File No. 33-44254
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
Pre-Effective Amendment No. [ X ]
Post-Effective Amendment No. 6 [ ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 6 [ X ]
(Check appropriate box or boxes.)
DREYFUS GLOBAL INVESTING, INC.
(d/b/a as PREMIER GLOBAL INVESTING)
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
----
on (date) pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
X on February 28, 1994 pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) of Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
----
Registrant has registered an indefinite number of shares of its common
stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the
fiscal year ended October 31, 1994 was filed on or about December 26, 1994.
DREYFUS GLOBAL INVESTING, INC.
(d/b/a as PREMIER GLOBAL INVESTING)
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
_________ _______ ____
1 Cover Page Cover
2 Synopsis 2
3 Condensed Financial Information 2
4 General Description of Registrant 3
5 Management of the Fund 16
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 28, 30
7 Purchase of Securities Being Offered 17
8 Redemption or Repurchase 24
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
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10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-31
13 Investment Objectives and Policies B-2
14 Management of the Fund B-13
15 Control Persons and Principal B-16
Holders of Securities
16 Investment Advisory and Other B-16
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
DREYFUS GLOBAL INVESTING, INC.
(d/b/a as PREMIER GLOBAL INVESTING)
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ _____
17 Brokerage Allocation B-30
18 Capital Stock and Other Securities B-31
19 Purchase, Redemption and Pricing B-18, B-21
of Securities Being Offered & B-26
20 Tax Status *
21 Underwriters B-18
22 Calculations of Performance Data B-29
23 Financial Statements B-38
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-11
30 Location of Accounts and Records C-14
31 Management Services C-14
32 Undertakings C-14
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
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PROSPECTUS FEBRUARY 28, 1995
PREMIER GLOBAL INVESTING
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PREMIER GLOBAL INVESTING (THE "FUND") IS AN OPEN-END,
NON-DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MUTUAL FUND. ITS
GOAL IS CAPITAL GROWTH. THE FUND INVESTS PRINCIPALLY IN PUBLICLY ISSUED
COMMON STOCKS OF FOREIGN AND DOMESTIC ISSUERS, AS WELL AS OTHER SECURITIES OF
A BROAD RANGE OF FOREIGN AND DOMESTIC COMPANIES AND GOVERNMENTS.
YOU CAN PURCHASE OR REDEEM SHARES BY TELEPHONE USING DREYFUS
TELETRANSFER.
THE DREYFUS CORPORATION PROFESSIONALLY MANAGES THE FUND'S PORTFOLIO.
BY THIS PROSPECTUS, CLASS A AND CLASS B SHARES OF THE FUND ARE BEING
OFFERED. CLASS A SHARES ARE SUBJECT TO A SALES CHARGE IMPOSED AT THE TIME OF
PURCHASE AND CLASS B SHARES ARE SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE
IMPOSED ON REDEMPTIONS MADE WITHIN SIX YEARS OF PURCHASE. OTHER DIFFERENCES
BETWEEN THE TWO CLASSES INCLUDE THE SERVICES OFFERED TO AND THE EXPENSES
BORNE BY EACH CLASS AND CERTAIN VOTING RIGHTS, AS DESCRIBED HEREIN. THE FUND
OFFERS THESE ALTERNATIVES SO AN INVESTOR MAY CHOOSE THE METHOD OF PURCHASING
SHARES THAT IS MOST BENEFICIAL GIVEN THE AMOUNT OF THE PURCHASE, THE LENGTH
OF TIME THE INVESTOR EXPECTS TO HOLD THE SHARES AND OTHER CIRCUMSTANCES.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT
YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR FUTURE
REFERENCE.
THE STATEMENT OF ADDITIONAL INFORMATION, DATED FEBRUARY 28, 1995,
WHICH MAY BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF
CERTAIN AREAS IN THIS PROSPECTUS AND OTHER MATTERS WHICH MAY BE OF INTEREST
TO SOME INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION AND IS INCORPORATED HEREIN BY REFERENCE. FOR A FREE COPY, WRITE TO
THE FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-0144, OR
CALL 1-800-645-6561. WHEN TELEPHONING, ASK FOR OPERATOR 666.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
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TABLE OF CONTENTS
PAGE
FEE TABLE......................................... 2
CONDENSED FINANCIAL INFORMATION................... 2
ALTERNATIVE PURCHASE METHODS...................... 3
DESCRIPTION OF THE FUND........................... 3
MANAGEMENT OF THE FUND............................ 16
HOW TO BUY FUND SHARES............................ 17
SHAREHOLDER SERVICES.............................. 20
HOW TO REDEEM FUND SHARES......................... 24
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN... 27
DIVIDENDS, DISTRIBUTIONS AND TAXES................ 28
PERFORMANCE INFORMATION........................... 29
GENERAL INFORMATION............................... 30
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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.
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<TABLE>
<CAPTION>
FEE TABLE
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price).................................. 4.50% -_
Maximum Deferred Sales Charge Imposed on Redemptions
(as a percentage of the amount subject to charge).................... -_ 4.00%
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Management Fees...................................................... .75% .75%
12b-1 Fees........................................................... -_ .75%
Other Expenses....................................................... .64% .65%
Total Fund Operating Expenses........................................ 1.39% 2.15%
</TABLE>
<TABLE>
<CAPTION>
<C> <C> <C> <C> <C>
EXAMPLE:
You would pay the following expenses on
a $1,000 investment, assuming (1) 5%
annual return and (2) except where noted,
redemption at the end of each time period: 1 YEAR 3 YEARS 5 YEARS 10 YEARS*
CLASS A: $ 59 $ 87 $118 $204
CLASS B: $ 62 $ 97 $135 $211
ASSUMING NO REDEMPTION OF
CLASS B SHARES: $ 22 $ 67 $115 $211
</TABLE>
*Ten-year figures assume conversion of Class B shares to Class A shares
at the end of the sixth year following the date of purchase.
- ----------------------------------------------------------------------------
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%.
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The purpose of the foregoing table is to assist you in understanding
the various costs and expenses that the investors will bear, directly or
indirectly, the payment of which will reduce investors' return on an annual
basis. Long-term investors in Class B shares could pay more in 12b-1 fees
than the economic equivalent of paying a front-end sales charge. Certain
Service Agents (as defined below) may charge their clients direct fees for
effecting transactions in Fund shares; such fees are not reflected in the
foregoing table. See "Management of the Fund," "How to Buy Fund Shares" and
"Distribution Plan and Shareholder Services Plan."
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited by Ernst &
Young LLP, the Fund's independent auditors, whose report thereon appears in
the Fund's Statement of Additional Information. Further financial data and
related notes are included in the Fund's Statement of Additional Information,
available upon request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of common stock outstanding, total investment return, ratios to average net
assets and other supplemental data for each year indicated. This information
has been derived from the Fund's financial statements.
<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES
--------------------------- -----------------
YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
----------------------------- -------------------
<S> <C> <C> <C> <C> <C>
PER SHARE DATA: 1992(1) 1993 1994 1993(2) 1994
------- -------- ------- ------- -----
Net asset value, beginning of year.............. $12.50 $13.68 $15.58 $13.51 $15.49
------ ------- ------- ------ ------
INVESTMENT OPERATIONS:
Investment income (loss)-net.................... .05 .10 .15 (.01) .06
Net realized and unrealized gain on investments..... 1.13 2.01 .71 1.99 .67
------ ------- ------- ------ ------
TOTAL FROM INVESTMENT OPERATIONS.................... 1.18 2.11 .86 1.98 .73
------ ------- ------- ------ ------
DISTRIBUTIONS:
Dividends from investment income-net.................. -- (.09) (.08) -- (.05)
Dividends from net realized gain on investments....... -- (.12) (.58) -- (.58)
------ ------- ------- ------ ------
TOTAL DISTRIBUTIONS................................ -- (.21) (.66) -- (.63)
------ ------- ------- ------ ------
Net asset value, end of year....................... $13.68 $15.58 $15.78 $15.49 $15.59
TOTAL INVESTMENT RETURN(3) 9.44%(4) 15.66% 5.62% 14.66%(4) 4.82%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............ 1.76%(4) 1.66% 1.38% 1.96%(4) 2.15%
Ratio of dividends on securities sold
short to average net assets....................... -- .01% .01% .01%(4) --
Ratio of net investment income
(loss) to average net assets...................... .74%(4) .98% .95% (.18)%(4) .23%
Portfolio Turnover Rate............................ 208.70%(4) 179.28% 156.98% 179.28% 156.98%
Net Assets, end of year (000's Omitted)............ $35,669 $75,066 $79,017 $40,897 $76,897
(1) From January 31, 1992 (commencement of operations) to October 31, 1992.
(2) From January 15, 1993 (commencement of initial offering) through October 31, 1993.
(3) Exclusive of sales load.
(4) Not annualized.
</TABLE>
Page 2
Further information about the Fund's performance is contained in the
Fund's annual report, which may be obtained without charge by writing to the
address or calling the number set forth on the cover page of this Prospectus.
ALTERNATIVE PURCHASE METHODS
The Fund offers you two 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 Class A and Class B share represents an
identical pro rata interest in the Fund's investment portfolio.
Class A shares are sold at net asset value per share plus a maximum
initial sales charge of 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 Fund Shares_Class A Shares." These shares
are subject to an annual shareholder services fee at the rate of .25 of l% of
the value of the average daily net assets of Class A. See "Distribution Plan
and Shareholder Services Plan_Shareholder Services Plan."
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 six years of purchase. See "How to Buy Fund
Shares_Class B Shares" and "How to Redeem Fund Shares -- Contingent Deferred
Sales Charge_Class B Shares." These shares also are subject to an annual
shareholder services fee at the rate of .25 of l% of the value of the average
daily net assets of Class B. In addition, Class B shares are subject to an
annual distribution fee at the rate of .75 of l% of the value of the average
daily net assets of Class B. See "Distribution Plan and Shareholder Services
Plan." The distribution fee paid by Class B will cause such Class to have a
higher expense ratio and to pay lower dividends than Class A. Approximately
six years after the date of purchase, Class B shares automatically will
convert to Class A shares, based on the relative net asset values for shares
of each Class, and will no longer be subject to the distribution fee. Class B
shares that have been acquired through the reinvestment of dividends and
distributions will be converted on a pro rata basis together with other Class
B shares, in the proportion that a shareholder's Class B shares converting to
Class A shares bears to the total Class B shares not acquired through the
reinvestment of dividends and distributions.
The decision as to which Class of shares is more 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 and CDSC on Class B shares prior to
conversion would be less than the initial sales charge on Class A shares
purchased at the same time, and to what extent, if any, such differential
would be offset by the return of Class A. In this regard, 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 fees on Class B shares may
exceed the initial sales charge on Class A shares during the life of the
investment. Generally, Class A shares may be more appropriate for investors
who invest $100,000 or more in Fund shares.
DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE
The Fund's goal is to provide you with capital growth. The Fund's
investment objective cannot be changed without approval by the holders of a
majority (as defined in the Investment Company Act of 1940) of the Fund's
outstanding voting shares. There can be no assurance that the Fund's
investment objective will be achieved.
MANAGEMENT POLICIES
The Fund invests principally in publicly issued common stocks of
foreign and domestic issuers. The Fund may invest in convertible securities,
preferred stocks and debt securities of foreign and domestic issuers, when
management believes that such securities offer opportunities for capital
growth. Under normal circumstances, the Fund will invest a substantial
portion of its assets in the securities of issuers located in at least three
countries. The Fund may invest in the securities of foreign companies which
are not publicly traded in the United
Page 3
States and the debt securities of foreign governments. The Fund may invest
without restriction in companies in, or governments of, developing countries.
Developing countries have economic structures that are generally less diverse
and mature, and political systems that are less stable, than those of
developed countries. The markets of developing countries may be more volatile
than the markets of more mature economies; however, such markets may provide
higher rates of return to investors. See "Risk Factors -- Investing in
Foreign Securities."
There are no limitations on the type, size or dividend paying record
of companies or industries in which the Fund may invest, the principal
criteria for investment being that the securities provide opportunities for
capital growth. The Fund's policy is to purchase marketable securities which
are not restricted as to public sale, subject to the limited exception set
forth under "Certain Portfolio Securities_Illiquid Securities" below. The
Fund will be alert to favorable investment opportunities in companies
involved in prospective acquisitions, reorganizations, spinoffs,
consolidations and liquidations. These latter securities will often involve
greater risk than may be found in the investment securities of other
companies. In addition to the securities listed under "Certain Portfolio
Securities" below, the Fund may invest in certain municipal obligations, zero
coupon securities and mortgage-backed securities. The Fund presently intends
to invest no more than 5% of its assets in each such securities. See the
Fund's Statement of Additional Information for a discussion of these
securities.
The debt securities in which the Fund may invest must be rated at
least Caa by Moody's Investors Service, Inc. ("Moody's") or at least CCC by
Standard & Poor's Corporation ("S&P"), Fitch Investors Service, Inc.
("Fitch") or Duff & Phelps Credit Rating Co. ("Duff") or, if unrated, deemed
to be of comparable quality by The Dreyfus Corporation. Securities rated Caa
by Moody's and CCC by S&P, Fitch and Duff are considered to have
predominantly speculative characteristics with respect to the issuer's capacit
y to pay interest and repay principal and to be of poor standing. The Fund
intends to invest less than 35% of its net assets in debt securities rated
lower than investment grade by Moody's, S&P, Fitch and Duff. See "Risk
Factors_Lower Rated Securities" below for a discussion of certain risks, and
"Appendix" in the Statement of Additional Information.
The Fund may invest in money market instruments consisting of U.S.
Government securities, certificates of deposit, time deposits, bankers'
acceptances, short-term investment grade corporate bonds and other short-term
debt instruments, and repurchase agreements, as described under "Certain
Portfolio Securities" below. Under normal market conditions, the Fund does
not expect to have a substantial portion of its assets invested in money
market instruments. However, when The Dreyfus Corporation determines that
adverse market conditions exist, the Fund may adopt a temporary defensive
posture and invest its entire portfolio in money market instruments. To the
extent the Fund is so invested, the Fund's investment objective may not be
achieved.
INVESTMENT TECHNIQUES
The Fund may engage in various investment techniques, such as foreign
exchange transactions, leveraging, short-selling, options and futures
transactions and lending portfolio securities, each of which involves risk.
Options and futures transactions involve so-called "derivative securities."
See "Risk Factors_Other Investment Considerations" below.
FOREIGN CURRENCY TRANSACTIONS -- The Fund may engage in currency exchange
transactions consistent with its investment objective or to hedge its
portfolio. The Fund will conduct its currency exchange transactions either on
a spot (i.e., cash) basis at the rate prevailing in the currency exchange
market, or through entering into forward contracts to purchase or sell
currencies. A forward currency exchange contract involves an obligation to
purchase or sell a specific currency at a future date, which must be more
than two days from the date of the contract, at a price set at the time of
the contract. Transaction hedging is the purchase or sale of forward currency
with respect to specific receivables or payables of the Fund generally
arising in connection with the purchase or sales of its portfolio securities.
Forward currency exchange contracts are entered into in the interbank market
conducted directly between currency traders (typically commercial banks or
other financial institutions) and their customers.
The Fund also may combine forward currency exchange contracts with
investments in securities denominated in other currencies.
Page 4
The Fund also may maintain short positions in forward currency
exchange transactions, which would involve the Fund agreeing to exchange an
amount of a currency it did not currently own for another currency at a
future date in anticipation of a decline in the value of the currency sold
relative to the currency the Fund contracted to receive in the exchange. This
type of short selling would be subject to segregation or asset coverage
requirements similar to those described in "Leverage Through Borrowing" and
"Short-Selling" below.
OPTIONS ON FOREIGN CURRENCY -- The Fund may purchase and sell call and put
options on foreign currency for the purpose of hedging against changes in
future currency exchange rates. Call options convey the right to buy the
underlying currency at a price which is expected to be lower than the spot
price of the currency at the time the option expires. Put options convey the
right to sell the underlying currency at a price which is anticipated to be
higher than the spot prices of the currency at the time the option expires.
The Fund may use foreign currency options for the same purposes as forward
currency exchange and futures transactions, as described herein. See also
"Call and Put Options on Specific Securities" and "Currency Futures and
Options on Currency Futures" below.
LEVERAGE THROUGH BORROWING -- The Fund may borrow for investment purposes up
to 331/3% of the value if its total assets. This borrowing, which is known as
leveraging, generally will be unsecured, except to the extent the Fund enters
into reverse repurchase agreements described below. Leveraging will
exaggerate the effect on net asset value of any increase or decrease in the
market value of the Fund's portfolio. Money borrowed for leveraging will be
subject to interest costs that may or may not be recovered by appreciation of
the securities purchased; in certain cases, interest costs may exceed the
return received on the securities purchased.
Among the forms of borrowing in which the Fund may engage is the
entry into reverse repurchase agreements with banks, brokers or dealers.
These transactions involve the transfer by the Fund of an underlying debt
instrument in return for cash proceeds based on a percentage of the value of
the security. The Fund retains the right to receive interest and principal
payments on the security. At an agreed upon future date, the Fund repurchases
the security at principal, plus accrued interest.
SHORT-SELLING -- The Fund may make short sales, which are transactions in
which the Fund sells a security it does not own in anticipation of a decline
in the market value of that security. To complete such a transaction, the
Fund must borrow the security to make delivery to the buyer. The Fund then is
obligated to replace the security borrowed by purchasing it at the market
price at the time of replacement. The price at such time may be more or less
than the price at which the security was sold by the Fund. The Fund will
incur a loss as a result of the short sale if the price of the security
increases between the date of the short sale and the date on which the Fund
replaces the borrowed security. The Fund will realize a gain if the security
declines in price between those dates. No securities will be sold short if,
after effect is given to any such short sale, the total market value of all
securities sold short would exceed 25% of the value of the Fund's net assets.
The Fund may not sell short the securities of any single issuer listed on a
national securities exchange to the extent of more than 5% of the value of
the Fund's net assets. The Fund may not sell short the securities of any
class of an issuer to the extent, at the time of the transaction, of more
than 5% of the outstanding securities of that class.
In addition to the short sales discussed above, the Fund may make
short sales "against the box," a transaction in which the Fund enters into a
short sale of a security which the Fund owns. The Fund at no time will have
more than 15% of the value of its net assets in deposits on short sales
against the box. It currently is anticipated that the Fund will make short
sales against the box for purposes of protecting the value of the Fund's net
assets.
CALL AND PUT OPTIONS ON SPECIFIC SECURITIES -- The Fund may invest up to 5%
of its assets, represented by the premium paid, in the purchase of call and
put options in respect of specific securities (or groups or "baskets" of
specific securities) in which the Fund may invest. The Fund may write covered
call and put option contracts to the extent of 20% of the value of its net
assets at the time such option contracts are written. A call option gives the
purchaser of the option the right to buy, and obligates the writer to sell,
the underlying security at the exercise price at any time during the option
period. Conversely, a put option gives the purchaser of the option the right
to sell, and obligates the writer to buy, the underlying security at the
exercise price at any time during the option period. A covered call option
sold by the Fund, which is a call option with respect to which
Page 5
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 or securities which might otherwise have been sold to protect against
depreciation in its market price. The principal reason for writing covered
call options is to realize, through the receipt of premiums, a greater return
than would be realized on the Fund's portfolio securities alone. A covered
put option sold by the Fund exposes the Fund during the term of the option to
a decline in price of the underlying security. Similarly, the principal
reason for writing covered put options is to realize income in the form of
premiums. A put option sold by the Fund is covered when, among other things,
cash or liquid securities are placed in a segregated account with the Fund's
custodian to fulfill the obligation undertaken.
To close out a position when writing covered options, the Fund may
make a "closing purchase transaction," purchasing an option on the same
security with the same exercise price and expiration date as the option which
it has previously written. To close out a position as a purchaser of an
option, the Fund may make a "closing sale transaction," which involves
liquidating the Fund's position by selling the option previously purchased.
The Fund will realize a profit or loss from a closing purchase or sale transac
tion depending upon the difference between the amount paid to purchase an
option and the amount received from the sale thereof.
The Fund intends to treat certain options in respect of specific
securities that are not traded on a national securities exchange by the Fund
as illiquid securities. See "Certain Portfolio Securities_Illiquid
Securities" below.
The Fund will purchase options only to the extent permitted by the
policies of state securities authorities in states where shares of the Fund
are qualified for offer and sale.
STOCK INDEX OPTIONS -- The Fund may purchase and write put and call options
on stock indices listed on national securities exchanges or traded in the
over-the-counter market. A stock index fluctuates with changes in the market
values of the stocks included in the index.
The effectiveness of purchasing or writing stock index options will
depend upon the extent to which price movements in the Fund's portfolio
correlate with price movements of the stock index selected. Because the value
of an index option depends upon movements in the level of the index rather
than the price of a particular stock, whether the Fund will realize a gain or
loss from the purchase or writing of options on an index depends upon
movements in the level of stock prices in the stock market generally or, in
the case of certain indexes, in an industry or market segment, rather than
movements in the price of a particular stock. Accordingly, successful use by
the Fund of options on stock indexes will be subject to The Dreyfus
Corporation's ability to predict correctly movements in the direction of the
stock market generally or of a particular industry. This requires different
skills and techniques than predicting changes in the price of individual
stocks.
When the Fund writes an option on a stock index, the Fund will place
in a segregated account with its custodian cash or liquid securities in an
amount at least equal to the market value of the underlying stock index and
will maintain the account while the option is open or otherwise will cover
the transaction.
FUTURES TRANSACTIONS -- IN GENERAL -- The Fund will not be a commodity pool.
However, as a substitute for a comparable market position in the underlying
securities or for hedging purposes, the Fund may engage in futures and
options on futures transactions, as described below.
The Fund may trade futures contracts and options on futures contracts
in U.S. domestic markets, such as the Chicago Board of Trade and the
International Monetary Market of the Chicago Mercantile Exchange, or, to the
extent permitted under applicable law, on exchanges located outside the
United States, such as the London International Financial Futures Exchange
and the Sydney Futures Exchange Limited. Foreign markets may offer advantages
such as trading in commodities that are not currently traded in the United
States or arbitrage possibilities not available in the United States. Foreign
markets, however, may have greater risk potential than domestic markets. See
"Risk Factors_Foreign Commodity Transactions" below.
The Fund's commodities transactions must constitute bona fide hedging
or other permissible transactions pursuant to regulations promulgated by the
Commodity Futures Trading Commission (the "CFTC"). In addition, the Fund may
not engage in such transactions if the sum of the amount of initial margin
deposits and premiums paid for unexpired commodity options, other than for
bona fide hedging transactions, would exceed 5%
Page 6
of the liquidation value of the Fund's assets, after taking into account
unrealized profits and unrealized losses on such contracts it has entered
into; provided, however, that in the case of an option that is in-the-money at
the time of purchase, the in-the-money amount may be excluded in calculating
the 5%. Pursuant to regulations and/or published positions of the Securities
and Exchange Commission, the Fund may be required to segregate cash or high
quality money market instruments in connection with its commodities
transactions in an amount generally equal to the value of the underlying
commodity. The segregation of such assets will have the effect of limiting
the Fund's ability to otherwise invest those assets. To the extent the Fund
engages in the use of futures and options on futures for other than bona fide
hedging purposes, the Fund may be subject to additional risk.
Initially, when purchasing or selling futures contracts the Fund will
be required to deposit with its custodian in the broker's name an amount of
cash or cash equivalents up to approximately 10% of the contract amount. This
amount is subject to change by the exchange or board of trade on which the
contract is traded and members of such exchange or board of trade may impose
their own higher requirements. This amount is known as "initial margin" and
is in the nature of a performance bond or good faith deposit on the contract
which is returned to the Fund upon termination of the futures position,
assuming all contractual obligations have been satisfied. Subsequent
payments, known as "variation margin," to and from the broker will be made
daily as the price of the index or securities underlying the futures contract
fluctuates, making the long and short positions in the futures contract more
or less valuable, a process known as "marking-to-market." At any time prior
to the expiration of a futures contract, the Fund may elect to close the
position by taking an opposite position, at the then prevailing price, which
will operate to terminate the Fund's existing position in the contract.
Although the Fund intends to purchase or sell futures contracts only
if there is an active market for such contracts, no assurance can be given
that a liquid market will exist for any particular contract at any particular
time. Many futures exchanges and boards of trade limit the amount of
fluctuation permitted in futures contract prices during a single trading day.
Once the daily limit has been reached in a particular contract, no trades may
be made that day at a price beyond that limit or trading may be suspended for
specified periods during the trading day. Futures contract prices could move
to the limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of futures positions and potentially
subjecting the Fund to substantial losses. If it is not possible, or the Fund
determines not, to close a futures position in anticipation of adverse price
movements, the Fund will be required to make daily cash payments of variation
margin. In such circumstances, an increase in the value of the portion of the
portfolio being hedged, if any, may offset partially or completely losses on
the futures contract. However, no assurances can be given that the price of
the securities being hedged will correlate with the price movements in a
futures contract and thus provide an offset to losses on the futures
contract.
To the extent the Fund is engaging in a futures transaction as a
hedging device, because of the risk of an imperfect correlation between
securities in the Fund's portfolio that are the subject of a hedging
transaction and the futures contract used as a hedging device, it is possible
that the hedge will not be fully effective if, for example, losses on the
portfolio securities exceed gains on the futures contract or losses on the
futures contract exceed gains on the portfolio securities. For futures contrac
ts based on indexes, the risk of imperfect correlation increases as the
composition of the Fund's portfolio varies from the composition of the index.
In an effort to compensate for the imperfect correlation of movements in the
price of the securities being hedged and movements in the price of futures
contracts, the Fund may buy or sell futures contracts in a greater or lesser
dollar amount than the dollar amount of the securities being hedged if the
historical volatility of the futures contract has been less or greater than
that of the securities. Such "over hedging" or "under hedging" may adversely
affect the Fund's net investment results if the market does not move as
anticipated when the hedge is established.
Successful use of futures by the Fund also is subject to The Dreyfus
Corporation's ability to predict correctly movements in the direction of the
market or interest rates. For example, if the Fund has hedged against the
possibility of a decline in the market adversely affecting the value of
securities held in its portfolio and prices increase instead, the Fund will
lose part or all of the benefit of the increased value of securities which it
Page 7
has hedged because it will have offsetting losses in its futures positions.
Furthermore, if, in such circumstances the Fund has insufficient cash, it may
have to sell securities to meet daily variation margin requirements. The Fund
may have to sell such securities at a time when it may be disadvantageous to
do so.
An option on a futures contract gives the purchaser the right, in
return for the premium paid, to assume a position in a futures contract (a
long position if the option is a call and a short position if the option is a
put) at a specified exercise price at any time during the option exercise
period. The writer of the option is required upon exercise to assume an
offsetting futures position (a short position if the option is a call and a
long position if the option is a put). Upon exercise of the option, the
assumption of offsetting futures positions by the writer and holder of the
option will be accompanied by delivery of the accumulated cash balance in the
writer's futures margin amount which represents the amount by which the
market price of the futures contract, at exercise, exceeds, in the case of a
call, or is less than, in the case of a put, the exercise price of the option
on the futures contract.
Call options sold by the Fund with respect to futures contracts will
be covered by, among other things, entering into a long position in the same
contract at a price no higher than the strike price of the call option, or by
ownership of the instruments underlying, or instruments the prices of which
are expected to move relatively consistently with the instruments underlying,
the futures contract. Put options sold by the Fund with respect to futures
contracts will be covered in the same manner as put options on specific
securities as described above.
STOCK INDEX FUTURES AND OPTIONS ON STOCK INDEX FUTURES -- The Fund may
purchase and sell stock index futures contracts and options on stock index
futures contracts as a substitute for a comparable market position in the
underlying securities or for hedging purposes.
A stock index future obligates the seller to deliver (and the
purchaser to take) an amount of cash equal to a specific dollar amount times
the difference between the value of a specific stock index at the close of
the last trading day of the contract and the price at which the agreement is
made. No physical delivery of the underlying stocks in the index is made.
With respect to stock indices that are permitted investments, the Fund
intends to purchase and sell futures contracts on the stock index for which
it can obtain the best price with consideration also given to liquidity.
The price of stock index futures may not correlate perfectly with the
movement in the stock index because of certain market distortions. First, all
participants in the futures market are subject to margin deposit and
maintenance requirements. Rather than meeting additional margin deposit
requirements, investors may close futures contracts through offsetting
transactions which would distort the normal relationship between the index
and futures markets. Secondly, from the point of view of speculators, the
deposit requirements in the futures market are less onerous than margin
requirements in the securities market. Therefore, increased participation by
speculators in the futures market also may cause temporary price distortions.
INTEREST RATE FUTURES CONTRACTS AND OPTIONS ON INTEREST RATE FUTURES
CONTRACTS -- The Fund may invest in interest rate futures contracts and
options on interest rate futures contracts as a substitute for a comparable
market position or to hedge against adverse movements in interest rates.
To the extent the Fund has invested in interest rate futures
contracts or options on interest rate futures contracts as a substitute for a
comparable market position, the Fund will be subject to the investment risks
of having purchased the securities underlying the contract.
The Fund may purchase call options on interest rate futures contracts
to hedge against a decline in interest rates and may purchase put options on
interest rate futures contracts to hedge its portfolio securities against the
risk of rising interest rates.
The Fund may sell call options on interest rate futures contracts to
partially hedge against declining prices of portfolio securities. If the
futures price at expiration of the option is below the exercise price, the
Fund will retain the full amount of the option premium which provides a
partial hedge against any decline that may have occurred in the Fund's
portfolio holdings. The Fund may sell put options on interest rate futures
contracts to hedge against increasing prices of the securities which are
deliverable upon exercise of the futures contracts. If the futures price at
expiration of the option is higher than the exercise price, the Fund will
retain the full amount of the option premium which provides a partial hedge
against any increase in the price of securities
Page 8
which the Fund intends to purchase. If a put or call option sold by the Fund
is exercised, the Fund will incur a loss which will be reduced by the amount
of the premium it receives. Depending on the degree of correlation between
changes in the value of its portfolio securities and changes in the value of
its futures positions, the Fund's losses from existing options on futures may
to some extent be reduced or increased by changes in the value of its
portfolio securities.
The Fund also may sell options on interest rate futures contracts as
part of closing purchase transactions to terminate its options positions. No
assurance can be given that such closing transactions can be effected or that
there will be a correlation between price movements in the options on
interest rate futures and price movements in the Fund's portfolio securities
which are the subject of the hedge. In addition, the Fund's purchase of such
options will be based upon predictions as to anticipated interest rate
trends, which could prove to be inaccurate.
CURRENCY FUTURES AND OPTIONS ON CURRENCY FUTURES -- The Fund may purchase and
sell currency futures contracts and options thereon. See "Call and Put
Options on Specific Securities" above. By selling foreign currency futures,
the Fund can establish the number of U.S. dollars it will receive in the
delivery month for a certain amount of a foreign currency. In this way, if
the Fund anticipates a decline of a foreign currency against the U.S. dollar,
the Fund can attempt to fix the U.S. dollar value of some or all of the
securities held in its portfolio that are denominated in that currency. By
purchasing foreign currency futures, the Fund can establish the number of
U.S. dollars it will be required to pay for a specified amount of a foreign
currency in the delivery month. Thus, if the Fund intends to buy securities
in the future and expects the U.S. dollar to decline against the relevant
foreign currency during the period before the purchase is effected, the Fund,
for the price of the currency future, can attempt to fix the price in U.S.
dollars of the securities it intends to acquire.
The purchase of options on currency futures will allow the Fund, for
the price of the premium it must pay for the option, to decide whether or not
to buy (in the case of a call option) or to sell (in the case of a put
option) a futures contract at a specified price at any time during the period
before the option expires. If the Fund in purchasing an option has been
correct in its judgment concerning the direction in which the price of a
foreign currency would move as against the U.S. dollar, it may exercise the
option and thereby take a futures position to hedge against the risk it had
correctly anticipated or close out the option position at a gain that will
offset, to some extent, currency exchange losses otherwise suffered by the
Fund. If exchange rates move in a way the Fund did not anticipate, the Fund
will have incurred the expense of the option without obtaining the expected
benefit. As a result, the Fund's profits on the underlying securities
transactions may be reduced or overall losses incurred.
OPTIONS ON SWAPS -- The Fund may purchase cash-settled options on interest
rate swaps, interest rate swaps denominated in foreign currency and equity
index swaps in pursuit of its investment objective. Interest rate swaps
involve the exchange by the Fund with another party of their respective
commitments to pay or receive interest (for example, an exchange of
floating-rate payments for fixed-rate payments) denominated in U.S. dollars
or foreign currency. Equity index swaps involve the exchange by the Fund with
another party of cash flows based upon the performance of an index or a
portion of an index of securities which usually include dividends. A
cash-settled option on a swap gives the purchaser the right, but not the
obligation, in return for the premium paid, to receive an amount of cash
equal to the value of the underlying swap as of the exercise date. These
options typically are purchased in privately negotiated transactions from
financial institutions, including securities brokerage firms.
LENDING PORTFOLIO SECURITIES -- From time to time, the Fund may lend
securities from its portfolio to brokers, dealers and other financial
institutions needing to borrow securities to complete certain transactions.
Such loans may not exceed 331/3% of the value of the Fund's total assets. In
connection with such loans, the Fund will receive collateral consisting of
cash, U.S. Government securities or irrevocable letters of credit which will
be maintained at all times in an amount equal to at least 100% of the current
market value of the loaned securities. The Fund can increase its income
through the investment of such collateral. The Fund continues to be entitled
to payments in amounts equal to the interest, dividends or other
distributions payable on the loaned security and receives interest on the
amount of the loan. Such loans will be terminable at any time upon specified
notice. The Fund might experience risk of loss if the institution with which
it has engaged in a portfolio loan transaction breaches its agreement with
the Fund.
Page 9
FUTURE DEVELOPMENTS -- The Fund may take advantage of opportunities in the
area of options and futures contracts and options on futures contracts and
any other derivative investments which are not presently contemplated for use
by the Fund or which are not currently available but which may be developed,
to the extent such opportunities are both consistent with the Fund's
investment objective and legally permissible for the Fund. Before entering
into such transactions or making any such investment, the Fund will provide
appropriate disclosure in its prospectus.
FORWARD COMMITMENTS -- The Fund may purchase securities on a when-issued or
forward commitment basis, which means that the price is fixed at the time of
commitment, but delivery and payment ordinarily take place a number of days
after the date of the commitment to purchase. The Fund will make commitments
to purchase such securities only with the intention of actually acquiring the
securities, but the Fund may sell these securities before the settlement date
if it is deemed advisable. The Fund will not accrue income in respect of a
security purchased on a when-issued or forward commitment basis prior to its
stated delivery date.
Securities purchased on a when-issued or forward commitment basis and
certain other securities held in the Fund's portfolio are subject to changes
in value (both generally changing in the same way, i.e., appreciating when
interest rates decline and depreciating when interest rates rise) based upon
the public's perception of the creditworthiness of the issuer and changes,
real or anticipated, in the level of interest rates. Securities purchased on
a when issued or forward commitment basis may expose the Fund to risk because
they may experience such fluctuations prior to their actual delivery.
Purchasing securities on a when-issued or forward commitment basis can
involve the additional risk that the yield available in the market when the
delivery takes place actually may be higher than that obtained in the
transaction itself. A segregated account of the Fund consisting of cash, cash
equivalents or U.S. Government securities or other high quality liquid debt
securities at least equal at all times to the amount of the when-issued or
forward commitments will be established and maintained at the Fund's
custodian bank. Purchasing securities on a when-issued or forward commitment
basis when the Fund is fully or almost fully invested may result in greater po
tential fluctuations in the value of the Fund's net assets and its net asset
value per share.
CERTAIN PORTFOLIO SECURITIES
AMERICAN, EUROPEAN AND CONTINENTAL DEPOSITARY RECEIPTS -- The Fund's assets
may be invested in the securities of foreign issuers in the form of American
Depositary Receipts ("ADRs") and European Depositary Receipts ("EDRs"). These
securities may not necessarily be denominated in the same currency as the
securities into which they may be converted. ADRs are receipts typically
issued by a United States bank or trust company which evidence ownership of
underlying securities issued by a foreign corporation. EDRs, which are
sometimes referred to as Continental Depositary Receipts ("CDRs"), are
receipts issued in Europe typically by non-United States banks and trust
companies that evidence ownership of either foreign or domestic securities.
Generally, ADRs in registered form are designed for use in the United States
securities markets and EDRs and CDRs in bearer form are designed for use in
Europe.
Convertible Securities _ A convertible security is a fixed-income security,
such as a bond or preferred stock, that may be converted at either a stated
price or stated rate into underlying shares of common stock. Convertible
securities have general characteristics similar to both fixed-income and
equity securities. Although to a lesser extent than with fixed-income
securities generally, the market value of convertible securities tends to
decline as interest rates increase and, conversely, tends to increase as
interest rates decline. In addition, because of the conversion feature, the
market value of convertible securities tends to vary with fluctuations in the
market value of the underlying common stock, and, therefore, also will react
to variations in the general market for equity securities. A unique feature
of convertible securities is that as the market price of the underlying
common stock declines, convertible securities tend to trade increasingly on a
yield basis, and so may not experience market value declines to the same
extent as the underlying common stock. When the market price of the
underlying common stock increases, the prices of the convertible securities
tend to rise as a reflection of the value of the underlying common stock.
While no securities investments are without risk, investments in convertible
securities generally entail less risk than investments in common stock of the
same issuer.
Page 10
As fixed-income securities, convertible securities are investments
that provide for a stable stream of income with generally higher yields than
common stocks. Of course, like all fixed-income securities, there can be no
assurance of current income because the issuers of the convertible securities
may default on their obligations. Convertible securities, however, generally
offer lower interest or dividend yields than non-convertible securities of
similar quality because of the potential for capital appreciation. A
convertible security, in addition to providing fixed income, offers the
potential for capital appreciation through the conversion feature, which
enables the holder to benefit from increases in the market price of the
underlying common stock. There can be no assurance of capital appreciation,
however, because securities prices fluctuate.
Convertible securities generally are subordinated to other similar
but non-convertible securities of the same issuer, although convertible
bonds, as corporate debt obligations, enjoy seniority in right of payment to
all equity securities, and convertible preferred stock is senior to common
stock, of the same issuer. Because of the subordination feature, however,
convertible securities typically have lower ratings than similar
non-convertible securities.
MONEY MARKET INSTRUMENTS -- The Fund may invest, in the circumstances
described under "Management Policies," in the following types of money market
instruments:
U.S. GOVERNMENT SECURITIES. The Fund may purchase securities issued
or guaranteed by the U.S. Government or its agencies or instrumentalities,
which include U.S. Treasury securities. Some obligations issued or guaranteed
by U.S. Government agencies and instrumentalities, for example, Government
National Mortgage Association pass through certificates, are supported by the
full faith and credit of the U.S. Treasury; others, such as those of the
Federal Home Loan Banks, by the right of the issuer to borrow from the
Treasury; others, such as those issued by the Federal National Mortgage
Association, by discretionary authority of the U.S. Government to purchase
certain obligations of the agency or instrumentality; and others, such as
those issued by the Student Loan Marketing Association, only by the credit of
the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. Principal and interest may fluctuate based on
generally recognized reference rates or the relationship of rates. While the
U.S. Government provides financial support to such U.S. Government-sponsored
agencies or instrumentalities, no assurance can be given that it will always
do so, because the U.S. Government is not obligated to do so by law. The Fund
will invest in such securities only when it is satisfied that the credit risk
with respect to the issuer is minimal.
BANK OBLIGATIONS. The Fund may purchase certificates of deposit, time
deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, foreign subsidiaries of domestic banks, foreign branches of
domestic banks, and domestic and foreign branches of foreign banks, domestic
savings and loan associations and other banking institutions. With respect to
such securities issued by foreign branches of domestic banks, foreign
subsidiaries of domestic banks, and domestic and foreign branches of foreign
banks, the Fund may be subject to additional investment risks that are
different in some respects from those incurred by a fund which invests only
in debt obligations of U.S. domestic issuers. Such risks include possible
future political and economic developments, the possible imposition of
foreign withholding taxes on interest income payable on the securities, the
possible establishment of exchange controls or the adoption of other foreign
governmental restrictions which might adversely affect the payment of
principal and interest on these securities and the possible seizure or
nationalization of foreign deposits.
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate. The
Fund will invest in time deposits of domestic banks that have total assets in
excess of one billion dollars. Time deposits which may be held by the Fund
will not benefit from insurance from the Bank Insurance Fund or the Savings
Association Insurance Fund administered by the Federal Deposit Insurance
Corporation. The Fund will not invest more than 10% of the value of its net
assets in time deposits that are illiquid and in other illiquid securities.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments reflect
the obligation both of the bank and of the drawer to pay the face
Page 11
amount of the instrument upon maturity. The other short-term obligations may
include uninsured, direct obligations bearing fixed, floating or variable
interest rates.
REPURCHASE AGREEMENTS. Repurchase agreements involve the acquisition
by the Fund of an underlying debt instrument, subject to an obligation of the
seller to repurchase, and the Fund to resell, the instrument at a fixed price
usually not more than one week after its purchase. Certain costs may be
incurred by the Fund in connection with the sale of the securities if the
seller does not repurchase them in accordance with the repurchase agreement.
In addition, if bankruptcy proceedings are commenced with respect to the
seller of the securities, realization on the securities by the Fund may be
delayed or limited.
COMMERCIAL PAPER AND OTHER SHORT-TERM CORPORATE OBLIGATIONS. Commercial
paper consists of short-term, unsecured promissory notes issued to finance
short-term credit needs. The commercial paper purchased by the Fund will
consist only of direct obligations which, at the time of their purchase, are
(a) rated not lower than Prime-1 by Moody's, A-1 by S&P, F-1 by Fitch or
Duff-1 by Duff, (b) issued by companies having an outstanding unsecured debt
issue currently rated not lower than Aa3 by Moody's or AA - by S&P, Fitch or
Duff, or (c) if unrated, determined by The Dreyfus Corporation to be of
comparable quality to those rated obligations which may be purchased by the
Fund. The Fund may purchase floating and variable rate demand notes and
bonds, which are obligations ordinarily having stated maturities in excess of
one year, but which permit the holder to demand payment of principal at any
time or at specified intervals.
WARRANTS -- The Fund may invest up to 2% of its net assets in warrants,
except that this limitation does not apply to warrants acquired in units or
attached to securities. A warrant is an instrument issued by a corporation
which gives the holder the right to subscribe to a specified amount of the
corporation's capital stock at a set price for a specified period of time.
CLOSED-END INVESTMENT COMPANIES -- The Fund may invest in securities issued
by closed-end investment companies which principally invest in securities of
foreign issuers. Under the Investment Company Act of 1940, the Fund's
investment in such securities currently is limited to (i) 3% of the total
voting stock of any one investment company, (ii) 5% of the Fund's net assets
with respect to any one investment company and (iii) 10% of the Fund's net
assets in the aggregate. Investments in the securities of other investment
companies may involve duplication of advisory fees and certain other
expenses.
ILLIQUID SECURITIES -- The Fund may invest up to 15% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, repurchase agreements providing for
settlement in more than seven days after notice, certain options traded in
the over-the-counter market and securities used to cover such options, and
certain mortgage-backed securities, such as certain collateralized mortgage
obligations and stripped mortgage-backed securities. 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.
RATINGS -- The ratings of the various rating agencies represent their
opinions as to the quality of the obligations which they undertake to rate.
It should be emphasized, however, that ratings are relative and subjective
and, although ratings may be useful in evaluating the safety of interest and
principal payments, they do not evaluate the market value risk of such
obligations. Therefore, although these ratings may be an initial criterion
for selection of portfolio investments, The Dreyfus Corporation also will eval
uate such obligations and the ability of their issuers to pay interest and
principal. The Fund will rely on The Dreyfus Corporation's judgment, analysis
and experience in evaluating the creditworthiness of an issuer. In this
evaluation, The Dreyfus Corporation will take into consideration, among other
things, the issuer's financial resources, its sensitivity to economic
conditions and trends, the quality of the issuer's management and regulatory
matters. It also is possible that a rating agency might not timely change the
rating on a particular issue to reflect subsequent events. Once the rating of
a security in the Fund's portfolio has been changed, The Dreyfus Corporation
will consider all circumstances deemed relevant in determining whether the Fun
d should continue to hold the security.
Page 12
CERTAIN FUNDAMENTAL POLICIES
The Fund may (i) purchase securities of any company having less than
three years' continuous operation (including operations of any predecessors)
if such purchase does not cause the value of the Fund's investments in all
such companies to exceed 5% of the value of its total assets; (ii) borrow
money and pledge, hypothecate, mortgage or otherwise encumber its assets, but
only as stated in this Prospectus and the Fund's Statement of Additional
Information; and (iii) invest up to 25% of the value of its total assets in
the securities of issuers in a single industry. This paragraph describes
fundamental policies that cannot be changed without approval by the holders
of a majority (as defined in the Investment Company Act of 1940) of the
Fund's outstanding voting shares. See "Investment Objective and Management
Policies_Investment Restrictions" in the Statement of Additional Information.
CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICY
The Fund may invest up to 15% of the value of its net assets in
repurchase agreements providing for settlement in more than seven days after
notice and in other illiquid securities. See "Investment Objective and
Management Policies -- Investment Restrictions" in the Statement of
Additional Information.
RISK FACTORS
INVESTING IN FOREIGN SECURITIES -- Foreign securities markets generally are
not as developed or efficient as those in the United States. Securities of
some foreign issuers are less liquid and more volatile than securities of
comparable U.S. issuers. Similarly, volume and liquidity in most foreign
securities markets are less than in the United States and, at times,
volatility of price can be greater than in the United States. The issuers of
some of these securities, such as foreign bank obligations, may be subject to
less stringent or different regulations than are U.S. issuers. In addition,
there may be less publicly available information about a non-U.S. issuer, and
non-U.S. issuers generally are not subject to uniform accounting and
financial reporting standards, practices and requirements comparable to those
applicable to U.S. issuers.
Because stock certificates and other evidences of ownership of such
securities usually are held outside the United States, the Fund will be
subject to additional risks which include possible adverse political and
economic developments, possible seizure or nationalization of foreign
deposits and possible adoption of governmental restrictions that might
adversely affect the payment of principal and interest on the foreign
securities or might restrict the payment of principal and interest to
investors located outside the country of the issuers, whether from currency
blockage or otherwise. Custodial expenses for a portfolio of non-U.S.
securities generally are higher than for a portfolio of U.S. securities.
Since foreign securities often are purchased with and payable in
currencies of foreign countries, the value of these assets as measured in
U.S. dollars may be affected favorably or unfavorably by changes in currency
rates and exchange control regulations. Some currency exchange costs may be
incurred when the Fund changes investments from one country to another.
Furthermore, some of these securities may be subject to brokerage
taxes levied by foreign governments, which have the effect of increasing the
cost of such investment and reducing the realized gain or increasing the
realized loss on such securities at the time of sale. Income received by the
Fund from sources within foreign countries may be reduced by withholding and
other taxes imposed by such countries. Tax conventions between certain
countries and the United States, however, may reduce or eliminate such taxes.
All such taxes paid by the Fund will reduce its net income available for
distribution to investors.
FOREIGN CURRENCY EXCHANGE -- Currency exchange rates may fluctuate
significantly over short periods of time. They generally are determined by
the forces of supply and demand in the foreign exchange markets and the
relative merits of investments in different countries, actual or perceived
changes in interest rates and other complex factors, as seen from an
international perspective. Currency exchange rates also can be affected
unpredictably by intervention by U.S. or foreign governments or central
banks, or the failure to intervene, or by currency controls or political
developments in the United States or abroad.
Page 13
The foreign currency market offers less protection against defaults
in the forward trading of currencies than is available when trading in
currencies occurs on an exchange. Since a forward currency contract is not
guaranteed by an exchange or clearinghouse, a default on the contract would
deprive the Fund of unrealized profits or force the Fund to cover its
commitments for purchase or resale, if any, at the current market price.
FOREIGN COMMODITY TRANSACTIONS -- Unlike trading on domestic commodity
exchanges, trading on foreign commodity exchanges is not regulated by the
CFTC and may be subject to greater risks than trading on domestic exchanges.
For example, some foreign exchanges are principal markets so that no common
clearing facility exists and a trader may look only to the broker for
performance of the contract. In addition, unless the Fund hedges against
fluctuations in the exchange rate between the U.S. dollar and the currencies
in which trading is done on foreign exchanges, any profits that the Fund
might realize in trading could be eliminated by adverse changes in the
exchange rate, or the Fund could incur losses as a result of those changes.
Transactions on foreign exchanges may include both commodities which are
traded on domestic exchanges and those which are not.
LOWER RATED SECURITIES -- You should carefully consider the relative risks of
investing in the higher yielding (and, therefore, higher risk) debt
securities in which the Fund may invest. These are securities such as those
rated Ba by Moody's or BB by S&P, Fitch or Duff or as low as Caa by Moody's
or CCC by S&P, Fitch or Duff. They generally are not meant for short-term
investing and may be subject to certain risks with respect to the issuing
entity and to greater market fluctuations than certain lower yielding, higher
rated fixed-income securities. Securities rated Ba by Moody's are judged to
have speculative elements; their future cannot be considered as well assured
and often the protection of interest and principal payments may be very
moderate. Securities rated BB by S&P, Fitch or Duff are regarded as having
predominantly speculative characteristics and, while such obligations have
less near-term vulnerability to default than other speculative grade debt,
they face major ongoing uncertainties or exposure to adverse business,
financial or economic conditions which could lead to inadequate capacity to
meet timely interest and principal payments. Securities rated Caa by Moody's
or CCC by S&P, Fitch or Duff are of poor standing and may be in default or
have current identifiable vulnerability to default. Such obligations, though
high yielding, are characterized by great risk. See "Appendix" in the Fund's
Statement of Additional Information for a general description of Moody's,
S&P, Fitch and Duff securities ratings. Although these ratings may be an
initial criterion for selection of portfolio investments, The Dreyfus
Corporation also will evaluate these securities and the ability of the
issuers of such securities to pay interest and principal. The Fund's ability
to achieve its investment objective may be more dependent on The Dreyfus
Corporation's credit analysis than might be the case for a fund that invested
in higher rated securities. See "Certain Portfolio Securities_Ratings" above.
The market price and yield of securities rated Ba or lower by Moody's
and BB or lower by S&P, Fitch and Duff are more volatile than those of higher
rated securities. Factors adversely affecting the market price and yield of
these securities will adversely affect the Fund's net asset value. In
addition, the retail secondary market for these securities may be less liquid
than that of higher rated securities; adverse conditions could make it
difficult at times for the Fund to sell certain securities or could result in
lower prices than those used in calculating the Fund's asset value.
The market values of certain lower rated debt securities tend to
reflect individual corporate developments to a greater extent than do higher
rated securities, which react primarily to fluctuations in the general level
of interest rates, and tend to be more sensitive to economic conditions than
are higher rated securities. Companies that issue such debt securities often
are highly leveraged and may not have available to them more traditional
methods of financing. Therefore, the risk associated with acquiring the
securities of such issuers generally is greater than is the case with higher
rated securities. See "Investment Objective and Management Policies_Risk
Factors_Lower Rated Securities" in the Fund's Statement of Additional
Information.
OTHER INVESTMENT CONSIDERATIONS -- The Fund's net asset value is not fixed
and should be expected to fluctuate. You should purchase Fund shares only as
a supplement to an overall investment program and only if you are willing to
undertake the risks involved.
The use of investment techniques such as short-selling, engaging in
financial futures and options transactions, leverage through borrowing,
purchasing securities on a forward commitment basis and lending portfolio
Page 14
securities involves greater risk than that incurred by many other funds with
similar objectives. These risks are described above under "Investment
Techniques." In addition, using these techniques may produce higher than
normal portfolio turnover and may affect the degree to which the Fund's net
asset value fluctuates. Higher portfolio turnover rates are likely to result
in comparatively greater brokerage commissions or transaction costs.
Short-term gains realized from portfolio transactions are taxable to
shareholders as ordinary income. The Fund's ability to engage in certain
short-term transactions may be limited by the requirement that, to qualify as
a regulated investment company, the Fund must earn less than 30% of its gross
income from the disposition of securities held for less than three months.
This 30% test limits the extent to which the Fund may sell securities held
for less than three months, write options expiring in less than three months
and invest in certain futures contracts, among other strategies. However,
portfolio turnover will not otherwise be a limiting factor when making
investment decisions. Under normal market conditions, the Fund's turnover
rate generally will not exceed 200%. See "Portfolio Transactions" in the
Statement of Additional Information.
For the portion of the Fund's portfolio invested in equity
securities, investors should be aware that equity securities fluctuate in
value, often based on factors unrelated to the value of the issuer of the
securities, and that fluctuations can be pronounced. Changes in the value of
the Fund's portfolio securities, regardless of whether the securities are
equity or debt, will result in changes in the value of a Fund share and thus
the Fund's total return to investors.
For the portion of the Fund's portfolio invested in debt securities,
investors should be aware that even though interest-bearing securities are
investments which promise a stable stream of income, the prices of such
securities are inversely affected by changes in interest rates and,
therefore, are subject to the risk of market price fluctuations. Certain
securities that may be purchased by the Fund, such as those with interest
rates that fluctuate directly or indirectly based on multiples of a stated ind
ex, are designed to be highly sensitive to changes in interest rates and can
subject the holders thereof to extreme reductions of yield and possibly loss
of principal. The value of fixed-income securities also may be affected by
changes in the credit rating or financial condition of the issuing entities.
No assurance can be given as to the liquidity of the market for
certain mortgage-backed securities, such as collateralized mortgage
obligations and stripped mortgage-backed securities. Determination as to the
liquidity of such securities are made in accordance with guidelines
established by the Fund's Board of Directors. In accordance with such
guidelines, the Manager monitors the Fund's investments in such securities
with particular regard to trading activity, availability of reliable price
information and other relevant information.
The Fund's classification as a "non-diversified" investment company
means that the proportion of the Fund's assets that may be invested in the
securities of a single issuer is not limited by the Investment Company Act of
1940. A "diversified" investment company is required by the Investment
Company Act of 1940 generally, with respect to 75% of its total assets, to
invest not more than 5% of such assets in the securities of a single issuer
and to hold not more than 10% of the voting securities of any single issuer.
However, the Fund intends to conduct its operations so as to qualify as a
"regulated investment company" for purposes of the Internal Revenue Code of
1986, as amended (the "Code"), which requires that, at the end of each
quarter of its taxable year, (i) at least 50% of the market value of the
Fund's total assets be invested in cash, U.S. Government securities, the
securities of other regulated investment companies and other securities, with
such other securities of any one issuer limited for the purposes of this
calculation to an amount not greater than 5% of the value of the Fund's total
assets and 10% of the outstanding voting securities of such issuer, and (ii)
not more than 25% of the value of its total assets be invested in the securiti
es of any one issuer (other than U.S. Government securities or the securities
of other regulated investment companies). Since a relatively high percentage
of the Fund's assets may be invested in the securities of a limited number of
issuers, some of which may be within the same industry or economic sector,
the Fund's portfolio securities may be more susceptible to any single
economic, political or regulatory occurrence than the portfolio securities of
a diversified investment company.
Page 15
Investment decisions for the Fund are made independently from those
of other investment companies advised by The Dreyfus Corporation. However, if
such other investment companies are prepared to invest in, or desire to
dispose of, securities of the type in which the Fund invests at the same time
as the Fund, available investments or opportunities for sales will be
allocated equitably to each investment company. In some cases, this procedure
may adversely affect the size of the position obtained for or disposed of by
the Fund or the price paid or received by the Fund.
MANAGEMENT OF THE FUND
INVESTMENT ADVISER -- The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as the Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of October 31, 1994, The Dreyfus Corporation
managed or administered approximately $73 billion in assets for more than 1.9
million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the overall authority of the Fund's Board of Directors in
accordance with Maryland law. The Fund's primary portfolio manager is Kelly
McDermott. She has held that position since May 1994 and has been employed by
The Dreyfus Corporation since June 1992. Previously, Ms. McDermott served in
the Institutional Division of European Sales at Morgan Stanley & Co.
Incorporated, Solomon Brothers, Inc. and Kleinwort Benson. The Fund's other
portfolio managers are identified under "Management of the Fund" in the
Fund's Statement of Additional Information. The Dreyfus Corporation also
provides research services for the Fund as well as for other funds advised by
The Dreyfus Corporation through a professional staff of portfolio managers
and securities analysts.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCOCredit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$201 billion in assets as of September 30, 1994, including approximately $76
billion in mutual fund assets. As of September 30, 1994, Mellon, through
various subsidiaries, provided non-investment services, such as custodial or
administration services, for approximately $659 billion in assets including
approximately $108 billion in mutual fund assets.
EXPENSES -- For the fiscal year ended October 31, 1994, the Fund paid The
Dreyfus Corporation a monthly fee at the annual rate of .75 of 1% of the
value of the Fund's average daily net assets. From time to time, The Dreyfus
Corporation may waive receipt of its fees and/or voluntarily assume certain
expenses of the Fund, which would have the effect of lowering the overall
expense ratio of the Fund and increasing yield to investors at the time such
amounts are waived or assumed, as the case may be. The Fund will not pay The
Dreyfus Corporation at a later time for any amounts it may waive, nor will
the Fund reimburse The Dreyfus Corporation for any amounts it may assume. The
management fee is higher than that paid by most other investment companies.
The Dreyfus Corporation may pay the Fund's Distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Fund's Distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR -- The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at One Exchange Place, Boston, Massachusetts
02109. The Distributor is a wholly-owned subsidiary of Institutional
Administration Services, Inc., a provider of mutual fund administration
services, the parent company of which is Boston Institutional Group, Inc.
Page 16
CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT -- The Shareholder
Services Group, Inc., a subsidiary of First Data Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 110 Washington
Street, New York, New York 10286, is the Fund's Custodian.
HOW TO BUY FUND SHARES
You can purchase Fund shares through the Distributor or certain
financial institutions (which may include banks), securities dealers and
other industry professionals (collectively, "Service Agents") that have
entered into agreements with the Distributor. Service Agents may receive
different levels of compensation for selling different Classes of shares.
Management understands that some Service Agents may impose certain
conditions on their clients which are different from those described in this
Prospectus, and, to the extent permitted by applicable regulatory authority,
may charge their clients direct fees which would be in addition to any
amounts which might be received under the Shareholder Services Plan. Each
Service Agent has agreed to transmit to its clients a schedule of such fees.
You should consult your Service Agent in this regard. See "Distribution Plan
and Shareholder Services Plan."
When purchasing Fund shares, you must specify whether the purchase is
for Class A or Class B shares. Stock certificates are issued only upon your
written request. No certificates are issued for fractional shares. The Fund
reserves the right to reject any purchase order.
The minimum initial investment is $2,500, or $1,000 if you are a
client of a Service Agent which has made an aggregate minimum initial
purchase for its customers of $2,500. Subsequent investments must be at least
$100. The initial investment must be accompanied by the Fund's Account
Application. For full-time or part-time employees of The Dreyfus Corporation
or any of its affiliates or subsidiaries, directors of The Dreyfus
Corporation, Board members of a fund advised by The Dreyfus Corporation,
including members of the Fund's Board, or the spouse or minor child of any of
the foregoing, the minimum initial investment is $1,000. For full-time or
part-time employees of The Dreyfus Corporation or any of its affiliates or
subsidiaries who elect to have a portion of their pay directly deposited into
their Fund account, the minimum initial investment is $50. The Fund reserves
the right to 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 Dreyfus
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 to open new accounts which
are mailed should be sent to The Dreyfus Family of Funds, P.O. Box 9387,
Providence, Rhode Island 02940-9387, together with your Account Application
indicating which Class of shares is being purchased. For subsequent
investments, your Fund account number should appear on the check and an invest
ment slip should be enclosed and sent to The Dreyfus Family of Funds, P.O.
Box 105, Newark, New Jersey 07101-0105. For Dreyfus retirement plan accounts,
both initial and subsequent investments 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. Purchase orders may be delivered in person only to a Dreyfus Financial
Center. THESE ORDERS WILL BE FORWARDED TO THE FUND AND WILL BE PROCESSED ONLY
UPON RECEIPT THEREBY. For the location of the nearest Dreyfus Financial
Center, please call one of the telephone numbers listed under "General
Information."
Wire payments may be made if your bank account is in a commercial
bank that is a member of the Federal Reserve System or any other bank having
a correspondent bank in New York City. Immediately available funds may be
transmitted by wire to The Bank of New York, DDA #8900202955/Premier Global
Investing_Class A shares, or DDA #8900115173/Premier Global Investing_Class
Page 17
B shares, as the case may be, 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. If your initial purchase of
Fund shares is by wire, please call 1-800-645-6561 after completing your wire
payment to obtain your Fund account number. Please include your Fund account
number on the Fund's 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.
Subsequent investments also may be made by electronic transfer of
funds from an account maintained in a bank or other domestic financial
institution that is an Automated Clearing House member. You must direct the
institution to transmit immediately available funds through the Automated
Clearing House to The Bank of New York with instructions to credit your Fund
account. The instructions must specify your Fund account registration and
your Fund account number PRECEDED BY THE DIGITS "1111."
Fund shares are sold on a continuous basis. Net asset value per share
of each Class is determined as of the close of trading on the floor of the
New York Stock Exchange (currently 4:00 p.m., New York time), on each day the
New York Stock Exchange is open for business. For purposes of determining net
asset value, options and futures contracts will be valued 15 minutes after
the close of trading on the floor of the New York Stock Exchange. Net asset
value per share of each Class is computed by dividing the value of the Fund's
net assets represented by such Class (i.e., the value of its assets less
liabilities) by the total number of shares of such Class outstanding. The
Fund's investments are valued based on market value or, where market
quotations are not readily available, based on fair value as determined in
good faith by the Board of Directors. Certain securities may be valued by an
independent pricing service approved by the Board of Directors and are valued
at fair value as determined by the pricing service. For further information
regarding the methods employed in valuing Fund investments, see
"Determination of Net Asset Value" in the Fund's Statement of Additional
Information.
Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, 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").
If an order is received by the Transfer Agent or other agent by the
close of trading on the floor of the New York Stock Exchange (currently 4:00
p.m., New York time) on a business day, Fund shares will be purchased at the
public offering price determined as of the close of trading on the floor of
the New York Stock Exchange on that day. Otherwise, Fund shares will be
purchased at the public offering price determined as of the close of trading
on the floor of the New York Stock Exchange on the next business day, except
where shares are purchased through a dealer as provided below.
Orders for the purchase of Fund shares received by dealers by the
close of trading on the floor of the New York Stock Exchange on any business
day and transmitted to the Distributor or its designee by the close of its
business day (normally 5: 15 p.m., New York time) will be based on the public
offering price per share determined as of the close of trading on the floor
of the New York Stock Exchange on that day. Otherwise, the orders will be
based on the next determined public offering price. It is the dealer's
responsibility to transmit orders so that they will be received by the
Distributor or its designee before the close of its business day.
CLASS A SHARES -- The public offering price for Class A shares is the net
asset value per share of that Class plus a sales load as shown below:
Page 18
<TABLE>
<CAPTION>
TOTAL SALES LOAD
-----------------------------------
AS A % OF AS A % OF DEALERS' REALLOWANCE
OFFERING PRICENET ASSET VALUE AS A % OF
AMOUNT OF TRANSACTION PER SHARE PER SHARE OFFERING PRICE
- ------------------------- -------------- ------------------ --------------------
<S> <C> <C> <C>
Less than $50,000................................ 4.50 4.70 4.25
$50,000 to less than $100,000.................... 4.00 4.20 3.75
$100,000 to less than $250,000................... 3.00 3.10 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 to less than $3,000,000............... 1.00 1.00 1.00
$3,000,000 to less than $5,000,000............... .50 .50 .50
$5,000,000 and over.............................. .25 .25 .25
</TABLE>
Full-time employees of NASD member firms and full-time employees of
other financial institutions which have entered into an agreement with the
Distributor pertaining to the sale of Fund shares (or which otherwise have a
brokerage related or clearing arrangement with an NASD member firm or
financial institution with respect to the sale of Fund shares)
may purchase Class A shares for themselves directly or pursuant to an
employee benefit plan or other program, or for their spouses or minor
children, at net asset value, 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
net asset value. In addition, Class A shares are offered at net asset value
to full-time or part-time employees of The Dreyfus Corporation or any of its a
ffiliates or subsidiaries, directors of The Dreyfus Corporation, Board
members of a fund advised by The Dreyfus Corporation, including members of
the Fund's Board, or the spouse or minor child of any of the foregoing.
Class A shares will be offered at net asset value without a sales
load to 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 one million dollars ("Eligible Benefit Plans"). Plan sponsors,
administrators or trustees, as applicable, are responsible for notifying the
Distributor when the relevant requirement is satisfied. The Distributor may
pay dealers a fee of up to .5% of the amount invested through such dealers in
Class A shares at net asset value by employees participating in Eligible
Benefit Plans. All present holdings of shares of funds in the Dreyfus Family
of Funds by Eligible Benefit Plans will be aggregated to determine the fee
payable with respect to each such purchase of Fund shares. The Distributor
reserves the right to cease paying these fees at any time. The Distributor
will pay such fees from its own funds, other than amounts received from the
Fund, including past profits or any other source available to it.
Class A shares also may be purchased (including by exchange) at net
asset value 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) satisfied the requirements set forth under either clause (i) or
clause (ii) in the preceding paragraph and all or a portion of such plan's
assets were invested in funds in the Dreyfus Family of Funds or certain other
products made available by the Distributor to such plans, or (b) invested all
of its assets in certain funds in the Dreyfus Family of Funds or certain
other products made available by the Distributor to such plans.
For the period November 1, 1993 through August 24, 1994, Dreyfus
Service Corporation, a wholly-owned subsidiary of The Dreyfus Corporation and
the Fund's distributor during such period, retained $297,139 from sales loads
on Class A shares. The dealer reallowance may be changed from time to time
but will remain the same for all dealers. The Distributor, at its expense,
may provide additional promotional incentives to dealers
Page 19
that sell shares of funds advised by The Dreyfus Corporation which are sold
with a sales load, such as the Fund. In some instances, those incentives may
be offered only to certain dealers who have sold or may sell significant
amounts of shares. Dealers receive a larger percentage of the sales load from
the Distributor than they receive for selling most other funds.
CLASS B SHARES -- The public offering price for Class B shares is the net
asset value per share 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 Fund Shares." The
Distributor compensates certain Service Agents for selling Class B 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.
For the period from November 1, 1993 through August 24, 1994, Dreyfus Service
Corporation retained $87,350 from the CDSC on Class B shares.
RIGHT OF ACCUMULATION -- CLASS A SHARES -- Reduced sales loads apply to any
purchase of Class A shares, shares of certain other funds advised by The
Dreyfus Corporation which are sold with a sales load and shares acquired by a
previous exchange of shares purchased with a sales load (hereinafter referred
to as "Eligible Funds"), by you and any related "purchaser" as defined in the
Statement of Additional Information, where the aggregate investment,
including such purchase, is $50,000 or more. If, for example, you previously
purchased and still hold Class A shares of the Fund, or of any other Eligible
Fund or combination thereof, with an aggregate current market value of
$40,000 and subsequently purchase Class A shares of the Fund or an Eligible
Fund having a current value of $20,000, the sales load applicable to the
subsequent purchase would be reduced to 4% of the offering price. All present
holdings of Eligible Funds may be combined to determine the current offering
price of the aggregate investment in ascertaining the sales load applicable to
each subsequent purchase.
To qualify for reduced sales loads, at the time of purchase you or
your Service Agent must notify the Distributor if orders are made by wire, or
the Transfer Agent if orders are made by mail. The reduced sales load is
subject to confirmation of your holdings through a check of appropriate
records.
DREYFUS TELETRANSFER PRIVILEGE -- You may purchase Fund shares (minimum $500,
maximum $150,000 per day) by telephone if you have checked the appropriate
box and supplied the necessary information on the Fund's Account Application
or have filed a Shareholder Services Form with the Transfer Agent. The
proceeds will be transferred between the bank account designated in one of
these documents and your Fund account. Only a bank account maintained in a
domestic financial institution which is an Automated Clearing House member
may be so designated. The Fund may modify or terminate this Privilege at any
time or charge a service fee upon notice to shareholders. No such fee
currently is contemplated.
If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER purchase of Fund shares by telephoning
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-3306.
SHAREHOLDER SERVICES
The services and privileges described under this heading may not be
available to clients of certain Service Agents and some Service Agents may
impose certain conditions on their clients which are different from those
described in this Prospectus. You should consult your Service Agent in this
regard.
FUND EXCHANGES -- You may purchase, in exchange for Class A or Class B shares
of the Fund, shares of the same Class in certain other funds managed or
administered by The Dreyfus Corporation, to the extent such shares are
offered for sale in your state of residence. These funds have different
investment objectives which may be of interest to you. If you desire to use
this service, you should consult your Service Agent or call 1-800-645-6561 to
determine if it is available and whether any conditions are imposed on its
use.
You also may exchange your Fund shares 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 (the
"Exchange Account"). Exchanges of shares from an Exchange Account only can be
made into certain other funds managed or administered by The Dreyfus
Corporation. No CDSC is charged when an investor exchanges into an Exchange
Account; however, the applicable CDSC will be imposed when shares are
Page 20
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 Fund Shares."
In addition to the limited Fund Exchanges and Auto-Exchange Privilege noted
herein, Exchange Account shares are eligible for Dreyfus Dividend Sweep and
the Automatic Withdrawal Plan, and may receive redemption proceeds only by
Federal wire or by check.
To request an exchange, you or your Service Agent acting on your
behalf must give exchange instructions to the Transfer Agent in writing or by
telephone. Before any exchange, you must obtain and should review a copy of
the current prospectus of the fund into which the exchange is being made.
Prospectuses may be obtained by calling 1-800-645-6561. 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 relevant "NO"
box on the Account Application, indicating that you specifically refuse this
Privilege. The Telephone Exchange Privilege may be established for an
existing account by written request, signed by all shareholders on the
account, or by a separate signed Shareholder Services Form, also available by
calling 1-800-645-6561. If you have established the Telephone Exchange
Privilege, you may telephone exchange instructions by calling 1-800-221-4060
or, if you are calling from overseas, call 1-401-455-3306. See "How to Redeem
Fund Shares_Procedures." Upon an exchange into a new account, the following
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, Wire Redemption Privilege, Telephone Redemption
Privilege, Dreyfus TELETRANSFER Privilege and the dividend/capital gain
distribution option (except for Dreyfus Dividend Sweep) selected by the
investor.
Shares will be exchanged at the next determined net asset value;
however, a sales load may be charged with respect to exchanges of Class A
shares into funds sold with a sales load. No CDSC will be imposed on Class B
shares at the time of an exchange; however, Class B 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 shares will be calculated from the date of the initial
purchase of the Class B shares exchanged. If you are exchanging Class A
shares into a fund that charges a sales load, you may qualify for share
prices which do not include the sales load or which reflect a reduced sales
load, if the shares of the fund from which 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 your exchange you must notify the Transfer
Agent or your Service 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 Statement of
Additional Information. 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 rules promulgated by the Securities and Exchange Commission.
The Fund reserves the right to reject any exchange request in whole or in
part. The availability of Fund Exchanges may be modified or terminated at any
time upon notice to shareholders.
The exchange of shares of one fund for shares of another is treated
for Federal income tax purposes as a sale of the shares given in exchange by
the shareholder and, therefore, an exchanging shareholder may realize a
taxable gain or loss.
DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege permits
you to invest regularly (on a semimonthly, monthly, quarterly or annual
basis), in exchange for Class A or Class B shares of the Fund, in shares of
the same Class of certain other funds in the Dreyfus Family of Funds of which
you are currently an investor. The amount you designate, which can be
expressed either in terms of a specific dollar or share amount ($100
minimum), will be exchanged automatically on the first and/or fifteenth of
the month according to the schedule you have selected. Shares will be
exchanged at the then-current net asset value; however, a
Page 21
sales load may be charged with respect to exchanges of Class A shares into
funds sold with a sales load. No CDSC will be imposed on Class B shares at the
time of an exchange; however, Class B 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
shares will be calculated from the date of the initial purchase of the Class
B shares exchanged. See "Shareholder Services" in the Statement of Additional
Information. The right to exercise this Privilege may be modified or
cancelled by the Fund or the Transfer Agent. You may modify or cancel your
exercise of this Privilege at any time by writing to The Dreyfus Family of
Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. The Fund may
charge a service fee for this Privilege. No such fee currently is
contemplated. The exchange of shares of one fund for shares of another is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the shareholder and, therefore, an exchanging shareholder may
realize a taxable gain or loss. For more information concerning this
Privilege and the funds in the Dreyfus Family of Funds eligible to
participate in this Privilege, or to obtain a Dreyfus Auto-Exchange
Authorization Form, please call toll free 1-800-645-6561.
DREYFUS-AUTOMATIC ASSET BUILDER -- Dreyfus-Automatic Asset Builder permits
you to purchase Fund shares (minimum of $100 and maximum of $150,000 per
transaction) at regular intervals selected by you. Fund shares are purchased
by transferring funds from the bank account designated by you. At your
option, the 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 Automated Clearing House
member may be so designated. To establish a Dreyfus-Automatic Asset Builder
account, you must file an authorization form with the Transfer Agent. You may
obtain the necessary authorization form by calling 1-800-645-6561. You may
cancel your participation in this Privilege or change the amount of purchase
at any time by mailing written notification to The Dreyfus Family of Funds,
P.O. Box 6527, Providence, Rhode Island 02940-6527, or, if for Dreyfus
retirement plan accounts, to The Dreyfus Trust Company, Custodian, P.O. Box
6427, Providence, Rhode Island 02940-6427, 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.
AUTOMATIC WITHDRAWAL PLAN -- The Automatic Withdrawal Plan permits you to
request withdrawal of a specified dollar amount (minimum of $50) on either a
monthly or quarterly basis if you have a $5,000 minimum account. An
application for the Automatic Withdrawal Plan can be obtained by calling
1-800-645-6561. There is a service charge of 50cents for each withdrawal
check. The Automatic Withdrawal Plan may be ended at any time by you, the
Fund or the Transfer Agent. Shares for which certificates have been issued
may not be redeemed through the Automatic Withdrawal Plan.
Class B shares withdrawn pursuant to the Automatic Withdrawal Plan
will be subject to any applicable CDSC. Any correspondence with respect to
the Automatic Withdrawal Plan should be addressed to The Dreyfus Family of
Funds, P.O. Box 6527, Providence, Rhode Island 02940-6527, or, if for Dreyfus
retirement plan accounts, to The Dreyfus Trust Company, Custodian, P.O. Box
6427, Providence, Rhode Island 02940-6427.
DREYFUS DIVIDEND OPTIONS -- Dreyfus Dividend Sweep enables you to invest
automatically dividends or dividends and capital gains distributions, if any,
paid by the Fund in shares of the same class of another fund in the Dreyfus
Family of Funds of which you are an investor. Shares of the other fund will
be purchased at the then-current net asset value; however, a sales load may
be charged with respect to investments in shares of a fund sold with a sales
load. If you are investing in a fund that charges a sales load, you may
qualify for share prices which do not include the sales load or which reflect
a reduced sales load. If you are investing in a fund or class 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
Statement of Additional Information. Dreyfus 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 Automated
Clearing House member may be so designated. Banks may charge a fee for this
service.
Page 22
For more information concerning these privileges, and the funds in
the Dreyfus Family of Funds eligible to participate in this Privilege, or to
request a Dividend Options Form, please call toll free 1-800-645-6561. You
may cancel these privileges by mailing written notification to The Dreyfus
Family of Funds, P.O. Box 6527, Providence, Rhode Island 02940-6527. 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 Dreyfus Dividend Sweep. The Fund may
modify or terminate these privileges at any time or charge a service fee. No
such fee currently is contemplated. Shares held under Keogh Plans, IRAs or
other retirement plans are not eligible for Dreyfus Dividend Sweep.
DREYFUS PAYROLL SAVINGS PLAN -- Dreyfus Payroll Savings Plan permits you to
purchase Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit program, you may
have part or all of your paycheck transferred to your existing Dreyfus
account electronically through the Automated Clearing House system at each
pay period. To establish a Dreyfus Payroll Savings Plan account, you must
file an authorization form with your employer's payroll department. Your
employer must complete the reverse side of the form and return it to The
Dreyfus Family of Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671.
You may obtain the necessary authorization form by calling 1-800-645-6561.
You may change the amount of purchase or cancel the authorization only by
written notification to your employer. It is the sole responsibility of your
employer, not Dreyfus Service Corporation, The Dreyfus Corporation, the Fund,
the Transfer Agent or any other person, to arrange for transactions under the
Dreyfus Payroll Savings Plan. The Fund may modify or terminate this Privilege
at any time or charge a service fee. No such fee currently is contemplated.
RETIREMENT PLANS -- The Fund offers a variety of pension and profit-sharing
plans, including Keogh Plans, IRAs, SEP-IRAs and IRA "Rollover Accounts,"
401(k) Salary Reduction Plans and 403(b)(7) Plans. Plan support services also
are available. You can obtain details on the various plans by calling the
following numbers toll free; for Keogh Plans, please call 1-800-358-5566; for
IRAs and IRA "Rollover Accounts," please call 1-800-645-6561; for SEP-IRAs,
401(k) Salary Reduction Plans and 403(b)(7) Plans, please call 1-800-322-7880.
LETTER OF INTENT -- CLASS A SHARES -- By signing a Letter of Intent form,
available from the Distributor, you become eligible for the reduced sales
load applicable to the total number of Eligible Fund shares purchased in a
13-month period pursuant to the terms and conditions set forth in the Letter
of Intent. A minimum initial purchase of $5,000 is required. To compute the
applicable sales load, the offering price of shares you hold (on the date of
submission of the Letter of Intent) in any Eligible Fund that may be used
toward "Right of Accumulation" benefits described above may be used as a
credit toward completion of the Letter of Intent. However, the reduced sales
load will be applied only to new purchases.
The Transfer Agent will hold in escrow 5% of the amount indicated in
the Letter of Intent for payment of a higher sales load if you do not
purchase the full amount indicated in the Letter of Intent. The escrow will
be released when you fulfill the terms of the Letter of Intent by purchasing
the specified amount. If your purchases qualify for a further sales load
reduction, the sales load will be adjusted to reflect your total purchase at
the end of 13 months. If total purchases are less than the amount specified,
you will be requested to remit an amount equal to the difference between the
sales load actually paid and the sales load applicable to the aggregate
purchases actually made. If such remittance is not received within 20 days,
the Transfer Agent, as attorney-in-fact pursuant to the terms of the Letter
of Intent, will redeem an appropriate number of Class A shares held in escrow
to realize the difference. Signing a Letter of Intent does not bind you to
purchase, or the Fund to sell, the full amount indicated at the sales load in
effect at the time of signing, but you must complete the intended purchase to
obtain the reduced sales load. At the time you purchase Class A shares, you
must indicate your intention to do so under a Letter of Intent.
Page 23
HOW TO REDEEM FUND SHARES
GENERAL -- You may request redemption of your Class A or Class B shares at
any time. Redemption requests should be transmitted to the Transfer Agent as
described below. When a request is received in proper form, the Fund will
redeem the shares at the next determined net asset value 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 Service Agent.
The Fund imposes no charges (other than any applicable CDSC) when
shares are redeemed directly through the Distributor. Service Agents may
charge a nominal fee for effecting redemptions of Fund shares. Any
certificates representing Fund shares being redeemed must be submitted with
the redemption request. The value of the shares redeemed may be more or less
than their original cost, depending upon the Fund's then-current net asset
value.
The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in
proper form, except as provided by the rules of the Securities and Exchange
Commission. HOWEVER, IF YOU HAVE PURCHASED FUND SHARES BY CHECK, BY DREYFUS
TELETRANSFER PRIVILEGE OR THROUGH DREYFUS-AUTOMATIC ASSET BUILDER AND
SUBSEQUENTLY SUBMIT A WRITTEN REDEMPTION REQUEST TO THE TRANSFER AGENT, THE
REDEMPTION PROCEEDS WILL BE TRANSMITTED TO YOU PROMPTLY UPON BANK CLEARANCE
OF YOUR PURCHASE CHECK, DREYFUS TELETRANSFER PURCHASE OR DREYFUS-AUTOMATIC
ASSET BUILDER ORDER, WHICH MAY TAKE UP TO EIGHT BUSINESS DAYS OR MORE. IN
ADDITION, THE FUND WILL REJECT REQUESTS TO REDEEM SHARES BY WIRE OR TELEPHONE
OR PURSUANT TO THE DREYFUS TELETRANSFER PRIVILEGE FOR A PERIOD OF EIGHT
BUSINESS DAYS AFTER RECEIPT BY THE TRANSFER AGENT OF THE PURCHASE CHECK, THE
DREYFUS TELETRANSFER PURCHASE OR THE DREYFUS-AUTOMATIC ASSET BUILDER ORDER
AGAINST WHICH SUCH REDEMPTION IS REQUESTED. THESE PROCEDURES WILL NOT APPLY
IF YOUR SHARES WERE PURCHASED BY WIRE PAYMENT, OR IF YOU OTHERWISE HAVE A
SUFFICIENT COLLECTED BALANCE IN YOUR ACCOUNT TO COVER THE REDEMPTION REQUEST.
PRIOR TO THE TIME ANY REDEMPTION IS EFFECTIVE, 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 45 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
current net asset value 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 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 your 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 net asset value 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:
Page 24
<TABLE>
<CAPTION>
CDSC AS A
% OF AMOUNT
YEAR SINCE INVESTED OR
PURCHASE PAYMENT REDEMPTION
WAS MADE PROCEEDS
----------------------- ----------------
<S> <C>
First................................................................ 4.00
Second............................................................... 4.00
Third................................................................ 3.00
Fourth............................................................... 3.00
Fifth................................................................ 2.00
Sixth................................................................ 1.00
</TABLE>
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 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.
For example, assume an investor purchased 100 shares at $10 per share
for a cost of $1,000. Subsequently, the shareholder acquired 5 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 net asset value had 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.
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 shareholders, (b) redemptions by Eligible
Benefit Plans, (c) redemptions as a result of a combination of any investment
company with the Fund by merger, acquisition of assets or otherwise, (d) a
distribution following retirement under a tax-deferred retirement plan or
upon attaining age 701/2 in the case of an IRA or Keogh plan or custodial
account pursuant to section 403(b) of the Code, and (e) redemptions by such
shareholders as the Securities and Exchange Commission or its staff may
permit. If the Directors of the Fund determine to discontinue the waiver of
the CDSC, the disclosure in the Fund's 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 Fund's 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 Service 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, the Wire Redemption Privilege, the
Telephone Redemption Privilege, or the Dreyfus TELETRANSFER Privilege. Other
redemption procedures may be in effect for investors who effect transactions
in Fund shares through Service Agents. The Fund makes available to certain
large institutions the ability to issue redemption instructions through
compatible computer facilities.
Your redemption request may direct that the redemption proceeds be
used to purchase shares of other funds advised or administered by The Dreyfus
Corporation that are not available through the Exchange Privilege. The
applicable CDSC will be charged upon the redemption of Class B shares. Your
redemption proceeds will be invested in shares of the other fund on the next
business day. Before you make such a request, you must obtain and should
review a copy of the current prospectus of the fund being purchased.
Prospectuses
Page 25
may be obtained by calling 1-800-645-6561. The prospectus will
contain information concerning minimum investment requirements and other
conditions that may apply to your purchase.
You may redeem Fund shares by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed a Shareholder
Services Form with the Transfer Agent. If you select a telephone redemption
privilege or telephone exchange privilege (which is granted automatically
unless you refuse it), you authorize the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be you, or a
representative of your Service Agent, and reasonably believed by the Transfer
Agent to be genuine. The Fund will require the Transfer Agent to employ
reasonable procedures, such as requiring a form of personal identification,
to confirm that instructions are genuine and, if it does not follow such
procedures, the Fund or the Transfer Agent may be liable for any losses due
to unauthorized or fraudulent instructions. Neither the Fund nor the Transfer
Agent will be liable for following telephone instructions reasonably believed
to be genuine.
During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent by telephone to
request a 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 net asset value may fluctuate.
REGULAR REDEMPTION -- Under the regular redemption procedure, you may redeem
your shares by written request mailed to The Dreyfus Family of Funds, P.O.
Box 6527, Providence, Rhode Island 02940-6527, or, if for Dreyfus retirement
plan accounts, to The Dreyfus Trust Company, Custodian, P.O. Box 6427,
Providence, Rhode Island 02940-6427. Written redemption requests must specify
the Class of shares being redeemed. Redemption requests may be delivered in
person only to a Dreyfus Financial Center. TheSE REQUESTS WILL BE FORWARDED
TO THE FUND AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For the location
of the nearest Dreyfus Financial Center, please call one of the telephone
numbers listed under "General Information." Redemption requests must be
signed by each 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 call
one of the telephone numbers listed under "General Information."
Redemption proceeds of at least $1,000 will be wired to any member
bank of the Federal Reserve System in accordance with a written
signature-guaranteed request.
WIRE REDEMPTION PRIVILEGE -- You may request by wire or telephone that
redemption proceeds (minimum $1,000) be wired to your account at a bank which
is a member of the Federal Reserve System, or a correspondent bank if your
bank is not a member. To establish the Wire Redemption Privilege, you must
check the appropriate box and supply the necessary information on the Fund's
Account Application or file a Shareholder Services Form with the Transfer
Agent. You may direct that redemption proceeds be paid by check (maximum
$150,000 per day)made out to the owners of record and mailed to your address.
Redemption proceeds of less than $1,000 will be paid automatically by check.
Holders of jointly registered Fund or bank accounts may have redemption
proceeds of not more than $250,000 wired within any 30-day period. You may
telephone redemption requests by calling 1-800-221-4060 or, if you are
calling from overseas, call 1-401-455-3306. The Fund reserves the right to
refuse any redemption request, including requests made shortly after a change
of address, and may limit the amount involved or the number of such requests.
This Privilege may be modified or terminated at any time by the Transfer
Agent or the Fund. The Fund's Statement of Additional Information sets forth
instructions for transmitting redemption requests by wire. Shares held under
Keogh Plans, IRAs or other retirement plans, and shares for which
certificates have been issued, are not eligible for this Privilege.
Page 26
TELEPHONE REDEMPTION PRIVILEGE -- You may redeem Fund shares (maximum
$150,000 per day) by telephone if you have checked the appropriate box on the
Fund's Account Application or have filed a Shareholder Services Form with the
Transfer Agent. The redemption proceeds will be paid by check and mailed to
your address. You may telephone redemption instructions by calling
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-3306. 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 telephone redemption requests. This Privilege may
be modified or terminated at any time by the Transfer Agent or the Fund.
Shares held under Keogh Plans, IRAs or other retirement plans, and shares for
which certificates have been issued, are not eligible for this Privilege.
DREYFUS TELETRANSFER PRIVILEGE -- You may redeem Fund shares (minimum $500
per day) by telephone if you have checked the appropriate box and supplied
the necessary information on the Fund's Account Application or have filed a
Shareholder Services Form with the Transfer Agent. The proceeds will be
transferred between your Fund account and the bank account designated in one
of these documents. Only such an account maintained in a domestic financial
institution which is an Automated Clearing House member may be so designated.
Redemption proceeds will be on deposit in your account at an Automated
Clearing House member bank ordinarily two days after receipt of the
redemption request or, at your request, paid by check (maximum $150,000 per
day) and mailed to your address. Holders of jointly registered Fund or bank
accounts may redeem through the Dreyfus TELETRANSFER Privilege for transfer
to their bank account not more than $250,000 within any 30-day period. The
Fund reserves the right to refuse any request made by telephone, including
requests made shortly after a change of address, and may limit the amount
involved or the number of such requests. The Fund may modify or terminate
this Privilege at any time or charge a service fee upon notice to
shareholders. No such fee currently is contemplated.
If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER redemption of Fund shares by telephoning
1-800-221-4060 or if you are calling from overseas, call 1-401-455-3306.
Shares held under Keogh Plans, IRAs or other Dreyfus retirement plans, and
shares issued in certificate form, are not eligible for this Privilege.
REINVESTMENT PRIVILEGE -- CLASS A -- You may reinvest up to the number of
Class A shares you have redeemed, within 30 days of redemption, at the
then-prevailing net asset value without a sales load, or reinstate your
account for the purpose of exercising the Exchange Privilege. The Reinvestment
Privilege may be exercised only once.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN
Class A and Class B shares are subject to a Shareholder Services Plan
and Class B shares only are subject to a Distribution Plan.
DISTRIBUTION PLAN -- Under the Distribution Plan, adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940, the Fund pays the Distributor
for distributing the Fund's Class B shares at an annual rate of .75 of 1% of
the value of the average daily net assets of Class B.
SHAREHOLDER SERVICES PLAN -- Under the Shareholder Services Plan, the Fund
pays the Distributor for the provision of certain services to the holders of
Class A and Class B shares a fee at the annual rate of .25 of 1% of the value
of the average daily net assets of Class A and Class B. 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 services related to the maintenance of shareholder
accounts. Under the Shareholder Services Plan, the Distributor may make
payments to Service Agents in respect of these services. The Distributor
determines the amounts to be paid to Service Agents. Each Service Agent is
required to disclose to its clients any compensation payable to it by the
Fund pursuant to the Shareholder Services Plan and any other compensation
payable by their clients in connection with the investment of their assets in
Class A or Class B shares.
page 27
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily declares and pays dividends from net investment
income and distributes net realized securities gains, if any, once a year,
but it may make distributions on a more frequent basis to comply with the
distribution requirements of the Code, in all events in a manner consistent
with the provisions of the Investment Company Act of 1940. The Fund will not
make distributions from net realized securities gains unless capital loss
carryovers, if any, have been utilized or have expired. You may choose
whether to receive dividends and distributions in cash or to reinvest in
additional Fund shares of the same Class at net asset value without a sales
load. All expenses are accrued daily and deducted before the declaration of
dividends to investors. Dividends paid by each Class will be calculated at
the same time and in the same manner and will be of the same amount, except
that the expenses attributable solely to Class A or Class B will be borne
exclusively by such Class. Class B shares will receive lower per share
dividends than Class A shares because of the higher expenses borne by Class
B. See "Fee Table."
Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund will be taxable to U.S. shareholders
as ordinary income whether received in cash or reinvested in Fund shares.
Distributions from net realized long-term securities gains of the Fund will
be taxable to U.S. shareholders as long-term capital gains for Federal income
tax purposes, regardless of how long shareholders have held their Fund shares
and whether such distributions are received in cash or reinvested in Fund
shares. The Code provides that the net capital gain of an individual
generally will not be subject to Federal income tax at a rate in excess of
28%. Dividends and distributions may be subject to state and local taxes.
Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund to a foreign investor generally are
subject to U.S. nonresident withholding taxes at the rate of 30%, unless the
foreign investor claims the benefit of a lower rate specified in a tax
treaty. Distributions from net realized long-term securities gains paid by
the Fund to a foreign investor as well as the proceeds of any redemptions
from a foreign investor's account, regardless of the extent to which gain or
loss may be realized, generally will not be subject to U.S. nonresident
withholding tax. However, such distributions may be subject to backup
withholding, as described below, unless the foreign investor certifies his
non-U.S. residency status.
Notice as to the tax status of your dividends and distributions will
be mailed to you annually. You also will receive periodic summaries of your
account which will include information as to dividends and distributions from
securities gains, if any, paid during the year.
The Code provides for the "carryover" of some or all of the sales
load imposed on Class A shares if an investor exchanges his Class A shares
for shares of another fund advised by The Dreyfus Corporation within 91 days
of purchase and such other fund reduces or eliminates its otherwise
applicable sales load for the purpose of the exchange. In this case, the
amount of the sales load charged the investor for Class A shares, up to the
amount of the reduction of the sales load charged on the exchange, is not
included in the basis of such investor's Class A shares for purposes of
computing gain or loss on the exchange, and instead is added to the basis of
the fund shares received on the exchange.
Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends, distributions
from net realized securities gains and the proceeds of any redemption,
regardless of the extent to which gain or loss may be realized, paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct or that such
shareholder has not received notice from the IRS of being subject to backup wi
thholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
Page 28
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of the Fund believes that the Fund has qualified for the
fiscal year ended October 31, 1994 as a "regulated investment company" under
the Code. The Fund intends to so qualify if such qualification is in the best
interests of its shareholders. Such qualification relieves the Fund of any
liability for Federal income tax to the extent its earnings are distributed
in accordance with applicable provisions of the Code. In addition, 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
For purposes of advertising, performance for each Class of shares is
calculated on the basis of average annual total return. Advertisements also
may include performance calculated on the basis of total return. These total
return figures reflect changes in the price of the 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. Class A
total return figures include the maximum initial sales charge and Class B
total return figures include any applicable CDSC. These figures also take
into account any applicable service and distribution fees. As a result, at
any given time, the performance of Class B should be expected to 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 in the Fund was purchased with an
initial payment of $1,000 and that the investment was redeemed at the end of
a stated period of time, after giving effect to the reinvestment of 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 average annual total return of
Class A and Class B 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 maximum
offering price per share at the beginning of the period. Advertisements may
include the percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes the application
of the percentage rate of total return. Total return also may be calculated
by using the net asset value per share at the beginning of the period instead
of the maximum offering price per share at the beginning of the period for
Class A shares or without giving effect to any applicable CDSC at the end of
the period for Class B shares. Calculations based on the net asset value per
share do not reflect the deduction of the applicable sales charge which, if
reflected, would reduce the performance quoted.
Performance will vary from time to time and past results are not
necessarily representative of future results. You should remember that
performance is a function of portfolio management in selecting the type and
quality of portfolio securities and is affected by operating expenses.
Performance information, such as that described above, may not provide a
basis for comparison with other investments or other investment companies
using a different method of calculating performance.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Morgan Stanley Capital International World Index,
Standard & Poor's 500 Composite Stock Price Index, Standard & Poor's MidCap
400 Index, the Dow Jones Industrial Average, Morningstar, Inc. and other
industry publications.
Page 29
GENERAL INFORMATION
The Fund was incorporated under Maryland law on November 21, 1991,
and commenced operations on January 31, 1992. On October 4, 1993, the Fund,
which is incorporated under the name Dreyfus Global Investing, Inc., began
operating under the name Premier Global Investing. The Fund is authorized to
issue 600 million shares of Common Stock, par value $.001 per share. The
Fund's shares are classified into two classes. Each share has one vote and
shareholders will vote in the aggregate and not by class except as otherwise
required by law. However, holders of Class A and Class B shares will be
entitled to vote on matters submitted to shareholders pertaining to the
Shareholder Service Plan and only holders of Class B shares will be entitled
to vote on matters submitted to shareholders pertaining to the Distribution
Plan.
Unless otherwise required by the Investment Company Act of 1940,
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, pursuant to
the Fund's By-Laws, the holders of at least 10% of the shares outstanding and
entitled to vote may require the Fund to hold a special meeting of
shareholders for purposes of removing a Director from office and for any
other purpose. Fund shareholders may remove a Director by the affirmative
vote of a majority of the Fund's outstanding voting 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 will send
you confirmations and statements of account.
Shareholder inquiries may be made by writing to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11566-0144, or by calling toll free
1-800-645-6561. In New York City, call 1-718-895-1206; on Long Island, call
794-5452.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM,
SUCH OFFERING MAY NOT LAWFULLY BE MADE.
Page 30
PREMIER
GLOBAL INVESTING
PROSPECTUS
(LION LOGO)
Copyright 1995, Dreyfus Service Corporation
__________________________________________________________________________
PREMIER GLOBAL INVESTING
CLASS A and CLASS B SHARES
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
FEBRUARY 28, 1995
__________________________________________________________________________
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
of Premier Global Investing (the "Fund"), dated February 28, 1995, as it
may be revised from time to time. To obtain a copy of the Fund's
Prospectus, please write to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or call the following numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
On Long Island -- Call 794-5452
The Dreyfus Corporation (the "Manager") serves as the Fund's
investment adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies. . . . . . . . B-2
Management of the Fund. . . . . . . . . . . . . . . . . . . B-13
Management Agreement. . . . . . . . . . . . . . . . . . . . B-16
Purchase of Fund Shares . . . . . . . . . . . . . . . . . . B-18
Distribution Plan and Shareholder Services Plan . . . . . . B-19
Redemption of Fund Shares . . . . . . . . . . . . . . . . . B-21
Shareholder Services. . . . . . . . . . . . . . . . . . . . B-23
Determination of Net Asset Value. . . . . . . . . . . . . . B-26
Dividends, Distributions and Taxes. . . . . . . . . . . . . B-27
Performance Information . . . . . . . . . . . . . . . . . . B-29
Portfolio Transactions. . . . . . . . . . . . . . . . . . . B-30
Information About the Fund. . . . . . . . . . . . . . . . . B-31
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors. . . . . . . . . . . . . B-31
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . B-32
Financial Statements. . . . . . . . . . . . . . . . . . . . B-38
Report of Independent Auditors. . . . . . . . . . . . . . . B-51
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Description of the Fund."
Portfolio Securities
Bank Obligations. Domestic commercial banks organized under Federal
law are supervised and examined by the Comptroller of the Currency and are
required to be members of the Federal Reserve System and to have their
deposits insured by the Federal Deposit Insurance Corporation (the
"FDIC"). Domestic banks organized under state law are supervised and
examined by state banking authorities but are members of the Federal
Reserve System only if they elect to join. In addition, state banks whose
certificates of deposit ("CDs") may be purchased by the Fund are insured
by the FDIC (although such insurance may not be of material benefit to the
Fund, depending on the principal amount of the CDs of each bank held by
the Fund) and are subject to Federal examination and to a substantial body
of Federal law and regulation. As a result of Federal or state laws and
regulations, domestic branches of domestic banks whose CDs may be
purchased by the Fund generally are required, among other things, to
maintain specified levels of reserves, are limited in the amounts which
they can loan to a single borrower and are subject to other regulations
designed to promote financial soundness. However, not all of such laws
and regulations apply to the foreign branches of domestic banks.
Obligations of foreign branches of domestic banks, foreign
subsidiaries of domestic banks and domestic and foreign branches of
foreign banks, such as CDs and time deposits ("TDs"), may be general
obligations of the parent banks in addition to the issuing branch, or may
be limited by the terms of a specific obligation and governmental
regulation. Such obligations are subject to different risks than are
those of domestic banks. These risks include foreign economic and
political developments, foreign governmental restrictions that may
adversely affect payment of principal and interest on the obligations,
foreign exchange controls and foreign withholding and other taxes on
interest income. These foreign branches and subsidiaries are not
necessarily subject to the same or similar regulatory requirements that
apply to domestic banks, such as mandatory reserve requirements, loan
limitations, and accounting, auditing and financial record keeping
requirements. In addition, less information may be publicly available
about a foreign branch of a domestic bank or about a foreign bank than
about a domestic bank.
Obligations of United States branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may
be limited by the terms of a specific obligation or by Federal or state
regulation as well as governmental action in the country in which the
foreign bank has its head office. A domestic branch of a foreign bank
with assets in excess of $1 billion may be subject to reserve requirements
imposed by the Federal Reserve System or by the state in which the branch
is located if the branch is licensed in that state.
In addition, Federal branches licensed by the Comptroller of the
Currency and branches licensed by certain states ("State Branches") may be
required to: (1) pledge to the regulator, by depositing assets with a
designated bank within the state, a certain percentage of their assets as
fixed from time to time by the appropriate regulatory authority; and (2)
maintain assets within the state in an amount equal to a specified
percentage of the aggregate amount of liabilities of the foreign bank
payable at or through all of its agencies or branches within the state.
The deposits of Federal and State Branches generally must be insured by
the FDIC if such branches take deposits of less than $100,000.
In view of the foregoing factors associated with the purchase of CDs
and TDs issued by foreign branches of domestic banks, by foreign
subsidiaries of domestic banks, by foreign branches of foreign banks or by
domestic branches of foreign banks, the Manager carefully evaluates such
investments on a case-by-case basis.
The Fund may purchase CDs issued by banks, savings and loan
associations and similar thrift institutions with less than $1 billion in
assets, which are members of the FDIC, provided the Fund purchases any
such CD in a principal amount of not more than $100,000, which amount
would be fully insured by the Bank Insurance Fund or the Savings
Association Insurance Fund administered by the FDIC. Interest payments on
such a CD are not insured by the FDIC. The Fund will not own more than
one such CD per such issuer.
Repurchase Agreements. The Fund's custodian or sub-custodian will
have custody of, and will hold in a segregated account, securities
acquired by it under a repurchase agreement. Repurchase agreements are
considered by the staff of the Securities and Exchange Commission to be
loans by the Fund. In an attempt to reduce the risk of incurring a loss
on a repurchase agreement, the Fund will enter into repurchase agreements
only with domestic banks with total assets in excess of $1 billion or
primary government securities dealers reporting to the Federal Reserve
Bank of New York, with respect to securities of the type in which the Fund
may invest, and will require that additional securities be deposited with
it if the value of the securities purchased should be decreased below
resale price. The Advisers will monitor on an ongoing basis the value of
the collateral to assure that it always equals or exceeds the repurchase
price. The Fund will consider on an ongoing basis, the creditworthiness
of the institutions with which it enters into repurchase agreements.
Commercial Paper and Other Short-Term Corporate Obligations. Variable
rate demand notes include variable amount master demand notes, which are
obligations that permit the Fund to invest fluctuating amounts at varying
rates of interest pursuant to direct arrangements between the Fund, as
lender, and the borrower. These notes permit daily changes in the amounts
borrowed. As mutually agreed between the parties, the Fund may increase
the amount under the notes at any time up to the full amount provided by
the note agreement, or decrease the amount, and the borrower may repay up
to the full amount of the note without penalty. Because these obligations
are direct lending arrangements between the lender and borrower, it is not
contemplated that such instruments generally will be traded, and there
generally is no established secondary market for these obligations,
although they are redeemable at face value, plus accrued interest, at any
time. Accordingly, where these obligations are not secured by letters or
credit or other credit support arrangements, the Fund's right to redeem is
dependent on the ability of the borrower to pay principal and interest on
demand. In connection with floating and variable rate demand obligations,
the Manager will consider, on an ongoing basis, earning power, cash flow
and other liquidity ratios of the borrower, and the borrower's ability to
pay principal and interest on demand. Such obligations frequently are not
rated by credit rating agencies, and the Fund may invest in them only if
at the time of an investment the borrower meets the criteria set forth in
the Fund's Prospectus for other commercial paper issuers.
American, European and Continental Depository Receipts. The Fund may
invest in ADRs, EDRs and CDRs through "sponsored" or "unsponsored"
facilities. A sponsored facility is established jointly by the issuer of
the underlying security and a depositary, whereas a depositary may
establish an unsponsored facility without participation by the issuer of
the deposited security. Holders of unsponsored depositary receipts
generally bear all the costs of such facilities and the depositary of an
unsponsored facility frequently is under no obligation to distribute
shareholder communications received from the issuer of the deposited
security or to pass through voting rights to the holders of such receipts
in respect of the deposited securities.
Illiquid Securities. When purchasing securities that have not been
registered under the Securities Act of 1933, as amended, and are not
readily marketable, the Fund will endeavor to obtain the right to
registration at the expense of the issuer. Generally, there will be a
lapse of time between the Fund's decision to sell any such security and
the registration of the security permitting sale. During any such period,
the price of the securities will be subject to market fluctuations.
However, if a substantial market of qualified institutional buyers
develops pursuant to Rule 144A under the Securities Act of 1933, as
amended, for certain unregistered securities held by the Fund, the Fund
intends to treat such securities as liquid securities in accordance with
procedures approved by the Fund's Board of Directors. Because it is not
possible to predict with assurance how the market for restricted
securities pursuant to Rule 144A will develop, the Fund's Board of
Directors has directed the Manager 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 liquidity in the Fund's portfolio during such period.
Mortgage-Related Securities. The Fund may invest in mortgage-related
securities which are collateralized by pools of mortgage loans assembled
for sale to investors by various governmental agencies, such as Government
National Mortgage Association and government-related organizations such as
Federal National Mortgage Association and Federal Home Loan Mortgage
corporation, as well as by private issuers such as commercial banks,
savings and loan institutions, mortgage banks and private mortgage
insurance companies, and similar foreign entities. The mortgage-related
securities in which the Fund may invest include those with fixed, floating
or variable interest rates, those with interest rates that change based on
multiples of changes in interest rates and those with interest rates that
change inversely to changes in interest rates, as well as stripped
mortgage-backed securities which are derivative multiclass mortgage
securities. Stripped mortgage-backed securities usually are structured
with two classes that receive different proportions of interest and
principal distributions on a pool of mortgage-backed securities or whole
loans. A common type of stripped mortgage-backed security will have one
class receiving some of the interest and most of the principal from the
mortgage collateral, while the other class will receive most of the
interest and the remainder of the principal. In the most extreme case,
one class will receive all of the interest (the interest only or "IO"
class), while the other class will receive all of the principal (the
principal-only or "PO" class). Although certain mortgage-related
securities are guaranteed by a third party or otherwise similarly secured,
the market value of the security, which may fluctuate, is not so secured.
If the Fund purchases a mortgage-related security at a premium, all or
part of the premium may be lost if there is a decline in the market value
of the security, whether resulting from changes in interest rates or
prepayments in the underlying mortgage collateral. As with other
interest-bearing securities, the prices of certain mortgage-backed
securities are inversely affected by changes in interest rates, while
others, which the Fund may purchase, may be structured so that their
interest rates will fluctuate inversely (and thus their price will
increase as interest rates rise and decrease as interest rates fall) in
response to changes in interest rates. Though the value of a mortgage-
related security may decline when interest rates rise, the converse is not
necessarily true, since in periods of declining interest rates the
mortgages underlying the security are more likely to be prepaid. For this
and other reasons, a mortgage-related security's stated maturity may be
shortened by unscheduled prepayments on the underlying mortgages and,
therefore, it is not possible to predict accurately the security's return
to the Fund. Moreover, with respect to stripped mortgage-backed
securities, if the underlying mortgage securities experience greater than
anticipated prepayments of principal, the Fund may fail to fully recoup
its initial investment in these securities even if the securities are
rated in the highest rating category by a nationally recognized
statistical rating organization. In addition, regular payments received
in respect of mortgage-related securities include both interest and
principal. No assurance can be given as to the return the Fund will
receive when these amounts are reinvested. The Fund also may invest in
collateralized mortgage obligations structured on pools of mortgage pass-
through certificates or mortgage loans. The Fund intends to invest less
than 5% of its assets in mortgage-related securities.
No assurance can be given as to the liquidity of the market for
certain mortgage-backed securities, such as collateralized mortgage
obligations and stripped mortgage-backed securities. Determination as to
the liquidity of such securities are made in accordance with guidelines
established by the Fund's Board of Directors. In accordance with such
guidelines, the Manager monitors the Fund's investments in such securities
with particular regard to trading activity, availability of reliable price
information and other relevant information.
Municipal Obligations. Municipal obligations are debt obligations
issued by states, territories and possessions of the United States and the
District of Columbia and their political subdivisions, agencies and
instrumentalities, or multistate agencies or authorities. While in
general, municipal obligations are tax exempt securities having relatively
low yields as compared to taxable, non-municipal obligations of similar
quality, certain issues of municipal obligations, both taxable and non-
taxable, offer yields comparable and in some cases greater than the yields
available on other permissible Fund investments. 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 and
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. Municipal obligations
bear fixed, floating or variable rates of interest which are determined in
some instances by formulas under which the municipal obligation's interest
rate will change directly or inversely to changes in interest rates or an
index, or multiples thereof, in many cases subject to a maximum and
minimum. Certain municipal obligations are subject to redemption at a
date earlier than their stated maturity pursuant to call options, which
may be separated from the related municipal obligations and purchased and
sold separately. The Fund also may acquire call options on specific
municipal obligations. The Fund generally would purchase these call
options to protect the Fund from the issuer of the related municipal
obligation redeeming, or other holder of the call option from calling
away, the municipal obligation before maturity. The Fund will invest in
municipal obligations, the ratings of which correspond with the ratings of
other permissible Fund investments. Dividends received by shareholders on
Fund shares which are attributable to interest income received by the Fund
from municipal obligations generally will be subject to Federal income
tax. The Fund may invest up to 25% of its assets in municipal
obligations; however, it currently intends to limit such investments to
5%. These percentages may be varied from time to time without shareholder
approval.
Zero Coupon Securities. The Fund may invest in zero coupon U.S.
Treasury securities, which are Treasury Notes and Bonds that have been
stripped of their unmatured interest coupons, the coupons themselves and
receipts or certificates representing interests in such stripped debt
obligations and coupons. The Fund also may invest in zero coupon
securities issued by corporations and financial institutions which
constitute a proportionate ownership of the issuer's pool of underlying
U.S. Treasury securities. A zero coupon security pays no interest to its
holder during its life and is sold at a discount to its face value at
maturity. The amount of the discount fluctuates with the market price of
the security. The market prices of zero coupon securities generally are
more volatile than the market prices of securities that pay interest
periodically and are likely to respond to a greater degree to changes in
interest rates than non-zero coupon securities having similar maturities
and credit qualities. The Fund currently intends to invest less than 5%
of its assets in zero coupon securities.
Management Policies
The Fund engages in the following practices in furtherance of its
objective.
Leverage Through Borrowing. The Fund may borrow for investment
purposes. The Investment Company Act of 1940 requires the Fund to
maintain continuous asset coverage (that is, total assets including
borrowings, less liabilities exclusive of borrowings) of 300% of the
amount borrowed. If the 300% asset coverage should decline as a result of
market fluctuations or other reasons, the Fund may be required to sell
some of its portfolio holdings within three days to reduce the debt and
restore the 300% asset coverage, even though it may be disadvantageous
from an investment standpoint to sell securities at that time. The Fund
also may be required to maintain minimum average balances in connection
with such borrowing or to pay a commitment or other fee to maintain a line
of credit; either of these requirements would increase the cost of
borrowing over the stated interest rate. To the extent the Fund enters
into a reverse repurchase agreement, the Fund will maintain in a
segregated custodial account cash or U.S. Government securities or other
high quality liquid debt securities at least equal to the aggregate amount
of its reverse repurchase obligations, plus accrued interest, in certain
cases, in accordance with releases promulgated by the Securities and
Exchange Commission. The Securities and Exchange Commission views reverse
repurchase transactions as collateralized borrowings by the Fund. These
agreements, which are treated as if reestablished each day, are expected
to provide the Fund with a flexible borrowing tool.
Short-Selling. Until the Fund closes its short position or replaces
the borrowed security, the Fund will: (a) maintain a segregated account,
containing cash or U.S. Government securities, at such a level that (i)
the amount deposited in the account plus the amount deposited with the
broker as collateral will equal the current value of the security sold
short and (ii) the amount deposited in the segregated account plus the
amount deposited with the broker as collateral will not be less than the
market value of the security at the time it was sold short; or (b)
otherwise cover its short position.
Options Transactions. The Fund may engage in options transactions,
such as purchasing or writing covered call or put options. In return for
a premium, the writer of a covered call option forfeits the right to any
appreciation in the value of the underlying security above the strike
price for the life of the option (or until a closing purchase transaction
can be effected). Nevertheless, the call writer retains the risk of a
decline in the price of the underlying security. The writer of a covered
put option accepts the risk of a decline in the price of the underlying
security. The size of the premiums that the Fund may receive may be
adversely affected as new or existing institutions, including other
investment companies, engage in or increase their option-writing
activities.
Options written ordinarily will have expiration dates between one and
nine months from the date written. The exercise price of the options may
be below, equal to or above the market values of the underlying securities
at the time the options are written. In the case of call options, these
exercise prices are referred to as "in-the-money," "at-the-money" and
"out-of-the-money," respectively. The Fund may write (a) in-the-money
call options when the Manager expects that the price of the underlying
security will remain stable or decline moderately during the option
period, (b) at-the-money call options when the Manager expects that the
price of the underlying security will remain stable or advance moderately
during the option period and (c) out-of-the-money call options when the
Manager expects that the premiums received from writing the call option
plus the appreciation in market price of the underlying security up to the
exercise price will be greater than the appreciation in the price of the
underlying security alone. In these circumstances, if the market price of
the underlying security declines and the security is sold at this lower
price, the amount of any realized loss will be offset wholly or in part by
the premium received. Out-of-the-money, at-the-money and in-the-money put
options (the reverse of call options as to the relation of exercise price
to market price) may be utilized in the same market environments that such
call options are used in equivalent transactions.
So long as the Fund's obligation as the writer of an option
continues, the Fund may be assigned an exercise notice by the broker-
dealer through which the option was sold, requiring the Fund to deliver,
in the case of a call, or take delivery of, in the case of a put, the
underlying security against payment of the exercise price. This
obligation terminates when the option expires or the Fund effects a
closing purchase transaction. The Fund can no longer effect a closing
purchase transaction with respect to an option once it has been assigned
an exercise notice.
While it may choose to do otherwise, the Fund generally will purchase
or write only those options for which the Manager believes there is an
active secondary market so as to facilitate closing transactions. There
is no assurance that sufficient trading interest to create a liquid
secondary market on a securities exchange will exist for any particular
option 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 clearing facilities inadequate and resulted in
the institution of special procedures, such as trading rotations,
restrictions on certain types of orders or trading halts or suspensions in
one or more options. There can be no assurance that similar events, or
events that otherwise may interfere with the timely execution of
customers' orders, will not recur. In such event, it might not be
possible to effect closing transactions in particular options. If as a
covered call option writer the Fund is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the
underlying security until the option expires or it delivers the underlying
security upon exercise or it otherwise covers its position.
Stock Index Options. The Fund may purchase and write put and call
options on stock indices listed on national securities exchanges or traded
in the over-the-counter market. A stock index fluctuates with changes in
the market values of the stocks included in the index.
Options on stock indices are similar to options on stock except that
(a) the expiration cycles of stock index options are monthly, while those
of stock options are currently quarterly, and (b) the delivery
requirements are different. Instead of giving the right to take or make
delivery of a stock at a specified price, an option on a stock index gives
the holder the right to receive a cash "exercise settlement amount" equal
to (i) the amount, if any, by which the fixed exercise price of the option
exceeds (in the case of a put) or is less than (in the case of a call) the
closing value of the underlying index on the date of exercise, multiplied
by (ii) a fixed "index multiplier." Receipt of this cash amount will
depend upon the closing level of the stock index upon which the option is
based being greater than, in the case of a call, or less than, in the case
of a put, the exercise price of the option. The amount of cash received
will be equal to such difference between the closing price of the index
and the exercise price of the option expressed in dollars times a
specified multiple. The writer of the option is obligated, in return for
the premium received, to make delivery of this amount. The writer may
offset its position in stock index options prior to expiration by entering
into a closing transaction on an exchange or it may let the option expire
unexercised.
Futures Contracts and Options on Futures Contracts. Upon exercise of
an option, the writer of the option delivers to the holder of the option
the futures position and the accumulated balance in the writer's futures
margin account, which represents the amount by which the market price of
the futures contract exceeds, in the case of a call, or is less than, in
the case of a put, the exercise price of the option on the futures
contract. The potential loss related to the purchase of options on
futures contracts is limited to the premium paid for the option (plus
transaction costs). Because the value of the option is fixed at the time
of sale, there are no daily cash payments to reflect changes in the value
of the underlying contract; however, the value of the option does change
daily and that change would be reflected in the net asset value of the
Fund.
Foreign Currency Transactions. The Fund may not hedge with respect
to a particular currency to an extent greater than the aggregate market
value (at the time of making such sale) of the securities held in its
portfolio denominated or quoted in or currently convertible into that
particular currency. If the Fund enters into a hedging transaction, it
will deposit with its custodian cash or readily marketable securities in a
segregated account of the Fund in an amount at least equal to the value of
the Fund's total assets committed to the consummation of the forward
contract. If the value of the securities placed in the segregated account
declines, additional cash or securities will be placed in the account so
that the value of the account will equal the amount of the Fund's
commitment with respect to the contract. Hedging transactions may be made
from any foreign currency into U.S. dollars or into other appropriate
currencies.
At or before the maturity of a forward contract, the Fund either may
sell a portfolio security and make delivery of the currency, or retain the
security and offset its contractual obligation to deliver the currency by
purchasing a second contract pursuant to which the Fund will obtain, on
the same maturity date, the same amount of the currency which it is
obligated to deliver. If the Fund retains the portfolio security and
engages in an offsetting transaction, the Fund, at the time of execution
of the offsetting transaction, will incur a gain or loss to the extent
movement has occurred in forward contract prices. Should forward prices
decline during the period between the Fund's entering into a forward
contract for the sale of a currency and the date it enters into an
offsetting contract for the purchase of the currency, the Fund will
realize a gain to the extent the price of the currency it has agreed to
sell exceeds the price of the currency it has agreed to purchase. Should
forward prices increase, the Fund will suffer a loss to the extent the
price of the currency it has agreed to purchase exceeds the price of the
currency it has agreed to sell.
The cost to the Fund of engaging in currency transactions varies with
factors such as the currency involved, the length of the contract period
and the market conditions then prevailing. Because transactions in
currency exchange usually are conducted on a principal basis, no fees or
commissions are involved. The use of forward currency exchange contracts
does not eliminate fluctuations in the underlying prices of the
securities, but it does establish a rate of exchange that can be achieved
in the future. If a devaluation generally is anticipated, the Fund may
not be able to contract to sell the currency at a price above the
devaluation level it anticipates. The requirements for qualification as a
regulated investment company under the Internal Revenue Code of 1986, as
amended (the "Code"), may cause the Fund to restrict the degree to which
it engages in currency transactions. See "Dividends, Distributions and
Taxes."
Lending Portfolio Securities. To a limited extent, the Fund may lend
its portfolio securities to brokers, dealers and other financial
institutions, provided it receives cash collateral which at all times is
maintained in an amount equal to at least 100% of the current market value
of the securities loaned. By lending its portfolio securities, the Fund
can increase its income through the investment of the cash collateral.
For purposes of this policy, the Fund considers collateral consisting of
U.S. Government securities or irrevocable letters of credit issued by
banks whose securities meet the standards for investment by the Fund to be
the equivalent of cash. From time to time, the Fund may return to the
borrower or a third party which is unaffiliated with the Fund, and which
is acting as a "placing broker," a part of the interest earned from the
investment of collateral received for securities loaned.
The Securities and Exchange Commission currently requires that the
following conditions must be met whenever portfolio securities are loaned:
(1) the Fund must receive at least 100% cash collateral from the borrower;
(2) the borrower must increase such collateral whenever the market value
of the securities rises above the level of such collateral; (3) the Fund
must be able to terminate the loan at any time; (4) the Fund must receive
reasonable interest on the loan, as well as any dividends, interest or
other distributions payable on the loaned securities, and any increase in
market value; (5) the Fund may pay only reasonable custodian fees in
connection with the loan; and (6) while voting rights on the loaned
securities may pass to the borrower, the Fund's Board of Directors must
terminate the loan and regain the right to vote the securities if a
material event adversely affecting the investment occurs. These
conditions may be subject to future modification.
Risk Factors--Lower Rated Securities. The Fund is permitted to
invest in securities rated below Baa by Moody's Investors Service, Inc.
("Moody's") and below BBB by Standard & Poor's Corporation ("S&P"), Fitch
Investors Service, Inc. ("Fitch") and Duff & Phelps Credit Rating Co.
("Duff") and as low as Caa by Moody's or CCC by S&P, Fitch or Duff. Such
securities, though higher yielding, are characterized by risk. See in the
Prospectus "Description of the Fund--Risk Factors--Lower Rated Securities"
for a discussion of certain risks and the Appendix for a general
description of Moody's, S&P, Fitch and Duff ratings. Although ratings may
be useful in evaluating the safety of interest and principal payments,
they do not evaluate the market value risk of these securities. The Fund
will rely on the Manager's judgment, analysis and experience in evaluating
the creditworthiness of an issuer. See in the Prospectus "Description of
the Fund--Certain Portfolio Securities--Ratings."
Investors should be aware that the market values of many of these
securities tend to be more sensitive to economic conditions than are
higher rated securities and will fluctuate over time. These securities
are considered by S&P, Moody's, Fitch and Duff, on balance, as
predominantly speculative with respect to capacity to pay interest and
repay principal in accordance with the terms of the obligation and
generally will involve more credit risk than securities in the higher
rating categories.
Companies that issue certain of these securities often are highly
leveraged and may not have available to them more traditional methods of
financing. Therefore, the risk associated with acquiring the securities
of such issuers generally is greater than is the case with the higher
rated securities. For example, during an economic downturn or a sustained
period of rising interest rates, highly leveraged issuers of these
securities may not have sufficient revenues to meet their interest payment
obligations. The issuer's ability to service its debt obligations also
may be affected adversely by specific corporate developments, forecasts,
or the unavailability of additional financing. The risk of loss because
of default by the issuer is significantly greater for the holders of these
securities because such securities generally are unsecured and often are
subordinated to other creditors of the issuer.
Because there is no established retail secondary market for many of
these securities, the Fund anticipates that such securities could be sold
only to a limited number of dealers or institutional investors. To the
extent a secondary trading market for these securities does exist, it
generally is not as liquid as the secondary market for higher rated
securities. The lack of a liquid secondary market may have an adverse
impact on market price and yield and the Fund's ability to dispose of
particular issues when necessary to meet the Fund's liquidity needs or in
response to a specific economic event such as a deterioration in the
creditworthiness of the issuer. The lack of a liquid secondary market for
certain securities also may make it more difficult for the Fund to obtain
accurate market quotations for purposes of valuing the Fund's portfolio
and calculating its net asset value. Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may decrease
the values and liquidity of these securities. In such cases, judgment may
play a greater role in valuation because less reliable, objective data may
be available.
These securities may be particularly susceptible to economic
downturns. It is likely that an economic recession could disrupt severely
the market for such securities and may have an adverse impact on the value
of such securities. In addition, it is likely that any such economic
downturn could adversely affect the ability of the issuers of such
securities to repay principal and pay interest thereon and increase the
incidence of default for such securities.
The Fund may acquire these securities during an initial offering.
Such securities may involve special risks because they are new issues.
The Fund has no arrangement with the Distributor or any other persons
concerning the acquisition of such securities, and the Manager will review
carefully the credit and other characteristics pertinent to such new
issues.
Lower rated zero coupon securities, in which the Fund may invest up
to 5% of its net assets, involve special considerations. The credit risk
factors pertaining to lower rated securities also apply to lower rated
zero coupon securities. Such zero coupon securities carry an additional
risk in that, unlike securities which pay interest throughout the period
to maturity, the Fund will realize no cash until the cash payment date
unless a portion of such securities are sold and, if the issuer defaults,
the Fund may obtain no return at all on its investment. See "Dividends,
Distributions and Taxes."
Investment Restrictions. The Fund has adopted investment
restrictions numbered 1 through 12 as fundamental policies. These
restrictions cannot be changed without approval by the holders of a
majority (as defined in the Investment Company Act of 1940, as amended
(the "Act")) of the Fund's outstanding voting shares. Investment
restriction number 13 is not a fundamental policy and may be changed by
vote of a majority of the Fund's Directors at any time. The Fund may not:
1. Purchase securities of any company having less than three years'
continuous operations (including operations of any predecessors) if such
purchase would cause the value of the Fund's investments in all such
companies to exceed 5% of the value of its total assets.
2. Invest in commodities, except that the Fund may invest in
futures contracts and options on futures contracts as described in the
Fund's Prospectus and this Statement of Additional Information.
3. Purchase, hold or deal in real estate, real estate investment
trust securities, real estate limited partnership interests, or oil, gas
or other mineral leases or exploration or development programs, but the
Fund may purchase and sell securities that are secured by real estate and
may purchase and sell securities issued by companies that invest or deal
in real estate.
4. Borrow money, except as described in the Fund's Prospectus and
this Statement of Additional Information. For purposes of this investment
restriction, the entry into options, futures contracts, including those
relating to indices, and options on futures contracts or indices shall not
constitute borrowing.
5. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
deposit of assets in escrow in connection with writing covered put and
call options and the purchase of securities on a when-issued or delayed-
delivery basis and collateral and initial or variation margin arrangements
with respect to options, futures contracts, including those relating to
indices, and options on futures contracts or indices.
6. Lend any funds or other assets except through the purchase of a
portion of an issue of publicly distributed bonds, debentures or other
debt securities, or the purchase of bankers' acceptances and commercial
paper of corporations. However, the Fund may lend its portfolio
securities in an amount not to exceed 33-1/3% of the value of its total
assets. Any loans of portfolio securities will be made according to
guidelines established by the Securities and Exchange Commission and the
Fund's Board of Directors.
7. Act as an underwriter of securities of other issuers.
8. Purchase, sell or write puts, calls or combinations thereof,
except as described in the Fund's Prospectus and this Statement of
Additional Information.
9. Purchase warrants in excess of 2% of its net assets. For
purposes of this restriction, such warrants shall be valued at the lower
of cost or market, except that warrants acquired by the Fund in units or
attached to securities shall not be included within this 2% restriction.
10. Issue any senior security (as such term is defined in Section
18(f) of the Act), except as permitted in Investment Restriction Nos. 2,
4, 5 and 8.
11. Invest more than 25% of its assets in the securities of issuers
in any particular industry, provided that there shall be no limitation on
the purchase of obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities.
12. Invest in the securities of a company for the purpose of
exercising management or control.
13. Enter into repurchase agreements providing for settlement in
more than seven days after notice or purchase securities which are
illiquid, if, in the aggregate, more than 15% of the value of the Fund's
net assets would be so invested.
If a percentage restriction is adhered to at the time of investment,
a later increase or decrease in percentage resulting from a change in
values or assets will not constitute a violation of such restriction.
The Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of Fund shares in certain states.
Should the Fund determine that a commitment is no longer in the best
interest of the Fund and its shareholders, the Fund reserves the right to
revoke the commitment by terminating the sale of Fund shares in the state
involved.
MANAGEMENT OF THE FUND
Directors and officers of the Fund, together with information as to
their principal business occupations during at least the last five years,
are shown below. Each Director who is deemed to be an "interested person"
of the Fund, as defined in the Act, is indicated by an asterisk.
Directors of the Fund
GORDON J. DAVIS, Director. Since October 1994, Mr. Davis has been a
senior partner with LeBoeuf, Lamb, Greene & Macre. From 1983 to
September 1994, Mr. Davis was a senior partner with the law firm of
Lord Day & Lord, Barrett Smith. Former Commissioner of Parks and
Recreation for the City of New York from 1978-1983. He is also a
Director of Consolidated Edison, a utility company, Phoenix Home Life
Insurance Company and a member of various other corporate and not-
for-profit boards. His address is 241 Central Park West, Apartment
16C, New York, New York 10024.
*DAVID P. FELDMAN, Director. Chairman and Chief Executive Officer of AT&T
Investment Management Corporation. He is also a trustee of Corporate
Property Investors, a real estate investment company. His address is
One Oak Way, Berkeley Heights, New Jersey 07922.
LYNN MARTIN, Director. Ms. Martin is the holder of the Davee Chair at the
J.L. Kellogg Graduate School of Management, Northwestern University.
During the Spring Semester 1993, Ms. Martin was a Visiting Fellow at
the Institute of Policy, Kennedy School of Government, Harvard
University. Ms. Martin also is a consultant to the international
accounting firm of Deloitte & Touche, and chairwoman of its Council
on the Advancement of Women and a director of Ryder Systems
Incorporated, a transportation company. From January 1991 through
January 1993, Ms. Martin served as Secretary of the United States
Department of Labor. From 1981 to 1991, she was United States
Congresswoman for the State of Illinois. She also is a Director of
Harcourt General Corporation, a publishing, insurance, and retailing
company, and Ameritech Corporation, a telecommunications and
information company. Her address is 3750 Lake Shore Drive, Apartment
10A, Chicago, Illinois 60613.
EUGENE McCARTHY, Director. Writer and columnist; former Senator from
Minnesota from 1958-1970. He is also a director of Harcourt Brace
Jovanovich, Inc., publishers. His address is P.O. Box 22, Woodville,
Virginia 22749.
DANIEL ROSE, Director. President and Chief Executive Officer of Rose
Associates, Inc., a New York based real estate development and
management firm. In July 1994, Mr. Rose received a Presidential
appointment to serve as a Director of the Baltic-American Enterprise
Fund, which will make equity investments and loans, and provide
technical business assistance to new business concerns in the Baltic
states. He is also Chairman of the Housing Committee of The Real
Estate Board of New York, Inc., and a trustee of Corporate Property
Investors, a real estate investment company. His address is c/o Rose
Associates, Inc., 380 Madison Avenue, New York, New York 10017.
SANDER VANOCUR, Director. Since January 1992, President of Old Owl
Communications, a full-service communications firm, and since
November 1989, a director of the Damon Runyon-Walter Winchell Cancer
Research Fund. From June 1986 to December 1991, he was a Senior
Correspondent of ABC News and, from October 1986, he was Anchor of
the ABC News program "Business World," a weekly business program on
the ABC television network. His address is 2928 P Street, N.W.,
Washington, DC 20007.
ANNE WEXLER, Director. Chairman of the Wexler Group, consultants
specializing in government relations and public affairs. She is also
a director of American Cyanamid Company, Alumax, The Continental
Corporation, Comcast Corporation, The New England Electric System,
NOVA and a member of the board of the Carter Center of Emory
University, the Council of Foreign Relations, the National Park
Foundation; Visiting Committee of the John F. Kennedy School of
Government at Harvard University and the Board of Visitors of the
University of Maryland School of Public Affairs. Her address is c/o
The Wexler Group, 1317 F Street, N.W., Washington, D.C. 20004.
REX WILDER, Director. Financial Consultant. His address is 290 Riverside
Drive, New York, New York 10025.
The "non-interested" Directors and Mr. Feldman are also directors of
Dreyfus New Jersey Municipal Bond Fund, Inc., trustees of Florida
Municipal Money Market Fund, Dreyfus New York Insured Tax Exempt Bond
Fund, Dreyfus Investors GNMA Fund, Dreyfus 100% U.S. Treasury Intermediate
Term Fund, Dreyfus 100% U.S. Treasury Long Term Fund, Dreyfus 100% U.S.
Treasury Money Market Fund, Dreyfus 100% U.S. Treasury Short Term Fund,
and Managing General Partners of Dreyfus Strategic Growth, L.P. and
Dreyfus Global Growth, L.P. (A Strategic Fund). Messrs. Feldman, Rose and
Vanocur are also trustees of Dreyfus Basic U.S. Government Money Market
Fund, Dreyfus California Intermediate Municipal Bond Fund, Dreyfus
Connecticut Intermediate Municipal Bond Fund, Dreyfus Massachusetts
Intermediate Municipal Bond Fund, Dreyfus New Jersey Intermediate
Municipal Bond Fund, Dreyfus Bond Fund, Dreyfus Strategic Income, Dreyfus
Strategic Investing, and directors of Dreyfus Strategic Governments
Income, Inc. and FN Network Tax Free Money Fund, Inc. Mr. Feldman is also
a director of Dreyfus Life and Annuity Index Fund, Inc., Dreyfus-Wilshire
Target Funds, Inc., Peoples Index Fund, Inc. and Peoples S&P MidCap Index
Fund, Inc. and a trustee of Dreyfus Strategic Income and Dreyfus Strategic
Investing.
For so long as the Fund's plans described in the section captioned
"Distribution Plan and Shareholder Services Plan" remain in effect, the
Directors of the Fund who are not "interested persons" of the Fund, as
defined in the Act, will be selected and nominated by the Directors who
are not "interested persons" of the Fund.
The Fund does not pay any remuneration to its officers and Directors
other than fees and expenses to Directors who are not officers, directors,
employees or holders of 5% or more of the outstanding voting securities of
the Manager, which totalled $16,516 for the fiscal year ended October 31,
1994, for such Directors as a group.
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President and Chief Operating
Officer of the Distributor and an officer of other investment
companies advised or administered by the Manager. From December 1991
to July 1994, she was President and Chief Compliance Officer of Funds
Distributor, Inc., a wholly-owned subsidiary of The Boston Company,
Inc. Prior to December 1991, she served as Vice President and
Controller, and later as Senior Vice President, of The Boston Company
Advisors, Inc.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President
and General Counsel of the Distributor and an officer of other
investment companies advised or administered by the Manager. From
February 1992 to July 1994, he served as Counsel for The Boston
Company Advisors, Inc. From August 1990 to February 1992, he was
employed as an associate at Ropes & Gray, and prior to August 1990,
he was employed as an Associate at Sidley & Austin.
FREDERICK C. DEY, Vice President and Assistant Treasurer. Senior Vice
President of the Distributor and an officer of other investment
companies advised or administered by the Manager. From 1988 to
August 1994, he was Manager of the High Performance Fabric Division
of Springs Industries Inc.
ERIC B. FISCHMAN, Vice President and Assistant Secretary. Associate
General Counsel of the Distributor and an officer of other investment
companies advised or administered by the Manager. From September
1992 to August 1994, he was an attorney with the Board of Governors
of the Federal Reserve System.
JOSEPH S. TOWER, III, Assistant Treasurer. Senior Vice President,
Treasurer and Chief Financial Officer of the Distributor and an
officer of other investment companies advised or administered by the
Manager. From July 1988 to August 1994, he was employed by The
Boston Company, Inc. where he held various management positions in
the Corporate Finance and Treasury areas.
JOHN J. PYBURN, Assistant Treasurer. Vice President of the Distributor
and an officer of other investment companies advised or administered
by the Manager. From 1984 to July 1994, he was Assistant Vice
President in the Mutual Fund Accounting Department of the Manager.
PAUL FURCINITO, Assistant Secretary. Assistant Vice President of the
Distributor and an officer of other investment companies advised or
administered by the Manager. From January 1992 to July 1994, he was
a Senior Legal Product manager and, from January 1990 to January
1992, a mutual fund accountant, for The Boston Company Advisors, Inc.
Prior thereto, he was employed as a licensed realtor at Furcinito
Real Estate, Inc.
RUTH D. LEIBERT, Assistant Secretary. Assistant Vice President of the
Distributor of an officer of other investment companies advised or
administered by the Manager. From March 1992 to July 1994, she was a
Compliance Officer for The Managers Funds, a registered investment
company. From March 1990 until September 1991, she was Development
Director of The Rockland Center for the Arts and, prior thereto, was
employed as a Research Assistant for the Bureau of National Affairs.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
Directors and officers of the Fund, as a group, owned less than 1% of
the Fund's shares of common stock outstanding on December 9, 1994.
MANAGEMENT AGREEMENT
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Management
of the Fund."
The Manager provides management services pursuant to the Management
Agreement (the "Agreement") dated August 24, 1994, as amended, with the
Fund, which is subject to annual approval by (i) the Fund's Board of
Directors or (ii) vote of a majority (as defined in the Act) of the
outstanding voting securities of the Fund, provided that in either event
the continuance also is approved by a majority of the Directors who are
not "interested persons" (as defined in the Act) of the Fund or the
Manager, by vote cast in person at a meeting called for the purpose of
voting on such approval. The Agreement is terminable without penalty, on
60 days' notice, by the Fund's Board of Directors or by vote of the
holders of a majority of the Fund's shares, or, on not less than 90 days'
notice, by the Manager. The Agreement will terminate automatically in the
event of its assignment (as defined in the Act).
The following persons are officers and/or directors of the Manager:
Howard Stein, Chairman of the Board and Chief Executive Officer; Julian M.
Smerling, Vice Chairman of the Board; Joseph S. DiMartino, President and a
director; W. Keith Smith, Chief Operating Officer and a director; Paul H.
Snyder, Vice President and Chief Financial Officer; Daniel C. Maclean,
Vice President and General Counsel; Barbara E. Casey, Vice President--
Retirement Services; Robert F. Dubuss, Vice President; Henry D. Gottmann,
Vice President--Retail; Elie M. Genadry, Vice President--Wholesale; Mark
N. Jacobs, Vice President--Fund Legal and Compliance; Jeffrey N. Nachman,
Vice President--Mutual Fund Accounting; Diane M. Coffey, Vice President--
Corporate Communications; Jay R. DeMartine, Vice President--Marketing;
Lawrence S. Kash, Vice Chairman--Distribution; Philip L. Toia, Vice
Chairman--Operations and Administration; Katherine C. Wickham, Vice
President--Human Resources; Maurice Bendrihem, Controller; and Mandell L.
Berman, Frank V. Cahouet, Alvin E. Friedman, Lawrence M. Greene and David
B. Truman, Directors.
The Manager manages the Fund's portfolio of investments in accordance
with the stated policies of the Fund, subject to the approval of the
Fund's Board of Directors. The Manager is responsible for investment
decisions, and provides the Fund with portfolio managers who are
authorized by the Board of Directors to execute purchases and sales of
securities. The Fund's portfolio managers are Kelly McDermott, Howard
Stein and Wolodymyr Wronskyj. The Manager also maintains a research
department with a professional staff of portfolio managers and securities
analysts who provide research services for the Fund as well as for other
funds advised by the Manager. All purchases and sales are reported for
the Directors' review at the meeting subsequent to such transactions.
Expenses. All expenses incurred in the operation of the Fund are
borne by the Fund, except to the extent specifically assumed by the
Manager. The expenses borne by the Fund include: organizational costs,
taxes, interest, loan commitment fees, dividends and interest paid on
securities sold short, brokerage fees and commissions, if any, fees of
Directors who are not officers, directors, employees or holders of 5% or
more of the outstanding voting securities of the Manager, Securities and
Exchange Commission fees, state Blue Sky qualification fees, advisory
fees, charges of custodians, transfer and dividend disbursing agents'
fees, certain insurance premiums, industry association fees, outside
auditing and legal expenses, costs of maintaining the Fund's existence,
costs of independent pricing services, costs attributable to investor
services (including, without limitation, telephone and personnel
expenses), costs of shareholders' reports and corporate meetings, and any
extraordinary expenses. Class A and Class B shares are subject to an
annual service fee for ongoing personal services relating to shareholder
accounts and services related to the maintenance of shareholder accounts.
In addition, Class B shares are subject to an annual distribution fee for
advertising, marketing and distributing Class B shares pursuant to a
distribution plan adopted in accordance with Rule 12b-1 under the Act.
See "Distribution Plan and Shareholder Services Plan."
The Manager maintains office facilities on behalf of the Fund, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Fund. The Manager also may make such advertising and
promotional expenditures, using its own resources, as it from time to time
deems appropriate.
As compensation for the Manager's services, the Fund has agreed to
pay the Manager a monthly management fee at the annual rate of .75% of the
value of the Fund's average daily net assets. All fees and expenses are
accrued daily and deducted before declaration of distributions to
shareholders. The management fee paid for the period from January 31,
1992 (commencement of operations) through October 31, 1992 and for the
fiscal years ended October 31, 1993 and 1994 amounted to $92,918, $511,327
and $1,075,819, respectively.
The Manager has agreed that if in any fiscal year the aggregate
expenses of the Fund, exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses, but including the
management fee, exceed the expense limitation of any state having
jurisdiction over the Fund, the Fund may deduct from the payment to be
made to the Manager under the Agreement, or the Manager will bear, such
excess expense to the extent required by state law. Such deduction or
payment, if any, will be estimated daily, and reconciled and effected or
paid, as the case may be, on a monthly basis.
The aggregate of the fees payable to the Manager is not subject to
reduction as the value of the Fund's net assets increases.
PURCHASE OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Fund Shares."
The Distributor. The Distributor serves as the Fund's distributor
pursuant to an agreement which is renewable annually. The Distributor
also acts as distributor for the other funds in the Dreyfus Family of
Funds and for certain other investment companies.
Sales Loads--Class A. The schedule of sales loads applies to
purchases of Class A shares made by any "purchaser," which term includes
an individual and/or spouse purchasing securities for his, her or their
own account or for the account of any minor children, or a trustee or
other fiduciary purchasing securities for a single trust estate or a
single fiduciary account (including a pension, profit-sharing or other
employee benefit trust created pursuant to a plan qualified under Sec-
tion 401 of the Code) although more than one beneficiary is involved; or a
group of accounts established by or on behalf of the employees of an
employer or affiliated employers pursuant to an employee benefit plan or
other program (including accounts established pursuant to Sections 403(b),
408(k), and 457 of the Code); or an organized group which has been in
existence for more than six months, provided that it is not organized for
the purpose of buying redeemable securities of a registered investment
company and provided that the purchases are made through a central
administration or a single dealer, or by other means which result in
economy of sales effort or expense.
Dreyfus TeleTransfer Privilege. Dreyfus TeleTransfer purchase orders
may be made between the hours of 8:00 a.m. and 4:00 p.m., New York time,
on any business day that The Shareholder Services Group, Inc., the Fund's
transfer and dividend disbursing agent (the "Transfer Agent"), and the New
York Stock Exchange are open. Such purchases will be credited to the
shareholder's Fund account on the next bank business day. To qualify to
use the Dreyfus 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 account at any other bank, the request
must be in writing and signature-guaranteed. See "Redemption of Fund
Shares--Dreyfus 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.
Offering Prices. Based upon the Fund's net asset value at the close
of business on October 31, 1994 the maximum offering price of the Fund's
shares would have been as follows:
Class A shares:
NET ASSET VALUE per share . . . . . . . . . . . . . . . . .$15.78
Sales load for individual sales of shares aggregating less
than $50,000 - 4.5% of offering price
(approximately 4.7% of net asset value per share) . . . . .74
Offering price to public. . . . . . . . . . . . . . . . . .$16.52
Class B shares:
NET ASSET VALUE, redemption price and offering
price to public* . . . . . . . . . . . . . . . . . . . .$15.59
*Class B shares are subject to a contingent deferred sales charge on certain
redemptions. See "How to Redeem Fund Shares" in the Fund's Prospectus.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Distribution Plan and Shareholder Services Plan."
Class A and Class B shares are subject to a Shareholder Services Plan and
Class B shares only are subject to a Distribution Plan.
Distribution Plan. Rule 12b-1 (the "Rule") adopted by the Securities
and Exchange Commission under the Act provides, among other things, that
an investment company may bear expenses of distributing its shares only
pursuant to a plan adopted in accordance with the Rule. The Fund's Board
of Directors has adopted such a plan (the "Distribution Plan") with
respect to the Class B shares, pursuant to which the Fund pays the
Distributor for distributing Class B shares. The Fund's Board of
Directors believes that there is a reasonable likelihood that the
Distribution Plan will benefit the Fund and holders of its Class B shares.
In some states, certain other financial institutions effecting
transactions in Fund shares may be required to register as dealers
pursuant to state law.
A quarterly report of the amounts expended under the Distribution
Plan, and the purposes for which such expenditures were incurred, must be
made to the Directors for their review. In addition, the Distribution
Plan provides that it may not be amended to increase materially the costs
which holders of Class B shares may bear for distribution pursuant to the
Distribution Plan without such shareholders' approval and that other
material amendments of the Distribution Plan must be approved by the Board
of Directors, and by the Directors who are not "interested persons" (as
defined in the Act) of the Fund and have no direct or indirect financial
interest in the operation of the Distribution Plan or in any agreements
entered into in connection with the Distribution Plan, by vote cast in
person at a meeting called for the purpose of considering such amendments.
The Distribution Plan is subject to annual approval by such vote cast in
person at a meeting called for the purpose of voting on the Distribution
Plan. The Distribution Plan was last approved by the Directors at a
meeting held on November 7, 1994 and by the Fund's shareholders at a
meeting held on August 3, 1994. The Distribution Plan may be terminated
at any time by vote of a majority of the Directors who are not "interested
persons" and have no direct or indirect financial interest in the
operation of the Distribution Plan or in any agreements entered into in
connection with the Distribution Plan or by vote of the holders of a
majority of Class B shares.
For the period from August 24, 1994 through October 31, 1994,
$107,317 was charged to the Fund with respect to Class B pursuant to the
Distribution Plan.
Shareholder Services Plan. The Fund has adopted a Shareholder
Services Plan, pursuant to which the Fund pays the Distributor for the
provision of certain services to the holders of Class A and Class B
shares. Under the Shareholder Services Plan, the Distributor may make
payments to certain financial institutions, securities dealers and other
financial industry professionals (collectively, "Service Agents") in
respect to these services.
A quarterly report of the amounts expended under the Shareholder
Services Plan, and the purposes for which such expenditures were incurred,
must be made to the Directors for their review. In addition, the
Shareholder Services Plan provides that it may not be amended without
approval of the Directors, and by the Directors who are not "interested
persons" (as defined in the Act) of the Fund and have no direct or
indirect financial interest in the operation of the Shareholder Services
Plan or in any agreements entered into in connection with the Shareholder
Services Plan, by vote cast in person at a meeting called for the purpose
of considering such amendments. The Shareholder Services Plan is subject
to annual approval by such vote cast in person at a meeting called for the
purpose of voting on the Shareholder Services Plan. The Shareholder
Services Plan was last approved on November 7, 1994. The Shareholder
Services Plan is terminable at any time by vote of a majority of the
Directors who are not "interested persons" and who have no direct or
indirect financial interest in the operation of the Shareholder Services
Plan or in any agreements entered into in connection with the Shareholder
Services Plan.
For the fiscal year ended October 31, 1994, $195,246 was charged to
the Fund, with respect to Class A, and $163,630 was charged to the Fund,
with respect to Class B, under the Shareholders Services Plan.
Prior Distribution Plan. As of August 24, 1994, the Fund terminated
its then existing Class B Distribution Plan, which provided for payments
to be made to Dreyfus Service Corporation, a wholly-owned subsidiary of
the Manager and the Fund's distributor prior to such date, for
advertising, marketing and distributing Class B shares at the annual rate
of .75% of the value of the average daily net assets of Class B. For the
period from November 1, 1993 through August 23, 1994, the total amount
charged to and paid by the Fund under such plan was $382,763.
REDEMPTION OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to
Redeem Fund Shares."
Wire Redemption Privilege. By using this Privilege, the investor
authorizes the Transfer Agent to act on wire or telephone redemption
instructions from any person representing himself or herself to be the
investor, or a representative of the investor's Service Agent, and
reasonably believed by the Transfer Agent to be genuine. Ordinarily, the
Fund will initiate payment for shares redeemed pursuant to this Privilege
on the next business day after receipt if the Transfer Agent receives the
redemption request in proper form. Redemption proceeds will be
transferred by Federal Reserve wire only to the commercial bank account
specified by the investor on the Account Application or Optional Services
Form. Redemption proceeds, if wired, must be in the amount of $1,000 or
more and will be wired to the investor's account at the bank of record
designated in the investor's file at the Transfer Agent, if the investor's
bank is a member of the Federal Reserve System, or to a correspondent bank
if the investor's bank is not a member. Fees ordinarily are imposed by
such bank and usually are borne by the investor. Immediate notification
by the correspondent bank to the investor's bank is necessary to avoid a
delay in crediting the funds to the investor's bank account.
Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal code
which may be used for domestic or overseas transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
________________ ________________
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic equipment may
have the wire transmitted by contacting a TRT Cables operator at 1-800-
654-7171, toll free. Investors should advise the operator that the above
transmittal code must be used and should also inform the operator of the
Transfer Agent's answer back sign.
To change the commercial bank or account designated to receive
redemption proceeds, a written request must be sent to the Transfer Agent.
This request must be signed by each shareholder, with each signature
guaranteed as described below under "Stock Certificates; Signatures."
Dreyfus TeleTransfer Privilege. Investors should be aware that if
they have selected the Dreyfus TeleTransfer Privilege, any request for a
wire redemption will be effected as a Dreyfus TeleTransfer transaction
through the Automated Clearing House ("ACH") system unless more prompt
transmittal specifically is requested. Redemption proceeds will be on
deposit in the investor's account at an ACH member bank ordinarily two
business days after receipt of the redemption request. See "Purchase of
Fund Shares--Dreyfus TeleTransfer Privilege."
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 holder 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. For more information with respect to
signature-guarantees, please call one of the telephone numbers listed on
the cover.
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 Securities and Exchange
Commission. In the case of requests for redemption in excess of such
amount, the Board of Directors 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 existing shareholders. In this event, the securities
would be valued in the same manner as the Fund's portfolio is valued. If
the recipient sold such securities, brokerage charges would be incurred.
In connection with a redemption request where the Fund delivers in-kind
securities instead of cash on settlement date to an investor, the in-kind
securities delivered will be readily marketable securities to the extent
available.
Suspension of Redemptions. The right of redemption may be suspended
or the date of payment postponed (a) during any period when the New York
Stock Exchange is closed (other than customary weekend and holiday
closings), (b) when trading in the markets the Fund ordinarily utilizes is
restricted, or when an emergency exists as determined by the Securities
and Exchange Commission so that disposal of the Fund's investments or
determination of its net asset value is not reasonably practicable, or (c)
for such other periods as the Securities and Exchange Commission by order
may permit to protect the Fund's 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. Class A and Class B shares of the Fund may be
exchanged for shares of the respective Class of certain other funds
advised or administered by the Manager. Shares of the same class of such
other funds purchased by exchange will be purchased on the basis of
relative net asset value per share, as follows:
A. Class A shares of funds purchased without a sales load may be
exchanged for Class A shares of other funds sold with a sales
load, and the applicable sales load will be deducted.
B. Class A shares of funds purchased with or without a sales load
may be exchanged without a sales load for Class A shares of
other funds sold without a sales load.
C. Class A shares of funds purchased with a sales load, Class A
shares of funds acquired by a previous exchange from Class A
shares purchased with a sales load and additional Class A shares
acquired through reinvestment of dividends or distributions of
any such funds (collectively referred to herein as "Purchased
Shares") may be exchanged for Class A 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.
D. Class B shares of any fund may be exchanged for Class B shares
of other funds without a sales load. Class B shares of any fund
exchanged for Class B shares of another fund will be subject to
the higher applicable contingent deferred sales charge ("CDSC")
of the two funds and, for purposes of calculating CDSC rates and
conversion periods, will be deemed to have been held since the
date the class B shares being exchanged were initially
purchased.
To accomplish an exchange under item C above, shareholders must
notify the Transfer Agent of their prior ownership of such Class A shares
and their account number.
To request an exchange, an investor, or the investor's Service Agent
acting on the investor's behalf, must give exchange instructions to the
Transfer Agent in writing or by telephone. The ability to issue exchange
instructions by telephone is given to all Fund shareholders automatically,
unless the investor checks the relevant "NO" box on the Account
Application, indicating that the investor specifically refuses this
privilege. By using the Telephone Exchange Privilege, the investor
authorizes the Transfer Agent to act on telephonic instructions from any
person representing himself or herself to be the investor, or a
representative of the investor's Service Agent, and reasonably believed by
the Transfer Agent to be genuine. Telephone exchanges may be subject to
limitations as to the amount involved or 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 Shares of the same class of 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 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 Family of Funds. To exchange shares held in Personal Retirement
Plans, the shares exchanged must have a current value of at least $100.
Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange Privilege
permits an investor to purchase, in exchange for shares of the Fund,
shares of another fund in the Dreyfus Family of Funds. This Privilege is
available only for existing accounts. Shares will be exchanged on the
basis of relative net asset value as 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 his account falls below the
amount designated to be exchanged under this Privilege. In this case, an
investor's account will fall to zero unless additional investments are
made in excess of the designated amount prior to the next Auto-Exchange
transaction. Shares held under IRA and other retirement plans are
eligible for this Privilege. Exchanges of IRA shares may be made between
IRA accounts and from regular accounts to IRA accounts, but not from IRA
accounts to regular accounts. With respect to all other retirement
accounts, exchanges may be made only among those accounts.
Fund Exchanges and Dreyfus 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 1-800-645-6561. The Fund reserves the right to reject
any exchange request in whole or in part. The Fund Exchanges services or
Dreyfus 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. There is a service charge of $.50 for each
withdrawal check. Automatic Withdrawal may be terminated at any time by
the investor, the Fund or the Transfer Agent. Shares for which
certificates have been issued may not be redeemed through the Automatic
Withdrawal Plan. Class B shares withdrawn pursuant to the Automatic
Withdrawal Plan will be subject to any applicable CDSC.
Dreyfus Dividend Sweep. Dreyfus Dividend Sweep allows investors to
invest on the payment date their dividends or dividends and capital gain
distributions, if any, from the Fund in shares of the same Class of
another fund in the Dreyfus Family of Funds of which the investor is a
shareholder. Shares of the same Class of other funds purchased pursuant
to this privilege will be purchased on the basis of relative net asset
value per share as follows:
A. Dividends and distributions paid with respect to Class A shares
by a fund may be invested without imposition of a sales load in
Class A shares of other funds that are offered without a sales
load.
B. Dividends and distributions paid with respect to Class A shares
by a fund which does not charge a sales load may be invested in
Class A shares of other funds sold with a sales load, and the
applicable sales load will be deducted.
C. Dividends and distributions paid with respect to Class A shares
by a fund which charges a sales load may be invested in Class A
shares of other funds sold with a sales load (referred to herein
as "Offered Shares"), provided that, if the sales load
applicable to the Offered Shares exceeds the maximum sales load
charged by the fund from which dividends or distributions are
being swept, without giving effect to any reduced loads, the
difference will be deducted.
D. Dividends and distributions paid with respect to Class B shares
by a fund may be invested without imposition of a sales load in
Class B shares of other funds and the applicable CDSC, if any,
will be imposed upon redemption of such shares.
Corporate Pension/Profit-Sharing and Personal 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 an 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
$2,500 with no minimum or subsequent purchases. The minimum initial
investment for Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and 403(b)(7)
Plans with only one participant, is normally $750, with no minimum on
subsequent purchases. Individuals who open an IRA may also open a non-
working spousal IRA with a minimum investment of $250.
The investor should read the Prototype Retirement Plan and the
appropriate form of Custodial Agreement for further details on
eligibility, service fees and tax implications, and should consult a tax
adviser.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Fund Shares."
Valuation of Portfolio Securities. Portfolio securities, including
covered call options written by the Fund, are valued at the last sale
price on the securities exchange or national securities market on which
such securities primarily are traded. Securities not listed on an
exchange or national securities market, or securities in which there were
no transactions, are valued at the average of the most recent bid and
asked prices, except in the case of open short positions where the asked
price is used for valuation purposes. Bid price is used when no asked
price is available. Any assets or liabilities initially expressed in
terms of foreign currency will be translated into dollars at the midpoint
of the New York interbank market spot exchange rate as quoted on the day
of such translation by the Federal Reserve Bank of New York or if no such
rate is quoted on such date, at the exchange rate previously quoted by the
Federal Reserve Bank of New York or at such other quoted market exchange
rate as may be determined to be appropriate by the Manager. Forward
currency contracts will be valued at the current cost of offsetting the
contract. Because of the need to obtain prices as of the close of trading
on various exchanges throughout the world, the calculation of net asset
value does not take place contemporaneously with the determination of
prices of a majority of the portfolio securities. Short-term investments
are carried at amortized cost, which approximates value. Any securities
or other assets for which recent market quotations are not readily
available are valued at fair value as determined in good faith by the
Board of Directors. Expenses and fees, including the management fee
(reduced by the expense limitation, if any) and fees pursuant to the
Shareholder Services Plan, with respect to the Class A and Class B shares,
and fees pursuant to the Distribution Plan, with respect to the Class B
shares only, are accrued daily and taken into account for the purpose of
determining the net asset value of the relevant Class shares. Because of
the difference in operating expenses incurred by each Class, the per share
net asset value of each Class will differ.
Restricted securities, as well as securities or other assets for
which market quotations are not readily available, or are not valued by a
pricing service approved by the Board of Directors, are valued at fair
value as determined in good faith by the Board of Directors. The Board of
Directors will review the method of valuation on a current basis. In
making their good faith valuation of restricted securities, the Directors
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 of
Directors if the Directors believe that it 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 of Directors.
New York Stock Exchange Closings. The holidays (as observed) on
which the New York Stock Exchange is closed currently are: New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Dividends,
Distributions and Taxes."
Management believes that the Fund has qualified as a "regulated
investment company" under the Code for the fiscal year ended October 31,
1994 and the Fund intends to continue to so qualify as long as such
qualification is in the best interests of its shareholders. Qualification
as a regulated investment company relieves the Fund from any liability for
Federal income taxes to the extent its earnings are distributed in
accordance with the applicable provisions of the Code. The term
"regulated investment company" does not imply the supervision of
management or investment practices or policies by any government agency.
Any dividend or distribution paid shortly after an investor's
purchase may have the effect of reducing the aggregate net asset value of
his shares below the cost of his investment. Such a dividend or
distribution would be a return on investment in an economic sense,
although taxable as stated above. In addition, the Code provides that if
a shareholder holds shares of the Fund for six months or less and has
received a capital gain distribution with respect to such shares, any loss
incurred on the sale of such shares will be treated as a long-term capital
loss to the extent of the capital gain distribution received.
Depending on the composition of the Fund's income, dividends paid by
the Fund from net investment income may qualify for the dividends received
deduction allowable to certain U.S. corporate shareholders ("dividends
received deduction"). In general, dividend income of the Fund distributed
to qualifying corporate shareholders will be eligible for the dividends
received deduction only to the extent that (i) the Fund's income consists
of dividends paid by U.S. corporations and (ii) the Fund would have been
entitled to the dividends received deduction with respect to such dividend
income if the Fund were not a regulated investment company. The dividends
received deduction for qualifying corporate shareholders may be further
reduced if the shares of the Fund held by them with respect to which
dividends are received are treated as debt-financed or deemed to have been
held for less than 46 days. In addition, the Code provides other
limitations with respect to the ability of a qualifying corporate
shareholder to claim the dividends received deduction in connection with
holding Fund shares.
The Fund may qualify for and may make an election permitted under
Section 853 of the Code so that shareholders may be eligible to claim a
credit or deduction on their Federal income tax returns for, and will be
required to treat as part of the amounts distributed to them, their pro
rata portion of qualified taxes paid or incurred by the Fund to foreign
countries (which taxes relate primarily to investment income). The Fund
may make an election under Section 853, provided that more than 50% of the
value of the Fund's total assets at the close of the taxable year consists
of securities in foreign corporations, and the Fund satisfies the
applicable distribution provisions of the Code. The foreign tax credit
available to shareholders is subject to certain limitations imposed by the
Code.
Ordinarily, gains and losses realized from portfolio transactions
will be treated as capital gains and losses. However, a portion of the
gain or loss realized from the disposition of non-U.S. dollar denominated
securities (including debt instruments, certain financial futures and
options, and certain preferred stock) may be treated as ordinary income or
loss under Section 988 of the Code. In addition, all or a portion of any
gain realized from the sale or other disposition of certain market
discount bonds will be treated as ordinary income under Section 1276.
Finally, all or a portion of the gain realized from engaging in
"conversion transactions" may be treated as ordinary income under Section
1258. "Conversion transactions" are defined to include certain forward,
futures, option and straddle transactions, transactions marketed or sold
to produce capital gains, or transactions described in Treasury
regulations to be issued in the future.
Under Section 1256 of the Code, gain or loss realized by the Fund
from certain financial futures and options transactions (other than those
taxed under Section 988 of the Code) will be treated as 60% long-term
capital gain or loss and 40% short-term capital gain or loss. Gain or
loss will arise upon the exercise or lapse of such futures and options as
well as from closing transactions. In addition, any such futures or
options remaining unexercised at the end of the Fund's taxable year will
be treated as sold for their then fair market value, resulting in
additional gain or loss to the Fund characterized in the manner described
above.
Offsetting positions held by the Fund involving financial futures and
options may constitute "straddles." Straddles 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, overrides or modifies the provisions of
Sections 988 and 1256. As such, all or a portion of any short- or long-
term capital gain from certain "straddle" transactions may be
recharacterized as ordinary income.
If a Fund were treated as entering into straddles by reason of its
futures or options transactions, such straddles could be characterized as
"mixed straddles" if the futures or options transactions comprising such
straddles were governed by Section 1256 of the Code. The Fund may make
one or more elections with respect to "mixed straddles." Depending upon
which election is made, if any, the results to the Fund may differ. If no
election is made, to the extent the straddle rules apply to positions
established by the Fund, losses realized by the Fund will be deferred to
the extent of unrealized gain in any offsetting positions. Moreover, as a
result of the straddle and conversion transaction rules, short-term
capital loss on straddle positions may be recharacterized as long-term
capital loss, and long-term capital gain may be recharacterized as short-
term capital gain or ordinary income.
Investment by the Fund in securities issued or acquired at a
discount, or providing for deferred interest or for payment of interest in
the form of additional obligations could under special tax rules, affect
the amount, timing and character of distributions to shareholders by
causing the Fund to recognize income prior to the receipt of cash
payments. For example, the Fund could be required to accrue a portion of
the discount (or deemed discount) at which the securities were issued each
year and to distribute such income in order to maintain its qualification
as a regulated investment company. In such case, the Fund may have to
dispose of securities which it might otherwise have continued to hold in
order to generate cash to satisfy these distribution requirements.
PERFORMANCE INFORMATION
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Performance Information."
The average annual total return for Class A for the 1 and 2.751 year
periods ended October 31, 1994 was 0.89% and 9.29%, respectively. The
average annual total return for Class B for the 1 and 1.795 year period
ended October 31, 1994 was 0.82% and 8.71%, respectively. Average annual
total return is calculated by determining the ending redeemable value of
an investment purchased at maximum offering price per share with a
hypothetical $1,000 payment made at the beginning of the period (assuming
the reinvestment of dividends and distributions), dividing by the amount
of the initial investment, taking the "n"th root of the quotient (where
"n" is the number of years in the period) and subtracting 1 from the
result. A Class's average annual total return figures calculated in
accordance with such formula assume that in the case of Class A the
maximum sales load has been deducted from the hypothetical initial
investment at the time of purchase or in the case of Class B the maximum
applicable CDSC has been paid upon redemption at the end of the period.
Total return is calculated by subtracting the amount of the Fund's
maximum offering price per share at the beginning of a stated period from
the net asset value per share at the end of the period (after giving
effect to the reinvestment of dividends and distributions during the
period), and dividing the result by the maximum offering price per share
at the beginning of the period. Total return also may be calculated based
on the net asset value per share at the beginning of the period instead of
the maximum offering price per share at the beginning of the period for
Class A shares or without giving effect to any applicable CDSC at the end
of the period for Class B shares. In such cases, the calculation would
not reflect the deduction of the sales load with respect to Class A shares
or any applicable CDSC with respect to Class B shares, which, if
reflected, would reduce the performance quoted. The total return for
Class A for the period January 31, 1992 (commencement of operations)
through October 31, 1994, based on maximum offering price per share, was
27.67%. Based on net asset value per share, the total return for Class A
was 33.70% for this period. The total return for Class B for the period
January 15, 1993 (commencement of offering Class B shares) through October
31, 1994, after giving effect to the maximum CDSC per share, was 16.18%.
The total return for Class B, without giving effect to the maximum CDSC,
was 20.18% for this period.
Comparative performance may be used from time to time in advertising
the Fund's shares, including data from Lipper Analytical Services, Inc.,
Standard & Poor's 500 Composite Stock Price Index, the Dow Jones
Industrial Average, Money Magazine, Morningstar ratings and related
analyses supporting the ratings and other industry publications. From
time to time, the Fund may compare its performance against inflation with
the performance of other instruments against inflation, such as short-term
Treasury Bills (which are direct obligations of the U.S. Government) and
FDIC-insured bank money market accounts. In addition, advertising for the
Fund may indicate that investors may consider diversifying their
investment portfolios in order to seek protection of the value of their
assets against inflation. From time to time, advertising materials for
the Fund may refer to or discuss then-current or past economic or
financial conditions, development and/or events. The Fund's advertising
materials also may refer to the integration of the world's securities
markets, discuss the investment opportunities available worldwide and
mention the increasing importance of an investment strategy including
foreign investments.
PORTFOLIO TRANSACTIONS
The Manager supervises the placement of orders on behalf of the Fund
for the purchase or sale of portfolio securities. Allocation of brokerage
transactions, including their frequency, is made in the best judgment of
the Manager and in a manner deemed fair and reasonable to shareholders.
The primary consideration is prompt execution of orders at the most
favorable net price. Subject to this consideration, the brokers selected
include those that supplement the Manager's research facilities with
statistical data, investment information, economic facts and opinions.
Information so received is in addition to and not in lieu of services
required to be performed by the Manager and the Manager's fee is not
reduced as a consequence of the receipt of such supplemental information.
Such information may be useful to the Manager in serving both the Fund and
other clients which it advises and, conversely, supplemental information
obtained by the placement of business of other clients may be useful to
the Manager in carrying out its obligation to the Fund. Brokers also are
selected because of their ability to handle special executions such as are
involved in large block trades or broad distributions, provided the
primary consideration is met. Large block trades, in certain cases, may
result from two or more clients the Manager might advise being engaged
simultaneously in the purchase or sale of the same security. Certain of
the Fund's transactions in securities of foreign issuers may not benefit
from the negotiated commission rates available to the Fund for
transactions in securities of domestic issuers. Foreign exchange
transactions are made with banks or institutions in the interbank market
at prices reflecting a mark-up or mark-down and/or commission. When
transactions are executed in the over-the-counter market, the Fund will
deal with the primary market makers unless a more favorable price or
execution otherwise is obtainable.
The Fund's portfolio turnover rate for the two fiscal years ended
October 31, 1994 was 179.28% and 156.98%, respectively. Portfolio
turnover may vary from year to year, as well as within a year. High
turnover rates are likely to result in comparatively greater brokerage
expenses. The overall reasonableness of brokerage commissions paid is
evaluated by the Manager based upon its knowledge of available information
as to the general level of commissions paid by other institutional
investors for comparable services.
For the period January 31, 1992 (commencement of operations) through
October 31, 1992 and for the fiscal years ended October 31, 1993 and 1994,
the Fund paid total brokerage commissions of $69,897, $532,812 and
$1,054,988, respectively, none of which was paid to the Distributor. The
above figures for brokerage commissions do not include gross spreads and
concessions on principal transactions, which, where determinable, amounted
to $128,840, $389,461 and $185,956, respectively, none of which was paid
to the Distributor.
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. Shares have no preemptive or subscription rights and are
freely transferable.
The Fund will send annual and semi-annual financial statements to all
its shareholders.
Effective October 4, 1993, the Fund, which is incorporated under the
name Dreyfus Global Investing, Inc., began operating under the name
Premier Global Investing.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL
AND INDEPENDENT AUDITORS
The Bank of New York, 110 Washington Street, New York, New York
10286, is the Fund's custodian. The Shareholder Services Group, Inc., a
subsidiary of First Data Corporation, P.O. Box 9671, Providence, Rhode
Island 02940-9671, is the Fund's transfer and dividend disbursing agent.
Neither The Bank of New York nor The Shareholder Services Group, Inc. has
any part in determining the investment policies of the Fund or which
securities are to be purchased or sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New York
10004-2696, as counsel for the Fund, has rendered its opinion as to
certain legal matters regarding the due authorization and valid issuance
of the shares of common stock being sold pursuant to the Fund's
Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of the Fund.
APPENDIX
Description of certain ratings assigned by Standard & Poor's
Corporation ("S&P"), Moody's Investors Service, Inc. ("Moody's"), Fitch
Investors Service, Inc. ("Fitch") and Duff & Phelps Credit Rating Co.
("Duff"):
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.
BB
Debt rated BB has less near-term vulnerability to default than other
speculative grade debt. However, it faces major ongoing uncertainties or
exposure to adverse business, financial or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payment.
B
Debt rated B has a greater vulnerability to default but presently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial or economic conditions would likely impair capacity or
willingness to pay interest and repay principal.
CCC
Debt rated CCC has a current identifiable vulnerability to default,
and is dependent upon favorable business, financial and economic
conditions to meet timely payments of principal. In the event of adverse
business, financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal.
S&P's letter ratings may be modified by the addition of a plus (+) or
minus (-) sign designation, which is used to show relative standing within
the major rating categories, except in the AAA (Prime Grade) category.
Commercial Paper Rating
The designation A-1 by S&P 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 sign (+) 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 are generally 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.
Ba
Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection
of interest and principal payments may be very moderate, and therefore not
well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.
B
Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time
may be small.
Caa
Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to
principal or interest.
Moody's applies the numerical modifiers 1, 2 and 3 to show relative
standing within the major rating categories, except in the Aaa category
and in the categories below B. The modifier 1 indicates a ranking for the
security in the higher end of a rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates a ranking in the lower
end of a rating category.
Commercial Paper Rating
The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity
for repayment of short-term promissory obligations, and ordinarily will be
evidenced by leading market positions in well established industries, high
rates of return on funds employed, conservative capitalization structures
with moderate reliance on debt and ample asset protection, broad margins
in earnings coverage of fixed financial charges and high internal cash
generation, and well established access to a range of financial markets
and assured sources of alternate liquidity.
Bond Ratings
The ratings represent Fitch's assessment of the issuer's ability to
meet the obligations of a specific debt issue or class of debt. The
ratings take into consideration special features of the issue, its
relationship to other obligations of the issuer, the current financial
condition and operative performance of the issuer and of any guarantor, as
well as the political and economic environment that might affect the
issuer's future financial strength and credit quality.
AAA
Bonds rated AAA are considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally strong ability
to pay interest and repay principal, which is unlikely to be affected by
reasonably foreseeable events.
AA
Bonds rated AA are considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay principal
is very strong, although not quite as strong as bonds rated AAA. Because
bonds rated in the AAA and AA categories are not significantly vulnerable
to foreseeable future developments, short-term debt of these issuers is
generally rated F-1+.
A
Bonds rated A are considered to be investment grade and of high
credit quality. The obligor's ability to pay interest and repay principal
is considered to be strong, but may be more vulnerable to adverse changes
in economic conditions and circumstances than bonds with higher ratings.
BBB
Bonds rated BBB are considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest and
repay principal is considered to be adequate. Adverse changes in economic
conditions and circumstances, however, are more likely to have an adverse
impact on these bonds and, therefore, impair timely payment. The
likelihood that the ratings of these bonds will fall below investment
grade is higher than for bonds with higher ratings.
BB
Bonds rated BB are considered speculative. The obligor's ability to
pay interest and repay principal may be affected over time by adverse
economic changes. However, business and financial alternatives can be
identified which could assist the obligor in satisfying its debt service
requirements.
B
Bonds rated B are considered highly speculative. While bonds in this
class are currently meeting debt service requirements, the probability of
continued timely payment of principal and interest reflects the obligor's
limited margin of safety and the need for reasonable business and economic
activity throughout the life of the issue.
CCC
Bonds rated CCC have certain identifiable characteristics, which, if
not remedied, may lead to default. The ability to meet obligations
requires an advantageous business and economic environment.
Plus (+) and minus (-) signs are used with a rating symbol to
indicate the relative position of a credit within the rating category.
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
Bond Ratings
AAA
Bonds rated AAA are considered highest credit quality. The risk
factors are negligible, being only slightly more than for risk-free U.S.
Treasury debt.
AA
Bonds rated AA are considered high credit quality. Protection
factors are strong. Risk is modest but may vary slightly from time to
time because of economic conditions.
A
Bonds rated A have protection factors which are average but adequate.
However, risk factors are more variable and greater in periods of economic
stress.
BBB
Bonds rated BBB are considered to have below average protection
factors but still considered sufficient for prudent investment.
Considerable variability in risk during economic cycles.
BB
Bonds rated BB are below investment grade but are deemed by Duff as
likely to meet obligations when due. Present or prospective financial
protection factors fluctuate according to industry conditions or company
fortunes. Overall quality may move up or down frequently within the
category.
B
Bonds rated B are below investment grade and possess the risk that
obligations will not be met when due. Financial protection factors will
fluctuate widely according to economic cycles, industry conditions and/or
company fortunes. Potential exists for frequent changes in quality rating
within this category or into a higher or lower quality rating grade.
CCC
Bonds rated CCC are well below investment grade securities. Such
bonds may be in default or have considerable uncertainty as to timely
payment of interest, preferred dividends and/or principal. Protection
factors are narrow and risk can be substantial with unfavorable economic
or industry conditions and/or with unfavorable company developments.
Plus (+) and minus (-) signs are used with a rating symbol (except
AAA) to indicate the relative position of a credit within the rating
category.
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.
<TABLE>
<CAPTION>
PREMIER GLOBAL INVESTING
STATEMENT OF INVESTMENTS OCTOBER 31, 1994
COMMON STOCKS_66.8%
SHARES VALUE
----------- ------------
<S> <S> <C> <C>
ARGENTINA_1.3% Banco de Galicia y Buenos Aires S.A., A.D.S. 15,000 $ 405,000
Banco Frances del Rio de la Plata S.A. 34,000 289,058
Compania Interamericana de Automobiles S.A. 20,000 279,056
Comercial del Plata S.A. ........ 330,000 1,112,322
------------
2,085,436
------------
AUSTRIA_0.9% Mayr-Melnhof Karton A.G. (a) 15,000 811,383
Mayr-Melnhof Karton A.G. ........ 10,000 540,922
------------
1,352,305
------------
CANADA_0.8%....Canadian Pacific 80,000 1,280,000
------------
CHILE_ 3.1% Compania de Telefonos de Chile S.A., A.D.S. 20,000 1,882,500
Maderas y Sinteticos S.A., A.D.S. 50,000 1,400,000
Sociedad Quimica y Minera Chile S.A.,
A.D.S., Ser. B................. 48,000 1,626,000
------------
4,908,500
------------
FINLAND_0.7%....Repola 50,000 1,049,027
------------
FRANCE_2.6% Castorama Dubois Investissements S.A. 8,500 1,237,864
Eridania Beghin-Say S.A. ........ 5,000 676,699
Pechiney S.A 19,000 1,448,058
Peugeot S.A. (b) 5,000 748,544
------------
4,111,165
------------
GERMANY_4.0% Bayerische Motoren Werke, A.G. 3,500 1,803,524
Deutsche Babcock A.G. ......... (b) 6,600 979,468
Hoechst A.G. .................... 5,000 1,094,747
Mannesmann A.G. ................. 9,000 2,405,585
------------
6,283,324
------------
HONG KONG_2.4%....HSBC Holdings 90,400 1,070,425
Jardine Matheson Holdings........ 250,000 2,078,642
Television Broadcasts............ 120,000 554,391
------------
3,703,458
------------
JAPAN_17.8%....Aisin Seiki 90,000 1,365,325
Canon............................ 50,000 928,793
Futaba Industrial................ 50,000 1,078,431
Hitachi.......................... 100,000 1,042,312
Isetan........................... 75,000 1,393,189
Kyocera.......................... 10,000 761,610
Mitsubishi Heavy Industries...... 190,000 1,547,059
Nippon Telegraph & Telephone 300 2,801,857
Nippondenso...................... 90,000 1,922,601
Nisshin Spinning................. 138,000 1,609,287
Sankyo........................... 40,000 1,040,248
Sumitomo Electric Industries..... 110,000 1,646,027
Suzuki Motor..................... 120,000 1,523,220
TDK.............................. 25,000 1,228,070
Teijin........................... 283,000 1,676,388
1,676,388
PREMIER GLOBAL INVESTING
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1994
COMMON STOCKS (CONTINUED)
SHARES VALUE
----------- ------------
JAPAN (CONTINUED).....Toppan Printing 130,000 $ 1,918,473
Toshiba.......................... 100,000 788,442
Tosoh.......................... (b) 400,000 1,775,026
Toyota Motor..................... 25,000 552,116
Yodogawa Steel Works............. 135,000 1,156,346
------------
27,754,820
------------
MALAYSIA_1.9%....Genting Berhad 50,000 459,613
Leader Universal Holdings Berhad. 98,000 544,338
Malayan Banking Berhad........... 125,000 850,773
Resorts World Berhad............. 100,000 633,679
United Engineers................. 80,000 431,840
------------
2,920,243
------------
NETHERLANDS_1.1%....Schlumberger 30,000 1,762,500
------------
SINGAPORE_3.5%....DBS Land 275,000 964,748
Jurong Shipyard.................. 89,000 800,272
Overseas Union Bank.............. 324,000 1,853,951
Public Bank Berhad............... 300,000 674,387
Sembawang Shipyard............... 100,000 776,567
Van Der Horst.................. (b) 100,000 449,591
------------
5,519,516
------------
SWEDEN_4.0%....Astra AB, Ser. A 85,000 2,307,880
Ericsson (L.M.), Telephone, Cl. B, A.D.R 35,000 2,132,813
Svedala Industri................. 75,000 1,748,447
------------
6,189,140
------------
SWITZERLAND_1.5%....BBC Brown Boveri A.G., Ser. A 2,675 2,294,986
------------
UNITED KINGDOM_ 1.9% British Steel PLC 470,000 1,232,194
Kwik-Fit Holdings................ 250,000 650,310
Lucas Industries PLC............. 320,000 1,005,158
------------
2,887,662
------------
UNITED STATES_19.3%....Amerada Hess 10,000 497,500
Atlantic Richfield............... 5,000 541,875
Boeing........................... 45,000 1,974,375
Boise Cascade.................... 25,000 662,500
CBI Industries................... 45,000 1,040,625
Coastal Healthcare Group....... (b) 25,000 787,500
Community Psychiatric Centers.... 30,000 296,250
Consolidated Papers.............. 16,000 718,000
Deere & Co....................... 10,000 717,500
Dow Chemical..................... 20,000 1,470,000
Dual Drilling.................. (b) 78,000 1,033,500
Ecolab........................... 47,500 1,015,313
Exxon............................ 20,000 1,257,500
Grace (W.R.) & Co. .............. 18,800 744,950
PREMIER GLOBAL INVESTING
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1994
COMMON STOCKS (CONTINUED)
SHARES VALUE
----------- ------------
UNITED STATES (CONTINUED) Hibernia, Cl. A 40,000 $ 320,000
IntelCom Group................. (b) 52,500 800,625
Johnson & Johnson................ 10,000 546,250
Lilly (Eli) & Co. ............... 6,000 372,000
Lubrizol......................... 55,000 1,773,750
Lyondell Petrochemical........... 40,000 1,095,000
Marion Merrell Dow............... 25,000 637,500
Mattel........................... 70,000 2,047,500
Motorola......................... 20,000 1,177,500
National Health Laboratories Holdings 25,000 359,375
Norfolk Southern................. 10,000 630,000
OM Group......................... 110,000 2,200,000
Occidental Petroleum............. 45,000 984,375
Parker & Parsley Petroleum....... 20,000 500,000
TRINOVA.......................... 25,000 875,000
Talbots.......................... 24,600 854,850
Texas Instruments................ 10,000 748,750
Thermo Electron................ (b) 15,000 684,375
Upjohn........................... 20,000 660,000
------------
30,024,238
------------
TOTAL COMMON STOCKS
(cost $95,711,957)............. $104,126,320
============
PREFERRED STOCKS_ 1.6%
GERMANY; Jungheinrich A.G. (non-voting)
(cost $2,142,407).............. 10,282 $ 2,447,444
============
PUT OPTIONS_0.1%
CONTRACTS
SUBJECT TO
PUT
_______
GERMANY; Deutscher Aktienindex
December `94 @ $1406
(cost $189,186).............. (c) 30 $ 189,630
============
CONVERTIBLE BONDS_0.8%
PRINCIPAL
AMOUNT
_______
MEXICO_0.6% Cemex S.A., 4.25%, 11/1/97 (a) $ 1,000,000 $ 1,031,250
------------
TAIWAN_0.2% Nan Ya Plastics, 1.75%, 7/19/01 (a) 290,000 271,875
------------
TOTAL CONVERTIBLE BONDS
(cost $1,295,800).............. $ 1,303,125
============
PREMIER GLOBAL INVESTING
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1994
SHORT-TERM INVESTMENTS_32.5%
PRINCIPAL
AMOUNT VALUE
---------- ----------
U.S. TREASURY BILLS:... 4.42%, 11/10/94 $ 17,281,000 $ 17,261,905
4.61%, 11/17/94......... 4,278,000 4,269,244
4.55%, 12/01/94.................. 23,947,000 23,856,149
4.53%, 12/15/94.................. 602,000 598,667
4.72%, 12/22/94.................. 4,770,000 4,738,100
------------
TOTAL SHORT-TERM INVESTMENTS
(cost $50,724,065)............. $ 50,724,065
============
TOTAL INVESTMENTS (cost $150,063,415)....................................... 101.8% $158,790,584
====== ============
LIABILITIES, LESS CASH AND RECEIVABLES...................................... (1.8)% $ (2,876,188)
====== ============
NET ASSETS.................................................................. 100.0% $155,914,396
====== ============
</TABLE>
NOTES TO STATEMENT OF INVESTMENTS:
(a) Security exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At October 31,
1994, these securities amounted to $2,114,507 or 1.4% of net assets.
(b) Non-income producing.
(c) Strike price converted to U.S. Dollars at the prevailing rate of
exchange.
See notes to financial statements.
<TABLE>
<CAPTION>
PREMIER GLOBAL INVESTING
STATEMENT OF SECURITIES SOLD SHORT OCTOBER 31, 1994
COMMON STOCKS SHARES VALUE
_________ ______ ___________
<S> <C> <C>
Calgene..................................................................... 75,000 $ 646,875
China Tire Holdings......................................................... 500 7,313
NYNEX....................................................................... 25,000 981,250
______
TOTAL SECURITIES SOLD SHORT
(proceeds $1,670,344)................................................... $1,635,438
==========
STATEMENT OF CALL OPTIONS WRITTEN OCTOBER 31, 1994
CONTRACTS
______
Deutscher Aktienindex, December `94 @ $1,406
(premiums received $186,249).............................................. 30 $120,906
=========
</TABLE>
<TABLE>
<CAPTION>
NOTE TO STATEMENT OF CALL OPTIONS WRITTEN; OCTOBER 31, 1994
Strike price converted to U.S. Dollars at the prevailing rate of
exchange.
STATEMENT OF FINANCIAL FUTURES OCTOBER 31, 1994
MARKET VALUE UNREALIZED
NUMBER OF COVERED (DEPRECIATION)
FINANCIAL FUTURES SOLD SHORT CONTRACTS BY CONTRACTS EXPIRATION AT 10/31/94
- ----------------------------- --------- -------------- ---------- --------------
<S> <C> <C> <C> <C>
Japanese Yen................................. 80 $(10,358,000) December `94 $(299,750)
Standard & Poor's 500........................ 45 $(10,630,125) December `94 (49,788)
----------
$(349,538)
============
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
PREMIER GLOBAL INVESTING
STATEMENT OF ASSETS AND LIABILITIES OCTOBER 31, 1994
ASSETS:
<S> <C> <C>
Investments in securities, at value
(cost $150,063,415)_see statement..................................... $158,790,584
Cash.................................................................... 253,884
Receivable for investment securities sold............................... 3,771,375
Receivable from broker for proceeds on securities sold short............ 1,670,344
Dividends and interest receivable....................................... 250,939
Receivable for subscriptions to Common Stock............................ 40,247
Receivable for futures variation margin_ Note 3(a)...................... 39,375
Prepaid expenses and other assets....................................... 57,292
-------------
164,874,040
LIABILITIES:
Due to The Dreyfus Corporation.......................................... $ 98,218
Payable for investment securities purchased............................. 6,758,476
Securities sold short, at value
(proceeds $1,670,344)_see statement................................... 1,635,438
Outstanding call options written, at value
(premiums received $186,249)_see statement............................ 120,906
Payable for shares of Common Stock redeemed............................. 45,693
Accrued expenses and other liabilities.................................. 300,913 8,959,644
----------- -----------
NET ASSETS ................................................................ $155,914,396
============
REPRESENTED BY:
Paid-in capital......................................................... $144,281,610
Accumulated undistributed investment income_net......................... 737,941
Accumulated undistributed net realized gain on investments and foreign currency
transactions.......................................................... 2,411,795
Accumulated net unrealized appreciation on investments and foreign currency
transactions [including ($349,538) net unrealized (depreciation) on financial
futures]_Note 3(b).................................................... 8,483,050
------------
NET ASSETS at value......................................................... $155,914,396
============
Shares of Common Stock outstanding:
Class A Shares
(300 million shares of $.001 par value authorized).................... 5,007,507
============
Class B Shares
(300 million shares of $.001 par value authorized).................... 4,932,827
============
NET ASSET VALUE per share:
Class A Shares ($79,017,293 / 5,007,507 shares)......................... $15.78
======
Class B Shares ($76,897,103 / 4,932,827 shares)......................... $15.59
======
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
PREMIER GLOBAL INVESTING
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1994
INVESTMENT INCOME:
<S> <C> <C>
INCOME:
Interest.............................................................. $ 1,703,810
Cash dividends (net of $162,030 foreign taxes withheld at source)..... 1,678,912
-----------
TOTAL INCOME...................................................... $3,382,722
EXPENSES:
Management fee_Note 2(a).............................................. 1,075,819
Shareholder servicing costs_Note 2(c)................................. 560,956
Distribution fees (Class B shares)_Note 2(b).......................... 490,080
Custodian fees........................................................ 144,220
Registration fees..................................................... 70,300
Prospectus and shareholders' reports.................................. 63,974
Professional fees..................................................... 42,915
Directors' fees and expenses_Note 2(d)................................ 16,516
Dividends on securities sold short.................................... 6,720
Miscellaneous......................................................... 19,163
-----------
TOTAL EXPENSES.................................................... 2,490,663
-----------
INVESTMENT INCOME_NET............................................ 892,059
-----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain (loss) on investments_Note 3(a):
Long transactions (including options and foreign currency transactions) $ 4,618,069
Short sale transactions............................................... (83,706)
Net realized (loss) on forward currency exchange contracts_Note 3(a);
Short transactions.................................................... (18,467)
Net realized (loss) on financial futures_Note 3(a):
Long transactions..................................................... (121,280)
Short transactions.................................................... (1,500,438)
-----------
NET REALIZED GAIN..................................................... 2,894,178
Net unrealized appreciation on investments, securities
sold short and foreign currency transactions [including
($397,163) net unrealized (depreciation) on financial futures]........ 2,120,318
-----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................... 5,014,496
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $5,906,555
============
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
PREMIER GLOBAL INVESTING
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED OCTOBER 31,
________________
1993 1994
------------- -------------
<S> <C> <C>
OPERATIONS:
Investment income_net................................................... $ 494,711 $ 892,059
Net realized gain on investments........................................ 4,301,653 2,894,178
Net unrealized appreciation on investments for the year................. 6,349,196 2,120,318
------------- -------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.................. 11,145,560 5,906,555
------------- -------------
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income_net:
Class A shares........................................................ (262,079) (360,444)
Class B shares........................................................ ___ (147,982)
Net realized gain on investments:
Class A shares........................................................ (349,439) (2,787,429)
Class B shares........................................................ ___ (1,716,592)
------------- -------------
TOTAL DIVIDENDS................................................... (611,518) (5,012,447)
------------- -------------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold:
Class A shares........................................................ 42,121,565 28,481,082
Class B shares........................................................ 38,860,345 38,967,304
Dividends reinvested:
Class A shares........................................................ 568,838 2,760,814
Class B shares........................................................ ___ 1,812,914
Cost of shares redeemed:
Class A shares........................................................ (11,183,307) (28,186,931)
Class B shares........................................................ (607,841) (4,777,156)
------------- -------------
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS............ 69,759,600 39,058,027
------------- -------------
TOTAL INCREASE IN NET ASSETS.................................... 80,293,642 39,952,135
NET ASSETS:
Beginning of year....................................................... 35,668,619 115,962,261
------------- -------------
End of year (including undistributed investment income_net:
$354,308 in 1993 and $737,941 in 1994)................................ $115,962,261 $155,914,396
============= =============
</TABLE>
<TABLE>
<CAPTION>
SHARES
____________________________________________________________
CLASS A CLASS B
______________________ ________________________
YEAR ENDED OCTOBER 31, YEAR ENDED OCTOBER 31,
______________________ ________________________
1993 1994 1993* 1994
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
CAPITAL SHARE TRANSACTIONS:
Shares sold............................ 2,945,764 1,803,615 2,681,279 2,481,600
Shares issued for dividends reinvested. 42,261 180,445 ____-_ 119,192
Shares redeemed........................ (777,789) (1,793,995) (41,297) (307,947)
---------- --------- --------- ---------
NET INCREASE IN SHARES OUTSTANDING... 2,210,236 190,065 2,639,982 2,292,845
========== ========= ========= =========
* From January 15, 1993 (commencement of initial offering) to October 31,
1993.
See notes to financial statements.
</TABLE>
PREMIER GLOBAL INVESTING
FINANCIAL HIGHLIGHTS
Reference is made to page 2 of the Prospectus dated February 28, 1995.
See notes to financial statements.
PREMIER GLOBAL INVESTING
NOTES TO FINANCIAL STATEMENTS
NOTE 1_SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of 1940 ("Act")
as a non-diversified open-end management investment company. Dreyfus Service
Corporation, until August 24, 1994, acted as the distributor of the Fund's
shares. Dreyfus Service Corporation is a wholly-owned subsidiary of The
Dreyfus Corporation ("Manager"). Effective August 24, 1994, the Manager
became a direct subsidiary of Mellon Bank, N.A.
On August 24, 1994, Premier Mutual Fund Services, Inc. (the
"Distributor") was engaged as the Fund's distributor. The Distributor,
located at One Exchange Place, Boston, Massachusetts 02109, is a wholly-owned
subsidiary of Institutional Administrative Services, Inc., a provider of
mutual fund administrative services, the parent company of which is Boston
Institutional Group, Inc.
The Fund is incorporated under the name Dreyfus Global Investing, Inc.
and began operating under the name Premier Global Investing on October 4,
1993.
The Fund offers both Class A and Class B shares. Class A shares are
subject to a sales charge imposed at the time of purchase and Class B shares
are subject to a contingent deferred sales charge imposed at the time of
redemption on redemptions made within six years of purchase. Other
differences between the two Classes include the services offered to and the
expenses borne by each Class and certain voting rights.
(A) PORTFOLIO VALUATION: Investments in securities (including options and
financial futures) are valued at the last sales price on the securities
exchange on which such securities are primarily traded or at the last sales
price on the national securities market. Securities not listed on an exchange
or the national securities market, or securities for which there were no
transactions, are valued at the average of the most recent bid and asked
prices, except for open short positions, where the asked price is used for
valuation purposes. Bid price is used when no asked price is available.
Securities for which there are no such valuations are valued at fair value as
determined in good faith under the direction of the Board of Directors.
Short-term investments are carried at amortized cost, which approximates
value. Investments denominated in foreign currencies are translated to U.S.
dollars at the prevailing rates of exchange.
(B) FOREIGN CURRENCY TRANSACTIONS: The Fund does not isolate that portion
of the results of operations resulting from changes in foreign exchange rates
on investments from the fluctuations arising from changes in market prices of
securities held. Such fluctuations are included with the net realized and
unrealized gain or loss from investments.
Reported net realized foreign exchange gains or losses arise from sales
and maturities of short-term securities, sales of foreign currencies,
currency gains or losses realized on securities transactions, the difference
between the amounts of dividends, interest and foreign withholding taxes
recorded on the Fund's books, and the U.S. dollar equivalent of the amounts
actually received or paid. Net unrealized foreign exchange gains and losses
arise from changes in the value of assets and liabilities other than
investments in securities at fiscal year end, resulting from changes in
exchange rate.
(C) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss from
securities transactions are recorded on the identified cost basis. Dividend
income is recognized on the ex-dividend date and interest income, including,
where applicable, amortization of discount on investments, is recognized on
the accrual basis.
PREMIER GLOBAL INVESTING
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(D) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend
date. Dividends from investment income-net and dividends from net realized
capital gain are normally declared and paid annually, but the Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code. To the extent that net realized
capital gain can be offset by capital loss carryovers, if any, it is the
policy of the Fund not to distribute such gain.
(E) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, if such qualification is in the
best interests of its shareholders, by complying with the applicable
provisions of the Internal Revenue Code, and to make distributions of taxable
income sufficient to relieve it from substantially all Federal income and
excise taxes.
NOTE 2_MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the Manager,
the management fee is computed at the annual rate of .75 of 1% of the average
daily value of the Fund's net assets and is payable monthly. The Agreement
further provides for an expense reimbursement from the Manager should the
Fund's aggregate expenses, exclusive of taxes, brokerage, interest on
borrowings and extraordinary expenses, exceed the expense limitation of any
state having jurisdiction over the Fund, the Fund may deduct from the fee to
be paid to the Manager, or the Manager will bear, such excess expense to the
extent required by state law. The most stringent state expense limitation
applicable to the Fund presently requires reimbursement of expenses in any
full fiscal year that such expenses (exclusive of distribution expenses and
certain expenses as described above) exceed 2 1/2% of the first $30 million,
2% of the next $70 million and 1 1/2% of the excess over $100 million of the
average value of the Fund's net assets in accordance with California "blue
sky" regulations. There was no expense reimbursement for the year ended
October 31, 1994.
The Dreyfus Service Corporation retained $297,139 during the year ended
October 31, 1994 from commissions earned on sales of the Fund's Class A
shares.
Prior to August 24, 1994, The Dreyfus Service Corporation retained
$87,350 from contingent deferred sales charges imposed upon redemptions of
the Fund's Class B shares.
(B) On August 3, 1994, Fund shareholders approved a revised Distribution
Plan with respect to Class B shares only (the "Class B Distribution Plan")
pursuant to Rule 12b-1 under the Act. Pursuant to the Class B Distribution
Plan, effective August 24, 1994, the Fund pays the Distributor for
distributing the Fund's Class B shares at an annual rate of .75 of 1% of the
value of the average daily net assets of Class B shares.
Prior to August 24, 1994, the Distribution Plan ("prior Class B
Distribution Plan") provided that the Fund pay Dreyfus Service Corporation at
an annual rate of .75 of 1% of the value of the Fund's Class B shares average
daily net assets, for costs and expenses in connection with advertising,
marketing and distributing the Fund's Class B shares. Dreyfus Service
Corporation made payments to one or more Service Agents based on the value of
the Fund's Class B shares owned by clients of the Service Agent.
During the year ended October 31, 1994, $107,317 was charged to the Fund
pursuant to the Class B Distribution Plan and $382,763 was charged to the
Fund pursuant to the prior Class B Distribution Plan.
(C) Under the Shareholder Services Plan, the Fund pays the Distributor,
at an annual rate of .25 of 1% of the value of the average daily net assets
of Class A and Class B shares for servicing shareholder
PREMIER GLOBAL INVESTING
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
accounts. 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 services related to the
maintenance of shareholder accounts. The Distributor may make payments to
Service Agents in respect of these services. The Distributor determines the
amounts to be paid to Service Agents. From November 1, 1993 through August
23, 1994, $157,813 and $127,588 were charged to Class A and Class B shares,
respectively, by Dreyfus Service Corporation. From August 24, 1994 through
October 31, 1994, $37,433 and $35,772 were charged to Class A and Class B
shares, respectively, by the Distributor pursuant to the Shareholder Services
Plan.
(D) Prior to August 24, 1994 certain officers and directors of the Fund
were "affiliated persons," as defined in the Act, of the Manager and/or
Dreyfus Service Corporation. Each director who is not an "affiliated person"
receives an annual fee of $1,000 and an attendance fee of $250 per meeting.
NOTE 3_SECURITIES TRANSACTIONS:
(A) The following summarizes the aggregate amount of purchases and sales
of investment securities and securities sold short, excluding short-term
securities, options transactions and forward currency transactions during the
year ended October 31, 1994:
<TABLE>
<CAPTION>
PURCHASES SALES
_________________ -------------
<S> <C> <C>
Long transactions................................................ $190,298,917 $151,522,047
Short sale transactions.......................................... 10,670,211 10,208,099
_________________ --------------
TOTAL.......................................................... $200,969,128 $161,730,146
================ =============
</TABLE>
The Fund is engaged in short-selling which obligates the Fund to replace
the security borrowed by purchasing the security at current market value. The
Fund would incur a loss if the price of the security increases between the
date of the short sale and the date on which the Fund replaces the borrowed
security. The Fund would realize a gain if the price of the security declines
between those dates. Until the Fund replaces the borrowed security, the Fund
will maintain daily, a segregated account with a broker and custodian, of cash
and/or U.S. Government securities sufficient to cover its short position.
Securities sold short at October 31, 1994 and their related market values and
proceeds are set forth in the Statement of Securities Sold Short.
In addition, the following table summarizes the Fund's put/call options
written transactions for the year ended October 31, 1994:
<TABLE>
<CAPTION>
OPTIONS TERMINATED
______________________
NET
NUMBER OF PREMIUMS REALIZED
OPTIONS WRITTEN: CONTRACTS RECEIVED COST (LOSS)
____________ ___________ _______
<S> <C> <C> <C> <C>
Contracts outstanding October 31, 1993...... _____ $ _____
Contracts written........................... 1428 568,687
____________ ----------
1428 568,687
____________ ----------
Contracts Terminated;
Closed.................................... 1398 382,438 $468,690 ($86,252)
____________ ______ ________ ----------
Total contracts terminated............ 1398 382,438 $468,690 ($86,252)
____________ ______ ======== =========
Contracts outstanding October 31, 1994...... 30 $186,249
____________ ==========
</TABLE>
PREMIER GLOBAL INVESTING
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
As a writer of put options, the Fund receives a premium at the outset and
then bears the market risk of unfavorable changes in the price of the
financial instrument underlying the option. Generally, the Fund would incur a
gain, to the extent of the premiums, if the price of the underlying financial
instrument increases between the date the option is written and the date on
which the option is terminated. Generally, the Fund would realize a loss if
the price of the financial instrument declines between those dates.
As a writer of call options, the Fund receives a premium at the outset
and then bears the market risk of unfavorable changes in the price of the
financial instrument underlying the option. Generally, the Fund would incur a
gain, to the extent of the premiums, if the price of the underlying financial
instrument decreases between the date the option is written and the date on
which the option is terminated. Generally, the Fund would realize a loss if
the price of the financial instrument increases between those dates.
The Fund is engaged in trading restricted options, which are not exchange
traded. The Fund's exposure to credit risk associated with counter party
nonperformance on these investments is typically limited to the unrealized
gains inherent in such investments. At October 31, 1994 there were no
restricted options outstanding.
The Fund is engaged in trading financial futures contracts. The Fund is
exposed to market risk as a result of changes in the value of the underlying
financial instruments (see the Statement of Financial Futures). Investments
in financial futures require the Fund to "mark to market" on a daily basis,
which reflects the change in the market value of the contract at the close of
each day's trading. Generally, variation margin payments are made or received
to reflect daily unrealized gains or losses. When the contracts are closed,
the Fund recognizes a realized gain or loss. These investments require
initial margin deposits with a custodian, which consist of cash or cash
equivalents, up to approximately 10% of the contract amount. The amount of
these deposits is determined by the exchange or Board of Trade on which the
contract is traded and is subject to change. Contracts open at October 31,
1994 are set forth in the Statement of Financial Futures.
(B) At October 31, 1994, accumulated net unrealized appreciation on
investments was $8,477,880, consisting of $10,094,066 gross unrealized
appreciation and $1,616,186 gross unrealized depreciation.
At October 31, 1994, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
PREMIER GLOBAL INVESTING
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
PREMIER GLOBAL INVESTING
We have audited the accompanying statement of assets and liabilities of
Premier Global Investing, including the statements of investments, put
options written, financial futures and securities sold short, as of October
31, 1994, and the related statement of operations for the year then ended,
the statement of changes in net assets for each of the two years in the
period then ended, and financial highlights for each of the years indicated
therein. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of October 31, 1994 by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Premier Global Investing at October 31, 1994, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each
of the indicated years, in conformity with generally accepted accounting
principles.
(Ernst & Young LLP Signature Logo)
New York, New York
December 6, 1994
PREMIER GLOBAL INVESTING
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement
Financial Highlights for the period from January 31, 1992
(commencement of operations) to October 31, 1992 and for each
of the two years in the period ended October 31, 1994 for
Class A shares and for the period from January 15, 1993
(commencement of initial offering) to October 31, 1993 and
for the year ended October 31, 1994 for Class B shares.
Included in Part B of the Registration Statement:
Statement of Investments -- October 31, 1994
Statement of Securities Sold Short -- October 31, 1994.
Statement of Call Options Written -- October 31, 1994.
Statement of Financial Futures -- October 31, 1994.
Statement of Assets and Liabilities -- October 31, 1994
Statement of Operations -- year ended October 31, 1994
Statement of Changes in Net Assets -- for each of the
years ended October 31, 1993 and 1994 for Class A shares
and for the period from January 15, 1993 (commencement
of initial offering) to October 31, 1993 and for the
year ended October 31, 1994 for Class B shares.
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors, dated
December 6, 1994
Schedules No. I through VII and other financial statement information, for
which provision is made in the applicable accounting regulations of the
Securities and Exchange Commission, are either omitted because they are not
required under the related instructions, they are inapplicable, or the
required information is presented in the financial statements or notes
thereto which are included in Part B of the Registration Statement.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1) Articles of Incorporation and Articles of Amendment.
(2) By-Laws, as amended.
(5) Management Agreement.
(6)(a) Distribution Agreement.
(6)(b) Forms of Shareholder Services Agreement and Distribution Plan
Agreement.
(8)(a) Amended and Restated Custody Agreement.
(9) Shareholder Services Plan.
(10) Opinion and consent of Registrant's counsel.
(11) Consent of Independent Auditors.
(15) Distribution Plan.
(16) Schedule of Computation of Performance Data is incorporated by
reference to Exhibit (16) of Post-Effective Amendment No. 5 to
the Registration Statement on Form N-1A, filed on January 14, 1994.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
Other Exhibits
______________
(a) Powers of Attorney of the Directors and officers.
(b) Certificate of Secretary.
Item 25. Persons Controlled by or under Common Control with Registrant.
_______ ______________________________________________________________
Not Applicable
Item 26. Number of Holders of Securities.
_______ ________________________________
(1) (2)
Number of Record
Title of Class Holders as of December 9, 1994
______________ _____________________________
Common Stock
(Par value $.001) 9,940
Item 27. Indemnification
_______ _______________
The Statement as to the general effect of any contract, arrangements or
statute under which a director, officer, underwriter or affiliated
person of the Registrant is insured or indemnified in any manner
against any liability which may be incurred in such capacity, other
than insurance provided by any director, officer, affiliated person or
underwriter for their own protection, is incorporated by reference to
Item 4 of Part II of Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on January 22, 1992.
Reference is also made to the Distribution Agreement attached as
Exhibit (6) of Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on January 22, 1992.
Item 28. Business and Other Connections of Investment Adviser.
_______ ____________________________________________________
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business consists
primarily of providing investment management services as the
investment adviser and manager for sponsored investment companies
registered under the Investment Company Act of 1940 and as an
investment adviser to institutional and individual accounts.
Dreyfus also serves as sub-investment adviser to and/or
administrator of other investment companies. Dreyfus Service
Corporation, a wholly-owned subsidiary of Dreyfus, serves primarily
as a registered broker-dealer of shares of investment companies
sponsored by Dreyfus and of other investment companies for which
Dreyfus acts as investment adviser, sub-investment adviser or
administrator. Dreyfus Management, Inc., another wholly-owned
subsidiary, provides investment management services to various
pension plans, institutions and individuals.
Item 28. Business and Other Connections of Investment Adviser (continued)
________ ________________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees of
Skillman Foundation.
Member of The Board of Vintners Intl.
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and member of the Executive
Committee of Avnet, Inc.**
DAVID B. TRUMAN Educational consultant;
Director Past President of the Russell Sage Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount Holyoke College
South Hadley, Massachusetts 01075;
Former Director:
Student Loan Marketing Association
1055 Thomas Jefferson Street, N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board:
Chairman of the Board and Dreyfus Acquisition Corporation*;
Chief Executive Officer The Dreyfus Consumer Credit Corporation*;
Dreyfus Land Development Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
Director:
Avnet, Inc.**;
Dreyfus America Fund++++
The Dreyfus Fund International
Limited+++++
World Balanced Fund+++
Dreyfus Partnership Management,
Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Realty Advisors, Inc.+++;
Dreyfus Service Organization, Inc.*;
The Dreyfus Trust Company++;
Seven Six Seven Agency, Inc.*;
Trustee:
Corporate Property Investors
New York, New York;
JULIAN M. SMERLING Director and Executive Vice President:
Vice Chairman of the Dreyfus Service Corporation*;
Board of Directors Director and Vice President:
Dreyfus Service Organization, Inc.*;
Vice Chairman and Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Director:
The Dreyfus Consumer Credit Corporation*;
Dreyfus Partnership Management, Inc.*;
Seven Six Seven Agency, Inc.*
JOSEPH S. DiMARTINO Director and Chairman of the Board:
President, and The Dreyfus Trust Company++;
Director Director and President:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit Corporation*;
Dreyfus Partnership Management, Inc.*;
The Dreyfus Trust Company (N.J.)++;
Director and Executive Vice President:
Dreyfus Service Corporation*;
Director and Vice President:
Dreyfus Service Organization, Inc.*;
JOSEPH S. DiMARTINO Director:
(cont'd) Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Noel Group, Inc.
667 Madison Avenue
New York, New York 10021;
Trustee:
Bucknell University
Lewisburg, Pennsylvania 17837;
Vice President and former Treasurer and
Director:
National Muscular Dystrophy Association
810 Seventh Avenue
New York, New York 10019;
President, Chief Operating Officer and
Director:
Major Trading Corporation*
W. KEITH SMITH Chairman and Chief Executive Officer:
Chief Operating Officer The Boston Company
One Boston Place
Boston, Massachusetts 02108
Vice Chairman of the Board:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
PAUL H. SNYDER Director:
Vice President and Chief Pennsylvania Economy League
Financial Officer Philadelphia, Pennsylvania;
Children's Crisis Treatment Center
Philadelphia, Pennsylvania;
Director and Vice President:
Financial Executives Institute,
Philadelphia Chapter
Philadelphia, Pennsylvania;
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman, Distribution Executive Officer:
The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
President:
The Boston Company
One Boston Place
Boston, Massachusetts 02108;
Laurel Capital Advisors
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Boston Group Holdings, Inc.
LAWRENCE S. KASH Executive Vice President
(cont'd) Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Boston Safe Deposit & Trust
One Boston Place
Boston, Massachusetts 02108
JAY R. DEMARTINE Chairman of the Board and President:
Vice President, Marketing The Woodbury Society
16 Woodbury Lane
Ogunquit, ME 03907;
Former Managing Director:
Bankers Trust Company
280 Park Avenue
New York, NY 10017;
BARBARA E. CASEY President:
Vice President, Dreyfus Retirement Services;
Retirement Services Executive Vice President:
Boston Safe Deposit & Trust Co.
One Boston Place
Boston, Massachusetts 02108;
DIANE M. COFFEY None
Vice President,
Corporate Communications
LAWRENCE M. GREENE Chairman of the Board:
Legal Consultant and The Dreyfus Security Savings
Director Bank, F.S.B.+;
Director and Executive Vice President:
Dreyfus Service Corporation*;
Director and Vice President:
Dreyfus Acquisition Corporation*;
Dreyfus Service Organization, Inc.*;
Director:
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Thrift & Commerce+++;
The Dreyfus Trust Company (N.J.)++;
Seven Six Seven Agency, Inc.*;
ROBERT F. DUBUSS Director and Treasurer:
Vice President Major Trading Corporation*;
Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
The Truepenny Corporation*;
Treasurer:
Dreyfus Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Dreyfus Thrift & Commerce****
ELIE M. GENADRY President:
Vice President, Institutional Services Division of Dreyfus
Wholesale Service Corporation*;
Broker-Dealer Division of Dreyfus Service
Corporation*;
Group Retirement Plans Division of Dreyfus
Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.*;
Vice President:
The Dreyfus Trust Company++;
Vice President-Sales:
The Dreyfus Trust Company (N.J.)++;
DANIEL C. MACLEAN Director, Vice President and Secretary:
Vice President and General Dreyfus Precious Metals, Inc.*;
Counsel Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company (N.J.)++;
Director and Secretary:
Dreyfus Partnership Management, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation+;
Director:
The Dreyfus Trust Company++;
Secretary:
Seven Six Seven Agency, Inc.*;
JEFFREY N. NACHMAN None
Vice President, Fund
Administration
PHILIP L. TOIA Chairman of the Board and Vice President:
Vice Chairman, Operations Dreyfus Thrift & Commerce****;
and Administration Director:
The Dreyfus Security Savings Bank F.S.B.+;
Senior Loan Officer and Director:
The Dreyfus Trust Company++;
Vice President:
The Dreyfus Consumer Credit Corporation*;
President and Director:
Dreyfus Personal Management, Inc.*;
Director:
Dreyfus Realty Advisors, Inc.+++;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
KATHERINE C. WICKHAM Formerly, Assistant Commissioner:
Vice President, Department of Parks and Recreation of the
Human Resources City of New York
830 Fifth Avenue
New York, New York 10022
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Partnership Management, Inc.*;
Dreyfus Service Organization, Inc.*;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
The Dreyfus Consumer Credit Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals*
Formerly, Vice President-Financial Planning,
Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
MARK N. JACOBS Secretary:
Vice President, Fund The Dreyfus Consumer Credit Corporation*;
Legal and Compliance Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation*
CHRISTINE PAVALOS Assistant Secretary:
Assistant Secretary Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
The Truepenny Corporation*
______________________________________
* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
*** The address of the business so indicated is 45 Broadway, New York,
New York 10006.
**** The address of the business so indicated is Five Triad Center, Salt
Lake City, Utah 84180.
+ The address of the business so indicated is Atrium Building, 80 Route
4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One Rockefeller Plaza,
New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard Royal,
Luxembourg.
+++++ The address of the business so indicated is Nassau, Bahama Islands.
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Fund
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) Dreyfus Focus Funds, Inc.
22) The Dreyfus Fund Incorporated
23) Dreyfus Global Bond Fund, Inc.
24) Dreyfus Global Growth, L.P. (A Strategic Fund)
25) Dreyfus Global Investing, Inc.
26) Dreyfus GNMA Fund, Inc.
27) Dreyfus Government Cash Management
28) Dreyfus Growth and Income Fund, Inc.
29) Dreyfus Growth Opportunity Fund, Inc.
30) Dreyfus Institutional Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Equity Fund, Inc.
35) Dreyfus Investors GNMA Fund
36) The Dreyfus Leverage Fund, Inc.
37) Dreyfus Life and Annuity Index Fund, Inc.
38) Dreyfus Liquid Assets, Inc.
39) Dreyfus Massachusetts Intermediate Municipal Bond Fund
40) Dreyfus Massachusetts Municipal Money Market Fund
41) Dreyfus Massachusetts Tax Exempt Bond Fund
42) Dreyfus Michigan Municipal Money Market Fund, Inc.
43) Dreyfus Money Market Instruments, Inc.
44) Dreyfus Municipal Bond Fund, Inc.
45) Dreyfus Municipal Cash Management Plus
46) Dreyfus Municipal Money Market Fund, Inc.
47) Dreyfus New Jersey Intermediate Municipal Bond Fund
48) Dreyfus New Jersey Municipal Bond Fund, Inc.
49) Dreyfus New Jersey Municipal Money Market Fund, Inc.
50) Dreyfus New Leaders Fund, Inc.
51) Dreyfus New York Insured Tax Exempt Bond Fund
52) Dreyfus New York Municipal Cash Management
53) Dreyfus New York Tax Exempt Bond Fund, Inc.
54) Dreyfus New York Tax Exempt Intermediate Bond Fund
55) Dreyfus New York Tax Exempt Money Market Fund
56) Dreyfus Ohio Municipal Money Market Fund, Inc.
57) Dreyfus 100% U.S. Treasury Intermediate Term Fund
58) Dreyfus 100% U.S. Treasury Long Term Fund
59) Dreyfus 100% U.S. Treasury Money Market Fund
60) Dreyfus 100% U.S. Treasury Short Term Fund
61) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
62) Dreyfus Pennsylvania Municipal Money Market Fund
63) Dreyfus Short-Intermediate Government Fund
64) Dreyfus Short-Intermediate Municipal Bond Fund
65) Dreyfus Short-Term Income Fund, Inc.
66) The Dreyfus Socially Responsible Growth Fund, Inc.
67) Dreyfus Strategic Growth, L.P.
68) Dreyfus Strategic Income
69) Dreyfus Strategic Investing
70) Dreyfus Tax Exempt Cash Management
71) Dreyfus Treasury Cash Management
72) Dreyfus Treasury Prime Cash Management
73) Dreyfus Variable Investment Fund
74) Dreyfus-Wilshire Target Funds, Inc.
75) Dreyfus Worldwide Dollar Money Market Fund, Inc.
76) First Prairie Cash Management
77) First Prairie Diversified Asset Fund
78) First Prairie Money Market Fund
79) First Prairie Municipal Money Market Fund
80) First Prairie Tax Exempt Bond Fund, Inc.
81) First Prairie U.S. Government Income Fund
82) First Prairie U.S. Treasury Securities Cash Management
83) General California Municipal Bond Fund, Inc.
84) General California Municipal Money Market Fund
85) General Government Securities Money Market Fund, Inc.
86) General Money Market Fund, Inc.
87) General Municipal Bond Fund, Inc.
88) General Municipal Money Market Fund, Inc.
89) General New York Municipal Bond Fund, Inc.
90) General New York Municipal Money Market Fund
91) Pacific American Fund
92) Peoples Index Fund, Inc.
93) Peoples S&P MidCap Index Fund, Inc.
94) Premier Insured Municipal Bond Fund
95) Premier California Municipal Bond Fund
96) Premier GNMA Fund
97) Premier Growth Fund, Inc.
98) Premier Municipal Bond Fund
99) Premier New York Municipal Bond Fund
100) Premier State Municipal Bond Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
Marie E. Connolly Director, President and Chief President and
Operating Officer Treasurer
Joseph F. Tower, III Senior Vice President and Chief Assistant
Financial Officer Treasurer
John E. Pelletier Senior Vice President and General Vice President
Counsel and Secretary
Frederick C. Dey Senior Vice President Vice President
and Assistant
Treasurer
Eric B. Fischman Vice President and Associate Vice President
General Counsel and Assistant
Secretary
John J. Pyburn Vice President Assistant
Treasurer
Jean M. O'Leary Assistant Secretary None
Ruth D. Leibert Assistant Vice President Assistant
Secretary
Paul D. Furcinito Assistant Vice President Assistant
Secretary
John W. Gomez Director None
William J. Nutt Director None
Item 30. Location of Accounts and Records
________________________________
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
110 Washington Street
New York, New York 10286
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a director or directors when
requested in writing to do so by the holders of at least 10% of
the Registrant's outstanding shares of common stock and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communications.
(2) To furnish each person to whom a prospectus is delivered with a
copy of the Fund's latest Annual Report to Shareholders, upon
request and without charge.
SIGNATURES
---------------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, and State
of New York on the 28th day of December, 1994.
DREYFUS GLOBAL INVESTING, INC.
(d/b/a as Premier Global Investing)
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 and Treasurer 12/28/94
___________________________ (Princiupal Executive Officer
Marie E. Connolly and Trustee)
/s/Gordon J. Davis* Director 12/28/94
___________________________
Gordon J. Davis
/s/David P. Feldman* Director 12/28/94
___________________________
David P. Feldman
/s/Lynn Martin* Director 12/28/94
___________________________
Lynn Martin
/s/Eugene McCarthy* Director 12/28/94
___________________________
Eugene McCarthy
/s/Daniel Rose* Director 12/28/94
___________________________
Daniel Rose
/s/Anne Wexler* Director 12/28/94
___________________________
Anne Wexler
/s/Rex Wilder* Director 12/28/94
___________________________
Rex Wilder
*BY: ______________________
Eric B. Fischman,
Attorney-in-Fact
INDEX TO EXHIBITS
(1) Articles of Incorporation and Articles of Amendment.
(2) By-Laws, as amended.
(5) Management Agreement.
(6) (a) Distribution Agreement.
(6) (b) Forms of Shareholder Services Agreement and Distribution Plan
Agreement.
(8) Amended and Restated Custody Agreement.
(9) Shareholder Services Plan.
(10) Opinion and consent of Counsel.
(11) Consent of Independent Auditors.
(15) Distribution Plan.
OTHER EXHIBITS:
Power of Attorney
Secretary's Certificate
Financial Data Schedule
ARTICLES OF INCORPORATION
OF
DREYFUS GLOBAL INVESTING, INC.
FIRST: The undersigned, David Stephens, whose address is
Seven Hanover Square, New York, New York 10004-2594, being at least
eighteen years of age, hereby forms a corporation under the Maryland Gen-
eral Corporation Law.
SECOND: The name of the corporation (hereinafter called
the "corporation") is Dreyfus Global Investing, Inc.
THIRD: The corporation is formed for the following purpose
or purposes:
(a) to conduct, operate and carry on the business of
an investment company;
(b) to subscribe for, invest in, reinvest in,
purchase or otherwise acquire, hold, pledge, sell, assign,
transfer, lend, write options on, exchange, distribute or
otherwise dispose of and deal in and with securities of
every nature, kind, character, type and form, including
without limitation of the generality of the foregoing, all
types of stocks, shares, futures contracts, bonds,
debentures, notes, bills and other negotiable or
non-negotiable instruments, obligations, evidences of
interest, certificates of interest, certificates of
participation, certificates, interests, evidences of
ownership, guarantees, warrants, options or evidences of
indebtedness issued or created by or guaranteed as to
principal and interest by any state or local government or
any agency or instrumentality thereof, by the United States
Government or any agency, instrumentality, territory,
district or possession thereof, by any foreign government
or any agency, instrumentality, territory, district or
possession thereof, by any corporation organized under the
laws of any state, the United States or any territory or
possession thereof or under the laws of any foreign
country, bank certificates of deposit, bank time deposits,
bankers' acceptances and commercial paper; to pay for the
same in cash or by the issue of stock, including treasury
stock, bonds or notes of the corporation or otherwise; and
to exercise any and all rights, powers and privileges of
ownership or interest in respect of any and all such
investments of every kind and description, including
without limitation, the right to consent and otherwise act
with respect thereto, with power to designate one or more
persons, firms, associations or corporations to exercise
any of said rights, powers and privileges in respect of any
said instruments;
(c) to borrow money or otherwise obtain credit and to
secure the same by mortgaging, pledging or otherwise
subjecting as security the assets of the corporation;
(d) to issue, sell, repurchase, redeem, retire,
cancel, acquire, hold, resell, reissue, dispose of,
transfer, and otherwise deal in, shares of stock of the
corporation, including shares of stock of the corporation
in fractional denominations, and to apply to any such
repurchase, redemption, retirement, cancellation or
acquisition of shares of stock of the corporation any funds
or property of the corporation whether capital or surplus
or otherwise, to the full extent now or hereafter permitted
by the laws of the State of Maryland;
(e) to conduct its business, promote its purposes and
carry on its operations in any and all of its branches and
maintain offices both within and without the State of
Maryland, in any States of the United States of America, in
the District of Columbia and in any other parts of the
world; and
(f) to do all and everything necessary, suitable,
convenient, or proper for the conduct, promotion and
attainment of any of the businesses and purposes herein
specified or which at any time may be incidental thereto or
may appear conducive to or expedient for the accomplishment
of any of such businesses and purposes and which might be
engaged in or carried on by a corporation incorporated or
organized under the Maryland General Corporation Law, and
to have and exercise all of the powers conferred by the
laws of the State of Maryland upon corporations
incorporated or organized under the Maryland General
Corporation Law.
The foregoing provisions of this Article THIRD shall be
construed both as purposes and powers and each as an independent purpose
and power. The foregoing enumeration of specific purposes and powers
shall not be held to limit or restrict in any manner the purposes and
powers of the corporation, and the purposes and powers herein specified
shall, except when otherwise provided in this Article THIRD, be in no wise
limited or restricted by reference to, or inference from, the terms of any
provision of this or any other Article of these Articles of Incorporation;
provided, that the corporation shall not conduct any business, promote any
purpose, or exercise any power or privilege within or without the State of
Maryland which, under the laws thereof, the corporation may not lawfully
conduct, promote, or exercise.
FOURTH: The post office address of the principal office of
the corporation within the State of Maryland, and of the resident agent of
the corporation within the State of Maryland, is The Corporation Trust In-
corporated, 32 South Street, Baltimore, Maryland 21202.
FIFTH: (1) The total number of shares of stock which the
corporation has authority to issue is three hundred million (300,000,000)
shares of Common Stock, all of which are of a par value of one tenth of
one cent ($.001) each.
(2) The aggregate par value of all the authorized shares
of stock is three hundred thousand dollars ($300,000.00).
(3) The Board of Directors of the corporation is
authorized, from time to time, to fix the price or the minimum price or
the consideration or minimum consideration for, and to issue, the shares
of stock of the corporation.
(4) The Board of Directors of the corporation is
authorized, from time to time, to classify or to reclassify, as the case
may be, any unissued shares of stock of the corporation.
(5) Subject to the power of the Board of Directors to
reclassify unissued shares, the shares of each class of stock of the
corporation shall have the following preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption:
(i) All consideration received by the
corporation for the issuance or sale of shares together
with all income, earnings, profits and proceeds thereof,
shall irrevocably belong to such class for all purposes,
subject only to the rights of creditors, and are herein
referred to as "assets belonging to" such class. The
assets belonging to a class may be invested with the assets
belonging to one or more other classes in a common
investment portfolio. If the assets belonging to more than
one class are invested in a common investment portfolio,
the income and expenses of the investment portfolio shall
be allocated among the classes in accordance with the
number of shares outstanding of each class or as otherwise
determined by the Board of Directors.
(ii) The assets belonging to such class shall be
charged with the liabilities of the corporation in respect
of such class and with such class' share of the general
liabilities of the corporation, in the latter case in
proportion that the net asset value of such class bears to
the net asset value of all classes. The determination of
the Board of Directors shall be conclusive as to the
allocation of liabilities, including accrued expenses and
reserves, to a class.
(iii) Dividends or distributions on shares of each
class, whether payable in stock or cash, shall be paid only
out of earnings, surplus or other assets belonging to such
class.
(iv) In the event of the liquidation or dissolution
of the corporation, stockholders of each class shall be
entitled to receive, as a class, out of the assets of the
corporation available for distribution to stockholders, the
assets belonging to such class and the assets so
distributable to the stockholders of such class shall be
distributed among such stockholders in proportion to the
number of shares of such class held by them.
(v) On each matter submitted to a vote of the
stockholders, each holder of a share of stock shall be
entitled to one vote for each share standing in his name on
the books of the corporation irrespective of the class
thereof. All holders of shares of stock shall vote as a
single class except with respect to any matter which
affects only one or more classes of stock, in which case
only the holders of shares of the class or classes affected
shall be entitled to vote.
Except as provided above, all provisions of the Articles of Incorporation
relating to stock of the corporation shall apply to shares of, and to the
holders of, all classes of stock.
(6) Notwithstanding any provisions of the Maryland General
Corporation Law requiring a greater proportion than a majority of the
votes of stockholders entitled to be cast in order to take or authorize
any action, any such action may be taken or authorized upon the
concurrence of a majority of the aggregate number of votes entitled to be
cast thereon.
(7) The presence in person or by proxy of the holders of
one-third of the shares of stock of the corporation entitled to vote
(without regard to class) shall constitute a quorum at any meeting of the
stockholders, except with respect to any matter which, under applicable
statutes or regulatory requirements, requires approval by a separate vote
of one or more classes of stock, in which case the presence in person or
by proxy of the holders of one-third of the shares of stock of each class
required to vote as a class on the matter shall constitute a quorum.
(8) The corporation may issue shares of stock in
fractional denominations to the same extent as its whole shares, and
shares in fractional denominations shall be shares of stock having
proportionately to the respective fractions represented thereby all the
rights of whole shares, including, without limitation, the right to vote,
the right to receive dividends and distributions and the right to
participate upon liquidation of the corporation, but excluding the right
to receive a stock certificate evidencing a fractional share.
(9) No holder of any shares of any class of the
corporation shall be entitled as of right to subscribe for, purchase, or
otherwise acquire any shares of any class which the corporation proposes
to issue, or any rights or options which the corporation proposes to issue
or to grant for the purchase of shares of any class or for the purchase of
any shares, bonds, securities, or obligations of the corporation which are
convertible into or exchangeable for, or which carry any rights to
subscribe for, purchase, or otherwise acquire shares of any class of the
corporation; and any and all of such shares, bonds, securities or
obligations of the corporation, whether now or hereafter authorized or
created, may be issued, or may be reissued or transferred if the same have
been reacquired and have treasury status, and any and all of such rights
and options may be granted by the Board of Directors to such persons,
firms, corporations and associations, and for such lawful consideration,
and on such terms, as the Board of Directors in its discretion may
determine, without first offering the same, or any thereof, to any said
holder.
SIXTH: (1) The number of directors of the corporation,
until such number shall be increased or decreased pursuant to the by-laws
of the corporation, is one. The number of directors shall never be less
than the minimum number prescribed by the Maryland General Corporation
Law.
(2) The name of the person who shall act as director of
the corporation until the first annual meeting or until his successor or
successors are duly chosen and qualify is as follows:
Mark N. Jacobs
(3) The initial by-laws of the corporation shall be
adopted by the directors at their organizational meeting or by their
informal written action, as the case may be. Thereafter, the power to
make, alter, and repeal the by-laws of the corporation shall be vested in
the Board of Directors of the corporation.
(4) Any determination made in good faith by or pursuant to
the direction of the Board of Directors, as to: the amount of the assets,
debts, obligations, or liabilities of the corporation; the amount of any
reserves or charges set up and the propriety thereof; the time of or
purpose for creating such reserves or charges; the use, alteration or
cancellation of any reserves or charges (whether or not any debt,
obligation or liability for which such reserves or charges shall have been
created shall have been paid or discharged or shall be then or thereafter
required to be paid or discharged); the value of any investment or fair
value of any other asset of the corporation; the amount of net investment
income; the number of shares of stock outstanding; the estimated expense
in connection with purchases or redemptions of the corporation's stock;
the ability to liquidate investments in orderly fashion; the extent to
which it is practicable to deliver a cross-section of the portfolio of the
corporation in payment for any such shares, or as to any other matters
relating to the issue, sale, purchase, redemption and/or other acquisition
or disposition of investments or shares of the corporation, or the
determination of the net asset value of shares of the corporation shall be
final and conclusive, and shall be binding upon the corporation and all
holders of its shares, past, present and future, and shares of the
corporation are issued and sold on the condition and understanding that
any and all such determinations shall be binding as aforesaid.
SEVENTH: (1) To the fullest extent that limitations on
the liability of directors and officers are permitted by the Maryland
General Corporation Law, no director or officer of the corporation shall
have any liability to the corporation or its stockholders for damages.
This limitation on liability applies to events occurring at the time a
person serves as a director or officer of the corporation whether or not
such person is a director or officer at the time of any proceeding in
which liability is asserted.
(2) The corporation shall indemnify and advance expenses
to its currently acting and its former directors to the fullest extent
that indemnification of directors is permitted by the Maryland General
Corporation Law. The corporation shall indemnify and advance expenses to
its officers to the same extent as its directors and to such further
extent as is consistent with law. The board of directors may, through a
by-law, resolution or agreement, make further provisions for
indemnification of directors, officers, employees and agents to the
fullest extent permitted by the Maryland General Corporation Law.
(3) No provision of this Article SEVENTH shall be
effective to protect or purport to protect any director or officer of the
corporation against any liability to the corporation or its stockholders
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.
(4) References to the Maryland General Corporation Law in
this Article SEVENTH are to the law as from time to time amended. No
amendment to the Articles of Incorporation of the corporation shall affect
any right of any person under this Article SEVENTH based on any event,
omission or proceeding prior to such amendment.
EIGHTH: Any holder of shares of stock of the corporation
may require the corporation to redeem and the corporation shall be
obligated to redeem at the option of such holder all or any part of the
shares of the corporation owned by said holder, at the redemption price,
pursuant to the method, upon the terms and subject to the conditions
hereinafter set forth:
(a) The redemption price per share shall be the net
asset value per share determined at such time or times as
the Board of Directors of the corporation shall designate
in accordance with any provision of the Investment Company
Act of 1940, any rule or regulation thereunder or exemption
or exception therefrom, or any rule or regulation made or
adopted by any securities association registered under the
Securities Exchange Act of 1934.
(b) Net asset value per share of a class shall be
determined by dividing:
(i) The total value of the assets of such
class determined as provided in Subsection (c)
below less, to the extent determined by or
pursuant to the direction of the Board of
Directors, all debts, obligations and liabilities
of such class (which debts, obligations and
liabilities shall include, without limitation of
the generality of the foregoing, any and all
debts, obligations, liabilities, or claims, of
any and every kind and nature, fixed, accrued and
otherwise, including the estimated accrued
expenses of management and supervision,
administration and distribution and any reserves
or charges for any or all of the foregoing,
whether for taxes, expenses or otherwise) but
excluding such class' liability upon its shares
and its surplus, by
(ii) The total number of shares of such
class outstanding.
The Board of Directors is empowered, in its absolute
discretion, to establish other methods for determining such
net asset value whenever such other methods are deemed by
it to be necessary in order to enable the corporation to
comply with, or are deemed by it to be desirable provided
they are not inconsistent with, any provision of the
Investment Company Act of 1940 or any rule or regulation
thereunder.
(c) In determining for the purposes of these Articles
of Incorporation the total value of the assets of the
corporation at any time, investments and any other assets
of the corporation shall be valued in such manner as may be
determined from time to time by the Board of Directors.
(d) Payment of the redemption price by the
corporation may be made either in cash or in securities or
other assets at the time owned by the corporation or partly
in cash and partly in securities or other assets at the
time owned by the corporation. The value of any part of
such payment to be made in securities or other assets of
the corporation shall be the value employed in determining
the redemption price. Payment of the redemption price
shall be made on or before the seventh day following the
day on which the shares are properly presented for
redemption hereunder, except that delivery of any
securities included in any such payment shall be made as
promptly as any necessary transfers on the books of the
issuers whose securities are to be delivered may be made.
The corporation, pursuant to resolution of the Board
of Directors, may deduct from the payment made for any
shares redeemed a liquidating charge not in excess of five
percent (5%) of the redemption price of the shares so
redeemed, and the Board of Directors may alter or suspend
any such liquidating charge from time to time.
(e) Redemption of shares of stock by the corporation
is conditional upon the corporation having funds or
property legally available therefor.
(f) The corporation, either directly or through an
agent, may repurchase its shares, out of funds legally
available therefor, upon such terms and conditions and for
such consideration as the Board of Directors shall deem
advisable, by agreement with the owner at a price not
exceeding the net asset value per share as determined by
the corporation at such time or times as the Board of
Directors of the corporation shall designate, less a charge
not to exceed five percent (5%) of such net asset value, if
and as fixed by resolution of the Board of Directors of the
corporation from time to time, and take all other steps
deemed necessary or advisable in connection therewith.
(g) The corporation, pursuant to resolution of the
Board of Directors, may cause the redemption, upon the
terms set forth in such resolution and in subsections (a)
through (e) and subsection (h) of this Article EIGHTH, of
shares of stock owned by stockholders whose shares have an
aggregate net asset value of ten thousand dollars or less
or such other amount as may be fixed from time to time by
the Board of Directors. Notwithstanding any other
provision of this Article EIGHTH, if certificates
representing such shares have been issued, the redemption
price need not be paid by the corporation until such
certificates are presented in proper form for transfer to
the corporation or the agent of the corporation appointed
for such purpose; however, the redemption shall be
effective, in accordance with the resolution of the Board
of Directors, regardless of whether or not such
presentation has been made.
(h) The obligations set forth in this Article EIGHTH
may be suspended or postponed as may be permissible under
the Investment Company Act of 1940 and the rules and
regulations thereunder.
(i) The Board of Directors may establish other terms
and conditions and procedures for redemption, including
requirements as to delivery of certificates evidencing
shares, if issued.
NINTH: All persons who shall acquire stock or other
securities of the corporation shall acquire the same subject to the
provisions of the corporation's Charter, as from time to time amended.
TENTH: From time to time any of the provisions of the
Charter of the corporation may be amended, altered or repealed, including
amendments which alter the contract rights of any class of stock
outstanding, and other provisions authorized by the Maryland General Cor-
poration Law at the time in force may be added or inserted in the manner
and at the time prescribed by said Law, and all rights at any time
conferred upon the stockholders of the corporation by its Charter are
granted subject to the provisions of this Article.
IN WITNESS WHEREOF, I have adopted and signed these
Articles of Incorporation and do hereby acknowledge that the adoption and
signing are my act.
Dated: November 20, 1991
____________________________
David Stephens, Incorporator
BY-LAWS
OF
DREYFUS GLOBAL INVESTING, INC.
(A Maryland Corporation)
___________
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates
representing shares of stock shall set forth thereon the statements
prescribed by Section 2-211 of the Maryland General Corporation Law ("Gen-
eral Corporation Law") and by any other applicable provision of law and
shall be signed by the Chairman of the Board or the President or a Vice
President and countersigned by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer and may be sealed with the
corporate seal. The signatures of any such officers may be either manual
or facsimile signatures and the corporate seal may be either facsimile or
any other form of seal. In case any such officer who has signed manually
or by facsimile any such certificate ceases to be such officer before the
certificate is issued, it nevertheless may be issued by the corporation
with the same effect as if the officer had not ceased to be such officer
as of the date of its issue.
No certificate representing shares of stock shall be issued
for any share of stock until such share is fully paid, except as otherwise
authorized in Section 2-207 of the General Corporation Law.
The corporation may issue a new certificate of stock in
place of any certificate theretofore issued by it, alleged to have been
lost, stolen or destroyed, and the Board of Directors may require, in its
discretion, the owner of any such certificate or his legal representative
to give bond, with sufficient surety, to the corporation to indemnify it
against any loss or claim that may arise by reason of the issuance of a
new certificate.
2. SHARE TRANSFERS. Upon compliance with provisions
restricting the transferability of shares of stock, if any, transfers of
shares of stock of the corporation shall be made only on the stock
transfer books of the corporation by the record holder thereof or by his
attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate or certificates for
such shares of stock properly endorsed and the payment of all taxes due
thereon.
3. RECORD DATE FOR STOCKHOLDERS. The Board of Directors
may fix, in advance, a date as the record date for the purpose of deter-
mining stockholders entitled to notice of, or to vote at, any meeting of
stockholders, or stockholders entitled to receive payment of any dividend
or the allotment of any rights or in order to make a determination of
stockholders for any other proper purpose. Such date, in any case, shall
be not more than 90 days, and in case of a meeting of stockholders not
less than 10 days, prior to the date on which the meeting or particular
action requiring such determination of stockholders is to be held or
taken. In lieu of fixing a record date, the Board of Directors may pro-
vide that the stock transfer books shall be closed for a stated period but
not to exceed 20 days. If the stock transfer books are closed for the
purpose of determining stockholders entitled to notice of, or to vote at,
a meeting of stockholders, such books shall be closed for at least 10 days
immediately preceding such meeting. If no record date is fixed and the
stock transfer books are not closed for the determination of stockholders:
(1) The record date for the determination of stockholders entitled to
notice of, or to vote at, a meeting of stockholders shall be at the close
of business on the day on which the notice of meeting is mailed or the day
30 days before the meeting, whichever is the closer date to the meeting;
and (2) The record date for the determination of stockholders entitled to
receive payment of a dividend or an allotment of any rights shall be at
the close of business on the day on which the resolution of the Board of
Directors declaring the dividend or allotment of rights is adopted,
provided that the payment or allotment date shall not be more than 60 days
after the date on which the resolution is adopted.
4. MEANING OF CERTAIN TERMS. As used herein in respect of
the right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of
a meeting, as the case may be, the term "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to an outstanding share
or shares of stock and to a holder or holders of record of outstanding
shares of stock when the corporation is authorized to issue only one class
of shares of stock and said reference also is intended to include any out-
standing share or shares of stock and any holder or holders of record of
outstanding shares of stock of any class or series upon which or upon whom
the Charter confers such rights where there are two or more classes or
series of shares or upon which or upon whom the General Corporation Law
confers such rights notwithstanding that the Charter may provide for more
than one class or series of shares of stock, one or more of which are
limited or denied such rights thereunder.
5. STOCKHOLDER MEETINGS.
- ANNUAL MEETINGS. If a meeting of the stockholders of
the corporation is required by the Investment Company Act of 1940, as
amended, to elect the directors, then there shall be submitted to the
stockholders at such meeting the question of the election of directors,
and a meeting called for that purpose shall be designated the annual
meeting of stockholders for that year. In other years in which no action
by stockholders is required for the aforesaid election of directors, no
annual meeting need be held.
- SPECIAL MEETINGS. Special stockholder meetings for any
purpose may be called by the Board of Directors or the President and shall
be called by the Secretary for the purpose of removing a Director and for
all other purposes whenever the holders of shares entitled to at least ten
percent of all the votes entitled to be cast at such meeting shall make a
duly authorized request that such meeting be called. Such request shall
state the purpose of such meeting and the matters proposed to be acted on
thereat, and no other business shall be transacted at any such special
meeting. The Secretary shall inform such stockholders of the reasonably
estimated costs of preparing and mailing the notice of the meeting, and
upon payment to the corporation of such costs, the Secretary shall give
notice in the manner provided for below. Notwithstanding the foregoing,
unless requested by stockholders entitled to cast a majority of the votes
entitled to be cast at the meeting, a special meeting of the stockholders
need not be called at the request of stockholders to consider any matter
that is substantially the same as a matter voted on at any special meeting
of the stockholders held during the preceding twelve (12) months.
- PLACE AND TIME. Stockholder meetings shall be held at
such place, either within the State of Maryland or at such other place
within the United States, and at such date or dates as the directors from
time to time may fix.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.
Written or printed notice of all meetings shall be given by the Secretary
and shall state the time and place of the meeting. The notice of a
special meeting shall state in all instances the purpose or purposes for
which the meeting is called. Written or printed notice of any meeting
shall be given to each stockholder either by mail or by presenting it to
him personally or by leaving it at his residence or usual place of
business not less than ten days and not more than ninety days before the
date of the meeting, unless any provisions of the General Corporation Law
shall prescribe a different elapsed period of time, to each stockholder at
his address appearing on the books of the corporation or the address
supplied by him for the purpose of notice. If mailed, notice shall be
deemed to be given when deposited in the United States mail addressed to
the stockholder at his post office address as it appears on the records of
the corporation with postage thereon prepaid. Whenever any notice of the
time, place or purpose of any meeting of stockholders is required to be
given under the provisions of these by-laws or of the General Corporation
Law, a waiver thereof in writing, signed by the stockholder and filed with
the records of the meeting, whether before or after the holding thereof,
or actual attendance or representation at the meeting shall be deemed
equivalent to the giving of such notice to such stockholder. The
foregoing requirements of notice also shall apply, whenever the
corporation shall have any class of stock which is not entitled to vote,
to holders of stock who are not entitled to vote at the meeting, but who
are entitled to notice thereof and to dissent from any action taken
thereat.
- STATEMENT OF AFFAIRS. The President of the corporation
or, if the Board of Directors shall determine otherwise, some other
executive officer thereof, shall prepare or cause to be prepared annually
a full and correct statement of the affairs of the corporation, including
a balance sheet and a financial statement of operations for the preceding
fiscal year, which shall be filed at the principal office of the
corporation in the State of Maryland.
- CONDUCT OF MEETING. Meetings of the stockholders shall
be presided over by one of the following officers in the order of
seniority and if present and acting: the President, the Chairman of the
Board, a Vice President or, if none of the foregoing is in office and
present and acting, by a chairman to be chosen by the stockholders. The
Secretary of the corporation or, in his absence, an Assistant Secretary,
shall act as secretary of every meeting, but if neither the Secretary nor
an Assistant Secretary is present the chairman of the meeting shall
appoint a secretary of the meeting.
- PROXY REPRESENTATION. Every stockholder may authorize
another person or persons to act for him by proxy in all matters in which
a stockholder is entitled to participate, whether for the purposes of
determining his presence at a meeting, or whether by waiving notice of any
meeting, voting or participating at a meeting, expressing consent or
dissent without a meeting or otherwise. Every proxy shall be executed in
writing by the stockholder or by his duly authorized attorney-in-fact and
filed with the Secretary of the corporation. No unrevoked proxy shall be
valid after eleven months from the date of its execution, unless a longer
time is expressly provided therein.
- INSPECTORS OF ELECTION. The directors, in advance of
any meeting, may, but need not, appoint one or more inspectors to act at
the meeting or any adjournment thereof. If an inspector or inspectors are
not appointed, the person presiding at the meeting may, but need not,
appoint one or more inspectors. In case any person who may be appointed
as an inspector fails to appear or act, the vacancy may be filled by
appointment made by the directors in advance of the meeting or at the
meeting by the person
presiding thereat. Each inspector, if any, before entering upon the
discharge of his duties, shall take and sign an oath to execute faithfully
the duties of inspector at such meeting with strict impartiality and
according to the best of his ability. The inspectors, if any, shall
determine the number of shares outstanding and the voting power of each,
the shares represented at the meeting, the existence of a quorum and the
validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots
or consents, determine the result and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On
request of the person presiding at the meeting or any stockholder, the
inspector or inspectors, if any, shall make a report in writing of any
challenge, question or matter determined by him or them and execute a
certificate of any fact found by him or them.
- VOTING. Each share of stock shall entitle the holder
thereof to one vote, except in the election of directors, at which each
said vote may be cast for as many persons as there are directors to be
elected. Except for election of directors, a majority of the votes cast
at a meeting of stockholders, duly called and at which a quorum is
present, shall be sufficient to take or authorize action upon any matter
which may come before a meeting, unless more than a majority of votes cast
is required by the corporation's Articles of Incorporation. A plurality
of all the votes cast at a meeting at which a quorum is present shall be
sufficient to elect a director.
6. INFORMAL ACTION. Any action required or permitted to
be taken at a meeting of stockholders may be taken without a meeting if a
consent in writing, setting forth such action, is signed by all the stock-
holders entitled to vote on the subject matter thereof and any other
stockholders entitled to notice of a meeting of stockholders (but not to
vote thereat) have waived in writing any rights which they may have to
dissent from such action and such consent and waiver are filed with the
records of the corporation.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of
the corporation shall be managed under the direction of a Board of Direc-
tors. The use of the phrase "entire board" herein refers to the total
number of directors which the corporation would have if there were no
vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be a
natural person of full age. A director need not be a stockholder, a
citizen of the United States or a resident of the State of Maryland. The
initial Board of Directors shall consist of one person. Thereafter, the
number of directors constituting the entire board shall never be less than
three or the number of stockholders, whichever is less. At any regular
meeting or at any special meeting called for that purpose, a majority of
the entire Board of Directors may increase or decrease the number of dir-
ectors, provided that the number thereof shall never be less than three or
the number of stockholders, whichever is less, nor more than twelve and
further provided that the tenure of office of a director shall not be
affected by any decrease in the number of directors.
3. ELECTION AND TERM. The first Board of Directors shall
consist of the director named in the Articles of Incorporation and shall
hold office until the first meeting of stockholders or until his successor
has been elected and qualified. Thereafter, directors who are elected at
a meeting of stockholders, and directors who are elected in the interim to
fill vacancies and newly created directorships, shall hold office until
their successors have been elected and qualified. Newly created director-
ships and any vacancies in the Board of Directors, other than vacancies
resulting from the removal of directors by the stockholders, may be filled
by the Board of Directors, subject to the provisions of the Investment
Company Act of 1940. Newly created directorships filled by the Board of
Directors shall be by action of a majority of the entire Board of
Directors. All other vacancies to be filled by the Board of Directors may
be filled by a majority of the remaining members of the Board of
Directors, although such majority is less than a quorum thereof.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board
shall fix, except that the first meeting of a newly elected Board shall be
held as soon after its election as the directors conveniently may
assemble.
- PLACE. Meetings shall be held at such place within or
without the State of Maryland as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings
for which the time and place have been fixed. Special meetings may be
called by or at the direction of the President or of a majority of the
directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Whenever any
notice of the time, place or purpose of any meeting of directors or any
committee thereof is required to be given under the provisions of the Gen-
eral Corporation Law or of these by-laws, a waiver thereof in writing,
signed by the director or committee member entitled to such notice and
filed with the records of the meeting, whether before or after the holding
thereof, or actual attendance at the meeting shall be deemed equivalent to
the giving of such notice to such director or such committee member.
- QUORUM AND ACTION. A majority of the entire Board of
Directors shall constitute a quorum except when a vacancy or vacancies
prevents such majority, whereupon a majority of the directors in office
shall constitute a quorum, provided such majority shall constitute at
least one-third of the entire Board and, in no event, less than two direc-
tors. A majority of the directors present, whether or not a quorum is
present, may adjourn a meeting to another time and place. Except as
otherwise specifically provided by the Articles of Incorporation, the
General Corporation Law or these by-laws, the action of a majority of the
directors present at a meeting at which a quorum is present shall be the
action of the Board of Directors.
- CHAIRMAN OF THE MEETING. The Chairman of the Board, if
any and if present and acting, or the President or any other director
chosen by the Board, shall preside at all meetings.
5. REMOVAL OF DIRECTORS. Any or all of the directors may
be removed for cause or without cause by the stockholders, who may elect a
successor or successors to fill any resulting vacancy or vacancies for the
unexpired term of the removed director or directors.
6. COMMITTEES. The Board of Directors may appoint from
among its members an Executive Committee and other committees composed of
two or more directors and may delegate to such committee or committees, in
the intervals between meetings of the Board of Directors, any or all of
the powers of the Board of Directors in the management of the business and
affairs of the corporation, except the power to amend the by-laws, to
approve any consolidation, merger, share exchange or transfer of assets,
to declare dividends, to issue stock or to recommend to stockholders any
action requiring the stockholders' approval. In the absence of any member
of any such committee, the members thereof present at any meeting, whether
or not they constitute a quorum, may appoint a member of the Board of
Directors to act in the place of such absent member.
7. INFORMAL ACTION. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting, if a written consent to such
action is signed by all members of the Board of Directors or any such
committee, as the case may be, and such written consent is filed with the
minutes of the proceedings of the Board or any such committee.
Members of the Board of Directors or any committee desig-
nated thereby may participate in a meeting of such Board or committee by
means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each
other at the same time. Participation by such means shall constitute
presence in person at a meeting.
ARTICLE III
OFFICERS
The corporation may have a Chairman of the Board and shall
have a President, a Secretary and a Treasurer, who shall be elected by the
Board of Directors, and may have such other officers, assistant officers
and agents as the Board of Directors shall authorize from time to time.
Any two or more offices, except those of President and Vice President, may
be held by the same person, but no person shall execute, acknowledge or
verify any instrument in more than one capacity, if such instrument is
required by law to be executed, acknowledged or verified by two or more
officers.
Any officer or agent may be removed by the Board of Direc-
tors whenever, in its judgment, the best interests of the corporation will
be served thereby.
ARTICLE IV
PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER
The address of the principal office of the corporation in
the State of Maryland prescribed by the General Corporation Law is 32
South Street, c/o The Corporation Trust Incorporated, Baltimore, Maryland
21202. The name and address of the resident agent in the State of Mary-
land prescribed by the General Corporation Law are: The Corporation Trust
Incorporated, 32 South Street, Baltimore, Maryland 21202.
The corporation shall maintain, at its principal office in
the State of Maryland prescribed by the General Corporation Law or at the
business office or an agency of the corporation, an original or duplicate
stock ledger containing the names and addresses of all stockholders and
the number of shares of each class held by each stockholder. Such stock
ledger may be in written form or any other form capable of being converted
into written form within a reasonable time for visual inspection.
The corporation shall keep at said principal office in the
State of Maryland the original or a certified copy of the by-laws,
including all amendments thereto, and shall duly file thereat the annual
statement of affairs of the corporation prescribed by Section 2-314 of the
General Corporation Law.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of
the corporation and shall be in such form and contain such other words
and/or figures as the Board of Directors shall determine or the law
require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and
shall be subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
The power to make, alter, amend and repeal the by-laws is
vested in the Board of Directors of the corporation.
ARTICLE VIII
INDEMNIFICATION
1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The
corporation shall indemnify its directors to the fullest extent that
indemnification of directors is permitted by the law. The corporation
shall indemnify its officers to the same extent as its directors and to
such further extent as is consistent with law. The corporation shall
indemnify its directors and officers who while serving as directors or
officers also serve at the request of the corporation as a director,
officer, partner, trustee, employee, agent or fiduciary of another
corporation, partnership, joint venture, trust, other enterprise or
employee benefit plan to the same extent as its directors and, in the case
of officers, to such further extent as is consistent with law. The indem-
nification and other rights provided by this Article shall continue as to
a person who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such a person. This
Article shall not protect any such person against any liability to the
corporation or any stockholder thereof to which such person 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 ("disabling conduct").
2. ADVANCES. Any current or former director or officer of
the corporation seeking indemnification within the scope of this Article
shall be entitled to advances from the corporation for payment of the
reasonable expenses incurred by him in connection with the matter as to
which he is seeking indemnification in the manner and to the fullest
extent permissible under the General Corporation Law. The person seeking
indemnification shall provide to the corporation a written affirmation of
his good faith belief that the standard of conduct necessary for indemni-
fication by the corporation has been met and a written undertaking to
repay any such advance if it should ultimately be determined that the
standard of conduct has not been met. In addition, at least one of the
following additional conditions shall be met: (a) the person seeking
indemnification shall provide a security in form and amount acceptable to
the corporation for his undertaking; (b) the corporation is insured
against losses arising by reason of the advance; or (c) a majority of a
quorum of directors of the corporation who are neither "interested
persons" as defined in Section 2(a)(19) of the Investment Company Act of
1940, as amended, nor parties to the proceeding ("disinterested non-party
directors"), or independent legal counsel, in a written opinion, shall
have determined, based on a review of facts readily available to the
corporation at the time the advance is proposed to be made, that there is
reason to believe that the person seeking indemnification will ultimately
be found to be entitled to indemnification.
3. PROCEDURE. At the request of any person claiming
indemnification under this Article, the Board of Directors shall
determine, or cause to be determined, in a manner consistent with the
General Corporation Law, whether the standards required by this Article
have been met. Indemnification shall be made only following: (a) a final
decision on the merits by a court or other body before whom the proceeding
was brought that the person to be indemnified was not liable by reason of
disabling conduct or (b) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that the person to be in-
demni-fied was not liable by reason of disabling conduct by (i) the vote
of a majority of a quorum of disinterested non-party directors or (ii) an
independent legal counsel in a written opinion.
4. INDEMNIFICATION OF EMPLOYEES AND AGENTS. Employees and
agents who are not officers or directors of the corporation may be
indemnified, and reasonable expenses may be advanced to such employees or
agents, as may be provided by action of the Board of Directors or by
contract, subject to any limitations imposed by the Investment Company Act
of 1940, as amended.
5. OTHER RIGHTS. The Board of Directors may make further
provision consistent with law for indemnification and advance of expenses
to directors, officers, employees and agents by resolution, agreement or
otherwise. The indemnification provided by this Article shall not be
deemed exclusive of any other right, with respect to indemnification or
otherwise, to which those seeking indemnification may be entitled under
any insurance or other agreement or resolution of stockholders or
disinterested non-party directors or otherwise.
6. AMENDMENTS. References in this Article are to the
General Corporation Law and to the Investment Company Act of 1940 as from
time to time amended. No amendment of the by-laws shall affect any right
of any person under this Article based on any event, omission or
proceeding prior to the amendment.
Dated: December 20, 1991
MANAGEMENT AGREEMENT
DREYFUS GLOBAL INVESTING, INC.
(d/b/a Premier Global Investing)
August 24, 1994
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
The above-named investment company (the "Fund") herewith
confirms its agreement with you as follows:
The Fund desires to employ its capital by investing and
reinvesting the same in investments of the type and in accordance with the
limitations specified in its charter documents and in its Prospectus and
Statement of Additional Information as from time to time in effect, copies
of which have been or will be submitted to you, and in such manner and to
such extent as from time to time may be approved by the Fund's Board. The
Fund desires to employ you to act as its investment adviser.
In this connection it is understood that from time to time you
will employ or associate with yourself such person or persons as you may
believe to be particularly fitted to assist you in the performance of this
Agreement. Such person or persons may be officers or employees who are
employed by both you and the Fund. The compensation of such person or
persons shall be paid by you and no obligation may be incurred on the
Fund's behalf in any such respect.
Subject to the supervision and approval of the Fund's Board, you
will provide investment management of the Fund's portfolio in accordance
with the Fund's investment objectives and policies as stated in its Pros-
pectus and Statement of Additional Information as from time to time in
effect. In connection therewith, you will obtain and provide investment
research and 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 Fund such
statistical information, with respect to the investments which the Fund
may hold or contemplate purchasing, as the Fund may reasonably request.
The Fund wishes to be informed of important developments materially
affecting its portfolio and shall expect you, on your own initiative, to
furnish to the Fund from time to time such information as you may believe
appropriate for this purpose.
In addition, you will supply office facilities (which may be in
your own offices), data processing services, clerical, accounting and
bookkeeping services, internal auditing and legal services, internal
executive and administrative services, and stationery and office supplies;
prepare reports to the Fund's stockholders, tax returns, reports to and
filings with the Securities and Exchange Commission and state Blue Sky
authorities; calculate the net asset value of the Fund's shares; and
generally assist in all aspects of the Fund's operations. You shall have
the right, at your expense, to engage other entities to assist you in
performing some or all of the obligations set forth in this paragraph,
provided each such entity enters into an agreement with you in form and
substance reasonably satisfactory to the Fund. You agree to be liable for
the acts or omissions of each such entity to the same extent as if you had
acted or failed to act under the circumstances.
You shall exercise your best judgment in rendering the services
to be provided to the Fund hereunder and the Fund agrees as an inducement
to your undertaking the same that you shall not be liable hereunder for
any error of judgment or mistake of law or for any loss suffered by the
Fund, provided that nothing herein shall be deemed to protect or purport
to protect you against any liability to the Fund or to its security
holders to which you would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of your
duties hereunder, or by reason of your reckless disregard of your
obligations and duties hereunder.
In consideration of services rendered pursuant to this Agree-
ment, the Fund will pay you on the first business day of each month a fee
at the annual rate of .75 of 1% of the value of the Fund's average daily
net assets. Net asset value shall be computed on such days and at such
time or times as described in the Fund's then-current Prospectus and
Statement of Additional Information. Upon any termination of this Agree-
ment before the end of any month, the fee for such part of a month shall
be pro-rated according to the proportion which such period bears to the
full monthly period and shall be payable upon the date of termination of
this Agreement.
For the purpose of determining fees payable to you, the value of
the Fund's net assets shall be computed in the manner specified in the
Fund's charter documents for the computation of the value of the Fund's
net assets.
You will bear all expenses in connection with the performance of
your services under this Agreement. All other expenses to be incurred in
the operation of the Fund will be borne by the Fund, except to the extent
specifically assumed by you. The expenses to be borne by the Fund
include, without limitation, the following: organizational costs, taxes,
interest, loan commitment fees, interest and distributions paid on
securities sold short, brokerage fees and commissions, if any, fees of
Board members who are not your officers, directors or employees or holders
of 5% or more of your outstanding voting securities, Securities and Ex-
change Commission fees and state Blue Sky qualification fees, advisory
fees, charges of custodians, transfer and dividend disbursing agents'
fees, certain insurance premiums, industry association fees, outside
auditing and legal expenses, costs of independent pricing services, costs
of maintaining the Fund's existence, costs attributable to investor
services (including, without limitation, telephone and personnel
expenses), costs of preparing and printing prospectuses and statements of
additional information for regulatory purposes and for distribution to
existing stockholders, costs of stockholders' reports and meetings, and
any extraordinary expenses.
If in any fiscal year the aggregate expenses of the Fund
(including fees pursuant to this Agreement, but excluding interest, taxes,
brokerage and, with the prior written consent of the necessary state
securities commissions, extraordinary expenses) exceed the expense
limitation of any state having jurisdiction over the Fund, the Fund may
deduct from the fees to be paid hereunder, or you will bear, such excess
expense to the extent required by state law. Your obligation pursuant
hereto will be limited to the amount of your fees hereunder. Such
deduction or payment, if any, will be estimated daily, and reconciled and
effected or paid, as the case may be, on a monthly basis.
The Fund understands that you now act, and that from time to
time hereafter you may act, as investment adviser to one or more other
investment companies and fiduciary or other managed accounts, and the Fund
has no objection to your so acting, provided that when the purchase or
sale of securities of the same issuer is suitable for the investment
objectives of two or more companies or accounts managed by you which have
available funds for investment, the available securities will be allocated
in a manner believed by you to be equitable to each company or account.
It is recognized that in some cases this procedure may adversely affect
the price paid or received by the Fund or the size of the position
obtainable for or disposed of by the Fund.
In addition, it is understood that the persons employed by you
to assist in the performance of your duties hereunder will not devote
their full time to such service and nothing contained herein shall be
deemed to limit or restrict your right or the right of any of your
affiliates to engage in and devote time and attention to other businesses
or to render services of whatever kind or nature.
You shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the matters to
which this Agreement relates, except for a loss resulting from willful
misfeasance, bad faith or gross negligence on your part in the performance
of your duties or from reckless disregard by you of your obligations and
duties under this Agreement. Any person, even though also your officer,
director, partner, employee or agent, who may be or become an officer,
Board member, employee or agent of the Fund, shall be deemed, when
rendering services to the Fund or acting on any business of the Fund, to
be rendering such services to or acting solely for the Fund and not as
your officer, director, partner, employee or agent or one under your
control or direction even though paid by you.
This Agreement shall continue until December 20, 1994, and
thereafter shall continue automatically for successive annual periods
ending on December 20th of each year, provided such continuance is
specifically approved at least annually by (i) the Fund's Board or
(ii) vote of a majority (as defined in the Investment Company Act of 1940)
of the Fund's outstanding voting securities, provided that in either event
its continuance also is approved by a majority of the Fund's Board members
who are not "interested persons" (as defined in said Act) of any party to
this Agreement, by vote cast in person at a meeting called for the purpose
of voting on such approval. This Agreement is terminable without penalty,
on 60 days' notice, by the Fund's Board or by vote of holders of a
majority of the Fund's shares or, upon not less than 90 days' notice, by
you. This Agreement also will terminate automatically in the event of its
assignment (as defined in said Act).
The Fund recognizes that from time to time your directors,
officers and employees may serve as directors, trustees, partners,
officers and employees of other corporations, business trusts,
partnerships or other entities (including other investment companies) and
that such other entities may include the name "Dreyfus" as part of their
name, and that your corporation or its affiliates may enter into
investment advisory or other agreements with such other entities. If you
cease to act as the Fund's investment adviser, the Fund agrees that, at
your request, the Fund will take all necessary action to change the name
of the Fund to a name not including "Dreyfus" in any form or combination
of words.
If the foregoing is in accordance with your understanding, will
you kindly so indicate by signing and returning to us the enclosed copy
hereof.
Very truly yours,
DREYFUS GLOBAL INVESTING, INC.
By:____________________________
Accepted:
THE DREYFUS CORPORATION
By: ____________________
DISTRIBUTION AGREEMENT
DREYFUS GLOBAL INVESTING, INC.
(d/b/a Premier Global Investing)
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
August 24, 1994
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, Massachusetts 02109
Dear Sirs:
This is to confirm that, in consideration of the agreements
hereinafter contained, the above-named investment company (the "Fund") has
agreed that you shall be, for the period of this agreement, the
distributor of (a) shares of each Series of the Fund set forth on Exhibit
A hereto, as such Exhibit may be revised from time to time (each, a
"Series") or (b) if no Series are set forth on such Exhibit, shares of the
Fund. For purposes of this agreement the term "Shares" shall mean the
authorized shares of the relevant Series, if any, and otherwise shall mean
the Fund's authorized shares.
1. Services as Distributor
1.1 You will act as agent for the distribution of Shares
covered by, and in accordance with, the registration statement and pro-
spectus then in effect under the Securities Act of 1933, as amended, and
will transmit promptly any orders received by you for purchase or
redemption of Shares to the Transfer and Dividend Disbursing Agent for the
Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders
for the sale of Shares. It is contemplated that you will enter into sales
or servicing agreements with securities dealers, financial institutions
and other industry professionals, such as investment advisers, accountants
and estate planning firms, and in so doing you will act only on your own
behalf as principal.
1.3 You shall act as distributor of Shares in compliance
with all applicable laws, rules and regulations, including, without
limitation, all rules and regulations made or adopted pursuant to the In-
vestment Company Act of 1940, as amended, by the Securities and Exchange
Commission or any securities association registered under the Securities
Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by
market, economic or political conditions, or by abnormal circumstances of
any kind, the Fund's officers may decline to accept any orders for, or
make any sales of, any Shares until such time as they deem it advisable to
accept such orders and to make such sales and the Fund shall advise you
promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in
connection with the registration of Shares under the Securities Act of
1933, as amended, and all expenses in connection with maintaining
facilities for the issue and transfer of Shares and for supplying
information, prices and other data to be furnished by the Fund hereunder,
and all expenses in connection with the preparation and printing of the
Fund's prospectuses and statements of additional information for
regulatory purposes and for distribution to shareholders; provided
however, that nothing contained herein shall be deemed to require the Fund
to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and
to furnish any and all information and otherwise to take all actions which
may be reasonably necessary in the discretion of the Fund's officers in
connection with the qualification of Shares for sale in such states as you
may designate to the Fund and the Fund may approve, and the Fund agrees to
pay all expenses which may be incurred in connection with such
qualification. You shall pay all expenses connected with your own
qualification as a dealer under state or Federal laws and, except as
otherwise specifically provided in this agreement, all other expenses
incurred by you in connection with the sale of Shares as contemplated in
this agreement.
1.7 The Fund shall furnish you from time to time, for use
in connection with the sale of Shares, such information with respect to
the Fund or any relevant Series and the Shares as you may reasonably
request, all of which shall be signed by one or more of the Fund's duly
authorized officers; and the Fund warrants that the statements contained
in any such information, when so signed by the Fund's officers, shall be
true and correct. The Fund also shall furnish you upon request with:
(a) semi-annual reports and annual audited reports of the Fund's books and
accounts made by independent public accountants regularly retained by the
Fund, (b) quarterly earnings statements prepared by the Fund, (c) a
monthly itemized list of the securities in the Fund's or, if applicable,
each Series' portfolio, (d) monthly balance sheets as soon as practicable
after the end of each month, and (e) from time to time such additional
information regarding the Fund's financial condition as you may reasonably
request.
1.8 The Fund represents to you that all registration
statements and prospectuses filed by the Fund with the Securities and Ex-
change Commission under the Securities Act of 1933, as amended, and under
the Investment Company Act of 1940, as amended, with respect to the Shares
have been carefully prepared in conformity with the requirements of said
Acts and rules and regulations of the Securities and Exchange Commission
thereunder. As used in this agreement the terms "registration statement"
and "prospectus" shall mean any registration statement and prospectus,
including the statement of additional information incorporated by
reference therein, filed with the Securities and Exchange Commission and
any amendments and supplements thereto which at any time shall have been
filed with said Commission. The Fund represents and warrants to you that
any registration statement and prospectus, when such registration
statement becomes effective, will contain all statements required to be
stated therein in conformity with said Acts and the rules and regulations
of said Commission; that all statements of fact contained in any such reg-
istration statement and prospectus will be true and correct when such reg-
istration statement becomes effective; and that neither any registration
statement nor any prospectus when such registration statement becomes
effective will include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading. The Fund may but shall not be
obligated to propose from time to time such amendment or amendments to any
registration statement and such supplement or supplements to any prospec-
tus as, in the light of future developments, may, in the opinion of the
Fund's counsel, be necessary or advisable. If the Fund shall not propose
such amendment or amendments and/or supplement or supplements within
fifteen days after receipt by the Fund of a written request from you to do
so, you may, at your option, terminate this agreement or decline to make
offers of the Fund's securities until such amendments are made. The Fund
shall not file any amendment to any registration statement or supplement
to any prospectus without giving you reasonable notice thereof in advance;
provided, however, that nothing contained in this agreement shall in any
way limit the Fund's right to file at any time such amendments to any reg-
istration statement and/or supplements to any prospectus, of whatever
character, as the Fund may deem advisable, such right being in all
respects absolute and unconditional.
1.9 The Fund authorizes you to use any prospectus in the
form furnished to you from time to time, in connection with the sale of
Shares. The Fund agrees to indemnify, defend and hold you, your several
officers and directors, and any person who controls you within the meaning
of Section 15 of the Securities Act of 1933, as amended, free and harmless
from and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which
you, your officers and directors, or any such controlling person, may
incur under the Securities Act of 1933, as amended, or under common law or
otherwise, arising out of or based upon any untrue statement, or alleged
untrue statement, of a material fact contained in any registration state-
ment or any prospectus or arising out of or based upon any omission, or
alleged omission, to state a material fact required to be stated in either
any registration statement or any prospectus or necessary to make the
statements in either thereof not misleading; provided, however, that the
Fund's agreement to indemnify you, your officers or directors, and any
such controlling person shall not be deemed to cover any claims, demands,
liabilities or expenses arising out of any untrue statement or alleged
untrue statement or omission or alleged omission made in any registration
statement or prospectus in reliance upon and in conformity with written
information furnished to the Fund by you specifically for use in the
preparation thereof. The Fund's agreement to indemnify you, your officers
and directors, and any such controlling person, as aforesaid, is expressly
conditioned upon the Fund's being notified of any action brought against
you, your officers or directors, or any such controlling person, such
notification to be given by letter or by telegram addressed to the Fund at
its address set forth above within ten days after the summons or other
first legal process shall have been served. The failure so to notify the
Fund of any such action shall not relieve the Fund from any liability
which the Fund may have to the person against whom such action is brought
by reason of any such untrue, or alleged untrue, statement or omission, or
alleged omission, otherwise than on account of the Fund's indemnity agree-
ment contained in this paragraph 1.9. The Fund will be entitled to assume
the defense of any suit brought to enforce any such claim, demand or
liability, but, in such case, such defense shall be conducted by counsel
of good standing chosen by the Fund and approved by you. In the event the
Fund elects to assume the defense of any such suit and retain counsel of
good standing approved by you, the defendant or defendants in such suit
shall bear the fees and expenses of any additional counsel retained by any
of them; but in case the Fund does not elect to assume the defense of any
such suit, or in case you do not approve of counsel chosen by the Fund,
the Fund will reimburse you, your officers and directors, or the control-
ling person or persons named as defendant or defendants in such suit, for
the fees and expenses of any counsel retained by you or them. The Fund's
indemnification agreement contained in this paragraph 1.9 and the Fund's
representations and warranties in this agreement shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of you, your officers and directors, or any controlling person, and
shall survive the delivery of any Shares. This agreement of indemnity
will inure exclusively to your benefit, to the benefit of your several
officers and directors, and their respective estates, and to the benefit
of any controlling persons and their successors. The Fund agrees promptly
to notify you of the commencement of any litigation or proceedings against
the Fund or any of its officers or Board members in connection with the
issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund, its
several officers and Board members, and any person who controls the Fund
within the meaning of Section 15 of the Securities Act of 1933, as
amended, free and harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or defending
such claims, demands or liabilities and any counsel fees incurred in con-
nection therewith) which the Fund, its officers or Board members, or any
such controlling person, may incur under the Securities Act of 1933, as
amended, or under common law or otherwise, but only to the extent that
such liability or expense incurred by the Fund, its officers or Board
members, or such controlling person resulting from such claims or demands,
shall arise out of or be based upon any untrue, or alleged untrue, state-
ment of a material fact contained in information furnished in writing by
you to the Fund specifically for use in the Fund's registration statement
and used in the answers to any of the items of the registration statement
or in the corresponding statements made in the prospectus, or shall arise
out of or be based upon any omission, or alleged omission, to state a
material fact in connection with such information furnished in writing by
you to the Fund and required to be stated in such answers or necessary to
make such information not misleading. Your agreement to indemnify the
Fund, its officers and Board members, and any such controlling person, as
aforesaid, is expressly conditioned upon your being notified of any action
brought against the Fund, its officers or Board members, or any such
controlling person, such notification to be given by letter or telegram
addressed to you at your address set forth above within ten days after the
summons or other first legal process shall have been served. You shall
have the right to control the defense of such action, with counsel of your
own choosing, satisfactory to the Fund, if such action is based solely
upon such alleged misstatement or omission on your part, and in any other
event the Fund, its officers or Board members, or such controlling person
shall each have the right to participate in the defense or preparation of
the defense of any such action. The failure so to notify you of any such
action shall not relieve you from any liability which you may have to the
Fund, its officers or Board members, or to such controlling person by
reason of any such untrue, or alleged untrue, statement or omission, or
alleged omission, otherwise than on account of your indemnity agreement
contained in this paragraph 1.10. This agreement of indemnity will inure
exclusively to the Fund's benefit, to the benefit of the Fund's officers
and Board members, and their respective estates, and to the benefit of any
controlling persons and their successors.
You agree promptly to notify the Fund of the commencement of any
litigation or proceedings against you or any of your officers or directors
in connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the Fund
under any of the provisions of this agreement and no orders for the
purchase or sale of such Shares hereunder shall be accepted by the Fund if
and so long as the effectiveness of the registration statement then in
effect or any necessary amendments thereto shall be suspended under any of
the provisions of the Securities Act of 1933, as amended, or if and so
long as a current prospectus as required by Section 10 of said Act, as
amended, is not on file with the Securities and Exchange Commission;
provided, however, that nothing contained in this paragraph 1.11 shall in
any way restrict or have an application to or bearing upon the Fund's
obligation to repurchase any Shares from any shareholder in accordance
with the provisions of the Fund's prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in writing:
(a) of any request by the Securities and Exchange Com
mission for amendments to the registration statement or
prospectus then in effect or for additional information;
(b) in the event of the issuance by the Securities and
Exchange Commission of any stop order suspending the
effectiveness of the registration statement or prospectus
then in effect or the initiation of any proceeding for that
purpose;
(c) of the happening of any event which makes untrue
any statement of a material fact made in the registration
statement or prospectus then in effect or which requires
the making of a change in such registration statement or
prospectus in order to make the statements therein not
misleading; and
(d) of all actions of the Securities and Exchange
Commission with respect to any amendments to any registra
tion statement or prospectus which may from time to time be
filed with the Securities and Exchange Commission.
2. Offering Price
Shares of any class of the Fund offered for sale by you
shall be offered for sale at a price per share (the "offering price")
approximately equal to (a) their net asset value (determined in the manner
set forth in the Fund's charter documents) plus (b) a sales charge, if any
and except to those persons set forth in the then-current prospectus,
which shall be the percentage of the offering price of such Shares as set
forth in the Fund's then-current prospectus. The offering price, if not
an exact multiple of one cent, shall be adjusted to the nearest cent. In
addition, Shares of any class of the Fund offered for sale by you may be
subject to a contingent deferred sales charge as set forth in the Fund's
then-current prospectus. You shall be entitled to receive any sales
charge or contingent deferred sales charge in respect of the Shares. Any
payments to dealers shall be governed by a separate agreement between you
and such dealer and the Fund's then-current prospectus.
3. Term
This agreement shall continue until the date (the
"Reapproval Date") set forth on Exhibit A hereto (and, if the Fund has
Series, a separate Reapproval Date shall be specified on Exhibit A for
each Series), and thereafter shall continue automatically for successive
annual periods ending on the day (the "Reapproval Day") of each year set
forth on Exhibit A hereto, provided such continuance is specifically
approved at least annually by (i) the Fund's Board or (ii) vote of a
majority (as defined in the Investment Company Act of 1940) of the Shares
of the Fund or the relevant Series, as the case may be, provided that in
either event its continuance also is approved by a majority of the Board
members who are not "interested persons" (as defined in said Act) of any
party to this agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval. This agreement is terminable
without penalty, on 60 days' notice, by vote of holders of a majority of
the Fund's or, as to any relevant Series, such Series' outstanding voting
securities or by the Fund's Board as to the Fund or the relevant Series,
as the case may be. This agreement is terminable by you, upon 270 days'
notice, effective on or after the fifth anniversary of the date hereof.
This agreement also will terminate automatically, as to the Fund or
relevant Series, as the case may be, in the event of its assignment (as
defined in said Act).
4. Exclusivity
So long as you act as the distributor of Shares, you shall
not perform any services for any entity other than investment companies
advised or administered by The Dreyfus Corporation. The Fund acknowledges
that the persons employed by you to assist in the performance of your
duties under this agreement may not devote their full time to such service
and nothing contained in this agreement shall be deemed to limit or
restrict your or any of your affiliates right to engage in and devote time
and attention to other businesses or to render services of whatever kind
or nature.
Please confirm that the foregoing is in accordance with
your understanding and indicate your acceptance hereof by signing below,
whereupon it shall become a binding agreement between us.
Very truly yours,
DREYFUS GLOBAL INVESTING, INC.
By: _______________________________
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
By:________________________
EXHIBIT A
Reapproval Date Reapproval Day
December 20, 1995 December 20th
APPENDIX B
TO BANK AFFILIATED BROKER-DEALER AGREEMENT
FORM OF SHAREHOLDER SERVICES AGREEMENT
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, MA 02109
Gentlemen:
We wish to enter into an Agreement with you for servicing shareholders
of, and administering shareholder accounts in, certain mutual fund(s)
managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates (hereinafter referred to individually as the
"Fund" and collectively as the "Funds"). You are the principal underwriter
as defined in the Investment Company Act of 1940, as amended (the "Act"),
and the exclusive agent for the continuous distribution of shares of the
Funds.
The terms and conditions of this Agreement are as follows:
1. We agree to provide shareholder and administrative services for our
clients who own shares of the Funds ("clients"), which services may
include, without limitation: assisting clients in changing dividend options,
account designations and addresses; performing sub-accounting;
establishing and maintaining shareholder accounts and records; processing
purchase and redemption transactions; providing periodic statements
and/or reports showing a client's account balance and integrating such
statements with those of other transactions and balances in the client's
other accounts serviced by us; arranging for bank wires; and providing
such other information and services as you reasonably may request, to the
extent we are permitted by applicable statute, rule or regulation. In this
regard, if we are a subsidiary or affiliate of a federally chartered and
supervised bank or other banking organization, you recognize that we may
be subject to the provisions of the Glass-Steagall Act and other laws,
rules, regulations or requirements governing, among other things, the
conduct of our activities. As such, we are restricted in the activities we
may undertake and for which we may be paid and, therefore, intend to
perform only those activities as are consistent with our statutory and
regulatory obligations. We represent and warrant to, and agree with you,
that the compensation payable to us hereunder, together with any other
compensation payable to us by clients in connection with the investment
of their assets in shares of the Funds, will be properly disclosed by us to
our clients, will be authorized by our clients and will not result in an
excessive or unauthorized fee to us.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in our business, or all or any
personnel employed by us) as is necessary or beneficial for providing
information and services to each Fund's shareholders, and to assist you in
servicing accounts of clients. We shall transmit promptly to clients all
communications sent to us for transmittal to clients by or on behalf of
you, any Fund, or any Fund's investment adviser, custodian or transfer or
dividend disbursing agent. We agree that in the event an issue pertaining
to a Fund's Shareholder Services Plan is submitted for shareholder
approval, we will vote any Fund shares held for our own account in the
same proportion as the vote of those shares held for our clients' accounts.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Fund,
except those contained in the then current Prospectus for such Fund,
copies of which will be supplied by you to us in reasonable quantities upon
request. If we are a subsidiary or an affiliate of a federally supervised
bank or thrift institution, we agree that in providing services hereunder
we shall at all times act in compliance with the Interagency Statement on
Retail Sales of Nondeposit Investment Products issued by The Board of
Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the Office of the Comptroller of the Currency, and the Office
of Thrift Supervision (February 15, 1994) or any successor interagency
requirements as in force at the time such services are provided. We shall
have no authority to act as agent for the Funds or for you.
4. You reserve the right, at your discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of
the Funds.
5. We acknowledge that this Agreement shall become effective for a
Fund only when approved by vote of a majority of (i) the Fund's Board of
Directors or Trustees or Managing General Partners, as the case may be
(collectively "Directors," individually "Director"), and (ii) Directors who
are not "interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in this Agreement, cast in person at a
meeting called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. Such continuance must be approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and
(ii) Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. This Agreement is terminable without penalty, at
any time, by a majority of the Fund's Directors who are not "interested
persons" (as defined in the Act) and have no direct or indirect financial
interest in this Agreement. This Agreement is terminable without penalty
upon 15 days' notice by either party. In addition, you may terminate this
Agreement as to any or all Funds immediately, without penalty, if the
present investment adviser of such Fund(s) ceases to serve the Fund(s) in
such capacity, or if you cease to act as distributor of such Fund(s).
Notwithstanding anything contained herein, if we fail to perform the
shareholder servicing and administrative functions contemplated herein
by you as to any or all of the Funds, this Agreement shall be terminable
effective upon receipt of notice thereof by us. This Agreement also shall
terminate automatically in the event of its assignment (as defined in the
Act).
7. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay to us, the fees
described as payable to us in each Fund's Shareholder Services Plan and
Prospectus and related Statement of Additional Information. We
understand that any payments pursuant to this Agreement shall be paid
only so long as this Agreement and such Plan are in effect. We agree that
no Director, officer or shareholder of the Fund shall be liable individually
for the performance of the obligations hereunder or for any such payments.
8. We agree to provide to you and each applicable Fund such information
relating to our services hereunder as may be required to be maintained by
you and/or such Fund under applicable federal or state laws, and the rules,
regulations, requirements or conditions of applicable regulatory and self-
regulatory agencies or authorities.
9. This Agreement shall not constitute either party the legal
representative of the other, nor shall either party have the right or
authority to assume, create or incur any liability or any obligation of any
kind, express or implied, against or in the name of or on behalf of the
other party.
10. All notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or
by postage prepaid, registered or certified United States first class mail,
return receipt requested, or by telecopier, telex, telegram or similar
means of same day delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices to you shall be
given or sent to you at One Exchange Place, Tenth Floor, Boston, MA 02109
Attention: President (with a copy to the same address, Attention: General
Counsel), and all notices to us shall be given or sent to us at our address
which shall be furnished to you in writing on or before the effective date
of this Agreement.
11. This Agreement shall be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of
conflict of laws.
APPENDIX C
TO BANK AFFILIATED BROKER-DEALER AGREEMENT
FORM OF DISTRIBUTION PLAN AGREEMENT
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, MA 02109
Gentlemen:
We wish to enter into an Agreement with you with respect to our
providing distribution assistance relating to shares of certain mutual
fund(s) managed, advised or administered by The Dreyfus Corporation or
its subsidiaries or affiliates (hereinafter referred to individually as the
"Fund" and collectively as the "Funds"). You are the principal underwriter
as defined in the Investment Company Act of 1940, as amended (the "Act"),
and the exclusive agent for the continuous distribution of shares of the
Funds.
The terms and conditions of this Agreement are as follows:
1. We agree to provide distribution assistance in connection with the
sale of shares of the Funds. In this regard, if we are a subsidiary or
affiliate of a federally chartered and supervised bank or other banking
organization, you recognize that we may be subject to the provisions of
the Glass-Steagall Act and other laws, rules, regulations or requirements
governing, among other things, the conduct of our activities. As such, we
are restricted in the activities we may undertake and for which we may be
paid and, therefore, intend to perform only those activities as are
consistent with our statutory and regulatory obligations. We represent and
warrant to, and agree with you, that the compensation payable to us
hereunder, together with any other compensation payable to us by clients
in connection with the investment of their assets in shares of the Funds,
will be properly disclosed by us to our clients.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in our business, or all or any
personnel employed by us) as is necessary or beneficial for providing
services hereunder. We shall transmit promptly to clients all
communications sent to us for transmittal to clients by or on behalf of
you, any Fund, or any Fund's investment adviser, custodian or transfer or
dividend disbursing agent.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Fund,
except those contained in the then current Prospectus for such Fund,
copies of which will be supplied by you to us in reasonable quantities upon
request. If we are a subsidiary or an affiliate of a federally supervised
bank or thrift institution, we agree that in providing services hereunder
we shall at all times act in compliance with the Interagency Statement on
Retail Sales of Nondeposit Investment Products issued by The Board of
Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the Office of the Comptroller of the Currency, and the Office
of Thrift Supervision (February 15, 1994) or any successor interagency
requirements as in force at the time such services are provided. We shall
have no authority to act as agent for the Funds or for you.
4. You reserve the right, at your discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of
the Funds.
5. We acknowledge that this Agreement shall become effective for a
Fund only when approved by vote of a majority of (i) the Fund's Board of
Directors or Trustees or Managing General Partners, as the case may be
(collectively "Directors," individually "Director"), and (ii) Directors who
are not "interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in this Agreement, cast in person at a
meeting called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. Such continuance must be approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and
(ii) Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. This Agreement is terminable without penalty, at
any time, by a majority of the Fund's Directors who are not "interested
persons" (as defined in the Act) and have no direct or indirect financial
interest in this Agreement or, upon not more than 60 days' written notice,
by vote of holders of a majority of the Fund's shares. This Agreement is
terminable without penalty upon 15 days' notice by either party. In
addition, you may terminate this Agreement as to any or all Funds
immediately, without penalty, if the present investment adviser of such
Fund(s) ceases to serve the Fund(s) in such capacity, or if you cease to act
as distributor of such Fund(s). Notwithstanding anything contained herein,
if we fail to perform the distribution functions contemplated herein by
you as to any or all of the Funds, this Agreement shall be terminable
effective upon receipt of notice thereof by us. This Agreement also shall
terminate automatically in the event of its assignment (as defined in the
Act).
7. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay to us, the fees
described as payable to us in each Fund's Distribution Plan adopted
pursuant to Rule 12b-1 under the Act, and Prospectus and related
Statement of Additional Information. We understand that any payments
pursuant to this Agreement shall be paid only so long as this Agreement
and such Plan are in effect. We agree that no Director, officer or
shareholder of the Fund shall be liable individually for the performance of
the obligations hereunder or for any such payments.
8. We agree to provide to you and each applicable Fund such information
relating to our services hereunder as may be required to be maintained by
you and/or such Fund under applicable federal or state laws, and the rules,
regulations, requirements or conditions of applicable regulatory and self-
regulatory agencies or authorities.
9. This Agreement shall not constitute either party the legal
representative of the other, nor shall either party have the right or
authority to assume, create or incur any liability or any obligation of any
kind, express or implied, against or in the name of or on behalf of the
other party.
10. All notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or
by postage prepaid, registered or certified United States first class mail,
return receipt requested, or by telecopier, telex, telegram or similar
means of same day delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices to you shall be
given or sent to you at One Exchange Place, Tenth Floor, Boston, MA 02109,
Attention: President (with a copy to the same address, Attention: General
Counsel), and all notices to us shall be given or sent to us at our address
which shall be furnished to you in writing on or before the effective date
of this Agreement.
11. This Agreement shall be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of
conflict of laws.
APPENDIX B
TO BROKER-DEALER AGREEMENT
FORM OF SHAREHOLDER SERVICES AGREEMENT
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, MA 02109
Gentlemen:
We wish to enter into an Agreement with you for servicing shareholders
of, and administering shareholder accounts in, certain mutual fund(s)
managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates (hereinafter referred to individually as the
"Fund" and collectively as the "Funds"). You are the principal underwriter
as defined in the Investment Company Act of 1940, as amended (the "Act"),
and the exclusive agent for the continuous distribution of shares of the
Funds.
The terms and conditions of this Agreement are as follows:
1. We agree to provide shareholder and administrative services for our
clients who own shares of the Funds ("clients"), which services may
include, without limitation: assisting clients in changing dividend options,
account designations and addresses; performing sub-accounting;
establishing and maintaining shareholder accounts and records; processing
purchase and redemption transactions; providing periodic statements
and/or reports showing a client's account balance and integrating such
statements with those of other transactions and balances in the client's
other accounts serviced by us; arranging for bank wires; and providing
such other information and services as you reasonably may request, to the
extent we are permitted by applicable statute, rule or regulation. We
represent and warrant to, and agree with you, that the compensation
payable to us hereunder, together with any other compensation payable to
us by clients in connection with the investment of their assets in shares
of the Funds, will be properly disclosed by us to our clients, will be
authorized by our clients and will not result in an excessive or
unauthorized fee to us. We will act solely as agent for, upon the order of,
and for the account of, our clients.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in our business, or all or any
personnel employed by us) as is necessary or beneficial for providing
information and services to each Fund's shareholders, and to assist you in
servicing accounts of clients. We shall transmit promptly to clients all
communications sent to us for transmittal to clients by or on behalf of
you, any Fund, or any Fund's investment adviser, custodian or transfer or
dividend disbursing agent. We agree that in the event an issue pertaining
to a Fund's Shareholder Services Plan is submitted for shareholder
approval, we will vote any Fund shares held for our own account in the
same proportion as the vote of those shares held for our client's accounts.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Fund,
except those contained in the then current Prospectus for such Fund,
copies of which will be supplied by you to us in reasonable quantities upon
request. We shall have no authority to act as agent for the Funds or for
you.
4. You reserve the right, at your discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of
the Funds.
5. We acknowledge that this Agreement shall become effective for a
Fund only when approved by vote of a majority of (i) the Fund's Board of
Directors or Trustees or Managing General Partners, as the case may be
(collectively "Directors," individually "Director"), and (ii) Directors who
are not "interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in this Agreement, cast in person at a
meeting called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. Such continuance must be approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and
(ii) Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. This Agreement is terminable without penalty, at
any time, by a majority of the Fund's Directors who are not "interested
persons" (as defined in the Act) and have no direct or indirect financial
interest in this Agreement. This Agreement is terminable without penalty
upon 15 days' notice by either party. In addition, you may terminate this
Agreement as to any or all Funds immediately, without penalty, if the
present investment adviser of such Fund(s) ceases to serve the Fund(s) in
such capacity, or if you cease to act as distributor of such Fund(s).
Notwithstanding anything contained herein, if we fail to perform the
shareholder servicing and administrative functions contemplated herein
by you as to any or all of the Funds, this Agreement shall be terminable
effective upon receipt of notice thereof by us. This Agreement also shall
terminate automatically in the event of its assignment (as defined in the
Act).
7. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay to us, the fees
described as payable to us in each Fund's Shareholder Services Plan and
Prospectus and related Statement of Additional Information. We
understand that any payments pursuant to this Agreement shall be paid
only so long as this Agreement and such Plan are in effect. We agree that
no Director, officer or shareholder of the Fund shall be liable individually
for the performance of the obligations hereunder or for any such payments.
8. We agree to provide to you and each applicable Fund such information
relating to our services hereunder as may be required to be maintained by
you and/or such Fund under applicable federal or state laws, and the rules,
regulations, requirements or conditions of applicable regulatory and self-
regulatory agencies or authorities.
9. This Agreement shall not constitute either party the legal
representative of the other, nor shall either party have the right or
authority to assume, create or incur any liability or any obligation of any
kind, express or implied, against or in the name of or on behalf of the
other party.
10. All notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or
by postage prepaid, registered or certified United States first class mail,
return receipt requested, or by telex, telecopier, telegram or similar
means of same day delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices to you shall be
given or sent to you at One Exchange Place, Tenth Floor, Boston, MA 02109,
Attention: President (with a copy to the same address, Attention: General
Counsel), and all notices to us shall be given or sent to us at our address
which shall be furnished to you in writing on or before the effective date
of this Agreement.
11. This Agreement shall be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of
conflict of laws.
APPENDIX C
TO BROKER-DEALER AGREEMENT
FORM OF DISTRIBUTION PLAN AGREEMENT
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, MA 02109
Gentlemen:
We wish to enter into an Agreement with you with respect to our
providing distribution assistance relating to shares of certain mutual
fund(s) managed, advised or administered by The Dreyfus Corporation or
its subsidiaries or affiliates (hereinafter referred to individually as the
"Fund" and collectively as the "Funds"). You are the principal underwriter
as defined in the Investment Company Act of 1940, as amended (the "Act"),
and the exclusive agent for the continuous distribution of shares of the
Funds.
The terms and conditions of this Agreement are as follows:
1. We agree to provide distribution assistance in connection with the
sale of shares of the Funds. We represent and warrant to, and agree with
you, that the compensation payable to us hereunder, together with any
other compensation payable to us by clients in connection with the
investment of their assets in shares of the Funds, will be properly
disclosed by us to our clients.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in our business, or all or any
personnel employed by us) as is necessary or beneficial for providing
services hereunder. We shall transmit promptly to clients all
communications sent to us for transmittal to clients by or on behalf of
you, any Fund, or any Fund's investment adviser, custodian or transfer or
dividend disbursing agent.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Fund,
except those contained in the then current Prospectus for such Fund,
copies of which will be supplied by you to us in reasonable quantities upon
request. We shall have no authority to act as agent for the Funds or for
you.
4. You reserve the right, at your discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of
the Funds.
5. We acknowledge that this Agreement shall become effective for a
Fund only when approved by vote of a majority of (i) the Fund's Board of
Directors or Trustees or Managing General Partners, as the case may be
(collectively "Directors," individually "Director"), and (ii) Directors who
are not "interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in this Agreement, cast in person at a
meeting called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. Such continuance must be approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and
(ii) Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. This Agreement is terminable without penalty, at
any time, by a majority of the Fund's Directors who are not "interested
persons" (as defined in the Act) and have no direct or indirect financial
interest in this Agreement, or upon not more than 60 days' written notice,
by vote of holders of a majority of the Fund's shares. This Agreement is
terminable without penalty upon 15 days' notice by either party. In
addition, you may terminate this Agreement as to any or all Funds
immediately, without penalty, if the present investment adviser of such
Fund(s) ceases to serve the Fund(s) in such capacity, or if you cease to act
as distributor of such Fund(s). Notwithstanding anything contained herein,
if we fail to perform the distribution functions contemplated herein by
you as to any or all of the Funds, this Agreement shall be terminable
effective upon receipt of notice thereof by us. This Agreement also shall
terminate automatically in the event of its assignment (as defined in the
Act).
7. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay to us, the fees
described as payable to us in each Fund's Distribution Plan adopted
pursuant to Rule 12b-1 under the Act, and Prospectus and related
Statement of Additional Information. We understand that any payments
pursuant to this Agreement shall be paid only so long as this Agreement
and such Plan are in effect. We agree that no Director, officer or
shareholder of the Fund shall be liable individually for the performance of
the obligations hereunder or for any such payments.
8. We agree to provide to you and each applicable Fund such information
relating to our services hereunder as may be required to be maintained by
you and/or such Fund under applicable federal or state laws, and the rules,
regulations, requirements or conditions of applicable regulatory and self-
regulatory agencies or authorities.
9. This Agreement shall not constitute either party the legal
representative of the other, nor shall either party have the right or
authority to assume, create or incur any liability or any obligation of any
kind, express or implied, against or in the name of or on behalf of the
other party.
10. All notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or
by postage prepaid, registered or certified United States first class mail,
return receipt requested, or by telecopier, telex, telegram or similar
means of same day delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices to you shall be
given or sent to you at One Exchange Place, Tenth Floor, Boston, MA 02109,
Attention: President (with a copy to the same address, Attention: General
Counsel), and all notices to us shall be given or sent to us at our address
which shall be furnished to you in writing on or before the effective date
of this Agreement.
11. This Agreement shall be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of
conflict of laws.
APPENDIX B
TO BANK AGREEMENT
FORM OF SHAREHOLDER SERVICES AGREEMENT
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, MA 02109
Gentlemen:
We wish to enter into an Agreement with you for servicing shareholders
of, and administering shareholder accounts in, certain mutual fund(s)
managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates (hereinafter referred to individually as the
"Fund" and collectively as the "Funds"). You are the principal underwriter
as defined in the Investment Company Act of 1940, as amended (the "Act"),
and the exclusive agent for the continuous distribution of shares of the
Funds.
The terms and conditions of this Agreement are as follows:
1. We agree to provide shareholder and administrative services for our
clients who own shares of the Funds ("clients"), which services may
include, without limitation: assisting clients in changing dividend options,
account designations and addresses; performing sub-accounting;
establishing and maintaining shareholder accounts and records; processing
purchase and redemption transactions; providing periodic statements
and/or reports showing a client's account balance and integrating such
statements with those of other transactions and balances in the client's
other accounts serviced by us; arranging for bank wires; and providing
such other information and services as you reasonably may request, to the
extent we are permitted by applicable statute, rule or regulation. In this
regard, if we are a federally chartered and supervised bank or other
banking organization, you recognize that we may be subject to the
provisions of the Glass-Steagall Act and other laws, rules, regulations, or
requirements governing, among other things, the conduct of our activities.
As such, we are restricted in the activities we may undertake and for
which we may be paid and, therefore, intend to perform only those
activities as are consistent with our statutory and regulatory obligations.
We represent and warrant to, and agree with you, that the compensation
payable to us hereunder, together with any other compensation payable to
us by clients in connection with the investment of their assets in shares
of the Funds, will be properly disclosed by us to our clients, will be
authorized by our clients and will not result in an excessive or
unauthorized fee to us.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in our business, or all or any
personnel employed by us) as is necessary or beneficial for providing
information and services to each Fund's shareholders, and to assist you in
servicing accounts of clients. We shall transmit promptly to clients all
communications sent to us for transmittal to clients by or on behalf of
you, any Fund, or any Fund's investment adviser, custodian or transfer or
dividend disbursing agent. We agree that in the event an issue pertaining
to a Fund's Shareholder Services Plan is submitted for shareholder
approval, we will vote any Fund shares held for our own account in the
same proportion as the vote of those shares held for our clients' accounts.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Fund,
except those contained in the then current Prospectus for such Fund,
copies of which will be supplied by you to us in reasonable quantities upon
request. If we are a federally supervised bank or thrift institution, we
agree that, in providing services hereunder, we shall at all times act in
compliance with the Interagency Statement on Retail Sales of Nondeposit
Investment Products issued by The Board of Governors of the Federal
Reserve System, the Federal Deposit Insurance Corporation, the Office of
the Comptroller of the Currency, and the Office of Thrift Supervision
(February 15, 1994) or any successor interagency requirements as in force
at the time such services are provided. We shall have no authority to act
as agent for the Funds or for you.
4. You reserve the right, at your discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of
the Funds.
5. We acknowledge that this Agreement shall become effective for a
Fund only when approved by vote of a majority of (i) the Fund's Board of
Directors or Trustees or Managing General Partners, as the case may be
(collectively "Directors," individually "Director"), and (ii) Directors who
are not "interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in this Agreement, cast in person at a
meeting called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. Such continuance must be approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and
(ii) Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. This Agreement is terminable without penalty, at
any time, by a majority of the Fund's Directors who are not "interested
persons" (as defined in the Act) and have no direct or indirect financial
interest in this Agreement. This Agreement is terminable without penalty
upon 15 days' notice by either party. In addition, you may terminate this
Agreement as to any or all Funds immediately, without penalty, if the
present investment adviser of such Fund(s) ceases to serve the Fund(s) in
such capacity, or if you cease to act as distributor of such Fund(s).
Notwithstanding anything contained herein, if we fail to perform the
shareholder servicing and administrative functions contemplated herein
by you as to any or all of the Funds, this Agreement shall be terminable
effective upon receipt of notice thereof by us. This Agreement also shall
terminate automatically in the event of its assignment (as defined in the
Act).
7. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay to us, the fees
described as payable to us in each Fund's Shareholder Services Plan and
Prospectus and related Statement of Additional Information. We
understand that any payments pursuant to this Agreement shall be paid
only so long as this Agreement and such Plan are in effect. We agree that
no Director, officer or shareholder of the Fund shall be liable individually
for the performance of the obligations hereunder or for any such payments.
8. We agree to provide to you and each applicable Fund such information
relating to our services hereunder as may be required to be maintained by
you and/or such fund under applicable federal or state laws, and the rules,
regulations, requirements or conditions of applicable regulatory and self-
regulatory agencies or authorities.
9. This Agreement shall not constitute either party the legal
representative of the other, nor shall either party have the right or
authority to assume, create or incur any liability or any obligation of any
kind, express or implied, against or in the name of or on behalf of the
other party.
10. All notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or
by postage prepaid, registered or certified United States first class mail,
return receipt requested, or by telecopier, telex, telegram or similar
means of same day delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices to you shall be
given or sent to you at One Exchange Place, Tenth Floor, Boston, MA 02109,
Attention: President (with a copy to the same address, Attention: General
Counsel), and all notices to us shall be given or sent to us at our address
which shall be furnished to you in writing on or before the effective date
of this Agreement.
11. This Agreement shall be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of
conflict of laws.
APPENDIX C
TO BANK AGREEMENT
FORM OF DISTRIBUTION PLAN AGREEMENT
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, MA 02109
Gentlemen:
We wish to enter into an Agreement with you with respect to our
providing distribution assistance relating to shares of certain mutual
fund(s) managed, advised or administered by The Dreyfus Corporation or
its subsidiaries or affiliates (hereinafter referred to individually as the
"Fund" and collectively as the "Funds"). You are the principal underwriter
as defined in the Investment Company Act of 1940, as amended (the "Act"),
and the exclusive agent for the continuous distribution of shares of the
Funds.
The terms and conditions of this Agreement are as follows:
1. We agree to provide distribution assistance in connection with the
sale of the shares of the Funds. In this regard, if we are a federally
chartered and supervised bank or other banking organization, you recognize
that we may be subject to the provisions of the Glass-Steagall Act and
other laws, rules, regulations or requirements governing, among other
things, the conduct of our activities. As such, we are restricted in the
activities we may undertake and for which we may be paid and, therefore,
intend to perform only those activities as are consistent with our
statutory and regulatory obligations. We represent and warrant to, and
agree with you, that the compensation payable to us hereunder, together
with any other compensation payable to us by clients in connection with
the investment of their assets in shares of the Funds, will be properly
disclosed by us to our clients.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in our business, or all or any
personnel employed by us) as is necessary or beneficial for providing
services hereunder. We shall transmit promptly to clients all
communications sent to us for transmittal to clients by or on behalf of
you, any Fund, or any Fund's investment adviser, custodian or transfer or
dividend disbursing agent.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Fund,
except those contained in the then current Prospectus for such Fund,
copies of which will be supplied by you to us in reasonable quantities upon
request. If we are a federally supervised bank or thrift institution, we
agree that, in providing services hereunder, we shall at all times act in
compliance with the Interagency Statement on Retail Sales of Nondeposit
Investment Products issued by The Board of Governors of the Federal
Reserve System, the Federal Deposit Insurance Corporation, the Office of
the Comptroller of the Currency, and the Office of Thrift Supervision
(February 15, 1994) or any successor interagency requirements as in force
at the time such services are provided. We shall have no authority to act
as agent for the Funds or for you.
4. You reserve the right, at your discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of
the Funds.
5. We acknowledge that this Agreement shall become effective for a
Fund only when approved by vote of a majority of (i) the Fund's Board of
Directors or Trustees or Managing General Partners, as the case may be
(collectively "Directors," individually "Director"), and (ii) Directors who
are not "interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in this Agreement, cast in person at a
meeting called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. Such continuance must be approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and
(ii) Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. This Agreement is terminable without penalty, at
any time, by a majority of the Fund's Directors who are not "interested
persons" (as defined in the Act) and have no direct or indirect financial
interest in this Agreement or, upon not more than 60 days' written notice,
by vote of holders of a majority of the Fund's shares. This Agreement is
terminable without penalty upon 15 days' notice by either party. In
addition, you may terminate this Agreement as to any or all Funds
immediately, without penalty, if the present investment adviser of such
Fund(s) ceases to serve the Fund(s) in such capacity, or if you cease to act
as distributor of such Fund(s). Notwithstanding anything contained herein,
if we fail to perform the distribution functions contemplated herein by
you as to any or all of the Funds, this Agreement shall be terminable
effective upon receipt of notice thereof by us. This Agreement also shall
terminate automatically in the event of its assignment (as defined in the
Act).
7. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay to us, the fees
described as payable to us in each Fund's Distribution Plan adopted
pursuant to Rule 12b-1 under the Act, and Prospectus and related
Statement of Additional Information. We understand that any payments
pursuant to this Agreement shall be paid only so long as this Agreement
and such Plan are in effect. We agree that no Director, officer or
shareholder of the Fund shall be liable individually for the performance of
the obligations hereunder or for any such payments.
8. We agree to provide to you and each applicable Fund such information
relating to our services hereunder as may be required to be maintained by
you and/or such Fund under applicable federal or state laws, and the rules,
regulations, requirements or conditions of applicable regulatory and self-
regulatory agencies or authorities.
9. This Agreement shall not constitute either party the legal
representative of the other, nor shall either party have the right or
authority to assume, create or incur any liability or any obligation of any
kind, express or implied, against or in the name of or on behalf of the
other party.
10. All notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or
by postage prepaid, registered or certified United States first class mail,
return receipt requested, or by telecopier, telex, telegram or similar
means of same day delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices to you shall be
given or sent to you at One Exchange Place, Tenth Floor, Boston, MA 02109,
Attention: President (with a copy to the same address, Attention: General
Counsel), and all notices to us shall be given or sent to us at our address
which shall be furnished to you in writing on or before the effective date
of this Agreement.
11. This Agreement shall be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of
conflict of laws.
CUSTODY AGREEMENT
Custody Agreement made as of December 20, 1991 between
DREYFUS GLOBAL INVESTING, INC., a corporation organized and existing under
the laws of the State of Maryland, having its principal office and place
of business at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144
(hereinafter called the "Fund"), and THE BANK OF NEW YORK, a New York
corporation authorized to do a banking business, having its principal
office and place of business at 110 Washington Street, New York, New York
10286 (hereinafter called the "Custodian").
W I T N E S S E T H :
that for and in consideration of the mutual promises hereinafter set forth
the Fund and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:
1. "Authorized Person" shall be deemed to include the
Treasurer, the Controller or any other person, whether or not any such
person is an Officer or employee of the Fund, duly authorized by the
Directors of the Fund to give Oral Instructions and Written Instructions
on behalf of the Fund and listed in the Certificate annexed hereto as
Appendix A or such other Certificate as may be received by the Custodian
from time to time.
2. "Available Balance" shall mean for any given day during
a calendar year the aggregate amount of Federal Funds held in the Fund's
custody account(s) at The Bank of New York, or its successors, as of the
close of such day or, if such day is not a business day, the close of the
preceding business day.
3. "Bankruptcy" shall mean with respect to a party such
party's making a general assignment, arrangement or composition with or
for the benefit of its creditors, or instituting or having instituted
against it a proceeding seeking a judgment of insolvency or bankruptcy or
the entry of an order for relief under the Federal bankruptcy law or any
other relief under any bankruptcy or insolvency law or other similar law
affecting creditors' rights, or if a petition is presented for the winding
up or liquidation of the party or a resolution is passed for its winding
up or liquidation, or it seeks, or becomes subject to, the appointment of
an administrator, receiver, trustee, custodian or other similar official
for it or for all or substantially all of its assets or its taking any
action in furtherance of, or indicating its consent to approval of, or
acquiescence in, any of the foregoing.
4. "Book-Entry System" shall mean the Federal Reserve/
Treasury book-entry system for United States and Federal agency
securities, its successor or successors and its nominee or nominees.
5. "Call Option" shall mean an exchange traded option with
respect to Securities other than Stock Index Options, Futures Contracts
and Futures Contract Options entitling the holder, upon timely exercise
and payment of the exercise price, as specified therein, to purchase from
the writer thereof the specified underlying Securities.
6. "Certificate" shall mean any notice, instruction, or
other instrument in writing, authorized or required by this Agreement to
be given to the Custodian, which is actually received by the Custodian and
signed on behalf of the Fund by any two Officers of the Fund.
7. "Clearing Member" shall mean a registered broker-dealer
which is a clearing member under the rules of O.C.C. and a member of a
national securities exchange qualified to act as a custodian for an
investment company, or any broker-dealer reasonably believed by the
Custodian to be such a clearing member.
8. "Collateral Account" shall mean a segregated account so
denominated and pledged to the Custodian as security for, and in
consideration of, the Custodian's issuance of (a) any Put Option guarantee
letter or similar document described in paragraph 8 of Article V herein,
or (b) any receipt described in Article V or VIII herein.
9. "Consumer Price Index" shall mean the U.S. Consumer
Price Index, all items and all urban consumers, U.S. city average l982-84
equals 100, as first published without seasonal adjustment by the Bureau
of Labor Statistics, the Department of Labor, without regard to subsequent
revisions or corrections by such Bureau.
10. "Covered Call Option" shall mean an exchange traded
option entitling the holder, upon timely exercise and payment of the
exercise price, as specified therein, to purchase from the writer thereof
the specified Securities (excluding Futures Contracts) which are owned by
the writer thereof and subject to appropriate restrictions.
11. "Depository" shall mean The Depository Trust Company
("DTC"), a clearing agency registered with the Securities and Exchange
Commission, its successor or successors and its nominee or nominees,
provided the Custodian has received a certified copy of a resolution of
the Fund's Directors specifically approving deposits in DTC. The term
"Depository" shall further mean and include any other person authorized to
act as a depository under the Investment Company Act of 1940, its
successor or successors and its nominee or nominees, specifically
identified in a certified copy of a resolution of the Fund's Directors
specifically approving deposits therein by the Custodian.
12. "Earnings Credit" shall mean for any given day during
a calendar year the product of (a) the Federal Funds Rate for such date
minus .25%, and (b) 82% of the Available Balance.
13. "Federal Funds" shall mean immediately available same
day funds.
14. "Federal Funds Rate" shall mean, for any day, the
Federal Funds (Effective) interest rate so denominated as published in
Federal Reserve Statistical Release H.15 (519) and applicable to such day
and each succeeding day which is not a business day.
15. "Financial Futures Contract" shall mean the firm
commitment to buy or sell fixed income securities, including, without
limitation, U.S. Treasury Bills, U.S. Treasury Notes, U.S. Treasury Bonds,
domestic bank certificates of deposit, and Eurodollar certificates of
deposit, during a specified month at an agreed upon price.
16. "Futures Contract" shall mean a Financial Futures
Contract and/or Stock Index Futures Contracts.
17. "Futures Contract Option" shall mean an option with
respect to a Futures Contract.
18. "Margin Account" shall mean a segregated account in
the name of a broker, dealer, futures commission merchant or Clearing
Member, or in the name of the Fund for the benefit of a broker, dealer,
futures commission merchant or Clearing Member, or otherwise, in
accordance with an agreement between the Fund, the Custodian and a broker,
dealer, futures commission merchant or Clearing Member (a "Margin Account
Agreement"), separate and distinct from the custody account, in which
certain Securities and/or money of the Fund shall be deposited and
withdrawn from time to time in connection with such transactions as the
Fund may from time to time determine. Securities held in the Book-Entry
System or the Depository shall be deemed to have been deposited in, or
withdrawn from, a Margin Account upon the Custodian's effecting an
appropriate entry on its books and records.
19. "Merger" shall mean (a) with respect to the Fund, the
consolidation or amalgamation with, merger into, or transfer of all or
substantially all of its assets to, another entity, where the Fund is not
the surviving entity, and (b) with respect to the Custodian, any
consolidation or amalgamation with, merger into, or transfer of all or
substantially all of its assets to, another entity, except for any such
consolidation, amalgamation, merger or transfer of assets between the
Custodian and The Bank of New York Company, Inc. or any subsidiary
thereof, or the Irving Bank Corporation or any subsidiary thereof,
provided that the surviving entity agrees to be bound by the terms of this
Agreement.
20. "Money Market Security" shall be deemed to include,
without limitation, debt obligations issued or guaranteed as to principal
and interest by the government of the United States or agencies or
instrumentalities thereof, commercial paper, certificates of deposit and
bankers' acceptances, repurchase and reverse repurchase agreements with
respect to the same and bank time deposits, where the purchase and sale of
such securities normally requires settlement in Federal funds on the same
date as such purchase or sale.
21. "O.C.C." shall mean Options Clearing Corporation, a
clearing agency registered under Section 17A of the Securities Exchange
Act of 1934, its successor or successors, and its nominee or nominees.
22. "Officers" shall be deemed to include the President,
any Vice President, the Secretary, the Treasurer, the Controller, any
Assistant Secretary, any Assistant Treasurer or any other person or
persons duly authorized by the Directors of the Fund to execute any
Certificate, instruction, notice or other instrument on behalf of the Fund
and listed in the Certificate annexed hereto as Appendix B or such other
Certificate as may be received by the Custodian from time to time.
23. "Option" shall mean a Call Option, Covered Call
Option, Stock Index Option and/or a Put Option.
24. "Oral Instructions" shall mean verbal instructions
actually received by the Custodian from an Authorized Person or from a
person reasonably believed by the Custodian to be an Authorized Person.
25. "Put Option" shall mean an exchange traded option with
respect to Securities other than Stock Index Options, Futures Contracts,
and Futures Contract Options entitling the holder, upon timely exercise
and tender of the specified underlying Securities, to sell such Securities
to the writer thereof for the exercise price.
26. "Reverse Repurchase Agreement" shall mean an agreement
pursuant to which the Fund sells Securities and agrees to repurchase such
Securities at a described or specified date and price.
27. "Security" shall be deemed to include, without
limitation, Money Market Securities, Call Options, Put Options, Stock
Index Options, Stock Index Futures Contracts, Stock Index Futures Contract
Options, Financial Futures Contracts, Financial Futures Contract Options,
Reverse Repurchase Agreements, common stock and other instruments or
rights having characteristics similar to common stocks, preferred stocks,
debt obligations issued by state or municipal governments and by public
authorities (including, without limitation, general obligation bonds,
revenue bonds and industrial bonds and industrial development bonds),
bonds, debentures, notes, mortgages or other obligations, and any
certificates, receipts, warrants or other instruments representing rights
to receive, purchase, sell or subscribe for the same, or evidencing or
representing any other rights or interest therein, or any property or
assets.
28. "Segregated Security Account" shall mean an account
maintained under the terms of this Agreement as a segregated account, by
recordation or otherwise, within the custody account in which certain
Securities and/or other assets of the Fund shall be deposited and
withdrawn from time to time in accordance with Certificates received by
the Custodian in connection with such transactions as the Fund may from
time to time determine.
29. "Shares" shall mean the shares of Common Stock of the
Fund, each of which, in the case of a Fund having Series, is allocated to
a particular Series.
30. "Stock Index Futures Contract" shall mean a bilateral
agreement pursuant to which the parties agree to take or make delivery of
an amount of cash equal to a specified dollar amount times the difference
between the value of a particular stock index at the close of the last
business day of the contract and the price at which the futures contract
is originally struck.
31. "Stock Index Option" shall mean an exchange traded
option entitling the holder, upon timely exercise, to receive an amount of
cash determined by reference to the difference between the exercise price
and the value of the index on the date of exercise.
32. "Written Instructions" shall mean written
communications actually received by the Custodian from an Authorized
Person or from a person reasonably believed by the Custodian to be an
Authorized Person by telex or any other such system whereby the receiver
of such communications is able to verify by codes or otherwise with a
reasonable degree of certainty the authenticity of the sender of such
communication.
ARTICLE II
APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the Custodian
as custodian of all the Securities and moneys at any time owned by the
Fund during the period of this Agreement, except that (a) if the Custodian
fails to provide for the custody of any of the Fund's Securities and
moneys located or to be located outside the United States in a manner
satisfactory to the Fund, the Fund shall be permitted to arrange for the
custody of such Securities and moneys located or to be located outside the
United States other than through the Custodian at rates to be negotiated
and borne by the Fund and (b) if the Custodian fails to continue any
existing sub-custodial or similar arrangements on substantially the same
terms as exist on the date of this Agreement, the Fund shall be permitted
to arrange for such or similar services other than through the Custodian
at rates to be negotiated and borne by the Fund. The Custodian shall not
charge the Fund for any such terminated services after the date of such
termination.
2. The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as hereinafter set
forth.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. Except as otherwise provided in paragraph 7 of this
Article and in Article VIII, the Fund will deliver or cause to be
delivered to the Custodian all Securities and all moneys owned by it,
including cash received for the issuance of its shares, at any time during
the period of this Agreement. The Custodian will not be responsible for
such Securities and such moneys until actually received by it. The
Custodian will be entitled to reverse any credits made on the Fund's
behalf where such credits have been previously made and moneys are not
finally collected. The Fund shall deliver to the Custodian a certified
resolution of the Directors of the Fund approving, authorizing and
instructing the Custodian on a continuous and on-going basis to deposit in
the Book-Entry System all Securities eligible for deposit therein and to
utilize the Book-Entry System to the extent possible in connection with
its performance hereunder, including, without limitation, in connection
with settlements of purchases and sales of Securities, loans of
Securities, and deliveries and returns of Securities collateral. Prior to
a deposit of Securities of the Fund in the Depository the Fund shall
deliver to the Custodian a certified resolution of the Directors of the
Fund approving, authorizing and instructing the Custodian on a continuous
and on-going basis until instructed to the contrary by a Certificate
actually received by the Custodian to deposit in the Depository all
Securities eligible for deposit therein and to utilize the Depository to
the extent possible in connection with its performance hereunder,
including, without limitation, in connection with settlements of purchases
and sales of Securities, loans of Securities, and deliveries and returns
of Securities collateral. Securities and moneys of the Fund deposited in
either the Book-Entry System or the Depository will be represented in
accounts which include only assets held by the Custodian for customers,
including, but not limited to, accounts in which the Custodian acts in a
fiduciary or representative capacity. Prior to the Custodian's accepting,
utilizing and acting with respect to Clearing Member confirmations for
Options and transactions in Options as provided in this Agreement, the
Custodian shall have received a certified resolution of the Fund's Board
of Directors approving, authorizing and instructing the Custodian on a
continuous and on-going basis, until instructed to the contrary by a
Certificate actually received by the Custodian, to accept, utilize and act
in accordance with such confirmations as provided in this Agreement.
2. The Custodian shall credit to a separate account in the
name of the Fund all moneys received by it for the account of the Fund,
and shall disburse the same only:
(a) In payment for Securities purchased, as provided in
Article IV hereof;
(b) In payment of dividends or distributions, as provided
in Article XI hereof;
(c) In payment of original issue or other taxes, as
provided in Article XII hereof;
(d) In payment for Shares redeemed by it, as provided in
Article XII hereof;
(e) Pursuant to Certificates setting forth the name and
address of the person to whom the payment is to be made, and the purpose
for which payment is to be made; or
(f) In payment of the fees and in reimbursement of the
expenses and liabilities of the Custodian, as provided in Article XV
hereof.
3. Promptly after the close of business on each day, the
Custodian shall furnish the Fund with confirmations and a summary of all
transfers to or from the account of the Fund during said day. Where
Securities are transferred to the account of the Fund, the Custodian shall
also by book-entry or otherwise identify as belonging to the Fund a
quantity of Securities in a fungible bulk of Securities registered in the
name of the Custodian (or its nominee) or shown on the Custodian's account
on the books of the Book-Entry System or the Depository. At least monthly
and from time to time, the Custodian shall furnish the Fund with a
detailed statement of the Securities and moneys held for the Fund under
this Agreement.
4. Except as otherwise provided in paragraph 7 of this
Article and in Article VIII, all Securities held for the Fund, which are
issued or issuable only in bearer form, except such Securities as are held
in the Book-Entry System, shall be held by the Custodian in that form; all
other Securities held for the Fund may be registered in the name of the
Fund, in the name of any duly appointed registered nominee of the
Custodian as the Custodian may from time to time determine, or in the name
of the Book-Entry System or the Depository or their successor or
successors, or their nominee or nominees. The Fund agrees to furnish to
the Custodian appropriate instruments to enable the Custodian to hold or
deliver in proper form for transfer, or to register in the name of its
registered nominee or in the name of the Book-Entry System or the
Depository, any Securities which it may hold for the account of the Fund
and which may from time to time be registered in the name of the Fund.
The Custodian shall hold all such Securities which are not held in the
Book-Entry System or in the Depository in a separate account in the name
of the Fund physically segregated at all times from those of any other
person or persons.
5. Except as otherwise provided in this Agreement and
unless otherwise instructed to the contrary by a Certificate, the
Custodian by itself, or through the use of the Book-Entry System or the
Depository with respect to Securities therein deposited, shall with
respect to all Securities held for the Fund in accordance with this
Agreement:
(a) Collect all income due or payable and, in any event,
if the Custodian receives a written notice from the Fund specifying that
an amount of income should have been received by the Custodian within the
last 90 days, the Custodian will provide a conditional payment of income
within 60 days from the date the Custodian received such notice, unless
the Custodian reasonably concludes that such income was not due or payable
to the Fund, provided that the Custodian may reverse any such conditional
payment upon its reasonably concluding that all or any portion of such
income was not due or payable, and provided further that the Custodian
shall not be liable for failing to collect on a timely basis the full
amount of income due or payable in respect of a "floating rate instrument"
or "variable rate instrument" (as such terms are defined under Rule 2a-7
under the Investment Company Act of 1940, as amended) if it has acted in
good faith, without negligence or willful misconduct.
(b) Present for payment and collect the amount payable
upon such Securities which are called, but only if either (i) the
Custodian receives a written notice of such call, or (ii) notice of such
call appears in one or more of the publications listed in Appendix C
annexed hereto, which may be amended at any time by the Custodian upon
five business days' prior notification to the Fund;
(c) Present for payment and collect the amount payable
upon all Securities which may mature;
(d) Surrender Securities in temporary form for definitive
Securities;
(e) Execute, as Custodian, any necessary declarations or
certificates of ownership under the Federal Income Tax Laws or the laws or
regulations of any other taxing authority now or hereafter in effect; and
(f) Hold directly, or through the Book-Entry System or the
Depository with respect to Securities therein deposited, for the account
of the Fund all rights and similar securities issued with respect to any
Securities held by the Custodian hereunder.
6. Upon receipt of a Certificate and not otherwise, the
Custodian, directly or through the use of the Book-Entry System or the
Depository, shall:
(a) Execute and deliver to such persons as may be
designated in such Certificate proxies, consents, authorizations, and any
other instruments whereby the authority of the Fund as owner of any
Securities may be exercised;
(b) Deliver any Securities held for the Fund in exchange
for other Securities or cash issued or paid in connection with the
liquidation, reorganization, refinancing, merger, consolidation or
recapitalization of any corporation, or the exercise of any conversion
privilege;
(c) Deliver any Securities held for the Fund to any
protective committee, reorganization committee or other person in
connection with the reorganization, refinancing, merger, consolidation,
recapitalization or sale of assets of any corporation, and receive and
hold under the terms of this Agreement such certificates of deposit,
interim receipts or other instruments or documents as may be issued to it
to evidence such delivery;
(d) Make such transfers or exchanges of the assets of the
Fund and take such other steps as shall be stated in said order to be for
the purpose of effectuating any duly authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of the Fund; and
(e) Present for payment and collect the amount payable
upon Securities not described in preceding paragraph 5(b) of this Article
which may be called as specified in the Certificate.
7. Notwithstanding any provision elsewhere contained
herein, the Custodian shall not be required to obtain possession of any
instrument or certificate representing any Futures Contract, Option or
Futures Contract Option until after it shall have determined, or shall
have received a Certificate from the Fund stating, that any such
instruments or certificates are available. The Fund shall deliver to the
Custodian such a Certificate no later than the business day preceding the
availability of any such instrument or certificate. Prior to such
availability, the Custodian shall comply with Section 17(f) of the
Investment Company Act of 1940, as amended, in connection with the
purchase, sale, settlement, closing out or writing of Futures Contracts,
Options or Futures Contract Options by making payments or deliveries
specified in Certificates received by the Custodian in connection with any
such purchase, sale, writing, settlement or closing out upon its receipt
from a broker, dealer or futures commission merchant of a statement or
confirmation reasonably believed by the Custodian to be in the form
customarily used by brokers, dealers, or futures commission merchants with
respect to such Futures Contracts, Options or Futures Contract Options, as
the case may be, confirming that such Security is held by such broker,
dealer or futures commission merchant, in book-entry form or otherwise, in
the name of the Custodian (or any nominee of the Custodian) as custodian
for the Fund, provided, however, that payments to or deliveries from the
Margin Account shall be made in accordance with the terms and conditions
of the Margin Account Agreement. Whenever any such instruments or
certificates are available, the Custodian shall, notwithstanding any
provision in this Agreement to the contrary, make payment for any Futures
Contract, Option or Futures Contract Option for which such instruments or
such certificates are available only against the delivery to the Custodian
of such instrument or such certificate, and deliver any Futures Contract,
Option or Futures Contract Option for which such instruments or such
certificates are available only against receipt by the Custodian of
payment therefor. Any such instrument or certificate delivered to the
Custodian shall be held by the Custodian hereunder in accordance with, and
subject to, the provisions of this Agreement.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN OPTIONS,
FUTURES CONTRACTS, FUTURES CONTRACT OPTIONS AND REVERSE
REPURCHASE AGREEMENTS
1. Promptly after each purchase of Securities by the Fund,
other than a purchase of any Option, Futures Contract, Futures Contract
Option or Reverse Repurchase Agreement, the Fund shall deliver to the
Custodian (i) with respect to each purchase of Securities which are not
Money Market Securities, a Certificate, and (ii) with respect to each
purchase of Money Market Securities, a Certificate, Oral Instructions or
Written Instructions, specifying with respect to each such purchase: (a)
the name of the issuer and the title of the Securities; (b) the number of
shares or the principal amount purchased and accrued interest, if any; (c)
the date of purchase and settlement; (d) the purchase price per unit; (e)
the total amount payable upon such purchase; (f) the name of the person
from whom or the broker through whom the purchase was made, and the name
of the clearing broker, if any; and (g) the name of the broker to which
payment is to be made. The Custodian shall, upon receipt of Securities
purchased by or for the Fund, pay out of the moneys held for the account
of the Fund the total amount payable to the person from whom, or the
broker through whom, the purchase was made, provided that the same
conforms to the total amount payable as set forth in such Certificate,
Oral Instructions or Written Instructions.
2. Promptly after each sale of Securities by the Fund,
other than a sale of any Option, Futures Contract, Futures Contract Option
or Reverse Repurchase Agreement, the Fund shall deliver to the Custodian
(i) with respect to each sale of Securities which are not Money Market
Securities, a Certificate, and (ii) with respect to each sale of Money
Market Securities, a Certificate, Oral Instructions or Written
Instructions, specifying with respect to each such sale: (a) the name of
the issuer and the title of the Security; (b) the number of shares or
principal amount sold, and accrued interest, if any; (c) the date of sale;
(d) the sale price per unit; (e) the total amount payable to the Fund upon
such sale; (f) the name of the broker through whom or the person to whom
the sale was made, and the name of the clearing broker, if any; and
(g) the name of the broker to whom the Securities are to be delivered.
The Custodian shall deliver the Securities upon receipt of the total
amount payable to the Fund upon such sale, provided that the same conforms
to the total amount payable as set forth in such Certificate, Oral
Instructions or Written Instructions. Subject to the foregoing, the
Custodian may accept payment in such form as shall be satisfactory to it,
and may deliver Securities and arrange for payment in accordance with the
customs prevailing among dealers in Securities.
ARTICLE V
OPTIONS
1. Promptly after the purchase of any Option by the Fund,
the Fund shall deliver to the Custodian a Certificate specifying with
respect to each Option purchased: (a) the type of Option (put or call);
(b) the name of the issuer and the title and number of shares subject to
such Option or, in the case of a Stock Index Option, the stock index to
which such Option relates and the number of Stock Index Options purchased;
(c) the expiration date; (d) the exercise price; (e) the dates of purchase
and settlement; (f) the total amount payable by the Fund in connection
with such purchase; (g) the name of the Clearing Member through which such
Option was purchased; and (h) the name of the broker to whom payment is to
be made. The Custodian shall pay, upon receipt of a Clearing Member's
statement confirming the purchase of such Option held by such Clearing
Member for the account of the Custodian (or any duly appointed and
registered nominee of the Custodian) as custodian for the Fund, out of
moneys held for the account of the Fund, the total amount payable upon
such purchase to the Clearing Member through whom the purchase was made,
provided that the same conforms to the total amount payable as set forth
in such Certificate.
2. Promptly after the sale of any Option purchased by
the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to the
Custodian a Certificate specifying with respect to each such sale:
(a) the type of Option (put or call); (b) the name of the issuer and the
title and number of shares subject to such Option or, in the case of a
Stock Index Option, the stock index to which such Option relates and the
number of Stock Index Options sold; (c) the date of sale; (d) the sale
price; (e) the date of settlement; (f) the total amount payable to the
Fund upon such sale; and (g) the name of the Clearing Member through which
the sale was made. The Custodian shall consent to the delivery of the
Option sold by the Clearing Member which previously supplied the
confirmation described in preceding paragraph 1 of this Article with
respect to such Option against payment to the Custodian of the total
amount payable to the Fund, provided that the same conforms to the total
amount payable as set forth in such Certificate.
3. Promptly after the exercise by the Fund of any Call
Option purchased by the Fund pursuant to paragraph 1 hereof, the Fund
shall deliver to the Custodian a Certificate specifying with respect to
such Call Option: (a) the name of the issuer and the title and number of
shares subject to the Call Option; (b) the expiration date; (c) the date
of exercise and settlement; (d) the exercise price per share; (e) the
total amount to be paid by the Fund upon such exercise; and (f) the name
of the Clearing Member through which such Call Option was exercised. The
Custodian shall, upon receipt of the Securities underlying the Call Option
which was exercised, pay out of the moneys held for the account of the
Fund the total amount payable to the Clearing Member through whom the Call
Option was exercised, provided that the same conforms to the total amount
payable as set forth in such Certificate.
4. Promptly after the exercise by the Fund of any Put
Option purchased by the Fund pursuant to paragraph 1 hereof, the Fund
shall deliver to the Custodian a Certificate specifying with respect to
such Put Option: (a) the name of the issuer and the title and number of
shares subject to the Put Option; (b) the expiration date; (c) the date of
exercise and settlement; (d) the exercise price per share; (e) the total
amount to be paid to the Fund upon such exercise; and (f) the name of the
Clearing Member through which such Put Option was exercised. The
Custodian shall, upon receipt of the amount payable upon the exercise of
the Put Option, deliver or direct the Depository to deliver the
Securities, provided the same conforms to the amount payable to the Fund
as set forth in such Certificate.
5. Promptly after the exercise by the Fund of any Stock
Index Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall deliver to the Custodian a Certificate specifying with respect
to such Stock Index Option: (a) the type of Stock Index Option (put or
call); (b) the number of Options being exercised; (c) the stock index to
which such Option relates; (d) the expiration date; (e) the exercise
price; (f) the total amount to be received by the Fund in connection with
such exercise; and (g) the Clearing Member from which such payment is to
be received.
6. Whenever the Fund writes a Covered Call Option, the
Fund shall promptly deliver to the Custodian a Certificate specifying with
respect to such Covered Call Option: (a) the name of the issuer and the
title and number of shares for which the Covered Call Option was written
and which underlie the same; (b) the expiration date; (c) the exercise
price; (d) the premium to be received by the Fund; (e) the date such
Covered Call Option was written; and (f) the name of the Clearing Member
through which the premium is to be received. The Custodian shall deliver
or cause to be delivered, in exchange for receipt of the premium specified
in the Certificate with respect to such Covered Call Option, such receipts
as are required in accordance with the customs prevailing among Clearing
Members dealing in Covered Call Options and shall impose, or direct the
Depository to impose, upon the underlying Securities specified in the
Certificate such restrictions as may be required by such receipts.
Notwithstanding the foregoing, the Custodian has the right, upon prior
written notification to the Fund, at any time to refuse to issue any
receipts for Securities in the possession of the Custodian and not
deposited with the Depository underlying a Covered Call Option.
7. Whenever a Covered Call Option written by the Fund and
described in the preceding paragraph of this Article is exercised, the
Fund shall promptly deliver to the Custodian a Certificate instructing the
Custodian to deliver, or to direct the Depository to deliver, the
Securities subject to such Covered Call Option and specifying: (a) the
name of the issuer and the title and number of shares subject to the
Covered Call Option; (b) the Clearing Member to whom the underlying
Securities are to be delivered; and (c) the total amount payable to the
Fund upon such delivery. Upon the return and/or cancellation of any
receipts delivered pursuant to paragraph 6 of this Article, the Custodian
shall deliver, or direct the Depository to deliver, the underlying
Securities as specified in the Certificate for the amount to be received
as set forth in such Certificate.
8. Whenever the Fund writes a Put Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to
such Put Option: (a) the name of the issuer and the title and number of
shares for which the Put Option is written and which underlie the same;
(b) the expiration date; (c) the exercise price; (d) the premium to be
received by the Fund; (e) the date such Put Option is written; (f) the
name of the Clearing Member through which the premium is to be received
and to whom a Put Option guarantee letter is to be delivered; (g) the
amount of cash, and/or the amount and kind of Securities, if any, to be
deposited in the Segregated Security Account; and (h) the amount of cash
and/or the amount and kind of Securities to be deposited into the
Collateral Account. The Custodian shall, after making the deposits into
the Collateral Account specified in the Certificate, issue a Put Option
guarantee letter substantially in the form utilized by the Custodian on
the date hereof, and deliver the same to the Clearing Member specified in
the Certificate against receipt of the premium specified in said
Certificate. Notwithstanding the foregoing, the Custodian shall be under
no obligation to issue any Put Option guarantee letter or similar document
if it is unable to make any of the representations contained therein.
9. Whenever a Put Option written by the Fund and described
in the preceding paragraph is exercised, the Fund shall promptly deliver
to the Custodian a Certificate specifying: (a) the name of the issuer and
title and number of shares subject to the Put Option; (b) the Clearing
Member from which the underlying Securities are to be received; (c) the
total amount payable by the Fund upon such delivery; (d) the amount of
cash and/or the amount and kind of Securities to be withdrawn from the
Collateral Account; and (e) the amount of cash and/or the amount and kind
of Securities, if any, to be withdrawn from the Segregated Security
Account. Upon the return and/or cancellation of any Put Option guarantee
letter or similar document issued by the Custodian in connection with such
Put Option, the Custodian shall pay out of the moneys held for the account
of the Fund the total amount payable to the Clearing Member specified in
the Certificate as set forth in such Certificate, and shall make the
withdrawals specified in such Certificate.
10. Whenever the Fund writes a Stock Index Option, the
Fund shall promptly deliver to the Custodian a Certificate specifying with
respect to such Stock Index Option: (a) whether such Stock Index Option
is a put or a call; (b) the number of Options written; (c) the stock index
to which such Option relates; (d) the expiration date; (e) the exercise
price; (f) the Clearing Member through which such Option was written;
(g) the premium to be received by the Fund; (h) the amount of cash and/or
the amount and kind of Securities, if any, to be deposited in the
Segregated Security Account; (i) the amount of cash and/or the amount and
kind of Securities, if any, to be deposited in the Collateral Account; and
(j) the amount of cash and/or the amount and kind of Securities, if any,
to be deposited in a Margin Account, and the name in which such account is
to be or has been established. The Custodian shall, upon receipt of the
premium specified in the Certificate, make the deposits, if any, into the
Segregated Security Account specified in the Certificate, and either (1)
deliver such receipts, if any, which the Custodian has specifically agreed
to issue, which are in accordance with the customs prevailing among
Clearing Members in Stock Index Options and make the deposits into the
Collateral Account specified in the Certificate, or (2) make the deposits
into the Margin Account specified in the Certificate.
11. Whenever a Stock Index Option written by the Fund and
described in the preceding paragraph of this Article is exercised, the
Fund shall promptly deliver to the Custodian a Certificate specifying with
respect to such Stock Index Option: (a) such information as may be
necessary to identify the Stock Index Option being exercised; (b) the
Clearing Member through which such Stock Index Option is being exercised;
(c) the total amount payable upon such exercise, and whether such amount
is to be paid by or to the Fund; (d) the amount of cash and/or amount and
kind of Securities, if any, to be withdrawn from the Margin Account; and
(e) the amount of cash and/or amount and kind of Securities, if any, to be
withdrawn from the Segregated Security Account and the amount of cash
and/or the amount and kind of Securities, if any, to be withdrawn from the
Collateral Account.
Upon the return and/or cancellation of the receipt, if any, delivered
pursuant to the preceding paragraph of this Article, the Custodian shall
pay to the Clearing Member specified in the Certificate the total amount
payable, if any, as specified therein.
12. Whenever the Fund purchases any Option identical to a
previously written Option described in paragraphs 6, 8 or 10 of this
Article in a transaction expressly designated as a "Closing Purchase
Transaction" in order to liquidate its position as a writer of an Option,
the Fund shall promptly deliver to the Custodian a Certificate specifying
with respect to the Option being purchased: (a) that the transaction is a
Closing Purchase Transaction; (b) the name of the issuer and the title and
number of shares subject to the Option, or, in the case of a Stock Index
Option, the stock index to which such Option relates and the number of
Options held; (c) the exercise price; (d) the premium to be paid by the
Fund; (e) the expiration date; (f) the type of Option (put or call); (g)
the date of such purchase; (h) the name of the Clearing Member to which
the premium is to be paid; and (i) the amount of cash and/or the amount
and kind of Securities, if any, to be withdrawn from the Collateral
Account, a specified Margin Account or the Segregated Security Account.
Upon the Custodian's payment of the premium and the return and/or
cancellation of any receipt issued pursuant to paragraphs 6, 8 or 10 of
this Article with respect to the Option being liquidated through the
Closing Purchase Transaction, the Custodian shall remove, or direct the
Depository to remove, the previously imposed restrictions on the
Securities underlying the Call Option.
13. Upon the expiration or exercise of, or consummation of
a Closing Purchase Transaction with respect to, any Option purchased or
written by the Fund and described in this Article, the Custodian shall
delete such Option from the statements delivered to the Fund pursuant to
paragraph 3 of Article III herein, and upon the return and/or cancellation
of any receipts issued by the Custodian, shall make such withdrawals from
the Collateral Account, the Margin Account and/or the Segregated Security
Account as may be specified in a Certificate received in connection with
such expiration, exercise, or consummation.
ARTICLE VI
FUTURES CONTRACTS
1. Whenever the Fund shall enter into a Futures Contract,
the Fund shall deliver to the Custodian a Certificate specifying with
respect to such Futures Contract (or with respect to any number of
identical Futures Contract(s)): (a) the category of Futures Contract (the
name of the underlying stock index or financial instrument); (b) the
number of identical Futures Contracts entered into; (c) the delivery or
settlement date of the Futures Contract(s); (d) the date the Futures
Contract(s) was (were) entered into and the maturity date; (e) whether the
Fund is buying (going long) or selling (going short) on such Futures
Contract(s); (f) the amount of cash and/or the amount and kind of
Securities, if any, to be deposited in the Segregated Security Account;
(g) the name of the broker, dealer or futures commission merchant through
which the Futures Contract was entered into; and (h) the amount of fee or
commission, if any, to be paid and the name of the broker, dealer or
futures commission merchant to whom such amount is to be paid. The
Custodian shall make the deposits, if any, to the Margin Account in
accordance with the terms and conditions of the Margin Account Agreement.
The Custodian shall make payment of the fee or commission, if any,
specified in the Certificate and deposit in the Segregated Security
Account the amount of cash and/or the amount and kind of Securities
specified in said Certificate.
2. (a) Any variation margin payment or similar payment
required to be made by the Fund to a broker, dealer or futures commission
merchant with respect to an outstanding Futures Contract shall be made by
the Custodian in accordance with the terms and conditions of the Margin
Account Agreement.
(b) Any variation margin payment or similar payment
from a broker, dealer or futures commission merchant to the Fund with
respect to an outstanding Futures Contract shall be received and dealt
with by the Custodian in accordance with the terms and conditions of the
Margin Account Agreement.
3. Whenever a Futures Contract held by the Custodian
hereunder is retained by the Fund until delivery or settlement is made on
such Futures Contract, the Fund shall deliver to the Custodian a
Certificate specifying: (a) the Futures Contract; (b) with respect to a
Stock Index Futures Contract, the total cash settlement amount to be paid
or received, and with respect to a Financial Futures Contract, the
Securities and/or amount of cash to be delivered or received; (c) the
broker, dealer or futures commission merchant to or from which payment or
delivery is to be made or received; and (d) the amount of cash and/or
Securities to be withdrawn from the Segregated Security Account. The
Custodian shall make the payment or delivery specified in the Certificate
and delete such Futures Contract from the statements delivered to the Fund
pursuant to paragraph 3 of Article III herein.
to offset a Futures Contract held by the Custodian hereunder,
the Fund shall deliver to the Custodian a Certificate specifying: (a) the
items of information required in a Certificate described in paragraph 1 of
this Article, and (b) the Futures Contract being offset. The Custodian shall
make payment of the fee or commission, if any, specified in the
Certificate and delete the Futures Contract being offset from the
statements delivered to the Fund pursuant to paragraph 3 of Article III
herein, and make such withdrawals from the Segregated Security Account as
may be specified in such Certificate. The withdrawals, if any, to be made
from the Margin Account shall be made by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.
ARTICLE VII
FUTURES CONTRACT OPTIONS
1. Promptly after the purchase of any Futures Contract
Option by the Fund, the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Futures Contract Option: (a) the type of
Futures Contract Option (put or call); (b) the type of Futures Contract
and such other information as may be necessary to identify the Futures
Contract underlying the Futures Contract Option purchased; (c) the
expiration date; (d) the exercise price; (e) the dates of purchase and
settlement; (f) the amount of premium to be paid by the Fund upon such
purchase; (g) the name of the broker or futures commission merchant
through which such option was purchased; and (h) the name of the broker or
futures commission merchant to whom payment is to be made. The Custodian
shall pay the total amount to be paid upon such purchase to the broker or
futures commission merchant through whom the purchase was made, provided
that the same conforms to the amount set forth in such Certificate.
2. Promptly after the sale of any Futures Contract Option
purchased by the Fund pursuant to paragraph 1 hereof, the Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to
each such sale: (a) the type of Futures Contract Option (put or call);
(b) the type of Futures Contract and such other information as may be
necessary to identify the Futures Contract underlying the Futures Contract
Option; (c) the date of sale; (d) the sale price; (e) the date of
settlement; (f) the total amount payable to the Fund upon such sale; and
(g) the name of the broker or futures commission merchant through which
the sale was made. The Custodian shall consent to the cancellation of the
Futures Contract Option being closed against payment to the Custodian of
the total amount payable to the Fund, provided the same conforms to the
total amount payable as set forth in such Certificate.
3. Whenever a Futures Contract Option purchased by the
Fund pursuant to paragraph 1 is exercised by the Fund, the Fund shall
promptly deliver to the Custodian a Certificate specifying: (a) the
particular Futures Contract Option (put or call) being exercised; (b) the
type of Futures Contract underlying the Futures Contract Option; (c) the
date of exercise; (d) the name of the broker or futures commission
merchant through which the Futures Contract Option is exercised; (e) the
net total amount, if any, payable by the Fund; (f) the amount, if any, to
be received by the Fund; and (g) the amount of cash and/or the amount and
kind of Securities to be deposited in the Segregated Security Account.
The Custodian shall make the payments, if any, and the deposits, if any,
into the Segregated Security Account as specified in the Certificate. The
deposits, if any, to be made to the Margin Account shall be made by the
Custodian in accordance with the terms and conditions of the Margin
Account Agreement.
4. Whenever the Fund writes a Futures Contract Option, the
Fund shall promptly deliver to the Custodian a Certificate specifying with
respect to such Futures Contract Option: (a) the type of Futures Contract
Option (put or call); (b) the type of Futures Contract and such other
information as may be necessary to identify the Futures Contract
underlying the Futures Contract Option; (c) the expiration date; (d) the
exercise price; (e) the premium to be received by the Fund; (f) the name
of the broker or futures commission merchant through which the premium is
to be received; and (g) the amount of cash and/or the amount and kind of
Securities, if any, to be deposited in the Segregated Security Account.
The Custodian shall, upon receipt of the premium specified in the
Certificate, make the deposits into the Segregated Security Account, if
any, as specified in the Certificate. The deposits, if any, to be made to
the Margin Account shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
5. Whenever a Futures Contract Option written by the Fund
which is a call is exercised, the Fund shall promptly deliver to the
Custodian a Certificate specifying: (a) the particular Futures Contract
Option exercised; (Contract Option; (c) the name of the broker or futures
commission merchant through which such Futures Contract Option was exercised;
(d) the net total amount, if any, payable to the Fund upon such exercise;
(e) the net total amount, if any, payable by the Fund upon such exercise;
and (f) the amount of cash and/or the amount and kind of Securities to be
deposited in the Segregated Security Account. The Custodian shall, upon its
receipt of the net total amount payable to the Fund, if any, specified in such
Certificate make the payments, if any, and the deposits, if any, into the
Segregated Security Account as specified in the Certificate. The
deposits, if any, to be made to the Margin Account shall be made by the
Custodian in accordance with the terms and conditions of the Margin
Account Agreement.
6. Whenever a Futures Contract Option which is written by
the Fund and which is a Put Option is exercised, the Fund shall promptly
deliver to the Custodian a Certificate specifying: (a) the particular
Futures Contract Option exercised; (b) the type of Futures Contract
underlying such Futures Contract Option; (c) the name of the broker or
futures commission merchant through which such Futures Contract Option is
exercised; (d) the net total amount, if any, payable to the Fund upon such
exercise; (e) the net total amount, if any, payable by the Fund upon such
exercise; and (f) the amount and kind of Securities and/or cash to be
withdrawn from or deposited in the Segregated Security Account, if any.
The Custodian shall, upon its receipt of the net total amount payable to
the Fund, if any, specified in the Certificate, make the payments, if any,
and the deposits, if any, into the Segregated Security Account as
specified in the Certificate. The deposits to and/or withdrawals from the
Margin Account, if any, shall be made by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.
7. Whenever the Fund purchases any Futures Contract Option
identical to a previously written Futures Contract Option described in
this Article in order to liquidate its position as a writer of such
Futures Contract Option, the Fund shall promptly deliver to the Custodian
a Certificate specifying with respect to the Futures Contract Option being
purchased: (a) that the transaction is a closing transaction; (b) the
type of Futures Contract and such other information as may be necessary to
identify the Futures Contract underlying the Futures Contract Option; (c)
the exercise price; (d) the premium to be paid by the Fund; (e) the
expiration date; (f) the name of the broker or futures commission merchant
to which the premium is to be paid; and (g) the amount of cash and/or the
amount and kind of Securities, if any, to be withdrawn from the Segregated
Security Account. The Custodian shall effect the withdrawals from the
Segregated Security Account specified in the Certificate. The
withdrawals, if any, to be made from the Margin Account shall be made by
the Custodian in accordance with the terms and conditions of the Margin
Account Agreement.
8. Upon the expiration or exercise of, or consummation of
a closing transaction with respect to, any Futures Contract Option written
or purchased by the Fund and described in this Article, the Custodian
shall (a) delete such Futures Contract Option from the statements
delivered to the Fund pursuant to paragraph 3 of Article III herein, and
(b) make such withdrawals from, and/or, in the case of an exercise, such
deposits into, the Segregated Security Account as may be specified in a
Certificate. The deposits to and/or withdrawals from the Margin Account,
if any, shall be made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
9. Futures Contracts acquired by the Fund through the
exercise of a Futures Contract Option described in this Article shall be
subject to Article VI hereof.
ARTICLE VIII
SHORT SALES
1. Promptly after any short sale, the Fund shall deliver
to the Custodian a Certificate specifying: (a) the name of the issuer and
the title of the Security; (b) the number of shares or principal amount
sold, and accrued interest or dividends, if any; (c) the dates of the sale
and settlement; (d) the sale price per unit; (e) the total amount credited
to the Fund upon such sales, if any; (f) the amount of cash and/or the
amount and kind of Securities, if any, which are to be deposited in a
Margin Account and the name in which such Margin Account has been or is to
be established; (g) the amount of cash and/or the amount and kind of
Securities, if any, to be deposited in a Segregated Security Account; and
(h) the name of the broker through which such short sale was made. The
Custodian shall upon its receipt of a statement from such broker
confirming such sale and that the total amount credited to the Fund upon
such sale, if any, as specified in the Certificate is held by such broker
for the account of the Custodian (or any nominee of the Custodian) as
custodian of the Fund, issue a receipt or make the deposits into the
Margin Account and the Segregated Security Account specified in the
Certificate.
2. In connection with the closing-out of any short sale,
the Fund shall promptly deliver to the Custodian a Certificate specifying
with respect to each such closing-out: (a) the name of the issuer and the
title of the Security; (b) the number of shares or the principal amount,
and accrued interest or dividends, if any, required to effect such
closing-out to be delivered to the broker; (c) the dates of the closing-
out and settlement; (d) the purchase price per unit; (e) the net total
amount payable to the Fund upon such closing-out; (f) the net total amount
payable to the broker upon such closing-out; (g) the amount of cash and
the amount and kind of Securities to be withdrawn, if any, from the Margin
Account; (h) the amount of cash and/or the amount and kind of Securities,
if any, to be withdrawn from the Segregated Security Account; and (i) the
name of the broker through which the Fund is effecting such closing-out.
The Custodian shall, upon receipt of the net total amount payable to the
Fund upon such closing-out and the return and/or cancellation of the
receipts, if any, issued by the custodian with respect to the short sale
being closed-out, pay out of the moneys held for the account of the Fund
to the broker the net total amount payable to the broker, and make the
withdrawals from the Margin Account and the Segregated Security Account,
as the same are specified in the Certificate.
ARTICLE IX
REVERSE REPURCHASE AGREEMENTS
1. Promptly after the Fund enters into a Reverse
Repurchase Agreement with respect to Securities and money held by the
Custodian hereunder, the Fund shall deliver to the Custodian a Certificate
or in the event such Reverse Repurchase Agreement is a Money Market
Security, a Certificate, Oral Instructions or Written Instructions
specifying: (a) the total amount payable to the Fund in connection with
such Reverse Repurchase Agreement; (b) the broker or dealer through or
with which the Reverse Repurchase Agreement is entered; (c) the amount and
kind of Securities to be delivered by the Fund to such broker or dealer;
(d) the date of such Reverse Repurchase Agreement; and (e) the amount of
cash and/or the amount and kind of Securities, if any, to be deposited in
a Segregated Security Account in connection with such Reverse Repurchase
Agreement. The Custodian shall, upon receipt of the total amount payable
to the Fund specified in the Certificate, Oral Instructions or Written
Instructions make the delivery to the broker or dealer, and the deposits,
if any, to the Segregated Security Account, specified in such Certificate,
Oral Instructions or Written Instructions.
2. Upon the termination of a Reverse Repurchase Agreement
described in paragraph 1 of this Article, the Fund shall promptly deliver
a Certificate or, in the event such Reverse Repurchase Agreement is a
Money Market Security, a Certificate, Oral Instructions or Written
Instructions to the Custodian specifying: (a) the Reverse Repurchase
Agreement being terminated; (b) the total amount payable by the Fund in
connection with such termination; (c) the amount and kind of Securities to
be received by the Fund in connection with such termination; (d) the date
of termination; (e) the name of the broker or dealer with or through which
the Reverse Repurchase Agreement is to be terminated; and (f) the amount
of cash and/or the amount and kind of Securities to be withdrawn from the
Segregated Security Account. The Custodian shall, upon receipt of the
amount and kind of Securities to be received by the Fund specified in the
Certificate, Oral Instructions or Written Instructions, make the payment
to the broker or dealer, and the withdrawals, if any, from the Segregated
Security Account, specified in such Certificate, Oral Instructions or
Written Instructions.
ARTICLE X
CONCERNING MARGIN ACCOUNTS, SEGREGATED SECURITY
ACCOUNTS AND COLLATERAL ACCOUNTS
1. The Custodian shall, from time to time, make such
deposits to, or withdrawals from, a Segregated Security Account as
specified in a Certificate received by the Custodian. Such Certificate
shall specify the amount of cash and/or the amount and kind of Securities
to be deposited in, or withdrawn from, the Segregated Security Account.
In the event that the Fund fails to specify in a Certificate the name of
the issuer, the title and the number of shares or the principal amount of
any particular Securities to be deposited by the Custodian into, or
withdrawn from, a Segregated Securities Account, the Custodian shall be
under no obligation to make any such deposit or withdrawal and shall so
notify the Fund.
2. The Custodian shall make deliveries or payments from a
Margin Account to the broker, dealer, futures commission merchant or
Clearing Member in whose name, or for whose benefit, the account was
established as specified in the Margin Account Agreement.
3. Amounts received by the Custodian as payments or
distributions with respect to Securities deposited in any Margin Account
shall be dealt with in accordance with the terms and conditions of the
Margin Account Agreement.
4. The Custodian shall have a continuing lien and security
interest in and to any property at any time held by the Custodian in any
Collateral Account described herein. In accordance with applicable law,
the Custodian may enforce its lien and realize on any such property
whenever the Custodian has made payment or delivery pursuant to any Put
Option guarantee letter or similar document or any receipt issued
hereunder by the Custodian. In the event the Custodian should realize on
any such property net proceeds which are less than the Custodian's
obligations under any Put Option guarantee letter or similar document or
any receipt, such deficiency shall be a debt owed the Custodian by the
Fund within the scope of Article XIII herein.
5. On each business day, the Custodian shall furnish the
Fund with a statement with respect to each Margin Account in which money
or Securities are held specifying as of the close of business on the
previous business day: (a) the name of the Margin Account; (b) the amount
and kind of Securities held therein; and (c) the amount of money held
therein. The Custodian shall make available upon request to any broker,
dealer or futures commission merchant specified in the name of a Margin
Account a copy of the statement furnished the Fund with respect to such
Margin Account.
6. Promptly after the close of business on each business
day in which cash and/or Securities are maintained in a Collateral
Account, the Custodian shall furnish the Fund with a Statement with
respect to such Collateral Account specifying the amount of cash and/or
the amount and kind of Securities held therein. No later than the close
of business next succeeding the delivery to the Fund of such statement,
the Fund shall furnish to the Custodian a Certificate or Written
Instructions specifying the then market value of the securities described
in such statement. In the event such then market value is indicated to be
less than the Custodian's obligation with respect to any outstanding Put
Option, guarantee letter or similar document, the Fund shall promptly
specify in a Certificate the additional cash and/or Securities to be
deposited in such Collateral Account to eliminate such deficiency.
ARTICLE XI
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. The Fund shall furnish to the Custodian a copy of the
resolution of the Directors, certified by the Secretary or any Assistant
Secretary, either (i) setting forth the date of the declaration of a
dividend or distribution, the date of payment thereof, the record date as
of which shareholders entitled to payment shall be determined, the amount
payable per share to the shareholders of record as of that date and the
total amount payable to the Dividend Agent of the Fund on the payment
date, or (ii) authorizing the declaration of dividends and distributions
on a daily basis and authorizing the Custodian to rely on Oral
Instructions, Written Instructions or a Certificate setting forth the date
of the declaration of such dividend or distribution, the date of payment
thereof, the record date as of which shareholders entitled to payment
shall be determined, the amount payable per share to the shareholders of
record as of that date and the total amount payable to the Dividend Agent
on the payment date.
2. Upon the payment date specified in such resolution,
Oral Instructions, Written Instructions or Certificate, as the case may
be, the Custodian shall pay out of the moneys held for the account of the
Fund the total amount payable to the Dividend Agent of the Fund.
ARTICLE XII
SALE AND REDEMPTION OF SHARES OF COMMON STOCK
1. Whenever the Fund shall sell any of its Shares, it
shall deliver to the Custodian a Certificate duly specifying:
(a) The number of Shares sold, trade date, and price; and
(b) The amount of money to be received by the Custodian
for the sale of such Shares.
2. Upon receipt of such money from the Transfer Agent, the
Custodian shall credit such money to the account of the Fund.
3. Upon issuance of any of the Fund's Shares in accordance
with the foregoing provisions of this Article, the Custodian shall pay,
out of the money held for the account of the Fund, all original issue or
other taxes required to be paid by the Fund in connection with such
issuance upon the receipt of a Certificate specifying the amount to be
paid.
4. Except as provided hereinafter, whenever the Fund shall
hereafter redeem any of its Shares, it shall furnish to the Custodian a
Certificate specifying:
(a) The number of Shares redeemed; and
(b) The amount to be paid for the Shares redeemed.
5. Upon receipt from the Transfer Agent of an advice
setting forth the number of Shares received by the Transfer Agent for
redemption and that such Shares are valid and in good form for redemption,
the Custodian shall make payment to the Transfer Agent out of the moneys
held for the account of the Fund of the total amount specified in the
Certificate issued pursuant to the foregoing paragraph 4 of this Article.
6. Notwithstanding the above provisions regarding the
redemption of any of the Fund's Shares, whenever its Shares are redeemed
pursuant to any check redemption privilege which may from time to time be
offered by the Fund, the Custodian, unless otherwise instructed by a
Certificate, shall, upon receipt of an advice from the Fund or its agent
setting forth that the redemption is in good form for redemption in
accordance with the check redemption procedure, honor the check presented
as part of such check redemption privilege out of the money held in the
account of the Fund for such purposes.
ARTICLE XIII
OVERDRAFTS OR INDEBTEDNESS
1. If the Custodian should in its sole discretion advance
funds on behalf of the Fund which results in an overdraft because the
moneys held by the Custodian for the account of the Fund shall be
insufficient to pay the total amount payable upon a purchase of Securities
as set forth in a Certificate or Oral Instructions issued pursuant to
Article IV, or which results in an overdraft for some other reason, or if
the Fund is for any other reason indebted to the Custodian (except a
borrowing for investment or for temporary or emergency purposes using
Securities as collateral pursuant to a separate agreement and subject to
the provisions of paragraph 2 of this Article XIII), such overdraft or
indebtedness shall be deemed to be a loan made by the Custodian to the
Fund payable on demand and shall bear interest from the date incurred at a
rate per annum (based on a 360-day year for the actual number of days
involved) equal to the Federal Funds Rate plus l/2%, such rate to be
adjusted on the effective date of any change in such Federal Funds Rate
but in no event to be less than 6% per annum, except that any overdraft
resulting from an error by the Custodian shall bear no interest. Any such
overdraft or indebtedness shall be reduced by an amount equal to the total
of all amounts due the Fund which have not been collected by the Custodian
on behalf of the Fund when due because of the failure of the Custodian to
make timely demand or presentment for payment. In addition, the Fund
hereby agrees that the Custodian shall have a continuing lien and security
interest in and to any property at any time held by it for the benefit of
the Fund or in which the Fund may have an interest which is then in the
Custodian's possession or control or in possession or control of any third
party acting in the Custodian's behalf. The Fund authorizes the
Custodian, in its sole discretion, at any time to charge any such
overdraft or indebtedness together with interest due thereon against any
balance of account standing to the Fund's credit on the Custodian's books.
For purposes of this Section 1 of Article XIII, "overdraft" shall mean a
negative Available Balance.
2. The Fund will cause to be delivered to the Custodian by
any bank (including, if the borrowing is pursuant to a separate agreement,
the Custodian) from which it borrows money for investment or for temporary
or emergency purposes using Securities as collateral for such borrowings,
a notice or undertaking in the form currently employed by any such bank
setting forth the amount which such bank will loan to the Fund against
delivery of a stated amount of collateral. The Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to each
such borrowing: (a) the name of the bank; (b) the amount and terms of the
borrowing, which may be set forth by incorporating by reference an
attached promissory note, duly endorsed by the Fund, or other loan
agreement; (c) the time and date, if known, on which the loan is to be
entered into; (d) the date on which the loan becomes due and payable; (e)
the total amount payable to the Fund on the borrowing date; (f) the market
value of Securities to be delivered as collateral for such loan, including
the name of the issuer, the title and the number of shares or the
principal amount of any particular Securities; and (g) a statement
specifying whether such loan is for investment purposes or for temporary
or emergency purposes and that such loan is in conformance with the
Investment Company Act of 1940 and the Fund's prospectus. The Custodian
shall deliver on the borrowing date specified in a Certificate the
specified collateral and the executed promissory note, if any, against
delivery by the lending bank of the total amount of the loan payable,
provided that the same conforms to the total amount payable as set forth
in the Certificate. The Custodian may, at the option of the lending bank,
keep such collateral in its possession, but such collateral shall be
subject to all rights therein given the lending bank by virtue of any
promissory note or loan agreement. The Custodian shall deliver such
Securities as additional collateral as may be specified in a Certificate
to collateralize further any transaction described in this paragraph. The
Fund shall cause all Securities released from collateral status to be
returned directly to the Custodian, and the Custodian shall receive from
time to time such return of collateral as may be tendered to it. In the
event that the Fund fails to specify in a Certificate the name of the
issuer, the title and number of shares or the principal amount of any
particular Securities to be delivered as collateral by the Custodian, the
Custodian shall not be under any obligation to deliver any Securities.
ARTICLE XIV
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. If the Fund is permitted by the terms of its Articles
of Incorporation and as disclosed in its most recent and currently
effective prospectus to lend its portfolio Securities, within 24 hours
after each loan of portfolio Securities the Fund shall deliver or cause to
be delivered to the Custodian a Certificate specifying with respect to
each such loan: (a) the name of the issuer and the title of the
Securities; (b) the number of shares or the principal amount loaned; (c)
the date of loan and delivery; (d) the total amount to be delivered to the
Custodian against the loan of the Securities, including the amount of cash
collateral and the premium, if any, separately identified; and (e) the
name of the broker, dealer or financial institution to which the loan was
made. The Custodian shall deliver the Securities thus designated to the
broker, dealer or financial institution to which the loan was made upon
receipt of the total amount designated as to be delivered against the loan
of Securities. The Custodian may accept payment in connection with a
delivery otherwise than through the Book-Entry System or Depository only
in the form of a certified or bank cashier's check payable to the order of
the Fund or the Custodian drawn on New York Clearing House funds and may
deliver Securities in accordance with the customs prevailing among dealers
in securities.
2. Promptly after each termination of the loan of
Securities by the Fund, the Fund shall deliver or cause to be delivered to
the Custodian a Certificate specifying with respect to each such loan
termination and return of Securities: (a) the name of the issuer and the
title of the Securities to be returned; (b) the number of shares or the
principal amount to be returned; (c) the date of termination; (d) the
total amount to be delivered by the Custodian (including the cash
collateral for such Securities minus any offsetting credits as described
in said Certificate); and (e) the name of the broker, dealer or financial
institution from which the Securities will be returned. The Custodian
shall receive all Securities returned from the broker, dealer, or
financial institution to which such Securities were loaned and upon
receipt thereof shall pay, out of the moneys held for the account of the
Fund, the total amount payable upon such return of Securities as set forth
in the Certificate.
ARTICLE XV
CONCERNING THE CUSTODIAN
1. Except as hereinafter provided, neither the Custodian
nor its nominee shall be liable for any loss or damage, including counsel
fees, resulting from its action or omission to act or otherwise, either
hereunder or under any Margin Account Agreement, except for any such loss
or damage arising out of its own negligence or willful misconduct. The
Custodian may, with respect to questions of law arising hereunder or under
any Margin Account Agreement, apply for and obtain the advice and opinion
of counsel to the Fund or of its own counsel, at the expense of the Fund,
and shall be fully protected with respect to anything done or omitted by
it in good faith in conformity with such advice or opinion. The Custodian
shall be liable to the Fund for any loss or damage resulting from the use
of the Book-Entry System or any Depository arising by reason of any
negligence, misfeasance or willful misconduct on the part of the Custodian
or any of its employees or agents.
2. Without limiting the generality of the foregoing, the
Custodian shall be under no obligation to inquire into, and shall not be
liable for:
(a) The validity of the issue of any Securities purchased,
sold or written by or for the Fund, the legality of the purchase, sale or
writing thereof, or the propriety of the amount paid or received therefor;
(b) The legality of the issue or sale of any of the Fund's
Shares, or the sufficiency of the amount to be received therefor;
(c) The legality of the redemption of any of the Fund's
Shares, or the propriety of the amount to be paid therefor;
(d) The legality of the declaration or payment of any
dividend by the Fund;
(e) The legality of any borrowing by the Fund using
Securities as collateral;
(f) The legality of any loan of portfolio Securities
pursuant to Article XIV of this Agreement, nor shall the Custodian be
under any duty or obligation to see to it that any cash collateral
delivered to it by a broker, dealer or financial institution or held by it
at any time as a result of such loan of portfolio Securities of the Fund
is adequate collateral for the Fund against any loss it might sustain as a
result of such loan. The Custodian specifically, but not by way of
limitation, shall not be under any duty or obligation periodically to
check or notify the Fund that the amount of such cash collateral held by
it for the Fund is sufficient collateral for the Fund, but such duty or
obligation shall be the sole responsibility of the Fund. In addition, the
Custodian shall be under no duty or obligation to see that any broker,
dealer or financial institution to which portfolio Securities of the Fund
are lent pursuant to Article XIV of this Agreement makes payment to it of
any dividends or interest which are payable to or for the account of the
Fund during the period of such loan or at the termination of such loan,
provided, however, that the Custodian shall promptly notify the Fund in
the event that such dividends or interest are not paid and received when
due; or
(g) The sufficiency or value of any amounts of money
and/or Securities held in any Margin Account, Segregated Security Account
or Collateral Account in connection with transactions by the Fund. In
addition, the Custodian shall be under no duty or obligation to see that
any broker, dealer, futures commission merchant or Clearing Member makes
payment to the Fund of any variation margin payment or similar payment
which the Fund may be entitled to receive from such broker, dealer,
futures commission merchant or Clearing Member, to see that any payment
received by the Custodian from any broker, dealer, futures commission
merchant or Clearing Member is the amount the Fund is entitled to receive,
or to notify the Fund of the Custodian's receipt or non-receipt of any
such payment; provided however that the Custodian, upon the Fund's written
request, shall, as Custodian, demand from any broker, dealer, futures
commission merchant or Clearing Member identified by the Fund the payment
of any variation margin payment or similar payment that the Fund asserts
it is entitled to receive pursuant to the terms of a Margin Account
Agreement or otherwise from such broker, dealer, futures commission
merchant or Clearing Member.
3. The Custodian shall not be liable for, or considered to
be the Custodian of, any money, whether or not represented by any check,
draft or other instrument for the payment of money, received by it on
behalf of the Fund until the Custodian actually receives and collects such
money directly or by the final crediting of the account representing the
Fund's interest at the Book-Entry System or the Depository.
4. The Custodian shall have no responsibility and shall
not be liable for ascertaining or acting upon any calls, conversions,
exchange, offers, tenders, interest rate changes or similar matters
relating to Securities held in the Depository, unless the Custodian shall
have actually received timely notice from the Depository. In no event
shall the Custodian have any responsibility or liability for the failure
of the Depository to collect, or for the late collection or late crediting
by the Depository of any amount payable upon Securities deposited in the
Depository which may mature or be redeemed, retired, called or otherwise
become payable. However, upon receipt of a Certificate from the Fund of
an overdue amount on Securities held in the Depository, the Custodian
shall make a claim against the Depository on behalf of the Fund, except
that the Custodian shall not be under any obligation to appear in,
prosecute or defend any action, suit or proceeding in respect to any
Securities held by the Depository which in its opinion may involve it in
expense or liability, unless indemnity satisfactory to it against all
expense and liability be furnished as often as may be required.
5. The Custodian shall not be under any duty or obligation
to take action to effect collection of any amount due to the Fund from the
Transfer Agent of the Fund nor to take any action to effect payment or
distribution by the Transfer Agent of the Fund of any amount paid by the
Custodian to the Transfer Agent of the Fund in accordance with this
Agreement.
6. The Custodian shall not be under any duty or obligation
to take action to effect collection of any amount, if the Securities upon
which such amount is payable are in default, or if payment is refused
after due demand or presentation, unless and until (i) it shall be
directed to take such action by a Certificate and (ii) it shall be assured
to its satisfaction of reimbursement of its costs and expenses in
connection with any such action.
7. The Custodian may appoint one or more banking
institutions as Depository or Depositories or as Sub-Custodian or Sub-
Custodians, including, but not limited to, banking institutions located in
foreign countries, of Securities and moneys at any time owned by the Fund,
upon terms and conditions approved in a Certificate, which shall, if
requested by the Custodian, be accompanied by an approving resolution of
the Fund's Board of Directors adopted in accordance with Rule 17f-5 under
the Investment Company Act of 1940, as amended.
8. The Custodian shall not be under any duty or obligation
to ascertain whether any Securities at any time delivered to or held by it
for the account of the Fund are such as properly may be held by the Fund
under the provisions of its Articles of Incorporation.
9. (a) The Custodian shall be entitled to receive and the
Fund agrees to pay to the Custodian all reasonable out-of-pocket expenses
and such compensation and fees as are specified on Schedule A hereto. The
Custodian shall not deem amounts payable in respect of foreign custodial
services to be out-of-pocket expenses, it being the parties' intention
that all fees for such services shall be as set forth on Schedule B hereto
and shall be provided for the term of this Agreement without any automatic
or unilateral increase. The Custodian shall have the right to
unilaterally increase the figures on Schedule A on or after March 1, 1992
and on or after each succeeding March 1 thereafter by an amount equal to
50% of the increase in the Consumer Price Index for the calendar year
ending on the December 31 immediately preceding the calendar year in which
such March 1 occurs, provided, however, that during each such annual
period commencing on a March 1, the aggregate increase during such period
shall not be in excess of 10%. Any increase by the Custodian shall be
specified in a written notice delivered to the Fund at least thirty days
prior to the effective date of the increase. The Custodian may charge
such compensation and any expenses incurred by the Custodian in the
performance of its duties pursuant to such agreement against any money
held by it for the account of the Fund. The Custodian shall also be
entitled to charge against any money held by it for the account of the
Fund the amount of any loss, damage, liability or expense, including
counsel fees, for which it shall be entitled to reimbursement under the
provisions of this Agreement. The expenses which the Custodian may charge
against the account of the Fund include, but are not limited to, the
expenses of Sub-Custodians and foreign branches of the Custodian incurred
in settling outside of New York City transactions involving the purchase
and sale of Securities of the Fund.
(b) The Fund shall receive a credit for each calendar
month against such compensation and fees of the Custodian as may be
payable by the Fund with respect to such calendar month in an amount equal
to the aggregate of its Earnings Credit for such calendar month. In no
event may any Earnings Credits be carried forward to any fiscal year other
than the fiscal year in which it was earned, or, unless permitted by
applicable law, transferred to, or utilized by, any other person or
entity, provided that any such transferred Earnings Credit can be used
only to offset compensation and fees of the Custodian for services
rendered to such transferee and cannot be used to pay the Custodian's out-
of-pocket expenses. For purposes of this sub-section (b), the Fund is
permitted to transfer Earnings Credits only to The Dreyfus Corporation,
its affiliates and/or any investment company now or in the future
sponsored by The Dreyfus Corporation or any of its affiliates or for which
The Dreyfus Corporation or any of its affiliates acts as the sole
investment adviser or as the principal distributor. For purposes of this
sub-section (b), a fiscal year shall mean the twelve-month period
commencing on the effective date of this Agreement and on each anniversary
thereof.
10. The Custodian shall be entitled to rely upon any
Certificate, notice or other instrument in writing received by the
Custodian and reasonably believed by the Custodian to be a Certificate.
The Custodian shall be entitled to rely upon any Oral Instructions and any
Written Instructions actually received by the Custodian pursuant to
Article IV or XI hereof. The Fund agrees to forward to the Custodian a
Certificate or facsimile thereof, confirming such Oral Instructions or
Written Instructions in such manner so that such Certificate or facsimile
thereof is received by the Custodian, whether by hand delivery, telex or
otherwise, by the close of business of the same day that such Oral
Instructions or Written Instructions are given to the Custodian. The Fund
agrees that the fact that such confirming instructions are not received by
the Custodian shall in no way affect the validity of the transactions or
enforceability of the transactions hereby authorized by the Fund. The
Fund agrees that the Custodian shall incur no liability to the Fund in
acting upon Oral Instructions given to the Custodian hereunder concerning
such transactions, provided such instructions reasonably appear to have
been received from an Authorized Person.
11. The Custodian shall be entitled to rely upon any
instrument, instruction or notice received by the Custodian and reasonably
believed by the Custodian to be given in accordance with the terms and
conditions of any Margin Account Agreement. Without limiting the
generality of the foregoing, the Custodian shall be under no duty to
inquire into, and shall not be liable for, the accuracy of any statements
or representations contained in any such instrument or other notice
including, without limitation, any specification of any amount to be paid
to a broker, dealer, futures commission merchant or Clearing Member.
12. The books and records pertaining to the Fund which are
in the possession of the Custodian shall be the property of the Fund.
Such books and records shall be prepared and maintained as required by the
Investment Company Act of 1940, as amended, and other applicable
securities laws and rules and regulations. The Fund, or the Fund's
authorized representatives, shall have access to such books and records
during the Custodian's normal business hours. Upon the reasonable request
of the Fund, copies of any such books and records shall be provided by the
Custodian to the Fund or the Fund's authorized representative at the
Fund's expense.
13. The Custodian shall provide the Fund with any report
obtained by the Custodian on the system of internal accounting control of
the Book-Entry System or the Depository, or O.C.C., and with such reports
on its own systems of internal accounting control as the Fund may
reasonably request from time to time.
14. The Fund agrees to indemnify the Custodian against and
save the Custodian harmless from all liability, claims, losses and demands
whatsoever, including attorney's fees, howsoever arising or incurred
because of or in connection with the Custodian's payment or non-payment of
checks pursuant to paragraph 6 of Article XII as part of any check
redemption privilege program of the Fund, except for any such liability,
claim, loss and demand arising out of the Custodian's own negligence or
willful misconduct.
15. Subject to the foregoing provisions of this Agreement,
the Custodian may deliver and receive Securities, and receipts with
respect to such Securities, and arrange for payments to be made and
received by the Custodian in accordance with the customs prevailing from
time to time among brokers or dealers in such Securities.
16. The Custodian shall have no duties or responsibilities
whatsoever except such duties and responsibilities as are specifically set
forth in this Agreement, and no covenant or obligation shall be implied in
this Agreement against the Custodian.
ARTICLE XVI
TERMINATION
1. (a) Except as provided in subparagraphs (b), (c) and
(d) herein, neither party may terminate this Agreement until May 25, 1993.
Any such termination may be effected only by the terminating party giving
to the other party a notice in writing specifying the date of such
termination, which shall be not less than two hundred seventy (270) days
after the date of giving of such notice.
(b) The Fund may at any time terminate this Agreement
if the Custodian has materially breached its obligations under this
Agreement and such breach has remained uncured for a period of thirty days
after the Custodian's receipt from the Fund of written notice specifying
such breach.
(c) Either party, immediately upon written notice to
the other party, may terminate this Agreement upon the Merger or
Bankruptcy of the other party.
(d) The Fund may at any time terminate this Agreement
if the Custodian has materially breached its obligations under the
"Amendment to Transfer Agency Agreements" dated August 18, 1989 and has
not cured such breach as promptly as practicable and in any event within
seven days of its receipt of written notice of such breach, provided that
the Custodian shall not be permitted to cure any such material breach
arising from the willful misconduct of the Custodian.
In the event notice of termination is given by the Fund, it
shall be accompanied by a copy of a resolution of the Directors of the
Fund, certified by the Secretary or any Assistant Secretary, electing to
terminate this Agreement and designating a successor custodian or
custodians, each of which shall be a bank or trust company having not less
than $2,000,000 aggregate capital, surplus and undivided profits. In the
event notice of termination is given by the Custodian, the Fund shall, on
or before the termination date, deliver to the Custodian a copy of a
resolution of its Directors, certified by the Secretary or any Assistant
Secretary, designating a successor custodian or custodians. In the
absence of such designation by the Fund, the Custodian may designate a
successor custodian which shall be a bank or trust company having not less
than $2,000,000 aggregate capital, surplus and undivided profits. Upon
the date set forth in such notice, this Agreement shall terminate and the
Custodian shall, upon receipt of a notice of acceptance by the successor
custodian, on that date deliver directly to the successor custodian all
Securities and moneys then owned by the Fund and held by it as Custodian,
after deducting all fees, expenses and other amounts for the payment or
reimbursement of which it shall then be entitled.
2. If a successor custodian is not designated by the Fund
or the Custodian in accordance with the preceding paragraph, the Fund
shall, upon the date specified in the notice of termination of this
Agreement and upon the delivery by the Custodian of all Securities (other
than Securities held in the Book-Entry System which cannot be delivered to
the Fund) and moneys then owned by the Fund, be deemed to be its own
custodian, and the Custodian shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement, other than the duty with
respect to Securities held in the Book-Entry System, in any Depository or
by a Clearing Member which cannot be delivered to the Fund, to hold such
Securities hereunder in accordance with this Agreement.
ARTICLE XVII
MISCELLANEOUS
1. Annexed hereto as Appendix A is a Certificate setting
forth the names of the present Authorized Persons. The Fund agrees to
furnish to the Custodian a new Certificate in similar form in the event
that any such present Authorized Person ceases to be an Authorized Person
or in the event that other or additional Authorized Persons are elected or
appointed. Until such new Certificate shall be received, the Custodian
shall be fully protected in acting under the provisions of this Agreement
upon Oral Instructions or signatures of the present Authorized Persons as
set forth in the last delivered Certificate.
2. Annexed hereto as Appendix B is a Certificate signed by
two of the present Officers of the Fund setting forth the names of the
present Officers of the Fund. The Fund agrees to furnish to the Custodian
a new Certificate in similar form in the event any such present Officer
ceases to be an Officer of the Fund, or in the event that other or
additional Officers are elected or appointed. Until such new Certificate
shall be received, the Custodian shall be fully protected in acting under
the provisions of this Agreement upon the signatures of the Officers as
set forth in the last delivered Certificate.
3. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Custodian, shall be
sufficiently given if addressed to the Custodian and mailed or delivered
to it at its offices at 110 Washington Street, 13th Floor, New York, New
York 10286, or at such other place as the Custodian may from time to time
designate in writing.
4. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Fund, shall be
sufficiently given if addressed to the Fund and mailed or delivered to it
at its offices at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-
0144, or at such other place as the Fund may from time to time designate
in writing.
5. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties with the
same formality as this Agreement and approved by a resolution of the Board
of Directors of the Fund.
6. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable by the Fund
without the written consent of the Custodian, or by the Custodian without
the written consent of the Fund, authorized or approved by a resolution of
its Board of Directors.
7. This Agreement shall be construed in accordance with
the laws of the State of New York.
8. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective Officers, thereunto duly
authorized, as of the day and year first above written.
DREYFUS GLOBAL INVESTING, INC.
By: ________________________
Attest:
__________________________
THE BANK OF NEW YORK
By: ________________________
Attest:
__________________________
APPENDIX A
DREYFUS GLOBAL INVESTING, INC.
AUTHORIZED SIGNATORIES:
CASH ACCOUNT AND/OR CUSTODIAN
ACCOUNT FOR PORTFOLIO SECURITIES
TRANSACTIONS
Group I Group II
All current Fund officers, Paul Casti, Jr. Alan Eisner
James Meo, Jean Farley, Jeffrey Nachman Lawrence Greene
Frank Greene and Joseph DiMartino Julian Smerling
Phyllis Meiner Robert Dubuss Thomas Durante
Joseph Connolly James Windels
Gregory Gruber Paul Molloy
Cash Account
1. Fees payable to The Bank of New York pursuant to
written agreement with the Fund for services rendered in its
capacity as Custodian or agent of the Fund, or to The
Shareholder Services Group, Inc. in its capacity as Transfer
Agent or agent of the Fund:
Two (2) signatures required, one of which must be
from Group II, except that an officer of the Fund
who also is listed in Group II shall sign only
once.
2. Other expenses of the Fund, $5,000 and under:
Any combination of two (2) signatures from either
Group I or Group II, or both such Groups, except
that an officer of the Fund who also is listed in
Group II shall sign only once.
3. Other expenses of the Fund, over $5,000 but not over
$25,000:
Two (2) signatures required, one of which must be
from Group II, except that an officer of the Fund
who also is listed in Group II shall sign only
once.
4. Other expenses of the Fund, over $25,000:
Two (2) signatures required, one from Group I or
Group II, including any one of the following:
Paul Casti, Jr., James Windels, Jeffrey Nachman or
Alan Eisner, except that no individual shall be
authorized to sign more than once.
Custodian Account for Portfolio Securities Transactions
Two (2) signatures required from any of the following:
All current Fund officers, and Joseph DiMartino,
Robert Dubuss, Alan Eisner, Lawrence Greene,
Julian Smerling, Paul Casti, Jr., Paul Disdier,
James Meo, Jean Farley, Richard Wiener, Robert
Meiner, Paul Molloy, Elizabeth Etienne and Michael
Werbowyj.
DREYFUS GLOBAL INVESTING, INC.
CUSTODY AGREEMENT
APPENDIX B
The undersigned Officers of the Fund do hereby certify that
the following individuals, whose specimen signatures are on file with The
Bank of New York, have been duly elected or appointed by the Fund's Board
to the position set forth opposite their names and have qualified
therefor:
Name Position
Fiona Biggs President and
Investment Officer
Mark N. Jacobs Vice President
Jeffrey N. Nachman Vice President and
Treasurer
Thomas Durante Controller
Daniel C. Maclean Secretary
Robert I. Frenkel Assistant Secretary
Christine Pavalos Assistant Secretary
Barbara L. Kenworthy Investment Officer
Wolodymyr Wronskyj Investment Officer
_________________________ _________________________
Title: Title:
CUSTODY AGREEMENT
APPENDIX C
The following are designated publications for purposes
of paragraph 5(b) of Article III:
The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
The New York Times
Standard & Poor's Called Bond Record
The Wall Street Journal
Schedule A
The fees payable to the Custodian with respect to
securities held in domestic custody are annexed hereto.
DREYFUS GLOBAL INVESTING, INC.
Domestic Custody Fees
Basic Fee: 1/100th of 1% per annum of the first $500,000,000,
and 1/200th of 1% of the excess over $500,000,000
per annum of the total market value of domestic
securities held.
Custodial Transactions:
$ 20.00 per transaction for all physicals, sub-custodian
settlements, writing options and initial
futures transactions.
$ 10.00 per transaction for book entry settlements
$ 5.00 for futures variation margin maintenance
$ 40.00 for Euro CD's (includes BNY London fees)
Schedule B
The fees payable to the Custodian with respect to
securities held in foreign custody are as set forth in a letter dated
January 4, 1990 from Masao Yamaguchi of The Bank of New York to Jeffrey
Nachman of The Dreyfus Corporation.
The above foreign custody fees apply to the following
Global Custody Network countries:
1. Australia 12. Japan
2. Austria 13. Luxembourg
3. Belgium 14. Malasia
4. Canada 15. Netherlands
5. Denmark 16. New Zealand
6. Finland 17. Norway
7. France 18. Singapore
8. Germany 19. Spain
9. Hong Kong 20. Sweden
10. Ireland 21. Switzerland
11. Italy 22. United Kingdom
DREYFUS GLOBAL INVESTING, INC.
SHAREHOLDER SERVICES PLAN
Introduction: It has been proposed that the above-captioned
investment company (the "Fund") adopt a Shareholder Services Plan (the
"Plan") under which the Fund would pay the Fund's distributor, Dreyfus
Service Corporation (the "Distributor"), for providing personal service
and/or maintaining shareholder accounts. 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 Plan is not to be adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended (the "Act"), and the
fee under the Plan is intended to be a "service fee" as defined in Article
III, Section 26, of the NASD Rules of Fair Practice.
The Fund's Board, in considering whether the Fund should
implement a written plan, has requested and evaluated such information as
it deemed necessary to an informed determination as to whether a written
plan should be implemented and has considered such pertinent factors as it
deemed necessary to form the basis for a decision to use Fund assets for
such purposes.
In voting to approve the implementation of such a plan, the
Board has concluded, in the exercise of its reasonable business judgment
and in light of applicable fiduciary duties, that there is a reasonable
likelihood that the plan set forth below will benefit the Fund and its
shareholders.
The Plan: The material aspects of this Plan are as follows:
1. The Fund shall pay to the Distributor a fee at an annual
rate of .25 of 1% of the value of the Fund's average daily net assets
attributable to each class of Fund shares, in respect of the provision of
personal service to shareholders of the respective class and/or
maintenance of shareholder accounts. 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 the purposes of determining the fees payable under this
Plan, the value of the net assets attributable to each class of Fund
shares 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
attributable to such a class.
3. The Board shall be provided, at least quarterly, with a
written report of all amounts expended pursuant to this Plan. The report
shall state the purpose for which the amounts were expended.
4. This Plan will become effective immediately upon 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
Fund and have no direct or indirect financial interest in the operation of
this Plan or in any agreements entered into in connection with this Plan,
pursuant to a vote cast in person at a meeting called for the purpose of
voting on the approval of this Plan.
5. This Plan shall continue for a period of one year from its
effective date, unless earlier terminated in accordance with its terms,
and thereafter shall continue automatically for successive annual periods,
provided such continuance is approved at least annually in the manner
provided in paragraph 4 hereof.
6. This Plan may be amended at any time by the Board, provided
that any material amendments of the terms of this Plan shall become
effective only upon approval as provided in paragraph 4 hereof.
7. This Plan is terminable without penalty at any time by vote
of a majority of the Board members who are not "interested persons" (as
defined in the Act) of the Fund and have no direct or indirect financial
interest in the operation of this Plan or in any agreements entered into
in connection with this Plan.
Dated: November 9, 1992
Effective: January 15, 1993
EXHIBIT 10
January 20, 1992
Dreyfus Global Investing, Inc.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
Gentlemen:
We have acted as counsel to Dreyfus Global Investing, Inc.
(the "Fund") in connection with the preparation of a Registration
Statement on Form N-1A, Registration No. 33-44254 (the
"Registration Statement"), covering shares of Common Stock (the
"Shares") of the Fund.
We have examined copies of the Articles of Incorporation and By-
Laws of the Fund, the Registration Statement and such other
documents, records, papers, statutes and authorities as we deemed
necessary to form a basis for the opinion hereinafter expressed.
In our examination of such material, we have assumed the
genuineness of all signatures and the conformity to original
documents of all copies submitted to us. As to various questions
of fact material to such opinion, we have relied upon statements
and certificates of officers and representatives of the Fund and
others.
Attorneys involved in the preparation of this opinion are admitted
only to the bar of the State of New York. As to various questions
arising under the laws of the State of Maryland, we have relied on
the opinion of Messrs. Venable, Baetjer and Howard, a copy of
which is attached hereto. Qualifications set forth in their
opinion are deemed incorporated herein.
Based upon the foregoing, we are of the opinion that the Shares
of the Fund to be issued in accordance with the terms of the
offering as set forth in the Prospectus included as part of the
Registration Statement, when so issued and paid for, will
constitute validly authorized and issued Shares, fully paid and
non-assessable by the Fund.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to us in the
Prospectus included in the Registration Statement, and to the
filing of this opinion as an exhibit to any application made by
or on behalf of the Fund or any Distributor or dealer in connection
with the registration and qualification of the Fund or its
Shares under the securities laws of any state or jurisdiction. In
giving such permission, we do not admit hereby that we come within the
category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Custodian, Transfer and Dividend Disbursing
Agent, Counsel and Independent Auditors" and to the use of our report
dated December 14, 1994, in this Registration Statement (Form N-1A
No. 33-44254) of Premier Global Investing.
ERNST & YOUNG LLP
New York, New York
December 26, 1994
DREYFUS GLOBAL INVESTING, INC.
(d/b/a Premier Global Investing)
DISTRIBUTION PLAN
Introduction: It has been proposed that the above-captioned
investment company (the "Fund") adopt a Distribution Plan (the "Plan")
relating to its Class B shares in accordance with Rule 12b-1, promulgated
under the Investment Company Act of 1940, as amended (the "Act"). Under
the Plan, the Fund would pay the Fund's distributor (the "Distributor")
for distributing the Fund's Class B shares. If this proposal is to be
implemented, the Act and said Rule 12b-1 require that a written plan
describing all material aspects of the proposed financing be adopted by
the Fund.
The Fund's Board, in considering whether the Fund should implement a
written plan, has requested and evaluated such information as it deemed
necessary to an informed determination as to whether a written plan should
be implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use assets attributable to
the Fund's Class B shares for such purposes.
In voting to approve the implementation of such a plan, the Board
members have concluded, in the exercise of their reasonable business
judgment and in light of their respective fiduciary duties, that there is
a reasonable likelihood that the plan set forth below will benefit the
Fund and holders of its Class B shares.
The Plan: The material aspects of this Plan are as follows:
1. The Fund shall pay to the Distributor for distribution a
fee at an annual rate of .75 of 1% of the value of the average daily net
assets attributable to Class B.
2. For the purposes of determining the fees payable under this
Plan, the value of the Fund's net assets attributable to Class B shall be
computed in the manner specified in the Fund's charter documents as then
in effect for the computation of the value of the Fund's net assets
attributable to such Class.
3. The Fund's Board shall be provided, at least quarterly,
with a written report of all amounts expended pursuant to this Plan. The
report shall state the purpose for which the amounts were expended.
4. This Plan will become effective upon the later to occur of
(i) the consummation of the transactions contemplated by the Amended and
Restated Agreement and Plan of Merger dated as of December 5, 1993 by and
among Mellon Bank Corporation, Mellon Bank, N.A., XYZ Sub Corporation and
The Dreyfus Corporation or (ii) approval by (a) holders of a majority of
the Fund's outstanding Class B shares, and (b) a majority of the Board
members, including a majority of the Board members who are not "interested
persons" (as defined in the Act) of the Fund and have no direct or
indirect financial interest in the operation of this Plan or in any
agreements entered into in connection with this Plan, pursuant to a vote
cast in person at a meeting called for the purpose of voting on the
approval of this Plan.
5. This Plan shall continue for a period of one year from its
effective date, unless earlier terminated in accordance with its terms,
and thereafter shall continue automatically for successive annual periods,
provided such continuance is approved at least annually in the manner
provided in paragraph 4(b) hereof.
6. This Plan may be amended at any time by the Fund's Board,
provided that (a) any amendment to increase materially the costs which the
Fund may bear pursuant to this Plan shall be effective only upon approval
by a vote of the holders of a majority of the Fund's outstanding Class B
shares, and (b) any material amendments of the terms of this Plan shall
become effective only upon approval as provided in paragraph 4(b) hereof.
7. This Plan is terminable without penalty at any time by (a)
vote of a majority of the Board members who are not "interested persons"
(as defined in the Act) of the Fund and have no direct or indirect
financial interest in the operation of this Plan or in any agreements
entered into in connection with this Plan, or (b) vote of the holders of a
majority of the Fund's outstanding Class B shares.
Dated: May 31, 1994
OTHER EXHIBIT
DREYFUS GLOBAL INVESTING, INC.
Certificate of Assistant Secretary
The undersigned, Christine Pavalos, Assistant Secretary of
Dreyfus Global Investing, Inc. (the "Fund"), hereby certifies that set
forth below is a copy of the resolution adopted by the Fund's Board of
Directors authorizing the signing by Mark N. Jacobs, Steven F. Newman,
Robert I. Frenkel or Michael A. Rosenberg on behalf of the proper officers
of the Fund pursuant to a power of attorney.
RESOLVED, that the Registration Statement and any and
all amendments and supplements thereto, may be signed by any one of Mark
N. Jacobs, Robert I. Frenkel, Steven F. Newman and Michael A. Rosenberg as
the attorney-in-fact for the proper officers of the Corporation, with full
power of substitution and resubstitution; and that the appointment of each
of such persons as such attorney-in-fact hereby is authorized and
approved; and that such attorneys-in-fact, and each of them, shall have
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with such Registration
Statement and any and all amendments and supplements thereto, as fully to
all intents and purposes as the officer, for whom he or she is acting as
attorney-in-fact, might or could do in person.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed
the Seal of the Fund on December 21, 1991.
/s/Christine Pavalos
Christine Pavalos
Assistant Secretary
(SEAL)
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<ARTICLE> 6
<CIK> 0000881773
<NAME> PREMIER GLOBAL INVESTING
<SERIES>
<NUMBER> 1
<NAME> CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-END> OCT-31-1994
<INVESTMENTS-AT-COST> 150063
<INVESTMENTS-AT-VALUE> 158791
<RECEIVABLES> 5772
<ASSETS-OTHER> 311
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 164874
<PAYABLE-FOR-SECURITIES> 6758
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<OTHER-ITEMS-LIABILITIES> 2202
<TOTAL-LIABILITIES> 8960
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 144282
<SHARES-COMMON-STOCK> 5008
<SHARES-COMMON-PRIOR> 4817
<ACCUMULATED-NII-CURRENT> 738
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2411
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 8483
<NET-ASSETS> 79017
<DIVIDEND-INCOME> 1679
<INTEREST-INCOME> 1704
<OTHER-INCOME> 0
<EXPENSES-NET> 2491
<NET-INVESTMENT-INCOME> 892
<REALIZED-GAINS-CURRENT> 2894
<APPREC-INCREASE-CURRENT> 2121
<NET-CHANGE-FROM-OPS> 5907
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 360
<DISTRIBUTIONS-OF-GAINS> 2787
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1804
<NUMBER-OF-SHARES-REDEEMED> 1794
<SHARES-REINVESTED> 180
<NET-CHANGE-IN-ASSETS> 39952
<ACCUMULATED-NII-PRIOR> 354
<ACCUMULATED-GAINS-PRIOR> 4022
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1076
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2491
<AVERAGE-NET-ASSETS> 78099
<PER-SHARE-NAV-BEGIN> 15.58
<PER-SHARE-NII> .15
<PER-SHARE-GAIN-APPREC> .71
<PER-SHARE-DIVIDEND> .08
<PER-SHARE-DISTRIBUTIONS> .58
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.78
<EXPENSE-RATIO> .014
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000881773
<NAME> PREMIER GLOBAL INVESTING
<SERIES>
<NUMBER> 2
<NAME> CLASS B
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-END> OCT-31-1994
<INVESTMENTS-AT-COST> 150063
<INVESTMENTS-AT-VALUE> 158791
<RECEIVABLES> 5772
<ASSETS-OTHER> 311
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 164874
<PAYABLE-FOR-SECURITIES> 6758
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2202
<TOTAL-LIABILITIES> 8960
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 144282
<SHARES-COMMON-STOCK> 4933
<SHARES-COMMON-PRIOR> 2640
<ACCUMULATED-NII-CURRENT> 738
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2411
<OVERDISTRIBUTION-GAINS> 0
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<NET-ASSETS> 76897
<DIVIDEND-INCOME> 1679
<INTEREST-INCOME> 1704
<OTHER-INCOME> 0
<EXPENSES-NET> 2491
<NET-INVESTMENT-INCOME> 892
<REALIZED-GAINS-CURRENT> 2894
<APPREC-INCREASE-CURRENT> 2121
<NET-CHANGE-FROM-OPS> 5907
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 148
<DISTRIBUTIONS-OF-GAINS> 1717
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2482
<NUMBER-OF-SHARES-REDEEMED> 308
<SHARES-REINVESTED> 119
<NET-CHANGE-IN-ASSETS> 39952
<ACCUMULATED-NII-PRIOR> 354
<ACCUMULATED-GAINS-PRIOR> 4022
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1076
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2491
<AVERAGE-NET-ASSETS> 78099
<PER-SHARE-NAV-BEGIN> 15.49
<PER-SHARE-NII> .06
<PER-SHARE-GAIN-APPREC> .67
<PER-SHARE-DIVIDEND> .05
<PER-SHARE-DISTRIBUTIONS> .58
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.59
<EXPENSE-RATIO> .022
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frederick C. Dey, Eric
B. Fischman, Ruth D. Leibert and John E. Pelletier and each of them, with
full power to act without the other, her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for her and in 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 Premier
Global Investing (including post-effective amendments and amendments
thereto), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
ratifying and confirming all that said attorneys-in-fact and agents or any
of them, or their or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Marie E. Connolly
President and Treasurer - Premier Global Investing
Date: October 24, 1994
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frederick C. Dey, Eric B.
Fischman, Ruth D. Leibert and John E. Pelletier and each of them, with full
power to act without the other, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities (until revoked
in writing) to sign any and all amendments to the Registration Statement for
each Fund listed on Schedule A attached hereto, (including post-effective
amendments and amendments thereto), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every
act and thing ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
_______________________________ _____________________________
Gordon J. Davis, Board Member Daniel Rose, Board Member
________________________________ ______________________________
David P. Feldman, Board Member Sander Vanocur, Board Member
________________________________ ______________________________
Lynn Martin, Board Member Anne Wexler, Board Member
________________________________ _____________________________
Eugene McCarthy, Board Member Rex Wilder, Board Member
Dated: August 30, 1994
