| File No. 33-08214 |
| 811-04813 |
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| FORM N-1A | |
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | [X] |
| Pre-Effective Amendment No. | [ ] |
| Post-Effective Amendment No. 84 | [X] |
| and/or | |
| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | [X] |
| Amendment No. 55 | [X] |
Dreyfus Funds, Inc.
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Michael A. Rosenberg, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
COPY TO:
Clifford Alexander, Esq.
K&L Gates LLP
1601 K Street NW
Washington, DC 20006-1600
David Stephens, Esq.
Stroock & Stroock & Lavan LLP
180 Maine Lane
New York, NY 10038-4982
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).
Explanatory Note
This Post-Effective Amendment consists of opinion and consent from Registrant’s counsel.
This Post-Effective Amendment is being filed solely to file an Opinion letter and Consent from the Registrant’s counsel, K& L Gates LLP.
PART C: OTHER INFORMATION
Item 23. Exhibits
| (a) | (1) | Articles of Incorporation of Founders Funds, Inc., |
| dated June 19, 1987.1 | ||
| (2) | Articles Supplementary to the Articles of Incorporation, | |
| filed November 25, 1987.1 | ||
| (3) | Articles Supplementary to the Articles of Incorporation, | |
| filed February 25, 1988.1 | ||
| (4) | Articles Supplementary to the Articles of Incorporation, | |
| filed December 12, 1989.1 | ||
| (5) | Articles Supplementary to the Articles of Incorporation, | |
| filed May 3, 1990.1 | ||
| (6) | Articles Supplementary to the Articles of Incorporation, | |
| filed September 22, 1993.1 | ||
| (7) | Articles Supplementary to the Articles of Incorporation, | |
| filed December 27, 1995.1 | ||
| (8) | Articles Supplementary to the Articles of Incorporation, | |
| filed May 20,1996.2 | ||
| (9) | Articles Supplementary to the Articles of Incorporation, | |
| filed October 21, 1996.2 | ||
| (10) | Articles Supplementary to the Articles of Incorporation, | |
| filed April 9, 1997.3 | ||
| (11) | Articles of Amendment to the Articles of Incorporation, | |
| filed April 27, 1999.5 | ||
| (12) | Articles Supplementary to the Articles of Incorporation, | |
| filed October 25, 1999.6 | ||
| (13) | Articles Supplementary to the Articles of Incorporation, | |
| filed December 29, 1999.6 | ||
| (14) | Articles of Amendment to the Articles of Incorporation, | |
| filed December 29, 1999.6 | ||
| (15) | Articles of Amendment to the Articles of Incorporation, | |
| effective December 22, 2004.11 | ||
| (16) | Articles Supplementary to the Articles of Incorporation, filed | |
| November 30, 2006.13 | ||
| (17) | Articles of Amendment to the Articles of Incorporation, effective | |
| June 1, 2007.14 | ||
| (18) | Articles Supplementary to the Articles of Incorporation, effective | |
| June 1, 2007.14 | ||
| (19) | Articles Supplementary to the Articles of Incorporation, effective | |
| August 26, 2008.15 | ||
| (20) | Articles of Amendment to the Articles of Incorporation, effective | |
| December 1, 2008.15 | ||
| (b) | By-Laws of Dreyfus Funds, Inc. (formerly known as Dreyfus | |
| Founders Funds, Inc.), as amended May 13, 2009.16 | ||
| (c) | Provisions defining the rights of holders of securities are contained in | |
| Article Fifth of the Registrant's Articles of Incorporation, as amended, | ||
| the Articles Supplementary to the Articles of Incorporation filed | ||
| October 25, 1999, and Articles II, IV, VII and IX of the Registrant's | ||
| Bylaws. | ||
| (d) | Investment Advisory Agreement between Dreyfus Funds, Inc. and | |
| The Dreyfus Corporation, dated September 1, 2009.16 | ||
| (e) | (1) | Form of Underwriting Agreement between Dreyfus Funds, Inc. and |
| MBSC Securities Corporation (formerly known as Dreyfus Services | ||
| Corporation), dated March 22, 2000, amended October 2009.16 | ||
| (2) | Form of Distribution and Shareholder Support Agreement for | |
| Dreyfus Funds, Inc. - Class F Shares.14 | ||
| (3) | Form of Broker-Dealer Agreement for Dreyfus Funds, Inc.15 | |
| (4) | Form of Bank Affiliated Broker-Dealer Agreement for Dreyfus | |
| Funds, Inc.8 | ||
| (5) | Form of Bank Agreement for Dreyfus Funds, Inc.15 | |
| (6) | Form of Supplement to Service Agreements dated October 1, 2006.13 | ||
| Form of Supplement to Service Agreements dated April 16, 2007.13 | |||
| (7) | |||
| Form of Supplemental Agreement to Broker-Dealer Agreements and | |||
| Bank Agreements for Dreyfus Funds, Inc.14 | |||
| (8) | |||
| (f) | Not applicable. | ||
| (g) | (1) | Mutual Fund Custody and Services Agreement between Dreyfus | |
| Funds, Inc. and The Bank of New York Mellon (by operation of law | |||
| the legal successor under the agreements with the Funds to Mellon | |||
| Bank, N.A.), dated September 1, 2002.9 | |||
| Amendment to Mutual Fund Custody and Services Agreement | |||
| (2) | between Dreyfus Funds, Inc. and The Bank of New York Mellon, | ||
| dated September 1, 2006.13 | |||
| Amendment to Mutual Fund Custody and Services Agreement | |||
| (3) | between Dreyfus Funds, Inc. and The Bank of New York Mellon, | ||
| dated September 1, 2008.15 | |||
| (h) | (1) | Amended and Restated Shareholder Services Agreement between | |
| Dreyfus Funds, Inc. and MBSC Securities Corporation, dated | |||
| September 1, 2009.16 | |||
| (2) | Amended and Restated Fund Accounting and Administrative | ||
| Services Agreement between Dreyfus Funds, Inc. and The Dreyfus | |||
| Corporation, dated August 20, 2008.15 | |||
| (3) | Shareholder Services Plan, dated December 31, 1999.5 | ||
| (i) | (1) | Opinion and consent of Moye, Giles, O’Keefe, | |
| Vermeire & Gorrell.5 | |||
| (i) | (2) | Opinion and consent of Registrant’s counsel18 | |
| (j) | Consent of Independent Registered Public Accounting Firm.17 | ||
(k) Not applicable.
(l) Investment letters from MBC Investment Corporation, dated December 30, 1999.7
(m) (1) Amended and Restated Dreyfus Funds, Inc. Rule 12b-1 Distribution Plan (For Class F shares only), dated December 31, 1999 and amended August 19, 2009.16
(2) Dreyfus Funds, Inc. Distribution Plan for Classes B and C, dated December 31, 1999 and amended August 19, 2009.16
(n) Dreyfus Funds, Inc. Rule 18f-3 Plan, as amended February 4, 2009.15
(p) (1) Code of Ethics for the Independent Directors of Dreyfus Funds, Inc., effective March 31, 2010.16
(2) The Bank of New York Mellon Personal Securities Trading Policy.16
(q) Power of Attorney of Bradley J. Sakpyak, James Windels and Trustees, dated October 28, 2009.16
1Filed previously on EDGAR with Post-Effective Amendment No. 60 to the Registration Statement on April 29, 1996 and incorporated herein by reference.
2Filed previously on EDGAR with Post-Effective Amendment No. 62 to the Registration Statement on February 24, 1997 and incorporated herein by reference.
3Filed previously on EDGAR with Post-Effective Amendment No. 63 to the Registration Statement on February 27, 1998 and incorporated herein by reference.
5Filed previously on EDGAR with Post-Effective Amendment No. 65 to the Registration Statement on October 7, 1999 and incorporated herein by reference.
6Filed previously on EDGAR with Post-Effective Amendment No. 66 to the Registration Statement on December 29, 1999 and incorporated herein by reference.
7Filed previously on EDGAR with Post-Effective Amendment No. 67 to the Registration Statement on February 29, 2000 and incorporated herein by reference.
8Filed previously on EDGAR with Post-Effective Amendment No. 68 to the Registration Statement on February 28, 2001 and incorporated herein by reference.
| 9 | Filed previously on EDGAR with Post-Effective Amendment No. 71 to the Registration |
| Statement on February 28, 2003 and incorporated herein by reference. | |
| 10 | Filed previously on EDGAR with Post-Effective Amendment No. 72 to the Registration |
| Statement on February 27, 2004 and incorporated herein by reference. | |
| 11 | Filed previously on EDGAR with Post-Effective Amendment No. 74 to the Registration |
| Statement on February 28, 2005 and incorporated herein by reference. | |
| 12 | Filed previously on EDGAR with Post-Effective Amendment No. 76 to the Registration |
| Statement on April 27, 2006 and incorporated herein by reference. | |
| 13 | Filed previously on EDGAR with Post-Effective Amendment No. 77 to the Registration |
| Statement on March 2, 2007 and incorporated herein by reference. | |
| 14 | Filed previously on EDGAR with Post-Effective Amendment No. 78 to the Registration |
| Statement on February 29, 2008 and incorporated herein by reference. | |
| 15 | Filed previously on EDGAR with Post-Effective Amendment No. 80 to the Registration |
| Statement on February 26, 2009 and incorporated herein by reference. | |
| 16 | Filed previously on EDGAR with Post-Effective Amendment No. 82 to the Registration |
| Statement on February 25, 2010 and incorporated herein by reference. | |
| 17 | Filed previously on EDGAR with Post-Effective Amendment No. 83 to the Registration |
| Statement on April 29, 2010 and incorporated herein by reference. | |
| 18 | Filed herewith |
Item 24. Persons Controlled by or Under Common Control with the Fund
Not applicable
Item 25. Indemnification
Indemnification provisions for officers, directors, employees, and agents of the Registrant are set forth in Article XII of the By-Laws of the Registrant, which By-Laws were filed herein. Section 12.01 of Article XII of the By-Laws provides that the Registrant shall indemnify each person who is or was a director, officer, employee or agent of the Registrant against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by Section 2-418 of the General Corporation Law of Maryland or any other applicable law.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Act”), may be provided to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 26. Business and Other Connections of the Investment Adviser
The Dreyfus Corporation (“Dreyfus”) and subsidiary companies comprise a financial service organization whose business consists primarily of providing investment management services as the investment adviser, manager and distributor for sponsored investment companies registered under the Investment Company Act of 1940 and as an investment adviser to institutional and individual accounts. Dreyfus also serves as sub-investment adviser to and/or administrator of other investment companies. MBSC Securities Corporation, a wholly-owned subsidiary of Dreyfus, serves primarily as a registered broker-dealer of shares of investment companies sponsored by Dreyfus and of other investment companies for which Dreyfus acts as investment adviser, sub-investment adviser or administrator.
| ITEM 26. | Business and Other Connections of Investment Adviser (continued) |
| Officers and Directors of Investment Adviser |
| Name and Position | |||
| With Dreyfus | Other Businesses | Position Held | Dates |
| Jonathan Baum | MBSC Securities Corporation++ | Chief Executive Officer | 3/08 - Present |
| Chief Executive Officer | Chairman of the Board | 3/08 - Present | |
| and Chair of the Board | Director | 6/07 - 3/08 | |
| Executive Vice President | 6/07 - 3/08 | ||
| J. Charles Cardona | MBSC Securities Corporation++ | Director | 6/07 - Present |
| President and Director | Executive Vice President | 6/07 - Present | |
| Universal Liquidity Funds plc+ | Director | 4/06 - Present | |
| Diane P. Durnin | None | ||
| Vice Chair and Director | |||
| Phillip N. Maisano | The Bank of New York Mellon***** | Senior Vice President | 7/08 - Present |
| Director, Vice Chair and | |||
| Chief Investment Officer | |||
| BNY Mellon, National Association+ | Senior Vice President | 7/08 - Present | |
| Mellon Bank, N.A.+ | Senior Vice President | 4/06 - 6/08 | |
| BNY Alcentra Group Holdings, Inc.++ | Director | 10/07 - Present | |
| BNY Mellon Investment Office GP LLC* | Manager | 4/07 - Present | |
| Mellon Global Alternative Investments Limited | Director | 8/06 - Present | |
| London, England | |||
| Pareto Investment Management Limited | Director | 4/08 - Present | |
| London, England | |||
| The Boston Company Asset Management NY, | Manager | 10/07 - Present | |
| LLC* | |||
| The Boston Company Asset Management, LLC* | Manager | 12/06 - Present | |
| Urdang Capital Management, Inc. | Director | 10/07 - Present | |
| 630 West Germantown Pike, Suite 300 | |||
| Plymouth Meeting, PA 19462 | |||
| Urdang Securities Management, Inc. | Director | 10/07 - Present | |
| 630 West Germantown Pike, Suite 300 | |||
| Plymouth Meeting, PA 19462 | |||
| EACM Advisors LLC | Chairman of Board | 8/04 - Present | |
| 200 Connecticut Avenue | |||
| Norwalk, CT 06854-1940 | |||
C-3
| Name and Position | |||
| With Dreyfus | Other Businesses | Position Held | Dates |
| Founders Asset Management LLC**** | Member, Board of | 11/06 - 12/09 | |
| Managers | |||
| Standish Mellon Asset Management Company, | Board Member | 12/06 - Present | |
| LLC | |||
| Mellon Financial Center | |||
| 201 Washington Street | |||
| Boston, MA 02108-4408 | |||
| Mellon Capital Management Corporation*** | Director | 12/06 - Present | |
| Mellon Equity Associates, LLP+ | Board Member | 12/06 - 12/07 | |
| Newton Management Limited | Board Member | 12/06 - Present | |
| London, England | |||
| Franklin Portfolio Associates, LLC* | Board Member | 12/06 - Present | |
| Mitchell E. Harris | Standish Mellon Asset Management Company | Chairman | 2/05 - Present |
| Director | LLC | Chief Executive Officer | 8/04 - Present |
| Mellon Financial Center | Member, Board of | 10/04 - Present | |
| 201 Washington Street | Managers | ||
| Boston, MA 02108-4408 | |||
| Alcentra NY, LLC++ | Manager | 1/08 - Present | |
| Alcentra US, Inc.++ | Director | 1/08 - Present | |
| Alcentra, Inc.++ | Director | 1/08 - Present | |
| BNY Alcentra Group Holdings, Inc.++ | Director | 10/07 - Present | |
| Pareto New York LLC++ | Manager | 11/07 - Present | |
| Standish Ventures LLC | President | 12/05 - Present | |
| Mellon Financial Center | |||
| 201 Washington Street | |||
| Boston, MA 02108-4408 | |||
| Manager | 12/05 - Present | ||
| Palomar Management | Director | 12/97 - Present | |
| London, England | |||
| Palomar Management Holdings Limited | Director | 12/97 - Present | |
| London, England | |||
| Pareto Investment Management Limited | Director | 9/04 - Present | |
| London, England | |||
| Jeffrey D. Landau | The Bank of New York Mellon+ | Executive Vice President | 4/07 - Present |
| Director | |||
| Allomon Corporation+ | Treasurer | 12/07 - Present | |
| APT Holdings Corporation+ | Treasurer | 12/07 - Present | |
| BNY Mellon, N.A.+ | Treasurer | 7/07 - 0/10 | |
| Mellon Funding Corporation+ | Treasurer | 12/07 - 12/09 | |
| The Bank of New York Mellon Corporation+ | Treasurer | 7/07 - 01/10 |
C-4
| Name and Position | |||
| With Dreyfus | Other Businesses | Position Held | Dates |
| Ronald P. O’Hanley | The Bank of New York Mellon Corporation***** | Vice Chairman | 7/07 - Present |
| Director | |||
| Mellon Trust of New England, N.A.* | Vice Chairman | 4/05 - 6/08 | |
| The Bank of New York Mellon***** | Vice Chairman | 7/08 - Present | |
| BNY Mellon, National Association+ | Vice Chairman | 7/08 - Present | |
| BNY Alcentra Group Holdings, Inc.++ | Director | 10/07 - Present | |
| BNY Mellon Investment Office GP LLC+ | Manager | 4/07 - Present | |
| EACM Advisors LLC | Manager | 6/04 - Present | |
| 200 Connecticut Avenue | |||
| Norwalk, CT 06854-1940 | |||
| Ivy Asset Management Corp. | Director | 12/07 - Present | |
| One Jericho Plaza | |||
| Jericho, NY 11753 | |||
| Neptune LLC+++++ | Chairman | 7/98 - Present | |
| President | 7/98 - Present | ||
| Member, Management | 6/98 - Present | ||
| Committee | |||
| Pareto Investment Management Limited | Director | 9/04 - Present | |
| London, England | |||
| The Boston Company Asset Management NY, | Manager | 10/07 - Present | |
| LLC* | |||
| The Boston Company Asset Management, LLC* | Manager | 12/97 - Present | |
| The Boston Company Holding, LLC* | Vice Chairman | 2/07 - Present | |
| Walter Scott & Partners Limited | Director | 10/06 - Present | |
| Edinburgh, Scotland | |||
| WestLB Mellon Asset Management Holdings | Director | 4/06 - Present | |
| Limited | |||
| Dusseldorf, Germany | |||
| Mellon Bank, N.A.+ | Vice Chairman | 6/01 - 6/08 | |
| Standish Mellon Asset Management Company, | Board Member | 7/01 – Present | |
| LLC | |||
| Mellon Financial Center | |||
| 201 Washington Street | |||
| Boston, MA 02108-4408 | |||
| Franklin Portfolio Holdings, LLC* | Director | 12/00 - Present | |
| Franklin Portfolio Associates, LLC* | Director | 4/97 – Present | |
| Pareto Partners (NY)++ | Partner Representative | 2/00 - Present | |
| Buck Consultants, Inc.++ | Director | 7/97 - Present | |
C-5
| Name and Position | |||
| With Dreyfus | Other Businesses | Position Held | Dates |
| Newton Management Limited | Executive Committee | 10/98 - Present | |
| London, England | Member | ||
| Director | 10/98 - Present | ||
| BNY Mellon Asset Management Japan Limited | Director | 6/06 - Present | |
| Tokyo, Japan | |||
| TBCAM Holdings, LLC* | Director | 1/98 – Present | |
| MAM (MA) Holding Trust+++++ | Trustee | 6/03 – Present | |
| MAM (DE) Trust+++++ | Trustee | 6/03 – Present | |
| Pareto Partners | Partner Representative | 5/97 – Present | |
| The Bank of New York Mellon Centre | |||
| 160 Queen Victoria Street | |||
| London England | |||
| Mellon Capital Management Corporation*** | Director | 2/97 – Present | |
| Mellon Equity Associates, LLP+ | Executive Committee | 1/98 – 12/07 | |
| Member | |||
| Chairman | 1/98 – 12/07 | ||
| Mellon Global Investing Corp.* | Director | 5/97 – Present | |
| Chairman | 5/97 - Present | ||
| Chief Executive Officer | 5/97 – Present | ||
| Cyrus Taraporevala | Urdang Capital Management, Inc. | Director | 10/07 - Present |
| Director | 630 West Germantown Pike, Suite 300 | ||
| Plymouth Meeting, PA 19462 | |||
| Urdang Securities Management, Inc. | Director | 10/07 - Present | |
| 630 West Germantown Pike, Suite 300 | |||
| Plymouth Meeting, PA 19462 | |||
| The Boston Company Asset Management NY, | Manager | 08/06 – Present | |
| LLC* | |||
| The Boston Company Asset Management LLC* | Manager | 01/08 – Present | |
| BNY Mellon, National Association+ | Senior Vice President | 07/06 - Present | |
| The Bank of New York Mellon***** | Senior Vice President | 07/06 - Present | |
| Scott E. Wennerholm | Mellon Capital Management Corporation*** | Director | 10/05 - Present |
| Director | |||
| Newton Management Limited | Director | 1/06 - Present | |
| London, England | |||
| Gannett Welsh & Kotler LLC | Manager | 11/07 - Present | |
| 222 Berkley Street | Administrator | 11/07 - Present | |
| Boston, MA 02116 | |||
| BNY Alcentra Group Holdings, Inc.++ | Director | 10/07 - Present | |
| Ivy Asset Management Corp. | Director | 12/07 - Present | |
| One Jericho Plaza | |||
| Jericho, NY 11753 | |||
C-6
| Name and Position | |||
| With Dreyfus | Other Businesses | Position Held | Dates |
| Urdang Capital Management, Inc. | Director | 10/07 - Present | |
| 630 West Germantown Pike, Suite 300 | |||
| Plymouth Meeting, PA 19462 | |||
| Urdang Securities Management, Inc. | Director | 10/07 - Present | |
| 630 West Germantown Pike, Suite 300 | |||
| Plymouth Meeting, PA 19462 | |||
| EACM Advisors LLC | Manager | 6/04 - Present | |
| 200 Connecticut Avenue | |||
| Norwalk, CT 06854-1940 | |||
| Franklin Portfolio Associates LLC* | Manager | 1/06 - Present | |
| The Boston Company Asset Management NY, | Manager | 10/07 - Present | |
| LLC* | |||
| The Boston Company Asset Management LLC* | Manager | 10/05 - Present | |
| Pareto Investment Management Limited | Director | 3/06 - Present | |
| London, England | |||
| Mellon Equity Associates, LLP+ | Executive Committee | 10/05 - 12/07 | |
| Member | |||
| Standish Mellon Asset Management Company, | Member, Board of | 10/05 - Present | |
| LLC | Managers | ||
| Mellon Financial Center | |||
| 201 Washington Street | |||
| Boston, MA 02108-4408 | |||
| The Boston Company Holding, LLC* | Member, Board of | 4/06 - Present | |
| Managers | |||
| The Bank of New York Mellon***** | Senior Vice President | 7/08 - Present | |
| BNY Mellon, National Association+ | Senior Vice President | 7/08 - Present | |
| Mellon Bank, N.A.+ | Senior Vice President | 10/05 - 6/08 | |
| Mellon Trust of New England, N. A.* | Director | 4/06 - 6/08 | |
| Senior Vice President | 10/05 - 6/08 | ||
| MAM (DE) Trust+++++ | Member of Board of | 1/07 - Present | |
| Trustees | |||
| MAM (MA) Holding Trust+++++ | Member of Board of | 1/07 - Present | |
| Trustees | |||
| Bradley J. Skapyak | MBSC Securities Corporation++ | Executive Vice President | 6/07 - Present |
| Chief Operating Officer | |||
| and Director | |||
| The Bank of New York Mellon**** | Senior Vice President | 4/07 - Present | |
| The Dreyfus Family of Funds++ | President | 1/10 - Present | |
| Dwight Jacobsen | Pioneer Investments | Senior Vice President | 4/06 - 12/07 |
| Executive Vice President | 60 State Street | ||
| and Director | Boston, Massachusetts | ||
C-7
| Name and Position | |||
| With Dreyfus | Other Businesses | Position Held | Dates |
| Patrice M. Kozlowski | None | ||
| Senior Vice President – | |||
| Corporate | |||
| Communications | |||
| Gary Pierce | The Bank of New York Mellon***** | Vice President | 7/08 - Present |
| Controller | |||
| BNY Mellon, National Association+ | Vice President | 7/08 - Present | |
| The Dreyfus Trust Company+++ | Chief Financial Officer | 7/05 - 6/08 | |
| Treasurer | 7/05 - 6/08 | ||
| Laurel Capital Advisors, LLP+ | Chief Financial Officer | 5/07 - Present | |
| MBSC Securities Corporation++ | Director | 6/07 - Present | |
| Chief Financial Officer | 6/07 - Present | ||
| Founders Asset Management, LLC**** | Assistant Treasurer | 7/06 - 12/09 | |
| Dreyfus Consumer Credit | Treasurer | 7/05 - Present | |
| Corporation++ | |||
| Dreyfus Transfer, Inc.++ | Chief Financial Officer | 7/05 - Present | |
| Dreyfus Service | Treasurer | 7/05 - Present | |
| Organization, Inc.++ | |||
| Seven Six Seven Agency, Inc.++ | Treasurer | 4/99 - Present | |
| Joseph W. Connolly | The Dreyfus Family of Funds++ | Chief Compliance | 10/04 - Present |
| Chief Compliance Officer | Officer | ||
| Laurel Capital Advisors, LLP+ | Chief Compliance | 4/05 - Present | |
| Officer | |||
| The Mellon Funds Trust++ | Chief Compliance | 10/04 - Present | |
| Officer | |||
| MBSC Securities Corporation++ | Chief Compliance | 6/07 – Present | |
| Officer | |||
| Gary E. Abbs | The Bank of New York Mellon+ | First Vice President and | 12/96 – Present |
| Vice President – Tax | Manager of Tax | ||
| Compliance | |||
| Dreyfus Service Organization++ | Vice President – Tax | 01/09 – Present | |
| Dreyfus Consumer Credit Corporation++ | Chairman | 01/09 – Present | |
| President | 01/09 – Present | ||
| MBSC Securities Corporation++ | Vice President – Tax | 01/09 – Present | |
| Jill Gill | MBSC Securities Corporation++ | Vice President | 6/07 – Present |
| Vice President – | |||
| Human Resources | |||
| The Bank of New York Mellon***** | Vice President | 7/08 – Present | |
| BNY Mellon, National Association+ | Vice President | 7/08 - Present | |
| Mellon Bank N.A.+ | Vice President | 10/06 – 6/08 | |
C-8
| Name and Position | |||
| With Dreyfus | Other Businesses | Position Held | Dates |
| Joanne S. Huber | The Bank of New York Mellon+ | State & Local | 07/1/07 – |
| Vice President – Tax | Compliance Manager | Present | |
| Dreyfus Service Organization++ | Vice President – Tax | 01/09 – Present | |
| Dreyfus Consumer Credit Corporation++ | Vice President – Tax | 01/09 – Present | |
| MBSC Securities Corporation++ | Vice President – Tax | 01/09 – Present | |
| Anthony Mayo | None | ||
| Vice President – | |||
| Information Systems | |||
| John E. Lane | A P Colorado, Inc.+ | Vice President – Real | 8/07 - Present |
| Vice President | Estate and Leases | ||
| A P East, Inc.+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| A P Management, Inc.+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| A P Properties, Inc.+ | Vice President – Real | 8/07 - Present | |
| Estate and Leases | |||
| A P Rural Land, Inc.+ | Vice President– Real | 8/07 - 9/07 | |
| Estate and Leases | |||
| Allomon Corporation+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| AP Residential Realty, Inc.+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| AP Wheels, Inc.+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| BNY Mellon, National Association+ | Vice President – Real | 7/08 - Present | |
| Estate and Leases | |||
| Citmelex Corporation+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| Eagle Investment Systems LLC | Vice President– Real | 8/07 - Present | |
| 65 LaSalle Road | Estate and Leases | ||
| West Hartford, CT 06107 | |||
| East Properties Inc.+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| FSFC, Inc.+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| Holiday Properties, Inc.+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| MBC Investments Corporation+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| MBSC Securities Corporation++ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| MELDEL Leasing Corporation Number 2, Inc.+ | Vice President– Real | 7/07 - Present | |
| Estate and Leases | |||
| Mellon Bank Community Development | Vice President– Real | 11/07 - Present | |
| Corporation+ | Estate and Leases | ||
| Mellon Capital Management Corporation+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| Mellon Financial Services Corporation #1+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| Mellon Financial Services Corporation #4+ | Vice President – Real | 7/07 - Present | |
| Estate and Leases | |||
| Mellon Funding Corporation+ | Vice President– Real | 12/07 - Present | |
| Estate and Leases | |||
| Mellon Holdings, LLC+ | Vice President– Real | 12/07 - Present | |
| Estate and Leases | |||
C-9
| Name and Position | |||
| With Dreyfus | Other Businesses | Position Held | Dates |
| Mellon International Leasing Company+ | Vice President– Real | 7/07 - Present | |
| Estate and Leases | |||
| Mellon Leasing Corporation+ | Vice President– Real | 7/07 - Present | |
| Estate and Leases | |||
| Mellon Private Trust Company, National | Vice President– Real | 8/07 - 1/08 | |
| Association+ | Estate and Leases | ||
| Mellon Securities Trust Company+ | Vice President– Real | 8/07 - 7/08 | |
| Estate and Leases | |||
| Mellon Trust Company of Illinois+ | Vice President– Real | 8/07 - 07/08 | |
| Estate and Leases | |||
| Mellon Trust Company of New England, N.A.+ | Vice President– Real | 8/07 - 6/08 | |
| Estate and Leases | |||
| Mellon Trust Company of New York LLC++ | Vice President– Real | 8/07 - 6/08 | |
| Estate and Leases | |||
| Mellon Ventures, Inc.+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| Melnamor Corporation+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| MFS Leasing Corp.+ | Vice President– Real | 7/07 - Present | |
| Estate and Leases | |||
| MMIP, LLC+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| Pareto New York LLC++ | Vice President– Real | 10/07 - Present | |
| Estate and Leases | |||
| Pontus, Inc.+ | Vice President– Real | 7/07 - Present | |
| Estate and Leases | |||
| Promenade, Inc.+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| RECR, Inc.+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| SKAP #7+ | Vice President– Real | 8/07 - 11/07 | |
| Estate and Leases | |||
| Technology Services Group, Inc.***** | Senior Vice President | 6/06 - Present | |
| Tennesee Processing Center LLC***** | Managing Director | 5/08 - Present | |
| Senior Vice President | 4/04 - 5/08 | ||
| Texas AP, Inc.+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| The Bank of New York Mellon***** | Vice President – Real | 7/08 - Present | |
| Estate and Leases | |||
| The Bank of New York Mellon Corporation***** | Executive Vice President | 8/07 - Present | |
| Trilem, Inc.+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| Jeanne M. Login | A P Colorado, Inc.+ | Vice President– Real | 8/07 - Present |
| Vice President | Estate and Leases | ||
| A P East, Inc.+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| A P Management, Inc.+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| A P Properties, Inc.+ | Vice President – Real | 8/07 - Present | |
| Estate and Leases | |||
| A P Rural Land, Inc.+ | Vice President– Real | 8/07 - 9/07 | |
| Estate and Leases | |||
| Allomon Corporation+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| AP Residential Realty, Inc.+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
C-10
| Name and Position | |||
| With Dreyfus | Other Businesses | Position Held | Dates |
| AP Wheels, Inc.+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| APT Holdings Corporation+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| BNY Investment Management Services LLC++++ | Vice President– Real | 1/01 - Present | |
| Estate and Leases | |||
| BNY Mellon, National Association+ | Vice President – Real | 7/08 - Present | |
| Estate and Leases | |||
| Citmelex Corporation+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| Eagle Investment Systems LLC+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| East Properties Inc.+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| FSFC, Inc.+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| Holiday Properties, Inc.+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| MBC Investments Corporation+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| MBSC Securities Corporation++ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| MELDEL Leasing Corporation Number 2, Inc.+ | Vice President– Real | 7/07 - Present | |
| Estate and Leases | |||
| Mellon Bank Community Development | Vice President – Real | 11/07 - Present | |
| Corporation+ | Estate and Leases | ||
| Mellon Capital Management Corporation+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| Mellon Financial Services Corporation #1+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| Mellon Financial Services Corporation #4+ | Vice President – Real | 7/07 - Present | |
| Estate and Leases | |||
| Mellon Funding Corporation+ | Vice President – Real | 12/07 - Present | |
| Estate and Leases | |||
| Mellon Holdings LLC+ | Vice President – Real | 12/07 - Present | |
| Estate and Leases | |||
| Mellon International Leasing Company+ | Vice President– Real | 7/07 - Present | |
| Estate and Leases | |||
| Mellon Leasing Corporation+ | Vice President– Real | 7/07 - Present | |
| Estate and Leases | |||
| Mellon Private Trust Company, National | Vice President – Real | 8/07 - 1/08 | |
| Association+ | Estate and Leases | ||
| Mellon Securities Trust Company+ | Vice President – Real | 8/07 - 7/08 | |
| Estate and Leases | |||
| Mellon Trust of New England, N.A.* | Vice President – Real | 8/07 - 6/08 | |
| Estate and Leases | |||
| Mellon Trust Company of Illinois+ | Vice President– Real | 8/07 - 7/08 | |
| Estate and Leases | |||
| MFS Leasing Corp.+ | Vice President– Real | 7/07 - Present | |
| Estate and Leases | |||
| MMIP, LLC+ | Vice President– Real | 8/07 - Present | |
| Estate and Leases | |||
| Pontus, Inc.+ | Vice President– Real | 7/07 - Present | |
| Estate and Leases | |||
| Promenade, Inc.+ | Vice President – Real | 8/07 - Present | |
| Estate and Leases | |||
| RECR, Inc.+ | Vice President – Real | 8/07 - Present | |
| Estate and Leases | |||
C-11
| Name and Position | |||
| With Dreyfus | Other Businesses | Position Held | Dates |
| SKAP #7+ | Vice President – Real | 8/07 - 11/07 | |
| Estate and Leases | |||
| Tennesee Processing Center LLC***** | Managing Director | 5/08 - Present | |
| Senior Vice President | 4/04 - 5/08 | ||
| Texas AP, Inc.+ | Vice President – Real | 8/07 - Present | |
| Estate and Leases | |||
| The Bank of New York Mellon***** | Vice President – Real | 7/08 - Present | |
| Estate and Leases | |||
| Trilem, Inc.+ | Vice President – Real | 8/07 - Present | |
| Estate and Leases | |||
| James Bitetto | The Dreyfus Family of Funds* | Vice President and | 8/05 - Present |
| Secretary | Assistant Secretary | ||
| MBSC Securities Corporation++ | Assistant Secretary | 6/07 - Present | |
| Dreyfus Service Organization, Inc.++ | Secretary | 8/05 - Present | |
| The Dreyfus Consumer Credit Corporation++ | Vice President | 2/02 - Present | |
| Founders Asset Management LLC**** | Assistant Secretary | 3/09 - 12/09 | |
| * | The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108. |
| ** | The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104. |
| *** | The address of the business so indicated is 50 Fremont Street, Suite 3900, San Francisco, California 94104. |
| **** | The address of the business so indicated is 210 University Blvd., Suite 800, Denver, Colorado 80206. |
| ***** | The address of the business so indicated is One Wall Street, New York, New York 10286. |
| + | The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258. |
| ++ | The address of the business so indicated is 200 Park Avenue, New York, New York 10166. |
| +++ | The address of the business so indicated is 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144. |
| ++++ | The address of the business so indicated is White Clay Center, Route 273, Newark, Delaware 19711. |
| +++++ | The address of the business so indicated is 4005 Kennett Pike, Greenville, DE 19804. |
C-12
Item 27. Principal Underwriters
(a) Other investment companies for which Registrant's principal underwriter (exclusive distributor) acts as principal underwriter or exclusive distributor:
| 1. | Advantage Funds, Inc. |
| 2. | BNY Mellon Funds Trust |
| 3. | CitizensSelect Funds |
| 4. | Dreyfus Appreciation Fund, Inc. |
| 5. | Dreyfus BASIC Money Market Fund, Inc. |
| 6. | Dreyfus BASIC U.S. Government Money Market Fund |
| 7. | Dreyfus BASIC U.S. Mortgage Securities Fund |
| 8. | Dreyfus Bond Funds, Inc. |
| 9. | Dreyfus Cash Management |
| 10. | Dreyfus Cash Management Plus, Inc. |
| 11. | Dreyfus Connecticut Municipal Money Market Fund, Inc. |
| 12. | Dreyfus Dynamic Alternatives Fund, Inc. |
| 13. | Dreyfus Funds, Inc. |
| 14. | The Dreyfus Fund Incorporated |
| 15. | Dreyfus Government Cash Management Funds |
| 16. | Dreyfus Growth and Income Fund, Inc. |
| 17. | Dreyfus Index Funds, Inc. |
| 18. | Dreyfus Institutional Cash Advantage Funds |
| 19. | Dreyfus Institutional Money Market Fund |
| 20. | Dreyfus Institutional Preferred Money Market Funds |
| 21. | Dreyfus Institutional Reserves Funds |
| 22. | Dreyfus Intermediate Municipal Bond Fund, Inc. |
| 23. | Dreyfus International Funds, Inc. |
| 24. | Dreyfus Investment Funds |
| 25. | Dreyfus Investment Grade Funds, Inc. |
| 26. | Dreyfus Investment Portfolios |
| 27. | The Dreyfus/Laurel Funds, Inc. |
| 28. | The Dreyfus/Laurel Funds Trust |
| 29. | The Dreyfus/Laurel Tax-Free Municipal Funds |
| 30. | Dreyfus LifeTime Portfolios, Inc. |
| 31. | Dreyfus Liquid Assets, Inc. |
| 32. | Dreyfus Manager Funds I |
| 33. | Dreyfus Manager Funds II |
| 34. | Dreyfus Massachusetts Municipal Money Market Fund |
| 35. | Dreyfus Midcap Index Fund, Inc. |
| 36. | Dreyfus Money Market Instruments, Inc. |
| 37. | Dreyfus Municipal Bond Opportunity Fund |
| 38. | Dreyfus Municipal Cash Management Plus |
| 39. | Dreyfus Municipal Funds, Inc. |
| 40. | Dreyfus Municipal Money Market Fund, Inc. |
| 41. | Dreyfus New Jersey Municipal Bond Fund, Inc. |
| 42. | Dreyfus New Jersey Municipal Money Market Fund, Inc. |
| 43. | Dreyfus New York AMT-Free Municipal Bond Fund |
| 44. | Dreyfus New York AMT-Free Municipal Money Market Fund |
| 45. | Dreyfus New York Municipal Cash Management |
| 46. | Dreyfus New York Tax Exempt Bond Fund, Inc. |
C-14
| 47. | Dreyfus Opportunity Funds |
| 48. | Dreyfus Pennsylvania Municipal Money Market Fund |
| 49. | Dreyfus Premier California AMT-Free Municipal Bond Fund, Inc. |
| 50. | Dreyfus Premier GNMA Fund, Inc. |
| 51. | Dreyfus Premier Investment Funds, Inc. |
| 52. | Dreyfus Premier Short-Intermediate Municipal Bond Fund |
| 53. | Dreyfus Premier Worldwide Growth Fund, Inc. |
| 54. | Dreyfus Research Growth Fund, Inc. |
| 55. | Dreyfus State Municipal Bond Funds |
| 56. | Dreyfus Stock Funds |
| 57. | Dreyfus Short-Intermediate Government Fund |
| 58. | The Dreyfus Socially Responsible Growth Fund, Inc. |
| 59. | Dreyfus Stock Index Fund, Inc. |
| 60. | Dreyfus Tax Exempt Cash Management Funds |
| 61. | The Dreyfus Third Century Fund, Inc. |
| 62. | Dreyfus Treasury & Agency Cash Management |
| 63. | Dreyfus Treasury Prime Cash Management |
| 64. | Dreyfus U.S. Treasury Intermediate Term Fund |
| 65. | Dreyfus U.S. Treasury Long Term Fund |
| 66. | Dreyfus 100% U.S. Treasury Money Market Fund |
| 67. | Dreyfus Variable Investment Fund |
| 68. | Dreyfus Worldwide Dollar Money Market Fund, Inc. |
| 69. | General California Municipal Money Market Fund |
| 70. | General Government Securities Money Market Funds, Inc. |
| 71. | General Money Market Fund, Inc. |
| 72. | General Municipal Money Market Funds, Inc. |
| 73. | General New York Municipal Money Market Fund |
| 74. | Strategic Funds, Inc. |
C-15
| (b) | ||
| Name and principal | Positions and Offices | |
| Business address | Positions and offices with the Distributor | with Registrant |
| Jon R. Baum* | Chief Executive Officer and Chairman of the Board | None |
| Ken Bradle** | President and Director | None |
| Robert G. Capone**** | Executive Vice President and Director | None |
| J. Charles Cardona* | Executive Vice President and Director | None |
| Sue Ann Cormack** | Executive Vice President | None |
| John M. Donaghey*** | Executive Vice President and Director | None |
| Dwight D. Jacobsen* | Executive Vice President and Director | None |
| Mark A. Keleher***** | Executive Vice President | None |
| James D. Kohley*** | Executive Vice President | None |
| Jeffrey D. Landau* | Executive Vice President and Director | None |
| William H. Maresca* | Executive Vice President and Director | None |
| Timothy M. McCormick* | Executive Vice President | None |
| David K. Mossman*** | Executive Vice President | None |
| Irene Papadoulis** | Executive Vice President | None |
| Matthew Perrone** | Executive Vice President | None |
| Noreen Ross* | Executive Vice President | None |
| Bradley J. Skapyak* | Executive Vice President | President |
| Gary Pierce* | Chief Financial Officer and Director | None |
| Tracy Hopkins* | Senior Vice President | None |
| Denise B. Kneeland**** | Senior Vice President | None |
| Mary T. Lomasney**** | Senior Vice President | None |
| Barbara A. McCann**** | Senior Vice President | None |
| Kevin L. O’Shea*** | Senior Vice President | None |
| Christine Carr Smith***** | Senior Vice President | None |
| Ronald Jamison* | Chief Legal Officer and Secretary | None |
| Joseph W. Connolly* | Chief Compliance Officer (Investment Advisory Business) | Chief Compliance Officer |
| Stephen Storen* | Chief Compliance Officer | None |
| Maria Georgopoulos* | Vice President – Facilities Management | None |
| Stewart Rosen* | Vice President – Facilities Management | None |
| William Germenis* | Vice President – Compliance and Anti-Money Laundering | Anti-Money Laundering |
| Officer | Compliance Officer | |
| Natalia Gribas* | Compliance - Anti-Money Laundering Officer | None |
| Karin L. Waldmann* | Privacy Officer | None |
| Gary E. Abbs*** | Vice President - Tax | None |
| Timothy I. Barrett** | Vice President | None |
| Gina DiChiara* | Vice President | None |
| Jill Gill* | Vice President | None |
| Joanne S. Huber*** | Vice President - Tax | None |
| John E. Lane****** | Vice President – Real Estate and Leases | None |
| Jeanne M. Login****** | Vice President – Real Estate and Leases | None |
| Donna M. Impagliazzo** | Vice President – Compliance | None |
| Edward A. Markward* | Vice President – Compliance | None |
| Anthony Nunez* | Vice President – Finance | None |
| William Schalda* | Vice President | None |
| John Shea* | Vice President – Finance | None |
| Christopher A. Stallone** | Vice President | None |
| Susan Verbil* | Vice President – Finance | None |
| William Verity* | Vice President – Finance | None |
| James Windels* | Vice President | Treasurer |
C-16
| (b) | ||
| Name and principal | Positions and Offices | |
| Business address | Positions and offices with the Distributor | with Registrant |
| James Bitetto* | Assistant Secretary | Vice President and |
| Assistant Secretary | ||
| James D. Muir* | Assistant Secretary | None |
| * | Principal business address is 200 Park Avenue, New York, NY 10166. |
| ** | Principal business address is 144 Glenn Curtiss Blvd., Uniondale, NY 11556-0144. |
| *** | Principal business address is One Mellon Bank Center, Pittsburgh, PA 15258. |
| **** | Principal business address is One Boston Place, Boston, MA 02108. |
| ***** | Principal business address is 50 Fremont Street, Suite 3900, San Francisco, CA 94104. |
| ****** | Principal business address is 101 Barclay Street, New York 10286. |
C-17
| Item 28. | Location of Accounts and Records |
| 1. | The Bank of New York Mellon | |
| One Mellon Bank Center | ||
| Pittsburgh, Pennsylvania 15258 | ||
| 2. | DST Systems, Inc. | |
| 1055 Broadway | ||
| Kansas City, MO 64105 | ||
| 3. | The Dreyfus Corporation | |
| 200 Park Avenue | ||
| New York, New York 10166 | ||
| Item 29. | Management Services |
Not Applicable
| Item 30. | Undertakings |
None
C-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York on the 13thday of May, 2010.
DREYFUS FUNDS, INC
| BY: | /s/ Bradley J. Skapyak * |
| /s/ Bradley J. Skapyak, President |
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signatures | Title | Date |
| /s/ Bradley J. Skapyak* | President (Principal Executive Officer) | 5/13/2010 |
| Bradley J. Skapyak | ||
| /s/James Windels* | Treasurer (Principal Financial and | 5/13/2010 |
| James Windels | Accounting Officer) | |
| /s/Joseph S. DiMartino* | Trustee, Chairman of the Board | 5/13/2010 |
| Joseph S. DiMartino | ||
| /s/James M. Fitzgibbons* | Trustee | 5/13/2010 |
| James M. Fitzgibbons | ||
| /s/Kenneth A. Himmel* | Trustee | 5/13/2010 |
| Kenneth A. Himmel | ||
| /s/Stephen J. Lockwood* | Trustee | 5/13/2010 |
| Stephen J. Lockwood | ||
| /s/Roslyn M. Watson* | Trustee | 5/13/2010 |
| Roslyn M. Watson | ||
| /s/Benaree Pratt Wiley* | Trustee | 5/13/2010 |
| Benaree Pratt Wiley | ||
| *By: | /s/James Bitetto |
| Attorney-in-Fact |
INDEX OF EXHIBITS
Exhibit No.
I(2) Opinion and consent of Registrant’s counsel
