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. 65 /X/
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and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
--
Amendment No. 65 /X/
--
(Check appropriate box or boxes)
DREYFUS PREMIER EQUITY FUNDS, INC.
(formerly, PREMIER EQUITY FUNDS, 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) 922-6130
Mark N. Jacobs, 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 LLP
180 Maiden Lane
New York, New York 10038-4982
It is proposed that this filing will become effective (check
appropriate box)
____ immediately upon filing pursuant to paragraph (b)
____ on (date) pursuant to paragraph (b)
X 60 days after filing pursuant to paragraph (a)(i)
____ on (date) pursuant to paragraph (a)(i)
____ 75 days after filing pursuant to paragraph (a)(ii)
____ on (date) pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
____ this post-effective amendment designates a new
effective date for a previously filed post-effective
amendment.
<PAGE>
DREYFUS PREMIER EQUITY FUNDS, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
FORM N-1A CAPTION PAGE
1 Cover Cover Page
2 Synopsis Cover Page
3 Condensed Financial Information 3
4 General Description of Registrant 6
5 Management of the Fund 11
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 41
7 Purchase of Securities Being Offered 14
8 Redemption or Repurchase 29
9 Pending Legal Proceedings *
Items in
Part B of
FORM N-1A
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-14
15 Control Persons and Principal Holders
of Securities B-19
16 Investment Advisory and Other Services B-19
17 Brokerage Allocation B-34
18 Capital Stock and Other Securities B-38
19 Purchase, Redemption and Pricing of
Securities Being Offered B-22,
B-25, B-31
20 Tax Status B-32
21 Underwriters *
22 Calculations of Performance Data B-36
23 Financial Statements B-39
Items in
Part C of
FORM N-1A
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under Common
Control with Registrant C-3
26 Number of Holders of Securities C-3
27 Indemnification C-4
28 Business and Other Connections of
Investment Adviser C-5
29 Principal Underwriters C-9
30 Location of Accounts and Records C-13
31 Management Services C-14
32 Undertakings C-14
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*Omitted since answer is negative or inapplicable.
<PAGE>
PROSPECTUS ___________, 1998
DREYFUS PREMIER EMERGING MARKETS FUND
Dreyfus Premier Emerging Markets Fund (the "Fund") is a separate
non-diversified portfolio of Dreyfus 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.
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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 _________, 1998, 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. The Securities and Exchange Commission
maintains a Web site (http://www.sec.gov) that contains the Statement of
Additional Information, material incorporated by reference, and other
information regarding the Fund. For a free copy of the Statement of Additional
Information, write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New
York 11556-0144, or call 1-800-554-4611. When telephoning, ask for Operator 144.
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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.
<PAGE>
<TABLE>
<CAPTION>
FEE TABLE
CLASS A CLASS B CLASS C CLASS R
SHAREHOLDER TRANSACTION EXPENSES
<S> <C> <C> <C> <C>
Maximum Sales Load Imposed on Purchases (as a 5.75% None None None
percentage of offering price)........................................
Maximum Deferred Sales Charge Imposed on None* 4.00% 1.00% None
Redemptions (as a percentage of the
amount subject to charge)............................................
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......................................................... 1.00% 1.00% 1.00% .75%
Total Fund Operating Expenses.......................................... 2.25% 3.00% 3.00% 2.00%
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........................................ $ 79 $70/$30** $40/$30** $20
3 YEARS....................................... $124 $93/$123** $93 $63
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* 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>
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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%.
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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 5.75% 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 A and 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.
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.
INVESTMENT APPROACH
The Fund's investment approach is growth-oriented in both market and
stock selection. To manage the Fund, The Dreyfus Corporation will combine a
top-down country allocation process with a bottom-up company and sector analysis
focusing on companies exhibiting growth and reasonable value. In the top-down
country allocation process, The Dreyfus Corporation will evaluate macroeconomic
and geopolitical trends to identity countries undergoing market-oriented
economic and political reform. The Dreyfus Corporation also will assess
sovereign and market specific risk. In the bottom-up company and sector process,
The Dreyfus Corporation will evaluate (i) growth factors, such as a company's
revenue prospects, operating cash flow, and ability to achieve consistent
earnings and higher operating margins, and (ii) valuation factors, such as a
company's price-to-earnings ratios, price-to-book value ratios, price-to-cash
flow ratios, dividend yield, enterprise value, and earnings before interest,
taxes, depreciation and amortization.
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 whose
principal activities are in countries having emerging markets. For purposes of
the Fund's operations, "emerging markets" will consist of all countries
represented by the Morgan Stanley Capital International Emerging Markets (Free)
Index ("MSCI Emerging Markets Index") and any other country determined by The
Dreyfus Corporation to have developing or emerging economies and markets. The
countries represented by the MSCI-Emerging Markets Index currently include
Argentina, Brazil, Chile, China, Colombia, the Czech Republic, Greece, Hungary,
India, Indonesia, Israel, Jordan, Korea, Malaysia, Mexico, Pakistan, Peru,
Philippines, Poland, Russia, Sri Lanka, South Africa, Taiwan, Thailand, Turkey
and Venezuela. 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, depositary receipts and warrants. 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."
The Fund also may invest in convertible securities and debt
securities, including those rated below investment grade, when management
believes that such securities offer opportunities for capital growth. Securities
rated below investment grade are considered to have predominantly speculative
characteristics with respect to capacity to pay interest and repay principal.
The Fund intends to invest less than 35% of its net assets in debt securities
rated lower than investment grade. See "Investment Considerations and
Risks--Fixed-Income Securities" below for a discussion of certain risks, and
"Appendix" in the Statement of Additional Information.
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
200%. A turnover rate of 100% is equivalent to the Fund buying and selling all
of the securities in its portfolio once in the course of a year. 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. The Fund may engage in various investment
techniques, such as foreign currency transactions, options and futures
transactions, lending portfolio securities, leveraging and short-selling. For a
discussion of the investment techniques and their related risks, see "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" 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 Fund may purchase securities of smaller capitalization companies,
the prices of which 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 more subject 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, seizure or
nationalization of foreign deposits or adoption of governmental restrictions
which might adversely affect or restrict the payment of principal and interest
on the foreign securities 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."
FIXED-INCOME SECURITIES--For the portion of the Fund's assets that may be
invested in fixed-income securities, investors should be aware that 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. Certain
securities that may be purchased by the Fund, such as those rated Baa or lower
by Moody's Investors Service, Inc. ("Moody's") and BBB or lower by Standard &
Poor's Ratings Group ("S&P"), Fitch IBCA, Inc. ("Fitch") and Duff & Phelps
Credit Rating Co. ("Duff"), may be subject to such risk with respect to the
issuing entity and to greater market fluctuations than certain lower yielding,
higher rated fixed-income securities. The Fund may invest up to 35% of its net
assets in higher yielding (and, therefore, higher risk) debt securities such as
those rated Ba by Moody's or BB by S&P, Fitch or Duff or as low as the lowest
rating assigned by Moody's, S&P, Fitch or Duff (commonly known as junk bonds).
The retail secondary market for these 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. Once the rating of a portfolio
security has been changed, the Fund will consider all circumstances deemed
relevant in determining whether to continue to hold the security. See
"Appendix--Certain Portfolio Securities--Ratings" below and "Appendix" in the
Statement of Additional Information.
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, 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 ___________, 1998, The Dreyfus Corporation managed or administered
approximately $__ billion in assets for approximately ____ 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 Daniel Beneat. He has held that position
since the Fund's commencement of operations and has been employed by The Dreyfus
Corporation since May 1996. From July 1993 to April 1996, Mr. Beneat was
employed by UBS Asset Management (NY), Inc., primarily as a Vice President and
portfolio manager. Prior thereto, he served as a Vice President of Alpha
Investment Management, 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 $299 billion in assets as of
September 30, 1997, including approximately $102 billion in proprietary mutual
fund assets. As of September 30, 1997, Mellon, through various subsidiaries,
provided non-investment services, such as custodial or administration services,
for more than $1.488 trillion in assets, including approximately $60 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. 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.
In allocating brokerage transactions, The Dreyfus Corporation seeks to
obtain the best execution of orders at the most favorable net price. Subject to
this determination, The Dreyfus Corporation may consider, among other things,
the receipt of research services and/or the sale of shares of the Fund or other
funds managed, advised or administered by The Dreyfus Corporation as factors in
the selection of broker-dealers to execute portfolio transactions for the Fund.
See "Portfolio Transactions" in the Statement of Additional Information.
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 60 State Street, Boston, Massachusetts 02109. The
Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN--Dreyfus Transfer, Inc., a
wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671, Providence,
Rhode Island 02940-9671, 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. See "Appendix--Additional Information About
Purchases, Exchanges and Redemptions."
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. 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 is $750 for
Dreyfus-sponsored Keogh Plans, IRAs (including regular IRAs, spousal IRAs for a
non-working spouse, Roth IRAs, SEP-IRAs and rollover IRAs) and 403(b)(7) Plans
with only one participant and $500 for Dreyfus-sponsored Education IRAs, with no
minimum for subsequent purchases. 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 "The
Dreyfus Family of Funds" or, if for Dreyfus retirement plan accounts, to "The
Dreyfus Trust Company, Custodian." Payments which are mailed should be sent to
Dreyfus Premier Emerging Markets Fund, P.O. Box 6587, Providence, Rhode Island
02940-6587. If you are opening a new account, please enclose 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. 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 Fund's DDA #
89001_____, Dreyfus Premier Emerging Markets Fund, for purchase of Fund shares
in your name. The wire must include your Fund account number (for new accounts,
your Taxpayer Identification Number ("TIN") should be included instead), account
registration and dealer number, if applicable, and must indicate the Class of
shares being purchased. If your initial purchase of Fund shares is by wire,
please call 1-800-554-4611 after completing your wire payment to obtain your
Fund account number. Please include your Fund account number on the Account
Application and promptly mail the Account Application to the Fund, as no
redemptions will be permitted until the Account Application is received. You may
obtain further information about remitting funds in this manner from your bank.
All payments should be made in U.S. dollars and, to avoid fees and delays,
should be drawn only on U.S. banks. A charge will be imposed if any check used
for investment in your account does not clear. The Fund makes available to
certain large institutions the ability to issue purchase instructions through
compatible computer facilities.
Fund shares also may be purchased through Dreyfus-AUTOMATIC Asset
Builder(R), the Government Direct Deposit Privilege and the Payroll Savings Plan
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
entity authorized to receive orders on behalf of the Fund 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"). 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:
TOTAL SALES LOAD
<TABLE>
<CAPTION>
As a % of As a % of Dealers'
offering net asset Reallowance as
price value a % of
AMOUNT OF TRANSACTION PER SHARE PER SHARE OFFERING PRICE
<S> <C> <C> <C>
Less than $50,000........................ 5.75 6.10 5.00
$50,000 to less than
$100,000................................. 4.50 4.70 3.75
$100,000 to less than
$250,000................................. 3.50 3.60 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 one year after purchase. The Distributor
may pay Service Agents an amount up to 1% of the net asset value of Class A
shares purchased by their clients that are subject to a CDSC. 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 are 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
Premier Family of Funds or 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 Dreyfus 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.
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 Dreyfus 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 4.5% 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 calling 1-800-554-4611, 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 1-800-554-4611 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 1-800-554-4611. 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, by a separate signed
Shareholder Services Form, available by calling 1-800-554-4611, or by oral
request from any of the authorized signatories on the account by calling
1-800-554-4611. If you have established the Telephone Exchange Privilege, you
may telephone exchange instructions (including over The Dreyfus Touch(R)
automated telephone system) by calling 1-800-554-4611. 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. 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 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 administrative 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. See
"Appendix--Additional Information About Purchases, Exchanges and Redemptions."
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 Dreyfus Premier Family
of Funds or certain other funds in the Dreyfus Family of Funds of which you are
a shareholder. 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 Dreyfus Premier
Emerging Markets Fund, P.O. Box 6587, Providence, Rhode Island 02940-6587. The
Fund may charge a service fee for the use of this Privilege. No such fee
currently is contemplated. For more information concerning this Privilege and
the funds in the Dreyfus 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 1-800-554-4611. See "Dividends,
Distributions and Taxes."
DREYFUS-AUTOMATIC ASSET BUILDER(R)
Dreyfus-AUTOMATIC Asset Builder permits you to purchase Fund shares
(minimum of $100 and maximum of $150,000 per transaction) at regular intervals
selected by you. Fund shares are purchased by transferring funds from the bank
account designated by you. At your option, the bank account designated by you
will be debited in the specified amount, and Fund shares will be purchased, once
a month, on either the first or fifteenth day, or twice a month, on both days.
Only an account maintained at a domestic financial institution which is an
Automated Clearing House member may be so designated. To establish a
Dreyfus-AUTOMATIC Asset Builder account, you must file an authorization form
with the Transfer Agent. You may obtain the necessary authorization form by
calling 1-800-554-4611. You may cancel your participation in this Privilege or
change the amount of purchase at any time by mailing written notification to
Dreyfus Premier Emerging Markets Fund, P.O. Box 6587, Providence, Rhode Island
02940-6587, 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 certain veterans', military or other
payments from the Federal government automatically deposited into your Fund
account. You may deposit as much of such payments as you elect. To enroll in
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
1-800-554-4611. 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.
PAYROLL SAVINGS PLAN
Payroll Savings Plan permits you to purchase Fund shares (minimum of
$100 per transaction) automatically on a regular basis. Depending upon your
employer's direct deposit program, you may have part or all of your paycheck
transferred to your existing Dreyfus account electronically through the
Automated Clearing House system at each pay period. To establish a Payroll
Savings Plan account, you must file an authorization form with your employer's
payroll department. Your employer must complete the reverse side of the form and
return it to Dreyfus Premier Emerging Markets Fund, P.O. Box 6587, Providence,
Rhode Island 02940-6587. You may obtain the necessary authorization form by
calling 1-800-554-4611. You may change the amount of purchase or cancel the
authorization only by written notification to your employer. It is the sole
responsibility of your employer, not the Distributor, The Dreyfus Corporation,
the Fund, the Transfer Agent or any other person, to arrange for transactions
under the Payroll Savings Plan. The Fund may modify or terminate this Privilege
at any time or charge a service fee. No such fee currently is contemplated.
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 Dreyfus 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 1-800-554-4611. You may cancel
these privileges by mailing written notification to Dreyfus Premier Emerging
Markets Fund, P.O. Box 6587, Providence, Rhode Island 02940-6587. 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 Automatic
Withdrawal Plan may be established by filing an Automatic Withdrawal Plan
Application with the Transfer Agent or by oral request from any of the
authorized signatories on the account by calling 1-800-554-4611. 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.
No CDSC with respect to Class B shares will be imposed on withdrawals
made under the Automatic Withdrawal Plan, provided that the amounts withdrawn
under the plan do not exceed on an annual basis 12% of the account value at the
time the shareholder elects to participate in the Automatic Withdrawal Plan.
Withdrawals with respect to Class B shares under the Automatic Withdrawal Plan
that exceed on an annual basis 12% of the value of the shareholders account will
be subject to a CDSC on the amounts exceeding 12% of the initial account value.
Withdrawals of Class A shares subject to a CDSC and Class C shares under 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 (including regular IRAs, spousal IRAs for a
non-working spouse, Roth IRAs, SEP-IRAs, rollover IRAs and Education IRAs),
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 1-800-554-4611; or 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
1-800-554-4611, 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 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 by the Transfer Agent or other entity
authorized to receive orders on behalf of the Fund, the Fund will redeem the
shares at the next determined net asset value as described below. See
"Appendix--Additional Information About Purchases, Exchanges and Redemptions."
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 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, certain 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 DREYFUS-AUTOMATIC ASSET BUILDER(R) 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 DREYFUS-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 DREYFUS-AUTOMATIC ASSET BUILDER
ORDER AGAINST WHICH SUCH REDEMPTION IS REQUESTED. THESE PROCEDURES WILL NOT
APPLY IF YOUR SHARES WERE PURCHASED BY WIRE PAYMENT, OR IF YOU OTHERWISE HAVE A
SUFFICIENT COLLECTED BALANCE IN YOUR ACCOUNT TO COVER THE REDEMPTION REQUEST.
PRIOR TO THE TIME ANY REDEMPTION IS EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL
ACCRUE AND BE PAYABLE, AND YOU WILL BE ENTITLED TO EXERCISE ALL OTHER RIGHTS OF
BENEFICIAL OWNERSHIP. Fund shares will not be redeemed until the Transfer Agent
has received your Account Application.
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 per 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, (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, and (e) redemptions pursuant to the Automatic Withdrawal Plan, as
described in the Fund's Prospectus. 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 through the Telephone Redemption Privilege which
is granted automatically unless you specifically refuse it by checking the
applicable "No" box on the Account Application. The Telephone Redemption
Privilege may be established for an existing account by a separate signed
Shareholder Services Form or by oral request from any of the authorized
signatories on the account by calling 1-800-554-4611. You also may redeem
shares through the Wire Redemption Privilege or the TELETRANSFER Privilege, 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. If you are a client of a Selected Dealer, you may redeem shares
through the Selected Dealer. 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. Shares held under Keogh Plans, IRAs or other retirement plans, and
shares for which certificates have been issued, are not eligible for the Wire
Redemption, the Telephone Redemption or the TELETRANSFER Privilege.
The Telephone Redemption Privilege or Telephone Exchange Privilege
authorizes the Transfer Agent to act on telephone instructions (including over
The Dreyfus Touch(R) automated telephone system) 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
procedures may result in your redemption request being processed at a later time
than it would have been if telephone redemption had been used. During the delay,
the Fund's net asset value may fluctuate.
REGULAR REDEMPTION--Under the regular redemption procedure, you may redeem
shares by written request mailed to Dreyfus Premier Emerging Markets Fund, P.O.
Box 6587, Providence, Rhode Island 02940-6587, or, if for Dreyfus retirement
plan accounts, to The Dreyfus Trust Company, Custodian, P.O. Box 6427,
Providence, Rhode Island 02940-6427. 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, telephone or letter 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. 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 1-800-554-4611 or, if you are
calling from overseas, call 516-794-5452. The Statement of Additional
Information sets forth instructions for transmitting redemption requests by
wire.
TELEPHONE REDEMPTION PRIVILEGE--You may request by telephone that redemption
proceeds (maximum $150,000 per day) be paid by check and mailed to your address.
You may telephone redemption instructions by calling 1-800-554-4611 or, if you
are calling from overseas, call 516-794-5452. The Telephone Redemption Privilege
is granted automatically unless you refuse it.
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. 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 calling 1-800-554-4611 or, if you are
calling from overseas, call 516-794-5452.
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 or Class B shares you have redeemed, within 45 days
of redemption, at the then-prevailing net asset value without a sales load, or
reinstate your account for the purpose of exercising Fund Exchanges. Upon
reinstatement, with respect to Class B shares, or Class A shares if such shares
were subject to a CDSC, the shareholder's account will be credited with an
amount equal to the CDSC previously paid upon redemption of the Class A or Class
B shares reinvested. 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 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. If you elect to receive dividends and distributions in cash, and your
dividend or distribution check is returned to the Fund as undeliverable or
remains uncashed for six months, the Fund reserves the right to reinvest such
dividend or distribution and all future dividends and distributions payable to
you in additional Fund shares at net asset value. No interest will accrue on
amounts represented by uncashed distribution or redemption checks. 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 Class 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, certain 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 certain 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 an individual generally will be taxed on his or
her net capital gain at a maximum rate of 28% with respect to capital gain from
securities held for more than one year but not more than 18 months and at a
maximum rate of 20% with respect to capital gain from securities held for more
than 18 months. 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, IRS individual taxpayer
identification number, or employer identification number of the record owner of
the account. Any tax withheld as a result of backup withholding does not
constitute an additional tax imposed on the record owner of the account, and may
be claimed as a credit on the record owner's Federal income tax return.
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
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 applicable
sales charge, 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 MSCI Emerging
Markets Index, Lipper Analytical Services, Inc., International Finance
Corporation Index, 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 March 31, 1997,
the Company's name was Premier Equity Funds, Inc., before January 2, 1996, the
Company's name was Premier Capital Growth Fund, Inc. and, before February 1993,
its name 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 will be entitled to vote on
matters submitted to shareholders pertaining to the 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, 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.
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 if it expects a decrease in the value of the currency in
which the foreign security is denominated; or to gain exposure to the foreign
currency in an attempt to realize gains.
Foreign currency transactions may involve, for example, the Fund's
purchase of foreign currencies for U.S. dollars or the maintenance of short
positions in foreign currencies, which would involve the Fund agreeing to
exchange an amount of a currency it did not currently own for another currency
at a future date in anticipation of a decline in the value of the currency sold
relative to the currency the Fund contracted to receive in the exchange. The
Fund's success in these transactions will depend principally on The Dreyfus
Corporation's ability to predict accurately the future exchange rates between
foreign currencies and the U.S. dollar.
LEVERAGE--Leveraging exaggerates the effect on net asset value of any
increase or decrease in the market value of the Fund's portfolio. Money borrowed
for leveraging is limited to 33-1/3% of the value of the Fund's total assets.
These borrowings would 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, which would result in a loss or gain, respectively. The Fund
also may make short sales "against the box," in which the Fund enters into a
short sale of a security it owns. 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.
USE OF DERIVATIVES--The Fund may invest in, or enter into, the types OF
Derivatives enumerated under "Description of the Fund--Investment
Considerations and Risks--Use of Derivatives." These instruments and certain
related risks are described more specifically under "Investment Objectives and
Management Policies--Management Policies--Derivatives" in the Statement of
Additional Information.
Derivatives can be volatile and involve various types and degrees of
risk, depending upon the characteristics of the particular Derivative and the
portfolio as a whole. Derivatives permit the Fund to increase or decrease the
level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as the Fund can increase or decrease the level of
risk, or change the character of the risk, of its portfolio by making
investments in specific securities.
Derivatives may 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 inopportune 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 was 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.
Although the Fund will not be a commodity pool, certain Derivatives
subject the Fund to the rules of the Commodity Futures Trading Commission which
limit the extent to which the Fund can invest in such 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, exceeds 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 purchase call and put options and write (i.e., sell)
covered call and put option contracts. When required by the Securities and
Exchange Commission, the Fund will set aside permissible liquid assets in a
segregated account to cover its obligations relating to its transactions in
Derivatives. To maintain this required cover, the Fund may have to sell
portfolio securities at disadvantageous prices or times since it may not be
possible to liquidate a Derivative position at a reasonable price.
LENDING PORTFOLIO SECURITIES--The Fund may lend securities from its portfolio to
brokers, dealers and other financial institutions needing to borrow securities
to complete certain transactions. The Fund continues to be entitled to payments
in amounts equal to the interest, dividends or other distributions payable on
the loaned securities which affords the Fund an opportunity to earn interest on
the amount of the loan and on the loaned securities' collateral. Loans of
portfolio securities may not exceed 33-1/3% of the value of the Fund's total
assets, and the Fund will receive collateral consisting of cash, U.S. Government
securities or irrevocable letters of credit which will be maintained at all
times in an amount equal to at least 100% of the current market value of the
loaned securities. Such loans are terminable by the Fund at any time upon
specified notice. The Fund might experience risk of loss if the institution with
which it has engaged in a portfolio loan transaction breaches its agreement with
the Fund.
FORWARD COMMITMENTS--The Fund may purchase securities on a forward
commitment or when-issued basis, which means delivery and payment take place a
number of days after the date of the commitment to purchase. The payment
obligation and the interest rate receivable on a forward commitment or
when-issued security are fixed when the Fund enters into the commitment, but the
Fund does not make payment until it receives delivery from the counterparty. The
Fund will commit 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. The Fund will set aside in a
segregated account permissible liquid assets at least equal at all times to the
amount of the commitments.
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 total
assets with respect to any one investment company and (iii) 10% of the Fund's
total 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.
DEPOSITARY RECEIPTS--The Fund may invest in the securities of foreign issuers in
the form of American Depositary Receipts ("ADRs"), European Depositary Receipts
("EDRs"), Global Depositary Receipts ("GDRs") and other forms of depositary
receipts. 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"), and GDRs
are receipts issued in Europe or outside the United States, respectively,
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, CDRs and GDRs
in bearer form are designed for use outside the United States.
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.
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. See "Description of the Fund--Investment Considerations and Risks--
Foreign Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period of
time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven days)
at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments reflect
the obligation both of the bank and the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER. Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs. The commercial paper
purchased by the Fund will consist only of direct obligations which, at the time
of their purchase, are (a) rated not lower than Prime-1 by Moody's, A-1 by S&P,
F-1 by Fitch or Duff-1 by Duff, (b) issued by companies having an outstanding
unsecured debt issue currently rated at least A3 by Moody's or A- by S&P, Fitch
or Duff, or (c) if unrated, determined by The Dreyfus 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 C by Moody's are regarded as having extremely poor prospects of
ever attaining any real investment standing. Securities rated D by S&P or Fitch
or DD by Duff are in default, and payment of interest and/or repayment of
principal is in arrears. 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 and 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 objectives
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.
ADDITIONAL INFORMATION ABOUT PURCHASES, EXCHANGES AND REDEMPTIONS--The
Fund is intended to be a long-term investment vehicle and is not designed to
provide investors with a means of speculation on short-term market movements. A
pattern of frequent purchases and exchanges can be disruptive to efficient
portfolio management and, consequently, can be detrimental to the Fund's
performance and its shareholders. Accordingly, if the Fund's management
determines that an investor is engaged in excessive trading, the Fund, with or
without prior notice, may temporarily or permanently terminate the availability
of Fund Exchanges, or reject in whole or part any purchase or exchange request,
with respect to such investor's account. Such investors also may be barred from
purchasing other funds in the Dreyfus Family of Funds. Generally, an investor
who makes more than four exchanges out of the Fund during any calendar year or
who makes exchanges that appear to coincide with an active market-timing
strategy may be deemed to be engaged in excessive trading. Accounts under common
ownership or control will be considered as one account for purposes of
determining a pattern of excessive trading. In addition, the Fund may refuse to
restrict purchase or exchange requests by any person or group if, in the
judgment of the Fund's management, the Fund would be unable to invest the money
effectively in accordance with its investment objective and policies or could
otherwise be adversely affected or if the Fund receives or anticipates receiving
simultaneous orders that may significantly affect the Fund (e.g., amounts equal
to 1% or more of the Fund's total assets). If an exchange request is refused,
the Fund will take no other action with respect to the shares until it receives
further instructions from the investor. The Fund may delay forwarding redemption
proceeds for up to seven days if the investor redeeming shares is engaged in
excessive trading or if the amount of the redemption request otherwise would be
disruptive to efficient portfolio management or would adversely affect the Fund.
The Fund's policy on excessive trading applies to investors who invest in the
Fund directly or through financial intermediaries, but does not apply to the
Auto-Exchange Privilege, to any automatic investment or withdrawal privilege
described herein, or to participants in employer-sponsored retirement plans.
During times of drastic economic or market conditions, the Fund may
suspend Fund Exchanges temporarily without notice and treat exchange requests
based on their separate components--redemption orders with a simultaneous
request to purchase the other fund's shares. In such a case, the redemption
request would be processed at the Fund's next determined net asset value but the
purchase order would be effective only at the net asset value next determined
after the fund being purchased receives the proceeds of the redemption, which
may result in the purchase being delayed.
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>
DREYFUS PREMIER EQUITY FUNDS, INC.
DREYFUS PREMIER AGGRESSIVE GROWTH FUND
DREYFUS PREMIER GROWTH AND INCOME FUND
DREYFUS PREMIER EMERGING MARKETS FUND
CLASS A, CLASS B, CLASS C AND CLASS R
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
_____________, 1998
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of
Dreyfus Premier Aggressive Growth Fund and Dreyfus Premier Growth and Income
Fund, each dated February 1, 1998, and of Dreyfus Premier Emerging Markets Fund,
dated ___________, 1998 (each, a "Fund" and collectively, the "Funds") of
Dreyfus Premier Equity Funds, Inc. (the "Company"), 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-14
Management Agreement............................................ B-19
Purchase of Shares.............................................. B-21
Distribution Plan and Shareholder Services Plan................. B-22
Redemption of Shares............................................ B-24
Shareholder Services............................................ B-26
Determination of Net Asset Value................................ B-29
Dividends, Distributions and Taxes.............................. B-30
Portfolio Transactions.......................................... B-33
Performance Information......................................... B-34
Information About the Funds..................................... B-36
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors...............................B-36
Financial Statements and Reports of Independent Auditors.........B-37
Appendix.........................................................B-38
<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
DEPOSITARY RECEIPTS. (All Funds) These securities may be purchased
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 Fund's 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 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, the
market value of convertible securities tends to decline as interest rates
increase and, conversely, tends to increase as interest rates decline. In
addition, because of the conversion feature, the market value of convertible
securities tends to vary with fluctuations in the market value of the underlying
common stock. A unique feature of convertible securities is that as the market
price of the underlying common stock declines, convertible securities tend to
trade increasingly on a yield basis, and so may not experience market value
declines to the same extent as the underlying common stock. When the market
price of the underlying common stock increases, the prices of the convertible
securities tend to rise as a reflection of the value of the underlying common
stock. While no securities investments are without risk, investments in
convertible securities generally entail less risk than investments in common
stock of the same issuer.
Convertible securities are investments that provide for a stable
stream of income with generally higher yields than common stocks. There can be
no assurance of current income because the issuers of the convertible securities
may default on their obligations. A convertible security, in addition to
providing fixed income, offers the potential for capital appreciation through
the conversion feature, which enables the holder to benefit from increases in
the market price of the underlying common stock. There can be no assurance of
capital appreciation, however, because securities prices fluctuate. Convertible
securities, however, generally offer lower interest or dividend yields than
non-convertible securities of similar quality because of the potential for
capital appreciation.
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 total
assets with respect to any one investment company and (iii) 10% of the Fund's
total 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
set aside in a segregated account permissible liquid assets 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. The
price at such time may be more or less than the price at which the security was
sold by the Fund, which would result in a loss or gain, respectively. A Fund
also may make short sales "against the box," in which the Fund enters into a
short sale of a security it owns. 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.
Until a Fund closes its short position or replaces the borrowed
security, it will: (a) maintain a segregated account, containing permissible
liquid assets, at such a level that the amount deposited in the account plus the
amount deposited with the broker as collateral always equals the current value
of the security sold short; or (b) otherwise cover its short position.
LENDING PORTFOLIO SECURITIES. (Dreyfus Premier Aggressive Growth Fund
and Dreyfus Premier Emerging Markets Fund) In connection with its securities
lending transactions, each of these Funds 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) Each Fund may invest in, or enter into,
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 or decrease the
level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as the Fund can increase or decrease the level of
risk, or change the character of the risk, of its portfolio by making
investments in specific securities.
Derivatives may 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 inopportune 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.
Derivatives may be purchased on established exchanges or through
privately negotiated transactions referred to as over-the-counter Derivatives.
Exchange-traded Derivatives generally are guaranteed by the clearing agency
which is the issuer or counterparty to such Derivatives. This guarantee usually
is supported by a daily payment system (i.e., variation margin requirements)
operated by the clearing agency in order to reduce overall credit risk. As a
result, unless the clearing agency defaults, there is relatively little
counterparty credit risk associated with Derivatives purchased on an exchange.
By contrast, no clearing agency guarantees over-the-counter Derivatives.
Therefore, each party to an over-the-counter Derivative bears the risk that the
counterparty will default. Accordingly, the Manager will consider the
creditworthiness of counterparties to over-the-counter Derivatives in the same
manner as it would review the credit quality of a security to be purchased by 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) Each 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 Manager's
ability 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 permissible liquid
assets 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 the Fund's ability otherwise to invest those
assets.
SPECIFIC FUTURES TRANSACTIONS. Each 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.
Each 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.
Dreyfus 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) Each 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 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, a 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. Each 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.
Each 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.
Each Fund may purchase cash-settled options on equity index swaps in
pursuit of its investment objective. Equity index swaps involve the exchange by
a 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,
the stock market generally, foreign currencies or interest rates. To the extent
such predictions are incorrect, a Fund may incur losses.
FUTURE DEVELOPMENTS. (All Funds) 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) Each 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 receivable on a forward commitment or
when-issued security are fixed when the Fund enters into the commitment but the
Fund does not make a payment until it receives delivery from the counterparty. A
Fund will commit 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. The Fund will set aside in a
segregated account permissible liquid assets at least equal at all times to the
amount of the commitments.
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. (Dreyfus Premier Growth and Income Fund and
Dreyfus Premier Emerging Markets Fund) Each of these Funds is permitted to
invest in debt securities (convertible debt securities with respect to Dreyfus
Premier Growth and Income Fund) rated Ba by Moody's Investors Service, Inc.
("Moody's") and BB by Standard & Poor's Ratings Group ("S&P"), Fitch IBCA, Inc.
("Fitch") and Duff & Phelps Credit Rating Co. ("Duff," and with the other rating
agencies, the "Rating Agencies") and as low as Caa by Moody's or CCC by S&P,
Fitch or Duff with respect to Dreyfus Premier Growth and Income Fund, and as low
as the lowest rating assigned by the Rating Agencies with respect to Dreyfus
Premier Emerging Markets Fund. Such securities, though higher yielding, are
characterized by risk. See "Description of the Fund--Investment Considerations
and Risks" in the relevant Fund's Prospectus 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. These Funds 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
DREYFUS PREMIER GROWTH AND INCOME FUND AND DREYFUS PREMIER EMERGING
MARKETS FUND. Each of these Funds has adopted investment restrictions numbered 1
through 8 as fundamental policies, which cannot be changed 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 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.
* * *
DREYFUS PREMIER AGGRESSIVE 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. Dreyfus Premier Aggressive Growth
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.
* * *
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
Board members and officers of the Company, together with information
as to their principal business occupations during at least the last five years,
are shown below.
BOARD MEMBERS 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. He is also a
director of The Muscular Dystrophy Association, The Noel Group, Inc., a
venture capital company, Staffing Resources, Inc., a temporary
placement agency, HealthPlan Services Corporation, a provider of
marketing, administrative and risk management services to health and
other benefit programs, Carlyle Industries, Inc. (formerly, Belding
Heminway Company, Inc.), a button packager and distributor, and Century
Business Services, Inc., a provider of various outsourcing functions
for small and medium sized companies. For more than five years prior to
January 1995, 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 54 years old and his address is 200 Park Avenue, New
York, New
York 10166.
DAVID P. FELDMAN, BOARD MEMBER. Trustee of Corporate Property Investors, a
real estate investment company, and a director of several mutual funds
in the 59 Wall Street Mutual Funds Group, and of Jeffrey Company, a
private investment company. He was employed by AT&T from July 1961 to
his retirement in April 1997, most recently serving as Chairman and
Chief Executive Officer of AT&T Investment Management Corporation. He
is 58 years old and his address is c/o AT&T, One Oak Way, Berkeley
Heights, New Jersey 07922.
JOHN M. FRASER, JR., BOARD MEMBER. 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 Board Member of the Swedish-American Line for the United
States and Canada. He is 76 years old and his address is 133 East 64th
Street, New York, New York 10021.
ROBERT R. GLAUBER, BOARD MEMBER. Research Fellow, Center for Business and
Government at the John F. Kennedy School of Government, Harvard
University, since January 1992. 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 also a director of Mid Ocean Reinsurance Co.
Ltd. and Cooke & Bieler, Inc., investment counselors, NASD Regulation,
Inc. and the Federal Reserve Bank of Boston. He is 58 years old and
his address is 79 John F. Kennedy Street, Cambridge, Massachusetts
02138.
JAMES F. HENRY, BOARD MEMBER. 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. He is 67 years old
and his address is c/o CPR Institute for Dispute Resolution, 366
Madison Avenue, New York, New York 10017.
ROSALIND GERSTEN JACOBS, BOARD MEMBER. 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. She is 72 years old and her address is c/o Corporate Property
Investors, 305 East 47th Street, New York, New York 10017.
IRVING KRISTOL, BOARD MEMBER. 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; from September 1969 to August 1979, he was Henry R.
Luce Professor of Urban Values at New York University; from 1975 to
1990, he was a director of Lincoln National Corporation, an insurance
company; and from 1977 to 1990, he was director of Warner-Lambert
Company, a pharmaceutical and consumer products company. He is 78 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, BOARD MEMBER. 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
was a director of Pfizer, Inc., a pharmaceutical company, from 1978 to
1996, Life Technologies, Inc., a life science company producing
products for cell and molecular biology and microbiology from 1986 to
1996. He is a director of Tularik, Inc., a biotechnology company, and
a general partner of LINC Venture Lease Partners II, L.P., a limited
partnership engaged in leasing. He is 71 years old and his address is
c/o Memorial Sloan-Kettering Cancer Center, 1275 York Avenue, New York,
New York 10021.
DR. MARTIN PERETZ, BOARD MEMBER. 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 the
Academy for Liberal Education, an accrediting agency for colleges and
universities certified by the U.S. Department of Education; and a
director of LeukoSite Inc., a biopharmaceutical company. Dr. Peretz is
also a Co-Chairman of The Street.com, a financial daily on the Web.
From 1988 to 1989, he was a director of Bank Leumi Trust Company of New
York, and from 1988 to 1991, he was a director of Carmel Container
Corporation. He is 58 years old and his address is c/o THE NEW
REPUBLIC, 1220 19th Street, N.W., Washington, D.C. 20036.
BERT W. WASSERMAN, BOARD MEMBER. 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 director of
The New Germany Fund, Mountasia Entertainment International, Inc., the
Lillian Vernon Corporation, Winstar Communications, Inc. and
International Discount Telecommunications, Corp. He is 65 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,
1997, 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, 1996,
were as follows:
Total
Compensation
Aggregate From Company and
Name of Board Member Compensation From Fund Complex Paid
Company* to Board Member
Joseph S. DiMartino $10,625 $517,075 (94)
David P. Feldman $8,500 $122,259 (28)
John M. Fraser, Jr. $8,000 $73,563 (12)
Robert R. Glauber $8,500 $103,549 (21)
James F. Henry $8,500 $59,973 (10)
Rosalind Gersten Jacobs $8,500 $93,900 (20)
Irving Kristol $8,500 $59,973 (10)
Dr. Paul A. Marks $7,500 $55,223 (10)
Dr. Martin Peretz $8,500 $59,973 (10)
Bert W. Wasserman $8,000 $59,973 (10)
- -----------------
* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $1,639 for all Board members as a group.
OFFICERS OF THE COMPANY
MARIE E. CONNOLLY, PRESIDENT AND TREASURER. President, Chief Executive
Officer, Chief Compliance Officer and a director of the Distributor and
Funds Distributor, Inc., the ultimate parent of which is Boston
Institutional Group, Inc., and an officer of other investment companies
advised or administered by the Manager. She is 40 years old.
DOUGLAS C. CONROY, VICE PRESIDENT AND ASSISTANT SECRETARY. Assistant Vice
President of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From April
1993 to January 1995, he was a Senior Fund Accountant for Investors
Bank & Trust Company. From December 1991 to March 1993, he was employed
as a Fund Accountant at The Boston Company, Inc.
He is 27 years old.
RICHARD INGRAM, VICE PRESIDENT AND ASSISTANT TREASURER. Executive Vice
President and of the Distributor and Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From March 1994 to November 1995, he was Vice President and
Division Manager for First Data Investor Services Group. From 1989 to
1994, he was Vice President, Assistant Treasurer and Tax Director -
Mutual Funds of The Boston Company, Inc. He is 41 years old.
MARY A. NELSON, VICE PRESIDENT AND ASSISTANT TREASURER. Vice President of the
Distributor and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
September 1989 to July 1994, she was an Assistant Vice President and
Client Manager for The Boston Company, Inc. She is 32 years old.
MICHAEL S. PETRUCELLI, VICE PRESIDENT AND ASSISTANT TREASURER. Senior Vice
President of Funds Distributor Inc., and an officer of other investment
companies advised or administered by the Manager. From December 1989
through November 1996, he was employed by GE Investments where he held
various financial, business development and compliance positions. He
also served as Treasurer of the GE Funds and as a Director of GE
Investment Services. He is 36 years old.
JOSEPH F. TOWER, III, VICE PRESIDENT AND ASSISTANT TREASURER. Senior Vice
President, Treasurer, Chief Financial Officer and a director of the
Distributor and Funds Distributor, Inc., 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 35 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 January 9, 1998.
The following shareholders are known by the Company to own, of record
or beneficially, 5% or more of the outstanding voting securities of the
indicated Funds. Dreyfus Premier Aggressive Growth Fund - Class B shares: BHC
Securities, Inc., ATTN: Mutual Funds, 2005 Market Street, Philadelphia, PA 19103
- - 16.99%; Innovative Agri Systems Inc., F/B/O Kenneth Mayer, Under Profit
Sharing Plan, Pomona, NY 10970 - 6.90%; Ronald and Sylvia Nerva JT/WROS,
Kenosha, WI 53142 - 6.08%; DTR CUST Leslie Alwadish, USE Retirement Plan, New
York, NY 10021 - 5.08%; Class C shares: Premier Mutual Fund Services, Inc., 60
State Street, Boston, MA 02109 - 100%; and Class R shares: Open Payment
Technologies, Inc., Profit Sharing Plan and Trust Agreement, 7500 N. Dreamy Draw
Dr., Phoenix, AZ 85020 - 69.24%; Premier Mutual Fund Services, Inc., 60 State
Street, Boston, MA 02109 - 11.63%; Dreyfus Trust Company, Custodian, F/B/O
Darlene Daigger under SEP IRA Plan, Joliet, IL 60435 - 8.10%. Dreyfus Premier
Growth and Income Fund - Class B shares: Merrill Lynch Pierce Fenner & Smith,
For the Sole Benefit of its Customers, ATTN: Fund Administration, 4800 Deer Lake
Drive E, Jacksonville, FL 32246 - 5.16%; Class C shares: Merrill Lynch Pierce
Fenner & Smith, For the Sole Benefit of its Customers, ATTN: Fund
Administration, 4800 Deer Lake Drive E, Jacksonville, FL 32246 - 35.09%; and
Class R shares: Follmer Rudzewicz & Co. PC, Employees Profit Sharing Plan, F/B/O
David Gustkey, Farmington Hills, MI 48331 - 13.48%, F/B/O Anthony Frabotta,
Rochester Hills, MI 48331 - 11.64%, F/B/O Diane Dherckers, Sterling Heights, MI
48310 - 10.05%, and F/B/O Timothy Caughlin, Rochester Hills, MI 48309 - 6.39%;
Report Systems Inc., Employees Profit Sharing Plan & Trust, F/B/O Judith Brooks,
Fenton, MI 48430 - 11.37%; Dreyfus Trust Company, Custodian, F/B/O George
Managrelli, Under IRA Plan, Kalamazoo, MI 49009 - 6.58%; Dreyfus Trust Company,
Custodian, F/B/O Catherine Managarelli, Kalamazoo, MI 49009 - 6.58%. A
shareholder who beneficially owns, directly or indirectly, more than 25% of a
Fund's voting securities may be deemed a "control person" (as defined in the
1940 Act) of that Fund.
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 Dreyfus Premier Aggressive 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 June 9, 1997. 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: W.
Keith Smith, Chairman of the Board; Christopher M. Condron, President, Chief
Executive Officer, 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; William T. Sandalls, Jr., Senior Vice
President and Chief Financial Officer; Mark N. Jacobs, Vice President, General
Counsel and Secretary; Patrice M. Kozlowski, Vice President--Corporate
Communications; Mary Beth Leibig, Vice President--Human Resources; Jeffrey N.
Nachman, Vice President--Mutual Fund Accounting; Andrew S. Wasser, Vice
President--Information Systems; William V. Healey, Assistant Secretary; and
Mandell L. Berman, Burton C. Borgelt, Frank V. Cahouet and Richard Syron,
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 Daniel Beneat (with
respect to Dreyfus Premier Emerging Markets Fund) Richard B. Hoey (with respect
to Dreyfus Premier Aggressive Growth Fund and Dreyfus Premier Growth and Income
Fund), Douglas D. Ramos (with respect to Dreyfus Premier Growth and Income Fund)
and Michael L. Schonberg (with respect to Dreyfus Premier Aggressive Growth
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 and for other funds advised by the Manager.
The Manager maintains office facilities on behalf of the Company, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Company. 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 Dreyfus Premier Aggressive Growth Fund's and Dreyfus
Premier Growth and Income Fund's average daily net assets, and 1.25% of the
value of Dreyfus Premier Emerging Markets Fund's average daily net assets. For
the fiscal years ended September 30, 1995, 1996 and 1997, the management fees
paid by the Company for Dreyfus Premier Aggressive Growth Fund amounted to
$4,287,150, $3,965,630 and $3,168,792, respectively. For the period December 29,
1995 (commencement of operations) to September 30, 1996, and for the fiscal year
ended September 30, 1997, the management fees payable by the Company for Dreyfus
Premier Growth and Income Fund amounted to $174,196 and $736,630, respectively,
which amounts were reduced by $93,014 and $104,847, respectively, pursuant to an
undertaking by the Manager, resulting in a net management fee of $81,172 for
fiscal 1996 and $631,783 for fiscal 1997. Dreyfus Premier Emerging Markets Fund
has not completed its first fiscal year.
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 Dreyfus Premier Aggressive 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 Dreyfus Premier Aggressive 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 Dreyfus Premier
Family of Funds, for funds in the Dreyfus Family of Funds and for certain other
investment companies.
For the fiscal years ended September 30, 1995 and 1996, no amount was
retained by the Distributor from sales loads on shares of Dreyfus Premier
Aggressive Growth Fund. For the fiscal year ended September 30, 1997, the
Distributor retained $6,161 from sales loads on Class A shares, and $3,347 and
$699 from contingent deferred sales charges ("CDSC") on Class B and Class C
shares, respectively, of Dreyfus Premier Aggressive Growth Fund. For the period
from December 29, 1995 through September 30, 1996 and for the fiscal year ended
September 30, 1997, the Distributor retained $0 and $73,407, respectively, from
sales loads on Class A shares, $23,871 and $247,893, respectively, from the CDSC
on Class B shares and $5,484 and $7,050, respectively, from the CDSC on Class C
shares of Dreyfus Premier Growth and Income Fund.
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 each Fund. The example assumes a purchase of
Class A shares of the Fund aggregating less than $50,000 subject to the schedule
of sales charges set forth in the Fund's Prospectus at a price based upon the
net asset value of a Class A share on September 30, 1997 for Dreyfus Premier
Aggressive Growth Fund and Dreyfus Premier Growth and Income Fund:
Dreyfus Premier Dreyfus Premier
Aggressive Growth and
Growth Fund Income Fund
Net Asset Value per Share....... $15.94 $20.94
Per Share Sales Charge - 5.75%*
of offering price (6.10% of
net asset value per share)..... $ .97 $ 1.28
------- -------
Per Share Offering Price to
the Public.................... $ 16.91 $22.22
======= ======
- ---------------------
* Class A shares of Dreyfus Premier Aggressive Growth Fund
purchased by shareholders beneficially owning Class A shares
of such Fund on December 31, 1995 or November 30, 1996, and
Class A shares of Dreyfus Premier Growth and Income Fund
purchased by shareholders beneficially owning Class A shares
of such Fund on November 30, 1996, 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. TELETRANSFER purchase orders may be made at
any time. Purchase orders received by 4:00 p.m., New York time, on any business
day that Dreyfus Transfer, Inc., each 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 (the "Plan") with respect to each Fund's Class B and Class C shares
pursuant to which the Fund pays the Distributor for distributing its Class B and
Class C shares. The Company's Board believes that there is a reasonable
likelihood that Plan will benefit each Fund and the holders of its 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 shares 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. As to each Fund, the Plan is subject to annual
approval by such vote cast in person at a meeting called for the purpose of
voting on the Plan. The Plan was last so approved by the Board at a meeting held
on June 9, 1997. As to the relevant Class of shares of a 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 such Class of shares.
For the fiscal year ended September 30, 1997, Dreyfus Premier
Aggressive Growth Fund paid the Distributor pursuant to the Plan $1,876 with
respect to Class B shares and $232 with respect to Class C shares. For the
fiscal year ended September 30, 1997, Dreyfus Premier Growth and Income Fund
paid the Distributor pursuant to the Plan $413,795 with respect to Class B
shares and $34,863 with respect to Class C shares. Dreyfus Premier Emerging
Markets Fund has not completed its first fiscal year.
SHAREHOLDER SERVICES PLAN. The Company has adopted a Shareholder
Services Plan with respect to each Fund, pursuant to which the Fund pays the
Distributor for the provision of certain services to the holders of the Fund's
Class A, Class B and Class C shares. 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 such shareholder accounts. 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 for its review. In addition, the Shareholder Services Plan
provides that material amendments 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 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. As to each Fund,
the Shareholder Services Plan is subject to annual approval by such vote cast in
person at a meeting called for the purpose of voting on the Shareholder Services
Plan. The Shareholder Services Plan was last so approved by the Board at a
meeting held on June 9, 1997. As to the relevant Class of shares of a 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.
For the fiscal year ended September 30 1997, Dreyfus Premier
Aggressive Growth Fund paid the Distributor pursuant to the Shareholder Services
Plan $1,055,538 with respect to Class A shares, $626 with respect to Class B
shares and $77 with respect to Class C shares. For the fiscal year ended
September 30, 1997, Dreyfus Premier Growth and Income Fund paid the Distributor
pursuant to the Shareholder Services Plan $95,472 with respect to Class A
shares, $137,932 with respect to Class B shares and $11,621 with respect to
Class C shares. Dreyfus Premier Emerging Markets Fund has not completed its
first fiscal year.
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, telephone or letter 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 borne by the investor. Immediate notification by
the correspondent bank to the investor's bank is necessary to avoid a delay in
crediting the funds to the investor's bank account.
Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal code which
may be used for domestic or overseas transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic equipment may
have the wire transmitted by contacting a TRT Cables operator at 1-800-654-7171,
toll free. Investors should advise the operator that the above transmittal code
must be used and should 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 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 a 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
(including over The Dreyfus Touch(R) automated telephone system) 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. The
minimum initial investment is $750 for Dreyfus-sponsored Keogh Plans, IRAs
(including regular IRAs, spousal IRAs for a non-working spouse, Roth IRAs, IRAs
set up under a Simplified Employee Pension Plan ("SEP-IRAs"), and rollover IRAs)
and 403(b)(7) Plans with only one participant, and $500 for Dreyfus-sponsored
Education IRAs. 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 Dreyfus 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 a Fund, shares of the same Class
of another fund in the Dreyfus 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 PLAN. The Automatic Withdrawal Plan permits an
investor with a $5,000 minimum account to request withdrawal of a specified
dollar amount (minimum of $50) on either a monthly or quarterly basis.
Withdrawal payments are the proceeds from sales of Fund shares, not the yield on
the shares. If withdrawal payments exceed reinvested dividends and
distributions, the investor's shares will be reduced and eventually may be
depleted. Automatic Withdrawal may be terminated at any time by the investor,
the Fund or the Transfer Agent. Shares for which certificates have been issued
may not be redeemed through the Automatic Withdrawal Plan.
DIVIDEND SWEEP. Dividend Sweep allows investors to invest
automatically their dividends or dividends and capital gain distributions, if
any, from the Fund in shares of the same Class of another fund in the Dreyfus
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 regular IRAs, spousal IRAs
for a non-working spouse, Roth IRAs, SEP-IRAs, Education 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 is $750
for Dreyfus-sponsored Keogh Plans, IRAs (including regular IRAs, spousal IRAs
for a non-working spouse, Roth IRAs, SEP-IRAs and rollover IRAs) and 403(b)(7)
Plans with only one participant, and $500 for Dreyfus-sponsored Education IRAs,
with no minimum on subsequent purchases.
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. Because of the
difference in operating expenses incurred by each Class, the per share asset
value of each Class will differ.
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, Martin
Luther King Jr. 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 Dreyfus Premier Aggressive
Growth Fund and Dreyfus Premier Growth and Income Fund each have qualified for
the fiscal year ended September 30, 1997 as a "regulated investment company"
under the Code. It is expected that Dreyfus Premier Emerging Markets 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 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 aggregate net asset value of the shares
below the cost of the investment. Such a dividend or distribution would be a
return of investment in an economic sense, although taxable as stated in the
Fund's Prospectus. In addition, the Code provides that if a shareholder holds
shares of a Fund for six months or less and has received a capital gain
distribution with respect to such shares, any loss incurred on the sale of such
shares will be treated as long-term capital loss to the extent of the capital
gain distribution received.
Depending upon the composition of 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 from 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 held for less than 46 days, which 46 days generally must
be during the 90-day period commencing 45 days before the shares become
ex-dividend, 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 of the Code, 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 futures or 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 of the Code. Finally, all or a portion of the gain realized from engaging
in "conversion transactions" may be treated as ordinary income under Section
1258 of the Code. "Conversion transactions" are defined to include certain
forward, futures, option and straddle transactions, transactions marketed or
sold to produce capital gains, or transactions described in Treasury regulations
to be issued in the future.
Under Section 1256 of the Code, any gain or loss realized by a Fund
from certain financial futures or forward contracts and options transactions
(other than those taxed under Section 988 of the Code) will be treated as 60%
long-term capital gain or loss and 40% short-term capital gain or loss. Gain or
loss will arise upon exercise or lapse of such contracts and options as well as
from closing transactions. In addition, any such contract or option 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 futures or
forward contracts or options transactions may be considered, for tax purposes,
to constitute "straddles." "Straddles" are defined to include "offsetting
positions" in actively traded personal property. The tax treatment of
"straddles" is governed by Sections 1092 and 1258 of the Code, which, in certain
circumstances, override or modify 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 financial futures or forward contracts or options transactions, such
"straddles" would be characterized as "mixed straddles" if the futures or,
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 upon 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 gain on "straddle" positions may be treated as short-term
capital gain or ordinary income.
The Taxpayer Relief Act of 1997 included constructive sale provisions
that generally will apply if the Fund either (1) holds an appreciated financial
position with respect to stock, certain debt obligations, or partnership
interests ("appreciated financial position") and then enters into a short sale,
futures or forward contract, or offsetting notional principal contract
(collectively, a "Contract") with respect to the same or substantially identical
property or (2) holds an appreciated financial position that is a Contract and
then acquires property that is the same as, or substantially identical to, the
underlying property. In each instance, with certain exceptions, the Fund
generally will be taxed as if the appreciated financial position were sold at
its fair market value on the date the Fund enters into the financial position or
acquires the property, respectively. Transactions that are identified hedging or
straddle transactions under other provisions of the Code can be subject to the
constructive sale provisions.
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 and, for tax years beginning
after December 31, 1997, gain realized with respect to PFIC securities that are
marked-to-market will be treated as ordinary income under Section 1296 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. 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, 1995, 1996 and 1997, Dreyfus Premier Aggressive
Growth Fund paid total brokerage commissions of $2,535,450, $2,061,365 and
$1,083,343, respectively. For the period December 29, 1995 (commencement of
operations) through September 30, 1996 and for the fiscal year ended September
30, 1997, Dreyfus Premier Growth and Income Fund paid total brokerage
commissions of $204,850 and $567,264, respectively. These amounts do not include
gross spreads and concessions in connection with principal transactions which,
where determinable, for the fiscal years ended September 30, 1995, 1996 and
1997, totalled $365,417, $2,894,060 and $2,106,636, respectively, with respect
to Dreyfus Premier Aggressive Growth Fund, and for the period from December 29,
1995 through September 30, 1996 and for the fiscal year end September 30, 1997,
totalled $798,333 and $761,346, respectively, with respect to Dreyfus Premier
Growth and Income Fund. None of the aforementioned amounts were paid to the
Distributor. Dreyfus Premier Emerging Markets Fund has not completed its first
fiscal year.
PERFORMANCE INFORMATION
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN EACH FUND'S PROSPECTUS ENTITLED "PERFORMANCE
INFORMATION."
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.
Dreyfus Premier Emerging Markets Fund has not completed its first
fiscal year and, therefore, no performance data has been provided for such Fund.
<TABLE>
<CAPTION>
The total return for each Fund for the indicated period ended
September 30, 1997 was as follows:
Aggregate
Total Aggregate
Return Since Total Return Average
Inception Since Average Annual Average
Based on Inception Annual Total Annual Total
Net Asset Based on Total Return for Return for 10
Value Maximum Return 5 Years, Years,
(without Offering for One Except as Except as
deduction of Price (with Year noted noted
maximum deduction of
CDSC) maximum CDSC)
Dreyfus Premier
Aggressive Growth Fund
<S> <C> <C> <C> <C> <C>
Class A 1,676.87%(1) 1,575.03%(1) 1.46%(1) 4.34% 5.24%
Class B 6.06 (2) 2.06 (2) 2.86 (2) 1.18%(2) N/A
Class C 6.20 (2) 6.20 (2) 5.27 (2) 3.52%(2) N/A
Class R 7.95 (2) N/A 7.95 (2) 4.50%(2) N/A
Dreyfus Premier
Growth and Income Fund
Class A 79.22%(3) 68.95%(3) 13.98%(3) 34.71%(3) N/A
Class B 76.70 (3) 72.70 (3) 16.08 (3) 36.40%(3) N/A
Class C 76.57 (3) 76.57 (3) 18.89 (3) 38.13%(2) N/A
Class R 81.39 (3) N/A 22.25 (3) 40.26%(3) N/A
- -------------------------------------
(1) From June 23, 1969 (commencement of operations) through September 30, 1997.
(2) From January 3, 1996 (commencement of operations) through September 30, 1997.
(3) From December 29, 1995 (commencement of operations) through September 30, 1997.
</TABLE>
From time to time, advertising material for a Fund may include
biographical information relating to one or more of its portfolio managers and
may refer to, or include commentary by a portfolio manager relating to
investment strategy, asset growth, current or past business, political, economic
or financial conditions and other matters of general interest to investors. In
addition, 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."
Dreyfus Premier Aggressive 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, P.O.
Box 9671, Providence, Rhode Island 02940-9671, is the Company's transfer and
dividend disbursing agent. Under a transfer agency agreement with the Company,
the Transfer Agent arranges for the maintenance of shareholder account records
for each Fund, the handling of certain communications between shareholders and
the Fund and the payment of dividends and distributions payable by the Fund. For
these services, the Transfer Agent receives a monthly fee computed on the basis
of the number of shareholder accounts it maintains for each Fund during the
month, and is reimbursed for certain out-of-pocket expenses. For the fiscal year
ended September 30, 1997, the Company paid the Transfer Agent $348,411 with
respect to Dreyfus Premier Aggressive Growth Fund, and $78,542 with respect to
Dreyfus Premier Growth and Income Fund. Dreyfus Premier Emerging Markets Fund
has not completed its first fiscal year. Mellon Bank, N.A. (the "Custodian"),
the Manager's parent, One Mellon Bank Center, Pittsburgh, Pennsylvania 15258,
acts as custodian for the investments of Dreyfus Premier Aggressive Growth Fund
and Dreyfus Premier Growth and Income Fund. Under a custody agreement with the
Company, the Custodian holds each of these Funds' securities and keeps all
necessary accounts and records. For its custody services, the Custodian receives
a monthly fee based on the market value of each of these Funds' assets held in
custody and receives certain securities transactions charges. For the fiscal
year ended September 30, 1997, the Company paid the Custodian $51,291 with
respect to Dreyfus Premier Aggressive Growth Fund, and $25,106 with respect to
Dreyfus Premier Growth and Income Fund. The Bank of New York, 90 Washington
Street, New York, New York 10286, acts as custodian for the investments of
Dreyfus Premier Emerging Markets Fund.
Stroock & Stroock & Lavan, LLP, 180 Maiden Lane, New York, New York
10038-4982, 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.
FINANCIAL STATEMENTS AND REPORTS OF INDEPENDENT AUDITORS
The Annual Report to Shareholders for the fiscal year ended September
30, 1997 for Dreyfus Premier Aggressive Growth Fund and Dreyfus Premier Growth
and Income Fund are separate documents supplied with this Statement of
Additional Information, and the financial statements, accompanying notes and
reports of independent auditors appearing therein are incorporated by reference
into this Statement of Additional Information. Dreyfus Premier Emerging Markets
Fund has not completed its first fiscal year.
<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.
CC
The rating CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC rating.
C
The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating.
D
Bonds rated D are in default, and payment of interest and/or repayment
of principal is in arrears.
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.
B
Issues carrying this designation are regarded as having only
speculative capacity for timely payment.
C
This designation is assigned to short-term obligations with doubtful
capacity for payment.
D
Issues carrying this designation are in default, and payment of
interest and/or repayment of principal is in arrears.
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 characteristics 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.
Ca
Bonds which are rated Ca present obligations which are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.
C
Bonds which are rated C are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
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.
CC
Bonds rated CC are minimally protected. Default in payment of interest
and/or principal seems probable over time.
C
Bonds rated C are in imminent default in payment of interest or
principal.
DDD, DD and D
Bonds rated DDD, DD and D are in actual default of interest and/or
principal payments. Such bonds are extremely speculative and should be valued on
the basis of their ultimate recovery value in liquidation or reorganization of
the obligor. DDD represents the highest potential for recovery on these bonds
and D represents the lowest potential for recovery.
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.
F-3
FAIR CREDIT QUALITY. Issues assigned this rating have characteristics
suggesting that the degree of assurance for timely payment is adequate; however,
near-term adverse changes could cause these securities to be rated below
investment grade.
F-S
WEAK CREDIT QUALITY. Issues assigned this rating have characteristics
suggesting a minimal degree of assurance for timely payment and are vulnerable
to near-term adverse changes in financial and economic conditions.
D
DEFAULT. Issues assigned this rating are in actual or imminent payment
default.
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.
DD
Defaulted debt obligations. Issuer has failed to meet scheduled
principal and/or interest payments.
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. Paper rated
Duff 3 is regarded as having satisfactory liquidity and other protection
factors. Risk factors are larger and subject to more variation. Nevertheless,
timely payment is expected. Paper rated Duff 4 is regarded as having speculative
investment characteristics. Liquidity is not sufficient to insure against
disruption in debt service. Operating factors and market access may be subject
to a high degree of variation. Paper rated Duff 5 is in default. The issuer has
failed to meet scheduled principal and/or interest payments.
<PAGE>
<PAGE>
DREYFUS PREMIER EQUITY FUNDS, INC.
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS - LIST
- -------- ----------------------------------------
(a) Financial Statements:
Included in Part A of the Registration Statement
Not Applicable.
Included in Part B of the Registration Statement:
The Annual Reports to Shareholders of Dreyfus Premier
Aggresive Growth Fund and Dreyfus Premier Growth and
Income Fund for the fiscal year ended
September 30, 1997 are separate documents supplied
with the Statement of Additional Information, and the
financial statements, accompanying notes and reports
of independent auditors appearing therein are
incorporated by reference in the Statement of
Additional Information.
Schedules No. I through VII and other financial statement information, for which
provision is made in the applicable accounting regulations of the Securities and
Exchange Commission, are either omitted because they are not required under the
related instructions, they are inapplicable, or the required information is
presented in the financial statements or notes thereto which are included in
Part B of the Registration Statement.
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS - LIST (CONTINUED)
- -------- ----------------------------------------------------
(b) Exhibits:
(1)(a) Articles of Amendment and Restatement are
incorporated by reference to Exhibit (1)(a) of Post-
Effective Amendment No. 59 on Form N-1A, filed on
December 29, 1995.
(1)(b) Articles of Supplementary are incorporated by reference
to Exhibit (1)(b) of Post-Effective Amendment No. 59 to the
Registration Statement on Form N-1A, filed on December 29, 1995.
(1)(c) Articles of Amendment are incorporated by reference to
Exhibit (1)(c) of Post-Effective Amendment No. 62 to the Registration
Statement on Form N-1A, filed on January 27, 1997.
(1)(d) Articles of Amendment are incorporated by reference to Exhibit (1)
(d) of Post-Effective Amendment No. 64 to the Registration Statement
on Form N-1A, filed on January 29, 1998.
(2) By-Laws, as amended, are incorporated by reference to
Exhibit (2) of Post-Effective Amendment No. 59 to the
Registration Statement on Form N-1A, filed on December
29, 1995.
(5) Management Agreement is incorporated by reference to Exhibit (5)
of Post-Effective Amendment No. 59 to the Registration Statement
on Form N-1A, filed on December 29, 1995.
(6)(a) Distribution Agreement is incorporated by reference to Exhibit (6)
of Post-Effective Amendment No. 59 to the Registration Statement on
Form N-1A, filed on December 29, 1995.
(6)(b) Forms of Shareholder Services Agreement and
Distribution Plan Agreement are incorporated by
reference to Exhibit 6(b) of Post-Effective Amendment
No. 61 to the Registration Statement on Form N-1A, filed on
June 27, 1996.
(8)(a) Custody Agreement with respect to Dreyfus Premier Emerging
Markets Fund is incorporated by reference to Exhibit 8(a) of Post-
Effective Amendment No. 55 to the Registration Statement on
Form N-1A, filed on December 27, 1993.
(8)(b) Custody Agreement with respect to Dreyfus Premier Agressive
Growth Fund and Dreyfus Premier Growth and Income Fund is
incorporated by reference to Exhibit 8(b) of Post-Effective
Amendment No. 61 to the Registration Statement on Form N-1A, filed
on June 27, 1996.
(9) Shareholder Services Plan is incorporated by reference to
Exhibit (9)(a) of Post-Effective Amendment No. 59 to the
Registration Statement on Form N-1A, filed on December 29, 1995.
(10) Opinion and Consent of Registrant's Counsel is
incorporated by reference to Exhibit (10) of Post-
Effective Amendment No. 59 to the Registration Statement
on Form N-1A, filed on December 29, 1995.
(11) Consent of Independent Auditors.
(14) The Model Retirement Plan and related documents is
incorporated by reference to Exhibit (14) of Post-
Effective Amendment No. 61 to the Registration Statement
on Form N-1A, filed on June 27, 1996.
(15) Distribution Plan is incorporated by reference to Exhibit (15)
of Post-Effective Amendment No. 59 to the Registration Statement
on form N-1A, filed on December 29, 1995.
(16) Schedules of Computation of Performance Data is incorporated
by reference to Exhibit (16) of Post-Effective Amendment
No. 55 to the Registration Statement on Form N-1A, filed on
November 24, 1993.
(17) Financial Data Schedule is incorporated by reference to
Exhibit (17) of Post-Effective Amendment No. 64 to the
Registration Statement on Form N-1A, filed on January
29, 1998.
(18) Rule 18f-3 Plan is incorporated by Reference to Exhibit
(18) of Post-Effective Amendment No. 62 to the Registration
Statement on Form N-1A, filed on Janauary 27, 1997.
<PAGE>
OTHER EXHIBITS
(a) Powers of Attorney are incorporated by reference to
Other Exhibits (a) of Post-Effective Amendment No.
64 to the Registration Statement on Form
N-1A, filed on January 29, 1998.
(b) Certificate of Secretary is incorporated by
reference to Other Exhibits (b) of Post-
Effective Amendment No. 64 to the
Registration Statement on Form N-1A filed on
January 29, 1998.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
(1) (2)
Number of Record Holders,
Title of Class As of January 9, 1998
-------------- -----------------------
Common Stock, par value
$ 1.00 per share
Dreyfus Premier
Aggressive Growth
Fund
Class A 24,273
Class B 41
Class C 1
Class R 7
Dreyfus Premier Growth and Income Fund
Class A 3,146
Class B 5,294
Class C 214
Class R 55
Dreyfus Premier Emerging Markets Fund
Class A 0
Class B 0
Class C 0
Class R 0
ITEM 27. INDEMNIFICATION
Reference is made to Article SIXTH of the Registrant's Articles of
Amendment and Restatement filed as Exhibit 1(a) to Post-Effective Amendment No.
59 to the Registration Statement on Form N-1A, filed on December 29, 1995, 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 to Post-Effective Amendment No. 59 to the Registration Statement on
Form N-1A, filed on December 29, 1995, and by the following undertaking set
forth in the rules promulgated by the Securities and Exchange Commission:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Board members, 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 Board member, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such Board member, 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 hereto.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
The Dreyfus Corporation ("Dreyfus") and its subsidiary companies
comprise a financial service organization whose business consists primarily of
providing investment management services as the investment adviser and manager
for investment companies registered under the Investment Company Act of 1940 and
as an investment adviser to institutional and individual accounts. Dreyfus also
serves as subinvestment adviser to and/or administrator of other investment
companies. Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus,
serves primarily as a registered broker-dealer of shares of investment companies
sponsored by Dreyfus and of other investment companies for which Dreyfus acts as
investment adviser, sub-investment adviser or administrator. Dreyfus Management,
Inc., another wholly-owned subsidiary, provides investment management services
to various pension plans, institutions and individuals.
OFFICERS AND DIRECTORS OF DREYFUS
NAME AND POSITION WITH DREYFUS OTHER BUSINESSES
MANDELL L. BERMAN Real estate consultant and
Director private 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
BURTON C. BORGELT Chairman Emeritus of the Board and
Director Past Chairman, Chief Executive
Officer and Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405;
Director:
DeVlieg-Bullard, Inc.
1 Gorham Island
Westport, Connecticut 06880
Mellon Bank Corporation***;
Mellon Bank, N.A.***;
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
W. KEITH SMITH Chairman and Chief Executive
Chairman of the Board Officer:
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 Executive Mellon Bank Corporation***;
Officer, Chief, Operating Officer The Boston Company****;
and a Director Deputy Director:
Mellon Trust***;
Chief Executive Officer:
The Boston Company Asset
Management, Inc.****;
President:
Boston Safe Deposit and Trust
Company****
STEPHEN E. CANTER Director:
Vice Chairman, Chief Investment The Dreyfus Trust Company++;
Officer and Former Chairman and Chief Executive
a Director Officer:
Kleinwort Benson Investment
Management
Americas Inc.*
LAWRENCE S. KASH
Vice Chairman - Distribution and
a Director Chairman, President and Chief
Executive Officer:
The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109;
Executive Vice President and
Director:
Dreyfus Service Organization,
Inc.**;
Director:
Dreyfus America Fund+++;
The Dreyfus Consumer Credit
Corporation*;
The Dreyfus Trust Company++;
Dreyfus Service Corporation*;
World Balanced Fund++++;
President:
The Boston Company****;
Laurel Capital Advisors***;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.***;
Boston Safe Deposit and Trust
Company****
RICHARD F. SYRON Chairman of the Board and
Director Chief Executive Officer:
American Stock Exchange
86 Trinity Place
New York, New York 10006;
Director:
John Hancock Mutual Life
Insurance Company
John Hancock Place, Box 111
Boston, Massachusetts 02117;
Thermo Electron Corporation
81 Wyman Street, Box 9046
Waltham, Massachusetts
02254-9046;
American Business Conference
1730 K Street, NW, Suite 120
Washington, D.C. 20006;
Trustee:
Boston College - Board of
Trustees
140 Commonwealth Ave.
Chestnut Hill, Massachusetts
02167-3934
WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Chief Dreyfus Partnership Management,
Financial Officer Inc.*;
Seven Six Seven Agency, Inc.*;
President and Director:
Lion Management, Inc.*;
Executive Vice President and
Director:
Dreyfus Service Organization,
Inc.*;
Vice President, Chief Financial
Officer and Director:
Dreyfus Acquisition Corporation*;
Dreyfus American Fund+++;
World Balanced Fund++++;
Vice President and Director:
The Dreyfus Consumer Credit
Corporation*;
The Truepenny Corporation*;
Treasurer, Financial Officer and
Director:
The Dreyfus Trust Company++;
Treasurer and Director:
Dreyfus Management, Inc.*;
Dreyfus Personal Management,
Inc.*;
Dreyfus Service Corporation*;
Major Trading Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.
MARK N. JACOBS Vice President, Secretary and
Vice President, Director:
General Counsel Lion Management, Inc.*;
and Secretary Secretary:
The Dreyfus Consumer Credit
Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization,
Inc.**;
Major Trading Corporation*;
The Truepenny Corporation*
PATRICE M. KOZLOWSKI None
Vice President-
Corporate Communications
MARY BETH LEIBIG None
Vice President-
Human Resources
JEFFREY N. NACHMAN President and Director:
Vice President-Mutual Fund Dreyfus Transfer, Inc.
Account One American Express Plaza
Providence, Rhode Island 02903
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation***
Services
WILLIAM V. HEALEY President:
Assistant Secretary The Truepenny Corporation*;
Vice President and Director:
The Dreyfus Consumer Credit
Corporation*;
Secretary and Director:
Dreyfus Partnership Management
Inc.*;
Director:
The Dreyfus Trust Company++;
Assistant Secretary:
Dreyfus Service Corporation*;
Dreyfus Investment Advisors,
Inc.*;
Assistant Clerk:
Dreyfus Insurance Agency of
Massachusetts, Inc.+++++
- ------------------------
* The address of the business so indicated is 200 Park Avenue, New York,
New York 10166.
** 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 69, Route 'd' Esch, L-1470,
Luxembourg.
++++ The address of the business so indicated is 69, Route 'd' Esch, L-2953,
Luxembourg.
+++++ The address of the business so indicated is 53 State Street, Boston,
Massachusetts 02103.
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 Funds, 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 Cash Management
14. Dreyfus Cash Management Plus, Inc.
15. Dreyfus Connecticut Intermediate
Municipal Bond Fund
16. Dreyfus Connecticut Municipal Money
Market Fund, Inc.
17. Dreyfus Florida Intermediate Municipal
Bond Fund
18. Dreyfus Florida Municipal Money Market
Fund
19. The Dreyfus Fund Incorporated
20. Dreyfus Global Bond Fund, Inc.
21. Dreyfus Global Growth Fund
22. Dreyfus GNMA Fund, Inc.
23. Dreyfus Government Cash Management
24. Dreyfus Growth and Income Fund, Inc.
25. Dreyfus Growth and Value Funds, Inc.
26. Dreyfus Growth Opportunity Fund, Inc.
27. Dreyfus Income Funds
28. Dreyfus Institutional Money Market Fund
29. Dreyfus Institutional Short Term
Treasury Fund
30. Dreyfus Insured Municipal Bond Fund,
Inc.
31. Dreyfus Intermediate Municipal Bond
Fund, Inc.
32. Dreyfus International Funds, Inc.
33. Dreyfus Investment Grade Bond Funds,
Inc.
34. The Dreyfus/Laurel Funds, Inc.
35. The Dreyfus/Laurel Funds Trust
36. The Dreyfus/Laurel Tax-Free Municipal
Funds
37. Dreyfus Lifetime Portfolios, Inc.
38. Dreyfus Liquid Assets, Inc.
39. Dreyfus Massachusetts Intermediate
Municipal Bond Fund
40. Dreyfus Massachusetts Municipal Money
Market Fund
41. Dreyfus Massachusetts Tax Exempt Bond
Fund
42. Dreyfus MidCap Index Fund
43. Dreyfus Money Market Instruments, Inc.
44. Dreyfus Municipal Bond Fund, Inc.
45. Dreyfus Municipal Cash Management Plus
46. Dreyfus Municipal Money Market Fund,
Inc.
47. Dreyfus New Jersey Intermediate
Municipal Bond Fund
48. Dreyfus New Jersey Municipal Bond Fund,
Inc.
49. Dreyfus New Jersey Municipal Money
Market Fund, Inc.
50. Dreyfus New Leaders Fund, Inc.
51. Dreyfus New York Insured Tax Exempt Bond
Fund
52. Dreyfus New York Municipal Cash
Management
53. Dreyfus New York Tax Exempt Bond Fund,
Inc.
54. Dreyfus New York Tax Exempt Intermediate
Bond Fund
55. Dreyfus New York Tax Exempt Money Market
Fund
56. Dreyfus 100% U.S. Treasury Intermediate
Term Fund
57. Dreyfus 100% U.S. Treasury Long Term
Fund
58. Dreyfus 100% U.S. Treasury Money Market
Fund
59. Dreyfus 100% U.S. Treasury Short Term
Fund
60. Dreyfus Pennsylvania Intermediate
Municipal Bond Fund
61. Dreyfus Pennsylvania Municipal Money
Market Fund
62. Dreyfus S&P 500 Index Fund
63. Dreyfus Short-Intermediate Government
Fund
64. Dreyfus Short-Intermediate Municipal
Bond Fund
65. The Dreyfus Socially Responsible Growth
Fund, Inc.
66. Dreyfus Stock Index Fund
67. Dreyfus Tax Exempt Cash Management
68. The Dreyfus Third Century Fund, Inc.
69. Dreyfus Treasury Cash Management
70. Dreyfus Treasury Prime Cash Management
71. Dreyfus Variable Investment Fund
72. Dreyfus Worldwide Dollar Money Market
Fund, Inc.
73. General California Municipal Bond Fund,
Inc.
74. General California Municipal Money
Market Fund
75. General Government Securities Money
Market Fund, Inc.
76. General Money Market Fund, Inc.
77. General Municipal Bond Fund, Inc.
78. General Municipal Money Market Fund,
Inc.
79. General New York Municipal Bond Fund,
Inc.
80. General New York Municipal Money Market
Fund
81. Dreyfus Premier California Municipal
Bond Fund
82. Dreyfus Premier Equity Funds, Inc.
83. Dreyfus Premier Global Investing, Inc.
84. Dreyfus Premier GNMA Fund
85. Dreyfus Premier Worldwide Growth Fund,
Inc.
86. Dreyfus Premier Insured Municipal Bond
Fund
87. Dreyfus Premier Municipal Bond Fund
88. Dreyfus Premier New York Municipal Bond
Fund
89. Dreyfus Premier State Municipal Bond
Fund
90. Dreyfus Premier Value Fund
(b)
Positions and offices Positions and
Name and principal with Premier Mutual offices with
BUSINESS ADDRESS FUND SERVICES, INC. REGISTRANT
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Treasurer
Compliance Officer
Joseph F. Tower, III+ Senior Vice President, Vice President
Treasurer and Chief and Assistant
Financial Officer Treasurer
Richard W. Ingram Senior Vice President Vice President
and Assistant
Treasurer
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Paul Prescott+ Vice President None
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
- ---------------------------------
+ Principal business address is 60 State Street, Boston,
Massachusetts 02109.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
1. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
3. The Bank of New York
90 Washington Street
New York, New York 10286
4. Dreyfus Transfer Inc.
P.O. Box 9671
Providence, Rhode Island 02903-9671
5. 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 commencement of operations of
Registrant's Dreyfus Premier Emerging Markets Fund.
(2) to call a meeting of shareholders for the purpose of
voting upon the question of removal of a Board member
or Board members when requested in writing to do so
by the holders of at least 10% of the Registrant's
outstanding shares 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 has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, and State of New York, on the 30th day
of January, 1998.
DREYFUS PREMIER EQUITY
FUNDS, INC.
(Registrant)
By: /S/MARIE E. CONNOLLY
Marie E. Connolly, President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
/S/ MARIE E. CONNOLLY President and Treasurer January 30, 1998
- --------------------- (Principal
Marie E. Connolly Executive, Financial and
Accounting Officer)
/S/ JOSEPH S. DIMARTINO Director January 30, 1998
- -----------------------
Joseph S. DiMartino
/S/ DAVID P. FELDMAN Director January 30, 1998
- --------------------
David P. Feldman
/S/ JOHN M. FRASER, JR.* Director January 30, 1998
- -----------------------
John M. Fraser, Jr.
/S/ ROBERT R. GLAUBER* Director January 30, 1998
- ---------------------
Robert R. Glauber
/S/ JAMES F. HENRY* Director January 30, 1998
- ------------------
James F. Henry
/S/ ROSALIND GERSTEN JACOBS* Director January 30, 1998
- ---------------------------
Rosalind Gersten Jacobs
/S/ IRVING KRISTOL* Director January 30, 1998
- ------------------
Irving Kristol
/S/ PAUL A. MARKS* Director January 30, 1998
- ------------------
Paul A. Marks
/S/ MARTIN PERETZ* Director January 30, 1998
- -----------------
Martin Peretz
/S/ BERT WASSERMAN* Director January 30, 1998
- -------------------
Bert Wasserman
*By:/S/MARIE E. CONNOLLY
Marie E. Connolly, Attorney-in-fact
DREYFUS PREMIER EQUITY FUNDS, INC.
Post-Effective Amendment No. 65 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
(11) Consent of Independent Auditors.........................
Exhibit 11
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors" and to the use of our reports dated November
13, 1997, which are incorporated by reference, in this Registration Statement
(Form N-1A No. 2-30806) of Dreyfus Premier Equity Funds, Inc.
ERNST & YOUNG LLP
New York, New York
January 26, 1998
