Registration No. 33-43846
811-524
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. 94 /X/
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 35
THE DREYFUS/LAUREL FUNDS TRUST
__________________________________________________________________________
(Exact Name of Registrant as Specified in Charter)
200 Park Avenue - 55th floor
New York, New York 10166
_______________________________________________________
(Address of Principal Executive Office) (ZIP Code)
Registrant's Telephone Number, including area code: (800) 225-5267
__________________________________________________________________
John E. Pelletier
Secretary
The Dreyfus/Laurel Funds Trust
200 Park Avenue - 55th floor
New York, New York 10166
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
As soon as possible after this Post-Effective Amendment becomes effective.
It is proposed that this filing will become effective (check appropriate
box):
/X/ Immediately upon filing /_/ on (date) pursuant to
pursuant to paragraph (b) paragraph (b)
/_/ 60 days after filing pursuant /_/ on (date) pursuant to
to paragraph (a)(1) paragraph (a)(1)
/_/ 75 days after filing pursuant /_/ on (date) pursuant to
to paragraph (a)(2) paragraph (a)(2)
DC-172634.1
If appropriate, check the following box:
/_/ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The Registrant has registered an indefinite amount of securities
under the Securities Act of 1933 pursuant to Section 24(f) under the
Investment Company Act of 1940, accordingly no fee is payable herewith. A
Rule 24f-2 Notice for the Registrant's most recent fiscal year ended
December 31, 1994 was filed with the Commission on February 28, 1995.
Dreyfus Core Value Fund
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in Caption Prospectus Caption
Part A of
Form N-1A
1. Cover Page Cover Page
2. Synopsis Expense Summary
3. Condensed Financial Financial Highlights
Information
4. General Description of Investment Objective and
Registrant Policies; Further
Information About The
Fund
5. Management of the Fund Further Information About
The Fund; Management
6. Capital Stock and Other Cover Page; Investor
Securities Line; Distributions;
Taxes;
7. Purchase of Securities Expense Summary;
Being Offered Alternative Purchase
Methods; Special
Shareholder Services; How
to Invest in The
Dreyfus/Laurel Funds;
Distribution and Service
Plans; How to Exchange
Your Investment From One
Fund to Another;
8. Redemption or Repurchase How to Redeem Shares
9. Pending Legal Proceedings N.A.
Items in Statement of Additional
Part B of Information Caption
Form N-1A
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and Management of the Trust
History
13. Investment Objectives and Investment Policies
Policies
14. Management of the Fund Management of the Trust;
Trustees and Officers of
the Trust
15. Control Persons and Management of the Trust;
Principal Holders of Miscellaneous;
Securities
16. Investment Advisory and Management of the Trust;
Other Services Investment Manager;
Shareholder Services
17. Brokerage Allocation and Investment Policies;
Other Practices Portfolio Transactions
18. Capital Stock and Other Description of the Trust;
Securities See Prospectus -- "Cover
Page"; "How to Redeem
Fund Shares"; "Further
Information About The
Fund; The Dreyfus/Laurel
Funds Trust"
19. Purchase, Redemption and Purchase of Shares;
Pricing of Securities Being Distribution and Service
Offered Plans; Redemption of
Shares; Valuation of
Shares
20. Tax Status Taxes
21. Underwriters Purchase of Shares;
Distribution and Service
Plans; Amounts Expended
22. Calculation of Performance Performance Data
Data
23. Financial Statements Financial Statements
THE DREYFUS/LAUREL FUNDS TRUST
CONTENTS OF POST-EFFECTIVE AMENDMENT
This post-effective amendment to the registration Statement of The
Dreyfus/Laurel Funds Trust* contains the following documents:
Facing Sheet
Cross-Reference Sheet
Contents of Post-Effective Amendment
Part A - Prospectus
- Dreyfus Core Value Fund - Institutional Shares
- Dreyfus Core Value Fund - Investor and Class R
shares
Part B - Statement of Additional Information
- Dreyfus Core Value Fund
Part C - Other Information
Signature Page - The Dreyfus/Laurel Funds Trust
Exhibits
--------
* The currently effective prospectuses and statements of
additional information for each of the following series of
the Registrant are not affected by this Amendment: Dreyfus
Special Growth Fund, Premier Limited Term Government Securities
Fund and Premier Managed Income Fund.
- -----------------------------------------------------------------------------
PROSPECTUS APRIL 10, 1995
DREYFUS CORE VALUE FUND
- ----------------------------------------------------------------------------
DREYFUS CORE VALUE FUND (THE "FUND"), FORMERLY CALLED THE "LAUREL
CAPITAL APPRECIATION FUND," IS A SEPARATE PORTFOLIO OF THE DREYFUS/LAUREL
FUNDS TRUST, A MANAGEMENT INVESTMENT COMPANY (THE "COMPANY"), KNOWN AS A
MUTUAL FUND. THE FUND IS A DIVERSIFIED EQUITY FUND SEEKING LONG-TERM GROWTH
OF CAPITAL, WITH CURRENT INCOME AS A SECONDARY OBJECTIVE, PRIMARILY THROUGH
INVESTMENTS PRIMARILY IN COMMON STOCKS AND SECURITIES CONVERTIBLE INTO COMMON
STOCK.
BY THIS PROSPECTUS, THE FUND IS OFFERING INVESTOR SHARES AND CLASS R
SHARES. (CLASS R SHARES OF THE FUND WERE FORMERLY CALLED TRUST SHARES.)
INVESTOR SHARES AND CLASS R SHARES ARE IDENTICAL, EXCEPT AS TO THE SERVICES
OFFERED TO AND THE EXPENSES BORNE BY EACH CLASS. CLASS R SHARES ARE SOLD
PRIMARILY TO BANK TRUST DEPARTMENTS AND OTHER FINANCIAL SERVICE PROVIDERS
(INCLUDING MELLON BANK, N.A. AND ITS AFFILIATES) ("BANKS") ACTING ON BEHALF
OF CUSTOMERS HAVING A QUALIFIED TRUST OR INVESTMENT ACCOUNT OR RELATIONSHIP
AT SUCH INSTITUTION. INVESTOR SHARES ARE PRIMARILY SOLD TO RETAIL INVESTORS
BY THE FUND'S DISTRIBUTOR AND BY BANKS, SECURITIES BROKERS OR DEALERS AND
OTHER FINANCIAL INSTITUTIONS ("AGENTS") THAT HAVE ENTERED INTO A SELLING
AGREEMENT WITH THE FUND'S DISTRIBUTOR.
SHARES OF THE FUND ARE SOLD WITHOUT A SALES LOAD. INVESTOR SHARES OF
THE FUND ARE SUBJECT TO DISTRIBUTION AND SHAREHOLDER SERVICING FEES.
YOU CAN PURCHASE OR REDEEM FUND SHARES BY TELEPHONE USING THE DREYFUS
TELETRANSFER PRIVILEGE.
THE DREYFUS CORPORATION SERVES AS THE FUND'S INVESTMENT MANAGER. THE
DREYFUS CORPORATION IS REFERRED TO AS "DREYFUS."
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT
YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ CAREFULLY BEFORE YOU
INVEST AND RETAINED FOR FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION ("SAI") DATED APRIL 10, 1995,
WHICH MAY BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF
CERTAIN AREAS IN THIS PROSPECTUS AND OTHER MATTERS WHICH MAY BE OF INTEREST
TO SOME INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ("SEC") AND IS INCORPORATED HEREIN BY REFERENCE. FOR A FREE COPY,
WRITE TO THE FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK,
11556-0144, OR CALL 1-800-645-6561. WHEN TELEPHONING, ASK FOR OPERATOR 666.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
THE NET ASSET VALUE OF FUNDS OF THIS TYPE WILL FLUCTUATE FROM TIME TO TIME.
THE FEES TO WHICH THE FUND IS SUBJECT ARE SUMMARIZED IN THE "EXPENSE
SUMMARY" SECTION OF THE FUND'S PROSPECTUS. THE FUND PAYS MELLON BANK , N.A.
("MELLON BANK") OR ITS AFFILIATES TO BE ITS INVESTMENT MANAGER. MELLON BANK
OR AN AFFILIATE MAY BE PAID FOR PERFORMING OTHER SERVICES FOR THE FUND, SUCH
AS CUSTODIAN, TRANSFER AGENT OR FUND ACCOUNTANT SERVICES. THE FUND IS
DISTRIBUTED BY PREMIER MUTUAL FUND SERVICES, INC.
- ----------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- ----------------------------------------------------------------------------
Table of Contents
Page
Expense Summary................................. 4
Financial Highlights............................ 5
Description of the Fund......................... 8
Management of the Fund.......................... 12
How to Buy Fund Shares.......................... 14
Shareholder Services............................ 17
How to Redeem Fund Shares....................... 20
Distribution Plan .............................. 22
Dividends, Other Distributions and Taxes........ 23
Performance Information......................... 24
General Information............................. 25
Page 2
This Page Intentionally Left Blank
Page 3
<TABLE>
EXPENSE SUMMARY
SHAREHOLDER TRANSACTION EXPENSES: INVESTOR SHARES CLASS R INSTITUTIONAL SHARES
_______________ ___________ ________________
<S> <C> <C> <C>
Maximum Sales Load Imposed on Purchases . . . . . . . none none none
Maximum Sales Load Imposed on Reinvestments . . . . . none none none
Deferred Sales Load . . . . . . . . . . . . . . . . . none none none
Redemption Fee . . . . . . . . . . . . . . . . . . .. none none none
Exchange Fee . . . . . . . . . . . . . . . . . . . .. none none none
ESTIMATED ANNUAL FUND OPERATING EXPENSES:
(as a percentage of net assets)
Management Fee1 . . . . . . . . . . . . . . . . . . . 0.88% 0.88% 0.88%
12b-1 Fee2 . . . . . . . . . . . . . . . . . . . . .. 0.25% none 0.15%
Other Expenses3 . . . . . . . . . . . . . . . . . . . 0.00% 0.00% 0.00%
_____ _____ ______
Total Fund Operating Expenses . . . . . . . . . . . 1.13% 0.88% 1.03%
EXAMPLE:
You would pay the following expenses
on a $1,000 investment, assuming (1) a 5% annual
return and (2) redemption at the end of each
time period: INVESTOR SHARES CLASS R INSTITUTIONAL SHARES
________________ ________ ___________________
1 Year $ 12 $ 9 $ 11
3 Years $ 36 $ 28 $ 33
5 Years $ 62 $ 49 $ 57
10 Years $137 $108 $126
</TABLE>
_______________
1 The voluntary waiver of a portion of the Management Fees by Dreyfus is
expected during the current fiscal year. Without the voluntary waiver, the
Management Fees would be equal to 0.90%.
2 See "Distribution Plan" for a description of the Fund's Distribution Plan
for the Investor Class.
3 Does not include fees and expenses of the non-interested trustees
(including counsel). The investment manager is contractually required to
reduce its Management Fee in an amount equal to the Fund's allocable portion
of such fees and expenses, which are estimated to be 0.02% of the Fund's net
assets. (See "Management of the Fund.")
- -------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS
THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL RETURN,
THE FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
- ------------------------------------------------------------------------
The purpose of the foregoing table is to assist you in understanding
the various costs and expenses that investors will bear, directly or
indirectly, the payment of which will reduce investors' return on an annual
basis. Other Expenses and Total Operating Expenses are based on estimated
amounts for the fiscal year. Long-term investors in Investor shares could pay
more in 12b-1 fees than the economic equivalent of paying the maximum
front-end sales charges applicable to mutual funds sold by members of the
National Association of Securities Dealers, Inc. ("NASD"). Certain Agents may
charge their clients direct fees for effecting transactions in Fund shares;
such fees are not reflected in the foregoing table. See "Management of the
Fund," "How to Buy Fund Shares" and "Distribution Plan."
The Company understands that banks, brokers, dealers or other
financial institutions (including Mellon Bank and its affiliates)
(collectively "Agents") may charge fees to their clients who are owners of
the Fund's Investor shares for various services provided in connection with a
client's account. These fees would be in addition to any amounts received by
an Agent under its Selling Agreement ("Agreement") with Premier Mutual Fund
Services, Inc. (the "Distributor"). The Agreement requires each Agent to discl
ose to its clients any compensation payable to such Agent by the Distributor
and any other compensation payable by the client for various services
provided in connection with their accounts.
In addition to Investor shares and Class R shares, the Fund offers
Institutional shares to those shareholders who have held shares of a
predecessor class of the Fund since April 4, 1994. Institutional shares are
offered through a separate prospectus. Institutional shares are subject to a
12b-1 fee at an annual rate of up to 0.15% of average daily net assets.
Estimated total annual fund operating expenses for Institutional shares are
1.03% of average daily net assets.
Page 4
FINANCIAL HIGHLIGHTS
The tables below are based upon a single Investor share, Institutional or
Class R share outstanding through each fiscal year and should be read in
conjunction with the financial statements and related notes that appear in
the Fund's Annual Report dated December 31, 1994 which is incorporated by
reference into the SAI. The financial statements included in the Fund's
Annual Report for the year ended December 31, 1994 have been audited by KPMG
Peat Marwick LLP, independent auditors, whose report appears in the Fund's
Annual Report.
DREYFUS CORE VALUE FUND
<TABLE>
FOR AN INVESTOR SHARE OUTSTANDING THROUGHOUT EACH YEAR.(1)
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
12/31/94### 12/31/93## 12/31/92 12/31/91 12/31/90## 12/31/89 12/31/88 12/31/87 12/31/86 12/31/85
----------- ---------- --------- -------- --------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.. $27.80 $25.46 $27.40 $23.20 $27.49 $28.65 $26.07 $32.40 $32.11 $25.91
------ ------ ------ ------ ------- ------ ------ ------ ------ ------
Income from
investment operations
Net investment income #.. 0.42 0.31 0.36 0.39 0.55 0.87 0.54 0.76 0.90 1.00
Net realized
and unrealized gain/
(loss) on investments.. (0.29) 3.86 0.70 4.88 (4.23) 6.12 4.51 (0.41) 5.69 7.50
------ ------ ------ ------ ------- ------ ------ ------ ------ ------
Total from
investment operations.. 0.13 4.17 1.06 5.27 (3.68) 6.99 5.05 0.35 6.59 8.50
------ ------ ------ ------ ------- ------ ------ ------ ------ ------
Less distributions:
Distributions from net
investment income.... (0.40) (0.30) (0.36) (0.50) (0.55) (0.55) (0.59) (1.32) (0.50) (0.74)
Distributions from
net realized
gains on investments.. (2.97) (1.53) (2.64) (0.57) (0.06) (7.60) (1.88) (5.36) (5.80) (1.56)
------ ------ ------ ------ ------- ------ ------ ------ ------ ------
Total Distributions... (3.37) (1.83) (3.00) (1.07) (0.61) (8.15) (2.47) (6.68) (6.30) (2.30)
------ ------ ------ ------ ------- ------ ------ ------ ------ ------
Net asset value,
end of period.... $24.56 $27.80 $25.46 $27.40 $23.20 $27.49 $28.65 $26.07 $32.40 $32.11
======= ====== ====== ====== ====== ====== ====== ====== ====== =======
Total Return +...... 0.38% 16.51% 4.03% 22.87% (13.44)% 24.96% 19.54% 0.27% 22.48% 35.00%
------ ------ ------ ------ ------- ------ ------ ------ ------ ------
Ratios to average net assets/
Supplemental Data:
Net assets,
end of period (000's). $317,868 $349,813 $423,286 $508,971 $474,998 $640,116 $542,510 $431,630 $452,863 $369,610
Ratio of operating expenses to
average net assets ++.. 1.11% 1.15% 1.22% 1.20% 1.26% 1.23% 1.31% 0.95% 0.95% 0.96%
Ratio of net investment income to
average net assets.. 1.47% 1.13% 1.33% 1.61% 1.96% 2.75% 2.14% 2.16% 2.65% 3.60%
Portfolio turnover
rate +++... 73% 75% 66% 157% 180% 111% 24% 46% 37% 59%
- -----------------
(1) On February 1, 1993, the Fund began offering Institutional Class shares.
Shares outstanding prior to February 1, 1993 were redesignated as Retail
Class shares. Effective April 4, 1994, the Retail shares were redesignated
as Investor Shares.
+ Total return represents aggregate total return for the periods indicated.
++ Without the voluntary reimbursement of expenses and/or waiver of fees
by the investment adviser and/or investment manager, the annualized ratio of
operating expenses to average net assets for the years ended December 31,
1994 and 1993 would have been 1.12% and 1.16%, respectively.
+++ In accordance with the Securities and Exchange Commission's July 1985
rules amendment, the rates for 1986 and later periods include U.S. Government
long-term securities which were excluded from the calculations in prior
years.
# Without the voluntary waiver of fees and/or reimbursement of expenses by
the investment adviser and/or investment manager, net investment income for
the years ended December 31, 1994 and 1993 would have been $0.42 and $0.31,
respectively.
## Per share amounts have been calculated using the monthly average share
method, which more appropriately presents per share data for this year
because the use of the undistributed method did not accord with results of
operations.
### Prior to April 4, 1994, The Boston Company Advisors, Inc. served as the
Fund's investment adviser. From April 4, 1994 through October 16, 1994,
Mellon Bank serves as the Fund's investment manager. Effective October 17,
1994, The Dreyfus Corporation began serving as the Fund's investment manager.
</TABLE>
Page 5
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
DREYFUS CORE VALUE FUND
FOR AN INSTITUTIONAL SHARE OUTSTANDING THROUGHOUT EACH PERIOD.
YEAR PERIOD
ENDED ENDED
12/31/94** 12/31/93*##
____________ ____________
<S> <C> <C>
Net asset value, beginning of period $27.80 $25.96
------- ________
Income from investment operations:
Net investment income # 0.47 0.32
Net realized and unrealized gain/(loss) on investments (0.31) 3.38
------- ________
Total from investment operations 0.16 3.70
------- ________
Less distributions:
Distributions from net investment income (0.43) (0.33)
Distributions from net realized gains on investments (2.97) (1.53)
------- ________
Total distributions (3.40) (1.86)
------- ________
Net asset value, end of period $24.56 $27.80
======== ======
Total return + 0.49% 14.38%
------- ________
Ratios to average net assets / supplemental data:
Net Assets, end of period (000's) $59,435 $79,656
Ratio of operating expenses to average net assets +++ 1.02% 1.04%++
Ratio of net investment income to average net assets 1.57% 1.24%++
Portfolio turnover rate 73% 75%
- ---------------------------
*The Fund commenced selling Institutional Class shares on February 1,
1993.
** Prior to April 4, 1994, The Boston Company Advisors, Inc.
served as the Fund's investment adviser. From April 4, 1994 through
October 16, 1994, Mellon Bank served as the Fund's investment manager.
Effective October 17, 1994, The Dreyfus Corporation began serving as
the Fund's investment manager.
+ Total return represents aggregate total return for the period indicated.
++ Annualized.
+++ Without voluntary reimbursement of expenses and/or waiver of fees by
the investment adviser and/or investment manager, the annualized ratio
of operating expenses to average net assets for the year ended December
31, 1994 and for the period ended December 31, 1993 would have been
1.03% and 1.04%, respectively.
# Net investment income before reimbursement of expenses and/or waiver of
fees by the investment adviser and/or investment manager for the year
ended December 31, 1994 and for the period ended December 31, 1993 would
have been $0.46 and $0.31, respectively.
## Per share amounts have been calculated using the monthly average share
method which more appropriately presents the per share data for this
year because the use of the undistributed method did not accord with
results of operations.
</TABLE>
Page 6
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
DREYFUS CORE VALUE FUND
FOR A CLASS R SHARE OUTSTANDING THROUGHOUT THE PERIOD.
PERIOD
ENDED
12/31/94*##
____________
<S> <C> <C>
Net asset value, beginning of period $28.45
____----
Income from investment operations:
Net investment income# 0.29
Net realized and unrealized loss on investments (0.83)
________
Total from investment operations (0.54)
________
Less distributions:
Distributions from net investment income (0.38)
Distributions from net realized gains on investments (2.97)
________
Total Distributions (3.35)
________
Net asset value, end of period $24.56
========
Total return (2.31)%
________
Ratios to average net assets / supplemental data:
Net Assets, end of period (in 000's) $1,070
Ratio of operating expenses to average net assets ++ 0.86%**
Ratio of net investment income to average net assets 1.72%**
Portfolio turnover rate 73%
- -----------------------------
* On August 4, 1994, the Fund commenced selling Trust shares. Effective October 17, 1994 the Trust shares were
redesignated as Class R shares.
** Annualized.
+ Total return represents aggregate total return for the period indicated.
++ Without voluntary reimbursement of expenses and/or waiver of fees by the investment manager, the ratio of expenses to average
net assets for the year ended December 31, 1994 would have been 0.88%.
# Net investment income before the voluntary waiver of fees by the investment
adviser for the year ended December 31, 1994 would have been $0.29.
## From April 4, 1994 through October 16, 1994, Mellon Bank, N.A. served as the Fund's investment manager. Effective
October 17, 1994 The Dreyfus Corporation began serving as the Fund's investment manager.
</TABLE>
Page 7
DESCRIPTION OF THE FUND
GENERAL
By this Prospectus, the Fund is offering Investor shares and Class R
shares (Class R shares of the Fund were formerly called Trust Shares).
Investor shares and Class R shares are identical, except as to the services
offered to and the expenses borne by each Class. Class R shares are sold
primarily to Banks acting on behalf of customers having a qualified trust or
investment account or relationship at such institution. Investor shares are
primarily sold to retail investors by the Fund's Distributor and by Agents
that have entered into a Selling Agreement with the Fund's Distributor. If
shares of the Fund are held in an account at a Bank or with an Agent, such
Bank or Agent may require you to place all Fund purchase, exchange and
redemption orders through them. All Banks and Agents have agreed to transmit
transaction requests to the Fund's transfer agent or to the Fund's
Distributor. Distribution and shareholder services paid by Investor shares
will cause Investor shares to have a higher expense ratio and pay lower
dividends than Class R.
INVESTMENT OBJECTIVE
The Fund is a diversified fund that seeks long-term growth of
capital, with current income as a secondary objective, primarily through
equity investments, such as common stocks and securities convertible into
common stocks.
MANAGEMENT POLICIES
Securities are selected for the Fund based on a continuous study of
trends in industries and companies, earning power, growth features and other
investment criteria. Major emphasis is placed on industries and issuers that
are considered by Dreyfus to have particular possibilities for long-term
growth. In general, the Fund's investments are broadly diversified over a
number of industries and, as a matter of operating policy, the Fund will not
invest more than 25% of its total assets in any one industry.
Up to 20% of the Fund's total assets may be invested in foreign
securities. Such investments will be made principally in foreign equity
securities. The Fund may invest up to 5% of its total net assets in
fixed-income securities of companies that are close to entering, or already
in, reorganization proceedings. These obligations will likely be rated below
the four highest ratings of Moody's Investors Service, Inc. ("Moody's") or
Standard & Poor's Ratings Group ("S&P"). In addition, the Fund may write cover
ed put and call options on its portfolio securities, and purchase and write
put and call options on stock indexes to hedge its portfolio. The Fund may
also lend its portfolio securities.
The Fund may reduce the proportion of its investments in equity
securities and temporarily invest its assets in fixed-income securities and
in U.S. Government Securities and other high-grade, short-term money market
instruments, including repurchase agreements with respect to such
instruments, when, in the opinion of Dreyfus, a defensive posture is
warranted. To this extent, the Fund may not achieve its investment objective.
INVESTMENT TECHNIQUES
In connection with its investment objective and policies, the Fund
may employ, among others, the following investment techniques:
BORROWING. The Fund is authorized, within specified limits, to borrow
money for temporary administrative purposes and to pledge its assets in
connection with such borrowings.
SECURITIES LENDING. From time to time, the Fund may lend portfolio
securities to brokers, dealers and other financial organizations. Such loans
will not exceed 331/3% of the Fund's total assets, taken at value. Loans of
portfolio securities by the Fund will be collateralized by cash, letters of
credit or securities issued or guaranteed by the U.S. Government or its
agencies, which will be maintained at all times in an amount equal to at
least 100% of the current market value of the loaned securities.
Page 8
MASTER/FEEDER OPTION. The Company may in the future seek to achieve
the Fund's investment objective by investing all of the Fund's net investable
assets in another investment company having the same investment objective and
substantially the same investment policies and restrictions as those
applicable to the Fund. Shareholders of the Fund will be given at least 30
days' prior notice of any such investment. Such investment would be made only
if the Trustees determine it to be in the best interest of the Fund and its
shareholders. In making that determination, the Company's Trustees will
consider, among other things, the benefits to shareholders and/or the
opportunity to reduce costs and achieve operational efficiencies. Although
the Fund believes that the Trustees will not approve an arrangement that is
likely to result in higher costs, no assurance is given that costs will be
materially reduced if this option is implemented.
COVERED OPTION WRITING. From time to time, the Fund may write covered
put and call options on portfolio securities. The Fund could realize fees
(referred to as "premiums") for granting the rights evidenced by the options.
However, in return for the premium, the Fund forfeits the right to any
appreciation in the value of the underlying security while the option is
outstanding. A put option embodies the right of its purchaser to compel the
writer of the option to purchase from the option holder an underlying
security at the specified price at any time during the option period. In
contrast, a call option embodies the right of its purchaser to compel the
writer of the option to sell the option holder an underlying security at a
specified price at any time during the option period.
Upon the exercise of a put option written by the Fund, the Fund may
suffer a loss equal to the difference between the price at which the Fund is
required to purchase the underlying security and its market value at the time
of the option exercise, less the premium received for writing the option.
Upon the exercise of a call option written by the Fund, the Fund may suffer a
loss equal to the excess of the security's market value at the time of the
option exercise over the Fund's acquisition cost of the security, less the
premium received for writing the option.
Whenever the Fund writes a call option it will continue to own or to
have the present right to acquire the underlying security for as long as it
remains obligated as the writer of the option. To support its obligation to
purchase the underlying security if a put option is exercised, the Fund will
either (a) deposit with the Fund's custodian in a segregated account, cash,
U.S. Government Securities or other high grade debt obligations having a
value at least equal to the exercise price of the underlying securities or
(b) continue to own the equivalent number of puts of the same "series" (that
is, puts on the same underlying security having the same exercise prices and
expiration dates as those written by the Fund), or an equivalent number of
puts of the same "class" (that is, puts on the same underlying security) with
exercise prices greater than those it has written (or, if the exercise prices
of the puts it holds are less than the exercise prices of those it has
written, it will deposit the difference with the Fund's custodian in a
segregated account).
The Fund may engage in a closing purchase transaction to realize a
profit, to prevent an underlying security from being called or put or, in the
case of a call option, to unfreeze an underlying security (thereby permitting
its sale or the writing of a new option on the security prior to the
outstanding option's expiration). To effect a closing purchase transaction,
the Fund would purchase, prior to the holder's exercise of an option that the
Fund has written, an option of the same series as that on which the Fund
desires to terminate its obligation. The obligation of the Fund under an
option that it has written would be terminated by a closing purchase
transaction, but the Fund would not be deemed to own an option as a result of
the transaction. There can be no assurance that the Fund will be able to
effect closing purchase transactions at a time when it wishes to do so. To
facilitate closing purchase transactions, however, the Fund will ordinarily
write options only if a secondary market for the options exists on a national
securities exchange or in the over-the-counter market.
Page 9
CERTAIN PORTFOLIO SECURITIES
FOREIGN SECURITIES. The Fund may purchase securities of foreign
issuers and may invest in obligations of foreign branches of domestic banks
and domestic branches of foreign banks. Investment in foreign securities
presents certain risks, including those resulting from fluctuations in
currency exchange rates, revaluation of currencies, future political and
economic developments and the possible imposition of currency exchange
blockages or other foreign governmental laws or restrictions, reduced
availability of public information concerning issuers, and the fact that
foreign issuers are not generally subject to uniform accounting, auditing and
financial reporting standards or to other regulatory practices and
requirements comparable to those applicable to domestic issuers. Moreover,
securities of many foreign issuers may be less liquid and their prices more
volatile than those of comparable domestic issuers. In addition, with respect
to certain foreign countries, there is the possibility of expropriation,
confiscatory taxation and limitations on the use or removal of funds or other
assets of the Fund, including withholding of dividends. Foreign securities
may be subject to foreign government taxes that would reduce the yield on
such securities.
ILLIQUID SECURITIES. The Fund will not knowingly invest more than 15%
of the value of its net assets in illiquid securities, including time
deposits and repurchase agreements having maturities longer than seven days.
Securities that have readily available market quotations are not deemed
illiquid for purposes of this limitation (irrespective of any legal or
contractual restrictions on resale.) The Fund may invest in commercial
obligations issued in reliance on the so-called "private placement" exemption
from registration afforded by Section 4(2) of the Securities Act of 1933, as
amended ("Section 4(2) paper"). The Fund may also purchase securities that
are not registered under the Securities Act of 1933, as amended, but that can
be sold to qualified institutional buyers in accordance with Rule 144A under
that Act ("Rule 144A securities"). Section 4(2) paper is restricted as to
disposition under the federal securities laws, and generally is sold to
institutional investors, such as the Fund, that agree that they are purchasing
the paper for investment and not with a view to public distribution. Any
resale by the purchaser must be in an exempt transaction. Section 4(2) paper
normally is resold to other institutional investors like the Fund through or
with the assistance of the issuer or investment dealers who make a market in
the Section 4(2) paper, thus providing liquidity. Rule 144A securities
generally must be sold to other qualified institutional buyers.
Determinations as to the liquidity of investments in Section 4(2) paper and
Rule 144A securities will be made by the Board of Trustees or by Dreyfus
pursuant to guidelines established by the Board of Trustees. The Board or
Dreyfus will consider the availability of reliable price information and
other relevant information in making such determinations. If a particular
investment in Section 4(2) paper or Rule 144A securities is not determined to
be liquid, that investment will be included within the percentage limitation
on investment in illiquid securities. The ability to sell Rule 144A
securities to qualified institutional buyers is a recent development and it
is not possible to predict how this market will mature. Investing in Rule
144A securities could have the effect of increasing the level of Fund
illiquidity to the extent that qualified institutional buyers become, for a
time, uninterested in purchasing these securities.
LOW-RATED AND COMPARABLE UNRATED SECURITIES. Low-rated and comparable
unrated securities (collectively referred to in this discussion as "low-rated
securities") will likely have some quality and protective characteristics
that, in the judgment of the rating organization, are outweighed by large unce
rtainties or major risk exposures to adverse conditions; and are
predominantly speculative with respect to the issuer's capacity to pay
interest and to repay principal in accordance with the terms of the
obligation. While the market values of low-rated securities tend to react
less to fluctuations in interest rate levels than the market values of
higher-rated securities, the market values of certain low-rated securities
tend to be more sensitive to individual corporate developments and changes in
economic conditions than higher-rated securities. In addition, low-rated
securities generally present a higher degree of credit risk. Issuers
Page 10
of low-rated securities are often highly leveraged and may not have more
traditional methods of financing available to them so that their ability to
service their debt obligations during an economic downturn or during
sustained periods of rising interest rates may be impaired. The risk of loss
due to default by such issuers is significantly greater because low-rated secu
rities are generally unsecured and frequently are subordinated to the prior
payment of senior indebtedness. The Fund may incur additional expenses to the
extent that it is required to seek recovery upon a default in the payment of
principal or interest on its portfolio holdings. The existence of limited
markets for low-rated securities may diminish the Fund's ability to obtain
accurate market quotations for purposes of valuing such securities and
calculating its net asset value. Further information regarding security
ratings is contained in the SAI.
STOCK INDEX OPTIONS. The Fund may purchase and write exchange-listed
put and call options on stock indexes to hedge against risks of market-wide
price movements. A stock index measures the movement of a certain group of
stocks by assigning relative values to the common stocks included in the
index. (Examples of well-known stock indexes are the Standard & Poor's 500
Composite Stock Price Index and the NYSE Composite Index.) Options on stock
indexes are similar to options on securities. However, because options on
stock indexes do not involve the delivery of an underlying security, the
option represents the holder's right to obtain from the writer in cash a
fixed multiple of the amount by which the exercise price exceeds (in the case
of a put) or is less than (in the case of a call) the closing value of the
underlying index on the exercise date.
The advisability of using stock index options to hedge against the
risk of market-wide movements will depend on the extent of diversification of
the Fund's stock instruments and the sensitivity of its stock investments to
factors influencing the underlying index. The effectiveness of purchasing or
writing stock index options as a hedging technique will depend upon the
extent to which price movements in the portion of the portfolio being hedged
correlate with price movements in the stock index selected. When the Fund
writes an option on a stock index, it will deposit cash or cash equivalents
or a combination of both in an amount equal to the market value of the
option, in a segregated account with the Fund's custodian, and will maintain
the account while the option is open.
REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements.
A repurchase agreement involves the purchase of a security by the Fund and a
simultaneous agreement (generally with a bank or broker-dealer) to repurchase
that security from the Fund at a specified price and date or upon demand.
This technique offers a method of earning income on idle cash. A risk
associated with repurchase agreements is the failure of the seller to
repurchase the securities as agreed, which may cause the Fund to suffer a
loss if the market value of such securities declines before they can be
liquidated on the open market. Repurchase agreements with a duration of more
than seven days are considered illiquid securities and are subject to the
associated limits discussed above.
OTHER INVESTMENT COMPANIES. The Fund may invest in securities issued
by other investment companies to the extent that such investments are
consistent with the Fund's investment objective and policies and permissible
under the Investment Company Act of 1940, as amended ("1940 Act"). As a
shareholder of another investment company, the Fund would bear, along with
other shareholders, its pro rata portion of the other investment company's
expenses, including advisory fees. These expenses would be in addition to the
advisory and other expenses that the Fund bears directly in connection with
its own operations.
PORTFOLIO TURNOVER. While securities are purchased for the Fund on
the basis of potential for long-term growth of capital and not for short-term
trading profits, the Fund's turnover rate may exceed 100%. A portfolio
turnover rate of 100% would occur, for example, if all the securities held by
the Fund were replaced once in a period of one year. A higher rate of
portfolio turnover involves correspondingly greater brokerage commissions and
other expenses that must be borne directly by the Fund and, thus, indirectly
by its shareholders. In addition, a high rate of portfolio turnover may
result in the realization of larger
Page 11
amounts of short-term capital gains that, when distributed to the Fund's
shareholders, are taxable to them as ordinary income. Nevertheless, securities
transactions for the Fund will be based only upon investment considerations
and will not be limited by any other considerations when Dreyfus deems it
appropriate to make changes in the Fund's assets.
RISK FACTORS
LIMITING INVESTMENT RISKS. The Fund is subject to a number of
investment limitations. Certain limitations are matters of fundamental policy
and may not be changed without the affirmative vote of the holders of a
majority of the Fund's outstanding shares. The SAI describes all of the
Fund's fundamental and non-fundamental restrictions.
The investment objective, policies, restrictions, practices and
procedures of the Fund, unless otherwise specified, may be changed without
shareholder approval. If the Fund's investment objective, policies,
restrictions, practices or procedures change, shareholders should consider
whether the Fund remains an appropriate investment in light of the
shareholder's then-current position and needs.
In order to permit the sale of the Fund's shares in certain states,
the Fund may make commitments more restrictive than the investment policies
and restrictions described in this Prospectus and the SAI. Should the Fund
determine that any such commitment is no longer in the best interest of the
Fund, it may consider terminating sales of its shares in the states involved.
MANAGEMENT OF THE FUND
INVESTMENT MANAGER. Dreyfus, located at 200 Park Avenue, New York,
New York 10166, was formed in 1947. Dreyfus is a wholly-owned subsidiary of
Mellon Bank, which is a wholly-owned subsidiary of Mellon Bank Corporation
("Mellon"). As of March 31, 1995, Dreyfus managed or administered
approximately $72 billion in assets for more than 1.9 million investor
accounts nationwide.
Dreyfus serves as the Fund's investment manager. Dreyfus supervises
and assists in the overall management of the Fund's affairs under an
Investment Management Agreement with the Fund, subject to the overall
authority of the Company's Board of Trustees in accordance with Massachusetts
law. Pursuant to the Investment Management Agreement, Dreyfus provides, or
arranges for the provision by one or more third parties to provide,
investment advisory, administrative, custody, fund accounting and transfer
agency services to the Fund. As the Fund's investment manager, Dreyfus
manages the Fund by making investment decisions based on the Fund's
investment objective, policies and restrictions.
The Fund is co-managed by Guy R. Scott and Mark E. Donovan. Mr. Scott
is a an Officer of Mellon Bank. Mr. Scott and Mr. Donovan have been employed
by Dreyfus as portfolio managers of the Fund since October 17, 1994. Mr.
Scott is responsible for the Fund and for managing over $280 million among
various institutional accounts. Mr. Scott also serves on the Equity Policy
Group Committee. Previously, Mr. Scott held a position as an Equity Portfolio
Manager for Putnam Advisory, where he was responsible for more than $1
billion in pension assets. A Chartered Financial Analyst, Mr. Scott earned a
B.S. in Economics and an M.B.A. in Finance from the University of Wisconsin.
Mr. Donovan is a Senior Vice President and Vice Chairman of the
Equity Policy Group for The Boston Company where he oversees The Boston
Company's investment strategy. Previously, Mr. Donovan worked as a consultant
with Kaplan Smith & Associates, a subsidiary of First Boston Corporation, and
as a securities analyst with Value Line Inc. Mr. Donovan earned a degree from
Rennselaer Polytechnical Institute and is a Chartered Financial Analyst.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Bank Holding Company
Act of 1956, as amended. Mellon provides a comprehensive range of financial
products and services in domestic and selected international markets. Mellon
is among the twenty-five largest bank holding companies in the United States
based on total
Page 12
assets. Mellon's principal wholly-owned subsidiaries are Mellon Bank, Mellon
Bank (DE) National Association, Mellon Bank (MD), The Boston Company, Inc.,
AFCO Credit Corporation and a number of companies known as Mellon Financial
Services Corporations. Through its subsidiaries, including Dreyfus, Mellon
managed approximately $193 billion in assets as of December 31, 1994,
including $76 billion in mutual fund assets. As of December 31, 1994, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for approximately $654 billion in
assets, including approximately $74 billion in mutual fund assets.
Under the Investment Management Agreement, the Fund is contractually
obligated to pay a fee computed daily, and paid monthly, at the annual rate
of .90% of the Fund's average daily net assets less certain expenses
described below. Dreyfus has agreed to waive this fee to .88% of the Fund's
average daily net assets less certain expenses described below. Dreyfus pays
all of the Fund's expenses, except brokerage fees, taxes, interest, fees and
expenses of the non-interested Trustees (including counsel fees), Rule 12b-1
fees (if applicable) and extraordinary expenses. Although Dreyfus does not
pay for the fees and expenses of the non-interested Trustees (including
counsel fees), Dreyfus is contractually required to reduce its investment
management fee in an amount equal to the Fund's allocable share of such fees
and expenses. In order to compensate Dreyfus for paying virtually all of the
Fund's expenses, the Fund's investment management fee is higher than the
investment advisory fees paid by most investment companies. Most, if not all,
such companies also pay for a portion of the non-investment advisory expenses
that are not paid by such companies' investment advisers. From time to time,
Dreyfus may waive (either voluntarily or pursuant to applicable state
limitations) additional investment management fees payable by the Fund. From
April 4, 1994, to October 17, 1994, the Fund was advised by Mellon Bank under
the Investment Management Agreement. Prior to April 4, 1994, the Fund was
advised by The Boston Company Advisors, Inc. pursuant to a written agreement
approved by the Company's Trustees. For the period January 1, 1994, to April
3, 1994, the Fund paid its investment adviser, The Boston Company Advisors,
Inc. ("Boston Advisors") (an indirect wholly-owned subsidiary of Mellon Bank
Corporation) 0.75% (annualized) of its average daily net assets in investment
advisory fees, under the Fund's previous investment advisory contract (such
contract only covered the provision of investment advisory and certain
specified administrative services). For the period April 4, 1994 through the
fiscal year ended December 31, 1994, the Fund paid Mellon Bank or Dreyfus
0.88% (annualized) of its average daily net assets in Dreyfus investment
management fees (net of fees waived), less fees and expenses of the
non-interested Trustees (including counsel fees).
For the fiscal period ended December 31, 1994, total operating
expenses (excluding Rule 12b-1 fees) (net of fees waived) of the Fund were
0.89%, 0.89%, and 0.86% (annualized) of the average daily net assets of the
Investor Class, the Institutional Class and Class R, respectively.
In addition, Investor and Institutional shares may be subject to
certain distribution fees. See "Distribution Plan (Investor Shares Only)."
Dreyfus may pay the Fund's Distributor for shareholder services from
Dreyfus'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 in respect of these services.
Dreyfus is authorized to allocate purchase and sale orders for
portfolio securities to certain financial institutions, including, in the
case of agency transactions, financial institutions that are affiliated with
Dreyfus or Mellon Bank or that have sold shares of the Fund, if Dreyfus
believes that the quality of the transaction and the commission are
comparable to what they would be with other qualified brokerage firms. From
time to time, to the extent consistent with its investment objective, policies
and restrictions, the Fund may invest in securities of companies with which
Mellon Bank has a lending relationship.
Page 13
The Fund's distributor is Premier Mutual Fund Services, Inc. (the
"Distributor"). The Distributor is located at One Exchange Place, Boston,
Massachusetts 02109. The Distributor is a wholly owned subsidiary of
Institutional Administration Services, Inc., a provider of mutual fund
administration services, the parent company of which is Boston Institutional
Group, Inc.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, AND
SUB-ADMINISTRATOR_Mellon Bank (One Mellon Bank Center, Pittsburgh,
Pennsylvania 15258) is the Fund's custodian. The Fund's Transfer and Dividend
Disbursing Agent is The Shareholder Services Group, Inc. (the "Transfer
Agent"), a subsidiary of First Data Corporation, One American Express Plaza,
Providence, Rhode Island 02903. Premier Mutual Fund Services, Inc. serves as
the Fund's sub-administrator and, pursuant to a Sub-Administration Agreement,
provides various administrative and corporate secretarial services to each
Fund.
HOW TO BUY FUND SHARES
GENERAL_Investor shares are offered to any investor and may be
purchased through the Distributor or Agents that have entered into Selling
Agreements with the Distributor.
Class R shares are sold primarily to Banks acting on behalf of
customers having a qualified trust or investment account or relationship at
such institution. A Retirement Plan is a certain qualified or non-qualified
employee benefit plan or other program, including pension, profit-sharing and
other deferred compensation plans, whether established by corporations,
partnerships, non-profit entities or state and local governments ("Retirement
Plan"). Class R shares may be purchased for a Retirement Plan only by a
custodian, trustee, investment manager or other entity authorized to act on
behalf of such Plan. Institutions effecting transactions in Class R shares
for the accounts of their clients may charge their clients direct fees in
connection with such transactions.
In addition to Investor shares and Class R shares, the Fund also
offers Institutional Class shares through a separate prospectus.
Institutional Class shares are not subject to a sales charge on purchases or
on redemptions. Institutional Class shares are subject to a Rule 12b-1 fee at
an annual rate of up to 0.15% of the Fund's average net assets attributable
to Institutional Class Shares. Institutional Class shares are offered to
those customers of certain financial planners and investment advisers who
held shares of a predecessor class of the Fund on April 4, 1994. For more
information concerning Institutional Class shares, see the current prospectus
for Institutional Class shares.
Stock certificates are issued only upon your written request. The
Fund reserves the right to reject any purchase order.
The minimum initial investment is $2,500, or $1,000 if you are a
client of an Agent which has made an aggregate minimum initial purchase for
its customers of $2,500. Subsequent investments must be at least $100.
However, the minimum initial investment for Dreyfus-sponsored Keogh Plans,
IRAs, SEP-IRAs and 403(b)(7) Plans with only one participant is $750, with no
minimum on subsequent purchases. Individuals who open an IRA also may open a
non-working spousal IRA with a minimum initial investment of $250. The
initial investment must be accompanied by the Fund's Account Application. For
full-time or part-time employees of Dreyfus or any of its affiliates or
subsidiaries, directors of Dreyfus, Board members of a fund advised by
Dreyfus including members of the Company's Board, or the spouse or minor
child of any of the foregoing, the minimum initial investment is $1,000. For
full-time or part-time employees of Dreyfus or any of its affiliates or
subsidiaries who elect to have a portion of their pay directly deposited into
their Fund account, the minimum initial investment is $50. 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.
Page 14
The Internal Revenue Code of 1986, as amended (the "Code"), imposes
various limitations on the amount that may be contributed to Retirement
Plans. These limitations apply with respect to participants at the plan level
and, therefore, do not directly affect the amount that may be invested in the
Fund by a Retirement Plan. Participants and plan sponsors should consult
their tax advisers for details.
You may purchase Fund shares by check or wire, or through the Dreyfus
TELETRANSFER Privilege described below. Checks should be made payable to "The
Dreyfus Family of Funds" or, if for Dreyfus retirement plan accounts, to "The
Dreyfus Trust Company, Custodian." Payments to open new accounts which are
mailed should be sent to The Dreyfus Family of Funds, P.O. Box 9387,
Providence, Rhode Island 02940-9387, together with your Account Application
indicating which Class of shares is being purchased. For subsequent
investments, your Fund account number should appear on the check and an invest
ment slip should be enclosed and sent to The Dreyfus Family of Funds, P.O.
Box 105, Newark, New Jersey 07101-0105. For Dreyfus retirement plan accounts,
both initial and subsequent investments should be sent to The Dreyfus Trust
Company, Custodian, P.O. Box 6427, Providence, Rhode Island 02940-6427.
Neither initial nor subsequent investments should be made by third party
check. PURCHASE ORDERS MAY BE DELIVERED IN PERSON ONLY TO A DREYFUS FINANCIAL
CENTER. THESE ORDERS WILL BE FORWARDED TO THE FUND AND WILL BE PROCESSED ONLY
UPON RECEIPT THEREBY. FOR THE LOCATION OF THE NEAREST DREYFUS FINANCIAL
CENTER, PLEASE CALL ONE OF THE TELEPHONE NUMBERS LISTED UNDER "GENERAL
INFORMATION."
Wire payments may be made if your bank account is in a commercial
bank that is a member of the Federal Reserve System or any other bank having
a correspondent bank in New York City. Immediately available funds may be
transmitted by wire to Boston Safe Deposit & Trust Co., together with the
applicable Class' DDA# as shown below, for purchase of Fund shares in your
name:
DDA# 043664 Dreyfus Core Value Fund/Class R shares;
DDA# 044113 Dreyfus Core Value Fund/Investor shares.
The wire must include your Fund account number (for new accounts, your
Taxpayer Identification Number ("TIN") should be included instead), account
registration and dealer number, if applicable. If your initial purchase of
Fund shares is by wire, you should call 1-800-645-6561 after completing your
wire payment in order to obtain your Fund account number. Please include your
Fund account number on the Fund's Account Application and promptly mail the
Account Application to the Fund, as no redemptions will be permitted until
the Account Application is received. You may obtain further information about
remitting funds in this manner from your bank. All payments should be made in
U.S. dollars and, to avoid fees and delays, should be drawn only on U.S.
banks. A charge will be imposed if any check used for investment in your
account does not clear. The Fund makes available to certain large institutions
the ability to issue purchase instructions through compatible computer
facilities.
Subsequent investments also may be made by electronic transfer of
funds from an account maintained in a bank or other domestic financial
institution that is an Automated Clearing House ("ACH") member. You must
direct the institution to transmit immediately available funds through the
ACH System to Boston Safe Deposit &Trust Co. with instructions to credit
your Fund account. The instructions must specify your Fund account
registration and Fund account number PRECEDED BY THE DIGITS:
"4440" Dreyfus Core Value Fund/Class R shares;
"4010" Dreyfus Core Value Fund/Investor shares.
The Distributor may pay dealers a fee of up to .5% of the amount
invested through such dealers in Fund shares by employees participating in
qualified or non-qualified employee benefit plans or other programs where (i)
the employers or affiliated employers maintaining such plans or programs have
a minimum of 250 employees eligible for participation in such plans or
programs or (ii) such plan's or program's aggregate investment in the Dreyfus
Family of Funds or certain other products made available by the
Page 15
Distributor to such plans or programs exceeds one million dollars
("Eligible Benefit Plans"). The determination of the number of employees
eligible for participation in a plan or program shall be made on the date Fund
shares are first purchased by or on behalf of employees participating in such
plan or program and on each subsequent January 1st. All present holdings of
shares of funds in the Dreyfus Family of Funds by Eligible Benefit Plans will
be aggregated to determine the fee payable with respect to each purchase of
Fund shares. The Distributor reserves the right to cease paying these fees at
any time. The Distributor will pay such fees from its own funds, other than
amounts received from the Fund, including past profits or any other source
available to it.
Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Other Distributions and
Taxes" and the Fund's Account Application for further information concerning
this requirement. Failure to furnish a certified TIN to the Fund could
subject you to a $50 penalty imposed by the Internal Revenue Service (the
"IRS").
NET ASSET VALUE ("NAV") _ An investment portfolio's NAV refers to
the worth of one share. The NAV for Investor shares and Class R shares is
computed by adding, with respect to such Class of shares, the value of the
Fund's investments, cash, and other assets attributable to that Class,
deducting liabilities of the Class and dividing the result by number of
shares of that Class outstanding. The valuation of assets for determining NAV
for the Fund may be summarized as follows:
The portfolio securities of the Fund listed or traded on a stock
exchange, except as otherwise noted, are valued at the latest sale price. If
no sale is reported, the mean of the latest bid and asked prices is used.
Securities traded over-the-counter are priced at the mean of the latest bid
and asked prices but will be valued at the last sale price if required by
regulations of the SEC. When market quotations are not readily available,
securities and other assets are valued at a fair value as determined in good
faith in accordance with procedures established by the Board of Trustees.
Bonds are valued through valuations obtained from a commercial
pricing service or at the most recent mean of the bid and asked prices
provided by investment dealers in accordance with procedures established by
the Board of Trustees.
Pursuant to a determination by the Board of Trustees that such value
represents fair value, debt securities with maturities of 60 days or less
held by the Fund are valued at amortized cost. When a security is valued at
amortized cost, it is valued at its cost when purchased, and thereafter by
assuming a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the instrument.
NAV is determined on each day that the New York Stock Exchange
("NYSE") is open (a "business day"), as of the close of business of the
regular session of the NYSE (usually 4 p.m. Eastern Time). Investments and
requests to exchange or redeem shares received by the Transfer Agent in
proper form before the close of business on the NYSE (usually 4 p.m., Eastern
Time) are effective on, and will receive the price determined on, that day
(except purchase orders made through the Dreyfus TELETRANSFER Privilege,
which are effective one business day after your call). Investment, exchange
and redemption requests received after the close of the NYSE are effective on
and receive the share price determined on the next business day.
The NAV of most shares of investment portfolios advised by Dreyfus
(other than the money market funds) is published in leading newspapers daily.
The yield of most of The Dreyfus Funds' money market funds is published
weekly in leading financial publications and in most local newspapers. The
NAV of any Fund may also be obtained by calling 1-800-645-6561.
The public offering price of Investor shares and Class R shares is
the NAV per share of that Class.
DREYFUS TELETRANSFER PRIVILEGE _ You may purchase Fund shares
(minimum $500 and maximum $150,000 per day) by telephone if you have checked
the appropriate box and supplied the necessary infor-
Page 16
mation on the Fund's 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 ACH
member may be so designated. The Fund may modify or terminate this Privilege
at any time or charge a service fee upon notice to shareholders. No such fee
currently is contemplated.
If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a TELETRANSFER purchase of Fund shares by telephoning 1-800-221-4060
or, if calling from overseas, 1-401-455-3306.
SHAREHOLDER SERVICES
The services and privileges described under this heading may not be
available to clients of certain Agents and some Agents may impose certain
conditions on their clients which are different from those described in this
Prospectus. You should consult your Agent in this regard.
FUND EXCHANGES
You may purchase, in exchange for shares of a Class, shares of the
same class of certain other funds managed or administered by Dreyfus, to the
extent such shares are offered for sale in your state of residence. These
funds have different investment objectives which may be of interest to you.
If you desire to use this service, please call 1-800-645-6561 to determine if
it is available and whether any conditions are imposed on its use.
Shareholders are limited to six exchanges out of the Fund during the calendar
year. WITH RESPECT TO CLASS R SHARES HELD BY RETIREMENT PLANS, EXCHANGES MAY
BE MADE ONLY BETWEEN A SHAREHOLDER'S RETIREMENT PLAN ACCOUNT IN ONE FUND AND
SUCH SHAREHOLDER'S RETIREMENT PLAN ACCOUNT IN ANOTHER FUND.
To request an exchange, you or your Agent acting on your behalf must
give exchange instructions to the Transfer Agent in writing, or by telephone.
Before any exchange, you must obtain and should review a copy of the current
prospectus of the fund into which the exchange is being made. Prospectuses
may be obtained by calling 1-800-645-6561. Except in the case of Personal
Retirement Plans, the shares being exchanged must have a current value of at
least $500; furthermore, when establishing a new account by exchange, the
shares being exchanged must have a value of at least the minimum initial
investment required for the fund into which the exchange is being made. The
ability to issue exchange instructions by telephone is given to all Fund
shareholders automatically, unless you check the relevant "NO" box on the
Account Application, indicating that you specifically refuse this Privilege.
The Telephone Exchange Privilege may be established for an existing account
by written request, signed by all shareholders on the account, or by a
separate signed Shareholder Services Form, also available by calling
1-800-645-6561. If you have established the Telephone Exchange Privilege, you
may telephone exchange instructions by calling 1-800-221-4060 or, if calling
from overseas, 1-401-455-3306. See "How to Redeem Fund Shares_Procedures."
Upon an exchange into a new account, the following shareholder services and
privileges, as applicable and where available, will be automatically carried
over to the fund into which the exchange is made: Telephone Exchange
Privilege, Wire Redemption Privilege, Telephone Redemption Privilege, Dreyfus
TELETRANSFER Privilege and the dividends and distributions payment option
(except for Dreyfus Dividend Sweep) selected by you.
Shares will be exchanged at the next determined NAV; however, a sales
load may be charged with respect to exchanges of Investor shares into funds
sold with a sales load. If you are exchanging Investor shares into a fund
that charges a sales load, you may qualify for share prices which do not
include the sales load or which reflect a reduced sales load, if the shares
of the fund from which you are exchanging were: (a) purchased with a sales
load, (b) acquired by a previous exchange from shares purchased with a sales
load or, (c) acquired through reinvestment of dividends or other
distributions paid with respect to the foregoing categories of shares. To
qualify, at the time of the exchange you must notify the Transfer Agent or
Page 17
your Agent must notify the Distributor. Any such qualification is subject to
confirmation of your holdings through a check of appropriate records. See
"Shareholder Services" in the SAI. No fees currently are charged shareholders
directly in connection with exchanges, although the Fund reserves the right,
upon not less than 60 days' written notice, to charge shareholders a nominal
fee in accordance with rules promulgated by the SEC. The Fund reserves the
right to reject any exchange request in whole or in part. The availability of
Fund exchanges may be modified or terminated at any time upon notice to
shareholders.
The exchange of shares of one fund for shares of another is treated
for Federal income tax purposes as a sale of the shares given in exchange by
the shareholder and, therefore, an exchanging shareholder may realize, or an
exchange on behalf of a Retirement Plan which is not tax exempt may result
in, a taxable gain or loss.
DREYFUS AUTO-EXCHANGE PRIVILEGE
Dreyfus Auto-Exchange Privilege enables you to invest regularly (on a
semi-monthly, monthly, quarterly or annual basis), in exchange for shares of
the Fund, in shares of the same class of certain other funds in the Dreyfus
Family of Funds of which you are currently an investor. WITH RESPECT TO CLASS
R SHARES HELD BY RETIREMENT PLANS, EXCHANGES PURSUANT TO THE DREYFUS
AUTO-EXCHANGE PRIVILEGE MAY BE MADE ONLY BETWEEN A SHAREHOLDER'S RETIREMENT
PLAN ACCOUNT IN ONE FUND AND SUCH SHAREHOLDER'S RETIREMENT PLAN ACCOUNT IN
ANOTHER FUND. The amount you designate, which can be expressed either in
terms of a specific dollar or share amount ($100 minimum), will be exchanged
automatically on the first and/or fifteenth day of the month according to the
schedule you have selected. Shares will be exchanged at the then-current net
asset value; however a sales load may be charged with respect to exchanges of
Investor shares into funds sold with a sales load. The right to exercise this
Privilege may be modified or canceled by the Fund or the Transfer Agent. You
may modify or cancel your exercise of this Privilege at any time by mailing
written notification to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671. The Fund may charge a service fee for
the use of this Privilege. No such fee currently is contemplated. The
exchange of shares of one fund for shares of another is treated for Federal
income tax purposes as a sale of the shares given in exchange by the
shareholder and, therefore, an exchanging shareholder may realize, or an
exchange on behalf of a Retirement Plan which is not tax exempt may result
in, a taxable gain or loss. For more information concerning this Privilege
and the funds in the Dreyfus Family of Funds eligible to participate in this
Privilege, or to obtain a Dreyfus Auto-Exchange Authorization Form, please
call toll free 1-800-645-6561.
DREYFUS-AUTOMATIC ASSET BUILDER
Dreyfus-AUTOMATIC Asset Builder permits you to purchase Fund shares
(minimum of $100 and maximum of $150,000 per transaction) at regular
intervals selected by you. Fund shares are purchased by transferring funds
from the bank account designated by you. At your option, the bank account
designated by you will be debited in the specified amount, and Fund shares
will be purchased, once a month, on either the first or fifteenth day, or
twice a month, on both days. Only an account maintained at a domestic
financial institution which is an ACH member may be so designated. To
establish a Dreyfus-AUTOMATIC Asset Builder account, you must file an
authorization form with the Transfer Agent. You may obtain the necessary
authorization form by calling 1-800-645-6561. You may cancel your
participation in this Privilege or change the amount of purchase at any time
by mailing written notification to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671, or, if to Dreyfus retirement plan
accounts to The Dreyfus Trust Company, Custodian, P.O. Box 6427, Providence,
Rhode Island 02940-6427, and the notification will be effective three
business days following receipt. The Fund may modify or terminate this
Privilege at any time or charge a service fee. No such fee currently is
contemplated.
Page 18
DREYFUS DIVIDEND OPTIONS
Dreyfus Dividend Sweep enables you to invest automatically dividends
or dividends and capital gain distributions, if any, paid by the Fund in
shares of the same class of certain other funds in the Dreyfus Family of
Funds of which you are an investor. Shares of the other fund will be
purchased at the then-current net asset value; however, a sales load may be
charged with respect to investments in shares of a fund sold with a sales
load. If you are investing in a fund that charges a sales load, you may qualif
y for share prices which do not include the sales load or which reflect a
reduced sales load. See "Shareholder Services" in the SAI. Dreyfus Dividend
ACH permits you to transfer electronically on the payment date 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 ACH member may be so designated. Banks may charge a
fee for this service.
For more information concerning these Privileges, or to request a
Dreyfus Dividend Options Form, please call toll free 1-800-645-6561. You may
cancel these Privileges by mailing written notification to The Dreyfus Family
of Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. Enrollment in
or cancellation of these Privileges is effective three business days
following receipt. These Privileges are available only for existing accounts
and may not be used to open new accounts. Minimum subsequent investments do
not apply for Dreyfus Dividend Sweep. The Fund may modify or terminate these
Privileges at any time or charge a service fee. No such fee currently is
contemplated. Shares held under Keogh Plans, IRAs or other retirement plans
are not eligible for Dreyfus Dividend Sweep.
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 Federal government automatically deposited into your
Fund account. You may deposit as much of such payments as you elect. You
should consider whether Direct Deposit of your entire payment into a fund
with fluctuating NAV, such as the Fund, may be appropriate for you. To enroll
in Dreyfus Government Direct Deposit, you must file with the Transfer Agent a
completed Direct Deposit Sign-Up Form for each type of payment that you
desire to include in this Privilege. The appropriate form may be obtained by
calling 1-800-645-6561. Death or legal incapacity will terminate your
participation in this Privilege. You may elect at any time to terminate your
participation by notifying in writing the appropriate Federal agency.
Further, the Fund may terminate your participation upon 30 days' notice to
you.
DREYFUS PAYROLL SAVINGS PLAN
Dreyfus Payroll Savings Plan permits you to purchase Fund shares
(minimum of $100 per transaction) automatically on a regular basis. Depending
upon the direct deposit program of your employer, you may have part or all of
your paycheck transferred to your existing Dreyfus account electronically
through the ACH system at each pay period. To establish a Dreyfus Payroll
Savings Plan account, you must file an authorization form with your
employer's payroll department. Your employer must complete the reverse side
of the form and return it to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671. You may obtain the necessary
authorization form by calling 1-800-645-6561. You may change the amount of
purchase or cancel the authorization only by written notification to your
employer. It is the sole responsibility of your employer, not the
Distributor, Dreyfus, the Fund, the Transfer Agent or any other person, to
arrange for transactions under the Dreyfus Payroll Savings Plan. The Fund may
modify or terminate this Privilege at any time or charge a service fee. No
such fee currently is contemplated.
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.
Page 19
Particular Retirement Plans, including Dreyfus sponsored retirement
plans, may permit certain participants to establish an automatic withdrawal
plan from such Retirement Plans. Participants should consult their Retirement
Plan sponsor and tax adviser for details. Such a withdrawal plan is different
than the Automatic Withdrawal Plan. An application for the Automatic
Withdrawal Plan can be obtained by calling 1-800-645-6561. The Automatic
Withdrawal Plan may be ended at any time by the shareholder, the Fund or the
Transfer Agent. Shares for which certificates have been issued may not be
redeemed through the Automatic Withdrawal Plan.
RETIREMENT PLANS
The Fund offers a variety of pension and profit-sharing plans,
including Keogh Plans, IRAs, SEP-IRAs and IRA "Rollover Accounts," 401(k)
Salary Reduction Plans and 403(b)(7) Plans. Plan support services also are
available. You can obtain details on the various plans by calling the
following numbers toll free: for Keogh Plans, please call 1-800-358-5566;
for IRAs and IRA "Rollover Accounts," please call 1-800-645-6561; for
SEP-IRAs, 401(k) Salary Reduction Plans and 403(b)(7) Plans, please call
1-800-322-7880.
HOW TO REDEEM FUND SHARES
GENERAL_You may request redemption of your shares at any time.
Redemption requests should be transmitted to the Transfer Agent as described
below. When a request is received in proper form, the Fund will redeem the
shares at the next determined net asset value as described below. If you hold
Fund shares of more than one Class, any request for redemption must specify
the Class of shares being redeemed. If you fail to specify the Class of
shares to be redeemed or if you own fewer shares of the Class than specified
to be redeemed, the redemption request may be delayed until the Transfer
Agent receives further instructions from you or your Agent.
The Fund imposes no charges when shares are redeemed directly through
the Distributor. Agents or other institutions may charge their clients a
nominal fee for effecting redemptions of Fund shares. Any certificates
representing Fund shares being redeemed must be submitted with the redemption
request. The value of the shares redeemed may be more or less than their
original cost, depending upon the Fund's then-current net asset value.
The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in
proper form, except as provided by the rules of the SEC. HOWEVER, IF YOU HAVE
PURCHASED FUND SHARES BY CHECK, BY THE DREYFUS TELETRANSFER PRIVILEGE OR
THROUGH DREYFUS-AUTOMATIC ASSET BUILDER AND SUBSEQUENTLY SUBMIT A WRITTEN
REDEMPTION REQUEST TO THE TRANSFER AGENT, THE REDEMPTION PROCEEDS WILL BE
TRANSMITTED TO YOU PROMPTLY UPON BANK CLEARANCE OF YOUR PURCHASE CHECK,
DREYFUS TELETRANSFER PURCHASE OR DREYFUS-AUTOMATIC ASSET BUILDER ORDER, WHICH
MAY TAKE UP TO EIGHT BUSINESS DAYS OR MORE. IN ADDITION, THE FUND WILL REJECT
REQUESTS TO REDEEM SHARES BY WIRE OR TELEPHONE OR PURSUANT TO THE DREYFUS
TELETRANSFER PRIVILEGE FOR A PERIOD OF EIGHT BUSINESS DAYS AFTER RECEIPT BY
THE TRANSFER AGENT OF THE PURCHASE CHECK, THE DREYFUS TELETRANSFER PURCHASE
OR THE DREYFUS-AUTOMATIC ASSET BUILDER ORDER AGAINST WHICH SUCH REDEMPTION IS
REQUESTED. THESE PROCEDURES WILL NOT APPLY IF YOUR SHARES WERE PURCHASED BY
WIRE PAYMENT, OR IF YOU OTHERWISE HAVE A SUFFICIENT COLLECTED BALANCE IN YOUR
ACCOUNT TO COVER THE REDEMPTION REQUEST. PRIOR TO THE TIME ANY REDEMPTION IS
EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL ACCRUE AND BE PAYABLE, AND YOU WILL
BE ENTITLED TO EXERCISE ALL OTHER RIGHTS OF BENEFICIAL OWNERSHIP. Fund shares
will not be redeemed until the Transfer Agent has received your Account
Application.
The Fund reserves the right to redeem your account at its option upon
not less than 45 days' written notice if the net asset value of your account
is $500 or less and remains so during the notice period.
Page 20
PROCEDURES_You may redeem Fund shares by using the regular
redemption procedure through the Transfer Agent, the Wire Redemption
Privilege, the Telephone Redemption Privilege or the Dreyfus TELETRANSFER Priv
ilege. 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.
You may redeem Fund shares by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed a Shareholder
Services Form with the Transfer Agent. If you select a telephone redemption
privilege or Telephone Exchange Privilege, which is granted automatically
unless you refuse it, you authorize the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be you, or a
representative of your 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.
REGULAR REDEMPTION. Under the regular redemption procedure, you may
redeem your shares by written request mailed to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671, or if for the Dreyfus
retirement plan accounts to the Dreyfus Trust Company, Custodian, P.O. Box
6427, Providence, Rhode Island 02940-6427. Redemption requests may be
delivered in person only to a Dreyfus Financial Center. These requests will
be forwarded to the Fund and will be processed only upon receipt thereby. For
the location of the nearest financial center, please call the telephone
number listed under "General Information". Redemption requests must be signed
by each shareholder, including each owner of a joint account, and each
signature must be guaranteed. The Transfer Agent has adopted standards and
procedures pursuant to which signature-guarantees in proper form generally
will be accepted from domestic banks, brokers, dealers, credit unions,
national securities exchanges, registered securities associations, clearing ag
encies 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. For
more information with respect to signature-guarantees, please call one of the
telephone numbers listed under "General Information."
Redemption proceeds of at least $1,000 will be wired to any member
bank of the Federal Reserve System in accordance with a written
signature-guaranteed request.
WIRE REDEMPTION PRIVILEGE. You may request by wire or telephone that
redemption proceeds (minimum $1,000) be wired to your account at a bank which
is a member of the Federal Reserve System, or a correspondent bank if your
bank is not a member. To establish the Wire Redemption Privilege, you must
check the appropriate box and supply the necessary information on the Fund's
Account Application or file a Shareholder Services Form with the Transfer
Agent. You may direct that redemption proceeds be paid by check (maximum
$150,000 per day) made out to the owners of record and mailed to your
address. Redemption proceeds of less than $1,000 will be paid automatically
by check. Holders of jointly registered Fund or bank accounts may have
redemption proceeds of only up to $250,000 wired within any 30-day period.
You may telephone redemption requests by calling 1-800-221-4060 or, if
calling from overseas, 1-401-455-3306. The Fund reserves the right to refuse
any redemption request, including
Page 21
requests made shortly after a change of address, and may limit the amount
involved or the number of such requests. This Privilege may be modified or
terminated at anytime by the Transfer Agent or the Fund. The Fund's Statement
of Additional Information sets forth instructions for transmitting redemption
requests by wire. Shares held under Keogh Plans, IRAs or other retirement
plans, and shares for which certificates have been issued, are not eligible
for this Privilege.
TELEPHONE REDEMPTION PRIVILEGE. You may redeem Fund shares (maximum
$150,000 per day) by telephone if you checked the appropriate box on the
Fund's Account Application or have filed a Shareholder Services Form with the
Transfer Agent. The redemption proceeds will be paid by check and mailed to
your address. You may telephone redemption instructions by calling
1-800-221-4060 or, if calling from overseas, 1-401-455-3306. 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. This Privilege may be modified or
terminated at anytime by the Transfer Agent or the Fund. Shares held under
Keogh Plans, IRAs or other retirement plans, and shares for which certificates
have been issued, are not eligible for this Privilege.
DREYFUS TELETRANSFER PRIVILEGE. You may redeem Fund shares (minimum
$500 per day) by telephone if you have checked the appropriate box and
supplied the necessary information on the Fund's Account Application or have
filed a Shareholder Services Form with the Transfer Agent. The proceeds will
be transferred between your Fund account and the bank account designated in
one of these documents. Only such an account maintained in a domestic
financial institution which is an ACH member may be so designated. Redemption
proceeds will be on deposit in your account at an ACH member bank ordinarily
two days after receipt of the redemption request or, at your request, paid by
check (maximum $150,000 per day) and mailed to your address. Holders of
jointly registered Fund or bank accounts may redeem through the Dreyfus
TELETRANSFER Privilege for transfer to their bank account only up to $250,000
within any 30-day period. The Fund reserves the right to refuse any request
made by telephone, including requests made shortly after a change of address,
and may limit the amount involved or the number of such requests. The Fund
may modify or terminate this Privilege at any time or charge a service fee
upon notice to shareholders. No such fee currently is contemplated.
If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER redemption of Fund shares by telephoning
1-800-221-4060 or, if calling from overseas, 1-401-455-3306. Shares held
under Keogh Plans, IRAs or other retirement plans, and shares issued in
certificate form, are not eligible for this Privilege.
DISTRIBUTION PLAN
Investor shares and Institutional shares are subject to a
Distribution Plan (the "Plan") adopted pursuant to Rule 12b-1 under the 1940
Act ("Rule 12b-1"). The Investor shares and Institutional shares of the Fund
bear some of the cost of selling those shares under the Plan. The Plan allows
the Fund to spend annually up to 0.25% of its average daily net assets
attributable to Investor shares, and 0.15% of its average daily net assets
attributable to Institutional shares, to compensate the Distributor for
expenses primarily intended to result in the sale of Investor and
Institutional shares of the Fund, Dreyfus Service Corporation, an affiliate
of Dreyfus, for shareholder servicing activities. The Plan allows the
Distributor to make payments from the Rule 12b-1 fees it collects from the
Fund to compensate Agents that have entered into Selling Agreements
("Agreements") with the Distributor. Under the Agreements, the Agents are
obligated to provide distribution related services with regard to the Fund
and/or shareholder services to the Agent's clients that own Investor shares
or Institutional shares of the Fund.
Page 22
The Fund and the Distributor may suspend or reduce payments under the
Plan at any time, and payments are subject to the continuation of the Fund's
Plan and the Agreements described above. From time to time, the Agents, the
Distributor and the Fund may agree to voluntarily reduce the maximum fees
payable under the Plan. See the SAI for more details on the Plan.
Potential investors should read this Prospectus in light of the terms
governing Agreements with their Agents. An Agent entitled to receive
compensation for selling and servicing the Fund's shares may receive
different compensation with respect to one class of shares over another.
DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES
The Fund declares and pays dividends from its net investment income,
if any, four times yearly and distributes net realized gains, if any, once a
year, but it may make distributions on a more frequent basis to comply with
the distribution requirements of the Code, in all events in a manner
consistent with the provisions of the 1940 Act. The Fund will not make
distributions from net realized gains unless capital loss carryovers, if any,
have been utilized or have expired. Investors other than qualified Retirement
Plans may choose whether to receive dividends and other distributions in cash
or to reinvest them in additional Fund shares; dividends and other
distributions paid to qualified Retirement Plans are reinvested automatically
in additional Fund shares at net asset value. All expenses are accrued daily
and deducted before declaration of dividends to investors. Dividends paid by
each Class will be calculated at the same time and in the same manner and
will be in the same amount, except that the expenses attributable solely to a
particular Class will be borne exclusively by that Class. Investor shares
will receive lower per share dividends than Class R shares because of the
higher expenses borne by the Investor shares. See "Expense Summary."
It is expected that the Fund will qualify as a "regulated investment
company" under the Code so long as such qualification is in the best
interests of its shareholders. Such qualification will relieve the Fund of
any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code.
Dividends derived from net investment income, together with
distributions from net realized short-term capital gains and all or a portion
of any gains realized from the sale or other disposition of certain market
discount bonds, paid by the Fund will be taxable to U.S. shareholders,
including certain non-qualified Retirement Plans, as ordinary income whether
received in cash or reinvested in Fund shares. Distributions from the Fund's
net realized long-term capital gains will be taxable to such shareholders as
long-term capital gains for Federal income tax purposes, regardless of how
long the shareholders have held their Fund shares and whether such
distributions are received in cash or reinvested in Fund shares. The net
capital gain of an individual generally will not be subject to Federal income
tax at a rate in excess of 28%. Dividends and other distributions also may be
subject to state and local taxes.
Dividends derived from net investment income, together with
distributions from net realized short-term capital gains and all or a portion
of any gains realized from the sale or other disposition of certain market
discount bonds, paid by the Fund to a foreign investor generally are subject
to U.S. withholding tax at the rate of 30%, unless the foreign investor
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term capital gains paid by the Fund to a foreign
investor, as well as the proceeds of any redemptions from a foreign
investor's account, regardless of the extent to which gain or loss may be
realized, generally will not be subject to U.S. withholding tax. However,
such distributions may be subject to backup withholding, as described below,
unless the foreign investor certifies his non-U.S. residency status.
Notice as to the tax status of your dividends and other distributions
will be mailed to you annually. You also will receive periodic summaries of
your account which will include information as to dividends and distributions
from net realized, long-term capital gains, if any, paid during the year.
Page 23
Dividends paid by the Fund to qualified Retirement Plans ordinarily
will not be subject to taxation until the proceeds are distributed from the
Retirement Plans. The Fund will not report to the IRS dividends paid to such
plans. Generally, distributions from qualified Retirement Plans, except those
representing returns of non-deductible contributions thereto, will be taxable
as ordinary income and, if made prior to the time the participant reaches age
591/2, generally will be subject to an additional tax equal to 10% of the
taxable portion of the distribution. If the distribution from such a
Retirement Plan (other than certain governmental or church plans) for any
taxable year following the year in which the participant reaches age 701/2 is
less than the "minimum required distribution" for that taxable year, an
excise tax equal to 50% of the deficiency may be imposed by the IRS. The
administrator, trustee or custodian of such a Retirement Plan will be
responsible for reporting distributions from such plans to the IRS. Moreover,
certain contributions to a qualified Retirement Plan in excess of the amounts
permitted by law may be subject to an excise tax.
With respect to individual investors and certain non-qualified
Retirement Plans, Federal regulations generally require the Fund to withhold
("backup withholding") and remit to the U.S. Treasury 31% of dividends,
distributions from net realized long-term capital gains and the proceeds of
any redemption, regardless of the extent to which gain or loss may be
realized, paid to a shareholder if such shareholder fails to certify either
that the TIN furnished in connection with opening an account is correct or
that such shareholder has not received notice from the IRS of being subject
to backup withholding as a result of a failure to properly report taxable
dividend or interest income on a Federal income tax return. Furthermore, the
IRS may notify the Fund to institute backup withholding if the IRS determines
a shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account and may be claimed as a credit on the record
owner's Federal income tax return.
The Fund may be subject to a non-deductible 4% excise tax, measured
with respect to certain undistributed amounts of taxable investment income
and capital gains.
You should consult your tax advisers regarding specific questions as
to Federal, state or local taxes.
PERFORMANCE INFORMATION
For purposes of advertising, performance for each Class may be
calculated on the basis of average annual total return and/or total return.
These total return figures reflect changes in the price of the shares and
assume that any income dividends and/or capital gains distributions made by
the Fund during the measuring period were reinvested in shares of the same
Class. These figures also take into account any applicable service and
distribution fees. As a result, at any given time, the performance of the
Investor shares should be expected to be lower than that of Class R.
Performance for each Class will be calculated separately.
Average annual total return is calculated pursuant to a standardized
formula which assumes that an investment was purchased with an initial
payment of $1,000 and that the investment was redeemed at the end of a stated
period of time, after giving effect to the reinvestment of dividends and
other distributions during the period. The return is expressed as a
percentage rate which, if applied on a compounded annual basis, would result
in the redeemable value of the investment at the end of the period. Advertisem
ents of the Fund's performance will include the Fund's average annual total
return for one, five and ten year periods, or for shorter periods depending
upon the length of time during which the Fund has operated.
Page 24
Computations of average annual total return for periods of less than one year
represent an annualization of the Fund's actual total return for the
applicable period.
Total return is computed on a per share basis and assumes the
reinvestment of dividends and other distributions. Total return generally is
expressed as a percentage rate which is calculated by combining the income
and principal changes for a specified period and dividing by the NAV per
share at the beginning of the period. Advertisements may include the
percentage rate of total return or may include the value of a hypothetical
investment at the end of the period which assumes the application of the
percentage rate of total return.
The Fund may also advertise the yield on a Class of shares. The
Fund's yield is calculated by dividing a Class of shares' annualized net
investment income per share during a recent 30-day (or one month) period by
the maximum public offering price per Class of such share on the last day of
that period. Since yields fluctuate, yield data cannot necessarily be used to
compare an investment in a Class of shares with bank deposits, savings
accounts, and similar investment alternatives which often provide an
agreed-upon or guaranteed fixed yield for a stated period of time.
Performance will vary from time to time and past results are not
necessarily representative of future results. You should remember that
performance is a function of portfolio management in selecting the type and
quality of portfolio securities and is affected by operating expenses.
Performance information, such as that described above, may not provide a
basis for comparison with other investments or other investment companies
using a different method of calculating performance.
The Fund may compare the performance of its shares with various
industry standards of performance including Lipper Analytical Services, Inc.
ratings, Standard and Poor's 500 Composite Stock Price Index, the Consumer
Price Index, and the Dow Jones Industrial Average. Performance rankings as
reported in CHANGING TIMES, BUSINESS WEEK, INSTITUTIONAL INVESTOR, THE WALL
STREET JOURNAL, MUTUAL FUND FORECASTER, NO LOAD INVESTOR, MONEY MAGAZINE,
MORNINGSTAR MUTUAL FUND VALUES, U.S. NEWS AND WORLD REPORT, FORBES, FORTUNE,
BARRON'S and similar publications may also be used in comparing the Fund's
performance. Furthermore, the Fund may quote its shares' total returns and
yields in advertisements or in shareholder reports. The Fund may also
advertise non-standardized performance information, such as total return for
periods other than those required to be shown or cumulative performance data.
The Fund may advertise a quotation of yield or other similar quotation
demonstrating the income earned or distributions made by the Fund.
GENERAL INFORMATION
The Company was organized as a Massachusetts business trust under the
laws of the Commonwealth of Massachusetts on March 30, 1979 under the name
The Boston Company Fund, changed its name effective April 4, 1994 to The
Laurel Funds Trust, and then changed its name to The Dreyfus/Laurel Funds
Trust on October 17, 1994. The Company is registered with the SEC under the
1940 Act, as a managed investment company. The Fund is a portfolio of the
Company. The Fund's shares are classified into three classes_ Institutional
Shares, Investor shares and Class R. The Company's Agreement and Declaration
of Trust permits the Board of Trustees to create an unlimited number of
investment portfolios (each a "fund").
Each share (regardless of Class) has one vote. All shares of all
funds (and Classes thereof) vote together as a single Class, except as to any
matter for which a separate vote of any fund or Class is required by the 1940
Act, and except as to any matter which affects the interests of one or more
particular funds or Classes, in which case only the shareholders of the
affected fund or Classes are entitled to vote, each as a separate Class. Only
holders of Investor shares will be entitled to vote on matters submitted to
shareholders pertaining to the Distribution Plan relating to that Class.
Page 25
At March 31, 1995, Mellon Bank, Dreyfus' parent, owned of record
through its direct and indirect subsidiaries more than 25% of the Fund's
outstanding voting shares, and is deemed, under the 1940 Act, to be a
controlling shareholder.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Trustees or the
appointment of auditors. However, 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 purposes of removing a Trustee from office and
for any other purpose. Fund shareholders may remove a Trustee by the
affirmative vote of two-thirds of the Fund's outstanding voting shares. In
addition, the Board of Trustees will call a meeting of shareholders for the
purpose of electing Trustees if, at any time, less than a majority of the
Trustees then holding office have been elected by shareholders.
The Transfer Agent maintains a record of your ownership and will send
you confirmations and statements of account.
Shareholder inquiries may be made by writing to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York, 11556-0144, or by calling toll free
1-800-645-6561.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM,
SUCH OFFERING MAY NOT LAWFULLY BE MADE.
Page 26
DREYFUS
Core Value
Fund _
Investor shares
Class R shares
Prospectus
(LION LOGO)
Registration Mark
Copy Rights 1995 Dreyfus Service Corporation
312/392p3041095
- -----------------------------------------------------------------------------
PROSPECTUS APRIL 10, 1995
DREYFUS CORE VALUE FUND
- ----------------------------------------------------------------------------
DREYFUS CORE VALUE FUND (THE "FUND"), FORMERLY CALLED THE "LAUREL
CAPITAL APPRECIATION FUND," IS A SEPARATE PORTFOLIO OF THE DREYFUS/LAUREL
FUNDS TRUST, A MANAGEMENT INVESTMENT COMPANY (THE "COMPANY"), KNOWN AS A
MUTUAL FUND. THE FUND IS A DIVERSIFIED EQUITY FUND SEEKING LONG-TERM GROWTH
OF CAPITAL, WITH CURRENT INCOME AS A SECONDARY OBJECTIVE, PRIMARILY THROUGH
INVESTMENTS PRIMARILY IN COMMON STOCKS AND SECURITIES CONVERTIBLE INTO COMMON
STOCK.
BY THIS PROSPECTUS, THE FUND IS OFFERING INSTITUTIONAL SHARES.
SHARES OF THE FUND ARE SOLD WITHOUT A SALES LOAD. INSTITUTIONAL
SHARES OF THE FUND ARE SUBJECT TO DISTRIBUTION AND SHAREHOLDER SERVICING
FEES.
YOU CAN PURCHASE OR REDEEM SHARES BY TELEPHONE USING THE DREYFUS
TELETRANSFER PRIVILEGE.
THE DREYFUS CORPORATION SERVES AS THE FUND'S INVESTMENT MANAGER. THE
DREYFUS CORPORATION IS REFERRED TO AS "DREYFUS."
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT
YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ CAREFULLY BEFORE YOU
INVEST AND RETAINED FOR FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION ("SAI") DATED APRIL 10, 1995,
WHICH MAY BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF
CERTAIN AREAS IN THIS PROSPECTUS AND OTHER MATTERS WHICH MAY BE OF INTEREST
TO SOME INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ("SEC") AND IS INCORPORATED HEREIN BY REFERENCE. FOR A FREE COPY,
WRITE TO THE FUND AT 144 GLENNCURTISS BOULEVARD, UNIONDALE, NEW YORK
11556-0144, OR CALL 1-800-645-6561. WHEN TELEPHONING, ASK FOR OPERATOR 666.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
THE NET ASSET VALUE OF FUNDS OF THIS TYPE WILL FLUCTUATE FROM TIME TO TIME.
THE FEES TO WHICH THE FUND IS SUBJECT ARE SUMMARIZED IN THE "EXPENSE
SUMMARY" SECTION OF THE FUND'S PROSPECTUS. THE FUND PAYS MELLON BANK OR ITS
AFFILIATES TO BE ITS INVESTMENT MANAGER. MELLON BANK, N.A. ("MELLON BANK") OR
AN AFFILIATE MAY BE PAID FOR PERFORMING OTHER SERVICES FOR THE FUND, SUCH AS
CUSTODIAN, TRANSFER AGENT OR FUND ACCOUNTANT SERVICES. THE FUND IS
DISTRIBUTED BY PREMIER MUTUAL FUND SERVICES, INC.
- ----------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE
EXPENSE SUMMARY....................................... 3
FINANCIAL HIGHLIGHTS.................................. 4
DESCRIPTION OF THE FUND............................... 7
MANAGEMENT OF THE FUND................................ 11
HOW TO BUY FUND SHARES................................ 12
SHAREHOLDER SERVICES.................................. 15
HOW TO REDEEM FUND SHARES............................. 17
DISTRIBUTION PLAN..................................... 20
DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES.............. 20
PERFORMANCE INFORMATION............................... 22
GENERAL INFORMATION................................... 23
- -----------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------
[This Page Intentionally Left Blank]
Page 2
<TABLE>
EXPENSE SUMMARY
SHAREHOLDER TRANSACTION EXPENSES: INVESTOR SHARES CLASS R INSTITUTIONAL SHARES
_______________ ___________ ________________
<S> <C> <C> <C>
Maximum Sales Load Imposed on Purchases........ none none none
Maximum Sales Load Imposed on Reinvestments.... none none none
Deferred Sales Load............................ none none none
Redemption Fee................................. none none none
Exchange Fee................................... none none none
ESTIMATED ANNUAL FUND OPERATING EXPENSES:
(as a percentage of net assets)
Management Fee1................................ .88% .88% 0.88%
12b-1 Fee2..................................... .25% none 0.15%
Other Expenses3................................ 0.00% 0.00% 0.00%
................................................. _____ _____ ______
Total Fund Operating Expenses................ 1.13% .88% 1.03%
Example:
You would pay the following expenses
on a $1,000 investment, assuming (1) a 5% annual
return and (2) redemption at the end of each
time period: INVESTOR SHARES CLASS R INSTITUTIONAL SHARES
________________ ________ ___________________
1 Year $ 12 $ 9 $ 11
3 Years $ 36 $ 28 $ 33
5 Years $ 62 $ 49 $ 57
10 Years $137 $108 $126
</TABLE>
_______________
1 The voluntary waiver of a portion of the Management Fees by the investment
manager is expected during the current fiscal year. Without the voluntary
waiver, the Management Fees would be equal to 0.90%.
2 See "Distribution Plan" for a description of the Fund's Distribution Plan
for the Institutional Class and Investor Class.
3 Does not include fees and expenses of the non-interested trustees
(including counsel). The investment manager is contractually required to
reduce its Management Fee in an amount equal to the Fund's allocable portion
of such fees and expenses, which are estimated to be 0.02% of the Fund's net
assets. (See "Management of the Fund.")
- --------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS
THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL RETURN,
THE FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
- -----------------------------------------------------------------------------
The purpose of the foregoing table is to assist you in understanding
the various costs and expenses that investors will bear, directly or
indirectly, the payment of which will reduce investors' return on an annual
basis. Long-term investors in Institutional shares could pay more in 12b-1
fees than the economic equivalent of paying the maximum front-end sales
charges applicable to mutual funds sold by members of the National
Association of Securities Dealers, Inc. ("NASD"). Certain Agents (as
described below) may charge their clients direct fees for effecting
transactions in Fund shares; such fees are not reflected in the foregoing
table. See "Management of the Fund," "How to Buy Fund Shares" and
"Distribution Plans."
The Company understands that banks, securities brokers or dealers and
other financial institutions (including Mellon Bank and its affiliates)
(collectively "Agents") may charge fees to their clients who are owners of
the Fund's Institutional shares for various services provided in connection
with a client's account. These fees would be in addition to any amounts
received by an Agent under its Selling Agreement (the "Agreement") with
Premier Mutual Fund Services, Inc. (the "Distributor"). The Agreement requires
each Agent to disclose to its clients any compensation payable to such Agent
by the Distributor and any other compensation payable by the client for
various services provided in connection with its account.
Institutional shares are offered to holders of shares of a
predecessor class of the Fund as of April 4, 1994. The Fund also offers
Investor shares and Class R shares. Investor shares are primarily sold to
retail investors by the Distributor and by Agents that have entered into a
Selling Agreement with the Distributor. Class R shares are sold primarily to
bank trust departments and other financial service providers acting on behalf
of customers having a qualified trust or investment account or relationship
at such institution. Investor shares and Class R shares are offered pursuant
to a separate Prospectus.
Page 3
FINANCIAL HIGHLIGHTS
The tables below are based upon a single Institutional share or Investor
share outstanding through each fiscal period and should be read in
conjunction with the financial statements and related notes that appear in
the Fund's Annual Report dated December 31, 1994 which is incorporated by
reference in the SAI. The financial statements included in the Fund's Annual
Report for the year ended December 31, 1993 have been audited by KPMG Peat
Marwick LLP, independent auditors, whose report appears in the Fund's Annual
Report.
<TABLE>
DREYFUS CORE VALUE FUND
FOR AN INSTITUTIONAL SHARE OUTSTANDING THROUGHOUT EACH YEAR OR PERIOD.*
YEAR PERIOD
ENDED ENDED
12/31/94## 12/31/93+++
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $27.80 $25.96
-------- ________
Income from investment operations:
Net investment income # 0.47 0.32
Net realized and unrealized gain/loss on investments (0.31) 3.38
-------- ________
Total from investment operations 0.16 3.70
-------- ________
Less distributions:
Distributions from net investment income (0.43) (0.33)
Distributions from net realized gains on investments (2.97) (1.53)
-------- ________
Total distributions (3.40) (1.86)
-------- ________
Net asset value, end of period $24.56 $27.80
========= =======
Total return + 0.49% 14.38%
========= =======
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's) $59,435 $79,656
Ratio of operating expenses to average net assets ++ 1.02% 1.04%**
Ratio of net investment income to average net assets 1.57% 1.24%**
Portfolio turnover rate 73% 75%
</TABLE>
- ----------------------
* The Fund commenced selling Institutional shares on February 1, 1993.
** Annualized.
+ Total return represents aggregate total return for the period
indicated.
++ Without the voluntary reimbursement of expenses by the investment
adviser and/or investment manager, the annualized ratio of expenses to
average net assets for the year ended December 31, 1994 and for the period
ended December 31, 1993 would have been 1.03% and 1.04%, respectively.
+++ Per share amounts have been calculated using the monthly average
share method, which more appropriately presents the per share data for this
year because the use of the undistributed method did not accord with results
of operations.
# Net investment income per share before the voluntary reimbursement of
expenses by the investment adviser, for the year ended December 31, 1994 and
for the period ended December 31, 1993 would have been $0.46 and $0.31,
respectively.
## Prior to April 4, 1994, the Boston Company Advisors, Inc. served as the
Fund's investment adviser. From April 4, 1994 through October 16, 1994,
Mellon Bank, N.A. served as the Fund's investment manager. Effective October
17, 1994, Dreyfus serves as the Fund's investment manager.
Page 4
<TABLE>
DREYFUS CORE VALUE FUND
FOR AN INVESTOR SHARE OUTSTANDING THROUGHOUT EACH YEAR.(1)
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
12/31/94* 12/31/93## 12/13/92 12/31/91 12/31/90## 12/31/89 12/31/88 12/31/87 12/31/86 12/31/85
____---- ___------ ___------ ___----- ______- ___----- ___----- ___----- ____---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset
value, beginning
of period...... $27.80 $25.46 $27.40 $23.20 $27.49 $28.65 $26.07 $32.40 $32.11 $25.91
------- ------ ------ ------ ------ ------- ------- ------- ------ ------
INCOME FROM
INVESTMENT
OPERATIONS:
Net investment
income #... 0.42 0.31 0.36 0.39 0.55 0.87 0.54 0.76 0.90 1.00
Net realized and
unrealized gain/(loss )
on investments.... (0.29) 3.86 0.70 4.88 (4.23) 6.12 4.51 (0.41) 5.69 7.50
------- ------ ------ ------ ------ ------- ------- ------- ------ ------
Total from
investment
operations..... (0.13) 4.17 1.06 5.27 (3.68) 6.99 5.05 0.35 6.59 8.50
------- ------ ------ ------ ------ ------- ------- ------- ------ ------
Less distributions:
Distributions from net
investment income.... (0.40) (0.30) (0.36) (0.50) (0.55) (0.55) (0.59) (1.32) (0.50) (0.74)
Distributions from net
realized gains
on investments..... (2.97) (1.53) (2.64) (0.57) (0.06) (7.60) (1.88) (5.36) (5.80) (1.56)
------- ------ ------ ------ ------ ------- ------- ------- ------ ------
Total distributions... (3.37) (1.83) (3.00) (1.07) (0.61) (8.15) (2.47) (6.68) (6.30) (2.30)
------- ------ ------ ------ ------ ------- ------- ------- ------ ------
Net asset value,
end of period $27.56 $27.80 $25.46 $27.40 $23.20 $27.49 $28.65 $26.07 $32.40 $32.11
====== ======= ======= ====== ======= ====== ====== ====== ====== ======
TOTAL RETURN +... (0.38)% 16.51% 4.03% 22.87% (13.44)% 24.96% 19.54% 0.27% 22.48% 35.00%
------- ------ ------ ------ ------ ------- ------- ------- ------ ------
RATIOS TO AVERAGE NET ASSETS/
SUPPLEMENTAL DATA:
Net assets,end of period
(in 000's)....... $317,868 $349,813 $433,286 $508,971 $474,998 $640,116 $542,510 $431,630 $452,863 $369,610
Ratios of operating expenses
to average
net assets ++.... 1.11% 1.15% 1.22% 1.20% 1.26% 1.23% 1.31% 0.95% 0.95% 0.96%
Ratios of net
investment income
to average
net assets.... 1.47%++ 1.13% 1.33% 1.61% 1.96% 2.75% 2.14% 2.16% 2.65% 3.60%
Portfolio
turnover rate +++... 73% 75% 66% 157% 180% 111% 24% 46% 37% 59%
</TABLE>
- ----------------------------
(1) On February 1, 1993, the Fund began offering the Institutional Class
Shares. Shares outstanding prior to February 1, 1993 were designated as Retail
Class shares. Effective April 4, 1994 the Retail Shares were reclassified as
Investor Shares. The amounts shown for the period ended December 31, 1994,
were calculated using the performance of a Retail Share outstanding from
January 1, 1994, to April 3, 1994, and the performance of an Investor Share
outstanding from April 4, 1994, to June 30,1994. The Financial Highlights for
the year ended December 31, 1993, and prior periods are based upon a Retail
Share outstanding.
+ Total return represents aggregate total return for the periods
indicated.
++ Without the voluntary reimbursement of expenses and/or reimbursement of
fees by the investment adviser and/or investment manager, the annualized
ratio of operating expenses to average net assets for the years ended
December 31, 1994 and 1993 would have been 1.12% and 1.16%, respectively.
+++ In accordance with the SEC's July 1985 rules amendment, the rates for
1986 and later periods include U.S. Government long-term securities which
were excluded from the calculations in prior years.
# Without the voluntary waiver of fees and/or reimbursement of
expenses by the investment adviser and/or investment manager, net investment
income for the years ended December 31, 1994 and 1993 would have been $0.42
and $0.31, respectively.
## Per share amounts have been calculated using the monthly average
share method which more appropriately presents the per share data since use
of the undistributed method does not accord with the results of operations.
* Prior to April 4, 1994, the Boston Company Advisors, Inc. served as
the Fund's investment adviser. From April 4, 1994 through October 16, 1994,
Mellon Bank, N.A., served as the Fund's investment manager. Effective October
17, 1994, Dreyfus serves as the Fund's investment manager.
Page 5
<TABLE>
DREYFUS CORE VALUE FUND
FOR A CLASS R SHARE OUTSTANDING THROUGHOUT THE PERIOD.*
PERIOD
ENDED
12/31/94##
------------
<S> <C> <C>
Net asset value, beginning of period $28.45
____---
Income from investment operations:
Net investment income # 0.29
Net realized and unrealized loss on investments (0.83)
____---
Total from investment operations (0.54)
____---
Less distributions:
Distributions from net investment income (0.38)
Distributions from net realized gains on investments (2.97)
____---
Total Distributions: (3.35)
____---
Net asset value, end of period $24.56
=======
Total return + (2.31)%
========
Ratios to average net assets / supplemental data:
Net Assets, end of period (in 000's) $1,070
Ratio of operating expenses to average net assets ++ 0.86%**
Ratio of net investment income to average net assets 1.72%**
Portfolio turnover rate 73%
- ------------------
* On August 4, 1994, the Fund commenced selling Trust shares. Effective October 17, 1994 the Trust shares were
reclassified as Class R shares.
** Annualized.
+ Total return represents aggregate total return for the period indicated.
++ Without voluntary reimbursement of expenses and/or waiver fees by the investment manager, the ratio of expenses to average
net assets for the year ended December 31, 1994 would have been 0.88%.
# Net investment income before the voluntary waiver of fees by the investment
adviser for the year ended December 31, 1994 would have been $0.29.
## From April 4, 1994 through October 16, 1994, Mellon Bank, N.A. served as the Fund's investment manager. Effective
October 17, 1994 Dreyfus serves as the Fund's investment manager.
</TABLE>
Page 6
DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE
The Fund is a diversified fund that seeks long-term growth of
capital, with current income as a secondary objective, primarily through
equity investments, such as common stocks and stocks convertible into common
stocks.
MANAGEMENT POLICIES
Securities are selected for the Fund based on a continuous study of
trends in industries and companies, earning power, growth features and other
investment criteria. Major emphasis is placed on industries and issuers that
are considered by Dreyfus to have particular possibilities for long-term
growth. In general, the Fund's investments are broadly diversified over a
number of industries and, as a matter of operating policy, the Fund will not
invest more than 25% of its total assets in any one industry.
Up to 20% of the Fund's total net assets may be invested in foreign
securities. Such investments will be made principally in foreign equity
securities. The Fund may invest up to 5% of its total net assets in
fixed-income securities of companies that are close to entering, or already
in, reorganization proceedings. These obligations will likely be rated below
the four highest ratings of Moody's Investors Service, Inc. ("Moody's") or
Standard & Poor's Ratings Group ("S&P"). See "Other Investment Policies." In
addition, the Fund may write covered put and call options on its portfolio
securities, and purchase and write put and call options on stock indexes to
hedge its portfolio. The Fund may also lend its portfolio securities. These
techniques are discussed in more detail below under "Other Investment
Policies."
The Fund may reduce the proportion of its investments in equity
securities and temporarily invest its assets in fixed-income securities and
in U.S. Government Securities and other high-grade, short-term money market
instruments, including repurchase agreements with respect to such
instruments, when, in the opinion of Dreyfus, a defensive posture is
warranted. To this extent, the Fund may not achieve its investment objective.
INVESTMENT TECHNIQUES
In connection with its investment objective and policies, the Fund
may employ, among others, the following investment techniques:
BORROWING. The Fund is authorized, within specified limits, to borrow
money for temporary administrative purposes and to pledge its assets in
connection with such borrowings.
SECURITIES LENDING. From time to time, the Fund may lend portfolio
securities to brokers, dealers and other financial organizations. Such loans
will not exceed 33 1/3% of the Fund's total assets, taken at value. Loans of
portfolio securities by the Fund will be collateralized by cash, letters of
credit or securities issued or guaranteed by the U.S. Government or its
agencies, which will be maintained at all times in an amount equal to at
least 100% of the current market value of the loaned securities.
MASTER/FEEDER OPTION. The Company may in the future seek to achieve
the Fund's investment objective by investing all of the Fund's assets in
another investment company having the same investment objective and
substantially the same investment policies and restrictions as those
applicable to the Fund. Shareholders of the Fund will be given at least 30
days' prior notice of any such investment. Such investment would be made only
if the Trustees determine it to be in the best interest of the Fund and its
shareholders. In making that determination, the Trustees will consider, among
other things, the benefits to shareholders and/or the opportunity to reduce
costs and achieve operational efficiencies. Although the Fund believes that
the Trustees will not approve an arrangement that is likely to result in
higher costs, no assurance is given that costs will be materially reduced if
this option is implemented.
COVERED OPTION WRITING. From time to time, the Fund may write covered
put and call options on portfolio securities. The Fund could realize fees
(referred to as "premiums") for granting the rights evidenced by the options.
However, in return for the premium, the Fund forfeits the right to any
apprecia-
Page 7
tion in the value of the underlying security while the option is
outstanding. A put option embodies the right of its purchaser to compel the
writer of the option to purchase from the option holder an underlying
security at the specified price at any time during the option period. In
contrast, a call option embodies the right of its purchaser to compel the
writer of the option to sell the option holder an underlying security at a
specified price at any time during the option period.
Upon the exercise of a put option written by the Fund, the Fund may
suffer a loss equal to the difference between the price at which the Fund is
required to purchase the underlying security and its market value at the time
of the option exercise, less the premium received for writing the option.
Upon the exercise of a call option written by the Fund, the Fund may suffer a
loss equal to the excess of the security's market value at the time of the
option exercise over the Fund's acquisition cost of the security, less the
premium received for writing the option.
Whenever the Fund writes a call option it will continue to own or
have the present right to acquire the underlying security for as long as it
remains obligated as the writer of the option. To support its obligation to
purchase the underlying security if a put option is exercised, the Fund will
either (a) deposit with the Fund's custodian in a segregated account, cash,
U.S. Government Securities or other high-grade debt obligations having a
value at least equal to the exercise price of the underlying securities or
(b) continue to own an equivalent number of puts of the same "series" (that
is, puts on the same underlying security having the same exercise prices and
expiration dates as those written by the Fund), or an equivalent number of
puts of the same "class" (that is, puts on the same underlying security) with
exercise prices greater than those that it has written (or, if the exercise
prices of the puts it holds are less than the exercise prices of those it has
written, it will deposit the difference with the Fund's custodian in a
segregated account).
The Fund may engage in a closing purchase transaction to realize a
profit, to prevent an underlying security from being called or put or, in the
case of a call option, to unfreeze an underlying security (thereby permitting
its sale or the writing of a new option on the security prior to the
outstanding option's expiration). To effect a closing purchase transaction,
the Fund would purchase, prior to the holder's exercise of an option that the
Fund has written, an option of the same series as that on which the Fund
desires to terminate its obligation. The obligation of the Fund under an
option that it has written would be terminated by a closing purchase
transaction, but the Fund would not be deemed to own an option as the result
of the transaction. There can be no assurance that the Fund will be able to
effect closing purchase transactions at a time when it wishes to do so. To
facilitate closing purchase transactions, however, the Fund will ordinarily
write options only if a secondary market for the options exists on a national
securities exchange or in the over-the-counter market.
CERTAIN PORTFOLIO SECURITIES
FOREIGN SECURITIES. The Fund may purchase securities of foreign
issuers, and may invest in obligations of foreign branches of domestic banks
and domestic branches of foreign banks. Investment in foreign securities
presents certain risks, including those resulting from fluctuations in
currency exchange rates, revaluation of currencies, future political and
economic developments and the possible imposition of currency exchange
blockages or other foreign governmental laws or restrictions, reduced
availability of public information concerning issuers, and the fact that
foreign issuers are not generally subject to uniform accounting, auditing and
financial reporting standards or to other regulatory practices and
requirements comparable to those applicable to domestic issuers. Moreover,
securities of many foreign issuers may be less liquid and their prices more
volatile than those of securities of comparable domestic issuers. In
addition, with respect to certain foreign countries, there is the possibility
of expropriation, confiscatory taxation and limitations on the use or removal
of funds or other assets of the Fund, including withholding of dividends.
Foreign securities may be subject to foreign government taxes that would
reduce the yield on such securities.
ILLIQUID SECURITIES. The Fund will not knowingly invest more than 15%
of the value of its net assets in illiquid securities, including time
deposits and repurchase agreements having maturities longer
Page 8
than seven days. Securities that are readily marketable are not deemed
illiquid for purposes of this limitation (irrespective of any legal or
contractual restrictions on resale). The Fund may invest in commercial
obligations issued in reliance on the so-called "private placement"
exemption from registration afforded by Section 4(2) of the Securities Act
of 1933, as amended ("Section 4(2) paper"). The Fund may also purchase
securities that are not registered under the Securities Act of 1933, as
amended, but which can be sold to qualified institutional buyers in
accordance with Rule 144A under that Act ("Rule 144A securities"). Section
4(2) paper is restricted as to disposition under the federal securities laws,
and generally is sold to institutional investors (such as the Fund) that agree
that they are purchasing the paper for investment and not with a view to
public distribution. Any resale by the purchaser must be in an exempt
transaction. Section 4(2) paper normally is resold to other institutional
investors like the Fund through or with the assistance of the issuer or
investment dealers who make a market in the Section 4(2) paper, thus providing
liquidity. Rule 144A securities generally must be sold to other qualified
institutional buyers. Determinations as to the liquidity of investments in
Section 4(2) paper and Rule 144A securities will be made by the Board of
Trustees. The Board will consider availability of reliable price information
and other relevant information in making such determinations. If a particular
investment in Section 4(2) paper or Rule 144A Securities is not determined to
be liquid, that investment will be included within the percentage limitation
on investment in illiquid securities. The ability to sell Rule 144A securities
to qualified institutional buyers is a recent development and it is not
possible to predict how this market will mature. Investing in Rule 144A
securities could have the effect of increasing the level of Fund illiquidity
to the extent that qualified institutional buyers become, for a time,
uninterested in purchasing these securities.
LOW-RATED AND COMPARABLE UNRATED SECURITIES. Low-rated and comparable
unrated securities (collectively referred to in this discussion as "low
rated" securities) will likely have some quality and protective
characteristics that, in the judgment of the rating organization, are
outweighed by large uncertainties or major risk exposures to adverse
conditions; and are predominantly speculative with respect to the issuer's
capacity to pay interest and repay principal in accordance with the terms of
the obligation. While the market values of low-rated securities tend to react
less to fluctuations in interest rate levels than the market values of
higher-rated securities, the market values of certain low-rated securities
tend to be more sensitive to individual corporate developments and changes in
economic conditions than higher-rated securities. In addition, low-rated
securities generally present a higher degree of credit risk. Issuers of
low-rated securities are often highly leveraged and may not have more
traditional methods of financing available to them so that their ability to
service their debt obligations during an economic downturn or during
sustained periods of rising interest rates may be impaired. The risk of loss
due to default by such issuers is significantly greater because low-rated
securities generally are unsecured and frequently are subordinated to the
prior payment of senior indebtedness. The Fund may incur additional expenses
to the extent that it is required to seek recovery upon a default in the
payment of principal or interest on its portfolio holdings. The existence of
limited markets for low-rated securities may diminish the Fund's ability to
obtain accurate market quotations for purposes of valuing such securities and
calculating its net asset value. Further information regarding security
ratings is contained in the SAI.
STOCK INDEX OPTIONS. The Fund may purchase and write exchange-listed
put and call options on stock indexes to hedge against risks of market-wide
price movements. A stock index measures the movement of a certain group of
stocks by assigning relative values to the common stocks included in the
index. (Examples of well-known stock indexes are the Standard & Poor's 500
Composite Stock Price Index and the New York Stock Exchange Composite Index.)
Options on stock indexes are similar to options on securities. However,
because options on stock indexes do not involve the delivery of an underlying
security, the option represents the holder's right to obtain from the writer
in cash a fixed multiple of the amount by which the exercise price exceeds
(in the case of a put) or is less than (in the case of a call) the closing
value of the underlying index on the exercise date.
Page 9
The advisability of using stock index options to hedge against the
risk of market-wide movements will depend on the extent of diversification of
the Fund's stock investments and the sensitivity of its stock investments to
factors influencing the underlying index. The effectiveness of purchasing or
writing stock index options as a hedging technique will depend upon the
extent to which price movements in the portion of the portfolio being hedged
correlate with price movements in the stock index selected. When the Fund
writes an option on a stock index, it will deposit cash or cash equivalents
or a combination of both in an amount equal to the market value of the
option, in a segregated account with the Fund's custodian and will maintain
the account while the option is open.
REPURCHASE AGREEMENTS. The Fund may engage in repurchase agreements
transactions in pursuit of its investment objective. A repurchase agreement
involves the purchase of a security by the Fund and a simultaneous agreement
(generally with a bank or broker-dealer) to repurchase that security from the
Fund at a specified price and date or upon demand. This technique offers a
method of earning income on idle cash. A risk associated with repurchase
agreements is the failure of the seller to repurchase the securities as
agreed, which may cause the Fund to suffer a loss if the market value of such
securities declines before they can be liquidated on the open market.
Repurchase agreements with a duration of more than seven days are considered
illiquid securities and are subject to the limit on illiquid securities
stated above.
OTHER INVESTMENT COMPANIES. The Fund may invest in securities issued
by other investment companies to the extent that such investments are
consistent with its investment objective and policies and permissible under
the Investment Company Act of 1940, as amended (the "1940 Act"). As a
shareholder of another investment company, the Fund would bear, along with
other shareholders, its pro rata portion of the other investment company's
expenses, including advisory fees. These expenses would be in addition to the
advisory and other expenses that the Fund bears directly in connection with
its own operations.
PORTFOLIO TURNOVER. While securities are purchased for the Fund on
the basis of potential for capital appreciation and not for short-term
trading profits, in the past the portfolio turnover rate of the Fund has
exceeded 100% and may exceed 100% in the future. A portfolio turnover rate of
100% would occur, for example, if all the securities held by the Fund were
replaced once in a period of one year. In past years the Fund's rate of
portfolio turnover exceeded that of certain other mutual funds with the same
investment objective. A higher rate of portfolio turnover (100% or greater)
involves correspondingly greater brokerage commissions and other expenses
which must be borne directly by the Fund and, thus, indirectly by its
shareholders. In addition, a high rate of portfolio turnover may result in
the realization of larger amounts of short-term capital gains which, when
distributed to the Fund's shareholders, are taxable to them as ordinary
income. Nevertheless, security transactions for the Fund will be based only
upon investment considerations and will not be limited by any other
considerations when Dreyfus deems it appropriate to make changes in the
Fund's assets.
LIMITING INVESTMENT RISKS. The Fund is subject to a number of
investment limitations. Certain limitations are matters of fundamental policy
and may not be changed without the affirmative vote of the holders of a
majority of the Fund's outstanding Shares. The SAI describes all of the
Fund's fundamental and non-fundamental restrictions.
The investment objective, policies, restrictions, practices and
procedures of the Fund, unless otherwise specified, may be changed without
shareholder approval. If the Fund's investment objective, policies,
restrictions, practices or procedures change, shareholders should consider
whether the Fund remains an appropriate investment in light of their then
current position and needs.
In order to permit the sale of the Fund's shares in certain states,
the Fund may make commitments more restrictive than the investment policies
and restrictions described in this Prospectus and the SAI. Should the Fund
determine that any such commitment is no longer in the best interests of the
Fund, it may consider terminating sales of its shares in the states involved.
Page 10
MANAGEMENT OF THE FUND
INVESTMENT MANAGER. Dreyfus, located at 200 Park Avenue, New York,
New York 10166, was formed in 1947. Dreyfus is a wholly-owned subsidiary of
Mellon Bank, which is a wholly-owned subsidiary of Mellon Bank Corporation
("Mellon"). As of March 31, 1995, Dreyfus managed or administered
approximately $72 billion in assets for more than 1.9 million investor
accounts nationwide.
Dreyfus serves as the Fund's investment manager. Dreyfus supervises
and assists in the overall management of the Fund's affairs under an
Investment Management Agreement with the Fund, subject to the overall
authority of the Company's Board of Trustees in accordance with Massachusetts
law. Pursuant to the Investment Management Agreement, Dreyfus provides, or
arranges for one or more third parties to provide, investment advisory,
administrative, custody, fund accounting and transfer agency services to the
Fund. As the Fund's investment manager, Dreyfus manages the Fund by making
investment decisions based on the Fund's investment objective, policies and
restrictions.
The Fund is co-managed by Guy R. Scott and Mark E. Donovan. Mr. Scott
is a an Officer of Mellon Bank. Mr. Scott and Mr. Donovan have been employed
by Dreyfus as portfolio managers of the Fund since October 17, 1994. Mr.
Scott is responsible for the Fund and for managing over $280 million among
various institutional accounts. Mr. Scott also serves on the Equity Policy
Group Committee. Previously, Mr. Scott held a position as an Equity Portfolio
Manager for Putnam Advisory, where he was responsible for more than $1
billion in pension assets. A Chartered Financial Analyst, Mr. Scott earned a
B.S. in Economics and an M.B.A. in Finance from the University of Wisconsin.
Mr. Donovan is a Senior Vice President and Vice Chairman of the
Equity Policy Group for The Boston Company where he oversees The Boston
Company's investment strategy. Previously, Mr. Donovan worked as a consultant
with Kaplan Smith & Associates, a subsidiary of CS First Boston Corporation,
and as a securities analyst with Value Line Inc. Mr. Donovan earned a degree
from Rennselaer Polytechnical Institute and is a Chartered Financial Analyst.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Bank Holding Company
Act of 1956, as amended. Mellon provides a comprehensive range of financial
products and services in domestic and selected international markets. Mellon
is among the twenty-five largest bank holding companies in the United States
based on total assets. Mellon's principal wholly-owned subsidiaries are
Mellon Bank, Mellon Bank (DE) National Association, Mellon Bank (MD), The
Boston Company, Inc., AFCO Credit Corporation and a number of companies known
as Mellon Financial Services Corporations. Through its subsidiaries,
including Dreyfus, Mellon managed approximately $193 billion in assets as of
December 31, 1994, including $76 billion in mutual fund assets. As of
December 31, 1994, Mellon, through various subsidiaries, provided
non-investment services, such as custodial or administration services, for
approximately $654 billion in assets, including approximately $74 billion in
mutual fund assets.
Under the Investment Management Agreement, the Fund is contractually
obligated to pay a fee computed daily, and paid monthly, at the annual rate
of .90% of the Fund's average daily net assets less certain expenses
described below. Dreyfus has agreed to waive this fee to .88% of the Fund's
average daily net assets less certain expenses described below. Dreyfus pays
all of the Fund's expenses, except brokerage fees, taxes, interest, fees and
expenses of the non-interested Trustees (including counsel fees), Rule 12b-1
fees (if applicable) and extraordinary expenses. Although Dreyfus does not
pay for the fees and expenses of the non-interested Trustees (including
counsel fees), Dreyfus is contractually required to reduce its investment
management fee in an amount equal to the Fund's allocable share of such fees
and expenses. In order to compensate Dreyfus for paying virtually all of the
Fund's expenses, the Fund's investment management fee is higher than the
investment advisory fees paid by most investment companies. Most, if not all,
such companies also pay for a portion of the non-investment advisory expenses
that
Page 11
are not paid by such companies' investment advisers. From time to time,
Dreyfus may waive (either voluntarily or pursuant to applicable state
limitations) additional investment management fees payable by the Fund. From
April 4, 1994, to October 17, 1994, the Fund was advised by Mellon Bank under
the Investment Management Agreement. Prior to April 4, 1994, the Fund was
advised by The Boston Company Advisors, Inc. pursuant to a written agreement
approved by the Company's Trustees. For the period January 1, 1994, to April
3, 1994, the Fund paid its investment adviser, The Boston Company Advisors,
Inc. ("Boston Advisors") (an indirect wholly-owned subsidiary of Mellon Bank
Corporation) 0.75% (annualized) of its average daily net assets in investment
advisory fees, under the Fund's previous investment advisory contract (such
contract only covered the provision of investment advisory and certain
specified administrative services). For the period April 4, 1994 through the
fiscal year ended December 31, 1994, the Fund paid Mellon Bank or Dreyfus
0.88% (annualized) of its average daily net assets in Dreyfus investment
management fees (net of fees waived), less fees and expenses of the
non-interested Trustees (including counsel fees). For the fiscal year ended
December 31, 1993 the Fund paid its investment adviser, Boston Advisors, (an
indirect wholly-owned subsidiary of Mellon Bank Corporation) 0.75% in
investment advisory fees under the Fund's previous investment advisory
contract (such contract only covered the provision of investment advisory and
certain specified administrative services).
For the fiscal period ended December 31, 1994, total operating
expenses (excluding Rule 12b-1 fees) (net of fees waived) of the Fund were
0.89%, 0.89%, and 0.86% (annualized) of the average daily net assets of the
Investor Class, the Institutional Class and Class R, respectively. For more
information concerning Investor or Class R shares, see the current prospectus
for Investor or Class R shares.
In addition, Institutional and Investor shares may be subject to
certain distribution fees. See "Distribution Plan."
Dreyfus may pay the Fund's Distributor for shareholder services from
Dreyfus'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 in respect of these services.
Dreyfus is authorized to allocate purchase and sale orders for
portfolio securities to certain financial institutions, including, in the
case of agency transactions, financial institutions that are affiliated with
Dreyfus or Mellon Bank or that have sold shares of the Fund, if Dreyfus
believes that the quality of the transaction and the commission are
comparable to what they would be with other qualified brokerage firms. From
time to time, to the extent consistent with its investment objective, policies
and restrictions, the Fund may invest in securities of companies with which
Mellon Bank has a lending relationship.
The Fund's distributor is Premier Mutual Fund Services, Inc. (the
"Distributor"). The Distributor is located at One Exchange Place, Boston,
Massachusetts 02109. The Distributor is a wholly-owned subsidiary of
Institutional Administration Services, Inc., a provider of mutual fund
administration services, the parent company of which is Boston Institutional
Group, Inc.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, AND
SUB-ADMINISTRATOR_Mellon Bank (One Mellon Bank Center, Pittsburgh,
Pennsylvania 15258) is the Fund's custodian. The Fund's Transfer and Dividend
Disbursing Agent is The Shareholder Services Group, Inc. (the "Transfer
Agent"), a subsidiary of First Data Corporation, One American Express Plaza,
Providence, Rhode Island 02903. Premier Mutual Fund Services, Inc. serves as
the Fund's sub-administrator and, pursuant to a Sub-Administration Agreement,
provides various administrative and corporate secretarial services to each
Fund.
HOW TO BUY FUND SHARES
GENERAL_Institutional shares are offered to those customers of
certain financial planners and investment advisers who held shares of a
predecessor class of the Fund on April 4, 1994. In addition to Institutional
shares, the Fund also offers Investor and Class R shares through a separate
prospectus. Investor shares are offered to any investor and may be purchased
through the Distributor or Agents that
Page 12
have entered into Selling Agreements with the Distributor. Investor and Class
R shares are not subject to a sales charge or purchases or redemptions.
Investor shares are subject to a Rule 12b-1 fee at an annual rate of up to
.25 of 1% of the Fund's average net assets attributable to Investor shares.
Class R shares are sold primarily to Banks acting on behalf of customers
having a qualified trust or investment account or relationship at such
institution. For more information concerning Investor or Class R shares, see
the current prospectus for Investor and Class R shares.
Stock certificates are issued only upon your written request. The
Fund reserves the right to reject any purchase order.
The minimum initial investment is $2,500.
You may purchase Fund shares by check or wire, or through the Dreyfus
TELETRANSFER Privilege described below. Checks should be made payable to "The
Dreyfus Family of Funds" or, if for Dreyfus retirement plan accounts, to "The
Dreyfus Trust Company, Custodian." Payments to open new accounts which are
mailed should be sent to The Dreyfus Family of Funds, P.O. Box 6587,
Providence, Rhode Island 02940-6587, together with your Account Application
indicating which Class of shares is being purchased. For subsequent
investments, your Fund account number should appear on the check and an invest
ment slip should be enclosed and sent to The Dreyfus Family of Funds, P.O.
Box 105, Newark, New Jersey 07101-0105. For Dreyfus retirement plan accounts,
both initial and subsequent investments should be sent to The Dreyfus Trust
Company, Custodian, P.O. Box 6427, Providence, Rhode Island 02940-6427.
Neither initial nor subsequent investments should be made by third party
check.
Wire payments may be made if your bank account is in a commercial
bank that is a member of the Federal Reserve System or any other bank having
a correspondent bank in New York City. To purchase Institutional shares in
your name, immediately available funds may be transmitted by wire to Boston
Safe Deposit & Trust Co., DDA# 044121.
The wire must include your Fund account number (for new accounts,
your Taxpayer Identification Number ("TIN") should be included instead),
account registration and dealer number, if applicable. If your initial
purchase of Fund shares is by wire, you should call 1-800-645-6561 after
completing your wire payment in order to obtain your Fund account number.
Please include your Fund account number on the Fund's Account Application and
promptly mail the Account Application to the Fund, as no redemptions will be
permitted until the Account Application is received. You may obtain further
information about remitting funds in this manner from your bank. All payments
should be made in U.S. dollars and, to avoid fees and delays, should be drawn
only on U.S. banks. A charge will be imposed if any check used for investment
in your account does not clear. The Fund makes available to certain large
institutions the ability to issue purchase instructions through compatible
computer facilities.
Subsequent investments also may be made by electronic transfer of
funds from an account maintained in a bank or other domestic financial
institution that is an Automated Clearing House ("ACH") member. You must
direct the institution to transmit immediately available funds through the
ACH System to Boston Safe Deposit &Trust Co. with instructions to credit your
Fund account. The instructions must specify your Fund account registration
and Fund account number PRECEDED BY THE DIGITS "4020".
The Distributor may pay dealers a fee of up to .5% of the amount
invested through such dealers in Fund shares by employees participating in
qualified or non-qualified employee benefit plans or other programs where (i)
the employers or affiliated employers maintaining such plans or programs have
a minimum of 250 employees eligible for participation in such plans or
programs or (ii) such plan's or program's aggregate investment in the Dreyfus
Family of Funds or certain other products made available by the Distributor
to such plans or programs exceeds one million dollars ("Eligible Benefit
Plans"). The determination of the number of employees eligible for
participation in a plan or program shall be made on the date Fund shares are
first purchased by or on behalf of employees participating in such plan or
program and on each subsequent January 1st. All present holdings of shares of
funds in the
Page 13
Dreyfus Family of Funds by Eligible Benefit Plans will be aggregated to
determine the fee payable with respect to each purchase of Fund shares. The
Distributor reserves the right to cease paying these fees at any
time. The Distributor will pay such fees from its own funds, other than
amounts received from the Fund, including past profits or any other source
available to it.
Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Other Distributions and
Taxes" and the Fund's Account Application for further information concerning
this requirement. Failure to furnish a certified TIN to the Fund could
subject you to a $50 penalty imposed by the Internal Revenue Service (the
"IRS").
NET ASSET VALUE ("NAV"). An investment portfolio's NAV refers to the
worth of one share. The NAV for the Institutional shares of the Fund is
computed by adding with respect to that class of shares the value of all the
class' investments, cash, and other assets, deducting liabilities and
dividing the result by number of shares of that class outstanding. The
valuation of assets for determining NAV for the Fund may be summarized as
follows:
The portfolio securities of the Fund, except as otherwise noted,
listed or traded on a stock exchange, are valued at the latest sale price. If
no sale is reported, the mean of the latest bid and asked prices is used.
Securities traded over-the-counter are priced at the mean of the latest bid
and asked prices but will be valued at the last sale price if required by
regulations of the SEC. When market quotations are not readily available,
securities and other assets are valued at fair value as determined in good
faith in accordance with procedures established by the Board of Trustees.
Bonds are valued through valuations obtained from a commercial
pricing service or at the most recent mean of the bid and asked prices
provided by investment dealers in accordance with procedures established by
the Board of Trustees.
Pursuant to a determination by the Company's Board of Trustees that
such value represents fair value, debt securities with maturities of 60 days
or less held by the Fund are valued at amortized cost. When a security is
valued at amortized cost, it is valued at its cost when purchased, and
thereafter by assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument.
NAV is determined at the close of the New York Stock Exchange
("NYSE") on each day that the NYSE is open (a "business day"). Investments
and requests to exchange or redeem shares received by the Transfer Agent
before the close of regular trading on the NYSE (usually 4 p.m., Eastern
time) are effective on, and will receive the price determined, that day
(except purchase orders made through the Dreyfus TELETRANSFER Privilege which
are effective one business day after your call). Investment, exchange or
redemption requests received after the close of the NYSE are effective on,
and receive the first share price determined, the next business day.
The public offering price of Institutional shares is the NAV per
share of that class.
The NAV of most shares of investment portfolios advised by Dreyfus
(other than the money market funds) is published in leading newspapers daily.
The yield of most of The Dreyfus Funds' money market funds is published
weekly in leading financial publications and in most local newspapers. The
NAV of any Fund may also be obtained by calling 1-800-645-6561.
The public offering price of Investor shares and Class R shares is
the NAV of that Class.
DREYFUS TELETRANSFER PRIVILEGE _ You may purchase Fund shares
(minimum $500 and maximum $150,000 per day) by telephone if you have checked
the appropriate box and supplied the necessary information on the Fund's
Account Application or have filed a Shareholder Services Form with the Transfe
r 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 ACH member may be
so designated. The Fund may modify or terminate this Privilege at any time or
charge a service fee upon notice to shareholders. No such fee currently is
contemplated.
Page 14
If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a TELETRANSFER purchase of Institutional shares by telephoning
1-800-221-4060 or, if calling from overseas, 1-401-455-3306.
SHAREHOLDER SERVICES
The services and privileges described under this heading may not be
available to clients of certain Agents and some Agents may impose certain
conditions on their clients which are different from those described in this
Prospectus. You should consult your Agent in this regard.
FUND EXCHANGES
You may purchase, in exchange for Institutional shares of the Fund,
shares of certain other funds managed or administered by Dreyfus, to the
extent such shares are offered for sale in your state of residence. These
funds have different investment objectives which may be of interest to you.
If you desire to use this service, please call 1-800-645-6561 to determine if
it is available and whether any conditions are imposed on its use.
Shareholders are limited to six exchanges out of the Fund during the calendar
year.
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.
Before any exchange, you must obtain and should review a copy of the current
prospectus of the fund into which the exchange is being made. Prospectuses
may be obtained by calling 1-800-645-6561. Except in the case of Personal
Retirement Plans, the shares being exchanged must have a current value of at
least $500; furthermore, when establishing a new account by exchange, the
shares being exchanged must have a value of at least the minimum initial
investment required for the fund into which the exchange is being made. The
ability to issue exchange instructions by telephone is given to all Fund
shareholders automatically, unless you check the relevant "NO" box on the
Account Application, indicating that you specifically refuse this Privilege.
The Telephone Exchange Privilege may be established for an existing account
by written request, signed by all shareholders on the account, or by a
separate signed Shareholder Services Form, also available by calling
1-800-645-6561. If you have established the Telephone Exchange Privilege, you
may telephone exchange instructions by calling 1-800-221-4060 or, if calling
from overseas, 1-401-455-3306. See "How to Redeem Fund Shares_Procedures."
Upon an exchange into a new account, the following shareholder services and
privileges, as applicable and where available, will be automatically carried
over to the fund into which the exchange is made: Telephone Exchange
Privilege, Wire Redemption Privilege, Telephone Redemption Privilege, Dreyfus
TELETRANSFER Privilege and the dividends and distributions payment option
(except for Dreyfus Dividend Sweep) selected by you.
Shares will be exchanged at the next determined NAV; however, a sales
load may be charged with respect to exchanges of Institutional shares into
funds sold with a sales load. If you are exchanging Institutional shares into
a fund that charges a sales load, you may qualify for share prices which do
not include the sales load or which reflect a reduced sales load, if the
shares of the fund from which you are exchanging were: (a) purchased with a
sales load, (b) acquired by a previous exchange from shares purchased with a
sales load or, (c) acquired through reinvestment of dividends or other
distributions paid with respect to the foregoing categories of shares. To
qualify, at the time of the exchange you must notify the Transfer Agent or
your Agent must notify the Distributor. Any such qualification is subject to
confirmation of your holdings through a check of appropriate records. See
"Shareholder Services" in the SAI. No fees currently are charged shareholders
directly in connection with exchanges, although the Fund reserves the right,
upon not less than 60 days' written notice, to charge shareholders a nominal
fee in accordance with rules promulgated by the SEC. The Fund reserves the
right to reject any exchange request in whole or in part. The availability of
Fund exchanges may be modified or terminated at any time upon notice to
shareholders.
The exchange of shares of one fund for shares of another is treated
for Federal income tax purposes as a sale of the shares given in exchange by
the shareholder and, therefore, an exchanging shareholder may realize a
taxable gain or loss.
Page 15
DREYFUS AUTO-EXCHANGE PRIVILEGE
Dreyfus Auto-Exchange Privilege enables you to invest regularly (on a
semi-monthly, monthly, quarterly or annual basis), in exchange for
Institutional shares of the Fund, in shares other funds in the Dreyfus Family
of Funds of which you are currently an investor. The amount you designate,
which can be expressed either in terms of a specific dollar or share amount
($100 minimum), will be exchanged automatically on the first and/or fifteenth
day of the month according to the schedule you have selected. Shares will be
exchanged at the then-current NAV; however a sales load may be charged with
respect to exchanges of Institutional shares into funds sold with a sales
load. The right to exercise this Privilege may be modified or canceled by the
Fund or the Transfer Agent. You may modify or cancel your exercise of this
Privilege at any time by mailing written notification to The Dreyfus Family
of Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. The Fund may
charge a service fee for the use of this Privilege. No such fee currently is
contemplated. The exchange of shares of one fund for shares of another is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the shareholder and, therefore, an exchanging shareholder may
realize a taxable gain or loss. For more information concerning this
Privilege and the funds in the Dreyfus Family of Funds eligible to
participate in this Privilege, or to obtain a Dreyfus Auto-Exchange
Authorization Form, please call toll free
1-800-645-6561.
DREYFUS-AUTOMATIC ASSET BUILDER
Dreyfus-AUTOMATIC Asset Builder permits you to purchase Fund shares
(minimum of $100 and maximum of $150,000 per transaction) at regular
intervals selected by you. Fund shares are purchased by transferring funds
from the bank account designated by you. At your option, the bank account
designated by you will be debited in the specified amount, and Fund shares
will be purchased, once a month, on either the first or fifteenth day, or
twice a month, on both days. Only an account maintained at a domestic
financial institution which is an ACH member may be so designated. To
establish a Dreyfus-AUTOMATIC Asset Builder account, you must file an
authorization form with the Transfer Agent. You may obtain the necessary
authorization form by calling 1-800-645-6561. You may cancel your
participation in this Privilege or change the amount of purchase at any time
by mailing written notification to The Dreyfus Family of Funds, P.O. Box
6587, Providence, Rhode Island 02940-6587, or, if to Dreyfus retirement plan
accounts to The Dreyfus Trust Company, Custodian, P.O. Box 6427, Providence,
Rhode Island 02940-6427, and the notification will be effective three
business days following receipt. The Fund may modify or terminate this
Privilege at any time or charge a service fee. No such fee currently is
contemplated.
DREYFUS DIVIDEND OPTIONS
Dreyfus Dividend Sweep enables you to invest automatically dividends
or dividends and capital gain distributions, if any, paid by the
Institutional shares of the Fund in shares of another fund in the Dreyfus
Family of Funds of which you are an investor. Shares of the other fund will
be purchased at the then-current NAV; however, a sales load may be charged
with respect to investments in shares of a fund sold with a sales load. If
you are investing in a fund that charges a sales load, you may qualify for
share prices which do not include the sales load or which reflect a reduced
sales load. See "Shareholder Services" in the SAI. Dreyfus Dividend ACH
permits you to transfer electronically on the payment date 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 ACH member may be so designated. Banks may charge a
fee for this service.
For more information concerning these Privileges, or to request a
Dreyfus Dividend Options Form, please call toll free 1-800-645-6561. You may
cancel these Privileges by mailing written notification to The Dreyfus Family
of Funds, P.O. Box 6587, Providence, Rhode Island 02940-6587. Enrollment in
or cancellation of these Privileges is effective three business days
following receipt. These Privileges are
Page 16
available only for existing accounts and may not be used to open new accounts.
Minimum subsequent investments do not apply for Dreyfus Dividend Sweep. The
Fund may modify or terminate these Privileges at any time or charge a service
fee. No such fee currently is contemplated. Shares held under Keogh Plans,
IRAs or other retirement plans are not eligible for Dreyfus Dividend Sweep.
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 Federal government automatically deposited into your
Fund account. You may deposit as much of such payments as you elect. You
should consider whether Direct Deposit of your entire payment into a fund
with fluctuating NAV, such as the Fund, may be appropriate for you. To enroll
in Dreyfus Government Direct Deposit, you must file with the Transfer Agent a
completed Direct Deposit Sign-Up Form for each type of payment that you
desire to include in this Privilege. The appropriate form may be obtained by
calling 1-800-645-6561. Death or legal incapacity will terminate your
participation in this Privilege. You may elect at any time to terminate your
participation by notifying in writing the appropriate Federal agency.
Further, the Fund may terminate your participation upon 30 days' notice to
you.
DREYFUS PAYROLL SAVINGS PLAN
Dreyfus Payroll Savings Plan permits you to purchase Fund shares
(minimum of $100 per transaction) automatically on a regular basis. Depending
upon the direct deposit program of your employer, you may have part or all of
your paycheck transferred to your existing Dreyfus account electronically
through the ACH system at each pay period. To establish a Dreyfus Payroll
Savings Plan account, you must file an authorization form with your
employer's payroll department. Your employer must complete the reverse side
of the form and return it to The Dreyfus Family of Funds, P.O. Box 6587,
Providence, Rhode Island 02940-6587. You may obtain the necessary
authorization form by calling 1-800-645-6561. You may change the amount of
purchase or cancel the authorization only by written notification to your
employer. It is the sole responsibility of your employer, not the
Distributor, Dreyfus, the Fund, the Transfer Agent or any other person, to
arrange for transactions under the Dreyfus Payroll Savings Plan. The Fund may
modify or terminate this Privilege at any time or charge a service fee. No
such fee currently is contemplated.
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. An application for the Automatic
Withdrawal Plan can be obtained by calling 1-800-645-6561. The Automatic
Withdrawal Plan may be ended at any time by the shareholder, the Fund or the
Transfer Agent. Shares for which certificates have been issued may not be
redeemed through the Automatic Withdrawal Plan.
RETIREMENT PLANS
The Fund offers a variety of pension and profit-sharing plans,
including Keogh Plans, IRAs, SEP-IRAs and IRA "Rollover Accounts," 401(k)
Salary Reduction Plans and 403(b)(7) Plans. Plan support services also are
available. You can obtain details on the various plans by calling the
following numbers toll free: for Keogh Plans, please call 1-800-358-5566;
for IRAs and IRA "Rollover Accounts," please call 1-800-645-6561; for
SEP-IRAs, 401(k) Salary Reduction Plans and 403(b)(7) Plans, please call
1-800-322-7880.
HOW TO REDEEM FUND SHARES
GENERAL_You may request redemption of your shares at any time.
Redemption requests should be transmitted to the Transfer Agent as described
below. When a request is received in proper form, the Fund will redeem the
shares at the next determined NAV as described below. If you hold Fund shares
Page 17
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 when shares are redeemed directly through
the Distributor. Agents or other institutions may charge their clients a
nominal fee for effecting redemptions of Fund shares. Any certificates
representing Fund shares being redeemed must be submitted with the redemption
request. The value of the shares redeemed may be more or less than their
original cost, depending upon the Fund's then-current NAV.
The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in
proper form, except as provided by the rules of the SEC. HOWEVER, IF YOU HAVE
PURCHASED FUND SHARES BY CHECK, BY THE DREYFUS TELETRANSFER PRIVILEGE OR
THROUGH DREYFUS-AUTOMATIC ASSET BUILDER AND SUBSEQUENTLY SUBMIT A WRITTEN
REDEMPTION REQUEST TO THE TRANSFER AGENT, THE REDEMPTION PROCEEDS WILL BE
TRANSMITTED TO YOU PROMPTLY UPON BANK CLEARANCE OF YOUR PURCHASE CHECK,
DREYFUS TELETRANSFER PURCHASE OR DREYFUS-AUTOMATIC ASSET BUILDER ORDER, WHICH
MAY TAKE UP TO EIGHT BUSINESS DAYS OR MORE. IN ADDITION, THE FUND WILL REJECT
REQUESTS TO REDEEM SHARES BY WIRE OR TELEPHONE OR PURSUANT TO THE DREYFUS
TELETRANSFER PRIVILEGE FOR A PERIOD OF EIGHT BUSINESS DAYS AFTER RECEIPT BY
THE TRANSFER AGENT OF THE PURCHASE CHECK, THE DREYFUS TELETRANSFER PURCHASE
OR THE DREYFUS-AUTOMATIC ASSET BUILDER ORDER AGAINST WHICH SUCH REDEMPTION IS
REQUESTED. THESE PROCEDURES WILL NOT APPLY IF YOUR SHARES WERE PURCHASED BY
WIRE PAYMENT, OR IF YOU OTHERWISE HAVE A SUFFICIENT COLLECTED BALANCE IN YOUR
ACCOUNT TO COVER THE REDEMPTION REQUEST. PRIOR TO THE TIME ANY REDEMPTION IS
EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL ACCRUE AND BE PAYABLE, AND YOU WILL
BE ENTITLED TO EXERCISE ALL OTHER RIGHTS OF BENEFICIAL OWNERSHIP. Fund shares
will not be redeemed until the Transfer Agent has received your Account
Application.
The Fund reserves the right to redeem your account at its option upon
not less than 45 days' written notice if the net asset value of your account
is $500 or less and remains so during the notice period.
PROCEDURES_You may redeem Fund shares by using the regular
redemption procedure through the Transfer Agent, the Wire Redemption
Privilege, the Telephone Redemption Privilege or the Dreyfus TELETRANSFER
Privilege. 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.
You may redeem Fund shares by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed a Shareholder
Services Form with the Transfer Agent. If you select a telephone redemption
privilege or Telephone Exchange Privilege, which is granted automatically
unless you refuse it, you authorize the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be you, or a
representative of your 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 NAV may fluctuate.
page 18
REGULAR REDEMPTION. Under the regular redemption procedure, you may
redeem your shares by written request mailed to The Dreyfus Family of Funds,
P.O. Box 6587, Providence, Rhode Island 02940-6587, or if for the Dreyfus
retirement plan accounts to the Dreyfus Trust Company, Custodian, P.O. Box
6427, Providence, Rhode Island 02940-6427. These requests will be forwarded
to the Fund and will be processed only upon receipt thereby. For the location
of the nearest Financial Center, please call the telephone number listed
under "General Information." Redemption requests must be signed by each
shareholder, including each owner of a joint account, and each signature must
be guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies
and savings associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP"), and the Stock Exchanges Medallion Program. For
more information with respect to signature-guarantees, please call one of the
telephone numbers listed under "General Information."
Redemption proceeds of at least $1,000 will be wired to any member
bank of the Federal Reserve System in accordance with a written
signature-guaranteed request.
WIRE REDEMPTION PRIVILEGE. You may request by wire or telephone that
redemption proceeds (minimum $1,000) be wired to your account at a bank which
is a member of the Federal Reserve System, or a correspondent bank if your
bank is not a member. To establish the Wire Redemption Privilege, you must
check the appropriate box and supply the necessary information on the Fund's
Account Application or file a Shareholder Services Form with the Transfer
Agent. You may direct that redemption proceeds be paid by check (maximum
$150,000 per day) made out to the owners of record and mailed to your
address. Redemption proceeds of less than $1,000 will be paid automatically
by check. Holders of jointly registered Fund or bank accounts may have
redemption proceeds of only up to $250,000 wired within any 30-day period.
You may telephone redemption requests by calling 1-800-221-4060 or, if
calling from overseas, 1-401-455-3306. The Fund reserves the right to refuse
any redemption request, including requests made shortly after a change of
address, and may limit the amount involved or the number of such requests.
This Privilege may be modified or terminated at anytime by the Transfer Agent
or the Fund. The Fund's SAI sets forth instructions for transmitting
redemption requests by wire. Shares held under Keogh Plans, IRAs or other
retirement plans, and shares for which certificates have been issued, are not
eligible for this Privilege.
TELEPHONE REDEMPTION PRIVILEGE. You may redeem Fund shares (maximum
$150,000 per day) by telephone if you checked the appropriate box on the
Fund's Account Application or have filed a Shareholder Services Form with the
Transfer Agent. The redemption proceeds will be paid by check and mailed to
your address. You may telephone redemption instructions by calling
1-800-221-4060 or, if calling from overseas, 1-401-455-3306. 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. This Privilege may be modified or
terminated at anytime by the Transfer Agent or the Fund. Shares held under
Keogh Plans, IRAs or other retirement plans, and shares for which certificates
have been issued, are not eligible for this Privilege.
DREYFUS TELETRANSFER PRIVILEGE. You may redeem Fund shares (minimum
$500 per day) by telephone if you have checked the appropriate box and
supplied the necessary information on the Fund's Account Application or have
filed a Shareholder Services Form with the Transfer Agent. The proceeds will
be transferred between your Fund account and the bank account designated in
one of these documents. Only such an account maintained in a domestic
financial institution which is an ACH member may be so designated. Redemption
proceeds will be on deposit in your account at an ACH member bank ordinarily
two days after receipt of the redemption request or, at your request, paid by
check (maximum $150,000 per day) and mailed to your address. Holders of
jointly registered Fund or bank
Page 19
accounts may redeem through the Dreyfus TELETRANSFER Privilege for transfer
to their bank account only up to $250,000 within any 30-day period. The Fund
reserves the right to refuse any request made by telephone, including requests
made shortly after a change of address, and may limit the amount involved or
the number of such requests. The Fund may modify or terminate this Privilege
at any time or charge a service fee upon notice to shareholders. No such fee
currently is contemplated.
If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER redemption of Fund shares by telephoning
1-800-221-4060 or, if calling from overseas, 1-401-455-3306. Shares held
under Keogh Plans, IRAs or other retirement plans, and shares issued in
certificate form, are not eligible for this Privilege.
DISTRIBUTION PLAN
Institutional and Investor shares are subject to a Distribution Plans
(the "Plans") adopted pursuant to Rule 12b-1 under the 1940 Act ("Rule
12b-1"). The Institutional and Investor shares of the Fund bear some of the
cost of selling those shares under the Plan. The Plan allows the Fund to
spend annually up to 0.15% of its average daily net assets attributable to
Institutional shares and 0.25% of its average daily net assets attributable
to Investor shares, to compensate the Distributor for expenses primarily
intended to result in the sale of Institutional and Investor shares of the
Fund, Dreyfus Service Corporation, an affiliate of Dreyfus, for shareholder
servicing activities. The Plans allow the Distributor to make payments from
the Rule 12b-1 fees it collects from the Fund to compensate Agents that have
entered into Selling Agreements ("Agreements") with the Distributor. Under
the Agreements, the Agents are obligated to provide distribution related
services with regard to the Fund and/or shareholder services to the Agent's
clients that own Institutional or Investor shares of the Fund.
The Fund and the Distributor may suspend or reduce payments under the
Plan at any time, and payments are subject to the continuation of the Fund's
Plans and the Agreements described above. From time to time, the Agents, the
Distributor and the Fund may agree to voluntarily reduce the maximum fees
payable under the Plan. See the SAI for more details on the Plans.
Potential investors should read this Prospectus in light of the terms
governing Agreements with their Agents. An Agent entitled to receive
compensation for selling and servicing the Fund's shares may receive
different compensation with respect to one class of shares over another.
DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES
The Fund declares and pays dividends from its net investment income,
if any, four times yearly and distributes net realized gains, if any, once a
year, but it may make distributions on a more frequent basis to comply with
the distribution requirements of the Code, in all events in a manner
consistent with the provisions of the 1940 Act. The Fund will not make
distributions from net realized gains unless capital loss carryovers, if any,
have been utilized or have expired. Investors other than qualified retirement
plans may choose whether to receive dividends and other distributions in cash
or to reinvest them in additional Fund shares; dividends and other
distributions paid to qualified retirement plans are reinvested automatically
in additional Fund shares at NAV. All expenses are accrued daily and deducted
before declaration of dividends to investors. Dividends paid by each Class
will be calculated at the same time and in the same manner and will be in the
same amount, except that the expenses attributable solely to a particular
Class will be borne exclusively by that Class. Investor shares will receive
lower per share dividends than Institutional and Class R shares because of
the higher expenses borne by the Investor shares. Institutional shares will
receive lower per share dividends than Class R shares because of the higher
expenses borne by the Institutional shares. See "Expense Summary."
It is expected that the Fund will qualify as a "regulated investment
company" under the Code so long as such qualification is in the best
interests of its shareholders. Such qualification
Page 20
will relieve the Fund of any liability for Federal income tax to the extent
its earnings are distributed in accordance with applicable provisions of the
Code.
Dividends derived from net investment income, together with
distributions from net realized short-term capital gains and all or a portion
of any gains realized from the sale or other disposition of certain market
discount bonds, paid by the Fund will be taxable to U.S. shareholders,
including certain non-qualified retirement plans, as ordinary income whether
received in cash or reinvested in Fund shares. Distributions from the Fund's
net realized long-term capital gains will be taxable to such shareholders as
long-term capital gains for Federal income tax purposes, regardless of how
long the shareholders have held their Fund shares and whether such
distributions are received in cash or reinvested in Fund shares. The net
capital gain of an individual generally will not be subject to Federal income
tax at a rate in excess of 28%. Dividends and other distributions also may be
subject to state and local taxes.
Dividends derived from net investment income, together with
distributions from net realized short-term capital gains and all or a portion
of any gains realized from the sale or other disposition of certain market
discount bonds, paid by the Fund to a foreign investor generally are subject
to U.S. withholding tax at the rate of 30%, unless the foreign investor
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term capital gains paid by the Fund to a foreign
investor, as well as the proceeds of any redemptions from a foreign
investor's account, regardless of the extent to which gain or loss may be
realized, generally will not be subject to U.S. withholding tax. However,
such distributions may be subject to backup withholding, as described below,
unless the foreign investor certifies his non-U.S. residency status.
Notice as to the tax status of your dividends and other distributions
will be mailed to you annually. You also will receive periodic summaries of
your account which will include information as to dividends and distributions
from net realized, long-term capital gains, if any, paid during the year.
Dividends paid by the Fund to qualified retirement plans ordinarily
will not be subject to taxation until the proceeds are distributed from the
retirement plans. The Fund will not report to the IRS dividends paid to such
plans. Generally, distributions from qualified retirement plans, except those
representing returns of non-deductible contributions thereto, will be taxable
as ordinary income and, if made prior to the time the participant reaches age
591/2, generally will be subject to an additional tax equal to 10% of the
taxable portion of the distribution. If the distribution from such a
retirement plan (other than certain governmental or church plans) for any
taxable year following the year in which the participant reaches age 701/2 is
less than the "minimum required distribution" for that taxable year, an
excise tax equal to 50% of the deficiency may be imposed by the IRS. The
administrator, trustee or custodian of such a retirement plan will be
responsible for reporting distributions from such plans to the IRS. Moreover,
certain contributions to a qualified retirement plan in excess of the amounts
permitted by law may be subject to an excise tax.
With respect to individual investors and certain non-qualified
retirement plans, Federal regulations generally require the Fund to withhold
("backup withholding") and remit to the U.S. Treasury 31% of dividends,
distributions from net realized long-term capital gains and the proceeds of
any redemption, regardless of the extent to which gain or loss may be
realized, paid to a shareholder if such shareholder fails to certify either
that the TIN furnished in connection with opening an account is correct or
that such shareholder has not received notice from the IRS of being subject
to backup withholding as a result of a failure to properly report taxable
dividend or interest income on a Federal income tax return. Furthermore, the
IRS may notify the Fund to institute backup withholding if the IRS determines
a shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax
Page 21
imposed on the record owner of the account and may be claimed as a credit on
the record owner's Federal income tax return.
The Fund may be subject to a non-deductible 4% excise tax, measured
with respect to certain undistributed amounts of taxable investment income
and capital gains.
You should consult your tax advisers regarding specific questions as
to Federal, state or local taxes.
PERFORMANCE INFORMATION
For purposes of advertising, performance for each Class may be
calculated on the basis of average annual total return and/or total return.
These total return figures reflect changes in the price of the shares and
assume that any income dividends and/or capital gains distributions made by
the Fund during the measuring period were reinvested in shares of the same
Class. These figures also take into account any applicable service and
distribution fees. As a result, at any given time, the performance of the
Investor shares should be expected to be lower than that of the Institutional
shares and the performance of the Institutional shares should be expected to
be lower than that of Class R shares. Performance for each Class will be
calculated separately.
Average annual total return is calculated pursuant to a standardized
formula which assumes that an investment was purchased with an initial
payment of $1,000 and that the investment was redeemed at the end of a stated
period of time, after giving effect to the reinvestment of dividends and
other distributions during the period. The return is expressed as a
percentage rate which, if applied on a compounded annual basis, would result
in the redeemable value of the investment at the end of the period.
Advertisements of the Fund's performance will include the Fund's average
annual total return for one, five and ten year periods, or for shorter periods
depending upon the length of time during which the Fund has operated.
Computations of average annual total return for periods of less than one year
represent an annualization of the Fund's actual total return for the
applicable period.
Total return is computed on a per share basis and assumes the
reinvestment of dividends and other distributions. Total return generally is
expressed as a percentage rate which is calculated by combining the income
and principal changes for a specified period and dividing by the net asset
value per share at the beginning of the period. Advertisements may include
the percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes the application
of the percentage rate of total return.
The Fund may also advertise the yield on a Class of shares. The
Fund's yield is calculated by dividing a Class of shares' annualized net
investment income per share during a recent 30-day (or one month) period by
the maximum public offering price per Class of such share on the last day of
that period. Since yields fluctuate, yield data cannot necessarily be used to
compare an investment in a Class of shares with bank deposits, savings
accounts, and similar investment alternatives which often provide an
agreed-upon or guaranteed fixed yield for a stated period of time.
Performance will vary from time to time and past results are not
necessarily representative of future results. You should remember that
performance is a function of portfolio management in selecting the type and
quality of portfolio securities and is affected by operating expenses.
Performance information, such as that described above, may not provide a
basis for comparison with other investments or other investment companies
using a different method of calculating performance.
The Fund may compare the performance of its shares with various
industry standards of performance including Lipper Analytical Services, Inc.
ratings, Standard and Poor's 500 Composite Stock Price Index, the Consumer
Price Index, and the Dow Jones Industrial Average. Performance rankings as
reported in CHANGING TIMES, BUSINESS WEEK, INSTITUTIONAL INVESTOR, THE WALL
STREET JOURNAL, MUTUAL FUND FORECASTER, NO LOAD INVESTOR, MONEY MAGAZINE,
MORNINGSTAR MUTUAL FUND VALUES, U.S. NEWS AND WORLD REPORT, FORBES, FORTUNE,
BARRON'S and similar publications may also be used in comparing the Fund's
per-
Page 22
formance. Furthermore, the Fund may quote its shares' total returns and
yields in advertisements or in shareholder reports. The Fund may also
advertise non-standardized performance information, such as total return for
periods other than those required to be shown or cumulative performance data.
The Fund may advertise a quotation of yield or other similar quotation
demonstrating the income earned or distributions made by the Fund.
GENERAL INFORMATION
The Company was organized as a Massachusetts business trust under the
laws of the Commonwealth of Massachusetts on March 30, 1979 under the name
The Boston Company Fund, changed its name effective April 4, 1994 to The
Laurel Funds Trust, and then changed its name to The Dreyfus/Laurel Funds
Trust on October 17, 1994. The Company is registered with the SEC under the
1940 Act, as a managed investment company. The Fund is a portfolio of the
Company. The Fund's shares are classified into three classes_ Institutional
Shares, Investor shares and Class R. The Company's Agreement and Declaration
of Trust permits the Board of Trustees to create an unlimited number of
investment portfolios (each a "fund").
Each share (regardless of Class) has one vote. All shares of all
funds (and Classes thereof) vote together as a single Class, except as to any
matter for which a separate vote of any fund or Class is required by the 1940
Act, and except as to any matter which affects the interests of one or more
particular funds or Classes, in which case only the shareholders of the
affected fund or Classes are entitled to vote, each as a separate Class. Only
holders of Institutional or Investor shares will be entitled to vote on
matters submitted to shareholders pertaining to the Distribution Plan
relating to that Class.
At March 31, 1995, Mellon Bank, Dreyfus' parent, owned of record
through its direct and indirect subsidiaries more than 25% of the Fund's
outstanding voting shares, and is deemed, under the 1940 Act, to be a
controlling shareholder.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Trustees or the
appointment of auditors. However, 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 purposes of removing a Trustee from office and
for any other purpose. Fund shareholders may remove a Trustee by the
affirmative vote of two-thirds of the Fund's outstanding voting shares. In
addition, the Board of Trustees will call a meeting of shareholders for the
purpose of electing Trustees if, at any time, less than a majority of the
Trustees then holding office have been elected by shareholders.
The Transfer Agent maintains a record of your ownership and will send
you confirmations and statements of account.
Shareholder inquiries may be made by writing to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York, 11556-0144, or by calling toll free
1-800-645-6561.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM,
SUCH OFFERING MAY NOT LAWFULLY BE MADE.
Page 23
DREYFUS
Core Value
Fund _
Institutional Shares
Prospectus
(LION LOGO)
Registration Mark
Copy Rights 1995 Dreyfus Service Corporation
392p1041095
DREYFUS CORE VALUE FUND
INVESTOR, INSTITUTIONAL AND CLASS R SHARES
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
April 10, 1995
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
describing the Class R and Investor shares of the Dreyfus Core Value Fund
(formerly the Laurel Capital Appreciation Fund) (the "Fund") and the
current Prospectus describing the Institutional shares of the Fund, each
dated April 10, 1995, as they may be revised from time to time. The Fund
is a separate portfolio of The Dreyfus/Laurel Funds Trust (the "Trust"), a
management investment company known as a mutual fund. To obtain a copy of
the Fund's Prospectuses, please write to the Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144, or call the following numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
On Long Island -- Call 794-5452
The Dreyfus Corporation ("Dreyfus") serves as the Fund's investment
manager.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies . . . . . . . . . B-2
Management of the Fund . . . . . . . . . . . . . . . . . . . . B-14
Management Arrangements. . . . . . . . . . . . . . . . . . . . B-20
Purchase of Fund Shares. . . . . . . . . . . . . . . . . . . . B-21
Distribution Plan. . . . . . . . . . . . . . . . . . . . . . . B-21
Redemption of Fund Shares. . . . . . . . . . . . . . . . . . . B-23
Shareholder Services . . . . . . . . . . . . . . . . . . . . . B-25
Determination of Net Asset Value . . . . . . . . . . . . . . . B-28
Dividends, Other Distributions and Taxes . . . . . . . . . . . B-29
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . B-33
Performance Information. . . . . . . . . . . . . . . . . . . . B-35
Information About the Fund . . . . . . . . . . . . . . . . . . B-37
Custodian, Transfer and Dividend Disbursing
Agent, Counsel and Independent Auditors. . . . . . . . . . . B-38
Financial Statements . . . . . . . . . . . . . . . . . . . . . B-38
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Description
of the Fund."
Portfolio Securities
Foreign Securities. The Fund may invest in securities of foreign
issuers, including investments in obligations of foreign branches of
domestic banks and domestic branches of foreign banks. Investment in
foreign securities presents certain risks, including those resulting from
fluctuations in currency exchange rates, reevaluation of currencies, future
political and economic developments and the possible imposition of currency
exchange blockages or other foreign governmental laws or restrictions,
reduced availability of public information concerning issuers and the fact
that foreign issuers are not generally subject to uniform accounting,
auditing and financial reporting standards or to other regulatory practices
and requirements comparable to those applicable to domestic issuers.
Moreover, securities of many foreign issuers may be less liquid and their
prices more volatile than those of securities of comparable domestic
issuers. In addition, with respect to certain foreign countries, there is
the possibility of expropriation, confiscatory taxation and limitations on
the use or removal of funds or other assets of the Fund including
withholding dividends.
U.S. Government Securities. The Fund may invest in U.S. Government
Securities that are direct obligations of the U. S. Treasury, or that are
issued by agencies and instrumentalities of the U.S. Government and
supported by the full faith and credit of the U.S. Government. These
include Treasury notes, bills and bonds and securities issued by the
Government National Mortgage Association ("GNMA"), the Federal Housing
Administration, the Department of Housing and Urban Development, the
Export-Import Bank, the Farmers Home Administration, the General Services
Administration, the Maritime Administration and the Small Business
Administration.
The Fund may also invest in U.S. Government Securities that are not
supported by the full faith and credit of the U.S. Government. These
include securities issued by the Federal National Mortgage Association
("FNMA"), the Federal Home Loan Mortgage Corporation ("FHLMC"), Federal
Home Loan Banks, Tennessee Valley Authority, Student Loan Marketing
Association and District of Columbia Armory Board. Because the U.S.
Government is not obligated by law to provide support to an instrumentality
it sponsors, the Fund will invest in obligations issued by such an
instrumentality only when Dreyfus determines that the credit risk with
respect to the instrumentality does not make its securities unsuitable for
investment by the Fund.
GNMA certificates represent ownership interests in a pool of mortgages
issued by a mortgage banker or other mortgagee. Distributions on GNMA
certificates include principal and interest components. GNMA, a corporate
instrumentality of the U.S. Department of Housing and Urban Development,
guarantees timely payment of principal and interest on GNMA certificates;
this guarantee is deemed a general obligation of the United States, backed
by its full faith and credit.
Each of the mortgages in a pool supporting a GNMA certificate is
insured by the Federal Housing Administration or the Farmers Home
Administration, or is insured or guaranteed by the Veterans Administration.
The mortgages have maximum maturities of 40 years. Government statistics
indicate, however, that the average life of the underlying mortgages is
shorter, due to scheduled amortization and unscheduled prepayments
(attributable to voluntary prepayments or foreclosures). Since these
statistics indicate that the average life of the mortgages backing most
GNMA certificates (which are single-family mortgages with 25- to 30-year
maturities) is approximately 12 years, yields on pools of single-family
mortgages are often quoted on a 12-year prepayment assumption. (The actual
maturity of specific GNMA certificates will vary based on the prepayment
experience of the underlying mortgage pool.) Based on a 12-year prepayment
assumption, GNMA certificates have had historical yields at least 3/4 of 1%
greater than Treasury bonds and U.S. Government agency bonds and 1/4 of 1%
greater than the highest grade corporate bonds. Actual yield comparisons
will vary with the prepayment experience of specific GNMA certificates.
GNMA has introduced a pass-through security backed by adjustable-rate
mortgages. These securities will bear interest at a rate which will be
adjusted annually. The prepayment experience of the mortgages underlying
these securities may vary from that for fixed-rate mortgages.
FHLMC is a corporate instrumentality of the U.S. Government and was
created by Congress in 1970 for the purpose of increasing the availability
of mortgage credit for residential housing. FHLMC issues Participation
Certificates ("PCs"), which represent interests in mortgages from FHLMC's
national portfolio. FHLMC guarantees the timely payment of interest and
ultimate collection of principal.
FNMA is a Government sponsored corporation owned entirely by private
stockholders. It is subject to general regulation by the Secretary of
Housing and Urban Development. FNMA purchases residential mortgages from a
list of approved seller/servicers which include state and
federally-chartered savings and loan associations, mutual savings banks,
commercial banks and credit unions and mortgage bankers. Pass-through
securities issued by FNMA are guaranteed as to timely payment of principal
and interest by FNMA.
Bank Obligations. The Fund is permitted to invest in high-quality,
short-term money market instruments. The Fund may invest temporarily, and
without limitation in bank certificates of deposit, time deposits, and
bankers' acceptances when, in Dreyfus' opinion, a "defensive" investment
posture is warranted.
Certificates of deposit ("CDs") are short-term negotiable obligations
of commercial banks; time deposits ("TDs") are non-negotiable deposits
maintained in banking institutions for specified periods of time at stated
interest rates; and bankers' acceptances are time drafts drawn on
commercial banks by borrowers, usually in connection with international
transactions. Domestic commercial banks organized under Federal law are
supervised and examined by the Comptroller of the Currency and are required
to be members of the Federal Reserve System and to be insured by the
Federal Deposit Insurance Corporation (the "FDIC"). Domestic banks
organized under state law are supervised and examined by state banking
authorities but are members of the Federal Reserve System only if they
elect to join. In addition, all banks whose certificates of deposit may be
purchased by the Trust are insured by the FDIC and are subject to Federal
examination and to a substantial body of Federal law and regulation. As a
result of governmental regulations, domestic branches of foreign banks are,
among other things, generally required to maintain specified levels of
reserves, and are subject to other supervision and regulations designed to
promote financial soundness.
Obligations of foreign branches of domestic banks, such as CDs and
TDs, may be general obligations of the parent bank in addition to the
issuing branch, or may be limited by the terms of a specific obligation and
by governmental regulations. Payment of interest and principal upon
obligations of foreign banks and foreign branches of domestic banks may be
affected by governmental action in the country of domicile of the branch
(generally referred to as sovereign risk). Examples of such action would
be the imposition of currency controls, interest limitations, seizure of
assets, or the declaration of a moratorium. Evidence of ownership of
portfolio securities may be held outside of the United States, and the
Trust may be subject to the risks associated with the holdings of such
property overseas.
Obligations of domestic branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation and by Federal and state
regulation as well as by governmental action in the countries in which the
foreign bank has its head office. In addition, there may be less publicly
available information about a domestic branch of a foreign bank than about
a domestic bank. The Trust will carefully consider these factors in making
such investments.
Low-Rated Securities. The Fund may invest in low-rated and comparable
unrated securities. The effect a recession might have on such securities is
not known. Any such recession, however, could severely disrupt the market
for such securities and adversely affect the value of such securities. Any
such economic downturn also could adversely affect the ability of the
issuers of such securities to repay principal and pay interest thereon.
The ratings of the various nationally recognized statistical rating
organizations ("NRSROs") such as Moody's Investors Service, Inc.
("Moody's") and Standard & Poor's Ratings Corporation ("S&P") generally
represent the opinions of those organizations as to the quality of the
securities that they rate. Such ratings, however, are relative and
subjective, are not absolute standards of quality and do not evaluate the
market risk of the securities. Although Dreyfus uses these ratings as a
criterion for the selection of securities for the Fund, Dreyfus also relies
on its independent analysis to evaluate potential investments for the Fund.
The Fund's achievement of its investment objective may be more dependent on
Dreyfus' credit analysis of low-rated and unrated securities than would be
the case for a portfolio of higher-rated securities.
Subsequent to its purchase by the Fund, an issue of securities may
cease to be rated or its rating may be reduced below the minimum required
for purchase by the Fund. In addition, it is possible that an NRSRO might
not timely change its ratings of a particular issue to reflect subsequent
events. None of these events will require the sale of the securities by the
Fund, although Dreyfus will consider these events in determining whether
the Fund should continue to hold the securities. To the extent that the
ratings given by an NRSRO for securities may change as a result of changes
in the rating systems or due to a corporate reorganization of the NRSRO,
the Fund will attempt to use comparable ratings as standards for its
investments in accordance with the investment objectives and policies of
the Fund.
The Fund intends to invest in these securities when their issuers will
be close to, or already have entered, reorganization proceedings. As a
result, it is expected that at or shortly after the time of acquisition by
the Fund, these securities will have ceased to meet their interest payment
obligations, and accordingly would trade in much the same manner as an
equity security. Consequently, the Fund intends to make such investments on
the basis of potential appreciation in the price of these securities,
rather than any expectation of realizing income.
Management Policies
The Fund engages, except as noted, in the following practices in
furtherance of its investment objective.
Currency Transactions. The Fund may engage in currency transactions
as a means of managing certain risks associated with purchasing and selling
securities denominated in foreign securities. Generally, the currency
exchange transactions of the Fund will be conducted on a spot (i.e., cash)
basis at the spot rate for purchasing or selling currency prevailing in the
currency exchange market. This rate under normal market conditions differs
from the prevailing exchange rate in an amount generally less than 0.1% due
to the cost of converting from one currency to another. The Fund also may
deal in forward exchanges between currencies of the different countries in
which it invests as a hedge against possible variations in the exchange
rates between these currencies. This is accomplished through contractual
agreements to purchase or sell a specified currency at a specified future
date and price set at the time of the contract.
Dealings in forward currency exchanges by the Fund are limited to
hedging involving either specific transactions or aggregate portfolio
positions. Transaction hedging is the purchase or sale of foreign currency
with respect to specific receivables or payables of the Fund generally
arising in connection with the purchase or sale of its portfolio
securities. Position hedging is the sale of foreign currency with respect
to portfolio security positions denominated or quoted in such currency.
The Fund will not speculate in foreign currency exchanges. The Fund may
position hedge with respect to a particular currency to an extent greater
than the aggregate market value (at the time of making such sale) of the
securities held in its portfolio denominated or quoted in or currently
convertible into that particular currency. If the Fund enters into a
position hedging transaction, its custodian or sub-custodian bank will
place cash or readily marketable securities in a segregated account of the
Fund in an amount equal to the value of the Fund's total assets committed
to the consummation of such forward contract. If the value of the
securities placed in the segregated account declines, additional cash or
securities will be placed in the account so that the value of the account
will equal the amount of the fund's commitment with respect to such
contracts. The Fund will not attempt to hedge all of its foreign portfolio
positions and will enter into such transactions only to the extent, if any,
deemed appropriate by Dreyfus. The Fund will not enter into a positions
hedging commitment if, as a result thereof, the Fund would have more than
15% of the value of its total assets committed to such contracts. The Fund
will not enter into a forward contract with a term of more than one year.
It may not be possible for the Fund to hedge against a devaluation
that is so generally anticipated that the Fund is not able to contract to
sell the currency at a price above the devaluation level it anticipates.
The cost to the Fund of engaging in currency transactions varies with such
factors as the currency involved, the length of the contract period and the
market conditions then prevailing. Since transactions in currency exchanges
are usually conducted on a principal basis, no fees or commissions are
involved.
At or before the maturity of a forward contract, the Fund may either
sell a portfolio security and make delivery of the currency, or it may
retain the security and offset its contractual obligation to deliver the
currency by purchasing a second contract with the same currency trader
obligating it to purchase, on the same maturity date, the same amount of
the currency. If the Fund retains the portfolio security and engages in an
offsetting transaction, the Fund, at the time of execution of the
offsetting transaction, will incur a gain or a loss (as described below) to
the extent that there has been movement in forward contract prices. If the
Fund engages in an offsetting transaction, it may subsequently enter into a
new forward contract to sell the currency. Should forward prices decline
during the period between the Fund's entering into a forward contract for
the sale of a currency and the date it enters into an offsetting contract
for the purchase of the currency, the Fund will realize a gain to the
extent the price of the currency it has agreed to sell exceeds the price of
the currency it has agreed to purchase. Should forward prices increase, the
Fund will suffer a loss to the extent the price of the currency it has
agreed to purchase exceeds the price of the currency it has agreed to sell.
The use of forward currency contracts by the Fund will be limited to
the transactions described above. The Fund is not required to enter into
such transactions with regard to its portfolio securities, regardless of
currency denomination, and will not do so unless deemed appropriate by
Dreyfus. The use of forward currency contracts does not eliminate
fluctuations in the underlying prices of the securities. It simply
establishes a rate of exchange which can be achieved at some future point
in time. In addition, although forward currency contracts tend to minimize
the risk of loss due to a decline in the value of the hedged currency, they
also tend to limit any potential gain which might result should the value
of the currency increase.
Because the Fund invests in foreign securities, the Fund will hold
from time to time various foreign currencies pending its investment in
foreign securities or conversion into U.S. dollars. Although the Fund
values its assets daily in terms of U.S. dollars, it does not convert its
holdings of foreign currencies into U.S. dollars on a daily basis. When
converting foreign currencies to U.S. dollars, the Fund may incur costs of
currency conversion. A foreign exchange dealer does not charge a fee for
conversion, but it does realize a profit based on the difference, which is
known as the spread, between the prices at which the dealer is buying and
selling various currencies. Thus, a dealer may offer to sell a foreign
currency to the Fund at one rate, while offering a lesser rate of exchange
should the Fund desire to resell that currency to the dealer.
Options on Securities. The Fund has the ability to write covered put
and call options on its portfolio securities as part of its investment
strategy.
The principal reason for writing covered call options on a security is
to attempt to realize, through the receipt of premiums, a greater return
than would be realized on the security alone. In return for a premium, the
writer of a covered call option forfeits the right to any appreciation in
the value of the underlying security above the strike price for the life of
the option (or until a closing purchase transaction can be effected).
Nevertheless, the call writer retains the risk of a decline in the price of
the underlying security. Similarly, the principal reason for writing
covered put options is to realize income in the form of premiums. The
writer of a covered put option accepts the risk of a decline in the price
of the underlying security. The size of the premiums that the Fund may
receive may be adversely affected as new or existing institutions,
including other investment companies, engage in or increase their
option-writing activities.
The Fund will write only covered options. Accordingly, whenever the
Fund writes a call option it will continue to own or have the present right
to acquire the underlying security for as long as it remains obligated as
the writer of the option. To support its obligation to purchase the
underlying security if a put option is exercised, whenever the Fund writes
a put option it will either (a) deposit with the Fund's custodian in a
segregated account, cash, U.S. Government Securities or other high grade
debt obligations having a value equal to or greater than the exercise price
of the underlying securities or (b) continue to own an equivalent number of
puts of the same "series" (that is, puts on the same underlying security
having the same exercise prices and expiration dates as those written by
the Fund), or an equivalent number of puts of the same "class" (that is,
puts on the same underlying security) with exercise prices greater than
those that it has written (or, if the exercise prices of the puts it holds
are less than the exercise prices of those it has written, it will deposit
the difference with the Fund's custodian in a segregated account).
Options written by the Fund will normally have expiration dates
between one and nine months from the date written. The exercise price of
the options may be below, equal to or above the market values of the
underlying securities at the times the options are written. In the case of
call options, these exercise prices are referred to as "in-the-money",
"at-the-money" and "out-of-the-money", respectively.
The Fund may write (a) in-the-money call options when Dreyfus expects
that the price of the underlying security will remain flat or decline
moderately during the option period, (b) at-the-money call options when
Dreyfus expects that the price of the underlying security will remain flat
or advance moderately during the option period and (c) out-of-the-money
call options when Dreyfus expects that the premiums received from writing
the call option, plus the appreciation in market price of the underlying
security up to the exercise price, will be greater than the appreciation in
the price of the underlying security alone. In any of the preceding
situations, if the market price of the underlying security declines and the
security is sold at this lower price, the amount of any realized loss will
be offset wholly or in part by the premium received. Out-of-the-money,
at-the-money and in-the-money put options (the reverse of call options as
to the relation of exercise price to market price) may be utilized in the
same market environments that such call options are used in equivalent
transactions.
So long as the obligation of the Fund as the writer of an option
continues, the Fund may be assigned an exercise notice by the broker-dealer
through which the option was sold, requiring it to deliver, in the case of
a call, or take delivery of, in the case of a put, the underlying security
against payment of the exercise price. This obligation terminates when the
option expires or the Fund effects a closing purchase transaction. The
Fund can no longer effect a closing purchase transaction with respect to an
option once it has been assigned an exercise notice. To secure its
obligation to deliver the underlying security when it writes a call option,
or to pay for the underlying security when it writes a put option, the Fund
will be required to deposit in escrow the underlying security or other
assets in accordance with the rules of the Options Clearing Corporation
(the "Clearing Corporation") and the securities exchange on which the
option is written.
An option position may be closed out only where there exists a
secondary market for an option of the same series on a recognized national
securities exchange or in the over-the-counter market. In light of this
fact and current trading conditions, the Fund expects to write only call or
put options issued by the Clearing Corporation. The Fund expects to write
options only on national securities exchanges.
The Fund may realize a profit or loss upon entering into a closing
transaction. In cases in which the Fund has written an option, it will
realize a profit if the cost of the closing purchase transaction is less
than the premium received upon writing the original option and will incur a
loss if the cost of the closing purchase transaction exceeds the premium
received upon writing the original option.
Although the Fund generally will write only those options for which
Dreyfus believes there is an active secondary market so as to facilitate
closing transactions, there is no assurance that sufficient trading
interest to create a liquid secondary market on a securities exchange will
exist for any particular option or at any particular time, and for some
options no such secondary market may exist. A liquid secondary market in an
option may cease to exist for a variety of reasons. In the past, for
example, higher than anticipated trading activity or order flow, or other
unforeseen events, have at times rendered certain of the facilities of
national securities exchanges inadequate and resulted in the institution of
special procedures, such as trading rotations, restrictions on certain
types of orders or trading halts or suspensions in one or more options.
There can be no assurance that similar events, or events that may otherwise
interfere with the timely execution of customers' orders, will not recur.
In such event, it might not be possible to effect closing transactions in
particular options. If, as a covered call option writer, the Fund is
unable to effect a closing purchase transaction in a secondary market, it
will not be able to sell the underlying security until the option expires.
In the case of options written by the Fund that are deemed covered by
virtue of the Fund's holding convertible or exchangeable preferred stock or
debt securities, the time required to convert or exchange and obtain
physical delivery of the underlying common stocks with respect to which the
Fund has written options may exceed the time within which the Fund must
make delivery in accordance with an exercise notice. In these instances,
the Fund may purchase or temporarily borrow the underlying securities for
purposes of physical delivery. By so doing, the Fund will not bear any
market risk, since the Fund will have the absolute right to receive from
the issuer of the underlying security an equal number of shares to replace
the borrowed stock, but the Fund may incur additional transaction costs or
interest expenses in connection with any such purchase or borrowing.
Although Dreyfus will attempt to take appropriate measures to minimize
the risks relating to the Fund's writing of put and call options, there can
be no assurance that the Fund will succeed in its option-writing program.
Stock Index Options. The Fund has the authority to purchase and write
put and call options on stock indexes listed on national securities
exchanges to hedge its portfolio.
A stock index fluctuates with changes in the market values of the
stocks included in the index. Some stock index options are based on a broad
market index such as the NYSE Composite Index, or on a narrower market
index such as the Standard & Poor's 100. Indexes are also based on an
industry or market segment such as the AMEX Oil and Gas Index or the
Computer and Business Equipment Index.
Options on stock indexes are similar to options on stock except that
(a) the expiration cycles of stock index options are monthly, while those
of stock options are currently quarterly, and (b) the delivery requirements
are different. Instead of giving the right to take or make delivery of
stock at a specified price, an option on a stock index gives the holder the
right to receive a cash "exercise settlement amount" equal to (i) the
amount, if any, by which the fixed exercise price of the option exceeds (in
the case of a put) or is less than (in the case of a call) the closing
value of the underlying index on the date of exercise, multiplied by (ii) a
fixed "index multiplier". Receipt of this cash amount will depend upon the
closing level of the stock index upon which the option is based being
greater than, in the case of a call, or less than, in the case of a put,
the exercise price of the option. The amount of cash received will be equal
to such difference between the closing price of the index and the exercise
price of the option expressed in dollars times a specified multiple. The
writer of the option is obligated, in return for the premium received, to
make delivery of this amount. The writer may offset its position in stock
index options prior to expiration by entering into a closing transaction on
an exchange or it may let the option expire unexercised. The effectiveness
of purchasing or writing stock index options as a hedging technique will
depend upon the extent to which price movements in the portion of a
securities portfolio being hedged correlate with price movements of the
stock index selected. Because the value of an index option depends upon
movements in the level of the index rather than the price of a particular
stock, whether the Fund will realize a gain or loss from the purchase or
writing of options on an index depends upon movements in the level of stock
prices in the stock market generally or, in the case of certain indexes, in
an industry or market segment, rather than movements in the price of a
particular stock. Thus, successful use by the Fund of options on stock
indexes will be subject to Dreyfus' ability to predict correctly movements
in the direction of the stock market generally or of a particular industry.
This requires different skills and techniques than predicting changes in
the price of individual stocks, and there can be no assurance that the Fund
will be successful in its use of stock index options.
The Fund will engage in stock index options transactions only when
determined by Dreyfus to be consistent with the Fund's efforts to control
risk. There can be no assurance that such judgment will be accurate or
that the use of these portfolio strategies will be successful. When the
Fund writes an option on a stock index, the Fund will establish a
segregated account with the Fund's custodian in an amount equal to the
market value of the option and will maintain the account while the option
is open.
Lending of Portfolio Securities. The Fund may lend securities from
its portfolio to brokers, dealers and other financial organizations. Such
loans, if and when made, may not exceed 33 1/3% of the Fund's total assets,
taken at value. The Fund may not lend portfolio securities to its
affiliates without specific authorization from the SEC. Loans of portfolio
securities by the Fund will be collateralized by cash, letters of credit or
securities issued or guaranteed by the U.S. Government or its agencies
which will be maintained at all times in an amount equal to at least 100%
of the current market value of the loaned securities. From time to time,
the Fund may return a part of the interest earned from the investment of
collateral received for securities loaned to the borrower and/or a third
party, which is unaffiliated with the Fund and which is acting as a
"finder."
By lending portfolio securities, a Fund can increase its income by
continuing to receive interest on the loaned securities as well as by
either investing the cash collateral in short-term instruments or by
obtaining yield in the form of interest paid by the borrower when
Government securities are used as collateral. Requirements of the SEC,
which may be subject to future modifications, currently provide that the
following conditions must be met whenever portfolio securities are loaned:
(1) the Fund must receive at least 100% cash collateral or equivalent
securities from the borrower; (2) the borrower must increase such
collateral whenever the market value of the loaned securities rises above
the level of such collateral; (3) the Fund must be able to terminate the
loan at any time; (4) the Fund must receive reasonable interest on the
loaned securities and any increase in market value; (5) the Fund may pay
only reasonable custodian fees in connection with the loan; and (6) voting
rights on the loaned securities may pass to the borrower; however, if a
material event adversely affecting the investment occurs, the Trustees must
terminate the loan and regain the right to vote the securities. The risks
in lending portfolio securities, as well as with other extensions of
secured credit, consist of possible delay in receiving additional
collateral or in the recovery of the securities or possible loss of rights
in the collateral should the borrower fail financially. Loans will be made
to firms deemed by Dreyfus to be of good standing and will not be made
unless, in the judgment of Dreyfus, the consideration to be earned from
such loans would justify the risk.
Investment Restrictions
The following limitations have been adopted by the Fund. The Fund may
not change any of these fundamental investment limitations without the
consent of: (a) 67% or more of the shares present at a meeting of
shareholders duly called if the holders of more than 50% of the outstanding
shares of the Fund are present or represented by proxy; or (b) more than
50% of the outstanding shares of the Fund, whichever is less. The Fund may
not:
1. Purchase any securities which would cause more than 25% of the value
of the Fund's total assets at the time of such purchase to be invested
in the securities of one or more issuers conducting their principal
activities in the same industry. (For purposes of this limitation,
U.S. Government securities, and state or municipal governments and
their political subdivisions are not considered members of any
industry. In addition, this limitation does not apply to investments
in domestic banks, including U.S. branches of foreign banks and
foreign branches of U.S. banks).
2. Borrow money or issue senior securities as defined in the 1940 Act
except that (a) the Fund may borrow money in an amount not exceeding
one-third of the Fund's total assets at the time of such borrowings,
and (b) the Fund may issue multiple classes of shares. The purchase or
sale of futures contracts and related options shall not be considered
to involve the borrowing of money or issuance of senior securities.
3. Purchase with respect to 75% of the Fund's total assets securities of
any one issuer (other than securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities) if, as a result, (a)
more than 5% of the Fund's total assets would be invested in the
securities of that issuer, or (b) the Fund would hold more than 10% of
the outstanding voting securities of that issuer.
4. Make loans or lend securities, if as a result thereof more than
one-third of the Fund's total assets would be subject to all such
loans. For purposes of this limitation debt instruments and repurchase
agreements shall not be treated as loans.
5. Purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the
Fund from investing in securities or other instruments backed by real
estate, including mortgage loans, or securities of companies that
engage in real estate business or invest or deal in real estate or
interests therein).
6. Underwrite securities issued by any other person, except to the extent
that the purchase of securities and later disposition of such
securities in accordance with the Fund's investment program may be
deemed an underwriting.
7. Purchase or sell commodities except that the Fund may enter into
futures contracts and related options, forward currency contacts and
other similar instruments.
The Fund may, notwithstanding any other fundamental investment policy or
limitation, invest all of its investable assets in securities of a single
open-end management investment company with substantially the same
investment objectives, policies and limitations as the Fund.
The Fund has adopted the following additional non-fundamental
restrictions. These non-fundamental restrictions may be changed without
shareholder approval, in compliance with applicable law and regulatory
policy.
1. The Fund shall not sell securities short, unless it owns or has the
right to obtain securities equivalent in kind and amounts to the
securities sold short, and provided that transactions in futures
contracts are not deemed to constitute selling short.
2. The Fund shall not purchase securities on margin, except that the Fund
may obtain such short-term credits as are necessary for the clearance
of transactions, and provided that margin payments in connection with
futures contracts and options on futures contracts shall not
constitute purchasing securities on margin.
3. The Fund shall not purchase oil, gas or mineral leases (the Fund may,
however, purchase and sell the securities of companies engaging in the
exploration, development, production, refining, transportation, and
marketing of oil, gas, or minerals.)
4. The Fund will not purchase or retain the securities of any issuer if
the officers, Trustees of the Fund, its advisers, or managers, owning
beneficially more than one half of one percent of the securities of
such issuer, together own beneficially more than 5% of such
securities.
5. The Fund will not purchase securities of issuers (other than
securities issued or guaranteed by domestic or foreign governments or
political subdivisions thereof), including their predecessors, that
have been in operation for less than three years, if by reason
thereof, the value of the Fund's investment in securities would exceed
5% of the Fund's total assets. For purposes of this limitation,
sponsors, general partners, guarantors and originators of underlying
assets may be treated as the issuer of a security.
6. The Fund will invest no more than 15% of the value of its net assets
in illiquid securities, including repurchase agreements with remaining
maturities in excess of seven days, time deposits with maturities in
excess of seven days and other securities which are not readily
marketable. For purposes of this limitation, illiquid securities shall
not include Section 4(2) paper and securities which may be resold
under Rule 144A under the Securities Act of 1933, provided that the
Board of Trustees, or its delegate, determines that such securities
are liquid based upon the trading markets for the specific security.
7. The Fund may not invest in securities of other investment companies,
except as they may be acquired as part of a merger, consolidation or
acquisition of assets and except to the extent otherwise permitted by
the 1940 Act.
8. The Fund shall not purchase any security while borrowings representing
more than 5% of the Fund's total assets are outstanding.
9. The Fund will not purchase warrants if at the time of such purchase:
(a) more than 5% of the value of the Fund's assets would be invested
in warrants, or (b) more than 2% of the value of the Fund's assets
would be invested in warrants that are not listed on the New York or
American Stock Exchange (for purposes of this undertaking, warrants
acquired by the Fund in units or attached to securities will be deemed
to have no value).
10. The Fund will not purchase puts, calls, straddles, spreads and any
combination thereof if by reason thereof the value of its aggregate
investment in such classes of securities will exceed 5% of its total
assets except that: (a) this limitation shall not apply to standby
commitments, and (b) this limitation shall not apply to the Fund's
transactions in futures contracts and related options.
If a percentage restriction is adhered to at the time of investment, a
later increase or decrease in such percentage resulting from a change in
the values of assets will not constitute a violation of such restriction,
except as otherwise required by the 1940 Act.
In order to permit the sale of the Fund's shares in certain states,
the Trust may make commitments more restrictive than the investment
restrictions described above. Accordingly, pursuant to such commitments,
the Fund has undertaken not to invest in oil, gas, or other mineral leases.
Should the Trust determine that any such commitment is no longer in the
best interests of the Trust and its shareholders, it will revoke the
commitment by terminating sales of its shares in the state involved. In
addition, the Fund has undertaken not to invest in warrants (other than
warrants acquired by the Fund as part of a unit or attached to securities
at the time of purchase) if, as a result, the investments (valued at the
lower of cost or market), would exceed 5% of the value of the Fund's net
assets or if, as a result, more than 2% of the Fund's net assets would be
invested in warrants not listed on the AMEX or NYSE. Further, the Fund has
given a representation that investments will not be made in real estate
limited partnerships. Should the Trust determine that any such commitment
is no longer in the best interests of the Trust and its shareholders, it
will revoke the commitment by terminating sales of its shares in the state
involved.
MANAGEMENT OF THE FUND
Controlling Shareholder
As of March 31, 1995, there were no controlling shareholders, as that
term is defined under the 1940 Act, of the Dreyfus/Laurel Funds Trust.
Principal Shareholders
The following shareholder owned 5% or more of the Fund's Institutional
Shares at March 31, 1995: Boston Safe Deposit & Trust Co. (a wholly-owned
subsidiary of The Boston Company, Inc., which is in turn a wholly-owned
subsidiary of Mellon Bank Corporation), Account 0810003004, One Cabot Road,
Wellington III, Medford, Massachusetts 02155, 12% record.
Federal Law Affecting Mellon Bank
The Glass-Steagall Act of 1933 prohibits national banks from engaging in
the business of underwriting, selling or distributing securities and
prohibits a member bank of the Federal Reserve System from having certain
affiliations with an entity engaged principally in that business. The
activities of Mellon Bank in informing its customers of, and performing,
investment and redemption services in connection with the Fund, and in
providing services to the Fund as custodian and fund accountant, as well as
Dreyfus' investment advisory activities, may raise issues under these
provisions. Mellon Bank has been advised by counsel that the activities
contemplated under these arrangements are consistent with its statutory and
regulatory obligations.
Changes in either federal or state statutes and regulations relating
to the permissible activities of banks and their subsidiaries or
affiliates, as well as further judicial or administrative decisions or
interpretations of such future statutes and regulations, could prevent
Mellon Bank or Dreyfus from continuing to perform all or a part of the
above services for its customers and/or the Fund. If Mellon Bank or Dreyfus
were prohibited from serving the Fund in any of its present capacities, the
Board of Trustees would seek an alternative provider(s) of such services.
Trustees and Officers of the Trust
The Trustees and executive officers of the Trust are listed below.
Except as indicated, each individual has held the office shown or other
offices in the same company for the last five years. Each Trustee who is an
"interested person" of the Trust as defined in the Investment Company Act
of 1940, as amended (the "1940 Act") is indicated by an asterisk. Each of
the Trustees also serves as a Trustee of The Dreyfus/Laurel Funds
Investment Series, The Dreyfus/Laurel Tax-Free Municipal Funds Trust and as
Director of The Dreyfus/Laurel Funds, Inc. (collectively "The
Dreyfus/Laurel Family of Funds").
o + RUTH MARIE ADAMS. Trustee of the Trust; Professor of English and Vice
President Emeritus, Dartmouth College; Senator, United Chapters of Phi
Beta Kappa; Trustee, Woods Hole Oceanographic Institution. Age: 79
years old. Address: 1026 Kendal Lyme Road, Hanover, New Hampshire
03755.
o + FRANCIS P. BRENNAN. Chairman of the Board of Trustees and Assistant
Treasurer of the Trust; Director and Chairman, Massachusetts Business
Development Corp.; Director, Boston Mutual Insurance Company; Director
and Vice Chairman of the Board, Home Owners Federal Savings and Loan
(prior to May 1990). Age: 76 years old. Address: Massachusetts
Business Development Corp., One Liberty Square, Boston, Massachusetts
02109.
o * JOSEPH S. DiMARTINO, Trustee of the Company since February 1995. Since
January 1995, Mr. DiMartino has served as Chairman of the Board for
various funds in the Dreyfus Family of Funds. For more than five
years prior thereto, he was President and a director of the Manager
and executive Vice President and a director of Dreyfus Services
Corporation, a wholly-owned subsidiary of Dreyfus and until August
1994, the Fund's distributor. In addition, for more than five years
prior to January 1995 and until August 1994, he was Chief Operating
Officer of Dreyfus and from August 1994 to December 31, 1994, he was a
director of Mellon Bank Corporation. Mr. DiMartino is a director and
former Treasurer of the Muscular Dystrophy Association; a trustee of
Bucknell University; Chairman of the Board of Directors of Noel Group,
Inc.; and a director of Health Plan Corporation. Mr. DiMartino is
also a Board member of 58 other funds in the Dreyfus Family of Funds.
He is 51 years old and his address is 200 Park Avenue, New York,
New York 10166.
o + JAMES M. FITZGIBBONS. Trustee of the Trust; President and Director,
Amoskeag Company; Chairman, Howes Leather Company, Inc.; Director,
Fiduciary Trust Company; Chairman, CEO and Director, Fieldcrest-Cannon
Inc.; Director, Lumber Mutual Insurance Company; Director, Barrett
Resources, Inc. Age: 59 years old. Address: 40 Norfolk Road,
Brookline, Massachusetts 02167.
o * J. TOMLINSON FORT. Trustee of the Trust; Partner, Reed, Smith, Shaw &
McClay (law firm). Age: 65 years old. Address: 204 Woodcock Drive,
Pittsburgh, Pennsylvania 15215.
o + ARTHUR L. GOESCHEL. Trustee of the Trust; Director, Chairman of the
Board and Director, Rexene Corporation; Director, Calgon Carbon
Corporation; Director, National Picture Frame Corporation; Chairman of
the Board and Director, Tetra Corporation 1991-1993; Director,
Medalist Corporation 1992-1993; From 1988-1989 Director, Rexene
Corporation. Age: 71 years old. Address: Way Hallow Road and
Woodland Road, Sewickley, Pennsylvania 15143.
o + KENNETH A. HIMMEL. Trustee of the Trust; Director, The Boston Company,
Inc. and Boston Safe Deposit and Trust Company; President and Chief
Executive Officer, Himmel & Co., Inc.; Vice Chairman, Sutton Place
Gourmet, Inc. and Florida Hospitality Group; Managing Partner,
Himmel/MKDG, Franklin Federal Partners, Reston Town Center Associates
and Grill 23 & Bar. Age: 47 years old. Address: Himmel and Company,
Inc., 101 Federal Street, 22nd Floor, Boston, Massachusetts 02110.
o + ARCH S. JEFFERY. Trustee of the Trust; Financial Consultant. Age: 76
years old. Address: 1817 Foxcroft Lane, Allison Park, Pennsylvania
15101.
o + STEPHEN J. LOCKWOOD. Trustee of the Trust; President and CEO, LDG
Management Company Inc.; CEO, LDG Reinsurance Underwriters, SRRF
Management Inc. and Medical Reinsurance Underwriters Inc. Age: 46
years old. Address: 401 Edgewater Place, Wakefield, Massachusetts
01880.
o + ROBERT D. MCBRIDE. Trustee of the Trust; Director, Chairman and CEO,
McLouth Steel; Director, Salem Corporation. Director, SMS/Concast,
Inc. (1983-1991). Age: 66 years old. Address: 15 Waverly Lane,
Grosse Pointe Farms, Michigan 48236.
o + JOHN L. PROPST. Trustee of the Trust; Of Counsel, Reed, Smith, Shaw &
McClay (law firm). Age: 79 years old. Address: 5521 Dunmoyle
Street, Pittsburgh, Pennsylvania 15217.
o + JOHN J. SCIULLO. Trustee of the Trust; Dean Emeritus and Professor of
Law, Duquesne University Law School; Director, Urban Redevelopment
Authority of Pittsburgh. Age: 62 years old. Address: 321 Gross
Street, Pittsburgh, Pennsylvania 15224
o + ROSLYN M. WATSON. Trustee of the Trust; Principal, Watson Ventures,
Inc., prior to February, 1993; Real Estate Development Project Manager
and Vice President, The Gunwyn Company. Age: 44 years old. Address:
25 Braddock Park, Boston, Massachusetts 02116-5816.
# MARIE E. CONNOLLY. President and Treasurer of the Trust, The
Dreyfus/Laurel Investment Series, The Dreyfus/Laurel Tax-Free
Municipal Funds Trust and The Dreyfus/Laurel Funds, Inc. (since
September 1994); Vice President of the Trust, The Dreyfus/Laurel
Investment Series, The Dreyfus/Laurel Tax-Free Municipal Funds Trust
and The Laurel Funds, Inc. (March 1994 to September 1994); President,
Funds Distributor, Inc. (since 1992); Treasurer, Funds Distributor,
Inc. (July 1993 to April 1994); COO, Funds Distributor, Inc. (since
April 1994); Director, Funds Distributor, Inc. (since July 1992);
President, COO and Director, Premier Mutual Fund Services, Inc. (since
April 1994); Senior Vice President and Director of Financial
Administration, The Boston Company Advisors, Inc. (December 1988 to
May 1993). Address: One Exchange Place, Boston, Massachusetts 02109.
# FREDERICK C. DEY. Vice President of the Trust, The Dreyfus/Laurel
Investment Series, The Dreyfus/Laurel Tax-Free Municipal Funds Trust
and The Dreyfus/Laurel Funds, Inc. (since September 1994); Senior Vice
President, Premier Mutual Fund Services, Inc. (since August 1994);
Vice President, Funds Distributor, Inc. (since August 1994);
Fundraising Manager, Swim Across America (October 1993 to August
1994); General Manager, Spring Industries (August 1988 to October
1993). Address: Premier Mutual Fund Services, Inc., 200 Park Avenue
New York, New York 10166.
# ERIC B. FISCHMAN. Vice President of the Trust, The Dreyfus/Laurel
Investment Series, The Dreyfus/Laurel Tax-Free Municipal Funds Trust
and The Dreyfus/Laurel Funds, Inc. (since September 1994);Vice
President and Associate General Counsel, Premier Mutual Fund Services,
Inc. (Since August 1994); Vice President and Associate General
Counsel, Funds Distributor, Inc. (since August 1994); Staff Attorney,
Federal Reserve Board (September 1992 to June 1994); Summer Associate,
Venture Economics (May 1991 to September 1991); Summer Associate,
Suffolk County District Attorney (June 1990 to August 1990). Address:
Premier Mutual Fund Services, Inc., 200 Park Avenue, New York, New
York 10166.
LESLIE M. GAYNOR. Assistant Treasurer of the Company, The Dreyfus/Laurel
Investment Series, The Dreyfus/Laurel Funds Trust and The
Dreyfus/Laurel Tax-Free Municipal Funds (since October 1994);
Assistant Treasurer/Manager of Treasury Services, Funds Distributor,
Inc. (since July 1994); Vice President, The Boston Company, Inc. (1989
to July 1994). Address: One Exchange Place, Boston, Massachusetts
02109.
RICHARD W. HEALEY. Vice President of the Trust, The Dreyfus/Laurel
Investment Series, The Dreyfus/Laurel Tax-Free Municipal Funds Trust
and The Dreyfus/Laurel Funds, Inc. (since March 1994); Senior Vice
President, Funds Distributor, Inc. (since March 1993); Vice President,
The Boston Company Inc., (March 1993 to May 1993); Vice President of
Marketing, Calvert Group (1989 to March 1993); Fidelity Investments
(prior to 1989). Address: One Exchange Place, Boston, Massachusetts
02109.
# JOHN E. PELLETIER. Vice President and Secretary of the Trust, The
Dreyfus/Laurel Investment Series, The Dreyfus/Laurel Tax-Free
Municipal Funds Trust and The Dreyfus/Laurel Funds, Inc. (since
September 1994); Senior Vice President, General Counsel and Secretary,
Funds Distributor, Inc. (since April 1994); Senior Vice President,
General Counsel and Secretary, Premier Mutual Fund Services, Inc.
(since August 1994); Counsel, The Boston Company Advisors, Inc.
(February 1992 to March 1994); Associate, Ropes & Gray (August 1990 to
February 1992); Associate, Sidley & Austin (June 1989 to August 1990).
Address: One Exchange Place, Boston, Massachusetts 02109.
___________________________________________________
* "Interested person" of the Trust, as defined in the 1940 Act.
o Member of the Audit Committee.
+ Member of the Nominating Committee.
# Officer also serves as an officer for other investment companies
advised by The Dreyfus Corporation.
The officers and Trustees of the Trust as a group owned beneficially
less than 1% of the total shares of the Fund outstanding as of March 13,
1995.
No officer or employee of TSSG or Premier (or of any parent or
subsidiary thereof) receives any compensation from the Trust for serving as
an officer or Trustee of the Trust. In addition, no officer or employee of
Dreyfus (or of any parent or subsidiary thereof) serves as an officer or
Trustee of the Trust. The Dreyfus Family of Funds pays each
Trustee/Director who is not an officer or employee of Premier or any of its
affiliates, $27,000 per annum (and an additional $75,000 for the Chairman
of the Board of Directors/Trustees of the Dreyfus/Laurel Fund Family). In
addition, the Dreyfus/Laurel Fund Family pays each Trustee/Director $1,000
per joint Dreyfus/Laurel Fund Family meeting attended, plus $750 per joint
Dreyfus/Laurel Fund Family Audit Committee meeting attended, and reimburses
each Trustee/Director for travel and out-of-pocket expenses. For the fiscal
year ended December 31, 1994 the fees for meetings and expenses totaled
$63,163.
For the fiscal year ended December 31, 1994, the aggregate amount of
fees and expenses received by each Trustee from the Company and all other
Funds in The Dreyfus/Laurel Family of Funds for which such person is a
Board member were as follows:
Pension or Total
Retirement Compensation
Benefits Estimated From Fund
Accrued as Annual and Fund
Aggregate Part of Benefits Complex
Compensation Fund's Upon Paid to Board
Name of Board Member From Fund# Expenses Retirement Member
- -------------------- ------------ ----------- ---------- --------------
Ruth Marie Adams $11,210 none none $ 34,500
Francis P. Brennan@ 35,728 none none 109,500
James M. Fitzgibbons 8,056 none none 28,750
Joseph S. DiMartino* n/a n/a n/a n/a
J. Tomlinson Fort** none none none none
Arthur L. Goeschel 4,780 none none 25,000
Kenneth A. Himmel 10,457 none none 32,750
Arch S. Jeffrey 4,984 none none 26,000
Steven J. Lockwood 10,457 none none 32,750
Robert D. McBride 4,984 none none 26,000
John L. Propst 4,984 none none 26,000
John J. Sciullo 4,984 none none 26,000
Roslyn M. Watson 10,661 none none 33,750
# Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $15,858.08 for the Dreyfus/Laurel Fund
Family.
* Joseph S. DiMartino was not a trustee of the Company as of December
31, 1994.
** Affiliated director - not paid by Funds, paid by Mellon Bank.
@ Frank Brennan is paid $75,000 to be the Chairman of the Board.
MANAGEMENT ARRANGEMENTS
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Management
of the Fund."
Management Agreement. Dreyfus serves as the investment manager for
the Fund pursuant to an Investment Management Agreement with the Trust
dated April 4, 1994 (the "Management Agreement"), transferred to Dreyfus as
of October 17, 1994. Pursuant to the Management Agreement, Dreyfus
provides, or arranges for one or more third parties to provide, investment
advisory, administrative, custody, fund accounting and transfer agency
services to the Fund. As investment manager, Dreyfus manages the Fund by
making investment decisions based on the Fund's investment objectives,
policies and restrictions. The Management Agreement is subject to review
and approval at least annually by the Board of Directors.
The Management Agreement will continue from year to year provided that
a majority of the Trustees who are not interested persons of the Trustees
and either a majority of all Directors or a majority of the shareholders of
the Fund approve their continuance. The Trustees may terminate the
Agreement, without prior notice to Dreyfus, upon the vote of a majority of
the Board of Trustees or upon the vote of a majority of the outstanding
voting securities of the Fund on 60 days written notice to Dreyfus.
Dreyfus may terminate the Management Agreement upon written notice to the
Trustees. The Management Agreement will terminate immediately and
automatically upon its assignment.
The following persons are officers and/or directors of Dreyfus:
Howard Stein, Chairman of the Board and Chief Executive Officer; W. Keith
Smith, Vice Chairman of the Board; Robert E. Riley, President, Chief
Operating Officer and a director; Lawrence S. Kash, Vice Chairman--
Distribution and director; Philip L. Toia, Vice Chairman--Operations and
Administration; Paul H. Snyder, Vice President and Chief Financial Officer;
Daniel C. Maclean, Vice President and General Counsel; Barbara E. Casey,
Vice President--Retirement Services; Henry D. Gottmann, Vice President--
Retail; Elie M. Genadry, Vice President--Wholesale; Mark N. Jacobs, Vice
President--Fund Legal and Compliance; Jeffrey N. Nachman, Vice President-
Mutual Fund Accounting; Diane M. Coffey, Vice-President--Corporate
Communications; Katherine C. Wickham, Vice President--Human Resources;
Maurice Bendrihem, Controller; and Mandell L. Berman, Frank V. Cahouet,
Alvin E. Friedman, Lawrence M. Greene, Julian M. Smerling and David B.
Truman, Directors.
For the last three fiscal years, the Fund has had the following
expenses:
For the Fiscal Year Ended December 31,
1994 1993 1992
---- ---- ----
Advisory and/or $3,413,996 $3,280,789 $3,297,792
Management Fee
Prior to April 4, 1994, The Boston Company Advisors, Inc. served as
the Fund's investment adviser. From April 4, 1994 to October 16, 1994,
Mellon Bank, N.A. served as the Fund's investment manager. With respect to
the 1994 fiscal year fee, $59,679 was waived by the investment manager.
With respect to the 1993 fiscal year fee, $31,482 was reimbursed by The
Boston Company Advisors, Inc. (the investment manager prior to April 4,
1994).
PURCHASE OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Fund Shares."
The Distributor. The Distributor serves as the Fund's distributor
pursuant to an agreement which is renewable annually. The Distributor also
acts as distributor for the other funds in the Dreyfus Family of Funds and
for certain other investment companies.
Dreyfus TeleTransfer Privilege. TeleTransfer purchase orders may be
made between the hours of 8:00 a.m. and 4:00 p.m., New York time, on any
business day that The Shareholder Services Group, Inc., the Fund's transfer
and dividend disbursing agent (the "Transfer Agent"), and the New York
Stock Exchange ("NYSE") are open. Such purchases will be credited to the
shareholder's Fund account on the next bank business day. To qualify to
use the 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 Fund Shares--Dreyfus
TeleTransfer Privilege."
Reopening an Account. An investor may reopen an account with a
minimum investment of $100 without filing a new Account Application during
the calendar year the account is closed or during the following calendar
year, provided the information on the old Account Application is still
applicable.
DISTRIBUTION PLAN
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Distribution Plan."
Distribution Plan - Investor and Institutional Shares. The Securities
and Exchange Commission ("SEC") has adopted Rule 12b-1 under the 1940 Act
("Rule") regulating the circumstances under which investment companies such
as the Trust directly or indirectly, bear the expenses of distributing
their shares. The Rule defines distribution expenses to include
expenditures for "any activity which is primarily intended to result in the
sale of fund shares." The Rule, among other things, provides that an
investment company may bear such expenses only pursuant to a plan adopted
in accordance with the Rule.
Prior Plans. Prior to April 4, 1994, the Investor shares of the Fund
were known as the "Retail Class" of shares; the "Institutional Class" of
shares was a separate class. The Retail Class was reclassified as the
Investor shares by the Board of Trustees at a meeting held on November 22,
1993, subject to certain approvals that were obtained from the Fund's
shareholders at a meeting held on March 29, 1994. At the November 22, 1993
Board Meeting, the Trustees also approved a new distribution plan for the
Investor shares (formerly Retail Class) and Institutional Class of the
Fund. Shareholders of the Retail Class of Shares and Institutional Class
of Shares approved the new distribution plans at a shareholders' meeting
held on March 14 and March 29, 1994. These new distribution plans
("Current Plans") were effective on April 4, 1994.
Prior to April 4, 1994, the Fund's Retail Shares and Institutional
Shares were subject to distribution plans (the "Prior Plans") that were
adopted by the Trust under Section 12(b) of the Act and Rule 12b-1
thereunder. Under the Prior Plans, the Fund was authorized to spend up to
.25% of its average daily net assets attributable to the Retail Class on
activities primarily intended to result in the sale of such Class and the
Fund was authorized to spend up to .15% of its average daily net assets
attributable to the Institutional Class on activities primarily intended to
result in the sale of such Class.
Under the distribution agreements with the prior distributor, Funds
Distributor, Inc. ("Funds Distributor") the Fund was authorized to pay, or
reimburse Funds Distributor, for distribution activities on behalf of the
Fund on a monthly basis, provided that any payment by the Fund to Funds
Distributor, together with any other payments made by the Fund pursuant to
the Prior Plan, shall not exceed .0208% of its average daily net assets
attributable to the Retail Class for the prior month (.25% on an annualized
basis) and .0125% of its average daily net assets attributable to the
Institutional Class for the prior month (.15% on an annualized basis).
Current Plans. Under the Current Plans, Investor shares of the Fund
may spend annually up to 0.25% of the average of the net asset values
attributable to the Investor shares, and Institutional shares of the Fund
may spend annually up to 0.15% of the average of its net asset values
attributable to the Institutional Class, for costs and expenses incurred in
connection with the distribution of, and shareholder servicing with respect
to, shares of those respective Classes.
The Current Plans provide that a report of the amounts expended under
the Current Plans, and the purposes for which such expenditures were
incurred, must be made to the Trustees for their review at least quarterly.
In addition, the Current Plans provide that they may not be amended to
increase materially the costs which the Fund may bear for distribution
pursuant to the Current Plans without approval of the Fund's shareholders,
and that other material amendments of the Current Plans must be approved by
the vote of a majority of the Trustees and of the Trustees who are not
"interested persons" of the Company (as defined in the 1940 Act) and who do
not have any direct or indirect financial interest in the operation of the
Current Plans, cast in person at a meeting called for the purpose of
considering such amendments. The Current Plans are subject to annual
approval by the entire Board of Trustees and by the Trustees who are
neither interested persons nor have any direct or indirect financial
interest in the operation of the Current Plans, by vote cast in person at a
meeting called for the purpose of voting on the Current Plan. The Current
Plans are terminable, as to the Fund's Class of shares, at any time by vote
of a majority of the Trustees who are not interested persons and have no
direct or indirect financial interest in the operation of the Current Plan
or by vote of the holders of a majority of the outstanding shares of such
class of the Fund.
REDEMPTION OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to
Redeem Fund Shares."
Wire Redemption Privilege. By using this Privilege, the investor
authorizes the Transfer Agent to act on wire or telephone redemption
instructions from any person representing himself or herself to be the
investor, or a representative of the investor's Service Agent, and
reasonably believed by the Transfer Agent to be genuine. Ordinarily, the
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.
Redemption proceeds, if wired, must be in the amount of $1,000 or more and
will be wired to the investor's account at the bank of record designated in
the investor's file at the Transfer Agent, if the investor's bank is a
member of the Federal Reserve System, or to a correspondent bank if the
investor's bank is not a member. Fees ordinarily are imposed by such bank
and usually are borne by the investor. Immediate notification by the
correspondent bank to the investor's bank is necessary to avoid a delay in
crediting the funds to the investor's bank account.
Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal code
which may be used for domestic or overseas transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
---------------- ----------------
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic equipment may
have the wire transmitted by contacting a TRT Cables operator at 1-800-654-
7171, toll free. Investors should advise the operator that the above
transmittal code must be used and should also inform the operator of the
Transfer Agent's answer back sign.
To change the commercial bank or account designated to receive
redemption proceeds, a written request must be sent to the Transfer Agent.
This request must be signed by each shareholder, with each signature
guaranteed as a described below under "Stock Certificates; Signatures."
Stock Certificates; Signatures. Any certificates representing Fund
shares to be redeemed must be submitted with the redemption request.
Written redemption requests must be signed by each shareholder, including
each holder of a joint account, and each signature must be guaranteed.
Signatures on endorsed certificates submitted for redemption also must be
guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies
and savings associations as well as from participants in the NYSE Medallion
Signature Program, the Securities Transfer Agents Medallion Program
("STAMP") and the Stock Exchanges Medallion Program. Guarantees must be
signed by an authorized signatory of the guarantor and "Signature-
Guaranteed" must appear with the signature. The Transfer Agent may request
additional documentation from corporations, executors, administrators,
trustees or guardians, and may accept other suitable verification
arrangements from foreign investors, such as consular verification. For
more information with respect to signature-guarantees, please call one of
the telephone numbers listed on the cover.
Dreyfus TeleTransfer Privilege. Investors should be aware that if
they have selected the Dreyfus TeleTransfer Privilege, any request for a
wire redemption will be effected as a TeleTransfer transaction through the
ACH system unless more prompt transmittal specifically is requested.
Redemption proceeds will be on deposit in the investor's account at an ACH
member bank ordinarily two business days after receipt of the redemption
request. See "Purchase of Fund Shares--Dreyfus TeleTransfer Privilege."
Redemption Commitment. The Fund has committed itself to pay in cash
all redemption requests by any shareholder of record of the Fund, 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 SEC. In the
case of requests for redemption in excess of such amount, the Board of
Trustees reserves the right to make payments in whole or in part in
securities or other assets in case of an emergency or any time a cash
distribution would impair the liquidity of the Fund to the detriment of the
existing shareholders. In this event, the securities would be valued in
the same manner as the Fund's portfolio is valued. If the recipient sold
such securities, brokerage charges would be incurred.
Suspension of Redemptions. The right of redemption may be suspended
or the date of payment postponed (a) during any period when the NYSE is
closed (other than customary weekend and holiday closings), (b) when
trading in the markets the Fund ordinarily utilizes is restricted, or when
an emergency exists as determined by the SEC 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 SEC by order may permit
to protect the Fund's shareholders.
SHAREHOLDER SERVICES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Shareholder
Services."
Fund Exchanges. Investor and Class R shares of the Fund may be
exchanged for comparable shares of certain other funds advised or
administered by Dreyfus. Institutional shares may be exchanged for shares
of certain other funds managed or administered by Dreyfus. Shares of such
funds purchased by exchange will be purchased on the basis of relative net
asset value per share as follows:
A. Exchanges for shares of funds that are offered without a sales
load will be made without a sales load.
B. Shares of funds purchased without a sales load may be exchanged
for shares of other funds sold with a sales load, and the
applicable sales load will be deducted.
C. Shares of funds purchased with a sales load may be exchanged
without a sales load for shares of other funds sold without a
sales load.
D. Shares of funds purchased with a sales load, shares of funds
acquired by a previous exchange from shares purchased with a
sales load and additional shares acquired through reinvestment of
dividends or other distributions of any such funds (collectively
referred to herein as "Purchased Shares") may beexchanged for
shares of other funds sold with a sales load (referred to herein
as "Offered Shares"), provided that, if the sales load applicable
to the Offered Shares exceeds the maximum sales load that could
have been imposed in connection with the Purchased Shares (at the
time the Purchased Shares were acquired), without giving effect
to any reduced loads, the difference will be deducted.
E. Shares of funds subject to a contingent deferred sales charge
("CDSC") that are exchanged for shares of another fund will be
subject to the higher applicable CDSC of the two funds, and for
purposes of calculating CDSC rates and conversion periods, if
any, will be deemed to have been held since the date the share
being exchanged were initially purchased.
To accomplish an exchange under item D above, shareholders must notify
the Transfer Agent of their prior ownership of fund shares and their
account number.
Exchanges of Class R shares held by a Retirement Plan may be made only
between the investor's Retirement Plan account in one fund and such
investor's Retirement Plan account in another fund.
To establish a personal retirement plan by exchange, shares of the
fund being exchanged must have a value of at least the minimum initial
investment required for the fund into which the exchange is being made.
For Dreyfus-sponsored Keogh Plans, IRAs and SEP-IRAs with only one
participant, the minimum initial investment is $750. To exchange shares
held in Corporate Plans, 403(b)(7) Plans and IRAs set up under a Simplified
Employee Pension Plan ("SEP-IRAs") with more than one participant, the
minimum initial investment is $100 if the plan has at least $2,500 invested
among the funds in the Dreyfus Family of Funds. To exchange shares held in
a personal retirement plan account, the shares exchanged must have a
current value of at least $100.
Dreyfus Auto-Exchange Privilege. The Dreyfus Auto-Exchange Privilege
permits an investor to purchase, in exchange for Investor and Class R
shares of the Fund, shares of a comparable class of another fund in the
Dreyfus Family of Funds, and in exchange for Institutional shares of the
Fund, shares of another fund in the Dreyfus Family of Funds. This
Privilege is available only for existing accounts. With respect to Class R
shares held by a Retirement Plan, exchanges may be made only between the
investor's Retirement Plan account in one fund and such investor's
Retirement Plan account in another fund. Shares will be exchanged on the
basis of relative net asset value as described above under " Fund
Exchanges." Enrollment in or modification or cancellation of this
Privilege is effective three business days following notification by the
investor. An investor will be notified if the investor's account falls
below the amount designated to be exchanged under this Privilege. In this
case, an investor's account will fall to zero unless additional investments
are made in excess of the designated amount prior to the next Auto-Exchange
transaction. Shares held under IRA and other retirement plans are eligible
for this Privilege. Exchanges of IRA shares may be made between IRA
accounts and from regular accounts to IRA accounts, but not from IRA
accounts to regular accounts. With respect to all other retirement
accounts, exchanges may be made only among those accounts.
Funds Exchanges and Dreyfus Auto-Exchange Privilege are available to
shareholders resident in any state in which shares of the fund being
acquired may legally be sold. Shares may be exchanged only between
accounts having identical names and other identifying designations.
Shareholder Services Forms and prospectuses of the other funds may be
obtained from the Distributor. The Fund reserves the right to reject any
exchange request in whole or in part. The Fund Exchange service or Dreyfus
Auto-Exchange Privilege may be modified or terminated at any time upon
notice to shareholders.
Automatic Withdrawal. The Automatic Withdrawal Plan permits an
investor with a $5,000 minimum account to request withdrawal of a specified
dollar amount (minimum of $50) on either a monthly or quarterly basis.
Withdrawal payments are the proceeds from sales of Fund shares, not the
yield on the shares. If withdrawal payments exceed reinvested dividends
and distributions, the investor's shares will be reduced and eventually may
be depleted. There is a service charge of $.50 for each withdrawal check.
Automatic Withdrawal may be terminated at any time by the investor, the
Fund or the Transfer Agent. Shares for which certificates have been issued
may not be redeemed through the Automatic Withdrawal Plan.
Dreyfus Dividend Sweep. Dreyfus Dividend Sweep allows investors to
invest on the payment date their dividends or dividends and capital gain
distributions, if any, from Investor or Class R shares of the Fund in
shares of the same Class of another fund in the Dreyfus Family of Funds of
which the investor is a shareholder and from Institutional shares of the
Fund into another fund in the Dreyfus Family of Funds of which the investor
is a shareholder. Shares of such other funds purchased pursuant to this
Privilege will be purchased on the basis of relative net asset value per
share as follows:
A. Dividends and distributions paid by a fund may be invested
without imposition of a sales load in shares of other funds that
are offered without a sales load.
B. Dividends and distributions paid by a fund which does not charge
a sales load may be invested in shares of other funds sold with a
sales load, and the applicable sales load will be deducted.
C. Dividends and distributions paid by a fund which charges a sales
load may be invested in shares of other funds sold with a sales
load (referred to herein as "Offered Shares"), provided that, if
the sales load applicable to the Offered Shares exceeds the
maximum sales load charged by the fund from which dividends or
distributions are being swept, without giving effect to any
reduced loads, the difference will be deducted.
D. Dividends and distributions paid by a fund may be invested in
shares of other funds that impose a contingent deferred sales
charge ("CDSC") and the applicable CDSC, if any, will be imposed
upon redemption of such shares.
Corporate Pension/Profit-Sharing and 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 SEP-IRAs and IRA "Rollover
Accounts," and 403(b)(7) Plans. Plan support services also are available.
Investors who wish to purchase Fund shares in conjunction with a Keogh
Plan, a 403(b)(7) Plan or an IRA, including an 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
$2,500 with no minimum on subsequent purchases. The minimum initial
investment for Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and 403(b)(7)
Plans with only one participant, is normally $750, with no minimum on
subsequent purchases. Individuals who open an IRA may also open a non-
working spousal IRA with a minimum investment of $250.
The investor should read the Prototype Retirement Plan and the
appropriate form of Custodial Agreement for further details on eligibility,
service fees and tax implications, and should consult a tax adviser.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Fund Shares."
Restricted securities, as well as securities or other assets for which
market quotations are not readily available, or are not valued by a pricing
service approved by the Board of Trustees, are valued at fair value as
determined in good faith by the Board of Trustees. The Board of Trustees
will review the method of valuation on a current basis. In making their
good faith valuation of restricted securities, the Trustees generally will
take the following factors into consideration: restricted securities which
are securities of the same class of securities for which a public market
exists usually will be valued at market value less the same percentage
discount at which purchased. This discount will be revised periodically by
the Board of Trustees if the Trustees believe that it no longer reflects
the value of the restricted securities. Restricted securities not of the
same class as securities for which a public market exists usually will be
valued initially at cost. Any subsequent adjustment from cost will be
based upon considerations deemed relevant by the Board of Trustees.
New York Stock Exchange Closings. The holidays (as observed) on which
the NYSE is closed currently are: New Year's Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.
DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Dividends,
Other Distributions and Taxes."
The term "regulated investment company" does not imply the supervision
of management or investment practices or policies by any government agency.
To qualify as a regulated investment company ("RIC"), the Fund
(1) must distribute to its shareholders each year at least 90% of its
investment company taxable income (generally consisting of net investment
income, net short-term capital gains and net gains from certain foreign
currency transactions), (2) must derive at least 90% of its annual gross
income from specified sources ("Income Requirement"), (3) must derive less
than 30% of its annual gross income from gain on the sale or disposition of
any of the following that are held for less than three months -- (i) secu-
rities, (ii) non-foreign-currency options and futures and (iii) foreign
currencies (or foreign currency options, futures and forward contracts)
that are not directly related to the Fund's principal business of investing
in securities (or options and futures with respect thereto) ("Short-Short
Limitation") -- and (4) must meet certain asset diversification and other
requirements. Accordingly, the Fund may be restricted in the selling of
securities held for less than three months.
Any dividend or other distribution paid shortly after an investor's
purchase may have the effect of reducing the net asset value of the shares
below the cost of his investment. Such a dividend or other distribution
would be a return on investment in an economic sense, although taxable as
stated in the Fund's Prospectus. In addition, the Internal Revenue Code
(the "Code") provides that if a shareholder holds shares of the Fund for
six months or less and has received a capital gain distribution with
respect to those shares, any loss incurred on the sale of those shares will
be treated as a long-term capital loss to the extent of the capital gain
distribution received.
Dividends and other distributions declared by the Fund in October,
November or December of any year and payable to shareholders of record on a
date in that month any of those months are deemed to have been paid by the
Fund and received by the shareholders on December 31 of that year if the
distributions are paid by the Fund during the following January.
Accordingly, those distributions will be taxed to shareholders for the year
in which that December 31 falls.
A portion of the dividends paid by the Fund, whether received in cash
or reinvested in additional Fund shares, may be eligible for the dividends-
received deduction allowed to corporations. The eligible portion may not
exceed the aggregate dividends received by the Fund from U.S. corporations.
However, dividends received by a corporate shareholder and deducted by it
pursuant to the dividends-received deduction are subject indirectly to the
alternative minimum tax.
Dividends and interest received by the Fund may be subject to income,
withholding or other taxes imposed by foreign countries and U.S.
possessions that would reduce the yield on its securities. Tax conventions
between certain countries and the United States may reduce or eliminate
these foreign taxes, however, and many foreign countries do not impose
taxes on capital gains in respect of investments by foreign investors.
Income from foreign currencies (except certain gains therefrom that
may be excluded by future regulations), and income from transactions in
options, futures and forward contracts derived by the Fund with respect to
its business of investing in securities or foreign currencies, will qualify
as permissible income under the Income Requirement. However, income from
the disposition of options and futures contracts (other than those on
foreign currencies) will be subject to the Short-Short Limitation if they
are held for less than three months. Income from the disposition of
foreign currencies, and options, futures and forward contracts thereon,
that are not directly related to the Fund's principal business of investing
in securities (or options and futures with respect to securities) also will
be subject to the Short-Short Limitation if they are held for less than
three months.
If the Fund satisfies certain requirements, any increase in value of a
position that is part of a "designated hedge" will be offset by any
decrease in value (whether realized or not) of the offsetting hedging
position during the period of the hedge for purposes of determining whether
the Fund satisfies the Short-Short Limitation. Thus, only the net gain (if
any) from the designated hedge will be included in gross income for
purposes of that limitation. The Fund will consider whether it should seek
to qualify for this treatment for its hedging transactions. To the extent
the Fund does not so qualify, it may be forced to defer the closing out of
certain options, futures and forward contracts beyond the time when it
otherwise would be advantageous to do so, in order for the Fund to qualify
as a RIC.
Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gain and loss. However, a portion of the gain or
loss from the disposition of foreign currencies and 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 any gain realized from the sale or other
disposition of certain market discount bonds will be treated as ordinary
income. Moreover, 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 futures and forward contracts and options transactions will be
treated as 60% long-term capital gain or loss and 40% short-term capital
gain or loss. Gain or loss will arise upon exercise or lapse of such
contracts and options as well as from closing transactions. In addition,
any such contracts or options remaining unexercised at the end of the
Fund's taxable year will be treated as sold for their then fair market
value (a process known as "marking to market"), resulting in additional
gain or loss to the Fund characterized in the manner described above.
Offsetting positions held by the Fund involving certain contracts or
options may constitute "straddles." "Straddles" are defined to include
"offsetting positions" in actively traded personal property. The tax
treatment of "straddles" is governed by Sections 1092 and 1258 of the Code,
which, in certain circumstances, override or modify Sections 1256 and 988.
As such, all or a portion of any short-term or long-term capital gain from
certain "straddle" transactions may be recharacterized to ordinary income.
If the Fund were treated as entering into "straddles" by reason of its
engaging in certain forward contracts or options transactions, such
"straddles" would be characterized as "mixed straddles" if the forward
contracts or options transactions comprising a part of such "straddles"
were governed by Section 1256. The Fund may make one or more elections
with respect to "mixed straddles." Depending on which election is made, if
any, the results to the Fund may differ. If no election is made, then to
the extent the "straddle" and conversion transactions rules apply to
positions established by the Fund, losses realized by the Fund will be
deferred to the extent of unrealized gain in the offsetting position.
Moreover, as a result of the "straddle" rules, short-term capital loss on
"straddle" positions may be recharacterized as long-term capital loss, and
long-term capital gains may be treated as short-term capital gains or
ordinary income.
Investment by the Fund in securities issued or acquired at a discount
(for example, zero coupon securities) or providing for deferred interest or
for payment of interest in the form of additional obligations (for example,
"pay-in-kind" or "PIK" securities) could, under special tax rules, affect
the amount, timing and character of distributions to shareholders by
causing the Fund to recognize income prior to the receipt of cash payments.
For example, the Fund could be required to take into gross income annually
a portion of the discount (or deemed discount) at which the securities were
issued and to distribute such income in order to maintain its qualification
for treatment as a RIC. In such case, the Fund may have to dispose of
securities it might otherwise have continued to hold in order to generate
cash to satisfy these distribution requirements.
If the Fund invests in an entity that is classified as a "passive
foreign investment company" ("PFIC") for federal income tax purposes, the
operation of certain provisions of the Code applying to PFICs could result
in the imposition of certain federal income taxes on the Fund. In
addition, gain realized from the sale or other disposition of PFIC
securities may be treated as ordinary income under Section 1291 of the
Code.
State and Local Taxes. Depending upon the extent of the Fund's
activities in states and localities in which its offices are maintained, in
which its agents or independent contractors are located, or in which it is
otherwise deemed to be conducting business, the Fund may be subject to the
tax laws of such states or localities. Shareholders are advised to consult
their tax advisers concerning the application of state and local taxes.
Foreign Shareholders - U.S. Federal Income Taxation. U.S. federal
income taxation of a shareholder who, as to the United States, is a
non-resident alien individual, a foreign trust or estate, a foreign
corporation or a foreign partnership (a "foreign shareholder"), depends on
whether the income from the Fund is "effectively connected" with a U.S.
trade or business carried on by the shareholder, as discussed generally
below. Special U.S. federal income tax rules that differ from those
described below may apply to certain foreign persons who invest in the
Fund. For example, the tax consequences to a foreign shareholder entitled
to claim the benefits of an applicable tax treaty may be different from
those described below. Foreign shareholders are advised to consult their
own tax advisers with respect to the particular tax consequences to them of
an investment in the Fund.
Foreign Shareholders - Income Not Effectively Connected. If the income
from the Fund is not effectively connected with a U.S. trade or business
carried on by the foreign shareholder, distributions of investment company
taxable income generally will be subject to a U.S. federal withholding tax
of 30% (or lower treaty rate) on the gross amount of the distribution.
Foreign shareholders also may be subject to U.S. federal withholding tax on
income resulting from any election by the Fund to treat foreign taxes paid
by it as paid by its shareholders (see discussion above), but foreign
shareholders will not be able to claim a credit or deduction for the
foreign taxes treated as having been paid by them.
Capital gains realized by foreign shareholders on the sale of Fund
shares and distributions to them of net capital gain, as well as amounts
retained by the Fund that are designated as undistributed capital gains,
generally will not be subject to U.S. federal income tax unless the foreign
shareholder is a non-resident alien individual and is physically present in
the United States for more than 182 days during the taxable year. However,
this rule only applies in exceptional cases, because any individual present
in the United States for more than 182 days during the taxable year
generally is treated as a resident for U.S. federal income tax purposes on
his worldwide income at the graduated rates applicable to U.S. citizens,
rather than the 30% U.S. federal withholding tax rate. In the case of
certain foreign shareholders, the Fund may be required to withhold U.S.
federal income tax at a rate of 31% of capital gain distributions and of
the gross proceeds from a redemption of Fund shares unless the shareholder
furnishes the Fund with a certificate regarding the shareholder's foreign
status.
Foreign Shareholders - Effectively Connected Income. If income from
the Fund is effectively connected with a U.S. trade or business carried on
by a foreign shareholder, then all distributions to that shareholder and
any gains realized by that shareholder on the disposition of the Fund
shares will be subject to U.S. federal income tax at the graduated rates
applicable to U.S. citizens and domestic corporations, as the case may be.
Foreign shareholders also may be subject to the branch profits tax.
Foreign Shareholders - Estate Tax. Foreign individuals generally are
subject to U.S. federal estate tax on their U.S. situs property, such as
shares of the Fund, that they own at the time of their death. Certain
credits against that tax and relief under applicable tax treaties may be
available.
Pennsylvania Personal Property Tax Exemption. The Trust has obtained a
Certificate of Authority to do business as a foreign corporation in
Pennsylvania. In the opinion of counsel, shares of The Trust are exempt
from Pennsylvania personal property taxes.
PORTFOLIO TRANSACTIONS
Decisions to buy and sell securities for the Fund are made by Dreyfus
subject to the overall supervision of the Trustees of the Trust. Portfolio
transactions for the Fund are effected by or under the direction of
Dreyfus. The same personnel are also in charge of portfolio transactions
for other accounts of other subsidiaries and affiliates of Dreyfus.
Although investment decisions for the Fund are made independently from
those of the other accounts managed by Dreyfus, investments of the type the
Fund may make may also be made by those other accounts. When the Fund and
one or more other accounts managed by Dreyfus are prepared to invest in, or
desire to dispose of, the same security, available investments or
opportunities for sales will be allocated in a manner believed by Dreyfus
to be equitable to each. In some cases, this procedure may adversely affect
the price paid or received by the Fund or the size of the position obtained
or disposed of by the Fund. In other cases, however, it is believed that
coordination and the ability to participate in volume transactions will be
to the benefit of the Fund.
Transactions on stock exchanges on behalf of the Fund involve the
payment of negotiated brokerage commissions. There is generally no stated
commission in the case of securities traded in the over-the-counter
markets, but the price of those securities includes an undisclosed
commission or mark-up. The cost of securities purchased from underwriters
includes an underwriting commission or concession, and the prices at which
securities are purchased from and sold to dealers include a dealer's
mark-up or mark-down.
In executing portfolio transactions and selecting brokers or dealers,
Dreyfus seeks the most favorable execution and price available. The
Investment Management Agreement provides that, in assessing the best
overall terms available for any transaction, Dreyfus shall consider factors
it deems relevant, including the breadth of the market in the security, the
price of the security, the financial condition and execution capability of
the broker or dealer, and the reasonableness of the commission, if any, for
the specific transaction and on a continuing basis. In addition, the
Investment Management Agreement authorizes Dreyfus, in selecting brokers or
dealers to execute a particular transaction and in evaluating the best
overall terms available, to consider the brokerage and research services
(as those terms are defined in Section 28(e) of the Securities Exchange Act
of 1934) provided to the Trust and/or other accounts over which Dreyfus or
an affiliate exercises investment discretion.
The Trustees will periodically review the brokerage commissions paid
by the Trust to determine if the commissions paid over representative
periods of time were fair and reasonable in relation to the benefits
inuring to the Fund. It is possible that certain of the services received
will primarily benefit one or more other accounts for which investment
discretion is exercised, or the Fund other than that for which the
transaction was executed. Conversely, the Trust or the Fund may be the
primary beneficiary of the service received as a result of portfolio
transactions effected for such other accounts or funds. The fees of Dreyfus
under the Investment Management Agreement are not reduced by reason of
receipt of such brokerage and research services.
The Trustees of the Trust have determined that portfolio transactions
for the Fund may be executed through affiliated broker dealers if, in the
judgment of Dreyfus, the use of an affiliated broker is likely to result in
prices and execution that are fair and reasonable and are at least as
favorable as those of other qualified broker-dealers and if, in such
transactions, the affiliated broker-dealer charges the Fund a rate
consistent with that charged to comparable unaffiliated customers in
similar transactions. Affiliated broker-dealers will not participate in
commissions from brokerage given by the Fund to other brokers or dealers.
In addition, pursuant to an exemption order granted by the SEC, the Fund
may engage in transactions involving certain money market instruments with
particular affiliates acting as principal. Over-the-counter purchases and
sales are transacted directly with principal market makers except in those
cases in which better prices and executions may be obtained elsewhere.
The following represents certain information regarding the Fund's
payment of brokerage commissions for the fiscal years 1992, 1993, and 1994:
Total brokerage commissions paid for the fiscal years ended December 31,
1994, 1993 and 1992 were $1,025,551, $716,054, and $1,889,445,
respectively. For the fiscal year ended December 31, 1994, the Fund paid
$15,736 to Boston Institutional Services, Inc., which represents 1.53% of
the total commissions paid and 1.37% of transactions involving commissions.
Portfolio Turnover. While the Fund does not intend to trade in
securities for short-term profits, the Fund will not consider portfolio
turnover rate a limiting factor in making investment decisions. While it
is not possible to predict the rate of frequency of portfolio transactions
(i.e., portfolio turnover rate) with any certainty, at the present time it
is anticipated that the portfolio turnover rate for the Fund will generally
not exceed 100%. Higher portfolio turnover rates can result in
corresponding increases in brokerage commissions. In addition, to the
extent the Fund realizes short-term gains as a result of more portfolio
transactions, such gains would be taxable to shareholders at ordinary
income tax rates.
The portfolio turnover rates for the 1993 and 1994 fiscal years for
the Fund were 75% and 73% respectively.
PERFORMANCE INFORMATION
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Performance
Information."
Average annual total return is calculated by determining the ending
redeemable value of an investment purchased at net asset value (maximum
offering price in the case of Investor shares) per share with a
hypothetical $1,000 payment made at the beginning of the period (assuming
the reinvestment of dividends and other 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.
Total return is calculated by subtracting the amount of the Fund's net
asset value 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 other distributions during the period), and
dividing the result by the net asset value per share at the beginning of
the period.
The Fund may compare the performance of its Investor, Class R shares
and Institutional Shares to that of other mutual funds, relevant indices or
rankings prepared by independent services or other financial or industry
publications that monitor mutual fund performance.
Performance rankings as reported in Changing Times, Business Week,
Institutional Investor, The Wall Street Journal, Mutual Fund Forecaster, No
Load Investor, Money Magazine, Morningstar Mutual Fund Values, U.S. News
and World Report, Forbes, Fortune, Barron's, Financial Planning, Financial
Planning on Wall Street, Certified Financial Planner Today, Investment
Advisor, Kiplinger's, Smart Money and similar publications may also be used
in comparing the Fund's performance. Furthermore, the Fund may quote its
Investor, Class R and Institutional Class yields in advertisements or in
shareholder reports.
Effective October 17, 1994, the Fund redesignated the Trust Shares as
"Class R shares." The following performance data for Investor shares is
reflective of each Fund's Retail Class of Shares' performance. Performance
data is not available for the Class R Shares of the Fund because the Fund
did not offer Class R shares (or its predecessors - Trust Shares and
Investment Class of Shares) during the fiscal year ended December 31, 1993.
Also listed below is the performance data for the Fund's Institutional
Class of Shares.
Total Return
The table below shows the average annual total return for the Fund's
Investor, Class R and Institutional shares for the specified periods.
<TABLE>
<CAPTION>
Investor Class R Institutional
-------- ------- -------------
<S> <C> <C> <C>
For the one year 1/1/94 to 12/31/94 0.38% - 0.49%
For the ten years 1/1/85 to 12/31/94 12.35% - -
From commencement of operations to 12/31/94(1) 10.28% (2.31%) 7.55%
__________________________
(1) The Fund commenced operations on February 6, 1947. The inception
dates of Class R shares and Institutional shares were August 4, 1994
and February 1, 1993, respectively.
</TABLE>
Aggregate Total Return
A fund's aggregate total return figures described and shown below
represent the cumulative change in the value of an investment in each Fund
for the specified period and are computed by the following formula:
ERV-P
-----
P AGGREGATE TOTAL RETURN = P
Where: P = A hypothetical initial payment of $10,000.
ERV = Ending Redeemable Value of a hypothetical $10,000
investment made at the beginning of the 1-, 5- or
10-year period (or fractional portion thereof),
assuming reinvestment of all dividends and distributions.
The table below shows the aggregate total return for the Fund's
Investor, Class R and Institutional shares for the specified periods.
<TABLE>
<CAPTION>
Investor Class R Institutional
-------- -------- -------------
<S> <C> <C> <C>
For the one year 1/1/94 to 12/31/94 0.38% - 0.49%
For the five years 1/1/90 to 12/31/94 29.41% - -
For the ten years 1/1/85 to 12/31/94 220.49% - -
From commencement of operations to 12/31/94(1) 10,746.62% (2.31%) 14.94%
__________________________
(1) The Fund commenced operations on February 6, 1947. The inception
dates of Class R shares and Institutional shares were August 4, 1994
and February 1, 1993, respectively.
</TABLE>
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 Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid. Fund shares have
no preemptive or subscription rights and are freely transferable.
The Fund will send annual and semi-annual financial statements to all
its shareholders.
Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust and required that notice of
such disclaimer be given in each agreement, obligation or instrument
entered into or executed by the Trust or a Trustee. The Agreement and
Declaration of Trust provides for indemnification from Trust property for
all losses and expenses of any shareholder held personally liable for the
obligations of the Trust. Thus, the risk of a shareholder's incurring
financial loss on account of shareholder liability is limited to
circumstances in which the Trust itself would be unable to meet its
obligations, a possibility which Dreyfus believes is remote. Upon payment
of any liability incurred by the Fund, the shareholder of the Fund will be
entitled to reimbursements from the general assets of the Fund. The
Trustees intend to conduct the operations of the Fund in such a way so as
to avoid, as far as possible, ultimate liability of the shareholders for
liabilities of the Fund.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL
AND INDEPENDENT AUDITORS
Mellon Bank, One Mellon Bank Center, Pittsburgh, PA 15258, is the
Fund's custodian. The Shareholder Services Group, Inc., a subsidiary of
First Data Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671,
is the Fund's transfer and dividend disbursing agent. The Shareholder
Services Group, Inc. and Mellon Bank as custodian, have no part in
determining the investment policies of the Fund or which securities are to
be purchased or sold by the Fund.
Kirkpatrick & Lockhart, 1800 M Street, N.W., South Lobby - 9th Floor,
Washington, D.C. 20036, has passed upon the legality of the shares offered
by the Prospectus and this Statement of Additional Information.
KPMG Peat Marwick LLP was appointed by the Trustees to serve as the
Fund's independent auditors for the year ending December 31, 1994,
providing audit services including (1) examination of the annual financial
statements, (2) assistance, review and consultation in connection with the
SEC and (3) review of the annual federal income tax return and the
Pennsylvania excise tax return filed on behalf of the Fund.
FINANCIAL STATEMENTS
The financial statements for the fiscal year ended December 31, 1994,
including notes to the financial statements and supplementary information
and the Report of Independent Auditors, are included in the Annual Report
to shareholders. A copy of the Annual Report accompanies this Statement of
Additional Information. The financial statements of the Annual Report are
incorporated herein by reference.
<PAGE>
PERFORMANCE SUMMARY
................................................................................
- --------------------------------------------------------------------------------
DREYFUS CORE VALUE FUND
- --------------------------------------------------------------------------------
<TABLE>
CHANGE IN VALUE OF $10,000 INVESTED FROM JANUARY 1, 1985 -- DECEMBER 31, 1994+
A line graph depicting the total growth (including reinvestment of dividends and capital gains) of a
hypothetical investment of $10,000 in Dreyfus Core Value Fund Investor shares on December 31, 1984
through December 31, 1994 as compared with the growth of a $10,000 investment in the Standard & Poor's
500 Stock Price Index and Lipper Growth & Income Fund Index. The plot points used to draw the line
graph were as follows:
<CAPTION>
GROWTH OF $10,000
INVESTMENT IN THE GROWTH OF $10,000
GROWTH OF $10,000 STANDARD & POOR'S INVESTMENT IN THE
INVESTED IN INVESTOR SHARES 500 STOCK LIPPER GROWTH &
MONTH ENDED OF THE FUND PRICE INDEX INCOME FUND INDEX
<S> <C> <C> <C>
12/84 $10,000 $10,000 $10,000
3/85 $10,869 $10,918 $10,816
6/85 $11,604 $11,720 $11,485
9/85 $11,655 $11,240 $11,124
12/85 $13,500 $13,174 $12,769
3/86 $15,773 $15,032 $14,468
6/86 $16,467 $15,919 $15,082
9/86 $15,558 $14,808 $14,227
12/86 $16,535 $15,634 $14,832
3/87 $19,252 $18,973 $17,503
6/87 $19,495 $19,924 $18,140
9/87 $20,682 $21,239 $19,162
12/87 $16,579 $16,457 $15,299
3/88 $18,259 $17,391 $16,610
6/88 $19,251 $18,548 $17,679
9/88 $19,512 $18,611 $17,853
12/88 $19,819 $19,183 $18,276
3/89 $21,451 $20,542 $19,458
6/89 $22,719 $22,354 $20,802
9/89 $24,472 $24,743 $22,490
12/89 $24,765 $25,252 $22,408
3/90 $23,765 $24,493 $21,744
6/90 $24,749 $26,032 $22,694
9/90 $20,311 $22,458 $19,753
12/90 $21,438 $24,468 $21,164
3/91 $24,219 $28,015 $24,060
6/91 $23,652 $27,948 $24,039
9/91 $24,888 $29,441 $25,043
12/91 $26,340 $31,906 $26,899
3/92 $25,656 $31,101 $27,011
6/92 $25,777 $31,690 $27,451
9/92 $26,313 $32,691 $28,232
12/92 $27,402 $34,335 $29,857
3/93 $29,297 $35,835 $31,630
6/93 $29,626 $36,005 $32,025
9/93 $31,565 $36,934 $33,472
12/93 $31,927 $37,792 $34,297
3/94 $31,513 $36,364 $33,149
6/94 $31,633 $36,513 $33,343
9/94 $32,817 $38,295 $34,722
12/94 $32,049 $38,286 $34,049
</TABLE>
<TABLE>
AVERAGE ANNUAL TOTAL RETURN -- INVESTOR SHARES
- --------------------------------------------------------------------------------
<S> <C>
YEAR ENDED 12/31/94 0.38%
- --------------------------------------------------------------------------------
FIVE YEARS ENDED 12/31/94 5.29%
- --------------------------------------------------------------------------------
TEN YEARS ENDED 12/31/94 12.35%
- --------------------------------------------------------------------------------
<FN>
+ Hypothetical illustration of $10,000 invested in Investor Shares of January
1, 1985 and reinvestment of dividends and capital gains at net asset value
through December 31, 1994.
The Standard & Poor's 500 Stock Index is a market capitalization index composed
of 500 widely held common stocks listed on the New York Stock Exchange,
American Stock Exchange and over-the-counter market. Because the index is not
a managed portfolio, there are no advisory fees or internal management expenses
refleted in theindex's performance.
The Lipper Growth & Income Fund Index is a net asset value weighted index of
the 30 largest funds within the Growth & Income Investment objective. It is
calculated daily with adjustments for income dividends and capital gains
distributions as of the ex-dividend dates.
Index information is available at month-end only, therefore, the closest
month-end to inception date of the Fund has been used.
This period was one in which common stock prices fluctuated and the results
should not be considered as representative of dividend income or capital gain
or loss which may be realized from an investment in the Fund today. No
adjustment has been made for a shareholder's tax liability on dividends or
capital gains.
Further information relating to Fund perfromance, including fee waivers and/or
expense reimbursements, is contained in the Financial Highlights section of the
Prospectus and elsewhere in the report.
NOTE: All figures cited here and on the following pages represent past
performance and do not guarantee future results. Investment return and
principal value of an investment will fluctuate so that an investor's shares
upon redemption may be worth more or less than original cost.
</TABLE>
6
................................................................................
<PAGE>
PERFORMANCE SUMMARY (CONTINUED)
................................................................................
- --------------------------------------------------------------------------------
DREYFUS CORE VALUE FUND
- --------------------------------------------------------------------------------
<TABLE>
CHANGE IN VALUE OF $10,000 INVESTED FROM FEBRUARY 1, 1993 -- DECEMBER 31, 1994+
A line graph depicting the total growth (including reinvestment of dividends and capital gains) of a
hypothetical investment of $10,000 in Dreyfus Core Value Fund Intitutional shares on February 1, 1993
through December 31, 1994 as compared with the growth of a $10,000 investment in the Standard & Poor's
500 Stock Price Index and Lipper Growth & Income Fund Index. The plot points used to draw the line
graph were as follows:
<CAPTION>
GROWTH OF $10,000
INVESTMENT IN THE GROWTH OF $10,000
GROWTH OF $10,000 STANDARD & POOR'S INVESTMENT IN THE
INVESTED IN INSTITUTIONAL 500 STOCK LIPPER GROWTH &
MONTH ENDED SHARES OF THE FUND PRICE INDEX INCOME FUND INDEX
<S> <C> <C> <C>
1/93 - $10,000 $10,000
2/01/93 $10,000 - -
2/93 $10,085 $10,136 $10,158
3/93 $10,485 $10,350 $10,424
6/93 $10,609 $10,399 $10,554
9/93 $11,302 $10,667 $11,031
12/93 $11,438 $10,915 $11,303
3/94 $11,290 $10,503 $10,925
6/94 $11,336 $10,546 $10,988
9/94 $11,763 $11,060 $11,443
12/94 $11,494 $11,058 $11,221
</TABLE>
<TABLE>
AVERAGE ANNUAL TOTAL RETURN -- INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------
<S> <C>
YEAR ENDED 12/31/94 0.49%
- --------------------------------------------------------------------------------
INCEPTION (2/1/93) THROUGH 12/31/94 7.55%
- --------------------------------------------------------------------------------
<FN>
+ Hypothetical illustration of $10,000 invested in Institutional Shares at inception
(February 1, 1993) and reinvestment of dividends and capital gains at net asset
value through December 31, 1994.
The Standard & Poor's 500 Stock Index is a market capitalization index composed
of 500 widely held common stocks listed on the New York Stock Exchange, American
Stock Exchange and over-the-counter market. Because the index is not a managed
portfolio, there are no advisory fees or internal management expenses refleted
in the index's performance.
The Lipper Growth & Income Fund Index is a net asset value weighted index of
the 30 largest funds within the Growth & Income Investment objective. It is
calculated daily with adjustments for income dividends and capital gains
distributions as of the ex-dividend dates.
Index information is available at month-end only, therefore, the closest
month-end to inception date of the Fund has been used.
This period was one in which common stock prices fluctuated and the results
should not be considered as representative of dividend income or capital gain
or loss which may be realized from an investment in the Fund today. No
adjustment has been made for a shareholder's tax liability on dividends or
capital gains.
Further information relating to Fund perfromance, including fee waivers and/or
expense reimbursements, is contained in the Financial Highlights section of the
Prospectus and elsewhere in the report.
NOTE: All figures cited here and on the following pages represent past
performance and do not guarantee future results. Investment return and
principal value of an investment will fluctuate so that an investor's shares
upon redemption may be worth more or less than original cost.
</TABLE>
7
................................................................................
<PAGE>
PERFORMANCE SUMMARY (CONTINUED)
................................................................................
- --------------------------------------------------------------------------------
DREYFUS CORE VALUE FUND
- --------------------------------------------------------------------------------
<TABLE>
CHANGE IN VALUE OF $10,000 INVESTED FROM AUGUST 4, 1994 -- DECEMBER 31, 1994+
A line graph depicting the total growth (including reinvestment of dividends and capital gains) of a
hypothetical investment of $10,000 in Dreyfus Core Value Fund Class R shares on August 4, 1994
through December 31, 1994 as compared with the growth of a $10,000 investment in the Standard & Poor's
500 Stock Price Index and Lipper Growth & Income Fund Index. The plot points used to draw the line
graph were as follows:
<CAPTION>
GROWTH OF $10,000
INVESTMENT IN THE GROWTH OF $10,000
GROWTH OF $10,000 STANDARD & POOR'S INVESTMENT IN THE
INVESTED IN CLASS R SHARES 500 STOCK LIPPER GROWTH &
MONTH ENDED OF THE FUND PRICE INDEX INCOME FUND INDEX
<S> <C> <C> <C>
7/84 - $10,000 $10,000
8/04/94 $10,000 - -
8/94 $10,313 $10,409 $10,380
9/94 $ 9,994 $10,155 $10,136
12/94 $ 9,769 $10,153 $ 9,939
</TABLE>
<TABLE>
AGGREGATE TOTAL RETURN -- CLASS R SHARES
- --------------------------------------------------------------------------------
<S> <C>
INCEPTION (8/4/94) THROUGH 12/31/94 (2.31%)
- --------------------------------------------------------------------------------
<FN>
+ Hypothetical illustration of $10,000 invested in Class R Shares at inception
(August 4, 1994) reinvestment of dividends and capital gains at net asset value
through December 31, 1994.
The Standard & Poor's 500 Stock Index is a market capitalization index composed
of 500 widely held common stocks listed on the New York Stock Exchange,
American Stock Exchange and over-the-counter market. Because the index is not
a managed portfolio, there are no advisory fees or internal management expenses
refleted in theindex's performance.
The Lipper Growth & Income Fund Index is a net asset value weighted index of
the 30 largest funds within the Growth & Income Investment objective. It is
calculated daily with adjustments for income dividends and capital gains
distributions as of the ex-dividend dates.
Index information is available at month-end only, therefore, the closest
month-end to inception date of the Fund has been used.
This period was one in which common stock prices fluctuated and the results
should not be considered as representative of dividend income or capital gain
or loss which may be realized from an investment in the Fund today. No
adjustment has been made for a shareholder's tax liability on dividends or
capital gains.
Further information relating to Fund perfromance, including fee waivers and/or
expense reimbursements, is contained in the Financial Highlights section of the
Prospectus and elsewhere in the report.
NOTE: All figures cited here and on the following pages represent past
performance and do not guarantee future results. Investment return and
principal value of an investment will fluctuate so that an investor's shares
upon redemption may be worth more or less than original cost.
</TABLE>
8
................................................................................
<PAGE>
PORTFOLIO OF INVESTMENTS
................................................................................
- --------------------------------------------------------------------------------
DREYFUS CORE VALUE FUND DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
SHARES (NOTE 1)
<S> <C> <C>
COMMON STOCKS -- DOMESTIC -- 86.6%
FINANCIAL SERVICES -- 19.1%
88,700 Aetna Life & Casualty Company $ 4,179,988
68,000 Ahmanson H F & Company 1,096,500
327,000 American Express Company 9,646,500
42,000 American International Group Inc. 4,116,000
175,000 Bank Of Boston Corporation 4,528,125
79,930 BankAmerica Corporation 3,157,235
137,300 Chase Manhattan Corporation 4,719,686
30,000 Crestar Financial Corporation 1,128,750
71,000 Dean Witter, Discover & Company 2,405,125
40,700 Federal National Mortgage Association 2,966,013
124,000 First Chicago Corporation 5,921,000
39,500 First Tennessee National Corporation 1,609,625
161,500 Fleet Financial Group Inc. 5,248,750
19,700 Lincoln National Corporation 689,500
33,000 Mercantile Bancorp Inc. 1,031,250
45,000 Merrill Lynch & Company Inc. 1,608,750
67,000 Mid Ocean Limited+ 1,825,750
79,000 Morgan (JP) & Company Inc. 4,424,000
117,000 St. Paul Companies Inc. 5,235,750
89,400 Student Loan Marketing Association 2,905,500
70,000 Sunamerica Inc. 2,537,500
43,800 Travelers Inc. 1,423,500
------------
72,404,797
------------
CONSUMER NON-DURABLES -- 11.3%
97,500 American Brands Inc. 3,656,250
271,200 Archer Daniels Midland Company 5,593,500
35,500 Dean Foods Company 1,029,500
149,000 Dial Corporation 3,166,250
85,500 Liz Claiborne Inc. 1,442,813
57,000 Loews Corporation 4,951,875
38,298 Nike Inc., Class B 2,857,988
136,000 Philip Morris Companies Inc. 7,820,000
518,000 RJR Nabisco Holdings Corporation+ 2,849,000
137,000 Seagram Company, Limited 4,041,500
45,000 Sherwin Williams Company 1,490,625
4,000 Unilever N V, ADR 466,000
186,200 United States Shoe Corporation 3,491,250
------------
42,856,551
------------
CONSUMER SERVICES -- 11.2%
132,000 American Greetings Corporation, Class A 3,564,000
102,000 American Stores Company 2,741,250
</TABLE>
See Notes to Financial Statements. 9
................................................................................
<PAGE>
PORTFOLIO OF INVESTMENTS (CONTINUED)
................................................................................
- --------------------------------------------------------------------------------
DREYFUS CORE VALUE FUND DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
SHARES (NOTE 1)
<S> <C> <C>
COMMON STOCKS -- DOMESTIC (continued)
CONSUMER SERVICES (CONTINUED)
50,000 Caldor Corporation+ $ 1,112,500
179,000 Dillard Department Stores Inc., Class A 4,788,250
15,000 Hanson Plc, ADR 270,000
40,000 King World Productions Inc.+ 1,380,000
57,000 Knight Ridder Inc. 2,878,500
153,500 Kroger Company+ 3,703,188
85,000 Limited Inc. 1,540,625
83,000 May Dept Stores Company 2,801,250
70,500 Penney (J.C.) Inc. 3,146,063
122,000 Rite Aid Corporation 2,851,750
70,000 Sears, Roebuck & Company 3,220,000
147,500 Tandy Corporation 7,393,437
55,500 Waban Inc.+ 985,125
------------
42,375,938
------------
CAPITAL GOODS -- 9.8%
86,000 General Electric Company 4,386,000
126,200 Honeywell Inc. 3,975,300
54,600 ITT Corporation 4,838,925
55,700 Litton Industries, Inc.+ 2,060,900
117,000 Martin Marietta Corporation 5,191,875
285,300 Philips Electronics N.V. 8,380,688
130,000 Rockwell International Corporation 4,647,500
95,000 Varity Corporation+ 3,443,750
------------
36,924,938
------------
ENERGY -- 7.5%
35,000 Amerada Hess Corporation 1,596,875
79,000 Chevron Corporation 3,525,375
113,000 Exxon Corporation 6,864,750
160,000 Horsham Corporation 2,040,000
30,000 MAPCO Inc. 1,537,500
35,000 Mobil Corporation 2,948,750
32,800 Royal Dutch Petroleum Company ADR 3,526,000
30,000 Schlumberger Limited 1,511,250
68,500 Tosco Corporation 1,995,063
197,000 Transcanada Pipeline Limited 2,388,625
12,400 Ypf Sociedad Anonima, ADR 265,050
------------
28,199,238
------------
BASIC INDUSTRIES -- 6.2%
60,000 Abitibi Price Inc.+ 817,500
28,700 AK Steel Holdings Corporation+ 882,525
</TABLE>
10 See Notes to Financial Statements.
................................................................................
<PAGE>
PORTFOLIO OF INVESTMENTS (CONTINUED)
................................................................................
- --------------------------------------------------------------------------------
DREYFUS CORE VALUE FUND DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
SHARES (NOTE 1)
<S> <C> <C>
COMMON STOCKS -- DOMESTIC (continued)
BASIC INDUSTRIES (CONTINUED)
52,000 Bowater Inc. $ 1,384,500
97,000 Champion International Corporation 3,540,500
23,000 Georgia Pacific Corporation 1,644,500
132,300 Grace W R & Company 5,110,087
8,000 Grupo Simec S.A., ADR+ 121,000
63,700 IMC Global Inc. 2,755,025
23,000 International Paper Company 1,733,625
112,000 James River Corporation 2,268,000
90,000 Louisiana Pacific Corporation 2,452,500
25,625 Rayonier Inc. 781,563
------------
23,491,325
------------
UTILITIES -- 5.3%
34,400 AT & T Corporation 1,728,600
180,000 CMS Energy Corporation 4,117,500
57,000 GTE Corporation 1,731,375
104,100 Illinova Corporation 2,264,175
149,000 MCI Communications Corporation 2,737,875
49,000 NYNEX Corporation 1,800,750
90,000 Pacific Enterprises 1,912,500
85,000 Pinnacle West Capital Corporation 1,678,750
7,061 U S West Inc. 251,548
75,000 Unicom Corporation 1,800,000
------------
20,023,073
------------
TECHNOLOGY -- 4.3%
92,000 Apple Computer Inc. 3,588,000
27,000 Harris Corporation 1,147,500
28,000 Intel Corporation 1,788,500
138,000 Sun Microsystems Inc.+ 4,899,000
50,000 Xerox Corporation 4,950,000
------------
16,373,000
------------
HEALTH CARE -- 4.1%
11,900 Genetics Institute Inc.+ 428,400
112,000 Healthtrust -- The Hospital Company+ 3,556,000
55,500 Lilly (Eli) & Company 3,642,187
118,500 National Medical Enterprises Inc.+ 1,673,813
48,000 Schering Plough Corporation 3,552,000
34,000 Warner Lambert Company 2,618,000
------------
15,470,400
------------
TRANSPORTATION -- 3.3%
32,000 AMR Corporation+ 1,704,000
</TABLE>
See Notes to Financial Statements. 11
................................................................................
<PAGE>
PORTFOLIO OF INVESTMENTS (CONTINUED)
................................................................................
- --------------------------------------------------------------------------------
DREYFUS CORE VALUE FUND DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
SHARES (NOTE 1)
<S> <C> <C>
COMMON STOCKS -- DOMESTIC (continued)
TRANSPORTATION (CONTINUED)
120,000 Canadian Pacific Limited $ 1,800,000
36,800 Conrail Inc. 1,858,400
45,000 Illinois Central Corporation, Series A 1,383,750
140,000 Southern Pacific Rail Corporation+ 2,537,500
60,970 Volkswagen AG, ADR 3,338,108
------------
12,621,758
------------
CONSUMER DURABLES -- 2.9%
57,783 Black & Decker Corporation 1,372,346
46,100 Fleetwood Enterprises Inc. 864,375
250,000 Ford Motor Company 7,000,000
75,000 Masco Corporation 1,696,875
------------
10,933,596
------------
REAL ESTATE -- 1.5%
70,700 Associated Estates Realty Corporation 1,484,700
97,000 Avalon Properties Inc. 2,231,000
83,333 Camden Property Trust 2,072,908
------------
5,788,608
------------
COMMUNICATION -- 0.1%
7,000 Tele Danmark, ADR+ 178,500
------------
TOTAL COMMON STOCKS -- DOMESTIC
(Cost $319,823,880) 327,641,722
------------
COMMON STOCKS -- FOREIGN -- 8.0%
JAPAN -- 1.9%
12,000 Chudenko Corporation 439,538
60,000 Dai-Tokyo Fire & Marine Insurance Company 437,130
20,000 Fuji Photo Film Limited 463,623
30,000 Kao Corporation 340,191
50,000 Mitsubishi Heavy Industries 381,335
15,400 Murata Manufacturing Company 591,892
50,000 Nishimatsu Construction Company 521,826
15,000 Nomura Securities Company 311,591
22,000 Rinnai Corporation 461,415
22,000 Sanyo Coca Cola Company 328,951
40,000 Sekisui House 445,559
35,000 Sumitomo Corporation 358,254
13,000 Taihei Dengyo Kaisha Limited 310,487
20,000 Tokai Rubber Industries 337,180
25,000 Toyota Motor Company 526,844
</TABLE>
12 See Notes to Financial Statements.
................................................................................
<PAGE>
PORTFOLIO OF INVESTMENTS (CONTINUED)
................................................................................
- --------------------------------------------------------------------------------
DREYFUS CORE VALUE FUND DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
SHARES (NOTE 1)
<S> <C> <C>
COMMON STOCKS -- FOREIGN (continued)
JAPAN (CONTINUED)
19,000 Yamanouchi Pharmaceutical Company $ 390,868
35,000 Yamato Transport 432,012
------------
7,078,696
------------
GREAT BRITAIN -- 1.1%
65,000 Abbey National+ 437,347
80,000 Blue Circle Industries+ 354,259
50,000 Boots Company 393,535
70,000 British Gas 341,741
70,000 BTR 322,026
15,000 Laird Group New+ 80,741
75,000 Laird Group Plc+ 406,053
55,479 National Westminster Bank 447,944
50,000 Powerscreen International 183,858
100,000 Scapa Group+ 297,303
50,000 Severn Trent 415,441
50,781 United Newspapers 375,844
------------
4,056,092
------------
SWEDEN -- 0.9%
29,000 AGA AB, Series B 267,396
100,000 Astra AB, Class A, ADR+ 2,587,500
25,000 Pharmacia AB, Series A 400,455
10,000 Skanska AB, Series B 230,177
------------
3,485,528
------------
FRANCE -- 0.6%
1,535 Alcatel Alsthom 131,054
12,100 Alcatel Alsthom, ADR 205,700
10,000 C.S.F.(Thompson)+ 299,195
2,900 Danone 406,684
1,000 Guyenne & Gascogne 252,762
4,246 Societe Generale 445,985
3,095 Societe Nationale Elf Equitiane 217,826
5,225 Total, Class B 303,463
------------
2,262,669
------------
BERMUDA -- 0.6%
91,000 Ace Limited ADR 2,127,125
------------
GERMANY -- 0.5%
2,300 Bayer AG 538,906
1,000 Deutsche Bank AG 464,741
</TABLE>
See Notes to Financial Statements. 13
................................................................................
<PAGE>
PORTFOLIO OF INVESTMENTS (CONTINUED)
................................................................................
- --------------------------------------------------------------------------------
DREYFUS CORE VALUE FUND DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
SHARES (NOTE 1)
<S> <C> <C>
COMMON STOCKS -- FOREIGN (continued)
GERMANY (CONTINUED)
1,000 Siemens AG $ 418,912
1,400 Veba AG 487,978
------------
1,910,537
------------
SWITZERLAND -- 0.5%
750 Ciba-Geigy AG 447,479
300 Magazine Zum Globus 179,335
500 Nestle SA 476,318
600 Sandoz AG 312,605
1,600 Schweizerischer Banksverein 442,475
------------
1,858,212
------------
AUSTRALIA -- 0.4%
45,000 Amcor Limited 325,140
120,000 Boral 316,302
263,043 Goodman Fielder Limited 232,473
35,000 National Australia Bank Limited 280,020
52 News Corporation Limited+ 179
100,000 Southcorp Holdings Limited 224,823
104 The News Corporation 407
85,635 Westpac Banking Corporation 288,790
------------
1,668,134
------------
SPAIN -- 0.4%
4,000 Banco Intercontinental Espanol 330,282
2,400 Banco Popular Espanol 285,313
5,000 Gas Y Electricidad 211,934
30,000 Iberdrola SA 185,043
8,000 Repsol SA 216,947
21,000 Telefonica De Espana 248,053
------------
1,477,572
------------
NETHERLANDS -- 0.3%
14,538 ABN Amro Holdings 505,007
6,000 Bols Wessanen (Koninklijke) 113,716
6,970 Internationale Nederlanden 329,247
13,609 Stad Rotterdam CVA 295,558
------------
1,243,528
------------
ITALY -- 0.2%
15,000 Istituto Mobiliare Italiano, ADR 275,625
160,000 Stet, Di Risp 379,402
------------
655,027
------------
</TABLE>
14 See Notes to Financial Statements.
................................................................................
<PAGE>
PORTFOLIO OF INVESTMENTS (CONTINUED)
................................................................................
- --------------------------------------------------------------------------------
DREYFUS CORE VALUE FUND DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
SHARES (NOTE 1)
<S> <C> <C>
COMMON STOCKS -- FOREIGN (continued)
MALAYSIA -- 0.1%
106,666 Malaysian Intern Shipping Corporation $ 300,055
120,000 Sime Darby Berhad 276,638
------------
576,693
------------
MEXICO -- 0.1%
120,000 Telefonos De Mexico, Series L 246,995
27,000 Tolmex S.A., Class B2 227,940
------------
474,935
------------
AUSTRIA -- 0.1%
2,600 Evn Energ Versorg 338,124
------------
HONG KONG -- 0.1%
100,000 Cathay Pacific Airways 145,396
40,000 Cheung Kong(Holdings) 162,843
------------
308,239
------------
SINGAPORE -- 0.1%
30,000 Singapore Airlines 275,815
------------
BELGIUM -- 0.1%
1,500 Electrabel 269,430
------------
PORTUGAL -- 0.0%
9,000 Espirito Santo Financial Holdings S.A., ADR 120,376
------------
TOTAL COMMON STOCKS -- FOREIGN
(Cost $31,041,835) 30,186,732
------------
WARRANTS -- 0.0%
(Cost $3,671)
534 Chase Manhattan Corporation, Warrants,
Expire 06/30/96+ 2,603
------------
CONVERTIBLE PREFERRED STOCK -- 2.2%
50,000 Cellular Communications Inc., Conv. Pfd., $0.01+ 2,675,000
61,200 Ford Motor Company, Conv. Pfd., Series A, $4.20 5,630,400
------------
TOTAL CONVERTIBLE PREFERRED STOCK
(Cost $7,017,302) 8,305,400
------------
PREFERRED STOCK -- FOREIGN -- 0.1%
(Cost $418,818)
1,800 RWE-AG Pfd. 407,229
------------
</TABLE>
See Notes to Financial Statements. 15
................................................................................
<PAGE>
PORTFOLIO OF INVESTMENTS (CONTINUED)
................................................................................
- --------------------------------------------------------------------------------
DREYFUS CORE VALUE FUND DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL VALUE
AMOUNT (NOTE 1)
<S> <C> <C>
CONVERTIBLE BONDS -- 0.1%
(Cost $713,594)
$ 900,000 Nu Med Inc., Sr. Sub. Deb., (in default)
13.750% due 09/15/95 $ 203,625
------------
COMMERCIAL PAPER -- 2.2%
(Cost $8,448,000)
8,448,000 General Electric Capital Corporation, Note,
5.800% due 1/3/95 8,448,000
------------
TOTAL INVESTMENTS
(Cost $367,467,100*) 99.2% 375,195,311
OTHER ASSETS AND LIABILITIES (NET) 0.8 3,178,211
----- ------------
NET ASSETS 100.0% $378,373,522
===== ============
<FN>
- --------------------------------------------------------------------------------
* Aggregate cost for Federal tax purposes.
+ Non-income producing security.
ADR -- American Depository Receipt
</TABLE>
16 See Notes to Financial Statements.
................................................................................
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES
................................................................................
- --------------------------------------------------------------------------------
DREYFUS CORE VALUE FUND DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
ASSETS:
Investments, at value (Cost $367,467,100) (Note 1)
See accompanying schedule $375,195,311
Cash and foreign currency (Cost $912,899) 906,810
Receivable for investment securities sold 3,970,332
Dividends and interest receivable 1,164,775
Receivable for Fund shares sold 48,480
------------
TOTAL ASSETS 381,285,708
------------
LIABILITIES:
Payable for investment securities purchased $1,768,928
Payable for Fund shares redeemed 764,723
Investment management fee payable (Note 2) 315,544
Accrued Trustees' fees and expenses (Note 2) 33,249
Distribution fee payable (Note 3) 9,278
Accrued expenses and other payables 20,464
----------
TOTAL LIABILITIES 2,912,186
------------
NET ASSETS $378,373,522
============
NET ASSETS consist of:
Undistributed net investment income $ 591,925
Accumulated net realized gain on securities,
forward foreign exchange contracts, and foreign
currency transactions 4,113,430
Net unrealized appreciation of securities, foreign
currencies and net other assets 7,722,792
Paid-in capital 365,945,375
------------
TOTAL NET ASSETS $378,373,522
============
NET ASSET VALUE
INVESTOR SHARES:
Net asset value, offering and redemption price per
share
($317,868,349 / 12,943,931 shares of beneficial
interest outstanding) $ 24.56
============
INSTITUTIONAL SHARES:
Net asset value, offering and redemption price per
share
($59,434,739 / 2,420,240 shares of beneficial
interest outstanding) $ 24.56
============
CLASS R SHARES:
Net asset value, offering and redemption price per
share
($1,070,434 / 43,588 shares of beneficial
interest outstanding) $ 24.56
============
</TABLE>
See Notes to Financial Statements. 17
................................................................................
<PAGE>
STATEMENT OF OPERATIONS
................................................................................
- --------------------------------------------------------------------------------
DREYFUS CORE VALUE FUND
- --------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends (net of foreign withholding taxes
of $133,434) $ 9,547,039
Interest 1,011,200
------------
TOTAL INVESTMENT INCOME 10,558,239
------------
EXPENSES:
Investment management fee (Note 2) $2,625,878
Distribution fee (Note 3) 852,639
Investment advisory fee (Note 2) 847,797
Transfer agent fees (Note 2) 110,155
Trustees' fees and expenses (Note 2) 63,163
Custodian fees (Note 2) 9,942
Other 17,737
Fees waived by investment manager (Note 2) (59,679)
----------
TOTAL EXPENSES 4,467,632
------------
NET INVESTMENT INCOME 6,090,607
------------
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
(Notes 1 and 4):
Net realized gain on:
Securities transactions 38,792,137
Forward foreign exchange contracts 18,673
Foreign currencies 110,631
------------
Net realized gain on investments during the
year 38,921,441
Net change in unrealized depreciation of:
Securities (42,539,989)
Foreign currencies (2,704)
------------
Net unrealized depreciation of investments
during the year (42,542,693)
------------
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS (3,621,252)
------------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS 2,469,355
============
</TABLE>
18 See Notes to Financial Statements.
................................................................................
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
................................................................................
- --------------------------------------------------------------------------------
DREYFUS CORE VALUE FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR YEAR
ENDED ENDED
12/31/94 12/31/93
<S> <C> <C>
Net investment income $ 6,090,607 $ 5,013,674
Net realized gain on investments, forward foreign
exchange contracts and foreign currency
transactions during the year 38,921,441 27,274,319
Net unrealized appreciation/(depreciation) on
securities and foreign currencies during the year (42,542,693) 34,564,044
------------ -------------
Net increase in net assets resulting from
operations 2,469,355 66,852,037
Distributions to shareholders from net investment
income:
Investor Shares (formerly Retail Class) (4,790,982) (3,764,596)
Institutional Shares (1,036,131) (1,026,635)
Class R Shares (formerly Trust Shares) (14,497) --
Distribution to shareholders from net realized
gains on investments:
Investor Shares (formerly Retail Class) (35,173,927) (18,423,800)
Institutional Shares (7,027,785) (4,160,736)
Class R Shares (formerly Trust Shares) (147,807) --
Net increase/(decrease) in net assets from Fund
share transactions (Note 5):
Investor Shares (formerly Retail Class) 6,323,234 (106,984,501)
Institutional Shares (12,960,250) 73,690,589
Class R Shares (formerly Trust Shares) 1,263,580 --
------------ -------------
Net increase/(decrease) in net assets (51,095,210) 6,182,358
NET ASSETS:
Beginning of year 429,468,732 423,286,374
------------ -------------
End of year (including undistributed net investment
income of $591,925 and $213,589, respectively) $378,373,522 $ 429,468,732
============ =============
</TABLE>
See Notes to Financial Statements. 19
................................................................................
<PAGE>
FINANCIAL HIGHLIGHTS
................................................................................
- --------------------------------------------------------------------------------
DREYFUS CORE VALUE FUND, INVESTOR SHARES
- --------------------------------------------------------------------------------
Reference is made to page 5 of the Fund's Prospectus dated April 10, 1995.
20 See Notes to Financial Statements.
................................................................................
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
................................................................................
- --------------------------------------------------------------------------------
DREYFUS CORE VALUE FUND, CLASS R SHARES
- --------------------------------------------------------------------------------
Reference is made to page 7 of the Fund's Prospectus dated April 10, 1995.
See Notes to Financial Statements. 21
................................................................................
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
................................................................................
- --------------------------------------------------------------------------------
DREYFUS CORE VALUE FUND, INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------
Reference is made to page 6 of the Fund's Prospectus dated April 10, 1995.
See Notes to Financial Statements. 22
................................................................................
<PAGE>
................................................................................
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
23
................................................................................
<PAGE>
................................................................................
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
24
................................................................................
<PAGE>
NOTES TO FINANCIAL STATEMENTS
................................................................................
1. SIGNIFICANT ACCOUNTING POLICIES
The Dreyfus/Laurel Funds Trust (the "Trust") (formerly The Boston Company
Fund), The Dreyfus/Laurel Tax-Free Municipal Funds, The Dreyfus/Laurel Funds,
Inc. and The Dreyfus/Laurel Investment Series are all registered open-end
investment companies that are now part of The Dreyfus Family of Funds. The
Trust is an investment company which consists of four funds: Premier Limited
Term Government Securities Fund, Dreyfus Core Value Fund (the "Fund"),
Premier Managed Income Fund and Dreyfus Special Growth Fund. The Trust is a
"Massachusetts business trust" and is registered with the Securities and
Exchange Commission under the Investment Company Act of 1940, as amended (the
"1940 Act"), as a diversified, open-end management investment company. As of
February 1, 1993 the Trust offered two classes of shares: Retail and
Institutional. On April 4, 1994, the Retail Class of shares was renamed the
Investor Shares and the Trust Shares were added as a third class of shares.
On October 17, 1994, the Trust Shares were redesignated as Class R Shares.
Investor Shares are sold primarily to retail investors and bear a
distribution fee. Institutional Shares are designed for clients of certain
institutional investors, such as financial planners or investment advisers,
and bear a lower distribution fee. Class R Shares are sold primarily to bank
trust departments and other financial service providers (including Mellon
Bank and its affiliates) acting on behalf of customers having a qualified
trust or investment account or relationship at such institution, and bear no
distribution fee. Each class of shares has identical rights and privileges
except with respect to the distribution fees and voting rights on matters
affecting a single class. The following is a summary of significant
accounting policies consistently followed by the Fund in the preparation of
its financial statements.
(A) PORTFOLIO VALUATION
Investments in securities traded on a national securities exchange are valued
at the last reported sales price or, in the absence of a recorded sale, at
the mean of the closing bid and asked prices. Over-the-counter securities are
valued at the mean of the closing bid and asked prices. When market
quotations for securities are not readily available, the securities are
valued at fair value, as determined in good faith by the Board of Trustees.
Options are generally valued at the last sale price or, in the absence of a
last sale price, the last bid price. Bonds are valued through valuations
obtained from a commercial pricing service or at the most recent mean of the
bid and asked prices provided by investment dealers in accordance with
procedures established by the Board of Trustees, with maturities of 60 days
or less from the valuation day are valued on the basis of amortized cost
which approximates market value. Foreign securities are generally valued at
the preceding closing values of such securities on their respective
exchanges, except that when an occurrence subsequent to the time a value was
so established is likely to have changed such value. Then the fair value of
those securities will be determined by consideration of other factors by or
under the direction of the Board of Trustees or its delegates.
25
................................................................................
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
................................................................................
(B) REPURCHASE AGREEMENTS
The Fund may engage in repurchase agreement transactions. Under the terms of
a typical repurchase agreement, the Fund through its custodian, takes
possession of an underlying debt obligation subject to an obligation of the
seller to repurchase, and the Fund to resell, the obligation at an
agreed-upon price and time, thereby determining the yield during the Fund's
holding period. This arrangement results in a fixed rate of return that is
not subject to market fluctuations during the Fund's holding period. The
value of the collateral is at least equal at all times to the total amount of
the repurchase obligations, including interest. In the event of counterparty
default, the Fund has the right to use the collateral to offset losses
incurred. There is potential loss to the Fund in the event the Fund is
delayed or prevented from exercising its rights to dispose of the collateral
securities including the risk of a possible decline in the value of the
underlying securities during the period while the Fund seeks to assert its
rights. The Fund's investment manager, acting under the supervision of the
Board of Trustees, reviews the value of the collateral and the
creditworthiness of those banks and dealers with which the Fund enters into
repurchase agreements to evaluate potential risks.
(C) FORWARD FOREIGN CURRENCY CONTRACTS
The Fund uses forward foreign currency contracts to hedge risks on foreign
currency denominated transactions and holdings. The Fund generally enters
into forward contracts as a hedge, in connection with the purchase or sale of
a security denominated in foreign currency. Forward contracts may also be
used to shift portfolio currency risk, though the Fund does not employ
forwards for this purpose at the present time.
Forward foreign currency contracts are valued at the forward rate and are
marked-to-market daily. The change in market value is recorded by the Fund as
an unrealized gain or loss. When the contract is closed, the Fund records a
realized gain or loss equal to the difference between the value of the
contract at the time it was opened and the value at the time it was closed.
The use of forward foreign currency contracts does not eliminate fluctuations
in the underlying prices of the Fund's investment securities, but it does
establish a rate of exchange that can be achieved in the future. Although
forward foreign currency contracts limit the risk of loss due to a decline in
the value of the hedged currency, they also limit any potential gain that
might result should the value of the currency increase. In addition, the Fund
could be exposed to risks if the counterparties to the contracts are unable
to meet the terms of their contracts.
(D) FOREIGN CURRENCY
The books and records of the Fund are maintained in United States (U.S.)
dollars. Foreign currencies, investments and other assets and liabilities are
translated into U.S. dollars at the exchange rates prevailing at the end of
the period, and purchases and sales of investment securities, income and
expenses are translated on the respective dates
26
................................................................................
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
................................................................................
of such transactions. Unrealized gains and losses which result from changes
in foreign currency exchange rates have been included in the unrealized
appreciation/(depreciation) of investments and net other assets. Net realized
foreign currency gains and losses resulting from changes in exchange rates
include foreign currency gains and losses between trade date and settlement
date on investment securities transactions, foreign currency transactions and
the difference between the amounts of interest and dividends recorded on the
books of the Fund and the amount actually received. The portion of foreign
currency gains and losses related to fluctuation in exchange rates between
the initial purchase trade date and subsequent sale trade date is included in
realized gains and losses on investment securities sold.
(E) OPTION CONTRACTS
The Fund may enter into option transactions. The Fund generally purchases put
options or writes covered call options to hedge against adverse movements in
the value of the portfolio holdings. When the Fund purchases a put option or
a call option, the premium paid is recorded as an investment, the value of
which is marked-to-market daily. When a purchased option expires, the Fund
will realize a loss in the amount of the cost of the option. When the Fund
enters into a closing sale transaction, the Fund will realize a gain or loss
depending on whether the sales proceeds from the closing sale transaction are
greater or less than the cost of the option. When the Fund exercises a put
option, it will realize a gain or loss from the sale of the underlying
security based on the proceeds from such sale which will be decreased by the
premium originally paid. When the Fund exercises a call option, the cost of
the security which the Fund purchases upon exercise will be increased by the
premium originally paid.
When the Fund writes a call option or a put option, an amount equal to the
premium received by the Fund is recorded as a liability, the value of which
is marked-to-market daily. When a written option expires, the Fund realizes a
gain equal to the amount of the premium received. When the Fund enters into a
closing purchase transaction, the Fund realizes a gain (or loss) if the cost
of the closing purchase transaction is less than (exceeds) the premium
received when the option was written, without regard to any unrealized gain
or loss on the underlying security, and the liability related to such option
is eliminated. When a call option is exercised, the Fund realizes a gain or
loss from the sale of the underlying security based on the proceeds from such
sale which are increased by the premium originally received. When a put
option is exercised, the amount of the premium originally received will
reduce the cost of the security which the Fund purchased upon exercise.
The risk associated with purchasing options is limited to the premium
originally paid. The risk in writing a call option is that the Fund may
forego the opportunity of profit if the market price of the underlying
security increases and the option is exercised. The risk in writing a put
option is that the Fund may incur a loss if the market price of the
underlying security decreases and the option is exercised. In addition, there
is the risk
27
................................................................................
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
................................................................................
the Fund may not be able to enter into a closing transaction because of an
illiquid secondary market.
(F) EXPENSE ALLOCATION
Expenses of the Fund not directly attributable to the operations of any class
of shares are prorated among the classes based upon the relative average
daily net assets of each class. Distribution expense is directly attributable
to a particular class of shares and is charged only to that class'
operations.
(G) SECURITIES TRANSACTIONS AND INVESTMENT INCOME
Securities transactions are recorded as of the trade date. Dividend income is
recorded on the ex-dividend date. Interest income is recorded on the accrual
basis. Realized gains or losses on sales of investments are determined on the
basis of identified cost. Investment income and realized gains and losses are
allocated based upon relative net assets of each class of shares.
(H) DISTRIBUTIONS TO SHAREHOLDERS
Distributions from net investment income, if any, of the Fund are determined
on a class level and are declared and paid four times yearly. The Fund
distributes any net realized capital gains on a Fund level annually.
Distribution to shareholders are recorded on the ex-dividend date. Additional
distributions of net investment income and capital gains for the Fund may be
made at the discretion of the Board of Trustees in order to avoid the 4%
nondeductible Federal excise tax. Income distributions and capital gain
distributions on a Fund level are determined in accordance with income tax
regulations which may differ from generally accepted accounting principles.
These differences are primarily due to differing treatments of income and
gains on various investment securities held by the Fund, timing differences
and differing characterization of distributions made by the Fund as a whole.
Permanent differences incurred during the Fund's fiscal year resulting from
different book and tax accounting for foreign currency have been reclassified
to undistributed net investment income at year-end.
(I) FEDERAL TAXES
It is the Fund's policy to qualify as a regulated investment company, if such
qualification is in the best interest of its shareholders, by complying with
the requirements of the Internal Revenue Code applicable to regulated
investment companies and by distributing all of its taxable income to its
shareholders. Therefore, no Federal income tax provision is required.
2. INVESTMENT MANAGEMENT FEE, TRUSTEES' FEES AND OTHER RELATED PARTY
TRANSACTIONS
Effective as of October 17, 1994, the Trust's investment management agreement
with Mellon Bank, N.A. ("Mellon Bank") was transferred to The Dreyfus
Corporation (the "Manager"), a wholly-owned subsidiary of Mellon Bank. The
Manager provides, or
28
................................................................................
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
................................................................................
arranges for one or more third parties to provide, investment advisory,
administrative, custody, fund accounting and transfer agency services to the
Trust. The Manager also directs the investments of the Fund in accordance
with its investment objective, policies and limitations. For these services,
the Fund is contractually obligated to pay the Manager a fee, calculated
daily and paid monthly, at the annual rate of 0.90% of the value of the
Fund's average daily net assets. The Manager has voluntarily agreed to waive
this fee to 0.88% of the Fund's average daily net assets excluding certain
fees outlined below. For the year ended December 31, 1994, the Manager waived
$59,679. Out of its fee, the Manager pays all of the expenses of the Fund
except brokerage fees, taxes, interest, Rule 12b-1 distribution fees and
expenses, fees and expenses of non-interested Trustees (including counsel
fees) and extraordinary expenses. In addition, the Manager is required to
reduce its fee in an amount equal to the Fund's allocable portion of fees and
expenses of the non-interested Trustees (including counsel).
For the period from April 4, 1994 to October 16, 1994, Mellon Bank served as
the Trust's investment manager pursuant to the investment management
agreement described above. Prior to April 4, 1994, the Trust had an
investment advisory agreement under which the Fund paid The Boston Company
Advisors Inc., a wholly-owned subsidiary of Mellon Bank, a monthly fee at the
annual rate of 0.75% of the value of its average daily net assets.
Prior to April 4, 1994, the Trust had individual contracts, which contained
specific fee provisions, with Boston Safe Deposit and Trust Company, a
wholly-owned subsidiary of Mellon Bank, and The Shareholder Services Group,
Inc. to provide custody and transfer agent services, respectively, to the
Fund. Effective April 4, 1994, the payment of fees for custody, accounting
and transfer agent services are covered by the investment management
agreement described above.
Operating expenses directly attributable to a particular class of shares are
charged only to that class' operations. In addition to the distribution fees,
gross class-specific operating expenses include transfer agent fees. For the
year ended December 31, 1994, the Investor and Institutional shares incurred
transfer agent fees of $90,388 and $19,767, respectively.
For the period from April 4, 1994 to September 23, 1994, Frank Russell
Investment Management Company (the "Administrator") served as the Fund's
administrator and provided, pursuant to an administration agreement, various
administrative and corporate secretarial services to the Fund. For the period
from April 4, 1994 to September 23, 1994, Mellon Bank, as investment manager,
paid the Administrator's fee out of the management fee described above.
Prior to October 17, 1994, the Trust had a contract with Funds Distributor,
Inc. to serve as distributor of the Trust's shares. Effective as of October
17, 1994, Premier Mutual Fund Services, Inc. ("Premier") serves as the
Trust's distributor. Premier also serves as
29
................................................................................
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
................................................................................
the Trust's sub-administrator and, pursuant to a sub-administration agreement
with the Manager, provides various administrative and corporate secretarial
services to the Trust.
No officer or employee of Premier (or of any parent, subsidiary or affiliate
thereof) receives any compensation from The Dreyfus/Laurel Funds, Inc., The
Dreyfus/Laurel Funds Trust, The Dreyfus/Laurel Tax-Free Municipal Funds or
The Dreyfus/Laurel Investment Series (collectively, "The Dreyfus/Laurel
Funds") for serving as an officer or Director or Trustee of The
Dreyfus/Laurel Funds. In addition, no officer or employee of the Manager (or
of any parent, subsidiary or affiliate thereof) serves as an officer or
Director or Trustee of The Dreyfus/Laurel Funds. The Dreyfus/Laurel Funds
pays each Director or Trustee who is not an officer or employee of Premier
(or of any parent, subsidiary or affiliate thereof) or of the Manager,
$27,000 per annum, $1,000 for each Board meeting attended and $750 for each
Audit Committee meeting attended, and reimburses each Director or Trustee for
travel and out-of-pocket expenses.
3. DISTRIBUTION PLAN
The Fund has adopted a distribution plan (the "Plan") pursuant to Rule 12b-1
under the 1940 Act relating to Investor Shares and Institutional Class
Shares. Under the Plan, the Fund may pay annually up to .25% of the value of
the average daily net assets attributable to its Investor Shares and up to
.15% of the value of the average daily net assets attributable to its
Institutional Class Shares to compensate Premier and, in the case of Investor
Shares, Dreyfus Service Corporation, an affiliate of the Manager, for
shareholder servicing activities and to compensate Premier for activities and
expenses primarily intended to result in the sale of the respective class of
shares. The Class R Shares bear no distribution fee.
Under its terms, the Plan shall remain in effect from year to year, provide
such continuance is approved annually by a vote of a majority of the Trustees
and a majority of the Trustees who are not "interested person" of the Trust
and who have no direct or indirect financial interest in the operation of the
Plan or in any agreement related to the Plan.
4. SECURITIES TRANSACTIONS
Cost of purchases and proceeds from sales of securities, excluding short-term
investments and U.S. government securities, for the year ended December 31,
1994 were $283,296,505 and $319,678,994, respectively.
At December 31, 1994, aggregate gross unrealized appreciation for all
securities in which there is an excess of value over tax cost and aggregate
gross unrealized depreciation for all securities in which there is an excess
of tax cost over value were $27,092,133 and $19,363,922, respectively.
30
................................................................................
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
................................................................................
5. SHARES OF BENEFICIAL INTEREST
The Trust has the authority to issue an unlimited number of shares of
beneficial interest of four separate investment portfolios, without par
value. The Fund offers three classes of shares.
<TABLE>
- -----------------------------------------------------------------------------------------
DREYFUS CORE VALUE FUND
- -----------------------------------------------------------------------------------------
<CAPTION>
YEAR ENDED YEAR ENDED
December 31, 1994 December 31, 1993
SHARES AMOUNT SHARES AMOUNT
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INVESTOR SHARES (formerly
Retail Class):
Sold 1,267,535 $ 35,429,803 2,612,825 $ 69,890,338
Issued as reinvestment of
dividends and
distributions 1,410,642 35,673,508 711,080 19,588,430
Redeemed (2,315,216) (64,780,077) (4,117,152) (112,112,729)
Exchanged for Institutional
shares -- -- (3,249,249) (84,350,540)
---------- ------------ ---------- -------------
Net increase/(decrease) 362,961 $ 6,323,234 (4,042,496) $(106,984,501)
=========== ============ ========== =============
- -----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED PERIOD ENDED
December 31, 1994 December 31, 1993*
SHARES AMOUNT SHARES AMOUNT
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INSTITUTIONAL SHARES:
Sold 12,106,152 $ 342,392,264 21,699,736 $ 604,517,957
Issued as reinvestment
of dividends and
distributions 295,150 7,485,142 182,512 5,032,162
Issued in exchange for
Retail shares -- -- 3,249,249 84,350,504
Redeemed (12,845,855) (362,837,656) (22,266,704) (620,210,034)
----------- ------------- ----------- -------------
Net increase/(decrease) (444,553) $ (12,960,250) 2,864,793 $ 73,690,589
=========== ============= =========== =============
- -----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PERIOD ENDED
December 31, 1994**
SHARES AMOUNT
- -------------------------------------------------------------------------------
<S> <C> <C>
CLASS R SHARES (formerly Trust Shares):
Sold 63,627 $1,806,424
Issued as reinvestment of dividends and
distributions 4,890 123,153
Redeemed (24,929) (665,997)
------- ----------
Net increase 43,588 $1,263,580
======= ==========
- -------------------------------------------------------------------------------
<FN>
* The Fund commenced selling Institutional shares on February 1, 1993. Any
shares outstanding prior to February 1, 1993 were designated the Retail
Class (now Investor shares).
** The Fund commenced selling Trust shares on April 4, 1994. Effective
October 17, 1994 the Trust shares were reclassified as Class R shares.
</TABLE>
31
................................................................................
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
................................................................................
6. FOREIGN SECURITIES
The Fund may purchase securities of foreign issuers. Investing in securities
of foreign companies and foreign governments involves special risks and
considerations not typically associated with investing in securities of U.S.
companies and the U.S. government. These risks include revaluation of
currencies and future adverse political and economic developments. Moreover,
securities of many foreign companies and foreign governments and their
markets may be less liquid and their prices more volatile than those of
securities of comparable U.S. companies and the U.S. government.
7. LINE OF CREDIT
The Fund and several affiliated entities participate in a $20 million line of
credit provided by Bank of America (formerly Continental Bank N.A.) under a
Line of Credit Agreement (the "Agreement") dated March 31, 1992, primarily
for temporary or emergency purposes, including the meeting of redemption
requests that otherwise might require the untimely disposition of securities.
Under the Agreement, the Fund may borrow up to the amount specified in its
Borrowing Base Certificate. Interest is payable either at the bank's Money
Market Rate or the London Interbank Offered Rate (LIBOR) plus .375% on an
annualized basis. The Fund and the other affiliated entities are charged an
aggregate commitment fee of $50,000, which is allocated equally among each of
the participants. The Agreement requires, among other provisions, each
participating fund to maintain a ratio of net assets (not including funds
borrowed pursuant to the Agreement) to aggregate amount of indebtedness
pursuant to the Agreement of no less than 4 to 1. During the year ended
December 31, 1994, the Fund did not borrow under the Agreement.
32
................................................................................
<PAGE>
INDEPENDENT AUDITORS' REPORT
................................................................................
[KMPG LOGO]
The Board of Trustees and Shareholders
The Dreyfus/Laurel Funds Trust
We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments of the Dreyfus Core Value Fund
(formerly the Capital Appreciation Fund) of The Dreyfus/Laurel Funds Trust
(formerly The Boston Company Fund) as of December 31, 1994, and the related
statement of operations and statement of changes in net assets for the year
then ended and financial highlights for the year then ended for Investor
Class and Institutional Class shares and for the period from August 4, 1994
(date of initial public investment) to December 31, 1994 for Class R shares.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audit. The
statement of changes in net assets for the year ended December 31, 1993 and
financial highlights for each of the years or periods in the nine-year period
ended December 31, 1993 were audited by other auditors whose report thereon,
dated February 14, 1994, expressed an unqualified opinion on that statement
and those financial highlights.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation
of securities owned as of December 31, 1994, by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of The
Dreyfus Core Value Fund of The Dreyfus/Laurel Funds Trust, as of December 31,
1994, the results of its operations, the changes in its net assets and the
financial highlights for the year or period then ended, in conformity with
generally accepted accounting principles.
KPMG Peat Marwick
LLP
Pittsburgh, Pennsylvania
February 17, 1995
THE DREYFUS/LAUREL FUNDS TRUST
(formerly The Laurel Funds Trust)
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A:
Financial Highlights for each of the periods
indicated therein.
Included in Part B: The following financial
statements for the period ended December 31, 1995 are incorporated by
reference to the Registrant's Annual Report to Shareholders filed on March
3, 1995:
- Reports of Independent Accountants.
- Portfolio of Investments.
- Statement of Assets and Liabilities.
- Statement of Operations.
- Statements of Changes in Net Assets.
- Notes to Financial Statements.
(b) Exhibits:
1(a) Second Amended and Restated Agreement and
Declaration of Trust. Incorporated by reference
to Post-Effective Amendment No. 87.
1(b) Amendment No. 1 to Registrant's Second Amended
and Restated Agreement and Declaration of Trust
filed on February 7, 1994. Incorporated by
reference to Post-Effective Amendment No. 90.
1(c) Amendment No. 2 to Registrant's Second Amended
and Restated Agreement and Declaration of Trust
filed on March 31, 1994. Incorporated by
reference to Post-Effective Amendment No. 90.
1(d) Amendment No. 3 to Registrant's Second Amended
and Restated Agreement and Declaration of Trust.
Incorporated by reference to Post-Effective
Amendment No. 93 filed on December 13, 1994.
1(e) Amendment No. 4 to Registrant's Second Amended
and Restated Agreement and Declaration.
Incorporated by reference to Post-Effective
Amendment No. 93.
2 Amended and Restated By-Laws. Incorporated by
reference to Post-Effective Amendment No. 75.
3 Not Applicable.
4 Specimen security. To be filed by Amendment.
5(a) Investment Management Agreement between the
Registrant and Mellon Bank, N.A., dated April 4,
1994. Incorporated by reference to Post-
Effective Amendment No. 90.
5(b) Assignment Agreement among the Registrant, Mellon
Bank, N.A. and The Dreyfus Corporation, dated as
of October 17, 1994, (relating to Investment
Management Agreement dated April 4, 1994).
Incorporated by reference to Post-Effective
Amendment No. 93 filed on December 13, 1994.
6 Distribution Agreement between the Registrant and
Premier Mutual Fund Services, Inc., dated as of
October 17, 1994. Incorporated by reference to
Post-Effective Amendment No. 93 filed on December
13, 1994.
7 Not applicable.
8(a) Custody and Fund Accounting Agreement between the
Registrant and Mellon Bank, N.A., dated April 4,
1994. Incorporated by reference to Post-
Effective Amendment No. 90.
8(b) Amendment to Custody and Fund Accounting
Agreement, dated August 1, 1994. Incorporated by
reference to Post-Effective Amendment No. 93
filed on December 13, 1994.
9(a) Transfer Agent Agreement between the Registrant
and Boston Safe Deposit and Trust Company
(currently known as The Shareholder Services
Group, Inc.) Incorporated by reference to Post-
Effective Amendment No. 62.
9(b) Supplement to Transfer Agent Agreement for the
Registrant, dated June 1, 1989. Incorporated by
reference to Post-Effective Amendment No. 78.
9(c) Supplement to Transfer Agent Agreement for the
Registrant, dated April 4, 1994. Incorporated by
reference to Post-Effective Amendment No. 93
filed on December 13, 1994.
10 Opinion of counsel is incorporated by reference
to the Registration Statement and to Post-
Effective Amendment No. 93 filed on December 13,
1994. Consent of counsel is filed herewith.
11(a) Consent of KPMG Peat Marwick LLP. Filed
herewith.
11(b) Consent of Coopers & Lybrand LLP. Filed
herewith.
12 Not Applicable.
13 Not Applicable.
14 Not applicable.
15(a) Restated Distribution Plan (relating to Investor
Shares and Class A Shares). Incorporated by
reference to Post-Effective Amendment No. 93
filed on December 13, 1994.
15(b) Form of Distribution and Service Plans (relating
to Class B Shares and Class C Shares). Filed
herewith.
16 Performance Information is incorporated by
reference to Post-Effective Amendment No. 76.
Other Exhibits
--------------
(a) Powers of attorney of the Trustees and Officers dated
April 5, 1995.
Item 25. Persons Controlled By or Under Common Control with
Registrant
Not Applicable.
Item 26. Number of Holders of Securities
Set forth below are the number of recordholders of securities of
Dreyfus Core Value Fund as of March 31, 1995.
Number of Record Holders
Title of Class
Investor Class R Institutional
Class
Dreyfus Core Value 20,107 14 1,657
Fund
Item 27. Indemnification
Under a provision of the Registrant's Second Amended and Restated
Agreement and Declaration of Trust (the "Declaration of Trust"), any past
or present Trustee or officer of the Registrant is indemnified to the
fullest extent permitted by law against liability and all expenses
reasonably incurred by him/her in connection with any action, suit or
proceeding to which he/she may be a party or otherwise involved by reason
of his/her being or having been a Trustee or officer of the Registrant.
This provision does not authorize indemnification against any liability to
the Registrant or its shareholders to which such Trustee or officer would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of his/her duties. Moreover, this
provision does not authorize indemnification where such Trustee or officer
is finally adjudicated not to have acted in good faith in the reasonable
belief that his/her actions were in or not opposed to the best interests
of the Registrant. Expenses may be paid by the Registrant in advance of
the final disposition of any action, suit or proceeding upon receipt of an
undertaking by such Trustee or officer to repay such expenses to the
Registrant if it is ultimately determined that indemnification of such
expenses is not authorized under the Declaration of Trust.
Item 28(a). Business and Other Connections of Investment Adviser
Investment Adviser -- The Dreyfus Corporation
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business consists
primarily of providing investment management services as the investment
adviser, manager and distributor for sponsored investment companies
registered under the Investment Company Act of 1940 and as an investment
adviser to institutional and individual accounts. Dreyfus also serves as
sub-investment adviser to and/or administrator of other investment
companies. Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, serves primarily as a registered broker-dealer of shares of
investment companies sponsored by Dreyfus and of other investment
companies for which Dreyfus acts as investment adviser, sub-investment
adviser or administrator. Dreyfus Management, Inc., another wholly-owned
subsidiary, provides investment management services to various pension
plans, institutions and individuals.
Officers and Directors of Investment Adviser
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
MANDELL L. BERMAN Real estate consultant and private investor
Director
29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034
Past Chairman of the Board of Trustees of
Skillman Foundation.
Member of The Board of Vintners Intl.
FRANK V. CAHOUET Chairman of the Board, President and Chief
Director Executive Officer:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 9103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director
535 Madison Avenue
New York, New York 10022;
Director and member of the Executive Committee of
Avnet, Inc.**
Lawrence M. Greene Director:
Director Dreyfus America Fund
DAVID B. TRUMAN Educational consultant;
Director
Past President of the Russell Sage Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount Holyoke College
South Hadley, Massachusetts 01075;
Former Director:
Student Loan Marketing Association
1055 Thomas Jefferson Street, N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board:
Chairman of the
Board and Chief Dreyfus Acquisition Corporation*;
Executive Officer
The Dreyfus Consumer Credit Corporation*;
Dreyfus Land Development Corporation*;
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
Dreyfus Management, Inc.*;
Dreyfus Service Corporation;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
Director:
Avnet, Inc.**;
Dreyfus America Fund++++
The Dreyfus Fund International Limited+++++
World Balanced Fund+++
Dreyfus Partnership Management, Inc.*;
Dreyfus Personal Management, Inc. *;
Dreyfus Precious Metals, Inc.*;
Dreyfus Realty Advisors, Inc.+++;
Dreyfus Service Organization, Inc.*;
The Dreyfus Trust Company++;
Seven Six Seven Agency, Inc.*;
Trustee:
Corporate Property Investors
New York, New York;
JULIAN M. SMERLING None
Director
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
Robert E. Riley Director:
President, Chief Dreyfus Service Corporation
Operating Officer
and Director
W. KEITH SMITH Chairman and Chief Executive Officer:
Vice Chairman of
the Board The Boston Company
One Boston Place
Boston, Massachusetts 02108
Vice Chairman of the Board:
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
LAWRENCE S. KASH Chairman, President and Chief Executive Officer:
Vice Chairman,
Distribution The Boston Advisers, Inc.
and a Director 53 State Street
Exchange Place
Boston, Massachusetts 02109
President:
The Boston Company
One Boston Place
Boston, Massachusetts 02108;
Laurel Capital Advisors
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Boston Group Holdings, Inc.
Executive Vice President
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Boston Safe Deposit & Trust
One Boston Place
Boston, Massachusetts 02108
PAUL H. SNYDER Director:
Vice President and
Chief Financial Pennsylvania Economy League
Officer Philadelphia, Pennsylvania;
Children's Crisis Treatment Center
Philadelphia, Pennsylvania;
Director and Vice President:
Financial Executives Institute
Philadelphia Chapter
Philadelphia, Pennsylvania;
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
BARBARA E. CASEY President:
Vice President,
Retirement Services Dreyfus Retirement Services;
Executive Vice President:
Boston Safe Deposit & Trust Co.
One Boston Place
Boston, Massachusetts 02108;
DIANE M. COFFEY None
Vice President,
Corporate
Communications
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
Henry D. Gottman Executive Vice President
Vice President-Retal Dreyfus Service Corporation
Sales and Service Vice President:
Dreyfsu Precious Metals
ELIE M. GENADRY President:
Vice President,
Institutioanl Sales
Institutional Services Division of Dreyfus
Service Corporation*;
Broker-Dealer Division of Dreyfus Service
Corporation*:
Group Retirement Plans Division of Dreyfus
Service Corporation;
Executive Vice President:
Dreyfus Service Corporation *:
Dreyfus Service Organization, Inc.*;
Vice President:
The Dreyfus Trust Company++;
Vice President-Sales:
The Dreyfus Trust Company (N.J.)++;
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
DANIEL C. MACLEAN Director, Vice President and Secretary:
Vice President and
General Counsel Dreyfus Previous Metals, Inc.*;
Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company (N.J.)++;
Director and Secretary:
Dreyfus Partnership Management, Inc.*;
Major Trading Corporation *;
The Truepenny Corporation+;
Director:
The Dreyfus Trust Company++;
Secretary:
Seven Six Seven Agency, Inc.*;
JEFFREY N. NACHMAN None
Vice President,
Mutual Fund Accounting
PHILIP L. TOIA Chairman of the Board and Vice President;
Vice Chairman,
Operations and Dreyfus Thrift & Commerce****;
Administration
Director:
The Dreyfus Security Savings Bank F.S.B.+;
Senior Loan Officer and Director:
The Dreyfus Trust Company++;
Vice President:
The Dreyfus Consumer Credit Corporation*;
President and Director:
Dreyfus Personal Management, Inc.*;
Director:
Dreyfus Realty Advisors, Inc.+++;
Formerly, Senior Vice President:
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
The Chase Manhattan Bank, N.A. and The Chase
Manhattan Capital Markets Corporation
One Chase Manhattan Plaza
New York, New York 10081
KATHERINE C. Formerly, Assistant Commissioner:
WICKHAM Department of Parks and Recreation of the City of
Vice President, New York
Human Resources 830 Fifth Avenue
New York, New York 10022
MAURICE BENDRIHEM Treasurer:
Controller
Dreyfus Partnership Management, Inc.*;
Dreyfus Service Organization, Inc.*;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
The Dreyfus Consumer Credit Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals*
Formerly, Vice President-Financial Planning,
Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
MARK N. JACOBS Secretary:
Vice President,
Fund Legal and The Dreyfus Consumer Credit Corporation*;
Compliance, and
Secretary Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.*;
Major Trading Corporation*;
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
The Truepenny Corporation*
___________________________
* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
*** The address of the business so indicated is 45 Broadway, New
York, New York 10006.
**** The address of the business so indicated is Five Triad Center,
Salt Lake City, Utah 84180.
+ The address of the business so indicated is Atrium Building, 80
Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One Rockefeller
Plaza, New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard Royal,
Luxembourg.
+++++ The address of the business so indicated is Nassau, Bahama
Islands.
Item 29. Principal Underwriter
(a) Premier Mutual Fund Services, Inc. ("Premier") currently
serves as the distributor for The Dreyfus/Laurel Funds Trust. Premier is
registered with the Securities and Exchange Commission as a broker-dealer
and is a member of National Association of Securities Dealers, Inc.
Premier is a wholly-owned subsidiary of Institutional Administration
Services, Inc., the parent company of which is Boston Institutional Group,
Inc.
Premier also currently serves as the exclusive distributor or principal
underwriter for the following investment companies:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Fund, Inc.
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) Dreyfus Focus Funds, Inc.
22) The Dreyfus Fund Incorporated
23) Dreyfus Global Bond Fund, Inc.
24) Dreyfus Global Growth, L.P. (A Strategic Fund)
25) Dreyfus Global Investing, Inc.
26) Dreyfus GNMA Fund, Inc.
27) Dreyfus Government Cash Management
28) Dreyfus Growth and Income Fund, Inc.
29) Dreyfus Growth Opportunity Fund, Inc.
30) Dreyfus Institutional Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Equity Fund, Inc.
35) Dreyfus Investors GNMA Fund
36) The Dreyfus Leverage Fund, Inc.
37) Dreyfus Life and Annuity Index Fund, Inc.
38) Dreyfus Liquid Assets, Inc.
39) Dreyfus Massachusetts Intermediate Municipal Bond Fund
40) Dreyfus Massachusetts Municipal Money Market Fund
41) Dreyfus Massachusetts Tax Exempt Bond Fund
42) Dreyfus Michigan Municipal Money Market Fund, Inc.
43) Dreyfus Money Market Instruments, Inc.
44) Dreyfus Municipal Bond Fund, Inc.
45) Dreyfus Municipal Cash Management Plus
46) Dreyfus Municipal Money Market Fund, Inc.
47) Dreyfus New Jersey Intermediate Municipal Bond Fund
48) Dreyfus New Jersey Municipal Bond Fund, Inc.
49) Dreyfus New Jersey Municipal Money Market Fund, Inc.
50) Dreyfus New Leaders Fund, Inc.
51) Dreyfus New York Insured Tax Exempt Bond Fund
52) Dreyfus New York Municipal Cash Management
53) Dreyfus New York Tax Exempt Bond Fund, Inc.
54) Dreyfus New York Tax Exempt Intermediate Bond Fund
55) Dreyfus New York Tax Exempt Money Market Fund
56) Dreyfus Ohio Municipal Money Market Fund, Inc.
57) Dreyfus 100% U.S. Treasury Intermediate Term Fund
58) Dreyfus 100% U.S. Treasury Long Term Fund
59) Dreyfus 100% U.S. Treasury Money Market Fund
60) Dreyfus 100% U.S. Treasury Short Term Fund
61) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
62) Dreyfus Short-Intermediate Government Fund
63) Dreyfus Short-Intermediate Municipal Bond Fund
64) Dreyfus Short-Term Income Fund, Inc.
65) The Dreyfus Socially Responsible Growth Fund, Inc.
66) Dreyfus Strategic Growth, L.P.
67) Dreyfus Strategic Income
68) Dreyfus Strategic Investing
69) Dreyfus Tax Exempt Cash Management
70) Dreyfus Treasury Cash Management
71) Dreyfus Treasury Prime Cash Management
72) Dreyfus Variable Investment Fund
73) Dreyfus-Wilshire Target Funds, Inc.
74) Dreyfus Worldwide Dollar Money Market Fund, Inc.
75) First Prairie Cash Management
76) First Prairie Diversified Asset Fund
77) First Prairie Money Market Fund
78) First Prairie Municipal Money Market Fund
79) First Prairie Tax Exempt Bond Fund, Inc.
80) First Prairie U.S. Government Income Fund
81) First Prairie U.S. Treasury Securities Cash Management
82) General California Municipal Bond Fund, Inc.
83) General California Municipal Money Market Fund
84) General Government Securities Money Market Fund, Inc.
85) General Money Market Fund, Inc.
86) General Municipal Bond Fund, Inc.
87) General Municipal Money Market Fund, Inc.
88) General New York Municipal Bond Fund, Inc.
89) General New York Municipal Money Market Fund
90) Pacific American Fund
91) Peoples Index Fund, Inc.
92) Peoples S&P MidCap Index Fund, Inc.
93) Premier Insured Municipal Bond Fund
94) Premier California Municipal Bond Fund
95) Premier GNMA Fund
96) Premier Growth Fund, Inc.
97) Premier Municipal Bond Fund
98) Premier New York Municipal Bond Fund
99) Premier State Municipal Bond Fund
100) The Dreyfus/Laurel Funds, Inc.
101) The Dreyfus/Laurel Tax-Free Municipal Funds
102) The Dreyfus/Laurel Investment Series
(b) The names of the principal executive officers of Premier
together with their respective positions with Premier and their positions
and offices with the Registrant, are set forth below.
Name and Address Position and Office(s) Position and
with Premier Office(s) with
Registrant
Marie E. Connolly* Director, President & President & Treasurer
Chief Operating
Officer
John E. Pelletier* Senior Vice President Vice President &
& General Counsel Secretary
Joseph F. Tower, III* Senior Vice President Assistant Treasurer
& Chief Financial
Officer
John J. Pyburn** Vice President Assistant Treasurer
Jean M. O'Leary* Assistant Secretary N/A
Eric B. Fischman** Vice President & Vice President &
Associate General Assistant Secretary
Counsel
Frederic C. Dey** Senior Vice President Vice President &
Assistant Treasurer
Ruth D. Leibert** Assistant Vice Assistant Secretary
President
Paul D. Furcinito** Assistant Vice Assistant Secretary
President
*Address: Funds Distributor, Inc., Exchange Place, Boston, MA 02109.
**Address: Premier Mutual Fund Services, Inc., 200 Park Avenue, New York,
NY 10166.
Item 30. Location of Accounts and Records
(1) The Dreyfus/Laurel Funds Trust
144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144
(2) Mellon Bank, N.A.
c/o The Boston Company Advisers, Inc.
4th Floor
One Exchange Place
Boston, MA 02109
(3) Mellon Bank, N.A.
c/o The Boston Company, Inc.
5th Floor
One Boston Place
Boston, MA 02108
(4) Mellon Bank, N.A.
The Park Square Building
31 St. James Avenue
Boston, MA 02116
(5) The Shareholder Services Group, Inc.
1 American Express Plaza
Providence, RI 02903
(6) Mellon Bank, N.A.
One Mellon Bank Center
39th Floor
Pittsburgh, PA 15258
(7) The Dreyfus Corporation
200 Park Avenue
New York, NY 10166
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) Not applicable.
(b) Not applicable.
(c) Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, the
Registrant, The Dreyfus/Laurel Funds Trust (formerly The Laurel Funds
Trust), certifies that it meets all of the requirements for effectiveness
of this Amendment to its 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, all in the City of Boston, the Commonwealth of
Massachusetts on the 7th day of April, 1995.
THE DREYFUS/LAUREL FUNDS
TRUST
/s/Marie E. Connolly*
_____________________________
Marie E. Connolly
President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to the Registration Statement has been signed
below by the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/Marie E. Connolly*
___________________________ President, Treasurer 4/7/95
Marie E. Connolly
/s/Ruth Marie Adams*
_________________________ Trustee 4/7/95
Ruth Marie Adams
/s/Joseph S. DiMartino Trustee 4/7/95
_________________________
Joseph S. DiMartino
/s/James M. Fitzgibbons*
________________________ Trustee 4/7/95
James M. Fitzgibbons
/s/Kenneth A. Himmel*
________________________ Trustee 4/7/95
Kenneth A. Himmel
/s/Stephen J. Lockwood*
________________________ Trustee 4/7/95
Stephen J. Lockwood
/s/Roslyn M. Watson*
________________________ Trustee 4/7/95
Roslyn M. Watson
/s/J. Tomlinson Fort*
________________________ Trustee 4/7/95
J. Tomlinson Fort
/s/Arthur L. Goeschel*
________________________ Trustee 4/7/95
Arthur L. Goeschel
/s/Arch S. Jeffery*
________________________ Trustee 4/7/95
Arch S. Jeffery
/s/Robert D. McBride*
________________________ Trustee 4/7/95
Robert D. McBride
/s/John L. Propst*
________________________ Trustee 4/7/95
John L. Propst
/s/John J. Sciullo*
________________________ Trustee 4/7/95
John J. Sciullo
*By: /s/Eric B. Fischman
--------------------
Eric B. Fischman
Attorney-in-Fact
April 7, 1995
The Dreyfus/Laurel Funds Trust
200 Park Avenue - 55th Floor
New York, New York 10166
Dear Sir or Madam:
In connection with the filing of Post-Effective Amendment No.
94 to the Registration Statement on Form N-1A (File No. 33-43846)
of The Dreyfus/Laurel Funds Trust which you are about to file with
the Securities and Exchange Commission, we hereby consent to the
reference to our firm as "Legal Counsel" in the Statements of
Additional Information incorporated by reference into the
Prospectuses.
Sincerely yours,
Thomas M. Leahey
Independent Auditors' Consent
To the Board of Directors and Shareholders of
The Dreyfus/Laurel Funds Trust:
We consent to the use of our reports dated February 17, 1995,
included herein and to the references to our firm under the
headings "Financial Highlights" and "Counsel and Auditors" in the
Prospectuses and Statement of Additional Information filed with the
Securities and Exchange Commission in this Post-Effective Amendment
No. 94 to the Registration Statement under the Securities Act of
1933 and in this Amendment No. 35 to the Registration Statement
under the Investment Company Act of 1940.
KPMG Peat Marwick LLP
Pittsburgh, Pennsylvania
April 6, 1995
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
The Dreyfus/Laurel Funds Trust
We hereby consent to the following with respect to Post-
Effective Amendment No. 94 to the Registration Statement (File No.
33-43846) on Form N-1A under the Securities Act of 1933, as
amended, of The Dreyfus/Laurel Funds Trust (formerly The Laurel
Funds Trust and previously The Boston Company Fund Trust):
1. The incorporation by reference of our report dated
February 14, 1994 accompanying the financial statements
of the Dreyfus Core Value Fund (a series of The
Dreyfus/Laurel Funds Trust) (formerly the Laurel Capital
Appreciation Fund and previously The Boston Company
Capital Appreciation Fund) for the year ended December
31, 1993 into the Statement of Additional Information.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
April 5, 1995
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Frederick C. Dey, Eric
B. Fischman, Ruth D. Leibert and John E. Pelletier and each of them, with
full power to act without the other, his or her true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments to
the Registration Statement for The Dreyfus/Laurel Funds Trust (including
post-effective amendments and amendments thereto), and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
/s/Ruth Marie Adams /s/Arch S. Jeffery
- ----------------------------- ----------------------------
Ruth Marie Adams, Trustee Arch S. Jeffery, Trustee
/s/Francis P. Brennan /s/Stephen J. Lockwood
- ----------------------------- ----------------------------
Francis P. Brennan, Trustee Stephen J. Lockwood, Trustee
/s/Joseph S. DiMartino /s/Robert D. McBride
- ----------------------------- ---------------------------
Joseph S. DiMartino, Trustee Robert D. McBride, Trustee
/s/James M. Fitzgibbons /s/John L. Propst
- ----------------------------- ---------------------------
James M. Fitzgibbons, Trustee John L. Propst, Trustee
/s/J. Tomlinson Fort /s/John J. Sciullo
- ----------------------------- ---------------------------
J. Tomlinson Fort, Trustee John J. Sciullo, Trustee
/s/Arthur L. Goeschel /s/Roslyn M. Watson
- ----------------------------- ---------------------------
Arthur L. Goeschel, Trustee Roslyn M. Watson, Trustee
/s/Kenneth A. Himmel
- -----------------------------
Kenneth A. Himmel, Trustee
Dated: April 5, 1995
POWER OF ATTORNEY
The undersigned, hereby constitutes and appoints Frederick C. Dey,
Eric B. Fischman, Ruth D. Leibert and John E. Pelletier and each of them,
with full power to act without the other, her true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for
her and in her name, place and stead, in any and all capacities (until
revoked in writing) to sign any and all amendments to the Registration
Statement for The Dreyfus/Laurel Funds Trust (including post-effective
amendments and amendments thereto), and to file the same, with
all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and
perform each and every act and thing ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
/s/Marie E. Connolly
- ----------------------------------------
Marie E. Connolly, President & Treasurer
Dated: April 5, 1995
