PROXY
DREYFUS STRATEGIC MUNICIPAL BOND FUND, INC.
The undersigned stockholder(s) of Dreyfus Strategic Municipal Bond
Fund, Inc. hereby appoint(s) Robert R. Mullery and Michael A. Rosenberg,
and each of them, the attorneys and proxies of the undersigned, with
full power of substitution, to vote, as indicated herein, all of the
shares of Dreyfus Strategic Municipal Bond Fund, Inc. standing in the
name of the undersigned at the close of business on March 18, 1998 at
the Annual Meeting of Stockholders to be held at the offices of The
Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New York, New
York, commencing at 10:00 a.m. on Friday, May 15, 1998, and at any and
all adjournments thereof, with all of the powers of the undersigned
would possess if then and there personally present and especially (but
without limiting the general authorization and power hereby given) to
vote as indicated on the proposals, as more fully described in the Proxy
Statement for this meeting.
SEE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE
REVERSE REVERSE
SIDE SIDE
Please mark
votes as in
this example
THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS AND WILL BE
VOTED FOR THE PROPOSALS BELOW UNLESS OTHERWISE INDICATED.
FOR AGAINST ABSTAIN
1. Election of Directors. 2. To ratify the selection
of the Fund's
Class II Nominees: independent auditors.
Ehud Houminer, Robin A. Smith
FOR WITHHELD
3. In their discretion, the proxies are
authorized to vote upon such other
business as may properly come before
the meeting, or any adjournment(s)
thereof.
For both nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
Sign, Date and Return the
Proxy Card Promptly Using
the Enclosed Envelope.
Signature(s) should be
exactly as name or names
appearing on this proxy. If
shares are held jointly,
each holder should sign. If
signing is by attorney,
executor, administrator,
trustee or guardian please
give full title.
Signature: ________________________________________ Date: ____________
Signature: ________________________________________ Date: ____________
IMPORTANT
Please Act Promptly
Sign, Date and Mail your Proxy Card(s) Today.
No matter how many shares you own, your vote is important.
Voting can also help the Fund save money. To hold a meeting, a
quorum must be represented. Voting today can save the Fund the
expense of another solicitation for proxies required to achieve
a quorum.
Please note, that if you hold more than one account in the Fund,
a proxy card will be sent to you for each of your accounts. You
should sign and return each proxy card in order for all votes to
be counted.
Thank you for your interest in the Fund.
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant /*/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/*/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Dreyfus Strategic Municipal Bond Fund, Inc.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Dreyfus Strategic Municipal Bond Fund, Inc.
-----------------------------------------------
(Name of Person(s) Filing Proxy Statement)
DREYFUS STRATEGIC MUNICIPAL BOND FUND, INC.
DREYFUS STRATEGIC MUNICIPALS, INC.
------------------------------------------
NOTICE OF ANNUAL MEETINGS OF STOCKHOLDERS
------------------------------------------
To the Stockholders:
The Annual Meeting of Stockholders of each of Dreyfus Strategic
Municipal Bond Fund, Inc. and Dreyfus Strategic Municipals, Inc. (each, a
"Fund" and, collectively, the "Funds") will be held at the offices of The
Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New York, New York, on
Friday, May 15, 1998 at 10:00 a.m., for the following purposes:
1. To elect Directors to serve for a specified term and until their
successors are duly elected and qualified.
2. To ratify the selection of the Fund's independent auditors.
3. To transact such other business as may properly come before the
meeting, or any adjournment or adjournments thereof.
Stockholders of record at the close of business on March 18, 1998
will be entitled to receive notice of and to vote at the meeting.
By Order of the Board
Michael S. Petrucelli
Assistant Secretary
New York, New York
March 19, 1998
- -----------------------------------------------------------------------------
WE NEED YOUR PROXY VOTE IMMEDIATELY
A STOCKHOLDER MAY THINK HIS VOTE IS NOT IMPORTANT, BUT IT IS VITAL.
BY LAW, THE ANNUAL MEETING OF STOCKHOLDERS OF EACH FUND WILL HAVE TO BE
ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS
REPRESENTED. IN THAT EVENT, THE AFFECTED FUND WOULD CONTINUE TO SOLICIT
VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE
CRITICAL TO ENABLE THE FUND(S) TO HOLD THE MEETING(S) AS SCHEDULED, SO
PLEASE RETURN YOUR PROXY CARD IMMEDIATELY. YOU AND ALL OTHER STOCKHOLDERS
WILL BENEFIT FROM YOUR COOPERATION.
- -----------------------------------------------------------------------------
DREYFUS STRATEGIC MUNICIPAL BOND FUND, INC.
DREYFUS STRATEGIC MUNICIPALS, INC.
COMBINED PROXY STATEMENT
------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, MAY 15, 1998
This proxy statement is furnished in connection with a solicitation
of proxies by the Board of each of Dreyfus Strategic Municipal Bond Fund,
Inc. ("DSMB") and Dreyfus Strategic Municipals, Inc. ("DSM") (each, a "Fund"
and, collectively, the "Funds") to be used at the Annual Meeting of
Stockholders of each Fund to be held on Friday, May 15, 1998 at 10:00 a.m.,
at the offices of The Dreyfus Corporation ("Dreyfus"), 200 Park Avenue, 7th
Floor West, New York, New York, for the purposes set forth in the accompanying
Notice of Annual Meetings of Stockholders. Stockholders of record at the
close of business on March 18, 1998 are entitled to be present and to vote at
the meeting. Stockholders are entitled to one vote for each Fund share held
and fractional votes for each fractional Fund share held. Stockholders can
vote only on matters affecting the Fund(s) of which they are stockholders.
Shares represented by executed and unrevoked proxies will be voted in
accordance with the specifications made thereon. If any enclosed form of
proxy is executed and returned, it nevertheless may be revoked by another
proxy or by letter or telegram directed to the relevant Fund, which must
indicate the stockholder's name. To be effective, such revocation must be
received prior to the relevant Fund's meeting. In addition, any stockholder
who attends a meeting in person may vote by ballot at the relevant Fund
meeting, thereby canceling any proxy previously given. As of February 27,
1998, the Funds had outstanding the following number of shares:
NAME OF FUND SHARES OUTSTANDING
________- ____________________
DSMB 47,199,079
DSM 57,989,777
It is estimated that proxy materials will be mailed to stockholders
of record on or about April 1, 1998. The principal
executive offices of each Fund are located at 200 Park Avenue, New York, New
York 10166. COPIES OF EACH FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS
ARE AVAILABLE UPON REQUEST, WITHOUT CHARGE, BY WRITING TO THE FUND AT 144
GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-0144, OR BY CALLING
TOLL-FREE 1-800-334-6899.
Stockholders of each Fund will vote as a single class and will vote
separately on each proposal on which stockholders of that Fund are entitled
to vote. If a proposal is approved by stockholders of one Fund and
disapproved by stockholders of the other Fund, the proposal will be
implemented only for the Fund that approved the proposal. Therefore, it is
essential that stockholders who own shares in both Funds complete, date, sign
and return EACH proxy card they receive.
PROPOSAL 1. ELECTION OF DIRECTORS
Each Fund's Board of Directors is divided into three classes with
the term of office of one class expiring each year. It is proposed that
stockholders of each Fund consider the election of the individuals listed
below (the "Nominees") as Directors of the indicated class of such Fund. With
respect to DSMB, Mr. Houminer and Ms. Smith, who have been Directors of DSMB
since 1994 and 1995, respectively, are to be elected as Class II Directors to
serve for a three-year term. With respect to DSM, Messrs. Carter, DiMartino
and Leone, who have been Directors of DSM since 1989, 1995 and 1989,
respectively, are to be elected as Class I Directors to serve for a
three-year term. Mr Houminer and Ms. Smith also are continuing Class II
Directors of DSM and Messrs. Carter, DiMartino and Leone also are continuing
Class I Directors of DSMB. Each Nominee has consented to being named in this
proxy statement and has agreed to serve as a Director of the indicated Fund
if elected. Biographical information about each Nominee is set forth below.
Biographical information about each Fund's other continuing Directors and
other relevant information is set forth on Exhibit A. Unless otherwise
indicated, information set forth herein applies to both Funds.
<TABLE>
<CAPTION>
NAME, PRINCIPAL OCCUPATION YEAR
AND BUSINESS EXPERIENCE FOR DIRECTOR TERM
PAST FIVE YEARS AGE SINCE EXPIRES
_______________ ____ _________ _________
<S> <C> <C> <C>
HODDING CARTER, III _ CLASS I DIRECTOR OF DSM ONLY 62 1989 2001
Chairman of MainStreet, a television production company.
Since 1995, Knight Professor of Public Affairs Journalism at the
University of Maryland. From 1985 to 1986, he was editor and chief
correspondent of "Capitol Journal," a weekly Public Broadcasting System
("PBS") series on Congress. From 1981 to 1984, he was anchorman and chief
correspondent for PBS' "Inside Story," a regularly scheduled half-hour
critique of press performance. From 1977 to July 1, 1980, Mr. Carter served
as Assistant Secretary of State for Public Affairs and as Department of State
spokesman. His address is c/o MainStreet, 918 Sixteenth Street, N.W.,
Washington, D.C. 20006.
JOSEPH S. DIMARTINO _ CLASS I DIRECTOR OF DSM ONLY 54 1995 2001
CHAIRMAN OF THE BOARD Since January 1995, Chairman of the Board
of various funds in the Dreyfus Family of Funds. He is
also a director of Staffing Resources, Inc., a temporary placement agency,
The Muscular Dystrophy Association, HealthPlan Services Corporation, a
provider of marketing, administrative and risk management services to health
and other benefit programs, The Noel Group, Inc., a venture capital company,
Carlyle Industries, Inc. (formerly, Belding Heminway Company, Inc.), a button
packager and distributor, and Century Business Services, Inc. (formerly,
International Alliance Services, Inc.), a provider of various outsourcing
functions for small to medium size businesses. For more than five years prior
to January 1995, he was President, a director and, until August 1994, Chief
Operating Officer of Dreyfus and Executive Vice President and a director of
Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus. From
August 1994 until December 31, 1994, he was a director of Mellon Bank
Corporation. His address is 200 Park Avenue, New York, New York 10166.
[Page 2]
NAME, PRINCIPAL OCCUPATION YEAR
AND BUSINESS EXPERIENCE FOR DIRECTOR TERM
PAST FIVE YEARS AGE SINCE EXPIRES
________________ ____ ___________ _________
EHUD HOUMINER _ CLASS II DIRECTOR OF DSMB ONLY 57 1994 2001
Professor and Executive-in-Residence at the Columbia Business
School, Columbia University. Since January 1996, Principal
of Lear, Yavitz, and Associates, a management consultant firm. He also is a
director of Avnet Inc. and Super-Sol Limited. His address is c/o Columbia
Business School, Columbia University, Uris Hall, Room 526, New York, New York
10027.
RICHARD C. LEONE_ CLASS I DIRECTOR OF DSM ONLY 57 1989 2001
President of The Twentieth Century Fund, Inc., a tax exempt
research foundation engaged in the studies of economic,
foreign policy and domestic issues. From April 1990 to March 1994, Chairman,
and from April 1988 to March 1994, a Commissioner, of The Port Authority of
New York and New Jersey. From January 1986 to January 1989, Managing Director
of Dillon, Read & Co., Inc. Mr. Leone is also a director of Dynex, Inc. His
address is 41 East 70th Street, New York, New York 10021.
ROBIN A. SMITH _ CLASS II DIRECTOR OF DSMB ONLY 34 1995 2001
</TABLE>
Since March 1996, President of the Boisi Family Foundation,
a private family foundation located in New York City devoted
to youths and higher education, and Assistant to the Chief Executive Officer
of The Beacon Group, LLC, a private equity firm and advisory partnership.
Since 1993, Vice President, and from March 1992 to October 1993, Executive
Director of One-to-One Partnership, Inc., a national non-profit organization
that seeks to promote mentoring and economic empowerment for at-risk youths.
From June 1986 to February 1992, she was an investment banker with Goldman,
Sachs & Co. She is also a Trustee of Westover School and a Board member of
the Jacob A. Riis Settlement House and the High/Scope Educational Research
Foundation. Her address is 399 Park Avenue, 17th Floor, New York, New York
10022.
The persons named in the accompanying form of proxy intend to vote
each such proxy for the election of the Nominees, unless stockholders
specifically indicate on their proxies the desire to withhold authority to
vote for elections to office. It is not contemplated that any Nominee will be
unable to serve as a Board member for any reason, but if that should occur
prior to the meeting, the proxyholders reserve the right to substitute
another person or persons of their choice as nominee or nominees.
[Page 3]
Each Fund has an audit committee comprised of its Directors who are
not "interested persons" (as defined in the Investment Company Act of 1940,
as amended (the "1940 Act")) of the Fund, the function of which is to routinely
review financial statements and other
audit-related matters as they arise throughout the year. Neither Fund has a
standing nominating or compensation committee or any committee performing
similar functions. As of February 28, 1998, Mr. Leone owned 2,800 shares of
DSM's Common Stock, constituting less than 1% of such Fund's outstanding
shares. As of such date, no other Nominee, Director or officer owned any
shares of either Fund's common stock outstanding.
The Funds typically pay the Directors an annual retainer and a per
meeting fee ($2,500/$500 for DSMB and $4,500/$500 for DSM) and reimburse them
for their expenses. The Chairman of the Board of each Fund, which position is
held by Mr. DiMartino, receives an additional 25% in annual retainer and per
meeting fees. For each Fund's most recent fiscal year, the number of Board
meetings that were held and aggregate amount of compensation received by each
continuing Director who is not a Nominee from the Fund and all other funds in
the Dreyfus Family of Funds for which such person is a Board member are set
forth on Exhibit A. Certain information concerning each Fund's officers is
also set forth on Exhibit A. The Funds do not pay any other remuneration to
their officers and Directors and neither Fund has a bonus, pension,
profit-sharing or retirement plan.
The aggregate amount of compensation paid to each Nominee by DSMB
for its fiscal year ended November 30, 1997, and by DSM for its fiscal year
ended September 30, 1997, and the aggregate amount of compensation paid to
each such Nominee by all other funds in the Dreyfus Family of Funds for which
such Nominee is a Board member (the number of which is set forth in
parenthesis next to each Nominee's total compensation) for the year ended
December 31, 1997, was as follows:
<TABLE>
<CAPTION>
TOTAL
COMPENSATION
FROM EACH FUND AND
AGGREGATE FUND COMPLEX
NAME OF COMPENSATION PAID TO
NOMINEE AND FUND FROM EACH FUND* NOMINEE
----------------- ---------------- ------------------
<S> <C> <C>
Hodding Carter, III 42,750 (7)
DSMB 5,000
DSM 7,000
Joseph S. DiMartino 597,128 (96)
DSMB 6,875
DSM 9,375
Ehud Houminer 68,250 (11)
DSMB 5,500
DSM 7,500
Richard C. Leone 38,500 (7)
DSMB 5,000
DSM 6,500
Robin A. Smith 41,750 (7)
DSMB 5,000
DSM 6,500
</TABLE>
* Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $860 for both Funds for all Directors as a group.
For each Fund, election of each of the Nominees requires the
affirmative vote of a plurality of the votes cast at the Fund's meeting.
[Page 4]
PROPOSAL 2. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The 1940 Act requires that each Fund's independent auditors be
selected by a majority of those Directors who are not "interested persons"
(as defined in the 1940 Act) of the Fund; that such selection be submitted
for ratification or rejection at the Annual Meeting of Stockholders; and that
the employment of such independent auditors be conditioned on the right of
the Fund, by vote of a majority of its outstanding securities at any meeting
called for that purpose, to terminate such employment forthwith without
penalty. Each Fund's Board, including a majority of those Directors who are
not "interested persons" of the Fund, approved the selection of Ernst & Young
LLP for such Fund's current fiscal year at a Board meeting held on February
2, 1998. Accordingly, the selection by each Fund's Board of Ernst & Young LLP
as independent auditors for the current fiscal year is submitted to the
stockholders for ratification. Apart from its fees as independent auditors
and certain consulting fees, neither Ernst & Young LLP nor any of its
partners has a direct, or material indirect, financial interest in either
Fund or Dreyfus.
Ernst & Young LLP, a major international independent accounting
firm, has acted as auditors of each Fund since the Funds' organization. Each
Fund's Board believes that the continued employment of the services of Ernst
& Young LLP for the current fiscal year would be in the best interests of the
Fund.
A representative of Ernst & Young LLP is expected to be present at
the meeting, will have the opportunity to make a statement and will be
available to respond to appropriate questions.
EACH FUND'S BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF
ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE FUND.
OTHER MATTERS
If a proxy is properly executed and returned accompanied by
instructions to withhold authority to vote, represents a broker "non-vote"
(that is, a proxy from a broker or nominee indicating that such person has
not received instructions from the beneficial owner or other person entitled
to vote shares of the Fund on a particular matter with respect to which the
broker or nominee does not have discretionary power) or marked with an
abstention (collectively, "abstentions"), the Fund's shares represented thereb
y will be considered to be present at the meeting for purposes of determining
the existence of a quorum for the transaction of business. Under Maryland
law, abstentions do not constitute a vote "for" or "against" a matter and
will be disregarded in determining "votes cast" on an issue.
Each Fund's Board is not aware of any other matter which may come
before the meeting. However, should any such matter with respect to one or
both Funds properly come before the meeting, it is the intention of the
persons named in the accompanying form of proxy to vote the proxy in
accordance with their judgment on such matter.
Each Fund will bear its pro rata share of the cost of soliciting
proxies. In addition to the use of the mails, proxies may be solicited
personally, by telephone or by telegraph, and each Fund may pay persons
holding shares of a Fund in their names or those of their nominees for their
expenses in sending soliciting materials to their principals.
Proposals that stockholders wish to include in either Fund's proxy
statement for the Fund's next Annual Meeting of Stockholders must be sent in
writing and received by the Fund no later than October 30, 1998 at the
principal executive offices of the Fund at 200 Park Avenue, New York, New
York 10166, Attention: General Counsel.
Dreyfus, located at 200 Park Avenue, New York, New York 10166,
serves as the Funds' investment adviser. Richard F. Syron became a director
of Dreyfus as of July 22, 1997. Ronald P. O'Hanley became a Vice Chairman of
Dreyfus as of January 15, 1998. Christopher J. Kelley, Kathleen K. Morrisey
and Elba Vasquez each was elected Vice President and Assistant Secretary to
the Funds as of February 2, 1998. None of the above had any ownership of, or
engaged in any transaction with respect to, the Funds' shares at the time
they assumed their positions. They filed a Form 3 pursuant to Section 16(a)
of the Securities Exchange Act of 1934 on November 18, 1997, March 5, 1998,
March 2, 1998, February 27, 1998 and February 25, 1998, respectively.
[Page 5]
NOTICE TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise, as appropriate, Dreyfus Strategic Municipals, Inc.,
in care of The Bank of New York, Proxy Department, 101 Barclay Street, New
York, New York 10286, or Dreyfus Strategic Municipal Bond Fund, Inc., in care
of Bank of Boston, Shareholder Services Division, Proxy Department, P.O. Box
17191/M/S: 45-01-02, Boston, Massachusetts 02105, whether other persons are
the beneficial owners of the shares for which proxies are being solicited,
and if so, the number of copies of the proxy statement and other soliciting
material you wish to receive in order to supply copies to the beneficial
owners of shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS
WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE,
SIGN, DATE AND RETURN EACH PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated: March 19, 1998
<TABLE>
<CAPTION>
[Page 6]
EXHIBIT A
PART I
Part I sets forth information relevant to the continuing Directors.
BOARD MEMBERS
NAME, PRINCIPAL OCCUPATION YEAR
AND BUSINESS EXPERIENCE FOR DIRECTOR TERM
PAST FIVE YEARS AGE SINCE EXPIRES
________________ _____ _______ ___________
<S> <C> <C> <C>
DAVID W. BURKE 61 DSMB-1994 1999
Chairman of the Broadcasting Board of Governors, an DSM-1994 2000
independent board within the United States Information Agency,
since August 1995. From August 1994 to December 1994, he
was a consultant to Dreyfus, and from October 1990 to August 1994, he was
Vice President and Chief Administrative Officer of Dreyfus. From 1977 to
1990, Mr. Burke was involved in the management of national television news,
as Vice President and Executive Vice President of ABC News, and subsequently
as President of CBS News. His address is 197 Eighth Street, Charlestown,
Massachusetts 02642.
HANS C. MAUTNER 60 DSMB-1989 1999
Chairman, Trustee and Chief Executive Officer of DSM-1987 2000
Corporate Property Investors, a real estate investment company.
Since January 1986, a Director of Julius Baer
Investment Management, Inc., a wholly-owned subsidiary of Julius Baer
Securities, Inc. His address is 305 East 47th Street, New York, New York
10017.
JOHN E. ZUCCOTTI 60 DSMB-1989 1999
President and Chief Executive Officer of Olympia & York DSM-1987 2000
</TABLE>
Companies (U.S.A.) and a member of its Board of Directors since
the inception of the Board on July 27, 1993. From 1986
to 1990, he was a partner in the law firm of Brown & Wood, and from 1978
to 1986, a partner in the law firm of Tufo & Zuccotti. He was First
Deputy Mayor of the City of New York from December 1975 to June 1977,
and Chairman of the City Planning Commission for the City of New York
from 1973 to 1975. Mr. Zuccotti is also a Director of Starrett Housing
Corporation, a construction, development and management of real estate
properties corporation and Capstone Pharmacy Services, Inc. His address
is One Liberty Plaza,New York, New York 10006.
[Page A-1]
PERTAINING TO THE BOARD OF EACH FUND
* Number of Board and committee meetings held during
the last fiscal year: DSMB-6 and DSM-6
* Directors, if any, attending fewer than 75%
of all Board and committee meetings, as applicable,
held in the last fiscal year during the
period the Director was in office: John E. Zuccotti
The aggregate amount of compensation paid to each continuing
Director by DSMB for its fiscal year ended November 30, 1997 and by DSM for
its fiscal year ended September 30, 1997 and by all other funds in the
Dreyfus Family of Funds for which such continuing Director is a Board member
(the number of which is set forth in parenthesis next to each Director's
total compensation) for the year ended December 31, 1997, was as follows:
<TABLE>
<CAPTION>
TOTAL
COMPENSATION
FROM EACH FUND AND
AGGREGATE FUND COMPLEX
NAME OF CONTINUING COMPENSATION PAID TO
DIRECTOR AND FUND FROM EACH FUND* CONTINUING DIRECTOR
- ----------------- ---------------- ----------------------
<S> <C> <C>
David W. Burke 239,000 (49)
DSMB 5,500
DSM 7,500
Hans C. Mautner 41,750 (7)
DSMB 5,000
DSM 7,000
John E. Zuccotti 36,000 (7)
DSMB 4,500
DSM 6,000
</TABLE>
*Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $860 for both Funds for all Directors as a group.
[Page A-2]
PART II
Part II sets forth information relevant to the executive officers of
each Fund.
<TABLE>
<CAPTION>
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS
___________ ____ ___________________________________________________________________
<S> <C> <C>
MARIE E. CONNOLLY
President and Treasurer 40 President, Chief Executive Officer, Chief
Compliance Officer and a Director of Premier Mutual Fund Services, Inc.
("Premier"), and Funds Distributor, Inc., the ultimate parent of which is
Boston Institutional Group, Inc., and an officer of other investment
companies advised or administered by Dreyfus.
JOSEPH F. TOWER, III
Vice President and
Assistant Treasurer 35 Senior Vice President, Treasurer, Chief Financial
Officer and a director of Premier and Funds Distributor, Inc.,
and an officer of other investment companies advised or
administered by Dreyfus. From July 1988 to August 1994,
he was employed by The Boston Company, Inc. where he
held various management positions in the Corporate Finance
and Treasury areas.
MARY A. NELSON
Vice President and
Assistant Treasurer 33 Vice President of Premier and Funds Distributor, Inc., and an officer
of other investment companies advised or administered by
Dreyfus. From September 1989 to July 1994, she was an Assistant Vice
President and Client Manager for The Boston Company, Inc.
MICHAEL S. PETRUCELLI
Vice President and
Assistant Treasurer 36 Senior Vice President of Funds Distributor, Inc.,
and an officer of other investment companies advised or administered by
Dreyfus. 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 a Director of GE Investment Services. His address is 200 Park Avenue,
45th Floor, New York, NY 10166.
[Page A-3]
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS
___________ ____ ___________________________________________________________________
RICHARD W. INGRAM
Vice President and
Assistant Treasurer 41 Executive Vice President of Premier and Funds
Distributor, Inc., and an officer of other investment companies advised
or administered by the Manager. 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 at
The Boston Company, Inc.
DOUGLAS C. CONROY
Vice President and
Assistant Secretary 28 Assistant Vice President of Funds Distributor, Inc., and an
officer of other investment companies advised or administered by
Dreyfus. 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 The Boston Company, Inc.
ELBA VASQUEZ
Vice President and
Assistant Secretary 36 Assistant Vice President of Funds Distributor, Inc., and an officer
of other investment companies advised or administered by
Dreyfus. From March 1990 to May 1996, she was employed by U.S. Trust
Company of New York. As an officer of U.S. Trust, she held various sales
and marketing positions. Her address is 200 Park Avenue,
45th Floor, New York, NY 10166.
[Page A-4]
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS
___________ ______ _____________________________________________________________________
KATHLEEN K. MORRISSEY
Vice President and
Assistant Secretary 25 Vice President and Assistant Secretary of Funds
Distributor, Inc., and an officer of other investment companies advised
or administered by Dreyfus. From July 1994 to November 1995, she was a
Fund Accountant for Investors Bank & Trust Company.
CHRISTOPHER J. KELLEY
Vice President and
Assistant Secretary 33 Vice President and Senior Associate General Counsel
of Premier and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by Dreyfus.
From April 1994 to July 1996, he was Assistant Counsel at
Forum Financial Group. From October 1992 to March 1994,
he was employed by Putnam Investments in legal and compliance
capacities.
</TABLE>
Unless otherwise indicated, the address of each officer of the Fund
is 200 Park Avenue, New York, New York 10166.
[Page A-5]
