File No. 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.48 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No.48 [X]
(Check appropriate box or boxes.)
THE DREYFUS PREMIER 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)
X on 10/1/00 pursuant to paragraph (b)
------
60 days after filing pursuant to paragraph (a)(1)
------
on (date) pursuant to paragraph (a)(1)
------
75 days after filing pursuant to paragraph (a)(2)
------
on (date) pursuant to paragraph (a)(2) of Rule 485
------
If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The Dreyfus Premier Third Century Fund, Inc.
Investing in large-cap stocks that meet certain financial as well as social
criteria
PROSPECTUS October 1, 2000
(reg.tm)
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.
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Ticker Symbols CLASS A: DTCAX
CLASS B: DTCBX
CLASS C: DTCCX
CLASS R: DRTCX
CLASS T: DTCTX
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)
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 reduce
the benefit from any upswing in the market. During such periods, the fund may
not achieve its primary investment objective.
The fund may write (sell) covered call option contracts to increase returns.
There is the risk that such transactions will reduce returns or increase
volatility.
At times, the fund may engage in short-term trading, which could produce higher
brokerage costs and taxable distributions and lower the fund's after-tax
performance accordingly.
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 bar chart and table below show some of the risks of investing in the fund.
The bar chart shows the changes in the fund's Class Z performance from year to
year. The table compares Class Z shares' average annual total returns to those
of the Standard & Poor's 500 Composite Stock Price Index (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. Since Class A, B, C, R and T shares have less than one calendar year of
performance, past performance information for those classes is not included in
this section of the 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 generally are not available for new accounts.
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Year-by-year total return AS OF 12/31 EACH YEAR (%)
CLASS Z SHARES
3.50 38.06 1.92 5.23 -7.45 35.81 24.33 29.37 30.17 30.16
90 91 92 93 94 95 96 97 98 99
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 6/30/00 WAS
1.72%.
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<TABLE>
<CAPTION>
Average annual total return AS OF 12/31/99
1 Year 5 Years 10 Years
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CLASS Z 30.16% 29.92% 18.03%
S&P 500 21.03% 28.54% 18.19%
</TABLE>
The Fund 1
EXPENSES
<TABLE>
<CAPTION>
As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below.
Fee table
CLASS A CLASS B CLASS C CLASS R CLASS T CLASS Z
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SHAREHOLDER TRANSACTION FEES (FEES PAID FROM YOUR ACCOUNT)
Maximum front-end sales charge on purchases
<S> <C> <C> <C> <C> <C> <C>
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 .35 .31 .29 .25 .36 .10
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TOTAL 1.35 2.06 2.04 1.00 1.61 .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.
</TABLE>
<TABLE>
<CAPTION>
Expense example
1 Year 3 Years 5 Years 10 Years
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<S> <C> <C> <C> <C>
CLASS A $705 $978 $1,272 $2,105
CLASS B
WITH REDEMPTION $609 $946 $1,308 $2,041**
WITHOUT REDEMPTION $209 $646 $1,108 $2,041**
CLASS C
WITH REDEMPTION $307 $640 $1,098 $2,369
WITHOUT REDEMPTION $207 $640 $1,098 $2,369
CLASS R $102 $318 $552 $1,225
CLASS T $606 $935 $1,287 $2,275
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 Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operation.
RULE 12B-1 FEE: the fee paid to the fund's distributor to finance 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 $139
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
Financial Corporation, a global financial services company with approximately
$2.8 trillion of assets under management, administration or custody, including
approximately $521 billion under management. Mellon provides wealth management,
global investment services and a comprehensive array of banking services for
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,
2000, NCM managed or administered approximately $6.4 billion in assets.
Maceo K. Sloan serves as the fund's primary portfolio manager with respect to
selection of portfolio securities. Mr. Sloan has held his position with the fund
since August 1994 and has been employed by NCM since 1986.
Paul Hilton serves as the fund's primary portfolio manager with respect to its
areas of social concern. Mr. Hilton has been employed by Dreyfus since August
1998. From April 1997 through August 1998, he was a research analyst in the
social awareness investment program at Smith Barney Asset Management, a division
of Travelers Group. From May 1995 through April 1997, he served as a project
director for corporate social responsibility research at the Council on Economic
Priorities.
The fund, Dreyfus, NCM and Dreyfus Service Corporation (the fund's distributor)
each have adopted a code of ethics that permits its personnel, subject to such
code, to invest in securities, including securities that may be purchased or
held by the fund. The Dreyfus code of ethics restricts the personal securities
transactions of its employees, and requires portfolio managers and other
investment personnel to comply with the code's preclearance and disclosure
procedures. Its primary purpose is to ensure that personal trading by Dreyfus
employees does not disadvantage any Dreyfus-managed fund.
The Fund 3
<PAGE 3>
FINANCIAL HIGHLIGHTS
The following tables describe the performance of each share class for the fiscal
periods indicated. "Total return" shows how much an investment in the fund would
have increased (or decreased) during each period, assuming you had reinvested
all dividends and distributions. These figures have been independently audited
by Ernst & Young LLP, whose report, along with the fund's financial statements,
is included in the annual report.
<TABLE>
<CAPTION>
YEAR ENDED MAY 31,
CLASS Z 2000(1) 1999 1998 1997 1996
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PER-SHARE DATA ($)
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period 12.72 11.78 10.01 9.25 7.45
Investment operations: Investment income (loss) -- net .08(2) (.01) .01 .02 .03
Net realized and unrealized
gain (loss) on investments 2.55 2.29 2.68 2.16 2.39
Total from investment operations 2.63 2.28 2.69 2.18 2.42
Distributions: Dividends from
investment income -- net -- -- (.02) (.02) (.05)
Dividends from net realized
gain on investments (1.35) (1.34) (.90) (1.40) (.57)
Total distributions (1.35) (1.34) (.92) (1.42) (.62)
Net asset value, end of period 14.00 12.72 11.78 10.01 9.25
Total return (%) 20.91 20.30 27.76 25.70 33.63
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RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) .96 .96 .97 1.03 1.11
Ratio of net investment income (loss)
to average net assets (%) .60 (.11) .07 .22 .36
Portfolio turnover rate (%) 60.20 75.88 70.41 66.52 92.08
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Net assets, end of period ($ x 1,000) 1,310,890 1,130,190 911,688 677,084 473,452
(1) THE FUND CHANGED TO A SIX-CLASS FUND ON AUGUST 31, 1999. THE EXISTING SHARES WERE REDESIGNATED CLASS Z SHARES.
(2) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.
YEAR ENDED MAY 31, 2000(1)
CLASS A CLASS B CLASS C CLASS R CLASS T
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PER-SHARE DATA ($)
Net asset value, beginning of period 13.34 13.34 13.34 13.34 13.34
Investment operations: Investment income -- net(2) .20 .15 .11 .26 .20
Net realized and unrealized
gain (loss) on investments 1.76 1.74 1.78 1.75 1.66
Total from investment operations 1.96 1.89 1.89 2.01 1.86
Distributions: Dividends from net realized
gain on investments (1.35) (1.35) (1.35) (1.35) (1.35)
Net asset value, end of period 13.95 13.88 13.88 14.00 13.85
Total return (%) 14.90(3) 14.34(3) 14.34(3) 15.30 14.14(3)
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RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%)(4) 1.02 1.55 1.54 .75 1.21
Ratio of net investment income
to average net assets (%)(4) 1.43 1.07 .77 1.69 1.40
Portfolio turnover rate (%) 60.20 60.20 60.20 60.20 60.20
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Net assets, end of period ($ x 1,000) 10,999 20,812 5,234 45,641 456
(1) FROM AUGUST 31, 1999 (COMMENCEMENT OF INITIAL OFFERING) TO MAY 31, 2000. (3) EXCLUSIVE OF SALES CHARGE.
(2) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END. (4) NOT ANNUALIZED.
</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.
* 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 institu-
tions 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 generally are not available for new accounts
Your financial representative can help you choose the share class that is
appropriate for you.
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 shares you own in this
fund, any other Dreyfus Premier fund, or any other fund that is advised by
Founders Asset Management LLC ("Founders"), an affiliate of Dreyfus, sold with a
sales load, 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.
Your Investment 5
<PAGE 5>
ACCOUNT POLICIES (CONTINUED)
<TABLE>
<CAPTION>
Share class charges
EACH SHARE CLASS has its own fee structure. In some cases, you may not have to
pay or may qualify for a reduced 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.
--------------------------------------------------------------------------------
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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Class Class Class Class
A T A T
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<S> <C> <C> <C> <C>
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% CDSC 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
CDSC as a % of your initial
Years since purchase investment or your redemption
was made (whichever is less)
--------------------------------------------------------------------------------
Up to 2 years 4.00%
2 -- 4 years 3.00%
4 -- 5 years 2.00%
5 -- 6 years 1.00%
More than 6 years Shares will automatically
convert to Class A
Class B shares also carry an annual Rule 12b-1 fee of 0.75% of the class's
average daily net assets.
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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 CHARGE 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
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 your financial
representative or the SAI for details.
BEFORE SELLING SHARES RECENTLY PURCHASED by check, TeleTransfer or Automatic
Asset Builder, please note that:
* if you send a written request to sell such shares, the fund may delay
sending the proceeds for up to eight business days following the purchase of
those shares
* the fund will not process wire, telephone or TeleTransfer redemption
requests for up to eight business days following the purchase of those shares
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).
Written sell orders
Some circumstances require written sell orders along with signature guarantees.
These include:
* amounts of $10,000 or more on accounts whose address has been changed
within the last 30 days
* requests to send the proceeds to a different payee or address
Written sell orders of $100,000 or more must also be signature guaranteed.
A SIGNATURE GUARANTEE helps protect against fraud. You can obtain one from most
banks or securities dealers, but not from a notary public. For joint accounts,
each signature must be guaranteed. Please call us to ensure that your signature
guarantee will be processed correctly.
Your Investment 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:
--------------------------------------------------------------------------------
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 the
fund into another Dreyfus fund or
certain Founders-advised funds
(not available for IRAs).
--------------------------------------------------------------------------------
For exchanging shares
DREYFUS AUTO- For making regular exchanges from
EXCHANGE PRIVILEGE the fund into another Dreyfus fund or
certain Founders-advised funds.
--------------------------------------------------------------------------------
For selling shares
DREYFUS AUTOMATIC For making regular withdrawals
WITHDRAWAL PLAN from most Dreyfus funds. There will be no CDSC
on Class B shares, as long as the amount of any
withdrawal does not exceed an
annual rate of 12% of the greater of the
account value at the time of the first
withdrawal under the plan, or at the time of
the subsequent withdrawal.
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
or Founders-advised fund. You can also exchange Class T shares into Class A
shares of certain Dreyfus Premier fixed-income 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
TO ADD TO AN ACCOUNT
Fill out an investment slip, and write your account number on your check.
Mail the slip and the check to: Name of Fund P.O. Box 6587, Providence, RI
02940-6587 Attn: Institutional Processing
By Telephone
WIRE Have your bank send your
investment to The Bank of New York, with these instructions:
* ABA# 021000018
* DDA# 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.
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.
Automatically
WITH AN INITIAL INVESTMENT Indicate
on your application which automatic service(s) you want. Return your application
with your investment.
ALL SERVICES Call us or your financial representative to request a form to add
any automatic investing service (see "Services for Fund Investors"). Complete
and return the form along with any other required materials.
TO SELL SHARES
Write a letter of instruction that includes:
* your name(s) and signature(s)
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds
Obtain a signature guarantee or other documentation, if required (see page 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
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 the slip and the check to: The Dreyfus Trust Company, Custodian P.O. Box
6427, Providence, RI 02940-6427 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 account number
* name of investor
* the contribution year
* dealer number if applicable
ELECTRONIC CHECK Same as wire, but insert "1111" before your account number.
Automatically
ALL SERVICES Call us or your financial representative to request a form to add
any automatic investing service (see "Services for Fund Investors"). Complete
and return the form along with any other required materials. All contributions
will count as current year.
TO SELL SHARES
Write a letter of instruction that includes:
* your name and signature
* your account number and fund name
* the dollar amount you want to sell
* how and where to send the proceeds
* whether the distribution is qualified or premature
* whether the 10% TEFRA should be withheld
Obtain a signature guarantee or other documentation, if required (see page 7).
Mail 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
[Application p1]
[Application p2]
NOTES
NOTES
NOTES
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 1-800-554-4611 or (516) 338-3300
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 certain 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 (for information, call 1-202-942-8090) or, after paying a
duplicating fee, by E-mail request to [email protected], or by writing to the
SEC's Public Reference Section, Washington, DC 20549-0102.
Printed on recycled paper.
50% post-consumer.
Process chlorine free.
Vegetable-based ink.
(c) 2000 Dreyfus Service Corporation
035P1000
------------------------------------------------------------------------------
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
OCTOBER 1, 2000
------------------------------------------------------------------------------
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 October 1, 2000, 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-12
Purchase of Shares.................................................... B-17
Distribution Plans and Shareholder Services Plans..................... B-24
Redemption of Shares.................................................. B-26
Shareholder Services.................................................. B-31
Determination of Net Asset Value...................................... B-37
Dividends, Distributions and Taxes.................................... B-38
Portfolio Transactions................................................ B-40
Performane 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.
Dreyfus Service Corporation (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
Dreyfus Service Corporation.............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. Chairman of the Board and Chief
Executive Officer of the Dun and Bradstreet Corporation and 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, IMS Health, a service provider of
marketing information and information technology, MCI WorldCom and
Mutual of America Life Insurance Company. He is 66 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 The International Executive Service Corporation. 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 of the Atlantic Council of the U.S. and a
member of the Council on Foreign Relations. From 1980 to 1994, Mrs. Benson
was a director of The Grumman Corporation, from 1990 to 1998, she was a
director of General RE Corporation, and from 1987 to 1999 she was a
director of Logistics Management Institute. 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.
JOSEPHS. 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, 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 Company, Inc.), a button packager and
distributor, Century Business Services, Inc.(formerly, International
Alliance Services, Inc.), a provider of various outsourcing services for
small and medium size companies and QuickCAT.com, Inc., a private company
engaged in the development of high speed movement, routing, storage and
encryption of data across cable, wireless and other modes of data
transport. 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 the
Distributor. From August 1994 until December 31, 1994, he was a director
of Mellon Financial 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 its allocated portion of an annual
retainer fee of $25,000 and a fee of $4,000 per meeting ($500 per telephone
meeting) attended for the Fund and four other funds in the Dreyfus Family of
Funds, and reimburses them for their expenses. The Chairman of the Board
receives an additional 25% of such compensation. Emeritus Directors, if any, are
entitled to receive an annual retainer and a per meeting fee of one-half the
amount paid to them as a Director. The aggregate compensation paid to each
Director by the Fund for the fiscal year ended May 31, 2000, 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, 1999, was as follows:
Total
Compensation
Aggregate From Fund and Fund
Name of Board Compensation Complex Paid to
Member From Fund** Board Member
Clifford L. Alexander $10,031 $ 85,378 (43)
Lucy Wilson Benson $10,031 $ 76,500 (29)
Joseph S. DiMartino $12,538 $642,177 (189)
-------------------------
* 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 $2,954 for all Directors as a group.
Officers of the Fund
STEPHEN E. CANTER, President. President, Chief Operating Officer, Chief
Investment Officer and a director of the Manager, and an officer of
other investment companies advised and administered by the Manager. Mr.
Canter also is a Director or an Executive Committee Member of the other
investment management subsidiaries of Mellon Financial Corporation,
each of which is an affiliate of the Manager. He is 54 years old.
MARK N. JACOBS, Vice President. Vice President, Secretary and General
Counsel of the Manager, and an officer of other investment companies
advised and administered by the Manager. He is 54 years old.
JOSEPH CONNOLLY, Vice President and Treasurer. Director - Mutual Fund Accounting
of the Manager, and an officer of other investment companies advised and
administered by the Manager. He is 43 years old.
STEVEN F. NEWMAN, Secretary. Assistant Secretary and Associate General
Counsel of the Manager, and an officer of other investment companies
advised and administered by the Manager. He is 51 years old.
MICHAEL A. ROSENBERG, Assistant Secretary. Associate General Counsel of the
Manager, and an officer of other investment companies advised and
administered by the Manager. He is 40 years old.
JEFF PRUSNOFSKY, Assistant Secretary. Assistant General Counsel of the Manager,
and an officer of other investment companies advised and administered by
the Manager. He is 35 years old.
JAMES WINDELS, Assistant Treasurer. Senior Treasury Manager of the Manager, and
an officer of other investment companies advised and administered by the
Manager. He is 41 years old.
The address of each Fund officer is 200 Park Avenue, New York, NY 10166.
Directors and officers of the Fund, as a group, owned less than 1% of the
outstanding common stock of the Fund on September 1, 2000.
The following persons are known by the Fund to own 5% or more of the
Fund's voting securities outstanding on September 1, 2000:
Class Z - Nationwide Life Insurance Company, FBO NACO Variable Account,
c/o IPO CO 64, PO Box 182029, Columbus, OH 43218-2029 - 7.2384%; Nationwide QPVA
(Qualified Plans Variable Account), c/o IPO CO 67, PO Box 182029, Columbus, OH
43218-2029 - 6.5805%; Nationwide DC Variable Account, c/o IPO CO 53, PO Box
182029, Columbus, OH 43218-2029 - 5.6491%; Class A - Robert W. Baird & Co. Inc.
A/C 1973-9415, 777 East Wisconsin Avenue, Milwaukee, WI 53202-5391 - 6.3127%;
Class B - MLPF & S For the Sole Benefit of its Customers, Attn: Fund
Administration, A/C 97 BYI, 4800 Deer Lake Drive E FL 3, Jacksonville, FL
32246-6484 - 7.5608%; Class C - MLPF & S For the Sole Benefit of its Customers,
Attn: Fund Administration, A/C 97 G65, 4800 Deer Lake Drive E FL 3,
Jacksonville, FL 32246-6484 - 21.3290%; Class R - State of Wisconsin DC Plan, PO
Box 20629, Columbus, OH 43220-0629 - 95.0113%; Class T Doris J. Running TTEE,
Doris J Running Trust, U/A DTD 3-30-89, As Amended, 6036 Maple Ridge Drive, Bay
City, MI 48706-9064 - 17.6461%; First Clearing Corporation A/C 7179-4164, Gail D
Shookoff-Moskowitz, Sep IRA FCC As Custodian, 9502 Branway CT, Richmond, VA
23229-7012 - 9.9983%; AG Edwards & Sons Inc. Cust, FBO Joseph A Jackson Rollover
IRA, 20071 Scarborough RD Saucier, MS 39574-9325 - 8.7040%; Painewebber for the
Benefit of Texas MFD Housing ASSN Inc., 401 K Plan UAD 2/26/98, c/o W Ehrle/S
Rogers TTEES, 2215 E Anderson Lane, Austin, TX 78752-1924 - 8.3959%; First
Clearing Corporation A/C 7646-1208, Robert L Swan, 2329 Hudson Terr Apt C-9,
Fort Lee, NJ 07024-7960 - 5.0543%.
MANAGEMENT ARRANGEMENTS
Investment Adviser. The Manager is a wholly-owned subsidiary of Mellon
Bank, N.A., which is a wholly-owned subsidiary of Mellon Financial Corporation
("Mellon"). Mellon is a multibank financial 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 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") between the Manager and the Fund. The
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 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 the Fund or the Manager, by vote cast in
person at a meeting called for the purpose of voting on such approval. The
Agreement is terminable without penalty on 60 days' notice by the Board 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, 1998, 1999 and 2000, the Fund paid the Manager pursuant to
the Agreement a fee of $5,963,715, $7,521,525 and $9,708,257, 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; J. David Officer, Vice Chairman
and a director; Ronald P. O'Hanley III, Vice Chairman; William T. Sandalls,
Jr., Executive Vice President; Stephen R. Byers, Senior Vice President;
Patrice M. Kozlowski, Senior Vice President-Corporate Communications; Mark N.
Jacobs, Vice President, General Counsel and Secretary; Diane P. Durnin, Vice
President-Product Development; Mary Beth Leibig, Vice President-Human
Resources; Ray Van Cott, Vice President-Information Systems; Theodore A.
Schachar, Vice President-Tax; Wendy Strutt, 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 G. 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's Code of Ethics subjects its employees' personal securities
transactions to various restrictions to ensure that such trading does not
disadvantage any fund managed by the Manager. In that regard, portfolio managers
and other investment personnel of the Manager must preclear and report their
personal securities transactions and holdings, which are reviewed for compliance
with the Code of Ethics, and are also subject to the oversight of Mellon's
Investment Ethics Committee. Portfolio managers and other investment personnel
who comply with the Code of Ethics' 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 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 of
Total Assets 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, 1998 and 1999, Dreyfus paid NCM a sub-investment advisory
fee of $1,166,450 and $1,682,175, respectively, pursuant to the Former Amended
and Restated Sub-Advisory Agreement. For the period from June 1, 1999 to June
14, 1999, the Manager paid NCM a sub-advisory fee of $78,677 pursuant to the
Former Amended and Restated Sub-Advisory Agreement and for the period from June
15, 1999 to May 31, 2000, the Manager paid NCM a sub-advisory fee of $2,281,088
pursuant to the Sub-Investment Advisory Agreement.
The following persons are officers and/or directors of NCM; Maceo K.
Sloan, Chairman and Chief Executive Officer; 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; 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, Senior
Vice President, Director of Equities; Mellissa Thomas, Vice President, Client
Services; Randell Cain, Jr., CFA, Vice President, Portfolio Manager; Shayne
John, Vice President, Portfolio Manager.
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, with respect
to Class Z of the Fund, 1 1/2% of the average value of the Fund's net assets
attributable to its Class Z shares, 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 200 Park Avenue, New York, New
York 10166, serves as the Fund's distributor on a best efforts basis pursuant to
an agreement which is renewable annually. From August 23, 1994 through March 21,
2000, Premier Mutual Fund Services, Inc. ("Premier") acted as the Fund's
distributor. For the period from August 31, 1999 through March 21, 2000, Premier
retained $29,759 from sales loads on Class A shares, and $282 from sales loads
on Class T shares. For the period from March 22, 2000 through May 31, 2000, the
Distributor retained $12,888 from sales loads on Class A shares, $297 from CDSCs
on Class C shares and $24 from sales loads on Class T shares.
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 to holders of those Fund accounts which existed
on August 30, 1999 and continue to exist at the time of purchase. In addition,
certain broker-dealers and other financial institutions maintaining accounts
with the Fund on August 30, 1999 may open new accounts in Class Z of the Fund on
behalf of Retirement Plans and "wrap accounts" or similar programs.
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
Builder(R), 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
-----------------------------
As a % of As a % of Dealers'
Amount of Transaction offering net asset Reallowance as
--------------------- price per value per a % of
share 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, the Dreyfus Family of Funds, certain Funds
advised by Founders Asset Management LLC ("Founders"), an affiliate of Dreyfus,
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, certain funds in the Dreyfus Family of Funds, certain Funds advised by
Founders 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, 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
Offering price net asset value as a % of
Amount of Transaction per share per share offering price
--------------------- ------------- --------------- --------------
Less than $50,000 ... 4.50 4.70 4.00
$50,000 to less than $100,000. 4.00 4.20 3.50
$100,000 to less than $250,000 3.00 3.10 2.50
$250,000 to less than $500,000 2.00 2.00 1.75
$500,000 to less than $1,000,000 1.50 1.50 1.25
$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.
Class T shares are offered at net asset value without a sales load to
employees participating in Eligible Benefit Plans. Class T 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, the Dreyfus Family of Funds, certain funds
advised by Founders or certain other products made available by the Distributor
to such plans, or (b) invested all of its assets in funds in the Dreyfus Premier
Family of Funds, certain funds in the Dreyfus Family of Funds, certain funds
advised by Founders or certain other products made available by the Distributor
to such plans.
Class T 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 Dreyfus or its affiliates.
The purchase of Class T shares of the Fund 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.
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 net asset value of the
Fund's Class A shares on May 31,2000:
NAV per share $13.95
Per Share Sales Charge - 5.75% of offering price
(6.10% of net asset value per share) $ .85
Per Share Offering Price to Public $14.80
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 net asset value of the
Fund's Class T shares on May 31, 2000:
NAV per share $13.85
Per Share Sales Charge - 4.50% of offering price
(4.70% of net asset value per share) $ .65
Per Share Offering Price to Public $14.50
Right of Accumulation--Class A and Class T Shares. Reduced sales loads
apply to any purchase of Class A and T shares, shares of other funds in the
Dreyfus Premier Family of Funds which are sold with a sales load, shares of
certain other funds advised by Dreyfus or Founders 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." The Distributor compensates certain Agents for selling Class B shares
at the time of purchase from the Distributor's own assets. The proceeds of the
CDSC and the distribution fee, in part, are used to defray these expenses.
Approximately six years after the date of purchase, Class B shares
automatically will convert to Class A shares, based on the relative net asset
values for shares of each such Class. Class B shares that have been acquired
through the reinvestment of dividends and distributions will be converted on a
pro rata basis together with other Class B shares, in the proportion that a
shareholder's Class B shares converting to Class A shares bears to the total
Class B shares not acquired through the reinvestment of dividends and
distributions.
Class C Shares. The public offering price for Class C shares is the net
asset value per share of that Class. No initial sales charge is imposed at the
time of purchase. A CDSC is imposed, however, on redemptions of Class C shares
made within the first year of purchase. See "Class B Shares" above and
"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. 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.
For the period from August 31, 1999 through March 21, 2000, the Fund paid
Premier $13,007 and $4,954, with respect to Class B and Class C shares,
respectively, pursuant to the Class B and Class C Distribution Plan, and $95,
for Class T shares pursuant to the Class T Distribution Plan. For the period
from March 22, 2000 through May 31, 2000, the Fund paid the Distributor $31,517
and $8,468, with respect to Class B and Class C shares, respectively, pursuant
to the Class B and Class C Distribution Plan, and $223 for Class T shares
pursuant to the Class T Distribution Plan.
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. 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, 2000, the Fund paid the Distributor
$1,008,834, with respect to Class Z shares, pursuant to the Class Z Shareholder
Services Plan. For the period from August 31, 1999 through March 21, 2000, the
Fund paid Premier $3,053, $4,335, $1,651 and $95 with respect to Class A, Class
B, Class C and Class T shares, respectively, pursuant to the Class A, Class B,
Class C and Class T Shareholder Services Plan. For the period from March 22,
2000 through May 31, 2000, the Fund paid the Distributor $5,798, $10,506, $2,823
and $223, with respect to Class A, Class B, Class C and Class T shares,
respectively, pursuant to the Class A, Class B, Class C and Class T, Shareholder
Services Plan.
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 Touch(R) 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 or
Was Made 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. You may purchase, in exchange for shares of the Fund,
shares of the same Class of another fund in the Dreyfus Premier Family of Funds,
shares of the same Class of certain funds advised by Founders, or shares of
certain other funds in the Dreyfus Family of Funds, and, with respect to Class T
shares of the Fund, Class A shares of certain Dreyfus Premier fixed-income
funds, to the extent such shares are offered for sale in your state of
residence. 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 Touch(R) 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. Dreyfus Auto-Exchange Privilege permits
you to purchase (on a semi-monthly, monthly, quarterly or annual basis), in
exchange for shares of the Fund, shares of the same Class of another fund in the
Dreyfus Premier Family of Funds, shares of the same Class of certain funds
advised by Founders, or shares of certain other funds in the Dreyfus Family of
Funds, and, with respect to Class T shares of the Fund, Class A shares of
certain Dreyfus Premier fixed-income 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 Builder(R). Dreyfus-Automatic Asset Builder
permits you to purchase Fund shares (minimum of $100 and maximum of $150,000 per
transaction) at regular intervals selected by you. Fund shares are purchased by
transferring funds from the bank account designated by you.
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 or dividends and capital gain distributions, if
any, from the Fund in shares of the same Class of another fund in the Dreyfus
Premier Family of Funds, shares of the same Class of certain funds advised by
Founders, or shares of certain other funds in the Dreyfus Family of Funds, and,
with respect to Class T shares of the Fund, in Class A shares of certain Dreyfus
Premier fixed-income 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 any amount withdrawn under
the plan does not exceed on an annual basis of 12% of the greater of: (1) the
account value at the time of the first withdrawal under the Automatic Withdrawal
Plan, or (2) the account value at the time of the subsequent withdrawal.
Withdrawals with respect to Class B shares under the Automatic Withdrawal Plan
that exceed such amounts will be subject to a CDSC. 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 Builder(R),
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, 2000 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, 1998, 1999 and 2000, the Fund paid total brokerage commissions of
$1,049,596, $1,430,703 and $1,221,556, 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 $0, $90,677 and $39,602 in fiscal years 1998, 1999 and
2000, respectively, none of which was paid to the Distributor.
Dreyfus may use research services of and place brokerage transactions with
broker-dealers affiliated with it or Mellon Bank if the commissions are
reasonable, fair and comparable to commissions charged by non-affiliated
brokerage firms for similar services. During the fiscal year ended May 31, 2000,
the Fund paid to Dreyfus Brokerage Services, Inc. ("DBS") brokerage commissions
of $36,212. The amount paid to DBS during the fiscal year ended May 31, 2000,
was approximately 3% of the aggregate brokerage commissions paid by the Fund,
for transactions involving approximately 6% of the aggregate dollar volume of
transactions for which the Fund paid brokerage commissions. The difference in
these percentages was due to the lower commissions paid to affiliates of
Dreyfus.
The Fund's portfolio turnover rates (exclusive of U.S. Government
securities and short-term investments) for the fiscal years ended May 31, 1999
and 2000 were 75.88% and 60.20%, 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
$314,559,657 $303,689
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 this Class of
the Fund's shares, which was redesignated as Class Z shares on August 31, 1999,
for the one, five and ten year periods ended May 31, 2000 was 20.91%, 25.56% and
16.61%, 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 Class Z shares for the period March 29,
1972 (the Fund's inception) to May 31, 2000 was 3,726.97%. The Fund's aggregate
total return for Class A, Class B, Class C, Class R and Class T shares for the
period from August 31, 1999 (the inception date of Class A, Class B, Class C,
Class R and Class T shares) to May 31, 2000 was 8.32%, 10.34%, 13.34%, 15.30%
and 8.99%, respectively. Without giving effect to the applicable front-end sales
load, the aggregate total return for Class A and Class T, for the same period,
was 14.90% and 14.14%, respectively. Without giving effect to the applicable
CDSC, the aggregate total return for Class B and Class C shares was 14.34% and
14.34%, respectively, for the same period. Total return is calculated by
subtracting the amount of the Fund's net asset value (maximum offering price in
the case of Class A 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.
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 PREMIER THIRD CENTURY FUND, INC.
PART C. OTHER INFORMATION
--------------------------------
Item 23. Exhibits
------- ----------
(a)(1) 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").
(a)(2) Articles of Amendment and Restatement.
(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)(1) Management Agreement is 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.
(d)(2) Sub-Investment Advisory Agreement.
(e) Distribution Agreement.
(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.
(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.
(m) Rule 12b-1 Distribution Plans.
(n) Rule 18f-3 Plan.
(p)(1) Code of Ethics adopted by the Registrant.
(p)(2) Code of Ethics adopted by the Sub-Investment Adviser to the
Registrant.
Item 23. Exhibits. - List (continued)
------- -----------------------------------------------------
Other Exhibits
--------------
(a) Powers of Attorney of the Board members and officers.
(b) Certificate of Assistant Secretary.
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 Board member, 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 Board member, 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.
Reference is also made to the Distribution Agreement attached as
Exhibit (e).
Item 26. Business and Other Connections of Investment Adviser.
------- ----------------------------------------------------
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business consists
primarily of providing investment management services as the
investment adviser and manager for sponsored investment companies
registered under the Investment Company Act of 1940 and as an
investment adviser to institutional and individual accounts. Dreyfus
also serves as sub-investment adviser to and/or administrator of
other investment companies. Dreyfus Service Corporation, a
wholly-owned subsidiary of Dreyfus, serves primarily as a registered
broker-dealer and distributor of other investment companies advised
and administered by Dreyfus. Dreyfus Investment Advisors, Inc.,
another wholly-owned subsidiary, provides investment management
services to various pension plans, institutions and individuals.
Item 26. Business and Other Connections of Investment Adviser (continued)
-------- ----------------------------------------------------------------
(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 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;
SCANA Corporation;
Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, NY 10017;
EDITH H. NOEL None
Senior Vice President,
Corporate Secretary and
Treasurer
BENJAMIN BLANKNEY None
President and
Chief Operating Officer
CLIFFORD D. MPARE, CFA, CMA None
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
TAMMIE E. COLEY None
Senior Vice President and
Chief Financial Officer
DAVID C. CARTER None
Vice President,
Senior Portfolio Manager
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
Senior Vice President
Director of Equities
MELLISSA THOMAS
Vice President - Client Services
RANDELL A. CAIN, Jr. CFA
Vice President - Portfolio Manager
SHAYNE JOHN
Vice President - Portfolio Manager
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ITEM 26. Business and Other Connections of Investment Adviser (continued)
----------------------------------------------------------------------------------
Officers and Directors of Investment Adviser
Name and Position
With Dreyfus Other Businesses Position Held Dates
CHRISTOPHER M. CONDRON Franklin Portfolio Associates, Director 1/97 - Present
Chairman of the Board and LLC*
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
Director 4/95 - 1/98
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 Financial Corporation+ Chief Operating Officer 1/99 - Present
President 1/99 - Present
Director 1/98 - Present
Vice Chairman 11/94 - 1/99
Founders Asset Management, Chairman 12/97 - Present
LLC**** Director 12/97 - Present
The Boston Company, Inc.* Vice Chairman 1/94 - Present
Director 5/93 - Present
Laurel Capital Advisors, LLP+ Executive 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 - 1/97
Strategies, Inc. * Director 6/89 - 1/97
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 Financial 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, Director 2/99 - Present
LLC*
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***
Founders Asset Management, Member, Board of 12/97 - Present
LLC**** Managers
Acting Chief Executive 7/98 - 12/98
Officer
The Dreyfus Trust Company+++ Director 6/95 - Present
Chairman 1/99 - Present
President 1/99 - Present
Chief Executive Officer 1/99 - Present
THOMAS F. EGGERS Dreyfus Service Corporation++ Chief Executive Officer 3/00 - Present
Vice Chairman - Institutional and Chairman of the
and Director Board
Executive Vice President 4/96 - 3/00
Director 9/96 - Present
Founders Asset Management, Member, Board of 2/99 - Present
LLC**** Managers
Dreyfus Investment Advisors, Inc. Director 1/00 - Present
Dreyfus Service Organization, Director 3/99 - Present
Inc.++
Dreyfus Insurance Agency of Director 3/99 - Present
Massachusetts, Inc. +++
Dreyfus Brokerage Services, Inc. Director 11/97 - 6/98
401 North Maple Avenue
Beverly Hills, CA.
STEVEN G. ELLIOTT Mellon Financial 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 Executive Officer 8/87 - Present
Director 8/87 - Present
President 8/87 - Present
Mellon Overseas Investments Director 4/88 - Present
Corporation+
Mellon Financial Services Treasurer 12/87 - Present
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 - 12/99
Vice Chairman Advisors, Inc.++
Dreyfus Brokerage Services, Inc. Chairman 11/97 - 2/99
401 North Maple Ave. Chief Executive Officer 11/97 - 2/98
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 - 3/99
Organization, Inc.++ President 1/97 - 3/99
Seven Six Seven Agency, Inc. ++ Director 1/97 - 4/99
Dreyfus Insurance Agency of Chairman 5/97 - 3/99
Massachusetts, Inc.++++ President 5/97 - 3/99
Director 5/97 - 3/99
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 - 6/99
Corporation++ President 5/97 - 6/99
Director 12/94 - 6/99
Founders Asset Management, Member, Board of 12/97 - 12/99
LLC**** Managers
The Boston Company Advisors, Chairman 12/95 - 1/99
Inc. Chief Executive Officer 12/95 - 1/99
Wilmington, DE President 12/95 - 1/99
The Boston Company, Inc.* Director 5/93 - 1/99
President 5/93 - 1/99
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
Laurel Capital Advisors, Inc. + Trustee 12/91 - 1/98
Chairman 9/93 - 1/98
President and CEO 12/91 - 1/98
Boston Group Holdings, Inc.* Director 5/93 - Present
President 5/93 - Present
Boston Safe Deposit and Trust Director 6/93 - 1/99
Company+ Executive Vice President 6/93 - 4/98
MARTIN G. MCGUINN Mellon Financial 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
J. DAVID OFFICER Dreyfus Service Corporation++ President 3/00 - Present
Vice Chairman Executive Vice President 5/98 - 3/00
and Director Director 3/99 - Present
Dreyfus Service Organization, Director 3/99 - Present
Inc.++
Dreyfus Insurance Agency of Director 5/98 - Present
Massachusetts, Inc.++++
Dreyfus Brokerage Services, Inc. Chairman 3/99 - Present
401 North Maple Avenue
Beverly Hills, CA
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 - 1/99
Corporation*
RECO, Inc.* President 11/96 - Present
Director 11/96 - Present
The Boston Company Financial President 8/96 - 6/99
Services, Inc.* Director 8/96 - 6/99
Boston Safe Deposit and Trust Director 7/96 - Present
Company* President 7/96 - 1/99
Mellon Trust of New York Director 6/96 - Present
1301 Avenue of the Americas
New York, NY 10019
Mellon Trust of California Director 6/96 - Present
400 South Hope Street
Suite 400
Los Angeles, CA 90071
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, President 12/98 - Present
Director LLC**** Chief Executive Officer 12/98 - Present
Prudential Securities Senior Vice President 07/91 - 11/98
New York, NY Regional Director 07/91 - 11/98
RICHARD F. SYRON Thermo Electron President 6/99 - Present
Director 81 Wyman Street Chief Executive Officer 6/99 - Present
Waltham, MA 02454-9046
American Stock Exchange Chairman 4/94 - 6/99
86 Trinity Place Chief Executive Officer 4/94 - 6/99
New York, NY 10006
RONALD P. O'HANLEY Franklin Portfolio Holdings, Inc.* Director 3/97 - Present
Vice Chairman
Franklin Portfolio Associates, Director 3/97 - Present
LLC*
Boston Safe Deposit and Trust Executive Committee 1/99 - Present
Company* Member
Director 1/99 - Present
The Boston Company, Inc.* Executive Committee 1/99 - Present
Member 1/99 - Present
Director
Buck Consultants, Inc.++ Director 7/97 - Present
Newton Asset Management LTD Executive Committee 10/98 - Present
(UK) Member
London, England Director 10/98 - Present
Mellon Asset Management Non-Resident Director 11/98 - Present
(Japan) Co., LTD
Tokyo, Japan
TBCAM Holdings, Inc.* Director 10/97 - Present
The Boston Company Asset Director 1/98 - Present
Management, LLC*
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 2/97 -Present
Corporation***
Certus Asset Advisors Corp.** Director 2/97 - Present
Mellon Bond Associates, LLP+ Trustee 1/98 - Present
Chairman 1/98 - Present
Mellon Equity Associates, LLP+ Trustee 1/98 - Present
Chairman 1/98 - Present
Mellon-France Corporation+ Director 3/97 - Present
Laurel Capital Advisors+ Trustee 3/97 - Present
STEPHEN R. BYERS Dreyfus Service Corporation++ Senior Vice President 3/00 - Present
Director of Investments and
Senior Vice President
Gruntal & Co., LLC Executive Vice President 5/97 - 11/99
New York, NY Partner 5/97 - 11/99
Executive Committee 5/97 - 11/99
Member
Board of Directors 5/97 - 11/99
Member
Treasurer 5/97 - 11/99
Chief Financial Officer 5/97 - 6/99
PATRICE M. KOZLOWSKI None
Senior Vice President - Corporate
Communications
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 - 3/99
Organization, Inc.++
WILLIAM H. MARESCA The Dreyfus Trust Company+++ Chief Financial Officer 3/99 - Present
Controller Treasurer 9/98 - Present
Director 3/97 - Present
Dreyfus Service Corporation++ Chief Financial Officer 12/98 - Present
Director 8/00 - 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 Treasurer 3/99 - Present
Organization, Inc.++ Assistant Treasurer 3/93 - 3/99
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 - 8/00
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
Dreyfus-Lincoln, Inc. Director 12/96 - Present
4500 New Linden Hill Road President 1/97 - Present
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
The Dreyfus Trust Company +++ Director 1/96 - Present
Dreyfus Service Organization, Treasurer 10/96 - 3/99
Inc.++
Dreyfus Insurance Agency of Director 5/97 - 3/99
Massachusetts, Inc.++++ Treasurer 5/97 - 3/99
Executive Vice President 5/97 - 3/99
DIANE P. DURNIN Dreyfus Service Corporation++ Senior Vice President - 5/95 - 3/99
Vice President - Product Marketing and Advertising
Development Division
MARY BETH LEIBIG None
Vice President -
Human Resources
THEODORE A. SCHACHAR Dreyfus Service Corporation++ Vice President -Tax 10/96 - Present
Vice President - Tax
The Dreyfus Consumer Credit Chairman 6/99 - Present
Corporation ++ President 6/99 - Present
Dreyfus Investment Advisors, Vice President - Tax 10/96 - Present
Inc.++
Dreyfus Precious Metals, Inc. +++ Vice President - Tax 10/96 - 12/98
Dreyfus Service Organization, Vice President - Tax 10/96 - Present
Inc.++
WENDY STRUTT None
Vice President
RAYMOND J. VAN COTT Mellon Financial Corporation+ Vice President 7/98 - Present
Vice President -
Information Systems
Computer Sciences Corporation Vice President 1/96 - 7/98
El Segundo, CA
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 2930 East Third Avenue, Denver, Colorado 80206.
+ 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 27. Principal Underwriters
-------- ----------------------
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or exclusive
distributor:
1) Dreyfus A Bonds Plus, Inc.
2) Dreyfus Appreciation Fund, Inc.
3) Dreyfus Balanced Fund, Inc.
4) Dreyfus BASIC GNMA Fund
5) Dreyfus BASIC Money Market Fund, Inc.
6) Dreyfus BASIC Municipal Fund, Inc.
7) Dreyfus BASIC U.S. Government Money Market Fund
8) Dreyfus California Intermediate Municipal Bond Fund
9) Dreyfus California Tax Exempt Bond Fund, Inc.
10) Dreyfus California Tax Exempt Money Market Fund
11) Dreyfus Cash Management
12) Dreyfus Cash Management Plus, Inc.
13) Dreyfus Connecticut Intermediate Municipal Bond Fund
14) Dreyfus Connecticut Municipal Money Market Fund, Inc.
15) Dreyfus Florida Intermediate Municipal Bond Fund
16) Dreyfus Florida Municipal Money Market Fund
17) Dreyfus Founders Funds, Inc.
18) The Dreyfus Fund Incorporated
19) Dreyfus Global Bond Fund, Inc.
20) Dreyfus Global Growth Fund
21) Dreyfus GNMA Fund, Inc.
22) Dreyfus Government Cash Management Funds
23) Dreyfus Growth and Income Fund, Inc.
24) Dreyfus Growth and Value Funds, Inc.
25) Dreyfus Growth Opportunity Fund, Inc.
26) Dreyfus Debt and Equity Funds
27) Dreyfus Index Funds, Inc.
28) Dreyfus Institutional Money Market Fund
29) Dreyfus Institutional Preferred Money Market Fund
30) Dreyfus Institutional Short Term Treasury Fund
31) Dreyfus Insured Municipal Bond Fund, Inc.
32) Dreyfus Intermediate Municipal Bond Fund, Inc.
33) Dreyfus International Funds, Inc.
34) Dreyfus Investment Grade Bond Funds, Inc.
35) Dreyfus Investment Portfolios
36) The Dreyfus/Laurel Funds, Inc.
37) The Dreyfus/Laurel Funds Trust
38) The Dreyfus/Laurel Tax-Free Municipal Funds
39) Dreyfus LifeTime Portfolios, Inc.
40) Dreyfus Liquid Assets, Inc.
41) Dreyfus Massachusetts Intermediate Municipal Bond Fund
42) Dreyfus Massachusetts Municipal Money Market Fund
43) Dreyfus Massachusetts Tax Exempt Bond Fund
44) Dreyfus MidCap Index Fund
45) Dreyfus Money Market Instruments, Inc.
46) Dreyfus Municipal Bond Fund, Inc.
47) Dreyfus Municipal Cash Management Plus
48) Dreyfus Municipal Money Market Fund, Inc.
49) Dreyfus New Jersey Intermediate Municipal Bond Fund
50) Dreyfus New Jersey Municipal Bond Fund, Inc.
51) Dreyfus New Jersey Municipal Money Market Fund, Inc.
52) Dreyfus New Leaders Fund, Inc.
53) Dreyfus New York Municipal Cash Management
54) Dreyfus New York Tax Exempt Bond Fund, Inc.
55) Dreyfus New York Tax Exempt Intermediate Bond Fund
56) Dreyfus New York Tax Exempt Money Market Fund
57) Dreyfus U.S. Treasury Intermediate Term Fund
58) Dreyfus U.S. Treasury Long Term Fund
59) Dreyfus 100% U.S. Treasury Money Market Fund
60) Dreyfus U.S. Treasury Short Term Fund
61) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
62) Dreyfus Pennsylvania Municipal Money Market Fund
63) Dreyfus Premier California Municipal Bond Fund
64) Dreyfus Premier Equity Funds, Inc.
65) Dreyfus Premier International Funds, Inc.
66) Dreyfus Premier GNMA Fund
67) Dreyfus Premier Opportunity Funds
68) Dreyfus Premier Worldwide Growth Fund, Inc.
69) Dreyfus Premier Municipal Bond Fund
70) Dreyfus Premier New York Municipal Bond Fund
71) Dreyfus Premier State Municipal Bond Fund
72) Dreyfus Premier Value Equity Funds
73) Dreyfus Short-Intermediate Government Fund
74) Dreyfus Short-Intermediate Municipal Bond Fund
75) The Dreyfus Socially Responsible Growth Fund, Inc.
76) Dreyfus Stock Index Fund
77) Dreyfus Tax Exempt Cash Management
78) The Dreyfus Premier Third Century Fund, Inc.
79) Dreyfus Treasury Cash Management
80) Dreyfus Treasury Prime Cash Management
81) Dreyfus Variable Investment Fund
82) Dreyfus Worldwide Dollar Money Market Fund, Inc.
83) General California Municipal Bond Fund, Inc.
84) General California Municipal Money Market Fund
85) General Government Securities Money Market Funds, Inc.
86) General Money Market Fund, Inc.
87) General Municipal Bond Fund, Inc.
88) General Municipal Money Market Funds, Inc.
89) General New York Municipal Bond Fund, Inc.
90) General New York Municipal Money Market Fund
<TABLE>
<CAPTION>
<S> <C> <C>
(b)
Positions and
Name and principal Offices with
Business address Positions and offices with the Distributor Registrant
---------------- ------------------------------------------ ----------
Thomas F. Eggers * Chief Executive Officer and Chairman of the Board None
J. David Officer * President and Director None
Stephen Burke * Executive Vice President and Director None
Charles Cardona * Executive Vice President and Director None
Anthony DeVivio ** Executive Vice President and Director None
Michael Millard ** Executive Vice President and Director None
David K. Mossman ** Executive Vice President None
Jeffrey N. Nachman *** Executive Vice President and Chief Operations Officer None
William T. Sandalls, Jr. * Executive Vice President None
William H. Maresca * Chief Financial Officer and Director None
James Book **** Senior Vice President None
Ken Bradle ** Senior Vice President None
Stephen R. Byers * Senior Vice President None
Joseph Connolly * Senior Vice President Vice President
and Treasurer
Joseph Ecks + Senior Vice President None
William Glenn * Senior Vice President None
Bradley Skapyak * Senior Vice President None
Jane Knight * Chief Legal Officer and Secretary None
Stephen Storen * Chief Compliance Officer None
Jeffrey Cannizzaro * Vice President - Compliance None
John Geli ** Vice President None
Maria Georgopoulos * Vice President - Facilities Management None
William Germenis * Vice President - Compliance None
Walter T. Harris * Vice President None
Janice Hayles * Vice President None
Hal Marshall * Vice President - Compliance None
Paul Molloy * Vice President None
B.J. Ralston ** Vice President None
Theodore A. Schachar * Vice President - Tax None
James Windels * Vice President None
James Bitetto * Assistant Secretary None
Ronald Jamison * Assistant Secretary None
* Principal business address is 200 Park Avenue, New York, NY 10166.
** Principal business address is 144 Glenn Curtiss Blvd., Uniondale, NY 11556-0144.
*** Principal business address is 401 North Maple Avenue, Beverly Hills, CA 90210.
**** Principal business address is One Mellon Bank Center, Pittsburgh, PA 15258
+ Principal business address is One Boston Place, Boston, MA 02108
</TABLE>
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, RI 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 25th day of September, 2000.
THE DREYFUS PREMIER THIRD CENTURY FUND, INC.
BY: /s/ Stephen Canter*
Stephen E. Canter, 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/ Stephen E. Canter* President (Principal Executive 9/25/00
------------------------------------ Officer)
Stephen E. Canter
/s/ Joseph Connolly* Vice President and Treasurer 9/25/00
------------------------------------ (Principal Financial Officer)
Joseph Connolly
/s/ Joseph S. DiMartino* Chairman of the Board 9/25/00
------------------------------------
Joseph S. DiMartino
/s/ Clifford L. Alexander, Jr.* Trustee 9/25/00
------------------------------------
Clifford L. Alexander, Jr.
/s/ Lucy Wilson Benson* Trustee 9/25/00
------------------------------------
Lucy Wilson Benson
*BY: /s/ Jeff Prusnofsky
------------------------------
Jeff Prusnofsky
Attorney-in-Fact
EXHIBIT INDEX
Exhibits
(a)(2) Articles of Amendment and Restatement
(d)(1) Sub-Investment Advisory Agreement.
(e) Distribution Agreement.
(h) Shareholder Services Plan.
(j) Consent of Independent Auditors.
(m) Rule 12b-1 Distribution Plans.
(n) Rule 18f-3 Plan.
(p)(1) Code of Ethics adopted by the Registrant.
(p)(2) Code of Ethics adopted by the Sub-Investment adviser to the
Registrant.
Other Exhibits
(a) Powers of Attorney.
(b) Certificate of Assistant Secretary.
