not be obligated to bear, directly or indirectly, any expenses incurred by others, including the Adviser. All other expenses to be incurred in the operation of the Fund (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, brokerage fees and commissions, if any, fees of Directors who are not the Adviser's or your officers, directors or 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, printing and distributing prospectuses and statements of additional information, costs of stockholders' reports and meetings, and any extraordinary expenses.

If in any fiscal year the aggregate expenses of the Fund (including fees pursuant to the ~~Fund's~~ Management Agreement, but excluding interest, taxes, brokerage and, with the prior written consent of the necessary state securities commissions, extraordinary expenses) exceed the expense limitation of any state having jurisdiction over the Fund, the Adviser may deduct from the fees to be paid hereunder, or you will bear such excess expense on a ~~pro- rata~~pro-rata basis with the Adviser, in the proportion that the sub-advisory fee payable

to you pursuant to this Agreement bears to the fee payable to the Adviser pursuant to the Management Agreement, to the extent required by state law. Your obligation pursuant hereto will be limited to the amount of your fees hereunder. Such deduction or payment, if any, will be estimated daily, and reconciled and effected or paid, as the case may be, on a monthly basis.

The Adviser understands that in entering into this Agreement you have relied upon the inducements made by the Fund to you under the Management Agreement. The Adviser also understands that you now act, and that from time to time hereafter you may act, as investment adviser or sub-investment adviser to one or more other investment companies, private funds or other pooled investment vehicles and fiduciary or other managed accounts (collectively, the "accounts"), and the Adviser has no objection to your so acting, provided that when the purchase or sale of securities of the same issuer is suitable for the investment objectives of two or more ~~companies or~~ accounts managed by you and which have available funds for investment in the case of a purchase, the available securities will be allocated in a manner believed by you to be equitable to each ~~company or~~ account. It is recognized that in some cases this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for or disposed of by the Fund.

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 the Fund or the Adviser, ~~in connection with~~provided that nothing herein shall be deemed to protect or purport to protect you against any liability to the ~~matters~~Adviser, the Fund or the Fund's shareholders to which ~~this Agreement relates, except for a loss resulting from~~you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence ~~on your part~~ in the performance of your duties hereunder, or ~~from~~by reason of your reckless disregard ~~by you~~ of your obligations and duties hereunder. In no event will you have any responsibility for any portion of the Fund's assets not managed by you or for the acts or omissions of the Adviser or any other sub-investment adviser to the Fund. In particular, in the event that you manage only a segment of the Fund's assets, you shall have no responsibility for the Fund being in violation of any applicable law or regulation or investment policy or restriction applicable to the Fund as a whole, or for the Fund failing to qualify as a regulated investment company under ~~this Agreement. Any person, even though also~~the Internal Revenue Code, if the securities and other holdings of the segment of the Fund's assets managed by you are such that your ~~officer, director, partner, employee~~segment would not be in such violation or ~~agent, who may be or become an officer, Director, employee or agent~~fail to so qualify if such segment were deemed a separate series of the Fund or a separate regulated investment company under the Internal Revenue Code, unless such violation was due to your failure to comply with written guidelines adopted by the Fund or the Adviser and provided to you.

You shall ~~be deemed, when rendering services~~indemnify and hold harmless the Adviser and the Fund against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) ("Losses") to which the Adviser or the Fund become subject arising out of or based on any untrue statement of a material fact contained in the Prospectus and/or Statement of Additional Information, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or ~~acting~~the omission to state therein a material fact known to you that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished by you to the Adviser or the Fund for use therein. The Adviser shall indemnify you and hold you harmless against any and all Losses

to which you may become subject arising out of or based on any ~~business~~untrue statement of a material fact contained in the Prospectus and/or Statement of Additional Information, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Adviser that was required to be ~~rendering~~stated therein or necessary to make the statements therein not misleading, unless such ~~services~~statement or omission was made in reliance upon information furnished by you to the Adviser or ~~acting solely for~~ the Fund ~~and not as your officer, director, partner, employee, or agent or one under your control or direction even though paid by you.~~ for use therein.

This Agreement ~~shall continue until March 24, 1995, and thereafter~~ shall continue automatically for successive annual periods ending on ~~March 24th~~[_______] of each year, provided such continuance is specifically approved at least annually by (i) the Fund's Board of Directors or (ii) vote of a majority (as defined in the Investment Company ~~Act of 1940, as amended)~~Act) of the Fund's 14 outstanding voting securities, provided that in either event ~~its~~the continuance also is approved by a majority of the Fund's Directors who are not "interested persons" (as defined in ~~said~~the Investment Company Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable without penalty (i) by the Adviser ~~upon~~on not more than 60 days' notice to you, (ii) by the Fund's Board of Directors or by vote of the holders of a majority of the Fund's ~~shares upon~~outstanding voting securities on not more than 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 in the event of its assignment (as defined in ~~said~~the Investment Company Act or the Investment Advisers Act). and you shall be notified by the Fund and the Adviser, or you shall notify the Fund and the Adviser, as applicable, as soon as reasonably practicable and as permissible under applicable law or agreement. 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.

The Adviser acknowledges that it has received and has had an opportunity to read a copy of your Form ADV Part 2A (the "Brochure") and a copy of the Form ADV Part 2B with respect to your personnel with the most significant responsibility for providing advisory services to the Fund (the "Brochure Supplement"). The Adviser agrees that the Brochure and Brochure Supplement, as well as other client communications, may be transmitted to the Adviser electronically.

The Adviser, on behalf of the Fund, has claimed an exclusion from the definition of a Commodity Pool Operator pursuant to CFTC Rule 4.5 (the "CPO Exclusion") and you shall not manage the Fund's assets in a manner that would cause the Fund to not qualify for the CPO Exclusion until otherwise notified by the Adviser on behalf of the Fund. In the event that the Fund no longer relies on the CPO Exclusion and you intend to rely on CFTC Rule 4.7, unless advised by the Adviser to the contrary, the Adviser represents that the Fund is a "qualified eligible person" under the rule, consents to the Fund being treated as an exempt account under the rule, and acknowledges the legend set forth above its signature below. In addition, the Adviser represents to you that it is registered as a Commodity Pool Operator and is a member of the National Futures Association in such capacity, to the extent required by the nature of its activities, and you represent to the Adviser that you are registered as a Commodity Trading Advisor and are a member of the National Futures Association in such capacity.

that the Adviser may make any disclosure to its affiliates, the Fund, or the Fund's Board, legal counsel or auditors or other service providers to the Fund, as the Adviser may reasonably determine necessary in its sole discretion; provided that no such information may be used for any trading or investment purposes unrelated to management of the Fund. Notwithstanding the foregoing, any party may disclose such non-public information if (a) such information is or hereafter otherwise is known by the receiving party or has been disclosed, directly or indirectly, to others or becomes ascertainable from public or published information or trade sources, (b) if such disclosure is required by applicable federal, state or other law or regulation, (c) if such disclosure is required or requested by regulatory authorities or judicial process, (d) such disclosure is reasonably required by legal counsel or auditors of the party (or of the Fund, the Fund's Board or affiliates of the Adviser) in connection with the performance of their professional services, or (e) as may otherwise be contemplated by this Agreement. You shall not disclose information regarding characteristics of the Fund's assets, trading history, portfolio holdings, performance information or any other related information to any third party, except in compliance with the Fund's policies on disclosure of portfolio holdings or as required by applicable law or regulation.

~~The Fund is expressly made a third party beneficiary of this Agreement, having rights to the same extent as though the Fund was a party to this Agreement.~~

This Agreement contains all of the terms agreed upon or made by the parties relating to the subject matter of this Agreement, and supersedes all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, respecting such subject matter.

~~PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS~~

BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.

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: FAYEZ SAROFIM & CO. By: ______________________________ 15 ~~REPORT OF INDEPENDENT AUDITORS ERNST & YOUNG . One Houston Center Suite 2400 1221 McKinney Street Houston, Texas 77010-2007 . Phone: 713-750-1500 . Fax: 713-750-1501 Board~~

~~(A Series of ~~Directors Fayez Sarofim & Co. We have audited~~BNY Mellon Variable Investment Fund)~~

The undersigned owner of one or more variable annuity contracts or variable life insurance policies (collectively, the accompanying consolidated balance sheet of Fayez Sarofim & Co. and subsidiaries as of December 31, 1993. This consolidated balance sheet is the responsibility of the Company's management. Our responsibility is to express an opinion on this consolidated balance sheet based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated balance sheet is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated balance sheet. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated balance sheet presentation. We believe that our audit of the consolidated balance sheet provides a reasonable basis for our opinion. In our opinion, the consolidated balance sheet referred to above presents fairly, in all material respects, the consolidated financial position of Fayez Sarofim & Co. and subsidiaries at December 31, 1993, in conformity with generally accepted accounting principles. Ernst & Young February 14, 1994 16 FAYEZ SAROFIM & CO. CONSOLIDATED BALANCE SHEET DECEMBER 31, 1993 ASSETS
CURRENT ASSETS: Cash and cash equivalents........................................ $ 1,082,741 Accounts receivable: Investment counseling fees billed................................ 2,770,450 Investment counseling fees earned but not billed................. 21,292,199 Other receivables................................................ 2,659,790 Prepaid expenses and other assets................................ 909,436 ------------ TOTAL CURRENT ASSETS.............................................. 28,714,616 INVESTMENTS IN SECURITIES (Note 2): Marketable equity securities--at cost (Note 3)................... 303,979,605 Other investments--at cost....................................... 34,595,119 ------------ 338,574,724 Furniture, equipment, and leasehold improvements--at cost, net of accumulated depreciation and amortization (Note 3).............. 8,780,492 ------------ TOTAL ASSETS...................................................... $376,069,832 ============
~~LIABILITIES AND SHAREHOLDERS' EQUITY~~
CURRENT LIABILITIES: Trade accounts payable and accrued expenses...................... $ 2,413,156 Current portion of long-term debt (Note 3)....................... 4,386,324 Income taxes payable............................................. 517,889 ------------ TOTAL CURRENT LIABILITIES......................................... 7,317,369 LONG-TERM DEBT, less current portion (Note 3)..................... 104,455,250 SHAREHOLDERS' EQUITY: Common stock, $1 par value: Authorized shares--12,000,000 Issued shares--7,485,418 (Note 4)................................ 7,485,418 Additional paid-in capital....................................... 19,363,487 Retained earnings................................................ 237,448,308 ------------ TOTAL SHAREHOLDERS' EQUITY........................................ 264,297,213 ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY........................ $376,069,832 ============
~~See accompanying notes. 17~~ FAYEZ SAROFIM & CO. NOTES TO CONSOLIDATED BALANCE SHEET DECEMBER 31, 1993 1. SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated balance sheet includes the accounts of Fayez Sarofim & Co. (the "Company""Policies") and its wholly owned subsidiaries. All intercompany accounts have been eliminated upon consolidation. Investment Counseling Fees The Company provides investment counseling services and supervises the investment portfolio of its clients. The Company bills its clients quarterly for services rendered based upon standard fees as filed with regulatory authorities. Unbilled accounts receivable consist of amounts earned but not billed or billable on accounts with quarters beginning after September 30. The unbilled fees earned as of December 31 have been estimated based upon the fees last billed during the year adjusted to reflect changes in client portfolios to December 31. Billed accounts receivable represent billings for quarters ending prior to December 1, which had not been collected at the balance sheet date. 2. INVESTMENTS IN SECURITIES At December 31, 1993, the Company owned marketable equity securities which are carried in the balance sheet at historical cost of $303,979,605, which reflects the lower of aggregate cost or market. The market value of these securities, as determinedoffered by the closing price on the appropriate national securities exchange, as of the same date is $757,798,059. The difference between recorded historical cost and quoted market value is reflected in net unrealized gains of $453,818,454. The Company holds other investments in securities for which no quoted market is available. These securities are also carried at historical cost in the balance sheet. The Company's management believes that the fair value of these securities approximates $40,355,580. In May 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (the Statement), effective for fiscal years beginning after December 15, 1993. The new rules created under this Statement provide for the segregation of securities based upon the intent and ability of Company management to hold securities until maturity or over shorter periods of time. Equity securities are generally required to be carried in financial statements at current market value. Management of the Company intends to classify the Company's investments as "available for sale" which will result in the unrealized gains and losses described above being recorded and carried as a component of shareholders' equity, net of applicable taxes. The Company will adopt the Statement in 1994. 3. LONG-TERM DEBT Investments with a market value of $144,977,251 and a cost of $48,019,639 are pledged as collateral on notes payable to various banks aggregating $100,800,000 at December 31, 1993. The notes have maturity dates which range from February 1994 to August 1994, and interest is generally charged at rates which approximate 3/4% above LIBOR rate. Management anticipates that these notes maturing prior to December 31, 1994 will be extended beyond that date or reduced from the proceeds of liquidating investments classified as noncurrent assets. The Company also has a note payable to a bank for $8,041,574, payable in monthly installments of $365,527, with interest at 1/2% below prime. The note is collateralized by equipment with a net book value of $7,864,263 at December 31, 1993. The note matures on October 10, 1995. 18 The fair value of the notes payable approximates their carrying value. 4. STOCK OPTIONS The Company has granted stock options to certain employees to purchase shares of common stock at various prices ranging from $31.65 to $73.25 through the year 2000. At December 31, 1993, options exercised, exercisable options outstanding, and total options outstanding are 56,731, 48,000, and 175,883, respectively. 5. SAROFIM TRUST CO. Sarofim Trust Co., a wholly owned subsidiary, was formed to broaden services available to clients by acting as trustee with the capability of providing custodial services. At year-end, the subsidiary was holding securities for clients with a market value of approximately $11,000,000. In addition, Sarofim Trust Co. was managing net assets of approximately $204,750,000 at December 31, 1993 as the trustee for various group trusts formed for the collective investment of funds. These investments are not reflected on the consolidated balance sheet. 19 ~~PREMIER GROWTH FUND, INC. DISTRIBUTION PLAN INTRODUCTION: It has been proposed that the above-captioned investment~~indicated insurance company (the ~~"Fund"~~"Participating Insurance Company") ~~adopt a Distribution Plan (the "Plan") relating to its Class B shares in accordance with Rule 12b-1, promulgated under~~hereby instructs the ~~Investment~~Participating Insurance Company Act of 1940, as amended (the "Act"). Under the Plan, the Fund would pay the Fund's distributor (the "Distributor") for distributing the Fund's Class B shares. If this proposal is to be implemented, the Act and said Rule 12b-1 require that a written plan describing all material aspects of the proposed financing be adopted by the Fund. The Fund's Board, in considering whether the Fund should implement a written plan, has requested and evaluated such information as it deemed necessary to an informed determination as to whether a written plan should be implemented and has considered such pertinent factors as it deemed necessary to form the basis for a decision to use assets attributable to the Fund's Class B shares for such purposes. In voting to approve the implementation of such a plan, the Board members have concluded, in the exercise of their reasonable business judgment and in light of their respective fiduciary duties, that there is a reasonable likelihood that the plan set forth below will benefit the Fund and holders of its Class B shares. THE PLAN: The material aspects of this Plan are as follows: 1. The Fund shall pay to the Distributor for distribution a fee at an annual rate of .75 of 1% of the value of the average daily net assets attributable to Class B. 2. For the purposes of determining the fees payable under this Plan, the value of the Fund's net assets attributable to Class B shall be computed in the manner specified in the Fund's charter documents as then in effect for the computation of the value of the Fund's net assets attributable to such Class. 3. The Fund's Board shall be provided, at least quarterly, with a written report of all amounts expended pursuant to this Plan. The report shall state the purpose for which the amounts were expended. 4. This Plan will become effective upon the later to occur of (i) the consummation of the transactions contemplated by the Amended and Restated Agreement and Plan of Merger dated as of December 5, 1993 by and among Mellon Bank Corporation, Mellon Bank, N.A., XYZ Sub Corporation and The Dreyfus Corporation or (ii) approval by (a) holders of a majority of the Fund's outstanding Class B shares, and (b) a majority of the Board members, including a majority of the Board members who are not "interested persons" (as defined in the Act) of the Fund and have no direct or indirect financial interest in the operation of this Plan or in any agreements entered into in connection with this Plan, pursuant to a vote cast in person at a meeting called for the purpose of voting on the approval of this Plan. 5. This Plan shall continue for a period of one year from its effective date, unless earlier terminated in accordance with its terms, and thereafter shall continue automatically for successive annual periods, provided such continuance is approved at least annually in the manner provided in paragraph 4(b) hereof. 6. This Plan may be amended at any time by the Fund's Board, provided that (a) any amendment to increase materially the costs which the Fund may bear pursuant to this Plan shall be effective only upon approval by a vote of the holders of a majority of the Fund's outstanding Class B shares, and (b) any material amendments of the terms of this Plan shall become effective only upon approval as provided in paragraph 4(b) hereof. 7. This Plan is terminable without penalty at any time by (a) vote of a majority of the Board members who are not "interested persons" (as defined in the Act) of the Fund and have no direct or indirect financial interest in the operation of this Plan or in any agreements entered into in connection with this Plan, or (b) vote of the holders of a majority of the Fund's outstanding Class B shares. Dated: May 26, 1994 070/628 20 [X] PLEASE MARK VOTES AS IN THIS EXAMPLE PREMIER GROWTH FUND, INC. YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 and 9. 1. To approve a new investment advisory agreement For Against Abstain between the Fund and The Dreyfus Corporation. [_] [_] [_] ACCOUNT NUMBER 2. Election of Directors. With- For All For hold Except [_] [_] [_] CLIFFORD L. ALEXANDER, JR., PEGGY C. DAVIS, JOSEPH S. DIMARTINO, ERNEST KAFKA, SAUL B. KLAMAN, NATHAN LEVENTHAL AND HOWARD STEIN If you wish to withhold authority for any particular nominee, mark the "For All Except" box and strike a line through the nominee's name. 3. To ratify the selection of the Fund's independent For Against Abstain auditors. [_] [_] [_] 9. To approve a new sub-investment advisory agreement [_] [_] [_] between The Dreyfus Corporation and the sub-investment adviser of the Fund. 14. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournment(s) thereof. Please be sure to sign and date this Proxy. Date - - -------------------------------------------------------------------------------- - - --------- Stockholder sign here ---------- Co-owner (if any) sign here --------- DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. PREMIER GROWTH FUND, INC. - - -------------------------------------------------------------------------------- PLEASE ACT PROMPTLY SIGN, DATE & MAIL YOUR PROXY CARD TODAY No matter how many shares you own, your vote is important. A majority is required by law. Therefore, it is important that you vote NOW in order to avoid the unnecessary expense of another solicitation of proxies. Accordingly, please sign, date and mail your proxy card in the return envelope provided. If you own shares in more than one Dreyfus Fund, you will receive a separate set of proxy materials and a separate proxy card for each Fund. THESE ARE NOT DUPLICATES; YOU SHOULD SIGN AND RETURN EACH PROXY CARD IN ORDER FOR YOUR VOTES TO BE COUNTED. - - -------------------------------------------------------------------------------- DR070 PREMIER GROWTH FUND, INC. MEETING OF STOCKHOLDERS - AUGUST 3, 1994 The undersigned stockholder of Premier Growth Func, Inc. hereby appoints Christine Pavalos and Steven F. Newman 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 ~~Premier Growth~~beneficial interest of Appreciation Portfolio (the "Fund"), a series of BNY Mellon Variable Investment Fund ~~Inc.~~(the "Trust"), ~~standing~~held in each separate account attributable to the ~~name of the undersigned~~Policies at the close of business on ~~June 6, 1994~~August 11, 2022, at a Special Joint Meeting of ~~Stockholders~~Shareholders to be held over the Internet in a virtual meeting format only at ~~the New York Marriott Marquis, 1535 Broadway (between 45th and 46th Streets)~~10:00 a.m., ~~Westside South Center, 5th Floor, New York, New York, commencing at 3:00 p.m.~~Eastern time, on ~~Wednesday, August 3, 1994,~~Tuesday, October 4, 2022, and at any and all postponements or adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the ~~proposals,~~proposal, as more fully described in the Joint Proxy Statement for the meeting.

IF THIS VOTING INSTRUCTION FORM IS SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR" THE PROPOSAL SHOWN ON THE REVERSE SIDE.

If you fail to return this Voting Instruction Form, the Participating Insurance Company will vote all shares attributable to your account value in proportion to all voting instructions for the Portfolio actually received from Policyowners in the separate account.

~~TO GIVE VOTING INSTRUCTIONS, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X~~

~~-------------------------------------------------------------------------------------------------------------------------------~~

~~Sign, Date and Return the Voting Instruction Form Promptly Using the Enclosed Envelope~~

Signature(s) should be exactly as name or names appearing on this voting instruction form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title. By signing this voting instruction form, receipt of the accompanying Notice of Special Joint Meeting of Shareholders and Joint Proxy Statement is acknowledged

~~_____________________________ _______ ______________________ ________~~

~~Signature (Please Sign Within Box) Date Signature (Joint Owners) Date~~

~~Important Notice Regarding the Availability of Proxy Materials for the Special Joint Meeting:~~

~~The Notice and Joint Proxy Statement are available at https://im.bnymellon.com/us/en/individual/resources/proxy-materials.jsp.~~

The undersigned shareholder of Appreciation Portfolio (the "Fund"), a series of BNY Mellon Variable Investment Fund (the "Trust"), hereby appoints Jeff Prusnofsky and James Bitetto, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote, as indicated herein, all of the shares of beneficial interest of the Fund standing in the name of the undersigned at the close of business on August 11, 2022, at a Special Joint Meeting of Shareholders to be held over the Internet in a virtual meeting format only at 10:00 a.m., Eastern time, on Tuesday, October 4, 2022, and at any and all postponements or adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Joint Proxy Statement for the meeting.

The meeting will be conducted exclusively online via live webcast. Shareholders may request the meeting credentials by emailing attendameeting@astfinancial.com. Please include your full name, address, your control number found on this enclosed proxy card, your intent to attend the virtual meeting and "Appreciation Portfolio" in the subject line. The meeting will begin promptly at 10:00 a.m., Eastern time. The Fund encourages you to access the meeting a few minutes prior to the start time leaving ample time for the check in. Only shareholders of the Fund will be able to participate in the meeting. You may vote during the meeting by following the instructions available on the meeting website.

THIS PROXY IS SOLICITED BY THE ~~FUND'S~~TRUST'S BOARD OF ~~DIRECTORS~~TRUSTEES AND WILL BE VOTED ~~FOR ALL PROPOSALS~~"FOR" THE PROPOSAL SHOWN ON THE REVERSE SIDE UNLESS OTHERWISE INDICATED. ~~- - --------------------------------------------------------------------------------~~

~~PROXY ~~CARD PROMPTLY USING THE ENCLOSED ENVELOPE. - - --------------------------------------------------------------------------------~~ TABULATOR~~

~~---------------------------------------------------------------------------------------------------------------------~~

Signature(s) should be exactly as name or names appearing on this proxy. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title. - - -------------------------------------------------------------------------------- DR070 - - -------------------------------------------------------------------------------- If you own shares in more than one Dreyfus Fund, you will receive a separate set of proxy materials and a separateBy signing this proxy card, for each Fund. THESE ARE NOT DUPLICATES; YOU SHOULD SIGN AND RETURN EACH PROXY CARD IN ORDER FOR YOUR VOTES TO BE COUNTED. - - -------------------------------------------------------------------------------- [X] PLEASE MARK VOTES AS IN THIS EXAMPLE PREMIER GROWTH FUND, INC. YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3, 4 AND 9. 1. To approve a new investment advisory agreement For Against Abstain between the Fund and The Dreyfus Corporation. [_] [_] [_] ACCOUNT NUMBER 2. Election of Directors. With- For All For hold Except [_] [_] [_] CLIFFORD L. ALEXANDER, JR., PEGGY C. DAVIS, JOSEPH S. DIMARTINO, ERNEST KAFKA, SAUL B. KLAMAN, NATHAN LEVENTHAL AND HOWARD STEIN If you wish to withhold authority for any particular nominee, mark the "For All Except" box and strike a line through the nominee's name. 3. To ratify the selectionreceipt of the Fund's independent For Against Abstain auditors. [_] [_] [_] 4. To approve a new Rule 12b-1 plan. [_] [_] [_] 9. To approve a new sub-investment advisory agreement [_] [_] [_] between accompanying Notice of Special Joint Meeting of Shareholders and Joint Proxy Statement is acknowledged.

~~_____________________________ _______ ______________________ ________~~

~~Signature (Please Sign Within Box) Date Signature (Joint Owners) Date~~

~~Important Notice Regarding the Availability of Proxy Materials for the Special Joint Meeting:~~

The ~~Dreyfus Corporation~~Notice and ~~the sub-investment adviser of the Fund. 14. In their discretion, the proxies~~Joint Proxy Statement are authorized to vote upon such other business as may properly come before the meeting, or any adjournment(s) thereof. Please be sure to sign and date this Proxy. Date - - -------------------------------------------------------------------------------- - - --------- Stockholder sign here ---------- Co-owner (if any) sign here --------- DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. PREMIER GROWTH FUND,available at https://im.bnymellon.com/us/en/individual/resources/proxy-materials.jsp.

BNY Mellon APPRECIATION Fund, INC. - - -------------------------------------------------------------------------------- PLEASE ACT PROMPTLY SIGN, DATE & MAIL YOUR PROXY CARD TODAY No matter how many shares you own, your vote is important. A majority is required by law. Therefore, it is important that you vote NOW in order to avoid the unnecessary expense of another solicitation of proxies. Accordingly, please sign, date and mail your proxy card in the return envelope provided. If you own shares in more than one Dreyfus Fund, you will receive a separate set of proxy materials and a separate proxy card for each Fund. THESE ARE NOT DUPLICATES; YOU SHOULD SIGN AND RETURN EACH PROXY CARD IN ORDER FOR YOUR VOTES TO BE COUNTED. - - -------------------------------------------------------------------------------- DR628 ~~PREMIER GROWTH FUND, INC. MEETING OF STOCKHOLDERS - AUGUST 3, 1994~~

The undersigned ~~stockholder~~shareholder of ~~Premier Growth~~BNY Mellon Appreciation Fund, Inc. (the "Fund") hereby appoints ~~Christine Pavalos~~Jeff Prusnofsky and ~~Steven F. Newman~~James Bitetto, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote, as indicated herein, all of the shares of ~~Premier Growth~~common stock of the Fund ~~Inc.,~~ standing in the name of the undersigned at the close of business on ~~June 6, 1994~~August 11, 2022, at a Special Joint Meeting of ~~Stockholders~~Shareholders to be held over the Internet in a virtual meeting format only at ~~the New York Marriott Marquis, 1535 Broadway (between 45th and 46th Streets)~~10:00 a.m., ~~Westside South Center, 5th Floor, New York, New York, commencing at 3:00 p.m.~~Eastern time, on ~~Wednesday, August 3, 1994,~~Tuesday, October 4, 2022, and at any and all postponements or adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the ~~proposals,~~proposal, as more fully described in the Joint Proxy Statement for the meeting.

The meeting will be conducted exclusively online via live webcast. Shareholders may request the meeting credentials by emailing attendameeting@astfinancial.com. Please include your full name, address, your control number found on this enclosed proxy card, your intent to attend the virtual meeting and "BNY Mellon Appreciation Fund, Inc." in the subject line. The meeting will begin promptly at 10:00 a.m., Eastern time. The Fund encourages you to access the meeting a few minutes prior to the start time leaving ample time for the check in. Only shareholders of the Fund will be able to participate in the meeting. You may vote during the meeting by following the instructions available on the meeting website.

THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS AND WILL BE VOTED ~~FOR ALL PROPOSALS~~"FOR" THE PROPOSAL SHOWN ON THE REVERSE SIDE UNLESS OTHERWISE INDICATED. ~~- - --------------------------------------------------------------------------------~~

~~PROXY ~~CARD PROMPTLY USING THE ENCLOSED ENVELOPE. - - --------------------------------------------------------------------------------~~ TABULATOR~~

~~---------------------------------------------------------------------------------------------------------------------~~

~~_____________________________ _______ ______________________ ________~~

~~Signature (Please Sign Within Box) Date Signature (Joint Owners) Date~~

~~Important Notice Regarding the Availability of Proxy Materials for the Special Joint Meeting:~~

~~The Notice and Joint Proxy Statement are available at https://im.bnymellon.com/us/en/individual/resources/proxy-materials.jsp.~~

The undersigned shareholder of BNY Mellon Tax Managed Growth Fund (the "Fund"), a series of BNY Mellon Investment Funds IV, Inc. (the "Company"), hereby appoints Jeff Prusnofsky and James Bitetto, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote, as indicated herein, all of the shares of common stock of the Fund standing in the name of the undersigned at the close of business on August 11, 2022, at a Special Joint Meeting of Shareholders to be held over the Internet in a virtual meeting format only at 10:00 a.m., Eastern time, on Tuesday, October 4, 2022, and at any and all postponements or adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Joint Proxy Statement for the meeting.

The meeting will be conducted exclusively online via live webcast. Shareholders may request the meeting credentials by emailing attendameeting@astfinancial.com. Please include your full name, address, your control number found on this enclosed proxy card, your intent to attend the virtual meeting and "BNY Mellon Tax Managed Growth Fund" in the subject line. The meeting will begin promptly at 10:00 a.m., Eastern time. The Fund encourages you to access the meeting a few minutes prior to the start time leaving ample time for the check in. Only shareholders of the Fund will be able to participate in the meeting. You may vote during the meeting by following the instructions available on the meeting website.

~~THIS PROXY IS SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS AND WILL BE VOTED "FOR" THE PROPOSAL SHOWN ON THE REVERSE SIDE UNLESS OTHERWISE INDICATED.~~

~~---------------------------------------------------------------------------------------------------------------------~~

Signature(s) should be exactly as name or names appearing on this proxy. If shares ~~in more than one Dreyfus Fund, you will receive a separate set of proxy materials and a separate~~are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title. By signing this proxy card, receipt of the accompanying Notice of Special Joint Meeting of Shareholders and Joint Proxy Statement is acknowledged.

~~_____________________________ _______ ______________________ ________~~

~~Signature (Please Sign Within Box) Date Signature (Joint Owners) Date~~

~~Important Notice Regarding the Availability of Proxy Materials for the Special Joint Meeting:~~

~~The Notice and Joint Proxy Statement are available at https://im.bnymellon.com/us/en/individual/resources/proxy-materials.jsp.~~

The undersigned shareholder of BNY Mellon Worldwide Growth Fund, Inc. (the "Fund") hereby appoints Jeff Prusnofsky and James Bitetto, and each ~~Fund. THESE ARE NOT DUPLICATES; YOU SHOULD~~of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote, as indicated herein, all of the shares of common stock of the Fund standing in the name of the undersigned at the close of business on August 11, 2022, at a Special Joint Meeting of Shareholders to be held over the Internet in a virtual meeting format only at 10:00 a.m., Eastern time, on Tuesday, October 4, 2022, and at any and all postponements or adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Joint Proxy Statement for the meeting.

The meeting will be conducted exclusively online via live webcast. Shareholders may request the meeting credentials by emailing attendameeting@astfinancial.com. Please include your full name, address, your control number found on this enclosed proxy card, your intent to attend the virtual meeting and "BNY Mellon Worldwide Growth Fund, Inc." in the subject line. The meeting will begin promptly at 10:00 a.m., Eastern time. The Fund encourages you to access the meeting a few minutes prior to the start time leaving ample time for the check in. Only shareholders of the Fund will be able to participate in the meeting. You may vote during the meeting by following the instructions available on the meeting website.

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

~~TO VOTE, MARK A BLOCK BELOW IN ~~ORDER FOR YOUR VOTES TO BE COUNTED. - - --------------------------------------------------------------------------------~~~~

Fund	FEE PAYABLE AS % OF AVERAGE DAILY NET ASSETS	FEE PAYABLE FOR LAST FISCAL YEAR	REDUCTION IN FEE	NET FEE PAID FOR FISCAL YEAR $/%
Appreciation Fund	Fee payable by the Fund to BNYM Adviser .3325% Fee payable by Fund to Sarofim & Co. .2175%	Fee payable by the Fund to BNYM Adviser $8,029,543 Fee payable by the Fund to Sarofim & Co. $5,252,408	N/A	Net Fee Paid to BNYM Adviser $8,029,543/.3325% Net Fee Paid to Sarofim & Co. (by the Fund) $5,252,408/.2175%
Tax Managed Growth Fund	Fee payable by the Fund to BNYM Adviser .95% Fee payable by BNYM Adviser to Sarofim & Co. .2175%	Fee payable by the Fund to BNYM Adviser $1,348,945 Fee payable by BNYM Adviser to Sarofim & Co. $308,837	$11,406^*	Net Fee Paid to BNYM Adviser $1,337,539/.94% Net Fee Paid to Sarofim & Co. (by BNYM Adviser) $308,837/.2175%
Appreciation Portfolio	Fee payable by the Fund to BNYM Adviser .5325% Fee payable by the Fund to Sarofim & Co. .2175%	Fee payable by the Fund to BNYM Adviser $2,313,219 Fee payable by the Fund to Sarofim & Co. $944,836	N/A	Net Fee Paid to BNYM Adviser $2,313,219/.5325% Net Fee Paid to Sarofim & Co. (by the Fund) $944,836/.2175%
Worldwide Growth Fund	Fee payable by the Fund to BNYM Adviser .75% Fee payable by BNYM Adviser to Sarofim & Co. .2175%	Fee payable by the Fund to BNYM Adviser $7,138,639 Fee payable by BNYM Adviser to Sarofim & Co. $2,068,531	N/A	Net Fee Paid to BNYM Adviser $7,138,639/.75% Net Fee Paid to Sarofim & Co. (by BNYM Adviser) $2,068,531/.2175%

Name of Fund/Class and Number of Shares Outstanding	Name and Address of Beneficial Owner	Number of Shares Owned	Percent of Shares Held
BNY Mellon Appreciation Fund, Inc. ̶ Investor Shares 40,810,644	National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310-1995	7,003,204	17.16%
	Charles Schwab & Co., Inc. 101 Montgomery Street San Francisco, CA 94104-4151	3,399,618	8.33%
BNY Mellon Appreciation Fund, Inc. ̶ Class I 8,623,625	Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523	1,412,672	16.38%
	Morgan Stanley Smith Barney LLC 201 Plaza Two, 7^th Floor Jersey City, NJ 07311	1,069,293	12.40%
	American Enterprise Investment Services 707 2^nd Avenue South Minneapolis, MN 55402-2405	1,028,783	11.93%
	Merrill Lynch, Pierce, Fenner & Smith Incorporated 4800 Deer Lake Drive East, Floor 3 Jacksonville, FL 32246-6484	995,876	11.55%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	916,581	10.63%
	National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310-1995	907,908	10.53%
	UBS WM USA 1000 Harbor Boulevard Weehawken, NJ 07086-6761	606,960	7.04%
	LPL Financial 4707 Executive Drive San Diego, CA 92121-3091	485,699	5.63%
	Raymond James 880 Carillon Parkway Saint Petersburg, FL 33716-1102	463,127	5.37%

Name of Fund/Class and Number of Shares Outstanding	Name and Address of Beneficial Owner	Number of Shares Owned	Percent of Shares Held
BNY Mellon Appreciation Fund, Inc. ̶ Class Y 4,374,853	Edward D. Jones & Company 12555 Manchester Road Saint Louis, MO 63131-3710	2,486,434	56.83%
	Charles Schwab & Co., Inc. 101 Montgomery Street San Francisco, CA 94104-4151	771,975	17.65%
	National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310-1995	494,894	11.31%
	Merrill Lynch, Pierce, Fenner & Smith Incorporated 4800 Deer Lake Drive East, Floor 3 Jacksonville, FL 32246-6484	312,141	7.13%
	Matrix Trust Company 717 17^th Street, Suite 1300 Denver, CO 80202-3304	236,181	5.40%
BNY Mellon Tax Managed Growth Fund ̶ Class A 2,897,263	Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523	454,789	15.70%
	Merrill Lynch, Pierce, Fenner & Smith Incorporated 4800 Deer Lake Drive East, Floor 3 Jacksonville, FL 32246-6484	347,841	12.01%
	National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310-1995	314,955	10.87%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	216,006	7.46%
	Charles Schwab & Co., Inc. 101 Montgomery Street San Francisco, CA 94104-4151	186,261	6.43%
	Morgan Stanley Smith Barney LLC 1 New York Plaza, Floor 39 New York, NY 10004-1901	152,467	5.26%
	Fayez Sarofim & Co. P.O. Box 52830 Houston, TX 77052-2830	144,885	5.00%
BNY Mellon Tax Managed Growth Fund ̶ Class C 133,280	Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523	53,041	39.80%
	Raymond James 880 Carillon Parkway Saint Petersburg, FL 33716-1102	16,081	12.07%
	Charles Schwab & Co., Inc. 211 Main Street San Francisco, CA 94105-1905	12,112	9.09%

Name of Fund/Class and Number of Shares Outstanding	Name and Address of Beneficial Owner	Number of Shares Owned	Percent of Shares Held
BNY Mellon Tax Managed Growth Fund ̶ Class I 608,292	Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523	154,239	25.36%
	National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310-1995	94,497	15.53%
	Raymond James 880 Carillon Parkway Saint Petersburg, FL 33716-1102	70,401	11.57%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	57,910	9.52%
	UBS WM USA 1000 Harbor Boulevard Weehawken, NJ 07086-6761	34,960	5.75%
	American Enterprise Investment Services 707 2^nd Avenue South Minneapolis, MN 55402-2405	34,624	5.69%
	SEI Private Trust Company 1 Freedom Valley Drive Oaks, PA 19456-9989	33,904	5.57%
	Charles Schwab & Co., Inc. 101 Montgomery Street San Francisco, CA 94104-4151	33,701	5.54%
	LPL Financial 4707 Executive Drive San Diego, CA 92121-3091	31,551	5.19%
BNY Mellon Variable Investment Fund ̶ Appreciation Portfolio ̶ Initial Shares 4,873,794	Transamerica Occidental Life Insurance 1150 South Olive Street, T-25-01 Los Angeles, CA 90015-2211	1,511,792	31.02%
	Transamerica Life Insurance Company 4333 Edgewood Road, NE MS 4410 Cedar Rapids, IA 52499-0001	524,898	10.77%
	Annuity Investors Life Insurance Company P.O. Box 5423 Cincinnati, OH 45201-5423	408,683	8.39%
	Protective Life Insurance Company 2801 Highway 280 South Birmingham, AL 35223	320,453	6.58%
	Farm Bureau Life Insurance Company 5400 University Avenue West Des Moines, IA 50266-5950	294,665	6.05%
	Kansas City Life Insurance Company P.O. Box 219139 Kansas City, MO 64121-9139	294,595	6.04%

Name of Fund/Class and Number of Shares Outstanding	Name and Address of Beneficial Owner	Number of Shares Owned	Percent of Shares Held
	Symetra Life Insurance Company P.O. Box 305156 Nashville, TN 37230-5156	287,133	5.89%
BNY Mellon Variable Investment Fund ̶ Appreciation Portfolio ̶ Service Shares 1,156,751	Ohio National Life Insurance Company P.O. Box 237 One Financial Way (45242) Cincinnati, OH 45201-0237	678,169	58.63%
	Security Distributors, Inc. 1 SW Security Benefit Place Topeka, KS 66636-1000	157,138	13.58%
	Pacific Life Insurance Company 700 Newport Center Drive Newport Beach, CA 92660-6397	111,970	9.68%
	Principal SEC Inc. P.O. Box 14597 Des Moines, IA 50306-3597	105,479	9.12%
BNY Mellon Worldwide Growth Fund, Inc. ̶ Class A 9,474,321	National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310-1995	1,180,895	12.46%
	Merrill Lynch, Pierce, Fenner & Smith Incorporated 4800 Deer Lake Drive East, Floor 3 Jacksonville, FL 32246-6484	1,156,651	12.21%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	626,344	6.61%
	Morgan Stanley Smith Barney LLC 1 New York Plaza, Floor 39 New York, NY 10004-1901	583,155	6.16%
	Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523	581,437	6.14%
BNY Mellon Worldwide Growth Fund, Inc. ̶ Class C 228,325	Morgan Stanley Smith Barney LLC 1 New York Plaza, Floor 39 New York, NY 10004-1901	77,852	34.10%
	Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523	22,736	9.96%
	American Enterprise Investment Services 707 2^nd Avenue South Minneapolis, MN 55402-2405	20,564	9.01%
	National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310-1995	15,791	6.92%
	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	14,676	6.43%
BNY Mellon Worldwide Growth Fund, Inc. ̶ Class I 3,975,323	State Street Bank & Trust 801 Pennsylvania Avenue Kansas City, MO 64105-1307	827,694	20.82%

1a.	With respect to each of BNY Mellon Appreciation Fund, Inc. and Appreciation Portfolio, to approve a new sub-investment advisory agreement between the Fund^* and Fayez Sarofim & Co.;
1b.	With respect to each of BNY Mellon Tax Managed Growth Fund and BNY Mellon Worldwide Growth Fund, Inc., to approve a new sub-investment advisory agreement between BNY Mellon Investment Adviser, Inc., on behalf of the Fund, and Fayez Sarofim & Co.; and

2.	To transact such other business as may properly come before the Meeting, or any adjournment(s) thereof.

	Very truly yours,

	[NAME OF FUND]


	By: ___________________________________ Name: Title:
Accepted:

FAYEZ SAROFIM & CO.

By: ___________________________________ Name: Title:

	Very truly yours,

	BNY MELLON INVESTMENT ADVISER, INC.

	By:___________________________________ Name: Title:
Accepted:

FAYEZ SAROFIM & CO.

By:___________________________________ Name: Title: