The Dreyfus Premier Third Century Fund, Inc.
File Nos. 2-40341
811-2192
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 47 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 47 [X]
(Check appropriate box or boxes.)
THE DREYFUS THIRD CENTURY FUND, INC.
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
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) of Rule 485
----
X on August 31, 1999 pursuant to paragraph (b) of Rule 485
----
60 days after filing pursuant to paragraph (a) of Rule 485
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on (date) pursuant to paragraph (a) of Rule 485
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The Dreyfus Premier Third Century Fund, Inc.
Investing in large-cap stocks that meet certain financial as well as
social criteria
PROSPECTUS August 31, 1999
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
<PAGE>
The Fund
The Dreyfus Premier Third Century Fund, Inc.
---------------------------------
Ticker Symbols CLASS A: N/A
CLASS B: N/A
CLASS C: N/A
CLASS R: N/A
CLASS T: N/A
CLASS Z: DRTHX
Contents
The Fund
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Goal/Approach INSIDE COVER
Main Risks 1
Past Performance 1
Expenses 2
Management 3
Financial Highlights 4
Your Investment
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Account Policies 5
Distributions and Taxes 8
Services for Fund Investors 9
Instructions for Regular Accounts 10
Instructions for IRAs 11
For More Information
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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 to provide capital growth, with current income as a secondary
goal. To pursue these goals, the fund invests primarily in the common stock of
companies that, in the opinion of the fund's management, meet traditional
investment standards and conduct their business in a manner that contributes to
the enhancement of the quality of life in America.
The fund's managers use a two-step process to select stocks for the fund. First,
NCM Capital Management Group, Inc. analyzes stocks according to traditional
financial criteria, generally looking for reasonably priced growth stocks. NCM
designates stocks meeting its financial criteria to Dreyfus. Dreyfus then
assesses whether a company enhances the quality of life in America by
considering its record in the areas of:
* protection and improvement of the environment
and the proper use of our natural resources
* occupational health and safety
* consumer protection and product purity
* equal employment opportunity
Consistent with its consumer protection screen, the fund will not purchase
shares in a company that manufactures tobacco products. If Dreyfus' assessment
does not reveal a negative pattern of conduct in these social areas, the
company's stock is eligible for purchase. If Dreyfus determines that a company
fails to meet the fund's social criteria, the stock will not be purchased, or if
it is already owned, it will be sold as soon as reasonably possible, consistent
with the best interests of the fund.
Concepts to understand
SOCIAL SCREENING: Dreyfus uses publicly available information, including reports
prepared by "watchdog" groups and governmental agencies, to assist it in the
social screening process. Because there are few generally accepted standards for
Dreyfus to use in its evaluation, Dreyfus will determine which research tools to
use. Dreyfus does not currently examine:
* corporate activities outside the U.S.
* nonbusiness activities
* secondary implications of corporate activities (such as the
activities of a client or customer of the company being
evaluated)
<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.
The fund's socially responsible investment criteria may limit the number of
investment opportunities available to the fund, and as a result, the fund may
produce more modest gains than funds that are not subject to such special
investment considerations.
To the extent that the fund invests in midsize and small companies, the fund may
incur 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.
Under adverse market conditions, the fund could invest some of or all its assets
in certain fixed-income and money market securities of eligible companies and
domestic banks. Although the fund would do this to avoid losses, it could have
the effect of reducing the benefit from any upswing in the market.
The fund may write (sell) covered call option contracts to hedge the fund's
portfolio and increase returns. There is the risk that such transactions 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.
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 goals, 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.
PAST PERFORMANCE
The tables below show some of the risks of investing in the fund. The first
table below shows how the performance of the fund's Class Z shares has varied
from year to year. The second table compares the performance of Class Z shares
over time to that of the S&P 500, a widely recognized unmanaged index of stock
performance. Both tables assume the reinvestment of dividends. Of course, past
performance is no guarantee of future results. As Class A, B, C, R and T shares
are new, past performance information is not available for those classes as of
the date of this prospectus. Performance for those other share classes will vary
from the performance of Class Z due to differences in charges and expenses.
Class Z shares are not available to open new accounts.
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Year-by-year total return AS OF 12/31 EACH YEAR (%)
CLASS Z SHARES
17.34 3.50 38.06 1.92 5.23 -7.45 35.81 24.33 29.37 30.17
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
BEST QUARTER: Q4 '98 +24.26%
WORST QUARTER: Q3 '90 -16.60%
THE YEAR-TO-DATE TOTAL RETURN FOR THE FUND'S CLASS Z SHARES AS OF 6/30/99 WAS
11.73%.
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Average annual total return AS OF 12/31/98
1 Year 5 Years 10 Years
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CLASS Z 30.17% 21.35% 16.82%
S&P 500 28.60% 24.05% 19.19%
The Fund 1
<PAGE 1>
EXPENSES
As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the tables below.
<TABLE>
Fee table
CLASS A CLASS B CLASS C CLASS R CLASS T CLASS Z
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<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION FEES (FEES PAID FROM YOUR ACCOUNT)
Maximum front-end sales charge on purchases
AS A % OF OFFERING PRICE 5.75 NONE NONE NONE 4.50 NONE
Maximum contingent deferred sales charge (CDSC)
AS A % OF PURCHASE OR SALE PRICE, WHICHEVER IS LESS NONE* 4.00 1.00 NONE NONE* NONE
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ANNUAL FUND OPERATING EXPENSES (EXPENSES PAID FROM FUND ASSETS)
% OF AVERAGE DAILY NET ASSETS
Management fees .75 .75 .75 .75 .75 .75
Rule 12b-1 fee NONE .75 .75 NONE .25 NONE
Shareholder services fee .25 .25 .25 NONE .25 .11
Other expenses** .10 .10 .10 .10 .10 .10
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TOTAL 1.10 1.85 1.85 .85 1.35 .96
* 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.
** "OTHER EXPENSES" FOR CLASS A, B, C, R AND T SHARES ARE ESTIMATED FOR THE
CURRENT FISCAL YEAR BASED ON THE APPLICABLE AMOUNT FOR CLASS Z SHARES FOR THE
FUND'S LAST FISCAL YEAR.
</TABLE>
<TABLE>
Expense example
1 Year 3 Years 5 Years 10 Years
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<S> <C> <C> <C> <C>
CLASS A $681 $905 $1,146 $1,838
CLASS B
WITH REDEMPTION $588 $882 $1,201 $1,793***
WITHOUT REDEMPTION $188 $582 $1,001 $1,793***
CLASS C
WITH REDEMPTION $288 $582 $1,001 $2,169
WITHOUT REDEMPTION $188 $582 $1,001 $2,169
CLASS R $87 $271 $471 $1,049
CLASS T $581 $858 $1,156 $2,001
CLASS Z $98 $306 $531 $1,178
*** 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 The Dreyfus Corporation for managing the fund's
portfolio and assisting in all aspects of its operation.
RULE 12B-1 FEE: the fee paid to the fund's distributor for financing the sale
and distribution of Class B, C and T shares. 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: the fee paid to the fund's distributor (which may pay
third parties) for providing shareholder services to the holders of Class A, B,
C and T shares and a fee of up to 0.25% paid to Dreyfus Service Corporation for
providing shareholder services to the holders of Class Z shares.
OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.
2
<PAGE 2>
MANAGEMENT
The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue,
New York, New York 10166. Founded in 1947, Dreyfus manages more than $120
billion in over 160 mutual fund portfolios. For the past fiscal year, the fund
paid Dreyfus a management fee at the annual rate of 0.75% of the fund's average
daily net assets. Dreyfus is the primary mutual fund business of Mellon Bank
Corporation, a broad-based financial services company with a bank at its core.
With more than $389 billion of assets under management and $1.9 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. 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, Dreyfus
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.
NCM, located at 103 West Main Street, Durham, North Carolina 27705-3638, serves
as the fund's sub-investment adviser. NCM was incorporated in 1986 and is one of
the nation's largest minority- owned investment management firms. As of June 30,
1999, NCM managed or administered approximately $4.8 billion in assets.
Maceo K. Sloan serves as the fund's primary portfolio manager with respect to
selection of portfolio securities. Mr. Sloan has held his position with the fund
since August 1994 and has been employed by NCM since 1986.
Paul Hilton serves as the fund's primary portfolio manager with respect to its
areas of social concern. Mr. Hilton has been employed by Dreyfus since August
1998. From April 1997 through August 1998, he was a research analyst in the
social awareness investment program at Smith Barney Asset Management, a division
of Travelers Group. From May 1995 through April 1997, he served as a project
director for corporate social responsibility research at the Council on Economic
Priorities.
Dreyfus has a personal securities trading policy (the "Policy") which restricts
the personal securities transactions of its employees. Its primary purpose is to
ensure that personal trading by Dreyfus employees does not disadvantage any
Dreyfus-managed fund. Dreyfus portfolio managers and other investment personnel
who comply with the Policy's preclearance and disclosure procedures may be
permitted to purchase, sell or hold certain types of securities which also may
be or are held in the fund(s) they advise.
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.
Dreyfus is working to avoid year 2000-related problems in its systems and to
obtain assurances from other service providers that they are taking similar
steps. In addition, issuers of securities in which the fund invests may be
adversely affected by year 2000-related problems. This could have an impact on
the value of the fund's investments and its share price.
The Fund 3
<PAGE 3>
FINANCIAL HIGHLIGHTS
The following table describes the performance of Class Z shares 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. Since Class A, B, C, R
and T shares are new, financial highlights information is not available for
those classes as of the date of this prospectus.
<TABLE> YEAR ENDED MAY 31,
CLASS Z 1999 1998 1997 1996 1995
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<S> <C> <C> <C> <C> <C>
PER-SHARE DATA ($)
Net asset value, beginning of period 11.78 10.01 9.25 7.45 7.80
Investment operations: Investment income (loss) -- net (.01) .01 .02 .03 .07
Net realized and unrealized
gain (loss) on investments 2.29 2.68 2.16 2.39 .65
Total from investment operations 2.28 2.69 2.18 2.42 .72
Distributions: Dividends from
investment income -- net -- (.02) (.02) (.05) (.07)
Dividends from net realized
gain on investments (1.34) (.90) (1.40) (.57) (1.00)
Total distributions (1.34) (.92) (1.42) (.62) (1.07)
Net asset value, end of period 12.72 11.78 10.01 9.25 7.45
Total return (%) 20.30 27.76 25.70 33.63 11.81
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RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) .96 .97 1.03 1.11 1.12
Ratio of net investment income (loss)
to average net assets (%) (.11) .07 .22 .36 .93
Portfolio turnover rate (%) 75.88 70.41 66.52 92.08 133.54
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Net assets, end of period ($ x 1,000) 1,130,190 911,688 677,084 473,452 368,833
</TABLE>
4
<PAGE 4>
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.
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 and a CDSC.
Reduced Class A and Class T sales charge
LETTER OF INTENT: lets you purchase Class A and Class T 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, B, C or T shares
in this fund or any other Dreyfus Premier fund sold with a sales load that you
already own to the amount of your next Class A or Class T investment for
purposes of calculating the sales charge.
CONSULT THE STATEMENT OF ADDITIONAL INFORMATION (SAI) OR YOUR FINANCIAL
REPRESENTATIVE FOR MORE DETAILS.
* CLASS A shares may be appropriate for investors
who prefer to pay the fund's sales charge up front
rather than upon the sale of their shares, want to
take advantage of the reduced sales charges available
on larger investments and/or have a longer-term
investment horizon
* CLASS B shares may be appropriate for investors
who wish to avoid a front-end sales charge, put
100% of their investment dollars to work immediately
and/or have a longer-term investment horizon
* CLASS C shares may be appropriate for investors
who wish to avoid a front-end sales charge, put
100% of their investment dollars to work immediately
and/or have a shorter-term investment horizon
* CLASS R shares are designed for eligible institutions
on behalf of their clients and for eligible
charitable organizations (individuals may not
purchase these shares directly)
* CLASS T shares may be appropriate for investors who
prefer to pay the fund's sales charge up front rather
than upon the sale of their shares, want to take
advantage of the reduced sales charges available on
larger investments and have a shorter-term investment horizon
* CLASS Z shares are not available for new accounts
Your financial representative can help you choose the share class that is
appropriate for you.
Your Investment 5
<PAGE 5>
ACCOUNT POLICIES (CONTINUED)
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. Consult your financial representative
or the SAI to see if this may apply to you. Because Class A has lower expenses
than Class T, if you invest $1 million or more in the fund, you should consider
buying Class A shares.
<TABLE>
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Sales charges
CLASS A AND CLASS T -- CHARGED WHEN YOU BUY SHARES
Sales charge Sales charge
deducted as a % as a % of your
Your investment of offering price net investment
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<S> <C> <C> <C> <C>
Class Class Class Class
A T A T
- ---------------------------------------------------------------------------------------------------------------------------------
Up to $49,999 5.75% 4.50% 6.10% 4.70%
$50,000 -- $99,999 4.50% 4.00% 4.70% 4.20%
$100,000 -- $249,999 3.50% 3.00% 3.60% 3.10%
$250,000 -- $499,999 2.50% 2.00% 2.60% 2.00%
$500,000 -- $999,999 2.00% 1.50% 2.00% 1.50%
$1 million or more* 0.00% 0.00% 0.00% 0.00%
* A 1.00% contingent deferred sales charge may be charged on any shares sold
within one year of purchase (except shares bought through dividend
reinvestment).
</TABLE>
Class T shares also carry an annual Rule 12b-1 fee of 0.25% of the class's
average daily net assets.
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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)
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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.
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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.
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CLASS R AND CLASS Z -- NO SALES LOAD OR RULE 12B-1 FEES
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 next NAV
calculated after your order is accepted by the fund's transfer agent or other
authorized entity. 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 TO BUY AND SELL SHARES 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.
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Minimum investments
Initial Additional
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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 and Class T shares are offered to the public at NAV plus a sales charge.
Classes B, C, R and Z are offered at NAV, but Classes B and C generally are
subject to higher annual operating expenses and a CDSC.
6
<PAGE 6>
Selling shares
YOU MAY SELL (REDEEM) 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 or other
authorized entity. 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. There are certain instances
when you may qualify to have the CDSC waived. Consult the Statement of
Additional Information 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 for up to eight business days or until it has collected payment.
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.
General policies
IF YOUR ACCOUNT FALLS BELOW $500, the fund may ask you to increase your balance.
If it is still below $500 after 30 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).
Your Investment 7
<PAGE 7>
DISTRIBUTIONS AND TAXES
THE FUND GENERALLY PAYS ITS SHAREHOLDERS dividends from its net investment
income and distributes any net capital gains 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 federally taxable as follows:
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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 for tax-advantaged 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 at left also can provide a guide for potential tax liability when
selling or exchanging fund shares. "Short-term capital gains" applies to fund
shares sold or exchanged up to 12 months after buying them. "Long-term capital
gains" applies to shares sold or exchanged after 12 months.
8
<PAGE 8>
SERVICES FOR FUND INVESTORS
IF YOU PURCHASED FUND SHARES through a third party, different restrictions on
the services and privileges offered by the fund may be imposed, or the third
party 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. Holders of Class Z
shares should call 1-800-645-6561.
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For investing
DREYFUS AUTOMATIC For making automatic investments
ASSET BUILDER((reg.tm)) from a designated bank account.
DREYFUS PAYROLL For making automatic investments
SAVINGS PLAN through a payroll deduction.
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).
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For exchanging shares
DREYFUS AUTO- For making regular exchanges
EXCHANGE PRIVILEGE from one Dreyfus fund into
another.
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For selling shares
DREYFUS AUTOMATIC For making regular withdrawals from most
WITHDRAWAL PLAN 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.
Class A, R, T and Z shares also may be exchanged into certain other funds in the
Dreyfus Family of Funds. You can request your exchange in writing or by phone,
or 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 generally 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 a higher 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, B or T
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 9
<PAGE 9>
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
By Telephone
WIRE Have your bank send your
investment to The Bank of New York,
with these instructions:
* ABA# 021000018
* DDA# 8900051787
* 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.
Automatically
WITH AN INITIAL INVESTMENT Indicate
on your application which automatic
service(s) you want. Return your
application with your investment.
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
WIRE Have your bank send your
investment to The Bank of New York,
with these instructions:
* ABA# 021000018
* DDA# 8900051787
* the fund name
* the share class
* your account number
* name(s) of investor(s)
* dealer number if applicable
ELECTRONIC CHECK Same as wire, but insert
"1111" before your account number.
TELETRANSFER Request TeleTransfer on your
application. Call us to request your transaction.
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 7).
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.
Holders of Class Z shares should call 1-800-645-6561.
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.
10
<PAGE 10>
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
Attn: Institutional Processing
By Telephone
---------
Automatically
---------
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,
Custodian P.O. Box 6427, Providence, RI 02940-6427
Attn: Institutional Processing
__________
WIRE Have your bank send your
investment to The Bank of New York,
with these instructions:
* ABA# 021000018
* DDA# 8900051787
* 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 insert
"1111" before your account number.
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 7).
Mail in your request to:
The Dreyfus Trust Company
P.O. Box 6427, Providence, RI 02940-6427
Attn: Institutional Processing
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. Holders of Class Z shares should call
1-800-645-6561. Make checks payable to: THE DREYFUS TRUST COMPANY, CUSTODIAN.
Your Investment 11
<PAGE 11>
NOTES
<PAGE 12>
[Application p1]
<PAGE>
[Application p2]
<PAGE>
NOTES
<PAGE>
NOTES
<PAGE>
NOTES
<PAGE>
For More Information
The Dreyfus Premier Third Century Fund, Inc.
- -------------------------------------
SEC file number: 811-2192
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 portfolio managers 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
Holders of Class Z shares should call 1-800-645-6561
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.
Printed on recycled paper.
50% post-consumer.
Process chlorine free.
Vegetable-based ink.
(c) 1999 Dreyfus Service Corporation
035P0899
____________________________________________________________________________
THE DREYFUS PREMIER THIRD CENTURY FUND, INC.
CLASS A, CLASS B, CLASS C, CLASS R, CLASS T
AND CLASS Z SHARES
STATEMENT OF ADDITIONAL INFORMATION
AUGUST 31, 1999
____________________________________________________________________________
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of
The Dreyfus Premier Third Century Fund, Inc. (the "Fund"), dated August 31,
1999, as it may be revised from time to time. To obtain a copy of the
Fund's Prospectus, please write to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York, 11556-0144 or call the following numbers:
Call Toll Free 1-800-554-4611
(Holders of Class Z shares should call 1-800-645-6561)
In New York City -- Call 718-895-1206
Outside the U.S. -- Call 516-794-5452
The Fund's most recent Annual Report and Semi-Annual Report to
Shareholders 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 Fund B-2
Management of The Fund B-9
Management Arrangements B-13
Purchase of Shares B-17
Distribution Plans and Shareholder Services Plans B-24
Redemption of Shares B-26
Shareholder Services B-32
Determination of Net Asset Value B-37
Dividends, Distributions and Taxes B-38
Portfolio Transactions B-40
Performance Information B-42
Information about the Fund B-43
Counsel and Independent Auditors B-44
DESCRIPTION OF THE FUND
The Fund was incorporated under Delaware law on May 6, 1971 and
commenced operations on March 29, 1972. On July 30, 1982, the Fund changed
its state of incorporation to Maryland. The Fund is an open-end management
investment company, known as a mutual fund. Prior to August 31, 1999, the
Fund's name was The Dreyfus Third Century Fund, Inc. The 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.
The Dreyfus Corporation (the "Manager") serves as the Fund's investment
adviser. The Manager has engaged NCM Capital Management Group, Inc. ("NCM")
to serve as the Fund's sub-investment adviser. NCM provides day-to-day
management of the Fund's portfolio, subject to the supervision of the
Manager.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of the Fund's shares.
Certain Portfolio Securities
The following information supplements and should be read in conjunction
with the Fund's Prospectus.
During a period when it becomes desirable to move the Fund toward a
defensive position because of adverse trends in the financial markets or the
economy, the Fund may invest some of or all its assets in securities issued
or guaranteed by the U.S. Government or its agencies or instrumentalities,
corporate bonds, high grade commercial paper, repurchase agreements, time
deposits, bank certificates of deposit, bankers' acceptances and other short-
term bank obligations issued in this country as well as those issued in
dollar denominations by the foreign branches of U.S. banks, and cash or cash
equivalents, without limit as to amount, as long as such investments are
made in securities of eligible companies and domestic banks. The Fund also
may purchase these types of securities when it has cash reserves or in
anticipation of taking a market position.
U.S. Government Securities. U.S. Government securities include a
variety of U.S. Treasury Securities, which differ in their interest rates,
maturities and times of issuance: Treasury Bills have initial maturities of
one year or less; Treasury Notes have initial maturities of one to ten
years; and Treasury Bonds generally have initial maturities of greater than
ten years. Some obligations issued or guaranteed by U.S. Government
agencies and instrumentalities, such as Government National Mortgage
Association pass-through certificates, are supported by the full faith and
credit of the U.S. Treasury; others, such as those of the Federal Home Loan
Banks, by the right of the issuer to borrow from the U.S. Treasury; others,
such as those issued by the Federal National Mortgage Association, by
discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others, such as those
issued by the Student Loan Marketing Association, only by the credit of the
instrumentality. These securities bear fixed, floating or variable rates of
interest. Principal and interest may fluctuate based on generally
recognized reference rates or the relationship of rates. While the U.S.
Government provides financial support to such U.S. Government-sponsored
agencies or instrumentalities, no assurance can be given that it will always
do so since it is not so obligated by law. The Fund will invest in such
securities only when the Fund is satisfied that the credit risk with respect
to the issuer is minimal.
Foreign Securities. The Fund may invest in foreign securities.
Foreign securities markets generally are not as developed or efficient as
those in the United States. Securities of some foreign issuers are less
liquid and more volatile than securities of comparable U.S. issuers.
Similarly, volume and liquidity in most foreign securities markets are less
than in the United States and, at times, volatility of price can be greater
than in the United States.
Because evidences of ownership of such securities usually are held
outside the United States, the Fund will be subject to additional risks
which include possible adverse political and economic developments, seizure
or nationalization of foreign deposits and adoption of governmental
restrictions which might adversely affect or restrict the payment of
principal and interest on the foreign securities to investors located
outside the country of the issuer, whether from currency blockage or
otherwise.
Since foreign securities often are purchased with and payable in
currencies of foreign countries, the value of these assets as measured in
U.S. dollars may be affected favorably or unfavorably by changes in currency
rates and exchange control regulations.
Illiquid Securities. The Fund may invest up to 15% of the value of its
net assets in securities which are illiquid securities, provided such
investments are consistent with the Fund's investment objectives. Illiquid
securities are securities which are not readily marketable, including those
with legal or contractual restrictions on resale. Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), permits certain
resales of restricted securities to qualified institutional buyers without
registration under the Securities Act ("Rule 144A Securities"). The Fund's
Board has directed the Manager to monitor the Fund's investments in such
securities with particular regard to trading activity, availability of
reliable price information and other relevant information, and has approved
procedures to determine whether a readily available market exists. Rule
144A Securities for which there is a readily available market are not
illiquid. Investment in illiquid securities subjects the Fund to the risk
that it will not be able to sell such securities when it may be opportune to
do so, which could adversely affect the Fund's net asset value.
When the Fund purchases securities that are illiquid due to the fact
that such securities have not been registered under the Securities Act, the
Fund will endeavor to obtain the right to registration at the expense of the
issuer. Generally, there will be a lapse of time between the Fund's
decision to sell any such securities and the registration of the securities
permitting sale. The valuation of illiquid securities will be monitored by
the Manager subject to the supervision of the Fund's Board.
Repurchase Agreements. Repurchase agreements involve the acquisition
by the Fund of an underlying debt instrument subject to an obligation of the
seller to repurchase, and the Fund to resell, the instrument at a fixed
price, usually not more than one week after its purchase. The Fund's
custodian will have custody of, and will hold in a segregated account,
securities acquired by the Fund under a repurchase agreement. Repurchase
agreements are considered by the staff of the Securities and Exchange
Commission to be loans by the Fund. In an attempt to reduce the risk of
incurring a loss on a repurchase agreement, the Fund will enter into
repurchase agreements only with domestic banks with total assets in excess
of one billion dollars or primary government securities dealers reporting to
the Federal Reserve Bank of New York, with respect to securities of the type
in which the Fund may invest, and the Fund will require that additional
securities be deposited with its custodian if the value of the securities
purchased should decrease below resale price. The Manager will monitor on
an ongoing basis the value of the collateral to assure that it always equals
or exceeds the repurchase price. Certain costs may be incurred by the Fund
in connection with the sale of the securities if the seller does not
repurchase them in accordance with the repurchase agreement. In addition,
if bankruptcy proceedings are commenced with respect to the seller of the
securities, realization on the securities by the Fund may be delayed or
limited. The Fund will consider on an ongoing basis the creditworthiness of
the institutions with which it enters into repurchase agreements.
Certificates of Deposit. Certificates of deposit are negotiable
certificates evidencing the obligation of a bank to repay funds deposited
with it for a specified period of time.
Time Deposits. Time deposits are non-negotiable deposits maintained in
a banking institution for a specified period of time (in no event longer
than seven days) at a stated interest rate.
Bankers' Acceptances. Bankers' acceptances are credit instruments
evidencing the obligation of a bank to pay a draft drawn on it by a
customer. These instruments reflect the obligation both of the bank and the
drawer to pay the face amount of the instrument upon maturity.
Investment Techniques
The following information supplements and should be read in conjunction
with the Fund's Prospectus.
Writing and Purchasing Options. To earn additional income on its
portfolio, the Fund, to a limited extent, may write covered call options on
securities owned by the Fund ("covered options" or "options") and purchase
call options in order to close option transactions, as described below.
A call option gives the purchaser of the option the right to buy, and
obligates the writer to sell, the underlying security at the exercise price
at any time during the option period, regardless of the market price of the
security. The premium paid to the writer is the consideration for
undertaking the obligations under the option contract. When a covered
option is written by the Fund, the Fund will make arrangements with the
Fund's custodian, to segregate the underlying securities until the option
either is exercised, expires or the Fund closes out the option as described
below. A covered option sold by the Fund exposes the Fund during the term
of the option to possible loss of opportunity to realize appreciation in the
market price of the underlying security or to possible continued holding of
a security which might otherwise have been sold to protect against
depreciation in the market price of the security. To limit this exposure,
the value of the portfolio securities underlying covered call options
written by the Fund will be limited to an amount not in excess of 20% of the
value of the Fund's net assets at the time such options are written.
The Fund will purchase call options only to close out open positions.
To close out a position, the Fund may make a "closing purchase transaction,"
which involves purchasing a call option on the same security with the same
exercise price and expiration date as the option which it has previously
written on a particular security. The Fund will realize a profit (or loss)
from a closing purchase transaction if the amount paid to purchase a call
option is less (or more) than the amount received from the sale thereof.
Borrowing Money. The Fund is permitted to borrow to the extent
permitted under the Investment Company Act of 1940, as amended (the "Act"),
which permits an investment company to borrow an amount up to 33 1/3% of the
value of its total assets. The Fund currently intends to borrow money only
for temporary or emergency (not leveraging) purposes, in an amount up to 15%
of the value of the Fund's total assets (including the amount borrowed)
valued at the lesser of cost or market, less liabilities (not including the
amount borrowed) at the time the borrowing is made. While borrowings exceed
5% of the Fund's total assets, the Fund will not make any additional
investments.
Other Investment Considerations and Risks
The following information supplements and should be read in conjunction
with the Fund's Prospectus.
The Fund's objectives and special considerations (social screens), as
described in the Fund's Prospectus, cannot be changed without approval by
the holders of a majority, as defined in the Act, of the Fund's outstanding
voting shares. The Fund's Board of Directors may adopt additional criteria
or restrictions governing the Fund's investments if the Board of Directors
determines that the new criteria or restrictions are consistent with the
Fund's objective of investing in a socially responsible manner, but the
Board may not change the four existing special considerations described in
the Prospectus without shareholder approval.
The Board will review new portfolio acquisitions in light of the Fund's
special concerns at their next regular meeting. While the Board will
disqualify a company evidencing a pattern of conduct that is inconsistent
with the Fund's special standards, the Board need not disqualify a company
on the basis of incidents that, in the Board's judgment, do not reflect the
company's policies and overall current level of performance in the areas of
special concern to the Fund. The performance of companies in the areas of
special concern is reviewed regularly to determine their continued
eligibility.
The Board of Directors of the Fund may, to a limited extent, authorize
the purchase of securities of foreign companies which have not been declared
eligible for investment ("ineligible securities") in order to facilitate the
purchase of securities of other foreign companies which are contributing or
will contribute to the enhancement of the quality of life in America and
which have been declared eligible for investment ("eligible securities").
Certain countries have limited, either permanently or temporarily, the
ability of foreigners to purchase shares of their domestic companies, shares
which are already owned outside the country or shares which may be obtained
through the sale of shares of other companies located in the same country
which are owned outside that country. Accordingly, the Fund may purchase
ineligible securities so that these securities may be sold or redeemed in
the country of origin, and the proceeds thus received used for the purchase
of eligible securities.
Otherwise ineligible securities purchased for this limited purpose
would be held in the Fund's portfolio for a maximum of 60 days in order to
enable the Fund to have sufficient time to provide for the transportation of
the securities and their sale or redemption. Most transactions of this
type, however, are expected to be completed in a much shorter period.
Furthermore, such investments are limited, as a fundamental policy, in the
aggregate, to a maximum of 2% of the net assets of the Fund at the time of
investment. Engaging in these transactions will result in additional
expense to the Fund in the form of brokerage commissions incurred in the
purchase and sale of the ineligible security. Finally, the Board of
Directors would authorize investments in ineligible securities only for the
purpose of facilitating the purchase of securities of a specific eligible
company.
Simultaneous Investments. Investment decisions for the Fund are made
independently from those of other investment companies advised by the
Manager and NCM. However, if such other investment companies desire to
invest in, or dispose of, the same securities as the Fund, available
investments or opportunities for sales will be allocated equitably to each.
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.
Investment Restrictions
The Fund has adopted investment restrictions numbered 1 through 16 as
fundamental policies. These restrictions cannot be changed without approval
by the holders of a majority, as defined in the Act, of the Fund's
outstanding voting shares. Investment restrictions numbered 17 and 18 are
not fundamental policies and may be changed by vote of a majority of the
Fund's Directors at any time.
1. The Fund's special considerations described in the Fund's
Prospectus will not be changed without stockholder approval. The Board of
Directors may from time to time without stockholder approval adopt
additional criteria or restrictions governing the Fund's investments if the
Board of Directors determines that the new criteria or restrictions are
consistent with the Fund's objective of investing in a socially responsible
manner. Any such new criteria or restrictions would not be fundamental
policies of the Fund and could be subsequently terminated or changed by the
Board of Directors at any time without stockholder approval.
2. The Fund may not 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 such issuer (except securities of the United
States Government or any instrumentality thereof).
3. The Fund may not purchase the securities of any issuer if such
purchase would cause the Fund to hold more than 10% of the outstanding
voting securities of such issuer.
4. The Fund may not purchase securities of any company having less
than three years' continuous operating history (including that of any
predecessors) if such purchase would cause the value of the Fund's
investments in all such securities to exceed 5% of the value of its net
assets. See also Investment Restriction No. 10.
5. The Fund may not purchase securities of closed-end investment
companies except in connection with a merger or consolidation of portfolio
companies. The Fund shall not purchase or retain securities issued by
open-end investment companies other than itself.
6. The Fund may not purchase or retain the securities of any issuer
if officers or directors of the Fund or of its investment adviser, who own
beneficially more than 1/2 of 1% of the securities of such issuer together
own beneficially more than 5% of the securities of such issuer.
7. The Fund may not purchase, hold or deal in commodities or
commodity contracts, in oil, gas, or other mineral exploration or
development programs, or in real estate but this shall not prohibit the Fund
from investing, consistent with Item 18 below, in securities of companies
engaged in oil, gas or mineral investments or activities. This limitation
shall not prevent the Fund from investing in securities issued by a real
estate investment trust, provided that such trust is not permitted to invest
in real estate or in interests other than mortgages or other security
interests.
8. The Fund may not borrow money, except to the extent permitted
under the Act (which currently limits borrowing to no more than 33-1/3% of
the value of the Fund's total assets).
9. The Fund may not make loans other than by the purchase, consistent
with Item 18 below, of bonds, debentures or other debt securities of the
types commonly offered privately and purchased by financial institutions.
The purchase of a portion of an issue of publicly distributed debt
obligations shall not constitute the making of loans.
10. The Fund may not act as an underwriter of securities of other
issuers.
11. The Fund may not purchase from or sell to any of its officers or
directors, or firms of which any of them are members, any securities (other
than capital stock of the Fund), but such persons or firms may act as
brokers for the Fund for customary commissions.
12. The Fund may not 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.
13. The Fund may not purchase securities on margin, but the Fund may
obtain such short-term credit as may be necessary for the clearance of
purchases and sales of securities.
14. The Fund may not sell any security short or engage in the purchase
and sale of put, call, straddle, or spread options or combinations thereof,
or in writing such options, except that the Fund may write and sell covered
call option contracts on securities owned by the Fund up to, but not in
excess of, 20% of the market value of its net assets at the time such option
contracts are written. The Fund may also purchase call options for the
purpose of terminating its outstanding obligations with respect to
securities upon which covered call option contracts have been written. In
connection with the writing of covered call options, the Fund may pledge
assets to an extent not greater than 20% of the market value of its total
net assets at the time such options are written.
15. The Fund may not concentrate its investments in any particular
industry or industries, except that the Fund may invest up to 25% of the
value of its total assets in a single industry.
16. The Fund may not purchase warrants in excess of 2% of the value of
its net assets. Such warrants shall be valued at the lower of cost or
market, except that warrants acquired by the Fund in units or attached to
securities shall be deemed to be without value, for purposes of this
restriction only.
17. The Fund may not pledge, mortgage, hypothecate or otherwise
encumber its assets, except to the extent necessary to secure permitted
borrowings.
18. The Fund may not 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.
If a percentage restriction is adhered to at the time of investment, a
later increase or decrease in percentage resulting from a change in values
or assets will not constitute a violation of that restriction.
MANAGEMENT OF THE FUND
The Fund's Board is responsible for the management and supervision of
the 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
NCM Capital Management Group, Inc. Sub-Investment Adviser
Premier Mutual Fund Services, Inc. Distributor
Dreyfus Transfer, Inc. Transfer Agent
Mellon Bank, N.A. Custodian
Directors and officers of the Fund, together with information as to
their principal business occupation during at least the last five years, are
shown below.
Directors of the Fund
CLIFFORD L. ALEXANDER, JR., Director. President of Alexander & Associates,
Inc., a management consulting firm. From 1977 to 1981, Mr. Alexander
served as Secretary of the Army and Chairman of the Board of the Panama
Canal Company and from 1975 to 1977 he was a member of the Washington,
D.C. law firm of Verner, Liipfert, Bernhard, McPherson and Alexander.
He is a Director of American Home Products Corporation, Cognizant
Corporation, a service provider of marketing information and
information technology, The Dun & Bradstreet Corporation, Equitable
Resources, Inc., a producer and distributor of natural gas and crude
petroleum, MCI Communications Corporation, Mutual of America Life
Insurance Company and TLC Beatrice International Holdings. He is 65
years old and his address is 400 C Street N.E., Washington, D.C. 20002.
LUCY WILSON BENSON, Director. President of Benson and Associates,
consultants to business and government. Mrs. Benson is a Director of
COMSAT Corporation and Logistics Management Institute. She is also a
Trustee of the Alfred P. Sloan Foundation, Vice Chairman of the Board
of Trustees of Lafayette College, Vice Chairman of the Citizens Network
for Foreign Affairs and a member of the Council on Foreign Relations.
From 1980 to 1994, Mrs. Benson was a director of The Grumman
Corporation and of the General RE Corporation from 1990 to 1998. Mrs.
Benson served as a consultant to the U.S. Department of State and to
SRI International from 1980 to 1981. From 1977 to 1980, she was Under
Secretary of State for Security Assistance, Science and Technology.
She is 72 years old and her address is 46 Sunset Avenue, Amherst,
Massachusetts 01002.
JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman of
the Board of various funds in the Dreyfus Family of Funds. He is also
a director of The Muscular Dystrophy Association, The Noel Group, Inc.,
a venture capital company (for which, from February 1995 until November
1997, he was Chairman of the Board), Career Blazers, Inc. (formerly,
Staffing Resources, Inc.), a temporary placement agency, Health Plan
Services Corporation, a provider of marketing, administrative, and risk
management services to health and other benefit programs, Carlyle
Industries, Inc. (formerly, Belding Heminway, Inc.), a button packager
and distributor, and Century Business Services, Inc.(formerly,
International Alliance Services, Inc.), a provider of various
outsourcing services for small and medium size companies. For more
than five years prior to January 1995, he was President, a director
and, until August 1994, Chief Operating Officer of the Manager and
Executive Vice President and a director of Dreyfus Service Corporation,
a wholly-owned subsidiary of the Manager. 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.
For so long as the Fund's plans described in the section captioned
"Distribution Plans and Shareholder Services Plans" remain in effect, the
Directors of the Fund who are not "interested persons" of the Fund, as
defined in the Act, will be selected and nominated by the Directors who are
not "interested persons" of the Fund.
The Fund typically pays its Directors an annual retainer fee and
reimburses them for their Board meeting expenses. The Chairman of the Board
receives an additional 25% of such compensation. Any Director who becomes
an Emeritus Director shall be entitled to receive an annual retainer fee of
one-half the amount paid to Directors. The aggregate amount of compensation
paid to each current Director by the Fund for the fiscal year ended May 31,
1999, and by all funds in the Dreyfus Family of Funds for which such person
was a Board member (the number of which is set forth in parenthesis next to
each Director's total compensation)* during the year ended December 31,
1998, is as follows:
Total
Compensation
Aggregate From Fund and
Name of Board Compensation Fund
Member From Fund** Complex Paid to
Board Member
Clifford L. $10,000 $ 80,918 (38)
Alexander
Lucy Wilson $10,000 $ 77,168 (24)
Benson
Joseph S. $12,500 $619,660 (187)
DiMartino
_________________________
* Represents the number of separate portfolios comprising the investment
companies in the Fund Complex, including the Fund, for which the Board
member served.
** Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $1,440 for all Directors as a group.
Officers of the Fund
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 has been employed by Funds
Distributor, Inc. for more than the past five years. She is 42 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
39 years old.
FREDERICK C. DEY, Vice President, Assistant Treasurer, and Assistant
Secretary. Vice President of New Business Development for Funds
Distributor, Inc., and an officer of other investment companies advised
or administered by the Manager. 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 a Second
Vice President with Chase Manhattan Bank. She is 31 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. She is 35
years old.
*JOHN P. COVINO, Vice President and Assistant Treasurer. Vice President and
Treasury Group Manager of Treasury Servicing and Administration of
Funds Distributor, Inc., and an officer of other investment companies
advised or administered by the Manager. From December 1995 to November
1998, he was employed by Fidelity Investments where he held several
positions in its Institutional Brokerage Group. Prior to joining
Fidelity, he was employed by SunGard Brokerage Systems where he was
responsible for the technology and development of the accounting
product group. He is 35 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. He is 44 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 37 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 30 years old.
*KAREN JACOPPO-WOOD, Vice President and Assistant Secretary. Vice President
and Senior Counsel of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From June
1994 to January 1996, she was Manager of SEC Registration at Scudder,
Stevens & Clark, Inc. She is 32 years old.
CHRISTOPHER J. KELLEY, Vice President and Assistant Secretary. Vice
President and Senior Associate General Counsel of 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. He is 34 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 27 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 Fund is 200 Park Avenue, New York,
New York 10166 except those officers indicated by an (*), whose address is
60 State Street, Boston, MA 02109.
Directors and officers of the Fund, as a group, owned less than 1% of
the outstanding common stock of the Fund on August 10, 1999.
The following persons are known by the Fund to own 5% or more of the
Fund's voting securities outstanding on August 10, 1999:
(1) Nationwide Life Insurance Company, FBO Naco Variable Account, c/o
IPO CO64, PO Box 182029, Columbus, OH 43218-2029 - 6.88% (2) Nationwide DC
Variable Account, c/o IPO CO53, PO Box 182029, Columbus, OH 43218-2029 -
5.51% (3) Nationwide Qualified Plans Variable Account, c/o IPO CO67, PO Box
182029, Columbus, OH 43218-2029 - 5.41%.
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 investment advisory services pursuant to the
Management Agreement (the "Agreement") dated August 2, 1994, between the
Manager and the Fund which is subject to annual approval by (i) the Board of
Directors of the Fund or (ii) vote of a majority (as defined in the Act) of
the outstanding voting securities of the Fund, provided that in either event
the continuance also is approved by a majority of the Board of Directors who
are not "interested persons" (as defined in the Act) of any party to the
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. The Board of Directors, including a majority of
the Directors who are not "interested persons," last approved the Agreement
at a meeting held on July 15, 1999. Shareholders approved the Agreement on
August 2, 1994. The Agreement is terminable without penalty, on 60 days'
notice, by the Board of Directors of the Fund or by vote of the holders of a
majority of the Fund's shares, or, upon not less than 90 days' notice, by
the Manager. The Agreement will terminate automatically in the event of its
assignment (as defined in the Act).
As compensation for the Manager's services to the Fund, under the
Agreement the Fund has agreed to pay the Manager a fee payable monthly at an
annual rate of .75 of 1% of the Fund's average daily net assets. For the
fiscal years ended May 31, 1997, 1998 and 1999, the Fund paid the Manager
pursuant to the Agreement a fee of $4,045,691, $5,963,715 and $7,521,525,
respectively.
The following persons are officers and/or directors of the Manager:
Christopher M. Condron, Chairman of the Board and Chief Executive Officer;
Stephen E. Canter, President, Chief Operating Officer, Chief Investment
Officer and a director; Thomas F. Eggers, Vice Chairman-Institutional and a
director; Lawrence S. Kash, Vice Chairman and a director; Ronald P. O'Hanley
III, Vice Chairman; J. David Officer, Vice Chairman and a director; William
T. Sandalls, Jr., Executive Vice President; Mark N. Jacobs, Vice President,
General Counsel and Secretary; Diane P. Durnin, Vice President-Product
Development; 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, Steven G. Elliott,
Martin C. McGuinn, Richard W. Sabo, and Richard F. Syron, directors.
The Manager maintains office facilities on behalf of the Fund, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Fund. The Manager may pay the Distributor for shareholder
services from the Manager's own assets, including past profits but not
including the management fee paid by the Fund. The Distributor may use part
or all of such payments to pay 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.
The Manager has a personal securities trading policy (the "Policy")
which restricts the personal securities transactions of its employees. Its
primary purpose is to ensure that personal trading by the Manager's
employees does not disadvantage any fund managed by the Manager. Under the
Policy, the Manager's employees must preclear personal transactions in
securities not exempt under the Policy. In addition, the Manager's
employees must report their personal securities transactions and holdings,
which are reviewed for compliance with Policy. In that regard, the
Manager's portfolio managers and other investment personnel also are subject
to the oversight of Mellon's Investment Ethics Committee. The Manager's
portfolio managers and other investment personnel who comply with the
Policy's preclearance and disclosure procedures, and the requirements of the
Committee, may be permitted to purchase, sell or hold securities which also
may be or are held in fund(s) they manage or for which they otherwise
provide investment advice.
Sub-Investment Adviser. NCM provides sub-investment advisory services
to the Fund pursuant to a Sub-Investment Advisory Agreement dated June 15,
1999 between the Manager and NCM. The Sub-Investment Advisory Agreement is
subject to annual approval by (i) the Board of Directors of the Fund or (ii)
vote of a majority (as defined in the Act) of the Fund's outstanding voting
securities, provided that in either event the continuance also is approved
by a majority of the Directors who are not "interested persons" (as defined
in the Act) of any party to the Sub-Investment Advisory Agreement, by vote
cast in person at a meeting called for the purpose of voting on such
approval. The Board of Directors, including a majority of the Directors who
are not "interested persons", last approved the Sub-Investment Advisory
Agreement at a meeting held on July 15, 1999. Shareholders approved the
Sub-Investment Advisory Agreement on April 14, 1999. The Sub-Investment
Advisory Agreement contains a restriction on NCM's ability to act as the
investment adviser or sub-investment adviser for other registered funds with
socially responsible investment policies without the consent of the Fund or
the Manager. The Sub-Investment Advisory Agreement is terminable without
penalty, on 60 days' notice, by the Manager, by the Board of Directors of
the Fund or by vote of the holders of a majority of the Fund's shares, or,
upon not less than 90 days' notice, by NCM. The Sub-Investment Advisory
Agreement will terminate automatically in the event of its assignment (as
defined in the Act). In addition, if the Management Agreement terminates
for any reason, the Sub-Investment Advisory Agreement will terminate
effective upon the date the Management Agreement terminates.
As compensation for NCM's services under the Sub-Investment Advisory
Agreement, the Manager has agreed to pay NCM a fee, payable monthly, at an
annual rate as set forth below:
Annual Fee as a Percentage
Total Assets of
Average Daily Net Assets
0 to $400 million .10 of 1%
In excess of $400 million
to $500 million .15 of 1%
In excess of $500 million
to $750 million .20 of 1%
In excess of $750 million .25 of 1%
For the period from April 22, 1996 through June 14, 1999, NCM served as
the Fund's sub-investment adviser pursuant to an Amended and Restated Sub-
Investment Advisory Agreement (the "Former Amended and Restated Sub-Advisory
Agreement"), the terms of which were identical to the terms of the Sub-
Investment Advisory Agreement in all material respects. The fee structure
pursuant to which the Manager paid NCM under the Former Amended and Restated
Sub-Advisory Agreement was identical to the fee structure that is in effect
under the Sub-Investment Advisory Agreement, as set forth above. For the
fiscal years ended May 31, 1997, 1998 and 1999, Dreyfus paid NCM a sub-
investment advisory fee of $632,271, $1,166,450 and $1,682,175,
respectively, pursuant to the Former Amended and Restated Sub-Advisory
Agreement.
The following persons are officers and/or directors of NCM; Maceo K.
Sloan, Chairman and Chief Executive Officer; Justin F. Beckett, Executive
Vice President and Director; Edith H. Noel, Senior Vice President, Corporate
Secretary and Treasurer; Clifford D. Mpare, Chief Investment Officer;
Benjamin Blakney, Director, President and Chief Operating Officer; Benjamin
S. Ruffin, Director; Victoria Treadwell, Senior Vice President and Director
of Client Services; Paul L. VanKampen, Senior Vice President and Director of
Fixed Income; Tammie F. Coley, Vice President and Chief Financial Officer;
David C. Carter, Vice President, Portfolio Manager; Michael J. Ferraro, Vice
President and Director of Trading; David A. Halloran, Senior Vice President
and Director of Equities; Linda Jordan, Regional Vice President, Marketing;
Lorenzo Newsome, Senior Vice President and Director of Fixed Income
Research; Marc Reid, Vice President, Client Services; Drake J. Graig, Vice
President, Portfolio Manager; Mellissa Thomas, Vice President, Client
Services.
NCM provides day-to-day management of the Fund's portfolio of
investments in accordance with the stated policies of the Fund, subject to
the supervision of the Manager and the approval of the Fund's Board of
Directors. The Manager and NCM provide the Fund with portfolio managers who
are authorized by the Directors to execute purchases and sales of
securities. The Fund's portfolio managers are Paul A. Hilton, Maceo K.
Sloan and Clifford D. Mpare. The Manager and NCM also maintain research
departments with professional staffs of portfolio managers and securities
analysts who provide research services for the Fund as well as for other
funds advised by the Manager or NCM.
Expenses. All expenses incurred in the operation of the Fund are borne
by the Fund, except to the extent specifically assumed by the Manager and/or
NCM. The expenses borne by the Fund include: organizational costs, taxes,
interest, loan commitment fees, interest and distributions on securities
sold short, brokerage fees and commissions, if any, fees of Directors who
are not officers, directors, employees or holders of 5% or more of the
outstanding voting securities of the Manager or NCM, or any affiliate of the
Manager or NCM, Securities and Exchange Commission fees, state Blue Sky
qualification fees, advisory fees, charges of custodians, transfer and
dividend disbursing agents' fees, certain insurance premiums, industry
association fees, outside auditing and legal expenses, costs of maintaining
the Fund's existence, costs of independent pricing services, costs
attributable to investor services (including, without limitation, telephone
and personnel expenses), cost of shareholders' reports and meetings, costs
of preparing, printing and distributing certain prospectuses and statements
of additional information, and any extraordinary expenses. In addition,
Class B, Class C and Class T shares are subject to an annual distribution
fee and Class A, Class B, Class C, Class T and Class Z shares are subject to
an annual service fee. See "Distribution Plans and Shareholder Services
Plans."
The Manager and NCM have agreed that if, in any fiscal year, the
aggregate expenses of the Fund, exclusive of taxes, brokerage, interest and
(with the prior written consent of the necessary state securities
commissions) extraordinary expenses, but including the management fee,
exceed 1 1/2% of the average value of the Fund's net assets for the fiscal
year, the Fund may deduct from the fees to be paid to the Manager, or the
Manager will bear, the excess expense. For each fiscal year of the Fund,
the Manager and NCM will pay or bear such excess on a pro rata basis in
proportion to the relative fees otherwise payable to each pursuant to the
Management Agreement and the Sub-Investment Advisory Agreement,
respectively. Such deduction or payment, if any, will be estimated,
reconciled and effected or paid, as the case may be, on a monthly basis and
will be limited to the amount of fees otherwise payable to the Manager and
NCM under each respective agreement.
Distributor. The Distributor, located at 60 State Street, Boston,
Massachusetts 02109, serves as the Fund's distributor on a best efforts
basis pursuant to an agreement which is renewable annually.
The Distributor may pay dealers a fee based on 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"). Generally, the fee paid to dealers will not exceed 1% of the
amount invested through such dealers. The Distributor may pay dealers a
higher fee, however, and reserves the right to cease paying these fees at
any time. The Distributor will pay such fees from its own funds, other
than amounts received from the Fund, including from 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 Fund's
transfer and dividend disbursing agent. Under a transfer agency agreement
with the Fund, the Transfer Agent arranges for the maintenance of
shareholder account records for the Fund, the handling of certain
communications between shareholders and the Fund and the payment of
dividends and distributions payable by the Fund. For these services, the
Transfer Agent receives a monthly fee computed on the basis of the number
of shareholder accounts it maintains for the Fund during the month, and is
reimbursed for certain out-of-pocket expenses.
Mellon Bank, N.A., the Manager's parent, One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258, acts as custodian of the Fund's investments.
Under a custody agreement with the Fund, Mellon Bank, N.A. holds the Fund's
securities and keeps all necessary accounts and records. For its custody
services, Mellon Bank, N.A. receives a monthly fee based on the market value
of the Fund's assets held in custody and receives certain securities
transaction charges.
PURCHASE OF SHARES
General. Class A, Class B, Class C and Class T shares may be purchased
only by clients of certain financial institutions (which may include banks),
securities dealers ("Selected Dealers") and other industry professionals
(collectively, "Agents"), except that 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 Fund'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 Agent.
Class R shares are offered only to bank trust departments and other
financial service providers (including Mellon Bank, N.A. and its affiliates)
acting on behalf of customers having a qualified trust or investment account
or relationship at such institution or to customers who received and hold
shares of the Fund distributed to them by virtue of such an account or
relationship, and to charitable organizations as defined in Section
501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code").
Class R shares may be purchased 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 entitites or state and local governments ("Retirement Plans") 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.
Class Z shares are offered only to holders of those Fund accounts which
existed on August 30, 1999 and continue to exist at the time of purchase.
When purchasing Fund shares, you must specify which Class is being
purchased. Stock certificates are issued only upon your written request.
No certificates are issued for fractional shares. The Fund reserves the
right to reject any purchase order.
Agents may receive different levels of compensation for selling
different Classes of shares. Management understands that some Agents may
impose certain conditions on their clients which are different from those
described in the 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
Agent in this regard.
The minimum initial investment is $1,000. Subsequent investments must
be at least $100. However, the minimum initial investment is $750 for
Dreyfus-sponsored Keogh Plans, IRAs (including regular IRAs, spousal IRAs
for a non-working spouse, Roth IRAs, SEP-IRAs and rollover IRAs) and
403(b)(7) Plans with only one participant and $500 for Dreyfus-sponsored
Education IRAs, with no minimum for subsequent purchases. The initial
investment must be accompanied by the Account Application. The Fund
reserves the right to offer Fund shares without regard to minimum purchase
requirements to employees participating in certain qualified or non-
qualified employee benefit plans or other programs where contributions or
account information can be transmitted in a manner and form acceptable to
the Fund. The Fund reserves the right to vary further the initial and
subsequent investment minimum requirements at any time.
The Code imposes various limitations on the amount that may be
contributed to certain Retirement Plans. These limitations apply with
respect to participants at the plan level and, therefore, do not directly
affect the amount that may be invested in the Fund by a Retirement Plan.
Participants and plan sponsors should consult their tax advisers for
details.
Fund shares also may be purchased through Dreyfus-Automatic Asset
Builderr, Dreyfus Payroll Savings Plan and Dreyfus Government Direct Deposit
Privilege described under "Shareholder Services." These services enable you
to make regularly scheduled investments and may provide you with a
convenient way to invest for long-term financial goals. You should be
aware, however, that periodic investment plans do not guarantee a profit and
will not protect an investor against loss in a declining market.
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 per share, options will be valued 15 minutes after the close of
trading on the floor of the New York Stock Exchange. Net asset value per
share of each Class is computed by dividing the value of the Fund's net
assets represented by such Class (i.e., the value of its assets less
liabilities) by the total number of shares of such Class outstanding. The
Fund's investments are valued based on market value or, where market
quotations are not readily available, based on fair value as determined in
good faith by the Fund's Board. For further information regarding the
methods employed in valuing the Fund's 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.
Federal regulations require that you provide a certified taxpayer
identification number ("TIN") upon opening or reopening an account. See the
Account Application for further information concerning this requirement.
Failure to furnish a certified TIN to the Fund could subject you to a $50
penalty imposed by the Internal Revenue Service.
Class A Shares. The public offering price for Class A shares is the
net asset value per share of that Class plus a sales load as shown below:
Total Sales Load Dealers'
As a % of As a % of Reallowance
Amount of offering price net asset value as a % of
Transaction per share per share offering price
Less than $50,000 5.75 6.10 5.00
$50,000 to less than $100,000 4.50 4.70 3.75
$100,000 to less than $250,000 3.50 3.60 2.75
$250,000 to less than $500,000 2.50 2.60 2.25
$500,000 to less
than $1,000,000 2.00 2.00 1.75
$1,000,000 or more -0- -0- -0-
A contingent deferred sales charge ("CDSC") of 1% will be assessed at
the time of redemption of Class A shares purchased without an initial sales
charge as part of an investment of at least $1,000,000 and redeemed within
one year of purchase. The Distributor may pay Agents an amount up to 1% of
the net asset value of Class A shares purchased by their clients that are
subject to a CDSC.
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 Fund'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 must be made within 60 days of
such redemption and the shares redeemed must have been subject to an initial
sales charge or a CDSC.
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 T Shares. The public offering price for Class T shares is the
net asset value per share of that Class plus a sales load as shown below:
Total Sales Load Dealers'
As a % of As a % of Reallowance
Amount of offering price net asset value as a % of
Transaction per share per share offering price
Less than $50,000 4.50 4.70 4.00
$50,000 to less than 4.00 4.20 3.50
$100,000 $100,000 to less than 3.00 3.10 2.50
$250,000 $250,000 to less than 2.00 2.00 1.75
$500,000 $500,000 to less than 1.50 1.50 1.25
$1,000,000 $1,000,000 or more -0- -0- -0-
A CDSC of 1.00% will be assessed at the time of redemption of Class T
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
Distributor may pay Agents an amount up to 1% of the net asset value of
Class T shares purchased by their clients that are subject to a CDSC.
Because the expenses associated with Class A shares will be lower than those
associated with Class T shares, purchasers investing $1,000,000 or more in
the Fund will generally find it beneficial to purchase Class A shares rather
than Class T shares.
Dealer Reallowance -- Class A and Class T Shares. The dealer
reallowance provided with respect to Class A and Class T shares may be
changed from time to time but will remain the same for all dealers. The
Distributor, at its own expense, may provide additional promotional
incentives to dealers that sell shares of funds advised by the Manager which
are sold with a sales load, such as Class A and Class T shares. In some
instances, these incentives may be offered only to certain dealers who have
sold or may sell significant amounts of such shares.
Sales Loads -- Class A and Class T. The scale of sales loads applies
to purchases of Class A and Class T 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 Fund's Class A shares. 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 above at a price based upon the initial offering
price of $12.50:
NAV per share $12.50
Per Share Sales Charge - 5.75% of offering price
(6.10% of net asset value per share) $ .76
Per Share Offering Price to Public $13.26
Set forth below is an example of the method of computing the offering
price of the Fund's Class T shares. The example assumes a purchase of Class
T shares of the Fund aggregating less than $50,000 subject to the schedule
of sales charges set forth above at a price based upon the initial offering
price of $12.50:
NAV per share $12.50
Per Share Sales Charge - 4.50% of offering price
(4.70% of net asset value per share) $ .59
Per Share Offering Price to Public $13.09
Right of Accumulation-Class A and Class T Shares. Reduced sales loads
apply to any purchase of Class A and Class T 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 and Class T shares
of the Fund, or shares of any other Eligible Fund or combination thereof,
with an aggregate current market value of $40,000 and subsequently purchase
Class A or Class T shares of the Fund, 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 4.50% of the offering price in the case of
Class A shares, or 4.00% of the offering price in the case of Class T
shares. 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
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.
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 Fund's Prospectus and in this
Statement of Additional Information under "Redemption of Shares--Contingent
Deferred Sales Charge--Class B Shares." Pursuant to an agreement with the
Distributor, Dreyfus Service Corporation compensates certain Agents for
selling Class B shares at the time of purchase from Dreyfus Service
Corporation'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 "Redemption of Shares."
Class R and Class Z Shares. The public offering price for Class R and
Class Z shares is the net asset value per share of the respective Class.
Dreyfus 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.
Dreyfus TeleTransfer purchase orders may be made at any time. Purchase
orders received by 4:00 p.m., New York time, on any business day that 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 Dreyfus
TeleTransfer Privilege, the initial payment for purchase of shares must be
drawn on, and redemption proceeds paid to, the same bank and account as are
designated on the Account Application or Shareholder Services Form on file.
If the proceeds of a particular redemption are to be wired to an account at
any other bank, the request must be in writing and signature-guaranteed.
See "Redemption of Shares-Dreyfus TeleTransfer Privilege." The Fund may
modify or terminate this Privilege at any time or charge a service fee upon
notice to shareholders. No such fee currently is contemplated.
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 PLANS AND SHAREHOLDER SERVICES PLANS
Class B, Class C and Class T shares are each subject to a Distribution
Plan and Class A, Class B, Class C, Class T and Class Z shares are each
subject to a Shareholder Services Plan.
Distribution Plans. Rule 12b-1 (the "Rule") adopted by the Securities
and Exchange Commission under the 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 Fund's Board
has adopted such a plan with respect to the Fund's Class B and Class C
shares (the "Class B and Class C Distribution Plan") pursuant to which the
Fund pays the Distributor for distributing each such Class of shares a fee
at the annual rate of .75% of the value of the average daily net assets of
Class B and Class C shares. The Fund's Board believes that there is a
reasonable likelihood that the Class B and Class C Distribution Plan will
benefit the Fund and holders of its Class B and Class C shares.
The Fund's Board has also adopted a plan pursuant to the Rule with
respect to Class T shares (the "Class T Distribution Plan") pursuant to
which the Fund pays the Distributor for distributing the Fund's Class T
shares a fee at the annual rate of .25% of the value of the average daily
net assets of Class T shares. The Distributor may pay one or more Agents in
respect of advertising, marketing and other distribution services for Class
T shares, and determines the amounts, if any, to be paid to Agents and the
basis on which such payments are made. The Fund's Board believes that there
is a reasonable likelihood that the Class T Distribution Plan will benefit
the Fund and holders of its Class T shares.
A quarterly report of the amounts expended under the Class B and Class
C Distribution Plan and the Class T Distribution Plan, and the purposes for
which such expenditures were incurred, must be made to the Board for its
review. In addition each Distribution Plan provides that it may not be
amended to increase materially the costs which holders of the Fund's
Class B, Class C or Class T shares may bear pursuant to the respective
Distribution Plan without the approval of the holders of such shares and
that other material amendments of the Distribution Plans must be approved by
the Fund's Board, and by 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 the Distribution Plans or in any agreements
entered into in connection with the Distribution Plans, by vote cast in
person at a meeting called for the purpose of considering such amendments.
Each 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. Each Distribution Plan was initially approved by the Board at a
meeting held on April 15, 1999. As to the relevant Class of shares, 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.
Neither Distribution Plan was in effect during the fiscal year ended
May 31, 1999, and accordingly, no fees were paid pursuant to the
Distribution Plans during that period.
Shareholder Services Plans. The Fund has adopted a Shareholder
Services Plan with respect to its Class A, Class B, Class C and Class T
shares (the "Class A, Class B, Class C and Class T Shareholder Services
Plan") 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, Class C and
Class T shares a fee at the annual rate of .25% of the value of the average
daily net assets of each such Class. The services provided may include
personal services relating to shareholder accounts, such as answering
shareholder inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of such shareholder
accounts. Under the Class A, Class B, Class C and Class T Shareholder
Services Plan, the Distributor may make payments to Agents in respect of
these services.
The Fund has also adopted a Shareholder Services Plan with respect to
its Class Z shares (the "Class Z Shareholder Services Plan"), pursuant to
which the Fund reimburses Dreyfus Service Corporation, a wholly-owned
subsidiary of the Manager, an amount not to exceed an annual rate of .25% of
the value of the Fund's average daily net assets with respect to Class Z
shares for certain allocated expenses with respect to servicing and/or
maintaining shareholder accounts.
A quarterly report of the amounts expended under the Class A, Class B,
Class C and Class T Shareholder Services Plan and the Class Z Shareholder
Services Plan, and the purposes for which such expenditures were incurred,
must be made to the Board for its review. In addition, each Shareholder
Services Plan provides that material amendments must be approved by the
Fund's Board, and by 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 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. Each 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 Class Z Shareholder Services Plan was
last so approved by the Board at a meeting held on April 15, 1999. The
Class A, Class B, Class C and Class T Shareholder Services Plan was
initially approved by the Board at a meeting held on April 15, 1999. As to
the relevant Class of shares, 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 May 31, 1999, the Fund paid Dreyfus Service
Corporation $1,084,748 pursuant to the Class Z Shareholder Services Plan.
The Class A, Class B, Class C and Class T Shareholder Services Plan was not
in effect during the fiscal year ended May 31, 1999 and accordingly no fees
were paid pursuant to that Plan during the period.
REDEMPTION OF SHARES
General. If you hold Fund shares of more than one Class, any request
for redemption must specify the Class of shares being redeemed. If you fail
to specify the Class of shares to be redeemed or if you own fewer shares of
the Class than specified to be redeemed, the redemption request may be
delayed until the Transfer Agent receives further instructions from you or
your Agent.
The Fund imposes no charges (other than any applicable CDSC) when
shares are redeemed. Agents may charge their clients a fee for effecting
redemptions of Fund shares. Any certificates representing Fund shares being
redeemed must be submitted with the redemption request. The value of the
shares redeemed may be more or less than their original cost, depending upon
the Fund's then-current net asset value.
Procedures. You may redeem Fund shares by using the regular redemption
procedure through the Transfer Agent, or through the Telephone Redemption
Privilege, which is granted automatically unless you specifically refuse it
by checking the applicable "No" box on the Account Application. The
Telephone Redemption Privilege may be established for an existing account by
a separate signed Shareholder Services Form or by oral request from any of
the authorized signatories on the account by calling 1-800-554-4611.
(Holders of Class Z shares should call 1-800-645-6561.) You also may redeem
shares through the Wire Redemption Privilege or the TeleTransfer Privilege
if you have checked the appropriate box and supplied the necessary
information on the Account Application or have filed a Shareholder Services
Form with the Transfer Agent. If you are a client of certain Selected
Dealers, you can also redeem Fund shares through the Selected Dealer. Other
redemption procedures may be in effect for clients of certain Agents and
institutions. The Fund makes available to certain large institutions the
ability to issue redemption instructions through compatible computer
facilities. The Fund reserves the right to refuse any request made by
telephone, including requests made shortly after a change of address, and
may limit the amount involved or the number of such requests. The Fund may
modify or terminate any redemption privilege at any time or charge a service
fee upon notice to shareholders. No such fee currently is contemplated.
Shares held under Keogh Plans, IRAs, or other retirement plans, and shares
for which certificates have been issued, are not eligible for the Wire
Redemption, Telephone Redemption or TeleTransfer Privilege.
The Telephone Redemption Privilege or Telephone Exchange Privilege
authorizes the Transfer Agent to act on telephone instructions (including
The Dreyfus Touchr automated telephone system) from any person representing
himself or herself to be you, or a representative of your Agent, and
reasonably believed by the Transfer Agent to be genuine. The Fund will
require the Transfer Agent to employ reasonable procedures, such as
requiring a form of personal identification, to confirm that instructions
are genuine and, if it does not follow such procedures, the Fund or the
Transfer Agent may be liable for any losses due to unauthorized or
fraudulent instructions. Neither the Fund nor the Transfer Agent will be
liable for following telephone instructions reasonably believed to be
genuine.
During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent by telephone to
request a redemption or an exchange of Fund shares. In such cases, you
should consider using the other redemption procedures described herein. Use
of these other redemption procedures may result in your redemption request
being processed at a later time than it would have been if telephone
redemption had been used. During the delay, the Fund's net asset value may
fluctuate.
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.
The following table sets forth the rates of the CDSC for Class B
shares:
Year Since CDSC as a % of
Purchase Payment Amount Invested
Was Made or
Redemption
Proceeds
First 4.00
Second 4.00
Third 3.00
Fourth 3.00
Fifth 2.00
Sixth 1.00
In determining whether a CDSC is applicable to a redemption, the
calculation will be made in a manner that results in the lowest possible
rate. It will be assumed that the redemption is made first of amounts
representing shares acquired pursuant to the reinvestment of dividends and
distributions; then of amounts representing the increase in net asset value
of Class B shares above the total amount of payments for the purchase of
Class B shares made during the preceding six years; then of amounts
representing the cost of shares purchased six years prior to the redemption;
and finally, of amounts representing the cost of shares held for the longest
period of time within the applicable six-year period.
For example, assume an investor purchased 100 shares at $10 per share
for a cost of $1,000. Subsequently, the shareholder acquired five
additional shares through dividend reinvestment. During the second year
after the purchase the investor decided to redeem $500 of 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 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 Fund'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 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.
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, Class B or Class T 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, or Class A shares
or Class T 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 shares reinvested. The Reinvestment Privilege may be exercised only
once.
Wire Redemption Privilege. By using this Privilege, the investor
authorizes the Transfer Agent to act on wire, telephone or letter redemption
instructions from any person representing himself or herself to be the
investor, or a representative of the investor's Agent, and reasonably
believed by the Transfer Agent to be genuine. Ordinarily, the Fund will
initiate payment for shares redeemed pursuant to this Privilege on the next
business day after receipt if the Transfer Agent receives the redemption
request in proper form. Redemption proceeds will be transferred by Federal
Reserve wire only to the commercial bank account specified by the investor
on the Account Application or Shareholder Services Form or a correspondent
bank if the investor's bank is not a member of the Federal Reserve System.
Holders of jointly registered Fund or bank accounts may have redemption
proceeds of only up to $250,000 wired within any 30-day period. Fees
ordinarily are imposed by such bank and borne by the investor. Immediate
notification by the correspondent bank to the investor's bank is necessary
to avoid a delay in crediting the funds to the investor's bank account.
Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal code
which may be used for domestic or overseas transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic equipment may
have the wire transmitted by contacting a TRT Cables operator at
1-800-654-7171 toll free. Investors should advise the operator that the
above transmittal code must be used and should inform the operator of the
Transfer Agent's answer back sign.
To change the commercial bank or account designated to receive wire
redemption proceeds, a written request must be sent to the Transfer Agent.
This request must be signed by each shareholder, with each signature
guaranteed as described below under "Stock Certificates; Signatures."
Dreyfus TeleTransfer Privilege. You may request by telephone that
redemption proceeds (minimum $500 per day) be transferred between your Fund
account and your bank account. Only a bank account maintained in a domestic
financial institution which is an Automated Clearing House member may be
designated. Redemption proceeds will be on deposit in your account at an
Automated Clearing House member bank ordinarily two business days after
receipt of the redemption request. Investors should be aware that if they
have selected the Dreyfus TeleTransfer Privilege, any request for a wire
redemption will be effected as a Dreyfus TeleTransfer transaction through
the Automated Clearing House System unless more prompt transmittal
specifically is requested. Holders of jointly registered Fund or bank
accounts may redeem through the Dreyfus TeleTransfer Privilege for transfer
to their bank account only up to $250,000 within any 30-day period. See
"Purchase of Shares-TeleTransfer Privilege."
Stock Certificates; Signatures. Any stock certificates representing
Fund shares to be redeemed must be submitted with the redemption request.
Written redemption requests must be signed by each shareholder, including
each owner 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" should 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 Fund has committed itself to pay in cash all
redemption requests by any shareholder of record, limited in amount during
any 90-day period to the lesser of $250,000 or 1% of the value of the Fund's
net assets at the beginning of such period. Such commitment is irrevocable
without the prior approval of the Securities and Exchange Commission. In
the case of requests for redemption in excess of such amount, the Board of
Directors reserves the right to make payments in whole or in part in
securities or other assets of the Fund in case of an emergency or any time a
cash distribution would impair the liquidity of the Fund to the detriment of
the existing shareholders. In such event, the securities would be valued in
the same manner as the portfolio of the Fund. 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 Fund normally 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. Shares of any Class of the Fund may be exchanged for
shares of the same Class of another fund in the Dreyfus Premier Family of
Funds or shares of certain other funds advised or administered by the
Manager. Shares of other funds purchased by exchange will be purchased on
the basis of relative net asset value per share as follows:
A. Exchanges for shares of funds that are offered without a
sales load will be made without a sales load.
B. Shares of funds purchased without a sales load may be
exchanged for shares of other funds sold with a sales load, and
the applicable sales load will be deducted.
C. Shares of funds purchased with a sales load may be exchanged
without a sales load for shares of other funds sold without a
sales load.
D. Shares of funds purchased with a sales load, shares of funds
acquired by a previous exchange from shares purchased with a sales
load, and additional shares acquired through reinvestment of
dividends or distributions of any such funds (collectively
referred to herein as "Purchased Shares") may be exchanged for
shares of other funds sold with a sales load (referred to herein
as "Offered Shares"), provided that, if the sales load applicable
to the Offered Shares exceeds the maximum sales load that could
have been imposed in connection with the Purchased Shares (at the
time the Purchased Shares were acquired), without giving effect to
any reduced loads, the difference will be deducted.
E. Shares of funds subject to a 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, you or your Agent must
notify the Transfer Agent of your prior ownership of shares with a sales
load and your account number. Any such exchange is subject to confirmation
of your holdings through a check of appropriate records.
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 "Redemption of 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, you or your 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 refuse 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 Agent, and reasonably believed by the
Transfer Agent to be genuine. Telephone exchanges may be subject to
limitations as to amount involved or the number of telephone exchanges
permitted. Shares issued in certificate form are not eligible for telephone
exchanges. No fees currently are charged shareholders directly in
connection with exchanges, although the Fund reserves the right, upon not
less than 60 days' written notice, to charge shareholders a nominal
administrative fee in accordance with rules promulgated by the Securities
and Exchange Commission.
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.
Dreyfus Auto-Exchange Privilege. The Dreyfus Auto-Exchange Privilege
permits you to purchase, in exchange for shares of the Fund, shares of the
same Class of another fund in the Dreyfus Premier Family of Funds or shares
of certain funds in the Dreyfus Family of Funds of which you are a
shareholder. 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 Dreyfus Auto-Exchange Privilege are available to
shareholders resident in any state in which the fund being acquired may
legally be sold. Shares may be exchanged only between fund 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 (holders of Class Z shares should call 1-
800-645-6561). The Fund reserves the right to reject any exchange request
in whole or in part. The Fund Exchanges service or Dreyfus 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 purchase Fund shares (minimum of $100 and maximum of $150,000
per transaction) at regular intervals selected by you. Fund shares are
purchased by transferring funds from the bank account designated by you.
Dreyfus Government Direct Deposit Privilege. Dreyfus Government Direct
Deposit Privilege enables you to purchase Fund shares (minimum of $100 and
maximum of $50,000 per transaction) by having Federal salary, Social
Security, or certain veterans', military or other payments from the U.S.
Government automatically deposited into your Fund account. You may deposit
as much of such payments as you elect.
Dreyfus Dividend Options. Dreyfus Dividend Sweep allows you to invest
automatically your dividends and any capital gains distributions from the
Fund in shares of the same Class of another fund in the Dreyfus Premier
Family of Funds or shares of certain funds in the Dreyfus Family of Funds of
which you are a shareholder. Shares of other funds purchased pursuant to
Dreyfus Dividend Sweep 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 the sales load in shares of other funds that
are offered without a sales load.
B. Dividends and distributions paid by a fund which does not
charge a sales load may be invested in shares of other funds sold
with a sales load, and the applicable sales load will be deducted.
C. Dividends and distributions paid by a fund which charges a
sales load may be invested in shares of other funds sold with a
sales load (referred to herein as "Offered Shares"), provided
that, if the sales load applicable to the Offered Shares exceeds
the maximum sales load charged by the fund from which dividends or
distributions are being swept, without giving effect to any
reduced loads, the difference will be deducted.
D. Dividends and distributions paid by a fund may be invested in
shares of other funds that impose a CDSC and the applicable CDSC,
if any, will be imposed upon redemption of such shares.
Dreyfus Dividend ACH permits you to transfer electronically dividends
or dividends and capital gain distributions, if any, from the Fund to a
designated bank account. Only an account maintained at a domestic financial
institution which is an Automated Clearing House member may be so
designated. Banks may charge a fee for this service.
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 Fund or the
Transfer Agent. Shares for which certificates have been issued may not be
redeemed through the Automatic Withdrawal Plan.
No CDSC with respect to Class B shares will be imposed on withdrawals
made under the Automatic Withdrawal Plan, provided that the amounts
withdrawn under the plan do not exceed on an annual basis 12% of the
account value at the time the shareholder elects to participate in the
Automatic Withdrawal Plan. Withdrawals with respect to Class B shares
under the Automatic Withdrawal Plan that exceed on an annual basis 12% of
the value of the shareholder's account will be subject to a CDSC on the
amounts exceeding 12% of the initial account value. Withdrawals of Class
A and Class T 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 and Class T shares where the sales load is
imposed concurrently with withdrawals of Class A and Class T 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 and Class T 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 or Class T shares of the Fund, as applicable, 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 or Class T 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.
Dreyfus Payroll Savings Plan. Dreyfus Payroll Savings Plan permits you
to purchase Fund shares (minimum $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.
Dreyfus Step Program. Holders of Fund accounts since August 30, 1999
who had enrolled in Dreyfus Step Program may continue to purchase shares of
the same class (currently designated Class Z shares) without regard to the
Fund's minimum initial investment requirements through Dreyfus-Automatic
Asset Builderr, Dreyfus Government Direct Deposit Privilege or Dreyfus
Payroll Savings Plan. Participation in this Program may be terminated by
the shareholder at any time by discontinuing participation in Dreyfus-
Automatic Asset Builder, Dreyfus Government Direct Deposit Privilege or
Dreyfus Payroll Savings Plan, as the case may be, as provided under the
terms of such Privilege(s).The Fund reserves the right to redeem your
account if you have terminated your participation in the Program and your
account's net asset value is $500 or less. See "Account Policies-General
Policies" in the Fund's Prospectus. The Fund may modify or terminate this
Program at any time. The Dreyfus Step Program is not available to open new
accounts in any Class of the Fund.
Corporate Pension/Profit-Sharing and Personal Retirement Plans. The
Fund makes available to corporations a variety of prototype pension and
profit-sharing plans, including a 401(k) Salary Reduction Plan. In
addition, the Fund makes available Keogh Plans, IRAs (including regular
IRAs, spousal IRAs for a non-working spouse, Roth IRAs, Education IRAs,
SEP-IRAs and rollover IRAs) and 403(b)(7) Plans. Plan support services also
are available.
Investors who wish to purchase Fund shares in conjunction with a Keogh
Plan, a 403(b)(7) Plan or an IRA, including a SEP-IRA, may request from the
Distributor forms for adoption of such plans.
The entity acting as custodian for Keogh Plans, 403(b)(7) Plans or IRAs
may charge a fee, payment of which could require the liquidation of shares.
All fees charged are described in the appropriate form.
Shares may be purchased in connection with these plans only by direct
remittance to the entity acting as custodian. Purchases for these plans may
not be made in advance of receipt of funds.
The minimum initial investment for corporate plans, Salary Reduction
Plans, 403(b)(7) Plans, and SEP-IRAs with more than one participant, is
$1,000 with no minimum on subsequent purchases. The minimum initial
investment for Dreyfus-sponsored Keogh Plans, IRAs (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, is normally $750, with
no minimum on subsequent purchases. The minimum initial investment for
Education IRAs is $500, with no minimum on subsequent purchases.
The investor should read the Prototype Retirement Plan and the Bank
Custodial Agreement for further details on eligibility, service fees and tax
implications, and should consult a tax adviser.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "How to Buy Shares."
Valuation of Portfolio Securities. Portfolio securities, including
warrants and covered call options written, are valued at the last sales
price on the securities exchange on which the securities primarily are
traded or at the last sales price on the national securities market.
Securities not listed on an exchange or national securities market, or
securities in which there were no transactions, are valued at the average of
the most recently reported bid and asked prices. Bid price is used when no
asked price is available. Market quotations of foreign securities in
foreign currencies are translated into U.S. dollars at the prevailing rates
of exchange. Short-term investments are carried at amortized cost, which
approximates value. Any securities or other assets for which market
quotations are not readily available are valued at fair value as determined
in good faith by the Board of Directors. The Fund's Board will review the
method of valuation on a regular basis. In making their good faith
valuation, the Board will generally take the following 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 Fund's Board if they
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 will usually be valued initially at cost. Any subsequent
adjustments from cost will be based upon considerations deemed relevant by
the Board of Directors. Expenses and fees, including the advisory fees and
fees pursuant to the Distribution Plans and Shareholder Services Plans, are
accrued daily and taken into account for the purpose of determining the net
asset value of Fund shares. Because of the difference in operating expenses
incurred by each Class, the per share net asset value of each Class will
differ.
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 the Fund has qualified for the fiscal year
ended May 31, 1999 as a "regulated investment company" under the Code. The
Fund intends to continue to so qualify if such qualification is in the best
interests of its shareholders. Qualification as a "regulated investment
company" relieves the Fund of any liability for Federal income taxes to the
extent its net investment income and net realized capital gains are
distributed in accordance with applicable provisions of the Code. Among the
requirements for such qualification is that 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 the Fund must meet certain
asset diversification and other requirements. However, the Fund may be
subject to a non-deductible 4% excise tax, measured with respect to certain
undistributed income and capital gains. If the Fund does not qualify as a
"regulated investment company", it will be subject to the general rules
governing the federal income taxation of corporations under the Code. 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.
Distributions of net investment income and the excess of net short-term
capital gain over net long-term capital loss are taxable as ordinary income
to shareholders. The Fund may also make distributions of net capital gain
(the excess of net capital gain over net capital loss).
Under current law, the maximum effective federal income tax rate applicable
net capital gains of a noncorporate shareholder is 20%. Such treatment
would apply regardless of the length of time the shares of the Fund have
been held by a shareholder.
Investors should be careful to consider the tax implications of buying
shares just prior to a distribution. The price of shares purchased at that
time include the amount of any forthcoming distribution. Any dividend or
distribution paid shortly after an investor's purchase may have the effect
of reducing the net asset value of the shares below the original cost of his
investment. Such a dividend or distribution would be a return on investment
in an economic sense although taxable as stated above. In addition, the
Code provides that if a shareholder holds shares of the Fund for six months
(or such shorter period as the Internal Revenue Service may prescribe by
regulations) and has received a long-term 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 dividend
received.
Distributions of net investment income and capital gain are taxable as
described above whether received in cash or reinvested in additional shares.
Depending upon the composition of the Fund's income, the entire amount
or a portion of the dividends from net investment income may qualify for the
dividends received deduction allowable to qualifying U.S. corporate
shareholders ("dividends received deduction"). In general, dividend income
of the Fund distributed to its qualifying corporate shareholders will be
eligible for the dividends received deduction only to the extent that (i)
the Fund's income consists of dividends paid by U.S. corporations and (ii)
the Fund would have been entitled to the dividends received deduction with
respect to such dividend income if the Fund were not a regulated investment
company. However, Section 246(c) of the Code provides that if a qualifying
corporate shareholder has disposed of Fund shares not held for 46 days or
more during the 90 day period commencing 45 days before the shares become ex-
dividend and has received a dividend from net investment income with respect
to such shares, the portion designated by the Fund as qualifying for the
dividends received deduction will not be eligible for such shareholder's
dividends received deduction. In addition, the Code provides other
limitations with respect to the ability of a qualifying corporate
shareholder to claim the dividends received deduction in connection with
holding Fund shares.
Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gain or loss. However, all or a portion of the gain
or loss from the disposition of non-U.S. dollar denominated securities
(including debt instruments, certain financial forward, futures and option
contracts, and certain preferred stock) may be treated as ordinary income or
loss under Section 988 of the Code. In addition, all or a portion of the
gain realized from the disposition of certain market discount bonds will be
treated as ordinary income under Section 1276. Finally, all or a portion of
the gain realized from engaging in "conversion transactions" may be treated
as ordinary income under Section 1258. "Conversion transactions" are
defined to include certain forward, futures, option and straddle
transactions, transactions marketed or sold to produce capital gains, or
transactions described in Treasury regulations to be issued in the future.
Under Section 1256 of the Code, any gain or loss realized by the Fund
from certain options transactions will be treated as 60% long-term capital
gain or loss and 40% short-term capital gain or loss. Gain or loss will
arise upon the exercise or lapse of such options as well as from closing
transactions. In addition, any such options remaining unexercised at the
end of the Fund's taxable year will be treated as sold for their then fair
market value, resulting in additional gain or loss to the Fund characterized
in the manner described above.
Offsetting positions held by the Fund involving certain financial
forward, futures or options contracts may be considered, for tax purposes,
to constitute "straddles." "Straddles" are defined to include "offsetting
positions" in 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.
As such, all or a portion of any short or long-term capital gains from
certain "straddle" transactions may be recharacterized as ordinary income.
If the Fund were treated as entering into "straddles" by reason of its
engaging in certain financial forward, futures or options contracts, such
"straddles" could be characterized as "mixed straddles" if at least one (but
not all) of the positions comprising such straddles are "Section 1256
contracts." A "Section 1256 contract" is defined to include any regulated
futures contract, foreign currency contract, non-equity option, and dealer
equity option. Section 1256(d) of the Code permits the Fund to elect not to
have Section 1256 apply with respect to "mixed straddles." If no such
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 the conversion transaction rules, short-term
capital loss on "straddle" positions may be recharacterized as long-term
capital loss, and long-term capital gain may be recharacterized as
short-term capital gain or ordinary income.
Recently enacted legislation added constructive sale provisions that
may apply if the Fund enters into short sales, or futures, forwards, or
offsetting notional principal contracts with respect to appreciated stock
and certain debt obligations that it holds. In such event, with certain
exceptions, the Fund will be taxed as if the appreciated property were sold
at its fair market value on the date the Fund entered into such short sale
or contract. Such legislation similarly may apply if the Fund has entered
into a short sale, option, futures or forward contract, or other position
with respect to property, which has appreciated in value, and the Fund
acquires that same or substantially identical property. In such event, with
certain exceptions, the Fund will be taxed as if the appreciated position
were sold at its fair market value on the date of such acquisition.
Transactions that are identified hedging or straddle transactions under
other provisions of the Code can be subject to the constructive sale
provisions.
PORTFOLIO TRANSACTIONS
The Manager assumes general supervision over placing orders on behalf
of the Fund for the purchase or sale of portfolio securities. Allocation of
brokerage transactions, including their frequency, is made in the Manager's
best judgment and in a manner deemed fair and reasonable to shareholders.
The primary consideration is prompt execution of orders at the most
favorable net price. When this primary consideration is met to the
satisfaction of the Manager, brokers may also be selected based on their
sales of shares of other funds advised by the Manager or its affiliates, or
NCM, as well as their ability to handle special executions such as are
involved in large block trades or broad distributions. Large block trades
may, in certain cases, result from two or more funds advised or administered
by the Manager being engaged simultaneously in the purchase or sale of the
same security. Subject to the primary consideration, particular brokers
selected may also include those who supplement the Manager's and NCM's
research facilities with statistical data, investment information, economic
facts and opinions; sales of Fund shares by a broker may be taken into
consideration. Information so received is in addition to and not in lieu of
services required to be performed by the Manager and NCM and their 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 Fund and other funds which it advises and to NCM in serving both the
Fund and the other accounts it manages, and, conversely, supplemental
information obtained by the placement of business of other clients may be
useful to the Manager and NCM in carrying out their obligations to the Fund.
The overall reasonableness of brokerage commissions paid is evaluated by the
Manager based upon its knowledge of available information as to the general
level of commissions paid by other institutional investors for comparable
services. When transactions are executed in the over-the-counter market,
the Fund will deal with the primary market makers unless a more favorable
price or execution is otherwise obtainable. Although it is not possible to
place a dollar value on the research services received from brokers who
effect transactions in portfolio securities, it is the opinion of the
Manager that these services should not reduce the overall expenses of its
research department.
The Fund contemplates that, consistent with the policy of obtaining the
most favorable net price, brokerage transactions may be conducted through
the Manager or its affiliates. The Fund's Board has adopted procedures in
conformity with Rule 17e-1 under the Act to ensure that all brokerage
commissions paid to the Manager or its affiliates are reasonable and fair.
For its portfolio securities transactions for the fiscal years ended
May 31, 1997, 1998 and 1999, the Fund paid total brokerage commissions of
$531,274, $1,049,596 and $1,430,703, respectively, none of which was paid to
the Distributor. The above figures for brokerage commissions paid do not
include gross spreads and concessions on principal transactions which, where
determinable, amounted to $29,760, $0 and $90,677 in fiscal years 1997, 1998
and 1999, respectively, none of which was paid to the Distributor.
The Fund's portfolio turnover rates (exclusive of U.S. Government
securities and short-term investments) for the fiscal years ended May 31,
1998 and 1999 were 70.41% and 75.88%, respectively. The Fund will not seek
to realize profits by anticipating short-term market movements. The annual
portfolio turnover rate indicates the rate of change in the Fund's
portfolio; for instance, a rate of 100% would result if all the securities
in the portfolio at the beginning of an annual period had been replaced by
the end of the period. While the rate of portfolio turnover will not be a
limiting factor when management deems changes appropriate, it is anticipated
that, in view of the Fund's investment objectives, its annual turnover rate
generally should not exceed 100%. When extraordinary market conditions
prevail, a higher turnover rate and increased brokerage expenses may be
expected.
The aggregate amount of transactions during the last fiscal year in
securities effected on an agency basis through a broker for, among other
things, research services, and the commissions and concessions related to
such transactions were as follows:
Transaction Commissions and
Amount Concessions
$265,656,036 $230,192
PERFORMANCE INFORMATION
Prior to August 31, 1999, the Fund offered a single Class of shares
without a separate designation. The average annual total return of the
Fund's single Class of shares, which were redesignated as Class Z shares on
August 31, 1999, for the one, five and ten year periods ended May 31, 1999
was 20.30%, 23.62% and 16.25%, respectively. Average annual total return is
calculated by determining the ending redeemable value of an investment
purchased at net asset value (maximum offering price in the case of Class A
and Class T) 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's average annual total return
figures calculated in accordance with such formula assume that in the case
of Class A or Class T 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.
The total return of the Fund's single Class of shares, which were
redesignated as Class Z shares on August 31, 1999, for the period March 29,
1972 (the Fund's inception) to May 31, 1999 was 3,065.18%. Total return is
calculated by subtracting the amount of the Fund's net asset value (maximum
offering price in the case of Class A and Class T) per share at the
beginning of a stated period from the net asset value per share at the end
of the period (after giving effect to the reinvestment of dividends and
distributions during the period and any applicable CDSC), and dividing the
result by the net asset value (maximum offering price in the case of Class A
and Class T) 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 or Class T 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 or Class T shares or any applicable CDSC with
respect to Class B or Class C shares, which, if reflected would reduce the
performance quoted.
No performance information is provided for Class A, Class B, Class C,
Class R and Class T since they were not offered as of May 31, 1999.
From time to time, advertising material for the Fund may include
biographical information relating to its portfolio managers and may refer
to, or include commentary by the 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. It
may also discuss or portray the principles of dollar-cost-averaging and may
refer to Morningstar or Value Line ratings and related analyses supporting
the ratings.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Standard & Poor's 500 Composite Stock Price
Index, Standard & Poor's MidCap 400 Index, the Dow Jones Industrial Average,
Morningstar, Inc. and other industry publications.
From time to time, advertising materials may refer to studies performed
by The Dreyfus Corporation or its affiliates, such as "The Dreyfus Tax
Informed Investing Study" or The Dreyfus Gender Investment Comparison Study
(1996 & 1997)" or other such studies.
INFORMATION ABOUT THE FUND
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "General Information."
Each 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 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a
result, Fund shareholders may not consider each year the election of
Directors or the appointment of auditors. However, pursuant to the Fund's
By-Laws, the holders of at least 10% of the shares outstanding and entitled
to vote may require the Fund to hold a special meeting of shareholders for
the purpose of removing a Director from office and the holders of at least
25% of such shares may require the Fund to hold a special meeting of
shareholders for any other purpose. Fund shareholders may remove a Director
by the affirmative vote of a majority of the Fund's outstanding voting
shares. In addition, the Board of Directors will call a meeting of
shareholders for the purpose of electing Directors if, at any time, less
than a majority of the Directors holding office at the time were elected by
shareholders.
The 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 Fund's management determines that an investor is following a market-
timing strategy or is otherwise engaging in excessive trading, the Fund,
with or without prior notice, may temporarily or permanently terminate the
availability of Fund Exchanges, or reject in whole or part any purchase or
exchange request, with respect to such investor's account. Such investors
also may be barred from purchasing other funds in the Dreyfus Family of
Funds. Generally, an investor who makes more than four exchanges out of a
Fund during any calendar year 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 Fund may refuse or restrict purchase or exchange requests for
Fund shares by any person or group if, in the judgment of the Fund's
management, the Fund would be unable to invest the money effectively in
accordance with its investment objectives and policies or could otherwise be
adversely affected or if the Fund receives or anticipates receiving
simultaneous orders that may significantly affect the Fund (e.g., amounts
equal to 1% or more of the Fund's total assets). If an exchange request is
refused, the Fund will take no other action with respect to the Fund shares
until it receives further instructions from the investor. The Fund may
delay forwarding redemption proceeds for up to seven days if the investor
redeeming shares is engaged in excessive trading or if the amount of the
redemption request otherwise would be disruptive to efficient portfolio
management or would adversely affect the Fund. The Fund's policy on
excessive trading applies to investors who invest in the Fund directly or
through financial intermediaries, but does not apply to the Auto-Exchange
Privilege, to any automatic investment or withdrawal privilege described
herein, or to participants in employer-sponsored retirement plans.
During times of drastic economic or market conditions, the Fund may
suspend Fund Exchanges temporarily without notice and treat exchange
requests based on their separate components -- redemption orders with a
simultaneous request to purchase the other fund's shares. In such a case,
the redemption request would be processed at the Fund's next determined net
asset value but the purchase order would be effective only at the net asset
value next determined after the fund being purchased receives the proceeds
of the redemption, which may result in the purchase being delayed.
The Fund sends annual and semi-annual financial statements to all its
shareholders.
COUNSEL AND INDEPENDENT AUDITORS
Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New York
10103, as counsel for the Fund, has rendered its opinion as to certain legal
matters in connection with the shares of capital stock being sold pursuant
to the Fund's Prospectus to which this Statement of Additional Information
relates.
Ernst & Young LLP, independent auditors, 787 Seventh Avenue, New York,
New York 10019, have been selected as independent auditors of the Fund.
THE DREYFUS THIRD CENTURY FUND, INC.
PART C. OTHER INFORMATION
_________________________
Item 23. Exhibits
_______ _____________________________________________________
(a) Registrant's Articles of Incorporation in the State of Maryland are
incorporated by reference to Exhibit (1) of Post-Effective Amendment
No. 21 to the Registration Statement on Form N-1A, filed on July 30,
1982 ("Post-Effective Amendment No. 21").
(b) Registrant's By-Laws, as amended, are incorporated by reference to
Exhibit (2) of Post-Effective Amendment No. 32 to the Registration
Statement on Form N-1A, filed on July 6, 1990.
(d) Management Agreement and Amended and Restated Sub-Investment Advisory
Agreement are incorporated by reference to Exhibit 5(a) of Post-
Effective Amendment No. 38 to the Registration Statement on Form N-1A,
filed on September 16, 1994, and Exhibit 5(b) of Post-Effective
Amendment No. 42 to the Registration Statement on Form N-1A filed on
September 20, 1996.
(e) Distribution Agreement is incorporated by reference to Exhibit 6 of
the Post-Effective Amendment No.38 to the Registration Statement on
Form N-1A, filed on September 16, 1994.
(f) The documents making up model plans in the establishment of retirement
plans in conjunction with which Registrant offers its securities is
incorporated by reference to Exhibit (14) of Post-Effective Amendment
No. 16 to the Registration Statement on Form N-1A, filed on August 24,
1979.
(g) Custody Agreement and Sub-Custodian Agreements are incorporated by
reference to Exhibit 8(a) of Post-Effective Amendment No. 42 to the
Registration Statement on Form N-1A filed on September 20, 1996,
Exhibit 8(b) of Post-Effective Amendment No. 21, and to Exhibit 8(c)
of Post-Effective Amendment No. 32 to the Registration Statement on
Form N-1A, filed on July 6, 1990.
(h) Shareholder Services Plan is incorporated by reference to Exhibit 9 of
Post-Effective Amendment No. 38 to the Registration Statement on Form
N-1A, filed on September 16, 1994.
(i) Opinion and consent of Registrant's counsel is incorporated by
reference to Exhibit (3) of Post-Effective Amendment No. 1 to the
Registration Statement on Form S-5, filed on March 29, 1972.
(j) Consent of Independent Auditors.
Item 23. Exhibits (continued)
Other Exhibits
(a) Power of Attorney is incorporated by reference to Other Exhibits (a)
of Post-Effective Amendment No. 46 to the Registration Statement on
Form N-1A, filed on July 29, 1999.
(b) Certificate of Assistant Secretary is incorporated by reference to
Other Exhibits (b) of Post-Effective Amendment No. 46 to the
Registration Statement on Form N-1A, filed on July 29, 1999.
Item 24. Persons Controlled by or under Common Control with Registrant.
_______ ______________________________________________________________
Not Applicable
Item 25. Indemnification
_______ _______________
The Statement as to the general effect of any contract, arrangements or
statute under which a director, officer, underwriter or affiliated
person of the Registrant is insured or indemnified in any manner
against any liability which may be incurred in such capacity, other
than insurance provided by any director, officer, affiliated person or
underwriter for their own protection, is incorporated by reference to
Item 4 of Part II of Post-Effective Amendment No. 21 to the
Registration Statement on Form N-1A, filed on July 30, 1982.
Reference is also made to the Distribution Agreement attached as
Exhibit (6) of Post-Effective Amendment No. 22 to the Registration
Statement on Form N-1A, filed on September 30, 1983.
Item 26. Business and Other Connections of Investment Adviser.
_______ ____________________________________________________
(a) Manager - The Dreyfus Corporation
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, provides shareholder servicing for investment companies
sponsored by Dreyfus and of other investment companies for which
Dreyfus acts as investment adviser, sub-investment adviser or
administrator. Dreyfus Management, Inc., another wholly-owned
subsidiary, provides investment management services to various
pension plans, institutions and individuals.
<TABLE>
<CAPTION>
ITEM 26. Business and Other Connections of Investment Adviser (continued)
Officers and Directors of Investment Adviser
<S> <C> <C> <C>
Name and Position
With Dreyfus Other Businesses Position Held Dates
Christopher M. Condron Franklin Portfolio Associates, LLC* Director 1/97 - Present
Chairman of the Board and
Chief Executive Officer
TBCAM Holdings, Inc.* Director 10/97 - Present
President 10/97 - 6/98
Chairman 10/97 - 6/98
The Boston Company Director 1/98 - Present
Asset Management, LLC* Chairman 1/98 - 6/98
President 1/98 - 6/98
The Boston Company President 9/95 - 1/98
Asset Management, Inc.* Chairman 4/95 - 1/98
Pareto Partners Partner Representative 11/95 - 5/97
271 Regent Street
London, England W1R 8PP
Franklin Portfolio Holdings, Inc.* Director 1/97 - Present
Certus Asset Advisors Corp.** Director 6/95 -Present
Mellon Capital Management Director 5/95 -Present
Corporation***
Mellon Bond Associates, LLP+ Executive Committee 1/98 - Present
Member
Mellon Bond Associates+ Trustee 5/95 -1/98
Mellon Equity Associates, LLP+ Executive Committee 1/98 - Present
Member
Mellon Equity Associates+ Trustee 5/95 - 1/98
Boston Safe Advisors, Inc.* Director 5/95 - Present
President 5/95 - Present
Mellon Bank, N.A. + Director 1/99 - Present
Chief Operating Officer 3/98 - Present
President 3/98 - Present
Vice Chairman 11/94 - 3/98
Mellon Bank Corporation+ Chief Operating Officer 1/99 - Present
President 1/99 - Present
Director 1/98 - Present
Vice Chairman 11/94 - 1/99
Christopher M. Condron The Boston Company, Inc.* Vice Chairman 1/94 - Present
Chairman and Chief Director 5/93 - Present
Executive Officer
(Continued) Laurel Capital Advisors, LLP+ Exec. Committee 1/98 - 8/98
Member
Laurel Capital Advisors+ Trustee 10/93 - 1/98
Boston Safe Deposit and Trust Director 5/93 -Present
Company*
The Boston Company Financial President 6/89 - Present
Strategies, Inc. * Director 6/89 - Present
Mandell L. Berman Self-Employed Real Estate Consultant, 11/74 - Present
Director 29100 Northwestern Highway Residential Builder and
Suite 370 Private Investor
Southfield, MI 48034
Burton C. Borgelt DeVlieg Bullard, Inc. Director 1/93 - Present
Director 1 Gorham Island
Westport, CT 06880
Mellon Bank Corporation+ Director 6/91 - Present
Mellon Bank, N.A. + Director 6/91 - Present
Dentsply International, Inc. Director 2/81 - Present
570 West College Avenue
York, PA
Quill Corporation Director 3/93 - Present
Lincolnshire, IL
Stephen E. Canter Dreyfus Investment Chairman of the Board 1/97 - Present
President, Chief Operating Advisors, Inc.++ Director 5/95 - Present
Officer, Chief Investment President 5/95 - Present
Officer, and Director
Newton Management Limited Director 2/99 - Present
London, England
Mellon Bond Associates, LLP+ Executive Committee 1/99 - Present
Member
Mellon Equity Associates, LLP+ Executive Committee 1/99 - Present
Member
Franklin Portfolio Associates, LLC* Director 2/99 - Present
Franklin Portfolio Holdings, Inc.* Director 2/99 - Present
The Boston Company Asset Director 2/99 - Present
Management, LLC*
TBCAM Holdings, Inc.* Director 2/99 - Present
Mellon Capital Management Director 1/99 - Present
Corporation***
Stephen E. Canter Founders Asset Management, LLC Member, Board of 12/97 - Present
President, Chief Operating 2930 East Third Ave. Managers
Officer, Chief Investment Denver, CO 80206 Acting Chief Executive 7/98 - 12/98
Officer, and Director Officer
(Continued)
The Dreyfus Trust Company+++ Director 6/ 95 - Present
Thomas F. Eggers Dreyfus Service Corporation++ Executive Vice President 4/96 - Present
Vice Chairman - Institutional Director 9/96 - Present
and Director
Founders Asset Management, LLC Member, Board of 2/99 - Present
2930 East Third Avenue Managers
Denver, CO 80206
Steven G. Elliott Mellon Bank Corporation+ Senior Vice Chairman 1/99 - Present
Director Chief Financial Officer 1/90 - Present
Vice Chairman 6/92 - 1/99
Treasurer 1/90 - 5/98
Mellon Bank, N.A.+ Senior Vice Chairman 3/98 - Present
Vice Chairman 6/92 - 3/98
Chief Financial Officer 1/90 - Present
Mellon EFT Services Corporation Director 10/98 - Present
Mellon Bank Center, 8th Floor
1735 Market Street
Philadelphia, PA 19103
Mellon Financial Services Director 1/96 - Present
Corporation #1 Vice President 1/96 - Present
Mellon Bank Center, 8th Floor
1735 Market Street
Philadelphia, PA 19103
Boston Group Holdings, Inc.* Vice President 5/93 - Present
APT Holdings Corporation Treasurer 12/87 - Present
Pike Creek Operations Center
4500 New Linden Hill Road
Wilmington, DE 19808
Allomon Corporation Director 12/87 - Present
Two Mellon Bank Center
Pittsburgh, PA 15259
Collection Services Corporation Controller 10/90 - 2/99
500 Grant Street Director 9/88 - 2/99
Pittsburgh, PA 15258 Vice President 9/88 - 2/99
Treasurer 9/88 - 2/99
Mellon Financial Company+ Principal Exec. Officer 1/88 - Present
Chief Financial Officer 8/87 - Present
Director 8/87 - Present
President 8/87 - Present
Mellon Overseas Investments Director 4/88 - Present
Corporation+ Chairman 7/89 - 11/97
President 4/88 - 11/97
Chief Executive Officer 4/88 - 11/97
Mellon International Investment Director 9/89 - 8/97
Corporation+
Steven G. Elliott Mellon Financial Services Treasurer 12/87 - Present
Director (Continued) Corporation # 5+
Mellon Financial Markets, Inc.+ Director 1/99 - Present
Mellon Financial Services Director 1/99 - Present
Corporation #17
Fort Lee, NJ
Mellon Mortgage Company Director 1/99 - Present
Houston, TX
Mellon Ventures, Inc. + Director 1/99 - Present
Lawrence S. Kash Dreyfus Investment Director 4/97 - Present
Vice Chairman Advisors, Inc.++
And Director
Dreyfus Brokerage Services, Inc. Chairman 11/97 - Present
401 North Maple Ave. Chief Executive Officer 11/97 - Present
Beverly Hills, CA
Dreyfus Service Corporation++ Director 1/95 - 2/99
President 9/96 - 3/99
Dreyfus Precious Metals, Inc.++ + Director 3/96 - 12/98
President 10/96 - 12/98
Dreyfus Service Director 12/94 - Present
Organization, Inc.++ President 1/97 - Present
Seven Six Seven Agency, Inc. ++ Director 1/97 - Present
Dreyfus Insurance Agency of Chairman 5/97 - Present
Massachusetts, Inc.++++ President 5/97 - Present
Director 5/97 - Present
The Dreyfus Trust Company+++ Chairman 1/97 - 1/99
President 2/97 - 1/99
Chief Executive Officer 2/97 - 1/99
Director 12/94 - Present
The Dreyfus Consumer Credit Chairman 5/97 - Present
Corporation++ President 5/97 - Present
Director 12/94 - Present
Founders Asset Management, LLC Member, Board of 12/97 - Present
2930 East Third Avenue Managers
Denver, CO. 80206
The Boston Company Advisors, Chairman 12/95 - Present
Inc. Chief Executive Officer 12/95 - Present
Wilmington, DE President 12/95 - Present
The Boston Company, Inc.* Director 5/93 - Present
President 5/93 - Present
Mellon Bank, N.A.+ Executive Vice President 6/92 - Present
Laurel Capital Advisors, LLP+ Chairman 1/98 - 8/98
Executive Committee 1/98 - 8/98
Member
Chief Executive Officer 1/98 - 8/98
President 1/98 - 8/98
Lawrence S. Kash Laurel Capital Advisors, Inc. + Trustee 12/91 - 1/98
Vice Chairman Chairman 9/93 - 1/98
And Director (Continued) President and CEO 12/91 - 1/98
Boston Group Holdings, Inc.* Director 5/93 - Present
President 5/93 - Present
Martin G. McGuinn Mellon Bank Corporation+ Chairman 1/99 - Present
Director Chief Executive Officer 1/99 - Present
Director 1/98 - Present
Vice Chairman 1/90 - 1/99
Mellon Bank, N. A. + Chairman 3/98 - Present
Chief Executive Officer 3/98 - Present
Director 1/98 - Present
Vice Chairman 1/90 - 3/98
Mellon Leasing Corporation+ Vice Chairman 12/96 - Present
Mellon Bank (DE) National Director 4/89 - 12/98
Association
Wilmington, DE
Mellon Bank (MD) National Director 1/96 - 4/98
Association
Rockville, Maryland
Mellon Financial Vice President 9/86 - 10/97
Corporation (MD)
Rockville, Maryland
J. David Officer Dreyfus Service Corporation++ Executive Vice President 5/98 - Present
Vice Chairman Director 3/99 - Present
And Director
Dreyfus Insurance Agency of Director 5/98 - Present
Massachusetts, Inc.++++
Seven Six Seven Agency, Inc.++ Director 10/98 - Present
Mellon Residential Funding Corp. + Director 4/97 - Present
Mellon Trust of Florida, N.A. Director 8/97 - Present
2875 Northeast 191st Street
North Miami Beach, FL 33180
Mellon Bank, NA+ Executive Vice President 7/96 - Present
The Boston Company, Inc.* Vice Chairman 1/97 - Present
Director 7/96 - Present
Mellon Preferred Capital Director 11/96 - Present
Corporation*
RECO, Inc.* President 11/96 - Present
Director 11/96 - Present
The Boston Company Financial President 8/96 - Present
Services, Inc.* Director 8/96 - Present
Boston Safe Deposit and Trust Director 7/96 - Present
Company* President 7/96 - 1/99
J. David Officer Mellon Trust of New York Director 6/96 - Present
Vice Chairman and 1301 Avenue of the Americas
Director (Continued) New York, NY 10019
Mellon Trust of California Director 6/96 - Present
400 South Hope Street
Suite 400
Los Angeles, CA 90071
Mellon Bank, N.A.+ Executive Vice President 2/94 - Present
Mellon United National Bank Director 3/98 - Present
1399 SW 1st Ave., Suite 400
Miami, Florida
Boston Group Holdings, Inc.* Director 12/97 - Present
Dreyfus Financial Services Corp. + Director 9/96 - Present
Dreyfus Investment Services Director 4/96 - Present
Corporation+
Richard W. Sabo Founders Asset Management LLC President 12/98 - Present
Director 2930 East Third Avenue Chief Executive Officer 12/98 - Present
Denver, CO. 80206
Prudential Securities Senior Vice President 07/91 - 11/98
New York, NY Regional Director 07/91 - 11/98
Richard F. Syron American Stock Exchange Chairman 4/94 - Present
Director 86 Trinity Place Chief Executive Officer 4/94 - Present
New York, NY 10006
Ronald P. O'Hanley Franklin Portfolio Holdings, Inc.* Director 3/97 - Present
Vice Chairman
TBCAM Holdings, Inc.* Chairman 6/98 - Present
Director 10/97 - Present
The Boston Company Asset Chairman 6/98 - Present
Management, LLC* Director 1/98 - 6/98
The Boston Company Asset Director 2/97 - 12/97
Management, Inc. *
Boston Safe Advisors, Inc.* Chairman 6/97 - Present
Director 2/97 - Present
Pareto Partners Partner Representative 5/97 - Present
271 Regent Street
London, England W1R 8PP
Mellon Capital Management Director 5/97 -Present
Corporation***
Certus Asset Advisors Corp.** Director 2/97 - Present
Mellon Bond Associates+ Trustee 2/97 - Present
Chairman 2/97 - Present
Mellon Equity Associates+ Trustee 2/97 - Present
Chairman 2/97 - Present
Mellon-France Corporation+ Director 3/97 - Present
Ronald P. O'Hanley Laurel Capital Advisors+ Trustee 3/97 - Present
Vice Chairman (Continued)
Mark N. Jacobs Dreyfus Investment Director 4/97 - Present
General Counsel, Advisors, Inc.++ Secretary 10/77 - 7/98
Vice President, and
Secretary The Dreyfus Trust Company+++ Director 3/96 - Present
The TruePenny Corporation++ President 10/98 - Present
Director 3/96 - Present
Dreyfus Service Director 3/97 - Present
Organization, Inc.++
William H. Maresca The Dreyfus Trust Company+++ Director 3/97 - Present
Controller
Dreyfus Service Corporation++ Chief Financial Officer 12/98 - Present
Dreyfus Consumer Credit Corp. ++ Treasurer 10/98 -Present
Dreyfus Investment Treasurer 10/98 - Present
Advisors, Inc. ++
Dreyfus-Lincoln, Inc. Vice President 10/98 - Present
4500 New Linden Hill Road
Wilmington, DE 19808
The TruePenny Corporation++ Vice President 10/98 - Present
Dreyfus Precious Metals, Inc. +++ Treasurer 10/98 - 12/98
The Trotwood Corporation++ Vice President 10/98 - Present
Trotwood Hunters Corporation++ Vice President 10/98 - Present
Trotwood Hunters Site A Corp. ++ Vice President 10/98 - Present
Dreyfus Transfer, Inc. Chief Financial Officer 5/98 - Present
One American Express Plaza,
Providence, RI 02903
Dreyfus Service Assistant Treasurer 3/93 - Present
Organization, Inc.++
Dreyfus Insurance Agency of Assistant Treasurer 5/98 - Present
Massachusetts, Inc.++++
William T. Sandalls, Jr. Dreyfus Transfer, Inc. Chairman 2/97 - Present
Executive Vice President One American Express Plaza,
Providence, RI 02903
Dreyfus Service Corporation++ Director 1/96 - Present
Executive Vice President 2/97 - Present
Chief Financial Officer 2/97-12/98
Dreyfus Investment Director 1/96 - Present
Advisors, Inc.++ Treasurer 1/96 - 10/98
William T. Sandalls, Jr. Dreyfus-Lincoln, Inc. Director 12/96 - Present
Executive Vice President 4500 New Linden Hill Road President 1/97 - Present
(Continued) Wilmington, DE 19808
Seven Six Seven Agency, Inc.++ Director 1/96 - 10/98
Treasurer 10/96 - 10/98
The Dreyfus Consumer Director 1/96 - Present
Credit Corp.++ Vice President 1/96 - Present
Treasurer 1/97 - 10/98
Dreyfus Partnership President 1/97 - 6/97
Management, Inc.++ Director 1/96 - 6/97
Dreyfus Service Organization, Director 1/96 - 6/97
Inc.++ Executive Vice President 1/96 - 6/97
Treasurer 10/96- Present
Dreyfus Insurance Agency of Director 5/97 - Present
Massachusetts, Inc.++++ Treasurer 5/97- Present
Executive Vice President 5/97 - Present
Diane P. Durnin Dreyfus Service Corporation++ Senior Vice President - 5/95 - 3/99
Vice President - Product Marketing and Advertising
Development Division
Patrice M. Kozlowski None
Vice President - Corporate
Communications
Mary Beth Leibig None
Vice President -
Human Resources
Theodore A. Schachar Dreyfus Service Corporation++ Vice President -Tax 10/96 - Present
Vice President - Tax
Dreyfus Investment Advisors, Inc.++ Vice President - Tax 10/96 - Present
Dreyfus Precious Metals, Inc. +++ Vice President - Tax 10/96 - 12/98
Dreyfus Service Organization, Inc.++ Vice President - Tax 10/96 - Present
Wendy Strutt None
Vice President
Richard Terres None
Vice President
Andrew S. Wasser Mellon Bank Corporation+ Vice President 1/95 - Present
Vice-President -
Information Systems
James Bitetto The TruePenny Corporation++ Secretary 9/98 - Present
Assistant Secretary
Dreyfus Service Corporation++ Assistant Secretary 8/98 - Present
Dreyfus Investment Assistant Secretary 7/98 - Present
Advisors, Inc.++
Dreyfus Service Assistant Secretary 7/98 - Present
Organization, Inc.++
Steven F. Newman Dreyfus Transfer, Inc. Vice President 2/97 - Present
Assistant Secretary One American Express Plaza Director 2/97 - Present
Providence, RI 02903 Secretary 2/97 - Present
Dreyfus Service Secretary 7/98 - Present
Organization, Inc.++ Assistant Secretary 5/98 - 7/98
_______________________________
* The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108.
** The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104.
*** The address of the business so indicated is 595 Market Street, Suite 3000, San Francisco, California 94105.
+ The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258.
++ The address of the business so indicated is 200 Park Avenue, New York, New York 10166.
+++ 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 53 State Street, Boston, Massachusetts 02109.
</TABLE>
Item 26. Business and Other Connections of Investment Adviser (continued)
(b) Sub-Investment Adviser - NCM Capital Management Group, Inc.:
NCM Capital Management Group, Inc. ("NCM"), a privately held
corporation with principal place of business at 103 West Main Street,
Durham, North Carolina 27705, is a registered investment adviser under
the Investment Advisers Act of 1940. The business of NCM consists
primarily of providing investment counselling services to
institutional investors.
Officers and Directors of Sub-Investment Adviser
Name and Position with NCM Other Businesses
MACEO K. SLOAN, CFA, FLMI Chairman, President and Chief Executive
Chairman, President and Officer:
Chief Executive Officer Sloan Financial Group, Inc.
103 West Main Street
Durham, North Carolina 27705;
Chairman:
New Africa Advisers, Inc.
103 West Main Street
Durham, North Carolina 27705;
Director:
National Association of Securities
Professionals;
Mechanics and Farmers Bank
Durham, North Carolina;
North Carolina Air Cargo Airport Authority;
SCAMA Corporation;
Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, NY 10017;
JUSTIN F. BECKETT President and Chief Executive Officer:
Executive Vice President New Africa Advisers
and Director 103 West Main Street
Durham, North Carolina 27705;
Director:
African News Service
103 West Main Street
Durham, North Carolina 27705;
Trustee:
Elizabeth State University
Elizabeth City, North Carolina;
Chairman and Chief Investment Officer:
IDS Advisory Group, Inc.
IDS Tower 10
Minneapolis, MN 55440;
PETER J. ANDERSON Director and Senior Vice President-Investments:
Director IDS Financial Services Inc.
IDS Tower 10
Minneapolis, MN 55440;
Director:
Fairview-Southdale Hospital
6401 France Avenue South
Edina, MN 55435;
MORRIS GOODWIN, JR. Treasurer:
Director Deluxe Corporation
3680 Victoria Street
Shoreview, MN 55120
Director:
Minnesota Public Radio
Mineapolis, MN;
STEPHEN W. ROSZELL President and Chief Executive Officer:
Director American Express Asset Management Group Inc.
IDS Tower 10
Minneapolis, MN 55440
EDITH H. NOEL None
Senior Vice President,
Corporate Secretary and
Treasurer
BENJAMIN BLANKNEY None
Executive Vice President and
Chief Operating Officer
CLIFFORD D. MPARE, CFA, CMA None
Executive Vice President and
Co-Chief Investment Officer
VICTORIA TREADWELL None
Senior Vice President-
Director of Client Services
PAUL L. VANKAMPEN, CFA None
Senior Vice President-
Director of Fixed Income
TAMIE E. COLEY None
Senior Vice President and
Chief Financial Officer
DAVID C. CARTER None
Vice President
DAVID A. HALLORAN None
Senior Vice President
and Director of Equities
MICHAEL J. FERRARO None
Vice President -
Director of Trading
LINDA JORDAN None
Regional Vice President-
Marketing
LORENZO NEWSOME None
Senior Vice President
and Director -
Fixed Income Research
MARC REID None
Vice President-
Client Services
DRAKE J.CRAIG, CFA None
Vice President
REGINALD WEAVER
Assistant Vice President- None
Trader
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 Municipal Bond Fund
71) Dreyfus Premier New York Municipal Bond Fund
72) Dreyfus Premier State Municipal Bond Fund
73) Dreyfus Premier Value Equity Funds
74) Dreyfus Short-Intermediate Government Fund
75) Dreyfus Short-Intermediate Municipal Bond Fund
76) The Dreyfus Socially Responsible Growth Fund, Inc.
77) Dreyfus Stock Index Fund, Inc.
78) Dreyfus Tax Exempt Cash Management
79) The Dreyfus Third Century Fund, Inc.
80) Dreyfus Treasury Cash Management
81) Dreyfus Treasury Prime Cash Management
82) Dreyfus Variable Investment Fund
83) Dreyfus Worldwide Dollar Money Market Fund, Inc.
84) Founders Funds, 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 Funds, 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 Chief Treasurer
Compliance 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
Jean M. O'Leary+ Assistant Vice President, None
Assistant Secretary and
Assistant Clerk
William J. Nutt+ Chairman of the Board None
Stephanie D. Pierce++ Vice President Vice President,
Assistant Secretary
and Assistant
Treasurer
Patrick W. McKeon+ Vice President None
Joseph A. Vignone+ Vice President 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. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
3. 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
_______ ____________
None
SIGNATURES
__________
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, and
State of New York on the 31st day of August, 1999.
THE DREYFUS THIRD CENTURY FUND, INC.
BY: /s/Marie E. Connolly*
-------------------------------------
MARIE E. CONNOLLY, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration Statement has
been signed below by the following persons in the capacities and on the date
indicated.
Signatures Title Date
__________________________ ______________________________ ___________
/s/Marie E. Connolly* President and Treasurer
- ---------------------------- (Principal Executive, Financial 8/31/99
Marie E. Connolly and Accounting Officer)
/s/Clifford L. Alexander, Jr.* Director 8/31/99
- ----------------------------
Clifford L. Alexander, Jr.
/s/Lucy Wilson Benson* Director 8/31/99
- ----------------------------
Lucy Wilson Benson
/s/Joseph DiMartino* Chairman of the Board of 8/31/99
- ---------------------------- Directors
Joseph DiMartino
*BY:/s/Stephanie Pierce
___________________________
Stephanie Pierce
Attorney-in-Fact
<PAGE>
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 report dated July 2, 1999, in this Registration Statement (Form
N-1A No. 2-40341) of The Dreyfus Third Century Fund, Inc.
ERNST & YOUNG LLP
New York, New York
August 26, 1999
