December 6, 1995
DREYFUS STRATEGIC GROWTH, L.P.
SUPPLEMENT TO PROSPECTUS
DATED MAY 1, 1995
At a special meeting of the Fund's Limited Partners to be held on
December 1, 1995, the Limited Partners approved an Agreement and Plan of
Reorganization (the "Plan") to reorganize the Fund into a Massachusetts
business trust (the "Reorganization"). Effective January 1, 1996, the Fund,
as reorganized, will have the same investment objective and management
policies and will continue to be managed by the same investment personnel and
pay the same investment advisory fee. In addition, the Fund, as reorganized,
will have the same purchase and redemption options and will offer the same
investor services. Upon consummation of the Reorganization, the Fund's name
will become Premier Strategic Growth Fund.
PARTNERS SHOULD CONSULT THEIR TAX ADVISERS REGARDING THE TAX
CONSEQUENCES OF THE REORGANIZATION TO THEM, INCLUDING STATE AND LOCAL TAX
CONSEQUENCES.
Effective January 2, 1996 the Fund will offer four classes of shares _-
Class A, Class B, Class C and Class R. The currently existing class of shares
will be designated as Class A. Each Fund share, regardless of Class, will
continue to represent an identical pro rata interest in the Fund's investment
portfolio.
Class A shares will be sold at net asset value per share plus a maximum
initial sales charge of 4.50% of the public offering price imposed at the
time of purchase. Beneficial owners of Fund shares held in a Fund account on
January 1, 1996, however, will continue to be subject to the existing sales
load schedule on all future purchases of Fund shares in that account. Class A
shares will be subject to an annual service fee at the rate of .25 of 1% of
the value of the average daily net assets of Class A pursuant to a
Shareholder Services Plan.
Class B shares will be sold at net asset value per share with no initial
sales charge at the time of purchase. Class B shares will be subject to a
maximum 4% contingent deferred sales charge ("CDSC"), which will be assessed
only if the investor redeems Class B shares within six years of purchase.
These shares would be subject to an annual service fee at the rate of .25 of
1% of the value of the average daily net assets of Class B. In addition,
Class B shares would be subject to an annual distribution fee at the rate of
.75 of 1% of the value of the average daily net assets of Class B pursuant to
a Distribution Plan adopted by the Fund in accordance with Rule 12b-1 under
the Act. Approximately six years after the date of purchase, Class B shares
automatically would convert to Class A shares, based on the relative net
asset values for shares of each such Class, and would no longer be subject to
the distribution fee.
Class C shares will be sold at net asset value per share with no initial
sales charge at the time of purchase. Class C shares will be subject to a 1%
CDSC, which would be assessed only if the investor redeems Class C shares
within one year of purchase. These shares also will be subject to an annual
service fee at the rate of .25 of 1%, and an annual distribution fee at the
rate of .75 of 1%, of the value of the average daily net assets of Class C.
Class C shares will not have a conversion feature.
Class R shares will be sold at net asset value per share only to
institutional investors acting for themselves or in a fiduciary, advisory,
agency, custodial or similar capacity for qualified or non-qualified employee
benefit plans, including pension, profit-sharing, SEP-IRAs and other deferred
(CONTINUED ON REVERSE SIDE)
compensation plans, whether established by corporations, partnerships,
non-profit entities or state and local governments, but not including IRAs or
IRA "Rollover Accounts." Class R shares will not be offered directly to
individuals, although eligible institutions will be permitted to purchase
Class R shares for accounts maintained by individuals. Class R shares will
not be subject to an annual service fee or distribution fee.
THE FOLLOWING INFORMATION SUPPLEMENTS OR REPLACES THE INFORMATION
CONTAINED IN THE SECTIONS OF THE FUND'S PROSPECTUS ENTITLED "MANAGEMENT OF
THE FUND," "HOW TO BUY FUND SHARES," "INVESTOR SERVICES," AND "HOW TO REDEEM
FUND SHARES":
Effective December 1, 1995, Dreyfus Transfer, Inc., a wholly-owned
subsidiary of The Dreyfus Corporation, located at One American Express Plaza,
Providence, Rhode Island 02903, serves as the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent").
In order to accomplish a transaction using the TELETRANSFER
Privilege, Telephone Exchange Privilege, Wire Redemption Privilege or
Telephone Redemption Privilege, please contact your Financial Representative.
If you do not have a Financial Representative, you may telephone
1-800-645-6561 or, if you are calling from overseas, 516-794-5452. The
numbers will be effective January 1, 1996.
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION OF THE FUND'S PROSPECTUS ENTITLED "HOW TO BUY
FUND SHARES":
Fund shares also may be purchased at net asset value without a sales
load through certain broker-dealers and other financial institutions which
have entered into an agreement with the Distributor, which includes a
requirement that such shares be sold for the benefit of clients participating
in a "wrap account" or a similar program under which such clients pay a fee
to such broker-dealer or other financial institution.
Fund shares also may be purchased at net asset value, subject to
appropriate documentation, through a broker-dealer or other financial
institution with the proceeds from the redemption of shares of a registered
open-end management investment company not managed by The Dreyfus Corporation
or its affiliates. The purchase of Fund shares must be made within 60 days of
such redemption and the shareholder must have either (i) paid an initial
sales charge or a contingent deferred sales charge or (ii) been obligated to
pay at any time during the holding period, but did not actually pay on
redemption, a deferred sales charge with respect to such redeemed shares.
Fund shares also may be purchased at net asset value, subject to
appropriate documentation, by (i) qualified separate accounts maintained by
an insurance company pursuant to the laws of any State or territory of the
United States, (ii) a State, county or city or instrumentality thereof, (iii)
a charitable organization (as defined in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended (the "Code")) investing $50,000 or more in
Fund shares, and (iv) a charitable remainder trust (as defined in Section
501(c)(3) of the Code).
THE FOLLOWING INFORMATION SUPERSEDES AND REPLACES ANY CONTRARY
INFORMATION CONTAINED IN THE FUND'S PROSPECTUS IN THE SECTION ENTITLED
"MANAGEMENT OF THE FUND."
Effective August 1, 1995, the Fund's primary portfolio manager is Michael
L. Schonberg. Mr. Schonberg has been employed by The Dreyfus Corporation
since July 1995. From March 1994 to July 1995, Mr. Schonberg was a General
Partner of Omega Advisors, L.P. Prior thereto, he served as Managing Director
and Chief Investment Officer for UBS Asset Management (NY), Inc.
038s120695
