SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ____)

Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
[   ]
Preliminary Proxy Statement
[   ]
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
[   ]
Soliciting Material Pursuant to Rule 14a-12
 
CITIZENSSELECT FUNDS
DREYFUS CASH MANAGEMENT
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
DREYFUS INSTITUTIONAL CASH ADVANTAGE FUNDS
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUNDS
DREYFUS INSTITUTIONAL RESERVES FUNDS
DREYFUS INVESTMENT GRADE FUNDS, INC.
DREYFUS INVESTMENT PORTFOLIOS
DREYFUS LIQUID ASSETS, INC.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS OPPORTUNITY FUNDS
DREYFUS PREMIER SHORT-INTERMEDIATE MUNICIPAL BOND FUND
DREYFUS SHORT-INTERMEDIATE GOVERNMENT FUND
DREYFUS TAX EXEMPT CASH MANAGEMENT FUNDS
DREYFUS TREASURY & AGENCY CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
THE DREYFUS FUND INCORPORATED
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
THE DREYFUS THIRD CENTURY FUND, INC.

 
______________________________________________________________________
(Name of Registrant as Specified in Charter)
______________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
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Fee previously paid with preliminary materials.
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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)
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(3)
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(4)
Date filed: _______________________________________
 
 
 
The Dreyfus Family of Funds
200 Park Avenue
New York, New York 10166
 
 
Dear Shareholder:
 
Your Dreyfus fund(s) and certain other funds in The Dreyfus Family of Funds will hold special shareholder meetings on December 6, 2013.  Shareholders of each of these funds will be asked to elect Board members of their funds.  The nominees are current Board members of some or all of these funds.  The election of additional Board members to your fund is being proposed primarily to consolidate the Boards of these funds.   The enclosed proxy statement describes the Board member nominees' qualifications and each of their respective current roles overseeing funds in The Dreyfus Family of Funds.  Please take the time to read the enclosed materials.
 
Since the proposal to elect Board members is common to these funds, we have combined the proxy statement to save on expenses.  If you own shares of more than one of these Dreyfus funds, the combined proxy statement also may save you the time of reading more than one document before you vote.  If you own shares of more than one of these Dreyfus funds on the record date for the meetings, please note that each fund has a separate proxy card.  You should complete a proxy card, or otherwise provide voting instructions, for each fund in which you own shares .
 
Remember, your vote is extremely important, no matter how large or small your fund holdings.  By voting promptly, you can help avoid additional costs that are incurred with follow-up letters and calls.
 
To vote, you may use any of the following methods:
 
 
·
By Mail .  Please complete, date and sign the enclosed proxy card for each fund in which you own shares and mail it in the enclosed, postage-paid envelope.
     
 
·
By Internet .  Have your proxy card(s) available.  Go to the website listed on the proxy card.  Enter your control number from your proxy card.  Follow the instructions on the website.
     
 
·
By Telephone .  Have your proxy card(s) available.  Call the toll-free number listed on the proxy card.  Enter your control number from your proxy card.  Follow the recorded instructions.
     
 
·
In Person .  Any shareholder who attends the meeting in person may vote by ballot at the meeting.
 
We encourage you to vote through the Internet or by telephone using the number that appears on your proxy card(s).  These voting methods will save the funds money because they would not have to pay for return-mail postage.  If you later decide to attend the meeting, you may revoke your proxy and vote your shares in person at the meeting.  Whichever voting method you choose, please take the time to read the full text of the proxy statement before you vote.
 
Your vote is very important to us.  If you have any questions before you vote, please call one of the Dreyfus service representatives at 1-800-DREYFUS.  Thank you for your response and for your continued investment with The Dreyfus Family of Funds.
 
 
Sincerely,
   
 
/s/ Bradley J. Skapyak
   
 
Bradley J. Skapyak
 
President
 

 
CitizensSelect Funds
Dreyfus Cash Management
Dreyfus Government Cash Management Funds
Dreyfus Institutional Cash Advantage Funds
Dreyfus Institutional Preferred Money Market Funds
Dreyfus Institutional Reserves Funds
Dreyfus Investment Grade Funds, Inc.
Dreyfus Investment Portfolios
Dreyfus Liquid Assets, Inc.
Dreyfus Municipal Cash Management Plus
Dreyfus New York Municipal Cash Management
Dreyfus Opportunity Funds
Dreyfus Premier Short-Intermediate Municipal Bond Fund
Dreyfus Short-Intermediate Government Fund
Dreyfus Tax Exempt Cash Management Funds
Dreyfus Treasury & Agency Cash Management
Dreyfus Treasury Prime Cash Management
Dreyfus Worldwide Dollar Money Market Fund, Inc.
The Dreyfus Fund Incorporated
The Dreyfus Socially Responsible Growth Fund, Inc.
The Dreyfus Third Century Fund, Inc.

______________________________________________
 
Notice of Special Meetings of Shareholders
To Be Held on December 6, 2013
______________________________________________
 
To the Shareholders:
 
Special Meetings of Shareholders of each of the funds in The Dreyfus Family of Funds listed above (each, a "Fund" and, collectively, the "Funds") * will be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Friday, December 6, 2013 at the time set forth on Schedule 1 to the Proxy Statement, for the following purposes:
 
 
1.
To elect Board members to hold office until their successors are duly elected and qualified.
     
 
2.
To transact such other business as may properly come before the meeting and any adjournments thereof.
 
_____________________
*
CitizensSelect Funds, Dreyfus Government Cash Management Funds, Dreyfus Institutional Cash Advantage Funds, Dreyfus Institutional Preferred Money Market Funds, Dreyfus Institutional Reserves Funds, Dreyfus Investment Grade Funds, Inc., Dreyfus Investment Portfolios, Dreyfus Opportunity Funds, Dreyfus Premier Short-Intermediate Municipal Bond Fund and Dreyfus Tax Exempt Cash Management Funds are "series" investment companies comprised of separate portfolios, each of which may be referred to as a Fund, as applicable, in the Proxy Statement.  For a list of the series, see Schedule 1 to the Proxy Statement.
 
Shareholders of record at the close of business on October 11, 2013 will be entitled to receive notice of and to vote at the meeting.
 
 
 
By Order of the Boards,
   
 
/s/ Janette E. Farragher
   
 
Janette E. Farragher
 
Secretary

New York, New York
October 18, 2013


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.
 
 
 
 
CitizensSelect Funds
Dreyfus Cash Management
Dreyfus Government Cash Management Funds
Dreyfus Institutional Cash Advantage Funds
Dreyfus Institutional Preferred Money Market Funds
Dreyfus Institutional Reserves Funds
Dreyfus Investment Grade Funds, Inc.
Dreyfus Investment Portfolios
Dreyfus Liquid Assets, Inc.
Dreyfus Municipal Cash Management Plus
Dreyfus New York Municipal Cash Management
Dreyfus Opportunity Funds
Dreyfus Premier Short-Intermediate Municipal Bond Fund
Dreyfus Short-Intermediate Government Fund
Dreyfus Tax Exempt Cash Management Funds
Dreyfus Treasury & Agency Cash Management
Dreyfus Treasury Prime Cash Management
Dreyfus Worldwide Dollar Money Market Fund, Inc.
The Dreyfus Fund Incorporated
The Dreyfus Socially Responsible Growth Fund, Inc.
The Dreyfus Third Century Fund, Inc.

 
COMBINED PROXY STATEMENT
 
Special Meetings of Shareholders
to be held on December 6, 2013
 
This Proxy Statement is furnished in connection with a solicitation of proxies by each of the respective Boards of CitizensSelect Funds ("CSF"), Dreyfus Cash Management ("DCM"), Dreyfus Government Cash Management Funds ("DGCMF"), Dreyfus Institutional Cash Advantage Funds ("ICAF"), Dreyfus Institutional Preferred Money Market Funds ("IPMMF"), Dreyfus Institutional Reserves Funds ("IRF"), Dreyfus Investment Grade Funds, Inc. ("DIGF"), Dreyfus Investment Portfolios ("DIP"), Dreyfus Liquid Assets, Inc. ("DLA"), Dreyfus Municipal Cash Management Plus ("DMCMP"), Dreyfus New York Municipal Cash Management ("DNYMCM"), Dreyfus Opportunity Funds ("DOF"), Dreyfus Premier Short-Intermediate Municipal Bond Fund ("PSIMBF"), Dreyfus Short-Intermediate Government Fund ("SIGF"), Dreyfus Tax Exempt Cash Management Funds ("DTECMF"), Dreyfus Treasury & Agency Cash Management ("DTACM"), Dreyfus Treasury Prime Cash Management ("DTPCM"), Dreyfus Worldwide Dollar Money Market Fund, Inc. ("WDMMF"), The Dreyfus Fund Incorporated ("DF"), The Dreyfus Socially Responsible Growth Fund, Inc. ("DSRGF") and The Dreyfus Third Century Fund, Inc. ("DTCF") (each, a "Fund" and, collectively, the "Funds") to be used at the Special Meeting of Shareholders (the "Meeting") of each Fund to be held on Friday, December 6, 2013 at the time set forth on Schedule 1 to this Proxy Statement, at the offices of The Dreyfus Corporation ("Dreyfus"), 200 Park Avenue, 7th Floor, New York, New York 10166, and at any and all adjournments thereof, for the purposes set forth in the accompanying Notice of Special Meetings of Shareholders.
 
Shareholders of record at the close of business on October 11, 2013 are entitled to receive notice of and to vote at the Meeting.  Shareholders are entitled to one vote for each Fund share held and fractional votes for each fractional Fund share held.  Shareholders can vote only on matters affecting the Fund(s) of which they are shareholders.  Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon, and if no voting instructions are given, shares will be voted "FOR" the proposal.  If the enclosed proxy card(s) is executed and returned, it nevertheless may be revoked by giving another proxy, by calling the toll-free telephone number, through the Internet or by letter directed to the relevant Fund, which must indicate the shareholder's name and account number.  To be effective, such revocation must be received before the Meeting.  In addition, any shareholder who attends the Meeting in person may vote by ballot at the Meeting, thereby canceling any proxy previously given.
 
Shareholders of each Fund will vote as a single class (which includes all series of a Fund) and will vote separately from the shareholders of each other Fund on the election of Board members.  It is essential that shareholders who own shares in more than one Fund complete, date, sign and return each proxy card they receive, or otherwise provide voting instructions with respect to each such Fund.  Information as to the number of shares outstanding and share ownership for each Fund is set forth on Schedule 2 to this Proxy Statement.
 
The approximate mailing date of this Proxy Statement and the accompanying proxy card(s) is October 18, 2013.
 
The principal executive offices of each Fund are located at 200 Park Avenue, New York, New York 10166.   Copies of each Fund's most recent Annual Reports and, if applicable, Semi-Annual Report are available upon request, without charge, by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556, or by calling toll-free 1-800-DREYFUS.
 
 
 
IMPORTANT NOTICE REGARDING INTERNET
AVAILABILITY OF PROXY MATERIALS  


 
THIS PROXY STATEMENT AND COPIES OF EACH FUND'S MOST RECENT
ANNUAL AND, IF APPLICABLE, SEMI-ANNUAL REPORTS TO SHAREHOLDERS ARE AVAILABLE AT
WWW.DREYFUS.COM/PROXYINFO
 
 
 
PROPOSAL:  ELECTION OF BOARD MEMBERS
 
The Nominees .  It is proposed that shareholders of each Fund consider the election of the individuals listed below (the "Nominees") as Board members of their Fund as indicated.  The Nominees were selected and nominated by those members of the present Boards of the relevant Funds who are not "interested persons," as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), of the Funds ("Independent Board members").  The Nominees currently serve as Board members of some or all of the Funds.  (Joseph S. DiMartino, Whitney I. Gerard, Nathan Leventhal and Benaree Pratt Wiley were previously elected by the shareholders of CSF, ICAF, IPMMF, IRF, DIGF, DIP, DLA, DOF, PSIMBF, SIGF, WDMMF, DF, DSRGF and DTCF and need not be re-elected to the Board of such Funds.  Gordon J. Davis was previously elected by the shareholders of CSF, ICAF, IPMMF, IRF, DIP and DOF and need not be re-elected to the Board of such Funds.  Joseph S. DiMartino, Isabel P. Dunst and Benaree Pratt Wiley were previously elected by shareholders of DCM, DGCMF, DMCMP, DNYMCM, DTECMF, DTACM and DTPCM and need not be re-elected to the Board of such Funds.)  The election of additional Board members to the Boards of the Funds is being proposed primarily to consolidate the Boards of the Funds.  Consolidating the Boards of the Funds may provide certain administrative efficiencies and potential future cost savings for the Funds.  Each Nominee has consented to being named in this Proxy Statement and has agreed to serve as a Board member of the indicated Funds if elected.  With respect to CSF, ICAF, IPMMF, IRF, DIGF, DIP, DLA, DOF, PSIMBF, SIGF, WDMMF, DF, DSRGF and DTCF, the Nominees for election as Board members of these Funds are:  Isabel P. Dunst, Robin A. Melvin and Roslyn M. Watson.  In addition, although he is currently a Board member of the respective Funds, Gordon J. Davis was not elected by shareholders of DIGF, DLA, PSIMBF, SIGF, WDMMF, DF, DSRGF and DTCF and, thus, is a Nominee for election as a Board member of such Funds.  With respect to DCM, DGCMF, DMCMP, DNYMCM, DTECMF, DTACM and DTPCM, the Nominees for election as Board members of these Funds are:  Gordon J. Davis, Whitney I. Gerard, and Nathan Leventhal.  In addition, although they are currently Board members of the respective Funds, Robin A. Melvin and Roslyn M. Watson were not elected by shareholders of DCM, DGCMF, DMCMP, DNYMCM, DTECMF, DTACM and DTPCM and, thus, are Nominees for election as Board members of such Funds.  George L. Perry, currently a Board member of ICAF, IPMMF, IRF, DIGF, DIP, DLA, DOF, PSIMBF, SIGF, WDMMF, DF, DSRGF and DTCF, will become an Emeritus Board member in January 2014 and is not a Nominee for election as a Board member of the Funds.
 
The persons named as proxies on the enclosed proxy card(s) will vote for the election of the Nominees unless authority to vote for any or all of the Nominees is withheld in the proxy.  Each Nominee elected will serve as an Independent Board member * (of the respective Fund commencing, subject to the discretion of the Board, on or about January 1, 2014 and until his or her successor is duly elected and qualified.  It is not contemplated that any Nominee will be unable to serve as a Board member for any reason, but, if that should occur prior to the Meeting, the proxy holders will vote for such other nominee or nominees as the Funds' Independent Board members may recommend.
_____________________
*
Gordon J. Davis will be deemed an interested Board member (as defined in the 1940 Act) of DIGF, DLA, WDMMF, DF, DSRGF and DTCF because his law firm provides legal services to such Funds. In addition, Isabel P. Dunst will be deemed an interested Board member (as defined in the 1940 Act) of the Funds because her law firm provides legal services to The Bank of New York Mellon Corporation and its affiliates.
 
 
Board's Oversight Role in Management .   Each Board's role in management of the Funds is oversight.  As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Funds, primarily Dreyfus, the Funds' investment adviser, and its affiliates, have responsibility for the day-to-day management of the Funds, which includes responsibility for risk management (including management of investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk).  As part of its oversight, each Board, acting at its scheduled meetings, or the Chairman, acting between Board meetings, regularly interacts with and receives reports from senior personnel of Dreyfus and its affiliates, service providers, including Dreyfus' Chief Investment Officer (or a senior representative of his office), the Funds' and Dreyfus' Chief Compliance Officer and portfolio management personnel.  Each Board's Audit Committee (which consists of all Independent Board members) meets during its regularly scheduled and special meetings, and between meetings the Audit Committee chair is available to the Funds' independent registered public accounting firm and the Funds' Chief Financial Officer.  Each Board also receives periodic presentations from senior personnel of Dreyfus and its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas, such as business continuity, anti-money laundering, personal trading, valuation, credit, investment research and securities lending.  As warranted, each Board also receives informational reports from the Board's independent legal counsel (and, if applicable, separate counsel to the Funds) regarding regulatory compliance and governance matters.  Each Board has adopted policies and procedures designed to address certain risks to the Funds.  In addition, Dreyfus and other service providers to the Funds have adopted a variety of policies, procedures and controls designed to address particular risks to the Funds.  Different processes, procedures and controls are employed with respect to different types of risks.  However, it is not possible to eliminate all of the risks applicable to the Funds, and the Boards' risk management oversight is subject to inherent limitations.
 
Board Composition and Leadership Structure .  The 1940 Act requires that at least 40% of each Fund's Board members be Independent Board members and as such are not affiliated with Dreyfus.  To rely on certain exemptive rules under the 1940 Act, a majority of the Funds' Board members must be Independent Board members, and for certain important matters, such as the approval of investment advisory agreements or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent Board members.  Currently, except for Gordon J. Davis and Isabel P. Dunst, all of the Funds' Board members who are expected to continue to serve as Board members from January 1, 2014, including the Chairman of the Boards, are Independent Board members.  The Boards have determined that their leadership structure, in which the Chairman of the Boards is not affiliated with Dreyfus, is appropriate in light of the specific characteristics and circumstances of the Funds, including, but not limited to:  (i) the services that Dreyfus and its affiliates provide to the Funds and potential conflicts of interest that could arise from these relationships; (ii) the extent to which the day-to-day operations of the Funds are conducted by Fund officers and employees of Dreyfus and its affiliates; and (iii) the Boards' oversight role in management of the Funds.
 
Information About the Experience, Qualifications, Attributes or Skills of Each Board Member and Nominee .  The following table presents information about the current Board members and Nominees, including their principal occupations and other public company board memberships and when they became a Board member of each Fund of which they are currently a Board member.  The address of each Board member and Nominee is c/o The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166.  Information about each Board member's and Nominee's ownership of shares of the Funds and other relevant information, including information about the Funds' officers, is set forth on Exhibit A to this Proxy Statement.
 
Name of Board Member or Nominee
Year of Birth
Position with Funds (Since)
Principal Occupation
During Past 5 Years
 
Other Public Company Board
Memberships During Past 5 Years
       
Nominees for CSF, ICAF, IPMMF, IRF, DIGF, DIP, DLA, DOF, PSIMBF, SIGF, WDMMF, DF, DSRGF and DTCF (and certain other Funds as indicated)
       
Independent Board Members      
       
Robin A. Melvin
1963
Board Member and Nominee
DCM (2010)
DGCMF (2010)
DMCMP (2010)
DNYMCM (2010)
DTECMF (2010)
DTACM (2010)
DTPCM (2010)
Board Member, Illinois Mentoring Partnership, non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois (April 2013 – present)
 
Director, Boisi Family Foundation, a private family foundation that supports youth-serving organizations that promote the self sufficiency of youth from disadvantaged circumstances (1995 – 2012)
 
Board member of 33 funds (49 if elected at the Meeting) in The Dreyfus Family of Funds (14 portfolios and 39 if elected at the Meeting)
       
Roslyn M. Watson
1949
Board Member and Nominee
DCM (2010)
DGCMF (2010)
DMCMP (2010)
DNYMCM (2010)
DTECMF (2010)
DTACM (2010)
DTPCM (2010)
Principal, Watson Ventures, Inc., a real estate investment company (1993 – present)
 
Board member of 13 funds (29 if elected at the Meeting) in The Dreyfus Family of Funds (35 portfolios and 60 if elected at the Meeting)
       
Interested Board Member      
       
Isabel P. Dunst
1947
Board Member
DCM (1991)
DGCMF (1991)
DMCMP (1991)
DNYMCM (1991)
DTECMF (1991)
DTACM (1991)
DTPCM (1991)
Partner in the law firm of Hogan Lovells LLP
 
Board member of 7 funds (23 if elected at the Meeting) in The Dreyfus Family of Funds (10 portfolios and 35 if elected at the Meeting)
 
Nominees for DCM, DGCMF, DMCMP, DNYMCM, DTECMF, DTACM and DTPCM
(and certain other Funds as indicated)
Independent Board Members
       
Whitney I. Gerard
1934
Board Member
CSF (2007)
ICAF (2003)
IPMMF (2003)
IRF (2008)
DIGF (1993)
DIP (2003)
DLA (1973)
DOF (2003)
PSIMBF (1989)
SIGF (1989)
WDMMF (1989)
DF (1973)
DSRGF (2003)
DTCF (2003)
Partner in the law firm of Chadbourne & Parke LLP
 
 
 
Board member of 16 funds (23 if elected at the Meeting) in The Dreyfus Family of Funds (25 portfolios and 35 if elected at the Meeting)
       
Nathan Leventhal
1943
Board Member
CSF (2013)
ICAF (2009)
IPMMF (2009)
IRF (2009)
DIGF (2009)
DIP (2009)
DLA (2009)
DOF (2009)
PSIMBF (2009)
SIGF (2009)
WDMMF (2009)
DF (2009)
DSRGF (2009)
DTCF (2009)
Chairman of the Avery Fisher Artist Program (1997 – present)
 
Commissioner, NYC Planning Commission (2007 – 2011)
 
 
 
Movado Group, Inc.,   Director   (2003 - present)
 
Board member of 27 funds (34 if elected at the Meeting) in The Dreyfus Family of Funds (39 portfolios and 49 if elected at the Meeting)
       
Interested Board Member
     
       
Gordon J. Davis
1941
Board Member and Nominee
DIGF (2012)
DLA (2012)
PSIMBF (2012)
SIGF (2012)
WDMMF (2012)
DF (2012)
DSRGF (2012)
DTCF (2012)
Board Member
CSF (2013)
ICAF (2012)
IPMMF (2012)
IRF (2012)
DIP (2012)
DOF (2012)
Partner in the law firm of Venable LLP (2012 – present)
 
Partner in the law firm of Dewey & LeBoeuf LLP (1994 – 2012)
 
Consolidated Edison, Inc., a utility company,   Director   (1997 – present)
 
The Phoenix Companies, Inc., a life insurance company,   Director   (2000 – present)
 
Board member of 29 funds (36 if elected at the Meeting) in The Dreyfus Family of Funds (49 portfolios and 59 if elected at the Meeting)
       
Current Board Members for all Funds
       
Joseph S. DiMartino
1943
Chairman of the Boards
CSF (2002)
DCM (1995)
DGCMF (1995)
ICAF (2002)
IPMMF (1997)
IRF (2008)
DIGF (1995)
DIP (1998)
DLA (1995)
DMCMP (1995)
DNYMCM (1995)
DOF (2000)
PSIMBF (1995)
SIGF (1995)
DTECMF (1995)
DTACM (1995)
DTPCM (1995)
WDMMF (1995)
DF (1995)
DSRGF (1995)
DTCF (1995)
Corporate Director and Trustee
 
CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997 – present)
 
The Newark Group, a provider of a national market of paper recovery facilities, paperboard mills and paperboard converting plants, Director (2000 – 2010)
 
Sunair Services Corporation, a provider of certain outdoor-related services to homes and businesses, Director
        (2005 – 2009)
 
Board member of 68 funds in The Dreyfus Family of Funds (140 portfolios)
       
Benaree Pratt Wiley
1946
Board Member
CSF (2013)
DCM (2007)
DGCMF (2007)
ICAF (2009)
IPMMF (2009)
IRF (2009)
DIGF (2009)
DIP (2009)
DLA (2009)
DMCMP (2007)
DNYMCM (2007)
DOF (2009)
PSIMBF (2009)
SIGF (2009)
DTECMF (2007)
DTACM (2007)
DTPCM (2007)
WDMMF (2009)
DF (2009)
DSRGF (2009)
DTCF (2009)
Principal, The Wiley Group, a firm specializing in strategy and business development (2005 – present)
 
CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies,   Director   (2008 - present)
 
Board member of 29 funds in The Dreyfus Family of Funds (60 portfolios)
       
Current Board Member for ICAF, IPMMF, IRF, DIGF, DIP, DLA, DOF, PSIMBF, SIGF, WDMMF, DF, DSRGF and DTCF
       
George L. Perry
1934
Board Member
ICAF (2003)
IPMMF (2003)
IRF (2008)
DIGF (1992)
DIP (2003)
DLA (1989)
DOF (2003)
PSIMBF (1990)
SIGF (1990)
WDMMF (1990)
DF (1989)
DSRGF (2003)
DTCF (2003)
Economist and Senior Fellow at The Brookings Institution
 
Board member of 15 funds in The Dreyfus Family of Funds (23 portfolios)
 
Each Board member has been a Dreyfus Family of Funds Board member for over ten years.  Additional information about each Nominee and Board member follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each Nominee or Board member possesses which the Board believes have prepared them to be effective Board members.  The Boards believe that the significance of each Board member's experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Board member may not have the same value for another) and that these factors are best evaluated at the Board level, with no single Board member, or particular factor, being indicative of Board effectiveness.  However, the Boards believe that Board members need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; the Boards believe that their members and Nominees satisfy this standard.  Experience relevant to having this ability may be achieved through a Board member's educational background; business, professional training or practice ( e.g. , medicine, accounting or law), public service or academic positions; experience from service as a board member (including the Boards for the Funds) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences.  The charter for the Boards' nominating committees contains certain other factors considered by the committees in identifying and evaluating potential Board member nominees.  To assist them in evaluating matters under federal and state law, the Board members are counseled by their independent legal counsel, who participates in Board meetings and interacts with Dreyfus, and also may benefit from information provided by Dreyfus' counsel; counsel to the Funds and to the Boards have significant experience advising funds and fund board members.  The Boards and their committees have the ability to engage other experts as appropriate.  Each Board evaluates its performance on an annual basis.
 
Independent Board Members
 
·
Joseph S. DiMartino – Mr. DiMartino has been the Chairman of the Boards of the funds in The Dreyfus Family of Funds for over 15 years.  From 1971 through 1994, Mr. DiMartino served in various roles as an employee of Dreyfus (prior to its acquisition by a predecessor of The Bank of New York Mellon Corporation ("BNY Mellon") in August 1994 and related management changes), including portfolio manager, President, Chief Operating Officer and a director.  He ceased being an employee or director of Dreyfus by the end of 1994.  From July 1995 to November 1997, Mr. DiMartino served as Chairman of the Board of The Noel Group, a public buyout firm; in that capacity, he helped manage, acquire, take public and liquidate a number of operating companies.  From 1986 to 2010, Mr. DiMartino served as a Director of the Muscular Dystrophy Association.
   
·
Whitney I. Gerard   – Mr. Gerard is a partner in the law firm of Chadbourne & Parke LLP, where his practice focuses on the representation and counseling of international companies and individuals doing business and/or engaged in litigation in the United States.
   
·
Nathan Leventhal   – Mr. Leventhal was previously a Commissioner of the New York City Planning Commission.  Previously, Mr. Leventhal served in a number of senior positions in New York City Government, including Fiscal Director of the Human Resources Administration and Chief of Staff to Mayor John V. Lindsay, Deputy Mayor to Mayor Ed Koch, and Transition Chairman for both Mayors David Dinkins and Michael Bloomberg.  Mr. Leventhal is a former partner in the law firm Poletti Freidin Prashker Feldman & Gartner.  In the not-for-profit sector, Mr. Leventhal served for 17 years as President of Lincoln Center for the Performing Arts, where he is now President Emeritus and Chairman of the Avery Fisher Artist Program
   
·
Robin A. Melvin   – Ms. Melvin is a Board member of Illinois Mentoring Partnership, a non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois.  Ms. Melvin served as a Director of the Boisi Family Foundation, a private family foundation that supports organizations serving the needs of youth from disadvantaged circumstances, from 1995 to 2012.  In that role she also managed the Boisi Family Office, providing the primary interface with all investment managers, legal advisors and other service providers to the family.  She has also served in various roles with MENTOR, a national non-profit youth mentoring advocacy organization, including Executive Director of the New York City affiliate, Vice President of the national affiliate network, Vice President of Development, and, immediately prior to her departure, Senior Vice President in charge of strategy.  Prior to that, Ms. Melvin served as an investment banker with Goldman Sachs Group, Inc.
   
·
George L. Perry   – Dr. Perry is an Economist and Senior Fellow at The Brookings Institution.  Dr. Perry was the founder and long time director of the Brookings Panel on Economic Activity and editor of its journal, the Brookings Papers.  Dr. Perry is a Director Emeritus of and a consultant to the State Farm Mutual Automobile Association and State Farm Life Insurance Company.  Prior to joining the Brookings Institution, Dr. Perry served as the Senior Economist to the President's Council of Economic Advisers and was a professor of economics at the University of Minnesota.
   
·
Roslyn M. Watson   – Ms. Watson has been a business entrepreneur in commercial and residential real estate for over 15 years.  Ms. Watson currently serves as President and Founder of Watson Ventures, Inc. a real estate development investment firm, and her current board memberships include American Express Bank, FSB, The Hyams Foundation, Inc., Pathfinder International and Simmons College.  Previously, she held various positions in the public and private sectors, including General Manager for the Massachusetts Port Authority.  She has received numerous awards, including the Woman of Achievement award from the Boston Big Sister Association and the Working Woman of the Year Award from Working Woman Magazine.
   
·
Benaree Pratt Wiley   – Ms. Wiley is a Principal of The Wiley Group, a firm specializing in personnel strategy, talent management and leadership development primarily for global insurance and consulting firms.  Prior to that, Ms. Wiley served as the President and Chief Executive Officer of The Partnership, Inc., a talent management organization for multicultural professionals in the greater Boston region.  Ms. Wiley currently serves on the board of Blue Cross Blue Shield of Massachusetts and is chair of the advisory board of PepsiCo African-American, and she has served on the boards of several public companies and charitable organizations.
   
Interested Board Members
   
·
Gordon J. Davis   – Mr. Davis is a partner in the law firm of Venable LLP where his practice focuses on complex real estate, land use development and related environmental matters; state and municipal authorities and financings; and cultural and not-for-profit organizations.  Prior to joining the firm in 2012, Mr. Davis served as a partner in the law firm of Dewey & LeBoeuf LLP from 1994 until 2012.  Mr. Davis also served as a Commissioner and member of the New York City Planning Commission, and as Commissioner of Parks and Recreation for the City of New York.  Mr. Davis was a co-founder of the Central Park Conservancy and the founding Chairman of Jazz at the Lincoln Center for the Performing Arts in New York City.  He has also served as President of Lincoln Center.  Mr. Davis also served on the board of Dreyfus (prior to its acquisition by a predecessor of BNY Mellon in August 1994 and related management changes).  He currently serves as a Director of The Phoenix Companies, Inc., a life insurance company.
   
·
Isabel P. Dunst   – Ms. Dunst has been practicing law for almost 40 years.  Half of her career was spent at the U.S. Department of Health and Human Services, including serving as the Deputy General Counsel of that agency, the senior career legal position.  Ms. Dunst has been a partner for approximately 20 years in the Washington based international law firm of Hogan Lovells, which she joined in 1990.
 
Evaluation of Potential Nominees/Diversity .  In addition to the general experience, qualifications, attributes or skills described above, a Fund's Nominating Committee (see "Fund Board Committees" below) may consider whether a potential nominee's professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board's membership and collective attributes.  Such considerations will vary based on the Board's existing membership and other factors, such as the strength of a potential nominee's overall qualifications relative to diversity considerations.  The Funds' Nominating Committee Charter contains certain other factors considered by the Committee in identifying and evaluating potential nominees (including any nominees recommended by shareholders as provided in the Nominating Committee Charter).  A copy of the Funds' Nominating Committee Charter and Procedures is not available on the Funds' or Dreyfus' website, but is attached as Exhibit B to this Proxy Statement.
 
Compensation .  Each Fund typically pays its Board members its allocated portion of an annual retainer and a fee per meeting attended for the Fund and other funds in The Dreyfus Family of Funds, and reimburses them for their expenses.  The Chairman of the Boards receives an additional 25% of such compensation.  For information on the amount of compensation paid to each current Board member by a Fund for the Fund's last fiscal year, and paid by all funds in The Dreyfus Family of Funds for which such person was a Board member for the year ended December 31, 2012, see Exhibit A to this Proxy Statement.
 
Board Member Emeritus Program .  The Boards have adopted an Emeritus Program to provide Board members who have served on the Board of one or more funds in The Dreyfus Family of Funds for an extended period of time and who have attained a certain age a means for assuming a less demanding role with the Fund while maintaining an ongoing relationship with the Fund.  The Boards have determined that the continued wise guidance and input such experienced Board members can provide merited the establishment of the Program.  Under the Board Member Emeritus Program, for a Board member who currently serves on the Board of any fund in The Dreyfus Family of Funds, upon reaching age 72, such Board member is entitled to elect Emeritus status with respect to each Fund if he or she has served on the Board of a Fund for at least 10 years.  Upon reaching age 80, Emeritus status is mandatory and becomes effective immediately, unless the Board member chooses to retire at that time.  The 10-year pre-requisite for service as a Fund Board member will be waived for a Board member who reaches age 80 but has not served as a Board member of a Fund for at least 10 years.
 
An Emeritus Board member is permitted to serve as such for a maximum of 10 years from the date Emeritus status is achieved.  An Emeritus Board member:  (i) does not have voting rights with respect to matters pertaining to a Fund, and is relieved of all formal responsibilities with respect to the Fund; (ii) may attend all Board meetings, but is under no fiduciary obligation with respect to a Fund; (iii) is not subject to election by Fund shareholders; and (iv) is eligible to be indemnified to the fullest extent permitted under a Fund's governing documents, as amended from time to time.
 
Emeritus Board members are entitled to receive an annual retainer of one-half the amount paid as a retainer at the time the Board member achieves Emeritus status and one-half the per meeting attendance fee in effect on the date of the meeting attended by the Emeritus Board member.  Emeritus Board members are reimbursed for reasonable expenses incurred in connection with attending Board meetings.
 
Fund Board Committees .  Each Fund has a standing Audit Committee, Nominating Committee, Compensation Committee and Litigation Committee, each of which is comprised of the Fund's Independent Board members.  Each Fund also has a Pricing/Valuation Committee comprised of any one or more of the Board members, the function of which is to assist in valuing the Fund's investments.  For information on the number of committee meetings held during each Fund's last fiscal year, see Exhibit A to this Proxy Statement.
 
The function of each Fund's Audit Committee is to (i) oversee the Fund's accounting and financial reporting processes and the audits of the Fund's financial statements and (ii) assist in the Board's oversight of the integrity of the Fund's financial statements, the Fund's compliance with legal and regulatory requirements and the independent registered public accounting firm's qualifications, independence and performance.
 
Each Fund's Nominating Committee is responsible for selecting and nominating persons as members of the Board for election or appointment by the Board and for election by shareholders.  In evaluating potential nominees, including any nominees recommended by shareholders, the Nominating Committee takes into consideration various factors listed in the Nominating Committee Charter.  The Nominating Committee will consider recommendations for nominees from shareholders submitted to the Secretary of the Dreyfus Family of Funds, c/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 7th Floor East, New York, New York 10166, which include information regarding the recommended nominee as specified in the Nominating Committee Charter.
 
The function of each Fund's Compensation Committee is to establish the appropriate compensation for serving on the Board.
 
Each Fund's litigation committee seeks to address any potential conflicts of interest between the Fund and Dreyfus in connection with any potential or existing litigation or other legal proceeding relating to securities held by the Fund and held or otherwise deemed to have a beneficial interest held by Dreyfus or its affiliate.
 
Required Vote
 
For each Fund, the election of a Nominee requires the affirmative vote of a plurality of votes cast at the 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 registered public accounting firm (the "independent auditors") be selected by a majority of the Independent Board members of the Fund.  One of the purposes of each Fund's Audit Committee is to recommend to the Fund's Board the selection, retention or termination of the independent auditors for the Fund.  Each Fund's Audit Committee recommended, and each Fund's Board, including a majority of its Independent Board members, approved, the selection of Ernst & Young LLP ("Ernst & Young") as such Fund's independent auditors for the Fund's current fiscal year.  Representatives of Ernst & Young are expected to be present at the Meeting and will have an opportunity to make a statement (if the representatives so desire) and to respond to appropriate questions.
 
Information regarding the audit and non-audit fees that the Funds were billed by their independent auditors for the Funds' last two fiscal years is set forth in Exhibit A to this Proxy Statement.
 
Investment Adviser, Distributor and Transfer Agent
 
Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as each Fund's investment adviser.
 
MBSC Securities Corporation (the "Distributor"), a wholly-owned subsidiary of Dreyfus with principal offices at 200 Park Avenue, New York, New York 10166, serves as each Fund's distributor (i.e., principal underwriter).
 
Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus with principal offices at 200 Park Avenue, New York, New York 10166, serves as each Fund's transfer and dividend disbursing agent.
 
Proxies, Quorum and Voting at the Meeting
 
Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon, and if no voting instructions are given, shares will be voted "FOR" the proposal.  Any shareholder giving a proxy may revoke it at any time before it is exercised by submitting to the Fund a written notice of revocation or a subsequently executed proxy, by calling the toll-free telephone number, through the Internet or by attending the Meeting and voting in person.  If a proxy is properly executed and returned accompanied by instructions to withhold authority to vote or represents a broker "non-vote" (that is, a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote Fund shares and the broker or nominee does not have a discretionary power to vote on the proposal) (together, "abstentions"), the Fund shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business.  Abstentions will not constitute a vote "FOR" a Nominee.
 
A quorum is constituted for the Fund by the presence in person or by proxy of the holders of 30%, in the case of CSF, DCM, DGCMF, ICAF, IPMMF, IRF, DIP, DMCMP, DNYMCM, DOF, PSIMBF, SIGF, DTECMF, DTACM and DTPCM, or 33-1/3%, DIGF, DLA, WDMMF, DSRGF, DF and DTCF, of the Fund's outstanding shares entitled to vote at the Meeting.  If a quorum is not present at the Meeting for a Fund, the persons named as proxies may propose one or more adjournments of the Meeting with respect to that Fund to permit further solicitation of proxies.  Any adjournment will require the affirmative vote of a majority of those shares represented at the Meeting in person or by proxy.
 
With respect to 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 proportion 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 proportion as it votes the shares for which properly conveyed instructions are timely received from other Dreyfus IRA shareholders.
 
Shares of DIP and DSRGF have been offered only to separate accounts established by insurance companies ("Participating Insurance Companies") to fund variable annuity contracts and variable life insurance policies (collectively referred to as the "Policies").  As the owner of all of the assets held in such separate accounts, the Participating Insurance Companies are the record owners of such Fund's shares.  However, pursuant to applicable laws, Fund shares held in a separate account which are attributable to Policies will be voted by the relevant Participating Insurance Company in accordance with instructions received from the holders of the Policies ("Policyowners").  Participating Insurance Companies have agreed to solicit instructions from Policyowners holding Fund shares in the relevant separate account as of the record date of the Meeting and to vote by proxy the shares at the Meeting according to such instructions.  To be effective, voting instructions must be received by Participating Insurance Companies prior to the close of business on December 5, 2013.  Such instructions may be revoked at any time prior to the Meeting either by written notice of revocation or another voting instructions form delivered to the relevant Participating Insurance Company.  Participating Insurance Companies will vote by proxy (i) Fund shares as to which no timely instructions are received, (ii) Fund shares owned exclusively by the relevant Participating Insurance Company or its affiliates and (iii) Fund shares held in the separate account representing charges imposed by the relevant Participating Insurance Company against the separate account in the same proportions as the voting instructions received from Policyowners.  Additional information regarding voting instruction rights is provided in the prospectus or statement of additional information for the Policies.
 
Methods of Solicitation and Expenses
 
The cost of preparing, assembling and mailing this Proxy Statement and the attached Notice of Special Meetings of Shareholders and the accompanying proxy card(s), which is expected to total approximately $729,613, will be borne pro rata by each Fund.  In addition to the use of the mail, proxies may be solicited personally or by telephone, and the Funds may pay persons holding Fund shares in their names or those of their nominees for their expenses in sending soliciting materials to their principals.  The Funds will retain D.F. King & Co., Inc. to assist in the solicitation of proxies, which is expected to cost approximately $557,305, plus any out of pocket expenses, such cost to be borne pro rata by each Fund.  For Funds with an expense limitation in effect, Dreyfus may bear all or a portion of such Funds' expenses with respect to the Meeting.
 
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 Proxy Statement and proxy card.  Within 72 hours of receiving a shareholder's telephonic or electronically transmitted voting instructions, a confirmation will be sent to the 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.
 
OTHER MATTERS
 
No Fund's Board is aware of any other matters which may come before the Meeting.  However, should any such matters properly come before the Meeting, it is the intention of the persons named in the accompanying form of proxy to vote proxies in accordance with their judgment on such matters.
 
Under the proxy rules of the Securities and Exchange Commission (the "SEC"), shareholder proposals meeting requirements contained in those rules may, under certain conditions, be included in the Funds' proxy materials for a particular meeting of shareholders.  One of these conditions relates to the timely receipt by a Fund of any such proposal.  Since the Funds do not have regular annual meetings of shareholders, under these rules, proposals submitted for inclusion in the proxy materials for a particular meeting must be received by a Fund a reasonable time before the solicitation of proxies for the meeting is made.  The fact that a Fund receives a shareholder proposal in a timely manner does not ensure its inclusion in proxy materials since there are other requirements in the proxy rules relating to such inclusion.
 
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
 
Please advise the appropriate Fund, in care of Dreyfus Institutional Department, P.O. Box 9882, Providence, Rhode Island  02940-8082, whether other persons are the beneficial owners of Fund shares for which proxies are being solicited from you, and, if so, the number of copies of this 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, SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING(S) IN PERSON ARE URGED TO COMPLETE, SIGN, DATE AND RETURN EACH PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
 
 
Dated:  October 18, 2013
 
SCHEDULE 1
 
The following is a list of times at which each Fund's Meeting will be held.  With respect to those Funds that are series funds, the list also identifies each such Fund's series.
 
Name of Fund
Time of Shareholder Meeting
   
CitizensSelect Funds
- CitizensSelect Prime Money Market Fund ("CSPMMF")
- CitizensSelect Treasury Money Market Fund ("CSTMMF")
10:00 a.m.
 
 
   
Dreyfus Cash Management
2:00 p.m.
   
Dreyfus Government Cash Management Funds
- Dreyfus Government Cash Management ("DGCM")
- Dreyfus Government Prime Cash Management ("DGPCM")
2:00 p.m.
   
Dreyfus Institutional Cash Advantage Funds
- Dreyfus Institutional Cash Advantage Fund ("DICAF")
10:00 a.m.
   
Dreyfus Institutional Preferred Money Market Funds
- Dreyfus Institutional Preferred Money Market Fund ("DIPMMF")
- Dreyfus Institutional Preferred Plus Money Market Fund ("DIPPMMF")
10:00 a.m.
   
Dreyfus Institutional Reserves Funds
- Dreyfus Institutional Reserves Money Fund ("DIRMF")
- Dreyfus Institutional Reserves Treasury Fund ("DIRTF")
- Dreyfus Institutional Reserves Treasury Prime Fund ("DIRTPF")
10:00 a.m.
   
Dreyfus Investment Grade Funds, Inc.
- Dreyfus Inflation Adjusted Securities Fund ("DIASF")
- Dreyfus Intermediate Term Income Fund ("DITIF")
- Dreyfus Short Term Income Fund ("DSTIF")
10:00 a.m.
   
Dreyfus Investment Portfolios
- Core Value Portfolio ("CVP")
- MidCap Stock Portfolio ("MSP")
- Small Cap Stock Index Portfolio ("SCSIP")
- Technology Growth Portfolio ("TGP")
10:00 a.m.
   
Dreyfus Liquid Assets, Inc.
10:00 a.m.
   
Dreyfus Municipal Cash Management Plus
2:00 p.m.
   
Dreyfus New York Municipal Cash Management
2:00 p.m.
   
Dreyfus Opportunity Funds
- Dreyfus Natural Resources Fund ("DNRF")
10:00 a.m.
   
Dreyfus Premier Short-Intermediate Municipal Bond Fund
- Dreyfus Short-Intermediate Municipal Bond Fund ("DSIMBF")
10:00 a.m.
   
Dreyfus Short-Intermediate Government Fund
10:00 a.m.
   
Dreyfus Tax Exempt Cash Management Funds
- Dreyfus Tax Exempt Cash Management ("DTECM")
- Dreyfus California AMT-Free Municipal Cash Management ("DCAMTCM")
- Dreyfus New York AMT-Free Municipal Cash Management ("DNYAMTCM")
2:00 p.m.
   
Dreyfus Treasury & Agency Cash Management
2:00 p.m.
   
Dreyfus Treasury Prime Cash Management
2:00 p.m.
   
Dreyfus Worldwide Dollar Money Market Fund, Inc.
10:00 a.m.
   
The Dreyfus Fund Incorporated
10:00 a.m.
   
The Dreyfus Socially Responsible Growth Fund, Inc.
10:00 a.m.
   
The Dreyfus Third Century Fund, Inc.
10:00 a.m.
   
 
 
SCHEDULE 2
 
Set forth below for each Fund is information as to the number of shares of the Fund outstanding and those shareholders, if any, known by the Fund to own of record or beneficially 5% or more of a class of the Fund's outstanding voting securities (including series thereof) as of September 3, 2013.
 
Name of Fund and
Number of Shares Outstanding
Name and Address of Shareholder
Amount of
Shares Held
Percentage of
Shares Held
   
CSF:
         
    CSPMMF–Class A
    113,076,623.440
Citizens Bank
c/o Investment Management Serv.
870 Westminster Street
Providence, RI 02903-4089
85,168,917.360
 
75.3197%
 
 
National Financial Services LLC
For The Exclusive Benefit of Our Customers
200 Liberty Street
One World Financial Center
New York, NY 10281
26,767,714.010
 
23.6722%
 
    CSPMMF–Class B
    75,688,750.880
 
Citizens Bank
c/o Investment Management Serv.
870 Westminster Street
Providence, RI 02903-4089
29,902,493.840
 
39.5072%
 
 
Citizens Investment Services
Corp-Sweep PA Citizens Bank
Cash Mgmt. Oper.
1 Citizens Drive
Mail Stop ROP140
Riverside, RI 02915-3019
27,683,956.950
 
36.5761%
 
 
National Financial Services LLC
For The Exclusive Benefit of Our Customers
200 Liberty Street
One World Financial Center
New York, NY 10281
9,348,377.930
 
12.3511%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
8,022,745.260
 
10.5997%
 
    CSPMMF–Class C
   20,235,098.330
Citizens Bank
c/o Investment Management Serv.
870 Westminster Street
Providence, RI 02903-4089
12,859,493.100
 
63.5504%
 
 
National Financial Services LLC
For The Exclusive Benefit of Our Customers
200 Liberty Street
One World Financial Center
New York, NY 10281
7,337,271.330
 
36.2601%
 
    CSPMMF–Class D
    20,780,878.720
National Financial Services LLC
For The Exclusive Benefit of Our Customers
200 Liberty Street
One World Financial Center
New York, NY 10281
20,780,878.720
 
100.0000%
 
    CSTMMF–Class A
    178,695,803.700
Citizens Bank
c/o Investment Management Serv.
870 Westminster Street
Providence, RI 02903-4089
169,373,310.390
 
94.7830%
 
    CSTMMF–Class B
    174,368,026.290
Citizens Bank
c/o Investment Management Serv.
870 Westminster Street
Providence, RI 02903-4089
152,757,840.730
 
87.6066%
 
 
National Financial Services LLC
For The Exclusive Benefit of Our Customers
200 Liberty Street
One World Financial Center
New York, NY 10281
12,898,539.950
 
7.3973%
 
    CSTMMF–Class C
    8,918,391.330
Citizens Bank
c/o Investment Management Serv.
870 Westminster Street
Providence, RI 02903-4089
7,647,337.390
 
85.7479%
 
 
National Financial Services LLC
For The Exclusive Benefit of Our Customers
200 Liberty Street
One World Financial Center
New York, NY 10281
1,271,053.940
 
14.2521%
 
    CSTMMF–Class D
     424,324.960
National Financial Services LLC
For The Exclusive Benefit of Our Customers
200 Liberty Street
One World Financial Center
New York, NY 10281
424,324.960
 
100.0000%
 
   
    DCM–Administrative
    1,295,474,871.848
American Enterprise Investment Services Inc.
Brokerage Cashiering
5413 Ameriprise Financial Center
Minneapolis, MN 55474-0001
758,324,864.640
 
58.5364%
 
 
The Bank of New York Mellon
One Wall Street, 17th Floor
New York, NY 10286-0001
182,531,426.350
 
14.0899%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
118,188,215.320
 
9.1232%
 
 
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
87,435,680.020
 
6.7493%
 
    DCM–Agency
    160,169,547.940
Mellon Financial Corporation
Mellon Client Service Center
500 Ross Street
Room 154-0980
Pittsburgh, PA 15262-0001
130,794,000.000
 
81.6597%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
23,626,630.560
 
14.7510%
 
    DCM–Institutional
    20,735,048,976.840
Boston Safe Deposit & Trust
Mellon Bank
P.O. Box 534005
Pittsburgh, PA 15253-4005
9,021,302,840.790
 
43.5075%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
2,596,581,770.290
 
12.5227%
 
    DCM–Investor
    2,269,876,332.070
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
1,128,306,722.550
 
49.7079%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
612,709,124.040
 
26.9931%
 
 
BNY (OCS) Nominees Limited
1 Canada Square
London UK E14 5AL
208,757,806.820
 
9.1969%
 
    DCM–Participant
    785,299,436.690
ICMA-RC Services LLC
Fin Ops
777 North Capitol Street
Washington, DC 20002-4239
197,705,646.550
 
25.1758%
 
 
First Republic Bank
Investment Division
111 Pine Street
San Francisco, CA 94111-5628
134,255,357.810
 
17.0961%
 
 
MSCS Financial Services LLC
700 17th Street
Third Floor
Denver, CO 80202-3502
107,406,065.280
 
13.6771%
 
 
WTRISC CO IRA Omnibus Acct
c/o ICMA Retirement Corporation
777 North Capitol Street NE
Washington, DC 20002-4239
82,871,785.170
 
10.5529%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
71,991,914.600
 
9.1674%
 
 
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
55,324,781.860
 
7.0451%
 
   
DGCMF:
         
    DGCM–Administrative
    706,424,467.360
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
307,531,683.260
 
43.5336%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
180,709,793.320
 
25.5809%
 
    DGCM–Agency
    101,197,801.190
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
100,842,829.520
 
99.6492%
 
    DGCM–Institutional
    11,927,654,267.850
Boston Safe Deposit & Trust
Mellon Bank
P.O. Box 534005
Pittsburgh, PA 15253-4005
4,892,023,340.150
 
41.0141%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
2,323,439,695.930
 
19.4794%
 
    DGCM–Investor
    1,773,052,234.210
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
1,034,330,594.700
 
58.3362%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
444,070,891.350
 
25.0456%
 
 
Morgan Stanley & Co.
Harborside Financial Center Plaza 2
3rd Floor
Jersey City, NJ 07311
108,184,656.800
 
6.1016%
 
 
Union Bank Tr. Nominee
FBO Cash Management Sweeps
P.O. Box 85484
San Diego, CA 92186-5484
103,820,026.790
 
5.8554%
 
    DGCM–Participant
    207,966,222.740
Lazard Capital Markets LLC
Special Custody Account for the Exclusive Benefit of Customers
30 Rockefeller Plaza, Floor 19
New York, NY 10112-0015
79,430,037.330
 
38.1937%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
37,184,101.830
 
17.8799%
 
 
BNP Paribas Prime Brokerage, Inc.
787 7th Avenue, 8th Floor
New York, NY 10019-6018
13,660,197.540
 
6.5685%
 
    DGPCM–Administrative
    472,373,298.440
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
43,922,867.700
 
9.2983%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
26,588,807.440
 
5.6288%
 
 
Sunchase Investment LLC
5665 N. Scottsdale Road, Suite 135
Scottsdale, AZ 85250-5912
24,356,015.620
 
5.1561%
 
    DGPCM–Agency
    13,802,533.740
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
13,802,459.300
 
99.9995%
 
    DGPCM–Institutional
    3,395,564,694.960
Boston Safe Deposit & Trust
Mellon Bank
P.O. Box 534005
Pittsburgh, PA 15253-4005
2,042,909,126.860
 
60.1640%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
888,329,624.130
 
26.1615%
 
 
BNY (OCS) Nominees Limited
1 Canada Square
London UK E14 5AL
195,815,601.790
 
5.7668%
 
    DGPCM–Investor
    505,575,683.860
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
255,026,336.530
 
50.4428%
 
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
97,754,089.330
 
19.3352%
 
    DGPCM–Participant
    229,144,789.310
Jefferies LLC
Money Markets
101 Hudson Street, Floor 11
Jersey City, NJ 07302-3885
97,964,601.930
 
42.7523%
 
 
First Republic Bank
Investment Division
111 Pine Street
San Francisco, CA 94111-5628
63,093,366.600
 
27.5343%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
37,569,654.740
 
16.3956%
 
 
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
23,369,533.440
 
10.1986%
 
   
ICAF:
         
    DICAF–Administrative Advantage
    460,448,822.920
Amalgamated Bank
275 Seventh Avenue
New York, NY 10001-6708
363,204,972.440
 
78.8806%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
96,561,517.630
 
20.9712%
 
    DICAF–Participant Advantage
    53,267,181.520
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
21,280,477.960
 
39.9504%
 
 
Jefferies LLC
FBO The 144A Master Fund LP
101 Hudson Street, Floor 11
Jersey City, NJ 07302-3915
19,609,556.250
 
36.8136%
 
 
Wilmington Trust RISC TTEE FBO First National Bank Alaska Profit Sharing & 401(k) Plan
P.O. Box 52129
Phoenix, AZ 85072-2129
12,377,147.310
 
23.2360%
 
    DICAF–Institutional Advantage
    24,052,148,522.590
Mellon Private Wealth Management
P.O. Box 534005
Pittsburgh, PA 15253-4005
4,820,624,528.170
 
20.0424%
 
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
4,016,079,943.580
 
16.6974%
 
 
The Bank of New York Mellon
One Wall Street, 17th Floor
New York, NY 10286-0001
3,871,312,649.150
 
16.0955%
 
 
J P Morgan Clearing Corp. (GAMA)
One Metrotech Center North
Brooklyn, NY 11201
1,551,137,364.710
 
6.4491%
 
 
Chicago Mercantile Exchange Inc.
Customer Segregated Acct
20 S. Wacker Drive
Chicago, IL 60606-7431
1,250,427,385.910
 
5.1988%
 
    DICAF–Investor Advantage
    16,143,958.490
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
7,772,309.420
 
48.1438%
 
 
Wells Fargo Bank FBO Various Retirement Plans
1525 West Wt Harris Boulevard
Charlotte, NC 28288-1076
3,202,119.870
 
19.8348%
 
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Money Market Funds Omnibus
200 N College Street, Floor 3
Charlotte, NC 28202-2191
1,689,012.380
 
10.4622%
 
 
Mid Atlantic Capital Corporation
1251 Waterfront Place
Suite 510
Pittsburgh, PA 15222-4228
1,637,176.530
 
10.1411%
 
 
Mid Atlantic Trust Company FBO Brewer Science Inc. 401k Plan
1251 Waterfront Place
Suite 525
Pittsburgh, PA 15222-4228
1,243,577.270
 
7.7031%
 
 
 
IPMMF:
         
    DIPMMF–Prime
    7,768,624,282.450
The Bank of New York Mellon
One Wall Street, 17th Floor
New York, NY 10286-0001
2,963,819,621.090
 
38.1512%
 
 
UTIMCO
401 Congress Avenue
Suite 2800
Austin, TX 78701-3794
2,316,811,617.830
 
29.8227%
 
 
Kuwait Investment Authority
Acting for the Government of the State of Kuwait
Ministries Complex Block 3
P.O. Box 64
Safat, Kuwait 13001
1,002,071,594.480
 
12.8990%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
527,645,982.080
 
6.7920%
 
    DIPMMF–Reserve
    585,737,460.050
Comerica Bank
201 W. Fort Street, 3rd Floor
MC3089
Detroit, MI 48226
585,367,518.360
 
99.9368%
 
    DIPPMMF
    1,063,019,147.590
Bost & Co.
c/o Mellon Financial Corp
3 Mellon Center
Pittsburgh, PA 15259-0001
894,760,146.400
 
84.1716%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
168,259,000.000
 
15.8284%
 
   
IRF:
         
    DIRMF–Institutional
    1,073,766,852.860
The Bank of New York Mellon
One Wall Street, 17th Floor
New York, NY 10286-0001
576,730,349.970
 
53.7109%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
491,999,533.370
 
45.8200%
 
    DIRMF–Hamilton
    1,370,908,991.880
The Bank of New York Mellon
One Wall Street, 17th Floor
New York, NY 10286-0001
571,268,611.440
 
41.6708%
 
 
M&T Trust Company of Delaware
Grange Primary Trust
Mail Code: DE3-C050
1100 N. Market Street, 5th Floor
Wilmington, DE 19890-0001
400,000,000.000
 
29.1777%
 
 
The Bank of New York Mellon
One Wall Street, 17th Floor
New York, NY 10286-0001
350,994,831.920
 
25.6031%
 
    DIRMF–Agency
    12,815,431.520
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
12,815,431.520
 
100.0000%
 
DIRMF–Premier
450,920,769.830
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
175,656,722.530
 
38.9551%
 
 
BNY (OCS) Nominees Limited
1 Canada Square
London UK E14 5AL
174,274,326.290
 
38.6485%
 
 
The Bank of New York Mellon
One Wall Street, 17th Floor
New York, NY 10286-0001
54,689,966.390
 
12.1285%
 
 
Mac & Co.
P.O. Box 534005
Pittsburgh, PA 15253-4005
36,296,999.590
 
8.0495%
 
    DIRMF–Classic
    173,640,150.290
BNY Mellon, N.A. As Agent For Sandler Investment Partners
711 5th Avenue, Floor 15
New York, NY 10022-3115
22,467,288.080
 
12.9390%
 
 
BNY Mellon, N.A. As Agent For Kissinger Associates Inc.
350 Park Avenue, Floor 26
New York, NY 10022-6085
19,278,104.720
 
11.1023%
 
 
The Bank of NY Mellon As Agent For Plumbers Local Union No 1 Vacation and Holiday Fund
158-20 George Meany Boulevard
Howard Beach, NY 11414
14,331,419.480
 
8.2535%
 
 
The Bank of NY Mellon As Agent For Ttees of Hamilton College
198 College Hill Road
Clinton, NY 13323-1295
11,936,329.850
 
6.8742%
 
 
BNY Mellon, N.A. As Agent For Edgewood Management LLC
535 Madison Avenue, Floor 15
New York, NY 10022-4274
9,134,932.190
 
5.2608%
 
    DIRTF–Institutional
    104,522,787.140
Wells Fargo Bank NA FBO
AK Steel Corp Veba Uswa Ashland
P.O. Box 1533
Minneapolis, MN 55480
62,532,525.420
 
59.8267%
 
 
Mac & Co.
P.O. Box 534005
Pittsburgh, PA 15253-4005
29,789,770.540
 
28.5007%
 
 
BNY (OCS) Nominees Limited
1 Canada Square
London UK E14 5AL
7,254,192.450
 
6.9403%
 
DIRTF–Hamilton
136,728,493.960
 
The Bank of New York Mellon
One Wall Street, 17th Floor
New York, NY 10286-0001
91,339,132.110
 
66.8033%
 
 
Suecia Holding Corporation
25 Smith Street, Suite 305
Nanuet, NY 10954-2972
23,098,718.420
 
16.8939%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
13,641,540.200
 
9.9771%
 
    DIRTF–Agency
    3,182,665.270
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
3,182,665.270
 
100.0000%
 
    DIRTF–Premier
    529,832,988.150
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
412,886,341.690
 
77.9276%
 
 
Mac & Co.
P.O. Box 534005
Pittsburgh, PA 15253-4005
99,921,182.520
 
18.8590%
 
    DIRTF–Classic
    199,209,250.300
The Bank of NY Mellon As Agent For Institute for Advanced Study
Einstein Drive
Princeton, NJ 08540
56,233,656.020
 
28.2284%
 
 
The Bank of NY Mellon As Agent
For Sol Goldman Investments, LLC
640 5th Avenue, Floor 3
New York, NY 10019-6102
30,852,341.960
 
15.4874%
 
 
The Bank of NY Mellon As Agent For United Methodist Development
475 Riverside Drive
New York, NY 10115-0110
15,097,727.820
 
7.5788%
 
 
The Bank of NY Mellon As Agent
For Lighthouse Properties LLC
640 5th Avenue, Floor 3
New York, NY 10019-6102
13,020,776.030
 
6.5362%
 
 
The Bank of NY Mellon As Agent For Third & Fulton Associates
640 5th Avenue, Floor 3
New York, NY 10019-6102
11,006,462.780
 
5.5251%
 
 
The Bank of NY Mellon As Agent For Solil Management LLC
640 5th Avenue, Floor 3
New York, NY 10019-6155
10,628,400.190
 
5.3353%
 
    DIRTPF–Institutional
    340,250,998.740
Mac & Co.
P.O. Box 534005
Pittsburgh, PA 15253-4005
205,862,365.900
 
60.5031%
 
 
SEI Private Trust Company
c/o ID 866 Suntrust Bank ETS
1 Freedom Valley Drive
Oaks, PA 19456-9989
93,623,593.470
 
27.5160%
 
DIRTPF–Hamilton
5,866,386.510
Bost & Co.
Mutual Funds Ops
P.O. Box 3198
525 William Penn Place
Pittsburgh, PA 15219-1707
3,546,180.430
 
60.4491%
 
 
David Blank
Greenwich, CT
1,314,222.390
 
22.4026%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
593,022.890
 
10.1088%
 
 
Jerry J. Limoncelli and Alice R. Limoncelli JTWROS
Garden City, NY
404,656.120
 
6.8979%
 
    DIRTPF–Premier
    352,950,277.670
Mac & Co.
P.O. Box 534005
Pittsburgh, PA 15253-4005
301,145,314.460
 
85.3223%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
50,341,524.160
 
14.2631%
 
   
DIGF:
         
    DIASF–Investor
    2,724,260.351
American Enterprise Investment SVC
2003 Ameriprise Financial Ctr
Minneapolis, MN 55474-0020
730,124.745
 
26.8008%
 
 
Charles Schwab & Co Inc
Reinvest Account
101 Montgomery Street # Dept
San Francisco, CA 94104-4151
519,386.570
 
19.0652%
 
 
National Financial Services LLC For Exclusive Benefit of our Customers
499 Washington Boulevard
Jersey City, NJ 07310-0000
182,954.952
 
6.7158%
 
    DIASF–Class I
    22,714,531.894
SEI Private Trust
Mutual Fund Administrator
One Freedom Valley Drive
Oaks, PA 19456-9989
19,459,247.220
 
85.6687%
 
 
Brown Brothers Harriman & Co. Cust. For Texas 529 Lone Star Plan TX 529 Inflation Protected Bond Portfolio
Fund Operations c/o Oppenheimer
6801 S Tucson Way
Centennial, CO 80112-3924
1,224,595.858
 
5.3912%
 
DIASF–Class Y
78.370
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
78.370
 
100.0000%
 
    DITIF–Class A
    61,406,563.321
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
6,065,911.357
 
9.8783%
 
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
4,977,623.442
 
8.1060%
 
 
Pershing LLC
Pershing Division Transfer Dept.
P.O. Box 2052
7th Floor
Jersey City, NJ 07303-2052
4,064,902.406
 
6.6197%
 
    DITIF–Class C
    2,450,081.079
Morgan Stanley & Co.
Harborside Financial Center Plaza 2
3rd Floor
Jersey City, NJ 07311
145,490.313
 
5.9382%
 
    DITIF–Class I
    19,168,351.306
Wells Fargo Bank FBO Various Retirement Plans
1525 West Wt Harris Boulevard
Charlotte, NC 28288-1076
3,901,171.512
 
20.3521%
 
 
National Financial Services LLC For Exclusive Benefit of our Customers
499 Washington Boulevard
Jersey City, NJ 07310-0000
3,648,612.501
 
19.0346%
 
 
Boston Safe Deposit & Trust Co.
P.O. Box 3198
Pittsburgh, PA 15230-3198
3,335,532.172
 
17.4012%
 
 
SEI Private Trust
Mutual Fund Administrator
One Freedom Valley Drive
Oaks, PA 19456-9989
1,645,850.573
 
8.5863%
 
    DITIF–Class Y
    73.584
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
73.584
 
100.0000%
 
    DSTIF–Class D
    23,339,752.232
National Financial Services LLC For Exclusive Benefit of our Customers
499 Washington Blvd
Jersey City, NJ 07310-0000
2,072,164.601
 
8.8783%
 
 
Pershing LLC
Pershing Division Transfer Dept.
P.O. Box 2052
7th Floor
Jersey City, NJ 07303-2052
1,918,125.726
 
8.2183%
 
 
Charles Schwab & Co Inc.
Reinvest Account
101 Montgomery Street # Dept
San Francisco, CA 94104-4151
1,746,964.025
 
7.4849%
 
 
American Enterprise Investment SVC
2003 Ameriprise Financial Ctr
Minneapolis, MN 55474-0020
1,226,693.030
 
5.2558%
 
    DSTIF–Class P
    73,787.371
First Clearing, LLC
2801 Market Street
Saint Louis, MO 63103
36,353.861
 
49.2684%
 
 
National Financial Services LLC For Exclusive Benefit of our Customers
499 Washington Boulevard
Jersey City, NJ 07310-0000
17,240.053
 
23.3645%
 
 
Crowell, Weedon & Co.
DCG&T Ttee
One Wilshire Building
624 South Grand Avenue
Los Angeles, CA 90017-3362
13,276.062
 
17.9923%
 
   
DIP:
         
    CVP–Initial
    1,095,889.729
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
1,005,018.403
 
91.7080%
 
 
Transamerica Financial Life Insurance Company
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
90,871.326
 
8.2920%
 
    CVP–Service
    818,844.465
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
739,110.794
 
90.2627%
 
 
Transamerica Financial Life Insurance Company
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
61,703.765
 
7.5355%
 
    MSP–Initial
    7,818,815.931
Zurich American Life Ins. Co.
2500 Westfield Drive
Elgin, IL 60124-7836
3,512,122.275
 
44.9189%
 
 
Commonwealth Annuity and Life Insurance
1 SW Security Benefit Pl.
Topeka, KS 66636-1000
1,293,228.458
 
16.5400%
 
 
Symetra Life Insurance Co.
P.O. Box 3882
Seattle, WA 98124-3882
1,156,999.188
 
14.7976%
 
 
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
763,107.107
 
9.7599%
 
    MSP–Service
    1,142,404.727
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
476,233.729
 
41.6870%
 
 
Ameritas Life Insurance Corp.
Ameritas Variable Separate Account VA-2
5900 O Street
Lincoln, NE 68510-2234
290,860.429
 
25.4604%
 
 
Zurich American Life Ins. Co.
Product Valuation
One Security Benefit Place
Topeka, KS 66636-1000
161,426.662
 
14.1304%
 
 
Annuity Investors Life Insurance Co.
P.O. Box 5423
Cincinnati, OH 45201-5423
61,348.033
 
5.3701%
 
 
Horace Mann Life Insurance Co.
Separate Account
1 Horace Mann Plz
Springfield, IL 62715-0001
60,649.291
 
5.3089%
 
    SCSIP–Initial
    17,581,278.285
Nationwide Life Insurance Company NWPP
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
16,011,705.820
 
91.0725%
 
 
Nationwide Life and Annuity Insurance Company NWVL-G
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
880,806.442
 
5.0099%
 
    TGP–Initial
    5,400,139.898
Nyliac
169 Lackawanna Ave
Parsippany, NJ 07054-1007
2,323,239.150
 
43.0218%
 
 
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
967,579.089
 
17.9177%
 
 
Annuity Investors Life Insurance Co.
P.O. Box 5423
Cincinnati, OH 45201-5423
953,318.772
 
17.6536%
 
 
American Fidelity Assurance Co.
Separate Account B
2000 N. Classen Boulevard
Oklahoma City, OK 73106-6013
443,649.688
 
8.2155%
 
 
Symetra Life Insurance Co.
P.O. Box 3882
Seattle, WA 98124-3882
362,325.382
 
6.7096%
 
 
Transamerica Financial Life Insurance Company
Separate Account VA-2LNY
Accounting Department
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
285,650.832
 
5.2897%
 
    TGP–Service
    10,331,522.169
Nyliac
169 Lackawanna Avenue
Parsippany, NJ 07054-1007
7,881,872.808
 
76.2896%
 
 
Security Distributors Inc.
One Security Benefit Place
Topeka, KS 66636-1000
752,656.050
 
7.2850%
 
 
American Enterprise Life Insurance Company
1497 AXP Financial Center
Minneapolis, MN 55440
593,942.537
 
5.7488%
 
 
First Security Benefit Life Ins. Co.
FBO FSBL Advance Designs
c/o Variable Annuity Dept
One Security Benefit Place
Topeka, KS 66636-1000
532,225.622
 
5.1515%
 
   
DLA–Class 1
708,016,977.620
None
 
N/A
 
N/A
 
DLA–Class 2
157,913,983.050
Pershing LLC
Pershing Division Transfer Dept.
P.O. Box 2052
7th Floor
Jersey City, NJ 07303-2052
103,164,628.860
 
65.3296%
 
 
Morgan Stanley & Co.
Harborside Financial Center Plaza 2
3rd Floor
Jersey City, NJ 07311
35,329,585.740
 
22.3727%
 
   
DMCMP–Administrative
89,058,876.610
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
85,214,925.680
 
95.6838%
 
DMCMP–Agency
1,037.200
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
1,036.200
 
99.9036%
 
DMCMP–Institutional
115,323,336.600
Bost & Co.
Mutual Funds Ops
P.O. Box 3198
525 William Penn Place
Pittsburgh, PA 15219-1707
66,532,419.040
 
57.6921%
 
 
The Private Bank & Trust Company
70 W. Madison, Suite 800
Chicago, IL 60602-4282
18,348,371.060
 
15.9104%
 
 
Stifel Nicolaus & Co. Inc. For The Exclusive Benefit of Customers
500 N. Broadway
Saint Louis, MO 63102-2110
16,399,136.850
 
14.2201%
 
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
10,048,611.860
 
8.7134%
 
DMCMP–Investor
186,492,079.510
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
175,302,056.870
 
93.9997%
 
DMCMP–Participant
16,329,040.260
First Republic Bank
Investment Division
111 Pine Street
San Francisco, CA 94111-5628
14,284,866.240
 
87.4814%
 
 
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
1,280,911.280
 
7.8444%
 
   
DNYMCM–Administrative
8,369,502.960
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
5,836,135.690
 
69.7310%
 
 
Stifel Nicolaus & Co. Inc. For The Exclusive Benefit of Customers
500 N. Broadway
Saint Louis, MO 63102-2110
2,533,366.270
 
30.2690%
 
DNYMCM–Institutional
118,952,133.170
Boston Safe Deposit & Trust
Mellon Bank
P.O. Box 534005
Pittsburgh, PA 15253-4005
98,120,938.000
 
82.4877%
 
 
J P Morgan Clearing Corp. (GAMA)
One Metrotech Center North
Brooklyn, NY 11201
9,027,588.170
 
7.5893%
 
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
7,737,808.550
 
6.5050%
 
DNYMCM–Investor
336,174,020.370
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
272,854,195.310
 
81.1646%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
33,015,012.830
 
9.8208%
 
 
Baytetra & Co.
c/o State Street Corporation
Mail Stop CC10313
1200 Crown Colony Drive
Quincy, MA 02169-0938
26,272,194.470
 
7.8151%
 
DNYMCM–Participant
3,779,197.920
First Republic Bank
Investment Division
111 Pine Street
San Francisco, CA 94111-5628
2,999,019.010
 
79.3560%
 
 
J.A. Levin Group Inc.
595 Madison Avenue, 17th Floor
New York, NY 10022-1907
340,342.660
 
9.0057%
 
 
Alyne L. Model
New York, NY
223,489.530
 
5.9137%
 
   
DOF:
         
    DNRF–Class A
    843,722.900
American Enterprise Investment SVC
2003 Ameriprise Financial Ctr
Minneapolis, MN 55474-0020
208,296.967
 
24.6878%
 
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers
4800 Deer Lake Dr E, Floor 3
Jacksonville, FL 32246-6484
89,990.844
 
10.6659%
 
 
First Clearing, LLC
2801 Market Street
Saint Louis, MO 63103
58,203.946
 
6.8985%
 
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
57,252.865
 
6.7857%
 
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
56,765.685
 
6.7280%
 
    DNRF–Class C
    115,360.424
American Enterprise Investment SVC
2003 Ameriprise Financial Ctr
Minneapolis, MN 55474-0020
27,716.880
 
24.0263%
 
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers
4800 Deer Lake Dr E, Floor 3
Jacksonville, FL 32246-6484
18,693.622
 
16.2045%
 
 
First Clearing, LLC
2801 Market Street
Saint Louis, MO 63103
17,914.486
 
15.5291%
 
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
14,626.463
 
12.6789%
 
 
Morgan Stanley & Co.
Harborside Financial Center Plaza 2
3rd Floor
Jersey City, NJ 07311
7,425.411
 
6.4367%
 
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
6,218.522
 
5.3905%
 
 
National Financial Services LLC For Exclusive Benefit of our Customers
499 Washington Boulevard
Jersey City, NJ 07310-0000
5,790.589
 
5.0196%
 
    DNRF–Class I
    248,505.834
First Clearing, LLC
2801 Market Street
Saint Louis, MO 63103
83,534.341
 
33.6146%
 
 
Morgan Stanley & Co.
Harborside Financial Center Plaza 2
3rd Floor
Jersey City, NJ 07311
49,875.986
 
20.0703%
 
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers
4800 Deer Lake Dr E, Floor 3
Jacksonville, FL 32246-6484
41,835.782
 
16.8349%
 
 
National Financial Services LLC For Exclusive Benefit of our Customers
499 Washington Boulevard
Jersey City, NJ 07310-0000
40,020.544
 
16.1045%
 
   
PSIMBF:
         
    DSIMBF–Class A
    5,310,595.250
Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers
4800 Deer Lake Dr E, Floor 3
Jacksonville, FL 32246-6484
1,972,811.633
 
37.1486%
 
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
1,170,553.990
 
22.0419%
 
 
American Enterprise Investment SVC
2003 Ameriprise Financial Ctr
Minneapolis, MN 55474-0020
945,014.862
 
17.7949%
 
 
First Clearing, LLC
2801 Market Street
Saint Louis, MO 63103
346,520.019
 
6.5251%
 
    DSIMBF–Class D
    32,376,972.597
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
3,039,006.652
 
9.3863%
 
 
National Financial Services LLC For Exclusive Benefit of our Customers
499 Washington Boulevard
Jersey City, NJ 07310-0000
1,886,531.289
 
5.8268%
 
    DSIMBF–Class I
    2,051,410.734
First Clearing, LLC
2801 Market Street
Saint Louis, MO 63103
682,008.235
 
33.2458%
 
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers
4800 Deer Lake Dr E, Floor 3
Jacksonville, FL 32246-6484
667,489.941
 
32.5381%
 
 
National Financial Services LLC For Exclusive Benefit of our Customers
499 Washington Boulevard
Jersey City, NJ 07310-0000
370,678.027
 
18.0694%
 
 
Raymond James
Omnibus for Mutual Funds
House Acct Firm
880 Carillon Parkway
Saint Petersburg, FL 33716-1102
112,755.861
 
5.4965%
 
    DSIMBF–Class Y
    76.453
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
76.453
 
100.0000%
 
   
SIGF
10,811,278.433
Charles Schwab & Co. Inc.
Reinvest Account
101 Montgomery Street # Dept
San Francisco, CA 94104-4151
1,302,390.318
 
12.0466%
 
 
National Financial Services LLC For Exclusive Benefit of Our Customers
499 Washington Boulevard
Jersey City, NJ 07310-0000
629,332.670
 
5.8211%
 
 
Pershing LLC
Pershing Division Transfer Dept.
P.O. Box 2052
7th Floor
Jersey City, NJ 07303-2052
589,966.936
 
5.4570%
 
   
DTECMF:
         
    DTECM–Administrative
    57,009,487.540
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
37,875,747.080
 
66.4376%
 
 
Morgan Stanley & Co.
Harborside Financial Center Plaza 2
3rd Floor
Jersey City, NJ 07311
15,000,072.620
 
26.3115%
 
    DTECM–Institutional
    1,622,115,807.100
Boston Safe Deposit & Trust Co.
P.O. Box 3198
Pittsburgh, PA 15230-3198
528,319,092.550
 
32.5698%
 
 
Stifel Nicolaus & Co. Inc. For The Exclusive Benefit of Customers
500 N. Broadway
Saint Louis, MO 63102-2110
191,192,191.380
 
11.7866%
 
 
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
155,377,037.370
 
9.5787%
 
 
Wells Fargo Bank N.A.
733 Marquette Avenue
Minneapolis, MN 55402-2309
107,530,932.810
 
6.6291%
 
    DTECM–Investor
    434,775,582.080
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
214,055,617.380
 
49.2336%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
159,206,210.440
 
36.6180%
 
 
Bost & Co.
P.O. Box 534005
Pittsburgh, PA 15253-4005
25,276,106.640
 
5.8136%
 
    DTECM–Participant
    20,515,614.490
Laba & Co.
135 S. Lasalle St
Chicago, IL 60603-4177
9,884,035.220
 
48.1781%
 
 
Saturn & Co.
c/o Investors Bank & Trust Company
1200 Crown Colony Drive
Quincy, MA 02169-0938
8,983,181.760
 
43.7870%
 
    DCAMTCM–Administrative
    2,319,933.750
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
2,319,933.750
 
100.0000%
 
    DCAMTCM–Institutional
    190,745,522.920
Capinco
c/o US Bank
P.O. Box 1787
Milwaukee, WI 53201-1787
97,657,116.180
 
51.1976%
 
 
Stifel Nicolaus & Co. Inc. For The Exclusive Benefit of Customers
500 N. Broadway
Saint Louis, MO 63102-2110
32,572,721.220
 
17.0765%
 
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
21,714,406.480
 
11.3840%
 
 
Wells Fargo Bank N.A.
733 Marquette Avenue
Minneapolis, MN 55402-2309
14,795,306.260
 
7.7566%
 
 
Trust Management Network LLC
For Benefits of Client Banks
4849 Greenville Avenue, Suite 1450
Dallas, TX 75206-4165
9,946,926.680
 
5.2148%
 
    DCAMTCM–Investor
    197,465,058.320
Stifel Nicolaus & Co. Inc. For The Exclusive Benefit of Customers
500 N. Broadway
Saint Louis, MO 63102-2110
172,293,621.230
 
87.2527%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
20,122,886.250
 
10.1906%
 
    DCAMTCM–Participant
    38,521,035.620
First Republic Bank
Investment Division
111 Pine Street
San Francisco, CA 94111-5628
38,440,182.010
 
99.7901%
 
    DNYAMTCM–Administrative
    4,635,402.130
Pershing LLC
For The Exclusive Benefit of its Customers
One Pershing Plaza
Jersey City, NJ 07399-0001
4,635,402.130
 
100.0000%
 
    DNYAMTCM–Classic
    8,751,504.060
The Bank of NY Mellon As Agent For 4TS II LLC
c/o The Durst Organization
1 Bryant Park, Floor 49
New York, NY 10036-6739
8,703,291.240
 
99.4491%
 
    DNYAMTCM–Institutional
    74,400,132.210
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
40,360,661.190
 
54.2481%
 
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
13,098,965.950
 
17.6061%
 
 
Mac & Co.
P.O. Box 534005
Pittsburgh, PA 15253-4005
7,508,498.870
 
10.0921%
 
 
Marcus Adler Gloves
New York, NY
3,964,309.600
 
5.3284%
 
    DNYAMTCM–Investor
    34,303,493.240
Mac & Co.
P.O. Box 534005
Pittsburgh, PA 15253-4005
28,736,708.640
 
83.7720%
 
 
Pershing LLC
One Pershing Plaza
Jersey City, NJ 07399-0001
3,061,535.330
 
8.9249%
 
   
DTACM–Administrative
599,404,444.160
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
155,465,150.230
 
25.9366%
 
 
The Bank of New York Mellon
One Wall Street, 17th Floor
New York, NY 10286-0001
120,659,057.440
 
20.1298%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
62,370,578.900
 
10.4054%
 
DTACM–Agency
25,711,784.780
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
25,711,784.780
 
100.0000%
 
DTACM–Institutional
14,715,904,510.940
The Bank of New York Mellon
One Wall Street, 17th Floor
New York, NY 10286-0001
5,712,452,498.310
 
38.8182%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
2,590,501,246.400
 
17.6034%
 
 
State Street Bank & Trust
FBO Cash Sweep Clients MF
1776 Heritage Drive
Quincy, MA 02171-2119
1,815,062,230.430
 
12.3340%
 
DTACM–Investor
2,347,774,983.360
Mellon Financial Corporation
Mellon Client Service Center
500 Ross Street
Pittsburgh, PA 15262-0001
679,437,000.000
 
28.9396%
 
 
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
642,700,496.920
 
27.3749%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
533,105,356.270
 
22.7068%
 
 
Peoples United Bank
P.O. Box 820
Burlington, VT 05402-0820
122,884,029.790
 
5.2341%
 
 
Bank of Hawaii
P.O. Box 1930
Honolulu, HI 96805-1930
121,460,873.190
 
5.1734%
 
DTACM–Participant
571,437,345.020
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
277,830,224.880
 
48.6195%
 
 
Jefferies LLC
Money Markets
101 Hudson Street, Floor 11
Jersey City, NJ 07302-3885
152,811,490.760
 
26.7416%
 
 
Lazard Capital Markets LLC
Special Custody Account for the Exclusive Benefit of Customers
30 Rockefeller Plaza, Floor 19
New York, NY 10112-0015
62,568,622.090
 
10.9493%
 
DTACM–Premier
21,717,090.330
BNY (OCS) Nominees Limited
1 Canada Square
London UK E14 5AL
13,211,075.990
 
60.8326%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
8,506,014.340
 
39.1674%
 
DTACM–Select
5,306,599.780
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
4,015,319.590
 
75.6665%
 
 
Band & Co.
c/o US Bank
1555 North Rivercenter Drive
Suite 302
Milwaukee, WI 53212-3958
1,291,280.190
 
24.3335%
 
DTACM–Service
12,728,454.880
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
11,861,534.280
 
93.1891%
 
 
Reliance Trust Co II
1100 Abernathy Road
Atlanta, GA 30328-5620
706,861.650
 
5.5534%
 
   
DTPCM–Administrative
548,272,035.190
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
405,272,792.700
 
73.9182%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
70,687,016.770
 
12.8927%
 
 
First Republic Bank
Investment Division
111 Pine Street
San Francisco, CA 94111-5628
39,626,222.040
 
7.2275%
 
DTPCM–Agency
35,295,968.560
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
15,278,868.910
 
43.2879%
 
 
CTCNA As Agent For Dow Chemical/Rohm & Haas
Newport Office Center VII
480 Washington Boulevard, Floor 29
Jersey City, NJ 07310-2053
4,590,511.140
 
13.0058%
 
 
Cadence Bank
2800 Post Oak Boulevard, Suite 3800
Houston, TX 77056-6170
2,114,825.010
 
5.9917%
 
 
Myles R. Itkin & Frances R. Itkin JTWROS
New York, NY
1,858,059.590
 
5.2642%
 
DTPCM–Institutional
28,484,534,387.735
Boston Safe Deposit & Trust Mellon Bank
P.O. Box 534005
Pittsburgh, PA 15253-4005
11,103,950,124.410
 
38.9824%
 
 
BNY (OCS) Nominees Limited
1 Canada Square
London UK E14 5AL
7,968,539,385.080
 
27.9750%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
3,738,217,295.790
 
13.1237%
 
DTPCM–Investor
3,717,101,480.460
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
1,305,199,156.530
 
35.1134%
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
393,348,091.700
 
10.5821%
 
DTPCM–Participant
2,926,408,183.420
First Republic Bank
Investment Division
111 Pine Street
San Francisco, CA 94111-5628
497,075,332.190
 
16.9859%
 
 
Typhoonbass and Co.
c/o State Street Bank
1200 Crown Colony Drive
Quincy, MA 02169-0938
469,584,973.280
 
16.0465%
 
 
Saturn & Co.
c/o Investors Bank & Trust Company
1200 Crown Colony Drive
Quincy, MA 02169-0938
367,385,884.180
 
12.5542%
 
 
Stifel Nicolaus & Co. Inc. For The Exclusive Benefit of Customers
500 N. Broadway
Saint Louis, MO 63102-2110
299,702,703.930
 
10.2413%
 
   
WDMMF
256,497,768.390
None
 
N/A
 
N/A
 
   
DF
118,831,391.147
The Vanguard Fiduciary Trust Co.
P.O. Box 2600
Valley Forge, PA 19482-2600
20,248,973.404
 
17.0401%
 
   
DSRGF–Initial
6,106,036.967
Nationwide Corporation
Portfolio Acct Vids Group
P.O. Box 182029
Columbus, OH 43218-2029
2,997,578.350
 
49.0920%
 
 
CMFG Group Variable Annuity Account
Product Valuation
5801 SW Sixth Avenue
Topeka, KS 66636-0001
867,940.442
 
14.2145%
 
 
American Fidelity Assurance Co.
Separate Account "C"
2000 N. Classen Boulevard
Oklahoma City, OK 73106-6013
681,105.409
 
11.1546%
 
 
Transamerica Occidental Life Ins.
1150 South Olive Street
Los Angeles, CA 90015-2211
319,893.051
 
5.2390%
 
DSRGF–Service
199,119.648
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
56,021.329
 
28.1345%
 
 
Annuity Investors Life Insurance Co.
P.O. Box 5423
Cincinnati, OH 45201-5423
34,064.429
 
17.1075%
 
 
Modern Woodmen
Product Valuation
5801 SW Sixth Avenue
Topeka, KS 66636-1001
25,852.751
 
12.9835%
 
 
Farm Bureau Life Insurance Co.
5400 University Avenue
West Des Moines, IA 50266-5950
24,401.994
 
12.2549%
 
 
Travelers Insurance Co.
P.O. Box 990027
Hartford, CT 06199-0027
16,616.183
 
8.3448%
 
 
Farmer New World Life Ins. Co.
Variable Universal Life
3003 77th Avenue SE
Mercer Island, WA 98040-2890
13,317.561
 
6.6882%
 
   
DTCF–Class A
1,407,123.925
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
181,841.964
 
12.9230%
 
 
National Financial Services LLC For Exclusive Benefit of Our Customers
499 Washington Boulevard
Jersey City, NJ 07310-0000
110,714.301
 
7.8681%
 
 
First Clearing, LLC
2801 Market Street
Saint Louis, MO 63103
86,276.211
 
6.1314%
 
 
Hartford Life Insurance Company
Separate Account DC III
P.O. Box 2999
Hartford, CT 06104-2999
79,081.901
 
5.6201%
 
 
Morgan Stanley & Co.
Harborside Financial Center Plaza 2
3rd Floor
Jersey City, NJ 07311
72,101.529
 
5.1240%
 
DTCF–Class C
395,560.536
Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers
4800 Deer Lake Dr E, Floor 3
Jacksonville, FL 32246-6484
141,770.404
 
35.8404%
 
 
Morgan Stanley & Co.
Harborside Financial Center Plaza 2
3rd Floor
Jersey City, NJ 07311
108,153.308
 
27.3418%
 
 
First Clearing, LLC
2801 Market Street
Saint Louis, MO 63103
21,433.257
 
5.4185%
 
DTCF–Class I
433,888.828
SEI Private Trust Company
c/o Mellon
One Freedom Valley Drive
Oaks, PA 19456-9989
169,073.410
 
38.9670%
 
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers
4800 Deer Lake Dr E, Floor 3
Jacksonville, FL 32246-6484
89,626.407
 
20.6565%
 
 
Morgan Stanley & Co.
Harborside Financial Center Plaza 2
3rd Floor
Jersey City, NJ 07311
70,165.610
 
16.1713%
 
 
First Clearing, LLC
2801 Market Street
Saint Louis, MO 63103
37,417.073
 
8.6237%
 
DTCF–Class Z
19,469,402.029
None
 
N/A
 
N/A
 
 
 
EXHIBIT A
 
Part I
 
Part I sets forth, as to each Fund, information regarding Board members' ownership of Fund shares, the number of Board and committee meetings for each Fund's last fiscal year and Board member compensation.  Part I also sets forth information regarding the independent auditors' fees as indicated.
 
Board Members' Ownership of Fund Shares
 
The table below indicates the dollar range of each current Board member's (including Board members who are Nominees) 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, 2012.
 
Name of Board Member or Nominee
Dollar Range of Shares Held in Fund
 
CSF
DCM
DGCMF
ICAF
         
Joseph S. DiMartino
None
None
None
None
Gordon J. Davis
None
None
None
None
Isabel P. Dunst
None
None
None
None
Whitney I. Gerard
None
None
None
None
Nathan Leventhal
None
None
None
None
Robin A. Melvin
None
None
None
None
George L. Perry
None
None
None
None
Roslyn M. Watson
None
None
None
None
Benaree Pratt Wiley
None
None
None
None
         
Name of Board Member or Nominee
Dollar Range of Shares Held in Fund
 
IPMMF
IRF
DIGF
DIP
         
Joseph S. DiMartino
None
None
None
None
Gordon J. Davis
None
None
None
 
Isabel P. Dunst
None
None
None
 
Whitney I. Gerard
None
None
None
 
Nathan Leventhal
None
None
None
None
Robin A. Melvin
None
None
None
None
George L. Perry
None
None
None
None
Roslyn M. Watson
None
$1,001-$10,000
None
None
Benaree Pratt Wiley
None
None
None
None
         
Name of Board Member or Nominee
Dollar Range of Shares Held in Fund
 
DLA
DMCMP
DNYMCM
DOF
         
Joseph S. DiMartino
None
None
None
None
Gordon J. Davis
None
None
None
None
Isabel P. Dunst
None
None
None
None
Whitney I. Gerard
$50,001-$100,000
None
None
None
Nathan Leventhal
None
None
None
None
Robin A. Melvin
None
None
None
None
George L. Perry
None
None
None
None
Roslyn M. Watson
None
None
None
None
Benaree Pratt Wiley
None
None
None
None
         
Name of Board Member or Nominee
Dollar Range of Shares Held in Fund
 
PSIMBF
SIGF
DTECMF
DTACM
         
Joseph S. DiMartino
None
None
None
None
Gordon J. Davis
None
None
None
None
Isabel P. Dunst
None
None
None
None
Whitney I. Gerard
None
None
None
None
Nathan Leventhal
None
None
None
None
Robin A. Melvin
None
None
None
None
George L. Perry
None
None
None
None
Roslyn M. Watson
None
None
None
None
Benaree Pratt Wiley
None
None
None
None
         
 
Name of Board Member or Nominee
Dollar Range of Shares Held in Fund
 
DTPCM
WDMMF
DF
DSRGF
         
Joseph S. DiMartino
None
None
None
None
Gordon J. Davis
None
None
None
None
Isabel P. Dunst
None
None
None
Nonev
Whitney I. Gerard
None
$1,001-$10,000
$1,001-$10,000
None
Nathan Leventhal
None
None
$1,001-$10,000
None
Robin A. Melvin
None
None
None
None
George L. Perry
None
None
Over $100,000
None
Roslyn M. Watson
None
None
None
None
Benaree Pratt Wiley
None
None
None
None
         
 
 
Name of Board Member or Nominee
Dollar Range of Shares Held in Fund
Dollar Range of Aggregate Holding of Funds
in The Dreyfus Family of Funds
 
DTCF
   
       
Joseph S. DiMartino
None
 
Over $100,000
Gordon J. Davis
None
 
$50,001-$100,000
Isabel P. Dunst
None
 
None
Whitney I. Gerard
None
 
Over $100,000
Nathan Leventhal
None
 
Over $100,000
Robin A. Melvin
None
 
Over $100,000
George L. Perry
None
 
Over $100,000
Roslyn M. Watson
None
 
$50,001-$100,000
Benaree Pratt Wiley
None
 
$50,001-$100,000
 
As of December 31, 2012, 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.
 
Number of Board and Committee Meetings

The number of Board meetings and, where applicable, committee meetings, held by each Fund during the Fund's last fiscal year are as follows:
 
Name of Fund
Number of
Board
Meetings
Number of
Audit
Committee
Meetings
Number of
Nominating
Committee
Meetings
Number of
Compensation
Committee
Meetings
Number of Litigation Committee Meetings
Number of
Pricing/Valuation
Committee
Meetings
CSF
5
4
1
0
0
0
DCM
6
3
0
0
0
0
DGCMF
6
3
0
0
0
0
ICAF
5
4
1
0
0
0
IPMMF
5
4
1
0
0
0
IRF
5
4
1
0
0
0
DIGF
5
4
1
0
0
0
DIP
5
4
1
0
0
0
DLA
5
4
1
0
0
0
DMCMP
5
3
0
0
0
0
DNYMCM
5
3
0
0
0
0
DOF
5
4
1
0
0
1
PSIMBF
5
4
1
0
0
0
SIGF
5
4
1
0
0
0
DTECMF
5
3
0
0
0
0
DTACM
6
3
0
0
0
0
DTPCM
6
3
0
0
0
0
WDMMF
5
4
1
0
0
0
DF
5
4
1
0
0
0
DSRGF
5
4
1
0
0
0
DTCF
5 4 1 0 0 0

During each Fund's last fiscal year, each current Board member attended at least 75% of the aggregate of all of the meetings of the Board of each Fund (held during the period he or she was a Board member) and 75% of the meetings held by a committee of the Board of each Fund on which he or she served (during the period that he or she served).  The Funds do not have a formal policy regarding Board members' attendance at meetings of shareholders.  Board members did not attend the last shareholder meetings for any of the Funds.
 
Board Member Compensation
 
Annual retainer fees and meeting attendance fees are allocated among a Fund and all other Funds with the same Board members on the basis of net assets.  The aggregate amount of compensation paid to each current Board member and Emeritus Board member by each Fund for the Fund's last fiscal year, and by all funds in The Dreyfus Family of Funds for which such person was a Board member (the "Fund Complex") (the number of portfolios of such funds is set forth in parenthesis next to each Board member's total compensation) for the year ended December 31, 2012, were as follows:
 
 
Name of Board Member
Aggregate Compensation
From Each Fund *
  Total Compensation From the Funds
and Fund Complex ( ** )
         
Clifford L. Alexander, Jr.***
     
$351,250 (45)
CSF
$23,250
     
ICAF
$79,298
     
IPMMF
$34,393
     
IRF
$18,251
     
DIGF
$5,817
     
DIP
$2,458
     
DLA
$10,703
     
DOF
$91
     
PSIMBF
$2,060
     
SIGF
$558
     
WDMMF
$1,230
     
DF
$3,759
     
DSRGF
$841
     
DTCF
$801
     
         
David W. Burke***
     
$258,375 (81)
DCM
$8,889
     
DGCMF
$8,656
     
ICAF
$34,622
     
IPMMF
$15,320
     
IRF
$10,191
     
DIGF
$4,248
     
DIP
$1,374
     
DLA
$6,795
     
DMCMP
$283
     
DNYMCM
$188
     
DOF
$65
     
PSIMBF
$934
     
SIGF
$317
     
DTECMF
$1,083
     
DTACM
$6,864
     
DTPCM
$8,903
     
WDMMF
$816
     
DF
$1,989
     
DSRGF
$449
     
DTCF
$661
     
         
Gordon J. Davis
     
$209,167 (65)
CSF
$0
     
ICAF
$45,764
     
IPMMF
$19,630
     
IRF
$4,781
     
DIGF
$0
     
DIP
$701
     
DLA
$1,084
     
DOF
$4
     
PSIMBF
$1,196
     
SIGF
$131
     
WDMMF
$237
     
DF
$1,152
     
DSRGF
$309
     
DTCF
$0
     
         
Joseph S. DiMartino
     
$1,088,750 (163)
CSF
$29,063
     
DCM
$17,479
     
DGCMF
$16,338
     
ICAF
$99,122
     
IPMMF
$42,993
     
IRF
$22,812
     
DIGF
$7,273
     
DIP
$2,877
     
DLA
$13,378
     
DMCMP
$526
     
DNYMCM
$343
     
DOF
$115
     
PSIMBF
$2,575
     
SIGF
$697
     
DTECMF
$2,019
     
DTACM
$10,963
     
DTPCM
$17,859
     
WDMMF
$1,540
     
DF
$4,698
     
DSRGF
$1,049
     
DTCF
$997
     
         
Isabel P. Dunst
     
$56,000 (10)
DCM
$13,979
     
DGCMF
$12,718
     
DMCMP
$420
     
DNYMCM
$274
     
DTECMF
$1,615
     
DTACM
$10,326
     
DTPCM
$14,286
     
         
Whitney I. Gerard
     
$192,750 (25)
CSF
$23,250
     
ICAF
$79,298
     
IPMMF
$34,393
     
IRF
$18,251
     
DIGF
$5,817
     
DIP
$2,458
     
DLA
$10,703
     
DOF
$91
     
PSIMBF
$2,060
     
SIGF
$558
     
WDMMF
$1,230
     
DF
$3,519
     
DSRGF
$841
     
DTCF
$801
     
         
Lyle E. Gramley***
     
$11,000 (10)
DCM
$2,945
     
DGCMF
$2,506
     
DMCMP
$84
     
DNYMCM
$53
     
DTECMF
$318
     
DTACM
$2,216
     
DTPCM
$3,062
     
         
Arthur A. Hartman***
     
$55,000 (25)
ICAF
$23,915
     
IPMMF
$10,995
     
IRF
$6,014
     
DIGF
$1,955
     
DIP
$813
     
DLA
$3,760
     
DOF
$32
     
PSIMBF
$670
     
SIGF
$189
     
WDMMF
$425
     
DF
$1,266
     
DSRGF
$284
     
DTCF
$291
     
         
Nathan Leventhal
     
$320,500 (43)
CSF
$0
     
ICAF
$79,245
     
IPMMF
$34,393
     
IRF
$18,206
     
DIGF
$5,817
     
DIP
$2,458
     
DLA
$10,663
     
DOF
$91
     
PSIMBF
$2,060
     
SIGF
$558
     
WDMMF
$1,227
     
DF
$3,751
     
DSRGF
$841
     
DTCF
$801
     
         
Robin A. Melvin
     
$209,258 (103)
DCM
$13,979
     
DGCMF
$12,718
     
DMCMP
$420
     
DNYMCM
$274
     
DTECMF
$1,615
     
DTACM
$10,326
     
DTPCM
$14,286
     
         
George L. Perry
     
$167,500 (25)
ICAF
$79,245
     
IPMMF
$33,814
     
IRF
$18,022
     
DIGF
$5,817
     
DIP
$2,458
     
DLA
$10,650
     
DOF
$91
     
PSIMBF
$2,060
     
SIGF
$558
     
WDMMF
$1,212
     
DF
$3,759
     
DSRGF
$841
     
DTCF
$801
     
         
Roslyn M. Watson
     
$186,500 (41)
DCM
$13,979
     
DGCMF
$12,718
     
DMCMP
$420
     
DNYMCM
$274
     
DTECMF
$1,615
     
DTACM
$10,326
     
DTPCM
$14,286
     
         
Benaree Pratt Wiley
     
$355,623 (66)
CSF
$0
     
DCM
$13,979
     
DGCMF
$12,718
     
ICAF
$79,245
     
IPMMF
$31,292
     
IRF
$17,617
     
DIGF
$5,817
     
DIP
$2,261
     
DLA
$10,417
     
DMCMP
$420
     
DNYMCM
$274
     
DOF
$91
     
PSIMBF
$1,874
     
SIGF
$514
     
DTECMF
$1,615
     
DTACM
$10,326
     
DTPCM
$14,286
     
WDMMF
$1,230
     
DF
$3,436
     
DSRGF
$771
     
DTCF
$801
     
         
Philip L. Toia***
     
$127,500 (57)
DCM
$13,979
     
DGCMF
$12,718
     
DMCMP
$420
     
DNYMCM
$274
     
DTECMF
$1,615
     
DTACM
$10,326
     
DTPCM
$14,286
     
__________________
*
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.
**
Represents the number of separate portfolios comprising the investment companies in the Fund Complex, including the Funds, for which the Board member served in 2012.
   
***
Emeritus Board member.

Independent Auditors' Fees
 
Set forth below for each Fund's last two fiscal years are the amounts billed to the Fund (or, in the case of (v), Service Affiliates (as defined below)) by the Fund's independent auditors for (i) services rendered for the audit of the Fund's annual financial statements or services that are normally provided by the independent auditors in connection with the statutory and regulatory filings or engagements for each of the last two fiscal years ("Audit Fees"); (ii) assurance and related services by the independent auditors that reasonably related to the performance of the audit of the Fund's financial statements, which are not reported under Audit Fees and which consisted of one or more of the following:  (a) security counts required by Rule 17f-2 under the 1940 Act, (b) advisory services as to the accounting or disclosure treatment of Fund transactions or events and (c) advisory services as to the accounting or disclosure treatment of the actual or potential impact to the Fund of final or proposed rules, standards or interpretations by the SEC, the Financial Accounting Standards Boards or other regulatory or standard-setting bodies ("Audit-Related Fees"); (iii) professional services rendered for tax compliance, tax planning and tax advice, which consisted of review or preparation of U.S. federal, state, local and excise tax returns ("Tax Fees"); (iv) other products and services provided ("All Other Fees"); and (v) non-audit services provided to the Fund and Service Affiliates ("Aggregate Non-Audit Fees").
 
Name of Fund
Fiscal Year Ended
Audit Fees
Audit-Related Fees
Tax Fees
All Other Fees
Aggregate Non-Audit Fees*
             
CSF
2012
$61,714
$24,000
$5,865
$275
$0
 
2013
$63,188
$12,000
$6,586
$0
$200,000
             
DCM
2012
$30,857
$6,000
$3,508
$10,160
$0
 
2013
$31,594
$6,000
$3,778
$312
$200,000
             
DGCMF
2012
$61,714
$12,000
$7,017
$7,870
$0
 
2013
$63,188
$12,000
$7,555
$7,555
$200,000
             
ICAF
2012
$30,857
$12,000
$2,933
$13,037
$0
 
2013
$31,594
$6,000
$3,293
$0
$200,000
             
IPMMF
2012
$61,714
$12,000
$5,850
$4,304
$0
 
2013
$63,188
$12,000
$7,127
$12
$200,000
             
IRF
2011
$90,936
$36,000
$10,525
$2,579
$0
 
2012
$92,571
$18,000
$10,002
$102
$200,000
             
DIGF
2011
$107,460
$18,000
$10,902
$510
$0
 
2012
$111,222
$18,000
$8,903
$2,768
$3,213
             
DIP
2011
$122,048
$62,774
$14,033
$208
$0
 
2012
$123,428
$36,431
$13,336
$12
$200,000
             
DLA
2011
$30,312
$12,000
$3,508
$1,383
$0
 
2012
$30,857
$6,000
$3,334
$4,238
$200,000
             
DMCMP
2012
$30,857
$6,000
$3,508
$287
$0
 
2013
$31,594
$6,000
$3,778
$8
$200,000
             
DNYMCM
2012
$30,857
$6,000
$3,508
$240
$0
 
2013
$31,594
$6,000
$3,778
$21
$200,000
             
DOF
2011
$30,312
$6,000
$2,731
$11
$0
 
2012
$30,857
$12,000
$3,331
$89
$200,000
             
PSIMBF
2012
$31,401
$6,000
$2,403
$15
$0
 
2013
$32,149
$6,000
$3,563
$339
$200,000
             
SIGF
2011
$35,820
$6,000
$2,460
$55
$0
 
2012
$37,074
$12,000
$4,382
$351
$200,000
             
DTECMF
2012
$92,571
$18,000
$9,656
$1,106
$0
 
2013
$94,782
$18,000
$11,333
$45
$200,000
             
DTACM
2012
$30,857
$6,000
$3,508
$4,243
$0
 
2013
$31,594
$6,000
$3,778
$201
$200,000
             
DTPCM
2012
$30,857
$6,000
$3,508
$6,416
$0
 
2013
$31,594
$6,000
$3,778
$2,052
$200,000
             
WDMMF
2011
$30,212
$6,000
$2,742
$135
$0
 
2012
$30,857
$6,000
$3,538
$2,267
$200,000
             
DF
2011
$30,312
$30,264
$3,508
$356
$0
 
2012
$30,857
$23,570
$3,334
$2,980
$200,000
             
DSRGF
2011
$30,312
$15,693
$3,508
$78
$0
 
2012
$30,857
$9,508
$3,334
$9
$200,000
DTCF
2012
 
$30,857
 
$12,000
 
$3,455
 
$939
 
$0
 
2013
$31,594
$6,000
$3,040
$0
$200,000
______________
*      For Service Affiliates ( i.e ., Dreyfus and any entity controlling, controlled by or under common control with Dreyfus that provides ongoing services to the Fund), none of such fees required pre-approval by the Audit Committee.
 
Note:  None of the Audit-Related Fees, Tax Fees or All Other Fees referenced above were performed pursuant to waiver of pre-approval by a Fund's Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.  None of the hours expended on the independent auditors' engagement to audit a Fund's financial statements for the most recent fiscal year were attributed to work performed by persons other than the independent auditors' full-time, permanent employees.

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

Independent Auditor Independence .  Each Fund's Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates which did not require pre-approval is compatible with maintaining the independent auditors' independence.
 
 
Part II

Part II sets forth information relevant to the officers of each Fund.
 
Name (Year of Birth)
Position with the Funds (Since) 1
 
Principal Occupation During Past 5 Years
   
Bradley J. Skapyak (1958)
President (2010)
Chief Operating Officer and a director of Dreyfus since June 2009, Chairman of Dreyfus Transfer, Inc., an affiliate of Dreyfus and the transfer agent of the Funds, since May 2011, and Executive Vice President of the Distributor since June 2007.  From April 2003 to June 2009, Mr. Skapyak was the head of the Investment Accounting and Support Department of Dreyfus.  He is an officer of 68 investment companies (comprised of 140 portfolios) managed by Dreyfus.  He has been an employee of Dreyfus since February 1988.
   
J. Charles Cardona 2 (1955)
Executive Vice President (2002)
President and a director of Dreyfus, Executive Vice President of the Distributor, President of Dreyfus Institutional Services Division, and an officer of 12 investment companies (comprised of 19 portfolios) managed by Dreyfus.
   
James Windels 3 (1958)
Treasurer (2001)
Director – Mutual Fund Accounting of Dreyfus, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
   
John Pak (1968)
Chief Legal Officer (2013)
 
 
Chief Legal Officer of Dreyfus and Associate General Counsel and Managing Director of BNY Mellon since August 2012.  From March 2005 to July 2012, Mr. Pak was Managing Director of Deutsche Bank, Deputy Global Head of Deutsche Asset Management Legal and Regional Head of Deutsche Asset Management Americas Legal.   He is an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
 
   
Janette E. Farragher (1962)
Vice President and Secretary (2011)
Assistant General Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
   
Kiesha Astwood (1973)
Vice President and Assistant Secretary (2010)
Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
   
James Bitetto (1966)
Vice President and Assistant Secretary (2005)
Senior Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
   
Joni Lacks Charatan (1955)
Vice President and Assistant Secretary (2005)
Senior Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
   
Joseph M. Chioffi (1961)
Vice President and Assistant Secretary (2005)
Senior Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
   
John B. Hammalian (1963)
Vice President and Assistant Secretary (2005)
Senior Managing Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
   
Robert M. Mullery (1952)
Vice President and Assistant Secretary (2005)
Managing Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
   
Jeff S. Prusnofsky (1965)
Vice President and Assistant Secretary (2005)
Senior Managing Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
   
Richard S. Cassaro (1959)
Assistant Treasurer (2008)
Senior Accounting Manager – Money Market and Municipal Bond Funds of Dreyfus, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
   
Gavin C. Reilly (1968)
Assistant Treasurer (2005)
Tax Manager of the Investment Accounting and Support Department
 of Dreyfus, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
   
Robert S. Robol 4 (1964)
Assistant Treasurer (2005)
Senior Accounting Manager – Fixed Income Funds of Dreyfus, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
   
Robert Salviolo (1967)
Assistant Treasurer (2007)
Senior Accounting Manager – Equity Funds of Dreyfus, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
   
Robert Svagna 5 (1967)
Assistant Treasurer (2002)
Senior Accounting Manager – Equity Funds of Dreyfus, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
   
Matthew D. Connolly (1972)
Anti-Money Laundering Compliance Officer (2012)
Anti-Money Laundering Compliance Officer of the Distributor since October 2011; from March 2010 to September 2011, Global Head, KYC Reviews and Director, UBS Investment Bank; until March 2010, AML Compliance Officer and Senior Vice President, Citi Global Wealth Management.  He is an officer of 64 investment companies (comprised of 160 portfolios) managed by Dreyfus.
   
Joseph W. Connolly (1957)
Chief Compliance Officer (2004)
Chief Compliance Officer of Dreyfus and The Dreyfus Family of Funds (69 investment companies, comprised of 165 portfolios).
_______________________
1
With respect to IRF, each officer has held his or her respective position with the Fund since 2008, except for Bradley Skapyak and Matthew Connolly and Mmes. Farragher and Astwood, whose dates are as shown above.
   
2
Mr. Cardona is an officer with respect to CSF, DCM, DGCMF, ICAF, IPMMF, IRF, DMCMP, DNYMCM, DTECMF, DTACM and DTPCM only.
   
3
With respect to ICAF, Mr. Windels has held the position with the Fund since 2002.
   
4
Mr. Robol has held this position since 2002 with respect to DLA and DF, 2003 with respect to DICAF and WDMMF, and 2005 with respect to DTCF, DOF, SIGF, DF, DIGF IPMMF and PSIMBF.
   
5
Mr. Svagna has held this position since 2002 with respect to DOF, PSIMBF, DTCF and DF, and 2005 with respect to WDMMF, IPMMF, DIGF, DLA and SIGF.

The address of each officer of the Funds is 200 Park Avenue, New York, New York 10166.
 
Part III
 
Part III sets forth information about ownership of Fund shares by Nominees, current Board members and Fund officers.  As of September 3, 2013, the following Nominees, current Board members and officers owned shares in the Funds as indicated below.  As of September 3, 2013, each Fund's current Board members and officers, as a group, owned less than 1% of the Fund's outstanding shares.
 
Name of Board Member,
Nominee or Officer
Fund
Amount of
Beneficial Ownership
       
Joseph W. Connolly
DLA-Class 1
92,131.280
 
Janette E. Farragher
WDMMF
13,666.970
 
Whitney I. Gerard
DF
801.357
 
Whitney I. Gerard
DLA-Class 1
197,077.950
 
Whitney I. Gerard
WDMMF
5,459.450
 
George L. Perry
DF
10,404.794
 
James Windels
DF
3.000
 
James Windels
WDMMF
2,668.400
 
       
       
       
 
 
EXHIBIT B
 
THE DREYFUS FAMILY OF FUNDS

Nominating Committee Charter and Procedures

 
ORGANIZATION
 
The Nominating Committee (the "Committee") of each fund in the Dreyfus Family of Funds (each, the "Fund") shall be composed solely of Directors/Trustees ("Directors") who are not "interested persons" of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act") ("Independent Directors").  The Board of Directors of the Fund (the "Board") shall select the members of the Committee and shall designate the Chairperson of the Committee.
 
RESPONSIBILITIES
 
The Committee shall select and nominate persons for election or appointment by the Board as Directors of the Fund.
 
EVALUATION OF POTENTIAL NOMINEES
 
The Board believes that Directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties.  In evaluating potential Director nominees (including any nominees recommended by shareholders as provided below) in light of this standard, and to address certain legal and other requirements and considerations associated with composition of the Board, the Committee shall consider, among other factors it may deem relevant:
 
 
·
the character and integrity of the person;
 
 
·
whether or not the person is qualified under applicable laws and regulations to serve as a Director of the Fund;
 
 
·
whether or not the person has any relationships that might impair his or her service on the Board;
 
 
·
whether nomination of the person would be consistent with Fund policy and applicable laws and regulations regarding the number and percentage of Independent Directors on the Board;
 
 
·
whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related fund complexes;
 
 
·
whether or not the person is willing to serve and is willing and able to commit the time necessary for the performance of the duties and responsibilities of a Director of the Fund; and
 
 
·
the educational background; business, professional training or practice ( e.g ., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the Board) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences.
 
In addition, the Committee may consider whether a potential nominee's professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board's membership and collective attributes.  Such considerations will vary based on the Board's existing membership and other factors, such as the strength of a potential nominee's overall qualifications relative to diversity considerations.

While the Committee is solely responsible for the selection and nomination of Directors, the Committee may consider nominees recommended by Fund shareholders.  The Committee will consider recommendations for nominees from shareholders sent to the Secretary of the Fund, c/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 7th 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 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 written consent of the individual to stand for election if nominated by the Board and to serve if elected by the shareholders, and such additional information must be provided regarding the recommended nominee as reasonably requested by the Committee.
 
NOMINATION OF DIRECTORS
 
After a determination by the Committee that 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 procedures from time to time, as it considers appropriate.
 

 
Adopted:  2010
 
 
  Important Notice Regarding the
Availability of Proxy Materials for the Special Meetings of Shareholders
to be held on December 6, 2013:
The Notice of Special Meetings of Shareholders, the Proxy Statement and copies of each Fund's most recent annual and, if applicable, semi-annual reports to shareholders are available at
www.dreyfus.com/proxyinfo.
 
 

_______________________________________________
 
CITIZENSSELECT FUNDS
DREYFUS INSTITUTIONAL CASH ADVANTAGE FUNDS
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUNDS
DREYFUS INSTITUTIONAL RESERVES FUNDS
DREYFUS INVESTMENT PORTFOLIOS
DREYFUS OPPORTUNITY FUNDS
_______________________________________________

 
The undersigned shareholder(s) of ____________________ (the "Fund"), hereby appoint(s) Robert R. Mullery and Kiesha Astwood, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote, as indicated herein, all of the shares of the Fund standing in the name of the undersigned at the close of business on October 11, 2013, at the Special Meetings of Shareholders to be held at The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, at 10:00 a.m., on December 6, 2013 and at any and all adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.
 
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL SHOWN ON THE REVERSE SIDE UNLESS OTHERWISE INDICATED.
 

 
PLEASE SIGN AND DATE ON THE REVERSE SIDE
 

 
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 1-877-907-7646 .
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 postage-paid envelope provided.

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

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:     x
-------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
 
 
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:  Isabel P. Dunst, Robin A. Melvin and Roslyn M. Watson.
 
__________________________________________________________________
 
2.     In their discretion, to vote on such other matters as may properly come before the meeting and any adjournments thereof.
 

 
 
Important Notice Regarding the
Availability of Proxy Materials for the Special Meetings of Shareholders
to be held on December 6, 2013:  
The Notice of Special Meetings of Shareholders, the Proxy Statement and copies of each Fund's most recent annual and, if applicable, semi-annual reports to shareholders are available at  
www.dreyfus.com/proxyinfo.
 
 

_______________________________________________
 
DREYFUS INVESTMENT GRADE FUNDS, INC.
DREYFUS LIQUID ASSETS, INC.
DREYFUS PREMIER SHORT-INTERMEDIATE MUNICIPAL BOND FUND
DREYFUS SHORT-INTERMEDIATE GOVERNMENT FUND
DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
THE DREYFUS FUND INCORPORATED
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND
THE DREYFUS THIRD CENTURY FUND, INC.
_______________________________________________

 
The undersigned shareholder(s) of ____________________ (the "Fund"), hereby appoint(s) Robert R. Mullery and Kiesha Astwood, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote, as indicated herein, all of the shares of the Fund standing in the name of the undersigned at the close of business on October 11, 2013, at the Special Meetings of Shareholders to be held at The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, at 10:00 a.m., on December 6, 2013 and at any and all adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.
 
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL SHOWN ON THE REVERSE SIDE UNLESS OTHERWISE INDICATED.
 

 
PLEASE SIGN AND DATE ON THE REVERSE SIDE
 

 
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 1-877-907-7646 .
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 postage-paid envelope provided.
 
If you are NOT voting by Telephone or Internet, Please Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:     x
-------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
 

 
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: Gordon J. Davis, Isabel P. Dunst, Robin A. Melvin and Roslyn M. Watson.
 
__________________________________________________________________
 
2.     In their discretion, to vote on such other matters as may properly come before the meeting and any adjournments thereof.
 
 
 
Important Notice Regarding the
Availability of Proxy Materials for the Special Meetings of Shareholders
to be held on December 6, 2013:  
The Notice of Special Meetings of Shareholders, the Proxy Statement and copies of each Fund's most recent annual and, if applicable, semi-annual reports to shareholders are available at  
www.dreyfus.com/proxyinfo.
 
 

_______________________________________________
 
DREYFUS CASH MANAGEMENT
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS TAX EXEMPT CASH MANAGEMENT FUNDS
DREYFUS TREASURY & AGENCY CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
_______________________________________________

 
The undersigned shareholder(s) of ____________________ (the "Fund"), hereby appoint(s) Robert R. Mullery and Kiesha Astwood, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote, as indicated herein, all of the shares of the Fund standing in the name of the undersigned at the close of business on October 11, 2013, at the Special Meetings of Shareholders to be held at The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, at 2:00 p.m., on December 6, 2013 and at any and all adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.
 
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL SHOWN ON THE REVERSE SIDE UNLESS OTHERWISE INDICATED.
 

 
PLEASE SIGN AND DATE ON THE REVERSE SIDE
 

 
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 1-877-907-7646 .
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 postage-paid envelope provided.
 
If you are NOT voting by Telephone or Internet, Please Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:     X
-------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
 

 
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: Gordon J. Davis, Isabel P. Dunst, Robin A. Melvin and Roslyn M. Watson.
 
__________________________________________________________________
 
 
2.     In their discretion, to vote on such other matters as may properly come before the meeting and any adjournments thereof.
 
 
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope

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

 
 
_________________________________________________________________
 
_______
 
__________________________________________
 
_________
Signature (PLEASE SIGN WITHIN BOX
Date
Signature (Joint Owners)
Date


 
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