File No. 2-9455
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. 141 [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 141 [ X ]
(Check appropriate box or boxes.)
THE DREYFUS FUND INCORPORATED
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Mark N. Jacobs, 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)
----
X on April 1, 1996 pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
on (date) pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) 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.
----
Registrant has registered an indefinite number of shares of its capital
stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the
fiscal year ended December 31, 1995 was filed on February 28, 1996.
THE DREYFUS FUND INCORPORATED
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
_________ _______ ____
1 Cover Page Cover
2 Synopsis 3
3 Condensed Financial Information 4
4 General Description of Registrant 4
5 Management of the Fund 6
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 16
7 Purchase of Securities Being Offered 7
8 Redemption or Repurchase 12
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
- ---------
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-22
13 Investment Objectives and Policies B-2
14 Management of the Fund B-7
15 Control Persons and Principal B-7
Holders of Securities
16 Investment Advisory and Other B-9
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
THE DREYFUS FUND INCORPORATED
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ _____
17 Brokerage Allocation B-20
18 Capital Stock and Other Securities B-21
19 Purchase, Redemption and Pricing B-12; B-13;
of Securities Being Offered B-18
20 Tax Status *
21 Underwriters B-12
22 Calculations of Performance Data B-21
23 Financial Statements B-23
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-11
30 Location of Accounts and Records C-14
31 Management Services C-14
32 Undertakings C-14
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
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PROSPECTUS APRIL 1, 1996
THE DREYFUS FUND INCORPORATED
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THE DREYFUS FUND INCORPORATED (THE "FUND") IS AN OPEN-END,
DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MUTUAL FUND. THE
FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE YOU WITH LONG-TERM CAPITAL GROWTH
CONSISTENT WITH THE PRESERVATION OF CAPITAL. CURRENT INCOME IS A SECONDARY
BUT IMPORTANT INVESTMENT OBJECTIVE.
THE FUND IS THE FLAGSHIP FUND OF THE DREYFUS FAMILY OF FUNDS. IT IS
ONE OF THE LARGEST, OLDEST AND BEST KNOWN MUTUAL FUNDS AND INVESTS PRIMARILY
IN COMMON STOCKS.
YOU CAN INVEST, REINVEST OR REDEEM FUND SHARES AT ANY TIME WITHOUT
CHARGE OR PENALTY. YOU CAN PURCHASE OR REDEEM SHARES BY TELEPHONE USING
DREYFUS TELETRANSFER.
THE DREYFUS CORPORATION PROFESSIONALLY MANAGES THE FUND'S
PORTFOLIO.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND
THAT YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
THE STATEMENT OF ADDITIONAL INFORMATION, DATED APRIL 1, 1996, WHICH
MAY BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN
AREAS IN THIS PROSPECTUS AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME
INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
IS INCORPORATED HEREIN BY REFERENCE. FOR A FREE COPY, WRITE TO THE FUND AT
144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-0144, OR CALL
1-800-645-6561. WHEN TELEPHONING, ASK FOR OPERATOR 144.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY
OTHER AGENCY. THE NET ASSET VALUE OF FUNDS OF THIS TYPE WILL FLUCTUATE FROM
TIME TO TIME.
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TABLE OF CONTENTS
Page
Annual Fund Operating Expenses.......................... 3
Condensed Financial Information.......................... 4
Description of the Fund.................................. 4
Management of the Fund................................... 6
How to Buy Shares........................................ 7
Shareholder Services..................................... 9
How to Redeem Shares..................................... 12
Dividends, Distributions and Taxes....................... 14
Performance Information.................................. 16
General Information...................................... 16
Appendix................................................. 17
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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This Page Intentionally Left Blank
Page 2
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
<S> <C> <C> <C> <C> <C>
Management Fees........................................................................... .63%
Other Expenses ........................................................................... .11%
Total Fund Operating Expenses............................................................. .74%
EXAMPLE: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
You would pay the following expenses
on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the
end of each time period: $8 $24 $41 $92
</TABLE>
- -----------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, THE FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL
RETURN GREATER OR LESS THAN 5%.
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The purpose of the foregoing table is to assist you in
understanding the costs and expenses borne by the Fund, the payment of which
will reduce investors' annual return. You can purchase Fund shares without
charge directly from the Fund's distributor; you may be charged a nominal fee
if you effect transactions in Fund shares through a securities dealer, bank
or other financial institution. See "Management of the Fund" and "How to Buy
Shares."
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited by Ernst &
Young LLP, the Fund's independent auditors, whose report thereon appears in
the Statement of Additional Information. Further financial data and related
notes are included in the Statement of Additional Information, available upon
request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of Capital Stock outstanding, total investment return, ratios to average net
assets and other supplemental data for each year indicated. This information
has been derived from the Fund's financial statements.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------------
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
------- ------ ------ ------ ------ ----- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning
of year.... $13.86 $12.55 $10.28 $10.55 $12.07 $10.80 $13.14 $13.27 $13.10 $11.93
------- ------ ------ ------ ------ ------ ----- ------ ------ ------
INVESTMENT OPERATIONS:
Investment income-net .49 .47 .51 .58 .50 .34 .27 .24 .21 .22
Net realized and unrealized
gain (loss) on investments... 1.49 .60 .38 1.89 (.89) 2.63 .44 .58 (.76) 2.57
------- ------ ------ ------ ------ ------ ----- ------ ------ ------
TOTAL FROM
INVESTMENT OPERATIONS 1.98 1.07 .89 2.47 (.39) 2.97 .71 .82 (.55) 2.79
------- ------ ------ ------ ------ ------ ----- ------ ------ ------
DISTRIBUTIONS:
Dividends from
investment income-net..... (.59) (.77) (.46) (.59) (.51) (.35) (.24) (.30) (.22) (.22)
Dividends in excess of investment
income-net......... -- -- -- -- -- -- -- (.03) -- --
Dividends from net realized
gain on investments..... (2.70) (2.57) (.16) (.36) (.37) (.28) (.34) (.66) (.40) (4.08)
------- ------ ------ ------ ------ ------ ----- ------ ------ ------
TOTAL DISTRIBUTIONS (3.29) (3.34) (.62) (.95) (.88) (.63) (.58) (.99) (.62) (4.30)
------- ------ ------ ------ ------ ------ ----- ------ ------ ------
Net asset value, end of year... $12.55 $10.28 $10.55 $12.07 $10.80 $13.14 $13.27 $13.10 $11.93 $10.42
======= ====== ====== ======= ====== ======= ======= ======= ====== ======
TOTAL INVESTMENT RETURN.... 16.32%* 8.62%* 8.74%* 23.64%* (3.33%) 28.02% 5.53% 6.36% (4.26%) 23.77%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average
net assets......... .74% .71% .77% .75% .77% .78% .74% .74% .74% .74%
Ratio of net investment income
to average net assets... 3.77% 3.51% 4.62% 4.73% 4.20% 2.65% 2.08% 1.67% 1.63% 1.56%
Portfolio Turnover Rate... 149.07% 110.09% 179.38% 104.28% 98.58% 79.70% 55.42% 39.29% 27.70% 269.26%
Net Assets, end of year
(000's omitted). $2,308,564 $2,369,023 $2,262,433 $2,536,151 $2,525,321 $2,996,663 $3,148,858 $2,850,523 $2,445,300 $2,653,539
______________________
*Exclusive of sales charge.
</TABLE>
Further information about the Fund's performance is contained in
the Fund's annual report, which may be obtained without charge by writing to
the address or calling the number set forth on the cover page of this
Prospectus.
DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVES
The Fund's primary investment objective is to provide you with
long-term capital growth consistent with the preservation of capital. Current
income is a secondary but important investment objective. The Fund's
investment objectives cannot be changed without approval by the holders of a
majority (as defined in the Investment Company Act of 1940, as amended (the
"1940 Act"))of the Fund's outstanding voting shares. There can be no
assurance that the Fund's investment objectives will be achieved.
Page 4
MANAGEMENT POLICIES
Depending on market conditions, the Fund attempts to be fully
invested in common stocks. If market conditions warrant, the Fund may
purchase fixed-income securities such as preferred stocks, bonds and
debentures. The Fund will invest primarily in the securities of seasoned
companies. Although the Fund may invest up to 5% of its assets in new
enterprises, very few companies with an operating record of less than three
years would be considered appropriate for the Fund's portfolio. The Fund may
invest up to 20% of the value of its assets in foreign securities which are
not publicly traded in the United States. By investing in foreign securities,
the Fund seeks to further its goal of capital growth.
When The Dreyfus Corporation determines that adverse market
conditions exist, the Fund may adopt a temporary defensive posture and invest
without limitation in money market instruments consisting of U.S. Government
securities, certificates of deposit, time deposits, bankers' acceptances,
short-term investment grade corporate bonds and other short-term debt
instruments, and repurchase agreements, as set forth under "Appendix--Certain
Portfolio Securities--Money Market Instruments."
The Fund's annual portfolio turnover rate is not expected to exceed
100%. The Fund currently intends to engage in foreign currency transactions,
lending portfolio securities and, to a limited extent, options transactions.
See also "Investment Considerations and Risks" and "Appendix--Investment
Techniques" below and "Investment Objectives and Management
Policies--Management Policies" in the Statement of Additional Information.
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- The Fund's net asset value per share should be expected to
fluctuate. Investors should consider the Fund as a supplement to an overall
investment program and should invest only if they are willing to undertake
the risks involved. See "Investment Objectives and Management
Policies_Management Policies" in the Statement of Additional Information for
a further discussion of certain risks.
EQUITY SECURITIES -- Equity securities fluctuate in value, often based on
factors unrelated to the value of the issuer of the securities, and such
fluctuations can be pronounced. Changes in the value of the Fund's
investments will result in changes in the value of its shares and thus the
Fund's total return to investors.
The securities of the smaller companies in which the Fund may invest
may be subject to more abrupt or erratic market movements than larger, more
established companies, because these securities typically are traded in lower
volume and the issuers typically are subject to a greater degree to changes
in earnings and prospects.
FOREIGN SECURITIES -- Foreign securities markets generally are not as
developed or efficient as those in the United States. Securities of some
foreign issuers are less liquid and more volatile than securities of
comparable U.S. issuers. Similarly, volume and liquidity in most foreign
securities markets are less than in the United States and, at times,
volatility of price can be greater than in the United States.
Because evidences of ownership of such securities usually are held
outside the United States, the Fund will be subject to additional risks which
include possible: adverse political and economic developments, seizure or
nationalization of foreign deposits and adoption of governmental restrictions
which might adversely affect the payment of principal and interest on the
foreign securities or restrict the payment of principal and interest to
investors located outside the country of the issuer, whether from currency
blockage or otherwise.
Since foreign securities often are purchased with and payable in
currencies of foreign countries, the value of these assets as measured in
U.S. dollars may be affected favorably or unfavorably by changes in currency
rates and exchange control regulations.
FOREIGN CURRENCY TRANSACTIONS -- Currency exchange rates may fluctuate
significantly over short periods of time. They generally are determined by
the forces of supply and demand in the foreign exchange markets and the
relative merits of investments in different countries, actual or perceived
Page 5
changes in interest rates and other complex factors, as seen from an
international perspective. Currency exchange rates also can be affected
unpredictably by intervention by U.S. or foreign governments or central
banks, or the failure to intervene, or by currency controls or political
developments in the United States or abroad. See "Appendix _ Investment
Techniques _ Foreign Currency Transactions."
FIXED-INCOME SECURITIES -- Even though interest-bearing securities are
investments which promise a stable stream of income, the prices of such
securities are inversely affected by changes in interest rates and,
therefore, are subject to the risk of market price fluctuations. The values
of fixed-income securities also may be affected by changes in the credit
rating or financial condition of the issuer. Certain securities purchased by
the Fund, such as those rated Baa by Moody's Investors Service, Inc.
("Moody's") and BBB by Standard & Poor's Ratings Group ("S&P"), Fitch
Investors Service, L.P. ("Fitch") and Duff & Phelps Credit Rating Co.
("Duff"), may be subject to such risk with respect to the issuing entity and
to greater market fluctuations than certain lower yielding, higher rated
fixed-income securities. Once the rating of a portfolio security has been
changed, the Fund will consider all circumstances deemed relevant in
determining whether to continue to hold the security. See "Appendix" in the
Statement of Additional Information.
USE OF DERIVATIVES -- The Fund may invest, to a limited extent, in
derivatives ("Derivatives"). These are financial instruments which derive
their performance, at least in part, from the performance of an underlying
asset, index or interest rate. The Derivatives the Fund may use include
options. While Derivatives can be used effectively in furtherance of the
Fund's investment objectives, under certain market conditions, they can
increase the volatility of the Fund's net asset value, can decrease the
liquidity of the Fund's portfolio and make more difficult the accurate
pricing of the Fund's portfolio. See "Appendix _ Investment Techniques _ Use
of Derivatives" below and "Investment Objectives and Management Policies _
Management Policies _ Derivatives" in the Statement of Additional
Information.
SIMULTANEOUS INVESTMENTS -- Investment decisions for the Fund are made
independently from those of the other investment companies advised by The
Dreyfus Corporation. If, however, such other investment companies desire to
invest in, or dispose of, the same securities as the Fund, available
investments or opportunities for sales will be allocated equitably to each
investment company. In some cases, this procedure may adversely affect the
size of the position obtained for or disposed of by the Fund or the price
paid or received by the Fund.
MANAGEMENT OF THE FUND
ADVISER -- The Dreyfus Corporation, located at 200 Park Avenue, New York, New
York 10166, was formed in 1947 and serves as the Fund's investment adviser.
The Dreyfus Corporation is a wholly-owned subsidiary of Mellon Bank, N.A.,
which is a wholly-owned subsidiary of Mellon Bank Corporation ("Mellon"). As
of February 29, 1996, The Dreyfus Corporation managed or administered
approximately $85 billion in assets for more than 1.7 million investor
accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board in accordance with Maryland law.
The Fund's primary portfolio manager is Ernest G. Wiggins, Jr. He has held
that position since February 1995 and has been employed by The Dreyfus
Corporation since January 1994. Prior thereto, he was President of Gabelli
International from 1992 to 1993; and from 1980 to 1992, he was employed by
Fidelity Management and Research Company, serving as Director of Training and
Development from 1990 to 1992 and as manager of Fidelity Value Fund from 1982
to 1990. The Fund's other portfolio managers are identified in the Statement
of Additional Information. The Dreyfus Corporation also provides research
services for the Fund and for other funds advised by The Dreyfus Corporation
through a professional staff of portfolio managers and securities analysts.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a compre-
Page 6
hensive range of financial products and services in domestic and selected
international markets. Mellon is among the twenty-five largest bank holding
companies in the United States based on total assets. Mellon's principal
wholly-owned subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National
Association, Mellon Bank (MD), The Boston Company, Inc., AFCO Credit
Corporation and a number of companies known as Mellon Financial Services
Corporations. Through its subsidiaries, including The Dreyfus Corporation,
Mellon managed more than $233 billion in assets as of December 31, 1995,
including approximately $81 billion in proprietary mutual fund assets. As of
December 31, 1995, Mellon, through various subsidiaries, provided
non-investment services, such as custodial or administration services, for
more than $786 billion in assets, including approximately $60 billion in
mutual fund assets.
For the fiscal year ended December 31, 1995, the Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .63 of 1%
of the value of the Fund's average daily net assets. From time to time, The
Dreyfus Corporation may waive receipt of its fees and/or voluntarily assume
certain expenses of the Fund, which would have the effect of lowering the
overall expense ratio of the Fund and increasing yield to investors. The Fund
will not pay The Dreyfus Corporation at a later time for any amounts it may
waive, nor will the Fund reimburse The Dreyfus Corporation for any amounts it
may assume.
In allocating brokerage transactions for the Fund, The Dreyfus
Corporation seeks to obtain the best execution of orders at the most
favorable net price. Subject to this determination, TheDreyfus Corporation
may consider, among other things, the receipt of research services and/or the
sale of shares of the Fund or other funds managed, advised or administered by
The Dreyfus Corporation as factors in the selection of broker-dealers to
execute portfolio transactions for the Fund. See "Portfolio Transactions" in
the Statement of Additional Information.
The Dreyfus Corporation may pay the Fund's distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Fund's distributor may use part or all of such payments to pay securities
dealers, banks or other financial institutions in respect of these services.
DISTRIBUTOR -- The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at One Exchange Place, Boston, Massachusetts
02109. The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN -- Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is the Fund's Custodian.
HOW TO BUY SHARES
Fund shares are sold without a sales charge. You may be charged a
nominal fee if you effect transactions in Fund shares through a securities
dealer, bank or other financial institution. Stock certificates are issued
only upon your written request. No certificates are issued for fractional
shares. The Fund reserves the right to reject any purchase order.
The minimum initial investment is $2,500; subsequent investments
must be at least $100. However, the minimum initial investment for
Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and 403(b)(7) Plans with only
one participant is $750, with no minimum for subsequent purchases.
Individuals who open an IRA also may open a non-working spousal IRA with a
minimum initial investment of $250. Subsequent investments in a spousal IRA
must be at least $250. The initial investment must be accompanied by the
Account Application. For full-time or part-time employees of The Dreyfus
Corporation or any of its affiliates or subsidiaries, directors of The
Dreyfus Corporation, Board members of a fund advised by The Dreyfus
Corporation, including members of the Fund's Board, or the spouse or minor
child of any of the foregoing, the minimum initial investment is $1,000. For
full-time
Page 7
or part-time employees of The Dreyfus Corporation or any of its
affiliates or subsidiaries who elect to have a portion of their pay directly
deposited into their Fund account, the minimum initial investment is $50. The
Fund reserves the right to offer Fund shares without regard to minimum
purchase requirements to employees participating in certain qualified and
non-qualified employee benefit plans or other programs where contributions or
account information can be transmitted in a manner and form acceptable to the
Fund. The Fund reserves the right to vary further the initial and subsequent
minimum investment requirements at any time. Fund shares also are offered
without regard to the minimum initial investment requirements through
Dreyfus-AUTOMATIC Asset BuilderRegistration Mark, Dreyfus Government Direct
Deposit Privilege or Dreyfus Payroll Savings Plan pursuant to the Dreyfus
Step Program described under "Shareholder Services." These services enable
you to make regularly scheduled investments and may provide you with a conveni
ent way to invest for long-term financial goals. You should be aware,
however, that periodic investment plans do not guarantee a profit and will
not protect an investor against loss in a declining market.
You may purchase Fund shares by check or wire, or through the
Dreyfus TELETRANSFER Privilege described below. Checks should be made payable
to "The Dreyfus Family of Funds," or, if for Dreyfus retirement plan
accounts, to "The Dreyfus Trust Company, Custodian." Payments to open new
accounts which are mailed should be sent to The Dreyfus Family of Funds, P.O.
Box 9387, Providence, Rhode Island 02940-9387, together with your Account
Application. For subsequent investments, your Fund account number should
appear on the check and an investment slip should be enclosed and sent to The
Dreyfus Family of Funds, P.O. Box 105, Newark, New Jersey 07101-0105. For
Dreyfus retirement plan accounts, both initial and subsequent investments
should be sent to The Dreyfus Trust Company, Custodian, P.O. Box 6427,
Providence, Rhode Island 02940-6427. Neither initial nor subsequent
investments should be made by third party check. Purchase orders may be
delivered in person only to a Dreyfus Financial Center. THESE ORDERS WILL BE
FORWARDED TO THE FUND AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For
the location of the nearest Dreyfus Financial Center, please call one of the
telephone numbers listed under "General Information."
Wire payments may be made if your bank account is in a commercial
bank that is a member of the Federal Reserve System or any other bank having
a correspondent bank in New York City. Immediately available funds may be
transmitted by wire to The Bank of New York, DDA #8900051779/The Dreyfus Fund
Incorporated, for purchase of Fund shares in your name. The wire must include
your Fund account number (for new accounts, your Taxpayer Identification
Number ("TIN") should be included instead), account registration and dealer
number, if applicable. If your initial purchase of Fund shares is by wire,
please call 1-800-645-6561 after completing your wire payment to obtain your
Fund account number. Please include your Fund account number on the Account
Application and promptly mail the Account Application to the Fund, as no
redemptions will be permitted until the Account Application is received. You
may obtain further information about remitting funds in this manner from your
bank. All payments should be made in U.S. dollars and, to avoid fees and
delays, should be drawn only on U.S. banks. A charge will be imposed if any
check used for investment in your account does not clear. The Fund makes
available to certain large institutions the ability to issue purchase
instructions through compatible computer facilities.
Subsequent investments also may be made by electronic transfer of
funds from an account maintained in a bank or other domestic financial
institution that is an Automated Clearing House member. You must direct the
institution to transmit immediately available funds through the Automated
Clearing House system to The Bank of New York with instructions to credit
your Fund account. The instructions must specify your Fund account
registration and your Fund account number PRECEDED BY THE DIGITS "1111."
Fund shares are sold on a continuous basis at the net asset value
per share next determined after an order in proper form is received by the
Transfer Agent or other agent. Net asset value per share is determined as of
the close of trading on the floor of the New York Stock Exchange (currently
4:00 p.m., New
Page 8
York time), on each day the New York Stock Exchange is open
for business. Net asset value per share is computed by dividing the value of
the Fund's net assets (i.e., the value of its assets less liabilities) by the
total number of shares outstanding. The Fund's investments are valued based
on market value or, where market quotations are not readily available, based
on fair value as determined in good faith by the Fund's Board. For further
information regarding the methods employed in valuing Fund investments, see
"Determination of Net Asset Value" in the Statement of Additional
Information.
For certain institutions that have entered into agreements with the
Distributor, payment for the purchase of Fund shares may be transmitted, and
must be received by the Transfer Agent, within three business days after the
order is placed. If such payment is not received within three business days
after the order is placed, the order may be canceled and the institution
could be held liable for resulting fees and/or losses.
The Distributor may pay dealers a fee of up to .5% of the amount
invested through such dealers in Fund shares by employees participating in
qualified and non-qualified employee benefit plans or other programs where
(i) the employers or affiliated employers maintaining such plans or programs
have a minimum of 250 employees eligible for participation in such plans or
programs, or (ii) such plan's or program's aggregate investment in the
Dreyfus Family of Funds or certain other products made available by the
Distributor to such plans or programs exceeds $1,000,000 ("Eligible Benefit
Plans"). Shares of funds in the Dreyfus Family of Funds then held by Eligible
Benefit Plans will be aggregated to determine the fee payable. The
Distributor reserves the right to cease paying these fees at any time. The
Distributor will pay such fees from its own funds, other than amounts
received from the Fund, including past profits or any other source available
to it.
Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes" and
the Account Application for further information concerning this requirement.
Failure to furnish a certified TIN to the Fund could subject you to a $50
penalty imposed by the Internal Revenue Service (the "IRS").
DREYFUS TELETRANSFER PRIVILEGE -- You may purchase Fund shares (minimum $500,
maximum $150,000 per day) by telephone if you have checked the appropriate
box and supplied the necessary information on the Account Application or have
filed a Shareholder Services Form with the Transfer Agent. The proceeds will
be transferred between the bank account designated in one of these documents
and your Fund account. Only a bank account maintained in a domestic financial
institution which is an Automated Clearing House member may be so designated.
The Fund may modify or terminate this Privilege at any time or charge a
service fee upon notice to shareholders. No such fee currently is
contemplated.
If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER purchase of shares by calling 1-800-645-6561
or, if you are calling from overseas, call 516-794-5452.
SHAREHOLDER SERVICES
FUND EXCHANGES -- You may purchase, in exchange for shares of the Fund,
shares of certain other funds managed or administered by The Dreyfus
Corporation, to the extent such shares are offered for sale in your state of
residence. These funds have different investment objectives which may be of
interest to you. If you desire to use this service, please call
1-800-645-6561 to determine if it is available and whether any conditions are
imposed on its use.
To request an exchange, you must give exchange instructions to the
Transfer Agent in writing or by telephone. Before any exchange, you must
obtain and should review a copy of the current prospectus of the fund into
which the exchange is being made. Prospectuses may be obtained by calling
1-800-645-6561. Except in the case of personal retirement plans, the shares
being exchanged must have a current value of at least $500; furthermore, when
establishing a new account by exchange, the shares being exchanged must have
a value of at least the minimum initial investment required for the fund into
which
Page 9
the exchange is being made. The ability to issue exchange instructions
by telephone is given to all Fund shareholders automatically, unless you
check the applicable "No" box on the Account Application, indicating that you
specifically refuse this privilege. The Telephone Exchange Privilege may be
established for an existing account by written request, signed by all
shareholders on the account, or by a separate signed Shareholder Services
Form, also available by calling 1-800-645-6561. If you have established the
Telephone Exchange Privilege, you may telephone exchange instructions by
telephoning 1-800-645-6561 or, if you are calling from overseas, call
516-794-5452. See "How to Redeem Shares_Procedures." Upon an exchange into a
new account, the following shareholder services and privileges, as applicable
and where available, will automatically be carried over to the fund in which
the exchange is made: Telephone Exchange Privilege, Wire Redemption Privilege,
Telephone Redemption Privilege, Dreyfus TELETRANSFER Privilege and the
dividend/capital gain distribution option (except for Dreyfus Dividend Sweep)
selected by the investor.
Shares will be exchanged at the next determined net asset value;
however, a sales load may be charged with respect to exchanges into funds
sold with a sales load. If you are exchanging into a fund that charges a
sales load, you may qualify for share prices which do not include the sales
load or which reflect a reduced sales load, if the shares you are exchanging
were: (a) purchased with a sales load, (b) acquired by a previous exchange
from shares of the fund purchased with a sales load, or (c) acquired through
reinvestment of dividends or distributions paid with respect to the foregoing
categories of shares. To qualify, at the time of the exchange you must notify
the Transfer Agent. Any such qualification is subject to confirmation of your
holdings through a check of appropriate records. See "Shareholder Services"
in the Statement of Additional Information. No fees currently are charged
shareholders directly in connection with exchanges, although the Fund
reserves the right, upon not less than 60 days' written notice, to charge
shareholders a nominal fee in accordance with rules promulgated by the
Securities and Exchange Commission. The Fund reserves the right to reject any
exchange request in whole or in part. The availability of Fund Exchanges may
be modified or terminated at any time upon notice to shareholders. See
"Dividends, Distributions and Taxes."
DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege enables
you to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for shares of the Fund, in shares of other funds in the
Dreyfus Family of Funds of which you are currently an investor. The amount
you designate, which can be expressed either in terms of a specific dollar or
share amount ($100 minimum), will be exchanged automatically on the first
and/or fifteenth of the month according to the schedule you have selected.
Shares will be exchanged at the then-current net asset value; however, a
sales load may be charged with respect to exchanges into funds sold with a
sales load. See "Shareholder Services" in the Statement of Additional
Information. The right to exercise this Privilege may be modified or
cancelled by the Fund or the Transfer Agent. You may modify or cancel your
exercise of this Privilege at any time by mailing written notification to The
Dreyfus Family of Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671.
The Fund may charge a service fee for the use of this Privilege. No such fee
currently is contemplated. For more information concerning this Privilege and
the funds in the Dreyfus Family of Funds eligible to participate in this
Privilege, or to obtain a Dreyfus Auto-Exchange Authorization Form, please
call toll free 1-800-645-6561. See "Dividends, Distributions and Taxes."
DREYFUS-AUTOMATIC ASSET BUILDERRegistration Mark -- 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.
At your option, the bank account designated by you will be debited in the
specified amount, and Fund shares will be purchased, once a month, on either
the first or fifteenth day, or twice a month, on both days. Only an account
maintained at a domestic financial institution which is an Automated Clearing
House member may be so designated. To establish a Dreyfus-AUTOMATIC Asset
Builder account, you
Page 10
must file an authorization form with the Transfer Agent. You may obtain the
necessary authorization form by calling 1-800-645-6561. You may cancel your
participation in this Privilege or change the amount of purchase at any time
by mailing written notification to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671, or, if for Dreyfus retirement
plan accounts, to The Dreyfus Trust Company, Custodian, P.O. Box
6427, Providence, Rhode Island 02940-6427, and the notification will be
effective three business days following receipt. The Fund may modify or
terminate this Privilege at any time or charge a service fee. No such fee
currently is contemplated.
DREYFUS GOVERNMENT DIRECT DEPOSIT PRIVILEGE -- Dreyfus Government Direct
Deposit Privilege enables you to purchase Fund shares (minimum of $100 and
maximum of $50,000 per transaction) by having Federal salary, Social
Security, or certain veterans', military or other payments from the Federal
government automatically deposited into your Fund account. You may deposit as
much of such payments as you elect. To enroll in Dreyfus Government Direct
Deposit, you must file with the Transfer Agent a completed Direct Deposit
Sign-Up Form for each type of payment that you desire to include in the
Privilege. The appropriate form may be obtained by calling 1-800-645-6561.
Death or legal incapacity will terminate your participation in the Privilege.
You may elect at any time to terminate your participation by notifying in
writing the appropriate Federal agency. Further, the Fund may terminate your
participation upon 30 days' notice to you.
DREYFUS PAYROLL SAVINGS PLAN -- Dreyfus Payroll Savings Plan permits you to
purchase Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit program, you may
have part or all of your paycheck transferred to your existing Dreyfus
account electronically through the Automated Clearing House system at each
pay period. To establish a Dreyfus Payroll Savings Plan account, you must
file an authorization form with your employer's payroll department. Your
employer must complete the reverse side of the form and return it to The
Dreyfus Family of Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671.
You may obtain the necessary authorization form by calling 1-800-645-6561.
You may change the amount of purchase or cancel the authorization only by
written notification to your employer. It is the sole responsibility of your
employer, not the Distributor, The Dreyfus Corporation, the Fund, the
Transfer Agent or any other person to arrange for transactions under the
Dreyfus Payroll Savings Plan. The Fund may modify or terminate this Privilege
at any time or charge a service fee. No such fee currently is contemplated.
DREYFUS STEP PROGRAM -- Dreyfus Step Program enables you to purchase Fund
shares without regard to the Fund's minimum initial investment requirements
through Dreyfus-AUTOMATIC Asset Builder, Dreyfus Government Direct Deposit
Privilege or Dreyfus Payroll Savings Plan. To establish a Dreyfus Step
Program account, you must supply the necessary information on the Account
Application and file the required authorization form(s) with the Transfer
Agent. For more information concerning this Program, or to request the
necessary authorization form(s), please call toll free 1-800-782-6620. You
may terminate your participation in this Program at any time by discontinuing
your participation in Dreyfus-AUTOMATIC Asset Builder, Dreyfus Government
Direct Deposit Privilege or Dreyfus Payroll Savings Plan, as the case may be,
as provided under the terms of such Privilege(s). The Fund may modify or
terminate this Program at any time. Investors who wish to purchase Fund
shares through the Dreyfus Step Program in conjunction with a
Dreyfus-sponsored retirement plan may do so only for IRAs, SEP-IRAs and IRA
"Rollover Accounts."
DREYFUS DIVIDEND OPTIONS -- Dreyfus Dividend Sweep enables you to invest
automatically dividends or dividends and capital gain distributions, if any,
paid by the Fund in shares of another fund in the Dreyfus Family of Funds of
which you are a shareholder. Shares of the other fund will be purchased at
the then-current net asset value; however, a sales load may be charged with
respect to investments in shares of a fund sold with a sales load. If you
Page 11
are investing in a fund that charges a sales load, you may qualify for share
prices which do not include the sales load or which reflect a reduced sales
load. If you are investing in a fund that charges a contingent deferred sales
charge, the shares purchased will be subject on redemption to the contingent
deferred sales charge, if any, applicable to the purchased shares. See
"Shareholder Services" in the Statement of Additional Information. Dreyfus
Dividend ACHpermits you to transfer electronically dividends or dividends and
capital gain distributions, if any, from the Fund to a designated bank
account. Only an account maintained at a domestic financial institution which
is an Automated Clearing House member may be so designated. Banks may charge
a fee for this service.
For more information concerning these privileges or to request a
Dividend Options Form, please call toll free 1-800-645-6561. You may cancel
these privileges by mailing written notification to The Dreyfus Family of
Funds, P.O. Box 6527, Providence, Rhode Island 02940-6527. Enrollment in or
cancellation of these privileges is effective three business days following
receipt. These privileges are available only for existing accounts and may
not be used to open new accounts. Minimum subsequent investments do not apply
for Dreyfus Dividend Sweep. The Fund may modify or terminate these privileges
at any time or charge a service fee. No such fee currently is contemplated.
Shares held under Keogh Plans, IRAs or other retirement plans are not
eligible for Dreyfus Dividend Sweep.
AUTOMATIC WITHDRAWAL PLAN -- The Automatic Withdrawal Plan permits you to
request withdrawal of a specified dollar amount (minimum of $50) on either a
monthly or quarterly basis if you have a $5,000 minimum account. An
application for the Automatic Withdrawal Plan can be obtained by calling
1-800-645-6561. The Automatic Withdrawal Plan may be ended at any time by
you, the Fund or the Transfer Agent. Shares for which certificates have been
issued may not be redeemed through the Automatic Withdrawal Plan.
RETIREMENT PLANS -- The Fund offers a variety of pension and profit-sharing
plans, including Keogh Plans, IRAs, SEP-IRAs and IRA "Rollover Accounts,"
401(k) Salary Reduction Plans and 403(b)(7) Plans. Plan support services also
are available. You can obtain details on the various plans by calling the
following numbers: for Keogh Plans, please call 1-800-358-5566; for IRAs and
IRA "Rollover Accounts," please call 1-800-645-6561; or for SEP-IRAs, 401(k)
Salary Reduction Plans and 403(b)(7) Plans, please call 1-800-322-7880.
HOW TO REDEEM SHARES
GENERAL
You may request redemption of your shares at any time. Redemption
requests should be transmitted to the Transfer Agent as described below. When
a request is received in proper form, the Fund will redeem the shares at the
next determined net asset value.
The Fund imposes no charges when shares are redeemed. Securities
dealers, banks and other financial institutions may charge their clients a
nominal fee for effecting redemptions of Fund shares. Any certificates
representing Fund shares being redeemed must be submitted with the redemption
request. The value of the shares redeemed may be more or less than their
original cost, depending on the Fund's then-current net asset value.
The Fund ordinarily will make payment for all shares redeemed
within seven days after receipt by the Transfer Agent of a redemption request
in proper form, except as provided by the rules of the Securities and
Exchange Commission. HOWEVER, IF YOU HAVE PURCHASED FUND SHARES BY CHECK, BY
DREYFUS TELETRANSFER PRIVILEGE OR THROUGH DREYFUS-AUTOMATIC ASSET BUILDER AND
SUBSEQUENTLY SUBMIT A WRITTEN REDEMPTION REQUEST TO THE TRANSFER AGENT, THE
REDEMPTION PROCEEDS WILL BE TRANSMITTED TO YOU PROMPTLY UPON BANK CLEARANCE
OF YOUR PURCHASE CHECK, DREYFUS TELETRANSFER PURCHASE OR DREYFUS-
Page 12
AUTOMATIC ASSET BUILDER ORDER, WHICH MAY TAKE UP TO EIGHT BUSINESS DAYS OR
MORE. IN ADDITION, THE FUND WILL REJECT REQUESTS TO REDEEM SHARES BY WIRE OR
TELEPHONE OR PURSUANT TO THE DREYFUS TELETRANSFER PRIVILEGE FOR A PERIOD OF
EIGHT BUSINESS DAYS AFTER RECEIPT BY THE TRANSFER AGENT OF THE PURCHASE CHECK,
THE DREYFUS TELETRANSFER PURCHASE OR THE DREYFUS-AUTOMATIC ASSET BUILDER ORDER
AGAINST WHICH SUCH REDEMPTION IS REQUESTED. THESE PROCEDURES WILL NOT APPLY
IF YOUR SHARES WERE PURCHASED BY WIRE PAYMENT, OR IF YOU OTHERWISE HAVE A
SUFFICIENT COLLECTED BALANCE IN YOUR ACCOUNT TO COVER THE REDEMPTION REQUEST.
PRIOR TO THE TIME ANY REDEMPTION IS EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL
ACCRUE AND BE PAYABLE, AND YOU WILL BE ENTITLED TO EXERCISE ALL OTHER RIGHTS
OF BENEFICIAL OWNERSHIP. Fund shares will not be redeemed until the Transfer
Agent has received your Account Application.
PROCEDURES
You may redeem shares by using the regular redemption procedure
through the Transfer Agent, or if you have checked the appropriate box and
supplied the necessary information on the Account Application or have filed a
Shareholder Services Form with the Transfer Agent, through the Wire
Redemption Privilege, the Telephone Redemption Privilege or the Dreyfus
TELETRANSFER Privilege. Clients of certain securities dealers may redeem
shares through their securities dealers. The Fund makes available to certain
large institutions the ability to issue redemption instructions through
compatible computer facilities. The Fund reserves the right to refuse any
request made by wire or telephone, including requests made shortly after a
change of address, and may limit the amount involved or the number of such
requests. The Fund may modify or terminate any redemption Privilege at any
time or charge a service fee upon notice to shareholders. No such fee
currently is contemplated. Shares held under Keogh Plans, IRAs or other
retirement plans, and shares for which certificates have been issued, are not
eligible for the Wire Redemption, Telephone Redemption or DreyfusTELETRANSFER
Privilege.
You may redeem shares by telephone if you have checked the
appropriate box on the Account Application or have filed a Shareholder
Services Form with the Transfer Agent. If you select a telephone redemption
privilege or telephone exchange privilege (which is granted automatically
unless you refuse it), you authorize the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be you and
reasonably believed by the Transfer Agent to be genuine. The Fund will require
the Transfer Agent to employ reasonable procedures, such as requiring a form
of personal identification, to confirm that instructions are genuine and, if
it does not follow such procedures, the Fund or the Transfer Agent may be
liable for any losses due to unauthorized or fraudulent instructions. Neither
the Fund nor the Transfer Agent will be liable for following telephone
instructions reasonably believed to be genuine.
During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent by telephone to
request a redemption or exchange of Fund shares. In such cases, you should
consider using the other redemption procedures described herein. Use of these
other redemption procedures may result in your redemption request being
processed at a later time than it would have been if telephone redemption had
been used. During the delay, the Fund's net asset value may fluctuate.
REGULAR REDEMPTION -- Under the regular redemption procedure, you may redeem
shares by written request mailed to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671, or, if for Dreyfus retirement plan
accounts, to The Dreyfus Trust Company, Custodian, P.O. Box 6427, Providence,
Rhode Island 02940-6427. Redemption requests may be delivered in person only
to a Dreyfus Financial Center. THESE REQUESTS WILL BE FORWARDED TO THE FUND
AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For the location of the
nearest Dreyfus Financial Center, please call one of the telephone numbers
listed under "General Information." Redemption requests must be signed by
each shareholder, including each owner of a joint account, and each signature
must be guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies
and savings associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP") and the Stock Exchanges Medallion Program. If you
have any questions with respect to signature-guarantees, please call one of
the telephone numbers listed under "General Information."
Page 13
Redemption proceeds of at least $1,000 will be wired to any member
bank of the Federal Reserve System in accordance with a written
signature-guaranteed request.
WIRE REDEMPTION PRIVILEGE -- You may request by wire or telephone that
redemption proceeds (minimum $1,000) be wired to your account at a bank which
is a member of the Federal Reserve System, or a correspondent bank if your
bank is not a member. You also may direct that redemption proceeds be paid by
check (maximum $150,000 per day)made out to the owners of record and mailed
to your address. Redemption proceeds of less than $1,000 will be paid
automatically by check. Holders of jointly registered Fund or bank accounts
may have redemption proceeds of not more than $250,000 wired within any
30-day period. You may telephone redemption requests by calling
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452. The
Statement of Additional Information sets forth instructions for transmitting
redemption requests by wire.
TELEPHONE REDEMPTION PRIVILEGE -- You may request by telephone that
redemption proceeds (maximum $150,000 per day) be paid by check and mailed to
your address. You may telephone redemption instructions by calling
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
DREYFUS TELETRANSFER PRIVILEGE -- You may request by telephone that
redemption proceeds (minimum $500 per day) be transferred between your Fund
account and your bank account. Only a bank account maintained in a domestic
financial institution which is an Automated Clearing House member may be
designated. Redemption proceeds will be on deposit in your account at an
Automated Clearing House member bank ordinarily two days after receipt of the
redemption request or, at your request, paid by check (maximum $150,000 per
day) and mailed to your address. Holders of jointly registered Fund or bank
accounts may redeem through the Dreyfus TELETRANSFER Privilege for transfer
to their bank account not more than $250,000 within any 30-day period.
If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER redemption of shares by telephoning
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
REDEMPTION THROUGH DEALERS -- The Distributor or its designee will accept
orders from dealers with which it has sales agreements for the repurchase of
shares held by shareholders. Repurchase orders received by the dealer prior
to the close of trading on the floor of the New York Stock Exchange on any
business day and transmitted to the Distributor or its designee prior to the
close of its business day (normally 5:15 p.m., New York time) are effected at
the price determined as of the close of trading on the floor of the New York
Stock Exchange on that day. Otherwise, the shares will be redeemed at the
next determined net asset value. It is the responsibility of the dealer to
transmit orders on a timely basis. The dealer may charge the shareholder a
fee for executing the order. This repurchase arrangement is discretionary and
may be withdrawn at any time.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily pays dividends from net investment income
quarterly and distributes net realized securities gains, if any, once a year,
but it may make distributions on a more frequent basis to comply with the
distribution requirements of the Internal Revenue Code of 1986, as amended
(the "Code"), in all events in a manner consistent with the provisions of the
1940 Act. The Fund will not make distributions from net realized securities
gains unless capital loss carryovers, if any, have been utilized or have
expired. You may choose whether to receive dividends and distributions of
securities gains in cash or to reinvest such amounts in additional shares at
net asset value. You also may elect to receive only dividends and
distributions of short-term securities gains in cash and automatically
reinvest all distributions of long-term securities gains at net asset value.
You may make these elections by sending a written request to the Transfer
Agent or, if you have purchased shares through a securities dealer, by
notifying your dealer at the time the shares are purchased. All expenses are
accrued daily and deducted before declaration of dividends to investors.
Page 14
Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gain realized from the sale or other disposition of certain
market discount bonds, paid by the Fund will be taxable to U.S. shareholders
as ordinary income whether received in cash or reinvested in additional Fund
shares. Depending upon the composition of the Fund's income, a portion of the
dividends from net investment income may qualify for the dividends received
deduction allowable to certain U.S. corporations. Distributions from net
realized long-term securities gains of the Fund will be taxable to U.S.
shareholders as long-term capital gains, regardless of how long shareholders
have held their Fund shares and whether such distributions are received in
cash or reinvested in additional Fund shares. The Code provides that the net
capital gains of an individual generally will not be taxed at a rate in
excess of 28%. Dividends and distributions may be subject to state and local
taxes.
Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gain realized from the sale or other disposition of certain
market discount bonds, paid by the Fund to a foreign investor generally are
subject to U.S. nonresident withholding taxes at the rate of 30%, unless the
foreign investor claims the benefit of a lower rate specified in a tax
treaty. Distributions from net realized long-term securities gains paid by the
Fund to a foreign investor as well as the proceeds of any redemptions from a
foreign investor's account, regardless of the extent to which gain or loss
may be realized, generally will not be subject to U.S. nonresident
withholding tax. However, such distributions may be subject to backup
withholding, as described below, unless the foreign investor certifies his
non-U.S. residency status.
Notice as to the tax status of your dividends and distributions
will be mailed to you annually. You also will receive periodic summaries of
your account which will include information as to dividends and distributions
from securities gains, if any, paid during the year.
The exchange of shares of one fund for shares of another is treated
for Federal income tax purposes as a sale of the shares given in exchange by
the shareholder and, therefore, an exchanging shareholder may realize a
taxable gain or loss.
Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends, distributions
from net realized securities gains of the Fund and the proceeds of any
redemption, regardless of the extent to which gain or loss may be realized,
paid to a shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer
identification number of the record owner of the account. Any tax withheld as
a result of backup withholding does not constitute an additional tax imposed
on the record owner of the account, and may be claimed as a credit on the
record owner's Federal income tax return.
Management of the Fund believes that the Fund has qualified for the
fiscal year ended December 31, 1995 as a "regulated investment company" under
the Code. The Fund intends to continue to so qualify if such qualification is
in the best interests of its shareholders. Such qualification relieves the
Fund of any liability for Federal income tax to the extent its net investment
income and realized capital gains are distributed in accordance with
applicable provisions of the Code. The Fund is subject to a non-deductible 4%
excise tax, measured with respect to certain undistributed amounts of taxable
investment income and capital gains.
You should consult your tax adviser regarding specific questions as
to Federal, state or local taxes, if any.
Page 15
PERFORMANCE INFORMATION
For purposes of advertising, performance will be calculated on the
basis of average annual total return. Advertisements may also include
performance calculated on the basis of total return.
Average annual total return is calculated pursuant to a
standardized formula which assumes that an investment in the Fund was
purchased with an initial payment of $1,000 and that the investment was
redeemed at the end of a stated period of time, after giving effect to the
reinvestment of dividends and distributions during the period. The return is
expressed as a percentage rate which, if applied on a compounded annual
basis, would result in the redeemable value of the investment at the end of
the period. Advertisements of the Fund's performance will include the Fund's
average annual total return for one, five and ten year periods.
Total return is computed on a per share basis and assumes the
reinvestment of dividends and distributions. Total return generally is
expressed as a percentage rate which is calculated by combining the income
and principal changes for a specified period and dividing by the net asset
value per share at the beginning of the period. Advertisements may include
the percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes the
application of the percentage rate of total return.
Performance will vary from time to time and past results are not
necessarily representative of future results. You should remember that
performance is a function of portfolio management in selecting the type and
quality of portfolio securities and is affected by operating expenses.
Performance information, such as that described above, may not provide a
basis for comparison with other investments or other investment companies
using a different method of calculating performance.
Comparative performance information may be used from time to time
in advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., the Dow Jones Industrial Average, Morningstar,
Inc., Standard & Poor's 500 Composite Stock Price Index and other industry
publications.
GENERAL INFORMATION
The Fund, a Maryland corporation incorporated on January 2, 1947,
began operations under its present name on May 24, 1951. The Fund is
authorized to issue 300 million shares of Capital Stock, par value $1 per
share. Each share has one vote.
Unless otherwise required by the 1940 Act, ordinarily it will not
be necessary for the Fund to hold annual meetings of shareholders. As a
result, Fund shareholders may not consider each year the election of Board
members or the appointment of auditors. However, pursuant to the Fund's
By-Laws, the holders of at least 10% of the shares outstanding and entitled
to vote may require the Fund to hold a special meeting of shareholders for
the purpose of removing a Board member from office and the holders of at
least 25% of such shares may require the Fund to hold a special meeting of
shareholders for any other purpose. Fund shareholders may remove a Board
member by the affirmative vote of a majority of the Fund's outstanding voting
shares. In addition, the Fund's Board will call a meeting of shareholders for
the purpose of electing Board members if, at any time, less than a majority
of the Board members then holding office have been elected by shareholders.
The Transfer Agent maintains a record of your ownership and sends
you confirmations and statements of account.
Shareholder inquiries may be made by writing to the Fund at 144
Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling toll
free 1-800-645-6561. In New York City, call 1-718-895-1206; outside of the
U.S. and Canada, call 516-794-5452.
Page 16
APPENDIX
INVESTMENT TECHNIQUES
FOREIGN CURRENCY TRANSACTIONS -- Foreign currency transactions may be entered
into for a variety of purposes, including: to fix in U.S. dollars, between
trade and settlement date, the value of a security the Fund has agreed to buy
or sell; or to hedge the U.S. dollar value of securities the Fund already
owns, particularly if it expects a decrease in the value of the currency in
which the foreign security is denominated; or to gain exposure to the foreign
currency in an attempt to realize gains.
Foreign currency transactions may involve, for example, the Fund's
purchase of foreign currencies for U.S. dollars or the maintenance of short
positions in foreign currencies, which would involve the Fund agreeing to
exchange an amount of a currency it did not currently own for another
currency at a future date in anticipation of a decline in the value of the
currency sold relative to the currency the Fund contracted to receive in the
exchange. The Fund's success in these transactions will depend principally on
The Dreyfus Corporation's ability to predict accurately the future exchange
rates between foreign currencies and the U.S. dollar.
BORROWING MONEY -- The Fund is permitted to borrow to the extent permitted
under the 1940 Act, which permits an investment company to borrow in an
amount up to 331/3% of the value of its total assets. The Fund currently
intends to borrow money only for temporary or emergency (not leveraging)
purposes, in an amount up to 15% of the value of its total assets (including
the amount borrowed) valued at the lesser of cost or market, less liabilities
(not including the amount borrowed) at the time the borrowing is made. While
borrowings exceed 5% of the Fund's total assets, the Fund will not make any
additional investments.
USE OF DERIVATIVES -- The Fund may invest in the types of Derivatives
enumerated under "Description of the Fund -- Investment Considerations and
Risks -- Use of Derivatives." These instruments and certain related risks are
described more specifically under "Investment Objectives and Management
Policies -- Management Policies -- Derivatives" in the Statement of
Additional Information.
Derivatives may entail investment exposures that are greater than
their cost would suggest, meaning that a small investment in Derivatives
could have a large potential impact on the Fund's performance.
If the Fund invests in Derivatives at inappropriate times or judges
market conditions incorrectly, such investments may lower the Fund's return
or result in a loss. The Fund also could experience losses if it were unable
to liquidate its position because of an illiquid secondary market. The market
for many Derivatives is, or suddenly can become, illiquid. Changes in
liquidity may result in significant, rapid and unpredictable changes in the
prices for Derivatives.
The Fund may invest up to 2% of its assets, represented by the
premium paid, in the purchase of call and put options. When required by the
Securities and Exchange Commission, the Fund will set aside permissible
liquid assets in a segregated account to cover its obligations relating to
its transactions in Derivatives. To maintain this required cover, the Fund
may have to sell portfolio securities at disadvantageous prices or times
since it may not be possible to liquidate a Derivative position at a
reasonable price.
LENDING PORTFOLIO SECURITIES -- The Fund may lend securities from its
portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. The Fund continues to be
entitled to payments in amounts equal to the interest, dividends or other
distributions payable on the loaned securities which affords the Fund an
opportunity to earn interest on the amount of the loan and income on the
loaned securities' collateral. Loans of portfolio securities may not exceed
10% of the value of the Fund's total assets, and the Fund will receive
collateral consisting of cash, U.S. Government securities or irrevocable
letters of credit which will be maintained at all times in an amount equal to
at least 100% of the current market value of the loaned securities. Such
loans are terminable by the Fund at any time upon specified notice. TheFund
might experience risk of loss if the institution with which it has engaged in
a portfolio loan transaction breaches its agreement with the Fund.
Page 17
CERTAIN PORTFOLIO SECURITIES
MONEY MARKET INSTRUMENTS -- The Fund may invest in the following types of
money market instruments.
U.S. GOVERNMENT SECURITIES. Securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities include U.S. Treasury
securities that differ in their interest rates, maturities and times of
issuance. Some obligations issued or guaranteed by U.S. Government agencies
and instrumentalities are supported by the full faith and credit of the U.S.
Treasury; others by the right of the issuer to borrow from the Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit
of the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government provides financial
support to such U.S. Government-sponsored agencies and instrumentalities, no
assurance can be given that it will always do so since it is not so obligated
by law.
REPURCHASE AGREEMENTS. In a repurchase agreement, the Fund buys, and
the seller agrees to repurchase, a security at a mutually agreed upon time
and price (usually within seven days). The repurchase agreement thereby
determines the yield during the purchaser's holding period, while the
seller's obligation to repurchase is secured by the value of the underlying
security. Repurchase agreements could involve risks in the event of a default
or insolvency of the other party to the agreement, including possible delays
or restrictions upon the Fund's ability to dispose of the underlying
securities. The Fund may enter into repurchase agreements with certain banks
or non-bank dealers.
BANK OBLIGATIONS. The Fund may purchase certificates of deposit, time
deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions. With respect to such securities
issued by foreign subsidiaries or foreign branches of domestic banks, and
domestic and foreign branches of foreign banks, the Fund may be subject to
additional investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of U.S. domestic
issuers. See "Description of the Fund -- Investment Considerations and Risks
- -- Foreign Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments reflect
the obligation both of the bank and the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER. Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs. The commercial
paper purchased by the Fund will consist only of direct obligations which, at
the time of their purchase, are (a) rated not lower than Prime-1 by Moody's,
A-1 by S&P, F-1 by Fitch or Duff-1 by Duff, (b) issued by companies having an
outstanding unsecured debt issue currently rated at least A3 by Moody's or A-
by S&P, Fitch or Duff, or (c) if unrated, determined by The Dreyfus Corporatio
n to be of comparable quality to those rated obligations which may be
purchased by the Fund.
ILLIQUID SECURITIES -- The Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, repurchase agreements providing for
settlement in more than seven days after notice, and certain privately
negotiated, non-exchange
Page 18
traded options and securities used to cover such
options. As to these securities, the Fund is subject to a risk that should
the Fund desire to sell them when a ready buyer is not available at a price
the Fund deems representative of their value, the value of the Fund's net
assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM,
SUCH OFFERING MAY NOT LAWFULLY BE MADE.
Page 19
DREYFUS
The Dreyfus Fund
Incorporated
Prospectus
(LION LOGO)
Registration Mark
Copy Rights 1996 Dreyfus Service Corporation
026P040196
THE DREYFUS FUND INCORPORATED
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
APRIL 1, 1996
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
of The Dreyfus Fund Incorporated (the "Fund"), dated April 1, 1996, as it
may be revised from time to time. To obtain a copy of the Fund's
Prospectus, please write to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or call the following numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
Outside the U.S. and Canada -- Call 516-794-5452
The Dreyfus Corporation (the "Manager") is the Fund's investment
adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objectives and Management Policies . . . . . . . . . . . . . B-2
Management of the Fund. . . . . . . . . . . . . . . . . . . . . . . . . B-7
Management Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . B-11
Purchase of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . B-12
Redemption of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . B-13
Shareholder Services . . . . . . . . . . . . . . . . . . . . . . . . . B-15
Determination of Net Asset Value. . . . . . . . . . . . . . . . . . . . B-18
Dividends, Distributions and Taxes. . . . . . . . . . . . . . . . . . . B-18
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . . B-20
Performance Information . . . . . . . . . . . . . . . . . . . . . . . . B-21
Information About the Fund. . . . . . . . . . . . . . . . . . . . . . . B-22
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors. . . . . . . . . . . . . . . . . . . B-22
Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . B-23
Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . . B-34
INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES
The following information supplements and should be read in
conjunction with the sections in the Fund's Prospectus entitled
"Description of the Fund" and "Appendix."
Investment Approach. Fund management is chiefly concerned with two
factors:
1. Individual Securities Values - These are determined through
fundamental studies of the relative worth and position of
individual companies.
2. Major Trends - These are evaluated through technical studies which
give a broad picture of overall market trends.
Portfolio Securities
Repurchase Agreements. The Fund's custodian or subcustodian will have
custody of, and will hold in a segregated account, securities acquired by
the Fund under a repurchase agreement. Repurchase agreements are
considered by the staff of the Securities and Exchange Commission to be
loans by the Fund. In an attempt to reduce the risk of incurring a loss on
a repurchase agreement, the Fund will enter into repurchase agreements only
with domestic banks with total assets in excess of $1 billion, or primary
government securities dealers reporting to the Federal Reserve Bank of New
York, with respect to securities of the type in which the Fund may invest,
and will require that additional securities be deposited with it if the
value of the securities purchased should decrease below resale price.
Commercial Paper and Other Short-Term Corporate Obligations. These
instruments include variable amount master demand notes, which are
obligations that permit the Fund to invest fluctuating amounts at varying
rates of interest pursuant to direct arrangements between the Fund, as
lender, and the borrower. These notes permit daily changes in the amounts
borrowed. Because these obligations are direct lending arrangements
between the lender and borrower, it is not contemplated that such
instruments generally will be traded, and there generally is no established
secondary market for these obligations, although they are redeemable at
face value, plus accrued interest, at any time. Accordingly, where these
obligations are not secured by letters of credit or other credit support
arrangements, the Fund's right to redeem is dependent on the ability of the
borrower to pay principal and interest on demand. Such obligations
frequently are not rated by credit rating agencies, and the Fund may invest
in them only if at the time of an investment the borrower meets the
criteria set forth in the Fund's Prospectus for other commercial paper
issuers.
Convertible Securities. Convertible securities may be converted at
either a stated price or stated rate into underlying shares of common
stock. Convertible securities have characteristics similar to both fixed-
income and equity securities. Convertible securities generally are
subordinated to other similar but non-convertible securities of the same
issuer, although convertible bonds, as corporate debt obligations, enjoy
seniority in right of payment to all equity securities, and convertible
preferred stock is senior to common stock, of the same issuer. Because of
the subordination feature, however, convertible securities typically have
lower ratings than similar non-convertible securities.
Although to a lesser extent than with fixed-income securities, the
market value of convertible securities tends to decline as interest rates
increase and, conversely, tends to increase as interest rates decline. 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. A unique feature of convertible securities
is that as the market price of the underlying common stock declines,
convertible securities tend to trade increasingly on a yield basis, and so
may not experience market value declines to the same extent as the
underlying common stock. When the market price of the underlying common
stock increases, the prices of the convertible securities tend to rise as a
reflection of the value of the underlying common stock. While no
securities investments are without risk, investments in convertible
securities generally entail less risk than investments in common stock of
the same issuer.
Convertible securities are investments that provide for a stable
stream of income with generally higher yields than common stocks. There
can be no assurance of current income because the issuers of the
convertible securities may default on their obligations. A convertible
security, in addition to providing fixed income, offers the potential for
capital appreciation through the conversion feature, which enables the
holder to benefit from increases in the market price of the underlying
common stock. There can be no assurance of capital appreciation, however,
because securities prices fluctuate. Convertible securities, however,
generally offer lower interest or dividend yields than non-convertible
securities of similar quality because of the potential for capital
appreciation.
Illiquid Securities. When purchasing securities that have not been
registered under the Securities Act of 1933, as amended, and are not
readily marketable, the Fund will endeavor, to the extent practicable, to
obtain the right to registration at the expense of the issuer. Generally,
there will be a lapse of time between the Fund's decision to sell any such
security and the registration of the security permitting sale. During any
such period, the price of the securities will be subject to market
fluctuations. However, where a substantial market of qualified
institutional buyers has developed for certain restricted securities
purchased by the Fund pursuant to Rule 144A under the Securities Act of
1933, as amended, the Fund intends to treat such securities as liquid
securities in accordance with procedures approved by the Fund's Board.
Because it is not possible to predict with assurance how the market for
restricted securities pursuant to Rule 144A will develop, the Fund's Board
has directed the Manager to monitor carefully the Fund's investments in
such securities with particular regard to trading activity, availability of
reliable price information and other relevant information. To the extent
that, for a period of time, qualified institutional buyers cease purchasing
restricted securities pursuant to Rule 144A, the Fund's investing in such
securities may have the effect of increasing the level of illiquidity in
the Fund's portfolio during such period.
Management Policies
Derivatives. The Fund may invest in Derivatives (as defined in the
Fund's Prospectus) for a variety of reasons, including to hedge certain
market risks, to provide a substitute for purchasing or selling particular
securities or to increase potential income gain. Derivatives may provide a
cheaper, quicker or more specifically focused way for the Fund to invest
than "traditional" securities would.
Derivatives can be volatile and involve various types and degrees of
risk, depending upon the characteristics of the particular Derivative and
the portfolio as a whole. Derivatives permit the Fund to increase or
decrease the level of risk, or change the character of the risk, to which
its portfolio is exposed in much the same way as the Fund can increase or
decrease the level of risk, or change the character of the risk, of its
portfolio by making investments in specific securities.
Derivatives may be purchased on established exchanges or through
privately negotiated transactions referred to as over-the-counter
Derivatives. Exchange-traded Derivatives generally are guaranteed by the
clearing agency which is the issuer or counterparty to such Derivatives.
This guarantee usually is supported by a daily payment system (i.e.,
variation margin requirements) operated by the clearing agency in order to
reduce overall credit risk. As a result, unless the clearing agency
defaults, there is relatively little counterparty credit risk associated
with Derivatives purchased on an exchange. By contrast, no clearing agency
guarantees over-the-counter Derivatives. Therefore, each party to an over-
the-counter Derivative bears the risk that the counterparty will default.
Accordingly, the Manager will consider the creditworthiness of
counterparties to over-the-counter Derivatives in the same manner as it
would review the credit quality of a security to be purchased by the Fund.
Over-the-counter Derivatives are less liquid than exchange-traded
Derivatives since the other party to the transaction may be the only
investor with sufficient understanding of the Derivative to be interested
in bidding for it.
Options--In General. The Fund may purchase call or put options with
respect to specific securities. A call option gives the purchaser of the
option the right to buy, and obligates the writer to sell, the underlying
security or securities at the exercise price at any time during the option
period, or at a specific date. Conversely, a put option gives the
purchaser of the option the right to sell, and obligates the writer to buy,
the underlying security or securities at the exercise price at any time
during the option period.
There is no assurance that sufficient trading interest to create a
liquid secondary market on a securities exchange will exist for any
particular option or at any particular time, and for some options no such
secondary market may exist. A liquid secondary market in an option may
cease to exist for a variety of reasons. In the past, for example, higher
than anticipated trading activity or order flow, or other unforeseen
events, at times have rendered certain of the clearing facilities
inadequate and resulted in the institution of special procedures, such as
trading rotations, restrictions on certain types of orders or trading halts
or suspensions in one or more options. There can be no assurance that
similar events, or events that may otherwise interfere with the timely
execution of customers' orders, will not recur. In such event, it might
not be possible to effect closing transactions in particular options.
Lending Portfolio Securities. In connection with its securities
lending transactions, the Fund may return to the borrower or a third party
which is unaffiliated with the Fund, and which is acting as a "placing
broker," a part of the interest earned from the investment of collateral
received for securities loaned.
The Securities and Exchange Commission currently requires that the
following conditions must be met whenever portfolio securities are loaned:
(1) the Fund must receive at least 100% cash collateral from the borrower;
(2) the borrower must increase such collateral whenever the market value of
the securities rises above the level of such collateral; (3) the Fund must
be able to terminate the loan at any time; (4) the Fund must receive
reasonable interest on the loan, as well as any dividends, interest or
other distributions payable on the loaned securities, and any increase in
market value; (5) the Fund may pay only reasonable custodian fees in
connection with the loan; and (6) while voting rights on the loaned
securities may pass to the borrower, the Fund's Board must terminate the
loan and regain the right to vote the securities if a material event
adversely affecting the investment occurs.
Investment Restrictions
The Fund has adopted investment restrictions numbered 1 through 15 as
fundamental policies, which cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the Fund's outstanding voting shares.
Investment restrictions numbered 16 and 17 are not fundamental policies and
may be changed by vote of a majority of the Fund's Board members at any
time. The Fund may not:
1. Borrow money, except to the extent permitted under the 1940 Act
(which currently limits borrowing to no more than 33-1/3% of the value of
the Fund's total assets).
2. Purchase any securities on margin.
3. Sell any securities short.
4. Lend any funds or other assets. This shall not prevent the
purchase of a portion of an issue of publicly distributed bonds, debentures
or other evidences of indebtedness of corporations, or the purchase of
bankers' acceptances and commercial paper of corporations listed on the New
York Stock Exchange or their subsidiaries. However, the Fund may lend
securities to broker-dealers or other institutional investors, but only
when the borrower pledges cash collateral to the Fund and agrees to
maintain such collateral so that it amounts at all times to at least 100%
of the value of the securities loaned. Such loans will not be made if, as
a result, the aggregate value of the securities loaned exceeds 10% of the
value of the Fund's total assets.
5. Participate in any underwriting or selling group in connection
with the public distribution of securities, except for its own capital
stock.
6. Invest more than 5% of the market value of its net assets in the
securities of any one issuer, except that up to 25% of the value of the
Fund's total assets may be invested, and securities issued or guaranteed by
the U.S. Government, or its agencies or instrumentalities may be purchased,
without regard to such limitation.
7. Hold more than 10% of the voting securities of any one issuer.
This restriction applies only with respect to 75% of the Fund's total
assets.
8. Purchase from or sell to any of its officers or directors, or
firms of which any of them are members, any securities (other than capital
stock of the Fund), but such persons or firms may act as brokers for the
Fund for customary commissions.
9. Retain securities of any issuer in which those officers or
directors of the Fund who beneficially own more than 1/2 of 1% of the
securities of the issuer together own more than 5% of the securities of the
issuer.
10. Purchase any securities issued by any investment company, except
in connection with a merger, consolidation, acquisition or reorganization,
if more than 10% of the market value of the Fund's total assets would be
invested in securities of other investment companies, more than 5% of the
market value of the Fund's total assets would be invested in the securities
of any one investment company or the Fund would own more than 3% of the
total voting stock of any one investment company. This limitation,
however, shall not prevent the Fund from investing in securities issued by
a real estate investment trust, provided that such trust is not permitted
to invest in real estate or interests in real estate other than mortgages
or other security interests.
11. Purchase the securities of any issuer the business of which has
been in continuous operation for less than three years if such purchase
would cause the Fund's investments in such issuers to exceed 5% of the
market value of the Fund's net assets.
12. Lease, acquire or hold real estate, except for office purposes.
This limitation, however, shall not prevent the Fund from investing in
securities issued by a real estate investment trust, provided that such
trust is not permitted to invest in real estate or interests in real estate
other than mortgages or other security interests.
13. Purchase and sell commodities or commodity contracts.
14. Invest in the securities of a company for the purpose of
management or the exercise of control, but the Fund votes the securities it
owns in its portfolio as a shareholder in accordance with its own views.
The Manager may make recommendations to portfolio companies on financial
and operating matters relevant to the conduct of their business if the
Manager believes it desirable to do so, in the best interests of the Fund
and for the protection of the value of the Fund's investments.
15. Invest in a particular industry if any such investment would
result in the Fund holding more than 25% of the value of its assets in any
single industry.
16. Pledge, mortgage, hypothecate or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
17. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid if,
in the aggregate, more than 10% of the value of the Fund's net assets would
be so invested.
If a percentage restriction is adhered to at the time of investment, a
later increase or decrease in percentage resulting from a change in values
or assets will not constitute a violation of that restriction.
In addition to the foregoing, while not a fundamental policy, the Fund
has undertaken not to invest in oil, gas or mineral programs.
The Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of Fund shares in certain states.
Should the Fund determine that a commitment is no longer in the best
interest of the Fund and its shareholders, the Fund reserves the right to
revoke the commitment by terminating the sale of Fund shares in the state
involved.
MANAGEMENT OF THE FUND
Board members and officers of the Fund, together with information as
to their principal business occupations during at least the last five
years, are shown below. Each Board member who is deemed to be an
"interested person" of the Fund (as defined in the 1940 Act) is indicated
by an asterisk.
Board Members of the Fund
LUCY WILSON BENSON, Board Member. President of Benson and Associates,
consultants to business and government. Mrs. Benson is a director of
Communications Satellite Corporation, General RE Corporation and
Logistics Management Institute. She is also a trustee of the Alfred
P. Sloan Foundation, Vice Chairman of the Board of Trustees of
Lafayette College, Vice Chairman of the Citizens Network for Foreign
Affairs and a member of the Council on Foreign Relations. From 1980
to 1994, Mrs. Benson was a director of The Grumman Corporation. Mrs.
Benson served as a consultant to the U.S. Department of State and to
SRI International from 1980 to 1981. From 1977 to 1980, she was Under
Secretary of State for Security Assistance, Science and Technology.
She is 68 years old and her address is 46 Sunset Avenue, Amherst,
Massachusetts 01002.
*DAVID W. BURKE, Board Member. Chairman of the Broadcasting Board of
Governors, an independent board within the United States Information
Agency, since August 1995. From August 1994 to February 1995, Mr.
Burke was a Consultant to the Manager, and from October 1990 to August
1994, he was Vice President and Chief Administrative Officer of the
Manager. From 1977 to 1990, Mr. Burke was involved in the management
of national television news, as Vice President and Executive Vice
President of ABC News, and subsequently as President of CBS News. He
is 59 years old and his address is Box 654, Eastham, Massachusetts
02642.
*JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman
of the Board of various funds in the Dreyfus Family of Funds. For
more than five years prior thereto, he was President, a director and,
until August 1994, Chief Operating Officer of the Manager and
Executive Vice President and a director of Dreyfus Service
Corporation, a wholly-owned subsidiary of the Manager and, until
August 24, 1994, the Fund's distributor. From August 1994 to December
31, 1994, he was a director of Mellon Bank Corporation. He is
Chairman of the Board of the Noel Group, Inc., a venture capital
company; a trustee of Bucknell University; and a director of the
Muscular Dystrophy Association, HealthPlan Services Corporation,
Belding Heminway, Inc., a manufacturer and marketer of industrial
threads, specialty yarns, home furnishings and fabrics, Curtis
Industries, a national distributor of security products, chemicals and
automotive and other hardware, and Staffing Resources, Inc. He is 52
years old and his address is 200 Park Avenue, New York, New York
10166.
MARTIN D. FIFE, Board Member. Chairman of the Board of Magar Inc., a
company specializing in financial products and developing early stage
companies, since November 1987. From 1960 to 1994, Mr. Fife was
President of Fife Associates, Inc. and other companies engaged in the
chemical and plastics industries. In addition, Mr. Fife is Chairman
of the Board and Chief Executive Officer of Skysat Communications
Network Corporation, a company developing telecommunications systems.
Mr. Fife also serves on the boards of various other companies. He is
69 years old and his address is The Chrysler Building, 405 Lexington
Avenue, New York, New York 10174.
WHITNEY I. GERARD, Board Member. Partner of the New York City law firm of
Chadbourne & Parke. He is 61 years old and his address is 30
Rockefeller Plaza, New York, New York 10112.
ROBERT R. GLAUBER, Board Member. Research Fellow, Center for Business and
Government at the John F. Kennedy School of Government, Harvard
University, since January 1992. Mr. Glauber was Under Secretary of
the Treasury for Finance at the U.S. Treasury Department from May 1989
to January 1992. For more than 5 years prior thereto, he was
a Professor of Finance at the Graduate School of Business
Administration of Harvard University and, from 1985 to 1989, Chairman
of its Advanced Management Program. He is also a director of MidOcean
Reinsurance Co. Ltd. and Cooke and Bieler, Inc., investment
counselors. He is 57 years old and his address is 79 John F. Kennedy
Street, Cambridge, Massachusetts 02138.
ARTHUR A. HARTMAN, Board Member. Senior consultant with APCO Associates
Inc. From 1981 to 1987, he was United States Ambassador to the former
Soviet Union. He is a director of the ITT Hartford Insurance Group,
Ford Meter Box Corporation and Lawter International, and a member of
the advisory councils of several other companies, research institutes
and foundations. Ambassador Hartman is Chairman of First NIS Regional
Fund (ING/Barings Management). He is a former President of the
Harvard Board of Overseers. He is 70 years old and his address is
2738 McKinley Street, N.W., Washington, D.C. 20015.
GEORGE L. PERRY, Board Member. An economist and Senior Fellow at the
Brookings Institution since 1969. He is co-director of the Brookings
Panel on Economic Activity and editor of its journal, The Brookings
Papers. He is also a director of the State Farm Mutual Automobile
Association, State Farm Life Insurance Company and Federal Realty
Investment Trust. He is 62 years old and his address is 1775
Massachusetts Avenue, N.W., Washington, D.C. 20036.
PAUL D. WOLFOWITZ, Board Member. Dean of The Paul H. Nitze School of
Advanced International Studies at Johns Hopkins University. From 1989
to 1993, he was Under Secretary of Defense for Policy. From 1986 to
1989, he was the U.S. Ambassador to the Republic of Indonesia. From
1982 to 1986, he was Assistant Secretary of State for East Asian and
Pacific Affairs of the Department of State. He is a director of
Hasbro, Inc. He is 50 years old and his address is 1740 Massachusetts
Avenue, N.W., Washington, D.C. 20036.
The Fund typically pays its Board members an annual retainer and a per
meeting fee and reimburses them for their expenses. The Chairman of the
Board receives an additional 25% of such compensation. Emeritus Board
members are entitled to receive an annual retainer and a per meeting fee of
one-half the amount paid to them as Board members. The aggregate amount of
compensation paid to each Board member by the Fund and by all other funds
in the Dreyfus Family of Funds for which such person is a Board member (the
number of which is set forth in parenthesis next to each Board member's
total compensation) for the fiscal year ended December 31, 1995, were as
follows:
<TABLE>
<CAPTION>
(3) (5)
(2) Pension or (4) Total Compensation
(1) Aggregate Retirement Benefits Estimated Annual from Fund and Fund
Name of Board Compensation from Accrued as Part of Benefits Upon Complex Paid to
Member Fund Fund's Expenses Retirement Board Members
<S> <C> <C> <C> <C>
Lucy Wilson Benson $9,000 none none $ 72,003 (13)
David W. Burke $9,000 none none $253,654 (51)
Joseph S. DiMartino $10,538 none none $448,618 (93)
Martin D. Fife $9,000 none none $ 59,253 (11)
Whitney I. Gerard $9,000 none none $ 59,503 (11)
Robert R. Glauber $9,000 none none $ 97,503 (22)
Arthur A. Hartman $9,000 none none $ 59,503 (11)
George L. Perry $9,000 none none $ 59,503 (11)
Paul D. Wolfowitz $8,500 none none $ 49,503 (10)
_________________________
* Amount does not include reimbursed expenses for attending Board meetings, which amounted to $956 for all
Board members as a group.
</TABLE>
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President and Chief Executive
Officer of the Distributor and an officer of other investment
companies advised or administered by the Manager. From December 1991
to July 1994, she was President and Chief Compliance Officer of Funds
Distributor, Inc., the ultimate parent of which is Boston
Institutional Group, Inc. Prior to December 1991, she served as Vice
President and Controller, and later as Senior Vice President, of The
Boston Company Advisors, Inc. She is 38 years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President and
General Counsel of the Distributor and an officer of other investment
companies advised or administered by the Manager. From February 1992
to July 1994, he served as Counsel for The Boston Company Advisors,
Inc. From August 1990 to February 1992, he was employed as an
Associate at Ropes & Gray. He is 31 years old.
ERIC B. FISCHMAN, Vice President and Assistant Secretary. Associate
General Counsel of the Distributor and an officer of other investment
companies advised or administered by the Manager. From September 1992
to August 1994, he was an attorney with the Board of Governors of the
Federal Reserve System. He is 31 years old.
ELIZABETH BACHMAN, Vice President and Assistant Secretary. Assistant Vice
President of the Distributor and an officer of other investment
companies advised or administered by the Manager. She is 26 years
old.
FREDERICK C. DEY, Vice President and Assistant Treasurer. Senior Vice
President of the Distributor and an officer of other investment
companies advised or administered by the manager. From 1988 to August
1994, he was manager of the High Performance Fabric Division of
Springs Industries Inc. He is 34 years old.
JOSEPH F. TOWER, III, Assistant Treasurer. Senior Vice President,
Treasurer and Chief Financial Officer of the Distributor and an
officer of other investment companies advised or administered by the
Manager. From July 1988 to August 1994, he was employed by The Boston
Company, Inc. where he held various management positions in the
Corporate Finance and Treasury areas. He is 33 years old.
JOHN J. PYBURN, Assistant Treasurer, Assistant Treasurer of the Distributor
and an officer of other investment companies advised or administered
by the Manager. From 1984 to July 1994, he was Assistant Vice
President in the Mutual Fund Accounting Department of the Manager. He
is 60 years old.
MARGARET PARDO, Assistant Secretary. Legal Assistant with the Distributor
and an officer of other investment companies advised or administered
by the Manager. From June 1992 to April 1995, she was a Medical
Coordination Officer at ORBIS International. Prior to June 1992, she
worked as Program Coordinator at Physicians World Communications
Group. She is 27 years old.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
Board members and officers of the Fund, as a group, owned less than 1%
of the Fund's shares outstanding on February 14, 1996.
MANAGEMENT AGREEMENT
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Management
of the Fund."
The Manager provides management services pursuant to the Management
Contract (the "Agreement") dated August 24, 1994 with the Fund, which is
subject to annual approval by (i) the Fund's Board or (ii) vote of a
majority (as defined in the 1940 Act) of the Fund's outstanding voting
securities, provided that in either event the continuance also is approved
by a majority of the Board members who are not "interested persons" (as
defined in the 1940 Act) of the Fund or the Manager, by vote cast in person
at a meeting called for the purpose of voting on such approval. The Fund's
Board, including a majority of the Board members who are not "interested
persons" (as defined in the 1940 Act) of any party to the Agreement, last
voted to renew the Agreement at a meeting held on May 11, 1995.
Shareholders last approved the Agreement on August 4, 1994. The Agreement
is terminable upon 60 days' notice by either party and will terminate
automatically in the event of its assignment (as defined in the 1940 Act).
The following persons are officers and/or directors of the Manager:
Howard Stein, Chairman of the Board and Chief Executive Officer; W. Keith
Smith, Vice Chairman of the Board; Christopher M. Condron, President, Chief
Operating Officer and a director; Stephen E. Canter, Vice Chairman, Chief
Investment Officer and a director; Lawrence S. Kash, Vice Chairman-
Distribution and a director; Philip L. Toia, Vice Chairman-Operations and
Administration and a director; William T. Sandalls, Jr., Senior Vice
President and Chief Financial Officer; Barbara E. Casey, Vice President-
Dreyfus Retirement Services; Diane M. Coffey, Vice President-Corporate
Communications; Elie M. Genadry, Vice President-Institutional Sales;
William F. Glavin, Jr., Vice President-Corporate Development; Mark N.
Jacobs, Vice President, General Counsel and Secretary; Mary Beth Leibig,
Vice President-Human Resources; Jeffrey N. Nachman, Vice President-Mutual
Fund Accounting; Andrew S. Wasser, Vice President-Information Systems;
Maurice Bendrihem, Controller; Elvira Oslapas, Assistant Secretary; and
Mandell L. Berman, Frank V. Cahouet, Alvin E. Friedman, Lawrence M. Greene
and Julian M. Smerling, directors.
The Manager manages the Fund's investments in accordance with the
stated policies of the Fund, subject to the approval of the Fund's Board.
The Manager is responsible for investment decisions and provides the Fund
with portfolio managers who are authorized by the Board to execute
purchases and sales of securities. The Fund's portfolio managers are
Howard Stein, Ernest G. Wiggins, Jr. and Wolodymyr Wronskyj. The Manager
also maintains a research department with a professional staff of portfolio
managers and securities analysts who provide research services for the Fund
as well as for other funds advised by the Manager. All purchases and sales
are reported for the Board's review at the meeting subsequent to such
transactions.
The Manager maintains office facilities on behalf of the Fund, and
furnishes, among other things, statistical and research data, clerical
help, accounting, data processing, bookkeeping, internal auditing services
and certain other required services to the Fund. The Manager also may make
such advertising and promotional expenditures, using its own resources, as
it from time to time deems appropriate.
All expenses incurred in the operation of the Fund are borne by the
Fund, except to the extent specifically assumed by the Manager. The
expenses borne by the Fund include: taxes, interest, brokerage fees and
commissions, if any, fees of directors who are not officers, directors,
employees or holders of 5% or more of the outstanding voting securities of
the Manager, Securities and Exchange Commission fees, advisory fees, state
Blue Sky qualification fees, charges of custodians, transfer and dividend
disbursing agents' fees, certain insurance premiums, industry association
fees, outside auditing and legal expenses, costs of maintaining corporate
existence, costs of independent pricing services, costs attributable to
investor services (including, without limitation, telephone and personnel
expenses), costs of shareholders' reports and corporate meetings, costs of
preparing and printing prospectuses and statements of additional
information for regulatory purposes and for distribution to existing
shareholders, and any extraordinary expenses.
As compensation for its services, the Fund has agreed to pay the
Manager an annual fee, payable monthly, as follows:
Annual Fee Average Daily Net Assets
.65 of 1% of the first $1.5 billion
.625 of 1% between $1.5 billion and $2.0 billion
.60 of 1% between $2.0 billion and $2.5 billion
.55 of 1% over $2.5 billion
The Agreement also provides that if the aggregate expenses of the
Fund, exclusive of taxes and brokerage commissions but including the
management fee, exceed 1% of the value of the Fund's average daily net
assets for any full fiscal year, the Manager will bear such expenses or
refund to the Fund the amount of such excess. No expense reimbursement was
required for the last three fiscal years.
The management fees paid by the Fund to the Manager for the fiscal
years ended December 31, 1993, 1994 and 1995 amounted to $18,514,648,
$16,866,777 and $16,964,640, respectively.
PURCHASE OF SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Shares."
The Distributor. The Distributor serves as the Fund's distributor on
a best efforts basis pursuant to an agreement which is renewable annually.
The Distributor also acts as distributor for the other funds in the Dreyfus
Family of Funds and for certain other investment companies. In some
states, banks and other financial institutions effecting transactions in
Fund shares may be required to register as dealers pursuant to state law.
Dreyfus TeleTransfer Privilege. Dreyfus TeleTransfer purchase orders
may be made at any time. Purchase orders received by 4:00 p.m., New York
time, on any business day that Dreyfus Transfer, Inc., the Fund's transfer
and dividend disbursing agent (the "Transfer Agent"), and the New York
Stock Exchange are open for business will be credited to the shareholder's
Fund account on the next bank business day following such purchase order.
Purchase orders made after 4:00 p.m., New York time, on any business day
the Transfer Agent and the New York Stock Exchange are open for business,
or orders made on Saturday, Sunday or any Fund holiday (e.g., when the New
York Stock Exchange is not open for business), will be credited to the
shareholder's Fund account on the second bank business day following such
purchase order. To qualify to use the Dreyfus TeleTransfer Privilege, the
initial payment for purchase of Fund shares must be drawn on, and
redemption proceeds paid to, the same bank and account as are designated on
the Account Application or Shareholder Services Form on file. If the
proceeds of a particular redemption are to be wired to an account at any
other bank, the request must be in writing and signature-guaranteed. See
"Redemption of Shares--Dreyfus TeleTransfer Privilege."
Reopening an Account. An investor may reopen an account with a
minimum investment of $100 without filing a new Account Application during
the calendar year the account is closed or during the following calendar
year, provided the information on the old Account Application is still
applicable.
REDEMPTION OF SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to
Redeem Shares."
Wire Redemption Privilege. By using this Privilege, the investor
authorizes the Transfer Agent to act on wire or telephone redemption
instructions from any person representing himself or herself to be the
investor and reasonably believed by the Transfer Agent to be genuine.
Ordinarily, the Fund will initiate payment for shares redeemed pursuant to
this Privilege on the next business day after receipt if the Transfer Agent
receives the redemption request in proper form. Redemption proceeds
($1,000 minimum) will be transferred by Federal Reserve wire only to the
commercial bank account specified by the investor on the Account
Application or Shareholder Services Form, or to a correspondent bank if the
investor's bank is not a member of the Federal Reserve System. Fees
ordinarily are imposed by such bank and usually are borne by the investor.
Immediate notification by the correspondent bank to the investor's bank is
necessary to avoid a delay in crediting the funds to the investor's bank
account.
Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal code
which may be used for domestic or overseas transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic equipment may
have the wire transmitted by contacting a TRT Cables operator at
1-800-654-7171, toll free. Investors should advise the operator that the
above transmittal code must be used and should inform the operator of the
Transfer Agent's answer back sign.
To change the commercial bank or account designated to receive wire
redemption proceeds, a written request must be sent to the Transfer Agent.
This request must be signed by each shareholder, with each signature
guaranteed as described below under "Stock Certificates; Signatures."
Dreyfus TeleTransfer Privilege. Investors should be aware that if
they have also selected the Dreyfus TeleTransfer Privilege, any request for
a wire redemption will be effected as a Dreyfus TeleTransfer transaction
through the Automated Clearing House ("ACH") system unless more prompt
transmittal specifically is requested. Redemption proceeds will be on
deposit in the investor's account at an ACH member bank ordinarily two
business days after receipt of the redemption request. See "Purchase of
Shares--Dreyfus TeleTransfer Privilege."
Stock Certificates; Signatures. Any stock certificates representing
Fund shares to be redeemed must be submitted with the redemption request.
Written redemption requests must be signed by each shareholder, including
each holder of a joint account, and each signature must be guaranteed.
Signatures on endorsed certificates submitted for redemption also must be
guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies
and savings associations, as well as from participants in the New York
Stock Exchange Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP") and the Stock Exchanges Medallion Program.
Guarantees must be signed by an authorized signatory of the guarantor and
"Signature-Guaranteed" must appear with the signature. The Transfer Agent
may request additional documentation from corporations, executors,
administrators, trustees or guardians, and may accept other suitable
verification arrangements from foreign investors such as consular
verification. For more information with respect to signature-guarantees,
please call one of the telephone numbers listed on the cover.
Redemption Commitment. The Fund has committed itself to pay in cash
all redemption requests by any shareholder of record, limited in amount
during any 90-day period to the lesser of $250,000 or 1% of the value of
the Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission and is a fundamental policy of the Fund which may not be changed
without shareholder approval. In the case of requests for redemption in
excess of such amount, the Fund's Board reserves the right to make payments
in whole or in part in securities (including non-marketable securities) or
other assets of the Fund in case of an emergency or any time a cash
distribution would impair the liquidity of the Fund to the detriment of the
existing shareholders. In this event, the securities would be valued in
the same manner as the Fund's portfolio is valued. If the recipient sold
such securities, brokerage charges would be incurred.
Suspension of Redemption. The right of redemption may be suspended or
the date of payment postponed (a) during any period when the New York Stock
Exchange is closed (other than customary weekend and holiday closings), (b)
when trading in the markets the Fund ordinarily utilizes is restricted, or
when an emergency exists as determined by the Securities and Exchange
Commission so that disposal of the Fund's investments or determination of
its net asset value is not reasonably practicable, or (c) for such other
periods as the Securities and Exchange Commission by order may permit to
protect the Fund's shareholders.
SHAREHOLDER SERVICES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Shareholder
Services."
Fund Exchanges. Shares of other funds purchased by exchange will be
purchased on the basis of relative net asset value per share as follows:
A. Exchanges for shares of funds that are offered without a sales
load will be made without a sales load.
B. Shares of funds purchased without a sales load may be exchanged
for shares of other funds sold with a sales load, and the
applicable sales load will be deducted.
C. Shares of funds purchased with a sales load may be exchanged
without a sales load for shares of other funds sold without a
sales load.
D. Shares of funds purchased with a sales load, shares of funds
acquired by a previous exchange from shares purchased with a sales
load and additional shares acquired through reinvestment of
dividends or distributions of any such funds (collectively
referred to herein as "Purchased Shares") may be exchanged for
shares of other funds sold with a sales load (referred to herein
as "Offered Shares"), provided that, if the sales load applicable
to the Offered Shares exceeds the maximum sales load that could
have been imposed in connection with the Purchased Shares (at the
time the Purchased Shares were acquired), without giving effect to
any reduced loads, the difference will be deducted.
To accomplish an exchange under item D above, shareholders must notify
the Transfer Agent of their prior ownership of fund shares and their
account number.
To request an exchange, a shareholder must give exchange instructions
to the Transfer Agent in writing or by telephone. The ability to issue
exchange instructions by telephone is given to all Fund shareholders
automatically, unless the investor checks the applicable "No" box on the
Account Application, indicating that the investor specifically refuses this
privilege. By using the Telephone Exchange Privilege, the investor
authorizes the Transfer Agent to act on telephonic instructions from any
person representing himself or herself to be the investor, and reasonably
believed by the Transfer Agent to be genuine. Telephone exchanges may be
subject to limitations as to the amount involved or the number of telephone
exchanges permitted. Shares issued in certificate form are not eligible
for telephone exchange.
To establish a personal retirement plan by exchange, shares of the
Fund being exchanged must have a value of at least the minimum initial
investment required for the fund into which the exchange is being made.
For Dreyfus-sponsored Keogh Plans, IRAs and IRAs set up under a Simplified
Employee Pension Plan ("SEP-IRAs") with only one participant, the minimum
initial investment is $750. To exchange shares held in corporate plans,
403(b)(7) Plans and SEP-IRAs with more than one participant, the minimum
initial investment is $100 if the plan has at least $2,500 invested among
the funds in the Dreyfus Family of Funds. To exchange shares held in
personal retirement plans, the shares exchanged must have a current value
of at least $100.
Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange Privilege
permits an investor to purchase, in exchange for shares of the Fund, shares
of another fund in the Dreyfus Family of Funds. This Privilege is
available only for existing accounts. Shares will be exchanged on the
basis of relative net asset value as described above under "Fund
Exchanges." Enrollment in or modification or cancellation of this Privilege
is effective three business days following notification by the investor.
An investor will be notified if his account falls below the amount
designated to be exchanged under this Privilege. In this case, an
investor's account will fall to zero unless additional investments are made
in excess of the designated amount prior to the next Auto-Exchange
transaction. Shares held under IRA and other retirement plans are eligible
for this Privilege. Exchanges of IRA shares may be made between IRA
accounts from regular accounts to IRA accounts, but not from IRA accounts
to regular accounts. With respect to all other retirement accounts,
exchanges may be made only among those accounts.
Fund Exchanges and the Dreyfus Auto-Exchange Privilege are available
to shareholders resident in any state in which shares of the fund being
acquired may legally be sold. Shares may be exchanged only between
accounts having identical names and other identifying designations.
Shareholder Services Forms and prospectuses of the other funds may be
obtained by calling 1-800-645-6561. The Fund reserves the right to reject
any exchange request in whole or in part. Fund Exchanges or the Dreyfus
Auto-Exchange Privilege may be modified or terminated at any time upon
notice to shareholders.
Automatic Withdrawal Plan. The Automatic Withdrawal Plan permits an
investor with a $5,000 minimum account to request withdrawal of a specified
dollar amount (minimum of $50) on either a monthly or quarterly basis.
Withdrawal payments are the proceeds from sales of Fund shares, not the
yield on the shares. If withdrawal payments exceed reinvested dividends
and distributions, the investor's shares will be reduced and eventually may
be depleted. Automatic Withdrawal may be terminated at any time by the
investor, the Fund or the Transfer Agent. Shares for which stock
certificates have been issued may not be redeemed through the Automatic
Withdrawal Plan.
Dreyfus Dividend Sweep. Dreyfus Dividend Sweep allows investors to
invest on the payment date their dividends or dividends and capital gain
distributions, if any, from the Fund in shares of another fund in the
Dreyfus Family of Funds of which the investor is a shareholder. Shares of
other funds purchased pursuant to this privilege will be purchased on the
basis of relative net asset value per share as follows:
A. Dividends and distributions paid by the Fund may be invested
without imposition of a sales load in shares of other funds that
are offered without a sales load.
B. Dividends and distributions paid by a fund which does not charge a
sales load may be invested in shares of other funds sold with the
sales load, and the applicable sales load will be deducted.
C. Dividends and distributions paid by a fund which charges a sales
load may be invested in shares of other funds sold with a sales
load (referred to herein as "Offered Shares"), provided that, if
the sales load applicable to the Offered Shares exceeds the
maximum sales load charged by the fund from which dividends or
distributions are being swept, without giving effect to any
reduced loads, the difference will be deducted.
D. Dividends and distributions paid by a Fund may be invested in
shares of other funds that impose a contingent deferred sales
charge ("CDSC") and the applicable CDSC, if any, will be imposed
upon redemption of such shares.
Corporate Pension/Profit-Sharing and Personal Retirement Plans. The
Fund makes available to corporations a variety of prototype pension and
profit-sharing plans, including a 401(k) Salary Reduction Plan. In
addition, the Fund makes available Keogh Plans, IRAs, SEP-IRAs and IRA
"Rollover Accounts," and 403(b)(7) Plans. Plan support services are also
available.
Investors who wish to purchase Fund shares in conjunction with a Keogh
Plan, a 403(b)(7) Plan or an IRA, including a SEP-IRA, may request from the
Distributor forms for adopting such plans.
The entity acting as custodian for Keogh Plans, 403(b)(7) Plans or
IRAs may charge a fee, payment of which could require the liquidation of
shares. All fees charged are described in the appropriate forms.
Shares may be purchased in connection with these plans only by direct
remittance to the entity acting as custodian. Purchases for these plans
may not be made in advance of receipt of funds.
The minimum initial investment for corporate plans, salary reduction
plans, 403(b)(7) Plans and SEP-IRAs with more than one participant, is
$2,500 with no minimum on subsequent purchases. The minimum initial
investment for Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and 403(b)(7)
Plans with only one participant, is ordinarily $750 with no minimum on
subsequent purchases. Individuals who open an IRA may also open a
non-working spousal IRA with a minimum investment of $250.
The investor should read the prototype retirement plan and the form of
custodial agreement for further details as to eligibility, service fees and
tax implications, and should consult a tax adviser.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Shares."
Valuation of Portfolio Securities. Portfolio securities are valued at
the last sale price on the securities exchange or national securities
market on which such securities are primarily traded. Securities not
listed on an exchange or national securities market, or securities in which
there were no transactions, are valued at the average of the most recently
reported bid and asked prices. Bid price is used when no asked price is
available. Options are valued at the last sale price on an exchange.
Options for which there were no transactions are valued at the average of
the most recently reported bid and asked prices. Market quotations of
foreign securities in foreign currencies are translated to U.S. dollars at
the prevailing rates of exchange. Any securities or other assets for which
market quotations are not readily available are valued at fair value as
determined in good faith by the Fund's Board. Expenses and fees, including
the management fee, reduced by the expense limitation, if any, are accrued
daily and taken into account for the purpose of determining the net asset
value of Fund shares.
New York Stock Exchange Closings. The holidays (as observed) on which
the New York Stock Exchange is closed currently are: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Dividends,
Distributions and Taxes."
Management believes that the Fund qualified for the fiscal year ended
December 31, 1995 as a "regulated investment company" under the Internal
Revenue Code of 1986, as amended (the "Code"). The Fund intends to
continue to so qualify if such qualification is in the best interests of
its shareholders. Such qualification relieves the Fund of any liability
for Federal income taxes to the extent its net investment income and net
realized capital gains are distributed in accordance with the applicable
provisions of the Code. The term "regulated investment company" does not
imply the supervision of management or investment practices or policies by
any government agency.
Any dividend or distribution paid shortly after an investor's purchase
may have the effect of reducing the net asset value of the shares below the
cost of the investment. Such a dividend or distribution would be a return
of investment in an economic sense, although taxable as stated in the
Prospectus. In addition, the Code provides that if a shareholder holds
shares of a Fund for six months or less and has received a capital gain
distribution with respect to such shares, any loss incurred on the sale of
such shares will be treated as long-term capital loss to the extent of the
capital gain distribution received.
Depending upon the composition of the Fund's income, the entire amount
or a portion of the dividends from net investment income may qualify for
the dividends received deduction allowable to qualifying U.S. corporate
shareholders ("dividends received deduction"). In general, dividend income
of the Fund distributed to qualifying corporate shareholders will be
eligible for the dividends received deduction only to the extent that the
Fund's income consists of dividends paid by U.S. corporations. However,
Section 246(c) of the Code provides that if a qualifying corporate
shareholder has disposed of Fund shares not held for 46 days or more and
has received a dividend from net investment income with respect to such
shares, the portion designated by the Fund as qualifying for the dividends
received deduction will not be eligible for such shareholder's dividends
received deduction. In addition, the Code provides other limitations with
respect to the ability of a qualifying corporate shareholder to claim the
dividends received deduction in connection with holding Fund shares.
Ordinarily, gains or losses realized from portfolio transactions will
be treated as capital gains or losses. However, a portion of the gain or
loss realized from the disposition of certain non-U.S. dollar denominated
securities (including debt instruments, certain forward and option
transactions and certain preferred stock) may be treated as ordinary income
or loss under Section 988 of the Code. In addition, all or a portion of
the gain realized from the disposition of certain market discount bonds
will be treated as ordinary income under Section 1276 of the Code.
Finally, all or a portion of the gains realized from engaging in
"conversion transactions" may be treated as ordinary income under Section
1258 of the Code. "Conversion transactions" are defined to include certain
forward, futures, option and straddle transactions, transactions marketed
or sold to produce capital gains, or transactions described in Treasury
regulations to be issued in the future.
Under Section 1256 of the Code, any gain or loss realized by the Fund
from certain foreign currency forward contracts and options transactions,
other than those subject to Section 988 of the Code, will be treated as 60%
long-term capital gain or loss and 40% short-term capital gain or loss.
Gain or loss will arise upon exercise or lapse of such contracts and
options as well as from closing transactions. In addition, any such
contracts or options remaining unexercised at the end of the Fund's taxable
year will be treated as sold for their then fair market value, resulting in
additional gain or loss to the Fund characterized in the manner described
above.
Offsetting positions held by the Fund involving foreign currency
forward contracts or options may be considered, for tax purposes, to
constitute "straddles." "Straddles" are defined to include "offsetting
positions" in actively traded personal property. The tax treatment of
"straddles" is governed by Sections 1092 and 1258 of the Code, which, in
certain circumstances, overrides or modifies the provisions of Sections
1256 and 988 of the Code. As such, all or a portion of any short or long-
term capital gain from certain "Straddle" and/or conversion transactions
may be recharacterized as ordinary income.
If the Fund were treated as entering into "straddles" by reason of its
engaging in forward contracts or options transactions, such "straddles"
would be characterized as "mixed straddles" if the forward contracts or
options transactions comprising a part of such "straddles" were governed by
Section 1256 of the Code. The Fund may make one or more elections with
respect to "mixed straddles." If no election is made, to the extent the
"straddle" rules apply to positions established by the Fund, losses
realized by the Fund will be deferred to the extent of unrealized gain in
any related offsetting position. Moreover, as a result of the "straddle"
and conversion transaction rules, short-term capital loss on "straddle"
positions may be recharacterized as long-term capital loss, and long-term
capital gain may be treated as short-term capital gain or ordinary income.
PORTFOLIO TRANSACTIONS
The Manager supervises the placement of orders on behalf of the Fund
for the purchase or sale of portfolio securities. Allocation of brokerage
transactions, including their frequency, is made according to the best
judgment of the Manager and the Fund's portfolio managers and in a manner
deemed fair and reasonable to the shareholders. The primary consideration
is prompt and effective execution of orders at the most favorable net
price. Subject to this consideration, the brokers selected include those
that supplement the Manager's research facilities with statistical data,
investment information, economic facts and opinions. Information so
received is in addition to and not in lieu of services required to be
performed by the Manager and the Manager's fee is not reduced as a
consequence of the receipt of such supplemental information. Such
information may be useful to the Manager in serving both the Fund and other
funds which it advises and, conversely, supplemental information obtained
by the placement of business of other clients may be useful to the Manager
in carrying out its obligation to the Fund. Brokers also will be selected
for their ability to handle special executions, such as are involved in
large block trades or broad distributions, provided the primary con-
sideration is met. Large block trades may, in certain cases, result from
two or more funds in the Dreyfus Family of Funds being engaged
simultaneously in the purchase or sale of the same security. The overall
reasonableness of brokerage commissions paid is evaluated by the Manager
based upon its knowledge of available information as to the general level
of commissions paid by other institutional investors for comparable
services. When transactions are executed in the over-the-counter market,
the Fund will deal with the primary market makers unless a more favorable
price is otherwise obtainable.
In connection with its portfolio securities transactions for 1993,
1994 and 1995, the Fund paid brokerage commissions of $2,968,900,
$2,564,232 and $17,593,586, respectively, none of which was paid to the
Distributor. The above figures for brokerage commissions paid do not
include gross spreads and concessions on principal transactions, which,
where determinable, amounted to $348,000, $189,000 and $114,250 in 1993,
1994 and 1995, respectively, none of which was paid to the Distributor.
The Fund's investment policy, which stresses flexibility, may result
in more trading of securities than would be the case for a fund with more
restricted investment policies, although the Fund's portfolio turnover rate
generally should not exceed 100%. Portfolio turnover rates for 1994 and
1995 were 27.70% and 269.26%, respectively.
Certain of the Fund's portfolio securities had significant gains, and
achieved the Fund's portfolio manager's investment goals, during 1995. The
Fund's portfolio manager determined that it was appropriate in certain
cases to realize such gains. Additionally, the portfolio manager restructured
the portfolio in order to increase the Fund's investments in the energy and
technology sectors. These factors resulted in a portfolio turnover rate of
269.26% for the fiscal year ended December 31, 1995.
PERFORMANCE INFORMATION
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Performance
Information."
The Fund's average annual total return for the 1, 5 and 10 year
periods ended December 31, 1995 was 23.77%, 11.21% and 10.82%,
respectively. Average annual total return is calculated by determining the
ending redeemable value of an investment purchased with a hypothetical
$1,000 payment made at the beginning of the period (assuming the
reinvestment of dividends and distributions), dividing by the amount of the
initial investment, taking the "n"th root of the quotient (where "n" is the
number of years in the period) and subtracting 1 from the result.
The Fund's total return for the period May 24, 1951 to December 31,
1995 was 44.608%. Total return is calculated by subtracting the amount of
the Fund's net asset value per share at the beginning of a stated period
from the net asset value per share at the end of the period (after giving
effect to the reinvestment of dividends and distributions during the
period), and dividing the result by the net asset value per share at the
beginning of the period.
From time to time, advertising materials for the Fund may provide
historical information about the Fund or the Manager such as: the
aggregate size of the Fund's assets for the number of shareholder accounts
in the Fund at various points in time; causes for the Fund's growth in
assets during various time periods; portfolio philosophy and practices
utilized in managing the Fund's assets; past promotional efforts on behalf
of the Fund such as the use of the "Dreyfus Lion" as a logo or the "Dreyfus
Lion/Subway" television commercial; biographical information about Jack J.
Dreyfus, Jr., the Fund's first President; the public offering of shares of
the Manager in 1965; the public awareness of the concept of growth funds at
the time of the Fund's inception; or the role played by Jack J. Dreyfus,
Jr. and/or the Fund in popularizing the concept of mutual funds as an
investment vehicle or the growth of assets in the mutual fund industry
since the Fund's inception.
From time to time, advertising materials for the Fund may refer to or
discuss current or past business, political, economic or financial
conditions, such as any U.S. monetary or fiscal policies. In addition,
from time to time, advertising materials for the Fund may include
information concerning retirement and investing for retirement.
From time to time, advertising material for the Fund may include
biographical information relating to its portfolio managers and may refer
to, or include commentary by a portfolio manager relating to investment
strategy, asset growth, current or past business, political, economic or
financial conditions and other matter of general interest to investors.
From time to time, Fund advertisements may include statistical data or
general discussions about the growth and development of Dreyfus Retirement
Services (in terms of new customers, assets under management, market share,
etc.) and its presence in the defined contribution plan market.
INFORMATION ABOUT THE FUND
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "General
Information."
Each Fund share has one vote, and when issued and paid for in
accordance with the terms of the offering, is fully paid and nonassessable.
Fund shares are of one class and have equal rights as to dividends and in
liquidation. Shares have no preemptive, subscription or conversion rights
and are freely transferable.
The Fund sends annual and semi-annual financial statements to all its
shareholders.
TRANSFER AND DIVIDEND DISBURSING AGENT, CUSTODIAN, COUNSEL
AND INDEPENDENT AUDITORS
Dreyfus Transfer, Inc., a wholly owned subsidiary of the Manager, P.O.
Box 9671, Providence, Rhode Island 02940-9671, is the Fund's transfer and
dividend disbursing agent. Under a transfer agency agreement with the
Fund, the Transfer Agent arranges for the maintenance of shareholder
account records for the Fund, the handling of certain communications
between shareholders and the Fund and the payment of dividends and
distributions payable by the Fund. For these services, the Transfer Agent
receives a monthly fee computed on the basis of the number of shareholder
accounts it maintains for the Fund during the month, and is reimbursed for
certain out-of-pocket expenses. The Bank of New York, 90 Washington
Street, New York, New York 10286, is the Fund's custodian. Neither the
Transfer Agent nor The Bank of New York has any part in determining the
investment policies of the Fund or which securities are to be purchased or
sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New York 10004-
2696, as counsel for the Fund, has rendered its opinion as to certain legal
matters regarding the due authorization and valid issuance of the shares
being sold pursuant to the Fund's Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of the Fund.
THE DREYFUS FUND INCORPORATED
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement
Condensed Financial Information for each of the ten years in
the period ended December 31, 1995.
Included in Part B of the Registration Statement:
Statement of Investments--December 31, 1995.
Statement of Assets and Liabilities--December 31, 1995.
Statement of Operations--year ended December 31, 1995.
Statement of Changes in Net Assets--for each of the two
years ended December 31, 1995.
Notes to Financial Statements.
Report of Ernst & Young LLP, Independent Auditors, dated
February 12, 1996.
All Schedules and other financial statement information, for which provision
is made in the applicable accounting regulations of the Securities and
Exchange Commission, are either omitted because they are not required under
the related instructions, they are inapplicable, or the required information
is presented in the financial statements or notes thereto which are included
in Part B of the Registration Statement.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1) Registrant's Articles of Restatement.
(2) Registrant's By-Laws, as amended, are incorporated by reference to
Exhibit (2) of Post-Effective Amendment No. 138 to the
Registration Statement on Form N-1A, filed on February 27, 1995.
(4) Specimen certificate for the Registrant's securities is
incorporated by reference to Exhibit (4) of Post-Effective
Amendment No. 65 to the Registration Statement on Form N-1A, filed
on July 1, 1977.
(5) Management Agreement is incorporated by reference to Exhibit (5)
of Post-Effective Amendment No. 138 to the Registration Statement
on Form N-1A, filed on February 27, 1995.
(6) Distribution Agreement is incorporated by reference to Exhibit (6)
of Post-Effective Amendment No. 138 to the Registration Statement
on Form N-1A, filed on February 27, 1995.
(8)(a) Amended and Restated Custody Agreement is incorporated by
reference to Exhibit (8)(a) of Post-Effective Amendment No. 138 to
the Registration Statement on Form N-1A, filed on February 27,
1995.
(8)(b) Sub-Custodian Agreements are incorporated by reference to Exhibit
(8)(b) of Post-Effective Amendment No. 138 to the Registration
Statement on Form N-1A, filed on February 27, 1995.
(10) Opinion and consent of Registrant's counsel.
(11) Consent of Independent Auditors.
(14) Documents making up model plans in the establishment of retirement
plans in conjunction with which Registrant offers its securities
are incorporated by reference to Exhibit (14) of Post-Effective
Amendment No. 138 to the Registration Statement on Form N-1A,
filed on February 27, 1995.
(16) Schedules of Computation of Performance Data are incorporated by
reference to Exhibit (16) of Post-Effective Amendment No. 137 to
the Registration Statement on Form N-1A, filed on April 20, 1994.
(17) Financial Data Schedule.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
Other Exhibits
______________
(a) Powers of Attorney of the Directors and officers are
incorporated by reference to Other Exhibits (a) of Post-
Effective Amendment No. 138 to the Registration
Statement on Form N-1A, filed on February 27, 1995.
(b) Certificate of Secretary is incorporated by reference to
Other Exhibits (b) of Post-Effective Amendment No. 138
to the Registration Statement on Form N-1A, filed on
February 27, 1995.
Item 25. Persons Controlled by or under Common Control with Registrant.
_______ ______________________________________________________________
Not Applicable
Item 26. Number of Holders of Securities.
_______ ________________________________
(1) (2)
Number of Record
Title of Class Holders as of February 14, 1996
______________ _____________________________
Capital Stock
(Par value $1.00) 113,182
Item 27. Indemnification
_______ _______________
Reference is made to Article SEVENTH of the Registrant's
Articles of Incorporation filed herein as Exhibit 1. The
application of these provisions is limited by Article VIII of
the Registrant's By-Laws previously filed as Exhibit 2 to Post-
Effective Amendment No. 138 to the Registration Statement on
Form N-1A on February 27, 1995 and by the following undertaking
set forth in the rules promulgated by the Securities and
Exchange Commission: Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is,
therefore, unenforceable.
Item 27. Indemnification (continued)
_______ _______________
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer of controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the
final adjudication of such issue.
Reference is also made to the Distribution Agreement attached as
Exhibit (6) of Post-Effective Amendment No. 138 to the
Registration Statement on Form N-1A, filed on February 27, 1995.
Item 28. Business and Other Connections of Investment Adviser.
_______ ____________________________________________________
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business
consists primarily of providing investment management services
as the investment adviser, manager and distributor for sponsored
investment companies registered under the Investment Company Act
of 1940 and as an investment adviser to institutional and
individual accounts. Dreyfus also serves as sub-investment
adviser to and/or administrator of other investment companies.
Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, serves primarily as a registered broker-dealer of
shares of investment companies sponsored by Dreyfus and of other
investment companies for which Dreyfus acts as investment
adviser, sub-investment adviser or administrator. Dreyfus
Management, Inc., another wholly-owned subsidiary, provides
investment management services to various pension plans,
institutions and individuals.
Item 28. Business and Other Connections of Investment Adviser (continued)
________ ________________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees:
Skillman Foundation;
Member of The Board of Vintners Intl.
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation****;
Mellon Bank, N.A.****
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and Member of the Executive
Committee of Avnet, Inc.**
LAWRENCE M. GREENE Director:
Director Dreyfus America Fund
JULIAN M. SMERLING None
Director
HOWARD STEIN Chairman of the Board:
Chairman of the Board and Dreyfus Acquisition Corporation*;
Chief Executive Officer The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
Director:
Avnet, Inc.**;
Dreyfus America Fund++++;
The Dreyfus Fund International
Limited+++++;
World Balanced Fund+++;
Dreyfus Partnership Management,
Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Organization, Inc.***;
Seven Six Seven Agency, Inc.*;
Trustee:
Corporate Property Investors
New York, New York
W. KEITH SMITH Chairman and Chief Executive Officer:
Vice Chairman of the Board The Boston Company*****;
Vice Chairman of the Board:
Mellon Bank Corporation****;
Mellon Bank, N.A.****;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
CHRISTOPHER M. CONDRON Vice Chairman:
President, Chief Mellon Bank Corporation****;
Operating Officer The Boston Company*****;
and a Director Deputy Director:
Mellon Trust****;
Chief Executive Officer:
The Boston Company Asset Management,
Inc.*****;
President:
Boston Safe Deposit and Trust
Company*****
STEPHEN E. CANTER Director:
Vice Chairman and The Dreyfus Trust Company++;
Chief Investment Officer, Formerly, Chairman and Chief Executive
Officer:
and a Director Kleinwort Benson Investment Management
Americas Inc.*
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-Distribution Executive Officer:
and a Director The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
Executive Vice President and Director:
Dreyfus Service Organization, Inc.***;
Director:
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company++;
Dreyfus Service Corporation*;
President:
The Boston Company*****;
Laurel Capital Advisors****;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.****;
Boston Safe Deposit and Trust
Company*****;
PHILIP L. TOIA Chairman of the Board and Trust Investment
Vice Chairman-Operations Officer:
and Administration The Dreyfus Trust Company++;
and a Director Chairman of the Board and Chief Operating
Officer:
Major Trading Corporation*;
Chairman and Director:
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903
Director:
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
President and Director:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit Corporation*;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Partnership Management, Inc.+;
Dreyfus Service Organization, Inc.***;
The Truepenny Corporation*;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Dreyfus Partnership Management, Inc.*;
Chief Financial Officer Seven Six Seven Agency, Inc.*;
President and Director:
Lion Management, Inc.*;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Vice President, Chief Financial Officer and
Director:
Dreyfus Acquisition Corporation*;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*;
The Truepenny Corporation*;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
Treasurer and Director:
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Service Corporation*;
Major Trading Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.
BARBARA E. CASEY President:
Vice President- Dreyfus Retirement Services Division;
Dreyfus Retirement Executive Vice President:
Services Boston Safe Deposit & Trust Co.*****
Dreyfus Service Corporation*
DIANE M. COFFEY None
Vice President-
Corporate Communications
ELIE M. GENADRY President:
Vice President- Institutional Services Division of
Dreyfus
Institutional Sales Service Corporation*;
Broker-Dealer Division of Dreyfus Service
Corporation*;
Group Retirement Plans Division of
Dreyfus Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.***;
Vice President:
The Dreyfus Trust Company++
MARY BETH LEIBIG None
Vice President-
Human Resources
JEFFREY N. NACHMAN President and Director:
Vice President-Mutual Fund Dreyfus Transfer, Inc.
Accounting One American Express Plaza
Providence, Rhode Island 02903
WILLIAM F. GLAVIN, JR. Executive Vice President:
Vice President-Corporate Dreyfus Service Corporation*;
Development Senior Vice President:
The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
MARK N. JACOBS Vice President, Secretary and Director:
Vice President- Lion Management, Inc.*;
General Counsel Secretary:
and Secretary The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.***;
Major Trading Corporation*;
The Truepenny Corporation*
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation****
Services
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Partnership Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Organization, Inc.***;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
Dreyfus Service Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Consumer Credit Corporation*;
Formerly, Vice President-Financial Planning,
Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
ELVIRA OSLAPAS Assistant Secretary:
Assistant Secretary Dreyfus Service Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Acquisition Corporation, Inc.*;
The Truepenny Corporation+
______________________________________
* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
*** The address of the business so indicated is 131 Second Street,
Lewes, Delaware 19958.
**** The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
***** The address of the business so indicated is One Boston Place,
Boston, Massachusetts 02108.
+ The address of the business so indicated is Atrium Building, 80
Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One Rockefeller Plaza,
New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard Royal,
Luxembourg.
+++++ The address of the business so indicated is Nassau, Bahama Islands.
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Capital Value Fund, Inc.
14) Dreyfus Cash Management
15) Dreyfus Cash Management Plus, Inc.
16) Dreyfus Connecticut Intermediate Municipal Bond Fund
17) Dreyfus Connecticut Municipal Money Market Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) The Dreyfus Fund Incorporated
22) Dreyfus Global Bond Fund, Inc.
23) Dreyfus Global Growth Fund
24) Dreyfus GNMA Fund, Inc.
25) Dreyfus Government Cash Management
26) Dreyfus Growth and Income Fund, Inc.
27) Dreyfus Growth and Value Funds, Inc.
28) Dreyfus Growth Opportunity Fund, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Short Term Treasury Fund
31) Dreyfus Insured Municipal Bond Fund, Inc.
32) Dreyfus Intermediate Municipal Bond Fund, Inc.
33) Dreyfus International Equity Fund, Inc.
34) The Dreyfus/Laurel Funds, Inc.
35) The Dreyfus/Laurel Funds Trust
36) The Dreyfus/Laurel Tax-Free Municipal Funds
37) The Dreyfus/Laurel Investment Series
38) Dreyfus Life and Annuity Index Fund, Inc.
39) Dreyfus LifeTime Portfolios, Inc.
40) Dreyfus Liquid Assets, Inc.
41) Dreyfus Massachusetts Intermediate Municipal Bond Fund
42) Dreyfus Massachusetts Municipal Money Market Fund
43) Dreyfus Massachusetts Tax Exempt Bond Fund
44) Dreyfus Michigan Municipal Money Market Fund, Inc.
45) Dreyfus Money Market Instruments, Inc.
46) Dreyfus Municipal Bond Fund, Inc.
47) Dreyfus Municipal Cash Management Plus
48) Dreyfus Municipal Money Market Fund, Inc.
49) Dreyfus New Jersey Intermediate Municipal Bond Fund
50) Dreyfus New Jersey Municipal Bond Fund, Inc.
51) Dreyfus New Jersey Municipal Money Market Fund, Inc.
52) Dreyfus New Leaders Fund, Inc.
53) Dreyfus New York Insured Tax Exempt Bond Fund
54) Dreyfus New York Municipal Cash Management
55) Dreyfus New York Tax Exempt Bond Fund, Inc.
56) Dreyfus New York Tax Exempt Intermediate Bond Fund
57) Dreyfus New York Tax Exempt Money Market Fund
58) Dreyfus Ohio Municipal Money Market Fund, Inc.
59) Dreyfus 100% U.S. Treasury Intermediate Term Fund
60) Dreyfus 100% U.S. Treasury Long Term Fund
61) Dreyfus 100% U.S. Treasury Money Market Fund
62) Dreyfus 100% U.S. Treasury Short Term Fund
63) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
64) Dreyfus Pennsylvania Municipal Money Market Fund
65) Dreyfus Short-Intermediate Government Fund
66) Dreyfus Short-Intermediate Municipal Bond Fund
67) Dreyfus Investment Grade Bond Funds, Inc.
68) The Dreyfus Socially Responsible Growth Fund, Inc.
69) Dreyfus Strategic Income
70) Dreyfus Strategic Investing
71) Dreyfus Tax Exempt Cash Management
72) The Dreyfus Third Century Fund, Inc.
73) Dreyfus Treasury Cash Management
74) Dreyfus Treasury Prime Cash Management
75) Dreyfus Variable Investment Fund
76) Dreyfus-Wilshire Target Funds, Inc.
77) Dreyfus Worldwide Dollar Money Market Fund, Inc.
78) General California Municipal Bond Fund, Inc.
79) General California Municipal Money Market Fund
80) General Government Securities Money Market Fund, Inc.
81) General Money Market Fund, Inc.
82) General Municipal Bond Fund, Inc.
83) General Municipal Money Market Fund, Inc.
84) General New York Municipal Bond Fund, Inc.
85) General New York Municipal Money Market Fund
86) Pacifica Funds Trust -
Pacifica Prime Money Market Fund
Pacifica Treasury Money Market Fund
87) Peoples Index Fund, Inc.
88) Peoples S&P MidCap Index Fund, Inc.
89) Premier Insured Municipal Bond Fund
90) Premier California Municipal Bond Fund
91) Premier Equity Funds, Inc.
92) Premier Global Investing, Inc.
93) Premier GNMA Fund
94) Premier Growth Fund, Inc.
95) Premier Municipal Bond Fund
96) Premier New York Municipal Bond Fund
97) Premier State Municipal Bond Fund
98) Premier Strategic Growth Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Compliance Treasurer
Officer
Joseph F. Tower, III+ Senior Vice President, Treasurer Assistant
and Chief Financial Officer Treasurer
John E. Pelletier+ Senior Vice President, General Vice President
Counsel, Secretary and Clerk and Secretary
Frederick C. Dey++ Senior Vice President Vice President
and Assistant
Treasurer
Eric B. Fischman++ Vice President and Associate Vice President
General Counsel and Assistant
Secretary
Paul Prescott+ Vice President None
Elizabeth Bachman++ Assistant Vice President Vice President
and Assistant
Secretary
Mary Nelson+ Assistant Treasurer None
John J. Pyburn++ Assistant Treasurer Assistant
Treasurer
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
________________________________
+ Principal business address is One Exchange Place, Boston, Massachusetts
02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
Item 30. Location of Accounts and Records
________________________________
1. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
90 Washington Street
New York, New York 10286
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a director or directors when
requested in writing to do so by the holders of at least 10% of
the Registrant's outstanding shares of common stock and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communications.
(2) To furnish each person to whom a prospectus is delivered with a
copy of the Fund's latest Annual Report to Shareholders, upon
request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
York, and State of New York on the 30th day of March, 1996.
THE DREYFUS FUND INCORPORATED
BY: /s/Marie E. Connolly*
__________________________________________
Marie E. Connolly, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
__________________________ _______________________________ _________
/s/Marie E. Connolly* President and Treasurer 4/1/96
______________________________ (Principal Executive and Financial
Marie E. Connolly Officer)
/s/Joseph F. Tower, III* Assistant Treasurer (Principal 4/1/96
_____________________________ Accounting Officer)
Joseph F. Tower, III
/s/Joseph S. DiMartino* Chairman of the Board 4/1/96
______________________________
Joseph S. DiMartino
/s/Lucy Wilson Benson* Director 4/1/96
_____________________________
Lucy Wilson Benson
/s/David W. Burke* Director 4/1/96
_____________________________
David W. Burke
/s/Martin D. Fife* Director 4/1/96
_____________________________
Martin D. Fife
/s/Whitney I. Gerard* Director 4/1/96
_____________________________
Whitney I. Gerard
/s/Robert R. Glauber* Director 4/1/96
_____________________________
Robert R. Glauber
/s/Arthur A. Hartman* Director 4/1/96
_____________________________
Arthur A. Hartman
/s/George L. Perry* Director 4/1/96
_____________________________
George L. Perry
/s/Paul D. Wolfowitz* Director 4/1/96
_____________________________
Paul D. Wolfowitz
/s/Eric B. Fischman
*BY: __________________________
Eric B. Fischman,
Attorney-in-Fact
EXHIBIT INDEX
Exhibits
(1) Articles of Restatement
(10) Opinion and consent of Registrant's counsel
(11) Consent of Independent Auditors
(17) Financial Data Schedule
ARTICLES OF RESTATEMENT
OF
THE DREYFUS FUND INCORPORATED
The Dreyfus Fund Incorporated, a Maryland Corporation (hereinafter
called the "Corporation") hereby certifies to the State Department of
Assessments and Taxation that:
1. The Corporation desires to restate its Charter as currently in
effect. Therefore, the Charter of the Corporation is hereby restated as
follows:
FIRST: We, the subscribers hereto, Ernest L. Godshalk, Jr., Lincoln
C. Brownell and Joseph L. Broderick, the post office address of all of whom
is 48 Wall Street, New York 5, N.Y., and all of whom are adult persons of
full legal age, do hereby associate ourselves with the intention of forming
a corporation under and by virtue of the general laws of the State of
Maryland authorizing the formation of corporations.
SECOND: Name. The name of the corporation is THE DREYFUS FUND
INCORPORATED (hereinafter referred to as the "Corporation").
THIRD: Purposes and Powers. The purposes for which the Corporation
is formed and the business or objects to be carried on or promoted by it
are to engage in the business of holding, investing and reinvesting its
funds in stocks and securities, and in connection therewith, to hold part
or all of its funds in cash, to acquire by purchase, subscription,
contract, exchange or otherwise, and to own, hold for investment, resale or
otherwise, sell, assign, negotiate, exchange, give or take options on,
transfer or otherwise dispose of, or turn to account or realize upon, and
generally to deal in and with, all forms of stocks, bonds, debentures,
notes, evidences of interest, evidences of indebtedness, warrants, and
other securities, irrespective of their form, the name by which they may be
described, or the character or form of the entities by which they are
issued or created (hereinafter sometimes called "Securities"), and, subject
to the provisions of this Certificate of Incorporation, to make payment
therefor by any lawful means; to exercise any and all rights, powers and
privileges of individual ownership or interest in respect of any and all
such Securities, including the right to vote thereon and to consent and
otherwise act with respect thereto; to do any and all acts and things for
the preservation, protection, improvement and enhancement in value of any
and all such Securities; to acquire or become interested in any such
Securities as aforesaid, irrespective of whether or now such Securities be
fully paid or subject to further payments; and to make payments thereon as
called for or in advance of calls or otherwise.
And, in general to do any or all such other things in connection with
the objects and purposes of the Corporation hereinbefore set forth, as are,
in the opinion of the Board of Directors of the Corporation, necessary,
incidental, relative or conducive to the attainment of such objects and
purposes; and to do such acts and things, and to exercise any and all such
powers, to the same extent as a natural person might or could lawfully do
to the full extent authorized or permitted to a corporation under any laws
that may be now or hereafter applicable or available to the Corporation.
Notwithstanding any of the foregoing provisions, the Corporation shall
not under any circumstances:
1. Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of its
total assets (including the amount borrowed) based on the lesser
of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made, nor pledge,
hypothecate, mortgage or otherwise encumber its assets, except to
secure borrowings for temporary or emergency purposes. While
borrowings exceed 5% of the value of the Corporation's total
assets, the Corporation will not make any additional investments.
2. Purchase any Securities on "margin."
3. Sell any Securities "short."
4. Lend any of its funds or other assets, provided, however, that
this provision shall not be construed to prevent the purchase by
the Corporation of bonds, debentures, notes or other evidences of
indebtedness as hereinabove authorized.
5. Participate in any underwriting or selling group in connection
with the public distribution of securities, except for its own
capital stock, nor enter into repurchase agreements providing for
settlement in more than seven days after notice or purchase
securities which are illiquid by virtue of legal or contractual
restrictions on resale or the absence of a readily available
market, if in the aggregate more than 10% of its net assets would
be so invested. The Board of Directors will in good faith
determine the specific types of securities deemed to be illiquid
and the value of such securities held in the Corporation's
portfolio;
6. Invest more than 5% of the market value of its net assets in the
Securities of any one issuer, except that up to 25% of the value
of the Corporation's total assets may be invested, and the
securities issued or guaranteed by the U.S. Government, or its
agencies or instrumentalities may be purchased, without regard to
such limitation.
7. Hold more than 10% of the voting securities of any one issuer.
This restriction applies only with respect to 75% of the
Corporation's assets.
8. Purchase from or sell to, any officer or director, or any firm of
which any officer or director is a member, as principals, any
Securities, other than shares of the capital stock of the
Corporation, but any officer, director or stockholder of the
Corporation, either directly or through a partnership,
association or corporation, may act as broker and may be paid the
customary brokerage commissions in the purchase or sale of
Securities for the account of the Corporation, and may purchase
or sell, or act as banker or underwriter in connection with, the
sale of shares of the capital stock of the Corporation, and may
be an officer and/or director and/or holder of the Securities of
any corporation, any of the Securities of which may be owned by
the Corporation.
9. Retain Securities issued by an issuer if to the knowledge of the
Corporation one or more of the officers or directors of the
Corporation or of any corporation or association furnishing
managerial or supervisory services to the Corporation own
beneficially more than one-half of one per cent (1/2%), of the
Securities of such issuer and such officers and directors owning
more than one-half of one per cent (1/2%) of such Securities
together own beneficially more than five per cent (5%) of such
Securities. The Corporation shall be deemed to have complied
with this paragraph if within ten days after the termination of
each calendar month each officer and director of the Corporation
and of any corporation or association furnishing managerial or
supervisory services to the Corporation is furnished with a
complete list of the Securities held by the Corporation with a
request to advise the Corporation promptly, in the event that he
owns beneficially more than one-half of one per cent (1/2%) of the
Securities of the issuer of any Securities held by the
Corporation, as to the number or principal amount of Securities
so owned by him and if, as soon as may be practicable in view of
market conditions, but in any event not later than thirty days
after the existence of such holdings in excess of five per cent
(5%) has been so ascertained, the Corporation disposes of all
Securities of any issuer which, on the basis of information so
received, the Corporation would be prohibited from retaining by
the provisions of this paragraph.
10. Purchase any Securities issued by any investment company, except
in connection with a merger, consolidation, acquisition or
reorganization, if more than 10% of the market value of the
Corporation's total assets would be invested in securities of
other investment companies, more than 5% of the market value of
the Corporation's total assets would be invested in the
securities of any one investment company or the Corporation would
own more than 3% of the total voting stock of any one investment
company. This limitation, however, shall not prevent the
Corporation from investing in securities issued by a real estate
investment trust, provided that such trust is not permitted to
invest in real estate or interests in real estate other than
mortgages or other security interests.
11. Purchase any Securities issued by any corporation which has been
in continuous operation for less than three (3) years, such
period to include the period of operation of any predecessor
corporation or corporations, partnership or individual enterprise
if the corporation whose securities are to be acquired has come
into existence as the result of a merger, consolidation,
reorganization, or the purchase of substantially all of the
assets of such predecessor corporation or corporations,
partnership, or individual enterprise, if such purchase would
cause the Corporation's investments in such issues to exceed 5%
of the market value of the Corporation's net assets.
12. Sell any shares of its capital stock to any officer or director
of the Corporation, of any distributor of the shares of the
capital stock of the Corporation, or of any corporation or
association furnishing managerial or supervisory services to the
Corporation or to any such corporation or association, unless the
sale is made at the price then available to the public and the
Corporation is advised that the purchase is being made for
investment and that the purchaser will advise the Corporation of
any sales of shares so purchased made less than two months after
the date of the purchase.
13. Lease, acquire or hold real estate, except such as may be
necessary or advisable for the maintenance of its offices.
In addition the Corporation may issue, sell, acquire through purchase,
exchange or otherwise, hold, dispose of, resell, transfer, reissue or
cancel shares of its capital stock in any manner and to the extent now or
hereafter permitted by the laws of Maryland and by this Certificate of
Incorporation.
The foregoing matters subject to the limitations therein contained,
shall each be construed as purposes, objects and powers, and none of such
matters shall, except as otherwise expressly provided, be in anywise
limited by reference to, or inference from, any other of such matters or
any other Paragraph of this Certificate of Incorporation, but shall be
regarded as independent purposes, objects and powers and the enumeration of
specific purposes, objects and powers shall not be construed to limit or
restrict in any manner the meaning of general terms or the general powers
of the Corporation now or hereafter conferred by the laws of the State of
Maryland, nor shall the expression of one thing be deemed to exclude
another, although it be of like nature, not expressed.
Nothing herein contained shall be construed as giving the Corporation
any rights, powers or privileges not permitted to it by law.
FOURTH: Principal Office. The post office address of the place at
which the principal office of the Corporation in the State of Maryland is
located is The Corporation Trust Incorporated, 32 South Street, Baltimore,
Maryland 21202.
The name of the Corporation's resident agent in charge of said
principal office is The Corporation Trust Incorporated, a Maryland
corporation, whose post office address is 32 South Street, Baltimore,
Maryland 21202. Said resident agent is a citizen of the State of Maryland
and actually resides therein.
If the by-laws so provide, the Board of Directors of the Corporation
shall have power to hold its meetings, to have an office or offices and,
subject to the provisions of the laws of Maryland, to keep the books of the
Corporation outside of said State at such places as may from time to time
be designated by it.
FIFTH: Capital Stock. (1) The total amount of the authorized
capital stock of the Corporation is three hundred million dollars
($300,000,000) consisting of 300,000,000 shares of the par value of $1 per
share, all of one class.
(2) At all times each stockholder of the Corporation shall be
entitled to one vote for each share of stock standing in his name on the
books of the Corporation. Notwithstanding any provision of law requiring
any action to be taken or authorized by the holders of any designated
proportion of the shares of capital stock of the Corporation, such action
shall be effective and valid if taken or authorized by the affirmative vote
of the holders of a majority of the shares of the capital stock of the
Corporation outstanding and entitled to vote thereon.
(3) All shares of the capital stock of the Corporation now or
hereafter authorized shall be "subject to redemption" and "redeemable", in
the sense used in the general laws of the State of Maryland authorizing the
formation of corporations, at the redemption or purchase price for any such
shares, determined in the manner set out in this Certificate of
Incorporation or in any amendment thereto; provided, however, that the
Corporation shall have the right, at its option, to refuse to redeem the
shares of stock at less than the par value thereof. In the absence of any
specification as to the purpose for which shares of the capital stock of
the Corporation are repurchased by it, all shares so repurchased shall be
deemed to be "purchased for retirement" in the sense contemplated by the
laws of the State of Maryland and the number of the authorized shares of
the capital stock of the Corporation shall not be reduced by the number of
any shares repurchased by it.
(4) No holder of stock of the Corporation shall, as such holder, have
any right to purchase or subscribe for any shares of the capital stock of
the Corporation which it may issue or sell (whether out of the number of
shares authorized by this Certificate of Incorporation, or by any amendment
hereto, or out of any shares of the capital stock of the Corporation
acquired by it after the issue thereof), other than such right, if any, as
the Board of Directors, in its discretion, may determine.
(5) All persons who shall acquire stock in the Corporation shall
acquire the same subject to the provisions of this Certificate of
Incorporation.
SIXTH: Directors. The number of directors of the Corporation
currently is nine. The names of the persons currently acting as directors
of the Corporation until their successors are duly chosen and qualified are
as follows:
Lucy Wilson Benson Whitney I. Gerard
David W. Burke Robert R. Glauber
Joseph S. DiMartino Arthur A. Hartman
Martin D. Fife George L. Perry
Paul D. Wolfowitz
However, the by-laws of the Corporation may fix the number of
directors at a number greater or less than that named in this Certificate
of Incorporation, provided that in no case shall the number of directors be
less than three, and may authorize the Board of Directors, by the vote of a
majority of the entire Board of Directors, to increase or decrease the
number of directors fixed by this Certificate of Incorporation or by the
by-laws within a limit specified in the by-laws, and to fill the vacancies
created by any such increase in the number of directors. Unless otherwise
provided by the by-laws of the Corporation, the directors of the
Corporation need not be stockholders therein.
SEVENTH: Powers of and Limitations on the Corporation and Directors,
and Rights of Stockholders. A. Board of Directors: The Board of
Directors shall have the general management and control of the business and
property of the Corporation, and may exercise all the powers of the
Corporation; except such as are by statute or by this Certificate of
Incorporation or by the by-laws conferred upon or reserved to the
stockholders. In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is hereby empowered:
1. To authorize the issuance and sale, from time to time, of shares
of the capital stock of the Corporation, whether for cash at not less than
the par value thereof or for such other considerations as the Board of
Directors may deem advisable, in the manner and to the extent now or
hereafter permitted by the laws of Maryland, provided, however, that the
consideration (or the value thereof as determined by the Board of
Directors) per share to be received by the Corporation upon the sale of any
shares of its capital stock (including treasury shares) shall not be less
than the liquidating value (determined as provided in Paragraph NINTH
hereof) per share of such capital stock outstanding at the time (determined
by the Board of Directors) as of which the computation of such liquidating
value shall be made.
2. To remove at any time any officer elected or appointed by the
Board of Directors, but only by the affirmative vote of a majority of the
then Board of Directors, and to remove any other officer or employee of the
Corporation, or to confer such power on any Committee or officer. Any
removal may be for cause or without cause.
3. To authorize the execution and performance by the Corporation of
an agreement or agreements with any corporation, association or partnership
whereby, subject to the control of the Board of Directors, the investment
portfolio of the Corporation shall be managed or supervised by such
corporation, association or partnership. Any such agreement shall provide
that such agreement cannot be amended, transferred, assigned, sold or in
any manner hypothecated or pledged without the affirmative vote or written
consent of the holders of at least a majority of the outstanding shares of
the capital stock of the Corporation. No such agreement shall become
effective without the affirmative vote or written consent of the holders of
a majority of the outstanding shares of the capital stock of the
Corporation. If the other party to any such agreement is a corporation,
association or partnership not acting as a distributor of shares of the
capital stock of the Corporation such agreement shall also prohibit any
such corporation, association or partnership from purchasing otherwise than
for investment, and from making short sales of, shares of the capital stock
of the Corporation, and shall require any such corporation, association or
partnership to advise the Corporation of any sales of shares of the capital
stock of the Corporation made less than two months after the date of their
purchase.
4. To authorize the execution and performance by the Corporation of
an agreement or agreements, which may be exclusive contracts, with any
corporation, association or partnership, as distributor, providing for the
distribution of shares of the capital stock of the Corporation upon such
terms as it shall determine, subject to the provisions of subdivision 1 of
this Paragraph A and of Paragraph THIRD hereof. Such terms may provide for
the charge by the Corporation of a premium over the liquidating value
(determined as provided in Paragraph NINTH hereof) of such shares, which
premium shall not exceed an amount equal to nine (9) per cent of the sum of
such liquidating value plus such premium, and the allowance of a discount
by the Corporation to such distributor, and may further provide for the
reallowance by such distributor of concessions or commissions from such
discount; provided, however, that such discount shall not exceed the amount
of the aforementioned premium. Any such agreement or agreements shall
provide that any such distributor may purchase shares of the capital stock
of the Corporation from the Corporation only to the extent that it shall
have received purchase orders therefor, that the distributor shall not make
any short sales of the shares of the capital stock of the Corporation.
5. (a) Subject only to the provisions of Paragraph THIRD hereof,
any director, officer or employee individually, or any partnership of which
any director, officer or employee may be a member, or any corporation or
association of which any director, officer or employee may be an officer,
director, trustee, employee or stockholder, may be a party to, or may be
pecuniarily or otherwise interested in, any contract or transaction of the
Corporation, and in the absence of fraud no contract or other transaction
shall be thereby affected or invalidated; provided that in case a director,
or a partnership, corporation or association of which a director is a
member, officer, director, trustee, employee or stockholder is so
interested, such fact shall be disclosed or shall have been known to the
Board of Directors or a majority thereof. Any director of the Corporation
who is so interested or who is also a director, officer, trustee, employee
or stockholder of such other corporation or association or a member of such
partnership which is so interested, may be counted in determining the
existence of a quorum at any meeting of the Board of Directors of the
Corporation which shall authorize any such contract or transaction, and may
vote thereat to authorize any such contract or transaction, with like force
and effect as if he were not such director, officer, trustee, employee or
stockholder of such other corporation or association or not so interested
or a member of a partnership so interested.
(b) Specifically, but without limitation of the foregoing, the
Corporation may, subject only to the provisions of Paragraph THIRD, hereof,
enter into a management contract, a distributing contract and/or other
contracts with, and may otherwise do business with The Dreyfus Corporation,
notwithstanding that the Board of Directors of the Corporation may be
composed entirely or partly of directors, officers, employees or
stockholders of said The Dreyfus Corporation, and officers of the
Corporation may be or become officers, directors, employees or stockholders
of said The Dreyfus Corporation, and in the absence of fraud the
Corporation and The Dreyfus Corporation, may deal freely with each other,
and no contract or transaction between the Corporation and The Dreyfus
Corporation, shall be invalidated or in anywise affected thereby, nor shall
any director or officer of the Corporation be liable to the Corporation or
to any stockholder or creditor thereof, or to any other person, for any
loss incurred by it or him under or by reason of any such contract or
transaction; provided always that such contract or transaction shall have
been on terms that were not unfair at the time at which it was entered
into.
6. To specify, in instances in which it may be desirable, that
shares of the capital stock of the Corporation repurchased by it are not
repurchased for retirement and to specify the purposes for which such
shares are repurchased.
The Corporation may in its by-laws confer powers on the Board of
Directors, in addition to the foregoing and in addition to the powers
expressly conferred by statute.
B. Depositary and Custodian: All Securities owned by the
Corporation and all cash representing the proceeds from sales of Securities
owned by the Corporation and from the issuance of shares of the capital
stock of the Corporation, payments of principal upon Securities owned by
the Corporation and distributions in respect of Securities owned by the
Corporation which at the time of payment are represented by the
distributing corporation to be capital distributions shall be held by a
custodian which shall be a trust company or a national bank of good
standing, having a capital, surplus and undivided profits aggregating not
less than five million dollars ($5,000,000) provided such a custodian can
be found ready and willing to act. The terms of custody of such Securities
and cash shall include provisions to the effect that the custodian shall
deliver Securities owned by the Corporation only (a) upon sales of such
Securities for the account of the Corporation and receipt by the custodian
of payment therefor, (b) when such Securities are called, redeemed or
retired or otherwise become payable, (c) for examination by any broker
selling any such Securities in accordance with "street delivery" custom,
(d) in exchange for or upon conversion into other Securities alone or other
Securities and cash whether pursuant to any plan of merger, consolidation,
reorganization, recapitalization or readjustment, or otherwise, (e) upon
conversion of such Securities pursuant to their terms into other
Securities, (f) upon exercise of subscription, purchase or other similar
rights represented by such Securities, (g) for the purpose of exchanging
interim receipts or temporary Securities for definitive Securities, (h) for
the purpose of redeeming in kind shares of the capital stock of the
Corporation, or (i) for other proper corporate purposes. Such terms of
custody shall also include provisions to the effect that the custodian
shall deliver cash of the Corporation required by this paragraph to be
deposited with the custodian only upon the purchase of Securities for the
portfolio of the Corporation and the delivery of such Securities to the
custodian, for the purchase or redemption of shares of the capital stock of
the Corporation, for the payment of dividends, taxes, management or
supervisory fees or operating expenses, or for payments in connection with
the conversion, exchange or surrender of Securities owned by the
Corporation, or for other proper corporate purposes. Upon the resignation
or inability to serve of any such custodian the Corporation shall (a) use
its best efforts to obtain a successor custodian, (b) require the cash and
securities of the Corporation held by the custodian to be delivered to the
successor custodian, and (c) in the event that no successor custodian can
be found, submit to the stockholders of the Corporation, before permitting
delivery of such cash and Securities to anyone other than a successor
custodian, the question of whether the Corporation shall be dissolved or
shall function without a custodian; provided, however, that nothing herein
contained shall prevent the termination of any agreement between the
Corporation and any such custodian by the affirmative vote of the holders
of a majority of the outstanding shares of the capital stock of the
Corporation. The Corporation may also have such other depositaries for its
funds and such transfer agents and registrars for the shares of its capital
stock as the Board of Directors shall from time to time determine; provided
that every such depositary shall be a trust company or national bank of
good standing, having a capital, surplus and undivided profits aggregating
not less than five million dollars ($5,000,000). The Board of Directors
may employ and fix the powers, rights, duties, responsibilities,
privileges, immunities, and compensation of any such depositary, custodian,
transfer agent or registrar, subject however, in the case of the custodian,
to the foregoing provisions of this paragraph.
C. Audits and Reports. The books of account of the Corporation
shall be examined by an independent firm of public accountants at the close
of each semi-annual period during each fiscal year of the Corporation and
at such other times, if any, as may be directed by the Board of Directors
of the Corporation. A report to stockholders reflecting the results of
each semi-annual examination and, in addition, quarterly financial reports
based on the books of the Corporation at the end of each quarterly period
when there has been no examination by such independent accountants, shall
be mailed to each stockholder of the Corporation of record on such date,
with respect to each report, as may be determined by the Board of
Directors, at his address as the same appears on the books of the
Corporation. Each such report shall show the assets and liabilities of the
Corporation, the liquidating value of its outstanding shares (determined as
provided in Paragraph NINTH hereof), the Securities in which the funds of
the Corporation are invested, all as of the close of the quarterly period,
together with a statement of its income and expenses for the period from
the end of the Corporation's preceding fiscal year to the close of such
period, at least semi-annually, a statement of all amounts paid to security
dealers, legal counsel, transfer agent, distributing agent, registrar or
custodian, where such payments are made to a partnership, corporation, bank
or trust company having a partner, officer or director who is also an
officer or director of the Corporation, and such other matters as the Board
of Directors shall determine.
D. Dividends: The Corporation shall distribute to its stockholders
in the form of dividends, at such times and in such manner as the Board of
Directors shall determine, in cash or in stock or rights to subscribe to
stock of the Corporation, or in property or otherwise, amounts
substantially equal to the net income of the Corporation from dividends and
interest after deduction of operating expenses, taxes applicable to such
income, and any reserves set aside out of such income.
In addition the Board of Directors is empowered to distribute, from
time to time, in such form as the Board of Directors may determine,
additional dividends from any assets of the Corporation legally available
for the payment thereof; provided that each stockholder shall be notified
at the time of payment of each such dividend of the account or accounts
from which it was paid.
E. Inspection of Books and Records: The holders of shares of the
capital stock of the Corporation shall have the right to inspect the
records, documents, accounts and books of the Corporation, subject to
reasonable regulations of the Board of Directors, not contrary to Maryland
law, as to whether and to what extent, and at what times and places, and
under what conditions and regulations, such right shall be exercised.
F. Indemnification of Directors and Officers: The Corporation shall
indemnify each director and officer of the Corporation against all or any
portion of any expenses reasonably incurred by him in connection with or
arising out of any action, suit or proceeding in which he may be involved
by reason of his having been an officer or director of the Corporation
(whether or not he continues to be an officer or director at the time of
incurring such expenses) such expenses to include the cost of reasonable
settlements (other than amounts paid to the Corporation itself) made with a
view to curtailment of costs of litigation. The Corporation shall not,
however, indemnify such director or officer with respect to matters as to
which he shall be finally adjudged in any such action, suit or proceeding
to have been derelict in the performance of his duty as such director or
officer, nor in respect of any matter on which any settlement or compromise
is effected, if the total expense, including the cost of such settlement,
shall substantially exceed the expense which might reasonably be incurred
by such director or officer in conducting such litigation to a final
conclusion and in no event shall anything herein contained be so construed
as to protect or to authorize the Corporation to indemnify any such
director or officer against any liability to the Corporation or to its
security holders to which he would otherwise be subject by reason of wilful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office. The foregoing right of
indemnification shall not be exclusive of other rights to which any
director or officer may be entitled as a matter of law.
EIGHTH: Repurchases. A. The Corporation shall under some
circumstances, and may under other circumstances, repurchase shares of its
capital stock as follows:
1. Obligation of the Corporation to Repurchase Shares: Each holder
of shares of capital stock shall be entitled to require the Corporation to
repurchase all or any part of the shares of capital stock of the
Corporation owned by such holder, upon written request to the Corporation
or its designated agent, accompanied by surrender of the certificate or
certificates for such shares, for the proportionate interest in the
properties of the Corporation represented by such shares, or the cash
equivalent therefor (being the liquidating value of such shares determined
as provided in Paragraph NINTH hereof), subject to and in accordance with
the provisions of subparagraph B.2 of this Paragraph EIGHTH. The time as
of which the liquidating value applicable to such repurchases shall be
computed shall be the close of the New York Stock Exchange next succeeding
the time of surrender of the certificates for such shares.
2. Right of the Corporation to Repurchase Shares: In addition the
Board of Directors may, from time to time in its discretion, authorize the
officers of the Corporation to repurchase shares of its capital stock,
either directly or through an agent, subject to and in accordance with the
provisions of subparagraph B of this Paragraph EIGHTH. The price to be
paid by the Corporation upon any such repurchase shall be determined, in
the discretion of the Board of Directors, in accordance with any provision
of the Investment Company Act of 1940 or any rule or regulation thereunder,
including any rule or regulation made or adopted pursuant to Section 22 of
the Investment Company Act of 1940 by the Securities and Exchange
Commission or any securities association registered under the Securities
Exchange Act of 1934.
B. The following provisions shall be applicable with respect to any
repurchases of shares of the capital stock of the Corporation pursuant to
subparagraph A hereof:
1. Certificates for shares of capital stock to be repurchased shall
be surrendered in proper form for transfer, together with such proof of the
authenticity of signatures as may be required by resolution of the Board of
Directors.
2. Payment of the repurchase price by the Corporation or its
designated agent shall be made in cash, within seven days after the time
used for determination of the repurchase price but in no event prior to
delivery to the Corporation, or its designated agent, of the certificates
for the shares of capital stock of the Corporation so repurchased; except
that any payment may be made in whole or in part in Securities or other
assets of the Corporation if the Board of Directors shall determine that
payment in cash would be prejudicial to the best interests of the remaining
stockholders of the Corporation, which may be in the event of the closing
of the New York Stock Exchange or the happening of any event at any time
prior to actual payment which in the opinion of the Board makes the
liquidation of Securities in orderly fashion impractical or impossible. In
making any such payment in whole or in part in Securities or other assets
of the Corporation, the Corporation shall, as nearly as may be practical,
deliver the proportionate interest in the Securities and other assets of
the Corporation represented by the shares so to be paid for. The value of
any part of such payment to be made in Securities or other assets of the
Corporation shall be determined in the manner provided in Paragraph NINTH
hereof for the determination of the "gross value" of the assets of the
Corporation. Delivery of the Securities included in any such payment shall
be made as promptly as any necessary transfers on the books of the several
corporations whose Securities are to be delivered may be made.
The Corporation, pursuant to resolution of the Board of Directors, may
deduct from the payment made for any shares repurchased a liquidating
charge not in excess of one percent (1%) of the repurchase price of the
shares so repurchased, and may alter or suspend any such liquidating charge
from time to time.
3. The right of any holder of shares of capital stock repurchased by
the Corporation as provided in this Paragraph EIGHTH to receive dividends
thereon and all other rights of such holder with respect to such shares
shall terminate at the time as of which the repurchase price of such shares
is determined, except the right of such holder to receive (a) the
repurchase price if such shares from the Corporation or its designated
agent in cash and/or in Securities or other assets of the Corporation, and
(b) any dividend to which such holder had previously become entitled as the
record holder of such shares on the record date for such dividend.
NINTH: Determination of Liquidating Value. For the purposes referred
to in Paragraphs SEVENTH and EIGHTH hereof the liquidating value of shares
of the capital stock of the Corporation shall be determined by or pursuant
to the direction of the Board of Directors in accordance with the following
provisions:
A. Such liquidating value as of the close of the New York Stock
Exchange on any day shall be computed as follows:
The liquidating value of each share of such stock shall be the
quotient obtained by dividing the "net value of the assets" of the
Corporation by the total number of shares at the time deemed to be
outstanding (including shares sold whether paid for and issued or not, and
excluding shares repurchased on the basis of previously determined values,
whether paid for, received and held in treasury, or not).
The "net value of the assets" shall be in the "gross value" after
deducting the amount of all expenses incurred and accrued and unpaid, such
reserves as may be set up to cover taxes and any other liabilities, and
such other deductions as in the opinion of the officers of the Corporation
are in accordance with accepted accounting practice.
The "gross value" of the assets shall be the amount equal to all cash,
receivables and the market value of all Securities and other assets held by
the Corporation at the time as of which the determination is made. The
market value of Securities held shall be the last sales price for
Securities listed or admitted to trading privileges on recognized
securities exchanges, or the mean between the last bid and asked price
prior to the time of such determination in the case of Securities in which
there have been no previously reported transactions during the day on which
such determination is made. The market value of Securities dealt in over-
the-counter shall be the mean between the last bid and asked prices prior
to the time of such determination.
B. Such liquidating value as of any time other than the close of the
New York Stock Exchange on any day shall be determined by applying to the
liquidating value as of the close of said Exchange on the preceding
business day, computed as provided in subparagraph A of this Paragraph
NINTH, such adjustments as are authorized by or pursuant to the direction
of the Board of Directors and designed reasonably to reflect any material
changes in the market value of securities and other assets held and any
other material changes in the assets of liabilities of the Corporation or
in the number of its outstanding shares which shall have taken place since
the close of said Exchange on such preceding business day.
C. The Board of Directors is empowered, in its absolute discretion,
to establish other methods of determining such liquidating value whenever
such other methods are deemed by it to be necessary or desirable in order
to enable the Corporation to comply with any provision of the Investment
Company Act of 1940 or any rule or regulation thereunder, including any
rule or regulation made or adopted pursuant to Section 22 of the Investment
Company Act of 1940 by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange Act of
1934.
TENTH: Determination Binding. Any determination made in good faith,
so far as accounting matters are involved, in accordance with accepted
accounting practice by or pursuant to the direction of the Board of
Directors, as to the amount of the assets, obligations or liabilities of
the Corporation, as to the amount of the net income of the Corporation from
dividends and interest for any period or amounts at any time legally
available for the payment of dividends, as to the amount of any reserves or
charges set up and the propriety thereof, as to the time of or purpose for
creating any reserves or charges, as to the use, alteration or cancellation
of any reserves or charges (whether or not any obligation or liability for
which such reserves or charges shall have been created shall have been paid
or discharged or shall be then or thereafter required to be paid or
discharged), as to the price or closing bid or asked price of any Security
owned or held by the Corporation, as to the market value of any Security or
fair value of any other asset owned by the Corporation, as to the number of
shares of the Corporation outstanding or deemed to be outstanding, as to
the impracticability or impossibility of liquidating Securities in orderly
fashion, as to the extent to which its practicable to deliver the
proportionate interest in the Securities and other assets of the
Corporation represented by any shares repurchased in payment for any such
shares, as to the method of payment for any such shares repurchased, or as
to any other matters relating to the issue, sale, repurchase and/or other
acquisition or disposition of Securities or shares of the capital stock of
the Corporation, and any reasonable determination made in good faith by the
Board of Directors as to whether any transaction constitutes a purchase of
any Securities on "margin," a sale of any Securities "short," or an
underwriting of the sale of, or a participation in any underwriting or
selling group in connection with the public distribution of, any
Securities, shall be final and conclusive, and shall be binding upon the
Corporation and all holders of shares of its capital stock, past, present
and future, and shares of the capital stock of the Corporation are issued
and sold on the condition and understanding, evidenced by acceptance of
certificates for such shares, that any and all such determinations shall be
binding as aforesaid.
ELEVENTH: Amendments. The Corporation reserves the right to take any
lawful action and to make any amendment of this Certificate of
Incorporation, including the right to make any amendment which changes the
terms of any shares of the capital stock of the Corporation of any class
now or hereafter authorized by classification, reclassification or
otherwise, and to make any amendment authorizing any sale, lease, exchange
or transfer of the property and assets of the Corporation as an entirety or
substantially as an entirety, with or without its good will and franchise,
if a majority of all the shares of the capital stock of the Corporation at
the time issued and outstanding and entitled to vote, vote in favor of any
such action or amendment or consent thereto in writing, and reserves the
right to make any amendment of this Certificate of Incorporation in any
form, manner or substance now or hereafter authorized or permitted by law.
2. The restatement of the Charter of the Corporation was approved by
a majority of the entire board of directors of the Corporation at a meeting
held on February 1, 1996.
3. The provisions set forth in the above Articles of Restatement are
all of the provisions of the Corporation's Charter currently in effect.
The Corporation's Charter is not amended by these Articles of Restatement.
4. The current address of the principal office of the Corporation is
32 South Street, Baltimore, Maryland, 21202, and the Corporation's current
resident agent is The Corporation Trust Incorporated, a Maryland
corporation, whose address is 32 South Street, Baltimore, Maryland 21202.
5. The corporation currently has nine directors; the directors
currently in office are Lucy Wilson Benson, David W. Burke, Joseph S.
DiMartino, Martin D. Fife, Whitney I. Gerard, Robert R. Glauber, Authur A.
Hartman, George L. Perry and Paul D. Wolfowitz.
IN WITNESS WHEREOF, The Dreyfus Fund Incorporated has caused these
Articles to be signed in its name and on its behalf by its Vice President,
Eric B. Fischman, and attested by its Assistant Secretary, Margaret Pardo,
on the 12th day of February, 1996.
The undersigned Vice President acknowledges these Articles of
Restatement to be the corporate act of the Corporation and states that, to
the best of his knowledge, information and belief, the matters and facts
set forth herein with respect to the authorization and approval hereof are
true in all material respects and that this statement is made under
penalties of perjury.
THE DREYFUS FUND INCORPORATED
______________________________
Eric B. Fischman,
Vice President
Attest:
_____________________
Margaret Pardo,
Assistant Secretary
[LETTERHEAD OF STROOCK & STROOCK & LAVAN]
February 13, 1952
The Dreyfus Fund Incorporated
50 Broadway
New York 4, New York
Dear Sirs:
This letter is in response to your request for our opinion in
connection with a Registration Statement which you are about to
file on Form S-5 with the Securities and Exchange Commission for
registration under the Securities Act of 1933 of 250,000 shares
of your capital stock.
We have acted in the capacity of counsel for The Nesbett Fund
Incorporated, whose name has now been changed to The Dreyfus
Fund Incorporated, since on or about March 15, 1951, and are
familiar with your organization, the corporate status and the
legality of your capital stock. Your distributing agreement
with The Dreyfus Corporation and your management contract with
The Dreyfus Corporation, each dated May 23, 1951, are also known
to us.
We advise you that in our opinion: (1) The Dreyfus Fund
Incorporated is a corporation duly organized and validly
existing under the laws of the State of Maryland, with an
authorized capital stock consisting of 1,000,000 shares, all of
the same class and of the par value of $1.00 each; (2) shares of
the capital stock of The Dreyfus Fund Incorporated, when issued
in accordance with the above mentioned distributing agreement,
are or will be legal and validly issued, full paid and non-
assessable.
We herewith give our permission to the filing of this opinion
with the Securities and Exchange Commission as an exhibit to the
Registration Statement referred to above. In giving such
permission, we do not hereby admit that we come within the
category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules and regulations of the
Securities and Exchange Commission hereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN
By: /s/MILTON N. SCOFIELD
dl/es
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Transfer and Dividend Disbursing Agent,
Custodian, Counsel and Independent Auditors" and to the use of our report
dated February 12, 1996, in this Registration Statement (Form N-1A 2-9455)
of The Dreyfus Fund Incorporated.
ERNST & YOUNG LLP
New York, New York
March 26, 1996
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