485APOS 1 tv493342_485apos.htm 485APOS

 

File No333-34474

 

811-09891

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM N-1A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

 

 Pre-Effective Amendment No.  [__]

 

 Post-Effective Amendment No. 89  [X]

 

and/or

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

 

 Amendment No. 89  [X]

 

(Check appropriate box or boxes.)

 

Dreyfus Opportunity Funds

 

(Exact Name of Registrant as Specified in Charter)

 

c/o The Dreyfus Corporation

 

200 Park Avenue, New York, New York 10166

 

(Address of Principal Executive Offices) (Zip Code)

 

 Registrant's Telephone Number, including Area Code: (212) 922-6400

 

Bennett A. MacDougall, Esq.

 

200 Park Avenue

 

New York, New York 10166

 

(Name and Address of Agent for Service)

 

It is proposed that this filing will become effective (check appropriate box)

 

_____ immediately upon filing pursuant to paragraph (b)

 

_____ on (date) pursuant to paragraph (b)

 

_____ (days) days after filing pursuant to paragraph (a)(1)

 

_____ on (date) pursuant to paragraph (a)(1)

 

    X     75 days after filing pursuant to paragraph (a)(2)

 

_____ on (date) pursuant to paragraph (a)(2) of Rule 485

 

If appropriate, check the following box:

 

_____ this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

The following post-effective amendment to the Registrant's Registration Statement on Form N-1A relates only to the series listed below and does not relate to any other series of the Registrant.

 

Dreyfus Japan Equity Womenomics Fund

 

 

 

  

Subject to Completion, dated May 9, 2018

 

The information in this Prospectus is not complete and may be changed.  These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective.  The Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

 

 

 

 

Dreyfus Japan Equity Womenomics Fund

 

 

 

Prospectus

[_________], 2018

 

 

  Class Ticker
  A  
  C  
  I  
  Y  

 

As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.  

  

 

 

 

Contents

 

Fund Summary  
Fund Summary 1
   
Fund Details  
Goal and Approach 5
Investment Risks 6
Management 8
   
Shareholder Guide  
Choosing a Share Class 12
Buying and Selling Shares 17
General Policies 20
Distributions and Taxes 22
Services for Fund Investors 22
Financial Highlights 25
   
For More Information  

 

See back cover. 

 

 

 

 

Fund Summary

 

Investment Objective

 

 

The fund seeks long-term capital growth.

 

Fees and Expenses

 

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the fund or shares of other funds in the Dreyfus Family of Funds that are subject to a sales charge. More information about sales charges, including these and other discounts and waivers, is available from your financial professional and in the Shareholder Guide section beginning on page [__] of the prospectus and in the How to Buy Shares section and the Additional Information About How to Buy Shares section beginning on page II-1 and page III-1, respectively, of the fund's Statement of Additional Information.

 

Shareholder Fees (fees paid directly from your investment)

  Class A Class C Class I Class Y
Maximum sales charge (load) imposed on purchases
(as a percentage of offering price)
5.75 none none none
Maximum deferred sales charge (load)
(as a percentage of lower of purchase or sale price)
none* 1.00 none none
       

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

  Class A Class C Class I Class Y
Management fees __ __ __ __
Distribution (12b-1) fees none .75 none none
Other expenses (including shareholder services fees)1 __ __ __ __
Total annual fund operating expenses ___ ___ ___ ___
Fee waiver and/or expense reimbursement2 (__) (__) (__) (__)
Total annual fund operating expenses
(after fee waiver and/or expense reimbursement)
___ ___ ___ ___
*Class A shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a deferred sales charge of 1.00% if redeemed within one year.
1"Other expenses" are based on estimated amounts for the current fiscal year.
2The fund's investment adviser, The Dreyfus Corporation, has contractually agreed, until [____] 1, 2019, to waive receipt of its fees and/or assume the direct expenses of the fund so that the direct expenses of none of the classes (excluding Rule 12b-1 fees, shareholder services fees, taxes, interest, brokerage commissions, commitment fees on borrowings and extraordinary expenses) exceed [__]%. On or after [____] 1, 2019, The Dreyfus Corporation may terminate this expense limitation at any time.

 

Example

 

The Example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. The one-year example and the first year of the three-years example are based on net operating expenses, which reflect the expense limitation agreement by The Dreyfus Corporation. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

  1 Year 3 Years
Class A $ $
Class C $ $
Class I $ $
Class Y $ $

 

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You would pay the following expenses if you did not redeem your shares:

 

  1 Year 3 Years
Class A $ $
Class C $ $
Class I $ $
Class Y $ $

 

Portfolio Turnover

 

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the fund's performance.

 

Principal Investment Strategy

 

 

To pursue its goal, the fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of companies listed or principally traded on a recognized stock exchange in Japan. These are companies that, in the view of the fund's sub-adviser, demonstrate attractive investment attributes and benefit from the "Womenomics" initiative in Japan that seeks to promote economic growth through the general economic empowerment of women. This initiative includes efforts to ease barriers to female employment outside the home, promote women to leadership positions, and close the gender pay gap. The fund invests principally in common stocks, and may invest in the stocks of companies with any market capitalization.

 

The fund's sub-adviser uses an investment process that combines fundamental analysis and security valuation with the Womenomics growth theme. Security selection reflects a growth-at-reasonable-price (GARP) style. Through fundamental, bottom-up research with a mid- to long-term view, the fund's sub-adviser seeks to identify companies with investment attributes such as growth potential, the ability to deliver long term earnings above market expectations, and attractive valuations. The fund's sub-adviser selects for investment those Japanese companies it determines will benefit from the Womenomics initiative, such as companies that (i) actively employ and promote women to leadership positions and help close the gender pay gap or have determined to adopt such a strategy going forward, (ii) offer products or services designed for women, or (iii) benefit indirectly from the economic empowerment of women. By selecting such companies for investment by the fund, the fund's sub-adviser seeks investment opportunities that take advantage of societal and demographic changes in Japan and which the sub-adviser believes should benefit from the resultant growth of female economic power in Japan.

 

The fund may sell a company's stock for a variety of reasons, such as to secure gains, to respond to a change in the fundamental outlook for the company, or to redeploy assets into more promising opportunities.

 

Securities in which the fund invests generally will be denominated in Japanese yen. Under normal conditions, the fund will not engage in currency hedging.

 

Principal Risks

 

 

An investment in the fund is not a bank deposit. It is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. It is not a complete investment program. The fund's share price fluctuates, sometimes dramatically, which means you could lose money.

 

·Risks of concentrating investments in Japan. The fund's performance will be influenced by political, social and economic factors affecting Japan. As a result, the fund's performance could be more volatile than that of more geographically diversified mutual funds. The Japanese economy has only recently emerged from a prolonged economic downturn. Since the year 2000, Japan's economic growth rate has remained relatively low compared to that of its Asian neighbors and other major developed economies. The economy is characterized by an aging demographic, a declining population, a large government debt and a highly regulated labor market. The Japanese economy is more dependent on international trade than the United States, and can be adversely affected by trade tariffs, other protectionist measures, competition from emerging economies, and the economic conditions of its trading partners. The Japanese yen has fluctuated widely at times, and any material increase in its value may cause a decline in exports that could weaken the Japanese economy. Investments denominated in yen also are subject to the risk that the yen will decline in value relative to the U.S. dollar and affect the value of these investments held by the fund. Some of

 

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these factors, as well as other adverse political developments, increases in government debt, changes to fiscal, monetary or trade policies, and natural disasters, may affect Japanese markets and the fund's performance.

 

·Investment approach risk. The sub-adviser's investment approach may cause the fund to perform differently than mutual funds that invest in equity securities of Japanese companies, but that do not take into consideration the initiative in Japan to promote the general economic empowerment of women when selecting stocks for investment. This investment approach – investing in companies the fund's sub-adviser determines will benefit from the Womenomics initiative − may result in the fund forgoing opportunities to buy certain securities when it might otherwise be advantageous to do so, or selling securities when it might otherwise be disadvantageous for the fund to do so.

 

·Risks of stock investing. Stocks generally fluctuate more in value than bonds and may decline significantly over short time periods. There is the chance that stock prices overall will decline because stock markets tend to move in cycles, with periods of rising prices and falling prices. The market value of a stock may decline due to general market conditions or because of factors that affect the particular company or the company's industry.

 

·Liquidity risk. When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities in a timely manner at or near their perceived value. In such a market, the value of such securities and the fund's share price may fall dramatically. Investments that are illiquid or that trade in lower volumes may be more difficult to value. Investments in foreign securities tend to have greater exposure to liquidity risk than domestic securities.

 

·Market capitalization risk (small-, mid- and large-cap stock risk). To the extent the fund emphasizes small-, mid- or large-cap stocks, it will assume the associated risks. At any given time, any of these market capitalizations may be out of favor with investors. Compared to small- and mid-cap companies, large-cap companies may be less responsive to changes and opportunities affecting their business. To the extent the fund invests in small- and mid-cap companies, it will be subject to additional risks because the operating histories of these companies tend to be more limited, their earnings and revenues less predictable (and some companies may be experiencing significant losses), and their share prices more volatile than those of larger, more established companies. The shares of smaller companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the fund's ability to sell these securities.

 

·Growth and value stock risk. By investing in a mix of growth and value companies, the fund assumes the risks of both. Investors often expect growth companies to increase their earnings at a certain rate. If these expectations are not met, investors can punish the stocks inordinately, even if earnings do increase. In addition, growth stocks may lack the dividend yield that may cushion stock prices in market downturns. Value stocks involve the risk that they may never reach their expected full market value, either because the market fails to recognize the stock's intrinsic worth or the expected value was misgauged. They also may decline in price even though in theory they are already undervalued.

 

·Market sector risk. The fund may significantly overweight or underweight certain companies, industries or market sectors, which may cause the fund's performance to be more or less sensitive to developments affecting those companies, industries or sectors.

 

·Non-diversification risk. The fund is non-diversified, which means that the fund may invest a relatively high percentage of its assets in a limited number of issuers. Therefore, the fund's performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than a diversified fund.

 

Performance

 

 

As a new fund, past performance information is not available for the fund as of the date of this prospectus. Annual performance returns provide some indication of the risks of investing in the fund by showing changes in performance from year to year. Comparison of fund performance to an appropriate index indicates how the fund's average annual returns compare with those of a broad measure of market performance. The fund's designated broad-based securities market index is the Tokyo Stock Price Index (TOPIX), a free-float adjusted market capitalization-weighted index which measures the performance of the overall Japanese stock market. The fund's past performance (before and after taxes) is not necessarily an indication of how the fund will perform in the future. Within a reasonable period of time after the fund commences operations, performance information will be available at www.dreyfus.com.

 

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Portfolio Management

 

 

The fund's investment adviser is The Dreyfus Corporation (Dreyfus). Dreyfus has engaged its affiliate, BNY Mellon Asset Management Japan Limited (BNYM Japan), to serve as the fund's sub-investment adviser.

 

The fund is managed by a team of investment professionals employed by BNYM Japan, consisting of Makiko Togari, Miyuki Kashima, Masafumi Oshiden, Kazuya Kurosawa and Takashi Shimoyanagita, who have managed the fund since the fund's inception in [____] 2018. Ms. Togari is the lead portfolio manager of the fund and the Japan Equity Womenomics Strategy at BNYM Japan. Ms. Kashima is head of Japanese Equity Investments at BNYM Japan. Messrs. Oshiden and Kurosawa are investment managers and Mr. Shimoyanagita is an analyst at BNYM Japan.

 

Purchase and Sale of Fund Shares

 

 

In general, for each share class, other than Class Y, the fund's minimum initial investment is $1,000 and the minimum subsequent investment is $100. For Class Y shares, the minimum initial investment generally is $1,000,000, with no minimum subsequent investment. You may sell (redeem) your shares on any business day by calling 1-800-DREYFUS (inside the U.S. only) or by visiting www.dreyfus.com. If you invested in the fund through a third party, such as a bank, broker-dealer or financial adviser, or through a Retirement Plan (as defined below), you may mail your request to sell shares to Dreyfus Institutional Department, P.O. Box 9882, Providence, Rhode Island 02940-8082. If you invested directly through the fund, you may mail your request to sell shares to Dreyfus Shareholder Services, P.O. Box 9879, Providence, Rhode Island 02940-8079. If you are an Institutional Direct accountholder, please contact your BNY Mellon relationship manager for instructions. Retirement Plans include qualified or non-qualified employee benefit plans, such as 401(k), 403(b)(7), Keogh, pension, profit-sharing and other deferred compensation plans, whether established by corporations, partnerships, sole proprietorships, non-profit entities, trade or labor unions, or state and local governments, but do not include IRAs (including, without limitation, traditional IRAs, Roth IRAs, Coverdell Education Savings Accounts, IRA "Rollover Accounts" or IRAs set up under Simplified Employee Pension Plans (SEP-IRAs), Salary Reduction Simplified Employee Pension Plans (SARSEPs) or Savings Incentive Match Plans for Employees (SIMPLE IRAs)).

 

Tax Information

 

 

The fund's distributions are taxable as ordinary income or capital gains, except when your investment is through an IRA, Retirement Plan or other U.S. tax-advantaged investment plan (in which case you may be taxed upon withdrawal of your investment from such account).

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

 

If you purchase shares (other than Class Y shares) through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. To the extent that the intermediary may receive lesser or no payments in connection with the sale of other investments, the payments from the fund and its related companies may create a potential conflict of interest by influencing the broker-dealer or other intermediary and your financial representative to recommend the fund over the other investments. This potential conflict of interest may be addressed by policies, procedures or practices adopted by the financial intermediary. As there may be many different policies, procedures or practices adopted by different intermediaries to address the manner in which compensation is earned through the sale of investments or the provision of related services, the compensation rates and other payment arrangements that may apply to a financial intermediary and its representatives may vary by intermediary. Ask your financial representative or visit your financial intermediary's website for more information.

 

  4

 

 

Fund Details

 

Goal and Approach

 

 

The fund seeks long-term capital growth. To pursue its goal, the fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of companies listed or principally traded on a recognized stock exchange in Japan. These are companies that, in the view of the fund's sub-adviser, demonstrate attractive investment attributes and benefit from the "Womenomics" initiative in Japan that seeks to promote economic growth through the general economic empowerment of women. This initiative includes efforts to ease barriers to female employment outside the home, promote women to leadership positions, and close the gender pay gap. The fund's investment objective and the policy with respect to the investment of 80% of its net assets may be changed by the fund's board, upon 60 days' prior notice to shareholders.

 

Womenomics is part of Japan's attempts to revive its economy, specifically by advocating for a larger role for women in the economy—not as a matter of social policy or gender equity per se, but as an essential element of any solution to Japan's nearly twenty years of persistent low economic growth. As part of the Japanese government's growth policy, the government has set targets for raising the female work force participation rate and raising the percent of women in leadership positions.

 

The fund's sub-adviser uses an investment process that combines fundamental analysis and security valuation with the Womenomics growth theme. Security selection reflects a growth-at-reasonable-price (GARP) style. While the fund's sub-adviser takes into consideration the macro outlook for the overall economy and industries within Japan, the sub-adviser's investment decision-making process focuses on bottom-up stock selection. Through fundamental, bottom-up research with a mid- to long-term view, the fund's sub-adviser seeks to identify companies with investment attributes such as growth potential, the ability to deliver long term earnings above market expectations, and attractive valuations. The fund's sub-adviser selects for investment those Japanese companies it determines will benefit from the Womenomics initiative, such as companies that (i) actively employ and promote women to leadership positions and help close the gender pay gap or have determined to adopt such a strategy going forward, (ii) offer products or services designed for women, or (iii) benefit indirectly from the economic empowerment of women. By selecting such companies for investment by the fund, the fund's sub-adviser seeks investment opportunities that take advantage of societal and demographic changes in Japan and which the sub-adviser believes should benefit from the resultant growth of female economic power in Japan.

 

The fund invests principally in common stocks, but its equity investments also may include preferred stocks and convertible securities, including those purchased in initial public offerings (IPOs) or shortly thereafter. The fund also may invest in exchange-traded funds (ETFs) and real estate investment trusts (REITs) listed or principally traded on a recognized stock exchange in Japan. The fund may invest in the stocks of companies with any market capitalization.

 

The fund may sell a company's stock for a variety of reasons, such as to secure gains, to respond to a change in the fundamental outlook for the company, or to redeploy assets into more promising opportunities.

 

Securities in which the fund invests generally will be denominated in Japanese yen. Under normal conditions, the fund will not engage in currency hedging.

 

Although not a principal investment strategy, the fund may, but is not required to, use derivatives, such as options, futures and options on futures (including those relating to stocks, indexes and foreign currencies) and forward contracts (including foreign currency forward contracts), as a substitute for investing directly in an underlying asset, to increase returns, to manage foreign currency risk or as part of a hedging strategy. To the extent such instruments have similar economic characteristics to equity securities of Japanese companies as described in the fund's policy with respect to the investment of at least 80% of its net assets, the value of such instruments will be included in the 80% policy. Derivatives may be entered into on established exchanges or through privately negotiated transactions referred to as over-the-counter derivatives. A derivatives contract will obligate or entitle the fund to deliver or receive an asset or cash payment based on the change in value of the underlying asset. When the fund enters into derivatives transactions, it may be required to segregate liquid assets or enter into offsetting positions or otherwise cover its obligations, in accordance with

 

  5

 

 

applicable regulations, while the positions are open. The fund also may purchase or sell securities on a forward commitment basis. These transactions involve a commitment by the fund to purchase or sell particular securities, with payment and delivery taking place at a future date, and permit the fund to lock in a price on a security it owns or intends to purchase, regardless of future changes in market conditions.

 

The fund may lend its portfolio securities to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions. Loans of portfolio securities may not exceed 33-1/3% of the value of the fund's total assets.

 

The fund is non-diversified.

 

Investment Risks

 

 

An investment in the fund is not a bank deposit. It is not insured or guaranteed by the FDIC or any other government agency. It is not a complete investment program. The value of your investment in the fund will fluctuate, sometimes dramatically, which means you could lose money.

 

·Risks of concentrating investments in Japan. The fund's performance will be influenced by political, social and economic factors affecting Japan. As a result, the fund's performance could be more volatile than that of more geographically diversified mutual funds. The Japanese economy has only recently emerged from a prolonged economic downturn. Since the year 2000, Japan's economic growth rate has remained relatively low compared to that of its Asian neighbors and other major developed economies. The economy is characterized by an aging demographic, a declining population, a large government debt and a highly regulated labor market. Economic growth is dependent on domestic consumption, deregulation and consistent government policy. The Japanese economy is more dependent on international trade than the United States, and may be adversely affected by trade tariffs, other protectionist measures, competition from emerging economies, and the economic conditions of its trading partners. Japan has a growing economic relationship with China and other Southeast Asian countries, and economic, political or social instability in those countries, whether resulting from country, regional or global events, could have an adverse affect on Japan's economy. The Japanese yen has fluctuated widely at times, and any material increase in its value may cause a decline in exports that could weaken the Japanese economy. Investments denominated in yen also are subject to the risk that the yen will decline in value relative to the U.S. dollar and affect the value of these investments held by the fund. Some of these factors, as well as other adverse political developments, increases in government debt, changes to fiscal, monetary or trade policies, and natural disasters, may affect Japanese markets and the fund's performance.

 

·Investment approach risk. The sub-adviser's investment approach may cause the fund to perform differently than mutual funds that invest in equity securities of Japanese companies, but that do not take into consideration the initiative in Japan to promote the general economic empowerment of women when selecting stocks for investment. This investment approach – investing in companies the fund's sub-adviser determines will benefit from the Womenomics initiative − may result in the fund forgoing opportunities to buy certain securities when it might otherwise be advantageous to do so, or selling securities when it might otherwise be disadvantageous for the fund to do so.

 

·Risks of stock investing. Stocks generally fluctuate more in value than bonds and may decline significantly over short time periods. There is the chance that stock prices overall will decline because stock markets tend to move in cycles, with periods of rising prices and falling prices. The market value of a stock may decline due to general market conditions that are not related to the particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. A security's market value also may decline because of factors that affect the particular company, such as management performance, financial leverage and reduced demand for the company's products or services, or factors that affect the company's industry, such as labor shortages or increased production costs and competitive conditions within an industry.

 

·Liquidity risk. When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities in a timely manner at or near their perceived value. In such a market, the value of such securities and the fund's share price may fall dramatically, even during periods of declining interest rates. Investments that are illiquid or that trade in lower volumes may be more difficult to value. Investments in foreign securities tend to have greater exposure to liquidity risk than domestic securities. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates). Liquidity risk also may refer to the risk that the fund will not be able to pay redemption proceeds within the allowable time period stated in this prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. To meet redemption requests, the fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions, which may adversely affect the fund's share price.

 

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·Market capitalization risk (small-, mid- and large-cap stock risk). To the extent the fund emphasizes small-, mid- or large-cap stocks, it will assume the associated risks. At any given time, any of these market capitalizations may be out of favor with investors. Compared to small- and mid-cap companies, large-cap companies may be less responsive to changes and opportunities affecting their business. To the extent the fund invests in small- and mid-cap companies, it will be subject to additional risks because the operating histories of these companies tend to be more limited, their earnings and revenues less predictable (and some companies may be experiencing significant losses), and their share prices more volatile than those of larger, more established companies. The shares of smaller companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the fund's ability to sell these securities. Smaller companies may have limited product lines, markets or financial resources, or may depend on a limited management group. Some of the fund's investments will rise and fall based on investor perception rather than economic factors. Other investments may be made in anticipation of future products, services or events whose delay or cancellation could cause the stock price to drop.

 

·Growth and value stock risk. By investing in a mix of growth and value companies, the fund assumes the risks of both. Investors often expect growth companies to increase their earnings at a certain rate. If these expectations are not met, investors can punish the stocks inordinately, even if earnings do increase. In addition, growth stocks may lack the dividend yield that may cushion stock prices in market downturns. Value stocks involve the risk that they may never reach their expected full market value, either because the market fails to recognize the stock's intrinsic worth or the expected value was misgauged. They also may decline in price even though in theory they are already undervalued.

 

·Market sector risk. The fund may significantly overweight or underweight certain companies, industries or market sectors, which may cause the fund's performance to be more or less sensitive to developments affecting those companies, industries or sectors.

 

·Non-diversification risk. The fund is non-diversified, which means that the fund may invest a relatively high percentage of its assets in a limited number of issuers. Therefore, the fund's performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than a diversified fund.

 

In addition to the principal risks described above, the fund is subject to the following additional risks that are not anticipated to be principal risks of investing in the fund:

 

·ETF and other investment company risk. To the extent the fund invests in pooled investment vehicles, such as ETFs and other investment companies, the fund will be affected by the investment policies, practices and performance of such entities in direct proportion to the amount of assets the fund has invested therein. The risks of investing in other investment companies, including ETFs, typically reflect the risks associated with the types of instruments in which the investment companies invest. When the fund invests in an ETF or other investment company, shareholders of the fund will bear indirectly their proportionate share of the expenses of the ETF or other investment company (including management fees) in addition to the expenses of the fund. ETFs are exchange-traded investment companies that are, in many cases, designed to provide investment results corresponding to an index. The value of the underlying securities can fluctuate in response to activities of individual companies or in response to general market and/or economic conditions. Additional risks of investments in ETFs include: (i) the market price of an ETF's shares may trade at a discount to its net asset value; (ii) an active trading market for an ETF's shares may not develop or be maintained; or (iii) trading may be halted if the listing exchanges' officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide "circuit breakers" (which are tied to large decreases in stock prices) halts trading generally. The fund will incur brokerage costs when purchasing and selling shares of ETFs.

 

·REIT risk. Investments in REITs expose the fund to risks similar to investing directly in real estate. REITs are characterized as equity REITs, mortgage REITs and hybrid REITs, which combine the characteristics of both equity and mortgage REITs. Equity REITs, which may include operating or finance companies, own real estate directly and the value of, and income earned by, the REITs depends upon the income of the underlying properties and the rental income they earn. Equity REITs also can realize capital gains (or losses) by selling properties that have appreciated (or depreciated) in value. Mortgage REITs can make construction, development or long-term mortgage loans and are sensitive to the credit quality of the borrower. Mortgage REITs derive their income from interest payments on such loans. Hybrid REITs generally hold both ownership interests and mortgage interests in real estate. The value of securities issued by REITs is affected by tax and regulatory requirements and by perceptions of management skill. They also may be affected by general economic conditions and are subject to heavy cash flow dependency, defaults by borrowers or tenants, self-liquidation at an economically disadvantageous time, and the possibility of failing to qualify for favorable tax treatment under applicable U.S. or foreign law and/or to maintain exempt status under the Investment Company Act of 1940, as amended.

 

·Convertible securities risk. Convertible securities may be converted at either a stated price or stated rate into underlying shares of common stock. Convertible securities generally are subordinated to other similar but non-convertible

 

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securities of the same issuer. Although to a lesser extent than with fixed-income securities, the market value of convertible securities tends to decline as interest rates increase. In addition, because of the conversion feature, the market value of convertible securities tends to vary with fluctuations in the market value of the underlying common stock. Although convertible securities provide for a stable stream of income, they are subject to the risk that their issuers may default on their obligations. Convertible securities also offer the potential for capital appreciation through the conversion feature, although there can be no assurance of capital appreciation because securities prices fluctuate. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality because of the potential for capital appreciation.

 

·Preferred stock risk. Preferred stock is a class of a capital stock that typically pays dividends at a specified rate. Preferred stock is generally senior to common stock, but subordinate to debt securities, with respect to the payment of dividends and on liquidation of the issuer. The market value of preferred stock generally decreases when interest rates rise and is also affected by the issuer's ability to make payments on the preferred stock.

 

·IPO risk. The prices of securities purchased in IPOs can be very volatile. The effect of IPOs on the fund's performance depends on a variety of factors, including the number of IPOs the fund invests in relative to the size of the fund and whether and to what extent a security purchased in an IPO appreciates or depreciates in value. As a fund's asset base increases, IPOs often have a diminished effect on such fund's performance.

 

·Derivatives risk. A small investment in derivatives could have a potentially large impact on the fund's performance. The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying assets, and the fund's use of derivatives may result in losses to the fund. Derivatives in which the fund may invest can be highly volatile, illiquid and difficult to value, and there is the risk that changes in the value of a derivative held by the fund will not correlate with the underlying assets or the fund's other investments in the manner intended. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. Certain types of derivatives, including over-the-counter transactions, involve greater risks than the underlying assets because, in addition to general market risks, they are subject to liquidity risk, credit and counterparty risk (failure of the counterparty to the derivatives transaction to honor its obligation) and pricing risk (risk that the derivative cannot or will not be accurately valued). Future rules and regulations of the Securities and Exchange Commission (SEC) may require the fund to alter, perhaps materially, its use of derivatives.

 

·Forward commitments risk. The purchase or sale of securities on a forward commitment basis means delivery and payment take place at a future date at a predetermined price. When purchasing a security on a forward commitment basis, the fund would assume the risks of ownership of the security, including the risk of price fluctuations, and takes such fluctuations into account when determining its net asset value.

 

·Leverage risk. The use of leverage, such as lending portfolio securities, entering into futures contracts or forward currency contracts and engaging in forward commitment transactions, may magnify the fund's gains or losses. Because many derivatives have a leverage component, adverse changes in the value or level of the underlying asset or reference rate can result in a loss substantially greater than the amount invested in the derivative itself.

 

·Portfolio turnover risk. The fund may engage in short-term trading, which could produce higher transaction costs and taxable distributions, and lower the fund's after-tax performance.

 

·Securities lending risk. The fund may lend its portfolio securities to brokers, dealers and other financial institutions. In connection with such loans, the fund will receive collateral from the borrower equal to at least 100% of the value of the loaned securities. If the borrower of the securities fails financially, there could be delays in recovering the loaned securities or exercising rights to the collateral.

 

·Other potential risks. Under adverse market conditions, the fund could invest some or all of its assets in U.S. Treasury securities and money market securities or hold cash. Although the fund would do this for temporary defensive purposes, it could reduce the benefit from any upswing in the market. During such periods, the fund's investments may not be consistent with its principal investment strategies, and the fund may not achieve its investment objective.

 

Management

 

 

The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages approximately $[___] billion in [___] mutual fund portfolios. The fund has agreed to pay Dreyfus a management fee at the annual rate of [___]% of the fund's average daily net assets. A discussion regarding the basis for the board's approving the fund's management agreement with Dreyfus will be available in the fund's semi-annual report for the period ending [______], 2018. Dreyfus is the primary mutual fund business of The Bank of New York Mellon Corporation (BNY Mellon), a global financial services company focused on helping clients manage and service their financial assets, operating in 35 countries and serving more than 100 markets. BNY Mellon is a leading investment management and investment services company, uniquely focused to help clients manage and move

 

  8

 

 

their financial assets in the rapidly changing global marketplace. BNY Mellon has $[___] trillion in assets under custody and administration and $[__] trillion in assets under management. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation. BNY Mellon Investment Management is one of the world's leading investment management organizations, and one of the top U.S. wealth managers, encompassing BNY Mellon's affiliated investment management firms, wealth management services and global distribution companies. Additional information is available at www.bnymellon.com.

 

The Dreyfus asset management philosophy is based on the belief that discipline and consistency are important to investment success. For each fund, Dreyfus seeks to establish clear guidelines for portfolio management and to be systematic in making decisions. This approach is designed to provide each fund with a distinct, stable identity.

 

Dreyfus has engaged its affiliate, BNY Mellon Asset Management Japan Limited, to serve as the fund's sub-investment adviser. BNYM Japan, an indirect wholly-owned subsidiary of BNY Mellon, was established in 1998 and is regulated by the Japan Financial Services Agency and registered in the United States with the SEC as an investment adviser. BNYM Japan, subject to Dreyfus' supervision and approval, provides day-to-day management of the fund's assets. BNYM Japan's principal office is located at Marunouchi Trust Tower, Main 1-8-3 Marunouchi, Chiyoda-ku, Tokyo, 100-0005, Japan. As of [June 30], 2018, BNYM Japan managed approximately $[___] billion in funds and institutional accounts. A discussion regarding the basis for the board's approving the sub-investment advisory agreement between Dreyfus and BNYM Japan will be available in the fund's semi-annual report for the period ending [_____], 2018.

 

Investment decisions for the fund are made by a team of investment professionals who are members of the Japan Equity Investment Division at BNYM Japan. Team members Makiko Togari, Miyuki Kashima, Masafumi Oshiden, Kazuya Kurosawa and Takashi Shimoyanagita have been jointly and primarily responsible for managing the fund's portfolio since the fund's inception in [____] 2018. Ms. Togari is the lead portfolio manager of the fund and the Japan Equity Womenomics Strategy at BNYM Japan, which she joined in April 2013. Ms. Kashima is head of Japanese Equity Investments at BNYM Japan, which she joined in April 2013. Mr. Oshiden is an investment manager at BNYM Japan, which he joined in April 2013. Mr. Kurosawa is an investment manager at BNYM Japan, which he joined in May 2013. Mr. Shimoyanagita is an analyst at BNYM Japan, which he joined in January 2015. Prior thereto from 2012, he was an analyst at Amundi Japan Ltd.

 

The fund's Statement of Additional Information (SAI) provides additional portfolio manager information, including compensation, other accounts managed and ownership of fund shares.

 

Dreyfus has obtained from the SEC an exemptive order (the existing order), upon which the fund may rely, to use a manager of managers approach that permits Dreyfus, subject to certain conditions and approval by the fund's board, to enter into and materially amend sub-investment advisory agreements with one or more sub-advisers who are either unaffiliated with Dreyfus or are wholly-owned subsidiaries (as defined in the Investment Company Act of 1940, as amended) of Dreyfus' ultimate parent company, BNY Mellon, without obtaining shareholder approval. Dreyfus has applied for an exemptive order from the SEC, which would replace the existing order, and upon which the fund may rely if granted by the SEC, that would permit Dreyfus, subject to certain conditions and approval by the fund's board, to hire and replace one or more sub-advisers that are either unaffiliated or affiliated with Dreyfus (whether or not wholly-owned subsidiaries of BNY Mellon), without obtaining shareholder approval. The requested order, like the existing order, also relieves the fund from disclosing the sub-investment advisory fee paid by Dreyfus to an unaffiliated sub-adviser in documents filed with the SEC and provided to shareholders. In addition, pursuant to the existing order, it is not necessary to disclose the sub-investment advisory fee payable by Dreyfus separately to a sub-adviser that is a wholly-owned subsidiary of BNY Mellon in documents filed with the SEC and provided to shareholders; such fees are to be aggregated with fees payable to Dreyfus. The requested order would require the same disclosure with respect to the sub-investment advisory fee payable by Dreyfus separately to a sub-adviser that is an affiliate of Dreyfus (whether or not a wholly-owned subsidiary of BNY Mellon). Dreyfus has ultimate responsibility (subject to oversight by the fund's board) to supervise any sub-adviser and recommend the hiring, termination, and replacement of any sub-adviser to the fund's board. Currently, the fund has selected BNYM Japan, a wholly-owned subsidiary of BNY Mellon that is covered under the existing order, to manage all of the fund's assets. One of the conditions of the requested order, like the existing order, is that the fund's board, including a majority of the "non-interested" board members, must approve each new sub-adviser. In addition, the fund would be required under the requested order, as it is required under the existing order, to provide shareholders with information about each new sub-adviser within 90 days of the hiring of any new sub-adviser. There is no guarantee that the requested order will be granted by the SEC.

 

Certain bank regulatory restrictions applicable to BNY Mellon (the parent company of Dreyfus) and internal BNY Mellon policies intended to ensure compliance with such regulations may, from time to time, preclude the fund from

 

  9

 

 

purchasing (and, in very limited instances, require the fund to reduce its position in) particular securities or financial instruments, even if such securities or financial instruments would meet the investment objectives of the fund. 

MBSC Securities Corporation (MBSC), a wholly-owned subsidiary of Dreyfus, serves as distributor of the fund and of the other funds in the Dreyfus Family of Funds. Any Rule 12b-1 fees and shareholder services fees, as applicable, are paid to MBSC for financing the sale and distribution of fund shares and for providing shareholder account service and maintenance, respectively. Dreyfus or MBSC may provide cash payments out of its own resources to financial intermediaries that sell shares of funds in the Dreyfus Family of Funds (except Class Y shares) or provide other services. Such payments are separate from any sales charges, 12b-1 fees and/or shareholder services fees or other expenses that may be paid by a fund to those financial intermediaries. Because those payments are not made by fund shareholders or the fund, the fund's total expense ratio will not be affected by any such payments. These payments may be made to financial intermediaries, including affiliates, that provide shareholder servicing, sub-administration, recordkeeping and/or sub-transfer agency services, marketing support and/or access to sales meetings, sales representatives and management representatives of the financial intermediary. Cash compensation also may be paid from Dreyfus' or MBSC's own resources to financial intermediaries for inclusion of a fund on a sales list, including a preferred or select sales list or in other sales programs. These payments sometimes are referred to as "revenue sharing." From time to time, Dreyfus or MBSC also may provide cash or non-cash compensation to financial intermediaries or their representatives in the form of occasional gifts; occasional meals, tickets or other entertainment; support for due diligence trips; educational conference sponsorships; support for recognition programs; technology or infrastructure support; and other forms of cash or non-cash compensation permissible under broker-dealer regulations. In some cases, these payments or compensation may create an incentive for a financial intermediary or its employees to recommend or sell shares of the fund to you. This potential conflict of interest may be addressed by policies, procedures or practices that are adopted by the financial intermediary. As there may be many different policies, procedures or practices adopted by different intermediaries to address the manner in which compensation is earned through the sale of investments or the provision of related services, the compensation rates and other payment arrangements that may apply to a financial intermediary and its representatives may vary by intermediary. Please contact your financial representative for details about any payments they or their firm may receive in connection with the sale of fund shares or the provision of services to the fund.

 

The fund, Dreyfus, the fund's sub-adviser and MBSC have each adopted a code of ethics that permits its personnel, subject to such code, to invest in securities, including securities that may be purchased or held by the fund. Each code of ethics restricts the personal securities transactions of employees, and requires portfolio managers and other investment personnel to comply with the code's preclearance and disclosure procedures. The primary purpose of the respective codes is to ensure that personal trading by employees does not disadvantage any fund managed by Dreyfus or its affiliates.

 

Comparable Account Performance Information

 

The fund's sub-adviser manages certain funds and discretionary investment management accounts using substantially similar investment objectives, policies and strategies as it does managing the fund's assets (collectively, the "Comparable Accounts"). The tables below show the returns for a composite of all Comparable Accounts (the "Account Composite") and for the Tokyo Stock Price Index (TOPIX). The Index information is provided to represent the investment environment existing at the time periods shown. The TOPIX is unmanaged and an investor may not invest directly in such Index. Investors should not consider this performance data as an indication of the future performance of the fund or the Account Composite.

 

[The performance figures for the Account Composite reflect the deduction of all management fees and performance fees charged to investors in the Comparable Accounts, and all other expenses (excluding taxes) of the Comparable Accounts during the periods shown,] and not the management fee and other expenses payable by the fund. The management fees charged to investors in the Comparable Accounts are available upon request from BNYM Japan and are disclosed in Part 2 of BNYM Japan's Form ADV. None of the Comparable Accounts is registered as an investment company under the Investment Company Act of 1940, as amended. The performance of the Account Composite could have been adversely affected by the imposition of certain regulatory requirements, restrictions and limitations if such accounts had been regulated as investment companies under the U.S. federal securities and tax laws. Additionally, although it is anticipated that the fund and Comparable Accounts included in the Account Composite may hold similar securities, their investment results are expected to differ. In particular, differences in asset size and in cash flow resulting from purchases and redemptions of fund shares may result in different security selections, differences in the relative weightings of securities or differences in the price paid for particular fund holdings. In addition, certain of the fund's share classes are subject to a sales load and the fund's total operating expenses may be higher than those of the Comparable Accounts; if the applicable fund sales loads and the fund's expenses were reflected, the performance shown would be lower. Please remember that past performance is not indicative of future returns, and that the investment

 

  10

 

 

return and principal value of an investment will fluctuate, sometimes dramatically, so that an investor's shares, when redeemed, may be worth more or less than their original cost.

 

Historical performance information for the Account Composite and the TOPIX is shown below. [The Comparable Accounts have been managed in Japanese yen and returns have been converted into U.S. dollars for purposes of reporting the Account Composite performance shown below.] All Account Composite total returns and total assets are calculated in U.S. dollars and reflect the reinvestment of dividends and other distributions. [Performance figures for the Account Composite reflect the deduction of all management fees and performance fees charged to investors in the Comparable Accounts, and all other expenses (excluding taxes) of the Comparable Accounts during the periods shown. BNYM Japan claims compliance with the Global Investment Performance Standards (GIPS®) and has prepared and presented the Account Composite in compliance with the GIPS standards. This calculation method differs from guidelines of the SEC for calculating performance of mutual funds. If the performance was calculated in accordance with SEC standardized performance methodology the performance results may have been different. BNYM Japan has been independently verified by an independent registered public accounting firm for periods July 1, 2009 through December 31, 2017. Verification assesses whether (1) the firm has complied with all the composite construction requirements of the GIPS standards on a firm-wide basis and (2) the firm’s policies and procedures are designed to calculate and present performance in compliance with the GIPS standards. Verification does not ensure the accuracy of any specific composite presentation.] Additional information regarding BNYM Japan's policies and procedures for calculating and reporting performance returns, and a listing and description of all of its composites, are available upon request for financial advisers by calling 1-800-334-6899 and for individual shareholders by calling 1-800-DREYFUS (inside the U.S. only).

 

BNYM JAPAN

Equity Womenomics Composite

Annual Total Returns

Year Ended December 31 Account
Composite Net
Total Return
Account
Composite
Gross
Total Return
TOPIX
Total Return1
Number of
Accounts
Composite
Dispersion
Account
Composite
Total Assets
($ millions)
2017 % % %   N/M $
2016 % % %   N/M $
2015 % % %   N/M $
20142 % % %   N/M $

 

1 Sources of foreign exchange rates may be different between the composite and the Index.
2 Composite creation date was June 9, 2014.

 

N/M indicates not meaningful.

 

The year-to-date total return of the Account Composite as of 3/31/18 was [___]%.

 

Average Annual Total Returns as of 12/31/17

 

  1 Year 3 Years Since Inception
(6/9/2014)
Account Composite (Net) % % %
Account Composite (Gross) % % %
TOPIX* % % %

 

*Sources of foreign exchange rates may be different between the composite and the Index.

 

  11

 

 

Shareholder Guide

 

Choosing a Share Class

 

 

The fund is designed primarily for people who are investing through third party intermediaries that have entered into selling agreements with the fund's distributor, such as banks, brokers, dealers or financial advisers (collectively, financial intermediaries), or in Retirement Plans. Financial intermediaries with whom you open a fund account may have different policies and procedures than those described in this prospectus or the SAI. Accordingly, the availability of certain share classes and/or shareholder privileges or services described in this prospectus or the SAI will depend on the policies, procedures and trading platforms of the financial intermediary or Retirement Plan recordkeeper. To be eligible for the share classes and/or shareholder privileges or services described in this prospectus or the SAI, you may need to open a fund account directly with the fund's distributor or a financial intermediary that offers such classes and/or privileges or services. The fund also may offer one or more other classes of shares, described in separate prospectuses. Financial intermediaries purchasing fund shares on behalf of their clients determine the class of shares available for their clients. Consult a representative of your financial intermediary or Retirement Plan for further information.

 

This prospectus offers Class A, C, I and Y shares of the fund.

 

Your financial intermediary may receive different compensation for selling one class of shares than for selling another class, and may impose its own account fees and methods for purchasing and selling fund shares, which may depend on, among other things, the type of investor account and the policies, procedures and practices adopted by your financial intermediary. You should review these arrangements with your financial representative before determining which class to invest in.

 

The different classes of fund shares represent investments in the same portfolio of securities, but the classes are subject to different expenses and will likely have different share prices. When choosing a class, you should consider your investment amount, anticipated holding period, the potential costs over your holding period and whether you qualify for any reduction or waiver of the sales charge. It is important to remember that any contingent deferred sales charge (CDSC) or Rule 12b-1 fees have the same purpose as the front-end sales charge: to compensate the distributor for concessions and expenses it pays to dealers and financial intermediaries in connection with the sale of fund shares. No front-end sales charge or CDSC is charged on fund shares acquired through the reinvestment of fund dividends or capital gains distributions. Because the Rule 12b-1 fee is paid out of the fund's assets on an ongoing basis, over time it will increase the cost of your investment and may cost you more than paying other types of sales charges. Information regarding sales charges is not made available separately at www.dreyfus.com because such information is fully contained in this prospectus and in the SAI in the How to Buy Shares section and the Additional Information About How to Buy Shares section beginning on page II-1 and page III-1, respectively.

 

A complete description of these classes follows.

 

Class A Shares

 

When you invest in Class A shares, you pay the public offering price, which is the share price, or net asset value (NAV), plus the initial sales charge that may apply to your purchase. The amount of the initial sales charge is based on the size of your investment, as the following table shows. We also describe below how you may reduce or eliminate the initial sales charge (see "Sales Charge Reductions and Waivers"). Class A shares are subject to an annual shareholder services fee of .25% paid to the fund's distributor for shareholder account service and maintenance.

 

Since some of your investment goes to pay an up-front sales charge when you purchase Class A shares, you purchase fewer shares than you would with the same investment in Class C shares. Nevertheless, you are usually better off purchasing Class A shares, rather than Class C shares, and paying an up-front sales charge if you:

 

·plan to own the shares for an extended period of time, since the ongoing Rule 12b-1 fees on Class C shares may eventually exceed the cost of the up-front sales charge; and

 

·qualify for a reduced or waived sales charge

 

If you invest $1 million or more (and are not eligible to purchase Class I or Y shares), Class A shares will always be the most advantageous choice.

 

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  Total Sales Load — Class A Shares
Amount of Transaction As a % of Offering
Price per Share

As a % of Net Asset

Value per Share

Less than $50,000 5.75 6.10
$50,000 to less than $100,000 4.50 4.71
$100,000 to less than $250,000 3.50 3.63
$250,000 to less than $500,000 2.50 2.56
$500,000 to less than $1,000,000 2.00 2.04
$1,000,000 or more* -0- -0-

 

* No sales charge applies on investments of $1 million or more, but a CDSC of 1% may be imposed on certain redemptions of such shares within one year of the date of purchase. See "Additional Information About CDSCs" below.

 

Sales Charge Reductions and Waivers

 

To receive a reduction or waiver of your initial sales charge or CDSC, you must let your financial intermediary or the fund's distributor, as applicable, know at the time you purchase fund shares that you qualify for such a reduction or waiver. If you do not let your financial intermediary or the fund's distributor, as applicable, know that you are eligible for a reduction or waiver, you may not receive the reduction or waiver to which you are otherwise entitled. In order to receive a reduction or waiver, you may be required to provide your financial intermediary or the fund's distributor, as applicable, with evidence of your qualification for the reduction or waiver. You should consult a representative of your financial intermediary. Certain sales charge reductions and waivers are available only if you purchase your shares directly from the fund's distributor for fund accounts maintained with the distributor; these sales charge reductions and waivers are described below. In addition, shareholders purchasing Class A shares of the fund through an omnibus account maintained with Merrill Lynch will be eligible only for sales charge reductions and waivers made available by Merrill Lynch; these sales charge reductions and waivers are also described below.

 

If you purchase Class A shares directly through the fund's distributor or through a financial intermediary, other than Merrill Lynch, you can reduce your initial sales charge in the following ways:

 

·Rights of accumulation. You can count toward the amount of your investment your total account value in all shares of the fund and other Dreyfus Funds that are subject to a sales charge. For example, if you have $1 million invested in shares that are subject to a sales charge of other Dreyfus Funds, you can invest in Class A shares of the fund without an initial sales charge. For purposes of determining "your total account value", shares held will be valued at their current market value. We may terminate or change this privilege at any time on written notice.

 

·Letter of intent. You can sign a letter of intent, in which you agree to invest a certain amount (your goal) over a 13-month period in shares of the fund and other Dreyfus Funds that are subject to a sales charge, and your initial sales charge will be based on your goal. A 90-day back-dated period can also be used to count previous purchases toward your goal. Your goal must be at least $50,000, and your initial investment must be at least $5,000. Each purchase will be made at the public offering price applicable to a single transaction of the dollar amount specified in the letter of intent. The sales charge will be adjusted if you do not meet your goal. By signing a letter of intent, you authorize the fund's transfer agent to hold in escrow 5% of the amount indicated in the letter of intent and redeem Class A shares in your account to pay the additional sales charge if the letter of intent goal is not met prior to the expiration of the 13-month period. See "Additional Information About Shareholder Services" in the SAI.

 

·Combine with family members and other related purchasers. You can also count toward the amount of your investment all investments in shares that are subject to a sales charge of other Dreyfus Funds, by your spouse and your minor children (family members), including their rights of accumulation and goals under a letter of intent. In addition, (i) a trustee or other fiduciary purchasing securities for a single trust estate or a single fiduciary account although more than one beneficiary is involved and (ii) a group of accounts established by or on behalf of the employees of an employer or affiliated employers pursuant to a Retirement Plan will each be permitted to combine their investments for purposes of reducing or eliminating sales charges. See "How to Buy Shares" in the SAI.

 

Class A shares may be purchased at NAV without payment of a sales charge by the following individuals and entities, if such shares are purchased directly through the fund's distributor or through a financial intermediary, other than Merrill Lynch:

 

·full-time or part-time employees, and their spouses or domestic partners and minor children, of Dreyfus or any of its affiliates

 

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·board members of Dreyfus and board members of the Dreyfus Family of Funds, and their spouses or domestic partners and minor children

 

·full-time employees, and their spouses and minor children, of financial intermediaries

 

·"wrap" accounts for the benefit of clients of financial intermediaries

 

·investors who participate in a self-directed investment brokerage account program offered by a financial intermediary that may or may not charge their customers a transaction fee

 

·Retirement Plans, provided that, if such Class A shares are purchased through a financial intermediary, the financial intermediary performs recordkeeping or other administrative services for the Retirement Plan

 

·shareholders in Dreyfus-sponsored IRA rollover accounts funded with the distribution proceeds from Retirement Plans. Upon establishing the Dreyfus-sponsored IRA rollover account in the fund, the shareholder becomes eligible to make subsequent purchases of Class A shares of the fund at NAV in such account

 

In addition, shareholders of the fund will receive Class A shares of the fund at NAV without payment of a sales charge upon the conversion of such shareholders' Class C shares of the fund in the month of or month following the 10-year anniversary date of the purchase of the Class C shares.

 

Class A shares may be purchased at NAV without payment of a sales charge by the following individuals and entities, if such shares are purchased directly through the fund's distributor for fund accounts maintained with the distributor:

 

·investors who either (i) have, or whose spouse or minor children have, beneficially owned shares and continuously maintained an open account with the fund's distributor in a Dreyfus-managed fund since on or before February 28, 2006, or (ii) such purchase is for a self-directed investment account that may or may not be subject to a transaction fee

 

·qualified separate accounts maintained by an insurance company; any state, county or city or instrumentality thereof; and charitable organizations investing $50,000 or more in fund shares and charitable remainder trusts

 

Front-end sales charge reductions on Class A shares purchased through Merrill Lynch

 

Shareholders purchasing Class A shares of the fund through an omnibus account maintained with Merrill Lynch will be eligible only for the following sales charge reductions, which may differ from those disclosed elsewhere in this prospectus or the SAI. Such shareholders can reduce their initial sales charge in the following ways:

 

·Transaction size breakpoints, as described above in this prospectus.

 

·Rights of accumulation (ROA), which entitle shareholders to breakpoint discounts as described above in this prospectus, will be automatically calculated based on the aggregated holdings of shares of funds in the Dreyfus Family of Funds held in accounts of the purchaser and the purchaser's household members at Merrill Lynch. Shares of funds in the Dreyfus Family of Funds not held in accounts of the purchaser's household members at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets.

 

·Letter of intent, which allows for breakpoint discounts as described above in this prospectus, based on anticipated purchases of shares of funds in the Dreyfus Family of Funds purchased through Merrill Lynch over a 13-month period.

 

Front-end sales charge waivers on Class A shares purchased through Merrill Lynch

 

Shareholders purchasing Class A shares of the fund through an omnibus account maintained with Merrill Lynch will be eligible only for the following sales charge waivers, which may differ from those disclosed elsewhere in this prospectus or the SAI. Such shareholders may purchase Class A shares at NAV without payment of a sales charge as follows:

 

·shares purchased by employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and the shares are held for the benefit of the plan

 

·shares purchased by or through a 529 plan

 

·shares purchased through a Merrill Lynch-affiliated investment advisory program

 

·shares purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynch's platform

 

·shares purchased through the Merrill Edge Self-Directed platform

 

  14

 

 

·shares of the fund purchased through reinvestment of dividends and capital gains distributions of the fund (but not any other fund in the Dreyfus Family of Funds)

 

·shares of the fund received through an exchange of Class C shares of the fund in the month of or month following the 10-year anniversary date of the purchase of the Class C shares

 

·shares purchased by employees and registered representatives of Merrill Lynch or its affiliates and their family members

 

·shares purchased by board members of the fund and employees of Dreyfus or any of its affiliates, as described in this prospectus

 

·shares purchased from the proceeds of a redemption of shares of a fund in the Dreyfus Family of Funds, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end sales charge or CDSC (Right of Reinstatement)

 

Class C Shares

 

Since you pay no initial sales charge, an investment of less than $1 million in Class C shares buys more shares than the same investment would in Class A shares. However, Class C shares are subject to an annual Rule 12b-1 fee of .75% paid to the fund's distributor in connection with the sale of Class C shares and an annual shareholder services fee of .25% paid to the fund's distributor for shareholder account service and maintenance. Because the Rule 12b-1 fees are paid out of the fund's assets attributable to Class C shares on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges, such as the initial sales charge on Class A shares. Class C shares redeemed within one year of purchase are subject to a 1% CDSC. See "Additional Information About CDSCs" below. Class C shares automatically convert to Class A shares in the month of or month following the 10-year anniversary date of the purchase of the Class C shares, based on the relative net asset value of each such class without the imposition of any sales charge, fee or other charge.

 

Because Class A shares will always be a more favorable investment than Class C shares for investments of $1 million or more, the fund will generally not accept a purchase order for Class C shares in the amount of $1 million or more. While the fund will take reasonable steps to prevent investments of $1 million or more in Class C shares, it may not be able to identify such investments made through certain financial intermediaries or omnibus accounts.

 

Class I Shares

 

Since you pay no initial sales charge, an investment of less than $1 million in Class I shares buys more shares than the same investment would in a class of shares subject to an initial sales charge. There is also no CDSC imposed on redemptions of Class I shares, and you do not pay any ongoing service or distribution fees.

 

Class I shares may be purchased by:

 

·bank trust departments, trust companies and insurance companies that have entered into agreements with the fund's distributor to offer Class I shares to their clients

 

·institutional investors acting in a fiduciary, advisory, agency, custodial or similar capacity for Retirement Plans and SEP-IRAs that have entered into agreements with the fund's distributor to offer Class I shares to such plans and are not eligible to purchase Class Y shares

 

·law firms or attorneys acting as trustees or executors/administrators

 

·foundations and endowments that make an initial investment in the fund of at least $1 million and are not eligible to purchase Class Y shares

 

·sponsors of college savings plans that qualify for tax-exempt treatment under Section 529 of the Internal Revenue Code, that maintain an omnibus account with the fund and do not require shareholder tax reporting or 529 account support responsibilities from the fund's distributor

 

·advisory fee-based accounts offered through financial intermediaries who, depending on the structure of the selected advisory platform, make Class I shares available

 

·certain institutional clients of a BNY Mellon investment advisory subsidiary, provided that such clients are approved by Dreyfus and are not eligible to purchase Class Y shares

 

·U.S.-based employees of BNY Mellon, board members of Dreyfus and board members of funds in the Dreyfus Family of Funds, and the spouse, domestic partner or minor child of any of the foregoing, subject to certain conditions described in the SAI, and provided that such Class I shares are purchased directly through the fund's distributor

 

  15

 

 

·unaffiliated investment companies approved by the fund's distributor

 

Institutions purchasing fund shares on behalf of their clients determine whether Class I shares will be available for their clients. Accordingly, the availability of Class I shares of the fund will depend on the policies, procedures and trading platforms of the institutional investor.

 

Class Y Shares

 

Class Y shares are not subject to an initial sales charge or any service or distribution fees. There also is no CDSC imposed on redemptions of Class Y shares. The fund, Dreyfus or the fund's distributor or their affiliates will not make any shareholder servicing, sub-transfer agency, administrative or recordkeeping payments, nor will Dreyfus or the fund's distributor or their affiliates provide any "revenue sharing" payments, with respect to Class Y shares.

 

Class Y shares of the fund may be purchased by:

 

·institutional investors, acting for themselves or on behalf of their clients, that make an initial investment in Class Y shares of the fund of at least $1 million

 

·Retirement Plans, or certain recordkeepers of Retirement Plan platforms that maintain plan level or super-omnibus accounts with the fund, provided that, in each case, they make an initial investment in Class Y shares of the fund of at least $1 million per plan sponsor or per super-omnibus account or have, in the opinion of Dreyfus, adequate intent and availability of assets to reach a future level of investment of $1 million or more in Class Y shares of the fund

 

·certain institutional clients of a BNY Mellon investment advisory subsidiary, provided that such clients are approved by Dreyfus and make an initial investment in Class Y shares of the fund of at least $1 million

 

·certain funds in the Dreyfus Family of Funds and series of BNY Mellon Funds Trust

 

Generally, each institutional investor will be required to open and maintain a single master account with the fund for all purposes. With respect to recordkeepers of Retirement Plan platforms, the fund considers a super-omnibus account to be one single master account maintained by the Retirement Plan recordkeeper on behalf of multiple Retirement Plans. Certain holders of Class I shares of the fund who meet the eligibility requirements for the purchase of Class Y shares of the fund and who do not require the fund, Dreyfus or the fund's distributor or their affiliates to make any shareholder servicing, sub-transfer agency, administrative or recordkeeping payments may have all of their Class I shares of the fund converted into Class Y shares of the fund. Dreyfus, the fund's distributor or their affiliates will not provide any "revenue sharing" payments with respect to Class I shares converted into Class Y shares.

 

Institutions purchasing fund shares on behalf of their clients determine whether Class Y shares will be available for their clients. Accordingly, the availability of Class Y shares of the fund will depend on the policies, procedures and trading platforms of the institutional investor.

 

Additional Information About CDSCs

 

The fund's CDSC is based on the lesser of the NAV of the shares at the time of redemption or the original offering price (which is the original NAV). In addition:

 

·No CDSC is charged on fund shares you acquired by reinvesting your fund dividends or capital gains distributions.

 

·No CDSC is charged on the per share appreciation of your fund account over the initial purchase price of the shares.

 

·To keep your CDSC as low as possible, each time you place a request to sell shares, the fund will first sell any shares in your account that do not carry a CDSC and then the shares in your account that have been held the longest.

 

The fund's CDSC on Class A and C shares may be waived for shares purchased directly through the fund's distributor or through a financial intermediary, other than Merrill Lynch, in the following cases:

 

·exchanges of shares, except if shares acquired by exchange are then redeemed within the period during which a CDSC would apply to the initial shares purchased

 

·redemptions made within one year of death or disability of the shareholder

 

·redemptions due to receiving applicable required minimum distributions from IRA accounts (other than Roth IRAs or Coverdell Education Savings Accounts) upon reaching age 70½

 

·redemptions made through Dreyfus Automatic Withdrawal Plan, if such redemptions do not exceed 12% of the value of the account annually

 

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·redemptions by Retirement Plans, provided that, if such shares were purchased through a financial intermediary, the financial intermediary performs recordkeeping or other administrative services for the Retirement Plan

 

CDSC waivers on Class A and C shares purchased through Merrill Lynch

 

Fund shares purchased through an omnibus account maintained with Merrill Lynch will be eligible only for the following CDSC waivers, which may differ from those disclosed elsewhere in this prospectus or the SAI:

 

·redemptions made within one year of death or disability of the shareholder

 

·redemptions made through Dreyfus Automatic Withdrawal Plan, if such redemptions do not exceed 12% of the value of the account annually

 

·redemptions made in connection with a return of excess contributions from an IRA account

 

·shares acquired through a Right of Reinstatement (as defined above)

 

·redemptions due to receiving applicable required minimum distributions from IRA accounts (other than Roth IRAs or Coverdell Education Savings Accounts) upon reaching age 70½

 

·redemptions made to pay Merrill Lynch fees, but only if the redemption is initiated by Merrill Lynch

 

·redemptions of fund shares held in a retirement brokerage account that are exchanged for shares of a lower cost share class in connection with the transfer to certain fee based accounts or platforms

 

Buying and Selling Shares

 

 

Dreyfus calculates fund NAVs as of the scheduled close of trading on the New York Stock Exchange (NYSE) (usually 4:00 p.m. Eastern time) on days the NYSE is scheduled to be open for regular business. Your order will be priced at the next NAV calculated after your order is received in proper form by the fund's transfer agent or other authorized entity. "Proper form" refers to completion of an account application (if applicable), satisfaction of requirements in this section (subject to "Shareholder Guide—General Policies") and any applicable conditions in "Additional Information About How to Redeem Shares" in the SAI. Authorized entities other than the fund's transfer agent may apply different conditions for the satisfaction of "proper form" requirements. For more information, consult a representative of your financial intermediary. When calculating NAVs, Dreyfus values equity investments on the basis of market quotations or official closing prices. Dreyfus generally values fixed-income investments based on values supplied by an independent pricing service approved by the fund's board. The pricing service's procedures are reviewed under the general supervision of the board. If market quotations or official closing prices or valuations from a pricing service are not readily available, or are determined not to reflect accurately fair value, the fund may value those investments at fair value as determined in accordance with procedures approved by the fund's board. Fair value of investments may be determined by the fund's board, its pricing committee or its valuation committee in good faith using such information as it deems appropriate under the circumstances. Under certain circumstances, the fair value of foreign equity securities will be provided by an independent pricing service. Using fair value to price investments may result in a value that is different from a security's most recent closing price and from the prices used by other mutual funds to calculate their net asset values. Over-the-counter derivative instruments generally will be valued based on values supplied by an independent pricing service approved by the fund's board. Futures contracts will be valued at the most recent settlement price. Forward currency contracts will be valued using the forward rate obtained from an independent pricing service approved by the fund's board. ETFs will be valued at their market price. Foreign securities held by the fund may trade on days when the fund does not calculate its NAV and thus may affect the fund's NAV on days when investors will not be able to purchase or sell (redeem) fund shares.

 

Investments in certain types of thinly traded securities may provide short-term traders arbitrage opportunities with respect to the fund's shares. For example, arbitrage opportunities may exist when trading in a portfolio security or securities is halted and does not resume, or the market on which such securities are traded closes before the fund calculates its NAV. If short-term investors in the fund were able to take advantage of these arbitrage opportunities, they could dilute the NAV of fund shares held by long-term investors. Portfolio valuation policies can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that such valuation policies will prevent dilution of the fund's NAV by short-term traders. While the fund has a policy regarding frequent trading, it too may not be completely effective to prevent short-term NAV arbitrage trading, particularly in regard to omnibus accounts. Please see "Shareholder Guide — General Policies" for further information about the fund's frequent trading policy.

 

Orders to buy and sell shares received by an authorized entity (such as a bank, broker-dealer or financial adviser, or Retirement Plan that has entered into an agreement with the fund's distributor) by the time as of which the fund calculates its NAV and transmitted to the fund's distributor or its designee by the close of its business day (usually 5:15 p.m. Eastern time) will be based on the NAV determined that day.

 

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How to Buy Shares

 

By Mail.

 

Regular Accounts. To open a regular account, complete an application and mail it, together with a check payable to The Dreyfus Family of Funds, to the appropriate address below. To purchase additional shares in a regular account, mail a check payable to The Dreyfus Family of Funds (with your account number on your check), together with an investment slip, to the appropriate address below.

 

IRA Accounts. To open an IRA account or make additional investments in an IRA account, be sure to specify the fund name and the year for which the contribution is being made. When opening a new account include a completed IRA application applicable to the type of IRA for which the investment is made, and when making additional investments include an investment slip. Make checks payable to The Dreyfus Family of Funds, and mail to the appropriate address below.

 

Mailing Address. If you are investing directly through the fund, mail to:

 

Dreyfus Shareholder Services
P.O. Box 9879
Providence, Rhode Island 02940-8079

 

If you are investing through a third party, such as a bank, broker-dealer or financial adviser, or in a Retirement Plan, mail to:

 

Dreyfus Institutional Department
P.O. Box 9882
Providence, Rhode Island 02940-8082

 

If you are applying for an Institutional Direct account, please contact your BNY Mellon relationship manager for mailing instructions.

 

Electronic Check or Wire. To purchase shares in a regular or IRA account by wire or electronic check, please call 1-800-DREYFUS (inside the U.S. only) for more information.

 

Telephone or Online. To purchase additional shares by telephone or online, you can call 1-800-DREYFUS (inside the U.S. only) or visit www.dreyfus.com to request your transaction. In order to do so, you must have elected the Dreyfus TeleTransfer Privilege on your account application or a Shareholder Services Form. See "Services for Fund Investors — Wire Redemption and Dreyfus TeleTransfer Privileges" for more information. Institutional Direct accounts are not eligible for online services.

 

Automatically. You may purchase additional shares in a regular or IRA account by selecting one of Dreyfus' automatic investment services made available to the fund on your account application or service application. See "Services for Fund Investors."

 

The minimum initial and subsequent investment (except as set forth below) is $1,000 and $100, respectively. For Class Y shares, the minimum initial investment generally is $1,000,000, with no minimum subsequent investment. The minimum initial investment for Dreyfus-sponsored Retirement Plans or Dreyfus-sponsored IRAs (other than Coverdell Education Savings Accounts) is $750, with no minimum subsequent investment. The minimum initial investment for Dreyfus-sponsored Coverdell Education Savings Accounts is $500, with no minimum subsequent investment. Subsequent investments made through Dreyfus TeleTransfer are subject to a $100 minimum and a $150,000 maximum. All investments must be in U.S. dollars. Third-party checks, cash, travelers' checks or money orders will not be accepted. You may be charged a fee for any check that does not clear.

 

How to Sell Shares

 

You may sell (redeem) shares at any time. Your shares will be sold at the next NAV calculated after your order is received in proper form by the fund's transfer agent or other authorized entity, less any applicable CDSC. Any certificates representing fund shares being sold must be returned with your redemption request. Your order will be processed promptly.

 

If you request the fund to transmit your redemption proceeds to you by check, the fund expects that your redemption proceeds normally will be sent within two business days after your request is received in proper form. If you request the fund to transmit your redemption proceeds to you by wire via the Wire Redemption Privilege ($1,000 minimum) or electronic check via the Dreyfus TeleTransfer Privilege ($500 minimum), and the fund has your bank account information on file, the fund expects that your redemption proceeds normally will be wired within one business day or sent by electronic check within two business days, as applicable, to your bank account after your request is received in proper form. See "Services for Fund Investors — Wire Redemption and Dreyfus TeleTransfer Privileges" for more

 

  18

 

 

information. Payment of redemption proceeds may take longer than the number of days the fund typically expects and may take up to seven days after your order is received in proper form by the fund's transfer agent or other authorized entity, particularly during periods of stressed market conditions or very large redemptions or excessive trading.

 

The processing of redemptions may be suspended, and the delivery of redemption proceeds may be delayed beyond seven days, depending on the circumstances, for any period: (i) during which the NYSE is closed (other than on holidays or weekends), or during which trading on the NYSE is restricted; (ii) when an emergency exists that makes the disposal of securities owned by the fund or the determination of the fair value of the fund's net assets not reasonably practicable; or (iii) as permitted by order of the Securities and Exchange Commission for the protection of fund shareholders. For these purposes, the Securities and Exchange Commission determines the conditions under which trading shall be deemed to be restricted and an emergency shall be deemed to exist.

 

Before selling shares recently purchased by check, Dreyfus TeleTransfer or Automatic Asset Builder, please note that:

 

·if you send a written request to sell such shares, the fund may delay sending the proceeds for up to eight business days following the purchase of those shares or until the fund receives verification of clearance of the funds used to purchase such shares

 

·the fund will not process wire, telephone, online or Dreyfus TeleTransfer redemption requests for up to eight business days following the purchase of those shares or until the fund receives verification of clearance of the funds used to purchase such shares

 

Under normal circumstances, the fund expects to meet redemption requests by using cash it holds in its portfolio or selling portfolio securities to generate cash. In addition, the fund, and certain other funds in the Dreyfus Family of Funds, may draw upon an unsecured credit facility for temporary or emergency purposes to meet redemption requests. The fund also reserves the right to pay redemption proceeds in securities rather than cash (i.e., "redeem in kind"), to the extent the composition of the fund's investment portfolio enables it to do so, if the amount redeemed is large enough to affect fund operations (for example, if it exceeds 1% of the fund's assets) or the redemption request is during stressed market conditions. Securities distributed in connection with any such redemption in-kind are expected to generally represent your pro rata portion of assets held by the fund immediately prior to the redemption, with adjustments as may be necessary in connection with, for example, certain derivatives, restricted securities, odd lots or fractional shares. Any securities distributed in-kind will remain exposed to market risk until sold, and you may incur transaction costs and taxable gain when selling the securities.

 

By Mail.

 

Regular Accounts. To redeem shares in a regular account by mail, send a letter of instruction that includes your name, your account number, the name of the fund, the share class, the dollar amount to be redeemed and how and where to send the proceeds. Mail your request to the appropriate address below.

 

IRA Accounts. To redeem shares in an IRA account by mail, send a letter of instruction that includes all of the same information for regular accounts and indicate whether the distribution is qualified or premature and whether the 10% TEFRA should be withheld. Mail your request to the appropriate address below.

 

Mailing Address. If you invested directly through the fund, mail to:

 

Dreyfus Shareholder Services
P.O. Box 9879
Providence, Rhode Island 02940-8079

 

If you invested through a third party, such as a bank, broker-dealer or financial adviser, or in a Retirement Plan, mail to:

 

Dreyfus Institutional Department
P.O. Box 9882
Providence, Rhode Island 02940-8082

 

If you are an Institutional Direct accountholder, please contact your BNY Mellon relationship manager for mailing instructions.

 

A medallion signature guarantee is required for some written sell orders. These include:

 

·amounts of $10,000 or more on accounts whose address has been changed within the last 30 days

 

·requests to send the proceeds to a different payee or address

 

·amounts of $100,000 or more

 

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A medallion signature guarantee helps protect against fraud. You can obtain one from most banks or securities dealers, but not from a notary public. For joint accounts, each signature must be guaranteed. Please call to ensure that your medallion signature guarantee will be processed correctly.

 

Telephone or Online. To redeem shares by telephone or online, call 1-800-DREYFUS (inside the U.S. only) or, for regular accounts, visit www.dreyfus.com to request your transaction. Institutional Direct accounts are not eligible for online services.

 

By calling 1-800-DREYFUS (inside the U.S. only), you may speak to a Dreyfus representative and request that redemption proceeds be paid by check and mailed to your address of record (maximum $250,000 per day). For redemption requests made online through www.dreyfus.com or through Dreyfus Express® automated account access system, there is a $100,000 per day limit.

 

Automatically. You may sell shares in a regular account by completing a Dreyfus Automatic Withdrawal Form which you can obtain by calling 1-800-DREYFUS (inside the U.S. only), visiting www.dreyfus.com or contacting your financial representative. For instructions on how to establish automatic withdrawals to sell shares in an IRA account, please call 1-800-DREYFUS (inside the U.S. only) or contact your financial representative. See "Services for Fund Investors — Automatic Services."

 

General Policies

 

 

The fund and the fund's transfer agent are authorized to act on telephone or online instructions from any person representing himself or herself to be you and reasonably believed by the fund or the transfer agent to be genuine. You may be responsible for any fraudulent telephone or online order as long as the fund or the fund's transfer agent (as applicable) takes reasonable measures to confirm that the instructions are genuine.

 

The fund reserves the right to reject any purchase or exchange request in whole or in part. All shareholder services and privileges offered to shareholders may be modified or terminated at any time, except as otherwise stated in the fund's SAI. Please see the fund's SAI for additional information on buying and selling shares, privileges and other shareholder services.

 

If you invest through a financial intermediary (rather than directly through the fund), the policies may be different than those described herein. For example, banks, brokers, Retirement Plans, financial advisers and financial supermarkets may charge transaction fees and may set different minimum investments or limitations on buying or selling shares. Please consult your financial representative.

 

The fund is designed for long-term investors. Frequent purchases, redemptions and exchanges may disrupt portfolio management strategies and harm fund performance by diluting the value of fund shares and increasing brokerage and administrative costs. As a result, Dreyfus and the fund's board have adopted a policy of discouraging excessive trading, short-term market timing and other abusive trading practices (frequent trading) that could adversely affect the fund or its operations. Dreyfus and the fund will not enter into arrangements with any person or group to permit frequent trading.

 

The fund also reserves the right to:

 

·refuse any purchase or exchange request, including those from any individual or group who, in Dreyfus' view, is likely to engage in frequent trading

 

·change or discontinue fund exchanges, or temporarily suspend exchanges during unusual market conditions

 

·change its minimum investment amount

 

More than four roundtrips within a rolling 12-month period generally is considered to be frequent trading. A roundtrip consists of an investment that is substantially liquidated within 60 days. Based on the facts and circumstances of the trades, the fund may also view as frequent trading a pattern of investments that are partially liquidated within 60 days.

 

Transactions made through Dreyfus Automatic Withdrawal Plan, Dreyfus Auto-Exchange Privileges, automatic investment plans (including Dreyfus Automatic Asset Builder®), automatic non-discretionary rebalancing programs and minimum required retirement distributions generally are not considered to be frequent trading. For Retirement Plans, generally only participant-initiated exchange transactions are subject to the roundtrip limit.

 

Dreyfus monitors selected transactions to identify frequent trading. When its surveillance systems identify multiple roundtrips, Dreyfus evaluates trading activity in the account for evidence of frequent trading. Dreyfus considers the investor's trading history in other accounts under common ownership or control, in other Dreyfus Funds and BNY Mellon Funds and, if known, in non-affiliated mutual funds and accounts under common control. These evaluations involve judgments that are inherently subjective, and while Dreyfus seeks to apply the policy and procedures uniformly,

 

  20

 

 

it is possible that similar transactions may be treated differently. In all instances, Dreyfus seeks to make these judgments to the best of its abilities in a manner that it believes is consistent with shareholder interests. If Dreyfus concludes the account is likely to engage in frequent trading, Dreyfus may cancel or revoke the purchase or exchange on the following business day. Dreyfus may also temporarily or permanently bar such investor's future purchases into the fund in lieu of, or in addition to, canceling or revoking the trade. At its discretion, Dreyfus may apply these restrictions across all accounts under common ownership, control or perceived affiliation.

 

Fund shares often are held through omnibus accounts maintained by financial intermediaries, such as brokers and Retirement Plan administrators, where the holdings of multiple shareholders, such as all the clients of a particular broker, are aggregated. Dreyfus' ability to monitor the trading activity of investors whose shares are held in omnibus accounts is limited. However, the agreements between the distributor and financial intermediaries include obligations to comply with the terms of this prospectus and to provide Dreyfus, upon request, with information concerning the trading activity of investors whose shares are held in omnibus accounts. If Dreyfus determines that any such investor has engaged in frequent trading of fund shares, Dreyfus may require the financial intermediary to restrict or prohibit future purchases or exchanges of fund shares by that investor.

 

Certain Retirement Plans and intermediaries that maintain omnibus accounts with the fund may have developed policies designed to control frequent trading that may differ from the fund's policy. At its sole discretion, the fund may permit such intermediaries to apply their own frequent trading policy. If you are investing in fund shares through a financial intermediary (or in the case of a Retirement Plan, your plan sponsor), please contact the financial intermediary for information on the frequent trading policies applicable to your account.

 

To the extent the fund significantly invests in foreign securities traded on markets that close before the fund calculates its NAV, events that influence the value of these foreign securities may occur after the close of these foreign markets and before the fund calculates its NAV. As a result, certain investors may seek to trade fund shares in an effort to benefit from their understanding of the value of these foreign securities at the time the fund calculates its NAV (referred to as price arbitrage). This type of frequent trading may dilute the value of fund shares held by other shareholders. The fund has adopted procedures designed to adjust closing market prices of foreign equity securities under certain circumstances to reflect what it believes to be their fair value.

 

To the extent the fund significantly invests in thinly traded securities, certain investors may seek to trade fund shares in an effort to benefit from their understanding of the value of these securities (referred to as price arbitrage). Any such frequent trading strategies may interfere with efficient management of the fund's portfolio to a greater degree than funds that invest in highly liquid securities, in part because the fund may have difficulty selling these portfolio securities at advantageous times or prices to satisfy large and/or frequent redemption requests. Any successful price arbitrage may also cause dilution in the value of fund shares held by other shareholders.

 

Although the fund's frequent trading and fair valuation policies and procedures are designed to discourage market timing and excessive trading, none of these tools alone, nor all of them together, completely eliminates the potential for frequent trading.

 

Small Account Policies

 

To offset the relatively higher costs of servicing smaller accounts, the fund may charge regular accounts with balances below $2,000 an annual fee of $12. The fee generally will be imposed during the fourth quarter of each calendar year.

 

No small account fee will be charged: any investor whose aggregate Dreyfus mutual fund investments total at least $25,000; IRA accounts; Retirement Plan accounts; accounts participating in automatic investment programs; and accounts opened through a financial institution.

 

If your account falls below $500, the fund may ask you to increase your balance. If it is still below $500 after 30 days, the fund may close your account and send you the proceeds.

 

Escheatment

 

If your account is deemed "abandoned" or "unclaimed" under state law, the fund may be required to "escheat" or transfer the assets in your account to the applicable state's unclaimed property administration. The state may sell escheated shares and, if you subsequently seek to reclaim your proceeds of liquidation from the state, you may only be able to recover the amount received when the shares were sold. It is your responsibility to ensure that you maintain a correct address for your account, keep your account active by contacting the fund's transfer agent or distributor by mail or telephone or accessing your account through the fund's website at least once a year, and promptly cash all checks for dividends, capital gains and redemptions. The fund, the fund's transfer agent and Dreyfus and its affiliates will not be liable to shareholders or their representatives for good faith compliance with state escheatment laws.

 

  21

 

 

Distributions and Taxes

 

 

Each share class will generate a different dividend because each has different expenses. The fund earns dividends, interest and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. The fund also realizes capital gains from its investments, and distributes these gains (less any losses) to shareholders as capital gain distributions. The fund normally pays dividends and capital gain distributions annually. Fund dividends and capital gain distributions will be reinvested in the fund unless you or your financial intermediary instruct the fund otherwise. There are no fees or sales charges imposed by the fund on reinvestments.

 

Distributions paid by the fund are subject to federal income tax, and may also be subject to state or local taxes (unless you are investing through an IRA, Retirement Plan or other U.S. tax-advantaged investment plan). For federal tax purposes, in general, certain fund distributions, including distributions of short-term capital gains, are taxable as ordinary income. Other fund distributions, including dividends from certain U.S. companies and certain foreign companies and distributions of long-term capital gains, generally are taxable as qualified dividends and capital gains, respectively.

 

The fund's investments in foreign securities may be subject to foreign withholding or other foreign taxes, which would decrease the fund's return on such securities. Under certain circumstances, shareholders may be entitled to claim a credit or deduction with respect to foreign taxes paid by the fund. In addition, investments in foreign securities or foreign currencies may increase or accelerate the fund's recognition of ordinary income and may affect the timing or amount of the fund's distributions.

 

High portfolio turnover and more volatile markets can result in significant taxable distributions to shareholders, regardless of whether their shares have increased in value. The tax status of any distribution generally is the same regardless of how long you have been in the fund and whether you reinvest your distributions or take them in cash.

 

If you buy shares of the fund when the fund has realized but not yet distributed income or capital gains, you will be "buying a dividend" by paying the full price for the shares and then receiving a portion back in the form of a taxable distribution.

 

Your sale of shares, including exchanges into other funds, may result in a capital gain or loss for tax purposes. A capital gain or loss on your investment in the fund generally is the difference between the cost of your shares and the amount you receive when you sell them.

 

The tax status of your distributions will be detailed in your annual tax statement from the fund. Because everyone's tax situation is unique, please consult your tax adviser before investing.

 

Annual year-end distribution estimates, if any, are expected to be available beginning in early October, and may be updated from time to time, at www.dreyfus.com/accounts-services/tax-center or by calling 1-800-DREYFUS (inside the U.S. only) or your financial representative.

 

Services for Fund Investors

 

 

The following services may be available to fund investors. If you purchase shares through a third party financial intermediary or in a Retirement Plan, the financial intermediary or Retirement Plan recordkeeper may impose different restrictions on these services and privileges, or may not make them available at all. Consult a representative of your financial intermediary or Retirement Plan for further information.

 

Automatic Services

 

Buying or selling shares automatically is easy with the services described below. With each service, you select a schedule and amount, subject to certain restrictions. These services are not available for Class Y shares. For information, call 1-800-DREYFUS (inside the U.S. only) or your financial representative.

 

Dreyfus Automatic Asset Builder® permits you to purchase fund shares (minimum of $100 and maximum of $150,000 per transaction) at regular intervals selected by you. Fund shares are purchased by transferring funds from the bank account designated by you.

 

Dreyfus Payroll Savings Plan permits you to purchase fund shares (minimum of $100 per transaction) automatically through a payroll deduction.

 

Dreyfus Government Direct Deposit permits you to purchase fund shares (minimum of $100 and maximum of $50,000 per transaction) automatically from your federal employment, Social Security or other regular federal government check.

 

Dreyfus Dividend Sweep permits you to automatically reinvest dividends and distributions from the fund in shares of the same class, or another class in which you are eligible to invest, of another fund in the Dreyfus Family of Funds.

 

  22

 

 

However, if you hold fund shares through financial intermediary brokerage platforms, you may invest automatically your dividends and distributions from the fund only in shares of the same class of another fund in the Dreyfus Family of Funds. Shares held through a Dreyfus-sponsored Coverdell Education Savings Account are not eligible for this privilege.

 

Dreyfus Auto-Exchange Privilege permits you to exchange at regular intervals your fund shares for shares of the same class, or another class in which you are eligible to invest, of another fund in the Dreyfus Family of Funds. However, if you hold fund shares through financial intermediary brokerage platforms, you may only exchange fund shares for shares of the same class of another fund in the Dreyfus Family of Funds.

 

Dreyfus Automatic Withdrawal Plan permits you to make withdrawals (minimum of $50) on a specific day each month, quarter or semiannual or annual period, provided your account balance is at least $5,000. Any CDSC will be waived, as long as the amount of any withdrawal does not exceed on an annual basis 12% of the greater of the account value at the time of the first withdrawal under the plan, or at the time of the subsequent withdrawal.

 

Fund Exchanges

 

Generally, you can exchange shares worth $500 or more (no minimum for Dreyfus-sponsored Retirement Plans and Dreyfus-sponsored IRAs) into shares of the same class, or another class in which you are eligible to invest, of another fund in the Dreyfus Family of Funds. However, if you hold fund shares through financial intermediary brokerage platforms, you may only exchange fund shares for shares of the same class of another fund in the Dreyfus Family of Funds. You can request your exchange by calling 1-800-DREYFUS (inside the U.S. only) or your financial representative. If you are an Institutional Direct accountholder, please contact your BNY Mellon relationship manager for instructions. Be sure to read the current prospectus for any fund into which you are exchanging before investing. Any new account established through an exchange generally will have the same privileges as your original account (as long as they are available). There is currently no fee for exchanges, although you may be charged a sales load when exchanging into any fund that has one.

 

Your exchange request will be processed on the same business day it is received in proper form, provided that each fund is open at the time of the request (i.e., the request is received by the latest time each fund calculates its NAV for that business day). If the exchange is accepted at a time of day after one or both of the funds is closed (i.e., at a time after the NAV for the fund has been calculated for that business day), the exchange will be processed on the next business day. See the SAI for more information regarding exchanges.

 

Conversion Feature

 

Shares of one class of the fund may be converted into shares of another class of the fund, provided you meet the eligibility requirements for investing in the new share class. Shares subject to a CDSC at the time of the requested conversion are not eligible for conversion. The fund reserves the right to refuse any conversion request. Class C shares automatically convert to Class A shares in the month of or month following the 10-year anniversary date of the purchase of the Class C shares, based on the relative net asset value of each such class without the imposition of any sales charge, fee or other charge.

 

Wire Redemption and Dreyfus TeleTransfer Privileges

 

To redeem shares from your Dreyfus Fund account with a phone call (for regular or IRA accounts) or online (for regular accounts only), use the Wire Redemption Privilege or the Dreyfus TeleTransfer Privilege. To purchase additional shares of your Dreyfus Fund account with a phone call (for regular or IRA accounts) or online (for regular accounts only), use the Dreyfus TeleTransfer Privilege. You can set up the Wire Redemption Privilege and Dreyfus TeleTransfer Privilege on your account by providing bank account information and following the instructions on your application or, if your account has already been established, a Shareholder Services Form which you can obtain by calling 1-800-DREYFUS (inside the U.S. only), visiting www.dreyfus.com or by contacting your financial representative. Shares held in a Coverdell Education Savings Account may not be redeemed through the Wire Redemption or Dreyfus TeleTransfer Privileges. Institutional Direct accounts are not eligible for the Wire Redemption or Dreyfus TeleTransfer Privileges initiated online.

 

Account Statements

 

Every Dreyfus Fund investor automatically receives regular account statements. You will also be sent a yearly statement detailing the tax characteristics of any dividends and distributions you have received.

 

Reinvestment Privilege

 

If you redeem Class A shares of the fund, you can reinvest in the same account of the fund up to the number of Class A shares you redeemed at the current share price without paying a sales charge. If you paid a CDSC, it will be credited

 

  23

 

 

back to your account. This privilege may be used only once and your reinvestment request must be received in writing by the fund within 45 days of the redemption.

 

Dreyfus Express® Voice-Activated Account Access

 

You can check your Dreyfus account balances, get fund price and performance information, order documents and much more, by calling 1-800-DREYFUS (inside the U.S. only) and using the Dreyfus Express® Voice-Activated System. You may also be able to purchase fund shares and/or transfer money between your Dreyfus Funds using Dreyfus Express®. Certain requests require the services of a representative. 

 

  24

 

 

Financial Highlights

 

 

As a new fund, financial highlights information is not available for the fund as of the date of this prospectus. 

 

  25

 

 

For More Information

 

Dreyfus Japan Equity Womenomics Fund

 

A series of Dreyfus Opportunity Funds

 

More information on this fund is available free upon request, including the following:

 

Annual/Semiannual Report

 

The fund's annual and semiannual reports describe the fund's performance, list portfolio holdings and contain a letter from the fund's manager discussing recent market conditions, economic trends and fund strategies that significantly affected the fund's performance during the period covered by the report. As a new fund, the fund's most recent annual and semiannual reports are not yet available, but will be available, when issued, at www.dreyfus.com.

 

Statement of Additional Information (SAI)

 

The SAI provides more details about the fund and its policies. A current SAI is available at www.dreyfus.com and is on file with the Securities and Exchange Commission (SEC). The SAI is incorporated by reference (and is legally considered part of this prospectus).

 

Portfolio Holdings

 

Dreyfus funds generally disclose, at www.dreyfus.com under Products, (1) complete portfolio holdings as of each month-end with a one month lag and as of each calendar quarter end with a 15-day lag; (2) top 10 holdings as of each month-end with a 10-day lag; and (3) from time to time, certain security-specific performance attribution data as of a month-end, with a 10-day lag. From time to time a fund may make available certain portfolio characteristics, such as allocations, performance- and risk-related statistics, portfolio-level statistics and non-security specific attribution analyses, on request. Dreyfus money market funds generally disclose, also at www.dreyfus.com under Products, their complete schedule of holdings daily. A fund's portfolio holdings and any security-specific performance attribution data will remain on the website at least until the fund files its Form N-Q or Form N-CSR for the period that includes the dates of the posted holdings.

 

A complete description of the fund's policies and procedures with respect to the disclosure of the fund's portfolio securities is available in the fund's SAI and at www.dreyfus.com.

 

To Obtain Information

 

By telephone. Call 1-800-DREYFUS (inside the U.S. only)

 

By mail.
The Dreyfus Family of Funds
144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144

 

By E-mail. Send your request to info@dreyfus.com

 

On the Internet. Certain fund documents can be viewed online or downloaded from:

 

SEC: http://www.sec.gov

 

Dreyfus: http://www.dreyfus.com

You can also obtain copies, after paying a duplicating fee, by visiting the SEC's Public Reference Room in Washington, DC (for information, call 1-202-551-8090) or by E-mail request to publicinfo@sec.gov, or by writing to the SEC's Public Reference Section, Washington, DC 20549-1520.

 

This prospectus does not constitute an offer or solicitation in any state or jurisdiction in which, or to any person to whom, such offering or solicitation may not lawfully be made.

 

© 2018 MBSC Securities Corporation

 

 

 

 

SEC file number: 811-09891

 

© 2018 MBSC Securities Corporation

 

 

 

 

Subject to Completion, dated May 9, 2018

 

STATEMENT OF ADDITIONAL INFORMATION

 

August 1, 2017, as revised or amended September 1, 2017,
September 29, 2017, December 1, 2017, December 11, 2017,
February 1, 2018, March 1, 2018, March 29, 2018, May 1, 2018, June 1, 2018 and [____], 2018

 

This Statement of Additional Information (SAI), which is not a prospectus, supplements and should be read in conjunction with the current prospectus of each fund listed below, as such prospectuses may be revised from time to time. To obtain a copy of a fund's prospectus, please call your financial adviser, or write to the fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, visit www.dreyfus.com, or call 1-800-DREYFUS (inside the U.S. only).

 

The most recent annual report and semi-annual report to shareholders for each fund are separate documents supplied with this SAI, and the financial statements, accompanying notes and report of the independent registered public accounting firm appearing in the annual report are incorporated by reference into this SAI. All classes of a fund have the same fiscal year end and prospectus date, except if otherwise indicated. Capitalized but undefined terms used in this SAI are defined in the Glossary at the end of this SAI.

 

Class T shares are not currently being offered.

 

Fund Abbreviation Share Class/Ticker

Fiscal Year

End*

Prospectus

Date

         
CitizensSelect Funds CSF      
Dreyfus Institutional Preferred Treasury Securities Money Market Fund DIPTSMMF Hamilton/CEAXX March 31st August 1st
    Institutional/CEIXX    
    Premier/CEBXX    
Dreyfus Prime Money Market Fund DPMMF Class A/CZEXX April 30th September 1st
Dreyfus AMT-Free Municipal Cash Management Plus DMCMP Institutional/DIMXX January 31st June 1st
    Investor/DVMXX    
Dreyfus AMT-Free New York Municipal Cash Management DNYMCM Institutional/DIYXX January 31st June 1st
    Investor/DVYXX    
Dreyfus Cash Management DCM Administrative/
DACXX
January 31st June 1st
    Institutional/DICXX    
    Investor/DVCXX    
Dreyfus Government Cash Management Funds DGCMF      
Dreyfus Government Cash Management DGCM Administrative/
DAGXX
January 31st June 1st
    Institutional /DGCXX    
    Investor/DGVXX    
    Participant/DPGXX    
Dreyfus Government Securities Cash Management DGSCM Administrative/
DAPXX
January 31st June 1st
    Institutional/DIPXX    
    Investor/DVPXX    
    Participant/DGPXX    

 

 

 

 

Fund Abbreviation Share Class/Ticker

Fiscal Year

End*

Prospectus

Date

Dreyfus Institutional Liquidity Funds DILF      
Dreyfus Treasury and Agency Liquidity Money Market Fund** DTALMMF N/A/DTLXX November 30th December 11th
Dreyfus Institutional Preferred Money Market Funds IPMMF      
Dreyfus Institutional Preferred Money Market Fund DIPMMF Hamilton/DRSXX March 31st August 1st
    Institutional/DIQXX    
Dreyfus Institutional Preferred Government Plus Money Market Fund DIPGPMMF N/A March 31st August 1st
Dreyfus Institutional Reserves Funds IRF      
Dreyfus Institutional Preferred Government Money Market Fund DIPGMMF Institutional/DSVXX March 31st August 1st
    Hamilton/DSHXX    
    Premier/DERXX    
Dreyfus Institutional Treasury and Agency Cash Advantage Fund DITACAF Institutional/DNSXX April 30th September 1st
    Hamilton/DHLXX    
    Premier/DRRXX    
Dreyfus Institutional Treasury Securities Cash Advantage Fund DITSCAF Institutional/DUPXX April 30th September 1st
    Hamilton/DHMXX    
    Premier/DMEXX    
Dreyfus Investment Grade Funds, Inc. DIGF      
Dreyfus Inflation Adjusted Securities Fund DIASF Investor/DIAVX July 31st December 1st
    Class I/DIASX    
    Class Y/DAIYX    
Dreyfus Intermediate Term Income Fund DITIF Class A/DRITX July 31st December 1st
    Class C/DTECX    
    Class I/DITIX    
    Class Y/DITYX    
    Class T/DTETX   N/A
Dreyfus Short Term Income Fund DSTIF Class D/DSTIX July 31st December 1st
    Class P/DSHPX    
Dreyfus Liquid Assets, Inc. DLA Class 1/DLAXX December 31st May 1st
    Class 2/DLBXX    
    Class Z/DLZXX    
Dreyfus Opportunity Funds DOF      
Dreyfus Japan Equity Womenomics Fund*** DJWF Class A/[____] [_____] [_____]
    Class C/[____]    
    Class I/[____]    
    Class Y/[____]    
Dreyfus Natural Resources Fund DNRF Class A/DNLAX September 30th February 1st
    Class C/DLDCX    
    Class I/DLDRX    
    Class Y/DLDYX    
    Class T/ DTLDX   N/A
Dreyfus Strategic Beta Emerging Markets Equity Fund DSBEMEF Class A/DOFAX October 31st March 1st

 

 

 

 

Fund Abbreviation Share Class/Ticker

Fiscal Year

End*

Prospectus

Date

    Class C/DOFCX    
    Class I/DOFIX    
    Class Y/DOFYX    
    Class T/ DOFTX   N/A
Dreyfus Premier Short-Intermediate Municipal Bond Fund PSIMBF      
Dreyfus Short-Intermediate Municipal Bond Fund DSIMBF Class A/DMBAX March 31st August 1st
    Class D/DSIBX    
    Class I/DIMIX    
    Class Y/DMYBX    
    Class T/DMBTX   N/A
Dreyfus Tax Exempt Cash Management Funds DTECMF      
Dreyfus AMT-Free Tax Exempt Cash Management DTECM Institutional/DEIXX January 31st June 1st
    Investor/DEVXX    
Dreyfus Treasury & Agency Cash Management DTACM Institutional/DTRXX January 31st June 1st
    Investor/DTVXX    
    Participant/DTPXX    
Dreyfus Treasury Securities Cash Management DTSCM Administrative/
DARXX
January 31st June 1st
    Institutional/DIRXX    
    Investor/DVRXX    
    Participant/DPRXX    
Dreyfus Ultra Short Income Fund DUSIF Institutional/DSYDX November 30th March 29th
    Class D/DSDDX    
    Class Z/DSIGX    
The Dreyfus Fund Incorporated DF DREVX December 31st May 1st
The Dreyfus Sustainable U.S. Equity Fund, Inc. DSUSEF Class A/DTCAX May 31st September 29th
    Class C/DTCCX    
    Class I/DRTCX    
    Class Y/DTCYX    
    Class Z/DRTHX    
    Class T/DRTTX   N/A

 

* Certain information provided in this SAI is indicated to be as of the end of a fund's last fiscal year or during a fund's last fiscal year. The term "last fiscal year" means the most recently completed fiscal year, except that, for funds with fiscal years ended March 31st, April 30th and May 31st, "last fiscal year" means the fiscal year immediately preceding the most recently completed fiscal year.

 

**As this fund has not completed a fiscal year, no information is provided in respect of a previous fiscal year.

 

*** As this fund had not commenced operations as of [____], 2018, no information is provided in respect of a previous fiscal year.

 

 

 

 

TABLE OF CONTENTS

 

PART I  
   
BOARD INFORMATION I-1
Information About Each Board Member's Experience, Qualifications, Attributes or Skills I-1
Committee Meetings I-5
Board Members' and Officers' Fund Share Ownership I-6
Board Members' Compensation I-6
   
OFFICERS I-9
   
CERTAIN PORTFOLIO MANAGER INFORMATION I-11
   
MANAGER'S AND SUB-ADVISERS' COMPENSATION; COMPLIANCE SERVICES I-14
Manager's and Sub-Advisers' Compensation I-14
Compliance Services I-16
   
SECURITIES LENDING ACTIVITIES I-17
   
SALES LOADS, CDSCS AND DISTRIBUTOR'S COMPENSATION I-18
   
OFFERING PRICE I-22
   
Ratings of Municipal OBLIGATIONS I-23
   
Ratings of Municipal Bonds I-23
   
RATINGS OF CORPORATE DEBT SECURITIES I-24
   
SECURITIES OF REGULAR BROKERS OR DEALERS I-24
   
COMMISSIONS I-26
   
PORTFOLIO TURNOVER VARIATION I-28
   
SHARE OWNERSHIP I-28
   
PART II  
   
HOW TO BUY SHARES II-1
Investment Minimums II-1
Information Pertaining to Purchase Orders II-2
Dreyfus TeleTransfer Privilege II-2
Information Regarding the Offering of Share Classes II-2
Class A II-3
Rights of Accumulation II-5
   
HOW TO REDEEM SHARES II-5
Wire Redemption Privilege II-6
   
SHAREHOLDER SERVICES II-7
   
DISTRIBUTION PLANS, SERVICE PLANS AND SHAREHOLDER SERVICES PLANS II-9
   
INVESTMENTS, INVESTMENT TECHNIQUES AND RISKS II-14
Funds other than Money Market Funds II-14
Money Market Funds II-20
   
INVESTMENT RESTRICTIONS II-25
Fundamental Policies II-25
Nonfundamental Policies II-35

 

 

 

 

Fundamental and Nonfundamental Policies Related to Fund Investment Objectives,  
Diversification and Names II-40
   
DIVIDENDS AND DISTRIBUTIONS II-42
   
INFORMATION ABOUT THE FUNDS' ORGANIZATION AND STRUCTURE II-43
   
CERTAIN EXPENSE ARRANGEMENTS AND OTHER DISCLOSURES II-45
   
ADMINISTRATIVE SERVICES PLAN II-46
   
COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM II-46
   
RISKS OF INVESTING IN STATE MUNICIPAL SECURITIES II-47
California II-47
General Information II-47
State Indebtedness and Other Obligations II-47
General Obligation Bonds II-47
Commercial Paper Program II-47
Bank Arrangements II-48
Lease-Revenue Debt II-48
Non-Recourse Debt II-48
Build America Bonds II-48
Tobacco Settlement Revenue Bonds II-48
Future Issuance Plans II-49
Cash Flow Borrowings and Management II-49
Ratings II-49
State Funds and Expenditures II-49
The Budget and Appropriations Process II-49
The State General Fund II-50
The Special Fund for Economic Uncertainties II-50
The Budget Stabilization Account II-50
Inter-Fund Borrowings II-50
State Expenditures II-50
State Appropriations Limit II-50
Pension Trusts II-51
Health and Human Services II-52
Health Care II-52
Local Governments II-52
Proposition 98 II-53
Constraints on the Budget Process II-53
State General Fund Revenues II-54
Special Fund Revenues II-54
State Economy and Finances II-54
Budget Risks II-54
Fiscal Year 2017-2018 Budget II-54
Fiscal Year 2018-2019 Governor's Budget II-55
Litigation II-55
Action Challenging School Financing II-56
Actions Challenging Statutes That Reformed California Redevelopment Law II-56
Oroville Dam Litigation II-56
Tax Refund Cases II-56
Environmental Matters II-57
Action Regarding Special Education II-57
Prison Healthcare Reform II-57
High-Speed Rail Litigation II-57
Action Regarding State Mandates II-58
Action Regarding Medi-Cal Reimbursements II-58

 

 

 

 

New York II-58
Economic Trends II-58
U.S. Economy II-58
State Economy II-59
The City of New York II-59
Other Localities II-59
Special Considerations II-60
State Finances II-61
Fiscal Year 2016-17 Results II-62
Fiscal Year 2017-18 Updated Financial Plan II-62
Fiscal Year 2018-19 Financial Plan II-62
State Indebtedness II-63
Cash Position II-63
Limitations on State-Supported Debt II-64
State-Supported Debt II-64
Ratings II-65
Fiscal Year 2017-18 State Supported Borrowing Plan II-65
Pension and Retirement Systems II-65
Litigation and Arbitration II-66
Real Property Claims II-66
Medicaid Nursing Home Rate Methodology II-67
School Aid II-67
Family Assistance II-68
Canal System Financing II-68
   
PART III  
   
ADDITIONAL INFORMATION ABOUT HOW TO BUY SHARES III-1
Investment Minimums III-1
Small Account Policies III-2
In-Kind Purchases III-2
Information Pertaining to Purchase Orders III-2
Dreyfus TeleTransfer Privilege (not applicable to Class T shares) III-2
Reopening an Account (not applicable to Class T shares) III-3
Multi-Class Funds III-3
All Other Funds and Share Classes III-5
Information Relating to Purchase Orders (money market funds only) III-6
Converting Shares III-6
Taxpayer ID Number III-7
Frequent Purchases and Exchanges (non-money market funds only) III-7
   
ADDITIONAL INFORMATION ABOUT HOW TO REDEEM SHARES III-7
Redemption Fee III-8
Contingent Deferred Sales Charge—Multi-Class Funds III-8
Class C III-8
Waiver of CDSC III-9
Redemption Through an Authorized Entity III-9
Checkwriting Privilege III-9
Wire Redemption Privilege III-10
Redemption through Compatible Computer Facilities III-10
Dreyfus TeleTransfer Privilege III-10
Reinvestment Privilege III-11
Share Certificates; Medallion Signature Guarantees III-11
Share Certificates III-11
Medallion Signature Guarantees III-11
Redemption Commitment III-11
Suspension of Redemptions III-11

 

 

 

 

Fund Liquidation (money market funds only) III-11
Liquidity Fees and Redemption Gates (Institutional and Retail MMFs only) III-12
   
ADDITIONAL INFORMATION ABOUT SHAREHOLDER SERVICES III-12
Fund Exchanges III-12
Class A or Class C shares of a Multi-Class Fund III-14
Shares Received by Exchange From Class B Shares III-14
Class Y Shares III-14
Exchanges of Class I or Class Y Shares Held by a Retirement Plan III-14
Dreyfus Auto-Exchange Privilege III-14
Dreyfus Automatic Asset Builder® III-15
Dreyfus Government Direct Deposit Privilege III-15
Dreyfus Payroll Savings Plan III-15
Dreyfus Dividend Options III-15
Dreyfus Dividend Sweep III-15
Dreyfus Dividend ACH III-15
Dreyfus Automatic Withdrawal Plan III-15
Letter of Intent¾Class A Shares III-16
Retirement Plans and IRAs III-17
   
ADDITIONAL INFORMATION ABOUT DISTRIBUTION PLANS, SERVICE PLANS AND SHAREHOLDER SERVICES PLANS III-17
   
ADDITIONAL INFORMATION ABOUT INVESTMENTS,  
INVESTMENT TECHNIQUES AND RISKS III-17
All Funds other than Money Market Funds III-18
Equity Securities III-18
Common Stock III-18
Preferred Stock III-18
Convertible Securities III-19
Warrants III-20
IPOs III-20
Fixed-Income Securities III-20
U.S. Government Securities III-21
Corporate Debt Securities III-22
Ratings of Securities; Unrated Securities III-22
High Yield and Lower-Rated Securities III-23
Zero Coupon, Pay-In-Kind and Step-Up Securities III-24
Inflation-Indexed Securities III-25
Variable and Floating Rate Securities III-25
Loans III-26
Participation Interests and Assignments III-28
Mortgage-Related Securities III-29
Asset-Backed Securities III-34
Collateralized Debt Obligations III-34
Municipal Securities III-34
Taxable Investments (municipal or other tax-exempt funds only) III-40
Funding Agreements III-40
Real Estate Investment Trusts (REITs) III-40
Money Market Instruments III-40
Bank Obligations III-41
Repurchase Agreements III-41
Commercial Paper III-41
Foreign Securities III-41
Investing in Europe III-42
Investing in Japan III-43
Emerging Markets III-43

 

 

 

 

Certain Asian Emerging Market Countries III-44
Investing in Russia and other Eastern European Countries III-45
Depositary Receipts and New York Shares III-45
Sovereign Debt Obligations III-46
Eurodollar and Yankee Dollar Investments III-47
Investment Companies III-47
Private Investment Funds III-48
Exchange-Traded Funds and Similar Exchange-Traded Products (ETFs) III-48
Exchange-Traded Notes III-49
Master Limited Partnerships (MLPs) III-49
MLP Common Units III-50
MLP Subordinated Units III-50
MLP Convertible Subordinated Units III-50
MLP Preferred Units III-50
MLP General Partner Interests III-51
MLP Debt Securities III-51
Equity and Debt Securities Issued by Affiliates of MLPs III-51
MLP I-Shares III-51
PIPEs III-52
Derivatives III-52
Risks III-52
CPO Funds III-53
Specific Types of Derivatives III-54
Foreign Currency Transactions III-62
Commodities III-63
Short-Selling III-63
Lending Portfolio Securities III-64
Borrowing Money III-64
Borrowing Money for Leverage III-64
Reverse Repurchase Agreements III-64
Forward Commitments III-65
Forward Roll Transactions III-65
Illiquid Securities III-66
Illiquid Securities Generally III-66
Section 4(2) Paper and Rule 144A Securities III-66
Non-Diversified Status III-66
Cybersecurity Risk III-66
Investments in the Technology Sector III-67
Investments in the Real Estate Sector III-67
Investments in the Infrastructure Sector III-67
Investments in the Natural Resources Sector III-68
Money Market Funds III-68
Ratings of Securities III-68
Treasury Securities III-69
U.S. Government Securities III-69
Repurchase Agreements III-69
Bank Obligations III-70
Bank Securities III-71
Floating and Variable Rate Obligations III-71
Participation Interests III-71
Asset-Backed Securities III-71
Commercial Paper III-72
Investment Companies III-72
Foreign Securities III-72
Municipal Securities III-72
Derivative Products III-72

 

 

 

 

Stand-By Commitments III-72
Taxable Investments (municipal or other tax-exempt funds only) III-72
Illiquid Securities III-73
Borrowing Money III-73
Reverse Repurchase Agreements III-73
Forward Commitments III-73
Interfund Borrowing and Lending Program III-73
Lending Portfolio Securities III-73
   
RATING CATEGORIES III-73
S&P III-73
Long-Term Issue Credit Ratings III-74
Short-Term Issue Credit Ratings III-75
Municipal Short-Term Note Ratings Definitions III-75
Moody's III-76
Long-Term Obligation Ratings and Definitions III-76
Short-Term Ratings III-76
U.S. Municipal Short-Term Debt and Demand Obligation Ratings III-76
Fitch III-77
Corporate Finance Obligations — Long-Term Rating Scales III-77
Structured, Project & Public Finance Obligations — Long-Term Rating Scales III-78
Short-Term Ratings Assigned to Issuers and Obligations III-79
DBRS III-79
Long Term Obligations III-79
Commercial Paper and Short Term Debt III-80
   
ADDITIONAL INFORMATION ABOUT THE BOARDS III-81
Boards' Oversight Role in Management III-81
Board Composition and Leadership Structure III-81
Additional Information About the Boards and their Committees III-81
   
MANAGEMENT ARRANGEMENTS III-82
The Manager III-82
Sub-Advisers III-82
Portfolio Allocation Manager III-83
Portfolio Managers and Portfolio Manager Compensation III-83
Certain Conflicts of Interest with Other Accounts III-91
Code of Ethics III-92
Distributor III-92
Transfer and Dividend Disbursing Agent and Custodian III-93
Annual Anti-Money Laundering Program Review III-94
Funds' Compliance Policies and Procedures III-94
Combined Prospectuses III-94
Escheatment III-94
   
DETERMINATION OF NAV III-95
Valuation of Portfolio Securities (funds other than Retail and Government MMFs) III-95
Valuation of Portfolio Securities (Retail and Government MMFs only) III-96
Calculation of NAV III-96
Expense Allocations III-96
NYSE and Transfer Agent Closings III-96
   
ADDITIONAL INFORMATION ABOUT DIVIDENDS AND DISTRIBUTIONS III-96
Funds other than Money Market Funds III-97
Money Market Funds III-97
   
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS III-97
Taxation of the Funds III-99

 

 

 

 

RIC Qualification Requirements III-99
Capital Loss Carryforwards III-100
Investments in PFICs III-100
Other Fund Investments and Activities III-101
Taxation of U.S. Shareholders III-104
Fund Distributions III-104
Sale, Exchange or Redemption of Shares III-105
Computing Gains and Losses III-106
NAV Method of Accounting (money market funds only) III-106
3.8% Surtax III-107
Taxation of Non-U.S. Shareholders III-107
Fund Distributions III-107
Tax Withholding III-108
State and Local Taxes III-108
   
PORTFOLIO TRANSACTIONS III-108
Trading the Funds' Portfolio Securities III-109
Soft Dollars III-111
IPO Allocations III-112
   
DISCLOSURE OF PORTFOLIO HOLDINGS III-112
Policy III-112
Disclosure of Portfolio Holdings III-112
Disclosure of Portfolio Characteristics III-112
Distribution of Portfolio Holdings III-113
CCO Approvals; Board Reporting III-114
   
SUMMARY OF THE PROXY VOTING POLICY AND PROCEDURES OF THE DREYFUS FAMILY OF FUNDS III-114
Proxy Voting By Dreyfus III-114
Voting Proxies of Designated BHCs III-115
Proxy Voting By Newton III-116
Summary of the BNY Mellon Voting Guidelines III-117
Summary of the ISS Guidelines III-124
ISS Global Voting Principles III-124
Accountability III-124
Stewardship III-124
Independence III-125
Transparency III-125
Regional Policy and Principles – Americas III-125
Regional Policy and Principles – Europe, Middle East and Africa III-129
Regional Policy and Principles – Asia-Pacific III-130
   
ADDITIONAL INFORMATION ABOUT THE FUNDS' STRUCTURE; FUND SHARES  
AND VOTING RIGHTS III-137
Massachusetts Business Trusts III-137
Fund Shares and Voting Rights III-137
   
GLOSSARY III-138

 

 

 

 

PART I

 

BOARD INFORMATION

 

Information About Each Board Member's Experience, Qualifications, Attributes or Skills

 

Board members for the funds, together with information as to their positions with the funds, principal occupations and other board memberships during the past five years, are shown below. The address of each board member is 200 Park Avenue, New York, New York 10166.

 

Independent Board Members

 

Name
Year of Birth
Position1
 

Principal Occupation

During Past 5 Years

 

Other Public Company Board Memberships

During Past 5 Years

         
Joseph S. DiMartino
1943
Chairman of the Board
  Corporate Director and Trustee
(1995 present)
  CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997 present)
Francine J. Bovich
1951
Board Member
  Trustee, The Bradley Trusts,
private trust funds
(2011 – present)
  Annaly Capital Management, Inc., a real estate investment trust, Director (2014 present)
Isabel P. Dunst
1947
Board Member
  Senior Counsel to the law firm of Hogan Lovells LLP (2015 – present; previously, Partner, 1990-2014)   N/A
Nathan Leventhal
1943
Board Member
 

President Emeritus of Lincoln Center for the Performing Arts
(2001 present)

Chairman of the Avery Fisher Artist Program
(1997 2014)

  Movado Group, Inc., Director (2003 present)
Robin A. Melvin
1963
Board Member
  Co-Chair, Illinois Mentoring Partnership, non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois
(2014 – present; board member since 2013)
  N/A
Roslyn M. Watson
1949
Board Member
  Principal, Watson Ventures, Inc., a real estate investment company (1993 present)   N/A

 

 I-1 

 

 

Name
Year of Birth
Position1
 

Principal Occupation

During Past 5 Years

 

Other Public Company Board Memberships

During Past 5 Years

         
Benaree Pratt Wiley
1946
Board Member
  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)

 

1Each of the Independent Board Members serves on the board's audit, nominating, compensation and litigation committees, except that Mr. DiMartino does not serve on the compensation committee.

 

Interested Board Members

 

Name
Year of Birth
Position
  Principal Occupation
During Past 5 Years
  Other Public Company Board Memberships
During Past 5 Years
         

J. Charles Cardona¹
1955
Board Member

 

 

Retired. President and a Director of the Manager (2008 – 2016)

 

Chairman of the Distributor
(2013 – 2016; Executive Vice President, 1997 – 2013)

 

 

N/A

 

Gordon J. Davis²
1941
Board Member
  Partner in the law firm of Venable LLP
(2012 – present)
 

Consolidated Edison, Inc., a utility company, Director (1997 - 2014)

 

The Phoenix Companies, Inc., a life insurance company, Director (2000 - 2014)

 

1Mr. Cardona is deemed to be an Interested Board Member of all of the funds because of his previous positions with the Manager and its affiliates. Mr. Cardona does not serve on the board's audit, nominating, compensation or litigation committees.
2Mr. Davis is deemed to be an Interested Board Member of DF, DIGF, DLA and DSUSEF as a result of his affiliation with Venable LLP, which provides legal services to these funds. Mr. Davis does not serve on the audit, nominating, compensation or litigation committees of the boards of DF, DIGF, DLA or DSUSEF.

 

The following table shows the year each board member joined each fund's board.

 

  Independent Board Members

Interested Board

Members

Fund

Joseph S.

DiMartino

Francine

J. Bovich

Isabel

P.

Dunst

Nathan

Leventhal

Robin

A.

Melvin

Roslyn

M.

Watson

Benaree

Pratt

Wiley

J. Charles

Cardona

Gordon J.

Davis

                   
CSF 2002 2015 2014 2013 2014 2014 2013 2014 2013
DCM 1995 2015 1991 2014 2010 2010 2007 2014 2014
DF 1995 2015 2014 2009 2014 2014 2009 2014 2012
DGCMF 1995 2015 1991 2014 2010 2010 2007 2014 2014
DIGF 1995 2015 2014 2009 2014 2014 2009 2014 2012
DILF 2017 2017 2017 2017 2017 2017 2017 2017 2017
DLA 1995 2015 2014 2009 2014 2014 2009 2014 2012

 

 I-2 

 

 

  Independent Board Members

Interested Board

Members

Fund

Joseph S.

DiMartino

Francine

J. Bovich

Isabel

P.

Dunst

Nathan

Leventhal

Robin

A.

Melvin

Roslyn

M.

Watson

Benaree

Pratt

Wiley

J. Charles

Cardona

Gordon J.

Davis

DMCMP 1995 2015 1991 2014 2010 2010 2007 2014 2014
DNYMCM 1995 2015 1991 2014 2010 2010 2007 2014 2014
DOF 2000 2015 2014 2009 2014 2014 2009 2014 2012
DTACM 1995 2015 1991 2014 2010 2010 2007 2014 2014
DTECMF 1995 2015 1991 2014 2010 2010 2007 2014 2014
DTSCM 1995 2015 1991 2014 2010 2010 2007 2014 2014
DSUSEF 1995 2015 2014 2009 2014 2014 2009 2014 2012
DUSIF 1995 2015 2014 2009 2014 2014 2009 2014 2012
IPMMF 1997 2015 2014 2009 2014 2014 2009 2014 2012
IRF 2008 2015 2014 2009 2014 2014 2009 2014 2012
PSIMBF 1995 2015 2014 2009 2014 2014 2009 2014 2012
                   

 

Each board member, except for Ms. Bovich and Mr. Cardona, has been a Dreyfus Family of Funds board member for over 20 years. Ms. Bovich has been in the asset management business for 40 years, and Mr. Cardona was an employee of Dreyfus for over 30 years prior to his retirement in 2016. Additional information about each board member follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each board member possesses which the boards believe has 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; each board believes that its members satisfy this standard. Experience relevant to having this ability may be achieved through a board member's educational background; business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the 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 the Manager, and also may benefit from information provided by the Manager's counsel; counsel to the funds and to the boards have significant experience advising funds and fund board members. The boards and their committees have the ability to engage other experts as appropriate. The boards evaluate their performance on an annual basis.

 

Independent Board Members

 

·Joseph S. DiMartino – Mr. DiMartino has been the Chairman of the Board of the funds in the Dreyfus Family of Funds for over 20 years. From 1971 through 1994, Mr. DiMartino served in various roles as an employee of Dreyfus (prior to its acquisition by a predecessor of BNY Mellon in August 1994 and related management changes), including portfolio manager, President, Chief Operating Officer and a director. He ceased being an employee or director of Dreyfus by the end of 1994. From July 1995 to November 1997, Mr. DiMartino served as Chairman of the Board of The Noel Group, a public buyout firm; in that capacity, he helped manage, acquire, take public and liquidate a number of operating companies. From 1986 to 2010, Mr. DiMartino served as a Director of the Muscular Dystrophy Association.

 

·Francine J. Bovich – Ms. Bovich currently also serves as a Trustee for The Bradley Trusts, private trust funds, and as a Director of Annaly Capital Management, Inc. She is an Emeritus Trustee of Connecticut College, where she served as Trustee from 1986 to 1997, and currently serves as Chair of the Investment Sub-Committee

 

 I-3 

 

 

 for Connecticut College's endowment fund. From April 1993 until September 2010, Ms. Bovich was a Managing Director at Morgan Stanley Investment Management, holding various positions including Co-Head of Global Tactical Asset Allocation Group, Operations Officer, and Head of the U.S. Institutional Equity Group. Prior to joining Morgan Stanley Investment Management, Ms. Bovich was Principal, Executive Vice President and Senior Portfolio Manager at Westwood Management Corporation, where she worked from 1986 until 1993. From 1980 to 1986, she worked at CitiCorp Investment Management, Inc. as Managing Director and Senior Portfolio Manager. From 1973 to 1980, Ms. Bovich was an Assistant Vice President and Equity Portfolio Manager at Bankers Trust Company. From 1991 to 2005, she served as U.S. Representative to the United Nations Investments Committee, advising a global portfolio of approximately $30 billion.

 

·Isabel P. Dunst – Ms. Dunst has been practicing law for over 40 years. Half of her career was spent at the U.S. Department of Health and Human Services, where she had major legal and management responsibilities for the operation of the General Counsel's Office of the Agency, including serving as its Deputy General Counsel, the senior career legal position. Ms. Dunst currently is Senior Counsel to Hogan Lovells LLP, a Washington based international law firm, which she joined in 1990. Ms. Dunst was a partner of the firm for approximately 25 years. Ms. Dunst currently serves on the Board of Trustees of the Union for Reform Judaism and on the Board of Governors of Hebrew Union College – Jewish Institute of Religion.

 

·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 as President of Lincoln Center for the Performing Arts and Chairman of the Avery Fisher Artist Program; he is now President Emeritus of Lincoln Center for the Performing Arts.

 

·Robin A. Melvin – Since 2014, Ms. Melvin has served as Co-Chair of Illinois Mentoring Partnership, a non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois, and has served as a board member since 2013. Ms. Melvin served as 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 was an investment banker with Goldman Sachs Group, Inc.

 

·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. (emeritus), 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. She has also served on the boards of several public companies and charitable organizations, including serving as chair of the advisory board of PepsiCo African-American.

 

 I-4 

 

 

Interested Board Members

 

·J. Charles Cardona – Mr. Cardona was the President and a Director of Dreyfus and the Chief Executive Officer of BNY Mellon Cash Investment Strategies, a division of Dreyfus, until he retired in 2016. From 2013 to 2016, Mr. Cardona served as Chairman of the Distributor, and he previously served as an Executive Vice President, from 1997 to 2013. He also served as President of the Institutional Services Division of the Distributor. He joined the Institutional Services Division in 1985 with management responsibility for all Institutional Operations and Client Service units. Prior to joining the Institutional Services Division, he served as Assistant Director of Sales and Services in Dreyfus Retail Division of the Distributor, which he joined in 1981.

 

·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 also served as a Director of Consolidated Edison, Inc., a utility company, and The Phoenix Companies, Inc., a life insurance company.

 

Committee Meetings

 

The boards' audit, nominating, compensation, litigation and pricing committees met during the funds' last fiscal years as indicated below:

 

Fund Audit Nominating Compensation Litigation Pricing
           
CSF (3/31 fiscal year end) 4 0 0 0 0
CSF (4/30 fiscal year end) 4 0 0 0 0
DCM 4 0 0 0 0
DF 4 0 1 0 0
DGCMF 4 0 0 0 0
DIGF 4 0 0 0 0
DLA 4 0 1 0 0
DMCMP 4 0 0 0 0
DNYMCM 4 0 0 0 0
DOF (9/30 fiscal year end) 4 0 0 0 0
DOF (10/31 fiscal year end) 4 0 1 0 0
DTACM 4 0 0 0 0
DTECMF 4 0 0 0 0
DTSCM 4 0 0 0 0
DSUSEF 4 0 0 0 0
DUSIF 4 0 1 0 0
IPMMF 4 0 0 0 0
IRF (3/31 fiscal year end) 4 0 0 0 0
IRF (4/30 fiscal year end) 4 0 0 0 0
PSIMBF 4 0 0 0 0

 

 I-5 

 

 

Board Members' and Officers' Fund Share Ownership

 

The table below indicates the dollar range of each board member's ownership of fund shares and shares of other funds in the Dreyfus Family of Funds, in each case as of December 31, 2017.

 

  Independent Board Members Interested Board
Members
Fund

Joseph S.

DiMartino

Francine

J. Bovich

Isabel P.

Dunst

Nathan

Leventhal

Robin A.

Melvin

Roslyn

M.

Watson

Benaree

Pratt

Wiley

J.

Charles

Cardona

Gordon

J. Davis

                   
DCM None None None None None None None None None
DF None None None None None None None None None
DGCM None None None None None None None None None
DGSCM None None None None None None None None None
DIPGPMMF None None None None None None None None None
DIPGMMF None None None None None None None None None
DIASF None None None None None None None None None
DIPMMF None None None None None None None None None
DIPTSMMF None None None None None None None None None
DITACAF None None None None None None None None None
DITSCAF None None None None None None None None None
DITIF None None None None None None None None None
DLA None None None None None None None None None
DMCMP None None None None None None None None None
DNRF None None None None None None None $10,001-$50,000 None
DNYMCM None None None None None None None None None
DPMMF None None None None None None None None None
DSBEMEF None None None None None None None None None
DSIMBF None None None None None None None None None
DSTIF None None None None None None None None None
DTACM None None None None None None None None None
DTECM None None None None None None None None None
DTSCM None None None None None None None None None
DSUSEF None None None None $10,001-$50,000 None None None None
DUSIF None None None None None None None None None
Aggregate holdings of funds in the Dreyfus Family of Funds Over $100,000 None None None Over $100,000 $50,001-$100,000 $50,001-$100,000 $10,001-$50,000 None

 

See "Share Ownership" below for information on the shareholdings of each fund by board members and officers as a group.

 

As of December 31, 2017, none of the board members or their immediate family members owned securities of the Manager, any Sub-Advisers, the Distributor or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Manager, any Sub-Advisers or the Distributor.

 

Board Members' Compensation

 

Annual retainer fees and meeting attendance fees are allocated among the funds on the basis of net assets, with the Chairman of the Board, Joseph S. DiMartino, receiving an additional 25% of such compensation. The funds

 

 I-6 

 

 

reimburse board members for their expenses. The funds do not have a bonus, pension, profit-sharing or retirement plan. Each emeritus board member is entitled to receive an annual retainer of one-half the amount paid as a retainer at the time the board member became emeritus and a per meeting attended fee of one-half the amount paid to board members.

 

The aggregate amount of fees received from the funds by each current board member for the funds' last fiscal years, and by all funds in the Dreyfus Family of Funds for which such person was a board member during 2017, were as follows:

 

  Independent Board Members
Fund

Joseph S.

DiMartino*

Francine J.

Bovich

Isabel P.

Dunst

Nathan

Leventhal

Robin A.

Melvin

Roslyn M.

Watson

Benaree

Pratt Wiley

               
CSF (3/31 fiscal year end) $239 $197 $205 $205 $193 $208 $193
CSF (4/30 fiscal year end) $119 $94 $89 $98 $94 $98 $90
DCM $15,974 $12,824 $13,820 $13,280 $12,748 $13,461 $12,121
DGCMF $27,871 $21,812 $22,998 $22,497 $22,006 $22,666 $20,810
DF $42,120 $34,164 $30,945 $34,177 $34,148 $34,181 $34,168
DIGF $39,316 $30,579 $28,156 $31,040 $31,013 $31,043 $31,031
DLA $460 $387 $365 $394 $378 $396 $389
DMCMP $147 $121 $129 $124 $119 $125 $118
DNYMCM $287 $231 $247 $238 $229 $241 $220
DOF (9/30 fiscal year end) $10,312 $8,257 $7,943 $8,260 $8,252 $8,261 $8,258
DOF (10/31 fiscal year end) $536 $429 $389 $429 $429 $429 $429
DTACM $17,211 $13,673 $14,577 $14,123 $13,676 $14,276 $13,126
DTECMF $1,642 $1,319 $1,416 $1,363 $1,311 $1,381 $1,240
DTSCM $30,706 $24,421 $25,965 $25,184 $24,416 $25,447 $23,344
DSUSEF $10,858 $8,466 $7,926 $8,583 $8,575 $8,584 $7,901
DUSIF $3,690 $2,988 $2,676 $2,989 $2,986 $2,989 $2,988
IPMMF $5,569 $4,554 $3,819 $4,805 $4,479 $4,862 $4,447
IRF (3/31 fiscal year end) $1,577 $1,294 $1,357 $1,351 $1,269 $1,370 $1,267
IRF (4/30 fiscal year end) $1,374 $1,099 $1,101 $1,140 $1,094 $1,145 $1,041
PSIMBF $17,669 $13,794 $12,787 $13,986 $13,962 $13,991 $12,879
               
Total compensation from the funds and fund complex (**) $1,224,375
(139)
$611,500
(78)
$235,000
(35)
$414,000
(49)
$802,000
(110)
$435,500
(64)
$603,500
(89)

 

 I-7 

 

 

  Interested Board Members Emeritus Board Members
Fund

J. Charles

Cardona1

Gordon J.

Davis

Clifford L.

Alexander2

Whitney I.

Gerard

George L.

Perry3

Philip Toia4
             
CSF (3/31 fiscal year end) $73 $209 $3,120 $72 $29 $29
CSF (4/30 fiscal year end) $39 $98 $1,924 $40 $14 $14
DCM $0 $13,478 $2,338 $5,257 $2,338 $5,120
DF $33,756 $33,739 $8,745 $17,534 $8,745 $5,708
DGCMF $0 $22,682 $3,952 $9,968 $3,952 $9,398
DIGF $16,965 $31,044 $8,378 $16,128 $8,378 $5,328
DLA $401 $392 $1,661 $156 $1,661 $61
DMCMP $0 $126 $21 $49 $21 $48
DNYMCM $0 $241 $42 $96 $42 $93
DOF (9/30 fiscal year end) $6,263 $8,262 $2,108 $4,304 $2,108 $1,182
DOF (10/31 fiscal year end) $340 $429 $116 $223 $116 $72
DTACM $0 $14,290 $2,427 $5,898 $2,427 $5,638
DTECMF $0 $1,383 $243 $544 $243 $529
DTSCM $0 $25,472 $4,447 $10,593 $4,447 $10,145
DSUSEF $2,882 $8,584 $2,220 $4,461 $2,220 $1,445
DUSIF $2,412 $2,956 $816 $1,534 $816 $510
IPMMF $2,092 $4,779 $11,930 $1,769 $11,930 $1,055
IRF (3/31 fiscal year end) $420 $1,373 $4,234 $471 $4,234 $193
IRF (4/30 fiscal year end) $481 $1,147 $4,533 $461 $4,533 $160
PSIMBF $3,573 $13,992 $3,667 $7,233 $3,667 $2,434
             
Total compensation from the funds and fund complex (**) $247,000
(35)
$422,000
(60)
$168,000
(49)
$110,500
(35)
$88,000
(35)
$160,500
(71)

 

Amounts shown do not include expenses reimbursed to board members for attending board meetings.
*Amounts shown do not include the costs of office space and related parking, office supplies, secretarial services and health benefits for the Chairman of the Board and health benefits for the Chairman's spouse, which also are paid by the funds (also allocated based on net assets). The amount paid by each fund in 2017 ranged from $11 to $70,072 ($167,829 for all funds).
**Represents the number of separate portfolios comprising the investment companies in the fund complex, including the funds, for which the board member served in 2017.
1Prior to January 1, 2017, Mr. Cardona did not receive compensation from the funds because of his positions with the Manager and its affiliates.
2Mr. Alexander is an emeritus board member of all funds except DCM, DGCMF, DMCMP, DNYMCM, DTECMF, DTACM, DTSCM and DILF. For the listed funds, Mr. Alexander receives compensation from the funds for attending board meetings in an advisory role.
3Mr. Perry is an emeritus board member of all funds except DCM, DGCMF, DMCMP, DNYMCM, DTECMF, DTACM, DTSCM, CSF and DILF. For the listed funds, Mr. Perry receives compensation from the funds for attending board meetings in an advisory role.
4Mr. Toia is an emeritus board member of DCM, DGCMF, DMCMP, DNYMCM, DTECMF, DTACM and DTSCM. For the other funds, Mr. Toia receives compensation from the funds for attending board meetings in an advisory role.

 

 I-8 

 

 

OFFICERS

 

Name
Year of Birth
Position1
Since

Principal Occupation During Past

5 Years

Number of Investment

Companies (Portfolios) for

which serves as an Officer
(all managed by the Manager)

     
Bradley J. Skapyak
1958
President
2010
Chief Operating Officer and a director of Dreyfus; Chairman of the Transfer Agent; Chief Executive Officer of the Distributor since August 2016 62 (124)
James Windels
1958
Treasurer
2001
Director – Mutual Fund Accounting of Dreyfus 63 (149)
Bennett A. MacDougall
1971
Chief Legal Officer
2015
Chief Legal Officer of Dreyfus and Associate General Counsel and Managing Director of BNY Mellon since June 2015; from June 2005 to June 2015, Director and Associate General Counsel of Deutsche Bank – Asset & Wealth Management Division and Chief Legal Officer of Deutsche Investment Management Americas Inc. from June 2012 to May 2015 63 (149)
James Bitetto2
1966
Vice President and Secretary
2005
Managing Counsel of BNY Mellon and Secretary of Dreyfus 63 (149)
Joseph M. Chioffi
1961
Vice President and Assistant Secretary
2005
Managing Counsel of BNY Mellon 63 (149)

Sonalee Cross

1987

Vice President and Assistant Secretary

2018

Counsel and Vice President of BNY Mellon since October 2016; Associate at Proskauer Rose LLP from April 2016 to September 2016; Attorney at EnTrust Capital from August 2015 to February 2016; Associate at Sidley Austin LLP from September 2013 until August 2015 63 (149)
Maureen E. Kane
1962
Vice President and Assistant Secretary
2015
Managing Counsel of BNY Mellon since July 2014; from October 2004 until July 2014, General Counsel; from May 2009 until July 2014, CCO of Century Capital Management 63 (149)
Sarah S. Kelleher
1975
Vice President and Assistant Secretary
2014
Managing Counsel of BNY Mellon since December 2017; from March 2013 to December 2017 Senior Counsel of BNY Mellon 63 (149)

 

 I-9 

 

 

Name
Year of Birth
Position1
Since

Principal Occupation During Past

5 Years

Number of Investment

Companies (Portfolios) for

which serves as an Officer
(all managed by the Manager)

     
Jeff S. Prusnofsky
1965
Vice President and Assistant Secretary
2005
Senior Managing Counsel of BNY Mellon 63 (149)
Natalya Zelensky
1985
Vice President and Assistant Secretary
2017
Counsel and Vice President of BNY Mellon since May 2016; Attorney at Wildermuth Endowment Strategy Fund/Wildermuth Advisory, LLC from November 2015 until May 2016; Assistant General Counsel at RCS Advisory Services from July 2014 until November 2015; Associate at Sutherland, Asbill & Brennan from January 2013 until January 2014 63 (149)
Richard S. Cassaro
1959
Assistant Treasurer
2008
Senior Accounting Manager – Money Market and Municipal Bond  Funds of Dreyfus 63 (149)
Gavin C. Reilly
1968
Assistant Treasurer
2005
Tax Manager of the Investment Accounting and Support Department of Dreyfus 63 (149)
Robert S. Robol3
1964
Assistant Treasurer
2002
Senior Accounting Manager – Dreyfus Financial Reporting 63 (149)
Robert Salviolo
1967
Assistant Treasurer
2007
Senior Accounting Manager – Equity Funds of Dreyfus 63 (149)
Robert Svagna4
1967
Assistant Treasurer
2002
Senior Accounting Manager – Fixed Income and Equity Funds of Dreyfus 63 (149)
Joseph W. Connolly
1957
CCO
2004
CCO of Dreyfus, the Dreyfus Family of Funds and BNY Mellon Funds Trust 63 (150)

 

 I-10 

 

 

Name
Year of Birth
Position1
Since

Principal Occupation During Past

5 Years

Number of Investment

Companies (Portfolios) for

which serves as an Officer
(all managed by the Manager)

     
Cari M. Carosella
1968
Anti-Money Laundering Compliance Officer
2016
Anti-Money Laundering Compliance Officer of the Dreyfus Family of Funds and BNY Mellon Funds Trust since January 2016; from May 2015 to December 2015, Interim Anti-Money Laundering Compliance Officer of the Dreyfus Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor 57 (143)

 

1With respect to IRF, each officer has held his or her respective position with the fund since 2008, except for Messrs. MacDougall and Skapyak and Mmes. Farragher, Carosella, Kane, Kelleher and Zelensky, whose dates are as shown above. With respect to CSF, each officer has held his or her respective position with the fund since the date shown above, except Mr. Robol and Mr. Svagna (please see notes 2 & 3). With respect to DILF, each officer has held his or her respective position since 2017.
2Vice President and Secretary since 2018; previously, Vice President and Assistant Secretary.
3Mr. Robol has held this position since 2002 with respect to DF and DLA, 2003 with respect to CSF, and 2005 with respect to DSUSEF, DOF, DUSIF, DF, DIGF, IPMMF and PSIMBF.
4Mr. Svagna has held this position since 2002 with respect to DOF, PSIMBF, DSUSEF and DF, and 2005 with

respect to IPMMF, DIGF, CSF, DLA and DUSIF.

 

The address of each officer is 200 Park Avenue, New York, New York 10166.

 

CERTAIN PORTFOLIO MANAGER INFORMATION

(not applicable to money market funds)

 

The following table lists the funds' portfolio managers, if any, who are in addition to the primary portfolio managers listed in the prospectus. See the prospectus for a list of, and certain other information regarding, the primary portfolio manager(s) for your fund.

 

Fund Additional Portfolio Managers
   
DF N/A
DIASF N/A
DITIF N/A
DJWF N/A
DNRF N/A
DSBEMEF N/A
DSIMBF N/A
DSTIF N/A
DSUSEF N/A
DUSIF N/A

 

The following table lists the number and types of accounts (including the funds) advised by each fund's primary portfolio manager(s) and assets under management in those accounts as of the end of the last fiscal year of the funds they manage. If a portfolio manager is a primary portfolio manager for multiple funds with different fiscal year

 

 I-11 

 

 

ends, information is provided as of the most recent last fiscal year end of the relevant funds, except if otherwise indicated.

 

Primary
Portfolio Manager

Registered

Investment

Companies

Total Assets

Managed

Other Pooled

Investment

Vehicles

Total Assets

Managed

Other

Accounts

Total Assets

Managed

Robert Bayston 3 $233M None N/A 61 $7.1B
C. Wesley Boggs 18 $4.0B 14 $444M 43 $4.2B
David Bowser 5 $1.5B 5 $1.5B 71 $7.8B
Jeffrey Burger 11 $5.5B None N/A 418 $10.8B
Thomas Casey 10 $7.3B None N/A 372 $6.4B
William Cazalet 18 $4.0B 14 $444M 43 $4.2B
Terry Coles 2 $554M 2 $405M 4 $16.8B
John Gilmore 2 $554M 0 0 0 0
Peter D. Goslin 18 $4.0B 14 $444M 43 $4.2B
Nathaniel Hyde1 None N/A 5 $1.9B 21 $7.0B
Miyuki Kashima2 None N/A None N/A None N/A
Bernard W. Kiernan 23 $175.4B 7 $51B 0 N/A
Kazuya Kurosawa2 None N/A 4 $458M 4 $824M
Patricia Larkin 23 $175.4B 7 $51B 0 N/A
Barry K. Mills 15 $7.0B 1 $182M 23 $1.6B
Jeff Munroe 2 $1.1B 5 $4.0B 18 $7.7B
James G. O'Connor 23 $175.4B 7 $51B 0 N/A
Masafumi Oshiden2 None N/A 4 $362M None N/A
Nate Pearson 5 $1.1B 4 $80B 2 $858M
Thomas S. Riordan 23 $175.4B 7 $51B 0 N/A
David M. Sealy 15 $7.0B 1 $182M 23 $1.6B
Takashi Shimoyanagita2 None N/A None N/A None N/A
Elizabeth Slover 15 $7.0B 1 $182M 23 $1.6B
Leigh Todd 15 $7.0B 1 $182M 23 $1.6B
Makiko Togari2 None N/A 1 $23M None N/A
Edward J. Von Sauers 23 $175.4B 7 $51B 0 N/A
Robin Wehbe 14 $6.4B 1 $172M 24 $2.0B
Syed A. Zamil 18 $4.0B 14 $444M 43 $4.2B

 

1Because Mr. Hyde became a primary portfolio manager of DSTIF as of March 1, 2018, his information is as of January 31, 2018.

 

2 Because Mses. Kashima and Togari and Messrs. Kurosawa, Oshiden and Shimoyanagita became primary portfolio managers of DJWF as of [_____], 2018, their information is as of [_____], 2018.

 

The following table provides information on accounts managed (included within the table above) by each primary portfolio manager that are subject to performance-based advisory fees.

 

Primary
Portfolio Manager
Type of Account

Number of Accounts
Subject to Performance

Fees

Total Assets of

Accounts

       
Robert Bayston None N/A N/A
C. Wesley Boggs Other Accounts 7 $690M
David Bowser None N/A N/A
Jeffrey Burger None N/A N/A
Thomas Casey None N/A N/A

 

 I-12 

 

 

Primary
Portfolio Manager
Type of Account

Number of Accounts
Subject to Performance

Fees

Total Assets of

Accounts

       
William Cazalet Other Accounts 7 $690M
Terry Coles Other Accounts 1 $651M
John Gilmore None N/A N/A
Peter D. Goslin Other Accounts 7 $690M
Nathaniel Hyde None N/A N/A
Miyuki Kashima None N/A N/A
Bernard W. Kiernan None N/A N/A
Kazuya Kurosawa Other Accounts 3 $663M
Patricia Larkin None N/A N/A
Barry K. Mills None 1 $55M
Jeff Munroe Other Accounts 6 $2.7B
James G. O'Connor None N/A N/A
Masafumi Oshiden None N/A N/A
Nate Pearson None N/A N/A
Thomas S. Riordan None N/A N/A
David M. Sealy None 1 $55M
Takashi Shimoyanagita None N/A N/A
Elizabeth Slover Other Accounts 1 $55M
Leigh Todd None 1 $55M
Makiko Togari None N/A N/A
Edward J. Von Sauers None N/A N/A
Robin Wehbe Other Accounts 1 $51M
Syed A. Zamil Other Accounts 7 $690M

 

The following table lists the dollar range of fund shares beneficially owned by the primary portfolio manager(s) as of the end of the fund's last fiscal year, except if otherwise indicated.

 

Primary Portfolio Manager Fund Dollar Range of Fund Shares Beneficially Owned
     
Robert Bayston DIASF None
C. Wesley Boggs DSBEMEF None
David Bowser DSTIF None
  DITIF None
Jeffrey Burger DSIMBF None
Thomas Casey DSIMBF None
William Cazalet DSBEMEF None
Terry Coles DSUSEF None
John Gilmore DSUSEF None
Peter D. Goslin DSBEMEF None
Nathaniel Hyde DSTIF1 None
Miyuki Kashima DJWF2 None
Bernard W. Kiernan DUSIF None
Kazuya Kurosawa DJWF2 None
Patricia Larkin DUSIF None
Barry K. Mills DF None
Jeff Munroe DSUSEF None
James G. O'Connor DUSIF None
Masafumi Oshiden DJWF2 None

 

 I-13 

 

 

Primary Portfolio Manager Fund Dollar Range of Fund Shares Beneficially Owned
     
Nate Pearson DIASF None
Thomas S. Riordan DUSIF None
David M. Sealy DF $10,001 - $50, 000
Takashi Shimoyanagita DJWF2 None
Elizabeth Slover DNRF None
  DF None
Leigh Todd DF None
Makiko Togari DJWF2 None
Edward J. Von Sauers DUSIF None
Robin Wehbe DNRF $100,001-$500,000
Syed A. Zamil DSBEMEF None

 

1Because Mr. Hyde became a primary portfolio manager of DSTIF as of March 1, 2018, his information is as of January 31, 2018.

 

2 Mses. Kashima and Togari and Messrs. Kurosawa, Oshiden and Shimoyanagita became primary portfolio managers of DJWF as of [____], 2018, and on that date they did not own shares of the fund.

 

MANAGER'S AND SUB-ADVISERS' COMPENSATION; COMPLIANCE SERVICES

 

Manager's and Sub-Advisers' Compensation

 

For each fund's last three fiscal years, the management fees payable by the fund, the reduction, if any, in the amount of the fee paid due to fee waivers and/or expense reimbursements by the Manager and the net fees paid by the fund were as follows:

 

  2017 Fiscal Year 2016 Fiscal Year 2015 Fiscal Year
Fund Fee payable

Reduction in fee

Net fee paid Fee payable

Reduction in fee

Net fee paid

Fee payable

Reduction in fee

Net fee paid

DCM $30,722,373 $632,166 $30,090,207 $50,465,652 $10,050,309 $40,415,343 $52,823,352 $26,224,629 $26,598,723
DGCM $64,297,172 $22,149,361 $42,147,811 $38,746,071 $22,405,982 $16,340,089 $35,377,611 $30,388,253 $4,989,358
DGSCM $8,959,808 $2,376,263 $6,583,545 $7,987,629 $7,398,723 $588,906 $8,954,407 $8,954,407 $0
DTALMMF N/A N/A N/A N/A N/A N/A N/A N/A N/A
DMCMP $318,195 $309,202 $8,993 $626,035 $626,035 $0 $582,906 $582,906 $0
DNYMCM $606,493 $276,222 $330,271 $752,837 $752,837 $0 $841,737 $841,737 $0
DTECM $2,937,534 $693,523 $2,244,011 $3,957,366 $3,957,366 $0 $4,325,924 $4,206,400 $119,524
DTACM $39,702,711 $8,107,033 $31,595,678 $39,865,843 $31,592,846 $8,272,997 $36,489,834 $36,349,821 $140,013
DTSCM $69,794,885 $17,769,657 $52,025,228 $77,625,023 $77,625,023 $0 $70,220,764 $70,220,764 $0
DIPTSMMF $245,109 $37,131 $207,978 $200,106 $200,106 $0 $261,688 $261,688 $0
DIPMMF $2,525,841 $0 $2,525,841 $3,749,793 $9,955 $3,739,838 $6,419,106 $90,867 $6,328,239
DIPGPMMF $1,486,280 $1,486,280 $0 $1,398,408 $1,398,408 $0 $1,263,703 $1,263,703 $0
DSIMBF $2,426,098 $646,835 $1,779,263 $2,288,787 $610,489 $1,678,298 $2,208,218 $568,812 $1,639,406
DIPGMMF1 $5,049,169 $1,465,060 $3,584,109 $832,804 $286,201 $546,603 $3,569,594 $967,723 $2,601,871
DPMMF $142,922 $65,518 $77,404 $226,255 $226,255 $0 $219,810 $219,810 $0
DITACAF2 $1,022,275 $207,8673 $814,408 $363,460 $178,7834 $184,677 $1,259,895 $1,259,8955 $0
DITSCAF2 $1,794,974 $369,9576 $1,425,017 $451,472 $299,9067 $151,566 $1,173,340 $1,173,3408 $0
DSUSEF9 $2,306,941 $2,941 $2,229,140 $2,253,781 $0 $2,253,781 $2,492,001 $0 $2,492,001
DIASF $399,006 $0 $399,006 $451,861 $0 $451,861 $599,809 $0 $599,809
DITIF $3,378,612 $332,723 $3,045,889 $4,016,927 $414,907 $3,602,020 $4,484,720 $405,870 $4,078,850
DSTIF $889,490 $608,433 $281,057 $1,015,583 $608,293 $407,290 $1,153,499 $572,555 $580,944
DNRF $2,276,582 $17,889 $2,258,693 $1,305,690 $97,827 $1,207,863 $719,190 $106,064 $613,126
DSBEMEF10 $92,140 $92,140 $0 $84,132 $84,132 $0 $56,598 $56,598 $0

 

 I-14 

 

 

  2017 Fiscal Year 2016 Fiscal Year 2015 Fiscal Year
Fund Fee payable

Reduction in fee

Net fee paid Fee payable

Reduction in fee

Net fee paid

Fee payable

Reduction in fee

Net fee paid

DUSIF $249,331 $249,331 $0 $309,597 $309,597 $0 $369,609 $231,282 $138,327
DLA11 $3,108,421 $11,498 $3,096,923 $4,136,134 $2,175,038 $1,961,096 $4,096,013 $4,096,013 $0
DF12 $7,645,733 $0 $7,645,733 $8,167,537 $0 $8,167,537 $9,604,620 $0 $9,604,620

 

1For the fiscal year ended March 31, 2017, the management fee was reduced by $1,465,040 pursuant to an undertaking by the Manager and by $63,949 which amount represents the fund's allocable share of the fees and expenses of the Independent Board Members (including counsel fees).
2On April 30, 2016, DITACAF and DITSCAF changed their fiscal year end from December 31st to April 30th.
3For the fiscal year ended April 30, 2017, the management fee was reduced by $186,420 pursuant to an undertaking by the Manager and by $21,447, which represents the fund's allocable share of the fees and expenses of the Independent Board Members (including counsel fees).
4Information is for the period January 1, 2016 through April 30, 2016. For the fiscal year ended December 31, 2016, the fee payable to the Manager was $363,460, the reduction in fee was $178,783 (of which $173,144 was pursuant to an undertaking by the Manager and $5,639 represents the fund's allocable share of the fees and expenses of the Independent Board Members (including counsel fees)) and the net fee paid was $184,677.
5For the fiscal year ended December 31, 2015, the management fee was reduced by $1,259,895 pursuant to an undertaking by the Manger.
6For the fiscal year ended April 30, 2017, the management fee was reduced by $349,845 pursuant to an undertaking by the Manager and by $20,112, which represents the fund's allocable share of the fees and expenses of the Independent Board Members (including counsel fees).
7Information is for the period January 1, 2016 through April 30, 2016. For the fiscal year ended December 31, 2016, the fee payable to the Manager was $451,472, the reduction in fee was $299,906 (of which $294,498 was pursuant to an undertaking by the Manager and $5,408 represents the fund's allocable share of the fees and expenses of the Independent Board Members (including counsel fees)) and the net fee paid was $151,566.
8For the fiscal year ended December 31, 2015, the management fee was reduced by $1,173,340 pursuant to an undertaking by the Manger.
9Aggregate fee to the Manager and Newton from May 1, 2017 through May 31, 2017.
10Aggregate fee to the Manager and Mellon Capital (a predecessor company of BNY Mellon AMNA, the fund's current Sub-Adviser).
11As compensation for its services to the fund, the fund has agreed to pay the Manager a monthly management fee, as a percentage of the fund's average daily net assets, at the following annual rate: .50% up to $1.5 billion; .48% between $1.5 billion and $2 billion; .47% between $2 billion and $2.5 billion; and .45% over $2.5 billion.
12As compensation for its services to the fund, the fund has agreed to pay the Manager a monthly management fee, as a percentage of the fund's average daily net assets, at the following annual rate: .65% up to $1.5 billion; .625% between $1.5 billion and $2 billion; .60% between $2 billion and $2.5 billion; and .55% over $2.5 billion.

 

The contractual fee rates paid by the Manager to a fund's Sub-Adviser, if any, and the effective rate paid in the last fiscal year, are as follows (expressed as an annual rate as a percentage of the fund's average daily net assets):

 

Fund Sub-Adviser Fee Rate Effective Fee Rate for the Last Fiscal Year
       
DSBEMEF BNY Mellon AMNA * *
DSUSEF Newton ** **
DJWF BNYM Japan *** N/A

 

*The fund operates pursuant to an exemptive order that permits it to disclose, as a dollar amount and percentage of its net assets, the aggregate fees paid to the Manager and BNY Mellon AMNA. The aggregate annual fee payable to the Manager and BNY Mellon AMNA is .60% of the value of the fund's average daily net assets. The effective fee rate for the Manager and Mellon Capital (a predecessor company of BNY Mellon AMNA, the fund's current Sub-Adviser) for the last fiscal year was 0.00%.

 

**The fund operates pursuant to an exemptive order that permits it to disclose, as a dollar amount and a percentage of its net assets, the aggregate fee payable to the Manager and Newton.  The aggregate annual fee payable to the Manager and Newton is .60% of the value of the fund's average daily net assets (prior to May 1, 2017 this fee was .75% of the

 

 I-15 

 

 

 fund's average daily net assets, payable to the Manager (there was no Sub-Adviser)).  The effective fee rate for the Manager and, from May 1, 2017 through May 31, 2017, the Sub-Adviser for the last fiscal year was .74%.

 

*** The fund operates pursuant to an exemptive order that permits it to disclose, as a dollar amount and a percentage of its net assets, the aggregate fee payable to the Manager and BNYM Japan.  The aggregate annual fee payable to the Manager and BNYM Japan is [___]% of the value of the fund's average daily net assets.

 

Compliance Services

 

The funds' compliance program is developed, implemented and maintained by the funds' CCO and his staff. The funds bear a portion of the CCO's compensation (which is approved by the boards), as well as the compensation of the CCO's staff and the expenses of the CCO and his staff (including administrative expenses). The CCO's staff works exclusively on the compliance program and related matters for the funds and other funds in the Dreyfus Family of Funds and BNY Mellon Funds Trust, and compensation and expenses of the CCO and his staff generally are allocated among such funds based on an equal amount per fund with incremental amounts allocated to funds with more service providers (including Sub-Advisers). Such compensation and expenses for the funds' last fiscal years were as follows:

 

Fund CCO and Staff Compensation and Expenses*
   
DCM $9,717
DF $11,202
DGCM $9,717
DGSCM $9,717
DIASF $11,180
DIPTSMMF $11,404
DIPMMF $11,404
DIPGPMMF $11,404
DIPGMMF $11,404
DITACAF $11,394
DITSCAF $11,394
DITIF $11,180
DLA $11,202
DMCMP $9,717
DNRF $11,281
DNYMCM $9,717
DPMMF $11,394
DSBEMEF $11,224
DSIMBF $11,404
DSTIF $11,180
DSUSEF $11,454
DSUSEF $10,069
DUSIF $11,233
DTACM $9,717
DTECM $9,717
DTSCM $9,717

 

*For unitary fee funds, such compensation and expenses are borne by the Manager.

 

 I-16 

 

 

SECURITIES LENDING ACTIVITIES
(non-money market funds only)

 

The dollar amounts of income and fees and compensation paid to all service providers (including fees paid to Dreyfus for cash collateral management and fees paid to BNY Mellon as securities lending agent), related to certain funds' securities lending activities during the most recent fiscal year* were as follows:

 

Fund DF DSUSEF DIASF DITIF DSTIF DNRF
Gross income from securities lending activities (including income from cash collateral reinvestment) $33,337 $28,148 $19,104 $137,686 $46,048 $57,471
Fees and/or compensation for securities lending activities and related services            
Fees paid to securities lending agent from a revenue split $3,364 $4,238 $3,272 $20,262 $6,479 $6,975
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split $1,114 $3,158 $0 $5,894 $2,607 $6,917
Administrative fees not included in revenue split $0 $0 $0 $0 $0 $0
Indemnification fees not included in revenue split $0 $0 $0 $0 $0 $0
Rebate (paid to borrower) $8,129 $0 $0 $10,784 $3,772 $10,303
Other fees not included in revenue split $0 $0 $0 $0 $0 $0
Aggregate fees/compensation for securities lending activities $4,478 $7,396 $3,272 $26,156 $9,086 $13,892
Net income from securities lending activities $20,766 $20,752 $15,832 $100,747 $33,190 $33,301
*Securities lending activities information is disclosed only for funds that have filed annual or other registration statement amendments that became effective on or after August 1, 2017. For all other funds, such information will be disclosed in connection with the next annual or other registration statement amendment filed for that fund.

 

The services provided by BNY Mellon as securities lending agent are as follows: selection of securities to be loaned; locating borrowers previously approved by the funds' board; negotiation of loan terms; monitoring daily the value of the loaned securities and collateral; requiring additional collateral as necessary; investing cash collateral in accordance with the funds' instructions; marking to market non-cash collateral; maintaining custody of non-cash collateral; recordkeeping and account servicing; monitoring dividend activity and material proxy votes relating to loaned securities; transferring loaned securities; recalling loaned securities in accordance with the funds' instructions; and arranging for return of loaned securities to the fund at loan termination.

 

DSIMBF, DSBEMEF, and DUSIF did not engage in any securities lending activity during the most recent fiscal year.

 

 I-17 

 

 

SALES LOADS, CDSCS AND DISTRIBUTOR'S COMPENSATION

 

The following table lists, for each of the last three fiscal years, the total commissions on sales of all classes of shares (sales loads) (as applicable) and the total CDSCs on redemptions of all classes of shares (as applicable), along with corresponding amounts of each retained by the Distributor.

 

Fund   2017 Fiscal Year 2016 Fiscal Year 2015 Fiscal Year
         
DITIF        
  Total commissions $198,492 $182,665 $155,801
  Commission amount retained $1,232 $1,270 $2,447
  Total CDSCs $2,662 $4,101 $193
  CDSC amount retained $2,662 $4,101 $193
         
DNRF        
  Total commissions $99,832 $47,257 $57,662
  Commission amount retained $15,667 $8,739 $9,519
  Total CDSCs $3,933 $9,254 $1,040
  CDSC amount retained $3,933 $9,254 $1,040
         
DSIMBF        
  Total commissions $10,116 $13,986 $7,177
  Commission amount retained $1,494 $1,972 $1,088
  Total CDSCs $0 $0 $0
  CDSC amount retained $0 $0 $0
DSUSEF        
  Total commissions $15,772 $26,231 $21,824
  Commission amount retained $2,560 $4,388 $3,173
  Total CDSCs $15 $23 $0
  CDSC amount retained $15 $23 $0
         

 

The amounts paid by each fund to the Distributor under the fund's Plan or Plans, as applicable, for services described in Part II of this SAI under "Distribution Plans, Service Plans and Shareholder Services Plans" for the fund's last fiscal year were as follows:

 

Fund Plan Class Amount

Printing and

Implementation

and Operation

of Plan

Amount

Reimbursed

to Fund

Pursuant to

Undertaking

in Effect

Total

Amount

DCM            
  Service Plan Administrative $1,130,756 N/A N/A $1,130,756
    Investor $2,096,860 N/A N/A $2,096,860
  Shareholder Services Plan Institutional $344,234 N/A N/A $344,234
DF            
  None N/A N/A N/A N/A N/A

 

 I-18 

 

 

Fund Plan Class Amount

Printing and

Implementation

and Operation

of Plan

Amount

Reimbursed

to Fund

Pursuant to

Undertaking

in Effect

Total

Amount

DGCM            
  Service Plan Administrative $1,970,407 N/A N/A $1,970,407
    Investor $3,383,187 N/A N/A $3,383,187
    Participant $249,780 N/A N/A $249,780
  Shareholder Services Plan Institutional $217,970 N/A N/A $217,970
DGSCM            
  Service Plan Administrative $459,983 N/A N/A $459,983
    Investor $1,179,898 N/A N/A $1,179,898
    Participant $1,243,509 N/A N/A $1,243,509
  Shareholder Services Plan Institutional $18,186 N/A N/A $18,186
DIPMMF            
  Service Plan Hamilton $129,579 N/A N/A $129,579
DIPGMMF            
  Service Plan Hamilton $642,252 N/A N/A $642,252
    Premier $479,249 N/A N/A $479,249
DIPGPMMF            
  None N/A N/A N/A N/A N/A
DIPTSMMF            
  Administration Hamilton $82,077 N/A N/A $82,077
    Premier $199,297 N/A N/A $199,297
DITACAF            
  Service Plan Hamilton $77,564 N/A N/A $77,564
    Premier $1,086,531 N/A N/A $1,086,531
DITSCAF            
  Service Plan Hamilton $118,543 N/A N/A $118,543
    Premier $1,109,850 N/A N/A $1,109,850
DIASF            
  Shareholder Services Plan Investor $42,948 N/A N/A $42,948
DITIF            
  Distribution Plan Class C $140,815 N/A N/A $140,815
  Shareholder Services Plan Class A $1,214,075 N/A N/A $1,214,075
    Class C $46,938 N/A N/A $46,938
  Service Plan Class T1 $0 N/A N/A $0
DLA            
  Shareholder Services Plan Class 1 $991,452 N/A N/A $991,452
    Class Z $342,269 N/A N/A $342,269
DMCMP            
  Service Plan Investor $233,571 N/A N/A $233,571
  Shareholder Services Plan Institutional $6,196 N/A N/A $6,196
DNYMCM            

 

 I-19 

 

 

Fund Plan Class Amount

Printing and

Implementation

and Operation

of Plan

Amount

Reimbursed

to Fund

Pursuant to

Undertaking

in Effect

Total

Amount

  Service Plan Investor $399,191 N/A N/A $399,191
    Participant $2,915 N/A N/A $2,915
  Shareholder Services Plan Institutional $2,417 N/A N/A $2,417
DNRF            
  Distribution Plan Class C $81,573 N/A N/A $81,573
  Shareholder Services Plan Class A $205,367 N/A N/A $205,367
    Class C $27,191 N/A N/A $27,191
  Service Plan Class T1 $0 N/A N/A $0
DPMMF            
  Administration Class A $73,091 N/A N/A $73,091
DSBEMEF            
  Distribution Plan Class C $208 N/A N/A $208
  Shareholder Services Plan Class A $558 N/A N/A $558
    Class C $69 N/A N/A $69
  Service Plan Class T1 $0 N/A N/A $0
DSIMBF            
  Service Plan Class D $294,636 N/A N/A $294,636
  Shareholder Services Plan Class A $155,641 N/A N/A $155,641
  Service Plan Class T1 $0 N/A N/A $0
DSTIF