File Nos. 811-5270
33-16338
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. 56 [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 56 [ 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)
_X__ 75 days after filing pursuant to paragraph (a)(2)(or on an earlier
date as specified in a letter for Request of Acceleration dated
November 3, 1997)
____ on (date) 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.
<PAGE>
DREYFUS PREMIER TAX MANAGED 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
DREYFUS PREMIER LARGE COMPANY GROWTH FUND
Items in
Part A of Prospectus
Form N-1A Caption Caption
- -------- ------- ----------
1 Cover Page Cover Page
2 Synopsis Expense Summary
3 Condensed Financial Not Applicable
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
ii
<PAGE>
DREYFUS PREMIER TAX MANAGED 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
- --------- ------- -------------------
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
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 Other Services and Management 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
Securities Being Offered Plans; Redemption of
Shares; Determination
of Net Asset Value
20 Tax Status Dividends, Other
Distributions and
Taxes
iii
<PAGE>
DREYFUS PREMIER TAX MANAGED 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
- --------- ------- -------------------
21 Underwriters Purchase of Shares;
Distribution and Service
Plans
22 Calculation of Performance Information
Performance Data
23 Financial Statements To Be Filed By Amendment
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-4
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-4
30 Location of Accounts and Records C-10
31 Management Services C-10
32 Undertakings C-10
iv
<PAGE>
- --------------------------------------------------------------------------------
Prospectus November 4,1997
DREYFUS PREMIER TAX MANAGED GROWTH FUND
- --------------------------------------------------------------------------------
Dreyfus Premier Tax Managed 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 seeks
long-term capital appreciation consistent with minimizing realized capital gains
and taxable current income. The Fund seeks to achieve its investment objective
by investing principally in a portfolio of diversified common stocks of
companies that offer above average potential for appreciation in market value
and using certain techniques to enhance after-tax return for shareholders by
minimizing the taxes they incur in connection with the Fund's investment income
and realized capital gains.
By this Prospectus, the Fund is offering four Classes of shares -- Class
A, Class B, Class C and Class T -- 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." Dreyfus has engaged Fayez Sarofim & Co.
("Sarofim") to serve as the Fund's sub-investment adviser and provide day-to-day
management of the Fund's investments. Dreyfus and Sarofim are referred to
collectively as the "Advisers".
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").
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
- -----------------
Expense Summary.............................................................. 3
Alternative Purchase Methods................................................. 4
Description of the Fund...................................................... 5
Management of the Fund....................................................... 8
How to Buy Shares............................................................ 9
Shareholder Services......................................................... 14
How to Redeem Shares......................................................... 17
Additional Information About Purchases, Exchanges, and Redemptions........... 20
Distribution and Service Plans .............................................. 20
Dividends, Other Distributions and Taxes.................................... 21
Performance Information...................................................... 23
General Information.......................................................... 24
2
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<TABLE>
<CAPTION>
EXPENSE SUMMARY
CLASS A CLASS B CLASS C CLASS T
------- ------- ------- -------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)..... 5.75% None None 4.50%
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) 1.10% 1.10% 1.10% 1.10%
Management Fees .................. .25% 1.00% 1.00% .50%
12b-1 Fees(1)..................... .00% .00% .00% .00%
---- ---- ---- ----
Other Expenses(2)................. 1.35% 2.10% 2.10% 1.60%
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 T
------- ------- ------- -------
1 YEAR.............................. $70 $61/$21** $31/$21** $61
3 YEARS............................. $98 $96/$66** $66 $93
- -------------------
* A contingent deferred sales charge of 1% may be assessed on certain
redemptions of Class A and Class T 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" and "How to Buy Shares - Class T Shares."
** Assuming no redemption of shares.
(1) See "Distribution and Service Plans" for a description of the Fund's
Distribution Plans and Service Plan.
(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.")
</TABLE>
________________________________________________________________________________
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 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," "How to
Redeem Shares" and "Distribution and Service Plans."
The Company understands that Agents may charge fees to their clients who
are owners of the Fund's 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. Each Class of shares is sold
primarily to clients of Agents that have entered into Agreements with the
Distributor.
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 and Service 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%, and 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 and Service Plans -- Service Plan -- Class B, Class C and Class T
Shares" and "Distribution and Service Plans Distribution Plan -- Class B and
Class 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 and Class T. 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 Directors 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 other
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 and Service Plans
- -- Service Plan -- Class B, Class C and Class T Shares" and "Distribution and
Service Plans - Distribution Plan -- Class B and Class 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 and Class T.
Class T shares are sold at net asset value per share plus a maximum initial
sales charge of 4.50% of the public offering price imposed at the time of
purchase. The initial sales charge may be reduced or waived for certain
purchases. See "How to Buy Shares -- Class T Shares." These shares are subject
to an annual service fee at the rate of .25 of 1%, and an annual distribution
fee at the rate of .25 of 1%, of the value of the average daily net assets of
Class T. See "Distribution and Service Plans-- Service Plan Class B, Class C and
Class T Shares" and "Distribution and Service Plans Distribution Plan -- Class T
Shares." The distribution and service fees paid by Class T will cause such Class
to have a higher expense ratio and to pay lower dividends than Class A.
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, or the accumulated distribution fee, service fee and
4
<PAGE>
initial sales charge on Class T shares, purchased at the same time, and to what
extent, if any, such differential would be offset by the return of Class A and
Class T, respectively. You may also want to consider whether, during the
anticipated life of your investment in the Fund, the accumulated distribution
fee, service fee, and initial sales charge on Class T shares would be less than
the accumulated distribution fee and higher initial sales charge on Class A
shares purchased at the same time, and to what extent, if any, such differential
could 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 and the accumulated distribution fee, service fees and initial sales
charge on Class T shares may exceed the accumulated distribution fee and initial
sales charge on Class A shares during the life of the investment. 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 will be most appropriate for investors who invest $1,000,000 or
more in Fund shares, and Class A and Class T shares will not be appropriate for
investors who invest less than $50,000 in Fund shares.
DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE
The Fund seeks long-term capital appreciation consistent with minimizing
realized capital gains and taxable current income. The objective is not
fundamental. There can be no assurance that the Fund's investment objective will
be achieved. The Fund is not a tax-exempt fund and may be expected to earn and
distribute taxable income and to realize and distribute capital gains from time
to time.
MANAGEMENT POLICIES
The Fund invests in a diversified portfolio of common stocks of companies
that Sarofim believes offer above average potential for appreciation in market
value. During periods which the Fund's management judges to be of market
strength, the Fund acts aggressively to increase shareholders' capital by
investing principally in common stocks of domestic and foreign issuers and
common stocks with warrants attached. The Fund will seek investment
opportunities in generally larger capitalization companies (those with market
capitalizations exceeding $500 million) that Sarofim believes have the potential
to experience above average and predictable earnings growth. The Fund also will
be alert to those foreign and domestic issuers that it considers undervalued by
the stock market in terms of current earnings, assets or growth prospects. These
companies will include those that management believes have new or innovative
products, services or processes which can enhance prospects for growth in future
earnings. The Fund may invest up to 10% of the value of its assets in securities
of foreign companies that are not publicly traded in the United States. Other
than in periods of anticipated market weakness, the Fund will invest at least
80% of its net assets in common stocks.
The Fund seeks to minimize realized capital gains and taxable investment
income for investors while providing long-term growth of capital. In an effort
to minimize the impact of taxes on an investor's investment in the Fund, the
Fund emphasizes investments in equities of high-quality companies and employs a
long-term, low portfolio turnover investment approach. As part of the Fund's tax
managed investment approach, the Fund invests in securities with relatively low
yields. The Fund also invests in companies with meaningful share repurchase
programs as a means of returning excess cash to shareholders. When selling
portfolio securities, the Fund, when advisable, will select for sale those
shares with the highest cost basis to the Fund in order to minimize capital
gains. In certain cases, the highest cost shares may produce a short-term
capital gain. Since net short-term capital gains are taxed at higher rates than
net long-term capital gains, the highest cost shares with a long-term holding
period (at least one year or, if feasible, at least 18 months) may be selected
if the realization of capital gains is sufficiently small. Similarly, the Fund,
when advisable, will sell under-performing securities to realize capital losses
that may be used to offset realized capital gains from the sale of securities in
other transactions.
5
<PAGE>
Due to the Fund's tax managed investment approach, the Fund may be expected
to provide only a nominal or relatively low level of taxable income as compared
to a traditionally managed mutual fund. Accordingly, the Fund is designed for
long-term investors with little or no need for investment income. Conversely,
the Fund is not designed for, and may not be suitable for, investors such as
qualified pension, profit-sharing and other tax-deferred retirement plans, or
individual retirement accounts ("IRAs"), whose income is not subject to current
Federal income taxation.
Because of the Fund's tax managed investment approach, which is designed to
minimize realized capital gains and taxable investment income, it is anticipated
that the annual portfolio turnover rate for the Fund will generally not exceed
15%, and will exceed 25% only in the event of extraordinary market conditions.
High rates 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. In addition, a high 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. Nevertheless, securities transactions for the Fund will be based
only upon investment considerations and will not be limited by other
considerations when the Advisers deem it appropriate to make changes in the
Fund's portfolio securities.
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, bankers' acceptances and time deposits, Eurodollar
Certificates of Deposit ("ECDs"), Yankee Certificates of Deposit ("Yankee CDs")
and Eurodollar Time Deposits ("ETDs"); (3) commercial paper; (4) short-term
corporate obligations rated at least Baa by Moody's Investors Service, Inc.
("Moody's"), or BBB by Standard & Poor's Rating Services, a division of the
McGraw-Hill Companies, Inc. ("Standard & Poor's"), or, if unrated, of comparable
quality as determined by the Advisers; (5) short-term, investment grade
municipal obligations; and (6) 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 prudent and orderly
fashion of bonds whose ratings drop below these minimum ratings.
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 Sarofim 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 or
short-term debt obligations.
INVESTMENT TECHNIQUES AND CERTAIN PORTFOLIO SECURITIES
In connection with its investment objective and policies, the Fund may employ
the following investment techniques or invest in the following instruments,
among others:
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. Securities of foreign
issuers may present certain additional risks. See "Foreign Securities."
BANK OBLIGATIONS. The Fund may purchase bankers' acceptances,
certificates of deposit, time deposits, and other short-term obligations
issued by domestic banks, foreign subsidiaries or foreign branches of
domestic banks, domestic and foreign branches of foreign banks, domestic
savings and loan associations and other banking institutions. Included among
such obligations are ECDs, Yankee CDs, and ETDs. 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
6
<PAGE>
and held in the United States. ECDs, ETDs and Yankee CDs are subject to
somewhat different risks than are the obligations of domestic banks or
issuers in the United States. See "Foreign Securities."
BORROWING. The Fund is permitted to borrow to the extent permitted under the
Investment Company Act of 1940, as amended ("1940 Act"), which permits an
investment company to borrow in an amount up to 33-1/3% of the value of its
total assets. The Fund currently intends to borrow money only for temporary or
emergency (not leveraging) purposes, in an amount up to 15% of the value of its
total assets (including the money borrowed) valued at the lesser of cost or
market, less liabilities (not including the amount borrowed) at the time the
borrowing is made. While borrowings exceed 5% of the Fund's total assets, the
Fund will not make any additional investments.
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, or Duff 1 by Duff & Phelps, Inc.
FOREIGN SECURITIES. The Fund may purchase securities of foreign issuers and
may invest in obligations of foreign branches of domestic banks and domestic
branches of foreign banks. Investment in foreign securities presents certain
risks, including those resulting from fluctuations in currency exchange rates,
revaluation of currencies, adverse political and economic developments and the
possible imposition of currency exchange blockages or other foreign governmental
laws or restrictions, reduced availability of public information concerning
issuers, and the fact that foreign issuers are not generally subject to uniform
accounting, auditing and financial reporting standards or to other regulatory
practices and requirements comparable to those applicable to domestic issuers.
Moreover, securities of many foreign issuers may be less liquid and their prices
more volatile than those of comparable domestic issuers. In addition, with
respect to certain foreign countries, there is the possibility of expropriation,
confiscatory taxation and limitations on the use of removal of funds or other
assets of the Fund, including withholding of dividends. Foreign securities may
be subject to foreign government taxes that would reduce the return on such
securities.
ILLIQUID SECURITIES. The Fund may invest up to 15% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment objective.
Such securities may include securities that are not readily marketable, such as
certain securities that are subject to legal or contractual restrictions on
resale and certain privately negotiated, non-exchange traded options and
securities used to cover such options. As to these securities, the Fund is
subject to a risk that should the Fund desire to sell them when a ready buyer is
not available at a price the Fund deems representative of their value, the value
of the Fund's net assets could be adversely affected.
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 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, 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, Freddie Mac or other
instrumentalities.
7
<PAGE>
USE OF DERIVATIVES. The Fund may invest, to a limited extent, in derivatives
("Derivatives"). These are financial instruments which derive their performance,
at least in part, from the performance of an underlying asset, index or interest
rate. While Derivatives can be used effectively in furtherance of the Fund's
investment objective, under certain market conditions, they can increase the
volatility of the Fund's net asset value, decrease the liquidity of the Fund's
portfolio and make more difficult the accurate pricing of the Fund's portfolio.
Derivatives may entail investment exposures that are greater than their cost
would suggest, meaning that a small investment in Derivatives could have a large
potential impact on the Fund's performance. If the Fund invests in Derivatives
at inappropriate times or judges market conditions incorrectly, such investments
may lower the Fund's return or result in a loss. The Fund also could experience
losses if it were unable to liquidate its position because of an illiquid
secondary market. The market for many Derivatives is, or suddenly can become,
illiquid. Changes in liquidity may result in significant, rapid and
unpredictable changes in the prices for Derivatives. See "Investment Objective
and Management Policies - Management Policies -- Derivatives" in the SAI.
The Derivatives the Fund may use include options. The Fund may write (i.e.,
sell) covered call option contracts to the extent of 20% of the value of its net
assets at the time such option contracts are written. A call option gives the
purchaser of the option the right to buy, and obligates the writer to sell, the
underlying security at the exercise price at any time during the option period.
A covered call option sold by the Fund, which is a call option with respect to
which the Fund owns the underlying security, exposes the Fund during the term of
the option to possible loss of opportunity to realize appreciation in the market
price of the underlying security or to possible continued holding of a security
which might otherwise have been sold to protect against depreciation in the
market price of the security.
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
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
ADVISERS -- 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
September 30, 1997, Dreyfus managed or administered approximately $93 billion in
assets for approximately 1.7 million investor accounts nationwide.
Dreyfus supervises and assists in the overall management of the Fund's
affairs under an Investment Management Agreement with the Fund, subject to the
authority of the Company's Board in accordance with Maryland law.
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 $286 billion in assets as of June 30, 1997, including
approximately $94 billion in proprietary mutual fund assets. As of June 30,
1997, Mellon, through various subsidiaries, provided non-investment services,
such as custodial or administration services, for more than $1.306 trillion in
assets, including approximately $63 billion in mutual fund assets.
Dreyfus has engaged Sarofim, located at Two Houston Center, Suite 2907,
Houston, Texas 77010, to serve as the Fund's sub-investment adviser. Sarofim, a
registered investment adviser, was formed in 1958. As of [March 31], 1997,
Sarofim managed approximately [$33.4] billion in assets for [three] other
registered investment companies and provided investment advisory services to
discretionary accounts having aggregate assets of approximately $[5] billion.
Sarofim, subject to the supervision and approval of Dreyfus, provides
investment advisory assistance and the day-to-day management of the Fund's
investments, as well as investment research and statistical information, under a
Sub-Investment Advisory Agreement with Dreyfus, subject to the overall authority
of the Company's Board in accordance with Maryland law.
8
<PAGE>
The Fund's primary portfolio manager is Fayez Sarofim. Mr. Sarofim
founded Fayez Sarofim & Co. in 1958. The Fund's other portfolio managers are
identified in the SAI. Dreyfus and Sarofim also provide research services
for the Fund and for other funds advised by Dreyfus or Sarofim, respectively,
through a professional staff of portfolio managers and securities analysts.
Under the Investment Management Agreement, the Fund has agreed to pay Dreyfus
a monthly fee at the annual rate of 1.10 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.
Under the Sub-Investment Advisory Agreement, Dreyfus has agreed to pay
Sarofim, out of the fee received by Dreyfus from the Fund, an annual fee of .30
of 1% of the value of the Fund's average daily net assets, payable monthly.
In addition, each Class of shares is subject to certain Rule 12b-1
distribution and shareholder servicing fees. See "Distribution and Service
Plans."
Dreyfus may pay the Distributor for shareholder services from Dreyfus' own
assets, including past profits but not including the management fee paid by the
Fund. The Distributor may use part or all of such payments to pay Agents in
respect of these services.
In allocating brokerage transactions, 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 or Sarofim 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, Sarofim
or Mellon 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, Class B, Class C and Class T 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.
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.
9
<PAGE>
The minimum initial investment is $1,000. Subsequent investments must be at
least $100. The minimum initial investment for Dreyfus-sponsored self-employed
individual retirement plans ("Keogh Plans"), IRAs, simplified employee pension
plans ("SEP-IRAs") and custodial accounts under Section 403(b)(7) of the
Internal Revenue Code of 1986, as amended ("Code") ("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. HOWEVER, THE FUND IS NOT DESIGNED FOR, AND MAY NOT BE
SUITABLE FOR, INVESTORS SUCH AS IRAS AND RETIREMENT PLANS, WHOSE INCOME IS NOT
SUBJECT TO CURRENT FEDERAL INCOME TAXATION. 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.
You may purchase Fund shares by check or wire, or through the TELETRANSFER
Privilege described below. Checks should be made payable to "The Dreyfus Family
of Funds," or if for Dreyfus retirement plan accounts, to "The Dreyfus Trust
Company, Custodian." Payments which are mailed should be sent to Dreyfus Premier
Tax Managed 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
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 #044350/Dreyfus Premier Tax Managed 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 Builder(R)
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 "4500" for Class A shares, "4510" for Class B shares,
"4520" for Class C shares, and "4530" for Class T 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"). Shares of funds in the
Dreyfus Family of Funds then held by Eligible Benefit Plans will be aggregated
to determine the fee payable. 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.
10
<PAGE>
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
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 Transfer Agent or other
agent in proper form before such close of business are effective on, and will
receive the public offering 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 public offering 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. For certain institutions that have entered into Agreements with the
Distributor, payment for the purchase of Fund shares may be transmitted, and
must be received by the Transfer Agent, within three business days after the
order is placed. If such payment is not received within three business days
after the order is placed, the order may be canceled and the institution could
be held liable for resulting fees and/or losses.
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 $50,000................. 5.75 6.10 5.00
$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-
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<PAGE>
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 Distributor may pay Agents an amount up to 1% of the
NAV of Class A shares purchased by their clients that are subject to a CDSC. 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
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 are 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 Premier Family of Funds
or 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 that
Section).
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 T SHARES -- The public offering price for Class T shares is the NAV of
that class plus a sales load as shown below:
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<PAGE>
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 $50,000.................. 4.50 4.70 4.00
$50,000 to less than $100,000...... 4.00 4.20 3.50
$100,000 to less than $250,000..... 3.00 3.10 2.50
$250,000 to less than $500,000..... 2.00 2.00 1.75
$500,000 to less than $1,000,000... 1.50 1.50 1.25
$1,000,000 or more................. -0- -0- -0-
There is no initial sale charge on purchases of $1,000,000 or more of Class T
shares. However, if you purchase Class T 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 Distributor may pay Agents an amount up to 1% of the
NAV of Class T shares purchased by their clients that are subject to a CDSC. 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 T shares subject to a CDSC. Letter of Intent and Right
of Accumulation apply to such purchases of Class T shares. BECAUSE THE EXPENSES
ASSOCIATED WITH CLASS A SHARES WILL BE LOWER THAN THOSE ASSOCIATED WITH CLASS T
SHARES, PURCHASERS INVESTING $1,000,000 OR MORE IN THE FUND WILL GENERALLY FIND
IT BENEFICIAL TO PURCHASE CLASS A SHARES RATHER THAN CLASS T SHARES.
DEALER REALLOWANCES -- The dealer reallowance provided with respect to Class
A and Class T shares 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 inventives to dealers that sell shares of funds advised by Dreyfus
which are sold with a sales load, such as Class A and Class T 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.
RIGHT OF ACCUMULATION - CLASS A AND CLASS T SHARES -- Reduced sales loads
apply to any purchase of Class A and Class T 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 and Class T 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 or Class T
shares of the Fund, respectively, 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 in the case of Class A shares, or 4.00%
of the offering price in the case of Class T shares. All present holdings of
Eligible Funds may be combined to determine the current offering price of the
aggregate investment in ascertaining the sales load applicable to each
subsequent purchase.
To qualify for reduced sales loads, at the time of 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.
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<PAGE>
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.
The exchange privileges offered by the Fund are not intended as a vehicle for
short-term trading. Excessive exchange activity may interfere with portfolio
management and the Fund's tax managed investment approach, and may have an
adverse effect on the Fund's shareholders. Accordingly, the Fund reserves the
right to revise or terminate any exchange privilege, limit the amount or the
number of exchanges, or reject any exchange or group of exchanges. See
"Additional Information About Purchases, Exchanges and Redemptions."
FUND EXCHANGES
Clients of certain Agents may purchase, in exchange for shares of a Class,
shares of the same Class (or Class A in the case of Class T) 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.
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 Touch(R) 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
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 or Class T 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 or Class T 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
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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 FUND IS TREATED FOR
FEDERAL INCOME TAX PURPOSES AS A SALE OF THE SHARES EXCHANGED. 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 (or Class A in the case of Class T) 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. 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 or Class T 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 Tax Managed 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 FUND IS TREATED FOR FEDERAL INCOME TAX
PURPOSES AS A SALE OF THE SHARES EXCHANGED. 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.
DREYFUS-AUTOMATIC ASSET BUILDER(R)
Dreyfus-AUTOMATIC Asset Builder permits you to purchase Fund shares (minimum
of $50 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 Tax Managed 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.
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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
(or Class A in the case of Class T) 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 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 Tax Managed 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.
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 or Class T 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 and Class T shares
where the sales load is imposed concurrently with withdrawals of Class A shares
and Class T shares generally are undesirable.
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LETTER OF INTENT -- CLASS A AND CLASS T 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 or Class T shares, as applicable, 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 or Class T
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
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 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(R) 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 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.
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
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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 Amount
Purchase Payment Invested or Redemption
Was Made Proceeds
- ---------------- ----------------------
First.............................................. 4.00
Second............................................. 4.00
Third.............................................. 3.00
Fourth............................................. 3.00
Fifth.............................................. 2.00
Sixth.............................................. 1.00
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
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assets or otherwise, (d) a distribution following retirement under a
tax-deferred retirement plan or upon attaining age 70 1/2 in the case of an IRA
or Keogh Plan or 403(b)(7) Plan, 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 Fund shares by using the regular redemption
procedure through the Transfer Agent, or, 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, through the
TELETRANSFER Privilege. If you are a client of a Selected Dealer, you may redeem
shares 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 held under Keogh Plans, IRAs or other retirement plans, and 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 Touch(R) 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,
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 Tax Managed 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 request by telephone that redemption
proceeds (minimum $500 per day) be transferred between your Fund account and
your bank account. Only a bank 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.
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.
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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
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, Class B or Class T 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 Fund Exchanges ("Reinvestment
Privilege"). Upon reinvestment, with respect to Class B shares, or Class A or
Class T 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 shares reinvested. The Reinvestment Privilege may be exercised
only once.
ADDITIONAL INFORMATION ABOUT PURCHASES, EXCHANGES AND REDEMPTIONS
The Fund is intended to be a long-term investment vehicle and is not designed
to provide investors with a means of speculation on short-term market movements.
A pattern of frequent purchases and exchanges can be disruptive to efficient
portfolio management and, consequently, can be detrimental to the Fund's
performance and its shareholders. Accordingly, if the Fund's management
determines that an investor is following a market-timing strategy or is
otherwise engaging in excessive trading, the Fund, with or without prior notice,
may temporarily or permanently terminate the availability of Fund Exchanges, or
reject in whole or part any purchase or exchange request, with respect to such
investor's account. Such investors also may be barred from purchasing other
funds in the Dreyfus Family of Funds. Generally, an investor who makes more than
four exchanges out of the Fund during any calendar year or who makes exchanges
that appear to coincide with a market-timing strategy may be deemed to be
engaged in excessive trading. Accounts under common ownership or control will be
considered as one account for purposes of determining a pattern of excessive
trading. In addition, the Fund may refuse or restrict purchase or exchange
requests by any person or group if, in the judgment of the Fund's management,
the Fund would be unable to invest the money effectively in accordance with its
investment objective and policies or could otherwise be adversely affected or if
the Fund receives or anticipates receiving simultaneous orders that may
significantly affect the Fund (E.G., amounts equal to 1% or more of the Fund's
total assets). If an exchange request is refused, the Fund will take no other
action with respect to the shares until it receives further instructions from
the investor. The Fund may delay forwarding redemption proceeds for up to seven
days if the investor redeeming shares is engaged in excessive trading or if the
amount of the redemption request otherwise would be disruptive to efficient
portfolio management or would adversely affect the Fund. The Fund's policy on
excessive trading applies to investors who invest in the Fund directly or
through financial intermediaries, but does not apply to the Dreyfus
Auto-Exchange Privilege, to any automatic investment or withdrawal privilege
described herein, or to non-IRA retirement plan accounts.
During time of drastic economic or market conditions, the Fund may suspend
the Exchange Privilege temporarily without notice and treat exchange requests
based on their separate components - redemption orders with a simultaneous
request to purchase the other fund's shares. In such a case, the redemption
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<PAGE>
request would be processed at the Fund's next determined net asset value but the
purchase order would be effective only at the net asset value next determined
after the fund being purchased receives the proceeds of the redemption, which
may result in the purchase being delayed.
DISTRIBUTION AND SERVICE 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, Class C and Class T shares are
subject to a Service Plan and a Distribution Plan, each adopted pursuant to Rule
12b-1. 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. Potential investors should read this Prospectus in light of
the terms governing Agreements with their Agents. The fees payable under the
Distribution and Service Plans are payable without regard to actual expenses
incurred. The Fund and the Distributor may suspend or reduce payments under the
Distribution and Service Plans, as applicable, at any time, and payments are
subject to the continuation of the Fund's Plans and the Agreements described
above. From time to time, the Agents, the Distributor and the Fund may
voluntarily agree to reduce the maximum fees payable under any of the Plans. See
the SAI for more details on the Distribution and Service Plans.
DISTRIBUTION PLAN -- CLASS A SHARES -- The Class A shares of the Fund bear
some of the cost of selling those shares under a Distribution Plan (the "Class A
Plan"). The Class A 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
Class A 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.
SERVICE PLAN -- CLASS B, CLASS C AND CLASS T SHARES -- 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,
Class C and Class T shares a fee at the annual rate of .25 of 1% of the value of
the average daily net assets of Class B, Class C and Class T, respectively. 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 shareholder account maintenance.
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, Class
C and Class T shares. The Distributor may pay one or more Agents in respect of
services for these Classes of shares. The Distributor determines the amounts, if
any, to be paid to Agents under the Service Plan and the basis on which such
payments are made.
DISTRIBUTION PLAN - CLASS B AND CLASS 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,
respectively.
DISTRIBUTION PLAN - CLASS T SHARES -- Under a Distribution Plan adopted
pursuant to Rule 12b-1, the Fund pays the Distributor for distributing the
Fund's Class T shares at an aggregate annual rate of .25 of 1% of the value of
the average daily net assets of Class T. The Distributor may pay one or more
Agents in respect of advertising, marketing and other distribution services for
Class T shares, and determines the amounts, if any, to be paid to Agents and the
basis on which such payments are made.
DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES
The Fund seeks to minimize realized capital gains and taxable investment
income and manages its portfolio transactions accordingly. See "Description
of the Fund - Management Policies."
The Fund annually declares and pays dividends from its net investment income,
if any, and distributions of its net realized capital gains, if any, 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 and other distributions 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 T shares, which will in turn
receive lower per share dividends than Class A shares, because of the higher
expenses borne by the relevant Classes. 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 capital 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 net 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. 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.
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 other distributions will
be mailed to you annually. You also will receive periodic summaries of your
account that will include information as to dividends and distributions from net
capital gain, if any, paid during the year. The annual tax notice and periodic
account summaries you receive designate the portions of capital gain
distributions that are subject to (1) the 20% maximum rate of tax (10% for
investors in the 15% marginal tax bracket) enacted by the Taxpayer Relief Act of
1997 ("Tax Act"), which applies to non-corporate taxpayers' net capital gain on
securities and other capital assets held for more than 18 months, and (2) the
28% maximum tax rate, applicable to such gain on capital assets held for more
than one year and up to 18 months (which, prior to enactment of the Tax Act,
applied to all such gain on capital assets held for more than one year).
The Code provides for the "carryover" of some or all of the sales load
imposed on Class A and Class T shares if (1) a shareholder redeems those shares
or exchanges those shares for shares of another fund advised or administered by
Dreyfus within 90 days of purchase and (2) in the case of a redemption, acquires
other Fund Class A or Class T 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 these
cases, the amount of the sales load charged on the purchase of the original
Class A or Class T 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
shares acquired 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
22
<PAGE>
the time the participant reaches age 59 1/2, 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 1/2 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
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.
The Fund must withhold and remit to the U.S. Treasury ("backup withholding")
31% of dividends, capital gain distributions and redemption proceeds, regardless
of the extent to which gain or loss may be realized, paid to an individual or
certain other non-corporate shareholders if such shareholder fails to certify
that the TIN furnished to the Fund is correct. Backup withholding at that rate
also is required from dividends and capital gain distributions payable to such a
shareholder if (1) that shareholder fails to certify that he or she has not
received notice from the IRS of being subject to backup withholding as a result
of a failure properly to report taxable dividend or interest income on a Federal
income tax return or (2) the IRS notifies the Fund to institute backup
withholding because the IRS determines that the shareholder's TIN is incorrect
or that the shareholder has failed properly to report such income.
A TIN is either the Social Security number, IRS individual taxpayer
identification 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 in November, 1997, there is no past
performance information available for the Fund.
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 T, which, in turn should be lower than that of Class
A. 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
and Class T) 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 and Class T 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 or Class
T shares which, if reflected, would reduce the performance quoted.
Performance will vary from time to time and past results are not necessarily
representative of future results. 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.
23
<PAGE>
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 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
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 T. 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, Class C or Class T 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.
24
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- --------------------------------------------------------------------------------
DREYFUS PREMIER TAX MANAGED GROWTH FUND
CLASS A, CLASS B, CLASS C AND CLASS T 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 Tax Managed 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. Dreyfus has engaged Fayez Sarofim & Co. ("Sarofim") to serve as the
Fund's sub-investment adviser and to provide day-to-day management of the
Fund's investments, subject to the supervision of Dreyfus. Dreyfus and Sarofim
are referred to collectively as the "Advisers."
Premier Mutual Fund Services, Inc. (the "Distributor") is the distributor
of the Fund's shares.
TABLE OF CONTENTS
PAGE
Investment Objective and Management Policies...................... B-2
Management of the Fund............................................ B-7
Management Agreement.............................................. B-14
Purchase of Shares................................................ B-15
Distribution and Service Plans.................................... B-17
Redemption of Shares.............................................. B-19
Shareholder Services.............................................. B-20
Determination of Net Asset Value.................................. B-23
Dividends, Other Distributions and Taxes.......................... B-24
Portfolio Transactions............................................ B-26
Performance Information........................................... B-28
Information About the Fund........................................ B-29
Transfer and Dividend Disbursing Agent, Custodian, Counsel and
Independent Auditors............................................ B-29
Financial Reports................................................. B-30
Appendix.......................................................... B-31
<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
- --------------------
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, the Advisers 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.
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.
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, (b) the right of the issuer to borrow an
B-2
<PAGE>
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). 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.
ILLIQUID SECURITIES. When purchasing securities that have not been
registered under the Securities Act of 1933, and are not readily marketable, the
Fund will endeavor to obtain the right to registration at the expense of the
issuer. Generally, there will be a lapse of time between the Fund's decision to
sell any such security and the registration of the security permitting the sale.
During any such period, the price of the securities will be subject to market
fluctuations. However, where a substantial market of qualified institutional
buyers develops for certain of these securities purchased by the Fund pursuant
to Rule 144A under the Securities Act of 1933, the Fund intends to treat such
securities as liquid securities in accordance with procedures approved by the
Company's Board. Because it is not possible to predict with assurance how the
market for restricted securities will develop, the Company's Board has directed
the Advisers to monitor carefully the Fund's investments in such securities with
particular regard to trading activity, availability of reliable price
information and other relevant information. To the extent that, for a period of
time, qualified institutional buyers cease purchasing restricted securities
pursuant to Rule 144A, the Fund's investing in such securities may have the
effect of increasing the level of illiquidity in the Fund's investments during
such period.
MUNICIPAL OBLIGATIONS. Municipal obligations generally include debt
obligations issued to obtain funds for various public purposes as well as
certain industrial development bonds issued by or on behalf of public
authorities. Municipal obligations are classified as general obligation bonds,
revenue bonds and notes. General obligation bonds are secured by the issuer's
pledge of its faith, credit and taxing power for the payment of principal and
interest. Revenue bonds are payable from the revenue derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a
special excise or other specific revenue source, but not from the general taxing
power. Industrial development bonds, in most cases, are revenue bonds that
generally do not carry the pledge of the credit of the issuing municipality, but
generally are guaranteed by the corporate entity on whose behalf they are
issued. Notes are short-term instruments which are obligations of the issuing
municipalities or agencies and are sold in anticipation of a bond sale,
collection of taxes or receipt of other revenues. Municipal obligations include
municipal lease/purchase agreements which are similar to installment purchase
contracts for property or equipment issued by municipalities.
B-3
<PAGE>
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.
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.
MANAGEMENT POLICIES
- -------------------
The Fund may engage in the following practices in furtherance of its
investment objective:
DERIVATIVES. The Fund may invest in Derivatives (as defined in the Fund's
Prospectus) for a variety of reasons, including to hedge certain market risks,
to provide a substitute for purchasing or selling particular securities or to
increase potential income gain. Derivatives may provide a cheaper, quicker or
more specifically focused way for the Fund to invest than "traditional"
securities would.
Derivatives can be volatile and involve various types and degrees of risk,
depending upon the characteristics of the particular Derivative and the
portfolio as a whole. Derivatives permit the Fund to increase or decrease the
level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as the Fund can increase or decrease the level of
risk, or change the character of the risk, of its portfolio by making
investments in specific securities.
When required by the Securities and Exchange Commission ("SEC"), the Fund
will set aside permissible liquid assets in a segregated account to cover its
obligations relating to its transactions in Derivatives. To maintain this
required cover, the Fund may have to sell portfolio securities at
disadvantageous prices or times since it may not be possible to liquidate a
Derivative position at a reasonable price. Derivatives may be purchased on
established exchanges or through privately negotiated transactions referred to
as over-the-counter Derivatives. Exchange-traded Derivatives generally are
guaranteed by the clearing agency which is the issuer or counterparty to such
Derivatives. This guarantee usually is supported by a daily payment system
(i.e., variation margin requirements) operated by the clearing agency in order
to reduce overall credit risk. As a result, unless the clearing agency defaults,
there is relatively little counterparty credit risk associated with Derivatives
purchased on an exchange. By contrast, no clearing agency guarantees
over-the-counter Derivatives. Therefore, each party to an over-the-counter
Derivative bears the risk that the counterparty will default. Accordingly, the
Advisers will consider the creditworthiness of counterparties to
B-4
<PAGE>
over-the-counter Derivatives in the same manner as it would review the credit
quality of a security to be purchased by the Fund. Over-the-counter Derivatives
are less liquid than exchange-traded Derivatives since the other party to the
transaction may be the only investor with sufficient understanding of the
Derivative to be interested in bidding for it.
OPTIONS--IN GENERAL. The Fund may write (I.E., sell) call options with
respect to specific securities. A call option gives the purchaser of the option
the right to buy, and obligates the writer to sell, the underlying security or
securities at the exercise price at any time during the option period, or at a
specific date.
A covered call option written by the Fund is a call option with respect to
which the Fund owns the underlying security or otherwise covers the transaction
by segregating cash or other securities. The principal reason for writing
covered call options is to realize through the receipt of premiums, a greater
return than would be realized on the underlying securities alone. The Fund
receives a premium from writing covered call options which it retains whether or
not the option is exercised.
There is no assurance that sufficient trading interest to create a liquid
secondary market on a securities exchange will exist for any particular option
or at any particular time, and for some options no such secondary market may
exist. A liquid secondary market in an option may cease to exist for a variety
of reasons. In the past, for example, higher than anticipated trading activity
or order flow, or other unforeseen events, at times have rendered certain of the
clearing facilities inadequate and resulted in the institution of special
procedures, such as trading rotations, restrictions on certain types of order or
trading halts or suspensions in one or more options. There can be no assurance
that similar events, or events that may otherwise interfere with the timely
execution of customers' orders, will not recur. In such event, it might not be
possible to effect closing transactions in particular options. If, as a covered
call option writer, the Fund is unable to effect a closing purchase transaction
in a secondary market, it will not be able to sell the underlying security until
the option expires or it delivers the underlying security upon exercise or it
otherwise covers its position.
Successful use by the Fund of options will be subject to the Advisers'
ability to predict correctly movements in the prices of individual stocks or the
stock market generally. To the extent the Advisers' predictions are incorrect
the Fund may incur losses.
MASTER/FEEDER OPTION. 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. 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
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<PAGE>
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 costs 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 Investment
Company Act of 1940 ("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, and securities of other investment companies)
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).
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.
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<PAGE>
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.
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,
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<PAGE>
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").
DIRECTORS OF THE COMPANY
- ------------------------
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.
o+JOSEPH S. DIMARTINO, Director of the Company. Since January 1995, Mr.
DiMartino has served as Chairman of the Board for various funds in the
Dreyfus Family of Funds. He is also Chairman of the Board of Noel Group,
Inc., a venture capital company, and Staffing Resources, Inc., a temporary
placement agency. Mr. DiMartino also serves as a Director of the Muscular
Dystrophy Association, HealthPlan Services Corporation, a provider of
marketing, administrative and risk management services to health and other
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<PAGE>
benefit programs, Carlyle Industries, Inc. (formerly Belding Heminway,
Inc.), a button purchaser and distributor, and Curtis Industries, Inc., a
national distributor of security products, chemicals and automotive and
other hardware. Mr. DiMartino is also a Board member of 152 other 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. For more than five years prior to
January 1995, he was President, a director and, until August 24, 1994,
Chief Operating Officer of Dreyfus and Executive Vice President and a
director of Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, and until August 24, 1994, the Fund's distributor. 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; Director, Calgon Carbon
Corporation; Director, Cerex Corporation; Director, National Picture
Frame Corporation; former Chairman of the Board and Director, Rexene
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.
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.
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<PAGE>
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.
- ------------------------------
* "Interested person" of the Company, as defined in the 1940 Act.
o Member of the Audit Committee.
+ Member of the Nominating Committee.
OFFICERS OF THE COMPANY
- -----------------------
#MARIEE. CONNOLLY, President and Treasurer of the Company. President, Chief
Executive Officer, Chief Compliance Officer and a director of the
Distributor and Funds Distributor, Inc., the ultimate parent of which is
Boston Institutional Group, Inc. She is 40 years old.
#JOHN E. PELLETIER, Vice President and Secretary of the Company. Senior Vice
President, General Counsel, Secretary and Clerk of the Distributor and
Funds Distributor, Inc. From February 1992 to July 1994, he served as
Counsel for The Boston Company Advisors, Inc. He is 33 years old.
#RICHARD W. INGRAM, Vice President and Assistant Treasurer of the Company.
Executive Vice President of the Distributor and Funds Distributor,
Inc.. From March 1994 to November 1995, he was Vice President and
Division Manager for First Data Investor Services Group. From 1989 to
1994, he was Vice President, Assistant Treasurer and Tax Director -
Mutual Funds of TBC. He is 42 years old.
#MARY A. NELSON, Vice President and Assistant Treasurer of the Company. Vice
President of the Distributor and Funds Distributor, Inc.. From
September 1989 to July 1994, she was an Assistant Vice President and
Client Manager for TBC. She is 33 years old.
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<PAGE>
#MICHAEL S. PETRUCELLI, Vice President and Assistant Treasurer of the Company.
Senior Vice President of Funds Distributor, Inc. From December 1989
through November 1996, he was employed by GE Investments where he held
various financial, business development and compliance positions. He also
served as Treasurer of the GE Funds and as Director of GE Investment
Services. He is 36 years old.
#JOSEPH F. TOWER, III, Vice President and Assistant Treasurer of the Company.
Senior Vice President, Treasurer and Chief Financial Officer of the
Distributor and Funds Distributor, Inc. From July 1988 to August 1994, he
was employed by TBC where he held various management positions in the
Corporate Finance and Treasury areas. He is 35 years old.
#DOUGLAS C. CONROY, Vice President and Assistant Secretary of the Company.
Assistant Vice President of Funds Distributor, Inc. From April 1993 to
January 1995, he was a Senior Fund Accountant for Investors Bank &
Trust Company. From December 1991 to March 1993, he was employed as a
Fund Accountant at TBC. He is 28 years old.
#ELIZABETH A. KEELEY, Vice President and Assistant Secretary of the Company.
Vice President of the Distributor and Funds Distributor, Inc. She has
been employed by the Distributor since September 1995. She is 28 years
old.
#MARK A. KARPE, Vice President and Assistant Secretary of the Company.
Senior Paralegal of the Distributor. Prior to August 1993, he was
employed as an Associate Examiner at the National Association of
Securities Dealers, Inc. He is 28 years old.
- -----------------------------
# Officer also serves as an officer for other investment companies advised by
Dreyfus, including The Dreyfus/Laurel Funds Trust and The Dreyfus/Laurel
Tax-Free Municipal Funds.
The address of each officer of the Company is 200 Park Avenue, New York, New
York 10166.
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 October 31, 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 Sarofim (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 Trustees/Directors 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.
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<PAGE>
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:
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<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 152 mutual funds.
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<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 supervises and monitors the performance of Sarofim in making investment
decisions for the Fund based on the Fund's investment objective, policies and
restrictions. The Management Agreement was approved with respect to the Fund on
October 23, 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 (as defined in the 1940
Act) of the Company or Dreyfus and either a majority of all Directors or a
majority (as defined in the 1940 Act) of the shareholders of the Fund approve
its continuance. The Company may terminate the Management Agreement 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.
SUB INVESTMENT ADVISORY AGREEMENT. Sarofim provides investment advisory
assistance and day-to-day management of the Fund's investments pursuant to the
Sub-Investment Advisory Agreement (the "Sub-Advisory Agreement") dated October
23, 1997 between Sarofim and Dreyfus. The Sub-Advisory Agreement was approved by
the Company's Board, including a majority of the Board members who are not
"interested persons" of any party to the Sub-Advisory Agreement, at a meeting
held on October 23, 1997, and will continue in effect until April 4, 1999.
Thereafter, the Sub-Advisory Agreement will be subject to review and approval at
least annually by the Board of Directors.
B-14
<PAGE>
The Sub-Advisory Agreement will continue from year to year provided that a
majority of the Directors who are not interested persons (as defined in the 1940
Act) of the Company, Dreyfus, or Sarofim and either a majority of all Directors
or a majority (as defined in the 1940 Act) of the shareholders of the Fund
approve its continuance. The Sub-Advisory Agreement is terminable without
penalty (i) by Dreyfus on 60 days' notice, (ii) by the Company's Board or by
vote of the holders of a majority of the Fund's shares on 60 days' notice, or
(iii) by Sarofim on not less than 90 days' notice. The Sub-Advisory Agreement
will terminate automatically in the event of its assignment (as defined in the
1940 Act) or upon the termination of the Management Agreement for any reason.
The following persons are officers and/or directors of Sarofim: Fayez
S. Sarofim, Chairman of the Board and President: Raye G. White, Executive
Vice President, Secretary, Treasurer and a director; Russell M. Frankel,
Russell B. Hawkins, William K. McGee, Jr., Charles E. Sheedy and Ralph
Thomas, Senior Vice Presidents; and Nancy Daniel and James A. Reynolds, III,
Vice Presidents.
Sarofim provides day-to-day management of the Fund's investments in
accordance with the stated policies of the Fund, subject to the supervision of
Dreyfus and the approval of the Company's Board. Dreyfus and Sarofim provide the
Fund with portfolio managers who are authorized by the Company's Board to
execute purchases and sales of securities. The Fund's principal portfolio
manager is Fayez S. Sarofim, who is assisted by Russell B. Hawkins, Elaine Rees
and Christopher Sarofim. Dreyfus and Sarofim also maintain research departments
with professional staffs of portfolio managers and securities analysts who
provide research services for the Fund and other funds advised by Dreyfus and
Sarofim.
Under the Sub-Advisory Agreement, Dreyfus has agreed to pay Sarofim a
monthly fee at the annual rate set forth in the Fund's Prospectus.
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, funds in
the Dreyfus Family of Funds, and for certain other investment companies.
SALES LOADS -- CLASS A AND CLASS T. The scale of sales loads applies to
purchases of Class A and Class T 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
B-15
<PAGE>
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) .76
------
Per Share Offering Price to the Public $13.26
Set forth below is an example of the method of computing the offering
price of the Fund's Class T shares. The example assumes a purchase of Class T
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 - 4.50% of offering
price (4.70% of net asset value per share) .59
------
Per Share Offering Price to the Public $13.09
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. To
qualify to use the TELETRANSFER Privilege, the initial payment for purchase of
Fund shares must be drawn on, and redemption proceeds paid to, the same bank and
account as are designated on the Account Application or Shareholder Services
Form on file. If the proceeds of a particular redemption are to be wired to an
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<PAGE>
account at any other bank, the request must be in writing and
signature-guaranteed. See "Redemption of Shares - TELETRANSFER Privilege."
REOPENING AN ACCOUNT. An investor may reopen an account with a minimum
investment of $100 without filing a new Account Application during the calendar
year 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"
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 AND SERVICE
PLANS."
Class A, Class B, Class C and Class T 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.
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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"
(as defined in the 1940 Act) of the Company or the Distributor and who do not
have any direct or 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
October 23, 1997. The Class A Plan is terminable, as to the Fund's Class A
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.
SERVICE AND DISTRIBUTION PLANS -- CLASS B, CLASS C AND CLASS T 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, Class C and Class T 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, Class C and Class T 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 ("Class B and Class C Plan") and a
separate Distribution Plan pursuant to the Rule with respect to Class T shares
(the "Class T Plan"). The Company's Board of Directors believes that there is a
reasonable likelihood that the Service Plan, the Class B and Class C Plan and
the Class T Plan will benefit the Fund and the holders of Class B, Class C and
Class T shares.
A quarterly report of the amounts expended under the Service Plan, the
Class B and Class C Plan and the Class T Plan, and the purposes for which such
expenditures were incurred, must be made to the Directors for their review. In
addition, the Service Plan, the Class B and Class C Plan and the Class T Plan
provide that they may not be amended to increase materially the cost which
holders of Class B, Class C or Class T shares may bear pursuant to such plans
without the approval of the holders of the affected Class and that other
material amendments must be approved by the Board of Directors and by the
Directors who are not interested persons of the Company and have no direct or
indirect financial interest in the operation of the Plans or in any agreements
entered into in connection with the Plans, by vote cast in person at a meeting
called for the purpose of considering such amendments. The Service Plan, the
Class B and Class C Plan and the Class T Plan are subject to annual approval by
such vote of the Directors cast in person at a meeting called for the purpose of
voting on the Plan. The Service Plan with respect to Class B and Class C shares
and the Class B and Class C Plan were so approved by the Directors at a meeting
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held on January 31, 1997, and their applicability to the Fund was approved on
October 23, 1997. The Service Plan with respect to Class T shares and the Class
T Plan were approved for the Fund by the Directors at a meeting held on October
23, 1997. The Service Plan, the Class B and Class C Plan and the Class T 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 their
operation or in any agreements entered into in connection with them or by vote
of the holders of a majority (as defined in the 1940 Act) of Class B, Class C or
Class T shares, as applicable.
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
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 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
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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, except that Class T shares of the Fund may be exchanged for Class A
shares (or the equivalent) of such other funds. Shares of the same Class of such
funds purchased by exchange (or of Class A of such funds in the case of Class T
shares of the Fund) will be purchased on the basis of relative net asset value
per share as follows:
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
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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.
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
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
certain other funds in the Dreyfus Premier Family of Funds or the Dreyfus Family
of Funds, except that Class T shares of the Fund may be exchanged for Class A
shares (or the equivalent) of such other funds. This Privilege is available only
for existing accounts. Shares will be exchanged on the basis of relative net
asset value as described above under "Fund Exchanges." Enrollment in or
modification or cancellation of this Privilege is effective three business days
following notification by the investor. An investor will be notified if 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.
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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, Class
A and Class T shares to which a CDSC applies, and, 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 certain other funds in the Dreyfus Premier
Family of Funds or the Dreyfus Family of Funds of which the investor is a
shareholder, except that dividends and capital gain distributions, if any, on
Class T shares of the Fund may be invested in Class A shares (or the equivalent)
of such other funds. Shares of other funds purchased pursuant to this Privilege
will be purchased on the basis of relative net asset value per share as follows:
A. Dividends and distributions paid by a fund may be invested
without imposition of a sales load in shares of other funds that are
offered without a sales load.
B. Dividends and distributions paid by a fund which does not
charge a sales load may be invested in shares of other funds sold
with a sales load, and the applicable sales load will be deducted.
C. Dividends and distributions paid by a fund which charges a
sales load may be invested in shares of other funds sold with a
sales load (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.
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<PAGE>
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.
The minimum initial investment for corporate plans, Salary Reduction
Plans, 403(b)(7) Plans and SEP-IRAs with more than one participant, is $1,000
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.
AS NOTED IN THE PROSPECTUS, THE FUND IS NOT DESIGNED FOR, AND MAY NOT BE
SUITABLE FOR, INVESTORS SUCH AS QUALIFIED PENSION, PROFIT-SHARING AND OTHER
TAX-DEFERRED RETIREMENT PLANS, WHOSE INCOME IS NOT SUBJECT TO CURRENT FEDERAL
INCOME TAXATION.
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
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<PAGE>
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 are: New Year's Day, 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.
GENERAL. To qualify for treatment as a regulated investment company 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"), and (3) 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 December of any
year and payable to shareholders of record on a date in that month are deemed to
have been paid by the Fund and received by the shareholders on December 31 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.
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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, and gains
realized thereby, may be subject to income, withholding or other taxes imposed
by foreign countries and U.S. possessions that would reduce the yield and/or
total return 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.
PASSIVE FOREIGN INVESTMENT COMPANIES. The Fund may invest in the stock of
"passive foreign investment companies" ("PFICs"). A PFIC is a foreign
corporation -- other than a "controlled foreign corporation" (I.E., a foreign
corporation in which, on any day during its taxable year, more than 50% of the
total voting power of all voting stock therein or the total value of all stock
therein is owned, directly, indirectly, or constructively, by "U.S.
shareholders," defined as U.S. persons that individually own, directly,
indirectly, or constructively, at least 10% of that voting power) as to which
the Fund is a U.S. shareholder (effective for its taxable year beginning
November 1, 1998) -- that, in general, meets either of the following tests: (1)
at least 75% of its gross income is passive or (2) an average of at least 50% of
its assets produce, or are held for the production of, passive income. Under
certain circumstances, the Fund will be subject to federal income tax on a
portion of any "excess distribution" received on the stock of a PFIC or of any
gain on disposition of the stock (collectively "PFIC income"), plus interest
thereon, even if the Fund distributes the PFIC income as a dividend to its
shareholders. The balance of the PFIC income will be included in the Fund's
investment company taxable income and, accordingly, will not be taxable to it to
the extent that income is distributed to its shareholders.
If the Fund invests in a PFIC and elects to treat the PFIC as a "qualified
electing fund" ("QEF"), then in lieu of the foregoing tax and interest
obligation, the Fund would be required to include in income each year its PRO
RATA share of the QEF's annual ordinary earnings and net capital gain (the
excess of net long-term capital gain over net short-term capital loss) -- which
likely would have to be distributed by the Fund to satisfy the Distribution
Requirement and avoid imposition of the 4% excise tax mentioned in the
Prospectus under "Dividends, Other Distributions and Taxes" -- even if those
earnings and gain were not received by the Fund from the QEF. In most instances
it will be very difficult, if not impossible, to make this election because of
certain requirements thereof.
Effective for its taxable year beginning November 1, 1998, the Fund may
elect to "mark to market" its stock in any PFIC. "Marking-to-market," in this
context, means including in ordinary income each taxable year the excess, if
any, of the fair market value of a PFIC's stock over the Fund's adjusted basis
therein as of the end of that year. Pursuant to the election, the Fund also
would be allowed to deduct (as an ordinary, not capital, loss) the excess, if
any, of its adjusted basis in PFIC stock over the fair market value thereof as
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<PAGE>
of the taxable year-end, but only to the extent of any net mark-to-market gains
with respect to that stock included by the Fund for prior taxable years. The
Fund's adjusted basis in each PFIC's stock with respect to which it makes this
election will be adjusted to reflect the amounts of income included and
deductions taken under the election. Regulations proposed in 1992 would provide
a similar election with respect to the stock of certain PFICs.
OPTIONS TRANSACTIONS. Gains from options derived by the Fund with
respect to its business of investing in securities will qualify as
permissible income under the Income Requirement.
Ordinarily, gains and losses realized from portfolio transactions will be
treated as capital gains and losses. However, all or a portion of any gain
realized from engaging in "conversion transactions" that would otherwise be
treated as capital gain may be treated as ordinary income. "Conversion
transactions" are defined to include certain option and straddle transactions.
Under Section 1256 of the Code, any gain or loss realized by the Fund on
the exercise or lapse of , or closing transactions respecting, certain options
("Section 1256 Contracts") may be treated as 60% long-term capital gain or loss
and 40% short-term capital gain or loss. In addition, any Section 1256 Contracts
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. It is not entirely clear, as of the date of this SAI, whether
the 60% portion of that capital gain that is treated as long-term capital gain
will qualify for the reduced maximum tax rates on net capital gain enacted by
the Taxpayer Relief Act of 1997 ("Tax Act") -- 20% (10% for taxpayers in the 15%
marginal tax bracket) on capital assets held for more than 18 months -- instead
of the maximum rate in effect before that legislation, 28%, which now applies to
gain on capital assets held for more than one year but not more than 18 months.
Offsetting positions held by the Fund involving certain 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 Section 1256. 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 straddles by reason of its engaging in
certain options transactions, those straddles would be characterized as "mixed
straddles" if the options transactions comprising a part of those 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.
The Tax Act included constructive sale provisions that generally will
apply if the Fund either (1) holds an appreciated position (including a short
sale or option) with respect to stock, certain debt obligations or partnership
interests ("appreciated financial position") and then enters into a short sale
or offsetting notional principal contract (collectively, a "Contract")
respecting the same or substantially identical property or (2) holds an
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appreciated financial position that is a Contract and then acquires property
that is the same as, or substantially identical to, the underlying property. In
each instance, with certain exceptions, the Fund generally will be taxed as if
the appreciated financial position were sold at its fair market value on the
date the Fund enters into the financial position or acquires the property,
respectively. Transactions that are identified hedging or straddle transactions
under other provisions of the Code can be subject to the constructive sale
provisions.
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 a U.S. trade or business carried
on by the foreign shareholder, distributions of investment company taxable
income (including net short-term capital gain) generally will be subject to 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 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.
FOREIGN SHAREHOLDERS - EFFECTIVELY CONNECTED INCOME. If a foreign
shareholder's ownership of Fund shares is effectively connected with a U.S.
trade or business carried on by the 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
B-27
<PAGE>
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
Dreyfus assumes general supervision over placing orders on behalf of the
Fund for the purchase or sale of investment securities. 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 and Sarofim also place transactions for other accounts that
they provide 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
or Sarofim 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).
The receipt of research services from broker-dealers may be useful to
Dreyfus or Sarofim in rendering investment management services to the Fund
and/or their other clients; and, conversely, such information provided by
brokers or dealers who have executed transaction orders on behalf of other
clients of Dreyfus or Sarofim 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.
B-28
<PAGE>
The Company's Board of Directors periodically reviews the Advisers'
performance of their 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 the Advisers manage 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 or Sarofim. 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 Dreyfus as investment manager, and Sarofim as
sub-investment adviser, 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 dollar value 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."
As of October 31, 1997, the Fund had not commenced operations and,
accordingly, no financial or performance information is included at this time
for the Fund.
Performance information for the Fund may be compared, in reports and
promotional literature, to indexes including, but not limited to: (i) the
Standard & Poor's 500 Composite Stock Price Index, (ii) the Russell 1000 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,
B-29
<PAGE>
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; (v) discussions of the risk and reward potential of the securities
markets and its comparative performance in the overall securities markets; (vi)
information concerning the after-tax performance of the Fund, including
comparisons to the after-tax and pre-tax performance of other investment
vehicles and indexes and comparisons of after-tax and pre-tax performance of the
Fund to such other investments; and (vii) a discussion of portfolio management
strategy and/or portfolio composition.
From time to time, advertising materials for the Fund may refer to the
number of stocks analyzed by Dreyfus or Sarofim.
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 eighteen 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-30
<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.
KPMG Peat Marwick LLP, was appointed by the Directors to serve as the
Fund's independent auditors for the fiscal 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-31
<PAGE>
FINANCIAL REPORTS
Statement Of Assets And Liabilities November 3, 1997
Value
-----
ASSETS Cash $ 5,000,000
NET ASSETS Represented by paid-in-capital $ 5,000,000
Net Asset Value Per Share
-------------------------
Class A Class B Class C Class T
------- ------- ------- -------
Net Assets $3,500,000 $500,000 $500,000 $500,000
Shares Outstanding 280,00 40,000 40,000 40,000
NET ASSET VALUE PER SHARE $12.50 $12.50 $12.50 $12.50
NOTES TO STATEMENT OF ASSETS AND LIABILITIES
--------------------------------------------
The Dreyfus/Laurel Funds, Inc. is registered under the Investment
Company Act of 1940 as a diversified open-end management investment company and
operates as a series company currently offering seventeen series including the
Dreyfus Premier Tax Managed Growth Fund (the "Fund"). The Fund's investment
objective is long term capital appreciation consistent with minimizing realized
capital gains and taxable current income. The Dreyfus Corporation ("Dreyfus")
serves as the Fund's investment manager. Dreyfus is a direct subsidiary of
Mellon Bank, N.A. Dreyfus has engaged Fayez Sarofim & Co. to serve as the Fund's
sub-investment advisor.
Premier Mutual Fund Services, Inc. is the distributor of the Fund's
shares. The Fund is authorized to issue 25 billion shares of $0.001 par value
stock in the following classes of shares: Class A, Class B, Class C and Class T.
Class A and Class T shares are sold with a front-end sales charge, while Class B
and Class C shares are subject to a contingent deferred sales charge. Each class
of shares has identical rights and privileges, except with respect to
distribution and service fees and voting rights on matters affecting a single
class.
B-32
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
The Dreyfus/Laurel Funds, Inc.:
We have audited the accompanying statement of assets and liabilities of Dreyfus
Premier Tax Managed Growth Fund of The Dreyfus/Laurel Funds, Inc. as of November
3, 1997. This financial statement is the responsibility of the Fund's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
asusrance about whether the statement of assets and liabilities is free of
material misstatement. An audit of a statement of assets and liabilities
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of assets and liabilities. An audit of a statement
of assets and liabilities also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
statement of assets and liabilities presentation. We believe that our audit of
the statement of assets and liabilities provides a reasonable basis for our
opinion.
In our opinion, the statement of assets and liabilities referred to above
presents fairly, in all material respects, the financial position of Dreyfus
Premier Tax Managed Growth Fund of The Dreyfus/Laurel Funds, Inc. as of November
3, 1997 in conformity with generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
New York, New York
November 3, 1997
<PAGE>
APPENDIX
DESCRIPTION OF STANDARD & POOR'S, MOODY'S, FITCH AND DUFF RATINGS
CORPORATE BOND AND COMMERCIAL PAPER RATINGS
STANDARD & POOR'S ("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 RATINGS
An S&P commercial paper rating is a current assessment of the likelihood
of timely payment of debt having an original maturity of no more than 365 days.
Issues assigned an A rating are regarded as having the greatest capacity for
timely payment. Issues in this category are delineated with the numbers 1, 2 and
3 to indicate the relative degree of safety.
B-33
<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-34
<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 INVESTOR SERVICES, L.P. ("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 & PHELPS INC. ("DUFF & PHELPS")
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-35
<PAGE>
MUNICIPAL BOND, NOTE AND COMMERCIAL PAPER RATINGS
MOODY'S
BONDS. Aaa - judged to be of the "best quality" and are referred to as
"gilt edge"; interest payments are protected by a large or by an exceptionally
stable margin and principal is secure; Aa - judged to be "high quality by all
standards," but as to which margins of protection or other elements make
long-term risks appear somewhat larger than Aaa-rated Municipal Bonds; together
with Aaa group they comprise what are generally known as "high grade bonds"; A -
possess many favorable investment attributes and are considered "upper medium
grade obligations." Factors giving security to principal and interest of A-rated
Municipal Bonds are considered adequate, but elements may be present which
suggest a susceptibility to impairment sometime in the future; Baa - 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.
Moody's applies the numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through Baa to indicate ranking within a general rating
category; 1 being the highest and 3 the lowest.
NOTES. Moody's ratings for state and municipal notes and other short-term
obligations are designated Moody's Investment Grade ("MIG") and for variable
rate demand obligations are designated Variable Moody's Investment Grade
("VMIG"). This distinction recognizes the differences between short-term credit
risk and long-term risk. Symbols used will be as follows: MIG 1/VMIG 1 -best
quality, enjoying strong protection for established cash flows of funds for
their servicing or from established and broad-based access to the market for
refinancing, or both; MIG 2/VMIG 2 high quality, with margins of protection
ample although not so large as in the preceding group; MIG 3/VMIG 3 - favorable
quality, with all security elements accounted for but lacking the undeniable
strength of the preceding grades.
COMMERCIAL PAPER. PRIME-1 ("P-1") - judged to be the best quality. Their
short-term debt obligations carry the smallest degree of investment risk;
PRIME-2 - indicates a strong capacity for repayment, but to a lesser degree than
1.
S&P
BONDS. AAA - has the highest rating assigned by S&P, extremely strong
capacity to pay principal and interest; AA - has very strong capacity to pay
interest and repay principal and differs from the higher rated issues only in a
small degree; A - has a strong capacity to pay principal and interest, although
somewhat more susceptible to adverse changes in circumstances and economic
conditions; BBB - exhibits adequate protection parameters but adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity to pay principal and interest than for bonds in the A category. Ratings
B-36
<PAGE>
may be modified by the addition of a plus or minus sing to show relative
standing within the major rating categories, except in the AAA category.
NOTES SP-1 + -- very strong capacity to pay principal and interest, SP-1 -
strong capacity to pay principal and interest; SP-2 - satisfactory capacity to
pay principal and interest.
COMMERCIAL PAPER. A-1 + -- indicates an overwhelming degree of safety
regarding timely payment; A-1 - indicates a very strong degree of safety
regarding timely payment; A-2 - indicates a strong capacity for timely payment
but with a relative degree of safety not as overwhelming as for issues
designated A-1.
FITCH
COMMERCIAL PAPER. Fitch Investors Services, L.P. employs the rating F-1+
to indicate issues regarding as having the strongest degree of assurance for
timely payment. The rating F-1 reflects an assurance of timely payment only
slightly less in degree than issues rated F-1+, while the rating F-2 indicates a
satisfactory degree of assurance for timely payment, although the margin of
safety is not as great as indicated by the F-1+ and F-1 categories.
DUFF & PHELPS
COMMERCIAL PAPER. Duff & Phelps employs the designation of Duff 1 with
respect to top grade commercial paper and bank money instruments. Duff 1+
indicates the highest certainty of timely payment; short-term liquidity is
clearly outstanding, and safety is just below risk-free U.S. Treasury short-term
obligations. Duff 1- indicates high certainty of timely payment. Duff 2
indicates good certainty of timely payment; liquidity factors and company
fundamentals are sound.
Various of the nationally recognized statistical rating organizations
utilize rankings within rating categories indicated by a + or -. The Fund, in
accordance with industry practice, recognizes such rankings within categories as
graduations, viewing for example S&P's rating of A-1+ and A-1 as being in S&P's
highest rating category.
B-37
<PAGE>
THE DREYFUS/LAUREL FUNDS, INC.
(formerly, The Laurel Funds, Inc.)
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(a) FINANCIAL STATEMENTS:
--------------------
The financial statements called for by this Item are included in
Part B of this Registration Statement.
(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.
<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. Incorporated by
reference to Post-Effective Amendment No. 53 to the
Registrant's Registration Statement on Form N-1A
("Post-Effective Amendment No. 53") filed on August 20, 1997.
1(n) Articles of Amendment dated February 27, 1997. Incorporated by
reference to Post-Effective Amendment No. 53.
1(o) Articles of Amendment dated August 13, 1997. Incorporated by
reference to Post-Effective Amendment No. 53.
1(p) Articles of Amendment dated October 30, 1997. Filed herewith.
2 Bylaws. Incorporated by reference to Post-Effective Amendment
No. 53.
3 Not Applicable.
4 Specimen security. Incorporated by Reference to Post-Effective
Amendment No. 54 to the Registrant's Registration Statement on
Form N-1A.
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.
5(d) Form of Sub-Investment Advisory Agreement between The Dreyfus
Corporation and Fayez Sarofim & Co. Filed herewith.
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.
C-2
<PAGE>
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 Kirkpatrick & Lockhart LLP filed herewith.
11 Consent of KPMG Peat Marwick LLP. Filed herewith.
12 Not Applicable.
13 Letter of Investment Intent. Incorporated by reference to the
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) Distribution Plan (relating to Class B Shares and Class C
Shares). Filed herewith.
15(d) Amended Service Plan (relating to Class B Shares, Class C
Shares and Class T Shares). Filed herewith.
15(e) Distribution Plan (relating to Class T shares). Filed herewith.
16 Schedule for computation of performance calculation is
incorporated by reference to Post-Effective Amendment No. 26 to
the Registrant's Registration Statement on Form N-1A filed on
March 1, 1994.
17 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. Incorporated by reference
to Post-Effective Amendment No. 53.
18(c) Amended Schedule A to Rule 18f-3 Plan. Incorporated by
reference to Post-Effective Amendment No. 53.
18(d) Rule 18f-3 Plan (relating to Dreyfus Premier Tax Managed Growth
Fund). Filed herewith.
25(a) Power of Attorney of Marie E. Connolly dated September 25,
1997. Filed herewith.
25(b) Powers of Attorney of the Directors dated October 24, 1996.
Incorporated by reference to Post-effective Amendment No. 53.
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
-------------------------------------------------------------
Not Applicable.
C-3
<PAGE>
Item 26. NUMBER OF HOLDERS OF SECURITIES
-------------------------------
Set forth below are the number of recordholders of securities of Dreyfus
Premier Tax Managed Growth Fund as of November 3, 1997:
Class T Class A Class B Class C
Title Of Class Shares Shares Shares Shares
- -------------- ------ ------ ------ ------
Dreyfus Premier Tax 1 1 1 1
Managed 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 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-4
<PAGE>
(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
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
C-5
<PAGE>
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
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 Officer, Formerly, Chairman and Chief Executive Officer:
and a Director Kleinwort Benson Investment Management
Americas Inc.*
C-6
<PAGE>
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****;
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
C-7
<PAGE>
MARY BETH LEIBIG None
Vice President-
Human Resources
JEFFREY N. NACHMAN President and Director:
Vice President-Mutual Fund Dreyfus Transfer, Inc.
Accounting One American Express Plaza
Providence, Rhode Island 02903
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation***
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
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.
C-8
<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.
49) Dreyfus New Leaders Fund, Inc.
50) Dreyfus New York Insured Tax Exempt Bond Fund
C-9
<PAGE>
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
John E. Pelletier+ Senior Vice President, Vice President
General Counsel, Secretary and Secretary
and Clerk
C-10
<PAGE>
Richard W. Ingram+ Executive Vice President Vice President
and Secretary
Roy M. Moura+ First Vice President None
Elizabeth A. Keeley++ 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 Island 02940-9671
2. Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
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
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.
C-11
<PAGE>
(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 1933 Act Registration Statement.
C-12
<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 3rd day of November, 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 11/3/97
- ------------------------
Marie E. Connolly
/s/Francis P. Brennan* Director, 11/3/97
________________________ Chairman of the Board
Francis P. Brennan
/s/Ruth Marie Adams* Director 11/3/97
- ------------------------
Ruth Marie Adams
/s/Joseph S. DiMartino* Director 11/3/97
- ------------------------
Joseph S. DiMartino
/s/James M. Fitzgibbons* Director 11/3/97
- ------------------------
James M. Fitzgibbons
/s/Kenneth A. Himmel* Director 11/3/97
- ------------------------
Kenneth A. Himmel
/s/Stephen J. Lockwood* Director 11/3/97
- ------------------------
Stephen J. Lockwood
/s/Roslyn M. Watson* Director 11/3/97
- ------------------------
Roslyn M. Watson
<PAGE>
/s/J. Tomlinson Fort* Director 11/3/97
- ------------------------
J. Tomlinson Fort
/s/Arthur L. Goeschel* Director 11/3/97
- ------------------------
Arthur L. Goeschel
/s/Arch S. Jeffery* Director 11/3/97
- ------------------------
Arch S. Jeffery
/s/John Sciullo* Director 11/3/97
- ------------------------
John Sciullo
*By: /s/ Elizabeth Keeley
------------------------
Attorney-in-Fact
<PAGE>
INDEX OF EXHIBITS
EXHIBIT DESCRIPTION
1(p) Articles of Amendment dated October 30, 1997
5(b) Amended Exhibit A to Investment Management Agreement
between Mellon Bank, N.A. and the Registrant
5(d) Form of Sub-Investment Advisory Agreement between The
Dreyfus Corporation and Fayez Sarofim & Co.
6(b) Amended Exhibit A to Distribution Agreement between
Premier Mutual Fund Services, Inc. and the Registrant
10 Opinion and consent of Kirkpatrick & Lockhart LLP
11 Consent of KPMG Peat Marwick LLP
15(b) Amended Exhibit A to Restated Distribution Plan
(relating to Investor Shares and Class A Shares)
15(c) Distribution Plan (relating to Class B Shares and
Class C Shares)
15(d) Amended Service Plan (relating to Class B Shares,
Class C Shares and Class T Shares)
15(e) Distribution Plan (relating to Class T Shares)
18(d) Rule 18f-3 Plan (relating to Dreyfus Premier Tax
Managed Growth Fund)
25(a) Power of Attorney of Marie E. Connolly dated
September 25, 1997
Exhibit 1(p)
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 of Directors of
the Corporation ("Board") by Article FIFTH of the Articles of Incorporation of
the Corporation, as amended ("Articles of Incorporation"), 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, BASIC Class
(100 million shares)
Dreyfus Bond Market Index Fund, Investor Class
(50 million shares)
<PAGE>
Dreyfus Disciplined Intermediate Bond Fund, Restricted Class
(100 million shares)
Dreyfus Disciplined Intermediate Bond Fund, Investor 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, Restricted Class
(30 million shares)
Dreyfus Disciplined Equity Income Fund, Investor Class
(20 million shares)
Dreyfus Disciplined Midcap Stock Fund, Restricted Class
(66 million shares)
Dreyfus Disciplined Midcap Stock Fund, Investor 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 BASIC S&P 500 Stock Index Fund
(70 million shares)
Dreyfus International Equity Allocation Fund, Restricted Class
(36 million shares)
Dreyfus International Equity Allocation Fund, Investor Class
(24 million shares)
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)
SECOND: Pursuant to authority expressly vested in the Board by Article
FIFTH of the Articles of Incorporation, 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 October 30, 1997:
<PAGE>
Dreyfus Premier Tax Managed Growth Fund, Class A
(100 million shares)
Dreyfus Premier Tax Managed Growth Fund, Class B
(100 million shares)
Dreyfus Premier Tax Managed Growth Fund, Class C
(100 million shares)
Dreyfus Premier Tax Managed Growth Fund, Class T
(100 million shares)
Shares of any Class or Classes of Dreyfus Premier Tax Managed 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 Tax
Managed 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 Tax Managed 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 Tax Managed 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 Dreyfus Premier Tax Managed Growth Fund's Class A, Class B, Class C
and Class T shares of Common Stock shall have, respectively, the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as set forth in
Article FIFTH of the Articles of Incorporation and shall be subject to all
provisions of the Articles of Incorporation generally, subject to the following:
(1) Assets of the Corporation attributable to the Class A, Class B,
Class C and Class T Common Stock of Dreyfus Premier Tax Managed Growth Fund
shall be invested in the same investment portfolio of such Series of the
Corporation.
(2) The proceeds of the redemption of a share of Common Stock
(including a fractional share) to be paid to the holder thereof shall be reduced
by the amount of any contingent deferred sales charge payable on such redemption
pursuant to the terms of issuance of such share of Common Stock.
(3)(a)(i) Each share of Class B Common Stock of Dreyfus Premier Tax
Managed Growth Fund, other than shares described in subparagraph (3)(a)(ii),
shall be converted automatically, and without any action or choice on the part
of the holder thereof, into shares of the Class A Common Stock of Dreyfus
Premier Tax Managed Growth Fund on the date that is the first Corporation
business day of the month in which the sixth anniversary date of the date of
original issuance of the share falls or such other date as determined by the
Board of Directors (the "Conversion Date"). With respect to shares of Class B
Common Stock issued in an exchange or series of exchanges for shares of capital
stock of another investment company pursuant to an exchange privilege granted by
the Corporation (an "Eligible Fund"), other than for shares of such capital
stock purchased through the automatic reinvestment of a dividend or a
distribution with respect to such capital stock, the date of original issuance
of the shares of Class B Common Stock for purposes of the first sentence of this
subparagraph 3(a)(i) shall, if the terms of the exchange privilege granted by
the Corporation so provide, be the date of issuance of the original shares of
capital stock of such Eligible Fund, or the first Eligible Fund in the event of
a series of exchanges.
<PAGE>
(ii) Each share of Class B Common Stock of Dreyfus Premier Tax
Managed Growth Fund (A) purchased through the automatic reinvestment of a
dividend or a distribution with respect to the Class B Common Stock, or (B)
issued pursuant to an exchange privilege granted by the Corporation in an
exchange or series of exchanges for shares originally purchased through the
automatic reinvestment of a dividend or distribution with respect to shares or
capital stock of an Eligible Fund shall be segregated in a separate subaccount
on the stock records of the Corporation for each of the holders of record
thereof. On any Conversion Date, a number of the shares held in the subaccount
of the holder of record of the share or shares being converted, calculated in
accordance with the next following sentence, shall be converted automatically,
and without any action or choice on the part of the holder, into shares of the
Class A Common Stock. The number of shares in the holder's subaccount so
converted shall bear the same relation to the total number of shares maintained
in the subaccount on the Conversion Date (immediately prior to conversion) as
the number of shares of the holder converted on the Conversion Date pursuant to
subparagraph (3)(a)(i) hereof bears to the total number of shares on the
Conversion Date (immediately prior to conversion) of the Class B Common Stock of
the holder after subtracting the shares then maintained in the holder's
subaccount.
(b) The number of shares of Class A Common Stock of Dreyfus Premier
Tax Managed Growth Fund into which a share of Class B Common Stock is converted
pursuant to subparagraph (3)(a) hereof shall equal the number (including for
this purpose fractions of a share) obtained by dividing the net asset value per
share of the Class B Common Stock for purposes of sales and redemption thereof
on the Conversion Date by the net asset value per share of the Class A Common
Stock for purposes of sales and redemption thereof on the Conversion Date.
(c) On the Conversion Date, the shares of Class B Common Stock of
Dreyfus Premier Tax Managed Growth Fund converted into shares of Class A Common
Stock will cease to accrue dividends and will no longer be deemed outstanding
and the rights of the holders thereof (except the right to receive the number of
shares of Class A Common Stock into which the shares of Class B Common Stock
have been converted and any declared but unpaid dividends to the Conversion
Date) will cease. Certificates representing shares of Class A Common Stock
resulting from the conversion need not be issued until certificates representing
the shares of Class B Common Stock, if issued, have been received by the
Corporation or its agent duly endorsed for transfer.
(d) The automatic conversion of the Class B Common Stock of Dreyfus
Premier Tax Managed Growth Fund into Class A Common Stock as set forth in
subparagraphs (3)(a) and (b) hereof may be suspended by action of the Board of
Directors at any time that the Board of Directors determines (a) that there is
not available a reasonably satisfactory ruling of the Internal Revenue Service
and/or opinion of counsel to the effect that (x) the payment of different
dividends with respect to the Class A Common Stock and the Class B Common Stock
does not result in the Corporation's dividends or distributions constituting a
"preferential dividend" under the Internal Revenue Code of 1986, as amended, and
(y) the conversion of the Class B Common Stock does not constitute a taxable
event under federal income tax law, or (b) that any other condition to
conversion set forth in the Corporation's prospectus, as such prospectus may be
amended from time to time, is not satisfied.
<PAGE>
(e) The automatic conversion of shares of Class B Common Stock of
Dreyfus Premier Tax Managed Growth Fund into shares of Class A Common Stock as
set forth in subparagraphs (3)(a) and (b) thereof may also be suspended by
action of the Board of Directors at any time that the Board of Directors
determines such suspension to be appropriate in order to comply with, or satisfy
the requirements of, the Investment Company Act of 1940, as amended, and in
effect from time to time, or any rule, regulation or order issued thereunder
relating to voting by holders of the Class B Common Stock on any plan with
respect to the Class A Common Stock proposed under Rule 12b-1 of the Investment
Company Act of 1940, as amended, and in effect from time to time, and in
connection with, or in lieu of, any such suspension, the Board of Directors may
provide holders of the Class B Common Stock with alternative conversion of
exchange rights into other classes of stock of the Corporation in a manner
consistent with the law, rule, regulation or order giving rise to the possible
suspension of the conversion right.
THIRD: The proceeds of the redemption of a share of Common Stock
(including a fractional share) of Dreyfus Premier Large Company Growth Fund to
be paid to the holder thereof shall be reduced by the amount of any contingent
deferred sales charge payable on such redemption pursuant to the terms of
issuance of such share of Common Stock.
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 of Directors of the Corporation, and no stock of the Corporation entitled
to be voted on the matters contained in the amendments set forth in 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.
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: October 30, 1997 THE DREYFUS/LAUREL FUNDS, INC.
By: /s/ Mary Nelson
Name: Mary Nelson
Title: Vice President
Attest: /s/ Elizabeth Keeley
Name: Elizabeth Keeley
Title: Assistant Secretary
Exhibit 5(b)
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
Dreyfus Premier Tax Managed Growth Fund 1.10% April 4, 1999
</TABLE>
Exhibit 5(d)
SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
200 Park Avenue
New York, New York 10166
October 23, 1997
Fayez Sarofim & Co.
Two Houston Center
Suite 2907
Houston, Texas 77010
Dear Sirs:
As you are aware, Dreyfus Premier Tax Managed Growth Fund (the
"Fund"),a series of The Dreyfus/Laurel Funds, Inc., a Maryland corporation (the
"Company"), desires to employ its capital by investing and reinvesting the same
in investments of the type and in accordance with the limitations specified in
its Articles of Incorporation and in its Prospectus and Statement of Additional
Information as from time to time in effect, copies of which have been or will be
submitted to you, and in such manner and to such extent as from time to time may
be approved by the Company's Board of Directors. The Company intends to employ
The Dreyfus Corporation (the "Adviser") to act as the Fund's investment adviser
pursuant to a written agreement with the Company dated April 4, 1994,
transferred to the Adviser on October 17, 1994 (the "Management Agreement"), a
copy of which has been furnished to you. The Adviser desires to employ you to
act as the Fund's sub-investment adviser.
In this connection, it is understood that from time to time you will
employ or associate with yourself such person or persons as you may believe to
be particularly fitted to assist you in the performance of this Agreement. Such
person or persons may be officers or employees who are employed by both you and
the Fund. The compensation of such person or persons shall be paid by you and no
obligation may be incurred on the Fund's behalf in any such respect.
Subject to the supervision and approval of the Adviser, you will
provide investment management of the Fund's portfolio in accordance with the
Fund's investment objectives and policies as stated in the Fund's Prospectus and
Statement of Additional Information as from time to time in effect. In
connection therewith, you will supervise the Fund's investments and conduct a
continuous program of investment, evaluation and, if appropriate, sale and
reinvestment of the Fund's assets. You will furnish to the Adviser or the Fund
<PAGE>
Fayez Sarofim & Co.
October 23, 1997
Page 2
such statistical information, with respect to the investments which the Fund may
hold or contemplate purchasing, as the Adviser or the Fund may reasonably
request.
The Fund and the Adviser wish to be informed of important
developments materially affecting the Fund's portfolio and shall expect you, on
your own initiative, to furnish to the Fund or the Adviser from time to time
such information as you may believe appropriate for this purpose.
You shall exercise your best judgment in rendering the services to
be provided hereunder, and the Adviser agrees as an inducement to your
undertaking the same that you shall not be liable hereunder for any error of
judgment or mistake of law or for any loss suffered by the Fund or the Adviser,
provided that nothing herein shall be deemed to protect or purport to protect
you against any liability to the Adviser, the Fund or the Fund's security
holders to which you would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of your duties
hereunder, or by reason of your reckless disregard of your obligations and
duties hereunder.
In consideration of services rendered pursuant to this Agreement,
the Adviser will pay you, on the first business day of each month, out of the
management fee it receives and only to the extent thereof, an annual fee of .30
of 1% of the value of the Fund's average daily net assets, calculated daily and
paid monthly.
Net asset value shall be computed on such days and at such time or
times as described in the Fund's then-current Prospectus and Statement of
Additional Information. The fee for the period from the date following the
commencement of sales of the Fund's shares (after any sales are made to the
Adviser) to the end of the month during which such sales shall have been
commenced shall be pro-rated according to the proportion which such period bears
to the full monthly period, and upon any termination of this Agreement before
the end of any month, the fee for such part of a month shall be pro-rated
according to the proportion which such period bears to the full monthly period
and shall be payable within 10 business days of date of termination of this
Agreement.
For the purpose of determining fees payable to you, the value of the
Fund's net assets shall be computed in the manner specified in the Fund's
Articles of Incorporation for the computation of the value of the Fund's net
assets.
You wil1 bear all expenses in connection with the performance of
your services under this Agreement. All other expenses to be incurred in the
operation of the Fund (other than those borne by the Adviser) will be borne by
<PAGE>
Fayez Sarofim & Co.
October 23, 1997
Page 3
the Fund, except to the extent specifically assumed by you. Under the Management
Agreement, 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, each
of which is borne by the Fund.
The Adviser understands that you now act, and that from time to time
hereafter you may act, as investment adviser to one or more other investment
companies and fiduciary of other managed accounts, and the Adviser has no
objection to your so acting, provided that when purchase or sale of securities
of the same issuer is suitable for the investment objectives of two or more
companies or accounts managed by you which have available funds for investment,
the available securities will be allocated in a manner believed by you to be
equitable to each company or account. It is recognized that in some cases this
procedure may adversely affect the price paid or received by the Fund or the
size of the position obtainable for or disposed of by the Fund.
In addition, it is understood that the persons employed by you to
assist in the performance of your duties hereunder will not devote their full
came to such services and nothing contained herein shall be deemed to limit or
restrict your right or the right of any of your affiliates to engage in and
devote time and attention to other businesses or to render services of whatever
kind or nature.
You shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Fund or the Adviser in connection with the
matters to which this Agreement relates, except for a loss resulting from
willful misfeasance, bad faith or gross negligence on your part in the
performance of your duties or from reckless disregard by you of your obligations
and duties under this Agreement. Any person, even though also your officer,
director, partner, employee or agent, who may be or become an officer, Director,
employee or agent of the Fund, shall be deemed, when rendering services to the
Fund or acting on any business of the Fund, to be rendering such services to or
acting solely for the Fund and not as your officer, director, partner, employee,
or agent or one under your control or direction even though paid by you.
This Agreement shall continue until April 4, 1999, and thereafter
shall continue automatically for successive annual periods ending on April 4th
of each year, provided such continuance is specifically approved at least
annually by (i) the Fund's Directors or (ii) vote of a majority (as defined in
<PAGE>
Fayez Sarofim & Co.
October 23, 1997
Page 4
the Investment Company Act of 1940, as amended) of the Fund's outstanding voting
securities, provided that in either event its continuance also is approved by a
majority of the Fund's Directors who are not "interested persons" (as defined in
said Act) of any party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval. This Agreement is terminable
without penalty (i) by the Adviser upon 60 days' notice to you, (ii) by the
Fund's Directors or by vote of the holders of a majority of the Fund's shares
upon 60 days' notice to you, or (iii) by you upon not less than 90 days' notice
to the Fund and the Adviser. This Agreement also will terminate automatically in
the event of its assignment (as defined in said Act). In addition,
notwithstanding anything herein to the contrary, if the Management Agreement
terminates for any reason, this Agreement shall terminate effective upon the
date the Management Agreement terminates.
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
THE DREYFUS CORPORATION
By: /s/
------------------------------
Name:
Title:
Accepted:
FAYEZ SAROFIM & CO.
By: /s/
-----------------------------
Name:
Title:
<TABLE>
<CAPTION>
Exhibit 6(b)
EXHIBIT A
NAME OF SERIES REAPPROVAL DATE REAPPROVAL DAY
- -------------- --------------- --------------
<S> <C> <C>
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
Dreyfus Premier Tax Managed Growth Fund April 4, 1999 April 4th
</TABLE>
Exhibit 10
KIRKPATRICK & LOCKHART LLP
2ND FLOOR
1800 MASSACHUSETTS AVENUE, N.W.
WASHINGTON, D.C. 20036
October 31, 1997
The Dreyfus/Laurel Funds, Inc.
200 Park Avenue - 55th Floor
New York, New York 10166
Dear Sir or Madam:
The Dreyfus/Laurel Funds, Inc. ("Company") is a corporation organized
under the laws of the State of Maryland on August 6, 1987. We understand that
the Company is about to file Post-Effective Amendment No. 56 to its Registration
Statement on Form N-1A. You have requested our opinion regarding certain matters
in connection with the issuance of shares of capital stock ("Shares") in the
series of the Company designated Dreyfus Premier Tax Managed Growth Fund
("Fund").
We have, as counsel, participated in various business and other
proceedings relating to the Company. We have examined copies, either certified
or otherwise proved to be genuine, of minutes of meetings of its board of
directors and other documents relating to its organization and operation, and we
are generally familiar with its affairs. Based upon the foregoing, it is our
opinion that the authorized but unissued Shares of the Company designated to the
Fund may be sold in accordance with the Company's Articles of Incorporation, as
amended, and By-Laws, and subject to compliance with the Securities Act of 1933,
as amended, the Investment Company Act of 1940, as amended, and applicable state
laws regulating the offer and sale of securities and, when so sold, will be
legally issued, fully paid and non-assessable.
<PAGE>
The Dreyfus/Laurel Funds, Inc.
October 31, 1997
Page 2
We hereby consent to the filing of this opinion in connection with
Post-Effective Amendment No. 56 to the Company's Registration Statement which
you are about to file with the Securities and Exchange Commission and to the
reference in the Fund's Statement of Additional Information incorporated by
reference into the Fund's Prospectus.
Sincerely yours,
/s/ KIRKPATRICK & LOCKHART LLP
Independent Auditors' Consent
The Board of Directors and Shareholders
The Dreyfus/Laurel Funds, Inc.:
We consent to the use of our report dated November 3, 1997 with respect to
Dreyfus Premier Tax Managed Growth Fund of The Dreyfus/Laurel Funds, Inc.
included in the Statement of Additional Information and to the reference to our
firm under the hearing "Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors" in the Statement of Additional Information.
KPMG Peat Marwick LLP
New York, New York
November 3, 1997
Exhibit 15(b)
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
Dreyfus Premier Tax Managed Growth Fund
Exhibit 15(c)
THE DREYFUS/LAUREL FUNDS, INC.
DISTRIBUTION PLAN
INTRODUCTION: It has been proposed that the above-captioned investment
company (the "Company"), consisting of distinct portfolios of shares (each a
"Fund"), adopt a Distribution Plan (the "Plan") relating to its Class B shares
and Class C shares, respectively, in accordance with Rule 12b-1 promulgated
under the Investment Company Act of 1940, as amended (the "Act"). Under the
Plan, a Fund would pay the Company's distributor (the "Distributor") for
distributing the Class B shares and Class C shares, respectively, of the Fund
(each such Fund as set forth on Exhibit A hereto, as such Exhibit may be revised
from time to time). Pursuant to the Act and said Rule 12b-1, this written plan
describing all material aspects of the proposed financing is being adopted by
the Company, on behalf of each Fund.
The Company's Board, in considering whether a Fund should implement a
written plan with respect to its Class B shares and Class C shares,
respectively, has requested and evaluated such information as it deemed
necessary to make an informed determination as to whether a written plan should
be implemented and has considered such pertinent factors as it deemed necessary
to form the basis for a decision to use Fund assets attributable to its Class B
shares and Class C shares, respectively, for such purposes.
In voting to approve the implementation of such a plan with respect to a
Fund's Class B shares and Class C shares, respectively, the Board members have
concluded, in the exercise of their reasonable business judgment and in light of
their respective fiduciary duties, that there is a reasonable likelihood that
the plan set forth below will benefit the Fund and the holders of its Class B
shares and Class C shares, respectively.
THE PLAN: The material aspects of this Plan as it relates to a
particular Class of a Fund are as follows:
1. DISTRIBUTION FEE FOR CLASS B SHARES. A Fund shall pay to the
Distributor a distribution fee at an annual rate of either (i) 0.75 of 1% (in
the case of an equity Fund) or (ii) 0.50 of 1% (in the case of a bond Fund) of
the value of the Fund's average daily net assets attributable to its Class B
shares.
DISTRIBUTION FEE FOR CLASS C SHARES. A Fund shall pay to the
Distributor a distribution fee at an annual rate of either (i) 0.75 of 1% (in
the case of an equity Fund) or (ii) 0.50 of 1% (in the case of a bond Fund) of
the value of the Fund's average daily net assets attributable to its Class C
shares.
<PAGE>
2. For purposes of determining the fee payable under this Plan with
respect to a particular Class of a Fund to which it relates, the value of the
Fund's net assets attributable to its Class B shares and Class C shares,
respectively, shall be computed in the manner specified in the Company's charter
documents as then in effect or in the Company's then current Prospectus and
Statement of Additional Information for the computation of the value of the
Fund's net assets attributable to Class B shares and Class C shares,
respectively.
3. The Company's Board shall be provided, at least quarterly, with a
written report of all amounts expended pursuant to this Plan with respect to a
particular Class of a Fund to which it relates. The report shall state the
purpose for which the amounts were expended.
4. This Plan shall become effective with respect to a particular Class
of a Fund to which it relates upon the approval by a majority of the Board
members, including a majority of the Board members who are not "interested
persons" (as defined in the Act) of the Company and who have no direct or
indirect financial interest in the operation of this Plan or in any agreements
entered into in connection with this Plan, pursuant to a vote cast in person at
a meeting called for the purpose of voting on the approval of this Plan (and in
the case of a Class of a Fund subject to the Plan prior to July 30, 1997, upon
the later to occur of such approval or approval by the holders of at least a
majority of the Fund's outstanding voting shares of that Class).
5. This Plan shall continue with respect to a particular Class of a Fund
to which it relates for a period of one year from its effective date, unless
earlier terminated in accordance with its terms, and thereafter shall continue
with respect to that Class automatically for successive annual periods, provided
such continuance is approved at least annually in the manner provided in
paragraph 4(b) hereof.
6. This Plan may be amended, with respect to a particular Class of a
Fund to which it relates, at any time by the Company's Board, provided that (a)
any amendment to increase materially the costs that a particular Class of a Fund
may bear pursuant to this Plan shall be effective only upon approval by a vote
of the holders of a majority of the Fund's outstanding voting shares of that
Class, and (b) any material amendments of the terms of this Plan as it relates
to a particular Class of a Fund shall become effective only upon approval as
provided in paragraph 4(b) hereof.
7. This Plan may be terminated, with respect to a particular Class of a
Fund to which it relates, without penalty at any time by (a) a vote of a
majority of the Board members who are not "interested persons" (as defined in
the Act) of the Company and who have no direct or indirect financial interest in
the operation of this Plan or in any agreements entered into in connection with
2
<PAGE>
this Plan, or (b) a vote of the holders of a majority of the Fund's outstanding
voting shares of that Class. This Plan may remain in effect with respect to a
particular Class of a Fund even if the Plan has been terminated in accordance
with this paragraph 7 with respect to any other Class.
8. While this Plan is in effect, the selection and nomination of Board
members who are not "interested persons" (as defined in the Act) of the Company
and who have no direct or indirect financial interest in the operation of this
Plan or in any agreements entered into in connection with this Plan shall be
committed to the discretion of the Board members who are not "interested
persons". 9. The Company will preserve copies of this Plan, any related
agreement and any report made pursuant to paragraph 3 hereof, for a period of
not less than six (6) years from the date of this Plan, such agreement or
report, as the case may be, the first two (2) years of such period in an easily
accessible place.
IN WITNESS WHEREOF, the Company has adopted this Plan as of this 19th day
of December, 1994.
3
<PAGE>
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)
Dreyfus Premier Tax Managed Growth Fund (equity Fund)
4
Exhibit 15(d)
THE DREYFUS/LAUREL FUNDS, INC.
AMENDED SERVICE PLAN
INTRODUCTION: It has been proposed that the above-captioned investment
company (the "Company"), consisting of distinct portfolios of shares (each a
"Fund"), adopt a Service Plan (the "Plan") relating to its Class B shares, Class
C shares and Class T shares, respectively, in accordance with Rule 12b-1
promulgated under the Investment Company Act of 1940, as amended (the "Act").
Under the Plan, a Fund would pay for the provision of services to shareholders
of Class B shares, Class C shares and Class T shares, respectively, of the Fund
(each such Fund as set forth on Exhibit A hereto, as such Exhibit may be revised
from time to time). The Distributor would be permitted to pay certain financial
institutions, securities dealers and other industry professionals (collectively,
"Service Agents") in respect of these services. The fee under the Plan with
respect to a particular Class of a Fund is intended to be a "service fee" as
defined in Rule 2830 of the Conduct Rules of the National Association of
Securities Dealers, Inc. Pursuant to the Act and said Rule 12b-1, this written
plan describing all material aspects of the proposed financing is being adopted
by the Company, on behalf of each Fund.
The Company's Board, in considering whether a Fund should implement a
written plan with respect to its Class B shares, Class C shares and Class T
shares, respectively, has requested and evaluated such information as it deemed
necessary to make an informed determination as to whether a written plan should
be implemented and has considered such pertinent factors as it deemed necessary
to form the basis for a decision to use Fund assets attributable to its Class B
shares, Class C shares and Class T shares, respectively, for such purposes.
<PAGE>
In voting to approve the implementation of such a plan with respect to a
Fund's Class B shares, Class C shares and Class T shares, respectively, the
Board members have concluded, in the exercise of their reasonable business
judgment and in light of their respective fiduciary duties, that there is a
reasonable likelihood that the plan set forth below will benefit the Fund and
the holders of its Class B shares, Class C shares and Class T shares,
respectively.
THE PLAN: The material aspects of this Plan as it relates to a particular
Class of a Fund are as follows:
1. A Fund shall pay an amount equal to an annual rate of 0.25 of 1% of the
value of the Fund's average daily net assets attributable to its Class B shares,
Class C shares and Class T shares, respectively, to (a) Dreyfus Service
Corporation ("DSC"), or any affiliate thereof designated by it, in respect of
shares of a particular Class held of record by DSC, and (b) the Distributor, in
respect of shares of a particular Class held of record by any other person. Such
payments shall be for the provision of personal services to shareholders of
and/or the maintenance of shareholder accounts in a particular Class of a Fund.
The Distributor shall determine the amounts to be paid to Service Agents and the
basis on which such payments will be made. Payments to a Service Agent are
subject to compliance by the Service Agent with the terms of any related Plan
agreement between the Service Agent and the Distributor.
2. For purposes of determining the fee payable under this Plan with
respect to a particular Class of a Fund to which it relates, the value of the
Fund's net assets attributable to its Class B shares, Class C shares and Class T
shares, respectively, shall be computed in the manner specified in the Company's
charter documents as then in effect or in the Company's then current Prospectus
and Statement of Additional Information for the computation of the value of the
Fund's net assets attributable to Class B shares, Class C shares and Class T
shares, respectively.
2
<PAGE>
3. The Company's Board shall be provided, at least quarterly, with a
written report of all amounts expended pursuant to this Plan with respect to a
particular Class of a Fund to which it relates. The report shall state the
purpose for which the amounts were expended.
4. This Plan shall become effective with respect to a particular Class of
a Fund to which it relates upon the approval of a majority of the Board members,
including a majority of the Board members who are not "interested persons" (as
defined in the Act) of the Company and who have no direct or indirect financial
interest in the operation of this Plan or in any agreements entered into in
connection with this Plan, pursuant to a vote cast in person at a meeting called
for the purpose of voting on the approval of this Plan (and in the case of a
Class of a Fund subject to the Plan prior to July 30, 1997, upon the later to
occur of such approval or approval by the holders of at least a majority of the
Fund's outstanding voting shares of that Class).
5. This Plan shall continue with respect to a particular Class of a Fund
to which it relates for a period of one year from its effective date, unless
earlier terminated in accordance with its terms, and thereafter shall continue
with respect to that Class automatically for successive annual periods, provided
such continuance is approved at least annually in the manner provided in
paragraph 4(b) hereof.
6. This Plan may be amended, with respect to a particular Class of a Fund
to which it relates, at any time by the Company's Board, provided that (a) any
amendment to increase materially the costs that a particular Class of a Fund may
bear pursuant to this Plan shall be effective only upon approval by a vote of
the holders of a majority of the Fund's outstanding voting shares of that Class,
and (b) any material amendments of the terms of this Plan as it relates to a
particular Class of a Fund shall become effective only upon approval as provided
in paragraph 4(b) hereof.
3
<PAGE>
7. This Plan may be terminated, with respect to a particular Class of a
Fund to which it relates, without penalty at any time by (a) a vote of a
majority of the Board members who are not "interested persons" (as defined in
the Act) of the Company and who have no direct or indirect financial interest in
the operation of this Plan or in any agreements entered into in connection with
this Plan, or (b) a vote of the holders of a majority of the Fund's outstanding
voting shares of that Class. This Plan may remain in effect with respect to a
particular Class of a Fund even if the Plan has been terminated in accordance
with this paragraph 7 with respect to any other Class.
8. While this Plan is in effect, the selection and nomination of Board
members who are not "interested persons" (as defined in the Act) of the Company
and who have no direct or indirect financial interest in the operation of this
Plan or in any agreements entered into in connection with this Plan shall be
committed to the discretion of the Board members who are not "interested
persons".
9. The Company will preserve copies of this Plan, any related agreement
and any report made pursuant to paragraph 3 hereof, for a period of not less
than six (6) years from the date of this Plan, such agreement or report, as the
case may be, the first two (2) years of such period in an easily accessible
place.
IN WITNESS WHEREOF, the Company has adopted this Plan as of this 19th day
of December, 1994, as amended October 23, 1997.
4
<PAGE>
AMENDED
Exhibit A
CLASS B SHARES AND CLASS C SHARES
- ---------------------------------
Dreyfus Premier Balanced Fund
Dreyfus Premier Small Company Stock Fund
Dreyfus Premier Limited Term Income Fund
Dreyfus Premier Large Company Growth Fund
Dreyfus Premier Tax Advantaged Growth Fund
CLASS T SHARES
- --------------
Dreyfus Premier Tax Managed Growth Fund
<PAGE>
Exhibit 15(e)
THE DREYFUS/LAUREL FUNDS, INC.
DISTRIBUTION PLAN
INTRODUCTION: It has been proposed that the above-captioned investment
company (the "Company"), consisting of distinct portfolios of shares (each a
"Fund"), adopt a Distribution Plan (the "Plan") relating to its Class T shares
in accordance with Rule 12b-1 promulgated under the Investment Company Act of
1940, as amended (the "Act"). Under the Plan, a Fund would pay the Company's
distributor (the "Distributor") for distributing the Class T shares of the Fund
(each such Fund as set forth on Exhibit A hereto, as such Exhibit may be revised
from time to time). Pursuant to the Act and said Rule 12b-1, this written plan
describing all material aspects of the proposed financing is being adopted by
the Company, on behalf of each Fund.
The Company's Board, in considering whether a Fund should implement a
written plan with respect to its Class T shares has requested and evaluated such
information as it deemed necessary to make an informed determination as to
whether a written plan should be implemented and has considered such pertinent
factors as it deemed necessary to form the basis for a decision to use Fund
assets attributable to its Class T shares for such purposes.
In voting to approve the implementation of such a plan with respect to a
Fund's Class T shares the Board members have concluded, in the exercise of their
reasonable business judgment and in light of their respective fiduciary duties,
that there is a reasonable likelihood that the plan set forth below will benefit
the Fund and the holders of its Class T shares.
THE PLAN: The material aspects of this Plan as it relates to Class T
shares of a Fund are as follows:
1. DISTRIBUTION FEE FOR CLASS T SHARES. The Fund shall pay an amount
equal to the rate of .25 of 1% of the value of the Fund's average daily net
assets attributable to its Class T shares to the Distributor in respect of Class
T shares. Such payment shall be for distribution services, including payments by
the Distributor to compensate banks, broker/dealers or other financial
institutions that have entered into written agreements with the Distributor with
respect to advertising, marketing and other distribution services for Class T
shares.
<PAGE>
2. For purposes of determining the fee payable under this Plan with
respect to Class T shares of a Fund to which it relates, the value of the Fund's
net assets attributable to its Class T shares shall be computed in the manner
specified in the Company's charter documents as then in effect or in the
Company's then current Prospectus and Statement of Additional Information for
the computation of the value of the Fund's net assets attributable to Class T
shares.
3. The Company's Board shall be provided, at least quarterly, with a
written report of all amounts expended pursuant to this Plan with respect to
Class T shares of a Fund to which it relates. The report shall state the purpose
for which the amounts were expended.
4. This Plan shall become effective with respect to a Class T shares of
a Fund to which it relates upon the approval by a majority of the Board members,
including a majority of the Board members who are not "interested persons" (as
defined in the Act) of the Company and who have no direct or indirect financial
interest in the operation of this Plan or in any agreements entered into in
connection with this Plan, pursuant to a vote cast in person at a meeting called
for the purpose of voting on the approval of this Plan.
5. This Plan shall continue with respect to Class T shares of a Fund to
which it relates for a period of one year from its effective date, unless
earlier terminated in accordance with its terms, and thereafter shall continue
with respect to that Class automatically for successive annual periods, provided
such continuance is approved at least annually in the manner provided in
paragraph 4(b) hereof.
6. This Plan may be amended, with respect to Class T shares of a Fund
to which it relates, at any time by the Company's Board, provided that (a) any
amendment to increase materially the costs that Class T shares of a Fund may
bear pursuant to this Plan shall be effective only upon approval by a vote of
the holders of a majority of the Fund's outstanding voting shares of that Class,
and (b) any material amendments of the terms of this Plan as it relates to Class
T shares of a Fund shall become effective only upon approval as provided in
paragraph 4(b) hereof.
7. This Plan may be terminated, with respect to Class T shares of a
Fund to which it relates, without penalty at any time by (a) a vote of a
2
<PAGE>
majority of the Board members who are not "interested persons" (as defined in
the Act) of the Company and who have no direct or indirect financial interest in
the operation of this Plan or in any agreements entered into in connection with
this Plan, or (b) a vote of the holders of a majority of the Fund's outstanding
voting shares of that Class.
8. While this Plan is in effect, the selection and nomination of Board
members who are not "interested persons" (as defined in the Act) of the Company
and who have no direct or indirect financial interest in the operation of this
Plan or in any agreements entered into in connection with this Plan shall be
committed to the discretion of the Board members who are not "interested
persons".
9. The Company will preserve copies of this Plan, any related agreement
and any report made pursuant to paragraph 3 hereof, for a period of not less
than six (6) years from the date of this Plan, such agreement or report, as the
case may be, the first two (2) years of such period in an easily accessible
place.
IN WITNESS WHEREOF, the Company has adopted this Plan as of this 23rd day
of October, 1997.
3
<PAGE>
EXHIBIT A
Dreyfus Premier Tax Managed Growth Fund
4
Exhibit 18(d)
THE DREYFUS FAMILY OF FUNDS
(PREMIER FAMILY OF FUNDS - FUNDS INCLUDED IN EXHIBIT I)
RULE 18F-3 PLAN
Rule 18f-3 under the Investment Company Act of 1940, as amended (the
"1940 Act"), requires that the Board of an investment company desiring to offer
multiple classes of shares pursuant to said Rule adopt a plan setting forth the
differences among the classes with respect to shareholder services, distribution
arrangements, expense allocations and any related conversion features or
exchange privileges.
The Board, including a majority of the non-interested Board members, of
each of the investment companies, or series thereof, listed on Exhibit I
attached hereto (each, a "Fund") which desires to offer multiple classes has
determined that the following plan is in the best interests of each class
individually and the Fund as a whole:
1. CLASS DESIGNATION: Fund shares shall be divided into Class A, Class
B, Class C and Class T.
2. DIFFERENCES IN AVAILABILITY: Class A shares, Class B shares, Class C
shares and Class T shares shall be available only to clients of banks, brokers,
dealers and other financial institutions, except that full-time or part-time
employees or directors of The Dreyfus Corporation ("Dreyfus") or any of its
affiliates or subsidiaries, Board members or a fund advised by Dreyfus,
including members of the Fund's Board, or the spouse or minor child of any of
the foregoing may purchase Class A shares directly through the Fund's
Distributor.
<PAGE>
3. DIFFERENCES IN SERVICES: Other than shareholder services provided
under the Distribution Plan for Class A shares and the Service Plans for Class
B, Class C and Class T shares, the services offered to shareholders of each
Class shall be substantially the same, except that Right of Accumulation and
Letter of Intent Privileges shall be applicable only to holders of Class A and
Class T shares and Reinvestment Privilege shall be applicable only to holders of
Class A, Class B and Class T shares.
4. DIFFERENCES IN DISTRIBUTION ARRANGEMENTS: Class A shares shall be
offered with a front-end sales charge, as such term is defined in Rule 2830(b)
of the Conduct Rules of the National Association of Securities Dealers, Inc.
("Rule 2830(b)"), and a deferred sales charge (a "CDSC"), as such term is
defined in Rule 2830(b), 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. The amount of the sales charge and the amount of and provisions
relating to the CDSC pertaining to the Class A shares are set forth on Schedule
A hereto. Class A shares shall be subject to a Distribution Plan adopted
pursuant to Rule 12b-1 under the 1940 Act. The Distribution Plan for Class A
shares 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,
-2-
<PAGE>
an affiliate of Dreyfus, for shareholder servicing activities, and the Fund's
Distributor for shareholder servicing activities and for activities or expenses
primarily intended to result in the sale of Class A shares.
Class B shares shall not be subject to a front-end sales charge, but
shall be subject to a CDSC. The amount of and provisions relating to the CDSC
are set forth on Schedule B hereto. Class B shares shall be subject to a
Distribution Plan and Service Plan each adopted pursuant to Rule 12b-1 under the
1940 Act. Under the Distribution Plan for Class B shares, the Fund pays the
Distributor for distributing the Fund's Class B shares at an aggregate annual
rate of .75 of 1% of the value of the average daily net assets of Class B. Under
the Service Plan for Class B shares, the Fund pays Dreyfus Service Corporation
or the Distributor for the provision of certain services to the holders of Class
B shares a fee at the annual rate of .25 of 1% of the value of the average daily
net assets of Class B.
Class C shares shall not be subject to a front-end sales charge, but
shall be subject to a CDSC. The amount of and provisions relating to the CDSC
are set forth on Schedule C hereto. Class C shares shall be subject to a
Distribution Plan and Service Plan each adopted pursuant to Rule 12b-1 under the
1940 Act. Under the Distribution Plan for Class C shares, the Fund pays the
Distributor for distributing the Fund's Class C shares at an aggregate annual
rate of .75 of 1% of the value of the average daily net assets of Class C. Under
the Service Plan for Class C shares, the Fund pays Dreyfus Service Corporation
or the Distributor for the provision of certain services to the holders of Class
C shares a fee at the annual rate of .25 of 1% of the value of the average daily
net assets of Class C.
-3-
<PAGE>
Class T shares shall be offered with a front-end sales charge, as such
term is defined in Rule 2830(b), and a CDSC may be assessed on certain
redemptions of Class T shares purchased without an initial sales charge as part
of an investment of $1 million or more. The amount of the sales charge and the
amount of and provisions relating to the CDSC pertaining to the Class T shares
are set forth on Schedule D hereto. Class T shares shall be subject to a
Distribution Plan and Service Plan each adopted pursuant to Rule 12b-1 under the
1940 Act. Under the Distribution Plan for Class T shares, the Fund pays the
Distributor for activities primarily intended to result in the sale of Class T
shares at the aggregate annual rate of .25 of 1% of the value of the average
daily net assets of Class T. The Distributor may pay one or more agents all or a
portion of such fee for advertising, marketing and other distribution services.
Under the Service Plan for Class T shares, the Fund pays Dreyfus Service
Corporation or the Distributor for the provision of certain services to holders
of Class T shares a fee at the annual rate of .25 of 1% of the value of the
average daily net assets of Class T.
Each Class of shares shall vote separately with respect to any matter
relating to the Plan or Plans that affect that Class.
5. EXPENSE ALLOCATION. The following expenses shall be allocated, to
the extent practicable, on a Class-by-Class basis: (a) fees under the
-4-
<PAGE>
Distribution Plans and Service Plans; (b) printing and postage expenses payable
by the Fund related to preparing and distributing materials, such as proxies, to
current shareholders of a specific Class; and (c) litigation or other legal
expenses relating solely to a specific Class.
6. CONVERSION FEATURES. Class B shares shall automatically convert to
Class A shares after a specified period of time after the date of purchase,
based on the relative net asset value of each such Class without the imposition
of any sales charge, fee or other charge, as set forth on Schedule E hereto. No
other Class shall be subject to any automatic conversion feature.
7. EXCHANGE PRIVILEGES. Class A shares shall be exchangeable only for
(a) Class A shares (however the same may be named) of other funds managed or
administered by Dreyfus; (b) Investor shares (however the same may be named) of
other funds managed or administered by Dreyfus; (c) Institutional shares
(however the same may be named) of other funds managed or administered by
Dreyfus (except Dreyfus Core Value Fund); (d) BASIC shares (however the same may
be named) of other funds managed or administered by Dreyfus (subject to the
minimum investment amount applicable to such shares); (e) shares of funds
managed or administered by Dreyfus which do not have separate share classes; and
(f) shares of certain other funds, as specified from time to time.
-5-
<PAGE>
Class B shares shall be exchangeable only for (a) Class B shares
(however the same may be named) of other funds managed or administered by
Dreyfus with the same CDSC structure as the Fund; and (b) shares of certain
other funds, as specified from time to time.
Class C shares shall be exchangeable only for (a) Class C shares
(however the same may be named) of other funds managed or administered by
Dreyfus with the same CDSC structure as the Fund; and (b) shares of certain
other funds, as specified from time to time.
Class T shares shall be exchangeable only for (a) Class A shares
(however the same may be named) of other funds managed or administered by
Dreyfus; (b) Investor shares (however the same may be named) of other funds
managed or administered by Dreyfus; (c) Institutional shares (however the same
may be named) of other funds managed or administered by Dreyfus (except Dreyfus
Core Value Fund); (d) BASIC shares (however the same may be named) of other
funds managed or administered by Dreyfus (subject to the minimum investment
amount applicable to such shares); (e) shares of funds managed or administered
by Dreyfus which do not have separate share classes; and (f) shares of certain
other funds, as specified from time to time.
Shares of a Fund that are subject to a CDSC may be exchanged for shares
of Dreyfus Worldwide Dollar Money Market Fund, Inc. on the terms provided in the
Fund's then-current Prospectus.
Dated: October 23, 1997
-6-
<PAGE>
EXHIBIT I
The Dreyfus/Laurel Funds, Inc. -
Dreyfus Premier Tax Managed Growth Fund
<PAGE>
SCHEDULE A
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 A % OF AS A % 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-
Letter of Intent and Right of Accumulation shall apply to purchases of
Class A shares as set forth in the Fund's then-current Prospectus.
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 C 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. Class A shares shall have
the benefit of the reinvestment privilege as set forth in the Fund's
then-current Prospectus.
<PAGE>
SCHEDULE B
CONTINGENT DEFERRED SALES CHARGE--CLASS B SHARES--A CDSC payable to the Fund's
Distributor shall be imposed on any redemption of Class B shares which reduces
the current net asset value of such Class B shares to an amount which is lower
than the dollar amount of all payments by the redeeming shareholder for the
purchase of Class B shares of the Fund held by such shareholder at the time of
redemption. No CDSC shall be imposed to the extent that the net asset value of
the Class B shares redeemed does not exceed (i)the current net asset value of
Class B shares acquired through reinvestment of dividends or capital gain
distributions, plus (ii) increases in the net asset value of the shareholder's
Class B shares above the dollar amount of all payments for the purchase of Class
B shares of the Fund held by such shareholder 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 net asset value rather than the purchase price.
In circumstances where the CDSC is imposed, the amount of the charge
shall depend on the number of years from the time the shareholder 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 shall 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:
CDSC AS A % OF
YEAR SINCE AMOUNT INVESTED
PURCHASE PAYMENT OR REDEMPTION
WAS MADE PROCEEDS
---------------- ---------------
First 4.00
Second 4.00
Third 3.00
Fourth 3.00
Fifth 2.00
Sixth 1.00
In determining whether a CDSC is applicable to a redemption, the
calculation shall be made in a manner that results in the lowest possible rate.
<PAGE>
Therefore, it shall 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 net asset value 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.
WAIVER OF CDSC--The CDSC shall 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 Internal Revenue Code of 1986, as amended (the "Code"), of the shareholder,
(b)redemptions 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 Fund's Distributor exceeds one million dollars, (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 70-1/2 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 in the Fund's then-current Prospectus. Any Fund shares subject to a
CDSC which were purchased prior to the termination of such waiver shall have the
CDSC waived as provided in the Fund's then-current Prospectus at the time of the
purchase of such shares.
REINVESTMENT PRIVILEGE--Class B shares shall have the benefit of the
reinvestment privilege as set forth in the Fund's then-current Prospectus.
<PAGE>
SCHEDULE C
CONTINGENT DEFERRED SALES CHARGE--CLASS C SHARES--A CDSC of 1.00% payable to the
Fund's Distributor shall be 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 shall be the method used in calculating the CDSC for Class B shares.
In addition, the provisions for waiving the CDSC shall be those set forth for
Class B shares.
<PAGE>
SCHEDULE D
FRONT-END SALES CHARGE--CLASS T SHARES--The public offering price for Class T
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 A % OF AS A % 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 2.00 2.00
$500,000 to less than $1,000,000 1.50 1.50
$1,000,000 or more -0- -0-
Letter of Intent and Right of Accumulation shall apply to purchases of
Class T as set forth in the Fund's then-current Prospectus.
CONTINGENT DEFERRED SALES CHARGE--CLASS T SHARES--A CDSC of 1% shall be assessed
at the time of redemption of Class T 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 T shares subject to a CDSC. Class T shares shall have
the benefit of the reinvestment privilege as set forth in the Fund's
then-current Prospectus.
<PAGE>
SCHEDULE E
CONVERSION OF CLASS B SHARES--Class B shares shall automatically convert to
Class A shares on the first Fund business day of the month in which the sixth
anniversary of the date of purchase occurs (unless otherwise specified by the
Board), based on the relative net asset values for shares of each such Class,
and shall be subject to the Distribution Plan for Class A shares but shall no
longer be subject to the Distribution Plan and Service Plan applicable to Class
B shares. (Such conversion is subject to suspension by the Board members if
adverse tax consequences might result.) At that time, Class B shares that have
been acquired through the reinvestment of dividends and distributions ("Dividend
Shares") shall be converted in the proportion that a shareholder's Class B
shares (other than Dividend Shares) converting to Class A shares bears to the
total Class B shares then held by the shareholder which were not acquired
through the reinvestment of dividends and distributions.
Exhibit 25(a)
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Marie E. Connolly, Mark
Karpe, Elizabeth A. Keeley 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/ Marie E. Connolly
Marie E. Connolly
Dated: September 25, 1997
