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A. Mellon-Advised Funds will have boards of directors that are

independent of the Mellon Companies.

B. Specifically, no director, officer or employee of a Mellon Company will serve as a director of any Mellon-Advised Fund.

C. NO Mellon Company will advise any mutual fund that does not have a majority of independent directors. An Independent director will not include any person who is an "interested person" with respect to such fund as defined in Section 2(a)(19)(A) of the Investment Company Act of 1940 (the "1940 Act") or as defined in any future amendment to the 1940 Act or the rules, regulations, directives or orders thereunder.

D. No Mellon Company will advise any mutual fund if a majority of the mutual fund's directors are officers, directors or employees of any bank holding company or its affiliates and subsidiaries or any bank or

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A. No director, officer or employee of a Mellon Company will be a director, officer or employee of a Mellon-Advised Fund.

8.

No Mellon Company will control a Mellon-Advised Fund.

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In the event that Mellon Bank Corporation 3rd Its subsidiaries

possess the power to vote more than 25% of the shares of a Mellon-Advised

Fund, whether in a fiduciary capacity or otherwise, Mellon Bank

Corporation and its subsidiaries (1) with respect to any such shares

owned by any of them for its own account, will vote such shares in the

same proportion as shares held by all other shareholders of such mutual

fund and (2) with respect to any such shares owned by any of them in a fiduciary capacity with voting power, to the extent consistent with its fiduciary duties and applicable law (including ERISA), will either (a) pass through the power to vote to the beneficial owners of such shares or

(b) vote such shares as provided in clause (1).

V.

Relationships between Millen Advised Funds and Mellon Banks

Corporation

A. NO Mellon Company will make a loan or extend credit to a Mellon-Advised Fund, except for loans or extensions of credit made in the

ordinary course of providing custodial or cash management services to

such a fund.

B.

In the event that the assets of a Mellon-Advised Fund are held

in custody by a Mellon Bank, the applicable Mellon Company will recommend

to the board of directors of such fund that a firm of nationally

recognized independent public accountants Issue reports in accordance

with Rule 177-2 under the 1940 Act and otherwise as required by law with

respect to the custody of the assets of such fund.

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its own account from, or sell any portfolio securities from its own

account to, a Me Ilon-Advised Fund.

D. If a Mellon Company is underwriting or placing any security. It

will not sell such security to a Mellon-Advised Fund.

.E. Mellon Companies and their affiliates will be 'affiliated

persons' of the Dreyfus Funds to the extent required under the 1940 Act.

V.

Relationships Batman Millan Banks and Dreyfus

All transactions between Mellon Banks and Dreyfus and its subsidiaries will be subject to Sections 23A and 23B of the Federal

Reserve Act without giving effect to the exemption set forth in

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VII. conflicts of Interest

A. No Mellon Company advising a Mellon-Advised Fund will recommend the purchase by a Mellon-Advised Fund (other than an index or similar passively-managed fund) of securities in the process of issuance 1f an employee in any such Mellon Company has actual knowledge that the proceeds of an Issuance of securities will be used to retire indebtedness

to a Mellon Company.

B. No Mellon Company will purchase for any third party account over which the Mellon Company has discretionary authority a security Issued by a Mellon-Advised Fund, except as authorized by the instrument creating the relationship, by the beneficiaries of such account, by court

order or by applicable local law.

C. In the event that shares of a Mellon-Advised Fund are purchased for a Mellon Bank fiduciary account with respect to which a Mellon

Company has investment discretion, an appropriate Mellon Bank employee will conduct a review, at least once during every calendar year, of the continuing prudence of holding such shares.

D. NO Mellon Bank will make a loan for the purpose of purchasing

shares of a Mellon-Advised Fund.

VIII. Regulation

A. The Mellon Companies will comply in full with all applicable laws, regulations, orders and directives of regulatory bodies and with the rules of all self-regulatory bodies including the NASD. This Policy Statement will not be interpreted to prohibit or 11mit any activity which is required under applicable law, regulation, order or directive issued from time to time by the SEC or its staff or which is taken in response to a recommendation or endorsement received from the SEC or its staff by way of no-action or interpretive relief or otherwise.

B. For so long as any Mellon Company is defined as a "broker"

under Section 3(a)(4) of the Securities Exchange Act of 1934 (the "1934

Act"), such company will continue to be maintained as a separate company, registered with the SEC and subject to the 1934 Act. In addition, for so long as any Mellon Company is defined as an "Investment adviser" under the Investment Advisers Act of 1940 (the "Advisers Act"), such company will continue to be maintained as a separate company, registered with the

SEC and subject to the Advisers Act.

C. Dreyfus will be maintained as a separate corporate entity and its present registered broker-dealer subsidiary, Dreyfus Service Corporation, will remain registered as a broker-dealer with the Securities and Exchange Commission.

80-2220-94-15

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