File No. 811-5270
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 53 [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 53 [ X ]
(Check appropriate box or boxes.)
THE DREYFUS/LAUREL FUNDS, INC.
---------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
John E. Pelletier
Secretary
The Dreyfus/Laurel Funds, Inc.
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)(1)
----
on (date) pursuant to paragraph (a)(1)
----
75 days after filing pursuant to paragraph (a)(2)
----
__X__ on November 4, 1997 pursuant to paragraph (a)(2) 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 beneficial
interest 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 fiscal year
ended October 31, 1996 was filed on or about December 31, 1996.
<PAGE>
DREYFUS PREMIER LARGE COMPANY GROWTH FUND
CROSS-REFERENCE SHEET PURSUANT TO RULE 495(A)
The following post-effective amendment to the Registrant's Registration
Statement on Form N-1A does not affect the Registration Statements of the
following Series of the Registrant:
DREYFUS BOND MARKET INDEX FUND
DREYFUS DISCIPLINED INTERMEDIATE BOND FUND
DREYFUS MONEY MARKET RESERVES
DREYFUS MUNICIPAL RESERVES
DREYFUS U.S. TREASURY RESERVES
DREYFUS DISCIPLINED STOCK FUND
DREYFUS DISCIPLINED MIDCAP STOCK FUND
DREYFUS INTERNATIONAL EQUITY ALLOCATION FUND
DREYFUS INSTITUTIONAL PRIME MONEY MARKET FUND
DREYFUS INSTITUTIONAL GOVERNMENT MONEY MARKET FUND
DREYFUS INSTITUTIONAL U.S. TREASURY MONEY MARKET FUND
DREYFUS INSTITUTIONAL S&P 500 STOCK INDEX FUND
DREYFUS PREMIER LIMITED TERM INCOME FUND
DREYFUS DISCIPLINED EQUITY INCOME FUND
DREYFUS PREMIER BALANCED FUND
DREYFUS PREMIER SMALL COMPANY STOCK FUND
Items in
Part A of Prospectus
Form N-1A Caption Caption
- -------- ----------
1 Cover Page Cover Page
2 Synopsis Expense Summary
3 Condensed Financial Financial Highlights
Information
4 General Description of Investment Objective
Registrant Management Policies; Investment
Techniques; Certain Portfolio
Securities; General Information
5 Management of the Fund Management of the Fund; General
Information
5A Management's Discussion Management's Discussion
of Fund's Performance of Fund's Performance
6 Capital Stock and Alternative Purchase
Other Securities Methods; How to Buy Shares;
How to Redeem Shares;
Dividends Other Distributions
and Taxes; General Information
7 Purchase of Securities Expense Summary;
Being Offered Alternative Purchase Methods;
How to Buy Shares; Shareholder
Services; Distribution Plans; How
to Redeem Shares
8 Redemption or How to Redeem Shares
Repurchase
ii
<PAGE>
DREYFUS PREMIER LARGE COMPANY GROWTH FUND
CROSS-REFERENCE SHEET PURSUANT TO RULE 495(A) (CONTINUED)
Items in
Part B of Statement of Additional
Form N-1A Caption Information Caption
- --------- ------- -------------------
9 Pending Legal Not Applicable
Proceedings
10 Cover Page Cover
11 Table of Contents Table of Contents
12 General Information Management of the Fund
and History
13 Investment Objectives Investment Objective
and Policies and Management Policies
14 Management of the Fund Management of the Fund;
Management Agreement
15 Control Persons and Management of the Fund
Principal Holders of
Securities
16 Investment Advisory Management of the Fund;
and Other Services Management Agreement;
Shareholder Services
17 Investment Allocation Investment Objectives and Management
and Other Services Policies; Portfolio Transactions
18 Capital Stock and Description of the Fund;
Other Securities See Prospectus -- "Cover Page" and
"How to Redeem Fund Shares"
19 Purchase, Redemption Purchase of Shares;
and Pricing of Distribution and Service Plans;
Securities Being Offered Redemption of Shares; Determination
of Net Asset Value
20 Tax Status Dividends, Other Distributions and
Taxes
21 Underwriters Purchase of Shares;
Distribution and Service Plans
22 Calculation of Performance Information
Performance Data
23 Financial Statements Financial Statements
24 Financial Statements and C-1
Exhibits
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
iii
<PAGE>
DREYFUS PREMIER LARGE COMPANY GROWTH FUND
CROSS-REFERENCE SHEET PURSUANT TO RULE 495(A) (CONTINUED)
Items in
Part B of Statement of Additional
Form N-1A Caption Information Caption
- --------- ------- -------------------
27 Indemnification C-3
28 Business and Other Connections of C-5
Investment Adviser
29 Principal Underwriters C-8
30 Location of Accounts and Records C-10
31 Management Services C-10
32 Undertakings C-11
iv
<PAGE>
DREYFUS PREMIER LARGE COMPANY GROWTH FUND
PROSPECTUS NOVEMBER 4, 1997
Dreyfus Premier Large Company Growth Fund (the "Fund") is a separate,
diversified portfolio of The Dreyfus/Laurel Funds, Inc., an open-end management
investment company (the "Company"), known as a mutual fund. The Fund's
investment objective is capital appreciation. The Fund seeks to achieve its
investment objective by investing principally in equity securities of large
capitalization companies that are publicly traded in the United States.
By this Prospectus, the Fund is offering four Classes of shares -- Class A,
Class B, Class C and Class R -- which are described herein. See "Alternative
Purchase Methods." The Dreyfus Corporation serves as the Fund's investment
manager. The Dreyfus Corporation is referred to as "Dreyfus."
Each Class of shares may be purchased or redeemed by telephone using the
TELETRANSFER Privilege.
------------------------------
This Prospectus sets forth concisely information about the Fund that you
should know before investing. It should be read carefully before you invest and
retained for future reference.
The Statement of Additional Information, dated November 4, 1997, which may be
revised from time to time ("SAI"), provides a further discussion of certain
areas in this Prospectus and other matters which may be of interest to some
investors. It has been filed with the Securities and Exchange Commission ("SEC")
and is incorporated herein by reference. The SEC maintains a Web site
(http://www.sec.gov) that contains the SAI, material incorporated by reference,
and other information regarding the Fund. For a free copy of the SAI, write to
the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or call
1-800-554-4611. When telephoning, ask for Operator 144.
------------------------------
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. MUTUAL
FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
THE FEES TO WHICH THE FUND IS SUBJECT ARE SUMMARIZED IN THE "EXPENSE SUMMARY"
SECTION OF THE FUND'S PROSPECTUS. THE FUND PAYS AN AFFILIATE OF MELLON BANK,
N.A. ("MELLON BANK") TO BE ITS INVESTMENT MANAGER. MELLON BANK OR AN AFFILIATE
MAY BE PAID FOR PERFORMING OTHER SERVICES FOR THE FUND, SUCH AS CUSTODIAN,
TRANSFER AGENT OR FUND ACCOUNTANT SERVICES. THE FUND IS DISTRIBUTED BY PREMIER
MUTUAL FUND SERVICES, INC. (THE "DISTRIBUTOR").
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
Expense Summary.............................................................. 3
Alternative Purchase Methods.................................................. 4
Description of the Fund....................................................... 5
Management of the Fund........................................................ 9
How to Buy Shares.............................................................10
Shareholder Services..........................................................14
How to Redeem Shares..........................................................17
Distribution Plans (Class A Plan and Class B and C Plans).....................20
Dividends, Other Distributions and Taxes.....................................21
Performance Information.......................................................23
General Information...........................................................24
2
<PAGE>
EXPENSE SUMMARY
CLASS A CLASS B CLASS C CLASS R
------- ------- ------- -------
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) 5.75% None None None
Maximum Deferred Sales Charge Imposed
on Redemptions (as a percentage of the
amount subject to charge)......... None* 4.00% 1.00% None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net
assets) 1.00% 1.00% 1.00% 1.00%
Management Fees.................. .25% 1.00% 1.00% None
12b-1 Fees(1).................... .00% .00% .00% .00%
----- ----- ----- -----
Other Expenses(2)................. 1.25% 2.00% 2.00% 1.00%
Total Fund Operating Expenses.....
EXAMPLE
You would pay the following
expenses on a $1,000 investment,
assuming (1) a 5% annual return and
(2) except where noted, redemption
at the end of each time period:
CLASS A CLASS B CLASS C CLASS R
------- ------- ------- -------
1 YEAR.............................. $70 $60/$20** $30/$20** $10
3 YEARS............................. $95 $93/$63** $__/63** $32
- -------------------
* A contingent deferred sales charge of 1% may be assessed on certain
redemptions of Class A shares purchased without an initial sales charge as
part of an investment of $1 million or more. See "How to Buy Shares Class A
Shares."
** Assuming no redemption of shares.
(1)See "Distribution Plans (Class A Plan and Class B and C Plans)" for a
description of the Fund's Distribution Plans and Service Plan for Class A,
Class B and Class C shares.
(2) Does not include fees and expenses of the non-interested Directors.
The investment adviser is contractually required to reduce its management
fee in an amount equal to the Fund's allocable portion of such fees and
expenses, which are estimated to be less than .01% of the Fund's net
assets. (See "Management of the Fund.")
- --------------------------------------------------------------------------------
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
costs and expenses that investors will bear, directly or indirectly, the payment
of which will reduce investors' return on an annual basis. Other expenses are
based on estimated amounts for the current fiscal year. The information in the
foregoing table does not reflect any fee waivers or expense reimbursement
arrangements that may be in effect. Long-term investors in Class A, Class B or
Class C shares could pay more in 12b-1 fees than the economic equivalent of
paying the maximum front-end sales charges applicable to mutual funds sold by
members of the National Association of Securities Dealers, Inc. ("NASD").
Certain banks, securities dealers and brokers ("Selected Dealers") or other
financial institutions (including Mellon Bank and its affiliates) (collectively,
"Agents") may charge their clients direct fees for effecting transactions in
Fund shares; such fees are not reflected in the foregoing table. See "Management
of the Fund," "How to Buy Shares" and "Distribution Plans (Class A Plan and
Class B and C Plans)."
The Company understands that Agents may charge fees to their clients who
are owners of the Fund's Class A, Class B, or Class C shares for various
services provided in connection with a client's account. These fees would be in
addition to any amounts received by an Agent under its Selling Agreement
("Agreement") with the Distributor. The Agreement requires each Agent to
disclose to its clients any compensation payable to such Agent by the
Distributor and any other compensation payable by the clients for various
services provided in connection with their accounts.
3
<PAGE>
ALTERNATIVE PURCHASE METHODS
The Fund offers you four methods of purchasing Fund shares; you may choose
the Class of shares that best suits your needs, given the amount of your
purchase, the length of time you expect to hold your shares and any other
relevant circumstances. Each Fund share represents an identical pro rata
interest in the Fund's investment portfolio.
Class A shares are sold at net asset value per share plus a maximum
initial sales charge of 5.75% of the public offering price imposed at the time
of purchase. The initial sales charge may be reduced or waived for certain
purchases. See "How to Buy Shares - Class A Shares." These shares are subject to
an annual 12b-1 fee at the rate of .25 of 1% of the value of the average daily
net assets of Class A. See "Distribution Plans - Distribution Plan -- Class A
Shares."
Class B shares are sold at net asset value per share with no initial sales
charge at the time of purchase; as a result, the entire purchase price is
immediately invested in the Fund. Class B shares are subject to a maximum 4%
contingent deferred sales charge ("CDSC"), which is assessed only if you redeem
Class B shares within the first six years of their purchase. See "How to Buy
Shares - Class B Shares" and "How to Redeem Shares-- Contingent Deferred Sales
Charge--Class B Shares." These shares also are subject to an annual distribution
fee at the rate of .75 of 1% of the value of the average daily net assets of
Class B. In addition, Class B shares are subject to an annual service fee at the
rate of .25 of 1% of the value of the average daily net assets of Class B. See
"Distribution Plans - Distribution and Service Plans -- Class B and C Shares."
The distribution and service fees paid by Class B will cause such Class to have
a higher expense ratio and to pay lower dividends than Class A. Approximately
six years after the date of purchase (or, in the case of Class B shares of the
Fund acquired through exchange of Class B shares of another fund advised by
Dreyfus, the date of purchase of the original Class B shares of the fund
exchanged), Class B shares will automatically convert to Class A shares, based
on the relative net asset values for shares of each such Class. The converted
shares will no longer be subject to the service plan fee for Class B shares and
will be subject to the lower distribution fee of Class A shares. (Such
conversion is subject to suspension by the Board of Trustees if adverse tax
consequences might result.) Class B shares that have been acquired through the
reinvestment of dividends and other distributions will be converted on a pro
rata basis together with other Class B shares, in the proportion that a
shareholder's Class B shares converting to Class A shares bears to the total
Class B shares not acquired through the reinvestment of dividends and
distributions.
Class C shares are sold at net asset value per share with no initial sales
charge at the time of purchase; as a result, the entire purchase price is
immediately invested in the Fund. Class C shares are subject to a 1% CDSC, which
is assessed only if you redeem Class C shares within one year of their purchase.
See "How to Redeem Shares -- Contingent Deferred Sales Charge -- Class C
Shares." These shares also are subject to an annual distribution fee at the rate
of .75 of 1%, and an annual service fee at the rate of .25 of 1%, of the value
of the average daily net assets of Class C. See "Distribution Plans --
Distribution and Service Plans -- Class B and C Shares." The distribution and
service fees paid by Class C will cause such Class to have a higher expense
ratio and to pay lower dividends than Class A.
Class R shares generally may not be purchased directly by individuals,
although eligible institutions may purchase Class R shares for accounts
maintained by individuals. Class R shares are sold at net asset value per share
to bank trust departments and other financial service providers (including
Mellon Bank and its affiliates) ("Banks") acting on behalf of customers having a
qualified trust or investment account or relationship at such institution, or to
customers who have received or hold shares of the Fund distributed to them by
virtue of such an account or relationship. Class A, Class B and Class C shares
are sold primarily to clients of Agents that have entered into Agreements with
the Distributor.
The decision as to which Class of shares is most beneficial to you depends on
the amount and the intended length of your investment. You should consider
whether, during the anticipated life of your investment in the Fund, the
accumulated distribution fee, service fee and CDSC, if any, on Class B or Class
C shares would be less than the accumulated distribution fee and initial sales
charge on Class A shares purchased at the same time, and to what extent, if any,
such differential would be offset by the return of Class A. Additionally,
investors qualifying for reduced initial sales charges who expect to maintain
their investment for an extended period of time might consider purchasing Class
A shares because the accumulated continuing distribution and service fees on
Class B or Class C shares may exceed the accumulated distribution fee and
initial sales charge on Class A shares during the life of the investment.
4
<PAGE>
Finally, you should consider the effect of the CDSC period and any conversion
rights of the Classes in the context of your own investment time frame. For
example, while Class C shares have a shorter CDSC period than Class B shares,
Class C shares do not have a conversion feature and, therefore, are subject to
ongoing distribution and service fees. Thus, Class B shares may be more
attractive than Class C shares to investors with longer term investment
outlooks. Generally, Class A shares may be more appropriate for investors who
invest $1,000,000 or more in Fund shares, but will not be appropriate for
investors who invest less than $50,000 in Fund shares.
DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE
The Fund's investment objective is capital appreciation. The objective is not
fundamental. There can be no assurance that the Fund's investment objective will
be achieved.
MANAGEMENT POLICIES
The Fund invests in a diversified portfolio of common stocks of large
capitalization companies that Dreyfus believes offer above average potential for
appreciation in market value. The Fund's portfolio seeks to have industry
representations and a risk profile which are similar to the Russell 1000
Index(R) ("Russell 1000"). Under normal market conditions, the Fund will invest
at least 80% of its total assets in common stocks of companies that have total
market capitalizations of at least $1 billion and are publicly traded in the
United States. Because large-sized companies are generally established
companies, they are likely to experience less volatility (and growth potential)
as compared to medium and small capitalization companies. The potential for
current income will not be a consideration in the selection of portfolio
securities under normal conditions.
Dreyfus utilizes computer techniques to construct and track the Fund's
portfolio. Dreyfus employs statistical models designed to identify stocks of
companies that are underpriced and should be purchased and retained by the Fund.
The information analyzed within the models can be classified broadly into three
categories: value, or how a stock is priced relative to both its current and
longer-term intrinsic worth; growth (momentum), which is measured in terms of
the probability of exceeding Wall Street's earnings expectations; and financial
attributes, which essentially measure the health of a company. In each economic
sector, Dreyfus identifies stocks that have the best combination of relative
undervaluation and improving earnings momentum. Through this extensive
quantitative system, each stock is then ranked according to its relative
attractiveness. The computerized ranking system incorporates information about
the relevant criteria as of the most recent period for which data are available
to the system. Once ranked, the securities are categorized under the headings
"buy", "sell" or "hold". Dreyfus decides whether to buy, sell, or hold the
security based principally on the system's categorization, subject to
modification based on subsequently available or other specific relevant
information about the security.
The Fund may also invest in: (1) obligations issued or guaranteed as to
interest and principal by the U.S. Government, its agencies and
instrumentalities; (2) instruments of U.S. and foreign banks, including
certificates of deposit, banker's acceptances and time deposits, Eurodollar
Certificates of Deposit ("ECDs"), Yankee Certificates of Deposit ("Yankee CDs")
and Eurodollar Time Deposits ("ETDs"); (3) repurchase agreements; (4) commercial
paper; (5) corporate obligations rated at least Baa by Moody's Investors
Service, Inc. ("Moody's"), or BBB by Standard & Poor's Rating Services
("Standard & Poor's") or, if unrated, of comparable quality as determined by
Dreyfus; (6) Eurodollar bonds and notes; and (7) preferred stocks and
convertible securities. Securities rated BBB by Standard & Poor's or Baa by
Moody's are considered by those rating agencies to be "investment grade"
securities, although Moody's considers securities rated Baa to have speculative
characteristics. Further, while bonds rated BBB by Standard & Poor's exhibit
adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest and
principal for debt in this category than debt in higher rated categories. A
description of these ratings is contained in the SAI. The Fund will dispose in a
5
<PAGE>
prudent and orderly fashion of bonds whose ratings drop below these minimum
ratings. The Fund may also utilize securities lending and reverse repurchase
agreements, may engage in when-issued transactions, and may enter into options
and futures contracts for hedging purposes, subject to certain limitations.
Under normal market conditions, the Fund does not expect to have a
substantial portion of its assets invested in instruments other than common
stocks. However, when Dreyfus determines that adverse market conditions exist,
the Fund may adopt a temporary defensive posture and invest a substantial
portion or all of its assets in high quality money market instruments.
INVESTMENT TECHNIQUES
In connection with its investment objective and policies, the Fund may
employ, among others, the following investment techniques:
BORROWING. The Fund is authorized, within specified limits, to borrow
money for temporary administrative purposes and to pledge its assets in
connection with such borrowings.
SECURITIES LENDING. To increase return on Fund securities, the Fund may lend
its portfolio securities to broker-dealers and other institutional investors
pursuant to agreements requiring that the loans be continuously secured by
collateral equal at all times in value to at least the market value of the
securities loaned. There may be risks of delay in receiving additional
collateral or in recovering the securities loaned or even a loss of rights to
the collateral should the borrower of the securities fail financially.
Securities loans, however, are made only to borrowers deemed by Dreyfus to be of
good standing and when, in its judgment, the income to be earned from the loan
justifies the attendant risks.
REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements. A
repurchase agreement involves the purchase of a security by the Fund and a
simultaneous agreement (generally with a bank or broker-dealer) to repurchase
that security from the Fund at a specified price and date or upon demand. This
technique offers a method of earning income on idle cash. A risk associated with
repurchase agreements is the failure of the seller to repurchase the securities
as agreed, which may cause the Fund to suffer a loss if the market value of such
securities declines before they can be liquidated on the open market. Repurchase
agreements with a duration of more than seven days are considered illiquid
securities and are subject to the associated limits discussed under "Certain
Portfolio Securities - Illiquid Securities."
REVERSE REPURCHASE AGREEMENTS. The Fund may enter into reverse repurchase
agreements to meet redemption requests where the liquidation of fund securities
is deemed by Dreyfus to be disadvantageous. Under a reverse repurchase
agreement, the Fund: (i) transfers possession of fund securities to a bank or
broker-dealer in return for cash in an amount equal to a percentage of the
securities' market value; and (ii) agrees to repurchase the securities at a
future date by repaying the cash with interest. Cash or liquid high-grade debt
securities held by the Fund equal in value to the repurchase price including any
accrued interest will be maintained in a segregated account while a reverse
repurchase agreement is in effect.
WHEN-ISSUED SECURITIES AND DELAYED DELIVERY TRANSACTION. To secure
advantageous prices or yields, the Fund may purchase U.S. Government Securities
(as described below) on a when-issued basis or may purchase or sell securities
for delayed delivery. In such transactions, delivery of the securities occurs
beyond the normal settlement periods, but no payment or delivery is made by the
Fund prior to the actual delivery or payment by the other party to the
transaction. The purchase of securities on a when-issued or delayed delivery
basis involves the risk that, as a result of an increase in yields available in
the marketplace, the value of the securities purchased will decline prior to the
settlement date. The sale of securities for delayed delivery involves the risk
that the prices available in the market on the delivery date may be greater than
those obtained in the sale transaction. The Fund will establish a segregated
account consisting of cash, U.S. Government Securities or other high-grade debt
obligations in an amount at least equal at all times to the amounts of its
when-issued and delayed delivery commitments.
FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS. The Fund may purchase and
sell various financial instruments, including financial futures contracts (such
as index futures contracts) and options (such as options on U.S. or foreign
securities or indices of such securities). These instruments may be used, for
example, to preserve a return or spread or to facilitate or substitute for the
6
<PAGE>
sale or purchase of securities. The Fund's ability to use these instruments may
by limited by market conditions, regulatory limits and tax considerations. The
Fund might not use any of these strategies and there can be no assurance that
any strategy that is used will succeed. See the SAI for more information
regarding these instruments and the risks relating thereto. The Fund may not
purchase put or call options that are traded on a national stock exchange in an
amount exceeding 5% of its net assets.
The use of futures, options and other derivatives involves special risks,
including: (1) possible imperfect or no correlation between price movements of
the portfolio investments (held or intended to be purchased) involved in the
transaction and price movements of the instruments involved in the transaction;
(2) possible lack of a liquid secondary market for any particular instrument at
a particular time; (3) the need for additional portfolio management skills and
techniques; (4) losses due to unanticipated market price movements and changes
in liquidity; (5) the fact that, while such strategies can reduce the risk of
loss, they can also reduce the opportunity for gain, or even result in losses,
by offsetting favorable price movements in portfolio investments; (6) incorrect
forecasts by Dreyfus concerning interest or currency exchange rates or direction
of price fluctuations of the investment involved in the transaction, which may
result in the strategy being ineffective; (7) loss of premiums paid by the Fund
on options it purchases; and (8) the possible inability of the Fund to purchase
or sell a portfolio security at a time when it would otherwise be favorable for
it to do so, or the need to sell a portfolio security at a disadvantageous time,
due to the need for the Fund to maintain "cover" or to segregate securities in
connection with such transactions and the possible inability of the Fund to
close out or liquidate its positions.
Dreyfus may use futures and options for hedging purposes (to adjust the risk
characteristics of the Fund's portfolio) and may use these instruments to adjust
the return characteristics of the Fund's portfolio of investments. This can
increase investment risk. If Dreyfus judges market conditions incorrectly or
employs a strategy that does not correlate well with the Fund's investments,
these techniques could result in a loss, regardless of whether the intent was to
reduce risk or increase return. These techniques may increase the volatility of
the Fund and may involve a small investment of cash relative to the magnitude of
the risk assumed. In addition, these techniques could result in a loss if the
counterparty to the transaction does not perform as promised or if there is not
a liquid secondary market to close out a position that the Fund has entered
into.
CERTAIN PORTFOLIO SECURITIES
AMERICAN DEPOSITORY RECEIPTS AND NEW YORK SHARES. The Fund may invest in U.S.
dollar-denominated American Depository Receipts ("ADRs") and New York Shares.
ADRs typically are issued by an American bank or trust company and evidence
ownership of underlying securities issued by foreign companies. New York Shares
are securities of foreign companies that are issued for trading in the United
States. ADRs and New York Shares are traded in the United States on national
securities exchanges or in the over-the-counter market.
COMMERCIAL PAPER. The Fund may invest in commercial paper. These instruments
are short-term obligations issued by banks and corporations that have maturities
ranging from 2 to 270 days. Each instrument may be backed only by the credit of
the issuer or may be backed by some form of credit enhancement, typically in the
form of a guarantee by a commercial bank. Commercial paper backed by guarantees
of foreign banks may involve additional risk due to the difficulty of obtaining
and enforcing judgments against such banks and the generally less restrictive
regulations to which such banks are subject. The Fund will only invest in
commercial paper of U.S. and foreign companies rated at the time of purchase at
least A-1 by Standard & Poor's, Prime-1 by Moody's, F-1 by Fitch Investors
Service LLP, Duff 1 by Duff & Phelps, Inc., or A1 by IBCA, Inc.
ECD'S, ETDS, YANKEE CDS AND EURODOLLAR BONDS AND NOTES. The Fund may invest
in ECDs, ETDs, Yankee CDs, and Eurodollar bonds and notes. ECDs are U.S.
dollar-denominated certificates of deposit issued by foreign branches of
domestic banks. ETDs are U.S. dollar-denominated time deposits in a foreign
branch of a U.S. bank or a foreign bank. Yankee CDs are certificates of deposit
issued by a U.S. branch of a foreign bank denominated in U.S. dollars and held
in the United States. Eurodollar bonds and notes are obligations which pay
principal and interest in U.S. dollars held in banks outside the United States,
primarily in Europe. All of these obligations are subject to somewhat different
risks than are the obligations of domestic banks or issuers in the United
States. These include fluctuations in currency exchange rates, revaluation of
currencies, adverse political and economic developments, the possible imposition
of currency exchange blockages or other foreign governmental laws or
restrictions, reduced availability of public information concerning issuers,
7
<PAGE>
possible adverse tax consequences, and the fact that foreign issuers generally
are not subject to uniform accounting, auditing and financial reporting
standards or to other regulatory practices and requirements comparable to those
applicable to U.S. issuers.
ILLIQUID SECURITIES. The Fund will not knowingly invest more than 15% of the
value of its net assets in illiquid securities, including time deposits and
repurchase agreements having maturities longer than seven days. Securities that
have readily available market quotations are not deemed illiquid for purposes of
this limitation (irrespective of any legal or contractual restrictions on
resale). The Fund may invest in commercial obligations issued in reliance on the
so-called "private placement" exemption from registration afforded by Section
4(2) of the Securities Act of 1933, as amended ("Section 4(2) paper"). The Fund
may also purchase securities that are not registered under the Securities Act of
1933, as amended, but that can be sold to qualified institutional buyers in
accordance with Rule 144A under that Act ("Rule 144A securities"). Liquidity
determinations with respect to Section 4(2) paper and Rule 144A securities will
be made by the Board of Directors or by Dreyfus pursuant to guidelines
established by the Board of Directors. The Board or Dreyfus will consider
availability of reliable price information and other relevant information in
making such determinations. Section 4(2) paper is restricted as to disposition
under the federal securities laws, and generally is sold to institutional
investors, such as the Fund, that agree that they are purchasing the paper for
investment and not with a view to public distribution. Any resale by the
purchaser must be pursuant to registration or an exemption therefrom. Section
4(2) paper normally is resold to other institutional investors like the Fund
through or with the assistance of the issuer or investment dealers who make a
market in the Section 4(2) paper, thus providing liquidity. Rule 144A securities
generally must be sold to other qualified institutional buyers. If a particular
investment in Section 4(2) paper or Rule 144A securities is not determined to be
liquid, that investment will be included within the percentage limitation on
investment in illiquid securities. The ability to sell Rule 144A securities to
qualified institutional buyers is a recent development and it is not possible to
predict how this market will mature. Investing in Rule 144A securities could
have the effect of increasing the level of Fund illiquidity to the extent that
qualified institutional buyers become, for a time, uninterested in purchasing
these securities from the Fund or other holders.
OTHER INVESTMENT COMPANIES. The Fund may invest in securities issued by other
investment companies to the extent that such investments are consistent with the
Fund's investment objective and policies and permissible under the Investment
Company Act of 1940, as amended ("1940 Act"). As a shareholder of another
investment company, the Fund would bear, along with other shareholders, its pro
rata portion of the other investment company's expenses, including advisory
fees. These expenses would be in addition to the advisory and other expenses
that the Fund bears directly in connection with its own operations.
U.S. GOVERNMENT SECURITIES. The Fund may invest in obligations issued or
guaranteed as to both principal and interest by the U.S. Government or backed by
the full faith and credit of the United States. In addition to direct
obligations of the U.S. Treasury, these include securities issued or guaranteed
by the Federal Housing Administration, Farmers Home Administration,
Export-Import Bank of the United States, Small Business Administration,
Government National Mortgage Association, General Services Administration and
Maritime Administration. Investments may also be made in U.S. Government
obligations that do not carry the full faith and credit guarantee, such as those
issued by Fannie Mae, the Federal Home Loan Mortgage Corporation, or other
instrumentalities.
PORTFOLIO TURNOVER. While securities are purchased for the Fund on the basis
of potential for capital appreciation and not for short-term trading profits,
the Fund's turnover rate may exceed 100%. A portfolio turnover rate of 100%
would occur, for example, if all the securities held by the Fund were replaced
once in a period of one year. A higher rate of portfolio turnover involves
correspondingly greater brokerage commissions and other expenses that must be
borne directly by the Fund and, thus, indirectly by its shareholders. In
addition, a high rate of portfolio turnover may result in the realization of
larger amounts of short-term capital gains that, when distributed to the Fund's
shareholders, are taxable to them as ordinary income. Nevertheless, securities
transactions for the Fund will be based only upon investment considerations and
will not be limited by any other considerations when Dreyfus deems it
appropriate to make changes in the Fund's assets.
LIMITING INVESTMENT RISKS. The Fund is subject to a number of investment
limitations. Certain limitations are matters of fundamental policy and may not
be changed without the affirmative vote of the holders of a majority of the
8
<PAGE>
Fund's outstanding shares. The SAI describes all of the Fund's fundamental and
non-fundamental restrictions. The investment objective, policies, restrictions,
practices and procedures of the Fund, unless otherwise specified, may be changed
without shareholder approval. If the Fund's investment objective, policies,
restrictions, practices or procedures change, shareholders should consider
whether the Fund remains an appropriate investment in light of the shareholder's
then-current position and needs.
MANAGEMENT OF THE FUND
INVESTMENT MANAGER -- Dreyfus, located at 200 Park Avenue, New York, New York
10166, was formed in 1947. Dreyfus is a wholly-owned subsidiary of Mellon Bank,
which is a wholly-owned subsidiary of Mellon Bank Corporation ("Mellon"). As of
____ __, 1997, Dreyfus managed or administered approximately $[85] billion in
assets for approximately [1.7] million investor accounts nationwide.
As the Fund's investment manager, Dreyfus supervises and assists in the
overall management of the Fund's affairs under an Investment Management
Agreement with the Company, subject to the overall authority of the Company's
Board of Directors in accordance with Maryland law. Pursuant to the Investment
Management Agreement, Dreyfus provides, or arranges for one or more third
parties to provide, investment advisory, administrative, custody, fund
accounting and transfer agency services to the Fund. As the Fund's investment
manager, Dreyfus manages the Fund by making investment decisions based on the
Fund's investment objective, policies and restrictions.
The Fund is managed by John O'Toole. Mr. O'Toole has managed the Fund
since its commencement of operations in November, 1997, and has been employed
by Dreyfus as a portfolio manager since October 17, 1994. Mr. O'Toole is
also a Senior Vice President and a Portfolio Manager for Mellon Equity
Associates. He has been with Mellon Bank since 1979.
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,
Mellon Bank (DE) National Association, Mellon Bank (MD), The Boston Company,
Inc., AFCO Credit Corporation and a number of companies known as Mellon
Financial Services Corporations. Through its subsidiaries, including Dreyfus,
Mellon managed more than $259 billion in assets as of March 31, 1997, including
approximately $88 billion in proprietary mutual fund assets. As of March 31,
1997, Mellon, through various subsidiaries, provided non-investment services,
such as custodial or administration services, for more than $1.061 trillion in
assets, including approximately $58 billion in mutual fund assets.
Under the Investment Management Agreement, the Fund has agreed to pay Dreyfus
a monthly fee at the annual rate of 1.00 of 1% of the value of the Fund's
average daily net assets. Dreyfus pays all of the Fund's expenses, except
brokerage fees, taxes, interest, fees and expenses of non-interested Directors
(including counsel fees), Rule 12b-1 fees (if applicable) and extraordinary
expenses. Although Dreyfus does not pay for the fees and expenses of the
non-interested Directors (including counsel fees), Dreyfus is contractually
required to reduce its investment management fee by an amount equal to the
Fund's allocable share of such fees and expenses. From time to time, Dreyfus may
voluntarily waive a portion of the investment management fees payable by the
Fund, which would have the effect of lowering the expense ratio of the Fund and
increasing return to investors.
In addition, Class A, Class B and Class C shares are subject to certain Rule
12b-1 distribution and shareholder servicing fees. See "Distribution Plans
(Class A Plan and Class B and C Plans)."
Dreyfus may pay the Fund's distributor for shareholder services from Dreyfus'
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
Agents in respect of these services.
In allocating brokerage transactions for the Fund, Dreyfus seeks to obtain
the best execution of orders at the most favorable net price. Subject to this
determination, Dreyfus may consider, among other things, the receipt of research
services and/or the sale of shares of the Fund or other funds managed, advised
or administered by Dreyfus as factors in the selection of broker-dealers to
execute portfolio transactions for the Fund. See "Portfolio Transactions" in the
SAI.
Dreyfus is authorized to allocate purchase and sale orders for portfolio
securities to certain financial institutions, including, in the case of agency
transactions, financial institutions that are affiliated with Dreyfus or Mellon
9
<PAGE>
Bank or that have sold shares of the Fund, if Dreyfus believes that the quality
of the transaction and the commissions are comparable to what they would be with
other qualified brokerage firms. From time to time, to the extent consistent
with its investment objective, polices and restrictions, the Fund may invest in
securities of companies with which Mellon Bank has a lending relationship.
DISTRIBUTOR -- The Fund's distributor is Premier Mutual Fund Services, Inc.,
located at 60 State Street, Boston, Massachusetts 02109. The Distributor's
ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN -- Dreyfus Transfer,
Inc., a wholly-owned subsidiary of Dreyfus, P.O. Box 9671, Providence, Rhode
Island 02940-9671, is the Fund's Transfer and Dividend Disbursing Agent (the
"Transfer Agent"). Mellon Bank, located at One Mellon Bank Center, Pittsburgh,
Pennsylvania 15258, serves as the Fund's custodian.
HOW TO BUY SHARES
GENERAL - Class A shares, Class B shares and Class C shares may be purchased
only by clients of Agents, except that full-time or part-time employees of
Dreyfus or any of its affiliates or subsidiaries, directors of Dreyfus, Board
members of a fund advised by Dreyfus, including members of the Company's Board,
or the spouse or minor child of any of the foregoing may purchase Class A shares
directly through the Distributor. Subsequent purchases may be sent directly to
the Transfer Agent or your Agent.
Class R shares are sold primarily to Banks acting on behalf of customers
having a qualified trust or investment account or relationship at such
institution, or to customers who have received or hold shares of the Fund
distributed to them by virtue of such an account or relationship. Class R shares
may be purchased for a retirement plan only by a custodian, trustee, investment
manager or other entity authorized to act on behalf of such a plan. Institutions
effecting transactions in Class R shares for the accounts of their clients may
charge their clients direct fees in connection with such transactions.
When purchasing Fund shares, you must specify which Class is being purchased.
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.
Agents may receive different levels of compensation for selling different
Classes of shares. Management understands that some 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 which would be in addition to any amounts which
might be received under the Distribution and Service Plans. Each Agent has
agreed to transmit to its clients a schedule of such fees.
You should consult your Agent in this regard.
The minimum initial investment is $1,000. Subsequent investments must be at
least $100. However, the minimum initial investment for Dreyfus-sponsored Keogh
Plans, IRAs, SEP-IRAs and 403(b)(7) Plans with only one participant is $750,
with no minimum for subsequent purchases. Individuals who open an IRA also may
open a non-working spousal IRA with a minimum initial investment of $250. The
initial investment must be accompanied by the Fund's Account Application. The
Fund reserves the right to offer Fund shares without regard to minimum purchase
requirements to employees participating in certain qualified or non-qualified
employee benefit plans or other programs where contributions or account
information can be transmitted in a manner and form acceptable to the Fund. The
Fund reserves the right to vary further the initial and subsequent investment
minimum requirements at any time.
The Internal Revenue Code of 1986, as amended, (the "Code"), imposes various
limitations on the amount that may be contributed to certain qualified or
non-qualified employee benefit plans or other programs, including pension,
profit-sharing and other deferred compensation plans, whether established by
corporations, partnerships, non-profit entities or state and local government
("Retirement Plans"). These limitations apply with respect to participants at
the plan level and, therefore, do not directly affect the amount that may be
invested in the Fund by a Retirement Plan. Participants and plan sponsors should
consult their tax advisers for details.
You may purchase Fund shares by check or wire, or through the TELETRANSFER
Privilege described below. Checks should be made payable to "The Dreyfus Premier
Family of Funds," or if for retirement plan accounts, to "The Dreyfus Trust
Company, Custodian." Payments which are mailed should be sent to Dreyfus Premier
Large Company Growth Fund, P.O. Box 6587, Providence, Rhode Island 02940-6587.
If you are opening a new account, please enclose your Account Application
indicating which Class of shares is being purchased. For subsequent investments,
your Fund account number should appear on the check and an investment slip
should be enclosed. For Dreyfus retirement plan accounts, payments which are
10
<PAGE>
mailed should be sent to The Dreyfus Trust Company, Custodian, P.O. Box 6427,
Providence, Rhode Island 02940-6427. Neither initial nor subsequent investments
should be made by third party check.
Wire payments may be made if your bank account is in a commercial bank that
is a member of the Federal Reserve System or any other bank having a
correspondent bank in New York City. Immediately available funds may be
transmitted by wire to Boston Safe Deposit and Trust Company, together with the
Fund's DDA #______/Dreyfus Premier Large Company Growth Fund and applicable
Class, for purchase of Fund shares in your name. The wire must include your Fund
account number (for new accounts, your Taxpayer Identification Number ("TIN")
should be included instead), account registration and dealer number, if
applicable, and must indicate the Class of shares being purchased. If your
initial purchase of Fund shares is by wire, please call 1-800-554-4611 after
completing your wire payment to obtain your Fund account number. Please include
your Fund account number on the Account Application and promptly mail the
Account Application to the Fund, as no redemptions will be permitted until the
Account Application is received. You may obtain further information about
remitting funds in this manner from your bank. All payments should be made in
U.S. dollars and, to avoid fees and delays, should be drawn only on U.S. banks.
A charge will be imposed if any check used for investment in your account does
not clear. The Fund makes available to certain large institutions the ability to
issue purchase instructions through compatible computer facilities.
Fund shares also may be purchased through Dreyfus-AUTOMATIC Asset BuilderAE
and the Government Direct Deposit Privilege described under "Shareholder
Services." These services enable you to make regularly scheduled investments and
may provide you with a convenient way to invest for long-term financial goals.
You should be aware, however, that periodic investment plans do not guarantee a
profit and will not protect an investor against loss in a declining market.
Subsequent investments also may be made by electronic transfer of funds from
an account maintained in a bank or other domestic financial institution that is
an Automated Clearing House ("ACH") member. You must direct the institution to
transmit immediately available funds through the ACH to Boston Safe Deposit and
Trust Company with instructions to credit your Fund account. The instructions
must specify your Fund account registration and your Fund account number
PRECEDED BY THE DIGITS "[XXXX]" for Class A shares, "[XXXX]" for Class B shares,
"[XXXX]" for Class C shares, and "[XXXX]" for Class R shares.
The Distributor may pay dealers a fee of up to 0.5% of the amount invested
through such dealers in Fund shares by employees participating in qualified or
non-qualified employee benefit plans or other programs where (i) the employers
or affiliated employers maintaining such plans or programs have a minimum of 250
employees eligible for participation in such plans or programs or (ii) such
plan's or program's aggregate investment in the Dreyfus Family of Funds or
certain other products made available by the Distributor to such plans or
programs exceeds $1,000,000 ("Eligible Benefit Plans"). The determination of the
number of employees eligible for participation in a plan or program shall be
made on the date Fund shares are first purchased by or on behalf of employees
participating in such plan or program and on each subsequent January 1st. All
present holdings of shares of funds in the Dreyfus Family of Funds by Eligible
Benefit Plans will be aggregated to determine the fee payable with respect to
each purchase of Fund shares. The Distributor reserves the right to cease paying
these fees at any time. The Distributor will pay such fees from its own funds,
other than amounts received from the Fund, including past profits or any other
source available to it.
Federal regulations require that you provide a certified TIN upon opening or
reopening an account. See "Dividends, Other Distributions and Taxes" and the
Fund's Account Application for further information concerning this requirement.
Failure to furnish a certified TIN to the Fund could subject you to a $50
penalty imposed by the Internal Revenue Service (the "IRS").
NET ASSET VALUE PER SHARE ("NAV") -- An investment portfolio's NAV refers to
the worth of one share. The NAV for shares of each Class of the Fund is computed
by adding, with respect to such Class of shares, the value of the Fund's
investments, cash, and other assets attributable to that Class, deducting
liabilities of the Class and dividing the result by the number of shares of that
Class outstanding. Shares of each Class of the Fund are offered on a continuous
basis. The valuation of assets for determining NAV for the Fund may be
summarized as follows:
The portfolio securities of the Fund, except as otherwise noted, listed or
traded on a stock exchange, are valued at the latest sale price. If no sale is
reported, the mean of the latest bid and asked prices is used. Securities traded
11
<PAGE>
over-the-counter are priced at the mean of the latest bid and asked prices but
will be valued at the last sale price if required by regulations of the SEC.
When market quotations are not readily available, securities and other assets
are valued at a fair value as determined in good faith in accordance with
procedures established by the Board of Directors.
Bonds are valued through valuations obtained from a commercial pricing
service or at the most recent mean of the bid and asked prices provided by
investment dealers in accordance with procedures established by the Board of
Directors.
NAV is determined on each day that the New York Stock Exchange ("NYSE") is
open (a "business day"), as of the close of business of the regular session of
the NYSE (usually 4 p.m. New York time). For purposes of determining NAV,
options and futures contracts will be valued 15 minutes after the close of
trading on the floor of the NYSE. Orders received by the Fund in proper form
before such close of business are effective on, and will receive the price
determined on, that day (except investments made by electronic funds transfer,
which are effective two business days after your call). Except in the case of
certain orders transmitted by dealers as described in the following paragraph,
orders received after such close of business are effective on, and receive the
share price determined on, the next business day.
Orders for the purchase of Fund shares received by dealers by the close of
trading on the floor of the NYSE on a business day and transmitted to the
Distributor or its designee by the close of its business day (normally 5:15
p.m., New York time) will be based on the public offering price per share
determined as of the close of trading on the floor of the NYSE 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.
CLASS A SHARES -- The public offering price for Class A shares is the NAV of
that Class plus a sales load as shown below:
TOTAL SALES LOAD
-------------------------------
DEALERS'
AS A % OF AS A % OF REALLOWANCE
OFFERING PRICE NET ASSET VALUE AS A % OF
AMOUNT OF TRANSACTION PER SHARE PER SHARE OFFERING PRICE
- --------------------- -------------- --------------- --------------
Less than 5.75 6.10 5.00
$50,000...........................
$50,000 to less than $100,000..... 4.50 4.70 3.75
$100,000 to less than $250,000 ... 3.50 3.60 2.75
$250,000 to less than $500,000 ... 2.50 2.60 2.25
$500,000 to less than $1,000,000 . 2.00 2.00 1.75
$1,000,000 or more ............... -0- -0- -0-
There is no initial sale charge on purchases of $1,000,000 or more of Class A
shares. However, if you purchase Class A shares without an initial sales charge
as part of an investment of at least $1,000,000 and redeem all or a portion of
those shares within one year of purchase, a CDSC of 1.00% will be assessed at
the time of redemption. The terms contained in the section of the Prospectus
entitled "How to Redeem Shares--Contingent Deferred Sales Charge--Class B
Shares" (other than the amount of the CDSC and time periods) and "How to Redeem
Shares--Waiver of CDSC" are applicable to the Class A shares subject to a CDSC.
Letter of Intent and Right of Accumulation apply to such purchases of Class A
shares.
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 sales of Fund shares) may purchase Class A shares
for themselves directly or pursuant to an employee benefit plan or other
program, or for their spouses or minor children at NAV, provided that they have
furnished the Distributor with such information as 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 Class A shares
at NAV. In addition, Class A shares are offered at NAV to full-time or part-time
employees of Dreyfus or any of its affiliates or subsidiaries, directors of
12
<PAGE>
Dreyfus, Board members of a fund advised by Dreyfus, including members of the
Company's Board, or the spouse or minor child of any of the foregoing.
Class A shares will be offered at NAV without a sales load to employees
participating in Eligible Benefit Plans. Class A shares also may be purchased
(including by exchange) at NAV without a sales load for Dreyfus-sponsored IRA
"Rollover Accounts" with the distribution proceeds from a qualified retirement
plan or a Dreyfus-sponsored 403(b)(7) plan, provided that, at the time of such
distribution, such qualified retirement plan or Dreyfus-sponsored 403(b)(7) plan
(a) met the requirements of an Eligible Benefit Plan and all or a portion of
such plan's assets were invested in funds in the Dreyfus Family of Funds or
certain other products made available by the Distributor to such plans, or (b)
invested all of its assets in certain funds in the Dreyfus Premier Family of
Funds or the Dreyfus Family of Funds or certain other products made available by
the Distributor to such plans.
Class A shares may be purchased at NAV through certain broker-dealers and
other financial institutions which have entered into an agreement with the
Distributor, which includes a requirement that such shares be sold for the
benefit of clients participating in a "wrap account" or a similar program under
which such clients pay a fee to such broker-dealer or other financial
institution.
Class A shares also may be purchased at NAV, subject to appropriate
documentation, through a broker-dealer or other financial institution with the
proceeds from the redemption of shares of a registered open-end management
investment company not managed by Dreyfus or its affiliates. The purchase of
Class A shares of the Fund must be made within 60 days of such redemption and
the shareholder must have either (i) paid an initial sales charge or a CDSC or
(ii) been obligated to pay at any time during the holding period, but did not
actually pay on redemption, a deferred sales charge with respect to such
redeemed shares.
Class A shares also may be purchased at NAV, subject to appropriate
documentation, by (i) qualified separate accounts maintained by an insurance
company pursuant to the laws of any State or territory of the United States,
(ii) a State, county or city or instrumentality thereof, (iii) a charitable
organization (as defined in Section 501(c)(3) of the Code) investing $50,000 or
more in Fund shares, and (iv) a charitable remainder trust (as defined in
Section 501(c)(3) of the Code).
The dealer reallowance may be changed from time to time but will remain the
same for all dealers. The Distributor, at its own 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 Class A shares. 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.
CLASS B SHARES -- The public offering price for Class B shares is the NAV of
that Class. No initial sales charge is imposed at the time of purchase. A CDSC
is imposed, however, on certain redemptions of Class B shares as described under
"How to Redeem Shares." The Distributor compensates certain Agents for selling
Class B and Class C shares at the time of purchase from the Distributor's own
assets. The proceeds of the CDSC and the distribution fee, in part, are used to
defray these expenses.
CLASS C SHARES -- The public offering price for Class C shares is the NAV of
that Class. No initial sales charge is imposed at the time of purchase. A CDSC
is imposed, however, on redemptions of Class C shares made within the first year
of purchase. See "Class B Shares" above and "How to Redeem Shares."
CLASS R SHARES - The public offering price for Class R shares is the NAV of
that Class.
RIGHT OF ACCUMULATION - CLASS A SHARES -- Reduced sales loads apply to any
purchase of Class A shares, shares of other funds in the Dreyfus Premier Family
of Funds, shares of certain other funds advised by Dreyfus which are sold with a
sales load and shares acquired by a previous exchange of such shares
(hereinafter referred to as "Eligible Funds"), by you and any related
"purchaser" as defined in the SAI, where the aggregate investment, including
such purchase, is $50,000 or more. If, for example, you have previously
purchased and still hold Class A shares of the Fund, or shares of any other
Eligible Fund or combination thereof, with an aggregate current market value of
$40,000 and subsequently purchase Class A shares of the Fund or shares of an
Eligible Fund having a current value of $20,000, the sales load applicable to
the subsequent purchase would be reduced to 4.50% 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.
13
<PAGE>
To qualify for reduced sales loads, at the time of purchase you or your 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.
TELETRANSFER PRIVILEGE -- You may purchase Fund shares (minimum $500 and
maximum $150,000 per day) by telephone if you have checked the appropriate box
and supplied the necessary information on the 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 that is an ACH member may be so designated. The Fund may modify or
terminate this Privilege at any time or charge a service fee upon notice to
shareholders. No such fee currently is contemplated.
If you have selected the TELETRANSFER Privilege, you may request a
TELETRANSFER purchase of shares by calling 1-800-554-4611 or, if you are calling
from overseas, call 516-794-5452.
SHAREHOLDER SERVICES
The services and privileges described under this heading may not be available
to clients of certain Agents and some Agents may impose certain conditions on
their clients which are different from those described in this Prospectus. You
should consult your Agent in this regard.
FUND EXCHANGES
Clients of certain Agents may purchase, in exchange for shares of a Class,
shares of the same Class of certain other funds managed by Dreyfus, to the
extent such shares are offered for sale in your state of residence. These funds
have different investment objectives which may be of interest to you. You also
may exchange your Fund shares that are subject to a CDSC for shares of Dreyfus
Worldwide Dollar Money Market Fund, Inc. The shares so purchased will be held in
a special account created solely for this Purpose ("Exchange Account").
Exchanges of shares from an Exchange Account only can be made into certain other
funds managed or administered by Dreyfus. No CDSC is charged when an investor
exchanges into an Exchange Account; however, the applicable CDSC will be imposed
when shares are redeemed from an Exchange Account or other applicable Fund
account. Upon redemption, the applicable CDSC will be calculated without regard
to the time such shares were held in an Exchange Account. See "How to Redeem
Shares." Redemption proceeds for Exchange Account shares are paid by Federal
wire or check only. Exchange Account shares also are eligible for the
Auto-Exchange Privilege, Dividend Sweep and the Automatic Withdrawal Plan. To
use this service, you should consult your Agent or call 1-800-554-4611 to
determine if it is available and whether any conditions are imposed on its use.
WITH RESPECT TO CLASS R SHARES HELD BY RETIREMENT PLANS, EXCHANGES MAY BE MADE
ONLY BETWEEN A SHAREHOLDER'S RETIREMENT PLAN ACCOUNT IN ONE FUND AND SUCH
SHAREHOLDER'S RETIREMENT PLAN ACCOUNT IN ANOTHER FUND.
To request an exchange, you or your Agent acting on your behalf must give
exchange instructions to the Transfer Agent in writing or by telephone. Before
any exchange, you must obtain and should review a copy of the current prospectus
of the fund into which the exchange is being made. Prospectuses may be obtained
by calling 1-800-554-4611. Except in the case of personal retirement plans, the
shares being exchanged must have a current value of at least $500; furthermore,
when establishing a new account by exchange, the shares being exchanged must
have a value of at least the minimum initial investment required for the fund
into which the exchange is being made. The ability to issue exchange
instructions by telephone is given to all Fund shareholders automatically,
unless you check the applicable "No" box on the Account Application, indicating
that you specifically refuse this Privilege. The Telephone Exchange Privilege
may be established for an existing account by written request, signed by all
shareholders on the account, by a separate signed Shareholder Services Form,
available by calling 1-800-554-4611, or by oral request from any of the
authorized signatories on the account, by calling 1-800-554-4611. If you
previously have established the Telephone Exchange Privilege, you may telephone
exchange instructions (including over The Dreyfus TouchAE Automated Telephone
System) by calling 1-800-554-4611. If you are calling from overseas, call
516-794-5452. See "How to Redeem Shares Procedures." Upon an exchange into a new
account, the following shareholder services and privileges, as applicable and
where available, will be automatically carried over to the fund into which the
exchange is made: Telephone Exchange Privilege, TELETRANSFER Privilege and the
14
<PAGE>
dividend and distributions payment option (except for Dividend Sweep) selected
by the investor.
Shares will be exchanged at the next determined NAV; however, a sales load
may be charged with respect to exchanges of Class A shares into funds sold with
a sales load. No CDSC will be imposed on Class B or Class C shares at the time
of an exchange; however, Class B or Class C shares acquired through an exchange
will be subject on redemption to the higher CDSC applicable to the exchanged or
acquired shares. The CDSC applicable on redemption of the acquired Class B or
Class C shares will be calculated from the date of the initial purchase of the
Class B or Class C shares exchanged. If you are exchanging Class A shares into a
fund that charges a sales load, you may qualify for share prices which do not
include the sales load or which reflect a reduced sales load, if the shares you
are exchanging were: (a) purchased with a sales load, (b) acquired by a previous
exchange from shares purchased with a sales load, or (c) acquired through
reinvestment of dividends or distributions paid with respect to the foregoing
categories of shares. To qualify, at the time of the exchange your Agent must
notify the Distributor. Any such qualification is subject to confirmation of
your holdings through a check of appropriate records. See "Shareholder Services"
in the SAI. No fees currently are charged shareholders directly in connection
with exchanges, although the Fund reserves the right, upon not less than 60
days' written notice, to charge shareholders a nominal fee in accordance with
the rules promulgated by the SEC. The Fund reserves the right to reject any
exchange request in whole or in part. The availability of Fund Exchanges may be
modified or terminated at any time upon notice to shareholders.
The exchange of shares of one fund for shares of another is treated for
Federal income tax purposes as a sale of the shares given in exchange by the
shareholder and, therefore, an exchanging shareholder may realize, or an
exchange on behalf of a Retirement Plan which is not tax exempt may result in, a
taxable gain or loss.
AUTO-EXCHANGE PRIVILEGE
Auto-Exchange Privilege enables you to invest regularly (on a semi-monthly,
monthly, quarterly or annual basis), in exchange for shares of the Fund, in
shares of the same Class of other funds in the Dreyfus Premier Family of Funds
or certain other funds in the Dreyfus Family of Funds of which you are a
shareholder. WITH RESPECT TO CLASS R SHARES HELD BY RETIREMENT PLANS, EXCHANGES
PURSUANT TO THE AUTO-EXCHANGE PRIVILEGE MAY BE MADE ONLY BETWEEN A SHAREHOLDER'S
RETIREMENT PLAN ACCOUNT IN ONE FUND AND SUCH SHAREHOLDER'S RETIREMENT PLAN
ACCOUNT IN ANOTHER FUND. The amount you designate, which can be expressed either
in terms of a specific dollar or share amount ($100 minimum), will be exchanged
automatically on the first and/or fifteenth day of the month according to the
schedule you have selected. Shares will be exchanged at the then-current NAV;
however, a sales load may be charged with respect to exchanges of Class A shares
into funds sold with a sales load. No CDSC will be imposed on Class B or Class C
shares at the time of an exchange; however, Class B or Class C shares acquired
through an exchange will be subject on redemption to the higher CDSC applicable
to the exchanged or acquired shares. The CDSC applicable on redemption of the
acquired Class B or Class C shares will be calculated from the date of the
initial purchase of the Class B or Class C shares exchanged. See "Shareholder
Services" in the SAI. The right to exercise this Privilege may be modified or
canceled by the Fund or the Transfer Agent. You may modify or cancel your
exercise of this Privilege at any time by mailing written notification to
Dreyfus Premier Large Company Growth Fund, P.O. Box 6587, Providence, Rhode
Island 02940-6587. The Fund may charge a service fee for the use of this
Privilege. No such fee currently is contemplated. The exchange of shares of one
fund for shares of another is treated for Federal income tax purposes as a sale
of the shares given in exchange by the shareholder, and therefore, an exchanging
shareholder may realize, or an exchange on behalf of a Retirement Plan which is
not tax exempt may result in, a taxable gain or loss. For more information
concerning this Privilege and the funds in the Dreyfus Premier Family of Funds
or the Dreyfus Family of Funds eligible to participate in this Privilege, or to
obtain an Auto-Exchange Authorization Form, please call toll free
1-800-554-4611.
15
<PAGE>
DREYFUS -AUTOMATIC ASSET BUILDERAE
Dreyfus-AUTOMATIC Asset Builder permits you to purchase Fund shares (minimum
of $100 and maximum of $150,000 per transaction) at regular intervals selected
by you. Fund shares are purchased by transferring funds from the bank account
designated by you. At your option, the bank account designated by you will be
debited in the specified amount, and Fund shares will be purchased, once a
month, on either the first or fifteenth day, or twice a month, on both days.
Only an account maintained at a domestic financial institution which is an ACH
member may be so designated. To establish a Dreyfus-AUTOMATIC Asset Builder
account, you must file an authorization form with the Transfer Agent. You may
obtain the necessary authorization form by calling 1-800-554-4611. You may
cancel your participation in this Privilege or change the amount of purchase at
any time by mailing written notification to Dreyfus Premier Large Company Growth
Fund, P.O. Box 6587, Providence, Rhode Island 02940-6587, 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.
DIVIDEND OPTIONS
Dividend Sweep enables you to invest automatically dividends or dividends and
capital gain distributions, if any, paid by the Fund in shares of the same Class
of another fund in the Dreyfus Premier Family of Funds or certain other funds in
the Dreyfus Family of Funds of which you are a shareholder. Shares of the other
fund will be purchased at the then-current NAV; however, a sales load may be
charged with respect to investments in shares of a fund sold with a sales load.
If you are investing in a fund that charges a sales load, you may qualify for
share prices which do not include the sales load or which reflect a reduced
sales load. If you are investing in a fund that charges a CDSC, the shares
purchased will be subject on redemption to the CDSC, if any, applicable to the
purchased shares. See "Shareholder Services" in the SAI. Dividend ACH permits
you to transfer electronically dividends or dividends and capital gain
distributions, if any, from the Fund to a designated bank account. Only an
account maintained at a domestic financial institution which is an ACH member
may be so designated. Banks may charge a fee for this service.
For more information concerning these privileges, or to request a Dividend
Options Form, please call toll free 1-800-554-4611. You may cancel these
privileges by mailing written notification to Dreyfus Premier Large Company
Growth Fund, P.O. Box 6587, Providence, Rhode Island 02940-6587. To select a new
fund after cancellation, you must submit a new Dividend Options Form. Enrollment
in or cancellation of these privileges is effective three business days
following receipt. These privileges are available only for existing accounts and
may not be used to open new accounts. Minimum subsequent investments do not
apply for 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
Dividend Sweep.
GOVERNMENT DIRECT DEPOSIT PRIVILEGE
Government Direct Deposit Privilege enables you to purchase Fund shares
(minimum of $100 and maximum of $50,000 per transaction) by having Federal
salary, Social Security, or certain veterans', military or other payments from
the Federal government automatically deposited into your Fund account. You may
deposit as much of such payments as you elect. To enroll in 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 from your Agent or by calling
1-800-554-4611. 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 1-800-554-4611.
16
<PAGE>
Particular Retirement Plans, including Dreyfus sponsored Retirement Plans,
may permit certain participants to establish an automatic withdrawal plan from
such Retirement Plans. Participants should consult their Retirement Plan sponsor
and tax adviser for details. Such a withdrawal plan is different from the
Automatic Withdrawal Plan. An application for the Automatic Withdrawal Plan can
be obtained by calling 1-800-554-4611. The Automatic Withdrawal Plan may be
ended at any time by the shareholder, the Fund or the Transfer Agent. Shares for
which certificates have been issued may not be redeemed through the Automatic
Withdrawal Plan.
No CDSC with respect to Class B shares will be imposed on withdrawals made
under the Automatic Withdrawal Plan, provided that the amounts withdrawn under
the plan do not exceed on an annual basis 12% of the account value at the time
the shareholder elects to participate in the Automatic Withdrawal Plan.
Withdrawals with respect to Class B shares under the Automatic Withdrawal Plan
that exceed on an annual basis 12% of the value of the shareholder's account
will be subject to a CDSC on the amounts exceeding 12% of the initial account
value. Class C shares, and Class A shares to which a CDSC applies, that are
withdrawn pursuant to the Automatic Withdrawal Plan will be subject to any
applicable CDSC. Purchases of additional Class A shares where the sales load is
imposed concurrently with withdrawals of Class A shares generally are
undesirable.
RETIREMENT PLANS
The Fund offers a variety of pension and profit-sharing plans, including
Keogh Plans, IRAs, SEP-IRAs and IRA "Rollover Accounts," 401(k) Salary Reduction
Plans and 403(b)(7) Plans. Plan support services also are available. You can
obtain details on the various plans by calling the following numbers toll free:
for Keogh Plans, please call 1-800-358-5566; for IRAs and IRA "Rollover
Accounts," please call 1-800-554-4611; for SEP-IRAs, 401(k) Salary Reduction
Plans and 403(b)(7) Plans, please call 1-800-322-7880.
LETTER OF INTENT -- CLASS A SHARES
By signing a Letter of Intent form, available by calling 1-800-554-4611, 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
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 Class A 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 Class A shares, you must indicate your intention to do so
under a Letter of Intent. Purchases pursuant to a Letter of Intent will be made
at the then-current NAV plus the applicable sales load in effect at the time
such Letter of Intent was executed.
HOW TO REDEEM SHARES
GENERAL -- You may request redemption of your shares at any time. Redemption
requests should be transmitted to the Transfer Agent as described below. When a
request is received in proper form, the Fund will redeem the shares at the next
determined NAV as described below. If you hold Fund shares of more than one
17
<PAGE>
Class, any request for redemption must specify the Class of shares being
redeemed. If you fail to specify the Class of shares to be redeemed or if you
own fewer shares of the Class than specified to be redeemed, the redemption
request may be delayed until the Transfer Agent receives further instructions
from you or your Agent.
The Fund imposes no charges (other than any applicable CDSC) when shares are
redeemed. Agents may charge their clients a nominal fee for effecting
redemptions of Fund shares. Any certificates representing Fund shares being
redeemed must be submitted with the redemption request. The value of the shares
redeemed may be more or less than their original cost, depending upon the Fund's
then-current NAV.
The Fund ordinarily will make payment for all shares redeemed within seven
days after receipt by the Transfer Agent of a redemption request in proper form,
except as provided by the rules of the SEC. HOWEVER, IF YOU HAVE PURCHASED FUND
SHARES BY CHECK, BY THE 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, TELETRANSFER PURCHASE OR
DREYFUS-AUTOMATIC ASSET BUILDER ORDER, WHICH MAY TAKE UP TO EIGHT BUSINESS DAYS
OR MORE. IN ADDITION, THE FUND WILL REJECT REQUESTS TO REDEEM SHARES BY WIRE OR
TELEPHONE OR PURSUANT TO THE TELETRANSFER PRIVILEGE, FOR A PERIOD OF EIGHT
BUSINESS DAYS AFTER RECEIPT BY THE TRANSFER AGENT OF THE PURCHASE CHECK, THE
TELETRANSFER PURCHASE OR THE DREYFUS-AUTOMATIC ASSET BUILDER ORDER AGAINST WHICH
SUCH REDEMPTION IS REQUESTED. THESE PROCEDURES WILL NOT APPLY IF YOUR SHARES
WERE PURCHASED BY WIRE PAYMENT, OR IF YOU OTHERWISE HAVE A SUFFICIENT COLLECTED
BALANCE IN YOUR ACCOUNT TO COVER THE REDEMPTION REQUEST. PRIOR TO THE TIME ANY
REDEMPTION IS EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL ACCRUE AND BE PAYABLE,
AND YOU WILL BE ENTITLED TO EXERCISE ALL OTHER RIGHTS OF BENEFICIAL OWNERSHIP.
Fund shares will not be redeemed until the Transfer Agent has received your
Account Application.
The Fund reserves the right to redeem your account at its option upon not
less than 30 days' written notice if your account's net asset value is $500 or
less and remains so during the notice period. The Fund also reserves the right
to change the minimum account balance amounts in the future.
CONTINGENT DEFERRED SALES CHARGE -- CLASS B SHARES. A CDSC payable to the
Distributor is imposed on any redemption of Class B shares which reduces the
current NAV of your Class B shares to an amount which is lower than the dollar
amount of all payments by you for the purchase of Class B shares of the Fund
held by you at the time of redemption. No CDSC will be imposed to the extent
that the NAV of the Class B shares redeemed does not exceed (i) the current NAV
of Class B shares acquired through reinvestment of dividends or other
distributions, plus (ii) increases in the NAV of Class B shares above the dollar
amount of all your payments for the purchase of Class B shares of the Fund held
by you at the time of redemption.
If the aggregate value of the Class B shares redeemed has declined below
their original cost as a result of the Fund's performance, a CDSC may be applied
to the then-current NAV rather than the purchase price.
In circumstances where the CDSC is imposed, the amount of the charge will
depend on the number of years from the time you purchased the Class B shares
until the time of redemption of such shares. Solely for purposes of determining
the number of years from the time of any payment for the purchase of Class B
shares, all payments during a month will be aggregated and deemed to have been
made on the first day of the month.
The following table sets forth the rates of the CDSC for Class B shares:
Year Since CDSC as a % of
Purchase Payment Amount
Was Made Invested or Redemption
- ---------------- Proceeds
-----------------------
First.............................................. 4.00
Second............................................. 4.00
Third.............................................. 3.00
Fourth............................................. 3.00
Fifth.............................................. 2.00
Sixth.............................................. 1.00
18
<PAGE>
In determining whether a CDSC is applicable to a redemption, the calculation
will be made in a manner that results in the lowest possible rate. It will be
assumed that the redemption is made first of amounts representing shares
acquired pursuant to the reinvestment of dividends and distributions; then of
amounts representing the increase in NAV of Class B shares above the total
amount of payments for the purchase of Class B shares made during the preceding
six years; then of amounts representing the cost of shares purchased six years
prior to the redemption; and finally, of amounts representing the cost of shares
held for the longest period of time within the applicable six-year period.
For example, assume an investor purchased 100 shares at $10 per share for a
cost of $1,000. Subsequently, the shareholder acquired five additional shares
through dividend reinvestment. During the second year after the purchase the
investor decided to redeem $500 of his or her investment. Assuming at the time
of the redemption the NAV has appreciated to $12 per share, the value of the
investor's shares would be $1,260 (105 shares at $12 per share). The CDSC would
not be applied to the value of the reinvested dividend shares and the amount
which represents appreciation ($260). Therefore, $240 of the $500 redemption
proceeds ($500 minus $260) would be charged at a rate of 4% (the applicable rate
in the second year after purchase) for a total CDSC of $9.60.
For purposes of determining the applicable CDSC payable with respect to
redemption of Class B shares of the Fund where such shares were acquired through
exchange of Class B shares of another fund advised by Dreyfus, the year since
purchase payment was made is based on the date of purchase of the original Class
B shares of the fund exchanged.
CONTINGENT DEFERRED SALES CHARGE -- CLASS C SHARES. A CDSC of 1% payable to
the Distributor is imposed on any redemption of Class C shares within one year
of the date of purchase. The basis for calculating the payment of any such CDSC
will be the method used in calculating the CDSC for Class B shares. See
"Contingent Deferred Sales Charge -- Class B Shares" above.
WAIVER OF CDSC. The CDSC will be waived in connection with (a) redemptions
made within one year after the death or disability, as defined in Section
72(m)(7) of the Code, of the shareholder, (b) redemptions by employees
participating in Eligible Benefit Plans, (c) redemptions as a result of a
combination of any investment company with the Fund by merger, acquisition of
assets or otherwise, (d) a distribution following retirement under a
tax-deferred retirement plan or upon attaining age 70(OMEGA) in the case of an
IRA or Keogh plan or custodial account pursuant to Section 403(b) of the Code,
and (e) redemptions pursuant to the Automatic Withdrawal Plan, as described
under "Shareholder Services--Automatic Withdrawal Plan" above. If the Company's
Board determines to discontinue the waiver of the CDSC, the disclosure in the
Prospectus will be revised appropriately. Any Fund shares subject to a CDSC
which were purchased prior to the termination of such waiver will have the CDSC
waived as provided in the Prospectus at the time of the purchase of such shares.
To qualify for a waiver of the CDSC, at the time of redemption you must
notify the Transfer Agent or your Agent must notify the Distributor. Any such
qualification is subject to confirmation of your entitlement.
PROCEDURES -- You may redeem shares by using the regular redemption procedure
through the Transfer Agent, through the TELETRANSFER Privilege, or, if you are a
client of a Selected Dealer, through the Selected Dealer. Other redemption
procedures may be in effect for clients of certain Agents and institutions. The
Fund makes available to certain large institutions the ability to issue
redemption instructions through compatible computer facilities. 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 any redemption
privilege at any time or charge a service fee upon notice to shareholders. No
such fee currently is contemplated. Shares for which certificates have been
issued are not eligible for the TELETRANSFER Privilege.
You may redeem Fund shares by telephone if you have checked the appropriate
box on the Account Application or have filed a Shareholder Services Form with
the Transfer Agent. If you select the TELETRANSFER redemption privilege or
telephone exchange privilege, which is granted automatically unless you refuse
it, you authorize the Transfer Agent to act on telephone instructions (including
over The Dreyfus TouchAE Automated Telephone System) from any person
representing himself or herself to be you, or a representative of your Agent,
and reasonably believed by the Transfer Agent to be genuine. The Fund will
require the Transfer Agent to employ reasonable procedures, such as requiring a
form of personal identification, to confirm that instructions are genuine and,
19
<PAGE>
if it does not follow such procedures, the Fund or the Transfer Agent may be
liable for any losses due to unauthorized or fraudulent instructions. Neither
the Fund nor the Transfer Agent will be liable for following telephone
instructions reasonably believed to be genuine.
During times of drastic economic or market conditions, you may experience
difficulty in contacting the Transfer Agent by telephone to request a redemption
or exchange of Fund shares. In such cases, you should consider using the other
redemption procedures described herein. Use of these other redemption procedures
may result in your redemption request being processed at a later time than it
would have been if telephone redemption had been used. During the delay, the
Fund's NAV may fluctuate.
REGULAR REDEMPTION -- Under the regular redemption procedure, you may redeem
shares by written request mailed to Dreyfus Premier Large Company Growth Fund,
P.O. Box 6587, Providence, Rhode Island 02940-6587. Redemption requests must be
signed by each shareholder, including each owner of a joint account, and each
signature must be guaranteed. The Transfer Agent has adopted standards and
procedures pursuant to which signature-guarantees in proper form generally will
be accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program, the Securities Transfer Agents Medallion
Program ("STAMP") and the Stock Exchanges Medallion Program. If you have any
questions with respect to signature-guarantees, please contact your Agent or
call the telephone number listed on the cover of this Prospectus.
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.
TELETRANSFER PRIVILEGE - You may redeem Fund shares (minimum $500 per day) by
telephone if you have checked the appropriate box and supplied the necessary
information on the Fund's Account Application or have filed a Shareholder
Services Form with the Transfer Agent. The proceeds will be transferred between
your Fund account and the bank account designated in one of these documents.
Only such an account maintained in a domestic financial institution which is an
ACH member may be so designated. Redemption proceeds will be on deposit in your
account at an ACH member bank ordinarily two days after receipt of the
redemption request or, at your request, paid by check (maximum $150,000 per day)
and mailed to your address. Holders of jointly registered Fund or bank accounts
may redeem through the TELETRANSFER Privilege for transfer to their bank account
only up to $250,000 within any 30-day period. The Fund reserves the right to
refuse any request made by telephone, including requests made shortly after a
change of address, and may limit the amount involved or the number of such
requests. The Fund may modify or terminate this Privilege at any time or charge
a service fee upon notice to shareholders. No such fee currently is
contemplated.
If you have selected the TELETRANSFER Privilege, you may request a
TELETRANSFER redemption of shares by calling 1-800-554-4611 or, if calling from
overseas, 516-794-5452. Shares held under Keogh Plans, IRAs or other retirement
plans, and shares issued in certificate from, are not eligible for this
Privilege.
REDEMPTION THROUGH A SELECTED DEALER -- If you are a customer of a Selected
Dealer, you may make redemption requests to your Selected Dealer. If the
Selected Dealer transmits the redemption request so that it is received by the
Transfer Agent prior to the close of trading on the floor of the NYSE (currently
4:00 p.m., New York time), the redemption request will be effective on that day.
If a redemption request is received by the Transfer Agent after the close of
trading on the floor of the NYSE, the redemption request will be effective on
the next business day. It is the responsibility of the Selected Dealer to
transmit a request so that it is received in a timely manner. The proceeds of
the redemption are credited to your account with the Selected Dealer. See "How
to Buy Shares" for a discussion of additional conditions or fees that may be
imposed upon redemption.
In addition, the Distributor or its designee will accept orders from Selected
Dealers with which the Distributor has sales agreements for the repurchase of
shares held by shareholders. Repurchase orders received by the dealer by the
close of trading on the floor of the NYSE on any business day and transmitted to
the Distributor or its designee prior to the close of its business day (normally
5:15 p.m., New York time) are effected at the price determined as of the close
of trading on the floor of the NYSE on that day. Otherwise, the shares will be
redeemed at the next determined NAV. It is the responsibility of the Selected
Dealer to transmit orders on a timely basis. The Selected Dealer may charge the
20
<PAGE>
shareholder a fee for executing the order. This repurchase arrangement is
discretionary and may be withdrawn at any time.
REINVESTMENT PRIVILEGE -- Upon written request, you may reinvest up to the
number of Class A or Class B shares you have redeemed, within 45 days of
redemption, at the then-prevailing NAV without a sales load, or reinstate your
account for the purpose of exercising the Exchange Privilege. Upon reinvestment,
with respect to Class B shares, or Class A shares if such shares were subject to
a CDSC, the shareholder's account will be credited with an amount equal to the
CDSC previously paid upon redemption of the Class A or Class B shares
reinvested. The Reinvestment Privilege may be exercised only once.
DISTRIBUTION PLANS
(CLASS A PLAN AND CLASS B AND C PLANS)
Class A shares are subject to a Distribution Plan adopted pursuant to Rule
12b-1 under the 1940 Act ("Rule 12b-1"). Class B and Class C shares are subject
to a Distribution Plan and a Service Plan, each adopted pursuant to Rule 12b-1.
Potential investors should read this Prospectus in light of the terms governing
Agreements with their Agents. An Agent entitled to receive compensation for
selling and servicing the Fund's shares may receive different compensation with
respect to one Class of shares over another.
DISTRIBUTION PLAN - CLASS A SHARES - The Class A shares of the Fund bear some
of the cost of selling those shares under the Distribution Plan (the "Plan").
The Plan allows the Fund to spend annually up to 0.25% of its average daily net
assets attributable to Class A shares to compensate Dreyfus Service Corporation,
an affiliate of Dreyfus, for shareholder servicing activities and the
Distributor for shareholder servicing activities and expenses primarily intended
to result in the sale of Class A shares of the Fund. The Plan allows the
Distributor to make payments from the Rule 12b-1 fees it collects from the Fund
to compensate Agents that have entered into Agreements with the Distributor.
Under the Agreements, the Agents are obligated to provide distribution related
services with regard to the Fund and/or shareholder services to the Agent's
clients that own Class A shares of the Fund.
The Fund and the Distributor may suspend or reduce payments under the Plan at
any time, and payments are subject to the continuation of the Fund's Plan and
the Agreements described above. From time to time, the Agents, the Distributor
and the Fund may agree to voluntarily reduce the maximum fees payable under the
Plan. See the SAI for more details on the Plan.
DISTRIBUTION AND SERVICE PLANS--CLASS B AND C SHARES-- Under a Distribution
Plan adopted pursuant to Rule 12b-1, the Fund pays the Distributor for
distributing the Fund's Class B and Class C shares at an aggregate annual rate
of .75 of 1% of the value of the average daily net assets of Class B and Class
C. Under a Service Plan adopted pursuant to Rule 12b-1, the Fund pays Dreyfus
Service Corporation or the Distributor for the provision of certain services to
the holders of Class B and Class C shares a fee at the annual rate of .25 of 1%
of the value of the average daily net assets of Class B and Class C. The
services provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and providing services related to the
maintenance of such shareholder accounts. With regard to such services, each
Agent is required to disclose to its clients any compensation payable to it by
the Fund and any other compensation payable by its clients in connection with
the investment of their assets in Class B and Class C shares. The Distributor
may pay one or more Agents in respect of distribution and other services for
these Classes of shares. The Distributor determines the amounts, if any, to be
paid to Agents under the Distribution and Services Plans and the basis on which
such payments are made. The fees payable under the Distribution and Service
Plans are payable without regard to actual expenses incurred. See the SAI for
more details on the Distribution and Service Plans.
DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES
The Fund declares and pays dividends from its net investment income if any,
four times yearly and distributes net realized capital gains, if any, once a
year, but it may make distributions on a more frequent basis to comply with the
distribution requirements of the Code, in all events in a manner consistent with
the provisions of the 1940 Act. The Fund will not make distributions from net
21
<PAGE>
realized capital gains unless all capital loss carryovers, if any, have been
utilized or have expired. All expenses are accrued daily and deducted before
declaration of dividends to investors. Dividends paid by each Class are
calculated at the same time and in the same manner and will be in the same
amount, except that the expenses attributable solely to a particular Class are
borne exclusively by that Class. Class B and Class C shares will receive lower
per share dividends than Class A shares which will receive lower per share
dividends than Class R shares because of the higher expenses borne by the
relevant Class. See "Expense Summary."
Investors other than qualified Retirement Plans may choose whether to receive
dividends and other distributions in cash, to receive dividends in cash and
reinvest other distributions in additional Fund shares at NAV, or to reinvest
both dividends and other distributions in additional Fund shares at NAV;
dividends and other distributions paid to qualified Retirement Plans are
reinvested automatically in additional Fund shares at NAV.
It is expected that the Fund will qualify for treatment as a "regulated
investment company" under the Code so long as such qualification is in the best
interests of its shareholders. Such qualification will relieve the Fund of any
liability for Federal income tax to the extent its earnings and realized gains
are distributed in accordance with applicable provisions of the Code.
Dividends derived from net investment income, together with distributions
from net realized short-term securities gains and all or a portion of any gains
realized from the sale or other disposition of certain market discount bonds
(collectively, "dividend distributions"), paid by the Fund will be taxable to
U.S. shareholders, including certain non-qualified Retirement Plans, as ordinary
income to the extent of the Fund's earnings and profits whether received in cash
or reinvested in additional Fund shares. Distributions from net capital gain
(the excess of long-term capital gain over net short-term capital loss) are
taxable to such shareholders as long-term capital gains regardless of how long
the shareholders have held their Fund shares and whether such distributions are
received in cash or reinvested in additional Fund shares. The net capital gain
of an individual generally will not be subject to Federal income tax at a rate
in excess of 28%. Dividends and other distributions also may be subject to state
and local taxes.
Dividend distributions paid by the Fund to a non-resident foreign investor
generally are subject to U.S. withholding tax at the rate of 30%, unless the
foreign investor claims the benefit of a lower rate specified in a tax treaty.
Capital gain distributions from net capital gain paid by the Fund to a
non-resident foreign investor, as well as the proceeds of any redemptions by
such an investor, regardless of the extent to which gain or loss may be
realized, generally are not subject to U.S. withholding tax. However, such
distributions may be subject to backup withholding, as described below, unless
the foreign investor certifies his or her non-U.S. residency status.
Notice as to the tax status of your dividends and distributions will be
mailed to you annually. You also will receive periodic summaries of your account
which will include information as to dividends and distributions from securities
gains, if any, paid during the year.
The Code provides for the "carryover" of some or all of the sales load
imposed on Class A shares if (1) an investor redeems those shares or exchanges
those shares for shares of another fund advised or administered by Dreyfus
within 91 days of purchase and (2) in the case of a redemption, acquires other
Fund Class A shares through exercise of the Reinvestment Privilege or, in the
case of an exchange, such other fund reduces or eliminates its otherwise
applicable sales load for the purpose of the exchange. In this case, the amount
of the sales load charged the investor for the original Class A shares, up to
the amount of the reduction of the sales load pursuant to the Reinvestment
Privilege or on the exchange, as the case may be, is not included in the basis
of such shares for purposes of computing gain or loss on the redemption or the
exchange, and instead is added to the basis of the Fund shares received pursuant
to the Reinvestment Privilege or the exchange.
Dividends and other distributions paid by the Fund to qualified Retirement
Plans ordinarily will not be subject to taxation until the proceeds are
distributed from the Retirement Plans. The Fund will not report to the IRS
distributions paid to such plans. Generally, distributions from qualified
Retirement Plans, except those representing returns of non-deductible
contributions thereto, will be taxable as ordinary income and, if made prior to
the time the participant reaches age 59(OMEGA), generally will be subject to an
additional tax equal to 10% of the taxable portion of the distribution. If the
distribution from such a Retirement Plan (other than certain governmental or
church plans) for any taxable year following the year in which the participant
reaches age 70(OMEGA) is less than the "minimum required distribution" for that
taxable year, an excise tax equal to 50% of the deficiency may be imposed by the
IRS. The administrator, trustee or custodian of such a Retirement Plan will be
responsible for reporting distributions from such plans to the IRS. Moreover,
certain contributions to a qualified Retirement Plan in excess of the amounts
22
<PAGE>
permitted by law may be subject to an excise tax. If a distributee of an
"eligible rollover distribution" from a qualified Retirement Plan does not elect
to have the eligible rollover distribution paid directly from the plan to an
eligible retirement plan in a "direct rollover," the eligible rollover
distribution is subject to a 20% income tax withholding.
With respect to individual investors and certain non-qualified Retirement
Plans, Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends, capital gain
distributions and any redemption proceeds, regardless of the extent to which
gain or loss may be realized, paid to a shareholder if such shareholder fails to
certify either that the TIN furnished in connection with opening an account is
correct or that such shareholder has not received notice from the IRS of being
subject to backup withholding as a result of a failure to properly report
taxable dividend or interest income on a Federal income tax return. Furthermore,
the IRS may notify the Fund to institute backup withholding if the IRS
determines a shareholder's TIN is incorrect or if a shareholder has failed to
properly report taxable dividend and interest income on a Federal income tax
return.
A TIN is either the Social Security number or employer identification number
of the record owner of the account. Any tax withheld as a result of backup
withholding does not constitute an additional tax imposed on the record owner of
the account, and may be claimed as a credit on the record owner's Federal income
tax return.
The Fund is subject to a non-deductible 4% excise tax, measured with respect
to certain undistributed amounts of taxable investment income and capital gains.
You should consult your tax adviser regarding specific questions as to
Federal, state or local taxes.
PERFORMANCE INFORMATION
Because the Fund began operations on November 3, 1997, there is no past
performance available for the Fund. Since approximately __ years prior to the
inception of the Fund, however, the Fund's portfolio manager, John O'Toole, has
managed a private account ("Account"), for an institutional investor at Mellon
Equity Associates. The Account, which invests in underpriced large
capitalization stocks, has had an investment objective and investment policies
and limitations substantially similar to those of the Fund. In addition, Mr.
O'Toole uses the same analytical methods when identifying potential investments
for the Account as he now uses for the Fund.
The performance illustrated in the following table is based on the return
achieved by the Account, prepared and presented in accordance with Association
of Investment Management and Research (AIMR) standards:
Average Annual Total Returns for the Periods Ending ______ _, 1997
ONE YEAR THREE YEARS FIVE YEARS LIFE OF ACCOUNT*
-------- ----------- ---------- ----------------
Account __.__% __.__% __.__% __.__%
Russell 1000 __.__% __.__% __.__% __.__%
Index(REGISTERED)
- ----------------
*The Account commenced operations on ______ __, 199__.
The past performance of the Account is shown before deduction of its
investment management and administrative expenses. If those expenses were
deducted performance average annual total returns would have been lower. The
performance of the Russell 1000 is presented for comparison purposes only. The
Russell 1000 is an unmanaged index of the 1,000 largest companies that are
publicly-traded in the United States, based on total market capitalization. It
does not reflect management or expense charges. Performance information for the
Account and the Russell 1000 is based on historical returns and is not intended
to indicate future performance.
PLEASE KEEP IN MIND THAT THE PERFORMANCE INFORMATION OF THE ACCOUNT SHOULD
NOT BE VIEWED AS A SUBSTITUTE FOR THE FUND'S OWN PERFORMANCE, AND THAT THE
23
<PAGE>
PERFORMANCE OF AN INVESTMENT IN THE FUND WILL DIFFER FROM THE PERFORMANCE OF THE
ACCOUNT. ALSO, PAST PERFORMANCE OF THE ACCOUNT IS NO GUARANTEE OF FUTURE RESULTS
OF THE FUND.
The Account was subject to a different fee structure than the Fund and its
shares were not subject to front-end or contingent-deferred sales charges or
distribution or service fees. If the Account had been subject to such fees and
expenses, the Account's returns would have been lower. In addition, private
accounts, such as the Account, are not subject to the investment limitations,
diversification requirements, and other restrictions imposed on regulated
investment companies, which, if applicable, could adversely affect the
performance results of a private account.
For purposes of advertising, performance for each Class may be calculated on
the basis of average annual total return and/or total return. These total return
figures reflect changes in the price of shares and assume that any income
dividends and/or capital gains distributions made by the Fund during the
measuring period were reinvested in shares of the same Class. These figures also
take into account any applicable distribution and servicing fees. As a result,
at any given time, the performance of Class B and Class C should be expected to
be lower than that of Class A and the performance of Classes A, B and C should
be expected to be lower than that of Class R. Performance for each Class will be
calculated separately.
Average annual total return is calculated pursuant to a standardized formula
which assumes that an investment was purchased with an initial payment of $1,000
and that the investment was redeemed at the end of a stated period of time,
after giving effect to the reinvestment of dividends and distributions during
the period. The return is expressed as a percentage rate which, if applied on a
compounded annual basis, would result in the redeemable value of the investment
at the end of the period. Advertisements of the Fund's performance will include
the Fund's average annual total return for one, five and ten year periods, or
for shorter periods depending upon the length of time during which the Fund has
operated.
Total return is computed on a per share basis and assumes the reinvestment of
dividends and distributions. Total return generally is expressed as a percentage
rate which is calculated by combining the income and principal changes for a
specified period and dividing by the NAV (or maximum offering price for Class A)
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 using the NAV at the beginning of
the period instead of the maximum offering price for Class A shares or without
giving effect to any applicable CDSC at the end of the period for Class B or
Class C shares. Calculations based on NAV do not reflect the deduction of the
applicable sales charge on Class A shares which, if reflected, would reduce the
performance quoted.
The Fund may also advertise the yield on a Class of shares. The Fund's yield
is calculated by dividing a Class of shares' annualized net investment income
per share during a recent 30-day (or one month) period by the maximum public
offering price per share of such Class on the last day of that period. Since
yields fluctuate, yield data cannot necessarily be used to compare an investment
in a Class of shares with bank deposits, savings accounts, and similar
investment alternatives which often provides an agreed-upon or guaranteed fixed
yield for a stated period of time.
Performance will vary from time to time and past results are not necessarily
representative of future results. Investors should remember that performance is
a function of portfolio management in selecting the type and quality of
portfolio securities and is affected by operating expenses. Performance
information, such as that described above, may not provide a basis for
comparison with other investments or other investment companies using a
different method of calculating performance.
The Fund may compare the performance of its shares with various industry
standards of performance including Lipper Analytical Services, Inc. ratings, the
Russell 1000, Standard & Poor's Composite Index of 500 Stocks, the Consumer
Price Index, the Dow Jones Industrial Average, Lehman Brothers indexes, and CDA
Technologies indexes. Performance rankings as reported in CHANGING TIMES,
BUSINESS WEEK, INSTITUTIONAL INVESTOR, THE WALL STREET JOURNAL, IBC/DONOGHUE'S
MONEY FUND REPORT, MUTUAL FUND FORECASTER, NO LOAD INVESTOR, MONEY MAGAZINE,
MORNINGSTAR MUTUAL FUND VALUES, U.S. NEWS AND WORLD REPORT, FORBES, FORTUNE,
BARRON'S; and similar publications may also be used in comparing the Fund's
performance. Furthermore, the Fund may quote its shares' total returns and
yields in advertisements or in shareholder reports. The Fund may also advertise
non-standardized performance information, such as total return for periods other
than those required to be shown or cumulative performance data. The Fund may
24
<PAGE>
advertise a quotation of yield or other similar quotation demonstrating the
income earned or distributions made by the Fund.
GENERAL INFORMATION
The Company was incorporated in Maryland on August 6, 1987 under the name The
Laurel Funds, Inc., and changed its name to The Dreyfus/Laurel Funds, Inc. on
October 17, 1994. The Company is registered with the SEC as an open-end
management investment company, commonly known as a mutual fund. The Company has
an authorized capitalization of 25 billion shares of $0.001 par value stock with
equal voting rights. The Fund's shares are classified into four Classes--Class
A, Class B, Class C and Class R. The Company's Articles of Incorporation permits
the Board of Directors to create an unlimited number of investment portfolios
(each a "fund") without shareholder approval. The Board of Directors may
liquidate the Fund without the approval of Fund shareholders. The Company may in
the future seek to achieve the Fund's investment objective by investing all of
the Fund's net investable assets in another investment company having the same
investment objective and substantially the same investment policies and
restrictions as those applicable to the Fund. Shareholders of the Fund will be
given at least 30 days' prior notice of any such investment.
Each share (regardless of Class) has one vote. All shares of all funds (and
Classes thereof) vote together as a single class, except as to any matter for
which a separate vote of any fund or Class is required by the 1940 Act, and
except as to any matter which affects the interests of one or more particular
funds or Classes, in which case only the shareholders of the affected fund or
Class are entitled to vote, each as a separate class. Only holders of Class A,
Class B or Class C shares, as the case may be, will be entitled to vote on
matters submitted to shareholders pertaining to the Distribution and/or Service
Plan relating to that Class.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Directors or the
appointment of auditors. However, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Company to hold a special
meeting of shareholders for purposes of removing a Director from office and for
any other purpose. Company shareholders may remove a Director by the affirmative
vote of a majority of the Company's outstanding shares. In addition, the Board
of Directors will call a meeting of shareholders for the purpose of electing
Directors if, at any time, less than a majority of the Directors then holding
office have been elected by shareholders.
The Transfer Agent maintains a record of your ownership and sends you
confirmations and statements of account. Shareholder inquiries may be made to
your Agent or by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale,
New York 11556-0144.
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.
25
<PAGE>
DREYFUS PREMIER LARGE COMPANY GROWTH FUND
CLASS A, CLASS B, CLASS C AND CLASS R SHARES
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
NOVEMBER 4, 1997
- --------------------------------------------------------------------------------
This Statement of Additional Information ("SAI"), which is not a
prospectus, supplements and should be read in conjunction with the current
Prospectus of Dreyfus Premier Large Company Growth Fund (the "Fund"), dated
November 4, 1997, as it may be revised from time to time. The Fund is a
separate, diversified portfolio of The Dreyfus/Laurel Funds, Inc. (the
"Company"), an open-end management investment company, known as a mutual fund.
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 one of the following
numbers:
Call Toll Free 1-800-554-4611
In New York City -- Call 1-718-895-1206
Outside the U.S. and Canada -- Call 516-794-5452
The Dreyfus Corporation ("Dreyfus") serves as the Fund's investment
manager.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of the Fund's shares.
TABLE OF CONTENTS
Page
----
Investment Objective and Management Policies............................ B-2
Management of the Fund.................................................. B-13
Management Agreement.................................................... B-20
Purchase of Shares...................................................... B-20
Distribution and Service Plans.......................................... B-22
Redemption of Shares.................................................... B-23
Shareholder Services.................................................... B-24
Determination of Net Asset Value........................................ B-28
Dividends, Other Distributions and Taxes................................ B-29
Portfolio Transactions.................................................. B-32
Performance Information................................................. B-34
Information About the Fund.............................................. B-34
Transfer and Dividend Disbursing Agent, Custodian, Counsel and
Independent Auditors.................................................. B-34
Appendix................................................................ B-36
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in conjunction
-----------------------------------------------------------------------
with the sections in the Fund's Prospectus entitled "Description of the Fund."
- ------------------------------------------------------------------------------
Portfolio Securities
- --------------------
GOVERNMENT OBLIGATIONS. The Fund may invest in a variety of U.S. Treasury
obligations, which differ only in their interest rates, maturities and times of
issuance: (a) U.S. Treasury bills have a maturity of one year or less, (b) U.S.
Treasury notes have maturities of one to ten years, and (c) U.S. Treasury bonds
generally have maturities of greater than ten years.
In addition to U.S. Treasury obligations, the Fund may invest in
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities which are supported by any of the following: (a) the full
faith and credit of the U.S. Treasury (such as Government National Mortgage
Association ("GNMA") participation certificates), (b) the right of the issuer to
borrow an amount limited to a specific line of credit from the U.S. Treasury,
(c) the discretionary authority of the U.S. Government agency or
instrumentality, or (d) the credit of the instrumentality. (Examples of agencies
and instrumentalities are: Federal Land Banks, Federal Housing Administration,
Farmers Home Administration, Export-Import Bank of the United States, Central
Bank for Cooperatives, Federal Intermediate Credit Banks, Federal Home Loan
Banks, General Services Administration, Maritime Administration, Tennessee
Valley Authority, District of Columbia Armory Board, Inter-American Development
Bank, Asian-American Development Bank, Student Loan Marketing Association,
International Bank for Reconstruction and Development and Federal National
Mortgage Association ("FNMA")). No assurance can be given that the U.S.
Government will provide financial support to such U.S. Government agencies or
instrumentalities described in (b), (c) and (d) in the future, other than as set
forth above, since it is not obligated to do so by law.
REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements
with U.S. Government securities dealers recognized by the Federal Reserve Board,
with member banks of the Federal Reserve System, or with such other brokers or
dealers that meet the credit guidelines of the Board of Directors. In a
repurchase agreement, the Fund buys a security from a seller that has agreed to
repurchase the same security at a mutually agreed upon date and price. The
Fund's resale price will be in excess of the purchase price, reflecting an
agreed upon interest rate. This interest rate is effective for the period of
time the Fund is invested in the agreement and is not related to the coupon rate
on the underlying security. Repurchase agreements may also be viewed as a fully
collateralized loan of money by the Fund to the seller. The period of these
repurchase agreements will usually be short, from overnight to one week, and at
no time will the Fund invest in repurchase agreements for more than one year.
The Fund will always receive as collateral securities whose market value
including accrued interest is, and during the entire term of the agreement
remains, at least equal to 100% of the dollar amount invested by the Fund in
each agreement, and the Fund will make payment for such securities only upon
physical delivery or upon evidence of book entry transfer to the account of the
B-2
<PAGE>
custodian. If the seller defaults, the Fund might incur a loss if the value of
the collateral securing the repurchase agreement declines and might incur
disposition costs in connection with liquidating the collateral. In addition, if
bankruptcy proceedings are commenced with respect to the seller of a security
which is the subject of a repurchase agreement, realization upon the collateral
by the Fund may be delayed or limited. The Fund seeks to minimize the risk of
loss through repurchase agreements by analyzing the creditworthiness of the
obligors under repurchase agreements, in accordance with the credit guidelines
of the Company's Board of Directors.
REVERSE REPURCHASE AGREEMENTS. The Fund may enter into reverse
repurchase agreements to meet redemption requests where the liquidation of
portfolio securities is deemed by the Fund to be inconvenient or
disadvantageous. A reverse repurchase agreement is a transaction whereby the
Fund transfers possession of a portfolio security to a bank or broker-dealer in
return for a percentage of the portfolio security's market value. The Fund
retains record ownership of the security involved including the right to receive
interest and principal payments. At an agreed upon future date, the Fund
repurchases the security by paying an agreed upon purchase price plus interest.
Cash or liquid high-grade debt obligations of the Fund equal in value to the
repurchase price including any accrued interest will be maintained in a
segregated account while a reverse repurchase agreement is in effect.
WHEN-ISSUED SECURITIES. New issues of U.S. Treasury and Government
securities are often offered on a when-issued basis. This means that delivery
and payment for the securities normally will take place approximately 7 to 45
days after the date the buyer commits to purchase them. The payment obligation
and the interest rate that will be received on securities purchased on a
when-issued basis are each fixed at the time the buyer 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 or dispose of the commitment before the settlement date if it is
deemed advisable as a matter of investment strategy. Cash or marketable
high-grade debt securities equal to the amount of the above commitments will be
segregated on the Fund's records. For the purpose of determining the adequacy of
these securities the segregated securities will be valued at market. If the
market value of such securities declines, additional cash or securities will be
segregated on the Fund's records on a daily basis so that the market value of
the account will equal the amount of such commitments by the Fund.
Securities purchased on a when-issued basis and the securities held by
the Fund are subject to changes in market value based upon the public's
perception of changes in the level of interest rates. Generally, the value of
such securities will fluctuate inversely to changes in interest rates -- i.e.,
they will appreciate in value when interest rates decline and decrease in value
when interest rates rise. Therefore, if in order to achieve higher interest
income the Fund remains substantially fully invested at the same time that it
has purchased securities on a "when-issued" basis, there will be a greater
possibility of fluctuation in the Fund's net asset value.
When payment for when-issued securities is due, the Fund will meet its
obligations from then-available cash flow, the sale of segregated securities,
the sale of other securities and/or, although it would not normally expect to do
so, from the sale of the when-issued securities themselves (which may have a
market value greater or less than the Fund's payment obligation). The sale of
B-3
<PAGE>
securities to meet such obligations carries with it a greater potential for the
realization of capital gains, which are subject to federal income taxes.
COMMERCIAL PAPER. The Fund may invest in commercial paper issued in
reliance on the so-called "private placement" exemption from registration
afforded by Section 4(2) of the Securities Act of 1933 ("Section 4(2) paper").
Section 4(2) paper is restricted as to disposition under the federal securities
laws and generally is sold to investors who agree that they are purchasing the
paper for an investment and not with a view to public distribution. Any resale
by the purchaser must be in an exempt transaction. Section 4(2) paper is
normally resold to other investors through or with the assistance of the issuer
or investment dealers who make a market in Section 4(2) paper, thus providing
liquidity. Pursuant to guidelines established by the Company's Board of
Directors, Dreyfus may determine that Section 4(2) paper is liquid for the
purposes of complying with the Fund's investment restriction relating to
investments in illiquid securities.
WARRANTS. 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. The
Fund may invest up to 5% of its net assets in warrants, except that this
limitation does not apply to warrants purchased by the Fund that are sold in
units with, or attached to, other securities.
CONVERTIBLE SECURITIES. The Fund may purchase convertible securities,
which are fixed-income securities such as bonds or preferred stock that may be
converted into or exchanged for a specified number of shares of common stock of
the same or a different issuer within a specified period of time and at a
specified price or formula. Convertible securities are senior to common stock in
a corporation's capital structure, but may be subordinated to non-convertible
debt securities. Before conversion, convertible securities ordinarily provide a
stable stream of income with yields generally higher than those on common stock,
but lower than those on non-convertible debt securities of similar quality. In
general, the market value of a convertible security is the higher of its
"investment value" (i.e., its value as a fixed-income security) or its
"conversion value" (i.e., the value of the underlying shares of common stock if
the security is converted). As a fixed-income security, the market value of a
convertible security generally increases when interest rates decline and
generally decreases when interest rates rise. However, the price of a
convertible security also is influenced by the market value of the security's
underlying common stock. Thus, the price of a convertible security generally
increases as the market value of the underlying stock rises, and generally
decreases as the market value of the underlying stock declines. Investments in
convertible securities generally entail less risk than investments in the common
stock of the same issuer.
PREFERRED STOCK. The Fund may also purchase preferred stock, which is a
class of capital stock that typically pays dividends at a specified rate.
Preferred stock is generally senior to common stock, but subordinate to debt
securities, with respect to the payment of dividends and on liquidation of the
issuer. In general, the market value of preferred stock is its "investment
value," or its value as a fixed-income security. Accordingly, the market value
of preferred stock generally increases when interest rates decline and decreases
when interest rates rise, but, as with debt securities, is also affected by the
issuer's ability to make payments on the preferred stock.
B-4
<PAGE>
Management Policies
- -------------------
The Fund engages, in the following practices in furtherance of its
investment objective.
LOANS OF FUND SECURITIES. The Fund has authority to lend its portfolio
securities provided (1) the loan is secured continuously by collateral
consisting of U.S. Government securities or cash or cash equivalents adjusted
daily to make a market value at least equal to the current market value of these
securities loaned; (2) the Fund may at any time call the loan and regain the
securities loaned; (3) the Fund will receive any interest or dividends paid on
the loaned securities; and (4) the aggregate market value of securities loaned
will not at any time exceed one-third of the total assets of the Fund. In
addition, it is anticipated that the Fund may share with the borrower some of
the income received on the collateral for the loan or that it will be paid a
premium for the loan. In determining whether to lend securities, the Fund
considers all relevant factors and circumstances including the creditworthiness
of the borrower.
DERIVATIVE INSTRUMENTS. The Fund may purchase and sell various
financial instruments ("Derivative Instruments"), including financial futures
contracts (such as index futures contracts) and options (such as options on U.S.
and foreign securities or indices of such securities). The index Derivative
Instruments the Fund may use may be based on indices of U.S. or foreign equity
or debt securities. These Derivative Instruments may be used, for example, to
preserve a return or spread or to facilitate or substitute for the sale or
purchase of securities.
Hedging strategies can be broadly categorized as "short hedges" and
"long hedges." A short hedge is a purchase or sale of a Derivative Instrument
intended partially or fully to offset potential declines in the value of one or
more investments held in the Fund's portfolio. Thus, in a short hedge the Fund
takes a position in a Derivative Instrument whose price is expected to move in
the opposite direction of the price of the investment being hedged.
Conversely, a long hedge is a purchase or sale of a Derivative
Instrument intended partially or fully to offset potential increases in the
acquisition cost of one or more investments that the Fund intends to acquire.
Thus, in a long hedge the Fund takes a position in a Derivative Instrument whose
price is expected to move in the same direction as the price of the prospective
investment being hedged. A long hedge is sometimes referred to as an
anticipatory hedge. In an anticipatory hedge transaction, the Fund does not own
a corresponding security and, therefore, the transaction does not relate to a
security the Fund owns. Rather, it relates to a security that the Fund intends
to acquire. If the Fund does not complete the hedge by purchasing the security
it anticipated purchasing, the effect on the Fund's portfolio is the same as if
the transaction were entered into for speculative purposes.
Derivative Instruments on securities generally are used to hedge
against price movements in one or more particular securities positions that the
Fund owns or intends to acquire. Derivative Instruments on indices, in contrast,
generally are used to attempt to hedge against price movements in market sectors
in which the Fund has invested or expects to invest. Derivative Instruments on
B-5
<PAGE>
debt securities may be used to hedge either individual securities or broad debt
market sectors.
The use of Derivative Instruments is subject to applicable regulations
of the Securities and Exchange Commission ("SEC"), the several options and
futures exchanges upon which they are traded, the Commodity Futures Trading
Commission ("CFTC") and various state regulatory authorities. In addition, the
Fund's ability to use Derivative Instruments will be limited by tax
considerations. See "Dividends, Other Distributions and Taxes."
In addition to the instruments, strategies and risks described below
and in the Prospectus, Dreyfus expects to discover additional opportunities in
connection with other Derivative Instruments. These new opportunities may become
available as Dreyfus develops new techniques, as regulatory authorities broaden
the range of permitted transactions and as new techniques are developed. Dreyfus
may utilize these opportunities to the extent that they are consistent with the
Fund's investment objective, and permitted by the Fund's investment policies and
applicable regulatory authorities.
SPECIAL RISKS. The use of Derivative Instruments involves special
considerations and risks, certain of which are described below. Risks pertaining
to particular Derivative Instruments are described in the sections that follow.
(1) Successful use of most Derivative Instruments depends upon Dreyfus'
ability to predict movements of the overall securities and interest rate
markets, which requires different skills than predicting changes in the prices
of individual securities. There can be no assurance that any particular strategy
will succeed.
(2) There might be imperfect correlation, or even no correlation,
between price movements of a Derivative Instrument and price movements of the
investments being hedged. For example, if the value of a Derivative Instrument
used in a short hedge increased by less than the decline in value of the hedged
investment, the hedge would not be fully successful. Such a lack of correlation
might occur due to factors unrelated to the value of the investments being
hedged, such as speculative or other pressures on the markets in which
Derivative Instruments are traded. The effectiveness of hedges using Derivative
Instruments on indices will depend on the degree of correlation between price
movements in the index and price movements in the securities being hedged.
Because there are a limited number of types of exchange-traded options
and futures contracts, it is likely that the standardized contracts available
will not match the Fund's current or anticipated investments exactly. The Fund
may invest in options and futures contracts based on securities with different
issuers, maturities, or other characteristics from the securities in which it
typically invests, which involves a risk that the options or futures position
will not track the performance of the Fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the Fund's
B-6
<PAGE>
investments well. Options and futures prices are affected by such factors as
current and anticipated short-term interest rates, changes in volatility of the
underlying instrument, and the time remaining until expiration of the contract,
which may not affect security prices the same way. Imperfect correlation may
also result from differing levels of demand in the options and futures markets
and the securities markets, from structural differences in how options and
futures and securities are traded, or from imposition of daily price fluctuation
limits or trading halts. The Fund may purchase or sell options and futures
contracts with a greater or lesser value than the securities it wishes to hedge
or intends to purchase in order to attempt to compensate for differences in
volatility between the contract and the securities, although this may not be
successful in all cases. If price changes in the Fund's options or futures
positions are poorly correlated with its other investments, the positions may
fail to produce anticipated gains or result in losses that are not offset by
gains in other investments.
(3) If successful, the above-discussed strategies can reduce risk of
loss by wholly or partially offsetting the negative effect of unfavorable price
movements. However, such strategies can also reduce opportunity for gain by
offsetting the positive effect of favorable price movements. For example, if the
Fund entered into a short hedge because Dreyfus projected a decline in the price
of a security in the Fund's portfolio, and the price of that security increased
instead, the gain from that increase might be wholly or partially offset by a
decline in the price of the Derivative Instrument. Moreover, if the price of the
Derivative Instrument declined by more than the increase in the price of the
security, the Fund could suffer a loss. In either such case, the Fund would have
been in a better position had it not attempted to hedge at all.
(4) As described below, the Fund might be required to maintain assets
as "cover," maintain segregated accounts or make margin payments when it takes
positions in Derivative Instruments involving obligations to third parties
(i.e., Derivative Instruments other than purchased options). If the Fund were
unable to close out its positions in such Derivative Instruments, it might be
required to continue to maintain such assets or accounts or make such payments
until the position expired or matured. These requirements might impair the
Fund's ability to sell a portfolio security or make an investment at a time when
it would otherwise be favorable to do so, or require that the Fund sell a
portfolio security at a disadvantageous time. The Fund's ability to close out a
position in a Derivative Instrument prior to expiration or maturity depends on
the existence of a liquid secondary market or, in the absence of such a market,
the ability and willingness of the other party to the transaction
("counterparty") to enter into a transaction closing out the position.
Therefore, there is no assurance that any position can be closed out at a time
and price that is favorable to the Fund.
COVER FOR DERIVATIVE INSTRUMENTS. Transactions using Derivative
Instruments may expose the Fund to an obligation to another party. The Fund will
not enter into any such transactions unless it owns either (1) an offsetting
("covered") position in securities, futures or options, or (2) cash and
short-term liquid debt securities with a value sufficient at all times to cover
its potential obligations to the extent not covered as provided in (1) above.
The Fund will comply with SEC guidelines regarding cover for Derivative
Instruments and will, if the guidelines so require, set aside cash, U.S.
Government securities or other liquid, high-grade debt securities in a
segregated account with its custodian in the prescribed amount.
B-7
<PAGE>
Assets used as cover or held in a segregated account cannot be sold
while the position in the corresponding Derivative Instrument is open, unless
they are replaced with other appropriate assets. As a result, the commitment of
a large portion of the Fund's assets to cover or segregated accounts could
impede portfolio management or the Fund's ability to meet redemption requests or
other current obligations.
OPTIONS. A call option gives the purchaser the right to buy, and
obligates the writer to sell, the underlying investment at the agreed upon
exercise price during the option period. A put option gives the purchaser the
right to sell, and obligates the writer to buy, the underlying investment at the
agreed upon exercise price during the option period. A purchaser of an option
pays an amount, known as the premium, to the option writer in exchange for
rights under the option contract.
Options on indices are similar to options on securities except that all
settlements are in cash and gain or loss depends on changes in the index in
question rather than on price movements in individual securities.
The purchase of call options can serve as a long hedge, and the
purchase of put options can serve as a short hedge. Writing put or call options
can enable the Fund to enhance income or yield by reason of the premiums paid by
the purchasers of such options. However, if the market price of the security or
other instrument underlying a put option declines to less than the exercise
price on the option, minus the premium received, the Fund would expect to suffer
a loss.
Writing call options can also serve as a limited short hedge because
declines in the value of the hedged investment would be offset to the extent of
the premium received for writing the option. However, if the investment
appreciates to a price higher than the exercise price of the call option, it can
be expected that the option will be exercised and the Fund will be obligated to
sell the investment at less than its market value.
Writing put options can serve as a limited long hedge because increases
in the value of the hedged investment would be offset to the extent of the
premium received for writing the option. However, if the investment depreciates
to a price lower than the exercise price of the put option, it can be expected
that the put option will be exercised and the Fund will be obligated to purchase
the investment at more than its market value.
The value of an option position will reflect, among other things, the
current market value of the underlying investment, the time remaining until
expiration, the relationship of the exercise price to the market price of the
underlying investment, the historical price volatility of the underlying
investment and general market conditions. Options that expire unexercised have
no value.
The Fund may effectively terminate its right or obligation under an
option by entering into a closing transaction. For example, the Fund may
terminate its obligation under a call or put option that it had written by
B-8
<PAGE>
purchasing an identical call or put option; this is known as a closing purchase
transaction. Conversely, the Fund may terminate a position in a put or call
option it had purchased by writing an identical put or call option; this is
known as a closing sale transaction. Closing transactions permit the Fund to
realize profits or limit losses on an option position prior to its exercise or
expiration.
The Fund may purchase and sell both exchange-traded and
over-the-counter ("OTC") options. Exchange-traded options in the United States
are issued by a clearing organization that, in effect, guarantees completion of
every exchange-traded option transaction. In contrast, OTC options are contracts
between the Fund and its counterparty (usually a securities dealer or a bank)
with no clearing organization guarantee. Thus, when the Fund purchases an OTC
option, it relies on the counterparty from whom it purchased the option to make
or take delivery of the underlying investment upon exercise of the option.
Failure by the counterparty to do so would result in the loss of any premium
paid by the Fund as well as the loss of any expected benefit of the transaction.
The Fund will enter into only those option contracts that are listed on a
national securities or commodities exchange or traded in the OTC market for
which there appears to be a liquid secondary market.
The Fund will not purchase or write OTC options if, as a result of such
transaction, the sum of (i) the market value of outstanding OTC options
purchased by the Fund, (ii) the market value of the underlying securities
covered by outstanding OTC call options written by the Fund, and (iii) the
market value of all other assets of the Fund that are illiquid or are not
otherwise readily marketable, would exceed 15% of the net assets of the Fund,
taken at market value. However, if an OTC option is sold by the Fund to a
primary U.S. Government securities dealer recognized by the Federal Reserve Bank
of New York and the Fund has the unconditional contractual right to repurchase
such OTC option from the dealer at a predetermined price, then the Fund will
treat as illiquid such amount of the underlying securities as is equal to the
repurchase price less the amount by which the option is "in-the-money" (the
difference between the current market value of the underlying securities and the
option's strike price). The repurchase price with primary dealers is typically a
formula price that is generally based on a multiple of the premium received for
the option plus the amount by which the option is "in-the-money."
The Fund's ability to establish and close out positions in
exchange-listed options depends on the existence of a liquid market. However,
there can be no assurance that such a market will exist at any particular time.
Closing transactions can be made for OTC options only by negotiating directly
with the counterparty, or by a transaction in the secondary market if any such
market exists. Although the Fund will enter into OTC options only with major
dealers in unlisted options, there is no assurance that the Fund will in fact be
able to close out an OTC option position at a favorable price prior to
expiration. In the event of insolvency of the counterparty, the Fund might be
unable to close out an OTC option position at any time prior to its expiration.
If the Fund were unable to effect a closing transaction for an option
it had purchased, it would have to exercise the option to realize any profit.
The inability to enter into a closing purchase transaction for a covered call
B-9
<PAGE>
option written by the Fund could cause material losses because the Fund would be
unable to sell the investment used as cover for the written option until the
option expires or is exercised.
The Fund may write only covered call options on securities. A call
option is covered if the Fund owns the underlying security or a call option on
the same security with a lower strike price.
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. When the Fund
purchases a futures contract, it incurs an obligation to take delivery of a
specified amount of the obligation underlying the futures contract at a
specified time in the future for a specified price. When the Fund sells a
futures contract, it incurs an obligation to deliver a specified amount of the
obligation underlying the futures contract at a specified time in the future for
an agreed upon price. With respect to index futures, no physical transfer of the
securities underlying the index is made. Rather, the parties settle by
exchanging in cash an amount based on the difference between the contract price
and the closing value of the index on the settlement date.
When the Fund writes an option on a futures contract, it becomes
obligated, in return for the premium paid, to assume a position in a futures
contract at a specified exercise price at any time during the term of the
option. If the Fund has written a call, it assumes a short futures position. If
the Fund has written a put, it assumes a long futures position. When the Fund
purchases an option on a futures contract, it acquires the right, in return for
the premium it pays, 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).
The purchase of futures or call options on futures can serve as a long
hedge, and the sale of futures or the purchase of put options on futures can
serve as a short hedge. Writing call options on futures contracts can serve as a
limited short hedge, using a strategy similar to that used for writing call
options on securities or indices. Similarly, writing put options on futures
contracts can serve as a limited long hedge.
No price is paid upon entering into a futures contract. Instead, at the
inception of a futures contract the Fund is required to deposit "initial margin"
consisting of cash or U.S. Government securities in an amount generally equal to
10% or less of the contract value. Margin must also be deposited when writing a
call or put option on a futures contract, in accordance with applicable exchange
rules. Unlike margin in securities transactions, initial margin on futures
contracts does not represent a borrowing, but rather is in the nature of a
performance bond or good-faith deposit that is returned to the Fund at the
termination of the transaction if all contractual obligations have been
satisfied. Under certain circumstances, such as periods of high volatility, the
Fund may be required by an exchange to increase the level of its initial margin
payment.
Subsequent "variation margin" payments are made to and from the futures
broker daily as the value of the futures position varies, a process known as
"marking-to-market." Variation margin does not involve borrowing, but rather
represents a daily settlement of the Fund's obligations to or from a futures
broker. When the Fund purchases an option on a future, the premium paid plus
B-10
<PAGE>
transaction costs is all that is at risk. In contrast, when the Fund purchases
or sells a futures contract or writes a call or put option thereon, it is
subject to daily variation margin calls that could be substantial in the event
of adverse price movements. If the Fund has insufficient cash to meet daily
variation margin requirements, it might need to sell securities at a time when
such sales are disadvantageous.
Purchasers and sellers of futures contracts and options on futures can
enter into offsetting closing transactions, similar to closing transactions on
options, by selling or purchasing, respectively, an instrument identical to the
instrument purchased or sold. Positions in futures and options on futures may be
closed only on an exchange or board of trade that provides a secondary market.
Although the Fund intends to enter into futures and options on futures only on
exchanges or boards of trade where there appears to be a liquid secondary
market, there can be no assurance that such a market will exist for a particular
contract at a particular time. In such event, it may not be possible to close a
futures contract or options position.
Under certain circumstances, futures exchanges may establish daily
limits on the amount that the price of a futures or an option on a futures
contract can vary from the previous day's settlement price; once that limit is
reached, no trades may be made that day at a price beyond the limit. Daily price
limits do not limit potential losses because prices could move to the daily
limit for several consecutive days with little or no trading, thereby preventing
liquidation of unfavorable positions.
If the Fund were unable to liquidate a futures or options on futures
position due to the absence of a liquid secondary market or the imposition of
price limits, it could incur substantial losses. The Fund would continue to be
subject to market risk with respect to the position. In addition, except in the
case of purchased options, the Fund would continue to be required to make daily
variation margin payments and might be required to maintain the position being
hedged by the future or option or to maintain cash or securities in a segregated
account.
To the extent that the Fund enters into futures contracts, options on
futures contracts, or options on foreign currencies traded on an exchange
regulated by the CFTC, in each case other than for bona fide hedging purposes
(as defined by the CFTC), the aggregate initial margin and premiums required to
establish those positions (excluding the amount by which options are
"in-the-money" at the time of purchase) will not exceed 5% of the liquidation
value of the Fund's portfolio, after taking into account unrealized profits and
unrealized losses on any contracts the Fund has entered into. This policy does
not limit to 5% the percentage of the Fund's assets that are at risk in futures
contracts and options on futures contracts.
The Fund will not enter into futures contracts to the extent that its
outstanding obligations under these contracts would exceed 25% of the Fund's
total assets.
MASTER/FEEDER OPTION. The Company may in the future seek to achieve the
Fund's investment objectives by investing all of the Fund's net investable
assets in another investment company having the same investment objective and
substantially the same investment policies and restrictions as those applicable
to the Fund. Shareholders of the Fund will be given at least 30 days' prior
B-11
<PAGE>
notice of any such investment. Such investment would be made only if the
Company's Board of Directors determines it to be in the best interest of the
Fund and its shareholders. In making that determination, the Company's Board of
Directors will consider, among other things, the benefits to shareholders and/or
the opportunity to reduce costs and achieve operational efficiency. Although the
Fund believes that the Board of Directors will not approve an arrangement that
is likely to result in higher costs, no assurance is given that risks will be
materially reduced if this option is implemented.
Investment Restrictions
- -----------------------
FUNDAMENTAL. The following fundamental limitations have been adopted by
the Fund. The Fund may not change any of these fundamental investment
limitations without the consent of: (a) 67% or more of the shares present at a
meeting of shareholders duly called if the holders of more than 50% of the
outstanding shares of the Fund are present or represented by proxy; or (b) more
than 50% of the outstanding shares of the Fund, whichever is less. The Fund may
not:
1. Purchase any securities which would cause 25% or more of the value
of the Fund's total assets at the time of such purchase to be invested in the
securities of one or more issuers conducting their principal activities in the
same industry. (For purposes of this limitation, U.S. Government securities and
state or municipal governments and their political subdivisions are not
considered members of any industry.)
2. Borrow money or issue senior securities as defined in the 1940 Act,
except that (a) the Fund may borrow money in an amount not exceeding one-third
of the Fund's total assets at the time of such borrowing, and (b) the Fund may
issue multiple classes of shares. The purchase or sale of options, forward
contacts, futures contracts, including those relating to indices, and options on
futures contracts or indices shall not be considered to involve the borrowing of
money or issuance of senior securities.
3. Purchase with respect to 75% of the Fund's total assets securities
of any issuer (other than securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities) if, as a result, (a) more than 5%
of the Fund's total assets would be invested in the securities of that issuer,
or (b) the Fund would hold more than 10% of the outstanding voting securities of
that issuer.
4. Make loans or lend securities, if as a result thereof more than
one-third of the Fund's total assets would be subject to all such loans. For
purposes of this limitation debt instruments and repurchase agreements shall not
be treated as loans.
5. Purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Fund from investing in securities or other instruments backed by real estate,
including mortgage loans, or securities of companies that engage in the real
estate business or invest or deal in real estate or interests therein).
B-12
<PAGE>
6. Underwrite securities issued by any other person, except to the
extent that the purchase of securities and the later disposition of such
securities in accordance with the Fund's investment program may be deemed an
underwriting.
7. Purchase or sell commodities, except that the Fund may enter into
options, forward contracts, and futures contracts, including those related to
indices, and options on futures contracts or indices.
The Fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its investable assets in securities of a single,
open-end management investment company with substantially the same fundamental
investment objective, policies, and limitations as the Fund.
NON-FUNDAMENTAL. The Fund has adopted the following additional
non-fundamental investment restrictions. These non-fundamental restrictions may
be changed without shareholder approval, in compliance with applicable law and
regulatory policy.
1. The Fund will not invest more than 15% of the value of its net
assets in illiquid securities, including repurchase agreements with remaining
maturities in excess of seven days, time deposits with maturities in excess of
seven days, and other securities which are not readily marketable. For purposes
of this limitation, illiquid securities shall not include commercial paper
issued pursuant to Section 4(2) of the Securities Act of 1933 and securities
which may be resold under Rule 144A under the Securities Act of 1933, provided
that the Board of Directors, or its delegate, determines that such securities
are liquid, based upon the trading markets for the specific security.
2. The Fund will not invest in securities of other investment
companies, except as they may be acquired as part of a merger, consolidation or
acquisition of assets and except to the extent otherwise permitted by the 1940
Act.
3. The Fund will not purchase securities on margin, but the Fund may
make margin deposits in connection with transactions in options, forward
contracts, futures contracts, and options on futures contracts.
4. The Fund will not sell securities short, or purchase, sell or write
puts, calls or combinations thereof, except as described in the Fund's
Prospectus and this SAI.
If a percentage restriction is adhered to at the time of an investment,
a later increase or decrease in such percentage resulting from a change in the
values of assets will not constitute a violation of such restriction, except as
otherwise required by the 1940 Act.
B-13
<PAGE>
MANAGEMENT OF THE FUND
Federal Law Affecting Mellon Bank
The Glass-Steagall Act of 1933 prohibits national banks from engaging
in the business of underwriting, selling or distributing securities and
prohibits a member bank of the Federal Reserve System from having certain
affiliations with an entity engaged principally in that business. The activities
of Mellon Bank, N.A. ("Mellon Bank") in informing its customers of, and
performing, investment and redemption services in connection with the Fund, and
in providing services to the Fund as custodian, as well as Dreyfus' investment
advisory activities, may raise issues under these provisions. Mellon Bank has
been advised by counsel that the activities contemplated under these
arrangements are consistent with statutory and regulatory obligations.
Changes in either federal or state statutes and regulations relating to
the permissible activities of banks and their subsidiaries or affiliates, as
well as further judicial or administrative decisions or interpretations of such
future statutes and regulations, could prevent Mellon Bank or Dreyfus from
continuing to perform all or a part of the above services for its customers
and/or the Fund. If Mellon Bank or Dreyfus were prohibited from serving the Fund
in any of its present capacities, the Board of Directors would seek an
alternative provider(s) of such services.
Directors and Officers of the Company
The Company has a Board composed of eleven Directors which supervises
the Fund's investment activities and reviews contractual arrangements with
companies that provide the Fund with services. The following lists the Directors
and officers and their positions with the Company and their present and
principal occupations during the past five years. Each Director who is an
"interested person" of the Company (as defined in the 1940 Act) is indicated by
an asterisk(*). Each of the Directors also serves as a Trustee of The
Dreyfus/Laurel Tax-Free Municipal Funds and The Dreyfus/Laurel Funds Trust
(collectively, with the Company, the "Dreyfus/Laurel Funds").
o+RUTH MARIE ADAMS. Director of the Company; Professor of English and Vice
President Emeritus, Dartmouth College; Senator, United Chapters of Phi Beta
Kappa; Trustee, Woods Hole Oceanographic Institution; from November 1995 to
January 1997, Director, Access Capital Strategic Community Investment Fund,
Inc. - Institutional Investment Portfolio. Age: 83 years old. Address: 1026
Kendal Lyme Road, Hanover, New Hampshire 03755.
o+FRANCIS P. BRENNAN. Chairman of the Board of Directors and Assistant Treasurer
of the Company; Director and Chairman, Massachusetts Business Development
Corp.; and from November 1995 to January 1997, Director, Access Capital
Strategic Community Investment Fund, Inc. - Bank Portfolio. Age: 80 years
old. Address: Massachusetts Business Development Corp., 50 Milk Street,
Boston, Massachusetts 02109.
B-14
<PAGE>
o+JOSEPH S. DIMARTINO, Director of the Company since February 1995. Since
January 1995, Mr. DiMartino has served as Chairman of the Board for various
funds in the Dreyfus Family of Funds. From November 1995 to January 1997,
Director, Access Capital Strategic Community Investment Fund, Inc. -
Institutional Investment Portfolio and Bank Portfolio. He is also Chairman
of the Board of Noel Group, Inc., a venture capital company, and Staffing
Resources, Inc., a temporary placement agency, and a Director of the
Muscular Dystrophy Association, HealthPlan Services Corporation, a provider
of marketing, administrative nd risk management services to health and
other benefit programs, Carlyle Industries, Inc. (formerly Belding
Heminway, Inc.), a button purchaser and distributor, Curtis Industries,
Inc., a national distributor of security products, chemicals and automotive
and other hardware, and Simmons Outdoor Corporation. Mr. DiMartino is also
a Board member of 152 other funds in the Dreyfus Family of Funds. For more
than five years prior to January 1995, he was President and a director of
Dreyfus and Executive Vice President and a director of Dreyfus Service
Corporation, a wholly-owned subsidiary of Dreyfus. From August 1994 to
December 31, 1994, he was a director of Mellon Bank Corporation. Age: 54
years old. His address is 200 Park Avenue, New York, New York 10166.
o+JAMES M. FITZGIBBONS. Director of the Company; Chairman, Howes Leather
Company, Inc.; Director, Fiduciary Trust Company; Chairman, CEO and
Director, Fieldcrest-Cannon Inc.; Director, Lumber Mutual Insurance
Company; Director, Barrett Resources, Inc.; from November 1995 to January
1997, Director, Access Capital Strategic Community Investment Fund, Inc. -
Bank Portfolio. Age: 63 years old. Address: 40 Norfolk Road, Brookline,
Massachusetts 02167.
o*J. TOMLINSON FORT. Director of the Company; Partner, Reed, Smith, Shaw &
McClay (law firm). From November 1995 to January 1997, Director, Access
Capital Strategic Community Investment Fund, Inc. - Bank Portfolio. Age: 69
years old. Address: 204 Woodcock Drive, Pittsburgh, Pennsylvania 15215.
o+ARTHUR L. GOESCHEL. Director of the Company; Chairman of the Board and
Director, Rexene Corporation; Director, Calgon Carbon Corporation;
Director, Cerex Corporation; Director, National Picture Frame Corporation;
Chairman of the Board and Director, Tetra Corporation 1991-1993; Director,
Medalist Corporation 1992-1993. From November 1995 to January 1997,
Director, Access Capital Strategic Community Investment Fund, Inc. -
Institutional Investment Portfolio. Age: 76 years old. Address: Way Hallow
Road and Woodland Road, Sewickley, Pennsylvania 15143.
o+KENNETH A. HIMMEL. Director of the Company; Former Director, The Boston
Company, Inc. ("TBC") and Boston Safe Deposit and Trust Company; President
and Chief Executive Officer, Himmel & Co., Inc.; Vice Chairman, Sutton
Place Gourmet, Inc.; Managing Partner, Franklin Federal Partners. From
November 1995 to January 1997, Director, Access Capital Strategic Community
Investment Fund, Inc. - Bank Portfolio. Age: 51 years old. Address: Himmel
and Company, Inc., 399 Boylston Street, 11th Floor, Massachusetts 02116.
B-15
<PAGE>
o*ARCH S. JEFFERY. Director of the Company; Financial Consultant. From November
1995 to January 1997, Director, Access Capital Strategic Community
Investment Fund, Inc. - Institutional Investment Portfolio. Age: 80 years
old. Address: 1817 Foxcroft Lane, Unit 306, Allison Park, Pennsylvania
15101.
o+STEPHEN J. LOCKWOOD. Director of the Company; President and CEO, LDG
Management Company Inc.; CEO, LDG Reinsurance Underwriters, SRRF Management
Inc. and Medical Reinsurance Underwriters Inc.; from November 1995 to
January 1997, Director, Access Capital Strategic Community Investment Fund,
Inc. - Institutional Investment Portfolio. Age: 50 years old. Address: 401
Edgewater Place, Wakefield, Massachusetts 01880.
o+JOHN J. SCIULLO. Director of the Company; Dean Emeritus and Professor of Law,
Duquesne University Law School; Director, Urban Redevelopment Authority of
Pittsburgh; from November 1995 to January 1997, Director, Access Capital
Strategic Community Investment Fund, Inc. - Institutional Investment
Portfolio. Age: 66 years old. Address: 321 Gross Street, Pittsburgh,
Pennsylvania 15224.
o+ROSLYN M. WATSON. Director of the Company; Principal, Watson Ventures, Inc.,
Director, American Express Centurion Bank; Director, Harvard/Pilgrim
Community Health Plan, Inc.; from November 1995 to January 1997, Director,
Access Capital Strategic Community Investment Fund, Inc. - Bank Portfolio;
Director, Massachusetts Electric Company; Director, the Hymans Foundation,
Inc., prior to February, 1993; Real Estate Development Project Manager and
Vice President, The Gunwyn Company. Age: 48 years old. Address: 25 Braddock
Park, Boston, Massachusetts 02116-5816.
#MARIE E. CONNOLLY. President and Treasurer of the Company, The Dreyfus/Laurel
Tax-Free Municipal Funds and The Dreyfus/Laurel Funds Trust (since
September 1994); Vice President of the Company, The Dreyfus/Laurel Tax-Free
Municipal Funds and The Dreyfus/Laurel Trust (March 1994 to September
1994); President, Funds Distributor, Inc. (since 1992); Treasurer, Funds
Distributor, Inc. (July 1993 to April 1994); COO, Funds Distributor, Inc.
(since April 1994); Director, Funds Distributor, Inc. (since July 1992);
President, COO and Director, Premier Mutual Fund Services, Inc. (since
April 1994); Senior Vice President and Director of Financial
Administration, The Boston Company Advisors, Inc. (December 1988 to May
1993). Age: 40 years old. Address: 60 State Street, Boston, Massachusetts
02109.
#DOUGLAS C. CONROY. Vice President and Assistant Secretary of the Company, The
Dreyfus/Laurel Tax-Free Municipal Funds and The Dreyfus/Laurel Funds Trust
(since July 1996). Supervisor of Treasury Services and Administration of
Funds Distributor, Inc. From April 1993 to January 1995, Mr. Conroy was a
Senior Fund Accountant for Investors Bank & Trust Company. From December
1991 to March 1993, Mr. Conroy was employed as a fund accountant at TBC.
Age: 28 years old. Address: 60 State Street, Boston, Massachusetts 02109.
B-16
<PAGE>
#RICHARD W. INGRAM, Vice President and Assistant Secretary of the Company, The
Dreyfus/Laurel Tax-Free Municipal Funds and The Dreyfus/Laurel Funds Trust
(since July 1996). Senior Vice President and Director of Client Services
and Treasury Operations of Funds Distributor, Inc. From March 1994 to
November 1995, Mr. Ingram was Vice President and Division Manager for First
Data Investor Services Group. From 1989 to 1994, Mr. Ingram was Vice
President, Assistant Treasurer and Tax Director - Mutual Funds of TBC. Age:
42 year old. Address: 60 State Street, Boston, Massachusetts 02109.
#MARK A. KARPE, Vice President and Assistant Secretary of the Company, The
Dreyfus/Laurel Tax-Free Municipal Funds and The Dreyfus/Laurel Funds Trust
(since October 1996). Senior Paralegal of Premier Mutual Fund Services,
Inc. From August 1993 to May 1996, Mr. Karpe attended Hofstra University
School of Law. Prior to August 1993, Mr. Karpe was employed as a Associate
Examiner at the National Association of Securities Dealers, Inc. Age: 27
years old. Address: 200 Park Avenue, New York, New York 10166.
#ELIZABETH KEELEY, Vice President and Assistant Secretary of the Company, The
Dreyfus/Laurel Tax-Free Municipal Funds and The Dreyfus/Laurel Funds Trust
(since January 1996); Counsel, to Premier Mutual Fund Services, Inc. Prior
to September 1995, Ms. Keeley was enrolled at the Fordham University School
of Law and received her J.D. in May 1995. Prior to September 1992, Ms.
Keeley was an Assistant at the National Association for Public Interest
Law. Age: 28 years old. Address: 200 Park Avenue, New York, New York 10166.
#MARY A. NELSON, Vice President and Assistant Treasurer of the Company, The
Dreyfus/Laurel Tax-Free Municipal Funds and The Dreyfus/Laurel Funds Trust
(since July 1996). Vice President and Manager of Treasury Services and
Administration of Funds Distributor, Inc. From September 1989 to July 1994,
Ms. Nelson was an Assistant Vice President and Client Manager of TBC. Age:
33 years old. Address: 60 State Street, Boston, Massachusetts 02109.
#JOHN E. PELLETIER. Vice President and Secretary of the Company, The
Dreyfus/Laurel Tax-Free Municipal Funds and The Dreyfus/Laurel Trust (since
September 1994); Senior Vice President, General Counsel and Secretary,
Funds Distributor, Inc. (since April 1994); Senior Vice President, General
Counsel and Secretary, Premier Mutual Fund Services, Inc. (since August
1994); Counsel, The Boston Company Advisors, Inc. (February 1992 to March
1994); Associate, Ropes & Gray (August 1990 to February 1992). Age: 33
years old. Address: 60 State Street, Boston, Massachusetts 02109.
#MICHAEL S. PETRUCELLI. Vice President and Treasurer of the Company, The
Dreyfus/Laurel Tax-Free Municipal Funds and The Dreyfus/Laurel Funds Trust
(since January 1997); Director of Strategic Client Initiatives for Premier
Mutual Fund Services, Inc. From December 1989 through November 1996, he was
employed with GE Investment Services where he held various financial,
B-17
<PAGE>
business development and compliance positions. He also served as Treasurer
of the GE Funds and as Director of GE Investment Services. Age: 36 years
old. Address: 200 Park Avenue, New York, New York 10166.
#JOSEPH F. TOWER, III. Vice President and Assistant Treasurer of the Company,
The Dreyfus/Laurel Tax-Free Municipal Funds and The Dreyfus/Laurel Funds
Trust (since January 1996); Senior Vice President, Treasurer and Chief
Financial Officer of Premier Mutual Fund Services, Inc. From July 1988
to August 1994, Mr. Tower was employed by TBC where he held various
management positions in the Corporate Finance and Treasury areas. Age: 35
years old. Address: 60 State Street, Boston, Massachusetts 02109.
- --------------------------------
* "Interested person" of the Company, as defined in the 1940 Act.
o Member of the Audit Committee.
+ Member of the Nominating Committee.
# Officer also serves as an officer for other investment companies advised by
Dreyfus.
The officers and Directors of the Company as a group owned beneficially
less than 1% of the total shares of the Fund outstanding as of November 3, 1997.
No officer or employee of the Distributor (or of any parent, subsidiary
or affiliate thereof) receives any compensation from the Company for serving as
an officer or Director of the Company. In addition, no officer or employee of
Dreyfus (or of any parent, subsidiary or affiliate thereof) serves as an officer
or Director of the Company. The Dreyfus/Laurel Funds pay each Trustee/Director
who is not an "interested person" of the Company (as defined in the 1940 Act)
$27,000 per annum (and an additional $25,000 for the Chairman of the Board of
Directors/Trustees of the Dreyfus/Laurel Funds). In addition, the Dreyfus/Laurel
Funds pay each Trustee/Director who is not an "interested person" of the Company
(as defined in the 1940 Act) $1,000 per joint Dreyfus/Laurel Funds Board meeting
attended, plus $750 per joint Dreyfus/Laurel Funds Audit Committee meeting
attended, and reimburse each Trustee/Director who is not an "interested person"
of the Company (as defined in the 1940 Act) for travel and out-of-pocket
expenses.
For the fiscal year ended October 31, 1996, the aggregate amount of
fees and expenses received by each current Director of the Company and all other
Funds in the Dreyfus Family of Funds for which such person is a Board member
were as follows:
B-18
<PAGE>
Total Compensation
From the Company
Aggregate and Fund Complex
Name of Board Compensation Paid to Board
Member From Company# Member****
- ------------- ------------- ------------------
Ruth Marie Adams $10,500 $ 31,500
Francis P. Brennan* 18,431.33 70,000
Joseph S. DiMartino** none 517,075***
James M. Fitzgibbons 10,500 31,500
J. Tomlinson Fort** none none
Arthur L. Goeschel 10,833.33 32,500
Kenneth A. Himmel 10,250 30,750
Arch S. Jeffery** none none
Stephen J. Lockwood 10,500 31,500
John J. Sciullo 10,833.33 32,500
Roslyn M. Watson 10,833.33 32,500
# Amounts required to be paid by the Company directly to the non-interested
Directors, that would be applied to offset a portion of the management fee
payable to Dreyfus, are in fact paid directly by Dreyfus to the
non-interested Directors. Amount does not include reimbursed expenses for
attending Board meetings, which amounted to $12,920.43 for the Company.
* Compensation of Francis P. Brennan includes $25,000 paid by the
Dreyfus/Laurel Funds to be the Chairman of the Board. Effective May 1, 1996,
the retainer was reduced from $75,000 to $25,000 annually.
** For the fiscal year ended October 31, 1996, Joseph S. DiMartino, J.
Tomlinson Fort and Arch S. Jeffery were paid directly by Dreyfus for serving
as Board members of the Company and the funds in the Dreyfus/Laurel Funds.
For the fiscal year ended October 31, 1996, the aggregate amount of fees and
expenses received by Joseph S. DiMartino, J. Tomlinson Fort and Arch S.
Jeffery from Dreyfus for serving as a Board member of the Company were $10,
833.33, 10,833.33 and $10,833.33, respectively, and for serving as a Board
member of all funds in the Dreyfus/Laurel Funds (including the Company) were
$32,500, $32,500 and $32,500, respectively. In addition, Dreyfus reimbursed
Messrs. DiMartino, Fort and Jeffery a total of $5,477.33 for expenses
attributable to the Company's Board meetings which is not included in the
$12,920.43 amount in note # above.
*** Amount paid to Joseph S. DiMartino from the funds in the Fund Complex for
the year ended December 31, 1996.
****The Dreyfus Family of Funds consists of ___ mutual funds.
B-19
<PAGE>
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."
- ----------------------------------------------------------------------------
MANAGEMENT AGREEMENT. Dreyfus serves as investment manager for the Fund
pursuant to an Investment Management Agreement with the Company dated April 4,
1994, transferred to Dreyfus as of October 17, 1994 ("Management Agreement").
Pursuant to the Management Agreement, Dreyfus provides, or arranges for one or
more third parties to provide, investment advisory, administrative, custody,
fund accounting and transfer agency services to the Fund. As investment manager,
Dreyfus manages the Fund by making investment decisions based on the Fund's
investment objective, policies and restrictions. The Management Agreement was
approved with respect to the Fund on July 31, 1997 and will continue in effect
until April 4, 1999. Thereafter, the Management Agreement will be subject to
review and approval at least annually by the Board of Directors.
The Management Agreement will continue from year to year provided that
a majority of the Directors who are not interested persons of the Company and
either a majority of all Directors or a majority of the shareholders of the Fund
approve its continuance. The Company may terminate the Management Agreement,
without prior notice to Dreyfus, upon the vote of a majority of the Board of
Directors or upon the vote of a majority of the outstanding voting securities of
the Fund on 60 days' written notice to Dreyfus. Dreyfus may terminate the
Management Agreement upon 60 days' written notice to the Company. The Management
Agreement will terminate immediately and automatically upon its assignment.
The following persons are officers and/or directors of Dreyfus: W.
Keith Smith, Chairman of the Board; Christopher M. Condron, President, Chief
Executive Officer, Chief Operating Officer and a director; Stephen E. Canter,
Vice Chairman, Chief Investment Officer and a director; Lawrence S. Kash, Vice
Chairman--Distribution and a director; William T. Sandalls, Jr., Senior Vice
President and Chief Financial Officer; Paul Kadin, Vice President--Corporate
Development; Mark N. Jacobs, Vice President, General Counsel and Secretary;
Patrice M. Kozlowski, Vice President--Corporate Communications; Mary Beth
Leibig, Vice President--Human Resources; Jeffrey N. Nachman, Vice
President--Mutual Fund Accounting; Andrew S. Wasser, Vice President--Information
Systems; William V. Healey, Assistant Secretary; and Mandell L. Berman, Burton
C. Borgelt and Frank V. Cahouet, directors.
PURCHASE OF SHARES
The following information supplements and should be read in conjunction
-----------------------------------------------------------------------
with the section in the Fund's Prospectus entitled "How to Buy 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 Premier Family of Funds and
for certain other investment companies.
B-20
<PAGE>
SALES LOADS -- CLASS A. The scale of sales loads applies to purchases
of Class A shares 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.
Set forth below is an example of the method of computing the offering
price of the Fund's Class A shares. The example assumes a purchase of Class A
shares of the Fund aggregating less than $50,000 subject to the schedule of
sales charges set forth in the Fund's Prospectus at a price based upon the
initial offering price of $12.50:
Net Asset Value per share $12.50
Per Share Sales Charge - 5.75% of offering price
(6.10% of net asset value per share) $ 0.76
Per Share Offering Price to Public $13.26
TELETRANSFER PRIVILEGE. TeleTransfer purchase orders may be made at any
time. Purchase orders received by 4:00 p.m., New York time, on any business day
Dreyfus Transfer, Inc., the Fund's transfer and dividend disbursing agent (the
"Transfer Agent"), and the New York Stock Exchange ("NYSE") are open for
business will be credited to the shareholder's Fund account on the next bank
business day following such purchase order. Purchase orders made after 4:00
p.m., New York time, on any business day the Transfer Agent and the NYSE are
open for business, or orders made on Saturday, Sunday or any Fund holiday (e.g.,
when the NYSE is not open for business), will be credited to the shareholder's
Fund account on the second bank business day following such purchase order.
REOPENING AN ACCOUNT. An investor may reopen an account with a minimum
investment of $100 without filing a new Account Application during the calendar
year the account is closed or during the following calendar year, provided the
information on the old Account Application is still applicable.
IN-KIND PURCHASES. If the following conditions are satisfied, the Fund
may at its discretion, permit the purchase of shares through an "in-kind"
B-21
<PAGE>
exchange of securities. Any securities exchanged must meet the investment
objective, policies and limitations of the Fund, must have a readily
ascertainable market value, must be liquid and must not be subject to
restrictions on resale. The market value of any securities exchanged, plus any
cash, must be at least equal to $25,000. Shares purchased in exchange for
securities generally cannot be redeemed for fifteen days following the exchange
in order to allow time for the transfer to settle.
The basis of the exchange will depend upon the relative net asset value
of the shares purchased and securities exchanged. Securities accepted by the
Fund will be valued in the same manner as the Fund values its assets. Any
interest earned on the securities following their delivery to the Fund and prior
to the exchange will be considered in valuing the securities. All interest,
dividends, subscription or other rights attached to the securities become the
property of the Fund, along with the securities. For further information about
"in-kind" purchases, call 1-800-645-6561.
DISTRIBUTION AND SERVICE PLANS
The following information supplements and should be read in conjunction
-----------------------------------------------------------------------
with the section in the Fund's Prospectus entitled "Distribution Plan (Class A
- --------------------------------------------------------------------------------
Plan and Class B and C Plans)."
- ------------------------------
Class A, Class B and Class C shares are subject to annual fees for
distribution and shareholder services.
The SEC has adopted Rule 12b-1 under the 1940 Act (the "Rule")
regulating the circumstances under which investment companies such as the
Company may, directly or indirectly, bear the expenses of distributing their
shares. The Rule defines distribution expenses to include expenditures for "any
activity which is primarily intended to result in the sale of fund shares." The
Rule, among other things, provides that an investment company may bear such
expenses only pursuant to a plan adopted in accordance with the Rule.
DISTRIBUTION PLAN--CLASS A SHARES. The Company has adopted a
Distribution Plan pursuant to the Rule with respect to the Class A shares of the
Fund ("Class A Plan"), whereby Class A shares of the Fund may spend annually up
to 0.25% of the average of its net assets for costs and expenses incurred in
connection with the distribution of, and shareholder servicing with respect to,
Class A shares.
The Class A Plan provides that a report of the amounts expended under
the Class A Plan, and the purposes for which such expenditures were incurred,
must be made to the Company's Directors for their review at least quarterly. In
addition, the Class A Plan provides that it may not be amended to increase
materially the costs which the Fund may bear for distribution pursuant to the
Class A Plan without approval of the Fund's shareholders, and that other
material amendments of the Class A Plan must be approved by the vote of a
majority of the Directors and of the Directors who are not "interested persons"
of the Company (as defined in the 1940 Act) and who do not have any direct or
B-22
<PAGE>
indirect financial interest in the operation of the Class A Plan, cast in person
at a meeting called for the purpose of considering such amendments. The Class A
Plan is subject to annual approval by the entire Board of Directors and by the
Directors who are neither interested persons nor have any direct or indirect
financial interest in the operation of the Class A Plan, by vote cast in person
at a meeting called for the purpose of voting on the Class A Plan. The Class A
Plan was so approved by the Directors at a meeting held on January 31, 1997, and
its applicability to the Fund was approved on July 31, 1997. The Class A Plan is
terminable, as to the Fund's class of shares, at any time by vote of a majority
of the Directors who are not interested persons and have no direct or indirect
financial interest in the operation of the Class A Plan or by vote of the
holders of a majority of the outstanding shares of such class of the Fund.
DISTRIBUTION AND SERVICE PLANS -- CLASS B AND CLASS C SHARES. In
addition to the above described current Class A Plan for Class A shares, the
Board of Directors has adopted a Service Plan (the "Service Plan") under the
Rule for Class B and Class C shares, pursuant to which the Fund pays the
Distributor and Dreyfus Service Corporation for the provision of certain
services to the holders of Class B and Class C shares. The Company's Board of
Directors has also adopted a Distribution Plan pursuant to the Rule with respect
to Class B and Class C shares (the "Distribution Plan"). The Company's Board of
Directors believes that there is a reasonable likelihood that the Distribution
and Service Plans (the "Plans") will benefit the Fund and the holders of Class B
and Class C shares.
A quarterly report of the amounts expended under each Plan, and the
purposes for which such expenditures were incurred, must be made to the
Directors for their review. In addition, each Plan provides that it may not be
amended to increase materially the cost which holders of Class B or Class C
shares may bear pursuant to the Plan without the approval of the holders of such
Classes and that other material amendments of the Plan must be approved by the
Board of Directors and by the Directors who are not interested persons of the
Fund and have no direct or indirect financial interest in the operation of the
Plan or in any agreements entered into in connection with the Plan, by vote cast
in person at a meeting called for the purpose of considering such amendments.
Each Plan is subject to annual approval by such vote of the Directors cast in
person at a meeting called for the purpose of voting on the Plan. Each Plan was
so approved by the Directors at a meeting held on January 31, 1997, and the
applicability of each Plan to the Fund was approved on July 31, 1997. Each Plan
may be terminated at any time by vote of a majority of the Directors who are not
interested persons and have no direct or indirect financial interest in the
operation of the Plan or in any agreements entered into in connection with the
Plan or by vote of the holders of a majority of Class B and Class C shares.
REDEMPTION OF SHARES
The following information supplements and should be read in conjunction
-----------------------------------------------------------------------
with the section in the Fund's Prospectus entitled "How to Redeem Shares."
- ------------------------------------------------------------------------
STOCK CERTIFICATES; SIGNATURES. Any certificates representing Fund
shares to be redeemed must be submitted with the redemption request. Written
redemption requests must be signed by each shareholder, including each owner of
a joint account, and each signature must be guaranteed. Signatures on endorsed
certificates submitted for redemption also must be guaranteed. The Transfer
B-23
<PAGE>
Agent has adopted standards and procedures pursuant to which
signature-guarantees in proper form generally will be accepted from domestic
banks, brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and savings associations,
as well as from participants in the New York Stock Exchange Medallion Signature
Program, the Securities Transfer Agents Medallion Program ("STAMP") and the
Stock Exchanges Medallion Program. Guarantees must be signed by an authorized
signatory of the guarantor and "Signature-Guaranteed" must appear with the
signature. The Transfer Agent may request additional documentation from
corporations, executors, administrators, trustees or guardians, and may accept
other suitable verification arrangements from foreign investors, such as
consular verification.
TELETRANSFER PRIVILEGE. Investors should be aware that if they have
selected the TeleTransfer Privilege, any request for a TeleTransfer transaction
will be effected 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
Shares--TeleTransfer Privilege."
REDEMPTION COMMITMENT. The Fund has committed itself to pay in cash all
redemption requests by any shareholder of record, limited in amount during any
90-day period to the lesser of $250,000 or 1% of the value of the Fund's net
assets at the beginning of such period. Such commitment is irrevocable without
the prior approval of the SEC. In the case of requests for redemptions in excess
of such amount, the Company's Board reserves the right to make payments in whole
or in part in securities (which may include non-marketable securities) or other
assets in case of an emergency or any time a cash distribution would impair the
liquidity of the Fund to the detriment of the existing shareholders. In 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 might be
incurred.
SUSPENSION OF REDEMPTION. The right of redemption may be suspended or
the date of payment postponed (a) during any period when the NYSE is closed
(other than customary weekend and holiday closings), (b) when trading in the
markets the Fund ordinarily utilizes is restricted, or when an emergency exists
as determined by the SEC so that disposal of the Fund's investments or
determination of its net asset value is not reasonably practicable, or (c) for
such other periods as the SEC by order may permit to protect the Fund's
shareholders.
SHAREHOLDER SERVICES
The following information supplements and should be read in conjunction
-----------------------------------------------------------------------
with the section in the Fund's Prospectus entitled "Shareholder Services."
- --------------------------------------------------------------------------
FUND EXCHANGES. Shares of any Class of the Fund may be exchanged for
shares of the respective Class of certain other funds advised or administered by
Dreyfus. Shares of the same Class of such funds purchased by exchange will be
purchased on the basis of relative net asset value per share as follows:
B-24
<PAGE>
A. Exchanges into shares of funds that are offered without a
sales load will be made without a sales load.
B. Shares of funds purchased without a sales load may be exchanged
for shares of other funds sold with a sales load, and the
applicable sales load will be deducted.
C. Shares of funds purchased with a sales load may be exchanged
without a sales load for shares of other funds sold without a
sales load.
D. Shares of funds purchased with a sales load, shares of funds
acquired by a previous exchange from shares purchased with a
sales load and additional shares acquired through reinvestment
of dividends or other distributions of any such funds
(collectively referred to herein as "Purchased Shares") may 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.
E. Shares of funds subject to a contingent deferred sales charge
("CDSC") that are exchanged for shares of another fund will be
subject to the higher applicable CDSC of the two funds and, for
purposes of calculating CDSC rates and conversion periods, if
any, will be deemed to have been held since the date the shares
being exchanged were initially purchased.
To accomplish an exchange under item D above, an investor's Agent must
notify the Transfer Agent of the investor's prior ownership of shares with a
sales load and the investor's account number.
Exchanges of Class R shares held by a Retirement Plan may be made only
between the investor's Retirement Plan account in one fund and such investor's
Retirement Plan account in another fund.
To request an exchange, an investor or an investor's Agent acting on
the investor's behalf must give exchange instructions to the Transfer Agent in
writing or by telephone. The ability to issue exchange instructions by telephone
is given to all Fund shareholders automatically unless the investor checks the
applicable "No" box on the Account Application, indicating that the investor
specifically refuses this privilege. By using the Telephone Exchange Privilege,
the investor authorizes the Transfer Agent to act on telephonic exchange
instructions (including over the Dreyfus Touch(Registered Trademark) Automated
Telephone System) from any person representing himself or herself to be the
investor or a representative of the investor's Agent, and reasonably believed by
the Transfer Agent to be genuine. Telephone exchanges may be subject to
B-25
<PAGE>
limitations as to the amount involved or the number of telephone exchanges
permitted. Shares issued in certificate form are not eligible for telephone
exchange.
To establish a personal retirement plan by exchange, shares of the fund
being exchanged must have a value of at least the minimum initial investment
required for the fund into which the exchange is being made. For
Dreyfus-sponsored Keogh Plans, IRAs and IRAs set up under a Simplified Employee
Pension Plan ("SEP-IRAs") with only one participant, the minimum initial
investment is $750. To exchange shares held in corporate plans, 403(b)(7) Plans
and SEP-IRAs with more than one participant, the minimum initial investment is
$100 if the plan has at least $2,500 invested among shares of the same Class of
the funds in the Dreyfus Premier Family of Funds or 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.
AUTO-EXCHANGE PRIVILEGE. The Auto-Exchange Privilege permits an
investor to purchase, in exchange for shares of the Fund, shares of the same
Class of another fund in the Dreyfus Premier Family of Funds or the Dreyfus
Family of Funds. This Privilege is available only for existing accounts. With
respect to Class R shares held by a Retirement Plan, exchanges may be made only
between the investor's Retirement Plan account in one fund an such investor's
Retirement Plan account in another fund. Shares will be exchanged on the basis
of relative net asset value as described above under "Fund Exchanges."
Enrollment in or modification or cancellation of this Privilege is effective
three business days following notification by the investor. An investor will be
notified if the investor's account falls below the amount designated to be
exchanged under this Privilege. In this case, an investor's account will fall to
zero unless additional investments are made in excess of the designated amount
prior to the next Auto-Exchange transaction. Shares held under IRA and other
retirement plans are eligible for this Privilege. Exchanges of IRA shares may be
made between IRA accounts and from regular accounts to IRA accounts, but not
from IRA accounts to regular accounts. With respect to all other retirement
accounts, exchanges may be made only among those accounts.
Fund Exchanges and the Auto-Exchange Privilege are available to
shareholders resident in any state in which shares of the fund being acquired
may legally be sold. Shares may be exchanged only between accounts having
identical names and other identifying designations.
Shareholder Services Forms and prospectuses of the other funds may be
obtained by calling 1-800-554-4611. The Fund reserves the right to reject any
exchange request in whole or in part. The Fund Exchange service or the
Auto-Exchange Privilege may be modified or terminated at any time upon notice to
shareholders.
AUTOMATIC WITHDRAWAL PLAN. The Automatic Withdrawal Plan permits an
investor with a $5,000 minimum account to request withdrawal of a specified
dollar amount (minimum of $50) on either a monthly or quarterly basis.
Withdrawal payments are the proceeds from sales of Fund shares, not the yield on
the shares. If withdrawal payments exceed reinvested dividends and
distributions, the investor's shares will be reduced and eventually may be
depleted. 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. Class C shares and,
B-26
<PAGE>
unless certain conditions described in the Prospectus are satisfied, Class B
shares withdrawn pursuant to the Automatic Withdrawal Plan will be subject to
any applicable CDSC.
Dividend Sweep. Dividend Sweep allows investors to invest automatically
their dividends or dividends and capital gain distributions, if any, from the
Fund in shares of the same Class of another fund in the Dreyfus Premier Family
of Funds or the Dreyfus Family of Funds of which the investor is a shareholder.
Shares of the same Class of other funds purchased pursuant to this Privilege
will be purchased on the basis of relative net asset value per share as follows:
A. Dividends and distributions paid by a fund may be invested
without imposition of a sales load in shares of other funds
that are offered without a sales load.
B. Dividends and distributions paid by a fund which does not
charge a sales load may be invested in shares of other funds
sold with a sales load, and the applicable sales load will be
deducted.
C. Dividends and distributions paid by a fund which charges a
sales load may be invested in shares of other funds sold with a
sales load (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 CDSC and the applicable
CDSC, if any, will be imposed upon redemption of such shares.
CORPORATE PENSION/PROFIT-SHARING AND RETIREMENT PLANS. The Fund makes
available to corporations a variety of prototype pension and profit-sharing
plans including a 401(k) Salary Reduction Plan. In addition, the Fund makes
available Keogh Plans, IRAs, including SEP-IRAs and IRA "Rollover Accounts," and
403(b)(7) Plans.
Plan support services also are available.
Investors who wish to purchase Fund shares in conjunction with a Keogh
Plan, a 403(b)(7) Plan or an IRA, including a SEP-IRA, may request from the
Distributor forms for adoption of such plans.
The entity acting as custodian for Keogh Plans, 403(b)(7) Plans or IRAs
may charge a fee, payment of which could require the liquidation of shares. All
fees charged are described in the appropriate form.
Shares may be purchased in connection with these plans only by direct
-----------------------------------------------------------------------
remittance to the entity acting as custodian. Purchases for these plans may not
- --------------------------------------------------------------------------------
be made in advance of receipt of funds.
- --------------------------------------
B-27
<PAGE>
The minimum initial investment for corporate plans, Salary Reduction
Plans, 403(b)(7) Plans and SEP-IRAs with more than one participant, is $2,500
with no minimum for subsequent purchases. The minimum initial investment for
Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and 403(b)(7) Plans with only one
participant, is ordinarily $750, with no minimum for subsequent purchases.
Individuals who open an IRA also may open a non-working spousal IRA with a
minimum investment of $250.
Each investor should read the prototype retirement plan and the
appropriate form of custodial agreement for further details on eligibility,
service fees and tax implications, and should consult a tax adviser.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in conjunction
-----------------------------------------------------------------------
with the section in the Fund's Prospectus entitled "How to Buy Shares."
- ----------------------------------------------------------------------
Restricted securities, as well as securities or other assets for which
recent market quotations are not readily available or, in the case of
fixed-income securities (excluding short-term investments), which are not valued
by the independent pricing service utilized by the Fund, are valued at fair
value as determined in good faith by the Board. The Board will review the method
of valuation on a current basis. In making their good faith valuation of
restricted securities, the Board members generally will take the following
factors into consideration: restricted securities which are, or are convertible
into, securities of the same class of securities for which a public market
exists usually will be valued at market value less the same percentage discount
at which purchased. This discount will be revised periodically by the Board if
it believes that the discount no longer reflects the value of the restricted
securities. Restricted securities not of the same class as securities for which
a public market exists usually will be valued initially at cost. Any subsequent
adjustment from cost will be based upon considerations deemed relevant by the
Board.
NEW YORK STOCK EXCHANGE CLOSINGS. The holidays (as observed) on which
the NYSE is currently scheduled to be closed for the remainder of 1997 and 1998
are: New Year's Day, Dr. Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.
DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES
The following information supplements and should be read in conjunction
-----------------------------------------------------------------------
with the section in the Fund's Prospectus entitled "Dividends, Other
- --------------------------------------------------------------------------------
Distributions and Taxes."
- ------------------------
The term "regulated investment company" does not imply the supervision
of management or investment practices or policies by any government agency.
B-28
<PAGE>
GENERAL. To qualify for treatment as a regulated investment company
("RIC") under the Code, the Fund -which is treated as a separate corporation for
federal tax purposes--(1) must distribute to its shareholders each year at least
90% of its investment company taxable income (generally consisting of net
investment income, net short-term capital gains and net gains from certain
foreign currency transactions) ("Distribution Requirement"), (2) must derive at
least 90% of its annual gross income from specified sources ("Income
Requirement"), (3) must derive less than 30% of its annual gross income from
gain on the sale or disposition of any of the following that are held for less
than three months -- (i) securities, (ii) non-foreign-currency options and
futures and (iii) foreign currencies (or foreign currency options, futures and
forward contracts) that are not directly related to the Fund's principal
business of investing in securities (or options and futures with respect
thereto) ("Short-Short Limitation") -- and (4) must meet certain asset
diversification and other requirements.
Any dividend or other distribution paid shortly after an investor's
purchase of shares may have the effect of reducing the net asset value of the
shares below the cost of his or her investment. Such a dividend or other
distribution would be a return on investment in an economic sense, although
taxable as stated in the Fund's Prospectus. In addition, if a shareholder sells
shares of the Fund held for six months or less and receives a capital gain
distribution with respect to those shares, any loss incurred on the sale of
those shares will be treated as a long-term capital loss to the extent of the
capital gain distribution received.
Dividends and other distributions declared by the Fund in October,
November or December of any year and payable to shareholders of record on a date
in any of those months are deemed to have been paid by the Fund and received by
the shareholders on December 31 of that year if the distributions are paid by
the Fund during the following January. Accordingly, those distributions will be
taxed to shareholders for the year in which that December 31 falls.
A portion of the dividends paid by the Fund, whether received in cash
or reinvested in additional Fund shares, may be eligible for the
dividends-received deduction allowed to corporations. The eligible portion may
not exceed the aggregate dividends received by the Fund from U.S. corporations.
However, dividends received by a corporate shareholder and deducted by it
pursuant to the dividends-received deduction are subject indirectly to the
alternative minimum tax.
FOREIGN TAXES. Dividends and interest received by the Fund may be
subject to income, withholding or other taxes imposed by foreign countries and
U.S. possessions that would reduce the yield on its securities. Tax conventions
between certain countries and the United States may reduce or eliminate these
foreign taxes, however, and many foreign countries do not impose taxes on
capital gains in respect of investments by foreign investors.
FOREIGN CURRENCY, FUTURES, FORWARDS AND HEDGING TRANSACTIONS. Gains
from the sale or other disposition of foreign currencies (except certain gains
therefrom that may be excluded by future regulations), and gains from
transactions in options, futures and forward contracts derived by the Fund with
respect to its business of investing in securities or foreign currencies, will
B-29
<PAGE>
qualify as permissible income under the Income Requirement. However, income from
the disposition of options and futures contracts (other than those on foreign
currencies) will be subject to the Short-Short Limitation if they are held for
less than three months. Income from the disposition of foreign currencies, and
options, futures and forward contracts thereon, that are not directly related to
the Fund's principal business of investing in securities (or options and futures
with respect to securities) also will be subject to the Short-Short Limitation
if they are held for less than three months.
If the Fund satisfies certain requirements, any increase in value of a
position that is part of a "designated hedge" will be offset by any decrease in
value (whether realized or not) of the offsetting hedging position during the
period of the hedge for purposes of determining whether the Fund satisfies the
Short-Short Limitation. Thus, only the net gain (if any) from the designated
hedge will be included in gross income for purposes of that limitation. The Fund
will consider whether it should seek to qualify for this treatment for its
hedging transactions. To the extent the Fund does not so qualify, it may be
forced to defer the closing out of certain options, futures and forward
contracts beyond the time when it otherwise would be advantageous to do so, in
order for the Fund to qualify as a RIC.
Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gain and loss. However, a portion of the gains or losses
from the disposition of foreign currencies and certain
foreign-currency-denominated instruments (including debt instruments and
financial forward, futures and option contracts) may be treated as ordinary
income or loss under Section 988 of the Code. In addition, all or a portion of
any gain realized from the sale or other disposition of certain market discount
bonds will be treated as ordinary income. Moreover, all or a portion of the gain
realized from engaging in "conversion transactions that would otherwise be
treated as capital gain" may be treated as ordinary income under Section 1258 of
the Code. "Conversion transactions" are defined to include certain option and
straddle transactions, transactions marketed or sold as producing capital gains
and other transactions described in Treasury regulations to be issued in the
future.
Under Section 1256 of the Code, any gain or loss realized by the Fund
from certain futures, forward contracts and options transactions will be treated
as 60% long-term capital gain or loss and 40% short-term capital gain or loss.
Gain or loss will arise upon exercise or lapse of such contracts and options as
well as from closing transactions. In addition, any such contracts or options
remaining unexercised at the end of the Fund's taxable year will be treated as
sold for their then fair market value (a process known as "marking-to-market"),
resulting in additional gain or loss to the Fund characterized in the manner
described above.
Offsetting positions held by the Fund involving certain contracts or
options may constitute "straddles," which are defined to include "offsetting
positions" in actively traded personal property. The tax treatment of straddles
is governed by Sections 1092 and 1258 of the Code, which in certain
circumstances override or modify Sections 1256 and 988. As a result, all or a
portion of any capital gain from certain straddle transactions may be
recharacterized as ordinary income. If the Fund were treated as entering into
B-30
<PAGE>
straddles by reason of its engaging in certain forward contracts or options
transactions, such straddles would be characterized as "mixed straddles" if the
forward contracts or options transactions comprising a part of such straddles
were governed by Section 1256. The Fund may make one or more elections with
respect to mixed straddles. Depending on which election is made, if any, the
results to the Fund may differ. If no election is made, then to the extent the
straddle and conversion transactions rules apply to positions established by the
Fund, losses realized by the Fund will be deferred to the extent of unrealized
gain in the offsetting position. Moreover, as a result of the straddle rules,
short-term capital loss on straddle positions may be recharacterized as
long-term capital loss, and long-term capital gains may be treated as short-term
capital gains or ordinary income.
PASSIVE FOREIGN INVESTMENT COMPANIES. If the Fund invests in an entity
that is classified as a "passive foreign investment company" ("PFIC") for
federal income tax purposes, the operation of certain provisions of the Code
applying to PFICs could result in the imposition of certain federal income taxes
on the Fund. In addition, gain realized from the sale or other disposition of
PFIC securities may be treated as ordinary income under Section 1291 of the
Code.
STATE AND LOCAL TAXES. Depending upon the extent of the Fund's
activities in states and localities in which it is deemed to be conducting
business, the Fund may be subject to the tax laws thereof. Shareholders are
advised to consult their tax advisers concerning the application of state and
local taxes.
FOREIGN SHAREHOLDERS - U.S. FEDERAL INCOME TAXATION. U.S. federal
income taxation of a shareholder who, as to the United States, is a non-resident
alien individual, a foreign trust or estate, a foreign corporation or a foreign
partnership (a "foreign shareholder") depends on whether the income from the
Fund is "effectively connected" with a U.S. trade or business carried on by the
shareholder, as discussed generally below. Special U.S. federal income tax rules
that differ from those described below may apply to certain foreign persons who
invest in the Fund, such as a foreign shareholder entitled to claim the benefits
of an applicable tax treaty. Foreign shareholders are advised to consult their
own tax advisers with respect to the particular tax consequences to them of an
investment in the Fund.
FOREIGN SHAREHOLDERS - INCOME NOT EFFECTIVELY CONNECTED. If the income
from the Fund is not effectively connected with U.S. trade or business carried
on by the foreign shareholder, distributions of investment company taxable
income generally will be subject to a U.S. federal withholding tax of 30% (or
lower treaty rate).
Capital gains realized by foreign shareholders on the sale of Fund
shares and distributions to them of net capital gain (the excess of long-term
capital gain over short-term capital loss), generally will not be subject to
U.S. federal income tax unless the foreign shareholder is a non-resident alien
individual and is physically present in the United States for more than 182 days
during the taxable year. In the case of certain foreign shareholders, the Fund
may be required to withhold U.S. federal income tax at a rate of 31% of capital
gain distributions and of the gross proceeds from a redemption of Fund shares
unless the shareholder furnishes the Fund with a certificate regarding the
shareholder's foreign status.
B-31
<PAGE>
FOREIGN SHAREHOLDERS - EFFECTIVELY CONNECTED INCOME. If a foreign
shareholder's ownership of the Fund's shares is effectively connected with a
U.S. trade or business carried on by a foreign shareholder, then all
distributions to that shareholder and any gains realized by that shareholder on
the disposition of the Fund shares will be subject to U.S. federal income tax at
the graduated rates applicable to U.S. citizens and domestic corporations, as
the case may be. Foreign shareholders also may be subject to the branch profits
tax.
FOREIGN SHAREHOLDERS - ESTATE TAX. Foreign individuals generally are
subject to U.S. federal estate tax on their U.S. situs property, such as shares
of the Fund, that they own at the time of their death. Certain credits against
that tax and relief under applicable tax treaties may be available.
PORTFOLIO TRANSACTIONS
All portfolio transactions of the Fund are placed on behalf of the Fund
by Dreyfus. Debt securities purchased and sold by the Fund are generally traded
on a net basis (i.e., without commission) through dealers acting for their own
account and not as brokers, or otherwise involve transactions directly with the
issuer of the instrument. This means that a dealer (the securities firm or bank
dealing with the Fund) makes a market for securities by offering to buy at one
price and sell at a slightly higher price. The difference between the prices is
known as a spread. Other portfolio transactions may be executed through brokers
acting as agent. The Fund will pay a spread or commissions in connection with
such transactions. Dreyfus uses its best efforts to obtain execution of
portfolio transactions at prices which are advantageous to the Fund and at
spreads and commission rates, if any, which are reasonable in relation to the
benefits received. Dreyfus also places transactions for other accounts that it
provides with investment advice.
Brokers and dealers involved in the execution of portfolio transactions
on behalf of the Fund are selected on the basis of their professional capability
and the value and quality of their services. In selecting brokers or dealers,
Dreyfus will consider various relevant factors, including, but not limited to,
the size and type of the transaction; the nature and character of the markets
for the security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer; the broker-dealer's
execution services rendered on a continuing basis; and the reasonableness of any
spreads (or commissions, if any). Any spread, commission, fee or other
remuneration paid to an affiliated broker-dealer is paid pursuant to the
Company's procedures adopted in accordance with Rule 17e-1 of the 1940 Act.
Brokers or dealers may be selected who provide brokerage and/or
research services to the Fund and/or other accounts over which Dreyfus or its
affiliates exercise investment discretion. Such services may include advice
concerning the value of securities; the advisability of investing in, purchasing
or selling securities; the availability of securities or the purchasers or
sellers of securities; furnishing analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy and
performance of accounts; and effecting securities transactions and performing
functions incidental thereto (such as clearance and settlement).
B-32
<PAGE>
The receipt of research services from broker-dealers may be useful to
Dreyfus in rendering investment management services to the Fund and/or its other
clients; and, conversely, such information provided by brokers or dealers who
have executed transaction orders on behalf of other clients of Dreyfus may be
useful to these organizations in carrying out their obligations to the Fund. The
receipt of such research services does not reduce these organizations' normal
independent research activities; however, it enables these organizations to
avoid the additional expenses which might otherwise be incurred if these
organizations were to attempt to develop comparable information through their
own staffs.
The Company's Board of Directors periodically reviews Dreyfus'
performance of its responsibilities in connection with the placement of
portfolio transactions on behalf of the Fund and reviews the prices paid by the
Fund over representative periods of time to determine if they are reasonable in
relation to the benefits to the Fund.
Although Dreyfus manages other accounts in addition to the Fund,
investment decisions for the Fund are made independently from decisions made for
these other accounts. It sometimes happens that the same security is held by
more than one of the accounts managed by Dreyfus. Simultaneous transactions may
occur when several accounts are managed by the same investment manager,
particularly when the same investment instrument is suitable for the investment
objective of more than one account.
When more than one account is simultaneously engaged in the purchase or
sale of the same investment instrument, the prices and amounts are allocated in
accordance with a formula considered by Dreyfus to be equitable to each account.
In some cases this system could have a detrimental effect on the price or volume
of the investment instrument as far as the Fund is concerned. In other cases,
however, the ability of the Fund to participate in volume transactions will
produce better executions for the Fund. While the Directors will continue to
review simultaneous transactions, it is their present opinion that the
desirability of retaining the Dreyfus as investment manager to the Fund
outweighs any disadvantages that may be said to exist from exposure to
simultaneous transactions.
Portfolio Turnover. The portfolio turnover rate for the Fund is
calculated by dividing the lesser of the Fund's annual sales or purchases of
portfolio securities (exclusive of purchases and sales of securities whose
maturities at the time of acquisition were one year or less) by the monthly
average value of securities in the Fund during the year.
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 has not commenced operations as of the date of the Prospectus.
Accordingly, no financial or performance information is included at this time
for the Fund.
B-33
<PAGE>
Performance information for the Fund may be compared, in reports and
promotional literature, to indexes including, but not limited to: (i) the
Russell 1000 Index; (ii).the Standard & Poor's 500 Composite Stock Price Index,
the Dow Jones Industrial Average, or other appropriate unmanaged domestic or
foreign indices of performance of various types of investments so that investors
may compare the Fund's results with those of indices widely regarded by
investors as representative of the securities markets in general; (iii) other
groups of mutual funds tracked by Lipper Analytical Services, Inc., a widely
used independent research firm which ranks mutual funds by overall performance,
investment objectives and assets, or tracked by other services, companies,
publications, or persons who rank mutual funds on overall performance or other
criteria; (iv) the Consumer Price Index (a measure of inflation) to assess the
real rate of return from an investment in the Fund, or the Fund's performance
against inflation to the performance of other instruments against inflation; and
(v) products managed by a universe of money managers with similar country
allocation and performance objectives. Unmanaged indices may assume the
reinvestment of dividends but generally do not reflect deductions or
administrative and management costs and expenses.
From time to time, advertising materials for the Fund may include (i)
biographical information relating to its portfolio manager, including honors or
awards received, and may refer to or include commentary by the Fund's portfolio
manager relating to investment strategy, asset growth, current or past business,
political, economic or financial conditions and other matters of general
interest to investors; (ii) information concerning retirement and investing for
retirement, including statistical data or general discussions about the growth
and development of Dreyfus Retirement Services (in terms of new customers,
assets under management, market share, etc.) and its presence in the defined
contribution plan market; (iii) the approximate number of then current Fund
shareholders; (iv) Lipper or Morningstar ratings and related analysis supporting
the ratings; and (v) discussions of the risk an reward potential of the high
yield securities markets and its comparative performance in the overall
securities markets.
From time to time, advertising materials for the Fund may refer to the
Fund's quantitative disciplined approach to stock market investing and the
number of stocks analyzed by Dreyfus.
INFORMATION ABOUT THE FUND
The following information supplements and should be read in conjunction
-----------------------------------------------------------------------
with the section in the Fund's Prospectus entitled "General Information."
- -------------------------------------------------------------------------
Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and non-assessable. The
Fund is currently one of seventeen portfolios of the Company. Fund shares have
no preemptive, subscription or conversion rights and are freely transferable.
The Fund will send annual and semi-annual financial statements to all
its shareholders.
B-34
<PAGE>
TRANSFER AND DIVIDEND DISBURSING AGENT, CUSTODIAN, COUNSEL
AND INDEPENDENT AUDITORS
Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, P.O. Box
9671, Providence, Rhode Island 02940-9671, is the Company's transfer and
dividend disbursing agent. Under a transfer agency agreement with the Company,
Dreyfus Transfer, Inc. arranges for the maintenance of shareholder account
records for the Fund, the handling of certain communications between
shareholders and the Fund, and the payment of dividends and distributions
payable by the Fund. For these services, Dreyfus Transfer, Inc. receives a
monthly fee computed on the basis of the number of shareholder accounts it
maintains for the Company during the month, and is reimbursed for certain
out-of-pocket expenses.
Mellon Bank, the parent of Dreyfus, located at One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258, acts as the custodian of the Fund's investments.
Under a custody agreement with the Company, Mellon Bank holds the Fund's
portfolio securities and keeps all necessary accounts and records. Dreyfus
Transfer, Inc. and Mellon Bank, as custodian, have no part in determining the
investment policies of the Fund or which securities are to be purchased or sold
by the Fund.
Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue, N.W., Second
Floor, Washington, D.C. 20036-1800, has passed upon the legality of the shares
offered by the Prospectus and this SAI.
______________, was appointed by the Directors to serve as the Fund's
independent auditors for the year ending October 31, 1998, providing audit
services including (1) examination of the annual financial statements, (2)
assistance, review and consultation in connection with SEC filings and (3)
review of the annual federal income tax return filed on behalf of the Fund.
B-35
<PAGE>
APPENDIX
Description of S&P, Moody's, Fitch and Duff ratings:
S&P
Bond Ratings
- ------------
AAA
Bonds rated AAA have the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.
AA
Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.
A
Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in higher
rated categories.
BBB
Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in higher rated categories.
S&P's letter ratings may be modified by the addition of a plus (+) or a
minus (-) sign designation, which is used to show relative standing within the
major rating categories, except in the AAA (Prime Grade) category.
Commercial Paper 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.
B-36
<PAGE>
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.
Moody's
Bond Ratings
- ------------
Aaa
Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and generally are referred to as
"gilt edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa
Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what generally are known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
A
Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may be
present which suggest a susceptibility to impairment sometime in the future.
Baa
Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
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.
B-37
<PAGE>
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.
Fitch
Short-Term Ratings
- ------------------
Fitch's short-term ratings apply to debt obligations that are payable
on demand or have original maturities of up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and investment
notes.
Although the credit analysis is similar to Fitch's bond rating
analysis, the short-term rating places greater emphasis than bond ratings on the
existence of liquidity necessary to meet the issuer's obligations in a timely
manner.
F-1+
EXCEPTIONALLY STRONG CREDIT QUALITY. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.
F-1
VERY STRONG CREDIT QUALITY. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated F-1+.
Duff
Commercial Paper Rating
- -----------------------
The rating Duff-1 is the highest commercial paper rating assigned by
Duff. Paper rated Duff-1 is regarded as having very high certainty of timely
payment with excellent liquidity factors which are supported by ample asset
protection. Risk factors are minor.
B-38
<PAGE>
THE DREYFUS/LAUREL FUNDS, INC.
(formerly, The Laurel Funds, Inc.)
PART C
OTHER INFORMATION
-----------------
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(a) FINANCIAL STATEMENTS:
--------------------
Not Applicable
(b) EXHIBITS:
--------
1(a) Articles of Incorporation dated July 31, 1987. Incorporated
by reference to Post-Effective Amendment No. 41 to the
Registrant's Registration Statement on Form N-1A
("Post-effective Amendment No. 41") filed on December 29,
1995.
1(b) Articles Supplementary dated October 15, 1993 increasing
authorized capital stock. Incorporated by reference to
Post-Effective Amendment No. 39 to the Registrant's
Registration Statement on Form N-1A ("Post-Effective
Amendment No. 39") filed on September 22, 1995.
1(c) Articles of Amendment dated March 31, 1994. Incorporated by
reference to Post-Effective Amendment No. 41.
1(d) Articles Supplementary dated March 31, 1994 reclassifying
shares. Incorporated by reference to Post-Effective Amendment
No. 41.
1(e) Articles Supplementary dated May 24, 1994 designating and
classifying shares. Incorporated by reference to
Post-Effective Amendment No. 39.
1(f) Articles of Amendment dated October 17, 1994. Incorporated by
reference to Post-Effective Amendment No. 31 to the
Registrant's Registration Statement on Form N-1A
("Post-Effective Amendment No. 31") filed on December 13,
1994.
1(g) Articles Supplementary dated December 19, 1994 designating
classes. Incorporated by reference to Post-Effective
Amendment No. 32 to the Registrant's Registration Statement
on Form N-1A ("Post-Effective Amendment No. 32") (filed on
December 19, 1994.
1(h) Articles of Amendment dated June 9, 1995. Incorporated by
reference to Post-Effective Amendment No. 39.
1(i) Articles of Amendment dated August 30, 1995. Incorporated by
reference to Post-Effective Amendment No. 39.
1(j) Articles Supplementary dated August 31, 1995 reclassifying
shares. Incorporated by reference to Post-Effective Amendment
No. 39.
C-1
<PAGE>
1(k) Articles of Amendment dated October 31, 1995 designating and
classifying shares. Incorporated by reference to
Post-Effective Amendment No. 41.
1(l) Articles of Amendment dated November 22, 1995 designating and
reclassifying shares. Incorporated by reference to
Post-Effective Amendment No. 41.
1(m) Articles of Amendment dated July 15, 1996. Filed herewith.
1(n) Articles of Amendment dated February 27, 1997. Filed
herewith.
1(o) Articles of Amendment dated August 13, 1997. Filed herewith.
2 Bylaws. Filed herewith.
3 Not Applicable.
4 Specimen security. To be filed by amendment.
5(a) Form of Investment Management Agreement between Mellon Bank,
N.A. and the Registrant. Incorporated by reference to Post-
Effective Amendment No. 41.
5(b) Amended Exhibit A to Investment Management Agreement between
Mellon Bank, N.A. and the Registrant. Filed herewith.
5(c) Assignment and Assumption Agreement among Mellon Bank, N.A.,
The Dreyfus Corporation and the Registrant (relating to
Investment Management Agreement). Incorporated by reference
to Post-Effective Amendment No. 31.
6(a) Distribution Agreement between Premier Mutual Fund Services,
Inc. and the Registrant. Incorporated by reference to
Post-Effective Amendment No. 31.
6(b) Amended Exhibit A to Distribution Agreement between Premier
Mutual Fund Services, Inc. and the Registrant. Filed
herewith.
7 Not Applicable.
8(a) Form of Custody Agreement between the Registrant and Mellon
Bank, N.A. Incorporated by reference to Post-Effective
Amendment No. 41.
8(b) Sub-Custodian Agreement between Mellon Bank, N.A. and Boston
Safe Deposit and Trust Company. To be filed by amendment.
10 Opinion of counsel is incorporated by reference to the
Registrant's Registration Statement on Form N-1A --
Registration No. 33-16338 ("Registration Statement") filed on
August 6, 1987 and to Post-Effective Amendment No. 32.
Opinion and consent of counsel to be filed by amendment.
11 Not Applicable.
12 Not Applicable.
13 Letter of Investment Intent. Incorporated by reference to the
C-2
<PAGE>
Registration Statement.
14 Not Applicable.
15(a) Restated Distribution Plan (relating to Investor Shares and
Class A Shares). Incorporated by reference to Post-Effective
Amendment No. 31.
15(b) Amended Exhibit A to Restated Distribution Plan (relating to
Investor Shares and Class A Shares). Filed herewith.
15(c) Form of Distribution and Service Plans (relating to Class B
Shares and Class C Shares). Incorporated by reference to
Post-Effective Amendment No. 32.
15(d) Amended Exhibit A to Distribution Plan (relating to Class B
Shares and Class C Shares). Filed herewith.
15(e) Amended Exhibit A to Service Plan (relating to Class B Shares
and Class C Shares). Filed herewith.
16 Not Applicable.
18(a) Rule 18f-3 Plans. Incorporated by reference to Post-Effective
Amendment No. 50 to Registrant's Registration Statement on
Form N-1A filed on November 1, 1996.
18(b) Amended Exhibit I to Rule 18f-3 Plan.
18(c) Amended Schedule A to Rule 18f-3 Plan.
25(a) Powers of Attorney of the Officers dated April 6, 1995.
Incorporated by reference to Post-Effective Amendment No. 35
to Registrant's Registration Statement on Form N-1A filed on
April 7, 1995.
25(b) Powers of Attorney of the Directors dated October 24, 1996.
Filed herewith.
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
-------------------------------------------------------------
Not Applicable.
Item 26. NUMBER OF HOLDERS OF SECURITIES
-------------------------------
Set forth below are the number of recordholders of securities
of Dreyfus Premier Large Company Growth Fund as of August 13,
1997:
Class R Class A Class B Class C
TITLE OF CLASS SHARES SHARES SHARES SHARES
- -------------- ------ ------ ------ ------
Dreyfus Premier Large 1 1 1 1
Company Growth Fund
Item 27. INDEMNIFICATION
---------------
(a) Subject to the exceptions and limitations contained in Section (b) below:
(i) every person who is, or has been a Director or officer of
the Registrant (hereinafter referred to as "Covered Person") shall be
indemnified by the appropriate Series to the fullest extent permitted by
C-3
<PAGE>
law against liability and against all expenses reasonably incurred or
paid by him in connection with any claim, action, suit or proceeding in
which he becomes involved as a party or otherwise by virtue of his being
or having been a Covered Person and against amounts paid or incurred by
him in the settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding"
shall apply to all claims, actions, suits or proceedings (civil, criminal
or other, including appeals), actual or threatened while in office or
thereafter, and the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Covered Person:
(i) who shall have been adjudicated by a court or body before
which the proceeding was brought (A) to be liable to the Registrant or
its Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
his office or (B) not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Funds; or
(ii) in the event of a settlement, unless there has been a
determination that such Covered Person did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office,
(A) by the court or other body approving the settlement;
(B) by at least a majority of those Directors who are
neither interested persons of the Registrant nor are parties to
the matter based upon a review of readily available facts (as
opposed to a full trial-type inquiry); or
(C) by written opinion of independent legal counsel based
upon a review of readily available facts (as opposed to a full
trial-type inquiry);
provided, however, that any Shareholder may, by appropriate legal proceedings,
challenge any such determination by the Directors, or by independent counsel.
(c) The Registrant may purchase and maintain insurance on behalf of any Covered
Person against any liability asserted against him and incurred by him in any
such capacity or arising out of his status as such, whether or not the
Registrant would have the power to indemnify him against such liability. The
Registrant may not acquire or obtain a contract for insurance that protects or
purports to protect any Covered Person against any liability to the Registrant
or its shareholders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.
(d) Expenses in connection with the preparation and presentation of a defense to
any claim, action, suit or proceeding of the character described in paragraph
(a) above may be paid by the appropriate Series from time to time prior to final
disposition thereof upon receipt of an undertaking by or on behalf of such
Covered Person that such amount will be paid over by him to the applicable
Series if it is ultimately determined that he is not entitled to indemnification
hereunder; provided, however, that either (i) such Covered Person shall have
provided appropriate security for such undertaking, (ii) the Registrant is
insured against losses arising out of any such advance payments or (iii) either
C-4
<PAGE>
a majority of the Directors who are neither interested persons of the funds nor
parties to the matter, or independent legal counsel in a written opinion, shall
have determined, based upon a review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to believe that such Covered
Person will be found entitled to indemnification hereunder.
Item 28. BUSINESS AND OTHER CONNECTION OF INVESTMENT ADVISER
---------------------------------------------------
Investment Adviser -- The Dreyfus Corporation
The Dreyfus Corporation ("Dreyfus") and subsidiary companies comprise a
financial service organization whose business consists primarily of providing
investment management services as the investment adviser, manager and
distributor for sponsored investment companies registered under the Investment
Company Act of 1940 and as an investment adviser to institutional and individual
accounts. Dreyfus also serves as sub-investment adviser to and/or administrator
of other investment companies. Dreyfus Service Corporation, a wholly-owned
subsidiary of Dreyfus, serves primarily as a registered broker-dealer of shares
of investment companies sponsored by Dreyfus and of other investment companies
for which Dreyfus acts as investment adviser, sub-investment adviser or
administrator. Dreyfus Management, Inc., another wholly-owned subsidiary,
provides investment management services to various pension plans, institutions
and individuals.
OFFICERS AND DIRECTORS OF INVESTMENT ADVISER
--------------------------------------------
Name and Position
With Dreyfus Other Businesses
- ----------------- ----------------
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees:
Skillman Foundation;
Member of The Board of Vintners Intl.
BURTON C. BORGELT Chairman Emeritus of the Board and
Director Past Chairman, Chief Executive Officer and
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
Director:
DeVlieg-Bullard, Inc.
1 Gorham Island
Westport, Connecticut 06880
Mellon Bank Corporation***;
Mellon Bank, N.A.***
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation***;
Mellon Bank, N.A.***
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
C-5
<PAGE>
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
W. KEITH SMITH Chairman and Chief Executive Officer:
Chairman of the Board The Boston Company****;
Vice Chairman of the Board:
Mellon Bank Corporation***;
Mellon Bank, N.A.***;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
CHRISTOPHER M. CONDRON Vice Chairman:
President, Chief Mellon Bank Corporation***;
Executive Officer, The Boston Company****;
Chief Operating Deputy Director:
Officer and a Mellon Trust***;
Director Chief Executive Officer:
The Boston Company Asset Management, Inc.****;
President:
Boston Safe Deposit and Trust Company****
STEPHEN E. CANTER Director:
Vice Chairman and The Dreyfus Trust Company++;
Chief Investment Formerly, Chairman and Chief Executive Officer:
Officer, and a Director Kleinwort Benson Investment Management
Americas Inc.*
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:
Dreyfus America Fund
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company++;
Dreyfus Service Corporation*;
World Balanced Fund****;
President:
The Boston Company****;
Laurel Capital Advisors***;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.***;
Boston Safe Deposit and Trust
Company****;
C-6
<PAGE>
WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Dreyfus Partnership Management, Inc.*;
Chief Financial Officer Seven Six Seven Agency, Inc.*;
President and Director:
Lion Management, Inc.*;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Vice President, Chief Financial Officer and
Director:
Dreyfus America Fund;
World Balanced Fund****;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*;
The Truepenny Corporation*;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
Treasurer and Director:
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.
MARK N. JACOBS Secretary:
Vice President, The Dreyfus Consumer Credit Corporation*;
General Counsel Dreyfus Management, Inc.*;
and Secretary Assistant Secretary:
Dreyfus Service Organization, Inc.**;
Major Trading Corporation*;
The Truepenny Corporation*;
PATRICE M. KOZLOWSKI None
Vice President-
Corporate Communications
MARY BETH LEIBIG None
Vice President-
Human Resources
JEFFREY N. NACHMAN President and Director:
Vice President-Mutual Dreyfus Transfer, Inc.
Fund Accounting One American Express Plaza
Providence, Rhode Island 02903
ANDREW S. WASSER Vice President:
Vice President- Mellon Bank Corporation***
Information Services
WILLIAM V. HEALEY President:
Assistant Secretary The Truepenny Corporation*;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*;
Secretary and Director:
Dreyfus Partnership Management Inc.*;
Director:
The Dreyfus Trust Company**;
Assistant Secretary:
Dreyfus Service Corporation*;
Dreyfus Investment Advisors, Inc.;
53 State Street
Exchange Place
Boston, MA 02109
C-7
<PAGE>
Assistant Clerk
Dreyfus Insurance Agency of
Massachusetts, Inc.
111 State Street
Boston, Massachusetts 02109.
- --------------------------------------
* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 131 Second Street,
Lewes, Delaware 19958.
*** The address of the business so indicated is One Mellon Bank
Center, Pittsburgh, Pennsylvania 15258.
**** The address of the business so indicated is One Boston Place,
Boston, Massachusetts 02108.
+ 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 69, Route `d`Esch, L-
1470 Luxembourg.
++++ The address of the business so indicated is 69, Route `d` Esch, L-
2953 Luxembourg.
<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 Funds, 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 GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
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) Dreyfus Florida Intermediate Municipal Bond Fund
18) Dreyfus Florida Municipal Money Market Fund
19) The Dreyfus Fund Incorporated
20) Dreyfus Global Bond Fund, Inc.
21) Dreyfus Global Growth Fund
22) Dreyfus GNMA Fund, Inc.
23) Dreyfus Government Cash Management
24) Dreyfus Growth and Income Fund, Inc.
25) Dreyfus Growth and Value Funds, Inc.
26) Dreyfus Growth Opportunity Fund, Inc.
27) Dreyfus Income Funds
28) Dreyfus Institutional Money Market Fund
29) Dreyfus Institutional Short Term Treasury Fund
30) Dreyfus Insured Municipal Bond Fund, Inc.
31) Dreyfus Intermediate Municipal Bond Fund, Inc.
32) Dreyfus International Funds, Inc.
33) Dreyfus Investment Grade Bond Funds, Inc.
34) The Dreyfus/Laurel Funds Trust
35) The Dreyfus/Laurel Tax-Free Municipal Funds
36) Dreyfus LifeTime Portfolios, Inc.
37) Dreyfus Liquid Assets, Inc.
38) Dreyfus Massachusetts Intermediate Municipal Bond Fund
39) Dreyfus Massachusetts Municipal Money Market Fund
40) Dreyfus Massachusetts Tax Exempt Bond Fund
41) Dreyfus MidCap Index Fund
42) Dreyfus Money Market Instruments, Inc.
43) Dreyfus Municipal Bond Fund, Inc.
44) Dreyfus Municipal Cash Management Plus
45) Dreyfus Municipal Money Market Fund, Inc.
46) Dreyfus New Jersey Intermediate Municipal Bond Fund
47) Dreyfus New Jersey Municipal Bond Fund, Inc.
48) Dreyfus New Jersey Municipal Money Market Fund, Inc.
C-8
<PAGE>
49) Dreyfus New Leaders Fund, Inc.
50) Dreyfus New York Insured Tax Exempt Bond Fund
51) Dreyfus New York Municipal Cash Management
52) Dreyfus New York Tax Exempt Bond Fund, Inc.
53) Dreyfus New York Tax Exempt Intermediate Bond Fund
54) Dreyfus New York Tax Exempt Money Market Fund
55) Dreyfus 100% U.S. Treasury Intermediate Term Fund
56) Dreyfus 100% U.S. Treasury Long Term Fund
57) Dreyfus 100% U.S. Treasury Money Market Fund
58) Dreyfus 100% U.S. Treasury Short Term Fund
59) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
60) Dreyfus Pennsylvania Municipal Money Market Fund
61) Dreyfus S&P 500 Index Fund
62) Dreyfus Short-Intermediate Government Fund
63) Dreyfus Short-Intermediate Municipal Bond Fund
64) The Dreyfus Socially Responsible Growth Fund, Inc.
65) Dreyfus Stock Index Fund, Inc.
66) Dreyfus Tax Exempt Cash Management
67) The Dreyfus Third Century Fund, Inc.
68) Dreyfus Treasury Cash Management
69) Dreyfus Treasury Prime Cash Management
70) Dreyfus Variable Investment Fund
71) Dreyfus Worldwide Dollar Money Market Fund, Inc.
72) General California Municipal Bond Fund, Inc.
73) General California Municipal Money Market Fund
74) General Government Securities Money Market Fund, Inc.
75) General Money Market Fund, Inc.
76) General Municipal Bond Fund, Inc.
77) General Municipal Money Market Fund, Inc.
78) General New York Municipal Bond Fund, Inc.
79) General New York Municipal Money Market Fund
80) Dreyfus Premier Insured Municipal Bond Fund
81) Dreyfus Premier California Municipal Bond Fund
82) Dreyfus Premier Equity Funds, Inc.
83) Dreyfus Premier Global Investing, Inc.
84) Dreyfus Premier GNMA Fund
85) Dreyfus Premier Growth Fund, Inc.
86) Dreyfus Premier Municipal Bond Fund
87) Dreyfus Premier New York Municipal Bond Fund
88) Dreyfus Premier State Municipal Bond Fund
89) Dreyfus Premier Worldwide Growth Fund, Inc.
90) Dreyfus Premier Value Fund
Positions and
Name and principal Positions and offices with offices with
Business address The Distributor Registrant
- ---------------- --------------- ----------
Marie E. Connolly+ Director, President, Chief President and
Executive Office and Treasurer
Compliance Officer
Joseph F. Tower, III+ Senior Vice President, Vice President
Treasurer and Chief and Assistant
Financial Officer Treasurer
C-9
<PAGE>
Positions and
Name and principal Positions and offices with offices with
Business address The Distributor Registrant
- ---------------- --------------- ----------
John E. Pelletier+ Senior Vice President, Vice President
General Counsel, Secretary and Secretary
and Clerk
Richard W. Ingram+ Senior Vice President Vice President
and Secretary
Roy M. Moura+ First Vice President None
Elizabeth A. Keeley++ Assistant Vice President Vice President
and Assistant
Secretary
Dale F. Lampe+ Vice President None
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Paul Prescott+ Vice President None
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
- --------------------
+ Principal business address is One Exchange Place, Boston, Massachusetts 02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
Item 30. LOCATION OF ACCOUNTS AND RECORDS
--------------------------------
1. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Islamd 02940-9671
2. The Bank of New York
90 Washington Street
New York, New York 10286
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. MANAGEMENT SERVICES
-------------------
Not Applicable
C-10
<PAGE>
Item 32. UNDERTAKINGS
------------
(1) To call a meeting of shareholders for the purpose of voting upon the
question of removal of a Board member or Board members when requested
in writing to do so by the holders of at least 10% of the Registrant's
outstanding shares 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.
(3) To file a post-effective amendment using financial statements, which
need not be certified, within six months from the effective date of
Registrant's 1993 Act Registration Statement.
C-11
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it has duly caused
this Amendment to its 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 19th day of August 1997.
THE DREYFUS/LAUREL FUNDS, INC.
BY: /s/Marie E. Connolly**
--------------------------------------
Marie E. Connolly, President
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/Marie E. Connolly** President, Treasurer 08/19/97
- ------------------------
Marie E. Connolly
/s/Francis P. Brennan* Director, 08/15/97
________________________ Chairman of the Board
Francis P. Brennan
/s/Ruth Marie Adams* Director 08/15/97
- ------------------------
Ruth Marie Adams
/s/Joseph S. DiMartino* Director 08/15/97
- ------------------------
Joseph S. DiMartino
/s/James M. Fitzgibbons* Director 08/15/97
- ------------------------
James M. Fitzgibbons
/s/Kenneth A. Himmel* Director 08/15/97
- ------------------------
Kenneth A. Himmel
/s/Stephen J. Lockwood* Director 08/15/97
- ------------------------
Stephen J. Lockwood
<PAGE>
/s/Roslyn M. Watson* Director 08/15/97
- ------------------------
Roslyn M. Watson
/s/J. Tomlinson Fort* Director 08/15/97
- ------------------------
J. Tomlinson Fort
/s/Arthur L. Goeschel* Director 08/15/97
- ------------------------
Arthur L. Goeschel
/s/Arch S. Jeffery* Director 08/15/97
- ------------------------
Arch S. Jeffery
/s/John Sciullo* Director 08/15/97
- ------------------------
John Sciullo
*By: /s/Mark A. Karpe
------------------------
Attorney-in-Fact
**By: /s/ John E. Pelletier
------------------------
Attorney-in-Fact
<PAGE>
INDEX OF EXHIBITS
EXHIBIT DESCRIPTION
1(m) Articles of Amendment dated July 15, 1996
1(n) Articles of Amendment dated February 27, 1997
1(o) Articles of Amendment dated August 13, 1997
2 Bylaws
5(b) Amended Exhibit A to Investment Management Agreement
between Mellon Bank, N.A. and the Registrant
6(b) Amended Exhibit A to Distribution Agreement between Premier
Mutual Fund Services, Inc. and the Registrant
15(b) Amended Exhibit A to Restated Distribution Plan (relating to
Investor Shares and Class A Shares)
15(d) Amended Exhibit A to Distribution Plan (relating to Class B
Shares and Class C Shares)
15(e) Amended Exhibit A to Service Plan (relating to Class B Shares and
Class C Shares)
18(b) Amended Exhibit I to Rule 18f-3 Plan
18(c) Amended Schedule A to Rule 18f-3 Plan
25(b) Powers of Attorney of the Directors dated October 24, 1996
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
THE DREYFUS/LAUREL FUNDS, INC.
Pursuant to Sections 2-605(a)(4) and 2-607 of the Maryland General
Corporation Law, The Dreyfus/Laurel Funds, Inc. (the "Corporation"), a Maryland
Corporation, incorporated on August 6, 1987, having its principal office in
Maryland in Baltimore, Maryland, hereby adopts the following Articles of
Amendment to the Corporation's Articles of Incorporation:
FIRST: Pursuant to authority expressly vested in the Board by Article
FIFTH of the Articles of Incorporation of the Corporation, the Board has
heretofore duly designated, in accordance with Section 2-105(c) of the Maryland
General Corporation Law, the aggregate number of shares of capital stock which
the Corporation is authorized to issue at twenty-five billion (25,000,000,000)
shares of capital stock, par value $.001 per share, amounting in the aggregate
to a par value of twenty-five million dollars ($25,000,000). Such shares of
capital stock have heretofore been classified by the Board among the series of
the Corporation as follows:
Dreyfus Money Market Reserves, Class R
(2 billion shares)
Dreyfus Money Market Reserves, Investor Class
(2 billion shares)
Dreyfus U.S. Treasury Reserves, Class R
(1 billion shares)
Dreyfus U.S. Treasury Reserves, Investor Class
(1 billion shares)
Dreyfus Municipal Reserves, Class R
(1 billion shares)
Dreyfus Municipal Reserves, Investor Class
(1 billion shares)
Dreyfus Institutional Government Money Market Fund
(2 billion shares)
Dreyfus Institutional Prime Money Market Fund
(2 billion shares)
Dreyfus Institutional U.S. Treasury Money Market Fund
(2 billion shares)
Premier Balanced Fund, Class R
(50 million shares)
Premier Balanced Fund, Class A
(50 million shares)
<PAGE>
Premier Balanced Fund, Class B
(50 million shares)
Premier Balanced Fund, Class C
(50 million shares)
Dreyfus Bond Market Index Fund, Class R
(100 million shares)
Dreyfus Bond Market Index Fund, Investor Class
(50 million shares)
Dreyfus Disciplined Intermediate Bond Fund, Class R
(100 million shares)
Dreyfus Disciplined Intermediate Bond Fund, Investor Class
(100 million shares)
Premier Limited Term Income Fund, Class R
(100 million shares)
Premier Limited Term Income Fund, Class A
(50 million shares)
Premier Limited Term Income Fund, Class B
(50 million shares)
Premier Limited Term Income Fund, Class C
(50 million shares)
Dreyfus Disciplined Equity Income Fund, Class R
(30 million shares)
Dreyfus Disciplined Equity Income Fund, Investor Class
(20 million shares)
Dreyfus Disciplined Midcap Stock Fund, Class R
(66 million shares)
Dreyfus Disciplined Midcap Stock Fund, Investor Class
(22 million shares)
Premier Small Company Stock Fund, Class R
(41 million shares)
Premier Small Company Stock Fund, Class A
(27 million shares)
Premier Small Company Stock Fund, Class B
(50 million shares)
Premier Small Company Stock Fund, Class C
(50 million shares)
Dreyfus Disciplined Stock Fund, Class R
(165 million shares)
Dreyfus Disciplined Stock Fund, Investor Class
(80 million shares)
Dreyfus Institutional S&P 500 Stock Index Fund
(70 million shares)
Dreyfus European Fund, Class R
(12 million shares)
Dreyfus European Fund, Investor Class
(8 million shares)
Dreyfus International Equity Allocation Fund, Class R
(36 million shares)
2
<PAGE>
Dreyfus International Equity Allocation Fund, Investor Class
(24 million shares)
Laurel Global Income Fund, Class R
(36 million shares)
Laurel Global Income Fund, Investor Class
(24 million shares)
Laurel International Stock Fund, Class R
(36 million shares)
Laurel International Stock Fund, Investor Class
(24 million shares)
SECOND: Pursuant to authority expressly vested in the Board by Article
FIFTH of the Articles of Incorporation of the Corporation, the Board has
determined to change the name of each of the following Classes of capital stock
for the listed Series as follows:
Dreyfus Bond Market Index Fund, Class R TO
Dreyfus Bond Market Index Fund, Retail Class
Dreyfus Bond Market Index Fund, Investor Class TO
Dreyfus Bond Market Index Fund, Institutional Class
Dreyfus Disciplined Intermediate Bond Fund, Class R TO
Dreyfus Disciplined Intermediate Bond Fund, Retail Class
Dreyfus Disciplined Intermediate Bond Fund, Investor Class TO
Dreyfus Disciplined Intermediate Bond Fund, Institutional Class
Dreyfus Disciplined Equity Income Fund, Class R TO
Dreyfus Disciplined Equity Income Fund, Retail Class
Dreyfus Disciplined Equity Income Fund, Investor Class TO
Dreyfus Disciplined Equity Income Fund, Institutional Class
Dreyfus Disciplined Midcap Stock Fund, Class R TO
Dreyfus Disciplined Midcap Stock Fund, Retail Class
Dreyfus Disciplined Midcap Stock Fund, Investor Class TO
Dreyfus Disciplined Midcap Stock Fund, Institutional Class
Dreyfus Disciplined Stock Fund, Class R TO
Dreyfus Disciplined Stock Fund, Retail Class
Dreyfus Disciplined Stock Fund, Investor Class TO
Dreyfus Disciplined Stock Fund, Institutional Class
Dreyfus International Equity Allocation Fund, Class R TO
Dreyfus International Equity Allocation Fund, Retail Class
Dreyfus International Equity Allocation Fund, Investor Class TO
Dreyfus International Equity Allocation Fund, Institutional Class
3
<PAGE>
THIRD: Whereas there are no shares of the following Classes or Series
of the Corporation issued or outstanding, the Board has redesignated, pursuant
to authority expressly vested in the Board by Article FIFTH of the Articles of
Incorporation, all shares of each listed Class or Series as authorized capital
stock of the Corporation, without designation of Class or Series, totalling one
hundred twenty million (120,000,000) shares, available for future designation
and classification by the Board:
Laurel Global Income Fund, Class R
Laurel Global Income Fund, Investor Class
Laurel International Stock Fund, Class R
Laurel International Stock Fund, Investor Class
FOURTH: The aggregate number of shares of all classes and series of the
Corporation remains twenty-five billion (25,000,000,000), the par value per
share remains $.001, and the aggregate par value of all authorized stock remains
twenty-five million dollars ($25,000,000). Except as provided in the foregoing
Articles SECOND and THIRD of these Articles of Amendment, the designation and
aggregate number of shares of capital stock of each series and class that the
Corporation is authorized to issue remain unchanged from those set forth in
Article FIRST. All authorized shares not designated or classified above remain
available for future designation and classification by the Board.
FIFTH: The amendments contained herein were approved by a majority of
the Board and are limited to changes permitted by Section 2-605(a)(4) of the
Maryland General Corporation Law to be made without action by stockholders of
the corporation.
SIXTH: The Corporation is registered with the Securities and Exchange
Commission as an open-end investment company under the Investment Company Act of
1940, as amended.
IN WITNESS WHEREOF, the undersigned hereby executes these Articles of
Amendment on behalf of the Corporation, acknowledging it to be the act of the
Corporation, and further states under the penalties of perjury that, to the best
of his or her knowledge, information and belief, the matters and facts set forth
herein are true in all material respects.
Dated: July __, 1996 THE DREYFUS/LAUREL FUNDS, INC.
By: /s/ Eric Fischman
Name: Eric Fischman
Title: Vice President
Attest: /s/ Elizabeth Bachman
Name: Elizabeth Bachman
Title: Vice President and Assistant Secretary
4
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
THE DREYFUS/LAUREL FUNDS, INC.
Pursuant to Sections 2-605(a)(4) and 2-607 of the Maryland General
Corporation Law, The Dreyfus/Laurel Funds, Inc. (the "Corporation"), a Maryland
Corporation, incorporated on August 6, 1987, having its principal office in
Maryland in Baltimore, Maryland, hereby adopts the following Articles of
Amendment to the Corporation's Articles of Incorporation:
FIRST: Pursuant to authority expressly vested in the Board by Article
FIFTH of the Articles of Incorporation of the Corporation, the Board has
heretofore duly designated, in accordance with Section 2-105(c) of the Maryland
General Corporation Law, the aggregate number of shares of capital stock which
the Corporation is authorized to issue at twenty-five billion (25,000,000,000)
shares of capital stock, par value $.001 per share, amounting in the aggregate
to a par value of twenty-five million dollars ($25,000,000). Such shares of
capital stock have heretofore been classified by the Board among the series of
the Corporation as follows:
Dreyfus Money Market Reserves, Class R
(2 billion shares)
Dreyfus Money Market Reserves, Investor Class
(2 billion shares)
Dreyfus U.S. Treasury Reserves, Class R
(1 billion shares)
Dreyfus U.S. Treasury Reserves, Investor Class
(1 billion shares)
Dreyfus Municipal Reserves, Class R
(1 billion shares)
Dreyfus Municipal Reserves, Investor Class
(1 billion shares)
Dreyfus Institutional Government Money Market Fund
(2 billion shares)
Dreyfus Institutional Prime Money Market Fund
(2 billion shares)
Dreyfus Institutional U.S. Treasury Money Market Fund
(2 billion shares)
Premier Balanced Fund, Class R
(50 million shares)
Premier Balanced Fund, Class A
(50 million shares)
Premier Balanced Fund, Class B
(50 million shares)
Premier Balanced Fund, Class C
(50 million shares)
Dreyfus Bond Market Index Fund, Retail Class
(100 million shares)
Dreyfus Bond Market Index Fund, Institutional Class
(50 million shares)
Dreyfus Disciplined Intermediate Bond Fund, Retail Class
(100 million shares)
<PAGE>
Dreyfus Disciplined Intermediate Bond Fund, Institutional Class
(100 million shares)
Premier Limited Term Income Fund, Class R
(100 million shares)
Premier Limited Term Income Fund, Class A
(50 million shares)
Premier Limited Term Income Fund, Class B
(50 million shares)
Premier Limited Term Income Fund, Class C
(50 million shares)
Dreyfus Disciplined Equity Income Fund, Retail Class
(30 million shares)
Dreyfus Disciplined Equity Income Fund, Institutional Class
(20 million shares)
Dreyfus Disciplined Midcap Stock Fund, Retail Class
(66 million shares)
Dreyfus Disciplined Midcap Stock Fund, Institutional Class
(22 million shares)
Premier Small Company Stock Fund, Class R
(41 million shares)
Premier Small Company Stock Fund, Class A
(27 million shares)
Premier Small Company Stock Fund, Class B
(50 million shares)
Premier Small Company Stock Fund, Class C
(50 million shares)
Dreyfus Disciplined Stock Fund, Retail Class
(165 million shares)
Dreyfus Disciplined Stock Fund, Institutional Class
(80 million shares)
Dreyfus Institutional S&P 500 Stock Index Fund
(70 million shares)
Dreyfus European Fund, Class R
(12 million shares)
Dreyfus European Fund, Investor Class
(8 million shares)
Dreyfus International Equity Allocation Fund, Retail Class
(36 million shares)
Dreyfus International Equity Allocation Fund, Institutional Class
(24 million shares)
SECOND: Pursuant to authority expressly vested in the Board by Article
FIFTH of the Articles of Incorporation of the Corporation, the Board has, in
accordance with Sections 2-605(a)(4) and 2-607 of the Maryland General
Corporation Law, determined to change the name of each of the following Series
of the Corporation as follows effective March 1, 1997: "Premier Balanced Fund"
to "Dreyfus Premier Balanced Fund", "Premier Limited Term Income Fund" to
"Dreyfus Premier Limited Term Income Fund" and "Premier Small Company Stock
Fund" to "Dreyfus Premier Small Company Stock Fund".
THIRD: Whereas there are no shares of the Investor Class or Class R
shares of Dreyfus European Fund issued or outstanding, the Board has
redesignated, pursuant to authority expressly vested in the Board by Article
FIFTH of the Articles of Incorporation, all Investor Class and Class R shares of
such Series as authorized capital stock of the Corporation, without designation
2
<PAGE>
of Class or Series, totalling twenty million (20,000,000) shares, available for
future designation and classification by the Board.
FOURTH: The aggregate number of shares of all classes and series of the
Corporation remains twenty-five billion (25,000,000,000), the par value per
share remains $.001, and the aggregate par value of all authorized stock remains
twenty-five million dollars ($25,000,000). Except as provided in the foregoing
Articles SECOND and THIRD of these Articles of Amendment, the designation and
aggregate number of shares of capital stock of each series and class that the
Corporation is authorized to issue remain unchanged from those set forth in
Article FIRST. All authorized shares not designated or classified above remain
available for future designation and classification by the Board.
FIFTH: The amendments contained herein were approved by a majority of
the Board and are limited to changes permitted by Section 2-605(a)(4) of the
Maryland General Corporation Law to be made without action by stockholders of
the corporation.
SIXTH: The Corporation is registered with the Securities and Exchange
Commission as an open-end investment company under the Investment Company Act of
1940, as amended.
IN WITNESS WHEREOF, the undersigned hereby executes these Articles of
Amendment on behalf of the Corporation, acknowledging it to be the act of the
Corporation, and further states under the penalties of perjury that, to the best
of his or her knowledge, information and belief, the matters and facts set forth
herein are true in all material respects.
Dated: February 27, 1997 THE DREYFUS/LAUREL FUNDS, INC.
By: /s/ Elizabeth Keeley
Name: Elizabeth Keeley
Title: Vice President and Assistant Secretary
Attest:/s/ Mark Karpe
Name: Mark Karpe
Title: Vice President
3
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
THE DREYFUS/LAUREL FUNDS, INC.
Pursuant to Sections 2-105, 2-605 and 2-607 of the Maryland General
Corporation Law, The Dreyfus/Laurel Funds, Inc. (the "Corporation"), a Maryland
Corporation, incorporated on August 6, 1987, having its principal office in
Maryland in Baltimore, Maryland, hereby adopts the following Articles of
Amendment to the Corporation's Articles of Incorporation:
FIRST: Pursuant to authority expressly vested in the Board by Article
FIFTH of the Articles of Incorporation of the Corporation, the Board has
heretofore duly designated, in accordance with Section 2-105(c) of the Maryland
General Corporation Law, the aggregate number of shares of capital stock which
the Corporation is authorized to issue at twenty-five billion (25,000,000,000)
shares of capital stock, par value $.001 per share, amounting in the aggregate
to a par value of twenty-five million dollars ($25,000,000). Such shares of
capital stock have heretofore been classified by the Board among the series of
the Corporation as follows:
Dreyfus Money Market Reserves, Class R
(2 billion shares)
Dreyfus Money Market Reserves, Investor Class
(2 billion shares)
Dreyfus U.S. Treasury Reserves, Class R
(1 billion shares)
Dreyfus U.S. Treasury Reserves, Investor Class
(1 billion shares)
Dreyfus Municipal Reserves, Class R
(1 billion shares)
Dreyfus Municipal Reserves, Investor Class
(1 billion shares)
Dreyfus Institutional Government Money Market Fund
(2 billion shares)
Dreyfus Institutional Prime Money Market Fund
(2 billion shares)
Dreyfus Institutional U.S. Treasury Money Market Fund
(2 billion shares)
Dreyfus Premier Balanced Fund, Class R
(50 million shares)
Dreyfus Premier Balanced Fund, Class A
(50 million shares)
Dreyfus Premier Balanced Fund, Class B
(50 million shares)
Dreyfus Premier Balanced Fund, Class C
(50 million shares)
Dreyfus Bond Market Index Fund, Retail Class
(100 million shares)
Dreyfus Bond Market Index Fund, Institutional Class
(50 million shares)
Dreyfus Disciplined Intermediate Bond Fund, Retail Class
(100 million shares)
<PAGE>
Dreyfus Disciplined Intermediate Bond Fund, Institutional Class
(100 million shares)
Dreyfus Premier Limited Term Income Fund, Class R
(100 million shares)
Dreyfus Premier Limited Term Income Fund, Class A
(50 million shares)
Dreyfus Premier Limited Term Income Fund, Class B
(50 million shares)
Dreyfus Premier Limited Term Income Fund, Class C
(50 million shares)
Dreyfus Disciplined Equity Income Fund, Retail Class
(30 million shares)
Dreyfus Disciplined Equity Income Fund, Institutional Class
(20 million shares)
Dreyfus Disciplined Midcap Stock Fund, Retail Class
(66 million shares)
Dreyfus Disciplined Midcap Stock Fund, Institutional Class
(22 million shares)
Dreyfus Premier Small Company Stock Fund, Class R
(41 million shares)
Dreyfus Premier Small Company Stock Fund, Class A
(27 million shares)
Dreyfus Premier Small Company Stock Fund, Class B
(50 million shares)
Dreyfus Premier Small Company Stock Fund, Class C
(50 million shares)
Dreyfus Disciplined Stock Fund, Retail Class
(165 million shares)
Dreyfus Disciplined Stock Fund, Institutional Class
(80 million shares)
Dreyfus Institutional S&P 500 Stock Index Fund
(70 million shares)
Dreyfus International Equity Allocation Fund, Retail Class
(36 million shares)
Dreyfus International Equity Allocation Fund, Institutional Class
(24 million shares)
SECOND: Pursuant to authority expressly vested in the Board by Article
FIFTH of the Articles of Incorporation of the Corporation, the Board, in
accordance with Sections 2-105, 2-605(a)(4) and 2-607(a)(2) of the Maryland
General Corporation Law, establishes and designates the following Series and
Classes of such Series effective August 1, 1997:
Dreyfus Premier Large Company Growth Fund, Class R
(100 million shares)
Dreyfus Premier Large Company Growth Fund, Class A
(100 million shares)
Dreyfus Premier Large Company Growth Fund, Class B
(100 million shares
Dreyfus Premier Large Company Growth Fund, Class C
(100 million shares)
2
<PAGE>
Shares of any Class or Classes of Dreyfus Premier Large Company Growth Fund may
be redeemed at any time at the option of the Corporation by payment of the net
asset value of the redeemed shares to the holders thereof. Dreyfus Premier Large
Company Growth Fund or any Class thereof may be liquidated or dissolved by vote
of a majority of the Directors of the Corporation without the approval of the
shareholders of such Fund or Class. In the event of any such liquidation or
dissolution of Dreyfus Premier Large Company Growth Fund or any Class thereof,
the shareholders of such Fund or such liquidated or dissolved Class thereof
shall be entitled to receive, when and as declared by the Directors of the
Corporation, the excess of the assets belonging to such Fund, or in the case of
a Class belonging to such Fund and allocated to that Class, over the liabilities
allocated to such Fund or Class. The assets so distributable to the shareholders
of the Dreyfus Premier Large Company Growth Fund or a Class thereof shall be
distributed among such shareholders in proportion to the number of shares of
such Fund or Class thereof held by them and recorded on the books of the
Corporation.
The Class A, Class B, Class C and Class R shares of Dreyfus Premier
Large Company Growth Fund shall have, respectively, the preferences, conversion
and other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption for such Classes as set
forth in Article SECOND to the Corporation's Articles Supplementary to the
Articles of Incorporation dated December 19, 1994.
THIRD: Pursuant to authority expressly vested in the Board by Article
FIFTH of the Articles of Incorporation of the Corporation, the Board has, in
accordance with Sections 2-605(a)(4) and 2-607of the Maryland General
Corporation Law, changes the name of "Dreyfus Institutional S&P 500 Stock Index
Fund" to "Dreyfus BASIC S&P 500 Stock Index Fund" effective August 15, 1997:
FOURTH: Pursuant to authority expressly vested in the Board by Article
FIFTH of the Articles of Incorporation of the Corporation, the Board has, in
accordance with Sections 2-605(a)(4) and 2-607of the Maryland General
Corporation Law, changes the name of each of the following Classes of capital
stock for the listed Series as follows effective August 15, 1997:
Dreyfus Bond Market Index Fund, Retail Class TO
Dreyfus Bond Market Index Fund, BASIC Class
Dreyfus Bond Market Index Fund, Institutional Class TO
Dreyfus Bond Market Index Fund, Investor Class
Dreyfus Disciplined Intermediate Bond Fund, Retail Class TO
Dreyfus Disciplined Intermediate Bond Fund, Restricted Class
Dreyfus Disciplined Intermediate Bond Fund, Institutional Class TO
Dreyfus Disciplined Intermediate Bond Fund, Investor Class
Dreyfus Disciplined Equity Income Fund, Retail Class TO
Dreyfus Disciplined Equity Income Fund, Restricted Class
Dreyfus Disciplined Equity Income Fund, Institutional Class TO
Dreyfus Disciplined Equity Income Fund, Investor Class
Dreyfus Disciplined Midcap Stock Fund, Retail Class TO
Dreyfus Disciplined Midcap Stock Fund, Restricted Class
3
<PAGE>
Dreyfus Disciplined Midcap Stock Fund, Institutional Class TO
Dreyfus Disciplined Midcap Stock Fund, Investor Class
Dreyfus International Equity Allocation Fund, Retail Class TO
Dreyfus International Equity Allocation Fund, Restricted Class
Dreyfus International Equity Allocation Fund, Institutional Class TO
Dreyfus International Equity Allocation Fund, Investor Class
FIFTH: The aggregate number of shares of all Classes and Series of the
Corporation remains twenty-five billion (25,000,000,000), the par value per
share remains $.001, and the aggregate par value of all authorized stock remains
twenty-five million dollars ($25,000,000). Except as provided in the foregoing
Article SECOND, THIRD and FOURTH of these Articles of Amendment, the designation
and aggregate number of shares of capital stock of each Series and Class that
the Corporation is authorized to issue remain unchanged from those set forth in
Article FIRST. All authorized shares not designated or classified above remain
available for future designation and classification by the Board.
SIXTH: The amendments contained herein were approved by a majority of
the Board of Directors of the Corporation and, with the exception of Article
SECOND of these Articles of Amendment, are limited to changes permitted by
Section 2-605(a)(4) of the Maryland General Corporation Law to be made without
action by stockholders of the Corporation. No stock of the Corporation entitled
to be voted on the matters contained in the amendments set forth in Article
SECOND of these Articles of Amendment was outstanding or subscribed for at the
time of approval thereof by the Board, and such amendments are permitted to be
made without action by stockholders of the Corporation.
SEVENTH: The Corporation is registered with the Securities and Exchange
Commission as an open-end investment company under the Investment Company Act of
1940, as amended.
IN WITNESS WHEREOF, the undersigned hereby executes these Articles of
Amendment on behalf of the Corporation, acknowledging it to be the act of the
Corporation, and further states under the penalties of perjury that, to the best
of his or her knowledge, information and belief, the matters and facts set forth
herein are true in all material respects.
Dated: August 13, 1997 THE DREYFUS/LAUREL FUNDS, INC.
By: /s/ ELIZABETH KEELEY
Name: Elizabeth Keeley
Title: V.P. & Ass't Secretary
Attest: /s/ MARK A. KARPE
Name: Mark A. Karpe
Title: VP & Assistant Secretary
THE LAUREL FUNDS, INC.
A Maryland Corporation
BY-LAWS
August 6, 1987
<PAGE>
ARTICLE I
NAME OF CORPORATION, LOCATION OF OFFICES AND SEAL
Section 1.01. NAME: The name of the Corporation is THE LAUREL FUNDS,
INC.
Section 1.02. PRINCIPAL OFFICES: The principal office of the
Corporation in the State of Maryland shall be located at _______________,
Maryland ________. The Corporation may establish and maintain such other offices
and places of business as the board of directors may, from time to time,
determine.
Section 1.03. SEAL: The corporate seal of the Corporation shall be
circular in form and shall bear the name of the Corporation, the year of its
incorporation, and the words "Corporate Seal, Maryland." The form of the seal
shall be subject to alteration by the board of directors and the seal may be
used by causing it or a facsimile to be impressed or affixed or printed or
otherwise reproduced. Any officer or director of the Corporation shall have
authority to affix the corporate seal of the Corporation to any document
requiring the same.
ARTICLE II
STOCKHOLDERS
Section 2.01. ANNUAL MEETINGS: There shall be no stockholders' meetings
for the election of directors and the transaction of other proper business
except as required by law or as hereinafter provided.
Section 2.02. SPECIAL MEETINGS: Special meetings of the stockholders
may be called at any time by the chairman of the board, the president, or by a
majority of the board of directors. Special meetings of the stockholders shall
be called by the secretary upon the written request of the holders of shares
entitled to vote not less than 25% of all the shares entitled to be voted at
such meeting, provided that (a) such request shall state the purposes of such
meeting and the matters proposed to be acted on, and (b) the stockholders
requesting such meeting shall have paid to the Corporation the reasonably
estimated cost of preparing and mailing the notice thereof, which the secretary
shall determine and specify to such stockholders. No special meeting need be
called upon the request of the holders of shares entitled to vote less than a
majority of all the shares entitled to be voted at such meeting to consider any
matter which is substantially the same as a matter voted upon at any special
meeting of the stockholders held during the preceding 12 months.
Section 2.03. PLACE OF MEETINGS: All stockholders' meetings shall be
held at the principal office of the Corporation, except that the board of
directors may fix a different place of meeting, have one or more offices, and
keep the books of the Corporation at any other place within the United States as
they may from time to time determine, or, in the case of meetings as shall be
specified in each notice or waiver of notice of the meeting.
2
<PAGE>
Section 2.04. NOTICE OF MEETINGS: The secretary or an assistant
secretary shall cause notice of the place, date and hour, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called, to be
mailed, not less than 10 nor more than 90 days before the date of the meeting,
to each stockholder entitled to vote at such meeting, at his address as it
appears on the records of the Corporation at the time of such mailing. Notice of
any stockholders' meeting need not be given to any stockholder who shall sign a
written waiver of such notice whether before or after the time of such meeting,
which waiver shall be filed with the record of such meeting, or to any
stockholder who shall attend such meeting in person or by proxy. Notice of
adjournment of a stockholders' meeting to another time or place need not be
given, if such time and place are announced at the meeting.
Section 2.05. VOTING - IN GENERAL: At every stockholders' meeting each
stockholder shall be entitled to one vote for each share and a fractional vote
for each fraction of a share of stock of the Corporation validly issued and
outstanding and held by such stockholder, except that no shares held by the
Corporation shall be entitled to a vote. Except as otherwise specifically
provided in the Articles of Incorporation or these By-Laws or as required by
provisions of the Investment Company Act of 1940, as amended from time to time,
all matters shall be decided by a vote of the majority of the votes validly
cast. The vote upon any question shall be by ballot whenever requested by any
person entitled to vote, but, unless such a request is made, voting may be
conducted in any way approved by the meeting.
Section 2.06. STOCKHOLDERS ENTITLED TO VOTE: If, pursuant to Section
8.05 hereof, a record date has been fixed for the determination of stockholders
entitled to notice of or to vote at any stockholders' meeting, each stockholder
of the Corporation shall be entitled to vote, in person or by proxy, each share
of stock and fraction of a share of stock standing in his name on the books of
the Corporation on such record date and outstanding at the time of the meeting.
If no record date has been fixed for the determination of stockholders, the
record date for the determination of stockholders entitled to notice of or to
vote at a meeting of stockholders shall be (a) at the close of business (i) on
the day ten days before the day on which notice of the meeting is mailed or (ii)
on the day 90 days before the meeting, whichever is the closer date to the
meeting; or, (b) if notice is waived by all stockholders, at the close of
business on the tenth day next preceding the day on which the meeting is held.
Section 2.07. VOTING - PROXIES: The right to vote by proxy shall exist
only if the instrument authorizing such proxy to act shall have been executed in
writing by the stockholder himself or by his attorney thereunto duly authorized
in writing. No proxy shall be voted after eleven months from its date unless it
provides for a longer period. Each proxy shall be in writing subscribed by the
stockholder or his duly authorized attorney and shall be dated, but need not be
sealed, witnessed or acknowledged. Proxies shall be delivered to the secretary
before being voted. A proxy with respect to stock held in the name of two or
more persons shall be valid if executed by one of them unless at or prior to
exercise of such proxy the Corporation receives a specific written notice to the
contrary from any one of them. A proxy purporting to be executed by or on behalf
of a stockholder shall be deemed valid unless challenged at or prior to its
exercise.
3
<PAGE>
Section 2.08. QUORUM: Except as otherwise provided in the Articles of
Incorporation, the presence at any stockholders' meeting, in person or by proxy,
of stockholders entitled to cast one third of the votes thereat shall be
necessary and sufficient to constitute a quorum for the transaction of business.
Section 2.09. ABSENCE OF QUORUM: In the absence of a quorum, the
holders of one-third of the shares entitled to vote at the meeting and present
thereat in person or by proxy, or, if no stockholder entitled to vote is present
thereat in person or by proxy, any officer present thereat entitled to preside
or act as secretary of such meeting, may adjourn the meeting SINE DIE or from
time to time. Any business that might have been transacted at the meeting
originally called may be transacted at any such adjourned meeting at which a
quorum is present.
Section 2.10. STOCK LEDGER AND LIST OF STOCKHOLDERS: It shall be the
duty of the secretary or assistant secretary of the Corporation to cause an
original or duplicate stock ledger to be maintained at the office of the
Corporation's transfer agent. Such stock ledger may be in written form or any
other form capable of being converted into written form within a reasonable time
for visual inspection. Any one or more persons, each of whom has been a
stockholder of record of the Corporation for more than six months next preceding
such request, who owns in the aggregate 5% or more of the outstanding capital
stock of the Corporation, may submit (unless the Corporation at the time of the
request maintains a duplicate stock ledger at its principal office in Maryland)
a written request to any officer of the Corporation or its resident agent in
Maryland for a list of the stockholders of the Corporation. Within 20 days after
such a request, there shall be prepared and filed at the Corporation's principal
office in Maryland a list containing the names and addresses of all stockholders
of the Corporation and the number of shares of each class held by each
stockholder, certified as correct by an officer of the Corporation, by its stock
transfer agent, or by its registrar.
Section 2.11. ACTION WITHOUT MEETING: Any action to be taken by
stockholders may be taken without a meeting if all stockholders entitled to vote
on the matter consent to the action in writing and the written consents are
filed with the records of the meetings of stockholders. Such consent shall be
treated for all purposes as a vote at a meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 3.01 . NUMBER AND TERM OF OFFICE: The board of directors shall
consist of six directors, which number may be increased or decreased by a
resolution of a majority of the entire board of directors; provided that the
number of directors shall not be less than three nor more than fifteen; and
further provided that if there is no stock outstanding the number of directors
may be less than three but not less than one, and if there is stock outstanding
and so long as there are less than three stockholders, the number of directors
may be less than three but not less than the number of stockholders. Each
director (whenever selected) shall hold office until his successor is elected
and qualified or until his earlier death, resignation or removal.
4
<PAGE>
Section 3.02. QUALIFICATION OF DIRECTORS: Except for the initial board
of directors, at least one of the members of the board of directors shall be a
person who is not an interested person of the Corporation, as defined in the
Investment Company Act of 1940, as amended.
Section 3.03. ELECTION OF DIRECTORS: Initially the director or
directors of the Corporation shall be that person or those persons named as such
in the Articles of Incorporation. Thereafter, except as otherwise provided in
Section 3.04 and 3.05 hereof, the directors shall be elected by the stockholders
on a date fixed by the Board of Directors. Directors shall be elected by vote of
the holders of a majority of the shares present in person or by proxy and
entitled to vote thereon.
Section 3.04. REMOVAL OF DIRECTORS: At any stockholders' meeting duly
called, provided a quorum is present, any director may be removed (either with
or without cause) by the vote of the holders of a majority of the shares
represented at the meeting, and at the same meeting a duly qualified person may
be elected in his stead by a majority of the votes validly cast.
Section 3.05. VACANCIES AND NEWLY CREATED DIRECTORSHIPS: If any
vacancies shall occur in the board of directors by reason of death, resignation,
removal or otherwise, or if the authorized number of directors shall be
increased, the directors then in office shall continue to act, and such
vacancies (if not previously filled by the stockholders) may be filled by a
majority of the directors then in office, although less than a quorum, except
that a newly created directorship may be filled only by a majority vote of the
entire board of directors, provided that in either case immediately after
filling such vacancy, at least two-thirds of the directors then holding office
shall have been elected to such office by the stockholders of the Corporation.
In the event that at any time, other than the time preceding the first
stockholders' meeting, less than a majority of the directors of the Corporation
holding office at that time were so elected by the stockholders, a meeting of
the stockholders shall be held promptly and in any event within 60 days for the
purpose of electing directors to fill any existing vacancies in the board of
directors unless the Securities and Exchange Commission shall by order extend
such period.
Section 3.06. GENERAL POWERS:
(a) The property, affairs and business of the Corporation shall be
managed by or under the direction of the board of directors, which may exercise
all the powers of the Corporation except those powers vested solely in the
stockholders of the Corporation by statute, by the Articles of Incorporation, or
by these By-Laws.
(b) All acts done by any meeting of the directors or by any person
acting as a director, so long as his successor shall not have been duly elected
or appointed, shall, notwithstanding that it be afterwards discovered that there
was some defect in the election of the directors or of such person acting as
aforesaid or that they or any of them were disqualified, be as valid as if the
directors or such other person, as the case may be, had been duly elected and
were or was qualified to be directors or a director of the Corporation.
5
<PAGE>
Section 3.07. POWER TO ISSUE AND SELL STOCK: The board of directors may
from time to time issue and sell or cause to be issued and sold any of the
Corporation's authorized shares to such person and for such consideration as the
board of directors shall deem advisable, subject to the provisions of Article
Sixth of the Articles of Incorporation.
Section 3.08. POWER TO DECLARE DIVIDENDS:
(a) The board of directors, from time to time as they may deem
advisable, may declare and pay dividends in stock, cash or other property of the
Corporation, out of any source available for dividends, to the stockholders
according to their respective rights and interests in accordance with the
provisions of the Articles of Incorporation.
(b) The board of directors shall cause to be accompanied by a written
statement any dividend payment wholly or partly from any source other than:
(i) the Corporation's accumulated undistributed net income
(determined in accordance with good accounting practice and the rules
and regulations of the Securities and Exchange Commission then in
effect) and not including profits or losses realized upon the sale of
securities or other properties; or
(ii) the Corporation's net income so determined for the
current or preceding fiscal year. Such statement shall adequately
disclose the source or sources of such payment and the basis of
calculation, and shall be in such form as the Securities and Exchange
Commission may prescribe.
Section 3.09. ANNUAL AND REGULAR MEETINGS: The annual meeting of the
board of directors for choosing officers and transacting other proper business
shall be held at such time and place as the Board may determine. The board of
directors from time to time may provide by resolution for the holding of regular
meetings and fix their time and place within or outside the State of Maryland.
Notice of such annual and regular meetings need not be given, provided that
notice of any change in the time or place of such meetings shall be sent
promptly to each director not present at the meeting at which such change was
made in the manner provided for notice of special meetings. Members of the board
of directors or any committee designated thereby may participate in a meeting of
such board or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time; and participation by such means
shall constitute presence in person at a meeting.
Section 3.10. SPECIAL MEETINGS: Special meetings of the board of
directors shall be held whenever called by the chairman of the board, the
president (or, in the absence or disability of the president, by any vice
president), the treasurer, or two or more directors, at the time and place
within or outside the State of Maryland specified in the respective notices or
waivers of notice of such meetings.
6
<PAGE>
Section 3.11. NOTICE: Notice of special meetings, stating the time and
place, shall be mailed to each director at his residence or regular place of
business at least five days before the day on which a special meeting is to be
held or caused to be delivered to him personally or to be transmitted to him by
telegraph, cable or wireless at least one day before the meeting.
Section 3.12. WAIVER OF NOTICE: No notice of any meeting need be given
to any director who attends such meeting in person or to any director who waives
notice of such meeting in writing (which waiver shall be filed with the records
of such meeting), whether before or after the time of the meeting.
Section 3.13. QUORUM AND VOTING: At all meetings of the board of
directors the presence of one-half or more of the number of directors then in
office shall constitute a quorum for the transaction of business, provided that
there shall be present no less than two directors except when there is no stock
outstanding, at which time the initial director will constitute a quorum. In the
absence of a quorum, a majority of the directors present may adjourn the
meeting, from time to time, until a quorum shall be present. The action of a
majority of the directors present at a meeting at which a quorum is present
shall be the action of the board of directors unless the concurrence of a
greater proportion is required for such action by law, by the Articles of
Incorporation or by these By-Laws.
Section 3.14. COMPENSATION: Each director may receive such remuneration
for his services as shall be fixed from time to time by resolution of the board
of directors.
Section 3.15. ACTION WITHOUT A MEETING: Any action required or
permitted to be taken at any meeting of the board of directors may be taken
without a meeting if written consents thereto are signed by all members of the
board and such written consents are filed with the records of the meetings of
the board.
ARTICLE IV
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 4.01. HOW CONSTITUTED: By resolution adopted by the board of
directors, the board may designate one or more committees, including an
executive committee, each consisting of at least two directors. Each member of a
committee shall be a director and shall hold office during the pleasure of the
board. The chairman of the board, if any, and the president shall be members of
the executive committee.
Section 4.02. POWERS OF THE EXECUTIVE COMMITTEE: Unless otherwise
provided by resolution of the board of directors, when the board of directors is
not in session the executive committee shall have and may exercise all powers of
the board of directors in the management of the business and affairs of the
Corporation that may lawfully be exercised by an executive committee, except the
power to declare a dividend, to authorize the issuance of stock, to recommend to
stockholders any matter requiring stockholders' approval, to amend the By-Laws,
or to approve any merger or share exchange which does not require shareholder
approval.
7
<PAGE>
Section 4.03. PROCEEDINGS, QUORUM AND MANNER OF ACTING: In the absence
of an appropriate resolution of the board of directors, each committee may adopt
such rules and regulations governing its proceedings, quorum and manner of
acting as it shall deem proper and desirable, provided that the quorum shall not
be less than two directors. In the absence of any member of any such committee,
the members thereof present at any meeting, whether or not they constitute a
quorum, may appoint a member of the board of directors to act in the place of
such absent member.
Section 4.04. OTHER COMMITTEES: The board of directors may appoint
other committees, each consisting of one or more persons, who need not be
directors. Each such committee shall have such powers and perform such duties as
may be assigned to it from time to time by the board of directors, but shall not
exercise any power which may lawfully be exercised only by the board of
directors or a committee thereof.
ARTICLE V
OFFICERS
.
Section 5.01. GENERAL: The officers of the Corporation shall be a
president, a secretary and a treasurer, and may include one or more vice
presidents, assistant secretaries or assistant treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 5.11
hereof. The board of directors may elect, but shall not be required to elect, a
chairman of the board.
Section 5.02. ELECTION, TERM OF OFFICE AND QUALIFICATIONS: The officers
of the Corporation (except those appointed pursuant to Section 5.11 hereof)
shall be chosen by the board of directors at its first meeting or such
subsequent meetings as shall be held prior to its first annual meeting, and
thereafter annually at its annual meeting. If any officers are not chosen at any
annual meeting, such officers may be chosen at any subsequent regular or special
meeting of the board. Except as provided in Sections 5.03, 5.04 and 5.05 hereof,
each officer chosen by the board of directors shall hold office until the next
annual meeting of the board of directors and until his successor shall have been
chosen and qualified. Any person may hold one or more offices of the Corporation
except that the president may not hold the office of secretary, and provided
further that a person who holds more than one office may not act in more than
one capacity to execute, acknowledge or verify an instrument required by law to
be executed, verified or acknowledged by more than one officer. The chairman of
the board shall be chosen from among the directors of the Corporation and may
hold such office only so long as he continues to be a director. No other officer
need be a director.
Section 5.03. RESIGNATION: Any officer may resign his office at any
time by delivering a written resignation to the board of directors, the
president, the secretary, or any assistant secretary. Unless otherwise specified
therein, such resignation shall take effect upon delivery.
8
<PAGE>
Section 5.04. REMOVAL: Any officer may be removed from office whenever
in the board's judgment the best interest of the Corporation will be served
thereby, by the vote of a majority of the board of directors given at the
regular meeting or any special meeting called for such purpose. In addition, any
officer or agent appointed in accordance with the provisions of Section 5.11
hereof may be removed, either with or without cause, by any officer upon whom
such power of removal shall have been conferred by the board of directors.
Section 5.05. VACANCIES AND NEWLY CREATED OFFICES: If any vacancy shall
occur in any office by reason of death, resignation, removal, disqualification
or other cause, or if any new office shall be created, such vacancies or newly
created offices may be filled by the board of directors at any regular or
special meeting or, in the case of any office created pursuant to Section 5.11
hereof, by any officer upon whom such power shall have been conferred by the
board of directors.
Section 5.06. CHAIRMAN OF THE BOARD: The chairman of the board, if
there be such an officer, shall be the senior officer of the Corporation, shall
preside at all stockholders' meetings and at all meetings of the board of
directors and may be EX OFFCIO a member of all committees of the board of
directors. He shall have such other powers and perform such other duties as may
be assigned to him from time to time by the board of directors.
Section 5.07. PRESIDENT: The president shall be the chief executive
officer of the Corporation and, in the absence of the chairman of the board or
if no chairman of the board has been chosen, he shall preside at all
stockholders' meetings and at all meetings of the board of directors and shall
in general exercise the powers and perform the duties of the chairman of the
board. Subject to the supervision of the board of directors, he shall have
general charge of the business, affairs and property of the Corporation and
general supervision over its officers, employees and agents. Except as the board
of directors may otherwise order, he may sign in the name and on behalf of the
Corporation all deeds, bonds, contracts or agreements. He shall exercise such
other powers and perform such other duties as from time to time may be assigned
to him by the board of directors.
Section 5.08. VICE PRESIDENT: The board of directors may from time to
time designate and elect one or more vice presidents who shall have such powers
and perform such duties as from time to time may be assigned to them by the
board of directors or the president. At the request or in the absence or
disability of the president, the vice president (or, if there are two or more
vice presidents, then the senior of the vice presidents present and able to act)
may perform all the duties of the president and, when so acting, shall have all
the powers of and be subject to all the restrictions upon the president.
Section 5.09. TREASURER AND ASSISTANT TREASURERS: The treasurer shall
be the principal financial and accounting officer of the Corporation and shall
have general charge of the finances and books of account of the Corporation.
Except as otherwise provided by the board of directors, he shall have general
supervision of the funds and property of the Corporation and of the performance
by the custodian of its duties with respect thereto. He shall render to the
board of directors, whenever directed by the board, an account of the financial
9
<PAGE>
condition of the Corporation and of all his transactions as treasurer and as
soon as possible after the close of each financial year he shall make and submit
to the board of directors a like report for such financial year. He shall
perform all the acts incidental to the office of treasurer, subject to the
control of the board of directors.
Any assistant treasurer may perform such duties of the treasurer as the
treasurer or the board of directors may assign, and, in the absence of the
treasurer, may perform all the duties of the treasurer.
Section 5.10. SECRETARY AND ASSISTANT SECRETARIES: The secretary shall
attend to the giving and serving of all notices of the Corporation and shall act
as secretary at, and record all proceedings of, the meetings of the stockholders
and directors in the books to be kept for that purpose. He shall keep in safe
custody the seal of the Corporation, and shall have charge of the records of the
Corporation, including the stock books and such other books and papers as the
board of directors may direct and such books, reports, certificates and other
documents required by law to be kept, all of which shall at all reasonable times
be open to inspection by any director. At every meeting of the stockholders, he
shall receive and take charge of and/or canvass all proxies and/or ballots, and
shall decide all questions touching the qualification of voters, the validity of
proxies and the acceptance or rejection of votes. He shall perform such other
duties as appertain to his office or as may be required by the board of
directors.
Any assistant secretary may perform such duties of the secretary as the
secretary or the board of directors may assign, and, in the absence of the
secretary, may perform all the duties of the secretary.
Section 5.11. SUBORDINATE OFFICERS: The board of directors from time to
time may appoint such other officers or agents as it may deem advisable, each of
whom shall have such title, hold office for such period, have such authority and
perform such duties as the board of directors may determine. The board of
directors from time to time may delegate to one or more officers or agents the
power to appoint any such subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and duties.
Section 5.12. REMUNERATION: The salaries or other compensation of the
officers of the Corporation shall be fixed from time to time by resolution of
the board of directors, except that the board of directors may by resolution
delegate to any person or group of persons the power to fix the salaries or
other compensation of any subordinate officers or agents appointed in accordance
with the provisions of Section 5.11 hereof.
Section 5.13. SURETY BONDS: The board of directors may require any
officer or agent of the Corporation to execute a bond (including, without
limitation, any bond required by the Investment Company Act of 1940, as amended,
and the rules and regulations of the Securities and Exchange Commission) to the
Corporation in such sum and with such surety or sureties as the board of
directors may determine, conditioned upon the faithful performance of his duties
to the Corporation, including responsibility for negligence and for the
accounting of any of the Corporation's property, funds or securities that may
come into his hands.
10
<PAGE>
ARTICLE VI
CUSTODY OF SECURITIES
Section 6.01. EMPLOYMENT OF A CUSTODIAN: The Corporation shall place
and at all times maintain in the custody of a custodian (including any
sub-custodian for the custodian) all funds, securities and similar investments
owned by the Corporation. The custodian (and any sub-custodian) shall be a bank
or similar financial institution having not less than $2,000,000 aggregate
capital, surplus and undivided profits and shall be appointed from time to time
by the board of directors, which shall fix its remuneration.
Section 6.02. ACTION UPON TERMINATION OF CUSTODIAN AGREEMENT: Upon
termination of a custodian agreement or inability of the custodian to continue
to serve, the board of directors shall promptly appoint a successor custodian,
but in the event that no successor custodian can be found who has the required
qualifications and is willing to serve, the board of directors shall call as
promptly as possible a special meeting of the stockholders to determine whether
the Corporation shall function without a custodian or shall be liquidated. If so
directed by vote of theholders of a majority of the outstanding shares of stock
of the Corporation, the custodian shall deliver and pay over all property of the
Corporation held by it as specified in such vote.
Section 6.03. PROVISIONS OF CUSTODIAN CONTRACT: The following
provisions shall apply to the employment of a custodian and to any contract
entered into with the custodian so employed:
The board of directors shall cause to be delivered to the
custodian all securities owned by the Corporation or to which it may
become entitled, and shall order the same to be delivered by the
custodian only in completion of a sale, exchange, transfer, pledge, or
other disposition thereof, all as the board of directors may generally
or from time to time require or approve or to a successor custodian;
and the board of directors shall cause all funds owned by the
Corporation or to which it may become entitled to be paid to the
custodian, and shall order the same disbursed only for investment
against delivery of the securities acquired, or in payment of expenses,
including management compensation, and liabilities of the Corporation,
including distributions to shareholders, or to a successor custodian.
Section 6.04. OTHER ARRANGEMENTS: The Corporation may make such other
arrangements for the custody of its assets (including deposit arrangements) as
may be required by any applicable law, rule or regulation.
ARTICLE VII
EXECUTION OF INSTRUMENTS, VOTING OF SECURITIES
Section 7.01. GENERAL: Subject to the provisions of Sections 5.07, 6.02
and 8.03 hereof, all deeds, documents, transfers, contracts, agreements and
other instruments requiring execution by the Corporation shall be signed by the
11
<PAGE>
president or a vice president and by the treasurer or secretary or an assistant
treasurer or an assistant secretary, or as the board of directors may otherwise,
from time to time, authorize. Any such authorization may be general or confined
to specific instances.
Section 7.02. CHECKS, NOTES, DRAFTS, ETC.: So long as the Corporation
shall employ a custodian to keep custody of the cash and securities of the
Corporation, all checks and drafts for the parent of money by the Corporation
may be signed in the name of the Corporation by the custodian. Except as
otherwise authorized by the board of directors, all requisitions or orders for
the assignment of securities standing in the name of the custodian or its
nominee, or for the execution of powers to transfer the same, shall be signed in
the name of the Corporation by the president or a vice president and by the
treasurer or an assistant treasurer. Promissory notes, checks or drafts payable
to the Corporation may be endorsed only to the order of the custodian or its
nominee and only by the treasurer or president or a vice president or by such
other person or persons as shall be authorized by the board of directors.
Section 7.03. VOTING OF SECURITIES: Unless otherwise ordered by the
board of directors, the president or any vice president shall have full power
and authority on behalf of the Corporation to attend and to act and to vote, or
in the name of the Corporation to execute proxies to vote, at any meeting of
stockholders of any company in which the Corporation may hold stock. At any such
meeting such officer shall possess and may exercise (in person or by proxy) any
and all rights, powers and privileges incident to the ownership of such stock.
The board of directors may by resolution from time to time confer like powers
upon any other person or persons.
ARTICLE VIII
CAPITAL STOCK
Section 8.01. CERTIFICATES OF STOCK:
(a) Certificates of each series of stock ("Series") of the Corporation
shall be in the form approved by the board of directors, signed in the name of
the Corporation by the president or any vice president and by the treasurer or
any assistant treasurer or the secretary or any assistant secretary, sealed with
the seal of the Corporation and certifying the number and kind of shares owned
by him in the Corporation. Such signatures and seal may be a facsimile and may
be mechanically reproduced thereon. The certificates containing such facsimiles
shall be valid for all intents and purposes.
(b) In case any officer who shall have signed any such certificate, or
whose facsimile signature has been placed thereon, shall cease to be such an
officer (because of death, resignation or otherwise) before such certificate is
issued, such certificate may be issued and delivered by the Corporation with the
same effect as if he were such officer at the date of issue.
12
<PAGE>
(c) The number of each certificate issued, the name of the person
owning the shares represented thereby, the number of such shares and the date of
issuance shall be entered upon the stock books of the Corporation at the time of
issuance.
(d) Every certificate exchanged, surrendered for redemption or
otherwise returned to the Corporation shall be marked "Cancelled" with the date
of cancellation.
Section 8.02. TRANSFER OF CAPITA1 STOCK:
(a) Transfers of shares of any Series of the Corporation shall
be made on the books of the Corporation by the holder of record thereof
(in person or by his attorney thereunto duly authorized by a power of
attorney duly executed in writing and filed with the secretary of the
Corporation) (i) if a certificate or certificates have been issued,
upon the surrender of the certificate or certificates, properly
endorsed or accompanied by proper instruments of transfer, representing
such shares, or (ii) as otherwise prescribed by the board of directors.
(b) The Corporation shall be entitled to treat the holder of
record of any share of stock as the absolute owner thereof for all
purposes, and accordingly shall not be bound to recognize any legal,
equitable or other claim or interest in such share on the part of any
other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by the statutes of the
State of Maryland.
Section 8.03. TRANSFER AGENTS AND REGISTRARS: The board of directors
may, from time to time, appoint or remove transfer agents or registrars of
transfers of shares of any Series of the Corporation, and it may appoint the
same person as both transfer agent and registrar. Upon any such appointment
being made, all certificates representing shares of any Series of the
Corporation thereafter issued shall be countersigned by one of such transfer
agents or by one of such registrars of transfers or by both and shall not be
valid unless so countersigned. If the same person shall be both transfer agent
and registrar, only one countersignature by such person shall be required.
Section 8.04. TRANSFER REGULATIONS: Except as provided in the Articles
of Incorporation, the shares of any Series of the Corporation may be freely
transferred, subject to the charging of customary transfer fees, and the board
of directors may, from time to time, adopt rules and regulations with reference
to the method of transfer of the shares of any Series of the Corporation.
Section 8.05. FIXING OF RECORD DATE: The board of directors may fix in
advance a date as a record date for the determination of the stockholders
entitled to notice of or to vote at any stockholders' meeting or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or to receive payment of any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action; provided that
such record date shall be a date not more than 90 nor less than 10 days prior to
the date on which the particular action requiring such determination of
stockholders of record will be taken.
13
<PAGE>
Section 8.06. LOST, STOLEN OR DESTROYED CERTIFICATES: Before issuing a
new certificate for stock of the Corporation alleged to have been lost, stolen
or destroyed, the board of directors or any officer authorized by the board may,
in its discretion, require the owner of the lost, stolen or destroyed
certificate (or his legal representative) to give the Corporation a bond or
other indemnity, in such form and in such amount as the board or any such
officer may direct and with such surety or sureties as may be satisfactory to
the board or any such officer, sufficient to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.
ARTICLE IX
FISCAL YEAR, ACCOUNTANT
Section 9.01. FISCAL YEAR: The fiscal year of the Corporation shall,
unless otherwise ordered by the board of directors, be twelve calendar months
beginning on the 1st day of November in each year and ending on the 31st day of
the following October.
Section 9.02. ACCOUNTANT:
(a) The Corporation shall employ an independent certified public
accountant or firm of independent certified public accountants as its accountant
to examine the accounts of the Corporation and to sign and certify financial
statements filed by the Corporation. The accountant's certificates and reports
shall be addressed both to the board of directors and to the stockholders.
(b) A majority of the members of the board of directors who are not
interested persons (as such term is defined in the Investment Company Act of
1940, as amended) of the Corporation shall select the accountant at any meeting
held within 30 days before or after the beginning of the fiscal year of the
Corporation or before the annual stockholders' meeting in that year. Such
selection shall be submitted for ratification or rejection at the next
succeeding stockholders' meeting, when and if such meeting is held. If such
meeting shall reject such selection, the accountant shall be selected by
majority vote of the Corporation's outstanding voting securities, either at the
meeting at which the rejection occurred or at a subsequent meeting of
stockholders called for the purpose.
(c) Any vacancy occurring between meetings, due to the death or
resignation of the accountant, may be filled by a majority of the members of the
board of directors who are not such interested persons.
14
<PAGE>
ARTICLE X
INDEMNIFICATION AND INSURANCE
Section 10.01. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS. (a) Subject to the exceptions and limitations contained in subsection
(b) of this Section 10.01:
(i) every person who is, or has been a director, officer,
employee or agent of the Corporation or who is serving, or has served
at the request of the Corporation as a direct or, officer, employee or
agent of another corporation, partnership, joint venture, trust, or
enterprise (hereinafter referred to as a "Covered Person") shall be
indemnified by the appropriate Series to the fullest extent permitted
by law against liability and against all expenses reasonably lincurred
or paid by him in connection with any claim, action, suit or proceeding
in which he becomes involved as a party or otherwise by virtue of his
being or having been a Covered Person and against amounts paid or
incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding"
shall apply to all claims, actions, suits or proceedings (civil,
criminal or other, including appeals), actual or threatened while in
office or thereafter, and the words "liability" and "expenses" shall
include, without limitation, attorneys' fees, costs, judgments, amounts
paid in settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Covered Person:
(i) who shall have been adjudicated by a court or body before
which the proceeding was brought (A) to be liable to the Corporation or
its Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct
of his office or (B) not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Corporation; or
(ii) in the event of a settlement, unless there has been a
determination that such Covered Person did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office,
(A) by the court or other body approving the
settlement;
(B) by at least a majority of those Directors who are
neither interested persons of the Corporation nor are parties
to the matter based upon a review of readily available facts
(as opposed to a full trial-typeinquiry): or
(C) by written opinion of independent legal counsel
based upon a review of readily available facts (as opposed to
a full trial--type inquiry);
15
<PAGE>
provided, however, that any stockholder may, by appropriate legal proceedings,
challenge any such determination by the Directors, or by independent counsel.
Section 10.02. INSURANCE OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS:
The Corporation may purchase and maintain insurance on behalf of any Covered
Person against any liability asserted against him and incurred by him in any
such capacity or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability.
The Corporation may not acquire or obtain a contract for insurance that
protects or purports to protect any Covered Person against any liability to the
Corporation or its shareholders to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of his office.
Section 10.03. ADVANCING OF EXPENSES: Expenses in connection with the
preparation and presentation of a defense to any claim, action, suit or
proceeding of the character described in paragraph (a) of Section 10.01 may be
paid by the appropriate Series from time to time prior to final disposition
thereof upon receipt of an undertaking by or on behalf of such Covered Person
that such amount will be paid over by him to the appropriate Series if it is
ultimately determined that he is not entitled to indemnification under Section
10.01; provided, however, that either (a) such Covered Person shall have
provided appropriate security for such undertaking, (b) the Corporation is
insured against losses arising out of any such advance payments or (c) either a
majority of the Directors who are neither interested persons of the Corporation
nor parties to the matter, or independent legal counsel in a written opinion,
shall have determined, based upon a review of readily available facts (as
opposed to a full trial-type inquiry), that there is reason to believe that such
Covered Person will be found entitled to indemnification under Section 10.01.
ARTICLE XI
AMENDMENTS
Section 11.01. GENERAL: Except as provided in Section 11.02 hereof, all
By-Laws of the Corporation, whether adopted by the board of directors or the
stockholders, shall be subject to amendment, alteration or repeal, and new
By-Laws may be made, by the affirmative vote of a majority of either:
(a) the holders of record of the outstanding shares of stock of the
Corporation entitled to vote, at any meeting, the notice or waiver of notice of
which shall have specified or summarized the proposed amendment, alteration,
repeal or new By-Law; or
(b) the directors, at any regular or special meeting the notice or
waiver of notice of which shall have specified or summarized the proposed
amendment, alteration, repeal or new By-Law.
16
<PAGE>
Section 11.02. BY STOCKHOLDERS ONLY:
(a) No amendment of any section of these By-laws shall be made except
by the stockholders of the Corporation if the By-laws provide that such section
may not be amended, altered or repealed except by the stockholders.
(b) From and after the issue of any shares of the Capital Stock of the
Corporation, no amendment of this Article XI shall be made except by the
stockholders of the Corporation.
END OF BY-LAWS
17
AMENDED
EXHIBIT A
<TABLE>
<CAPTION>
CONTINUATION
INVESTMENT PORTFOLIO INVESTMENT MANAGEMENT FEE DATE
- -------------------- ------------------------- ------------
<S> <C> <C>
Dreyfus Money Market Reserves 0.50% April 4, 1998
Dreyfus U.S. Treasury Reserves 0.50% April 4, 1998
Dreyfus Municipal Reserves 0.50% April 4, 1998
Dreyfus Disciplined Stock Fund 0.90% April 4, 1998
Dreyfus Premier Limited Term Income Fund 0.60% April 4, 1998
Dreyfus Institutional Prime Money Market Fund 0.15% April 4, 1998
Dreyfus Institutional Government Money Market Fund 0.15% April 4, 1998
Dreyfus Institutional U.S. Treasury Money Market Fund 0.15% April 4, 1998
Dreyfus Institutional S&P 500 Stock Index Fund 0.20% April 4, 1998
Dreyfus Disciplined Midcap Stock Fund 1.10% April 4, 1998
Dreyfus Premier Balanced Fund 1.00% April 4, 1998
Dreyfus Bond Market Index Fund 0.40% April 4, 1998
Dreyfus Disciplined Equity Income Fund 0.90% April 4, 1998
Dreyfus Premier Small Company Stock Fund 1.25% April 4, 1998
Dreyfus International Equity Allocation Fund 1.25% April 4, 1998
Dreyfus Disciplined Intermediate Bond Fund 0.55% April 4, 1998
Dreyfus Premier Large Company Growth Fund 1.00% April 4, 1999
</TABLE>
EXHIBIT A
REAPPROVAL REAPPROVAL
NAME OF SERIES DATE DAY
Dreyfus Disciplined Stock Fund April 4, 1998 April 4th
Dreyfus Disciplined Midcap Stock Fund April 4, 1998 April 4th
Dreyfus Institutional S&P 500 Stock Index Fund April 4, 1998 April 4th
Dreyfus Disciplined Equity Income Fund April 4, 1998 April 4th
Dreyfus Bond Market Index Fund April 4, 1998 April 4th
Dreyfus International Equity Allocation Fund April 4, 1998 April 4th
Dreyfus Money Market Reserves April 4, 1998 April 4th
Dreyfus U.S. Treasury Reserves April 4, 1998 April 4th
Dreyfus Municipal Reserves April 4, 1998 April 4th
Dreyfus Institutional Prime Money Market Fund April 4, 1998 April 4th
Dreyfus Institutional U.S. Treasury Money Market Fund April 4, 1998 April 4th
Dreyfus Institutional Government Money Market Fund April 4, 1998 April 4th
Dreyfus Premier Balanced Fund April 4, 1998 April 4th
Dreyfus Premier Small Company Stock Fund April 4, 1998 April 4th
Dreyfus Premier Limited Term Income Fund April 4, 1998 April 4th
Dreyfus Disciplined Intermediate Bond Fund April 4, 1998 April 4th
Dreyfus Premier Large Company Growth Fund April 4, 1999 April 4th
EXHIBIT A
THE DREYFUS/LAUREL FUNDS, INC.
INVESTOR SHARES:
Dreyfus Disciplined Midcap Stock Fund
Dreyfus Disciplined Equity Income Fund
Dreyfus Bond Market Index Fund
Dreyfus International Equity Allocation Fund
Dreyfus Money Market Reserves
Dreyfus U.S. Treasury Reserves
Dreyfus Municipal Reserves
Dreyfus Disciplined Intermediate Bond Fund
CLASS A SHARES:
Dreyfus Premier Balanced Fund
Dreyfus Premier Small Company Stock Fund
Dreyfus Premier Limited Term Income Fund
Dreyfus Premier Large Company Growth Fund
AMENDED
EXHIBIT A
Dreyfus Premier Balanced Fund (equity Fund)
Dreyfus Premier Small Company Stock Fund (equity Fund)
Dreyfus Premier Limited Term Income Fund (bond Fund)
Dreyfus Premier Large Company Growth Fund (equity Fund)
AMENDED
EXHIBIT A
Dreyfus Premier Balanced Fund
Dreyfus Premier Small Company Stock Fund
Dreyfus Premier Limited Term Income Fund
Dreyfus Premier Large Company Growth Fund
EXHIBIT I
The Dreyfus/Laurel Funds, Inc. -
Dreyfus Premier Balanced Fund
Dreyfus Premier Small Company Stock Fund
Dreyfus Premier Large Company Growth Fund
SCHEDULE A
DREYFUS PREMIER LARGE COMPANY GROWTH FUND
FRONT-END SALES CHARGE -- CLASS A SHARES -- The public offering price for Class
A shares shall be the net asset value per share of that Class plus a sales load
as shown below:
TOTAL SALES LOAD
---------------------------
AMOUNT OF TRANSACTION AS OF % OF AS OF % OF
OFFERING NET ASSET
PRICE PER VALUE PER
SHARE SHARE
---------- ----------
Less than $50,000.......................... 5.75 6.10
$50,000 to less than $100,000.............. 4.50 4.70
$100,000 to less than $250,000............. 3.50 3.60
$250,000 to less than $500,000............. 2.50 2.60
$500,000 to less than $1,000,000........... 2.00 2.00
$1,000,000 or more......................... -0- -0-
DREYFUS PREMIER BALANCED FUND
DREYFUS PREMIER SMALL COMPANY STOCK FUND
FRONT-END SALES CHARGE -- CLASS A SHARES -- Effective December 1, 1996, the
public offering price for Class A shares, except as set forth below, shall be
the net asset value per share of that Class plus a sales load as shown below:
TOTAL SALES LOAD
---------------------------
AMOUNT OF TRANSACTION AS OF % OF AS OF % OF
OFFERING NET ASSET
PRICE PER VALUE PER
SHARE SHARE
---------- ----------
Less than $50,000.......................... 5.75 6.10
$50,000 to less than $100,000.............. 4.50 4.70
$100,000 to less than $250,000............. 3.50 3.60
$250,000 to less than $500,000............. 2.50 2.60
$500,000 to less than $1,000,000........... 2.00 2.00
$1,000,000 or more......................... -0- -0-
<PAGE>
FRONT-END SALES CHARGE -- CLASS A SHARES -- SHAREHOLDERS BENEFICIALLY OWNING
SHARES ON NOVEMBER 30, 1996 -- For shareholders who beneficially owned Class A
shares held in a Fund account in November 30, 1996, the public offering price
for Class A shares shall be the net asset value per share of that Class plus a
sales load as shown below:
TOTAL SALES LOAD
---------------------------
AMOUNT OF TRANSACTION AS OF % OF AS OF % OF
OFFERING NET ASSET
PRICE PER VALUE PER
SHARE SHARE
---------- ----------
Less than $50,000.............................. 4.50 4.70
$50,000 to less than $100,000.................. 4.00 4.20
$100,000 to less than $250,000................. 3.00 3.10
$250,000 to less than $500,000................. 2.50 2.60
$500,000 to less than $1,000,000............... 2.00 2.00
$1,000,000 or more............................. -0- -0-
DREYFUS PREMIER BALANCED FUND
DREYFUS PREMIER LARGE COMPANY GROWTH FUND
DREYFUS PREMIER SMALL COMPANY STOCK FUND
CONTINGENT DEFERRED SALES CHARGE -- CLASS A SHARES -- A CDSC of 1% shall be
assessed at the time of redemption of Class A shares purchased without an
initial sales charge as part of an investment of at least $1,000,000 and
redeemed within one year after purchase. The terms contained in Schedule B
pertaining to the CDSC assessed on redemptions of Class B shares (other than the
amount of the CDSC and its time periods), including the provisions for waiving
the CDSC, shall be applicable to the Class A shares subject to a CDSC. Letter of
Intent and Right of Accumulation shall apply to such purchases of Class A
shares.
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Mark A. Karpe, Elizabeth
Bachman, Marie E. Connolly, Richard W. Ingram and John E. Pelletier, and each of
them, with full power to act without the other, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her, and in his or her name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments to the
Registration Statement for The Dreyfus/Laurel Funds, Inc. (including
post-effective amendments and amendments thereto), and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Ruth Marie Adams /s/ Kenneth A. Himmel
- --------------------------- -------------------------
Ruth Marie Adams Kenneth A. Himmel
/s/ Francis P. Brennan /s/ Arch S. Jeffery
- --------------------------- -------------------------
Francis P. Brennan Arch S. Jeffery
/s/ Joseph S. DiMartino /s/ Stephen J. Lockwood
- --------------------------- -------------------------
Joseph S. DiMartino Stephen J. Lockwood
/s/ James M. Fitzgibbons /s/ John J. Sciullo
- --------------------------- -------------------------
James M. Fitzgibbons John J. Sciullo
/s/ J. Tomlinson Fort /s/ Roslyn M. Watson
- --------------------------- -------------------------
J. Tomlinson Fort Roslyn M. Watson
/s/ Arthur L. Goeschel
- ---------------------------
Arthur L. Goeschel
Dated: October 24, 1996
