File No. 33-11677
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. 16
[X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940 [X]
Amendment No. 16
[X]
(Check appropriate box or boxes.)
DREYFUS STRATEGIC GROWTH, L.P.
(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)
----
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.
<PAGE>
DREYFUS STRATEGIC 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, 30
5 Management of the Fund 16
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 26, 27, 30
7 Purchase of Securities Being Offered 17
8 Redemption or Repurchase 23
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-11
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.
<PAGE>
DREYFUS STRATEGIC 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-17, B-18
of Securities Being Offered & B-23
20 Tax Status *
21 Underwriters B-17
22 Calculations of Performance Data B-23
23 Financial Statements B-31
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.
<PAGE>
FOR USE BY BANKS ONLY
May 1, 1995
DREYFUS STRATEGIC GROWTH, L.P.
Supplement to Prospectus dated May 1, 1995
All mutual fund shares involve certain investment risks,
including the possible loss of principal.
<PAGE>
PROSPECTUS May 1, 1995
Dreyfus Strategic Growth, L.P.
Dreyfus Strategic Growth, L.P. (the Fund ) is an open-end,
non-diversified, management investment company, known as a
mutual fund. Its goal is to maximize capital growth. The Fund
invests principally in common stocks of 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.
Mutual fund shares are not
deposits or obligations of, or guaranteed or endorsed by, any
bank, and are not federally insured by the Federal Deposit
Insurance Corporation, the Federal Reserve Board or any other
agency. The net asset value of funds of this type will fluctuate
from time to time.
TABLE OF CONTENTS Page
Fee Table 3
Condensed Financial Information 3
Description of the Fund 4
Management of the Fund 16
How to Buy Fund Shares 17
Investor Services 20
How to Redeem Fund Shares 23
Service Plan 25
Distributions and Taxes 26
Performance Information 27
Summary of Partnership Agreement 28
General Information 30
Power of Attorney 31
THESE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THIS PAGE INTENTIONALLY LEFT BLANK
<PAGE>
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) .28%
Other Expenses .59%
Total Fund Operating Expenses 1.62%
Example: 1 Year 3 Years 5 Years 10 Years
You would pay the following expenses on
a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end
of each time period: $46 $80 $115 $216
The amounts
listed in the example should not be considered as representative
of past or future expenses and actual expenses may be greater or
less than those indicated. Moreover, while the example assumes a
5% annual return, the Fund s actual performance will vary and
may result in an actual return greater or less than 5%.
The
purpose of the foregoing table is to assist you in understanding
the various costs and expenses that investors will bear,
directly or indirectly, the payment of which will reduce
investors return on an annual basis. Long-term investors could
pay more in 12b-1 fees than the economic equivalent of paying a
front-end sales charge. The information in the foregoing table
does not reflect any other fee waivers or expense reimbursement
arrangements that may be in effect. 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 limited
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>
<CAPTION>
Year Ended December 31,
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA: 1987(1) 1988 1989 1990 1991 1992 1993 1994
Net asset value, beginning of year $15.00 $24.46 $25.71 $29.37 $27.27 $36.19 $30.63 $38.22
INVESTMENT OPERATIONS:
Investment income-net .08 1.16 1.32 2.37 2.07 1.38 2.21 .87(2)
Net realized and unrealized
gain (loss) on investments 9.38 .09 2.34 (4.47) 6.85 (6.94) 5.38 .28
Total from Investment Operations 9.46 1.25 3.66 (2.10) 8.92 (5.56) 7.59 1.15
Net asset value, end of year $24.46 $25.71 $29.37 $27.27 $36.19 $30.63 $38.22 $39.37
TOTAL INVESTMENT RETURN(3) 63.07%(4) 5.11% 14.24% (7.15%) 32.71% (15.36%) 24.78% 3.01%
RATIO/SUPPLEMENTAL DATA:
Ratio of operating expenses to
average net assets(5) 1.57%(4)(5) 1.39%(5) 1.50%(5) 1.50%(5) 1.50%(5) 1.50%(5) 1.59%(5) 1.46%(5)
Ratio of interest expense, loan
commitment fees and dividends
on securities sold short to
average net assets .81%(4) .59% 1.56% .96% .08% .22% .03% .16%
Ratio of net investment income to
average net assets .72%(4) 5.02% 1.41% 1.79% 1.48% .83% .79% 2.17%
Decrease reflected in above expense
ratios due to undertaking by The
Dreyfus Corporation ___ ___ ___ ___ ___ ___ .06% ___
Portfolio Turnover Rate 431.64%(3) 831.14% 370.97% 188.16% 95.49% 209.38% 301.07% 269.41%
Net Assets, end of year (000's
Ommitted) $92,958 $158,158 $109,290 $60,383 $61,063 $44,765 $45,397 $98,894
(1) From March 27, 1987 (commencement of operations) to December 31, 1987.
(2) Based on average shares outstanding at each month's end.
(3) Exclusive of sales charge.
(4) Not annualized.
(5) Net of expenses reimbursed.
</TABLE>
<PAGE>
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>
<CAPTION>
Debt Outstanding
Year Ended December 31,
<C> <C> <C> <C> <C> <C> <C> <C>
<S> 1987(1) 1988 1989 1990 1991 1992 1993 1994
Amount of debt outstanding at end of
year (in thousands) ___ ___ $22,740 ___ ___ ___ ___ ___
Average amount of debt outstanding
throughout year (in thousands)(2) $ 4,907 $ 5,238 $17,479 $ 5,119 ___ $ 1,746 ___ ___
Average number of shares outstanding
throughout year (in thousands)(3) 1,809 5,564 4,938 2,856 ___ 1,596 ___ ___
Average amount of debt per share
throughout year $ 2.71 $ .94 $ 3.54 $ 1.79 ___ $ 1.09 ___ ___
(1) From March 27, 1987 (commencement of operations) to December 31, 1987.
(2) Based on daily outstanding borrowings.
(3) Based on month-end balances.
</TABLE>
Description of the Fund
Investment Objective - The Fund's goal is to maximize
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 principally in publicly
issued common
stocks. 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 may invest up to 30% of the value of its assets
in the securities of foreign companies which are not publicly
traded in the United States and the debt securities of foreign
governments. The Fund may invest in convertible securities,
preferred stocks and debt securities without limitation 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 resulting from special situations such as those
arising from corporate restructurings. When the The Dreyfus
Corporation 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 securities, U.S. Government
securities, commercial paper, certificates of deposit, time
deposits, bankers acceptances, and other short-term obligations
and repurchase agreements.
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. For a discussion of
such investment techniques and their related risks, see
Investment Techniques and Risk Factors below.
Investment Techniques
Leverage Through Borrowing - The Fund may borrow for
investment purposes up to 331/3% 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.
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 will 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
and will not sell short the securities of any class of an issuer
to the extent, at the time of 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. A covered call option sold by
the Fund, which is a call option with respect to which the Fund
owns the underlying security, exposes the Fund during the term
of the option to possible loss of opportunity to realize
appreciation in the market price of the underlying security or
to possible continued holding of a security which might
otherwise have been sold to protect against depreciation in its
market price. The principal reason for writing covered call
options is to realize, through the receipt of premiums, a
greater return than would be realized on the Fund's portfolio
securities alone. 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 price of a particular stock, whether the Fund
will realize a gain or loss from the purchase or writing of
options on an index depends upon movements in the level of stock
prices in the stock market generally or, in the case of certain
indices, in an industry or market segment, rather than movements
in the price of a particular stock. Accordingly, successful use
by the Fund of options on stock indices will be subject to The
Dreyfus Corporation s ability to predict correctly movements in
the direction of the stock market generally or of a particular
industry. This requires different skills and techniques than
predicting changes in the price of individual stocks.
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.
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,
other than for bona fide hedging transactions, would 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 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 contracts 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 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 if 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 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
deliverable upon exercise of the futures contracts. 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 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 a 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 to 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.
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 under the Investment
Company Act of 1940.
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.
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 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 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 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 securities 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 for 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 5% 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.
U.S.
Government Securities - Securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities include
U.S. Treasury securities. 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 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.
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.
Repurchase Agreements - Repurchase
agreements involve the acquisition by the Fund of an underlying
debt instrument, subject to an obligation of the seller to
repurchase, and the Fund to resell, the instrument at a fixed
price, usually not more than one week after its purchase.
Certain costs may be incurred by the Fund in connection with the
sale of the securities if the seller does not repurchase them in
accordance with the repurchase agreement. In addition, if
bankruptcy proceedings are commenced with respect to the seller
of the securities, realization on the securities by the Fund may
be delayed or limited.
Bank Obligations - The Fund may purchase
certificates of deposit, time deposits, bankers acceptances and
other short-term obligations issued by domestic banks, foreign
subsidiaries of domestic banks, foreign branches of domestic
banks, and domestic and foreign branches of foreign banks,
domestic savings and loan associations and other banking
institutions. 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) borrow
money, to the extent permitted under the Investment Company Act
of 1940; and (ii) 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.
Certain Additional Non-Fundamental Policies - The
Fund may: (i) 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; (ii)
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
the Fund's total assets; and (iii) pledge, mortgage or
hypothecate its assets, but only 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. See Investment Objective and Management Policies
- - Investment Restrictions in the Fund's Statement of Additional
Information.
Risk Factors
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.
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 select 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. In addition,
Federal income tax law requires the holder of a zero coupon
security or of certain pay-in-kind bonds to take into account
annually a portion of the discount (or deemed discount) at which
such securities were issued, prior to the receipt of cash
payments. See Investment Objective and Management Policies -
Risk Factors - Lower Rated Securities in the Fund's Statement
of Additional Information.
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.
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
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.
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 rates are likely to result in comparatively greater
brokerage commissions and 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 the
Fund's 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 or accounts are prepared to invest in, or
desire to dispose of, securities of the type in which the Fund
invests at the same time as the Fund, available investments or
opportunities for sales will be allocated equitably to each. 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 Howard Stein. Mr. Stein is Chairman of the Board and
Chief Executive Officer of The Dreyfus Corporation. Mr. Stein
also served as a Managing General Partner and President of the
Fund from January 1989 to August 1994. 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 through
a professional staff of portfolio managers and securities
analysts.
Under the terms of the Management Agreement, the Fund
has agreed to pay The Dreyfus Corporation a monthly 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. For the fiscal year ended
December 31, 1994, the Fund paid The Dreyfus Corporation a
monthly management fee at the effective annual rate of .75 of 1%
of the value of the Fund's average daily net assets pursuant to
an undertaking by The Dreyfus Corporation.
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.
From time to time, The Dreyfus Corporation may waive receipt of
its fees and/or voluntarily assume certain expenses of the Fund,
which would have the effect of lowering the Fund's overall
expense ratio and increasing yield to investors at the time such
amounts are waived or assumed, as the case may be. The Fund will
not pay The Dreyfus Corporation at a later time for any amounts
it may waive, nor will the Fund reimburse The Dreyfus
Corporation for any amounts it may assume. The Dreyfus
Corporation or its affiliates may pay certain entities,
including banks, an account fee and a fee in connection with the
servicing of Fund investors.
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 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, 90 Washington Street,
New York, New York 10286, is the Fund's Custodian.
How to Buy Fund Shares
You can purchase Fund shares through the
Distributor or certain financial institutions (which may include
banks), securities dealers and other industry professionals
(collectively, Service Agents ) that have entered into service
agreements with the Distributor. 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 includes 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 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#8900119373/Dreyfus Strategic Growth, L.P.,
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.
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 floor
of the New York Stock Exchange on any business day and
transmitted to the Distributor or its designee by the close of
its business day (normally 5:15 p.m., New York time) will be
based on the public offering price per share determined as of
the close of trading on the floor of the New York Stock Exchange
on that day. Otherwise, the orders will be based on the next
determined public offering price. It is the dealers
responsibility to transmit orders so that they will be received
by the Distributor or its designee before the close of its
business day.
The 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:
Sales Load
As a % of As a % of
offering price net asset value
Amount of Transaction per share per share
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
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 Dreyfus 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 24, 1994,
Dreyfus Service Corporation, a wholly-owned subsidiary of The
Dreyfus Corporation and the Fund's distributor during such
period, retained $1,111,127 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 clients 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 provide a
certified Taxpayer Identification Number ( 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 certain other funds advised
by The Dreyfus Corporation which are sold with a sales load, or
shares of certain other 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 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
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, please 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. 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. For a fund
organized as a partnership, you must execute the form of Power
of Attorney required for investment in such fund, and you will
be sent a copy of the Partnership Agreement. The ability to
issue exchange instructions by telephone is given to all
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 shareholders on the account or by, a separate signed
Shareholder Services Form, also available by calling
1-800-645-6561. If you have established the Telephone Exchange
Privilege, you may telephone exchange instructions by calling
1-800-221-4060 or, if you are calling from overseas, call
1-401-455-3306. See How to Redeem Fund'shares - Procedures.
Upon an exchange into a new account, the following investor
services and privileges, as applicable and where available, will
be automatically carried over to the fund into which the
exchange is made: Telephone Exchange Privilege, Dreyfus
TeleTransfer 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 or transfer 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 the investor s 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 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 Fund's
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 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 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 of $50) on either a monthly or quarterly
basis if you have a $5,000 minimum account. An application for
the Automatic Withdrawal Plan can be obtained by calling
1-800-645-6561. There is a service charge of 50 for each
withdrawal check. 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 Fund's
Statement of Additional Information. Dreyfus Dividend ACH
permits 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, from the Fund to a designated bank account. Only an
account maintained at a domestic financial institution which is
an Automated Clearing House member may be so designated. Banks
may charge a fee for this service.
For more information
concerning these privileges, or to request a Dividend Options
Form, please call toll free 1-800-645-6561. You may cancel these
privileges by mailing written notification to The Dreyfus Family
of Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671.
Enrollment in or cancellation of these privileges are 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 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.
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 toward Right of Accumulation benefits
described above may be used as a credit toward completion of the
Letter of Intent. However, the reduced sales load will be
applied only to new purchases.
The Transfer Agent will hold
in escrow 5% of the amount indicated in the Letter of Intent for
payment of a higher sales load if you do not purchase the full
amount indicated in the Letter of Intent. The escrow will be
released when you fulfill the terms of the Letter of Intent by
purchasing the specified amount. If your purchases qualify for a
further sales load reduction, the sales load will be adjusted to
reflect your total purchase at the end of 13 months. If total
purchases are less than the amount specified, you will be
requested to remit an amount equal to the difference between the
sales load actually paid and the sales load applicable to the
aggregate purchases actually made. If such remittance is not
received within 20 days, the Transfer Agent, as attorney-in-fact
pursuant to the terms of the Letter of Intent, will redeem an
appropriate number of 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 on the Fund's then-current
net asset value.
The Fund ordinarily will make payment for
all shares redeemed within seven days after receipt by the
Transfer Agent of a redemption request in proper form, except as
provided by the rules of the Securities and Exchange Commission.
However, if you have purchased Fund'shares by check, by Dreyfus
TeleTransfer Privilege or through Dreyfus-Automatic Asset
Builder and subsequently submit a written redemption request to
the Transfer Agent, the redemption proceeds will be transmitted
to you promptly upon bank clearance of your purchase check,
Dreyfus TeleTransfer purchase or Dreyfus-Automatic Asset Builder
order, which may take up to eight business days or more. In
addition, the Fund will reject requests to redeem shares
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
Fund'shares by using the regular redemption procedure through
the Transfer Agent or the Dreyfus TeleTransfer Privilege. Other
redemption procedures may be in effect for clients of certain
Service Agents. The Fund makes available to certain large
institutions the ability to issue redemption instructions
through compatible computer facilities.
In addition, the
Distributor or its designee will accept orders from dealers with
which it 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 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 exchange Fund'shares by telephone if you have checked
the appropriate box on the Fund's Account Application or have
filed a Shareholder Services Form with the Transfer Agent. If
you select the Dreyfus TeleTransfer Privilege or telephone
exchange privilege (which is granted automatically unless you
specifically 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 Dreyfus TeleTransfer
redemption or exchange of Fund'shares. In such cases, you should
consider using the other redemption procedures described herein.
Use of these other redemption procedures may result in your
redemption request being processed at a later time than it would
have been if Dreyfus TeleTransfer 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 a question 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. Each 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 only up to $250,000 within any 30-day period. The
Fund reserves the right to refuse any request made by telephone,
including requests made shortly after a change of address, and
may limit the amount involved or the number of such requests.
The Fund may modify or terminate this Privilege at any time or
charge a service fee upon notice to 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.
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 reissue 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 shareholder 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 shareholders with whom the Service
Agent has a Servicing relationship or for whom the Service Agent
is the dealer or holder of record. Each of the Distributor and
Dreyfus determine the amounts, if any, to be paid to Service
Agents under the Service Plan and the basis on which such
payments are made. The fees payable under the Service Plan are
payable without regard to actual expenses incurred.
The Fund
also bears the costs of preparing and printing prospectuses and
statements of additional information 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. Each
item for which a payment may be made under the Service Plan may
constitute an expense of distributing Fund'shares as the
Securities and Exchange Commission construes such term under
Rule 12b-1.
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 Income 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.
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 borrowing, repurchase
agreement, and options and futures transactions, may not be
appropriate for them. Effective January 1, 1994, income
allocable to shares of the Fund is no longer automatically
treated as unrelated business taxable income subject to taxation
as described above. Accordingly, investors placing shares of the
Fund in IRA, Keogh Plans and 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 may also 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.
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., 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. Indemnification is
limited to the assets of the Fund. In addition, Dreyfus 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 a Limited Partner, 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 result, 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 or 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 nor more than 90 days notice. The
Managing General Partners may determine who shall preside at
meetings of the Limited Partners.
Meetings of the Limited
Partners may be called by the Managing General Partners or upon
the request of the 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: (1) 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.
General Information
The Fund was organized as a limited partnership under the laws
of the State of Delaware on February 6, 1987, and commenced
operations on March 27, 1987. On June 29, 1992, the Fund changed
its name from Dreyfus Strategic Aggressive Investing, L.P. to
Dreyfus Strategic Growth, L.P.
From December 29, 1993 to
December 31, 1994, Osprey Funds Management, a Maryland Limited
Partnership, served as the Fund's sub-investment adviser. As of
January 1, 1995, The Dreyfus Corporation, the Fund's investment
adviser assumed the day-to-day management of the Fund's
investments.
The Partnership Agreement provides that the Fund
may admit an unlimited number of Limited Partners. The Fund has
9 Managing General Partners who supervise the Fund's activities
and review contracts with the companies with which the Fund does
business. 7 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.
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 Strategic
Growth, L.P. (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 Shares.
The Investor irrevocably consents to the
distribution to the Investor and to any other holder 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 of the Fund, without charge, at the net asset
value per Share.
<PAGE>
[This Page Intentionally Left Blank]
<PAGE>
DREYFUS STRATEGIC GROWTH, L.P.
(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 Strategic Growth, L.P. (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-11
Management Agreement . . . . . . . . . . . . . . . . . . . B-15
Purchase of Fund Shares . . . . . . . . . . . . . . . . . . B-17
Service Plan . . . . . . . . . . . . . . . . . . . . . . . B-18
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-26
Appendix . . . . . . . . . . . . . . . . . . . . . . . . . B-27
Financial Statements . . . . . . . . . . . . . . . . . . . B-30
Report of Independent Auditors . . . . . . . . . . . . . . B-42
Partnership Agreement . . . . . . . . . . . . . . . . . . . B-43
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Description of the Fund."
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% assets 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, cash equivalents or U.S. Government securities or
other high quality liquid debt securities as 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 replaces a borrowed security in connection with a
short sale, the Fund will: (a) maintain daily a segregated
account, containing cash or U.S. Government securities, at such
a level that (i) the amount deposited in the account plus the
amount deposited with the broker as collateral will equal the
current value of the security sold short and (ii) the amount
deposited in the segregated account plus the amount deposited
with the broker as collateral will not be less than the market
value of the security at the time it was sold short; or (b)
otherwise cover its short position.
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 be-
tween 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 stable 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 a
futures contract 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 its 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 % 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.
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 has directed the Manager to monitor carefully the
Fund's investment 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.
Repurchase Agreements. 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 one billion dollars or primary government securities dealers
reporting to the Federal Reserve Bank of New York, with respect
to securities of the type in which the Fund may invest, and will
require that additional securities be deposited with it if the
value of the securities purchased should decrease below resale
price. The Manager will monitor on an ongoing basis the value
of the collateral to assure that it always equals or exceeds the
repurchase price. The Fund will consider on an ongoing basis
the creditworthiness of the institutions, with which it enters
into repurchase agreements.
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 Pros-
pectus for a discussion of certain risks and "Appendix" for a
general description for 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 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 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 bonds 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 liability 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
Advisers will review carefully the credit and other
characteristics pertinent to such new issues.
Lower rated zero coupon securities and pay-in-kind bonds
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 8 as fundamental policies. These restrictions cannot be
changed without approval by the holders of a majority (as
defined in the Act) of the Fund's outstanding voting shares.
Investment restrictions numbered 9 through 16 are not
fundamental policies and may be changed by a vote of a majority
of the Managing General Partners at any time. The Fund may not:
1. 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.
2. 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.
3. 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.
4. Borrow money, except to the extent permitted under the
Act (which currently limits borrowings 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, forward contracts, futures contracts,
including those relating to indices, and options on
futures contracts or indices shall not constitute
borrowing.
5. 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.
6. 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..
7. Issue any senior security (as such term is determined
in Section 18(f) of the Act), except to the extent the
activities permitted in Investment Restriction Nos. 2,
4, 11 and 12 may be deemed to give rise to a senior
security.
8. Purchase securities on margin, but the Fund may make
margin deposits in connection with transactions in
options, forward contracts, futures contracts,
including those relating to indices, and options on
futures contracts or indices.
9. Purchase securities of any company having less than
three years' continuous operation (including
operations of any predecessor) 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.
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. 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.
12. Purchase, sell or write puts, calls or combinations
thereof, except as described in the Fund's Prospectus
and this Statement of Additional Information.
13. 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.
14. Invest in securities of other investment companies
except to the extent permitted under the Act.
15. 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.
16. Purchase warrants in excess of 5% of its net assets;
however, no more than 2% of the value of the Fund's
net assets may be invested in warrants which are not
listed on the New York or American Stock Exchange.
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 5%
restriction.
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.
While not fundamental policies, the Fund has undertaken to
comply with the following limitations for the purpose of
registering the Fund's shares for sale in certain states. The
Fund will: (a) not invest in oil, gas and other mineral leases,
(b) not invest in real estate limited partnerships, and (c)
consider as not readily marketable the securities of foreign
issuers which are not listed on a recognized domestic or foreign
exchange and for which a bona fide market does not exist at the
time of purchase or subsequent valuation.
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
GORDON J. DAVIS, Managing General Partner. Since October 1994,
Mr. Davis has been a senior partner with the law 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 25 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 10024.
*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 until December 31, 1994,
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 also is a Board member of 58
other funds in the Dreyfus Family of Funds. He is 53 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 21 other funds in the Dreyfus
Family of Funds. He is also a Board member of 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.
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.,
publishers. Mr. McCarthy is also a Board member of 11
other funds in the Dreyfus Family of Funds. He is 78 years
old and his address is P.O. Box 22, Woodville, Virginia
22749.
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,
Ms. Martin was a Visiting Fellow at the Institute of
Policy, Kennedy School of Government, Harvard University.
Ms. Martin is also a consultant to the international
accounting firm of Deloitte & Touche, and chairwoman of its
Council on the Advancement of Women and a director of Ryder
Systems Incorporated, a transportation company. 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. Ms. Martin also is a director of Harcourt
General Corporation, a publishing, insurance, and retailing
company, 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
53 years old and her address is 3750 Lake Shore Drive,
Chicago, Illinois 60613.
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
investment 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, he has served
as 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
Park 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 Joseph
S. DiMartino and Anne Wexler, were elected at a meeting of
Partners held on August 3, 1994. No further meetings of
Partners of the Fund 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)
Total
Compensation
(3) Fund and Fund
Pension or (4) Complex Paid to
(1) (2) Retirement Benefits Estimated Annual Board Member
Name of Board Aggregate Compensation Accrued as Part of Benefits Upon for the 1994
Member from Fund Fund's Expenses Retirement Calendar Year
<S> <C> <C> <C> <C>
Gordon J. Davis $3,500 none none $29,602
Joseph S. DiMartino** $ 0 none none $ 0
David P. Feldman $3,250 none none $85,631
Eugene McCarthy $3,500 none none $29,403
Lynn Martin $3,250 none none $26,852
Daniel Rose $3,250 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
___________________________
</TABLE>
* Amount does not include reimbursed expenses for attending
Board meetings which amounted to $602 for all trustees as a
group.
** Mr. DiMartino recently became a Board member of 58 other
funds in the Dreyfus Family of Funds and he is expected to
be proposed for election as a 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,
aggregate compensation of at lease $445,000 for the year
ending December 31, 1995.
Officers of the Fund Not Listed Above
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.
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.
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.
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 and an officer of other investment
companies advised or administered by the Manager. From
March 1992 to July 1994, she was a Compliance Officer for
The 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.
Marshall & Ilsley Trust Company, 1000 North Water Street, 12th
Floor, Milwaukee, Wisconsin, 53202-3197 owned 6.7%, 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 "Management Agreement") dated August
24, 1994 between The Dreyfus Corporation and the Fund.
Previously, The Dreyfus Corporation supervised the investment
management of the Fund's portfolio pursuant to a Management
Agreement dated December 29, 1993, as amended August 24, 1994,
between The Dreyfus Corporation and the Fund. The Management
Agreement 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 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 the Act) of the Fund or
The Dreyfus Corporation, by vote cast in person at a meeting
called for the purpose of voting on such approval. The Managing
General Partners, including a majority of the Managing General
Partners who are not "interested persons" of any party to the
Management Agreement, last approved the Management Agreement at
a meeting held on November 7, 1994. Investors approved the
Management Agreement on August 3, 1994. The Management
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 shares, or, on not less than 90
days' notice, by The Dreyfus Corporation. The Management
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; Robert E. Riley, President, Chief Operating
Officer and a director; W. Keith Smith, Vice Chairman of the
Board; 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--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 investment 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 managers are Howard Stein and Wolodymyr
Wronskyj. The Manager also maintains 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.
The Manager maintains office facilities on behalf of the
Fund, and furnishes statistical and research data, clerical
help, accounting, data processing, bookkeeping and internal
auditing and certain other required services to the Fund. The
Manager also may make such advertising and promotional
expenditures using its own resources, as it from time to time
deems appropriate.
All expenses incurred in the operation of the Fund are
borne by the Fund, except to the extent specifically assumed by
the Manager. The expenses borne by the Fund include: taxes,
interest, 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 or its affiliates, 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
independent pricing services, costs of maintaining the Fund's
existence, costs attributable to investor services (including,
without limitation, and personnel expenses), costs of preparing,
printing and distributing certain prospectuses and statements of
additional information, costs of investors' reports and
meetings, costs of implementing and operating the Fund's Service
Plan and any extraordinary expenses.
Under the Management Agreement, 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. The
management fees payable by the Fund for the fiscal years ended
December 31, 1992, 1993 and 1994 were $396,412, $322,015 and
$556,411, respectively. For the fiscal years 1992 and 1993,
these fees were reduced by $34,768 and $27,775, respectively, as
a result of the expense limitation provisions of the Management
Agreement and undertakings by the Manager, resulting in net
management fees paid of $361,644 in fiscal 1992 and $294,240 in
fiscal 1993.
The Manager has agreed that if in any fiscal year the
aggregate expenses of the Fund, exclusive of interest, taxes,
brokerage 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 Manager will
bear the 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.
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, the
payment for purchase of Fund shares must be drawn on, and
redemption proceeds paid to, the same bank and account as are
designated on the Account Application or Shareholder Services
Form on file. If the proceeds of a particular redemption are to
be wired to an account at any other bank, the request must be in
writing and signature-guaranteed. See "Redemption of Fund
Shares--Dreyfus TeleTransfer Privilege."
Sales Loads. The schedule 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 $39.37
Sales load, 3.0 % of offering price
(approximately 3.1 % of net asset value per share) 1.22
Offering price to public $40.59
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 approved on November 7, 1994 and 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 payable by the Fund was
$97,988, of which $72,106 was payable to Dreyfus for advertising
marketing and distributing the funds shares and for servicing
fund investor accounts, $16,734 was reimbursed to the
Distributor for payments made to Service Agents and $9,148 was
payable by the Fund for preparing, printing and distributing
prospectuses and statements of additional information and for
costs associated with implementing and operating the Plan.
Prior Service Plan. As of August 24, 1994, the Fund
terminated its then existing Service Plan, which provided for
payments to be made to Dreyfus Service Corporation, a wholly-
owned subsidiary of the Manager and the Fund's distributor prior
to such date, for advertising, marketing and distributing the
Fund's shares and for servicing investors accounts at an annual
rate of .25% of the value of the Fund's average daily net
assets. For the period from January 1, 1994 through August 23,
1994, the total amount charged to the Fund under such plan was
$106,446 of which $96,631 was charged for advertising, marketing
and servicing the Fund's shares and $9,815 was charged for
preparing, printing and distributing prospectuses and statements
of additional information and operating the plan.
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 investors. 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 IRAs 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 a
$2,500 investment 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 describe 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 accounts fall
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 make between
IRA accounts and from regular accounts to IRA accounts, but not
from IRA accounts to regular accounts. With respect to all
other retirement accounts, exchanges may be made only among
those accounts.
Fund Exchanges and the Dreyfus Auto-Exchange Privilege are
available to 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 the 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 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. 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. 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 may not take place
contemporaneously with the determination of prices of some
portfolio securities.
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 such an investor's 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 Manager's fee is not
reduced as a consequence of the receipt of such supplemental
information. Such information may be useful to the Manager in
serving both the Fund and other funds or accounts 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, and 1993 and 1994, the Fund paid total
brokerage commissions of $279,216, $293,548 and $529,184,
respectively. These amounts do not include gross spreads and
concessions in connection with principal transactions which,
where determinable, totalled $287,308, $628,917 and $74,132 for
the fiscal years ended December 31, 1992, 1993 and 1994,
respectively. None of the aforementioned amounts were paid to
the Distributor.
PERFORMANCE INFORMATION
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Performance Information."
The Fund's average annual total return for the 1, 5 and
7.767 year periods ended December 31, 1994 was -.08%, 5.39% and
12.79%, 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 March 27, 1987
to December 31, 1994, based on maximum offering price per share,
was 154.66%. Based on net asset value per share, the Fund's
total return was 162.47% 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.
<PAGE>
APPENDIX
Description of Standard & Poor's Corporation ("S&P") and
Moody's Investors Service, 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 con-
ditions 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 bonds. 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, which is used to show relative standing
within the major rating categories, except in the AAA (Prime
Grade) category.
Commercial Paper Rating
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 sug-
gest 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 charac-
teristics 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>
<CAPTION>
DREYFUS STRATEGIC GROWTH, L.P.
STATEMENT OF INVESTMENTS DECEMBER 31, 1994
COMMON STOCKS--21.7% SHARES VALUE
<S> <C> <C>
------------- -------------
CONSUMER DURABLES--2.6% Cavalier Homes 21,700 $ 235,987
Chrysler............................... 10,000 490,000
General Motors......................... 20,000 845,000
Leggett & Platt........................ 25,000 875,000
Shaw Industries........................ 10,000 148,750
-------------
2,594,737
-------------
CONSUMER
NON-DURABLES--1.3% Chic by H.I.S.......................... (a) 25,000 237,500
Reebok International................... 26,000 1,027,000
-------------
1,264,500
-------------
CONSUMER SERVICES--1.7% Cedar Fair, L.P 50,000 1,475,000
Renaissance Communications............. 7,500 208,125
-------------
1,683,125
-------------
ENERGY--.6% Camco International 33,000 622,875
-------------
FINANCE--4.2% Allied Group 15,000 371,250
First Colony........................... 80,000 1,790,000
FirstFed Michigan...................... 20,000 410,000
Frontier Insurance Group............... 30,000 656,250
Salomon................................ 10,000 375,000
20th Century Industries................ 50,000 525,000
-------------
4,127,500
-------------
HEALTH CARE--2.3% Bard (C.R.) 10,000 270,000
McKesson............................... 10,000 326,250
National Health Laboratories Holdings... 10,000 132,500
Physician Corp. of America........... (a) 60,000 1,230,000
Unilab............................... (a) 80,000 320,000
-------------
2,278,750
-------------
PROCESS INDUSTRIES--1.6% Longview Fibre 45,000 708,750
Temple-Inland.......................... 20,000 902,500
-------------
1,611,250
-------------
PRODUCER
MANUFACTURING--1.6% Mark IV Industries..................... 50,000 987,500
Pentair................................ 14,000 591,500
-------------
1,579,000
-------------
RETAIL TRADE--1.5% Fay's 15,000 97,500
Federated Department Stores.......... (a) 25,000 481,250
Government Technology Services....... (a) 55,000 591,250
House of Fabrics..................... (a) 100,000 112,500
Perry Drug Stores.................... (a) 13,000 143,000
-------------
1,425,500
-------------
DREYFUS STRATEGIC GROWTH, L.P.
STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1994
COMMON STOCKS (CONTINUED) SHARES VALUE
------------- -------------
TECHNOLOGY--1.3% JetForm (a) 10,000 $ 72,500
Microsoft............................ (a) 20,000 1,222,500
-------------
1,295,000
-------------
TRANSPORTATION--3.0% American President Cos 40,000 1,010,000
CSX.................................... 15,000 1,044,375
Overseas Shipholding Group............. 40,000 920,000
-------------
2,974,375
-------------
TOTAL COMMON STOCKS
(cost $22,100,951)................... $21,456,612
</TABLE>
<TABLE>
=============
<CAPTION>
PRINCIPAL
SHORT-TERM INVESTMENTS--74.4% AMOUNT
<S> <C> <C>
-------------
U.S. TREASURY BILLS: 4.75%, 1/5/95 (b) $15,774,000 $15,765,668
4.98%, 1/12/95......................... 7,667,000 7,655,334
5.01%, 1/19/95....................... (b) 11,063,000 11,035,273
5.15%, 2/2/95.......................... 2,342,000 2,331,279
5.18%, 3/2/95.......................... 169,000 167,541
5.37%, 3/16/95....................... (c) 36,028,000 35,630,311
5.35%, 3/23/95......................... 1,040,000 1,027,481
-------------
TOTAL SHORT-TERM INVESTMENTS
(cost $73,612,887)................... $73,612,887
=============
TOTAL INVESTMENTS (cost $95,713,838)........................................ 96.1% $95,069,499
====== =============
CASH AND RECEIVABLES (NET) ......................................... 3.9% $ 3,824,210
====== =============
NET ASSETS.................................................................. 100.0% $98,893,709
</TABLE>
NOTES TO STATEMENT OF INVESTMENTS:
(a) Non-income producing.
(b) Partially held by broker as collateral for open short
positions.
(c) Partially held by the custodian in a segregated account
as collateral for open financial futures positions.
<TABLE>
<CAPTION>
STATEMENT OF FINANCIAL FUTURES DECEMBER 31,1994
MARKET VALUE UNREALIZED
NUMBER OF COVERED APPRECIATION
FINANCIAL FUTURES SOLD SHORT CONTRACTS BY CONTRACTS EXPIRATION AT 12/31/94
- -------------------------------- ------------ -------------- ------------- -------------
<S> <C> <C> <C> <C>
Standard & Poor's 500........................ 108 ($24,912,900) March '95 $86,591
==========
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS STRATEGIC GROWTH, L.P.
STATEMENT OF SECURITIES SOLD SHORT DECEMBER 31, 1994
COMMON STOCKS SHARES VALUE
<S> <C> <C>
------- -------------
Advanced Micro Devices...................................................... 25,000 $ 621,875
American Express............................................................ 5,000 147,500
Applied Materials........................................................... 20,000 845,000
Caremark International...................................................... 40,000 685,000
Caterpillar................................................................. 5,000 275,625
Cerner...................................................................... 2,000 88,250
Circus Circus Enterprises................................................... 10,000 232,500
Cobra Golf.................................................................. 30,000 1,072,500
Columbia/HCA Healthcare..................................................... 20,000 730,000
Compaq Computer............................................................. 5,000 197,500
Computer Associates International........................................... 5,000 242,500
Conrail..................................................................... 5,000 252,500
Cracker Barrel Old Country Store............................................ 40,000 740,000
Dresser Industries.......................................................... 10,000 188,750
EMC......................................................................... 10,000 216,250
FHP International........................................................... 5,000 128,750
FMC......................................................................... 5,000 288,750
Hasbro...................................................................... 5,000 146,250
HEALTHSOUTH Rehabilitation.................................................. 5,000 185,000
Illinois Tool Works......................................................... 5,000 218,750
Mentor Graphics............................................................. 10,000 152,500
Microsoft................................................................... 2,500 152,812
Molten Metal Technology..................................................... 12,500 203,125
Motorola.................................................................... 5,000 289,375
National Gaming............................................................. 2,000 24,000
Oracle Systems.............................................................. 2,000 88,250
Oxford Health Plans......................................................... 20,000 1,585,000
PacifiCare Health Systems, Cl. B............................................ 10,000 660,000
Quantum Health Resources.................................................... 15,000 431,250
Schwab (Charles)............................................................ 10,000 348,750
Scientific-Atlanta.......................................................... 5,000 105,000
Sequent Computer Systems.................................................... 5,000 98,750
Southland................................................................... 50,000 225,000
Sports & Recreation......................................................... 22,500 579,375
Symbol Technologies......................................................... 5,000 154,375
U.S. HealthCare............................................................. 5,000 206,250
United Healthcare........................................................... 5,000 225,625
Varity...................................................................... 10,000 362,500
-------------
TOTAL SECURITES SOLD SHORT
(proceeds $12,747,227).................................................. $13,395,187
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS STRATEGIC GROWTH, L.P.
STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 1994
ASSETS:
<S> <C> <C>
Investments in securities, at value
(cost $95,713,838)_see statement...................................... $ 95,069,499
Cash.................................................................... 74,492
Receivable from brokers for proceeds on securities sold short........... 12,747,227
Receivable for investment securities sold............................... 6,183,666
Dividends and interest receivable....................................... 93,328
Receivable for futures variation margin_Note 4(a)....................... 86,591
Receivable for shares of Partnership Interest sold...................... 19,399
Prepaid expenses........................................................ 25,124
--------------
114,299,326
LIABILITIES:
Due to The Dreyfus Corporation.......................................... $ 63,818
Due to Distributor...................................................... 21,273
Securities sold short, at value
(proceeds $12,747,227)_see statement.................................. 13,395,187
Payable for investment securities purchased............................. 1,518,890
Payable for shares of Partnership Interest redeemed..................... 254,298
Loan commitment fees and interest payable............................... 6,086
Accrued expenses........................................................ 146,065 15,405,617
------------- --------------
NET ASSETS ................................................................ $ 98,893,709
==============
REPRESENTED BY:
Paid-in capital......................................................... $ 62,180,631
Accumulated undistributed investment income_net......................... 14,195,798
Accumulated undistributed net realized gain on investments and
foreign currency transactions......................................... 23,722,988
Accumulated net unrealized depreciation on investments and securities sold
short (including $86,591 net unrealized appreciation on financial
futures)_Note 4(b).................................................... (1,205,708)
--------------
NET ASSETS at value applicable to 2,512,129 outstanding shares of
Partnership Interest, equivalent to $39.37 per share
(unlimited number of Limited Partners).................................. $ 98,893,709
</TABLE>
==============
See notes to financial statements.
<TABLE>
DREYFUS STRATEGIC GROWTH, L.P.
STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1994
INVESTMENT INCOME:
INCOME:
<S> <C> <C>
Interest.............................................................. $ 2,470,764
Cash dividends (net of $7,806 foreign taxes withheld at source)....... 342,296
------------
TOTAL INCOME...................................................... $ 2,813,060
EXPENSES:
Management fee_Note 3(a).............................................. 556,411
Investor servicing costs_Note 3(b).................................... 290,005
Professional fees..................................................... 81,352
Dividends on securities sold short.................................... 79,317
Prospectus and investors' reports_Note 3(b)........................... 66,182
Loan commitment fees and interest expense_Note 2...................... 37,318
Custodian fees........................................................ 35,708
Managing General Partners' fees and expenses_Note 3(c)................ 26,428
Registration fees..................................................... 25,614
Miscellaneous......................................................... 1,914
------------
TOTAL EXPENSES.................................................... 1,200,249
------------
INVESTMENT INCOME--NET............................................ 1,612,811
------------
REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments_Note 4(a):
Long transactions (including options transactions and
foreign currency transactions).................................... $(2,020,684)
Short sale transactions............................................... 1,126,186
Net realized (loss) on forward currency exchange contracts_Note 4(a):
Long transactions..................................................... (546,537)
Short transactions.................................................... (145,207)
Net realized gain on financial futures_Note 4(a):
Long transactions..................................................... 673,555
Short transactions.................................................... 2,525,630
------------
NET REALIZED GAIN..................................................... 1,612,943
Net unrealized (depreciation) on investments (including options transactions), foreign
currency transactions, forward currency exchange contracts and securities sold
short (including $122,841 net unrealized appreciation on financial futures) (3,309,863)
------------
NET REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS................. (1,696,920)
------------
NET (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS...................... $ (84,109)
</TABLE>
============
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS STRATEGIC GROWTH, L.P.
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31,
-------------------------------
1993 1994
<S> <C> <C>
OPERATIONS:
Investment income_net................................................... $ 338,723 $ 1,612,811
Net realized gain on investments........................................ 5,737,378 1,612,943
Net unrealized appreciation (depreciation) on investments for the year.. 3,373,357 (3,309,863)
------------- -------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS....... 9,449,458 (84,109)
------------- -------------
PARTNERSHIP INTEREST TRANSACTIONS:
Net proceeds from shares sold........................................... 3,226,194 72,386,547
Cost of shares redeemed................................................. (12,043,177) (18,806,148)
------------- -------------
INCREASE (DECREASE) IN NET ASSETS FROM PARTNERSHIP INTEREST TRANSACTIONS (8,816,983) 53,580,399
------------- -------------
TOTAL INCREASE IN NET ASSETS...................................... 632,475 53,496,290
NET ASSETS:
Beginning of year....................................................... 44,764,944 45,397,419
------------- -------------
End of year (including undistributed investment income_net:
$12,582,987 in 1993 and $14,195,798 in 1994).......................... $45,397,419 $98,893,709
============ =============
SHARES SHARES
------------- -------------
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................. 93,622 1,799,462
Shares redeemed......................................................... (367,091) (475,280)
------------- -------------
NET INCREASE (DECREASE) IN SHARES OUTSTANDING......................... (273,469) 1,324,182
</TABLE>
FINANCIAL HIGHLIGHTS
Reference is made to page 3 of the Prospectus.
See notes to financial statements.
DREYFUS STRATEGIC GROWTH, L.P.
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. The Dreyfus Corporation ("Manager") serves as the Fund's
investment adviser. Osprey Funds
Management, a Maryland Limited Partnership ("Osprey") serves as
the Fund's sub-investment adviser. Effective January 1, 1995,
Osprey, will no longer
serve as the Fund's sub-investment adviser. As of such date, the
Manager will assume the day-to-day management of the Fund's
investments. 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 30,207 shares. Dreyfus Service Corporation and Dreyfus
Partnership Management, Inc. are wholly-owned subsidiaries of the
Manager. Efective
August 24, 1994, the Manager became a direct subsidiary of Mellon
Bank, N.A.
On August 24, 1994, Premier Mutual Fund Services, Inc. (the
"Distributor") was engaged as the Fund's distributor. The
Distributor,
located at One Exchange Place, Boston, Massachusetts 02109, is a
wholly-owned
subsidiary of Institutional Administration Services, Inc., a
provider of
mutual fund administration services, the parent company of which
is Boston Institutional Group, Inc.
(A) PORTFOLIO VALUATION: Investments in securities (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) FOREIGN CURRENCY TRANSACTIONS: The Fund does not isolate
that portion
of the results of operations resulting from changes in foreign
exchange rates
on investments from the fluctuations arising from changes in
market prices of
securities held. Such fluctuations are included with the net
realized and unrealized gain or loss from investments.
Reported net realized foreign exchange gains or losses arise
from sales and maturities of short-term securities, sales of
foreign currencies, currency gains or losses realized on
securities transactions, the difference
between the amounts of dividends, interest and foreign
withholding taxes recorded on the Fund's books, and the U.S.
dollar equivalent of the amounts
actually received or paid. Net unrealized foreign exchange gains
and losses arise from changes in the value of assets and
liabilities at fiscal year end,
resulting from changes in exchange rates.
(C) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain
and loss from securities transactions are recorded on the
identified cost basis. Dividend
income is recognized on the ex-dividend date and interest income,
including, where applicable, amortization of discount on
investments, is recognized on the accrual basis.
(D) DISTRIBUTIONS TO INVESTORS: Distributions from investment
income-net and distributions from net realized capital gains may
be allocated and paid annually after the end of the year in which
earned.
(E) 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.
DREYFUS STRATEGIC GROWTH, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--BANK LINE OF CREDIT:
Effective December 1, 1994, in accordance with an agreement
with a bank, the Fund may borrow up to $25 million under a
short-term unsecured line of credit. In connection therewith, the
Fund has agreed to pay commitment fees
at an annual rate of .125 of 1% on the total line of credit.
Prior to December 1, 1994, in accordance with an agreement with a
bank, the Fund could borrow up to $10 million under a short-term
unsecured line of credit.
Interest on borrowings is charged at rates which are related to
Federal Funds rates in effect from time to time.
At December 31, 1994, there were no outstanding borrowings
under the line of credit.
The average daily amount of short-term debt outstanding
during the year ended December 31, 1994 was approximately
$556,000, with a related weighted
average annualized interest rate of 6.22%. The maximum amount
borrowed at any time during the year ended December 31, 1994 was
$10 million.
NOTE 3--INVESTMENT ADVISORY FEE, SUB-INVESTMENT ADVISORY 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 Manager and Osprey have agreed that if in
any full year the Fund's aggregate expenses,
exclusive of taxes, brokerage, interest on borrowings (which, in
the view of Stroock & Stroock & Lavan, counsel to the Fund, also
contemplates loan commitment fees and dividends and interest
accrued on securities sold short), and extraordinary expenses,
exceed the expense limitation of any state having
jurisdiction over the Fund, the Manager and Osprey will bear the
excess expense in proportion to their management fee and
sub-investment advisory fee to the extent required by state law.
The most stringent state expense
limitation applicable to the Fund presently 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.
Pursuant to a Sub-Investment Advisory Agreement between the
Manager and Osprey, the sub-investment advisory fee is payable
monthly by the Manager and computed on the average daily value of
the Fund's net assets at the following annual rates:
AVERAGE NET ASSETS OSPREY
----------------------- -----------
0 up to $25 million.............. .15 of 1%
$25 up to $75 million.. ..... .25 of 1%
$75 up to $200 million...... .30 of 1%
$200 up to $300 million........ .35 of 1%
in excess of $300 million... .375 of 1%
The Distributor retained $1,111,127 during the year ended
December 31, 1994 from commissions earned on sales of Fund
shares.
DREYFUS STRATEGIC GROWTH, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(B) On August 3, 1994, Fund investors 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 third parties 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 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 Servicing 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 net assets for any
full year.
Prior to August 24, 1994, the Fund's Service Plan ("prior
Service Plan") provided that the Fund pay the Dreyfus Service
Corporation at an annual rate
of .25 of 1% of the value of the Fund's average daily net assets,
for costs and expenses in connection with advertising, marketing
and distributing the
Fund's shares and for servicing 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 Agent. The
Prior Service
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.
During the year ended December 31, 1994, $97,988 was charged
to the Fund pursuant to the Plan and $106,446 was charged
pursuant to the prior Service Plan.
(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
Investment Adviser 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, forward currency exchange
contracts and options transactions, during the year ended
December 31, 1994:
PURCHASES SALES
---------------- -----------------
Long
transactions $ 73,306,252 $ 70,783,831
Short sale
transactions. 68,803,950 81,124,174
TOTAL..... $142,110,202 $151,908,005
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
DREYFUS STRATEGIC GROWTH, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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.
When executing forward currency exchange contracts, the Fund
is obligated to buy or sell a foreign currency at a specified
rate on a certain date in
the future. With respect to sales of forward currency exchange
contracts, the
Fund would incur a loss if the value of the contract increases
between the
date the forward contract is opened and the date the forward
contract is
closed. The Fund realizes a gain if the value of the contract
decreases
between those dates. With respect to purchases of forward
currency exchange
contracts, the Fund would incur a loss if the value of the
contract decreases
between the date the forward contract is opened and the date the
forward
contract is closed. The Fund realizes a gain if the value of the
contract
increases between those dates. At December 31, 1994, there were
no forward
currency exchange contracts outstanding.
In addition, the following table summarizes the Fund's
call/put options written transactions for the year ended December
31, 1994:
<TABLE>
<CAPTION>
OPTIONS TERMINATED
NET
NUMBER OF PREMIUMS REALIZED
CONTRACTS RECEIVED COST GAIN
<S> <C> <C> <C> <C>
OPTIONS WRITTEN:
Contracts outstanding
December 31, 1993..... 11 $ 322,414
Contracts written. 39,086 680,392 --------------
39,097 1,002,806
- ------------ --------------
Contracts Terminated:
Closed.............. 14,435 677,761 $414,849 $262,912
Expired..... 24,662 325,045 ---_ 325,045
Total contracts
terminated..... 39,097 1,002,806 $414,849 $587,957
--- -------------- ========== ============
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
premium, 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.
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 premium, 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.
DREYFUS STRATEGIC GROWTH, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The Fund is engaged in trading 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
unrealized
gains inherent in such investments that are recognized in the
statement of
assets and liabilities. At December 31, 1994, there were no
restricted options outstanding.
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.
(B) At December 31, 1994, accumulated net unrealized
depreciation on
investments was $1,205,708, consisting of $1,427,892 gross
unrealized
appreciation and $2,633,600 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 STRATEGIC GROWTH, L.P.
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
INVESTORS AND MANAGING GENERAL PARTNERS
DREYFUS STRATEGIC GROWTH, L.P.
We have audited the accompanying statement of assets and
liabilities of
Dreyfus Strategic Growth, 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 Strategic Growth, L.P. at December 31, 1994,
the results
of its operations for the year then ended, the changes in its net
assets for
each of the two years in the period then ended, and the financial
highlights
for each of the indicated years, in conformity with generally
accepted accounting principles.
Ernst & Young LLP
New York, New York
February 2, 1995
<PAGE>
DREYFUS STRATEGIC GROWTH, L.P.
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 March 27,
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 2, 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.
(5)(a) Management Agreement.
(5)(b) Sub-Investment Advisory 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 The Registration
Statement
on Form N-1A, filed February 9, 1987.
(15) Service Plan.
(16) Schedules of Computation of Performance Data is
incorporated by reference to Exhibit (16) of Post-Effective
Amendment No.
13 to the Registration Statement on Form N-1A, filed on February
28, 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 7,107
Item 27. Indemnification
_______ _______________
The Statement as to the general effect of any contract,
arrangements or statute under which a director, officer,
underwriter or affiliated person of the Registrant is
insured or indemnified in any manner against any liability which
may
be incurred in such capacity, other than insurance provided by
any director, officer, affiliated person or underwriter for their
own
protection, is incorporated by reference to Item 4 of Part II of
Pre-Effective Amendment No. 1 to the Registration Statement on
Form
N-1A, filed on March 25, 1987.
Reference is also made to the Distribution Agreement
filed herewith as Exhibit (6)(a).
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.
<PAGE>
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
<PAGE>
(b)
<TABLE>
<S> <C> <C>
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
Joseph F. Tower, III+ Senior Vice President, Treasurer Assistant
and Chief Financial Officer Treasurer
John E. Pelletier+ Senior Vice President, General Vice President
Counsel, Secretary and Clerk and Secretary
Frederick C. Dey++ Senior Vice President Vice President
and Assistant
Treasurer
Eric B. Fischman++ Vice President and Associate Vice President
General Counsel and Assistant
Secretary
Lynn H. Johnson+ Vice President None
Ruth D. Leibert++ Assistant Vice President Assistant
Secretary
Paul D. Furcinito++ Assistant Vice President Assistant
Secretary
Paul Prescott+ Assistant Vice President None
Leslie M. Gaynor+ Assistant Treasurer None
Mary Nelson+ Assistant Treasurer None
John J. Pyburn++ Vice President Assistant
Treasurer
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
</TABLE>
_______________________________
+ Principal business address is One Exchange Place, Boston,
Massachusetts 02109.
++ Principal business address is 200 Park Avenue, New York, New
York 10166.
<PAGE>
Item 30. Location of Accounts and Records
--------------------------------
1. The Shareholder Service 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 purposes of
voting upon the question of removal of a director or directors
when requested in writing to do so by the holders of at least 10%
of the Registrant's outstanding shares of common stock and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communications.
(2) To furnish each person to whom a prospectus is
delivered with a copy of the Fund's latest Annual Report to
Shareholders, upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the
Investment Company Act of 1940, the Registrant has duly caused
this
Amendment to the Registration Statement to be signed on its
behalf by the
undersigned, thereunto duly authorized, in the City of New York,
and State of New York on the 28th day of February, 1995.
DREYFUS STRATEGIC GROWTH, L.P.
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.
<TABLE>
Signatures Title Date
________________________
<S> <C> <C>
/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
</TABLE>
*BY: /s/ Eric B. Fischman
_____________________
Eric B. Fischman,
Attorney-in-Fact
<PAGE>
DREYFUS STRATEGIC GROWTH, L.P.
Post-Effective Amendment No. 16 to
Registration Statement on Form N-1A under
the Securities Act of 1933 and
the Investment Company Act of 1940
EXHIBITS
<PAGE>
INDEX TO EXHIBITS
(1) Agreement of Limited Partnership
(5)(a) Management Agreement.
(5)(b) Sub-Investment Advisory Agreement.
(6)(a) Distribution Agreement.
(6)(b) Forms of Service Agreements.
(8)(a) 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
<PAGE>
Exhibit 1
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
DREYFUS STRATEGIC GROWTH, L.P.
This AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP (hereinafter as it may from time to time be amended
the "Agreement") has been executed and delivered by and among the
General Partners and Limited Partners (collectively the
"Partners") hereinafter named for the purpose of organizing
Dreyfus Strategic Growth, L.P., a Delaware Limited Partnership,
pursuant to the Delaware Revised Uniform Limited Partnership Act
(the "Partnership Act"). The limited partnership shall exist as
of the date of filing of a Certificate of Limited Partnership for
the Partnership in the Office of the Secretary of State of
Delaware (the "Certificate"), upon the following terms and
conditions:
I. NAME.
The name of the limited partnership is Dreyfus
Strategic Growth, L.P. (the "Fund").
II. CHARACTER OF BUSINESS OF FUND: INVESTMENT OBJECTIVES,
OPERATING POLICY AND INVESTMENT AND OPERATING LIMITATIONS.
(a) Investment Objective. The business of the Fund
shall be to invest and reinvest its assets with the objective of
realizing capital growth. The Fund will seek to accomplish its
objective by investing in common stocks of domestic issuers, as
well as securities of foreign companies and foreign governments.
Investments also may be made in convertible securities, warrants,
preferred stocks and debt securities under certain market
conditions. In addition to usual investment practices, the Fund
may use speculative investment techniques such as short-selling,
leveraging and options transactions, and also may engage in
commodity transactions.
(b) Operating Policy and Powers. The Fund will
operate as a diversified, open-end investment company under the
Investment Company Act of 1940, as amended (the "1940 Act").
Subject to the Fund's operating policies and investment
and operating limitations as set forth in the Fund's Prospectus
and Statement of Additional Information relating to the offer and
sale of Shares (as hereinafter defined) as in effect from time to
time (the "Prospectus"), the Fund is authorized and empowered to
do any and all acts necessary in pursuit of its objective and to
carry out the business of the Fund, including, without
limitation, the following:
1. To invest and trade in securities and
commodity contracts and to invest and trade in and to
write options on securities and commodity contracts
consistent with its investment objective.
2. To engage personnel and professional advisers,
and do such other acts and incur such other expenses on behalf of
the Fund as may be necessary or
advisable in connection with the conduct of Fund
affairs.
3. To open, maintain and close accounts with
brokers and dealers, and to pay the customary fees and
charges applicable to transactions in all such
accounts.
4. To open, maintain and close bank accounts and
to draw checks and other orders for the payment of
money.
5. To make and execute all contracts,
certificates and other legal documents relating to the
Fund's business or organization.
6. To borrow money and pledge assets of the Fund
to secure borrowings, consistent with its investment
objective.
7. To employ one or more investment advisers for
the Fund to supervise the Fund's investments and to
administer the affairs of the Fund.
8. To loan portfolio securities in accordance
with the policies of the Securities and Exchange
Commission with respect to the loaning of securities by
investment companies under the 1940 Act.
9. To exercise any and all other powers which may
be necessary to implement the foregoing purposes,
policies and powers of the Fund including those granted
to limited partnerships under the Partnership Act.
(c) Investment and Operating Limitations. The Fund
is authorized to follow its investment objective and restrictions
as stated in its then current Prospectus.
III. PLACE OF BUSINESS.
The principal place of business of the Fund shall be
located at 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144. The Managing General Partners (as hereinafter
defined) may from time to time change the location of the Fund's
principal place of business and establish additional places of
business as they may deem necessary or desirable for the conduct
of the Fund's business.
IV. CAPITAL CONTRIBUTIONS.
(a) General Partners' Contributions.
(1) Each of the initial Managing General Partners
has purchased the number of Shares (as hereinafter
defined) and has contributed the amount in cash to the
Fund set forth on Schedule "A" to this Agreement and
incorporated herein by this reference.
(2) The Non-Managing General Partner (as
hereinafter defined) shall, from time to time, in its
capacity as such Non-Managing General Partner purchase
that number of Shares which, when added to all of the
Shares owned by the Managing General Partners, shall at
all times be not less than one percent of the total
outstanding Shares of the Fund. For as long as any
Non-Managing General Partner retains its status as
such, it shall not sell, assign or redeem Shares held
by it in its capacity as a Non-Managing General
Partner, or accept distributions in cash or property in
respect of its Shares, if the Shares held by all of the
General Partners in such capacity, including the Non-
Managing General Partner, would thereby constitute less
than one percent of the Fund's total outstanding
Shares. Notwithstanding anything to the contrary that
may be expressed or implied herein, the interests of
all the General Partners, taken together, in each
material item of Fund income, gain, loss, deduction or
credit shall be equal to at least one percent of each
such item at all times during the existence of the
Fund. In determining the General Partners' interests
in such items, Shares owned by the General Partners in
the capacity of Limited Partners shall not be taken
into account.
(b) Limited Partners' Contributions. The Initial
Limited Partner has purchased the number of Shares set forth on
Schedule "A" and has contributed $15.00 in cash to the Fund for
each such Share purchased. Subsequently admitted Limited
Partners will contribute, with respect to each Share purchased,
the net asset value thereof, as determined pursuant to
Section IV(e) hereof. (The Initial Limited Partner and all
subsequently admitted Limited Partners, for so long as each shall
remain a limited partner, are herein collectively referred to as
"Limited Partners" and individually as a "Limited Partner.")
(c) Shares of Partnership Interest. All interests in
the Fund, including interests issued in respect of contributions
by the General Partners and Limited Partners pursuant to
subsections (a) and (b) above, respectively, shall be expressed
in shares of beneficial interest (herein referred to as "Shares,"
which term includes fractional Shares). Each whole Share shall
be alike in all respects and shall represent an equal
proportionate interest in the Fund with each other whole Share
outstanding. Each General Partner must own at all times at least
one Share.
(d) Contributions. Contributions may be made only in
cash or such other property which is approved by the Managing
General Partners. Shares shall be sold at the net asset value
next determined in accordance with Section (e) below.
(e) Determination of Net Asset Value. Net asset value
for each Share (for the purpose of issuance of Shares as well as
redemptions thereof) shall be determined by dividing:
(1) the total value of the assets determined in
such manner as may be determined from time to time by
or pursuant to the order of the Managing General
Partners, less, to the extent determined by or pursuant
to the direction of the Managing General Partners in
accordance with generally accepted accounting
principles, all debts, obligations and liabilities of
the Fund (which debts, obligations and liabilities
shall include, without limitation of the generality of
the foregoing, any and all debts, obligations,
liabilities or claims, of any and every kind and
nature, fixed, accrued and otherwise, including the
estimated accrued expenses of management and
supervision, administration and distribution and any
reserves or charges for any or all of the foregoing,
whether for taxes, expenses or otherwise, and the price
of Shares redeemed but not paid for and distributions
declared but not paid) but excluding the Fund's
liability upon its Shares and its surplus, by
(2) the total number of Shares of the Fund
outstanding.
The Managing General Partners are empowered, in their
absolute discretion, to establish other methods for determining
such net asset value whenever such other methods are deemed by
them to be necessary to enable the Fund to comply with the 1940
Act, or are deemed by them to be desirable, provided they are not
inconsistent with any provision of the 1940 Act.
The Fund reserves the right to suspend the deter-
mination of the net asset value per Share for any period during
which the New York Stock Exchange is closed (other than weekend
and holiday closings) or trading on that Exchange is restricted,
or during which an emergency exists (as determined by the
Securities and Exchange Commission) as a result of which disposal
of the portfolio securities owned by the Fund is not reasonably
practicable or it is not reasonably practicable to determine
fairly the value of its net assets, or for such other period as
the Securities and Exchange Commission may by order permit.
All determinations of net asset value and appraisals of
assets and liabilities made in good faith by the Managing General
Partners or their delegate shall be binding and conclusive upon
all Partners and other interested persons.
V. GENERAL PARTNERS.
(a) Identity and Number. The names and addresses of
the General Partners and the number of Shares initially owned by
each of them, and the amount of cash and/or description and the
value of other property contributed by each of them, are set
forth on Schedule "A" to this Agreement and are incorporated
herein by this reference. The General Partners are listed
separately as Managing General Partners (herein referred to as
"Managing General Partners") and the Non-Managing General
Partner. The Managing General Partners shall determine the
number of persons to serve as General Partners. If at any time a
Managing General Partner resigns, is removed, dies, becomes
bankrupt or incapacitated, or retires, the remaining Managing
General Partners shall, within 90 days, call a meeting of
Managing General Partners for the purpose of determining to
continue the Fund, without dissolution, and, in their discretion
(but subject to the requirements of Section V(j) hereof), to
elect an additional Managing General Partner or Managing General
Partners to serve until their successors are duly elected and
admitted, or for the purpose of reducing the number of Managing
General Partners. Pending such determination to continue the
Fund, the Fund will continue without dissolution.
(b) Managing General Partners and Non-Managing General
Partners. Only individuals may act as Managing General Partners,
and all General Partners who are individuals shall act as
Managing General Partners. Any General Partner which is a
corporation, partnership, trust, joint venture or association
shall act as a Non-Managing General Partner. Except as provided
in Section V(c) hereof, a Non-Managing General Partner as such
shall take no part in the management, conduct or operation of the
Fund's business and shall have no authority to act on behalf of
the Fund or to bind the Fund.
(c) Management and Control. Subject to the terms of
this Agreement and the 1940 Act, the Fund will be managed by the
Managing General Partners, who will have complete and exclusive
control over the management, conduct and operation of the Fund's
business, and, except as otherwise specifically provided in this
Agreement, the Managing General Partners shall have the rights,
powers and authority, on behalf of the Fund and in its name, to
exercise all of the rights, powers and authority of partners of a
partnership without limited partners under the Partnership Act.
The Managing General Partners may contract on behalf of the Fund
with one or more banks, trust companies or investment advisers
for the performance of such functions as the Managing General
Partners may determine, but subject always to their continuing
supervision, including, but not by way of limitation, the
investment and reinvestment of all or part of the Fund's assets
and execution of portfolio transactions, and any or all
administrative functions. Subject to the provisions of the 1940
Act, a Non-Managing General Partner or an affiliate of a General
Partner may act as an investment adviser to the Fund and shall be
compensated for such services in accordance with the terms of any
investment advisory agreement which may be executed by the Fund
and the Non-Managing General Partner or any such affiliate. The
Managing General Partners may also appoint agents to perform such
duties on behalf of the Fund as the Managing General Partners
deem desirable. The Managing General Partners shall devote
themselves to the Fund's business to the extent they may
determine necessary for the efficient conduct thereof, which it
is understood shall not, however, occupy their full time.
General Partners may also engage in other businesses, whether or
not similar in nature to the business of the Fund, subject to the
limitations of the 1940 Act. In the event that no Managing
General Partner shall remain for the purposes of electing whether
to continue the business of the Fund as provided in Section V(a),
then the Non-Managing General Partner shall promptly call a
meeting of the Limited Partners to be held within 90 days of the
date the last Managing General Partner ceased to act in such
capacity for the purpose of determining whether to elect one or
more successor Managing General Partners who, if elected, will
continue the business of the Fund. For the period of time from
the date when the last acting Managing General Partner shall have
ceased to serve in such capacity until the date of admission of
one or more successor Managing General Partners (if elected), the
Non-Managing General Partner shall continue the business and
operations of the Fund without dissolution and shall be permitted
to engage in the management, conduct and operation of the
business of the Fund and, otherwise, to exercise during such
period all of the powers of the Managing General Partners
hereunder. If at the meeting called by the Non-Managing General
Partner pursuant to the foregoing provisions of this Section V(c)
the Partners shall determine not to elect one or more successor
Managing General Partners, then the Fund shall dissolve in
accordance with Section XII hereof and the assets of the Fund
shall be distributed on dissolution pursuant to Section XIII
hereof.
(d) Action by the Managing General Partners. Unless
otherwise required by the 1940 Act with respect to any particular
action, the Managing General Partners shall act only by the vote
of a majority of the Managing General Partners in attendance at a
meeting at which a quorum of the Managing General Partners is
present or by written or telephonic consent of a majority of the
Managing General Partners without a meeting. At any meeting of
the Managing General Partners, a majority of the Managing General
Partners shall constitute a quorum. No single Managing General
Partner shall have authority to act on behalf of the Fund or to
bind the Fund unless appropriately authorized by the required
vote of the Managing General Partners. The Managing General
Partners may elect a Chairman who shall preside at meetings and
such other agents or officers of the Fund as they may deem
advisable to carry out its business affairs. The Tax Matters
Partner as defined in Section 6231(a)(7) of the Internal Revenue
Code (the "Code") is designated on Schedule "A" and may change
from time to time as determined by the Managing General Partners.
(e) Limitations on the Authority of the Managing
General Partners. The Managing General Partners shall have no
authority without the vote or written consent or ratification of
Partners who are holders of a majority of the then outstanding
Shares to:
(1) do any act in contravention of this
Agreement;
(2) do any act which would make it impossible to
carry on the ordinary business of the Fund; or
(3) possess Fund property, or assign their rights
in specific Fund property for other than a Fund
purpose.
Nothing herein shall preclude dissolution of the Fund
in accordance with this Agreement. In addition, certain actions
of the Managing General Partners shall be subject to the approval
of the Partners holding a majority of the then outstanding
Shares.
(f) Management and Control by Non-Managing General
Partner. Except as otherwise provided in Section V(c) above, the
Non-Managing General Partner as such shall have no power to
engage in the management, conduct or operation of the Fund's
business nor to exercise any of the rights, powers and authority
of a partner of a partnership without limited partners under the
Partnership Act.
(g) Right of General Partners to Become Limited
Partners. A General Partner may also become a Limited Partner
without obtaining the consent of the Limited Partners and thereby
become entitled to all the rights of a Limited Partner to the
extent of the Limited Partnership interest so acquired. Such
event shall not, however, be deemed to reduce or otherwise affect
any of the General Partner's liability hereunder as a General
Partner. Termination of a person's status as a General Partner
shall not affect his status, if any, as a Limited Partner. A
General Partner shall not be entitled to any special payment from
the Fund as a result of termination of his status as General
Partner. A withdrawing General Partner may, if he chooses to do
so, redeem his Shares in accordance with Section XI(a) below, or
retain his Shares as a Limited Partner.
(h) Withdrawal of a Managing General Partner. A
Managing General Partner shall have no further right or power to
act as a General Partner (except to execute any amendment to this
Agreement to evidence his withdrawal) if he:
(1) dies, becomes bankrupt or is incapacitated;
(2) voluntarily retires upon not less than 90
days' written notice to the other Managing General
Partners unless such notice is waived;
(3) is removed by the other Managing General
Partners pursuant to a vote taken at a meeting of the
Managing General Partners held in accordance with the
provisions of Section V(d); or
(4) fails to be elected at a meeting of Limited
Partners called for such purpose, provided that such
withdrawal shall not occur until his successor has been
duly elected and admitted to the Fund as a Managing
General Partner, and provided, further, that the
failure of any Managing General Partner to be reelected
shall not cause a dissolution of the Fund and the
business and operations of the Fund shall be continued
by all remaining and successor Managing General
Partners.
(i) Termination of Status of a Non-Managing General
Partner as a General Partner. The interest of a Non-Managing
General Partner as a General Partner shall terminate and such
Non-Managing General Partner shall have no further power to act
as a General Partner upon the occurrence of any of the following
events:
(1) voluntary withdrawal provided that a Non-
Managing General Partner shall not voluntarily withdraw
or otherwise terminate its status as a Non-Managing
General Partner until the earlier of (i) two years from
the date that such Non-Managing General Partner gives
the Managing General Partners written notice of its
intention to withdraw as a Non-Managing General Partner
or (ii) the date that a successor Non-Managing General
Partner, who has agreed to assume the obligations of
Section IV(a)(2), is elected by the Managing General
Partners;
(2) a Non-Managing General Partner is dissolved
or otherwise terminates its existence;
(3) a petition in bankruptcy is filed by a
Non-Managing General Partner;
(4) an involuntary petition in bankruptcy is
filed against a Non-Managing General Partner and a
trustee is appointed and confirmed after an opportunity
for a hearing;
(5) a Non-Managing General Partner makes an
assignment for the benefit of creditors of
substantially all of its assets; or
(6) a Non-Managing General Partner is removed by
the Managing General Partners.
The retirement, dissolution, bankruptcy or other
withdrawal of the Non-Managing General Partner shall not dissolve
the Fund, provided that the Managing General Partners elect to
continue the business and operations of the Fund, whether or not
a successor Non-Managing General Partner is elected by the
Managing General Partners.
(j) Additional or Successor Managing General Partners.
Prior to the first meeting of Partners the Managing General
Partners named on Schedule "A" hereof may elect additional
Managing General Partners. Between meetings of Partners, the
Managing General Partners also may elect Managing General
Partners to fill vacancies (whether or not created by an increase
in the number of Managing General Partners) in the number of
Managing General Partners. The number of Managing General
Partners shall be fixed from time to time by the Managing General
Partners and, at or after the commencement of the business of the
Fund, shall be not less than one. Subject to the provisions of
Section V(h), each Managing General Partner, whether named in
Schedule "A" or hereafter becoming a Managing General Partner,
shall serve as a Managing General Partner until the next meeting
of Partners called for the election of Managing General Partners
and until his respective successor is duly elected and admitted.
If at any time more than a majority of the Managing General
Partners serving as such shall not have been approved at a
meeting of Partners, then the Managing General Partners shall as
promptly as possible and in any event within 60 days cause a
meeting to be held for the purpose of electing Managing General
Partners (unless the Securities and Exchange Commission shall by
order extend such period), consistent with the requirements of
the 1940 Act.
(k) Liability to Limited Partners. The General
Partners shall not be personally liable for the repayment of any
amounts standing in the account of a Limited Partner or holder of
Shares including, but not limited to, contributions with respect
to such Shares. Any such payment shall be solely from the Fund's
assets.
The General Partners shall not have any personal
liability to any holder of Shares or to any Limited Partner (1)
by reason of any change in Federal or state income tax laws, or
in interpretations thereof, as they apply to the Fund, the
holders of Shares or the Limited Partners, whether such change
occurs through legislative, judicial or administrative action, or
(2) by reason of any other matters, unless the result of wilful
misfeasance, bad faith, gross negligence or reckless disregard of
their duties.
(l) Assignment or Transfer of General Partners'
Shares. A General Partner may not assign Shares which he holds
in his capacity as a General Partner to any party without the
consent of a majority of the Managing General Partners (exclusive
of such General Partner proposing to assign his Shares). Any
assignee of such General Partner for which such consent has been
granted may not become a substituted General Partner except if
elected as such by the remaining General Partners as provided in
Section V(a) hereof and shall otherwise hold such Shares as a
Limited Partner.
(m) Reimbursement and Compensation. Managing General
Partners (other than those who are "interested persons" as
defined under the 1940 Act) may receive compensation for their
services as Managing General Partners (as determined by the
Managing General Partners from time to time) and will be
reimbursed for all reasonable out-of-pocket expenses incurred in
performing their duties hereunder.
(n) Indemnification.
(1) General Partners, Agents, etc. The Fund
shall indemnify each of its General Partners and agents
(including persons who serve at the Fund's request as
directors, officers or trustees of another organization
in which the Fund has any interest as a shareholder,
creditor or otherwise), and including any Non-Managing
General Partner, its officers, directors, employees and
agents (hereinafter referred to as a "Covered Person")
against all liabilities and expenses, including but not
limited to amounts paid in satisfaction of judgments,
in compromise or as fines and penalties, and counsel
fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any
action, suit or other proceeding, whether civil or
criminal, before any court or administrative or
legislative body, in which such Covered Person may be
or may have been involved as a party or otherwise or
with which such person may be or may have been
threatened, while in office or thereafter, by reason of
being or having been such a General Partner or any
other person serving in the capacities referenced
above, except with respect to any matter as to which
such Covered Person shall have been finally adjudicated
in a decision on the merits in any such action, suit or
other proceeding to be liable to the Fund or its
Partners by reason of wilful misfeasance, bad faith,
gross negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's
office. Expenses, including counsel fees so incurred
by any such Covered Person (but excluding amounts paid
in satisfaction of judgments, in compromise or as fines
or penalties), may be paid from time to time by the
Fund in advance of the final disposition of any such
action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Covered Person to
repay amounts so paid to the Fund if it is ultimately
determined that indemnification of such expenses is not
authorized under this provision, provided that (a) such
Covered Person shall provide security for his
undertaking, (b) the Fund shall be insured against
losses arising by reason of such Covered Person's
failure to fulfill his undertaking, or (c) a majority
of the Managing General Partners who are disinterested
persons and who are not Interested Persons (as that
term is defined in the 1940 Act) (provided that a
majority of such Managing General Partners then in
office act on the matter), or independent legal counsel
in a written opinion, shall determine, based on a
review of readily available facts (but not a full
trial-type inquiry), that there is reason to believe
such Covered Person ultimately will be entitled to
indemnification.
(2) Compromise Payment. As to any matter
disposed of (whether by a compromise payment, pursuant
to a consent decree or otherwise) without an
adjudication or a decision on the merits by a court, or
by any other body before which the proceeding was
brought, that such Covered Person is liable to the Fund
or its Partners by reason of wilful misfeasance, bad
faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's
office, indemnification shall be provided if (i)
approved as in the best interests of the Fund, after
notice that the matter involves such indemnification,
by at least a majority of the Managing General Partners
who are disinterested persons and are not Interested
Persons (provided that a majority of such Managing
General Partners then in office act on the matter),
upon a determination, based upon a review of readily
available facts (but not a full trial-type inquiry)
that such Covered Person acted in good faith in the
reasonable belief that such Covered Person's action was
in the best interests of the Fund and is not liable to
the Fund or its Partners by reason of wilful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such
Covered Person's office, or (ii) there has been
obtained an opinion in writing of independent legal
counsel, based upon a review of readily available facts
(but not a full trial-type inquiry) to the effect that
it appears that such indemnification would not protect
such Covered Person against any liability to the Fund
to which such Covered Person would otherwise be subject
by reason of wilful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved
in the conduct of his office. Any approval pursuant to
this Section shall not prevent the recovery from any
Covered Person of any amount paid to such Covered
Person in accordance with this Section as
indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to
have been liable to the Fund or its Partners by reason
of wilful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the
conduct of such Covered Person's office.
(3) Indemnification Not Exclusive. The right of
indemnification hereby provided shall not be exclusive
of or affect any other rights to which any such Covered
Person may be entitled. As used in this Section V, the
term "Covered Person" shall include such person's
heirs, executors and administrators, and a
"disinterested person" is a person against whom none of
the actions, suits or other proceedings in question or
another action, suit or other proceeding on the same or
similar grounds is then or has been pending. Nothing
contained in this Section shall affect any rights to
indemnification to which personnel of the Fund, other
than General Partners and officers, and other persons
may be entitled by contract or otherwise under law, nor
the power of the Fund to purchase and maintain
liability insurance on behalf of such person.
VI. LIMITED PARTNERS.
(a) Identity, Number and Contributions. The name and
address of the Initial Limited Partner and the number of Shares
owned by him are set forth in Schedule "A" to this Agreement and
are incorporated herein by this reference. Additional Limited
Partners may be admitted and Shares may be sold to Limited
Partners in accordance with procedures established by the
Managing General Partners. No consent of any Limited Partners
shall be required in connection therewith. Any investor who
purchases Shares irrespective of whether he executed an Account
Application or any other document related hereto, will be deemed
to be a Limited Partner of the Fund and to have consented to and
to be bound by the terms and conditions of this Agreement and
Power of Attorney.
(b) No Power to Control Business. A Limited Partner
shall have no right to and shall take no part in the control of
the Fund's business and shall have no right or authority to act
for or bind the Fund, but may exercise the rights and powers of a
Limited Partner under this Agreement and the Partnership Act.
(c) Voting Rights of Limited Partners. Under the
circumstances provided in this Agreement or by the 1940 Act, the
Limited Partners shall have the right to vote on the following
material matters relating to the business of the Fund, which vote
shall in any case be taken at a meeting of the Partners called
and held pursuant to the provisions of Section X hereof:
(1) The election of Managing General Partners of
the Fund when so required pursuant to Section V(j);
(2) The approval or termination of investment
advisory or underwriting contracts (which may be with
the Non-Managing General Partner or an affiliate of the
Non-Managing General Partner);
(3) The approval of auditors for the Fund; and
(4) Any other matters that the 1940 Act requires
be approved by the Partners of the Fund.
The Limited Partners shall have no right or power to
cause the termination and dissolution of the Fund except as set
forth in the Agreement. No Limited Partner shall have the right
to bring an action for partition against the Fund.
(d) Limitation of Limited Partners' Liability. No
Limited Partner shall be liable for the debts or obligations of
the Fund; provided, however, that the contribution of a Limited
Partner shall be subject to the risks of the business of the Fund
and subject to the claims of the Fund's creditors, and provided
further that, after any Limited Partner has received the return
of any part of his contribution, he will be liable to the Fund to
the extent required by the Partnership Act.
(e) Additional Contributions of Limited Partners;
Assessments. No Limited Partner shall be required to make any
contributions to the Fund other than the purchase price of his
Share(s) as determined under Section IV(e) hereof, and no Limited
Partner shall be required to lend monies to the Fund. No holder
of any Share shall be subject to additional assessments on or in
respect of such Share.
(f) Death of a Limited Partner. The death of a
Limited Partner shall not dissolve or terminate the Fund. In the
event of such death, the personal representative of the deceased
Limited Partner shall have the right to be substituted as a
Limited Partner only in accordance with the provisions of
Section IX(c), but shall have the right to have the Fund redeem
his Shares in accordance with Section XI hereof.
VII. ALLOCATION AND DISTRIBUTION OF PROFITS AND LOSSES.
(a) Allocation of Fund Income, Gains, Losses,
Deductions and Credits Among the Partners. The Managing General
Partners, an agent or delegate of the Fund or the Non-Managing
General Partner shall at all times maintain or cause to be
maintained a record of the outstanding Shares including the
names, addresses and number of Shares held by each holder of
Shares. Fund income, gains, losses, deductions and credits shall
be allocated equally among the outstanding Shares of the Fund. A
holder of a Share shall be allocated the proportionate part of
such items actually realized by the Fund during the specific days
of the taxable year in which such Share was owned by such holder.
A person shall be deemed to be a holder of a Share on a specific
day if he is the record holder of such Share on such day.
(b) Distributions. The Managing General Partners
shall determine, in their discretion, the amounts to be
distributed to the holders of Shares and the time or times when
such distributions shall be made. Such amounts shall be
distributed equally among the outstanding Shares of the Fund.
The Managing General Partners will distribute income,
exclusive of capital gains, at least as often as annually to the
holders of Shares. For this purpose, a person will be deemed to
be a holder of a Share if he is the record holder of the Share on
the record date established for the payment of distributions.
Such income distributions shall be made in Shares
except to those Partners who have properly elected to receive
their distributions in cash in the manner set forth in the Fund's
then current Prospectus.
With respect to capital gains, the Managing General
Partners will determine what portion, if any, of the Fund's
capital gain will be distributed. Any such distribution shall be
made in Shares except to those Partners who have properly elected
to receive their distributions in cash as set forth in the Fund's
then current Prospectus.
(c) Fiscal Year. The fiscal year of the Fund shall be
the calendar year for financial reporting and for Federal income
tax purposes.
VIII. RECORDS, STATEMENTS AND INCOME TAX INFORMATION.
(a) Records and Accounting. At all times during the
continuance of the Fund, books of account, which shall be
adequate and appropriate for the Fund's business, shall be kept.
Such books and records shall be kept on a basis consistent with
the accounting methods followed by the Fund for Federal income
tax purposes and, where deemed appropriate, in accordance with
generally accepted accounting principles and procedures applied
in a consistent manner. Such books and records shall include
such separate and additional accounts for each holder of Shares
as shall be necessary to reflect accurately the rights and
interests of the respective holder of Shares and shall
specifically reflect the name and address of each Partner and
each other holder of Shares and the number of Shares held by each
for the purpose of determining recipients of distributions and
notices. The Fund shall make its books and records available to
Limited Partners, upon five days' notice, for any proper
partnership purpose provided for under the Partnership Act;
however, the Managing General Partners reserve the right to
request a statement of the purposes for which the examination is
being requested.
(b) Income Tax Information. As soon as practicable
after the end of the Fund's fiscal year, the Fund will send to
each person who held a Share of the Fund during such fiscal year
all information necessary for the preparation of his Federal
income tax return.
IX. PROHIBITION OF ASSIGNMENT OF SHARES OF LIMITED
PARTNERSHIP INTEREST.
(a) Prohibition of Assignment. Except as otherwise
provided in this Section IX, no Limited Partner or holder of
Shares shall have the right to sell, assign, pledge, hypothecate
or otherwise transfer or encumber (collectively "transfer") all
or any part of his Shares except with the prior consent of the
Managing General Partners, which consent may be withheld in the
Managing General Partners' sole discretion. Any transfer in
violation of this Section IX shall be void and shall not be
recognized by the Fund for any purpose. In the case of a
transfer (other than as set forth in subsections (b) and (c))
approved by the Managing General Partners, the transferee shall
be admitted as a substituted Limited Partner upon his execution
of an account application and Power of Attorney in form
satisfactory to the Managing General Partners and upon the
satisfaction of such other conditions as may be specified by the
Managing General Partners. If a permitted transferee is not
admitted as a successor Limited Partner, such transferee shall
become a holder of record of the subject Shares and shall be
entitled to redeem such Shares in accordance with the provisions
of Section XI hereof and to receive distributions in respect of
such Shares as herein provided, but otherwise shall have none of
the rights or obligations of a Limited Partner (including the
right to vote on any matter or to inspect the books and records
of the Partnership).
(b) Pledge of Shares. A Limited Partner may pledge
his Shares as collateral to a securities broker, bank or
financial industry professional if in the case of any proposed
pledge the Limited Partner gives the Fund prior written notice
that such pledge is to be made. In the event that any person who
is holding Shares as collateral becomes the owner thereof due to
foreclosure or otherwise, such person shall not have the right to
be substituted as a Limited Partner without (i) the consent of
the Managing General Partners and, (ii) if such consent is given,
the execution of an account application and Power of Attorney in
form satisfactory to the Managing General Partners and
satisfaction of such other conditions as may be specified by the
Managing General Partners. If a pledgee who has become the owner
of Shares is not admitted as a substituted Limited Partner then,
upon receipt by the Fund of evidence satisfactory to the Managing
General Partners of his ownership of Shares, the pledgee shall
become a holder of record of the subject Shares (and his name
shall be recorded on the books and records of the Fund maintained
for such purpose) and shall thereafter have the same rights as
specified in Section IX(a) with respect to a permitted transferee
who is not admitted as a substituted Limited Partner.
Notwithstanding the foregoing, if a pledgee who has become the
owner of Shares is not admitted as a substituted Limited Partner
and fails to redeem his Shares within 90 days after the date he
became the holder of record of the subject Shares, the Fund shall
have the right to involuntarily redeem such pledgee's Shares and,
if it does so, shall remit the proceeds to such pledgee.
(c) Death, Incompetency or Termination of Existence of
a Limited Partner. In the event of the death or incompetency of
a Limited Partner (or, in the case of a Limited Partner that is a
corporation, association, partnership, joint venture, trust or
other entity, the merger, dissolution or other termination of
existence of such Limited Partner) the successor in interest of
such Limited Partner shall not have the right to be substituted
as a Limited Partner without (i) the consent of the Managing
General Partners and, (ii) if such consent is given, the
execution of an account application and Power of Attorney in form
satisfactory to the Managing General Partners and the
satisfaction of such other conditions as may be specified by the
Managing General Partners. If such successor in interest is not
admitted as a substituted Limited Partner then, upon receipt by
the Fund of evidence satisfactory to the Managing General
Partners of his right to succeed to the interests of the deceased
or incompetent Limited Partner, such successor shall become a
holder of record of the subject Shares (and his name shall be
recorded on the books and records of the Fund maintained for such
purpose) and shall thereafter have the same rights as specified
in Section IX(a) with respect to a permitted transferee who is
not admitted as a substituted Limited Partner and, as applicable,
the rights specified in Section VI(f) hereof. Notwithstanding
the foregoing, if a successor in interest is not admitted as a
substituted Limited Partner and fails to redeem his Shares within
90 days after the date he became the holder of record of the
subject Shares, the Fund shall have the right to involuntarily
redeem such successor in interest's Shares and, if it does so,
shall remit the proceeds to such successor in interest.
X. MEETING OF THE PARTNERS.
(a) Meetings of the Managing General Partners.
(1) Regular Meetings. Regular meetings of the
Managing General Partners may be held without call or
notice at such places and at such times as the Managing
General Partners from time to time may determine,
provided that notice of the first regular meeting
following any such determination shall be given to
absent Managing General Partners.
(2) Special Meetings. Special meetings of the
Managing General Partners may be held at any time and
at any place designated in the call of the meeting when
called by any Managing General Partner, sufficient
notice thereof being given to each Managing General
Partner by the Managing General Partner calling the
meeting.
(3) Notice of Special Meetings. It shall be
sufficient notice to a Managing General Partner of a
special meeting to send notice by mail at least forty-
eight hours or by telegram at least twenty-four hours
before the meeting addressed to the Managing General
Partner at his or her usual or last known business or
residence address or to give notice to him or her in
person or by telephone at least twenty-four hours
before the meeting. Notice of a meeting need not be
given to any Managing General Partner if a written
waiver of notice, executed by him or her before or
after the meeting, is filed with the records of the
meeting, or to any Managing General Partner who attends
the meeting without protesting prior thereto or at its
commencement the lack of notice to him or her. Neither
notice of a meeting nor a waiver of a notice need
specify the purposes of the meeting.
(b) Meetings of All Partners.
(1) Time. Meetings of all Partners shall be held
on the date fixed, from time to time, by the Managing
General Partners for the transaction of such business
as may be presented to the meeting and upon which
Partners have the right to vote hereunder.
(2) Place. Meetings shall be held at such place,
either within the State of Delaware or at such other
place within the United States, as the Managing General
Partners from time to time may fix.
(3) Call. Meetings may be called by the Managing
General Partners and shall be called whenever the
holders of Shares entitled to at least thirty percent
of all the votes entitled to be cast at such meeting
shall make a duly authorized request that such meeting
be called. Notwithstanding any other provision of this
Agreement, Partners who are the 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.
(4) Notice or Actual or Constructive Waiver of
Notice. Written or printed notice of all meetings
shall be given and shall state the time and place of
the meeting. The notice of a meeting shall state in
all instances the purpose or purposes for which the
meeting is called. Written or printed notice of any
meeting shall be given to each Partner of record as of
the record date fixed by the Managing General Partners
for determining Partners entitled to vote either by
mail at his address appearing on the books of the Fund
or the address supplied by him for the purpose of
notice, or by presenting it to him personally or by
leaving it at his residence or usual place of business
not less than ten days and not more than ninety days
before the date of the meeting. If mailed, notice
shall be deemed to be given when deposited in the
United States mail with postage thereon prepaid.
Whenever any notice of the time, place or purpose of
any meeting of Partners is required to be given, a
waiver thereof in writing, signed by the Partner and
filed with the records of the meeting, whether before
or after the holding thereof, or actual attendance or
representation at the meeting shall be deemed
equivalent to the giving of such notice to such
Partner.
(5) Conduct of Meeting. Meetings of the Partners
shall be presided over by a chairman to be chosen by
the Managing General Partners. The chairman of the
meeting shall appoint a secretary of the meeting.
(6) Proxy Representation. Every Partner may
authorize another person or persons to act for him by
proxy in all matters in which a Partner is entitled to
participate, whether for the purposes of determining
his presence at a meeting, waiving notice of any
meeting, voting or participating at a meeting,
expressing consent or dissent without a meeting or
otherwise. Every proxy shall be executed in writing by
the Partner or by his duly authorized attorney-in-fact
and filed with the Fund. No unrevoked proxy shall be
valid after eleven months from the date of its
execution, unless a longer time is expressly provided
therein.
(7) Inspectors of Election. The Managing General
Partners, in advance of any meeting, may, but need not,
appoint one or more inspectors to act at the meeting or
any adjournment thereof. If an inspector or inspectors
are not appointed, the person presiding at the meeting
may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector
fails to appear or act, the vacancy may be filled by
appointment made by the Managing General Partners in
advance of the meeting or at the meeting by the person
presiding thereat. Each inspector, if any, before
entering upon the discharge of his duties, shall take
and sign an oath to execute faithfully the duties of
inspector at such meeting with strict impartiality and
according to the best of his ability. The inspectors,
if any, shall determine the number of shares
outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum
and the validity and effect of proxies, and shall
receive votes, ballots or consents, hear and determine
all challenges and questions arising in connection with
the right to vote, count and tabulate all votes,
ballots or consents, determine the result and do such
acts as are proper to conduct the election or vote with
fairness to all Partners. On request of the person
presiding at the meeting or any Partner, the inspector
or inspectors, if any, shall make a report in writing
of any challenge, question or matter determined by him
or them and execute a certificate of any fact found by
him or them.
(8) Voting. Each Share shall entitle the holder
who is a Partner to one vote per Share, 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
election of Managing General Partners and as provided
below in Section XII(b)(5), a majority of the votes
cast at a meeting of Partners, duly called and at which
a quorum is present, shall be sufficient to take or
authorize action upon any matter which may come before
a meeting, unless more than a majority of votes cast is
required by this Agreement. A plurality of all the
votes cast at a meeting at which a quorum is present
shall be sufficient to elect a Managing General
Partner.
(9) Quorum. Except where a greater number is
required under the terms of this Agreement or the 1940
Act, a quorum shall consist of one third of the Shares
entitled to vote at a meeting, whether present in
person or represented by proxy.
(10) Informal Action. Any action required or
permitted to be taken at a meeting of Partners may be
taken without a meeting if a consent in writing,
setting forth such action, is signed by the holders of
a majority of the Shares entitled to vote on the sub-
ject matter thereof.
XI. RETURN OF CONTRIBUTIONS AND WITHDRAWAL OF PARTNERS.
(a) Redemption of Shares of Partnership Interest and
Return of Contributions. Except as otherwise provided herein,
any holder of Shares may redeem all or any portion of his Shares
at their net asset value next determined after receipt of a
written request for redemption in proper form. In addition, the
Managing General Partners may involuntarily redeem any holder of
Shares whose investments fall below a specified minimum level
established by the Managing General Partners and set forth in the
then current Prospectus or who fail to execute the appropriate
documentation required from time to time by the Managing General
Partners.
A request for redemption shall be deemed in proper form
if it is accompanied by certificates for the Shares (if
certificates have been issued) and, if required by the Managing
General Partners, a transfer power or other instrument designated
by the Managing General Partners signed by the holder(s) of
record exactly as the Shares are registered with signature(s)
guaranteed by such organizations or institutions as the Managing
General Partners deem acceptable. The request shall specify the
number of Shares to be redeemed and identify the holder's account
number. Further documentation may be required by the Managing
General Partners if the request for redemption is made by a party
other than an individual or someone other than the holder of
record of the Shares.
The Managing General Partners reserve the right in
their complete discretion to redeem Shares in whole or in part
either in cash or by the distribution of one or more portfolio
securities in kind. For this purpose portfolio securities
distributed in kind shall be valued at their fair value as
determined for purposes of computing the redemption price.
The Managing General Partners may suspend redemptions
and defer payment of the redemption price during any period that
the determination of net asset value is suspended pursuant to
Section IV.
Notwithstanding the foregoing, no Partner shall be
entitled to receive the return of any part of the contribution
with respect to his Shares unless all liabilities of the Fund,
except obligations to General Partners and to Limited Partners on
account of their contributions, have been paid or there remains
property of the Fund sufficient to pay them.
Any distribution to a Partner upon redemption pursuant
to this Section XI(a) shall constitute a return in full of the
redeeming Partner's capital contribution attributable to the
Shares which are redeemed regardless of the amount distributed
with respect to such Shares. No consent of any of the Partners
shall be required for the redemption of any Shares or return of
the Partner's contribution.
The Managing General Partners may, but need not, cause
this Agreement to be amended to reflect the withdrawal of any
Partner or the return, in whole or in part, of the contribution
of any Partner.
(b) Partial Returns of Contributions. Except upon
dissolution of the Fund or as provided in Section XI(a) hereof,
no Partner has the right to redeem his shares or demand the
return of any part of the contribution with respect to his
Shares. The Managing General Partners may, however, from time to
time, elect to make partial returns of contributions to Partners
provided that:
(1) all liabilities of the Fund to persons other
than Partners have been paid or, in the judgment of the
Managing General Partners, there remains property of
the Fund sufficient to pay them; and
(2) the consent, express or implied, of all
Partners is obtained.
For purposes of the foregoing provisions, the condition
of subpart (2) shall be deemed to have been satisfied if such
distribution is made pro rata to the holders of Shares based upon
the number of Shares held by each such holder. Each Limited
Partner, by becoming a Limited Partner, consents to any such pro
rata distribution theretofore or thereafter made in accordance
with such provisions. Each General Partner, by becoming a
General Partner, consents to any such pro rata distribution
theretofore or thereafter made, authorized in accordance
herewith. In the event subparts (1) and (2) of the foregoing
provisions are satisfied, the Managing General Partners may, but
need not, cause an appropriate amendment to this Agreement to be
executed.
XII. DISSOLUTION AND WINDING UP OF THE FUND.
(a) Term. The term of the Fund shall be deemed to
commence on the date of initial filing of the Certificate of
Limited Partnership in the Office of the Secretary of State of
Delaware, and shall expire on December 31, 2025, on which date it
shall be dissolved, unless sooner dissolved as hereinafter
provided.
(b) Dissolution of the Fund. The affairs of the Fund
shall be wound up and the Fund dissolved prior to the date of
termination specified above, upon the happening of any of the
following events:
(1) The Fund disposes of all, or substantially
all, of its assets;
(2) The Partners who are holders of a majority of
the then outstanding Shares, at a meeting called for
the 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, becomes incapacitated
or retires, unless the remaining Managing General
Partners elect to continue the business of the Fund.
If the remaining Managing General Partners so elect to
continue the business of the Fund, they may, but need
not, file an appropriate amendment to this Agreement
within 90 days after the event giving rise to such
election; or
(5) The Partners, at a meeting called by the Non-
Managing General Partner in accordance with the
provisions of Section V(c), fail to elect one or more
successor Managing General Partners to continue the
business and operations of the Fund.
(c) Continuation of the Partnership Following
Withdrawal of All General Partners. Notwithstanding the
provisions of Section XII(b) hereof, in the event of the
retirement, death, dissolution, bankruptcy, insanity, removal or
other withdrawal of all General Partners, the Fund shall not be
dissolved if, within 90 days following the date of withdrawal of
the last remaining General Partner, all Partners agree in writing
to continue the business of the Fund and to the appointment,
effective as of the date of withdrawal of the last acting General
Partner, of one or more successor Managing General Partners and,
if desired, a successor Non-Managing General Partner.
XIII. DISTRIBUTION ON DISSOLUTION.
(a) Winding Up. Upon the dissolution of the Fund the
Managing General Partners or a liquidator appointed by the
Managing General Partners, or, if no Managing General Partners
remain, a liquidator appointed by the Non-Managing General
Partner shall proceed to wind up the affairs of the Fund and to
liquidate its assets. The holders of Shares shall continue to
share profits and losses during dissolution in the same manner as
before dissolution. The proceeds from the liquidation of the
Fund's assets, after paying or providing for the payment of all
liabilities of the Fund and costs of dissolution, shall be
distributed, to the extent permitted by the Partnership Act, pro
rata among the holders of the Shares of the Fund in proportion to
the number of Shares held. Notwithstanding the foregoing, upon
the dissolution and termination of the Fund the General Partners
will contribute to the Fund an amount equal to the lesser of
(i) the deficit balances, if any, in their capital accounts or
(ii) the excess of 1.01 percent of the total capital
contributions of the Limited Partners at the time of dissolution
of the Fund over the capital previously contributed by the
General Partners.
(b) Accountants' Statement. Each of the Partners
shall be furnished with a statement prepared by the Fund's
accountants which shall set forth the assets and liabilities of
the Fund as at the date of complete liquidation. When the
Managing General Partners have complied with the foregoing
distribution plan, the Limited Partners shall cease to be such,
and the Managing General Partners shall execute, acknowledge and
cause to be filed a Certificate of Cancellation of the Fund.
(c) Gains or Losses in Process of Liquidation. Any
gain or loss on disposition of Fund properties in the process of
liquidation shall be credited or charged equally among the
outstanding Shares. Any property distributed in kind in the
liquidation shall be valued and treated as though the property
were sold and the cash proceeds were distributed.
XIV. FUND DOCUMENTATION; AMENDMENT OF AGREEMENT;
POWER OF ATTORNEY.
(a) Agreement and Other Documentation. The Managing
General Partners will cause the Certificate under the Partnership
Act to be filed and recorded in accordance with the Partnership
Act in the Office of the Secretary of State of Delaware, and, to
the extent believed required by local law, in the appropriate
place in each state in which the Fund may hereafter establish a
place of business. The Managing General Partners shall also
cause to be filed, recorded and published such statements of
fictitious business name and other notices, certificates,
statements or other instruments required by the provisions of any
applicable law of the United States or any state or other
jurisdiction which governs the formation of the Fund or the
conduct of its business from time to time.
(b) Amendment of Certificate. The Certificate shall
be amended upon the occurrence of any event requiring amendment
under the Partnership Act.
(c) Amendment of This Agreement. Except as otherwise
required by this Agreement, the Partnership Act or the 1940 Act,
the Managing General Partners may amend this Agreement with
respect to all matters contained herein. If any amendment
requires the vote of the Partners, as specified herein, under the
Partnership Act or under the 1940 Act, upon the prior affirmative
vote of the Managing General Partners, such amendment shall be
voted upon as provided for in Section X hereof. Such amendments
and actions have the same force and effect as if they had
received the unanimous approval of the Partners, and any non-
consenting Partner will be thereby bound. Notwithstanding the
foregoing, no such amendment shall affect the limited liability
of the Limited Partners. This Agreement need not be amended upon
the admission or withdrawal of any Limited Partners.
(d) Power of Attorney. Each of the Limited Partners
by virtue of his investment and without the necessity of
executing any documentation, hereby makes, constitutes and
appoints each person or party who shall then be serving as a
General Partner his true and lawful attorney, for him and in his
name, place and stead with full power of substitution, to
execute, acknowledge, make, swear to, verify, deliver, record,
file and/or publish: (a) this Agreement; (b) any Certificate of
Limited Partnership, and amendments to any such Certificate of
Limited Partnership; (c) any amendment to this Agreement or any
other document to reflect any action of the Partners provided for
in this Agreement whether or not such Limited Partner 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 this
Agreement as then in effect.
Each Limited Partner acknowledges and agrees that the
terms of this Agreement permit certain amendments of this
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 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 a Limited Partner 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 Limited Partner, (ii) may be
exercised for the Limited Partner by a facsimile signature of any
General Partner of the Fund or by listing all the Limited
Partners, including such Limited Partner, or stating that all
Limited Partners, 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 Limited Partner of all or any
portion of his Shares.
(e) Power of Attorney by Additional Limited Partners.
A similar power of attorney may be one of the instruments which
the General Partners, under Section IX hereof, shall require an
additional Limited Partner to execute as a condition of his
admission. Such power of attorney may be set forth on checks or
other instructions distributed by the Fund to holders of Shares
of the Fund from time to time.
(f) Technical Amendments. No vote, approval or other
consent shall be required of the Partners to amend this Agreement
or the Certificate in any of the following respects: (i) to
reflect any change in the amount or character of the contribution
of any Limited Partner or General Partner; (ii) to substitute or
delete a Limited Partner; (iii) to admit any additional Limited
Partner; (iv) to reflect the retirement, resignation, death,
insanity or other withdrawal of a Managing General Partner;
(v) to reflect the election of new Managing General Partners;
(vi) to reflect the termination of the status of a Non-Managing
General Partner as a General Partner; or (vii) to correct any
false or erroneous statement, or to make a change in any
statement in order that such statement shall accurately represent
the agreement among the General and Limited Partners, in this
Agreement. Any amendment reflecting the determination of the
remaining General Partners to continue the business of the Fund
upon the retirement, withdrawal, death, dissolution, bankruptcy,
insanity or removal of a General Partner need be signed only by
or on behalf of any one remaining Managing General Partner. The
execution of any such amendment on behalf of a Partner may be
effected by his attorney-in-fact.
XV. MISCELLANEOUS MATTERS.
(a) Independent Activities. Each Partner reserves the
right to conduct activities similar to those conducted by the
Fund.
(b) Interested Partners. The fact that a General
Partner or one or more of the Limited Partners is directly or
indirectly interested in or connected with any company or person
with which or with whom the Fund may have dealings, including,
but not limited to, any company which renders investment
advisory, share transfer or related services, shall not preclude
such dealings or make them void or voidable, and the Fund or any
of the Partners shall not have any rights in or to such dealings
or any profits derived therefrom except any such rights as may
inure under the 1940 Act.
(c) Tax Election.
(1) No election shall be made by any Partner to
be excluded from the application of the provisions of
Subchapter K of the Internal Revenue Code, or from any
similar provisions of state laws, and no such election
shall be made by the Fund.
(2) In the event of the transfer of a Partner's
Shares, or the death of a Partner, or the distribution
of any Fund property to any Partner, the Managing
General Partners, on behalf of the Fund, may, at their
option, file an election, in accordance with applicable
Treasury Regulations, to cause the basis of the Fund's
property to be adjusted for Federal income tax purposes
as provided in Sections 734, 743 and 754 of the
Internal Revenue Code, as then in effect.
(d) Insurance. The Managing General Partners shall
procure and maintain insurance concerning the Fund's activities
in an amount and covering such risks as may be appropriate in the
judgment of the Managing General Partners.
(e) Limitation of Liability. In connection with
entering into any contract, loan agreement, instrument or other
document on behalf of the Fund with a third party, the Managing
General Partners shall have the absolute right to include therein
provisions to the effect that such contract, loan agreement,
instrument or other document constitutes a nonrecourse obligation
of the Fund only and that the Managing General Partners shall
have no liability thereon or thereunder, and in any such case
such third persons contracting with, extending credit to or
having claims against the Fund shall look only to the assets of
the Fund for payment, and neither the Partners, nor the Fund's
officers, employees, agents or delegates, whether past, present
or future, shall be personally liable therefor.
(f) Notices. All notices required or permitted to be
given under this Agreement shall be in writing and shall be given
to the parties at the addresses set forth on Schedule "A" to this
Agreement or the most recent address provided by any holder of
Shares and to the Fund at 144 Glenn Curtiss Boulevard, Uniondale,
New York 11556-0144, or at such other address as any of the
parties may hereafter specify in writing to the Fund.
(g) Captions. Paragraph titles or captions contained
in this Agreement are inserted only as a matter of convenience
and for reference and in no way define, limit, extend or describe
the scope of this Agreement or the intent of any provisions
hereof.
(h) Variations in Pronouns. All pronouns and any
variations thereof shall be deemed to refer to the masculine,
feminine, singular or plural, as the identity of the person or
persons may require.
(i) Binding Agreement. This Agreement shall be
binding on all of the parties hereto, notwithstanding that all of
the parties have not executed the same.
(j) Benefit. Except as herein otherwise provided to
the contrary, this Agreement shall be binding upon and inure to
the benefit of the parties signatory hereto, and their respective
heirs, executors, guardians, representatives, successors and
assigns.
(k) Nonrecourse Creditors. No creditor making a
nonrecourse loan to the Fund shall, by reason thereof, acquire
any direct or indirect interest in the profits, capital or
property of the Fund other than as a secured creditor.
(l) Agent for Service of Process. The Managing
General Partners shall take whatever action is necessary to
designate an agent in Delaware upon whom service of process upon
the Fund may lawfully be made.
(m) Principles of Construction; Severability. This
Agreement shall be construed to the maximum extent possible to
comply with all the provisions of the 1940 Act and the
Partnership Act. If, nevertheless, it shall be determined by a
court of competent jurisdiction that any provision or wording of
this Agreement shall be invalid or unenforceable under the 1940
Act, the Partnership Act or other applicable law, such invalidity
or unenforceability shall not invalidate the entire Agreement.
In that case, this Agreement shall be construed so as to limit
any term or provision so as to make it enforceable or valid
within the requirements of such law, and, in the event such term
or provision cannot be so limited, this Agreement shall be
construed to omit such invalid or unenforceable provision.
(n) Delaware Law. It is the intention of the parties
that the internal laws of the State of Delaware shall govern the
validity of this Agreement, the construction of its terms and the
interpretation of the rights and duties of the parties.
(o) Integrated Agreement. This Agreement constitutes
the entire understanding and agreement among the parties hereto
with respect to the subject matter hereof, and, except for any
other written agreements and representations which the Managing
General Partners may require of the Partners, there are no other
agreements, understandings, restrictions, representations or
warranties among the parties other than those set forth herein.
DREYFUS PARTNERSHIP MANAGEMENT, INC.
By: /s/ Joseph S. DiMartino June 29, 1992
Joseph S. DiMartino, Chairman
/s/ David P. Feldman June 29, 1992
David P. Feldman, Managing General Partner
/s/ Eugene McCarthy June 29, 1992
Eugene McCarthy, Managing General Partner
/s/ Daniel Rose June 29, 1992
Daniel Rose, Managing General Partner
/s/ Salvatore Saraceno June 29, 1992
Salvatore Saraceno, Managing General Partner
/s/ Howard Stein June 29, 1992
Howard Stein, Managing General Partner
/s/ Sander Vanocur June 29, 1992
Sander Vanocur, Managing General Partner
/s/ Rex Wilder June 29, 1992
Rex Wilder, Managing General Partner
LIMITED PARTNERS
By: /s/Howard Stein June 29, 1992
Howard Stein, Attorney-in-fact
<PAGE>
SCHEDULE A
MANAGING GENERAL PARTNER Contribution Number of
Shares
Howard Stein $ 15.00 1
200 Park Avenue
New York, New York 10166
NON-MANAGING GENERAL PARTNER
Dreyfus Partnership $ 1,015.00 67
Management, Inc.
200 Park Avenue
New York, New York 10166
INITIAL LIMITED PARTNER
Daniel C. Maclean $ 15.00 1
TAX MATTERS PARTNER
Howard Stein
200 Park Avenue
New York, New York 10166
<PAGE>
Exhibit 5(a)
MANAGEMENT AGREEMENT
DREYFUS STRATEGIC GROWTH, L.P.
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. We have discussed and concur in your employing
on this basis Osprey Funds Management, A Maryland Limited
Partnership to act as the Fund's sub-investment adviser (the
"Sub-Investment Adviser") to provide day-to-day management of the
Fund's investments.
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 supervise the continuous program
of investment, evaluation and, if appropriate, sale and
reinvestment of the Fund's assets conducted by the Sub-Investment
Adviser. You will furnish to the Fund such statistical
information, with respect to the investments which the Fund may
hold or contemplate purchasing, as the Fund may reasonably
request. The Fund wishes to be informed of important
developments materially affecting its portfolio and shall expect
you, on your own initiative, to furnish to the Fund from time to
time such information as you may believe appropriate for this
purpose.
In addition, you will supply office facilities (which
may be in your own offices), data processing services, clerical,
accounting and bookkeeping services, internal auditing and legal
services, internal executive and administrative services, and
stationery and office supplies; prepare reports to the Fund's
stockholders, tax returns, reports to and filings with the
Securities and Exchange Commission and state Blue Sky
authorities; calculate the net asset value of the Fund's shares;
and generally assist in all aspects of the Fund's operations.
You shall have the right, at your expense, to engage other
entities to assist you in performing some or all of the
obligations set forth in this paragraph, provided each such
entity enters into an agreement with you in form and substance
reasonably satisfactory to the Fund. You agree to be liable for
the acts or omissions of each such entity to the same extent as
if you had acted or failed to act under the circumstances.
You shall exercise your best judgment in rendering the
services to be provided to the Fund hereunder and the Fund agrees
as an inducement to your undertaking the same that neither you
nor the Sub-Investment Adviser shall 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 or the Sub-Investment Adviser 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, or to which the Sub-Investment
Adviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of
its duties under its Sub-Investment Advisory Agreement with you
or by reason of its reckless disregard of its obligations and
duties under said Agreement.
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 and will pay
all fees of the Sub-Investment Adviser in connection with its
duties in respect of the Fund. All other expenses to be incurred
in the operation of the Fund (other than those borne by the Sub-
Investment Adviser) 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 officers, directors, employees or holders of
5% or more of the outstanding voting securities of you or the
Sub-Investment Adviser or any affiliate of you or the Sub-
Investment Adviser, 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 and the Sub-Investment
Adviser now act, and that from time to time hereafter you or the
Sub-Investment Adviser 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 and the Sub-
Investment Adviser's 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 such companies or accounts
which have available funds for investment, the available
securities will be allocated in a manner believed 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.
Neither you nor the Sub-Investment Adviser shall 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 and, in the case
of the Sub-Investment Adviser, for a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its
obligations and duties under its Sub-Investment Advisory
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 December 29, 1994,
and thereafter shall continue automatically for successive annual
periods ending on December 29th 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.
The Fund is agreeing to the provisions of this
Agreement that limit the Sub-Investment Adviser's liability and
other provisions relating to the Sub-Investment Adviser so as to
induce the Sub-Investment Adviser to enter into its Sub-
Investment Advisory Agreement with you and to perform its
obligations thereunder. The Sub-Investment Adviser is expressly
made a third party beneficiary of this Agreement with rights as
respects the Fund to the same extent as if it had been a party
hereto.
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 and no General Partner, officer
or investor of the Fund shall be individually liable for any of
said obligations.
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 STRATEGIC GROWTH, L.P.
By:____________________________________
Accepted:
THE DREYFUS CORPORATION
By: ______________________________
<PAGE>
Exhibit 5(b)
SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
200 Park Avenue
New York, New York 10166
August 24,
1994
Osprey Funds Management, A Maryland
Limited Partnership
300 East Lombard Street, Suite 1420
Baltimore, Maryland 21202
Dear Sirs:
As you are aware, Dreyfus Strategic Growth, L.P., a
Delaware Limited Partnership (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
currently employs The Dreyfus Corporation (the "Adviser") to act
as its investment adviser pursuant to a written agreement (the
"Management Agreement"), a copy of which has been furnished to
you. The Adviser desires to employ you to act as the Fund's sub-
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 Adviser,
you will provide investment management of the Fund's portfolio in
accordance with the Fund's investment objectives and policies as
stated in the Fund's Prospectus and Statement of Additional
Information as from time to time in effect. In connection
therewith, you 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 Adviser or the Fund such statistical information, with
respect
to the investments which the Fund may hold or contemplate
purchasing, as the Adviser or the Fund may reasonably request.
The Fund and the Adviser wish to be informed of important
developments materially affecting the Fund's portfolio and shall
expect you, on your own initiative, to furnish to the Fund or the
Adviser from time to time such information as you may believe
appropriate for this purpose.
You shall exercise your best judgment in rendering the
services to be provided hereunder, and the Adviser 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 or the Adviser, provided that
nothing herein shall be deemed to protect or purport to protect
you against any liability to the Adviser, the Fund or the Fund's
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 Adviser will pay you, on the first business day of
each month, out of the management fee it receives and only to the
extent thereof, a fee calculated daily and paid monthly at the
annual rate of set forth below:
Annual Fee as a Percentage
Total Assets of Average Daily Net Assets
0 to $25 million .15 of 1%
$25 million to $75 million .25 of 1%
$75 million to $200 million .30 of 1%
$200 million to $300 million .35 of 1%
$300 million or more .375 of 1%
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. The fee for
the period from the date hereof to the end of the month hereof
shall be pro-rated according to the proportion which such period
bears to the full monthly period, and 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
within 10 business days of 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. The Adviser
and the Fund have agreed that all other expenses to be incurred
in
the operation of the Fund (other than those borne by the Adviser)
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: 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 you
or the Adviser or any affiliate of you or the Adviser, 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, printing and distributing certain prospectuses and
statements of additional information, costs of investors' reports
and meetings, costs of implementing and operating the Fund's
Service Plan, and any extraordinary expenses.
If in any fiscal year the aggregate expenses of the
Fund
(including fees pursuant to the Fund's Management 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 Adviser may deduct from
the
fees to be paid hereunder, or you will bear such excess expense
on
a pro rata basis with the Adviser, in the proportion that the
sub-
advisory fee payable to you pursuant to this Agreement bears to
the fee payable to the Adviser pursuant to the Management
Agreement, to the extent required by state law. Your obligation
pursuant hereto will be limited to the amount of your fees here-
under. 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 Adviser 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 Adviser has no objection to your so acting,
provided that when 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 services 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 or the
Adviser
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,
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 December 29, 1994,
and thereafter shall continue automatically for successive annual
periods ending on December 29th 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, as amended) 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 (i) by
the
Adviser upon 60 days' notice to you, (ii) by the Fund's Managing
General Partners or by vote of the holders of a majority of the
Fund's shares upon 60 days' notice to you, or (iii) by you upon
not less than 90 days' notice to the Fund and the Adviser. This
Agreement also will terminate automatically in the event of its
assignment (as defined in said Act). In addition,
notwithstanding
anything herein to the contrary, if the Management Agreement
terminates for any reason, this Agreement shall terminate
effective upon the date the Management Agreement terminates.
You agree to obtain and maintain in respect of the
period during which this Agreement is in effect a fidelity bond
covering you and each of your partners, officers, employees and
authorized agents in such amounts and containing such provisions
as would be required by the Investment Company Act of 1940, as
amended, and any applicable regulations thereunder if you and/or
your partners, officers, employees and authorized agents were
subject to the bonding provisions of said Act and regulations.
Such bond shall be issued by a qualified insurance carrier with a
Best's rating of at least "A" and shall name the Fund as an
insured. You agree to provide the Fund with a certificate of
insurance evidencing such coverage.
You agree to notify the Fund and the Adviser of any
change in your partnership membership within a reasonable time.
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,
THE DREYFUS CORPORATION
By:_________________________
Accepted:
OSPREY FUNDS MANAGEMENT, A MARYLAND
LIMITED PARTNERSHIP
By: MAKO INVESTMENTS, INC.
General Partner
By:__________________________
<PAGE>
Exhibit 6(a)
DISTRIBUTION AGREEMENT
DREYFUS STRATEGIC GROWTH, L.P.
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 STRATEGIC GROWTH, L.P.
By:
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
By:________________________
<PAGE>
EXHIBIT A
Reapproval Date Reapproval Day
December 29, 1995 December 29th
<PAGE>
Exhibit 6(b)
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.
<PAGE>
EXHIBIT 8(a)
CUSTODY AGREEMENT
Custody Agreement made as of January 16, 1990 between
DREYFUS STRATEGIC AGGRESSIVE 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.
<PAGE>
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.
<PAGE>
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 AGGRESSIVE
INVESTING, L.P.
By:
Attest:
THE BANK OF NEW YORK
By:
Attest:
<PAGE>
Appendix A
DREYFUS STRATEGIC AGGRESSIVE 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.
<PAGE>
DREYFUS STRATEGIC AGGRESSIVE 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
Howard Stein President and Investment Officer
Walter E. Burlock, Jr. Vice President and Investment Officer
Ina G. Goodman Vice President and Investment Officer
Barbara L. Kenworthy Vice President and Investment Officer
John J. Pyburn Treasurer
Daniel C. Maclean Secretary
Robert I. Frenkel Assistant Secretary
Christine Pavalos Assistant Secretary
Jeffrey N. Nachman Controller
Stephen Warm Investment Officer
Wolodymyr Wronskyj Investment officer
__________________________ ____________________________
Title: Title:
<PAGE>
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
<PAGE>
Schedule A
The fees payable to the Custodian with respect to
securities held in domestic custody are annexed hereto.
<PAGE>
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
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
<PAGE>
Exhibit 8(b)
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 section 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 section 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
<PAGE>
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
<PAGE>
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
<PAGE>
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:__________________________
<PAGE>
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
<PAGE>
[LETTERHEAD OF STROOCK & STROOCK & LAVAN]
EXHIBIT 10
March 24, 1987
Dreyfus Strategic Aggressive
Investing, L.P.
666 Old Country Road
Garden City, New York 11530
Gentlemen:
We have acted as counsel to Dreyfus Strategic
Aggressive Investing, L.P. (the "Fund") in connection with the
preparation of a Registration Statement on Form N-1A,
Registration No. 33-11677 (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.
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 are not
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
<PAGE>
[LETTERHEAD OF MORRIS, NICHOLS, ARSHT & TUNNELL]
March 24, 1987
Dreyfus Strategic Aggressive
Investing, L.P.
666 Old Country Road
Garden City, New York 11530
Re: Dreyfus Strategic Aggressive
Investing, L.P.
Gentlemen:
We have acted as special Delaware counsel to Dreyfus
Strategic Aggressive 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. 33-11677 (and related Prospectus) on
Form N-1A filed with the Securities and Exchange Commission in
connection with the registration of the Shares (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
February 5, 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 February 5, 1987 and filed in the Office of the Secretary of
State of the State of Delaware (the "Recording Office") on
February 6, 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:
1. 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 (1) 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 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
<PAGE>
Exhibit 11
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions
"Condensed Financial Information" and "Custodian, Transfer and
Distribution Disbursing Agent, Counsel and Independent Auditors"
and to the use of our report
dated February 2, 1995, in this Registration Statement (Form N-1A
33-11677) of Dreyfus Strategic Growth L.P.
ERNST & YOUNG LLP
New York, New York
February 22, 1995
<PAGE>
Exhibit 15
DREYFUS STRATEGIC GROWTH, L.P.
SERVICE PLAN
Introduction: It has been proposed that the above-
captioned investment company (the "Fund") adopt a Service Plan
(the "Plan") in accordance with Rule 12b-1, promulgated under
the Investment Company Act of 1940, as amended (the "Act").
Under the Plan, the Fund would pay for the costs and expenses of
preparing, printing and distributing its prospectuses and
statements of additional information, and would (a)
reimburse the Fund's distributor (the "Distributor") for
payments to third parties for distributing the Fund's shares and
servicing shareholder accounts ("Servicing") (the payments in
this clause (a) being referred to as the "Distributor Payments")
and (b) pay The Dreyfus Corporation, Dreyfus Service Corporation
and any affiliate of either of them (collectively, "Dreyfus")
for advertising and marketing relating to the Fund and for
Servicing (the payments in this clause (b) being referred to as
"Dreyfus Payments"). If this proposal is to be implemented, the
Act and said Rule 12b-1 require that a written plan describing
all material aspects of the proposed financing be adopted by the
Fund.
The Fund's Board, in considering whether the Fund
should implement a written plan, has requested and evaluated
such information as it deemed necessary to an informed
determination as to whether a written plan should be implemented
and has considered such pertinent factors as it deemed necessary
to form the basis for a decision to use assets of the Fund for
such purposes.
In voting to approve the implementation of such a
plan, the Board members have concluded, in the exercise of their
reasonable business judgment and in light of their respective
fiduciary duties, that there is a reasonable likelihood that the
plan set forth below will benefit the Fund and its shareholders.
The Plan: The material aspects of this Plan are as
follows:
1. The Fund shall pay all costs of preparing and
printing prospectuses and statements of additional information
for regulatory purposes and for distribution to existing
shareholders. The Fund also shall pay an amount of the costs
and expenses in connection with (a) preparing, printing and
distributing the Fund's prospectuses and statements of
additional information used for other purposes and (b)
implementing and operating this Plan, such aggregate amount not
to exceed in any fiscal year of the Fund the greater of $100,000
or .005 of 1% of the average daily value of the Fund's net
assets for such fiscal year.
2. (a) The aggregate annual fee the Fund may pay
under this Plan for Distributor Payments and Dreyfus Payments is
.25 of 1% of the value of the Fund's average daily net assets
for such year (the "Aggregate Amount").
(b) The Fund shall reimburse the Distributor in
respect of Distributor Payments an amount not to exceed an
annual rate of .25 of 1% of the value of the Fund's average
daily net assets for such year (the "Distributor Amount").
(c) The Fund shall pay Dreyfus in respect of
Dreyfus Payments an annual fee equal to the difference between
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
<PAGE>
OTHER EXHIBIT
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
<PAGE>
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
<PAGE>
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.
/s/ Gordon J. Davis /s/ Daniel Rose
Gordon J. Davis, Board Member Daniel Rose, Board Member
/s/ David P. Feldman /s/ Sander Vanocur
David P. Feldman, Board Member Sander Vanocur, Board Member
/s/ Lynn Martin /s/ Anne Wexler
Lynn Martin, Board Member Anne Wexler, Board Member
/s/ Eugene McCarthy /s/ Rex Wilder
Eugene McCarthy, Board Member Rex Wilder, Board Member
Dated: August 30, 1994
<PAGE>
EXHIBIT 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
<PAGE>
OTHER EXHIBIT
DREYFUS STRATEGIC GROWTH, L.P.
Certificate of Secretary
The undersigned, Eric B. Fischman, Assistant Secretary
of Dreyfus Strategic 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 28, 1995.
Eric B. Fischman
Assistant Secretary
<PAGE>
[ARTICLE] 6
[CIK] 0000810540
[NAME] DREYFUS STRATEGIC GROWTH, L.P.
[MULTIPLIER] 1000
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1994
[PERIOD-END] DEC-31-1994
[INVESTMENTS-AT-COST] 95714
[INVESTMENTS-AT-VALUE] 95070
[RECEIVABLES] 19130
[ASSETS-OTHER] 99
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 114299
[PAYABLE-FOR-SECURITIES] 1519
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 13886
[TOTAL-LIABILITIES] 15405
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 62181
[SHARES-COMMON-STOCK] 2512
[SHARES-COMMON-PRIOR] 1188
[ACCUMULATED-NII-CURRENT] 14196
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 23723
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] (1206)
[NET-ASSETS] 98894
[DIVIDEND-INCOME] 342
[INTEREST-INCOME] 2471
[OTHER-INCOME] 0
[EXPENSES-NET] 1200
[NET-INVESTMENT-INCOME] 1613
[REALIZED-GAINS-CURRENT] 1613
[APPREC-INCREASE-CURRENT] (3310)
[NET-CHANGE-FROM-OPS] (84)
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 1799
[NUMBER-OF-SHARES-REDEEMED] (475)
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 53496
[ACCUMULATED-NII-PRIOR] 12583
[ACCUMULATED-GAINS-PRIOR] 22110
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 556
[INTEREST-EXPENSE] 37
[GROSS-EXPENSE] 1200
[AVERAGE-NET-ASSETS] 74188
[PER-SHARE-NAV-BEGIN] 38.22
[PER-SHARE-NII] .87
[PER-SHARE-GAIN-APPREC] .28
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 39.37
[EXPENSE-RATIO] .015
[AVG-DEBT-OUTSTANDING] 556
[AVG-DEBT-PER-SHARE] .30
</TABLE>
