The Dreyfus Family of Funds. The filing fee of $125 for each Fund was forwarded prior to filing the preliminary proxy materials. It is estimated that proxy materials will be mailed to stockholders of record on or about June 9, 1994. LOGO OF THE DREYFUS CORPORATION HOWARD STEIN JOSEPH S. DiMARTINO CHAIRMAN OF THE BOARD PRESIDENT AND CHIEF EXECUTIVE OFFICER CHIEF OPERATING OFFICER Funds

200 Park Avenue

New York, New York 10166

Dear Shareholder:

Your Dreyfus Fund Stockholder: As you know, The Dreyfus Corporation has agreed to merge with Mellon Bank. In the past, when we have solicited proxies, you have received a proxy statement directed solely to your Fund. Because all Fundsfund(s) and certain other funds in the Dreyfus Family ~~are affected similarly~~of Funds will hold a special joint meeting of shareholders on May 31, 2011. Shareholders of each of these funds will be asked to elect an additional Board member of their fund and elect two Board members who have been appointed by ~~this transaction, we believed it was more efficient~~their fund's Board and serve as current Board members of the fund, but whose election has not been proposed to ~~prepare a single~~shareholders until now. The enclosed proxy statement describes the nominees' qualifications and each of their respective current roles overseeing funds in the Dreyfus Family of Funds. Please take the time to ~~be used by all shareholders, in addition~~read the enclosed materials.

Because the proposal to ~~a supplement pertaining only~~elect Board members is common to ~~your Fund--although~~these funds, we ~~apologize~~have combined the proxy statement. If you own shares of more than one of these Dreyfus funds, the combined proxy statement may save you the time of reading more than one document before you vote. If you own shares of more than one of these funds on the record date for the ~~sheer "weight"~~meeting, please note that each fund has a separate proxy card. You should vote one for each fund in which you own shares.

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

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

By Mail. Please complete, date and sign the enclosed proxy card for each fund in which you own shares and mail it in the enclosed, postage-paid envelope.

By Internet. Have your proxy card(s) available. Go to the website listed on the proxy card. Enter your control number from your proxy card. Follow the instructions on the website.

By Telephone. Have your proxy card(s) available. Call the toll-free number listed on the proxy card. Enter your control number from your proxy card. Follow the recorded instructions.

In Person. Any shareholder who attends the meeting in person may vote by ballot at the meeting.

We encourage you to vote through the ~~package. While we encourage~~Internet or by telephone using the number that appears on your proxy card(s). If you later decide to attend the meeting, you may revoke your proxy and vote your shares in person at the meeting. Whichever voting method you choose, please take the time to read the full text of the proxy statement ~~we thought it would be helpful to put together a few brief Questions and Answers (Q&A). That Q&A~~before you vote.

Your vote is ~~on the reverse side of this page. It is~~very important to keep in mind that The Dreyfus Corporation, NOT THE FUND, plans to merge with Mellon Bank. YOUR FUND SHARES WILL NOT CHANGE, THE ADVISORY FEES CHARGED TO YOUR FUND WILL NOT CHANGE, AND THE DREYFUS CORPORATION WILL CONTINUE TO ACT IN ITS SAME CAPACITY TO YOUR FUND AS BEFORE. Most importantly, you will continue to receive the high quality of shareholder services that you have come to expect over the years. After careful consideration, the Directors of your Fund suggest that you vote "FOR" all the Proposals on the enclosed proxy card. As always, we thank you for your confidence and support. Sincerely, /s/ Howard Stein /s/ Joseph S. DiMartino Q & A on reverse side Q. WHAT IS HAPPENING? A. The Dreyfus Corporation, not the Fund, plans to merge with Mellon Bank. ------------ Dreyfus will remain as a separate operating corporation. Q. WHY AM I BEING ASKED TO VOTE ON THESE PROPOSALS? A. The Investment Company Act requires a vote whenever there is a change of a certain percentage in the ownership of the investment advisory company. As a result, the Act requires the approval of a new investment or sub-investment advisory agreement by the shareholders of each Fund. Also, various regulatory requirements that would become applicable as a result of the merger require some amendments to the Rule 12b-1 Plans of certain Funds, but no change in the fees. Q. HOW WILL THIS AFFECT ME AS A FUND SHAREHOLDER? A. Your Fund shares will not change. You will still own the same shares in --------------- the same Fund. The primary difference is that the ownership of The Dreyfus Corporation will change from a publicly-held corporation to a subsidiary of Mellon Bank, N.A. The Dreyfus Corporation will continue to act in its same capacity to your Fund as before. This transaction should not result in changes to your Fund's advisory services or in the high quality of shareholder services that you have come to expect over the years. Q. WILL THE INVESTMENT ADVISORY AND RULE 12B-1 FEES BE THE SAME? A. Yes, the fees charged to your Fund will remain the same. ---------------------------------------------- Q. HOW DO THE BOARD MEMBERS OF MY FUND SUGGEST THAT I VOTE? A. After careful consideration, the Board members of your Fund recommend that you vote "FOR" all the Proposals on the enclosed proxy card. Q. WHOM DO I CALL? A.us. If you have any questions before you vote, please call ~~D.F. King & Co., Inc.~~one of the Dreyfus service representatives at ~~1-800- 859-8515. PLEASE VOTE YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN~~ ~~THE DREYFUS FAMILY OF FUNDS 200 PARK AVENUE NEW YORK, NEW YORK 10166 Dear~~1-800-645-6561. Thank you for your response and for your continued investment with the Dreyfus ~~Fund Stockholder: The attached proxy statement discusses 13 proposals, many~~Family of which do not affect 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 investment advisory services to each Fund in Funds.

Sincerely,

Bradley J. Skapyak

President

The Dreyfus Family of Funds (the "Funds"), 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 ---------------~~

Dreyfus BASIC U.S. Mortgage Securities Fund

Dreyfus New Jersey Municipal Bond Fund, Inc.

Dreyfus Premier Investment Funds, Inc.*

Dreyfus U.S. Treasury Intermediate Term Fund

Dreyfus U.S. Treasury Long Term Fund

Dreyfus 100% U.S. Treasury Money Market Fund

______________________________________________

Notice of Special Joint Meeting of Shareholders

To Be Held on May 31, 2011

______________________________________________

To the ~~Stockholders: Meetings~~Shareholders:

A Special Joint Meeting of ~~Stockholders~~Shareholders of each of the ~~Funds in The~~ Dreyfus ~~Family of~~ Funds listed ~~on Part I of Exhibit A and Comstock Partners Strategy Fund, Inc.~~above (each, a "Fund" and collectively, the "Funds") will be held ~~on the date, and~~ at the ~~time and place, set forth~~offices of The Dreyfus Corporation, 200 Park Avenue, 8th Floor, New York, New York 10166, on ~~the Fund Exhibit accompanying, and forming a part of, these materials. The meetings will be held~~Tuesday, May 31, 2011 at 10:30 a.m., for the following purposes: ~~THE FOLLOWING PROPOSAL APPLIES TO STOCKHOLDERS OF EACH FUND:~~

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

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

Shareholders of record at the close of business on ~~June 6, 1994~~March 17, 2011 will be entitled to receive notice of and to vote at the meeting. ~~By Order of the Board Secretary~~

	By Order of the Boards,

	Michael A. Rosenberg
	Secretary

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

March 28, 2011

______________________

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

WE NEED YOUR PROXY VOTE.

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

Dreyfus BASIC U.S. Mortgage Securities Fund

Dreyfus New Jersey Municipal Bond Fund, Inc.

Dreyfus Premier Investment Funds, Inc.*

Dreyfus U.S. Treasury Intermediate Term Fund

Dreyfus U.S. Treasury Long Term Fund

Dreyfus 100% U.S. Treasury Money Market Fund

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

Special Joint Meeting of Shareholders

to be held on May 31, 2011

This proxy statement is furnished in connection with a solicitation of proxies by ~~the Board of~~ each of the ~~Funds in The~~respective Boards of Dreyfus ~~Family of Funds listed on Part I of Exhibit A and Comstock Partners Strategy~~BASIC U.S. Mortgage Securities Fund ("DBUSMSF"), Dreyfus New Jersey Municipal Bond Fund, Inc. ("DNJMBF"), Dreyfus Premier Investment Funds, Inc. ("DPIF"), Dreyfus U.S. Treasury Intermediate Term Fund ("DUSTITF"), Dreyfus U.S. Treasury Long Term Fund ("DUSTLTF") and Dreyfus 100% U.S. Treasury Money Market Fund ("DUSTMMF") (each, a "Fund" and, collectively, the "Funds") to be used at the Special Joint Meeting of ~~Stockholders~~Shareholders (the "Meeting") of each Fund to be held on Tuesday, May 31, 2011 at 10:30 a.m., at the offices of The Dreyfus Corporation ("Dreyfus"), 200 Park Avenue, 8th Floor, New York, New York 10166, for the purposes set forth in the accompanying Notice of Special Joint Meeting of ~~Stockholders. Stockholders~~Shareholders. Shareholders of record at the close of business on ~~June 6, 1994~~March 17, 2011 are entitled to ~~be present~~receive notice of and to vote at the ~~meeting. Each Fund share is~~Meeting. Shareholders are entitled to one ~~vote. Stockholders~~vote for each Fund share held and fractional votes for each fractional Fund share held. Shareholders can vote only on matters affecting the Fund(s) of which they are ~~stockholders.~~shareholders. Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon. If ~~the~~any enclosed form of proxy is executed and returned, it nevertheless may be revoked by another proxy, by calling the toll-free telephone number, through the Internet or by letter ~~or telegram~~ directed to the relevant Fund, which must indicate the ~~stockholder's~~shareholder's name and account number. To be effective, such revocation must be received ~~prior to~~before the ~~relevant Fund's meeting.~~Meeting. In addition, any ~~stockholder~~shareholder who attends ~~a meeting~~the Meeting in person may vote by ballot at the ~~relevant Fund meeting,~~Meeting, thereby canceling any proxy previously given. Your Fund had outstanding the number of shares indicated on the Fund Exhibit accompanying, and forming a part of, these materials (the "Fund Exhibit"). It is estimated that proxy materials will be mailed to stockholders of record on or about June 9, 1994. Copies of each Fund's current Annual Report have been mailed to stockholders to the extent required by applicable regulation. The principal executive offices of each Fund, other than Comstock Partners Strategy Fund, Inc., are located at 200 Park Avenue, New York, New York 10166. The principal executive offices of Comstock Partners Strategy Fund, Inc. are located at 10 Exchange Place, Jersey City, New Jersey 07302. Proposals are to be voted upon by stockholders of the Funds as follows: Proposal 1--This Proposal applies to stockholders of each Fund. ---------- Stockholders of each Fund, other than Comstock Partners Strategy Fund, Inc., will vote to approve such Fund's new investment advisory agreement with The Dreyfus Corporation ("Dreyfus"). Stockholders of Comstock Partners Strategy Fund, Inc. will vote to approve the new sub-investment advisory agreement between such Fund's investment adviser and Dreyfus. Proposal 2--This Proposal applies to stockholders of each Fund, other than ---------- Comstock Partners Strategy Fund, Inc., Dreyfus Asset Allocation Fund, Inc., Dreyfus BASIC Municipal Fund, Dreyfus Florida Municipal Money Market Fund, Dreyfus Focus Funds, Inc., Dreyfus Global Bond Fund, Inc., Dreyfus Institutional Short Term Treasury Fund, Dreyfus International Equity Fund, Inc., Dreyfus Pennsylvania Intermediate Municipal Bond Fund, Dreyfus Variable Investment Fund, Premier Insured Municipal Bond Fund and Premier State Municipal Bond Fund. These stockholders will vote to elect their Fund's Board members. Proposal 3--This Proposal applies to stockholders of each Fund, other than ---------- Comstock Partners Strategy Fund, Inc. These stockholders will vote to ratify the selection of their Fund's independent auditors. Proposal 4--This Proposal applies only to stockholders of each Fund subject ---------- to a Rule 12b-1 plan. These stockholders will vote to approve their Fund's new Rule 12b-1 plan. (To see whether your Fund has adopted a Rule 12b-1 plan, see the Fund Exhibit.) Proposal 5--This Proposal applies only to stockholders of Dreyfus Global Bond ---------- Fund, Inc. These stockholders will vote to approve the new sub-investment advisory agreement between Dreyfus and such Fund's sub-investment adviser. Proposal 6--This Proposal applies only to stockholders of Dreyfus ---------- International Equity Fund, Inc. These stockholders will vote to approve the new sub-investment advisory agreement between Dreyfus and such Fund's sub- investment adviser. Proposal 7--This Proposal applies only to stockholders of Dreyfus Strategic ---------- Growth, L.P. These stockholders will vote to approve the new sub-investment advisory agreement between Dreyfus and such Fund's sub-investment adviser. Proposal 8--This Proposal applies only to stockholders of the International ---------- Equity Portfolio of Dreyfus Variable Investment Fund. These stockholders will vote to approve the new sub-investment advisory agreement between Dreyfus and such Portfolio's sub-investment adviser. Proposal 9--This Proposal applies only to stockholders of Premier Growth ---------- Fund, Inc. These stockholders will vote to approve the new sub-investment advisory agreement between Dreyfus and such Fund's sub-investment adviser. Proposal 10--This Proposal applies only to stockholders of The Dreyfus ----------- Socially Responsible Growth Fund, Inc. These stockholders will vote to approve a new sub-investment advisory agreement between Dreyfus and NCM Capital Management Group, Inc. Proposal 11--This Proposal applies only to stockholders of The Dreyfus Third ----------- Century Fund, Inc. These stockholders will vote to approve a new sub-investment advisory agreement between Dreyfus and NCM Capital Management Group, Inc. Proposal 12--This Proposal applies only to stockholders of the following ----------- Funds in the General Family: . General California Municipal Money Market Fund . General Government Securities Money Market Fund, Inc. . General Money Market Fund, Inc. . General Municipal Bond Fund, Inc. . General Municipal Money Market Fund, Inc. . General New York Municipal Bond Fund, Inc. . General New York Municipal Money Market Fund These stockholders will vote to approve amendments to their Fund's charter to permit the issuance of additional classes of shares. Proposal 13--This Proposal applies only to stockholders of each Fund listed ----------- on Exhibit C (see page C-1). These stockholders will vote to change certain of their Fund's fundamental policies and investment restrictions. Stockholders

Shareholders of each Fund will vote as a single class ~~except as noted in respect~~(which includes all series of ~~Proposal 4,~~a Fund) and will vote separately onfrom the shareholders of each proposal on which stockholders of that Fund are entitled to vote. If the transaction described in Proposal 1 between Dreyfus and Mellon Bank Corporation is not consummated, Proposal 1 (except as Proposal 1 relates to The Dreyfus Socially Responsible Growth Fund, Inc. ("Dreyfus Socially Responsible Fund") and The Dreyfus Third Century Fund, Inc. ("Dreyfus Third Century Fund")) and Proposals 4 through 9 will not be implemented, even if the stockholder vote necessary to adopt them is received. In all other cases, if a proposal is approved by stockholders of one Fund and disapproved by stockholders of any other Fund on the proposal will be implemented for the Fund that approved the proposal and will not be implemented for any Fund that did not approve the proposal. The transaction described in Proposal 1 between Dreyfus and Mellon Bank Corporation is conditioned, among other matters, on its approval by the Fund Boards and stockholderselection of Funds holding not less than 90% of the aggregate net assets as of the close of business on December 3, 1993 of all Funds managed, administered or advised by Dreyfus (excluding, for the purpose of such approvals and assets, the Funds in the First Prairie Family listed on Part II of Exhibit A, and Pacific American Fund). Therefore, itBoard members. It is essential that ~~stockholders~~shareholders who own shares in more than one Fund complete, date, sign and return each proxy card they receive. ~~---- If a quorum~~

Information as to the number of shares outstanding and share ownership for each Fund is ~~not present~~set forth on Schedule 1 to this proxy statement.

______________________

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

The principal executive offices of each Fund are located at ~~a meeting,~~200 Park Avenue, New York, New York 10166. Copies of each Fund's most recent Annual and Semi-Annual Reports are available upon request, without charge, by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or ~~if a quorum~~by calling toll-free 1-800-645-6561.

IMPORTANT NOTICE REGARDING INTERNET

AVAILABILITY OF PROXY MATERIALS

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

ANNUAL REPORT TO SHAREHOLDERS ARE AVAILABLE AT

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

PROPOSAL: ELECTION OF BOARD MEMBERS

It is ~~present but sufficient votes to approve any~~proposed that shareholders of each Fund consider the election of Joseph S. DiMartino, Philip L. Toia and Robin A. Melvin as additional Board members of their Fund. Ms. Melvin and Messrs. DiMartino and Toia (the "Nominees") were selected and nominated by those members 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 morepresent Boards of the Funds ~~on one or more~~who are not "interested persons" 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 CorporationFunds ("~~Mellon"~~Independent Board members"), ~~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"~~"1940 Act")~~, the existing investment advisory agreement between each Fund~~. Messrs. DiMartino 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 meaningToia currently serve as Board members of all 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~~well as other funds in the ~~First Prairie~~Dreyfus 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 thatFunds; 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 terminatedwere elected 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~~Funds, but their election has not ~~be interested persons~~been proposed to shareholders of ~~such investment adviser. Second, an "unfair burden" must not be imposed on~~ the ~~investment company~~Funds, until now. Mr. DiMartino currently serves as Chairman of the Board of each Fund and of the other funds in the Dreyfus Family of Funds. Ms. Melvin currently serves as a ~~result~~Board member of ~~such transaction or any express or implied terms, conditions or understandings applicable thereto. The term "unfair burden" is defined~~other funds in ~~Section 15(f)~~the Dreyfus Family of Funds. Each Nominee has consented 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~~being named in this proxy statement and has agreed 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 behalfserve as a Board member of the ~~investment company (other than bona fide ordinary compensation as principal underwriter for such investment company). Dreyfus, after due inquiry,~~Funds if elected. Biographical information about each Nominee 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 ofset forth below. Biographical information about 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 thecurrent Board members who are not ~~"interested persons" (as defined in the Act)~~Nominees, information on each Nominee's and current Board member's ownership 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' Chairmanshares 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.~~ Exhibit A to this proxy statement.

The persons named inas proxies on the ~~accompanying form of~~enclosed proxy ~~intend to~~card(s) will vote ~~each such proxy "FOR"~~for the election of the Nominees unless ~~stockholders specifically indicate on their proxies the desire to withhold~~ authority to vote for ~~elections to office.~~any or all of the Nominees is withheld in the proxy. Each Nominee elected will serve as an Independent Board member of the relevant Fund and until his or her successor is duly elected and qualified. It is not contemplated that any Nominee will be unable to serve as a Board member for any reason, but if that should occur prior to the ~~meeting,~~Meeting, the proxy holders ~~reserve the right to substitute another person or persons of their choice as~~will vote for such other nominee or ~~nominees. Each Nominee has consented to being named~~nominees as the Funds' Independent Board members may recommend. Independent board members of investment companies play a critical role in ~~this proxy statement~~overseeing fund operations and ~~has agreed to serve as~~policing potential conflicts of interest between the fund and its investment adviser and other service providers.

The following tables present information about the Nominees, including their principal occupations, other board memberships for the past five years and, for Messrs. DiMartino and Toia, when they first became a Board member ~~if elected. If the Transaction is consummated, to comply with then applicable bank regulatory requirements,~~of a Fund. The address of each Nominee ~~who currently~~ is c/o The Dreyfus Corporation, 200 Park Avenue, 8th Floor, New York, New York 10166.

Name of Nominee (Age) Position with Funds (Since)	Principal Occupation During Past 5 Years	Other Public Company Board Memberships During Past 5 Years
Joseph S. DiMartino (67) Chairman of the Board and Nominee DBUSMSF (1995) DNJMBF (1995) DPIF (1995) DUSTITF (1995) DUSTLTF (1995) DUSTMMF (1995)	Corporate Director and Trustee	Board member of 76 funds (175 portfolios) in The Dreyfus Family of Funds CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997 - present) The Newark Group, a provider of a national market of paper recovery facilities, paperboard mills and paperboard converting plants, Director (2000 - 2010) Sunair Services Corporation, a provider of certain outdoor-related services to homes and businesses Director (2005 - 2009)

Philip L. Toia (77) Board Member and Nominee DBUSMSF (1997) DNJMBF (1997) DPIF (1997) DUSTITF (1997) DUSTLTF (1997) DUSTMMF (1997)	Private Investor	Board member of 14 funds (26 portfolios) in The Dreyfus Family of Funds

Robin A. Melvin (46) Nominee	Director, Boisi Family Foundation, a private family foundation that supports youth-serving organizations that promote the self sufficiency of youth from disadvantaged circumstances (1995 – present) Senior Vice President, Mentor, a national non-profit youth mentoring organization (1992 – 2005)	Board member of 24 funds (41 portfolios) in The Dreyfus Family of Funds

Each Fund typically pays its Board members its allocated portion of an annual retainer and a ~~director, officer or employee~~fee per meeting attended for the Funds and reimburses them for their expenses. Each Fund also pays its Emeritus Board members its allocated portion of an annual retainer and a fee per meeting attended for the Funds. For information on the amount of compensation paid to each current Board member by a Fund for the Fund's last fiscal year, and paid by all funds in the Dreyfus ~~or any subsidiary or affiliate, other than David W. Burke (who has advised that he will resign from his offices in Dreyfus upon consummation~~Family of Funds for which such person was a Board member for the year ended December 31, 2010, see Exhibit A to this proxy statement.

The current Board members of each Fund are responsible for overseeing management of the 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 providedFunds. For more information on the ~~Fund~~Board's oversight role as well as its composition and leadership structure, see Exhibit ~~none of the Funds~~A to this proxy statement.

Each Fund has a standing audit, ornominating and compensation committee, ~~or any committees performing similar functions.~~ each of which is comprised of the Fund's Independent Board members. For information on the number of committee meetings held during each Fund's last fiscal year, see Exhibit A to this proxy statement.

The function of each Fund's audit committee ~~where appointed,~~is to (i) oversee the Fund's accounting and financial reporting processes and the audits of ~~a Fund reviews~~ the Fund's financial statements and ~~other audit-related matters~~(ii) assist in the Board's oversight of the integrity of the Fund's financial statements, the Fund's compliance with legal and regulatory requirements and the independent registered public accounting firm's qualifications, independence and performance. A copy of the form of the Funds' audit committee charter is not available on the Funds' or Dreyfus' website, but is set forth in Exhibit B to this proxy statement.

Each Fund's nominating committee is responsible for selecting and nominating persons as ~~they arise throughout~~members of the ~~year. Except~~Board for election or appointment by the Board and for election by shareholders. In evaluating potential nominees, including any nominees recommended by shareholders, the committee takes into consideration various factors listed in the nominating committee charter, including character and integrity, business and professional experience. The nominating committee will consider recommendations for nominees from shareholders submitted to the Secretary of the Fund, c/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 8th Floor East, New York, New York 10166, which includes information regarding the recommended nominee as ~~provided~~specified in the nominating committee charter. A copy of the form of the Funds' nominating committee charter is not available on ~~its~~the Funds' or Dreyfus' website, but is set forth in Exhibit C to this proxy statement.

The function of the compensation committee is to establish the appropriate compensation for serving on the Board. Each Fund ~~Exhibit, each Fund~~also has a standing ~~nominating~~pricing/evaluation committee comprised of ~~its~~any one Board ~~members who are not "interested persons"~~member. The function of the ~~Fund, the function of which~~pricing/evaluation committee is to ~~select and nominate all candidates who are not "interested persons" for election to~~assist in valuing the Fund's Board. Except as set forth 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 investments.

Required Vote

For each Fund, the election of ~~each of the Nominees listed in Part B of its Fund Exhibit~~a Nominee requires the affirmative vote of a plurality of ~~the~~ votes cast at the ~~Fund's meeting. 11~~ ~~PROPOSAL 3. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS STOCKHOLDERS OF EACH FUND, OTHER THAN COMSTOCK PARTNERS STRATEGY FUND, INC., VOTE ON THIS PROPOSAL.~~ Meeting for the election of Board members of the Fund.

ADDITIONAL INFORMATION

Selection of Independent Registered Public Accounting Firm

The 1940 Act requires that each Fund's independent ~~auditors~~registered public accounting firm be selected by a majority of ~~those~~the Independent Board members ~~who are not "interested persons" (as defined in the Act)~~ of the ~~Fund and that the employment of such independent auditors be conditioned on the right~~Fund. One of the ~~Fund, by vote~~purposes of ~~a majority~~each Fund's audit committee is to recommend to the Fund's Board the selection, retention or termination of ~~its outstanding securities at any meeting called~~the independent registered public accounting firm for ~~that purpose, to terminate such employment forthwith without penalty.~~the Fund. Each Fund's audit committee recommended, and each Fund's Board, including a majority of its Independent Board members, ~~who are not "interested persons" of such Fund,~~ approved, the selection of Ernst & Young ~~(the "Auditors"~~LLP ("Ernst & Young"), as the independent registered public accounting firm for ~~such~~the Fund's current fiscal ~~year at a Board meeting held on the date set forth on its Fund Exhibit. The selection by the Board~~year. Representatives 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 isErnst & Young are expected to be present at ~~each Fund's meeting~~the Meeting and will have ~~the~~an opportunity to make a statement (if the representatives so desire) and ~~will be available~~ to respond to appropriate questions. EACH FUND'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF THE AUDITORS AS INDEPENDENT AUDITORS OF THE FUND. PROPOSAL 4. APPROVAL OF RULE 12B-1 PLANS ONLY THE STOCKHOLDERS OF FUNDS CURRENTLY SUBJECT TO RULE 12B-1 PLANS VOTE ON THIS PROPOSAL. INTRODUCTION Rule 12b-1 (the "Rule"), adopted byAfter reviewing the ~~SEC under~~relevant Fund's audited financial statements for 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 respectFund's most recently completed fiscal year, each Fund's audit committee recommended to the ~~Funds. Each type~~Fund's Board that such statements be included in the Fund's Annual Report to Shareholders.

Information regarding the audit and related fees that Ernst & Young charged the Funds is ~~described below.~~ set forth in Exhibit A to this proxy statement.

Investment Adviser, Distributor and Transfer Agent

The ~~Fund Exhibit indicates the type of 12b-1 Plan, if any, to which~~investment adviser for 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 theDreyfus, 200 Park Avenue, 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~~York, New York 10166. Founded in 1947, Dreyfus manages approximately $298 billion in 194 mutual fund portfolios. Dreyfus is the ~~rate a Fund pays under its 12b-1 Plan proposed to be increased. A form~~primary mutual fund business 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~~The Bank 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~~Mellon Corporation ("BNY Mellon"), a global financial services company focused on helping clients move and ~~Premier Municipal Bond Fund~~manage their financial assets, operating in 36 countries and serving more than 100 markets. BNY Mellon is a leading provider of financial services for institutions, corporations and high-net-worth individuals, providing asset and wealth management, asset servicing, issuer services, and treasury services through a worldwide client-focused team. BNY Mellon has 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 billionthan $24.4 trillion in assets under ~~management. To date, NCM has not advised a registered investment company. The Sub-Investment Advisory Agreement between Dreyfus~~custody and ~~NCM~~administration and $1.14 trillion in assets under management, and it services more than $12.0 trillion in outstanding debt. Additional information is available at www.bnymellon.com.

MBSC Securities Corporation (the ~~"NCM Agreement") is substantially similar to the Fund's Sub-Investment Advisory Agreement with Tiffany (the "Prior Agreement"~~"Distributor"), except: (i) the NCM Agreement is between Dreyfus and NCM, not between the Fund and NCM, (ii) NCM will be paid by Dreyfus, and not by the Fund, and (iii) the fee to be paid by Dreyfus is equal to or lower than the fee previously paid by the Fund to Tiffany. A copy of the NCM Agreement is set forth on Dreyfus Socially Responsible Fund's Fund Exhibit. Under the Prior Agreement, the Fund paid Tiffany a fee at an annual rate based on the value of the Fund's average daily net assets as follows:

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

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

Voting Information

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

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

Authorizations to execute proxies may be obtained by telephonic or electronically transmitted instructions in accordance with procedures designed to authenticate the shareholder's identity. In all cases where a telephonic proxy is solicited (as opposed to where the shareholder calls the toll-free number directly to vote), the shareholder will be asked to provide or confirm certain identifiable information and to confirm that the shareholder has received the Fund's proxy statement and proxy card in the mail. Within 72 hours of receiving a shareholder's telephonic or electronically transmitted voting instructions, a confirmation will be sent to the ~~currency~~shareholder to ensure that the vote has been taken in accordance with the shareholder's instructions and to provide a telephone number to call immediately if the shareholder's instructions are not correctly reflected in the confirmation. Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon, and if no voting instructions are given, shares will be voted "FOR" the proposal. Any shareholder giving a proxy may revoke it at ~~the~~any time ~~the option expires. The Fund also currently intends~~before it is exercised by submitting to ~~purchase cash-settled options on interest rate swaps, interest rate swaps denominated in foreign currency and equity index swaps. Interest rate swaps involve the exchange by~~ the Fund ~~with another party~~a written notice of their respective commitments to pay or receive interest (for example, an exchange of floating-rate payments for fixed-rate payments) denominated in U.S. dollars or foreign currency. Equity index swaps involve the exchange by the Fund with another party of cash flows based upon the performance of an indexrevocation or a ~~portion of an index of securities which usually includes dividends. A cash-settled option on a swap gives~~subsequently executed proxy, by calling the ~~purchaser~~toll-free telephone number or through the ~~right, but not~~Internet, or by attending the 27 ~~obligation,~~Meeting and voting in return for the premium paid, to receive an amount of cash equal to the value of the underlying swap as of the exercise date. These options typically are purchased in privately negotiated transactions from financial institutions, including securities brokerage firms. The Fund also currently intends to purchase and sell call and put options on stock indexes listed on U.S. securities exchanges or traded in the over-the- counter market. A stock index fluctuates with changes in the market values of the stocks included in the index. Because the value of an index option depends upon movements in the level of the index rather than the price of a particular stock, whether the Fund will realize a gain or loss from the purchase or writing of options on an index depends upon movements in the level of stock prices in the stock market generally or, in the case of certain indexes, in an industry or market segment, rather than movements in the price of a particular stock. Successful use by the Fund of options will be subject to Dreyfus' ability to predict correctly movements in the direction of individual stocks, the stock market generally, foreign currencies or interest rates. To the extent Dreyfus' predictions are incorrect, the Fund may incur losses which could adversely affect the value of a stockholder's investment. The Fund's Board also recommends making this Investment Restriction, as proposed to be changed herein, a non-fundamental policy. Fundamental policies cannot be changed without approval by Majority Vote, while non-fundamental policies may be changed by a vote of a majority of the Fund's Board members at any time. The Fund's Board believes that these changes will provide the Fund greater flexibility to respond to regulatory and other developments. If approved by its stockholders, the Fund's Investment Restriction relating to permissible options transactions by the Fund will be a non-fundamental policy and would be revised to read as follows: [The Fund may not:] Purchase, sell or write puts, calls, or combinations thereof, except as described in the Fund's Prospectus and Statement of Additional Information. (G) FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS THE FOLLOWING SECTION APPLIES TO DREYFUS GROWTH OPPORTUNITY FUND, INC. ONLY. The Fund has adopted an Investment Restriction that prohibits the Fund from purchasing, holding or dealing in commodities or commodity contracts or in real estate, except the Fund may invest in securities of companies engaged in real estate activities or investments. The Fund's Board recommends that this Investment Restriction be revised to permit the Fund to engage in futures transactions, including those based on an index, and options thereon to the extent permitted by applicable regulations. These investments are commonly referred to as "derivatives." The Fund currently anticipates entering into stock index futures contracts, interest rate futures contracts and currency futures contracts, and options with respect thereto, in U.S. domestic markets or on exchanges located outside the United States. See "--(f) Options Transactions" above. These transactions will be entered into as a substitute for comparable market positions in the underlying securities or for hedging purposes. Although the Fund would not be a commodity pool, it would be subject to rules of the Commodity Futures Trading Commission limiting the extent to which the Fund could engage in these transactions. Engaging in these transactions involves risk of loss to the Fund's portfolio which could adversely affect the value of a stockholder's investment. Although the Fund intends to purchase or sell futures contracts only if there is an active market for such contracts, no assurance can be given that a liquid market will exist for any particular contract at any particular time. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified periods during the trading day. Futures contract prices could move to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially subjecting the Fund to substantial losses. In addition, engaging in futures transactions in foreign markets may involve greater risks than trading on domestic exchanges. Successful use of futures by the Fund also is subject to Dreyfus' ability to predict correctly movements in the direction of the market, interest rates or foreign currencies and, to the extent the transaction is entered into for hedging purposes, to ascertain the appropriate correlation between the transaction being hedged and the price movements of the futures contract. For example, if the Fund has hedged against the possibility of a decline in the market adversely affecting the value of securities held in its portfolio and prices increase instead, the Fund will lose part or all of the benefit of the 28 increased value of securities which it has hedged because it will have offsetting losses in its futures positions. In addition, in such situations, if the Fund has insufficient cash, it may have to sell securities to meet daily variation margin requirements. Such sales of securities may, but will not necessarily, be at increased prices which reflect the rising market. The Fund may have to sell securities at a time when it may be disadvantageous to do so. Pursuant to regulations and/or published positions of the SEC, the Fund may be required to segregate cash or high quality money market instruments in connection with its commodities transactions in an amount generally equal to the value of the underlying commodity. The segregation of such assets will have the effect of limiting the Fund's ability otherwise to invest those assets. If approved by its stockholders, the Fund's Investment Restriction relating to permissible futures transactions by the Fund would be revised to read as follows: [The Fund may not:] Invest in commodities, except that the Fund may purchase and sell options, forward contracts, futures contracts, including those relating to indexes, and options on futures contracts or indexes. REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION As to each Fund, approval of this Proposal requires a Majority Vote. THE BOARD OF EACH FUND, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL. ADDITIONAL INFORMATION The Fund Exhibit sets forth certain information concerning entities that are known by the respective Fund to be the holders of record of 5% or more of its shares outstanding as of the date indicated on the Fund Exhibit. To each Fund's knowledge, no stockholder beneficially owned 5% or more of its shares outstanding on such date, except to the extent set forth on its Fund Exhibit. OTHER MATTERS person.

If a proxy is properly executed and returned accompanied by instructions to withhold authority to vote, 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 the broker or nominee does not have a discretionary power) or is marked with an abstention (collectively, "abstentions"), the ~~Fund's~~Fund shares represented thereby will be considered to be present at the ~~meeting~~Meeting for purposes of determining the existence of a quorum for the transaction of business. Abstentions ~~however,~~ will ~~have~~not constitute a vote in favor of the ~~effect~~proposal.

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

If a ~~"no" vote for~~quorum is not present at the purpose of obtaining requisite approval for Proposals 1 and 4 through 13. Stockholders of Dreyfus Variable Investment Fund or Dreyfus Socially Responsible Fund should review the relevant Fund's Fund ExhibitMeeting for a ~~description~~Fund, the persons named as proxies may propose one or more adjournments of ~~special voting instruction rights~~the Meeting with respect to ~~such Funds. Each~~that Fund to permit further solicitation of proxies. Any adjournment will require the affirmative vote of a majority of those shares affected by the adjournment that are represented at the Meeting in person or by proxy. With respect to DNJMBF and DPIF, 33-1/3% of the Fund's shares entitled to vote constitute a quorum for the transaction of business at the Meeting. With respect to each of DBUSMSF, DUSTITF, DUSTLTF and DUSTMMF, 30% of the Fund's shares entitled to vote constitute a quorum for the transaction of business at the Meeting.

OTHER MATTERS

No Fund's Board is ~~not~~ aware of any other matters which may come before the ~~meeting.~~Meeting. However, should any such matters ~~with respect to one or more Funds~~ properly come before the ~~meeting,~~Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxy in accordance with their judgment on such matters. Dreyfus and Mellon will bear the cost of soliciting proxies. In addition to the use 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 to 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. Stockholders wishing to submit proposals for inclusion in a Fund's proxy statement for a subsequent stockholder meeting should send their written submissions to the principal executive offices of 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 advise the appropriate Fund, in care of ~~D.F. King & Co.,~~Dreyfus Transfer, Inc., ~~Attention: [NAME OF FUND], 77 Water Street, New York, New York 10005, or call (212) 425-1685,~~P.O. Box 9263, Boston, Massachusetts 02205-8501, whether other persons are the beneficial owners of ~~the~~Fund shares for which proxies are being solicited from you, and, if so, the number of copies of ~~the~~this proxy statement and other soliciting material you wish to receive in order to supply copies to the beneficial owners of shares.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, ~~STOCKHOLDERS~~SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, SIGN, DATE AND RETURN ~~THE~~EACH PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.

Dated: ~~June 3, 1994 30~~ March 28, 2011

SCHEDULE 1

Part I

SERIES INVESTMENT COMPANIES

The following is a list of those Funds that are series funds and identifies each such Fund's series.

Dreyfus Premier Investment Funds, Inc.

-- Dreyfus Diversified Global Fund ("DDGF")

-- Dreyfus Diversified International Fund ("DDIF")

-- Dreyfus Diversified Large Cap Fund ("DDLCF")

-- Dreyfus Emerging Asia Fund ("DEAF")

-- Dreyfus Global Real Estate Securities Fund ("DGRESF")

-- Dreyfus Greater China Fund ("DGCF")

-- Dreyfus Large Cap Equity Fund ("DLCEF")

-- Dreyfus Large Cap Growth Fund ("DLCGF")

-- Dreyfus Large Cap Value Fund ("DLCVF")

-- Dreyfus Satellite Alpha Fund ("DSAF")

SCHEDULE 1

Part 2

PERTAINING TO SHARE OWNERSHIP

Set forth below for each Fund is information as to the number of shares of the Fund outstanding and those shareholders known by the Fund, if any, to own beneficially 5% or more of the Fund's outstanding voting securities (including series thereof) as of February 28, 2011.

Name of Fund and Number of Shares Outstanding	Name and Address of Shareholder	Amount of Shares Held	Percentage of Shares Held
DBUSMSF 4,773,071.518
	National Financial Services 82 Devonshire Street Boston, MA 02109-3605	392,626.027	8.23%

DNJMBF--(Class A) 34,872,545.484	N/A

DNJMBF--(Class B) 28,804.649	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	12,389.266	43.01%

	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	8,060.888	27.99%

	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	2,549.059	8.85%

	Charles J. Maine & Elizabeth J. Maine Monroe TWP, NJ 08831	2,091.944	7.26%

	James P. Smith & Patricia A. Smith Sussex, NJ 07461-4338	1,533.359	5.32%

	Eileen Steinvurzel Woodcliff Lake, NJ 07677-8196	1,475.759	5.12%

DNJMBF--(Class C) 673,070.947	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	231,254.456	34.35%

	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	182,315.296	27.08%

	National Financial Services 82 Devonshire Street Boston, MA 02109-3605	51,521.735	7.65%

	LPL Financial 9785 Towne Centre Drive San Diego, CA 92121-1968	40,277.186	5.98%

	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	34,243.946	5.09%

DNJMBF--(Class I ) 172,308.673	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	97,592.916	56.61%

	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	73,904.362	42.87%

DNJMBF--(Class Z) 10,718,152.752	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	564,246.300	5.26%

	Charles Schwab & Co., Inc. 101 Montgomery Street San Francisco, CA 94104-4151	557,990.473	5.21%

DPIF: DDGF--(Class A) 25,599.548	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Dr. Suite 102 Newark, DE 19711	8,051.941	31.45%

	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	2,514.050	9.82%

	American Enterprise Investment SVC P.O. Box 9446 Minneapolis, MN 55440-9446	1,696.032	6.63%

	The Bank of New York Mellon Cust IRA FBO Belur K. Balaram Westmont, IL 60559-5515	1,603.968	6.27%

	Ralph E. Luca & Mary Madeline Luca Mamaroneck, NY 10543-1235	1,456.541	5.69%

	The Bank of New York Mellon Cust Roth Combination IRA FBO James C. Adams Savannah, TN 38372-7067	1,390.791	5.43%

DPIF: DDGF--(Class C) 4,026.181	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Dr. Suite 102 Newark, DE 19711	4,026.181	100.00%

DPIF: DDGF--(Class I) 4,026.040	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Dr. Suite 102 Newark, DE 19711	4,026.040	100.00%

DPIF: DDIF--(Class A) 869,152.291	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	565,943.842	65.11%

	UBS WM USA 499 Washington Blvd. Jersey City, NJ 07310-1995	82,439.485	9.48%

	American Enterprise Investment SVC P.O. Box 9446 Minneapolis, MN 55440-9446	45,175.758	5.20%

DPIF: DDIF--(Class C) 8,027.875	American Enterprise Investment SVC P.O. Box 9446 Minneapolis, MN 55440-9446	3,261.883	40.63%

	Lawrence A. Froehlich & George F. Froehlich Froehlich Foundation South Park, PA 15129-8893	2,081.037	25.92%

	UBS WM USA 499 Washington Blvd. Jersey City, NJ 07310-1995	910.068	11.34%

	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	593.628	7.39%

DPIF: DDIF--(Class I) 41,362,994.760	SEI Private Trust Company 1 Freedom Valley Drive Oaks, PA 19456-9989	41,146,203.057	99.37%

DPIF: DDLCF--(Class A) 11,802.683	American Enterprise Investment SVC P.O. Box 9446 Minneapolis, MN 55440-9446	4,172.548	35.35%

	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Dr. Suite 102 Newark, DE 19711	4,000.000	33.89%

	Judith Henkels Colleyville, TX 76034-2908	1,066.327	9.03%

	The Bank of New York Mellon Cust FBO Steven J. Monroe Chicago, IL 60654-8524	715.451	6.06%

DPIF: DDLCF--(Class C) 2,438.315	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Dr. Suite 102 Newark, DE 19711	2,000.000	82.02%

	The Bank of New York Mellon Cust FBO John Busa Billerica, MA 01821-6136	259.104	10.63%

	Nicholas Terrono Massapequa, NY 11758-4138	179.211	7.35%

DPIF: DDLCF--(Class I) 184,825.866	SEI Private Trust Company 1 Freedom Valley Drive Oaks, PA 19456-9989	181,827.267	98.38%

DPIF: DEAF--(Class A) 5,667,380.675	American Enterprise Investment SVC P.O. Box 9446 Minneapolis, MN 55440-9446	1,555,815.735	27.38%

	Citigroup Global Markets, Inc 333 W. 34th Street New York, NY 10001-2402	561,940.985	9.89%

	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	530,619.368	9.34%

	UBS WM USA 499 Washington Blvd. Jersey City, NJ 07310-1995	475,152.715	8.36%

	LPL Financial San Diego, CA 92121-1968	394,163.152	6.94%

	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	359,462.421	6.33%

DPIF: DEAF--(Class C) 2,260,535.078	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	937,275.800	41.65%

	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	251,681.931	11.18%

	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	198,813.292	8.84%

	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	158,603.324	7.05%

	American Enterprise Investment SVC P.O. Box 9446 Minneapolis, MN 55440-9446	142,932.770	6.35%

	UBS WM USA 499 Washington Blvd. Jersey City, NJ 07310-1995	113,362.803	5.04%

DPIF: DEAF--(Class I) 2,377,472.591	Dreyfus Diversified International Fund 200 Park Avenue New York, NY 10166-0090	869,440.505	36.54%

	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	529,012.509	22.23%

	National Financial Services 82 Devonshire Street Boston, MA 02109-3605	409,861.458	17.23%

	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	193,833.972	8.15%

DPIF: DGRESF--(Class A) 230,834.789	Ira Glener Tod Woodside, NY 11377-6817	45,485.563	19.66%

	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	37,563.783	16.24%

	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	29,509.95	12.76%

	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	25,135.242	10.87%

	American Enterprise Investment SVC P.O. Box 9446 Minneapolis, MN 55440-9446	16,812.690	7.27%

	Charles Schwab & Co., Inc. 101 Montgomery Street San Francisco, CA 94104-4151	15,895.315	6.87%

DPIF: DGRESF--(Class C) 31,823.454	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	12,474.620	39.20%

	American Enterprise Investment SVC P.O. Box 9446 Minneapolis, MN 55440-9446	6,298.363	19.79%

DPIF: DGRESF--(Class I) 22,619,965.386	SEI Private Trust Company 1 Freedom Valley Drive Oaks, PA 19456-9989	17,227,282.457	75.90%

	Mac & Co. 525 William Penn Place P.O. Box 3198 Pittsburgh, PA 15230-3198	1,439,810.849	6.34%

	BNY Capital Corporation One Wall Street New York, NY 10005-2500	1,149,558.115	5.07%

DPIF: DGCF--(Class A) 11,179,543.216	American Enterprise Investment SVC P.O. Box 9446 Minneapolis, MN 55440-9446	1,552,026.219	13.94%

	National Financial Services 82 Devonshire Street Boston, MA 02109-3605	1,212,479.524	10.89%

	Charles Schwab & Co., Inc. 101 Montgomery Street San Francisco, CA 94104-4151	988,845.255	8.88%

	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	911,743.8830	8.19%

	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	867,097.917	7.79%

	Citigroup Global Markets, Inc 333 W. 34th Street New York, NY 10001-2402	865,467.662	7.77%

	UBS WM USA 499 Washington Blvd. Jersey City, NJ 07310-1995	841,140.031	7.55%

	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	638,916.135	5.74%

DPIF: DGCF--(Class B) 202,394.739	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	35,318.820	17.45%

	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	34,274.890	16.93%

	National Financial Services 82 Devonshire Street Boston, MA 02109-3605	19,984.146	9.87%

	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	17,838.916	8.81%

	American Enterprise Investment SVC P.O. Box 9446 Minneapolis, MN 55440-9446	14,449.783	7.16%

	Morgan Stanley & Co. Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	14,295.444	7.06%

DPIF: DGCF--(Class C) 5,953,394.832	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	2,009,548.612	33.77%

	National Financial Services 82 Devonshire Street Boston, MA 02109-3605	652,158.487	10.96%

	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	574,617.897	9.66%

	Citigroup Global Markets, Inc 333 W. 34th Street New York, NY 10001-2402	556,656.992	9.36%

	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	340,575.754	5.72%

DPIF: DGCF--(Class I) 3,319,269.752	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	1,484,859.507	44.74%

	National Financial Services 82 Devonshire Street Boston, MA 02109-3605	663,600.928	19.99%

	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	306,797.451	9.24%

DPIF: DLCEF--(Class A) 57,086.519	National Financial Services 82 Devonshire Street Boston, MA 02109-3605	27,746.551	48.60%

	American Enterprise Investment SVC P.O. Box 9446 Minneapolis, MN 55440-9446	11,726.154	20.54%

	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	9,667.339	16.93%

DPIF: DLCEF--(Class C) 6,959.973	American Enterprise Investment SVC P.O. Box 9446 Minneapolis, MN 55440-9446	4,231.426	60.80%

	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	1,823.570	26.20%

	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Dr. Suite 102 Newark, DE 19711	904.977	13.00%

DPIF: DLCEF--(Class I) 17,742,258.737	SEI Private Trust Company 1 Freedom Valley Drive Oaks, PA 19456-9989	15,791,332.776	89.00%

DPIF: DLCGF--(Class A) 96,556.436	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	21,986.047	21.97%

	National Financial Services 82 Devonshire Street Boston, MA 02109-3605	16,185.953	16.18%

	American Enterprise Investment SVC P.O. Box 9446 Minneapolis, MN 55440-9446	12,280.788	12.27%

	Barbara Alexander Buck Riverview, FL 33578-3047	10,322.052	10.32%

	Abebech Girma Silver Springs, MD 20902-339	7,071.005	7.06%

	The Bank of New York Mellon Cust FBO Michael Najdowski Santa Fe, NM 87501	5,673.989	5.67%

	The Bank of New York Mellon Cust Kwan M. Hao Bayside, NY 11360-2325	5,582.424	5.58%

DPIF: DLCGF--(Class C) 11,082.672	American Enterprise Investment SVC P.O. Box 9446 Minneapolis, MN 55440-9446	4,886.951	44.10%

	Merrill Lynch 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	3,075.247	27.75%

	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Dr. Suite 102 Newark, DE 19711	1,557.632	14.05%

	Joel S. Rappaport Rockville, MD 20851-1513	826.833	7.46%

	Edward D. Jones & Co. FBO Stuart Graw Santa Fe, NM	736.009	6.644%

DPIF: DLCGF--(Class I) 7,860,221.024	SEI Private Trust Company 1 Freedom Valley Drive Oaks, PA 19456-9989	6,810,518.743	86.63%

DPIF: DLCVF--(Class A) 89,188.670	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	32,847.378	36.83%

	Hugh W. O'Donnell Family Trust Fresno, TX 77545-0390	11,258.508	12.62%

	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	6,745.784	7.56%

	Clearview Roth IRA C/F Joanne B Wise Charleston, SC 29407-4226	6,324.648	7.09%

	American Enterprise Investment SVC P.O. Box 9446 Minneapolis, MN 55440-9446	6,044.186	6.78%

DPIF: DLCVF--(Class C) 5,757.332	American Enterprise Investment SVC P.O. Box 9446 Minneapolis, MN 55440-9446	2,260.605	39.26%

	First Quality, Inc. FBO Richard Poser San Diego, CA 92129-4165	1,376.147	23.90%

	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Dr. Suite 102 Newark, DE 19711	1,133.787	19.69%

	Jack Halpern West Hills, CA 91304-5345	890.578	15.47%

DPIF: DLCGF--(Class I) 9,413,617.429	SEI Private Trust Company 1 Freedom Valley Drive Oaks, PA 19456-9989	9,042,436.595	96.06%

DPIF: DSAF--(Class A) 29,933.060	American Enterprise Investment SVC P.O. Box 9446 Minneapolis, MN 55440-9446	11,022.619	36.82%

	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Dr. Suite 102 Newark, DE 19711	8,002.249	26.73%

	Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	5,289.961	17.67%

	Southwest Securities, Inc FBO Vita M. Brennan	4,752.898	15.88%

DPIF: DSAF--(Class C) 7,492.766	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Dr. Suite 102 Newark, DE 19711	4,000.846	53.37%

	American Enterprise Investment SVC P.O. Box 9446 Minneapolis, MN 55440-9446	2,346.263	31.31%

	Frederick R. Semon & Edwin J. Semon Clarendon Hills, IL 60514-1473	1,093.537	14.59%

DPIF: DSAF--(Class I) 5,358.468	BNY Mellon Corporation MBC Investments Corporation 100 White Clay Center Dr. Suite 102 Newark, DE 19711	4,003.090	74.71%

	LPL Financial 9785 Towne Center Drive San Diego, CA 92121-1968	1,355.377	25.29%

DUSTITF 8,196,773.121
	National Financial Services 82 Devonshire Street Boston, MA 02109-3605	654,375.928	7.98%

	UBS WM USA 499 Washington Blvd. Jersey City, NJ 07310-1995	442,726.843	5.40%

DUSTLTF 3,736,290.484
	ING Trustee: Reliance Trust Company 400 Atrium Drive Somerset, NJ 08873-4162	209,177.205	5.62%

DUSTMMF 996,058,203.175
	First Clearing, LLC 10750 Wheat First Drive Glen Allen, VA 23060-9243	109,446,711.240	10.99%

	Ayasli Children LLC FBO Orhan Nashua, NH 03062-2273	58,534,041.140	5.88%

EXHIBIT A

Part I

Part I ~~Dreyfus serves~~sets forth, as to each Fund, information regarding the Board's oversight role in management, its composition and its leadership structure, as well as information regarding the current Board members and Nominees. Part I also sets forth information regarding the independent registered public accounting firm fees for the Funds as indicated.

Boards of the Funds

Board's Oversight Role in Management. Each Board's role in management of the Funds is oversight. As is the case with virtually all investment ~~adviser~~companies (as distinguished from operating companies), service providers to the Funds, primarily Dreyfus (also referred to as the "Manager") and its affiliates, have responsibility for the day-to-day management of the Funds, which includes responsibility for risk management (including management of investment ~~companies listed below, except Comstock Partners Strategy~~performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of its oversight, each Board, acting at its scheduled meetings, or the Chairman, acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including the Manager's Chief Investment Officer (or a senior representative of his office), the Fund's and the Manager's Chief Compliance Officer and portfolio management personnel. Each Board's audit committee (which consists of all Board members) meets during its scheduled meetings, and between meetings the audit committee chair maintains contact, with the Fund's independent registered public accounting firm and the Fund's Chief Financial Officer. Each Board also receives periodic presentations from senior personnel of the Manager or its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas, such as business continuity, anti-money laundering, personal trading, valuation, credit, investment research and securities lending. Each Board also receives reports from counsel to the Manager and the Board's own independent legal counsel regarding regulatory compliance and governance matters. Each Board has adopted policies and procedures designed to address certain risks to the Fund. In addition, the Manager and other service providers to each Fund ~~Inc. for which Dreyfus serves as sub-investment adviser.~~have adopted a variety of policies, procedures and controls designed to address particular risks to the Fund. Different processes, procedures and controls are employed with respect to different types of risks. However, it is not possible to eliminate all of the risks applicable to the Funds, and the Boards' risk management oversight is subject to inherent limitations.

Board Composition and Leadership Structure. The ~~approximate net assets~~1940 Act requires that at least 40% of each ~~investment company~~Fund's Board members be Independent Board members. To rely on certain exemptive rules under the 1940 Act, a majority of a Fund's Board members must be Independent Board members, and for certain important matters, such as the approval of ~~May 4, 1994 and the~~ investment advisory ~~fee payable by it to Dreyfus (expressed as~~agreements or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a ~~percentage~~majority of ~~average daily net assets+) also~~the Independent Board members. Currently, all of each Fund's Board members, including the Chairman of the Board, are ~~listed below. As described above,~~Independent Board members. Each Board has determined that its leadership structure, in which the ~~investment advisory fee structure for each~~Chairman of ~~these Funds, except Dreyfus Socially Responsible Fund~~the Board is not affiliated with the Manager, is appropriate in light of the services that the Manager 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~~its affiliates provide to the Fund ~~each year until October 14, 1998 based upon the average daily net assets~~and potential conflicts of the Fund, as follows: $90,000, 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, not the Fund, pays Dreyfus a monthly sub-investment advisory fee at the annual rate of .15 of 1% 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 as of May 4, 1994 and the fees payable by each (expressed as a percentage of the average daily net assets) also are listed below. The administration fee structures for each ofinterest that could arise from these ~~Funds will remain the same.~~

~~- ------- + Except where indicated. ++ Members of the First Prairie Family. +++ Fee payable by the Fund's investment adviser~~relationships.

Information About Each Board Member's Experience, Qualifications, Attributes 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 amount of a financial instrument during a specified period at a predetermined price. The Corporation acts as both "purchaser" and "seller" of option contracts, which are used in reducing exposure to market risk in connection with its positions in certain sponsored index funds. Market risk arises from changes in market value of contractual positions due to movements in underlying securities or stock indices. The Corporation limits its exposure to market risk by entering into hedge positions. Credit risk relates to the ability of the Corporation's counter party to meet its settlement obligations under the contract and generally is limited to the estimated aggregate replacement cost of those contracts in a gain position and was not material at December 31, 1993. ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES: In May 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities", which is effective for investments held as of or acquired after January 1, 1994. In the first quarter of 1994, the Corporation intends to adopt the provisions of the B-3 new standard, which are not expected to have a material impact on the results of operations or financial condition of the Corporation. NOTE 3--FIXED ASSETS: The Corporation and its subsidiaries provide for depreciation on fixed assets (including licensed and certain internally developed computer software) based on the estimated useful life of the assets, using the straight line method. Amortization of leasehold improvements is computed over the respective terms of the leases. The major classifications of fixed assets were as follows at December 31, 1993 (000's omitted): Furniture, fixtures and equipment................................ $ 50,568 Leasehold improvements........................................... 30,695 Licensed and certain internally developed computer software...... 11,375 Premises......................................................... 7,590 -------- 100,228 Less--accumulated depreciation and amortization.................. 37,585 -------- $ 62,643 ========

NOTE 4--DEFERRED SALES COMMISSIONS: During 1993, certain funds sponsored by the Corporation began offering multiple classes of shares. These funds offer Class A shares, which are sold with a sales charge imposed at the time of purchase, and Class B shares which are subject to a contingent deferred sales charge imposed on redemptions made within a specified period. Class B shares are also subject to an annual distribution fee payable to Service Corporation pursuant to a distribution plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940 ("Rule 12b-1 Plan"). Sales commissions paid by Service Corporation to broker/dealers for selling Class B shares are capitalized by Service Corporation and amortized to operations over six years. This amortization period approximates the period of time during which the sales commissions paid to broker/dealers are expected to be recovered from the funds through the payments made pursuant to the funds' Rule 12b-1 Plans. Contingent deferred sales charges, when received by Service Corporation, reduce unamortized deferred sales commissions. At December 31, 1993, deferred sales commissions included in Other assets amounted to $14.2 million (net of amortization of $1.2 million). NOTE 5--STOCKHOLDERS' EQUITY: At December 31, 1993, Additional paid-in capital and Retained earnings were not available for payment of dividends to the extent of $196.6 million, substantially representing the cost of treasury stock and required capital for the Corporation's regulated subsidiaries. Pursuant to the merger agreement (see Note 9), the Corporation may not declare dividends, other than the regular quarterly dividend of $.19 per share, and may not purchase any additional treasury shares. On January 19, 1994, the Board of Directors of the Corporation declared a first quarter dividend of $.19 per share, payable on February 16, 1994 to stockholders of record at the close of business on February 7, 1994. NOTE 6--STOCK PLANS AND CONTINGENT BENEFIT PLAN: 1989 NON-QUALIFIED STOCK OPTION PLAN: In 1989, the stockholders of the Corporation approved the 1989 Non-Qualified Stock Option Plan (the "Plan") of the Corporation. The Plan authorizes the Corporation to grant Options to purchase up to 1.8 million shares of common stock to key employees and key consultants who render services to the Corporation, at a price of not less than 95% of the price of the Corporation's common stock on the New York Stock Exchange on the day the Option is granted. The Plan provides generally that no Option shall be exercisable within two years nor more than ten years from the date of grant. Shares acquired upon exercise of Options will be registered under the Securities Act of 1933 and may be resold pursuant to such registration. B-4 ~~The following table summarizes the 1989 Non-Qualified Stock Option Plan activity in 1993 (000's omitted):~~ Outstanding at beginning of year................................... 1,388 Exercised during the year.......................................... (6) Forfeited during the year.......................................... (8) Granted during the year............................................ 50 ----- Outstanding at end of year......................................... 1,424 =====
Such options may be exercised at prices ranging from $24.06 to $41.63. At December 31, 1993, 603,000 of such Options were exercisable. The remaining options are exercisable as follows: 344,500 in 1994, 332,000 in 1995, 119,500 in 1996 and 12,500 in 1997 and 1998. INCENTIVE STOCK OPTION PLAN: In 1982, the stockholders of the Corporation approved a plan under which Incentive Stock Options may be granted to the Corporation's key executives allowing them to purchase up to 1.5 million shares of common stock of the Corporation. Under the plan, Options were granted for the purchase of either Book Value Shares or Market Shares. The plan provides that no Option shall be exercisable within one year, nor more than ten years, from the date of grant. The plan expired in 1992, and no new Options may be granted under the plan, although existing unexercised Options will continue in accordance with their terms. No Market Shares are outstanding. Book Value Shares must be acquired from and sold back to the Corporation at the book value (as defined in the plan) of the Corporation's Common Stock. The plan also provides for compensation (included in Accrued Compensation and Benefits) to recipients of Options in amounts equal to any cash dividends declared by the Corporation during the period following the grant of an Option up to the date of its exercise. Additional information with respect to Incentive Stock Options is as follows for 1993 (000's omitted): Outstanding at beginning of year..................................... 352 Exercised during the year*........................................... (21) --- Outstanding at end of year........................................... 331 ===
- ------- * Exercised for an aggregate of $319,000. In connection with the exercise of the Options, the Corporation received interest bearing notes payable over a maximum of 15 years. The balance of such notes at December 31, 1993 was $148,000. During 1993, the Corporation repurchased 29,000 shares issued under the plan, for an aggregate of $500,000. At December 31, 1993 Options to purchase 186,000 Book Value Shares were exercisable. The remaining Options to purchase Book Value Shares are exercisable as follows: 26,700 per year from 1994 to 1997 and 19,000 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 and outstanding and also the Book Value Shares related to exercisable Options under the plan at December 31, 1993, the net amount payable would have been approximately $3.4 million. OPTIONAL INCENTIVE PAYMENT PLAN: In 1986, the Corporation's Board of Directors approved an Optional Incentive Payment Plan (the "Plan") pursuant to which individuals who have previously exercised Stock Purchase Rights ("Rights") and Incentive Stock Options ("Options") (see above) could sell the shares related to such rights and Options back to the Corporation pursuant to the provisions of those respective plans, and in turn receive an equal number of units. Pursuant to the terms of the Plan, quarterly payments are made on each unit held in amounts equal to the quarterly after tax earnings per share of the Corporation and such amounts are charged to operations. B-5 ~~The activity in Plan units was as follows for 1993 (000's omitted):~~ Outstanding at beginning of year................................... 1,915 Issued in connection with Options.................................. 29 Forfeited during the year.......................................... (15) ----- Outstanding at end of year......................................... 1,929 =====
CONTINGENT BENEFIT PLAN: In 1984 a Contingent Benefit Plan (the "Plan") was approved which provides for specified benefit payments to designated key employees of the Corporation in the event of a change of control of the Corporation, as defined in the Plan, and should their employment terminate during a specified period after such change of control (see Note 9). NOTE 7--EMPLOYEES' BENEFIT PLANS: The employees of the Corporation and certain of its subsidiaries are covered by a Retirement Profit-Sharing Plan and a related Deferred Compensation Plan. In general, the Retirement Profit-Sharing Plan provides for the payment of death, disability and retirement benefits to employees or their beneficiaries in amounts equal to the value of their proportionate interests in the plan. The Corporation has a defined benefit pension plan which covers employees of the Corporation and certain of its subsidiaries. The costs to the Corporation and the pension plan assets and liabilities are not material. NOTE 8--LEASES: Future minimum payments, by year and in the aggregate, under noncancelable operating leases (premises) with initial or remaining terms of one or more years, were as follows at December 31, 1993 (000's omitted): 1994........................................................... $ 13,827 1995........................................................... 14,523 1996........................................................... 14,589 1997........................................................... 14,682 1998........................................................... 13,316 1999-2005...................................................... 79,406 -------- Total net minimum lease payments............................... $150,343* ========
- ------- * There are no rental commitments beyond 2005. NOTE 9--MERGER WITH MELLON BANK CORPORATION: On December 5, 1993, the Corporation entered into an Agreement and Plan of Merger providing for the merger of the Corporation with a subsidiary of Mellon Bank Corporation ("Mellon"). Under the terms of the agreement, the Corporation's stockholders will be entitled to receive .88017 shares of Mellon Common Stock for each share of the Corporation's Common Stock, in a tax-free exchange. Following the merger, it is planned that the Corporation will be a direct subsidiary of Mellon Bank, N.A. Closing of the merger is subject to a number of contingencies, including the receipt of certain regulatory approvals, the approvals of the stockholders of the Corporation and Mellon, and approvals of the Boards of Directors and shareholders of the mutual funds advised or administered by the Corporation. The merger is expected to occur in mid-1994, but could occur later. The merger agreement provides for the Corporation to pay Mellon $50 million, should the Corporation, among other matters, engage in certain business combination transactions specified in the agreement, with any person other than Mellon, or under certain other defined circumstances. Costs incurred in connection with the merger, including payments related to the Contingent Benefit Plan (see Note 6), will be charged against operations of the merged entities. B-6 NOTE 10--LITIGATION: Subsequent to the announcement of the proposed merger with Mellon (see Note 9), public shareholders of the Corporation commenced six purported class action suits in the Supreme Court of the State of New York, County of New York, naming the Corporation, Mellon and the individual directors of the Corporation as defendants, with respect to the transactions contemplated by the Agreement and Plan of Merger with Mellon. The Corporation believes that these complaints lack merit and intends to defend them vigorously. On December 22, 1993, six shareholders of mutual funds of which the Corporation is the adviser ("Dreyfus-managed mutual funds") filed an application with the U.S. Securities and Exchange Commission (the "SEC") for a statutory determination that the "non-interested" directors of the individual Dreyfus-managed mutual funds are "interested" directors within the meaning of the Investment Company Act of 1940, thereby prohibiting them from voting on each of the fund's advisory contracts and other related matters in connection with the merger with Mellon (the "Application"). The non-interested directors have opposed the Application. Counsel for the non-interested directors has advised the Corporation that the Application lacks merit. REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS Stockholders and Board of Directors The Dreyfus Corporation We have audited the accompanying consolidated balance sheet of The Dreyfus Corporation and Subsidiary 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 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 GLOBAL INVESTING* FUND EXHIBIT PART A 1. PERTAINING TO THE MEETING . Meeting Date: Wednesday, August 3, 1994 . Meeting Time: 9:30 a.m. . Meeting Place: New York Marriott Marquis, 1535 Broadway, Westside South Center, 5th Floor, New York, New York . Shares outstanding as of May 4, 1994: 4,961,356.911 Class A shares and 4,619,895.272 Class B shares 2. PERTAINING TO ADVISORY ARRANGEMENTS WITH DREYFUS . Date Board approved New Agreement: May 31, 1994 . Date stockholders last approved Existing Agreement: March 30, 1993 . Date Board last approved Existing Agreement: November 9, 1993 . Date of Existing Agreement: December 20, 1991, as amended November 9, 1992 . Investment advisory fee as a percentage of average daily net assets under Existing and New Agreements: .75% . Investment advisory fee payable to Dreyfus for most recent fiscal year: $511,327 . Fee reduction for most recent fiscal year resulting from undertaking: -0- . Net investment advisory fee paid to Dreyfus for most recent fiscal year: $511,327 . Brokerage commissions paid during last fiscal year: $532,812 . The amount of brokerage transactions directed to a broker or brokers because of research services provided and the amount of related brokerage commissions paid with respect to such transactions during the last fiscal year: $4,292,501 (brokerage transactions) and $18,400 (commissions) 3. PERTAINING TO AUDITORS . Date Board last approved Auditors: November 9, 1993 4. PERTAINING TO THE BOARD . Number of Board, and where applicable committee, meetings held during the last fiscal year: 5 Skills. Board members ~~if any, attending fewer than 75%~~ of ~~all~~each Fund, together with information as to their positions with the Funds, principal occupations and other board memberships for the past five years, are shown below.

Name of Board Member(Age) Position with Funds (Since)	Principal Occupation During Past 5 Years	Other Public Company Board Memberships During Past 5 Years
Joseph S. DiMartino (67) Chairman of the Board DBUSMSF (1995) DNJMBF (1995) DPIF (1995) DUSTITF (1995) DUSTLTF (1995) DUSTMMF (1995)	Corporate Director and Trustee	CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997 - present) The Newark Group, a provider of a national market of paper recovery facilities, paperboard mills and paperboard converting plants, Director (2000 - 2010) Sunair Services Corporation, a provider of certain outdoor-related services to homes and businesses Director (2005 - 2009)

Gordon J. Davis (69) Board Member DBUSMSF (1993) DNJMBF (1993) DPIF (1993) DUSTITF (1993) DUSTLTF (1993) DUSTMMF (1993)	Partner in the law firm of Dewey & LeBoeuf, LLP	Consolidated Edison, Inc., a utility company, Director (1997 - present) The Phoenix Companies, Inc., a life insurance company, Director (2000 - present)

David P. Feldman (71) Board Member DBUSMSF (1991) DNJMBF (1991) DPIF (1991) DUSTITF (1991) DUSTLTF (1991) DUSTMMF (1991)	Corporate Director and Trustee	BBH Mutual Funds Group (4 registered mutual funds), Director (1992 - present) QMed, Inc., a healthcare company, Director (1999 - 2007)

Lynn Martin (71) Board Member DBUSMSF (1994) DNJMBF (1994) DPIF (1994) DUSTITF (1994) DUSTLTF (1994) DUSTMMF (1994)	President of The Martin Hall Group LLC, a human resources consulting firm, from January 2005 - present Advisor to the international accounting firm of Deloitte & Touche, LLP and Chair to its Council for the Advancement of Women from March 1993 - September 2005	AT&T Inc., a telecommunications company, Director (1999 - present) Ryder System, Inc., a supply chain and transportation management company, Director (1993 - present) The Procter & Gamble Co., a consumer products company, Director (1994 - present) Constellation Energy Group, Inc., Director (2003 - present)

Philip L. Toia (77) Board Member DBUSMSF (1997) DNJMBF (1997) DPIF (1997) DUSTITF (1997) DUSTLTF (1997) DUSTMMF (1997)	Private Investor	N/A

Each Board ~~and committee meetings held~~member has been a Board member of Dreyfus mutual funds for over ten years. Additional information about each Board member follows (supplementing the information provided in the ~~last fiscal year during~~table above) that describes some of the ~~period the~~specific experiences, qualifications, attributes or skills that each Board member ~~was in office: None . Rate at~~possesses which a Board members are paid (annual retainer/per meeting fee): $1,000/$250 . Total fees and expenses received by the Board members as a group for the last fiscal year: $14,972 5. PERTAINING TO 12B-1 PLANS . The Fund is subjectbelieves has prepared them to ~~a Type 2 Plan only with respect to its Class B shares. - ------- *Incorporated under the name Dreyfus Global Investing, Inc.~~ . The amount the Fund paid, with respect to its Class B shares, under its 12b-1 Plan during the period from January 15, 1993 (effective date of Plan) through October 31, 1993 (fiscal year end): $107,752 . Annual rate at which fees under the 12b-1 Plan are payable: .75% . The Fund was subject to a Type 1 Plan with respect to its Class A shares and the amount pursuant to which the Fund paid during the period from November 1, 1992 to January 15, 1993 (date such Plan was terminated) is: $30,278 . The amount the Fund paid under its Shareholder Services Plan during the period from January 15, 1993 (effective date of Plan) through October 31, 1993 (fiscal year end): $114,462 (Class A shares) and $35,917 (Class B shares) 6. PERTAINING TO SHARE OWNERSHIP OF PERSONS, IF ANY, KNOWN TO OWN AT LEAST 5% OF THE FUND'S OUTSTANDING VOTING SECURITIES AS OF MAY 4, 1994 Not applicable. 7. MISCELLANEOUS . For purposes of the section of the Proxy Statement entitled "Proposal 1-- Portfolio Transactions," the Fund is an Equity Fund. 2 PART B This Exhibit sets forth information relevant to the election of the Nominees (except as noted) for the following Funds: Dreyfus Florida Intermediate Municipal Bond Fund ("DFIMB") *Dreyfus Florida Municipal Money Market Fund ("DFMMM") Dreyfus Investors GNMA Fund ("DIGNM") Dreyfus New Jersey Municipal Bond Fund, Inc. ("DNJMB") Dreyfus New York Insured Tax Exempt Bond Fund ("DNYIT") Dreyfus Strategic Growth, L.P. ("DSG") Dreyfus Global Growth, L.P. (A Strategic Fund) ("DGG") Dreyfus 100% U.S. Treasury Intermediate Term Fund ("DUSTI") Dreyfus 100% U.S. Treasury Long Term Fund ("DUSTL") Dreyfus 100% U.S. Treasury Money Market Fund ("DUSTM") Dreyfus 100% U.S. Treasury Short Term Fund ("DUSTS") Premier Global Investing ("PGI") - ------- * Fund will not electbe effective Board members.

NAME, PRINCIPAL OCCUPATION AND BUSINESS BOARD MEMBER EXPERIENCE FOR PAST FIVE YEARS AGE SINCE --------------------------------------- --- ------------ ~~/1/FIONA K. BIGGS--Only PGI and DGG. 31 PGI-1993 Chartered Financial Analyst. Former President and DGG-1993 Investment Officer~~
●	Joseph S. DiMartino – Mr. DiMartino has been the Chairman of the ~~Fund.~~Board of the funds in the Dreyfus Family of Funds for over 15 years. From ~~1987 to October 1993,~~1971 through 1994, Mr. DiMartino served in various roles as an employee of Dreyfus (prior to its acquisition by a predecessor of BNY Mellon in August 1994 and related management changes), including portfolio manager, President, Chief Operating Officer and a Director. He ceased being an ~~officer~~employee or Director of ~~other investment companies advised~~Dreyfus by ~~Dreyfus. Her address is 117 East 72nd Street, New York, New York 10021. GORDON~~the end of 1994. From July 1995 to November 1997, Mr. DiMartino served as Chairman of the Board of The Noel Group, a public buyout firm; in that capacity, he helped manage, acquire, take public and liquidate a number of operating companies. From 1986 to 2010, Mr. DiMartino served as a Director of The Muscular Dystrophy Association.

●	Gordon J. ~~DAVIS 52 DFIMB-1993 Since 1983,~~Davis – Mr. Davis ~~has been~~is a ~~senior~~ partner ~~with~~in the ~~DFMMM-1993~~ law firm of ~~Lord Day~~Dewey & ~~Lord, Barrett Smith. Former DIGNM-1993~~LeBoeuf LLP, where his practice involves complex real estate, land use development and related environmental matters. Before joining the firm, Mr. Davis served as a Commissioner and member of the New York City Planning Commission, and as Commissioner of Parks and Recreation for the ~~city~~City of New ~~DNJMB-1993 York from 1978 through 1983. He also is~~York. Mr. Davis was a ~~director~~co-founder of DNYIT-1993 Consolidated Edison, a utility company, and Phoenix Home DSG-1993 Life Insurance Company and a member of various other DGG-1993 corporate and not-for-profit boards of directors and DUSTI-1994 trustees. His address is 241the Central Park ~~West, New DUSTL-1994 York,~~Conservancy and the founding Chairman of Jazz at the Lincoln Center for the Performing Arts in New York 10024. DUSTM-1994 DUSTS-1994 PGI-1993 ISABEL P. DUNST 47 Partner inCity. He has also served as President of Lincoln Center. Mr. Davis also served on the law firm of Hogan & Hartson since 1990. From 1986 to 1990, Deputy General Counsel of the United States Department of Health and Human Services. She is also a Trustee of the Clients Security Fund of the District of Columbia Bar and a Trustee of Temple Sinai. She is also a Board memberboard of Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management, Dreyfus Municipal Cash Management Plus, Dreyfus New York Municipal Cash Management, Dreyfus Tax Exempt Cash Management, Dreyfus Treasury Cash Management(prior to its acquisition by a predecessor of BNY Mellon in August 1994 and ~~Dreyfus Treasury Prime Cash Management. Her address~~related management changes).

●	David P. Feldman – Mr. Feldman is ~~c/o Hogan & Hartson, Columbia Square, 555 Thirteenth Street, N.W., Washington, D.C. 20004-1109.~~

3
NAME, PRINCIPAL OCCUPATION AND BUSINESS BOARD MEMBER EXPERIENCE FOR PAST FIVE YEARS AGE SINCE --------------------------------------- --- ------------ ~~/1/DAVID P. FELDMAN 54 DFIMB-1991~~the former Chairman and Chief Executive Officer of AT&T Investment ~~DFMMM-1993~~ Management ~~Corporation.~~Corp., from which he retired in 1997, where he was responsible for $70 billion in pension assets.  Mr. Feldman has served as Chairman of the Financial Executives Institute's Committee on Investment of Employee Benefits Assets.  Mr. Feldman currently serves as a member of the Pension Managers Advisory Committee of the New York Stock Exchange Inc.
●
Lynn Martin – Ms. Martin served in the U.S. House of Representatives from 1981 to 1991, the Illinois Senate from 1979 to 1980, and the Illinois House of Representatives from 1977 to 1979.  Ms. Martin also served as Co-Chairperson of then-Vice President George H.W. Bush's 1988 presidential campaign, and from 1991 to 1993 served as U.S. Secretary of Labor under President Bush.  After her tenure in politics, Ms. Martin was a professor at the Kellogg School of Management, Northwestern University, and also a fellow at Harvard University's Kennedy School of Government.  She also has served as an Advisor of Deloitte & Touche LLP and as Chair of its Council for the Advancement of Women.  Ms. Martin serves on the Chicago Council on Global Affairs, Coca-Cola International Advisory Council and Deutsche Bank Advisory Council.
●
Philip L. Toia – From 1984 through 1997, Mr. Toia served in various roles as an employee of Dreyfus.  During this time he directed the organization of the fixed-income research group, investor relations, organized the bank wholesaling group, and served as a director and officer of subsidiaries of Dreyfus.  Upon the acquisition of Dreyfus by a predecessor of BNY Mellon, Mr. Toia took on additional duties as Vice Chairman for Administration and Operations, including being responsible for fund accounting, fund legal, information systems and human resources.  He isalso served as a ~~Trustee~~member of ~~Corporate DIGNM-1987/2/ Property Investors,~~the Board.  He ceased all roles at Dreyfus by 1997.  Before Dreyfus, Mr. Toia served as Group Executive for Public Finance at Chase Manhattan Bank, managing its investment banking group and its tax-exempt underwriting, trading and sales departments.  He also served on Board of Directors of Chase Manhattan Bank, Delaware.  In addition, from 1975 through 1977, Mr. Toia served as Deputy Mayor for Finance for the City of New York.

NAME, PRINCIPAL OCCUPATION AND BUSINESS BOARD MEMBER EXPERIENCE FOR PAST FIVE YEARS AGE SINCE --------------------------------------- --- ------------ ~~/1/DAVID P. FELDMAN 54 DFIMB-1991~~the former Chairman and Chief Executive Officer of AT&T Investment ~~DFMMM-1993~~ Management ~~Corporation.~~Corp., from which he retired in 1997, where he was responsible for $70 billion in pension assets. Mr. Feldman has served as Chairman of the Financial Executives Institute's Committee on Investment of Employee Benefits Assets. Mr. Feldman currently serves as a member of the Pension Managers Advisory Committee of the New York Stock Exchange Inc.

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

●	Philip L. Toia – From 1984 through 1997, Mr. Toia served in various roles as an employee of Dreyfus. During this time he directed the organization of the fixed-income research group, investor relations, organized the bank wholesaling group, and served as a director and officer of subsidiaries of Dreyfus. Upon the acquisition of Dreyfus by a predecessor of BNY Mellon, Mr. Toia took on additional duties as Vice Chairman for Administration and Operations, including being responsible for fund accounting, fund legal, information systems and human resources. He isalso served as a ~~Trustee~~member of ~~Corporate DIGNM-1987/2/ Property Investors,~~the Board. He ceased all roles at Dreyfus by 1997. Before Dreyfus, Mr. Toia served as Group Executive for Public Finance at Chase Manhattan Bank, managing its investment banking group and its tax-exempt underwriting, trading and sales departments. He also served on Board of Directors of Chase Manhattan Bank, Delaware. In addition, from 1975 through 1977, Mr. Toia served as Deputy Mayor for Finance for the City of New York.

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

~~PERTAINING TO THE BOARD OF EACH FUND~~

The table below indicates the dollar range of each current Board member and Nominee's ownership of shares of each Fund (including series thereof) and the aggregate dollar range of shares of other funds in the Dreyfus Family of Funds for which he or she is a Board member, in each case as of December 31, 2010.

Name of Board Member or Nominee	Dollar Range of Shares Held in Fund

	DBUSMSF	DNJMBF	DPIF	DUSTITF

Joseph S. DiMartino	None	None	$50,001-$100,000	None
Gordon J. Davis	None	None	None	None
David P. Feldman	None	$1-$10,000	None	None
Lynn Martin	None	None	$50,001-$100,000	None
Philip L. Toia	None	None	$10,001 - $50,000	None
Robin A. Melvin	None	None	None	None

Name of Board Member or Nominee	Dollar Range of Shares Held in Fund
	DUSTLTF	DUSTMMF	Aggregate Holding of Funds in The Dreyfus Family of Funds for Which Responsible as a ~~real estate~~Board Member

Joseph F. DiMartino	None	None	Over $100,000
Gordon J. Davis	None	None	Over $100,000
David P. Feldman	None	None	Over $100,000
Lynn Martin	None	None	$1-$10,000
Philip L. Toia	None	None	$1-$10,000
Robin A. Melvin	None	None	$50,001-$100,000

As of February 28, 2011, none of the current Board members or Nominees or their immediate family members owned securities of Dreyfus or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with Dreyfus.

~~PERTAINING TO THE BOARD OF EACH FUND~~

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

Name of Fund
Number of
Board Meetings
Number of Audit
Committee Meetings
Number of Nominating
Committee Meetings
Number of Compensation
Committee Meetings
Number of Pricing
Committee Meetings
DBUSMSF 5 2 1 1 1
DNJMBF 5 2 1 1 None
DPIF 5 2 1 1 None
DUSTITF 5 2 1 1 1
DUSTLTF 5 2 1 1 1
DUSTMMF 6 2 1 1 None

During each Fund's last fiscal year, each current Board member attended at least 75% of the aggregate of all of the meetings of the Board of each Fund (held during the period he or she was a Board member) and 75% of the meetings held by a committee of the Board of each Fund on which he or she served (during the period that he or she served).

~~COMPENSATION TABLE~~

Each Fund currently pays its Board members its allocated portion of an annual retainer of $50,000 and a fee of $6,000 per meeting (with a minimum $1,000 per meeting and per telephone meeting) attended for the Fund and the five other funds (comprised of 16 portfolios) in the Dreyfus Family of Funds. The Chairman of the Board receives an additional 25% of such compensation. Each Fund also reimburses each Board member for travel and out of pocket expenses in connection with attending Board or committee meetings. Each Emeritus Board member is entitled to receive an annual retainer of one-half the amount paid as a retainer at the time the Board member became Emeritus and a per meeting attended fee of one-half the amount paid to Board members.

The aggregate amount of compensation paid to each current Board member by each Fund for the Fund's last fiscal year, and by all the funds in the Dreyfus Family of Funds for which such person was a Board member (the number of portfolios of such funds is set forth in parenthesis next to each Board member's total compensation) for the year ended December 31, 2010 were as follows:

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

Joseph S. DiMartino		$1,060,250 (175)
DBUSMSF	$1,906
DNJMBF	$13,824
DPIF	$10,663
DUSTITF	$2,948
DUSTLTF	$1,506
DUSTMMF	$25,135

Gordon J. Davis		$179,500 (45)
DBUSMSF	$1,530
DNJMBF	$11,085
DPIF	$8,426
DUSTITF	$2,373
DUSTLTF	$1,224
DUSTMMF	$19,960

David P. Feldman		$225,000 (48)
DBUSMSF	$1,530
DNJMBF	$11,085
DPIF	$8,426
DUSTITF	$2,373
DUSTLTF	$1,224
DUSTMMF	$19,960

Lynn Martin		$56,000 (15)
DBUSMSF	$1,148
DNJMBF	$8,314
DPIF	$6,320
DUSTITF	$1,784
DUSTLTF	$916
DUSTMMF	$15,069

Philip L. Toia		$128,500 (26)
DBUSMSF	$1,530
DNJMBF	$11,085
DPIF	$8,426
DUSTITF	$2,373
DUSTLTF	$1,224
DUSTMMF	$19,960

________________________
*	Amount does not include the cost of office space, secretarial services and health benefits for the Chairman and expenses reimbursed to Board members for attending Board meetings, which in the aggregate amounted to $21,723.

**	Represents the number of separate portfolios comprising the investment ~~company. He DNJMB-1987 also is~~companies in the Fund Complex, including the Funds, for which the Board member served.

~~PERTAINING TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

Set forth below for each Fund's last two fiscal years are the amounts Ernst & Young, the independent registered public accounting firm for the Funds, billed for (i) services rendered in connection with the annual audit of the Fund's financial statements ("Audit Fees"); (ii) assurance and services rendered that are reasonably related to the performance of the audit or review of the Fund's financial statements ("Audit-Related Fees"); (iii) professional services rendered for tax compliance, tax planning and tax advice, including primarily the review of each Fund's tax returns ("Tax Fees"); (iv) other products and services provided ("All Other Fees"); and (v) non-audit services provided to affiliates of Dreyfus ("Aggregate Non-Audit Fees").

Name of Fund
Fiscal Year Ended
Audit Fees
Audit-Related Fees
Tax Fees
All Other Fees
Aggregate Non-Audit Fees
Paid by Service Affiliates*
DBUSMSF 2009 $40,961 $5,276 $3,638 $24 $24,975,296
2010 $40,961 $5,382 $3,692 $28 $39,552,052

DNJMBF 2009 $38,832 $5,276 $3,638 $164 $24,975,296
2010 $38,832 $5,382 $4,681 $207 $39,552,052

DPIF 2009 $269,964 $36,932 $24,697 $254 $24,975,296
2010 $269,964 $60,820 $25,611 $667 $39,552,052

DUSTITF 2009 $26,682 $5,276 $3,638 $73 $24,975,296
2010 $26,682 $5,382 $3,692 $43 $39,552,052

DUSTLTF 2009 $26,682 $5,276 $3,638 $34 $24,975,296
2010 $26,682 $5,382 $4,203 $22 $39,552,052

DUSTMMF 2009 $36,326 $5,276 $3,638 $684 $24,975,296
2010 $36,326 $5,382 $3,181 $367 $39,552,052

__________________

* For Service Affiliates (i.e., Dreyfus and any entity controlling, controlled by or under common control with Dreyfus that provides ongoing services to the Fund), such fees represent only those fees that require pre-approval by the audit committee.

Audit Committee Pre-Approval Policies and Procedures. Each Fund's audit committee has established policies and procedures (the "Policy") for pre-approval (within specified fee limits) of the independent registered public accounting firm's engagements for non-audit services to the Fund and Service Affiliates without specific case-by-case consideration. Pre-approval considerations include whether the proposed services are compatible with maintaining the independent registered public accounting firm's independence. The Policy and services covered therein are considered annually. In addition, proposed services requiring pre-approval but not covered by the Policy are considered from time to time as necessary.

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

~~* * * *~~

~~Part II~~

~~Part II sets forth information relevant to the officers of each Fund.~~

Name (Age) Position with the Funds	Principal Occupation During Past 5 Years

BRADLEY J. SKAPYAK (52) President	Chief Operating Officer and a director of Dreyfus BASIC Money Market Fund, DNYIT-1987 Inc., Dreyfus Edison Electric Index Fund, Inc., Dreyfus DSG-1987 Stock Index Fund, Dreyfus Strategic Governments Income, DGG-1987 Inc., Dreyfus-Wilshire Target Funds, Inc., Peoples Index DUSTI-1987/2/ Fund, Inc. and Peoples S&P MidCap Index Fund, Inc., and DUSTL-1987/2/ a trustee of Dreyfus BASIC U.S. Government Money Market DUSTM-1987/2/ Fund, Dreyfus California Intermediate Municipal Bond DUSTS-1987/2/ Fund, Dreyfus Connecticut Intermediate Municipal Bond PGI-1991 Fund, Dreyfus Massachusetts Intermediate Municipal Bond Fund, Dreyfus New Jersey Intermediate Municipal Bond Fund, Dreyfus Pennsylvania Intermediate Municipal Bond Fund, Dreyfus Strategic Income and Dreyfus Strategic Investing. His address is One Oak Way, Berkeley Heights, New Jersey 07922. LYNN MARTIN 54 DFIMB-1993 Holdersince June 2009. From April 2003 to June 2009, Mr. Skapyak was the head of the ~~Davee~~Investment Accounting and Support Department of Dreyfus. He is an officer of 76 investment companies (comprised of 169 portfolios) managed by Dreyfus.

PHILLIP N. MAISANO (63) Executive Vice President	Chief Investment Officer, Vice Chair at the J.L. Kellogg Graduate DFMMM-1993 School of Management, Northwestern University. During DIGNM-1993 the Spring Semester 1993, Ms. Martin was a Visiting DNJMB-1993 Fellow at the Institute of Policy, Kennedy School of DNYIT-1993 Government, Harvard University. She also is a consultant DSG-1993 to the international accounting firm of Deloitte & DGG-1993 Touche, and chairwoman of its Council on the Advancement DUSTI-1994 of Women and a director of Ryder Systems Incorporated, a DUSTL-1994 transportation company. From January 1991 through DUSTM-1994 January 1993, Ms. Martin served as Secretary for the DUSTS-1994 United States Department of Labor. From 1981 to 1991, PGI-1993 she was United States Congresswoman for the State of Illinois. She also is a director of Harcourt General Corporation, a publishing, insurance and retailing company, and Ameritech Corporation, a telecommunications and information company. Her address is 3750 Lake Shore Drive, Chicago, Illinois 60613. /1/EUGENE MCCARTHY 78 DFIMB-1991 Writer and columnist; former Senator from Minnesota from DFMMM-1993 1958 through 1970. His address is P.O. Box 22, DIGNM-1987/2/ Woodville, Virginia 22749. DNJMB-1987 DNYIT-1988 DSG-1987 DGG-1987 DUSTI-1985/2/ DUSTL-1985/2/ DUSTM-1985/2/ DUSTS-1987/2/ PGI-1991 /1/RICHARD J. MOYNIHAN--Only DFIMB, DFMMM and DNYIT. 59 DFIMB-1991 President and Investment Officer of DFIMB, DFMMM, DNJMB DFMMM-1993 and DNYIT. An employee of Dreyfus and an officer, DNYIT-1986 director or trustee of other investment companies advised or administered by Dreyfus.

4
NAME, PRINCIPAL OCCUPATION AND BUSINESS BOARD MEMBER EXPERIENCE FOR PAST FIVE YEARS AGE SINCE --------------------------------------- --- ------------ DANIEL ROSE 64 DFIMB-1992 President and Chief Executive Officer of Rose Associates, DFMMM-1993 Inc., a New York based real estate development and DIGNM-1992/2/ management firm. He is Chairman of the Housing Committee DNJMB-1992 of The Real Estate Board of New York, Inc. and a Trustee DNYIT-1992 of Corporate Property Investors, a real estate investment DSG-1992 company. He also is a director of Dreyfus BASIC Money DGG-1992 Market Fund, Inc. and Dreyfus Strategic Governments DUSTI-1992/2/ Income, Inc. and a trustee of Dreyfus BASIC U.S. DUSTL-1992/2/ Government Money Market Fund, Dreyfus California DUSTM-1992/2/ Intermediate Municipal Bond Fund, Dreyfus Connecticut DUSTS-1992/2/ Intermediate Municipal Bond Fund, Dreyfus Massachusetts PGI-1992 Intermediate Municipal Bond Fund, Dreyfus New Jersey Intermediate Municipal Bond Fund, Dreyfus Pennsylvania Intermediate Municipal Bond Fund, Dreyfus Strategic Income and Dreyfus Strategic Investing. His address is c/o Rose Associates, Inc., 380 Madison Avenue, New York, New York 10017. /1/HOWARD STEIN--All Funds, except DFIMB, DFMMM and DNYIT. 67 DIGNM-1987/2/ President and Investment Officer of DSG, DGG and PGI. DNJMB-1987 Chairman of the Board and Chief Executive Officer of DSG-1987 Dreyfus, Chairman of the Board of DSC and an officer, DGG-1987 director, general partner or trustee of other investment DUSTI-1985/2/ companies advised or administered by Dreyfus. DUSTL-1985/2/ DUSTM-1985/2/ DUSTS-1987/2/ PGI-1991 SANDER VANOCUR 66 DFIMB-1992 Since January 1992, President of Old Owl Communications, DFMMM-1993 a full-service communications firm. Since November 1989, DIGNM-1992/2/ Mr. Vanocur has served as a Director of the Damon Runyon- DNJMB-1992 Walter Winchell Cancer Research Fund. From June 1986 to DNYIT-1992 December 1991, he was a Senior Correspondent of ABC News DSG-1992 and, from October 1986 to December 31, 1991, he was DGG-1992 Anchor of the ABC News program "Business World," a weekly DUSTI-1992/2/ business program on the ABC television network. He also DUSTL-1992/2/ is a director of Dreyfus BASIC Money Market Fund, Inc. DUSTM-1992/2/ and Dreyfus Strategic Governments Income, Inc. and a DUSTS-1992/2/ trustee of Dreyfus BASIC U.S. Government Money Market PGI-1992 Fund, Dreyfus California Intermediate Municipal Bond Fund, Dreyfus Connecticut Intermediate Municipal Bond Fund, Dreyfus Massachusetts Intermediate Municipal Bond Fund, Dreyfus New Jersey Intermediate Municipal Bond Fund, Dreyfus Pennsylvania Intermediate Municipal Bond Fund, Dreyfus Strategic Income and Dreyfus Strategic Investing. His address is 2928 P Street, N.W., Washington, D.C. 20007.
5
NAME, PRINCIPAL OCCUPATION AND BUSINESS BOARD MEMBER EXPERIENCE FOR PAST FIVE YEARS AGE SINCE --------------------------------------- --- ------------ REX WILDER 73 DFIMB-1991 Financial Consultant. His address is 290 Riverside Drive, DFMMM-1993 New York, New York 10025. DIGNM-1987/2/ DNJMB-1987 DNYIT-1986 DSG-1987 DGG-1987 DUSTI-1985/2/ DUSTL-1985/2/ DUSTM-1985/2/ DUSTS-1987/2/ PGI-1991
- ------- /1/ "Interested Person" as defined in the Act. /2/ Since this date, Managing General Partner of the corresponding predecessor Limited Partnership Fund, the assets and liabilities of which were transferred to the Fund in exchange for shares of the Fund on December 31, 1993. In addition to the persons named as officers above, the Funds' executive officers are:
~~PRINCIPAL OCCUPATION AND BUSINESS NAME AND POSITION WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS - ---------------------------- --- ---------------------------------~~ ~~BARBARA L. KENWORTHY 49 An employee~~ of Dreyfus, and an officer of ~~other President and~~76 investment companies ~~advised~~(comprised of 169 portfolios) managed by Dreyfus.  Mr. Maisano also is an officer and/or board member of certain other investment management subsidiaries of BNY Mellon, each of which is an affiliate of Dreyfus.  Prior to joining Dreyfus, Mr. Maisano served as Chairman and ~~administered by Investment~~Chief Executive Officer of ~~Dreyfus. DUSTI, DUSTL, DUSTM~~EACM Advisors, an affiliate of Dreyfus, from August 2004, and ~~DUSTS; Vice President and Investment~~served as Chief Executive Officer of ~~DIGNM and DSG. GARITT A. KONO 53 An employee of Dreyfus since September 1992 and an President and officer of other~~Evaluation Associates, a leading institutional investment companies advised and Investment Officer of administered by Dreyfus. Prior thereto, Mr. Kono was DIGNM. with the First Boston Corporation for 15 years, where he was Vice President of the Fixed Income area. PATRICIA A. LARKIN 33 An employeeconsulting firm, from 1988 until 2004.
JAMES WINDELS (52)
Treasurer
Director – Mutual Fund Accounting of Dreyfus, and an officer of ~~other Senior~~ 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
MICHAEL A. ROSENBERG (51)
Vice President and Secretary
Assistant General Counsel of BNY Mellon, and an officer of 77 investment companies ~~advised~~(comprised of 194 portfolios) managed by Dreyfus.
KIESHA ASTWOOD (37)
Vice President and ~~administered~~Assistant Secretary
Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
JAMES BITETTO (44)
Vice President and ~~Investment Officer Dreyfus.~~Assistant Secretary
Senior Counsel of ~~DUSTM. A. PAUL DISDIER 38 An employee~~BNY Mellon and Secretary of Dreyfus, and an officer of ~~other~~ 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
JONI LACKS CHARATAN (55)
Vice President and Assistant Secretary
Senior Counsel of BNY Mellon, and an officer of 77 investment companies ~~advised~~(comprised of 194 portfolios) managed by Dreyfus.
JOSEPH M. CHIOFFI (49)
Vice President and ~~administered~~Assistant Secretary
Senior Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by ~~Investment Officer~~Dreyfus.
KATHLEEN DENICHOLAS (36)
        Vice President and Assistant Secretary
Senior Counsel of ~~Dreyfus. DFIMB, DFMMM, DNJMB~~BNY Mellon, and ~~DNYIT. KAREN~~ an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
JANETTE E. FARRAGHER (48)
Vice President and Assistant Secretary
Assistant General Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
JOHN B. HAMMALIAN (47)
Vice President and Assistant Secretary
Managing Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
M. ~~HAND 35 An employee~~CRISTINA MEISER (40)
        Vice President and Assistant Secretary
Senior Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
ROBERT R. MULLERY (59)
Vice President and Assistant Secretary
Managing Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
JEFF PRUSNOFSKY (45)
        Vice President and Assistant Secretary
Managing Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.
RICHARD S. CASSARO (52)
        Assistant Treasurer
Senior Accounting Manager – Money Market and Municipal Bond Funds of Dreyfus, and an officer of ~~other Vice President and~~77 investment companies ~~advised~~(comprised of 194 portfolios) managed by Dreyfus.
GAVIN C. REILLY (42)
        Assistant Treasurer
Tax Manager of the Investment Accounting and administered by Investment Officer of Dreyfus. DFIMB, DFMMM, DNJMB and DNYIT. 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. DFIMB, DFMMM, DNJMB and DNYIT.
6
~~PRINCIPAL OCCUPATION AND BUSINESS NAME AND POSITION WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS - ---------------------------- --- ---------------------------------~~ 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. DFIMB, DFMMM, DNJMB and DNYIT. 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. DFIMB, DFMMM, DNJMB and DNYIT. SAMUEL J. WEINSTOCK 35 An employee of Dreyfus and an officer of other Vice President and investment companies advised and administered by Investment Officer of Dreyfus. DFIMB, DFMMM, DNJMB and DNYIT. MONICA S. WIEBOLDT 44 An employee of Dreyfus and an officer of other Vice President and investment companies advised and administered by Investment Officer of Dreyfus. DFIMB, DFMMM, DNJMB and DNYIT. DANIEL C. MACLEAN 51 Vice President and General Counsel of Dreyfus, Vice President of Secretary of DSC and an officer of other investment DFIMB, DFMMM, DIGNM and companies advised or administered by Dreyfus. DNYIT; Secretary of each other Fund. JEFFREY N. NACHMAN 43 Vice President--Mutual Fund Accounting of Dreyfus and Vice President and an officer of other investment companies advised or Treasurer of DFIMB, administered by Dreyfus. DFMMM and PGI; Vice President--Financial of each other Fund. JOHN J. PYBURN 58 Assistant Vice President of Dreyfus and an officer of Treasurer of each Fund, other investment companies advised or administered by except DFIMB, DFMMM and Dreyfus. PGI. MARK N. JACOBS 48 Secretary and Deputy General Counsel of Dreyfus and an Secretary of DFIMB, officer of other investment companies advised or DIGNM and DNYIT; Vice administered by Dreyfus. President of each other Fund. MICHAEL A. ROSENBERG 34 Assistant General Counsel since March 1994 and, from Assistant Secretary of October 1991 to March 1994, staff attorney in the legal each Fund. department of Dreyfus and since December 1993 an officer of other investment companies advised or administered by Dreyfus. From October 1990 to October 1991, Associate with Shereff, Friedman, Hoffman & Goodman. From 1986 to September 1989, Financial Analyst with the Securities and Exchange Commission, Division of Investment Management.
7
~~PRINCIPAL OCCUPATION AND BUSINESS NAME AND POSITION WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS - ---------------------------- --- ---------------------------------~~ CHRISTINE PAVALOS 61 Assistant Secretary of Dreyfus, DSC and other Assistant Secretary of investment companies advised or administered by each Fund. Dreyfus. PAUL R. CASTI, JR. 39 Senior Accounting Manager in the Fund Accounting Controller of DGG.Support Department of Dreyfus, and an officer of ~~other~~77 investment companies ~~advised or administered~~(comprised of 194 portfolios) managed by Dreyfus. ~~THOMAS J. DURANTE 33~~
ROBERT S. ROBOL (46)
        Assistant Treasurer
Senior Accounting Manager ~~in the Fund Accounting Controller of DSG, DUSTM Department~~– Fixed Income Funds of Dreyfus, and an officer of ~~other and PGI.~~77 investment companies ~~advised or administered~~(comprised of 194 portfolios) managed by Dreyfus. ~~GREGORY S. GRUBER 35~~
ROBERT SALVIOLO (43)
        Assistant Treasurer
Senior Accounting Manager ~~in the Fund Accounting Controller of DFIMB, Department~~– Equity Funds of Dreyfus, and an officer of ~~other DNJMB and DNYIT.~~77 investment companies ~~advised or administered~~(comprised of 194 portfolios) managed by Dreyfus. ~~PAUL T. MOLLOY 37~~
ROBERT SVAGNA (43)
        Assistant Treasurer
Senior Accounting Manager ~~in the Fund Accounting Controller of DFMMM. Department~~– Equity Funds of Dreyfus, and an officer of ~~other~~77 investment companies ~~advised or administered~~(comprised of 194 portfolios) managed by Dreyfus. ~~JAMES M. WINDELS 35 Senior Accounting Manager in~~
NATALIA GRIBAS (41)
Anti-Money Laundering Compliance Officer
Anti-Money Laundering Compliance Officer of the ~~Fund Accounting Controller~~Distributor, and the Anti-Money Laundering Compliance Officer of ~~DIGNM, Department~~73 investment companies (comprised of 190 portfolios) managed by Dreyfus.
JOSEPH W. CONNOLLY (53)
Chief Compliance Officer
Chief Compliance Officer of Dreyfus and ~~an officer~~The Dreyfus Family of ~~other DUSTI, DUSTL and DUSTS.~~Funds (77 investment companies, ~~advised or administered by Dreyfus.~~ comprised of 194 portfolios).

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

~~* * * *~~

~~Part III~~

Part III sets forth information ~~for each Fund~~ regarding the beneficial ownership of ~~its~~Fund shares ~~as of May 4, 1994~~ by ~~each officer~~Nominees, current Board members and ~~Nominee~~officers of the ~~Fund owning shares on such date. In~~Fund. As of February 28, 2011, each ~~case, such amount constitutes~~Fund's current Board members and officers, as a group, owned less than 1% of the Fund's outstanding shares.

~~As of February 28, 2011, the following Nominees, current Board members and officers owned shares in the Funds as indicated below:~~

~~NAME OF FUND NAME NUMBER OF SHARES ------------ ---- ----------------~~ ~~DIGNM~~
Name of Board Member, Nominee or Officer	Fund	Amount of Beneficial Ownership
James Bitetto	DGCF	606.276

Joseph S. DiMartino	DEAF	3,054.101
	DGCF	784.204

Janette Farragher	DGCF	969.557

David P. Feldman 1.515 DIGNM Eugene McCarthy 34.532 DIGNM Howard Stein 1.515 DNJMB Daniel C. Maclean 1.333 DSG David P. Feldman 1.000 DSG Eugene McCarthy 751.252 DSG Howard Stein 3,235.153 DSG Rex Wilder 110.414 DGG David P. Feldman 1.000 DGG Eugene McCarthy 14.557 DGG Howard Stein 3,672.072 DGG Rex Wilder 151.441 DUSTI David P. Feldman 1.560 DUSTI Eugene McCarthy 38.967 DUSTI Howard Stein 1.634 DUSTI Rex Wilder 49.483 DUSTL David P. Feldman 1.528 DUSTL Eugene McCarthy 33.844 DUSTL Howard Stein 1.602 DUSTM David P. Feldman 1.470 DUSTM Barbara	DNJMBF	400.000

Lynn Martin	DGCF	8,940.284

Philip L. Kenworthy 38,210.610 DUSTM Daniel C. Maclean 642.390 DUSTM Eugene McCarthy 505.670 DUSTM Jeffrey N. Nachman 114,933.840 DUSTM Howard Stein 1.520 DUSTS David P. Feldman 1.850 DUSTS Barbara L. Kenworthy 300.513 DUSTS Eugene McCarthy 34.261 DUSTS Howard Stein 1.850 Toia	DDIF	2,123.439

9 MANAGEMENT AGREEMENT DREYFUS GLOBAL INVESTING, INC. (D/B/A PREMIER GLOBAL INVESTING) 144 Glenn Curtiss Boulevard Uniondale, New York 11556-0144 , 1994

~~* * *~~

~~EXHIBIT B~~

~~AUDIT COMMITTEE CHARTER~~

~~I. Audit Committee Membership and Qualifications~~

The Dreyfus Corporation 200 Park Avenue New York, New York 10166 Dear Sirs: The above-named investment company (the "Fund") herewith confirms its agreement with you as follows: The Fund desires to employ its capital by investing and reinvesting the same in investmentsAudit Committee shall consist of the type and in accordance with the limitations specified in its charter documents and in its Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approvedat least three members appointed by the Fund's ~~Board.~~Board of Directors/Trustees (the "Board"). The ~~Fund desires to employ you to act as its investment adviser. In this connection it is understood that from time to time you will employ or associate with yourself such person or persons as you~~Board may ~~believe to be particularly fitted to assist you in~~replace members of the ~~performance~~Audit Committee for any reason.

No member 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~~Audit Committee 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 Fund's Board, you will provide investment management of the Fund's portfolio in accordance with the Fund's investment objectives and policies as stated in its Prospectus and Statement of Additional Information as from time to time in effect. In connection therewith, you will obtain and provide investment research and will supervise the Fund's investments and conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund's assets. You will furnish to the Fund such statistical information, with respect to the investments which the Fund may hold or contemplate purchasing, as the Fund may reasonably request. The Fund wishes to be informed of important developments materially affecting its portfolio and shall expect you, on your own initiative, to furnish to the Fund from time to time such information as you may believe appropriate for this purpose. In addition, you will supply office facilities (which may be in your own offices), data processing services, clerical, accounting and bookkeeping services, internal auditing and legal services, internal executive and administrative services, and stationery and office supplies; prepare reports to the Fund's stockholders, tax returns, reports to and filings with the Securities and Exchange Commission and state Blue Sky authorities; calculate the net asset value of the Fund's shares; and generally assist in all aspects of the Fund's operations. You shall have the right, at your expense, to engage other entities to assist you in performing some or all of the obligations set forth in this paragraph, provided each such entity enters into an agreement with you in form and substance reasonably satisfactory to the Fund. You agree to be liable for the acts or omissions of each such entity to the same extent as if you had acted or failed to act under the circumstances. You shall exercise your best judgment in rendering the services to be provided to the Fund hereunder and the Fund agrees as an inducement to your undertaking the same that you shall not be liable hereunder for any error of judgment or mistake of law or for any loss suffered by the Fund, provided that nothing herein shall be deemed to protect or purport to protect you against any liability to the Fund or to its security holders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties hereunder, or by reason of your reckless disregard of your obligations and duties hereunder. In consideration of services rendered pursuant to this Agreement, the Fund will pay you on the first business day of each month a fee at the annual rate of .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 10 month shall be pro-rated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to you, the value of the Fund's net assets shall be computed in the manner specified in the Fund's charter documents for the computation of the value of the Fund's net assets. You will bear all expenses in connection with the performance of your services under this Agreement. All other expenses to be incurred in the operation"interested person" of the Fund, will be borne by the Fund, except to the extent specifically assumed by you. The expenses to be borne by the Fund include, without limitation, the following: organizational costs, taxes, interest, loan commitment fees, interest and distributions paid on securities sold short, brokerage fees and commissions, if any, fees of Board members who are not your officers, directors or employees or holders of 5% or more of your outstanding voting securities, Securities and Exchange Commission fees and state Blue Sky qualification fees, advisory fees, charges of custodians, transfer and dividend disbursing agents' fees, certain insurance premiums, industry association fees, outside auditing and legal expenses, costs of independent pricing services, costs of maintaining the Fund's existence, costs attributable to investor services (including, without limitation, telephone and personnel expenses), costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing stockholders, costs of stockholders' reports and meetings, and any extraordinary expenses./1/ If in any fiscal year the aggregate expenses of the Fund (including fees pursuant to this Agreement, but excluding interest, taxes, brokerage and, with the prior written consent of the necessary state securities commissions, extraordinary expenses) exceed 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 now act, and that from time to time hereafter you may act, as investment adviser to one or more other investment companies and fiduciary or other managed accounts, and the Fund has no objection to your so acting, provided that when the purchase or sale of securities of the same issuerterm is suitable for the investment objectives of two or more companies or accounts managed by you which have available funds for investment, the available securities will be allocated in a manner believed by you to be equitable to each company or account. It is recognized that in some cases this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for or disposed of by the Fund. In addition, it is understood that the persons employed by you to assist in the performance of your duties hereunder will not devote their full time to such service and nothing contained herein shall be deemed to limit or restrict your right or the right of any of your affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. You shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence on your part in the performance of your duties or from reckless disregard by you of your obligations and duties under this Agreement. Any person, even though also your officer, director, partner, employee or agent, who may be or become an officer, Board member, employee or agent of the Fund, shall be deemed, when rendering services to the Fund or acting on any business of the Fund, to be rendering such services to or acting solely for the Fund and not as your officer, director, partner, employee or agent or one under your control or direction even though paid by you. This Agreement shall continue until December 20, 1994, and thereafter shall continue automatically for successive annual periods ending on December 20th 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 Section 2(a)(19) of the Investment Company Act of ~~1940)~~1940, as amended, nor shall any member receive any compensation from the Fund except compensation for service as a member of the Board or a committee of the Board. Each member must otherwise be "independent" under the rules of the New York Stock Exchange (the "NYSE"), the NYSE American Stock Exchange (the "NYSE AMEX") and the rules adopted under Section 301 of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), as applicable.

Each member of the Audit Committee must be able to read and understand financial statements (including the Fund's balance sheet, income statement and cash flow statement) and otherwise be financially literate, as determined by the Board in its business judgment, or must become financially literate within a reasonable time after appointment to the Audit Committee. At least one member of the Audit Committee must have accounting or related financial management expertise, as determined by the Board in its business judgment.1 The Board also must annually determine whether any member of the Audit Committee is an "audit committee financial expert" ("ACFE"), within the meaning of the rules adopted and implemented under Section 407 of Sarbanes-Oxley. If the Board has determined that a member of the Audit Committee is an ACFE, it may presume that such member has accounting or related financial management expertise.2

~~II. Purposes of the Audit Committee~~

~~The purposes of the Audit Committee are to:~~

(a) oversee the accounting and financial reporting processes of the Fund and the audits of the Fund's financial statements;

(b) assist Board oversight of (i) the integrity of the Fund's financial statements, (ii) the Fund's compliance with legal and regulatory requirements, and (iii) the independent auditors' qualifications, independence and performance; and

(c) for NYSE- and NYSE AMEX-listed Funds, prepare an Audit Committee report as required by the Securities and Exchange Commission (the "SEC") to be included in the Fund's annual proxy statement.

___________________________
1 In addition, for NYSE AMEX-listed Funds, one member must be financially sophisticated, in that he or she has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background that results in the individual's financial sophistication, such as being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. No member of the Audit Committee of a NYSE AMEX-listed Fund may be a NYSE AMEX employee or a NYSE AMEX member who is active on its trading floor.

2	For NYSE AMEX-listed Funds, the Board also may presume that an ACFE is "financially sophisticated."

~~III. Role and Responsibilities of the Audit Committee~~

The function of the Audit Committee is oversight; it is Fund management's responsibility to maintain appropriate systems for accounting and internal control over financial reporting and the independent auditors' responsibility to plan and carry out a proper audit. Specifically, the Fund's management is responsible for (a) preparation, presentation and integrity of the Fund's ~~outstanding voting securities, provided~~financial statements, (b) maintenance of appropriate accounting and financial reporting principles and policies and (c) maintenance of internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for planning and carrying out an audit consistent with applicable legal and professional standards and the terms of their engagement letter.

Although the Audit Committee is expected to take a detached and questioning approach to the matters that ~~in either event its continuance also is approved by a majority~~come before it, the review of the Fund's financial statements by the Committee is not an audit, nor does the Committee's review substitute for the responsibilities of the Fund's management for preparing, or the independent auditors for auditing, the financial statements. In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not employees of the Fund and are not, and do not represent themselves to be, accountants or auditors by profession. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct "field work" or other types of auditing or accounting reviews or procedures.

Each member of the Audit Committee shall be entitled to rely on the (i) integrity of those persons and organizations within and outside the Fund from which he or she receives information and (ii) accuracy of the financial and other information provided to the Committee by such persons and organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board). In addition, the evaluation of the Fund's financial statements by the Audit Committee is not of the same scope as, and does not involve the extent of detail as, audits performed by the independent auditors, nor does the Audit Committee's evaluation substitute for the responsibilities of the Fund's management for preparing, or the independent auditors for auditing the financial statements.

~~IV. Duties and Responsibilities of the Audit Committee~~

~~To carry out its purposes, the Audit Committee shall have the following duties and responsibilities:~~

(a) to have direct responsibility for the appointment, compensation, retention and oversight of the Fund's independent auditors and, in connection therewith, to review and evaluate matters potentially affecting the independence and capabilities of the auditors;

(b) to review and pre-approve (including associated fees) all audit and other services to be provided by the independent auditors to the Fund and all non-audit services to be provided by the independent auditors to the Fund's investment adviser or any entity controlling, controlled by or under common control with the investment adviser (an "Adviser Affiliate") that provides ongoing services to the Fund, if the engagement relates directly to the operations and financial reporting of the Fund;

~~(c) to establish, to the extent permitted by law and deemed appropriate by the Audit Committee, detailed pre-approval policies and procedures for services described in (b) above;~~

(d) to consider whether the independent auditors' provision of any non-audit services to the Fund, the Fund's investment adviser or an Adviser Affiliate not pre-approved by the Audit Committee are compatible with maintaining the independence of the independent auditors;

(e) to meet with the Fund's independent auditors, including separate meetings as necessary, to: (i) review the arrangements for and scope of the annual audit and any special audits; (ii) review with the independent auditors any problems or difficulties the auditors encountered in the course of the audit work, including any restrictions on their activities or access to requested information and any significant disagreements with Fund management; (iii) review all critical accounting policies and practices applied by the Fund in preparing its financial statements; (iv) discuss any accounting adjustments noted or proposed by the independent auditors that were "passed" as immaterial or otherwise; (v) any communications between the audit team and the independent auditing firm's national office respecting auditing or accounting issues presented by the engagement; (vi) review any material written communications between the independent auditors and the Fund, including any "management" or "internal control" letter issued, or proposed to be issued, by the independent auditors to the Fund, report or recommendation on internal controls, schedule of unadjusted differences, engagement letter and independence letter; and (vii) review the form of independent auditors' report to the Board and Fund shareholders (for NYSE- and NYSE AMEX-listed Funds, the form of the auditors' report must be reviewed in advance of filing with the SEC);

(f) to review (i) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Fund's selection or application of accounting principles, and major issues as to the adequacy of the Fund's internal controls and any special audit steps adopted in light of material control deficiencies; (ii) analyses prepared by Fund management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements; and (iii) the effect of regulatory and accounting initiatives on the financial statements of the Fund;

(g) to discuss: (i) the annual audited financial statements with management and the independent auditors, including management's discussion of Fund performance (NYSE- and NYSE AMEX-listed Funds); (ii) for NYSE-listed Funds, semi-annual financial statements and any quarterly financial statements; and (iii) for NYSE-listed Funds, the type and presentation of information to be included in any earnings press releases (paying particular attention to any use of "pro forma" or "adjusted" non-GAAP information), including any financial information and earnings guidance provided to analysts and rating agencies (which discussions may be general in nature, such as the types of information to be disclosed and the type of presentation to be made), provided that each earnings release or guidance need not be discussed in advance;

(h) to at least annually, ensure receipt of a formal written statement from the independent auditors delineating all relationships between the independent auditors and the Fund, consistent with Independent Standards Board Standard 1, in order to evaluate the independent auditors' qualifications, performance and independence, including the review and evaluation of the lead partner of the independent auditors, so that the Audit Committee can actively engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditors, taking into account the opinions of Fund management and to further consider whether, in order to assure continuing auditor independence, there should be regular rotation of the audit firm itself, and to present conclusions of the review to the Board;

(i) to at least annually, obtain and review a report by the independent auditors describing: (i) the independent auditing firm's internal quality-control procedures; and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues;

(j) to set clear policies relating to the hiring by entities within the Fund's investment company complex3 of employees or former employees of the independent auditors, in compliance with the requirements of Sarbanes-Oxley;

(k) to establish procedures for the receipt, retention, and treatment of complaints received by the Fund relating to accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of the Fund or the Fund's investment adviser, administrator, principal underwriter or any other provider of accounting related services for the Fund, of concerns regarding questionable accounting or auditing matters pertaining to the Fund;

~~(l) to periodically meet separately with the Fund's management and with the independent auditors;~~

~~(m) to discuss with management, in a general manner, but not as a committee to assume responsibility for, the Fund's processes with respect to risk assessment and risk management;~~

(n) to report its activities regularly to the Board, including any issues that arise with respect to (i) the quality or integrity of the Fund's financial statements, (ii) the Fund's compliance with legal or regulatory requirements, or (iii) the performance and independence of the independent auditors (including the Audit Committee's conclusions with respect to IV (h) above), and to make such recommendations with respect to the above and other matters as the Audit Committee may deem necessary or appropriate;

(o) to prepare and review with the Board an annual performance evaluation of the Audit Committee, conducted in such manner as the Committee deems appropriate, which evaluation must compare the performance of the Audit Committee with the requirements of this Charter; and

~~(p) to perform such other functions and to have such powers as may be necessary or appropriate in the efficient and lawful discharge of the powers provided in this Charter.~~

~~____________________________~~

"Investment company complex" includes: (1) The Dreyfus Corporation ("Dreyfus"), (2) any entity controlling, controlled by or under common control with Dreyfus, if the entity is an investment adviser or sponsor or is engaged in the business of providing administrative, custodian, underwriting or transfer agent services to any investment company, investment adviser or sponsor, and (3) any investment company, hedge fund or unregistered fund that has an investment adviser included in (1) or (2).

~~V. Operations of the Audit Committee~~

The Audit Committee shall meet regularly, as frequently as circumstances dictate or as required by the NYSE or the NYSE AMEX (but no less frequently than annually), and is empowered to hold special meetings as circumstances require. The Audit Committee may request that non-members attend a meeting of the Audit Committee or meet with any members of, or consultants to, the Audit Committee. Members of the Audit Committee may participate in a meeting of the Audit Committee by means of conference call, or similar communications equipment by means of which all persons participating in the meeting can hear each other, and may act by written consent to the extent permitted by law and the Fund's by-laws.

The Audit Committee shall have the authority to engage independent counsel and other advisers, as it determines necessary to carry out its duties. The Fund shall provide appropriate funding, as determined by the Audit Committee, for payment of compensation to (a) the independent auditors for preparing or issuing an audit report or performing other audit, review or attest services for the Fund or (b) any advisers employed by the Audit Committee. The Fund shall also provide appropriate funding for ordinary administrative expenses of the Audit Committee that are necessary and appropriate in carrying out its duties.

The Audit Committee shall review and reassess the adequacy of this Charter at least annually and recommend any changes to the Board. The Board also shall review and approve this Charter at least annually.

The Audit Committee, in its discretion, may delegate all or a portion of its duties and responsibilities to a subcommittee of the Audit Committee, including the authority to pre-approve any audit or non-audit services to be performed for the Fund, the Fund's investment adviser or any Adviser Affiliate by the independent auditors, provided any such approvals are presented to the Audit Committee at its next scheduled meeting.

~~Each Fund shall comply with the NYSE or NYSE AMEX certification requirements, if applicable.~~

~~Amended and Restated: June 2010~~

EXHIBIT C
NOMINATING COMMITTEE CHARTER AND PROCEDURES
ORGANIZATION
The Nominating Committee (the "Committee") of each fund in the Dreyfus Family of Funds (each, the "Fund") shall be composed solely of Directors/Trustees ("Directors") who are not "interested persons" (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' - ------- /1/ See Note 1 below. 11 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 recognizes that from time to time your directors, officers and employees may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name "Dreyfus" as part of their name, and that your corporation or its affiliates may enter into investment advisory or other agreements with such other entities. If you cease to act as the Fund's investment adviser, the Fund agrees that, at your request, the Fund will take all necessary action to change the name of the Fund ~~to a name not including "Dreyfus"~~as defined in ~~any form or combination~~Section 2(a)(19) of words. If the foregoing is in accordance with your understanding, will you kindly so indicate by signing and returning to us the enclosed copy hereof. Very truly yours, DREYFUS GLOBAL INVESTING, 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 DREYFUS GLOBAL INVESTING, INC. (D/B/A PREMIER GLOBAL INVESTING) DISTRIBUTION PLAN INTRODUCTION: It has been proposed that the above-captioned investment company (the "Fund") adopt a Distribution Plan (the "Plan") relating to its Class B shares in accordance with Rule 12b-1, promulgated under the Investment Company Act of 1940, as amended (the ~~"Act"~~"1940 Act") ("Independent Directors").  ~~Under the Plan,~~The Board of Directors of the Fund ~~would pay~~(the "Board") shall select 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 aspectsmembers of the ~~proposed financing be adopted~~Committee and shall designate the Chairperson of the Committee.
RESPONSIBILITIES
The Committee shall select and nominate persons for election or appointment by the Board as Directors of the Fund.
EVALUATION OF POTENTIAL NOMINEES
The ~~Fund's~~ Board believes that Directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in ~~considering whether the Fund should implement a written plan, has requested and evaluated such information as it deemed necessary~~order 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,exercise effective business judgment in the ~~exercise~~performance of their ~~reasonable business judgment and~~duties.  In evaluating potential Director nominees (including any nominees recommended by shareholders as provided below) in light of ~~their respective fiduciary duties, that there~~this standard, and to address certain legal and other requirements and considerations associated with composition of the Board, the Committee shall consider, among other factors it may deem relevant:
· the character and integrity of the person;
· whether or not the person is qualified under applicable laws and regulations to serve as a Director of the Fund;
· whether or not the person has any relationships that might impair his or her service on the Board;
· whether nomination of the person would be consistent with Fund policy and applicable laws and regulations regarding the number and percentage of Independent Directors on the Board;
· whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related fund complexes;
· whether or not the person is willing to serve and is willing and able to commit the time necessary for the performance of the duties and responsibilities of a Director of the Fund; and
· the educational background; business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the Board) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences.
In addition, the Committee may consider whether a potential nominee's professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board's membership and collective attributes.  Such considerations will vary based on the Board's existing membership and other factors, such as the strength of a potential nominee's overall qualifications relative to diversity considerations.
While the Committee is ~~a reasonable likelihood that~~solely responsible for the ~~plan set forth below~~selection and nomination of Directors, the Committee may consider nominees recommended by Fund shareholders.  The Committee will ~~benefit~~consider recommendations for nominees from shareholders sent to the Secretary of 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 andc/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 8th Floor East, New York, New York 10166.  A nomination submission must include all information relating to the recommended nominee that is required to be disclosed in solicitations or ~~(ii) approval~~proxy statements for the election of Directors, as well as information sufficient to evaluate the factors listed above.  Nomination submissions must be accompanied by ~~(a) holders of~~ a ~~majority~~written consent of the ~~Fund's outstandingClass B shares, and (b) a majority of~~individual to stand for election if nominated by the Board ~~members, including~~and to serve if elected by the shareholders, and such additional information must be provided regarding the recommended nominee as reasonably requested by the Committee.
NOMINATION OF DIRECTORS
After a ~~majority of~~determination by the ~~Board members who are not"interested persons" (as defined in the Act)~~Committee that a person should be selected and nominated as a Director of the Fund, the Committee shall present its recommendation to the full Board for its consideration.
REVIEW OF CHARTER AND PROCEDURES
The Committee shall review the charter and ~~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~~procedures from time to a vote cast in person at a meetingcalled 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 31, 1994 13 [X] PLEASE MARK VOTES AS IN THIS EXAMPLE PREMIER GLOBAL INVESTING YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 AND 13. 1. To approve a new investment advisory agreement For Against Abstain between the Fund and The Dreyfus Corporation. [_] [_] [_] 2. Election of Directors. With- For All For hold Except [_] [_] [_] FIONA K. BIGGS, GORDON J. DAVIS, ISABEL P. DUNST, DAVID P. FELDMAN, LYNN MARTIN, EUGENE MCCARTHY, DANIEL ROSE, HOWARD STEIN, SANDER VANOCUR AND REX WILDER If you wish to withhold authority for any particular nominee, mark the "For All Except" box and strike a line through the nominee's name. ACCOUNT NUMBER 3. To ratify the selection of the Fund's independent For Against Abstain auditors. [_] [_] [_] 13. To approve changes in the Fund's fundamental policies [_] [_] [_] and investment restrictions. 14. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournment(s) thereof. Please be sure to sign and date this Proxy. Date - -------------------------------------------------------------------------------- - --------- Shareholder sign here ---------- Co-owner (if any) sign here --------- DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. PREMIER GLOBAL INVESTING - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- DR092 ~~PREMIER GLOBAL INVESTING MEETING OF STOCKHOLDERS - AUGUST 3, 1994~~ considers appropriate.

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

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

The undersigned ~~stockholder~~shareholder(s) of ~~Premier Global Investing~~[NAME OF FUND] (the "Fund") hereby ~~appoints Christine Pavalos~~appoint(s) Kathleen DeNicholas and ~~Steven F. Newman~~Michael A. Rosenberg, 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 Global Investing,~~the Fund standing in the name of the undersigned at the close of business on ~~June 6, 1994~~March 17, 2011, at a Special Joint Meeting of ~~Stockholders~~Shareholders to be held at ~~the New York Marriott Marquis, 1535 Broadway (between 45th and 46th Streets), Westside South Center, 5th~~The Dreyfus Corporation, 200 Park Avenue, 8th Floor, New York, New York ~~commencing~~10166, at 9:10:30 a.m., on ~~Wednesday, August 3, 1994,~~May 31, 2011 and at any and all adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the ~~proposals,~~proposal, as more fully described in the ~~Proxy Statement~~proxy statement for the meeting.
Please mark boxes in blue or black ink.
1.      Election of Board Members:
For all Nominees /_/ Withhold Authority /_/ Withhold Authority /_/
only for those Nominee(s) for all Nominees
whose name(s) I have written
Below

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

2.      In their discretion, to vote on such other matters as may properly come before the meeting and any adjournment(s) thereof.
__________________________
* Dreyfus Premier Investment Funds, Inc. is a "series" investment company comprised of separate portfolios.  For a list of the Fund's series, see Schedule 1 to this proxy statement.  Shareholders of each series of the Fund will vote as a single class on the proposal to elect Board members for the Fund.
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY  11735
THREE EASY WAYS TO VOTE YOUR PROXY

To vote by Internet

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

To vote by Telephone

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

To vote by Mail

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

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

THIS PROXY IS SOLICITED BY THE FUND'S BOARD ~~OF DIRECTORS~~ AND WILL BE VOTED FOR ~~ALL PROPOSALS~~
THE ABOVE PROPOSAL UNLESS OTHERWISE INDICATED. - -------------------------------------------------------------------------------- SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. - --------------------------------------------------------------------------------
Signature(s) should be exactly as name or names appearing on this proxy.  If shares are held jointly, each ~~holder should sign.~~shareholder is requested to sign, but only one signature is required.  If signing is by attorney, executor, administrator, trustee or guardian, please give full title.  - -------------------------------------------------------------------------------- DR092 - -------------------------------------------------------------------------------- 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 GLOBAL INVESTING YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3, 4 AND 13. 1. To approve a new investment advisory agreement For Against Abstain between the Fund and The Dreyfus Corporation. [_] [_] [_] 2. Election of Directors. With- For All For hold Except [_] [_] [_] FIONA K. BIGGS, GORDON J. DAVIS, ISABEL P. DUNST, DAVID P. FELDMAN, LYNN MARTIN, EUGENE MCCARTHY, DANIEL ROSE, HOWARD STEIN, SANDER VANOCUR AND REX WILDER If you wish to withhold authority for any particular nominee, mark the "For All Except" box and strike a line through the nominee's name. ACCOUNT NUMBER 3. To ratify the selectionreceipt of the Fund's independent For Against Abstain auditors. [_] [_] [_] 4. To approve a new Rule 12b-1 plan. [_] [_] [_] 13. To approve changes in the Fund's fundamental policies [_] [_] [_] and investment restrictions. 14. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournment(s) thereof. Please be sure to sign and date this Proxy. Date - -------------------------------------------------------------------------------- - --------- Shareholder sign here ---------- Co-owner (if any) sign here --------- DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. PREMIER GLOBAL INVESTING - -------------------------------------------------------------------------------- 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 expenseaccompanying Notice 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. - -------------------------------------------------------------------------------- DR633 PREMIER GLOBAL INVESTING MEETING OF STOCKHOLDERS - AUGUST 3, 1994 The undersigned stockholder of Premier Global Investing 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 Global Investing, standing in the name of the undersigned at the close of business on June 6, 1994 at aSpecial Joint Meeting of ~~Stockholders to be held at the New York Marriott Marquis, 1535 Broadway (between 45th~~Shareholders and 46th Streets), Westside South Center, 5th Floor, New York, New York, commencing at 9:30 a.m. on Wednesday, August 3, 1994, and at any and all adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposals, as more fully described in the Proxy Statement for the meeting. THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS AND WILL BE VOTED FOR ALL PROPOSALS UNLESS OTHERWISE INDICATED. - -------------------------------------------------------------------------------- SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. - -------------------------------------------------------------------------------- Signature(s) should be exactly as name or names appearing on this proxy. If shares are held jointly, each holder should sign. If signingproxy statement is by attorney, executor, administrator, trustee or guardian, please give full title. - -------------------------------------------------------------------------------- DR633 - -------------------------------------------------------------------------------- If you own shares in more than one Dreyfus Fund, you will receive a separate set of proxy materials and a separate proxy card for each Fund. THESE ARE NOT DUPLICATES; YOU SHOULD SIGN AND RETURN EACH PROXY CARD IN ORDER FOR YOUR VOTES TO BE COUNTED. - --------------------------------------------------------------------------------

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

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

[X]	No fee required.
[ ]	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

[ ]	Fee previously paid with preliminary materials.
[ ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

	(1)	Title of each class of securities to which transaction applies: __________
	(2)	Aggregate number of securities to which transaction applies:__________
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ______________________________________
	(4)	Proposed maximum aggregate value of transaction:__________________
	(5)	Total fee paid: _______________________________________________

	(1)	Amount previously paid:____________________________
	(2)	Form, schedule or registration statement no.:____________
	(3)	Filing party:______________________________________
	(4)	Date filed: _______________________________________

Name of Fund	Number of Board Meetings	Number of Audit Committee Meetings	Number of Nominating Committee Meetings	Number of Compensation Committee Meetings	Number of Pricing Committee Meetings
DBUSMSF	5	2	1	1	1
DNJMBF	5	2	1	1	None
DPIF	5	2	1	1	None
DUSTITF	5	2	1	1	1
DUSTLTF	5	2	1	1	1
DUSTMMF	6	2	1	1	None

Name of Fund	Fiscal Year Ended	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees	Aggregate Non-Audit Fees Paid by Service Affiliates*
DBUSMSF	2009	$40,961	$5,276	$3,638	$24	$24,975,296
	2010	$40,961	$5,382	$3,692	$28	$39,552,052

DNJMBF	2009	$38,832	$5,276	$3,638	$164	$24,975,296
	2010	$38,832	$5,382	$4,681	$207	$39,552,052

DPIF	2009	$269,964	$36,932	$24,697	$254	$24,975,296
	2010	$269,964	$60,820	$25,611	$667	$39,552,052

DUSTITF	2009	$26,682	$5,276	$3,638	$73	$24,975,296
	2010	$26,682	$5,382	$3,692	$43	$39,552,052

DUSTLTF	2009	$26,682	$5,276	$3,638	$34	$24,975,296
	2010	$26,682	$5,382	$4,203	$22	$39,552,052

DUSTMMF	2009	$36,326	$5,276	$3,638	$684	$24,975,296
	2010	$36,326	$5,382	$3,181	$367	$39,552,052


JAMES WINDELS (52) Treasurer	Director – Mutual Fund Accounting of Dreyfus, and an officer of ~~other Senior~~ 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.

MICHAEL A. ROSENBERG (51) Vice President and Secretary	Assistant General Counsel of BNY Mellon, and an officer of 77 investment companies ~~advised~~(comprised of 194 portfolios) managed by Dreyfus.

KIESHA ASTWOOD (37) Vice President and ~~administered~~Assistant Secretary	Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.

JAMES BITETTO (44) Vice President and ~~Investment Officer Dreyfus.~~Assistant Secretary	Senior Counsel of ~~DUSTM. A. PAUL DISDIER 38 An employee~~BNY Mellon and Secretary of Dreyfus, and an officer of ~~other~~ 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.

JONI LACKS CHARATAN (55) Vice President and Assistant Secretary	Senior Counsel of BNY Mellon, and an officer of 77 investment companies ~~advised~~(comprised of 194 portfolios) managed by Dreyfus.

JOSEPH M. CHIOFFI (49) Vice President and ~~administered~~Assistant Secretary	Senior Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by ~~Investment Officer~~Dreyfus.

KATHLEEN DENICHOLAS (36) Vice President and Assistant Secretary	Senior Counsel of ~~Dreyfus. DFIMB, DFMMM, DNJMB~~BNY Mellon, and ~~DNYIT. KAREN~~ an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.

JANETTE E. FARRAGHER (48) Vice President and Assistant Secretary	Assistant General Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.

JOHN B. HAMMALIAN (47) Vice President and Assistant Secretary	Managing Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.

M. ~~HAND 35 An employee~~CRISTINA MEISER (40) Vice President and Assistant Secretary	Senior Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.

ROBERT R. MULLERY (59) Vice President and Assistant Secretary	Managing Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.

JEFF PRUSNOFSKY (45) Vice President and Assistant Secretary	Managing Counsel of BNY Mellon, and an officer of 77 investment companies (comprised of 194 portfolios) managed by Dreyfus.

RICHARD S. CASSARO (52) Assistant Treasurer	Senior Accounting Manager – Money Market and Municipal Bond Funds of Dreyfus, and an officer of ~~other Vice President and~~77 investment companies ~~advised~~(comprised of 194 portfolios) managed by Dreyfus.

GAVIN C. REILLY (42) Assistant Treasurer	Tax Manager of the Investment Accounting and administered by Investment Officer of Dreyfus. DFIMB, DFMMM, DNJMB and DNYIT. 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. DFIMB, DFMMM, DNJMB and DNYIT.


ROBERT S. ROBOL (46) Assistant Treasurer	Senior Accounting Manager ~~in the Fund Accounting Controller of DSG, DUSTM Department~~– Fixed Income Funds of Dreyfus, and an officer of ~~other and PGI.~~77 investment companies ~~advised or administered~~(comprised of 194 portfolios) managed by Dreyfus. ~~GREGORY S. GRUBER 35~~

ROBERT SALVIOLO (43) Assistant Treasurer	Senior Accounting Manager ~~in the Fund Accounting Controller of DFIMB, Department~~– Equity Funds of Dreyfus, and an officer of ~~other DNJMB and DNYIT.~~77 investment companies ~~advised or administered~~(comprised of 194 portfolios) managed by Dreyfus. ~~PAUL T. MOLLOY 37~~

ROBERT SVAGNA (43) Assistant Treasurer	Senior Accounting Manager ~~in the Fund Accounting Controller of DFMMM. Department~~– Equity Funds of Dreyfus, and an officer of ~~other~~77 investment companies ~~advised or administered~~(comprised of 194 portfolios) managed by Dreyfus. ~~JAMES M. WINDELS 35 Senior Accounting Manager in~~

NATALIA GRIBAS (41) Anti-Money Laundering Compliance Officer	Anti-Money Laundering Compliance Officer of the ~~Fund Accounting Controller~~Distributor, and the Anti-Money Laundering Compliance Officer of ~~DIGNM, Department~~73 investment companies (comprised of 190 portfolios) managed by Dreyfus.

JOSEPH W. CONNOLLY (53) Chief Compliance Officer	Chief Compliance Officer of Dreyfus and ~~an officer~~The Dreyfus Family of ~~other DUSTI, DUSTL and DUSTS.~~Funds (77 investment companies, ~~advised or administered by Dreyfus.~~ comprised of 194 portfolios).

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

	Dated: __________, 2011

	_________________________
	Signature(s)

	_________________________
	Signature(s)