File No. 2-88816
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 13 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]
Amendment No. 13 [X]
(Check appropriate box or boxes.)
DREYFUS NEW LEADERS FUND, INC.
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) ( Z i p
Code)
Registrant's Telephone Number, including Area Code: (212)
922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check
appropriate box)
immediately upon filing pursuant to paragraph (b)
----
on (date) pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a) (i)
----
on April 28, 1995 pursuant to paragraph (a) (i)
----
75 days after filing pursuant to paragraph (a) (ii)
----
on (date) pursuant to paragraph (a) (ii) of
Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new
effective date for a
previously filed post-effective amendment.
----
Registrant has registered an indefinite number of shares of
its common
stock under the Securities Act of 1933 pursuant to Section 24(f)
of the Investment Company Act of 1940. Registrant's Rule 24f-2
Notice for the fiscal year ended December 31, 1994 will be filed
on February 28, 1995.
<PAGE>
DREYFUS NEW LEADERS FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
_________ _______ ____
1 Cover Page Cover
2 Synopsis 3
3 Condensed Financial Information 4
4 General Description of Registrant 5
5 Management of the Fund 10
5 (a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 22
7 Purchase of Securities Being Offered 11
8 Redemption or Repurchase 16
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
- ---------
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-22
13 Investment Objectives and Policies B-2
14 Management of the Fund B-11
15 Control Persons and Principal B-10
Holders of Securities
16 Investment Advisory and Other B-11
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
<PAGE>
DREYFUS NEW LEADERS FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ _____
17 Brokerage Allocation B-9
18 Capital Stock and Other Securities B-20
19 Purchase, Redemption and Pricing B-12, B-14,
of Securities Being Offered B-19
20 Tax Status *
21 Underwriters B-11
22 Calculations of Performance Data B-22
23 Financial Statements B-24
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-10
30 Location of Accounts and Records C-13
31 Management Services C-13
32 Undertakings C-13
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
<PAGE>
PROSPECTUS May 1, 1995
Dreyfus New Leaders Fund, Inc.
Dreyfus New Leaders Fund, Inc. (the "Fund") is an open-end,
diversified, management investment company, known as a mutual
fund. Its goal is to maximize capital appreciation. The Fund
invests principally in the common stocks of domestic and foreign
issuers.
You can purchase or redeem shares by telephone using Dreyfus
TeleTransfer.
In some cases, shareholders will be charged a 1% redemption
fee which will be deducted from redemption proceeds.
The Dreyfus Corporation professionally manages the Fund's
portfolio.
The Fund bears certain costs pursuant to a plan adopted in
accordance with Rule 12b-1 under the Investment Company Act of
1940.
This Prospectus sets forth concisely information about the
Fund that you should know before investing. It should be read
and retained for future reference.
The Statement of Additional Information, dated May 1, 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 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.
TABLE OF CONTENTS
Page
Fee Table 3
Condensed Financial Information 4
Description of the Fund 5
Management of the Fund 10
How to Buy Fund Shares 11
Shareholder Services 13
How to Redeem Fund Shares 16
Service Plan 19
Dividends, Distributions and Taxes 19
Performance Information 21
General Information 22
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
[This Page Intentionally Left Blank]
<PAGE>
Fee Table
Shareholder Transaction Expenses
Redemption Fee (as a percentage of amount redeemed) 1.00%
Annual Fund Operating Expenses
(as a percentage of average daily net assets)
Management Fees .75%
12b-1 Fees (distribution and servicing) .26%
Other Expenses .20%
Total Fund Operating Expenses 1.21%
Example 1 Year 3 Years 5 Years 10 Years
You would pay the following expenses on
a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the
end of each time period: $12 $38 $66 $147
The amounts listed in the example should not be considered as
representative of past or 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. The redemption fee is
charged upon any redemption or exchange of Fund shares occurring
within a six-month period following the issuance of such shares.
Long-term investors could pay more in 12b-1 fees than the
economic equivalent of paying a front-end sales charge. The
information in the foregoing table does not reflect any fee
waivers or expense reimbursement arrangements that may be in
effect or the proceeds from any redemption fee retained by the
Fund. Certain Service Agents (as defined below) may charge their
clients direct fees for effecting transactions in Fund shares;
such fees are not reflected in the foregoing table. See
"Management of the Fund," "How to Buy Fund Shares," "Service
Plan" and "How to Redeem Fund Shares."
<PAGE>
Condensed Financial Information
The information in the following table has been audited
by Ernst
& Young LLP, the Fund's independent auditors, whose report
thereon appears in the Statement of Additional Information.
Further financial data and related notes are included in the
Statement of Additional Information, available on request.
Financial Highlights
Contained below is per share operating performance data for
a share of common stock outstanding, total investment return,
ratios to average net assets and other supplemental data for
each year indicated. This information has been derived from the
Fund's financial statements.
<TABLE>
<CAPTION>
Year Ended December 31,
1985(1) 1986 1987 1988 1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Per Share Data:
Net asset value, beginning of year $13.50 $18.11 $20.36 $19.16 $23.41 $29.27 $24.25 $32.29 $32.17 $34.13
Investment Operations:
Investment income-net(2) .03 .08 .07 .22 .35 .45 .23 .14 .07 .10
Net realized and unrealized gain
(loss) on investments(2) 4.58 2.19 (1.10) 4.25 6.98 (3.92) 10.78 2.81 5.30 (.21)
Total from Investment Operations 4.61 2.27 (1.03) 4.47 7.33 (3.47) 11.01 2.95 5.37 (.11)
Distributions:
Dividends from investment
income-net .__ (.01) (.17) (.22) (.34) (.48) (.23) (.14) (.07) (.08)
Dividends in excess of
investment income-net .__ .__ .__ .__ .__ .__ .__ .__ .__ .__
Dividends from net realized
gain on investments .__ (.01) .__ .__ (1.01) (1.07) (2.74) (2.93) (3.34) (2.61)
Dividends from paid-in capital .__ .__ .__ .__ (.12) .__ .__ .__ .__ .__
Total Distributions .__ (.02) (.17) (.22) (1.47) (1.55) (2.97) (3.07) (3.41) (2.69)
Net asset value, end of year $18.11 $20.36 $19.16 $23.41 $29.27 $24.25 $32.29 $32.17 $34.13 $31.33
TOTAL INVESTMENT RETURN 34.15%(3) 12.51% (5.12%) 23.35% 31.29% (11.85%) 45.39% 9.43% 17.07% (.15%)
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets 1.46%(3) 1.30% 1.41% 1.50%(4) 1.37% 1.42% 1.29% 1.21% 1.22% 1.16%
Ratio of net investment income
to average net assets 1.55%(3) .66% .35% .90% 1.60% 1.31% .76% .43% .19% .30%
Decrease in above expense ratios due to
undertaking by The Dreyfus Corporation
and redemption fee .__ .__ .__ .__ .__ .__ .06% .04% .04% .05%
Portfolio Turnover Rate 80.85%(3) 195.42% 176.85% 120.02% 114.31% 129.11% 107.64% 119.45% 127.97% 94.21%
Net Assets, end of year
(000's Omitted) $5,066 $65,038 $79,763 $112,361 $195,971 $102,281 $194,007 $233,619 $338,967 $391,625
_______________
</TABLE>
(1) From January 29, 1985 (commencement of operations) to
December 31, 1985.
(2) Per share data for 1985, 1986 and 1987 has been restated for
comparative purposes.
(3) Not annualized.
(4) Net of expenses reimbursed.
Further information about the Fund's performance is
contained in
the Fund's annual report, which may be obtained without charge
by writing to the address or calling the number set forth on the
cover page of this Prospectus.
Description of the Fund
Investment Objective - The Fund's goal is to maximize capital
appreciation. The Fund's investment objective cannot be changed
without approval by the holders of a majority (as defined in the
Investment Company Act of 1940) of the Fund's outstanding voting
shares. There can be no assurance that the Fund's investment
objective will be achieved.
Management Policies - The Fund seeks out companies that The
Dreyfus Corporation believes have the potential for significant
growth. The Fund is particularly alert to companies which The
Dreyfus Corporation considers to be new leaders_that is,
emerging smaller-sized companies (typically with market
capitalizations of less than $750,000,000), both domestic and
foreign, which the Fund's management believes to be
characterized by new or innovative products, services or
processes which should enhance prospects for growth in future
earnings. The Fund also will make investments based on
prospective economic or political changes. Further, the Fund
will invest in special situations such as corporate
restructurings thereby seeking out under-valued securities.
During periods The Dreyfus Corporation judges to be of market
strength, the Fund acts aggressively to increase shareholders'
capital by investing principally in common stocks (some of which
may be dividend paying) of domestic and foreign issuers. In
periods of market weakness, the Fund may adopt a temporary
defensive posture to preserve shareholders' capital by investing
the Fund's assets in money market instruments such as U.S.
Government securities, certificates of deposit (including those
of London branches and Canadian subsidiaries of domestic banks),
time deposits, bankers' acceptances and other short-term debt
instruments, or investment grade corporate bonds, and by
entering into repurchase agreements. When the Fund has adopted a
temporary defensive posture, the entire portfolio can be so
invested.
The Fund may invest up to 25% of the value of its assets in
the
securities of foreign companies which are not publicly traded in
the United States and the debt securities of foreign
governments. By investing in foreign securities, including
foreign government securities sold at a discount, the Fund seeks
to further its objective of capital growth.
Investment Techniques
Short-Selling - The Fund may make short sales, which are
transactions in which the Fund sells a security it does not own
in anticipation of a decline in the market value of that
security. To complete such a transaction, the Fund must borrow
the security to make delivery to the buyer. The Fund then is
obligated to replace the security borrowed by purchasing it at
the market price at the time of replacement. The price at such
time may be more or less than the price at which the security
was sold by the Fund. The Fund will incur a loss as a result of
the short sale if the price of the security increases between
the date of the short sale and the date on which the Fund
replaces the borrowed security. The Fund will realize a gain if
the security declines in price between those dates.
The Fund may purchase call options to provide a hedge
against an
increase in the price of a security sold short by the Fund. When
the Fund purchases a call option it has to pay a premium to the
person writing the option and a commission to the broker selling
the option. If the option is exercised by the Fund, the premium
and the commission paid may be more than the amount of the
brokerage commission charged if the security were to be
purchased directly. See "Call and Put Options on Specific
Securities" below.
No securities will be sold short if, after effect is given
to
any such short sale, the total market value of all securities
sold short would exceed 25% of the value of the Fund's net
assets. The Fund may not sell short the securities of any single
issuer listed on a national securities exchange to the extent of
more than 5% of the value of the Fund's net assets. The Fund may
not sell short the securities of any class of an issuer to the
extent, at the time of the transaction, of more than 5% of the
outstanding securities of that class.
In addition to the short sales discussed above, the Fund may
make short sales "against the box," a transaction in which the
Fund enters into a short sale of a security which the Fund owns.
The Fund at no time will have more than 15% of the value of its
net assets in deposits on short sales against the box. It
currently is anticipated that the Fund will make short sales
against the box for purposes of protecting the value of the
Fund's net assets.
Call and Put Options on Specific Securities - The Fund may
invest up to 5% of its assets, represented by the premium paid,
in the purchase of call and put options in respect of specific
securities (or groups or "baskets" of specific securities). The
Fund may write covered call option contracts to the extent of
20% of the value of its net assets at the time such option
contracts are written. A call option gives the purchaser of the
option the right to buy, and obligates the writer to sell, the
underlying security at the exercise price at any time during
the option period. Conversely, a put option gives the purchaser
of the option the right to sell, and obligates the writer to
buy, the underlying security at the exercise price at any time
during the option period. A covered call option sold by the
Fund, which is a call option with respect to which the Fund owns
the underlying security, exposes the Fund during the term of the
option to possible loss of opportunity to realize appreciation
in the market price of the underlying security or to possible
continued holding of a security which might otherwise have been
sold to protect against depreciation in its market price. The
principal reason for writing covered call options is to realize,
through the receipt of premiums, a greater return than would be
realized on the Fund's portfolio securities alone.
To close out a position when writing covered options, the
Fund
may make a "closing purchase transaction" by purchasing an
option on the same security with the same exercise price and
expiration date as the option it has previously written. To
close out a position as a purchaser of an option, the Fund may
make a "closing sale transaction," which involves liquidating
the Fund's position by selling the option previously purchased.
The Fund will realize a profit or loss from a closing purchase
transaction depending upon the difference between the amount
paid to purchase an option and the amount received from the sale
thereof.
The Fund will purchase options only to the extent permitted
by
the policies of state securities authorities in states where
shares of the Fund are qualified for offer and sale.
Stock Index Options - The Fund may purchase call and put options
and write covered call options on stock indices listed on
national securities exchanges or traded in the over-the-counter
market. A stock index fluctuates with changes in the market
values of the stocks included in the index.
The effectiveness of purchasing or writing stock index
options
will depend upon the extent to which price movements in the
Fund's portfolio 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 indices, in an industry or
market segment, rather than movements in the price of a
particular stock. Accordingly, successful use by the Fund of
options on stock indices will be subject to The Dreyfus
Corporation's 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.
Foreign Currency Transactions - The Fund may engage in currency
exchange transactions to protect against uncertainty in the
level of future exchange rates in connection with hedging and
other non-speculative strategies involving specific settlement
transactions. The Fund will conduct its currency exchange
transactions either on a spot (i.e., cash) basis at the rate
prevailing in the currency exchange market, or through entering
into forward contracts to purchase or sell currencies. A forward
currency exchange contract involves an obligation to purchase or
sell a specific currency at a future date, which must be more
than two days from the date of the contract, at a price set at
the time of the contract. Transaction hedging is the purchase or
sale of forward currency with respect to specific receivables or
payables of the Fund generally arising in connection with the
purchase or sale of its portfolio securities. These contracts
are entered into in the interbank market conducted directly
between currency traders (typically commercial banks or other
financial institutions) and their customers.
Lending Portfolio Securities - From time to time, the Fund may
lend securities from its portfolio to brokers, dealers and other
financial institutions needing to borrow securities to complete
certain transactions. Such loans may not exceed 10% of the value
of the Fund's total assets. In connection with such loans, the
Fund will receive collateral consisting of cash, U.S. Government
securities or irrevocable letters of credit which will be
maintained at all times in an amount equal to at least 100% of
the current market value of the loaned securities. The Fund can
increase its income through the investment of such collateral.
The Fund continues to be entitled to payments in amounts equal
to the interest, dividends or other distributions payable on the
loaned security and receives interest on the amount of the loan.
Such loans will be terminable at any time upon specified notice.
The Fund might experience risk of loss if the institution with
which it has engaged in a portfolio loan transaction breaches
its agreement with the Fund.
Borrowing Money - The Fund may borrow to the extent permitted
under the Investment Company Act of 1940. However, the Fund
currently intends to borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount
up to 15% of the value of its total assets (including the amount
borrowed) valued at the lesser of cost or market, less
liabilities (not including the amount borrowed) at the time the
borrowing is made. While borrowings exceed 5% of the value of
the Fund's total assets, the Fund will not make any additional
investments.
Certain Portfolio Securities
Illiquid Securities - The Fund may invest up to 15% of the value
of its net assets in securities as to which a liquid trading
market does not exist, provided such investments are consistent
with the Fund's investment objective. Such securities may
include securities that are not readily marketable, such as
certain securities that are subject to legal or contractual
restrictions on resale, repurchase agreements providing for
settlement in more than seven days after notice and certain
options traded in the over-the-counter market and securities
used to cover such options. As to these securities, the Fund is
subject to a risk that should the Fund desire to sell them when
a ready buyer is not available at a price the Fund deems
representative of their value, the value of the Fund's net
assets could be adversely affected.
U.S. Government Securities - Securities issued or guaranteed by
the U.S. Government or its agencies or instrumentalities include
U.S. Treasury securities, which differ in their interest rates,
maturities and times of issuance. Some obligations issued or
guaranteed by U.S. Government agencies and instrumentalities,
for example, Government National Mortgage Association
pass-through certificates, are supported by the full faith and
credit of the U.S. Treasury; others, such as those of the
Federal Home Loan Banks, by the right of the issuer to borrow
from the Treasury; others, such as those issued by the Federal
National Mortgage Association, by discretionary authority of the
U.S. Government to purchase certain obligations of the agency or
instrumentality; and others, such as those issued by the Student
Loan Marketing Association, only by the credit of the agency or
instrumentality. These securities bear fixed, floating or
variable rates of interest. Principal and interest may fluctuate
based on generally recognized reference rates or the
relationship of rates. While the U.S. Government provides
financial support to such U.S. Government-sponsored agencies or
instrumentalities, no assurance can be given that it will always
do so since it is not so obligated by law. The Fund will invest
in such securities only when it is satisfied that the credit
risk with respect to the issuer is minimal.
Repurchase Agreements - Repurchase agreements involve the
acquisition by the Fund of an underlying debt instrument,
subject to an obligation of the seller to repurchase, and the
Fund to resell, the instrument at a fixed price usually not more
than one week after its purchase. Certain costs may be incurred
by the Fund in connection with the sale of the securities if the
seller does not repurchase them in accordance with the
repurchase agreement. In addition, if bankruptcy proceedings are
commenced with respect to the seller of the securities,
realization on the securities by the Fund may be delayed or
limited.
Bank Obligations - The Fund may purchase certificates of
deposit, time deposits, bankers' acceptances and other
short-term obligations issued by domestic banks, foreign
subsidiaries of domestic banks, foreign branches of domestic
banks, and domestic and foreign branches of foreign banks,
domestic savings and loan associations and other banking
institutions.
Certificates of deposit are negotiable certificates
evidencing
the obligation of a bank to repay funds deposited with it for a
specified period of time.
Time deposits are non-negotiable deposits maintained in a
banking institution for a specified period of time (in no event
longer than seven days) at a stated interest rate. Time deposits
which may be held by the Fund will not benefit from insurance
from the Bank Insurance Fund or the Savings Association
Insurance Fund administered by the Federal Deposit Insurance
Corporation.
Bankers' acceptances are credit instruments evidencing the
obligation of a bank to pay a draft drawn on it by a customer.
These instruments reflect the obligation both of the bank and of
the drawer to pay the face amount of the instrument upon
maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or
variable interest rates.
Certain Fundamental Policies - The Fund may (i) borrow money to
the extent permitted under the Investment Company Act of 1940,
which currently limits borrowings to no more than 331/3% of the
value of the Fund's total assets; (ii) invest up to 5% of its
total assets in the obligations of any issuer, except that up to
25% of the value of the Fund's total assets may be invested, and
obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities may be purchased, without regard
to any such limitation; and (iii) invest up to 25% of its total
assets in the securities of issuers in any industry, provided
that, when the Fund has adopted a temporary defensive posture,
there shall be no such limitation on investments in obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, bankers' acceptances of domestic issuers,
time deposits and certificates of deposit. The policies
described in this paragraph are fundamental policies that cannot
be changed without approval by the holders of a majority (as
defined in the Investment Company Act of 1940) of the Fund's
outstanding voting shares. See "Investment Objective and
Management Policies-Investment Restrictions" in the Statement of
Additional Information.
Certain Additional Non-Fundamental Policies - The Fund may (i)
pledge, hypothecate, mortgage or otherwise encumber its assets,
but only to secure permitted borrowings; and (ii) invest up to
15% of its net assets in repurchase agreements providing for
settlement in more than seven days after notice and in other
illiquid securities. See "Investment Objective and Management
Policies - Investment Restrictions" in the Statement of
Additional Information.
Risk Factors
Investing in Foreign Securities - In making foreign investments,
the Fund will give appropriate consideration to the following
factors, among others.
Foreign securities markets generally are not as developed or
efficient as those in the United States. Securities of some
foreign issuers are less liquid and more volatile than
securities of comparable U.S. issuers. Similarly, volume and
liquidity in most foreign securities markets are less than in
the United States and, at times, volatility of price can be
greater than in the United States. The issuers of some of these
securities, such as foreign bank obligations, may be subject to
less stringent or different regulation than are U.S. issuers. In
addition, there may be less publicly available information about
a non-U.S. issuer, and non-U.S. issuers generally are not
subject to uniform accounting and financial reporting standards,
practices and requirements comparable to those applicable to
U.S. issuers.
Because stock certificates and other evidences of ownership
of
such securities usually are held outside the United States, the
Fund will be subject to additional risks which include possible
adverse political and economic developments, possible seizure or
nationalization of foreign deposits and possible adoption of
governmental restrictions which might adversely affect the
payment of principal and interest on the foreign securities or
might restrict the payment of principal and interest to
investors located outside the country of the issuer, whether
from currency blockage or otherwise. Custodial expenses for a
portfolio of non-U.S. securities generally are higher than for a
portfolio of U.S. securities.
Since foreign securities often are purchased with and
payable in
currencies of foreign countries, the value of these assets as
measured in U.S. dollars may be affected favorably or
unfavorably by changes in currency rates and exchange control
regulations. Some currency exchange costs may be incurred when
the Fund changes investments from one country to another.
Furthermore, some of these securities may be subject to
brokerage taxes levied by foreign governments, which have the
effect of increasing the cost of such investment and reducing
the realized gain or increasing the realized loss on such
securities at the time of sale. Income received by the Fund from
sources within foreign countries may be reduced by withholding
and other taxes imposed by such countries. Tax conventions
between certain countries and the United States, however, may
reduce or eliminate such taxes. All such taxes paid by the Fund
will reduce its net income available for distribution to
shareholders. Dividends paid by the Fund to corporate investors
do not qualify for the dividends received deduction to the
extent that the dividends are attributed to amounts received by
the Fund as dividends on foreign securities.
Foreign Currency Exchange - Currency exchange rates may
fluctuate significantly over short periods of time. They
generally are determined by the forces of supply and demand in
the foreign exchange markets and the relative merits of
investments in different countries, actual or perceived changes
in interest rates and other complex factors, as seen from an
international perspective. Currency exchange rates also can be
affected unpredictably by intervention by U.S. or foreign
governments or central banks or the failure to intervene or by
currency controls or political developments in the United States
or abroad.
The foreign currency market offers less protection against
defaults in the forward trading of currencies than is available
when trading in currencies occurs on an exchange. Since a
forward currency contract is not guaranteed by an exchange or
clearinghouse, a default on the contract would deprive the Fund
of unrealized profits or force the Fund to cover its commitments
for purchase or resale, if any, at the current market price.
Other Investment Considerations - The securities of the smaller
companies in which the Fund invests may be subject to more
abrupt or erratic market movements than larger, more-established
companies, both because the securities typically are traded in
lower volume and because the issuers typically are subject to a
greater degree to changes in earnings and prospects. As a
result, the Fund may be subject to greater investment risks than
those assumed by some other investment companies.
The Fund's investment policies may result in a high
portfolio
turnover rate which usually generates additional brokerage
commissions and transaction costs for the Fund. In addition,
short-term gains realized from portfolio transactions are
taxable to shareholders as ordinary income. See "Portfolio
Transactions" in the Statement of Additional Information.
The Fund's ability to engage in certain short-term
transactions may be limited by the requirement that, to qualify
as a regulated investment company, it must earn less than 30% of
its gross income from the disposition of securities held for
less than three months. This 30% test limits the extent to which
the Fund may sell securities held for less than three months,
effect short sales of securities held for less than three
months, and write options expiring in less than three months,
among other strategies. However, portfolio turnover will not
otherwise be a limiting factor in making investment decisions.
Investment decisions for the Fund are made independently
from
those of the other investment companies advised by The Dreyfus
Corporation. However, if such other investment companies are
prepared to invest in, or desire to dispose of, securities of
the type in which the Fund invests at the same time as the Fund,
available investments or opportunities for sales will be
allocated equitably to each investment company. In some cases,
this procedure may adversely affect the size of the position
obtained for or disposed of by the Fund or the price paid or
received by the Fund.
Management of the Fund
The Dreyfus Corporation, located at 200 Park Avenue, New
York,
New York 10166, was formed in 1947 and serves as the Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned
subsidiary of Mellon Bank, N.A., which is a wholly-owned
subsidiary of Mellon Bank Corporation ("Mellon"). As of December
31, 1994, The Dreyfus Corporation managed or administered
approximately $70 billion in assets for more than 1.9 million
investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the
overall
management of the Fund's affairs under a Management Agreement
with the Fund, subject to the overall authority of the Fund's
Board of Directors in accordance with Maryland law. The Fund's
portfolio manager is Thomas A. Frank. He has held that position
and has been employed by The Dreyfus Corporation since 1985. The
Fund's other portfolio managers are identified under "Management
of the Fund" in the Fund's Statement of Additional Information.
The Dreyfus Corporation also provides research services for the
Fund as well as for other funds advised by The Dreyfus
Corporation through a professional staff of portfolio managers
and securities analysts.
Mellon is a publicly owned multibank holding company
incorporated under Pennsylvania law in 1971 and registered under
the Federal Bank Holding Company Act of 1956, as amended. Mellon
provides a comprehensive range of financial products and
services in domestic and selected international markets. Mellon
is among the twenty-five largest bank holding companies in the
United States based on total assets. Mellon's principal
wholly-owned subsidiaries are Mellon Bank, N.A., Mellon Bank
(DE) National Association, Mellon Bank (MD), The Boston Company,
Inc., AFCO Credit Corporation and a number of companies known as
Mellon Financial Services Corporations. Through its
subsidiaries, including The Dreyfus Corporation, Mellon managed
more than $193 billion in assets as of December 31, 1994,
including approximately $70 billion in mutual fund assets. As of
December 31, 1994, various subsidiaries of Mellon provided
non-investment services, such as custodial or administration
services, for approximately $654 billion in assets, including
$74 billion in mutual fund assets.
For the fiscal year ended December 31, 1994, the Fund paid
The
Dreyfus Corporation a monthly management fee at the annual rate
of .75 of 1% of the value of the Fund's average daily net
assets. This fee is higher than that paid by most other
investment companies. From time to time, The Dreyfus Corporation
may waive receipt of its fees and/or voluntarily assume certain
expenses of the Fund, which would have the effect of lowering
the overall expense ratio of the Fund and increasing yield to
investors at the time such amounts are waived or assumed, as the
case may be. The Fund will not pay The Dreyfus Corporation at a
later time for any amounts which may be waived, nor will the
Fund reimburse The Dreyfus Corporation for any amounts which may
be assumed.
The Dreyfus Corporation may pay the Fund's distributor for
shareholder services from The Dreyfus Corporation's own assets,
including past profits but not including the management fee paid
by the Fund. The Fund's distributor may use part or all of such
payments to pay Service Agents (as defined below) in respect of
these services.
The Fund bears certain costs of distributing Fund shares in
accordance with a plan (the "Service Plan") adopted pursuant to
Rule 12b-1 under the Investment Company Act of 1940. See "Fee
Table" and "Service Plan."
The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), 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.
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
"Transfer Agent"). The Bank of New York, 110 Washington Street,
New York, New York 10286, is the Fund's Custodian.
How to Buy Fund Shares
Fund shares can be purchased through the Distributor or
certain
financial institutions (which may include banks), securities
dealers and other industry professionals (collectively, "Service
Agents") that have entered into service agreements with the
Distributor. Stock certificates are issued only upon your
written request. No certificates are issued for fractional
shares. The Fund reserves the right to reject any purchase
order.
The minimum initial investment is $2,500, or $1,000 if you
are a
client of a Service Agent which has made an aggregate minimum
initial purchase for its customers of $2,500. Subsequent
investments must be at least $100. The initial investment must
be accompanied by the Fund's Account Application. For full-time
or part-time employees of The Dreyfus Corporation or any of its
affiliates or subsidiaries, directors of The Dreyfus
Corporation, Board members of a fund advised by The Dreyfus
Corporation, including members of the Fund'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 The Dreyfus Corporation 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 and nonqualified
employee benefit plans or other programs where contributions or
account information can be transmitted in a manner and form
acceptable to the Fund. In addition, Fund shares are offered
without regard to the minimum initial investment requirements
through the Dreyfus Step Program described under "Shareholder
Services." The Fund reserves the right to vary further the
initial and subsequent investment minimum requirements at any
time.
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. For subsequent investments, your Fund account
number should appear on the check and an investment 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 The
Bank of New York, DDA #8900051876/Dreyfus New Leaders Fund,
Inc., for purchase of Fund shares in your name. The wire must
include your Fund account number (for new accounts your
Taxpayer Identification Number ("TIN") should be included
instead), account registration and dealer number, if applicable.
If your initial purchase of Fund shares is by wire, please call
1-800-645-6561 after completing your wire payment 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
member. You must direct the institution to transmit immediately
available funds through the Automated Clearing House to The Bank
of New York with instructions to credit your Fund account. The
instructions must specify your Fund account registration and
your Fund account number preceded by the digits "1111."
Management understands that some Service Agents may impose
certain conditions on their clients which are different from
those described in this Prospectus, and, to the extent permitted
by applicable regulatory authority, may charge their clients
direct fees for Servicing (as defined under "Service Plan").
These fees would be in addition to any amounts which might be
received under the Service Plan. Each Service Agent has agreed
to transmit to its clients a schedule of such fees. You should
consult your Service Agent in this regard.
If an order is received by the Transfer Agent or other agent
by
the close of trading on the floor of the New York Stock Exchange
(currently 4:00 p.m., New York time) on a business day, Fund
shares will be purchased at the net asset value per share
determined as of such close of trading on that day. Otherwise,
Fund shares will be purchased at the net asset value per share
determined as of the close of trading on the floor of the New
York Stock Exchange on the next business day, except where
shares are purchased through dealers as provided below.
Orders for the purchase of Fund shares received by dealers
by
the close of trading on the floor of the New York Stock Exchange
on a business day and transmitted to the Distributor or its
designee by the close of its business day (normally 5:15 p.m.,
New York time) will be based on the net asset value per share
determined as of the close of trading on the floor of the New
York Stock Exchange on that day. Otherwise, the orders will be
based on the next determined net asset value. It is the dealers'
responsibility to transmit orders so that they will be received
by the Distributor or its designee before the close of its
business day.
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. All present holdings of shares of funds in
the Dreyfus Family of Funds by such employee benefit plans or
programs will be aggregated to determine the fee payable with
respect to each such 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.
Fund shares are sold on a continuous basis. Net asset value
per
share is determined as of the close of trading on the floor of
the New York Stock Exchange (currently 4:00 p.m., New York
time), on each day the New York Stock Exchange is open for
business. Net asset value per share is computed by dividing the
value of the Fund's net assets (i.e., the value of its assets
less liabilities) by the total number of shares outstanding. The
Fund's investments are valued based on market value, or where
market quotations are not readily available, based on fair value
as determined in good faith by the Board of Directors. For
further information regarding the methods employed in valuing
Fund investments, see "Determination of Net Asset Value" in the
Fund's Statement of Additional Information.
Federal regulations require that you provide a certified TIN
upon opening or reopening an account. See "Dividends,
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").
Dreyfus TeleTransfer Privilege - You may purchase Fund
shares
(minimum $500, 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 Transfer Agent. The proceeds
will be transferred between the bank account designated in one
of these documents and your Fund account. Only a bank account
maintained in a domestic financial institution which is an
Automated Clearing House member may be so designated. The Fund
may modify or terminate this Privilege at any time or charge a
service fee upon notice to shareholders. No such fee currently
is contemplated.
If you have selected the Dreyfus TeleTransfer Privilege, you
may
request a Dreyfus TeleTransfer purchase of Fund shares by
telephoning 1-800-221-4060 or, if you are calling from overseas,
call 1-401-455-3306.
Shareholder Services
The services and privileges described under this heading may
not
be available to clients of certain Service Agents and some
Service Agents may impose certain conditions on their clients
which are different from those described in this Prospectus. You
should consult your Service Agent in this regard.
Fund Exchanges _ You may purchase, in exchange for shares of the
Fund, shares of certain other funds managed or administered by
The Dreyfus Corporation, to the extent such shares are offered
for sale in your state of residence. These funds have different
investment objectives which may be of interest to you. If you
desire to use this service, you should consult your Service
Agent or call 1-800-645-6561 to determine if it is available and
whether any conditions are imposed on its use.
To request an exchange, you or your Service Agent acting on
your
behalf must give exchange instructions to the Transfer Agent in
writing or by telephone. Before any exchange, you must obtain
and should review a copy of the current prospectus of the fund
into which the exchange is being made. Prospectuses may be
obtained by calling 1-800-645-6561. 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 applicable "No"
box on the Account Application, indicating that you specifically
refuse this Privilege. The Telephone Exchange Privilege may be
established for an existing account by written request, signed
by all shareholders on the account, 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 you are calling from overseas, call
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, Telephone
Redemption Privilege, Wire Redemption Privilege, Dreyfus
TeleTransfer Privilege and the dividend/capital gain
distribution option (except for Dreyfus Dividend Sweep) selected
by the investor.
A 1% redemption fee will be charged upon an exchange of Fund
shares where the exchange occurs within a six-month period
following the issuance of such shares. See "How to Redeem Fund
Shares." Otherwise, shares will be exchanged at the next
determined net asset value; however, a sales load may be charged
with respect to exchanges into funds sold with a sales load. If
you are exchanging 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 distributions paid with respect to the foregoing
categories of shares. To qualify, at the time of an exchange you
must notify the Transfer Agent or your Service Agent must notify
the Distributor. Any such qualification is subject to
confirmation of your holdings through a check of appropriate
records. See "Shareholder Services" in the Statement of
Additional Information. No fees currently are charged
shareholders directly in connection with exchanges, although the
Fund reserves the right, upon not less than 60 days' written
notice, to charge shareholders a nominal fee in accordance with
rules promulgated by the Securities and Exchange Commission. The
Fund reserves the right to reject any exchange request in whole
or in part. 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.
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 certain 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 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 into funds sold
with a sales load. See "Shareholder Services" in the Statement
of Additional Information. The right to exercise this Privilege
may be modified or cancelled by the Fund or the Transfer Agent.
You may modify or cancel your exercise of this Privilege at any
time by writing 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 Automated Clearing House member may be
so designated. To establish a Dreyfus-Automatic Asset Builder
account, you must file an authorization form with the Transfer
Agent. You may obtain the necessary authorization form by
calling 1-800-645-6561. 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 for
Dreyfus retirement plan accounts, to The Dreyfus Trust Company,
Custodian, P.O. Box 6427, Providence, Rhode Island 02940-6427,
and the notification will be effective three business days
following receipt. The Fund may modify or terminate this
Privilege at any time or charge a service fee. No such fee
currently is contemplated.
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.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 - The Dreyfus Payroll Savings Plan
permits you to purchase Fund shares (minimum of $100 per
transaction) automatically on a regular basis. Depending upon
your Employer's direct deposit program, you may have part or all
of your paycheck transferred to your existing Dreyfus account
electronically through the Automated Clearing House system at
each pay period. To establish a 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, The Dreyfus Corporation, 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.
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 another
fund in the Dreyfus Family of Funds of which you are a
shareholder. Shares of the other fund will be purchased at the
then-current net asset value, however, a sales load may be
charged with respect to investments in shares of a fund sold
with a sales load. If you are investing in a fund that charges a
sales load, you may qualify for share prices which do not
include the sales load or which reflect a reduced sales load. If
you are investing in a fund that charges a contingent deferred
sales charge, the shares purchased will be subject to the
contingent deferred sales charge, if any, applicable to the
purchased shares. See "Shareholder Services" in the Statement of
Additional Information. 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 Automated Clearing
House member may be so designated. Banks may charge a fee for
this service.
For more information concerning these privileges or to
request a Dividend Options Form, please call toll free
1-800-645-6561. 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 these privileges.
Dreyfus Step Program - Dreyfus Step Program enables you to
purchase Fund shares without regard to the Fund's minimum
initial investment requirements through Dreyfus-Automatic Asset
Builder, Dreyfus Government Direct Deposit Privilege or Dreyfus
Payroll Savings Plan. To establish a Dreyfus Step Program
account, you must supply the necessary information on the Fund's
Account Application and file the required authorization form(s)
with the Transfer Agent. For more information concerning this
Program, or to request the necessary authorization form(s),
please call toll free 1-800-782-6620. You may terminate your
participation in this Program at any time by discontinuing your
participation in Dreyfus-Automatic Asset Builder, Dreyfus
Government Direct Deposit Privilege or Dreyfus Payroll Savings
Plan, as the case may be, as provided under the terms of such
Privilege(s). The Fund reserves the right to redeem your account
if you have terminated your participation in the Program and
your account's net asset value is $500 or less. See "How to
Redeem Fund Shares." The Fund may modify or terminate this
Program at any time. Investors who wish to purchase Fund shares
through the Dreyfus Step Program in conjunction with a
Dreyfus-sponsored retirement plan may do so only for IRAs,
SEP-IRAs and IRA "Rollover Accounts." You should consider your
financial condition and the possibility of having to redeem your
Fund shares in times of rising prices or declining Fund share
prices.
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. There
is a service charge of 50 for each withdrawal check. No
redemption fee will be charged upon the redemption of Fund
shares through the Plan. See "How to Redeem Fund Shares." The
Automatic Withdrawal Plan may be ended at any time by you, the
Fund or the Transfer Agent. Shares for which certificates have
been issued may not be redeemed through the 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; and 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.
You will be charged a 1% redemption fee upon the redemption
of
Fund shares (including redemptions through use of the Exchange
Privilege) where the redemption or exchange occurs within a
six-month period following the issuance of such shares. For
purposes of computing the six-month period, any issuance of Fund
shares during a month will be deemed to occur on the first day
of such month. The redemption fee will be deducted from
redemption proceeds and retained by the Fund. No redemption fee
will be charged upon the redemption of shares through the Fund's
Automatic Withdrawal Plan, or Dreyfus Auto-Exchange Privilege or
through omnibus accounts for various retirement plans.
Furthermore, no redemption fee will be charged upon the
redemption of Fund shares acquired through reinvestment of
dividends or distributions, nor will the redemption fee be used
to pay fees imposed for various Fund services or shares. This
redemption fee may be waived, modified or discontinued at any
time or from time to time. In addition, Service Agents may
charge 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
on 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 Securities and Exchange Commission. However, if you
have purchased Fund shares by check, by 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 your account's net
asset value 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 Service Agents. 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 the 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 Service Agent, and
reasonably believed by the Transfer Agent to be genuine. The
Fund will require the Transfer Agent to employ reasonable
procedures, such as requiring a form of personal identification,
to confirm that instructions are genuine and, if it does not
follow such procedures, the Fund or the Transfer Agent may be
liable for any losses due to unauthorized or fraudulent
instructions. Neither the Fund nor the Transfer Agent will be
liable for following telephone instructions reasonably believed
to be genuine.
During times of drastic economic or market conditions, you
may
experience difficulty in contacting the Transfer Agent by
telephone to request a redemption or exchange of Fund shares. In
such cases, you should consider using the other redemption
procedures described herein. Use of these other redemption
procedures may result in your redemption request being processed
at a later time than it would have been if telephone redemption
had been used. During the delay, the Fund's net asset value may
fluctuate.
Regular Redemption - Under the regular redemption procedure, you
may redeem shares by written request mailed to The Dreyfus
Family of Funds, P.O. Box 9671, Providence, Rhode Island
02940-9671. 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 Dreyfus Financial Center, please
call one of the telephone numbers 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. If you have any questions 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 not more than $250,000 wired within any 30-day
period. You may telephone redemption requests by calling
1-800-221-4060 or, if you are calling from overseas, call
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 any time 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 have 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 you are calling from overseas, call
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 telephone redemption requests. This Privilege may be
modified or terminated at any time 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 Automated Clearing
House member may be so designated. Redemption proceeds will be
on deposit in your account at an Automated Clearing House member
bank ordinarily two days after receipt of the redemption request
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 not more than
$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 you are calling from overseas,
call 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.
Service Plan
Under the Service Plan, adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940, the Fund (a)
reimburses the Distributor for payments to certain Service
Agents for distributing the Fund's shares and servicing
shareholder accounts ("Servicing") and (b) pays The Dreyfus
Corporation, Dreyfus Service Corporation, a wholly-owned
subsidiary of The Dreyfus Corporation, and any affiliate of
either of them (collectively, "Dreyfus") for advertising and
marketing relating to the Fund and for Servicing, at an
aggregate annual rate of .25 of 1% of the value of the Fund's
average daily net assets. Each of the Distributor and Dreyfus
may pay one or more Service Agents a fee in respect of the
Fund's shares owned by shareholders with whom the Service Agent
has a Servicing relationship or for whom the Service Agent is
the dealer or holder of record. Each of the Distributor and
Dreyfus determine the amounts, if any, to be paid to Service
Agents under the Service Plan and the basis on which such
payments are made. The fees payable under the Service Plan are
payable without regard to actual expenses incurred.
The Fund also bears the costs of preparing and printing
prospectuses and statements of additional information for
regulatory purposes and for distribution to existing
shareholders. Under the Service Plan, the Fund bears (a) the
costs of preparing, printing and distributing prospectuses and
statements of additional information used for other purposes and
(b) the costs associated with implementing and operating the
Service Plan, the aggregate of such amounts not to exceed in any
fiscal year of the Fund the greater of $100,000 or .005 of 1% of
the value of the Fund's average daily net assets for such fiscal
year.
Dividends, Distributions and Taxes
The Fund ordinarily declares and pays dividends from net
investment income and distributes net realized securities gains,
if any, once a year, but it may make distributions on a more
frequent basis to comply with the distribution requirements of
the Internal Revenue Code of 1986, as amended (the "Code"), in
all events in a manner consistent with the provisions of the
Investment Company Act of 1940. The Fund will not make
distributions from net realized securities gains unless capital
loss carryovers, if any, have been utilized or have expired. You
may choose whether to receive dividends and distributions in
cash or to reinvest in additional Fund shares at net asset
value. All expenses are accrued daily and deducted before
declaration of dividends to investors.
Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and
all or a portion of any gains realized from the sale or other
disposition of certain market discount bonds, paid by the Fund
will be taxable to U.S. shareholders as ordinary income whether
received in cash or reinvested in additional Fund shares.
Depending on the composition of the Fund's income, a portion of
the dividends from net investment income may qualify for the
dividends received deduction allowable to certain U.S.
corporations. Distributions from net realized long-term
securities gains of the Fund will be taxable to U.S.
shareholders as long-term capital gains for Federal income tax
purposes, regardless of how long shareholders have held their
Fund shares and whether such distributions are received in cash
or reinvested in additional Fund shares. The Code provides that
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 distributions may be subject to state and local
taxes.
Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and
all or a portion of any gains realized from the sale or other
disposition of certain market discount bonds, paid by the Fund
to a foreign investor generally are subject to U.S. nonresident
withholding taxes at the rate of 30%, unless the foreign
investor claims the benefit of a lower rate specified in a tax
treaty. Distributions from net realized long-term securities
gains paid by the Fund to a foreign investor as well as the
proceeds of any redemptions from a foreign investor's account,
regardless of the extent to which gain or loss may be realized,
generally will not be subject to U.S. nonresident withholding
tax. However, such distributions may be subject to backup
withholding, as described below, unless the foreign investor
certifies his non-U.S. residency status.
Notice as to the tax status of your dividends and
distributions
will be mailed to you annually. You also will receive periodic
summaries of your account which will include information as to
income dividends and distributions from securities gains, if
any, paid during the year.
Federal regulations generally require the Fund to withhold
("backup withholding") and remit to the U.S. Treasury 31% of
dividends, distributions from net realized securities gains and
the proceeds of any redemption, regardless of the extent to
which gain or loss may be realized, paid to a shareholder if
such shareholder fails to certify either that the TIN furnished
in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being
subject to backup withholding as a result of a failure to
properly report taxable dividend or interest income on a Federal
income tax return. Furthermore, the IRS may notify the Fund to
institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to
properly report taxable dividend and interest income on a
Federal income tax return.
A TIN is either the Social Security number 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.
Management of the Fund believes that the Fund has qualified
for
the fiscal year ended December 31, 1994 as a "regulated
investment company" under the Code. The Fund intends to continue
to so qualify if such qualification is in the best interests of
its shareholders. Such qualification relieves the Fund of any
liability for Federal income taxes to the extent its earnings
are distributed in accordance with applicable provisions of the
Code. In addition, the Fund is subject to a non-deductible 4%
excise tax, measured with respect to certain undistributed
amounts of taxable investment income and capital gains.
You should consult your tax adviser regarding specific
questions as to Federal, state and local taxes.
Performance Information
For purposes of advertising, performance will be calculated on
the basis of average annual total return. Advertisements also
may include performance calculated on the basis of total return.
Average annual total return is calculated pursuant to a
standardized formula which assumes that an investment in the
Fund was purchased with an initial payment of $1,000 and that
the investment was redeemed at the end of a stated period of
time, after giving effect to the reinvestment of dividends and
distributions during the period. The return is expressed as a
percentage rate which, if applied on a compounded annual basis,
would result in the redeemable value of the investment at the
end of the period. Advertisements of the Fund's performance will
include the Fund's average annual total return for one, five and
ten year periods, or for shorter time periods depending upon the
length of time during which the Fund has operated.
Total return is computed on a per share basis and assumes the
reinvestment of dividends and distributions. Total return
generally is expressed as a percentage rate which is calculated
by combining the income and principal changes for a specified
period and dividing by the net asset value 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.
Performance will vary from time to time and past results are
not
necessarily representative of future results. You should
remember that performance is a function of portfolio management
in selecting the type and quality of portfolio securities and is
affected by operating expenses. Performance information, such as
that described above, may not provide a basis for comparison
with other investments or other investment companies using a
different method of calculating performance.
Comparative performance information may be used from time to
time in advertising or marketing the Fund's shares, including
data from Lipper Analytical Services, Inc., Standard & Poor's
500 Composite Stock Price Index, the Russell 2000 Index, the Dow
Jones Industrial Average, the NASDAQ Index of Over-The-Counter
Stocks, Morningstar, Inc. and other industry publications.
<PAGE>
General Information
The Fund was incorporated under Maryland law on December 9,
1983, and commenced operations on January 29, 1985. The Fund is
authorized to issue 100 million shares of Common Stock, par
value $.01 per share. Each share has one vote.
Unless otherwise required by the Investment Company Act of
1940,
ordinarily it will not be necessary for the Fund to hold annual
meetings of shareholders. As a result, Fund shareholders may not
consider each year the election of Directors or the appointment
of auditors. However, pursuant to the Fund's By-Laws, the
holders of at least 10% of the shares outstanding and entitled
to vote may require the Fund to hold a special meeting of
shareholders for purposes of removing a Director from office and
the holders of at least 25% of such shares may require the Fund
to hold a special meeting of shareholders for any other purpose.
Fund shareholders may remove a Director by the affirmative vote
of a majority of the Fund's outstanding voting shares. In
addition, the Board of Directors will call a meeting of
shareholders for the purpose of electing Directors if, at any
time, less than a majority of the Directors then holding office
have been elected by shareholders.
The Transfer Agent maintains a record of your ownership and
sends you confirmations and statements of account.
Shareholder inquiries may be made by writing to the Fund at
144
Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or by
calling toll free 1-800-645-6561. In New York City, call
1-718-895-1206; on Long Island, call 794-5452.
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>
(This Page Intentionally Left Blank)
<PAGE>
DREYFUS NEW LEADERS FUND, INC.
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
MAY 1, 1995
This Statement of Additional Information, which is not a
prospectus, supplements
and should be read in conjunction with the current Prospectus of
Dreyfus New Leaders
Fund, Inc. (the "Fund"), dated May 1, 1995, as it may be revised
from time to time. To
obtain a copy of the Fund's Prospectus, please write to the Fund
at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144, or call the following
numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
On Long Island -- Call 794-5452
The Dreyfus Corporation (the "Manager") serves as the Fund's
investment adviser.
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-7
Management Agreement. . . . . . . . . . . . . . . . . . . .B-11
Purchase of Fund Shares . . . . . . . . . . . . . . . . . .B-12
Service Plan. . . . . . . . . . . . . . . . . . . . . . . .B-13
Redemption of Fund Shares . . . . . . . . . . . . . . . . .B-14
Shareholder Services. . . . . . . . . . . . . . . . . . . .B-16
Determination of Net Asset Value. . . . . . . . . . . . . .B-19
Dividends, Distributions and Taxes. . . . . . . . . . . . .B-20
Portfolio Transactions. . . . . . . . . . . . . . . . . . .B-21
Performance Information . . . . . . . . . . . . . . . . . .B-22
Information About the Fund. . . . . . . . . . . . . . . . .B-23
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors. . . . . . . . . . . . .B-23
Financial Statements. . . . . . . . . . . . . . . . . . . .B-24
Report of Independent Auditors. . . . . . . . . . . . . . .B-32
<PAGE>
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."
Repurchase Agreements. The Fund's custodian or sub-custodian
will have custody of,
and will hold in a segregated account, securities acquired by the
Fund under a
repurchase agreement. Repurchase agreements are considered by
the staff of the
Securities and Exchange Commission to be loans by the Fund. In
an attempt to reduce
the risk of incurring a loss on a repurchase agreement, the Fund
will enter into
repurchase agreements only with domestic banks with total assets
in excess of one billion
dollars or primary government securities dealers reporting to the
Federal Reserve Bank
of New York, with respect to securities of the type in which the
Fund may invest, and
will require that additional securities be deposited with it if
the value of the securities
purchased should decrease below resale price. The Manager will
monitor on an ongoing
basis the value of the collateral to assure that it always equals
or exceeds the repurchase
price. The Fund will consider on an ongoing basis the
creditworthiness of the institutions
with which it enters into repurchase agreements.
Short-Selling. The Fund may engage in short-selling. Until
the Fund replaces a
borrowed security in connection with a short sale, the Fund will:
(a) maintain daily a
segregated account, containing cash or U.S. Government
securities, at such a level that
(i) the amount deposited in the account plus the amount deposited
with the broker as
collateral will equal the current value of the security sold
short and (ii) the amount
deposited in the segregated account plus the amount deposited
with the broker as
collateral will not be less than the market value of the security
at the time it was sold
short; or (b) otherwise cover its short position.
Writing Options. To earn additional income on its
portfolio, the Fund, to a
limited extent, may write covered call options on securities
owned by the Fund ("covered
options" or "options") and purchase call options in order to
close option transactions, as
described below.
A call option gives the purchaser of the option the right to
buy, and obligates the
writer to sell, the underlying security at the exercise price at
any time during the option
period, regardless of the market price of the security. The
premium paid to the writer is
the consideration for undertaking the obligations under the
option contract. When a
covered call option is written by the Fund, the Fund will make
arrangements with its
custodian to segregate the underlying securities until the option
is exercised, expires or
the Fund closes out the option as described below. A covered
call option sold by the
Fund exposes the Fund during the term of the option to possible
loss of opportunity to
realize appreciation in the market price of the underlying
security or to possible
continued holding of a security which might otherwise have been
sold to protect against
depreciation in the market price of the security. To limit this
exposure, the value of the
portfolio securities underlying covered call options written by
the Fund will be limited to
an amount not in excess of 20% of the value of the Fund's net
assets at the time such
options are written.
To close out a position, the Fund may make a "closing
purchase transaction,"
which involves purchasing a call option on the same security with
the same exercise price
and expiration date as the option which it has previously written
on a particular security.
The Fund will realize a profit (or loss) from a closing purchase
transaction if the amount
paid to purchase a call option is less (or more) than the amount
received from the sale
thereof.
Purchasing Put and Call Options. The Fund may invest up to
5% of its total
assets, represented by the premium paid, in the purchase of put
and call options. The
Fund may purchase put and call options for the purpose of
increasing its current return
or avoiding adverse tax consequences that could reduce its
current return. The Fund
also may purchase call options to acquire the underlying
security. The Fund may enter
into closing sale transactions with respect to such options or
may permit them to expire.
The Fund will not purchase options for leveraging purposes.
The Fund will purchase put and call options only to the
extent permitted by the
policies of state securities authorities in states where shares
of the Fund are qualified for
offer and sale. These authorities may impose further limitations
on the Fund's ability to
purchase options.
Stock Index Options. The Fund may purchase put and call
options and write
covered call options on stock indices listed on national
securities exchanges or traded in
the over-the-counter market. A stock index fluctuates with
changes in the market values
of the stocks included in the index.
Options on stock indices 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.
Illiquid Securities. When purchasing securities that have
not been registered
under the Securities Act of 1933, as amended, and are not readily
marketable, the Fund
will endeavor to obtain the right to registration at the expense
of the issuer. Generally,
there will be a lapse of time between the Fund's decision to sell
any such security and the
registration of the security permitting sale. During any such
period, the price of the
securities will be subject to market fluctuations. However, if a
substantial market of
qualified institutional buyers develops pursuant to Rule 144A
under the Securities Act of
1933, as amended, for certain unregistered securities held by the
Fund, the Fund intends
to treat such securities as liquid securities in accordance with
procedures approved by the
Fund's Board. Because it is not possible to predict with
assurance how the market for
restricted securities pursuant to Rule 144A will develop, the
Fund's Board has directed
the Manager to monitor carefully the Fund's investments in such
securities with particular
regard to trading activity, availability of reliable price
information and other relevant
information. To the extent that, for a period of time, qualified
institutional buyers cease
purchasing restricted securities pursuant to Rule 144A, the
Fund's investing in such
securities may have the effect of increasing the level of
illiquidity in the Fund's portfolio
during such period.
Lending Portfolio Securities. To a limited extent, the Fund
may lend its portfolio
securities to brokers, dealers and other financial institutions,
provided it receives cash
collateral which at all times is maintained in an amount equal to
at least 100% of the
current market value of the securities loaned. By lending its
portfolio securities, the
Fund can increase its income through the investment of the cash
collateral. For purposes
of this policy, the Fund considers collateral consisting of U.S.
Government securities or
irrevocable letters of credit issued by banks whose securities
meet the standards for
investment by the Fund to be the equivalent of cash. Such loans
may not exceed 10% of
the value of the Fund's total assets. From time to time, the
Fund may return to the
borrower or a third party which is unaffiliated with the Fund,
and which is acting as a
"placing broker," a part of the interest earned from the
investment of collateral received
for securities loaned.
The Securities and Exchange Commission currently requires
that the following
conditions must be met whenever portfolio securities are loaned:
(1) the Fund must
receive at least 100% cash collateral from the borrower; (2) the
borrower must increase
such collateral whenever the market value of the securities rises
above the level of such
collateral; (3) the Fund must be able to terminate the loan at
any time; (4) the Fund
must receive reasonable interest on the loan, as well as any
dividends, interest or other
distributions payable on the loaned securities, and any increase
in market value; (5) the
Fund may pay only reasonable custodian fees in connection with
the loan; and (6) while
voting rights on the loaned securities may pass to the borrower,
the Fund's Board of
Directors must terminate the loan and regain the right to vote
the securities if a material
event adversely affecting the investment occurs. These
conditions are subject to
modification.
Investment Restrictions
The Fund has adopted investment restrictions numbered 1
through 15 as
fundamental policies. These restrictions cannot be changed
without approval by the
holders of a majority (as defined in the Investment Company Act
of 1940 (the "Act")) of
the Fund's outstanding voting shares. Investment restrictions
numbered 16 and 17 are
not fundamental policies and may be changed by a vote of a
majority of the Directors at
any time. The Fund may not:
1. Purchase the securities of any issuer (other than a
bank) if such purchase
would cause more than 5% of the value of its total assets to be
invested in securities of
such issuer, or invest more than 15% of its assets in the
obligations of any one bank,
except that up to 25% of the value of the Fund's total assets may
be invested, and
securities issued or guaranteed by the U.S. Government or its
agencies or instrumentali-
ties may be purchased, without regard to such limitations.
2. Purchase the securities of any issuer if such purchase
would cause the Fund
to hold more than 10% of the outstanding voting securities of
such issuer. This
restriction applies only with respect to 75% of the Fund's
assets.
3. Purchase securities of any company having less than
three years' continuous
operations (including operations of any predecessors) if such
purchase would cause the
value of the Fund's investments in all such companies to exceed
5% of the value of its
total assets.
4. Purchase securities of closed-end investment companies
except (a) in the
open market where no commission except the ordinary broker's
commission is paid,
which purchases are limited to a maximum of (i) 3% of the total
voting stock of any one
closed-end investment company, (ii) 5% of its net assets with
respect to any one
closed-end investment company and (iii) 10% of its net assets in
the aggregate, or (b)
those received as part of a merger or consolidation. The Fund
has no present intention
of investing in securities of closed-end investment companies.
The Fund may not
purchase or retain securities issued by open-end investment
companies other than itself.
5. Purchase or retain the securities of any issuer if the
officers or Directors of
the Fund or of the Manager who individually own beneficially more
than 1/2 of 1% of
the securities of such issuer together own beneficially more than
5% of the securities of
such issuer.
6. Purchase, hold or deal in commodities or commodity
contracts or in real
estate, but this shall not prohibit the Fund from investing in
securities of companies
engaged in real estate activities or investments.
7. Borrow money, except to the extent permitted under the
Act (which
currently limits borrowing to no more than 33/% of the value of
the Fund's total assets).
8. Lend any funds or other assets except through the
purchase of a portion of
an issue of publicly distributed bonds, debentures or other debt
securities, or the
purchase of bankers' acceptances and commercial paper of
corporations. However, the
Fund may lend its portfolio securities in any amount not to
exceed 10% of the value of
its total assets. Any loans of portfolio securities will be made
according to guidelines
established by the Securities and Exchange Commission and the
Fund's Board of
Directors.
9. Act as an underwriter of securities of other issuers.
10. Invest in the securities of a company for the purpose
of exercising
management or control, but the Fund will vote the securities it
owns in its portfolio as a
shareholder in accordance with its views.
11. Purchase securities on margin, but the Fund may obtain
such short-term
credit as may be necessary for the clearance of purchases and
sales of securities.
12. Engage in the purchase and sale of put, call, straddle
or spread options or
in writing such options, except that the Fund (a) may purchase
put and call options to
the extent that the premiums paid by it on all outstanding
options at any one time do not
exceed 5% of its total assets and may enter into closing sale
transactions with respect to
such options and (b) may write and sell covered call option
contracts on securities owned
by the Fund not exceeding 20% of the value of its net assets at
the time such option
contracts are written. The Fund also may purchase call options
without regard to the 5%
limitation set forth above to enter into closing purchase
transactions. In connection with
the writing of covered call options, the Fund may pledge assets
to an extent not greater
than 20% of the value of its total assets at the time such
options are written.
13. Invest more than 25% of its assets in investments in
any particular industry
or industries, provided that, when the Fund has adopted a
temporary defensive posture,
there shall be no limitation on the purchase of obligations
issued or guaranteed by the
U.S. Government, its agencies or instrumentalities, bankers'
acceptances of domestic
issuers, time deposits and certificates of deposit.
14. Purchase warrants in excess of 2% of net assets. For
purposes of this
restriction, such warrants shall be valued at the lower of cost
or market, except that
warrants acquired by the Fund in units or attached to securities
shall not be included
within this 2% restriction.
15. Invest in interests in oil, gas or mineral exploration
or development programs.
16. Pledge, mortgage, hypothecate or otherwise encumber its
assets, except to
the extent necessary to secure permitted borrowings and to the
extent related to the
purchase of securities on a when-issued or forward commitment
basis and the deposit of
assets in escrow in connection with writing covered put and call
options and collateral
and initial or variation margin arrangements with respect to
options and forward
contracts including those relating to indices, and options on
indices.
17. Enter into repurchase agreements providing for
settlement in more than
seven days after notice or purchase securities which are illiquid
if, in the aggregate, more
than 15% of the value of the Fund's net assets would be so
invested.
While not a fundamental policy, the Fund will not invest in
oil, gas, and other
mineral leases, or real estate limited partnerships.
If a percentage restriction is adhered to at the time an
investment is made, a later
increase in percentage resulting from a change in values or
assets will not constitute a
violation of such restriction.
The Fund may make commitments more restrictive than the
restrictions listed
above so as to permit the sale of Fund shares in certain states.
Should the Fund
determine that a commitment is no longer in the best interest of
the Fund and its
shareholders, the Fund reserves the right to revoke the
commitment by terminating the
sale of Fund shares in the state involved.
MANAGEMENT OF THE FUND
Directors and officers of the Fund, together with
information as to their principal
business occupations during at least the last five years, are
shown below. Each Director
who is deemed to be an "interested person" of the Fund, as
defined in the Act, is
indicated by an asterisk.
Directors of the Fund
*DAVID W. BURKE, Director. Consultant to the Manager since
August 1994. From October 1990 to August 1994, Vice
President and Chief Administrative Officer of
the Manager. From 1977 to 1990, Mr. Burke was involved in
the management of national television news, as
Vice-President and Executive Vice President of ABC
News, and subsequently as President of CBS News. Mr. Burke
is also a Board member of 52 other funds in the Dreyfus
Family of Funds. He is 58 years old and his address is 200
Park Avenue, New York, New York 10166.
HODDING CARTER, III, Director. President of Main Street, a
television production company. Since 1991, a syndicated
columnist for United Media - NEA. From 1985 to 1986, he was
editor and chief correspondent of "Capitol Journal," a
weekly Public Broadcasting System ("PBS") series on
Congress. From 1981 to 1984, he was anchorman and chief
correspondent for PBS' "Inside Story," a regularly
scheduled half-hour critique of press performance. From
1977 to July 1, 1980, Mr. Carter served as Assistant
Secretary of State for Public Affairs and as Department
of State spokesman. Mr. Carter is also a Board member of
seven other funds in the Dreyfus Family of Funds. He is 59
years old and his address is Main Street, 918 Sixteenth
Street, N.W., Washington, D.C. 20006.
*JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995,
has served as Chairman of the Board of various funds in the
Dreyfus Family of Funds. For more than five years prior
thereto, he was President, a director and, until August
1994, Chief Operating Officer of the Manager and Executive
Vice President and a director of Dreyfus Service
Corporation, a wholly-owned subsidiary of the Manager and,
until August 1994, the Fund's distributor. 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; and a director of the Noel Group,
Inc. Mr. DiMartino is also a Board member of 65 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.
EMUD HOUMINER, Director. Since July 1991, Professor and
Executive-in-Residence at the Columbia Business School,
Columbia University and, since February 1992, a
Consultant to Bear, Stearns & Co. Inc., investment bankers.
He was President and Chief Executive Officer of Philip
Morris USA, manufacturers of consumer products, from
December 1988 until September 1990. He also is a Director
of Avnet Inc. Mr. Houminer is also a Board member of 11
other funds in the Dreyfus Family of Funds. He is 54 years
old and his address is c/o Columbia Business School,
Columbia University, Uris Hall, Room 526, New York, New
York 10027.
RICHARD C. LEONE, Director. President of The Twentieth Century
Fund, Inc., a tax exempt research foundation engaged in
economic, political and social policy studies. From April
1990 to March 1994, Chairman, and from April 1988 to
March 1994, a Commissioner of The Port Authority of New York
and New Jersey. A member in 1985, and from January 1986 to
January 1989, Managing Director, of Dillon, Read & Co. Inc.
Mr. Leone is also a director of Resource Mortgage Capital,
Inc. Mr. Leone is also a Board member of seven other funds
in the Dreyfus Family of Funds. He is 54 years old and his
address is 41 East 70th Street, New York, New York 10021.
HANS C. MAUTNER, Director. Chairman, Trustee and Chief Executive
Officer of Corporate Property Investors, a real estate
investment company. Since January 1986, a Director of
Julius Baer Investment Management, Inc., a wholly-owned
subsidiary of Julius Baer Securities, Inc. Mr. Mautner is
also a Board member of seven other fund in the Dreyfus
Family of Funds. He is 57 years old and his address is 305
East 47th Street, New York, New York 10017.
ROBIN A. SMITH, Director. Since 1993, Vice President, and from
March 1992 to October 1993, Executive Directors, of One to
One Partnership, Inc., a national non-profit organization
that seeks to promote mentoring and economic empowerment for
at-risk youths. From June 1986 to February 1992, she was an
investment banker with Goldman, Sachs & Co. She is also a
Trustee of Westover School and a Board member of the Jacobs
A. Riis Settlement House and the High/Slop Education
Research Foundation. Miss Smith is also a Board member
of seven other Fund in the Dreyfus Family of Funds. She is
31 years old and her address is 280 Park Avenue, New York,
New York 10010.
JOHN E. ZUCCOTTI, Director. President and Chief Executive
Officer of Olympia & York Companies (U.S.A.), and a member
of its Board of Directors since the inception of a Board on
July 27, 1993. From 1986 to 1990, he was a partner in
the law firm of Brown & Wood, and from 1978 to 1986, a
partner in the law firm of Tufo & Zuccotti. First Deputy
Mayor of the City of New York from December 1975 to June
1977, and Chairman of the City Planning Commission for the
City of New York from 1973 to 1975. Mr. Zuccotti is also a
Director of Empire Blue Cross & Blue Shield, Catellus
Development Corporation, a real estate development
corporation, and Starrett Housing Corporation, a construction
development and real estate management corporation. Mr
Zuccotti is also a Board member of seven other Funds in the
Dreyfus Family of Funds. He is 57 years old and his address
is 237 Park Avenue, New York, New York 10017.
For so long as the Fund's plan described in the section
captioned "Service Plan"
remains in effect, the Directors of the Fund who are not
"interested persons" of the
Fund, as defined in the Act, will be selected and nominated by
the Directors who are not
"interested persons" of the Fund.
The Fund typically pays its Directors an annual retainer and
a per meeting fee
and reimburses them for their expenses. The Chairman of the
Board receives an
additional 25% of such compensation. For the fiscal year ended
December 31, 1994, the
aggregate amount of compensation paid to each Director by the
Fund and all other funds
in The Dreyfus Family of Funds for which such person is a Board
member were as
follows:
<TABLE>
<CAPTION> (5)
(3) Total
(2) Pension or (4) Compensation from
(1) Aggregate Retirement Benefits Estimated Annual Fund and Fund
Name of Board Compensation from Accrued as Part of Benefits Upon Complex Paid to
Member Fund<F1> Fund's Expenses Retirement Board Member
<S> <C> <C> <C> <C>
David W. Burke $ 884 none none $27,898
Hodding Carter, III $4,250 none none $33,625
Joseph S. DiMartino<F2> - none none -
Ehud Houminer $1,521 none none $25,701
Richard C. Leone $4,250 none none $33,125
Hans C. Mautner $3,750 none none $33,625
Robin A. Smith<F2> - none none -
John E. Zuccotti $4,250 none none $33,625
</TABLE>
_______________
<F1> Amount does not include reimbursed expenses for attending
Board meetings, which amounted to $410 for all
Directors as a group.
<F2> Estimated amounts for the current fiscal year ending
December 31, 1995.
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President and Chief
Operating Officer of the Distributor and an officer of other
investment companies advised or administered by the Manager.
From December 1991 to July 1994, she was President and Chief
Compliance Officer of Funds Distributor, Inc., a wholly-
owned subsidiary of The Boston Company, Inc. Prior to
December 1991, she served as Vice President and Controller,
and later as Senior Vice President, of The Boston Company
Advisors, Inc. She is 37 years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice
President and General Counsel of the Distributor and an
officer of other investment companies advised or
administered by the Manager. From February 1992 to July
1994, he served as Counsel for The Boston Company Advisors,
Inc. From August 1990 to February 1992, he was employed as
an Associate at Ropes & Gray, and prior to August 1990, he
was employed as an Associate at Sidley & Austin. He is 30
years old.
ERIC B. FISCHMAN, Vice President and Assistant Secretary.
Associate General Counsel of the Distributor and an officer
of other investment companies advised or administered by the
Manager. From September 1992 to August 1994, he was
an attorney with the Board of Governors of the Federal
Reserve System. He is 30 years old.
FREDERICK C. DEY, Vice President and Assistant Treasurer. Senior
Vice President of the Distributor and an officer of other
investment companies advised or administered by the Manager.
From 1988 to August 1994, he was Manager of the High
Performance Fabric Division of Springs Industries Inc.
He is 33 years old.
JOSEPH S. TOWER,III, Assistant Treasurer. Senior Vice President,
Treasurer and Chief Financial Officer of the Distributor and
an officer of other investment companies advised or
administered by the Manager. From July 1988 to August
1994, he was employed by The Boston Company, Inc. where he
held various management positions in the Corporate Finance
and Treasury areas. He is 32 years old.
JOHN J. PYBURN, Assistant Treasurer. Vice President of the
Distributor and an officer of other investment companies
advised or administered by the Manager. From 1984 to July
1994, he was Assistant Vice President in the Mutual Fund
Accounting Department of the Manager. He is 59 years old.
PAUL FURCINITO, Assistant Secretary. Assistant Vice President of
the Distributor and an officer of other investment companies
advised or administered by the Manager. From January 1992
to July 1994, he was a Senior Legal Product Manager and,
from January 1990 to January 1992, he was mutual fund
accountant, for The Boston Company Advisors, Inc. He is 28
years old.
RUTH D. LEIBERT, Assistant Secretary. Assistant Vice President
of the Distributor and an officer of other investment
companies advised or administered by the Manager. From
March 1992 to July 1994, she was a Compliance Officer for
The Manager's Funds, a registered investment company. From
March 1990 until September 1991, she was Development
Director of The Rockland Center for the Arts and, prior
thereto, was employed as a Research Assistant for the Bureau
of National Affairs. She is 50 years old.
The address of all officers of the Fund is 200 Park Avenue,
New York, New York 10166.
The following persons are known by the Fund to own of record
or beneficially 5%
or more of the Fund's outstanding voting securities as of
February 7, 1995: Charles
Schwab & Co Inc. was the beneficial owner of 8.90% of the Fund's
outstanding shares.
A shareholder who beneficially owns, directly or indirectly, more
than 25% of the Fund's
voting securities may be deemed a "control person" (as defined in
the Act) of the Fund.
Directors and officers of the Fund, as a group, owned less
than 1% of the Fund's
shares of common stock outstanding on February 7, 1995.
MANAGEMENT AGREEMENT
The following information supplements and should be read in
conjunction with the
section in the Fund's Prospectus entitled "Management of the
Fund."
The Manager provides management services pursuant to the
Management
Agreement (the "Agreement") dated August 24, 1994 with the Fund,
which is subject to
annual approval by (i) the Fund's Board of Directors or (ii) vote
of a majority (as
defined in the Act) of the outstanding voting securities of the
Fund, provided that in
either event its continuance also is approved by a majority of
the Directors who are not
"interested persons" (as defined in the Act) of the Fund or the
Manager, by vote cast in
person at a meeting called for the purpose of voting on such
approval. The Agreement
was approved by shareholders on August 4, 1994, and was last
approved by the Fund's
Board of Directors, including a majority of the Directors who are
not "interested persons"
of any party to the Agreement, at a meeting held on October 24,
1994. The Agreement
is terminable without penalty, on not more than 60 days' notice,
by the Fund's Board of
Directors or by vote of the holders of a majority of the Fund's
outstanding voting shares,
or, on not less than 90 days' notice, by the Manager. The
Agreement will terminate
automatically in the event of its assignment (as defined in the
Act).
The following persons are officers and/or directors of the
Manager: Howard
Stein, Chairman of the Board and Chief Executive Officer; W.
Keith Smith, Vice
Chairman of the Board of Directors; Robert E. Riley, President,
Chief Operating Officer
and a director; Lawrence S. Kash, Vice Chairman--Distribution and
a 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 and Secretary; Jeffrey N.
Nachman, Vice
President--Mutual Fund Accounting; Diane Coffey, Vice
President--Corporate
Communications; Philip L. Toia, Vice Chairman--Operations and
Administration;
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.
The Manager manages the Fund's portfolio of investments in
accordance with the
stated policies of the Fund, subject to the approval of the
Fund's Board of Directors.
The Manager is responsible for investment decisions, and provides
the Fund with
portfolio managers who are authorized by the Board of Directors
to execute purchases
and sales of securities. The Fund's portfolio managers are
Thomas A. Frank, Elaine
Rees and Howard Stein. The Manager also maintains a research
department with a
professional staff of portfolio managers and securities analysts
who provide research
services for the Fund as well as for other funds advised by the
Manager. All purchases
and sales are reported for the Board's review at the meeting
subsequent to such
transactions.
The Manager maintains office facilities on behalf of the
Fund, and furnishes
statistical and research data, clerical help, accounting, data
processing, bookkeeping and
internal auditing and certain other required services to the
Fund. The Manager also may
make such advertising and promotional expenditures using its own
resources, as it from
time to time deems appropriate.
All expenses incurred in the operation of the Fund are borne
by the Fund, except
to the extent specifically assumed by the Manager. The expenses
borne by the Fund
include: taxes, interest, brokerage fees and commissions, if
any, fees of Directors who
are not officers, directors, employees or holders of 5% or more
of the outstanding voting
securities of the Manager, Securities and Exchange Commission
fees, state Blue Sky
qualification fees, advisory fees, charges of custodians,
transfer and dividend disbursing
agents' fees, certain insurance premiums, industry association
fees, outside auditing and
legal expenses, costs of maintaining corporate existence, costs
of independent pricing
services, costs attributable to investor services (including,
without limitation, telephone
and personnel expenses), costs of shareholder reports and
corporate meetings and any
extraordinary expenses. Pursuant to the Fund's Service Plan, the
Fund bears expenses
for advertising, marketing and distributing the Fund's shares and
Servicing shareholder
accounts, and also bears the cost of preparing and printing
prospectuses and statements
of additional information and costs associated with implementing
and operating such
plan. See "Service Plan."
As compensation for the Manager's services, the Fund pays
the Manager a
monthly management fee at the annual rate of .75 of 1% of the
value of the Fund's
average daily net assets. For the fiscal years ended December
31, 1992, 1993 and 1994,
the management fees payable to the Manager amounted to
$1,545,132, $2,115,726 and
$2,798,513, respectively.
The Manager has agreed that if in any fiscal year the
aggregate expenses of the
Fund, exclusive of taxes, brokerage, interest on borrowings and
(with the prior written
consent of the necessary state securities commissions)
extraordinary expenses, but
including the management fee, exceed 1 1/2% the average value of the
Fund's net assets for
the fiscal year, the Fund may deduct from the payment to be made
to the Manager
under the Agreement, or the Manager will bear, such excess
expense. Such deduction or
payment, if any, will be estimated daily, reconciled and effected
or paid, as the case may
be, on a monthly basis.
The aggregate of the fees payable to the Manager is not
subject to reduction as
the value of the Fund's net assets increases.
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. Dreyfus 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 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 Fund 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 in
which the account is closed or during the following calendar
year, provided the
information on the old Account Application is still applicable.
SERVICE PLAN
The following information supplements and should be read in
conjunction with the
section in the Fund's Prospectus entitled "Service Plan."
Rule 12b-1 (the "Rule") adopted by the Securities and
Exchange Commission
under the Act provides, among other things, that an investment
company may bear
expenses of distributing its shares only pursuant to a plan
adopted in accordance with the
Rule. The Fund's Board of Directors has adopted such a plan (the
"Plan"), pursuant to
which the Fund (a) reimburses the Distributor for payments to
certain financial
institutions (which may include banks), securities dealers and
other financial industry
professionals (collectively, "Service Agents") for distributing
the Fund's shares and
servicing shareholder accounts ("servicing") and (b) pays the
Manager, Dreyfus Service
Corporation and any affiliates of either of them (collectively,
"Dreyfus") for advertising
and marketing relating to the Fund and for Servicing. The Fund's
Board of Directors
believes that there is a reasonable likelihood that the Plan will
benefit the Fund and its
shareholders. In some states, banks or other financial
institutions effecting transactions
in Fund shares may be required to register as dealers pursuant to
state law.
A quarterly report of the amounts expended under the Plan,
and the purposes for
which such expenditures were incurred, must be made to the Board
of Directors for its
review. In addition, the Plan provides that it may not be
amended to increase materially
the costs which the Fund may bear for distribution pursuant to
the Plan without
shareholder approval and that other material amendments of the
Plan must be approved
by the Board of Directors, and by the Directors who are not
"interested persons" (as
defined in the Act) of the Fund and have no direct or indirect
financial interest in the
operation of the Plan or in the related service agreements, by
vote cast in person at a
meeting called for the purpose of considering such amendments.
The Plan and the re-
lated service agreements are subject to annual approval by such
vote of the Directors
cast in person at a meeting called for the purpose of voting on
the Plan. The Plan was
last approved by the Board of Directors at a meeting held on
October 24, 1994. The
Plan may be terminated at any time by vote of a majority of the
Directors who are not
"interested persons" and have no direct or indirect financial
interest in the operation of
the Plan or in any of the related service agreements or by vote
of a majority of the
Fund's shares. Any service agreement may be terminated without
penalty, at any time,
by such vote of the Directors or, upon not more than 60 days'
written notice to the
Service Agent, by vote of the holders of a majority of the Fund's
shares, or, upon 15
days' written notice, by the Distributor. Each service agreement
will terminate
automatically in the event of its assignment (as defined in the
Act).
Under the Plan, for the period ended August 24, 1994 through
December 31,
1994, the total amount payable by the Fund was $368,767 of which
$326,042 was payable
to Dreyfus Service Corporation for advertising and marketing and
for servicing
shareholder accounts, $26,646 was reimbursed to the Distributor
for payments made to
Service Agents and $16,079 was payable by the Fund for preparing,
printing and
distributing prospectuses and statements of additional
information and for costs
associated with implementing and operating the Plan.
Prior Service Plan. As of August 24, 1994 the Fund
terminated its then existing
Service Plan, which provided for payments to be made to Dreyfus
service Corporation, a
wholly-owned subsidiary of the Manager and the Fund's distributor
prior to such date, for
advertising, marketing and distributing Fund shares at an annual
rate of .25%. For the
period January 1, 1994 through August 23, 1994, the total amount
charged to the Fund
under such Plan was $610,176 of which $580,149 was charged for
advertising, marketing
and servicing the Fund's shares, $40,023 of this amount was paid
to Service Agents by the
Dreyfus Service Corporation and $30,027 was charged for
preparing, printing and
distributing prospectuses and statements of additional
information and operating the
Plan, of which $30,027 was reimbursed pursuant to an undertaking
by the Manger in
effect during the period.
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."
Redemption Fee. A 1% redemption fee will be charged upon
the redemption of
Fund shares (including redemptions through use of the Exchange
Privilege) where the
redemption or exchange occurs within a six-month period following
the issuance of such
shares. For purposes of computing the six-month period, any
issuance of Fund shares
during a month will be deemed to occur on the first day of such
month. The redemption
fee will be deducted from redemption proceeds and retained by the
Fund. For the fiscal
year ended December 31, 1994, the Fund received $158,124 in
redemption fees.
No redemption fee will be charged upon the redemption of
shares through the
Fund's Automatic Withdrawal Plan or Dreyfus Auto-Exchange
Privilege or through
omnibus accounts for various retirement plans. Further, no
redemption fee will be
charged upon the redemption of Fund shares acquired through
reinvestment of dividends
or distributions, nor will a redemption fee be charged to pay
fees imposed for various
Fund services. This redemption fee may be waived, modified or
discontinued at any time
or from time to time.
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 acting on the investor's behalf, and reasonably
believed by the Transfer
Agent to be genuine. Ordinarily, the Fund will initiate payment
for shares redeemed
pursuant to the Privilege on the next business day after receipt
by the Transfer Agent of
a 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
borne by the investor. Immediate notification by the
correspondent bank to the
investor's bank is necessary to avoid a delay in crediting the
funds to the investor's bank
account.
Investors with access to telegraphic equipment may wire
redemption requests to
the Transfer Agent by employing the following transmittal code
which may be used for
domestic or overseas transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic
equipment may have the
wire transmitted by contacting a TRT Cables operator at
1-800-654-7171, toll free.
Investors should advise the operator that the above transmittal
code must be used and
should also inform the operator of the Transfer Agent's answer
back sign.
To change the commercial bank or account designated to
receive redemption
proceeds, a written request must be sent to the Transfer Agent.
This request must be
signed by each shareholder, with each signature guaranteed as
described below under
"Stock Certificates; Signatures."
Dreyfus TeleTransfer Privilege. Investors should be aware
that if they have also
selected the Dreyfus TeleTransfer Privilege, any request for a
wire redemption will be
effected as a Dreyfus TeleTransfer transaction through the
Automated Clearing House
("ACH") system unless more prompt transmittal specifically is
requested. Redemption
proceeds will be on deposit in the investor's account at an ACH
member bank ordinarily
two business days after receipt of the redemption request. See
"Purchase of Fund
Shares--Dreyfus TeleTransfer Privilege."
Stock Certificates; Signatures. Any stock certificates
representing Fund shares to
be redeemed must be submitted with the redemption request.
Written redemption
requests must be signed by each shareholder, including each owner
of a joint account,
and each signature must be guaranteed. Signatures on endorsed
certificates submitted
for redemption also must be guaranteed. The Transfer Agent has
adopted standards and
procedures pursuant to which signature-guarantees in proper form
generally will be
accepted from domestic banks, brokers, dealers, credit unions,
national securities
exchanges, registered securities associations, clearing agencies
and savings associations, as
well as from participants in the New York Stock Exchange
Medallion Signature Program,
the Securities Transfer Agents Medallion Program ("STAMP") and
the Stock Exchanges
Medallion Program. Guarantees must be signed by an authorized
signatory of the
guarantor and "Signature-Guaranteed" 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.
Redemption Commitment. The Fund has committed itself to pay
in cash all
redemption requests by any shareholder of record, limited in
amount during any 90-day
period to the lesser of $250,000 or 1% of the value of the Fund's
net assets at the
beginning of such period. Such commitment is irrevocable without
the prior approval of
the Securities and Exchange Commission. In the case of requests
for redemption in
excess of such amount, the Board of Directors reserves the right
to make payments in
whole or part in securities or other assets of the Fund in case
of an emergency or any
time a cash distribution would impair the liquidity of the Fund
to the detriment of the
existing shareholders. In such event, the securities would be
valued in the same manner
as the 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 New York
Stock Exchange 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 Securities and Exchange Commission so that
disposal of the Fund's
investments or determination of its net asset value is not
reasonably practicable, or (c)
for such other periods as the Securities and Exchange Commission
by order may permit
to protect the Fund's shareholders.
SHAREHOLDER SERVICES
The following information supplements and should be read in
conjunction with the
section in the Fund's Prospectus entitled "Shareholder Services."
Fund Exchanges. A 1% redemption fee will be charged upon an
exchange of
Fund shares where the exchange occurs within a six-month period
following the issuance
of such shares. Shares of other funds purchased by exchange,
will be purchased on the
basis of relative net asset value per share as follows:
A. Exchanges for shares of funds that are offered without
a sales load will be made without a sales load.
B. Shares of funds purchased without a sales load may be
exchanged for shares of other funds sold with a sales
load, and the applicable sales load will be deducted.
C. Shares of funds purchased with a sales load may be
exchanged without a sales load for shares of other
funds sold without a sales load.
D. Shares of funds purchased with a sales load, shares of
funds acquired by a previous exchange from shares
purchased with a sales load and additional
shares acquired through reinvestment of dividends or
distributions of any such funds (collectively referred
to herein as "Purchased Shares") may be exchanged for
shares of other funds sold with a sales load (referred
to herein as "Offered Shares"), provided that, if the
sales load applicable to the Offered Shares exceeds the
maximum sales load that could have been imposed in
connection with the Purchased Shares (at the time the
Purchased Shares were acquired), without giving effect
to any reduced loads, the difference will be deducted.
To accomplish an exchange under item D above, shareholders
must notify the
Transfer Agent of their prior ownership of fund shares and their
account number.
To request an exchange, an investor or the investor's
Service Agent acting on the
investor's behalf must give exchange instructions to the Transfer
Agent in writing, or by
telephone. The ability to issue exchange instructions by
telephone is given to all Fund
shareholders automatically, unless the investor checks the
applicable "NO" box on the
Account Application, indicating that the investor specifically
refuses this Privilege. By
using the Telephone Exchange Privilege, the investor authorizes
the Transfer Agent to
act on telephonic instructions from any person representing
himself or herself to be the
investor or a representative of the investor's Service Agent, and
reasonably believed by
the Transfer Agent to be genuine. Telephone exchanges may be
subject to limitations as
to the amount involved or the number of telephone exchanges
permitted. Shares issued
in certificate form are not eligible for telephone exchange.
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 IRA's set up under a Simplified Employee Pension Plan
("SEP-IRAs") with only
one participant, the minimum initial investment is $750. To
exchange shares held in
Corporate Plans, 403(b)(7) Plans and SEP-IRAs with more than one
participant, the
minimum initial investment is $100 if the plan has at least
$2,500 invested among the
funds in the Dreyfus Family of Funds. To exchange shares held in
Personal Retirement
Plans, the shares exchanged must have a current value of at least
$100.
Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange
Privilege permits an
investor to purchase, in exchange for shares of the Fund, shares
of another fund in the
Dreyfus Family of Funds. This Privilege is available only for
existing accounts. 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
his account falls below the amount designated to be exchanged
under this Privilege. In
this case, an investor's account will fall to zero unless
additional investments are made in
excess of the designated amount prior to the next Auto-Exchange
transaction. Shares
held under IRA and other retirement plans are eligible for this
Privilege. Exchanges of
IRA shares may be made between IRA accounts and from regular
accounts to IRA
accounts, but not from IRA accounts to regular accounts. With
respect to all other
retirement accounts, exchanges may be made only among those
accounts.
Fund Exchanges and the 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
by calling 1-800-645-6561. The Fund reserves the right to reject
any exchange request in
whole or in part. The Fund Exchanges service or the Dreyfus
Auto-Exchange Privilege
may be modified or terminated at any time upon notice to
shareholders.
Automatic Withdrawal Plan. The Automatic Withdrawal Plan
permits an investor
with a $5,000 minimum account to request withdrawal of a
specified dollar amount
(minimum of $50) on either a monthly or quarterly basis.
Withdrawal payments are the
proceeds from sales of Fund shares, not the yield on the shares.
If withdrawal payments
exceed reinvested dividends and distributions, the investor's
shares will be reduced and
eventually may be depleted. 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 stock certificates have been
issued may not be
redeemed through the Automatic Withdrawal Plan.
Dreyfus Dividend Sweep. Dreyfus Dividend Sweep allows
investors to invest on
their payment date the dividends or dividends and capital gain
distributions, if any, from
the Fund in shares of another fund in the Dreyfus Family of Funds
of which the investor
is a shareholder. Shares of other funds purchased pursuant to
this privilege will be
purchased on the basis of relative net asset value per share as
follows:
A. Dividends and distributions paid by a fund may be
invested without imposition of a sales load in shares
of other funds that are offered without a sales load.
B. Dividends and distributions paid by a fund which does
not charge a sales load may be invested in shares of
other funds sold with a sales load, and the applicable
sales load will be deducted.
C. Dividends and distributions paid by a fund which
charges a sales load may be invested in shares of other
funds sold with a sales load (referred to herein as
"Offered Shares"), provided that, if the sales load
applicable to the Offered Shares exceeds the maximum
sales load charged by the fund from which dividends or
distributions are being swept, without giving effect
to any reduced loads, the difference will be deducted.
D. Dividends and distributions paid by a fund may be
invested in shares of other funds that impose a
contingent deferred sales charge ("CDSC") and
the applicable CDSC, if any, will be imposed upon
redemption of such shares.
Corporate Pension/Profit-Sharing and Personal Retirement
Plans. The Fund
makes available to corporations a variety of prototype pension
and profit-sharing plans
including a 401(k) Salary Reduction Plan. In addition, the Fund
makes available Keogh
Plans, IRAs, including SEP-IRAs, and IRA "Rollover Accounts," and
403(b)(7) Plans.
Plan support services are also available. Investors can obtain
details, on the various
plans by calling toll free the following numbers: for Keogh
Plans, please call 1-800-358-
5566; for IRAs and IRA "Rollover Accounts," please call
1-800-645-6561; and for SEP-
IRAs, 401(k) Salary Reduction Plans and 403(b)(7) Plans, please
call 1-800-322-7880.
Investors who wish to purchase Fund shares in conjunction
with a Keogh Plan, a
403(b)(7) Plan or an IRA, including a SEP-IRA, may request from
the Distributor forms
for adoption of such plans.
The entity acting as custodian for Keogh Plans, 403(b)(7)
Plans or IRAs may
charge a fee, payment of which could require the liquidation of
shares. All fees charged
are described in the appropriate form.
Shares may be purchased in connection with these plans only
by direct remittance
to the entity acting as custodian. Purchases for these plans may
not be made in advance
of receipt of funds.
The minimum initial investment for corporate plans, Salary
Reduction Plans,
403(b)(7) Plans and SEP-IRAs, with more than one participant, is
$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 also may 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 as to 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."
Valuation of Portfolio Securities. Portfolio securities,
including covered call
options written, are valued at the last sale price on the
securities exchange or national
securities market on which such securities primarily are traded.
Securities not listed on
an exchange or national securities market, or securities in which
there were no
transactions, are valued at the average of the most recent bid
and asked prices. Bid
price is used when no asked price is available. Short-term
investments are carried at
amortized cost, which approximates value. Market quotations for
foreign securities in
foreign currencies are translated into U.S. dollars at the
prevailing rates of exchange.
Any securities or other assets for which recent market quotations
are not readily
available are valued at fair value as determined in good faith by
the Board of Directors.
Expenses and fees, including the management fee and fees under
the Service Plan, are
accrued daily and taken into account for the purpose of
determining the net asset value
of Fund shares.
New York Stock Exchange Closings. The holidays (as
observed) on which the
New York Stock Exchange is closed currently are: New Year's Day,
Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and
Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in
conjunction with the
section in the Fund's Prospectus entitled "Dividends,
Distributions and Taxes."
Management believes that the Fund qualified as a "regulated
investment company"
under the Internal Revenue Code of 1986, as amended (the "Code"),
for the fiscal year
ended December 31, 1994 and the Fund intends to continue to so
qualify if such
qualification is in the best interests of its shareholders. As a
regulated investment
company, the Fund will not be subject to Federal income tax on
net investment income
and net realized capital gains to the extent that such income and
gains are distributed to
shareholders. To qualify as a regulated investment company, the
Fund must distribute at
least 90% of its net income (consisting of net investment income
and net short-term
capital gain) to its shareholders, must derive less than 30% of
its annual gross income
from gain on the sale of securities held for less than three
months, and 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, and in
the utilization of certain of
the investment techniques described in the Prospectus under
"Description of the
Fund--Investment Techniques." The Code, however, allows the Fund
to net certain
offsetting positions making it easier for the Fund to satisfy the
30% test. The term
"regulated investment company" does not imply the supervision of
management or
investment practices or policies by any government agency.
Any dividend or distribution paid shortly after an
investor's purchase may have
the effect of reducing the aggregate net asset value of his
shares below the cost of his
investment. Such a dividend or distribution would be a return on
investment in an
economic sense, although taxable as stated above. In addition,
the Code provides that if
a shareholder holds shares of the Fund for six months or less and
has received a capital
gain distribution with respect to such shares, any loss incurred
on the sale of such shares
will be treated as long-term capital loss to the extent of the
capital gain distribution
received.
Depending on the composition of the Fund's income, all or a
portion of the
dividends paid by the Fund from net investment income may qualify
for the dividends
received deduction allowable to certain U.S. corporate
shareholders ("dividends received
deduction"). In general, dividend income of the Fund distributed
to qualifying corporate
shareholders will be eligible for the dividends received
deduction only to the extent that
(i) the Fund's income consists of dividends paid by U.S.
corporations and (ii) the Fund
would have been entitled to the dividends received deduction with
respect to such
dividend income if the Fund were not a regulated investment
company. The dividends
received deduction for qualifying corporate shareholders may be
further reduced if the
shares of the Fund held by them with respect to which dividends
are received are treated
as debt-financed or deemed to have been held for less than 46
days. In addition, the
Code provides other limitations with respect to the ability of a
qualifying corporate
shareholder to claim the dividends received deduction in
connection with holding Fund
shares.
Ordinarily, gains and losses realized from portfolio
transactions will be treated as
capital gains or losses. However, a portion of the gain or loss
realized from the
disposition of non-U.S. dollar denominated securities (including
debt instruments, certain
forward currency exchange contracts and options, 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 under Section 1276.
Finally, all or a portion of
the gain realized from engaging in "conversion transactions" may
be treated as ordinary
income under Section 1258. "Conversion transactions" are defined
to include certain
forward, futures, options 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 the Fund
realizes from certain
options transactions other than those taxed under Section 988 of
the Code, will be
treated as 60% long-term capital gain or loss and 40% short-term
capital gain or loss.
Gain or loss will arise upon exercise or lapse of such forward
currency exchange
contracts or options as well as from closing transactions. In
addition, any such forwards
or options remaining unexercised at the end of the Fund's taxable
year will be treated as
sold for their then fair market value, resulting in additional
gain or loss to the Fund
characterized in the manner described above.
Offsetting positions held by the Fund involving certain
forwards or options may
be considered, for tax purposes, to constitute "straddles."
"Straddles" are defined
to include "offsetting positions" in actively traded personal
property. The tax
treatment of "straddles" is governed by Sections 1092 and 1258 of
the Code, which, in
certain circumstances, overrides or modifies the provisions of
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 as ordinary
income. If a Fund were
treated as entering into "straddles" by reason of its engaging in
forward currency
exchange contracts or options transactions, such "straddles"
could be characterized as
"mixed straddles" if the forward contracts or options
transactions comprising a part of
such "straddles" were governed by Section 1256 of the Code. The
Fund may make one
or more elections with respect to "mixed straddles." If no
election is made, to the extent
the "straddle" rules apply to positions established by the Fund,
losses realized by the
Fund will be deferred to the extent of unrealized gain in the
offsetting position.
Moreover, as a result of the "straddle" rules, short-term capital
loss on "straddle" and
conversion transactions positions may be recharacterized as
long-term capital loss, and
long-term capital gain may be treated as short-term capital gain
or ordinary income.
PORTFOLIO TRANSACTIONS
The Manager supervises the placing of orders on behalf of
the Fund for the
purchase or sale of portfolio securities. Allocation of
brokerage transactions, including
their frequency, is made in the best judgment of the Manager and
in a manner deemed
fair and reasonable to shareholders. The primary consideration
is prompt execution of
orders at the most favorable net price. Subject to this
consideration, the brokers selected
will include those that supplement the Manager's research
facilities with statistical data,
investment information, economic facts and opinions. Information
so received is in
addition to and not in lieu of services required to be performed
by the Manager and the
Manager's fee is not reduced as a consequence of the receipt of
such supplemental
information. Such information may be useful to the Manager in
serving both the Fund
and other funds which it manages and, conversely, supplemental
information obtained by
the placement of business of other clients may be useful to the
Manager in carrying out
its obligations to the Fund. Brokers also will be selected
because of their ability to
handle special executions such as are involved in large block
trades or broad
distributions, provided the primary consideration is met. Large
block trades may, in
certain cases, result from two or more funds in the Dreyfus
Family of Funds being
engaged simultaneously in the purchase or sale of the same
security. Certain of the
Fund's transactions in securities of foreign issuers may not
benefit from the negotiated
commission rates available to the Fund for transactions in
securities of domestic issuers.
When transactions are executed in the over-the-counter market,
the Fund will deal with
the primary market makers unless a more favorable price or
execution otherwise is
obtainable.
Portfolio turnover may vary from year to year, as well as
within a year. It is
anticipated that in any fiscal year the turnover rate may exceed
100%. Higher turnover
rates are likely to result in comparatively greater brokerage
commissions. The overall
reasonableness of brokerage commissions paid is evaluated by the
Manager based upon
its knowledge of available information as to the general level of
commissions paid by
other institutional investors for comparable services. In
connection with its portfolio
securities transactions for the fiscal years ending 1992, 1993
and 1994, the Fund paid brokerage commissions of $641,934,
$967,496 and $1,060,625,
respectively, none of which
was paid to the Distributor. The increase in commissions paid by
the Fund from 1992 to
1994 is due to an increase in the Fund's assets and in the volume
of trading. The above
figures for brokerage commissions paid do not include gross
spreads and concessions on
principal transactions, which, where determinable, amounted to
$2,683,993, $5,062,441
and $2,322,853 in 1992, 1993 and 1994, respectively, none of
which was paid to the
Distributor.
PERFORMANCE INFORMATION
The following information supplements and should be read in
conjunction with the
section in the Fund's Prospectus entitled "Performance
Information."
The Fund's average annual total return for the 1, 5 and
9.923 year periods ended
December 31, 1994, was -.15%, 10.39% and 14.40%, respectively.
Average annual total
return is calculated by determining the ending redeemable value
of an investment
purchased with a hypothetical $1,000 payment made at the
beginning of the period
(assuming the reinvestment of dividends and distributions),
dividing by the amount of the
initial investment, taking the "n"th root of the quotient (where
"n" is the number of years
in the period) and subtracting 1 from the result.
The Fund's total return for the period January 29, 1985 to
December 31, 1994 was
280.13%. 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
distributions during the period), and dividing the result by the
net asset value per share
at the beginning of the period. From time to time, advertising
materials for the Fund
may refer to Morningstar ratings and related analysis supporting
such ratings.
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 and nonassessable. Fund
shares are of one class
and have equal rights as to dividends and in liquidation. Shares
have no preemptive,
subscription or conversion rights and are freely transferable.
The Fund sends annual and semi-annual financial statements
to all its
shareholders.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT,
COUNSEL AND INDEPENDENT AUDITORS
The Bank of New York, 110 Washington Street, New York, New
York 10286, 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. Neither The Bank of New York nor
The Shareholder
Services Group, Inc. has any part in determining the investment
policies of the Fund or
which portfolio securities are to be purchased or sold by the
Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New
York
10004-2696, as counsel for the Fund, has rendered its opinion as
to certain legal matters
regarding the due authorization and valid issuance of the shares
of Common Stock being
sold pursuant to the Fund's Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York
10019, independent auditors, have been selected as independent
auditors of the Fund.
<PAGE>
<TABLE>
DREYFUS NEW LEADERS FUND, INC. DECEMBER 31, 1994
STATEMENT OF INVESTMENTS
<CAPTION>
COMMON STOCKS--85.5% SHARES VALUE
-------------- --------------
<S> <C> <C> <C>
CONSUMER
NON-DURABLE--6.6% Bush Boake Allen......................... 260,000 $ 7,020,000
Canandaigua Wine, Cl. A .............(a) 165,000 6,270,000
Dr. Pepper/Seven-Up Cos..............(a) 125,000 3,203,125
Eskimo Pie...........................(b) 185,000 3,468,750
IBP.................................. 90,000 2,722,500
Norton McNaughton...................... 200,000 3,050,000
--------------
25,734,375
--------------
CONSUMER SERVICES--1.3% Individual Investor Group.......(a,b,c) 307,692 874,999
Goldwyn (Samuel)............ (a) 125,000 812,500
Hammons (John Q.) Hotels, Cl. A ....... 175,000 2,450,000
Savoy Pictures Entertainment.........(a) 150,000 975,000
--------------
5,112,499
--------------
ENERGY--8.7% Arakis Energy...................(a) 50,000 200,000
Cairn Energy USA.................(a) 347,500 2,823,438
Coda Energy......................(a) 650,000 3,900,000
Dreco Energy Services, Cl. A......(a,b) 430,000 3,278,750
Dual Drilling.....................(a) 300,000 2,550,000
Energy Ventures...................(a) 70,000 848,750
Foreland..........................(a) 450,000 900,000
Global Industries.................(a) 170,000 3,888,750
ICO................................... 280,000 1,050,000
International Colin Energy.........(a) 500,000 3,437,500
Maverick Tube......................(a) 175,000 1,618,750
Parker & Parsley Petroleum............. 165,000 3,382,500
Trident NGL Holdings................... 425,000 4,462,500
Unit................................(a) 602,500 1,807,500
--------------
34,148,438
--------------
FINANCIAL--14.5% American Eagle Group................... 245,000 2,051,875
Baldwin & Lyons, Cl. B (non voting).... 275,000 4,056,250
Chittenden............................. 110,000 2,282,500
City National.......................... 66,000 701,250
Colonial BancGroup, Cl. A.............. 125,000 2,468,750
Commercial Net Lease Realty............ 90,000 1,102,500
Crescent Real Estate Equities.......... 150,000 4,068,750
Dime Bancorp.........................(a) 300,000 2,325,000
Equitable of Iowa...................... 135,000 3,813,750
Executive Risk......................... 230,000 3,277,500
FirstFed Michigan...................... 100,000 2,050,000
Fremont General........................ 150,000 3,506,250
Guaranty National...................... 135,000 2,480,625
Hibernia, Cl. A ....................... 375,000 2,906,250
Merchants Group........................ 109,500 1,656,188
Midland Financial Group................ 60,000 885,000
National Re............................ 123,500 3,241,875
Presidential Life...................... 500,000 $ 2,625,000
Sizeler Property Investors............. 220,000 2,310,000
Synovus Financial...................... 150,000 2,718,750
Trenwick Group......................... 67,500 2,860,312
Wellsford Residential Property Trust... 75,000 1,575,000
Western National....................... 150,000 1,931,250
--------------
56,894,625
--------------
HEALTH CARE--13.6% Advantage Health.......................(a) 111,500 3,540,125
Apogee Enterprises..................... 125,000 2,187,500
Coastal Healthcare Group............. (a) 100,000 2,737,500
Community Psychiatric Centers.......... 300,000 3,300,000
Coram Healthcare..................... (a) 237,740 3,922,710
CorVel............................... (a) 170,000 4,717,500
Genesis Health Ventures.............. (a) 70,000 2,213,750
Homedco Group........................ (a) 80,000 3,010,000
Horizon Healthcare................... (a) 192,500 5,390,000
Lincare Holdings..................... (a) 95,000 2,755,000
National Health Laboratories Holdings.. 200,000 2,650,000
Noven Pharmaceuticals................ (a) 75,000 928,125
Physician Sales & Service.............. 125,000 1,984,375
Ramsay Health Care................... (a) 290,000 1,885,000
Scherer (R.P.)....................... (a) 100,000 4,537,500
Sterile Concepts Holdings.............. 220,000 3,520,000
Universal Health Services, Cl. B .... (a) 170,000 4,165,000
--------------
53,444,085
--------------
INDUSTRIAL SERVICES--2.0% CBI Industries................... 100,000 2,562,500
EnSys Environmental Products.....(a) 250,000 1,000,000
Jacobs Engineering Group..........(a) 175,000 3,237,500
Kaiser Resources..................(a) 164,500 1,028,125
--------------
7,828,125
--------------
NON-ENERGY MINERALS--2.2% Cleveland-Cliffs...................... 100,000 3,700,000
Huntco, Cl. A ......................... 120,000 2,640,000
IMCO Recycling......................... 157,500 2,382,188
--------------
8,722,188
--------------
PROCESS INDUSTRIES--10.4% Airgas.............................(a) 105,000 2,231,250
Albany International, Cl. A............ 225,000 4,331,250
Cominco Fertilizers.................... 110,000 2,491,084
Crompton & Knowles..................... 120,000 1,980,000
Cytec Industries.....................(a) 65,000 2,535,000
Ferro.................................. 250,000 5,968,750
Lilly Industries, Cl. A................ 135,000 1,890,000
Longview Fibre........................ 210,000 3,307,500
Mosinee Paper.......................... 135,000 3,493,125
OM Group............................... 150,000 3,600,000
Precision Castparts................... 190,000 3,847,500
PROCESS INDUSTRIES (CONTINUED) Schulman (A.)................... 190,000 $ 5,225,000
--------------
40,900,459
--------------
PRODUCER MANUFACTURING--9.1% Applied Power, Cl. A............ 150,000 3,806,250
BW/IP.......................... 190,000 3,253,750
Cascade......................... 105,000 2,493,750
Flair.......................... 182,500 3,467,500
Greenfield Industries.......... 100,000 2,400,000
Littelfuse.................(a) 95,000 2,778,750
Manitowoc...................... 135,000 2,919,375
Moorco International........... 190,000 2,802,500
Newcor......................... 117,000 877,500
Nordson....................... 50,000 3,000,000
Rohr Industries...............(a) 350,000 3,631,250
Roper Industries................. 165,000 4,166,250
--------------
35,596,875
--------------
RETAIL TRADE--2.4% Au Bon Pain, Cl. A ....................(a) 275,000 4,400,000
Talbots................................ 135,000 4,218,750
Vons Cos............................. (a) 50,000 900,000
--------------
9,518,750
--------------
TECHNOLOGY--11.8% CIDCO.............................. 135,000 3,915,000
Gerber Scientific...................... 125,000 1,625,000
Glenayre Technologies................(a) 90,000 5,197,500
Informix.............................(a) 125,000 4,015,625
IntelCom Group.......................(a) 142,000 1,881,500
International Rectifier..............(a) 225,000 5,456,250
LSI Logic............................(a) 60,000 2,422,500
Maxim Integrated Products............(a) 65,000 2,275,000
Medicus Systems........................ 110,000 1,732,500
Sierra On-Line.......................(a) 77,500 2,654,375
Spectrum Holobyte....................(a) 132,500 1,788,750
Stratus Computer.....................(a) 95,000 3,610,000
Sybase...............................(a) 75,000 3,900,000
Thermotrex...........................(a) 155,600 2,100,600
3Com.................................(a) 15,000 773,437
Xilinx...............................(a) 45,000 2,666,250
--------------
46,014,287
--------------
TRANSPORTATION--2.9% Kirby........................... (a) 180,000 3,555,000
TNT Freightways........................ 110,000 2,818,750
U.S. Delivery Systems.................. 125,000 1,718,750
Werner Enterprises..................... 130,000 3,087,500
--------------
11,180,000
--------------
TOTAL COMMON STOCKS
(cost $307,027,637).................. $335,094,706
===============
PREFERRED STOCKS--.1%
INDUSTRIAL SERVICES--.1% Separation Technologies,
Ser. A, 6%, Cum. Conv.
(cost $493,000)..................(a,c) 128,000 $ 493,000
===============
PRINCIPAL
SHORT-TERM INVESTMENTS--14.3% AMOUNT
--------------
U.S. TREASURY BILLS: 4.90%, 1/12/95........................ $ 1,558,000 $1,555,667
5.02%, 1/19/95......................... 8,038,000 8,017,825
5.08%, 1/26/95......................... 1,944,000 1,937,142
5.13%, 2/2/95.......................... 13,106,000 13,046,294
5.27%, 2/9/95.......................... 3,211,000 3,192,668
5.23%, 2/16/95......................... 805,000 799,620
5.38%, 3/16/95......................... 27,674,000 27,367,988
--------------
TOTAL SHORT-TERM INVESTMENTS
(cost $55,917,204)................... $ 55,917,204
===============
TOTAL INVESTMENTS (cost $363,437,841)...... 99.9% $391,504,910
===== =============
CASH AND RECEIVABLES (NET)............................................ .1% $ 120,528
===== =============
NET ASSETS............................................................ 100.0% $391,625,438
===== =============
</TABLE>
NOTES TO STATEMENT OF INVESTMENTS:
(a) Non-income producing.
(b) Investment in non-controlled affiliates (cost
$8,141,109)-see Note 1(d).
(c) Securities restricted as to public resale. Investments
in restricted securities, with an aggregate market value
of $1,367,999, represents approximately .3% of net
assets.
<TABLE>
<CAPTION>
ACQUISITION PURCHASE PERCENTAGE OF
ISSUER DATE PRICE NET ASSETS VALUATION*
- ------ ------------ ---------- --------------- ------------
<S> <C> <C> <C> <C>
Individual Investor Group............... 12/15/93 $3.25 .22% 30% discount
to market value
Separation Technologies, Ser. A, 6% Cum. Conv. .7/12/93, 5/10/94 3.60, 4.75 .13 Cost
</TABLE>
* The valuation of these securities has been determined in good
faith under the direction of the Board of Directors.
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
DREYFUS NEW LEADERS FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 1994
<S> <C> <C>
ASSETS:
Investments in securities, at value
(cost $363,437,841)-see statement..................................... $391,504,910
Cash............................................................. 1,476,635
Receivable for investment securities sold............................... 5,980,443
Dividends and interest receivable....................................... 296,399
Receivable for subscriptions to Common Stock............................ 17,500
Prepaid expenses........................................................ 48,365
--------------
399,324,252
LIABILITIES:
Due to The Dreyfus Corporation.......................................... $ 237,901
Due to Distributor...................................................... 81,673
Payable for investment securities purchased............................. 5,537,806
Payable for Common Stock redeemed....................................... 1,631,674
Accrued expenses........................................................ 209,760 7,698,814
------------ ------------
NET ASSETS ................................................................ 391,625,438
=============
REPRESENTED BY: Paid-in capital......................................................... $362,679,169
Accumulated undistributed investment income_net......................... 131,224
Accumulated undistributed net realized gain on investments
and foreign currency transactions..................................... 748,265
Accumulated net unrealized appreciation on investments
and foreign currency transactions..................................... 28,066,780
--------------
NET ASSETS at value applicable to 12,498,767 shares outstanding
(100 million shares of $.01 par value Common Stock authorized).......... $391,625,438
=============
NET ASSET VALUE, offering and redemption price per share
($391,625,438 / 12,498,767 shares)...................................... $31.33
======
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS NEW LEADERS FUND, INC.
STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1994
<S>
INVESTMENT INCOME:
INCOME: <C> <C>
Cash dividends:
Unaffiliated issuers (net of $3,207 foreign taxes withheld at source) $ 2,803,004
Affiliated issuers................................................ 20,662 $ 2,823,666
--------------
Interest............................................................ 2,629,366
------------
TOTAL INCOME.................................................... 5,453,032
EXPENSES:
Management fee-Note 2(a).............................................. 2,798,513
Shareholder servicing costs-Note 2(b)................................. 1,459,622
Prospectus and shareholders' reports-Note 2(b)........................ 85,979
Registration fees..................................................... 64,863
Custodian fees........................................................ 61,604
Professional fees..................................................... 39,680
Directors' fees and expenses-Note 2(c)................................ 20,686
Miscellaneous......................................................... 8,253
----------
4,539,200
Less-reimbursement of prospectus costs due to an undertaking
and reduction in expenses due to redemption fee-Note 2(b,d)....... 204,230
----------
TOTAL EXPENSES.................................................. 4,334,970
----------
INVESTMENT INCOME--NET.......................................... 1,118,062
----------
REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS:
Net realized gain on investments and foreign currency
transactions_Note 3(a):
Long transactions:
Unaffiliated issuers............................................ $ 22,763,809
Affiliated issuers.............................................. 46,344
Short sale transactions........................................... 3,510
------------
NET REALIZED GAIN................................................. 22,813,663
Net unrealized (depreciation) on investments, securities sold
short and foreign currency transactions:
Unaffiliated issuers.............................................. (25,164,245)
Affiliated issuers................................................ (742,012) (25,906,257)
-------------- -------------
NET REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS............... (3,092,594)
-------------
NET (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS...................... $ (1,974,532)
==============
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS NEW LEADERS FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31,
--------------------------------
1993 1994
---------------- --------------
<S>
OPERATIONS: <C> <C>
Investment income-net................................................... $ 549,763 $ 1,118,062
Net realized gain on investments........................................ 37,898,357 22,813,663
Net unrealized appreciation (depreciation) on investments for the year.. 5,748,297 (25,906,257)
-------------- -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS....... 44,196,417 (1,974,532)
-------------- -----------
DIVIDENDS TO SHAREHOLDERS:
From investment income-net.............................................. (527,722) (890,468)
In excess of investment income-net...................................... (96,370) --
From net realized gain on investments................................... (29,700,807) (30,527,977)
-------------- -----------
TOTAL DIVIDENDS....................................................... (30,324,899) (31,418,445)
-------------- -----------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold........................................... 131,623,999 172,304,714
Dividends reinvested.................................................... 30,068,902 30,524,402
Cost of shares redeemed................................................. (70,216,637) (116,777,211)
-------------- -----------
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS................ 91,476,264 86,051,905
-------------- -----------
TOTAL INCREASE IN NET ASSETS...................................... 105,347,782 52,658,928
NET ASSETS:
Beginning of year....................................................... 233,618,728 338,966,510
-------------- -----------
End of year [including distributions in excess of investment income-net;
($96,370) in 1993 and undistributed investment income-net; $131,224 in
1994]................................................................. $338,966,510 $391,625,438
============= ============
SHARES SHARES
-------------- ------------
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................. 3,775,179 5,091,995
Shares issued for dividends reinvested.................................. 909,723 984,236
Shares redeemed......................................................... (2,014,715) (3,509,729)
-------------- --------------
NET INCREASE IN SHARES OUTSTANDING.................................... 2,670,187 2,566,502
============= ============
See notes to financial statements.
</TABLE>
<PAGE>
DREYFUS NEW LEADERS FUND, INC.
FINANCIAL HIGHLIGHTS
Reference is made to page 4 of the Prospectus dated May 1, 1995.
See notes to financial statements.
<PAGE>
DREYFUS NEW LEADERS FUND, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of
1940 ("Act")
as a diversified open-end management investment company. Dreyfus
Service
Corporation, until August 24, 1994, acted as the distributor of
the Fund's
shares, which are sold to the public without a sales load.
Dreyfus Service
Corporation is a wholly-owned subsidiary of The Dreyfus
Corporation
("Manager"). Effective August 24, 1994, the Manager became a
direct subsidiary of Mellon Bank, N.A.
On August 24, 1994, Premier Mutual Fund Services, Inc. (the
"Distributor") was engaged as the Fund's distributor. The
Distributor,
located at One Exchange Place, Boston, Massachusetts 02109, 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.
(A) PORTFOLIO VALUATION: Investments in securities are valued
at the last
sales price on the securities exchange on which such securities
are primarily
traded or at the last sales price on the national securities
market.
Securities not listed on an exchange or the national securities
market, or
securities for which there were no transactions, are valued at
the average of
the most recent bid and asked prices, except for open short
positions, where
the asked price is used for valuation purposes. Bid price is used
when no
asked price is available. Securities for which there are no such
valuations
are valued at fair value as determined in good faith under the
direction of
the Board of Directors. Short-term investments are carried at
amortized cost,
which approximates value. Investments denominated in foreign
currencies are
translated to U.S. dollars at the prevailing rates of exchange.
(B) FOREIGN CURRENCY TRANSACTIONS: The Fund does not isolate
that portion
of the results of operations resulting from changes in foreign
exchange rates
on investments from the fluctuations arising from changes in
market prices of
securities held. Such fluctuations are included with the net
realized and
unrealized gain or loss from investments.
Reported net realized foreign exchange gains or losses arise
from sales
and maturities of short-term securities, sales of foreign
currencies,
currency gains or losses realized on securities transactions, the
difference
between the amounts of dividends, interest, and foreign
withholding taxes
recorded on the Fund's books, and the U.S. dollar equivalent of
the amounts
actually received or paid. Net unrealized foreign exchange gains
and losses
arise from changes in the value of assets and liabilities other
than
investments in securities, resulting from changes in exchange
rates.
(C) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain
and loss from
securities transactions are recorded on the identified cost
basis. Dividend
income is recognized on the ex-dividend date and interest income,
including,
where applicable, amortization of discount on investments, is
recognized on
the accrual basis.
(D) AFFILIATED ISSUERS: Issuers in which the Fund held 5% or
more of the
outstanding voting securities are defined as "affiliated" in the
Act.
(E) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the
ex-dividend
date. Dividends from investment income-net and dividends from net
realized
capital gain are normally declared and paid annually, but the
Fund may make
distributions on a more frequent basis to comply with the
distribution
requirements of the Internal Revenue Code. This may result in
distributions
that are in excess of investment income-net and net realized gain
on a fiscal
year basis. To the extent that net realized capital gain can be
offset by
capital loss carryovers, if any, it is the policy of the Fund not
to distribute such gain.
(F) FEDERAL INCOME TAXES: It is the policy of the Fund to
continue to
qualify as a regulated investment company, if such qualification
is in the
best interests of its shareholders, by complying with the
applicable
provisions of the Internal Revenue Code, and to make
distributions of taxable
income sufficient to relieve it from substantially all Federal
income and excise taxes.
NOTE 2--MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the
Manager,
the management fee is computed at the annual rate of .75 of 1% of
the average
daily value of the Fund's net assets and is payable monthly. The
Agreement
provides for an expense reimbursement from the Manager should the
Fund's
aggregate expenses, exclusive of taxes, interest on borrowings
(which, in the
view of Stroock & Stroock & Lavan, counsel to the Fund, also
contemplates
dividends on securities sold short), brokerage and extraordinary
expenses,
exceed 1 1/2% of the average value of the Fund's net assets for
any full
year. There was no expense reimbursement for the year ended
December 31, 1994.
(B) On August 4, 1994, Fund shareholders approved a revised
Service Plan
(the "Plan") pursuant to Rule 12b-1 under the Act. Pursuant to
the Plan,
effective August 24, 1994, the Fund (a) reimburses the
Distributor for
payments to certain Service Agents for distributing the Fund's
shares and
servicing shareholder accounts and (b) pays the Manager, Dreyfus
Service
Corporation or any affiliate (collectively "Dreyfus") for
advertising and
marketing relating to the Fund and servicing shareholder
accounts, at an aggregate annual rate of .25 of 1% of the value
of the Fund's average
daily net
assets. Each of the Distributor and Dreyfus may pay Service
Agents (a securities dealer, financial institution or other
industry professional) a
fee in respect of the Fund's shares owned by shareholders with
whom the
Service Agent has a servicing relationship or for whom the
Service Agent is
the dealer or holder of record. Each of the Distributor and
Dreyfus determine
the amounts to be paid to Service Agents to which it will make
payments and
the basis on which such payments are made. The Plan also
separately provides
for the Fund to bear the costs of preparing, printing and
distributing
certain of the Fund's prospectuses and statements of additional
information
and costs associated with implementing and operating the Plan,
not to exceed
the greater of $100,000 or .005 of 1% of the Fund's average daily
net assets
for any full year.
Prior to August 24, 1994, the Fund's Service Plan ("prior
Service Plan")
provided that the Fund pay Dreyfus Service Corporation at an
annual rate of
.25 of 1% of the value of the Fund's average daily net assets,
for costs and
expenses in connection with advertising, marketing and
distributing the
Fund's shares and for servicing shareholder accounts. Dreyfus
Service
Corporation made payments to one or more Service Agents based on
the value of
the Fund's shares owned by clients of the Service Agent. The
prior Service
Plan also separately provided for the Fund to bear the costs of
preparing,
printing and distributing certain of the Fund's prospectuses and
statements
of additional information and costs associated with implementing
and
operating the prior Service Plan, not to exceed the greater of
$100,000 or
.005 of 1% of the Fund's average daily net assets for any full
year.
During the year ended December 31, 1994, $368,767 was charged
to the Fund
pursuant to the Plan of which $16,079 was waived by the Manager
and $610,176
was charged to the Fund pursuant to the prior Service Plan of
which $30,027 was waived by the Manager.
(C) Prior to August 24, 1994, certain officers and directors
of the Fund
were "affiliated persons," as defined in the Act, of the Manager
and/or
Dreyfus Service Corporation. Each director who is not an
"affiliated person"
receives an annual fee of $2,500 and an attendance fee of $500
per meeting.
Prior to April 4, 1994, the attendance fee was $250.
(D) A 1% redemption fee is charged on certain redemptions of
Fund shares
(including redemptions through use of the Exchange Privilege)
where the
shares being redeemed were issued subsequent to a specified
effective date
and the redemption or exchange occurs within a six-month period
following the
date of issuance. During the year ended December 31, 1994,
redemption fees amounted to $158,124.
NOTE 3--SECURITIES TRANSACTIONS:
(A) The following summarizes the aggregate amount of
purchases and sales
of investment securities and securities sold short, excluding
short-term
securities, during the year ended December 31, 1994:
<TABLE>
<CAPTION>
PURCHASES SALES
-------------- -----------
<S>
Long transactions: <C> <C>
Unaffiliated issuers........................................... $333,552,195 $293,838,457
Affiliated issuers............................................. 1,247,815 383,193
--------------- ------------
334,800,010 294,221,650
Short sale transactions.......................................... 1,187,800 1,191,310
--------------- ------------
TOTAL...................................................... $335,987,810 $295,412,960
=============== ============
</TABLE>
The Fund is engaged in short-selling which obligates the Fund
to replace the security borrowed by purchasing the security at
current market value. The Fund would incur a loss if the price of
the
security increases between the date of the short sale and the
date on which
the Fund replaces the borrowed security. The Fund would realize a
gain if the
price of the security declines between those dates. Until the
Fund replaces
the borrowed security, the Fund will maintain daily, a segregated
account
with a broker and custodian, of cash and/or U.S. Government
securities
sufficient to cover its short position. At December 31, 1994,
there were no securities sold short outstanding.
(B) At December 31, 1994, accumulated net unrealized
appreciation on
investments was $28,067,069, consisting of $45,765,306 gross
unrealized
appreciation and $17,698,237 gross unrealized depreciation,
excluding foreign currency transactions.
At December 31, 1994, the cost of investments for Federal
income tax
purposes was substantially the same as the cost for financial
reporting purposes (see the Statement of Investments).
<PAGE>
DREYFUS NEW LEADERS FUND, INC.
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS NEW LEADERS FUND, INC.
We have audited the accompanying statement of assets and
liabilities of
Dreyfus New Leaders Fund, Inc., including the statement of
investments, as of
December 31, 1994, and the related statement of operations for
the year then
ended, the statement of changes in net assets for each of the
two years in
the period then ended, and financial highlights for each of the
years
indicated therein. 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 audits.
We conducted our audits 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
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
audits provide
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 Dreyfus New Leaders Fund, Inc. at December 31, 1994,
the results
of its operations for the year then ended, the changes in its
net assets for
each of the two years in the period then ended, and the
financial highlights
for each of the indicated years, in conformity with generally
accepted
accounting principles.
ERNST & YOUNG LLP
New York, New York
February 1, 1995
<PAGE>
DREYFUS NEW LEADERS FUND, INC.
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement:
Condensed Financial Information for the period
from January 29, 1985 (commencement of
operations) to December 31, 1985 and for each of
the fiscal years in the ended December 31, 1986,
1987, 1988, 1989, 1990, 1991, 1992, 1993 and
1994.
Included in Part B of the Registration Statement:
Statement of Investments-- December 31, 1994
Statement of Assets and Liabilities--
December 31, 1994
Statement of Operations--year ended December
31, 1994
Statement of Changes in Net Assets--for each
of the
years ended December 31, 1993 and December
31, 1994
Notes to Financial Statements
Report of Ernst & Young LLP, Independent
Auditors, dated February 1, 1995
Included in Part C of the Registration Statement:
Investment in Affiliates -- year ended
December 31, 1994 (Schedule III)
All schedules and other financial statement information, for
which provision is made in the applicable accounting regulations
of the Securities and Exchange Commission, are either included
herein or omitted because they are not required under the
related instructions, they are inapplicable, or the required
information is presented in the financial statements or notes
thereto which are included in Part B of the Registration
Statement.
<PAGE>
Item 24. Financial Statements and Exhibits. - List (continued)
(b) Exhibits:
(1) Registrant's Articles of Amendment are incorporated by
reference to Exhibit (1) of Post-Effective Amendment
No. 1 to the Registration Statement on Form N-1A,
filed on September 4, 1985.
Registrant's Articles of Incorporation are
incorporated by reference to Exhibit (1)(b) of the
Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on January 9, 1985.
(2) Registrant's By-Laws, as amended August 3, 1989, are
incorporated by reference to Exhibit (2) of Post-
Effective Amendment No. 7 to the Registration
Statement on Form N-1A, filed on April 26, 1990.
(4) Specimen copy of stock certificate is incorporated by
reference to Exhibit (4) of Post-Effective Amendment
No. 1 to the Registration Statement on Form N-1A,
filed on September 4, 1985.
(5) Management Agreement.
(6)(a) Distribution Agreement.
(6)(b) Forms of Service Agreement are incorporated by
reference to Exhibit 6(b) of Post-Effective Amendment
No. 3 to the Registration Statement on Form N-1A,
filed on April 27, 1987.
(8)(a) Amended and Restated Custody Agreement dated August
18, 1989 is incorporated by reference to Exhibit 8(a)
of Post-Effective Amendment No. 7 to the Registration
Statement on Form N-1A, filed on April 26, 1990.
(8)(b) Foreign Sub-Custodian Agreements are incorporated by
reference to Exhibit 8(b) of Post-Effective Amendment
No. 7 to the Registration Statement on Form N-1A,
filed on April 26, 1990.
(10) Opinion and consent of Registrant's counsel is
incorporated by reference to Exhibit (10) of Pre-
Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on January 9, 1985.
(11) Consent of Independent Auditors.
(14) Documents making up model plans in the establishment
of retirement plans in conjunction with which
Registrant offers its securities are incorporated by
reference to Exhibit (14) of Pre-Effective
Amendment No. 1 to the Registration Statement on Form
N-1A, filed on January 9, 1985.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
(15) Service Plan.
(16) Schedules of Computation of Performance Data are
incorporated by reference to Exhibit 16 of Post-
Effective Amendment No. 12 to the Registration
Statement on Form N-1A, filed on April 15, 1994.
Other Exhibits
______________
(a) Powers of Attorney.
(b) Registrant's Certificate of Secretary is
incorporated by reference to Other Exhibits
(b) of Post-Effective Amendment No. 6 to the
Registration Statement on Form N-1A, filed
on April 25, 1989.
Item 25. Persons Controlled by or under Common Control with
Registrant.
Not Applicable
Item 26. Number of Holders of Securities.
_______ ________________________________
(1) (2)
Number of Record
Title of Class Holders as of February 7, 1995
______________ _____________________________
Common Stock
(Par value $.01) 28,751
Item 27. Indemnification
_______ _______________
The Statement as to the general effect of any contract,
arrangements or statute under which a director,
officer, underwriter or affiliated person of the
Registrant is indemnified is incorporated by reference
to Item 27 of Part C of Pre-Effective Amendment No. 1
to the Registration Statement on Form N-1A, filed on
January 9, 1985.
Reference is also made to the Distribution Agreement
attached as Exhibit (6) of Pre-Effective Amendment No.
1 to the Registration Statement on Form N-1A, filed on
January 9, 1985.
Item 28. Business and Other Connections of Investment
Adviser.
_______ ____________________________________________________
The Dreyfus Corporation ("Dreyfus") and subsidiary
companies comprise a financial service organization
whose business consists primarily of providing
investment management services as the investment
adviser, 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.
<PAGE>
Item 28. Business and Other Connections of Investment Adviser
(continued)
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
Director Chief Executive Officer:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
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
JULIAN M. SMERLING None
Director
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 Dreyfus Acquisition Corporation*;
Chief Executive Officer The Dreyfus Consumer Credit
Corporation*;
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 Service Organization, Inc.*;
Seven Six Seven Agency, Inc.*;
Trustee:
Corporate Property Investors
New York, New York;
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:
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
ROBERT E. RILEY Director:
President, Chief Dreyfus Service Corporation
Operating Officer,
and a Director
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-Distribution Executive Officer:
and a Director The Boston Company
Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Director:
The Dreyfus Consumer Credit
Corporation*;
The Dreyfus Trust Company++'
Dreyfus Service Corporation*;
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
PHILIP L. TOIA Chairman of the Board and
Trust Investment
Vice Chairman-Operations Officer:
and Administration The Dreyfus Trust
Company+++;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
Director:
The Dreyfus Security Savings Bank
F.S.B.+;
Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
President and Director:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit
Corporation*;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Partnership Management, Inc.+;
Dreyfus Service Organization*;
The Truepenny Corporation*;
Formerly, Senior Vice
President:
The Chase Manhattan Bank,
N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
PAUL H. SNYDER Director:
Vice President-Finance Pennsylvania Economy
League
and Chief Financial Philadelphia, Pennsylvania;
Officer Children's Crisis Treatment Center
Philadelphia, Pennsylvania;
Dreyfus Service Corporation*
Director and Vice President:
Financial Executives Institute,
Philadelphia Chapter
Philadelphia, Pennsylvania
BARBARA E. CASEY President:
Vice President- Dreyfus Retirement Services
Division;
Dreyfus Retirement Executive Vice President:
Services Boston Safe Deposit & Trust
Co.
One Boston Place
Boston, Massachusetts 02108;
DIANE M. COFFEY None
Vice President-
Corporate Communications
ELIE M. GENADRY President:
Vice President- Institutional Services
Division of Dreyfus
Institutional Sales 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++;
HENRY D. GOTTMANN Executive Vice President:
Vice President-Retail Dreyfus Service
Corporation*;
Sales and Service Vice President:
Dreyfus Precious Metals*;
DANIEL C. MACLEAN Director, Vice President and
Secretary:
Vice President and General Dreyfus Precious Metals,
Inc.*;
Counsel Director and Vice President:
The Dreyfus Consumer Credit
Corporation*;
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
KATHERINE C. WICKHAM Formerly, Assistant Commissioner:
Vice President- Department of Parks and Recreation of
the
Human Resources City of New York
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 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 Vice President, Secretary
and Director:
Vice President-Fund Lion Management, Inc.*;
Legal and Compliance, Secretary:
and Secretary The Dreyfus Consumer Credit
Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.*;
Major Trading Corporation*;
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 Underwriters
________ ______________________
(a) Other investment companies for which Registrant's
principal
underwriter (exclusive distributor) acts as principal
underwriter or
exclusive distributor:
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 York Insured Tax Exempt Bond Fund
51) Dreyfus New York Municipal Cash Management
52) Dreyfus New York Tax Exempt Bond Fund, Inc.
53) Dreyfus New York Tax Exempt Intermediate Bond
Fund
54) Dreyfus New York Tax Exempt Money Market Fund
55) Dreyfus Ohio Municipal Money Market Fund, Inc.
56) Dreyfus 100% U.S. Treasury Intermediate Term Fund
57) Dreyfus 100% U.S. Treasury Long Term Fund
58) Dreyfus 100% U.S. Treasury Money Market Fund
59) Dreyfus 100% U.S. Treasury Short Term Fund
60) Dreyfus Pennsylvania Intermediate Municipal Bond
Fund
61) Dreyfus Pennsylvania Municipal Money Market Fund
62) Dreyfus 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
<PAGE>
<TABLE>
<CAPTION>
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
<S> <C> <C>
Marie E. Connolly+ Director, President, Chief
President and
Operating Officer and Compliance Treasurer
Officer
Joseph F. Tower, III+ Senior Vice President, Treasurer Assistant
and Chief Financial Officer Treasurer
John E. Pelletier+ Senior Vice President, General Vice President
Counsel, Secretary and Clerk and Secretary
Frederick C. Dey++ Senior Vice President Vice President
and Assistant
Treasurer
Eric B. Fischman++ Vice President and Associate Vice President
General Counsel and Assistant
Secretary
Lynn H. Johnson+ Vice President None
Ruth D. Leibert++ Assistant Vice President Assistant
Secretary
Paul D. Furcinito++ Assistant Vice President Assistant
Secretary
Paul Prescott+ Assistant Vice President None
Leslie M. Gaynor+ Assistant Treasurer None
Mary Nelson+ Assistant Treasurer None
John J. Pyburn++ Vice President Assistant
Treasurer
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
</TABLE>
________________________________
+ Principal business address is One Exchange Place, Boston,
Massachusetts 02109.
++ Principal business address is 200 Park Avenue, New York,
New York 10166.
<PAGE>
Item 30. Location of Accounts and Records
________________________________
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
110 Washington Street
New York, New York 10286
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of
voting upon the question of removal of a director or
directors when requested in writing to do so by the
holders of at least 10% of the Registrant's outstanding
shares of common stock and in connection with such
meeting to comply with the provisions of Section 16(c) of
the Investment Company Act of 1940 relating to
shareholder communications.
(2) To furnish each person to whom a prospectus is delivered
with a copy of the Fund's latest Annual Report to
Shareholders, upon request and without charge.
<PAGE>
SIGNATURES
__________
Pursuant to the requirements of the Securities Act of
1933 and the
Investment Company Act of 1940, the Registrant has duly caused
this Amendment
to the Registration Statement to be signed on its behalf by the
undersigned,
thereunto duly authorized, in the City of New York, and State of
New York on
the 28th day of February, 1995.
DREYFUS NEW LEADERS FUND, INC.
________________________________________________________
BY:/s/ Marie E. Connolly*
MARIE E. CONNOLLY , PRESIDENT
Pursuant to the requirements of the Securities Act of 1933
and the
Investment Company Act of 1940, this Amendment to the
Registration Statement
has been signed below by the following persons in the capacities
and on the date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
__________________________ ______________________________ __________
/s/Marie E. Connolly * President and Treasurer 2/28/95
_____________________________
Marie E. Connolly
/s/Joseph F. Tower, III * Assistant Treasurer 2/28/95
_____________________________
Joseph F. Tower, III
/s/David W. Burke * Director 2/28/95
_____________________________
David W. Burke
/s/Hodding Carter, III * Director 2/28/95
_____________________________
Hodding Carter, III
/s/Ehud Houminer * Director 2/28/95
_____________________________
Ehud Houminer
/s/Richard C. Leone * Director 2/28/95
_____________________________
Richard C. Leone
/s/Hans C. Mautner * Director 2/28/95
_____________________________
Hans C. Mautner
/s/John E. Zuccotti * Director 2/28/95
_____________________________
John E. Zuccotti
*BY: Marie E. Connolly
________________________
Marie E. Connolly,
Attorney-in-Fact
</TABLE>
<PAGE>
<TABLE>
DREYFUS NEW LEADERS FUND, INCORPORATED
SCHEDULE III
INVESTMENT IN AFFILIATES
YEAR ENDED DECEMBER 31, 1994
<CAPTION>
COLUMN A COLUMN B COLUMN D COLUMN E
Number of Shares Principal Amount of Bonds, Notes
and Other Indebtedness Amount of
dividends
Balance held Gross Balance held or interest Value at
Name of issuer and title of issue at beginning purchase Gross at close credited close of
or nature of indebtedness of period and additions reductions of period to income period [a]
<S> <C> <C> <C> <C> <C> <C>
Common Stocks:
Investments in non-controlled
affiliates as of December 31,
1994 (b):
Aurora Electronics 335,000 - 335,000 0 $0 0
Dreco Energy Services, CI.A - 430,000 - 430,000 0 $3,278,750
Eskimo Pie - 185,000 - 185,000 0 3,468,750
Flair 291,000 - 291,000 0 0 0
Individual Investor Group 307,692 - - 307,692 0 874,999
$0 $7,622,499
Column C (Amount of equity in net profit or loss for the period") and column D(2) (Amount of dividends or interest - other") were
not applicable.
NOTES:
(a) Investment in securities listed on an exchange are valued at the last sales price on the exchange on which such securities
are primarily traded.
(b) See note 1(d) to the financial statements.
</TABLE>
INDEX OF EXHIBITS
(5) Management Agreement
(6)(a) Distribution Agreement
(11) Consent of Ernst & Young, Independent Auditors
(15) Service Plan
Other Exhibits
(a) Power of Attorney
(b) Secretary's Certificate
<PAGE>
EXHIBIT (5)
MANAGEMENT AGREEMENT
DREYFUS NEW LEADERS FUND, INC.
August 24, 1994
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
The above-named investment company (the "Fund")
herewith confirms its agreement with you as follows:
The Fund desires to employ its capital by investing
and reinvesting the same in investments of the type and in
accordance with the limitations specified in its charter
documents and in its Prospectus and Statement of Additional
Information as from time to time in effect, copies of which have
been or will be submitted to you, and in such manner and to such
extent as from time to time may be approved by the Fund's Board.
The Fund desires to employ you to act as its investment adviser.
In this connection it is understood that from time to
time you will employ or associate with yourself such person or
persons as you may believe to be particularly fitted to assist
you in the performance of this Agreement. Such person or
persons may be officers or employees who are employed by both
you and the Fund. The compensation of such person or persons
shall be paid by you and no obligation may be incurred on the
Fund's behalf in any such respect.
Subject to the supervision and approval of the Fund's
Board, you will provide investment management of the Fund's
portfolio in accordance with the Fund's investment objectives
and policies as stated in its Prospectus and Statement of
Additional Information as from time to time in effect. In
connection therewith, you will obtain and provide investment
research and will supervise the Fund's investments and conduct a
continuous program of investment, evaluation and, if
appropriate, sale and reinvestment of the Fund's assets. You
will furnish to the Fund such statistical information, with
respect to the investments which the Fund may hold or
contemplate purchasing, as the Fund may reasonably request. The
Fund wishes to be informed of important developments materially
affecting its portfolio and shall expect you, on your own
initiative, to furnish to the Fund from time to time such
information as you may believe appropriate for this purpose.
In addition, you will supply office facilities (which
may be in your own offices), data processing services, clerical,
accounting and bookkeeping services, internal auditing and legal
services, internal executive and administrative services, and
stationery and office supplies; prepare reports to the Fund's
stockholders, tax returns, reports to and filings with the
Securities and Exchange Commission and state Blue Sky
authorities; calculate the net asset value of the Fund's shares;
and generally assist in all aspects of the Fund's operations.
You shall have the right, at your expense, to engage other
entities to assist you in performing some or all of the
obligations set forth in this paragraph, provided each such
entity enters into an agreement with you in form and substance
reasonably satisfactory to the Fund. You agree to be liable for
the acts or omissions of each such entity to the same extent as
if you had acted or failed to act under the circumstances.
You shall exercise your best judgment in rendering the
services to be provided to the Fund hereunder and the Fund
agrees as an inducement to your undertaking the same that you
shall not be liable hereunder for any error of judgment or
mistake of law or for any loss suffered by the Fund, provided
that nothing herein shall be deemed to protect or purport to
protect you against any liability to the Fund or to its security
holders to which you would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the
performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder.
In consideration of services rendered pursuant to this
Agreement, the Fund will pay you on the first business day of
each month a fee at the annual rate of .75 of 1% of the value of
the Fund's average daily net assets. Net asset value shall be
computed on such days and at such time or times as described in
the Fund's then-current Prospectus and Statement of Additional
Information. Upon any termination of this Agreement before the
end of any month, the fee for such part of a month shall be pro-
rated according to the proportion which such period bears to the
full monthly period and shall be payable upon the date of
termination of this Agreement.
For the purpose of determining fees payable to you,
the value of the Fund's net assets shall be computed in the
manner specified in the Fund's charter documents for the
computation of the value of the Fund's net assets.
You will bear all expenses in connection with the
performance of your services under this Agreement. All other
expenses to be incurred in the operation of the Fund will be
borne by the Fund, except to the extent specifically assumed by
you. The expenses to be borne by the Fund include, without
limitation, the following: organizational costs, taxes,
interest, loan commitment fees, interest and distributions paid
on securities sold short, brokerage fees and commissions, if
any, fees of Board members who are not your officers, directors
or employees or holders of 5% or more of your outstanding voting
securities, Securities and Exchange Commission fees and state
Blue Sky qualification fees, advisory fees, charges of
custodians, transfer and dividend disbursing agents' fees,
certain insurance premiums, industry association fees, outside
auditing and legal expenses, costs of independent pricing
services, costs of maintaining the Fund's existence, costs
attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of
preparing and printing prospectuses and statements of additional
information for regulatory purposes and for distribution to
existing stockholders, costs of stockholders' reports and
meetings, and any extraordinary expenses.
If in any fiscal year the aggregate expenses of the
Fund (including fees pursuant to this Agreement, but excluding
interest, taxes, brokerage and, with the prior written consent
of the necessary state securities commissions, extraordinary
expenses) exceed 1-1/2% of the average value of the Fund's net
assets for the fiscal year, the Fund may deduct from the fees to
be paid hereunder, or you will bear, such excess expense. Your
obligation pursuant hereto will be limited to the amount of your
fees hereunder. Such deduction or payment, if any, will be
estimated daily, and reconciled and effected or paid, as the
case may be, on a monthly basis.
The Fund understands that you now act, and that from
time to time hereafter you may act, as investment adviser to one
or more other investment companies and fiduciary or other
managed accounts, and the Fund has no objection to your so
acting, provided that when the purchase or sale of securities of
the same issuer is suitable for the investment objectives of two
or more companies or accounts managed by you which have
available funds for investment, the available securities will be
allocated in a manner believed by you to be equitable to each
company or account. It is recognized that in some cases this
procedure may adversely affect the price paid or received by the
Fund or the size of the position obtainable for or disposed of
by the Fund.
In addition, it is understood that the persons
employed by you to assist in the performance of your duties
hereunder will not devote their full time to such service and
nothing contained herein shall be deemed to limit or restrict
your right or the right of any of your affiliates to engage in
and devote time and attention to other businesses or to render
services of whatever kind or nature.
You shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates,
except for a loss resulting from willful misfeasance, bad faith
or gross negligence on your part in the performance of your
duties or from reckless disregard by you of your obligations and
duties under this Agreement. Any person, even though also your
officer, director, partner, employee or agent, who may be or
become an officer, Board member, employee or agent of the Fund,
shall be deemed, when rendering services to the Fund or acting
on any business of the Fund, to be rendering such services to or
acting solely for the Fund and not as your officer, director,
partner, employee or agent or one under your control or
direction even though paid by you.
This Agreement shall continue until November 15, 1994,
and thereafter shall continue automatically for successive
annual periods ending on November 15th of each year, provided
such continuance is specifically approved at least annually by
(i) the Fund's Board or (ii) vote of a majority (as defined in
the Investment Company Act of 1940) of the Fund's outstanding
voting securities, provided that in either event its continuance
also is approved by a majority of the Fund's Board members who
are not "interested persons" (as defined in said Act) of any
party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval. This Agree-
ment is terminable without penalty, on 60 days' notice, by the
Fund's Board or by vote of holders of a majority of the Fund's
shares or, upon not less than 90 days' notice, by you. This
Agreement also will terminate automatically in the event of its
assignment (as defined in said Act).
The Fund recognizes that from time to time your
directors, officers and employees may serve as directors,
trustees, partners, officers and employees of other
corporations, business trusts, partnerships or other entities
(including other investment companies) and that such other
entities may include the name "Dreyfus" as part of their name,
and that your corporation or its affiliates may enter into
investment advisory or other agreements with such other
entities. If you cease to act as the Fund's investment adviser,
the Fund agrees that, at your request, the Fund will take all
necessary action to change the name of the Fund to a name not
including "Dreyfus" in any form or combination of words.
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
DREYFUS NEW LEADERS FUND, INC.
By:___________________________
Accepted:
THE DREYFUS CORPORATION
By:_______________________________
<PAGE>
EXHIBIT (6)(a)
DISTRIBUTION AGREEMENT
DREYFUS NEW LEADERS FUND, INC.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
August 24, 1994
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, Massachusetts 02109
Dear Sirs:
This is to confirm that, in consideration of the agree-
ments hereinafter contained, the above-named investment company
(the "Fund") has agreed that you shall be, for the period of
this agreement, the distributor of (a) shares of each Series of
the Fund set forth on Exhibit A hereto, as such Exhibit may be
revised from time to time (each, a "Series") or (b) if no Series
are set forth on such Exhibit, shares of the Fund. For purposes
of this agreement the term "Shares" shall mean the authorized
shares of the relevant Series, if any, and otherwise shall mean
the Fund's authorized shares.
1. Services as Distributor
1.1 You will act as agent for the distribution of
Shares covered by, and in accordance with, the registration
statement and prospectus then in effect under the Securities Act
of 1933, as amended, and will transmit promptly any orders
received by you for purchase or redemption of Shares to the
Transfer and Dividend Disbursing Agent for the Fund of which the
Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit
orders for the sale of Shares. It is contemplated that you will
enter into sales or servicing agreements with securities
dealers, financial institutions and other industry
professionals, such as investment advisers, accountants and
estate planning firms, and in so doing you will act only on your
own behalf as principal.
1.3 You shall act as distributor of Shares in
compliance with all applicable laws, rules and regulations,
including, without limitation, all rules and regulations made or
adopted pursuant to the Investment Company Act of 1940, as
amended, by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange
Act of 1934, as amended.
1.4 Whenever in their judgment such action is
warranted by market, economic or political conditions, or by
abnormal circumstances of any kind, the Fund's officers may
decline to accept any orders for, or make any sales of, any
Shares until such time as they deem it advisable to accept such
orders and to make such sales and the Fund shall advise you
promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in
connection with the registration of Shares under the Securities
Act of 1933, as amended, and all expenses in connection with
maintaining facilities for the issue and transfer of Shares and
for supplying information, prices and other data to be furnished
by the Fund hereunder, and all expenses in connection with the
preparation and printing of the Fund's prospectuses and
statements of additional information for regulatory purposes and
for distribution to shareholders; provided however, that nothing
contained herein shall be deemed to require the Fund to pay any
of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents
and to furnish any and all information and otherwise to take all
actions which may be reasonably necessary in the discretion of
the Fund's officers in connection with the qualification of
Shares for sale in such states as you may designate to the Fund
and the Fund may approve, and the Fund agrees to pay all
expenses which may be incurred in connection with such
qualification. You shall pay all expenses connected with your
own qualification as a dealer under state or Federal laws and,
except as otherwise specifically provided in this agreement, all
other expenses incurred by you in connection with the sale of
Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for
use in connection with the sale of Shares, such information with
respect to the Fund or any relevant Series and the Shares as you
may reasonably request, all of which shall be signed by one or
more of the Fund's duly authorized officers; and the Fund
warrants that the statements contained in any such information,
when so signed by the Fund's officers, shall be true and
correct. The Fund also shall furnish you upon request with:
(a) semi-annual reports and annual audited reports of the Fund's
books and accounts made by independent public accountants
regularly retained by the Fund, (b) quarterly earnings
statements prepared by the Fund, (c) a monthly itemized list of
the securities in the Fund's or, if applicable, each Series'
portfolio, (d) monthly balance sheets as soon as practicable
after the end of each month, and (e) from time to time such
additional information regarding the Fund's financial condition
as you may reasonably request.
1.8 The Fund represents to you that all registration
statements and prospectuses filed by the Fund with the Securi-
ties and Exchange Commission under the Securities Act of 1933,
as amended, and under the Investment Company Act of 1940, as
amended, with respect to the Shares have been carefully prepared
in conformity with the requirements of said Acts and rules and
regulations of the Securities and Exchange Commission there-
under. As used in this agreement the terms "registration state-
ment" and "prospectus" shall mean any registration statement and
prospectus, including the statement of additional information
incorporated by reference therein, filed with the Securities and
Exchange Commission and any amendments and supplements thereto
which at any time shall have been filed with said Commission.
The Fund represents and warrants to you that any registration
statement and prospectus, when such registration statement
becomes effective, will contain all statements required to be
stated therein in conformity with said Acts and the rules and
regulations of said Commission; that all statements of fact
contained in any such registration statement and prospectus will
be true and correct when such registration statement becomes
effective; and that neither any registration statement nor any
prospectus when such registration statement becomes effective
will include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading. The Fund may but
shall not be obligated to propose from time to time such amend-
ment or amendments to any registration statement and such
supplement or supplements to any prospectus as, in the light of
future developments, may, in the opinion of the Fund's counsel,
be necessary or advisable. If the Fund shall not propose such
amendment or amendments and/or supplement or supplements within
fifteen days after receipt by the Fund of a written request from
you to do so, you may, at your option, terminate this agreement
or decline to make offers of the Fund's securities until such
amendments are made. The Fund shall not file any amendment to
any registration statement or supplement to any prospectus
without giving you reasonable notice thereof in advance;
provided, however, that nothing contained in this agreement
shall in any way limit the Fund's right to file at any time such
amendments to any registration statement and/or supplements to
any prospectus, of whatever character, as the Fund may deem
advisable, such right being in all respects absolute and
unconditional.
1.9 The Fund authorizes you to use any prospectus in
the form furnished to you from time to time, in connection with
the sale of Shares. The Fund agrees to indemnify, defend and
hold you, your several officers and directors, and any person
who controls you within the meaning of Section 15 of the Securi-
ties Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including
the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection there-
with) which you, your officers and directors, or any such con-
trolling person, may incur under the Securities Act of 1933, as
amended, or under common law or otherwise, arising out of or
based upon any untrue statement, or alleged untrue statement, of
a material fact contained in any registration statement or any
prospectus or arising out of or based upon any omission, or
alleged omission, to state a material fact required to be stated
in either any registration statement or any prospectus or
necessary to make the statements in either thereof not
misleading; provided, however, that the Fund's agreement to
indemnify you, your officers or directors, and any such control-
ling person shall not be deemed to cover any claims, demands,
liabilities or expenses arising out of any untrue statement or
alleged untrue statement or omission or alleged omission made in
any registration statement or prospectus in reliance upon and in
conformity with written information furnished to the Fund by you
specifically for use in the preparation thereof. The Fund's
agreement to indemnify you, your officers and directors, and any
such controlling person, as aforesaid, is expressly conditioned
upon the Fund's being notified of any action brought against
you, your officers or directors, or any such controlling person,
such notification to be given by letter or by telegram addressed
to the Fund at its address set forth above within ten days after
the summons or other first legal process shall have been served.
The failure so to notify the Fund of any such action shall not
relieve the Fund from any liability which the Fund may have to
the person against whom such action is brought by reason of any
such untrue, or alleged untrue, statement or omission, or
alleged omission, otherwise than on account of the Fund's
indemnity agreement contained in this paragraph 1.9. The Fund
will be entitled to assume the defense of any suit brought to
enforce any such claim, demand or liability, but, in such case,
such defense shall be conducted by counsel of good standing
chosen by the Fund and approved by you. In the event the Fund
elects to assume the defense of any such suit and retain counsel
of good standing approved by you, the defendant or defendants in
such suit shall bear the fees and expenses of any additional
counsel retained by any of them; but in case the Fund does not
elect to assume the defense of any such suit, or in case you do
not approve of counsel chosen by the Fund, the Fund will
reimburse you, your officers and directors, or the controlling
person or persons named as defendant or defendants in such suit,
for the fees and expenses of any counsel retained by you or
them. The Fund's indemnification agreement contained in this
paragraph 1.9 and the Fund's representations and warranties in
this agreement shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of
you, your officers and directors, or any controlling person, and
shall survive the delivery of any Shares. This agreement of
indemnity will inure exclusively to your benefit, to the benefit
of your several officers and directors, and their respective
estates, and to the benefit of any controlling persons and their
successors. The Fund agrees promptly to notify you of the
commencement of any litigation or proceedings against the Fund
or any of its officers or Board members in connection with the
issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund,
its several officers and Board members, and any person who con-
trols the Fund within the meaning of Section 15 of the Securi-
ties Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including
the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection there-
with) which the Fund, its officers or Board members, or any such
controlling person, may incur under the Securities Act of 1933,
as amended, or under common law or otherwise, but only to the
extent that such liability or expense incurred by the Fund, its
officers or Board members, or such controlling person resulting
from such claims or demands, shall arise out of or be based upon
any untrue, or alleged untrue, statement of a material fact
contained in information furnished in writing by you to the Fund
specifically for use in the Fund's registration statement and
used in the answers to any of the items of the registration
statement or in the corresponding statements made in the pro-
spectus, or shall arise out of or be based upon any omission, or
alleged omission, to state a material fact in connection with
such information furnished in writing by you to the Fund and
required to be stated in such answers or necessary to make such
information not misleading. Your agreement to indemnify the
Fund, its officers and Board members, and any such controlling
person, as aforesaid, is expressly conditioned upon your being
notified of any action brought against the Fund, its officers or
Board members, or any such controlling person, such notification
to be given by letter or telegram addressed to you at your
address set forth above within ten days after the summons or
other first legal process shall have been served. You shall
have the right to control the defense of such action, with
counsel of your own choosing, satisfactory to the Fund, if such
action is based solely upon such alleged misstatement or
omission on your part, and in any other event the Fund, its
officers or Board members, or such controlling person shall each
have the right to participate in the defense or preparation of
the defense of any such action. The failure so to notify you of
any such action shall not relieve you from any liability which
you may have to the Fund, its officers or Board members, or to
such controlling person by reason of any such untrue, or alleged
untrue, statement or omission, or alleged omission, otherwise
than on account of your indemnity agreement contained in this
paragraph 1.10. This agreement of indemnity will inure
exclusively to the Fund's benefit, to the benefit of the Fund's
officers and Board members, and their respective estates, and to
the benefit of any controlling persons and their successors.
You agree promptly to notify the Fund of the commencement of any
litigation or proceedings against you or any of your officers or
directors in connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the
Fund under any of the provisions of this agreement and no orders
for the purchase or sale of such Shares hereunder shall be
accepted by the Fund if and so long as the effectiveness of the
registration statement then in effect or any necessary amend-
ments thereto shall be suspended under any of the provisions of
the Securities Act of 1933, as amended, or if and so long as a
current prospectus as required by Section 10 of said Act, as
amended, is not on file with the Securities and Exchange
Commission; provided, however, that nothing contained in this
paragraph 1.11 shall in any way restrict or have an application
to or bearing upon the Fund's obligation to repurchase any
Shares from any shareholder in accordance with the provisions of
the Fund's prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in
writing:
(a) of any request by the Securities and Exchange
Commission for amendments to the registration statement
or prospectus then in effect or for additional
information;
(b) in the event of the issuance by the Securities
and Exchange Commission of any stop order suspending
the effectiveness of the registration statement or pro-
spectus then in effect or the initiation of any
proceeding for that purpose;
(c) of the happening of any event which makes
untrue any statement of a material fact made in the
registration statement or prospectus then in effect or
which requires the making of a change in such registra-
tion statement or prospectus in order to make the
statements therein not misleading; and
(d) of all actions of the Securities and
Exchange Commission with respect to any amendments to
any registration statement or prospectus which may from
time to time be filed with the Securities and Exchange
Commission.
2. Offering Price
Shares of any class of the Fund offered for sale by you
shall be offered for sale at a price per share (the "offering
price") approximately equal to (a) their net asset value
(determined in the manner set forth in the Fund's charter
documents) plus (b) a sales charge, if any and except to those
persons set forth in the then-current prospectus, which shall be
the percentage of the offering price of such Shares as set forth
in the Fund's then-current prospectus. The offering price, if
not an exact multiple of one cent, shall be adjusted to the
nearest cent. In addition, Shares of any class of the Fund
offered for sale by you may be subject to a contingent deferred
sales charge as set forth in the Fund's then-current prospectus.
You shall be entitled to receive any sales charge or contingent
deferred sales charge in respect of the Shares. Any payments to
dealers shall be governed by a separate agreement between you
and such dealer and the Fund's then-current prospectus.
3. Term
This agreement shall continue until the date (the
"Reapproval Date") set forth on Exhibit A hereto (and, if the
Fund has Series, a separate Reapproval Date shall be specified
on Exhibit A for each Series), and thereafter shall continue
automatically for successive annual periods ending on the day
(the "Reapproval Day") of each year set forth on Exhibit A
hereto, provided such continuance is specifically approved at
least annually by (i) the Fund's Board or (ii) vote of a
majority (as defined in the Investment Company Act of 1940) of
the Shares of the Fund or the relevant Series, as the case may
be, provided that in either event its continuance also is
approved by a majority of the Board members who are not
"interested persons" (as defined in said Act) of any party to
this agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval. This agreement is
terminable without penalty, on 60 days' notice, by vote of
holders of a majority of the Fund's or, as to any relevant
Series, such Series' outstanding voting securities or by the
Fund's Board as to the Fund or the relevant Series, as the case
may be. This agreement is terminable by you, upon 270 days'
notice, effective on or after the fifth anniversary of the date
hereof. This agreement also will terminate automatically, as to
the Fund or relevant Series, as the case may be, in the event of
its assignment (as defined in said Act).
4. Exclusivity
So long as you act as the distributor of Shares, you
shall not perform any services for any entity other than
investment companies advised or administered by The Dreyfus
Corporation. The Fund acknowledges that the persons employed by
you to assist in the performance of your duties under this
agreement may not devote their full time to such service and
nothing contained in this agreement shall be deemed to limit or
restrict your or any of your affiliates right to engage in and
devote time and attention to other businesses or to render
services of whatever kind or nature.
Please confirm that the foregoing is in accordance with
your understanding and indicate your acceptance hereof by
signing below, whereupon it shall become a binding agreement
between us.
Very truly yours,
DREYFUS NEW LEADERS FUND, INC.
By: _______________________________
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
By:________________________
<PAGE>
EXHIBIT A
Reapproval Date Reapproval Day
November 15, 1995 November 15th
<PAGE>
EXHIBIT 11
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions
"Condensed
Financial Information" and "Custodian, Transfer and Dividend
Disbursing
Agent, Counsel and Independent Auditors" and to the use of our
report
dated February 1, 1995, in this Registration Statement (Form N-1A
No. 2-88816) of Dreyfus New Leaders Fund, Inc.
Our audit also included the schedule of investment in affiliates
of
Dreyfus New Leaders Fund, Inc. listed in item 24(a). This
schedule
is the responsibility of the Company's management. Our
responsibility
is to express an opinion based on our audit. In our opinion, the
schedule of investment in affiliates referred to above, when
considered
in relation to the basic financial statements taken as a whole,
presents
fairly in all material respects the information set forth
therein.
ERNST & YOUNG LLP
New York, New York
February 23, 1995
<PAGE>
EXHIBIT (15)
DREYFUS NEW LEADERS FUND, INC.
SERVICE PLAN
Introduction: It has been proposed that the above-
captioned investment company (the "Fund") adopt a Service Plan
(the "Plan") in accordance with Rule 12b-1, promulgated under
the Investment Company Act of 1940, as amended (the "Act").
Under the Plan, the Fund would pay for the costs and expenses of
preparing, printing and distributing its prospectuses and
statements of additional information, and would (a)
reimburse the Fund's distributor (the "Distributor") for
payments to third parties for distributing the Fund's shares and
servicing shareholder accounts ("Servicing") (the payments in
this clause (a) being referred to as the "Distributor Payments")
and (b) pay The Dreyfus Corporation, Dreyfus Service Corporation
and any affiliate of either of them (collectively, "Dreyfus")
for advertising and marketing relating to the Fund and for
Servicing (the payments in this clause (b) being referred to as
"Dreyfus Payments"). If this proposal is to be implemented, the
Act and said Rule 12b-1 require that a written plan describing
all material aspects of the proposed financing be adopted by the
Fund.
The Fund's Board, in considering whether the Fund
should implement a written plan, has requested and evaluated
such information as it deemed necessary to an informed
determination as to whether a written plan should be implemented
and has considered such pertinent factors as it deemed necessary
to form the basis for a decision to use assets of the Fund for
such purposes.
In voting to approve the implementation of such a plan,
the Board members have concluded, in the exercise of their
reasonable business judgment and in light of their respective
fiduciary duties, that there is a reasonable likelihood that the
plan set forth below will benefit the Fund and its shareholders.
The Plan: The material aspects of this Plan are as
follows:
1. The Fund shall pay all costs of preparing and
printing prospectuses and statements of additional information
for regulatory purposes and for distribution to existing
shareholders. The Fund also shall pay an amount of the costs
and expenses in connection with (a) preparing, printing and
distributing the Fund's prospectuses and statements of
additional information used for other purposes and (b)
implementing and operating this Plan, such aggregate amount not
to exceed in any fiscal year of the Fund the greater of $100,000
or .005 of 1% of the average daily value of the Fund's net
assets for such fiscal year.
2. (a) The aggregate annual fee the Fund may pay under
this Plan for Distributor Payments and Dreyfus Payments is .25
of 1% of the value of the Fund's average daily net assets for
such year (the "Aggregate Amount").
(b) The Fund shall reimburse the Distributor in
respect of Distributor Payments an amount not to exceed an
annual rate of .25 of 1% of the value of the Fund's average
daily net assets for such year (the "Distributor Amount").
(c) The Fund shall pay Dreyfus in respect of
Dreyfus Payments an annual fee equal to the difference between
Aggregate Amount and the Distributor Amount for such year.
(d) Each of the Distributor and Dreyfus may pay one
or more securities dealers, financial institutions (which may
include banks) or other industry professionals, such as
investment advisers, accountants and estate planning firms
(severally, a "Service Agent"), a fee in respect of the Fund's
shares owned by investors with whom the Service Agent has a
Servicing relationship or for whom the Service Agent is the
dealer or holder of record. Each of the Distributor and Dreyfus
shall determine the amounts to be paid to the Service Agents to
which it will make payments under this Plan and the basis on
which such payments will be made. Payments to a Service Agent
are subject to compliance by the Service Agent with the terms of
any related Plan agreement between the Service Agent and the
Distributor or Dreyfus, as the case may be.
3. For the purposes of determining the fees payable
under this Plan, the value of the Fund's net assets shall be
computed in the manner specified in the Fund's charter documents
as then in effect for the computation of the value of the Fund's
net assets.
4. The Fund's Board shall be provided, at least
quarterly, with a written report of all amounts expended
pursuant to this Plan. The report shall state the purpose for
which the amounts were expended.
5. This Plan will become effective upon the later to
occur of (i) the consummation of the transactions contemplated
by the Amended and Restated Agreement and Plan of Merger dated
as of December 5, 1993 by and among Mellon Bank Corporation,
Mellon Bank, N.A., XYZ Sub Corporation and The Dreyfus
Corporation or (ii) approval by (a) holders of a majority of the
Fund's outstanding shares, and (b) a majority of the Board
members, including a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and
have no direct or indirect financial interest in the operation
of this Plan or in any agreements entered into in connection
with this Plan, pursuant to a vote cast in person at a meeting
called for the purpose of voting on the approval of this Plan.
6. This Plan shall continue for a period of one year
from its effective date, unless earlier terminated in accordance
with its terms, and thereafter shall continue automatically for
successive annual periods, provided such continuance is approved
at least annually in the manner provided in paragraph 5(b)
hereof.
7. This Plan may be amended at any time by the Fund's
Board, provided that (a) any amendment to increase materially
the costs which the Fund may bear pursuant to this Plan shall be
effective only upon approval by a vote of the holders of a
majority of the Fund's outstanding shares, and (b) any material
amendments of the terms of this Plan shall become effective only
upon approval as provided in paragraph 5(b) hereof.
8. This Plan is terminable without penalty at any time
by (a) vote of a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and
have no direct or indirect financial interest in the operation
of this Plan or in any agreements entered into in connection
with this Plan, or (b) vote of the holders of a majority of the
Fund's outstanding shares.
Dated: May 23, 1994
<PAGE>
OTHER EXHIBIT (a)
POWER OF ATTORNEY
The undersigned, hereby constitutes and appoints
Frederick C. Dey,
Eric B. Fischman, Ruth D. Leibert and John 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 Dreyfus New Leaders Fund, Inc. (including
Post-Effective
Amendments and amendments thereto); and to file the same, with
all
exhibits thereto, and other documents in connection therewith,
with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact,
and each of them, full power and authority to do and perform each
and
every act 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.
IN WITNESS WHEREOF, the undersigned has executed this
Consent as of December 7, 1994.
/s/ Marie E. Connolly
__________________________
Marie E. Connolly
<PAGE>
POWER OF ATTORNEY
The undersigned, being members of the Board of the
Dreyfus New
Leaders Fund, Inc., hereby constitutes and appoints Frederick C.
Dey, Eric
B. Fischman, Ruth D. Leibert and John Pelletier as the
attorney-in-fact
for the proper officers of the Fund, with full power of
substitution and
resubstitution; to sign any and all amendments to the
Registration
Statement (including Post-Effective Amendments and amendments
thereto);
and that the appointment of each of such persons as such
attorney-in-fact
hereby is authorized and approved; and that such
attorneys-in-fact, and
each of them, shall have full power and authority to do and
perform each
and every act and thing requisite and necessary to be done in
connection
with such Registration Statement and any and all amendments and
supplements thereto, as fully to all intents and purposes as the
officer,
for whom he is acting as attorney-in fact, might or could do in
person.
IN WITNESS WHEREOF, the undersigned have executed this
Consent as of
August 26, 1994.
/s/ David W. Burke /s/ Richard C. Leone
- --------------------- ------------------------
David W. Burke Richard C. Leone
/s/ Hodding Carter /s/ Hans C. Mautner
- --------------------- -----------------------
Hodding Carter, III Hans C. Mautner
/s/ Ehud Houminer /s/ John E. Zuccotti
- ----------------------- -------------------------
Ehud Houminer John E. Zuccotti
<PAGE>
OTHER EXHIBIT (b)
DREYFUS NEW LEADERS FUND, INC.
Certificate of Assistant Secretary
The undersigned, Ruth D. Leibert, Assistant Secretary of
Dreyfus
New Leaders Fund, Inc. ("Fund"), hereby certifies that set forth
below is a copy of the resolution adopted by the Fund's Board of
Directors authorizing the signing by Frederick C. Dey, Eric B.
Fischman, Ruth D. Leibert and John Pelletier on behalf of the
proper officers of the Fund pursuant to a power of attorney.
RESOLVED, that the Registration Statement and any and
all amendments and supplements thereto, may be signed by any one
of Frederick C. Dey, Eric B. Fischman, Ruth D. Leibert and John
Pelletier as the attorney-in-fact for the proper officers of the
Fund, with full power of substitution
and resubstitution; and that the appointment of each of such
persons as such
attorney-in-fact hereby is authorized and approved; and that such
attorneys-in-fact, and each of them, shall have full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in
connection with such Registration Statement and any and all
amendments and supplements thereto, as fully to all intents and
purposes as the officer, for whom he or she is acting as
attorney-in-fact, might or could do in person.
IN WITNESS WHEREOF, I have hereunto signed my name and
affixed the Seal of the Fund on March 1, 1995.
/s/ Ruth D. Leibert
Ruth D. Leibert
Assistant Secretary
(SEAL)
