File No.2-30806
811-2488
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. 67 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 67 [X]
(Check appropriate box or boxes.)
DREYFUS 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) 922-6000
Mark N. Jacobs, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate
box)
immediately upon filing pursuant to paragraph (b)
----
(date) pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
X on February 1, 1999 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.
----
DREYFUS PREMIER EQUITY FUNDS, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
_________ _______ ____
1 Front and Back Cover Pages Cover
2 Risk/Return Summary: Investments, Risks
And Performance 3
3 Risk/Return Summary: Fee Table 4
4 Investment Objectives, Principal Investment
Strategies, and Related Risks 2
5 Management's Discussion of Fund Performance 3
6 Management, Organization and Capital Structure 5
7 Shareholder Information 11
8 Distribution Arrangements 8
9 Financial Highlights Information 6
Items in
Part B of
Form N-1A
- ---------
10 Cover Page, Table of Contents Cover
11 Fund History B-54
12 Description of the Fund and its
Investments and Risks B-2
13 Management of the Fund B-18
14 Control Persons and Principal B-24
Holders of Securities
15 Investment Advisory and Other B-25
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
DREYFUS PREMER EQUITY FUNDS, INC.
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ _____
16 Brokerage Allocation and Other Practices B-50
17 Capital Stock and Other Securities B-54
18 Purchase, Redemption and Pricing B-29; B-38
of Securities Being Offered and B-47
19 Tax Status *
20 Underwriters B-28
21 Calculations of Performance Data B-52
22 Financial Statements Cover
Items in
Part C of
Form N-1A
_________
23 Exhibits C-1
24 Persons Controlled by or Under C-2
Common Control with Registrant
25 Indemnification C-2
26 Business and Other Connections of C-3
Investment Adviser
27 Principal Underwriters C-11
28 Location of Accounts and Records C-14
29 Management Services C-14
30 Undertakings C-14
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
Dreyfus Premier Aggressive Growth Fund
Investing in growth companies for capital appreciation
PROSPECTUS February 1, 1999
(reg.tm)
As with all mutual funds, the Securities and Exchange Commission doesn't
guarantee that the information in this prospectus is accurate or complete, nor
has it approved or disapproved these securities. It is a criminal offense to
state otherwise.
As with all mutual funds, the Securities and Exchange Commission doesn't
guarantee that the information in this prospectus is accurate or complete, nor
has it approved or disapproved these securities. It is a criminal offense to
state otherwise.
<PAGE>
The Fund
Dreyfus Premier Aggressive Growth Fund
---------------------------------
Ticker Symbols CLASS A: XXXXX
CLASS B: XXXXX
CLASS C: XXXXX
CLASS R: XXXXX
The Fund
- --------------------------------------------------------------------------------
Goal/Approach 2
Main Risks 3
Past Performance 3
Expenses 4
Management 5
Financial Highlights 6
Your Investment
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Account Policies 8
Distributions and Taxes 10
Services for Fund Investors 11
Instructions for Regular Accounts 12
Instructions for IRAs 13
For More Information
- --------------------------------------------------------------------------------
INFORMATION ON THE FUND' S RECENT STRATEGIES AND HOLDINGS CAN BE FOUND IN THE
CURRENT ANNUAL/SEMIANNUAL REPORT. SEE BACK COVER.
GOAL/APPROACH
The fund seeks capital growth. To pursue this goal, it invests at least 65% of
total assets in the stocks of growth companies of any size, including small-,
mid- and large-capitalization companies. The fund' s stock investments may
include common stocks, preferred stocks and convertible securities. Up to 30% of
the fund' s assets may be invested in foreign securities.
In choosing stocks, the fund uses a "bottom-up" approach that emphasizes
individual stock selection over economic and industry trends. In particular, the
fund looks for companies with strong management, innovative products and
services, superior industry positions and the potential for strong earnings
growth rates. When companies that meet those criteria have been identified, the
manager analyzes their financial condition and evaluates the sustainability of
their growth rates.
While the fund looks for companies with the potential for strong earnings growth
rates, some of the fund' s investments may currently be experiencing losses.
Further, the fund may invest in securities in all available trading markets,
including initial public offerings and the after-market.
The fund typically sells securities when there is an expected or actual change
in long-term growth prospects, valuation levels have become extreme or there are
superior alternative investments.
Concepts to understand
GROWTH COMPANIES: companies of any capitalization whose earnings are expected to
grow faster than the overall market. Often, growth stocks have relatively high
price-to-earnings and price-to-book ratios, and tend to be more volatile than
value stocks.
SMALL AND MIDSIZE COMPANIES: companies with market capitalizations under $5
billion. These companies, especially those with smaller caps, tend to grow
faster than large companies and typically use profits for expansion rather than
to pay dividends. They're more volatile than larger companies and fail more
often.
<PAGE>
MAIN RISKS
While stocks have historically been a leading choice of long-term investors,
they do fluctuate in price. The value of your investment will go up and down,
sometimes dramatically, which means that you could lose money.
Small and midcap companies carry additional risks because their earnings are
less predictable, their share prices more volatile and their securities less
liquid than those of larger, more established companies. Some of the fund's
investments will rise and fall based on investor perception rather than
economics. Other investments are made in anticipation of future products,
services or events. If these products, services or events are delayed or
cancelled, the company's stock price could drop dramatically.
Because the stock prices of growth companies are based in part on future
expectations, these stocks may fall sharply if investors believe the prospects
for a stock, industry or the economy in general are weak. In addition, growth
stocks typically lack the dividend yield that could cushion stock prices in
market downturns.
Any foreign securities the fund owns could carry additional risks such as
changes in currency exchange rates, a lack of adequate company information and
political instability.
Under adverse market conditions, the fund could invest some or all of its assets
in money market securities. Although the fund would do this only in seeking to
avoid losses, it could have the effect of reducing the benefit from any upswing
in the market.
Other potential risks
The fund may invest some assets in options, futures and foreign currencies. It
may also sell short. These practices are used primarily to hedge the fund's
portfolio but may be used to increase returns; however, there is the risk that
such practices sometimes may reduce returns or increase volatility.
At times, the fund may engage in short-term trading, which could produce higher
brokerage costs and taxable distributions.
The fund can buy securities with borrowed money (a form of leverage), which
could have the effect of magnifying the fund's gains or losses.
PAST PERFORMANCE
The first table shows how the performance of the fund's Class A shares has
varied from year to year. Sales loads are not reflected in that table; if they
were, returns would be less than those shown. The second compares the
performance of each share class over time to that of the S&P 500((reg.tm)), a
widely recognized unmanaged index of stock performance. The returns reflect any
applicable sales loads. Both tables assume the reinvestment of dividends and
distributions. As with all mutual funds, the past is not a prediction of the
future.
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Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit A]
BEST QUARTER: QX 'XX X.XX%
WORST QUARTER: QX 'XX X.XX%
- --------------------------------------------------------------------------------
Average annual total return AS OF 12/31/98
<TABLE>
<CAPTION>
Inception date 1 Year 5 Years 10 Years
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A 6/23/69 X.XX% X.XX% X.XX%
CLASS B 1/3/96 X.XX% X.XX% X.XX%
CLASS C 1/3/96 X.XX% X.XX% X.XX%
CLASS R 1/3/96 X.XX% X.XX% X.XX%
S&P 500((reg.tm) )INDEX X.XX% X.XX% X.XX%*
</TABLE>
* FOR COMPARATIVE PURPOSES, THE VALUE OF THE INDEX ON XX/XX/XX IS USED AS THE
BEGINNING VALUE ON XX/XX/XX.
What this fund is -- and isn't
This fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives to
reach its stated goal, although as with all mutual funds, it cannot offer
guaranteed results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.
The Fund 3
<PAGE 3>
EXPENSES
As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the tables below.
<TABLE>
<CAPTION>
Fee table
CLASS A CLASS B CLASS C CLASS R
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION FEES (FEES PAID FROM YOUR ACCOUNT)
Maximum sales charge on purchases
AS A % OF OFFERING PRICE 5.75 NONE NONE NONE
Maximum deferred sales charge (CDSC)
AS A % OF PURCHASE OR SALE PRICE, WHICHEVER IS LESS NONE* 4.00 1.00 NONE
- ---------------------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (EXPENSES PAID FROM FUND ASSETS)
% OF AVERAGE DAILY NET ASSETS
Management fees .75 .75 .75 .75
12b-1 fee NONE .75 .75 NONE
Shareholder services fee .25 .25 .25 NONE
Other expenses .43 .53 .71 .98
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL 1.43 2.28 2.46 1.73
* SHARES BOUGHT WITHOUT AN INITIAL SALES CHARGE AS PART OF AN INVESTMENT OF $1
MILLION OR MORE MAY BE CHARGED A CDSC OF 1.00% IF REDEEMED WITHIN ONE YEAR.
</TABLE>
<TABLE>
<CAPTION>
Expense example
1 Year 3 Years 5 Years 10 Years
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A $712 $1,001 $1,312 $2,190
CLASS B
WITH REDEMPTION $631 $1,012 $1,420 $2,206**
WITHOUT REDEMPTION $231 $712 $1,220
CLASS C
WITH REDEMPTION $349 $767 $1,311 $2,796
WITHOUT REDEMPTION $249
CLASS R $176 $545 $939 $2,041
** ASSUMES CONVERSION OF CLASS B TO CLASS A AT END OF THE SIXTH YEAR FOLLOWING
THE DATE OF PURCHASE.
</TABLE>
This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only.
Concepts to understand
MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of its operation.
12B-1 FEE: the fee paid to Premier Mutual Fund Services, Inc., the fund's
distributor for shareholder service and promotional expenses. Because this fee
is paid out of the fund's assets on an ongoing basis, over time it will increase
the cost of your investment and may cost you more than paying other types of
sales charges.
SHAREHOLDER SERVICES FEE: a fee paid to the fund's distributor for shareholder
account service and maintenance.
OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.
4
<PAGE 4>
MANAGEMENT
The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue,
New York, New York 10166. Founded in 1947, Dreyfus manages one of the nation's
leading mutual fund complexes, with more than $110 billion in more than 160
mutual fund portfolios. Dreyfus is the mutual fund business of Mellon Bank
Corporation, a broad-based financial services company with a bank at its core.
With more than $350 billion of assets under management and $1.7 trillion of
assets under administration and custody, Mellon provides a full range of
banking, investment and trust products and services to individuals, businesses
and institutions. Its mutual fund companies place Mellon as the leading bank
manager of mutual funds. Mellon is headquartered in Pittsburgh, Pennsylvania.
The Dreyfus asset management philosophy is based on the belief that discipline
and consistency are important to investment success. For each fund, the firm
seeks to establish clear guidelines for portfolio management and to be
systematic in making decisions. This approach is designed to provide each fund
with a distinct, stable identity.
Paul A. LaRocco has managed the fund since April 1998. He has been employed by
Dreyfus since April 1998 and, since March 1998, as a Vice President of
Investments of Founders Asset Management LLC, an affiliate of The Dreyfus
Corporation. For the previous five years, Mr. LaRocco was a Vice President and
Portfolio Manager with Oppenheimer Funds, Inc.
The Fund is currently a defendant in two litigations. One action is pending in
New York State Supreme Court, County of New York and was instituted on August
25, 1998 by David M. Schoenfeld, on behalf of himself and others who were
shareholders in the Fund between August 1, 1995 and June 8, 1998. He brings the
action against the Fund, The Dreyfus Corporation, Michael L. Schonberg and the
Fund' s Board members. Plaintiff alleges that Michael L. Schonberg, the Fund's
primary portfolio manager prior to April 1998, invested Fund assets in
securities which did not meet the Fund's purported criteria for "growth stocks,"
and that Mr. Schonberg engaged in a mutually beneficial scheme with a
broker/dealer which resulted in artificial gains for certain securities in which
the Fund invested. Finally, the plaintiff claims that the Fund improperly
invested in securities that Mr. Schonberg had previously invested in. Plaintiff
seeks compensatory damages, and costs and expenses for pursuing this litigation.
On October 30, 1998, defendants filed a motion to dismiss.
The other action is pending in the United States District Court, Southern
District of New York. The action was consolidated on November 12, 1998 from a
number of complaints brought by persons and entities, on behalf of themselves
and others who were shareholders of the Fund and Dreyfus Aggressive Growth Fund
(collectively, the "Funds" ) between November 1, 1995 and June 8, 1998.
Plaintiffs have also named as defendants the Company, Dreyfus Growth and Value
Funds, Inc., The Dreyfus Corporation and Michael L. Schonberg. Plaintiffs allege
Mr. Schonberg used his position as primary portfolio manager of the Funds to
purchase stocks for the Funds that he and his acquaintances had previously
purchased for themselves; the Funds violated their own purported investment
policy by failing to invest in "growth" and "capital appreciation" stocks; and
the defendants disseminated false and misleading information regarding the
nature of the stocks that would be purchased for the Funds' portfolios, as well
as The Dreyfus Corporation's research capabilities and general oversight of the
Funds' investments. The plaintiffs seek, among other relief, rescissory or
compensatory damages. This action is at an early stage and to date, none of the
defendants have moved against or answered the complaint.
Concepts to understand
YEAR 2000 ISSUES: the fund could be adversely affected if the computer systems
used by Dreyfus and the fund's other service providers do not properly process
and calculate date-related information from and after January 1, 2000.
While year 2000-related computer problems could have a negative effect on the
fund, Dreyfus is working to avoid such problems and to obtain assurances from
service providers that they are taking similar steps.
The Fund 5
<PAGE 5>
FINANCIAL HIGHLIGHTS
The following tables describe the performance of each share class for the fiscal
periods indicated. "Total return" shows how much your investment in the fund
would have increased (or decreased) during each period, assuming you had
reinvested all dividends and distributions. These figures have been
independently audited by Ernst & Young LLP, whose report, along with the fund's
financial statements, is included in the annual report.
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
CLASS A 1998 1997 1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PER-SHARE DATA ($)
Net asset value, beginning of period 15.94 14.81 16.31 15.35 18.53
Investment operations: Investment income (loss) -- net (.12)(1) (.33) (.12) .40 .40
Net realized and unrealized gain (loss) on investments (8.66) 1.46 .01 1.23 (.56)
Total from investment operations (8.78) 1.13 (.11) 1.63 (.16)
Distributions: Dividends from investment income -- net -- -- (.28) (.44) (.80)
Dividends from net realized gain on investments -- -- (1.11) (.23) (2.22)
Total distributions -- -- (1.39) (.67) (3.02)
Net asset value, end of period 7.16 15.94 14.81 16.31 15.35
Total return (%)(2) (55.08) 7.63 (.71) 11.21 (1.50)
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) 1.24 1.20 1.11 1.03 1.03
Ratio of interest expense, loan commitment fees
and dividends on securities sold short to average net assets (%) .19 .47 .39 .08 .09
Ratio of net investment income (loss) to average net assets (%) (1.04) (1.44) (.66) 2.55 2.10
Portfolio turnover rate (%) 106.58 76.28 131.43 298.60 158.05
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 120,782 405,599 480,638 572,077 570,360
(1) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.
(2) EXCLUSIVE OF SALES LOAD.
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
CLASS B 1998 1997 1996(1)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PER-SHARE DATA ($)
Net asset value, beginning of period 15.74 14.73 14.84
Investment operations: Investment (loss) -- net (.22)(2) (.22) (.10)
Net realized and unrealized gain (loss) on investments (8.51) 1.23 (.01)
Total from investment operations (8.73) 1.01 (.11)
Net asset value, end of period 7.01 15.74 14.73
Total return (%)(3) (55.46) 6.86 (.74)(4)
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) 2.09 1.95 1.47(4)
Ratio of interest expense and loan commitment fees to average net assets (%) .19 .43 .49(4)
Ratio of net investment (loss) to average net assets (%) (1.89) (2.22) (1.40)(4)
Portfolio turnover rate (%) 106.58 76.28 131.43
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 94 276 13
(1) FROM JANUARY 3, 1996 (COMMENCEMENT OF INITIAL OFFERING) TO SEPTEMBER 30, 1996.
(2) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.(
(3) EXCLUSIVE OF SALES LOAD.
(4) NOT ANNUALIZED.
6
</TABLE>
<TABLE>
<CAPTION>
<PAGE 6>
YEAR ENDED SEPTEMBER 30
CLASS C 1998 1997 1996(1)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PER-SHARE DATA ($)
Net asset value, beginning of period 15.76 14.83 14.84
Investment operations: Investment (loss) -- net (.18)(2) (.37)(2) (.24)(2)
Net realized and unrealized gain (loss) on investments (8.52) 1.30 .23
Total from investment operations (8.70) .93 (.01)
Net asset value, end of period 7.06 15.76 14.83
Total return (%)(3) (55.20) 6.27 (.07)(4)
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) 2.39 1.99 1.42(4)
Ratio of interest expense and loan commitment fees to average net assets (%) .07 .53 .47(4)
Ratio of net investment (loss) to average net assets (%) (1.90) (2.37) (1.32)(4)
Portfolio turnover rate (%) 106.58 76.28 131.43
Net assets, end of period ($ x 1,000) 20 2 1
(1) FROM JANUARY 3, 1996 (COMMENCEMENT OF INITIAL OFFERING) TO SEPTEMBER 30, 1996.
(2) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.
(3) EXCLUSIVE OF SALES LOAD.
(4) NOT ANNUALIZED.
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
CLASS R 1998 1997 1996(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PER-SHARE DATA ($)
Net asset value, beginning of period 16.02 14.84 14.84
Investment operations: Investment (loss) -- net (.15)(2) (.10) (.02)
Net realized and unrealized gain (loss) on investments (8.71) 1.28 .02
Total from investment operations (8.86) 1.18 --
Net asset value, end of period 7.16 16.02 14.84
tal return (%) (55.31) 7.95 --
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) 1.57 .76 .73(3)
Ratio of interest expense and loan commitment fees to average net assets (%) .16 .30 .35(3)
Ratio of net investment (loss) to average net assets (%) (1.30) (.90) (.56)(3)
Portfolio turnover rate (%) 106.58 76.28 131.43
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 9 15 5
(1) FROM JANUARY 3, 1996 (COMMENCEMENT OF INITIAL OFFERING) TO SEPTEMBER 30, 1996.
(2) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.(
(3) NOT ANNUALIZED.
</TABLE>
The Fund 7
<PAGE 7>
Your Investment
ACCOUNT POLICIES
THE DREYFUS PREMIER FUNDS are designed primarily for people who are investing
through a third party, such as a bank, broker-dealer or financial adviser, or in
a 401(k) or other retirement plan. Third parties with whom you open a fund
account may impose policies, limitations and fees which are different from
those described here. Consult your financial representative for more
information.
YOU WILL NEED TO CHOOSE A SHARE CLASS before making your initial investment. In
making your choice, you should weigh the impact of all potential costs over the
length of your investment, including sales charges and annual fees. For example,
in some cases, it can be more economical to pay an initial sales charge than to
choose a class with no initial sales charge but higher annual fees.
(pound)Class A shares can be the most cost-effective choice, if you are
investing for the long term, especially if you are investing $50,000 or more.
(pound)Class B shares can make sense if you have a long time horizon and are
investing less than $50,000.
(pound) Class C shares may be appropriate if you have a shorter or less certain
time horizon and are investing less than $50,000.
(pound) Class R shares are designed for eligible institu-
tions on behalf of their clients. Individuals may not purchase these shares
directly.
Share class charges
EACH SHARE CLASS has its own fee structure. In some cases, you may not have to
pay a sales charge to buy or sell shares. Contact your financial representative
to see if this may apply to you. Shareholders owning shares on or prior to
November 30, 1996, may be eligible for lower sales loads.
- --------------------------------------------------------------------------------
Sales charges
<TABLE>
<CAPTION>
CLASS A -- CHARGED WHEN YOU BUY SHARES
Sales charge Sales charge as
deducted as a % a % of your
Your investment of offering price net investment
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Up to $49,999 5.75% 6.10%
$50,000 -- $99,999 4.50% 4.70%
$100,000 -- $249,999 3.50% 3.60%
$250,000 -- $499,999 2.50% 2.60%
$500,000 -- $999,999 2.00% 2.00%
$1 million or more* 0.00% 0.00%
</TABLE>
* A 1.00% contingent deferred sales charge may be charged on any shares sold
within one year of purchase (except shares bought through reinvestment).
Class A shares also carry an annual Rule 12b-1 fee of 0.25% of the class's
average daily net assets.
- --------------------------------------------------------------------------------
CLASS B -- CHARGED WHEN YOU SELL SHARES
Contingent deferred sales charge
Time since you bought as a % of your initial investment or
the shares you are selling your redemption (whichever is less)
- --------------------------------------------------------------------------------
Up to 2 years 4.00%
2 -- 4 years 3.00%
4 -- 5 years 2.00%
5 -- 6 years 1.00%
More than 6 years Shares will automatically
convert to Class A
Class B shares also carry an annual Rule 12b-1 fee of 0.75% of the class's
average daily net assets.
- --------------------------------------------------------------------------------
CLASS C -- CHARGED WHEN YOU SELL SHARES
A 1.00% CDSC is imposed on redemptions made within the first year of purchase.
Class C shares also carry an annual Rule 12b-1 fee of 0.75% of the class's
average daily net assets.
- --------------------------------------------------------------------------------
CLASS R -- NO SALES LOAD OR RULE 12B-1 FEES
Reduced Class A sales charge
LETTER OF INTENT: lets you purchase Class A shares over a 13-month period and
receive the same sales charge as if all shares had been purchased at once.
RIGHT OF ACCUMULATION: lets you add the value of any Class A shares you already
own to the amount of your next Class A investment for purposes of calculating
the sales charge.
CONSULT THE STATEMENT OF ADDITIONAL INFORMATION (SAI) OR YOUR FINANCIAL
REPRESENTATIVE FOR MORE DETAILS.
8
<PAGE 8>
Buying shares
THE NET ASSET VALUE (NAV) of each class is generally calculated as of the close
of trading on the New York Stock Exchange ("NYSE") (usually 4:00 p.m. Eastern
time) every day the exchange is open. Your order will be priced at the NAV next
calculated after your order is accepted by the fund's transfer agent. The fund's
investments are valued based on market value or, where market quotations are not
readily available, based on fair value as determined in good faith by the fund's
board.
ORDERS RECEIVED BY DEALERS by the close of trading on the NYSE and transmitted
to the distributor or its designee by the close of its business day (normally 5:
15 p.m. Eastern time) will be based on the NAV determined as of the close of
trading on the NYSE that day.
- --------------------------------------------------------------------------------
Minimum investments
Initial Additional
- --------------------------------------------------------------------------------
REGULAR ACCOUNTS $1,000 $100; $500 FOR
TELETRANSFER INVESTMENTS
TRADITIONAL IRAS $750 NO MINIMUM
SPOUSAL IRAS $750 NO MINIMUM
ROTH IRAS $750 NO MINIMUM
EDUCATION IRAS $500 NO MINIMUM
AFTER THE FIRST YEAR
DREYFUS AUTOMATIC $100 $100
INVESTMENT PLANS
All investments must be in U.S. dollars. Third-party checks cannot be accepted.
You may be charged a fee for any check that does not clear. Maximum TeleTransfer
purchase is $150,000 per day.
Concepts to understand
NET ASSET VALUE (NAV): the market value of one share, computed by dividing the
total net assets of a fund or class by its shares outstanding. The fund's Class
A shares are offered to the public at NAV plus a sales charge. Classes B, C and
R are offered at NAV, but may be subject to higher annual operating fees and a
sales charge upon redemption.
Selling shares
YOU MAY SELL SHARES AT ANY TIME through your financial representative, or you
can contact the fund directly. Your shares will be sold at the next NAV
calculated after your order is accepted by the fund's transfer agent. Any
certificates representing fund shares being sold must be returned with your
redemption request. Your order will be processed promptly and you will generally
receive the proceeds within a week.
TO KEEP YOUR CDSC AS LOW AS POSSIBLE, each time you request to sell shares we
will first sell shares that are not subject to a CDSC, and then those subject to
the lowest charge. The CDSC is based on the lesser of the original purchase cost
or the current market value of the shares being sold, and is not charged on
shares you acquired by reinvesting your dividends. Certain investors may qualify
to have the CDSC waived. Consult your financial representative or the SAI for
details.
BEFORE SELLING RECENTLY PURCHASED SHARES, please note that if the fund has not
yet collected payment for the shares you are selling, it may delay sending the
proceeds until it has collected payment, which may take up to eight business
days.
Written sell orders
Some circumstances require written sell orders along with signature guarantees.
These include:
(pound) amounts of $1,000 or more on accounts whose address has been changed
within the last 30 days
(pound) requests to send the proceeds to a different payee or address
Written sell orders of $100,000 or more must also be signature guaranteed.
A SIGNATURE GUARANTEE helps protect against fraud. You can obtain one from most
banks or securities dealers, but not from a notary public. For joint accounts,
each signature must be guaranteed. Please call us to ensure that your signature
guarantee will be processed correctly.
Your Investment 9
<PAGE 9>
ACCOUNT POLICIES (CONTINUED)
General policies
IF YOUR ACCOUNT FALLS BELOW $500, the fund may ask you to increase your balance.
If it is still below $500 after 45 days, the fund may close your account and
send you the proceeds.
UNLESS YOU DECLINE TELEPHONE PRIVILEGES on your application, you may be
responsible for any fraudulent telephone order as long as Dreyfus takes
reasonable measures to verify the order.
THE FUND RESERVES THE RIGHT TO:
(pound) refuse any purchase or exchange request that could adversely affect the
fund or its operations, including those from any individual or group who, in the
fund' s view, is likely to engage in excessive trading (usually defined as more
than four exchanges out of the fund within a calendar year)
(pound)refuse any purchase or exchange request in excess of 1% of the fund's
total assets
(pound)change or discontinue its exchange privilege, or temporarily suspend
this privilege during unusual market conditions
(pound) change its minimum investment amounts
(pound)delay sending out redemption proceeds for up to seven days (generally
applies only in cases of very large redemptions, excessive trading or during
unusual market conditions)
The fund also reserves the right to make a "redemption in kind" -- payment in
portfolio securities rather than cash -- if the amount you are redeeming is
large enough to affect fund operations (for example, if it represents more than
1% of the fund's assets).
DISTRIBUTIONS AND TAXES
THE FUND GENERALLY PAYS ITS SHAREHOLDERS dividends from its net investment
income, and distributes any net capital gains that it has realized once a year.
Each share class will generate a different dividend because each has different
expenses. Your distributions will be reinvested in the fund unless you instruct
the fund otherwise. There are no fees or sales charges on reinvestments.
FUND DIVIDENDS AND DISTRIBUTIONS ARE TAXABLE to most investors (unless your
investment is in an IRA or other tax-advantaged account). The tax status of any
distribution is the same regardless of how long you have been in the fund and
whether you reinvest your distributions or take them in cash. In general,
distributions are taxable as follows:
- --------------------------------------------------------------------------------
Taxability of distributions
Type of Tax rate for Tax rate for
distribution 15% bracket 28% bracket or above
- --------------------------------------------------------------------------------
INCOME ORDINARY ORDINARY
DIVIDENDS INCOME RATE INCOME RATE
SHORT-TERM ORDINARY ORDINARY
CAPITAL GAINS INCOME RATE INCOME RATE
LONG-TERM
CAPITAL GAINS 10% 20%
Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.
Taxes on transactions
Except between tax-deferred accounts, any sale or exchange of fund shares may
generate a tax liability. Of course, withdrawals or distributions from
tax-deferred accounts are taxable when received.
The table above can provide a guide for potential tax liability when selling or
exchanging fund shares. "Short-term capital gains" applies to fund shares sold
up to 12 months after buying them. "Long-term capital gains" applies to shares
sold after 12 months.
10
<PAGE 10>
SERVICES FOR FUND INVESTORS
THE THIRD PARTY THROUGH WHOM YOU PURCHASED fund shares may impose different
restrictions on these services and privileges offered by the fund, or may not
make them available at all. Consult your financial representative for more
information on the availability of these services and privileges.
Automatic services
BUYING OR SELLING SHARES AUTOMATICALLY is easy with the services described
below. With each service, you select a schedule and amount, subject to certain
restrictions. You can set up most of these services with your application, or by
calling your financial representative or 1-800-554-4611.
- --------------------------------------------------------------------------------
For investing
DREYFUS AUTOMATIC For making automatic investments
ASSET BUILDER((reg.tm)) from a designated bank account.
DREYFUS GOVERNMENT For making automatic investments
DIRECT DEPOSIT from your federal employment,
PRIVILEGE Social Security or other regular
federal government check.
DREYFUS DIVIDEND For automatically reinvesting the
SWEEP dividends and distributions from
one Dreyfus fund into another
(not available for IRAs).
- --------------------------------------------------------------------------------
For exchanging shares
DREYFUS AUTO- For making regular exchanges
EXCHANGE PRIVILEGE from one Dreyfus fund into
another.
- --------------------------------------------------------------------------------
For selling shares
DREYFUS AUTOMATIC For making regular withdrawals
WITHDRAWAL PLAN from most Dreyfus funds. There will be no CDSC
on Class B shares, as long as the amounts
withdrawn do not exceed 12% annually of the
account value at the time the shareholder elects
to participate in the plan.
Exchange privilege
YOU CAN EXCHANGE SHARES WORTH $500 OR MORE (no minimum for retirement accounts)
from one class of the fund into the same class of another Dreyfus Premier fund.
You can request your exchange by contacting your financial representative. Be
sure to read the current prospectus for any fund into which you are exchanging
before investing. Any new account established through an exchange will have the
same privileges as your original account (as long as they are available). There
is currently no fee for exchanges, although you may be charged a sales load when
exchanging into any fund that has one.
TeleTransfer privilege
TO MOVE MONEY BETWEEN YOUR BANK ACCOUNT and your Dreyfus fund account with a
phone call, use the TeleTransfer privilege. You can set up TeleTransfer on your
account by providing bank account information and following the instructions on
your application, or contact your financial representative.
Reinvestment privilege
UPON WRITTEN REQUEST, YOU CAN REINVEST up to the number of Class A or B shares
you redeemed within 45 days of selling them at the current share price without
any sales charge. If you paid a CDSC, it will be credited back to your account.
This privilege may be used only once.
Account statements
EVERY FUND INVESTOR automatically receives regular account statements. You'll
also be sent a yearly statement detailing the tax characteristics of any
dividends and distributions you have received.
Your Investment 11
<PAGE 11>
INSTRUCTIONS FOR REGULAR ACCOUNTS
TO OPEN AN ACCOUNT
In Writing
Complete the application.
Mail your application and a check to:
Name of Fund
P.O. Box 6587, Providence, RI 02940-6587 Attn: Institutional Processing
TO ADD TO AN ACCOUNT
Fill out an investment slip, and write your account number on your check.
Mail the slip and the check to: Name of Fund P.O. Box 6587, Providence, RI
02940-6587 Attn: Institutional Processing
By Telephone
WIRE Have your bank send your
investment to The Bank of New York, with these instructions:
* ABA# 021000018
* DDA# 8900119276
* the fund name
* the share class
* your Social Security or tax ID number
* name(s) of investor(s)
* dealer number if applicable
Call us to obtain an account number. Return your application with the account
number on the application.
WIRE Have your bank send your investment to The Bank of New York, with these
instructions:
* ABA# 021000018
* DDA# 8900119276
* the fund name
* the share class
* your account number
* name(s) of investor(s)
* dealer number if applicable
ELECTRONIC CHECK Same as wire, but before your account number insert "1111"
TELETRANSFER Request TeleTransfer on your application. Call us to request your
transaction.
Automatically
WITH AN INITIAL INVESTMENT Indicate on your application which automatic
service(s) you want. Return your application with your investment.
ALL SERVICES Call us or your financial representative to request a form to add
any automatic investing service (see "Services for Fund Investors"). Complete
and return the form along with any other required materials.
TO SELL SHARES
Write a letter of instruction that includes:
* your name(s) and signature(s)
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds
Obtain a signature guarantee or other documentation, if required (see page 9).
Mail your request to: The Dreyfus Family of Funds P.O. Box 6587, Providence, RI
02940-6587 Attn: Institutional Processing
WIRE Call us or your financial representative to request your transaction. Be
sure the fund has your bank account information on file. Proceeds will be wired
to your bank.
TELETRANSFER Call us or your financial representative to request your
transaction. Be sure the fund has your bank account information on file.
Proceeds will be sent to your bank by electronic check.
CHECK Call us or your financial representative to request your transaction. A
check will be sent to the address of record.
AUTOMATIC WITHDRAWAL PLAN Call us or your financial representative to request a
form to add the plan. Complete the form, specifying the amount and frequency of
withdrawals you would like.
To open an account, make subsequent investments or to sell shares, please
contact your financial representative or call toll free in the U.S.
1-800-554-4611. Make checks payable to: THE DREYFUS FAMILY OF FUNDS
Concepts to understand
WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers. Wire redemptions from the fund are subject to a
$1,000 minimum.
ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.
12
<PAGE 12>
INSTRUCTIONS FOR IRAS
TO OPEN AN ACCOUNT
In Writing
Complete an IRA application, making sure to specify the fund name and to
indicate the year the contribution is for.
Mail your application and a check to:
The Dreyfus Trust Company P.O. Box 6427, Providence, RI 02940-6427
TO ADD TO AN ACCOUNT
Fill out an investment slip, and write your account number on your check.
Indicate the year the contribution is for.
Mail in the slip and the check to: The Dreyfus Trust Company P.O. Box 6427,
Providence, RI 02940-6427
By Telephone
WIRE Have your bank send your investment to The Bank of New York, with these
instructions:
* DDA# 8900119276
* the fund name
* the share class * your account number
* name of investor
* the contribution year
* dealer number if applicable
ELECTRONIC CHECK Same as wire, but before your account number insert "1111".
Automatically
ALL SERVICES Call us or your financial representative to request a form to add
any automatic investing service (see "Services for Fund Investors"). Complete
and return the form along with any other required materials. All contributions
will count as current year.
TO SELL SHARES
Write a letter of instruction that includes:
* your name and signature
* your account number and fund name
* the dollar amount you want to sell
* how and where to send the proceeds
* whether the distribution is qualified or premature
* whether the 10% TEFRA should be withheld
Obtain a signature guarantee or other documentation, if required (see page 9).
Mail in your request to: The Dreyfus Trust Company P.O. Box 6427, Providence,
RI 02940-6427
SYSTEMATIC WITHDRAWAL PLAN Call us to request instructions to establish the
plan.
For information and assistance, contact your financial representative or call
toll free in the U.S. 1-800-554-4611. Make checks payable to: THE DREYFUS TRUST
COMPANY, CUSTODIAN
Your Investment 13
<PAGE 13>
For More Information
Dreyfus Premier Aggressive Growth Fund
A Series of The Dreyfus Premier Equity Funds, Inc.
- --------------------------------------
SEC file number: 811-2488
More information on this fund is available free upon request, including the
following:
Annual/Semiannual Report
Describes the fund's performance, lists portfolio holdings and contains a letter
from the fund's manager discussing recent market conditions, economic trends
and fund strategies that significantly affected the fund's performance during
the last fiscal year.
Statement of Additional Information (SAI)
Provides more details about the fund and its policies. A current SAI is on file
with the Securities and Exchange Commission (SEC) and is incorporated by
reference (is legally considered part of this prospectus).
To obtain information:
BY TELEPHONE Call your financial representative or 1-800-554-4611
BY MAIL Write to: The Dreyfus Premier Family of Funds 144 Glenn Curtiss
Boulevard Uniondale, NY 11556-0144
ON THE INTERNET Text-only versions of fund documents can be viewed online or
downloaded from: http://www.sec.gov
You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 1-800-SEC-0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009.
(c) 1999, Dreyfus Service Corporation 009P0299
<PAGE>
[Application p 1 here]
<PAGE>
[Application p 2 here]
<PAGE>
Dreyfus Premier Emerging Markets Fund
Investing in emerging markets for long-term capital growth
PROSPECTUS February 1, 1999
(reg.tm)
As with all mutual funds, the Securities and Exchange Commission doesn't
guarantee that the information in this prospectus is accurate or complete, nor
has it approved or disapproved these securities. It is a criminal offense to
state otherwise.
As with all mutual funds, the Securities and Exchange Commission doesn't
guarantee that the information in this prospectus is accurate or complete, nor
has it approved or disapproved these securities. It is a criminal offense to
state otherwise.
<PAGE>
The Fund
Dreyfus Premier Emerging Markets Fund
---------------------------------
Ticker Symbols CLASS A: XXXXX
CLASS B: XXXXX
CLASS C: XXXXX
CLASS R: XXXXX
The Fund
- --------------------------------------------------------------------------------
Goal/Approach 2
Main Risks 3
Past Performance 3
Expenses 4
Management 5
Financial Highlights 6
Your Investment
- --------------------------------------------------------------------------------
Account Policies 8
Distributions and Taxes 10
Services for Fund Investors 11
Instructions for Regular Accounts 12
Instructions for IRAs 13
For More Information
- --------------------------------------------------------------------------------
INFORMATION ON THE FUND'S RECENT STRATEGIES AND HOLDINGS CAN BE FOUND IN THE
CURRENT ANNUAL/SEMIANNUAL REPORT. SEE BACK COVER.
GOAL/APPROACH
The fund seeks long-term capital growth. To achieve this goal, the fund invests
primarily in the stocks of companies organized, or with a majority of its assets
or business, in emerging market countries. Normally, the fund will not invest
more than 25% of its total assets in the securities of companies in any one
emerging market country. The fund may invest up to 35% of its net assets in high
yield debt securities rated below investment grade.
In choosing stocks, the fund employs a top-down country allocation approach
which involves identifying and forecasting: key trends in global economic
variables, such as gross domestic product, inflation and interest rates;
investment themes, such as the impact of new technologies and the globalization
of industries and brands; relative values of equity securities, bonds and cash;
and long-term trends in currency movements.
Within countries and sectors determined to be relatively attractive, the fund
seeks what it believes to be attractively priced companies that possess a
sustainable competitive advantage in their country or sector. The fund will sell
securities when themes or strategies change or when the fund determines that the
company's prospects have changed or if the fund believes that the company's
stock is fully valued by the market.
Concepts to understand
EMERGING MARKET COUNTRIES: consist of all countries represented by the Morgan
Stanley Capital International Emerging Markets (Free) Index, which currently
includes Argentina, Brazil, Chile, China, Colombia, the Czech Republic, Egypt,
Greece, Hungary, India, Indonesia, Israel, Jordan, Korea, Malaysia, Mexico,
Morocco, Pakistan, Peru, Philippines, Poland, Russia, Sri Lanka, South Africa,
Taiwan, Thailand, Turkey and Venezuela.
<PAGE>
MAIN RISKS
The stock markets of emerging market countries can be extremely volatile. The
value of your investment in the fund will go up and down, sometimes
dramatically, which means that you could lose money.
The fund's performance will be influenced by political, social and economic
factors affecting companies in emerging markets countries. These risks include
changes in currency exchange rates, a lack of adequate company information,
political instability, differing auditing and legal standards, and less diverse
and mature economic structures.
High yield ("junk") bonds involve greater credit risk, including the risk of
default, than investment grade bonds. They tend to be more volatile in price and
less liquid and are considered speculative.
Under adverse market conditions, the fund could invest some or all of its assets
in money market securities. Although the fund would do this only in seeking to
avoid losses, it could reduce the benefit from any upswing in the market.
Other potential risks
The fund may invest in derivative securities, such as options and futures, and
foreign currencies. It may also sell short. These practices are used primarily
to hedge the fund's portfolio but also to increase returns. There is the risk
that such practices may reduce returns or increase volatility. Derivatives can
be illiquid and a small investment in certain derivatives could have a
potentially large impact on the fund's performance.
At times, the fund may engage in short-term trading, which could produce higher
brokerage costs and taxable distributions.
The fund can buy securities with borrowed money (a form of leverage), which
could have the effect of magnifying the fund's gains or losses.
The fund is non-diversified and may invest a greater percentage of its assets in
a particular company compared with other funds. Accordingly, the fund's
portfolio may be more sensitive to changes in the market value of a single
company or industry.
PAST PERFORMANCE
Since the fund has less than one calendar year of performance, past performance
information is not included. For performance as of the end of the fiscal year,
please refer to the Statement of Additional Information (SAI).
What this fund is -- and isn't
This fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives to
reach its stated goal, although as with all mutual funds, it cannot offer
guaranteed results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.
The Fund
<PAGE 3>
EXPENSES
As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the tables below.
<TABLE>
<CAPTION>
Fee table
CLASS A CLASS B CLASS C CLASS R
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION FEES (FEES PAID FROM YOUR ACCOUNT)
Maximum sales charge on purchases
AS A % OF OFFERING PRICE 5.75 NONE NONE NONE
Maximum deferred sales charge (CDSC)
AS A % OF PURCHASE OR SALE PRICE, WHICHEVER IS LESS NONE* 4.00 1.00 NONE
Maximum account fee
CHARGED ONLY TO REGULAR ACCOUNTS WITH BALANCES BELOW $2,000
(SEE "YOUR INVESTMENT--ACCOUNT POLICIES") $12 $12 $12 $12
- ------------------------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (EXPENSES PAID FROM FUND ASSETS)
% OF AVERAGE DAILY NET ASSETS
Management fees 1.25 1.25 1.25 1.25
12b-1 fee NONE .75 .75 NONE
Shareholder services fee .25 .25 .25 NONE
Other expenses X.XX X.XX X.XX X.XX
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL X.XX X.XX X.XX X.XX
* SHARES BOUGHT WITHOUT AN INITIAL SALES CHARGE AS PART OF AN INVESTMENT OF $1
MILLION OR MORE MAY BE CHARGED A CDSC OF 1.00% IF REDEEMED WITHIN ONE YEAR.
</TABLE>
Expense example
1 Year 3 Years
- --------------------------------------------------------------------------------
CLASS A $XXX $XXX
CLASS B
WITH REDEMPTION $XXX $XXX
WITHOUT REDEMPTION $XXX $XXX
CLASS C
WITH REDEMPTION $XXX $XXX
WITHOUT REDEMPTION $XXX
CLASS R $XXX $XXX
This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only.
Concepts to understand
MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of its operation.
12B-1 FEE: the fee paid to Premier Mutual Fund Services, Inc., the fund's
distributor for shareholder service and promotional expenses. Because this fee
is paid out of the fund's assets on an ongoing basis, over time it will increase
the cost of your investment and may cost you more than paying other types of
sales charges.
SHAREHOLDER SERVICES FEE: a fee paid to the fund's distributor for shareholder
account service and maintenance.
OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.
<PAGE 4>
MANAGEMENT
The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue,
New York, New York 10166. Founded in 1947, Dreyfus manages one of the nation's
leading mutual fund complexes, with more than $110 billion in more than 160
mutual fund portfolios. Dreyfus is the mutual fund business of Mellon Bank
Corporation, a broad-based financial services company with a bank at its core.
With more than $350 billion of assets under management and $1.7 trillion of
assets under administration and custody, Mellon provides a full range of
banking, investment and trust products and services to individuals, businesses
and institutions. Its mutual fund companies place Mellon as the leading bank
manager of mutual funds. Mellon is headquartered in Pittsburgh, Pennsylvania.
Management philosophy
The Dreyfus asset management philosophy is based on the belief that discipline
and consistency are important to investment success. For each fund, the firm
seeks to establish clear guidelines for portfolio management and to be
systematic in making decisions. This approach is designed to provide each fund
with a distinct, stable identity.
Portfolio manager
The fund's primary managers are Daniel Beneat and Ronald Chapman. Mr. Beneat
joined Dreyfus in May 1996. For the three previous years, he was a Vice
President and portfolio manager at UBS Asset Management (NY) Inc. Mr. Chapman
joined Dreyfus in January 1996. For the previous ten years, he was Vice
President of the Global Strategy and Management Group for Northern Trust
Company.
Concepts to understand
YEAR 2000 ISSUES: the fund could be adversely affected if the computer systems
used by Dreyfus and the fund's other service providers do not properly process
and calculate date-related information from and after January 1, 2000.
While year 2000-related computer problems could have a negative effect on the
fund, Dreyfus is working to avoid such problems and to obtain assurances from
service providers that they are taking similar steps.
The Fund
<PAGE 5>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
The following tables describe the performance of each share class for the fiscal
period indicated. "Total return" shows how much your investment in the fund
would have increased (or decreased) during each period, assuming you had
reinvested all dividends and distributions. These figures have been
independently audited by Ernst & Young LLP, whose report, along with the fund's
financial statements, is included in the annual report.
PERIOD FROM MARCH 31, 1998
THROUGH SEPTEMBER 30,
CLASS A 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
PER-SHARE DATA ($)
Net asset value, beginning of period 12.50
Investment operations: Investment income (loss) -- net .04
Net realized and unrealized gain (loss) on investments (5.30)
Total from investment operations (5.26)
Net asset value, end of period 7.24
Total return (%)(2) (42.08)(3)
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%)(2) 1.15
Ratio of net investment income (loss) to average net assets (%)(2) .35
Decrease reflected in above expense ratios due to actions by Dreyfus (%)(2)
2.44
Portfolio turnover rate (%)(2) 234.00
Net assets, end of period ($ x 1,000) 822
YEAR ENDED
SEPTEMBER 30,
CLASS B 1998
- ------------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Net asset value, beginning of period 12.50
Investment operations: Investment income (loss) -- net .00(1)
Net realized and unrealized gain (loss) on investments (5.29)
Total from investment operations (5.29)
Net asset value, end of period 7.21
Total return (%)(2) (42.32)(3)
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%)(2) 1.54
Ratio of net investment income (loss) to average net assets (%)(2) (.04)
Decrease reflected in above expense ratios due to actions by Dreyfus (%)(2)
2.48
Portfolio turnover rate (%)(2) 234.00
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 120
(1) AMOUNT REPRESENTS LESS THAN $.01 PER SHARE.
(2) NOT ANNUALIZED.
(3) EXCLUSIVE OF SALES LOAD.
6
<PAGE>
YEAR ENDED
SEPTEMBER 30,
CLASS C 1998
- ------------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Net asset value, beginning of period 12.50
Investment operations: Investment income (loss) -- net .00(1)
Net realized and unrealized gain (loss) on investments (5.29)
Total from investment operations (5.29)
Net asset value, end of period 7.21
Total return (%)(2) (42.32)(3)
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%)(2) 1.53
Ratio of net investment income (loss) to average net assets (%)(2) (.03)
Decrease reflected in above expense ratios due to actions by Dreyfus (%)(2)
2.43
Portfolio turnover rate (%)(2) 234.00
Net assets, end of period ($ x 1,000) 115
YEAR ENDED
SEPTEMBER 30,
CLASS R 1998
- ------------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Net asset value, beginning of period 12.50
Investment operations: Investment income (loss) -- net .05
Net realized and unrealized gain (loss) on investments (5.30)
Total from investment operations (5.25)
Net asset value, end of period 7.25
Total return (%)(2) (42.00)
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%)(2) 1.03
Ratio of net investment income (loss) to average net assets (%)(2) .47
Decrease reflected in above expense ratios due to actions by Dreyfus (%)(2)
2.44
Portfolio turnover rate (%)(2) 234.00
Net assets, end of period ($ x 1,000) 116
(1) AMOUNT REPRESENTS LESS THAN $.01 PER SHARE.
(2) NOT ANNUALIZED.
(3) EXCLUSIVE OF SALES LOAD.
</TABLE>
The Fund
<PAGE 7>
Your Investment
ACCOUNT POLICIES
THE DREYFUS PREMIER FUNDS are designed primarily for people who are investing
through a third party, such as a bank, broker-dealer or financial adviser, or in
a 401(k) or other retirement plan. Third parties with whom you open a fund
account may impose policies, limitations and fees which are different from
those described here. Consult your financial representative for more
information.
YOU WILL NEED TO CHOOSE A SHARE CLASS before making your initial investment. In
making your choice, you should weigh the impact of all potential costs over the
length of your investment, including sales charges and annual fees. For example,
in some cases, it can be more economical to pay an initial sales charge than to
choose a class with no initial sales charge but higher annual fees.
* Class A shares can be the most cost-effective choice, if you are
investing for the long term, especially if you are investing $50,000 or more.
* Class B shares can make sense if you have a long time horizon and are
investing less than $50,000.
* Class C shares may be appropriate if you have a shorter or less certain
time horizon and are investing less than $50,000.
* Class R shares are designed for eligible institutions on behalf of their
clients. Individuals may not purchase these shares
directly.
Share class charges
EACH SHARE CLASS has its own fee structure. In some cases, you may not have to
pay a sales charge to buy or sell shares. Contact your financial representative
or the SAI to see if this may apply to you.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Sales charges
CLASS A -- CHARGED WHEN YOU BUY SHARES
Sales charge Sales charge as
deducted as a % a % of your
Your investment of offering price net investment
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Up to $49,999 5.75% 6.10%
$50,000 -- $99,999 4.50% 4.70%
$100,000 -- $249,999 3.50% 3.60%
$250,000 -- $499,999 2.50% 2.60%
$500,000 -- $999,999 2.00% 2.00%
$1 million or more* 0.00% 0.00%
</TABLE>
* A 1.00% contingent deferred sales charge may be charged on any shares sold
within one year of purchase (except shares bought through reinvestment).
Class A shares also carry an annual Rule 12b-1 fee of 0.25% of the class's
average daily net assets.
- --------------------------------------------------------------------------------
CLASS B -- CHARGED WHEN YOU SELL SHARES
Contingent deferred sales charge
Time since you bought as a % of your initial investment or
the shares you are selling your redemption (whichever is less)
- --------------------------------------------------------------------------------
Up to 2 years 4.00%
2 -- 4 years 3.00%
4 -- 5 years 2.00%
5 -- 6 years 1.00%
More than 6 years Shares will automatically
convert to Class A
Class B shares also carry an annual Rule 12b-1 fee of 0.75% of the class's
average daily net assets.
- --------------------------------------------------------------------------------
CLASS C -- CHARGED WHEN YOU SELL SHARES
A 1.00% CDSC is imposed on redemptions made within the first year of purchase.
Class C shares also carry an annual Rule 12b-1 fee of 0.75% of the class's
average daily net assets.
- --------------------------------------------------------------------------------
CLASS R -- NO SALES LOAD OR RULE 12B-1 FEES
Reduced Class A sales charge
LETTER OF INTENT: lets you purchase Class A shares over a 13-month period and
receive the same sales charge as if all shares had been purchased at once.
RIGHT OF ACCUMULATION: lets you add the value of any Class A shares you already
own to the amount of your next Class A investment for purposes of calculating
the sales charge.
CONSULT THE STATEMENT OF ADDITIONAL INFORMATION (SAI) OR YOUR FINANCIAL
REPRESENTATIVE FOR MORE DETAILS.
<PAGE 8>
Buying shares
THE NET ASSET VALUE (NAV) of each class is generally calculated as of the close
of trading on the New York Stock Exchange ("NYSE") (usually 4:00 p.m. Eastern
time) every day the exchange is open. Your order will be priced at the NAV next
calculated after your order is accepted by the fund's transfer agent. The fund's
investments are valued based on market value or, where market quotations are not
readily available, based on fair value as determined in good faith by the fund's
board.
ORDERS RECEIVED BY DEALERS by the close of trading on the NYSE and transmitted
to the distributor or its designee by the close of its business day (normally 5:
15 p.m. Eastern time) will be based on the NAV determined as of the close of
trading on the NYSE that day.
- --------------------------------------------------------------------------------
Minimum investments
Initial Additional
- --------------------------------------------------------------------------------
REGULAR ACCOUNTS $1,000 $100; $500 FOR
TELETRANSFER INVESTMENTS
TRADITIONAL IRAS $750 NO MINIMUM
SPOUSAL IRAS $750 NO MINIMUM
ROTH IRAS $750 NO MINIMUM
EDUCATION IRAS $500 NO MINIMUM
AFTER THE FIRST YEAR
DREYFUS AUTOMATIC $100 $100
INVESTMENT PLANS
All investments must be in U.S. dollars. Third-party checks cannot be accepted.
You may be charged a fee for any check that does not clear. Maximum TeleTransfer
purchase is $150,000 per day.
Concepts to understand
NET ASSET VALUE (NAV): the market value of one share, computed by dividing the
total net assets of a fund or class by its shares outstanding. The fund's Class
A shares are offered to the public at NAV plus a sales charge. Classes B, C and
R are offered at NAV, but may be subject to higher annual operating fees and a
sales charge upon redemption.
Selling shares
YOU MAY SELL SHARES AT ANY TIME through your financial representative, or you
can contact the fund directly. Your shares will be sold at the next NAV
calculated after your order is accepted by the fund's transfer agent. Any
certificates representing fund shares being sold must be returned with your
redemption request. Your order will be processed promptly and you will generally
receive the proceeds within a week.
TO KEEP YOUR CDSC AS LOW AS POSSIBLE, each time you request to sell shares we
will first sell shares that are not subject to a CDSC, and then those subject to
the lowest charge. The CDSC is based on the lesser of the original purchase cost
or the current market value of the shares being sold, and is not charged on
shares you acquired by reinvesting your dividends. Certain investors may qualify
to have the CDSC waived. Consult your financial representative or the SAI for
details.
BEFORE SELLING RECENTLY PURCHASED SHARES, please note that if the fund has not
yet collected payment for the shares you are selling, it may delay sending the
proceeds until it has collected payment, which may take up to eight business
days.
Written sell orders
Some circumstances require written sell orders along with signature guarantees.
These include:
* amounts of $1,000 or more on accounts whose address has been changed
within the last 30 days
* requests to send the proceeds to a different payee or address
Written sell orders of $100,000 or more must also be signature guaranteed.
A SIGNATURE GUARANTEE helps protect against fraud. You can obtain one from most
banks or securities dealers, but not from a notary public. For joint accounts,
each signature must be guaranteed. Please call us to ensure that your signature
guarantee will be processed correctly.
Your Investment
<PAGE 9>
ACCOUNT POLICIES (CONTINUED)
General policies
IF YOUR ACCOUNT FALLS BELOW $500, the fund may ask you to increase your balance.
If it is still below $500 after 45 days, the fund may close your account and
send you the proceeds.
UNLESS YOU DECLINE TELEPHONE PRIVILEGES on your application, you may be
responsible for any fraudulent telephone order as long as Dreyfus takes
reasonable measures to verify the order.
THE FUND RESERVES THE RIGHT TO:
* refuse any purchase or exchange request that could adversely affect the
fund or its operations, including those from any individual or group who, in the
fund's view, is likely to engage in excessive trading (usually defined as more
than four exchanges out of the fund within a calendar year)
* refuse any purchase or exchange request in excess of 1% of the fund's
total assets
* change or discontinue its exchange privilege, or temporarily suspend
this privilege during unusual market conditions
* change its minimum investment amounts
* delay sending out redemption proceeds for up to seven days (generally
applies only in cases of very large redemptions, excessive trading or during
unusual market conditions)
The fund also reserves the right to make a "redemption in kind" -- payment in
portfolio securities rather than cash -- if the amount you are redeeming is
large enough to affect fund operations (for example, if it represents more than
1% of the fund's assets).
Fee for small accounts
To offset the relatively higher costs of servicing smaller accounts, the fund
charges regular accounts with balances below $2,000 an annual fee of $12. The
fee will be imposed during the fourth quarter of each calendar year.
The fee will be waived for any investor whose aggregate Dreyfus mutual fund
investments total at least $25,000; IRA accounts; accounts participating in
automatic investment programs; accounts opened through a financial institution.
DISTRIBUTIONS AND TAXES
THE FUND GENERALLY PAYS ITS SHAREHOLDERS dividends from its net investment
income, and distributes any net capital gains that it has realized once a year.
Each share class will generate a different dividend because each has different
expenses. Your distributions will be reinvested in the fund unless you instruct
the fund otherwise. There are no fees or sales charges on reinvestments.
FUND DIVIDENDS AND DISTRIBUTIONS ARE TAXABLE to most investors (unless your
investment is in an IRA or other tax-advantaged account). The tax status of any
distribution is the same regardless of how long you have been in the fund and
whether you reinvest your distributions or take them in cash. In general,
distributions are taxable as follows:
- --------------------------------------------------------------------------------
Taxability of distributions
Type of Tax rate for Tax rate for
distribution 15% bracket 28% bracket or above
- --------------------------------------------------------------------------------
INCOME ORDINARY ORDINARY
DIVIDENDS INCOME RATE INCOME RATE
SHORT-TERM ORDINARY ORDINARY
CAPITAL GAINS INCOME RATE INCOME RATE
LONG-TERM
CAPITAL GAINS 10% 20%
Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.
Taxes on transactions
Except between tax-deferred accounts, any sale or exchange of fund shares may
generate a tax liability. Of course, withdrawals or distributions from
tax-deferred accounts are taxable when received.
The table above can provide a guide for potential tax liability when selling or
exchanging fund shares. "Short-term capital gains" applies to fund shares sold
up to 12 months after buying them. "Long-term capital gains" applies to shares
sold after 12 months.
<PAGE 10>
SERVICES FOR FUND INVESTORS
THE THIRD PARTY THROUGH WHOM YOU PURCHASED fund shares may impose different
restrictions on these services and privileges offered by the fund, or may not
make them available at all. Consult your financial representative for more
information on the availability of these services and privileges.
Automatic services
BUYING OR SELLING SHARES AUTOMATICALLY is easy with the services described
below. With each service, you select a schedule and amount, subject to certain
restrictions. You can set up most of these services with your application, or by
calling your financial representative or 1-800-554-4611.
- --------------------------------------------------------------------------------
For investing
DREYFUS AUTOMATIC For making automatic investments
ASSET BUILDER((reg.tm)) from a designated bank account.
DREYFUS GOVERNMENT For making automatic investments
DIRECT DEPOSIT from your federal employment,
PRIVILEGE Social Security or other regular
federal government check.
DREYFUS DIVIDEND For automatically reinvesting the
SWEEP dividends and distributions from
one Dreyfus fund into another
(not available for IRAs).
- --------------------------------------------------------------------------------
For exchanging shares
DREYFUS AUTO- For making regular exchanges
EXCHANGE PRIVILEGE from one Dreyfus fund into
another.
- --------------------------------------------------------------------------------
For selling shares
DREYFUS AUTOMATIC For making regular withdrawals
WITHDRAWAL PLAN from most Dreyfus funds. There will be no CDSC
on Class B shares, as long as the amounts
withdrawn do not exceed 12% annually
of the account value at the time the
shareholder elects to participate in the plan.
Exchange privilege
YOU CAN EXCHANGE SHARES WORTH $500 OR MORE (no minimum for retirement accounts)
from one class of the fund into the same class of another Dreyfus Premier fund.
You can request your exchange by contacting your financial representative. Be
sure to read the current prospectus for any fund into which you are exchanging
before investing. Any new account established through an exchange will have the
same privileges as your original account (as long as they are available). There
is currently no fee for exchanges, although you may be charged a sales load when
exchanging into any fund that has one.
TeleTransfer privilege
TO MOVE MONEY BETWEEN YOUR BANK ACCOUNT and your Dreyfus fund account with a
phone call, use the TeleTransfer privilege. You can set up TeleTransfer on your
account by providing bank account information and following the instructions on
your application, or contact your financial representative.
Reinvestment privilege
UPON WRITTEN REQUEST, YOU CAN REINVEST up to the number of Class A or B shares
you redeemed within 45 days of selling them at the current share price without
any sales charge. If you paid a CDSC, it will be credited back to your account.
This privilege may be used only once.
Account statements
EVERY FUND INVESTOR automatically receives regular account statements. You'll
also be sent a yearly statement detailing the tax characteristics of any
dividends and distributions you have received.
Your Investment
<PAGE 11>
INSTRUCTIONS FOR REGULAR ACCOUNTS
TO OPEN AN ACCOUNT
In Writing
Complete the application.
Mail your application and a check to:
Name of Fund
P.O. Box 6587, Providence, RI 02940-6587
Attn: Institutional Processing
TO ADD TO AN ACCOUNT
Fill out an investment slip, and write your account number on your check.
Mail the slip and the check to: Name of Fund P.O. Box 6587, Providence, RI
02940-6587 Attn: Institutional Processing
By Telephone
WIRE Have your bank send your
investment to The Bank of New York, with these instructions:
* ABA# 021000018
* DDA#
* the fund name
* the share class
* your Social Security or tax ID number
* name(s) of investor(s)
* dealer number if applicable
Call us to obtain an account number. Return your application with the account
number on the application.
WIRE Have your bank send your investment to The Bank of New York, with these
instructions:
* ABA# 021000018
* DDA#
* the fund name
* the share class
* your account number
* name(s) of investor(s)
* dealer number if applicable
ELECTRONIC CHECK Same as wire, but before your account number insert "1111"
TELETRANSFER Request TeleTransfer on your application. Call us to request your
transaction.
Automatically
WITH AN INITIAL INVESTMENT Indicate on your application which automatic
service(s) you want. Return your application with your investment.
ALL SERVICES Call us or your financial representative to request a form to add
any automatic investing service (see "Services for Fund Investors"). Complete
and return the form along with any other required materials.
TO SELL SHARES
Write a letter of instruction that includes:
* your name(s) and signature(s)
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds
Obtain a signature guarantee or other documentation, if required (see page 9).
Mail your request to: The Dreyfus Family of Funds P.O. Box 6587, Providence, RI
02940-6587 Attn: Institutional Processing
WIRE Call us or your financial representative to request your transaction. Be
sure the fund has your bank account information on file. Proceeds will be wired
to your bank.
TELETRANSFER Call us or your financial representative to request your
transaction. Be sure the fund has your bank account information on file.
Proceeds will be sent to your bank by electronic check.
CHECK Call us or your financial representative to request your transaction. A
check will be sent to the address of record.
AUTOMATIC WITHDRAWAL PLAN Call us or your financial representative to request a
form to add the plan. Complete the form, specifying the amount and frequency of
withdrawals you would like.
Be sure to maintain an account balance of $5,000 or more.
To open an account, make subsequent investments or to sell shares, please
contact your financial representative or call toll free in the U.S.
1-800-554-4611. Make checks payable to: THE DREYFUS FAMILY OF FUNDS
Concepts to understand
WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers. Wire redemptions from the fund are subject to a
$1,000 minimum.
ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.
<PAGE 12>
INSTRUCTIONS FOR IRAS
TO OPEN AN ACCOUNT
In Writing
Complete an IRA application, making sure to specify the fund name and to
indicate the year the contribution is for.
Mail your application and a check to:
The Dreyfus Trust Company, Custodian P.O. Box 6427, Providence, RI 02940-6427
TO ADD TO AN ACCOUNT
Fill out an investment slip, and write your account number on your check.
Indicate the year the contribution is for.
Mail in the slip and the check to: The Dreyfus Trust Company P.O. Box 6427,
Providence, RI 02940-6427
By Telephone
WIRE Have your bank send your investment to The Bank of New York, with these
instructions:
* DDA#
* the fund name
* the share class * your account number
* name of investor
* the contribution year
* dealer number if applicable
ELECTRONIC CHECK Same as wire, but before your account number insert "1111"
Automatically
ALL SERVICES Call us or your financial representative to request a form to add
any automatic investing service (see "Services for Fund Investors"). Complete
and return the form along with any other required materials. All contributions
will count as current year.
TO SELL SHARES
Write a letter of instruction that includes:
* your name and signature
* your account number and fund name
* the dollar amount you want to sell
* how and where to send the proceeds
* whether the distribution is qualified or premature
* whether the 10% TEFRA should be withheld
Obtain a signature guarantee or other documentation, if required (see page 9).
Mail in your request to: The Dreyfus Trust Company P.O. Box 6427, Providence,
RI 02940-6427
SYSTEMATIC WITHDRAWAL PLAN Call us to request instructions to establish the
plan.
For information and assistance, contact your financial representative or call
toll free in the U.S. 1-800-554-4611. Make checks payable to: THE DREYFUS TRUST
COMPANY, CUSTODIAN
Your Investment
<PAGE 13>
For More Information
Dreyfus Premier Emerging Markets Fund
A Series of The Dreyfus Premier Equity Funds, Inc.
- --------------------------------------
SEC file number: 811-2488
More information on this fund is available free upon request, including the
following:
Annual/Semiannual Report
Describes the fund's performance, lists portfolio holdings and contains a letter
from the fund's manager discussing recent market conditions, economic trends
and fund strategies that significantly affected the fund's performance during
the last fiscal year.
Statement of Additional Information (SAI)
Provides more details about the fund and its policies. A current SAI is on file
with the Securities and Exchange Commission (SEC) and is incorporated by
reference (is legally considered part of this prospectus).
To obtain information:
BY TELEPHONE Call your financial representative or 1-800-554-4611
BY MAIL Write to: The Dreyfus Premier Family of Funds 144 Glenn Curtiss
Boulevard Uniondale, NY 11556-0144
ON THE INTERNET Text-only versions of fund documents can be viewed online or
downloaded from: http://www.sec.gov
You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 1-800-SEC-0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009.
(c) 1999, Dreyfus Service Corporation 329P00299
<PAGE 14>
[Application p 1 here]
<PAGE>
[Application p 2 here]
<PAGE>
Dreyfus Premier Growth and Income Fund
Investing in equity and debt securities for capital growth and current income
PROSPECTUS February 1, 1999
(reg.tm)
As with all mutual funds, the Securities and Exchange Commission doesn't
guarantee that the information in this prospectus is accurate or complete, nor
has it approved or disapproved these securities. It is a criminal offense to
state otherwise.
As with all mutual funds, the Securities and Exchange Commission doesn't
guarantee that the information in this prospectus is accurate or complete, nor
has it approved or disapproved these securities. It is a criminal offense to
state otherwise.
<PAGE>
The Fund
Dreyfus Premier Growth and Income Fund
---------------------------------
Ticker Symbols CLASS A: PEGAX
CLASS B: PEGBX
CLASS C: N/A
CLASS R: N/A
The Fund
- --------------------------------------------------------------------------------
Goal/Approach 2
Main Risks 3
Past Performance 3
Expenses 4
Management 5
Financial Highlights 6
Your Investment
- --------------------------------------------------------------------------------
Account Policies 8
Distributions and Taxes 10
Services for Fund Investors 11
Instructions for Regular Accounts 12
Instructions for IRAs 13
For More Information
- --------------------------------------------------------------------------------
INFORMATION ON THE FUND' S RECENT STRATEGIES AND HOLDINGS CAN BE FOUND IN THE
CURRENT ANNUAL/SEMIANNUAL REPORT. SEE BACK COVER.
GOAL/APPROACH
The fund seeks long-term capital growth, current income and growth of income
consistent with reasonable investment risk. To pursue these goals, it invests in
stocks, bonds and money market instruments of domestic and foreign issuers. The
fund' s stock investments may include common stocks, preferred stocks and
convertible securities.
The portfolio manager currently focuses on the stocks of value companies with
market capitalizations of $1 billion or more. In choosing stocks, the portfolio
manager uses a "bottom-up" approach, seeking to compile a portfolio with a
price-to-earnings ratio lower than the S& P 500 and a long-term projected
earnings growth rate greater than the S& P 500. Because the fund is
non-diversified, a relatively high percentage of its assets may be invested in a
limited number of issuers; however, the fund currently invests in 50 to 75
stocks, with any one position usually not exceeding 3% of assets.
The fund typically sells a security when it has met the price target established
by the manager; the original reason for purchasing the stock is no longer valid;
the company shows deteriorating fundamentals; or another more attractive
opportunity has been identified.
Concepts to understand
VALUE COMPANIES: companies that appear undervalued in terms of price relative to
other financial measurements of their intrinsic worth or business prospects
(such as price-to-earnings or price-to-book ratios). Because a stock can remain
undervalued for years, value investors often look for factors that could trigger
a rise in price, such as new products or markets; opportunities for greater
market share; more effective management; positive changes in corporate structure
or market perception.
"BOTTOM-UP" APPROACH: an investment style that focuses on selecting outstanding
companies before looking at economic and industry trends.
<PAGE>
MAIN RISKS
While stocks have historically been a leading choice of long-term investors,
they do fluctuate in price. The value of your investment in the fund will go up
and down, which means that you could lose money.
Midsize companies carry additional risks because their earnings tend to be less
predictable, their share prices more volatile and their securities less liquid
than larger, more established companies.
The fund' s investments in value stocks are subject to the risk that their
intrinsic values may never be realized by the market, or their prices may go
down. Further, while the fund' s investments in value stocks may limit the
overall downside risk of the fund over time, the fund may produce more modest
gains than riskier stock funds as a trade-off for this potentially lower risk.
The fund may also invest in lower-rated convertibles which have higher credit
risk. With this type of investment there is a greater likelihood that interest
and principal payments will not be made on a timely basis.
Under adverse market conditions, the fund could invest some or all of its assets
in money market securities. Although the fund would do this only in seeking to
avoid losses, it could reduce the benefit from any upswing in the market.
Other potential risks
The fund may invest some assets in options, futures and foreign currencies. It
may also sell short, primarily to hedge its portfolio but also to increase
returns; however, at times these practices may reduce returns or increase
volatility.
Because a relatively high percentage of the fund's assets may be invested in the
securities of a limited number of issuers, its performance may be more
vulnerable to changes in the market value of a single issuer or group of
issuers.
PAST PERFORMANCE
The first table shows how the performance of the fund's Class A shares has
varied from year to year. Sales loads are not reflected in that table; if they
were, returns would be less than those shown. The second compares the
performance of each share class over time to that of the S&P 500((reg.tm)), a
widely recognized unmanaged index of stock performance. The returns reflect any
applicable sales loads. Both tables assume the reinvestment of dividends and
distributions. As with all mutual funds, the past is not a prediction of the
future.
- --------------------------------------------------------------------------------
Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit A]
BEST QUARTER: Q1 '96 +30.50%
WORST QUARTER: Q4 '97 -0.71%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Average annual total return AS OF 12/31/98
Inception date 1 Year 3 Years Life of fund
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A 12/29/95 X.XX% X.XX% X.XX%
CLASS B 12/29/95 X.XX% X.XX% X.XX%
CLASS C 12/29/95 X.XX% X.XX% X.XX%
CLASS R 12/29/95 X.XX% X.XX% X.XX%
S&P 500 X.XX% X.XX% X.XX%*
* FOR COMPARATIVE PURPOSES, THE VALUE OF THE INDEX ON 12/31/95 IS USED AS THE
BEGINNING VALUE ON 12/29/95.
</TABLE>
What this fund is -- and isn't
This fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives to
reach its stated goal, although as with all mutual funds, it cannot offer
guaranteed results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.
The Fund 3
<PAGE 3>
EXPENSES
As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the tables below.
<TABLE>
<CAPTION>
Fee table
CLASS A CLASS B CLASS C CLASS R
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION FEES (FEES PAID FROM YOUR ACCOUNT)
Maximum sales charge on purchases
AS A % OF OFFERING PRICE 5.75 NONE NONE NONE
Maximum deferred sales charge (CDSC)
AS A % OF PURCHASE OR SALE PRICE, WHICHEVER IS LESS NONE* 4.00 1.00 NONE
Maximum account fee
CHARGED ONLY TO REGULAR ACCOUNTS WITH BALANCES BELOW $2,000
(SEE "YOUR INVESTMENT--ACCOUNT POLICIES") $12 $12 $12 $12
- ------------------------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (EXPENSES PAID FROM FUND ASSETS)
% OF AVERAGE DAILY NET ASSETS
Management fees .75 .75 .75 .75
12b-1 fee NONE .75 .75 NONE
Shareholder services fee .25 .25 .25 NONE
Other expenses .26 .26 .22 .41
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL 1.26 2.01 1.97 1.16
* SHARES BOUGHT WITHOUT AN INITIAL SALES CHARGE AS PART OF AN INVESTMENT OF $1 MILLION OR MORE MAY BE CHARGED A CDSC OF 1.00%
IF REDEEMED WITHIN ONE YEAR.
</TABLE>
<TABLE>
<CAPTION>
Expense example
1 Year 3 Years 5 Years 10 Years
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A $696 $952 $1,227 $2,010
CLASS B
WITH REDEMPTION $604 $931 $1,283 $1,967**
WITHOUT REDEMPTION $204 $631 $1,083
CLASS C
WITH REDEMPTION $300 $618 $1,063 $2,296
WITHOUT REDEMPTION $200
CLASS R $118 $368 $638 $1,409
** ASSUMES CONVERSION OF CLASS B TO CLASS A AT END OF THE SIXTH YEAR FOLLOWING
THE DATE OF PURCHASE.
</TABLE>
This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only.
Concepts to understand
MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of its operation.
12B-1 FEE: the fee paid to Premier Mutual Fund Services, Inc., the fund's
distributor for shareholder service and promotional expenses. Because this fee
is paid out of the fund's assets on an ongoing basis, over time it will increase
the cost of your investment and may cost you more than paying other types of
sales charges.
SHAREHOLDER SERVICES FEE: a fee paid to the fund's distributor for shareholder
account service and maintenance.
OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.
4
<PAGE 4>
MANAGEMENT
The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue,
New York, New York 10166. Founded in 1947, Dreyfus manages one of the nation's
leading mutual fund complexes, with more than $110 billion in more than 160
mutual fund portfolios. Dreyfus is the mutual fund business of Mellon Bank
Corporation, a broad-based financial services company with a bank at its core.
With more than $350 billion of assets under management and $1.7 trillion of
assets under administration and custody, Mellon provides a full range of
banking, investment and trust products and services to individuals, businesses
and institutions. Its mutual fund companies place Mellon as the leading bank
manager of mutual funds. Mellon is headquartered in Pittsburgh, Pennsylvania.
Management philosophy
The Dreyfus asset management philosophy is based on the belief that discipline
and consistency are important to investment success. For each fund, the firm
seeks to establish clear guidelines for portfolio management and to be
systematic in making decisions. This approach is designed to provide each fund
with a distinct, stable identity.
Portfolio manager
Douglas Ramos, CFA, is the fund's primary portfolio manager, a position he has
held since joining Dreyfus in July 1997. Previously, he was a senior partner and
investment counselor for Loomis, Sayles & Company.
Concepts to understand
YEAR 2000 ISSUES: the fund could be adversely affected if the computer systems
used by Dreyfus and the fund's other service providers do not properly process
and calculate date-related information from and after January 1, 2000.
While year 2000-related computer problems could have a negative effect on the
fund, Dreyfus is working to avoid such problems and to obtain assurances from
service providers that they are taking similar steps.
The Fund 5
<PAGE 5>
FINANCIAL HIGHLIGHTS
The following tables describe the performance of each share class for the fiscal
periods indicated. "Total return" shows how much your investment in the fund
would have increased (or decreased) during each period, assuming you had
reinvested all dividends and distributions. These figures have been
independently audited by Ernst & Young LLP, whose report, along with the fund's
financial statements, is included in the annual report.
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
CLASS A 1998 1997 1996(1)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PER-SHARE DATA ($)
Net asset value, beginning of period 20.94 18.45 12.50
Investment operations: Investment income -- net .10 .24 .10
Net realized and unrealized gain (loss) on investments (1.44) 3.39 5.94
Total from investment operations (1.34) 3.63 6.04
Distributions: Dividends from investment income -- net (.05) (.25) (.09)
Dividends from net realized gain on investments (2.16) (.89) --
Total distributions (2.21) (1.14) (.09)
Net asset value, end of period 17.39 20.94 18.45
Total return (%)(2) (7.00) 20.90 48.24(3)
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) 1.25 1.24 .94(3)
Ratio of net investment income to average net assets (%) .47 1.27 .92(3)
Decrease reflected in above expense ratios due to actions by Dreyfus (%) .01 .11 .30(3)
Portfolio turnover rate (%) 133.00 265.33 205.64(3)
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 31,824 42,309 30,330
YEAR ENDED SEPTEMBER 30,
CLASS B 1998 1997 1996(1)
- ------------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Net asset value, beginning of period 20.85 18.37 12.50
Investment operations: Investment income (loss) -- net (.06) .10 .03
Net realized and unrealized gain (loss) on investments (1.41) 3.38 5.87
Total from investment operations (1.47) 3.48 5.90
Distributions: Dividends from investment income -- net -- (.11) (.03)
Dividends from net realized gain on investments (2.16) (.89) --
Total distributions (2.16) (1.00) (.03)
Net asset value, end of period 17.22 20.85 18.37
Total return (%)(2) (7.69) 20.08 47.14(3)
- ------------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) 2.00 2.00 1.52(3)
Ratio of net investment income (loss) to average net assets (%) (.28) .50 .34(3)
Decrease reflected in above expense ratios due to actions by Dreyfus (%) .01 .11 .30(3)
Portfolio turnover rate (%) 133.00 265.33 205.64(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 59,144 69,330 37,534
(1) FROM DECEMBER 29, 1995 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30, 1996.
(2) EXCLUSIVE OF SALES LOAD.
(3) NOT ANNUALIZED.
6
<PAGE 6>
YEAR ENDED SEPTEMBER 30,
CLASS C 1998 1997 1996(1)
- ------------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Net asset value, beginning of period 20.87 18.40 12.50
Investment operations: Investment income (loss) -- net (.06) .09 .03
Net realized and unrealized gain (loss) on investments (1.41) 3.38 5.88
Total from investment operations (1.47) 3.47 5.91
Distributions: Dividends from investment income -- net -- (.11) (.01)
Dividends from net realized gain on investments (2.16) (.89) --
Total distributions (2.16) (1.00) (.01)
Net asset value, end of period 17.24 20.87 18.40
Total return (%) (7.63)(2) 19.89(2) 47.27(2,3)
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) 1.96 2.00 1.52(3)
Ratio of net investment income (loss) to average net assets (%) (.25) .52 .30(3)
Decrease reflected in above expense ratios due to actions by Dreyfus (%) .01 .11 .30(3)
Portfolio turnover rate (%) 133.00 265.33 205.64(3)
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 3,670 5,340 2,642
YEAR ENDED SEPTEMBER 30,
CLASS R 1998 1997 1996(1)
- ---------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Net asset value, beginning of period 21.11 18.42 12.50
Investment operations: Investment income -- net .07 .20 .43
Net realized and unrealized gain (loss) on investments (1.40) 3.67 5.61
Total from investment operations (1.33) 3.87 6.04
Distributions: Dividends from investment income -- net (.10) (.29) (.12)
Dividends from net realized gain on investments (2.16) (.89) --
Total distributions (2.26) (1.18) (.12)
Net asset value, end of period 17.52 21.11 18.42
Total return (%) (6.89) 22.25 48.38(3)
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) 1.15 .99 .79(3)
Ratio of net investment income to average net assets (%) .57 1.50 1.01(3)
Decrease reflected in above expense ratios due to actions by Dreyfus (%) .01 .12 .30(3)
Portfolio turnover rate (%) 133.00 265.33 205.64(3)
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 265 259 174
(1) FROM DECEMBER 29, 1995 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30, 1996.
(2) EXCLUSIVE OF SALES LOAD.
(3) NOT ANNUALIZED.
The Fund 7
</TABLE>
<PAGE 7>
Your Investment
ACCOUNT POLICIES
THE DREYFUS PREMIER FUNDS are designed primarily for people who are investing
through a third party, such as a bank, broker-dealer or financial adviser, or in
a 401(k) or other retirement plan. Third parties with whom you open a fund
account may impose policies, limitations and fees which are different from
those described here. Consult your financial representative for more
information.
YOU WILL NEED TO CHOOSE A SHARE CLASS before making your initial investment. In
making your choice, you should weigh the impact of all potential costs over the
length of your investment, including sales charges and annual fees. For example,
in some cases, it can be more economical to pay an initial sales charge than to
choose a class with no initial sales charge but higher annual fees.
(pound)Class A shares can be the most cost-effective choice, if you are
investing for the long term, especially if you are investing $50,000 or more.
(pound)Class B shares can make sense if you have a long time horizon and are
investing less than $50,000.
(pound) Class C shares may be appropriate if you have a shorter or less certain
time horizon and are investing less than $50,000.
(pound) Class R shares are designed for eligible institu-
tions on behalf of their clients. Individuals may not purchase these shares
directly.
Share class charges
EACH SHARE CLASS has its own fee structure. In some cases, you may not have to
pay a sales charge to buy or sell shares. Contact your financial representative
to see if this may apply to you. Shareholders owning shares on or prior to
November 30, 1996, may be eligible for lower sales loads.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Sales charges
CLASS A -- CHARGED WHEN YOU BUY SHARES
Sales charge Sales charge as
deducted as a % a % of your
Your investment of offering price net investment
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Up to $49,999 5.75% 6.10%
$50,000 -- $99,999 4.50% 4.70%
$100,000 -- $249,999 3.50% 3.60%
$250,000 -- $499,999 2.50% 2.60%
$500,000 -- $999,999 2.00% 2.00%
$1 million or more* 0.00% 0.00%
</TABLE>
* A 1.00% contingent deferred sales charge may be charged on any shares sold
within one year of purchase (except shares bought through reinvestment).
Class A shares also carry an annual Rule 12b-1 fee of 0.25% of the class's
average daily net assets.
- --------------------------------------------------------------------------------
CLASS B -- CHARGED WHEN YOU SELL SHARES
Contingent deferred sales charge
Time since you bought as a % of your initial investment or
the shares you are selling your redemption (whichever is less)
- --------------------------------------------------------------------------------
Up to 2 years 4.00%
2 -- 4 years 3.00%
4 -- 5 years 2.00%
5 -- 6 years 1.00%
More than 6 years Shares will automatically
convert to Class A
Class B shares also carry an annual Rule 12b-1 fee of 0.75% of the class's
average daily net assets.
- --------------------------------------------------------------------------------
CLASS C -- CHARGED WHEN YOU SELL SHARES
A 1.00% CDSC is imposed on redemptions made within the first year of purchase.
Class C shares also carry an annual Rule 12b-1 fee of 0.75% of the class's
average daily net assets.
- --------------------------------------------------------------------------------
CLASS R -- NO SALES LOAD OR RULE 12B-1 FEES
Reduced Class A sales charge
LETTER OF INTENT: lets you purchase Class A shares over a 13-month period and
receive the same sales charge as if all shares had been purchased at once.
RIGHT OF ACCUMULATION: lets you add the value of any Class A shares you already
own to the amount of your next Class A investment for purposes of calculating
the sales charge.
CONSULT THE STATEMENT OF ADDITIONAL INFORMATION (SAI) OR YOUR FINANCIAL
REPRESENTATIVE FOR MORE DETAILS.
<PAGE 8>
Buying shares
THE NET ASSET VALUE (NAV) of each class is generally calculated as of the close
of trading on the New York Stock Exchange ("NYSE") (usually 4:00 p.m. Eastern
time) every day the exchange is open. Your order will be priced at the NAV next
calculated after your order is accepted by the fund's transfer agent. The fund's
investments are valued based on market value or, where market quotations are not
readily available, based on fair value as determined in good faith by the fund's
board.
ORDERS RECEIVED BY DEALERS by the close of trading on the NYSE and transmitted
to the distributor or its designee by the close of its business day (normally 5:
15 p.m. Eastern time) will be based on the NAV determined as of the close of
trading on the NYSE that day.
- --------------------------------------------------------------------------------
Minimum investments
Initial Additional
- --------------------------------------------------------------------------------
REGULAR ACCOUNTS $1,000 $100; $500 FOR
TELETRANSFER INVESTMENTS
TRADITIONAL IRAS $750 NO MINIMUM
SPOUSAL IRAS $750 NO MINIMUM
ROTH IRAS $750 NO MINIMUM
EDUCATION IRAS $500 NO MINIMUM
AFTER THE FIRST YEAR
DREYFUS AUTOMATIC $100 $100
INVESTMENT PLANS
All investments must be in U.S. dollars. Third-party checks cannot be accepted.
You may be charged a fee for any check that does not clear. Maximum TeleTransfer
purchase is $150,000 per day.
Concepts to understand
NET ASSET VALUE (NAV): the market value of one share, computed by dividing the
total net assets of a fund or class by its shares outstanding. The fund's Class
A shares are offered to the public at NAV plus a sales charge. Classes B, C and
R are offered at NAV, but may be subject to higher annual operating fees and a
sales charge upon redemption.
Selling shares
YOU MAY SELL SHARES AT ANY TIME through your financial representative, or you
can contact the fund directly. Your shares will be sold at the next NAV
calculated after your order is accepted by the fund's transfer agent. Any
certificates representing fund shares being sold must be returned with your
redemption request. Your order will be processed promptly and you will generally
receive the proceeds within a week.
TO KEEP YOUR CDSC AS LOW AS POSSIBLE, each time you request to sell shares we
will first sell shares that are not subject to a CDSC, and then those subject to
the lowest charge. The CDSC is based on the lesser of the original purchase cost
or the current market value of the shares being sold, and is not charged on
shares you acquired by reinvesting your dividends. Certain investors may qualify
to have the CDSC waived. Consult your financial representative or the SAI for
details.
BEFORE SELLING RECENTLY PURCHASED SHARES, please note that if the fund has not
yet collected payment for the shares you are selling, it may delay sending the
proceeds until it has collected payment, which may take up to eight business
days.
Written sell orders
Some circumstances require written sell orders along with signature guarantees.
These include:
(pound) amounts of $1,000 or more on accounts whose address has been changed
within the last 30 days
(pound) requests to send the proceeds to a different payee or address
Written sell orders of $100,000 or more must also be signature guaranteed.
A SIGNATURE GUARANTEE helps protect against fraud. You can obtain one from most
banks or securities dealers, but not from a notary public. For joint accounts,
each signature must be guaranteed. Please call us to ensure that your signature
guarantee will be processed correctly.
Your Investment 9
<PAGE 9>
ACCOUNT POLICIES (CONTINUED)
General policies
IF YOUR ACCOUNT FALLS BELOW $500, the fund may ask you to increase your balance.
If it is still below $500 after 45 days, the fund may close your account and
send you the proceeds.
UNLESS YOU DECLINE TELEPHONE PRIVILEGES on your application, you may be
responsible for any fraudulent telephone order as long as Dreyfus takes
reasonable measures to verify the order.
THE FUND RESERVES THE RIGHT TO:
(pound) refuse any purchase or exchange request that could adversely affect the
fund or its operations, including those from any individual or group who, in the
fund' s view, is likely to engage in excessive trading (usually defined as more
than four exchanges out of the fund within a calendar year)
(pound)refuse any purchase or exchange request in excess of 1% of the fund's
total assets
(pound)change or discontinue its exchange privilege, or temporarily suspend
this privilege during unusual market conditions
(pound) change its minimum investment amounts
(pound)delay sending out redemption proceeds for up to seven days (generally
applies only in cases of very large redemptions, excessive trading or during
unusual market conditions)
The fund also reserves the right to make a "redemption in kind" -- payment in
portfolio securities rather than cash -- if the amount you are redeeming is
large enough to affect fund operations (for example, if it represents more than
1% of the fund's assets).
DISTRIBUTIONS AND TAXES
THE FUND GENERALLY PAYS ITS SHAREHOLDERS quarterly dividends from its net
investment income, and distributes any net capital gains that it has realized
once a year. Each share class will generate a different dividend because each
has different expenses. Your distributions will be reinvested in the fund unless
you instruct the fund otherwise. There are no fees or sales charges on
reinvestments.
FUND DIVIDENDS AND DISTRIBUTIONS ARE TAXABLE to most investors (unless your
investment is in an IRA or other tax-advantaged account). The tax status of any
distribution is the same regardless of how long you have been in the fund and
whether you reinvest your distributions or take them in cash. In general,
distributions are taxable as follows:
- --------------------------------------------------------------------------------
Taxability of distributions
Type of Tax rate for Tax rate for
distribution 15% bracket 28% bracket or above
- --------------------------------------------------------------------------------
INCOME ORDINARY ORDINARY
DIVIDENDS INCOME RATE INCOME RATE
SHORT-TERM ORDINARY ORDINARY
CAPITAL GAINS INCOME RATE INCOME RATE
LONG-TERM
CAPITAL GAINS 10% 20%
Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.
Taxes on transactions
Except between tax-deferred accounts, any sale or exchange of fund shares may
generate a tax liability. Of course, withdrawals or distributions from
tax-deferred accounts are taxable when received.
The table above can provide a guide for potential tax liability when selling or
exchanging fund shares. "Short-term capital gains" applies to fund shares sold
up to 12 months after buying them. "Long-term capital gains" applies to shares
sold after 12 months.
Fee for small accounts
To offset the relatively higher costs of servicing smaller accounts, the fund
charges regular accounts with balances below $2,000 an annual fee of $12. The
fee will be imposed during the fourth quarter of each calendar year.
The fee will be waived for any investor whose aggregate Dreyfus mutual fund
investments total at least $25,000; IRA accounts; accounts participating in
automatic investment programs; accounts opened through a financial institution.
10
<PAGE 10>
SERVICES FOR FUND INVESTORS
THE THIRD PARTY THROUGH WHOM YOU PURCHASED fund shares may impose different
restrictions on these services and privileges offered by the fund, or may not
make them available at all. Consult your financial representative for more
information on the availability of these services and privileges.
Automatic services
BUYING OR SELLING SHARES AUTOMATICALLY is easy with the services described
below. With each service, you select a schedule and amount, subject to certain
restrictions. You can set up most of these services with your application, or by
calling your financial representative or 1-800-554-4611.
- --------------------------------------------------------------------------------
For investing
DREYFUS AUTOMATIC For making automatic investments
ASSET BUILDER((reg.tm)) from a designated bank account.
DREYFUS GOVERNMENT For making automatic investments
DIRECT DEPOSIT from your federal employment,
PRIVILEGE Social Security or other regular
federal government check.
DREYFUS DIVIDEND For automatically reinvesting the
SWEEP dividends and distributions from
one Dreyfus fund into another
(not available for IRAs).
- --------------------------------------------------------------------------------
For exchanging shares
DREYFUS AUTO- For making regular exchanges
EXCHANGE PRIVILEGE from one Dreyfus fund into
another.
- --------------------------------------------------------------------------------
For selling shares
DREYFUS AUTOMATIC For making regular withdrawals
WITHDRAWAL PLAN from most Dreyfus funds. There will be no CDSC
on Class B shares, as long as the amounts
withdrawn do not exceed 12% annually of the
account value at the time the shareholder
elects to participate in the plan.
Exchange privilege
YOU CAN EXCHANGE SHARES WORTH $500 OR MORE (no minimum for retirement accounts)
from one class of the fund into the same class of another Dreyfus Premier fund.
You can request your exchange by contacting your financial representative. Be
sure to read the current prospectus for any fund into which you are exchanging
before investing. Any new account established through an exchange will have the
same privileges as your original account (as long as they are available). There
is currently no fee for exchanges, although you may be charged a sales load when
exchanging into any fund that has one.
TeleTransfer privilege
TO MOVE MONEY BETWEEN YOUR BANK ACCOUNT and your Dreyfus fund account with a
phone call, use the TeleTransfer privilege. You can set up TeleTransfer on your
account by providing bank account information and following the instructions on
your application, or contact your financial representative.
Reinvestment privilege
UPON WRITTEN REQUEST, YOU CAN REINVEST up to the number of Class A or B shares
you redeemed within 45 days of selling them at the current share price without
any sales charge. If you paid a CDSC, it will be credited back to your account.
This privilege may be used only once.
Account statements
EVERY FUND INVESTOR automatically receives regular account statements. You'll
also be sent a yearly statement detailing the tax characteristics of any
dividends and distributions you have received.
Your Investment 11
<PAGE 11>
INSTRUCTIONS FOR REGULAR ACCOUNTS
TO OPEN AN ACCOUNT
In Writing
Complete the application.
Mail your application and a check to:
Name of Fund
P.O. Box 6587, Providence, RI 02940-6587 Attn: Institutional Processing
TO ADD TO AN ACCOUNT
Fill out an investment slip, and write your account number on your check.
Mail the slip and the check to: Name of Fund P.O. Box 6587, Providence, RI
02940-6587 Attn: Institutional Processing
By Telephone
WIRE Have your bank send your
investment to The Bank of New York, with these instructions:
* ABA# 021000018
* DDA# 8900276320
* the fund name
* the share class
* your Social Security or tax ID number
* name(s) of investor(s)
* dealer number if applicable
Call us to obtain an account number. Return your application with the account
number on the application.
WIRE Have your bank send your investment to The Bank of New York, with these
instructions:
* ABA# 021000018
* DDA# 8900276320
* the fund name
* the share class
* your account number
* name(s) of investor(s)
* dealer number if applicable
ELECTRONIC CHECK Same as wire, but before your account number insert "1111"
TELETRANSFER Request TeleTransfer on your application. Call us to request your
transaction.
Automatically
WITH AN INITIAL INVESTMENT Indicate on your application which automatic
service(s) you want. Return your application with your investment.
ALL SERVICES Call us or your financial representative to request a form to add
any automatic investing service (see "Services for Fund Investors"). Complete
and return the form along with any other required materials.
TO SELL SHARES
Write a letter of instruction that includes:
* your name(s) and signature(s)
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds
Obtain a signature guarantee or other documentation, if required (see page 9).
Mail your request to: The Dreyfus Family of Funds P.O. Box 6587, Providence, RI
02940-6587 Attn: Institutional Processing
WIRE Call us or your financial representative to request your transaction. Be
sure the fund has your bank account information on file. Proceeds will be wired
to your bank.
TELETRANSFER Call us or your financial representative to request your
transaction. Be sure the fund has your bank account information on file.
Proceeds will be sent to your bank by electronic check.
CHECK Call us or your financial representative to request your transaction. A
check will be sent to the address of record.
AUTOMATIC WITHDRAWAL PLAN Call us or your financial representative to request a
form to add the plan. Complete the form, specifying the amount and frequency of
withdrawals you would like.
Be sure to maintain an account balance of $5,000 or more.
To open an account, make subsequent investments or to sell shares, please
contact your financial representative or call toll free in the U.S.
1-800-554-4611. Make checks payable to: THE DREYFUS FAMILY OF FUNDS
Concepts to understand
WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers. Wire redemptions from the fund are subject to a
$1,000 minimum.
ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.
12
<PAGE 12>
INSTRUCTIONS FOR IRAS
TO OPEN AN ACCOUNT
In Writing
Complete an IRA application, making sure to specify the fund name and to
indicate the year the contribution is for.
Mail your application and a check to:
The Dreyfus Trust Company, Custodian P.O. Box 6427, Providence, RI 02940-6427
TO ADD TO AN ACCOUNT
Fill out an investment slip, and write your account number on your check.
Indicate the year the contribution is for.
Mail in the slip and the check to: The Dreyfus Trust Company P.O. Box 6427,
Providence, RI 02940-6427
By Telephone
WIRE Have your bank send your investment to The Bank of New York, with these
instructions:
* DDA# 8900276320
* the fund name
* the share class * your account number
* name of investor
* the contribution year
* dealer number if applicable
ELECTRONIC CHECK Same as wire, but before your account number insert "1111".
Automatically
ALL SERVICES Call us or your financial representative to request a form to add
any automatic investing service (see "Services for Fund Investors"). Complete
and return the form along with any other required materials. All contributions
will count as current year.
TO SELL SHARES
Write a letter of instruction that includes:
* your name and signature
* your account number and fund name
* the dollar amount you want to sell
* how and where to send the proceeds
* whether the distribution is qualified or premature
* whether the 10% TEFRA should be withheld
Obtain a signature guarantee or other documentation, if required (see page 9).
Mail in your request to: The Dreyfus Trust Company P.O. Box 6427, Providence,
RI 02940-6427
SYSTEMATIC WITHDRAWAL PLAN Call us to request instructions to establish the
plan.
For information and assistance, contact your financial representative or call
toll free in the U.S. 1-800-554-4611. Make checks payable to: THE DREYFUS TRUST
COMPANY, CUSTODIAN
Your Investment 13
<PAGE 13>
For More Information
Dreyfus Premier Growth and Income Fund
A Series of The Dreyfus Premier Equity Funds, Inc.
- --------------------------------------
SEC file number: 811-2488
More information on this fund is available free upon request, including the
following:
Annual/Semiannual Report
Describes the fund's performance, lists portfolio holdings and contains a letter
from the fund's manager discussing recent market conditions, economic trends
and fund strategies that significantly affected the fund's performance during
the last fiscal year.
Statement of Additional Information (SAI)
Provides more details about the fund and its policies. A current SAI is on file
with the Securities and Exchange Commission (SEC) and is incorporated by
reference (is legally considered part of this prospectus).
To obtain information:
BY TELEPHONE Call your financial representative or 1-800-554-4611
BY MAIL Write to: The Dreyfus Premier Family of Funds 144 Glenn Curtiss
Boulevard Uniondale, NY 11556-0144
ON THE INTERNET Text-only versions of fund documents can be viewed online or
downloaded from: http://www.sec.gov
You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 1-800-SEC-0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009.
(c) 1999, Dreyfus Service Corporation
320P0299
<X>
<PAGE>
[Application p 1 here]
<PAGE>
[Application p 2 here]
<PAGE>
PMN335SP0299 11/24/98
Dreyfus Premier Market Neutral Fund
Balancing investments in undervalued stocks with short positions in overvalued
stocks for risk protection and long-term growth
PROSPECTUS February 1, 1999
(reg.tm)
As with all mutual funds, the Securities and Exchange Commission doesn't
guarantee that the information in this prospectus is accurate or complete, nor
has it approved or disapproved these securities. It is a criminal offense to
state otherwise.
As with all mutual funds, the Securities and Exchange Commission doesn't
guarantee that the information in this prospectus is accurate or complete, nor
has it approved or disapproved these securities. It is a criminal offense to
state otherwise.
<PAGE>
The Fund
Dreyfus Premier Market Neutral Fund
---------------------------------
Ticker Symbols CLASS A: XXXXX
CLASS B: XXXXX
CLASS C: XXXXX
CLASS R: XXXXX
The Fund
- --------------------------------------------------------------------------------
Goal/Approach 2
Main Risks 3
Past Performance 3
Expenses 4
Management 5
Financial Highlights 6
Your Investment
- --------------------------------------------------------------------------------
Account Policies 8
Distributions and Taxes 10
Services for Fund Investors 11
Instructions for Regular Accounts 12
Instructions for IRAs 13
For More Information
- --------------------------------------------------------------------------------
INFORMATION ON THE FUND' S RECENT STRATEGIES AND HOLDINGS CAN BE FOUND IN THE
CURRENT ANNUAL/SEMIANNUAL REPORT. SEE BACK COVER.
GOAL/APPROACH
The fund seeks long-term capital appreciation, while seeking to maintain minimum
exposure to general stock market risk. To pursue this goal, the fund takes both
long and short positions in equity securities. The fund's stock investment may
include common stocks, preferred stocks and convertible securities.
The fund employs a long-short approach by simultaneously purchasing stocks that
Dreyfus believes are undervalued and selling short stocks that Dreyfus believes
are overvalued. In this way, the fund attempts to construct a portfolio that is
expected to have relatively small net exposure to the overall stock market.
Individual security selection with the aid of a computer model that ranks
approximately 3,500 stocks based on various factors is the foundation of the
fund' s investment approach.
The fund seeks a total return greater than the return on three-month U.S.
Treasury Bills. The fund will invest primarily in U.S. equity securities, but
also may invest in foreign securities.
Concepts to understand
SHORT SELLING: 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.
PREFERRED STOCK: stock that pays dividends at a specified rate and has
preference over common stock in the payment of dividends and the liquidation of
assets. Preferred stock ordinarily does not carry voting rights.
CONVERTIBLE SECURITIES: corporate securities, usually preferred stock or bonds,
that are exchangeable for a set amount of another form of security, usually
common stock, at a prestated price.
<PAGE>
MAIN RISKS
While stocks have historically been a leading choice of long-term investors,
they do fluctuate in price. The value of your investment in the fund will go up
and down, which means that you could lose money.
While the fund' s market neutral approach seeks to minimize the risks of
investing in the overall stock market, it may involve more risk than other funds
that do not engage in the sophisticated hedging transactions of the fund. It is
possible that the fund's long positions could decline in value while the value
of the securities sold short increases, thereby increasing the potential for
loss. It also is possible that the combination of securities held long and sold
short will fail to protect the fund from overall stock market risk as
anticipated.
The fund will have substantial short positions and must borrow the security to
make delivery to the buyer. The fund may not always be able to borrow a security
it wants to sell short. The fund also may be unable to close out an established
short position at any particular time or at an acceptable price.
Other potential risks
The fund may invest some assets in derivative securities, such as options,
futures and swaps. While derivatives may be used to increase returns, they can
sometimes reduce returns or increase volatility.
The fund will engage in short-term trading, which could produce higher brokerage
costs and taxable distributions.
The fund can buy securities with borrowed money (a form of leverage), which
could have the effect of magnifying the fund's gains or losses.
The fund is non-diversified and may invest a greater percentage of its assets in
a particular company compared with other funds. Accordingly, the fund's
portfolio may be more sensitive to changes in the market value of a single
company or industry.
PAST PERFORMANCE
Since the fund has less than one calendar year of performance, past performance
information is not included. For performance as of the end of the fiscal year,
please refer to the Statement of Additional Information (SAI).
What this fund is -- and isn't
This fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives to
reach its stated goal, although as with all mutual funds, it cannot offer
guaranteed results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.
The Fund 3
<PAGE 3>
EXPENSES
As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the tables below.
<TABLE>
<CAPTION>
Fee table
CLASS A CLASS B CLASS C CLASS R
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION FEES (FEES PAID FROM YOUR ACCOUNT)
Maximum sales charge on purchases
AS A % OF OFFERING PRICE 5.75 NONE NONE NONE
Maximum deferred sales charge (CDSC)
AS A % OF PURCHASE OR SALE PRICE, WHICHEVER IS LESS NONE* 4.00 1.00 NONE
Maximum account fee
CHARGED ONLY TO REGULAR ACCOUNTS WITH BALANCES BELOW $2,000
(SEE "YOUR INVESTMENT--ACCOUNT POLICIES") $12 $12 $12 $12
- ---------------------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (EXPENSES PAID FROM FUND ASSETS)
% OF AVERAGE DAILY NET ASSETS
Management fees 1.50 1.50 1.50 1.50
12b-1 fee NONE .75 .75 NONE
Shareholder services fee .25 .25 .25 NONE
Other expenses X.XX X.XX X.XX X.XX
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL X.XX X.XX X.XX X.XX
* SHARES BOUGHT WITHOUT AN INITIAL SALES CHARGE AS PART OF AN INVESTMENT OF $1
MILLION OR MORE MAY BE CHARGED A CDSC OF 1.00% IF REDEEMED WITHIN ONE YEAR.
</TABLE>
Expense example
1 Year 3 Years
- --------------------------------------------------------------------------------
CLASS A $XXX $XXX
CLASS B
WITH REDEMPTION $XXX $XXX
WITHOUT REDEMPTION $XXX $XXX
CLASS C
WITH REDEMPTION $XXX $XXX
WITHOUT REDEMPTION $XXX
CLASS R $XXX $XXX
** ASSUMES CONVERSION OF CLASS B TO CLASS A AT END OF THE SIXTH YEAR FOLLOWING
THE DATE OF PURCHASE.
This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only.
Concepts to understand
MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of its operation.
12B-1 FEE: the fee paid to Premier Mutual Fund Services, Inc., the fund's
distributor for shareholder service and promotional expenses. Because this fee
is paid out of the fund's assets on an ongoing basis, over time it will increase
the cost of your investment and may cost you more than paying other types of
sales charges.
SHAREHOLDER SERVICES FEE: a fee paid to the fund's distributor for shareholder
account service and maintenance.
OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.
4
<PAGE 4>
MANAGEMENT
The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue,
New York, New York 10166. Founded in 1947, Dreyfus manages one of the nation's
leading mutual fund complexes, with more than $110 billion in more than 160
mutual fund portfolios. Dreyfus is the mutual fund business of Mellon Bank
Corporation, a broad-based financial services company with a bank at its core.
With more than $350 billion of assets under management and $1.7 trillion of
assets under administration and custody, Mellon provides a full range of
banking, investment and trust products and services to individuals, businesses
and institutions. Its mutual fund companies place Mellon as the leading bank
manager of mutual funds. Mellon is headquartered in Pittsburgh, Pennsylvania.
Management philosophy
The Dreyfus asset management philosophy is based on the belief that discipline
and consistency are important to investment success. For each fund, the firm
seeks to establish clear guidelines for portfolio management and to be
systematic in making decisions. This approach is designed to provide each fund
with a distinct, stable identity.
Portfolio manager
The fund' s primary portfolio manager is John S. Cone. He has managed the fund
since its inception and has been employed by The Dreyfus Corporation since April
1998 and, since 1982, by Franklin Portfolio Associates, an affiliate of The
Dreyfus Corporation.
Concepts to understand
YEAR 2000 ISSUES: the fund could be adversely affected if the computer systems
used by Dreyfus and the fund's other service providers do not properly process
and calculate date-related information from and after January 1, 2000.
While year 2000-related computer problems could have a negative effect on the
fund, Dreyfus is working to avoid such problems and to obtain assurances from
service providers that they are taking similar steps.
The Fund 5
<PAGE 5>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
The following tables describe the performance of each share class for the fiscal
period indicated. "Total return" shows how much your investment in the fund
would have increased (or decreased) during each period, assuming you had
reinvested all dividends and distributions. These figures have been
independently audited by Ernst & Young LLP, whose report, along with the fund's
financial statements, is included in the annual report.
PERIOD FROM JUNE 29, 1998
THROUGH SEPTEMBER 30,
CLASS A 1998
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C>
PER-SHARE DATA ($)
Net asset value, beginning of period 12.50
Investment operations: Investment income (loss) -- net(1) .11
Net realized and unrealized gain (loss) on investments (1.00)
Total from investment operations (.89)
Net asset value, end of period 11.61
Total return (%)(2) (7.12)(3)
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%)(2) .51
Ratio of dividends on securities sold short to average net assets (%)(2) .33
Ratio of net investment income to average net assets (%)(2) .92
Decrease reflected in above expense ratios due to actions by Dreyfus (%)(2) .32
Portfolio turnover rate (%)(2) 36.54
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 1,869
YEAR ENDED
SEPTEMBER 30,
CLASS B 1998
- ---------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Net asset value, beginning of period 12.50
Investment operations: Investment income (loss) -- net(1) .09
Net realized and unrealized gain (loss) on investments (1.00)
Total from investment operations (.91)
Net asset value, end of period 11.59
Total return (%)(2) (7.28)(3)
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%)(2) .71
Ratio of dividends on securities sold short to average net assets (%)(2) .33
Ratio of net investment income to average net assets (%)(2) .73
Decrease reflected in above expense ratios due to actions by Dreyfus (%)(2) .32
Portfolio turnover rate (%)(2) 36.54
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 1,968
(1) BASED ON AVERAGE SHARES OUTSTANDING.
(2) NOT ANNUALIZED.
(3) EXCLUSIVE OF SALES LOAD.
6
<PAGE 6>
YEAR ENDED
SEPTEMBER 30,
CLASS C 1998
- ---------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Net asset value, beginning of period 12.50
Investment operations: Investment income (loss) -- net(1) .09
Net realized and unrealized gain (loss) on investments (.98)
Total from investment operations (.89)
Net asset value, end of period 11.61
Total return (%)(2) (7.12)(3)
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%)(2) .71
Ratio of dividends on securities sold short to average net assets (%)(2) .33
Ratio of net investment income to average net assets (%)(2) .73
Decrease reflected in above expense ratios due to actions by Dreyfus (%)(2)
1.02
Portfolio turnover rate (%)(2) 36.54
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 464
YEAR ENDED
SEPTEMBER 30,
CLASS R 1998
- ---------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Net asset value, beginning of period 12.50
Investment operations: Investment income (loss) -- net(1) .11
Net realized and unrealized gain (loss) on investments (.99)
Total from investment operations (.88)
Net asset value, end of period 11.62
Total return (%)(2) (7.04)
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%)(2) .52
Ratio of dividends on securities sold short to average net assets (%)(2) .33
Ratio of net investment income to average net assets (%)(2) .92
Decrease reflected in above expense ratios due to actions by Dreyfus (%)(2) .5
Portfolio turnover rate (%)(2) 36.54
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 465
(1) BASED ON AVERAGE SHARES OUTSTANDING.
(2) NOT ANNUALIZED.
(3) EXCLUSIVE OF SALES LOAD.
</TABLE>
The Fund 7
<PAGE 7>
Your Investment
ACCOUNT POLICIES
THE DREYFUS PREMIER FUNDS are designed primarily for people who are investing
through a third party, such as a bank, broker-dealer or financial adviser, or in
a 401(k) or other retirement plan. Third parties with whom you open a fund
account may impose policies, limitations and fees which are different from
those described here. Consult your financial representative for more
information.
YOU WILL NEED TO CHOOSE A SHARE CLASS before making your initial investment. In
making your choice, you should weigh the impact of all potential costs over the
length of your investment, including sales charges and annual fees. For example,
in some cases, it can be more economical to pay an initial sales charge than to
choose a class with no initial sales charge but higher annual fees.
(pound)Class A shares can be the most cost-effective choice, if you are
investing for the long term, especially if you are investing $50,000 or more.
(pound)Class B shares can make sense if you have a long time horizon and are
investing less than $50,000.
(pound) Class C shares may be appropriate if you have a shorter or less certain
time horizon and are investing less than $50,000.
(pound) Class R shares are designed for eligible institu-
tions on behalf of their clients. Individuals may not purchase these shares
directly.
Share class charges
EACH SHARE CLASS has its own fee structure. In some cases, you may not have to
pay a sales charge to buy or sell shares. Contact your financial representative
or the SAI to see if this may apply to you.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Sales charges
CLASS A -- CHARGED WHEN YOU BUY SHARES
Sales charge Sales charge as
deducted as a % a % of your
Your investment of offering price net investment
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Up to $49,999 5.75% 6.10%
$50,000 -- $99,999 4.50% 4.70%
$100,000 -- $249,999 3.50% 3.60%
$250,000 -- $499,999 2.50% 2.60%
$500,000 -- $999,999 2.00% 2.00%
$1 million or more* 0.00% 0.00%
</TABLE>
* A 1.00% contingent deferred sales charge may be charged on any shares sold
within one year of purchase (except shares bought through reinvestment).
Class A shares also carry an annual Rule 12b-1 fee of 0.25% of the class's
average daily net assets.
- --------------------------------------------------------------------------------
CLASS B -- CHARGED WHEN YOU SELL SHARES
Contingent deferred sales charge
Time since you bought as a % of your initial investment or
the shares you are selling your redemption (whichever is less)
- --------------------------------------------------------------------------------
Up to 2 years 4.00%
2 -- 4 years 3.00%
4 -- 5 years 2.00%
5 -- 6 years 1.00%
More than 6 years Shares will automatically
convert to Class A
Class B shares also carry an annual Rule 12b-1 fee of 0.75% of the class's
average daily net assets.
- --------------------------------------------------------------------------------
CLASS C -- CHARGED WHEN YOU SELL SHARES
A 1.00% CDSC is imposed on redemptions made within the first year of purchase.
Class C shares also carry an annual Rule 12b-1 fee of 0.75% of the class's
average daily net assets.
- --------------------------------------------------------------------------------
CLASS R -- NO SALES LOAD OR RULE 12B-1 FEES
Reduced Class A sales charge
LETTER OF INTENT: lets you purchase Class A shares over a 13-month period and
receive the same sales charge as if all shares had been purchased at once.
RIGHT OF ACCUMULATION: lets you add the value of any Class A shares you already
own to the amount of your next Class A investment for purposes of calculating
the sales charge.
CONSULT THE STATEMENT OF ADDITIONAL INFORMATION (SAI) OR YOUR FINANCIAL
REPRESENTATIVE FOR MORE DETAILS.
8
<PAGE 8>
Buying shares
THE NET ASSET VALUE (NAV) of each class is generally calculated as of the close
of trading on the New York Stock Exchange ("NYSE") (usually 4:00 p.m. Eastern
time) every day the exchange is open. Your order will be priced at the NAV next
calculated after your order is accepted by the fund's transfer agent. The fund's
investments are valued based on market value or, where market quotations are not
readily available, based on fair value as determined in good faith by the fund's
board.
ORDERS RECEIVED BY DEALERS by the close of trading on the NYSE and transmitted
to the distributor or its designee by the close of its business day (normally 5:
15 p.m. Eastern time) will be based on the NAV determined as of the close of
trading on the NYSE that day.
- --------------------------------------------------------------------------------
Minimum investments
Initial Additional
- --------------------------------------------------------------------------------
REGULAR ACCOUNTS $1,000 $100; $500 FOR
TELETRANSFER INVESTMENTS
TRADITIONAL IRAS $750 NO MINIMUM
SPOUSAL IRAS $750 NO MINIMUM
ROTH IRAS $750 NO MINIMUM
EDUCATION IRAS $500 NO MINIMUM
AFTER THE FIRST YEAR
DREYFUS AUTOMATIC $100 $100
INVESTMENT PLANS
All investments must be in U.S. dollars. Third-party checks cannot be accepted.
You may be charged a fee for any check that does not clear. Maximum TeleTransfer
purchase is $150,000 per day.
Concepts to understand
NET ASSET VALUE (NAV): the market value of one share, computed by dividing the
total net assets of a fund or class by its shares outstanding. The fund's Class
A shares are offered to the public at NAV plus a sales charge. Classes B, C and
R are offered at NAV, but may be subject to higher annual operating fees and a
sales charge upon redemption.
Selling shares
YOU MAY SELL SHARES AT ANY TIME through your financial representative, or you
can contact the fund directly. Your shares will be sold at the next NAV
calculated after your order is accepted by the fund's transfer agent. Any
certificates representing fund shares being sold must be returned with your
redemption request. Your order will be processed promptly and you will generally
receive the proceeds within a week.
TO KEEP YOUR CDSC AS LOW AS POSSIBLE, each time you request to sell shares we
will first sell shares that are not subject to a CDSC, and then those subject to
the lowest charge. The CDSC is based on the lesser of the original purchase cost
or the current market value of the shares being sold, and is not charged on
shares you acquired by reinvesting your dividends. Certain investors may qualify
to have the CDSC waived. Consult your financial representative or the SAI for
details.
BEFORE SELLING RECENTLY PURCHASED SHARES, please note that if the fund has not
yet collected payment for the shares you are selling, it may delay sending the
proceeds until it has collected payment, which may take up to eight business
days.
Written sell orders
Some circumstances require written sell orders along with signature guarantees.
These include:
(pound) amounts of $1,000 or more on accounts whose address has been changed
within the last 30 days
(pound) requests to send the proceeds to a different payee or address
Written sell orders of $100,000 or more must also be signature guaranteed.
A SIGNATURE GUARANTEE helps protect against fraud. You can obtain one from most
banks or securities dealers, but not from a notary public. For joint accounts,
each signature must be guaranteed. Please call us to ensure that your signature
guarantee will be processed correctly.
Your Investment 9
<PAGE 9>
ACCOUNT POLICIES (CONTINUED)
General policies
IF YOUR ACCOUNT FALLS BELOW $500, the fund may ask you to increase your balance.
If it is still below $500 after 45 days, the fund may close your account and
send you the proceeds.
UNLESS YOU DECLINE TELEPHONE PRIVILEGES on your application, you may be
responsible for any fraudulent telephone order as long as Dreyfus takes
reasonable measures to verify the order.
THE FUND RESERVES THE RIGHT TO:
(pound) refuse any purchase or exchange request that could adversely affect the
fund or its operations, including those from any individual or group who, in the
fund' s view, is likely to engage in excessive trading (usually defined as more
than four exchanges out of the fund within a calendar year)
(pound)refuse any purchase or exchange request in excess of 1% of the fund's
total assets
(pound)change or discontinue its exchange privilege, or temporarily suspend
this privilege during unusual market conditions
(pound) change its minimum investment amounts
(pound)delay sending out redemption proceeds for up to seven days (generally
applies only in cases of very large redemptions, excessive trading or during
unusual market conditions)
The fund also reserves the right to make a "redemption in kind" -- payment in
portfolio securities rather than cash -- if the amount you are redeeming is
large enough to affect fund operations (for example, if it represents more than
1% of the fund's assets).
DISTRIBUTIONS AND TAXES
THE FUND GENERALLY PAYS ITS SHAREHOLDERS dividends from its net investment
income, and distributes any net capital gains that it has realized once a year.
Each share class will generate a different dividend because each has different
expenses. Your distributions will be reinvested in the fund unless you instruct
the fund otherwise. There are no fees or sales charges on reinvestments.
FUND DIVIDENDS AND DISTRIBUTIONS ARE TAXABLE to most investors (unless your
investment is in an IRA or other tax-advantaged account). The tax status of any
distribution is the same regardless of how long you have been in the fund and
whether you reinvest your distributions or take them in cash. In general,
distributions are taxable as follows:
- --------------------------------------------------------------------------------
Taxability of distributions
Type of Tax rate for Tax rate for
distribution 15% bracket 28% bracket or above
- --------------------------------------------------------------------------------
INCOME ORDINARY ORDINARY
DIVIDENDS INCOME RATE INCOME RATE
SHORT-TERM ORDINARY ORDINARY
CAPITAL GAINS INCOME RATE INCOME RATE
LONG-TERM
CAPITAL GAINS 10% 20%
Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.
Taxes on transactions
Except between tax-deferred accounts, any sale or exchange of fund shares may
generate a tax liability. Of course, withdrawals or distributions from
tax-deferred accounts are taxable when received.
The table above can provide a guide for potential tax liability when selling or
exchanging fund shares. "Short-term capital gains" applies to fund shares sold
up to 12 months after buying them. "Long-term capital gains" applies to shares
sold after 12 months.
Fee for small accounts
To offset the relatively higher costs of servicing smaller accounts, the fund
charges regular accounts with balances below $2,000 an annual fee of $12. The
fee will be imposed during the fourth quarter of each calendar year.
The fee will be waived for any investor whose aggregate Dreyfus mutual fund
investments total at least $25,000; IRA accounts; accounts participating in
automatic investment programs; accounts opened through a financial institution.
10
<PAGE 10>
SERVICES FOR FUND INVESTORS
THE THIRD PARTY THROUGH WHOM YOU PURCHASED fund shares may impose different
restrictions on these services and privileges offered by the fund, or may not
make them available at all. Consult your financial representative for more
information on the availability of these services and privileges.
Automatic services
BUYING OR SELLING SHARES AUTOMATICALLY is easy with the services described
below. With each service, you select a schedule and amount, subject to certain
restrictions. You can set up most of these services with your application, or by
calling your financial representative or 1-800-554-4611.
- --------------------------------------------------------------------------------
For investing
DREYFUS AUTOMATIC For making automatic investments
ASSET BUILDER((reg.tm)) from a designated bank account.
DREYFUS GOVERNMENT For making automatic investments
DIRECT DEPOSIT from your federal employment,
PRIVILEGE Social Security or other regular
federal government check.
DREYFUS DIVIDEND For automatically reinvesting the
SWEEP dividends and distributions from
one Dreyfus fund into another
(not available for IRAs).
- --------------------------------------------------------------------------------
For exchanging shares
DREYFUS AUTO- For making regular exchanges
EXCHANGE PRIVILEGE from one Dreyfus fund into
another.
- --------------------------------------------------------------------------------
For selling shares
DREYFUS AUTOMATIC For making regular withdrawals
WITHDRAWAL PLAN from most Dreyfus funds. There will be no CDSC
on Class B shares, as long as the amounts withdrawn do not exceed 12% annually
of the account value at the time the shareholder elects to participate in the
plan.
Exchange privilege
YOU CAN EXCHANGE SHARES WORTH $500 OR MORE (no minimum for retirement accounts)
from one class of the fund into the same class of another Dreyfus Premier fund.
You can request your exchange by contacting your financial representative. Be
sure to read the current prospectus for any fund into which you are exchanging
before investing. Any new account established through an exchange will have the
same privileges as your original account (as long as they are available). There
is currently no fee for exchanges, although you may be charged a sales load when
exchanging into any fund that has one.
TeleTransfer privilege
TO MOVE MONEY BETWEEN YOUR BANK ACCOUNT and your Dreyfus fund account with a
phone call, use the TeleTransfer privilege. You can set up TeleTransfer on your
account by providing bank account information and following the instructions on
your application, or contact your financial representative.
Reinvestment privilege
UPON WRITTEN REQUEST, YOU CAN REINVEST up to the number of Class A or B shares
you redeemed within 45 days of selling them at the current share price without
any sales charge. If you paid a CDSC, it will be credited back to your account.
This privilege may be used only once.
Account statements
EVERY FUND INVESTOR automatically receives regular account statements. You'll
also be sent a yearly statement detailing the tax characteristics of any
dividends and distributions you have received.
Your Investment 11
<PAGE 11>
INSTRUCTIONS FOR REGULAR ACCOUNTS
TO OPEN AN ACCOUNT
In Writing
Complete the application.
Mail your application and a check to:
Name of Fund
P.O. Box 6587, Providence, RI 02940-6587
Attn: Institutional Processing
TO ADD TO AN ACCOUNT
Fill out an investment slip, and write your account number on your check.
Mail the slip and the check to: Name of Fund P.O. Box 6587, Providence, RI
02940-6587 Attn: Institutional Processing
By Telephone
WIRE Have your bank send your
investment to The Bank of New York, with these instructions:
* ABA# 021000018
* DDA# 8900276320
* the fund name
* the share class
* your Social Security or tax ID number
* name(s) of investor(s)
* dealer number if applicable
Call us to obtain an account number. Return your application with the account
number on the application.
WIRE Have your bank send your investment to The Bank of New York, with these
instructions:
* ABA# 021000018
* DDA# 8900276320
* the fund name
* the share class
* your account number
* name(s) of investor(s)
* dealer number if applicable
ELECTRONIC CHECK Same as wire, but before your account number insert "1111"
TELETRANSFER Request TeleTransfer on your application. Call us to request your
transaction.
Automatically
WITH AN INITIAL INVESTMENT Indicate on your application which automatic
service(s) you want. Return your application with your investment.
ALL SERVICES Call us or your financial representative to request a form to add
any automatic investing service (see "Services for Fund Investors"). Complete
and return the form along with any other required materials.
TO SELL SHARES
Write a letter of instruction that includes:
* your name(s) and signature(s)
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds
Obtain a signature guarantee or other documentation, if required (see page 9).
Mail your request to: The Dreyfus Family of Funds P.O. Box 6587, Providence, RI
02940-6587 Attn: Institutional Processing
WIRE Call us or your financial representative to request your transaction. Be
sure the fund has your bank account information on file. Proceeds will be wired
to your bank.
TELETRANSFER Call us or your financial representative to request your
transaction. Be sure the fund has your bank account information on file.
Proceeds will be sent to your bank by electronic check.
CHECK Call us or your financial representative to request your transaction. A
check will be sent to the address of record.
AUTOMATIC WITHDRAWAL PLAN Call us or your financial representative to request a
form to add the plan. Complete the form, specifying the amount and frequency of
withdrawals you would like.
Be sure to maintain an account balance of $5,000 or more.
To open an account, make subsequent investments or to sell shares, please
contact your financial representative or call toll free in the U.S.
1-800-554-4611. Make checks payable to: THE DREYFUS FAMILY OF FUNDS
Concepts to understand
WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers. Wire redemptions from the fund are subject to a
$1,000 minimum.
ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.
Concepts to understand
WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers.
ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.
12
<PAGE 12>
INSTRUCTIONS FOR IRAS
TO OPEN AN ACCOUNT
In Writing
Complete an IRA application, making sure to specify the fund name and to
indicate the year the contribution is for.
Mail your application and a check to:
The Dreyfus Trust Company, Custodian P.O. Box 6427, Providence, RI 02940-6427
TO ADD TO AN ACCOUNT
Fill out an investment slip, and write your account number on your check.
Indicate the year the contribution is for.
Mail in the slip and the check to: The Dreyfus Trust Company P.O. Box 6427,
Providence, RI 02940-6427
By Telephone
WIRE Have your bank send your investment to The Bank of New York, with these
instructions:
* DDA# 8900276320
* the fund name
* the share class * your account number
* name of investor
* the contribution year
ELECTRONIC CHECK Same as wire, but before your account number insert "1111".
Automatically
ALL SERVICES Call us or your financial representative to request a form to add
any automatic investing service (see "Services for Fund Investors"). Complete
and return the form along with any other required materials. All contributions
will count as current year.
TO SELL SHARES
Write a letter of instruction that includes:
* your name and signature
* your account number and fund name
* the dollar amount you want to sell
* how and where to send the proceeds
* whether the distribution is qualified or premature
* whether the 10% TEFRA should be withheld
Obtain a signature guarantee or other documentation, if required (see page 9).
Mail in your request to: The Dreyfus Trust Company P.O. Box 6427, Providence,
RI 02940-6427
SYSTEMATIC WITHDRAWAL PLAN Call us to request instructions to establish the
plan.
For information and assistance, contact your financial representative or call
toll free in the U.S. 1-800-554-4611. Make checks payable to: THE DREYFUS TRUST
COMPANY, CUSTODIAN
Your Investment 13
<PAGE 13>
For More Information
Dreyfus Premier Market Neutral Fund
A Series of The Dreyfus Premier Equity Funds, Inc.
- --------------------------------------
SEC file number: 811-2488
More information on this fund is available free upon request, including the
following:
Annual/Semiannual Report
Describes the fund's performance, lists portfolio holdings and contains a letter
from the fund's manager discussing recent market conditions, economic trends
and fund strategies that significantly affected the fund's performance during
the last fiscal year.
Statement of Additional Information (SAI)
Provides more details about the fund and its policies. A current SAI is on file
with the Securities and Exchange Commission (SEC) and is incorporated by
reference (is legally considered part of this prospectus).
To obtain information:
BY TELEPHONE Call your financial representative or 1-800-554-4611
BY MAIL Write to: The Dreyfus Premier Family of Funds 144 Glenn Curtiss
Boulevard Uniondale, NY 11556-0144
ON THE INTERNET Text-only versions of fund documents can be viewed online or
downloaded from: http://www.sec.gov
You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 1-800-SEC-0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009.
(c) 1999, Dreyfus Service Corporation 335P0299
<PAGE>
[Application p 1 here]
<PAGE>
[Application p 2 here]
<PAGE>
DREYFUS PREMIER EQUITY FUNDS, INC.
DREYFUS PREMIER AGGRESSIVE GROWTH FUND
DREYFUS PREMIER EMERGING MARKETS FUND
DREYFUS PREMIER GROWTH AND INCOME FUND
DREYFUS PREMIER MARKET NEUTRAL FUND
CLASS A, CLASS B, CLASS C AND CLASS R SHARES
STATEMENT OF ADDITIONAL INFORMATION
FEBRUARY 1, 1999
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, Dreyfus Premier Emerging Markets
Fund, Dreyfus Premier Growth and Income Fund, and Dreyfus Premier Market
Neutral Fund, each dated February 1, 1999 (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 most recent Annual Report and Semi-Annual Report to Shareholders
for each Fund are separate documents supplied with this Statement of
Additional Information, and the financial statements, accompanying notes and
report of independent auditors appearing in the Annual Report are
incorporated by reference into this Statement of Additional Information.
TABLE OF CONTENTS
Page
Description of the Company and Funds B-2
Management of the Company B-18
Management Arrangements B-25
How To Buy Shares B-29
Distribution Plan and Shareholder Services Plan B-36
How To Redeem Shares B-38
Shareholder Services B-42
Determination of Net Asset Value B-47
Dividends, Distributions and Taxes B-48
Portfolio Transactions B-50
Performance Information B-52
Information About the Company and the Funds B-54
Counsel and Independent Auditors B-56
Appendix B-57
DESCRIPTION OF THE COMPANY AND FUNDS
The Company is a Maryland corporation formed on April 30, 1974. Each
Fund is a separate portfolio of the Company, an open-end management
investment company, known as a mutual fund. Each of Dreyfus Premier
Aggressive Growth Fund and Dreyfus Premier Market Neutral Fund is a
diversified fund, which means that, with respect to 75% of the Fund's total
assets, the Fund will not invest more than 5% of its assets in the
securities of any single issuer. Each of Dreyfus Premier Emerging Markets
Fund and Dreyfus Premier Growth and Income Fund is a non-diversified fund,
which 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 Investment Company
Act of 1940, as amended (the "1940 Act").
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.
Certain Portfolio Securities
The following information supplements and should be read in conjunction
with each Fund's Prospectus.
Depositary Receipts. (All Funds) A Fund may invest in the securities
of foreign issuers in the form of American Depositary Receipts and American
Depositary Shares (collectively, "ADRs") and Global Depositary Receipts and
Global Depositary Shares (collectively, "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.
GDRs are receipts issued outside the United States 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 GDRs in bearer form are
designed for use outside the United States.
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.
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.
Investment Companies. (All Funds) A Fund may invest in securities
issued by other investment companies. Dreyfus Premier Emerging Markets Fund
may invest in securities issued by closed-end investment companies which
principally invest in securities in which it invests. Under 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) A 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. These 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.
Warrants. (All Funds) 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. Each Fund may invest up to 5% of its net assets in
warrants, except that this limitation does not apply to warrants purchased
by the Fund that are sold in units with, or attached to, other securities.
Zero Coupon Securities. (Dreyfus Premier Market Neutral Fund only)
The Fund may invest in zero coupon U.S. Treasury securities, which are
Treasury Notes and Bonds that have been stripped of their unmatured interest
coupons, the coupons themselves and receipts or certificates representing
interests in such stripped debt obligations and coupons. Zero coupon
securities also are issued by corporations and financial institutions which
constitute a proportionate ownership of the issuer's pool of underlying U.S.
Treasury securities. A zero coupon security pays no interest to its holders
during its life and is sold at a discount to its face value at maturity.
The market prices of zero coupon securities generally are more volatile than
the market prices of securities that pay interest periodically and are
likely to respond to a greater degree to changes in interest rates than non-
zero coupon securities having similar maturities and credit qualities.
Money Market Instruments. (All Funds) When the Manager determines that
adverse market conditions exist, a Fund may adopt a temporary defensive
position and invest some or all of its assets in money market instruments,
including U.S. Government securities, repurchase agreements, bank
obligations and commercial paper.
Investment Techniques
In addition to the principal investment strategies discussed in each
Fund's Prospectus, the Funds also may engage in the investment techniques
described below.
Leverage. (All Funds) Leveraging (that is, buying securities using
borrowed money) exaggerates the effect on net asset value of any increase or
decrease in the market value of a Fund's portfolio. These borrowings will
be subject to interest costs which may or may not be recovered by
appreciation of the securities purchased; in certain cases, interest costs
may exceed the return received on the securities purchased. For borrowings
for investment purposes, the 1940 Act requires a 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,
the Fund may be required to sell some of its portfolio holdings 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. The 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.
A 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, a Fund's borrowings generally will be
unsecured.
Although Dreyfus Premier Growth and Income Fund may borrow money for
leveraging as described above, it currently intends to borrow money only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its total assets (including the amount borrowed) valued at the
lesser of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. While borrowings exceed 5% of
its total assets, Dreyfus Premier Growth and Income Fund will not make any
additional investments.
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.
With respect to each Fund, except Dreyfus Premier Market Neutral Fund,
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 relevant Fund's net assets. With respect to Dreyfus
Premier Market Neutral Fund, the Fund will not make a short sale if, after
giving effect to such sale, the market value of all securities sold exceeds
100% of the value of the 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. (All Funds) A Fund may lend securities
from its portfolio to brokers, dealers and other financial institutions
needing to borrow securities to complete certain transactions. In
connection with such loans, the Fund continues to be entitled to payments in
amounts equal to the dividends, interest or other distributions payable on
the loaned securities which affords the Fund an opportunity to earn interest
on the amount of the loan and at the same time to earn income on the loaned
securities' collateral. Loans of portfolio securities may not exceed 33-
1/3% (10% in the case of Dreyfus Premier Aggressive Growth Fund) 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.
Although Dreyfus Premier Growth and Income Fund may lend its portfolio
securities as described above, it currently has no intention of engaging in
such transactions.
Foreign Currency Transactions. (All Funds, except Dreyfus Premier
Market Neutral Fund) A Fund may enter into foreign currency transactions
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; 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, a 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. A Fund's success in these transactions will depend principally on
the ability of the Manager to predict accurately the future exchange rates
between foreign currencies and the U.S. dollar.
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.
Derivatives. (All Funds) Each Fund may invest in, or enter into,
derivatives, such as options and futures, 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.
Although neither the Company nor any Fund will be a commodity pool,
certain derivatives subject the Funds to the rules of the Commodity Futures
Trading Commission which limit the extent to which a Fund can invest in such
derivatives. A Fund may invest in futures contracts and options with
respect thereto for hedging purposes without limit. However, no Fund may
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.
A 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 purchase of
derivatives. To maintain this required cover, the Fund may have to sell
portfolio securities at disadvantageous prices or times since it may not be
possible to liquidate a derivative position at a reasonable price.
Derivatives may 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) A Fund may enter into
futures contracts in U.S. domestic markets, such as the Chicago Board of
Trade and the International Monetary Market of the Chicago Mercantile
Exchange, or on exchanges located outside the United States, such as the
London International Financial Futures Exchange, the Deutsche Termine Borse
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. A Fund may purchase and sell stock index
futures contracts. A stock index future obligates a Fund to pay or receive
an amount of cash equal to a fixed dollar amount specified in the futures
contract multiplied by the difference between the settlement price of the
contract on the contract's last trading day and the value of the index based
on the stock prices of the securities that comprise it at the opening of
trading in such securities on the next business day.
A Fund may purchase and sell currency futures. A foreign currency
future obligates the Fund to purchase or sell an amount of a specific
currency at a future date at a specific price.
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) A Fund may purchase and write (i.e.,
sell) call or put options with respect to specific securities. A call
option gives the purchaser of the option the right to buy, and obligates the
writer to sell, the underlying security or securities at the exercise price
at any time during the option period, or at a specific date. Conversely, a
put option gives the purchaser of the option the right to sell, and
obligates the writer to buy, the underlying security or securities at the
exercise price at any time during the option period.
A covered call option written by a Fund is a call option with respect
to which the Fund owns the underlying security or otherwise covers the
transaction by segregating cash or other securities. A put option written
by a Fund is covered when, among other things, cash or liquid securities
having a value equal to or greater than the exercise price of the option are
placed in a segregated account 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. A Fund may purchase and sell call and put
options in respect of specific securities (or groups or "baskets" of
specific securities) or stock indices listed on national securities
exchanges or traded in the over-the-counter market. An option on a stock
index is similar to an option in respect of specific securities, except that
settlement does not occur by delivery of the securities comprising the
index. Instead, the option holder receives an amount of cash if the closing
level of the stock index upon which the option is based is greater than, in
the case of a call, or less than, in the case of a put, the exercise price
of the option. Thus, the effectiveness of purchasing or writing stock index
options will depend upon price movements in the level of the index rather
than the price of a particular stock.
A Fund may purchase and sell call and put options on foreign currency.
These options convey the right to buy or sell the underlying currency at a
price which is expected to be lower or higher than the spot price of the
currency at the time the option is exercised or expires.
A Fund may purchase cash-settled options on equity index swaps in
pursuit of its investment objective. Equity index swaps involve the
exchange by 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.
Swap Agreements. (Dreyfus Premier Market Neutral Fund) Dreyfus
Premier Market Neutral Fund may enter into equity, interest rate and index
swap agreements in an attempt to obtain a particular return when it is
considered desirable to do so, possibly at a lower cost than if the Fund had
invested directly in the asset that yielded the desired return. Swap
agreements are two-party contracts entered into primarily by institutional
investors for periods ranging from a few weeks to more than a year. In a
standard swap transaction, two parties agree to exchange the returns (or
differentials in rates of return) earned or realized on particular
predetermined investments or instruments, which may be adjusted for an
interest factor. The gross returns to be exchanged or "swapped" between the
parties are generally calculated with respect to a "notional amount," i.e.,
the return on or increase in value of a particular dollar amount invested at
a particular interest rate, or in a "basket" of securities representing a
particular index. Forms of swap agreements include interest rate caps,
under which, in return for a premium, one party agrees to make payments to
the other to the extent interest rates exceed a specified rate or "cap";
interest rate floors, under which, in return for a premium, one party agrees
to make payments to the other to the extent interest rates fall below a
specified level or "floor"; and interest rate collars, under which a party
sells a cap and purchases a floor or vice versa in an attempt to protect
itself against interest rate movements exceeding given minimum or maximum
levels.
Most swap agreements entered into by the Fund would calculate the
obligations of the parties to the agreement on a "net basis." Consequently,
the Fund's current obligations (or rights) under a swap agreement generally
will be equal only to the net amount to be paid or received under the
agreement based on the relative values of the positions held by each party
to the agreement (the "net amount"). The risk of loss with respect to swaps
is limited to the net amount of interest payments that the Fund is
contractually obligated to make. If the other party to a swap defaults, the
Fund's risk of loss consists of the net amount of payments that the Fund
contractually is entitled to receive.
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) A Fund may purchase securities on a
forward commitment or when-issued basis, which means that delivery and
payment take place a number of days after the date of the commitment to
purchase. The payment obligation and the interest rate 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. 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
Fund's 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
Foreign Securities. (All Funds) 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 foreign securities usually are held
outside the United States, a Fund investing in such securities will be
subject to additional risks which include possible adverse political and
economic developments, seizure or nationalization of foreign deposits and
adoption of governmental restrictions which might adversely affect 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. Moreover, foreign securities held by a Fund may
trade on days when the Fund does not calculate its net asset value and thus
affect the Fund's net asset value on days when investors have no access to
the Fund.
Developing countries have economic structures that are generally less
diverse and mature, and political systems that are less stable, than those
of developed countries. The markets of developing countries may be more
volatile than the markets of more mature economies; however, such markets
may provide higher rates of return to investors. Many developing countries
providing investment opportunities for the Funds 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 adverse effects on the economies and securities markets of
certain of these countries.
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.
Lower Rated Securities. (Dreyfus Premier Growth and Income Fund and
Dreyfus Premier Emerging Markets Fund) Each of these Funds is permitted to
invest in higher yielding (and, therefore, higher risk) debt securities
(convertible debt securities with respect to Dreyfus Premier Growth and
Income Fund). These securities include those rated below Baa by Moody's
Investors Service, Inc. ("Moody's") and below BBB 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. These securities are commonly known as junk bonds
and may be subject to certain risks and to greater market fluctuations than
lower yielding investment grade securities. These securities are considered
by the Rating Agencies to be, on balance, predominantly speculative as to
the payment of principal and interest and generally involve more credit risk
than investment grade securities. The retail market for these securities
may be less liquid than that of investment grade securities. Adverse market
conditions could make it difficult for the Fund to sell these securities or
could result in the Fund obtaining lower prices for these securities which
would adversely affect the Fund's net asset value. See "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.
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.
Because there is no established retail secondary market for many of
these securities, a Fund may be able to sell such securities only to a
limited number of dealers or institutional investors. To the extent a
secondary trading market for these securities does exist, it generally is
not as liquid as the secondary market for higher rated securities. The lack
of a liquid secondary market may have an adverse impact on market price and
yield and a Fund's ability to dispose of particular issues when necessary to
meet the Fund's liquidity needs or in response to a specific economic event
such as a deterioration in the creditworthiness of the issuer. The lack of
a liquid secondary market for certain securities also may make it more
difficult for a Fund to obtain accurate market quotations for purposes of
valuing the Fund's portfolio and calculating its net asset value. Adverse
publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the values and liquidity of these securities. In
such cases, judgment may play a greater role in valuation because less
reliable, objective data may be available.
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.
A Fund may acquire these securities during an initial offering. Such
securities may involve special risks because they are new issues. No Fund
has any 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.
Simultaneous Investments. (All Funds) Investment decisions for each
Fund are made independently from those of the other investment companies
advised by the Manager. If, however, such other investment companies desire
to invest in, or dispose of, the same securities as a 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.
Market Neutral Investing. (Dreyfus Premier Market Neutral Fund)
Dreyfus Premier Market Neutral Fund seeks to minimize the risks associated
with investing in the general equity market, but an investment in the Fund
may involve more risk than an investment in a mutual fund not engaging in
the sophisticated hedging transactions of this Fund. It is possible that
the Fund's long positions will decline in value at the same time the value
of the securities sold short increases, thereby increasing the potential for
loss. It also is possible that a particular securities position will not
have the anticipated effect on exposure to market risk or that the
particular combination of securities held long and those sold short by the
Fund will fail to insulate the Fund from general equity market risk as
anticipated.
Under normal circumstances, the Fund will have substantial short
positions so as to neutralize its long positions. To establish a short
position, 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
may not always be able to borrow a security it wants to sell short and thus
will lose the opportunity to benefit from its strategy. There also is the
risk that the Fund will be unable to close out a short position at any
particular time or at an acceptable price. Although the Fund's gain is
limited to the amount at which it sold the security short, its potential
loss is limited only by the maximum attainable price of the security less
the price at which the security was sold.
Investment Restrictions
Each Fund's investment objective is a fundamental policy, 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. In addition, the Funds
have adopted certain investment restrictions as fundamental policies and
certain other investment restrictions as non-fundamental policies, as
described below.
Dreyfus Premier Growth and Income Fund, Dreyfus Premier Emerging
Markets Fund and Dreyfus Premier Market Neutral Fund. Each of these Funds
has adopted investment restrictions numbered 1 through 8 as fundamental
policies, and Dreyfus Premier Market Neutral Fund only has adopted
investment restriction numbered 15 as an additional fundamental policy,
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. None 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.
The following investment restriction numbered 15 is a fundamental
policy and applies only to Dreyfus Premier Market Neutral Fund. Dreyfus
Premier Market Neutral Fund may not:
15. With respect to 75% of the value of its total assets, invest more
than 5% of its assets in the securities of any one issuer or hold more than
10% of the outstanding voting securities of such issuer except for
securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities, which may be purchased without limitation.
* * *
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.
MANAGEMENT OF THE COMPANY
The Company's Board is responsible for the management and supervision
of each Fund. The Board approves all significant agreements with those
companies that furnish services to the Fund. These companies are as
follows:
The Dreyfus Corporation Investment Adviser
Premier Mutual Fund Services, Distributor
Inc.
Dreyfus Transfer, Inc. Transfer Agent
Mellon Bank, N.A. Custodian for Dreyfus Premier
Aggressive Growth Fund and
Dreyfus Premier Growth
and Income Fund
The Bank of New York Custodian for Dreyfus Premier
Emerging Markets Fund
Custodial Trust Company Custodian for Dreyfus Premier
Market Neutral Fund
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 a
director of The Noel Group, Inc., a venture capital company (for which,
from February 1995 until November 1997, he was Chairman of the Board),
The Muscular Dystrophy Association, 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,
Century Business Services, Inc., a provider of various outsourcing
functions for small and medium sized companies, and Career Blazers,
Inc. (formerly, Staffing Resources, Inc.), a temporary placement
agency. 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 55 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 the 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 59 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. 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, 1998, 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, 1998, were as follows:
Total
Compensation From
Aggregate Company and Fund
Name of Board Member Compensation From Complex Paid to
Company* Board Member
Joseph S. DiMartino $10,000 $______ (94)
David P. Feldman $7,500 $______ (37)
John M. Fraser, Jr. $7,500 $______ (14)
Robert R. Glauber $7,500 $______ (20)
James F. Henry $8,000 $______ (10)
Rosalind Gersten Jacobs $7,500 $______ (20)
Irving Kristol $7,500 $______ (10)
Dr. Paul A. Marks $8,000 $______ (10)
Dr. Martin Peretz $8,000 $______ (10)
Bert W. Wasserman $8,000 $______ (10)
_________________
* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $_____ 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 41 years old.
MARGARET W. CHAMBERS, Vice President and Secretary. Senior Vice President
and General Counsel of Funds Distributor, Inc., and an officer of
other investment companies advised or administered by the Manager.
From August 1996 to March 1998, she was Vice President and Assistant
General Counsel for Loomis, Sayles & Company, L.P. From January 1986
to July 1996, she was an associate with the law firm of Ropes & Gray.
She is 38 years old.
MICHAEL S. PETRUCELLI, Vice President, Assistant Treasurer and Assistant
Secretary. 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 37 years old.
STEPHANIE D. PIERCE, Vice President, Assistant Treasurer and Assistant
Secretary. Vice President and Client Development Manager of Funds
Distributor, Inc., and an officer of other investment companies
advised or administered by the Manager. From April 1997 to March
1998, she was employed as a Relationship Manager with Citibank, N.A.
From August 1995 to April 1997, she was an Assistant Vice President
with Hudson Valley Bank, and from September 1990 to August 1995, she
was Second Vice President with Chase Manhattan Bank. She is 30 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 34 years old.
GEORGE A. RIO, Vice President and Assistant Treasurer. Executive Vice
President and Client Service Director of Funds Distributor, Inc., and
an officer of other investment companies advised or administered by
the Manager. From June 1995 to March 1998, he was Senior Vice
President and Senior Key Account Manager for Putnam Mutual Funds.
From May 1994 to June 1995, he was Director of Business Development
for First Data Corporation. From September 1983 to May 1994, he was
Senior Vice President and Manager of Client Services and Director of
Internal Audit at The Boston Company, Inc. He is 43 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 36 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. He is 29 years old.
CHRISTOPHER J. KELLEY, Vice President and Assistant Secretary. Vice
President and Senior Associate General Counsel of the Distributor and
Funds Distributor, Inc., and an officer of other investment companies
advised or administered by the Manager. From April 1994 to July 1996,
he was Assistant Counsel at Forum Financial Group. From October 1992
to March 1994, he was employed by Putnam Investments in legal and
compliance capacities. He is 33 years old.
KATHLEEN K. MORRISEY, Vice President and Assistant Secretary. Manager of
Treasury Services Administration of Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From July 1994 to November 1995, she was a Fund Accountant
for Investors Bank & Trust Company. She is 26 years old.
ELBA VASQUEZ, 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
March 1990 to May 1996, she was employed by U.S. Trust Company of New
York where she held various sales and marketing positions. She is 37
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 November 12, 1998.
The following shareholders owned 5% or more of the outstanding voting
securities of the indicated Funds on November 12, 1998: Dreyfus Premier
Aggressive Growth Fund - Class B shares: National Investor Services F/B/O,
365-98090-10, 55 Water Street, 32nd Floor, New York, New York 10041 -
18.89%; Dreyfus Trust Company, Custodian, F/B/O, Forest W. Bannes III, under
IRA Plan, Los Angles, CA 90002 - 13.76%; Donaldson, Lufkin, Jennette
Securities Corporation, Inc., P.O. Box 2052, Jersey City, New Jersey 07302-
9998 - 12.43%; BHC Securities, Inc., FAO 74014617, ATTN: Mutual Funds, One
Commerce Square, 2005 Market Street, Suite 1200, Philadelphia, PA. 19103 -
9.36%; NFSC - F/E/B/O # 109-162418, FMT Company Custodian IRA Rollover,
F/B/O Stanley E. Burnham, Leesburg, VA 20175 - 7.45%; MLPF&S For the Sole
Benefit of its Customers, ATTN: Fund Administration A/C - 97KB5, 4800 Deer
Lake Drive E, Floor 3, Jacksonville, FL 32246-6484, 6.82%; Class C Shares:
PaineWebber for the Benefit of John K. Powell and Judith H. Powell Co-TTEES
of the River Place Condos, Maperville, IL 60540 - 68.4%; Dreyfus Trust
Company Custodian, Frank E. Gallob, Deceased, Carol Heimer, Beneficiary,
Under IRA Plan, West Hartford, CT, 06117 - 27.11%; Class R shares: Open
Payment Technologies, Inc., Profit Sharing Plan & Trust Agreement, 7500 N.
Dreamy Draw Drive, Suite 210, Phoenix, AZ 85020-4669 - 58.5%; Dreyfus Trust
Company Custodian, F/B/O Darlene Daigger, under SEP-IRA Plan, Joliet, IL
60435-4347 - 11.64%; Premiere Mutual Fund Services, Inc., Attn: Paul
Prescott, 60 State St., Suite 300, Boston, MA 02109-1803 - 9.8%; Dreyfus
Trust Company Custodian, F/B/O Paula Sharf, Under 403(B)(7) Plan, 27 -Flora
Park, New York 11005 - 8.36%; Dreyfus Trust Company Custodian, F/B/O, Edward
J. Miller Under SEP/SAR-SEP IRA Plan, Erol, NJ 08081-1523 - 5.1%; Dreyfus
Premier Emerging Markets - Class A shares: MBCIC, c/o Mellon Bank, ATTN:
Michael Botsford, 919 N. Market Street, Wilmington DE, 19801-3023 - 97.8%;
Class C shares: MBCIC, c/o Mellon Bank, ATTN: Michael Botsford, 919 N.
Market Street, Wilmington, DE 19801-3023 - 95.7% Class C shares: MBCIC, C/o
Mellon Bank, ATTN: Michael Botsford, 919 N. Market Street, Wilmington, DE
19801-3023 - 100%; Class R shares: MBCIC, c/o Mellon Bank, ATTN: Michael
Botsford, 919 M. Market Street, Wilmington, DE 19801-3023 - 100%; Dreyfus
Premier Growth & Income Fund, Class C shares: MLPF&S for the Sole Benefit
of its Customers, ATTN: Fund Administration A/C 97JP9, 4800 Deer Lake Drive
E, Floor 3, Jacksonville, FL 32246-6484 - 27%; Follmer Rudzewicz & Co. PC,
Employees Profit Sharing Plan, F/B/O David M. Gustkey, Hesa, AZ 85215-1064 -
14.7%; Report Systems Inc. Employees Profit Sharing Plan & Trust F/B/O,
Judith A. Brooks, Fenton, MI 48430-3225 - 11.5%; Follmer Rudzewicz & Co, PC
Employees Profit Sharing Plan, F/B/O Anthony Frabotta, Rochester Hills, MI
48309-2728 - 11.1%; Follmer Rudzewicz & Co PC Employees Profit Sharing Plan
F/B/O Diane M. Dherckers, Sterling Heights, MI 48310 - 10.4% - Follmer
Rudzewicz & Co PC Employees Profit Sharing Plan F/B/O Peter E. Meagher III,
White Lake, MI 48386-3554 - 8.99%; Dreyfus Trust Company Custodian F/B/O
George E. Manganelli Under IRA Plan, CT, Kalamazoo, MI 49009-8570 - 6,3%;
Dreyfus Trust Co. Trust, F/B/O Catherine Manganelli, Under IRA Plan,
Kalamazoo, MI 49009-8570 - 6.3%; Follmer Rudzewicz & Co. PC Employees Profit
Sharing Plan, F/B/O Timothy J. Caughlin, Rochester Hills, MI 48309 - 6.1%;
Dreyfus Premier Market Mutual Fund, Class A Shares: MBCIC, c/o Mellon Bank,
ATTN: Michael Botsford, 919 N. Market Street, Wilmington, DE 19801-3023 -
99.2%; Class B Shares: MBCIC c/o Mellon Bank, ATTN: Michael Botsford, 919
N. Market Street, Wilmington, DE 19801-3023 - 94.2%; Class C Shares: MBCIC,
c/o Mellon Bank, ATTN: Michael Botsford, 919 N. Market Street, Wilmington,
DE 19801-3023 - 99.9% Class R shares: MBCIC, c/o Mellon Bank, ATTN:
Michael Botsford, 919 N. Market Street, Wilmington, DE 19801-3023 - 100%. 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 ARRANGEMENTS
Investment Adviser. The Manager is a wholly-owned subsidiary of Mellon
Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank Corporation
("Mellon"). 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.
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 8, 1998. 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; J. David Officer, Vice
Chairman and a director; Ronald P. O'Hanley III, Vice Chairman; William T.
Sandalls, Jr., Executive Vice President; Mark N. Jacobs, Vice President,
General Counsel and Secretary; Patrice M. Kozlowski, Vice President--
Corporate Communications; Mary Beth Leibig, Vice President--Human Resources;
Andrew S. Wasser, Vice President--Information Systems; Theodore A. Schachar,
Vice President; Wendy Strutt, Vice President; Richard Terres, Vice
President; William H. Maresca, Controller; James Bitetto, Assistant
Secretary; Steven F. Newman, 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 John
S. Cone and John J. Nagorniak (with respect to Dreyfus Premier Market
Neutral Fund), Daniel Beneat and Ronald Chapman (with respect to Dreyfus
Premier Emerging Markets Fund), Timothy Ghriskey and Douglas D. Ramos (with
respect to Dreyfus Premier Growth and Income Fund) and Paul A. LaRocco (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 may pay the Distributor for
shareholder services from the Manager's own assets, including past profits
but not including the management fees paid by the Funds. The Distributor
may use part or all of such payments to pay Service Agents (as defined
below) in respect of these services. The Manager also may make such
advertising and promotional expenditures, using its own resources, as it
from time to time deems appropriate.
All expenses incurred in the operation of the 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, 1.25% of the value
of Dreyfus Premier Emerging Markets Fund's average daily net assets, and 1.50%
of the value of Dreyfus Premier Market Neutral Fund's average daily net
assets.
For the fiscal years ended September 30, 1996, 1997 and 1998, the
management fees paid by the Company for Dreyfus Premier Aggressive Growth Fund
amounted to $3,965,630, $3,168,792 and $1,904,346, respectively. For the
period December 29, 1995 (commencement of operations) to September 30, 1996,
and for the fiscal years ended September 30, 1997 and 1998, the management
fees payable by the Company for Dreyfus Premier Growth and Income Fund
amounted to $174,196, $736,630 and $865,004, respectively, which amounts were
reduced by $93,014, $104,847 and $15,082, respectively, pursuant to an
undertaking by the Manager, resulting in a net management fee of $81,172 for
fiscal 1996, $631,783 for fiscal 1997, and $849,922 for fiscal 1998. For the
period March 31, 1998 (commencement of operations) to September 30, 1998, the
management fee payable by the Company for Dreyfus Premier Emerging Markets
Fund amounted to $10,583, which amount was waived pursuant to an undertaking
by the Manager. For the period June 29, 1998 (commencement of operations) to
September 30, 1998, the management fee payable by the Company for Dreyfus
Premier Market Neutral Fund amounted to $18,944, which amount was waived
pursuant to an undertaking by the Manager.
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.
Distributor. Premier Mutual Fund Services, Inc., located at 60 State
Street, Boston, Massachusetts 02109, serves as each Fund's distributor on
a best efforts basis pursuant to an agreement with the Company which is
renewable annually.
With respect to Dreyfus Premier Aggressive Growth Fund, for the fiscal
years ended September 30, 1996, 1997 and 1998, the Distributor retained $0,
$6,161 and $16,473, respectively, from sales loads on Class A shares. For
the same periods, the Distributor retained $0, $3,347 and $1,774 from
contingent deferred sales charges ("CDSC") on Class B shares and $0, $699
and $0 from the CDSC on Class C shares of Dreyfus Premier Aggressive Growth
Fund. With respect to Dreyfus Premier Growth and Income Fund, for the
fiscal years ended September 30, 1996, 1997 and 1998, the Distributor
retained $0, $73,407 and $_______, respectively, from sales loads on Class
A shares. For the same periods, the Distributor retained $23,871, $247,893
and $274,226 from the CDSC on Class B shares and $5,484, $7,050 and $3,377
from the CDSC on Class C shares of Dreyfus Premier Growth and Income Fund.
With respect to Dreyfus Premier Emerging Markets Fund, for the period from
March 31, 1998 to September 30, 1998, the Distributor retained $0 from
sales loads on Class A shares, $0 from the CDSC on Class B shares and $0
from the CDSC on Class C shares. With respect to Dreyfus Premier Market
Neutral Fund, for the period from June 29, 1998 to September 30, 1998, the
Distributor retained $0 from sales loads on Class A shares, $1,943 from the
CDSC on Class B shares and $0 from the CDSC on Class C shares.
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 a Fund, including past profits or any other source available
to it.
The Distributor, at its expense, may provide promotional incentives to
dealers that sell shares of funds advised by the Manager which are sold
with a sales load. In some instances, those incentives may be offered only
to certain dealers who have sold or may sell significant amounts of shares.
Transfer and Dividend Disbursing Agent and Custodian. Dreyfus
Transfer, Inc. (the "Transfer Agent"), 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.
Mellon Bank, N.A., the Manager's parent, One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258, acts as custodian of the investments of
Dreyfus Premier Aggressive Growth Fund and Dreyfus Premier Growth and
Income Fund. The Bank of New York, 90 Washington Street, New York, New
York 10286, acts as custodian of the investments of Dreyfus Premier
Emerging Markets Fund. Custodial Trust Company, Princeton, New Jersey,
acts as custodian of the investments of Dreyfus Premier Market Neutral
Fund. Under a separate custody agreement with the Company, each custodian
holds the relevant Funds' securities and keeps all necessary accounts and
records. For its custody services, each custodian receives a monthly fee
based on the market value of the relevant Funds' assets held in custody and
receives certain securities transactions charges.
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 the Manager or any of its affiliates or subsidiaries,
directors of the Manager, Board members of a fund advised by the Manager,
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, IRAs set up under a Simplified Employee Pension
Plan ("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 Retirement 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 Company reserves the
right to reject any purchase order.
Service Agents may receive different levels of compensation for selling
different Classes of shares. Management understands that some Service
Agents may impose certain conditions on their clients which are different
from those described in the relevant Fund's Prospectus and this Statement of
Additional Information, 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 Company
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 Company. The Company 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 a Fund by a Retirement Plan. Participants and plan sponsors
should consult their tax advisers for details.
Fund shares also may be purchased through Dreyfus-Automatic Asset
Builderr, 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.
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.
Each 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 Funds' investments, see "Determination of
Net Asset Value."
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.
Class A Shares. The public offering price for Class A shares is the
net asset value per share of that Class plus, except for shareholders
beneficially owning shares of Dreyfus Premier Aggressive Growth Fund on
December 31, 1995 or of a Fund on November 30, 1996, a sales load as shown
below:
Total
Sales
Load
As a % of As a % of
Amount of Transaction offering net asset
price per value per
share share
Less than $50,000 5.75 6.10
$50,000 to less than $100,000 4.50 4.70
$100,000 to less than $250,000 3.50 3.60
$250,000 to less than $500,000 2.50 2.60
$500,000 to less than $1,000,000 2.00 2.00
$1,000,000 or more -0- -0-
For shareholders who beneficially owned Class A shares of a Fund on
November 30, 1996, the public offering price for Class A shares of such
Fund, except as set forth below with respect to certain shareholders of
Dreyfus Premier Aggressive Growth Fund, is the net asset value per share of
Class A plus a sales load as shown below:
Total
Sales
Load
As a % of As a % of
Amount of Transaction offering net asset
price per value per
share share
Less than $50,000 4.50 4.70
$50,000 to less than $100,000 4.00 4.20
$100,000 to less than $250,000 3.00 3.10
$250,000 to less than $500,000 2.50 2.60
$500,000 to less than $1,000,000 2.00 2.00
$1,000,000 or more -0- -0-
For shareholders who beneficially owned Class A shares of Dreyfus
Premier Aggressive Growth Fund on December 31, 1995, the public offering
price for Class A shares of Dreyfus Premier Aggressive Growth Fund is the
net asset value per share of Class A plus a sales load as shown below:
Total
Sales
Load
As a % of As a % of
Amount of Transaction offering net asset
price per value per
share share
Less than $100,000 3.00 3.10
$100,000 to less than $250,000 2.75 2.80
$250,000 to less than $500,000 2.25 2.30
$500,000 to less than $1,000,000 2.00 2.00
$1,000,000 or more 1.00 1.00
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 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, 1998 for
each Fund:
Dreyfus Dreyfus Dreyfus Dreyfus
Premier Premier Premier Premier
Aggressive Growth and Emerging Market
Growth Fund Income Fund Markets Neutral
Fund Fund
Net Asset Value per $7.16 $17.39 $7.24 $11.61
Share
Per Share Sales
Charge - 5.75%*
of offering price $.44 $1.06 $.44 $.71
(6.10% of
net asset value
per share)
Per Share Offering
Price to $7.60 $18.45 $7.68 $12.32
the Public
_____________________
* 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 above.
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 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 Manager or any of its affiliates or subsidiaries, directors of the
Manager, Board members of a fund advised by the Manager, 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, 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 Manager or its
affiliates. The purchase of Class A shares of a 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).
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 in the relevant Fund's Prospectus. 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.
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. 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. 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 Manager 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 above, 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 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.
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 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 "How to Redeem Shares--TeleTransfer Privilege."
Reopening an Account. You 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
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 "Distribution Plan") with respect to each
Fund's Class B and Class C shares pursuant to which the Fund pays the
Distributor for distributing the relevant class of shares. The Company's
Board believes that there is a reasonable likelihood that the Distribution
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 Distribution Plan,
and the purposes for which such expenditures were incurred, must be made to
the Board for its review. In addition, the Distribution Plan provides that
it may not be amended to increase materially the costs which holders of a
Fund's Class B or Class C shares may bear pursuant to the Distribution Plan
without the approval of the holders of such shares and that other material
amendments of the Distribution 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 Distribution Plan or in any agreements entered into
in connection with the Distribution Plan, by vote cast in person at a
meeting called for the purpose of considering such amendments. As to each
Fund, the Distribution Plan is subject to annual approval by such vote cast
in person at a meeting called for the purpose of voting on the Distribution
Plan. The Distribution Plan was last so approved by the Board at a meeting
held on June 8, 1998. As to the relevant Class of shares of a Fund, the
Distribution 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 Distribution Plan or in
any agreements entered into in connection with the Distribution Plan or by
vote of the holders of a majority of such Class of shares.
For the fiscal year ended September 30, 1998, Dreyfus Premier
Aggressive Growth Fund paid the Distributor pursuant to the Distribution
Plan $1,369 with respect to Class B shares and $71 with respect to Class C
shares. For the fiscal year ended September 30, 1998, Dreyfus Premier
Growth and Income Fund paid the Distributor pursuant to the Distribution
Plan $526,708 with respect to Class B shares and $35,765 with respect to
Class C shares. For the period March 31, 1998 (commencement of operations)
to September 30, 1998, Dreyfus Premier Emerging Markets Fund paid the
Distributor pursuant to the Distribution Plan $642 with respect to Class B
shares and $626 with respect to Class C shares. For the period June 29,
1998 (commencement of operations) to September 30, 1998, Dreyfus Premier
Market Neutral Fund paid the Distributor pursuant to the Distribution Plan
$3,863 with respect to Class B shares and $931 with respect to Class C
shares.
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 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 8, 1998. 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 1998, Dreyfus Premier Aggressive
Growth Fund paid the Distributor pursuant to the Shareholder Services Plan
$634,269 with respect to Class A shares, $456 with respect to Class B shares
and $24 with respect to Class C shares. For the fiscal year ended September
30, 1998, Dreyfus Premier Growth and Income Fund paid the Distributor
pursuant to the Shareholder Services Plan $100,144 with respect to Class A
shares, $175,569 with respect to Class B shares and $11,922 with respect to
Class C shares. For the period March 31, 1998 (commencement of operations)
to September 30, 1998, Dreyfus Premier Emerging Markets Fund paid the
Distributor pursuant to the Shareholder Services Plan $1,484 with respect to
Class A shares, $214 with respect to Class B shares and $209 with respect to
Class C shares. For the period June 29, 1998 (commencement of operations)
to September 30, 1998, Dreyfus Premier Market Neutral Fund paid the
Distributor pursuant to the Shareholder Services Plan $1,248 with respect to
Class A shares, $1,288 with respect to Class B shares and $310 with respect
to Class C shares.
HOW TO REDEEM SHARES
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 for 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.
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 the 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.
Contingent Deferred Sales Charge--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 below.
If the Company's Board determines to discontinue the waiver of the CDSC,
the disclosure herein 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 or
this Statement of Additional Information 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.
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. 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, your 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.
Wire Redemption Privilege. By using this Privilege, you authorize the
Transfer Agent to act on wire, telephone or letter redemption instructions
from any person representing himself or herself to be you, or a
representative of your Service Agent, and reasonably believed by the
Transfer Agent to be genuine. 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 you have specified on the
Account Application or Shareholder Services Form, or to a correspondent
bank if your bank is not a member of the Federal Reserve System. Fees
ordinarily are imposed by such bank and borne by you. Immediate
notification by the correspondent bank to your bank is necessary to avoid a
delay in crediting the funds to your bank account.
If you have access to telegraphic equipment you 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
If you do not have direct access to telegraphic equipment you may have
the wire transmitted by contacting a TRT Cables operator at 1-800-654-7171,
toll free. You should advise the operator that the above transmittal code
must be used and you 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. You may request by telephone that redemption
proceeds be transferred between your Fund account and your bank account.
Only a bank account maintained in a domestic financial institution which is
an Automated Clearing House member may be designated. 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. Redemption proceeds will be on deposit in the your
account at an ACH member bank ordinarily two business days after receipt of
the redemption request. You should be aware that if you 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. See "How
to Buy Shares--TeleTransfer Privilege."
Stock Certificates; Signatures. Any certificates representing Fund
shares to be redeemed must be submitted with the redemption request.
Written redemption requests must be signed by each shareholder, including
each holder of a joint account, and each signature must be guaranteed.
Signatures on endorsed certificates submitted for redemption also must be
guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing
agencies, and savings associations, as well as from participants in the New
York Stock Exchange Medallion Signature Program, the Securities Transfer
Agents Medallion Program ("STAMP") and the Stock Exchanges Medallion
Program. Guarantees must be signed by an authorized signatory of the
guarantor and "Signature-Guaranteed" must appear with the signature. The
Transfer Agent may request additional documentation from corporations,
executors, administrators, trustees or guardians, and may accept other
suitable verification arrangements from foreign investors, such as consular
verification.
Redemption Commitment. The Company has committed itself to pay in
cash all redemption requests by any shareholder of record of a Fund,
limited in amount during any 90-day period to the lesser of $250,000 or 1%
of such 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 and is a fundamental policy of the Company which
may not be changed without shareholder approval. 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
Fund Exchanges. You may purchase, in exchange for shares of a Class of
a Fund, shares of the same class of another Fund or of certain other funds
managed or administered by the Manager, to the extent such shares are
offered for sale in your state of residence. 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, your Service Agent acting
on your behalf must notify the Transfer Agent of your prior ownership of
fund shares and your account number.
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 Manager. 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 request an exchange, your Service Agent acting on your 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 you check the applicable "No" box on the
Account Application, indicating that you specifically refuses this
Privilege. By using the Telephone Exchange Privilege, you authorize the
Transfer Agent to act on telephonic instructions (including over The Dreyfus
Touchr 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. 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. No fees currently are charged shareholders directly in
connection with exchanges, although the Company 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.
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.
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.
Auto-Exchange Privilege. The Auto-Exchange Privilege permits you 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 certain funds in 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. You will be notified if your account falls
below the amount designated to be exchanged under this Privilege. In this
case, your 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 1-800-554-4611. 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.
Dreyfus-Automatic Asset Builderr. Dreyfus-Automatic Asset Builder
permits you to purchases 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.
Government Direct Deposit Privilege. The 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 U.S. Government
automatically deposited into your fund account. You may deposit as much of
such payments as you elect.
Payroll Savings Plan. The 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. It is the sole
responsibility of your employer, not the Distributor, the Manager, the
Company, the Transfer Agent or any other person, to arrange for transactions
under the Payroll Savings Plan.
Dividend Options. Dividend Sweep allows you to invest automatically
your dividends or dividends and capital gain distributions, if any, from a
Fund in shares of the same Class of another fund in the Dreyfus Premier
Family of Funds or certain funds in the Dreyfus Family of Funds of which
you are 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
the shares of other funds that impose a CDSC and the
applicable CDSC, if any, will be imposed upon redemption of
such shares.
Dividend ACH permits you to transfer electronically dividends or
dividends and capital gain distributions, if any, from a 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.
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.
Withdrawal payments are the proceeds from sales of Fund shares, not the
yield on the shares. If withdrawal payments exceed reinvested dividends and
distributions, your shares will be reduced and eventually may be depleted.
Automatic Withdrawal may be terminated at any time by you, the Company 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.
Certain 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.
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.
Corporate Pension/Profit-Sharing and Personal 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, Rollover
IRAs and Education IRAs) 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 (except SEP-IRAs), 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.
If you wish to purchase Fund shares in conjunction with a Keogh Plan, a
403(b)(7) Plan or an IRA, including a SEP-IRA, you 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 for 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 for subsequent
purchases.
You should read the prototype retirement plan and the appropriate form
of custodial agreement for further details on eligibility, service fees and
tax implications, and you should consult a tax adviser.
DETERMINATION OF NET ASSET VALUE
Valuation of Portfolio Securities. Portfolio 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 by the Federal Reserve Bank of New York or, if no such rate
is quoted on such date, at the exchange rate previously quoted by the
Federal Reserve Bank of New York, or at 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
Management believes that each Fund has qualified as a "regulated
investment company" under the Code for the fiscal year ended September 30,
1998. 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. If a Fund did not qualify as
a regulated investment company, it would be treated for tax purposes as an
ordinary corporation subject to Federal income tax. The term "regulated
investment company" does not imply the supervision of management or
investment practices or policies by any government agency.
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 dividends or distributions 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.
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.
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 the 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 the 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 988 and 1256 of the Code. As such, all or a portion of any short
or long-term capital gain from certain "straddle" transactions may be
recharacterized as 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" could 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" rules apply to positions
established by the Fund, losses realized by the Fund will be deferred to the
extent of unrealized gain in any offsetting positions. 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 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 under Section
1296 of the Code with respect to PFIC securities that are marked-to-market.
PORTFOLIO TRANSACTIONS
The Manager supervises the placement of orders on behalf of each Fund
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 Funds and other
clients 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 Funds.
Sales by a broker of shares of a Fund or other funds advised by the
Manager or its affiliates 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, 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 a
Fund's 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, a 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, 1996, 1997 and 1998, Dreyfus Premier Aggressive
Growth Fund paid total brokerage commissions of $2,061,365, $1,083,343 and
$721,838, respectively. For the period December 29, 1995 (commencement of
operations) through September 30, 1996 and for the fiscal years ended
September 30, 1997 and 1998, Dreyfus Premier Growth and Income Fund paid
total brokerage commissions of $204,850, $567,264 and $363,436,
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, 1996, 1997 and 1998, totalled $2,894,060,
$2,106,636 and $461,920, 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 years ended September 30, 1997 and
1998, totalled $798,333, $761,346, and $292,480, respectively, with respect
to Dreyfus Premier Growth and Income Fund. For the period March 31, 1998
(commencement of operations) to September 30, 1998, Dreyfus Premier Emerging
Markets Fund paid total brokerage commissions of $21,119. For the period
June 29, 1998 (commencement of operations) to September 30, 1998, Dreyfus
Premier Market Neutral Fund paid total brokerage commissions of $11,788.
These amounts do not include gross spreads and concessions with principal
transactions which, where determinable for such periods, amounted to $0 for
Dreyfus Premier Emerging Markets Fund and $0 for Dreyfus Premier Market
Neutral Fund. None of the aforementioned amounts were paid to the
Distributor.
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.
The total return for each Fund for the indicated period ended September
30, 1998 was as follows:
Aggregate
Total Return Aggregate
Since Total Return Average Average
Inception Since Average Annual Annual
Based on Net Inception Annual Total Total
Name of Fund Asset Value Based on Total Return for Return for
(without Maximum Return 5 Years, 10 Years,
deduction of Offering Price for One Except as Except
maximum (with Year noted as noted
CDSC) deduction of
maximum CDSC)
Dreyfus
Premier
Aggressive
Growth Fund
Class A 698.14%(1) 652.40%(1) (57.66)% (13.10)% (0.95)%
Class B (52.76)%(2) (54.18)%(2) (57.24)% (24.79)%(2) N/A
Class C (52.43)%(2) (52.43)%(2) (55.65)% (23.75)%(2) N/A
Class R (51.75)%(2) N/A (55.31)% (22.36)%(2) N/A
Dreyfus
Premier
Growth and
Income Fund
Class A 66.67(3) 57.11%(3) 12.36% 17.79%(3) N/A
Class B 63.11%(3) 60.11%(3) (10.99)% 18.59%(3) N/A
Class C 63.09%(3) 63.09%(3) (8.46)% 19.39%(2) N/A
Class R 63.90%(3) N/A (6.89)% 20.91%(3) N/A
Dreyfus
Premier
Emerging
Markets Fund
Class A (42.08)% (4) (45.40)%(4) (70.19)%(4) N/A N/A
Class B (42.32)%(4) (44.63)%(4) (69.34)%(4) N/A N/A
Class C (42.32)%(4) (42.90)%(4) (67.40)%(4) N/A N/A
Class R (42.00)%(4) N/A (66.36)%(4) N/A N/A
Dreyfus
Premier
Market
Neutral Fund
Class A (7.12)%(5) (12.44)%(5) (40.01)%(5) N/A N/A
Class B (7.28)%(5) (10.99)%(5) (36.10)%(5) N/A N/A
Class C (7.12)%(5) (8.05)%(5) (27.59)%(5) N/A N/A
Class R (7.04)%(5) N/A (24.48)%(5) N/A N/A
_____________________________________
(1) From June 23, 1969 (commencement of operations) through September 30, 1998.
(2) From January 3, 1996 (commencement of operations) through September 30,
1998.
(3) From December 29, 1995 (commencement of operations) through September 30,
1998.
(4) From March 31, 1998 (commencement of operations) through September 30,
1998.
(5) From June 29, 1998 (commencement of operations) through September 30, 1998.
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 COMPANY AND THE FUNDS
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.
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, 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 shareholders
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.
To date, the Board has authorized the creation of four 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.
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 is intended to be a long-term investment vehicle and is not
designed to provide investors with a means of speculating 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 Company's management determines that an investor is following a market-
timing strategy or is otherwise engaging in excessive trading, the Company,
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 a
Fund during any calendar year (for calendar year 1998, beginning on January
15th) or who makes exchanges that appear to coincide with a 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 Company may
refuse or restrict purchase or exchange requests for Fund shares by any
person or group if, in the judgment of the Company'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 Company will
take no other action with respect to the Fund shares until it receives
further instructions from the investor. A 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 Company's policy on excessive trading
applies to investors who invest in a 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 Company 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.
Each Fund will send annual and semi-annual financial statements to all
its shareholders.
COUNSEL AND INDEPENDENT AUDITORS
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 independent auditors of the
Company.
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.
DREYFUS PREMIER EQUITY FUNDS, INC.
PART C. OTHER INFORMATION
_________________________
Item 23. Exhibits. - List
_______ ________________
(1)(a) Registrant's Articles of Amendment and Restatement are
incorporated by reference to Exhibit (1)(a) of Post-
Effective Amendment No. 59 to the Registration Statement
on Form N-1A, filed on December 29, 1995.
(1)(b) Registrants Articles 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) Registrant's 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) Registrant's 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 February 29, 1998.
(1)(e) Registrant's Articles of Amendment.
(2) Registrant's By-Laws, as amended.
(4) Management Agreement, as amended.
(5)(a) Distribution Agreement, as amended.
(5)(b) Forms of Service Agreement are incorporated by reference
to Exhibit (6)(b) Post-Effective Amendment No. 61 to the
Registration Statement on Form N-1A, filed on June 27,
1996.
(7)(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.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ ____________________________________________________
(7)(b) Custody Agreement with respect to Dreyfus Premier
Aggressive 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.
(7)(c) Custody Agreement with respect to Dreyfus Premier Market
Neutral Fund.
(8) Shareholder Services Plan, as amended.
(9) 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.
(10) Consent of Independent Auditors.
(13) Distribution Plan, as revised.
(14) Financial Data Schedule.
(15) Rule 18f-3 Plan, as revised.
Other Exhibits
______________
(a) Powers of Attorney.
(b) Certificate of Secretary.
Item 25. 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 Articles VIII of the Registrant's By-Laws
filed as Exhibit 2 herein, and by the following undertaking set
forth in the rules promulgated by the Securities and Exchange
Commission:
Item 25. Indemnification (continued)
_______ ____________________________
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in such Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
such Act and will be governed by the final adjudication of such
issue.
Reference is also made to the Distribution Agreement filed as Exhibit
(5)(a) herein.
Item 26. Business and Other Connections of Investment Adviser.
_______ ____________________________________________________
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business
consists primarily of providing investment management services
as the investment adviser and manager for sponsored investment
companies registered under the Investment Company Act of 1940
and as an investment adviser to institutional and individual
accounts. Dreyfus also serves as sub-investment adviser to
and/or administrator of other investment companies. Dreyfus
Service Corporation, a wholly-owned subsidiary of Dreyfus,
serves primarily as a registered broker-dealer. Dreyfus
Investment Advisors, Inc., another wholly-owned subsidiary,
provides investment management services to various pension
plans, institutions and individuals.
Item 26. Business and Other Connections of Investment Adviser (continued)
________ ________________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
W. KEITH SMITH Senior Vice Chairman:
Chairman of the Mellon Bank, N.A.*;
Board President and Director:
The Bridgewater Land Co., Inc.**;
Mellon Preferred Capital Corporation**;
TBC Securities Co., Inc.**;
Wellington-Medford II Properties, Inc.**;
Chairman, President and Chief Executive Officer:
Shearson Summit Euromanagement, Inc.*;
Shearson Summit EuroPartners, Inc.*;
Shearson Summit Management, Inc.*;
Shearson Summit Partners, Inc.*;
Shearson Venture Capital, Inc.*;
Chairman and Chief Executive Officer:
The Boston Company, Inc.**;
Boston Safe Deposit and Trust Company**;
Boston Group Holdings, Inc.**;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405;
The Boston Company Asset Management, Inc.**;
Mellon Europe Limited
London, England;
Mellon Global Investing Corp.*;
Mellon Accounting Services, Inc.*;
MGIC-UK Ltd.;
Mellon Capital Management Corporation***;
Chairman:
Mellon Financial Company*;
Buck Consultants, Inc.
1 Pennsylvania Plaza, 29th Floor
New York, New York 10019;
Director and Vice Chairman:
Mellon Financial Services Corporation*;
Mellon Bank Corporation*;
Trustee:
Laurel Capital Advisors, LLP*;
Mellon Equity Associates, LLP*;
Mellon Bond Associates, LLP*;
Past Director:
Access Capital Strategies Corp.
124 Mount Auburn Street
Suite 200 North
Cambridge, MA 02138
W. KEITH SMITH Past Trustee:
Chairman of the Board Franklin Portfolio Associates Trust
(continued) 2 International Place, 22nd Floor
Boston, MA 02110
MANDELL L. BERMAN Real estate consultant and private investor:
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034
BURTON C. BORGELT Director:
Director Dentsply
International, Inc.
570 West College Avenue
York, Pennsylvania 17405;
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*;
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Alleghany Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067;
Past Chairman, President and Chief Executive Officer:
Mellon Bank, N.A.*
STEPHEN E. CANTER Chairman and President:
Vice Chairman, Dreyfus Investment Advisors, Inc.****;
Chief Investment Director:
Officer, and a The Dreyfus Trust Company+;
Director Acting Chief Executive Officer:
Founders Asset Management, Inc.
2930 E. 3rd Avenue
Denver, CO 80206
CHRISTOPHER M. CONDRON President and Chief Operating Officer:
President, Chief Mellon Bank, N.A.*;
Executive Officer, President and Director:
Chief Operating Boston Safe Advisors, Inc.**;
Officer and a Vice-Chairman and Director:
Director Mellon Bank Corporation*;
The Boston Company, Inc.**;
Director:
Certus Asset Advisors Corporation++;
Mellon Capital Management Corporation***;
Boston Safe Deposit and Trust Company**;
CHRISTOPHER M. CONDRON Past President and Director:
President, Chief The Boston Company Financial Services, Inc.**;
Executive Officer, Boston Safe Deposit and Trust Company**;
Chief Operating Past President:
Officer and a Director The Boston Company Financial Strategies,
(continued) Inc.**;
Acting Chief Executive Officer:
Founders Asset Management, Inc.
Denver, CO
Past Director:
Mellon Preferred Capital Corporation**;
Access Capital Strategies Corp.
124 Mount Auburn Street
Suite 200 North
Cambridge, MA 02138;
Past Chairman, President, and Chief Executive Officer:
The Boston Company Asset Management, Inc.**;
Past Partner Representative:
Pareto Partners
271 Regent Street
London, England W1R 8PP;
Past Trustee:
Franklin Portfolio Associates Trust
2 International Place, 22nd Floor
Boston, MA. 02710;
Mellon Bond Associates, LLP*;
Mellon Equity Associates, LLP*;
LAWRENCE S. KASH Executive Vice President:
Vice Chairman- Mellon Bank, N.A.*;
Distribution and a Chairman, President and Director:
Director The Dreyfus Consumer Credit Corporation****;
Trustee, President and Chief Executive Officer:
Laurel Capital Advisors, LLP*;
Director:
Dreyfus Investment Advisors, Inc.****;
Seven Six Seven Agency, Inc.****;
President and Director:
Dreyfus Service Corporation+;
Dreyfus Precious Metals, Inc.+;
Dreyfus Service Organization, Inc.****;
The Boston Company, Inc.**;
Boston Group Holdings, Inc.**;
Chairman and Chief Executive Officer:
Dreyfus Brokerage Services, Inc.
401 North Maple Avenue
Beverly Hills, CA 90210;
Chairman, President and Chief Executive Officer:
The Dreyfus Trust Company+;
The Boston Company Advisors, Inc.
Wilmington, DE.
J. DAVID OFFICER Director:
Vice Chairman Dreyfus Financial Services Corporation*****;
and a Director Dreyfus Investment Services Corporation*****;
J. DAVID OFFICER Mellon Trust of Florida
Vice Chairman 2875 Northeast 191st Street
and a Director North Miami Beach, Florida 33180;
(continued) Mellon Preferred Capital Corporation**;
Boston Group Holdings, Inc.**;
Mellon Trust of New York
1301 Avenue of the Americas - 41st Floor
New York, New York 10019;
Mellon Trust of California
400 South Hope Street
Los Angeles, California 90071-2806;
Dreyfus Insurance Agency of Massachusetts, Inc.
53 State Street
Boston, Massachusetts 02109;
Executive Vice President:
Dreyfus Service Corporation****;
Mellon Bank, N.A.*;
Vice Chairman and Director:
The Boston Company, Inc.**;
President and Director:
RECO, Inc.**;
The Boston Company Financial Services, Inc.**;
Boston Safe Deposit and Trust Company**;
RICHARD F. SYRON Chairman of the Board and Chief Executive Officer:
Director 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
RONALD P. O'HANLEY III Director:
Vice Chairman The Boston Company Asset Management, LLC**;
TBCAM Holding, Inc.**;
Franklin Portfolio Holdings, Inc.
Two International Place - 22nd Floor
Boston, Massachusetts 02110;
Mellon Capital Management Corporation***;
Certus Asset Advisors Corporation++;
Mellon-France Corporation***;
Chairman and Director:
Boston Safe Advisors, Inc.**;
RONALD P. O'HANLEY III Partner Representative:
Vice Chairman Pareto Partners
(continued) 271 Regent Street
London, England W1R 8PP;
Chairman and Trustee:
Mellon Bond Associates, LLP*;
Mellon Equity Associates, LLP*;
Trustee:
Laurel Capital Advisors, LLP*;
Chairman, President and Chief Executive Officer:
Mellon Global Investing Corp.*;
Partner:
McKinsey & Company, Inc.
Boston, Massachusetts
WILLIAM T. SANDALLS, JR. Chairman and Director:
Executive Vice President Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903;
President and Director:
Dreyfus-Lincoln, Inc.
4500 New Linden Hill Rd.
Wilmington, DE 19808;
Executive Vice President and Chief Financial Officer:
Dreyfus Service Corporation****;
Executive Vice President, Treasurer and Director:
Dreyfus Service Organization, Inc.****;
Director and Treasurer:
Dreyfus Investment Advisors, Inc.****;
Seven Six Seven Agency, Inc.****;
Dreyfus Precious Metals, Inc.+;
Director, Vice President and Treasurer:
The Dreyfus Consumer Credit Corporation****;
The TruePenny Corporation****
Director, Treasurer and Chief Financial Officer:
The Dreyfus Trust Company+;
Past Director and President:
Lion Management, Inc.****;
Dreyfus Partnership Management, Inc.****;
Past Director and Executive Vice President:
Dreyfus Service Organization, Inc.****;
Past Director and Treasurer:
Dreyfus Personal Management, Inc.****
MARK N. JACOBS Director:
Vice President, Dreyfus Service Organization, Inc.****;
General Counsel The Dreyfus Trust Company+;
and Secretary Dreyfus Investment Advisors, Inc.****;
Director and President:
The TruePenny Corporation****;
Past Director, Vice President and Secretary:
Lion Management, Inc.****
Past Secretary:
The TruePenny Corporation****;
Dreyfus Investment Advisers****
PATRICE M. KOZLOWSKI None
Vice President-
Corporate Communications
MARY BETH LEIBIG None
Vice President-
Human Resources
ANDREW S. WASSER Vice President:
Vice President- Mellon Bank Corporation*
Information Services
Theodore A. Schachar Vice President:
Vice President Dreyfus Service Corporation****;
Dreyfus Investment Advisers, Inc.****;
Dreyfus Precious Metals, Inc.+;
Dreyfus Service Organization, Inc.****
Wendy Strutt None
Vice President
Richard Terres None
Vice President
William H. Maresca Director:
Controller The Dreyfus Trust Company+;
Chief Financial Officer:
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903;
Assistant Treasurer:
Dreyfus Service Organization, Inc.****
JAMES BITETTO Secretary:
Assistant Secretary The TruePenny Corporation****;
Assistant Secretary:
Dreyfus Service Corporation****;
Dreyfus Investment Advisers, Inc.****;
Dreyfus Service Organization, Inc.****
STEVEN F. NEWMAN Vice President, Secretary and Director:
Assistant Secretary Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903;
Secretary:
Dreyfus Service Organization, Inc.****
______________________________________
* The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
** The address of the business so indicated is One Mellon Bank Place,
Boston, Massachusetts, 02108.
*** The address of the business so indicated is 595 Market Street, Suite
3000, San Francisco CA 94105.
**** The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
***** The address of the business so indicated is Union Trust Building,
501 Grant Street, Pittsburgh, PA 15259.
+ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York, 11556-0144.
++ The address of the business so indicated is One Bush Street, Suite
450, San Francisco, CA. 94104.
Item 27. 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 Funds
24) Dreyfus Growth and Income Fund, Inc.
25) Dreyfus Growth and Value Funds, Inc.
26) Dreyfus Growth Opportunity Fund, Inc.
27) Dreyfus Debt and Equity Funds
28) Dreyfus Index Funds, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Preferred Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Funds, Inc.
35) Dreyfus Investment Grade Bond Funds, Inc.
36) Dreyfus Investment Portfolios
37) The Dreyfus/Laurel Funds, Inc.
38) The Dreyfus/Laurel Funds Trust
39) The Dreyfus/Laurel Tax-Free Municipal Funds
40) Dreyfus LifeTime Portfolios, Inc.
41) Dreyfus Liquid Assets, Inc.
42) Dreyfus Massachusetts Intermediate Municipal Bond Fund
43) Dreyfus Massachusetts Municipal Money Market Fund
44) Dreyfus Massachusetts Tax Exempt Bond Fund
45) Dreyfus MidCap Index Fund
46) Dreyfus Money Market Instruments, Inc.
47) Dreyfus Municipal Bond Fund, Inc.
48) Dreyfus Municipal Cash Management Plus
49) Dreyfus Municipal Money Market Fund, Inc.
50) Dreyfus New Jersey Intermediate Municipal Bond Fund
51) Dreyfus New Jersey Municipal Bond Fund, Inc.
52) Dreyfus New Jersey Municipal Money Market Fund, Inc.
53) Dreyfus New Leaders Fund, Inc.
54) Dreyfus New York Insured Tax Exempt Bond Fund
55) Dreyfus New York Municipal Cash Management
56) Dreyfus New York Tax Exempt Bond Fund, Inc.
57) Dreyfus New York Tax Exempt Intermediate Bond Fund
58) Dreyfus New York Tax Exempt Money Market Fund
59) Dreyfus U.S. Treasury Intermediate Term Fund
60) Dreyfus U.S. Treasury Long Term Fund
61) Dreyfus 100% U.S. Treasury Money Market Fund
62) Dreyfus U.S. Treasury Short Term Fund
63) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
64) Dreyfus Pennsylvania Municipal Money Market Fund
65) Dreyfus Premier California Municipal Bond Fund
66) Dreyfus Premier Equity Funds, Inc.
67) Dreyfus Premier International Funds, Inc.
68) Dreyfus Premier GNMA Fund
69) Dreyfus Premier Worldwide Growth Fund, Inc.
70) Dreyfus Premier Insured Municipal Bond Fund
71) Dreyfus Premier Municipal Bond Fund
72) Dreyfus Premier New York Municipal Bond Fund
73) Dreyfus Premier State Municipal Bond Fund
74) Dreyfus Premier Value Fund
75) Dreyfus Short-Intermediate Government Fund
76) Dreyfus Short-Intermediate Municipal Bond Fund
77) The Dreyfus Socially Responsible Growth Fund, Inc.
78) Dreyfus Stock Index Fund, Inc.
79) Dreyfus Tax Exempt Cash Management
80) The Dreyfus Third Century Fund, Inc.
81) Dreyfus Treasury Cash Management
82) Dreyfus Treasury Prime Cash Management
83) Dreyfus Variable Investment Fund
84) Dreyfus Worldwide Dollar Money Market Fund, Inc.
85) General California Municipal Bond Fund, Inc.
86) General California Municipal Money Market Fund
87) General Government Securities Money Market Fund, Inc.
88) General Money Market Fund, Inc.
89) General Municipal Bond Fund, Inc.
90) General Municipal Money Market Fund, Inc.
91) General New York Municipal Bond Fund, Inc.
92) General New York Municipal Money Market Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Compliance Treasurer
Officer
Joseph F. Tower, III+ Director, Senior Vice President, Vice President
Treasurer and Chief Financial and Assistant
Officer 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.
++ Principal business address is 200 Park Avenue, New York, New York
10166.
Item 28. Location of Accounts and Records
________________________________
1. Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
2. Custodial Trust Company
101 Carnegie Center
Princeton, New Jersey 08540-6231
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 29. Management Services
_______ ___________________
Not Applicable
Item 30. Undertakings
________ ____________
Not Applicable
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 the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, and State
of New York on the ____ day of November, 1998.
DREYFUS PREMIER EQUITY FUNDS, INC.
BY: /s/Marie E. Connolly*
__________________________________________
MARIE E. CONNOLLY, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
__________________________ _______________________________
/s/Marie E. Connolly* President and Treasurer 11/__/98
______________________________ (Principal Executive, Financial
Marie E. Connolly and Accounting Officer)
/s/Joseph S. DiMartino* Director 11/__/98
_____________________________
Joseph S. DiMartino
/s/David P. Feldman* Director 11/__/98
______________________________
David P. Feldman
/s/John M. Fraser, Jr.* Director 11/__/98
_____________________________
John M. Fraser, Jr.
/s/Robert R. Glauber* Director 11/__/98
_____________________________
Robert R. Glauber
/s/James F. Henry* Director 11/__/98
_____________________________
James F. Henry
/s/Rosalind Gersten Jacobs* Director 11/__/98
______________________________
Rosalind Gersten Jacobs
/s/Irving Kristol* Director 11/__/98
_____________________________
Irving Kristol
/s/Dr. Paul A. Marks* Director 11/__/98
_____________________________
Dr. Paul A. Marks
/s/Dr. Martin Peretz* Director 11/__/98
_____________________________
Dr. Martin Peretz
/s/Bert W. Wasserman* Director 11/__/98
_____________________________
Bert W. Wasserman
BY: /s/Stephanie Pierce
___________________
Stephanie Pierce,
Attorney-in-Fact
INDEX OF EXHIBITS
(1)(e) Articles of Amendment
(2) By-Laws
(4) Management Agreement
(5)(a) Distribution Agreement
(7)(c) Custody Agreement
(8) Shareholder Services Plan
(10) Consent of Independent Auditors
(13) Distribution Plan
(14) Financial Data Schedule
(15) Rule 18f-3 Plan
Other Exhibits
(a) Power of Attorney
(b) Certificate of Secretary
-3-
ARTICLES SUPPLEMENTARY
DREYFUS PREMIER EQUITY FUNDS, INC., a Maryland corporation having
its principal office in the State of Maryland at 300 East Lombard Street,
Baltimore, Maryland (hereinafter called the "Corporation"), hereby certifies
to the State Department of Assessments and Taxation of Maryland that:
FIRST: The aggregate number of shares of Common Stock that the
Corporation has authority to issue is increased by two hundred million
(200,000,000) shares of Common Stock, $1.00 par value per share, with an
aggregate par value of two hundred million dollars ($200,000,000), all of
which shall be classified as shares of Dreyfus Premier Market Neutral Fund
(the "Fund" and together with the other investment portfolios of the
Corporation, the "Funds"), of which fifty million (50,000,000) of such
shares shall be Class A Common Stock, fifty million (50,000,000) of such
shares shall be Class B Common Stock, fifty million (50,000,000) of such
shares shall be Class C Common Stock and fifty million (50,000,000) of such
shares shall be Class R Common Stock of the Fund.
SECOND: The shares of Class A Common Stock, Class B Common Stock,
Class C Common Stock and Class R Common Stock of the Fund have the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption as set forth in Article FIFTH of the Corporation's Charter and
shall be subject to all provisions of the Corporation's Charter relating to
stock of the Corporation generally, and to the following:
(1) As more fully set forth hereinafter, the assets and
liabilities and the income and expenses of the Class A, Class B, Class C and
Class R Common Stock of the Fund shall be determined separately from each
other and from the other investment portfolios of the Corporation and,
accordingly, the Fund's net asset value, dividends and distributions payable
to holders, and amounts distributable in the event of liquidation of the
Fund or the Corporation to holders of shares of the Fund's stock may vary
from class to class and from classes of other investment portfolios of the
Corporation. Except for these differences, and certain other differences
hereinafter set forth, each class of the Fund's stock shall have the same
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption.
(2) Assets of the Fund attributable to the Class A, Class B,
Class C and Class R Common Stock of the Fund shall be invested in the same
investment portfolio of the Fund.
(3) The proceeds of the redemption of the shares of any class of
stock of the Fund may be reduced by the amount of any contingent deferred
sales charge, liquidation charge, or any other charge (which charges may
vary within and among the classes) payable on such redemption or otherwise,
pursuant to the terms of issuance of such shares, all in accordance with the
Investment Company of 1940, as amended, and applicable rules and regulations
of the National Association of Securities Dealers, Inc. ("NASD").
(4) At such times (which may vary between and among the holders
of particular classes) as may be determined by the Board of Directors or,
with the authorization of the Board of Directors, by the officers of the
Corporation, in accordance with the Investment Company Act of 1940, as
amended, applicable rules and regulations thereunder and applicable rules
and regulations of the NASD and reflected in the pertinent registration
statement of the Corporation, shares of any particular class of stock of the
Fund may be automatically converted into shares of another class of stock of
the Fund based on the relative net asset values of such classes at the time
of the conversion, subject, however, to any conditions of conversion that
may be imposed by the Board of Directors (or with the authorization of the
Board of Directors, by the officers of the Corporation) and reflected in the
pertinent registration statement of the Corporation as aforesaid.
(5) The dividends and distributions of investment income and
capital gains with respect to each class of stock of the Fund shall be in
such amounts as may be declared from time to time by the Board of Directors,
and such dividends and distributions may vary between each class of stock of
the Fund to reflect differing allocations of the expenses of the Fund among
the classes and any resultant differences between the net asset values per
share of the classes, to such extent and for such purposes as the Board of
Directors may deem appropriate. The allocation of investment income,
realized and unrealized capital gains and losses, and expenses and
liabilities of the Corporation among the classes shall be determined by the
Board of Directors in a manner that is consistent with applicable law.
(6) Except as may otherwise be required by law, the holders of
each class of stock of the Fund shall have (i) exclusive voting rights with
respect to any matter submitted to a vote of stockholders that affects only
holders of that particular class and (ii) no voting rights with respect to
any matter submitted to a vote of stockholders that does not affect holders
of that particular class.
THIRD: Immediately before the increase in the aggregate number of
shares as set forth in Article FIRST hereof, the Corporation was authorized
to issue eight hundred million (800,000,000) shares of stock, all of which
were shares of Common Stock, having a par value of one dollar ($1.00) each,
and an aggregate par value of eight hundred million dollars ($800,000,000),
consisting of one hundred million (100,000,000) shares of Class A Common
Stock of Dreyfus Premier Aggressive Growth Fund, one hundred million
(100,000,000) shares of Class B Common Stock of Dreyfus Premier Aggressive
Growth Fund, one hundred million (100,000,000) shares of Class C Common
Stock of Dreyfus Premier Aggressive Growth Fund, one hundred million
(100,000,000) shares of Class R Common Stock of Dreyfus Premier Aggressive
Growth Fund, fifty million (50,000,000) shares of Class A Common Stock of
Dreyfus Premier Growth and Income Fund, fifty million (50,000,000) shares of
Class B Common Stock of Dreyfus Premier Growth and Income Fund, fifty
million (50,000,000) shares of Class C Common Stock of Dreyfus Premier
Growth and Income Fund, fifty million (50,000,000) shares of Class R Common
Stock of Dreyfus Premier Growth and Income Fund, fifty million (50,000,000)
shares of Class A Common Stock of Dreyfus Premier Emerging Markets Fund,
fifty million (50,000,000) shares of Class B Common Stock of Dreyfus Premier
Emerging Markets Fund, fifty million (50,000,000) shares of Class C Common
Stock of Dreyfus Premier Emerging Markets Fund and fifty million
(50,000,000) shares of Class R Common Stock of Dreyfus Premier Emerging
Markets Fund.
FOURTH: As hereby increased and classified, the total number of
shares of stock which the Corporation has authority to issue is one billion
(1,000,000,000) shares, all of which are shares of Common Stock, with a par
value of one dollar ($1.00) per share, having an aggregate par value of one
billion dollars ($1,000,000,000), of which four hundred million
(400,000,000) shares are classified as shares of Dreyfus Premier Aggressive
Growth Fund, two hundred million (200,000,000) shares are classified as
shares of Dreyfus Premier Growth and Income Fund, two hundred million
(200,000,000) shares are classified as shares of Dreyfus Premier Emerging
Markets Fund and two hundred million (200,000,000) shares are classified as
shares of Dreyfus Premier Market Neutral Fund. Each of the four Funds have
further classified their shares into Class A shares, Class B shares, Class C
shares and Class R shares, with each such class consisting of one hundred
million (100,000,000) shares with respect to Dreyfus Premier Aggressive
Growth Fund and fifty million (50,000,000) shares with respect to each of
Dreyfus Premier Growth and Income Fund, Dreyfus Premier Emerging Markets
Fund and Dreyfus Premier Market Neutral Fund.
FIFTH: The Corporation is registered as an open-end investment
company under the Investment Company Act of 1940, as amended.
SIXTH: The Board of Directors of the Corporation increased the
total number of shares of capital stock that the Corporation has authority
to issue pursuant to Section 2-105(c) of the Maryland General Corporation
Law and classified the increased shares pursuant to authority provided in
the Corporation's Charter.
The Undersigned Vice President acknowledges these Articles
Supplementary to be the corporate act of the Corporation and states that to
the best of his knowledge, information and belief, the matters and facts
with respect to authorization and approval set forth in these Articles are
true in all material respects and that this statement is made under
penalties of perjury.
IN WITNESS WHEREOF, Dreyfus Premier Equity Funds, Inc. has caused
these Articles Supplementary to be signed in its name and on its behalf by
its Vice President and witnessed by its Assistant Secretary on June __,
1998.
DREYFUS PREMIER EQUITY FUNDS, INC.
By: ____________________________________
____________________________________,
Vice President
Witness:
_______________________________
_______________________________,
Assistant Secretary
-5-
640550v1
[COFORM]
BY-LAWS
OF
DREYFUS PREMIER EQUITY FUNDS, INC.
(A Maryland Corporation)
___________
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates representing
shares of stock shall set forth thereon the statements prescribed by
Section 2-211 of the Maryland General Corporation Law ("General Corporation
Law") and by any other applicable provision of law and shall be signed by
the Chairman of the Board or the President or a Vice President and
countersigned by the Secretary or an Assistant Secretary or the Treasurer or
an Assistant Treasurer and may be sealed with the corporate seal. The
signatures of any such officers may be either manual or facsimile signatures
and the corporate seal may be either facsimile or any other form of seal.
In case any such officer who has signed manually or by facsimile any such
certificate ceases to be such officer before the certificate is issued, it
nevertheless may be issued by the corporation with the same effect as if the
officer had not ceased to be such officer as of the date of its issue.
No certificate representing shares of stock shall be issued for
any share of stock until such share is fully paid, except as otherwise
authorized in Section 2-206 of the General Corporation Law.
The corporation may issue a new certificate of stock in place of
any certificate theretofore issued by it, alleged to have been lost, stolen
or destroyed, and the Board of Directors may require, in its discretion, the
owner of any such certificate or the owner's legal representative to give
bond, with sufficient surety, to the corporation to indemnify it against any
loss or claim that may arise by reason of the issuance of a new certificate.
2. SHARE TRANSFERS. Upon compliance with provisions restricting
the transferability of shares of stock, if any, transfers of shares of stock
of the corporation shall be made only on the stock transfer books of the
corporation by the record holder thereof or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary
of the corporation or with a transfer agent or a registrar, if any, and on
surrender of the certificate or certificates for such shares of stock
properly endorsed and the payment of all taxes due thereon.
3. RECORD DATE FOR STOCKHOLDERS. The Board of Directors may
fix, in advance, a date as the record date for the purpose of determining
stockholders entitled to notice of, or to vote at, any meeting of
stockholders, or stockholders entitled to receive payment of any dividend or
the allotment of any rights or in order to make a determination of
stockholders for any other proper purpose. Such date, in any case, shall be
not more than 90 days, and in case of a meeting of stockholders not less
than 10 days, prior to the date on which the meeting or particular action
requiring such determination of stockholders is to be held or taken. In
lieu of fixing a record date, the Board of Directors may provide that the
stock transfer books shall be closed for a stated period but not to exceed
20 days. If the stock transfer books are closed for the purpose of
determining stockholders entitled to notice of, or to vote at, a meeting of
stockholders, such books shall be closed for at least 10 days immediately
preceding such meeting. If no record date is fixed and the stock transfer
books are not closed for the determination of stockholders: (1) The record
date for the determination of stockholders entitled to notice of, or to vote
at, a meeting of stockholders shall be at the close of business on the day
on which the notice of meeting is mailed or the day 30 days before the
meeting, whichever is the closer date to the meeting; and (2) The record
date for the determination of stockholders entitled to receive payment of a
dividend or an allotment of any rights shall be at the close of business on
the day on which the resolution of the Board of Directors declaring the
dividend or allotment of rights is adopted, provided that the payment or
allotment date shall not be more than 60 days after the date on which the
resolution is adopted.
4. MEANING OF CERTAIN TERMS. As used herein in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share of stock" or "shares of stock"
or "stockholder" or "stockholders" refers to an outstanding share or shares
of stock and to a holder or holders of record of outstanding shares of stock
when the corporation is authorized to issue only one class of shares of
stock and said reference also is intended to include any outstanding share
or shares of stock and any holder or holders of record of outstanding shares
of stock of any class or series upon which or upon whom the Charter confers
such rights where there are two or more classes or series of shares or upon
which or upon whom the General Corporation Law confers such rights
notwithstanding that the Charter may provide for more than one class or
series of shares of stock, one or more of which are limited or denied such
rights thereunder.
5. STOCKHOLDER MEETINGS.
ANNUAL MEETINGS. If a meeting of the stockholders of the
corporation is required by the Investment Company Act of 1940, as amended,
to elect the directors, then there shall be submitted to the stockholders at
such meeting the question of the election of directors, and a meeting called
for that purpose shall be designated the annual meeting of stockholders for
that year. In other years in which no action by stockholders is required
for the aforesaid election of directors, no annual meeting need be held.
SPECIAL MEETINGS. Special stockholder meetings for any
purpose may be called by the Board of Directors or the President and shall
be called by the Secretary for the purpose of removing a Director whenever
the holders of shares entitled to at least ten percent of all the votes
entitled to be cast at such meeting shall make a duly authorized request
that such meeting be called.
The Secretary shall call a special meeting of stockholders
for all other purposes whenever the holders of shares entitled to at least a
majority of all the votes entitled to be cast at such meeting shall make a
duly authorized request that such meeting be called. Such request shall
state the purpose of such meeting and the matters proposed to be acted on
thereat, and no other business shall be transacted at any such special
meeting.
The Secretary shall inform such stockholders of the reasonably estimated
costs of preparing and mailing the notice of the meeting, and upon payment
to the corporation of such costs, the Secretary shall give notice in the
manner provided for below.
PLACE AND TIME. Stockholder meetings shall be held at such
place, either within the State of Maryland or at such other place within the
United States, and at such date or dates as the directors from time to time
may fix.
NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written or
printed notice of all meetings shall be given by the Secretary and shall
state the time and place of the meeting. The notice of a special meeting
shall state in all instances the purpose or purposes for which the meeting
is called. Written or printed notice of any meeting shall be given to each
stockholder either by mail or by presenting it to the stockholder personally
or by leaving it at his or her residence or usual place of business not less
than 10 days and not more than 90 days before the date of the meeting,
unless any provisions of the General Corporation Law shall prescribe a
different elapsed period of time, to each stockholder at his or her address
appearing on the books of the corporation or the address supplied by the
stockholder for the purpose of notice. If mailed, notice shall be deemed to
be given when deposited in the United States mail addressed to the
stockholder at his or her post office address as it appears on the records
of the corporation with postage thereon prepaid. Whenever any notice of the
time, place or purpose of any meeting of stockholders is required to be
given under the provisions of these by-laws or of the General Corporation
Law, a waiver thereof in writing, signed by the stockholder and filed with
the records of the meeting, whether before or after the holding thereof, or
actual attendance or representation at the meeting shall be deemed
equivalent to the giving of such notice to such stockholder. The foregoing
requirements of notice also shall apply, whenever the corporation shall have
any class of stock which is not entitled to vote, to holders of stock who
are not entitled to vote at the meeting, but who are entitled to notice
thereof and to dissent from any action taken thereat.
STATEMENT OF AFFAIRS. The President of the corporation or,
if the Board of Directors shall determine otherwise, some other executive
officer thereof, shall prepare or cause to be prepared annually a full and
correct statement of the affairs of the corporation, including a balance
sheet and a financial statement of operations for the preceding fiscal year,
which shall be filed at the principal office of the corporation in the State
of Maryland.
QUORUM. At any meeting of stockholders, the presence in
person or by proxy of stockholders entitled to cast one-third of the votes
thereat shall constitute a quorum. In the absence of a quorum, the
stockholders present in person or by proxy, by majority vote and without
notice other than by announcement, may adjourn the meeting from time to
time, but not for a period exceeding 120 days after the original record date
until a quorum shall attend.
ADJOURNED MEETINGS. A meeting of stockholders convened on
the date for which it was called (including one adjourned to achieve a
quorum as provided in the paragraph above) may be adjourned from time to
time without further notice to a date not more than 120 days after the
original record date, and any business may be transacted at any adjourned
meeting which could have been transacted at the meeting as originally
called.
CONDUCT OF MEETING. Meetings of the stockholders shall be
presided over by one of the following officers in the order of seniority and
if present and acting: the President, a Vice President or, if none of the
foregoing is in office and present and acting, by a chairman to be chosen by
the stockholders. The Secretary of the corporation or, in his or her
absence, an Assistant Secretary, shall act as secretary of every meeting,
but if neither the Secretary nor an Assistant Secretary is present the
chairman of the meeting shall appoint a secretary of the meeting.
PROXY REPRESENTATION. Every stockholder may authorize
another person or persons to act for him by proxy in all matters in which a
stockholder is entitled to participate, whether for the purposes of
determining the stockholder's presence at a meeting, or whether by waiving
notice of any meeting, voting or participating at a meeting, expressing
consent or dissent without a meeting or otherwise. Every proxy shall be
executed in writing by the stockholder or by his or her duly authorized
attorney-in-fact or be in such other form as may be permitted by the
Maryland General Corporation Law, including documents conveyed by electronic
transmission and filed with the Secretary of the corporation. A copy,
facsimile transmission or other reproduction of the writing or transmission
may be substituted for the original writing or transmission for any purpose
for which the original transmission could be used. No unrevoked proxy shall
be valid after 11 months from the date of its execution, unless a longer
time is expressly provided therein. The placing of a stockholder's name on
a proxy pursuant to telephonic or electronically transmitted instructions
obtained pursuant to procedures reasonably designed to verify that such
instructions have been authorized by such stockholder shall constitute
execution of such proxy by or on behalf of such stockholder.
INSPECTORS OF ELECTION. The directors, in advance of any
meeting, may, but need not, appoint one or more inspectors to act at the
meeting or any adjournment thereof. If an inspector or inspectors are not
appointed, the person presiding at the meeting may, but need not, appoint
one or more inspectors. In case any person who may be appointed as an
inspector fails to appear or act, the vacancy may be filled by appointment
made by the directors in advance of the meeting or at the meeting by the
person presiding thereat. Each inspector, if any, before entering upon the
discharge of his duties, shall take and sign an oath to execute faithfully
the duties of inspector at such meeting with strict impartiality and
according to the best of his ability. The inspectors, if any, shall
determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum and the
validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. On request of the
person presiding at the meeting or any stockholder, the inspector or
inspectors, if any, shall make a report in writing of any challenge,
question or matter determined by him or them and execute a certificate of
any fact found by him or them.
VOTING. Each share of stock shall entitle the holder thereof
to one vote, except in the election of directors, at which each said vote
may be cast for as many persons as there are directors to be elected.
Except for election of directors, a majority of the votes cast at a meeting
of stockholders, duly called and at which a quorum is present, shall be
sufficient to take or authorize action upon any matter which may come before
a meeting, unless more than a majority of votes cast is required by the
corporation's Articles of Incorporation. A plurality of all the votes cast
at a meeting at which a quorum is present shall be sufficient to elect a
director.
6. INFORMAL ACTION. Any action required or permitted to be
taken at a meeting of stockholders may be taken without a meeting if a
consent in writing, setting forth such action, is signed by all the
stockholders entitled to vote on the subject matter thereof and any other
stockholders entitled to notice of a meeting of stockholders (but not to
vote thereat) have waived in writing any rights which they may have to
dissent from such action and such consent and waiver are filed with the
records of the corporation.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed under the direction of a Board of Directors.
The use of the phrase "entire board" herein refers to the total number of
directors which the corporation would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be a natural
person of full age. A director need not be a stockholder, a citizen of the
United States or a resident of the State of Maryland. The initial Board of
Directors shall consist of one person. Thereafter, the number of directors
constituting the entire board shall never be less than three or the number
of stockholders, whichever is less. At any regular meeting or at any
special meeting called for that purpose, a majority of the entire Board of
Directors may increase or decrease the number of directors, provided that
the number thereof shall never be less than three or the number of
stockholders, whichever is less, nor more than twelve and further provided
that the tenure of office of a director shall not be affected by any
decrease in the number of directors.
3. ELECTION AND TERM. The first Board of Directors shall
consist of the director named in the Articles of Incorporation and shall
hold office until the first meeting of stockholders or until his or her
successor has been elected and qualified. Thereafter, directors who are
elected at a meeting of stockholders, and directors who are elected in the
interim to fill vacancies and newly created directorships, shall hold office
until their successors have been elected and qualified. Newly created
directorships and any vacancies in the Board of Directors, other than
vacancies resulting from the removal of directors by the stockholders, may
be filled by the Board of Directors, subject to the provisions of the
Investment Company Act of 1940, as amended. Newly created directorships
filled by the Board of Directors shall be by action of a majority of the
entire Board of Directors then in office. All vacancies to be filled by the
Board of Directors may be filled by a majority of the remaining members of
the Board of Directors, although such majority is less than a quorum
thereof.
4. MEETINGS.
TIME. Meetings shall be held at such time as the Board of
Directors shall fix, except that the first meeting of a newly elected Board
of Directors shall be held as soon after its election as the directors
conveniently may assemble.
PLACE. Meetings shall be held at such place within or
without the State of Maryland as shall be fixed by the Board.
CALL. No call shall be required for regular meetings for
which the time and place have been fixed. Special meetings may be called by
or at the direction of the President or of a majority of the directors in
office.
NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Whenever any notice
of the time, place or purpose of any meeting of directors or any committee
thereof is required to be given under the provisions of the General
Corporation Law or of these by-laws, a waiver thereof in writing, signed by
the director or committee member entitled to such notice and filed with the
records of the meeting, whether before or after the holding thereof, or
actual attendance at the meeting shall be deemed equivalent to the giving of
such notice to such director or such committee member.
QUORUM AND ACTION. A majority of the entire Board of
Directors shall constitute a quorum except when a vacancy or vacancies
prevents such majority, whereupon a majority of the directors in office
shall constitute a quorum, provided such majority shall constitute at least
one-third of the entire Board and, in no event, less than two directors. A
majority of the directors present, whether or not a quorum is present, may
adjourn a meeting to another time and place. Except as otherwise
specifically provided by the Articles of Incorporation, the General
Corporation Law or these by-laws, the action of a majority of the directors
present at a meeting at which a quorum is present shall be the action of the
Board of Directors.
CHAIRMAN OF THE MEETING. The Chairman of the Board, if any
and if present and acting, or the President or any other director chosen by
the Board, shall preside at all meetings.
5. REMOVAL OF DIRECTORS. Any or all of the directors may be
removed for cause or without cause by the stockholders, who may elect a
successor or successors to fill any resulting vacancy or vacancies for the
unexpired term of the removed director or directors.
6. COMMITTEES. The Board of Directors may appoint from among
its members an Executive Committee and other committees composed of one or
more directors and may delegate to such committee or committees, in the
intervals between meetings of the Board of Directors, any or all of the
powers of the Board of Directors in the management of the business and
affairs of the corporation, except the power to amend the by-laws, to
approve any merger or share exchange which does not require stockholder
approval, to authorize dividends, to issue stock (except to the extent
permitted by law) or to recommend to stockholders any action requiring the
stockholders' approval. In the absence of any member of any such committee,
the members thereof present at any meeting, whether or not they constitute a
quorum, may appoint a member of the Board of Directors to act in the place
of such absent member.
7. INFORMAL ACTION. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if a written consent to such action is
signed by all members of the Board of Directors or any such committee, as
the case may be, and such written consent is filed with the minutes of the
proceedings of the Board or any such committee.
Members of the Board of Directors or any committee designated
thereby may participate in a meeting of such Board or committee by means of
a conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other at the same
time. Participation by such means shall constitute presence in person at a
meeting.
ARTICLE III
OFFICERS
The corporation may have a Chairman of the Board and shall have a
President, a Secretary and a Treasurer, who shall be elected by the Board of
Directors, and may have such other officers, assistant officers and agents
as the Board of Directors shall authorize from time to time. Any two or
more offices, except those of President and Vice President, may be held by
the same person, but no person shall execute, acknowledge or verify any
instrument in more than one capacity, if such instrument is required by law
to be executed, acknowledged or verified by two or more officers.
Any officer or agent may be removed by the Board of Directors
whenever, in its judgment, the best interests of the corporation will be
served thereby.
ARTICLE IV
PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER
The address of the principal office of the corporation in the
State of Maryland prescribed by the General Corporation Law is 300 East
Lombard Street, c/o The Corporation Trust Incorporated, Baltimore, Maryland
21202. The name and address of the resident agent in the State of Maryland
prescribed by the General Corporation Law are: The Corporation Trust
Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202.
The corporation shall maintain, at its principal office in the
State of Maryland prescribed by the General Corporation Law or at the
business office or an agency of the corporation, an original or duplicate
stock ledger containing the names and addresses of all stockholders and the
number of shares of each class held by each stockholder. Such stock ledger
may be in written form or any other form capable of being converted into
written form within a reasonable time for visual inspection.
The corporation shall keep at said principal office in the State
of Maryland the original or a certified copy of the by-laws, including all
amendments thereto, and shall duly file thereat the annual statement of
affairs of the corporation prescribed by Section 2-313 of the General
Corporation Law.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the
corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation or any series thereof shall be
fixed, and shall be subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
The power to make, alter, amend and repeal the by-laws is vested
exclusively in the Board of Directors of the corporation.
ARTICLE VIII
INDEMNIFICATION
1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation
shall indemnify its directors to the fullest extent that indemnification of
directors is permitted by the law. The corporation shall indemnify its
officers to the same extent as its directors and to such further extent as
is consistent with law. The corporation shall indemnify its directors and
officers who while serving as directors or officers also serve at the
request of the corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan to the same extent
as its directors and, in the case of officers, to such further extent as is
consistent with law. The indemnifi-cation and other rights provided by this
Article shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person. This Article shall not protect any such
person against any liability to the corporation or any stockholder thereof
to which such person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office ("disabling conduct").
2. ADVANCES. Any current or former director or officer of the
corporation seeking indemnification within the scope of this Article shall
be entitled to advances from the corporation for payment of the reasonable
expenses incurred by him in connection with the matter as to which he is
seeking indemnification in the manner and to the fullest extent permissible
under the General Corporation Law. The person seeking indemnification shall
provide to the corporation a written affirmation of his good faith belief
that the standard of conduct necessary for indemnification by the
corporation has been met and a written undertaking to repay any such advance
if it should ultimately be determined that the standard of conduct has not
been met. In addition, at least one of the following additional conditions
shall be met: (a) the person seeking indemnification shall provide a
security in form and amount acceptable to the corporation for his or her
undertaking; (b) the corporation is insured against losses arising by reason
of the advance; or (c) a majority of a quorum of directors of the
corporation who are neither "interested persons" as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor
parties to the proceeding ("disinterested non-party directors"), or
independent legal counsel, in a written opinion, shall have determined,
based on a review of facts readily available to the corporation at the time
the advance is proposed to be made, that there is reason to believe that the
person seeking indemnification will ultimately be found to be entitled to
indemnification.
3. PROCEDURE. At the request of any person claiming
indemnification under this Article, the Board of Directors shall determine,
or cause to be determined, in a manner consistent with the General
Corporation Law, whether the standards required by this Article have been
met. Indemnification shall be made only following: (a) a final decision on
the merits by a court or other body before whom the proceeding was brought
that the person to be indemnified was not liable by reason of disabling
conduct or (b) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that the person to be
indemnified was not liable by reason of disabling conduct by (i) the vote of
a majority of a quorum of disinterested non-party directors or (ii) an
independent legal counsel in a written opinion.
4. INDEMNIFICATION OF EMPLOYEES AND AGENTS. Employees and
agents who are not officers or directors of the corporation may be
indemnified, and reasonable expenses may be advanced to such employees or
agents, as may be provided by action of the Board of Directors or by
contract, subject to any limitations imposed by the Investment Company Act
of 1940, as amended.
5. OTHER RIGHTS. The Board of Directors may make further
provision consistent with law for indemnification and advance of expenses to
directors, officers, employees and agents by resolution, agreement or
otherwise. The indemnification provided by this Article shall not be deemed
exclusive of any other right, with respect to indemnification or otherwise,
to which those seeking indemnification may be entitled under any insurance
or other agreement or resolution of stockholders or disinterested non-party
directors or otherwise.
6. AMENDMENTS. References in this Article are to the General
Corporation Law and to the Investment Company Act of 1940 as from time to
time amended. No amendment of the by-laws shall affect any right of any
person under this Article based on any event, omission or proceeding prior
to the amendment.
Dated: June 8, 1998
-3-
685983v1
MANAGEMENT AGREEMENT
DREYFUS PREMIER EQUITY FUNDS, INC.
200 Park Avenue
New York, New York 10166
August 24, 1994
As Amended, December 11, 1995
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
The above-named investment company (the "Fund") consisting of the
series named on Schedule 1 hereto, as such Schedule may be revised from time
to time (each, a "Series"), herewith confirms its agreement with you as
follows:
The Fund desires to employ its capital by investing and
reinvesting the same in investments of the type and in accordance with the
limitations specified in its charter documents and in its Prospectus and
Statement of Additional Information as from time to time in effect, copies
of which have been or will be submitted to you, and in such manner and to
such extent as from time to time may be approved by the Fund's Board. The
Fund desires to employ you to act as its investment adviser.
In this connection it is understood that from time to time you
will employ or associate with yourself such person or persons as you may
believe to be particularly fitted to assist you in the performance of this
Agreement. Such person or persons may be officers or employees who are
employed by both you and the Fund. The compensation of such person or
persons shall be paid by you and no obligation may be incurred on the Fund's
behalf in any such respect.
Subject to the supervision and approval of the Fund's Board, you
will provide investment management of each Series' portfolio in accordance
with such Series' investment objectives and policies as stated in its Pros
pectus and the Statement of Additional Information as from time to time in
effect. In connection therewith, you will obtain and provide investment
research and will supervise each Series' investments and conduct a
continuous program of investment, evaluation and, if appropriate, sale and
reinvestment of such Series' assets. You will furnish to the Fund such
statistical information, with respect to the investments which a Series may
hold or contemplate purchasing, as the Fund may reasonably request. The
Fund wishes to be informed of important developments materially affecting
any Series' portfolio and shall expect you, on your own initiative, to
furnish to the Fund from time to time such information as you may believe
appropriate for this purpose.
In addition, you will supply office facilities (which may be in
your own offices), data processing services, clerical, accounting and
bookkeeping services, internal auditing and legal services, internal
executive and administrative services, and stationery and office supplies;
carry such fidelity and other insurance as may be deemed appropriate and
desirable; prepare reports to each Series' stockholders, tax returns,
reports to and filings with the Securities and Exchange Commission and state
Blue Sky authorities; calculate the net asset value of each Series' shares;
and generally assist in all aspects of the Fund's operations. You shall
have the right, at your expense, to engage other entities to assist you in
performing some or all of the obligations set forth in this paragraph,
provided each such entity enters into an agreement with you in form and
substance reasonably satisfactory to the Fund. You agree to be liable for
the acts or omissions of each such entity to the same extent as if you had
acted or failed to act under the circumstances.
Notwithstanding the above statements, the expenses to be borne by
the Fund include, without limitation, the following: taxes, interest,
brokerage fees and commissions, if any, fees of Board members who are not
your officers, directors or employees or holders of 5% or more of your
outstanding voting securities, Securities and Exchange Commission fees and
state Blue Sky qualification fees, advisory fees, charges of registrars and
custodians, transfer and dividend disbursing agents' fees, outside auditing
and legal expenses, costs of maintaining the Fund's existence, costs
attributable to investor services, costs of preparing and printing
prospectuses and statements of additional information for regulatory
purposes and for distribution to existing stockholders, costs of
stockholders' reports and meetings, and any extraordinary expenses. The
Fund also will pay the salaries of such of its principal executive officers
as are not also full-time salaried officers or employees of yours.
You shall exercise your best judgment in rendering the services to
be provided to the Fund hereunder and the Fund agrees as an inducement to
your undertaking the same that you shall not be liable hereunder for any
error of judgment or mistake of law or for any loss suffered by one or more
Series, provided that nothing herein shall be deemed to protect or purport
to protect you against any liability to the Fund or a Series or to its
security holders to which you would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of
your duties hereunder, or by reason of your reckless disregard of your
obligations and duties hereunder.
In consideration of services rendered pursuant to this Agreement,
the Fund will pay you on the first business day of each month a fee at the
rate set forth opposite each Series' name on Schedule 1 hereto. Net asset
value shall be computed on such days and at such time or times as described
in the relevant Series' then-current Prospectus and the Statement of
Additional Information. The fee for the period from the date of the
commencement of the public sale of a Series' shares to the end of the month
during which such sale shall have been commenced shall be pro-rated
according to the proportion which such period bears to the full monthly
period, and upon any termination of this Agreement before the end of any
month, the fee for such part of a month shall be pro-rated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to you, the value of
each Series' net assets shall be computed in the manner specified in the
Fund's charter documents for the computation of the value of each Series'
net assets.
If in any fiscal year the aggregate expenses of the Fund
(including fees pursuant to this Agreement, but excluding interest, taxes,
brokerage and, with the prior written consent of the necessary state
securities commissions, extraordinary expenses) exceed, with respect to
Class A of Dreyfus Premier Capital Growth Fund, 1-1/2% of the average value
of such Series' net assets attributable to such Class A shares or, with
respect to each other Class of Dreyfus Premier Capital Growth Fund and with
respect to each other Series, the expense limitation of any state having
jurisdiction over the Series, the Fund may deduct from the fees to be paid
hereunder, or you will bear, such excess expense. Your obligation pursuant
hereto will be limited to the amount of your fees hereunder. Such deduction
or payment, if any, will be estimated daily, and reconciled and effected or
paid, as the case may be, on a monthly basis.
The Fund understands that you now act, and that from time to time
hereafter you may act, as investment adviser to one or more other investment
companies and fiduciary or other managed accounts, and the Fund has no
objection to your so acting, provided that when the purchase or sale of
securities of the same issuer is suitable for the investment objectives of
two or more companies or accounts managed by you which have available funds
for investment, the available securities will be allocated in a manner
believed by you to be equitable to each company or account. It is
recognized that in some cases this procedure may adversely affect the price
paid or received by one or more Series or the size of the position
obtainable for or disposed of by one or more Series.
In addition, it is understood that the persons employed by you to
assist in the performance of your duties hereunder will not devote their
full time to such service and nothing contained herein shall be deemed to
limit or restrict your right or the right of any of your affiliates to
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
You shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the matters to
which this Agreement relates, except for a loss resulting from willful
misfeasance, bad faith or gross negligence on your part in the performance
of your duties or from reckless disregard by you of your obligations and
duties under this Agreement. Any person, even though also your officer,
director, partner, employee or agent, who may be or become an officer, Board
member, employee or agent of the Fund, shall be deemed, when rendering
services to the Fund or acting on any business of the Fund, to be rendering
such services to or acting solely for the Fund and not as your officer,
director, partner, employee or agent or one under your control or direction
even though paid by you.
As to each Series, this Agreement shall continue until the date
set forth opposite such Series' name on Schedule 1 hereto (the "Reapproval
Date") and thereafter shall continue automatically for successive annual
periods ending on the day of each year set forth opposite the Series' name
on Schedule 1 hereto (the "Reapproval Day"), provided such continuance is
specifically approved at least annually by (i) the Fund's Board or (ii) vote
of a majority (as defined in the Investment Company Act of 1940) of such
Series' outstanding voting securities, provided that in either event its
continuance also is approved by a majority of the Fund's Board members who
are not "interested persons" (as defined in said Act) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. As to each Series, this Agreement is terminable
without penalty, on 60 days' notice, by the Fund's Board or by vote of
holders of a majority of such Series' shares or, upon not less than 90 days'
notice, by you. This Agreement also will terminate automatically, as to the
relevant Series, in the event of its assignment (as defined in said Act).
If the foregoing is in accordance with your understanding, will
you kindly so indicate by signing and returning to us the enclosed copy
hereof.
Very truly yours,
DREYFUS PREMIER EQUITY FUNDS, INC.
By:___________________________
Accepted:
THE DREYFUS CORPORATION
By:_______________________________
SCHEDULE 1
Annual Fee as
a Percentage
of Average
Daily Net
Name of Series Assets Reapproval Date Reapproval Day
Dreyfus Premier Aggressive
Growth Fund .75% June 30, 1996 June 30th
Dreyfus Premier Emerging
Markets Fund 1.25% June 30, 1997 June 30th
Dreyfus Premier Growth and
Income Fund .75% June 30, 1997 June 30th
Dreyfus Premier Market
Neutral Fund 1.50% June 30, 1999 June 30th
Revised: June 8, 1998
-9-
686082v1
DISTRIBUTION AGREEMENT
DREYFUS PREMIER EQUITY FUNDS, INC.
200 Park Avenue
New York, New York 10166
August 24, 1994
As Amended, December 11, 1995
Premier Mutual Fund Services, Inc.
60 State Street
Boston, Massachusetts 02109
Dear Sirs:
This is to confirm that, in consideration of the agreements
hereinafter contained, the above-named investment company (the "Fund") has
agreed that you shall be, for the period of this agreement, the distributor
of (a) shares of each Series of the Fund set forth on Exhibit A hereto, as
such Exhibit may be revised from time to time (each, a "Series") or (b) if
no Series are set forth on such Exhibit, shares of the Fund. For purposes
of this agreement the term "Shares" shall mean the authorized shares of the
relevant Series, if any, and otherwise shall mean the Fund's authorized
shares.
1. Services as Distributor
1.1 You will act as agent for the distribution of Shares covered
by, and in accordance with, the registration statement and prospectus then
in effect under the Securities Act of 1933, as amended, and will transmit
promptly any orders received by you for purchase or redemption of Shares to
the Transfer and Dividend Disbursing Agent for the Fund of which the Fund
has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the
sale of Shares. It is contemplated that you will enter into sales or
servicing agreements with securities dealers, financial institutions and
other industry professionals, such as investment advisers, accountants and
estate planning firms, and in so doing you will act only on your own behalf
as principal.
1.3 You shall act as distributor of Shares in compliance with all
applicable laws, rules and regulations, including, without limitation, all
rules and regulations made or adopted pursuant to the Investment Company Act
of 1940, as amended, by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange Act of 1934,
as amended.
1.4 Whenever in their judgment such action is warranted by market,
economic or political conditions, or by abnormal circumstances of any kind,
the Fund's officers may decline to accept any orders for, or make any sales
of, any Shares until such time as they deem it advisable to accept such
orders and to make such sales and the Fund shall advise you promptly of such
determination.
1.5 The Fund agrees to pay all costs and expenses in connection
with the registration of Shares under the Securities Act of 1933, as
amended, and all expenses in connection with maintaining facilities for the
issue and transfer of Shares and for supplying information, prices and other
data to be furnished by the Fund hereunder, and all expenses in connection
with the preparation and printing of the Fund's prospectuses and statements
of additional information for regulatory purposes and for distribution to
shareholders; provided, however, that nothing contained herein shall be
deemed to require the Fund to pay any of the costs of advertising the sale
of Shares.
1.6 The Fund agrees to execute any and all documents and to
furnish any and all information and otherwise to take all actions which may
be reasonably necessary in the discretion of the Fund's officers in
connection with the qualification of Shares for sale in such states as you
may designate to the Fund and the Fund may approve, and the Fund agrees to
pay all expenses which may be incurred in connection with such
qualification. You shall pay all expenses connected with your own
qualification as a dealer under state or Federal laws and, except as
otherwise specifically provided in this agreement, all other expenses
incurred by you in connection with the sale of Shares as contemplated in
this agreement.
1.7 The Fund shall furnish you from time to time, for use in
connection with the sale of Shares, such information with respect to the
Fund or any relevant Series and the Shares as you may reasonably request,
all of which shall be signed by one or more of the Fund's duly authorized
officers; and the Fund warrants that the statements contained in any such
information, when so signed by the Fund's officers, shall be true and
correct. The Fund also shall furnish you upon request with: (a) semi-
annual reports and annual audited reports of the Fund's books and accounts
made by independent public accountants regularly retained by the Fund,
(b) quarterly earnings statements prepared by the Fund, (c) a monthly
itemized list of the securities in the Fund's or, if applicable, each
Series' portfolio, (d) monthly balance sheets as soon as practicable after
the end of each month, and (e) from time to time such additional information
regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements
and prospectuses filed by the Fund with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and under the
Investment Company Act of 1940, as amended, with respect to the Shares have
been carefully prepared in conformity with the requirements of said Acts and
rules and regulations of the Securities and Exchange Commission thereunder.
As used in this agreement the terms "registration statement" and
"prospectus" shall mean any registration statement and prospectus, including
the statement of additional information incorporated by reference therein,
filed with the Securities and Exchange Commission and any amendments and
supplements thereto which at any time shall have been filed with said
Commission. The Fund represents and warrants to you that any registration
statement and prospectus, when such registration statement becomes
effective, will contain all statements required to be stated therein in
conformity with said Acts and the rules and regulations of said Commission;
that all statements of fact contained in any such registration statement and
prospectus will be true and correct when such registration statement becomes
effective; and that neither any registration statement nor any prospectus
when such registration statement becomes effective will include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading.
The Fund may but shall not be obligated to propose from time to time such
amendment or amendments to any registration statement and such supplement or
supplements to any prospectus as, in the light of future developments, may,
in the opinion of the Fund's counsel, be necessary or advisable. If the
Fund shall not propose such amendment or amendments and/or supplement or
supplements within fifteen days after receipt by the Fund of a written
request from you to do so, you may, at your option, terminate this agreement
or decline to make offers of the Fund's securities until such amendments are
made. The Fund shall not file any amendment to any registration statement
or supplement to any prospectus without giving you reasonable notice thereof
in advance; provided, however, that nothing contained in this agreement
shall in any way limit the Fund's right to file at any time such amendments
to any registration statement and/or supplements to any prospectus, of
whatever character, as the Fund may deem advisable, such right being in all
respects absolute and unconditional.
1.9 The Fund authorizes you to use any prospectus in the form
furnished to you from time to time, in connection with the sale of Shares.
The Fund agrees to indemnify, defend and hold you, your several officers and
directors, and any person who controls you within the meaning of Section 15
of the Securities Act of 1933, as amended, free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or liabilities and
any counsel fees incurred in connection therewith) which you, your officers
and directors, or any such controlling person, may incur under the
Securities Act of 1933, as amended, or under common law or otherwise,
arising out of or based upon any untrue statement, or alleged untrue
statement, of a material fact contained in any registration statement or any
prospectus or arising out of or based upon any omission, or alleged
omission, to state a material fact required to be stated in either any
registration statement or any prospectus or necessary to make the statements
in either thereof not misleading; provided, however, that the Fund's
agreement to indemnify you, your officers or directors, and any such
controlling person shall not be deemed to cover any claims, demands,
liabilities or expenses arising out of any untrue statement or alleged
untrue statement or omission or alleged omission made in any registration
statement or prospectus in reliance upon and in conformity with written
information furnished to the Fund by you specifically for use in the
preparation thereof. The Fund's agreement to indemnify you, your officers
and directors, and any such controlling person, as aforesaid, is expressly
conditioned upon the Fund's being notified of any action brought against
you, your officers or directors, or any such controlling person, such
notification to be given by letter or by telegram addressed to the Fund at
its address set forth above within ten days after the summons or other first
legal process shall have been served. The failure so to notify the Fund of
any such action shall not relieve the Fund from any liability which the Fund
may have to the person against whom such action is brought by reason of any
such untrue, or alleged untrue, statement or omission, or alleged omission,
otherwise than on account of the Fund's indemnity agreement contained in
this paragraph 1.9. The Fund will be entitled to assume the defense of any
suit brought to enforce any such claim, demand or liability, but, in such
case, such defense shall be conducted by counsel of good standing chosen by
the Fund and approved by you. In the event the Fund elects to assume the
defense of any such suit and retain counsel of good standing approved by
you, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in case the
Fund does not elect to assume the defense of any such suit, or in case you
do not approve of counsel chosen by the Fund, the Fund will reimburse you,
your officers and directors, or the controlling person or persons named as
defendant or defendants in such suit, for the fees and expenses of any
counsel retained by you or them. The Fund's indemnification agreement
contained in this paragraph 1.9 and the Fund's representations and
warranties in this agreement shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of you, your
officers and directors, or any controlling person, and shall survive the
delivery of any Shares. This agreement of indemnity will inure exclusively
to your benefit, to the benefit of your several officers and directors, and
their respective estates, and to the benefit of any controlling persons and
their successors. The Fund agrees promptly to notify you of the
commencement of any litigation or proceedings against the Fund or any of its
officers or Board members in connection with the issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund, its several
officers and Board members, and any person who controls the Fund within the
meaning of Section 15 of the Securities Act of 1933, as amended, free and
harmless from and against any and all claims, demands, liabilities and
expenses (including the cost of investigating or defending such claims,
demands or liabilities and any counsel fees incurred in connection
therewith) which the Fund, its officers or Board members, or any such
controlling person, may incur under the Securities Act of 1933, as amended,
or under common law or otherwise, but only to the extent that such liability
or expense incurred by the Fund, its officers or Board members, or such
controlling person resulting from such claims or demands, shall arise out of
or be based upon any untrue, or alleged untrue, statement of a material fact
contained in information furnished in writing by you to the Fund
specifically for use in the Fund's registration statement and used in the
answers to any of the items of the registration statement or in the
corresponding statements made in the prospectus, or shall arise out of or be
based upon any omission, or alleged omission, to state a material fact in
connection with such information furnished in writing by you to the Fund and
required to be stated in such answers or necessary to make such information
not misleading. Your agreement to indemnify the Fund, its officers and
Board members, and any such controlling person, as aforesaid, is expressly
conditioned upon your being notified of any action brought against the Fund,
its officers or Board members, or any such controlling person, such
notification to be given by letter or telegram addressed to you at your
address set forth above within ten days after the summons or other first
legal process shall have been served. You shall have the right to control
the defense of such action, with counsel of your own choosing, satisfactory
to the Fund, if such action is based solely upon such alleged misstatement
or omission on your part, and in any other event the Fund, its officers or
Board members, or such controlling person shall each have the right to
participate in the defense or preparation of the defense of any such action.
The failure so to notify you of any such action shall not relieve you from
any liability which you may have to the Fund, its officers or Board members,
or to such controlling person by reason of any such untrue, or alleged
untrue, statement or omission, or alleged omission, otherwise than on
account of your indemnity agreement contained in this paragraph 1.10. This
agreement of indemnity will inure exclusively to the Fund's benefit, to the
benefit of the Fund's officers and Board members, and their respective
estates, and to the benefit of any controlling persons and their successors.
You agree promptly to notify the Fund of the commencement of any litigation
or proceedings against you or any of your officers or directors in
connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the Fund under
any of the provisions of this agreement and no orders for the purchase or
sale of such Shares hereunder shall be accepted by the Fund if and so long
as the effectiveness of the registration statement then in effect or any
necessary amendments thereto shall be suspended under any of the provisions
of the Securities Act of 1933, as amended, or if and so long as a current
prospectus as required by Section 10 of said Act, as amended, is not on file
with the Securities and Exchange Commission; provided, however, that nothing
contained in this paragraph 1.11 shall in any way restrict or have an
application to or bearing upon the Fund's obligation to repurchase any
Shares from any shareholder in accordance with the provisions of the Fund's
prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in writing:
(a) of any request by the Securities and Exchange Commission
for amendments to the registration statement or prospectus then in
effect or for additional information;
(b) in the event of the issuance by the Securities and
Exchange Commission of any stop order suspending the effectiveness
of the registration statement or prospectus then in effect or the
initiation of any proceeding for that purpose;
(c) of the happening of any event which makes
untrue any statement of a material fact made in the registration
statement or prospectus then in effect or which requires the making
of a change in such registration statement or prospectus in order
to make the statements therein not misleading; and
(d) of all actions of the Securities and
Exchange Commission with respect to any amendments to any
registration statement or prospectus which may from time to time be
filed with the Securities and Exchange Commission.
II. Offering Price
Shares of any class of the Fund offered for sale by you shall be
offered for sale at a price per share (the "offering price") approximately
equal to (a) their net asset value (determined in the manner set forth in
the Fund's charter documents) plus (b) a sales charge, if any and except to
those persons set forth in the then-current prospectus, which shall be the
percentage of the offering price of such Shares as set forth in the Fund's
then-current prospectus. The offering price, if not an exact multiple of
one cent, shall be adjusted to the nearest cent. In addition, Shares of any
class of the Fund offered for sale by you may be subject to a contingent
deferred sales charge as set forth in the Fund's then-current prospectus.
You shall be entitled to receive any sales charge or contingent deferred
sales charge in respect of the Shares. Any payments to dealers shall be
governed by a separate agreement between you and such dealer and the Fund's
then-current prospectus.
3. Term
This agreement shall continue until the date (the "Reapproval
Date") set forth on Exhibit A hereto (and, if the Fund has Series, a
separate Reapproval Date shall be specified on Exhibit A for each Series),
and thereafter shall continue automatically for successive annual periods
ending on the day (the "Reapproval Day") of each year set forth on Exhibit A
hereto, provided such continuance is specifically approved at least annually
by (i) the Fund's Board or (ii) vote of a majority (as defined in the
Investment Company Act of 1940) of the Shares of the Fund or the relevant
Series, as the case may be, provided that in either event its continuance
also is approved by a majority of the Board members who are not "interested
persons" (as defined in said Act) of any party to this agreement, by vote
cast in person at a meeting called for the purpose of voting on such
approval. This agreement is terminable without penalty, on 60 days' notice,
by vote of holders of a majority of the Fund's or, as to any relevant
Series, such Series' outstanding voting securities or by the Fund's Board as
to the Fund or the relevant Series, as the case may be. This agreement is
terminable by you, upon 270 days' notice, effective on or after the fifth
anniversary of the date hereof. This agreement also will terminate
automatically, as to the Fund or relevant Series, as the case may be, in the
event of its assignment (as defined in said Act).
4. Exclusivity
So long as you act as the distributor of Shares, you shall not
perform any services for any entity other than investment companies advised
or administered by The Dreyfus Corporation. The Fund acknowledges that the
persons employed by you to assist in the performance of your duties under
this agreement may not devote their full time to such service and nothing
contained in this agreement shall be deemed to limit or restrict your or any
of your affiliates right to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
Please confirm that the foregoing is in accordance with your
understanding and indicate your acceptance hereof by signing below,
whereupon it shall become a binding agreement between us.
Very truly yours,
DREYFUS PREMIER EQUITY FUNDS, INC.
By:
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
By:________________________
EXHIBIT A
Name of Series Reapproval Date Reapproval Day
Dreyfus Premier Aggressive Growth Fund June 30, 1996 June 30th
Dreyfus Premier Emerging Markets Fund June 30, 1997 June 30th
Dreyfus Premier Growth and Income Fund June 30, 1997 June 30th
Dreyfus Premier Market Neutral Fund June 30, 1999 June 30th
Revised: June 8, 1998
-13-
CUSTODY AGREEMENT
AGREEMENT, dated as of June 20, 1998 by and between DREYFUS PREMIER
EQUITY FUNDS, INC., a corporation organized and existing under the laws of
the State of Maryland (the "Company"), acting with respect to and on behalf
of its DREYFUS PREMIER MARKET NEUTRAL FUND (the "Portfolio"), and CUSTODIAL
TRUST COMPANY, a bank organized and existing under the laws of the State of
New Jersey (the "Custodian").
WHEREAS, the Company desires that the securities, funds and other
assets of the Portfolio be held and administered by Custodian pursuant to
this Agreement;
WHEREAS, the Portfolio is an investment portfolio represented by a
series of Shares constituting part of the capital stock of the Company, an
open-end management investment company registered under the 1940 Act;
WHEREAS, Custodian represents that it is a bank having the
qualifications prescribed in the 1940 Act to act as custodian for management
investment companies registered under the 1940 Act;
NOW, THEREFORE, in consideration of the mutual agreements herein made,
The Company and Custodian hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following terms, unless the
context otherwise requires, shall mean:
1.1 "Authorized Person" means any person authorized by resolution of
the Board of Directors to give Oral Instructions and Written Instructions on
behalf of the Company and identified, by name or by office, in Exhibit A
hereto or any person designated to do so by an investment adviser of the
Portfolio named by the Company in Exhibit B hereto.
1.2 "Board of Directors/" means the Board of Directors of the Company
or, when permitted under the 1940 Act, the Executive Committee thereof, if
any.
1.3 "Book-Entry System" means a book-entry system maintained by a
Federal Reserve Bank for securities of the United States government or of
agencies or instrumentalities thereof (including government-sponsored
enterprises).
1.4 "Business Day" means any day on which banks in the State of New
Jersey and New York are open for business.
1.5 "Custody Account" means the account in the name of the Portfolio,
which is provided for in Section 3.2 below.
1.6 "Eligible Bank" means a bank as defined in the 1940 Act.
1.7 "Master Repurchase Agreement" means the Master Repurchase Agreement
of even date herewith between the Company and Bear, Stearns & Co. Inc. as it
may from time to time be amended.
1.8 "1940 Act" means the Investment Company Act of 1940, as amended,
and the rules and regulations thereunder.
1.9 "Oral Instructions" means instructions orally transmitted to and
accepted by Custodian which are (a) reasonably believed by Custodian to have
been given by an Authorized Person, (b) recorded and kept among the records
of Custodian made in the ordinary course of business, and (c) completed in
accordance with Custodian's requirements from time to time as to content of
instructions and their manner and timeliness of delivery by the Company.
1.10 "Proper Instructions" means Oral Instructions or Written
Instructions. Proper Instructions may be continuing Written Instructions
when deemed appropriate by the Company and Custodian.
1.11 "Securities Depository" means The Depository Trust Company and
any other clearing agency registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, which acts as a
securities depository.
1.12 "Shares" means those shares in a series or class of the capital
stock of the Company that represent interests in the Portfolio.
1.13 "Written Instructions" means written communications received by
Custodian that are (a) reasonably believed by Custodian to have been signed
or sent by an Authorized Person, (b) sent or transmitted by letter,
facsimile, central processing unit connection, on-line terminal or magnetic
tape, and (c) completed in accordance with Custodian's requirements from
time to time as to content of instructions and their manner and timeliness
of delivery by the Company.
ARTICLE II
APPOINTMENT OF CUSTODIAN
2.1 Appointment. The Company hereby appoints Custodian as custodian of
all such securities, funds and other assets of the Portfolio as may be
acceptable to Custodian and from time to time delivered to it by the Company
or others for the account of the Portfolio.
2.2 Acceptance. Custodian hereby accepts appointment as such custodian
and agrees to perform the duties thereof as hereinafter set forth.
ARTICLE III
CUSTODY OF SECURITIES, FUNDS AND OTHER ASSETS
3.1 Segregation. All securities and non-cash property of the Portfolio
in the possession of Custodian (other than securities maintained by
Custodian with a sub-custodian appointed pursuant to this Agreement or in a
Securities Depository or Book-Entry System) shall be physically segregated
from other such securities and non-cash property in the possession of
Custodian. All cash, securities and other non-cash property of the Portfolio
shall be identified as belonging to the Portfolio.
3.2 Custody Account. (a) Custodian shall open and maintain in its trust
department a custody account in the name of the Portfolio, subject only to
draft or order of Custodian, in which Custodian shall enter and carry all
securities, funds and other assets of the Portfolio which are delivered to
Custodian.
(b) If Custodian at any time fails to receive any of the documents
referred to in Section 3.8(a) below, then, until such time as it receives
such document, it shall not be obligated to receive any securities of the
Portfolio into the Custody Account and shall be entitled to return to the
Portfolio any securities of the Portfolio that it is holding.
3.3 Disclosure to Issuers of Securities. Custodian is not authorized to
disclose the Company's and the Portfolio's names, addresses and securities
positions in the Custody Account to the issuers of such securities when
requested by them to do so.
3.4 Employment of Sub-Custodians. At any time and from time to time,
Custodian in its discretion may appoint and employ, and may also cease to
employ, any Eligible Bank as sub-custodian to hold securities and other
assets of the Portfolio that are maintained in the United States and to
carry out such other provisions of this Agreement as it may determine,
provided, however, that the employment of any such sub-custodian has been
approved by the Company. The appointment of any such sub-custodian shall be
at Custodian's expense and shall not relieve Custodian of any of its
obligations or liabilities under this Agreement.
3.5 Employment of Other Agents. Custodian may employ other suitable
agents, which may include affiliates of Custodian such as Bear, Stearns &
Co. Inc. ("Bear Stearns") or Bear, Stearns Securities Corp.("BS
Securities"), both of which are securities broker-dealers, provided,
however, that Custodian shall not employ (a) BS Securities to hold any
collateral pledged by BS Securities under the Master Securities Loan
Agreement or any other securities loan agreement between the Company and BS
Securities, whether now or hereafter in effect, or (b) Bear Stearns to hold
any securities purchased from Bear Stearns under the Master Repurchase
Agreement or any other repurchase agreement between the Company and Bear
Stearns, whether now or hereafter in effect. The appointment of any agent
pursuant to this Section 3.5 shall not relieve Custodian of any of its
obligations or liabilities under this Agreement.
3.6 Bank Accounts. In its discretion and from time to time Custodian
may open and maintain one or more demand deposit accounts with any Eligible
Bank (any such accounts to be in the name of Custodian and subject only to
its draft or order), provided, however, that the opening and maintenance of
any such account shall be at Custodian's expense and shall not relieve
Custodian of any of its obligations or liabilities under this Agreement. At
the instruction of the Company, Custodian shall open and maintain one or
more demand deposit accounts with any Eligible Bank acceptable to the
Company (any such accounts to be in the name of Custodian and subject only
to its draft or order), provided, however, that the opening and maintenance
of any such account shall be at the Company's expense.
3.7 Delivery of Assets to Custodian. The Company shall deliver to
Custodian the securities, funds and other assets of the Portfolio, including
(a) payments of income, payments of principal and capital distributions
received by the Portfolio with respect to securities, funds or other assets
owned by the Portfolio at any time during the term of this Agreement, and
(b) funds received by the Portfolio for the issuance, at any time during
such term, of Shares. Custodian shall not be under any duty or obligation to
require the Company to deliver to it any securities or other assets owned by
the Portfolio and shall have no responsibility or liability for or on
account of securities or other assets not so delivered.
3.8 Securities Depositories and Book-Entry Systems. Custodian and any
sub-custodian appointed pursuant to Section 3.4 above may deposit and/or
maintain securities of the Portfolio in a Securities Depository or in a
Book-Entry System, subject to the following provisions:
(a) Prior to a deposit of securities of the Portfolio in any Securities
Depository or Book-Entry System, the Company shall deliver to Custodian a
resolution of the Board of Directors of the Company, certified by an
officer of the Company, authorizing and instructing Custodian (and any
sub-custodian appointed pursuant to Section 3.4 above) on an on-going basis
to deposit in such Securities Depository or Book-Entry System all securities
eligible for deposit therein and to make use of such Securities Depository
or Book-Entry System to the extent possible and practical in connection with
the performance of its obligations hereunder (or under the applicable
sub-custody agreement in the case of such sub-custodian), including, without
limitation, in connection with settlements of purchases and sales of
securities, loans of securities, and deliveries and returns of collateral
consisting of securities.
(b) Securities of the Portfolio kept in a Book-Entry System or
Securities Depository shall be kept in an account ("Depository Account") of
Custodian (or of any sub-custodian appointed pursuant to Section 3.4 above)
in such Book-Entry System or Securities Depository which includes only
assets held by Custodian (or such sub-custodian) as a fiduciary, custodian
or otherwise for customers.
(c) The records of Custodian with respect to securities of the
Portfolio maintained in a Book-Entry System or Securities Depository shall
at all times identify such securities as belonging to the Portfolio.
(d) If securities purchased by the Portfolio are to be held in a
Book-Entry System or Securities Depository, Custodian (or any sub-custodian
appointed pursuant to Section 3.4 above) shall pay for such securities upon
(i) receipt of advice from the Book-Entry System or Securities Depository
that such securities have been transferred to the Depository Account, and
(ii) the making of an entry on the records of Custodian (or of such sub-
custodian) to reflect such payment and transfer for the account of the
Portfolio. If securities sold by the Portfolio are held in a Book-Entry
System or Securities Depository, Custodian (or such sub-custodian) shall
transfer such securities upon (A) receipt of advice from the Book-Entry
System or Securities Depository that payment for such securities has been
transferred to the Depository Account, and (B) the making of an entry on the
records of Custodian (or of such sub-custodian) to reflect such transfer and
payment for the account of the Portfolio.
(e) Custodian shall provide the Company with copies of any report
obtained by Custodian (or by any sub-custodian appointed pursuant to Section
3.4 above) from a Book-Entry System or Securities Depository in which
securities of the Portfolio are kept on the internal accounting controls and
procedures for safeguarding securities deposited in such Book-Entry System
or Securities Depository.
(f) At its election, the Company shall be subrogated to the rights of
Custodian (or of any sub-custodian appointed pursuant to Section 3.4 above)
with respect to any claim against a Book-Entry System or Securities
Depository or any other person for any loss or damage to the Portfolio
arising from the use of such Book-Entry System or Securities Depository, if
and to the extent that the Portfolio has not been made whole for any such
loss or damage.
3.9 Relationship With Securities Depositories. No Book-Entry System,
Securities Depository, or other securities depository or clearing agency
which it is or may become standard market practice to use for the comparison
and settlement of trades in securities shall be an agent or sub-contractor
of Custodian for purposes of Section 3.5 above or otherwise.
3.10 Payments from Custody Account. Upon receipt of Proper Instructions
with respect to the Portfolio but subject to its right to foreclose upon and
liquidate collateral pledged to it pursuant to Section 8.3 below, Custodian
shall make payments from the Custody Account of the Portfolio, but only in
the following cases, provided, first, that such payments are in connection
with the clearance and/or custody of securities or other assets, second,
that there are sufficient funds in such Custody Account, whether belonging
to the Portfolio or advanced to it by Custodian in its sole and absolute
discretion as set forth in Section 3.15 below, for Custodian to make such
payments, and, third, that after the making of such payments, the Portfolio
would not be in violation of any margin or other requirements agreed upon
pursuant to Section 3.15 below:
(a) For the purchase of securities for the Portfolio but only (i) in
the case of securities (other than options on securities, futures contracts
and options on futures contracts), against the delivery to Custodian (or any
sub-custodian appointed pursuant to this Agreement) of such securities
registered as provided in Section 3.17 below or in proper form for transfer
or, if the purchase of such securities is effected through a Book-Entry
System or Securities Depository, in accordance with the conditions set forth
in Section 3.8 above, and (ii) in the case of options, futures contracts and
options on futures contracts, against delivery to Custodian (or such
sub-custodian) of evidence of title thereto in favor of the Portfolio, the
Custodian, any such sub-custodian, or any nominee referred to in Section
3.17 below;
(b) In connection with the conversion, exchange or surrender, as set
forth in Section 3.11(f) below, of securities owned by the Portfolio;
(c) For transfer in accordance with the provisions of any agreement
among the Company, Custodian and a securities broker-dealer, relating to
compliance with rules of The Options Clearing Corporation and of any
registered national securities exchange (or of any similar organization or
organizations) regarding escrow or other arrangements in connection with
transactions of the Portfolio;
(d) For transfer in accordance with the provisions of any agreement
among the Company, Custodian and a futures commission merchant, relating to
compliance with the rules of the Commodity Futures Trading Commission and/or
any contract market (or any similar organization or organizations) regarding
margin or other deposits in connection with transactions of the Portfolio;
(e) For the funding of any time deposit (whether certificated or not)
or other interest-bearing account with any banking institution (including
Custodian), provided that Custodian shall receive and retain such
certificate, advice, receipt or other evidence of deposit (if any) as such
banking institution may deliver with respect to any such deposit or account;
(f) For the purchase from a banking or other financial institution of
loan participations, but only if Custodian has in its possession a copy of
the agreement between the Company and such banking or other financial
institution with respect to the purchase of such loan participations and
provided that Custodian shall receive and retain such participation
certificate or other evidence of participation (if any) as such banking or
other financial institution may deliver with respect to any such loan
participation;
(g) For the purchase and/or sale of foreign currencies or of options to
purchase and/or sell foreign currencies, for spot or future delivery, for
the account of the Portfolio pursuant to contracts between the Company and
any banking or other financial institution (including Custodian, any
affiliate of Custodian and any sub-custodian appointed pursuant to this
Agreement);
(h) For transfer to a securities broker-dealer as margin for a short
sale of securities for the Portfolio, or as payment in lieu of dividends
paid on securities sold short for the Portfolio;
(i) For the payment as provided in Article IV below of any dividends,
capital gain distributions or other distributions declared on the Shares;
(j) For the payment as provided in Article IV below of the redemption
price of the Shares;
(k)For the payment of any expense or liability incurred by the
Portfolio, including but not limited to the following payments for the
account of the Portfolio: interest, taxes, and administration, investment
advisory, accounting, auditing, transfer agent, custodian and legal fees,
and other operating expenses of the Portfolio; in all cases, whether or not
such expenses are to be in whole or in part capitalized or treated as
deferred expenses; and
(l) For any other proper purpose, but only upon receipt of Proper
Instructions, specifying the amount and purpose of such payment, certifying
such purpose to be a proper purpose of the Portfolio, and naming the person
or persons to whom such payment is to be made.
3.11 Deliveries from Custody Account. Upon receipt of Proper
Instructions with respect to the Portfolio but subject to its right to
foreclose upon and liquidate collateral pledged to it pursuant to Section
8.3 below, Custodian shall release and deliver securities and other assets
from the Custody Account of the Portfolio, but only in the following cases,
provided, first, that such deliveries are in connection with the clearance
and/or custody of securities or other assets, second, there are sufficient
amounts and types of securities or other assets in such Custody Account for
Custodian to make such deliveries, and, third, that after the making of such
deliveries, the Portfolio would not be in violation of any margin or other
requirements agreed upon pursuant to Section 3.15 below:
(a) Upon the sale of securities for the account of the Portfolio but,
subject to Section 3.12 below, only against receipt of payment therefor or,
if such sale is effected through a Book-Entry System or Securities
Depository, in accordance with the provisions of Section 3.8 above;
(b) To an offeror's depository agent in connection with tender or other
similar offers for securities of the Portfolio; provided that, in any such
case, the funds or other consideration for such securities is to be
delivered to Custodian;
(c) To the issuer thereof or its agent when such securities are called,
redeemed or otherwise become payable, provided that in any such case the
funds or other consideration for such securities is to be delivered to
Custodian;
(d) To the issuer thereof or its agent for exchange for a different
number of certificates or other evidence representing the same aggregate
face amount or number of units; provided that, in any such case, the new
securities are to be delivered to Custodian;
(e) To the securities broker through whom securities are being sold for
the Portfolio, for examination in accordance with the "street delivery"
custom;
(f) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
issuer of such securities, or pursuant to provisions for conversion
contained in such securities, or pursuant to any deposit agreement,
including surrender or receipt of underlying securities in connection with
the issuance or cancellation of depository receipts; provided that, in any
such case, the new securities and funds, if any, are to be delivered to
Custodian;
(g) In the case of warrants, rights or similar securities, to the
issuer of such warrants, rights or similar securities, or its agent, upon
the exercise thereof, provided that, in any such case, the new securities
and funds, if any, are to be delivered to Custodian;
(h) To the borrower thereof, or its agent, in connection with any loans
of securities for the Company pursuant to any securities loan agreement
entered into by the Company, but only against receipt by Custodian of such
collateral as is required under such securities loan agreement;
(i) To any lender, or its agent, as collateral for any borrowings from
such lender by the Portfolio that require a pledge of assets of the
Portfolio, but only against receipt by Custodian of the amounts borrowed;
(j) Pursuant to any authorized plan of liquidation, reorganization,
merger, consolidation or recapitalization of the Portfolio or the Company;
(k) For delivery in accordance with the provisions of any agreement
among the Company, Custodian and a securities broker-dealer, relating to
compliance with the rules of The Options Clearing Corporation and of any
registered national securities exchange (or of any similar organization or
organizations) regarding escrow or other arrangements in connection with
transactions of the Portfolio;
(l) For delivery in accordance with the provisions of any agreement
among the Company, Custodian, and a futures commission merchant, relating to
compliance with the rules of the Commodity Futures Trading Commission and/or
any contract market (or any similar organization or organizations) regarding
margin or other deposits in connection with transactions of the Portfolio;
(m) For delivery to a securities broker-dealer as margin for a short
sale of securities for the Portfolio;
(n) To the issuer of American Depositary Receipts or International
Depositary Receipts (hereinafter, collectively, "ADRs") for such securities,
or its agent, against a written receipt therefor adequately describing such
securities, provided that such securities are delivered together with
instructions to issue ADRs in the name of Custodian or its nominee and to
deliver such ADRs to Custodian;
(o) In the case of ADRs, to the issuer thereof, or its agent, against a
written receipt therefor adequately describing such ADRs, provided that such
ADRs are delivered together with instructions to deliver the securities
underlying such ADRs to Custodian or an agent of Custodian; or
(p) For any other proper purpose, but only upon receipt of Proper
Instructions, specifying the securities or other assets to be delivered,
setting forth the purpose for which such delivery is to be made, certifying
such purpose to be a proper purpose of the Portfolio, and naming the person
or persons to whom delivery of such securities or other assets is to be
made.
3.12 Delivery Prior to Final Payment. When instructed by the Company to
deliver securities of the Portfolio against payment, Custodian shall be
entitled, but only if in accordance with generally accepted market practice,
to deliver such securities prior to actual receipt of final payment therefor
and, exclusively in the case of securities in physical form, prior to
receipt of payment therefor. In any such case, the Portfolio shall bear the
risk that final payment for such securities may not be made or that such
securities may be returned or otherwise held or disposed of by or through
the person to whom they were delivered, and Custodian shall have no
liability for any of the foregoing.
3.13 Credit Prior to Final Payment. In its sole discretion and from
time to time, Custodian may credit the Custody Account of the Portfolio,
prior to actual receipt of final payment thereof, with (a) proceeds from the
sale of securities of the Portfolio which it has been instructed to deliver
against payment, (b) proceeds from the redemption of securities or other
assets in such Custody Account, and (c) income from securities, funds or
other assets in such Custody Account. Any such credit shall be conditional
upon actual receipt by Custodian of final payment and may be reversed if
final payment is not actually received in full. Custodian may, in its sole
discretion and from time to time, permit the Portfolio to use funds so
credited to its Custody Account in anticipation of actual receipt of final
payment. Any funds so used shall constitute an advance subject to Section
3.15 below.
3.14 Definition of Final Payment. For purposes of this Agreement,
"final payment" means payment in funds which are (or have become)
immediately available, under applicable law are irreversible, and are not
subject to any security interest, levy, lien or other encumbrance.
3.15 Clearing Credit. Custodian may, in its sole discretion and from
time to time, advance funds to the Company to facilitate the settlement of
the Portfolio's transactions in the Custody Account . Any such advance (a)
shall be repayable immediately upon demand made by Custodian, (b) shall be
fully secured as provided in Section 8.3 below, and (c) shall bear interest
at such rate, and be subject to such other terms and conditions, as
Custodian and the Company may agree.
3.16 Actions Not Requiring Proper Instructions. Unless otherwise
instructed by the Company, Custodian shall with respect to all securities
and other assets held for the Portfolio:
(a) Subject to Section 7.4 below, receive into the Custody Account of
the Portfolio any funds or other property, including payments of principal,
interest and dividends, due and payable on or on account of such securities
and other assets;
(b) Deliver securities of the Portfolio to the issuers of such
securities or their agents for the transfer thereof into the name of the
Portfolio, Custodian, or any of the nominees referred to in Section 3.17
below;
(c) Endorse for collection, in the name of the Portfolio, checks,
drafts and other negotiable instruments;
(d) Surrender interim receipts or securities in temporary form for
securities in definitive form;
(e) Execute, as Custodian, any necessary declarations or certificates
of ownership under the federal income tax laws of the United States, or the
laws or regulations of any other taxing authority, in connection with the
transfer of such securities or other assets or the receipt of income or
other payments with respect thereto;
(f) Receive and hold for the Portfolio all rights and similar
securities issued with respect to securities or other assets of the
Portfolio;
(g) As may be required in the execution of Proper Instructions,
transfer funds from the Custody Account of the Company to any demand deposit
account maintained by the Custodian pursuant to Section 3.6 above; and
(h) In general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase and transfer of, and other
dealings in, such securities and other assets.
3.17 Registration and Transfer of Securities. All securities held for
the Portfolio that are issuable only in bearer form shall be held by
Custodian in that form, provided that any such securities shall be held in a
Securities Depository or Book-Entry System if eligible therefor. All other
securities and all other assets held for the Portfolio may be registered in
the name of (a) Custodian as agent, (b) any sub-custodian appointed pursuant
to this Agreement, (c) any Securities Depository, or (d) any nominee or
agent of any of them. The Company shall furnish to Custodian appropriate
instruments to enable Custodian to hold or deliver in proper form for
transfer, or to register as in this Section 3.17 provided, any securities or
other assets delivered to Custodian which are registered in the name of the
Portfolio.
3.18Records. (a) Custodian shall maintain complete and accurate records
with respect to securities, funds and other assets held for the Portfolio,
including (i) journals or other records of original entry containing an
itemized daily record in detail of all receipts and deliveries of securities
and all receipts and disbursements of funds; (ii) ledgers (or other records)
reflecting (A) securities in transfer, if any, (B) securities in physical
possession, (C) monies and securities borrowed and monies and securities
loaned (together with a record of the collateral therefor and substitutions
of such collateral), (D) dividends and interest received, and (E) dividends
receivable and interest accrued; and (iii) cancelled checks and bank records
related thereto. Custodian shall keep such other books and records with
respect to securities, funds and other assets of the Portfolio which are
held hereunder as the Company may reasonably request.
(b) All such books and records maintained by Custodian for the
Portfolio shall (i) be maintained in a form acceptable to the Company and in
compliance with rules and regulations of the Securities and Exchange
Commission, (ii) be the property of the Portfolio and at all times during
the regular business hours of Custodian be made available upon request for
inspection by duly authorized officers, employees or agents of the Company
and employees or agents of the Securities and Exchange Commission, and (iii)
if required to be maintained under the 1940 Act, be preserved for the
periods prescribed therein.
3.19 Account Reports by Custodian. Custodian shall furnish the Company
with a daily activity statement, including a summary of all transfers to or
from the Custody Account of the Portfolio (in the case of securities and
other assets maintained in the United States, on the day following such
transfers). At least monthly and from time to time, Custodian shall furnish
the Company with a detailed statement of the securities, funds and other
assets held for the Portfolio under this Agreement.
3.20 Other Reports by Custodian. Custodian shall provide the Company
with such reports as the Company may reasonably request from time to time on
the internal accounting controls and procedures for safeguarding securities
which are employed by Custodian or any sub-custodian appointed pursuant to
this Agreement.
3.21 Proxies and Other Materials. (a) Unless otherwise instructed by
the Company, Custodian shall promptly deliver to the Company all notices of
meetings, proxy materials (other than proxies) and other announcements which
it receives regarding securities held by it in the Custody Account of the
Portfolio. Whenever Custodian or any of its agents receives a proxy with
respect to securities in the Custody Account of the Portfolio, Custodian
shall promptly request instructions from the Company on how such securities
are to be voted, and shall give such proxy, or cause it to be given, in
accordance with such instructions. If the Company timely informs Custodian
that the Company wishes to vote any such securities in person, Custodian
shall promptly seek to have a legal proxy covering such securities issued to
the Company. Unless otherwise instructed by the Company, neither Custodian
nor any of its agents shall exercise any voting rights with respect to
securities held hereunder.
(b) Unless otherwise instructed by the Company, Custodian shall
promptly transmit to the Company all other written information received by
Custodian from issuers of securities held in the Custody Account of the
Portfolio. With respect to tender or exchange offers for such securities or
with respect to other corporate transactions involving such securities,
Custodian shall promptly transmit to the Company all written information
received by Custodian from the issuers of such securities or from any party
(or its agents) making any such tender or exchange offer or participating in
such other corporate transaction. If the Company, with respect to such
tender or exchange offer or other corporate transaction, desires to take any
action that may be taken by it pursuant to the terms of such offer or other
transaction, the Company shall notify Custodian at least five Business Days
prior to the date on which Custodian is to take such action.
3.22 Co-operation. Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Company to keep the
books of account of the Portfolio and/or to compute the value of the assets
of the Portfolio.
ARTICLE IV
REDEMPTION OF PORTFOLIO SHARES;
DIVIDENDS AND OTHER DISTRIBUTIONS
4.1 Transfer of Funds. From such funds as may be available for the
purpose in the Custody Account, and upon receipt of Proper Instructions
specifying that the funds are required to redeem Shares or to pay dividends
or other distributions to holders of Shares, Custodian shall transfer each
amount specified in such Proper Instructions to such account of the
Portfolio or of an agent thereof (other than Custodian), at such bank, as
the Company may designate therein with respect to such amount.
4.2 Sole Duty of Custodian. Custodian's sole obligation with respect to
the redemption of Shares and the payment of dividends and other
distributions thereon shall be its obligation set forth in Section 4.1
above, and Custodian shall not be required to make any payments to the
various holders from time to time of Shares nor shall Custodian be
responsible for the payment or distribution by the Company, or any agent
designated in Proper Instructions given pursuant to Section 4.1 above, of
any amount paid by Custodian to the account of the Company or such agent in
accordance with such Proper Instructions.
ARTICLE V
SEGREGATED ACCOUNTS
Upon receipt of Proper Instructions to do so, Custodian shall establish
and maintain a segregated account or accounts for and on behalf of the
Portfolio, into which account or accounts may be transferred funds and/or
securities, including securities maintained in a Securities Depository:
(a) in accordance with the provisions of any agreement among the
Company, Custodian and a securities broker-dealer (or any futures commission
merchant), relating to compliance with the rules of The Options Clearing
Corporation or of any registered national securities exchange (or the
Commodity Futures Trading Commission or any registered contract market), or
of any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions of the Portfolio,
(b) for purposes of segregating funds or securities in connection with
securities options purchased or written by the Portfolio or in connection
with financial futures contracts (or options thereon) purchased or sold by
the Portfolio,
(c) which constitute collateral for loans of securities made by the
Portfolio,
(d) for purposes of compliance by the Portfolio with requirements under
the 1940 Act for the maintenance of segregated accounts by registered
management investment companies in connection with reverse repurchase
agreements, when-issued, delayed delivery and firm commitment transactions,
and short sales of securities, and
(e) for other proper purposes, but only upon receipt of Proper
Instructions, specifying the purpose or purposes of such segregated account
and certifying such purposes to be proper purposes of the Portfolio.
ARTICLE VI
CERTAIN REPURCHASE TRANSACTIONS
6.1 Transactions. If and to the extent that the necessary funds and
securities have been entrusted to it under this Agreement, and subject to
Custodian's right to foreclose upon and liquidate collateral pledged to it
pursuant to Section 8.3 below, Custodian, as agent of the Portfolio, shall
from time to time (and unless the Company gives it Proper Instructions to do
otherwise) make for the account of the Portfolio the transfers of funds and
deliveries of securities which the Portfolio is required to make pursuant to
the Master Repurchase Agreement and shall receive for the account of the
Portfolio the transfers of funds and deliveries of securities which the
seller under the Master Repurchase Agreement is required to make pursuant
thereto. Custodian shall make and receive all such transfers and deliveries
pursuant to, and subject to the terms and conditions of, the Master
Repurchase Agreement.
6.2 Collateral. Custodian shall daily mark to market the securities
purchased under the Master Repurchase Agreement and held in the Custody
Account, and shall give to the seller thereunder any such notice as may be
required thereby in connection with such mark-to-market.
6.3 Events of Default. Custodian shall promptly notify the Company of
any event of default under the Master Repurchase Agreement (as such term
"event of default" is defined therein) of which it has actual knowledge.
6.4 Master Repurchase Agreement. Custodian hereby acknowledges its
receipt from the Company of a copy of the Master Repurchase Agreement. The
Company shall provide Custodian, prior to the effectiveness thereof, with a
copy of any amendment to the Master Repurchase Agreement.
ARTICLE VII
CONCERNING THE CUSTODIAN
7.1 Standard of Care. Custodian shall be held to the exercise of
reasonable care in carrying out its obligations under this Agreement, and
shall be without liability to the Portfolio or the Company for any loss,
damage, cost, expense (including attorneys' fees and disbursements),
liability or claim which does not arise from willful misfeasance, bad faith
or negligence on the part of Custodian. Custodian shall be entitled to rely
on and may act upon advice of counsel in all matters, and shall be without
liability for any action reasonably taken or omitted pursuant to such
advice. In no event shall Custodian be liable for special, incidental or
consequential damages, even if Custodian has been advised of the possibility
of such damages, or be liable in any manner whatsoever for any action taken
or omitted upon instructions from the Company, the Portfolio or any agent of
either of them.
7.2 Actual Collection Required. Custodian shall not be liable for, or
considered to be the custodian of, any funds belonging to the Portfolio or
any money represented by a check, draft or other instrument for the payment
of money, until Custodian or its agents actually receive such funds or
collect on such instrument.
7.3 No Responsibility for Title, etc. So long as and to the extent
that it is in the exercise of reasonable care, Custodian shall not be
responsible for the title, validity or genuineness of any assets or evidence
of title thereto received or delivered by it or its agents.
7.4 Limitation on Duty to Collect. Custodian shall promptly notify the
Company whenever any money or property due and payable from or on account of
any securities or other assets held hereunder for the Portfolio is not
timely received by it. Custodian shall not, however, be required to enforce
collection, by legal means or otherwise, of any such money or other property
not paid when due, but shall receive the proceeds of such collections as may
be effected by it or its agents in the ordinary course of Custodian's
custody and safekeeping business or of the custody and safekeeping business
of such agents.
7.5 Express Duties Only. Custodian shall have no duties or obligations
whatsoever except such duties and obligations as are specifically set forth
in this Agreement, and no covenant or obligation shall be implied in this
Agreement against Custodian. Custodian shall have no discretion whatsoever
with respect to the management, disposition or investment of the Custody
Account and is not a fiduciary to the Portfolio or the Company. In
particular, Custodian shall not be under any obligation at any time to
monitor or to take any other action with respect to compliance by the
Portfolio or the Company with the 1940 Act, the provisions of the Company's
charter documents or by-laws, or the Portfolio's investment objectives,
policies and limitations as in effect from time to time.
ARTICLE VIII
INDEMNIFICATION
8.1 Indemnification. The Portfolio shall indemnify and hold harmless
Custodian, any sub-custodian appointed pursuant to this Agreement and any
nominee of any of them, from and against any loss, damages, cost, expense
(including attorneys' fees and disbursements), liability (including, without
limitation, liability arising under the Securities Act of 1933, the
Securities Exchange Act of 1934, the 1940 Act, and any federal, state or
foreign securities and/or banking laws) or claim arising directly or
indirectly (a) from the fact that securities or other assets in the Custody
Account are registered in the name of any such nominee, or (b) from any
action or inaction, with respect to the Portfolio, by Custodian or such
sub-custodian or nominee (i) at the request or direction of or in reliance
on the advice of the Company or any of its agents, or (ii) upon Proper
Instructions, or (c) generally, from the performance of its obligations
under this Agreement, provided that Custodian, any such sub-custodian or any
nominee of any of them shall not be indemnified and held harmless from and
against any such loss, damage, cost, expense, liability or claim arising
from willful misfeasance, bad faith or negligence on the part of Custodian
or any such sub-custodian or nominee.
8.2 Indemnity to be Provided. If the Company requests Custodian to take
any action with respect to securities or other assets of the Portfolio,
which may, in the opinion of Custodian, result in Custodian or its nominee
becoming liable for the payment of money or incurring liability of some
other form, Custodian shall not be required to take such action until the
Portfolio shall have provided indemnity therefor to Custodian in an amount
and form satisfactory to Custodian. In no event shall the Company be liable
for special, incidental or consequential damages, even if the Company has
been advised of the possibility of such damages.
8.3 Security. As security for the payment of any present or future
obligation or liability of any kind which the Portfolio may have to
Custodian with respect to or in connection with the Custody Account or this
Agreement, or which the Portfolio may otherwise have to Custodian, the
Company hereby pledges to Custodian all securities, funds and other assets
of every kind which are in such Custody Account or otherwise held for the
Portfolio by Custodian, and hereby grants to Custodian a lien, right of
set-off and continuing security interest in such securities, funds and other
assets.
ARTICLE IX
FORCE MAJEURE
Custodian shall not be liable for any failure or delay in performance
of its obligations under this Agreement arising out of or caused, directly
or indirectly, by circumstances beyond its reasonable control, including,
without limitation, acts of God; earthquakes; fires; floods; wars; civil or
military disturbances; sabotage; strikes; epidemics; riots; power failures;
computer failure and any such circumstances beyond its reasonable control as
may cause interruption, loss or malfunction of utility, transportation,
computer (hardware or software) or telephone communication service;
accidents; labor disputes; acts of civil or military authority; actions by
any governmental authority, de jure or de facto; or inability to obtain
labor, material, equipment or transportation.
ARTICLE X
REPRESENTATIONS AND WARRANTIES
10.1 Representations With Respect to Portfolio. The Company represents
and warrants that (a) it has all necessary power and authority to perform
the obligations hereunder of the Portfolio, (b) the execution and delivery
by it of this Agreement, and the performance by it of the obligations
hereunder of the Portfolio, have been duly authorized by all necessary
action and will not violate any law, regulation, charter, by-law, or other
instrument, restriction or provision applicable to it or the Portfolio or by
which it or the Portfolio, or their respective assets, may be bound, and (c)
this Agreement constitutes a legal, valid and binding obligation of the
Portfolio, enforceable against it in accordance with its terms.
10.2 Representations of Custodian. Custodian represents and warrants
that (a) it has all necessary power and authority to perform its obligations
hereunder, (b) the execution and delivery by it of this Agreement, and the
performance by it of its obligations hereunder, have been duly authorized by
all necessary action and will not violate any law, regulation, charter, by-
law, or other instrument, restriction or provision applicable to it or by
which it or its assets may be bound, and (c) this Agreement constitutes a
legal, valid and binding obligation of it, enforceable against it in
accordance with its terms.
ARTICLE XI
COMPENSATION OF CUSTODIAN
The Portfolio shall pay Custodian such fees and charges as are set
forth in Exhibit C hereto, as such Exhibit C may from time to time be
revised by Custodian upon 14 days' prior written notice to the Portfolio.
Any annual fee payable by the Portfolio shall be calculated on the basis of
the total market value of the assets in the Custody Account as determined on
the last Business Day of the month for which such fee is charged; and such
fee, and any transaction charges payable by the Portfolio, shall be paid
monthly by automatic deduction from funds available therefor in the Custody
Account, or, if there are no such funds, upon presentation of an invoice
therefor. Out-of-pocket expenses incurred by Custodian in the performance of
its services hereunder, and all other proper charges and disbursements of
the Custody Account, shall be charged to such Custody Account by Custodian
and paid in the same manner as the annual fee and other charges referred to
in this Article XI .
ARTICLE XII
TAXES
Any and all taxes, including any interest and penalties with respect
thereto, which may be levied or assessed under present or future laws or in
respect of the Custody Account or any income thereof shall be charged to the
Custody Account by Custodian and paid in the same manner as the annual fee
and other charges referred to in Article XI above.
ARTICLE XIII
AUTHORIZED PERSONS; NOTICES
13.1 Authorized Persons. Custodian may rely upon and act in accordance
with any notice, confirmation, instruction or other communication received
by it from the Company which is reasonably believed by Custodian to have
been given or signed on behalf of the Company by one of the Authorized
Persons designated by the Company in Exhibit A hereto, as it may from time
to time be revised. The Company may revise Exhibit A hereto at any time by
notice in writing to Custodian given in accordance with Section 13.4 below,
but no revision of Exhibit A hereto shall be effective until Custodian
actually receives such notice.
13.2 Investment Advisers. Custodian may also act in accordance with any
Written or Oral Instructions which are reasonably believed by Custodian to
have been given or signed by one of the persons designated from time to time
by any of the investment advisers of the Portfolio specified in Exhibit B
hereto as it may from time to time be revised. The Company may revise
Exhibit B hereto at any time by notice in writing to Custodian given in
accordance with Section 13.4 below, and each investment adviser specified in
Exhibit B hereto may at any time by like notice designate an Authorized
Person or remove an Authorized Person previously designated by it, but no
revision of Exhibit B hereto and no designation or removal by such
investment adviser shall be effective until Custodian actually receives such
notice.
13.3 Oral Instructions. Custodian may rely upon and act in accordance
with Oral Instructions. All Oral Instructions shall be confirmed to
Custodian in Written Instructions. However, if Written Instructions
confirming Oral Instructions are not received by Custodian prior to a
transaction, it shall in no way affect the validity of the transaction
authorized by such Oral Instructions or the authorization given by an
Authorized Person to effect such transaction. Custodian shall incur no
liability to the Portfolio or the Company in acting upon Oral Instructions.
To the extent such Oral Instructions vary from any confirming Written
Instructions, Custodian shall advise the Company of such variance but unless
confirming Written Instructions are timely received, such Oral Instructions
shall govern.
13.4 Addresses for Notices. Unless otherwise specified herein, all
demands, notices, instructions, and other communications to be given
hereunder shall be sent, delivered or given to the recipient at the address,
or the relevant telephone number, set forth after its name hereinbelow:
If to the Company:
THE DREYFUS PREMIER EQUITY FUNDS, INC.
for DREYFUS PREMIER MARKET NEUTRAL FUND
Attention:
Telephone: ( ) -
Facsimile: ( ) -
If to Custodian:
CUSTODIAL TRUST COMPANY
101 Carnegie Center
Princeton, New Jersey 08540-6231
Attention: Vice President - Trust Operations
Telephone: (609) 951-2320
Facsimile: (609) 951-2327
or at such other address as either party hereto shall have provided to the
other by notice given in accordance with this Section 13.4. Writing shall
include transmissions by or through teletype, facsimile, central processing
unit connection, on-line terminal and magnetic tape.
13.5 Remote Clearance. Written Instructions for the receipt, delivery
or transfer of securities may include, and Custodian shall accept, Remote
Clearance Instructions (as defined hereinbelow) and Bulk Input Instructions
(as defined hereinbelow), provided that such Instructions are given in
accordance with the procedures prescribed by Custodian from time to time as
to content of instructions and their manner and timeliness of delivery by
the Company. Custodian shall be entitled to conclusively assume that all
Remote Clearance Instructions and Bulk Input Instructions have been given by
an Authorized Person, and Custodian is hereby irrevocably authorized to act
in accordance therewith. For purposes of this Agreement, "Remote Clearance
Instructions" means instructions that are input directly via a remote
terminal which is located on the premises of the Company, or of an
investment adviser named in Exhibit B hereto, and linked to Custodian; and
"Bulk Input Instructions" means instructions that are input by bulk input
computer tape delivered to Custodian by messenger or transmitted to it via
such transmission mechanism as the Company and Custodian shall from time to
time agree upon.
ARTICLE XIV
TERMINATION
Either party hereto may terminate this Agreement by giving to the other
party a notice in writing specifying the date of such termination, which
shall be not less than sixty (60) days after the date of the giving of such
notice. Upon the date set forth in such notice this Agreement shall
terminate, and Custodian shall, upon receipt of a notice of acceptance by
the successor custodian, on that date (a) deliver directly to the successor
custodian or its agents all securities (other than securities held in a
Book-Entry System or Securities Depository) and other assets then owned by
the Portfolio and held by Custodian as custodian, and (b) transfer any
securities held in a Book-Entry System or Securities Depository to an
account of or for the benefit of the Portfolio, provided that the Portfolio
shall have paid to Custodian all fees, expenses and other amounts to the
payment or reimbursement of which it shall then be entitled.
ARTICLE XV
MISCELLANEOUS
15.1 Business Days. Nothing contained in this Agreement shall require
Custodian to perform any function or duty on a day other than a Business
Day.
15.2 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without regard to the
conflict of laws principles thereof.
15.3 References to Custodian. The Company shall not circulate any
printed matter which contains any reference to Custodian without the prior
written approval of Custodian, excepting printed matter contained in the
prospectus or statement of additional information for the Portfolio and such
other printed matter as merely identifies Custodian as custodian for the
Portfolio. The Company shall submit printed matter requiring approval to
Custodian in draft form, allowing sufficient time for review by Custodian
and its counsel prior to any deadline for printing.
15.4 No Waiver. No failure by either party hereto to exercise, and no
delay by such party in exercising, any right hereunder shall operate as a
waiver thereof. The exercise by either party hereto of any right hereunder
shall not preclude the exercise of any other right, and the remedies
provided herein are cumulative and not exclusive of any remedies provided at
law or in equity.
15.5 Amendments. This Agreement cannot be changed orally and no
amendment to this Agreement shall be effective unless evidenced by an
instrument in writing executed by the parties hereto.
15.6 Counterparts. This Agreement may be executed in one or more
counterparts, and by the parties hereto on separate counterparts, each of
which shall be deemed an original but all of which together shall constitute
but one and the same instrument.
15.7 Severability. If any provision of this Agreement shall be invalid,
illegal or unenforceable in any respect under any applicable law, the
validity, legality and enforceability of the remaining provisions shall not
be affected or impaired thereby.
15.8 Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that this Agreement shall not be
assignable by either party hereto without the written consent of the other
party. Any purported assignment in violation of this Section 15.8 shall be
void.
15.9 Jurisdiction. Any suit, action or proceeding with respect to this
Agreement may be brought in the Supreme Court of the State of New York,
County of New York, or in the United States District Court for the Southern
District of New York, and the parties hereto hereby submit to the non-
exclusive jurisdiction of such courts for the purpose of any such suit,
action or proceeding, and hereby waive for such purpose any other
preferential jurisdiction by reason of their present or future domicile or
otherwise.
15.10 Headings. The headings of sections in this Agreement are for
convenience of reference only and shall not affect the meaning or
construction of any provision of this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its representative
thereunto duly authorized, all as of the day and year first above written.
DREYFUS PREMIER EQUITY FUNDS, INC. CUSTODIAL TRUST COMPANY
with respect to and on behalf of DREYFUS
PREMIER MARKET NEUTRAL FUND
By: ____________________ By: ______________________
Name: Name:
Title: Title:
EXHIBIT A
AUTHORIZED PERSONS
Set forth below are the names and specimen signatures of the persons
authorized by the Company to administer the Custody Account of the
Portfolio.
Name
Signature
EXHIBIT B
INVESTMENT ADVISERS
The Dreyfus Corporation
EXHIBIT C
CUSTODY FEES AND TRANSACTION CHARGES
Dreyfus Premier Market Neutral Fund
For purposes of calculating the annual fee hereinafter provided for,
all assets held in the account established pursuant to the Special Custody
Account among the Company, Custodian and Bear Stearns, dated as of June __,
1998, shall be deemed to be held in the Dreyfus Premier Market Neutral Fund
Custody Account under this Agreement.
The Fund shall pay Sub-Custodian the following fees for assets held in
its Custody Account and the following charges for transactions, all such
fees and charges to be payable monthly:
(1) an annual fee equal to the sum of (a) 0.03% (three basis points)
per annum of the value of the assets held in the Fund's Custody Account up
to $50 million, plus (b) 0.015% (one and one-half basis points) per annum of
the amount by which the value of such assets is more than $50 million up to
$200 million, plus (c) 0.01% (one basis point) per annum of the amount by
which the value of such assets exceeds $200 million, with each such
percentage fee to be based upon the total market value of such assets as
determined on the last Business Day of the month for which such fee is
charged;
(2) a transaction charge for each repurchase transaction in such
Custody Account which represents a cash sweep investment for the Fund's
account, computed on the basis of a 360-day year and for the actual number
of days such repurchase transaction is outstanding at a rate of 0.10% (ten
basis points) per annum on the amount of the purchase price paid by the Fund
in such repurchase transaction;
(3) a charge of $10 for each "free" transfer of funds from such Custody
Account;
(4) an administrative fee for each purchase in such Custody Account of
shares or other interests in a money market or other fund, which purchase
represents a cash sweep investment for
the Fund's account, computed for each day that there is a positive balance
in such fund to equal 1/365th of 0.10% (ten basis points) on the amount of
such positive balance for such day; and
(5) a service charge for each holding of securities or other assets of
the Fund that are sold by way of private placement or in such other manner
as to require services by Sub-Custodian which in its reasonable judgment are
materially in excess of those ordinarily required for the holding of
publicly traded securities in the United States.
- 1 -
686059v1
DREYFUS PREMIER EQUITY FUNDS, INC.
SHAREHOLDER SERVICES PLAN
Introduction: It has been proposed that the above-captioned
investment company (the "Fund") adopt a Shareholder Services Plan under
which the Fund would pay the Fund's distributor (the "Distributor") for
providing services to (a) shareholders of each series of the Fund or class
of Fund shares set forth on Exhibit A hereto, as such Exhibit may be revised
from time to time (each, a "Class"), or (b) if no series or classes are set
forth on such Exhibit, shareholders of the Fund. The Distributor would be
permitted to pay certain financial institutions, securities dealers and
other industry professionals (collectively, "Service Agents") in respect of
these services. The Plan is not to be adopted pursuant to Rule 12b-1 under
the Investment Company Act of 1940, as amended (the "Act"), and the fee
under the Plan is intended to be a "service fee" as defined under the
Conduct Rules of the National Association of Securities Dealers, Inc.
The Fund's Board, in considering whether the Fund should implement
a written plan, has requested and evaluated such information as it deemed
necessary to an informed determination as to whether a written plan should
be implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use Fund assets attributable
to each Class for such purposes.
In voting to approve the implementation of such a plan, the Board
has concluded, in the exercise of its reasonable business judgment and in
light of applicable fiduciary duties, that there is a reasonable likelihood
that the plan set forth below will benefit the Fund and shareholders of each
Class.
The Plan: The material aspects of this Plan are as follows:
1. The Fund shall pay to the Distributor a fee at the annual
rate set forth on Exhibit A in respect of the provision of personal services
to shareholders and/or the maintenance of shareholder accounts. The
Distributor shall determine the amounts to be paid to Service Agents and the
basis on which such payments will be made. Payments to a Service Agent are
subject to compliance by the Service Agent with the terms of any related
Plan agreement between the Service Agent and the Distributor.
2. For the purpose of determining the fees payable under this
Plan, the value of the Fund's net assets attributable to each Class shall be
computed in the manner specified in the Fund's charter documents for the
computation of net asset value.
3. The Board shall be provided, at least quarterly, with a
written report of all amounts expended pursuant to this Plan. The report
shall state the purpose for which the amounts were expended.
4. As to each Class, this Plan will become effective immediately
upon approval by a majority of the Board members, including a majority of
the Board members who are not "interested persons" (as defined in the Act)
of the Fund and have no direct or indirect financial interest in the
operation of this Plan or in any agreements entered into in connection with
this Plan, pursuant to a vote cast in person at a meeting called for the
purpose of voting on the approval of this Plan.
5. As to each Class, this Plan shall continue for a period of
one year from its effective date, unless earlier terminated in accordance
with its terms, and thereafter shall continue automatically for successive
annual periods, provided such continuance is approved at least annually in
the manner provided in paragraph 4 hereof.
6. As to each Class, this Plan may be amended at any time by the
Board, provided that any material amendments of the terms of this Plan shall
become effective only upon approval as provided in paragraph 4 hereof.
7. As to each Class, this Plan is terminable without penalty at
any time by vote of a majority of the Board members who are not "interested
persons" (as defined in the Act) of the Fund and have no direct or indirect
financial interest in the operation of this Plan or in any agreements
entered into in connection with this Plan.
Dated: September 11, 1995
Amended: December 11, 1995
EXHIBIT A
Fee as a Percentage of
Name of Series or Class Average Daily Net Assets
Dreyfus Premier Aggressive
Growth Fund
Class A .25 of 1%
Class B .25 of 1%
Class C .25 of 1%
Dreyfus Premier Emerging
Markets
Fund
Class A .25 of 1%
Class B .25 of 1%
Class C .25 of 1%
Dreyfus Premier Growth and
Income Fund
Class A .25 of 1%
Class B .25 of 1%
Class C .25 of 1%
Dreyfus Premier Market Neutral
Fund
Class A .25 of 1%
Class B .25 of 1%
Class C .25 of 1%
Revised: June 8, 1998
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Financial
Highlights" and "Counsel and Independent Auditors" and to the use of our
reports dated November 11, 1998, which are incorporated by reference, in this
Registration Statement (Form N-1A No. 2-30806) of Dreyfus Premier Equity
Funds, Inc. (comprised of Dreyfus Premier Aggressive Growth Fund, Dreyfus
Premier Emerging Markets Fund, Dreyfus Premier Growth & Income Fund and
Dreyfus Premier Market Neutral Fund).
ERNST & YOUNG LLP
New York, New York
November 25, 1998
- - 1 -
686078v1
DREYFUS PREMIER EQUITY FUNDS, INC.
DISTRIBUTION PLAN
Introduction: It has been proposed that the above-captioned
investment company (the "Fund") adopt a Distribution Plan (the "Plan") in
accordance with Rule 12b-1, promulgated under the Investment Company Act of
1940, as amended (the "Act"). The Plan would pertain to each class of each
series set forth on Exhibit A hereto, as such Exhibit may be revised from
time to time (each, a "Class"). Under the Plan, the Fund would pay the
Fund's distributor (the "Distributor") for distributing shares of each
Class. If this proposal is to be implemented, the Act and said Rule 12b-1
require that a written plan describing all material aspects of the proposed
financing be adopted by the Fund.
The Fund's Board, in considering whether the Fund should implement
a written plan, has requested and evaluated such information as it deemed
necessary to an informed determination as to whether a written plan should
be implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use assets attributable to
each Class for such purposes.
In voting to approve the implementation of such a plan, the Board
members have concluded, in the exercise of their reasonable business
judgment and in light of their respective fiduciary duties, that there is a
reasonable likelihood that the plan set forth below will benefit the Fund
and shareholders of each Class.
The Plan: The material aspects of this Plan are as follows:
1. The Fund shall pay to the Distributor for distribution a fee
in respect of each Class at the annual rate set forth on Exhibit A.
2. For the purposes of determining the fees payable under this
Plan, the value of the Fund's net assets attributable to each Class shall be
computed in the manner specified in the Fund's charter documents as then in
effect for the computation of the value of the Fund's net assets
attributable to such Class.
3. The Fund's Board shall be provided, at least quarterly, with a
written report of all amounts expended pursuant to this Plan. The report
shall state the purpose for which the amounts were expended.
4. As to each Class, this Plan will become effective upon
approval by (a) holders of a majority of the outstanding shares of such
Class, and (b) a majority of the Board members, including a majority of the
Board members who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in the operation
of this Plan or in any agreements entered into in connection with this Plan,
pursuant to a vote cast in person at a meeting called for the purpose of
voting on the approval of this Plan.
5. As to each Class, this Plan shall continue for a period of one
year from its effective date, unless earlier terminated in accordance with
its terms, and thereafter shall continue automatically for successive annual
periods, provided such continuance is approved at least annually in the
manner provided in paragraph 4(b) hereof.
6. As to each Class, this Plan may be amended at any time by the
Fund's Board, provided that (a) any amendment to increase materially the
costs which such Class may bear pursuant to this Plan shall be effective
only upon approval by a vote of the holders of a majority of the outstanding
shares of such Class, and (b) any material amendments of the terms of this
Plan shall become effective only upon approval as provided in paragraph 4(b)
hereof.
7. As to each Class, this Plan is terminable without penalty at
any time by (a) vote of a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and have no direct
or indirect financial interest in the operation of this Plan or in any
agreements entered into in connection with this Plan, or (b) vote of the
holders of a majority of the outstanding shares of such Class.
Dated: September 11, 1995
Amended: December 11, 1995
EXHIBIT A
Fee as a Percentage of
Name of Class Average Daily Net Assets
Dreyfus Premier Aggressive Growth
Fund
Class B .75 of 1%
Class C .75 of 1%
Dreyfus Premier Emerging Markets
Fund
Class B .75 of 1%
Class C .75 of 1%
Dreyfus Premier Growth and
Income Fund
Class B .75 of 1%
Class C .75 of 1%
Dreyfus Premier Market Neutral
Fund
Class B .75 of 1%
Class C .75 of 1%
Revised: June 8, 1998
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<NAME> DREYFUS PREMIER EQUITY FUNDS, INC.
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-3-
723858v1
THE DREYFUS FAMILY OF FUNDS
(Dreyfus Premier Family of Equity Funds)
Rule 18f-3 Plan
Rule 18f-3 under the Investment Company Act of 1940, as amended
(the "1940 Act"), requires that the Board of an investment company desiring
to offer multiple classes pursuant to said Rule adopt a plan setting forth
the separate arrangement and expense allocation of each class, and any
related conversion features or exchange privileges.
The Board, including a majority of the non-interested Board
members, of each of the investment companies, or series thereof, listed on
Schedule A attached hereto (each, a "Fund") which desires to offer multiple
classes has determined that the following plan is in the best interests of
each class individually and each Fund as a whole:
1. Class Designation: Fund shares shall be divided into Class
A, Class B, Class C and Class R.
2. Differences in Services: The services offered to
shareholders of each Class shall be substantially the same, except that
Right of Accumulation and Letter of Intent shall be available only to
holders of Class A shares.
3. Differences in Distribution Arrangements: Class A shares
shall be offered with a front-end sales charge, as such term is defined
under the Conduct Rules of the National Association of Securities Dealers,
Inc., and a deferred sales charge (a "CDSC"), as such term is defined under
said Conduct Rules may be assessed on certain redemptions of Class A shares
purchased without an initial sales charge as part of an investment of $1
million or more. The amount of the sales charge and the amount of and
provisions relating to the CDSC pertaining to the Class A shares are set
forth on Schedule B hereto.
Class B shares shall not be subject to a front-end sales charge,
but shall be subject to a CDSC and shall be charged an annual distribution
fee under a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940
Act. The amount of and provisions relating to the CDSC, and the amount of
the fees under the Distribution Plan pertaining to the Class B shares, are
set forth on Schedule C hereto.
Class C shares shall not be subject to a front-end sales charge,
but shall be subject to a CDSC and shall be charged an annual distribution
fee under a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940
Act. The amount of and provisions relating to the CDSC, and the amount of
the fees under the Distribution Plan pertaining to the Class C shares, are
set forth on Schedule D hereto.
Class R shares shall be offered at net asset value only to
institutional investors acting for themselves or in a fiduciary, advisory,
agency, custodial or similar capacity for qualified or non-qualified
employee benefit plans, including pension, profit-sharing, SEP-IRAs and
other deferred compensation plans, whether established by corporations,
partnerships, non-profit entities or state and local governments, but not
including IRAs or IRA "Rollover Accounts."
Class A, Class B and Class C shares shall be subject to an annual
service fee at the rate of .25% of the value of the average daily net assets
of such Class pursuant to a Shareholder Services Plan.
4. Expense Allocation: The following expenses shall be
allocated, to the extent practicable, on a Class-by-Class basis: (a) fees
under the Distribution Plan and Shareholder Services Plan; (b) printing and
postage expenses related to preparing and distributing materials, such as
shareholder reports, prospectuses and proxies, to current shareholders of a
specific Class; (c) Securities and Exchange Commission and Blue Sky
registration fees incurred by a specific Class; (d) the expense of
administrative personnel and services as required to support the
shareholders of a specific Class; (e) litigation or other legal expenses
relating solely to a specific Class; (f) transfer agent fees identified by
the Fund's transfer agent as being attributable to a specific Class; and (g)
Board members' fees incurred as a result of issues relating to a specific
Class.
5. Conversion Features: Class B shares shall automatically
convert to Class A shares after a specified period of time after the date of
purchase, based on the relative net asset value of each such Class without
the imposition of any sales charge, fee or other charge, as set forth on
Schedule E hereto. No other Class shall be subject to any automatic
conversion feature.
6. Exchange Privileges: Shares of a Class shall be exchangeable
only for (a) shares of the same Class of other investment companies managed
or administered by The Dreyfus Corporation and (b) shares of certain other
investment companies specified from time to time.
SCHEDULE A
Name of Fund Date Plan Adopted
Dreyfus Premier Equity Funds, Inc. September 11, 1995
(Revised as of June 8, 1998)
- --Dreyfus Premier Aggressive Growth Fund
- --Dreyfus Premier Growth and Income Fund
- --Dreyfus Premier Emerging Markets Fund
- --Dreyfus Premier Market Neutral Fund
Dreyfus Premier International Funds, Inc. April 24, 1995
- --Dreyfus Premier Greater China Fund (Revised as of January 12, 1998)
- --Dreyfus Premier International Growth Fund
Dreyfus Premier Worldwide Growth April 12, 1995
Fund, Inc. (Revised as of December 1, 1996)
Dreyfus Premier Value Fund July 19, 1995
(Revised as of December 1, 1996)
SCHEDULE B
Front-End Sales Charge--Class A Shares--Effective December 1, 1996, the
public offering price for Class A shares, except as set forth below, shall
be the net asset value per share of Class A plus a sales load as shown
below:
Total
Sales
Load
As a % of As a % of
Amount of Transaction offering net asset
price per value per
share share
Less than $50,000 5.75 6.10
$50,000 to less than $100,000 4.50 4.70
$100,000 to less than $250,000 3.50 3.60
$250,000 to less than $500,000 2.50 2.60
$500,000 to less than $1,000,000 2.00 2.00
$1,000,000 or more -0- -0-
Front-End Sales Charge--Class A Shares--Shareholders Beneficially Owning
Class A Shares on November 30, 1996--For shareholders who beneficially owned
Class A shares of a Fund on November 30, 1996, the public offering price for
Class A shares of such Fund, except as set forth below with respect to
certain shareholders of Dreyfus Premier Aggressive Growth Fund, shall be the
net asset value per share of Class A plus a sales load as shown below:
Total
Sales
Load
As a % of As a % of
Amount of Transaction offering net asset
price per value per
share share
Less than $50,000 4.50 4.70
$50,000 to less than $100,000 4.00 4.20
$100,000 to less than $250,000 3.00 3.10
$250,000 to less than $500,000 2.50 2.60
$500,000 to less than $1,000,000 2.00 2.00
$1,000,000 or more -0- -0-
Front-End Sales Charge--Class A Shares of Dreyfus Premier Aggressive Growth
Fund Only--Shareholders Beneficially Owning Class A Shares on December 31,
1995*--For shareholders who beneficially owned Class A shares of Dreyfus
Premier Aggressive Growth Fund on December 31, 1995, the public offering
price for Class A shares of Dreyfus Premier Aggressive Growth Fund shall be
the net asset value per share of Class A plus a sales load as shown below:
Total
Sales
Load
As a % of As a % of
Amount of Transaction offering net asset
price per value per
share share
Less than $100,000 3.00 3.10
$100,000 to less than $250,000 2.75 2.80
$250,000 to less than $500,000 2.25 2.30
$500,000 to less than $1,000,000 2.00 2.00
$1,000,000 or more 1.00 1.00
Contingent Deferred Sales Charge--Class A Shares--A CDSC of 1.00% shall be
assessed at the time of redemption of Class A shares purchased without an
initial sales charge as part of an investment of at least $1,000,000 and
redeemed within one year of purchase. The terms contained in Schedule C
pertaining to the CDSC assessed on redemptions of Class B shares (other than
the amount of the CDSC and its time periods), including the provisions for
waiving the CDSC, shall be applicable to the Class A shares subject to a
CDSC. Letter of Intent and Right of Accumulation shall apply to such
purchases of Class A shares.
_________________________
* At a meeting held on December 16, 1996, shareholders of Premier
Strategic Growth Fund voted to merge such Fund into Premier Aggressive
Growth Fund. Shareholders of Dreyfus Premier Strategic Growth Fund who
received Class A shares of Dreyfus Premier Aggressive Growth Fund in
the merger are deemed to have beneficially owned such shares as of the
date they beneficially owned Class A shares of Premier Strategic Growth
Fund for purposes of the front-end sales charge applicable to purchases
of Class A shares of Dreyfus Premier Aggressive Growth Fund.
SCHEDULE C
Contingent Deferred Sales Charge--Class B Shares--A CDSC payable to the
Fund's Distributor shall be imposed on any redemption of Class B shares
which reduces the current net asset value of such Class B shares to an
amount which is lower than the dollar amount of all payments by the
redeeming shareholder for the purchase of Class B shares of the Fund held by
such shareholder at the time of redemption. No CDSC shall be imposed to the
extent that the net asset value of the Class B shares redeemed does not
exceed (i) the current net asset value of Class B shares acquired through
reinvestment of dividends or capital gain distributions, plus (ii) increases
in the net asset value of the shareholder's Class B shares above the dollar
amount of all payments for the purchase of Class B shares of the Fund held
by such shareholder at the time of redemption.
If the aggregate value of the Class B shares redeemed has declined
below their original cost as a result of the Fund's performance, a CDSC may
be applied to the then-current net asset value rather than the purchase
price.
In circumstances where the CDSC is imposed, the amount of the
charge shall depend on the number of years from the time the shareholder
purchased the Class B shares until the time of redemption of such shares.
Solely for purposes of determining the number of years from the time of any
payment for the purchase of Class B shares, all payments during a month
shall be aggregated and deemed to have been made on the first day of the
month. The following table sets forth the rates of the CDSC:
CDSC as a % of
Year Since Amount Invested
Purchase Payment or Redemption
Was Made Proceeds
First
4.00
Second
4.00
Third
3.00
Fourth
3.00
Fifth
2.00
Sixth
1.00
In determining whether a CDSC is applicable to a redemption, the
calculation shall be made in a manner that results in the lowest possible
rate. Therefore, it shall be assumed that the redemption is made first of
amounts representing shares acquired pursuant to the reinvestment of
dividends and distributions; then of amounts representing the increase in
net asset value of Class B shares above the total amount of payments for the
purchase of Class B shares made during the preceding six years; then of
amounts representing the cost of shares purchased six years prior to the
redemption; and finally, of amounts representing the cost of shares held for
the longest period of time within the applicable six-year period.
Waiver of CDSC--The CDSC shall be waived in connection with (a) redemptions
made within one year after the death or disability, as defined in Section
72(m)(7) of the Internal Revenue Code of 1986, as amended (the "Code"), of
the shareholder, (b) redemptions by employees participating in qualified or
non-qualified employee benefit plans or other programs where (i) the
employers or affiliated employers maintaining such plans or programs have a
minimum of 250 employees eligible for participation in such plans or
programs, or (ii) such plan's or program's aggregate investment in the
Dreyfus Family of Funds or certain other products made available by the
Fund's Distributor exceeds one million dollars, (c) redemptions as a result
of a combination of any investment company with the Fund by merger,
acquisition of assets or otherwise, (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 any systematic withdrawal plan
as described in the Fund's prospectus. Any Fund shares subject to a CDSC
which were purchased prior to the termination of such waiver shall have the
CDSC waived as provided in the Fund's prospectus at the time of the purchase
of such shares.
Amount of Distribution Plan Fees--Class B Shares--.75 of 1% of the value of
the average daily net assets of Class B.
SCHEDULE D
Contingent Deferred Sales Charge--Class C Shares--A CDSC of 1.00% payable to
the Fund's Distributor shall be imposed on any redemption of Class C shares
within one year of the date of purchase. The basis for calculating the
payment of any such CDSC shall be the method used in calculating the CDSC
for Class B shares. In addition, the provisions for waiving the CDSC shall
be those set forth for Class B shares.
Amount of Distribution Plan Fees--Class C Shares--.75 of 1% of the value of
the average daily net assets of Class C.
SCHEDULE E
Conversion of Class B Shares--Approximately six years after the date of
purchase, Class B shares automatically shall convert to Class A shares,
based on the relative net asset values for shares of each such Class, and
shall no longer be subject to the distribution fee. At that time, Class B
shares that have been acquired through the reinvestment of dividends and
distributions ("Dividend Shares") shall be converted in the proportion that
a shareholder's Class B shares (other than Dividend Shares) converting to
Class A shares bears to the total Class B shares then held by the
shareholder which were not acquired through the reinvestment of dividends
and distributions.
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Margaret
W. Chambers, Marie E. Connolly, Christopher J. Kelley,
Kathleen K. Morrisey, Michael S. Petrucelli, Stephanie
Pierce and Elba Vasquez and each of them, with full power to
act without the other, his or her true and lawful
attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her, and in his
or her name, place and stead, in any and all capacities
(until revoked in writing) to sign any and all amendments
to the Registration Statement of Dreyfus Premier Equity
Funds, Inc. (including posteffective amendments and
amendments thereto), and to file the same, with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing ratifying and confirming all
that said attorneys-in-fact and agents or any of them,
or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/Joseph S. DiMartino June 8, 1998
Joseph S. DiMartino
/s/David P. Feldman June 8, 1998
David P. Feldman
/s/John M. Fraser, Jr. June 8, 1998
John M. Fraser, Jr.
/s/Robert R. Glauber June 8, 1998
Robert R. Glauber
/s/James F. Henry June 8, 1998
James F. Henry
/s/Rosalind Gersten Jacobs June 8, 1998
Rosalind Gersten Jacobs
/s/Irving Kristol June 8, 1998
Irving Kristol
/s/Paul A. Marks June 8, 1998
Paul A. Marks
/s/Martin Peretz June 8, 1998
Martin Peretz
/s/Bert W. Wasserman June 8, 1998
Bert W. Wasserman
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Margaret
W. Chambers, Christopher J. Kelley, Kathleen K. Morrisey,
Michael S. Petrucelli, Stephanie Pierce and Elba Vasquez,
and each of them, with full power to act without the other,
his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for
him or her, and in his or her name, place and stead, in any
and all capacities (until revoked in writing) to sign any
and all amendments to the Registration Statement of
Dreyfus Premier Equity Funds, Inc. (including post-
effective amendments and amendments thereto), and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing ratifying and
confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
/s/ Marie E. Connolly June 8, 1998
Marie E. Connolly
ASSISTANT SECRETARY'S CERTIFICATE
I, Stephanie Pierce, Assistant Secretary of Dreyfus Premier Equity
Funds, Inc. (the "Fund", hereby certify the following resolution was adopted
at a Board Meeting held on June 8, 1998 and remains in full force and
effect:
RESOLVED, that the Registration Statement and any and all
amendments and supplements thereto may be signed by any one of
Margaret W. Chambers, Marie E. Connolly, Christopher J. Kelley,
Kathleen K. Morrisey, Michael S. Petrucelli, Stephanie Pierce and
Elba Vasquez, as the attorney-in-fact for the proper officers of
the Fund, a with full power of substitution and resubstitution;
and that the appointment of each of such persons as such attorney-
in-fact hereby is authorized and approved; and that such attorneys-
in-fact, and each of them, shall have full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in connection with such Registration
Statement and any and all amendments and supplements thereto, as
whom he or she is acting as attorney-in-fact, might or could do in
person.
IN WITNESS WHEREOF, I have hereunto set my hand as Assistant Secretary
of the Funds and affixed the seal this ___ day of November, 1998.
/s/ Stephanie Pierce
Stephanie Pierce
(SEAL)
DREYFUS PREMIER EQUITY FUNDS, INC.
