Securities Act File No. 2-30806
Investment Company Act File No. 811-2488
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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. 59 /x/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/
Amendment No. 59 /x/
(Check appropriate box or boxes)
PREMIER CAPITAL GROWTH FUND, INC.
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
copy to:
Lewis G. Cole, Esq.
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004-2696
It is proposed that this filing will become effective (check
appropriate box)
immediately upon filing pursuant to paragraph (b)
X on December 29, 1995 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:
X this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
Registrant has registered an indefinite number of its shares of its common
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 its
fiscal year ended September 30, 1995 was filed on or about November 22,
1995.
PREMIER CAPITAL GROWTH FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)
Premier
Premier Emerging
Capital Growth and Markets
Growth Fund Income Fund
Items in
Part A of
Form N-1A Caption Page
1 Cover
Page
2 Synopsis 3
3 Condensed Financial
Information 4 * *
4 General Description of
Registrant 6, 35 6, 36 6, 35
5 Management of the Fund 9 10 8
5(a) Management's Discussion
of Fund's Performance * * **
6 Capital Stock and Other
Securities 35 36 35
7 Purchase of Securities
Being Offered 11 12 10
8 Redemption or Repurchase 24 25 24
9 Pending Legal Proceedings * * **
Items in
Part B of
Form N-1A Caption All Funds
10 Cover Page B-1
11 Table of Contents B-1
12 General Information and History *
13 Investment Objectives and
Policies B-2
14 Management of the Fund B-18
15 Control Persons and Principal
Holders of Securities B-23
16 Investment Advisory and Other
Services B-22
17 Brokerage Allocation B-38
18 Capital Stock and Other
Securities B-40
19 Purchase, Redemption and
Pricing of Securities Being
Offered B-25, B-28,
B-34
20 Tax Status B-35
21 Underwriters B-1, B-25
22 Calculations of Performance Data B-39
23 Financial Statements B-50
Items in
Part C of
Form N-1A Caption Page
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under
Common Control with Registrant C-2
26 Number of Holders of Securities C-2
27 Indemnification C-2
28 Business and Other Connections
of Investment Adviser C-3
29 Principal Underwriters C-9
30 Location of Accounts and Records C-12
31 Management Services C-12
32 Undertakings C-12
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* Omitted since answer is negative or inapplicable.
PROSPECTUS January 2, 1996
PREMIER CAPITAL GROWTH FUND
Premier Capital Growth Fund (the "Fund") is a separate
diversified portfolio of Premier Equity Funds, Inc., an open-end,
management investment company (the "Company"), known as a mutual
fund. The Fund's investment objective is capital growth. It seeks
to achieve this investment objective by using speculative
investment techniques such as leveraging, short-selling and options
transactions, in addition to usual investment practices. The Fund
invests principally in common stocks and convertible securities of
domestic and foreign issuers. Investments also may be made in
warrants, preferred stocks and debt securities under certain market
conditions.
By this Prospectus, the Fund is offering four Classes of
shares--Class A, Class B, Class C and Class R--which are described
herein. See "Alternative Purchase Methods."
You can purchase or redeem all Classes of shares by
telephone using the TeleTransfer Privilege.
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 January 2,
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. Mutual fund shares involve certain
investment risks, including the possible loss of principal. The
net asset value of funds of this type will fluctuate from time to
time.
TABLE OF CONTENTS
Page
Fee Table . . . . . . . . . . . . . . . . . .
Condensed Financial Information . . . . . . .
Alternative Purchase Methods. . . . . . . . .
Description of the Fund . . . . . . . . . . .
Management of the Fund. . . . . . . . . . . .
How to Buy Shares . . . . . . . . . . . . . .
Shareholder Services. . . . . . . . . . . . .
How to Redeem Shares. . . . . . . . . . . . .
Distribution Plan and Shareholder
Services Plan . . . . . . . . . . . . . . .
Dividends, Distributions and Taxes. . . . . .
Performance Information . . . . . . . . . . .
General Information . . . . . . . . . . . . .
Appendix. . . . . . . . . . . . . . . . . . .
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.
<TABLE>
<CAPTION>
FEE TABLE
Class A Class B Class C Class R
<S> <C> <C> <C> <C>
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases (as a
percentage of offering price). . . . 4.50%* None
Maximum Deferred Sales Charge Imposed on
Redemptions (as a percentage of the
amount subject to charge). . . . . . None** 4.00% 1.00% None
Annual Fund Operating Expenses
(as a percentage of average daily net assets)
Management Fees .75% .75% .75% .75%
12b-1 Fees None .75% .75% None
Other Expenses .36% .36% .36% .11%
Total Fund Operating Expenses 1.11% 1.86% 1.86% .86%
Example:
You would pay the following expenses
on a $1,000 investment, assuming (1) 5%
annual return and (2) except where noted,
redemption at the end of each time period:
1 Year. . $ 56 $ 59/$19+ $29/$19+ $ 9
3 Years $ 79 $ 88/$58+ $ 58 $ 27
5 Years $103 $121/$101+ $101 $ 48
10 Years $174 $180++ $218 $106
_____________
* For shareholders beneficially owning shares on or before December 31, 1995, the
Maximum Sales Loan Imposed on Purchases (as a percentage of offering price) is 3.00%.
** A contingent deferred sales charge of 1.00% may be assessed on certain redemptions of
Class A shares purchased without an initial sales charge as part of an investment of
$1 million or more.
+ Assuming no redemption of shares.
++ Ten year figure assumes conversion of Class B shares to Class A shares at the end of
the sixth year following the date of purchase.
</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%.
________________________________________________________________
The purpose of the foregoing table is to assist you in
understanding the costs and expenses borne by the Fund and
investors, the payment of which will reduce investors' annual
return. Other Expenses for Class B, Class C and Class R are
based on amounts for Class A for the Fund's last fiscal year.
Long-term investors in Class B or Class C shares could pay more
in 12b-1 fees than the economic equivalent of paying a front-end
sales charge. The information in the foregoing table does not
reflect any fee waivers or expense reimbursement arrangements
that may be in effect. Certain Service Agents (as defined
below) may charge their clients direct fees for effecting
transactions in Fund shares; such fees are not reflected in the
foregoing table. See "Management of the Fund," "How to Buy
Shares" and "Distribution Plan and Shareholder Services Plan."
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 for Class
A are included in the Statement of Additional Information,
available upon request. No financial information is available
for Class B, Class C and Class R shares, which had not been
offered as of the date of this Prospectus.
Financial Highlights
Contained below is per share operating performance
data for a Class A share of Common 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 September 30,
___________________________________________________________________________________________________
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.... $18.66 $20.50 $22.21 $14.13 $16.07 $14.31 $17.72 $18.11 $18.53 $15.35
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
Investment Operations:
Investment income-net. .51 .35 .57 .84 .67 .37 .32 .21 .40 .40
Net realized and
unrealized gain (loss)
on investments....... 4.05 6.61 (4.58) 1.74 (1.73) 3.80 1.83 1.82 (.56) 1.23
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
TOTAL FROM INVESTMENT
OPERATIONS......... 4.56 6.96 (4.01) 2.58 (1.06) 4.17 2.15 2.03 (.16) 1.63
DISTRIBUTIONS: ______ ______ ______ ______ ______ ______ ______ ______ ______ ______
Dividends from invest-
ment income-net..... (.78) (.52) (.41) (.64) (.70) (.76) (.39) (.24) (.80) (.44)
Dividends from net
realized gain on
investments......... (1.94) (4.73) (3.66) --- --- --- (1.37) (1.37) (2.22) (.23)
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
Total Distributions (2.72) (5.25) (4.07) (.64) (.70) (.76) (1.76) (1.61) (3.02) (.67)
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
Net asset value,
end of year......... $20.50 $22.21 $14.13 $16.07 $14.31 $17.72 $18.11 $18.53 $15.35 $16.31
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
27.28% 43.98% (17.64%) 19.15% (6.90%) 30.27% 13.28% 12.04% (1.50%) $11.21%
Year Ended September 30,
___________________________________________________________________________________________________
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
____ ____ ________ ____ ____ ________ ____ ____ ____ ____
TOTAL INVESTMENT RETURN*
RATIOS/SUPPLEMENTAL DATA:
Ratios of operating
expenses to average
net assets.......... .91% .89% .96% 1.04% 1.05% .97% .97% 1.02% 1.03% 1.03%
Ratios of interest
expense, loan commitment
fees and dividends on
securities sold short to
average net assets.. .10% .34% .35% .54% .29% .17% .10% .04% .09% .08%
Ratio of net investment
income to average
net assets......... 2.69% 1.98% 3.91% 5.32% 3.97% 2.13% 1.74% 1.24% 2.10% 2.55%
Portfolio Turnover
Rate................ 141.21% 123.61% 111.51% 124.30% 89.04% 81.02% 141.67% 102.23% 158.05% 298.60%
Net Assets, end of year
(000's omitted).....$486,244 $631,581 $471,927 $484,105 $400,981 $494,342 $520,895 $596,369 $570,360 $572,077
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*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.
Debt Outstanding
<TABLE>
<CAPTION>
Year Ended September 30,
-----------------------------------------------------------------------------------------------
1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Amount of debt
outstanding at
end of year
(in thousands).... -- -- $72,500 -- $79,800 -- -- -- -- -- --
Average amount
of debt outstand-
ing throughout
each year (in
thousands)(1)..... $ 8,227 $ 3,099 $19,210 $ 3,865 $17,817 $10,333 $ 6,913 $ 6,897 -- $ 8,531 $ 3,842
Average number of
shares outstanding
throughout each
year (in
thousands)(2)..... 24,141 25,290 29,861 33,406 31,923 29,379 28,190 28,860 -- 36,537 36,648
Average amount of
debt per share
throughout each
year.............. $ .34 $ .12 $ .64 $ .12 $ .56 $ .35 $ .25 $ .24 -- $ .23 $ .10
(1) Based upon daily outstanding borrowings.
(2) Based upon month-end balances.
</TABLE>
ALTERNATIVE PURCHASE METHODS
The Fund offers you four methods of purchasing shares.
Orders for purchases of Class R shares, however, may be placed
only for certain eligible investors as described below. If you
are not eligible to purchase Class R shares, you may choose from
Class A, Class B and Class C the Class of shares that best suits
your needs, given the amount of your purchase, the length of
time you expect to hold your shares and any other relevant
circumstances. Each Fund share represents an identical pro rata
interest in the Fund's investment portfolio.
Class A shares are sold at net asset value per share plus
a maximum initial sales charge of 4.50% of the public offering
price imposed at the time of purchase. For shareholders
beneficially owning Fund shares on or before December 31, 1995,
Class A shares are sold at net asset value plus a maximum
initial sales charge of 3.00% of the public offering price
imposed at the time of purchase. The initial sales charge may
be reduced or waived for certain purchases. See "How to Buy
Shares--Class A Shares." These shares are subject to an annual
service fee at the rate of .25 of 1% of the value of the average
daily net assets of Class A. See "Distribution Plan and
Shareholder Services Plan--Shareholder Services Plan."
Class B shares are sold at net asset value per share with
no initial sales charge at the time of purchase; as a result,
the entire purchase price is immediately invested in the Fund.
Class B shares are subject to a maximum 4% contingent deferred
sales charge ("CDSC"), which is assessed only if you redeem
Class B shares within six years of purchase. See "How to Buy
Shares--Class B Shares" and "How to Redeem Shares--Contingent
Deferred Sales Charge--Class B Shares." These shares also are
subject to an annual service fee at the rate of .25 of 1% of the
value of the average daily net assets of Class B. In addition,
Class B shares are subject to an annual distribution fee at the
rate of .75 of 1% of the value of the average daily net assets
of Class B. See "Distribution Plan and Shareholder Services
Plan." The distribution fee paid by Class B will cause such
Class to have a higher expense ratio and to pay lower dividends
than Class A. Approximately six years after the date of
purchase, Class B shares automatically will convert to Class A
shares, based on the relative net asset values for shares of
each such Class, and will no longer be subject to the
distribution fee. Class B shares that have been
acquired through the reinvestment of dividends and distributions
will be converted on a pro rata basis together with other Class
B shares, in the proportion that a shareholder's Class B shares
converting to Class A shares bears to the total Class B shares
not acquired through the reinvestment of dividends and
distributions.
Class C shares are sold at net asset value per share with
no initial sales charge at the time of purchase; as a result,
the entire purchase price is immediately invested in the Fund.
Class C shares are subject to a 1% CDSC, which is assessed only
if you redeem Class C shares within one year of purchase. See
"How to Redeem Shares--Class C Shares." These shares also are
subject to an annual service fee at the rate of .25 of 1%, and
an annual distribution fee at the rate of .75 of 1%, of the
value of the average daily net assets of Class C. See
"Distribution Plan and Shareholder Services Plan." The
distribution fee paid by Class C will cause such Class to have a
higher expense ratio and to pay lower dividends than Class A.
Class R shares may not be purchased directly by
individuals, although eligible institutions may purchase Class R
shares for certain accounts maintained by individuals. Class R
shares are sold at net asset value per share only to
institutional investors acting for themselves or in a fiduciary,
advisory, agency, custodial or similar capacity for qualified or
non-qualified employee benefit plans, including pension, profit-
sharing, SEP-IRAs and other deferred compensation plans, whether
established by corporations, partnerships, non-profit entities
or state and local governments, but not including IRAs or IRA
"Rollover Accounts." Class R shares are not subject to an
annual service fee or distribution fee.
The decision as to which Class of shares is more
beneficial to you depends on the amount and the intended length
of your investment. If you are not eligible to purchase Class R
shares, you should consider whether, during the anticipated life
of your investment in the Fund, the accumulated distribution fee
and CDSC, if any, on Class B or Class C shares would be less
than the initial sales charge on Class A shares purchased at the
same time, and to what extent, if any, such differential would
be offset by the return of Class A. Additionally, investors
qualifying for reduced initial sales charges who expect to
maintain their investment for an extended period of time might
consider purchasing Class A shares because the accumulated
continuing distribution fees on Class B or Class C shares may
exceed the initial sales charge on Class A shares during the
life of the investment. Finally, you should consider the effect
of the CDSC period and any conversion rights of the Classes in
the context of your own investment time frame. For example,
while Class C shares have a shorter CDSC period than Class B
shares, Class C shares do not have a conversion feature and,
therefore, are subject to an ongoing distribution fee.
Thus, Class B shares may be more attractive than Class C shares
to investors with longer term investment outlooks. Generally,
Class A shares may be more appropriate for investors who invest
$100,000 or more in Fund shares, but will not be appropriate for
investors who invest less than $50,000 in Fund shares.
DESCRIPTION OF THE FUND
Investment Objective
The Fund's investment objective is capital growth.
The Fund seeks to achieve this investment objective by using
speculative investment techniques such as leveraging,
short-selling and options transactions, in addition to usual
investment practices. High yield or income is not a principal
objective of the Fund. The Fund's investment objective 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 objective will be
achieved.
Management Policies
Under normal circumstances, the Fund will invest at least
65% of the value of its total assets in equity securities,
principally publicly-traded common stocks and securities
convertible into common stocks. The Fund may invest up to 30%
of the value of its net assets in the securities of foreign
companies which are not publicly-traded in the United States and
the debt securities of foreign governments. Investments may be
made in warrants, preferred stocks and debt securities when
management believes that such securities offer opportunities for
capital growth or are desirable in light of the prevailing
market or economic conditions.
While seeking desirable investments, the Fund may invest
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." Under normal market conditions, the Fund
does not expect to have a substantial portion of its assets
invested in money market instruments. However, when The Dreyfus
Corporation determines that adverse market conditions exist, the
Fund may adopt a temporary defensive posture and invest all of
its assets in money market instruments. The Fund also may
invest in money market instruments in anticipation of investing
cash positions.
The Fund's annual portfolio turnover rate is not expected
to exceed 150%. Higher portfolio turnover rates usually
generate additional brokerage commissions and expenses and the
short-term gains realized from these transactions are taxable to
shareholders as ordinary income. In addition, the Fund engages
in various investment techniques, such as leveraging,
short-selling, options and futures transactions, foreign
currency transactions and lending portfolio securities. See
also "Investment Considerations and Risks" and
"Appendix--Investment Techniques" below and "Investment
Objective 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 Objective 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, possible seizure or nationalization of
foreign deposits and possible adoption of governmental
restrictions which might adversely affect the payment of
principal and interest on the foreign securities or might
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 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."
Use of Derivatives--The Fund may invest 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 and futures. While Derivatives can
be used effectively in furtherance of the Fund's investment
objective, under certain market conditions, they can increase
the volatility of the Fund's net asset value, can decrease the
liquidity of the Fund's investments and make more difficult the
accurate pricing of the Fund's portfolio. See
"Appendix--Investment Techniques--Use of Derivatives" below, and
"Investment Objective 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
Investment 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
October 31, 1995, The Dreyfus Corporation managed or
administered approximately $81 billion in assets for more than
1.8 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 Company, subject to the authority of the
Company's Board in accordance with Maryland law. The Fund's
primary portfolio manager is Michael L. Schonberg. He has held
that position from August 1995, and has been employed by The
Dreyfus Corporation since July 1995. From March 1994 to July
1995, Mr. Schonberg was a General Partner of Omega Advisors,
L.P. Prior thereto, he served as Managing Director and Chief
Investment Officer for UBS Asset Management (NY), Inc. 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 comprehensive 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 $209 billion in assets as of September 30, 1995,
including approximately $80 billion in proprietary mutual fund
assets. As of September 30, 1995, Mellon, through various
subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $717 billion
in assets, including approximately $55 billion in mutual fund
assets.
For the fiscal year ended September 30, 1995, the Fund
paid The Dreyfus Corporation a monthly management fee at the
annual rate of .75 of 1% of the value of the Fund's average
daily net assets. The management fee is higher than that paid
by most other investment companies. 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 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.
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 Service Agents 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, is located at One American Express Plaza,
Providence, Rhode Island 02903, and serves as 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
General--Class A shares, Class B shares and Class C shares may
be purchased only by clients of certain financial institutions
(which may include banks), securities dealers ("Selected
Dealers") and other industry professionals (collectively,
"Service Agents"), except that 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 Company's Board, or the spouse or minor child of
any of the foregoing may purchase Class A shares directly
through the Distributor. Subsequent purchases may be sent
directly to the Transfer Agent or your Service Agent.
Class R shares are offered only to institutional
investors acting for themselves or in a fiduciary, advisory,
agency, custodial or similar capacity for qualified or non-
qualified employee benefit plans, including pension, profit-
sharing, SEP-IRAs and other deferred compensation plans, whether
established by corporations, partnerships, non-profit entities
or state and local governments ("Retirement Plans"). The term
"Retirement Plans" does not include IRAs or IRA "Rollover
Accounts." Class R shares may be purchased for a Retirement
Plan only by a custodian, trustee, investment manager or other
entity authorized to act on behalf of such Plan. Institutions
effecting transactions in Class R shares for the accounts of
their clients may charge their clients direct fees in connection
with such transactions.
When purchasing Fund shares, you must specify which Class
is being purchased. 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.
Service Agents may receive different levels of
compensation for selling different Classes of shares.
Management understands that some Service Agents may impose
certain conditions on their clients which are different from
those described in this Prospectus, and, to the extent permitted
by applicable regulatory authority, may charge their clients
direct fees which would be in addition to any amounts which
might be received under the Distribution Plan or Shareholder
Services Plan. You should consult your Service Agent in this
regard.
The minimum initial investment is $1,000. 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. The Fund reserves the
right to offer Fund shares without regard to minimum purchase
requirements to employees participating in certain qualified or
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 investment
minimum requirements at any time.
The Internal Revenue Code of 1986, as amended (the
"Code"), imposes various limitations on the amount that may be
contributed to certain Retirement Plans. These limitations
apply with respect to participants at the plan level and,
therefore, do not directly affect the amount that may be
invested in the Fund by a Retirement Plan. Participants and
plan sponsors should consult their tax advisers for details.
You may purchase Fund shares by check or wire, or through
the TeleTransfer Privilege described below. Checks should be
made payable to "Premier Equity Funds, Inc.," 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 Premier Equity Funds, Inc., P.O. Box 9387,
Providence, Rhode Island 02940-9387, together with your Account
Application indicating which Class of shares is being purchased.
For subsequent investments, your Fund account number should
appear on the check and an investment slip should be enclosed
and sent to Premier Equity Funds, Inc., 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.
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, together with the applicable Class' DDA # as
shown below, for purchase of Fund shares in your name:
DDA # 89001[19276] Premier Equity Funds,
Inc./Premier Capital Growth Fund/Class A
shares;
DDA # 89001_____ Premier Equity Funds,
Inc./Premier Capital Growth Fund/Class B
shares;
DDA # 89001_____ Premier Equity Funds,
Inc./Premier Capital Growth Fund/Class C
shares; or
DDA # 89001_____ Premier Equity Funds,
Inc./Premier Capital Growth Fund/Class R
shares.
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,
you should call 1-800-645-6561 after completing your wire
payment to obtain your Fund account number. You should 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.
Fund shares also may be purchased through Automatic
Asset Builder and the Government Direct Deposit Privilege
described under "Shareholder Services." These services enable
you to make regularly scheduled investments and may provide you
with a convenient 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.
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
to The Bank of New York with instructions to credit your Fund
account. The instructions must specify your Fund account
registration and Fund account number preceded by the digits
"1111."
Fund shares are sold on a continuous basis. 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
York time), on each day the New York Stock Exchange is open for
business. For purposes of determining net asset value, options
and futures contracts will be valued 15 minutes after the close
of trading on the floor of the New York Stock Exchange. Net
asset value per share of each Class is computed by dividing the
value of the Fund's net assets represented by such Class (i.e.,
the value of its assets less liabilities) by the total number of
shares of such Class 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 Company's Board. For further information regarding
the methods employed in valuing the Fund's investments, see
"Determination of Net Asset Value" in the Statement of
Additional Information.
If an order is received in proper form by the Transfer
Agent or other agent by the close of trading on the floor of the
New York Stock Exchange (currently 4:00 p.m., New York time) on
a business day, Fund shares will be purchased at the public
offering price determined as of the close of trading on the
floor of the New York Stock Exchange on that day. Otherwise,
Fund shares will be purchased at the public offering price
determined as of the close of trading on the floor of the New
York Stock Exchange on the next business day, except where
shares are purchased through a dealer as provided below.
Orders for the purchase of Fund shares received by
dealers by 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 by the close of its business day
(normally 5:15 p.m., New York time) will be based on the public
offering price per share determined as of the close of trading
on the floor of the New York Stock Exchange on that day.
Otherwise, the orders will be based on the next determined
public offering price. It is the dealer's responsibility to
transmit orders so that they will be received by the Distributor
or its designee before the close of its business day. 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 or 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"). Plan
sponsors, administrators or trustees, as applicable, are
responsible for notifying the Distributor when the relevant
requirement is satisfied. 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").
Class A Shares--The public offering price for Class A shares
is the net asset value per share of that Class plus, except
for shareholders beneficially owning Fund shares on December
31, 1995, a sales load as shown below:
<TABLE>
<CAPTION>
Total Sales Load
Amount of Transaction As a % of As a % of
offering price net asset value Dealers' Reallowance as of %
per share per share of offering price
<S> <C> <C> <C>
Less than $50,000 4.50 4.70 4.25
$50,000 to less than $100,000 4.00 4.20 3.75
$100,000 to less than $250,000 3.00 3.10 2.75
$250,000 to less than $500,000 2.50 2.60 2.25
$500,000 to less than $1,000,000 2.00 2.00 1.75
$1,000,000 or more -0- -0- -0-
</TABLE>
A CDSC of 1% will be assessed at the time of
redemption of Class A shares purchased without an initial sales
charge as part of an investment of at least $1,000,000 and
redeemed within two years after purchase. The terms contained
in the section of the Fund's Prospectus entitled "How to Redeem
Shares--Contingent Deferred Sales Charge" (other than the amount
of the CDSC and time periods) are applicable to the Class A
shares subject to a CDSC. Letter of Intent and Right of
Accumulation apply to such purchases of Class A shares.
For shareholders beneficially owning Fund shares
on December 31, 1995, the public offering price for Class
A shares is the net asset value per share of that Class
plus a sales load as shown below:
<TABLE>
<CAPTION>
Total Sales Load
Amount of Transaction As a % of As a % of
offering price net asset value
per share per share
<S> <C> <C>
Less than $100,000 3.00 3.10
$100,000 to less than $250,000 2.75 2.80
$250,000 to less than $500,000 2.25 2.30
$500,000 to less than $1,000,000 2.00 2.00
$1,000,000 or more 1.00 1.00
</TABLE>
Full-time employees of NASD member firms and full-time
employees of other financial institutions which have entered
into an agreement with the Distributor pertaining to the sale of
Fund shares (or which otherwise have a brokerage related or
clearing arrangement with an NASD member firm or financial
institution with respect to the sale of such shares) may
purchase Class A shares for themselves directly or pursuant to
an employee benefit plan or other program, or for their spouses
or minor children, at net asset value, provided that they have
furnished the Distributor with such information as it may
request from time to time in order to verify eligibility for
this privilege. This privilege also applies to full-time
employees of financial institutions affiliated with NASD member
firms whose full-time employees are eligible to purchase Class A
shares at net asset value. In addition, Class A shares are
offered at net asset value to 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 Company's Board, or the spouse or minor child of
any of the foregoing.
Class A shares will be offered at net asset value
without a sales load to employees participating in Eligible
Benefit Plans. Class A shares also may be purchased (including
by exchange) at net asset value without a sales load for
Dreyfus-sponsored IRA "Rollover Accounts" with the distribution
proceeds from a qualified retirement plan or a Dreyfus-sponsored
403(b)(7) plan, provided that, at the time of such distribution,
such qualified retirement plan or Dreyfus-sponsored 403(b)(7)
plan (a) met the requirements of an Eligible Benefit Plan and
all or a portion of such plan's assets were invested in funds in
the Dreyfus Family of Funds or certain other products made
available by the Distributor to such plans, or (b) invested all
of its assets in certain funds in the Premier Family of Funds or
the Dreyfus Family of Funds or certain other products made
available by the Distributor to such plans.
Class A shares may be purchased at net asset value
through certain broker-dealers and other financial institutions
which have entered into an agreement with the Distributor, which
includes a requirement that such shares be sold for the benefit
of clients participating in a "wrap account" or a similar
program under which such clients pay a fee to such broker-dealer
or other financial institution.
Class A shares also may be purchased at net asset
value, subject to appropriate documentation, through a broker-
dealer or other financial institution with the proceeds from the
redemption of shares of a registered open-end management
investment company not managed by The Dreyfus Corporation or its
affiliates. The purchase of Class A shares of the Fund must be
made within 60 days of such redemption and the shareholder must
have either (i) paid an initial sales charge or a contingent
deferred sales charge or (ii) been obligated to pay at any time
during the holding period, but did not actually pay on
redemption, a deferred sales charge with respect to such
redeemed shares.
Class A shares also may be purchased at net asset
value, subject to appropriate documentation, by (i) qualified
separate accounts maintained by an insurance company pursuant to
the laws of any State or territory of the United States, (ii) a
State, county or city or instrumentality thereof, (iii) a
charitable organization (as defined in Section 501(c)(3) of the
Code) investing $50,000 or more in Fund shares, and (iv) a
charitable remainder trust (as defined in Section 501(c)(3) of
the Code).
The dealer reallowance may be changed from time to
time but will remain the same for all dealers. The Distributor,
at its expense, may provide additional promotional incentives to
dealers that sell shares of funds advised by The Dreyfus
Corporation which are sold with a sales load, such as Class A
shares. In some instances, those incentives may be offered only
to certain dealers who have sold or may sell significant amounts
of shares. Dealers receive a larger percentage of the sales
load from the Distributor than they receive for selling most
other funds.
Class B Shares--The public offering price for Class B shares is
the net asset value per share of that Class. No initial sales
charge is imposed at the time of purchase. A CDSC is imposed,
however, on certain redemptions of Class B shares as described
under "How to Redeem Shares." The Distributor compensates
certain Service Agents for selling Class B shares at the time of
purchase from the Distributor's own assets. The proceeds of the
CDSC and the distribution fee, in part, are used to defray these
expenses.
Class C Shares--The public offering price for Class C shares is
the net asset value per share of that Class. No initial sales
charge is imposed at the time of purchase. A CDSC is imposed,
however, on redemptions of Class C shares made within the first
year of purchase. See "Class B Shares" above and "How to Redeem
Shares."
Class R Shares--The public offering for Class R shares is the
net asset value per share of that Class.
Right of Accumulation--Class A Shares--Reduced sales loads apply
to any purchase of Class A shares, shares of other funds in the
Premier Family of Funds, shares of certain other funds advised
by The Dreyfus Corporation which are sold with a sales load and
shares acquired by a previous exchange of such shares
(hereinafter referred to as "Eligible Funds"), by you and any
related "purchaser" as defined in the Statement of Additional
Information, where the aggregate investment, including such
purchase, is $50,000 or more. If, for example, you previously
purchased and still hold Class A shares, or shares of any other
Eligible Fund or combination thereof, with an aggregate current
market value of $40,000 and subsequently purchase Class A shares
or shares of an Eligible Fund having a current value of $20,000,
the sales load applicable to the subsequent purchase would be
reduced to 4% of the offering price. All present holdings of
Eligible Funds may be combined to determine the current offering
price of the aggregate investment in ascertaining the sales load
applicable to each subsequent purchase. Class A shares
purchased by shareholders beneficially owning Fund shares on
December 31, 1995 are subject to a different sales load
schedule, as described above under "Class A Shares."
To qualify for reduced sales loads, at the time of
purchase you or your Service Agent must notify the Distributor
if orders are made by wire, or the Transfer Agent if orders are
made by mail. The reduced sales load is subject to confirmation
of your holdings through a check of appropriate records.
TeleTransfer Privilege--You may purchase 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 TeleTransfer Privilege, you
may request a TeleTransfer purchase of shares by telephoning 1-
800-645-6561 or, if you are calling from overseas, call 516-794-
5452.
SHAREHOLDER SERVICES
The services and privileges described under this
heading may not be available to clients of certain Service
Agents and some Service Agents may impose certain conditions on
their clients which are different from those described in this
Prospectus. You should consult your Service Agent in this
regard.
Fund Exchanges
You may purchase, in exchange for shares of a Class,
shares of the same Class 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. You also may exchange your Fund shares that
are subject to a CDSC for shares of Dreyfus Worldwide Dollar
Money Market Fund, Inc. The shares so purchased will be held in
a special account created solely for this purpose ("Exchange
Account"). Exchanges of shares from an Exchange Account only
can be made into certain other funds managed or administered by
The Dreyfus Corporation. No CDSC is charged when an investor
exchanges into an Exchange Account; however, the applicable CDSC
will be imposed when shares are redeemed from an Exchange
Account or other applicable Fund account. Upon redemption, the
applicable CDSC will be calculated without regard to the time
such shares were held in an Exchange Account. See "How to
Redeem Shares." Redemption proceeds for Exchange Account shares
are paid by Federal wire or check only. Exchange Account shares
also are eligible for the Auto-Exchange Privilege, Dividend
Sweep and the Automatic Withdrawal Plan. To use this service,
you should consult your Service Agent or call 1-800-645-6561 to
determine if it is available and whether any conditions are
imposed on its use. With respect to Class R shares held by
Retirement Plans, exchanges may be made only between a
shareholder's Retirement Plan account in one fund and such
shareholder's Retirement Plan account in another fund.
To request an exchange, your Service Agent acting on
your behalf 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 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 calling
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 be
automatically carried over to the fund into which the exchange
is made: Telephone Exchange Privilege, Wire Redemption
Privilege, Telephone Redemption Privilege, TeleTransfer
Privilege and the dividend/capital gain distribution option
(except for 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 of Class A shares into funds sold with a sales
load. No CDSC will be imposed on Class B or Class C shares at
the time of an exchange; however, Class B or Class C shares
acquired through an exchange will be subject to the higher CDSC
applicable to the exchanged or acquired shares. The CDSC
applicable on redemption of the acquired Class B or Class C
shares will be calculated from the date of the initial purchase
of the Class B or Class C shares exchanged, as the case may be.
If you are exchanging Class A shares 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 of the fund from which you are exchanging were: (a)
purchased with a sales load, (b) acquired by a previous exchange
from shares 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 your Service Agent must notify the Distributor.
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."
Auto-Exchange Privilege
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 the
same Class of other funds in the Premier Family of Funds or
certain other funds in the Dreyfus Family of Funds of which you
are currently an investor. With respect to Class R shares held
by Retirement Plans, exchanges pursuant to the Auto-Exchange
Privilege may be made only between a shareholder's Retirement
Plan account in one fund and such shareholder's Retirement Plan
account in another fund. 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 day 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 of Class A shares into funds sold with a sales
load. No CDSC will be imposed on Class B or Class C shares at
the time of an exchange; however, Class B or Class C shares
acquired through an exchange will be subject to the higher CDSC
applicable to the exchanged or acquired shares. The CDSC
applicable on redemption of the acquired Class B or Class C
shares will be calculated from the date of the initial purchase
of the Class B or Class C shares exchanged, as the case may be.
See "Shareholder Services" in the Statement of Additional
Information. The right to exercise this Privilege may be
modified or canceled 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 Premier Equity
Funds, Inc., 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 Premier Family of
Funds or the Dreyfus Family of Funds eligible to participate in
this Privilege, or to obtain an Auto-Exchange Authorization
Form, please call toll free 1-800-645-6561. See "Dividends,
Distributions and Taxes."
Automatic Asset Builder (Registered)
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 an Automatic
Asset Builder account, you 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 Premier Equity
Funds, Inc., 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.
Government Direct Deposit Privilege
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 cer-
tain 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
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 this Privilege. The appropriate
form may be obtained by calling 1-800-645-6561. Death or legal
incapacity will terminate your participation in this Privilege.
You may elect at any time to terminate your participation by
notifying in writing the appropriate Federal agency. The Fund
may terminate your participation upon 30 days' notice to you.
Dividend Options
Dividend Sweep enables you to invest automatically
dividends or dividends and capital gain distributions, if any,
paid by the Fund in shares of the same Class of another fund in
the Premier Family of Funds or 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 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 or class that charges
a CDSC, the shares purchased will be subject on redemption to
the CDSC, if any, applicable to the purchased shares. See
"Shareholder Services" in the Statement of Additional
Information. Dividend ACH permits 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 Premier Equity Funds, Inc., P.O. Box
9671, Providence, Rhode Island 02940-9671. To select a
new fund after cancellation, you must submit a new Dividend
Options Form. 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 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 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. Particular Retirement Plans, including Dreyfus
sponsored retirement plans, may permit certain participants to
establish an automatic withdrawal plan from such Retirement
Plans. Participants should consult their Retirement Plan
sponsor and tax adviser for details. Such a withdrawal plan is
different than the Automatic Withdrawal Plan. An application
for the Automatic Withdrawal Plan can be obtained by calling
1-800-645-6561. There is a service charge of 50 cents for each
withdrawal check. 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.
Class B and Class C shares withdrawn pursuant to the
Automatic Withdrawal Plan will be subject to any applicable
CDSC. Purchases of additional Class A shares where the sales
load is imposed concurrently with withdrawals of Class A shares
generally are undesirable.
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 toll free: for Keogh Plans, please call 1-800-358-5566;
for IRAs and IRA "Rollover Accounts," please call
1-800-645-6561; for SEP-IRAs, 401(k) Salary Reduction Plans and
403(b)(7) Plans, please call 1-800-322-7880.
Letter of Intent--Class A Shares
By signing a Letter of Intent form, which can be
obtained by calling 1-800-645-6561, you become eligible for the
reduced sales load applicable to the total number of Eligible
Fund shares purchased in a 13-month period pursuant to the terms
and conditions set forth in the Letter of Intent. A minimum
initial purchase of $5,000 is required. To compute the
applicable sales load, the offering price of shares you hold (on
the date of submission of the Letter of Intent) in any Eligible
Fund that may be used toward "Right of Accumulation" benefits
described above may be used as a credit toward completion of the
Letter of Intent. However, the reduced sales load will be
applied only to new purchases.
The Transfer Agent will hold in escrow 5% of the
amount indicated in the Letter of Intent for payment of a higher
sales load if you do not purchase the full amount indicated in
the Letter of Intent. The escrow will be released when you
fulfill the terms of the Letter of Intent by purchasing the
specified amount. If your purchases qualify for a further sales
load reduction, the sales load will be adjusted to reflect your
total purchase at the end of 13 months. If total purchases are
less than the amount specified, you will be requested to remit
an amount equal to the difference between the sales load
actually paid and the sales load applicable to the aggregate
purchases actually made. If such remittance is not received
within 20 days, the Transfer Agent, as attorney-in-fact pursuant
to the terms of the Letter of Intent, will redeem an appropriate
number of Class A shares of the Fund held in escrow to realize
the difference. Signing a Letter of Intent does not bind you to
purchase, or the Fund to sell, the full amount indicated at the
sales load in effect at the time of signing, but you must
complete the intended purchase to obtain the reduced sales load.
At the time you purchase Class A shares, you must indicate your
intention to do so under a Letter of Intent. Purchases made
pursuant to a Letter of Intent will be made at the then-current
net asset value plus the applicable sales load in effect at the
time such Letter of Intent was executed.
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 as described below. If you hold Fund shares of more than
one Class, any request for redemption must specify the Class of
shares being redeemed. If you fail to specify the Class of
shares to be redeemed or if you own fewer shares of the Class
than specified to be redeemed, the redemption request may be
delayed until the Transfer Agent receives further instructions
from you or your Service Agent.
The Fund imposes no charges (other than any applicable
CDSC) when shares are redeemed. Service Agents or other
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 upon the Fund's
then-current net asset value.
Distributions from qualified Retirement Plans, IRAs
(including IRA "Rollover Accounts") and certain non-qualified
deferred compensation plans, except distributions representing
returns of non-deductible contributions to the Retirement Plan
or IRA, generally are taxable income to the participant.
Distributions from such a Retirement Plan or IRA to a
participant prior to the time the participant reaches age 59-1/2
or becomes permanently disabled may subject the participant to
an additional 10% penalty tax imposed by the IRS. Participants
should consult their tax advisers concerning the timing and
consequences of distributions from a Retirement Plan or IRA.
Participants in qualified Retirement Plans will receive a
disclosure statement describing the consequences of a
distribution from such a Plan from the administrator, trustee or
custodian of the Plan, before receiving the distribution. The
Fund will not report to the IRS redemptions of Fund shares by
qualified Retirement Plans, IRAs or certain non-qualified
deferred compensation plans. The administrator, trustee or
custodian of such Retirement Plans and IRAs will be responsible
for reporting distributions from such Plans and IRAs to the IRS.
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 THE TELETRANSFER
PRIVILEGE OR THROUGH 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, TELETRANSFER PURCHASE OR
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 TELETRANSFER PRIVILEGE FOR A PERIOD OF EIGHT BUSINESS DAYS
AFTER RECEIPT BY THE TRANSFER AGENT OF THE PURCHASE CHECK, THE
TELETRANSFER PURCHASE OR THE 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.
The Fund reserves the right to redeem your account at
its option upon not less than 45 days' written notice if your
account's net asset value is $500 or less and remains so during
the notice period.
Contingent Deferred Sales Charge
Class B Shares--A CDSC payable to the Distributor is imposed on
any redemption of Class B shares which reduces the current net
asset value of your Class B shares to an amount which is lower
than the dollar amount of all payments by you for the purchase
of Class B shares of the Fund held by you at the time of
redemption. No CDSC will be imposed to the extent that the net
asset value of the Class B shares redeemed does not exceed (i)
the current net asset value of Class B shares acquired through
reinvestment of dividends or capital gain distributions, plus
(ii) increases in the net asset value of your Class B shares
above the dollar amount of all your payments for the purchase of
Class B shares held by you at the time of redemption.
If the aggregate value of Class B shares redeemed has
declined below their original cost as a result of the Fund's
performance, a CDSC may be applied to the then-current net asset
value rather than the purchase price.
In circumstances where the CDSC is imposed, the amount
of the charge will depend on the number of years from the time
you purchased the Class B shares until the time of redemption of
such shares. Solely for purposes of determining the number of
years from the time of any payment for the purchase of Class B
shares, all payments during a month will be aggregated and
deemed to have been made on the first day of the month. The
following table sets forth the rates of the CDSC:
CDSC as a
% of Amount
Year Since Invested or
Purchase Payment Redemption
Was Made Proceeds
First . . . . . .. . . . . . . . . . . . . . . 4.00
Second. . . . . .. . . . . . . . . . . . . . . 4.00
Third . . . . . .. . . . . . . . . . . . . . . 3.00
Fourth. . . . . .. . . . . . . . . . . . . . . 3.00
Fifth . . . . . .. . . . . . . . . . . . . . . 2.00
Sixth . . . . . .. . . . . . . . . . . . . . . 1.00
In determining whether a CDSC is applicable to a
redemption, the calculation will be made in a manner that
results in the lowest possible rate. It will be assumed that
the redemption is made first of amounts representing shares
acquired pursuant to the reinvestment of dividends and
distributions; then of amounts representing the increase in net
asset value of Class B shares above the total amount of payments
for the purchase of Class B shares made during the preceding six
years; then of amounts representing the cost of shares purchased
six years prior to the redemption; and finally, of amounts
representing the cost of shares held for the longest period of
time within the applicable six-year period.
For example, assume an investor purchased 100 shares
at $10 share for a cost of $1,000. Subsequently, the
shareholder acquired five additional shares through dividend
reinvestment. During the second year after the purchase the
investor decided to redeem $500 of his or her investment.
Assuming at the time of the redemption the net asset value had
appreciated to $12 per share, the value of the investor's shares
would be $1,260 (105 shares at $12 per share). The CDSC would
not be applied to the value of the reinvested dividend shares
and the amount which represents appreciation ($260). Therefore,
$240 of the $500 redemption proceeds ($500 minus $260) would be
charged at a rate of 4% (the applicable rate in the second year
after purchase) for a total CDSC of $9.60.
Class C Shares--A CDSC of 1% payable to the Distributor is
imposed on any redemption of Class C shares within one year of
the date of purchase. The basis for calculating the payment of
any such CDSC will be the method used in calculating the CDSC
for Class B shares. See "Contingent Deferred Sales
Charge--Class B Shares" above.
Waiver of CDSC--The CDSC applicable to Class B and Class C
shares may be waived in connection with (a) redemptions made
within one year after the death or disability, as defined in
Section 72(m)(7) of the Code, of the shareholder, (b)
redemptions by employees participating in Eligible Benefit
Plans, (c) redemptions as a result of a combination of any
investment company with the Fund by merger, acquisition of
assets or otherwise and (d) a distribution following retirement
under a tax-deferred retirement plan or upon attaining age
70-1/2 in the case of an IRA or Keogh plan or custodial account
pursuant to Section 403(b) of the Code. If the Company's Board
determines to discontinue the waiver of the CDSC, the disclosure
in the Fund's prospectus will be revised appropriately. Any
Fund shares subject to a CDSC which were purchased prior to the
termination of such waiver will have the CDSC waived as provided
in the Fund's prospectus at the time of the purchase of such
shares.
To qualify for a waiver of the CDSC, at the time of
redemption you must notify the Transfer Agent or your Service
Agent must notify the Distributor. Any such qualification is
subject to confirmation of your entitlement.
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
TeleTransfer Privilege. If you are a client of a Selected
Dealer, you may redeem shares through the Selected Dealer. If
you have given your Service Agent authority to instruct the
Transfer Agent to redeem shares and to credit the proceeds of
such redemptions to a designated account at your Service Agent,
you may redeem shares only in this manner and in accordance with
the regular redemption procedure described below. If you wish
to use the other redemption methods described below, you must
arrange with your Service Agent for delivery of the required
application(s) to the Transfer Agent. Other redemption
procedures may be in effect for clients of certain Service
Agents and institutions. 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.
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, or a representative of your Service Agent, 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 pro-
cedures 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 Premier Equity
Funds, Inc., P.O. Box 9671, Providence, Rhode Island 02940-9671.
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 contact your Service
Agent or call the telephone number listed on the cover of this
Prospectus.
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. Shares held under
Keogh Plans, IRAs or other retirement plans, and shares for
which certificates have been issued, are not eligible for this
Privilege.
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. Shares held under Keogh
Plans, IRAs or other retirement plans, and shares for which
certificates have been issued, are not eligible for this
Privilege.
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 TeleTransfer Privilege for transfer to their bank
account not more than $250,000 within any 30-day period.
If you have selected the TeleTransfer Privilege, you
may request a TeleTransfer redemption of shares by telephoning
1-800-645-6561 or, if you are calling from overseas, call 516-
794-5452. Shares held under Keogh Plans, IRAs or other
retirement plans, and shares issued in certificate form, are not
eligible for this Privilege.
Redemption Through a Selected Dealer--If you are a customer of a
Selected Dealer, you may make redemption requests to your
Selected Dealer. If the Selected Dealer transmits the
redemption request so that it is received by the Transfer Agent
prior to the close of trading on the floor of the New York Stock
Exchange (currently 4:00 p.m., New York time), the redemption
request will be effective on that day. If a redemption request
is received by the Transfer Agent after the close of trading on
the floor of the New York Stock Exchange, the redemption request
will be effective on the next business day. It is the
responsibility of the Selected Dealer to transmit a request so
that it is received in a timely manner. The proceeds of the
redemption are credited to your account with the Selected
Dealer. See "How to Buy Shares" for a discussion of additional
conditions or fees that may be imposed upon redemption.
In addition, the Distributor or its designee will
accept orders from Selected Dealers with which the Distributor
has sales agreements for the repurchase of shares held by
shareholders. Repurchase orders received by dealers by 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
Selected Dealer to transmit orders on a timely basis. The
Selected Dealer may charge the shareholder a fee for executing
the order. This repurchase arrangement is discretionary and may
be withdrawn at any time.
Reinvestment Privilege--Class A Shares--Upon written request,
you may reinvest up to the number of Class A shares you have
redeemed, within 30 days of redemption, at the then-prevailing
net asset value without a sales load, or reinstate your account
for the purpose of exercising the Exchange Privilege. The
Reinvestment Privilege may be exercised only once.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN
(CLASS A, CLASS B and CLASS C ONLY)
Class B and Class C shares are subject to a
Distribution Plan and Class A, Class B and Class C shares are
subject to a Shareholder Services Plan.
Distribution Plan--Under the Distribution Plan, adopted pursuant
to Rule 12b-1 under the 1940 Act, the Fund pays the Distributor
for distributing the Fund's Class B and Class C shares at an
annual rate of .75 of 1% of the value of the average daily net
assets of Class B and Class C.
Shareholder Services Plan--Under the Shareholder Services Plan,
the Fund pays the Distributor for the provision of certain
services to the holders of Class A, Class B and Class C shares a
fee at the annual rate of .25 of 1% of the value of the average
daily net assets of each such Class. The services provided may
include personal services relating to shareholder accounts, such
as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to
the maintenance of shareholder accounts. The Distributor may
make payments to Service Agents in respect of these services.
The Distributor determines the amounts to be paid to Service
Agents.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Under the Code, the Fund is treated as a separate
entity for purposes of qualification and taxation as a regulated
investment company. The Fund ordinarily pays dividends from its
net investment income 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 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 in
cash or to reinvest in additional shares at net asset value.
Dividends and distributions paid in cash to Retirement Plans,
however, may be subject to additional tax as described below.
All expenses are accrued daily and deducted before declaration
of dividends to investors. Dividends paid by each Class will be
calculated at the same time and in the same manner and will be
of the same amount, except that the expenses attributable solely
to a particular Class will be borne exclusively by such Class.
Class B and C shares will receive lower per share dividends than
Class A shares which will receive lower per share dividends than
Class R shares because of the higher expenses borne by the
relevant Class. See "Fee Table."
Dividends paid by the Fund to qualified Retirement
Plans, IRAs (including IRA "Rollover Accounts") or certain non-
qualified deferred compensation plans ordinarily will not be
subject to taxation until the proceeds are distributed from the
Retirement Plan or IRA. The Fund will not report dividends paid
to such Plans and IRAs to the IRS. Generally, distributions
from such Retirement Plans and IRAs, except those representing
returns of non-deductible contributions thereto, will be taxable
as ordinary income and, if made prior to the time the
participant reaches age 59-1/2, generally will be subject to an
additional tax equal to 10% of the taxable portion of the
distribution. If the distribution from such a Retirement Plan
(other than certain governmental or church plans) or IRA for any
taxable year following the year in which the participant reaches
age 70-1/2 is less than the "minimum required distribution" for
that taxable year, an excise tax equal to 50% of the deficiency
may be imposed by the IRS. The administrator, trustee or
custodian of such a Retirement Plan or IRA will be responsible
for reporting distributions from such Plans and IRAs to the IRS.
Participants in qualified Retirement Plans will receive a
disclosure statement describing the consequences of a
distribution from such a Plan from the administrator, trustee or
custodian of the Plan prior to receiving the distribution.
Moreover, certain contributions to a qualified Retirement Plan
or IRA in excess of the amounts permitted by law may be subject
to an excise tax.
Dividends derived from net investment income, together
with distributions from net realized short-term securities gains
and all or a portion of any gains realized from the sale or
other disposition of certain market discount bonds, paid by the
Fund will be taxable to U.S. shareholders and to certain
non-qualified Retirement Plans as ordinary income whether
received in cash or reinvested in additional shares.
Distributions from net realized long-term securities gains of
the Fund will be taxable to U.S. shareholders and to certain
non-qualified Retirement Plans as long-term capital gains for
Federal income tax purposes, regardless of how long shareholders
have held their Fund shares and whether such distributions are
received in cash or reinvested in Fund shares. The Code
provides that the net capital gain of an individual generally
will not be subject to Federal income tax 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 gains 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. Participants in a
Retirement Plan or IRA should receive periodic statements from
the trustee, custodian or administrator of their Plan.
The Code provides for the "carryover" of some or all
of the sales load imposed on Class A shares if an investor
exchanges such shares for shares of another fund advised or
administered by The Dreyfus Corporation within 91 days of
purchase and such other fund reduces or eliminates its otherwise
applicable sales load for the purpose of the exchange. In this
case, the amount of the sales load charged the investor for such
shares, up to the amount of the reduction of the sales load
charge on the exchange, is not included in the basis of such
shares for purposes of computing gain or loss on the exchange,
and instead is added to the basis of the fund shares received on
the exchange.
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, or an exchange on behalf
of a Retirement Plan which is not tax exempt may result in, a
taxable gain or loss.
With respect to individual investors and certain non-
qualified Retirement Plans, 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 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 consti-
tute 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 Company believes that the Fund has
qualified for the fiscal year ended September 30, 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
earnings 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.
PERFORMANCE INFORMATION
For purposes of advertising, performance for each
Class may be calculated on the basis of average annual total
return and/or total return. These total return figures reflect
changes in the price of the shares and assume that any income
dividends and/or capital gains distributions made by the Fund
during the measuring period were reinvested in shares of the
same Class. These figures also take into account any applicable
service and distribution fees. As a result, at any given time,
the performance of Class B and Class C should be expected to be
lower than that of Class A and the performance of Class A, Class
B and Class C should be expected to be lower than that of Class
R. Performance for each Class will be calculated separately.
Average annual total return is calculated pursuant to
a standardized formula which assumes that an investment 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 (or maximum
offering price in the case of Class A shares) 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. Total
return also may be calculated by using the net asset value per
share at the beginning of the period instead of the maximum
offering price per share at the beginning of the period for
Class A shares or without giving effect to any applicable CDSC
at the end of the period for Class B or Class C shares.
Calculations based on the net asset value per share do not
reflect the deduction of the sales load on the Fund's Class A
shares, which, if reflected, would reduce the performance
quoted.
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., Standard &
Poor's 500 Composite Stock Price Index, the Dow Jones Industrial
Average, Morningstar, Inc. and other industry publications.
GENERAL INFORMATION
The Company was originally incorporated under Delaware
law in November 1968 and became a Maryland corporation on April
30, 1974. Before December __, 1995, the Company's name was
Premier Capital Growth Fund, Inc. and before February 1993 it
was The Dreyfus Leverage Fund, Inc. The Company is authorized
to issue 800 million shares of Common Stock (with 200 million
allocated to the Fund), par value $1.00 per share. The Fund's
shares are classified into four classes--Class A, Class B, Class
C and Class R. Each share has one vote and shareholders will
vote in the aggregate and not by class except as otherwise
required by law. However, only holders of Class B or Class C
shares, as the case may be, will be entitled to vote on matters
submitted to shareholders pertaining to its Distribution Plan.
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 Company's By-Laws, the
holders of at least 10% of the shares outstanding and entitled
to vote may require the Company to hold a special meeting of
shareholders for purposes of removing a Board member from office
or for any other purpose. Shareholders may remove a Board
member by the affirmative vote of a majority of the Company's
outstanding voting shares. In addition, the 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 Company is a "series fund," which is a mutual fund
divided into separate portfolios, each of which is treated as a
separate entity for certain matters under the 1940 Act and for
other purposes. A shareholder of one portfolio is not deemed to
be a shareholder of any other portfolio. For certain matters
shareholders vote together as a group; as to others they vote
separately by portfolio. By this Prospectus, shares of the Fund
are being offered. Other portfolios are sold pursuant to other
offering documents.
To date, the Board has authorized the creation of
three series of shares. All consideration received by the
Company for shares of one of the series and all assets in which
such consideration is invested will belong to that series
(subject only to the rights of creditors of the Company) and
will be subject to the liabilities related thereto. The income
attributable to, and the expenses of, one series are treated
separately from those of the other series. The Company has the
ability to create, from time to time, new series without
shareholder approval.
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.
<PAGE>
APPENDIX
Investment Techniques
Leverage--Leveraging will exaggerate the effect on net asset
value of any increase or decrease in the market value of the
Fund's portfolio. Money borrowed for leveraging will be limited
to 10% of the value of the Fund's total assets. These
borrowings will be subject to interest costs which may or may
not be recovered by appreciation of the securities purchased; in
certain cases, interest costs may exceed the return received on
the securities purchased.
The Fund may enter into reverse repurchase agreements
with banks, brokers or dealers. This form of borrowing involves
the transfer by the Fund of an underlying debt instrument in
return for cash proceeds based on a percentage of the value of
the security. The Fund retains the right to receive interest
and principal payments on the security. At an agreed upon
future date, the Fund repurchases the security at principal plus
accrued interest. Except for these transactions, the Fund's
borrowings generally will be unsecured.
Short-Selling--In these transactions, the Fund sells a security
it does not own in anticipation of a decline in the market value
of the security. To complete the transaction, the Fund must
borrow the security to make delivery to the buyer. The Fund is
obligated to replace the security borrowed by purchasing it
subsequently at the market price at the time of replacement.
The price at such time may be more or less than the price at
which the security was sold by the Fund. The Fund will incur a
loss if the price of the security increases between the date of
the short sale and the date on which the Fund replaces the
borrowed security; it will realize a gain if the security
declines in price between those dates.
Securities will not be sold short if, after effect is
given to any such short sale, the total market value of all
securities sold short would exceed 25% of the value of the
Fund's net assets. The Fund may not sell short the securities
of any single issuer listed on a national securities exchange to
the extent of more than 5% of the value of the Fund's net
assets. The Fund may not sell short the securities of any class
of an issuer if, as a result of such sale, the Fund would have
sold short in the aggregate more than 5% of the outstanding
securities of that class.
The Fund also may make short sales "against the box,"
in which the Fund enters into a short sale of a security it owns
in order to hedge an unrealized gain on the security. At no
time will more than 15% of the value of the Fund's net assets be
in deposits on short sales against the box.
Use of Derivatives--Although the Fund will not be a commodity
pool, Derivatives subject the Fund to the rules of the Commodity
Futures Trading Commission which limit the extent to which the
Fund can invest in certain Derivatives. The Fund may invest in
futures contracts and options with respect thereto for hedging
purposes without limit. However, the Fund may not invest in
such contracts and options for other purposes if the sum of the
amount of initial margin deposits and premiums paid for
unexpired options with respect to such contracts, other than for
bona fide hedging purposes, exceed 5% of the liquidation value
of the Fund's assets, after taking into account unrealized
profits and unrealized losses on such contracts and options;
provided, however, that in the case of an option that is
in-the-money at the time of purchase, the in-the-money amount
may be excluded in calculating the 5% limitation.
The Fund may invest up to 5% of its assets,
represented by the premium paid, in the purchase of call and put
options. The Fund may write (i.e., sell) covered call and put
option contracts to the extent of 20% of the value of its net
assets at the time such option contracts are written. 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 purchase of
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.
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 its Derivatives were poorly
correlated with its other investments, or if the Fund 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.
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 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.
Certain Portfolio Securities
Convertible Securities--Convertible securities are fixed-income
securities that may be converted at either a stated price or
stated rate into underlying shares of common stock and,
therefore, are deemed to be equity securities for purposes of
the Fund's management policies. 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.
American, European and Continental Depositary Receipts--The Fund
may invest in the securities of foreign issuers in the form of
American Depositary Receipts ("ADRs") and European Depositary
Receipts ("EDRs"). These securities may not necessarily be
denominated in the same currency as the securities into which
they may be converted. ADRs are receipts typically issued by a
United States bank or trust company which evidence ownership of
underlying securities issued by a foreign corporation. EDRs,
which are sometimes referred to as Continental Depositary
Receipts ("CDRs"), are receipts issued in Europe typically by
non-United States banks and trust companies that evidence
ownership of either foreign or domestic securities. Generally,
ADRs in registered form are designed for use in the United
States securities markets and EDRs and CDRs in bearer form are
designed for use in Europe.
Warrants--A warrant is an instrument issued by a corporation
which gives the holder the right to subscribe to a specified
amount of the corporation's capital stock at a set price for a
specified period of time. The Fund may invest up to 5% of its
net assets in warrants, except that this limitation does not
apply to warrants purchased by the Fund that are sold in units
with, or attached to, other securities.
Money Market Instruments--The Fund may invest, in the
circumstances described under "Description of the Fund--
Management Policies," 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.
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
Investors Service, Inc. ("Moody's"), A-1 by Standard & Poor's
Ratings Group, a division of The McGraw Hill Companies, Inc.
("S&P"), F-1 by Fitch Investors Service, L.P. ("Fitch") or
Duff-1 by Duff & Phelps Credit Rating Co. ("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 Corporation
to be of comparable quality to those rated obligations which may
be purchased by the Fund.
Illiquid Securities--The Fund may invest up to 15% 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 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>
PROSPECTUS ___________, 199_
PREMIER EMERGING MARKETS FUND
Premier Emerging Markets Fund (the "Fund") is a separate
non-diversified portfolio of Premier Equity Funds, Inc., an
open-end, management investment company (the "Company"), known
as a mutual fund. The Fund's investment objective is long-term
capital growth. The Fund will invest principally in the equity
securities of foreign issuers in countries with emerging
markets.
By this Prospectus, the Fund is offering four Classes of
shares--Class A, Class B, Class C and Class R--which are
described herein. See "Alternative Purchase Methods."
You can purchase or redeem all Classes of shares by
telephone using the TeleTransfer Privilege.
The Dreyfus Corporation will professionally manage 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 January 2,
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. Mutual fund shares
involve certain investment risks, including the possible loss of
principal. The net asset value of funds of this type will
fluctuate from time to time.
TABLE OF CONTENTS
Page
Fee Table . . . . . . . . . . . . . . . . . .
Alternative Purchase Methods. . . . . . . . .
Description of the Fund . . . . . . . . . . .
Management of the Fund. . . . . . . . . . . .
How to Buy Shares . . . . . . . . . . . . . .
Shareholder Services. . . . . . . . . . . . .
How to Redeem Shares. . . . . . . . . . . . .
Distribution Plan and Shareholder
Services Plan . . . . . . . . . . . . . . .
Dividends, Distributions and Taxes. . . . . .
Performance Information . . . . . . . . . . .
General Information . . . . . . . . . . . . .
Appendix. . . . . . . . . . . . . . . . . . .
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.
<TABLE>
<CAPTION>
FEE TABLE
Class A Class B Class C Class R
<S> <C> <C> <C> <C>
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases (as a
percentage of offering price). . 4.50% None
Maximum Deferred Sales Charge Imposed on
Redemptions (as a percentage of the
amount subject to charge). . . . . . None* 4.00% 1.00% None
Annual Fund Operating Expenses
(as a percentage of average daily net assets)
Management Fees 1.25% 1.25% 1.25% 1.25%
12b-1 Fees None .75% .75% None
Other Expenses .___% .___% .___% .___%
Total Fund Operating Expenses .___% .___% .___% .___%
Example:
You would pay the following expenses
on a $1,000 investment, assuming (1) 5%
annual return and (2) except where noted,
redemption at the end of each time period:
1 Year. . $___ $_/$__** $_/$_** $_
3 Years $___ $_/$__** $_ $_
_____________
* A contingent deferred sales charge of 1.00% may be assessed on certain redemptions of
Class A shares purchased without an initial sales charge as part of an investment of $1
million or more.
** Assuming no redemption of shares.
</TABLE>
The amounts listed in the example should not be
considered as representative of 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%.
________________________________________________________________
The purpose of the foregoing table is to assist you in
understanding the costs and expenses borne by the Fund and
investors, the payment of which will reduce investors' annual
return. Other Expenses are based on estimated amounts for the
current fiscal year. Long-term investors in Class B or Class C
shares could pay more in 12b-1 fees than the economic equivalent
of paying a front-end sales charge. The information in the
foregoing table does not reflect any fee waivers or expense
reimbursement arrangements that may be in effect. Certain
Service Agents (as defined below) may charge their clients
direct fees for effecting transactions in Fund shares; such fees
are not reflected in the foregoing table. For a further
description of the various costs and expenses incurred in the
operation of the Fund, as well as expense reimbursement or
waiver arrangements, see "Management of the Fund," "How to Buy
Shares" and "Distribution Plan and Shareholder Services Plan."
ALTERNATIVE PURCHASE METHODS
The Fund offers you four methods of purchasing shares.
Orders for purchases of Class R shares, however, may be placed
only for certain eligible investors as described below. If you
are not eligible to purchase Class R shares, you may choose from
Class A, Class B and Class C the Class of shares that best suits
your needs, given the amount of your purchase, the length of
time you expect to hold your shares and any other relevant
circumstances. Each Fund share represents an identical pro rata
interest in the Fund's investment portfolio.
Class A shares are sold at net asset value per share plus
a maximum initial sales charge of 4.50% of the public offering
price imposed at the time of purchase. The initial sales charge
may be reduced or waived for certain purchases. See "How to Buy
Shares--Class A Shares." These shares are subject to an annual
service fee at the rate of .25 of 1% of the value of the average
daily net assets of Class A. See "Distribution Plan and
Shareholder Services Plan--Shareholder Services Plan."
Class B shares are sold at net asset value per share with
no initial sales charge at the time of purchase; as a result,
the entire purchase price is immediately invested in the Fund.
Class B shares are subject to a maximum 4% contingent deferred
sales charge ("CDSC"), which is assessed only if you redeem
Class B shares within six years of purchase. See "How to Buy
Shares--Class B Shares" and "How to Redeem Shares--Contingent
Deferred Sales Charge--Class B Shares." These shares also are
subject to an annual service fee at the rate of .25 of 1% of the
value of the average daily net assets of Class B. In addition,
Class B shares are subject to an annual distribution fee at the
rate of .75 of 1% of the value of the average daily net assets
of Class B. See "Distribution Plan and Shareholder Services
Plan." The distribution fee paid by Class B will cause such
Class to have a higher expense ratio and to pay lower dividends
than Class A. Approximately six years after the date of
purchase, Class B shares automatically will convert to Class A
shares, based on the relative net asset values for shares of
each such Class, and will no longer be subject to the
distribution fee. Class B shares that have been acquired
through the reinvestment of dividends and distributions
will be converted on a pro rata basis together with other Class
B shares, in the proportion that a shareholder's Class B shares
converting to Class A shares bears to the total Class B shares
not acquired through the reinvestment of dividends and
distributions.
Class C shares are sold at net asset value per share with
no initial sales charge at the time of purchase; as a result,
the entire purchase price is immediately invested in the Fund.
Class C shares are subject to a 1% CDSC, which is assessed only
if you redeem Class C shares within one year of purchase. See
"How to Redeem Shares--Class C Shares." These shares also are
subject to an annual service fee at the rate of .25 of 1%, and
an annual distribution fee at the rate of .75 of 1%, of the
value of the average daily net assets of Class C. See
"Distribution Plan and Shareholder Services Plan." The
distribution fee paid by Class C will cause such Class to have a
higher expense ratio and to pay lower dividends than Class A.
Class R shares may not be purchased directly by
individuals, although eligible institutions may purchase Class R
shares for certain accounts maintained by individuals. Class R
shares are sold at net asset value per share only to
institutional investors acting for themselves or in a fiduciary,
advisory, agency, custodial or similar capacity for qualified or
non-qualified employee benefit plans, including pension, profit-
sharing, SEP-IRAs and other deferred compensation plans, whether
established by corporations, partnerships, non-profit entities
or state and local governments, but not including IRAs or IRA
"Rollover Accounts." Class R shares are not subject to an
annual service fee or distribution fee.
The decision as to which Class of shares is more
beneficial to you depends on the amount and the intended length
of your investment. If you are not eligible to purchase Class R
shares, you should consider whether, during the anticipated life
of your investment in the Fund, the accumulated distribution fee
and CDSC, if any, on Class B or Class C shares would be less
than the initial sales charge on Class A shares purchased at the
same time, and to what extent, if any, such differential would
be offset by the return of Class A. Additionally, investors
qualifying for reduced initial sales charges who expect to
maintain their investment for an extended period of time might
consider purchasing Class A shares because the accumulated
continuing distribution fees on Class B or Class C shares may
exceed the initial sales charge on Class A shares during the
life of the investment. Finally, you should consider the effect
of the CDSC period and any conversion rights of the Classes in
the context of your own investment time frame. For example,
while Class C shares have a shorter CDSC period than Class B
shares, Class C shares do not have a conversion feature and,
therefore, are subject to an ongoing distribution fee.
Thus, Class B shares may be more attractive than Class C shares
to investors with longer term investment outlooks. Generally,
Class A shares may be more appropriate for investors who invest
$100,000 or more in Fund shares, but will not be appropriate for
investors who invest less than $50,000 in Fund shares.
DESCRIPTION OF THE FUND
Investment Objective
The Fund's investment objective is long-term capital
growth. It 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
objective will be achieved.
Management Policies
Under normal circumstances, the Fund will invest at least
65% of the value of its total assets in equity securities of
foreign issuers in countries having emerging markets. For
purposes of the Fund's operations, "emerging markets" will
consist of all countries determined by The Dreyfus Corporation
to have developing or emerging economies and markets. These
countries generally include every country in the world except
the United States, Canada, Japan, Australia and countries
located in Western Europe. The assets of the Fund ordinarily
will be invested in the securities of issuers in at least three
different emerging markets. The Fund does not anticipate that
it will invest more than 25% of the value of its total assets in
the securities of issuers in any one emerging market country.
Issuers whose principal activities are in emerging
markets countries include issuers (1) organized under the laws
of, (2) whose securities have their primary trading market in,
(3) deriving at least 50% of their revenues or profits from
goods sold, investments made, or services performed in, or (4)
having at least 50% of their assets located in, an emerging
markets country. The Dreyfus Corporation will base
determinations as to eligibility on publicly available
information and inquiries made to the companies.
The equity securities in which the Fund may invest
consist of common stocks and preferred stocks. Certain emerging
markets are closed in whole or in part to equity investments by
foreigners. The Fund may be able to invest in such markets
solely or primarily through investment vehicles, such as
closed-end investment companies, authorized by such emerging
market country's government. See "Appendix--Certain Portfolio
Securities--Closed-End Investment Companies."
While seeking desirable equity investments, the Fund may
invest 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." Under normal market conditions, the Fund
does not expect to have a substantial portion of its assets
invested in money market instruments. However, when The Dreyfus
Corporation determines that adverse market conditions exist, the
Fund may adopt a temporary defensive posture and invest all of
its assets in money market instruments. The Fund also may
invest in money market instruments in anticipation of investing
cash positions.
The Fund's annual portfolio turnover rate is not expected
to exceed 150%. Higher portfolio turnover rates usually
generate additional brokerage commissions and expenses and the
short-term gains realized from these transactions are taxable to
shareholders as ordinary income. In addition, the Fund
currently intends to engage in foreign currency transactions,
options and futures transactions and short-selling. See also
"Investment Considerations and Risks" and "Appendix--Investment
Techniques" below and "Investment Objective 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 Objective 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. This risk may be incurred by the Fund's
investing in issuers in emerging markets, as more fully
described below.
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, possible seizure or nationalization of
foreign deposits and possible adoption of governmental
restrictions which might adversely affect the payment of
principal and interest on the foreign securities or might
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.
The risks associated with investing in foreign
securities are often heightened for investments in developing or
emerging markets. These heightened risks include (i) greater
risks of expropriation, confiscatory taxation, nationalization,
and less social, political and economic stability; (ii) the
small current size of the markets for securities of emerging
markets issuers and the currently low or nonexistent volume of
trading, resulting in lack of liquidity and in price volatility;
(iii) certain national policies which may restrict the Fund's
investment opportunities including restrictions in investing in
issuers or industries deemed sensitive to relevant national
interests; and (iv) the absence of developed legal structures
governing private or foreign investment and private property.
In addition, some emerging market countries may have fixed or
managed currencies which are not free-floating against the U.S.
dollar. Further, certain emerging market currencies may not be
internationally traded. Certain of these currencies have
experienced a steady devaluation relative to the U.S. dollar.
If the Fund is unable to hedge the U.S. dollar value
of securities it owns denominated in such currencies, the Fund's
net asset value will be adversely affected. Many emerging
markets countries have experienced substantial, and in some
periods extremely high, rates of inflation for many years.
Inflation and rapid fluctuations in inflation rates have had,
and may continue to have, negative effects on the economies and
securities markets of certain emerging market countries.
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 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."
Use of Derivatives--The Fund may invest 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 and futures. While Derivatives can
be used effectively in furtherance of the Fund's investment
objective, under certain market conditions, they can increase
the volatility of the Fund's net asset value, can decrease the
liquidity of the Fund's investments and make more difficult the
accurate pricing of the Fund's portfolio. See
"Appendix--Investment Techniques--Use of Derivatives" below, and
"Investment Objective and Management Policies--Management
Policies--Derivatives" in the Statement of Additional
Information.
Non-Diversified Status--The Fund's classification as a "non-
diversified" investment company means that the proportion of the
Fund's assets that may be invested in the securities of a single
issuer is not limited by the 1940 Act. A "diversified"
investment company is required by the 1940 Act generally to
invest, with respect to 75% of its total assets, not more than
5% of such assets in the securities of a single issuer. Since a
relatively high percentage of the Fund's assets may be invested
in the securities of a limited number of issuers, some of which
may be within the same industry, the Fund's portfolio may be
more sensitive to changes in the market value of a single issuer
or industry. However, to meet Federal tax requirements, at the
close of each quarter the Fund may not have more than 25% of its
total assets invested in any one issuer and, with respect to 50%
of total assets, not more than 5% of its total assets invested
in any one issuer. The Fund may not invest more than 25% of its
assets in any one industry. These limitations do not apply to
U.S. Government securities.
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
Investment 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
October 31, 1995, The Dreyfus Corporation managed or
administered approximately $81 billion in assets for more than
1.8 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 Company, subject to the authority of the
Company's Board in accordance with Maryland law. The Fund's
primary portfolio manager is Kelly McDermott. She has held
that position since inception of the Fund and has been employed
by The Dreyfus Corporation since June 1992. Previously, Ms.
McDermott served in the institutional division of European Sales
at Morgan Stanley & Co. Incorporated, Salomon Brothers, Inc. and
Kleinwort Benson. 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 comprehensive 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 $209 billion in assets as of September 30, 1995,
including approximately $80 billion in proprietary mutual fund
assets. As of September 30, 1995, Mellon, through various
subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $717 billion
in assets, including approximately $55 billion in mutual fund
assets.
Under the terms of the Management Agreement, the Fund has
agreed to pay The Dreyfus Corporation a monthly fee at the
annual rate of 1.25% of the value of the Fund's average daily
net assets. The management fee is higher than that paid by most
other investment companies. 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 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.
Expenses--All expenses incurred in the operation of the Company
will be borne by the Company, except to the extent specifically
assumed by The Dreyfus Corporation. The expenses to be borne by
the Company will include: organizational costs, taxes,
interest, brokerage fees and commissions, if any, fees of Board
members who are not officers, directors, employees or holders of
5% or more of the outstanding voting securities of The Dreyfus
Corporation or any of its affiliates, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory
fees, charges of registrars and custodians, transfer and
dividend disbursing agents' fees, outside auditing and legal
expenses, costs of maintaining the Company's existence, costs
attributable to investor services, costs of preparing and
printing prospectuses and statements of additional
information for regulatory purposes and for distribution to
existing shareholders, costs of shareholders' reports and
meetings, and any extraordinary expenses. Expenses attributable
to the Fund are charged against the assets of the Fund; other
expenses of the Company are allocated among the Company's
portfolios on the basis determined by the Company's Board,
including, but not limited to, proportionately in relation to
the net assets of each portfolio.
In addition, Class B and Class C shares may be subject to
certain distribution fees and Class A, Class B and Class C
shares may be subject to certain service fees. See
"Distribution Plan and Shareholder Services Plan."
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 Service Agents 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, is located at One American Express Plaza,
Providence, Rhode Island 02903, and serves as 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
General--Class A shares, Class B shares and Class C shares may
be purchased only by clients of certain financial institutions
(which may include banks), securities dealers ("Selected
Dealers") and other industry professionals (collectively,
"Service Agents"), except that 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 Company's Board, or the spouse or minor child of
any of the foregoing may purchase Class A shares directly
through the Distributor. Subsequent purchases may be sent
directly to the Transfer Agent or your Service Agent.
Class R shares are offered only to institutional
investors acting for themselves or in a fiduciary, advisory,
agency, custodial or similar capacity for qualified or non-
qualified employee benefit plans, including pension, profit-
sharing, SEP-IRAs and other deferred compensation plans, whether
established by corporations, partnerships, non-profit entities
or state and local governments ("Retirement Plans"). The term
"Retirement Plans" does not include IRAs or IRA "Rollover
Accounts." Class R shares may be purchased for a Retirement
Plan only by a custodian, trustee, investment manager or other
entity authorized to act on behalf of such Plan. Institutions
effecting transactions in Class R shares for the accounts of
their clients may charge their clients direct fees in connection
with such transactions.
When purchasing Fund shares, you must specify which Class
is being purchased. 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.
Service Agents may receive different levels of
compensation for selling different Classes of shares.
Management understands that some Service Agents may impose
certain conditions on their clients which are different from
those described in this Prospectus, and, to the extent permitted
by applicable regulatory authority, may charge their clients
direct fees which would be in addition to any amounts which
might be received under the Distribution Plan or Shareholder
Services Plan. You should consult your Service Agent in this
regard.
The minimum initial investment is $1,000. 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. The Fund reserves the
right to offer Fund shares without regard to minimum purchase
requirements to employees participating in certain qualified or
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 investment
minimum requirements at any time.
The Internal Revenue Code of 1986, as amended (the
"Code"), imposes various limitations on the amount that may be
contributed to certain Retirement Plans. These limitations
apply with respect to participants at the plan level and,
therefore, do not directly affect the amount that may be
invested in the Fund by a Retirement Plan. Participants and
plan sponsors should consult their tax advisers for details.
You may purchase Fund shares by check or wire, or through
the TeleTransfer Privilege described below. Checks should be
made payable to "Premier Equity Funds, Inc.," 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 Premier Equity Funds, Inc., P.O. Box 9387,
Providence, Rhode Island 02940-9387, together with your Account
Application indicating which Class of shares is being purchased.
For subsequent investments, your Fund account number should
appear on the check and an investment slip should be enclosed
and sent to Premier Equity Funds, Inc., 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.
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, together with the applicable Class' DDA # as
shown below, for purchase of Fund shares in your name:
DDA # 89001_____ Premier Equity Funds,
Inc./Premier Emerging Markets Fund/Class A
shares;
DDA # 89001_____ Premier Equity Funds,
Inc./Premier Emerging Markets Fund/Class B
shares;
DDA # 89001_____ Premier Equity Funds,
Inc./Premier Emerging Markets Fund/Class C
shares; or
DDA # 89001_____ Premier Equity Funds,
Inc./Premier Emerging Markets Fund/Class R
shares.
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,
you should call 1-800-645-6561 after completing your wire
payment to obtain your Fund account number. You should 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.
Fund shares also may be purchased through Automatic
Asset Builder and the Government Direct Deposit Privilege
described under "Shareholder Services." These services enable
you to make regularly scheduled investments and may provide you
with a convenient 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.
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
to The Bank of New York with instructions to credit your Fund
account. The instructions must specify your Fund account
registration and Fund account number preceded by the digits
"1111."
Fund shares are sold on a continuous basis. 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
York time), on each day the New York Stock Exchange is open for
business. For purposes of determining net asset value, options
and futures contracts will be valued 15 minutes after the close
of trading on the floor of the New York Stock Exchange. Net
asset value per share of each Class is computed by dividing the
value of the Fund's net assets represented by such Class (i.e.,
the value of its assets less liabilities) by the total number of
shares of such Class 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 Company's Board. For further information regarding
the methods employed in valuing the Fund's investments, see
"Determination of Net Asset Value" in the Statement of
Additional Information.
If an order is received in proper form by the Transfer
Agent or other agent by the close of trading on the floor of the
New York Stock Exchange (currently 4:00 p.m., New York time) on
a business day, Fund shares will be purchased at the public
offering price determined as of the close of trading on the
floor of the New York Stock Exchange on that day. Otherwise,
Fund shares will be purchased at the public offering price
determined as of the close of trading on the floor of the New
York Stock Exchange on the next business day, except where
shares are purchased through a dealer as provided below.
Orders for the purchase of Fund shares received by
dealers by 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 by the close of its business day
(normally 5:15 p.m., New York time) will be based on the public
offering price per share determined as of the close of trading
on the floor of the New York Stock Exchange on that day.
Otherwise, the orders will be based on the next determined
public offering price. It is the dealer's responsibility to
transmit orders so that they will be received by the Distributor
or its designee before the close of its business day. 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 or 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"). Plan
sponsors, administrators or trustees, as applicable, are
responsible for notifying the Distributor when the relevant
requirement is satisfied. 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").
Class A Shares--The public offering price for Class A shares is
the net asset value per share of that Class plus a sales load as
shown below:
<TABLE>
<CAPTION>
Total Sales Load
Amount of Transaction As a % of As a % of Dealers'
offering net asset Reallowance
price value as a % of
per share per share offering price
<S> <C> <C> <C>
Less than $50,000. . 4.50 4.70 4.25
$50,000 to less than $100,000 4.00 4.20 3.75
$100,000 to less than $250,000 3.00 3.10 2.75
$250,000 to less than $500,000 2.50 2.60 2.25
$500,000 to less than $1,000,000 2.00 2.00 1.75
$1,000,000 or more -0- -0- -0-
</TABLE>
A CDSC of 1% will be assessed at the time of
redemption of Class A shares purchased without an initial sales
charge as part of an investment of at least $1,000,000 and
redeemed within two years after purchase. The terms contained
in the section of the Fund's Prospectus entitled "How to Redeem
Shares--Contingent Deferred Sales Charge" (other than the amount
of the CDSC and time periods) are applicable to the Class A
shares subject to a CDSC. Letter of Intent and Right of
Accumulation apply to such purchases of Class A shares.
Full-time employees of NASD member firms and full-time
employees of other financial institutions which have entered
into an agreement with the Distributor pertaining to the sale of
Fund shares (or which otherwise have a brokerage related or
clearing arrangement with an NASD member firm or financial
institution with respect to the sale of such shares) may
purchase Class A shares for themselves directly or pursuant to
an employee benefit plan or other program, or for their spouses
or minor children, at net asset value, provided that they have
furnished the Distributor with such information as it may
request from time to time in order to verify eligibility for
this privilege. This privilege also applies to full-time
employees of financial institutions affiliated with NASD member
firms whose full-time employees are eligible to purchase Class A
shares at net asset value. In addition, Class A shares are
offered at net asset value to 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 Company's Board, or the spouse or minor child of
any of the foregoing.
Class A shares will be offered at net asset value
without a sales load to employees participating in Eligible
Benefit Plans. Class A shares also may be purchased (including
by exchange) at net asset value without a sales load for
Dreyfus-sponsored IRA "Rollover Accounts" with the distribution
proceeds from a qualified retirement plan or a Dreyfus-sponsored
403(b)(7) plan, provided that, at the time of such distribution,
such qualified retirement plan or Dreyfus-sponsored 403(b)(7)
plan (a) met the requirements of an Eligible Benefit Plan and
all or a portion of such plan's assets were invested in funds in
the Dreyfus Family of Funds or certain other products made
available by the Distributor to such plans, or (b) invested all
of its assets in certain funds in the Premier Family of Funds or
the Dreyfus Family of Funds or certain other products made
available by the Distributor to such plans.
Class A shares may be purchased at net asset value
through certain broker-dealers and other financial institutions
which have entered into an agreement with the Distributor, which
includes a requirement that such shares be sold for the benefit
of clients participating in a "wrap account" or a similar
program under which such clients pay a fee to such broker-dealer
or other financial institution.
Class A shares also may be purchased at net asset
value, subject to appropriate documentation, through a broker-
dealer or other financial institution with the proceeds from the
redemption of shares of a registered open-end management
investment company not managed by The Dreyfus Corporation or its
affiliates. The purchase of Class A shares of the Fund must be
made within 60 days of such redemption and the shareholder must
have either (i) paid an initial sales charge or a contingent
deferred sales charge or (ii) been obligated to pay at any time
during the holding period, but did not actually pay on
redemption, a deferred sales charge with respect to such
redeemed shares.
Class A shares also may be purchased at net asset
value, subject to appropriate documentation, by (i) qualified
separate accounts maintained by an insurance company pursuant to
the laws of any State or territory of the United States, (ii) a
State, county or city or instrumentality thereof, (iii) a
charitable organization (as defined in Section 501(c)(3) of the
Code) investing $50,000 or more in Fund shares, and (iv) a
charitable remainder trust (as defined in Section 501(c)(3) of
the Code).
The dealer reallowance may be changed from time to
time but will remain the same for all dealers. The Distributor,
at its expense, may provide additional promotional incentives to
dealers that sell shares of funds advised by The Dreyfus
Corporation which are sold with a sales load, such as Class A
shares. In some instances, those incentives may be offered only
to certain dealers who have sold or may sell significant amounts
of shares. Dealers receive a larger percentage of the sales
load from the Distributor than they receive for selling most
other funds.
Class B Shares--The public offering price for Class B shares is
the net asset value per share of that Class. No initial sales
charge is imposed at the time of purchase. A CDSC is imposed,
however, on certain redemptions of Class B shares as described
under "How to Redeem Shares." The Distributor compensates
certain Service Agents for selling Class B shares at the time of
purchase from the Distributor's own assets. The proceeds of the
CDSC and the distribution fee, in part, are used to defray these
expenses.
Class C Shares--The public offering price for Class C shares is
the net asset value per share of that Class. No initial sales
charge is imposed at the time of purchase. A CDSC is imposed,
however, on redemptions of Class C shares made within the first
year of purchase. See "Class B Shares" above and "How to Redeem
Shares."
Class R Shares--The public offering for Class R shares is the
net asset value per share of that Class.
Right of Accumulation--Class A Shares--Reduced sales loads apply
to any purchase of Class A shares, shares of other funds in the
Premier Family of Funds, shares of certain other funds advised
by The Dreyfus Corporation which are sold with a sales load and
shares acquired by a previous exchange of such shares
(hereinafter referred to as "Eligible Funds"), by you and any
related "purchaser" as defined in the Statement of Additional
Information, where the aggregate investment, including such
purchase, is $50,000 or more. If, for example, you previously
purchased and still hold Class A shares, or shares of any other
Eligible Fund or combination thereof, with an aggregate current
market value of $40,000 and subsequently purchase Class A shares
or shares of an Eligible Fund having a current value of $20,000,
the sales load applicable to the subsequent purchase would be
reduced to 4% of the offering price. All present holdings of
Eligible Funds may be combined to determine the current offering
price of the aggregate investment in ascertaining the sales load
applicable to each subsequent purchase.
To qualify for reduced sales loads, at the time of
purchase you or your Service Agent must notify the Distributor
if orders are made by wire, or the Transfer Agent if orders are
made by mail. The reduced sales load is subject to confirmation
of your holdings through a check of appropriate records.
TeleTransfer Privilege--You may purchase 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 TeleTransfer Privilege, you
may request a TeleTransfer purchase of shares by telephoning 1-
800-645-6561 or, if you are calling from overseas, call 516-794-
5452.
SHAREHOLDER SERVICES
The services and privileges described under this
heading may not be available to clients of certain Service
Agents and some Service Agents may impose certain conditions on
their clients which are different from those described in this
Prospectus. You should consult your Service Agent in this
regard.
Fund Exchanges
You may purchase, in exchange for shares of a Class,
shares of the same Class 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. You also may exchange your Fund shares that
are subject to a CDSC for shares of Dreyfus Worldwide Dollar
Money Market Fund, Inc. The shares so purchased will be held in
a special account created solely for this purpose ("Exchange
Account"). Exchanges of shares from an Exchange Account only
can be made into certain other funds managed or administered by
The Dreyfus Corporation. No CDSC is charged when an investor
exchanges into an Exchange Account; however, the applicable CDSC
will be imposed when shares are redeemed from an Exchange
Account or other applicable Fund account. Upon redemption, the
applicable CDSC will be calculated without regard to the time
such shares were held in an Exchange Account. See "How to
Redeem Shares." Redemption proceeds for Exchange Account shares
are paid by Federal wire or check only. Exchange Account shares
also are eligible for the Auto-Exchange Privilege, Dividend
Sweep and the Automatic Withdrawal Plan. To use this service,
you should consult your Service Agent or call 1-800-645-6561 to
determine if it is available and whether any conditions are
imposed on its use. With respect to Class R shares held by
Retirement Plans, exchanges may be made only between a
shareholder's Retirement Plan account in one fund and such
shareholder's Retirement Plan account in another fund.
To request an exchange, your Service Agent acting on
your behalf 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 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 calling
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 be
automatically carried over to the fund into which the exchange
is made: Telephone Exchange Privilege, Wire Redemption
Privilege, Telephone Redemption Privilege, TeleTransfer
Privilege and the dividend/capital gain distribution option
(except for 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 of Class A shares into funds sold with a sales
load. No CDSC will be imposed on Class B or Class C shares at
the time of an exchange; however, Class B or Class C shares
acquired through an exchange will be subject to the higher CDSC
applicable to the exchanged or acquired shares. The CDSC
applicable on redemption of the acquired Class B or Class C
shares will be calculated from the date of the initial purchase
of the Class B or Class C shares exchanged, as the case may be.
If you are exchanging Class A shares 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 of the fund from which you are exchanging were: (a)
purchased with a sales load, (b) acquired by a previous exchange
from shares 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 your Service Agent must notify the Distributor.
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."
Auto-Exchange Privilege
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 the
same Class of other funds in the Premier Family of Funds or
certain other funds in the Dreyfus Family of Funds of which you
are currently an investor. With respect to Class R shares held
by Retirement Plans, exchanges pursuant to the Auto-Exchange
Privilege may be made only between a shareholder's Retirement
Plan account in one fund and such shareholder's Retirement Plan
account in another fund. 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 day 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 of Class A shares into funds sold with a sales
load. No CDSC will be imposed on Class B or Class C shares at
the time of an exchange; however, Class B or Class C shares
acquired through an exchange will be subject to the higher CDSC
applicable to the exchanged or acquired shares. The CDSC
applicable on redemption of the acquired Class B or Class C
shares will be calculated from the date of the initial purchase
of the Class B or Class C shares exchanged, as the case may be.
See "Shareholder Services" in the Statement of Additional
Information. The right to exercise this Privilege may be
modified or canceled 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 Premier Equity
Funds, Inc., 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 Premier Family of
Funds or the Dreyfus Family of Funds eligible to participate in
this Privilege, or to obtain an Auto-Exchange Authorization
Form, please call toll free 1-800-645-6561. See "Dividends,
Distributions and Taxes."
Automatic Asset Builder(Registered)
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 an Automatic
Asset Builder account, you 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 Premier Equity
Funds, Inc., 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.
Government Direct Deposit Privilege
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 cer-
tain 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
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 this Privilege. The appropriate
form may be obtained by calling 1-800-645-6561. Death or legal
incapacity will terminate your participation in this Privilege.
You may elect at any time to terminate your participation by
notifying in writing the appropriate Federal agency. The Fund
may terminate your participation upon 30 days' notice to you.
Dividend Options
Dividend Sweep enables you to invest automatically
dividends or dividends and capital gain distributions, if any,
paid by the Fund in shares of the same Class of another fund in
the Premier Family of Funds or 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 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 or class that
charges a CDSC, the shares purchased will be subject on
redemption to the CDSC, if any, applicable to the purchased
shares. See "Shareholder Services" in the Statement of
Additional Information. Dividend ACH permits 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 Premier Equity Funds, Inc.,
P.O. Box 9671, Providence, Rhode Island 02940-9671. To select a
new fund after cancellation, you must submit a new Dividend
Options Form. 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 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 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. Particular Retirement Plans, including Dreyfus
sponsored retirement plans, may permit certain participants to
establish an automatic withdrawal plan from such Retirement
Plans. Participants should consult their Retirement Plan
sponsor and tax adviser for details. Such a withdrawal plan is
different than the Automatic Withdrawal Plan. An application
for the Automatic Withdrawal Plan can be obtained by calling
1-800-645-6561. There is a service charge of 50 cents for each
withdrawal check. 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.
Class B and Class C shares withdrawn pursuant to the
Automatic Withdrawal Plan will be subject to any applicable
CDSC. Purchases of additional Class A shares where the sales
load is imposed concurrently with withdrawals of Class A shares
generally are undesirable.
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 toll free: for Keogh Plans, please call 1-800-358-5566;
for IRAs and IRA "Rollover Accounts," please call
1-800-645-6561; for SEP-IRAs, 401(k) Salary Reduction Plans and
403(b)(7) Plans, please call 1-800-322-7880.
Letter of Intent--Class A Shares
By signing a Letter of Intent form, which can be
obtained by calling 1-800-645-6561, you become eligible for the
reduced sales load applicable to the total number of Eligible
Fund shares purchased in a 13-month period pursuant to the terms
and conditions set forth in the Letter of Intent. A minimum
initial purchase of $5,000 is required. To compute the
applicable sales load, the offering price of shares you hold (on
the date of submission of the Letter of Intent) in any Eligible
Fund that may be used toward "Right of Accumulation" benefits
described above may be used as a credit toward completion of the
Letter of Intent. However, the reduced sales load will be
applied only to new purchases.
The Transfer Agent will hold in escrow 5% of the
amount indicated in the Letter of Intent for payment of a higher
sales load if you do not purchase the full amount indicated in
the Letter of Intent. The escrow will be released when you
fulfill the terms of the Letter of Intent by purchasing the
specified amount. If your purchases qualify for a further sales
load reduction, the sales load will be adjusted to reflect your
total purchase at the end of 13 months. If total purchases are
less than the amount specified, you will be requested to remit
an amount equal to the difference between the sales load
actually paid and the sales load applicable to the aggregate
purchases actually made. If such remittance is not received
within 20 days, the Transfer Agent, as attorney-in-fact pursuant
to the terms of the Letter of Intent, will redeem an appropriate
number of Class A shares of the Fund held in escrow to realize
the difference. Signing a Letter of Intent does not bind you to
purchase, or the Fund to sell, the full amount indicated at the
sales load in effect at the time of signing, but you must
complete the intended purchase to obtain the reduced sales load.
At the time you purchase Class A shares, you must indicate your
intention to do so under a Letter of Intent.
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 as described below. If you hold Fund shares of more than
one Class, any request for redemption must specify the Class of
shares being redeemed. If you fail to specify the Class of
shares to be redeemed or if you own fewer shares of the Class
than specified to be redeemed, the redemption request may be
delayed until the Transfer Agent receives further instructions
from you or your Service Agent.
The Fund imposes no charges (other than any applicable
CDSC) when shares are redeemed. Service Agents or other
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 upon the Fund's
then-current net asset value.
Distributions from qualified Retirement Plans, IRAs
(including IRA "Rollover Accounts") and certain non-qualified
deferred compensation plans, except distributions representing
returns of non-deductible contributions to the Retirement Plan
or IRA, generally are taxable income to the participant.
Distributions from such a Retirement Plan or IRA to a
participant prior to the time the participant reaches age 59-1/2
or becomes permanently disabled may subject the participant to
an additional 10% penalty tax imposed by the IRS. Participants
should consult their tax advisers concerning the timing and
consequences of distributions from a Retirement Plan or IRA.
Participants in qualified Retirement Plans will receive a
disclosure statement describing the consequences of a
distribution from such a Plan from the administrator, trustee or
custodian of the Plan, before receiving the distribution. The
Fund will not report to the IRS redemptions of Fund shares by
qualified Retirement Plans, IRAs or certain non-qualified
deferred compensation plans. The administrator, trustee or
custodian of such Retirement Plans and IRAs will be responsible
for reporting distributions from such Plans and IRAs to the IRS.
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 THE TELETRANSFER
PRIVILEGE OR THROUGH 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, TELETRANSFER PURCHASE OR
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 TELETRANSFER PRIVILEGE FOR A PERIOD OF EIGHT BUSINESS DAYS
AFTER RECEIPT BY THE TRANSFER AGENT OF THE PURCHASE CHECK, THE
TELETRANSFER PURCHASE OR THE 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.
The Fund reserves the right to redeem your account at
its option upon not less than 45 days' written notice if your
account's net asset value is $500 or less and remains so during
the notice period.
Contingent Deferred Sales Charge
Class B Shares--A CDSC payable to the Distributor is imposed on
any redemption of Class B shares which reduces the current net
asset value of your Class B shares to an amount which is lower
than the dollar amount of all payments by you for the purchase
of Class B shares of the Fund held by you at the time of
redemption. No CDSC will be imposed to the extent that the net
asset value of the Class B shares redeemed does not exceed (i)
the current net asset value of Class B shares acquired through
reinvestment of dividends or capital gain distributions, plus
(ii) increases in the net asset value of your Class B shares
above the dollar amount of all your payments for the purchase of
Class B shares held by you at the time of redemption.
If the aggregate value of Class B shares redeemed has
declined below their original cost as a result of the Fund's
performance, a CDSC may be applied to the then-current net asset
value rather than the purchase price.
In circumstances where the CDSC is imposed, the amount
of the charge will depend on the number of years from the time
you purchased the Class B shares until the time of redemption of
such shares. Solely for purposes of determining the number of
years from the time of any payment for the purchase of Class B
shares, all payments during a month will be aggregated and
deemed to have been made on the first day of the month. The
following table sets forth the rates of the CDSC:
<TABLE>
<CAPTION>
CDSC as a
% of Amount
Year Since Invested or
Purchase Payment Redemption
Was Made Proceeds
<S> <C>
First . . . . . . . . . . . . . . . . . . . . . . . . . . 4.00
Second. . . . . . . . . . . . . . . . . . . . . . . . . . 4.00
Third . . . . . . . . . . . . . . . . . . . . . . . . . . 3.00
Fourth. . . . . . . . . . . . . . . . . . . . . . . . . . 3.00
Fifth . . . . . . . . . . . . . . . . . . . . . . . . . . 2.00
Sixth . . . . . . . . . . . . . . . . . . . . . . . . . . 1.00
</TABLE>
In determining whether a CDSC is applicable to a
redemption, the calculation will be made in a manner that
results in the lowest possible rate. It will be assumed that
the redemption is made first of amounts representing shares
acquired pursuant to the reinvestment of dividends and
distributions; then of amounts representing the increase in net
asset value of Class B shares above the total amount of payments
for the purchase of Class B shares made during the preceding six
years; then of amounts representing the cost of shares purchased
six years prior to the redemption; and finally, of amounts
representing the cost of shares held for the longest period of
time within the applicable six-year period.
For example, assume an investor purchased 100 shares
at $10 share for a cost of $1,000. Subsequently, the
shareholder acquired five additional shares through dividend
reinvestment. During the second year after the purchase the
investor decided to redeem $500 of his or her investment.
Assuming at the time of the redemption the net asset value had
appreciated to $12 per share, the value of the investor's shares
would be $1,260 (105 shares at $12 per share). The CDSC would
not be applied to the value of the reinvested dividend shares
and the amount which represents appreciation ($260). Therefore,
$240 of the $500 redemption proceeds ($500 minus $260) would be
charged at a rate of 4% (the applicable rate in the second year
after purchase) for a total CDSC of $9.60.
Class C Shares--A CDSC of 1% payable to the Distributor is
imposed on any redemption of Class C shares within one year of
the date of purchase. The basis for calculating the payment of
any such CDSC will be the method used in calculating the CDSC
for Class B shares. See "Contingent Deferred Sales
Charge--Class B Shares" above.
Waiver of CDSC--The CDSC applicable to Class B and Class C
shares may be waived in connection with (a) redemptions made
within one year after the death or disability, as defined in
Section 72(m)(7) of the Code, of the shareholder, (b)
redemptions by employees participating in Eligible Benefit
Plans, (c) redemptions as a result of a combination of any
investment company with the Fund by merger, acquisition of
assets or otherwise and (d) a distribution following retirement
under a tax-deferred retirement plan or upon attaining age
70-1/2 in the case of an IRA or Keogh plan or custodial account
pursuant to Section 403(b) of the Code. If the Company's Board
determines to discontinue the waiver of the CDSC, the disclosure
in the Fund's prospectus will be revised appropriately. Any
Fund shares subject to a CDSC which were purchased prior to the
termination of such waiver will have the CDSC waived as provided
in the Fund's prospectus at the time of the purchase of such
shares.
To qualify for a waiver of the CDSC, at the time of
redemption you must notify the Transfer Agent or your Service
Agent must notify the Distributor. Any such qualification is
subject to confirmation of your entitlement.
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
TeleTransfer Privilege.
If you are a client of a Selected Dealer, you may redeem shares
through the Selected Dealer. If you have given your Service
Agent authority to instruct the Transfer Agent to redeem shares
and to credit the proceeds of such redemptions to a designated
account at your Service Agent, you may redeem shares only in
this manner and in accordance with the regular redemption
procedure described below. If you wish to use the other
redemption methods described below, you must arrange with your
Service Agent for delivery of the required application(s) to the
Transfer Agent. Other redemption procedures may be in effect
for clients of certain Service Agents and institutions. 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.
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, or a representative of your Service Agent, 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 pro-
cedures 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 Premier Equity
Funds, Inc., P.O. Box 9671, Providence, Rhode Island 02940-9671.
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 contact your Service
Agent or call the telephone number listed on the cover of this
Prospectus.
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. Shares held under
Keogh Plans, IRAs or other retirement plans, and shares for
which certificates have been issued, are not eligible for this
Privilege.
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. Shares held under Keogh
Plans, IRAs or other retirement plans, and shares for which
certificates have been issued, are not eligible for this
Privilege.
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 so 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 TeleTransfer Privilege for transfer to their bank
account not more than $250,000 within any 30-day period. The
Fund reserves the right to refuse any request made by telephone,
including requests made shortly after a change of address, and
may limit the amount involved or the number of such requests.
If you have selected the TeleTransfer Privilege, you
may request a TeleTransfer redemption of shares by telephoning
1-800-645-6561 or, if you are calling from overseas, call 516-
794-5452. Shares held under Keogh Plans, IRAs or other
retirement plans, and shares issued in certificate form, are not
eligible for this Privilege.
Redemption Through a Selected Dealer--If you are a customer of a
Selected Dealer, you may make redemption requests to your
Selected Dealer. If the Selected Dealer transmits the
redemption request so that it is received by the Transfer Agent
prior to the close of trading on the floor of the New York Stock
Exchange (currently 4:00 p.m., New York time), the redemption
request will be effective on that day. If a redemption request
is received by the Transfer Agent after the close of trading on
the floor of the New York Stock Exchange, the redemption request
will be effective on the next business day. It is the
responsibility of the Selected Dealer to transmit a request so
that it is received in a timely manner. The proceeds of the
redemption are credited to your account with the Selected
Dealer. See "How to Buy Shares" for a discussion of additional
conditions or fees that may be imposed upon redemption.
In addition, the Distributor or its designee will
accept orders from Selected Dealers with which the Distributor
has sales agreements for the repurchase of shares held by
shareholders. Repurchase orders received by dealers by 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
Selected Dealer to transmit orders on a timely basis. The
Selected Dealer may charge the shareholder a fee for executing
the order. This repurchase arrangement is discretionary and may
be withdrawn at any time.
Reinvestment Privilege--Class A Shares--Upon written request,
you may reinvest up to the number of Class A shares you have
redeemed, within 30 days of redemption, at the then-prevailing
net asset value without a sales load, or reinstate your account
for the purpose of exercising the Exchange Privilege. The
Reinvestment Privilege may be exercised only once.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN
(CLASS A, CLASS B and CLASS C ONLY)
Class B and Class C shares are subject to a
Distribution Plan and Class A, Class B and Class C shares are
subject to a Shareholder Services Plan.
Distribution Plan--Under the Distribution Plan, adopted pursuant
to Rule 12b-1 under the 1940 Act, the Fund pays the Distributor
for distributing the Fund's Class B and Class C shares at an
annual rate of .75 of 1% of the value of the average daily net
assets of Class B and Class C.
Shareholder Services Plan--Under the Shareholder Services Plan,
the Fund pays the Distributor for the provision of certain
services to the holders of Class A, Class B and Class C shares a
fee at the annual rate of .25 of 1% of the value of the average
daily net assets of each such Class. The services provided may
include personal services relating to shareholder accounts, such
as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to
the maintenance of shareholder accounts. The Distributor may
make payments to Service Agents in respect of these services.
The Distributor determines the amounts to be paid to Service
Agents.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Under the Code, the Fund is treated as a separate
entity for purposes of qualification and taxation as a regulated
investment company. The Fund ordinarily pays dividends from its
net investment income 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 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 in
cash or to reinvest in additional shares at net asset value.
Dividends and distributions paid in cash to Retirement Plans,
however, may be subject to additional tax as described below.
All expenses are accrued daily and deducted before declaration
of dividends to investors. Dividends paid by each Class will be
calculated at the same time and in the same manner and will be
of the same amount, except that the expenses attributable solely
to a particular Class will be borne exclusively by such Class.
Class B and C shares will receive lower per share dividends than
Class A shares which will receive lower per share dividends than
Class R shares because of the higher expenses borne by the
relevant Class. See "Fee Table."
Dividends paid by the Fund to qualified Retirement
Plans, IRAs (including IRA "Rollover Accounts") or certain non-
qualified deferred compensation plans ordinarily will not be
subject to taxation until the proceeds are distributed from the
Retirement Plan or IRA. The Fund will not report dividends paid
to such Plans and IRAs to the IRS. Generally, distributions
from such Retirement Plans and IRAs, except those representing
returns of non-deductible contributions thereto, will be taxable
as ordinary income and, if made prior to the time the
participant reaches age 59-1/2, generally will be subject to an
additional tax equal to 10% of the taxable portion of the
distribution. If the distribution from such a Retirement Plan
(other than certain governmental or church plans) or IRA for any
taxable year following the year in which the participant reaches
age 70-1/2 is less than the "minimum required distribution" for
that taxable year, an excise tax equal to 50% of the deficiency
may be imposed by the IRS. The administrator, trustee or
custodian of such a Retirement Plan or IRA will be responsible
for reporting distributions from such Plans and IRAs to the IRS.
Participants in qualified Retirement Plans will receive a
disclosure statement describing the consequences of a
distribution from such a Plan from the administrator, trustee or
custodian of the Plan prior to receiving the distribution.
Moreover, certain contributions to a qualified Retirement Plan
or IRA in excess of the amounts permitted by law may be subject
to an excise tax.
Dividends derived from net investment income, together
with distributions from net realized short-term securities gains
and all or a portion of any gains realized from the sale or
other disposition of certain market discount bonds, paid by the
Fund will be taxable to U.S. shareholders and to certain
non-qualified Retirement Plans as ordinary income whether
received in cash or reinvested in additional shares.
Distributions from net realized long-term securities gains of
the Fund will be taxable to U.S. shareholders and to certain
non-qualified Retirement Plans as long-term capital gains for
Federal income tax purposes, regardless of how long shareholders
have held their Fund shares and whether such distributions are
received in cash or reinvested in Fund shares. The Code
provides that the net capital gain of an individual generally
will not be subject to Federal income tax 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 gains 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. Participants in a
Retirement Plan or IRA should receive periodic statements from
the trustee, custodian or administrator of their Plan.
The Code provides for the "carryover" of some or all
of the sales load imposed on Class A shares if an investor
exchanges such shares for shares of another fund advised or
administered by The Dreyfus Corporation within 91 days of
purchase and such other fund reduces or eliminates its otherwise
applicable sales load for the purpose of the exchange. In this
case, the amount of the sales load charged the investor for such
shares, up to the amount of the reduction of the sales load
charge on the exchange, is not included in the basis of such
shares for purposes of computing gain or loss on the exchange,
and instead is added to the basis of the fund shares received on
the exchange.
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, or an exchange on behalf
of a Retirement Plan which is not tax exempt may result in, a
taxable gain or loss.
With respect to individual investors and certain non-
qualified Retirement Plans, 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 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 consti-
tute 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.
It is expected that the Fund will qualify as a
"regulated investment company" under the Code so long as 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 earnings 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.
PERFORMANCE INFORMATION
For purposes of advertising, performance for each
Class may be calculated on the basis of average annual total
return and/or total return. These total return figures reflect
changes in the price of the shares and assume that any income
dividends and/or capital gains distributions made by the Fund
during the measuring period were reinvested in shares of the
same Class. These figures also take into account any applicable
service and distribution fees. As a result, at any given time,
the performance of Class B and Class C should be expected to be
lower than that of Class A and the performance of Class A, Class
B and Class C should be expected to be lower than that of Class
R. Performance for each Class will be calculated separately.
Average annual total return is calculated pursuant to
a standardized formula which assumes that an investment 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, or for shorter periods depending upon
the length of time during which the Fund has operated.
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 (or maximum
offering price in the case of Class A shares) 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. Total
return also may be calculated by using the net asset value per
share at the beginning of the period instead of the maximum
offering price per share at the beginning of the period for
Class A shares or without giving effect to any applicable CDSC
at the end of the period for Class B or Class C shares.
Calculations based on the net asset value per share do not
reflect the deduction of the sales load on the Fund's Class A
shares, which, if reflected, would reduce the performance
quoted.
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., Standard &
Poor's 500 Stock Index, Standard & Poor's MidCap 400 Index,
Wilshire 5000 Index, the Dow Jones Industrial Average, Money
Magazine, Morningstar, Inc. and other industry publications.
GENERAL INFORMATION
The Company was originally incorporated under Delaware
law in November 1968 and became a Maryland corporation on April
30, 1974. Before December __, 1995, the Company's name was
Premier Capital Growth Fund, Inc. and before February 1993 it
was The Dreyfus Leverage Fund, Inc. The Company is authorized
to issue 800 million shares of Common Stock (with 200 million
allocated to the Fund), par value $1.00 per share. The Fund's
shares are classified into four classes--Class A, Class B, Class
C and Class R. Each share has one vote and shareholders will
vote in the aggregate and not by class except as otherwise
required by law. However, only holders of Class B or Class C
shares, as the case may be, will be entitled to vote on matters
submitted to shareholders pertaining to its Distribution Plan.
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 Company's By-Laws, the
holders of at least 10% of the shares outstanding and entitled
to vote may require the Company to hold a special meeting of
shareholders for purposes of removing a Board member from office
or for any other purpose. Shareholders may remove a Board
member by the affirmative vote of a majority of the Company's
outstanding voting shares. In addition, the 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 Company is a "series fund," which is a mutual fund
divided into separate portfolios, each of which is treated as a
separate entity for certain matters under the 1940 Act and for
other purposes. A shareholder of one portfolio is not deemed to
be a shareholder of any other portfolio. For certain matters
shareholders vote together as a group; as to others they vote
separately by portfolio. By this Prospectus, shares of the Fund
are being offered. Other portfolios are sold pursuant to other
offering documents.
To date, the Board has authorized the creation of
three series of shares. All consideration received by the
Company for shares of one of the series and all assets in which
such consideration is invested will belong to that series
(subject only to the rights of creditors of the Company) and
will be subject to the liabilities related thereto. The income
attributable to, and the expenses of, one series are treated
separately from those of the other series. The Company has the
ability to create, from time to time, new series without
shareholder approval.
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.
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 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.
Short-Selling--In these transactions, the Fund sells a security
it does not own in anticipation of a decline in the market value
of the security. To complete the transaction, the Fund must
borrow the security to make delivery to the buyer. The Fund is
obligated to replace the security borrowed by purchasing it
subsequently at the market price at the time of replacement.
The price at such time may be more or less than the price at
which the security was sold by the Fund. The Fund will incur a
loss if the price of the security increases between the date of
the short sale and the date on which the Fund replaces the
borrowed security; it will realize a gain if the security
declines in price between those dates.
Securities will not be sold short if, after effect is
given to any such short sale, the total market value of all
securities sold short would exceed 25% of the value of the
Fund's net assets. The Fund may not sell short the securities
of any single issuer listed on a national securities exchange to
the extent of more than 5% of the value of the Fund's net
assets. The Fund may not sell short the securities of any class
of an issuer if, as a result of such sale, the Fund would have
sold short in the aggregate more than 5% of the outstanding
securities of that class.
The Fund also may make short sales "against the box,"
in which the Fund enters into a short sale of a security it owns
in order to hedge an unrealized gain on the security. At no
time will more than 15% of the value of the Fund's net assets be
in deposits on short sales against the box.
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 33-1/3% of the value of
such company's 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--Although the Fund will not be a commodity
pool, Derivatives subject the Fund to the rules of the Commodity
Futures Trading Commission which limit the extent to which the
Fund can invest in certain Derivatives. The Fund may invest in
futures contracts and options with respect thereto for hedging
purposes without limit. However, the Fund may not invest in
such contracts and options for other purposes if the sum of the
amount of initial margin deposits and premiums paid for
unexpired options with respect to such contracts, other than for
bona fide hedging purposes, exceed 5% of the liquidation value
of the Fund's assets, after taking into account unrealized
profits and unrealized losses on such contracts and options;
provided, however, that in the case of an option that is
in-the-money at the time of purchase, the in-the-money amount
may be excluded in calculating the 5% limitation.
Certain Portfolio Securities
Closed-End Investment Companies--The Fund may invest in
securities issued by closed-end investment companies which
principally invest in securities in which the Fund invests.
Under the 1940 Act, the Fund's investment in such securities,
subject to certain exceptions, currently is limited to (i) 3% of
the total voting stock of any one investment company, (ii) 5% of
the Fund's net assets with respect to any one investment company
and (iii) 10% of the Fund's net assets in the aggregate.
Investments in the securities of other investment companies may
involve duplication of advisory fees and certain other expenses.
Foreign Government Obligations; Securities of Supranational
Entities--The Fund may invest in obligations issued or
guaranteed by one or more foreign governments or any of their
political subdivisions, agencies or instrumentalities that are
determined by The Dreyfus Corporation to be of comparable
quality to the other obligations in which the Fund may invest.
Supranational entities include international organizations
designated or supported by governmental entities to promote
economic reconstruction or development and international banking
institutions and related government agencies. Examples include
the International Bank for Reconstruction and Development (the
World Bank), the European Coal and Steel Community, the Asian
Development Bank and the InterAmerican Development Bank.
Money Market Instruments--The Fund may invest, in the
circumstances described under "Description of the Fund--
Management Policies," 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.
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
Investors Service, Inc. ("Moody's") or A-1 by Standard & Poor's
Ratings Group, a division of The McGraw Hill Companies, Inc.
("S&P"), (b) issued by companies having an outstanding unsecured
debt issue currently rated at least A3 by Moody's or A- by S&P,
or (c) if unrated, determined by The Dreyfus Corporation to be
of comparable quality to those rated obligations which may be
purchased by the Fund.
Illiquid Securities--The Fund may invest up to 15% 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 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>
PROSPECTUS ___________, 199_
PREMIER GROWTH AND INCOME FUND
Premier Growth and Income Fund (the "Fund") is a separate
non-diversified portfolio of Premier Equity Funds, Inc., an
open-end, management investment company (the "Company"), known
as a mutual fund. The Fund's investment objective is long-term
capital growth, current income and growth of income, consistent
with reasonable investment risk.
By this Prospectus, the Fund is offering four Classes of
shares--Class A, Class B, Class C and Class R--which are
described herein. See "Alternative Purchase Methods."
You can purchase or redeem all Classes of shares by
telephone using the TeleTransfer Privilege.
The Dreyfus Corporation will professionally manage 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 January 2,
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. Mutual fund shares
involve certain investment risks, including the possible loss of
principal. The net asset value of funds of this type will
fluctuate from time to time.
TABLE OF CONTENTS
Page
Fee Table . . . . . . . . . . . . . . . . . .
Alternative Purchase Methods. . . . . . . . .
Description of the Fund . . . . . . . . . . .
Management of the Fund. . . . . . . . . . . .
How to Buy Shares . . . . . . . . . . . . . .
Shareholder Services. . . . . . . . . . . . .
How to Redeem Shares. . . . . . . . . . . . .
Distribution Plan and Shareholder
Services Plan . . . . . . . . . . . . . . .
Dividends, Distributions and Taxes. . . . . .
Performance Information . . . . . . . . . . .
General Information . . . . . . . . . . . . .
Appendix. . . . . . . . . . . . . . . . . . .
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.
<TABLE>
<CAPTION>
FEE TABLE
Class A Class B Class C Class R
<S> <C> <C> <C> <C>
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases (as a
percentage of offering price). . . . 4.50% None
Maximum Deferred Sales Charge Imposed on
Redemptions (as a percentage of the
amount subject to charge). . . . . . None* 4.00% 1.00% None
Annual Fund Operating Expenses
(as a percentage of average daily net assets)
Management Fees .75% .75% .75% .75%
12b-1 Fees None .75% .75% None
Other Expenses .50% .50% .50% .25%
Total Fund Operating Expenses 1.25% 2.00% 2.00% 1.00%
Example:
You would pay the following expenses
on a $1,000 investment, assuming (1) 5%
annual return and (2) except where noted,
redemption at the end of each time period:
1 Year. . $57 $60/$20** $30/$20** $10
3 Years $83 $93/$63** $63 $32
* A contingent deferred sales charge of 1.00% may be assessed on certain redemptions of
Class A shares purchased without an initial sales charge as part of an investment of $1
million or more.
** Assuming no redemption of shares.
</TABLE>
The amounts listed in the example should not be
considered as representative of 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%.
________________________________________________________________
The purpose of the foregoing table is to assist you in
understanding the costs and expenses borne by the Fund and
investors, the payment of which will reduce investors' annual
return. Other Expenses are based on estimated amounts for the
current fiscal year. Long-term investors in Class B or Class C
shares could pay more in 12b-1 fees than the economic equivalent
of paying a front-end sales charge. The information in the
foregoing table does not reflect any fee waivers or expense
reimbursement arrangements that may be in effect. Certain
Service Agents (as defined below) may charge their clients
direct fees for effecting transactions in Fund shares; such fees
are not reflected in the foregoing table. For a further
description of the various costs and expenses incurred in the
operation of the Fund, as well as expense reimbursement or
waiver arrangements, see "Management of the Fund," "How to Buy
Shares" and "Distribution Plan and Shareholder Services Plan."
ALTERNATIVE PURCHASE METHODS
The Fund offers you four methods of purchasing shares.
Orders for purchases of Class R shares, however, may be placed
only for certain eligible investors as described below. If you
are not eligible to purchase Class R shares, you may choose from
Class A, Class B and Class C the Class of shares that best suits
your needs, given the amount of your purchase, the length of
time you expect to hold your shares and any other relevant
circumstances. Each Fund share represents an identical pro rata
interest in the Fund's investment portfolio.
Class A shares are sold at net asset value per share plus
a maximum initial sales charge of 4.50% of the public offering
price imposed at the time of purchase. The initial sales charge
may be reduced or waived for certain purchases. See "How to Buy
Shares--Class A Shares." These shares are subject to an annual
service fee at the rate of .25 of 1% of the value of the average
daily net assets of Class A. See "Distribution Plan and
Shareholder Services Plan--Shareholder Services Plan."
Class B shares are sold at net asset value per share with
no initial sales charge at the time of purchase; as a result,
the entire purchase price is immediately invested in the Fund.
Class B shares are subject to a maximum 4% contingent deferred
sales charge ("CDSC"), which is assessed only if you redeem
Class B shares within six years of purchase. See "How to Buy
Shares--Class B Shares" and "How to Redeem Shares--Contingent
Deferred Sales Charge--Class B Shares." These shares also are
subject to an annual service fee at the rate of .25 of 1% of the
value of the average daily net assets of Class B. In addition,
Class B shares are subject to an annual distribution fee at the
rate of .75 of 1% of the value of the average daily net assets
of Class B. See "Distribution Plan and Shareholder Services
Plan." The distribution fee paid by Class B will cause such
Class to have a higher expense ratio and to pay lower dividends
than Class A. Approximately six years after the date of
purchase, Class B shares automatically will convert to Class A
shares, based on the relative net asset values for shares of
each such Class, and will no longer be subject to the
distribution fee. Class B shares that have been
acquired through the reinvestment of dividends and distributions
will be converted on a pro rata basis together with other Class
B shares, in the proportion that a shareholder's Class B shares
converting to Class A shares bears to the total Class B shares
not acquired through the reinvestment of dividends and
distributions.
Class C shares are sold at net asset value per share with
no initial sales charge at the time of purchase; as a result,
the entire purchase price is immediately invested in the Fund.
Class C shares are subject to a 1% CDSC, which is assessed only
if you redeem Class C shares within one year of purchase. See
"How to Redeem Shares--Class C Shares." These shares also are
subject to an annual service fee at the rate of .25 of 1%, and
an annual distribution fee at the rate of .75 of 1%, of the
value of the average daily net assets of Class C. See
"Distribution Plan and Shareholder Services Plan." The
distribution fee paid by Class C will cause such Class to have a
higher expense ratio and to pay lower dividends than Class A.
Class R shares may not be purchased directly by
individuals, although eligible institutions may purchase Class R
shares for certain accounts maintained by individuals. Class R
shares are sold at net asset value per share only to
institutional investors acting for themselves or in a fiduciary,
advisory, agency, custodial or similar capacity for qualified or
non-qualified employee benefit plans, including pension, profit-
sharing, SEP-IRAs and other deferred compensation plans, whether
established by corporations, partnerships, non-profit entities
or state and local governments, but not including IRAs or IRA
"Rollover Accounts." Class R shares are not subject to an
annual service fee or distribution fee.
The decision as to which Class of shares is more
beneficial to you depends on the amount and the intended length
of your investment. If you are not eligible to purchase Class R
shares, you should consider whether, during the anticipated life
of your investment in the Fund, the accumulated distribution fee
and CDSC, if any, on Class B or Class C shares would be less
than the initial sales charge on Class A shares purchased at the
same time, and to what extent, if any, such differential would
be offset by the return of Class A. Additionally, investors
qualifying for reduced initial sales charges who expect to
maintain their investment for an extended period of time might
consider purchasing Class A shares because the accumulated
continuing distribution fees on Class B or Class C shares may
exceed the initial sales charge on Class A shares during the
life of the investment. Finally, you should consider the effect
of the CDSC period and any conversion rights of the Classes in
the context of your own investment time frame. For example,
while Class C shares have a shorter CDSC period than Class B
shares, Class C shares do not have a conversion feature and,
therefore, are subject to an ongoing distribution fee. Thus,
Class B shares may be more attractive than Class C shares
to investors with longer term investment outlooks. Generally,
Class A shares may be more appropriate for investors who invest
$100,000 or more in Fund shares, but will not be appropriate for
investors who invest less than $50,000 in Fund shares.
DESCRIPTION OF THE FUND
Investment Objective
The Fund's investment objective is long-term capital
growth, current income and growth of income, consistent with
reasonable investment risk. It 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 objective will be achieved.
Management Policies
The Fund invests in equity and debt securities and
money market instruments of domestic and foreign issues. Under
normal circumstances, the Fund will invest at least 65% of the
value of its total assets in equity securities. The proportion
of the remainder of the Fund's assets invested in each type of
security will vary from time to time in accordance with The
Dreyfus Corporation's assessment of economic conditions and
investment opportunities.
The equity securities in which the Fund may invest
consist of common stocks, preferred stocks and securities
convertible into common stocks, including those in the form of
American Depositary Receipts. The Fund will be particularly
alert to companies which offer opportunities for capital
appreciation and growth of earnings, while paying current
dividends.
The debt securities (other than convertible debt
securities) in which the Fund may invest must be rated at least
Baa by Moody's Investors Service, Inc. ("Moody's") or at least
BBB by Standard & Poor's Ratings Group, a division of The McGraw
Hill Companies, Inc. ("S&P"), Fitch Investors Service, L.P.
("Fitch") or Duff & Phelps Credit Rating Co. ("Duff") or, if
unrated, deemed to be of comparable quality by The Dreyfus
Corporation. Debt securities rated Baa by Moody's and BBB by
S&P, Fitch and Duff are considered investment grade obligations
which lack outstanding investment characteristics and may have
speculative characteristics as well. The Fund may invest up to
35% of the value of its net assets in convertible debt
securities rated not lower than Caa by Moody's or CCC by S&P,
Fitch or Duff, or, if unrated, deemed to be of comparable
quality by The Dreyfus Corporation. Securities rated
Caa by Moody's and CCC by S&P, Fitch or Duff are considered to
have predominantly speculative characteristics with respect to
capacity to pay interest and repay principal. See "Investment
Considerations and Risks--Lower Rated Securities" below for a
discussion of certain risks, and "Appendix" in the Statement of
Additional Information.
The money market instruments in which the Fund may
invest consist 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." Under normal market conditions, the Fund does not
expect to have a substantial portion of its assets invested in
money market instruments. However, when The Dreyfus Corporation
determines that adverse market conditions exist, the Fund may
adopt a temporary defensive posture and invest all of its assets
in money market instruments. The Fund also may invest in money
market instruments in anticipation of investing cash positions.
The Fund's annual portfolio turnover rate is not
expected to exceed 150%. Higher portfolio turnover rates
usually generate additional brokerage commissions and expenses
and the short-term gains realized from these transactions are
taxable to shareholders as ordinary income. In addition, the
Fund currently intends, to a limited extent, to engage in
foreign currency transactions, options and futures transactions
and short-selling. See also "Investment Considerations and
Risks" and "Appendix--Investment Techniques" below and
"Investment Objective 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 Objective 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.
Fixed-Income Securities--Even though interest-bearing securities
are investments which promise a stable stream of income, the
prices of such securities generally 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. See "Appendix-Certain
Portfolio Securities--Ratings" below and "Appendix" in the
Statement of Additional Information.
Lower Rated Securities--The Fund may invest up to 35% of its net
assets in higher yielding (and, therefore, higher risk)
convertible debt securities. These are convertible debt
securities such as those rated Baa by Moody's or BB by S&P,
Fitch or Duff or as low as Caa by Moody's or CCC by S&P, Fitch
or Duff (commonly known as junk bonds). They generally are not
meant for short-term investing and may be subject to certain
risks with respect to the issuing entity and to greater market
fluctuations than certain lower yielding, higher rated
fixed-income securities. The retail secondary market
for these convertible debt securities may be less liquid than
that of higher rated securities; adverse conditions could make
it difficult at times for the Fund to sell certain securities or
could result in lower prices than those used in calculating the
Fund's net asset value.
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, possible seizure or
nationalization of foreign deposits and possible adoption of
governmental restrictions which might adversely affect the
payment of principal and interest on the foreign securities or
might 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 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."
Use of Derivatives--The Fund may invest 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 and futures. While Derivatives can
be used effectively in furtherance of the Fund's investment
objective, under certain market conditions, they can increase
the volatility of the Fund's net asset value, can decrease the
liquidity of the Fund's investments and make more difficult the
accurate pricing of the Fund's portfolio. See
"Appendix--Investment Techniques--Use of Derivatives" below, and
"Investment Objective and Management Policies--Management
Policies--Derivatives" in the Statement of Additional
Information.
Non-Diversified Status--The Fund's classification as a "non-
diversified" investment company means that the proportion of the
Fund's assets that may be invested in the securities of a single
issuer is not limited by the 1940 Act. A "diversified"
investment company is required by the 1940 Act generally to
invest, with respect to 75% of its total assets, not more than
5% of such assets in the securities of a single issuer. Since a
relatively high percentage of the Fund's assets may be invested
in the securities of a limited number of issuers, some of which
may be within the same industry, the Fund's portfolio may be
more sensitive to changes in the market value of a single issuer
or industry. However, to meet Federal tax requirements, at the
close of each quarter the Fund may not have more than 25% of its
total assets invested in any one issuer and, with respect to 50%
of total assets, not more than 5% of its total assets invested
in any one issuer. The Fund may not invest more than 25% of its
assets in any one industry. These limitations do not apply to
U.S. Government securities.
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
Investment 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
October 31, 1995, The Dreyfus Corporation managed or
administered approximately $81 billion in assets for more than
1.8 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 Company, subject to the authority of the
Company's Board in accordance with Maryland law. The Fund's
primary portfolio manager is Richard Hoey. He has been employed
by The Dreyfus Corporation since April 1991. From April 1990 to
March 1991, Mr. Hoey was Chief Economist and a Managing Director
of Drexel Burnham Lambert. 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 comprehensive 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 $209 billion in assets as of September 30, 1995,
including approximately $80 billion in proprietary mutual fund
assets. As of September 30, 1995, Mellon, through various
subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $717 billion
in assets, including approximately $55 billion in mutual fund
assets.
Under the terms of the Management Agreement, the Fund
has agreed to pay The Dreyfus Corporation a monthly fee at the
annual rate of .75 of 1% of the value of the Fund's average
daily net assets. The management fee is higher than that paid
by most other investment companies. 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 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.
Expenses--All expenses incurred in the operation of the Company
will be borne by the Company, except to the extent specifically
assumed by The Dreyfus Corporation. The expenses to be borne by
the Company will include: organizational costs, taxes,
interest, brokerage fees and commissions, if any, fees of Board
members who are not officers, directors, employees or holders of
5% or more of the outstanding voting securities of The Dreyfus
Corporation or any of its affiliates, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory
fees, charges of registrar and custodians, transfer and dividend
disbursing agents' fees, outside auditing and legal expenses,
costs of maintaining the Company's existence, costs attributable
to investor services, costs of preparing and printing
prospectuses and statements of additional information for
regulatory purposes and for distribution to existing
shareholders, costs of shareholders' reports and
meetings, and any extraordinary expenses. Expenses attributable
to the Fund are charged against the assets of the Fund; other
expenses of the Company are allocated among the Company's
portfolios on the basis determined by the Company's Board,
including, but not limited to, proportionately in relation to
the net assets of each portfolio.
In addition, Class B and Class C shares may be subject
to certain distribution fees and Class A, Class B and Class C
shares may be subject to certain service fees. See
"Distribution Plan and Shareholder Services Plan."
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 Service Agents 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, is located at One American Express Plaza,
Providence, Rhode Island 02903, and serves as 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
General--Class A shares, Class B shares and Class C shares may
be purchased only by clients of certain financial institutions
(which may include banks), securities dealers ("Selected
Dealers") and other industry professionals (collectively,
"Service Agents"), except that 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 Company's Board, or the spouse or minor child of
any of the foregoing may purchase Class A shares directly
through the Distributor. Subsequent purchases may be sent
directly to the Transfer Agent or your Service Agent.
Class R shares are offered only to institutional
investors acting for themselves or in a fiduciary, advisory,
agency, custodial or similar capacity for qualified or non-
qualified employee benefit plans, including pension, profit-
sharing, SEP-IRAs and other deferred compensation plans, whether
established by corporations, partnerships, non-profit entities
or state and local governments ("Retirement Plans"). The term
"Retirement Plans" does not include IRAs or IRA "Rollover
Accounts." Class R shares may be purchased for a Retirement
Plan only by a custodian, trustee, investment manager or other
entity authorized to act on behalf of such Plan. Institutions
effecting transactions in Class R shares for the accounts of
their clients may charge their clients direct fees in connection
with such transactions.
When purchasing Fund shares, you must specify which
Class is being purchased. 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.
Service Agents may receive different levels of
compensation for selling different Classes of shares.
Management understands that some Service Agents may impose
certain conditions on their clients which are different from
those described in this Prospectus, and, to the extent permitted
by applicable regulatory authority, may charge their clients
direct fees which would be in addition to any amounts which
might be received under the Distribution Plan or Shareholder
Services Plan. You should consult your Service Agent in this
regard.
The minimum initial investment is $1,000. 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. The Fund reserves the
right to offer Fund shares without regard to minimum purchase
requirements to employees participating in certain qualified or
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 investment
minimum requirements at any time.
The Internal Revenue Code of 1986, as amended (the
"Code"), imposes various limitations on the amount that may be
contributed to certain Retirement Plans. These limitations
apply with respect to participants at the plan level and,
therefore, do not directly affect the amount that may be
invested in the Fund by a Retirement Plan. Participants and
plan sponsors should consult their tax advisers for details.
You may purchase Fund shares by check or wire, or
through the TeleTransfer Privilege described below. Checks
should be made payable to "Premier Equity Funds, Inc.," 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 Premier Equity Funds, Inc., P.O. Box
9387, Providence, Rhode Island 02940-9387, together with your
Account Application indicating which Class of shares is being
purchased. For subsequent investments, your Fund account number
should appear on the check and an investment slip should be
enclosed and sent to Premier Equity Funds, Inc., 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.
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, together with the applicable Class' DDA # as
shown below, for purchase of Fund shares in your name:
DDA # 89001_____ Premier Equity Funds,
Inc./Premier Growth and Income Fund/Class A
shares;
DDA # 89001_____ Premier Equity Funds,
Inc./Premier Growth and Income Fund/Class B
shares;
DDA # 89001_____ Premier Equity Funds,
Inc./Premier Growth and Income Fund/Class C
shares; or
DDA # 89001_____ Premier Equity Funds,
Inc./Premier Growth and Income Fund/Class R
shares.
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,
you should call 1-800-645-6561 after completing your wire
payment to obtain your Fund account number. You should 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.
Fund shares also may be purchased through Automatic
Asset Builder and the Government Direct Deposit Privilege
described under "Shareholder Services." These services enable
you to make regularly scheduled investments and may provide you
with a convenient 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.
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
to The Bank of New York with instructions to credit your Fund
account. The instructions must specify your Fund account
registration and Fund account number preceded by the digits
"1111."
Fund shares are sold on a continuous basis. 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
York time), on each day the New York Stock Exchange is open for
business. For purposes of determining net asset value, options
and futures contracts will be valued 15 minutes after the close
of trading on the floor of the New York Stock Exchange. Net
asset value per share of each Class is computed by dividing the
value of the Fund's net assets represented by such Class (i.e.,
the value of its assets less liabilities) by the total number of
shares of such Class 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 Company's Board. For further information regarding
the methods employed in valuing the Fund's investments, see
"Determination of Net Asset Value" in the Statement of
Additional Information.
If an order is received in proper form by the Transfer
Agent or other agent by the close of trading on the floor of the
New York Stock Exchange (currently 4:00 p.m., New York time) on
a business day, Fund shares will be purchased at the public
offering price determined as of the close of trading on the
floor of the New York Stock Exchange on that day. Otherwise,
Fund shares will be purchased at the public offering price
determined as of the close of trading on the floor of the New
York Stock Exchange on the next business day, except where
shares are purchased through a dealer as provided below.
Orders for the purchase of Fund shares received by
dealers by 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 by the close of its business day
(normally 5:15 p.m., New York time) will be based on the public
offering price per share determined as of the close of trading
on the floor of the New York Stock Exchange on that day.
Otherwise, the orders will be based on the next determined
public offering price. It is the dealer's responsibility to
transmit orders so that they will be received by the Distributor
or its designee before the close of its business day. 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 or 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"). Plan
sponsors, administrators or trustees, as applicable, are
responsible for notifying the Distributor when the relevant
requirement is satisfied. 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").
Class A Shares--The public offering price for Class A shares is
the net asset value per share of that Class plus a sales load as
shown below:
<TABLE>
<CAPTION>
Total Sales Load
As a % of As a % of net Dealers' Reallowance as a
offering price asset value % of
Amount of Transaction per share per share offering price
<S> <C> <C> <C>
Less than $50,000 4.50 4.70 4.25
$50,000 to less than $100,000 4.00 4.20 3.75
$100,000 to less than $250,000 3.00 3.10 2.75
$250,000 to less than $500,000 2.50 2.60 2.25
$500,000 to less than $1,000,000 2.00 2.00 1.75
$1,000,000 or more -0- -0- -0-
</TABLE>
A CDSC of 1% will be assessed at the time of
redemption of Class A shares purchased without an initial sales
charge as part of an investment of at least $1,000,000 and
redeemed within two years after purchase. The terms contained
in the section of the Fund's Prospectus entitled "How to Redeem
Shares--Contingent Deferred Sales Charge" (other than the amount
of the CDSC and time periods) are applicable to the Class A
shares subject to a CDSC. Letter of Intent and Right of
Accumulation apply to such purchases of Class A shares.
Full-time employees of NASD member firms and full-time
employees of other financial institutions which have entered
into an agreement with the Distributor pertaining to the sale of
Fund shares (or which otherwise have a brokerage related or
clearing arrangement with an NASD member firm or financial
institution with respect to the sale of such shares) may
purchase Class A shares for themselves directly or pursuant to
an employee benefit plan or other program, or for their spouses
or minor children, at net asset value, provided that they have
furnished the Distributor with such information as it may
request from time to time in order to verify eligibility for
this privilege. This privilege also applies to full-time
employees of financial institutions affiliated with NASD member
firms whose full-time employees are eligible to purchase Class A
shares at net asset value. In addition, Class A shares are
offered at net asset value to 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 Company's Board, or the spouse or minor child of
any of the foregoing.
Class A shares will be offered at net asset value
without a sales load to employees participating in Eligible
Benefit Plans. Class A shares also may be purchased (including
by exchange) at net asset value without a sales load for
Dreyfus-sponsored IRA "Rollover Accounts" with the distribution
proceeds from a qualified retirement plan or a Dreyfus-sponsored
403(b)(7) plan, provided that, at the time of such distribution,
such qualified retirement plan or Dreyfus-sponsored 403(b)(7)
plan (a) met the requirements of an Eligible Benefit Plan and
all or a portion of such plan's assets were invested in funds in
the Dreyfus Family of Funds or certain other products made
available by the Distributor to such plans, or (b) invested all
of its assets in certain funds in the Premier Family of Funds or
the Dreyfus Family of Funds or certain other products made
available by the Distributor to such plans.
Class A shares may be purchased at net asset value
through certain broker-dealers and other financial institutions
which have entered into an agreement with the Distributor, which
includes a requirement that such shares be sold for the benefit
of clients participating in a "wrap account" or a similar
program under which such clients pay a fee to such broker-dealer
or other financial institution.
Class A shares also may be purchased at net asset
value, subject to appropriate documentation, through a broker-
dealer or other financial institution with the proceeds from the
redemption of shares of a registered open-end management
investment company not managed by The Dreyfus Corporation or its
affiliates. The purchase of Class A shares of the Fund must be
made within 60 days of such redemption and the shareholder must
have either (i) paid an initial sales charge or a contingent
deferred sales charge or (ii) been obligated to pay at any time
during the holding period, but did not actually pay on
redemption, a deferred sales charge with respect to such
redeemed shares.
Class A shares also may be purchased at net asset
value, subject to appropriate documentation, by (i) qualified
separate accounts maintained by an insurance company pursuant to
the laws of any State or territory of the United States, (ii) a
State, county or city or instrumentality thereof, (iii) a
charitable organization (as defined in Section 501(c)(3) of the
Code) investing $50,000 or more in Fund shares, and (iv) a
charitable remainder trust (as defined in Section 501(c)(3) of
the Code).
The dealer reallowance may be changed from time to
time but will remain the same for all dealers. The Distributor,
at its expense, may provide additional promotional incentives to
dealers that sell shares of funds advised by The Dreyfus
Corporation which are sold with a sales load, such as Class A
shares. In some instances, those incentives may be offered only
to certain dealers who have sold or may sell significant amounts
of shares. Dealers receive a larger percentage of the sales
load from the Distributor than they receive for selling most
other funds.
Class B Shares--The public offering price for Class B shares is
the net asset value per share of that Class. No initial sales
charge is imposed at the time of purchase. A CDSC is imposed,
however, on certain redemptions of Class B shares as described
under "How to Redeem Shares." The Distributor compensates
certain Service Agents for selling Class B shares at the time of
purchase from the Distributor's own assets. The proceeds of the
CDSC and the distribution fee, in part, are used to defray these
expenses.
Class C Shares--The public offering price for Class C shares is
the net asset value per share of that Class. No initial sales
charge is imposed at the time of purchase. A CDSC is imposed,
however, on redemptions of Class C shares made within the first
year of purchase. See "Class B Shares" above and "How to Redeem
Shares."
Class R Shares--The public offering for Class R shares is the
net asset value per share of that Class.
Right of Accumulation--Class A Shares--Reduced sales loads apply
to any purchase of Class A shares, shares of other funds in the
Premier Family of Funds, shares of certain other funds advised
by The Dreyfus Corporation which are sold with a sales load and
shares acquired by a previous exchange of such shares
(hereinafter referred to as "Eligible Funds"), by you and any
related "purchaser" as defined in the Statement of Additional
Information, where the aggregate investment, including such
purchase, is $50,000 or more. If, for example, you previously
purchased and still hold Class A shares, or shares of any other
Eligible Fund or combination thereof, with an aggregate current
market value of $40,000 and subsequently purchase Class A shares
or shares of an Eligible Fund having a current value of $20,000,
the sales load applicable to the subsequent purchase would be
reduced to 4% of the offering price. All present holdings of
Eligible Funds may be combined to determine the current offering
price of the aggregate investment in ascertaining the sales load
applicable to each subsequent purchase.
To qualify for reduced sales loads, at the time of
purchase you or your Service Agent must notify the Distributor
if orders are made by wire, or the Transfer Agent if orders are
made by mail. The reduced sales load is subject to confirmation
of your holdings through a check of appropriate records.
TeleTransfer Privilege--You may purchase 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 TeleTransfer Privilege, you
may request a TeleTransfer purchase of shares by telephoning
1-800-645-6561 or, if you are calling from overseas, call 516-
794-5452.
SHAREHOLDER SERVICES
The services and privileges described under this
heading may not be available to clients of certain Service
Agents and some Service Agents may impose certain conditions on
their clients which are different from those described in this
Prospectus. You should consult your Service Agent in this
regard.
Fund Exchanges
You may purchase, in exchange for shares of a Class,
shares of the same Class 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. You also may exchange your Fund shares that
are subject to a CDSC for shares of Dreyfus Worldwide Dollar
Money Market Fund, Inc. The shares so purchased will be held in
a special account created solely for this purpose ("Exchange
Account"). Exchanges of shares from an Exchange Account only
can be made into certain other funds managed or administered by
The Dreyfus Corporation. No CDSC is charged when an investor
exchanges into an Exchange Account; however, the applicable CDSC
will be imposed when shares are redeemed from an Exchange
Account or other applicable Fund account. Upon redemption, the
applicable CDSC will be calculated without regard to the time
such shares were held in an Exchange Account. See "How to
Redeem Shares." Redemption proceeds for Exchange Account shares
are paid by Federal wire or check only. Exchange Account shares
also are eligible for the Auto-Exchange Privilege, Dividend
Sweep and the Automatic Withdrawal Plan. To use this service,
you should consult your Service Agent or call 1-800-645-6561 to
determine if it is available and whether any conditions are
imposed on its use. With respect to Class R shares held by
Retirement Plans, exchanges may be made only between a
shareholder's Retirement Plan account in one fund and such
shareholder's Retirement Plan account in another fund.
To request an exchange, your Service Agent acting on
your behalf 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 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 calling
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 be
automatically carried over to the fund into which the exchange
is made: Telephone Exchange Privilege, Wire Redemption
Privilege, Telephone Redemption Privilege, TeleTransfer
Privilege and the dividend/capital gain distribution option
(except for 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 of Class A shares into funds sold with a sales
load. No CDSC will be imposed on Class B or Class C shares at
the time of an exchange; however, Class B or Class C shares
acquired through an exchange will be subject to the higher CDSC
applicable to the exchanged or acquired shares. The CDSC
applicable on redemption of the acquired Class B or Class C
shares will be calculated from the date of the initial purchase
of the Class B or Class C shares exchanged, as the case may be.
If you are exchanging Class A shares 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 of the fund from which you are exchanging were: (a)
purchased with a sales load, (b) acquired by a previous exchange
from shares 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 your Service Agent must notify the Distributor.
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."
Auto-Exchange Privilege
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 the
same Class of other funds in the Premier Family of Funds or
certain other funds in the Dreyfus Family of Funds of which you
are currently an investor. With respect to Class R shares held
by Retirement Plans, exchanges pursuant to the Auto-Exchange
Privilege may be made only between a shareholder's Retirement
Plan account in one fund and such shareholder's Retirement Plan
account in another fund. 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 day 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 of Class A shares into funds sold with a sales
load. No CDSC will be imposed on Class B or Class C shares at
the time of an exchange; however, Class B or Class C shares
acquired through an exchange will be subject to the higher CDSC
applicable to the exchanged or acquired shares. The CDSC
applicable on redemption of the acquired Class B or Class C
shares will be calculated from the date of the initial purchase
of the Class B or Class C shares exchanged, as the case may be.
See "Shareholder Services" in the Statement of Additional
Information. The right to exercise this Privilege may be
modified or canceled 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 Premier Equity Funds, Inc., 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 Premier Family of
Funds or the Dreyfus Family of Funds eligible to participate in
this Privilege, or to obtain an Auto-Exchange Authorization
Form, please call toll free 1-800-645-6561. See "Dividends,
Distributions and Taxes."
Automatic Asset Builder(registered trademark)
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 an Automatic
Asset Builder account, you 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 Premier Equity
Funds, Inc., 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.
Government Direct Deposit Privilege
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 cer-
tain 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
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 this Privilege. The appropriate
form may be obtained by calling 1-800-645-6561. Death or legal
incapacity will terminate your participation in this Privilege.
You may elect at any time to terminate your participation by
notifying in writing the appropriate Federal agency. The Fund
may terminate your participation upon 30 days' notice to you.
Dividend Options
Dividend Sweep enables you to invest automatically
dividends or dividends and capital gain distributions, if any,
paid by the Fund in shares of the same Class of another fund in
the Premier Family of Funds or 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 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 or class that
charges a CDSC, the shares purchased will be subject on
redemption to the CDSC, if any, applicable to the purchased
shares. See "Shareholder Services" in the Statement of
Additional Information. Dividend ACH permits 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 Premier Equity Funds, Inc.,
P.O. Box 9671, Providence, Rhode Island 02940-9671. To select a
new fund after cancellation, you must submit a new Dividend
Options Form. 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 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 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. Particular Retirement Plans, including Dreyfus
sponsored retirement plans, may permit certain participants to
establish an automatic withdrawal plan from such Retirement
Plans. Participants should consult their Retirement Plan
sponsor and tax adviser for details. Such a withdrawal plan is
different than the Automatic Withdrawal Plan. An application
for the Automatic Withdrawal Plan can be obtained by calling
1-800-645-6561. There is a service charge of 50 cents for each
withdrawal check. 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.
Class B and Class C shares withdrawn pursuant to the
Automatic Withdrawal Plan will be subject to any applicable
CDSC. Purchases of additional Class A shares where the sales
load is imposed concurrently with withdrawals of Class A shares
generally are undesirable.
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 toll free: for Keogh Plans, please call 1-800-358-5566;
for IRAs and IRA "Rollover Accounts," please call
1-800-645-6561; for SEP-IRAs, 401(k) Salary Reduction Plans and
403(b)(7) Plans, please call 1-800-322-7880.
Letter of Intent--Class A Shares
By signing a Letter of Intent form, which can be
obtained by calling 1-800-645-6561, you become eligible for the
reduced sales load applicable to the total number of Eligible
Fund shares purchased in a 13-month period pursuant to the terms
and conditions set forth in the Letter of Intent. A minimum
initial purchase of $5,000 is required. To compute the
applicable sales load, the offering price of shares you hold (on
the date of submission of the Letter of Intent) in any Eligible
Fund that may be used toward "Right of Accumulation" benefits
described above may be used as a credit toward completion of the
Letter of Intent. However, the reduced sales load will be
applied only to new purchases.
The Transfer Agent will hold in escrow 5% of the
amount indicated in the Letter of Intent for payment of a higher
sales load if you do not purchase the full amount indicated in
the Letter of Intent. The escrow will be released when you
fulfill the terms of the Letter of Intent by purchasing the
specified amount. If your purchases qualify for a further sales
load reduction, the sales load will be adjusted to reflect your
total purchase at the end of 13 months. If total purchases are
less than the amount specified, you will be requested to remit
an amount equal to the difference between the sales load
actually paid and the sales load applicable to the aggregate
purchases actually made. If such remittance is not received
within 20 days, the Transfer Agent, as attorney-in-fact pursuant
to the terms of the Letter of Intent, will redeem an appropriate
number of Class A shares of the Fund held in escrow to realize
the difference. Signing a Letter of Intent does not bind you to
purchase, or the Fund to sell, the full amount indicated at the
sales load in effect at the time of signing, but you must
complete the intended purchase to obtain the reduced sales load.
At the time you purchase Class A shares, you must indicate your
intention to do so under a Letter of Intent.
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 as described below. If you hold Fund shares of more than
one Class, any request for redemption must specify the Class of
shares being redeemed. If you fail to specify the Class of
shares to be redeemed or if you own fewer shares of the Class
than specified to be redeemed, the redemption request may be
delayed until the Transfer Agent receives further instructions
from you or your Service Agent.
The Fund imposes no charges (other than any applicable
CDSC) when shares are redeemed. Service Agents or other
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 upon the Fund's
then-current net asset value.
Distributions from qualified Retirement Plans, IRAs
(including IRA "Rollover Accounts") and certain non-qualified
deferred compensation plans, except distributions representing
returns of non-deductible contributions to the Retirement Plan
or IRA, generally are taxable income to the participant.
Distributions from such a Retirement Plan or IRA to a
participant prior to the time the participant reaches age 59-1/2
or becomes permanently disabled may subject the participant to
an additional 10% penalty tax imposed by the IRS. Participants
should consult their tax advisers concerning the timing and
consequences of distributions from a Retirement Plan or IRA.
Participants in qualified Retirement Plans will receive a
disclosure statement describing the consequences of a
distribution from such a Plan from the administrator, trustee or
custodian of the Plan, before receiving the distribution. The
Fund will not report to the IRS redemptions of Fund shares by
qualified Retirement Plans, IRAs or certain non-qualified
deferred compensation plans. The administrator, trustee or
custodian of such Retirement Plans and IRAs will be responsible
for reporting distributions from such Plans and IRAs to the IRS.
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 the TeleTransfer
Privilege or through 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, TeleTransfer purchase or
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 TeleTransfer Privilege for a period of eight business days
after receipt by the Transfer Agent of the purchase check, the
TeleTransfer purchase or the 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.
The Fund reserves the right to redeem your account at
its option upon not less than 45 days' written notice if your
account's net asset value is $500 or less and remains so during
the notice period.
Contingent Deferred Sales Charge
Class B Shares--A CDSC payable to the Distributor is imposed on
any redemption of Class B shares which reduces the current net
asset value of your Class B shares to an amount which is lower
than the dollar amount of all payments by you for the purchase
of Class B shares of the Fund held by you at the time of
redemption. No CDSC will be imposed to the extent that the net
asset value of the Class B shares redeemed does not exceed (i)
the current net asset value of Class B shares acquired through
reinvestment of dividends or capital gain distributions, plus
(ii) increases in the net asset value of your Class B shares
above the dollar amount of all your payments for the purchase of
Class B shares held by you at the time of redemption.
If the aggregate value of Class B shares redeemed has
declined below their original cost as a result of the Fund's
performance, a CDSC may be applied to the then-current net asset
value rather than the purchase price.
In circumstances where the CDSC is imposed, the amount
of the charge will depend on the number of years from the time
you purchased the Class B shares until the time of redemption of
such shares. Solely for purposes of determining the number of
years from the time of any payment for the purchase of Class B
shares, all payments during a month will be aggregated and
deemed to have been made on the first day of the month. The
following table sets forth the rates of the CDSC:
CDSC as a
% of Amount
Year Since Invested or
Purchase Payment Redemption
Was Made Proceeds
First . . . . . . . . . . . . . . . . . . . . . . . 4.00
Second. . . . . . . . . . . . . . . . . . . . . . . 4.00
Third . . . . . . . . . . . . . . . . . . . . . . . 3.00
Fourth. . . . . . . . . . . . . . . . . . . . . . . 3.00
Fifth . . . . . . . . . . . . . . . . . . . . . . . 2.00
Sixth . . . . . . . . . . . . . . . . . . . . . . . 1.00
In determining whether a CDSC is applicable to a
redemption, the calculation will be made in a manner that
results in the lowest possible rate. It will be assumed that
the redemption is made first of amounts representing shares
acquired pursuant to the reinvestment of dividends and
distributions; then of amounts representing the increase in net
asset value of Class B shares above the total amount of payments
for the purchase of Class B shares made during the preceding six
years; then of amounts representing the cost of shares purchased
six years prior to the redemption; and finally, of amounts
representing the cost of shares held for the longest period of
time within the applicable six-year period.
For example, assume an investor purchased 100 shares
at $10 share for a cost of $1,000. Subsequently, the
shareholder acquired five additional shares through dividend
reinvestment. During the second year after the purchase the
investor decided to redeem $500 of his or her investment.
Assuming at the time of the redemption the net asset value had
appreciated to $12 per share, the value of the investor's shares
would be $1,260 (105 shares at $12 per share). The CDSC would
not be applied to the value of the reinvested dividend shares
and the amount which represents appreciation ($260). Therefore,
$240 of the $500 redemption proceeds ($500 minus $260) would be
charged at a rate of 4% (the applicable rate in the second year
after purchase) for a total CDSC of $9.60.
Class C Shares--A CDSC of 1% payable to the Distributor is
imposed on any redemption of Class C shares within one year of
the date of purchase. The basis for calculating the payment of
any such CDSC will be the method used in calculating the CDSC
for Class B shares. See "Contingent Deferred Sales
Charge--Class B Shares" above.
Waiver of CDSC--The CDSC applicable to Class B and Class C
shares may be waived in connection with (a) redemptions made
within one year after the death or disability, as defined in
Section 72(m)(7) of the Code, of the shareholder, (b)
redemptions by employees participating in Eligible Benefit
Plans, (c) redemptions as a result of a combination of any
investment company with the Fund by merger, acquisition of
assets or otherwise and (d) a distribution following retirement
under a tax-deferred retirement plan or upon attaining age
70-1/2 in the case of an IRA or Keogh plan or custodial account
pursuant to Section 403(b) of the Code. If the Company's Board
determines to discontinue the waiver of the CDSC, the disclosure
in the Fund's prospectus will be revised appropriately. Any
Fund shares subject to a CDSC which were purchased prior to the
termination of such waiver will have the CDSC waived as provided
in the Fund's prospectus at the time of the purchase of such
shares.
To qualify for a waiver of the CDSC, at the time of
redemption you must notify the Transfer Agent or your Service
Agent must notify the Distributor. Any such qualification is
subject to confirmation of your entitlement.
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
TeleTransfer Privilege. If you are a client of a Selected
Dealer, you may redeem shares through the Selected Dealer. If
you have given your Service Agent authority to instruct the
Transfer Agent to redeem shares and to credit the proceeds of
such redemptions to a designated account at your Service Agent,
you may redeem shares only in this manner and in accordance with
the regular redemption procedure described below. If you wish
to use the other redemption methods described below, you must
arrange with your Service Agent for delivery of the required
application(s) to the Transfer Agent. Other redemption
procedures may be in effect for clients of certain Service
Agents and institutions. 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.
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, or a representative of your Service Agent, 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 pro-
cedures 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 Premier Equity
Funds, Inc., P.O. Box 9671, Providence, Rhode Island 02940-9671.
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 contact your Service
Agent or call the telephone number listed on the cover of this
Prospectus.
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. Shares held under
Keogh Plans, IRAs or other retirement plans, and shares for
which certificates have been issued, are not eligible for this
Privilege.
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. Shares held under Keogh
Plans, IRAs or other retirement plans, and shares for which
certificates have been issued, are not eligible for this
Privilege.
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 so 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 TeleTransfer Privilege for transfer to their bank
account not more than $250,000 within any 30-day period. The
Fund reserves the right to refuse any request made by telephone,
including requests made shortly after a change of address, and
may limit the amount involved or the number of such requests.
If you have selected the TeleTransfer Privilege, you
may request a TeleTransfer redemption of shares by telephoning
1-800-645-6561 or, if you are calling from overseas, call 516-
794-5452. Shares held under Keogh Plans, IRAs or other
retirement plans, and shares issued in certificate form, are not
eligible for this Privilege.
Redemption Through a Selected Dealer--If you are a customer of a
Selected Dealer, you may make redemption requests to your
Selected Dealer. If the Selected Dealer transmits the
redemption request so that it is received by the Transfer Agent
prior to the close of trading on the floor of the New York Stock
Exchange (currently 4:00 p.m., New York time), the redemption
request will be effective on that day. If a redemption request
is received by the Transfer Agent after the close of trading on
the floor of the New York Stock Exchange, the redemption request
will be effective on the next business day. It is the
responsibility of the Selected Dealer to transmit a request so
that it is received in a timely manner. The proceeds of the
redemption are credited to your account with the Selected
Dealer. See "How to Buy Shares" for a discussion of additional
conditions or fees that may be imposed upon redemption.
In addition, the Distributor or its designee will
accept orders from Selected Dealers with which the Distributor
has sales agreements for the repurchase of shares held by
shareholders. Repurchase orders received by dealers by 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
Selected Dealer to transmit orders on a timely basis. The
Selected Dealer may charge the shareholder a fee for executing
the order. This repurchase arrangement is discretionary and may
be withdrawn at any time.
Reinvestment Privilege--Class A Shares--Upon written request,
you may reinvest up to the number of Class A shares you have
redeemed, within 30 days of redemption, at the then-prevailing
net asset value without a sales load, or reinstate your account
for the purpose of exercising the Exchange Privilege. The
Reinvestment Privilege may be exercised only once.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN
(CLASS A, CLASS B and CLASS C ONLY)
Class B and Class C shares are subject to a
Distribution Plan and Class A, Class B and Class C shares are
subject to a Shareholder Services Plan.
Distribution Plan--Under the Distribution Plan, adopted pursuant
to Rule 12b-1 under the 1940 Act, the Fund pays the Distributor
for distributing the Fund's Class B and Class C shares at an
annual rate of .75 of 1% of the value of the average daily net
assets of Class B and Class C.
Shareholder Services Plan--Under the Shareholder Services Plan,
the Fund pays the Distributor for the provision of certain
services to the holders of Class A, Class B and Class C shares a
fee at the annual rate of .25 of 1% of the value of the average
daily net assets of each such Class. The services provided may
include personal services relating to shareholder accounts, such
as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to
the maintenance of shareholder accounts. The Distributor may
make payments to Service Agents in respect of these services.
The Distributor determines the amounts to be paid to Service
Agents.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Under the Code, the Fund is treated as a separate
entity for purposes of qualification and taxation as a regulated
investment company. The Fund ordinarily declares and pays
dividends from its 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 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 in cash or to reinvest in additional shares at
net asset value. Dividends and distributions paid in cash to
Retirement Plans, however, may be subject to additional tax as
described below. All expenses are accrued daily and deducted
before declaration of dividends to investors. Dividends paid by
each Class will be calculated at the same time and in the same
manner and will be of the same amount, except that the expenses
attributable solely to a particular Class will be borne
exclusively by such Class. Class B and C shares will receive
lower per share dividends than Class A shares which will receive
lower per share dividends than Class R shares because of the
higher expenses borne by the relevant Class. See "Fee Table."
Dividends paid by the Fund to qualified Retirement
Plans, IRAs (including IRA "Rollover Accounts") or certain non-
qualified deferred compensation plans ordinarily will not be
subject to taxation until the proceeds are distributed from the
Retirement Plan or IRA. The Fund will not report dividends paid
to such Plans and IRAs to the IRS. Generally, distributions
from such Retirement Plans and IRAs, except those representing
returns of non-deductible contributions thereto, will be taxable
as ordinary income and, if made prior to the time the
participant reaches age 59-1/2, generally will be subject to an
additional tax equal to 10% of the taxable portion of the
distribution. If the distribution from such a Retirement Plan
(other than certain governmental or church plans) or IRA for any
taxable year following the year in which the participant reaches
age 70-1/2 is less than the "minimum required distribution" for
that taxable year, an excise tax equal to 50% of the deficiency
may be imposed by the IRS. The administrator, trustee or
custodian of such a Retirement Plan or IRA will be responsible
for reporting distributions from such Plans and IRAs to the IRS.
Participants in qualified Retirement Plans will receive a
disclosure statement describing the consequences of a
distribution from such a Plan from the administrator, trustee or
custodian of the Plan prior to receiving the distribution.
Moreover, certain contributions to a qualified Retirement Plan
or IRA in excess of the amounts permitted by law may be subject
to an excise tax.
Dividends derived from net investment income, together
with distributions from net realized short-term securities gains
and all or a portion of any gains realized from the sale or
other disposition of certain market discount bonds, paid by the
Fund will be taxable to U.S. shareholders and to certain
non-qualified Retirement Plans as ordinary income whether
received in cash or reinvested in additional shares.
Distributions from net realized long-term securities gains of
the Fund will be taxable to U.S. shareholders and to certain
non-qualified Retirement Plans as long-term capital gains for
Federal income tax purposes, regardless of how long shareholders
have held their Fund shares and whether such distributions are
received in cash or reinvested in Fund shares. The Code
provides that the net capital gain of an individual generally
will not be subject to Federal income tax 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 gains 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. Participants in a
Retirement Plan or IRA should receive periodic statements from
the trustee, custodian or administrator of their Plan.
The Code provides for the "carryover" of some or all
of the sales load imposed on Class A shares if an investor
exchanges such shares for shares of another fund advised or
administered by The Dreyfus Corporation within 91 days of
purchase and such other fund reduces or eliminates its otherwise
applicable sales load for the purpose of the exchange. In this
case, the amount of the sales load charged the investor for such
shares, up to the amount of the reduction of the sales load
charge on the exchange, is not included in the basis of such
shares for purposes of computing gain or loss on the exchange,
and instead is added to the basis of the fund shares received on
the exchange.
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, or an exchange on behalf
of a Retirement Plan which is not tax exempt may result in, a
taxable gain or loss.
With respect to individual investors and certain non-
qualified Retirement Plans, 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 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 consti-
tute 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.
It is expected that the Fund will qualify as a
"regulated investment company" under the Code so long as 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 earnings 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.
PERFORMANCE INFORMATION
For purposes of advertising, performance for each
Class may be calculated on the basis of average annual total
return and/or total return. These total return figures reflect
changes in the price of the shares and assume that any income
dividends and/or capital gains distributions made by the Fund
during the measuring period were reinvested in shares of the
same Class. These figures also take into account any applicable
service and distribution fees. As a result, at any given time,
the performance of Class B and Class C should be expected to be
lower than that of Class A and the performance of Class A, Class
B and Class C should be expected to be lower than that of Class
R. Performance for each Class will be calculated separately.
Average annual total return is calculated pursuant to
a standardized formula which assumes that an investment 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, or for shorter periods depending upon
the length of time during which the Fund has operated.
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 (or maximum
offering price in the case of Class A shares) 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. Total
return also may be calculated by using the net asset value per
share at the beginning of the period instead of the maximum
offering price per share at the beginning of the period for
Class A shares or without giving effect to any applicable CDSC
at the end of the period for Class B or Class C shares.
Calculations based on the net asset value per share do not
reflect the deduction of the sales load on the Fund's Class A
shares, which, if reflected, would reduce the performance
quoted.
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., Standard &
Poor's 500 Stock Index, Standard & Poor's MidCap 400 Index,
Wilshire 5000 Index, the Dow Jones Industrial Average, Money
Magazine, Morningstar, Inc. and other industry publications.
GENERAL INFORMATION
The Company was originally incorporated under Delaware
law in November 1968 and became a Maryland corporation on April
30, 1974. Before December __, 199_, the Company's name was
Premier Capital Growth Fund, Inc. and before February 1993 it
was The Dreyfus Leverage Fund, Inc. The Company is authorized
to issue 800 million shares of Common Stock (with 200 million
allocated to the Fund), par value $1.00 per share. The Fund's
shares are classified into four classes--Class A, Class B, Class
C and Class R. Each share has one vote and shareholders will
vote in the aggregate and not by class except as otherwise
required by law. However, only holders of Class B or Class C
shares, as the case may be, will be entitled to vote on matters
submitted to shareholders pertaining to its Distribution Plan.
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 Company's By-Laws, the
holders of at least 10% of the shares outstanding and entitled
to vote may require the Company to hold a special meeting of
shareholders for purposes of removing a Board member from office
or for any other purpose. Shareholders may remove a Board
member by the affirmative vote of a majority of the Company's
outstanding voting shares. In addition, the 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 Company is a "series fund," which is a mutual fund
divided into separate portfolios, each of which is treated as a
separate entity for certain matters under the 1940 Act and for
other purposes. A shareholder of one portfolio is not deemed to
be a shareholder of any other portfolio. For certain matters
shareholders vote together as a group; as to others they vote
separately by portfolio. By this Prospectus, shares of the Fund
are being offered. Other portfolios are sold pursuant to other
offering documents.
To date, the Board has authorized the creation of
three series of shares. All consideration received by the
Company for shares of one of the series and all assets in which
such consideration is invested will belong to that series
(subject only to the rights of creditors of the Company) and
will be subject to the liabilities related thereto. The income
attributable to, and the expenses of, one series are treated
separately from those of the other series. The Company has the
ability to create, from time to time, new series without
shareholder approval.
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.
<PAGE>
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 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.
Short-Selling--In these transactions, the Fund sells a security
it does not own in anticipation of a decline in the market value
of the security. To complete the transaction, the Fund must
borrow the security to make delivery to the buyer. The Fund is
obligated to replace the security borrowed by purchasing it
subsequently at the market price at the time of replacement.
The price at such time may be more or less than the price at
which the security was sold by the Fund. The Fund will incur a
loss if the price of the security increases between the date of
the short sale and the date on which the Fund replaces the
borrowed security; it will realize a gain if the security
declines in price between those dates.
Securities will not be sold short if, after effect is
given to any such short sale, the total market value of all
securities sold short would exceed 25% of the value of the
Fund's net assets. The Fund may not sell short the securities
of any single issuer listed on a national securities exchange to
the extent of more than 5% of the value of the Fund's net
assets. The Fund may not sell short the securities of any class
of an issuer if, as a result of such sale, the Fund would have
sold short in the aggregate more than 5% of the outstanding
securities of that class.
The Fund also may make short sales "against the box,"
in which the Fund enters into a short sale of a security it owns
in order to hedge an unrealized gain on the security. At no
time will more than 15% of the value of the Fund's net assets be
in deposits on short sales against the box.
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 33-1/3% of the value of
such company's 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--Although the Fund will not be a commodity
pool, Derivatives subject the Fund to the rules of the Commodity
Futures Trading Commission which limit the extent to which the
Fund can invest in certain Derivatives. The Fund may invest in
futures contracts and options with respect thereto for hedging
purposes without limit. However, the Fund may not invest in
such contracts and options for other purposes if the sum of the
amount of initial margin deposits and premiums paid for
unexpired options with respect to such contracts, other than for
bona fide hedging purposes, exceed 5% of the liquidation value
of the Fund's assets, after taking into account unrealized
profits and unrealized losses on such contracts and options;
provided, however, that in the case of an option that is
in-the-money at the time of purchase, the in-the-money amount
may be excluded in calculating the 5% limitation.
Certain Portfolio Securities
Convertible Securities--Convertible securities are fixed-income
securities that may be converted at either a stated price or
stated rate into underlying shares of common stock and,
therefore, are deemed to be equity securities for purposes of
the Fund's management policies. 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.
American Depositary Receipts--The Fund may invest in the
securities of foreign issuers in the form of American Depositary
Receipts ("ADRs"). These securities may not necessarily be
denominated in the same currency as the securities into which
they may be converted. ADRs are receipts typically issued by a
United States bank or trust company which evidence ownership of
underlying securities issued by a foreign corporation.
Money Market Instruments--The Fund may invest, in the
circumstances described under "Description of the Fund--
Management Policies," 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.
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 Corporation to be of
comparable quality to those rated obligations which may be
purchased by the Fund.
Illiquid Securities--The Fund may invest up to 15% 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 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.
Ratings--Securities rated Ba by Moody's are judged to have
speculative elements; their future cannot be considered as well
assured and often the protection of interest and principal
payments may be very moderate. Securities rated BB by S&P,
Fitch or Duff are regarded as having predominantly speculative
characteristics and, while such obligations have less near-term
vulnerability to default than other speculative grade debt, they
face major ongoing uncertainties or exposure to adverse
business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal
payments. Securities rated Caa by Moody's or CCC by S&P, Fitch
or Duff are of poor standing and may be in default or there may
be present elements of danger with respect to principal or
interest. Such securities, though high yielding, are
characterized by great risk. See "Appendix" in the Statement of
Additional Information for a general description of securities
ratings.
The ratings of Moody's, S&P, Fitch or Duff represent their
opinions as to the quality of the obligations which they
undertake to rate. Ratings are relative and subjective and,
although ratings may be useful in evaluating the safety of
interest and principal payments, they do not evaluate the market
value risk of such obligations. Although these ratings may be
an initial criterion for selection of portfolio investments, The
Dreyfus Corporation also will evaluate these securities and the
ability of the issuers of such securities to pay interest and
principal. The Fund's ability to achieve its investment
objective may be more dependent on The Dreyfus Corporation's
credit analysis than might be the case for a fund that invested
in higher rated securities.
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>
PREMIER EQUITY FUNDS, INC.
PREMIER CAPITAL GROWTH FUND
PREMIER GROWTH AND INCOME FUND
PREMIER EMERGING MARKETS FUND
CLASS A, CLASS B, CLASS C AND CLASS R
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
JANUARY 2, 1996
This Statement of Additional Information, which is not
a prospectus, supplements and should be read in conjunction with
the current Prospectus of the series named above (each, a
"Fund") of Premier Equity Funds, Inc. (the "Company"), dated
January 2, 1996, as each may be revised from time to time. To
obtain a copy of the relevant Fund's Prospectus, please write to
the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144.
The Dreyfus Corporation (the "Manager") serves as each
Fund's investment adviser.
Premier Mutual Fund Services, Inc. (the "Distributor")
is the distributor of each Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies. . . . . B-2
Management of the Company . . . . . . . . . . . . . . B-17
Management Agreement. . . . . . . . . . . . . . . . . B-21
Purchase of Shares . . . . . . . . . . . . . . . . . B-24
Distribution Plan and
Shareholder Services Plan . . . . . . . . . . . . . B-26
Redemption of Shares. . . . . . . . . . . . . . . . . B-27
Shareholder Services. . . . . . . . . . . . . . . . . B-29
Determination of Net Asset Value. . . . . . . . . . . B-33
Dividends, Distributions and Taxes. . . . . . . . . . B-34
Portfolio Transactions. . . . . . . . . . . . . . . . B-37
Performance Information . . . . . . . . . . . . . . . B-38
Information About the Funds . . . . . . . . . . . . . B-39
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors. . . . . . . . . . B-40
Appendix. . . . . . . . . . . . . . . . . . . . . . . B-41
Financial Statements. . . . . . . . . . . . . . . . . B-49
Report of Independent Auditors. . . . . . . . . . . . B-
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be
read in conjunction with the sections in each Fund's Prospectus
entitled "Description of the Fund" and "Appendix."
Portfolio Securities
American, European and Continental Depositary
Receipts. (All Funds) A Fund may invest in American Depositary
Receipts, European Depositary Receipts and Continental
Depositary Receipts through "sponsored" or "unsponsored"
facilities. A sponsored facility is established jointly by the
issuer of the underlying security and a depositary, whereas a
depositary may establish an unsponsored facility without
participation by the issuer of the deposited security. Holders
of unsponsored depositary receipts generally bear all the costs
of such facilities and the depositary of an unsponsored facility
frequently is under no obligation to distribute shareholder
communications received from the issuer of the deposited
security or to pass through voting rights to the holders of such
receipts in respect of the deposited securities.
Repurchase Agreements. (All Funds) The Funds'
custodian or sub-custodian will have custody of, and will hold
in a segregated account, securities acquired by a 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, each 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
the resale price.
Commercial Paper and Other Short-Term Corporate
Obligations. (All Funds) These instruments include variable
amount master demand notes, which are obligations that permit a
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 a 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. (All Funds) Convertible
securities are fixed-income securities that may be converted at
either a stated price or stated rate into underlying shares of
common stock and, therefore, are deemed to be equity securities
for purposes of the Funds' management policies. 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 generally, 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.
As fixed-income securities, convertible securities are
investments that provide for a stable stream of income with
generally higher yields than common stocks. As with all fixed-
income securities, there can be no assurance of current income
because the issuers of the convertible securities may default on
their obligations. Convertible securities, however, generally
offer lower interest or dividend yields than non-convertible
securities of similar quality because of the potential for
capital appreciation. 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.
Closed-End Investment Companies. (All Funds) A Fund
may invest in securities issued by closed-end investment
companies. Under the Investment Company Act of 1940, as amended
(the "1940 Act"), a Fund's investment in such securities,
subject to certain exceptions, currently is limited to (i) 3% of
the total voting stock of any one investment company, (ii) 5% of
the Fund's net assets with respect to any one investment company
and (iii) 10% of the Fund's net assets in the aggregate.
Investments in the securities of other investment companies may
involve duplication of advisory fees and certain other expenses.
Foreign Government Obligations; Securities of
Supranational Entities. (All Funds) A Fund may invest in
obligations issued or guaranteed by one or more foreign
governments or any of their political subdivisions, agencies or
instrumentalities that are determined by the Manager to be of
comparable quality to the other obligations in which the Fund
may invest. Such securities also include debt obligations of
supranational entities. Supranational entities include
international organizations designated or supported by
governmental entities to promote economic reconstruction or
development and international banking institutions and related
government agencies. Examples include the International Bank
for Reconstruction and Development (the World Bank), the
European Coal and Steel Community, the Asian Development Bank
and the InterAmerican Development Bank.
Illiquid Securities. (All Funds) When purchasing
securities that have not been registered under the Securities
Act of 1933, as amended, and are not readily marketable, each
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 unregistered 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
Company's Board. Because it is not possible to predict with
assurance how the market for specific restricted securities sold
pursuant to Rule 144A will develop, the Company's Board has
directed the Manager to monitor carefully the relevant 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, a Fund's investing in such
securities may have the effect of increasing the level of
illiquidity in its investment portfolio during such period.
Management Policies
Leverage. (All Funds) For borrowings for investment
purposes, the 1940 Act requires the Fund to maintain continuous
asset coverage (that is, total assets including borrowings, less
liabilities exclusive of borrowings) of 300% of the amount
borrowed. If the required coverage should decline as a result
of market fluctuations or other reasons, a Fund may be required
to sell some of its portfolio securities within three days to
reduce the amount of its borrowings and restore the 300% asset
coverage, even though it may be disadvantageous from an
investment standpoint to sell securities at that time. Each
Fund also may be required to maintain minimum average balances
in connection with such borrowing or pay a commitment or other
fee to maintain a line of credit; either of these requirements
would increase the cost of borrowing over the stated interest
rate. To the extent a Fund enters into a reverse repurchase
agreement, the Fund will maintain in a segregated custodial
account cash or U.S. Government securities or other high quality
liquid debt securities at least equal to the aggregate amount of
its reverse repurchase obligations, plus accrued interest, in
certain cases, in accordance with releases promulgated by the
Securities and Exchange Commission. The Securities and Exchange
Commission views reverse repurchase transactions as
collateralized borrowings by a Fund.
Short-Selling. (All Funds) In these transactions, a
Fund sells a security it does not own in anticipation of a
decline in the market value of the security. To complete the
transaction, the Fund must borrow the security to make delivery
to the buyer. The Fund is obligated to replace the security
borrowed by purchasing it subsequently at the market price at
the time of replacement. A Fund will incur a loss if the price
of the security increases between the date of the short sale and
the date on which the Fund replaces the borrowed security; it
will realize a gain if the security declines in price between
those dates.
Securities will not be sold short if, after effect is
given to any such short sale, the total market value of all
securities sold short would exceed 25% of the value of a Fund's
net assets. A Fund may not sell short the securities of any
single issuer listed on a national securities exchange to the
extent of more than 5% of the value of the Fund's net assets. A
Fund may not sell short the securities of any class of an issuer
if, as a result of such sale, the Fund would have sold short in
the aggregate more than 5% of the outstanding securities of that
class.
A Fund also may make short sales "against the box," in
which the Fund enters into a short sale of a security it owns in
order to hedge an unrealized gain on the security. At no time
will more than 15% of the value of the Fund's net assets be in
deposits on short sales against the box.
Until a Fund closes its short position or replaces the
borrowed security, it will: (a) maintain a segregated account,
containing cash or U.S. Government securities, at such a level
that the amount deposited in the account plus the amount
deposited with the broker as collateral will equal the
current value of the security sold short; or (b) otherwise
cover its short position.
Lending Portfolio Securities. (Premier Capital Growth
Fund only) In connection with its securities lending
transactions, Premier Capital Growth 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 Company's Board must terminate the
loan and regain the right to vote the securities if a material
event adversely affecting the investment occurs.
Derivatives. (All Funds) A 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 a Fund to increase, decrease or change the level of risk
to which its portfolio is exposed in much the same way as the
Fund can increase, decrease or change the risk of its portfolio
by making investments in specific securities.
In addition, 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 a Fund's performance.
If a 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. A Fund also
could experience losses if its Derivatives were poorly
correlated with its other investments, or if the Fund 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.
A Fund may invest up to 5% of its assets, represented
by the premium paid, in the purchase of call and put options. A
Fund may write (i.e., sell) covered call and put option
contracts to the extent of 20% of the value of its net assets at
the time such option contracts are written. 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 purchase of Derivatives. To
maintain this required cover, a 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. 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., 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 a 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.
Futures Transactions--In General. (All Funds) A Fund
may enter into futures contracts in U.S. domestic markets, such
as the Chicago Board of Trade and the International Monetary
Market of the Chicago Mercantile Exchange, or, if permitted in
its Prospectus, on exchanges located outside the United States,
such as the London International Financial Futures Exchange and
the Sydney Futures Exchange Limited. Foreign markets may offer
advantages such as trading opportunities or arbitrage
possibilities not available in the United States. Foreign
markets, however, may have greater risk potential than domestic
markets. For example, some foreign exchanges are principal
markets so that no common clearing facility exists and an
investor may look only to the broker for performance of the
contract. In addition, any profits that a Fund might realize in
trading could be eliminated by adverse changes in the exchange
rate, or the Fund could incur losses as a result of those
changes. Transactions on foreign exchanges may include both
commodities which are traded on domestic exchanges and those
which are not. Unlike trading on domestic commodity exchanges,
trading on foreign commodity exchanges is not regulated by the
Commodity Futures Trading Commission.
Engaging in these transactions involves risk of loss
to a Fund which could adversely affect the value of the Fund's
net assets. Although each Fund intends to purchase or sell
futures contracts only if there is an active market for such
contracts, no assurance can be given that a liquid market will
exist for any particular contract at any particular time. Many
futures exchanges and boards of trade limit the amount of
fluctuation permitted in futures contract prices during a single
trading day. Once the daily limit has been reached in a
particular contract, no trades may be made that day at a price
beyond that limit or trading may be suspended for specified
periods during the trading day. Futures contract prices could
move to the limit for several consecutive trading days with
little or no trading, thereby preventing prompt liquidation of
futures positions and potentially subjecting the Fund to
substantial losses.
Successful use of futures by a Fund also is subject to
the ability of the Manager to predict correctly movements in the
direction of the relevant market and, to the extent the
transaction is entered into for hedging purposes, to ascertain
the appropriate correlation between the transaction being hedged
and the price movements of the futures contract. For example,
if a Fund uses futures to hedge against the possibility of a
decline in the market value of securities held in its portfolio
and the prices of such securities instead increase, the Fund
will lose part or all of the benefit of the increased value of
securities which it has hedged because it will have offsetting
losses in its futures positions. Furthermore, if in such
circumstances the Fund has insufficient cash, it may have to
sell securities to meet daily variation margin requirements. A
Fund may have to sell such securities at a time when it may be
disadvantageous to do so.
Pursuant to regulations and/or published positions of
the Securities and Exchange Commission, a Fund may be required
to segregate cash or high quality money market instruments in
connection with its commodities transactions in an amount
generally equal to the value of the underlying commodity. The
segregation of such assets will have the effect of limiting a
Fund's ability otherwise to invest those assets.
Specific Futures Transactions. A Fund may purchase and sell
stock index futures contracts. A stock index future obligates a
Fund to pay or receive an amount of cash equal to a fixed dollar
amount specified in the futures contract multiplied by the
difference between the settlement price of the contract on the
contract's last trading day and the value of the index based on
the stock prices of the securities that comprise it at the
opening of trading in such securities on the next business day.
A Fund may purchase and sell currency futures. A
foreign currency future obligates the Fund to purchase or sell
an amount of a specific currency at a future date at a specific
price.
Premier Growth and Income Fund may purchase and sell
interest rate futures contracts. An interest rate future
obligates the Fund to purchase or sell an amount of a specific
debt security at a future date at a specific price.
Options--In General. (All Funds) A Fund may purchase
and write (i.e., sell) 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.
A covered call option written by a Fund is a call
option with respect to which the Fund owns the underlying
security or otherwise covers the transaction by segregating cash
or other securities. A put option written by a Fund is covered
when, among other things, cash or liquid securities having a
value equal to or greater than the exercise price of the option
are placed in a segregated account with the Fund's custodian to
fulfill the obligation undertaken. The principal reason for
writing covered call and put options is to realize, through the
receipt of premiums, a greater return than would be realized on
the underlying securities alone. A Fund receives a premium from
writing covered call or put options which it retains whether or
not the option is exercised.
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. If, as a covered call option writer, the Fund is
unable to effect a closing purchase transaction in a secondary
market, it will not be able to sell the underlying security
until the option expires or it delivers the underlying security
upon exercise or it otherwise covers its position.
Specific Options Transactions. A Fund may purchase and sell
call and put options in respect of specific securities (or
groups or "baskets" of specific securities) or stock indices
listed on national securities exchanges or traded in the
over-the-counter market. An option on a stock index is similar
to an option in respect of specific securities, except that
settlement does not occur by delivery of the securities
comprising the index. Instead, the option holder receives an
amount of cash if the closing level of the stock index upon
which the option is based is greater than, in the case of a
call, or less than, in the case of a put, the exercise price of
the option. Thus, the effectiveness of purchasing or writing
stock index options will depend upon price movements in the
level of the index rather than the price of a particular stock.
A Fund may purchase and sell call and put options on
foreign currency. These options convey the right to buy or sell
the underlying currency at a price which is expected to be lower
or higher than the spot price of the currency at the time the
option is exercised or expires.
A Fund may purchase cash-settled options on equity
index swaps in pursuit of its investment objective. Equity
index swaps involve the exchange by the Fund with another party
of cash flows based upon the performance of an index or a
portion of an index of securities which usually includes
dividends. A cash-settled option on a swap gives the purchaser
the right, but not the obligation, in return for the premium
paid, to receive an amount of cash equal to the value of the
underlying swap as of the exercise date. These options
typically are purchased in privately negotiated transactions
from financial institutions, including securities brokerage
firms.
Successful use by a Fund of options will be subject to
the ability of the Manager to predict correctly movements in the
prices of individual stocks or the stock market generally. To
the extent such predictions are incorrect, a Fund may incur
losses.
Future Developments. A Fund may take advantage of
opportunities in the area of options and futures contracts and
options on futures contracts and any other Derivatives which are
not presently contemplated for use by the Fund or which are not
currently available but which may be developed, to the extent
such opportunities are both consistent with the Fund's
investment objective and legally permissible for the Fund.
Before entering into such transactions or making any such
investment, the Fund will provide appropriate disclosure in its
Prospectus or Statement of Additional Information.
Forward Commitments. (All Funds) A Fund may purchase
securities on a forward commitment or when-issued basis, which
means that delivery and payment take place a number of days
after the date of the commitment to purchase. The payment
obligation and the interest rate that will be received on a
forward commitment or when-issued security are fixed at the time
the Fund enters into the commitment. However, a Fund does not
make a payment until it receives delivery from the other party
to the transaction. A Fund will make commitments to purchase
such securities only with the intention of actually acquiring
the securities, but the Fund may sell these securities before
the settlement date if it is deemed advisable. A segregated
account of the Fund consisting of cash, cash equivalents or U.S.
Government securities or other high quality liquid debt
securities at least equal at all times to the amount of the
commitments will be established and maintained at the Fund's
custodian bank.
Securities purchased on a forward commitment or when-
issued basis are subject to changes in value (generally changing
in the same way, i.e., appreciating when interest rates decline
and depreciating when interest rates rise) based upon the
public's perception of the creditworthiness of the issuer and
changes, real or anticipated, in the level of interest rates.
Securities purchased on a forward commitment or when-issued
basis may expose a Fund to risks because they may experience
such fluctuations prior to their actual delivery. Purchasing
securities on a when-issued basis can involve the additional
risk that the yield available in the market when the delivery
takes place actually may be higher than that obtained in the
transaction itself. Purchasing securities on a forward
commitment or when-issued basis when a Fund is fully or almost
fully invested may result in greater potential fluctuation in
the value of the Fund's net assets and its net asset value per
share.
Investment Considerations and Risks
Lower Rated Securities. (Premier Growth and Income Fund only)
The Fund is permitted to invest in convertible debt securities
rated below Baa by Moody's Investors Service, Inc. ("Moody's")
and below BBB by Standard & Poor's Ratings Group, a division of
The McGraw Hill Companies, Inc. ("S&P"), Fitch Investors
Service, L.P. ("Fitch") and Duff & Phelps Credit Rating Co.
("Duff" and with Moody's, S&P and Fitch, the "Rating Agencies")
and as low as Caa by Moody's or CCC by S&P, Fitch or Duff. Such
securities, though higher yielding, are characterized by risk.
See in the Fund's Prospectus "Description of the
Fund--Investment Considerations and Risks--Lower Rated
Securities" for a discussion of certain risks and the Appendix
for a general description of the Rating Agencies' ratings.
Although ratings may be useful in evaluating the safety of
interest and principal payments, they do not evaluate the market
value risk of these securities. The Fund will rely on the
Manager's judgment, analysis and experience in evaluating the
creditworthiness of an issuer.
Investors should be aware that the market values of
many of these securities tend to be more sensitive to economic
conditions than are higher rated securities. These securities
generally are considered by the Rating Agencies to be, on
balance, predominantly speculative with respect to capacity to
pay interest and repay principal in accordance with the terms of
the obligation and generally will involve more credit risk than
securities in the higher rating categories.
Companies that issue certain of these securities often
are highly leveraged and may not have available to them more
traditional methods of financing. Therefore, the risk
associated with acquiring the securities of such issuers
generally is greater than is the case with the higher rated
securities. For example, during an economic downturn or a
sustained period of rising interest rates, highly leveraged
issuers of these securities may not have sufficient revenues to
meet their interest payment obligations. The issuer's ability
to service its debt obligations also may be affected adversely
by specific corporate developments, forecasts, or the
unavailability of additional financing. The risk of loss
because of default by the issuer is significantly greater for
the holders of these securities because such securities
generally are unsecured and often are subordinated to other
creditors of the issuer.
These securities may be particularly susceptible to
economic downturns. It is likely that an economic recession
could disrupt severely the market for such securities and may
have an adverse impact on the value of such securities. In
addition, it is likely that any such economic downturn could
adversely affect the ability of the issuers of such securities
to repay principal and pay interest thereon and increase the
incidence of default for such securities.
The Fund may acquire these securities during an
initial offering. Such securities may involve special risks
because they are new issues. The Fund has no arrangement with
any persons concerning the acquisition of such securities, and
the Manager will review carefully the credit and other
characteristics pertinent to such new issues.
Investment Restrictions
Premier Growth and Income Fund and Premier Emerging
Markets Fund only. Each of these Funds has adopted investment
restrictions numbered 1 through 8 as fundamental policies, which
cannot be changed, as to a Fund, without approval by the holders
of a majority (as defined in the 1940 Act) of such Fund's
outstanding voting shares. Investment restrictions numbered 9
through 14 are not fundamental policies and may be changed by
vote of a majority of the Company's Board members at any time.
Neither of these Funds may:
1. Invest more than 25% of the value of its total
assets in the securities of issuers in any single industry,
provided that there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.
2. Invest in commodities, except that the Fund may
purchase and sell options, forward contracts, futures contracts,
including those relating to indices, and options on futures
contracts or indices.
3. Purchase, hold or deal in real estate, or oil, gas
or other mineral leases or exploration or development programs,
but the Fund may purchase and sell securities that are secured
by real estate or issued by companies that invest or deal in
real estate or real estate investment trusts.
4. 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). For purposes
of this Investment Restriction, the entry into options, forward
contracts, futures contracts, including those relating to
indices, and options on futures contracts or indices shall not
constitute borrowing.
5. Make loans to others, except through the purchase
of debt obligations and the entry into repurchase agreements.
However, the Fund may lend its portfolio securities in an amount
not to exceed 33-1/3% of the value of its total assets. Any
loans of portfolio securities will be made according to
guidelines established by the Securities and Exchange Commission
and the Company's Board.
6. Act as an underwriter of securities of other
issuers, except to the extent the Fund may be deemed an
underwriter under the Securities Act of 1933, as amended, by
virtue of disposing of portfolio securities.
7. Issue any senior security (as such term is defined
in Section 18(f) of the 1940 Act), except to the extent the
activities permitted in Investment Restriction Nos. 2, 4, 11 and
12 may be deemed to give rise to a senior security.
8. Purchase securities on margin, but the Fund may
make margin deposits in connection with transactions in options,
forward contracts, futures contracts, including those relating
to indices, and options on futures contracts or indices.
9. Purchase securities of any company having less
than three years' continuous operations (including operations of
any predecessor) if such purchase would cause the value of the
Fund's investments in all such companies to exceed 5% of the
value of its total assets.
10. Invest in the securities of a company for the
purpose of exercising management or control, but the Fund will
vote the securities it owns in its portfolio as a shareholder in
accordance with its views.
11. Pledge, mortgage or hypothecate its assets,
except to the extent necessary to secure permitted borrowings
and to the extent related to the purchase of securities on a
when-issued or forward commitment basis and the deposit of
assets in escrow in connection with writing covered put and call
options and collateral and initial or variation margin
arrangements with respect to options, forward contracts, futures
contracts, including those relating to indices, and options on
futures contracts or indices.
12. Purchase, sell or write puts, calls or
combinations thereof, except as described in the relevant Fund's
Prospectus and Statement of Additional Information.
13. 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
15% of the value of the Fund's net assets would be so invested.
14. Purchase securities of other investment
companies, except to the extent permitted under the 1940 Act.
* * *
Premier Capital Growth Fund only. The Fund has
adopted investment restrictions numbered 1 through 12 as
fundamental policies, which cannot be changed without approval
by the holders of a majority (as defined in the 1940 Act) of the
Fund's outstanding voting shares. Investment restriction number
13 is not a fundamental policy and may be changed by vote of a
majority of the Company's Board members at any time. The Fund
may not:
1. Purchase the securities of any issuer if such
purchase would cause more than 5% of the value of its total
assets to be invested in securities of any one issuer (except
securities of the United States Government or any
instrumentality thereof) nor purchase more than 10% of the
voting securities of any one issuer.
2. Purchase securities of any company having less
than three years' continuous operation (including operations of
any predecessors) if such purchase would cause the value of the
Fund's investments in all such companies to exceed 5% of the
value of its assets.
3. Purchase securities of other investment companies,
except as they may be acquired by purchase in the open market
involving no commissions or profits to a sponsor or dealer
(other than the customary broker's commission) or except as they
may be acquired as part of a merger, consolidation or
acquisition of assets.
4. Purchase or retain the securities of any issuer if
those officers or directors of the Company or the Manager owning
individually more than 1/2 of 1% of the securities of such
issuer together own more than 5% of the securities of such
issuer.
5. Purchase, hold or deal in commodities or commodity
contracts, except as set forth in the Fund's Prospectus and
Statement of Additional Information, or in real estate (except
for corporate office purposes), but this shall not prohibit the
Fund from investing in marketable securities of companies
engaged in real estate activities or investments.
6. 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). For purposes
of this Investment Restriction, the entry into options, forward
contracts, futures contracts, including those relating to
indices, and options on futures contracts or indices shall not
constitute borrowing.
7. Lend any funds or other assets, except through the
purchase of a portion of an issue of publicly distributed bonds,
debentures or other debt securities or the purchase of bankers'
acceptances and commercial paper of corporations. However, the
Company's Board may, on the request of broker-dealers or other
institutional investors which it deems qualified, authorize the
Fund to lend securities, 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. Such security loans will not be made if, as a
result, the aggregate of such loans exceeds 10% of the value of
the Fund's total assets.
8. Act as an underwriter of securities of other
issuers.
9. Purchase from or sell to any of the Company's
officers or directors or firms of which any of them are members
any securities (other than capital stock of the Company).
10. Invest in the securities of a company for the
purpose of management or the exercise of control, but the Fund
will vote the securities it owns in its portfolio as a
shareholder in accordance with its own views.
11. Engage in the purchase and sale of put and call
options or in writing such options, except as set forth in the
Fund's Prospectus and Statement of Additional Information.
12. Concentrate its investments in any particular
industry or industries, except that the Fund may invest as much
as 25% of the value of its total assets in a single industry.
13. Pledge, mortgage or hypothecate its assets,
except to the extent necessary to secure permitted borrowings
and to the extent related to the purchase of securities on a
when-issued or forward commitment basis and the deposit of
assets in escrow in connection with writing covered put and call
options and collateral and initial or variation margin
arrangements with respect to options, forward contracts, futures
contracts, including those relating to indices, and options on
futures contracts or indices.
Premier Capital Growth Fund also has undertaken not to
purchase warrants which, valued at the lower of cost or market,
would exceed 5% of the value of the Fund's net assets. Included
within this amount, but not to exceed 2% of the value of the
Fund's net assets, may be warrants which are not listed on the
New York or American Stock Exchange. Warrants acquired by the
Fund in units or attached to securities shall not be subject to
such percentage restriction.
If a percentage restriction is adhered to at the time
of investment, a later change in percentage resulting from a
change in values or assets will not constitute a violation of
such restriction.
The Company may make commitments more restrictive than
the restrictions listed above so as to permit the sale of Fund
shares in certain states. Should the Company determine that a
commitment is no longer in the best interest of the Fund and its
shareholders, the Company reserves the right to revoke the
commitment by terminating the sale of such Fund's shares in the
state involved.
MANAGEMENT OF THE COMPANY
Directors and officers of the Company, together with
information as to their principal business occupations during at
least the last five years, are shown below. Each Director who
is deemed to be an "interested person" of the Company, as
defined in the 1940 Act, is indicated by an asterisk.
Directors of the Company
* 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 Company's distributor. From August 1994 until
December 31, 1994, he was a director of Mellon Bank
Corporation. He is also Chairman of the Board of Directors
of 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 Company, Inc., a manufacturer and marketer
of industrial threads, specialty yarns, home furnishings and
fabrics, Curtis Industries, Inc., a national distributor of
security products, chemicals and automotive and other
hardware, Simmons Outdoor Corporation and Staffing
Resources, Inc. He is 52 years old and his address is 200
Park Avenue, New York, New York 10166.
*DAVID P. FELDMAN, Director. Chairman and Chief Executive
Officer of AT&T Investment Management Corporation. He is
also a trustee of Corporate Property Investors, a real
estate investment company. He is 56 years old and his
address is One Oak Way, Berkeley Heights, New Jersey 07922.
JOHN M. FRASER, JR., Director. President of Fraser Associates,
a service company for planning and arranging corporate
meetings and other events. From September 1975 to June
1978, he was Executive Vice President of Flagship Cruises,
Ltd. Prior thereto, he was Senior Vice President and
Resident Director of the Swedish-American Line for the
United States and Canada. He is 74 years old and his
address is 133 East 64th Street, New York, New York 10021.
ROBERT R. GLAUBER, Director. Research Fellow, Center for
Business and Government at the John F. Kennedy School of
Government, Harvard University, since January 1992. He was
Under Secretary of the Treasury for Finance at the U.S.
Treasury Department, from May 1989 to January 1992. For
more than five 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 56 years old and his
address is 79 John F. Kennedy Street, Cambridge,
Massachusetts 02138.
JAMES F. HENRY, Director. President of the CPR Institute for
Dispute Resolution, a non-profit organization principally
engaged in the development of alternatives to business
litigation. He was of counsel to the law firm of Lovejoy,
Wasson & Ashton from October 1975 to December 1976 and from
October 1979 to June 1983, and was a partner of the firm
from January 1977 to September 1979. He was President and a
director of the Edna McConnell Clark Foundation, a
philanthropic organization, from September 1971 to December
1976. Mr. Henry is 65 years old and his address is c/o CPR
Institute for Dispute Resolution, 366 Madison Avenue, New
York, New York 10017.
ROSALIND GERSTEN JACOBS, Director. Director of Merchandise and
Marketing for Corporate Property Investors, a real estate
investment company. From 1974 to 1976, she was owner and
manager of a merchandise and marketing consulting firm.
Prior to 1974, she was a Vice President of Macy's, New York.
Mrs. Jacobs is 70 years old and her address is c/o Corporate
Property Investors, 305 East 47th Street, New York, New York
10017.
IRVING KRISTOL, Director. John M. Olin Distinguished Fellow of
the American Enterprise Institute for Public Policy
Research, co-editor of The Public Interest magazine, and an
author or co-editor of several books. From May 1981 to
December 1994, he was a consultant to the Manager on
economic matters; from 1969 to 1988, he was Professor of
Social Thought at the Graduate School of Business
Administration, New York University; and from September 1969
to August 1979, he was Henry R. Luce Professor of Urban
Values at New York University. Mr. Kristol is 75 years old
and his address is c/o The Public Interest, 1112 16th
Street, N.W., Suite 530, Washington, D.C. 20036.
DR. PAUL A. MARKS, Director. President and Chief Executive
Officer of Memorial Sloan-Kettering Cancer Center. He was
Vice President for Health Sciences and Director of the
Cancer Center at Columbia University from 1973 to 1980, and
Professor of Medicine and of Human Genetics and Development
at Columbia University from 1968 to 1982. He is also a
director of Pfizer, Inc., a pharmaceutical company, Life
Technologies, Inc., a life science company producing
products for cell and molecular biology and microbiology,
and Tularik, Inc., a biotechnology company, and a general
partner of LINC Venture Lease Partners II, L.P., a limited
partnership engaged in leasing. Dr. Marks is 69 years old
and his address is c/o Memorial Sloan-Kettering Cancer
Center, 1275 York Avenue, New York, New York 10021.
DR. MARTIN PERETZ, Director. Editor-in-Chief of The New
Republic magazine and a lecturer in Social Studies at Harvard
University, where he has been a member of the faculty since
1965. He is a trustee of The Center for Blood Research at
the Harvard Medical School and a director of LeukoSite Inc.,
a biopharmaceutical company. Dr. Peretz is 56 years old and
his address is c/o The New Republic, 1220 19th Street, N.W.,
Washington, D.C. 20036.
BERT W. WASSERMAN, Director. Financial Consultant. From
January 1990 to March 1995, Executive Vice President and
Chief Financial Officer, and, from January 1990 to March
1993, a director of Time Warner Inc; from 1981 to 1990, he
was a member of the office of the President and a director of
Warner Communications, Inc. He is also a member of the
Chemical Bank National Advisory Board and a director of The
New Germany Fund, Mountasia Entertainment International,
Inc. and the Lillian Vernon Corporation. Mr. Wasserman is
63 years old and his address is 126 East 56th Street, Suite
12 North, New York, New York 10022-3613.
For so long as the Company's plans described in the
section captioned "Distribution Plan and Shareholder Services
Plan" remain in effect, the Board members who are not
"interested persons" of the Company, as defined in the 1940 Act,
will be selected and nominated by the Board members who are not
"interested persons" of the Company.
The Company 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 Company for the
fiscal year ended September 30, 1995, 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 year ended
December 31, 1994, were as follows:
<TABLE>
<CAPTION>
(5)
(3) Total Compensation
(2) Pension or (4) From Company and
(1) Aggregate Retirement Benefits Estimated Annual Fund Complex
Name of Board Compensation Accrued as Part of Benefits Upon Paid to Board
Member From Company* Company's Expenses Retirement Member
<S> <C> <C> <C> <C>
Joseph S. DiMartino $5,623 none $445,000**(93)
David P. Feldman $6,112 none $85,631(37)
John M. Fraser, Jr. $7,000 none $46,766(14)
Robert R. Glauber $7,000 none $79,696(20)
James F. Henry $7,000 none $44,946(10)
Rosalind Gersten
Jacobs $7,000 none $57,638(20)
Irving Kristol $7,000 none $44,946(10)
Dr. Paul A. Marks $7,000 none $44,946(10)
Dr. Martin Peretz $7,000 none $44,946(10)
Bert W. Wasserman $7,000 none $40,720(10)
* Amount does not include reimbursed expenses for attending
Board meetings, which amounted to $728 for all Board
members as a group.
** Estimated amount for the year ending December 31, 1995.
Officers of the Company
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 30 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 33 years old.
JOSEPH S. 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 Coordinator 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 Company is 200 Park
Avenue, New York, New York 10166.
The Company's Board members and officers, as a group,
owned less than 1% of each Fund's voting securities outstanding
on December 1, 1995.
MANAGEMENT AGREEMENT
The following information supplements and should be
read in conjunction with the section in each Fund's Prospectus
entitled "Management of the Company."
Management Agreement. The Manager provides management
services pursuant to the Management Agreement (the "Agreement")
dated August 24, 1994, as amended December 11, 1995, with the
Company. As to each Fund, the Agreement is subject to annual
approval by (i) the Company's Board or (ii) vote of a majority
(as defined in the 1940 Act) of the outstanding voting securities
of such Fund, 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 Company
or the Manager, by vote cast in person at a meeting called for
the purpose of voting on such approval. The Agreement was
approved by shareholders on August 2, 1994 in respect of Premier
Capital Growth Fund, and was last approved by the Company's Board,
including a majority of the Board members who are not "interested
persons" of any party to the Agreement, at a meeting held on
December 11, 1995. As to each Fund, the Agreement is terminable without
penalty, on 60 days' notice, by the Company's Board or by vote of
the holders of a majority of such Fund's shares, or, on not less
than 90 days' notice, by the Manager. The Agreement will
terminate automatically, as to the relevant Fund, 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; 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; Henry D. Gottmann, Vice
President--Retail Sales and Service; Mark N. Jacobs, Vice
President-- Legal and Secretary; Daniel C. Maclean, Vice
President and General Counsel; Jeffrey N. Nachman, Vice
President--Mutual Fund Accounting; Andrew S. Wasser, Vice
President--Information Services; Katherine C. Wickham, Vice
President--Human Resources; Maurice Bendrihem, Controller; Elvira
Oslapas, Assistant Secretary; and Mandell L. Berman, Frank V.
Cahouet, Alvin E. Friedman, Lawrence M. Greene, Julian M.
Smerling and David B. Truman, directors.
The Manager manages each Fund's investments in
accordance with the stated policies of such Fund, subject to the
approval of the Company's Board. The Manager is responsible for
investment decisions, and provides the Funds with portfolio
managers who are authorized by the Board to execute purchases and
sales of securities. The Funds' portfolio managers are Thomas A.
Frank (with respect to Premier Capital Growth Fund), Donald C.
Geogerian (with respect to Premier Capital Growth Fund),
Richard B. Hoey (with respect to Premier Capital Growth Fund
and Premier Growth and Income Fund), Michael L. Schonberg
(with respect to Premier Capital Growth Fund), Howard Stein
(with respect to Premier Capital Growth Fund), Ernest G. Wiggins
(with respect to Premier Growth and Income Fund), Wolodymyr Wronskyj
(with respect to Premier Capital Growth Fund)
and Kelly McDermott (with respect to Premier Emerging Markets Fund).
The Manager also maintains a research department with a
professional staff of portfolio managers and securities
analysts who provide research services for the Funds 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 Funds, and furnishes statistical and research data, clerical
help, accounting, data processing, bookkeeping and internal
auditing and certain other required services to the Funds. The
Manager also may make such advertising and promotional
expenditures, using its own resources, as it from time to time
deems appropriate.
Expenses. All expenses incurred in the operation of
the Company are borne by the Company, except to the extent
specifically assumed by the Manager. The expenses borne by the
Company include: organizational costs, taxes, interest,
brokerage fees and commissions, if any, fees of Board members who
are not officers, directors, employees or holders of 5% or more
of the outstanding voting securities of the Manager or any of its
affiliates, Securities and Exchange Commission fees, state Blue
Sky qualification fees, advisory fees, charges of registrars and
custodians, transfer and dividend disbursing agents' fees,
outside auditing and legal expenses, costs of maintaining the
Company's existence, costs attributable to investor services,
costs of preparing and printing prospectuses and statements of
additional information for regulatory purposes and for
distribution to existing shareholders, costs of shareholders'
reports and meetings, and any extraordinary expenses. In
addition, Class B and Class C shares are subject to an annual
distribution fee and Class A, Class B and Class C shares are
subject to an annual service fee. See "Distribution Plan and
Shareholder Services Plan." Expenses attributable to a
particular Fund are charged against the assets of that Fund;
other expenses of the Company are allocated among the Funds on
the basis determined by the Board, including, but not limited to,
proportionately in relation to the net assets of each Fund.
As compensation for the Manager's services to the
Company, the Company has agreed to pay the Manager a monthly
management fee at the annual rate of .75 of 1% of the value of
Premier Capital Growth Fund's and Premier Growth and Income
Fund's average daily net assets and 1.25% of the value of Premier
Emerging Markets Fund's average daily net assets. For the fiscal
years ended September 30, 1993, 1994 and 1995, the management
fees paid by the Company for Premier Capital Growth Fund were
$4,191,498, $4,509,012 and $4,287,150, respectively.
The Manager has agreed that if in any fiscal year the
aggregate expenses of the Fund, exclusive of taxes, brokerage,
interest on borrowings and (with the prior written consent of the
necessary state securities commissions) extraordinary expenses,
but including the management fee, exceed, with respect to Class A
of Premier Capital Growth Fund, 1-1/2% of the average value of
such Fund's net assets attributable to its Class A shares or,
with respect to each other Class of Premier Capital Growth Fund
and with respect to each other Fund, the expense limitation of
any state having jurisdiction over the Fund, the Fund may deduct
from the payment to be made to the Manager under the Agreement,
or the Manager will bear, such excess expense. Such deduction or
payment, if any, will be estimated daily, and reconciled and
effected or paid, as the case may be, on a monthly basis.
The aggregate of the fees payable to the Manager is not
subject to reduction as the value of a Fund's net assets
increases.
PURCHASE OF SHARES
The following information supplements and should be
read in conjunction with the section in each Fund's Prospectus
entitled "How to Buy Shares."
The Distributor. The Distributor serves as each 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 Premier Family of Funds,
for funds in the Dreyfus Family of Funds and for certain other
investment companies. In some states, certain financial
institutions effecting transactions in Fund shares may be
required to register as dealers pursuant to state law.
For the period from August 24, 1994 through September
30, 1994 and for the fiscal year ended September 30, 1995, the
Distributor retained $191 and $0, respectively,
from sales loads on Premier Capital Growth Fund shares. For the
fiscal year ended September 30, 1993 and for the period from
October 1, 1993 through August 23, 1994, Dreyfus Service
Corporation, as the Company's distributor during such period,
retained $1,577,145 and $934,357, respectively, from sales loads
on Premier Capital Growth Fund shares.
Sales Loads--Class A. The scale of sales loads applies
to purchases of Class A shares made by any "purchaser," which
term includes an individual and/or spouse purchasing securities
for his, her or their own account or for the account of any minor
children, or a trustee or other fiduciary purchasing securities
for a single trust estate or a single fiduciary account
(including a pension, profit-sharing or other employee benefit
trust created pursuant to a plan qualified under Section 401 of
the Internal Revenue Code of 1986, as amended (the "Code"))
although more than one beneficiary is involved; or a group of
accounts established by or on behalf of the employees of an
employer or affiliated employers pursuant to an employee benefit
plan or other program (including accounts established pursuant to
Sections 403(b), 408(k), and 457 of the Code); or an organized
group which has been in existence for more than six months,
provided that it is not organized for the purpose of buying
redeemable securities of a registered investment company and
provided that the purchases are made through a central
administration or a single dealer, or by other means which result
in economy of sales effort or expense.
Set forth below is an example of the method of
computing the offering price of the Class A shares of Premier
Capital Growth Fund. The example assumes a purchase of Class A
shares of the Fund aggregating less than $50,000 subject to the
current schedule of sales charges set forth in the Fund's
Prospectus at a price based upon the net asset value of Premier
Capital Growth Fund's Class A shares* on September 30, 1995:
Net Asset Value per Share $16.31
Per Share Sales Charge - 4.5%
of offering price (4.7% of
net asset value per share) $ .77
Per Share Offering Price to
the Public $17.08
* Class A shares of Premier Capital Growth Fund purchased by
shareholders beneficially owning Fund shares on December 31,
1995 are subject to a different sales load schedule, as
described under "How to Buy Shares--Class A Shares" in the
Fund's Prospectus.
TeleTransfer Privilege. A TeleTransfer purchase order
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 TeleTransfer Privilege, the initial payment
for purchase of 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--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.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN
The following information supplements and should be
read in conjunction with the section in each Fund's Prospectus
entitled "Distribution Plan and Shareholder Services Plan."
Class B and Class C shares are subject to a
Distribution Plan and Class A, Class B and Class C shares are
subject to a Shareholder Services Plan.
Distribution Plan. Rule 12b-1 (the "Rule") adopted by
the Securities and Exchange Commission under the 1940 Act
provides, among other things, that an investment company may bear
expenses of distributing its shares only pursuant to a plan
adopted in accordance with the Rule. The Company's Board has
adopted such a plan with respect to Class B and Class C shares
(the "Plan") of each Fund pursuant to which the Company pays the
Distributor for distributing the relevant Class of shares. The
Company's Board believes that there is a reasonable likelihood
that Plan will benefit each Fund and the holders of Class B and
Class C shares.
A quarterly report of the amounts expended under the
Plan, and the purposes for which such expenditures were incurred,
must be made to the Board for its review. In addition, the Plan
provides that it may not be amended to increase materially the
cost which holders of Class B or Class C shares may bear pursuant
to the Plan without the approval of the holders of such Classes
and that other material amendments of the Plan must be approved
by the Company's Board and by the Board members who are not
"interested persons" (as defined in the 1940 Act) of the Company
and have no direct or indirect financial interest in the
operation of the Plan or in any agreements entered into in
connection with the Plan, by vote cast in person at a meeting
called for the purpose of considering such amendments. The Plan
is subject to annual approval by such vote of the Board members
cast in person at a meeting called for the purpose of voting on
the Plan. The Plan was so approved by the Board members at a
meeting held on December 11, 1995. As to each Fund, the Plan may
be terminated at any time by vote of a majority of the Board
members who are not "interested persons" and have no direct or
indirect financial interest in the operation of the Plan or in
any agreements entered into in connection with the Plan or by
vote of the holders of a majority of Class B and Class C shares
of such Fund.
Shareholder Services Plan. The Company has adopted a
Shareholder Services Plan with respect to each Fund, pursuant to
which the Company pays the Distributor for the provision of
certain services to the holders of Class A, Class B and Class C
shares. Under the Shareholder Services Plan, the Distributor may
make payments to certain securities dealers, financial
institutions and other financial industry professionals
(collectively, "Service Agents") in respect of these services.
A quarterly report of the amounts expended under the
Shareholder Services Plan, and the purposes for which such
expenditures were incurred, must be made to the Board members for
their review. In addition, the Shareholder Services Plan
provides that it may be amended only with the approval of the
Board members, and by the Board members who are neither
"interested persons" (as defined in the 1940 Act) of the Fund nor
have any direct or indirect financial interest in the operation
of the Shareholder Services Plan or in any agreements entered
into in connection with the Shareholder Services Plan, by vote
cast in person at a meeting called for the purpose of considering
such amendments. The Shareholder Services Plan is subject to
annual approval by such vote of the Board members cast in person
at a meeting called for the purpose of voting on the Shareholder
Services Plan. The Shareholder Services Plan was so approved on
December 11, 1995. As to each Fund, the Shareholder Services
Plan is terminable at any time by vote of a majority of the Board
members who are not "interested persons" and who have no direct
or indirect financial interest in the operation of the
Shareholder Services Plan or in any agreements entered into in
connection with the Shareholder Services Plan.
Prior Shareholder Services Plan. As of September 11, 1995,
the Company terminated its then-existing Shareholder Services
Plan pursuant to which the Company reimbursed Dreyfus Service
Corporation certain allocated expenses of providing personal
services and/or maintaining shareholder accounts at an annual
rate of up to .25 of 1% of the value of Premier Capital Growth
Fund's total assets. For the fiscal year ended September 30,
1995, the Company paid Dreyfus Service Corporation $647,159
pursuant to such plan.
REDEMPTION OF SHARES
The following information supplements and should be
read in conjunction with the section in each 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, or a representative of the
investor's Service Agent, and reasonably believed by the Transfer
Agent to be genuine. Ordinarily, the Company will initiate
payment for shares redeemed pursuant to this Privilege on the
next business day after receipt by the Transfer Agent of 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 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 also inform the operator of the Transfer Agent's
answer back sign.
To change the commercial bank or account designated to
receive 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."
TeleTransfer Privilege. Investors should be aware that
if they have selected the TeleTransfer Privilege, any request for
a wire redemption will be effected as a 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--TeleTransfer
Privilege."
Stock Certificates; Signatures. Any 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.
Redemption Commitment. The Company has committed
itself to pay in cash all redemption requests by any shareholder
of record of a Fund, limited in amount during any 90-day period
to the lesser of $250,000 or 1% of the value of such Fund's net
assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and
Exchange Commission. In the case of requests for redemption in
excess of such amount, the Board reserves the right to make
payments in whole or in part in securities or other assets 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 such event, the securities would be valued in
the same manner as the Fund's securities are valued. If the
recipient sold such securities, brokerage charges would be
incurred.
Suspension of Redemptions. 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 relevant 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 each Fund's Prospectus
entitled "Shareholder Services."
Fund Exchanges. Shares of any Class of the Fund may be
exchanged for shares of the respective Class of certain other
funds advised or administered by the Manager. Shares of the same
Class of such 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.
E. Shares of funds subject to a contingent deferred sales
charge ("CDSC") that are exchanged for shares of
another fund will be subject to the higher applicable
CDSC of the two funds, and for purposes of calculating
CDSC rates and conversion periods, if any, will be
deemed to have been held since the date the shares
being exchanged were initially purchased.
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, the investor's Service Agent
acting on the investor's behalf 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 or a
representative of the investor's Service Agent, 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.
Exchanges of Class R shares held by a Retirement Plan
may be made only between the investor's Retirement Plan account
in one fund and such investor's Retirement Plan account in
another fund.
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
$1,000 invested among the funds in the Premier Family of Funds or
the Dreyfus Family of Funds. To exchange shares held in a
personal retirement plan account, the shares exchanged must have
a current value of at least $100.
Auto-Exchange Privilege. The Auto-Exchange Privilege
permits an investor to purchase, in exchange for shares of the
Fund, shares of the same Class of another fund in the Premier
Family of Funds or the Dreyfus Family of Funds. This Privilege
is available only for existing accounts. With respect to Class R
shares held by a Retirement Plan, exchanges may be made only
between the investor's Retirement Plan account in one fund and
such investor's Retirement Plan account in another fund. 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 the investor's 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 and 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 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
Company reserves the right to reject any exchange request in
whole or in part. The Fund Exchanges service or the Auto-
Exchange Privilege may be modified or terminated at any time upon
notice to shareholders.
Automatic Withdrawal. 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 distribu-
tions, the investor's shares will be reduced and eventually may
be depleted. There is a service charge of $.50 for each with-
drawal check. Automatic Withdrawal may be terminated at any time
by the investor, the Fund or the Transfer Agent. Shares for
which certificates have been issued may not be redeemed through
the Automatic Withdrawal Plan.
Dividend Sweep. 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
the same Class of another fund in the Premier Family of Funds or
the Dreyfus Family of Funds of which the investor is a
shareholder. Shares of the same Class 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 a 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 a 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 CDSC
and the applicable CDSC, if any, will be imposed upon
redemption of such shares.
Corporate Pension/Profit-Sharing and Retirement Plans.
The Company makes available to corporations a variety of
prototype pension and profit-sharing plans including a 401(k)
Salary Reduction Plan. In addition, the Company makes available
Keogh Plans, IRAs, including SEP-IRAs and IRA "Rollover
Accounts," and 403(b)(7) Plans. Plan support services also are
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
adoption of 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 form.
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 $1,000 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.
Each investor should read the Prototype Retirement Plan
and the appropriate form of Custodial Agreement for further
details on 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 each Fund's Prospectus
entitled "How to Buy Shares."
Valuation of Portfolio Securities. Each Fund's
securities, including covered call options written by a Fund, are
valued at the last sale price on the securities exchange or
national securities market on which such securities primarily are
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 recent bid
and asked prices, except in the case of open short positions
where the asked price is used for valuation purposes. Bid price
is used when no asked price is available. Any assets or
liabilities initially expressed in terms of foreign currency will
be translated into U.S. dollars at the midpoint of the New York
interbank market spot exchange rate as quoted on the day of such
translation or, if no such rate is quoted on such date, such
other quoted market exchange rate as may be determined to be
appropriate by the Manager. Forward currency contracts will be
valued at the current cost of offsetting the contract. If a Fund
has to obtain prices as of the close of trading on various
exchanges throughout the world, the calculation of net asset
value may not take place contemporaneously with the determination
of prices of certain of the Funds' securities. Short-term
investments are carried at amortized cost, which approximates
value. Expenses and fees, including the management fee and fees
pursuant to the Distribution Plan and Shareholder Services Plan,
are accrued daily and taken into account for the purpose of
determining the net asset value of a Fund's shares.
Restricted securities, as well as securities or other
assets for which recent market quotations are not readily
available, or are not valued by a pricing service approved by the
Board, are valued at fair value as determined in good faith by
the Board. The Board will review the method of valuation on a
current basis. In making their good faith valuation of
restricted securities, the Board members generally will take the
following factors into consideration: restricted securities
which are, or are convertible into, securities of the same class
of securities for which a public market exists usually will be
valued at market value less the same percentage discount at which
purchased. This discount will be revised periodically by the
Board if the Board members believe that it no longer reflects the
value of the restricted securities. Restricted securities not of
the same class as securities for which a public market exists
usually will be valued initially at cost. Any subsequent
adjustment from cost will be based upon considerations deemed
relevant by the Board.
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 each Fund's Prospectus
entitled "Dividends, Distributions and Taxes."
Management of the Company believes that Premier Capital
Growth Fund has qualified for the fiscal year ended September 30,
1995 as a "regulated investment company" under the Code. It is
expected that each other Fund will qualify as a regulated
investment company under the Code. Each Fund intends to continue
to so qualify if such qualification is in the best interests of
its shareholders. As a regulated investment company, each Fund
will pay no Federal income tax on net investment income and net
realized securities gains to the extent that such income and
gains are distributed to shareholders in accordance with
applicable provisions of the Code. To qualify as a regulated
investment company, the Fund must distribute at least 90% of its
net income (consisting of net investment income and net
short-term capital gain) to its shareholders, derive less than
30% of its annual gross income from gain on the sale of
securities held for less than three months, and meet certain
asset diversification and other requirements. 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 above. 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 a Fund's income, the
entire amount or a portion of the dividends paid by such Fund
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
a Fund distributed to qualifying corporate shareholders will be
eligible for the dividends received deduction only to the extent
that such 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.
A Fund may qualify for and may make an election
permitted under Section 853 of the Code so that shareholders may
be eligible to claim a credit or deduction on their Federal
income tax returns for, and will be required to treat as part of
the amounts distributed to them, their pro rata portion of
qualified taxes paid or incurred by the Fund to foreign countries
(which taxes relate primarily to investment income). A Fund may
make an election under Section 853, provided that more than 50%
of the value of the Fund's total assets at the close of the
taxable year consists of securities in foreign corporations, and
the Fund satisfies the applicable distribution provisions of the
Code. The foreign tax credit available to shareholders is
subject to certain limitations imposed by the Code.
Ordinarily, gains and losses realized from portfolio
transactions will be treated as capital gains and losses.
However, a portion of the gain or loss realized from the
disposition of foreign currencies (including foreign currency
denominated bank deposits) and non-U.S. dollar denominated
securities (including debt instruments and certain forward
contracts and options) may be treated as ordinary income or loss
under Section 988 of the Code. In addition, all or a portion of
any gains realized from the sale or other disposition of certain
market discount bonds will be treated as ordinary income under
Section 1276. Finally, all or a portion of the gain realized
from engaging in "conversion transactions" may be treated as
ordinary income under Section 1258. "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 a Fund from certain forward contracts and options
transactions 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 such Fund
characterized in the manner described above.
Offsetting positions held by a Fund involving certain
foreign currency forward contracts or options may 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" transactions may be recharacterized to
ordinary income.
If a Fund were treated as entering into "straddles" by
reason of its engaging in certain 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. A Fund may make one or more elections with
respect to "mixed straddles." Depending on which election is
made, if any, the results to the Fund may differ. If no election
is made, to the extent the "straddle" and conversion transaction
rules apply to positions established by the Fund, losses realized
by the Fund will be deferred to the extent of unrealized gain in
the 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 gains may be treated as short-term
capital gains or ordinary income.
If a Fund invests in an entity that is classified as a
"passive foreign investment company" ("PFIC") for federal income
tax purposes, the operation of certain provisions of the Code
applying to PFICs could result in the imposition of certain
federal income taxes on the Fund. In addition, gain realized
from the sale or other disposition of PFIC securities may be
treated as ordinary income under Section 1291 of the Code.
PORTFOLIO TRANSACTIONS
The Manager assumes general supervision over placing
orders on behalf of the Company for the purchase or sale of
portfolio securities. Allocation of brokerage transactions,
including their frequency, is made in the best judgment of the
Manager and in a manner deemed fair and reasonable to
shareholders. The primary consideration is prompt execution of
orders at the most favorable net price. Subject to this
consideration, the brokers selected will 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 fees are not reduced as a consequence of the receipt of
such supplemental information. Such information may be useful to
the Manager in serving both the Company 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 obligations to the Company.
Sales of Fund shares by a broker may be taken into
consideration, and brokers also will be selected because of their
ability to handle special executions such as are involved in
large block trades or broad distributions, provided the primary
consideration is met. Large block trades may, in certain cases,
result from two or more funds advised or administered by the
Manager being engaged simultaneously in the purchase or sale of
the same security. Certain of the Funds' transactions in
securities of foreign issuers may not benefit from the negotiated
commission rates available to the Funds for transactions in
securities of domestic issuers. When transactions are executed
in the over-the-counter market, each Fund will deal with the
primary market makers unless a more favorable price or execution
otherwise is obtainable. Foreign exchange transactions are made
with banks or institutions in the interbank market at prices
reflecting a mark-up or mark-down and/or commission.
Portfolio turnover may vary from year to year as well
as within a year. It is anticipated that in any fiscal year the
turnover rate of Premier Capital Growth Fund generally should not
exceed 150% and that of each of Premier Growth and Income Fund
and Premier Emerging Markets Fund generally should not exceed
150%. In periods in which extraordinary market conditions
prevail, the Manager will not be deterred from changing a Fund's
investment strategy as rapidly as needed, in which case higher
turnover rates can be anticipated which would result in greater
brokerage expenses. 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.
In connection with its portfolio securities
transactions for the fiscal years ended September 30, 1993, 1994
and 1995, Premier Capital Growth Fund paid total brokerage
commissions of $1,050,842, $1,406,201 and $2,535,450,
respectively. These amounts do not include gross spreads and
concessions in connection with principal transactions which,
where determinable, totalled $1,099,649, $609,493 and $365,417
for the fiscal years ended September 30, 1993, 1994 and 1995,
respectively. None of the aforementioned amounts were paid to
the Distributor. The increase in brokerage commissions in
fiscal 1995 resulted from an increase in trading activity to take advantage
of favorable market conditions.
PERFORMANCE INFORMATION
The following information supplements and should be
read in conjunction with the section in each Fund's Prospectus
entitled "Performance Information."
Class B, Class C and Class R of Premier Capital Growth
Fund and each Class of each other Fund had not been offered as of
the date of the financials and, therefore, no performance data
are available for such Classes.
The average annual total return of Class A of Premier
Capital Growth Fund for the 1, 5 and 10 year periods ended
September 30, 1995 was 6.23%, 11.59% and 11.22% respectively. Average
annual total return is calculated by determining the ending
redeemable value of an investment purchased at net asset value
(maximum offering price in the case of Class A) per share 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. A Class' average
annual total return figures calculated in accordance with such
formula assume that in the case of Class A the maximum sales load
has been deducted from the hypothetical initial investment at the
time of purchase or in the case of Class B or Class C the maximum
applicable CDSC has been paid upon redemption at the end of the
period.
Total return is calculated by subtracting the amount of
the Fund's net asset value (maximum offering price in the case of
Class A) per share at the beginning of a stated period from the
net asset value (maximum offering price in the case of Class A)
per share at the end of the period (after giving effect to the
reinvestment of dividends and distributions during the period and
any applicable CDSC), and dividing the result by the net asset
value (maximum offering price in the case of Class A) per share
at the beginning of the period. Total return also may be
calculated based on the net asset value per share at the
beginning of the period instead of the maximum offering price per
share at the beginning of the period for Class A shares or
without giving effect to any applicable CDSC at the end of the
period for Class B or Class C shares. In such cases, the
calculation would not reflect the deduction of the sales load
with respect to Class A shares or any applicable CDSC with
respect to Class B or Class C shares, which, if reflected, would
reduce the performance quoted. The total return of Class A of
Premier Capital Growth Fund for the period June 23, 1969 to
September 30, 1995, based on maximum offering price per share,
was 1,487.82%. Based on net asset value per share, the total return
of Class A of Premier Capital Growth Fund was 1,562.76% for this
period.
From time to time, the Company may compare a Fund's
performance against inflation with the performance of other
instruments against inflation, such as short-term Treasury Bills
(which are direct obligations of the U.S. Government) and
FDIC-insured bank money market accounts. Advertising materials
for a Fund also may refer to Morningstar ratings and related
analyses supporting the ratings.
INFORMATION ABOUT THE FUNDS
The following information supplements and should be
read in conjunction with the section in each Fund's Prospectus
entitled "General Information."
Premier Capital Growth Fund is the oldest Dreyfus fund
managed for growth of capital which has the ability to use
investment techniques such as leverage, short-selling and options
transactions.
Each Fund share has one vote and, when issued and paid
for in accordance with the terms of the offering, is fully paid
and non-assessable. Fund shares have no preemptive or
subscription rights and are freely transferable.
Rule 18f-2 under the 1940 Act provides that any matter
required to be submitted under the provisions of the 1940 Act or
applicable state law or otherwise to the holders of the
outstanding voting securities of an investment company, such as
the Company, will not be deemed to have been effectively acted
upon unless approved by the holders of a majority of the
outstanding shares of each series affected by such matter. Rule
18f-2 further provides that a series shall be deemed to be
affected by a matter unless it is clear that the interests of
each series in the matter are identical or that the matter does
not affect any interest of such series. However, the Rule
exempts the selection of independent accountants and the election
of Board members from the separate voting requirements of the
Rule.
Each Fund will send 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, is located at One American Express Plaza,
Providence, Rhode Island 02903, and serves as the Company'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 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 Company's custodian. Neither the
Transfer Agent nor The Bank of New York has any part in
determining the investment policies of each Fund or which
securities are to be purchased or sold by a Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York,
New York 10004-2696, as counsel for the Company, has rendered its
opinion as to certain legal matters regarding the due
authorization and valid issuance of the shares being sold
pursuant to each Fund's Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New
York 10019, independent auditors, have been selected as auditors
of the Company.
<PAGE>
APPENDIX
Description of S&P, Moody's, Fitch and Duff ratings:
S&P
Bond Ratings
AAA
Bonds rated AAA have the highest rating assigned by
S&P. Capacity to pay interest and repay principal is extremely
strong.
AA
Bonds rated AA have a very strong capacity to pay
interest and repay principal and differ from the highest rated
issues only in small degree.
A
Bonds rated A have a strong capacity to pay interest
and repay principal although they are somewhat more susceptible
to the adverse effects of changes in circumstances and economic
conditions than obligations in higher rated categories.
BBB
Bonds rated BBB are regarded as having an adequate
capacity to pay interest and repay principal. Whereas they
normally exhibit adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal for bonds
in this category than for bonds in higher rated categories.
BB
Bonds rated BB have less near-term vulnerability to
default than other speculative grade debt. However, they face
major ongoing uncertainties or exposure to adverse business,
financial or economic conditions which could lead to inadequate
capacity to meet timely interest and principal payments.
B
Bonds rated B have a greater vulnerability to default
but presently have the capacity to meet interest payments and
principal repayments. Adverse business, financial or economic
conditions would likely impair capacity or willingness to pay
interest and repay principal.
CCC
Bonds rated CCC have a current identifiable
vulnerability to default and are dependent upon favorable
business, financial and economic conditions to meet timely
payments of interest and repayment of principal. In the event of
adverse business, financial or economic conditions, they are not
likely to have the capacity to pay interest and repay principal.
S&P's letter ratings may be modified by the addition of
a plus (+) or a minus (-) sign designation, which is used to show
relative standing within the major rating categories, except in
the AAA (Prime Grade) category.
Commercial Paper Rating
An S&P commercial paper rating is a current assessment
of the likelihood of timely payment of debt having an original
maturity of no more than 365 days. Issues assigned an A rating
are regarded as having the greatest capacity for timely payment.
Issues in this category are delineated with the numbers 1, 2 and
3 to indicate the relative degree of safety.
A-1
This designation indicates that the degree of safety
regarding timely payment is either overwhelming or very strong.
Those issues determined to possess overwhelming safety
characteristics are denoted with a plus (+) designation.
A-2
Capacity for timely payment on issues with this
designation is strong. However, the relative degree of safety is
not as high as for issues designated A-1.
A-3
Issues carrying this designation have a satisfactory
capacity for timely payment. They are, however, somewhat more
vulnerable to the adverse effects of changes in circumstances
than obligations carrying the higher designations.
Moody's
Bond Ratings
Aaa
Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and
generally are referred to as "gilt edge." Interest payments are
protected by a large or by an exceptionally stable margin and
principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.
Aa
Bonds which are rated Aa are judged to be of high
quality by all standards. Together with the Aaa group they
comprise what generally are known as high grade bonds. They are
rated lower than the best bonds because margins of protection may
not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat
larger than in Aaa securities.
A
Bonds which are rated A possess many favorable
investment attributes and are to be considered as upper medium
grade obligations. Factors giving security to principal and
interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the
future.
Baa
Bonds which are rated Baa are considered as medium
grade obligations, i.e., they are neither highly protected nor
poorly secured. Interest payments and principal security appear
adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment charac-
teristics and in fact have speculative characteristics as well.
Ba
Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured.
Often the protection of interest and principal payments may be
very moderate and, therefore, not well safeguarded during both
good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B
Bonds which are rated B generally lack characteristics
of the desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract over
any long period of time may be small.
Caa
Bonds which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements of
danger with respect to principal or interest.
Moody's applies the numerical modifiers 1, 2 and 3 to
show relative standing within the major rating categories, except
in the Aaa category and in the categories below B. The modifier
1 indicates a ranking for the security in the higher end of a
rating category; the modifier 2 indicates a mid-range ranking;
and the modifier 3 indicates a ranking in the lower end of a
rating category.
Commercial Paper Rating
The rating Prime-1 (P-1) is the highest commercial
paper rating assigned by Moody's. Issuers of P-1 paper must have
a superior capacity for repayment of short-term promissory
obligations, and ordinarily will be evidenced by leading market
positions in well established industries, high rates of return on
funds employed, conservative capitalization structures with
moderate reliance on debt and ample asset protection, broad
margins in earnings coverage of fixed financial charges and high
internal cash generation, and well established access to a range
of financial markets and assured sources of alternate liquidity.
Issuers (or related supporting institutions) rated
Prime-2 (P-2) have a strong capacity for repayment of short-term
promissory obligations. This ordinarily will be evidenced by
many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more
subject to variation. Capitalization characteristics, while
still appropriate, may be more affected by external conditions.
Ample alternate liquidity is maintained.
Issuers (or related supporting institutions) rated
Prime-3 (P-3) have an acceptable capacity for repayment of short-
term promissory obligations. The effect of industry
characteristics and market composition may be more pronounced.
Variability in earnings and profitability may result in changes
in the level of debt protection measurements and the requirements
for relatively high financial leverage. Adequate alternate
liquidity is maintained.
Fitch
Bond Ratings
The ratings represent Fitch's assessment of the
issuer's ability to meet the obligations of a specific debt issue
or class of debt. The ratings take into consideration special
features of the issue, its relationship to other obligations of
the issuer, the current financial condition and operative
performance of the issuer and of any guarantor, as well as the
political and economic environment that might affect the issuer's
future financial strength and credit quality.
AAA
Bonds rated AAA are considered to be investment grade
and of the highest credit quality. The obligor has an
exceptionally strong ability to pay interest and repay principal,
which is unlikely to be affected by reasonably foreseeable
events.
AA
Bonds rated AA are considered to be investment grade
and of very high credit quality. The obligor's ability to pay
interest and repay principal is very strong, although not quite
as strong as bonds rated AAA. Because bonds rated in the AAA and
AA categories are not significantly vulnerable to foreseeable
future developments, short-term debt of these issuers is
generally rated F-1+.
A
Bonds rated A are considered to be investment grade and
of high credit quality. The obligor's ability to pay interest
and repay principal is considered to be strong, but may be more
vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB
Bonds rated BBB are considered to be investment grade
and of satisfactory credit quality. The obligor's ability to pay
interest and repay principal is considered to be adequate.
Adverse changes in economic conditions and circumstances,
however, are more likely to have an adverse impact on these bonds
and, therefore, impair timely payment. The likelihood that the
ratings of these bonds will fall below investment grade is higher
than for bonds with higher ratings.
BB
Bonds rated BB are considered speculative. The
obligor's ability to pay interest and repay principal may be
affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could
assist the obligor in satisfying its debt service requirements.
B
Bonds rated B are considered highly speculative. While
bonds in this class are currently meeting debt service
requirements, the probability of continued timely payment of
principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity
throughout the life of the issue.
CCC
Bonds rated CCC have certain identifiable
characteristics, which, if not remedied, may lead to default.
The ability to meet obligations requires an advantageous business
and economic environment.
Plus (+) and minus (-) signs are used with a rating
symbol to indicate the relative position of a credit within the
rating category. Plus and minus signs, however, are not used in
the AAA category covering 12-36 months.
Short-Term Ratings
Fitch's short-term ratings apply to debt obligations
that are payable on demand or have original maturities of up to
three years, including commercial paper, certificates of deposit,
medium-term notes, and municipal and investment notes.
Although the credit analysis is similar to Fitch's bond
rating analysis, the short-term rating places greater emphasis
than bond ratings on the existence of liquidity necessary to meet
the issuer's obligations in a timely manner.
F-1+
Exceptionally Strong Credit Quality. Issues assigned
this rating are regarded as having the strongest degree of
assurance for timely payment.
F-1
Very Strong Credit Quality. Issues assigned this
rating reflect an assurance of timely payment only slightly less
in degree than issues rated F-1+.
F-2
Good Credit Quality. Issues carrying this rating have
a satisfactory degree of assurance for timely payments, but the
margin of safety is not as great as the F-1+ and F-1 categories.
Duff
Bond Ratings
AAA
Bonds rated AAA are considered highest credit quality.
The risk factors are negligible, being only slightly more than
for risk-free U.S. Treasury debt.
AA
Bonds rated AA are considered high credit quality.
Protection factors are strong. Risk is modest but may vary
slightly from time to time because of economic conditions.
A
Bonds rated A have protection factors which are average
but adequate. However, risk factors are more variable and
greater in periods of economic stress.
BBB
Bonds rated BBB are considered to have below average
protection factors but still considered sufficient for prudent
investment. There may be considerable variability in risk for
bonds in this category during economic cycles.
BB
Bonds rated BB are below investment grade but are
deemed by Duff as likely to meet obligations when due. Present
or prospective financial protection factors fluctuate according
to industry conditions or company fortunes. Overall quality may
move up or down frequently within the category.
B
Bonds rated B are below investment grade and possess
the risk that obligations will not be met when due. Financial
protection factors will fluctuate widely according to economic
cycles, industry conditions and/or company fortunes. Potential
exists for frequent changes in quality rating within this
category or into a higher or lower quality rating grade.
CCC
Bonds rated CCC are well below investment grade
securities. Such bonds may be in default or have considerable
uncertainty as to timely payment of interest, preferred dividends
and/or principal. Protection factors are narrow and risk can be
substantial with unfavorable economic or industry conditions
and/or with unfavorable company developments.
Plus (+) and minus (-) signs are used with a rating
symbol (except AAA) to indicate the relative position of a credit
within the rating category.
Commercial Paper Rating
The rating Duff-1 is the highest commercial paper
rating assigned by Duff. Paper rated Duff-1 is regarded as
having very high certainty of timely payment with excellent
liquidity factors which are supported by ample asset protection.
Risk factors are minor. Paper rated Duff-2 is regarded as having
good certainty of timely payment, good access to capital markets
and sound liquidity factors and company fundamentals. Risk
factors are small.
</TABLE>
<TABLE>
<CAPTION>
PREMIER CAPITAL GROWTH FUND, INC.
[FORMERLY DREYFUS CAPITAL GROWTH FUND (A PREMIER FUND)]-SEE NOTE 1
STATEMENT OF INVESTMENTS SEPTEMBER 30, 1995
COMMON STOCKS-99.7% SHARES VALUE
-------------- --------------
<S> <C> <C> <C>
CONSUMER DURABLES-4.1% Ford Motor.......... 750,000 $ 23,343,750
------------
CONSUMER Philip Morris Cos... 320,000 26,720,000
NON-DURABLES-6.3% ThermoLase.......... 450,000(a) 9,168,750
------------
35,888,750
------------
CONSUMER SERVICES-2.0% TCA Cable TV........ 400,000 11,500,000
ENERGY-9.8% Anadarko Petroleum.. 300,000 14,212,500
Baker Hughes........ 400,000 8,150,000
Burlington Resources 300,000 11,625,000
Global Marine....... 579,500 (a) 4,128,938
Triton Energy....... 375,000 18,140,625
------------
56,257,063
------------
FINANCE-13.5% ACE Limited......... 370,000 12,718,750
CNA Financial....... 127,000 (a) 13,462,000
First Interstate Bancorp 170,000 (b) 17,127,500
MGIC Investment..... 100,000 5,725,000
Reliance Group Holdings 550,000 4,193,750
St. Paul Cos........ 150,000 8,756,250
20th Century Industries 350,000 (a) 5,381,250
USF&G............... 500,000 9,687,500
------------
77,052,000
------------
HEALTH CARE-14.3% Biogen.............. 250,000 (a) 15,000,000
Forest Labs......... 260,000 (a) 11,570,000
Guidant............. 175,986 5,147,590
IVAX................ 400,000 12,050,000
Lilly (Eli)......... 99,574 8,949,213
Northstar Health Services 200,000 (a) 1,475,000
ONCOR............... 532,500 (a) 3,960,469
Teva Pharmaceutical Industries, A.D.R.. 650,000 23,481,250
------------
81,633,522
------------
NON-ENERGY MINERALS-3.7% AK Steel Holding.... 400,000 (a) 11,800,000
Inland Steel Industries 400,000 9,100,000
------------
20,900,000
____________
PROCESS INDUSTRIES-6.5% Crown Cork & Seal... 325,000 (a) 12,593,750
Grace (W.R.)........ 150,000 10,012,500
Raychem............. 325,000 14,625,000
____________
37,231,250
____________
PRODUCER Advanced Photonix, Cl. A 425,000 (a) 1,062,500
MANUFACTURING-5.6% American Standard.... 375,000 11,062,500
Xerox................ 150,000 20,156,250
____________
32,281,250
____________
RETAIL TRADE-2.3% Federated Department Stores 325,000 (a) 9,221,875
Sears, Roebuck....... 100,000 3,687,500
____________
12,909,375
TECHNOLOGY-21.8% Applied Materials.... 60,000 (a) 6,135,000
Cisco Systems........ 300,000 (a) 20,700,000
Compaq Computer...... 75,000 (a) 3,628,125
Computer Associates International 170,000 7,182,500
Cree Research........ 485,000 (a) 12,003,750
Digital Equipment.... 300,000 (a) 13,687,500
Informix............. 325,000 (a) 10,562,500
LSI Logic............ 250,000 (a) 14,437,500
MEMC Electronic Materials 200,000 5,425,000
Micron Technology.... 250,000 19,875,000
Storage Technology... 450,000 (a) 11,025,000
-------------
124,661,875
_____________
TRANSPORTATION-2.9% Alaska Air Group..... 400,000 (a) 6,250,000
Kansas City So. Ind.. 225,000 10,237,500
------------
16,487,500
_____________
UTILITIES-2.9% AMNEX................ 635,000 (a) 3,214,687
AT&T................. 210,000 13,807,500
-------------
17,022,187
_____________
FOREIGN-4.0% Abitibi-Price........ 305,000 5,299,375
News Corp, A.D.R..... 307,000 6,754,000
Roche Holding A.G.... 750 5,289,541
Trafalgar House PLC.. 12,800,000 5,693,400
-----------
23,036,316
__________
TOTAL COMMON STOCKS
(cost $536,141,292).. $570,204,838
============
------------
PRINCIPAL
SHORT-TERM INVESTMENTS-.4% AMOUNT
U.S. TREASURY BILLS: 5.90%, 10/5/1995.... $ 830,000 $ 829,411
5.72%, 10/19/1995... 112,000 111,690
5.75%, 10/26/1995... 10,000 9,963
5.84%, 11/2/1995.... 21,000 20,899
6.15%,11/16/1995.... 1,372,000 1,362,492
_________ TOTAL
SHORT-TERM INVESTMENTS
(cost $2,334,787)... $ 2,334,455
============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PREMIER CAPITAL GROWTH FUND, INC.
[FORMERLY DREYFUS CAPITAL GROWTH FUND (A PREMIER FUND)]-SEE NOTE 1
STATEMENT OF INVESTMENTS (CONTINUED)
SEPTEMBER 30, 1995
<S> <C> <C>
TOTAL INVESTMENTS (cost $538,476,079)........... 100.1% $572,539,293
====== ============
LIABILITIES, LESS CASH AND RECEIVABLES.......... (.1%) $ (461,824)
====== ============
NET ASSETS...................................... 100.0% $572,077,469
====== ============
NOTES TO STATEMENT OF INVESTMENTS:
(a) Non-income producing.
(b) Security subject to call option written.
</TABLE>
<TABLE>
<CAPTION>
STATEMENT OF COVERED CALL OPTIONS WRITTEN SEPTEMBER 30, 1995
SHARES
SUBJECT CALL
TO CALL SECURITY EXPIRATION PRICE VALUE
<S> <C> <C> <C> <C>
85,000 First Interstate Bancorp October 95 100 $255,000
85,000 First Interstate Bancorp October 95 105 95,625
________
$350,625
=========
</TABLE>
NOTE TO STATEMENT OF COVERED CALL OPTIONS WRITTEN;
(a) The above options were written against portfolio securities
of the Fund. As of September 30, 1995, these securities
had an aggregate market value of $17,127,500.
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
PREMIER CAPITAL GROWTH FUND, INC.
[FORMERLY DREYFUS CAPITAL GROWTH FUND (A PREMIER FUND)]-SEE NOTE 1
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1995
<S> <C> <C>
ASSETS:
Investments in securities, at value
(cost $538,476,079)-see statement.......................... $572,539,293
Cash........................................................... 685,519
Receivable for investment securities sold...................... 9,193,443
Dividends and interest receivable.............................. 1,140,886
Prepaid expenses............................................... 46,502
____________
583,605,643
LIABILITIES:
Due to The Dreyfus Corporation................................. $ 363,360
Payable for investment securities purchased.................... 9,152,147
Payable for Common Stock redeemed.............................. 919,799
Outstanding call options written, at value
(premiums received $462,384)-see statement................. 350,625
Net unrealized depreciation on forward currency exchange
contracts-Note 4(a)........................................ 287,765
Accrued expenses............................................... 454,478 11,528,174
----------- ------------
NET ASSETS......................................................... $572,077,469
============
REPRESENTED BY:
Paid-in capital................................................ $490,413,061
Accumulated undistributed investment income-net................ 1,801,170
Accumulated undistributed net realized gain on investments..... 45,976,205
Accumulated net unrealized appreciation on investments, call
options written and foreign currency transactions............ 33,887,033
-----------
NET ASSETS at value applicable to 35,078,761 outstanding shares
of Common Stock, equivalent to $16.31 per share (100 million
shares of $1 par value authorized).................................... $572,077,469
============
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PREMIER CAPITAL GROWTH FUND, INC.
[FORMERLY DREYFUS CAPITAL GROWTH FUND (A PREMIER FUND)]-SEE NOTE 1
STATEMENT OF OPERATIONS YEAR ENDED SEPTEMBER 30, 1995
<S> <C> <C>
INVESTMENT INCOME:
INCOME:
Interest............................................................... $ 12,006,227
Cash dividends (net of $53,732 foreign taxes withheld at source)....... 8,921,322
------------
TOTAL INCOME............................................................ $20,927,549
EXPENSES:
Management fee-Note 3(a)............................................... 4,287,150
Shareholder servicing costs-Note3(b).................................. 1,300,803
Interest-Note 2........................................................ 288,421
Loan commitment fees-Note 2............................................ 162,353
Custodian fees......................................................... 139,588
Directors' fees and expenses-Note 3(c)................................. 70,306
Professional fees...................................................... 55,092
Prospectus and shareholders' reports................................... 37,666
Dividends on securities sold short..................................... 3,000
Miscellaneous.......................................................... 3,832
------------
TOTAL EXPENSES...................................................... 6,348,211
-----------
INVESTMENT INCOME-NET............................................... 14,579,338
-----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain (loss) on investments-Note 4(a):
Long transactions (including options transactions)................... $ 58,593,573
Short sale transactions.............................................. (452,115)
Net realized gain on foreign currency transactions..................... 116,125
Net realized (loss) on forward currency exchange contracts-Note 4(a);
Short transactions.................................................. (4,525,904)
Net realized (loss) on financial futures-Note 4(a):
Long transactions................................................... 1,115,194
Short transactions.................................................. (15,432,180)
------------
NET REALIZED GAIN................................................... 39,414,693
Net unrealized appreciation:
Investments and forward currency exchange contracts [including
($85,750) net unrealized (depreciation) on financial futures]........ 6,873,986
Translation of assets and liabilities in foreign currencies.......... (175)
------------
NET UNREALIZED APPRECIATION.......................................... 6,873,811
-----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................... 46,288,504
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $60,867,842
===========
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PREMIER CAPITAL GROWTH FUND, INC.
[FORMERLY DREYFUS CAPITAL GROWTH FUND (A PREMIER FUND)]-SEE NOTE 1
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED SEPTEMBER 30,
1994 1995
<S> <C> <C>
OPERATIONS:
Investment income-net................................................... $ 12,639,315 $ 14,579,338
Net realized gain on investments........................................ 20,591,445 39,414,693
Net unrealized appreciation (depreciation) on investments for the year.. (41,885,909) 6,873,811
-------------- ------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS....... (8,655,149) 60,867,842
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net................................................... (26,079,930) (16,111,729)
Net realized gain on investments........................................ (72,371,864) (8,422,040)
------------- ------------
TOTAL DIVIDENDS....................................................... (98,451,794) (24,533,769)
------------- ------------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold........................................... 250,776,376 82,126,165
Dividends reinvested.................................................... 88,813,669 21,932,842
Cost of shares redeemed................................................. (258,491,934) (138,675,507)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS..... 81,098,111 (34,616,500)
------------ ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS.............................. (26,008,832) 1,717,573
NET ASSETS:
Beginning of year....................................................... 596,368,728 570,359,896
------------ ------------
End of year [including undistributed investment income-net:
$3,333,561 in 1994 and $1,801,170 in 1995]............................ $570,359,896 $572,077,469
============ ============
SHARES
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................. 14,069,123 5,218,666
Shares issued for dividends reinvested.................................. 5,561,247 1,526,294
Shares redeemed......................................................... (14,647,204) (8,826,816)
------------ ------------
NET INCREASE (DECREASE) IN SHARES OUTSTANDING......................... 4,983,166 (2,081,856)
============ ============
See notes to financial statements.
</TABLE>
PREMIER CAPITAL GROWTH FUND, INC.
[FORMERLY DREYFUS CAPITAL GROWTH FUND (A PREMIER FUND)]-SEE NOTE
1
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data
for a share of Common 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 SEPTEMBER 30,
PER SHARE DATA: 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year....................... $14.31 $17.72 $18.11 $18.53 $15.35
------ ------ ------ ------ ------
INVESTMENT OPERATIONS:
Investment income-net.................................... .37 .32 .21 .40 .40
Net realized and unrealized gain (loss) on investments... 3.80 1.83 1.82 (.56) 1.23
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS....................... 4.17 2.15 2.03 (.16) 1.63
------ ------ ------ ------ ------
DISTRIBUTIONS:
Dividends from investment income-net..................... (.76) (.39) (.24) (.80) (.44)
Dividends from net realized gain on investments.......... -- (1.37) (1.37) (2.22) (.23)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS.................................... (.76) (1.76) (1.61) (3.02) (.67)
------ ------ ------ ------ ------
Net asset value, end of year............................. $17.72 $18.11 $18.53 $15.35 $16.31
====== ====== ====== ====== ======
TOTAL INVESTMENT RETURN*................................... 30.27% 13.28% 12.04% (1.50%) 11.21%
RATIOS/SUPPLEMENTAL DATA:
Ratio of operating expenses to average net assets........ .97% .97% 1.02% 1.03% 1.03%
Ratio of interest expense, loan commitment fees and
dividends on securities sold short to average
net assets............................................. .17% .10% .04% .09% .08%
Ratio of net investment income to average net assets 2.13% 1.74% 1.24% 2.10% 2.55%
Portfolio Turnover Rate.................................. 81.02% 141.67% 102.23% 158.05% 298.60%
Net Assets, end of year (000's Omitted).................. $494,342 $520,895 $596,369 $570,360 $572,077
- --------------------------
*Exclusive of sales charge.
See notes to financial statements.
</TABLE>
PREMIER CAPITAL
GROWTH FUND, INC.
[FORMERLY DREYFUS CAPITAL GROWTH FUND (A PREMIER FUND)]-SEE NOTE
1
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of
1940 ("Act")as a diversified open-end management investment
company. Premier Mutual FundServices, Inc. (the "Distributor")
acts as the distributor of the Fund's shares. The Distributor,
located at One Exchange Place, Boston, Massachusetts 02109, is a
wholly-owned subsidiary of FDI Distribution Services, Inc., a
provider of mutual fund administration services, which in turn
is awholly-owned subsidiary of FDI Holdings, Inc., the parent
company of which is Boston Institutional Group, Inc. The
Dreyfus Corporation ("Manager") serves as the Fund's investment
adviser. The Manager is a direct subsidiary of Mellon Bank, N.A.
On April 5, 1995, the Fund's directors approved a change of
the Fund's name, effective June 16, 1995, from "Dreyfus
Leverage Fund, Inc.," which was operating under the name
"Dreyfus Capital Growth Fund, Inc.", to "PremierCapital Growth
Fund, Inc."
(A) PORTFOLIO VALUATION: Investments in securities
(including options and financial futures) are valued at the last
sales price on the securities exchange on which such securities
are primarily traded or at the last sales price on the national
securities market. Securities not listed on an exchange or the
national securities market, or securities for which there were
no transactions, are valued at the average of the most recent
bid and asked prices, except for open short positions, where the
asked price is used for valuation purposes. Bid price is used
when no asked price is available. Securities for which there
are no such valuations are valued at fair value as determined in
good faith under the direction of the Board of Directors.
Investments denominated in foreign currencies are translated to
U.S. dollars at the prevailing rates of exchange. Forward
currency exchange contracts are valued at the offsetting rate.
(B) FOREIGN CURRENCY TRANSACTIONS: The Fund does not
isolate that portion of the results of operations resulting from
changes in foreign exchange rates on investments from the
fluctuations arising from changes in market prices of securities
held. Such fluctuations are included with the net realized and
unrealized gain or loss from investments.
Net realized foreign exchange gains or losses arise from
sales and maturities of short-term securities, sales of foreign
currencies, the difference between the amounts of dividends,
interest and foreign withholding taxes recorded on the Fund's
books, and the U.S. dollar equivalent of the amounts actually
received or paid. Net unrealized foreign exchange gains
and losses arise from changes in the value of assets
and liabilities other than investments in securities
at fiscal year end, resulting from changes in exchange rates.
Such gains and losses are included with net realized and
unrealized gain or loss on investments.
(C) SECURITIES TRANSACTIONS AND INVESTMENT INCOME:
Securities transactions are recorded on a trade date basis.
Realized gain and loss from securities transactions are recorded
on the identified cost basis. Dividend income is recognized on
the ex-dividend date and interest income, including, where
applicable, amortization of discounts on investments, is
recognized on the accrual basis.
(D) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on
the ex-dividend date. Dividends from investment income-net and
dividends from net realized capital gain are normally declared
and paid annually, but the Fund may make distributions on a more
frequent basis to comply with the distribution requirements of
the Internal Revenue Code. To the extent that net realized
capital gain can be offset by capital loss carryovers, if any,
it is the policy of the Fund not to distribute such gain.
(E) FEDERAL INCOME TAXES: It is the policy of the Fund to
continue to qualify as a regulated investment company, if such
qualification is in the best interests of its shareholders,
by complying with the applicable provisions of the Internal
Revenue Code, and to make distributions of taxable income
sufficient to relieve it from substantially all Federal
income and excise taxes.
NOTE 2-BANK LINES OF CREDIT:
In accordance with an agreement with a bank,
the Fund may borrow up to$76 million under a short-term
unsecured line of credit. In connection therewith, the Fund has
agreed to pay commitment fees at an annual rate of.375 of 1% on
the unused portion of the first $46 million of the line
of credit. No commitment fee is charged on the additional $30
million. Interest on borrowings is charged at rates which are
related to Federal Funds rates in effect. There were no
outstanding borrowings as of September 30, 1995.
The average daily amount of short-term debt outstanding
during the year ended September 30, 1995 was approximately
$4,274,000, with a related weighted average annualized
interest rate of 6.75% (based upon actual interest expense,
not including commitment fees, for the year). The maximum
amount of such debt outstanding at any time during the year
ended September 30, 1995, was $76 million.
NOTE 3-MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with
the Manager, the management fee is computed at the annual rate
of .75 of 1% of the average daily value of the Fund's net assets
and is payable monthly. The Agreement provides for an expense
reimbursement from the Manager should the Fund's aggregate
expenses, exclusive of taxes, interest on borrowings (which, in
the view of Stroock & Stroock & Lavan, counsel to the Fund, also
contemplates loan commitment fees and dividends on securities
sold short), brokerage commissions and extraordinary expenses,
exceed 1/2% of the average value of the Fund's net assets for
any full fiscal year. No expense reimbursement was required
for the year ended September 30, 1995.
Dreyfus Service Corporation, a wholly-owned subsidiary
of the Manager, retained $58,571 during the year ended
September 30, 1995 from commissions earned on sales of Fund
shares.
(B) Pursuant to the Fund's Shareholder Services Plan, the
Fund reimburses Dreyfus Service Corporation an amount not to
exceed an annual rate of .25 of 1% of the value of the Fund's
average daily net assets for certain allocated expenses of
providing personal services and/or maintaining shareholder
accounts. The services provided may include personal services
relating to shareholder accounts, such as answering
shareholder inquiries regarding the Fund and providing
reports and other information, and services related to
the maintenance of shareholder accounts. During the year
ended September 30, 1995, the Fund was charged an aggregate
of $647,159 pursuant to the Shareholder Services Plan.
(C) Each director who is not an "affiliated person" as
defined in the Act receives from the Fund an annual fee of
$4,500 and an attendance fee of $500 per meeting. The Chairman
of the Board receives an additional 25% of such compensation.
NOTE 4--SECURITIES TRANSACTIONS:
(A) The aggregate amount of purchases and sales of
investment securities and securities sold short, excluding
short-term securities, forward currency exchange contracts and
options transactions, during the year ended September 30, 1995
is summarized as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
PURCHASES SALES
------------------- ---------------
Long transactions............. $1,303,960,488 $1,271,973,806
Short sale transactions....... 6,508,333 6,056,218
-------------- --------------
TOTAL....................... $1,310,468,821 $1,278,030,024
============== ==============
</TABLE>
The Fund is engaged in short-selling which obligates the
Fund to replace the security borrowed by purchasing the security
at current market value. The Fund would incur a loss if the
price of the security increases between the date of the short
sale and the date on which the Fund replaces the borrowed
security. The Fund would realize a gain if the price of the
security declines between those dates. Until the Fund replaces
the borrowed security, the Fund will maintain daily, a
segregated account with a broker and custodian, of cash and/or
U.S. Government securities sufficient to cover its short
position. There were no securities sold short outstanding as of
September 30,1995.
In addition, the following summarizes open forward currency
exchange contracts at September 30, 1995:
<TABLE>
<CAPTION>
U.S. DOLLAR
VALUE AT UNREALIZED
FORWARD CURRENCY SALE CONTRACTS PROCEEDS 9/30/95 (DEPRECIATION)
<S> <C> <C> <C>
Swiss Francs, expiring 11/29/95................ $ 4,718,712 $ 4,927,233 $ (208,521)
British Pounds, expiring 12/20/95.............. 10,801,300 10,880,544 (79,244)
------------
$ (287,765)
============
</TABLE>
The Fund enters into forward currency exchange contracts in
order to hedge its exposure to changes in foreign currency
exchange rates on its foreign portfolio holdings. When executing
forward currency exchange contracts, the Fund is obligated to
buy or sell a foreign currency at a specified rate on a certain
date in the future. With respect to sales of forward currency
exchange contracts, the Fund would incur a loss if the value of
the contract increases between the date the forward contract is
opened and the date the forward contract is closed. The Fund
realizes a gain if the value of the contract decreases between
those dates. With respect to purchases of forward currency
exchange contracts, the Fund would incur a loss if the value of
the contract decreases between the date the forward contract is
opened and the date the forward contract is closed. The Fund
realizes again if the value of the contract increases between
those dates. The Fund is also exposed to credit risk associated
with counter party nonperformance on these forward currency
exchange contracts which is typically limited to the unrealized
gains on such contracts that are recognized in the statement
of assets and liabilities.
In addition, the following summarizes the Fund's covered
call options written transactions for the year ended September
30, 1995:
<TABLE>
<CAPTION>
NUMBER OF PREMIUMS
CONTRACTS RECEIVED
OPTIONS WRITTEN:
<S> <C> <C>
Contracts outstanding September 30, 1994......... -- --
Contracts written................................ 1,700 $462,384
----- --------
Contracts outstanding September 30, 1995......... 1,700 $462,384
===== ========
</TABLE>
The Fund may write or (sell) options in order to gain
exposure to or protect against changes in the market. As a
writer of call options, the Fund receives a premium at the
outset and then bears the market risk of unfavorable changes in
the price of the financial instrument underlying the option.
Generally, the Fund would incur a gain, to the extent of the
premium, if the price of the underlying financial instrument
decreases between the date the option is written and the date on
which the option is terminated. Generally, the Fund would
realize a loss, if the price of the financial instrument
increases between those dates.
The Fund may invest in financial futures contracts in order
to gain exposure to or protect against changes in the market.
The Fund is exposed to market risk as a result of changes in the
value of the underlying financial instruments. Investments in
financial futures require the Fund to "mark to market" on a
daily basis, which reflects the change in the market value of
the contract at the close of each day's trading. Accordingly,
variation margin payments are made or received to reflect daily
unrealized gains or losses. When the contracts are closed, the
Fund recognizes a realized gain or loss. These investments
require initial margin deposits with a custodian,which consist
of cash or cash equivalents, up to approximately 10% of
the contract amount. The amount of these deposits is determined
by the exchange or Board of Trade on which the contract is
traded and is subject to change. At September 30, 1995, there
were no financial futures contracts outstanding.
(B) At September 30, 1995, accumulated net unrealized
appreciation on investments was $33,887,208, consisting of
$61,623,792 gross unrealized appreciation and $27,736,584
gross unrealized depreciation, excluding foreign currency
translations.
At September 30, 1995, the cost of investments for Federal
income tax purposes was substantially the same as the cost for
financial reporting purposes (see the Statement of Investments).
<PAGE>
PREMIER CAPITAL GROWTH FUND, INC.
[FORMERLY DREYFUS CAPITAL GROWTH FUND (A PREMIER FUND)]-SEE NOTE
1
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
PREMIER CAPITAL GROWTH FUND, INC.
We have audited the accompanying statement of assets
and liabilities of Premier Capital Growth Fund, Inc.,
including the statements of investments and covered
call options written as of September 30, 1995, and the
related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in
the period then ended, and financial highlights for each of the
years indicated therein. These financial statements and
financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements and financial highlights are
free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation
of securities owned as of September 30, 1995 by correspondence
with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial
highlights referred to above present fairly, in all material
respects, the financial position of Premier Capital Growth
Fund, Inc. at September 30, 1995, the results of its
operations for the year then ended, the changes in its
net assets for each of the two years in the period
then ended, and the financial highlights for each of the
indicated years, in conformity with generally accepted
accounting principles.
[Ernst and Young LLP signature logo]
New York, New York
November 7, 1995
<PAGE>
PREMIER CAPITAL GROWTH FUND, INC.
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A of the Registration Statement
(Premier Capital Growth Fund only):
Condensed Financial Information for the ten years
ended September 30, 1995.
Included in Part B of the Registration Statement
(Premier Capital Growth Fund only):
Statement of Investments -- September 30, 1995.
Statement of Covered Call Options Written --
September 30, 1995.
Statement of Assets and Liabilities -- September 30,
1995.
Statement of Operations -- for the year ended
September 30, 1995.
Statement of Changes in Net Assets -- for each of
the two years in the period ended September 30,
1995.
Notes to Financial Statements.
Report of Ernst & Young LLP, Independent Auditors.
(b) Exhibits:
(1)(a) Articles of Amendment and Restatement.
(b) Articles of Amendment.
(2) By-Laws, as amended.
(5) Management Agreement.
(6) Distribution Agreement.
(8) Amended and Restated Custody Agreement is
incorporated by reference to Exhibit (8) of
Post-Effective Amendment No. 55 to the
Registration Statement on Form N-1A, filed on
December 27, 1993.
(9)(a) Shareholder Services Plan.
(9)(b) Agreement and Articles of Merger are
incorporated by reference to Exhibit (9) of
Post-Effective Amendment No. 55 to the
Registration Statement on Form N-1A,
filed on December 27, 1993.
(10) Opinion, including consent, of Stroock &
Stroock & Lavan.
(11) Consent of Independent Auditors.
(15) Distribution Plan.
(16) Schedules of Computation of Performance Data
are incorporated by reference to Exhibit (16)
of Post-Effective Amendment No. 55 to the
Registration Statement on Form N-1A, filed on
December 27, 1993.
(17) Financial Data Schedule.
(18) Rule 18f-3 Plan.
Other Exhibits:
(a) Powers of Attorney incorporated by reference
to Other Exhibits of Post-Effective Amendment
No. 56 to the Registration Statement on Form
N-1A, filed on November 29, 1994.
(b) Assistant Secretary's Certificate incorporated
by reference to Other Exhibits of
Post-Effective Amendment No. 56 to the
Registration Statement on
Form N-1A, filed on November 29, 1994.
Item 25. Persons Controlled by or Under Common Control with
Registrant
Not applicable.
Item 26. Number of Holders of Securities
(2)
Number of Record
(1) Holders as of
Title of Class October 3, 1995
Common Stock, par value
$1.00 per share
Premier Capital Growth Fund
Class A 36,100
Class B __
Class C __
Class R __
Premier Growth and Income Fund
Class A __
Class B __
Class C __
Class R __
Premier Emerging Markets Fund
Class A __
Class B __
Class C __
Class R __
Item 27. Indemnification
Reference is made to Article SIXTH of the Registrant's
Articles of Amendment and Restatement filed as Exhibit 1(a)
hereto and to Section 2-418 of the Maryland General Corporation
Law. The application of these provisions is limited by Article
VIII of the Registrant's By-Laws filed as Exhibit 2 hereto 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. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in such Act and will be
governed by the final adjudication of such issue.
Reference also is made to the Distribution Agreement
filed as Exhibit 6.
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, is a registered
broker-dealer. Dreyfus Management, Inc., another wholly-owned
subsidiary, provides investment management services to various
pension plans, institutions and individuals.
Officers and Directors of Dreyfus
Name and Position with
Dreyfus Other Businesses
MANDELL L. BERMAN Real estate consultant and private
Director investor
29100 Northwestern Highway--Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of
Trustees of
Skillman Foundation;
Member of the Board of Vintners
International
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.**
DAVID B. TRUMAN Educational consultant;
Director Past President of the Russell Sage
Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount Holyoke
College
South Hadley, Massachusetts
01075;
Former Director:
Student Loan Marketing
Association
1055 Thomas Jefferson Street,
N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board:
Chairman of the Board Dreyfus Acquisition
Corporation*;
and Chief Executive The Dreyfus Consumer Credit
Officer 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+++++;
Dreyfus Partnership Management,
Inc.*;
Dreyfus Personal Management,
Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Organization,
Inc.***;
Seven Six Seven Agency, Inc.*;
World Balanced Fund+++;
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 and The Boston Company*****;
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 Former Chairman and Chief
Executive
Vice Chairman, Chief Officer:
Investment Officer and Kleinwort Benson Investment
Management
a Director 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 &
Trust*****;
LAWRENCE M. GREENE Director:
Director Dreyfus America Fund++++
JULIAN M. SMERLING None
Director
PHILIP L. TOIA Chairman of the Board and Trust
Vice Chairman-- Investment Officer:
Operations and The Dreyfus Trust Company++;
Administration Chairman of the Board and Chief
and a Director Executive Officer:
Major Trading Corporation*;
Director:
The Dreyfus Security Savings
Bank,
F.S.B.+;
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***;
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
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
Institutional Sales Dreyfus 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++
HENRY D. GOTTMANN Executive Vice President:
Vice President--Retail Dreyfus Service Corporation*;
Sales and Service Vice President:
Dreyfus Precious Metals*
DANIEL C. MACLEAN Director, Vice President and
Secretary:
Vice President and Dreyfus Precious Metals, Inc.*;
General Counsel Director and Vice President:
The Dreyfus Consumer Credit
Corporation*;
Director and Secretary:
Dreyfus Partnership Management,
Inc.*;
Major Trading Corporation*;
The Truepenny Corporation+;
Director:
The Dreyfus Trust Company++;
Secretary:
Dreyfus Service Corporation*;
Dreyfus Service Organization,
Inc.***;
Seven Six Seven Agency, Inc.*
JEFFREY N. NACHMAN None
Vice President--Mutual
Fund Accounting
KATHERINE C. WICKHAM Formerly, Assistant Commissioner:
Vice President-- Department of Parks and
Recreation of
Human Resources the City of New York
830 Fifth Avenue
New York, New York 10022
WILLIAM F. GLAVIN, JR. Senior Vice President:
Vice President--Corporate The Boston Company Advisors,
Inc.
Development 53 State Street
Exchange Place
Boston, Massachusetts 02109
ANDREW S. WASSER Vice President:
Vice President--Information Mellon Bank Corporation****
Services
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Partnership Management,
Inc.***;
Dreyfus Service Organization,
Inc.***;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition
Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Consumer Credit
Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals*;
Formerly, Vice President-Financial
Planning, Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
MARK N. JACOBS Vice President, Secretary and
Director:
Vice President-- Lion Management, Inc.*;
Legal and Secretary :
The Dreyfus Consumer Credit
Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization,
Inc.***;
Major Trading Corporation*;
The Truepenny Corporation*
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,
Bahamas
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 (A Premier Fund)
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, L.P. (A Strategic Fund)
24. Dreyfus GNMA Fund, Inc.
25. Dreyfus Government Cash Management
26. Dreyfus Growth and Income Fund, Inc.
27. Dreyfus Growth and Value Fund, 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. Dreyfus International Recovery Fund, Inc.
35. The Dreyfus/Laurel Funds, Inc.
36. The Dreyfus/Laurel Funds Trust
37. The Dreyfus/Laurel Tax-Free Municipal Funds
38. The Dreyfus/Laurel Investment Series
39. Dreyfus Life and Annuity Index Fund, Inc.
40. Dreyfus Lifetime Portfolios, Inc.
41. Dreyfus Liquid Assets, Inc.
42. Dreyfus Massachusetts Intermediate Municipal Bond
Fund
43. Dreyfus Massachusetts Municipal Money Market Fund
44. Dreyfus Massachusetts Tax Exempt Bond Fund
45. Dreyfus Michigan Municipal Money Market Fund,
Inc.
46. Dreyfus Money Market Instruments, Inc.
47. Dreyfus Municipal Bond Fund, Inc.
48. Dreyfus Municipal Cash Management Plus
49. Dreyfus Municipal Money Market Fund, Inc.
50. Dreyfus New Jersey Intermediate Municipal Bond
Fund
51. Dreyfus New Jersey Municipal Bond Fund, Inc.
52. Dreyfus New Jersey Municipal Money Market Fund,
Inc.
53. Dreyfus New Leaders Fund, Inc.
54. Dreyfus New York Insured Tax Exempt Bond Fund
55. Dreyfus New York Municipal Cash Management
56. Dreyfus New York Tax Exempt Bond Fund, Inc.
57. Dreyfus New York Tax Exempt Intermediate Bond
Fund
58. Dreyfus New York Tax Exempt Money Market Fund
59. Dreyfus Ohio Municipal Money Market Fund, Inc.
60. Dreyfus 100% U.S. Treasury Intermediate Term Fund
61. Dreyfus 100% U.S. Treasury Long Term Fund
62. Dreyfus 100% U.S. Treasury Money Market Fund
63. Dreyfus 100% U.S. Treasury Short Term Fund
64. Dreyfus Pennsylvania Intermediate Municipal
Bond Fund
65. Dreyfus Pennsylvania Municipal Money Market Fund
66. Dreyfus Short-Intermediate Government Fund
67. Dreyfus Short-Intermediate Municipal Bond Fund
68. Dreyfus Short-Term Income Fund, Inc.
69. The Dreyfus Socially Responsible Growth Fund,
Inc.
70. Dreyfus Strategic Growth, L.P.
71. Dreyfus Strategic Income
72. Dreyfus Strategic Investing
73. Dreyfus Tax Exempt Cash Management
74. The Dreyfus Third Century Fund, Inc.
75. Dreyfus Treasury Cash Management
76. Dreyfus Treasury Prime Cash Management
77. Dreyfus Variable Investment Fund
78. Dreyfus-Wilshire Target Funds, Inc.
79. Dreyfus Worldwide Dollar Money Market Fund, Inc.
80. General California Municipal Bond Fund, Inc.
81. General California Municipal Money Market Fund
82. General Government Securities Money Market
Fund, Inc.
83. General Money Market Fund, Inc.
84. General Municipal Bond Fund, Inc.
85. General Municipal Money Market Fund, Inc.
86. General New York Municipal Bond Fund, Inc.
87. General New York Municipal Money Market Fund
88. Pacifica Funds Trust--Pacific American Money
Market
Portfolio, Pacific American U.S. Treasury
Portfolio
89. Peoples Index Fund, Inc.
90. Peoples S&P MidCap Index Fund, Inc.
91. Premier California Municipal Bond Fund
92. Premier Equity Funds, Inc.
93. Premier Global Investing, Inc.
94. Premier GNMA Fund
95. Premier Growth Fund, Inc.
96. Premier Insured Municipal Bond Fund
97. Premier Municipal Bond Fund
98. Premier New York Municipal Bond Fund
99. Premier State Municipal Bond Fund
(b)
<TABLE>
<CAPTION>
Positions and offices with Positions and
Name and principal Premier Mutual offices with
business address Fund Services, Inc. Registrant
<S> <C> <C>
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Treasurer
Compliance Officer
Joseph F. Tower, III+ Senior Vice President, Assistant
Treasurer and Chief Treasurer
Financial Officer
John E. Pelletier+ Senior Vice President, Vice President
General Counsel, Secretary and Secretary
and Clerk
Frederick C. Dey++ Senior Vice President Vice President
and Assistant
Treasurer
Eric B. Fischman++ Vice President and Vice President
Associate 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
</TABLE>
+ 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 Investors 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.
One American Express Plaza
Providence, Rhode Island 02903
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
Registrant hereby undertakes
(1) to file a post-effective amendment, using
financial statements which need not be certified,
within four to six months from the effective date
of Registrant's 1933 Act Registration Statement
pertaining to Premier Growth and Income Fund and
Premier Emerging Markets Fund.
(2) 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.
(3) 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.
<PAGE>
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 11th day of December, 1995.
PREMIER CAPITAL GROWTH FUND, INC.
(Registrant)
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.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/Marie E. Connolly* President and Treasurer December 11, 1995
Marie E. Connolly (Principal Executive,
Financial and Accounting
Officer)
/s/Joseph S. DiMartino* Director December 11, 1995
Joseph S. DiMartino
/s/John M. Fraser, Jr.* Director December 11, 1995
John M. Fraser, Jr.
/s/David P. Feldman* Director December 11, 1995
David P. Feldman
/s/Robert R. Glauber* Director December 11, 1995
Robert R. Glauber
/s/James F. Henry* Director December 11, 1995
James F. Henry
/s/Rosalind Gersten Jacobs* Director December 11, 1995
Rosalind Gersten Jacobs
/s/Irving Kristol* Director December 11, 1995
Irving Kristol
/s/Paul A. Marks* Director December 11, 1995
Paul A. Marks*
/s/Martin Peretz* Director December 11, 1995
Martin Peretz
/s/Bert W. Wasserman* Director December 11, 1995
Bert W. Wasserman
/s/Eric B. Fischman
* By: Eric B. Fischman,
Attorney-in-Fact
</TABLE>
PREMIER CAPITAL GROWTH FUND, INC.
Post-Effective Amendment No. 59 to
Registration Statement on Form N-1A under
the Securities Act of 1933 and
the Investment Company Act of 1940
EXHIBITS
<PAGE>
INDEX TO EXHIBITS
Page
(1)(a) Articles of Amendment and Restatement . . .
(1)(b) Articles of Amendment . . . . . . . . . . .
(2) By-Laws . . . . . . . . . . . . . . . . . .
(5) Management Agreement. . . . . . . . . . . .
(6) Distribution Agreement. . . . . . . . . . .
(9)(a) Shareholder Services Plan . . . . . . . . .
(10) Opinion, including consent, of Counsel. . .
(11) Consent of Independent Auditors . . . . . .
(15) Distribution Plan . . . . . . . . . . . . .
(17) Financial Data Schedule . . . . . . . . . .
(18) Rule 18f-3 Plan . . . . . . . . . . . . . .
Exhibit (1)(a)
ARTICLES OF AMENDMENT AND RESTATEMENT
OF
PREMIER CAPITAL GROWTH FUND, INC.
PREMIER CAPITAL GROWTH FUND, INC., a Maryland
corporation, hereby certifies to the State Department of
Assessments and Taxation for Maryland that:
FIRST: The corporation desires to amend and restate its
Charter as currently in effect. Therefore the Charter of the
corporation is hereby amended and restated by striking out in
its entirety the existing Charter and substituting in lieu
thereof the following:
FIRST: The name of the corporation (hereinafter called
the "corporation") is Premier Capital Growth Fund, Inc.
SECOND: The corporation is formed for the following
purpose or purposes:
(a) to conduct, operate and carry on the
business of an investment company;
(b) to subscribe for, invest in, reinvest
in, purchase or otherwise acquire, hold, pledge, sell,
assign, transfer, lend, write options on, exchange,
distribute or otherwise dispose of and deal in and with
securities of every nature, kind, character, type and
form, including without limitation of the generality of
the foregoing, all types of stocks, shares, futures
contracts, bonds, debentures, notes, bills and other
negotiable or non-negotiable instruments, obligations,
evidences of interest, certificates of interest,
certificates of participation, certificates, interests,
evidences of ownership, guarantees, warrants, options or
evidences of indebtedness issued or created by or
guaranteed as to principal and interest by any state or
local government or any agency or instrumentality
thereof, by the United States Government or any agency,
instrumentality, territory, district or possession
thereof, by any foreign government or any agency,
instrumentality, territory, district or possession
thereof, by any corporation organized under the laws of
any state, the United States or any territory or
possession thereof or under the laws of any foreign
country, bank certificates of deposit, bank time
deposits, bankers' acceptances and commercial paper; to
pay for the same in cash or by the issue of stock,
including treasury stock, bonds or notes of the
corporation or otherwise; and to exercise any and all
rights, powers and privileges of ownership or interest
in respect of any and all such investments of every kind
and description, including without limitation, the right
to consent and otherwise act with respect thereto, with
power to designate one or more persons, firms,
associations or corporations to exercise any of said
rights, powers and privileges in respect of any said
instruments;
(c) to borrow money or otherwise obtain credit
and to secure the same by mortgaging, pledging or
otherwise subjecting as security the assets of the
corporation;
(d) to issue, sell, repurchase, redeem,
retire, cancel, acquire, hold, resell, reissue, dispose
of, transfer, and otherwise deal in, shares of stock of
the corporation, including shares of stock of the
corporation in fractional denominations, and to apply to
any such repurchase, redemption, retirement,
cancellation or acquisition of shares of stock of the
corporation any funds or property of the corporation
whether capital or surplus or otherwise, to the full
extent now or hereafter permitted by the laws of the
State of Maryland;
(e) to conduct its business, promote its
purposes and carry on its operations in any and all of
its branches and maintain offices both within and
without the State of Maryland, in any States of the
United States of America, in the District of Columbia
and in any other parts of the world; and
(f) to do all and everything necessary,
suitable, convenient, or proper for the conduct,
promotion and attainment of any of the businesses and
purposes herein specified or which at any time may be
incidental thereto or may appear conducive to or
expedient for the accomplishment of any of such
businesses and purposes and which might be engaged in or
carried on by a corporation incorporated or organized
under the Maryland General Corporation Law, and to have
and exercise all of the powers conferred by the laws of
the State of Maryland upon corporations incorporated or
organized under the Maryland General Corporation Law.
The foregoing provisions of this Article SECOND shall be
construed both as purposes and powers and each as an independent
purpose and power. The foregoing enumeration of specific
purposes and powers shall not be held to limit or restrict in
any manner the purposes and powers of the corporation, and the
purposes and powers herein specified shall, except when
otherwise provided in this Article SECOND, be in no wise limited
or restricted by reference to, or inference from, the terms of
any provision of this or any other Article of these Articles of
Incorporation; provided, that the corporation shall not conduct
any business, promote any purpose, or exercise any power or
privilege within or without the State of Maryland which, under
the laws thereof, the corporation may not lawfully conduct,
promote, or exercise.
THIRD: The post office address of the principal office
of the corporation within the State of Maryland, and the name
and address of the resident agent of the corporation within the
State of Maryland, is The Corporation Trust Incorporated, a
Maryland corporation, 32 South Street, Baltimore, Maryland
21202.
FOURTH: (1) The total number of shares of stock which
the corporation has authority to issue is four hundred million
(400,000,000) shares of Common Stock, all of which are of a par
value of one dollar ($1.00) each. One hundred million
(100,000,000) of the authorized shares of Common Stock are
classified as Class A Common Stock, one hundred million
(100,000,000) of the authorized shares of Common Stock are
classified as Class B Common Stock, one hundred million
(100,000,000) of the authorized shares of Common Stock are
classified as Class C Common Stock, and one hundred million
(100,000,000) shares of the authorized shares of Common Stock
are classified as Class R Common Stock.
(2) The aggregate par value of all the authorized
shares of stock is four hundred million dollars
($400,000,000.00).
(3) The Board of Directors of the corporation is
authorized, from time to time, to fix the price or the minimum
price or the consideration or minimum consideration for, and to
authorize the issuance of, the shares of stock of the
corporation and securities convertible into shares of stock of
the corporation.
(4) The Board of Directors of the corporation is
authorized, from time to time, to classify or to reclassify, as
the case may be, any unissued shares of stock of the corporation
by setting or changing the preferences, conversion or other
rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms or conditions of redemption
of the stock.
(5) Subject to the power of the Board of Directors to
classify and reclassify unissued shares, the shares of each
class of stock of the corporation shall have the following
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption:
(a) (i) All consideration received by the
corporation for the issuance or sale of shares together
with all income, earnings, profits and proceeds thereof,
shall irrevocably belong to such class for all purposes,
subject only to the rights of creditors and to the
effect of the conversion of shares of any class of stock
into another class of stock of the corporation, and are
herein referred to as "assets belonging to" such class.
(ii) The assets belonging to such class shall
be charged with the liabilities of the corporation in
respect of such class and with such class's share of the
general liabilities of the corporation, in the latter
case in proportion that the net asset value of such
class bears to the net asset value of all classes.
The determination of the Board of Directors shall be
conclusive as to the allocation of liabilities,
including accrued expenses and reserves, to a class.
(iii) Dividends or distributions on shares of
each class, whether payable in stock or cash, shall be
paid only out of earnings, surplus or other assets
belonging to such class.
(iv) In the event of the liquidation or
dissolution of the corporation, stockholders of each
class shall be entitled to receive, as a class, out of
the assets of the corporation available for distribution
to stockholders, the assets belonging to such class and
the assets so distributable to the stockholders of such
class shall be distributed among such stockholders in
proportion to the number of shares of such class held by
them.
(b) A class may be invested with one or more other
classes in a common investment portfolio. Notwith-
standing the provisions of paragraph (5)(a) of this
Article FOURTH, if two or more classes are invested in a
common investment portfolio, the shares of each such
class of stock of the corporation shall be subject to
the following preferences, conversion and other rights,
voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of
redemption, and, if there are other classes of stock
invested in a different investment portfolio, shall also
be subject to the provisions of paragraph (5)(a) of this
Article FOURTH at the portfolio level as if the classes
invested in the common investment portfolio were one
class:
(i) The income and expenses of the investment
portfolio shall be allocated among the classes invested
in the investment portfolio in accordance with the
number of shares outstanding of each such class or as
otherwise determined by the Board of Directors.
(ii) As more fully set forth in this
paragraph (5)(b) of Article FOURTH, the liabilities and
expenses of the classes invested in the same investment
portfolio shall be determined separately from those of
each other and, accordingly, the net asset value, the
dividends and distributions payable to holders, and the
amounts distributable in the event of liquidation of the
corporation to holders of shares of the corporation's
stock may vary from class to class invested in the same
investment portfolio. Except for these differences and
certain other differences set forth in this paragraph
(5) of Article FOURTH or elsewhere in these Articles of
Incorporation, the classes invested in the same
investment portfolio shall have the same preferences,
conversion and other rights, voting powers, restric-
tions, limitations as to dividends, qualifications and
terms and conditions of redemption.
(iii) The dividends and distributions of
investment income and capital gains with respect to the
classes invested in the same investment portfolio shall
be in such amounts as may be declared from time to time
by the Board of Directors, and such dividends and
distributions may vary among the classes invested in the
same investment portfolio to reflect differing
allocations of the expenses of the corporation among the
classes and any resultant differences between the net
asset values per share of the classes, to such extent
and for such purposes as the Board of Directors may deem
appropriate. The allocation of investment income,
capital gains, expenses and liabilities of the
corporation among the classes shall be determined by the
Board of Directors in a manner that is consistent with
applicable law.
(c) Except as set forth below, on each matter
submitted to a vote of the stockholders, each holder of
a share of stock shall be entitled to one vote for each
share standing in his name on the books of the
corporation irrespective of the class thereof. All
holders of shares of stock shall vote as a single class
except as may otherwise be required by law pursuant to
any applicable order, rule or interpretation issued by
the Securities and Exchange Commission, or otherwise, or
except with respect to any matter which affects only one
or more classes of stock, in which case only the holders
of shares of the class or classes affected shall be
entitled to vote.
(d) The proceeds of the redemption of the shares
of any class of stock of the corporation may be reduced
by the amount of any contingent deferred sales charge or
other charge (which charges may vary within and among
the classes) payable on such redemption pursuant to the
terms of issuance of such shares, all in accordance with
the Investment Company Act of 1940, as amended, and
applicable rules and regulations of the National
Association of Securities Dealers, Inc. ("NASD").
(e) At such times as may be determined by the
Board of Directors (or with the authorization of the
Board of Directors, by the officers of the corporation)
in accordance with the Investment Company Act of 1940,
as amended, applicable rules and regulations thereunder
and applicable rules and regulations of the NASD and
reflected in the corporation's current registration
statement, shares of a particular class of stock of the
corporation may be automatically converted into shares
of another class of stock of the corporation based on
the relative net asset values of such classes at the
time of conversion, subject, however, to any conditions
of conversion that may be imposed by the Board of
Directors (or with the authorization of the Board of
Directors, by the officers of the corporation) and
reflected in the corporation's current registration
statement as aforesaid.
Except as provided above, all provisions of the Articles of
Incorporation relating to stock of the corporation shall apply
to shares of, and to the holders of, all classes of stock.
(6) Notwithstanding any provisions of the Maryland
General Corporation Law requiring a greater proportion than a
majority of the votes of stockholders entitled to be cast in
order to take or authorize any action, any such action may be
taken or authorized upon the concurrence of a majority of the
aggregate number of votes entitled to be cast thereon.
(7) The presence in person or by proxy of the holders
of one-third of the shares of stock of the corporation entitled
to vote (without regard to class) shall constitute a quorum at
any meeting of the stockholders, except with respect to any
matter which, under applicable statutes or regulatory
requirements, requires approval by a separate vote of one or
more classes of stock, in which case the presence in person or
by proxy of the holders of one-third of the shares of stock of
each class required to vote as a class on the matter shall
constitute a quorum.
(8) The corporation may issue shares of Common Stock in
fractional denominations to the same extent as its whole shares,
and shares in fractional denominations shall be shares of Common
Stock having proportionately to the respective fractions
represented thereby all the rights of whole shares, including,
without limitation, the right to vote, the right to receive
dividends and distributions and the right to participate upon
liquidation of the corporation, but excluding the right to
receive a stock certificate evidencing a fractional share.
(9) All shares of the Common 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 these Articles 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 Common
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 Common Stock of the
corporation shall not be reduced by the number of any shares
repurchased by it.
(10) No holder of any shares of any class of the
corporation shall be entitled as of right to subscribe for,
purchase, or otherwise acquire any shares of any class which the
corporation proposes to issue, or any rights or options which
the corporation proposes to grant for the purchase of shares of
any class or for the purchase of any shares, bonds, securities,
or obligations of the corporation which are convertible into or
exchangeable for, or which carry any rights to subscribe for,
purchase, or otherwise acquire shares of any class of the
corporation; and any and all of such shares, bonds, securities
or obligations of the corporation, whether now or hereafter
authorized or created, may be issued, or may be reissued or
transferred if the same have been reacquired and have treasury
status, and any and all of such rights and options may be
granted by the Board of Directors to such persons, firms,
corporations and associations, and for such lawful
consideration, and on such terms, as the Board of Directors in
its discretion may determine, without first offering the same,
or any thereof, to any said holder.
FIFTH: (1) The number of directors of the corporation,
until such number shall be increased or decreased pursuant to
the by-laws of the corporation, is ten. The number of directors
shall never be less than the minimum number prescribed by the
Maryland General Corporation Law.
(2) The names of the persons who shall act as directors
of the corporation until his or her successor or successors are
duly chosen and qualify are as follows:
Joseph S. DiMartino Rosalind Gersten Jacobs
David P. Feldman Irving Kristol
John M. Fraser, Jr. Dr. Paul A. Marks
Robert R. Glauber Dr. Martin Peretz
James F. Henry Bert W. Wasserman
(3) The initial by-laws of the corporation shall be
adopted by the directors at their organizational meeting or by
their informal written action, as the case may be. Thereafter,
the power to make, alter, and repeal the by-laws of the
corporation shall be vested in the Board of Directors of the
corporation.
(4) Any determination made in good faith and, so far
as accounting matters are involved, in accordance with generally
accepted accounting principles by or pursuant to the direction
of the Board of Directors, as to the amount of the assets,
debts, obligations, or liabilities of the corporation or
belonging to, or attributable to any class of shares of the
corporation, as to the amount of any reserves or charges set up
and the propriety thereof, as to the time of or purpose for
creating such reserves or charges, as to the use, alteration or
cancellation of any reserves or charges (whether or not any
debt, 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 investment
owned or held by the corporation, as to the market value of any
investment or fair value of any other asset of the corporation,
as to the number of shares of the corporation outstanding, as to
the estimated expense to the corporation in connection with
purchases of its shares, as to the ability to liquidate
investments in orderly fashion, as to the extent to which it is
practicable to deliver a cross-section of the portfolio of the
corporation in payment for any such shares, or as to any other
matters relating to the issue, sale, purchase and/or other
acquisition or disposition of investments or shares of the
corporation, shall be final and conclusive, and
shall be binding upon the corporation and all holders of its
shares, past, present and future, and shares 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.
SIXTH: (1) To the fullest extent that limitations on
the liability of directors and officers are permitted by the
Maryland General Corporation Law, no director or officer of the
corporation shall have any liability to the corporation or its
stockholders for money damages. This limitation on liability
applies to events occurring at the time a person serves as a
director or officer of the corporation whether or not such
person is a director or officer at the time of any proceeding in
which liability is asserted.
(2) The corporation shall indemnify and advance
expenses to its currently acting and its former directors to the
fullest extent that indemnification of directors and advancement
of expenses to directors is permitted by the Maryland General
Corporation Law. The corporation shall indemnify and advance
expenses to its officers to the same extent as its directors and
to such further extent as is consistent with law. The board of
directors may, through a by-law, resolution or agreement, make
further provisions for indemnification of directors, officers,
employees and agents to the fullest extent permitted by the
Maryland General Corporation Law.
(3) No provision of this Article SIXTH shall be
effective to protect or purport to protect any director or
officer of the corporation against any liability to the
corporation or its stockholders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office.
(4) References to the Maryland General Corporation Law
in this Article SIXTH are to the law as from time to time
amended. No amendment to the Articles of Incorporation of the
corporation shall affect any right of any person under this
Article SIXTH based on any event, omission or proceeding prior
to such amendment.
SEVENTH: (1) Any holder of shares of stock of the
corporation shall be entitled to require the corporation to
redeem and the corporation shall be obligated to redeem at the
option of such holder all or any part of the shares of the
corporation owned by said holder, at the redemption price,
pursuant to the method, upon the terms and subject to the
conditions hereinafter set forth:
(a) Certificates for shares of stock shall be
presented for redemption in proper form for transfer to
the corporation or the agent of the corporation
appointed for such purpose, together with a written
request that the corporation redeem all or any part of
the shares represented thereby.
(b) The redemption price per share shall be the
net asset value per share determined at such time or
times as the Board of Directors of the corporation shall
designate in accordance with any provision of the
Investment Company Act of 1940, as amended, any rule or
regulation thereunder or exemption or exception
therefrom, or any rule or regulation made or adopted by
any securities association registered under the Securi-
ties Exchange Act of 1934.
(c) Net asset value per share of a class shall
be determined by dividing:
(i) The total value of the assets belonging
to such class or, in the case of a class invested in a
common investment portfolio with other classes, such
class's proportionate share of the total value of the
assets belonging to the common investment portfolio,
such value determined as provided in Subsection (d)
below less, to the extent determined by or pursuant to
the direction of the Board of Directors in accordance
with generally accepted accounting principles, all
debts, obligations and liabilities of such class (which
debts, obligations and liabilities shall include,
without limitation of the generality of the foregoing,
any and all debts, obligations, liabilities, or claims,
of any and every kind and nature, fixed, accrued and
otherwise, including the estimated accrued expenses of
management and supervision and any reserves or charges
for any or all of the foregoing, whether for taxes,
expenses, contingencies or otherwise, and the price of
capital stock redeemed but not paid for) but excluding
such class' liability upon its shares and its surplus,
by
(ii) The total number of shares of such class
outstanding.
The Board of Directors is empowered, in its
absolute discretion, to establish other methods for
determining such net asset value whenever such other
methods are deemed by it to be necessary in order to
enable the corporation to comply with, or are deemed by
it to be desirable provided they are not inconsistent
with, any provision of the Investment Company Act of
1940, as amended, or any rule or regulation thereunder.
(d) In determining for the purposes of these
Articles of Incorporation the total value of the assets
of the corporation at any time, investments and any
other assets of the corporation shall be valued in such
manner as may be determined from time to time by the
Board of Directors.
(e) Payment of the redemption price by the
corporation may be made either in cash or in securities
or other assets at the time owned by the corporation or
partly in cash and partly in securities or other assets
at the time owned by the corporation. The value of any
part of such payment to be made in securities or other
assets of the corporation shall be the value employed in
determining the redemption price. Payment of the
redemption price shall be made on or before the seventh
day following the day on which the shares are properly
presented for redemption hereunder, except that delivery
of any securities included in any such payment shall be
made as promptly as any necessary transfers on the books
of the issuers whose securities are to be delivered may
be made, and, except as postponement of the date of
payment may be permissible under the Investment Company
Act of 1940, and the rules and regulations thereunder.
The corporation, pursuant to resolution of the
Board of Directors, may deduct from the payment made for
any shares redeemed a liquidating charge not in excess
of one percent (1%) of the redemption price of the
shares so redeemed, and the Board of Directors may alter
or suspend any such liquidating charge from time to
time.
(f) Redemption of shares of stock by the
corporation is conditional upon the corporation having
funds or property legally available therefor.
(2) The corporation, either directly or through an
agent, may repurchase its shares, out of funds legally available
therefor, upon such terms and conditions and for such
consideration as the Board of Directors shall deem advisable, by
agreement with the owner at a price not exceeding the net asset
value per share as determined by the corporation at such time or
times as the Board of Directors of the corporation shall
designate, less a liquidating charge not to exceed one percent
(1%) of such net asset value, if and as fixed by resolution of
the Board of Directors of the corporation from time to time, and
take all other steps deemed necessary or advisable in connection
therewith.
(3) The obligations set forth in this Article SEVENTH
may be suspended or postponed as may be permissible under the
Investment Company Act of 1940, as amended, and the rules and
regulations thereunder.
EIGHTH: From time to time any of the provisions of the
Charter of the corporation may be amended, altered or repealed,
including amendments which alter the contract rights as
expressly set forth in the Charter of any class of stock
outstanding, and other provisions authorized by the Maryland
General Corporation Law at the time in force may be added or
inserted in the manner and at the time prescribed by said Law,
and all contracts and rights at any time conferred upon the
stockholders of the corporation by its Charter are granted
subject to the provisions of this Article and the reservation of
the right to amend the Charter herein contained.
SECOND: Each share (including for this purpose a fraction
of a share) of Common Stock of the Corporation issued and
outstanding immediately prior to these Articles of Amendment and
Restatement becoming effective, shall at such effective time, be
reclassified automatically, and without any action or choice
on the part of the holder, into a share (or the same fraction of
a share) of Class A Common Stock. Certificates representing
shares of the Class A Common Stock resulting from the aforesaid
reclassification need not be issued until certificates
representing the shares of Common Stock so reclassified, if
issued, have been received by the corporation or its agent, duly
endorsed for transfer.
THIRD: The amendment and restatement of Charter of the
corporation herein made was recommended and advised by the Board
of Directors of the corporation at a meeting held on September
11, 1995 and was approved by the shareholders of the corporation
at a meeting held on November 29, 1995.
FOURTH: The provisions set forth in the above Articles
of Amendment and Restatement are all of the provisions of the
corporation's Charter currently in effect as hereby amended.
The current address of the principal office of the corporation
and the name and address of the corporation's current resident
agent are as set forth in Article THIRD of the Charter as above
amended and restated. The current number of directors and
the names of those directors currently in office are set forth
in Article FIFTH (2) of the Charter as above amended and
restated.
FIFTH: These amended and restated articles do increase
the authorized stock of the corporation and the aggregate par
value of such authorized stock. Immediately prior to these
Articles of Amendment and Restatement becoming effective, the
corporation was authorized to issue one hundred million
(100,000,000) shares of Common Stock, all of one class, with a
par value of one dollar ($1.00) per share and an aggregate par
value of one hundred million dollars ($100,000,000). As
increased hereby, the corporation has the authority to issue
four hundred million (400,000,000) shares of Common Stock, with
a par value of one dollar ($1.00) per share and with an
aggregate par value of four hundred million dollars
($400,000,000), consisting of one hundred million (100,000,000)
shares of Class A Common Stock, one hundred million
(100,000,000) shares of Class B Common Stock, one
hundred million (100,000,000) shares of Class C Common Stock,
and one hundred million (100,000,000) shares of Class R Common
Stock. A description, as amended, of each class, including the
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and
terms of condition of redemption are set forth in the Charter of
the corporation as herein amended.
<PAGE>
IN WITNESS WHEREOF, Premier Capital Growth Fund, Inc.
has caused these Articles to be signed in its name and on its
behalf by its Vice President, Frederick C. Dey, and by its
Assistant Secretary, Eric B. Fischman, on the 4th day of
December,
1995.
The undersigned Vice President acknowledges these
Articles of Amendment and 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
the penalties of perjury.
PREMIER CAPITAL GROWTH FUND, INC.
By:________________________________
Frederick C. Dey, Vice President
ATTEST:
_____________________________________
John J. Pyburn, Assistant Treasurer
<PAGE>
Exhibit (1)(b)
ARTICLES OF AMENDMENT
PREMIER CAPITAL GROWTH FUND, INC., a Maryland
corporation having its principal office in the State of Maryland
at 32 South Street, Baltimore, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation is hereby
amended by striking Article FIRST of the Articles of Amendment
and Restatement and inserting in lieu thereof the following:
"FIRST: The name of the corporation (hereinafter
called the 'corporation') is Premier Equity Funds,
Inc."
SECOND: The charter of the Corporation is hereby
amended further to redesignate the issued and unissued Class A
Common Stock, Class B Common Stock, Class C Common Stock and
Class R Common Stock, respectively shares of the Corporation, as
shares of Class A Common Stock, Class B Common Stock, Class C
Common Stock and Class R Common Stock, respectively of Premier
Capital Growth Fund portfolio by striking the first sentence of
paragraph (1) of Article FOURTH of the Articles of Amendment and
Restatement in its entirety and inserting in lieu thereof the
following:
"FOURTH: (1) The total number of shares of stock
which the corporation has authority to issue is four
hundred million (400,000,000) shares of Common Stock,
all of which are of a par value of one dollar ($1.00)
each and designated as shares of Premier Capital
Growth Fund. One hundred million (100,000,000) of
the authorized shares of Common Stock are classified
as Class A Common Stock of Premier Capital Growth
Fund, one hundred million (100,000,000) of the
authorized shares of Common Stock are
classified as Class B Common Stock of Premier Capital
Growth Fund, one hundred million (100,000,000) of the
authorized shares of Common Stock are classified as
Class C Common Stock of Premier Capital Growth Fund,
and one hundred million (100,000,000) shares of the
authorized shares of Common Stock are classified as
Class R Common Stock of Premier Capital Growth Fund."
THIRD: The Corporation is registered as an open-end
investment company under the Investment Company Act of 1940.
FOURTH: These Articles of Amendment were approved by
at least a majority of the entire Board of Directors of the
Corporation and are limited to changes expressly permitted by
Section 2-605 of subtitle 6 of Title 2 of the Maryland General
Corporation Law to be made without action by the stockholders of
the Corporation.
The undersigned Vice President of the Corporation
acknowledges these Articles of Amendment 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 in these
Articles with respect to the authorization and approval of the
amendment of the Corporation's charter are true in all material
respects, and that this statement is made under the penalties of
perjury.
<PAGE>
IN WITNESS WHEREOF, Premier Capital Growth Fund, Inc.
has caused this instrument to be signed in its name and on its
behalf by its Vice President, and witnessed by its Assistant
Secretary, on the 18th day of December, 1995.
PREMIER CAPITAL GROWTH FUND, INC.
BY:_______________________________
Frederick C. Dey,
Vice President
WITNESS:
______________________
John J. Pyburn,
Assistant Treasurer
<PAGE>
Exhibit (2)
BY-LAWS
OF
PREMIER EQUITY FUNDS, INC.
(A Maryland Corporation)
___________
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates
representing shares of stock shall set forth thereon the
statements prescribed by Section 2-211 of the Maryland General
Corporation Law ("General Corporation Law") and by any other
applicable provision of law and shall be signed by the Chairman
of the Board or the President or a Vice President and
countersigned by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer and may be sealed with the
corporate seal. The signatures of any such officers may be
either manual or facsimile signatures and the corporate seal may
be either facsimile or any other form of seal. In case any such
officer who has signed manually or by facsimile any such
certificate ceases to be such officer before the certificate is
issued, it nevertheless may be issued by the corporation with
the same effect as if the officer had not ceased to be such
officer as of the date of its issue.
No certificate representing shares of stock shall be
issued for any share of stock until such share is fully paid,
except as otherwise authorized in Section 2-206 of the General
Corporation Law.
The corporation may issue a new certificate of stock in
place of any certificate theretofore issued by it, alleged to
have been lost, stolen or destroyed, and the Board of Directors
may require, in its discretion, the owner of any such
certificate or his legal representative to give bond, with
sufficient surety, to the corporation to indemnify it against
any loss or claim that may arise by reason of the issuance of a
new certificate.
2. SHARE TRANSFERS. Upon compliance with provisions
restricting the transferability of shares of stock, if any,
transfers of shares of stock of the corporation shall be made
only on the stock transfer books of the corporation by the
record holder thereof or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of
the corporation or with a transfer agent or a registrar, if any,
and on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes
due thereon.
3. RECORD DATE FOR STOCKHOLDERS. The Board of
Directors may fix, in advance, a date as the record date for the
purpose of determining stockholders entitled to notice of, or to
vote at, any meeting of stockholders, or stockholders entitled
to receive payment of any dividend or the allotment of any
rights or in order to make a determination of stockholders for
any other proper purpose. Such date, in any case, shall be not
more than 90 days, and in case of a meeting of stockholders not
less than 10 days, prior to the date on which the meeting or
particular action requiring such determination of stockholders
is to be held or taken. In lieu of fixing a record date, the
Board of Directors may provide that the stock transfer books
shall be closed for a stated period but not to exceed 20 days.
If the stock transfer books are closed for the purpose of
determining stockholders entitled to notice of, or to vote at, a
meeting of stockholders, such books shall be closed for at least
10 days immediately preceding such meeting. If no record date
is fixed and the stock transfer books are not closed for the
determination of stockholders: (1) The record date for the
determination of stockholders entitled to notice of, or to vote
at, a meeting of stockholders shall be at the close of business
on the day on which the notice of meeting is mailed or the day
30 days before the meeting, whichever is the closer date to the
meeting; and (2) The record date for the determination of
stockholders entitled to receive payment of a dividend or an
allotment of any rights shall be at the close of business on the
day on which the resolution of the Board of Directors declaring
the dividend or allotment of rights is adopted, provided that
the payment or allotment date shall not be more than 60 days
after the date on which the resolution is adopted.
4. MEANING OF CERTAIN TERMS. As used herein in respect
of the right to notice of a meeting of stockholders or a waiver
thereof or to participate or vote thereat or to consent or
dissent in writing in lieu of a meeting, as the case may be, the
term "share of stock" or "shares of stock" or "stockholder" or
"stock-holders" refers to an outstanding share or shares of
stock and to a holder or holders of record of outstanding shares
of stock when the corporation is authorized to issue only one
class of shares of stock and said reference also is intended to
include any outstanding share or shares of stock and any holder
or holders of record of outstanding shares of stock of any class
or series upon which or upon whom the Charter confers such
rights where there are two or more classes or series of shares
or upon which or upon whom the General Corporation Law confers
such rights notwithstanding that the Charter may provide for
more than one class or series of shares of stock, one or more of
which are limited or denied such rights thereunder.
5. STOCKHOLDER MEETINGS.
- ANNUAL MEETINGS. If a meeting of the stockholders of
the corporation is required by the Investment Company Act of
1940, as amended, to elect the directors, then there shall be
submitted to the stockholders at such meeting the question of
the election of directors, and a meeting called for that purpose
shall be designated the annual meeting of stockholders for that
year. In other years in which no action by stockholders is
required for the aforesaid election of directors, no annual
meeting need be held.
- SPECIAL MEETINGS. Special stockholder meetings for
any purpose may be called by the Board of Directors or the
President and shall be called by the Secretary for the purpose
of removing a Director and for all other purposes whenever the
holders of shares entitled to at least ten percent of all the
votes entitled to be cast at such meeting shall make a duly
authorized request that such meeting be called. Such request
shall state the purpose of such meeting and the matters proposed
to be acted on thereat, and no other business shall be
transacted at any such special meeting. Notwithstanding the
foregoing, unless requested by stockholders entitled to cast a
majority of the votes entitled to be cast at the meeting, a
special meeting of the stockholders need not be called at the
request of stockholders to consider any matter that is
substantially the same as a matter voted on at any special
meeting of the stockholders held during the preceding twelve
(12) months.
- PLACE AND TIME. Stockholder meetings shall be held
at such place, either within the State of Maryland or at such
other place within the United States, and at such date or dates
as the directors from time to time may fix.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.
Written or printed notice of all meetings shall be given by the
Secretary and shall state the time and place of the meeting.
The notice of a special meeting shall state in all instances the
purpose or purposes for which the meeting is called. Written or
printed notice of any meeting shall be given to each stockholder
either by mail or by presenting it to him personally or by
leaving it at his residence or usual place of business not less
than ten days and not more than ninety days before the date of
the meeting, unless any provisions of the General Corporation
Law shall prescribe a different elapsed period of time, to each
stockholder at his address appearing on the books of the
corporation or the address supplied by him for the purpose of
notice. If mailed, notice shall be deemed to be given when
deposited in the United States mail addressed to the stockholder
at his post office address as it appears on the records of the
corporation with postage thereon prepaid. Whenever any notice
of the time, place or purpose of any meeting of stockholders is
required to be given under the provisions of these by-laws or of
the General Corporation Law, a waiver thereof in writing, signed
by the stockholder and filed with the records of the meeting,
whether before or after the holding thereof, or actual
attendance or representation at the meeting shall be deemed
equivalent to the giving of such notice to such stockholder.
The foregoing requirements of notice also shall apply, whenever
the corporation shall have any class of stock which is not
entitled to vote, to holders of stock who are not entitled to
vote at the meeting, but who are entitled to notice
thereof and to dissent from any action taken thereat.
- STATEMENT OF AFFAIRS. The President of the corpora-
tion or, if the Board of Directors shall determine otherwise,
some other executive officer thereof, shall prepare or cause to
be prepared annually a full and correct statement of the affairs
of the corporation, including a balance sheet and a financial
statement of operations for the preceding fiscal year, which
shall be filed at the principal office of the corporation in the
State of Maryland.
- QUORUM. At any meeting of stockholders, the presence
in person or by proxy of stockholders entitled to cast one-third
of the votes thereat shall constitute a quorum. In the absence
of a quorum, the stockholders present in person or by proxy, by
majority vote and without notice other than by announcement, may
adjourn the meeting from time to time, but not for a period
exceeding 120 days after the original record date until a quorum
shall attend.
- ADJOURNED MEETINGS. A meeting of stockholders
convened on the date for which it was called (including one
adjourned to achieve a quorum as provided in the paragraph
above) may be adjourned from time to time without further notice
to a date not more than 120 days after the original record date,
and any business may be transacted at any adjourned meeting
which could have been transacted at the meeting as originally
called.
- CONDUCT OF MEETING. Meetings of the stockholders
shall be presided over by one of the following officers in the
order of seniority and if present and acting: the President,
the Chairman of the Board, a Vice President or, if none of the
foregoing is in office and present and acting, by a chairman to
be chosen by the stockholders. The Secretary of the corporation
or, in his absence, an Assistant Secretary, shall act as
secretary of every meeting, but if neither the Secretary nor an
Assistant Secretary is present the chairman of the meeting shall
appoint a secretary of the meeting.
- PROXY REPRESENTATION. Every stockholder may
authorize another person or persons to act for him by proxy in
all matters in which a stockholder is entitled to participate,
whether for the purposes of determining his presence at a
meeting, or whether by waiving notice of any meeting, voting or
participating at a meeting, expressing consent or dissent
without a meeting or otherwise. Every proxy shall be executed
in writing by the stockholder or by his duly authorized
attorney-in-fact or be in such other form as may be permitted by
the Maryland General Corporation Law, including documents
conveyed by electronic transmission and filed with the Secretary
of the corporation. A copy, facsimile transmission or other
reproduction of the writing or transmission may be substituted
for the original writing or transmission for any purpose for
which the original transmission could be used. No
unrevoked proxy shall be valid after eleven months from the date
of its execution, unless a longer time is expressly provided
therein. The placing of a stockholder's name on a proxy
pursuant to telephonic or electronically transmitted
instructions obtained pursuant to procedures reasonably designed
to verify that such instructions have been authorized by such
stockholder shall constitute execution of such proxy by or on
behalf of such stockholder.
- INSPECTORS OF ELECTION. The directors, in advance of
any meeting, may, but need not, appoint one or more inspectors
to act at the meeting or any adjournment thereof. If an
inspector or inspectors are not appointed, the person presiding
at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an
inspector fails to appear or act, the vacancy may be filled by
appointment made by the directors in advance of the meeting or
at the meeting by the person presiding thereat. Each inspector,
if any, before entering upon the discharge of his duties, shall
take and sign an oath to execute faithfully the duties of
inspector at such meeting with strict impartiality and according
to the best of his ability. The inspectors, if any, shall
determine the number of shares outstanding and the voting power
of each, the shares represented at the meeting, the existence of
a quorum and the validity and effect of proxies, and shall
receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with
the right to vote, count and tabulate all votes, ballots or
consents, determine the result and do such acts as are proper to
conduct the election or vote with fairness to all stockholders.
On request of the person presiding at the meeting or any stock-
holder, the inspector or inspectors, if any, shall make a report
in writing of any challenge, question or matter determined by
him or them and execute a certificate of any fact found by him
or them.
- VOTING. Each share of stock shall entitle the holder
thereof to one vote, except in the election of directors, at
which each said vote may be cast for as many persons as there
are directors to be elected. Except for election of directors,
a majority of the votes cast at a meeting of stockholders, duly
called and at which a quorum is present, shall be sufficient to
take or authorize action upon any matter which may come before a
meeting, unless more than a majority of votes cast is required
by the corporation's Articles of Incorporation. A plurality of
all the votes cast at a meeting at which a quorum is present
shall be sufficient to elect a director.
6. INFORMAL ACTION. Any action required or permitted
to be taken at a meeting of stockholders may be taken without a
meeting if a consent in writing, setting forth such action, is
signed by all the stockholders entitled to vote on the subject
matter thereof and any other stockholders entitled to notice of
a meeting of stockholders (but not to vote thereat) have waived
in writing any rights which they may have to dissent from such
action and such consent and waiver are filed with the records of
the corporation.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs
of the corporation shall be managed under the direction of a
Board of Directors. The use of the phrase "entire board" herein
refers to the total number of directors which the corporation
would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be a
natural person of full age. A director need not be a
stockholder, a citizen of the United States or a resident of the
State of Maryland. The initial Board of Directors shall consist
of one person. Thereafter, the number of directors constituting
the entire board shall never be less than three or the number of
stockholders, whichever is less. At any regular meeting or at
any special meeting called for that purpose, a majority of the
entire Board of Directors may increase or decrease the number of
directors, provided that the number thereof shall never be less
than three or the number of stockholders, whichever is less, nor
more than twelve and further provided that the tenure of office
of a director shall not be affected by any decrease in the
number of directors.
3. ELECTION AND TERM. The first Board of Directors
shall consist of the director named in the Articles of
Incorporation and shall hold office until the first meeting of
stockholders or until his successor has been elected and
qualified. Thereafter, directors who are elected at a meeting
of stockholders, and directors who are elected in the interim to
fill vacancies and newly created directorships, shall hold
office until their successors have been elected and qualified.
Newly created directorships and any vacancies in the Board of
Directors, other than vacancies resulting from the removal of
directors by the stockholders, may be filled by the Board of
Directors, subject to the provisions of the Investment Company
Act of 1940. Newly created directorships filled by the Board of
Directors shall be by action of a majority of the entire Board
of Directors then in office. All vacancies to be filled by the
Board of Directors may be filled by a majority of the remaining
members of the Board of Directors, although such majority is
less than a quorum thereof.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the
Board shall fix, except that the first meeting of a newly
elected Board shall be held as soon after its election as the
directors conveniently may assemble.
- PLACE. Meetings shall be held at such place within
or without the State of Maryland as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings
for which the time and place have been fixed. Special meetings
may be called by or at the direction of the President or of a
majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Whenever
any notice of the time, place or purpose of any meeting of
directors or any committee thereof is required to be given under
the provisions of the General Corporation Law or of these
by-laws, a waiver thereof in writing, signed by the director or
committee member entitled to such notice and filed with the
records of the meeting, whether before or after the holding
thereof, or actual attendance at the meeting shall be deemed
equivalent to the giving of such notice to such director or such
committee member.
- QUORUM AND ACTION. A majority of the entire Board of
Directors shall constitute a quorum except when a vacancy or
vacancies prevents such majority, whereupon a majority of the
directors in office shall constitute a quorum, provided such
majority shall constitute at least one-third of the entire Board
and, in no event, less than two directors. A majority of the
directors present, whether or not a quorum is present, may
adjourn a meeting to another time and place. Except as
otherwise specifically provided by the Articles of
Incorporation, the General Corporation Law or these by-laws, the
action of a majority of the directors present at a meeting at
which a quorum is present shall be the action of the Board of
Directors.
- CHAIRMAN OF THE MEETING. The Chairman of the Board,
if any and if present and acting, or the President or any other
director chosen by the Board, shall preside at all meetings.
5. REMOVAL OF DIRECTORS. Any or all of the directors
may be removed for cause or without cause by the stockholders,
who may elect a successor or successors to fill any resulting
vacancy or vacancies for the unexpired term of the removed
director or directors.
6. COMMITTEES. The Board of Directors may appoint from
among its members an Executive Committee and other committees
composed of two or more directors and may delegate to such
committee or committees, in the intervals between meetings of
the Board of Directors, any or all of the powers of the Board of
Directors in the management of the business and affairs of the
corporation, except the power to amend the by-laws, to approve
any consolidation, merger, share exchange or transfer of assets,
to declare dividends, to issue stock (except to the extent
permitted by law) or to recommend to stockholders any action
requiring the stockholders' approval. In the absence of any
member of any such committee, the members thereof present at any
meeting, whether or not they constitute a quorum, may appoint a
member of the Board of Directors to act in the place of such
absent member.
7. INFORMAL ACTION. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written
consent to such action is signed by all members of the Board of
Directors or any such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of
the Board or any such committee.
Members of the Board of Directors or any committee
designated thereby may participate in a meeting of such Board or
committee by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other at the same
time. Participation by such means shall constitute presence in
person at a meeting.
ARTICLE III
OFFICERS
The corporation may have a Chairman of the Board and
shall have a President, a Secretary and a Treasurer, who shall
be elected by the Board of Directors, and may have such other
officers, assistant officers and agents as the Board of
Directors shall authorize from time to time. Any two or more
offices, except those of President and Vice President, may be
held by the same person, but no person shall execute,
acknowledge or verify any instrument in more than one capacity,
if such instrument is required by law to be executed,
acknowledged or verified by two or more officers.
Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best interests of the
corporation will be served thereby.
ARTICLE IV
PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER
The address of the principal office of the corporation
in the State of Maryland prescribed by the General Corporation
Law is 32 South Street, c/o The Corporation Trust Incorporated,
Baltimore, Maryland 21202. The name and address of the resident
agent in the State of Maryland prescribed by the General
Corporation Law are: The Corporation Trust Incorporated, 32
South Street, Baltimore, Maryland 21202.
The corporation shall maintain, at its principal office
in the State of Maryland prescribed by the General Corporation
Law or at the business office or an agency of the corporation,
an original or duplicate stock ledger containing the names and
addresses of all stockholders and the number of shares of each
class held by each stockholder. Such stock ledger may be in
written form or any other form capable of being converted into
written form within a reasonable time for visual inspection.
The corporation shall keep at said principal office in
the State of Maryland the original or a certified copy of the
by-laws, including all amendments thereto, and shall duly file
thereat the annual statement of affairs of the corporation
prescribed by Section 2-313 of the General Corporation Law.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name
of the corporation and shall be in such form and contain such
other words and/or figures as the Board of Directors shall
determine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation or any series thereof
shall be fixed, and shall be subject to change, by the Board of
Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
The power to make, alter, amend and repeal the by-laws
is vested exclusively in the Board of Directors of the
corporation.
ARTICLE VIII
INDEMNIFICATION
1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The
corporation shall indemnify its directors to the fullest extent
that indemnification of directors is permitted by the law. The
corporation shall indemnify its officers to the same extent as
its directors and to such further extent as is consistent with
law. The corporation shall indemnify its directors and officers
who while serving as directors or officers also serve at the
request of the corporation as a director, officer, partner,
trustee, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, other enterprise or employee
benefit plan to the same extent as its directors and, in the
case of officers, to such further extent as is consistent with
law. The indemnification and other rights provided by this
Article shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs,
executors and administrators of such a person. This Article
shall not protect any such person against any liability to the
corporation or any stockholder thereof to which such person
would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office ("disabling conduct").
2. ADVANCES. Any current or former director or officer
of the corporation seeking indemnification within the scope of
this Article shall be entitled to advances from the corporation
for payment of the reasonable expenses incurred by him in con-
nection with the matter as to which he is seeking
indemnification in the manner and to the fullest extent
permissible under the General Corporation Law. The person
seeking indemnification shall provide to the corporation a
written affirmation of his good faith belief that the standard
of conduct necessary for indemnification by the corporation has
been met and a written undertaking to repay any such advance if
it should ultimately be determined that the standard of conduct
has not been met. In addition, at least one of the following
additional conditions shall be met: (a) the person seeking
indemnification shall provide a security in form and amount
acceptable to the corporation for his undertaking; (b) the
corporation is insured against losses arising by reason
of the advance; or (c) a majority of a quorum of directors of
the corporation who are neither "interested persons" as defined
in Section 2(a)(19) of the Investment Company Act of 1940, as
amended, nor parties to the proceeding ("disinterested non-party
directors"), or independent legal counsel, in a written opinion,
shall have determined, based on a review of facts readily avail-
able to the corporation at the time the advance is proposed to
be made, that there is reason to believe that the person seeking
indemnification will ultimately be found to be entitled to
indemnification.
3. PROCEDURE. At the request of any person claiming
indemnification under this Article, the Board of Directors shall
determine, or cause to be determined, in a manner consistent
with the General Corporation Law, whether the standards required
by this Article have been met. Indemnification shall be made
only following: (a) a final decision on the merits by a court
or other body before whom the proceeding was brought that the
person to be indemnified was not liable by reason of disabling
conduct or (b) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that the person
to be indemnified was not liable by reason of disabling conduct
by (i) the vote of a majority of a quorum of disinterested
non-party directors or (ii) an independent legal counsel in a
written opinion.
4. INDEMNIFICATION OF EMPLOYEES AND AGENTS. Employees
and agents who are not officers or directors of the corporation
may be indemnified, and reasonable expenses may be advanced to
such employees or agents, as may be provided by action of the
Board of Directors or by contract, subject to any limitations
imposed by the Investment Company Act of 1940, as amended.
5. OTHER RIGHTS. The Board of Directors may make
further provision consistent with law for indemnification and
advance of expenses to directors, officers, employees and agents
by resolution, agreement or otherwise. The indemnification
provided by this Article shall not be deemed exclusive of any
other right, with respect to indemnification or otherwise, to
which those seeking indemnification may be entitled under any
insurance or other agreement or resolution of stockholders or
disinterested non-party directors or otherwise.
6. AMENDMENTS. References in this Article are to the
General Corporation Law and to the Investment Company Act of
1940 as from time to time amended. No amendment of the by-laws
shall affect any right of any person under this Article based on
any event, omission or proceeding prior to the amendment.
Dated: July 1, 1989
Amended: December 11, 1995
<PAGE>
Exhibit (5)
MANAGEMENT AGREEMENT
PREMIER EQUITY FUNDS, INC.
200 Park Avenue
New York, New York 10166
August 24, 1994
As Amended, December 11, 1995
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
The above-named investment company (the "Fund")
consisting of the series named on Schedule 1 hereto, as such
Schedule may be revised from time to time (each, a "Series"),
herewith confirms its agreement with you as follows:
The Fund desires to employ its capital by investing and
reinvesting the same in investments of the type and in
accordance with the limitations specified in its charter
documents and in its Prospectus and Statement of Additional
Information as from time to time in effect, copies of which have
been or will be submitted to you, and in such manner and to such
extent as from time to time may be approved by the Fund's Board.
The Fund desires to employ you to act as its investment adviser.
In this connection it is understood that from time to
time you will employ or associate with yourself such person or
persons as you may believe to be particularly fitted to assist
you in the performance of this Agreement. Such person or
persons may be officers or employees who are employed by both
you and the Fund. The compensation of such person or persons
shall be paid by you and no obligation may be incurred on the
Fund's behalf in any such respect.
Subject to the supervision and approval of the Fund's
Board, you will provide investment management of each Series'
portfolio in accordance with such Series' investment objectives
and policies as stated in its Prospectus and the Statement of
Additional Information as from time to time in effect. In
connection therewith, you will obtain and provide investment
research and will supervise each Series' investments and conduct
a continuous program of investment, evaluation and, if
appropriate, sale and reinvestment of such Series' assets. You
will furnish to the Fund such statistical information, with
respect to the investments which a Series may hold or
contemplate purchasing, as the Fund may reasonably request. The
Fund wishes to be informed of important developments materially
affecting any Series' portfolio and shall expect you, on your
own initiative, to furnish to the Fund from time to time such
information as you may believe appropriate for this purpose.
In addition, you will supply office facilities (which
may be in your own offices), data processing services, clerical,
accounting and bookkeeping services, internal auditing and legal
services, internal executive and administrative services, and
stationery and office supplies; carry such fidelity and other
insurance as may be deemed appropriate and desirable; prepare
reports to each Series' stockholders, tax returns, reports to
and filings with the Securities and Exchange Commission and
state Blue Sky authorities; calculate the net asset value of
each Series' shares; and generally assist in all aspects of the
Fund's operations. You shall have the right, at your expense,
to engage other entities to assist you in performing some or all
of the obligations set forth in this paragraph, provided each
such entity enters into an agreement with you in form and
substance reasonably satisfactory to the Fund. You agree to be
liable for the acts or omissions of each such entity to the same
extent as if you had acted or failed to act under the
circumstances.
Notwithstanding the above statements, the expenses to be
borne by the Fund include, without limitation, the following:
taxes, interest, brokerage fees and commissions, if any, fees of
Board members who are not your officers, directors or employees
or holders of 5% or more of your outstanding voting securities,
Securities and Exchange Commission fees and state Blue Sky
qualification fees, advisory fees, charges of registrars and
custodians, transfer and dividend disbursing agents' fees,
outside auditing and legal expenses, costs of maintaining the
Fund's existence, costs attributable to investor services, costs
of preparing and printing prospectuses and statements of
additional information for regulatory purposes and for
distribution to existing stockholders, costs of stockholders'
reports and meetings, and any extraordinary expenses. The Fund
also will pay the salaries of such of its principal executive
officers as are not also full-time salaried officers or
employees of yours.
You shall exercise your best judgment in rendering the
services to be provided to the Fund hereunder and the Fund
agrees as an inducement to your undertaking the same that you
shall not be liable hereunder for any error of judgment or
mistake of law or for any loss suffered by one or more Series,
provided that nothing herein shall be deemed to protect or
purport to protect you against any liability to the Fund or a
Series or to its security holders to which you would otherwise
be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of your duties hereunder, or by
reason of your reckless disregard of your obligations and duties
hereunder.
In consideration of services rendered pursuant to this
Agreement, the Fund will pay you on the first business day of
each month a fee at the rate set forth opposite each Series'
name on Schedule 1 hereto. Net asset value shall be computed on
such days and at such time or times as described in the relevant
Series' then-current Prospectus and the Statement of Additional
Information. The fee for the period from the date of the
commencement of the public sale of a Series' shares to the end
of the month during which such sale shall have been commenced
shall be pro-rated according to the proportion which such period
bears to the full monthly period, and upon any termination of
this Agreement before the end of any month, the fee for such
part of a month shall be pro-rated according to the proportion
which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to you, the
value of each Series' net assets shall be computed in the manner
specified in the Fund's charter documents for the computation of
the value of each Series' net assets.
If in any fiscal year the aggregate expenses of the Fund
(including fees pursuant to this Agreement, but excluding
interest, taxes, brokerage and, with the prior written consent
of the necessary state securities commissions, extraordinary
expenses) exceed, with respect to Class A of Premier Capital
Growth Fund, 1-1/2% of the average value of such Series' net
assets attributable to such Class A shares or, with respect to
each other Class of Premier Capital Growth Fund and with respect
to each other Series, the expense limitation of any state having
jurisdiction over the Series, the Fund may deduct from the fees
to be paid hereunder, or you will bear, such excess expense.
Your obligation pursuant hereto will be limited to the amount of
your fees hereunder. Such deduction or payment, if any, will be
estimated daily, and reconciled and effected or paid, as the
case may be, on a monthly basis.
The Fund understands that you now act, and that from
time to time hereafter you may act, as investment adviser to one
or more other investment companies and fiduciary or other
managed accounts, and the Fund has no objection to your so
acting, provided that when the purchase or sale of securities of
the same issuer is suitable for the investment objectives of two
or more companies or accounts managed by you which have
available funds for investment, the available securities will be
allocated in a manner believed by you to be equitable to each
company or account. It is recognized that in some cases this
procedure may adversely affect the price paid or received by one
or more Series or the size of the position obtainable for or
disposed of by one or more Series.
In addition, it is understood that the persons employed
by you to assist in the performance of your duties hereunder
will not devote their full time to such service and nothing
contained herein shall be deemed to limit or restrict your right
or the right of any of your affiliates to engage in and devote
time and attention to other businesses or to render services of
whatever kind or nature.
You shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates,
except for a loss resulting from willful misfeasance, bad faith
or gross negligence on your part in the performance of your
duties or from reckless disregard by you of your obligations and
duties under this Agreement. Any person, even though also your
officer, director, partner, employee or agent, who may be or
become an officer, Board member, employee or agent of the Fund,
shall be deemed, when rendering services to the Fund or acting
on any business of the Fund, to be rendering such services to or
acting solely for the Fund and not as your officer, director,
partner, employee or agent or one under your control or
direction even though paid by you.
As to each Series, this Agreement shall continue until
the date set forth opposite such Series' name on Schedule 1
hereto (the "Reapproval Date") and thereafter shall continue
automatically for successive annual periods ending on the day of
each year set forth opposite the Series' name on Schedule 1
hereto (the "Reapproval Day"), provided such continuance is
specifically approved at least annually by (i) the Fund's Board
or (ii) vote of a majority (as defined in the Investment Company
Act of 1940) of such Series' outstanding voting securities,
provided that in either event its continuance also is approved
by a majority of the Fund's Board members who are not
"interested persons" (as defined in said Act) of any party to
this Agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval. As to each Series, this
Agreement is terminable without penalty, on 60 days' notice, by
the Fund's Board or by vote of holders of a majority of such
Series' shares or, upon not less than 90 days' notice, by you.
This Agreement also will terminate automatically, as to the
relevant Series, in the event of its assignment (as defined in
said Act).
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
PREMIER EQUITY FUNDS, INC.
By:___________________________
Accepted:
THE DREYFUS CORPORATION
By:_______________________________
<PAGE>
SCHEDULE 1
<TABLE>
<CAPTION>
Annual Fee as
a Percentage
of Average
Daily Net
Name of Series Assets Reapproval Date Reapproval Day
<S> <C> <C> <C>
Premier Capital Growth
Fund .75% June 30, 1996 June 30th
Premier Emerging Markets
Fund .75% June 30, 1997 June 30th
Premier Growth and Income
Fund .75% June 30, 1997 June 30th
</TABLE>
<PAGE>
Exhibit (6)
DISTRIBUTION AGREEMENT
PREMIER EQUITY FUNDS, INC.
200 Park Avenue
New York, New York 10166
August 24, 1994
As Amended, December 11, 1995
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, Massachusetts 02109
Dear Sirs:
This is to confirm that, in consideration of the agreements
hereinafter contained, the above-named investment company (the
"Fund") has agreed that you shall be, for the period of this
agreement, the distributor of (a) shares of each Series of the
Fund set forth on Exhibit A hereto, as such Exhibit may be
revised from time to time (each, a "Series") or (b) if
no Series are set forth on such Exhibit, shares of the Fund.
For purposes of this agreement the term "Shares" shall mean the
authorized shares of the relevant Series, if any, and otherwise
shall mean the Fund's authorized shares.
1. Services as Distributor
1.1 You will act as agent for the distribution of Shares
covered by, and in accordance with, the registration statement
and prospectus then in effect under the Securities Act of 1933,
as amended, and will transmit promptly any orders received by
you for purchase or redemption of Shares to the Transfer and
Dividend Disbursing Agent for the Fund of which the Fund has
notified you in writing.
1.2 You agree to use your best efforts to solicit orders
for the sale of Shares. It is contemplated that you will enter
into sales or servicing agreements with securities dealers,
financial institutions and other industry professionals, such as
investment advisers, accountants and estate planning firms, and
in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance
with all applicable laws, rules and regulations, including,
without limitation, all rules and regulations made or adopted
pursuant to the Investment Company Act of 1940, as amended, by
the Securities and Exchange Commission or any securities
association registered under the Securities Exchange Act of
1934, as amended.
1.4 Whenever in their judgment such action is warranted by
market, economic or political conditions, or by abnormal
circumstances of any kind, the Fund's officers may decline to
accept any orders for, or make any sales of, any Shares until
such time as they deem it advisable to accept such orders and to
make such sales and the Fund shall advise you promptly of such
determination.
1.5 The Fund agrees to pay all costs and expenses in
connection with the registration of Shares under the Securities
Act of 1933, as amended, and all expenses in connection with
maintaining facilities for the issue and transfer of Shares and
for supplying information, prices and other data to be furnished
by the Fund hereunder, and all expenses in connection with the
preparation and printing of the Fund's prospectuses and
statements of additional information for regulatory purposes and
for distribution to shareholders; provided, however, that
nothing contained herein shall be deemed to require the Fund to
pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to
furnish any and all information and otherwise to take all
actions which may be reasonably necessary in the discretion of
the Fund's officers in connection with the qualification of
Shares for sale in such states as you may designate to the Fund
and the Fund may approve, and the Fund agrees to pay all
expenses which may be incurred in connection with such
qualification. You shall pay all expenses connected with your
own qualification as a dealer under state or Federal laws and,
except as otherwise specifically provided in this agreement, all
other expenses incurred by you in connection with the
sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use
in connection with the sale of Shares, such information with
respect to the Fund or any relevant Series and the Shares as you
may reasonably request, all of which shall be signed by one or
more of the Fund's duly authorized officers; and the Fund
warrants that the statements contained in any such
information, when so signed by the Fund's officers, shall be
true and correct. The Fund also shall furnish you upon request
with: (a) semi-annual reports and annual audited reports of the
Fund's books and accounts made by independent public
accountants regularly retained by the Fund, (b) quarterly
earnings statements prepared by the Fund, (c) a monthly itemized
list of the securities in the Fund's or, if applicable, each
Series' portfolio, (d) monthly balance sheets as soon as
practicable after the end of each month, and (e) from
time to time such additional information regarding the Fund's
financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration
statements and prospectuses filed by the Fund with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, and under the Investment Company Act of 1940,
as amended, with respect to the Shares have been carefully
prepared in conformity with the requirements of said Acts
and rules and regulations of the Securities and Exchange
Commission thereunder.
As used in this agreement the terms "registration statement" and
"prospectus" shall mean any registration statement and
prospectus, including the statement of additional information
incorporated by reference therein, filed with the
Securities and Exchange Commission and any amendments and
supplements thereto which at any time shall have been filed with
said Commission. The Fund represents and warrants to you that
any registration statement and prospectus, when such
registration statement becomes effective, will
contain all statements required to be stated therein in
conformity with said Acts and the rules and regulations of said
Commission; that all statements of fact contained in any such
registration statement and prospectus will be true
and correct when such registration statement becomes effective;
and that neither any registration statement nor any prospectus
when such registration statement becomes effective will include
an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading. The Fund may but
shall not be obligated to propose from time to time such
amendment or amendments to any registration statement and such
supplement or supplements to any prospectus as, in the light of
future developments, may, in the opinion of the Fund's counsel,
be necessary or advisable. If the Fund shall not propose
such amendment or amendments and/or supplement or supplements
within fifteen days after receipt by the Fund of a written
request from you to do so, you may, at your option, terminate
this agreement or decline to make offers of the Fund's
securities until such amendments are made. The Fund
shall not file any amendment to any registration statement or
supplement to any prospectus without giving you reasonable
notice thereof in advance; provided, however, that nothing
contained in this agreement shall in any way limit
the Fund's right to file at any time such amendments to any
registration statement and/or supplements to any prospectus, of
whatever character, as the Fund may deem advisable, such right
being in all respects absolute and unconditional.
1.9 The Fund authorizes you to use any prospectus in the
form furnished to you from time to time, in connection with the
sale of Shares. The Fund agrees to indemnify, defend and hold
you, your several officers and directors, and any person who
controls you within the meaning of Section 15 of the Securities
Act of 1933, as amended, free and harmless from and
against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims,
demands or liabilities and any counsel fees incurred in
connection therewith) which you, your officers and directors, or
any such controlling person, may incur under the Securities
Act of 1933, as amended, or under common law or otherwise,
arising out of or based upon any untrue statement, or alleged
untrue statement, of a material fact contained in any
registration statement or any prospectus or arising
out of or based upon any omission, or alleged omission, to state
a material fact required to be stated in either any registration
statement or any prospectus or necessary to make the statements
in either thereof not misleading; provided, however, that the
Fund's agreement to indemnify you, your officers or directors,
and any such controlling person shall not be deemed
to cover any claims, demands, liabilities or expenses arising
out of any untrue statement or alleged untrue statement or
omission or alleged omission made in any registration statement
or prospectus in reliance upon and in conformity with written
information furnished to the Fund by you specifically for use
in the preparation thereof. The Fund's agreement to indemnify
you, your officers and directors, and any such controlling
person, as aforesaid, is expressly conditioned upon the Fund's
being notified of any action brought against you, your officers
or directors, or any such controlling person, such notification
to be given by letter or by telegram addressed to the Fund at
its address set forth above within ten days after the summons or
other first legal process shall have been served. The failure
so to notify the Fund of any such action shall not relieve the
Fund from any liability which the Fund may have to the person
against whom such action is brought by reason of any
such untrue, or alleged untrue, statement or omission, or
alleged omission, otherwise than on account of the Fund's
indemnity agreement contained in this paragraph 1.9. The Fund
will be entitled to assume the defense of any suit
brought to enforce any such claim, demand or liability, but, in
such case, such defense shall be conducted by counsel of good
standing chosen by the Fund and approved by you. In the event
the Fund elects to assume the defense of any such suit and
retain counsel of good standing approved by you, the
defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but
in case the Fund does not elect to assume the defense of any
such suit, or in case you do not approve of counsel chosen by
the Fund, the Fund will reimburse you, your officers and
directors, or the controlling person or persons named as
defendant or defendants in such suit, for the fees and expenses
of any counsel retained by you or them. The Fund's
indemnification agreement contained in this paragraph 1.9 and
the Fund's representations and warranties in this
agreement shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of you,
your officers and directors, or any controlling person, and
shall survive the delivery of any Shares. This agreement of
indemnity will inure exclusively to your benefit,
to the benefit of your several officers and directors, and their
respective estates, and to the benefit of any controlling
persons and their successors. The Fund agrees
promptly to notify you of the commencement of any litigation or
proceedings against the Fund or any of its officers or Board
members in connection with the issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund, its
several officers and Board members, and any person who controls
the Fund within the meaning of Section 15 of the Securities Act
of 1933, as amended, free and harmless from and against any and
all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims,
demands or liabilities and any counsel fees incurred in
connection therewith) which the Fund, its officers or Board
members, or any such controlling person, may incur under the
Securities Act of 1933, as amended, or under common law or
otherwise, but only to the extent that such liability or
expense incurred by the Fund, its officers or Board members, or
such controlling person resulting from such claims or demands,
shall arise out of or be based upon any untrue, or alleged
untrue, statement of a material fact contained in information
furnished in writing by you to the Fund specifically
for use in the Fund's registration statement and used in the
answers to any of the items of the registration statement or in
the corresponding statements made in the prospectus, or shall
arise out of or be based upon any omission, or alleged omission,
to state a material fact in connection with such information
furnished in writing by you to the Fund and required to be
stated in such answers or necessary to make such information not
misleading. Your agreement to indemnify the Fund, its officers
and Board members, and any such controlling person, as
aforesaid, is expressly conditioned upon your being
notified of any action brought against the Fund, its officers or
Board members, or any such controlling person, such notification
to be given by letter or telegram addressed to you at your
address set forth above within ten days after the summons or
other first legal process shall have been served. You shall
have the right to control the defense of such action,
with counsel of your own choosing, satisfactory to the Fund, if
such action is based solely upon such alleged misstatement or
omission on your part, and in any other event the Fund, its
officers or Board members, or such controlling person shall each
have the right to participate in the defense or preparation
of the defense of any such action. The failure so to notify you
of any such action shall not relieve you from any liability
which you may have to the Fund, its officers or Board members,
or to such controlling person by reason of any such untrue, or
alleged untrue, statement or omission, or alleged omission,
otherwise than on account of your indemnity agreement
contained in this paragraph 1.10. This agreement of indemnity
will inure exclusively to the Fund's benefit, to the benefit of
the Fund's officers and Board members, and their respective
estates, and to the benefit of any controlling persons and their
successors.
You agree promptly to notify the Fund of the commencement of any
litigation or proceedings against you or any of your officers or
directors in connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the Fund
under any of the provisions of this agreement and no orders for
the purchase or sale of such Shares hereunder shall be accepted
by the Fund if and so long as the effectiveness of the
registration statement then in effect or any necessary
amendments thereto shall be suspended under any of the
provisions of the Securities Act of 1933, as amended, or if and
so long as a current prospectus as required by Section 10 of
said Act, as amended, is not on file with the Securities and
Exchange Commission; provided, however, that nothing contained
in this paragraph 1.11 shall in any way restrict or have
an application to or bearing upon the Fund's obligation to
repurchase any Shares from any shareholder in accordance with
the provisions of the Fund's prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in writing:
(a) of any request by the Securities and Exchange Commis-
sion for amendments to the registration statement or
prospectus then in effect or for additional
information;
(b) in the event of the issuance by the Securities and
Exchange Commission of any stop order suspending the
effectiveness of the registration statement or
prospectus then in effect or the initiation of any
proceeding for that purpose;
(c) of the happening of any event which makes
untrue any statement of a material fact made in the
registration statement or prospectus then in effect
or which requires the making of a change in such
registration statement or prospectus in order to
make the statements therein not misleading; and
(d) of all actions of the Securities and
Exchange Commission with respect to any
amendments to any registration statement or
prospectus which may from time to time
be filed with the Securities and Exchange Commission.
2. Offering Price
Shares of any class of the Fund offered for sale by you
shall be offered for sale at a price per share (the "offering
price") approximately equal to (a) their net asset value
(determined in the manner set forth in the Fund's charter
documents) plus (b) a sales charge, if any and except to
those persons set forth in the then-current prospectus, which
shall be the percentage of the offering price of such Shares as
set forth in the Fund's then-current prospectus. The offering
price, if not an exact multiple of one cent, shall be adjusted
to the nearest cent. In addition, Shares of any class of the
Fund offered for sale by you may be subject to a contingent
deferred sales charge as set forth in the Fund's then-current
prospectus. You shall be entitled to receive any sales charge
or contingent deferred sales charge in respect of the Shares.
Any payments to dealers shall be governed by a separate
agreement between you and such dealer and the Fund's
then-current prospectus.
3. Term
This agreement shall continue until the date (the
"Reapproval Date") set forth on Exhibit A hereto (and, if the
Fund has Series, a separate Reapproval Date shall be specified
on Exhibit A for each Series), and thereafter shall continue
automatically for successive annual periods ending on the day
(the "Reapproval Day") of each year set forth on Exhibit A
hereto, provided such continuance is specifically approved at
least annually by (i) the Fund's Board or (ii) vote of a
majority (as defined in the Investment Company Act of 1940) of
the Shares of the Fund or the relevant Series, as the
case may be, provided that in either event its continuance also
is approved by a majority of the Board members who are not
"interested persons" (as defined in said Act) of any party to
this agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval. This agreement is
terminable without penalty, on 60 days' notice, by vote
of holders of a majority of the Fund's or, as to any relevant
Series, such Series' outstanding voting securities or by the
Fund's Board as to the Fund or the relevant Series, as the case
may be. This agreement is terminable by you, upon 270 days'
notice, effective on or after the fifth anniversary of the
date hereof. This agreement also will terminate automatically,
as to the Fund or relevant Series, as the case may be, in the
event of its assignment (as defined in said Act).
4. Exclusivity
So long as you act as the distributor of Shares,
you shall not perform any services for any entity other than
investment companies advised or administered by The Dreyfus
Corporation. The Fund acknowledges that the persons employed by
you to assist in the performance of your duties under
this agreement may not devote their full time to such service
and nothing contained in this agreement shall be deemed to limit
or restrict your or any of your affiliates right to engage in
and devote time and attention to other businesses or to render
services of whatever kind or nature.
Please confirm that the foregoing is in
accordance with your understanding and indicate your acceptance
hereof by signing below, whereupon it shall become a binding
agreement between us.
Very truly yours,
PREMIER EQUITY FUNDS, INC.
By:
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
By:________________________
<PAGE>
EXHIBIT A
Name of Series Reapproval Date Reapproval Day
Premier Capital Growth Fund June 30, 1996 June 30th
Premier Emerging Markets Fund June 30, 1997 June 30th
Premier Growth and Income Fund June 30, 1997 June 30th
<PAGE>
Exhibit (9)(a)
PREMIER EQUITY FUNDS, INC.
SHAREHOLDER SERVICES PLAN
Introduction: It has been proposed that the
above-captioned investment company (the "Fund") adopt a
Shareholder Services Plan under which the Fund would pay the
Fund's distributor (the "Distributor") for providing services to
(a) shareholders of each series of the Fund or class
of Fund shares set forth on Exhibit A hereto, as such Exhibit
may be revised from time to time, or (b) if no series or classes
are set forth on such Exhibit, shareholders of the Fund. The
Distributor would be permitted to pay certain financial
institutions, securities dealers and other industry
professionals (collectively, "Service Agents") in respect of
these services. The Plan is not to be adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended (the
"Act"), and the fee under the Plan is intended to be a "service
fee" as defined in Article III, Section 26, of the NASD Rules of
Fair Practice.
The Fund's Board, in considering whether the
Fund should implement a written plan, has requested and
evaluated such information as it deemed necessary to an informed
determination as to whether a written plan should be implemented
and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use Fund assets
for such purposes.
In voting to approve the implementation of
such a plan, the Board has concluded, in the exercise of its
reasonable business judgment and in light of applicable
fiduciary duties, that there is a reasonable likelihood that the
plan set forth below will benefit the Fund and its shareholders.
The Plan: The material aspects of this Plan
are as follows:
2.0.1. The Fund shall pay to the
Distributor a fee at the annual rate set forth on Exhibit A in
respect of the provision of personal services to shareholders
and/or the maintenance of shareholder accounts. The Distributor
shall determine the amounts to be paid to Service Agents and the
basis on which such payments will be made. Payments to a
Service Agent are subject to compliance by the Service Agent
with the terms of any related Plan agreement between the Service
Agent and the Distributor.
2.0.2. For the purpose of determining the
fees payable under this Plan, the value of the net assets of the
Fund or the net assets attributable to each series or class of
Fund shares identified on Exhibit A, as applicable, shall be
computed in the manner specified in the Fund's charter documents
for the computation of net asset value.
2.0.3. The Board shall be provided, at
least quarterly, with a written report of all amounts expended
pursuant to this Plan. The report shall state the purpose for
which the amounts were expended.
2.0.4. This Plan will become effective
immediately upon approval by a majority of the Board members,
including a majority of the Board members who are not
"interested persons" (as defined in the Act) of the
Fund and have no direct or indirect financial interest in the
operation of this Plan or in any agreements entered into in
connection with this Plan, pursuant to a vote cast in person at
a meeting called for the purpose of voting on the approval of
this Plan.
2.0.5. This Plan shall continue for a
period of one year from its effective date, unless earlier
terminated in accordance with its terms, and thereafter shall
continue automatically for successive annual periods, provided
such continuance is approved at least annually in the
manner provided in paragraph 4 hereof.
2.0.6. This Plan may be amended at any
time by the Board, provided that any material amendments of the
terms of this Plan shall become effective only upon approval as
provided in paragraph 4 hereof.
2.0.7. This Plan is terminable without
penalty at any time by vote of a majority of the Board members
who are not "interested persons" (as defined in the Act) of the
Fund and have no direct or indirect financial interest in the
operation of this Plan or in any agreements entered
into in connection with this Plan.
Dated: September 11, 1995
Amended: December 11, 1995
<PAGE>
EXHIBIT A
Fee as a Percentage of
Name of Series or Class Average Daily Net Assets
Premier Capital Growth Fund
Class A .25 of 1%
Class B .25 of 1%
Class C .25 of 1%
Premier Emerging Markets Fund
Class A .25 of 1%
Class B .25 of 1%
Class C .25 of 1%
Premier Growth and Income Fund
Class A .25 of 1%
Class B .25 of 1%
Class C .25 of 1%
<PAGE>
Exhibit (11)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Transfer and Dividend Disbursing Agent, Custodian, Counsel
and Independent Auditors" and to the use of our report dated
November 7, 1995, in ths Registration Statement (Form N-1A 2-
30806) of Premier Capital Growth Fund, Inc.
In addition, we consent to the reference to our firm under the
caption "Condensed Financial Information" in the Prospectus of
Premier Capital Growth Fund, Inc., dated January 2, 1996, which
is incorporated by reference in this Registration Statement.
ERNST & YOUNG LLP
New York, New York
December 18, 1995
Exhibit (15)
PREMIER EQUITY FUNDS, INC.
DISTRIBUTION PLAN
Introduction: It has been proposed that the
above-captioned investment company (the "Fund") adopt a
Distribution Plan (the "Plan") in accordance with Rule 12b-1,
promulgated under the Investment Company Act of 1940, as
amended (the "Act"). The Plan would pertain to each class set
forth on Exhibit A hereto, as such Exhibit may be revised from
time to time (each, a "Class"). Under the Plan, the Fund would
pay the Fund's distributor (the "Distributor") for distributing
shares of each Class. If this proposal is to be implemented,
the Act and said Rule 12b-1 require that a written plan
describing all material aspects of the proposed financing be
adopted by the Fund.
The Fund's Board, in considering whether the Fund should
implement a written plan, has requested and evaluated such
information as it deemed necessary to an informed determination
as to whether a written plan should be implemented and has
considered such pertinent factors as it deemed necessary
to form the basis for a decision to use assets attributable to
each Class for such purposes.
In voting to approve the implementation of such a plan, the
Board members have concluded, in the exercise of their
reasonable business judgment and in light of their respective
fiduciary duties, that there is a reasonable likelihood that the
plan set forth below will benefit the Fund and shareholders of
each Class.
The Plan: The material aspects of this Plan are as
follows:
1. The Fund shall pay to the Distributor for
distribution a fee in respect of each Class at the annual rate
set forth on Exhibit A.
2. For the purposes of determining the fees payable
under this Plan, the value of the Fund's net assets attributable
to each Class shall be computed in the manner specified in the
Fund's charter documents as then in effect for the computation
of the value of the Fund's net assets attributable to such
Class.
3. The Fund's Board shall be provided, at least
quarterly, with a written report of all amounts expended
pursuant to this Plan. The report shall state the purpose for
which the amounts were expended.
4. As to each Class, this Plan will become effective
upon approval by (a) holders of a majority of the outstanding
shares of such Class, and (b) a majority of the Board members,
including a majority of the Board members who are not
"interested persons" (as defined in the Act) of the
Fund and have no direct or indirect financial interest in the
operation of this Plan or in any agreements entered into in
connection with this Plan, pursuant to a vote cast in person at
a meeting called for the purpose of voting on the approval of
this Plan.
5. This Plan shall continue for a period of one year
from its effective date, unless earlier terminated in accordance
with its terms, and thereafter shall continue automatically for
successive annual periods, provided such continuance is approved
at least annually in the manner provided in paragraph 4(b)
hereof.
6. As to each Class, this Plan may be amended at any
time by the Fund's Board, provided that (a) any amendment to
increase materially the costs which such Class may bear pursuant
to this Plan shall be effective only upon approval by a vote of
the holders of a majority of the outstanding shares of such
Class, and (b) any material amendments of the terms of this
Plan shall become effective only upon approval as provided in
paragraph 4(b) hereof.
7. As to each Class, this Plan is terminable without
penalty at any time by (a) vote of a majority of the Board
members who are not "interested persons" (as defined in the Act)
of the Fund and have no direct or indirect financial interest in
the operation of this Plan or in any agreements entered into in
connection with this Plan, or (b) vote of the holders of a
majority of the outstanding shares of such Class.
Dated: September 11, 1995
Amended: December 11, 1995
<PAGE>
EXHIBIT A
Fee as a Percentage of
Name of Class Average Daily Net Assets
Premier Capital Growth Fund
Class B .75 of 1%
Class C .75 of 1%
Premier Emerging Markets Fund
Class B .75 of 1%
Class C .75 of 1%
Premier Growth and Income Fund
Class B .75 of 1%
Class C .75 of 1%
<PAGE>
Exhibit (18)
Premier Equity Funds, Inc.
Rule 18f-3 Plan
Rule 18f-3 under the Investment Company Act of 1940,
as amended (the "1940 Act"), requires that the Board of an
investment company desiring to offer multiple classes pursuant
to said Rule adopt a plan setting forth the separate arrangement
and expense allocation of each class, and any related conversion
features or exchange privileges.
The Board, including a majority of the non-interested
Board members, of Premier Capital Growth Fund, Inc. (the "Fund")
which desires to offer multiple classes has determined that the
following plan is in the best interests of each class
individually and the Fund as a whole:
1. Class Designation: Fund shares shall be divided
into Class A, Class B, Class C and Class R.
2. Differences in Services: The services offered to
shareholders of each Class shall be substantially the same,
except that Right of Accumulation, Letter of Intent and
Reinvestment Privilege shall be available only to holders of
Class A shares.
3. Differences in Distribution Arrangements: Class
A shares shall be offered with a front-end sales charge, as such
term is defined in Article III, Section 26(b), of the Rules of
Fair Practice of the National Association of Securities Dealers,
Inc., and a deferred sales charge (a "CDSC"), as such term is
defined in said Section 26(b), may be assessed on certain
redemptions of Class A shares purchased without an initial sales
charge as part of an investment of $1 million or more. The
amount of the sales charge and the amount of and provisions
relating to the CDSC pertaining to the Class A shares are set
forth on Schedule A hereto.
Class B shares shall not be subject to a front-end
sales charge, but shall be subject to a CDSC and shall be
charged an annual distribution fee under a Distribution Plan
adopted pursuant to Rule 12b-1 under the 1940 Act. The amount
of and provisions relating to the CDSC, and the amount of the
fees under the Distribution Plan pertaining to the Class B
shares, are set forth on Schedule B hereto.
Class C shares shall not be subject to a front-end
sales charge, but shall be subject to a CDSC and shall be
charged an annual distribution fee under a Distribution Plan
adopted pursuant to Rule 12b-1 under the 1940 Act. The amount
of and provisions relating to the CDSC, and the amount of the
fees under the Distribution Plan pertaining to the Class C
shares, are set forth on Schedule C hereto.
Class R shares shall be offered at net asset value
only to institutional investors acting for themselves or in a
fiduciary, advisory, agency, custodial or similar capacity for
qualified or non-qualified employee benefit plans, including
pension, profit-sharing, SEP-IRAs and other deferred
compensation plans, whether established by corporations,
partnerships, non-profit entities or state and local
governments, but not including IRAs or IRA "Rollover Accounts."
Class A, Class B and Class C shares shall be subject
to an annual service fee at the rate of .25% of the value of the
average daily net assets of such Class pursuant to a Shareholder
Services Plan.
4. Expense Allocation. The following expenses
shall be allocated, to the extent practicable, on a Class-by-
Class basis: (a) fees under the Distribution Plan and
Shareholder Services Plan; (b) printing and postage expenses
related to preparing and distributing materials, such as
shareholder reports, prospectuses and proxies, to current
shareholders of a specific Class; (c) Securities and Exchange
Commission and Blue Sky registration fees incurred by a specific
Class; (d) the expense of administrative personnel and services
as required to support the shareholders of a specific Class; (e)
litigation or other legal expenses relating solely to a specific
Class; (f) transfer agent fees identified by the Fund's transfer
agent as being attributable to a specific Class; and (g) Board
members' fees incurred as a result of issues relating to a
specific Class.
5. Conversion Features. Class B shares shall
automatically convert to Class A shares after a specified period
of time after the date of purchase, based on the relative net
asset value of each such Class without the imposition of any
sales charge, fee or other charge, as set forth on Schedule D
hereto. No other Class shall be subject to any automatic
conversion feature.
6. Exchange Privileges. Shares of a Class shall be
exchangeable only for (a) shares of the same Class of other
investment companies managed or administered by The Dreyfus
Corporation and (b) shares of certain other investment companies
specified from time to time.
Dated: September 11, 1995
Amended: December 11, 1995
<PAGE>
SCHEDULE A
Front-End Sales Charge--Class A Shares--The public offering
price for Class A shares, except as set forth below, shall be
the net asset value per share of that Class plus a sales load as
shown below:
Total Sales Load
As a % of As a % of
offering net asset
price per value per
Amount of Transaction share
Less than $50,000. . . . . . 4.50 4.70
$50,000 to less than $100,000 4.00 4.20
$100,000 to less than $250,000 3.00 3.10
$250,000 to less than $500,000 2.50 2.60
$500,000 to less than $1,000,000 2.00 2.00
$1,000,000 or more -0- -0-
Contingent Deferred Sales Charge--Class A Shares--A CDSC of
1% shall be assessed at the time of redemption of Class A shares
purchased without an initial sales charge as part of an
investment of at least $1,000,000 and redeemed within two years
after purchase. The terms contained in Schedule C pertaining to
the CDSC assessed on redemptions of Class B shares (other than
the amount of the CDSC and its time periods), including the
provisions for waiving the CDSC, shall be applicable to the
Class A shares subject to a CDSC. Letter of Intent and Right of
Accumulation shall apply to such purchases of Class A shares.
Front-End Sales Charge--Class A Shares--Shareholders
Beneficially Owning Shares on or before December 31, 1995--For
shareholders who beneficially owned Premier Capital Growth Fund
shares held in a Fund account on December 31, 1995, the public
offering price for Class A shares of Premier Capital Growth Fund
shall be the net asset value per share of that Class plus
a sales load as shown below:
Total Sales Load
As a % of As a % of
offering net asset
price per value per
Amount of Transaction share
Less than $100,000 . . . . . 3.00 3.10
$100,000 to less than $250,000 2.75 2.80
$250,000 to less than $500,000 2.25 2.30
$500,000 to less than $1,000,000 2.00 2.00
$1,000,000 or more 1.00 1.00
<PAGE>
SCHEDULE B
Contingent Deferred Sales Charge--Class B Shares--A CDSC payable
to the Fund's Distributor shall be imposed on any redemption of
Class B shares which reduces the current net asset value of such
Class B shares to an amount which is lower than the dollar
amount of all payments by the redeeming shareholder for the
purchase of Class B shares of the Fund held by such shareholder
at the time of redemption. No CDSC shall be imposed to the
extent that the net asset value of the Class B shares redeemed
does not exceed (i) the current net asset value of Class B
shares acquired through reinvestment of dividends or capital
gain distributions, plus (ii) increases in the net asset value
of the shareholder's Class B shares above the dollar amount of
all payments for the purchase of Class B shares of the Fund held
by such shareholder at the time of redemption.
If the aggregate value of the Class B shares redeemed
has declined below their original cost as a result of the Fund's
performance, a CDSC may be applied to the then-current net asset
value rather than the purchase price.
In circumstances where the CDSC is imposed, the amount
of the charge shall depend on the number of years from the time
the shareholder purchased the Class B shares until the time of
redemption of such shares. Solely for purposes of determining
the number of years from the time of any payment for the
purchase of Class B shares, all payments during a month shall be
aggregated and deemed to have been made on the first day of the
month. The following table sets forth the rates of the CDSC:
CDSC as a % of
Year Since Amount Invested
Purchase Payment or Redemption
Was Made Proceeds
First. . . . . . . . . . . . 4.00
Second . . . . . . . . . . . 4.00
Third . . . . . . . . . . . 3.00
Fourth . . . . . . . . . . . 3.00
Fifth . . . . . . . . . . . 2.00
Sixth . . . . . . . . . . . 1.00
In determining whether a CDSC is applicable to a
redemption, the calculation shall be made in a manner that
results in the lowest possible rate. Therefore, it shall be
assumed that the redemption is made first of amounts
representing shares acquired pursuant to the reinvestment of
dividends and distributions; then of amounts representing the
increase in net asset value of Class B shares above the total
amount of payments for the purchase of Class B shares made
during the preceding six years; then of amounts representing the
cost of shares purchased six years prior to the redemption; and
finally, of amounts representing the cost of shares held for the
longest period of time within the applicable six-year period.
Waiver of CDSC--The CDSC shall be waived in connection with (a)
redemptions made within one year after the death or disability,
as defined in Section 72(m)(7) of the Internal Revenue Code of
1986, as amended (the "Code"), of the shareholder, (b)
redemptions by employees participating in qualified or 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 Fund's Distributor
exceeds one million dollars, (c) redemptions as a result of a
combination of any investment company with the Fund by merger,
acquisition of assets or otherwise, and (d) a distribution
following retirement under a tax-deferred retirement plan or
upon attaining age 70-1/2 in the case of an IRA or Keogh plan or
custodial account pursuant to Section 403(b) of the Code. Any
Fund shares subject to a CDSC which were purchased prior to the
termination of such waiver shall have the CDSC waived as
provided in the Fund's prospectus at the time of the purchase of
such shares.
Amount of Distribution Plan Fees--Class B Shares--.75 of 1% of
the value of the average daily net assets of Class B.
<PAGE>
SCHEDULE C
Contingent Deferred Sales Charge--Class C Shares--A CDSC of 1%
payable to the Fund's Distributor shall be imposed on any
redemption of Class C shares within one year of the date of
purchase. The basis for calculating the payment of any such
CDSC shall be the method used in calculating the CDSC for Class
B shares. In addition, the provisions for waiving the CDSC
shall be those set forth for Class B shares.
Amount of Distribution Plan Fees--Class C Shares--.75 of 1% of
the value of the average daily net assets of Class C.
<PAGE>
SCHEDULE D
Conversion of Class B Shares--Approximately six years after the
date of purchase, Class B shares automatically shall convert to
Class A shares, based on the relative net asset values for
shares of each such Class, and shall no longer be subject to the
distribution fee. At that time, Class B shares that have been
acquired through the reinvestment of dividends and distributions
("Dividend Shares") shall be converted in the proportion that a
shareholder's Class B shares (other than Dividend Shares)
converting to Class A shares bears to the total Class B shares
then held by the shareholder which were not acquired through the
reinvestment of dividends and distributions.
<TABLE> <S> <C>
<ARTICLE> 6
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 538476
<INVESTMENTS-AT-VALUE> 572539
<RECEIVABLES> 10334
<ASSETS-OTHER> 732
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 583605
<PAYABLE-FOR-SECURITIES> 9152
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2376
<TOTAL-LIABILITIES> 11528
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 490413
<SHARES-COMMON-STOCK> 35079
<SHARES-COMMON-PRIOR> 37161
<ACCUMULATED-NII-CURRENT> 1801
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 45976
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 33887
<NET-ASSETS> 572077
<DIVIDEND-INCOME> 8921
<INTEREST-INCOME> 12006
<OTHER-INCOME> 0
<EXPENSES-NET> 6348
<NET-INVESTMENT-INCOME> 14579
<REALIZED-GAINS-CURRENT> 39415
<APPREC-INCREASE-CURRENT> 6874
<NET-CHANGE-FROM-OPS> 60868
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (16112)
<DISTRIBUTIONS-OF-GAINS> (8422)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5219
<NUMBER-OF-SHARES-REDEEMED> (8827)
<SHARES-REINVESTED> 1526
<NET-CHANGE-IN-ASSETS> 1718
<ACCUMULATED-NII-PRIOR> 3334
<ACCUMULATED-GAINS-PRIOR> 14984
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4287
<INTEREST-EXPENSE> 451
<GROSS-EXPENSE> 6348
<AVERAGE-NET-ASSETS> 571649
<PER-SHARE-NAV-BEGIN> 15.35
<PER-SHARE-NII> .40
<PER-SHARE-GAIN-APPREC> 1.23
<PER-SHARE-DIVIDEND> (.44)
<PER-SHARE-DISTRIBUTIONS> (.23)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.31
<EXPENSE-RATIO> .011
<AVG-DEBT-OUTSTANDING> 4274
<AVG-DEBT-PER-SHARE> .12
</TABLE>
