File No. 33-6196
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. 9 [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 9 [ X ]
(Check appropriate box or boxes.)
DREYFUS GLOBAL GROWTH, L.P. (A STRATEGIC FUND)
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
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)
----
X on May 1, 1995 pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
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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 limited
partnership interests 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 or about
February 28, 1995.
DREYFUS GLOBAL GROWTH, L.P.
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 3
4 General Description of Registrant 4
5 Management of the Fund 17
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 27, 29 & 32
7 Purchase of Securities Being Offered 18
8 Redemption or Repurchase 24
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 *
13 Investment Objectives and Policies B-2
14 Management of the Fund B-10
15 Control Persons and Principal B-15
Holders of Securities
16 Investment Advisory and Other B-15
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
DREYFUS GLOBAL GROWTH, L.P.
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ _____
17 Brokerage Allocation B-24
18 Capital Stock and Other Securities *
19 Purchase, Redemption and Pricing B-16, B-19 &
of Securities Being Offered B-22
20 Tax Status *
21 Underwriters B-16
22 Calculations of Performance Data B-25
23 Financial Statements B-30
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-11
30 Location of Accounts and Records C-14
31 Management Services C-14
32 Undertakings C-14
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
FOR USE BY BANKS ONLY
May 1, 1995
DREYFUS GLOBAL GROWTH, L.P.
(A STRATEGIC FUND)
Supplement to Prospectus Dated May 1, 1995
All mutual fund shares involve certain investment risks, including
the possible loss of principal.
033/s042995IST
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PROSPECTUS MAY 1, 1995
DREYFUS GLOBAL GROWTH, L.P. (A STRATEGIC FUND)
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Dreyfus Global Growth, L.P. (A Strategic Fund) (the "Fund") is an
open-end, non-diversified, management investment company, known as a mutual
fund. Its goal is capital growth. The Fund may invest principally in common
stocks of foreign and domestic issuers, as well as securities of a broad
range of foreign companies and foreign governments. In addition to usual
investment practices, the Fund uses speculative investment techniques such as
short-selling, leveraging and futures and options transactions.
The Fund is available only to U.S. citizens or legal residents of
the United States.
The Dreyfus Corporation professionally manages the Fund's
portfolio.
The Fund's limited partnership interests (the "shares") are sold
with a sales load. The Fund also bears certain costs of advertising,
administration and/or distribution 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.
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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.
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TABLE OF CONTENTS
<TABLE> Page
<S> <C> <C>
Fee Table......................................... 3
Condensed Financial Information................... 3
Description of the Fund........................... 4
Management of the Fund............................ 17
How to Buy Fund Shares............................ 18
Investor Services................................. 21
How to Redeem Fund Shares......................... 24
Service Plan...................................... 27
Distributions and Taxes........................... 27
Performance Information........................... 28
Summary of Partnership Agreement.................. 29
General Information............................... 32
Power of Attorney................................. 33
</TABLE>
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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.
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[This Page Intentionally Left Blank]
(Page 2)
<TABLE>
<S> <C> <C>
FEE TABLE
INVESTOR TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price).................................................... 3.00%
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Management Fees................................................................................ .75%
12b-1 Fees (distribution
and servicing)................................................................................. .26%
Other Expenses................................................................................. .39%
Total Fund Operating Expenses.................................................................. 1.40%
</TABLE>
<TABLE>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- ----------
<S> <C> <C> <C> <C>
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: $44 $73 $104 $193
</TABLE>
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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%.
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The purpose of the foregoing table is to assist you in
understanding the various costs and expenses that investors will bear,
directly or indirectly, the payment of which will reduce investors' return on
an annual basis. Long-term investors could pay more in 12b-1 fees than the
economic equivalent of paying a front-end sales charge. 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" and "Service
Plan."
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 Fund's Statement of Additional Information. Further financial data and
related notes are included in the Fund's Statement of Additional Information,
available upon request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of Partnership Interest 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>
Year Ended December 31,
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PER SHARE DATA: 1987(1) 1988 1989 1990 1991 1992 1993 1994
------ ----- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $13.00 $17.30 $19.98 $24.18 $25.58 $30.06 $29.24 $35.66
------ ----- ------ ------ ------ ------ ------ ------
INVESTMENT OPERATIONS:
Investment income-net(2)(3)...... .22 .50 .30 .94 .67 .50 .30 .22
Net realized and unrealized gain
(loss) on investments(2)....... 4.08 2.18 3.90 .46 3.81 (1.32) 6.12 (2.89)
------ ----- ------ ------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 4.30 2.68 4.20 1.40 4.48 (.82) 6.42 (2.67)
------ ----- ------ ------ ------ ------ ------ ------
Net asset value, end of year..... $17.30 $19.98 $24.18 $25.58 $30.06 $29.24 $35.66 $32.99
====== ===== ====== ====== ====== ====== ====== ======
TOTAL INVESTMENT RETURN(4)........... 33.08%(5) 15.49% 21.02% 5.79% 17.51% (2.73%) 21.96% (7.49%)
RATIOS/SUPPLEMENTAL DATA:
Ratio of operating expenses to
average net assets............. 1.10%(5)(6)1.49%(6) 1.50%(6) 1.50%(6) 1.50%(6) 1.50%(6) 1.37% 1.40%
Ratio of interest expense and
dividends on securities sold short
to average net assets .41%(5) .25% -_ .28% .12% .11% .13% -_
Ratio of net investment income
to average net assets.......... 1.40%(5) 2.62% 1.37% 3.73% 2.39% 1.67% .96% .57%
Portfolio Turnover Rate.......... 395.95%(5) 451.99% 452.42% 565.67% 419.67% 439.07% 186.97% 147.28%
Net Assets, end of year (000's Omitted) $9,810 $18,151 $17,240 $25,337 $54,469 $111,364 $159,383 $134,067
- ----------------------
(1)From April 10, 1987 (commencement of operations) to December 31, 1987.
(2)Per share data for 1987, 1988, 1989 and 1990 has been restated for
comparative purposes.
(3)Based on an average of shares outstanding at each month end.
(4)Exclusive of sales load.
(5)Not annualized.
(6)Net of expenses reimbursed.
</TABLE>
(Page 3)
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.
<TABLE>
Debt Outstanding
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------
1987(1) 1988 1989 1990 1991 1992 1993 1994
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Amount of debt outstanding at
end of year (in thousands)............ -- -- -- -- -- -- -- --
Average amount of debt outstanding
throughout year (in thousands)(2)..... $ 401 $ 354 -- -- -- -- -- --
Average number of shares outstanding
throughout year (in thousands)(3)..... 369 766 -- -- -- -- -- --
Average amount of debt per share throughout year $ 1.09 $ .46 -- -- -- -- -- --
- -------------------
(1)From April 10, 1987 (commencement of operations) to December 31, 1987.
(2)Based upon daily outstanding borrowings.
(3)Based upon month-end balances.
</TABLE>
DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE -- The Fund's goal is to provide you with capital
growth. 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 may invest in a portfolio of securities of
issuers located throughout the world. Under normal circumstances, the Fund
will invest a substantial portion of its assets in the securities of issuers
located in at least three countries. The Fund may invest without restriction
in companies in, or governments of, developing countries.
The Fund may invest principally in publicly issued common stocks of
foreign and domestic issuers. There are no limitations on the type, size,
operating history or dividend paying record of companies or industries in
which the Fund may invest, the principal criteria for investment being that
the securities provide opportunities for capital growth. The Fund also may
invest in the common stocks of foreign companies which are not publicly
traded in the United States and the debt securities of foreign governments.
The Fund may invest in convertible securities, preferred stocks and debt
securities when management believes that such securities offer opportunities
for capital growth. The debt securities in which the Fund may invest must be
rated at least Caa by Moody's Investors Service, Inc. ("Moody's") or CCC by
Standard & Poor's Corporation ("S&P") or, if unrated, deemed to be of
comparable quality by The Dreyfus Corporation. Obligations rated Caa by
Moody's and CCC by S&P are considered to have predominantly speculative
characteristics, with respect to capacity to pay interest and repay principal
and to be of poor standing. The Fund intends to invest less than 35% of its
net assets in debt securities rated lower than investment grade by Moody's
and S&P. See "Risk Factors _ Lower Rated Securities" below for a discussion
of certain risks.
The Fund's policy is to purchase marketable securities which are
not restricted as to public sale, subject to the limited exception set forth
below under "Certain Portfolio Securities _ Illiquid Securities." The Fund
will be alert to favorable arbitrage opportunities (such as those resulting
from favorable interest rate differentials) arising from the relative yields
of the various types of securities in which the Fund may invest and market
conditions generally. When management believes it desirable, typically when
it believes that common stocks are a less attractive investment alternative
and a temporary defensive position is advisable, the Fund may invest in
high-rated corporate debt securities, U.S. Government securities, repurchase
agreements, certificates of deposit, time deposits, bankers' acceptances and
commercial paper.
(Page 4)
The Fund may invest up to 25% of its total assets in the securities
of issuers having their principal business activities in the same industry,
regardless of country. The Fund may invest up to 5% of its assets in
securities of companies that have been in continuous operation for fewer than
three years.
In an effort to increase its total return, the Fund may engage in
various investment techniques which, if successful, would produce short-term
capital gains. The use of investment techniques such as leveraging,
short-selling, engaging in options and futures transactions, currency
transactions and lending of portfolio securities involves greater risk than
that incurred by many other funds. Options and futures transactions involve
so-called "derivative securities." You should purchase Fund shares only as a
supplement to an overall investment program and only if you are willing to
undertake the risks involved.
INVESTMENT TECHNIQUES
FOREIGN CURRENCY TRANSACTIONS -- The Fund expects that its normal investment
activity may involve a significant amount of 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. Forward currency exchange contracts are entered into in the
interbank market conducted directly between currency traders (typically
commercial banks or other financial institutions) and their customers. The
Fund also may combine forward currency exchange contracts with investments in
securities denominated in other currencies.
The Fund also may maintain short positions in forward currency
exchange transactions, which would involve the Fund agreeing to exchange an
amount of a currency it did not currently own for another currency at a
future date in anticipation of a decline in the value of the currency sold
relative to the currency the Fund contracted to receive in the exchange. This
type of short-selling would be subject to segregation or asset coverage
requirements.
LEVERAGE THROUGH BORROWING -- The Fund may borrow for investment purposes up
to 33 1/3% of the value of its total assets. This borrowing, which is known as
leveraging, generally will be unsecured, except to the extent the Fund enters
into reverse repurchase agreements described below. Leveraging will
exaggerate the effect on net asset value of any increase or decrease in the
market value of the Fund's portfolio. Money borrowed for leveraging will be
subject to interest costs which may or may not be recovered by appreciation
of the securities purchased; in certain cases, interest costs may exceed the
return received on the securities purchased.
Among the forms of borrowing in which the Fund may engage is the
entry into reverse repurchase agreements with banks, brokers or dealers.
These transactions involve the transfer by the Fund of an underlying debt
instrument in return for cash proceeds based on a percentage of the value of
the security. The Fund retains the right to receive interest and principal
payments on the security. At an agreed upon future date, the Fund repurchases
the security at principal, plus accrued interest.
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.
(Page 5)
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 receives the net
proceeds from the short sale. 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.
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) in which the Fund may invest. The Fund may write covered
call and put 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. 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. A covered call option sold by the Fund, which is a call option with res
pect 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. A covered put option sold by the Fund exposes the Fund during the term
of the option to a decline in price of the underlying security. Similarly,
the principal reason for writing covered put options is to realize income in
the form of premiums. A put option sold by the Fund is covered when, among
other things, cash or liquid securities are placed in a segregated account
with the Fund's custodian to fulfill the obligation undertaken.
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 or sale transaction
depending upon the difference between the amount paid to purchase an option
and the amount received from the sale thereof.
The Fund intends to treat certain options in respect of specific
securities that are not traded on a national securities exchange and the
securities underlying covered call options written by the Fund as illiquid
securities. See "Certain Portfolio Securities _ Illiquid Securities" below.
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 and write put and 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
(Page 6)
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 indexes 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.
When the Fund writes an option on a stock index, the Fund will
place in a segregated account with its custodian cash or liquid securities in
an amount at least equal to the market value of the underlying stock index
and will maintain the account while the option is open or will otherwise
cover the transaction.
OPTIONS ON FOREIGN CURRENCY -- The Fund may purchase and sell call and put
options on foreign currency for the purpose of hedging against changes in
future currency exchange rates. Call options convey the right to buy the
underlying currency at a price which is expected to be lower than the spot
price of the currency at the time the option expires. Put options convey the
right to sell the underlying currency at a price which is anticipated to be
higher than the spot price of the currency at the time the option expires.
The Fund may use foreign currency options for the same purposes that it could
use currency forward and futures transactions as described herein. See also
"Call and Put Options on Specific Securities" above.
FUTURES TRANSACTIONS -- IN GENERAL -- The Fund is not a commodity pool.
However, as a substitute for a comparable market position in the underlying
securities or for hedging purposes, the Fund may engage in futures and
options on futures transactions, as described below.
The Fund may trade futures contracts and options on futures
contracts in U.S. domestic markets, such as the Chicago Board of Trade and
the International Monetary Market of the Chicago Mercantile Exchange, or, to
the extent permitted under applicable law, on exchanges located outside the
United States, such as the London International Financial Futures Exchange
and the Sydney Futures Exchange Limited. Foreign markets may offer advantages
such as trading in commodities that are not currently traded in the United
States or arbitrage possibilities not available in the United States. Foreign
markets, however, may have greater risk potential than domestic markets. See
"Risk Factors _ Foreign Commodity Transactions" below.
The Fund's commodities transactions must constitute bona fide
hedging or other permissible transactions pursuant to regulations promulgated
by the Commodity Futures Trading Commission (the "CFTC"). In addition, the
Fund may not engage in such transactions if the sum of the amount of initial
margin deposits and premiums paid for unexpired commodity options would,
other than for bona fide hedging transactions, exceed 5% of the liquidation
value of the Fund's assets, after taking into account unrealized profits and
unrealized losses on such contracts it has entered into; provided, however,
that in the case of an option that is in-the-money at the time of purchase,
the in-the money amount may be excluded in calculating the 5%. Pursuant to
regulations and/or published positions of the Securities and Exchange
Commission, the Fund may be required to segregate cash or high quality money
market instruments in connection with its commodities transactions in an
amount generally equal to the value of the underlying commodity. To the
extent the Fund engages in the use of futures and options on futures for
other than bona fide hedging purposes, the Fund may be subject to additional
risk.
Initially, when purchasing or selling futures contracts the Fund
will be required to deposit with its custodian in the broker's name an amount
of cash or cash equivalents up to approximately 10% of the contract amount.
This amount is subject to change by the exchange or board of trade on which
the contract is traded and members of such exchange or board of trade may
impose their own higher requirements. This amount is known as "initial
margin" and is in the nature of a performance bond or good
(Page 7)
faith deposit on the contract which is returned to the Fund upon termination
of the futures position, assuming all contractual obligations have been
satisfied. Subsequent payments, known as "variation margin," to and from the
broker will be made daily as the price of the index or securities underlying
the futures contract fluctuates, making the long and short positions in the
futures contract more or less valuable, a process known as "marking-to-market."
At any time prior to the expiration of a futures contract, the Fund may elect
to close the position by taking an opposite position, at the then prevailing
price, which will operate to terminate the Fund's existing position in the
contract.
Although the Fund intends to purchase or sell futures contracts
only if there is an active market for such contracts, no assurance can be
given that a liquid market will exist for any particular contract at any
particular time. Many futures exchanges and boards of trade limit the amount
of fluctuation permitted in futures contract prices during a single trading
day. Once the daily limit has been reached in a particular contract, no
trades may be made that day at a price beyond that limit or trading may be
suspended for specified periods during the trading day. Futures contract
prices could move to the limit for several consecutive trading days with
little or no trading, thereby preventing prompt liquidation of futures
positions and potentially subjecting the Fund to substantial losses. If it is
not possible, or the Fund determines not, to close a futures position in
anticipation of adverse price movements, the Fund will be required to make
daily cash payments of variation margin. In such circumstances, an increase
in the value of the portion of the portfolio being hedged, if any, may offset
partially or completely losses on the futures contract. However, no assurance
can be given that the price of the securities being hedged will correlate
with the price movements in a futures contract and thus provide an offset to
losses on the futures contract.
To the extent the Fund is engaging in a futures transaction as a
hedging device, because of the risk of an imperfect correlation between
securities in the Fund's portfolio that are the subject of a hedging
transaction and the futures contract used as a hedging device, it is possible
that the hedge will not be fully effective if, for example, losses on the
portfolio securities exceed gains on the futures contract or losses on the
futures contract exceed gains on the portfolio securities. For futures contrac
ts based on indices, the risk of imperfect correlation increases as the
composition of the Fund's portfolio varies from the composition of the index.
In an effort to compensate for the imperfect correlation of movements in the
price of the securities being hedged and movements in the price of futures
contracts, the Fund may buy or sell futures contracts in a greater or lesser
dollar amount than the dollar amount of the securities being hedged if the
historical volatility of the futures contract has been less or greater than
that of the securities. Such "over hedging" or "under hedging" may adversely
affect the Fund's net investment results if the market does not move as
anticipated when the hedge is established.
Successful use of futures by the Fund also is subject to The
Dreyfus Corporation's ability to predict correctly movements in the direction
of the market or interest rates. For example, if the Fund has hedged against
the possibility of a decline in the market adversely affecting the value of
securities held in its portfolio and market prices increase instead, the Fund
will lose part or all of the benefit of the increased value of securities
which it has hedged because it will have offsetting losses in its futures
positions. Furthermore, if in such circumstances the Fund has insufficient
cash, it may have to sell securities to meet daily variation margin
requirements. The Fund may have to sell such securities at a time when it may
be disadvantageous to do so.
An option on a futures contract gives the purchaser the right, in
return for the premium paid, to assume a position in a futures contract (a
long position if the option is a call and a short position if the option is a
put) at a specified exercise price at any time during the option exercise
period. The writer of the option is required upon exercise to assume an
offsetting futures position (a short position if the option is a call and a
(Page 8)
long position if the option is a put). Upon exercise of the option, the
assumption of offsetting futures positions by the writer and holder of the
option will be accompanied by delivery of the accumulated cash balance in the
writer's futures margin account which represents the amount by which the
market price of the futures contract, at exercise, exceeds, in the case of a
call, or is less than, in the case of a put, the exercise price of the option
on the futures contract.
Call options sold by the Fund with respect to futures contracts
will be covered by, among other things, entering into a long position in the
same contract at a price no higher than the strike price of the call option,
or by ownership of the instruments underlying, or instruments the prices of
which are expected to move relatively consistently with the instruments
underlying, the futures contract. Put options sold by the Fund with respect
to futures contracts will be covered in the same manner as put options on
specific securities as described above.
STOCK INDEX FUTURES AND OPTIONS ON STOCK INDEX FUTURES -- The Fund may
purchase and sell stock index futures contracts and options on stock index
futures contracts as a substitute for a comparable market position in the
underlying securities or for hedging purposes.
A stock index future obligates the seller to deliver (and the
purchaser to take) an amount of cash equal to a specific dollar amount times
the difference between the value of a specific stock index at the close of
the last trading day of the contract and the price at which the agreement is
made. No physical delivery of the underlying stocks in the index is made.
With respect to stock indices that are permitted investments, the Fund
intends to purchase and sell futures contracts on the stock index for which
it can obtain the best price with consideration also given to liquidity.
The price of stock index futures may not correlate perfectly with
the movement in the stock index because of certain market distortions. First,
all participants in the futures market are subject to margin deposit and
maintenance requirements. Rather than meeting additional margin deposit
requirements, investors may close futures contracts through offsetting
transactions which would distort the normal relationship between the index
and futures markets. Secondly, from the point of view of speculators, the
deposit requirements in the futures market are less onerous than margin
requirements in the securities market. Therefore, increased participation by
speculators in the futures market also may cause temporary price distortions.
INTEREST RATE FUTURES CONTRACTS AND OPTIONS ON INTEREST RATE FUTURES
CONTRACTS -- The Fund may invest in interest rate futures contracts and
options on interest rate futures contracts as a substitute for a comparable
market position or to hedge against adverse movements in interest rates.
To the extent the Fund has invested in interest rate futures
contracts or options on interest rate futures contracts as a substitute for a
comparable market position, the Fund will be subject to the investment risks
of having purchased the securities underlying the contract.
The Fund may purchase call options on interest rate futures
contracts to hedge against a decline in interest rates and may purchase put
options on interest rate futures contracts to hedge its portfolio securities
against the risk of rising interest rates.
The Fund may sell call options on interest rate futures contracts
to partially hedge against declining prices of portfolio securities. If the
futures price at expiration of the option is below the exercise price, the
Fund will retain the full amount of the option premium which provides a
partial hedge against any decline that may have occurred in the Fund's
portfolio holdings. The Fund may sell put options on interest rate futures
contracts to hedge against increasing prices of the securities which are deliv
erable upon exercise of the futures contract. If the futures price at
expiration of the option is higher than the exercise price, the Fund will
retain the full amount of the option premium which provides a partial hedge
against any increase in the price of securities which the Fund intends to
purchase. If a put or call option sold by
(Page 9)
the Fund is exercised, the Fund
will incur a loss which will be reduced by the amount of the premium it
receives. Depending on the degree of correlation between changes in the value
of its portfolio securities and changes in the value of its futures
positions, the Fund's losses from existing options on futures may to some
extent be reduced or increased by changes in the value of its portfolio
securities.
The Fund also may sell options on interest rate futures contracts
as part of closing purchase transactions to terminate its options positions.
No assurance can be given that such closing transactions can be effected or
that there will be a correlation between price movements in the options on
interest rate futures and price movements in the Fund's portfolio securities
which are the subject of the hedge. In addition, the Fund's purchase of such
options will be based upon predictions as to anticipated interest rate
trends, which could prove to be inaccurate.
CURRENCY FUTURES AND OPTIONS ON CURRENCY FUTURES -- The Fund may purchase and
sell currency futures contracts and options thereon. See "Futures
Transactions -- In General" and "Call and Put Options on Specific Securities"
above. By selling foreign currency futures, the Fund can establish the number
of U.S. dollars it will receive in the delivery month for a certain amount of
foreign currency. In this way, if the Fund anticipates a decline of a foreign
currency against the U.S. dollar, the Fund can attempt to fix the U.S. dollar
value of some or all of the securities held in its portfolio that are
denominated in that currency. By purchasing foreign currency futures, the
Fund can establish the number of dollars it will be required to pay for a
specified amount of a foreign currency in the delivery month. Thus, if the
Fund intends to buy securities in the future and expects the U.S. dollar to
decline against the relevant foreign currency during the period before the
purchase is effected, the Fund can attempt to fix the price in U.S. dollars
of the securities it intends to acquire.
The purchase of options on currency futures will allow the Fund,
for the price of a premium it must pay for the option, to decide whether or
not to buy (in the case of a call option) or sell (in the case of a put
option) a futures contract at a specified price at any time during the period
before the option expires. If the Fund, in purchasing an option, has been
correct in its judgment concerning the direction in which the price of a
foreign currency would move as against the U.S. dollar, it may exercise the
option and thereby take a futures position to hedge against the risk it had
correctly anticipated or close out the option position at a gain that will
offset, to some extent, currency exchange losses otherwise suffered by the
Fund. If exchange rates move in a way the Fund did not anticipate, the Fund
will have incurred the expense of the option without obtaining the expected
benefit. As a result, the Fund's profits on the underlying securities
transactions may be reduced or overall losses incurred.
OPTIONS ON SWAPS -- The Fund may purchase cash-settled options on interest
rate swaps, interest rate swaps denominated in foreign currency and equity
index swaps in pursuit of its investment objective. Interest rate swaps
involve the exchange by the Fund with another party of their respective
commitments to pay or receive interest (for example, an exchange of
floating-rate payments for fixed-rate payments) denominated in U.S. dollars
or foreign currency. Equity index swaps involve the exchange by the Fund with
another party of cash flows based upon the performance of an index or a
portion of an index of securities which usually include dividends. A
cash-settled option on a swap gives the purchaser the right, but not the
obligation, in return for the premium paid, to receive an amount of cash
equal to the value of the underlying swap as of the exercise date. These
options typically are purchased in privately negotiated transactions from
financial institutions, including securities brokerage firms.
FUTURE DEVELOPMENTS -- The Fund may take advantage of opportunities in the
area of options and futures contracts and options on futures contracts and
any other derivative investments which are not presently contemplated for use
by the Fund or which are not currently available but which may be
(Page 10)
developed,
to the extent such opportunities are both consistent with the Fund's
investment objective and legally permissible for the Fund. Before entering
into such transactions or making any such investment, the Fund will provide
appropriate disclosure in its prospectus.
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 331/3% 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.
FORWARD COMMITMENTS -- Securities purchased by the Fund often are offered on
a forward commitment or when-issued basis, which means that delivery and
payment take place a number of days after the date of the commitment to
purchase. The payment obligation and the interest rate that will be received
on a forward commitment or when-issued security are fixed at the time the
Fund enters into the commitment. The Fund will make commitments to purchase
such securities only with the intention of actually acquiring the securities,
but the Fund may sell these securities before the settlement date if it is
deemed advisable. The Fund will not accrue income in respect of a forward
commitment or when-issued security prior to its stated delivery date.
Securities purchased on a forward commitment or when-issued basis
and certain other securities held in the Fund's portfolio are subject to
changes in value (both generally changing in the same way, i.e., appreciating
when interest rates decline and depreciating when interest rates rise) based
upon the public's perception of the creditworthiness of the issuer and
changes, real or anticipated, in the level of interest rates. Securities
purchased on a forward commitment or when-issued basis may expose the Fund to
risks because they may experience such fluctuations prior to their actual
delivery. Purchasing securities on a forward commitment or when-issued basis
can involve the additional risk that the yield available in the market when
the delivery takes place actually may be higher than that obtained in the
transaction itself. A segregated account of the Fund consisting of cash, cash
equivalents or U.S. Government securities or other high quality liquid debt
securities at least equal at all times to the amount of the when-issued or
forward commitments will be established and maintained at the Fund's
custodian bank. Purchasing securities on a forward commitment or when-issued
basis when the Fund is fully or almost fully invested may result in greater
potential fluctuation in the value of the Fund's net assets and its net asset
value per share.
CERTAIN PORTFOLIO SECURITIES
CONVERTIBLE SECURITIES -- A convertible security is a fixed-income security,
such as a bond or preferred stock, that may be converted at either a stated
price or stated rate into underlying shares of common stock. Convertible
securities have general characteristics similar to both fixed-income and
equity securities. Although to a lesser extent than with fixed-income
securities generally, the market value of convertible securities tends to
decline as interest rates increase and, conversely, tends to increase as
interest rates decline. In addition, because of the conversion feature, the
market value of convertible securities tends to vary with fluctuations in the
market value of the underlying common stock, and, therefore, also will react
to variations in the general market for equity securities. A unique feature
of convertible securi-
(Page 11)
ties is that as the market price of the underlying
common stock declines, convertible securities tend to trade increasingly on a
yield basis, and so may not experience market value declines to the same
extent as the underlying common stock. When the market price of the
underlying common stock increases, the prices of the convertible securities
tend to rise as a reflection of the value of the underlying common stock.
While no securities investments are without risk, investments in convertible
securities generally entail less risk than investments in common stock of the
same issuer.
As fixed-income securities, convertible securities are investments
that provide for a stable stream of income with generally higher yields than
common stocks. Of course, like all fixed-income securities, there can be no
assurance of current income because the issuers of the convertible securities
may default on their obligations. Convertible securities, however, generally
offer lower interest or dividend yields than non-convertible securities of
similar quality because of the potential for capital appreciation. A
convertible security, in addition to providing fixed income, offers the
potential for capital appreciation through the conversion feature, which
enables the holder to benefit from increases in the market price of the
underlying common stock. There can be no assurance of capital appreciation,
however, because securities prices fluctuate.
Convertible securities generally are subordinated to other similar
but non-convertible securities of the same issuer, although convertible
bonds, as corporate debt obligations, enjoy seniority in right of payment to
all equity securities, and convertible preferred stock is senior to common
stock, of the same issuer. Because of the subordination feature, however,
convertible securities typically have lower ratings than similar
non-convertible securities.
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.
WARRANTS -- The Fund may invest up to 2% of its net assets in warrants,
except that this limitation does not apply to warrants acquired in units or
attached to securities. A warrant is an instrument issued by a corporation
which gives the holder the right to subscribe to a specified amount of the
corporation's capital stock at a set price for a specified period of time.
MONEY MARKET INSTRUMENTS -- The Fund may invest in the circumstances
described under "Management Policies," in the following types of money market
instruments.
U.S. GOVERNMENT SECURITIES. Securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities include U.S. Treasury
securities that 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 and
instrumentalities, no assurance can be given that it
(Page 12)
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 or 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 and 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. With respect to
such securities issued by foreign branches of domestic banks, foreign
subsidiaries of domestic banks, and domestic and foreign branches of foreign
banks, the Fund may be subject to additional investment risks that are
different in some respects from those incurred by a fund which invests only
in debt obligations of U.S. domestic issuers. See "Risk Factors _ Investing
in Foreign Securities" below.
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.
COMMERCIAL PAPER. Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs. The commercial
paper purchased by the Fund will consist only of direct obligations which, at
the time of their purchase, are (a) rated not lower than Prime-1 by Moody's
or A-1 by S&P, (b) issued by companies having an outstanding unsecured debt
issue currently rated at least A3 by Moody's or A- by S&P, or (c) if unrated,
determined by The Dreyfus Corporation to be of comparable quality to those
rated obligations which may be purchased by the Fund.
CERTAIN FUNDAMENTAL POLICIES -- The Fund may: (i) purchase securities of any
company having less than three years' continuous operation (including
operations of any predecessors) if such purchase does not cause the value of
the Fund's investments in all such companies to exceed 5% of the value of its
assets; (ii) borrow money to the extent permitted under the Investment
Company Act of 1940, which currently limits borrowing to no more than 331/3%
of the value of the Fund's total assets; (iii) pledge, mortgage or
hypothecate its assets to the extent necessary to secure permitted borrowings
and to the extent related to the deposit of assets in escrow in connection
with portfolio transactions; and (iv) invest up to 25% of its total assets in
the securities of issuers in a single industry, provided there is no
limitation on the purchase of obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities. This paragraph describes
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 Fund's Statement of Additional
Information.
(Page 13)
CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICY -- The Fund may invest up to 15% of
the value 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 Fund's 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
regulations 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.
Developing countries have economic structures that are generally
less diverse and mature, and political systems that are less stable, than
those of developed countries. The markets of developing countries may be more
volatile than the markets of more mature economies; however, such markets may
provide higher rates of return to investors. Many developing countries
providing investment opportunities for the Fund have experienced substantial,
and in some periods extremely high, rates of inflation for many years.
Inflation and rapid fluctuations in inflation rates have had and may continue
to have adverse effects on the economies and securities markets of certain of
these countries. In an attempt to control inflation, wage and price controls
have been imposed in certain developing countries.
Since foreign securities often are purchased with and payable in
currencies of foreign countries, the value of these assets as measured in
U.S. dollars may be affected favorably or unfavorably by changes in currency
rates and exchange control regulations. 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 investors.
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
(Page 14)
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.
FOREIGN COMMODITY TRANSACTIONS -- Unlike trading on domestic commodity
exchanges, trading on foreign commodity exchanges is not regulated by the
CFTC and may be subject to greater risks than trading on domestic exchanges.
For example, some foreign exchanges are principal markets so that no common
clearing facility exists and a trader may look only to the broker for
performance of the contract. In addition, unless the Fund hedges against
fluctuations in the exchange rate between the U.S. dollar and the currencies
in which trading is done on foreign exchanges, any profits that the Fund
might realize in trading could be eliminated by adverse changes in the
exchange rate, or the Fund could incur losses as a result of those changes.
Transactions on foreign exchanges may include both commodities which are
traded on domestic exchanges and those which are not.
LOWER RATED SECURITIES -- You should carefully consider the relative risks of
investing in the higher yielding (and, therefore, higher risk) debt
securities in which the Fund may invest when management believes that such
securities offer opportunities for capital growth. These are securities such
as those rated Ba by Moody's or BB by S&P or as low as those rated Caa by
Moody's or CCC by S&P. They generally are not meant for short-term investing
and may be subject to certain risks with respect to the issuing entity and to
greater market fluctuations than certain lower yielding, higher rated
fixed-income securities. Securities rated Ba by Moody's are judged to have
speculative elements; their future cannot be considered as well assured and
often the protection of interest and principal payments may be very moderate.
Securities rated BB by S&P are regarded as having predominantly speculative
characteristics and, while such securities have less near-term vulnerability
to default than other speculative grade debt, they face major ongoing
uncertainties or exposure to adverse business, financial or economic
conditions which could lead to inadequate capacity to meet timely interest
and principal payments. Securities rated Caa by Moody's are of poor standing
and may be in default or there may be present elements of danger with respect
to principal or interest. S&P typically assigns a CCC rating to debt which
has a current identifiable vulnerability to default and is dependent upon
favorable business, financial and economic conditions to meet timely payments
of interest and repayment of principal. Such obligations, though high
yielding, are characterized by great risk. See "Appendix" in the Fund's
Statement of Additional Information for a general description of Moody's and
S&P securities ratings. The ratings of Moody's and S&P represent their
opinions as to the quality of the securities which they undertake to rate. It
should be emphasized, however, that ratings are relative and subjective and,
although ratings may be useful in evaluating the safety of interest and
principal payments, they do not evaluate the market value risk of these
securities. Therefore, although these ratings may be an initial criterion for
selection of portfolio investments, The Dreyfus Corporation also will
evaluate these securities and the ability of the issuers of such securities
to pay interest and principal. The Fund's ability to achieve its investment
objective may be more dependent on The Dreyfus Corporation's credit analysis
than might be the case for a fund that invested in higher rated securities.
Once the rating of a portfolio security has been changed, the Fund will
consider all circumstances deemed relevant in determining whether to continue
to hold the security.
(Page 15)
The market price and yield of securities rated Ba or lower by
Moody's and BB or lower by S&P are more volatile than those of higher rated
securities. Factors adversely affecting the market price and yield of these
securities will adversely affect the Fund's net asset value. In addition, the
retail secondary market for these securities may be less liquid than that of
higher rated securities; adverse conditions could make it difficult at times
for the Fund to sell certain securities or could result in lower prices than
those used in calculating the Fund's net asset value.
The market values of certain lower rated debt securities tend to
reflect individual corporate developments to a greater extent than do higher
rated securities, which react primarily to fluctuations in the general level
of interest rates, and tend to be more sensitive to economic conditions than
are higher rated securities. Companies that issue such securities often are
highly leveraged and may not have available to them more traditional methods
of financing. Therefore, the risk associated with acquiring the securities of
such issuers generally is greater than is the case with higher rated
securities.
The Fund may invest in zero coupon securities and pay-in-kind bonds
(bonds which pay interest through the issuance of additional bonds) rated as
low as Caa by Moody's or CCC by S&P, which involve special considerations.
These securities may be subject to greater fluctuations in value due to
changes in interest rates than interest-bearing securities and thus may be
considered more speculative than comparably rated interest-bearing
securities. See "Investment Objective and Management Policies _ Risk Factors
_ Lower Rated Securities" in the Fund's Statement of Additional Information.
OTHER INVESTMENT CONSIDERATIONS -- Even though interest-bearing securities
are investments which promise a stable stream of income, the prices of such
securities are inversely affected by changes in interest rates and,
therefore, are subject to the risk of market price fluctuations. The values
of fixed-income securities also may be affected by changes in the credit
rating or financial condition of the issuing entities.
Portfolio turnover will not be a limiting factor when making
portfolio decisions. Using certain investment techniques may produce higher
than normal portfolio turnover. Higher portfolio turnover rates are likely to
result in comparatively greater brokerage commissions or transaction costs.
See "Portfolio Transactions" in the Statement of Additional Information.
A "diversified" investment company is required by the Investment
Company Act of 1940 generally, with respect to 75% of its total assets, to
invest not more than 5% of such assets in the securities of a single issuer
and to hold not more than 10% of the outstanding voting securities of a
single issuer. As to the remaining 25% of its total assets, the investment
company is not so restricted. As a "non-diversified" investment company, the
Fund is not subject to any restriction as to the percentage of its assets
that may be invested in the securities of any one issuer. Accordingly, since
a relatively high percentage of its assets may be invested in the obligations
of a limited number of issuers some of which may be within the same economic
sector, the Fund's portfolio securities may be more susceptible to any single
economic, political or regulatory occurrence than the portfolio securities of
a diversified investment company.
As a partnership, the Fund itself is not subject to Federal income
tax. Instead, each investor is allocated, and subject to tax on, its share of
the Fund's income, gains and losses, whether or not any cash distributions
are made to investors. Accordingly, since the Fund presently does not intend
to make cash distributions on a current basis, an investor will have taxable
income from its investment in the Fund but will not receive a corresponding
cash distribution. However, undistributed income and gains, net of expenses,
will increase the Fund's average daily net asset value per share and also
will increase the investor's tax basis in its shares. Accordingly, subject to
subsequent events, the investor will receive this income without tax upon
redemption of its shares.
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
(Page 16)
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 January 31, 1995, 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 Managing General Partners in
accordance with Delaware Law. The Fund's primary portfolio manager is Kelly
McDermott. She has held that position since March 1994 and has been employed
by The Dreyfus Corporation since June, 1992. Previously, Ms. McDermott served
in the Institutional Division of European sales at Morgan Stanley & Co.
Incorporated, Salomon Brothers, Inc. and Kleinwort Benson. 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 $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. The management fee is
higher than that paid by most other investment companies.
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 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
in respect of these services.
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
(Page 17)
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 Distribution 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 theDistributor 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. Share 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
$500. The initial investment must be accompanied by the Fund's Account
Application which incorporates a Power of Attorney. 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 the Fund's Managing General
Partners, 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 vary
further the initial and subsequent investment minimum requirements at any
time.
Initial purchases of Fund shares may be made by check. Subsequent
purchases may be made by check or wire, or through the Dreyfus TELETRANSFER
Privilege described below. Checks should be made payable to "The Dreyfus
Family of Funds." 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. 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 for subsequent purchases 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#8900119357/Dreyfus Global Growth, L.P. (A Strategic Fund), for
purchase of Fund shares in your name. The wire must include your Fund account
number, account registration and dealer number, if applicable. 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.
(Page 18)
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."
If an order is received by the Transfer Agent by the close of
trading on the floor of the New York Stock Exchange (currently 4:00 p.m., New
York time) on any business day, Fund shares will be purchased at the public
offering price (i.e., net asset value plus the applicable sales load set
forth below) determined as of the close of trading on the floor of the New
York Stock Exchange on that day. Otherwise, Fund shares will be purchased at
the public offering price determined as of the close of trading on the floor
of the New York Stock Exchange on the next business day, except where shares
are purchased through a dealer as provided below.
Orders for the purchase of Fund shares received by dealers by the
close of trading on the New York Stock Exchange on any business day and
transmitted to the Distributor or its designee by the close of its business
day (normally 5:15 p.m., New York time) will be based on the public offering
price per share determined as of the close of trading on the floor of the New
York Stock Exchange on that day. Otherwise, the orders will be based on the
next determined public offering price. It is the dealer's responsibility to
transmit orders so that they will be received by the Distributor or its
designee before the close of its business day.
The public offering price is the net asset value per share (see
"Determination of Net Asset Value" and "Statement of Assets and Liabilities"
in the Fund's Statement of Additional Information) plus a sales load as shown
below:
<TABLE>
SALES LOAD
------------------------------------------
AS A % OF AS A % OF
OFFERING PRICE NET ASSET VALUE
AMOUNT OF TRANSACTION PER SHARE PER SHARE
------------------------- --------------- ----------------
<S> <C> <C> <C>
Less than $100,000......................... 3.00 3.10
$100,000 to less than $250,000............. 2.75 2.80
$250,000 to less than $500,000............. 2.25 2.30
$500,000 to less than $1,000,000........... 2.00 2.00
$1,000,000 and over........................ 1.00 1.00
</TABLE>
Full-time employees of NASD member firms and full-time employees of
other financial institutions which have entered
into an agreement with the Distributor pertaining to the sale of Fund shares
(or which otherwise have a brokerage related or clearing arrangement with an
NASD member firm or financial institution with respect to the sale of Fund
shares) may purchase Fund shares for themselves or for their spouses or minor
children at net asset value, provided that they have furnished the
Distributor with such information it may request from time to time in order
to verify eligibility for this privilege. This privilege also applies to
full-time employees of financial institutions affiliated with NASD member
firms whose full-time employees are eligible to purchase Fund shares at net
asset value. In addition, Fund shares are offered at net asset value to
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 the Fund's
Managing General Partners, or the spouse or minor child of any of the
foregoing.
The full sales load may be reallowed to dealers by the Distributor.
The dealer reallowance may be changed from time to time but will remain the
same for all dealers. The Distributor, at its expense, may provide additional
promotional incentives to dealers that sell shares of funds advised by The
Dreyfus
(Page 19)
Corporation which are sold with a sales load, such as the Fund. In
some instances, these incentives may be offered only to certain dealers who
have sold or may sell significant amounts of such shares. Dealers receive a
larger percentage of the sales load from the Distributor than they receive
for selling most other funds. From January 1, 1994 through August 23, 1994,
Dreyfus Service Corporation, a wholly-owned subsidiary of The Dreyfus
Corporation and the Fund's distributor prior to August 24, 1994, retained
$524,524 from sales loads on Fund shares.
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 client a schedule of such fees. You should consult your Service Agent in
this regard.
Fund shares are sold on a continuous basis. Net asset value per
share is determined as of the close of trading on the floor of the New York
Stock Exchange (currently 4:00 p.m., New York time), on each day the New York
Stock Exchange is open for business. For purposes of determining net asset
value per share, options and futures contracts will be valued 15 minutes
after the close of trading on the floor of the New York Stock Exchange. Net
asset value per share 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 or in accordance with procedures fixed
by the Managing General Partners. 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 obtain a certified TIN upon
opening or reopening an account. See 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").
RIGHT OF ACCUMULATION -- Reduced sales loads apply to any purchase of Fund
shares, shares of other funds advised by The Dreyfus Corporation which are
sold with a sales load or shares of funds acquired by a previous exchange of
shares purchased with a sales load (hereinafter referred to as "Eligible
Funds") by you and any related "purchaser" as defined in the Statement of
Additional Information, where the aggregate investment, including such
purchase, is $100,000 or more. If, for example, you previously purchased and
still hold shares of the Fund, or of any other Eligible Fund or combination
thereof, with an aggregate current market value of $90,000 and subsequently
purchase shares of the Fund or an Eligible Fund having a current value of
$20,000, the sales load applicable to the subsequent purchase would be
reduced to 2.75% of the offering price. All present holdings of Eligible
Funds may be combined to determine the current offering price of the
aggregate investment in ascertaining the sales load applicable to each
subsequent purchase.
To qualify for reduced sales loads, at the time of a purchase you
or your Service Agent must notify the Distributor or its designee if orders
are made by wire, or the Transfer Agent if orders are made by mail. The
reduced sales load is subject to confirmation of your holdings through a
check of appropriate records.
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
(Page 20)
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 investors. 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.
INVESTOR 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 up to two times per calendar year, 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 other 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 investors 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 investors 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 investor
services and privileges, as applicable, and where available, will be
automatically carried over to the fund in which the exchange is made:
Telephone Exchange Privilege, Dreyfus TELETRANSFER Privilege, Telephone
Redemption Privilege, and the dividend/capital gain distribution option
(except for Dreyfus Dividend Sweep) selected by the investor.
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 "Investor Services" in
the Fund's Statement of Additional Information. No fees currently are charged
investors directly in connection with exchanges, although the
(Page 21)
Fund reserves
the right, upon not less than 60 days' written notice, to charge investors 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 investors.
With respect to any investor who has exchanged out of the Fund
twice during the calendar year, further purchase orders (including those
pursuant to exchange instructions) relating to any shares of the Fund will be
rejected for the remainder of the calendar year. Management believes that
this policy will enable investors to change their investment program, while
protecting the Fund against disruptions in portfolio management resulting
from frequent transactions by those seeking to time market fluctuations.
Exchanges made through omnibus accounts for various retirement plans are not
subject to such limit on exchanges.
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 investor and, therefore, an exchanging investor 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 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 "Investor 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 investor and, therefore, an exchanging investor 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, 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
(Page 22)
having Federal salary, Social
Security, or certain veterans', military or other payments from the Federal
government automatically invested 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.
AUTOMATIC WITHDRAWAL PLAN -- The Automatic Withdrawal Plan permits you to
request withdrawal of a specified dollar amount (minimum $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 50cents for each withdrawal
check. 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 Automatic Withdrawal Plan.
Purchases of additional shares concurrent with withdrawals are
generally undesirable because the sales load is imposed whenever purchases
are made. Any correspondence with respect to the Automatic Withdrawal Plan
should be addressed to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671.
DREYFUS DIVIDEND OPTIONS -- Dreyfus Dividend Sweep enables you to invest
automatically distributions from net investment income or distributions from
net investment income and net realized securities gains, to the extent such
are paid by the Fund, in shares of another fund in the Dreyfus Family of
Funds of which you are an investor. Shares of the other fund will be
purchased at the then-current 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 on
redemption to the contingent deferred sales charge, if any, applicable to the
purchased shares. See "Investor Services" in the Statement of Additional
Information. Dreyfus Dividend ACHpermits you to transfer electronically
distributions from net investment income or distributions from net investment
income and net realized securities gains, to the extent such are paid by 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 and the funds in the
Dreyfus Family of Funds eligible to participate in 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. To
select a new fund after cancellation, you must submit a new Dividend Options
Form. 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 PAYROLL SAVINGS PLAN -- Dreyfus Payroll Savings Plan permits you to
purchase Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit program, you may
have part or all of your paycheck transferred to your existing Dreyfus
(Page 23)
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.
Shares held under Keogh Plans, IRAs, or other retirement plans are not
eligible for this Privilege.
RETIREMENT PLANS -- The Fund offers a variety of pension and profit-sharing
plans, including 401(k) Salary Reduction Plans and 403(b)(7) Plans. Plan
support services also are available. For details, please call toll free
1-800-322-7880. For a discussion concerning certain tax aspects of such an
investment, see "Distributions and Taxes."
LETTER OF INTENT -- By signing a Letter of Intent form, available by calling
1-800-645-6561, you become eligible for the reduced sales load applicable to
the total number of Eligible Fund shares purchased in a 13-month period
pursuant to the terms and under the conditions set forth in the Letter of
Intent. A minimum initial purchase of $5,000 is required. To compute the
applicable sales load, the offering price of shares you hold (on the date of
submission of the Letter of Intent) in any Eligible Fund that may be used towa
rd "Right of Accumulation" benefits described above may be used as a credit
toward completion of the Letter of Intent. However, the reduced sales load
will be applied only to new purchases.
The Transfer Agent will hold in escrow 5% of the amount indicated
in the Letter of Intent for payment of a higher sales load if you do not
purchase the full amount indicated in the Letter of Intent. The escrow will
be released when you fulfill the terms of the Letter of Intent by purchasing
the specified amount. If your purchases qualify for a further sales load
reduction, the sales load will be adjusted to reflect your total purchase at
the end of 13 months. If total purchases are less than the amount specified,
you will be requested to remit an amount equal to the difference between the
sales load actually paid and the sales load applicable to the aggregate
purchases actually made. If such remittance is not received within 20 days,
the Transfer Agent, as attorney-in-fact pursuant to the terms of the Letter
of Intent, will redeem an appropriate number of shares held in escrow to
realize the difference. Signing a Letter of Intent does not bind you to
purchase, or the Fund to sell, the full amount indicated at the sales load in
effect at the time of signing, but you must complete the intended purchase to
obtain the reduced sales load. At the time you purchase Fund shares, you must
indicate your intention to do so under a Letter of Intent.
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.
The Fund imposes no charges when shares are redeemed. 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 upon the Fund's then-current net asset
value.
The Fund ordinarily will make payment for all shares redeemed
within seven days after receipt by the Transfer Agent of a redemption request
in proper form, except as provided by the rules of the Securities and
Exchange Commission. HOWEVER, IF YOU HAVE PURCHASED FUND SHARES BY CHECK, BY
(Page 24)
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 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, DISTRIBUTIONS, IF ANY, 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 and/or an executed Power of
Attorney.
The Fund reserves the right to redeem your account at its option
upon your failure to execute and deliver to the Fund an Account Application
and/or a Power of Attorney and, upon not less than 30 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 shares by using the regular redemption procedure
through the Transfer Agent, the Dreyfus TELETRANSFER Privilege or the
Telephone Redemption 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.
In addition, the Distributor or its designee will accept orders
from dealers with which the Distributor has sales agreements for the
repurchase of shares held by investors. Repurchase orders received by the
dealer prior to the close of trading on the floor of the New York Stock
Exchange on any business day and transmitted to the Distributor or its
designee prior to the close of its business day (normally 5:15 p.m., New York
time) are effected at the price determined as of the close of trading on the
floor of the New York Stock Exchange on that day. Otherwise, the shares will
be redeemed at the next determined net asset value. It is the responsibility
of the dealer to transmit orders on a timely basis. The dealer may charge the
investor a fee for executing the order. This repurchase arrangement is
discretionary and may be withdrawn at any time.
You may redeem Fund shares by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed a Shareholder
Services Form with the Transfer Agent. If you select a telephone redemption
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
(Page 25)
procedures may result in your redemption request being
processed at a later time than it would have been if telephone redemption had
been used. During the delay, the Fund's net asset value may fluctuate.
REGULAR REDEMPTION -- Under the regular redemption procedure, you may redeem
your shares by written request mailed to The Dreyfus Family of Funds, P.O.
Box 9671, Providence, Rhode Island 02940-9671. 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 investor, 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.
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 redemptions. This Privilege may be
modified or terminated at any time by the Transfer Agent or each 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 investors.
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.
(Page 26)
REINVESTMENT PRIVILEGE -- You may reinvest up to the number of shares you
have redeemed, within 30 days of redemption, at the then-prevailing net asset
value without a sales load, or reinstate your account for the purpose of
exercising the Exchange Privilege. The Reinvestment Privilege may be
exercised only once.
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 investor accounts ("Servicing") and (b) pays 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, 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 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 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 used for regulatory
purposes and for distribution to existing investors. 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
(such as costs of printing and mailing service agreements), 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.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS -- The Fund may, but is not required and presently does not
intend to, make any current distributions from net investment income and/or
net realized securities gains (if any -- "current distributions"). In the
event the Fund makes such distributions, you may choose whether to receive
cash or to reinvest in additional Fund shares at net asset value without a
sales load.
TAX CONSIDERATIONS TO THE FUND -- The Fund has received a ruling from the
Internal Revenue Service that it will be treated as a partnership for Federal
income tax purposes. As a partnership, the Fund itself is not subject to
Federal and, generally, state or local taxation. Instead, each investor will
be allocated, and subject to tax on, its proportionate share of the Fund's
income, expenses, gains and losses, whether or not any cash distributions are
made to investors. Although the Internal Revenue Code of 1986, as amended
(the "Code"), contains a provision that would tax certain "publicly traded
partnerships," such as the Fund, as corporations, the Fund will not be
treated as a corporation for Federal income tax purposes under this provision
until 1998.
The Fund has received an opinion of counsel that it will be exempt
from the New York City Unincorporated Business Tax. Such opinion, however, is
not binding on the New York City Department of Finance.
TAX CONSIDERATIONS FOR INVESTORS -- Notice as to the tax status of your
allocable share of the Fund's income, expenses, gains and losses,
representing your share of the Fund's net investment income and net realized
securities gains subject to federal income tax, will be mailed to you annually
. You also may be subject to state and local taxes as a result of your
investment in the Fund.
(Page 27)
Cash distributions (whether received in connection with the partial
or full redemption of Fund shares, or in the event the Fund makes any current
distributions) will not be subject to Federal and, generally, state and local
income tax except to the extent they exceed your adjusted basis in your Fund
shares, in which case such distributions generally will be taxed to you as
capital gains.
Since the Fund presently does not intend to make any current
distributions, you may have taxable income from your investment in the Fund
without receiving a corresponding cash distribution. In such case,
undistributed net investment income and net securities gains will increase
the Fund's average daily net asset value per share and your tax basis in your
Fund shares. Accordingly, subject to subsequent events, you will receive this
income, without being subject to additional taxes thereon, upon partial or
full redemption of your Fund shares. If the Fund were to change its current
practice and make current distributions, for a number of reasons, including
the application of the "mark-to-market," "straddle" and original issue
discount rules of the Code, income allocable to Fund investors may exceed
cash distributions with respect to any fiscal year. In addition, for
financial reporting purposes, certain foreign currency gains and losses will
be reported by the Fund as securities gains and losses. For tax purposes,
however, such gains or losses may be treated as ordinary income or losses.
Thus, an investor's reportable share of ordinary income may be increased by
net foreign currency gains and reduced by net foreign currency losses, as the
case may be.
An investor in the Fund that is a tax exempt organization
(including, but not limited to, IRAs, Keogh Plans, 403(b)(7) Plans and
qualified retirement plans) may be taxed on income allocable to shares of the
Fund that is derived from certain transactions, including borrowing
transactions, certain repurchase agreement transactions and certain options
and futures transactions, in which the Fund may engage. Such income is
treated as "unrelated business taxable income" which, to the extent it
exceeds a $1,000 annual exclusion (in some cases this may have cumulative
applicability to separate IRAs of the same investor), is taxed at a rate that
would apply were the recipient not otherwise tax exempt. The Fund is unable
to predict what portion of income allocable to shares of the Fund will
constitute unrelated business taxable income. Consequently, tax exempt
organizations may conclude that an investment in the Fund, which anticipates
engaging in such transactions, may not be appropriate for them. Income allocab
le to shares of the Fund is not automatically treated as unrelated business
taxable income subject to taxation as described above. Accordingly, investors
placing shares of the Fund in IRAs, Keogh Plans, 403(b)(7) Plans or other
qualified retirement plans, should consult their tax advisers regarding the
taxes applicable to such plans investing in publicly traded partnerships,
such as the Fund. In addition to possible Federal taxation, any unrelated
business taxable income may be subject to state and local income taxation,
which may differ in method of computation from the Federal tax.
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 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.
(Page 28)
Total return is computed on a per share basis and assumes the
reinvestment of 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 maximum offering price 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. Total return may also be calculated by using
the net asset value per share at the beginning of the period instead of the
maximum offering price per share at the beginning of the period. Calculations
based on the net asset value per share do not reflect the deduction of the
sales load which, if reflected, would reduce the performance quoted.
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 the Fund's shares, including data from Lipper Analytical
Services, Inc., the Morgan Stanley Capital International World Index,
Standard & Poor's 500 Composite Stock Price Index, Standard & Poor's MidCap
400 Index, the Dow Jones Industrial Average, Morningstar, Inc. and other
industry publications.
SUMMARY OF PARTNERSHIP AGREEMENT
The full text of the Partnership Agreement, to which, as an
investor, you will be subject, is set forth in the Fund's Statement of
Additional Information and is available upon request. The following
statements summarize and explain certain provisions of the Partnership
Agreement and are qualified in their entirety by the terms of the Partnership
Agreement.
KINDS OF PARTNERS -- The Fund has two kinds of partners, General Partners and
Limited Partners. The General Partners consist of a number of individuals,
referred to herein as Managing General Partners, and one corporate General
Partner, referred to herein as the Non-Managing General Partner. The Managing
General Partners have complete and exclusive control over the management,
conduct and operation of the Fund's business. The General Partners and
Limited Partners are referred to collectively as the "Partners."
Under the terms of the Partnership Agreement, the Non-Managing
General Partner is permitted to participate in the management of the Fund
only in the event that no Managing General Partner remains to elect to
continue the business of the Fund and then only for the limited period of
time (not in excess of 90 days) necessary to convene a meeting of the Limited
Partners for the purpose of making such election.
The Partnership Agreement provides that the General Partners are
not personally liable to any holder of shares or Limited Partner for the
repayment of any amounts standing in the account of a holder of shares or
Limited Partner, including, without limitation, contributions with respect to
such shares. Any such payment shall be solely from the assets of the Fund.
The Partnership Agreement also provides that the General Partners will not be
liable to any holder of shares or Limited Partner by reason of (i) any change
in any Federal or state income tax laws applicable to the Fund or its
investors, or (ii) any other matters, unless the result of wilful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of their office. A General Partner is entitled to
indemnification from the Fund against liabilities and expenses to which he
may be subject in his capacity as a General Partner unless the result of
wilful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such General Partner's office, as more
fully described in the Partnership Agreement.
(Page 29)
Indemnification is limited to
the assets of the Fund. In addition, The Dreyfus Corporation has undertaken
to indemnify the Managing General Partners to the full extent provided in the
Partnership Agreement, although not for amounts arising due to a Managing
General Partner's wilful misfeasance, bad faith, gross negligence or reckless
disregard for the duties involved in the conduct of his office.
VOTING RIGHTS OF PARTNERS -- The Partners have the voting, approval, consent
or similar rights required under the Investment Company Act of 1940 for
voting security holders.
LIABILITY OF LIMITED PARTNERS -- Generally, Limited Partners are not
personally liable for obligations of the Fund unless, in addition to the
exercise of their rights and powers as Limited Partners, they take part in
the control of the business of the Fund. Under the terms of the Partnership
Agreement, the Limited Partners do not have the right to take part in the
control of the Fund, but they may exercise the right to vote on matters
requiring approval under the Investment Company Act of 1940 and on certain
other matters. The Partnership Agreement provides that the Limited Partners
have the right to vote on matters requiring the approval of holders of shares
in a registered investment company under the Investment Company Act of 1940,
and since so permitted by the Partnership Agreement, such right to vote does
not constitute taking part in the control of the Fund's business. There is
not, however, specific statutory or other authority for the existence or
exercise of some or all of these powers in most other jurisdictions. As a resu
lt, to the extent that the Fund is subject to the jurisdiction of courts in
these other jurisdictions, it is possible that these courts may not apply
Delaware law, or, if they apply Delaware law, they may nevertheless interpret
the law to subject the Limited Partners to liability as General Partners.
The Fund intends to include in its contracts a provision limiting
the claims of creditors to Fund assets and will carry insurance in such
amounts as the Managing General Partners, in their judgment, consider
reasonable to cover potential liabilities of the Fund. If a Limited Partner
is sued to satisfy an obligation of the Fund, the Fund, upon notice from the
Limited Partner about the suit, either will pay the claim or, if the Fund
believes the claim is without merit, will undertake the defense of the claim.
However, in the event that a Limited Partner should be found to be liable as
a General Partner, a Limited Partner would be personally liable for
liabilities of the Fund to the extent that the assets and insurance of the
Fund are insufficient to discharge the Fund's liabilities. In view of the
character of the business of the Fund, the nature of its assets and the
operating policies which the Fund will follow, the Fund believes that a
Limited Partner, as a practical matter, will never be required to discharge a
liability of the Fund.
The contribution of a Limited Partner is subject to the risks of
the business of the Fund and the claims of the Fund's creditors. If all or
any portion of the contribution of a Limited Partner is returned to him, upon
redemption of his shares otherwise, such Limited Partner will remain liable
to the Fund to the extent required by the Delaware Revised Uniform Limited
Partnership Act, which would include an amount (not in excess of the amount
of the Limited Partner's returned contribution plus interest) which is equal
to the Limited Partner's proportionate share of such amount as may be
necessary to discharge any liability of the Fund to creditors who extended
credit or whose claims arose before such return was made and the Partnership
Agreement was amended to reflect such return, but only to the extent that the
assets of the Fund are not sufficient to discharge such liabilities. Each
Limited Partner, by becoming a limited Partner, consents to pro rata
distributions to holders of shares, which may constitute in whole or in part
returns of contributions with respect to such shares.
MEETING PROCEDURES -- The Fund will not hold regular annual meetings. The
Fund will adhere to the requirements for meetings specified in the Investment
Company Act of 1940 or the Partnership Agreement. Notice of any meeting may
be made by mail upon not less than 10 or more than 90 days' notice. The
Managing General Partners may determine who shall preside at meetings of the
Partners.
(Page 30)
Meetings of the Partners may be called by the Managing General
Partners or upon the request of holders of shares entitled to at least 30% of
all votes entitled to be cast at such meeting. Partners who are holders of at
least 10% of all outstanding shares shall have the power to direct the
Managing General Partners to call a meeting of Partners for the purpose of
voting on the removal of any Managing General Partner. Notice of a meeting
shall state the purpose or purposes for which the meeting is called.
Each share shall entitle the holder to one vote, except in the
election of Managing General Partners, at which each said vote may be cast
for as many persons as there are Managing General Partners to be elected.
Except for the election of Managing General Partners or for certain other
matters specified in the Partnership Agreement, a majority of votes cast at a
meeting at which a quorum is present shall be sufficient to take and
authorize action.
POWER OF ATTORNEY AND ADMISSION OF LIMITED PARTNERS -- A purchaser of shares
is subject to a Power of Attorney in the form set forth in this Prospectus
and in the Partnership Agreement. A purchaser, by the act of purchasing Fund
shares, will be bound by the terms and conditions of the Partnership Agreement
and Power of Attorney even if he does not sign any of such documents. The
Power of Attorney may be used to add the purchaser as a Limited Partner and
for certain other purposes, including, without limitation, to authorize the
Managing General Partners to amend the Partnership Agreement in every respect
without the vote of the Limited Partners.
ASSIGNABILITY OF SHARES AND SUBSTITUTION OF LIMITED PARTNERS -- A Limited
Partner may assign his shares only in certain limited situations. A Limited
Partner may pledge his shares to a person as collateral, and if the holder
becomes the owner due to foreclosure or otherwise, the holder may receive
distributions and redeem his shares, but may not be substituted as a Limited
Partner unless such substitution is consented to by the Managing General
Partners and such holder executes a Power of Attorney. In the event of the
death, insanity or termination of existence of a Limited Partner, the
successor in interest of such Limited Partner, upon presentation of
satisfactory evidence, will be entitled to be substituted as a Limited
Partner with the consent of the Managing General Partners when such successor
executes a Power of Attorney. In both instances, the holder of shares will
not have the voting and other rights of a Limited Partner unless and until he
becomes a substituted Limited Partner. In both instances, if the successor in
interest has not taken the required action to become a substituted Limited
Partner within 90 days, the Fund may redeem involuntarily the shares so held
and remit the proceeds to such successor in interest.
TERM OF EXISTENCE -- DISSOLUTION -- The Fund will continue until December 31,
2025, but shall be dissolved before that date if and when: (l) the Fund
disposes of all, or substantially all, of its assets; (2) the Limited
Partners at a meeting called for that purpose determine that the Fund should
be dissolved; (3) the Managing General Partners determine by majority vote
that the Fund should be dissolved; (4) a Managing General Partner resigns, is
removed, dies, becomes bankrupt or incapacitated, or retires, unless the
remaining Managing General Partners elect to continue the business of the
Fund; (5) the Limited Partners, at a meeting called by the Non-Managing
General Partner, fail to elect a successor Managing General Partner if no
Managing General Partners remain; or (6) no General Partners remain, except
that within 90 days all Limited Partners may agree in writing to continue the
business of the Fund.
Except by requiring the Fund to redeem shares as described under
"How to Redeem Fund Shares," Limited Partners have no right to the return of
any part of their contribution from the Fund until dissolution of the Fund.
Distributions by the Fund, whether upon redemption, dissolution or otherwise,
will be in proportion to the number of shares held without regard to the
dollar amount contributed to the Fund or the amount of any profits of the
Fund received.
(Page 31)
GENERAL INFORMATION
The Fund was organized as a limited partnership under the laws of
the State of Delaware on March 6, 1987, and commenced operations on April 10,
1987. Effective January 1, 1994, the Fund changed its name from Dreyfus
Strategic World Investing, L.P. to Dreyfus Global Growth, L.P. (A Strategic
Fund). The Partnership Agreement provides that the Fund may admit an
unlimited number of Limited Partners.
The Fund has nine Managing General Partners who supervise the
Fund's activities and review contracts with the companies with which the Fund
does business. Seven of these Managing General Partners are "non-interested"
persons, as defined in the Investment Company act of 1940. Dreyfus
Partnership Management, Inc. acts as Non-Managing General Partner of the
Fund. As described under "Management of the Fund" in the Fund's Statement of
Additional Information, the Fund ordinarily will not hold investor meetings;
however, investors under certain circumstances may have the right to call a
meeting of investors for the purpose of voting to remove Managing General
Partners.
The Transfer Agent maintains a record of your ownership and sends
you confirmations and statements of account. The Fund sends annual and
semi-annual financial statements to all its investors.
Investor 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 32)
POWER OF ATTORNEY
The following provisions are adopted by each investor, whether or
not such investor has executed an Account Application.
1. Adoption. Each investor (the "Investor") agrees to be bound by
all the terms and provisions of the Partnership Agreement of Dreyfus Global
Growth, L.P. (A Strategic Fund) (the "Fund"), as amended or restated from
time to time (hereinafter, as so amended and restated, the "Agreement").
2. Power of Attorney. The Investor appoints each General Partner
serving the Fund from time to time, with full power of substitution, the
Investor's attorney-in-fact with the power from time to time to sign and
deliver: (a) the Agreement; (b) any Certificate of Limited Partnership, and
amendments to any such Certificate of Limited Partnership; (c) any
amendment to the Agreement or any other document to reflect any action of
the Partners provided for in the Agreement whether or not such Investor
voted in favor of or otherwise consented to such action; and (d) any other
instrument, certificate or document, provided such instrument, certificate
or document is consistent with the terms of the Agreement as then in
effect.
Each Investor acknowledges and agrees that the terms of the
Agreement permit certain amendments of the Agreement to be effected and
certain other actions to be taken or omitted by or with respect to the
Fund, in each case with the approval of less than all the Partners,
provided that the holders of a specified percentage of limited partnership
interests (the "Shares") held by the Partners shall have voted in favor of
or otherwise consented to such action or the Managing General Partners have
so consented. Each Partner is fully aware that he and each other Partner
have granted this power of attorney, and that all Partners will rely on the
effectiveness of such powers with a view to the orderly administration of
the Fund's affairs.
The foregoing grant of authority (i) is a special power of
attorney coupled with an interest in favor of the General Partners and as
such shall be irrevocable and shall survive the death or insanity (or, in
the case of an Investor that is a corporation, association, partnership,
joint venture, trust or other entity, shall survive the merger, dissolution
or other termination of the existence) of the Investor, (ii) may be
exercised for the Investor by a facsimile signature of any General Partner
of the Fund or by listing all the Investors, including such Investor, or
stating that all Investors, while not specifically named, are executing any
instrument with a single signature or facsimile of any General Partner
acting as attorney-in- fact for all of them, and (iii) shall survive the
redemption by the Investor of all or any portion of his Share.
The Investor irrevocably consents to the distribution to the
Investor and to any other Partner of all or any part of the Investor's
contribution to the extent permitted under the terms of the Agreement.
Without limiting the foregoing, the Investor hereby confirms and adopts the
Power of Attorney contained in Section XIV of the Agreement.
3. Agent. Unless otherwise directed in writing by the Investor,
The Shareholder Services Group, Inc., a subsidiary of First Data
Corporation, with full power of substitution, is designated as the
Investor's agent to receive all income and capital gains distributions on
Shares owned by the Investor and to invest such amounts in Shares without
charge, at the net asset value per share.
(Page 33)
Global Growth, L.P.
(A Strategic Fund)
Prospectus
Registration Mark
Copy Rights 1995 Dreyfus Service Corporation
033P11041595
DREYFUS GLOBAL GROWTH, L.P. (A STRATEGIC FUND)
(limited partnership interests, the "shares")
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 Global Growth, L.P. (A Strategic Fund) (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-10
Management Agreement. . . . . . . . . . . . . . . . . . B-15
Purchase of Fund Shares . . . . . . . . . . . . . . . . B-16
Service Plan. . . . . . . . . . . . . . . . . . . . . . B-17
Redemption of Fund Shares . . . . . . . . . . . . . . . B-19
Investor Services . . . . . . . . . . . . . . . . . . . B-20
Determination of Net Asset Value. . . . . . . . . . . . B-22
Tax Matters . . . . . . . . . . . . . . . . . . . . . . B-23
Portfolio Transactions. . . . . . . . . . . . . . . . . B-24
Performance Information . . . . . . . . . . . . . . . . B-25
Custodian, Transfer and Distribution Disbursing Agent,
Counsel and Independent Auditors. . . . . . . . . . . B-25
Appendix. . . . . . . . . . . . . . . . . . . . . . . . B-26
Financial Statements. . . . . . . . . . . . . . . . . . B-29
Report of Independent Auditors. . . . . . . . . . . . . B-38
Partnership Agreement . . . . . . . . . . . . . . . . . B-39
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."
Management Policies
The Fund engages in the following investment practices in furtherance
of its objective.
Leverage Through Borrowing. The Fund may borrow for investment
purposes. The Investment Company Act of 1940, as amended (the "Act"),
requires the Fund to maintain continuous asset coverage (that is, total
assets including borrowings, less liabilities exclusive of borrowings) of
300% of the amount borrowed. If the 300% asset coverage should decline as a
result of market fluctuations or other reasons, the Fund may be required to
sell some of its portfolio holdings within three days to reduce the debt and
restore the 300% asset coverage, even though it may be disadvantageous from
an investment standpoint to sell securities at that time. The Fund also may
be required to maintain minimum average balances in connection with such
borrowing or to pay a commitment or other fee to maintain a line of credit;
either of these requirements would increase the cost of borrowing over the
stated interest rate. To the extent the Fund enters into a reverse
repurchase agreement, the Fund will maintain in a segregated custodial
account cash or U.S. Government securities or other high quality liquid debt
securities at least equal to the aggregate amount of its reverse repurchase
obligations, plus accrued interest, in certain cases, in accordance with
releases promulgated by the Securities and Exchange Commission. The
Securities and Exchange Commission views reverse repurchase transactions as
collateralized borrowings by the Fund. These agreements, which are treated
as if reestablished each day, are expected to provide the Fund with a
flexible borrowing tool.
Short-Selling. The Fund may engage in short-selling. Until the Fund
closes its short position or replaces the borrowed security, the Fund will:
(a) maintain 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.
Options Transactions. The Fund may engage in options transactions,
such as purchasing or writing covered call or put options. In return for a
premium, the writer of a covered call option forfeits the right to any
appreciation in the value of the underlying security above the strike price
for the life of the option (or until a closing purchase transaction can be
effected). Nevertheless, the call writer retains the risk of a decline in
the price of the underlying security. The writer of a covered put option
accepts the risk of a decline in the price of the underlying security. The
size of the premiums that the Fund may receive may be adversely affected as
new or existing institutions, including other investment companies, engage
in or increase their option-writing activities.
Options written ordinarily will have expiration dates between one and
nine months from the date written. The exercise price of the options may be
below, equal to or above the market values of the underlying securities at
the time the options are written. In the case of call options, these
exercise prices are referred to as "in-the-money," "at-the-money" and
"out-of-the-money," respectively. The Fund may write (a) in-the-money call
options when the Manager expects that the price of the underlying security
will remain stable or decline moderately during the option period, (b)
at-the-money call options when the Manager expects that the price of the
underlying security will remain flat or advance moderately during the option
period and (c) out-of-the-money call options when the Manager expects that
the premiums received from writing the call option plus the appreciation in
market price of the underlying security up to the exercise price will be
greater than the appreciation in the price of the underlying security alone.
In these circumstances, if the market price of the underlying security
declines and the security is sold at this lower price, the amount of any
realized loss will be offset wholly or in part by the premium received.
Out-of-the-money, at-the-money and in-the-money put options (the reverse of
call options as to the relation of exercise price to market price) may be
utilized in the same market environments that such call options are used in
equivalent transactions.
So long as the Fund's obligation as the writer of an option continues,
the Fund may be assigned an exercise notice by the broker-dealer through
which the option was sold, requiring the Fund to deliver, in the case of a
call, or take delivery of, in the case of a put, the underlying security
against payment of the exercise price. This obligation terminates when the
option expires or the Fund effects a closing purchase transaction. The Fund
can no longer effect a closing purchase transaction with respect to an
option once it has been assigned an exercise notice.
An option position may be closed out only if a secondary market for an
option of the same series exists on a recognized national securities
exchange or in the over-the-counter market. Because of this fact and
current trading conditions, the Fund expects to purchase only call or put
options issued by the Options Clearing Corporation. The Fund expects to
write options on national securities exchanges and in the over-the-counter
market.
While it may choose to do otherwise, the Fund generally will purchase
or write only those options for which the Manager believes there is an
active secondary market so as to facilitate closing transactions. There is
no assurance that sufficient trading interest to create a liquid secondary
market on a securities exchange will exist for any particular option or at
any particular time, and for some options no such secondary market may
exist. A liquid secondary market in an option may cease to exist for a
variety of reasons. In the past, for example, higher than anticipated
trading activity or order flow, or other unforeseen events, at times have
rendered certain of the clearing facilities inadequate and resulted in the
institution of special procedures, such as trading rotations, restrictions
on certain types of orders or trading halts or suspensions in one or more
options. There can be no assurance that similar events, or events that may
otherwise interfere with the timely execution of customers' orders, will not
recur. In such event, it might not be possible to effect closing
transactions in particular options. If as a covered call option writer the
Fund is unable to effect a closing purchase transaction in a secondary
market, it will not be able to sell the underlying security until the option
expires or it delivers the underlying security upon exercise or it otherwise
covers its position.
Stock Index Options. The Fund may purchase and write put and 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.
Futures Contracts and Options on Futures Contracts. Upon exercise of
an option, the writer of the option delivers to the holder of the option the
futures position and the accumulated balance in the writer's futures margin
account, which represents the amount by which the market price of the
futures contract exceeds, in the case of a call, or is less than, in the
case of a put, the exercise price of the option on the futures contract.
The potential loss related to the purchase of an option on futures contracts
is limited to the premium paid for the option (plus transaction costs).
Because the value of the option is fixed at the time of sale, there are no
daily cash payments to reflect changes in the value of the underlying
contract; however, the value of the option does change daily and that change
would be reflected in the net asset value of the Fund.
Foreign Currency Transactions. The Fund may purchase and sell
currencies in the normal course of managing its investments either on a spot
(i.e., cash) basis at the rate prevailing in the currency exchange market,
through entering into forward contracts to purchase or sell currencies or
through transactions on a future exchange. Foreign exchange transactions
are entered into at prices quoted by dealers, which may include a mark-up
over the price the dealer must pay for the currency.
Forward currency exchange contracts are agreements to exchange one
currency for another at a future date. The date, the amount of the currency
to be exchanged and the price at which the exchange will take place will be
negotiated and fixed for the term of the contract at the time the Fund
enters into the contract. Forward currency exchange contracts generally are
traded in an interbank market conducted directly between currency traders
(typically commercial banks or other financial institutions) and their
customers, have no deposit requirements and are consummated without payment
of any commissions. However, the Fund may enter into forward currency
exchange contracts containing either or both deposit requirements and
commissions.
Upon maturity of a forward currency exchange contract, the Fund may (1)
pay for and receive the underlying currency, (2) negotiate with the dealer
to roll over the contract into a new forward currency exchange contract with
a new future settlement date, or (3) negotiate with the dealer to terminate
the forward contract by entering into an offset with the currency trader
whereby the Fund pays or receives the difference between the exchange rate
fixed in the contract and the then-current exchange rate. The Fund also may
be able to negotiate such an offset prior to maturity of the original
forward contract. There can be no assurance that new forward contracts or
offsets always will be available to the Fund.
The Fund also may combine forward currency exchange contracts with
investments in securities denominated in other currencies. For example, the
Fund could purchase a security and at the same time enter into a forward
currency exchange contract to fix the foreign currency value of the security
and, in so doing, seek to attain an overall investment return from the
combined position similar to the return from purchasing a security
denominated in the currency purchased. If the Fund enters into such
transactions, it will deposit, if required by applicable regulations, with
the Fund's custodian or sub-custodian cash or readily marketable securities
in a segregated account of the Fund in an amount equal to the value of the
Fund's total assets committed to the consummation of the forward contract.
If the value of the securities placed in the segregated account declines,
additional cash or securities will be placed in the account so that the
value of the account will equal the amount of the Fund's commitment with
respect to the contract.
The cost to the Fund of engaging in currency transactions varies with
factors such as the currency involved, the length of the contract period and
the market conditions then prevailing. Because transactions in currency
exchange are usually conducted on a principal basis, no fees or commissions
are involved. The use of forward currency exchange contracts does not
eliminate fluctuations in the underlying prices of the securities, but it
does establish a rate of exchange that can be achieved in the future. If a
devaluation is generally anticipated, the Fund may not be able to contract
to sell the currency at a price above the devaluation level it anticipates.
The Commodity Futures Trading Commission has indicated that it may
assert jurisdiction over certain types of forward contracts in foreign
currencies and attempt to prohibit certain entities from engaging in such
foreign currency exchange transactions. In the event that such prohibition
included the Fund, the Fund would cease trading such contracts. Cessation
of trading might adversely affect the performance of the Fund.
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 the
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. 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. Such loans may not exceed 33-
1/3% of the value of the Fund's total assets.
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 Managing General Partners must terminate the
loan and regain the right to vote the securities if a material event
adversely affecting the investment occurs. These conditions may be subject
to future modification.
Portfolio Securities. The Fund invests principally in common stocks of
domestic issuers, as well as securities of foreign companies and foreign
governments. Investments also may be made in debt securities, which must be
rated at least Caa by Moody's Investors Service, Inc. ("Moody's") or CCC by
Standard & Poor's Corporation ("S&P") or, if unrated, deemed to be of
comparable quality by the Manager.
Repurchase Agreement. The Fund's custodian or subcustodian 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 $1 billion primary or 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.
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 Managing General Partners. Because it is not possible to predict
with assurance how the market for restricted securities pursuant to Rule
144A will develop, the Fund's Managing General Partners have 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 liquidity in the Fund's
portfolio during such period.
Zero Coupon Securities. The Fund may invest in zero coupon U.S.
Treasury securities, which are Treasury Notes and Bonds that have been
stripped of their unmatured interest coupons, the coupons themselves and
receipts or certificates representing interests in such stripped debt
obligations and coupons. The Fund also may invest in zero coupon securities
issued by corporations and financial institutions which constitute a
proportionate ownership of the issuer's pool of underlying U.S. Treasury
securities. A zero coupon security pays no interest to its holder during
its life and is sold at a discount to its face value at maturity. The
amount of the discount fluctuates with the market price of the security.
The market prices of zero coupon securities generally are more volatile than
the market prices of securities that pay interest periodically and are
likely to respond to a greater degree to changes in interest rates than non-
zero coupon securities having similar maturities and credit qualities. The
Fund currently intends to invest less than 5% of its assets in zero coupon
securities.
Risk Factors
Lower Rated Securities. The Fund is permitted to invest in securities
rated below Baa by Moody's and below BBB by S&P and as low as Caa by Moody's
or CCC by S&P. Such bonds, though higher yielding, are characterized by
risk. See "Description of the Fund--Risk Factors--Lower Rated Securities"
in the Prospectus for a discussion of certain risks and "Appendix" for a
general description of Moody's and S&P ratings. Although ratings may be
useful in evaluating the safety of interest and principal payments, they do
not evaluate the market value risk of these securities. The Fund will rely
on the Manager's judgment, analysis and experience in evaluating the
creditworthiness of an issuer. In this evaluation, the Manager will take
into consideration, among other things, the issuer's financial resources,
its sensitivity to economic conditions and trends, its operating history,
the quality of the issuer's management and regulatory matters. It also is
possible that a rating agency might not timely change the rating on a
particular issue to reflect subsequent events. Once the rating of a
security in the Fund's portfolio has been changed, the Manager will consider
all circumstances deemed relevant in determining whether the Fund should
continue to hold the security.
Investors should be aware that the market values of many of these
securities tend to be more sensitive to economic conditions than are higher
rated securities and will fluctuate over time. These securities are
considered by S&P and Moody's, on balance, as predominantly speculative with
respect to capacity to pay interest and repay principal in accordance with
the terms of the obligation and generally will involve more credit risk than
securities in the higher rating categories.
Companies that issue certain of these securities often are highly
leveraged and may not have available to the more traditional methods of
financing. Therefore, the risk associated with acquiring the securities of
such issuers generally is greater than is the case with the higher rated
securities. For example, during an economic downturn or a sustained period
of rising interest rates, highly leveraged issuers of these securities may
not have sufficient revenues to meet their interest payment obligations.
The issuer's ability to service its debt obligations also may be affected
adversely by specific corporate developments, forecasts, or the
unavailability of additional financing. The risk of loss because of default
by the issuer is significantly greater for the holders of these securities
because such securities generally are unsecured and often are subordinated
to other creditors of the issuer.
Because there is no established retail secondary market for many of
these securities, the Fund anticipates that such securities could be sold
only to a limited number of dealers or institutional investors. To the
extent a secondary trading market for these bonds does exist, it generally
is not as liquid as the secondary market for higher rated securities. The
lack of a liquid secondary market may have an adverse impact on market price
and yield and the Fund's ability to dispose of particular issues when
necessary to meet the Fund's liquidity needs or in response to a specific
economic event such as a deterioration in the creditworthiness of the
issuer. The lack of a liquid secondary market for certain securities also
may make it more difficult for the Fund to obtain accurate market quotations
for purposes of valuing the Fund's portfolio and calculating its net asset
value. Adverse publicity and investor perceptions, whether or not based on
fundamental analysis, may decrease the values and liquidity of these
securities. In such cases, judgment may play a greater role in valuation
because less reliable objective data may be available.
These securities may be particularly susceptible to economic downturns.
It is likely that an economic recession could disrupt severely the market
for such securities and may have an adverse impact on the value of such
securities. In addition, it is likely that any such economic downturn could
adversely affect the ability of the issuers of such securities to repay
principal and pay interest thereon and increase the incidence of default for
such securities.
The Fund may acquire these securities during an initial offering. Such
securities may involve special risks because they are new issues. The Fund
has no arrangement with any person concerning the acquisition of such
securities, and the Manager will review carefully the credit and other
characteristics pertinent to such new issues.
Lower rated zero coupon securities and pay-in-kind bonds in which the
Fund may invest up to 5% of its total assets, involve special
considerations. The credit risk factors pertaining to lower rated
securities also apply to lower rated zero coupon securities and pay-in-kind
bonds. Such zero coupon securities, pay-in-kind or delayed interest bonds
carry an additional risk in that, unlike bonds which pay interest throughout
the period to maturity, the Fund will realize no cash until the cash payment
date unless a portion of such securities are sold and, if the issuer
defaults, the Fund may obtain no return at all on its investment.
Investment Restrictions
The Fund has adopted investment restrictions numbered 1 through 13 as
fundamental policies. These restrictions cannot be changed without approval
by the holders of a majority (as defined in the Act) of the Fund's
outstanding voting shares. Investment restriction number 14 is not a
fundamental policy and may be changed by a vote of a majority of the
Managing General Partners at any time. The Fund may not:
1. 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.
2. 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 may not purchase the securities of
open-end investment companies other than itself.
3. Purchase or retain the securities of any issuer if the officers or
Managing General Partners of the Fund or the officers or directors of the
Manager individually own beneficially more than 1/2 of 1% of the securities
of such issuer or together own beneficially more than 5% of the securities
of such issuer.
4. Invest in commodities, except that the Fund may purchase and sell
futures contracts, including those relating to indices, and options on
futures contracts or indices.
5. Purchase, hold or deal in real estate, or oil and gas interests,
but the Fund may purchase and sell securities that are secured by real
estate and may purchase and sell securities issued by companies that invest
or deal in real estate.
6. Borrow money, except to the extent permitted under the Act (which
currently limits borrowing to no more than 33 1/3% of the value of the Fund's
total assets). For purposes of this Investment Restriction, the entry into
options, futures contracts, including those relating to indices, and options
on futures contracts or indices shall not constitute borrowing.
7. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
deposit of assets in escrow in connection with portfolio transactions, such
as in connection with writing covered options and the purchase of securities
on a when-issued or delayed-delivery basis and collateral and initial or
variation margin arrangements with respect to options, futures contracts,
including those relating to indices, and options on futures contracts or
indices.
8. Make loans to others, except through the purchase of debt
obligations or the entry into repurchase agreements. However, the Fund may
lend its portfolio securities in an amount not to exceed 33 1/3% of the value
of its total assets. Any loans of portfolio securities will be made
according to guidelines established by the Securities and Exchange
Commission and the Fund's Managing General Partners.
9. Act as an underwriter of securities of other issuers, except to
the extent the Fund may be deemed an underwriter under the Securities Act of
1933, as amended, by virtue of disposing of portfolio securities.
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, sell or write puts, calls or combinations thereof,
except as described in the Fund's Prospectus and this Statement of
Additional Information.
12. Invest more than 25% of its assets in investments in any
particular industry or industries (including banking), 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.
13. 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.
14. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid, if,
in the aggregate, more than 15% of the value of the Fund's net assets would
be so invested.
If a percentage restriction is adhered to at the time 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.
In addition, though not a fundamental policy, the Fund may not purchase
or sell real property or invest in limited partnership interests, provided
that the Fund may invest in marketable interests in real estate investment
trusts or marketable securities of companies which invest in real estate.
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
interests of the Fund and its investors, the Fund reserves the right to
revoke the commitment by terminating the sale of Fund shares in the state
involved.
MANAGEMENT OF THE FUND
Managing General Partners 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 Managing General Partner who is
deemed to be an "interested person" of the Fund, as defined in the Act, is
indicated by an asterisk.
Managing General Partners of the Fund
GORDON J. DAVIS, Managing General Partner. Since October 1994, Mr. Davis
has been a senior partner with the firm of LeBoeuf, Lamb, Greene &
MacRae. From 1983 to September 1994, Mr. Davis was a senior partner
with the law firm of Lord Day & Lord, Barrett Smith. Former
Commissioner of Parks and Recreation for the City of New York from
1978-1983. He is also a Director of Consolidated Edison, a utility
company, and Phoenix Home Life Insurance Company and a member of
various other corporate and not-for-profit boards. Mr. Davis is also a
Board member of 11 other funds in the Dreyfus Family of Funds. He is
53 years old and his address is 241 Central Park West, New York, New
York 10023.
*JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, 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 the Fund's distributor until August 24,
1994. From August 24, 1994 to December 31, 1995, he was a director of
Mellon Bank Corporation. He is also 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 58 other funds in the Dreyfus Family of Funds. He is 51
years old and his address is 200 Park Avenue, New York, New York 10166.
*DAVID P. FELDMAN, Managing General Partner. Chairman and Chief Executive
Officer of AT&T Investment Management Corporation. He is also a
trustee of Corporate Property Investors, a real estate investment
company. Mr. Feldman is also a Board member of 27 other funds in the
Dreyfus Family of Funds. He is 55 years old and his address is One Oak
Way, Berkeley Heights, New Jersey 07922.
LYNN MARTIN, Managing General Partner. Holder of the Davee Chair at the
J.L. Kellogg Graduate School of Management, Northwestern University.
During the Spring Semester 1993, she was a Visiting Fellow at the
Institute of Policy, Kennedy School of Government, Harvard University.
She also is a consultant to the international accounting firm of
Deloitte & Touche, and chairwoman of its Council on the Advancement of
Women. From January 1991 through January 1993, she served as Secretary
of the United States Department of Labor. From 1981 to 1991, she was
United States Congresswoman for the State of Illinois. She also is a
Director of Harcourt General Corporation, a publishing, insurance, and
retailing company, and a Director of Ameritech Corporation, a
telecommunications and information company, and Ryder Systems
Incorporated, a transportation company. Ms. Martin is also a Board
member of 11 other funds in the Dreyfus Family of Funds. She is 55
years old and her address is 3750 Lake Shore Drive, Chicago, Illinois
60613.
EUGENE McCARTHY, Managing General Partner. Writer and columnist; former
Senator from Minnesota from 1958-1970. He is also a director of
Harcourt Brace Jovanovich, Inc., Publisher. Mr. McCarthy is also a
Board member of 11 other funds in the Dreyfus Family of Funds. He is
79 years old and his address is P.O. Box 22, Woodville, Virginia 22749.
DANIEL ROSE, Managing General Partner. President and Chief Executive
Officer of Rose Associates, Inc. a New York based real estate
development and management firm. In July 1994, Mr. Rose received a
Presidential appointment to serve as a Director of the Baltic-American
Enterprise Fund, which will make equity investments and loans, and
provide technical business assistance to new business concerns in the
Baltic states. He is also Chairman of the Housing Committee of the
Real Estate Board of New York, Inc. and a trustee of Corporate
Property Investors, a real estate company. Mr. Rose is also a Board
member of 21 other funds in the Dreyfus Family of Funds. He is 65
years old and his address is c/o Rose Associates, Inc., 380 Madison
Avenue, New York, New York 10017.
SANDER VANOCUR, Managing General Partner. Since January 1992, President of
Old Owl Communications, a full-service communications firm, and since
November 1989, a Director of the Damon Runyon-Walter Winchell Cancer
Research Fund. From June 1986 to December 1991, he was a Senior
Correspondent of ABC News and, from October 1986 to December 1991, he
was Anchor of the ABC News program "Business World," a weekly business
program on the ABC television network. Mr. Vanocur joined ABC News in
1977. Mr. Vanocur is also a Board member of 21 other funds in the
Dreyfus Family of Funds. He is 67 years old and his address is 2928 P
Street, N.W., Washington, D.C. 20007.
ANNE WEXLER, Managing General Partner. Chairman of the Wexler Group,
consultants specializing in government relations and public affairs.
She is also a director of American Cyanamid Company, Alumax, The
Continental Corporation, Comcast Corporation, The New England Electric
System, NOVA and a member of the board of the Carter Center of Emory
University, the Council of Foreign Relations, the National Parks
Foundation, the Visiting Committee of the John F. Kennedy School of
Government at Harvard University and the Board of Visitors of the
University of Maryland School of Public Affairs. Ms. Wexler is also a
Board member of 16 other funds in the Dreyfus Family of Funds. She is
65 years old and her address is c/o The Wexler Group, 1317 F Street,
N.W., Washington, D.C. 20004.
REX WILDER, Managing General Partner. Financial Consultant. Mr. Wilder is
also a Board member of 11 other funds in the Dreyfus Family of Funds.
He is 74 years old and his address is 290 Riverside Drive, New York,
New York 10025.
The Managing General Partners, with the exception of Anne Wexler and
Joseph S DiMartino, were elected at a meeting of Partners held on August 3,
1994. No further meetings of Partners will be held for the purpose of
electing Managing General Partners unless and until such time as less than a
majority of the Managing General Partners holding office have been elected
by investors, at which time the Managing General Partners then in office
will call a meeting of Partners for the election of Managing General
Partners. Under the Act, investors of record of not less than two-thirds of
the outstanding shares of the Fund may remove a Managing General Partner
through a declaration in writing or by vote cast in person or by proxy at a
meeting called for that purpose. The Managing General Partners are required
to call a meeting of Partners for the purpose of voting upon the question of
removal of any such Managing General Partner when requested in writing to do
so by the investors of record of not less than 10% of the Fund's outstanding
shares.
For so long as the Fund's plan described in the section captioned
"Service Plan" remains in effect, the Managing General Partners of the Fund
who are not "interested persons" of the Fund, as defined in the Act, will be
selected and nominated by the Managing General Partners who are not
"interested persons" of the Fund.
The Fund typically pays its Managing General Partners 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 Managing General Partner 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>
(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
Member Fund Fund's Expenses Retirement to Board Members
-------------- ----------------- --------------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Gordon J. Davis $3,500 none none $29,602
Joseph S. DiMartino** $ 0 none none $ 0
David P. Feldman $3,500 none none $85,631
Lynn Martin $3,250 none none $29,403
Eugene McCarthy $3,250 none none $26,852
Daniel Rose $3,500 none none $62,006
Sander Vanocur $3,500 none none $62,006
Anne Wexler $1,181 none none $26,329
Rex Wilder $3,500 none none $29,403
___________________________
* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $602 for all Managing General Partners as a
group.
** Mr. DiMartino recently became a Board member of 59 other funds in the
Dreyfus Family of Funds and he is expected to be proposed for election
as Board member of 35 other funds in the Dreyfus Family of Funds during
1995. It is currently estimated that Mr. DiMartino, who will receive
an additional 25% in annual retainer and per meeting fees from those
funds for which he holds the position of Chairman, will receive from
such other funds, as well as from Funds if he is elected, aggregate
compensation of at least $445,000, respectively, for the year ending
December 31, 1995.
</TABLE>
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, a
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 of 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 Managers 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 each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
Dreyfus Partnership Management, Inc., the Fund's Non-Managing General
Partner, the Fund's Managing General Partners and the officers of the Fund,
as a group, owned more than 1%, but less than 5% of the Fund's shares
outstanding on February 8, 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 Managing General Partners or
(ii) vote of a majority (as defined in the Act) of the outstanding voting
securities of the Fund, provided that in either event the continuance also
is approved by a majority of the Managing General Partners 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 such
approval. Investors approved the Agreement on August 3, 1994. The Managing
General Partners, including a majority of the Managing General Partners who
are not "interested persons" of any party to the Agreement, last approved
the Agreement at a meeting held on January 23, 1995. The Agreement is
terminable without penalty, on 60 days' notice, by the Fund's Managing
General Partners or by vote of the holders of a majority of the Fund's
outstanding voting securities, or, on 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; 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; Robert F. Dubuss, Vice President; Henry
D. Gottmann, Vice President--Retail; Elie M. Genadry, Vice President--
Wholesale; Mark N. Jacobs, Vice President--Fund Legal and Compliance;
Jeffrey N. Nachman, Vice President--Mutual Fund Accounting; Diane M. Coffey,
Vice President--Corporate Communications; Katherine C. Wickham, Vice
President--Human Resources; Maurice Bendrihem, Controller; and Mandell L.
Berman, Frank V. Cahouet, Alvin E. Friedman, Lawrence M. Greene, Julian M.
Smerling and David B. Truman, directors.
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
Managing General Partners. The Manager is responsible for investment
decisions, and provides the Fund with portfolio managers who are authorized
by the Managing General Partners to execute purchases and sales of
securities. The Fund's portfolio manager are Kelly McDermott, Howard Stein
and Wolodymyr Wronskyj. 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 Managing General
Partners' review at the meeting subsequent to such transactions.
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, loan commitment fees,
dividends and interest paid on securities sold short, brokerage fees and
commissions, if any, fees of Managing General Partners 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 distribution disbursing agents' fees, certain insurance premiums,
industry association fees, outside auditing and legal expenses, costs of
maintaining the Fund's existence, costs of independent pricing services,
costs attributable to investor services (including, without limitation,
telephone and personnel expenses), costs of investors' reports and meetings
and any extraordinary expenses. The Fund bears certain Servicing expenses
in accordance with the Service Plan and also bears costs of preparing and
printing prospectuses and statements of additional information and costs
associated with implementing and operating such plan. See "Service Plan."
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
may deem appropriate.
As compensation for the Manager's services, the Fund has agreed to pay
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
were $651,213, $1,027,917 and $1,136,006, respectively. The fee for fiscal
year 1992 was reduced by $7,937 resulting in a net fee paid of $613,276 in
1992, as a result of the expense limitation provisions of the Management
Agreement and undertakings by the Manager.
The Manager has agreed that if in any fiscal year the aggregate
expenses of the Fund, exclusive of taxes, brokerage, interest on borrowings
and (with the prior written consent of the necessary state securities
commissions) extraordinary expenses, but including the management fee,
exceed the expense limitation of any state having jurisdiction over the
Fund, the Fund may deduct from the payment to be made to the Manager under
the Agreement, or the Manager will bear, such excess expense to the extent
required by state law. Such deduction or payment, if any, will be estimated
daily, and reconciled and effected or paid, as the case may be, on a monthly
basis.
The aggregate of the fees payable to the Manager is not subject to
reduction as the value of 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 distribution disbursing agent (the "Transfer Agent"), and the
New York Stock Exchange are open. Such purchases will be credited to the
investor's Fund account on the next bank business day. To qualify to use
Dreyfus TeleTransfer, payments 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."
Sales Loads. The scale of sales loads applies to purchases made by any
"purchaser," which term includes an individual and/or spouse purchasing
securities for his, her or their own account or for the account of any minor
children, or a trustee or other fiduciary purchasing securities for a single
trust estate or a single fiduciary account (including a pension, profit-
sharing, or other employee benefit trust created pursuant to a plan
qualified under Section 401 of the Internal Revenue Code of 1986, as amended
(the "Code")) although more than one beneficiary is involved; or a group of
accounts established by or on behalf of the employees of an employer or
affiliated employers pursuant to an employee benefit plan or other program
(including accounts established pursuant to Sections 403(b), 408(k) and 457
of the Code); or an organized group which has been in existence for more
than six months, provided that it is not organized for the purpose of buying
redeemable securities of a registered investment company and provided that
the purchases are made through a central administration or a single dealer,
or by other means which result in economy of sales effort or expense.
Offering Price. The method of computing the offering price for individual
sales aggregating less than $100,000, based upon the price in effect at the
close of business on December 31, 1994, is as follows:
NET ASSET VALUE and redemption price per share. . . . . . $32.99
Sales Load, 3.0% of offering price
(approximately 3.1% of net asset value per share) . . . . 1.02
Offering price to public. . . . . . . . . . . . . . . . . $34.01
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 Managing General Partners
have 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 investor accounts ("Servicing") and (b) pays the
Manager, Dreyfus Service Corporation and any affiliate of either of them
(collectively, "Dreyfus") for advertising and marketing relating to the Fund
and for Servicing. The Fund's Managing General Partners believe that there
is a reasonable likelihood that the Plan will benefit the Fund and its
investors. 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
Managing General Partners for their 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 investor approval and
that other material amendments of the plan must be approved by the Managing
General Partners, and by the Managing General Partners 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 related
service agreements are subject to annual approval by such vote of the
Managing General Partners cast in person at a meeting called for the purpose
of voting on the Plan. The Plan was last so approved by the Managing
General Partners at a meeting held on January 23, 1995. Investors approved
the Plan on August 3, 1994. The Plan may be terminated at any time by vote
of a majority of the Managing General Partners 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 Managing General Partners
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 August 24, 1994 through December 31,
1994, the total amount paid by the Fund was $134,759, of which $13,452 was
reimbursed to the Distributor for distributing the Fund's shares and for
Servicing Fund investor accounts, and $114,456 was payable to Dreyfus for
advertising and marketing and for Servicing Fund investor accounts. Also,
for that period, $6,851 was paid 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, as the Fund's distributor prior to such date,
for advertising, marketing and distributing Fund shares at an annual rate of
.25 of 1% of the value of the Fund's assets. For the period January 1, 1994
through August 23, 1994, the total amount charged to the Fund under such
Plan was $260,863, of which $250,761 was charged for advertising, marketing
and servicing the Fund's shares and $10,102 was charged for preparing,
printing and distributing prospectuses and statements of additional
information and operating the Plan. The Dreyfus Service Corporation paid
$30,849 of this amount to Service Agents.
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."
Share Certificates; Signatures. Any certificates representing Fund
shares to be redeemed must be submitted with the redemption request.
Written redemption requests must be signed by each investor, 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. For more information with respect to
signature-guarantees, please call one of the telephone numbers listed on the
cover.
Dreyfus TeleTransfer Privilege. Investors should be aware that if they
have also selected the Dreyfus TeleTransfer Privilege, any request for a
wire redemption will be effected as a TeleTransfer transaction through the
Automated Clearing House ("ACH") system unless more prompt transmittal
specifically is requested. Redemption proceeds will be on deposit in the
investor's account at an ACH member bank ordinarily two business days after
receipt of the redemption request. See "Purchase of Fund Shares--Dreyfus
TeleTransfer Privilege."
Redemption Commitment. The Fund has committed itself to pay in cash
all redemption requests by any investor 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 Managing
General Partners reserve 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 Redemption. 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 investors.
INVESTOR SERVICES
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Investor Services."
Fund Exchanges. 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, investors 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 investors 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 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 Simplified
Employee Pension Plans ("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 other funds 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, 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
investors 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 investors.
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
distributions, the investor's shares will be reduced and eventually may be
depleted. There is a service charge of $.50 for each withdrawal check.
Automatic Withdrawal may be terminated at any time by the investor, the Fund
or the Transfer Agent. Shares for which certificates have been issued may
not be redeemed through the Automatic Withdrawal Plan.
Dreyfus Dividend Sweep. Dreyfus Dividend Sweep allows investors to
invest on the payment date their distributions from net investment income or
distributions from net investment income and net realized securities gains,
if any, to the extent such are paid by 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.
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 by the Fund, are valued at the last sale price
on the securities exchange or national securities market on which such
securities primarily are traded. Securities not listed on an exchange or
national securities market, or securities in which there were no
transactions, are valued at the average of the most recent bid and asked
prices, except in the case of open short positions where the asked price is
used for valuation purposes. Bid price is used when no asked price is
available. 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 or in
accordance with procedures established by the Managing General Partners.
Because of the need to obtain prices as of the close of trading on various
exchanges throughout the world, the calculation of net asset value does not
take place contemporaneously with the determination of prices of a majority
of the portfolio securities. Expenses and fees, including the management
fee and fees pursuant to 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.
TAX MATTERS
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Distributions and
Taxes."
For Federal income tax purposes, an investor's share of interest earned
and dividend income received by the Fund as well as net short-term
securities gains realized by the Fund, if any, is taxable as ordinary income
and short-term capital gains, respectively. An investor's share of net
long-term securities gains realized by the Fund, if any, is taxable as long-
term capital gains regardless of the length of time an investor has held its
shares. The Fund's net income will be treated as "portfolio income" for
purposes of the passive activity loss rules.
Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gain or loss. However, all or a portion of the gain
or loss from the disposition of non-U.S. dollar denominated securities
(including debt instruments, certain financial forward, futures and option
contracts, and certain preferred stock) may be treated as ordinary income or
loss under Section 988 of the Code. In addition, all or a portion of the
gain realized from the disposition of certain market discount bonds will be
treated as ordinary income under Section 1276. Finally, all or a portion of
the gain realized from engaging in "conversion transactions" may be treated
as ordinary income under Section 1258. "Conversion transactions" are
defined to include certain forward, futures, option and straddle
transactions, transactions marketed or sold to produce capital gains, or
transactions described in Treasury regulations to be issued in the future.
An investor generally may deduct its allocable portion of net capital
losses realized by the Fund to the extent that such losses do not exceed the
adjusted basis of its Fund shares, subject to the limitation applicable to
the deduction of capital losses. The adjusted basis of an investor's Fund
shares generally is the purchase price, increased by the amount of its
distributive share of items of Fund income and gain, and reduced, but not
below zero, by (i) an investor's distributive share of items of Fund loss,
and (ii) the amount of any cash distributions. Cash distributions in excess
of an investor's adjusted basis generally will result in the recognition of
capital gain in the amount of such excess.
Interest or dividend income paid or earned on securities or other
obligations of foreign issuers may be subject to foreign withholding tax.
Subject to certain limitations, an investor resident in the U.S. should be
able to claim a foreign tax credit or deduction for his share of those
taxes. Certain dividend income of the Fund allocable to corporate investors
may qualify for the dividends received deduction allowable to certain U.S.
corporations.
Investors who are taxed as individuals are allowed to deduct
miscellaneous itemized expenses only to the extent that these expenses
exceed 2% of their adjusted gross income. As a general rule, investors must
include in their taxable income not only the amount of taxable distributions
received from the Fund, but also an additional amount equal to all or a
portion of their share of the investment expenses of the Fund (including the
fees paid for investment advice) and then may be allowed a deduction in that
amount, subject to the 2% miscellaneous itemized deduction limitation.
The foregoing description of tax consequences is intended as a general
guide; each investor should consult its own tax adviser regarding Federal,
state and local taxes.
PORTFOLIO TRANSACTIONS
The Manager supervises the placement 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 investors. 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 fee of the Manager 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 obligation 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 managed by the Manager 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. Foreign exchange transactions are made with banks or
institutions in the interbank market at prices reflecting a mark-up or mark-
down and/or commission.
Portfolio turnover may vary from year to year, as well as within a
year. High turnover rates are likely to result in comparatively greater
brokerage expenses. The overall reasonableness of brokerage commissions
paid is evaluated by the Manager based upon its knowledge of available
information as to the general level of commissions paid by other
institutional investors for comparable services. In connection with its
portfolio securities transactions for the fiscal years ended December 31,
1992, 1993 and 1994 the Fund paid total brokerage commissions of $789,328,
$1,290,350 and $1,234,264, respectively. The Fund's increased brokerage
commissions reflects an increase in the Fund's trading activity in foreign
securities and the greater brokerage expenses associated therewith. The
above amounts do not include gross spreads and concessions in connection
with principal transactions which, where determinable, totalled $457,263,
$820,692 and $274,914 for the fiscal years ended December 31, 1992, 1993 and
1994, respectively. None of the aforementioned amounts 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 one, five and 7.729 year
periods ended December 31, 1994 was -10.26%, 5.76% and 12.36%, 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
distributions), dividing by the amount of the initial investment, taking the
"n"th root of the quotient (where "n" is the number of years in the period)
and subtracting 1 from the result.
Total return is calculated by subtracting the amount of the Fund's
maximum offering price 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 distributions during the period), and dividing the
result by the maximum offering price per share at the beginning of the
period. Total return also may be calculated based on the net asset value
per share at the beginning of the period instead of the maximum offering
price per share at the beginning of the period. In such cases, the
calculation would not reflect the deduction of the sales load which, if
reflected, would reduce the performance quoted. The Fund's total return for
the period April 10, 1987 to December 31, 1994, based on maximum offering
price per share, was 146.19%. Based on the net asset value per share, the
Fund's total return was 153.77% for this period.
CUSTODIAN, TRANSFER AND DISTRIBUTION DISBURSING AGENT,
COUNSEL AND INDEPENDENT AUDITORS
The Bank of New York, 110 Washington Street, New York, New York 10286,
acts as custodian of the Fund's investments. The Shareholder Services
Group, Inc., a subsidiary of First Data Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, acts as transfer and distribution
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 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
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 auditors of the Fund.
APPENDIX
Description of Standard & Poor's Corporation ("S&P") and Moody's
Investors Services, Inc. ("Moody's") ratings:
S&P
Bond Ratings
AAA
Bonds rated AAA have the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.
AA
Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.
A
Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than obligations in
higher rated categories.
BBB
Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for bonds in this category than for bonds in higher rated
categories.
BB
Bonds rated BB have less near-term vulnerability to default than other
speculative grade debt. However, they face major ongoing uncertainties or
exposure to adverse business, financial or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.
B
Bonds rated B have a greater vulnerability to default but presently
have the capacity to meet interest payments and principal repayments.
Adverse business, financial or economic conditions would likely impair
capacity or willingness to pay interest and repay principal.
CCC
Bonds rated CCC have a current identifiable vulnerability to default,
and are dependent upon favorable business, financial and economic conditions
to meet timely payments of interest and repayment of principal. In the
event of adverse business, financial or economic conditions, they are not
likely to have the capacity to pay interest and repay principal.
S&P's letter ratings may be modified by the addition of a plus (+) or a
minus (-) sign designation, which is used to show relative standing within
the major rating categories, except in the AAA (Prime Grade) category.
Commercial Paper Ratings
An S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more
than 365 days. Issues assigned an A rating are regarded as having the
greatest capacity for timely payment. Issues in this category are
delineated with the numbers 1, 2 and 3 to indicate the relative degree of
safety.
A-1
This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus (+)
designation.
A-2
Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as high as for issues
designated A-1.
A-3
Issues carrying this designation have a satisfactory capacity for
timely payment. They are, however, somewhat more vulnerable to the adverse
effects of changes in circumstances than obligations carrying the higher
designations.
Moody's
Bond Ratings
Aaa
Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and generally are referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.
Aa
Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what generally are
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than in Aaa securities.
A
Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may
be present which suggest a susceptibility to impairment sometime in the
future.
Baa
Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
Ba
Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and, therefore, not
well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.
B
Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance
of other terms of the contract over any long period of time may be small.
Caa
Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.
Moody's applies the numerical modifiers 1, 2 and 3 to show relative
standing within the major rating categories, except in the Aaa category and
in the categories below B. The modifier 1 indicates a ranking for the
security in the higher end of a rating category; the modifier 2 indicates a
mid-range ranking; and the modifier 3 indicates a ranking in the lower end
of a rating category.
Commercial Paper Rating
The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity for
repayment of short-term promissory obligations, and ordinarily will be
evidenced by leading market positions in well established industries, high
rates of return on funds employed, conservative capitalization structures
with moderate reliance on debt and ample asset protection, broad margins in
earnings coverage of fixed financial charges and high internal cash
generation, and well established access to a range of financial markets and
assured sources of alternate liquidity.
Issuers (or related supporting institutions) rated Prime-2 (P-2) have a
strong capacity for repayment of short-term promissory obligations. This
ordinarily will be evidenced by many of the characteristics cited above but
to a lesser degree. Earnings trends and coverage ratios, while sound, will
be more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.
Issuers (or related supporting institutions) rated Prime-3 (P-3) have
an acceptable capacity for repayment of short-term promissory obligations.
The effect of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in changes
in the level of debt protection measurements and the requirements for
relatively high financial leverage. Adequate alternate liquidity is
maintained.
<TABLE>
DREYFUS GLOBAL GROWTH, L.P. (A Strategic Fund)
(FORMERLY DREYFUS STRATEGIC WORLD INVESTING, L.P.)--SEE NOTE 1
STATEMENT OF INVESTMENTS DECEMBER 31, 1994
COMMON STOCKS--60.4% SHARES VALUE
-------------- --------------
<S> <C> <C>
ARGENTINA--.8% Astra Compania Argentina de Petroleo S.A 219,900 $ 363,380
Comercial del Plata S.A................ 150,000 383,075
Inversiones Y Representacion S.A..... (a) 100,000 275,413
Inversiones Y Representacion S.A. (Rights) (a) 75,000 750
-----------
1,022,618
-----------
AUSTRIA--1.2% Mayr-Melnhof Karton A.G................ (a) 10,000 588,613
Mayr-Melnhof Karton A.G............ (a,b) 17,500 1,030,073
-----------
1,618,686
-----------
CANADA--.4% Canadian Pacific................. 40,000 600,000
-----------
CHILE--.7% Empresas Telex-Chile S.A., ADS................. 25,000 265,625
Maderas y Sinteticos S.A., A.D.R....... 25,500 650,250
-----------
915,875
-----------
FRANCE--1.9% Castorama Dubois Investissments S.A ....... 9,400 1,174,560
Eridani Beghin-Say S.A................. 10,000 1,315,099
-----------
2,489,659
-----------
GERMANY--3.1% Bayerische Motoren Werke A.G ........... 3,500 1,738,710
Mannesmann A.G......................... 9,000 2,450,322
-----------
4,189,032
-----------
HONG KONG--2.6% Hutchison Whampoa................. 315,000 1,274,331
Jardine Matheson Holdings.............. 250,000 1,785,253
Television Broadcasts.................. 100,000 399,379
-----------
3,458,963
-----------
JAPAN--16.3% Aisin Seiki....................... 90,000 1,255,393
Futaba Industrial...................... 50,000 1,043,653
Hitachi................................ 175,000 1,736,829
JGC.................................... 90,000 1,535,374
Kyocera................................ 10,000 741,596
Mitsubishi Heavy Industries............ 190,000 1,449,072
Nippon Telegraph & Telephone........... 250 2,210,236
Nippondenso............................ 90,000 1,896,638
Sankyo................................. 40,000 995,484
Suzuki Motor........................... 120,000 1,408,931
Teijin................................. 100,000 526,844
Toppan Printing........................ 130,000 1,813,347
Toshiba................................ 94,000 682,007
Tosoh................................ (a) 400,000 1,613,648
Toyo Seikan Kaisha..................... 30,000 999,498
Toyota Motor........................... 40,000 842,950
Yodogawa Steel Works................... 135,000 1,072,955
-----------
21,824,455
-----------
DREYFUS GLOBAL GROWTH, L.P. (A Strategic Fund)
(FORMERLY DREYFUS STRATEGIC WORLD INVESTING, L.P.)--SEE NOTE 1
STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1994
COMMON STOCKS (CONTINUED) SHARES VALUE
-------------- -------------
MALAYSIA--1.4% Genting Berhad........................ 50,000 $ 428,487
Leader Universal Holdings Berhad....... 206,666 663,145
Resorts World Berhad................... 50,000 293,485
United Engineers....................... 110,000 542,359
-----------
1,927,476
-----------
NETHERLANDS--1.1% Schlumberger............................. 30,000 1,511,250
SINGAPORE--2.8% DBS Land................................ 275,000 818,587
Jurong Shipyard........................ 225,000 1,728,395
Overseas Union Bank.................... 213,000 1,241,770
-----------
3,788,752
-----------
SWEDEN--5.2% Astra AB, Ser. A................ 85,000 2,199,461
Ericsson (L.M.), Telephone, Cl. B, A.D.R. 45,000 2,480,625
Garphyttan Industrier AB............... 8,500 280,660
Svedala Indurtri....................... 85,000 1,981,806
-----------
6,942,552
-----------
SWITZERLAND--1.7% BBC Brown Boveri A.G., Ser. A ............. 2,675 2,303,954
-----------
UNITED KINGDOM--2.4% Kwik-Fit Holdings PLC ..................... 250,000 652,264
Lucas Industries PLC................... 480,000 1,549,449
Smithkline Beecham ADS................. 30,000 1,027,500
-----------
3,229,213
-----------
U.S.A--18.8% Amerada Hess............................... 13,000 593,125
Anadarko Petroleum..................... 10,000 385,000
Atlantic Richfield..................... 8,000 814,000
Boeing................................. 45,000 2,103,750
Boise Cascade.......................... 25,000 668,750
CBI Industries......................... 35,000 896,875
Consolidated Papers.................... 16,000 720,000
Cooper Industries...................... 30,000 1,023,750
Deere & Co............................. 20,000 1,325,000
Dow Chemical........................... 10,000 672,500
Dual Drilling........................ (a) 90,000 765,000
Exxon.................................. 15,000 911,250
IntelCom Group....................... (a) 52,500 695,625
Johnson & Johnson...................... 18,000 985,500
Lubrizol............................... 55,000 1,863,125
Marion Merrell Dow..................... 30,000 611,250
Mattel................................. 70,000 1,758,750
Novell................................. 50,000 856,250
OM Group............................... 70,000 1,680,000
Occidental Petroleum................... 35,000 673,750
Parker & Parsley Petroleum............. 50,000 1,025,000
Pfizer................................. 13,000 1,004,250
DREYFUS GLOBAL GROWTH, L.P. (A Strategic Fund)
(FORMERLY DREYFUS STRATEGIC WORLD INVESTING, L.P.)--SEE NOTE 1
STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1994
COMMON STOCKS (CONTINUED) SHARES VALUE
-------------- --------------
U.S.A (CONTINUED) TRINOVA............................... 35,000 $ 1,028,125
Talbots................................ 26,400 825,000
Thermo Electron...................... (a) 15,000 673,125
Upjohn................................. 20,000 615,000
-----------
25,173,750
-----------
TOTAL COMMON STOCKS
(cost $79,783,515)................... $ 80,996,235
============
PREFERRED STOCK--1.8%
GERMANY-- 1.8% Jungheinrich A.G. (non-voting)
(cost $2,142,005).................... 10,282 $ 2,354,910
============
PRINCIPAL
CONVERTIBLE BONDS--.8% AMOUNT
--------------
MEXICO--.4% Cemex S.A., 4 1/4%, 1997............... (b) $ 700,000 $ 563,500
-----------
TAIWAN--.4% Formosa Chemical & Fibr 1 3/4%, 2001 (b) 290,000 279,125
Nan Ya Plastics 1 3/4%, 2001......... (b) 290,000 268,250
-----------
547,375
-----------
TOTAL CONVERTIBLE BONDS
(cost $1,303,200).................... $ 1,110,875
============
SHORT-TERM INVESTMENTS--36.7%
U.S. TREASURY BILLS: 3.85%, 1/5/1995....................... $ 1,707,000 $ 1,706,283
3.52%, 1/12/1995................... (c,d) 17,615,000 17,593,158
4.71%, 1/19/1995....................... 3,526,000 3,515,739
4 3/4%, 2/2/1995....................... 2,818,000 2,805,826
4.99%, 2/16/1995....................... 807,000 801,835
4.95%, 3/2/1995........................ 1,415,000 1,402,053
4.91%, 3/16/1995....................... 21,671,000 21,426,334
-----------
TOTAL SHORT-TERM INVESTMENTS
(cost $49,251,228)................... $ 49,251,228
============
TOTAL INVESTMENTS (cost $132,479,948) ................................. 99.7% $133,713,248
===== ============
CASH AND RECEIVABLES (NET) .......................................... .3% $ 353,849
===== ============
NET ASSETS.................................................................. 100.0% $134,067,097
===== ============
</TABLE>
DREYFUS GLOBAL GROWTH, L.P. (A Strategic Fund)
(FORMERLY DREYFUS STRATEGIC WORLD INVESTING, L.P.)--SEE NOTE 1
NOTES TO STATEMENTS OF INVESTMENTS:
(a) Non-income producing.
(b) Security exempt from registration under 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At December 31,
1994, these securities amounted to $2,140,948 or 1.6% of net assets.
(c) Partially held by custodian in a segregated account as collateral
for open futures positions.
(d) Partially held by brokers as collateral for open short positions.
<TABLE>
STATEMENT OF FINANCIAL FUTURES DECEMBER 31, 1994
MARKET VALUE UNREALIZED
NUMBER OF COVERED (DEPRECIATION)
FINANCIAL FUTURES SOLD SHORT CONTRACTS BY CONTRACTS EXPIRATION AT 12/31/94
- ---------------------------- --------- ----------- ---------- ------------
<S> <C> <C> <C> <C>
Japanese Yen............................. 100 ($12,635,000) March '95 ($22,619)
========
</TABLE>
<TABLE>
STATEMENT OF SECURITIES SOLD SHORT DECEMBER 31, 1994
COMMON STOCKS SHARES VALUE
- ------------------ ------------ ------------
<S> <C> <C>
Calgene..................................................................... 75,000 $ 562,500
Caterpillar................................................................. 15,000 826,875
----------
TOTAL SECURITIES SOLD SHORT
(proceeds $1,488,300)................................................... $1,389,375
==========
See notes to financial statements.
</TABLE>
<TABLE>
DREYFUS GLOBAL GROWTH, L.P. (A Strategic Fund)
(FORMERLY DREYFUS STRATEGIC WORLD INVESTING, L.P.)--SEE NOTE 1
STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 1994
<S> <C> <C>
ASSETS:
Investments in securities, at value
(cost $132,479,948)_see statement..................................... $133,713,248
Cash.................................................................... 137,597
Receivable for investment securities sold............................... 2,514,447
Receivable from brokers for proceeds on securities sold short........... 1,488,300
Dividends and interest receivable....................................... 178,192
Receivable for shares of Partnership Interest sold...................... 65,022
Receivable for futures variation margin_Note 4(a)....................... 5,000
Prepaid expenses........................................................ 23,655
--------------
138,125,461
LIABILITIES:
Due to The Dreyfus Corporation.......................................... $ 86,217
Due to Distributor...................................................... 28,739
Payable for investment securities purchased............................. 2,304,500
Securities sold short, at value
(proceeds $1,488,300)_see statement................................... 1,389,375
Payable for shares of Partnership Interest redeemed..................... 112,313
Accrued expenses........................................................ 137,220 4,058,364
------------ --------------
NET ASSETS ................................................................ $134,067,097
============
REPRESENTED BY:
Paid-in capital......................................................... $108,572,673
Accumulated undistributed investment income_net......................... 6,034,763
Accumulated undistributed net realized gain on investments.............. 18,150,055
Accumulated net unrealized appreciation on investments
[including ($22,619) net unrealized (depreciation) on
financial futures]_Note 4(b).......................................... 1,309,606
--------------
NET ASSETS at value applicable to 4,063,762 outstanding shares of
Partnership Interest, equivalent to $32.99 per share
(unlimited number of Limited Partnership Interest)...................... $134,067,097
============
See notes to financial statements.
</TABLE>
<TABLE>
DREYFUS GLOBAL GROWTH, L.P. (A Strategic Fund)
(FORMERLY DREYFUS STRATEGIC WORLD INVESTING, L.P.)--SEE NOTE 1
STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1994
<S> <C> <C>
INVESTMENT INCOME:
INCOME:
Cash dividends (net of $198,099 foreign taxes withheld at source)..... $ 1,733,552
Interest.............................................................. 1,246,594
------------
TOTAL INCOME...................................................... $ 2,980,146
EXPENSES:
Management fee_Note 3(a).............................................. 1,136,006
Investor servicing costs_Note 3(b).................................... 605,526
Custodian fees........................................................ 212,899
Professional fees..................................................... 56,744
Registration fees..................................................... 40,061
Prospectus and investors' reports_Note 3(b)........................... 31,140
Managing General Partners' fees and expenses_Note 3(c)................ 27,540
Miscellaneous......................................................... 7,103
------------
TOTAL EXPENSES.................................................... 2,117,019
--------------
INVESTMENT INCOME--NET............................................ 863,127
--------------
REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments_Note 4(a):
Long transactions (including options transactions).................... $ 9,981,003
Short sale transactions............................................... (11,134)
Net realized (loss) on financial futures_Note 4(a):
Long transactions..................................................... (113,627)
Short transactions.................................................... (1,569,908)
------------
NET REALIZED GAIN..................................................... 8,286,334
Net unrealized (depreciation) on investments and securities
sold short [including ($150,732) net unrealized (depreciation) on
financial futures].................................................... (21,018,855)
--------------
NET REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS................. (12,732,521)
--------------
NET (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS...................... $(11,869,394)
=============
See notes to financial statements.
</TABLE>
<TABLE>
DREYFUS GLOBAL GROWTH, L.P. (A Strategic Fund)
(FORMERLY DREYFUS STRATEGIC WORLD INVESTING, L.P.)--SEE NOTE 1
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31,
--------------------------------
1993 1994
-------------- --------------
<S> <C> <C>
OPERATIONS:
Investment income_net................................................... $ 1,309,187 $ 863,127
Net realized gain on investments........................................ 3,053,731 8,286,334
Net unrealized appreciation (depreciation) on investments for the year.. 23,466,055 (21,018,855)
-------------- -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS....... 27,828,973 (11,869,394)
-------------- -----------
PARTNERSHIP INTEREST TRANSACTIONS:
Net proceeds from shares sold........................................... 58,076,042 24,675,601
Cost of shares redeemed................................................. (37,886,066) (38,121,994)
-------------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM PARTNERSHIP INTEREST TRANSACTIONS 20,189,976 (13,446,393)
-------------- -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS........................... 48,018,949 (25,315,787)
NET ASSETS:
Beginning of year....................................................... 111,363,935 159,382,884
-------------- -----------
End of year (including undistributed investment income_net:
$5,171,636 in 1993 and $6,034,763 in 1994)............................ $159,382,884 $134,067,097
============ ============
SHARES SHARES
-------------- -----------
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................. 1,859,912 701,283
Shares redeemed......................................................... (1,199,485) (1,107,058)
-------------- -----------
NET INCREASE (DECREASE) IN SHARES OUTSTANDING......................... 660,427 (405,775)
============ ============
See notes to financial statements.
</TABLE>
DREYFUS GLOBAL GROWTH, L.P. (A Strategic Fund)
(FORMERLY DREYFUS STRATEGIC WORLD INVESTING, L.P.)--SEE NOTE 1
FINANCIAL HIGHLIGHTS
Reference is made tp page 3 of the Prospectus.
See notes to financial statements.
DREYFUS GLOBAL GROWTH, L.P. (A Strategic Fund)
(FORMERLY DREYFUS STRATEGIC WORLD INVESTING, L.P.)--SEE NOTE 1
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of 1940 ("Act")
as a non-diversified open-end management investment company. Dreyfus Service
Corporation, until August 24, 1994, acted as the distributor of the Fund's
shares. As of December 31, 1994, Dreyfus Partnership Management, Inc. held
51,755 shares. Both the Dreyfus Service Corporation and Dreyfus Partnership
Management, Inc. are wholly-owned subsidiaries 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.
On December 21, 1993, the Fund's Partners approved a change of the Fund's
name, effective January 1, 1994, from "Dreyfus Strategic World Investing,
L.P." to "Dreyfus Global Growth, L.P. (A Strategic Fund)."
(A) PORTFOLIO VALUATION: Investments in securities (including options and
financial futures) 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 Managing General
Partners. 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) 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 discounts on investments, is recognized on
the accrual basis.
(C) DISTRIBUTIONS TO INVESTORS: Distributions from investment income-net
and distributions from net realized securities gains may be allocated and
paid annually after the end of the year in which earned.
(D) INCOME TAXES: As a partnership, the Fund itself will not be subject
to Federal, State and City income taxes. Instead, each investor will be
allocated, and subject to tax on, his distributive share of the Fund's
income. Therefore, no income tax provision is required.
NOTE 2--BANK LINE OF CREDIT:
In accordance with an agreement with a bank, the Fund may borrow up to $4
million under a short-term unsecured line of credit. Interest on borrowings
is charged at rates which are related to the Federal Funds rates in effect
from time to time.
There were no borrowings during the year ended December 31, 1994.
DREYFUS GLOBAL GROWTH, L.P. (A Strategic Fund)
(FORMERLY DREYFUS STRATEGIC WORLD INVESTING, L.P.)--SEE NOTE 1
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 3--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 the expense limitation of any state having jurisdiction over the Fund.
The most stringent state expense limitation applicable to the Fund under the
Agreement requires reimbursement of expenses in any full year that such
expenses (exclusive of distribution expenses and certain expenses as
described above) exceed 2 1/2 % of the first $30 million, 2% of the next $70
million and 1 1/2% of the excess over $100 million of the average value of
the Fund's net assets in accordance with California "blue sky" regulations.
There was no expense reimbursement for the year ended December 31, 1994.
Dreyfus Service Corporation retained $524,524 during the year ended
December 31, 1994 from commissions earned on sales of Fund shares.
(B) On August 3, 1994, Fund Partners 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
investor accounts and (b) pays the Manager, Dreyfus Service Corporation or
any affiliate (collectively "Dreyfus") for advertising and marketing relating
to the Fund and servicing investor 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 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 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 the costs
and expenses in connection with advertising, marketing and distributing the
Fund's shares and for servicing investor 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 Agents. 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, $134,759 was charged to the Fund
pursuant to the Plan and $260,863 was charged pursuant to the prior Service
Plan.
DREYFUS GLOBAL GROWTH, L.P. (A Strategic Fund)
(FORMERLY DREYFUS STRATEGIC WORLD INVESTING, L.P.)--SEE NOTE 1
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(C) Prior to August 24, 1994, certain officers and Managing General
Partners of the Fund were "affiliated persons," as defined in the Act, of the
Manager and/or Dreyfus Service Corporation. Each Managing General Partner who
is not an "affiliated person" receives an annual fee of $2,500 and an
attendance fee of $250 per meeting.
NOTE 4_Securities Transactions:
(A) The following summarizes the aggregate amount of purchases and sales
of investment securities and securities sold short, excluding short-term
securities and options transactions, during the year ended December 31, 1994:
<TABLE>
PURCHASES SALES
----------------- -------------
<S> <C> <C>
Long transactions.................. $175,271,696 $219,767,174
Short sale transactions............ 7,786,951 7,812,157
----------------- -------------
TOTAL............................ $183,058,647 $227,579,331
=============== =============
</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. Securities sold short at December 31,
1994, and their related market values and proceeds are set forth in the
Statement of Securities Sold Short.
In addition, the following table summarizes the Fund's call/put options
written transactions for the year ended December 31, 1994:
<TABLE>
OPTIONS TERMINATED
--------------------
NET
NUMBER OF PREMIUMS REALIZED
CONTRACTS RECEIVED COST GAIN
--------- -------- ------- ----------
<S> <C> <C> <C> <C>
OPTIONS WRITTEN:
Contracts outstanding December 31, 1993..... -- --
Contracts written........................... 12,460 $640,071
------------ --------
Contracts Terminated;
Closed.................................... 12,460 $640,071 $619,500 $20,571
------------ ------- ----------- -------
Contracts outstanding December 31, 1994..... -- --
=========== ========
</TABLE>
As a writer of call options, the Fund receives a premium at the outset
and then bears the market risk of unfavorable changes
in the price of the financial instrument underlying the option. Generally,
the Fund would incur a gain, to the extent of the premiums, if the price of
the underlying financial instrument decreases between the date the option is
written and the date on which the option is terminated. Generally, the Fund
would realize a loss, if the price of the financial instrument increases
between those dates. At December 31, 1994, there were no call options written
outstanding.
DREYFUS GLOBAL GROWTH, L.P. (A STRATEGIC FUND)
(FORMERLY DREYFUS STRATEGIC WORLD INVESTING, L.P.)--SEE NOTE 1
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
As a writer of put options, the Fund receives a premium at the outset and
then bears the market risk of unfavorable changes in the price of the
financial instrument underlying the option. Generally, the Fund would incur a
gain, to the extent of the premiums, if the price of the underlying financial
instrument increases between the date the option is written and the date on
which the option is terminated. Generally, the Fund would realize a loss, if
the price of the financial instrument declines between those dates. At
December 31, 1994, there were no put options written outstanding.
The Fund is engaged in purchasing restricted options, which are not
exchange traded. The Fund's exposure to credit risk associated with counter
party nonperformance on these investments is typically limited to the market
value of such investments.
The Fund is engaged in trading financial futures contracts. The Fund is
exposed to market risk as a result of changes in the value of the underlying
financial instruments (see the Statement of Financial Futures). Investments
in financial futures require the Fund to "mark to market" on a daily basis,
which reflects the change in the market value of the contract at the close of
each day's trading. Accordingly, variation margin payments are made or
received to reflect daily unrealized gains or losses. When the contracts are
closed, the Fund recognizes a realized gain or loss. These investments
require initial margin deposits with a custodian, which consist of cash or
cash equivalents, up to approximately 10% of the contract amount. The amount
of these deposits is determined by the exchange or Board of Trade on which
the contract is traded and is subject to change. Contracts open at December
31, 1994 and their related unrealized market (depreciation) are set forth in
the Statement of Financial Futures.
(B) At December 31, 1994, accumulated net unrealized appreciation on
investments was $1,309,606, consisting of $4,920,909 gross unrealized
appreciation and $3,611,303 gross unrealized depreciation.
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).
DREYFUS GLOBAL GROWTH, L.P. (A STRATEGIC FUND)
(FORMERLY DREYFUS STRATEGIC WORLD INVESTING, L.P.)--SEE NOTE 1
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
INVESTORS AND MANAGING GENERAL PARTNERS
DREYFUS GLOBAL GROWTH, L.P. (A STRATEGIC FUND)
We have audited the accompanying statement of assets and liabilities of
Dreyfus Global Growth, L.P. (A Strategic Fund) (formerly Dreyfus Strategic
World Investing, L.P.), including the statements of investments, financial
futures and securities sold short 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 Global Growth, L.P. (A Strategic Fund) 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 logo Signature)
New York, New York
February 6, 1995
DREYFUS GLOBAL GROWTH, L.P. (A STRATEGIC FUND)
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 April 10,
1987 (commencement of operations) to December 31, 1987 and
for each of the seven years in the period ended December 31,
1994.
Included in Part B of the Registration Statement:
Statement of Investments--December 31, 1994.
Statement of Financial Futures--December 31, 1994.
Statement of Securities Sold Short--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 1994.
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors, dated
February 6, 1995.
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 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.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1) Registrant's Agreement of Limited Partnership, as filed in the
State of Delaware, is incorporated by reference to Exhibit (1) of
Pre-Effective Amendment No. 2 to the Registration Statement on
Form N-1A, filed on April 3, 1987.
(1)(a) Amendment to the Registrant's Agreement of Limited Partnership, as
filed in the State of Delaware is incorporated by reference to
Exhibit (4) of Post-Effective Amendment No. 8 to the Registration
Statement on Form N-1A, filed on April 13, 1994.
(5) Management Agreement.
(6)(a) Distribution Agreement.
(6)(b) Forms of Service Agreement.
(8)(a) Custody Agreement.
(8)(b) Sub-Custodian Agreements.
(10) Opinion and consent of Registrant's counsel.
(11) Consent of Independent Auditors.
(14) The Model Retirement Plan and related documents is incorporated
by reference to Exhibit (14) to Pre-Effective Amendment No. 2 to
the Registration Statement on Form N-1A, filed on April 3, 1987.
(15) Service Plan.
(16) Schedules of Computation of Performance Data is incorporated by
reference to Exhibit (16) of Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A, filed on April 13, 1994.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
Other Exhibits
______________
(a) Powers of Attorney of the Managing General Partners and
officers.
(b) Certificate of Secretary.
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 8, 1995
______________ _____________________________
Shares of Limited
Partnership Interest 9,205
Item 27. Indemnification
_______ _______________
The Statement as to the general effect of any contract,
arrangements or statute under which a general partner, officer,
underwriter or affiliated person of the Registrant is insured or
indemnified in any manner against any liability which may be
incurred in such capacity, other than insurance provided by any
general partner, officer, affiliated person or underwriter for
their own protection, is incorporated by reference to Item 4 of
Part II of Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-1A, filed on April 3, 1987.
Reference is made to the Distribution Agreement attached as Exhibit
(6) hereto.
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 and manager for sponsored investment
companies registered under the Investment Company Act of 1940
and as an investment adviser to institutional and individual
accounts. Dreyfus also serves as sub-investment adviser to
and/or administrator of other investment companies. Dreyfus
Service Corporation, a wholly-owned subsidiary of Dreyfus,
serves primarily as a registered broker-dealer 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.
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;
DAVID B. TRUMAN Former Director:
(cont'd) 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/Laurel Funds, Inc.
37) The Dreyfus/Laurel Funds Trust
38) The Dreyfus/Laurel Tax-Free Municipal Funds
39) The Dreyfus/Laurel Investment Series
40) The Dreyfus Leverage Fund, Inc.
41) Dreyfus Life and Annuity Index Fund, Inc.
42) Dreyfus Liquid Assets, Inc.
43) Dreyfus Massachusetts Intermediate Municipal Bond Fund
44) Dreyfus Massachusetts Municipal Money Market Fund
45) Dreyfus Massachusetts Tax Exempt Bond Fund
46) Dreyfus Michigan Municipal Money Market Fund, Inc.
47) Dreyfus Money Market Instruments, Inc.
48) Dreyfus Municipal Bond Fund, Inc.
49) Dreyfus Municipal Cash Management Plus
50) Dreyfus Municipal Money Market Fund, Inc.
51) Dreyfus New Jersey Intermediate Municipal Bond Fund
52) Dreyfus New Jersey Municipal Bond Fund, Inc.
53) Dreyfus New Jersey Municipal Money Market Fund, Inc.
54) Dreyfus New Leaders Fund, Inc.
55) Dreyfus New York Insured Tax Exempt Bond Fund
56) Dreyfus New York Municipal Cash Management
57) Dreyfus New York Tax Exempt Bond Fund, Inc.
58) Dreyfus New York Tax Exempt Intermediate Bond Fund
59) Dreyfus New York Tax Exempt Money Market Fund
60) Dreyfus Ohio Municipal Money Market Fund, Inc.
61) Dreyfus 100% U.S. Treasury Intermediate Term Fund
62) Dreyfus 100% U.S. Treasury Long Term Fund
63) Dreyfus 100% U.S. Treasury Money Market Fund
64) Dreyfus 100% U.S. Treasury Short Term Fund
65) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
66) Dreyfus Pennsylvania Municipal Money Market Fund
67) Dreyfus Short-Intermediate Government Fund
68) Dreyfus Short-Intermediate Municipal Bond Fund
69) Dreyfus Short-Term Income Fund, Inc.
70) The Dreyfus Socially Responsible Growth Fund, Inc.
71) Dreyfus Strategic Growth, L.P.
72) Dreyfus Strategic Income
73) Dreyfus Strategic Investing
74) Dreyfus Tax Exempt Cash Management
75) Dreyfus Treasury Cash Management
76) Dreyfus Treasury Prime Cash Management
77) Dreyfus Variable Investment Fund
78) Dreyfus-Wilshire Target Funds, Inc.
79) Dreyfus Worldwide Dollar Money Market Fund, Inc.
80) General California Municipal Bond Fund, Inc.
81) General California Municipal Money Market Fund
82) General Government Securities Money Market Fund, Inc.
83) General Money Market Fund, Inc.
84) General Municipal Bond Fund, Inc.
85) General Municipal Money Market Fund, Inc.
86) General New York Municipal Bond Fund, Inc.
87) General New York Municipal Money Market Fund
88) Pacific American Fund
89) Peoples Index Fund, Inc.
90) Peoples S&P MidCap Index Fund, Inc.
91) Premier Insured Municipal Bond Fund
92) Premier California Municipal Bond Fund
93) Premier GNMA Fund
94) Premier Growth Fund, Inc.
95) Premier Municipal Bond Fund
96) Premier New York Municipal Bond Fund
97) Premier State Municipal Bond Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
Marie E. Connolly+ Director, President, Chief President and
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
________________________________
+ Principal business address is One Exchange Place, Boston, Massachusetts
02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
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.
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 GLOBAL GROWTH, L.P. (A STRATEGIC FUND)
BY: /s/Marie E. Connolly*
_____________________________________
MARIE E. CONNOLLY, PRESIDENT AND TREASURER
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
Signatures Title Date
___________________________ ______________________________ ___________
/s/ Marie E. Connolly* President and Treasurer 2/28/95
______________________________ (Principal Executive Officer
Marie E. Connolly and Principal Financial
Officer)
/s/ Joseph S. DiMartino* Chairman of the Board 2/28/95
______________________________
Joseph S. DiMartino
/s/ Gordon J. Davis* Managing General Partner 2/28/95
______________________________
Gordon J. Davis
/s/ David P. Feldman* Managing General Partner 2/28/95
______________________________
David P. Feldman
/s/ Lynn Martin* Managing General Partner 2/28/95
______________________________
Lynn Martin
/s/ Eugene McCarthy* Managing General Partner 2/28/95
______________________________
Eugene McCarthy
/s/ Daniel Rose* Managing General Partner 2/28/95
______________________________
Daniel Rose
/s/ Sander Vanocur* Managing General Partner 2/28/95
____________________________
Sander Vanocur
/s/ Anne Wexler* Managing General Partner 2/28/95
______________________________
Anne Wexler
/s/ Rex Wilder* Managing General Partner 2/28/95
______________________________
Rex Wilder
*BY: /s/ Eric B. Fischman
_____________________
Eric B. Fischman,
Attorney-in-Fact
DREYFUS GLOBAL GROWTH, L.P. (A STRATEGIC FUND)
Post-Effective Amendment No. 9 to
Registration Statement on Form N-1A under
the Securities Act of 1933 and
the Investment Company Act of 1940
EXHIBITS
INDEX TO EXHIBITS
(5) Management Agreement.
(6)(a) Distribution Agreement.
(6)(b) Forms of Service Agreements.
(8)(a) Amended and Restated Custody Agreement.
(8)(b) Sub-Custodian Agreement.
(10) Opinion and Consent of Registrant's Counsel.
(11) Consent of Independent Auditors.
(15) Service Plan.
OTHER EXHIBITS:
Power of Attorney
Secretary's Certificate
MANAGEMENT AGREEMENT
DREYFUS GLOBAL GROWTH, L.P. (A STRATEGIC FUND)
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 Agreement of Limited
Partnership 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
Managing General Partners. 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
Managing General Partners, 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
investors, 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 Agreement of Limited Partnership 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 Managing General Partners 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 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
investors, costs of investors' 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 the expense limitation of any state having
jurisdiction over the Fund, the Fund may deduct from the fees to
be paid hereunder, or you will bear, such excess expense to the
extent required by state law. 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, Managing General Partner, 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 March 16, 1995, and
thereafter shall continue automatically for successive annual
periods ending on March 16th of each year, provided such
continuance is specifically approved at least annually by (i) the
Fund's Managing General Partners 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 Managing
General Partners 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 the Fund's Managing General Partners 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 partners,
directors, trustees, officers and employees of other
partnerships, corporations, business trusts 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.
This Agreement has been executed on behalf of the Fund
by the undersigned officer of the Fund in his capacity as an
officer of the Fund. The obligations of this Agreement shall
only be binding upon the assets and property of the Fund and
shall not be binding upon any Managing General Partner, officer
or investor of the Fund individually.
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 GLOBAL GROWTH, L.P.
(A STRATEGIC FUND)
By:
Accepted:
THE DREYFUS CORPORATION
By:
DISTRIBUTION AGREEMENT
DREYFUS GLOBAL GROWTH, L.P. (A Strategic Fund)
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 Distribution 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 General Partners in connection with
the issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund,
its several officers and General Partners, and any person who
controls the Fund within the meaning of Section 15 of the Secu-
rities 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 con-
nection therewith) which the Fund, its officers or General
Partners, 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 General Partners, or such
controlling person resulting from such claims or demands, shall
arise out of or be based upon any untrue, or alleged untrue,
statement of a material fact contained in information furnished
in writing by you to the Fund specifically for use in the Fund's
registration statement and used in the answers to any of the
items of the registration statement or in the corresponding
statements made in the prospectus, or shall arise out of or be
based upon any omission, or alleged omission, to state a
material fact in connection with such information furnished in
writing by you to the Fund and required to be stated in such
answers or necessary to make such information not misleading.
Your agreement to indemnify the Fund, its officers and General
Partners, and any such controlling person, as aforesaid, is
expressly conditioned upon your being notified of any action
brought against the Fund, its officers or General Partners, 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 General
Partners, 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 General Partners, 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 General Partners, 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 Managing General Partners 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 Managing
General Partners 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 Managing General Partners 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.
5. Miscellaneous
This agreement has been executed on behalf of the Fund
by the undersigned officer of the Fund in his capacity as an
officer of the Fund. The obligations of this agreement shall
only be binding upon the assets and property of the Fund and
shall not be binding upon any General Partner, officer or
investor of the Fund individually.
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 GLOBAL GROWTH, L.P.
By:
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
By:________________________
EXHIBIT A
Reapproval Date Reapproval Day
March 16, 1996 March 16th
APPENDIX A
TO BANK AFFILIATED BROKER-DEALER AGREEMENT
FORM OF SERVICE AGREEMENT
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, MA 02109
Gentlemen:
We wish to enter into an Agreement with you for servicing shareholders
of, and administering shareholder accounts in, certain mutual fund(s)
managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates (hereinafter referred to individually as the
"Fund" and collectively as the "Funds"). You are the principal underwriter
as defined in the Investment Company Act of 1940, as amended (the "Act"),
and the exclusive agent for the continuous distribution of shares of the
Funds.
The terms and conditions of this Agreement are as follows:
1. We agree to provide shareholder and administrative services for our
clients who own shares of the Funds ("clients"), which services may
include, without limitation: assisting clients in changing dividend options,
account designations and addresses; performing sub-accounting;
establishing and maintaining shareholder accounts and records; processing
purchase and redemption transactions; providing periodic statements
and/or reports showing a client's account balance and integrating such
statements with those of other transactions and balances in the client's
other accounts serviced by us; arranging for bank wires; and providing
such other information and services as you reasonably may request, to the
extent we are permitted by applicable statute, rule or regulation. In this
regard, if we are a subsidiary or affiliate of a federally chartered and
supervised bank or other banking organization, you recognize that we may
be subject to the provisions of the Glass-Steagall Act and other laws,
rules, regulations or requirements governing, among other things, the
conduct of our activities. As such, we are restricted in the activities we
may undertake and for which we may be paid and, therefore, intend to
perform only those activities as are consistent with our statutory and
regulatory obligations. We represent and warrant to, and agree with you,
that the compensation payable to us hereunder, together with any other
compensation payable to us by clients in connection with the investment
of their assets in shares of the Funds, will be properly disclosed by us to
our clients.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in our business, or all or any
personnel employed by us) as is necessary or beneficial for providing
information and services to each Fund's shareholders, and to assist you in
servicing accounts of clients. We shall transmit promptly to clients all
communications sent to us for transmittal to clients by or on behalf of
you, any Fund, or any Fund's investment adviser, custodian or transfer or
dividend disbursing agent.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Fund,
except those contained in the then current Prospectus for such Fund,
copies of which will be supplied by you to us in reasonable quantities upon
request. If we are a subsidiary or an affiliate of a federally supervised
bank or thrift institution, we agree that in providing services hereunder
we shall at all times act in compliance with the Interagency Statement on
Retail Sales of Nondeposit Investment Products issued by The Board of
Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the Office of the Comptroller of the Currency, and the Office
of Thrift Supervision (February 15, 1994) or any successor interagency
requirements as in force at the time such services are provided. We shall
have no authority to act as agent for the Funds or for you.
4. You reserve the right, at your discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of
the Funds.
5. We acknowledge that this Agreement shall become effective for a
Fund only when approved by vote of a majority of (i) the Fund's Board of
Directors or Trustees or Managing General Partners, as the case may be
(collectively "Directors," individually "Director"), and (ii) Directors who
are not "interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in this Agreement, cast in person at a
meeting called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. For all Funds as to which Board approval of this Agreement
is required, such continuance must be approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and
(ii) Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. For any Fund as to which Board approval of this
Agreement is required, this Agreement is terminable without penalty, at
any time, by a majority of the Fund's Directors who are not "interested
persons" (as defined in the Act) and have no direct or indirect financial
interest in this Agreement or, upon not more than 60 days' written notice,
by vote of holders of a majority of the Fund's shares. As to all Funds, this
Agreement is terminable without penalty upon 15 days' notice by either
party. In addition, you may terminate this Agreement as to any or all Funds
immediately, without penalty, if the present investment adviser of such
Fund(s) ceases to serve the Fund(s) in such capacity, or if you cease to act
as distributor of such Fund(s). Notwithstanding anything contained herein,
if we fail to perform the shareholder servicing and administrative
functions contemplated herein by you as to any or all of the Funds, this
Agreement shall be terminable effective upon receipt of notice thereof by
us. This Agreement also shall terminate automatically in the event of its
assignment (as defined in the Act).
7. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay to us, the fees
described as payable to us in each Fund's Service Plan adopted pursuant to
Rule 12b-1 under the Act, and Prospectus and related Statement of
Additional Information. We understand that any payments pursuant to this
Agreement shall be paid only so long as this Agreement and such Plan are
in effect. We agree that no Director, officer or shareholder of the Fund
shall be liable individually for the performance of the obligations
hereunder or for any such payments.
8. We agree to provide to you and each applicable Fund such information
relating to our services hereunder as may be required to be maintained by
you and/or such Fund under applicable federal or state laws, and the rules,
regulations, requirements or conditions of applicable regulatory and self-
regulatory agencies or authorities.
9. This Agreement shall not constitute either party the legal
representative of the other, nor shall either party have the right or
authority to assume, create or incur any liability or any obligation of any
kind, express or implied, against or in the name of or on behalf of the
other party.
10. All notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or
by postage prepaid, registered or certified United States first class mail,
return receipt requested, or by telecopier, telex, telegram or similar
means of same day delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices to you shall be
given or sent to you at One Exchange Place, Tenth Floor, Boston, MA 02109,
Attention: President (with a copy to the same address, Attention: General
Counsel), and all notices to us shall be given or sent to us at our address
which shall be furnished to you in writing on or before the effective date
of this Agreement.
11. This Agreement shall be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of
conflict of laws.
APPENDIX A
TO BROKER-DEALER AGREEMENT
FORM OF SERVICE AGREEMENT
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, MA 02109
Gentlemen:
We wish to enter into an Agreement with you for servicing shareholders
of, and administering shareholder accounts in, certain mutual fund(s)
managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates (hereinafter referred to individually as the
"Fund" and collectively as the "Funds"). You are the principal underwriter
as defined in the Investment Company Act of 1940, as amended (the "Act"),
and the exclusive agent for the continuous distribution of shares of the
Funds.
The terms and conditions of this Agreement are as follows:
1. We agree to provide shareholder and administrative services for our
clients who own shares of the Funds ("clients"), which services may
include, without limitation: answering client inquiries about the Funds;
assisting clients in changing dividend options, account designations and
addresses; performing sub-accounting; establishing and maintaining
shareholder accounts and records; processing purchase and redemption
transactions; investing client account cash balances automatically in
shares of one or more of the Funds; providing periodic statements and/or
reports showing a client's account balance and integrating such
statements with those of other transactions and balances in the client's
other accounts serviced by us; arranging for bank wires; and providing
such other information and services as you reasonably may request, to the
extent we are permitted by applicable statute, rule or regulation. We
represent and warrant to, and agree with you, that the compensation
payable to us hereunder, together with any other compensation payable to
us by clients in connection with the investment of their assets in shares
of the Funds, will be properly disclosed by us to our clients.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in our business, or all or any
personnel employed by us) as is necessary or beneficial for providing
information and services to each Fund's shareholders, and to assist you in
servicing accounts of clients. We shall transmit promptly to clients all
communications sent to us for transmittal to clients by or on behalf of
you, any Fund, or any Fund's investment adviser, custodian or transfer or
dividend disbursing agent.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Fund,
except those contained in the then current Prospectus for such Fund,
copies of which will be supplied by you to us in reasonable quantities upon
request. We shall have no authority to act as agent for the Funds or for
you.
4. You reserve the right, at your discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of
the Funds.
5. We acknowledge that this Agreement shall become effective for a
Fund only when approved by vote of a majority of (i) the Fund's Board of
Directors or Trustees or Managing General Partners, as the case may be
(collectively "Directors," individually "Director"), and (ii) Directors who
are not "interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in this Agreement, cast in person at a
meeting called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. For all Funds as to which Board approval of this Agreement
is required, such continuance must be approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and
(ii) Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. For any Fund as to which Board approval of this
Agreement is required, this Agreement is terminable without penalty, at
any time, by a majority of the Fund's Directors who are not "interested
persons" (as defined in the Act) and have no direct or indirect financial
interest in this Agreement or, upon not more than 60 days' written notice,
by vote of holders of a majority of the Fund's shares. As to all Funds, this
Agreement is terminable without penalty upon 15 days' notice by either
party. In addition, you may terminate this Agreement as to any or all Funds
immediately, without penalty, if the present investment adviser of such
Fund(s) ceases to serve the Fund(s) in such capacity, or if you cease to act
as distributor of such Fund(s). Notwithstanding anything contained herein,
if we fail to perform the shareholder servicing and administrative
functions contemplated herein by you as to any or all of the Funds, this
Agreement shall be terminable effective upon receipt of notice thereof by
us. This Agreement also shall terminate automatically in the event of its
assignment (as defined in the Act).
7. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay to us, the fees
described as payable to us in each Fund's Service Plan adopted pursuant to
Rule 12b-1 under the Act, and Prospectus and related Statement of
Additional Information. We understand that any payments pursuant to this
Agreement shall be paid only so long as this Agreement and such Plan are
in effect. We agree that no Director, officer or shareholder of the Fund
shall be liable individually for the performance of the obligations
hereunder or for any such payments.
8. We agree to provide to you and each applicable Fund such information
relating to our services hereunder as may be required to be maintained by
you and/or such Fund under applicable federal or state laws, and the rules,
regulations, requirements or conditions of applicable regulatory and self-
regulatory agencies or authorities.
9. This Agreement shall not constitute either party the legal
representative of the other, nor shall either party have the right or
authority to assume, create or incur any liability or any obligation of any
kind, express or implied, against or in the name of or on behalf of the
other party.
10. All notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or
by postage prepaid, registered or certified United States first class mail,
return receipt requested, or by telecopier, telex, telegram or similar
means of same day delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices to you shall be
given or sent to you at One Exchange Place, Tenth Floor, Boston, MA 02109,
Attention: President (with a copy to the same address, Attention: General
Counsel), and all notices to us shall be given or sent to us at our address
which shall be furnished to you in writing on or before the effective date
of this Agreement.
11. This Agreement shall be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of
conflict of laws.
APPENDIX A
TO BANK AGREEMENT
FORM OF SERVICE AGREEMENT
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, MA 02109
Gentlemen:
We wish to enter into an Agreement with you for servicing shareholders
of, and administering shareholder accounts in, certain mutual fund(s)
managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates (hereinafter referred to individually as the
"Fund" and collectively as the "Funds"). You are the principal underwriter
as defined in the Investment Company Act of 1940, as amended (the "Act"),
and the exclusive agent for the continuous distribution of shares of the
Funds.
The terms and conditions of this Agreement are as follows:
1. We agree to provide shareholder and administrative services for our
clients who own shares of the Funds ("clients"), which services may
include, without limitation: assisting clients in changing dividend options,
account designations and addresses; performing sub-accounting;
establishing and maintaining shareholder accounts and records; processing
purchase and redemption transactions; providing periodic statements
and/or reports showing a client's account balance and integrating such
statements with those of other transactions and balances in the client's
other accounts serviced by us; arranging for bank wires; and providing
such other information and services as you reasonably may request, to the
extent we are permitted by applicable statute, rule or regulation. In this
regard, if we are a federally chartered and supervised bank or other
banking organization, you recognize that we may be subject to the
provisions of the Glass-Steagall Act and other laws, rules, regulations or
requirements governing, among other things, the conduct of our activities.
As such, we are restricted in the activities we may undertake and for
which we may be paid and, therefore, intend to perform only those
activities as are consistent with our statutory and regulatory obligations.
We represent and warrant to, and agree with you, that the compensation
payable to us hereunder, together with any other compensation payable to
us by clients in connection with the investment of their assets in shares
of the Funds, will be properly disclosed by us to our clients.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in our business, or all or any
personnel employed by us) as is necessary or beneficial for providing
information and services to each Fund's shareholders, and to assist you in
servicing accounts of clients. We shall transmit promptly to clients all
communications sent to us for transmittal to clients by or on behalf of
you, any Fund, or any Fund's investment adviser, custodian or transfer or
dividend disbursing agent.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Fund,
except those contained in the then current Prospectus for such Fund,
copies of which will be supplied by you to us in reasonable quantities upon
request. If we are a federally supervised bank or thrift institution, we
agree that, in providing services hereunder, we shall at all times act in
compliance with the Interagency Statement on Retail Sales of Nondeposit
Investment Products issued by The Board of Governors of the Federal
Reserve System, the Federal Deposit Insurance Corporation, the Office of
the Comptroller of the Currency, and the Office of Thrift Supervision
(February 15, 1994) or any successor interagency requirements as in force
at the time such services are provided. We shall have no authority to act
as agent for the Funds or for you.
4. You reserve the right, at your discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of
the Funds.
5. We acknowledge that this Agreement shall become effective for a
Fund only when approved by vote of a majority of (i) the Fund's Board of
Directors or Trustees or Managing General Partners, as the case may be
(collectively "Directors," individually "Director"), and (ii) Directors who
are not "interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in this Agreement, cast in person at a
meeting called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. For all Funds as to which Board approval of this Agreement
is required, such continuance must be approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and
(ii) Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. For any Fund as to which Board approval of this
Agreement is required, this Agreement is terminable without penalty, at
any time, by a majority of the Fund's Directors who are not "interested
persons" (as defined in the Act) and have no direct or indirect financial
interest in this Agreement or upon not more than 60 days' written notice,
by vote of holders of a majority of the Fund's shares. As to all Funds, this
Agreement is terminable without penalty upon 15 days' notice by either
party. In addition, you may terminate this Agreement as to any or all Funds
immediately, without penalty, if the present investment adviser of such
Fund(s) ceases to serve the Fund(s) in such capacity, or if you cease to act
as distributor of such Fund(s). Notwithstanding anything contained herein,
if we fail to perform the shareholder servicing and administrative
functions contemplated herein by you as to any or all of the Funds, this
Agreement shall be terminable effective upon receipt of notice thereof by
us. This Agreement also shall terminate automatically in the event of its
assignment (as defined in the Act).
7. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay to us, the fees
described as payable to us in each Fund's Service Plan adopted pursuant to
Rule 12b-1 under the Act, and Prospectus and related Statement of
Additional Information. We understand that any payments pursuant to this
Agreement shall be paid only so long as this Agreement and such Plan are
in effect. We agree that no Director, officer or shareholder of the Fund
shall be liable individually for the performance of the obligations
hereunder or for any such payments.
8. We agree to provide to you and each applicable Fund such information
relating to our services hereunder as may be required to be maintained by
you and/or such Fund under applicable federal or state laws, and the rules,
regulations, requirements or conditions of applicable regulatory and self-
regulatory agencies or authorities.
9. This Agreement shall not constitute either party the legal
representative of the other, nor shall either party have the right or
authority to assume, create or incur any liability or any obligation of any
kind, express or implied, against or in the name of or on behalf of the
other party.
10. All notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or
by postage prepaid, registered or certified United States first class mail,
return receipt requested, or by telecopier, telex, telegram or similar
means of same day delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices to you shall be
given or sent to you at One Exchange Place, Tenth Floor, Boston, MA 02109,
Attention: President (with a copy to the same address, Attention: General
Counsel), and all notices to us shall be given or sent to us at our address
which shall be furnished to you in writing on or before the effective date
of this Agreement.
11. This Agreement shall be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of
conflict of laws.
CUSTODY AGREEMENT
Custody Agreement made as of January 16, 1990 between
DREYFUS STRATEGIC WORLD INVESTING, L.P., a Delaware limited
partnership, having its principal office and place of business at
666 Old Country Road, Garden City, New York 11530 (hereinafter
called the "Fund"), and THE BANK OF NEW YORK, a New York
corporation authorized to do a banking business, having its
principal office and place of business at 48 Wall Street, New
York, New York 10015 (hereinafter called the "Custodian").
W I T N E S S E T H :
that for and in consideration of the mutual promises hereinafter
set forth the Fund and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the
following meanings:
1. "Authorized Person" shall be deemed to include the
Treasurer, the Controller or any other person, whether or not any
such person is an Officer or employee of the Fund, duly authorized
by the Managing General Partners of the Fund to give Oral
Instructions and Written Instructions on behalf of the Fund and
listed in the Certificate annexed hereto as Appendix A or such
other Certificate as may be received by the Custodian from time to
time.
2. "Available Balance" shall mean for any given day
during a calendar year the aggregate amount of Federal Funds held
in the Fund's custody account(s) at The Bank of New York, or its
successors, as of the close of such day or, if such day is not a
business day, the close of the preceding business day.
3. "Bankruptcy" shall mean with respect to a party such
party's making a general assignment, arrangement or composition
with or for the benefit of its creditors, or instituting or having
instituted against it a proceeding seeking a judgment of
insolvency or bankruptcy or the entry of an order for relief under
the Federal bankruptcy law or any other relief under any
bankruptcy or insolvency law or other similar law affecting
creditors' rights, or if a petition is presented for the winding
up or liquidation of the party or a resolution is passed for its
winding up or liquidation, or it seeks, or becomes subject to, the
appointment of an administrator, receiver, trustee, custodian or
other similar official for it or for all or substantially all of
its assets or its taking any action in furtherance of, or
indicating its consent to approval of, or acquiescence in, any of
the foregoing.
4. "Book-Entry System" shall mean the Federal Reserve/
Treasury book-entry system for United States and Federal agency
securities, its successor or successors and its nominee or
nominees.
5. "Call Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options, Futures
Contracts and Futures Contract Options entitling the holder, upon
timely exercise and payment of the exercise price, as specified
therein, to purchase from the writer thereof the specified
underlying Securities.
6. "Certificate" shall mean any notice, instruction, or
other instrument in writing, authorized or required by this
Agreement to be given to the Custodian, which is actually received
by the Custodian and signed on behalf of the Fund by any two
Officers of the Fund.
7. "Clearing Member" shall mean a registered broker-
dealer which is a clearing member under the rules of O.C.C. and a
member of a national securities exchange qualified to act as a
custodian for an investment company, or any broker-dealer
reasonably believed by the Custodian to be such a clearing member.
8. "Collateral Account" shall mean a segregated account
so denominated and pledged to the Custodian as security for, and
in consideration of, the Custodian's issuance of (a) any Put
Option guarantee letter or similar document described in para-
graph 8 of Article V herein, or (b) any receipt described in
Article V or VIII herein.
9. "Consumer Price Index" shall mean the U.S. Consumer
Price Index, all items and all urban consumers, U.S. city average
l982-84 equals l00, as first published without seasonal adjustment
by the Bureau of Labor Statistics, the Department of Labor,
without regard to subsequent revisions or corrections by such
Bureau.
10. "Covered Call Option" shall mean an exchange traded
option entitling the holder, upon timely exercise and payment of
the exercise price, as specified therein, to purchase from the
writer thereof the specified Securities (excluding Futures
Contracts) which are owned by the writer thereof and subject to
appropriate restrictions.
11. "Depository" shall mean The Depository Trust
Company ("DTC"), a clearing agency registered with the Securities
and Exchange Commission, its successor or successors and its
nominee or nominees, provided the Custodian has received a
certified copy of a resolution of the Fund's Managing General
Partners specifically approving deposits in DTC. The term
"Depository" shall further mean and include any other person
authorized to act as a depository under the Investment Company Act
of 1940, its successor or successors and its nominee or nominees,
specifically identified in a certified copy of a resolution of the
Fund's Managing General Partners specifically approving deposits
therein by the Custodian.
12. "Earnings Credit" shall mean for any given day
during a calendar year the product of (a) the Federal Funds Rate
for such date minus .25%, and (b) 82% of the Available Balance.
13. "Federal Funds" shall mean immediately available
same day funds.
14. "Federal Funds Rate" shall mean, for any day, the
Federal Funds (Effective) interest rate so denominated as
published in Federal Reserve Statistical Release H.15 (519) and
applicable to such day and each succeeding day which is not a
business day.
15. "Financial Futures Contract" shall mean the firm
commitment to buy or sell fixed income securities, including,
without limitation, U.S. Treasury Bills, U.S. Treasury Notes, U.S.
Treasury Bonds, domestic bank certificates of deposit, and
Eurodollar certificates of deposit, during a specified month at an
agreed upon price.
16. "Futures Contract" shall mean a Financial Futures
Contract and/or Stock Index Futures Contracts.
17. "Futures Contract Option" shall mean an option with
respect to a Futures Contract.
18. "Margin Account" shall mean a segregated account in
the name of a broker, dealer, futures commission merchant or
Clearing Member, or in the name of the Fund for the benefit of a
broker, dealer, futures commission merchant or Clearing Member, or
otherwise, in accordance with an agreement between the Fund, the
Custodian and a broker, dealer, futures commission merchant or
Clearing Member (a "Margin Account Agreement"), separate and
distinct from the custody account, in which certain Securities
and/or money of the Fund shall be deposited and withdrawn from
time to time in connection with such transactions as the Fund may
from time to time determine. Securities held in the Book-Entry
System or the Depository shall be deemed to have been deposited
in, or withdrawn from, a Margin Account upon the Custodian's
effecting an appropriate entry on its books and records.
19. "Merger" shall mean (a) with respect to the Fund,
the consolidation or amalgamation with, merger into, or transfer
of all or substantially all of its assets to, another entity,
where the Fund is not the surviving entity, and (b) with respect
to the Custodian, any consolidation or amalgamation with, merger
into, or transfer of all or substantially all of its assets to,
another entity, except for any such consolidation, amalgamation,
merger or transfer of assets between the Custodian and The Bank of
New York Company, Inc. or any subsidiary thereof, or the Irving
Bank Corporation or any subsidiary thereof, provided that the
surviving entity agrees to be bound by the terms of this
Agreement.
20. "Money Market Security" shall be deemed to include,
without limitation, debt obligations issued or guaranteed as to
principal and interest by the government of the United States or
agencies or instrumentalities thereof, commercial paper,
certificates of deposit and bankers' acceptances, repurchase and
reverse repurchase agreements with respect to the same and bank
time deposits, where the purchase and sale of such securities
normally requires settlement in Federal funds on the same date as
such purchase or sale.
21. "O.C.C." shall mean Options Clearing Corporation, a
clearing agency registered under Section 17A of the Securities
Exchange Act of 1934, its successor or successors, and its nominee
or nominees.
22. "Officers" shall be deemed to include the
President, any Vice President, the Secretary, the Treasurer, the
Controller, any Assistant Secretary, any Assistant Treasurer or
any other person or persons duly authorized by the Fund's Managing
General Partners to execute any Certificate, instruction, notice
or other instrument on behalf of the Fund and listed in the
Certificate annexed hereto as Appendix B or such other Certificate
as may be received by the Custodian from time to time.
23. "Option" shall mean a Call Option, Covered Call
Option, Stock Index Option and/or a Put Option.
24. "Oral Instructions" shall mean verbal instructions
actually received by the Custodian from an Authorized Person or
from a person reasonably believed by the Custodian to be an
Authorized Person.
25. "Put Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options, Futures
Contracts, and Futures Contract Options entitling the holder, upon
timely exercise and tender of the specified underlying Securities,
to sell such Securities to the writer thereof for the exercise
price.
26. "Reverse Repurchase Agreement" shall mean an
agreement pursuant to which the Fund sells Securities and agrees
to repurchase such Securities at a described or specified date and
price.
27. "Security" shall be deemed to include, without
limitation, Money Market Securities, Call Options, Put Options,
Stock Index Options, Stock Index Futures Contracts, Stock Index
Futures Contract Options, Financial Futures Contracts, Financial
Futures Contract Options, Reverse Repurchase Agreements, common
stock and other instruments or rights having characteristics
similar to common stocks, preferred stocks, debt obligations
issued by state or municipal governments and by public authorities
(including, without limitation, general obligation bonds, revenue
bonds and industrial bonds and industrial development bonds),
bonds, debentures, notes, mortgages or other obligations, and any
certificates, receipts, warrants or other instruments representing
rights to receive, purchase, sell or subscribe for the same, or
evidencing or representing any other rights or interest therein,
or any property or assets.
28. "Segregated Security Account" shall mean an account
maintained under the terms of this Agreement as a segregated
account, by recordation or otherwise, within the custody account
in which certain Securities and/or other assets of the Fund shall
be deposited and withdrawn from time to time in accordance with
Certificates received by the Custodian in connection with such
transactions as the Fund may from time to time determine.
29. "Shares" shall mean the shares of limited partner-
ship interest of the Fund, each of which, in the case of a Fund
having Series, is allocated to a particular Series.
30. "Stock Index Futures Contract" shall mean a
bilateral agreement pursuant to which the parties agree to take or
make delivery of an amount of cash equal to a specified dollar
amount times the difference between the value of a particular
stock index at the close of the last business day of the contract
and the price at which the futures contract is originally struck.
31. "Stock Index Option" shall mean an exchange traded
option entitling the holder, upon timely exercise, to receive an
amount of cash determined by reference to the difference between
the exercise price and the value of the index on the date of
exercise.
32. "Written Instructions" shall mean written
communications actually received by the Custodian from an
Authorized Person or from a person reasonably believed by the
Custodian to be an Authorized Person by telex or any other such
system whereby the receiver of such communications is able to
verify by codes or otherwise with a reasonable degree of certainty
the authenticity of the sender of such communication.
ARTICLE II
APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the
Custodian as custodian of all the Securities and moneys at any
time owned by the Fund during the period of this Agreement, except
that (a) if the Custodian fails to provide for the custody of any
of the Fund's Securities and moneys located or to be located
outside the United States in a manner satisfactory to the Fund,
the Fund shall be permitted to arrange for the custody of such
Securities and moneys located or to be located outside the United
States other than through the Custodian at rates to be negotiated
and borne by the Fund and (b) if the Custodian fails to continue
any existing sub-custodial or similar arrangements on
substantially the same terms as exist on the date of this
Agreement, the Fund shall be permitted to arrange for such or
similar services other than through the Custodian at rates to be
negotiated and borne by the Fund. The Custodian shall not charge
the Fund for any such terminated services after the date of such
termination.
2. The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as hereinafter
set forth.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. Except as otherwise provided in paragraph 7 of this
Article and in Article VIII, the Fund will deliver or cause to be
delivered to the Custodian all Securities and all moneys owned by
it, including cash received for the issuance of its shares, at any
time during the period of this Agreement. The Custodian will not
be responsible for such Securities and such moneys until actually
received by it. The Custodian will be entitled to reverse any
credits made on the Fund's behalf where such credits have been
previously made and moneys are not finally collected. The Fund
shall deliver to the Custodian a certified resolution of the
Fund's Managing General Partners approving, authorizing and
instructing the Custodian on a continuous and on-going basis to
deposit in the Book-Entry System all Securities eligible for
deposit therein and to utilize the Book-Entry System to the extent
possible in connection with its performance hereunder, including,
without limitation, in connection with settlements of purchases
and sales of Securities, loans of Securities, and deliveries and
returns of Securities collateral. Prior to a deposit of
Securities of the Fund in the Depository the Fund shall deliver to
the Custodian a certified resolution of the Fund's Managing
General Partners approving, authorizing and instructing the
Custodian on a continuous and on-going basis until instructed to
the contrary by a Certificate actually received by the Custodian
to deposit in the Depository all Securities eligible for deposit
therein and to utilize the Depository to the extent possible in
connection with its performance hereunder, including, without
limitation, in connection with settlements of purchases and sales
of Securities, loans of Securities, and deliveries and returns of
Securities collateral. Securities and moneys of the Fund
deposited in either the Book-Entry System or the Depository will
be represented in accounts which include only assets held by the
Custodian for customers, including, but not limited to, accounts
in which the Custodian acts in a fiduciary or representative
capacity. Prior to the Custodian's accepting, utilizing and
acting with respect to Clearing Member confirmations for Options
and transactions in Options as provided in this Agreement, the
Custodian shall have received a certified resolution of the Fund's
Managing General Partners approving, authorizing and instructing
the Custodian on a continuous and on-going basis, until instructed
to the contrary by a Certificate actually received by the
Custodian, to accept, utilize and act in accordance with such
confirmations as provided in this Agreement.
2. The Custodian shall credit to a separate account in
the name of the Fund all moneys received by it for the account of
the Fund, and shall disburse the same only:
(a) In payment for Securities purchased, as provided in
Article IV hereof;
(b) In payment of dividends or distributions, as
provided in Article XI hereof;
(c) In payment of original issue or other taxes, as
provided in Article XII hereof;
(d) In payment for Shares redeemed by it, as provided
in Article XII hereof;
(e) Pursuant to Certificates setting forth the name and
address of the person to whom the payment is to be made, and the
purpose for which payment is to be made; or
(f) In payment of the fees and in reimbursement of the
expenses and liabilities of the Custodian, as provided in Article
XV hereof.
3. Promptly after the close of business on each day,
the Custodian shall furnish the Fund with confirmations and a
summary of all transfers to or from the account of the Fund during
said day. Where Securities are transferred to the account of the
Fund, the Custodian shall also by book-entry or otherwise identify
as belonging to the Fund a quantity of Securities in a fungible
bulk of Securities registered in the name of the Custodian (or its
nominee) or shown on the Custodian's account on the books of the
Book-Entry System or the Depository. At least monthly and from
time to time, the Custodian shall furnish the Fund with a detailed
statement of the Securities and moneys held for the Fund under
this Agreement.
4. Except as otherwise provided in paragraph 7 of this
Article and in Article VIII, all Securities held for the Fund,
which are issued or issuable only in bearer form, except such
Securities as are held in the Book-Entry System, shall be held by
the Custodian in that form; all other Securities held for the Fund
may be registered in the name of the Fund, in the name of any duly
appointed registered nominee of the Custodian as the Custodian may
from time to time determine, or in the name of the Book-Entry
System or the Depository or their successor or successors, or
their nominee or nominees. The Fund agrees to furnish to the
Custodian appropriate instruments to enable the Custodian to hold
or deliver in proper form for transfer, or to register in the name
of its registered nominee or in the name of the Book-Entry System
or the Depository, any Securities which it may hold for the
account of the Fund and which may from time to time be registered
in the name of the Fund. The Custodian shall hold all such
Securities which are not held in the Book-Entry System or in the
Depository in a separate account in the name of the Fund
physically segregated at all times from those of any other person
or persons.
5. Except as otherwise provided in this Agreement and
unless otherwise instructed to the contrary by a Certificate, the
Custodian by itself, or through the use of the Book-Entry System
or the Depository with respect to Securities therein deposited,
shall with respect to all Securities held for the Fund in
accordance with this Agreement:
(a) Collect all income due or payable and, in any
event, if the Custodian receives a written notice from the Fund
specifying that an amount of income should have been received by
the Custodian within the last 90 days, the Custodian will provide
a conditional payment of income within 60 days from the date the
Custodian received such notice, unless the Custodian reasonably
concludes that such income was not due or payable to the Fund,
provided that the Custodian may reverse any such conditional
payment upon its reasonably concluding that all or any portion of
such income was not due or payable, and provided further that the
Custodian shall not be liable for failing to collect on a timely
basis the full amount of income due or payable in respect of a
"floating rate instrument" or "variable rate instrument" (as such
terms are defined under Rule 2a-7 under the Investment Company Act
of l940, as amended) if it has acted in good faith, without
negligence or willful misconduct.
(b) Present for payment and collect the amount payable
upon such Securities which are called, but only if either (i) the
Custodian receives a written notice of such call, or (ii) notice
of such call appears in one or more of the publications listed in
Appendix C annexed hereto, which may be amended at any time by the
Custodian upon five business days' prior notification to the Fund;
(c) Present for payment and collect the amount payable
upon all Securities which may mature;
(d) Surrender Securities in temporary form for
definitive Securities;
(e) Execute, as Custodian, any necessary declarations
or certificates of ownership under the Federal Income Tax Laws or
the laws or regulations of any other taxing authority now or
hereafter in effect; and
(f) Hold directly, or through the Book-Entry System or
the Depository with respect to Securities therein deposited, for
the account of the Fund all rights and similar securities issued
with respect to any Securities held by the Custodian hereunder.
6. Upon receipt of a Certificate and not otherwise, the
Custodian, directly or through the use of the Book-Entry System or
the Depository, shall:
(a) Execute and deliver to such persons as may be
designated in such Certificate proxies, consents, authorizations,
and any other instruments whereby the authority of the Fund as
owner of any Securities may be exercised;
(b) Deliver any Securities held for the Fund in
exchange for other Securities or cash issued or paid in connection
with the liquidation, reorganization, refinancing, merger,
consolidation or recapitalization of any corporation, or the
exercise of any conversion privilege;
(c) Deliver any Securities held for the Fund to any
protective committee, reorganization committee or other person in
connection with the reorganization, refinancing, merger,
consolidation, recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to evidence such
delivery;
(d) Make such transfers or exchanges of the assets of
the Fund and take such other steps as shall be stated in said
order to be for the purpose of effectuating any duly authorized
plan of liquidation, reorganization, merger, consolidation or
recapitalization of the Fund; and
(e) Present for payment and collect the amount payable
upon Securities not described in preceding paragraph 5(b) of this
Article which may be called as specified in the Certificate.
7. Notwithstanding any provision elsewhere contained
herein, the Custodian shall not be required to obtain possession
of any instrument or certificate representing any Futures
Contract, Option or Futures Contract Option until after it shall
have determined, or shall have received a Certificate from the
Fund stating, that any such instruments or certificates are
available. The Fund shall deliver to the Custodian such a
Certificate no later than the business day preceding the
availability of any such instrument or certificate. Prior to such
availability, the Custodian shall comply with Section 17(f) of the
Investment Company Act of 1940, as amended, in connection with the
purchase, sale, settlement, closing out or writing of Futures
Contracts, Options or Futures Contract Options by making payments
or deliveries specified in Certificates received by the Custodian
in connection with any such purchase, sale, writing, settlement or
closing out upon its receipt from a broker, dealer or futures
commission merchant of a statement or confirmation reasonably
believed by the Custodian to be in the form customarily used by
brokers, dealers, or futures commission merchants with respect to
such Futures Contracts, Options or Futures Contract Options, as
the case may be, confirming that such Security is held by such
broker, dealer or futures commission merchant, in book-entry form
or otherwise, in the name of the Custodian (or any nominee of the
Custodian) as custodian for the Fund, provided, however, that
payments to or deliveries from the Margin Account shall be made in
accordance with the terms and conditions of the Margin Account
Agreement. Whenever any such instruments or certificates are
available, the Custodian shall, notwithstanding any provision in
this Agreement to the contrary, make payment for any Futures
Contract, Option or Futures Contract Option for which such
instruments or such certificates are available only against the
delivery to the Custodian of such instrument or such certificate,
and deliver any Futures Contract, Option or Futures Contract
Option for which such instruments or such certificates are
available only against receipt by the Custodian of payment
therefor. Any such instrument or certificate delivered to the
Custodian shall be held by the Custodian hereunder in accordance
with, and subject to, the provisions of this Agreement.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN OPTIONS,
FUTURES CONTRACTS, FUTURES CONTRACT OPTIONS AND REVERSE
REPURCHASE AGREEMENTS
1. Promptly after each purchase of Securities by the
Fund, other than a purchase of any Option, Futures Contract,
Futures Contract Option or Reverse Repurchase Agreement, the Fund
shall deliver to the Custodian (i) with respect to each purchase
of Securities which are not Money Market Securities, a
Certificate, and (ii) with respect to each purchase of Money
Market Securities, a Certificate, Oral Instructions or Written
Instructions, specifying with respect to each such purchase: (a)
the name of the issuer and the title of the Securities; (b) the
number of shares or the principal amount purchased and accrued
interest, if any; (c) the date of purchase and settlement; (d) the
purchase price per unit; (e) the total amount payable upon such
purchase; (f) the name of the person from whom or the broker
through whom the purchase was made, and the name of the clearing
broker, if any; and (g) the name of the broker to which payment is
to be made. The Custodian shall, upon receipt of Securities
purchased by or for the Fund, pay out of the moneys held for the
account of the Fund the total amount payable to the person from
whom, or the broker through whom, the purchase was made, provided
that the same conforms to the total amount payable as set forth in
such Certificate, Oral Instructions or Written Instructions.
2. Promptly after each sale of Securities by the Fund,
other than a sale of any Option, Futures Contract, Futures
Contract Option or Reverse Repurchase Agreement, the Fund shall
deliver to the Custodian (i) with respect to each sale of
Securities which are not Money Market Securities, a Certificate,
and (ii) with respect to each sale of Money Market Securities, a
Certificate, Oral Instructions or Written Instructions, specifying
with respect to each such sale: (a) the name of the issuer and
the title of the Security; (b) the number of shares or principal
amount sold, and accrued interest, if any; (c) the date of sale;
(d) the sale price per unit; (e) the total amount payable to the
Fund upon such sale; (f) the name of the broker through whom or
the person to whom the sale was made, and the name of the clearing
broker, if any; and (g) the name of the broker to whom the
Securities are to be delivered. The Custodian shall deliver the
Securities upon receipt of the total amount payable to the Fund
upon such sale, provided that the same conforms to the total
amount payable as set forth in such Certificate, Oral Instructions
or Written Instructions. Subject to the foregoing, the Custodian
may accept payment in such form as shall be satisfactory to it,
and may deliver Securities and arrange for payment in accordance
with the customs prevailing among dealers in Securities.
ARTICLE V
OPTIONS
1. Promptly after the purchase of any Option by the
Fund, the Fund shall deliver to the Custodian a Certificate
specifying with respect to each Option purchased: (a) the type of
Option (put or call); (b) the name of the issuer and the title and
number of shares subject to such Option or, in the case of a Stock
Index Option, the stock index to which such Option relates and the
number of Stock Index Options purchased; (c) the expiration date;
(d) the exercise price; (e) the dates of purchase and settlement;
(f) the total amount payable by the Fund in connection with such
purchase; (g) the name of the Clearing Member through which such
Option was purchased; and (h) the name of the broker to whom
payment is to be made. The Custodian shall pay, upon receipt of a
Clearing Member's statement confirming the purchase of such Option
held by such Clearing Member for the account of the Custodian (or
any duly appointed and registered nominee of the Custodian) as
custodian for the Fund, out of moneys held for the account of the
Fund, the total amount payable upon such purchase to the Clearing
Member through whom the purchase was made, provided that the same
conforms to the total amount payable as set forth in such
Certificate.
2. Promptly after the sale of any Option purchased by
the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to
the Custodian a Certificate specifying with respect to each such
sale: (a) the type of Option (put or call); (b) the name of the
issuer and the title and number of shares subject to such Option
or, in the case of a Stock Index Option, the stock index to which
such Option relates and the number of Stock Index Options sold;
(c) the date of sale; (d) the sale price; (e) the date of
settlement; (f) the total amount payable to the Fund upon such
sale; and (g) the name of the Clearing Member through which the
sale was made. The Custodian shall consent to the delivery of the
Option sold by the Clearing Member which previously supplied the
confirmation described in preceding paragraph 1 of this Article
with respect to such Option against payment to the Custodian of
the total amount payable to the Fund, provided that the same
conforms to the total amount payable as set forth in such
Certificate.
3. Promptly after the exercise by the Fund of any Call
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall deliver to the Custodian a Certificate specifying with
respect to such Call Option: (a) the name of the issuer and the
title and number of shares subject to the Call Option; (b) the
expiration date; (c) the date of exercise and settlement; (d) the
exercise price per share; (e) the total amount to be paid by the
Fund upon such exercise; and (f) the name of the Clearing Member
through which such Call Option was exercised. The Custodian
shall, upon receipt of the Securities underlying the Call Option
which was exercised, pay out of the moneys held for the account of
the Fund the total amount payable to the Clearing Member through
whom the Call Option was exercised, provided that the same
conforms to the total amount payable as set forth in such
Certificate.
4. Promptly after the exercise by the Fund of any Put
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall deliver to the Custodian a Certificate specifying with
respect to such Put Option: (a) the name of the issuer and the
title and number of shares subject to the Put Option; (b) the
expiration date; (c) the date of exercise and settlement; (d) the
exercise price per share; (e) the total amount to be paid to the
Fund upon such exercise; and (f) the name of the Clearing Member
through which such Put Option was exercised. The Custodian shall,
upon receipt of the amount payable upon the exercise of the Put
Option, deliver or direct the Depository to deliver the
Securities, provided the same conforms to the amount payable to
the Fund as set forth in such Certificate.
5. Promptly after the exercise by the Fund of any Stock
Index Option purchased by the Fund pursuant to paragraph 1 hereof,
the Fund shall deliver to the Custodian a Certificate specifying
with respect to such Stock Index Option: (a) the type of Stock
Index Option (put or call); (b) the number of Options being
exercised; (c) the stock index to which such Option relates;
(d) the expiration date; (e) the exercise price; (f) the total
amount to be received by the Fund in connection with such
exercise; and (g) the Clearing Member from which such payment is
to be received.
6. Whenever the Fund writes a Covered Call Option, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Covered Call Option: (a) the name
of the issuer and the title and number of shares for which the
Covered Call Option was written and which underlie the same;
(b) the expiration date; (c) the exercise price; (d) the premium
to be received by the Fund; (e) the date such Covered Call Option
was written; and (f) the name of the Clearing Member through which
the premium is to be received. The Custodian shall deliver or
cause to be delivered, in exchange for receipt of the premium
specified in the Certificate with respect to such Covered Call
Option, such receipts as are required in accordance with the
customs prevailing among Clearing Members dealing in Covered Call
Options and shall impose, or direct the Depository to impose, upon
the underlying Securities specified in the Certificate such
restrictions as may be required by such receipts. Notwithstanding
the foregoing, the Custodian has the right, upon prior written
notification to the Fund, at any time to refuse to issue any
receipts for Securities in the possession of the Custodian and not
deposited with the Depository underlying a Covered Call Option.
7. Whenever a Covered Call Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate instructing the Custodian to deliver, or to direct the
Depository to deliver, the Securities subject to such Covered Call
Option and specifying: (a) the name of the issuer and the title
and number of shares subject to the Covered Call Option; (b) the
Clearing Member to whom the underlying Securities are to be
delivered; and (c) the total amount payable to the Fund upon such
delivery. Upon the return and/or cancellation of any receipts
delivered pursuant to paragraph 6 of this Article, the Custodian
shall deliver, or direct the Depository to deliver, the underlying
Securities as specified in the Certificate for the amount to be
received as set forth in such Certificate.
8. Whenever the Fund writes a Put Option, the Fund
shall promptly deliver to the Custodian a Certificate specifying
with respect to such Put Option: (a) the name of the issuer and
the title and number of shares for which the Put Option is written
and which underlie the same; (b) the expiration date; (c) the
exercise price; (d) the premium to be received by the Fund;
(e) the date such Put Option is written; (f) the name of the
Clearing Member through which the premium is to be received and to
whom a Put Option guarantee letter is to be delivered; (g) the
amount of cash, and/or the amount and kind of Securities, if any,
to be deposited in the Segregated Security Account; and (h) the
amount of cash and/or the amount and kind of Securities to be
deposited into the Collateral Account. The Custodian shall, after
making the deposits into the Collateral Account specified in the
Certificate, issue a Put Option guarantee letter substantially in
the form utilized by the Custodian on the date hereof, and deliver
the same to the Clearing Member specified in the Certificate
against receipt of the premium specified in said Certificate.
Notwithstanding the foregoing, the Custodian shall be under no
obligation to issue any Put Option guarantee letter or similar
document if it is unable to make any of the representations
contained therein.
9. Whenever a Put Option written by the Fund and
described in the preceding paragraph is exercised, the Fund shall
promptly deliver to the Custodian a Certificate specifying:
(a) the name of the issuer and title and number of shares subject
to the Put Option; (b) the Clearing Member from which the
underlying Securities are to be received; (c) the total amount
payable by the Fund upon such delivery; (d) the amount of cash
and/or the amount and kind of Securities to be withdrawn from the
Collateral Account; and (e) the amount of cash and/or the amount
and kind of Securities, if any, to be withdrawn from the
Segregated Security Account. Upon the return and/or cancellation
of any Put Option guarantee letter or similar document issued by
the Custodian in connection with such Put Option, the Custodian
shall pay out of the moneys held for the account of the Fund the
total amount payable to the Clearing Member specified in the
Certificate as set forth in such Certificate, and shall make the
withdrawals specified in such Certificate.
10. Whenever the Fund writes a Stock Index Option, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Stock Index Option: (a) whether
such Stock Index Option is a put or a call; (b) the number of
Options written; (c) the stock index to which such Option relates;
(d) the expiration date; (e) the exercise price; (f) the Clearing
Member through which such Option was written; (g) the premium to
be received by the Fund; (h) the amount of cash and/or the amount
and kind of Securities, if any, to be deposited in the Segregated
Security Account; (i) the amount of cash and/or the amount and
kind of Securities, if any, to be deposited in the Collateral
Account; and (j) the amount of cash and/or the amount and kind of
Securities, if any, to be deposited in a Margin Account, and the
name in which such account is to be or has been established. The
Custodian shall, upon receipt of the premium specified in the
Certificate, make the deposits, if any, into the Segregated
Security Account specified in the Certificate, and either (1)
deliver such receipts, if any, which the Custodian has
specifically agreed to issue, which are in accordance with the
customs prevailing among Clearing Members in Stock Index Options
and make the deposits into the Collateral Account specified in the
Certificate, or (2) make the deposits into the Margin Account
specified in the Certificate.
11. Whenever a Stock Index Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to such Stock Index Option:
(a) such information as may be necessary to identify the Stock
Index Option being exercised; (b) the Clearing Member through
which such Stock Index Option is being exercised; (c) the total
amount payable upon such exercise, and whether such amount is to
be paid by or to the Fund; (d) the amount of cash and/or amount
and kind of Securities, if any, to be withdrawn from the Margin
Account; and (e) the amount of cash and/or amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account and the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Collateral Account.
Upon the return and/or cancellation of the receipt, if any,
delivered pursuant to the preceding paragraph of this Article, the
Custodian shall pay to the Clearing Member specified in the
Certificate the total amount payable, if any, as specified
therein.
12. Whenever the Fund purchases any Option identical to
a previously written Option described in paragraphs 6, 8 or 10 of
this Article in a transaction expressly designated as a "Closing
Purchase Transaction" in order to liquidate its position as a
writer of an Option, the Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to the Option
being purchased: (a) that the transaction is a Closing Purchase
Transaction; (b) the name of the issuer and the title and number
of shares subject to the Option, or, in the case of a Stock Index
Option, the stock index to which such Option relates and the
number of Options held; (c) the exercise price; (d) the premium to
be paid by the Fund; (e) the expiration date; (f) the type of
Option (put or call); (g) the date of such purchase; (h) the name
of the Clearing Member to which the premium is to be paid; and (i)
the amount of cash and/or the amount and kind of Securities, if
any, to be withdrawn from the Collateral Account, a specified
Margin Account or the Segregated Security Account. Upon the
Custodian's payment of the premium and the return and/or
cancellation of any receipt issued pursuant to paragraphs 6, 8 or
10 of this Article with respect to the Option being liquidated
through the Closing Purchase Transaction, the Custodian shall
remove, or direct the Depository to remove, the previously imposed
restrictions on the Securities underlying the Call Option.
13. Upon the expiration or exercise of, or consummation
of a Closing Purchase Transaction with respect to, any Option
purchased or written by the Fund and described in this Article,
the Custodian shall delete such Option from the statements
delivered to the Fund pursuant to paragraph 3 of Article III
herein, and upon the return and/or cancellation of any receipts
issued by the Custodian, shall make such withdrawals from the
Collateral Account, the Margin Account and/or the Segregated
Security Account as may be specified in a Certificate received in
connection with such expiration, exercise, or consummation.
ARTICLE VI
FUTURES CONTRACTS
1. Whenever the Fund shall enter into a Futures
Contract, the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Futures Contract (or with respect
to any number of identical Futures Contract(s)): (a) the category
of Futures Contract (the name of the underlying stock index or
financial instrument); (b) the number of identical Futures
Contracts entered into; (c) the delivery or settlement date of the
Futures Contract(s); (d) the date the Futures Contract(s) was
(were) entered into and the maturity date; (e) whether the Fund is
buying (going long) or selling (going short) on such Futures
Contract(s); (f) the amount of cash and/or the amount and kind of
Securities, if any, to be deposited in the Segregated Security
Account; (g) the name of the broker, dealer or futures commission
merchant through which the Futures Contract was entered into; and
(h) the amount of fee or commission, if any, to be paid and the
name of the broker, dealer or futures commission merchant to whom
such amount is to be paid. The Custodian shall make the deposits,
if any, to the Margin Account in accordance with the terms and
conditions of the Margin Account Agreement. The Custodian shall
make payment of the fee or commission, if any, specified in the
Certificate and deposit in the Segregated Security Account the
amount of cash and/or the amount and kind of Securities specified
in said Certificate.
2. (a) Any variation margin payment or similar payment
required to be made by the Fund to a broker, dealer or futures
commission merchant with respect to an outstanding Futures
Contract shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
(b) Any variation margin payment or similar payment
from a broker, dealer or futures commission merchant to the Fund
with respect to an outstanding Futures Contract shall be received
and dealt with by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
3. Whenever a Futures Contract held by the Custodian
hereunder is retained by the Fund until delivery or settlement is
made on such Futures Contract, the Fund shall deliver to the
Custodian a Certificate specifying: (a) the Futures Contract; (b)
with respect to a Stock Index Futures Contract, the total cash
settlement amount to be paid or received, and with respect to a
Financial Futures Contract, the Securities and/or amount of cash
to be delivered or received; (c) the broker, dealer or futures
commission merchant to or from which payment or delivery is to be
made or received; and (d) the amount of cash and/or Securities to
be withdrawn from the Segregated Security Account. The Custodian
shall make the payment or delivery specified in the Certificate
and delete such Futures Contract from the statements delivered to
the Fund pursuant to paragraph 3 of Article III herein.
4. Whenever the Fund shall enter into a Futures
Contract to offset a Futures Contract held by the Custodian
hereunder, the Fund shall deliver to the Custodian a Certificate
specifying: (a) the items of information required in a
Certificate described in paragraph 1 of this Article, and (b) the
Futures Contract being offset. The Custodian shall make payment
of the fee or commission, if any, specified in the Certificate and
delete the Futures Contract being offset from the statements
delivered to the Fund pursuant to paragraph 3 of Article III
herein, and make such withdrawals from the Segregated Security
Account as may be specified in such Certificate. The withdrawals,
if any, to be made from the Margin Account shall be made by the
Custodian in accordance with the terms and conditions of the
Margin Account Agreement.
ARTICLE VII
FUTURES CONTRACT OPTIONS
1. Promptly after the purchase of any Futures Contract
Option by the Fund, the Fund shall deliver to the Custodian a
Certificate specifying with respect to such Futures Contract
Option: (a) the type of Futures Contract Option (put or call);
(b) the type of Futures Contract and such other information as may
be necessary to identify the Futures Contract underlying the
Futures Contract Option purchased; (c) the expiration date; (d)
the exercise price; (e) the dates of purchase and settlement; (f)
the amount of premium to be paid by the Fund upon such purchase;
(g) the name of the broker or futures commission merchant through
which such option was purchased; and (h) the name of the broker or
futures commission merchant to whom payment is to be made. The
Custodian shall pay the total amount to be paid upon such purchase
to the broker or futures commission merchant through whom the
purchase was made, provided that the same conforms to the amount
set forth in such Certificate.
2. Promptly after the sale of any Futures Contract
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to each such sale: (a) the type of
Futures Contract Option (put or call); (b) the type of Futures
Contract and such other information as may be necessary to
identify the Futures Contract underlying the Futures Contract
Option; (c) the date of sale; (d) the sale price; (e) the date of
settlement; (f) the total amount payable to the Fund upon such
sale; and (g) the name of the broker or futures commission
merchant through which the sale was made. The Custodian shall
consent to the cancellation of the Futures Contract Option being
closed against payment to the Custodian of the total amount
payable to the Fund, provided the same conforms to the total
amount payable as set forth in such Certificate.
3. Whenever a Futures Contract Option purchased by the
Fund pursuant to paragraph 1 is exercised by the Fund, the Fund
shall promptly deliver to the Custodian a Certificate specifying:
(a) the particular Futures Contract Option (put or call) being
exercised; (b) the type of Futures Contract underlying the Futures
Contract Option; (c) the date of exercise; (d) the name of the
broker or futures commission merchant through which the Futures
Contract Option is exercised; (e) the net total amount, if any,
payable by the Fund; (f) the amount, if any, to be received by the
Fund; and (g) the amount of cash and/or the amount and kind of
Securities to be deposited in the Segregated Security Account.
The Custodian shall make the payments, if any, and the deposits,
if any, into the Segregated Security Account as specified in the
Certificate. The deposits, if any, to be made to the Margin
Account shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
4. Whenever the Fund writes a Futures Contract Option,
the Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Futures Contract Option: (a) the
type of Futures Contract Option (put or call); (b) the type of
Futures Contract and such other information as may be necessary to
identify the Futures Contract underlying the Futures Contract
Option; (c) the expiration date; (d) the exercise price; (e) the
premium to be received by the Fund; (f) the name of the broker or
futures commission merchant through which the premium is to be
received; and (g) the amount of cash and/or the amount and kind of
Securities, if any, to be deposited in the Segregated Security
Account. The Custodian shall, upon receipt of the premium
specified in the Certificate, make the deposits into the
Segregated Security Account, if any, as specified in the
Certificate. The deposits, if any, to be made to the Margin
Account shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
5. Whenever a Futures Contract Option written by the
Fund which is a call is exercised, the Fund shall promptly deliver
to the Custodian a Certificate specifying: (a) the particular
Futures Contract Option exercised; (b) the type of Futures
Contract underlying the Futures Contract Option; (c) the name of
the broker or futures commission merchant through which such
Futures Contract Option was exercised; (d) the net total amount,
if any, payable to the Fund upon such exercise; (e) the net total
amount, if any, payable by the Fund upon such exercise; and (f)
the amount of cash and/or the amount and kind of Securities to be
deposited in the Segregated Security Account. The Custodian
shall, upon its receipt of the net total amount payable to the
Fund, if any, specified in such Certificate make the payments, if
any, and the deposits, if any, into the Segregated Security
Account as specified in the Certificate. The deposits, if any, to
be made to the Margin Account shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account
Agreement.
6. Whenever a Futures Contract Option which is written
by the Fund and which is a Put Option is exercised, the Fund shall
promptly deliver to the Custodian a Certificate specifying: (a)
the particular Futures Contract Option exercised; (b) the type of
Futures Contract underlying such Futures Contract Option; (c) the
name of the broker or futures commission merchant through which
such Futures Contract Option is exercised; (d) the net total
amount, if any, payable to the Fund upon such exercise; (e) the
net total amount, if any, payable by the Fund upon such exercise;
and (f) the amount and kind of Securities and/or cash to be
withdrawn from or deposited in the Segregated Security Account, if
any. The Custodian shall, upon its receipt of the net total
amount payable to the Fund, if any, specified in the Certificate,
make the payments, if any, and the deposits, if any, into the
Segregated Security Account as specified in the Certificate. The
deposits to and/or withdrawals from the Margin Account, if any,
shall be made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
7. Whenever the Fund purchases any Futures Contract
Option identical to a previously written Futures Contract Option
described in this Article in order to liquidate its position as a
writer of such Futures Contract Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to
the Futures Contract Option being purchased: (a) that the
transaction is a closing transaction; (b) the type of Futures
Contract and such other information as may be necessary to
identify the Futures Contract underlying the Futures Contract
Option; (c) the exercise price; (d) the premium to be paid by the
Fund; (e) the expiration date; (f) the name of the broker or
futures commission merchant to which the premium is to be paid;
and (g) the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account. The Custodian shall effect the withdrawals from the
Segregated Security Account specified in the Certificate. The
withdrawals, if any, to be made from the Margin Account shall be
made by the Custodian in accordance with the terms and conditions
of the Margin Account Agreement.
8. Upon the expiration or exercise of, or consummation
of a closing transaction with respect to, any Futures Contract
Option written or purchased by the Fund and described in this
Article, the Custodian shall (a) delete such Futures Contract
Option from the statements delivered to the Fund pursuant to para-
graph 3 of Article III herein, and (b) make such withdrawals from,
and/or, in the case of an exercise, such deposits into, the
Segregated Security Account as may be specified in a Certificate.
The deposits to and/or withdrawals from the Margin Account, if
any, shall be made by the Custodian in accordance with the terms
and conditions of the Margin Account Agreement.
9. Futures Contracts acquired by the Fund through the
exercise of a Futures Contract Option described in this Article
shall be subject to Article VI hereof.
ARTICLE VIII
SHORT SALES
1. Promptly after any short sale, the Fund shall
deliver to the Custodian a Certificate specifying: (a) the name
of the issuer and the title of the Security; (b) the number of
shares or principal amount sold, and accrued interest or
dividends, if any; (c) the dates of the sale and settlement; (d)
the sale price per unit; (e) the total amount credited to the Fund
upon such sales, if any; (f) the amount of cash and/or the amount
and kind of Securities, if any, which are to be deposited in a
Margin Account and the name in which such Margin Account has been
or is to be established; (g) the amount of cash and/or the amount
and kind of Securities, if any, to be deposited in a Segregated
Security Account; and (h) the name of the broker through which
such short sale was made. The Custodian shall upon its receipt of
a statement from such broker confirming such sale and that the
total amount credited to the Fund upon such sale, if any, as
specified in the Certificate is held by such broker for the
account of the Custodian (or any nominee of the Custodian) as
custodian of the Fund, issue a receipt or make the deposits into
the Margin Account and the Segregated Security Account specified
in the Certificate.
2. In connection with the closing-out of any short
sale, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to each such closing-out: (a)
the name of the issuer and the title of the Security; (b) the
number of shares or the principal amount, and accrued interest or
dividends, if any, required to effect such closing-out to be
delivered to the broker; (c) the dates of the closing-out and
settlement; (d) the purchase price per unit; (e) the net total
amount payable to the Fund upon such closing-out; (f) the net
total amount payable to the broker upon such closing-out; (g) the
amount of cash and the amount and kind of Securities to be
withdrawn, if any, from the Margin Account; (h) the amount of cash
and/or the amount and kind of Securities, if any, to be withdrawn
from the Segregated Security Account; and (i) the name of the
broker through which the Fund is effecting such closing-out. The
Custodian shall, upon receipt of the net total amount payable to
the Fund upon such closing-out and the return and/or cancellation
of the receipts, if any, issued by the custodian with respect to
the short sale being closed-out, pay out of the moneys held for
the account of the Fund to the broker the net total amount payable
to the broker, and make the withdrawals from the Margin Account
and the Segregated Security Account, as the same are specified in
the Certificate.
ARTICLE IX
REVERSE REPURCHASE AGREEMENTS
1. Promptly after the Fund enters into a Reverse
Repurchase Agreement with respect to Securities and money held by
the Custodian hereunder, the Fund shall deliver to the Custodian a
Certificate or in the event such Reverse Repurchase Agreement is a
Money Market Security, a Certificate, Oral Instructions or Written
Instructions specifying: (a) the total amount payable to the Fund
in connection with such Reverse Repurchase Agreement; (b) the
broker or dealer through or with which the Reverse Repurchase
Agreement is entered; (c) the amount and kind of Securities to be
delivered by the Fund to such broker or dealer; (d) the date of
such Reverse Repurchase Agreement; and (e) the amount of cash
and/or the amount and kind of Securities, if any, to be deposited
in a Segregated Security Account in connection with such Reverse
Repurchase Agreement. The Custodian shall, upon receipt of the
total amount payable to the Fund specified in the Certificate,
Oral Instructions or Written Instructions make the delivery to the
broker or dealer, and the deposits, if any, to the Segregated
Security Account, specified in such Certificate, Oral Instructions
or Written Instructions.
2. Upon the termination of a Reverse Repurchase
Agreement described in paragraph 1 of this Article, the Fund shall
promptly deliver a Certificate or, in the event such Reverse
Repurchase Agreement is a Money Market Security, a Certificate,
Oral Instructions or Written Instructions to the Custodian
specifying: (a) the Reverse Repurchase Agreement being
terminated; (b) the total amount payable by the Fund in connection
with such termination; (c) the amount and kind of Securities to be
received by the Fund in connection with such termination; (d) the
date of termination; (e) the name of the broker or dealer with or
through which the Reverse Repurchase Agreement is to be
terminated; and (f) the amount of cash and/or the amount and kind
of Securities to be withdrawn from the Segregated Security
Account. The Custodian shall, upon receipt of the amount and kind
of Securities to be received by the Fund specified in the
Certificate, Oral Instructions or Written Instructions, make the
payment to the broker or dealer, and the withdrawals, if any, from
the Segregated Security Account, specified in such Certificate,
Oral Instructions or Written Instructions.
ARTICLE X
CONCERNING MARGIN ACCOUNTS, SEGREGATED SECURITY
ACCOUNTS AND COLLATERAL ACCOUNTS
1. The Custodian shall, from time to time, make such
deposits to, or withdrawals from, a Segregated Security Account as
specified in a Certificate received by the Custodian. Such
Certificate shall specify the amount of cash and/or the amount and
kind of Securities to be deposited in, or withdrawn from, the
Segregated Security Account. In the event that the Fund fails to
specify in a Certificate the name of the issuer, the title and the
number of shares or the principal amount of any particular
Securities to be deposited by the Custodian into, or withdrawn
from, a Segregated Securities Account, the Custodian shall be
under no obligation to make any such deposit or withdrawal and
shall so notify the Fund.
2. The Custodian shall make deliveries or payments from
a Margin Account to the broker, dealer, futures commission
merchant or Clearing Member in whose name, or for whose benefit,
the account was established as specified in the Margin Account
Agreement.
3. Amounts received by the Custodian as payments or
distributions with respect to Securities deposited in any Margin
Account shall be dealt with in accordance with the terms and
conditions of the Margin Account Agreement.
4. The Custodian shall have a continuing lien and
security interest in and to any property at any time held by the
Custodian in any Collateral Account described herein. In
accordance with applicable law, the Custodian may enforce its lien
and realize on any such property whenever the Custodian has made
payment or delivery pursuant to any Put Option guarantee letter or
similar document or any receipt issued hereunder by the Custodian.
In the event the Custodian should realize on any such property net
proceeds which are less than the Custodian's obligations under any
Put Option guarantee letter or similar document or any receipt,
such deficiency shall be a debt owed the Custodian by the Fund
within the scope of Article XIII herein.
5. On each business day, the Custodian shall furnish
the Fund with a statement with respect to each Margin Account in
which money or Securities are held specifying as of the close of
business on the previous business day: (a) the name of the Margin
Account; (b) the amount and kind of Securities held therein; and
(c) the amount of money held therein. The Custodian shall make
available upon request to any broker, dealer or futures commission
merchant specified in the name of a Margin Account a copy of the
statement furnished the Fund with respect to such Margin Account.
6. Promptly after the close of business on each
business day in which cash and/or Securities are maintained in a
Collateral Account, the Custodian shall furnish the Fund with a
Statement with respect to such Collateral Account specifying the
amount of cash and/or the amount and kind of Securities held
therein. No later than the close of business next succeeding the
delivery to the Fund of such statement, the Fund shall furnish to
the Custodian a Certificate or Written Instructions specifying the
then market value of the securities described in such statement.
In the event such then market value is indicated to be less than
the Custodian's obligation with respect to any outstanding Put
Option, guarantee letter or similar document, the Fund shall
promptly specify in a Certificate the additional cash and/or
Securities to be deposited in such Collateral Account to eliminate
such deficiency.
ARTICLE XI
PAYMENT OF DISTRIBUTIONS
1. The Fund shall furnish to the Custodian a copy of
the resolution of the Managing General Partners, certified by the
Secretary or any Assistant Secretary, either (i) setting forth the
date of the declaration of a distribution, the date of payment
thereof, the record date as of which shareholders entitled to
payment shall be determined, the amount payable per share to the
shareholders of record as of that date and the total amount
payable to the Distribution Disbursing Agent of the Fund on the
payment date, or (ii) authorizing the declaration of distributions
on a daily basis and authorizing the Custodian to rely on Oral
Instructions, Written Instructions or a Certificate setting forth
the date of the declaration of such distribution, the date of
payment thereof, the record date as of which shareholders entitled
to payment shall be determined, the amount payable per share to
the shareholders of record as of that date and the total amount
payable to the Distribution Disbursing Agent on the payment date.
2. Upon the payment date specified in such resolution,
Oral Instructions, Written Instructions or Certificate, as the
case may be, the Custodian shall pay out of the moneys held for
the account of the Fund the total amount payable to the
Distribution Disbursing Agent of the Fund.
ARTICLE XII
SALE AND REDEMPTION OF SHARES
1. Whenever the Fund shall sell any of its Shares, it
shall deliver to the Custodian a Certificate duly specifying:
(a) The number of Shares sold, trade date, and price;
and
(b) The amount of money to be received by the Custodian
for the sale of such Shares.
2. Upon receipt of such money from the Transfer Agent,
the Custodian shall credit such money to the account of the Fund.
3. Upon issuance of any of the Fund's Shares in
accordance with the foregoing provisions of this Article, the
Custodian shall pay, out of the money held for the account of the
Fund, all original issue or other taxes required to be paid by the
Fund in connection with such issuance upon the receipt of a
Certificate specifying the amount to be paid.
4. Except as provided hereinafter, whenever the Fund
shall hereafter redeem any of its Shares, it shall furnish to the
Custodian a Certificate specifying:
(a) The number of Shares redeemed; and
(b) The amount to be paid for the Shares redeemed.
5. Upon receipt from the Transfer Agent of an advice
setting forth the number of Shares received by the Transfer Agent
for redemption and that such Shares are valid and in good form for
redemption, the Custodian shall make payment to the Transfer Agent
out of the moneys held for the account of the Fund of the total
amount specified in the Certificate issued pursuant to the
foregoing paragraph 4 of this Article.
6. Notwithstanding the above provisions regarding the
redemption of any of the Fund's Shares, whenever its Shares are
redeemed pursuant to any check redemption privilege which may from
time to time be offered by the Fund, the Custodian, unless
otherwise instructed by a Certificate, shall, upon receipt of an
advice from the Fund or its agent setting forth that the
redemption is in good form for redemption in accordance with the
check redemption procedure, honor the check presented as part of
such check redemption privilege out of the money held in the
account of the Fund for such purposes. ARTICLE XIII
OVERDRAFTS OR INDEBTEDNESS
1. If the Custodian should in its sole discretion
advance funds on behalf of the Fund which results in an overdraft
because the moneys held by the Custodian for the account of the
Fund shall be insufficient to pay the total amount payable upon a
purchase of Securities as set forth in a Certificate or Oral
Instructions issued pursuant to Article IV, or which results in an
overdraft for some other reason, or if the Fund is for any other
reason indebted to the Custodian (except a borrowing for
investment or for temporary or emergency purposes using Securities
as collateral pursuant to a separate agreement and subject to the
provisions of paragraph 2 of this Article XIII), such overdraft or
indebtedness shall be deemed to be a loan made by the Custodian to
the Fund payable on demand and shall bear interest from the date
incurred at a rate per annum (based on a 360-day year for the
actual number of days involved) equal to the Federal Funds Rate
plus l/2%, such rate to be adjusted on the effective date of any
change in such Federal Funds Rate but in no event to be less than
6% per annum, except that any overdraft resulting from an error by
the Custodian shall bear no interest. Any such overdraft or
indebtedness shall be reduced by an amount equal to the total of
all amounts due the Fund which have not been collected by the
Custodian on behalf of the Fund when due because of the failure of
the Custodian to make timely demand or presentment for payment.
In addition, the Fund hereby agrees that the Custodian shall have
a continuing lien and security interest in and to any property at
any time held by it for the benefit of the Fund or in which the
Fund may have an interest which is then in the Custodian's
possession or control or in possession or control of any third
party acting in the Custodian's behalf. The Fund authorizes the
Custodian, in its sole discretion, at any time to charge any such
overdraft or indebtedness together with interest due thereon
against any balance of account standing to the Fund's credit on
the Custodian's books. For purposes of this Section 1 of
Article XIII, "overdraft" shall mean a negative Available Balance.
2. The Fund will cause to be delivered to the Custodian
by any bank (including, if the borrowing is pursuant to a separate
agreement, the Custodian) from which it borrows money for
investment or for temporary or emergency purposes using Securities
as collateral for such borrowings, a notice or undertaking in the
form currently employed by any such bank setting forth the amount
which such bank will loan to the Fund against delivery of a stated
amount of collateral. The Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to each such
borrowing: (a) the name of the bank; (b) the amount and terms of
the borrowing, which may be set forth by incorporating by
reference an attached promissory note, duly endorsed by the Fund,
or other loan agreement; (c) the time and date, if known, on which
the loan is to be entered into; (d) the date on which the loan
becomes due and payable; (e) the total amount payable to the Fund
on the borrowing date; (f) the market value of Securities to be
delivered as collateral for such loan, including the name of the
issuer, the title and the number of shares or the principal amount
of any particular Securities; and (g) a statement specifying
whether such loan is for investment purposes or for temporary or
emergency purposes and that such loan is in conformance with the
Investment Company Act of 1940 and the Fund's prospectus. The
Custodian shall deliver on the borrowing date specified in a
Certificate the specified collateral and the executed promissory
note, if any, against delivery by the lending bank of the total
amount of the loan payable, provided that the same conforms to the
total amount payable as set forth in the Certificate. The
Custodian may, at the option of the lending bank, keep such
collateral in its possession, but such collateral shall be subject
to all rights therein given the lending bank by virtue of any
promissory note or loan agreement. The Custodian shall deliver
such Securities as additional collateral as may be specified in a
Certificate to collateralize further any transaction described in
this paragraph. The Fund shall cause all Securities released from
collateral status to be returned directly to the Custodian, and
the Custodian shall receive from time to time such return of
collateral as may be tendered to it. In the event that the Fund
fails to specify in a Certificate the name of the issuer, the
title and number of shares or the principal amount of any
particular Securities to be delivered as collateral by the
Custodian, the Custodian shall not be under any obligation to
deliver any Securities.
ARTICLE XIV
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. If the Fund is permitted by the terms of its
Agreement of Limited Partnership and as disclosed in its most
recent and currently effective prospectus to lend its portfolio
Securities, within 24 hours after each loan of portfolio
Securities the Fund shall deliver or cause to be delivered to the
Custodian a Certificate specifying with respect to each such loan:
(a) the name of the issuer and the title of the Securities;
(b) the number of shares or the principal amount loaned; (c) the
date of loan and delivery; (d) the total amount to be delivered to
the Custodian against the loan of the Securities, including the
amount of cash collateral and the premium, if any, separately
identified; and (e) the name of the broker, dealer or financial
institution to which the loan was made. The Custodian shall
deliver the Securities thus designated to the broker, dealer or
financial institution to which the loan was made upon receipt of
the total amount designated as to be delivered against the loan of
Securities. The Custodian may accept payment in connection with a
delivery otherwise than through the Book-Entry System or
Depository only in the form of a certified or bank cashier's check
payable to the order of the Fund or the Custodian drawn on New
York Clearing House funds and may deliver Securities in accordance
with the customs prevailing among dealers in securities.
2. Promptly after each termination of the loan of
Securities by the Fund, the Fund shall deliver or cause to be
delivered to the Custodian a Certificate specifying with respect
to each such loan termination and return of Securities: (a) the
name of the issuer and the title of the Securities to be returned;
(b) the number of shares or the principal amount to be returned;
(c) the date of termination; (d) the total amount to be delivered
by the Custodian (including the cash collateral for such
Securities minus any offsetting credits as described in said
Certificate); and (e) the name of the broker, dealer or financial
institution from which the Securities will be returned. The
Custodian shall receive all Securities returned from the broker,
dealer, or financial institution to which such Securities were
loaned and upon receipt thereof shall pay, out of the moneys held
for the account of the Fund, the total amount payable upon such
return of Securities as set forth in the Certificate.
ARTICLE XV
CONCERNING THE CUSTODIAN
1. Except as hereinafter provided, neither the
Custodian nor its nominee shall be liable for any loss or damage,
including counsel fees, resulting from its action or omission to
act or otherwise, either hereunder or under any Margin Account
Agreement, except for any such loss or damage arising out of its
own negligence or willful misconduct. The Custodian may, with
respect to questions of law arising hereunder or under any Margin
Account Agreement, apply for and obtain the advice and opinion of
counsel to the Fund or of its own counsel, at the expense of the
Fund, and shall be fully protected with respect to anything done
or omitted by it in good faith in conformity with such advice or
opinion. The Custodian shall be liable to the Fund for any loss
or damage resulting from the use of the Book-Entry System or any
Depository arising by reason of any negligence, misfeasance or
willful misconduct on the part of the Custodian or any of its
employees or agents.
2. Without limiting the generality of the foregoing,
the Custodian shall be under no obligation to inquire into, and
shall not be liable for:
(a) The validity of the issue of any Securities
purchased, sold or written by or for the Fund, the legality of the
purchase, sale or writing thereof, or the propriety of the amount
paid or received therefor;
(b) The legality of the issue or sale of any of the
Fund's Shares, or the sufficiency of the amount to be received
therefor;
(c) The legality of the redemption of any of the Fund's
Shares, or the propriety of the amount to be paid therefor;
(d) The legality of the declaration or payment of any
distribution by the Fund;
(e) The legality of any borrowing by the Fund using
Securities as collateral;
(f) The legality of any loan of portfolio Securities
pursuant to Article XIV of this Agreement, nor shall the Custodian
be under any duty or obligation to see to it that any cash
collateral delivered to it by a broker, dealer or financial
institution or held by it at any time as a result of such loan of
portfolio Securities of the Fund is adequate collateral for the
Fund against any loss it might sustain as a result of such loan.
The Custodian specifically, but not by way of limitation, shall
not be under any duty or obligation periodically to check or
notify the Fund that the amount of such cash collateral held by it
for the Fund is sufficient collateral for the Fund, but such duty
or obligation shall be the sole responsibility of the Fund. In
addition, the Custodian shall be under no duty or obligation to
see that any broker, dealer or financial institution to which
portfolio Securities of the Fund are lent pursuant to Article XIV
of this Agreement makes payment to it of any dividends or interest
which are payable to or for the account of the Fund during the
period of such loan or at the termination of such loan, provided,
however, that the Custodian shall promptly notify the Fund in the
event that such dividends or interest are not paid and received
when due; or
(g) The sufficiency or value of any amounts of money
and/or Securities held in any Margin Account, Segregated Security
Account or Collateral Account in connection with transactions by
the Fund. In addition, the Custodian shall be under no duty or
obligation to see that any broker, dealer, futures commission
merchant or Clearing Member makes payment to the Fund of any
variation margin payment or similar payment which the Fund may be
entitled to receive from such broker, dealer, futures commission
merchant or Clearing Member, to see that any payment received by
the Custodian from any broker, dealer, futures commission merchant
or Clearing Member is the amount the Fund is entitled to receive,
or to notify the Fund of the Custodian's receipt or non-receipt of
any such payment; provided however that the Custodian, upon the
Fund's written request, shall, as Custodian, demand from any
broker, dealer, futures commission merchant or Clearing Member
identified by the Fund the payment of any variation margin payment
or similar payment that the Fund asserts it is entitled to receive
pursuant to the terms of a Margin Account Agreement or otherwise
from such broker, dealer, futures commission merchant or Clearing
Member.
3. The Custodian shall not be liable for, or considered
to be the Custodian of, any money, whether or not represented by
any check, draft or other instrument for the payment of money,
received by it on behalf of the Fund until the Custodian actually
receives and collects such money directly or by the final
crediting of the account representing the Fund's interest at the
Book-Entry System or the Depository.
4. The Custodian shall have no responsibility and shall
not be liable for ascertaining or acting upon any calls,
conversions, exchange, offers, tenders, interest rate changes or
similar matters relating to Securities held in the Depository,
unless the Custodian shall have actually received timely notice
from the Depository. In no event shall the Custodian have any
responsibility or liability for the failure of the Depository to
collect, or for the late collection or late crediting by the
Depository of any amount payable upon Securities deposited in the
Depository which may mature or be redeemed, retired, called or
otherwise become payable. However, upon receipt of a Certificate
from the Fund of an overdue amount on Securities held in the
Depository, the Custodian shall make a claim against the
Depository on behalf of the Fund, except that the Custodian shall
not be under any obligation to appear in, prosecute or defend any
action, suit or proceeding in respect to any Securities held by
the Depository which in its opinion may involve it in expense or
liability, unless indemnity satisfactory to it against all expense
and liability be furnished as often as may be required.
5. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount due
to the Fund from the Transfer Agent of the Fund nor to take any
action to effect payment or distribution by the Transfer Agent of
the Fund of any amount paid by the Custodian to the Transfer Agent
of the Fund in accordance with this Agreement.
6. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount, if
the Securities upon which such amount is payable are in default,
or if payment is refused after due demand or presentation, unless
and until (i) it shall be directed to take such action by a
Certificate and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any
such action.
7. The Custodian may appoint one or more banking
institutions as Depository or Depositories or as Sub-Custodian or
Sub-Custodians, including, but not limited to, banking
institutions located in foreign countries, of Securities and
moneys at any time owned by the Fund, upon terms and conditions
approved in a Certificate, which shall, if requested by the
Custodian, be accompanied by an approving resolution of the Fund's
Managing General Partners adopted in accordance with Rule 17f-5
under the Investment Company Act of 1940, as amended.
8. The Custodian shall not be under any duty or
obligation to ascertain whether any Securities at any time
delivered to or held by it for the account of the Fund are such as
properly may be held by the Fund under the provisions of its
Agreement of Limited Partnership.
9. (a) The Custodian shall be entitled to receive and
the Fund agrees to pay to the Custodian all reasonable out-of-
pocket expenses and such compensation and fees as are specified on
Schedule A hereto. The Custodian shall not deem amounts payable
in respect of foreign custodial services to be out-of-pocket
expenses, it being the parties' intention that all fees for such
services shall be as set forth on Schedule B hereto and shall be
provided for the term of this Agreement without any automatic or
unilateral increase. The Custodian shall have the right to
unilaterally increase the figures on Schedule A on or after
March 1, 1991 and on or after each succeeding March 1 thereafter
by an amount equal to 50% of the increase in the Consumer Price
Index for the calendar year ending on the December 31 immediately
preceding the calendar year in which such March 1 occurs,
provided, however, that during each such annual period commencing
on a March 1, the aggregate increase during such period shall not
be in excess of 10%. Any increase by the Custodian shall be
specified in a written notice delivered to the Fund at least
thirty days prior to the effective date of the increase. The
Custodian may charge such compensation and any expenses incurred
by the Custodian in the performance of its duties pursuant to such
agreement against any money held by it for the account of the
Fund. The Custodian shall also be entitled to charge against any
money held by it for the account of the Fund the amount of any
loss, damage, liability or expense, including counsel fees, for
which it shall be entitled to reimbursement under the provisions
of this Agreement. The expenses which the Custodian may charge
against the account of the Fund include, but are not limited to,
the expenses of Sub-Custodians and foreign branches of the
Custodian incurred in settling outside of New York City
transactions involving the purchase and sale of Securities of the
Fund.
(b) The Fund shall receive a credit for each
calendar month against such compensation and fees of the Custodian
as may be payable by the Fund with respect to such calendar month
in an amount equal to the aggregate of its Earnings Credit for
such calendar month. In no event may any Earnings Credits be
carried forward to any fiscal year other than the fiscal year in
which it was earned, or, unless permitted by applicable law,
transferred to, or utilized by, any other person or entity,
provided that any such transferred Earnings Credit can be used
only to offset compensation and fees of the Custodian for services
rendered to such transferee and cannot be used to pay the
Custodian's out-of-pocket expenses. For purposes of this sub-
section (b), the Fund is permitted to transfer Earnings Credits
only to The Dreyfus Corporation, its affiliates and/or any
investment company now or in the future sponsored by The Dreyfus
Corporation or any of its affiliates or for which The Dreyfus
Corporation or any of its affiliates acts as the sole investment
adviser or as the principal distributor, and Daiwa Money Fund Inc.
For purposes of this sub-section (b), a fiscal year shall mean the
twelve-month period commencing on the effective date of this
Agreement and on each anniversary thereof.
10. The Custodian shall be entitled to rely upon any
Certificate, notice or other instrument in writing received by the
Custodian and reasonably believed by the Custodian to be a
Certificate. The Custodian shall be entitled to rely upon any
Oral Instructions and any Written Instructions actually received
by the Custodian pursuant to Article IV or XI hereof. The Fund
agrees to forward to the Custodian a Certificate or facsimile
thereof, confirming such Oral Instructions or Written Instructions
in such manner so that such Certificate or facsimile thereof is
received by the Custodian, whether by hand delivery, telex or
otherwise, by the close of business of the same day that such Oral
Instructions or Written Instructions are given to the Custodian.
The Fund agrees that the fact that such confirming instructions
are not received by the Custodian shall in no way affect the
validity of the transactions or enforceability of the transactions
hereby authorized by the Fund. The Fund agrees that the Custodian
shall incur no liability to the Fund in acting upon Oral
Instructions given to the Custodian hereunder concerning such
transactions, provided such instructions reasonably appear to have
been received from an Authorized Person.
11. The Custodian shall be entitled to rely upon any
instrument, instruction or notice received by the Custodian and
reasonably believed by the Custodian to be given in accordance
with the terms and conditions of any Margin Account Agreement.
Without limiting the generality of the foregoing, the Custodian
shall be under no duty to inquire into, and shall not be liable
for, the accuracy of any statements or representations contained
in any such instrument or other notice including, without
limitation, any specification of any amount to be paid to a
broker, dealer, futures commission merchant or Clearing Member.
12. The books and records pertaining to the Fund which
are in the possession of the Custodian shall be the property of
the Fund. Such books and records shall be prepared and maintained
as required by the Investment Company Act of 1940, as amended, and
other applicable securities laws and rules and regulations. The
Fund, or the Fund's authorized representatives, shall have access
to such books and records during the Custodian's normal business
hours. Upon the reasonable request of the Fund, copies of any
such books and records shall be provided by the Custodian to the
Fund or the Fund's authorized representative at the Fund's
expense.
13. The Custodian shall provide the Fund with any
report obtained by the Custodian on the system of internal
accounting control of the Book-Entry System or the Depository, or
O.C.C., and with such reports on its own systems of internal
accounting control as the Fund may reasonably request from time to
time.
14. The Fund agrees to indemnify the Custodian against
and save the Custodian harmless from all liability, claims, losses
and demands whatsoever, including attorney's fees, howsoever
arising or incurred because of or in connection with the
Custodian's payment or non-payment of checks pursuant to paragraph
6 of Article XII as part of any check redemption privilege program
of the Fund, except for any such liability, claim, loss and demand
arising out of the Custodian's own negligence or willful
misconduct.
15. Subject to the foregoing provisions of this
Agreement, the Custodian may deliver and receive Securities, and
receipts with respect to such Securities, and arrange for payments
to be made and received by the Custodian in accordance with the
customs prevailing from time to time among brokers or dealers in
such Securities.
16. The Custodian shall have no duties or responsi-
bilities whatsoever except such duties and responsibilities as are
specifically set forth in this Agreement, and no covenant or
obligation shall be implied in this Agreement against the
Custodian.
ARTICLE XVI
TERMINATION
1. (a) Except as provided in subparagraphs (b), (c)
and (d) herein, neither party may terminate this Agreement until
the earlier of the following: (i) August 31, 1993, and (ii) the
third anniversary of the earliest date on which none of the
companies listed on Schedule C hereto is a transfer agency
customer of the Custodian. Any such termination may be effected
only by the terminating party giving to the other party a notice
in writing specifying the date of such termination, which shall be
not less than two hundred seventy (270) days after the date of
giving of such notice.
(b) The Fund may at any time terminate this
Agreement if the Custodian has materially breached its obligations
under this Agreement and such breach has remained uncured for a
period of thirty days after the Custodian's receipt from the Fund
of written notice specifying such breach.
(c) Either party, immediately upon written notice
to the other party, may terminate this Agreement upon the Merger
or Bankruptcy of the other party.
(d) The Fund may at any time terminate this
Agreement if the Custodian has materially breached its obligations
under the "Amendment to Transfer Agency Agreements" dated August
18, 1989 and has not cured such breach as promptly as practicable
and in any event within seven days of its receipt of written
notice of such breach, provided that the Custodian shall not be
permitted to cure any such material breach arising from the
willful misconduct of the Custodian.
In the event notice of termination is given by the Fund,
it shall be accompanied by a copy of a resolution of the Fund's
Managing General Partners, certified by the Secretary or any
Assistant Secretary, electing to terminate this Agreement and
designating a successor custodian or custodians, each of which
shall be a bank or trust company having not less than $2,000,000
aggregate capital, surplus and undivided profits. In the event
notice of termination is given by the Custodian, the Fund shall,
on or before the termination date, deliver to the Custodian a copy
of a resolution of its Managing General Partners, certified by the
Secretary or any Assistant Secretary, designating a successor
custodian or custodians. In the absence of such designation by
the Fund, the Custodian may designate a successor custodian which
shall be a bank or trust company having not less than $2,000,000
aggregate capital, surplus and undivided profits. Upon the date
set forth in such notice, this Agreement shall terminate and the
Custodian shall, upon receipt of a notice of acceptance by the
successor custodian, on that date deliver directly to the
successor custodian all Securities and moneys then owned by the
Fund and held by it as Custodian, after deducting all fees,
expenses and other amounts for the payment or reimbursement of
which it shall then be entitled.
2. If a successor custodian is not designated by the
Fund or the Custodian in accordance with the preceding paragraph,
the Fund shall, upon the date specified in the notice of
termination of this Agreement and upon the delivery by the
Custodian of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and
moneys then owned by the Fund, be deemed to be its own custodian,
and the Custodian shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement, other than the duty
with respect to Securities held in the Book-Entry System, in any
Depository or by a Clearing Member which cannot be delivered to
the Fund, to hold such Securities hereunder in accordance with
this Agreement. ARTICLE XVII
MISCELLANEOUS
1. Annexed hereto as Appendix A is a Certificate
setting forth the names of the present Authorized Persons. The
Fund agrees to furnish to the Custodian a new Certificate in
similar form in the event that any such present Authorized Person
ceases to be an Authorized Person or in the event that other or
additional Authorized Persons are elected or appointed. Until
such new Certificate shall be received, the Custodian shall be
fully protected in acting under the provisions of this Agreement
upon Oral Instructions or signatures of the present Authorized
Persons as set forth in the last delivered Certificate.
2. Annexed hereto as Appendix B is a Certificate signed
by two of the present Officers of the Fund, setting forth the
names of the present Officers of the Fund. The Fund agrees to
furnish to the Custodian a new Certificate in similar form in the
event any such present Officer ceases to be an Officer of the
Fund, or in the event that other or additional Officers are
elected or appointed. Until such new Certificate shall be
received, the Custodian shall be fully protected in acting under
the provisions of this Agreement upon the signatures of the
Officers as set forth in the last delivered Certificate.
3. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Custodian, shall be sufficiently given if addressed to the
Custodian and mailed or delivered to it at its offices at 90
Washington Street, New York, New York 10015, or at such other
place as the Custodian may from time to time designate in writing.
4. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the Fund,
shall be sufficiently given if addressed to the Fund and mailed or
delivered to it at its office at 666 Old Country Road, Garden
City, New York 11530, or at such other place as the Fund may from
time to time designate in writing.
5. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties with
the same formality as this Agreement and approved by a resolution
of the Fund's Managing General Partners.
6. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and
assigns; provided, however, that this Agreement shall not be
assignable by the Fund without the written consent of the
Custodian, or by the Custodian without the written consent of the
Fund, authorized or approved by a resolution of its Managing
General Partners.
7. This Agreement shall be construed in accordance with
the laws of the State of New York.
8. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but
such counterparts shall, together, constitute only one instrument.
9. This Agreement has been executed on behalf of the
Fund by the undersigned Officer of the Fund in his capacity as an
Officer of the Fund. The obligations of this Agreement shall only
be binding upon the assets and property of the Fund and shall not
be binding upon any General Partner, Officer or investor of the
Fund individually.
10. This Agreement shall not be effective on the date
hereof and instead shall become effective on January 18, 1990.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective Officers, thereunto
duly authorized, as of the day and year first above written.
DREYFUS STRATEGIC WORLD
INVESTING, L.P.
By:
Attest:
THE BANK OF NEW YORK
By:
Attest:
Appendix A
DREYFUS STRATEGIC WORLD INVESTING. L.P.
AUTHORIZED SIGNATORIES:
CASH ACCOUNT AND/OR CUSTODIAN
ACCOUNT FOR PORTFOLIO SECURITIES
TRANSACTIONS
Group I Group II
All current Fund officers, Paul Casti, Jr. Alan Eisner
John Bale, Frank Greene, Jeffrey Nachman Lawrence Greene
Stephen Hart and Frank John Pyburn Julian Smerling
Brensic Joseph DiMartino Thomas Durante
Robert Dubuss James Windels
Joseph Connolly Paul Molloy
Gregory Gruber
Cash Account
1. Fees payable to The Bank of New York pursuant to written
agreement with the Fund for services rendered in its
capacity as Custodian or agent of the Fund, or to The
Shareholder Services Group, Inc. in its capacity as
Transfer Agent or agent of the Fund:
Two (2) signatures required, one of which must
be from Group II, except that an officer of
the Fund who also is listed in Group II shall
sign only once.
2. Other expenses of the Fund, $5,000 and under:
Any combination of two (2) signatures from
either Group I or Group II, or both such
Groups, except that an officer of the Fund who
also is listed in Group II shall sign only
once.
3. Other expenses of the Fund, over $5,000 but not over
$25,000:
Two (2) signatures required, one of which must
be from Group II, except that an officer of
the Fund who also is listed in Group II shall
sign only once.
4. Other expenses of the Fund, over $25,000:
Two (2) signatures required, one from Group I
or Group II, including any one of the
following: Paul Casti, Jr., James Windels,
Jeffrey Nachman, John Pyburn or Alan Eisner,
except that no individual shall be authorized
to sign more than once.
Custodian Account for Portfolio Securities Transactions
Two (2) signatures required from any of the following:
All current Fund officers, and Joseph
DiMartino, Robert Dubuss, Alan Eisner,
Lawrence Greene, Julian Smerling, Paul Casti,
Jr., Thomas Durante, Stephen Hart, Frank
Brensic, Mike Fiore, Robert Liberto, Nancy
Jones and Steven Weiss.
DREYFUS STRATEGIC WORLD INVESTING, L.P.
CUSTODY AGREEMENT
APPENDIX B
The undersigned Officers of the Fund do hereby
certify that the following individuals, whose specimen signatures
are on file with The Bank of New York, have been duly elected or
appointed by the Fund's Managing General Partners to the position
set forth opposite their names and have qualified therefor:
Name Position
Daniel C. Maclean President and Secretary
John J. Pyburn Treasurer
Robert I. Frenkel Assistant Secretary
Christine Pavalos Assistant Secretary
Jeffrey N. Nachman Controller
Fiona Biggs Investment Officer
Walter E. Burlock, Jr. Investment Officer
Ina G. Goodman Investment Officer
Barbara L. Kenworthy Investment Officer
Stephen Warm Investment Officer
Wolodymyr Wronskyj Investment officer
__________________________ ____________________________
Title: Title:
CUSTODY AGREEMENT
APPENDIX C
The following are designated publications for
purposes of paragraph 5(b) of Article III:
The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
New York Times
Standard & Poor's Called Bond Record
Wall Street Journal Schedule A
The fees payable to the Custodian with respect to
securities held in domestic custody are annexed hereto.
Schedule B
The fees payable to the Custodian with respect to
securities held in foreign custody are as set forth in a letter
dated January 4, 1990 from Masao Yamaguchi of The Bank of New York
to Mr. Jeffrey Nachman, Vice President of The Dreyfus Corporation,
a copy of which is annexed hereto.
The above foreign custody fees apply to the
following Global Custody Network countries:
1. Australia 12. Japan
2. Austria 13. Luxembourg
3. Belgium 14. Malaysia
4. Canada 15. Netherlands
5. Denmark 16. New Zealand
6. Finland 17. Norway
7. France 18. Singapore
8. Germany 19. Spain
9. Hong Kong 20. Sweden
10. Ireland 21. Switzerland
11. Italy 22. United Kingdom
THE BANK OF NEW YORK
21 West Street
New York, NY 10286
January 4, 1990
Mr. Jeffrey Nachman
Vice President
The Dreyfus Corporation
200 Park Avenue
New York, NY 10166
Re: Global Custodian Fees
Dear Jeff:
This letter is to confirm our discussion regarding our
Global Custody fee schedule. The fees will be calculated on a
relationship basis with no annual minimum.
Safekeeping/Income Collection/Capital Changes/Tax
Reclamation/Daily Reporting/Monthly Summary
16 basis points per annum on the market value of
securities held for all of your funds in our
sub-custodian network, up to $250 MM.
15 basis points on the next $250 MM.
14 basis points on the next $250 MM.
12 basis points on the excess.
Securities Settlements
$35 per transaction - includes our processing and
the sub-custodians.
Out-of-Pocket Expense
Telex, swift, telephone, securities registration,
etc., are in addition to the above.
We can provide centralized foreign exchange
services.
Mr. Jeffrey Nachman January 4, 1990
Vice President Page 2
The above fee schedule is applicable to the 22 countries
listed on Attachment I. Please note that expansion into other
more emerging markets/countries is possible, but would be covered
under a separate agreement.
If you are in agreement with this fee schedule, please
sign and return the enclosed copy of this letter.
Sincerely,
Masao Yamaguchi
Approved by: ____________________ Date: _____________
Jeffrey Nachman
Vice President
MY:to
cc: The Bank of New York
F. Ricciardi
Stroock & Stroock
D. Stephens
Dreyfus
S. Newman THE BANK OF NEW YORK
GLOBAL NETWORK PROGRAM
Supported by Citibank, N.A.
Attachment I
1. Australia 12. Japan
2. Austria 13. Luxembourg
3. Belgium 14. Malaysia
4. Canada 15. Netherlands
5. Denmark 16. New Zealand
6. Finland 17. Norway
7. France 18. Singapore
8. Germany 19. Spain
9. Hong Kong 20. Sweden
10. Ireland 21. Switzerland
11. Italy 22. United Kingdom
Schedule C
Daiwa Money Fund Inc.
Dreyfus A Bonds Plus, Inc.
Dreyfus California Tax Exempt Bond Fund, Inc.
Dreyfus California Tax Exempt Money Market Fund
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
The Dreyfus Convertible Securities Fund, Inc.
The Dreyfus Fund Incorporated
Dreyfus Dollar International Fund, Inc.
Dreyfus GNMA Fund, Inc.
Dreyfus Government Cash Management
Dreyfus Government Cash Management Plus, Inc.
Dreyfus Growth Opportunity Fund, Inc.
Dreyfus Index Fund
Dreyfus Institutional Money Market Fund
Dreyfus Insured Tax Exempt Bond Fund, Inc.
The Dreyfus Intercontinental Investment Fund N.V.
Dreyfus Intermediate Tax Exempt Bond Fund, Inc.
Dreyfus Life and Annuity Index Fund, Inc.
Dreyfus Liquid Assets, Inc.
Dreyfus Massachusetts Tax Exempt Bond Fund
Dreyfus Money Market Instruments, Inc.
Dreyfus New Jersey Tax Exempt Bond Fund, Inc.
Dreyfus New Jersey Tax Exempt Money Market Fund, Inc.
Dreyfus New Leaders Fund, Inc.
Dreyfus New York Insured Tax Exempt Bond Fund
Dreyfus New York Tax Exempt Bond Fund, Inc.
Dreyfus New York Tax Exempt Intermediate Bond Fund
Dreyfus New York Tax Exempt Money Market Fund
Dreyfus Short-Intermediate Government Fund
Dreyfus Short-Intermediate Tax Exempt Bond Fund
Dreyfus Tax Exempt Bond Fund, Inc.
Dreyfus Tax Exempt Cash Management
Dreyfus Tax Exempt Money Market Fund, Inc.
The Dreyfus Third Century Fund, Inc.
Dreyfus Treasury Cash Management
Dreyfus Treasury Prime Cash Management
Dreyfus Worldwide Dollar Money Market Fund, Inc.
First Prairie Diversified Asset Fund
First Prairie Money Market Fund
First Prairie Tax Exempt Bond Fund, Inc.
First Prairie Tax Exempt Money Market Fund
FN Network Tax Free Money Market Fund, Inc.
General Aggressive Growth Fund, Inc.
General California Municipal Bond Fund, Inc.
General California Tax Exempt Money Market Fund
General Government Securities Money Market Fund, Inc.
General Money Market Fund, Inc. General New York Municipal Bond Fund, Inc.
(formerly, General New York Tax Exempt Intermediate Bond Fund, Inc.)
General New York Tax Exempt Money Market Fund
General Tax Exempt Bond Fund, Inc.
General Tax Exempt Money Market Fund, Inc.
The Westwood Fund
SUB-CUSTODIAN AGREEMENT, made this 18th day of May, 1988
between THE BANK OF NEW YORK, a corporation organized and existing
under the laws of the State of New York and authorized to do a
banking business, having its principal office and place of
business at 48 Wall Street, New York, New York (hereinafter called
the "Custodian"), and CITIBANK, N.A. a national bank organized and
existing under the laws of the United States, having its principal
office and place of business at 399 Park Avenue, New York, New
York (the "Sub-Custodian").
WHEREAS, the Custodian has been appointed and acts as
custodian for securities and cash balances of certain investment
companies registered under the Investment Company Act of 1940, as
amended (the "1940 Act") and certain other customers of the
Custodian (each a "Customer"); and
WHEREAS, certain Customers wish to maintain the custody
of certain of their securities and moneys in places outside of the
United States for the convenience of purchasing and selling such
securities; and
WHEREAS, the Custodian wishes to appoint the
Sub-Custodian as its subcustodian to hold in certain Selected
Foreign Sub-Custodians (as such term is hereinafter defined)
certain of the securities of various Customers and the Sub-
Custodian agrees to act as such sub-custodian:
NOW, THEREFORE, the Custodian and Sub-Custodian, on
behalf of themselves and their respective successors and assigns,
hereby agree as follows:
ARTICLE I
APPOINTMENT OF SUB-CUSTODIAN
1. The Custodian hereby constitutes and appoints the
Sub-Custodian as subcustodian of such securities and moneys which
may be delivered to it by the Custodian from time to time.
2. The Sub-Custodian hereby accepts appointment as such
subcustodian and agrees to perform the duties thereof as
hereinafter set forth.
ARTICLE II
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the
following meanings:
1. "Account" shall mean with respect to any
particular Customer a separate account on the books of the
Sub-Custodian in the name of the Custodian as custodian for such
Customer wherein shall be identified the securities and moneys
owned by the Customer.
2. The term "Authorized Person" shall mean any officer
of the Custodian and any other person, whether or not any such
person is an officer or employee of the Custodian, duly authorized
by the Custodian to give oral instructions and/or written
instructions on behalf of the Custodian, such persons to be
designated in a certificate which contains a specimen signature of
such person.
3. "Branch" shall mean each foreign branch office of
the Sub-Custodial listed on Schedule I hereto, as such Schedule
may be amended from time to time by execution of an updated
Schedule I, each of which is a "bank" as defined in 2(a)(5) of
the 1940 Act.
4. The term "certificate" shall mean any notice,
instruction or other instrument in writing, authorized or required
by this Agreement to be given to the Sub-Custodian and signed on
behalf of the Custodian by an Authorized Person.
5. "Eligible Foreign Custodian" shall mean an
"Eligible Foreign Custodian" either as defined in Rule 17f-5 under
the 1940 Act, or as granted by an exemption pursuant to Section
6(c) under the 1940 Act, as listed on Schedule II hereto as such
Schedule may be amended from time to time by execution of an
updated Schedule II.
6. "Selected Foreign Sub-Custodian" shall mean with
respect to any particular Customer any Eligible Foreign Custodian
and/or any Branch named in a certificate as having been selected
by the Customer specified in such certificate.
7. The term "written instructions" shall mean written
communications from an Authorized Person by telex, telecopier, or
any other such system whereby the receiver of such communications
is able to verify by codes or otherwise with a reasonable degree
of certainty the identity of the sender of such communication.
Written instructions shall include oral instructions from any
Authorized Person, provided such oral instructions are confirmed
in a writing delivered to the Sub-Custodian the same day.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. The Custodian will from time to time deliver or
cause to be delivered certain of the securities and monies owned
by any particular Customer to the Selected Foreign Sub-Custodians
of such Customer.
2. The Custodian hereby authorizes the Sub-Custodian
and each Selected Foreign Sub-Custodian with respect to a
particular Customer on a continuous and ongoing basis, until
instructed to the contrary by a certificate, to deposit in a
securities depository which is a Selected Foreign Sub-Custodian
with respect to such Customer all securities of such Customer
eligible for deposit therein and to utilize such securities
depository to the extent possible in connection with settlements
of purchases and sales of securities and other deliveries and
returns of securities. Where securities are so deposited in a
securities depository, the Selected Foreign Sub-Custodian shall
identify as belonging to the Sub-Custodian as agent for the
appropriate Customer a quantity of securities in a fungible bulk
of securities shown on such Selected Foreign Sub-Custodian's
account on the books of such securities depository. Securities
and moneys deposited in a securities depository will be
represented in accounts which include only assets held by the
Selected Foreign Sub-Custodian for customers, including but not
limited to, accounts in which such Selected Foreign Sub-Custodian
acts in a fiduciary or agency capacity. The Selected Foreign
Sub-Custodian shall hold securities of any particular Customer
which are not held in a securities depository physically
segregated at all times from those of any other Customer, account
or person.
3. The Sub-Custodian, directly or through a Selected
Foreign Sub-Custodian, shall disburse moneys credited to an
Account only:
(a) Pursuant to certificates or written
instructions in payment for securities purchased, as provided in
Article IV hereof; or
(b) Pursuant to certificates or written
instructions setting forth the name and address of the person to
whom payment is to be made, the amount to be paid, and the purpose
for which payment is to be made.
4. All securities identified in an Account which are
issued or issuable only in bearer form, shall be held by the
Selected Foreign Sub-Custodian in that form; all other securities
identified in an Account may be registered in the name of the
Customer, or in the name of any duly appointed nominee of the
Selected Foreign Sub-Custodian. The Custodian shall furnish to
the Sub-Custodian appropriate instruments to enable the Selected
Foreign Sub-Custodian to hold or deliver in proper form for
transfer, or to register in nominee name, any securities which it
may hold and which may from time to time be registered in the name
of such Customer. If at any time at the request of the Custodian
any securities identified in an Account shall be registered in
the name of the nominee of the Selected Foreign Sub-Custodian, the
Custodian agrees to reimburse, indemnity and hold harmless the
Sub-Custodian and such Selected Foreign Sub-Custodian, and its
nominee or nominees from and against all liability, loss, claim,
damage and expense to the extent incurred by reason of the
registration of such stocks and securities in the name of its
nominee. It is understood and agreed that the Selected Foreign
Sub-Custodian may require the transfer of any securities
registered in the name of its nominee before surrendering
possession thereof. The Sub-Custodian is authorized to charge to
an Account all taxes and other expenses in connection with such
Account which are incidental to the transfer of securities to or
from the name of its nominee or nominees, or in lieu of such
charge, the Custodian will remit promptly on receipt of a bill for
such taxes and expenses.
5. The Sub-Custodian shall furnish the Custodian
promptly after the close of business on each day on which any
Selected Foreign Sub-Custodian has engaged in transactions for a
Customer a statement summarizing all transactions and entries for
such Customer during said day; and it shall, at least monthly and
from time to time, deliver to the Custodian a detailed statement
of the securities and monies held for such Customer in all
Accounts maintained by it under this Agreement, specifying the
Selected Foreign Sub-Custodian holding such securities and moneys.
6. Unless otherwise instructed to the contrary by a
certificate, the Sub-Custodian shall, either directly or through
a Selected Foreign Sub-Custodian, with respect to all securities
identified in an Account:
(a) Collect all income due and payable and advise
the Custodian as promptly as practicable of any income due but not
paid:
(b) Present for payment and collect the amount
payable upon all securities which may mature or be called,
redeemed, or retired, or otherwise become payable and advise the
Custodian as promptly as practicable of any amounts due but not
paid, whether upon maturity, call, redemption, retirement or
otherwise;
(c) Surrender securities in temporary form for
definitive securities;
(d) Execute, as subcustodian, any necessary
declaration or certificates of ownership under any local tax laws
or regulations now or hereafter in effect;
(e) Hold all stock dividends, rights and similar
securities issued with respect to securities held hereunder:
(f) Remit promptly to the Custodian all income
and dividends on securities when received by the Sub-Custodian;
(g) Remit promptly to the Custodian all notices
of meetings of shareholders and proxies received relating to
securities identified in an Account; and
(h) Notify the Custodian promptly of the
declaration of any dividend or other distribution relating to
securities identified in an Account.
7. Upon receipt of a certificate and not otherwise,
the Sub-Custodian shall either directly or through a Selected
Foreign Sub-Custodian:
(a) Execute and deliver to such persons as may be
designated in such certificate proxies, consents, authorizations
and any other instruments whereby the authority of a Customer as
owner of any securities may be exercised;
(b) Deliver any securities credited to an Account
in exchange for other securities or cash issued or paid in
connection with the liquidation, reorganization, refinancing,
merger, consolidation or recapitalization of any corporation, or
the exercise of any conversion privilege;
(c) Deliver any securities credited to an Account
to any protective committee, reorganization committee or other
person in connection with the reorganization, refinancing, merger,
consolidation, recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to evidence such
delivery; and
(d) Make such transfers or exchanges of the
securities identified in an Account, and take such other steps, as
shall be stated in said certificate, for the purpose of
effectuating any duly authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of
Customer.
8. It is agreed that the Sub-Custodian may act in
accordance with the prevailing customs and practices of
jurisdictions where subcustodial services are provided hereunder
in connection with securities and custody transactions, including,
but not limited to, settlements of securities transactions,
provided that the Sub-Custodian gives notice to the Custodian of
the nature of such customs and practices.
9. The Sub-Custodian shall allow the independent
public accountants of the Custodian and any Customer whose
securities are held hereunder access to such records of the
Sub-Custodian or confirmation of the contents of such records as
shall be required by such accountants in connection with their
examination of the books and records pertaining to the affairs of
the Custodian or such Customer.
10. The Sub-Custodian shall upon receipt of a
certificate promptly deliver or cause to be delivered to the
Custodian such securities and money as may be specified in such
certificate.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF CUSTOMERS
1. Promptly after each purchase of securities by a
Customer for which such Customer intends the Sub-Custodian,
directly or through any Selected Foreign Sub-Custodian, to act as
subcustodian, the Custodian shall deliver to the Sub-Custodian
(i) with respect to each purchase of securities which are not
money market securities, a certificate, and (ii) with respect to
each purchase of money market securities a certificate or oral
instructions specifying with respect to each such purchase:
(a) the name of the issuer and the title of the securities,
including CUSIP number or other similar securities identification
number, if any, (b) the number of shares or the principal amount
purchased and accrued interest, if any, (c) the date of purchase
and date of settlement, (d) the purchase price per unit, (e) the
total amount payable upon such purchase, (f) the name of the
person from whom or the broker through whom the purchase was made,
and (g) the Selected Foreign Sub-Custodian where such securities
are to be delivered and held. The Sub-Custodian directly or
through any Selected Foreign Sub-Custodian shall receive
securities purchased by a Customer from the persons through or
from whom the same were purchased, and upon receipt thereof shall
pay, out of the monies credited to such Customer's Account, the
total amount payable upon such purchase, provided that the same
conforms to the total amount payable shown on such certificate or
such oral instructions, as the case may be, with respect to such
purchase.
2. Promptly after each sale of securities by a
Customer, the Custodian shall deliver to the Sub-Custodian
(i) with respect to each sale of securities which are not money
market securities, a certificate and (ii) with respect to each
sale of money market securities a certificate or oral instructions
specifying with respect to each such sale: (a) the name of the
issuer and the title of the security, including CUSIP number or
other similar securities identification number, if any, (b) the
number of shares or principal amount sold, and accrued interest,
if any, (c) the date of sale, (d) the sale price per unit, (e) the
total amount payable upon such sale, (f) the name of the broker
through whom or the person to whom the sale was made, and (g) the
Selected Foreign Sub-Custodian from which such securities are to
be delivered. The Sub-Custodian shall directly or through any
Selected Foreign Sub-Custodian deliver the securities sold to the
broker or other person named in such certificate upon receipt of
the total amount payable to the appropriate Customer upon such
sale provided that the same conforms to the total amount payable
to the Customer as set forth in such certificate or such oral
instructions, as the case may be, with respect to such sale.
ARTICLE V
SELECTED FOREIGN SUB-CUSTODIANS
1. The Sub-Custodian agrees and represents that with
respect to each Selected Foreign Sub-Custodian that is a Branch,
first, that such Branch is a bank as defined in 2(a)(5) of the
1940 Act, and, second, that the Customer's securities and moneys
held by such Branch: (a) will be adequately insured; (b) will not
be subject to any right, charge, security interest, lien or claim
of any kind in favor of the Selected Foreign Sub-Custodian or its
creditors, except a claim of payment for their safe custody or
administration; (c) beneficial ownership will be freely
transferable without the payment of money or value other than for
safe custody or administration; (d) adequate records will be
maintained identifying the assets as belonging to the Customer;
and (e) the Custodian will receive periodic reports with respect
to the safekeeping of the Customer's assets, including, but not
necessarily limited to, notification of any transfer to or from an
Account.
2. The Sub-Custodian agrees and represents that with
respect to each Selected Foreign Sub-Custodian that is not a
Branch, that such Selected Foreign Sub-Custodian is an Eligible
Foreign Sub-Custodian and that all the securities and moneys of a
Customer held by such Selected Foreign Sub-Custodian will be held
pursuant to and in accordance with the agreement between the
Sub-Custodian and such Selected Foreign Sub-Custodian previously
furnished by the Sub-Custodian to the Custodian. The
Sub-Custodian further agrees that such agreement shall not be
amended on less than 90 days written notice to the Custodian,
which notice includes the form of amendment.
3. From time to time the Sub-Custodian shall furnish
the Custodian, for transmittal to the Customers, such information
with respect to the Selected Foreign Sub-Custodians as the
Sub-Custodian generally makes available to its customers.
4. The Sub-Custodian shall monitor the foreign
custodial arrangements of the Fund to ensure compliance with the
requirements of Rule 17f-5 of the 1940 Act. The Sub-Custodian
agrees to inform the Custodian of any material changes in the
circumstances surrounding the foreign custody arrangements of its
Customers.
ARTICLE VI
CONCERNING THE SUB-CUSTODIAN
1. The Sub-Custodian shall hold each Customer and the
Custodian harmless from, and indemnify each Customer and the
Custodian against, any losses, actions, claims, demands, expenses
and proceedings, including counsel fees, that occur as a result of
the failure of any selected Foreign Sub-Custodian other than a
Selected Foreign Sub-Custodian which is a securities depositary or
clearing agency operating a system for the handling of securities
or equivalent book-entries, to exercise reasonable care with
respect to the safekeeping of moneys and securities of a Customer.
The Custodian agrees to indemnify and hold harmless the
Sub-Custodian from and against any losses, actions, claims,
demands, expenses and proceedings, including counsel fees,
resulting from its action or omission to act or otherwise pursuant
to this Agreement, except those losses, actions, claims, demands,
expenses and proceedings arising out of the negligence or wilful
misconduct of the Sub-Custodian. The Sub-Custodian shall not be
liable for any expense or damage incurred by the Custodian, except
such expense or damage that arises out of the Sub-Custodian's
negligence, wilful misconduct, or failure to act in accordance
with the terms of this Agreement. The Sub-Custodian may, with
respect to questions of law, apply for and obtain the advice and
opinion of counsel to the appropriate Customers, counsel to the
Custodian or of its own counsel, at the expense of such Customers,
and shall be fully protected with respect to anything done or
omitted by it in good faith in conformity with such advice or
opinion.
2. Without limiting the generality of the foregoing,
neither the Sub-Custodian nor any Selected Foreign Sub-Custodian
shall be under any duty or obligation to inquire into, or be
liable for:
(a) The validity of the issue of any securities
purchased by or for any Customer, the legality of the purchase
thereof, or the propriety of the amount paid therefor; or
(b) The legality of the sale of any securities by
or for any Customer, or the propriety of the amount for which the
same are sold.
3. Neither the Sub-Custodian nor any Selected Foreign
Sub-Custodian shall be liable for, or considered to be the
custodian of, any money represented by any check, draft, or other
instrument for the payment of money received by it on behalf of
any Customer, until the Sub-Custodian or such Selected Foreign
Sub-Custodian actually receives such money.
4. Neither the Sub-Custodian nor any Selected Foreign
Sub-Custodian shall be under any duty or obligation to take action
to effect collection of any amount, if the securities upon which
such amount is payable are in default, or if payment is refused
after due demand or presentation; unless and until (i) it shall be
directed to take such action by a certificate, and (ii) it shall
be assured to its satisfaction of reimbursement of its costs and
expenses by the appropriate Customer or Customers in connection
with any such action.
5. Neither the Sub-Custodian nor any Selected Foreign
Sub-Custodian shall be under any duty or obligation to ascertain
whether any securities at any time delivered to or held by it in
Accounts are such as may properly be held by a Customer.
6. The Sub-Custodian shall be entitled to receive and
the Custodian agrees to pay such compensation as may be agreed
upon from time to time between the Custodian and the
Sub-Custodian. The Sub-Custodian shall also be entitled to
receive and the Custodian agrees to pay the amount of any loss,
damage, liability or expense, including counsel fees, for which it
shall be entitled to reimbursement under the provisions of this
Agreement.
7. The Sub-Custodian shall be entitled to rely upon
any certificate, notice or other instrument in writing received by
the Sub-Custodian and reasonably believed by it to be genuine. The
Sub-Custodian shall be entitled to rely upon any oral instructions
received by the Sub-Custodian pursuant to Article IV hereof with
regard to the purchase and sale of money market securities
reasonably believed by the Sub- Custodian to be genuine and to be
sent by an Authorized Person.
8. It is understood and agreed that the Sub-Custodian
is not under any duty to supervise the investment of, or to advise
or make any recommendation to the Custodian or any of the
Customers with respect to the sale or other disposition of any
securities at any time held hereunder or to advise or recommend
the purchase of any securities at any time.
9. Under the terms of this Agreement, neither the
Sub-Custodian nor any Selected Foreign Sub-Custodian assumes any
duty of filing any tax reports and returns, nor assumes any
responsibility for the payment of any taxes due on the income
collected for the Accounts and on any transactions which it may
handle for the Accounts and in respect of the said Accounts,
except that the Sub-Custodian will cause each Selected Foreign
Sub-Custodian to withhold taxes due at the source on income
collected for the Accounts and to file any tax reports and returns
required in connection with any such withholdings.
ARTICLE VII
TERMINATION
1. Either of the parties hereto may terminate this
Agreement by giving to the other party a notice in writing from an
authorized officer specifying the day of such termination, which
shall be not less than 180 days following the giving of such
notice. The Custodian shall, on or before the termination date,
deliver to the Sub-Custodian a written direction from an officer
of the Custodian designating a successor subcustodian, if any.
2. Upon the date set forth in such notice this
Agreement shall terminate, and the Sub-Custodian shall upon
receipt of a notice of acceptance by the successor subcustodian,
if any, on that date deliver directly to the successor
subcustodian all securities and moneys then owned by the Customers
and held by it as subcustodian, after deducting all fees, expenses
and other amounts for the payment or reimbursement of which it
shall then be entitled. If no successor subcustodian shall have
been appointed by the Custodian, the Sub-Custodian shall deliver
all such securities and moneys to the Custodian.
ARTICLE VIII
MISCELLANEOUS
1. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Sub-Custodian shall be sufficiently given if addressed to the
Sub-Custodian and received by it its offices at 111 Wall Street,
New York, New York 10005, Attention: Global Custody Operations.
All notices shall be deemed received by the Sub-Custodian on the
date of posting of such notices.
2. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Custodian shall be sufficiently given if addressed to the
Custodian and received by it at its offices at 90 Washington
Street, New York, New York 10015 or at such other place as the
Custodian may from time to time designate in writing. All notices
shall be deemed received by the Custodian on the date of posting
of such notices.
3. This Agreement constitutes the valid and binding
agreement between the parties hereto and supersedes all prior
agreements between the parties relating to foreign subcustodial
services provided by the Sub-Custodian for the Custodian.
4. The parties hereto agree that the Sub-Custodian
shall have no obligation to take any action which is contrary to
any law, order or regulation of any jurisdiction where
subcustodial services are provided hereunder.
5. This Agreement may not be amended or modified in
any manner except by a written agreement executed by both parties
with the sane formality as this Agreement.
6. This Agreement shall extend to and shall be biding
upon the parties hereto, and their respective successors and
assigns.
7. This Agreement shall be construed in accordance
with the laws of the State of New York.
8. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original but
such counterparts shall, together, constitute only one instrument.
9. At any time after the execution of this Agreement
securities and moneys of any customer of the Custodian now held
under that certain SUB-CUSTODIAN AGREEMENT dated November 1, 1985
between the Custodian and the Sub-Custodian (the "Prior
Agreement") shall upon the Sub-Custodian's receipt of a
certificate specifying such customer be held hereunder without the
execution of any document or agreement. The execution of this
Agreement shall neither amend, modify, or terminate the Prior
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective corporate officers,
thereunder duly authorized and their respective corporate seals to
be hereunto affixed, as the day and year first above written.
CITIBANK, N.A.
By:_________________________
Title: _____________________
ATTEST:
________________________
THE BANK OF NEW YORK
By:___________________________
Title: _______________________
ATTEST:
_________________________
Schedule I
Country Bank Name & Address Status
Argentina Citibank, N.A. Branch
Bartolome Mitre 502
Buenos Aires, Argentina
Brazil Citibank, N.A. Branch
Av. Nilo Pecanha 50-22 Andar
Rio de Janeiro, Brazil
Greece Citibank, N.A. Branch
8, Othonos Street
Athens, Greece
Hong Kong Citibank, N.A. Branch
Citicorp Centre
18 Whitfield Road, Causeway Bay
Hong Kong
Italy Citibank, N.A. Branch
Foro Bonaparte N. 16
Casella Postale 10932
20121, Milan, Italy
Japan Citibank, N.A. Branch
2-1 Ohtemachi 2-Chome
Chiyoda - ku, Tokyo, Japan
Korea Citibank, N.A. Branch
#1-1 1-KA, Chongro, Chongro-ku
Seoul, Korea
Malaysia Citibank, N.A. Branch
28 Medan Pasar
Kuala Lumpur, Malaysia
Mexico Citibank, N.A. Branch
Paseo de la Reforma
Mexico City, Mexico, D.F.
Netherlands Citibank, N.A. Branch
Herengracht 545-549, 1017 BW
Amsterdam, The Netherlands
Country Bank Name & Address Status
Philippines Citibank, N.A. Branch
Citibank Center 8741 Paseo
Makati Metro, Manilla
Philippines
Puerto Rico Citibank, N.A. Branch
252 Ponce De Leon Avenue
San Juan, Puerto Rico 00936
Singapore Citibank, N.A. Branch
UIC Building, 5 Shenton Way
Singapore 9008
Taiwan Citibank, N.A. Branch
742 Min Sheng East Road
Taipei, Taiwan
Thailand Citibank, N.A. Branch
127 South Sathorn Road
Bangkok, 10120, Thailand
United Kingdom Citibank, N.A. Branch
11 Old Jewry
London, EC2, England
Schedule II
Eligible Foreign Custodians
Country Bank Name & Address Status
Australia Citibank, Ltd. Subsidiary
35 Collins Street
Melbourne, VIC 3000 Australia
Austria Citibank, A.G. Subsidiary
Postfach 90
Lothringerstrabe 7
A-1015 Vienna, Austria
Spain Citibank Espana S.A. Subsidiary
Jose Ortega Y Gasset 29
28006, Madrid, Spain
Switzerland Citicorp Investment Bank Subsidiary
(Switzerland)
P.O. Box 244
CH-8021 Zurich, Switzerland
West Germany Citibank Aktiengesellschaft Subsidiary
Neue Mainzer Str. 75
Postfach 110333
D-6000 Frankfurt/Main 11
West Germany
Belgium Generale De Banque
Montagne du Parc 3, 1000 Correspondent
Brussels, Belgium
Canada The Canada Trust Co. Correspondent
320 Bay Street
Toronto, Ontario M5H 2P6
Denmark Den Danske Bank Correspondent
12 Holmens Kanal
DK-1092
Copenhagen K. Denmark
Country Bank Name & Address Status
Finland Kansallis-Osake-Pankki Correspondent
Aleksanterinkatu 42
SF-00100 Helsinki, Finland
France Banque Paribas Correspondent
3 Rue D'Antim
75002 Paris, France
Ireland Allied Irish Bank Correspondent
Bankcentre, P.O. Box 512
Ballsbridge, Dublin 4
Ireland
New Zealand ANZ Nominees Ltd. Correspondent
215-229 Lambton Quay
Wellington 1, New Zealand
Norway Den Norske Creditbank Correspondent
Kirkegart 21
Oslo 1, Norway
South Africa First National Bank of Correspondent
Southern Africa, Ltd.
Diagonal Street
Johannesburg, 2001 South Africa
Sweden Skandinaviska Enskilda Banken Correspondent
Kungstradgardsgatan 8
Stockholm, Sweden
Country Depository Name Status
Argentina Caja De Valores Depository
Austria Wertpapiersammelbank bei Depository
dar Oesterreichlschen
Kontrollbank A.G.
Belgium Caisse Interprofessionnelle Depository
de Depots et de Virement de
Titres S.A.
Brazil Bovespa Depository
Canada Canadian Depository for Depository
Securities Limited
Denmark VP - Centralen Depository
France Societe Interprofessionnelle Depository
pour la Compensation des
Valeurs Mobilieres
Italy Monte Titoli S.P.A. Depository
Japan Bank of Japan Depository
Luxembourg Centrale de Livraison de Depository
Valeures Mobilieres
Mexico Instituto para el Deposito Depository
de Valores
Netherlands Nederlands Centraal Instituut Depository
voor Giraal Effectenverkeer
B.V.
Switzerland Schweizerische Effecten-Giro Depository
AG
West Germany Frankfurter Kassenverein A.G. Depository
Schedule I
Citibank Branches
Country Bank Name & Address Status
Argentina Citibank, N.A. Branch
Bartolome Mitre 502
Buenos Aires, Argentina
Brazil Citibank, N.A. Branch
Av. Nilo Pecanha 50-22 Andar
Rio de Janeiro, Brazil
Chile Citibank, N.A. Branch
Ahumada 40
Santiago, Chile
Hong Kong Citibank, N.A. Branch
Citicorp Centre
18 Whitfield Road, Causeway Bay
Hong Kong
Italy Citibank, N.A. Branch
Toro Bonaparte N. 16
Casella Postale 10932
20121, Milan Italy
Japan Citibank, N.A. Branch
2-1 Ohtemachi 2-Chome
Chiyoda - ku, Tokyo, Japan
Korea Citibank, N.A. Branch
#1-1, 1-KA, Chongro, Chongro-ku
Seoul, Korea
Malaysia Citibank, N.A. Branch
28 Medan Pasar
Kuala Lumpur, Malaysia
Mexico Citibank, N.A. Branch
Paseo de La Reforma 390
Mexico, Mexico, D.F.
Netherlands Citibank, N.A. Branch
Herengracht 545-549, 1017 BW
Amsterdam, The Netherlands
Philippines Citibank, N.A. Branch
Citibank Center 8741 Paseo
de Roxas
Makati Metro, Manilla
Philippines
Singapore Citibank, N.A. Branch
UIC Building, 5 Shenton Way
Singapore 9008
Schedule I
Citibank Branches
Country Bank Name & Address Status
Spain Citibank, N.A. Branch
Jose Ortega Y Gasset 29
28006 Madrid Spain
Taiwan Citibank, N.A. Branch
742 Min Sheng East Road
Taipei, Taiwan
Thailand Citibank. N.A. Branch
127 South Sathorn Road
Bangkok, 10120, Thailand
United Kingdom Citibank. N.A. Branch
11 O1d Jewry
London, EC2, England
Schedule II
Eligible Foreign Custodians
Country Bank Name & Address Status
Luxembourg Cedel, S.A. Depository
67 Boulevard Grande-Duchesse
Charlotte
L-1010, Luxembourg
Austria Citibank, N.A. Subsidiary
Postfach 90
Lothringers Trabe 7
A-1015 Vienna, Austria
Australia Citibank, Ltd. Subsidiary
35 Collins Street
Melbourne VIC 3000 Australia
France Citibank, S.A. Subsidiary
Citicenter
19 Le Palvis
Paris, France
Switzerland Citicorp Investment Bank Subsidiary
(Switzerland)
P.O. Box 244
CH-8021 Zurich, Switzerland
West Germany Citibank Aktiengesellschaft Subsidiary
Neue Mainzer Str.75
Postfach 110333
D-6000 Frankfurt/Main 11
West Germany
Austria Creditanstalt Bankverein Correspondent
Vienna 1, Schottengasse 6
Vienna, Austria
Australia ANZ Bank Correspondent
Collins Place
55 Collins Street
Melbourne VIC 3000 Australia
Belgium Generale De Banque Correspondent
Montagne du Parc 3, 1000
Brussels, Belgium
Canada The Canada Trust Co. Correspondent
320 Bay Street
Toronto Ontario M5H 2P6, Canada
Eligible Foreign Custodian
Country Bank Name & Address Status
Denmark Den Danske Bank Correspondent
12 Holmens Kanal
DK-1092
Copenhagen K, Denmark
Finland Kansallis-Osake-Pankki Correspondent
Aleksanterinkatu 42
SF-00100 Helsinki, Finland
France Banque Paribas Correspondent
3 Rue D'Antim
75002 Paris, France
Ireland Allied Irish Bank Correspondent
Bankcentre, P.O. Box 512
Ballsbridge, Dublin 4
Ireland
Italy Istituto Bancario Correspondent
San Paolo di Torino
Corsa Di Porta
Nuova 1 20121
Milan, Italy
New Zealand ANZ Nominees Ltd. Correspondent
215-229 Lambton Quay
Wellington 1, New Zealand
Norway Den Norske Creditbank Correspondent
Kirkegart 21
Oslo 1, Norway
South Africa First National Bank of Correspondent
South Africa, Ltd.
Diagonal Street
Johannesburg, 2001 South Africa
Spain Banco De Bilbao Correspondent
Paseo De La Castellana, No. 81
Madrid, Spain
Sweden Skandinaviska Enskilda Banken Correspondent
Kungstradgardsgatan 8
Stockholm, Sweden
EXHIBIT A
August 1, 1989
Dreyfus Service Corporation
767 Fifth Avenue
New York, New York 10153
Dear Sirs:
We are in the process of entering into transfer agency
agreements with various of the investment companies for which The
Dreyfus Corporation serves as sponsor, investment adviser, sub-
investment adviser or administrator and/or you serve as primary
distributor, which currently utilize The Bank of New York ("BONY")
as transfer agent. For good and valuable consideration, the
receipt and sufficiency of which is acknowledged, this letter sets
forth our agreement and understanding that we will enter into
transfer agency agreements with such Dreyfus-affiliated investment
companies which utilize Mellon Bank, N.A ("Mellon") as transfer
agent (the "Mellon Funds"), upon the same terms and conditions,
except that the conversion of the Mellon Funds to the computer
software system we utilize to provide transfer agency services
(the "System"), and our provision of such services to the Mellon
Funds, will begin on the date six months after the Mellon Funds
give notice to Mellon of the proposed termination of their
transfer agency agreements, provided that such notice may not be
given prior to September 2, 1989, and provided further that we may
request that such notice be delayed for a period up to but not
later than December 2, 1989, and that the Mellon Funds will not
unreasonably object to such request. Once notice to Mellon has
been given in accordance herewith, if we are unable to accomplish
the conversion of the Mellon Funds to the System by the scheduled
termination date, then: (a) if, on such scheduled termination
date, we own the Mellon affiliate which had been providing
transfer agency services to the Mellon Funds, we will pay to you,
for the benefit of both the Mellon Funds and for the Dreyfus-
affiliated investment companies which utilized BONY as transfer
agent and convert to the System, the aggregate amount of $60,000
per month, beginning on July 2, 1990 and ending on the date the
last Mellon Fund is converted to the System, with such amount
being pro-rated for any partial monthly period; and (b) if, on
such scheduled termination date, we do not own such Mellon
affiliate, we will be liable for whatever payment Mellon, or other
entity acceptable to the Mellon Funds, requires in order to
continue to provide the Mellon Funds with transfer agency services
until such conversion can be accomplished, or for whatever damages
that the Mellon Funds may suffer if we are unable to arrange for
the provision of such transfer agency services, provided that we
will have no liability for any period of delay beyond the
scheduled termination date where such delay was caused by you or
Mellon, if in addition such delay is (i) beyond our control, and
(ii) we have taken all reasonable steps to prevent the delay from
affecting the timely completion of the conversion. Should we
anticipate or encounter a delay caused by you or Mellon which we
believe will result in a delayed conversion, we will immediately
notify Mellon (if Mellon or its affiliate is the apparent cause of
the delay) and you in writing. Our failure to give such notice
within two business days after encountering such a delay will
result in a waiver of our ability to be held without liability
therefor. In addition, if timely notice is given, and if Mellon
(or its affiliate) or you then cure such delay within two business
days after receipt of such notice, then there will be no waiver of
our liability for any delayed conversion as a result thereof.
If this letter accurately sets forth our understanding,
please signify your agreement and acceptance by signing and
returning to us the enclosed copy hereof.
Very truly yours,
The Shareholder Services Group, Inc.
By: ______________________________
Accepted and agreed:
Dreyfus Service Corporation
By:____________________________
EXHIBIT B
GUARANTY
GUARANTY given by AMERICAN EXPRESS INFORMATION SERVICES
COMPANY, a Delaware corporation ("ISC") to (a) DREYFUS SERVICE
CORPORATION and its Affiliates (as defined in the Remote Service
Agreement described below) ("Dreyfus") in order to induce Dreyfus
to enter into (i) an Option Agreement dated as of the date hereof
(the "Option Agreement"), (ii) the Remote Service Agreement (as
defined in the Option Agreement) (the "Remote Service Agreement"),
and (iii) the License Agreement (as defined in the Option
Agreement) (the "License Agreement"); and (b) certain mutual funds
("Dreyfus Funds") advised, sub-advised or administered by Dreyfus
or its Affiliates or for which Dreyfus or its Affiliates act as
primary distributor in order to induce certain Dreyfus Funds to
enter into Transfer Agency Agreements, the first of which is dated
as of the date hereof (the "Transfer Agency Agreements"), all with
ISC's affiliate, The Shareholder Services Group, ("SSG").
ISC agrees as follows:
1. Obligation of ISC. ISC hereby guarantees the
prompt and complete performance by SSG of all its obligations and
performance responsibilities under the Transfer Agency Agreement,
the Remote Service Agreement, the License Agreement and the Option
Agreement, and the satisfaction, in any amount up to the net worth
of ISC, of any liabilities of SSG which may arise thereunder. ISC
shall make a capital contribution to SSG, consisting of other
assets of ISC, if such contribution is required in order to permit
SSG to satisfy such liabilities.
2. Term of Guaranty. This Guaranty shall continue
until all of the terms of the Transfer Agency Agreement, the
Remote Service Agreement and/or the Option Agreement have been
performed or otherwise discharged by SSG, and for an additional
two (2) years after exercise of the license under the Option
Agreement, License Agreement and Remote Service Agreement. ISC
shall not be released from its obligations hereunder so long as
any claim against SSG arising out of the Remote Service
Agreement, the License Agreement or the Option Agreement, or any
claim arising out of any Transfer Agency Agreement is not settled
or discharged in full.
3. Governing Law. This Guaranty shall be construed
under the laws of the State of New York, without giving effect to
principles of conflicts of law.
4. Notice of Non-Performance. This Guaranty is
conditioned on ISC being notified either by hand delivery or by
certified or registered mail, return receipt requested, at 200
Vesey Street, New York, New York 10285, Attention: President, of
non-performance or other default by SSG of any of its obligations
under the Remote Service Agreement, the License Agreement, the
Option Agreement or any Transfer Agency Agreement, or any
liability of SSG arising thereunder.
5. Representations and Warranties. ISC represents and
warrants that:
(a) ISC is and will at all times during the term of
this Guaranty be a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its
incorporation, and has, and will have, full power and authority to
carry on its business as now conducted and to own and operate its
assets, properties and business.
(b) The execution, delivery and performance of this
Guaranty has been duly authorized by all requisite corporate
action (including, without limitation, all Board of Directors'
action and approvals). This Guaranty when duly executed and
delivered shall be the legal, valid and binding obligation of ISC
enforceable against ISC in accordance with its terms. The
entering into of this Guaranty and the consummation of the
transactions contemplated hereby do not and will not violate the
provisions of ISC's Certificate of Incorporation or By-Laws or
constitute a default under the provisions of any contract,
commitment or other agreement to which ISC is a party or by which
it is bound.
6. This guaranty is a guaranty of all obligations and
liabilities of SSG under the Transfer Agency Agreements, the
Remote Service Agreement, the License Agreement and the Option
Agreement and ISC agrees that Dreyfus, any Affiliate or any
Dreyfus Fund shall be entitled to take any action against ISC or
SSG in any order or concurrently as Dreyfus, any Affiliate or any
Dreyfus Fund may elect. Dreyfus, any Affiliate or any Dreyfus
Fund shall not be required to resort to any security Dreyfus, any
Affiliate or any Dreyfus Fund may hold or to any other remedy
Dreyfus, any Affiliate or any Dreyfus Fund may have prior to
exercising this guaranty.
7. ISC agrees that all or any of the terms and
conditions of the Transfer Agency Agreements, the Remote Service
Agreement, the License Agreement and/or the Option Agreement, from
time to time, and without notice to or further consent of ISC, may
be modified or amended without in any way impairing this guaranty.
8. Any successor of ISC whether by assignment,
acquisition or otherwise, shall continue to be bound by this
guaranty.
IN WITNESS WHEREOF, AMERICAN EXPRESS INFORMATION
SERVICES COMPANY has caused this Guaranty to be signed on its
behalf by an Officer thereunto duly authorized as of August 1,
1989.
AMERICAN EXPRESS INFORMATION
SERVICE COMPANY
By:__________________________
EXHIBIT C
August 11, 1989
Dreyfus Service Corporation
222 Broadway
New York, New York 10038
Attention: Chief Financial Officer
Dreyfus Funds (as defined below)
c/o Dreyfus Service Corporation
222 Broadway
New York, New York 10038
Attention: Secretary
Dear Sirs:
This will acknowledge that we are aware that certain mutual
funds (the "Dreyfus Funds") advised, sub-advised, administered or
distributed by Dreyfus Service Corporation or an Affiliate (as
defined in the Remote Service Agreement described below)
("Dreyfus") intend to enter into transfer agency agreements with
The Shareholders Services Group, Inc. ("SSG"), relating to the
provision by SSG of transfer agency services to those mutual funds
(the "Transfer Agency Agreements"). In addition, Dreyfus and SSG
intend to enter into an Option Agreement dated the same date as
the first Transfer Agency Agreement (the "Option Agreement") which
will provide to Dreyfus the option under certain conditions to
enter into a Remote Service Agreement (the "Remote Service
Agreement") and a License Agreement (the "License Agreement"), the
forms of which are attached as exhibits to the Option Agreement.
SSG is an affiliate of American Express Information Services
Company ("ISC") and ISC is a wholly-owned subsidiary of American
Express Company ("AXP").
In order to induce Dreyfus and the Dreyfus Funds to enter
into the Agreements described above, AIP agrees that from and
after February 1, 1990, it shall maintain the consolidated net
worth of ISC at a minimum of $390 million until the termination
date (the "Termination Date") which shall be the latest of the
termination of (a) all Transfer Agency Agreements with all Dreyfus
Funds; or (b) the Remote Service Agreement, but in no event longer
than seven (7) years from the commencement of processing by the
last Dreyfus Fund under the Transfer Agency Agreements. After the
Termination Date, AXP shall maintain the consolidated net worth of
ISC in a minimum amount equal to the lesser of (i) $390 million
and (ii) the amount of all claims (the "Claims") arising out of a
breach or breaches by SSG prior to the Termination Date (whether
or not asserted prior to the Termination Date) under the Remote
Service Agreement, the Option Agreement or the License Agreement
or out of any Transfer Agency Agreement until all such Claims are
settled or discharged in full. As used herein, the term
"consolidated net worth" shall mean the consolidated aggregate
stated value of all classes of capital stock plus the consolidated
aggregate amount of consolidated surplus (whether capital, earned
or other) of ISC and all of its subsidiaries determined in
accordance with generally accepted accounting principles.
It is the policy of AXP to administer its affairs and to
cause the affairs of its subsidiaries to be conducted in
accordance with high standards of business practice to enable them
to meet their obligations. Prior to the later of the Termination
Date and the settlement of all Claims, AXP will not take any
action with respect to ISC or SSG which would adversely affect
ISC's or SSG's ability to meet its obligations under the Transfer
Agency Agreements or the Option Agreement, Remote Service
Agreement or License Agreement or this letter agreement. The
provisions of this letter agreement will apply to any successor of
AXP, ISC or SSG whether by assignment, acquisition or otherwise.
The foregoing agreement does not constitute a guarantee that
AXP will perform the operational activities of ISC or SSG under
the above-referenced agreements.
Very truly yours,
AMERICAN EXPRESS COMPANY
By:________________________
Howard L. Clark, Jr.
Executive Vice President
[LETTERHEAD OF STROOCK & STROOCK & LAVAN]
EXHIBIT 10
March 31, 1987
Dreyfus Strategic World
Investing, L.P.
666 Old Country Road
Garden City, New York 11530
Gentlemen:
We have acted as counsel to Dreyfus Strategic World
Investing, L.P. (the "Fund") in connection with the preparation
of a Registration Statement on Form N-1A, Registration No.
33-6196 (the "Registration Statement"), covering limited
partnership interests (the "Shares") of the Fund.
We have examined copies of the Agreement of Limited
Partnership of the Fund, the Registration Statement and such
other documents, records, papers, statutes and authorities as we
deemed necessary to form a basis for the opinion hereinafter
expressed. In our examination of such material, we have assumed
the genuineness of all signatures and the conformity to original
documents of all copies submitted to us. As to various
questions of fact material to such opinion, we have relied upon
statements and certificates of officers and representatives of
the Fund and others.
Attorneys involved in the preparation of this opinion
are admitted only to the bar of the State of New York. As to
various questions arising under the laws of the State of
Delaware, we have relied on the opinion of Messrs. Morris,
Nichols, Arsht & Tunnell, a copy of which is attached hereto.
Assumptions and qualifications set forth in their opinion are
deemed incorporated herein.
Based upon the foregoing, we are of the opinion that
the Shares of the Fund to be issued in accordance with the terms
of the offering as set forth in the Prospectus included as part
of the Registration Statement, when so issued and paid for, will
constitute validly authorized and issued Shares and will not be
subject to assessment by the Fund for additional capital
contributions.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to us
in the Prospectus included in the Registration Statement, and to
the filing of this opinion as an exhibit to any application made
by or on behalf of the Fund or any Distributor or dealer in
connection with the registration and qualification of the Fund
or its Shares under the securities laws of any state or
jurisdiction. In giving such permission, we do not admit hereby
that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN
[LETTERHEAD OF MORRIS, NICHOLS, ARSHT & TUNNELL]
March 31, 1987
Dreyfus Strategic World Investing, L.P.
666 Old Country Road
Garden City, New York 11530
Re: Dreyfus Strategic World Investing, L.P.
Gentlemen:
We have acted as special Delaware counsel to Dreyfus
Strategic World Investing, L.P., a Delaware limited partnership
(the "Partnership"), in connection with the formation of the
Partnership and the proposed issuance of Shares of limited
partnership interest therein as described in Registration
Statement No. 33-6196 (and related Prospectus) on Form N-1A
filed with the Securities and Exchange Commission in connection
with the registration of the Shares, as amended by pre-effective
amendments nos. 1 and 2 (as amended, the "Registration
Statement" and "Prospectus"). Capitalized terms used herein and
not otherwise herein defined are used as defined in the
Agreement of Limited Partnership of the Partnership dated March
16, 1987 (the "Partnership Agreement").
In rendering this opinion, we have examined copies of:
the Registration Statement; the Partnership Agreement; the
Certificate of Limited Partnership of the Partnership dated as
of March 16, 1987 and filed in the Office of the Secretary of
State of the State of Delaware (the "Recording Office") on March
17, 1987, as amended by a First Amendment thereto filed in the
Recording Office on March 24, 1987; and such other instruments,
certificates and documents as we have deemed necessary or
appropriate for the purposes hereof. In such examinations, we
have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies or
drafts of documents to be executed and the legal competence or
capacity of persons or entities (who are or will become
signatories thereto) to complete the execution of documents. We
have further assumed for the purposes of this opinion: (i) the
due organization, valid existence and good standing of Dreyfus
Partnership Management, Inc. under the laws of the state of its
formation; (ii) the due authorization, execution and delivery
by, or on behalf of, each of the parties thereto of the
above-referenced instruments, certificates and other documents
and of all documents contemplated by the Partnership Agreement
and the Registration Statement to be executed by investors
desiring to become Limited Partners; (iii) the payment of
consideration for interests in the Partnership and Shares, and
the application of such funds, as provided in the Partnership
Agreement and the Registration Statement, and compliance with
the other terms, conditions and restrictions set forth in the
Partnership Agreement and the Registration Statement in
connection with the issuance of Shares; (iv) that appropriate
notation of the names, addresses and capital contributions of
Limited Partners will be made in the books and records of the
Partnership in connection with the issuance or transfer of
Shares; (v) that the name of the Partnership will not include
the name of any Limited Partner; and (vi) that the business of
the Partnership will be conducted in accordance with the terms
of the Partnership Agreement and the Registration Statement
(including the Prospectus). As to any facts material to our
opinion, other than those assumed, we have relied on the
above-referenced instruments, certificates and other documents
and on the truth and accuracy of the matters therein set forth.
Based on and subject to the foregoing, and limited in
all respects to matters of Delaware law, we are of the opinion
that:
l. The Partnership is a duly organized and validly
existing limited partnership in good standing under the laws of
the State of Delaware.
2. The Shares, when issued to Limited Partners in
accordance with the terms, conditions, requirements and
procedures set forth in the Partnership Agreement and the
Registration Statement, will constitute legally issued and fully
paid Shares of limited partnership interest in the Partnership
and will not be subject to assessment by the Partnership for
additional capital contributions.
3. No provision of the Partnership Agreement provides
for or permits any Limited Partner, in such capacity, to take
action which, under the Delaware Revised Uniform Limited
Partnership Act (the "Delaware Act"), would constitute
participating in the control of the business of the Partnership
so as to make the Limited Partner taking such action liable as a
general partner for the debts and obligations of the Partnership
and, provided that a Limited Partner of the Partnership in fact
does not take part in the conduct of the business of the
Partnership, the liability of such Limited Partner under
Delaware law, by reason of his status as a limited partner, will
be limited to an amount not in excess of the sum of (a) the
capital contribution required to be made under the Partnership
Agreement with respect to all Shares purchased or held by such
Limited Partner, together with any undistributed Partnership
income, profits or property to which such Limited Partner may be
entitled on account of his ownership of Shares; (b) the amount
of any distribution made to such Limited Partner without
violation of the Partnership Agreement or the Delaware Act, plus
interest thereon, to the extent such distribution constitutes a
return of all or any part of such Limited Partner's capital
contribution, but only for a period of one (l) year from the
date made and only to the extent necessary to discharge the
Partnership's liability to creditors who extended credit to the
Partnership, or whose claims arose, during the period the
capital contribution was held by the Partnership; and (c) the
amount of any distribution made to such Limited Partner in
violation of the Partnership Agreement or the Delaware Act, plus
interest thereon, to the extent that such distribution
constitutes a return of all or any part of such Limited
Partner's capital contribution, but only for a period of six
years from the date such distribution was made; provided,
however, that (i) we express no opinion with respect to the
limited liability of any Limited Partner who is, was or may
become a named General Partner of the Partnership or an
affiliate of a named General Partner and (ii) our opinion
concerning non-participation in the control of the business of
the Partnership is limited to the voting, approval or consent
rights of Limited Partners as presently set forth in the
Partnership Agreement and the 1940 Act.
We consent to the filing of this opinion as an Exhibit
to the Registration Statement. In giving this consent, we do
not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act
of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
We understand that the firm of Stroock & Stroock &
Lavan may rely on the opinions herein expressed in connection
with the rendering of its opinion relating to the Partnership,
dated on or about the date hereof, and we hereby consent to such
reliance. Except as provided in the preceding sentence, the
opinions herein set forth are expressed solely for the benefit
of the addressee hereof and may not be relied upon by any other
person or entity for any purpose without our prior written
consent.
Very truly yours,
MORRIS, NICHOLS, ARSHT & TUNNELL
Walter C. Tuthill
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 6, 1995, in this Registration Statement (Form N-1A 33-6196)
of Dreyfus Global Growth, L.P.
ERNST & YOUNG LLP
New York, New York
February 23, 1995
DREYFUS GLOBAL GROWTH, L.P. (A STRATEGIC FUND)
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:!R! I.; exit;
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
the 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.
9. The obligations hereunder and under any related
Plan agreement shall only be binding upon the assets and property
of the Fund and shall not be binding upon any Board member,
officer or shareholder of the Fund individually.
Dated: May 31, 1994
DREYFUS GLOBAL GROWTH, L.P.
Certificate of Secretary
The undersigned, Eric B. Fischman, Assistant Secretary of Dreyfus
Global Growth, L.P. (the "Fund"), hereby certifies that set forth below is a
true and correct copy of the resolution adopted by the Fund's Board Members
pursuant to written consent dated August 30, 1994.
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 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 February 23, 1995.
Eric B. Fischman
Assistant Secretary
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frederick C. Dey, Eric
B. Fischman, Ruth D. Leibert and John E. Pelletier and each of them, with
full power to act without the other, his or her true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities
(until revoked in writing) to sign any and all amendments to the
Registration Statement for each Fund listed on Schedule A attached hereto
(including post-effective amendments and amendments thereto), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Marie E. Connolly
President and Treasurer
Dated: October 24, 1994
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frederick C. Dey, Eric
B. Fischman, Ruth D. Leibert and John E. Pelletier and each of them, with
full power to act without the other, his or her true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities
(until revoked in writing) to sign any and all amendments to the
Registration Statement for each Fund listed on Schedule A attached hereto
(including post-effective amendments and amendments thereto), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Joseph S. DiMartino, Board Member
Dated February 8, 1995
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frederick C. Dey, Eric
B. Fischman, Ruth D. Leibert and John E. Pelletier and each of them, with
full power to act without the other, his or her true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities
(until revoked in writing) to sign any and all amendments to the
Registration Statement for each Fund listed on Schedule A attached hereto,
(including post-effective amendments and amendments thereto), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
_______________________________ _____________________________
Gordon J. Davis, Board Member Daniel Rose, Board Member
________________________________ ______________________________
David P. Feldman, Board Member Sander Vanocur, Board Member
________________________________ ______________________________
Lynn Martin, Board Member Anne Wexler, Board Member
________________________________ ______________________________
Eugene McCarthy, Board Member Rex Wilder, Board Member
Dated: August 30, 1994
SCHEDULE A
Dreyfus Strategic Growth, L.P.
Dreyfus Global Growth, L.P. (A Strategic Fund)
Dreyfus Investors GNMA Fund
Dreyfus 100% U.S. Treasury Short Term Fund
Dreyfus 100% U.S. Treasury Intermediate Term Fund
Dreyfus 100% U.S. Treasury Long Term Fund
Dreyfus 100% U.S. Treasury Money Market Fund
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000794386
<NAME> DREYFUS GLOBAL GROWTH, L.P.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 132480
<INVESTMENTS-AT-VALUE> 133713
<RECEIVABLES> 4251
<ASSETS-OTHER> 161
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 138125
<PAYABLE-FOR-SECURITIES> 3694
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 364
<TOTAL-LIABILITIES> 4058
<SENIOR-EQUITY> 0
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<SHARES-COMMON-STOCK> 4064
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<NET-INVESTMENT-INCOME> 863
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<APPREC-INCREASE-CURRENT> (21019)
<NET-CHANGE-FROM-OPS> (11869)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 701
<NUMBER-OF-SHARES-REDEEMED> (1107)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (25316)
<ACCUMULATED-NII-PRIOR> 5172
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<PER-SHARE-NAV-BEGIN> 35.66
<PER-SHARE-NII> .22
<PER-SHARE-GAIN-APPREC> (2.89)
<PER-SHARE-DIVIDEND> 0
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<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 32.99
<EXPENSE-RATIO> .014
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
