Securities Act File No. 33-44254
Investment Company Act File No. 811-6490
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
--
Pre-Effective Amendment No. _
Post-Effective Amendment No. 17 /X/
--
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
--
Amendment No. 17 /X/
--
(Check appropriate box or boxes)
DREYFUS PREMIER INTERNATIONAL FUNDS,INC.
(formerly, DREYFUS PREMIER INTERNATIONAL GROWTH FUND, INC.)
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6130
Mark N. Jacobs, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
copy to:
Lewis G. Cole, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
It is proposed that this filing will become effective (check
appropriate box)
____ immediately upon filing pursuant to paragraph (b)
X on May 8, 1998 pursuant to paragraph (b)
____ 60 days after filing pursuant to paragraph (a)(i)
____ on (date) 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:
_X_ this post-effective amendment designates a new
effective date for a previously filed post-effective
amendment.
<PAGE>
DREYFUS PREMIER INTERNATIONAL FUNDS, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
FORM N-1A CAPTION PAGE
1 Cover Cover Page
2 Synopsis Cover Page
3 Condensed Financial Information 3
4 General Description of Registrant 6
5 Management of the Fund 12
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 42
7 Purchase of Securities Being Offered 15
8 Redemption or Repurchase 30
9 Pending Legal Proceedings *
Items in
Part B of
FORM N-1A
10 Cover Page B-1
11 Table of Contents B-1
12 General Information and History *
13 Investment Objectives and Policies B-3
14 Management of the Fund B-16
15 Control Persons and Principal Holders
of Securities B-20
16 Investment Advisory and Other Services B-21
17 Brokerage Allocation B-36
18 Capital Stock and Other Securities B-39
19 Purchase, Redemption and Pricing of
Securities Being Offered B-24,
B-27, B-32
20 Tax Status B-33
21 Underwriters *
22 Calculations of Performance Data B-37
23 Financial Statements B-40
Items in
Part C of
FORM N-1A
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under Common
Control with Registrant C-3
26 Number of Holders of Securities C-3
27 Indemnification C-4
28 Business and Other Connections of
Investment Adviser C-5
29 Principal Underwriters C-9
30 Location of Accounts and Records C-13
31 Management Services C-14
32 Undertakings C-14
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*Omitted since answer is negative or inapplicable.
<PAGE>
PROSPECTUS MAY 8, 1998
DREYFUS PREMIER GREATER CHINA FUND
Dreyfus Premier Greater China Fund (the "Fund") is a separate
non-diversified portfolio of Dreyfus Premier International Funds, Inc., an
open-end, management investment company (the "Company"), known as a mutual fund.
The Fund's investment objective is long-term capital appreciation. The Fund will
invest principally in the securities of companies that are traded primarily in
the markets of the "Greater China" region, consisting of the People's Republic
of China ("China"), Hong Kong and Taiwan, and of companies that derive a
substantial portion of their revenues from business activities in the Greater
China region.
By this Prospectus, the Fund is offering four Classes of shares--Class
A, Class B, Class C and Class R--which are described herein. See "Alternative
Purchase Methods."
You can purchase or redeem all Classes of shares by telephone using
the TELETRANSFER Privilege.
The Dreyfus Corporation serves as the Fund's investment adviser. The
Dreyfus Corporation has engaged Hamon U.S. Investment Advisors Limited ("Hamon")
to serve as the Fund's sub-investment adviser and provide day-to-day management
of the Fund's investments. The Dreyfus Corporation and Hamon are referred to
collectively as the "Advisers."
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This Prospectus sets forth concisely information about the Fund that
you should know before investing. It should be read and retained for future
reference.
The Statement of Additional Information, dated May 8, 1998, 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. The Securities and Exchange Commission maintains a Web site
(http://www.sec.gov) that contains the Statement of Additional Information,
material incorporated by reference, and other information regarding the Fund.
For a free copy of the Statement of Additional Information, write to the Fund at
144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or call
1-800-554-4611. When telephoning, ask for Operator 144.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. MUTUAL
FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL. THE NET ASSET VALUE OF FUNDS OF THIS TYPE WILL FLUCTUATE FROM TIME TO
TIME.
TABLE OF CONTENTS
Page
Fee Table...............................................
Alternative Purchase Methods............................
Description of the Fund.................................
Management of the Fund..................................
How to Buy Shares.......................................
Shareholder Services....................................
How to Redeem Shares....................................
Distribution Plan and Shareholder
Services Plan...........................................
Dividends, Distributions and Taxes......................
Performance Information.................................
General Information.....................................
Appendix................................................
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
<TABLE>
FEE TABLE
CLASS A CLASS B CLASS C CLASS R
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as
a percentage of offering price)............................ 5.75% None None None
Maximum Deferred Sales Charge Imposed on
Redemptions (as a percentage of the
amount subject to charge)................................ None* 4.00% 1.00% None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Management Fees............................................ 1.25% 1.25% 1.25% 1.25%
12b-1 Fees................................................. None .75% .75% None
Other Expenses............................................. .55% .55% .55% .30%
Total Fund Operating Expenses.............................. 1.80% 2.55% 2.55% 1.55%
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............................. $75 $66/$26** $36/$26** $16
3 YEARS............................ $111 $109/$79** $79 $49
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* A contingent deferred sales charge of 1.00% may be assessed on certain
redemptions of Class A shares purchased without an initial sales charge as
part of an investment of $1 million or more.
** Assuming no redemption of shares.
</TABLE>
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THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF 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 costs and expenses borne by the Fund and investors, the payment of which
will reduce investors' annual return. Other Expenses are based on estimated
amounts for the current fiscal year. Long-term investors in Class B or Class C
shares could pay more in 12b-1 fees than the economic equivalent of paying a
front-end sales charge. The information in the foregoing table does not reflect
any fee waivers or expense reimbursement arrangements that may be in effect.
Certain Service Agents (as defined below) may charge their clients direct fees
for effecting transactions in Fund shares; such fees are not reflected in the
foregoing table. For a further description of the various costs and expenses
incurred in the operation of the Fund, as well as expense reimbursement or
waiver arrangements, see "Management of the Fund," "How to Buy Shares" and
"Distribution Plan and Shareholder Services Plan."
ALTERNATIVE PURCHASE METHODS
The Fund offers you four methods of purchasing shares. Orders for
purchases of Class R shares, however, may be placed only for certain eligible
investors as described below. If you are not eligible to purchase Class R
shares, you may choose from Class A, Class B and Class C the Class of shares
that best suits your needs, given the amount of your purchase, the length of
time you expect to hold your shares and any other relevant circumstances. Each
Fund share represents an identical pro rata interest in the Fund's investment
portfolio.
Class A shares are sold at net asset value per share plus a maximum
initial sales charge of 5.75% of the public offering price imposed at the time
of purchase. The initial sales charge may be reduced or waived for certain
purchases. See "How to Buy Shares--Class A Shares." These shares are subject to
an annual service fee at the rate of .25 of 1% 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 sales
charge when you 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 Shares--Class B Shares"
and "How to Redeem Shares--Contingent Deferred Sales Charge--Class B Shares."
These shares also are subject to an annual service fee at the rate of .25 of 1%
of the value of the average daily net assets of Class B. In addition, Class B
shares are subject to an annual distribution fee at the rate of .75 of 1% of the
value of the average daily net assets of Class B. 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 such 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.
Class C shares are sold at net asset value per share with no sales
charge when you purchase; as a result, the entire purchase price is immediately
invested in the Fund. Class C shares are subject to a 1% CDSC, which is assessed
only if you redeem Class C shares within one year of purchase. See "How to
Redeem Shares--Class C Shares." These shares also are subject to an annual
service fee at the rate of .25 of 1%, and an annual distribution fee at the rate
of .75 of 1%, of the value of the average daily net assets of Class C. See
"Distribution Plan and Shareholder Services Plan." The distribution fee paid by
Class C will cause such Class to have a higher expense ratio and to pay lower
dividends than Class A.
Class R shares may not be purchased directly by individuals, although
eligible institutions may purchase Class R shares for certain accounts
maintained by individuals. Class R shares are sold at net asset value per share
only to institutional investors acting for themselves or in a fiduciary,
advisory, agency, custodial or similar capacity for qualified or non-qualified
employee benefit plans, including pension, profit-sharing, SEP-IRAs and other
deferred compensation plans, whether established by corporations, partnerships,
non-profit entities or state and local governments, but not including IRAs or
IRA "Rollover Accounts." Class R shares are not subject to an annual service fee
or distribution fee.
The decision as to which Class of shares is more beneficial to you
depends on the amount and the intended length of your investment. If you are not
eligible to purchase Class R shares, you should consider whether, during the
anticipated life of your investment in the Fund, the accumulated distribution
fee and CDSC, if any, on Class B or Class C shares 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.
Additionally, if you qualify for reduced initial sales charges and expect to
maintain your investment for an extended period of time, you might consider
purchasing Class A shares because the accumulated continuing distribution fees
on Class B or Class C shares may exceed the initial sales charge on Class A
shares during the life of the investment. Finally, you should consider the
effect of the CDSC period and any conversion rights of the Classes in the
context of your own investment time frame. For example, while Class C shares
have a shorter CDSC period than Class B shares, Class C shares do not have a
conversion feature and, therefore, are subject to an ongoing distribution fee.
Thus, Class A and Class B shares may be more attractive than Class C shares to
investors with longer term investment outlooks. Generally, Class A shares may be
more appropriate for investors who invest $100,000 or more in Fund shares.
DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE
The Fund's investment objective is long-term capital appreciation. It
cannot be changed without approval by the holders of a majority (as defined in
the Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund's
outstanding voting shares. There can be no assurance that the Fund's investment
objective will be achieved.
INVESTMENT APPROACH
The Fund's investment approach is growth-oriented in both market and
stock selection. To manage the Fund, the Advisers will combine a top-down
country allocation process with a bottom-up company and sector analysis focusing
on companies exhibiting growth and reasonable value. In the top-down country
allocation process, the Advisers will evaluate macroeconomic and geopolitical
factors, with an emphasis on growth and liquidity trends. In the bottom-up
company and sector process, the Advisers will evaluate financial, operational
and management factors to identify companies with high growth rates at
reasonable valuations relative to comparable companies and the market. The
Advisers anticipate that the Fund typically will invest in the securities of no
more than 50 companies.
MANAGEMENT POLICIES
Under normal circumstances, the Fund will invest at least 80% of the
value of its total assets in securities of companies that are traded primarily
in the markets of the "Greater China" region, consisting of China, Hong Kong and
Taiwan, and of companies that derive a substantial portion of their revenues
from business activities in the Greater China region. The principal offices of
these companies may be located outside China.
The equity securities in which the Fund may invest consist of common
stocks and preferred stocks, depositary receipts and warrants, or their
equivalents. The Fund also may invest in convertible securities and debt
securities, including those rated below investment grade, when management
believes that such securities offer opportunities for capital appreciation.
Securities rated below investment grade are considered to have predominantly
speculative characteristics with respect to capacity to pay interest and repay
principal. The Fund intends to invest less than 10% of its net assets in debt
securities rated lower than investment grade. See "Investment Considerations and
Risks--Fixed-Income Securities" below for a discussion of certain risks.
The Fund may invest, to a limited extent, in securities issued by
other investment companies, as set forth under "Appendix -- Certain Portfolio
Securities -- Investment Companies." While seeking desirable investments, 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 set forth under "Appendix--Certain
Portfolio Securities--Money Market Instruments." Under normal market conditions,
the Fund may have up to 25% of its assets invested in money market instruments.
However, when the Advisers determine that adverse market conditions exist, the
Fund may adopt a temporary defensive posture and invest all of its assets in
money market instruments. The Fund also may invest in money market instruments
in anticipation of investing cash positions.
The Fund's annual portfolio turnover rate is not expected to exceed
200%. A turnover rate of 100% is equivalent to the Fund buying and selling all
of the securities in its portfolio once in the course of a year. Higher
portfolio turnover rates usually generate additional brokerage commissions and
expenses and the short-term gains realized from these transactions are taxable
to shareholders as ordinary income. The Fund may engage in various investment
techniques, such as foreign currency transactions, options and futures
transactions, leveraging and short-selling. For a discussion of the investment
techniques and their related risks, see "Investment Considerations and Risks"
and "Appendix--Investment Techniques" below and "Investment Objective and
Management Policies--Management Policies" in the Statement of Additional
Information.
INVESTMENT CONSIDERATIONS AND RISKS
SPECIAL RISK FACTOR--INVESTING IN THE GREATER CHINA REGION--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.
Because 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, seizure or
nationalization of foreign deposits and adoption of governmental restrictions
which might adversely affect or restrict the payment of principal and interest
on the foreign securities to investors located outside the country of the
issuer, whether from currency blockage or otherwise.
Since foreign securities often are purchased with 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.
The risks associated with investing in foreign securities are often
heightened for investments in emerging markets countries, such as those in the
Greater China region. These heightened risks include:
(i) Greater risks of expropriation, confiscatory taxation,
nationalization, and less social, political and economic stability. Since 1978,
China's leaders have implemented economic reforms which have transformed China
from a socialist economy to one that is increasingly market-based. These changes
have included the creation of two domestic stock exchanges, and have stimulated
growth. The continued economic development of China will depend on the
continuation of governmental support for economic reforms. Investments in China
also are affected significantly by domestic political developments. Uncertainty
exists, particularly with respect to China's relationship with the U.S. and
Taiwan, and the manner in which it will govern Hong Kong. Actions by China's
leaders could cause extreme short-term volatility and trading restrictions in
Greater China region stocks.
Although China has committed by treaty to preserve the economic and
social freedoms enjoyed in Hong Kong for 50 years after regaining control of
Hong Kong in July 1997, the continuation of the current form of the economic
system in Hong Kong will depend on the actions of the government of China.
Business confidence in Hong Kong may be affected significantly by such
developments, which in turn may affect markets and business performance.
Recently, the markets of the Greater China region have experienced
significant volatility. For the first nine months of 1997, positive sentiment
dominated the markets and stock valuations reached all time highs in Hong Kong
with the Hang Seng Index rising 55.5%. The China Affiliated Corporate Index rose
23.5% and Taiwan's Weighted Index rose 23.6% in the same period. However, the
Asian currency crisis triggered sharp declines in the Hong Kong market and in
particular the China-related "Red Chip" sector, as fears over high interest
rates, declining property prices, and a slowdown in economic growth surfaced for
Hong Kong. For China, fears over loss of economic competitiveness and the value
of the Renminbi also resulted in declines in this market. The Hang Seng Index
and the China Affiliated Corporate Index ended the year down 20.3% and 5.0%,
respectively. While the Taiwan Weighted Index posted an 18.1% gain in 1997, the
currency declined 18.5% against the U.S. dollar over the year.
Investments in Taiwan could be affected by its political and economic
relationship with China, particularly in light of recent domestic political
events in Taiwan that have increased the influence of pro-independent parties.
Uncertainty over the prospects for political unification between the two
countries could make investment in Taiwan particularly volatile, especially if
China threatens political or military action.
(ii) The small current size of the markets for many securities of
Greater China region issuers and the currently low volume of trading, may result
in lack of liquidity and in price volatility. A high proportion of the
securities of many issuers may be held by a limited number of persons and
financial institutions, which may limit the number of available investments for
the Fund. The limited liquidity of the securities markets in the Greater China
region also may affect the Fund's ability to acquire or dispose of securities at
the price and time the Fund desires to do so. The Chinese, Hong Kong and Taiwan
stock markets are undergoing a period of growth and change which may result in
trading volatility and difficulties in the settlement and recording of
transactions, and in interpreting and applying the relevant law and regulations.
In particular, the securities industry in China is relatively new, and China has
yet to develop comprehensive securities or corporate or commercial laws, or to
adhere to internationally accepted accounting principles. Foreign ownership
limits exist on all securities.
(iii) Certain national policies which may restrict the Fund's
investment opportunities, including restrictions on investing in issuers or
industries deemed sensitive to relevant national interests.
(iv) The absence of developed legal structures governing private or
foreign investment and private property.
(v) Some countries in the Greater China region have fixed or managed
currencies which are not free-floating against the U.S. dollar. Further, the
currencies of certain emerging markets countries have experienced a steady, and
in some instances (such as in certain Southeast Asian countries in late 1997)
rapid devaluation relative to the U.S. dollar. If this were to occur with
respect to any country or countries in the Greater China region and the Fund
were unable to hedge the U.S. dollar value of securities it owns denominated in
such currencies, the Fund's net asset value would be adversely affected. The
recent devaluations of currencies of Southeast Asian countries may result in
reductions in their cost structures which could have material adverse effects on
the competitive positions and profit margins of companies located in the Greater
China region.
(vi) Many emerging markets countries have experienced substantial, and
in some periods extremely high, rates of inflation for many years. Inflation and
rapid fluctuations in inflation rates have had, and may continue to have,
negative effects on the economies and securities markets of emerging markets
countries.
Like investments in other foreign countries, investments in the
Greater China region also include other risks, such as the unavailability of
reliable information about issuers, different auditing and legal standards, and
possible imposition of exchange control regulations (including currency
blockage). Also, transactions are likely to be more costly due to currency
conversion costs and higher brokerage and custodial costs, and may be more
subject to delays and disruptions in securities settlement procedures.
GENERAL--The Fund's net asset value per share should be expected to fluctuate.
Investors should consider the Fund as a supplement to an overall investment
program and should invest only if they are willing to undertake the risks
involved. See "Investment Objective and Management Policies" in the Statement of
Additional Information for a further discussion of certain risks.
EQUITY SECURITIES--Equity securities fluctuate in value, often based on factors
unrelated to the value of the issuer of the securities, and such fluctuations
can be pronounced. Changes in the value of the Fund's investments will result in
changes in the value of its shares and thus the Fund's total return to
investors. The Fund may purchase securities in all available securities trading
markets, including initial public offerings and the aftermarket.
The Fund may purchase securities of smaller capitalization companies,
the prices of which may be subject to more abrupt or erratic market movements
than larger, more established companies, because these securities typically are
traded in lower volume and the issuers typically are subject to a greater degree
to changes in earnings and prospects. Such risk also may affect issuers in
emerging markets countries, as more fully described above.
FOREIGN CURRENCY TRANSACTIONS--A substantial portion of the securities purchased
by the Fund may be denominated in foreign currencies. 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. See "Appendix--Investment Techniques--Foreign
Currency Transactions."
FIXED-INCOME SECURITIES--For the portion of the Fund's assets that may be
invested in fixed-income 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 generally are inversely affected by
changes in interest rates and, therefore, are subject to the risk of market
price fluctuations. The values of fixed-income securities also may be affected
by changes in the credit rating or financial condition of the issuer. Certain
securities that may be purchased by the Fund, such as those rated Baa or lower
by Moody's Investors Service, Inc. ("Moody's") and BBB or lower by Standard &
Poor's Ratings Group ("S&P"), Fitch IBCA, Inc. ("Fitch") and Duff & Phelps
Credit Rating Co. ("Duff"), may be subject to such risk with respect to the
issuing entity and to greater market fluctuations than certain lower yielding,
higher rated fixed-income securities. The Fund may invest up to 10% of its net
assets in higher yielding (and, therefore, higher risk) debt securities such as
those rated Ba by Moody's or BB by S&P, Fitch or Duff or as low as the lowest
rating assigned by Moody's, S&P, Fitch or Duff. The retail secondary market for
these securities may be less liquid than that of higher rated securities;
adverse conditions could make it difficult at times for the Fund to sell certain
securities or could result in lower prices than those used in calculating the
Fund's net asset value. Once the rating of a portfolio security has been
changed, the Fund will consider all circumstances deemed relevant in determining
whether to continue to hold the security. See "Appendix--Certain Portfolio
Securities--Ratings" below and "Appendix" in the Statement of Additional
Information.
USE OF DERIVATIVES--The Fund may invest in derivatives ("Derivatives"). These
are financial instruments which derive their performance, at least in part, from
the performance of an underlying asset, index or interest rate. The Derivatives
the Fund may use include options and futures. While Derivatives can be used
effectively in furtherance of the Fund's investment objective, under certain
market conditions, they can increase the volatility of the Fund's net asset
value, decrease the liquidity of the Fund's investments and make more difficult
the accurate pricing of the Fund's portfolio. See "Appendix--Investment
Techniques--Use of Derivatives" below, and "Investment Objective and Management
Policies--Management Policies--Derivatives" in the Statement of Additional
Information.
NON-DIVERSIFIED STATUS--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 1940 Act. A
"diversified" investment company is required by the 1940 Act generally to
invest, with respect to 75% of its total assets, not more than 5% of such assets
in the securities of a single issuer. 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, the Fund's portfolio may be more
sensitive to changes in the market value of a single issuer or industry.
However, to meet Federal tax requirements, at the close of each quarter the Fund
may not have more than 25% of its total assets invested in any one issuer and,
with respect to 50% of total assets, not more than 5% of its total assets
invested in any one issuer. The Fund may not invest more than 25% of its assets
in any one industry. These limitations do not apply to U.S. Government
securities.
SIMULTANEOUS INVESTMENTS--Investment decisions for the Fund are made
independently from those of other investment companies or accounts advised by
the Advisers. If, however, such other investment companies or accounts desire to
invest in, or dispose of, the same securities as the Fund, available investments
or opportunities for sales will be allocated equitably to each. In some cases,
this procedure may adversely affect the size of the position obtained for or
disposed of by the Fund or the price paid or received by the Fund.
YEAR 2000 RISKS--Like other mutual funds, financial and business organizations
and individuals around the world, the Fund could be adversely affected if the
computer systems used by The Dreyfus Corporation and the Fund's other service
providers do not properly process and calculate date-related information and
data from and after January 1, 2000. This is commonly known as the "Year 2000
Problem." The Dreyfus Corporation is taking steps to address the Year 2000
Problem with respect to the computer systems that it uses and to obtain
assurances that comparable steps are being taken by the Fund's other major
service providers. At this time, however, there can be no assurance that these
steps will be sufficient to avoid any adverse impact on the Fund.
MANAGEMENT OF THE FUND
INVESTMENT ADVISERS--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 March 31, 1998, The Dreyfus Corporation managed or administered
approximately $100 billion in assets for approximately 1.7 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 Company,
subject to the authority of the Company's Board in accordance with Maryland law.
The Dreyfus Corporation has engaged Hamon, located at 2903-5 Alexandra
House, 16-20 Chater Road, Hong Kong, to serve as the Fund's sub-investment
adviser. Hamon is a registered investment adviser incorporated in Hong Kong. It
is a wholly owned subsidiary of The Hamon Investment Group Plc Limited ("Hamon
Investment Group"), a Hong Kong based fund management group specializing in
Asia. The group provides investment management services for portfolios of listed
and unlisted securities and offers discretionary and advisory services for
institutions, corporations and pension funds, as well as various open-end and
closed-end mutual funds. As of December 31, 1997, Hamon had approximately $300
million under management.
Hamon, subject to the supervision and approval of The Dreyfus
Corporation, provides investment advisory assistance and the day-to-day
management of the Fund's investments, as well as investment research and
statistical information, under a Sub-Investment Advisory Agreement with The
Dreyfus Corporation, subject to the overall authority of the Company's Board in
accordance with Maryland law. The Fund's primary portfolio manager is Mandy
Tong. Mandy Tong has had over 10 years experience as an analyst and fund manager
covering the Asian equity markets. Since joining Hamon Investment Group in 1995,
Ms. Tong's focus has been on the markets of Hong Kong, China and Taiwan. She is
responsible for Hamon Investment Group's stock selection in these markets, as
well as for managing several corporate and individual portfolios. Prior to
joining Hamon Investment Group, Ms. Tong worked for a Swiss private bank and
Merrill Lynch Pierce Fenner & Smith, where she gained important investment
banking experience during the opening of China's B Share market.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international markets.
Mellon is among the twenty-five largest bank holding companies in the United
States based on total assets. Mellon's principal wholly-owned subsidiaries are
Mellon Bank, N.A., Mellon Bank (DE) National Association, Mellon Bank (MD), The
Boston Company, Inc., AFCO Credit Corporation and a number of companies known as
Mellon Financial Services Corporations. Through its subsidiaries, including The
Dreyfus Corporation, Mellon managed more than $305 billion in assets as of
December 31, 1997, including approximately $104 billion in proprietary mutual
fund assets. As of December 31, 1997, Mellon, through various subsidiaries,
provided non-investment services, such as custodial or administration services,
for more than $1.532 trillion in assets, including approximately $60 billion in
mutual fund assets.
Under the terms of the Management Agreement, the Fund has agreed to
pay The Dreyfus Corporation a monthly fee at the annual rate of 1.25% 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 expense ratio
of the Fund and increasing yield to investors. 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.
Under the Sub-Investment Advisory Agreement, The Dreyfus Corporation
has agreed to pay Hamon a monthly fee at the annual rate of .625 of 1% of the
value of the Fund's average daily net assets.
In allocating brokerage transactions, the Advisers seek to obtain the
best execution of orders at the most favorable net price. Subject to this
determination, the Advisers may consider, among other things, the receipt of
research services and/or the sale of shares of the Fund or other funds managed,
advised or administered by The Dreyfus Corporation as factors in the selection
of broker-dealers to execute portfolio transactions for the Fund. See "Portfolio
Transactions" in the Statement of Additional Information.
EXPENSES--All expenses incurred in the operation of the Company are borne by the
Company, except to the extent specifically assumed by The Dreyfus Corporation.
The expenses borne by the Company include: organizational costs, taxes,
interest, brokerage fees and commissions, if any, fees of Board members who are
not officers, directors, employees or holders of 5% or more of the outstanding
voting securities of The Dreyfus Corporation or Hamon or any of their
affiliates, Securities and Exchange Commission fees, state Blue Sky
qualification fees, advisory fees, charges of registrars and custodians,
transfer and dividend disbursing agents' fees, outside auditing and legal
expenses, costs of maintaining the Company's existence, costs attributable to
investor services, costs of preparing and printing prospectuses and statements
of additional information for regulatory purposes and for distribution to
existing shareholders, costs of shareholders' reports and meetings, and any
extraordinary expenses. Expenses attributable to the Fund are charged against
the assets of the Fund; other expenses of the Company are allocated among the
Company's portfolios on the basis determined by the Company's Board, including,
but not limited to, proportionately in relation to the net assets of each
portfolio.
In addition, Class B and Class C shares may be subject to certain
distribution fees and Class A, Class B and Class C shares may be subject to
certain service fees. See "Distribution Plan and Shareholder Services Plan."
The Dreyfus Corporation may pay the Fund's distributor for shareholder
services from The Dreyfus Corporation's own assets, including past profits but
not including the management fee paid by the Fund. The Fund's distributor may
use part or all of such payments to pay Service Agents in respect of these
services.
DISTRIBUTOR--The Fund's distributor is Premier Mutual Fund Services, Inc. (the
"Distributor"), located at 60 State Street, Boston, Massachusetts 02109. The
Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN--Dreyfus Transfer, Inc., a
wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671, Providence,
Rhode Island 02940-9671, and serves as the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is the Fund's Custodian.
HOW TO BUY SHARES
GENERAL--Class A shares, Class B shares and Class C shares may be purchased only
by clients of certain financial institutions (which may include banks),
securities dealers ("Selected Dealers") and other industry professionals
(collectively, "Service Agents"), except that 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 Company's Board, or the spouse or minor
child of any of the foregoing may purchase Class A shares directly through the
Distributor. Subsequent purchases may be sent directly to the Transfer Agent or
your Service Agent.
Class R shares are offered only to institutional investors acting for
themselves or in a fiduciary, advisory, agency, custodial or similar capacity
for qualified or non-qualified employee benefit plans, including pension,
profit-sharing, SEP-IRAs and other deferred compensation plans, whether
established by corporations, partnerships, non-profit entities or state and
local governments ("Retirement Plans"). The term "Retirement Plans" does not
include IRAs or IRA "Rollover Accounts." Class R shares may be purchased for a
Retirement Plan only by a custodian, trustee, investment manager or other entity
authorized to act on behalf of such Plan. Institutions effecting transactions in
Class R shares for the accounts of their clients may charge their clients direct
fees in connection with such transactions.
When purchasing Fund shares, you must specify which Class is being
purchased. 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. See "Appendix--Additional Information About
Purchases, Exchanges and Redemptions."
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. You should consult
your Service Agent in this regard.
The minimum initial investment is $1,000. Subsequent investments must
be at least $100. However, the minimum initial investment is $750 for
Dreyfus-sponsored Keogh Plans, IRAs (including regular IRAs, spousal IRAs for a
non-working spouse, Roth IRAs, SEP-IRAs and rollover IRAs) and 403(b)(7) Plans
with only one participant and $500 for Dreyfus-sponsored Education IRAs, with no
minimum for subsequent purchases. The initial investment must be accompanied by
the Account Application. The Fund reserves the right to offer Fund shares
without regard to minimum purchase requirements to employees participating in
certain qualified or non-qualified employee benefit plans or other programs
where contributions or account information can be transmitted in a manner and
form acceptable to the Fund. The Fund reserves the right to vary further the
initial and subsequent investment minimum requirements at any time.
The Internal Revenue Code of 1986, as amended (the "Code"), imposes
various limitations on the amount that may be contributed to certain Retirement
Plans. These limitations apply with respect to participants at the plan level
and, therefore, do not directly affect the amount that may be invested in the
Fund by a Retirement Plan. Participants and plan sponsors should consult their
tax advisers for details.
You may purchase Fund shares by check or wire, or through the
TELETRANSFER Privilege described below. Checks should be made payable to "The
Dreyfus Family of Funds" or, if for Dreyfus retirement plan accounts, to "The
Dreyfus Trust Company, Custodian." Payments which are mailed should be sent to
Dreyfus Premier International Funds, Inc., P.O. Box 6587, Providence, Rhode
Island 02940-6587. If you are opening a new account, please enclose your Account
Application indicating which Class of shares is being purchased. For subsequent
investments, your Fund account number should appear on the check and an
investment slip should be enclosed. For Dreyfus retirement plan accounts, 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.
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, together with the Fund's DDA #
89001___, Dreyfus Premier Greater China Fund, for purchase of Fund shares in
your name. The wire must include your Fund account number (for new accounts,
your Taxpayer Identification Number ("TIN") should be included instead), account
registration and dealer number, if applicable, and must indicate the Class of
shares being purchased. If your initial purchase of Fund shares is by wire,
please call 1-800-554-4611 after completing your wire payment to obtain your
Fund account number. Please include your Fund account number on the Account
Application and promptly mail the Account Application to the Fund, as no
redemptions will be permitted until the Account Application is received. You may
obtain further information about remitting funds in this manner from your bank.
All payments should be made in U.S. dollars and, to avoid fees and delays,
should be drawn only on U.S. banks. A charge will be imposed if any check used
for investment in your account does not clear. The Fund makes available to
certain large institutions the ability to issue purchase instructions through
compatible computer facilities.
Fund shares also may be purchased through Dreyfus- AUTOMATIC Asset
Builder(R), the Government Direct Deposit Privilege and the Payroll Savings Plan
described under "Shareholder Services." These services enable you to make
regularly scheduled investments and may provide you with a convenient way to
invest for long-term financial goals. You should be aware, however, that
periodic investment plans do not guarantee a profit and will not protect an
investor against loss in a declining market.
Subsequent investments also may be made by electronic transfer of
funds from an account maintained in a bank or other domestic financial
institution that is an Automated Clearing House 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 Fund
account number PRECEDED BY THE DIGITS "1111."
Fund shares are sold on a continuous basis. Net asset value per share
is determined as of the close of trading on the floor of the New York Stock
Exchange (currently 4:00 p.m., New York time), on each day the New York Stock
Exchange is open for business. For purposes of determining net asset value,
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 Company's
Board. For further information regarding the methods employed in valuing the
Fund's investments, see "Determination of Net Asset Value" in the Statement of
Additional Information.
If an order is received in proper form by the Transfer Agent or other
entity authorized to receive orders on behalf of the Fund 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. For certain institutions that have entered into
agreements with the Distributor, payment for the purchase of Fund shares may be
transmitted, and must be received by the Transfer Agent, within three business
days after the order is placed. If such payment is not received within three
business days after the order is placed, the order may be canceled and the
institution could be held liable for resulting fees and/or losses.
The Distributor may pay dealers a fee of up to .5% of the amount
invested through such dealers in Fund shares by employees participating in a
qualified or non-qualified employee benefit plan or other program where (i) the
employers or affiliated employers maintaining such plan or program have a
minimum of 250 employees eligible for participation in such plan or program 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 plan
or program exceeds $1,000,000 ("Eligible Benefit Plans"). Shares of funds in the
Dreyfus Family of Funds then held by Eligible Benefit Plans will be aggregated
to determine the fee payable. The Distributor reserves the right to cease paying
these fees at any time. The Distributor will pay such fees from its own funds,
other than amounts received from the Fund, including past profits or any other
source available to it.
Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes" and
the 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").
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:
<TABLE>
<CAPTION>
TOTAL SALES LOAD
As a % of As a % of Dealers'
offering net Reallowance
price asset as a % of
AMOUNT OF TRANSACTION per share value offering
per share price
<S> <C> <C> <C>
Less than $50,000........................ 5.75 6.10 5.00
$50,000 to less than
$100,000................................. 4.50 4.70 3.75
$100,000 to less than
$250,000................................. 3.50 3.60 2.75
$250,000 to less than
$500,000................................. 2.50 2.60 2.25
$500,000 to less than
$1,000,000............................... 2.00 2.00 1.75
$1,000,000 or more....................... -0- -0- -0-
</TABLE>
A CDSC of 1% will be assessed at the time of redemption of Class A
shares purchased without an initial sales charge as part of an investment of at
least $1,000,000 and redeemed within one year after purchase. The Distributor
may pay Service Agents an amount up to 1% of the net asset value of Class A
shares purchased by their clients that are subject to a CDSC. The terms
contained in the section of the Fund's Prospectus entitled "How to Redeem
Shares--Contingent Deferred Sales Charge" (other than the amount of the CDSC and
time periods) are applicable to the Class A shares subject to a CDSC. Letter of
Intent and Right of Accumulation apply to such purchases of Class A shares.
Full-time employees of NASD member firms and full-time employees of
other financial institutions which have entered into an agreement with the
Distributor pertaining to the sale of Fund shares (or which otherwise have a
brokerage related or clearing arrangement with an NASD member firm or financial
institution with respect to the sale of such 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
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 affiliates or subsidiaries, directors of The Dreyfus Corporation, Board
members of a fund advised by The Dreyfus Corporation, including members of the
Company's Board, or the spouse or minor child of any of the foregoing.
Class A shares are offered at net asset value without a sales load to
employees participating in Eligible Benefit Plans. 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, at
the time of such distribution, such qualified retirement plan or Dreyfus-
sponsored 403(b)(7) plan (a) met the requirements of an Eligible Benefit Plan
and all or a portion of such plan's assets were invested in funds in the Dreyfus
Premier Family of Funds or the Dreyfus Family of Funds or certain other products
made available by the Distributor to such plans, or (b) invested all of its
assets in certain funds in the Dreyfus Premier Family of Funds or the Dreyfus
Family of Funds or certain other products made available by the Distributor to
such plans.
Class A shares may be purchased at net asset value through certain
broker-dealers and other financial institutions which have entered into an
agreement with the Distributor, which includes a requirement that such shares be
sold for the benefit of clients participating in a "wrap account" or a similar
program under which such clients pay a fee to such broker-dealer or other
financial institution.
Class A shares also may be purchased at net asset value, subject to
appropriate documentation, through a broker-dealer or other financial
institution with the proceeds from the redemption of shares of a registered
open-end management investment company not managed by The Dreyfus Corporation or
its affiliates. The purchase of Class A shares of the Fund must be made within
60 days of such redemption and the shareholder must have been subject to an
initial sales charge or a contingent deferred sales charge with respect to
such redeemed shares.
Class A shares also may be purchased at net asset value, subject to
appropriate documentation, by (i) qualified separate accounts maintained by an
insurance company pursuant to the laws of any State or territory of the United
States, (ii) a State, county or city or instrumentality thereof, (iii) a
charitable organization (as defined in Section 501(c)(3) of the Code) investing
$50,000 or more in Fund shares, and (iv) a charitable remainder trust (as
defined in Section 501(c)(3) of the Code).
The dealer reallowance may be changed from time to time but will
remain the same for all dealers. The Distributor, at its expense, may provide
additional promotional incentives to dealers that sell shares of funds advised
by The Dreyfus Corporation which are sold with a sales load, such as Class A
shares. In some instances, those incentives may be offered only to certain
dealers who have sold or may sell significant amounts of shares.
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 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.
CLASS C SHARES--The public offering price for Class C 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 redemptions of Class C shares made
within the first year of purchase. See "Class B Shares" above and "How to Redeem
Shares."
CLASS R SHARES--The public offering for Class R shares is the net asset value
per share of that Class.
RIGHT OF ACCUMULATION--CLASS A SHARES--Reduced sales loads apply to any purchase
of Class A shares, shares of other funds in the Dreyfus Premier Family of Funds,
shares of certain other funds advised by The Dreyfus Corporation which are sold
with a sales load and shares acquired by a previous exchange of such shares
(hereinafter referred to as "Eligible Funds"), by you and any related
"purchaser" as defined in the 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, or shares of
any other Eligible Fund or combination thereof, with an aggregate current market
value of $40,000 and subsequently purchase Class A shares or shares of an
Eligible Fund having a current value of $20,000, the sales load applicable to
the subsequent purchase would be reduced to 4.5% 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.
TELETRANSFER PRIVILEGE--You may purchase shares (minimum $500, maximum $150,000
per day) by telephone if you have checked the appropriate box and supplied the
necessary information on the Account Application or have filed a Shareholder
Services Form with the Transfer Agent. The proceeds will be transferred between
the bank account designated in one of these documents and your Fund account.
Only a bank account maintained in a domestic financial institution 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 TELETRANSFER Privilege, you may request a
TELETRANSFER purchase of shares by calling 1-800-554-4611, or, if you are
calling from overseas, call 516-794-5452.
SHAREHOLDER SERVICES
The services and privileges described under this heading may not be
available to clients of certain 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 shares of a Class, shares of the
same Class of certain other funds managed or administered by The Dreyfus
Corporation, to the extent such shares are offered for sale in your state of
residence. These funds have different investment objectives which may be of
interest to you. You also may exchange your Fund shares that are subject to a
CDSC for shares of Dreyfus Worldwide Dollar Money Market Fund, Inc. The shares
so purchased will be held in a special account created solely for this purpose
("Exchange Account"). Exchanges of shares from an Exchange Account only can be
made into certain other funds managed or administered by 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 redeemed
from an Exchange Account or other applicable Fund account. Upon redemption, the
applicable CDSC will be calculated without regard to the time such shares were
held in an Exchange Account. See "How to Redeem Shares." Redemption proceeds for
Exchange Account shares are paid by Federal wire or check only. Exchange Account
shares also are eligible for the Auto-Exchange Privilege, Dividend Sweep and the
Automatic Withdrawal Plan. To use this service, you should consult your Service
Agent or call 1-800-554-4611 to determine if it is available and whether any
conditions are imposed on its use. WITH RESPECT TO CLASS R SHARES HELD BY
RETIREMENT PLANS, EXCHANGES MAY BE MADE ONLY BETWEEN A SHAREHOLDER'S RETIREMENT
PLAN ACCOUNT IN ONE FUND AND SUCH SHAREHOLDER'S RETIREMENT PLAN ACCOUNT IN
ANOTHER FUND.
To request an exchange, 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 1-800-554-4611. Except in the case of personal retirement
plans, the shares being exchanged must have a current value of at least $500;
furthermore, when establishing a new account by exchange, the shares being
exchanged must have a value of at least the minimum initial investment required
for the fund into which the exchange is being made. The ability to issue
exchange instructions by telephone is given to all Fund shareholders
automatically, unless you check the applicable "No" box on the Account
Application, indicating that you specifically refuse this Privilege. The
Telephone Exchange Privilege may be established for an existing account by
written request signed by all shareholders on the account, by a separate signed
Shareholder Services Form, available by calling 1-800-554-4611, or by oral
request from any of the authorized signatories on the account by calling
1-800-554-4611. If you have established the Telephone Exchange Privilege, you
may telephone exchange instructions (including over The Dreyfus Touch(R)
automated telephone system) by calling 1-800-554-4611. If you are calling from
overseas, call 516-794-5452. See "How to Redeem Shares--Procedures." Upon an
exchange into a new account, the following shareholder services and privileges,
as applicable and where available, will be automatically carried over to the
fund into which the exchange is made: Telephone Exchange Privilege, Wire
Redemption Privilege, Telephone Redemption Privilege, TELETRANSFER Privilege and
the dividend/capital gain distribution option (except for Dividend Sweep)
selected by the investor.
Shares will be exchanged at the next determined net asset value;
however, a sales load, which may be waived or reduced as described below, may
be charged with respect to exchanges of Class A shares into funds sold with a
sales load. No CDSC will be imposed on Class B or Class C shares at the time of
an exchange; however, Class B or Class C shares acquired through an exchange
will be subject to the higher CDSC applicable to the exchanged or acquired
shares. The CDSC applicable on redemption of the acquired Class B or Class C
shares will be calculated from the date of the initial purchase of the Class B
or Class C shares exchanged. If you are exchanging Class A shares into a fund
that charges a sales load, you may qualify for share prices which do not include
the sales load or which reflect a reduced sales load, if the shares you are
exchanging were: (a) purchased with a sales load, (b) acquired by a previous
exchange from shares purchased with a sales load, or (c) acquired through
reinvestment of dividends or distributions paid with respect to the foregoing
categories of shares. To qualify, at the time of the exchange your 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 administrative 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. See "Appendix--Additional Information
About Purchases, Exchanges and Redemptions." The availability of Fund Exchanges
may be modified or terminated at any time upon notice to shareholders. See
"Dividends, Distributions and Taxes."
AUTO-EXCHANGE PRIVILEGE
Auto-Exchange Privilege enables you to invest regularly (on a
semi-monthly, monthly, quarterly or annual basis), in exchange for shares of the
Fund, in shares of the same Class of other funds in the Dreyfus Premier Family
of Funds or certain other funds in the Dreyfus Family of Funds of which you are
a shareholder. WITH RESPECT TO CLASS R SHARES HELD BY RETIREMENT PLANS,
EXCHANGES PURSUANT TO THE AUTO-EXCHANGE PRIVILEGE MAY BE MADE ONLY BETWEEN A
SHAREHOLDER'S RETIREMENT PLAN ACCOUNT IN ONE FUND AND SUCH SHAREHOLDER'S
RETIREMENT PLAN ACCOUNT IN ANOTHER FUND. The amount you designate, which can be
expressed either in terms of a specific dollar or share amount ($100 minimum),
will be exchanged automatically on the first and/or fifteenth day of the month
according to the schedule you have selected. Shares will be exchanged at the
then-current 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 or Class C shares at the time of an exchange; however,
Class B or Class C shares acquired through an exchange will be subject to the
higher CDSC applicable to the exchanged or acquired shares. The CDSC applicable
on redemption of the acquired Class B or Class C shares will be calculated from
the date of the initial purchase of the Class B or Class C shares exchanged, as
the case may be. See "Shareholder Services" in the Statement of Additional
Information. The right to exercise this Privilege may be modified or canceled by
the Fund or the Transfer Agent. You may modify or cancel your exercise of this
Privilege at any time by mailing written notification to Dreyfus Premier Greater
China Fund, P.O. Box 6587, Providence, Rhode Island 02940-6587. The Fund may
charge a service fee for the use of this Privilege. No such fee currently is
contemplated. For more information concerning this Privilege and the funds in
the Dreyfus Premier Family of Funds or the Dreyfus Family of Funds eligible to
participate in this Privilege, or to obtain an Auto-Exchange Authorization Form,
please call toll free 1-800-554-4611. See "Dividends, Distributions and Taxes."
DREYFUS-AUTOMATIC ASSET BUILDER(TM)
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. 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 1-800-554-4611. You may cancel your participation
in this Privilege or change the amount of purchase at any time by mailing
written notification to Dreyfus Premier Greater China Fund, P.O. Box 6587,
Providence, Rhode Island 02940-6587, 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.
GOVERNMENT DIRECT DEPOSIT PRIVILEGE
Government Direct Deposit Privilege enables you to purchase Fund
shares (minimum of $100 and maximum of $50,000 per transaction) by having
Federal salary, Social Security, or certain veterans', military or other
payments from the Federal government automatically deposited into your Fund
account. You may deposit as much of such payments as you elect. To enroll in
Government Direct Deposit, you must file with the Transfer Agent a completed
Direct Deposit Sign-Up Form for each type of payment that you desire to include
in this Privilege. The appropriate form may be obtained by calling
1-800-554-4611. Death or legal incapacity will terminate your participation in
this Privilege. You may elect at any time to terminate your participation by
notifying in writing the appropriate Federal agency. The Fund may terminate your
participation upon 30 days' notice to you.
PAYROLL SAVINGS PLAN
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 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 Dreyfus Premier Greater China Fund, P.O. Box 6587, Providence,
Rhode Island 02940-6587. You may obtain the necessary authorization form by
calling 1-800-554-4611. You may change the amount of purchase or cancel the
authorization only by written notification to your employer. It is the sole
responsibility of your employer, not the Distributor, The Dreyfus Corporation,
the Fund, the Transfer Agent or any other person, to arrange for transactions
under the 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.
DIVIDEND OPTIONS
Dividend Sweep enables you to invest automatically dividends or
dividends and capital gain distributions, if any, paid by the Fund in shares of
the same Class of another fund in the Dreyfus Premier Family of Funds or the
Dreyfus Family of Funds of which you are a shareholder. 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. 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.
For more information concerning these privileges or to request a
Dividend Options Form, please call toll free 1-800-554-4611. You may cancel
these privileges by mailing written notification to Dreyfus Premier Greater
China Fund, P.O. Box 6587, Providence, Rhode Island 02940-6587. To select a new
fund after cancellation, you must submit a new Dividend Options Form. Enrollment
in or cancellation of these privileges is effective three business days
following receipt. These privileges are available only for existing accounts and
may not be used to open new accounts. Minimum subsequent investments do not
apply for Dividend Sweep. The Fund may modify or terminate these privileges at
any time or charge a service fee. No such fee currently is contemplated. Shares
held under Keogh Plans, IRAs or other retirement plans are not eligible for
Dividend Sweep.
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 Automatic Withdrawal Plan may be
established by filing an Automatic Withdrawal Plan Application with the Transfer
Agent or by oral request from any of the authorized signatories on the account
by calling 1-800-554-4611. Particular Retirement Plans, including Dreyfus
sponsored retirement plans, may permit certain participants to establish an
automatic withdrawal plan from such Retirement Plans. Participants should
consult their Retirement Plan sponsor and tax adviser for details. Such a
withdrawal plan is different than the Automatic Withdrawal Plan. 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.
No CDSC with respect to Class B shares will be imposed on withdrawals
made under the Automatic Withdrawal Plan, provided that the amounts withdrawn
under the plan do not exceed on an annual basis 12% of the account value at the
time the shareholder elects to participate in the Automatic Withdrawal Plan.
Withdrawals with respect to Class B shares under the Automatic Withdrawal Plan
that exceed on an annual basis 12% of the value of the shareholders account will
be subject to a CDSC on the amounts exceeding 12% of the initial account value.
Class C shares withdrawn pursuant to the Automatic Withdrawal Plan will be
subject to any applicable CDSC. Purchases of additional Class A shares where the
sales load is imposed concurrently with withdrawals of Class A shares generally
are undesirable.
RETIREMENT PLANS
The Fund offers a variety of pension and profit-sharing plans,
including Keogh Plans, IRAs (including regular IRAs, spousal IRAs for a
non-working spouse, Roth IRAs, Education IRAs, SEP-IRAs and rollover IRAs),
401(k) Salary Reduction Plans and 403(b)(7) Plans. Plan support services also
are available. You can obtain details on the various plans by calling the
following numbers toll free: for Keogh Plans, please call 1-800-358-5566; for
IRAs and IRA "Rollover Accounts," please call 1-800-554-4611; for SEP-IRAs,
401(k) Salary Reduction Plans and 403(b)(7) Plans, please call 1-800-322-7880.
LETTER OF INTENT--CLASS A SHARES
By signing a Letter of Intent form, which can be obtained by calling
1-800-554-4611, you become eligible for the reduced sales load applicable to the
total number of Eligible Fund shares purchased in a 13-month period pursuant to
the terms and conditions set forth in the Letter of Intent. A minimum initial
purchase of $5,000 is required. To compute the applicable sales load, the
offering price of shares you hold (on the date of submission of the Letter of
Intent) in any Eligible Fund that may be used toward "Right of Accumulation"
benefits described above may be used as a credit toward completion of the Letter
of Intent. However, the reduced sales load will be applied only to new
purchases.
The Transfer Agent will hold in escrow 5% of the amount indicated in
the Letter of Intent for payment of a higher sales load if you do not purchase
the full amount indicated in the Letter of Intent. The escrow will be released
when you fulfill the terms of the Letter of Intent by purchasing the specified
amount. If your purchases qualify for a further sales load reduction, the sales
load will be adjusted to reflect your total purchase at the end of 13 months. If
total purchases are less than the amount specified, you will be requested to
remit an amount equal to the difference between the sales load actually paid and
the sales load applicable to the aggregate purchases actually made. If such
remittance is not received within 20 days, the Transfer Agent, as attorney-
in-fact pursuant to the terms of the Letter of Intent, will redeem an
appropriate number of Class A shares of the Fund held in escrow to realize the
difference. Signing a Letter of Intent does not bind you to purchase, or the
Fund to sell, the full amount indicated at the sales load in effect at the time
of signing, but you must complete the intended purchase to obtain the reduced
sales load. At the time you purchase Class A shares, you must indicate your
intention to do so under a Letter of Intent. Purchases pursuant to a Letter of
Intent will be made at the then-current net asset value plus the applicable
sales load in effect at the time such Letter of Intent was executed.
HOW TO REDEEM SHARES
GENERAL
You may request redemption of your shares at any time. Redemption
requests should be transmitted to the Transfer Agent as described below. When a
request is received in proper form by the Transfer Agent or other entity
authorized to receive orders on behalf of the Fund, 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. See "Appendix--Additional
Information About Purchases, Exchanges and Redemptions."
The Fund imposes no charges (other than any applicable CDSC) when
shares are redeemed. Service Agents or other institutions may charge their
clients a fee for effecting redemptions of Fund shares. Any certificates
representing Fund shares being redeemed must be submitted with the redemption
request. The value of the shares redeemed may be more or less than their
original cost, depending upon the Fund's then-current net asset value.
Distributions from qualified Retirement Plans, certain IRAs (including
IRA "Rollover Accounts") and certain non-qualified deferred compensation plans,
except distributions representing returns of non-deductible contributions to the
Retirement Plan or IRA, generally are taxable income to the participant.
Distributions from such a Retirement Plan or IRA to a participant prior to the
time the participant reaches age 59 1/2 or becomes permanently disabled may
subject the participant to an additional 10% penalty tax imposed by the IRS.
Participants should consult their tax advisers concerning the timing and
consequences of distributions from a Retirement Plan or IRA. Participants in
qualified Retirement Plans will receive a disclosure statement describing the
consequences of a distribution from such Plan from the administrator, trustee or
custodian of the Plan, before receiving the distribution. The Fund will not
report to the IRS redemptions of Fund shares by qualified Retirement Plans, IRAs
or certain non-qualified deferred compensation plans. The administrator, trustee
or custodian of such Retirement Plans and IRAs will be responsible for reporting
distributions from such Plans and IRAs to the IRS.
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 THE TELETRANSFER
PRIVILEGE OR THROUGH DREYFUS-AUTOMATIC ASSET BUILDER(R) AND SUBSEQUENTLY SUBMIT
A WRITTEN REDEMPTION REQUEST TO THE TRANSFER AGENT, THE REDEMPTION PROCEEDS WILL
BE TRANSMITTED TO YOU PROMPTLY UPON BANK CLEARANCE OF YOUR PURCHASE CHECK,
TELETRANSFER PURCHASE OR DREYFUS-AUTOMATIC ASSET BUILDER ORDER, WHICH MAY TAKE
UP TO EIGHT BUSINESS DAYS OR MORE. IN ADDITION, THE FUND WILL REJECT REQUESTS TO
REDEEM SHARES BY WIRE OR TELEPHONE OR PURSUANT TO THE TELETRANSFER PRIVILEGE FOR
A PERIOD OF EIGHT BUSINESS DAYS AFTER RECEIPT BY THE TRANSFER AGENT OF THE
PURCHASE CHECK, THE TELETRANSFER PURCHASE OR THE DREYFUS-AUTOMATIC ASSET BUILDER
ORDER AGAINST WHICH SUCH REDEMPTION IS REQUESTED. THESE PROCEDURES WILL NOT
APPLY IF YOUR SHARES WERE PURCHASED BY WIRE PAYMENT, OR IF YOU OTHERWISE HAVE A
SUFFICIENT COLLECTED BALANCE IN YOUR ACCOUNT TO COVER THE REDEMPTION REQUEST.
PRIOR TO THE TIME ANY REDEMPTION IS EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL
ACCRUE AND BE PAYABLE, AND YOU WILL BE ENTITLED TO EXERCISE ALL OTHER RIGHTS OF
BENEFICIAL OWNERSHIP. Fund shares will not be redeemed until the Transfer Agent
has received your Account Application.
The Fund reserves the right to redeem your account at its option upon
not less than 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
held by you at the time of redemption.
If the aggregate value of 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:
CDSC as a
% of Amount
Year Since Invested or
Purchase Payment Redemption
Was Made Proceeds
First............................................................... 4.00
Second.............................................................. 4.00
Third............................................................... 3.00
Fourth.............................................................. 3.00
Fifth............................................................... 2.00
Sixth............................................................... 1.00
In determining whether a CDSC is applicable to a redemption, the
calculation will be made in a manner that results in the lowest possible rate.
It will be assumed that the redemption is made first of amounts representing
shares acquired pursuant to the reinvestment of dividends and distributions;
then of amounts representing the increase in 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 five additional
shares through dividend reinvestment. During the second year after the purchase
the investor decided to redeem $500 of the 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.
CLASS C SHARES--A CDSC of 1% payable to the Distributor is imposed on any
redemption of Class C shares within one year of the date of purchase. The basis
for calculating the payment of any such CDSC will be the method used in
calculating the CDSC for Class B shares. See "Contingent Deferred Sales Charge--
Class B Shares" above.
WAIVER OF CDSC--The CDSC applicable to Class B and Class C shares may be waived
in connection with (a) redemptions made within one year after the death or
disability, as defined in Section 72(m)(7) of the Code, of the shareholder, (b)
redemptions by employees participating in Eligible Benefit Plans, (c)
redemptions as a result of a combination of any investment company with the Fund
by merger, acquisition of assets or otherwise, (d) a distribution following
retirement under a tax-deferred retirement plan or upon attaining age 70-1/2 in
the case of an IRA or Keogh plan or custodial account pursuant to Section 403(b)
of the Code, and (e) redemptions pursuant to the Automatic Withdrawal Plan, as
described in the Fund's Prospectus. If the Company's Board determines 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 shares by using the regular redemption procedure
through the Transfer Agent, or through the Telephone Redemption Privilege which
is granted automatically unless you specifically refuse it by checking the
applicable "No" box on the Account Application. The Telephone Redemption
Privilege may be established for an existing account by a separate signed
Shareholder Services Form or by oral request from any of the authorized
signatories on the account by calling 1-800-554-4611. You also may redeem
shares through the Wire Redemption Privilege or the TELETRANSFER Privilege, if
you have checked the appropriate box and supplied the necessary information on
the Account Application or have filed a Shareholder Services Form with the
Transfer Agent. If you are a client of a Selected Dealer, you may redeem shares
through the Selected Dealer. Other redemption procedures may be in effect for
clients of certain Service Agents and institutions. The Fund makes available to
certain large institutions the ability to issue redemption instructions through
compatible computer facilities. The Fund reserves the right to refuse any
request made by wire or telephone, including requests made shortly after a
change of address, and may limit the amount involved or the number of such
requests. The Fund may modify or terminate any redemption Privilege at any time
or charge a service fee upon notice to shareholders. No such fee currently is
contemplated. Shares held under Keogh Plans, IRAs or other retirement plans, and
shares for which certificates have been issued, are not eligible for the Wire
Redemption, the Telephone Redemption or the TELETRANSFER Privilege.
The Telephone Redemption Privilege or Telephone Exchange Privilege
authorizes the Transfer Agent to act on telephone instructions (including over
The Dreyfus Touch(R) automated telephone system) from any person representing
himself or herself to be you, or a representative of your 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
shares by written request mailed to Dreyfus Premier Greater China Fund, P.O. Box
6587, Providence, Rhode Island 02940-6587, or, if for Dreyfus retirement plan
accounts, to The Dreyfus Trust Company, Custodian, P.O. Box 6427, Providence,
Rhode Island 02940-6427. Redemption requests must be signed by each shareholder,
including each owner of a joint account, and each signature must be guaranteed.
The Transfer Agent has adopted standards and procedures pursuant to which
signature-guarantees in proper form generally will be accepted from domestic
banks, brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and savings associations,
as well as from participants in the New York Stock Exchange Medallion Signature
Program, the Securities Transfer Agents Medallion Program ("STAMP") and the
Stock Exchanges Medallion Program. If you have any questions with respect to
signature-guarantees, please contact your Service Agent or call the telephone
number listed on the cover of this Prospectus.
Redemption proceeds of at least $1,000 will be wired to any member
bank of the Federal Reserve System in accordance with a written
signature-guaranteed request.
WIRE REDEMPTION PRIVILEGE--You may request by wire, telephone or letter 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. 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 1-800-554-4611 or, if you are
calling from overseas, call 516-794-5452. The Statement of Additional
Information sets forth instructions for transmitting redemption requests by
wire.
TELEPHONE REDEMPTION PRIVILEGE--You may request by telephone that redemption
proceeds (maximum $150,000 per day) be paid by check and mailed to your address.
You may telephone redemption instructions by calling 1-800-554-4611 or, if you
are calling from overseas, call 516-794-5452. The Telephone Redemption Privilege
is granted automatically unless you refuse it.
TELETRANSFER PRIVILEGE--You may request by telephone that redemption proceeds
(minimum $500 per day) be transferred between your Fund account and your bank
account. Only a bank account maintained in a domestic financial institution
which is an 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. Holders
of jointly registered Fund or bank accounts may redeem through the TELETRANSFER
Privilege for transfer to their bank account not more than $250,000 within any
30-day period.
If you have selected the TELETRANSFER Privilege, you may request a
TELETRANSFER redemption of shares by calling 1-800-554-4611 or, if you are
calling from overseas, call 516-794-5452.
REDEMPTION THROUGH A SELECTED DEALER--If you are a customer of a Selected
Dealer, you may make redemption requests to your Selected Dealer. If the
Selected Dealer transmits the redemption request so that it is received by the
Transfer Agent prior to the close of trading on the floor of the New York Stock
Exchange (currently 4:00 p.m., New York time), the redemption request will be
effective on that day. If a redemption request is received by the Transfer Agent
after the close of trading on the floor of the New York Stock Exchange, the
redemption request will be effective on the next business day. It is the
responsibility of the Selected Dealer to transmit a request so that it is
received in a timely manner. The proceeds of the redemption are credited to your
account with the Selected Dealer. See "How to Buy Shares" for a discussion of
additional conditions or fees that may be imposed upon redemption.
In addition, the Distributor or its designee will accept orders from
Selected Dealers with which the Distributor has sales agreements for the
repurchase of shares held by shareholders. Repurchase orders received by 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 prior to the
close of its business day (normally 5:15 p.m., New York time) are effected at
the price determined as of the close of trading on the floor of the New York
Stock Exchange on that day. Otherwise, the shares will be redeemed at the next
determined net asset value. It is the responsibility of the Selected Dealer to
transmit orders on a timely basis. The Selected Dealer may charge the
shareholder a fee for executing the order. This repurchase arrangement is
discretionary and may be withdrawn at any time.
REINVESTMENT PRIVILEGE--Upon written request, you may reinvest up to the number
of Class A or Class B shares you have redeemed, within 45 days of redemption, at
the then-prevailing net asset value without a sales load, or reinstate your
account for the purpose of exercising Fund Exchanges. Upon reinstatement, with
respect to Class B shares, or Class A shares if such shares were subject to a
CDSC, your account will be credited with an amount equal to the CDSC previously
paid upon redemption of the Class A or Class B shares reinvested. The
Reinvestment Privilege may be exercised only once.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN
(CLASS A, CLASS B and CLASS C ONLY)
Class B and Class C shares are subject to a Distribution Plan and
Class A, Class B and Class C shares are subject to a Shareholder Services Plan.
DISTRIBUTION PLAN--Under the Distribution Plan, adopted pursuant to Rule 12b-1
under the 1940 Act, the Fund pays the Distributor for distributing Class B and
Class C shares at an annual rate of .75 of 1% of the value of the average daily
net assets of Class B and Class C.
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,
Class B and Class C shares a fee at the annual rate of .25 of 1% of the value of
the average daily net assets of each such Class. 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.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily pays dividends from its 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 1940 Act. 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 shares at net asset value.
Dividends and distributions paid in cash to Retirement Plans, however, may be
subject to additional tax as described below. If you elect to receive dividends
and distributions in cash, and your dividend or distribution check is returned
to the Fund as undeliverable or remains uncashed for six months, the Fund
reserves the right to reinvest such dividend or distribution and all future
dividends and distributions payable to you in additional Fund shares at net
asset value. No interest will accrue on amounts represented by uncashed
distribution or redemption checks. All expenses are accrued daily and deducted
before 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 in the same
amount, except that the expenses attributable solely to a particular Class will
be borne exclusively by such Class. Class B and C shares will receive lower per
share dividends than Class A shares which will receive lower per share dividends
than Class R shares because of the higher expenses borne by the relevant Class.
See "Fee Table."
Dividends paid by the Fund to qualified Retirement Plans, certain IRAs
(including IRA "Rollover Accounts") or certain non-qualified deferred
compensation plans ordinarily will not be subject to taxation until the proceeds
are distributed from the Retirement Plan or IRA. The Fund will not report
dividends paid to such Plans and IRAs to the IRS. Generally, distributions from
such Retirement Plans and certain IRAs, except those representing returns of
non-deductible contributions thereto, will be taxable as ordinary income and, if
made prior to the time the participant reaches age 59-1/2, generally will be
subject to an additional tax equal to 10% of the taxable portion of the
distribution. If the distribution from such a Retirement Plan (other than
certain governmental or church plans) or IRA for any taxable year following the
year in which the participant reaches age 70-1/2 is less than the "minimum
required distribution" for that taxable year, an excise tax equal to 50% of the
deficiency may be imposed by the IRS. The administrator, trustee or custodian of
such a Retirement Plan or IRA will be responsible for reporting distributions
from such Plans and IRAs to the IRS. Participants in qualified Retirement Plans
will receive a disclosure statement describing the consequences of a
distribution from such a Plan from the administrator, trustee or custodian of
the Plan prior to receiving the distribution. Moreover, certain contributions to
a qualified Retirement Plan or IRA in excess of the amounts permitted by law may
be subject to an excise tax.
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 and to
certain non-qualified Retirement Plans as ordinary income whether received in
cash or reinvested in additional shares. Distributions from net realized
long-term securities gains of the Fund will be taxable to U.S. shareholders and
to certain non-qualified Retirement Plans 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 an individual generally will be taxed on his or
her net capital gain at a maximum rate of 28% with respect to capital gain from
securities held for more than one year but not more than 18 months and at a
maximum rate of 20% with respect to capital gain from securities held for more
than 18 months. 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.
Portions of the Fund's investment income may be subject to foreign
income taxes withheld at the source. If the Fund meets certain requirements, it
may elect to "pass-through" to shareholders any such foreign taxes, which may
enable shareholders to claim a foreign tax credit or a deduction with respect to
their share thereof.
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. Participants in a Retirement
Plan or IRA should receive periodic statements from the trustee, custodian or
administrator of their Plan.
The Code provides for the "carryover" of some or all of the sales load
imposed on Class A shares if an investor exchanges such shares for shares of
another fund advised or administered 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 such shares, up to the amount of the
reduction of the sales load charge on the exchange, is not included in the basis
of such 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.
The exchange of shares of one fund for shares of another is treated
for Federal income tax purposes as a sale of the shares given in exchange by the
shareholder and, therefore, an exchanging shareholder may realize, or an
exchange on behalf of a Retirement Plan which is not tax exempt may result in, a
taxable gain or loss.
With respect to individual investors and certain non-qualified
Retirement Plans, Federal regulations generally require the Fund to withhold
("backup withholding") and remit to the U.S. Treasury 31% of dividends,
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
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may notify
the Fund to institute backup withholding if the IRS determines a shareholder's
TIN is incorrect or if a shareholder has failed to report properly taxable
dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number, IRS individual taxpayer
identification number, or employer identification number of the record owner of
the account. Any tax withheld as a result of backup withholding does not consti
tute 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.
It is expected that the Fund will qualify as a "regulated investment
company" under the Code so long as 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. 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 may be
calculated on the basis of average annual total return and/or total return.
These total return figures reflect changes in the price of 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. These
figures also take into account any applicable service and distribution fees. As
a result, at any given time, the performance of Class B and Class C should be
expected to be lower than that of Class A and the performance of Class A, Class
B and Class C should be expected to be lower than that of Class R. Performance
for each Class will be calculated separately.
Average annual total return is calculated pursuant to a standardized
formula which assumes that an investment was purchased with an initial payment
of $1,000 and that the investment was redeemed at the end of a stated period of
time, after giving effect to the reinvestment of dividends and distributions
during the period. The return is expressed as a percentage rate which, if
applied on a compounded annual basis, would result in the redeemable value of
the investment at the end of the period. Advertisements of the Fund's
performance will include the Fund's average annual total return for one, five
and ten year periods, or for shorter periods depending upon the length of time
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 net asset value (or maximum
offering price in the case of Class A shares) 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 or Class C shares. Calculations based on
the net asset value per share do not reflect the deduction of the sales load on
the Fund's Class A shares, which, if reflected, would reduce the performance
quoted.
Performance will vary from time to time and past results are not
necessarily representative of future results. 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 Hang Seng Index,
Hong Kong All Ordinaries Index, China Affiliated Corporate Index, Taiwan
Weighted Index, Shanghai and Shenzhen B Share Indices, Morgan Stanley Capital
International Pacific Index (MSCI Pacific), Lipper Analytical Services, Inc.,
Standard & Poor's 500 Stock Index, the Dow Jones Industrial Average, MONEY
MAGAZINE, Morningstar, Inc. and other industry publications.
GENERAL INFORMATION
The Company was incorporated under Maryland law on November 21, 1991,
and commenced operations on January 31, 1992. Before March 31, 1998, the
Company's name was Dreyfus Premier International Growth Fund, Inc., before
August 1, 1997, the Company's name was Dreyfus Premier Global Investing, Inc.,
before March 3, 1997, the Company's name was Premier Global Investing, Inc. and
before February 28, 1995, its name was Dreyfus Global Investing, Inc. The Fund
is authorized to issue 2 billion shares of Common Stock (with 800 million
allocated to the Fund), par value $.001 per share. The Fund's shares are
classified into four classes--Class A, Class B, Class C and Class R. Each share
has one vote and shareholders will vote in the aggregate and not by class except
as otherwise required by law. However, only holders of Class B or Class C
shares, as the case may be, will be entitled to vote on matters submitted to
shareholders pertaining to its Distribution Plan.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Board members or
the appointment of auditors. However, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Company to hold a special
meeting of shareholders for purposes of removing a Board member from office.
Shareholders may remove a Board member by the affirmative vote of a majority of
the Company's outstanding voting shares. In addition, the Board will call a
meeting of shareholders for the purpose of electing Board members if, at any
time, less than a majority of the Board members then holding office have been
elected by shareholders.
The Company is a "series fund," which is a mutual fund divided into
separate portfolios, each of which is treated as a separate entity for certain
matters under the 1940 Act and for other purposes. A shareholder of one
portfolio is not deemed to be a shareholder of any other portfolio. For certain
matters shareholders vote together as a group; as to others they vote separately
by portfolio. By this Prospectus, shares of the Fund are being offered. Other
portfolios are sold pursuant to other offering documents.
To date, the Board has authorized the creation of two series of
shares. All consideration received by the Company for shares of one of the
series and all assets in which such consideration is invested will belong to
that series (subject only to the rights of creditors of the Company) and will be
subject to the liabilities related thereto. The income attributable to, and the
expenses of, one series are treated separately from those of the other series.
The Company has the ability to create, from time to time, new series without
shareholder approval.
The Transfer Agent maintains a record of your ownership and sends you
confirmations and statements of account.
Shareholder inquiries may be made by writing to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144.
<PAGE>
APPENDIX
INVESTMENT TECHNIQUES
FOREIGN CURRENCY TRANSACTIONS--Foreign currency transactions may be entered into
for a variety of purposes, including: to fix in U.S. dollars, between trade and
settlement date, the value of a security the Fund has agreed to buy or sell;
to hedge the U.S. dollar value of securities the Fund already owns, particularly
if it expects a decrease in the value of the currency in which the foreign
security is denominated; or to gain exposure to the foreign currency in an
attempt to realize gains.
Foreign currency transactions may involve, for example, the Fund's
purchase of foreign currencies for U.S. dollars or the maintenance of short
positions in foreign currencies, 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. The
Fund's success in these transactions will depend principally on the Advisers'
ability to predict accurately the future exchange rates between foreign
currencies and the U.S. dollar.
LEVERAGE--Leveraging exaggerates the effect on net asset value of any increase
or decrease in the market value of the Fund's portfolio. Money borrowed for
leveraging is limited to 33-1/3% of the value of the Fund's total assets. These
borrowings would be subject to interest costs which may or may not be recovered
by appreciation of the securities purchased; in certain cases, interest costs
may exceed the return received on the securities purchased.
The Fund may enter into reverse repurchase agreements with banks,
brokers or dealers. This form of borrowing involves 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. Except for these
transactions, the Fund's borrowings generally will be unsecured.
SHORT-SELLING--In these transactions, the Fund sells a security it does not own
in anticipation of a decline in the market value of the security. To complete
the transaction, the Fund must borrow the security to make delivery to the
buyer. The Fund is obligated to replace the security borrowed by purchasing it
subsequently 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, which would result in a loss or gain, respectively. The Fund also may make
short sales "against the box," in which the Fund enters into a short sale of a
security it owns. Securities will not 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.
USE OF DERIVATIVES--The Fund may invest in, or enter into, the types of
Derivatives enumerated under "Description of the Fund--Investment
Considerations and Risks--Use of Derivatives." These instruments and certain
related risks are described more specifically under "Investment Objectives and
Management Policies--Management Policies--Derivatives" in the Statement of
Additional Information.
Derivatives can be volatile and involve various types and degrees of
risk, depending upon the characteristics of the particular Derivative and the
portfolio as a whole. Derivatives permit the Fund to increase or decrease the
level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as the Fund can increase or decrease the level of
risk, or change the character of the risk, of its portfolio by making
investments in specific securities.
Derivatives may entail investment exposures that are greater than
their cost would suggest, meaning that a small investment in Derivatives could
have a large potential impact on the Fund's performance.
If the Fund invests in Derivatives at inopportune times or judges
market conditions incorrectly, such investments may lower the Fund's return or
result in a loss. The Fund also could experience losses if its Derivatives were
poorly correlated with its other investments, or if the Fund was unable to
liquidate its position because of an illiquid secondary market. The market for
many Derivatives is, or suddenly can become, illiquid. Changes in liquidity may
result in significant, rapid and unpredictable changes in the prices for
Derivatives.
Although the Fund will not be a commodity pool, certain Derivatives
subject the Fund to the rules of the Commodity Futures Trading Commission which
limit the extent to which the Fund can invest in such Derivatives. The Fund may
invest in futures contracts and options with respect thereto for hedging
purposes without limit. However, the Fund may not invest in such contracts and
options for other purposes if the sum of the amount of initial margin deposits
and premiums paid for unexpired options with respect to such contracts, other
than for bona fide hedging purposes, exceeds 5% of the liquidation value of the
Fund's assets, after taking into account unrealized profits and unrealized
losses on such contracts and options; 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% limitation.
The Fund may purchase call and put options and write (i.e., sell)
covered call and put option contracts. When required by the Securities and
Exchange Commission, the Fund will set aside permissible liquid assets in a
segregated account to cover its obligations relating to its transactions in
Derivatives. To maintain this required cover, the Fund may have to sell
portfolio securities at disadvantageous prices or times since it may not be
possible to liquidate a Derivative position at a reasonable price.
FORWARD COMMITMENTS--The Fund may purchase securities on a forward commitment or
when-issued basis, which means delivery and payment take place a number of days
after the date of the commitment to purchase. The payment obligation and the
interest rate receivable on a forward commitment or when-issued security are
fixed when the Fund enters into the commitment, but the Fund does not make
payment until it receives delivery from the counterparty. The Fund will commit
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 set aside in a segregated account
permissible liquid assets at least equal at all times to the amount of the
commitments.
CERTAIN PORTFOLIO SECURITIES
CONVERTIBLE SECURITIES--Convertible securities may be converted at either a
stated price or stated rate into underlying shares of common stock. Convertible
securities have characteristics similar to both fixed-income and equity
securities. 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.
FOREIGN GOVERNMENT OBLIGATIONS; SECURITIES OF SUPRANATIONAL ENTITIES--The Fund
may invest in obligations issued or guaranteed by one or more foreign
governments or any of their political subdivisions, agencies or
instrumentalities that are determined by the Advisers to be of comparable
quality to the other obligations in which the Fund may invest. Supranational
entities include international organizations designated or supported by
governmental entities to promote economic reconstruction or development and
international banking institutions and related government agencies. Examples
include the International Bank for Reconstruction and Development (the World
Bank), the European Coal and Steel Community, the Asian Development Bank and the
InterAmerican Development Bank.
DEPOSITARY RECEIPTS--The Fund may invest in the securities of foreign issuers in
the form of American Depositary Receipts ("ADRs"), and other forms of depositary
receipts. 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. Generally,
ADRs in registered form are designed for use in the United States securities
markets.
WARRANTS--A warrant is an instrument issued by a corporation which gives the
holder the right to subscribe to a specified amount of the corporation's capital
stock at a set price for a specified period of time. The Fund may invest up to
10% of its net assets in warrants, except that this limitation does not apply to
warrants purchased by the Fund that are sold in units with, or attached to,
other securities.
INVESTMENT COMPANIES--The Fund may invest in securities issued by other
investment companies. Under the 1940 Act, the Fund's investment in such
securities, subject to certain exceptions, currently is limited to (i) 3% of the
total voting stock of any one investment company, (ii) 5% of the Fund's total
assets with respect to any one investment company and (iii) 10% of the Fund's
total assets in the aggregate. Investments in the securities of other investment
companies may involve duplication of advisory fees and certain other expenses.
MONEY MARKET INSTRUMENTS--The Fund may invest, in the circumstances described
under "Description of the Fund--Management Policies," in the following types of
money market instruments.
U.S. GOVERNMENT SECURITIES. Securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities include U.S. Treasury
securities that differ in their interest rates, maturities and times of
issuance. Some obligations issued or guaranteed by U.S. Government agencies and
instrumentalities are supported by the full faith and credit of the U.S.
Treasury; others, by the right of the issuer to borrow from the Treasury;
others, by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others, only by the credit of
the agency or instrumentality. These securities bear fixed, floating or variable
rates of interest. While the U.S. Government provides financial support to such
U.S. Government-sponsored agencies and instrumentalities, no assurance can be
given that it will always do so since it is not so obligated by law.
REPURCHASE AGREEMENTS. In a repurchase agreement, the Fund buys, and
the seller agrees to repurchase, a security at a mutually agreed upon time and
price (usually within seven days). The repurchase agreement thereby determines
the yield during the purchaser's holding period, while the seller's obligation
to repurchase is secured by the value of the underlying security. Repurchase
agreements could involve risks in the event of a default or insolvency of the
other party to the agreement, including possible delays or restrictions upon the
Fund's ability to dispose of the underlying securities. The Fund may enter into
repurchase agreements with certain banks or non-bank dealers.
BANK OBLIGATIONS. The Fund may purchase certificates of deposit, time
deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions. With respect to such securities
issued by foreign subsidiaries or foreign branches 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.
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period of
time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven days)
at a stated interest rate.
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 the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER. Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs. The commercial paper
purchased by the Fund will consist only of direct obligations which, at the time
of their purchase, are (a) rated not lower than Prime-1 by Moody's, 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 at least A3 by Moody's or A- by S&P, Fitch
or Duff, or (c) if unrated, determined by the Advisers to be of comparable
quality to those rated obligations which may be purchased by the Fund.
ILLIQUID SECURITIES--The Fund may invest up to 15% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment objective.
Such securities may include securities that are not readily marketable, such as
certain securities that are subject to legal or contractual restrictions on
resale, repurchase agreements providing for settlement in more than seven days
after notice, and certain privately negotiated, non-exchange traded options and
securities used to cover such options. As to these securities, the Fund is
subject to a risk that should the Fund desire to sell them when a ready buyer is
not available at a price the Fund deems representative of their value, the value
of the Fund's net assets could be adversely affected.
RATINGS--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 C by Moody's are regarded as having extremely poor prospects of
ever attaining any real investment standing. Securities rated D by S&P or Fitch
or DD by Duff are in default, and payment of interest and/or repayment of
principal is in arrears. Such securities, though high yielding, are
characterized by great risk. See "Appendix B" in the Statement of Additional
Information for a general description of securities ratings.
The ratings of Moody's, S&P, Fitch and Duff represent their opinions
as to the quality of the obligations which they undertake to rate. 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. Although these ratings may be an initial criterion for
selection of portfolio investments, the Advisers 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 objectives may be more
dependent on the Advisers' credit analysis than might be the case for a fund
that invested in higher rated securities.
ADDITIONAL INFORMATION ABOUT PURCHASES, EXCHANGES AND REDEMPTIONS--The Fund is
intended to be a long-term investment vehicle and is not designed to provide
investors with a means of speculation on short-term market movements. A pattern
of frequent purchases and exchanges can be disruptive to efficient portfolio
management and, consequently, can be detrimental to the Fund's performance and
its shareholders. Accordingly, if the Fund's management determines that an
investor is engaged in excessive trading, the Fund, with or without prior
notice, may temporarily or permanently terminate the availability of Fund
Exchanges, or reject in whole or part any purchase or exchange request, with
respect to such investor's account. Such investors also may be barred from
purchasing other funds in the Dreyfus Family of Funds or Dreyfus Premier Family
of Funds. Generally, an investor who makes more than four exchanges out of the
Fund during any calendar year or who makes exchanges that appear to coincide
with an active market-timing strategy may be deemed to be engaged in excessive
trading. Accounts under common ownership or control will be considered as one
account for purposes of determining a pattern of excessive trading. In addition,
the Fund may refuse to restrict purchase or exchange requests by any person or
group if, in the judgment of the Fund's management, the Fund would be unable to
invest the money effectively in accordance with its investment objective and
policies or could otherwise be adversely affected or if the Fund receives or
anticipates receiving simultaneous orders that may significantly affect the Fund
(e.g., amounts equal to 1% or more of the Fund's total assets). If an exchange
request is refused, the Fund will take no other action with respect to the
shares until it receives further instructions from the investor. The Fund may
delay forwarding redemption proceeds for up to seven days if the investor
redeeming shares is engaged in excessive trading or if the amount of the
redemption request otherwise would be disruptive to efficient portfolio
management or would adversely affect the Fund. The Fund's policy on excessive
trading applies to investors who invest in the Fund directly or through
financial intermediaries, but does not apply to the Auto-Exchange Privilege, to
any automatic investment or withdrawal privilege described herein, or to
participants in employer-sponsored retirement plans.
During times of drastic economic or market conditions, the Fund may
suspend Fund Exchanges temporarily without notice and treat exchange requests
based on their separate components--redemption orders with a simultaneous
request to purchase the other fund's shares. In such a case, the redemption
request would be processed at the Fund's next determined net asset value but the
purchase order would be effective only at the net asset value next determined
after the fund being purchased receives the proceeds of the redemption, which
may result in the purchase being delayed.
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>
DREYFUS PREMIER INTERNATIONAL FUNDS, INC.
DREYFUS PREMIER GREATER CHINA FUND
DREYFUS PREMIER INTERNATIONAL GROWTH FUND
CLASS A, CLASS B, CLASS C AND CLASS R SHARES
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
MAY 8, 1998
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of
Dreyfus Premier International Growth Fund, dated March 2, 1998, and Dreyfus
Premier Greater China Fund, dated May 8, 1998 (each, a "Fund" and
collectively, the "Funds") of Dreyfus Premier International Funds, Inc. (the
"Company"), as each may be revised from time to time. To obtain a copy of the
relevant Fund's Prospectus, please write to the Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
The Dreyfus Corporation (the "Manager") serves as each Fund's
investment adviser. The Manager has engaged Hamon U.S. Investment Advisors
Limited ("Hamon") to serve as Dreyfus Premier Greater China Fund's
sub-investment adviser and to provide day-to-day management of the Fund's
investments, subject to the supervision of the Manager.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of each Fund's shares.
<PAGE>
TABLE OF CONTENTS
PAGE
Investment Objective and Management Policies.........................
Management of the Company............................................
Management Arrangements..............................................
Purchase of Shares...................................................
Distribution Plan and Shareholder Services Plan......................
Redemption of Shares.................................................
Shareholder Services.................................................
Determination of Net Asset Value.....................................
Dividends, Distributions and Taxes...................................
Portfolio Transactions...............................................
Performance Information..............................................
Information About the Funds..........................................
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors...................................
Financial Statements and Reports of Independent Auditors
Appendix ............................................................
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTIONS IN EACH FUND'S PROSPECTUS ENTITLED "DESCRIPTION OF
THE FUND" AND "APPENDIX."
PORTFOLIO SECURITIES
DEPOSITARY RECEIPTS. (All Funds) These securities may be purchased
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.
FOREIGN GOVERNMENT OBLIGATIONS; SECURITIES OF SUPRANATIONAL ENTITIES.
(All Funds) A Fund may invest in obligations issued or guaranteed by one or more
foreign governments or any of their political subdivisions, agencies or
instrumentalities that are determined by the Manager (or, if applicable, the
Fund's sub-investment adviser) to be of comparable quality to the other
obligations in which the Fund may invest. Such securities also include debt
obligations of supranational entities. Supranational entities include
international organizations designated or supported by governmental entities to
promote economic reconstruction or development and international banking
institutions and related government agencies. Examples include the International
Bank for Reconstruction and Development (the World Bank), the European Coal and
Steel Community, the Asian Development Bank and the InterAmerican Development
Bank.
CONVERTIBLE SECURITIES. (All Funds) Although to a lesser extent than
with fixed-income securities generally, the market value of convertible
securities tends to decline as interest rates rise 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. 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.
Convertible securities are investments that provide for a stable
stream of income with generally higher yields than common stocks. There can be
no assurance of current income because the issuers of the convertible securities
may default on their obligations. 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, however, generally offer lower interest or dividend yields than
non-convertible securities of similar quality because of the potential for
capital appreciation.
REPURCHASE AGREEMENTS. (All Funds) A Fund's custodian or sub-custodian
will have custody of, and will hold in a segregated account, securities acquired
by the Fund under a repurchase agreement. Repurchase agreements are considered
by the staff of the Securities and Exchange Commission to be loans by the Fund
that enters into them. In an attempt to reduce the risk of incurring a loss on a
repurchase agreement, each 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.
COMMERCIAL PAPER AND OTHER SHORT-TERM CORPORATE Obligations. (All
Funds) These instruments include variable amount master demand notes, which are
obligations that permit a 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. 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. Such
obligations frequently are not rated by credit rating agencies, and a 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.
ILLIQUID SECURITIES. (All Funds) When purchasing securities that have
not been registered under the Securities Act of 1933, as amended, and are not
readily marketable, each Fund will endeavor, to the extent practicable, 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,
where a substantial market of qualified institutional buyers develops for
certain unregistered securities purchased by the Fund pursuant to Rule 144A
under the Securities Act of 1933, as amended, the Fund intends to treat such
securities as liquid securities in accordance with procedures approved by the
Company's Board. Because it is not possible to predict with assurance how the
market for restricted securities pursuant to Rule 144A will develop, the
Company's Board has directed the Manager (or, if applicable, the Fund's
sub-investment adviser) to monitor carefully each 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, a Fund's investing in such securities may have
the effect of increasing the level of liquidity in its investment portfolio
during such period.
MORTGAGE-RELATED SECURITIES. (Dreyfus Premier International Growth
Fund only) Mortgage-related securities are a form of Derivatives collateralized
by pools of mortgages. The mortgage-related securities which may be purchased
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. 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. 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 a mortgage-related
security is purchased 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 of
these securities are inversely affected by changes in interest rates. However,
although 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.
During periods of rapidly rising interest rates, prepayments of
mortgage-related securities may occur at slower than expected rates. Slower
prepayments effectively may lengthen a mortgage-related security's expected
maturity which generally would cause the value of such security to fluctuate
more widely in response to changes in interest rates. Were the prepayments on
the Fund's mortgage-related securities to decrease broadly, the Fund's effective
duration, and thus sensitivity to interest rate fluctuations, would increase.
The U.S. Government securities that the Fund may purchase include
mortgage-related securities, such as those issued by the Government National
Mortgage Association, the Federal Mortgage Association and the Federal Home Loan
Mortgage Corporation. 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.
MUNICIPAL OBLIGATIONS. (Dreyfus Premier International Growth Fund
only) 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. 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. 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.
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. 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 will invest in municipal obligations, the ratings of which
correspond with the ratings of other permissible Fund investments. The Fund may
invest up to 25% of its assets in municipal obligations; however, it currently
intends to limit such investments to 5% of its assets. These percentages may be
varied from time to time without shareholder approval.
ZERO COUPON SECURITIES. (Dreyfus Premier International Growth Fund
only) 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
LEVERAGE. (All Funds) For borrowings for investment purposes, the 1940
Act requires a 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 required 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 amount of its borrowings 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 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 permissible liquid assets 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.
SHORT-SELLING. (All Funds) Each Fund may engage in short-selling.
Until a Fund closes its short position or replaces the borrowed security, the
Fund will: (a) maintain a segregated account, containing permissible liquid
assets, at such a level that the amount deposited in the account plus the amount
deposited with the broker as collateral always equals the current value of the
security sold short; or (b) otherwise cover its short position.
DERIVATIVES. (All Funds) Each Fund may invest in, or enter into,
Derivatives (as defined in the Fund's Prospectus) for a variety of reasons,
including to hedge certain market risks, to provide a substitute for purchasing
or selling particular securities or to increase potential income gain.
Derivatives may provide a cheaper, quicker or more specifically focused way for
a Fund to invest than "traditional" securities would.
Derivatives can be volatile and involve various types and degrees of
risk, depending upon the characteristics of the particular Derivative and the
portfolio as a whole. Derivatives permit a Fund to increase or decrease the
level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as the Fund can increase or decrease the level of
risk, or change the character of the risk, of its portfolio by making
investments in specific securities.
Derivatives may be purchased on established exchanges or through
privately negotiated transactions referred to as over-the-counter Derivatives.
Exchange-traded Derivatives generally are guaranteed by the clearing agency
which is the issuer or counterparty to such Derivatives. This guarantee usually
is supported by a daily payment system (i.e., variation margin requirements)
operated by the clearing agency in order to reduce overall credit risk. As a
result, unless the clearing agency defaults, there is relatively little
counterparty credit risk associated with Derivatives purchased on an exchange.
By contrast, no clearing agency guarantees over-the-counter Derivatives.
Therefore, each party to an over-the-counter Derivative bears the risk that the
counterparty will default. Accordingly, the Manager (or, if applicable, the
Fund's sub-investment adviser) will consider the creditworthiness of
counterparties to over-the-counter Derivatives in the same manner as it would
review the credit quality of a security to be purchased by the Fund.
Over-the-counter Derivatives are less liquid than exchange-traded Derivatives
since the other party to the transaction may be the only investor with
sufficient understanding of the Derivative to be interested in bidding for it.
FUTURES TRANSACTIONS--IN GENERAL. Each Fund may enter into 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 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 opportunities or arbitrage
possibilities not available in the United States. Foreign markets, however, may
have greater risk potential than domestic markets. For example, some foreign
exchanges are principal markets so that no common clearing facility exists and
an investor may look only to the broker for performance of the contract. In
addition, any profits that a 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.
Unlike trading on domestic commodity exchanges, trading on foreign commodity
exchanges is not regulated by the Commodity Futures Trading Commission.
Engaging in these transactions involves risk of loss to the Fund which
could adversely affect the value of the Fund's net assets. Although each 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.
Successful use of futures by a Fund also is subject to the ability of
the Manager (or, if applicable, the Fund's sub-investment adviser) to predict
correctly movements in the direction of the relevant market, and, to the extent
the transaction is entered into for hedging purposes, to ascertain the
appropriate correlation between the transaction being hedged and the price
movements of the futures contract. For example, if a Fund uses futures to hedge
against the possibility of a decline in the market value of securities held in
its portfolio and the prices of such securities instead increase, the Fund will
lose part or all of the benefit of the increased value of securities which it
has hedged because it will have offsetting losses in its futures positions.
Furthermore, if in such circumstances 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.
Pursuant to regulations and/or published positions of the Securities
and Exchange Commission, a Fund may be required to segregate permissible liquid
assets 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 otherwise to invest those
assets.
SPECIFIC FUTURES TRANSACTIONS. Each Fund may purchase and sell stock index
futures contracts. A stock index future obligates the Fund to pay or receive an
amount of cash equal to a fixed dollar amount specified in the futures contract
multiplied by the difference between the settlement price of the contract on the
contract's last trading day and the value of the index based
on the stock prices of the securities that comprise it at the opening of
trading in such securities on the next business day.
Each Fund may purchase and sell interest rate futures contracts. An
interest rate future obligates the Fund to purchase or sell an amount of a
specific debt security at a future date at a specific price.
Each Fund may purchase and sell currency futures. A foreign currency
future obligates the Fund to purchase or sell an amount of a specific currency
at a future date at a specific price.
OPTIONS--IN GENERAL. Each Fund may purchase and write (i.e., sell) call or put
options with respect to specific securities. A call option gives the purchaser
of the option the right to buy, and obligates the writer to sell, the underlying
security or securities at the exercise price at any time during the option
period, or at a specific date. Conversely, a put option gives the purchaser of
the option the right to sell, and obligates the writer to buy, the underlying
security or securities at the exercise price at any time during the option
period, or at a specific date.
A covered call option written by a Fund is a call option with respect
to which the Fund owns the underlying security or otherwise covers the
transaction by segregating cash or other securities. A put option written by a
Fund is covered when, among other things, cash or liquid securities having a
value equal to or greater than the exercise price of the option are placed in a
segregated account to fulfill the obligation undertaken. The principal reason
for writing covered call and put options is to realize, through the receipt of
premiums, a greater return than would be realized on the underlying securities
alone. The Fund receives a premium from writing covered call or put options
which it retains whether or not the option is exercised.
There is no assurance that sufficient trading interest to create a
liquid secondary market on a securities exchange will exist for any particular
option or at any particular time, and for some options no such secondary market
may exist. A liquid secondary market in an option may cease to exist for a
variety of reasons. In the past, for example, higher than anticipated trading
activity or order flow, or other unforeseen events, at times have rendered
certain of the clearing facilities inadequate and resulted in the institution of
special procedures, such as trading rotations, restrictions on certain types of
orders or trading halts or suspensions in one or more options. There can be no
assurance that similar events, or events that may otherwise interfere with the
timely execution of customers' orders, will not recur. In such event, it might
not be possible to effect closing transactions in particular options. If, as a
covered call option writer, a 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.
SPECIFIC OPTIONS TRANSACTIONS. Each Fund may purchase and sell call and put
options in respect of specific securities (or groups or "baskets" of specific
securities) or stock indices listed on national securities exchanges or traded
in the over-the-counter market. An option on a stock index is similar to an
option in respect of specific securities, except that settlement does not occur
by delivery of the securities comprising the index. Instead, the option holder
receives an amount of cash if the closing level of the stock index upon which
the option is based is greater than, in the case of a call, or less than, in the
case of a put, the exercise price of the option. Thus, the effectiveness of
purchasing or writing stock index options will depend upon price movements in
the level of the index rather than the price of a particular stock.
Each Fund may purchase and sell call and put options on foreign
currency. These options convey the right to buy or sell the underlying currency
at a price which is expected to be lower or higher than the spot price of the
currency at the time the option is exercised or expires.
Each Fund may purchase cash-settlement 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
a 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 a Fund with another party of cash flows based upon the
performance of an index or a portion of an index of securities which usually
includes 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.
Successful use by a Fund of options will be subject to the ability of
the Manager (or, if applicable, the Fund's sub-investment adviser) to predict
correctly movements in the prices of individual stocks, the stock market
generally, foreign currencies or interest rates. To the extent such predictions
are incorrect, a Fund may incur losses.
FUTURE DEVELOPMENTS. (All Funds) A Fund may take advantage of
opportunities in the area of options and futures contracts and options on
futures contracts and any other Derivatives 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 or Statement of Additional Information.
FORWARD COMMITMENTS. (All Funds) Securities purchased on a forward
commitment or when-issued basis are subject to changes in value (generally
changing in the same way, i.e., appreciating when interest rates decline and
depreciating when interest rates rise) based upon the public's perception of the
creditworthiness of the issuer and changes, real or anticipated, in the level of
interest rates. Securities purchased on a forward commitment or when-issued
basis may expose a Fund to risks because they may experience such fluctuations
prior to their actual delivery. Purchasing securities on a when-issued basis can
involve the additional risk that the yield available in the market when the
delivery takes place actually may be higher than that obtained in the
transaction itself. Purchasing securities on a forward commitment or when-issued
basis when a Fund is fully or almost fully invested may result in greater
potential fluctuation in the value of the Fund's net assets and its net asset
value per share.
LENDING PORTFOLIO SECURITIES. (Dreyfus Premier International Growth
Fund only) In connection with its securities lending transactions, 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 Company's Board
must terminate the loan and regain the right to vote the securities if a
material event adversely affecting the investment occurs.
INVESTMENT CONSIDERATIONS AND RISKS
LOWER RATED SECURITIES. (All Funds) Each 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 Ratings Group ("S&P"), Fitch IBCA, Inc. ("Fitch")
and Duff & Phelps Credit Rating Co. ("Duff," and with the other rating agencies,
the "Rating Agencies") and, with respect to Dreyfus Premier International Growth
Fund, as low as Caa by Moody's or CCC by S&P, Fitch or Duff, and, with respect
to Dreyfus Premier Greater China Fund, as low as the lowest rating assigned by
the Rating Agencies. Such securities, though higher yielding, are characterized
by risk. See "Description of the Fund--Investment Considerations and Risks" in
the relevant Fund's Prospectus for a discussion of certain risks and "Appendix"
for a general description of the Rating Agencies' 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. A Fund will rely on the
Manager's (or, if applicable, the Fund's sub-investment adviser's) judgment,
analysis and experience in evaluating the creditworthiness of an issuer.
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 the Rating Agencies to be, on balance, 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, a 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 a
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 a
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.
A Fund may acquire these securities during an initial offering. Such
securities may involve special risks because they are new issues. Each Fund has
no arrangement with any persons concerning the acquisition of such securities,
and the Manager (or, if applicable, the Fund's sub-investment adviser) will
review carefully the credit and other characteristics pertinent to such new
issues.
The credit risk factors pertaining to lower rated securities also
apply to lower rated zero coupon securities in which Dreyfus Premier
International Growth Fund may invest up to 5% of its net assets. 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
DREYFUS PREMIER INTERNATIONAL GROWTH FUND ONLY. The Fund has adopted
investment restrictions numbered 1 through 12 as fundamental policies, which
cannot be changed without approval by the holders of a majority (as defined in
the 1940 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 Company's Board members at any time. Dreyfus Premier International Growth
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 Company's Board.
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 1940 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.
* * *
DREYFUS PREMIER GREATER CHINA FUND ONLY. The Fund has adopted
investment restrictions numbered 1 through 8 as fundamental policies, which
cannot be changed without approval by the holders of a majority (as defined in
the 1940 Act) of the Fund's outstanding voting shares. Investment restrictions
numbered 9 and 10 are not fundamental policies and may be changed by vote of a
majority of the Company's Board members at any time. Dreyfus Premier Greater
China Fund may not:
1. Invest more than 25% of the value of its total assets in the
securities of issuers in any single 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.
2. Invest in commodities, except that the Fund may purchase and sell
options, forward contracts, futures contracts, including those related to
indices, and options on futures contracts or indices.
3. Purchase, hold or deal in real estate, 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 or issued by companies that
invest or deal in real estate or real estate investment trusts.
4. Borrow money, except to the extent permitted under the 1940 Act
(which currently limits borrowing to no more than 33-1/3% of the value of the
Fund's total assets). For purposes of this Investment Restriction, the entry
into options, forward contracts, futures contracts, including those relating to
indices, and options on futures contracts or indices shall not constitute
borrowing.
5. Make loans to others, except through the purchase of debt
obligations and the entry into repurchase agreements. However, the Fund may lend
its portfolio securities in an amount not to exceed 33-1/3% of the value of its
total assets. Any loans of portfolio securities will be made according to
guidelines established by the Securities and Exchange Commission and the
Company's Board.
6. Act as an underwriter of securities of other issuers, except to the
extent the Fund may be deemed an underwriter under the Securities Act of 1933,
as amended, by virtue of disposing of portfolio securities.
7. Isssue any senior security (as such term is defined in Section
18(f) of the 1940 Act), except to the extent the activities permitted in
Investment Restriction Nos. 2, 4, 8 and 9 may be deemed to give rise to a senior
security.
8. Purchase securities on margin, but the Fund may make margin
deposits in connection with transactions in options, forward contracts, futures
contracts, including those related to indices, and options on futures contracts
or indices.
9. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
purchase of securities on a when-issued or forward commitment basis and the
deposit of assets in escrow in connection with writing covered put and call
options and collateral and initial or variation margin arrangements with respect
to options, forward contracts, futures contracts, including those related to
indices, and options on futures contracts or indices.
10. 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 Company may make commitments more restrictive than the
restrictions listed above so as to permit the sale of Fund shares in certain
states. Should the Company determine that a commitment is no longer in the best
interest of a Fund and its shareholders, the Company reserves the right to
revoke the commitment by terminating the sale of such Fund's shares in the state
involved.
MANAGEMENT OF THE COMPANY
Board members and officers of the Company, together with information
as to their principal business occupations during at least the last five years,
are shown below. Each Board member who is deemed to be an "interested person" of
the Fund, as defined in the 1940 Act, is indicated by an asterisk.
BOARD MEMBERS OF THE COMPANY
JOSEPH S. DiMARTINO, CHAIRMAN OF THE BOARD. Since January 1995, Chairman of
the Board of various funds in the Dreyfus Family of Funds. He also is a
director of The Muscular Dystrophy Association, The Noel Group, Inc., a
venture capital company (for which, from February 1995 until November
1997, he was Chairman of the Board), Staffing Resources, Inc., a
temporary placement agency, HealthPlan Services Corporation, a provider
of marketing, administrative and risk management services to health and
other benefit programs, Carlyle Industries, Inc. (formerly, Belding
Heminway Company, Inc.), a button packager and distributor, and Century
Business Services, Inc. (formerly, International Alliance Services,
Inc.), a provider of various outsourcing functions for small and medium
sized companies. For more than five years prior to January 1995, he was
President, a director and, until August 1994, Chief Operating Officer
of the Manager and Executive Vice President and a director of Dreyfus
Service Corporation, a wholly-owned subsidiary of the Manager and,
until August 24, 1994, the Company's distributor. From August 1994
until December 31, 1994, he was a director of Mellon Bank Corporation.
He is 54 years old and his address is 200 Park Avenue, New York, New
York 10166.
GORDON J. DAVIS, BOARD MEMBER. Since October 1994, senior partner with the law
firm of LeBoeuf, Lamb, Greene & MacRae. From 1983 to September 1994,
Mr. Davis was a senior partner with the law firm of Lord Day & Lord,
Barrett Smith. From 1978 to 1983, he was Commissioner of Parks and
Recreation for the City of New York. He also is a Director of
Consolidated Edison, a utility company, and Phoenix Home Life Insurance
Company and a member of various other corporate and not-for-profit
boards. He is 56 years old and his address is 241 Central Park West,
New York, New York 10024.
DAVID P. FELDMAN, BOARD MEMBER. Trustee of Corporate Property Investors, a
real estate investment company, and a director of several mutual funds
in the 59 Wall Street Mutual Funds Group, and of the Jeffrey Company, a
private investment company. He was employed by AT&T from July 1961 to
his retirement in April 1997, most recently serving as Chairman and
Chief Executive Officer of AT&T Investment Management Corporation. He
is 57 years old and his address is c/o AT&T, One Oak Way, Berkeley
Heights, New Jersey 07922.
LYNN MARTIN, BOARD MEMBER. Professor, J.L. Kellogg Graduate School of
Management, Northwestern University. During the Spring Semester 1993,
she was a Visiting Fellow at the Institute of Politics, Kennedy School
of Government, Harvard University. She also is an advisor to the
international accounting firm of Deloitte & Touche, LLP and chair of
its Council for the Advancement of Women. From January 1991 through
January 1993, Ms. Martin served as Secretary of the United States
Department of Labor. From 1981 to 1991, she served in the United States
House of Representatives as a Congresswoman from the State of Illinois.
She also is a Director of Harcourt General, Inc., Ameritech, Ryder
System, Inc., The Proctor & Gamble Co., a consumer company, and TRW,
Inc., an aerospace and automotive equipment company. She is 57 years
old and her address is c/o Deloitte & Touche, LLP, Two Prudential
Plaza, 180 N. Stetson Avenue, Chicago, Illinois 60601.
DANIEL ROSE, BOARD MEMBER. 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 also is Chairman of the Housing Committee of the Real Estate
Board of New York, Inc., and a trustee of Corporate Property Investors,
a real estate company. He is 67 years old and his address is c/o Rose
Associates, Inc., 200 Madison Avenue, New York, New York 10016.
*PHILIP L. TOIA, BOARD MEMBER. Retired. Mr. Toia was employed by the Manager
from August 1986 through January 1997, most recently serving as Vice
Chairman, Administration and Operations. He is 64 years old and his
address is 9022 Michael Circle, Apt. 1, Naples, Florida 34113.
SANDER VANOCUR, BOARD MEMBER. Since January 1992, President of Old Owl
Communications, a full-service communications firm. From May 1995 to
June 1996, Mr. Vanocur was a Professional in Residence at the Freedom
Forum in Arlington, VA, from January 1994 to May 1995, he served as
Visiting Professional Scholar at the Freedom Forum Amendment Center at
Vanderbilt University, and from November 1989 to November 1995, he was
a director of the Damon Runyon-Walter Winchell Cancer Research Fund.
From June 1977 to December 1991, he was a Senior Correspondent of ABC
News and, from October 1986 to December 1991, he was Anchor of the ABC
News program "Business World," a weekly business program on the ABC
television network. He is 69 years old and his address is 2928 P
Street, N.W., Washington, DC 20007.
ANNE WEXLER, BOARD MEMBER. Chairman of the Wexler Group, consultants
specializing in government relations and public affairs. She also is a
director of Alumax, Comcast Corporation, The New England Electric
System, NOVA Corporation 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 is a Board member of the Economic
Club of Washington. She is 67 years old and her address is c/o The
Wexler Group, 1317 F Street, Suite 600, N.W., Washington, DC 20004.
REX WILDER, BOARD MEMBER. Financial Consultant. He is 77 years
old and his address is 290 Riverside Drive, New York, New York 10025.
For so long as the Company's plans described in the section captioned
"Distribution Plan and Shareholder Services Plan" remain in effect, the Board
members who are not "interested persons" of the Company, as defined in the 1940
Act, will be selected and nominated by the Board members who are not "interested
persons" of the Company.
The Company typically pays its Board members an annual retainer and a
per meeting fee and reimburses them for their expenses. The Chairman of the
Board receives an additional 25% of such compensation. Emeritus Board members
are entitled to receive an annual retainer and a per meeting fee of one-half the
amount paid to them as Board members. The aggregate amount of compensation paid
to each Board member by the Company for the fiscal year ended October 31, 1997,
and by all other funds in the Dreyfus Family of Funds for which such person is a
Board member (the number of which is set forth in parenthesis next to each Board
member's total compensation) for the year ended December 31, 1997, was as
follows:
Total Compensation
Aggregate Compensation from Company and
Name of Board Member from Company* Fund Complex Paid
to Board Member
Gordon J. Davis $2,000 $97,375(23)
Joseph S. DiMartino $2,813 $597,128 (96)
David P. Feldman $2,250 $129,375 (25)
Lynn Martin $2,000 $ 41,875 (11)
Eugene McCarthy** $ 875 $ 18,188 (11)
Daniel Rose $2,250 $76,375 (21)
Philip L. Toia** $277 $30,344 (11)
Sander Vanocur $2,250 $87,125 (21)
Anne Wexler $2,250 $68,625 (15)
Rex Wilder $2,250 $45,625 (11)
- ---------------------------
* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $927 for all Board members as a group.
** Board Member Emeritas since March 29, 1996.
*** Board member since October 22, 1997.
OFFICERS OF THE COMPANY
MARIE E. CONNOLLY, PRESIDENT AND TREASURER. President, Chief Executive
Officer, Chief Compliance Officer and a director of the Distributor and
Funds Distributor, Inc., the ultimate parent of which is Boston
Institutional Group, Inc., and an officer of other investment companies
advised or administered by the Manager. She is 40 years old.
DOUGLAS C. CONROY, VICE PRESIDENT AND ASSISTANT SECRETARY. Assistant Vice
President of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From April
1993 to January 1995, he was a Senior Fund Accountant for Investors
Bank & Trust Company. From December 1991 to March 1993, he was employed
as a Fund Accountant at The Boston Company, Inc. He is 28 years old.
CHRISTOPHER J. KELLEY, VICE PRESIDENT AND ASSISTANT SECRETARY. Vice President
and Senior Associate General Counsel of the Distributor and Funds
Distributor, Inc., and an officer of other investment companies advised
or administered by the Manager. From April 1994 to July 1996, he was
Assistant Counsel at Forum Financial Group. From October 1992 to March
1994, he was employed by Putnam Investments in legal and compliance
capacities. He is 33 years old.
KATHLEEN K. MORRISEY, VICE PRESIDENT AND ASSISTANT SECRETARY.
Vice President and Assistant Secretary of Funds Distributor, Inc.,
and an officer of other investment companies advised or administered
by the Manager. From July 1994 to November 1995, she was a Fund
Accountant for Investors Bank & Trust Company. She is 25 years old.
ELBA VASQUEZ, VICE PRESIDENT AND ASSISTANT SECRETARY. Assistant Vice
President of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From March
1990 to May 1996, she was employed by U.S. Trust Company of New York,
where she held various sales and marketing positions. She is 36 years
old.
RICHARD W. INGRAM, VICE PRESIDENT AND ASSISTANT TREASURER. Executive Vice
President of the Distributor and Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From March 1994 to November 1995, he was Vice President and
Division Manager for First Data Investor Services Group. From 1989 to
1994, he was Vice President, Assistant Treasurer and Tax
Director--Mutual Funds at The Boston Company, Inc. He is 42 years old.
MARY A. NELSON, VICE PRESIDENT AND ASSISTANT TREASURER. Vice
President of the Distributor and Funds Distributor, Inc.,
and an officer of other investment companies advised or
administered by the Manager. From September 1989 to July
1994, she was an Assistant Vice President and Client
Manager for The Boston Company, Inc. She is 33 years old.
MICHAEL S. PETRUCELLI, VICE PRESIDENT AND ASSISTANT TREASURER. Senior Vice
President of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
December 1989 through November 1996, he was employed by GE Investments
where he held various financial, business development and compliance
positions. He also served as Treasurer of the GE Funds and as a
Director of GE Investment Services. He is 36 years old.
JOSEPH F. TOWER, III, VICE PRESIDENT AND ASSISTANT TREASURER. Senior Vice
President, Treasurer, Chief Financial Officer and a director of the
Distributor and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From July
1988 to August 1994, he was employed by The Boston Company, Inc. where
he held various management positions in the Corporate Finance and
Treasury areas. He is 35 years old.
The address of each officer of the Company is 200 Park Avenue, New
York, New York 10166.
The Company's Board members and officers, as a group, owned less than
1% of each Fund's shares outstanding on May 4, 1998.
MANAGEMENT ARRANGEMENTS
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN EACH FUND'S PROSPECTUS ENTITLED "MANAGEMENT OF
THE FUND."
MANAGEMENT AGREEMENT. The Manager provides management services
pursuant to the Management Agreement (the "Agreement") with the Company dated
August 24, 1994, as amended January 12, 1998. As to each Fund, the Agreement is
subject to annual approval by (i) the Company's Board or (ii) vote of a majority
(as defined in the 1940 Act) of the outstanding voting securities of the Fund,
provided that in either event the continuance also is approved by a majority of
the Board members who are not "interested persons" (as defined in the 1940 Act)
of the Fund or the Manager, by vote cast in person at a meeting called for the
purpose of voting on such approval. With respect to Dreyfus Premier
International Growth Fund, the Agreement was approved by the Fund's shareholders
on August 3, 1994, and was last approved by the Company's Board, including a
majority of the Board members who are not "interested persons" of any party to
the Agreement, at a meeting held on July 14, 1997. With respect to Dreyfus
Premier Greater China Fund, the Agreement was approved by the Fund's initial
shareholder on January 12, 1998, and by the Company's Board, including a
majority of the Board members who are not "interested persons" of any party to
the Agreement, at a meeting held on January 12, 1998. As to each Fund, the
Agreement is terminable without penalty, on 60 days' notice, by the Company's
Board 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, as to the relevant Fund, in the event of its assignment (as
defined in the 1940 Act).
The following persons are officers and/or directors of the Manager: W.
Keith Smith, Chairman of the Board; Christopher M. Condron, President, Chief
Executive Officer, Chief Operating Officer and a director; Stephen E. Canter,
Vice Chairman, Chief Investment Officer and a director; Lawrence S. Kash, Vice
Chairman--Distribution and a director; Ronald P. O'Hanley III, Vice Chairman; J.
David Officer, Vice Chairman; William T. Sandalls, Jr., Senior Vice President
and Chief Financial Officer; Mark N. Jacobs, Vice President, General Counsel and
Secretary; Patrice M. Kozlowski, Vice President--Corporate Communications; Mary
Beth Leibig, Vice President--Human Resources; Jeffrey N. Nachman, Vice
President--Mutual Fund Accounting; Andrew S. Wasser, Vice President--Information
Systems; William V. Healey, Assistant Secretary; and Mandell L. Berman, Burton
C. Borgelt, Frank V. Cahouet and Richard F. Syron, directors.
SUB-INVESTMENT ADVISORY AGREEMENT. With respect to Dreyfus Premier
Greater China Fund, the Manager has entered into a Sub-Investment Advisory
Agreement (the "Hamon Sub-Advisory Agreement") with Hamon dated January 12,
1998. As to such Fund, the Hamon Sub-Advisory Agreement is subject to annual
approval by (i) the Company's Board or (ii) vote of a majority (as defined in
the 1940 Act) of the Fund's outstanding voting securities, provided that in
either event the continuance also is approved by a majority of the Board members
who are not "interested persons" (as defined in the 1940 Act) of the Fund or
Hamon, by vote cast in person at a meeting called for the purpose of voting on
such approval. The Hamon Sub-Advisory Agreement is terminable without penalty,
(i) by the Manager on 60 days' notice, (ii) by the Company's Board or by vote of
the holders of a majority of the Fund's outstanding voting securities on 60
days' notice, or (iii) upon not less than 90 days' notice, by Hamon. The Hamon
Sub-Advisory Agreement will terminate automatically in the event of its
assignment (as defined in the 1940 Act).
The following persons are officers and/or directors of Hamon: Hugh A.
Simon, James R. F. Donald and Alfredo P. Lobo.
The Manager manages each Fund's portfolio of investments in accordance
with the stated policies of the Fund, subject to the approval of the Company's
Board. With respect to Dreyfus Premier Greater China Fund, Hamon provides
day-to-day management of the Fund's investments, subject to the supervision of
the Manager and the Company's Board. Each Fund's adviser is responsible for
investment decisions, and provides the Fund with portfolio managers who are
authorized by the Board to execute purchases and sales of securities. Dreyfus
Premier International Growth Fund's portfolio manager is Ronald Chapman and
Dreyfus Premier Greater China Fund's portfolio manager is Mandy Tong.
The Manager and Hamon maintain research departments with professional
portfolio managers and securities analysts who provide research services for the
Funds and for other funds advised by the Manager or Hamon.
EXPENSES. All expenses incurred in the operation of the Company are
borne by the Company, except to the extent specifically assumed by the Manager
(or, if applicable, the Fund's sub-investment adviser). The expenses borne by
the Company include: organizational costs, taxes, interest, loan commitment
fees, distributions and interest paid on securities sold short, brokerage fees
and commissions, if any, fees of Board members who are not officers, directors,
employees or holders of 5% or more of the outstanding voting securities of the
Manager or any sub-investment adviser or any affiliates thereof, 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 Company's existence, costs of independent
pricing services, 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 shareholders, costs of shareholders' reports
and corporate meetings, and any extraordinary expenses. In addition, each Fund's
Class B and Class C shares are subject to an annual distribution fee and Class
A, Class B and Class C shares are subject to an annual service fee. See
"Distribution Plan and Shareholder Services Plan." Expenses attributable to a
particular Fund are charged against the assets of that Fund; other expenses of
the Company are allocated among the Funds on the basis determined by the Board,
including, but not limited to, proportionately in relation to the net assets of
each Fund.
The Manager maintains office facilities on behalf of the Company, and
furnishes statistical and research data, clerical help, data processing,
bookkeeping and internal auditing and certain other required services to the
Company. 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 to the Company, the Company
has agreed to pay the Manager a monthly management fee at the annual rate of .75
of 1% of the value of Dreyfus Premier International Growth Fund's average daily
net assets and 1.25% of the value of Dreyfus Premier Greater China Fund's
average daily net assets. All fees and expenses are accrued daily and deducted
before declaration of distributions to shareholders. With respect to Dreyfus
Premier International Growth Fund, the management fees paid for the fiscal years
ended October 31, 1995, 1996 and 1997 amounted to $1,095,386, $1,093,156 and
$1,035,613, respectively.
As compensation for Hamon's services, the Manager has agreed to pay
Hamon a monthly sub-advisory fee at the annual rate of .625 of 1% of the value
of Dreyfus Premier Greater China Fund's average daily net assets. Dreyfus
Premier Greater China Fund has not completed its first fiscal year.
As to each Fund, 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 a Fund's net assets increases.
PURCHASE OF SHARES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN EACH FUND'S PROSPECTUS ENTITLED "HOW TO BUY
SHARES."
THE DISTRIBUTOR. The Distributor serves as each Fund's distributor on
a best efforts basis pursuant to an agreement with the Company which is
renewable annually. The Distributor also acts as distributor for the other funds
in the Dreyfus Premier Family of Funds, for funds in the Dreyfus Family of Funds
and for certain other investment companies.
With respect to Dreyfus Premier International Growth Fund, for the
fiscal years ended October 31, 1995, 1996 and 1997, the Distributor retained
$2,923, $2,169 and $3,150, respectively, from sales loads on Class A shares of
such Fund. For the same periods, the Distributor retained $302,230, $145,620 and
$216,611 from contingent deferred sale charges ("CDSC") on Class B shares and
$0, $0 and $30 from the CDSC on Class C shares of Dreyfus Premier International
Growth Fund.
SALES LOADS--CLASS A. The scale of sales loads applies to purchases of
Class A shares made by any "purchaser," which term includes an individual and/or
spouse purchasing securities for his, her or their own account or for the
account of any minor children, or a trustee or other fiduciary purchasing
securities for a single trust estate or a single fiduciary account (including a
pension, profit-sharing or other employee benefit trust created pursuant to a
plan qualified under Section 401 of the Internal Revenue Code of 1986, as
amended (the "Code")) although more than one beneficiary is involved; or a group
of accounts established by or on behalf of the employees of an employer or
affiliated employers pursuant to an employee benefit plan or other program
(including accounts established pursuant to Sections 403(b), 408(k), and 457 of
the Code); or an organized group which has been in existence for more than six
months, provided that it is not organized for the purpose of buying redeemable
securities of a registered investment company and provided that the purchases
are made through a central administration or a single dealer, or by other means
which result in economy of sales effort or expense.
Set forth below is an example of the method of computing the offering
price of Dreyfus Premier International Growth Fund's Class A shares. The example
assumes a purchase of Class A shares of Dreyfus Premier International Growth
Fund aggregating less than $50,000 subject to the schedule of sales charges set
forth in the Fund's Prospectus at a price based upon the net asset value of the
Fund's Class A shares on October 31, 1997:
NET ASSET VALUE per Share................................$16.45
Per Share Sales Charge - 5.75%*
of offering price (6.10% of
net asset value per share)..............................$1.00
Per Share Offering Price to
the Public...........................................$17.45
- -------------------
*Class A shares of Dreyfus Premier International Growth Fund purchased by
shareholders beneficially owning Class A shares of such Fund on November 30,
1996 are subject to a different sales load schedule as described under "How to
Buy Shares--Class A Shares" in the Fund's Prospectus.
TELETRANSFER PRIVILEGE. TELETRANSFER purchase orders may be made at
any time. Purchase orders received by 4:00 p.m., New York time, on any business
day that Dreyfus Transfer, Inc., each Fund's transfer and dividend disbursing
agent (the "Transfer Agent"), and the New York Stock Exchange are open for
business will be credited to the shareholder's Fund account on the next bank
business day following such purchase order. Purchase orders made after 4:00
p.m., New York time, on any business day the Transfer Agent and the New York
Stock Exchange are open for business, or orders made on Saturday, Sunday or any
Fund holiday (e.g., when the New York Stock Exchange is not open for business),
will be credited to the shareholder's Fund account on the second bank business
day following such purchase order. To qualify to use the TELETRANSFER Privilege,
the initial payment for purchase of 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
Shares--TELETRANSFER Privilege."
REOPENING AN ACCOUNT. An investor may reopen an account with a minimum
investment of $100 without filing a new Account Application during the calendar
year the account is closed or during the following calendar year, provided the
information on the old Account Application is still applicable.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN EACH FUND'S PROSPECTUS ENTITLED "DISTRIBUTION
PLAN AND SHAREHOLDER SERVICES PLAN."
Class B and Class C shares of each Fund are subject to a Distribution
Plan and Class A, Class B and Class C shares are subject to a Shareholder
Services Plan.
DISTRIBUTION PLAN. Rule 12b-1 (the "Rule") adopted by the Securities
and Exchange Commission under the 1940 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 Company's Board has adopted such
a plan (the "Distribution Plan") with respect to each Fund's Class B and Class C
shares, pursuant to which the Fund pays the Distributor for distributing the
relevant Class of shares. The Company's Board believes that there is a
reasonable likelihood that the Distribution Plan will benefit each Fund and
holders of its Class B and Class C shares.
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 Board for its review. In addition, the Distribution Plan provides that it
may not be amended to increase materially the costs which holders of a Fund's
Class B or Class C shares may bear pursuant to the Distribution Plan without the
approval of the holders of such shares and that other material amendments of the
Distribution Plan must be approved by the Company's Board, and by the Board
members who are not "interested persons" (as defined in the 1940 Act) of the
Company 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. As to each Fund, the Distribution Plan is subject
to annual approval by such vote of the Board cast in person at a meeting called
for the purpose of voting on the Distribution Plan. The Distribution Plan was
last so approved by the Board at a meeting held on January 12, 1998. As to the
relevant Class of shares of a Fund, the Distribution Plan may be terminated at
any time by vote of a majority of the Board members 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 such Class of
shares.
With respect to Dreyfus Premier International Growth Fund, for the
fiscal year ended October 31, 1997, the Fund was charged $536,675 and $1,534,
with respect to Class B shares and Class C shares, respectively, pursuant to the
Distribution Plan.
Dreyfus Premier Greater China Fund has not completed its first fiscal
year.
SHAREHOLDER SERVICES PLAN. The Company has adopted a Shareholder
Services Plan, pursuant to which each Fund pays the Distributor for the
provision of certain services to the holders of the Fund's Class A, Class B and
Class C shares. 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 such shareholder accounts. 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 Board for its review. In addition, the Shareholder Services Plan
provides that material amendments must be approved by the Company's Board, and
by the Board members who are not "interested persons" (as defined in the 1940
Act) of the Company 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. As to each Fund,
the Shareholder Services Plan is subject to annual approval by such vote of the
Board cast in person at a meeting called for the purpose of voting on the
Shareholder Services Plan. The Shareholder Services Plan was last so approved by
the Board at a meeting held on July 14, 1997. As to the relevant Class of shares
of a Fund, the Shareholder Services Plan is terminable at any time by vote of a
majority of the Board members 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.
With respect to Dreyfus Premier International Growth Fund, for the
fiscal year ended October 31, 1997, the Fund was charged $165,653, $178,892 and
$511 with respect to Class A shares, Class B shares and Class C shares,
respectively, pursuant to the Shareholder Services Plan.
Dreyfus Premier Greater China Fund has not completed its first fiscal
year.
REDEMPTION OF SHARES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN EACH FUND'S PROSPECTUS ENTITLED "HOW TO REDEEM
SHARES."
WIRE REDEMPTION PRIVILEGE. By using this Privilege, the investor
authorizes the Transfer Agent to act on wire, telephone or letter 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 Company will initiate payment
for shares redeemed pursuant to this Privilege on the next business day after
receipt by the Transfer Agent of the redemption request in proper form.
Redemption proceeds ($1,000 minimum) will be transferred by Federal Reserve wire
only to the commercial bank account specified by the investor on the Account
Application or Shareholder Services Form, or to a correspondent bank if the
investor's bank is not a member of the Federal Reserve System. Fees ordinarily
are imposed by such bank and 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."
TELETRANSFER PRIVILEGE. Investors should be aware that if they have
selected the TELETRANSFER Privilege, any request for a wire redemption will be
effected as a TELETRANSFER transaction through the Automated Clearing House
("ACH") system unless more prompt transmittal specifically is requested.
Redemption proceeds will be on deposit in the investor's account at an ACH
member bank ordinarily two business days after receipt of the redemption
request. See "Purchase of Shares--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.
REDEMPTION COMMITMENT. The Company has committed itself to pay in cash
all redemption requests by any shareholder of record of a Fund, limited in
amount during any 90-day period to the lesser of $250,000 or 1% of such value
of such 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 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 such event, the securities would be valued in the same manner as the Fund's
securities are valued. If the recipient sold such securities, brokerage charges
would be incurred.
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 relevant 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 EACH FUND'S PROSPECTUS ENTITLED "SHAREHOLDER
SERVICES."
FUND EXCHANGES. Shares of any Class of a 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 funds purchased by exchange will
be purchased on the basis of relative net asset value per share as follows:
A. Exchanges for shares of funds that are offered without a sales
load will be made without a sales load.
B. Shares of funds purchased without a sales load may be
exchanged for shares of other funds sold with a sales load,
and the applicable sales load will be deducted.
C. Shares of funds purchased with a sales load may be exchanged
without a sales load for shares of other funds sold without a
sales load.
D. Shares of funds purchased with a sales load, shares of
funds acquired by a previous exchange from shares
purchased with a sales load and additional shares
acquired through reinvestment of dividends or
distributions of any such funds (collectively
referred to herein as "Purchased Shares") may be
exchanged for shares of other funds sold with a
sales load (referred to herein as "Offered Shares"),
provided that, if the sales load applicable to the
Offered Shares exceeds the maximum sales load that
could have been imposed in connection with the
Purchased Shares (at the time the Purchased Shares
were acquired), without giving effect to any reduced
loads, the difference will be deducted.
E. Shares of funds subject to a contingent deferred sales charge
("CDSC") that are exchanged for shares of another fund will be
subject to the higher applicable CDSC of the two funds, and for
purposes of calculating CDSC rates and conversion periods, if
any, will be deemed to have been held since the date the shares
being exchanged were initially purchased.
To accomplish an exchange under item D above, shareholders must notify
the Transfer Agent of their prior ownership of fund shares and their account
number.
To request an exchange, 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
applicable "No" box on the Account Application, indicating that the investor
specifically refuses this Privilege. By using the Telephone Exchange Privilege,
the investor authorizes the Transfer Agent to act on telephonic instructions
(including over The Dreyfus Touch(R) automated telephone system) 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.
Exchanges of Class R shares held by a Retirement Plan may be made only
between the investor's Retirement Plan account in one fund and such investor's
Retirement Plan account in another fund.
To 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 fund into which the exchange is being
made. The minimum initial investment is $750 for Dreyfus-sponsored Keogh Plans,
IRAs (including regular IRAs, spousal IRAs for a non-working spouse, Roth IRAs,
IRAs set up under a Simplified Employee Pension Plan ("SEP-IRAs"), and rollover
IRAs) and 403(b)(7) Plans with only one participant, and $500 for
Dreyfus-sponsored Education IRAs. To exchange shares held in corporate plans,
403(b)(7) Plans and SEP-IRAs with more than one participant, the minimum initial
investment is $100 if the plan has at least $1,000 invested among shares of the
same Class of the funds in the Dreyfus Premier Family of Funds or the Dreyfus
Family of Funds. To exchange shares held in a personal retirement plan account,
the shares exchanged must have a current value of at least $100.
AUTO-EXCHANGE PRIVILEGE. The Auto-Exchange Privilege permits an
investor to purchase, in exchange for shares of a Fund, shares of the same Class
of another fund in the Dreyfus Premier Family of Funds or certain funds in the
Dreyfus Family of Funds. This Privilege is available only for existing accounts.
With respect to Class R shares held by a Retirement Plan, exchanges may be made
only between the investor's Retirement Plan account in one fund and such
investor's Retirement Plan account in another fund. Shares will be exchanged on
the basis of relative net asset value as described above under "Fund Exchanges."
Enrollment in or modification or cancellation of this Privilege is effective
three business days following notification by the investor. An investor will be
notified if 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 the Auto-Exchange Privilege are available to
shareholders resident in any state in which shares of the fund being acquired
may legally be sold. Shares may be exchanged only between accounts having
identical names and other identifying designations.
Shareholder Services Forms and prospectuses of the other funds may be
obtained by calling 1-800-645-6561. The Company reserves the right to reject any
exchange request in whole or in part. The Fund Exchanges service or the
Auto-Exchange Privilege may be modified or terminated at any time upon notice to
shareholders.
AUTOMATIC WITHDRAWAL PLAN. The Automatic Withdrawal Plan permits an
investor with a $5,000 minimum account to request withdrawal of a specified
dollar amount (minimum of $50) on either a monthly or quarterly basis.
Withdrawal payments are the proceeds from sales of Fund shares, not the yield on
the shares. If withdrawal payments exceed reinvested dividends and
distributions, the investor's shares will be reduced and eventually may be
depleted. Automatic Withdrawal may be terminated at any time by the investor,
the Fund or the Transfer Agent. Shares for which certificates have been issued
may not be redeemed through the Automatic Withdrawal Plan.
DIVIDEND SWEEP. Dividend Sweep allows investors to invest
automatically their dividends or dividends and capital gain distributions, if
any, from a Fund in shares of the same Class of another fund in the Dreyfus
Premier Family of Funds or certain funds 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 by a fund may be
invested without imposition of a sales load in shares of other
funds that are offered without a sales load.
(b) Dividends and distributions paid by a fund which does
not charge a sales load may be invested in shares of other
funds sold with a sales load, and the applicable sales load
will be deducted.
(c) Dividends and distributions paid by a fund which
charges a sales load may be invested in shares of other funds
sold with a sales load (referred to herein as "Offered
Shares"), provided that, if the sales load applicable to the
Offered Shares exceeds the maximum sales load charged by the
fund from which dividends or distributions are being swept,
without giving effect to any reduced loads, the difference will
be deducted.
(d) Dividends and distributions paid by a fund may be
invested in the shares of other funds that impose a CDSC and
the applicable CDSC, if any, will be imposed upon redemption
of such shares.
CORPORATE PENSION/PROFIT-SHARING AND PERSONAL RETIREMENT PLANS. The
Company makes available to corporations a variety of prototype pension and
profit-sharing plans including a 401(k) Salary Reduction Plan. In addition, the
Company makes available Keogh Plans, IRAs (including regular IRAs, spousal IRAs
for a non-working spouse, Roth IRAs, Education IRAs, SEP-IRAs and IRA "Rollover
Accounts"), and 403(b)(7) Plans. Plan support services also are available.
Investors who wish to purchase Fund shares in conjunction with a Keogh
Plan, a 403(b)(7) Plan or an IRA, including a SEP-IRA, may request from the
Distributor forms for adoption of such plans.
The entity acting as custodian for Keogh Plans, 403(b)(7) Plans or
IRAs may charge a fee, payment of which could require the liquidation of shares.
All fees charged are described in the appropriate form.
SHARES MAY BE PURCHASED IN CONNECTION WITH THESE PLANS ONLY BY DIRECT
REMITTANCE TO THE ENTITY ACTING AS CUSTODIAN. PURCHASES FOR THESE PLANS MAY NOT
BE MADE IN ADVANCE OF RECEIPT OF FUNDS.
The minimum initial investment for corporate plans, Salary Reduction
Plans, 403(b)(7) Plans and SEP-IRAs with more than one participant, is $1,000
with no minimum or subsequent purchases. The minimum initial investment is $750
for Dreyfus-sponsored Keogh Plans, IRAs (including regular IRAs, spousal IRAs
for a non-working spouse, Roth IRAs, SEP-IRAs, and rollover IRAs) and 403(b)(7)
Plans with only one participant and $500 for Dreyfus-sponsored Education IRAs,
with no minimum on subsequent purchases.
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 EACH FUND'S PROSPECTUS ENTITLED "HOW TO BUY
SHARES."
VALUATION OF PORTFOLIO SECURITIES. Portfolio securities, including
covered call options written by a 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 U.S.
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 each Fund's
portfolio securities. Short-term investments are carried at amortized cost,
which approximates value. Expenses and fees, including the management fee and
fees pursuant to the Distribution Plan and Shareholder Services Plan, 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, are valued at fair value as determined in good
faith by the Board members. The Board will review the method of valuation on a
current basis. In making their good faith valuation of restricted securities,
the Board members generally will take the following factors into consideration:
restricted securities which are, or are convertible into, securities of the same
class of securities for which a public market exists usually will be valued at
market value less the same percentage discount at which purchased. This discount
will be revised periodically by the Board if the Board members 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.
NEW YORK STOCK EXCHANGE CLOSINGS. The holidays (as observed) on which
the New York Stock Exchange is closed currently are: New Year's Day, Martin
Luther King Jr. 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 EACH FUND'S PROSPECTUS ENTITLED "DIVIDENDS,
DISTRIBUTIONS AND TAXES."
Management believes that Dreyfus Premier International Growth Fund has
qualified as a "regulated investment company" under the Code for the fiscal year
ended October 31, 1997. It is expected that Dreyfus Premier Greater China Fund
will qualify as a regulated investment company under the Code. Each Fund intends
to continue to so qualify as long as such qualification is in the best interests
of its shareholders. As a regulated investment company, each Fund will pay no
Federal income tax on net investment income and net realized securities gains to
the extent that such income and gains are distributed to shareholders in
accordance with applicable provisions of the Code. To qualify as a regulated
investment company, the Fund must distribute at least 90% of its net income
(consisting of net investment income and net short-term capital gain) to its
shareholders, and meet certain asset diversification and other requirements. 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 the shares
below the cost of the investment. Such a dividend or distribution would be a
return on investment in an economic sense, although taxable as stated in the
Fund's Prospectus. In addition, the Code provides that if a shareholder holds
shares of a 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 a Fund's income, the entire amount or
a portion of the dividends paid by the Fund from net investment income may
qualify for the dividends received deduction allowable to qualifying U.S.
corporate shareholders ("dividends received deduction"). In general, dividend
income from a Fund distributed to qualifying corporate shareholders will be
eligible for the dividends received deduction only to the extent that such
Fund's income consists of dividends paid by U.S. corporations. However, Section
246(c) of the Code generally provides that if a qualifying corporate shareholder
has disposed of Fund shares held for less than 46 days, which 46 days generally
must be during the 90-day period commencing 45 days before the shares become
ex-dividend, and has received a dividend from net investment income with respect
to such shares, the portion designated by the Fund as qualifying for the
dividends received deduction will not be eligible for such shareholder's
dividends received deduction. 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.
A 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 of the Code, 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 foreign currencies (including foreign currency
denominated bank deposits) and non-U.S. dollar denominated securities (including
debt instruments, certain financial futures or forward contracts and options)
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 of the Code. Finally, all or a portion of the gain realized
from engaging in "conversion transactions" may be treated as ordinary income
under Section 1258 of the Code. "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, any gain or loss realized by a Fund
from certain financial futures or forward contracts 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 contract or option 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 a Fund involving certain futures or
forward contracts or options transactions may be considered, for tax purposes,
to 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, override or modify the provisions of Sections 988 and 1256 of the
Code. 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
engaging in certain futures or forward contracts or options transactions, such
straddles could be characterized as "mixed straddles" if the futures or forward
contracts 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 on straddle positions may be treated as short-term
capital gain or ordinary income.
The Taxpayer Relief Act of 1997 included constructive sale provisions
that generally will apply if a Fund either (1) holds an appreciated financial
position with respect to stock, certain debt obligations, or partnership
interests ("appreciated financial position") and then enters into a short sale,
futures or forward contract or offsetting notional principal contract
(collectively, a "Contract") with respect to the same or substantially identical
property or (2) holds an appreciated financial position that is a Contract and
then acquires property that is the same as, or substantially identical to, the
underlying property. In each instance, with certain exceptions, the Fund
generally will be taxed as if the appreciated financial position were sold at
its fair market value on the date the Fund enters into the financial position or
acquires the property, respectively. Transactions that are identified as hedging
or straddle transactions under other provisions of the Code can be subject to
the constructive sale provisions.
If a Fund invests in an entity that is classified as a "passive
foreign investment company" ("PFIC") for Federal income tax purposes, the
operation of certain provisions of the Code applying to PFICs could result in
the imposition of certain Federal income taxes on the Fund. In addition, gain
realized from the sale or other disposition of PFIC securities may be treated as
ordinary income under Section 1291 of the Code and, for tax years beginning
after December 31, 1997, gain realized with respect to PFIC securities that are
marked to market will be treated as ordinary income under Section 1296 of the
Code.
Investment by a 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.
PORTFOLIO TRANSACTIONS
The Manager supervises the placement of orders on behalf of each 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 (or, if applicable, the Fund's sub-investment adviser) 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
(and, if applicable, the Fund's sub-investment adviser'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, if applicable, the Fund's sub-investment
adviser). Such information may be useful to the Manager in serving both the
Funds 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 (and, if applicable, the Fund's sub-investment adviser) in
carrying out its obligation to the Funds.
Sale of Fund shares by a broker may be taken into consideration, and
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 a 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, a Fund will deal
with the primary market makers unless a more favorable price or execution
otherwise is obtainable.
Dreyfus Premier International Growth Fund's portfolio turnover rate
for the fiscal years ended October 31, 1996 and 1997 was 176.17% and 161.62%,
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 fiscal years ended October 31, 1995, 1996 and 1997, Dreyfus
Premier International Growth Fund paid total brokerage commissions of
$1,272,683, $1,399,545 and $1,180,114, 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 $252,390, $302,022 and $196,734, respectively, none of
which was paid to the Distributor.
For Dreyfus Premier International Growth Fund, the aggregate amount of
transactions during the fiscal year ended October 31, 1997 in securities
effected on an agency basis through a broker in consideration of, among other
things, research services provided was $7,665,126 and the commissions and
concessions related to such transactions were $18,972.
PERFORMANCE INFORMATION
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN EACH FUND'S PROSPECTUS ENTITLED "PERFORMANCE
INFORMATION."
Dreyfus Premier Greater China Fund has not completed its first fiscal
year and, therefore, no performance data have been provided for such Fund.
With respect to Dreyfus Premier International Growth Fund, the average
annual total return for Class A for the 1, 5 and 5.75 year periods ended October
31, 1997 was 8.41%, 8.86% and 9.36%, respectively. The average annual total
return for Class B for the 1 and 4.79 year periods ended October 31, 1997 was
10.18% and 9.43%, respectively. The average annual total return for Class C for
the 1 and 2.16 year periods ended October 31, 1997 was 13.19% and 10.98%,
respectively. The average annual total return for Class R for the 1 and 2.16
year periods ended October 31, 1997 was 15.21% and 12.03%, respectively. Average
annual total return is calculated by determining the ending redeemable value of
an investment purchased at net asset value (maximum offering price in the case
of Class A) 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' 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 or Class C, 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 net
asset value (maximum offering price in the case of Class A) per share at the
beginning of a stated period from the net asset value (maximum offering price in
the case of Class A) per share at the end of the period (after giving effect to
the reinvestment of dividends and distributions during the period and any
applicable CDSC), and dividing the result by the net asset value (maximum
offering price in the case of Class A) 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 or Class C 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 or
Class C shares, which, if reflected, would reduce the performance quoted. With
respect to Dreyfus Premier International Growth Fund, the total return for Class
A for the period January 31, 1992 (commencement of operations) through October
31, 1997, based on maximum offering price per share, was 67.28%. Based on net
asset value per share, the total return for Class A was 77.45% for this period.
The total return for Class B of such Fund for the period January 15, 1993
(commencement of initial offering of Class B shares) through October 31, 1997,
without giving effect to the maximum applicable CDSC per share, was 55.95%. The
total return for Class B, after giving effect to the maximum applicable CDSC,
was 53.95% for this period. The total return for Class C of such Fund for the
period September 5, 1995 (commencement of initial offering of Class C shares)
through October 31, 1997 was 25.24%. The total return for Class R of such Fund
for the period September 5, 1995 (commencement of initial offering
Class R shares) through October 31, 1997 was 27.80%.
Comparative performance may be used from time to time in advertising a
Fund's shares, including data from Hang Seng Index, Hong Kong All Ordinaries
Index, China Affiliated Corporate Index, Taiwan Weighted Index, Shanghai and
Shenzhen B Share Indices, Morgan Stanley Capital International Pacific Index
(MSCI Pacific), 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, a 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 a 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 a Fund
may refer to or discuss then-current or past economic or financial conditions,
developments and/or events. A 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. From time to time,
advertising material for a Fund may include biographical information relating to
its portfolio manager and may refer to, or include commentary by, the portfolio
manager relating to investment strategy, asset growth, current or past business,
political, economic or financial conditions and other matters of general
interest to investors.
INFORMATION ABOUT THE FUNDS
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH EACH SECTION IN EACH 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.
Fund shares have no preemptive or subscription rights and are freely
transferable.
Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted under the provisions of the 1940 Act or applicable state law or
otherwise to the holders of the outstanding voting securities of an investment
company, such as the Company, will not be deemed to have been effectively acted
upon unless approved by the holders of a majority of the outstanding shares of
each series affected by such matter. Rule 18f-2 further provides that a series
shall be deemed to be affected by a matter unless it is clear that the interests
of each series in the matter are identical or that the matter does not affect
any interest of such series. However, the Rule exempts the selection of
independent accountants and the election of Board members from the separate
voting requirements of the Rule.
Each Fund will send annual and semi-annual financial statements to all
its shareholders.
TRANSFER AND DIVIDEND DISBURSING AGENT, CUSTODIAN, COUNSEL
AND INDEPENDENT AUDITORS
Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager, P.O.
Box 9671, Providence, Rhode Island 02940-9671, is the Company's transfer and
dividend disbursing agent. Under a transfer agency agreement with the Company,
the Transfer Agent arranges for the maintenance of shareholder account records
for each Fund, the handling of certain communications between shareholders and
the Fund and the payment of dividends and distributions payable by the Fund. For
these services, the Transfer Agent receives a monthly fee computed on the basis
of the number of shareholder accounts it maintains for each Fund during the
month, and is reimbursed for certain out-of-pocket expenses. For the fiscal year
ended October 31, 1997, Dreyfus Premier International Growth Fund paid the
Transfer Agent $84,211. Dreyfus Premier Greater China Fund has not completed its
first fiscal year. The Bank of New York, 90 Washington Street, New York, New
York 10286, is each Fund's custodian. The Bank of New York has no part in
determining the investment policies of the Funds or which securities are to be
purchased or sold by a Fund.
Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York
10038-4982, as counsel for the Company, has rendered its opinion as to certain
legal matters regarding the due authorization and valid issuance of the shares
being sold pursuant to each Fund's Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of the Company.
FINANCIAL STATEMENTS AND REPORTS OF INDEPENDENT AUDITORS
The Annual Report to shareholders for the fiscal year ended October
31, 1997 for Dreyfus Premier International Growth Fund is a separate document
supplied with this Statement of Additional Information, and the financial
statements, accompanying notes and report of independent auditors appearing
therein are incorporated by reference into this Statement of Additional
Information. Dreyfus Premier Greater China Fund has not completed its first
fiscal year.
<PAGE>
APPENDIX
Description of certain ratings assigned by Standard & Poor's Ratings
Group ("S&P"), Moody's Investors Service, Inc. ("Moody's"), Fitch IBCA, 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 exists 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.
<PAGE>
DREYFUS PREMIER INTERNATIONAL FUNDS, INC.
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS - LIST
- -------- ----------------------------------------
(a) Financial Statements:
Included in Part A of the Registration Statement
Not Applicable.
Included in Part B of the Registration Statement:
The Annual Report to Shareholders of Dreyfus Premier
International Growth Fund for the fiscal year ended
October 31, 1997 is a separate document supplied with
the Statement of Additional Information, and the
financial statements, accompanying notes and report
of independent auditors appearing therein are
incorporated by reference in the Statement of
Additional Information.
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.
(b) Exhibits:
(1)(a) Articles of Incorporation and Articles of Amendment are
incorporated by reference to Exhibit (1)(a) of Post-
Effective Amendment No. 6 on Form N-1A, filed on
December 28, 1994.
(1)(b) Articles of Supplementary are incorporated by reference
to Exhibit (1)(b) of Post-Effective Amendment No. 7 on
Form N-1A, filed on August 25, 1995.
(1)(c) Articles of Amendment.
(1)(d) Articles Supplementary.
(2) By-Laws, as amended, are incorporated by reference to
Exhibit (2) of Post-Effective Amendment No. 6 to the
Registration Statement on Form N-1A, filed on December
28, 1994.
(5) Management Agreement, as amended.
(5)(b) Sub-Investment Advisory Agreement.
(6)(a) Distribution Agreement, as revised.
(6)(b) Forms of Shareholder Services Agreement and
Distribution Plan Agreement are incorporated by
reference to Exhibit 6(b) of Post-Effective Amendment
No. 6 to the Registration Statement on Form N-1A, filed
on December 28, 1994.
(8) Amended and Restated Custody Agreement is incorporated
by reference to Exhibit 8(a) of Post-Effective
Amendment No. 6 to the Registration Statement on Form
N-1A, filed on December 28, 1994.
(9) Shareholder Services Plan, as revised.
(10) Opinion and Consent of Registrant's Counsel is
incorporated by reference to Exhibit (10) of Post-
Effective Amendment No. 6 to the Registration Statement
on Form N-1A, filed on December 28, 1994.
(11) Consent of Independent Auditors.
(14) The Model Retirement Plan and related documents is
incorporated by reference to Exhibit (14) of Post-
Effective Amendment No. 7 to the Registration Statement
on Form N-1A, filed on August 25, 1995.
(15) Distribution Plan, as revised.
(16) Schedules 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.
(17) Financial Data Schedule is incorporated by reference to
Exhibit (17) of Post-Effective Amendment No. 11 to the
Registration Statement on Form N-1A, filed on February
26, 1997.
(18) Rule 18f-3 Plan, as revised.
- --------
<PAGE>
OTHER EXHIBITS
(a) Power of Attorney of the Chairman of the
Board is incorporated by reference to Other
Exhibits (a) of Post-Effective Amendment No.
8 to the Registration Statement on Form
N-1A, filed on February 29, 1996. Powers of
Attorney of the Directors and Officers.
(b) Certificate of Secretary is incorporated by
reference to Other Exhibits (b) of Post-
Effective Amendment No. 11 to the
Registration Statement on Form N-1A filed on
February 26, 1997.
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 Holders,
TITLE OF CLASS As of April 27, 1998
-------------- -----------------------
Common Stock, par value
$.001 per share
Dreyfus Premier
International Growth
Fund
Class A 2,178
Class B 3,775
Class C 26
Class R 10
ITEM 27. INDEMNIFICATION
Reference is made to Article SEVENTH of the Registrant's Articles of
Incorporation filed as Exhibit 1 hereto and to Section 2-418 of the Maryland
General Corporation Law. The application of these provisions is limited by
Article VIII of the Registrant's By-Laws filed as Exhibit 2 hereto and by the
following undertaking set forth in the rules promulgated by the Securities and
Exchange Commission:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Board members, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in such Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a Board member, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such Board member, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in such Act and will be
governed by the final adjudication of such issue.
Reference also is made to the Distribution Agreement filed as Exhibit
6 hereto.
ITEM 28(A). BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
The Dreyfus Corporation ("Dreyfus") and its subsidiary companies
comprise a financial service organization whose business consists primarily of
providing investment management services as the investment adviser and manager
for investment companies registered under the Investment Company Act of 1940 and
as an investment adviser to institutional and individual accounts. Dreyfus also
serves as subinvestment adviser to and/or administrator of other investment
companies. Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus,
serves primarily as a registered broker-dealer of shares of investment companies
sponsored by Dreyfus and of other investment companies for which Dreyfus acts as
investment adviser, sub-investment adviser or administrator. Dreyfus Management,
Inc., another wholly-owned subsidiary, provides investment management services
to various pension plans, institutions and individuals.
OFFICERS AND DIRECTORS OF DREYFUS
NAME AND POSITION WITH DREYFUS OTHER BUSINESSES
MANDELL L. BERMAN Real estate consultant and
Director private investor
29100 Northwestern Highway
Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of
Trustees:
Skillman Foundation;
Member of the Board of Vintners
International
BURTON C. BORGELT Chairman Emeritus of the Board and
Director Past Chairman, Chief Executive
Officer and Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405;
Director:
DeVlieg-Bullard, Inc.
1 Gorham Island
Westport, Connecticut 06880
Mellon Bank Corporation***;
Mellon Bank, N.A.***;
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation***;
Mellon Bank, N.A.***;
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
W. KEITH SMITH Chairman and Chief Executive
Chairman of the Board Officer:
The Boston Company****;
Vice Chairman of the Board:
Mellon Bank Corporation***;
Mellon Bank, N.A.***;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
CHRISTOPHER M. CONDRON Vice Chairman:
President, Chief Executive Mellon Bank Corporation***;
Officer, Chief Operating Officer The Boston Company****;
and a Director Deputy Director:
Mellon Trust***;
Chief Executive Officer:
The Boston Company Asset
Management, Inc.****;
President:
Boston Safe Deposit and Trust
Company****
STEPHEN E. CANTER Director:
Vice Chairman, Chief Investment The Dreyfus Trust Company++;
Officer and Former Chairman and Chief Executive
a Director Officer:
Kleinwort Benson Investment
Management Americas Inc.*
LAWRENCE S. KASH
Vice Chairman - Distribution and
a Director Chairman, President and Chief
Executive Officer:
The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109;
Executive Vice President and
Director:
Dreyfus Service Organization,
Inc.**;
Director:
Dreyfus America Fund+++;
The Dreyfus Consumer Credit
Corporation*;
The Dreyfus Trust Company++;
Dreyfus Service Corporation*;
President:
The Boston Company****;
Laurel Capital Advisors***;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.***;
Boston Safe Deposit and Trust
Company****
RICHARD F. SYRON Chairman of the Board and
Director Chief Executive Officer:
American Stock Exchange
86 Trinity Place
New York, New York 10006;
Director:
John Hancock Mutual Life Insurance
Company
John Hancock Place, Box 111
Boston, Massachusetts 02117;
Thermo Electron Corporation
81 Wyman Street, Box 9046
Waltham, Massachusetts 02254-9046;
American Business Conference
1730 K Street, NW, Suite 120
Washington, D.C. 20006;
Trustee:
Boston College - Board of Trustees
140 Commonwealth Avenue
Chestnut Hill, Massachusetts
02167-3934
J. DAVID OFFICER Vice Chairman:
Vice Chairman The Dreyfus Corporation*;
Director:
Dreyfus Financial Services
Corporation*****;
Dreyfus Investment Services
Corporation*****;
Mellon Trust of Florida
2875 Northeast 191st Street
North Miami Beach, Florida 33180;
Mellon Preferred Capital
Corporation****;
Boston Group Holdings, Inc.****;
Mellon Trust of New York
1301 Avenue of the Americas -
41st Floor
New York, New York 10019;
Mellon Trust of California
400 South Hope Street
Los Angeles, California 90071-2806;
Executive Vice President:
Mellon Bank, N.A.***;
Vice Chairman and Director:
The Boston Company; Inc.****;
President and Director:
RECO, Inc.****;
The Boston Company Financial
Services, Inc.****;
Boston Safe Deposit and
Trust Company****;
RONALD P. O'HANLEY Vice Chairman:
Vice Chairman The Dreyfus Corporation*;
Director:
The Boston Company Asset
Management, LLC****;
TBCAM Holding, Inc.****;
Franklin Portfolio Holdings, Inc.
Two International Place - 22nd Fl.
Boston, Massachusetts 02110;
Mellon Capital Management
Corporation
595 Market Street, Suite #3000
San Francisco, California 94105;
Certus Asset Advisors Corporation
One Bush Street, Suite 450
San Francisco, California 94104;
Mellon-France Corporation***;
Chairman and Director:
Boston Safe Advisors, Inc.****;
Partner Representative:
Pareto Partners
271 Regent Street
London, England W1R 8PP;
Chairman and Trustee:
Mellon Bond Associates, LLP***;
Mellon Equity Associates, LLP***;
Trustee:
Laurel Capital Advisors, LLP***;
Chairman, President and Chief
Executive Officer:
Mellon Global Investing Corp.***;
Partner:
McKinsey & Company, Inc.
Boston, Massachusetts
WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Chief Dreyfus Partnership Management,
Financial Officer Inc.*;
Seven Six Seven Agency, Inc.*;
Chairman and Director:
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903;
President and Director:
Lion Management, Inc.*;
Executive Vice President and
Director:
Dreyfus Service Organization,
Inc.*;
Vice President, Chief Financial
Officer and Director:
Dreyfus America Fund+++;
Vice President and Director:
The Dreyfus Consumer Credit
Corporation*;
The Truepenny Corporation*;
Treasurer, Financial Officer and
Director:
The Dreyfus Trust Company++;
Treasurer and Director:
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.
MARK N. JACOBS Vice President, Secretary and
Vice President, Director:
General Counsel Lion Management, Inc.*;
and Secretary Secretary:
The Dreyfus Consumer Credit
Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization,
Inc.**;
Major Trading Corporation*;
The Truepenny Corporation*
PATRICE M. KOZLOWSKI None
Vice President-
Corporate Communications
MARY BETH LEIBIG None
Vice President-
Human Resources
JEFFREY N. NACHMAN President and Director:
Vice President-Mutual Fund Dreyfus Transfer, Inc.
Accounting One American Express Plaza
Providence, Rhode Island 02903
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation***
Services
WILLIAM V. HEALEY President:
Assistant Secretary The Truepenny Corporation*;
Vice President and Director:
The Dreyfus Consumer Credit
Corporation*;
Secretary and Director:
Dreyfus Partnership Management
Inc.*;
Director:
The Dreyfus Trust Company++;
Assistant Secretary:
Dreyfus Service Corporation*;
Dreyfus Investment Advisors, Inc.*;
Assistant Clerk;
Dreyfus Insurance Agency of
Massachusetts, Inc.+++++
- ------------------------
* The address of the business so indicated is 200 Park Avenue, New York,
New York 10166.
** The address of the business so indicated is 131 Second Street, Lewes,
Delaware 19958.
*** The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
**** The address of the business so indicated is One Boston Place, Boston,
Massachusetts 02108.
***** The address of the business so indicated is Union Trust Building,
501 Grant Street, Room 179, Pittsburgh, Pennsylvania 15259.
+ The address of the business so indicated is Atrium Building, 80 Route 4
East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144.
+++ The address of the business so indicated is 69, Route 'd' Esch, L-1470,
Luxembourg.
++++ The address of the business so indicated is 69, Route 'd' Esch, L-2953,
Luxembourg.
+++++ The address of the business so indicated is 53 State Street,
Boston, Massachusetts 02103.
ITEM 28(B). BUSINESS AND OTHER CONNECTIONS OF SUB-INVESTMENT ADVISER
Registrant is fulfilling the requirement of this Item 28(b) to provide
a list of the officers and directors of Hamon U.S. Investment Advisers Limited,
the sub-investment adviser of a series of the Registrant (the "Sub-Adviser"),
together with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by the Sub-Adviser or those of its
officers and directors during the past two years, by incorporating by reference
the information contained in the Form ADV filed with the SEC pursuant to the
Investment Advisers Act of 1940 by the Sub-Adviser (SEC File No. 801-55066).
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal
underwriter or exclusive distributor:
1. Comstock Partners Funds, Inc.
2. Dreyfus A Bonds Plus, Inc.
3. Dreyfus Appreciation Fund, Inc.
4. Dreyfus Asset Allocation Fund, Inc.
5. Dreyfus Balanced Fund, Inc.
6. Dreyfus BASIC GNMA Fund
7. Dreyfus BASIC Money Market Fund, Inc.
8. Dreyfus BASIC Municipal Fund, Inc.
9. Dreyfus BASIC U.S. Government Money Market Fund
10. Dreyfus California Intermediate Municipal Bond Fund
11. Dreyfus California Tax Exempt Bond Fund, Inc.
12. Dreyfus California Tax Exempt Money Market Fund
13. Dreyfus Cash Management
14. Dreyfus Cash Management Plus, Inc.
15. Dreyfus Connecticut Intermediate Municipal Bond Fund
16. Dreyfus Connecticut Municipal Money Market Fund, Inc.
17. Dreyfus Florida Intermediate Municipal Bond Fund
18. Dreyfus Florida Municipal Money Market Fund
19. The Dreyfus Fund Incorporated
20. Dreyfus Global Bond Fund, Inc.
21. Dreyfus Global Growth Fund
22. Dreyfus GNMA Fund, Inc.
23. Dreyfus Government Cash Management Funds
24. Dreyfus Growth and Income Fund, Inc.
25. Dreyfus Growth and Value Funds, Inc.
26. Dreyfus Growth Opportunity Fund, Inc.
27. Dreyfus Income Funds
28. Dreyfus Index Funds, Inc.
29. Dreyfus Institutional Money Market Fund
30. Dreyfus Institutional Preferred 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 Funds, Inc.
35. Dreyfus Investment Grade Bond Funds, Inc.
36. The Dreyfus/Laurel Funds, Inc.
37. The Dreyfus/Laurel Funds Trust
38. The Dreyfus/Laurel Tax-Free Municipal Funds
39. Dreyfus Lifetime Portfolios, Inc.
40. Dreyfus Liquid Assets, Inc.
41. Dreyfus Massachusetts Intermediate Municipal Bond Fund
42. Dreyfus Massachusetts Municipal Money Market Fund
43. Dreyfus Massachusetts Tax Exempt Bond Fund
44. Dreyfus MidCap Index Fund
45. Dreyfus Money Market Instruments, Inc.
46. Dreyfus Municipal Bond Fund, Inc.
47. Dreyfus Municipal Cash Management Plus
48. Dreyfus Municipal Money Market Fund, Inc.
49. Dreyfus New Jersey Intermediate Municipal Bond Fund
50. Dreyfus New Jersey Municipal Bond Fund, Inc.
51. Dreyfus New Jersey Municipal Money Market Fund, Inc.
52. Dreyfus New Leaders Fund, Inc.
53. Dreyfus New York Insured Tax Exempt Bond Fund
54. Dreyfus New York Municipal Cash Management
55. Dreyfus New York Tax Exempt Bond Fund, Inc.
56. Dreyfus New York Tax Exempt Intermediate Bond Fund
57. Dreyfus New York Tax Exempt Money Market Fund
58. Dreyfus 100% U.S. Treasury Intermediate Term Fund
59. Dreyfus 100% U.S. Treasury Long Term Fund
60. Dreyfus 100% U.S. Treasury Money Market Fund
61. Dreyfus 100% U.S. Treasury Short Term Fund
62. Dreyfus Pennsylvania Intermediate Municipal Bond Fund
63. Dreyfus Pennsylvania Municipal Money Market Fund
64. Dreyfus Premier California Municipal Bond Fund
65. Dreyfus Premier Equity Funds, Inc.
66. Dreyfus Premier International Funds, Inc.
67. Dreyfus Premier GNMA Fund
68. Dreyfus Premier Worldwide Growth Fund, Inc.
69. Dreyfus Premier Insured Municipal Bond Fund
70. Dreyfus Premier Municipal Bond Fund
71. Dreyfus Premier New York Municipal Bond Fund
72. Dreyfus Premier State Municipal Bond Fund
73. Dreyfus Premier Value Fund
74. Dreyfus Short-Intermediate Government Fund
75. Dreyfus Short-Intermediate Municipal Bond Fund
76. The Dreyfus Socially Responsible Growth Fund, Inc.
77. Dreyfus Stock Index Fund, Inc.
78. Dreyfus Tax Exempt Cash Management
79. The Dreyfus Third Century Fund, Inc.
80. Dreyfus Treasury Cash Management
81. Dreyfus Treasury Prime Cash Management
82. Dreyfus Variable Investment Fund
83. Dreyfus Worldwide Dollar Money Market Fund, Inc.
84. General California Municipal Bond Fund, Inc.
85. General California Municipal Money Market Fund
86. General Government Securities Money Market Fund, Inc.
87. General Money Market Fund, Inc.
88. General Municipal Bond Fund, Inc.
89. General Municipal Money Market Fund, Inc.
90. General New York Municipal Bond Fund, Inc.
91. General New York Municipal Money Market Fund
(b)
Positions and offices Positions and
Name and principal with Premier Mutual offices with
BUSINESS ADDRESS FUND SERVICES, INC. REGISTRANT
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Treasurer
Compliance Officer
Joseph F. Tower, III+ Senior Vice President, Vice President
Treasurer and Chief and Assistant
Financial Officer Treasurer
Richard W. Ingram Senior Vice President Vice President
and Assistant
Treasurer
Roy M. Moura + First Vice President None
Dale F. Lampe+ Vice President None
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Paul Prescott+ Vice President None
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
- ---------------------------------
+ Principal business address is 60 State Street, Boston,
Massachusetts 02109.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
1. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
90 Washington Street
New York, New York 10286
3. Dreyfus Transfer Inc.
P.O. Box 9671
Providence, Rhode Island 02903-9671
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
ITEM 31. MANAGEMENT SERVICES
Not Applicable
ITEM 32. UNDERTAKINGS
Registrant hereby undertakes
(1) to file a post-effective amendment, using financial
statements which need not be certified, within four
to six months from the effective date of Registrant's
1933 Act Registration Statement relating to Dreyfus
Premier Greater China Fund and Dreyfus Premier
Global Allocation Fund.
(2) to call a meeting of shareholders for the purpose of
voting upon the question of removal of a Board member
or Board members when requested in writing to do so
by the holders of at least 10% of the Registrant's
outstanding shares and in connection with such
meeting to comply with the provisions of Section
16(c) of the Investment Company Act of 1940 relating
to shareholder communications.
(3) To furnish each person to whom a prospectus is
delivered with a copy of the Fund's latest Annual
Report to Shareholders, upon request and without
charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Amendment to
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 4th
day of May, 1998.
DREYFUS PREMIER INTERNATIONAL FUNDS, INC.
(Registrant)
By: /S/MARIE E. CONNOLLY*
Marie E. Connolly, President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
/S/ MARIE E. CONNOLLY* President and Treasurer May 4, 1998
- --------------------- (Principal Executive and
Marie E. Connolly Financial Officer)
/S/ JOHN F. TOWER, III* Assistant Treasurer May 4, 1998
- ---------------------- (Principal Accounting
John F. Tower Officer)
/S/ JOSEPH S. DIMARTINO* Board Member May 4, 1998
- -----------------------
Joseph S. DiMartino
/S/ GORDON J. DAVIS* Board Member May 4, 1998
- -------------------
Gordon J. Davis
/S/ DAVID P. FELDMAN* Board Member May 4, 1998
- --------------------
David P. Feldman
/S/ LYNN MARTIN* Board Member May 4, 1998
- ---------------
Lynn Martin
/S/ DANIEL ROSE* Board Member May 4, 1998
- ---------------
Daniel Rose
/S/ PHILIP L. TOIA* Board Member May 4, 1998
- ------------------
Philip L. Toia
/S/ SANDER VANOCUR* Board Member May 4, 1998
- ------------------
Sander Vanocur
/S/ ANNE WEXLER* Board Member May 4, 1998
- ---------------
Anne Wexler
/S/ REX WILDER* Board Member May 4, 1998
- --------------
Rex Wilder
*By:/S/MICHAEL S. PETROCELLI
Michael S. Petrocelli, Attorney-in-fact
DREYFUS PREMIER INTERNATIONAL FUNDS, INC.
Post-Effective Amendment No. 17 to
Registration Statement on form N-1A under
the Securities Act of 1933 and
the Investment Company Act of 1940
__________________
EXHIBITS
__________________
<PAGE>
INDEX TO EXHIBITS
Page
(1)(c) Articles of Amendment...................................
(1)(d) Articles of Supplementary...............................
(5) Management Agreement, as amended........................
(5)(b) Sub-Investment Advisory Agreement.......................
(6)(a) Distribution Agreement, as revised......................
(9) Shareholder Services Plan, as revised...................
(11) Consent of Independent Auditors.........................
(15) Distribution Plan, as revised...........................
(18) Rule 18f-3 Plan, as revised.............................
EXHIBIT 1(c)
ARTICLES OF AMENDMENT
Dreyfus Premier International Growth Fund, Inc., a Maryland
corporation having its principal office in the State of Maryland at 300 East
Lombard Street, Baltimore, Maryland (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The charter of the Corporation is hereby amended by striking
Article SECOND of the Articles of Incorporation and inserting in lieu thereof
the following:
"SECOND: The name of the corporation (hereinafter called the
'corporation') is Dreyfus Premier International Funds, Inc."
SECOND: The charter of the Corporation is hereby further amended by
renaming the issued and unissued shares of the Class A Common Stock, Class B
Common Stock, Class C Common Stock and Class R Common Stock of the Corporation
as Class A Common Stock of Dreyfus Premier International Growth Fund, Class B
Common Stock of Dreyfus Premier International Growth Fund, Class C Common Stock
of Dreyfus Premier International Growth Fund and Class R Common Stock of Dreyfus
Premier International Growth Fund, respectively.
THIRD: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940, as amended.
FOURTH: These Articles of Amendment were approved by at least a
majority of the entire Board of Directors of the Corporation and are limited to
changes expressly permitted by Section 2-605 of subtitle 6 of Title 2 of the
Maryland General Corporation Law to be made without the affirmative vote of the
stockholders of the Corporation.
The Vice President acknowledges these Articles of Amendment to be the
corporate act of the Corporation and states that to the best of her knowledge,
information and belief the matters and facts set forth in these Articles with
respect to the authorization and approval of the amendment of the Corporation's
charter are true in all material respects, and that this statement is made under
the penalties of perjury.
IN WITNESS WHEREOF, Dreyfus Premier International Growth Fund, Inc.
has caused this instrument to be signed in its name and on its behalf by its
Vice President, and witnessed by its Assistant Secretary on the 14th day of
January, 1998.
DREYFUS PREMIER INTERNATIONAL
GROWTH FUND, INC.
By: /s/ MICHAEL S. PETRUCELLI
Michael S. Petrucelli
Vice President
WITNESS:
/s/ DOUGLAS C. CONROY
Douglas C. Conroy,
Assistant Secretary
<PAGE>
EXHIBIT 1(d)
ARTICLES SUPPLEMENTARY
DREYFUS PREMIER INTERNATIONAL FUNDS, INC., a Maryland corporation
having its principal office in the State of Maryland at 300 East Lombard Street,
Baltimore, Maryland (hereinafter called the "Corporation"), hereby certifies to
the State Department of Assessments and Taxation of Maryland that:
FIRST: The aggregate number of shares of Common Stock that the
Corporation has authority to issue is increased by eight hundred million
(800,000,000) shares of Common Stock, $.001 par value per share, with an
aggregate par value of eight hundred thousand dollars ($800,000), all of which
shall be classified as shares of Dreyfus Premier Greater China Fund (the "Fund"
and together with the other investment portfolios of the Corporation, the
"Funds"), of which two hundred million (200,000,000) of such shares shall be
Class A Common Stock, two hundred million (200,000,000) of such shares shall be
Class B Common Stock, two hundred million (200,000,000) of such shares shall be
Class C Common Stock and two hundred million (200,000,000) of such shares shall
be Class R Common Stock of the Fund.
SECOND: The shares of Class A Common Stock, Class B Common Stock,
Class C Common Stock and Class R Common Stock of the Fund have the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as set forth in
Article FIFTH of the Corporation's Charter and shall be subject to all
provisions of the Corporation's Charter relating to stock of the Corporation
generally, and to the following:
(1) As more fully set forth hereinafter, the assets and liabilities
and the income and expenses of the Class A, Class B, Class C and Class R Common
Stock of the Fund shall be determined separately from each other and from the
other investment portfolios of the Corporation and, accordingly, the Fund's net
asset value, dividends and distributions payable to holders, and amounts
distributable in the event of liquidation of the Fund or the Corporation to
holders of shares of the Fund's stock may vary from class to class and from
classes of other investment portfolios of the Corporation. Except for these
differences, and certain other differences hereinafter set forth, each class of
the Fund's stock shall have the same preferences, conversation and other rights,
voting powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption.
(2) Assets of the Fund attributable to the Class A, Class B, Class C
and Class R Common Stock of the Fund shall be invested in the same investment
portfolio of the Fund.
(3) The proceeds of the redemption of the shares of any class of stock
of the Fund may be reduced by the amount of any contingent deferred sales
charge, liquidation charge, or any other charge (which charges may vary within
and among the classes) payable on such redemption or otherwise, pursuant to the
terms of issuance of such shares, all in accordance with the Investment Company
of 1940, as amended, and applicable rules and regulations of the National
Association of Securities Dealers, Inc. ("NASD").
(4) At such times (which may vary between and among the holders of
particular classes) as may be determined by the Board of Directors or, with the
authorization of the Board of Directors, by the officers of the Corporation, in
accordance with the Investment Company Act of 1940, as amended, applicable rules
and regulations thereunder and applicable rules and regulations of the NASD and
reflected in the pertinent registration statement of the Corporation, shares of
any particular class of stock of the Fund may be automatically converted into
shares of another class of stock of the Fund based on the relative net asset
values of such classes at the time of the conversion, subject, however, to any
conditions of conversion that may be imposed by the Board of Directors (or with
the authorization of the Board of Directors, by the officers of the Corporation)
and reflected in the pertinent registration statement of the Corporation as
aforesaid.
(5) The dividends and distributions of investment income and capital
gains with respect to each class of stock of the Fund shall be in such amounts
as may be declared from time to time by the Board of Directors, and such
dividends and distributions may vary between each class of stock of the Fund to
reflect differing allocations of the expenses of the Fund among the classes and
any resultant differences between the net asset values per share of the classes,
to such extent and for such purposes as the Board of Directors may deem
appropriate. The allocation of investment income, capital gains and losses, and
expenses and liabilities of the Corporation among the classes shall be
determined by the Board of Directors in a manner that is consistent with
applicable law.
(6) Except as may otherwise be required by law, the holders of each
class of stock of the Fund shall have (i) exclusive voting rights with respect
to any matter submitted to a vote of stockholders that affects only holders of
that particular class and (ii) no voting rights with respect to any matter
submitted to a vote of stockholders that does not affect holders of that
particular class.
THIRD: Immediately before the increase in the aggregate number of
shares as set forth in Article FIRST hereof, the Corporation was authorized to
issue one billion two hundred million (1,200,000,000) shares of stock designated
as shares of Dreyfus Premier International Growth Fund, all of which were shares
of Common Stock, having a par value of one tenth of one cent ($.001) each, and
an aggregate par value of one million two hundred thousand dollars ($1,200,000),
consisting of three hundred million (300,000,000) shares of Class A Common
Stock, three hundred million (300,000,000) shares of Class B Common Stock, three
hundred million (300,000,000) shares of Class C Common Stock and three hundred
million (300,000,000) shares of Class R Common Stock of Dreyfus Premier
International Growth Fund.
FOURTH: As hereby increased and classified, the total number of shares
of stock which the Corporation has authority to issue is two billion
(2,000,000,000) shares, all of which are shares of Common Stock, with a par
value of one tenth of one cent ($.001) per share, having an aggregate par value
of two million dollars ($2,000,000), of which one billion two hundred million
shares are classified as shares of Dreyfus Premier International Growth Fund and
eight hundred million (800,000,000) shares are classified as shares of Dreyfus
Premier Greater China Fund. Each of the two Funds have further classified their
shares into Class A shares, Class B shares, Class C shares and Class R shares
with each such class consisting of three hundred million (300,000,000) shares
with respect to Dreyfus Premier International Growth Fund and two hundred
million (200,000,000) shares with respect to Dreyfus Premier Greater China Fund.
FIFTH: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940, as amended.
SIXTH: The Board of Directors of the Corporation increased the total
number of shares of capital stock that the Corporation has authority to issue
pursuant to Section 2-105(c) of the Maryland General Corporation Law and
classified the increased shares pursuant to authority provided in the
Corporation's Charter.
The Undersigned Vice President acknowledges these Articles
Supplementary to be the corporate act of the Corporation and states that to the
best of her knowledge, information and belief, the matters and facts with
respect to authorization and approval set forth in these Articles are true in
all material respects and that this statement is made under penalties of
perjury.
IN WITNESS WHEREOF, Dreyfus Premier International Funds, Inc. has
caused these Articles Supplementary to be signed in its name and on its behalf
by its Vice President and witnessed by its Assistant Secretary on
February 25, 1998.
DREYFUS PREMIER INTERNATIONAL
FUNDS, INC.
By: /s/ MICHAEL S. PETRUCELLI
Michael S. Petrucelli
Vice President
Witness:
/s/ DOUGLAS C. CONROY
Douglas C. Conroy,
Assistant Secretary
EXHIBIT 5
MANAGEMENT AGREEMENT
DREYFUS PREMIER INTERNATIONAL FUNDS, INC.
200 Park Avenue
New York, New York 10166
August 24, 1994
As Amended, January 12, 1998
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
The above-named investment company (the "Fund") consisting of the series
named on Schedule 1 hereto, as such Schedule may be revised from time to time
(each, a "Series"), 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 the
Fund's investment adviser.
In this connection it is understood that from time to time you will employ
or associate with yourself such person or persons as you may believe to be
particularly fitted to assist you in the performance of this Agreement. Such
person or persons may be officers or employees who are employed by both you and
the Fund. The compensation of such person or persons shall be paid by you and no
obligation may be incurred on the Fund's behalf in any such respect. We have
discussed and concur in your employing on this basis the indicated sub-advisers
(the "Sub-Investment Advisers") named on Schedule 1 hereto to act as the Fund's
sub- investment adviser with respect to the Series indicated on Schedule 1
hereto (the "Sub-Advised Series") to provide day-to- day management of the
Sub-Advised Series' investments.
Subject to the supervision and approval of the Fund's Board, you will
provide investment management of each Series' portfolio in accordance with such
Series' investment objectives and policies as stated in its Prospectus and
Statement of Additional Information as from time to time in effect. In
connection therewith, you will obtain and provide investment research and will
supervise each Series' investments and conduct, or with respect to the
Sub-Advised Series, supervise, a continuous program of investment, evaluation
and, if appropriate, sale and reinvestment of such Series' assets. You will
furnish to the Fund such statistical information, with respect to the
investments which a Series may hold or contemplate purchasing, as the Fund may
reasonably request. The Fund wishes to be informed of important developments
materially affecting any Series' 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
each Series' stockholders, tax returns, reports to and filings with the
Securities and Exchange Commission and state Blue Sky authorities; calculate the
net asset value of each Series' shares; and generally assist in all aspects of
the Fund's operations. You shall have the right, at your expense, to engage
other entities to assist you in performing some or all of the obligations set
forth in this paragraph, provided each such entity enters into an agreement with
you in form and substance reasonably satisfactory to the Fund. You agree to be
liable for the acts or omissions of each such entity to the same extent as if
you had acted or failed to act under the circumstances.
You shall exercise your best judgment in rendering the services to be
provided to the Fund hereunder and the Fund agrees as an inducement to your
undertaking the same that neither you nor a Sub-Investment Adviser shall be
liable hereunder for any error of judgment or mistake of law or for any loss
suffered by one or more Series, provided that nothing herein shall be deemed to
protect or purport to protect you or the Sub-Investment Adviser against any
liability to the Fund or a Series or to its security holders to which you would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder, or to which the
Sub-Investment Adviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties
under its Sub-Investment Advisory Agreement with you or by reason of its
reckless disregard of its obligations and duties under said Agreement.
In consideration of services rendered pursuant to this Agreement, the Fund
will pay you on the first business day of each month a fee at the rate set forth
opposite each Series' name on Schedule 1 hereto. Net asset value shall be
computed on such days and at such time or times as described in the Fund's then-
current Prospectus and Statement of Additional Information. The fee for the
period from the date of the commencement of the public sale of a Series' shares
to the end of the month during which such sale shall have been commenced shall
be pro-rated according to the proportion which such period bears to the full
monthly period, and upon any termination of this Agreement before the end of any
month, the fee for such part of a month shall be pro-rated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to you, the value of each
Series' net assets shall be computed in the manner specified in the Fund's
charter documents for the computation of the value of each Series' net assets.
You will bear all expenses in connection with the performance of your
services under this Agreement and will pay all fees of each Sub-Investment
Adviser in connection with its duties in respect of the Fund. All other expenses
to be incurred in the operation of the Fund (other than those borne by any Sub-
Investment Adviser) will be borne by the Fund, except to the extent specifically
assumed by you. The expenses to be borne by the Fund include, without
limitation, the following: organizational costs, taxes, interest, loan
commitment fees, interest and distributions paid on securities sold short,
brokerage fees and commissions, if any, fees of Board members who are not your
officers, directors or employees or holders of 5% or more of your outstanding
voting securities or those of any Sub- Investment Adviser or any affiliate of
you or any Sub-Investment Adviser, Securities and Exchange 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.
As to each Series, if in any fiscal year the aggregate expenses of such
Series (including fees pursuant to this Agree ment, 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 such Series, the Fund may deduct from the
fees to be paid hereunder, or you will bear, such excess expense to the extent
required by state law. Your obligation pursuant hereto will be limited to the
amount of your fees hereunder. Such deduction or payment, if any, will be
estimated daily, and reconciled and effected or paid, as the case may be, on a
monthly basis.
The Fund understands that you and each Sub-Investment Adviser now act, and
that from time to time hereafter you or a Sub-Investment Adviser may act, as
investment adviser to one or more other investment companies and fiduciary or
other managed accounts, and the Fund has no objection to your and the Sub-
Investment Adviser's so acting, provided that when the purchase or sale of
securities of the same issuer is suitable for the investment objectives of two
or more 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 one or
more Series or the size of the position obtainable for or disposed of by one or
more Series.
In addition, it is understood that the persons employed by you to assist in
the performance of your duties hereunder will not devote their full time to such
service and nothing contained herein shall be deemed to limit or restrict your
right or the right of any of your affiliates to engage in and devote time and
attention to other businesses or to render services of whatever kind or nature.
Neither you nor a Sub-Investment Adviser shall be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, except, in the case of you,
for a loss resulting from willful misfeasance, bad faith or gross negligence on
your part in the performance of your duties or from reckless disregard by you of
your obligations and duties under this Agreement and, in the case of a
Sub-Investment Adviser, for a loss resulting from willful misfeasance, bad faith
or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under its Sub-Investment
Advisory Agreement with you. 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.
As to each Series, this Agreement shall continue until the date set forth
opposite such Series' name on Schedule 1 hereto (the "Reapproval Date") and
thereafter shall continue automatically for successive annual periods ending on
the day of each year set forth opposite the Series' name on Schedule 1 hereto
(the "Reapproval Day"), 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 such Series' 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. As to each Series,
this Agreement is terminable without penalty, on 60 days' notice, by the Fund's
Board or by vote of holders of a majority of such Series' shares or, upon not
less than 90 days' notice, by you. This Agreement also will terminate
automatically, as to the relevant Series, 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.
The Fund is agreeing to the provisions of this Agreement that limit a
Sub-Investment Adviser's liability and other provisions relating to a
Sub-Investment Adviser so as to induce the Sub-Investment Adviser to enter into
its Sub- Investment Advisory Agreement with you and to perform its obligations.
Each Sub-Investment Adviser is expressly made a third party beneficiary of this
Agreement with rights as respects the Sub-Advised Series to the same extent as
if it had been a party hereto.
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 PREMIER INTERNATIONAL
FUNDS, INC.
By:______________________________
Accepted:
THE DREYFUS CORPORATION
By:_______________________________
<PAGE>
SCHEDULE 1
Annual Fee as
a Percentage
of Average
NAME OF SERIES DAILY NET ASSETS REAPPROVAL DATE REAPPROVAL DAY
Dreyfus Premier 1.25% September 11, 1999 September 11th
Greater China
Fund
Dreyfus Premier 0.75% September 11, 1998 September 11th
International
Growth Fund
<PAGE>
EXHIBIT 5(b)
SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
200 Park Avenue
New York, New York 10166
January 12, 1998
Hamon U.S. Investment Advisors Limited
2903-5 Alexandra House
16-20 Chater Road
Central Hong Kong
Dear Sirs:
As you are aware, Dreyfus Premier International Funds, Inc. (the "Fund")
desires to employ the capital of its Dreyfus Premier Greater China Fund (the
"Series") by investing and reinvesting the same in investments of the type and
in accordance with the limitations specified in the Fund's charter documents and
in the Series' 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 intends to employ The Dreyfus Corporation (the "Adviser")
to act as its investment adviser pursuant to a written agreement (the
"Management Agreement"), a copy of which has been furnished to you. The Adviser
desires to employ you to act as the Series' sub- investment adviser.
In connection with your serving as sub-investment adviser to the Series, it
is understood that from time to time you will employ or associate with yourself
such person or persons as you may believe to be particularly fitted to assist
you in the performance of this Agreement. Such person or persons may be officers
or employees who are employed by both you and the Fund. The compensation of such
person or persons shall be paid by you and no obligation may be incurred on the
Fund's behalf in any such respect.
Subject to the supervision and approval of the Adviser, you will provide
investment management of the Series' portfolio in accordance with the Series'
investment objectives and policies as stated in its Prospectus and Statement of
Additional Information as from time to time in effect. In connection therewith,
you will supervise the Series' investments and conduct a continuous program of
investment, evaluation and, if appropriate, sale and reinvestment of the Series'
assets. You will furnish to the Adviser or the Fund such statistical
information, with respect to the investments which the Series may hold or
contemplate purchasing, as the Adviser or the Fund may reasonably request. The
Fund and the Adviser wish to be informed of important developments materially
affecting the Series' portfolio and shall expect you, on your own initiative, to
furnish to the Fund or the Adviser from time to time such information as you may
believe appropriate for this purpose.
You shall exercise your best judgment in rendering the services to be
provided hereunder, and the Adviser agrees as an inducement to your undertaking
the same that you shall not be liable hereunder for any error of judgment or
mistake of law or for any loss suffered by the Series or the Adviser, provided
that nothing herein shall be deemed to protect or purport to protect you against
any liability to the Adviser, the Fund or the Series' security holders to which
you would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of your duties hereunder, or by reason of
your reckless disregard of your obligations and duties hereunder.
In consideration of services rendered pursuant to this Agreement, the
Adviser will pay you, on the first business day of each month, out of the
management fee it receives and only to the extent thereof, a fee calculated
daily and paid monthly at the annual rate of .625 of 1% of the Series' average
daily net assets for the preceding month. If the Adviser waives receipt of any
portion of its management fee, your fee under this Agreement shall be reduced by
your pro rata portion of the amount which the Adviser shall have waived based on
the proportion that the fee payable to you pursuant to this Agreement bears to
the fee payable to the Adviser pursuant to the Management Agreement. The Adviser
agrees to notify you in advance of any such waiver.
Net asset value shall be computed on such days and at such time or times as
described in the Series' then-current Prospectus and Statement of Additional
Information. The fee for the period from the date following the commencement of
sales of the Series' shares (after any sales are made to the Fund's sponsor) to
the end of the month during which such sales shall have been commenced shall be
pro-rated according to the proportion which such period bears to the full
monthly period, and upon any termination of this Agreement before the end of any
month, the fee for such part of a month shall be pro-rated according to the
proportion which such period bears to the full monthly period and shall be
payable within 10 business days of date of termination of this Agreement.
For the purpose of determining fees payable to you, the value of the
Series' net assets shall be computed in the manner specified in the Fund's
charter documents for the computation of the value of the the Series' 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 Series (other than those borne by the Adviser) will be borne by
the Fund, except to the extent specifically assumed by you. The expenses to be
borne by the Fund include, without limitation, the following: 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 officers, directors, employees or holders of 5% or more of
the outstanding voting securities of you or the Adviser or any affiliate of you
or the Adviser, Securities and Exchange Commission fees and state Blue Sky
qualification fees, advisory fees, charges of custodians, transfer and 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.
The Adviser understands that you now act, and that from time to time
hereafter you may act, as investment adviser to one or more investment companies
and fiduciary or other managed accounts, and the Adviser has no objection to
your so acting, provided that when purchase or sale of securities of the same
issuer is suitable for the investment objectives of two or more companies or
accounts managed by you which have available funds for investment, the available
securities will be allocated in a manner believed by you to be equitable to each
company or account. It is recognized that in some cases this procedure may
adversely affect the price paid or received by the Series or the size of the
position obtainable for or disposed of by the Series.
In addition, it is understood that the persons employed by you to assist in
the performance of your duties hereunder will not devote their full time to such
services and nothing contained herein shall be deemed to limit or restrict your
right or the right of any of your affiliates to engage in and devote time and
attention to other businesses or to render services of whatever kind or nature.
You shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Series or the Adviser in connection with the matters to
which this Agreement relates, except for a loss resulting from willful
misfeasance, bad faith or gross negligence on your part in the performance of
your duties or from reckless disregard by you of your obligations and duties
under this Agreement. Any person, even though also your officer, director,
partner, employee or agent, who may be or become an officer, 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 September 11, 1999, and thereafter
shall continue automatically for successive annual periods ending on September
11th 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, as amended) of the Series' 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 (i) by the Adviser upon 60 days' notice to you, (ii)
by the Fund's Board or by vote of the holders of a majority of the Series'
shares upon 60 days' notice to you, or (iii) by you upon not less than 90 days'
notice to the Fund and the Adviser. This Agreement also will terminate
automatically in the event of its assignment (as defined in said Act). In
addition, notwithstanding anything herein to the contrary, if the Management
Agreement terminates for any reason, this Agreement shall terminate effective
upon the date the Management Agreement terminates.
If the foregoing is in accordance with your understanding, will you kindly
so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
THE DREYFUS CORPORATION
By:_________________________
Accepted:
HAMON U.S. INVESTMENT ADVISORS LIMITED
By:__________________________
EXHIBIT 6(a)
DISTRIBUTION AGREEMENT
DREYFUS PREMIER INTERNATIONAL FUNDS, INC.
200 Park Avenue
New York, New York 10166
August 24, 1994
As Revised, January 12, 1998
Premier Mutual Fund Services, Inc.
60 State Street
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 prospectus then in effect under
the Securities Act of 1933, as amended, and will transmit promptly any orders
received by you for purchase or redemption of Shares to the Transfer and
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 Investment Company Act of 1940,
as amended, by the Securities and Exchange Commission or any securities
association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic
or political conditions, or by abnormal circumstances of any kind, the Fund's
officers may decline to accept any orders for, or make any sales of, any Shares
until such time as they deem it advisable to accept such orders and to make such
sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the
registration of Shares under the Securities Act of 1933, as amended, and all
expenses in connection with maintaining facilities for the issue and transfer of
Shares and for supplying information, prices and other data to be furnished by
the Fund hereunder, and all expenses in connection with the preparation and
printing of the Fund's prospectuses and statements of additional information for
regulatory purposes and for distribution to shareholders; provided, however,
that nothing contained herein shall be deemed to require the Fund to pay any of
the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and
all information and otherwise to take all actions which may be reasonably
necessary in the discretion of the Fund's officers in connection with the
qualification of Shares for sale in such states as you may designate to the Fund
and the Fund may approve, and the Fund agrees to pay all expenses which may be
incurred in connection with such qualification. You shall pay all expenses
connected with your own qualification as a dealer under state or Federal laws
and, except as otherwise specifically provided in this agreement, all other
expenses incurred by you in connection with the sale of Shares as contemplated
in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection
with the sale of Shares, such information with respect to the Fund or any
relevant Series and the Shares as you may reasonably request, all of which shall
be signed by one or more of the Fund's duly authorized officers; and the Fund
warrants that the statements contained in any such information, when so signed
by the Fund's officers, shall be true and correct. The Fund also shall furnish
you upon request with: (a) semi-annual reports and annual audited reports of the
Fund's books and accounts made by independent public accountants regularly
retained by the Fund, (b) quarterly earnings statements prepared by the Fund,
(c) a monthly itemized list of the securities in the Fund's or, if applicable,
each Series' portfolio, (d) monthly balance sheets as soon as practicable after
the end of each month, and (e) from time to time such additional information
regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and
prospectuses filed by the Fund with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and under the Investment Company Act of
1940, as amended, with respect to the Shares have been carefully prepared in
conformity with the requirements of said Acts and rules and regulations of the
Securities and Exchange Commission 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 registration statement and
prospectus will be true and correct when such registration statement becomes
effective; and that neither any registration statement nor any prospectus when
such registration statement becomes effective will include an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading. The Fund may
but shall not be obligated to propose from time to time such amendment or
amendments to any registration statement and such supplement or supplements to
any prospectus as, in the light of future developments, may, in the opinion of
the Fund's counsel, be necessary or advisable. If the Fund shall not propose
such amendment or amendments and/or supplement or supplements within fifteen
days after receipt by the Fund of a written request from you to do so, you may,
at your option, terminate this agreement or decline to make offers of the Fund's
securities until such amendments are made. The Fund shall not file any amendment
to any registration statement or supplement to any prospectus without giving you
reasonable notice thereof in advance; provided, however, that nothing contained
in this agreement shall in any way limit the Fund's right to file at any time
such amendments to any registration statement and/or supplements to any
prospectus, of whatever character, as the Fund may deem advisable, such right
being in all respects absolute and unconditional.
1.9 The Fund authorizes you to use any prospectus in the form furnished to
you from time to time, in connection with the sale of Shares. The Fund agrees to
indemnify, defend and hold you, your several officers and directors, and any
person who controls you within the meaning of Section 15 of the 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 statement or any prospectus or arising out of or based upon any
omission, or alleged omission, to state a material fact required to be stated in
either any registration statement or any prospectus or necessary to make the
statements in either thereof not misleading; provided, however, that the Fund's
agreement to indemnify you, your officers or directors, and any such 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 agreement contained in this paragraph
1.9. The Fund will be entitled to assume the defense of any suit brought to
enforce any such claim, demand or liability, but, in such case, such defense
shall be conducted by counsel of good standing chosen by the Fund and approved
by you. In the event the Fund elects to assume the defense of any such suit and
retain counsel of good standing approved by you, the defendant or defendants in
such suit shall bear the fees and expenses of any additional counsel retained by
any of them; but in case the Fund does not elect to assume the defense of any
such suit, or in case you do not approve of counsel chosen by the Fund, the Fund
will reimburse you, your officers and directors, or the controlling person or
persons named as defendant or defendants in such suit, for the fees and expenses
of any counsel retained by you or them. The Fund's indemnification agreement
contained in this paragraph 1.9 and the Fund's representations and warranties in
this agreement shall remain operative and in full force and effect regardless of
any investigation made by or on behalf of you, your officers and directors, or
any controlling person, and shall survive the delivery of any Shares. This
agreement of indemnity will inure exclusively to your benefit, to the benefit of
your several officers and directors, and their respective estates, and to the
benefit of any controlling persons and their successors. The Fund agrees
promptly to notify you of the commencement of any litigation or proceedings
against the Fund or any of its officers or 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 connection 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, statement of
a material fact contained in information furnished in writing by you to the Fund
specifically for use in the Fund's registration statement and used in the
answers to any of the items of the registration statement or in the
corresponding statements made in the prospectus, or shall arise out of or be
based upon any omission, or alleged omission, to state a material fact in
connection with such information furnished in writing by you to the Fund and
required to be stated in such answers or necessary to make such information not
misleading. Your agreement to indemnify the Fund, its officers and 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 Commission for amendments to the registration
statement or prospectus then in effect or for additional
information;
(b) in the event of the issuance by the
Securities and Exchange Commission of any stop order
suspending the effectiveness of the registration statement or
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 registration statement or prospectus which may from time
to time be filed with the Securities and Exchange Commission.
2. Offering Price
Shares of any class of the Fund offered for sale by you shall be offered
for sale at a price per share (the "offering price") approximately equal to (a)
their net asset value (determined in the manner set forth in the Fund's charter
documents) plus (b) a sales charge, if any and except to those persons set forth
in the then-current prospectus, which shall be the percentage of the offering
price of such Shares as set forth in the Fund's then-current prospectus. The
offering price, if not an exact multiple of one cent, shall be adjusted to the
nearest cent. In addition, Shares of any class of the Fund offered for sale by
you may be subject to a contingent deferred sales charge as set forth in the
Fund's then-current prospectus. You shall be entitled to receive any sales
charge or contingent deferred sales charge in respect of the Shares. Any
payments to dealers shall be governed by a separate agreement between you and
such dealer and the Fund's then-current prospectus.
3. Term
This agreement shall continue until the date (the "Reapproval Date") set
forth on Exhibit A hereto (and, if the Fund has Series, a separate Reapproval
Date shall be specified on Exhibit A for each Series), and thereafter shall
continue automatically for successive annual periods ending on the day (the
"Reapproval Day") of each year set forth on Exhibit A hereto, provided such
continuance is specifically approved at least annually by (i) the Fund's 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 PREMIER INTERNATIONAL
FUNDS, INC.
By:____________________________
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
By:_______________________________
<PAGE>
EXHIBIT A
NAME OF SERIES REAPPROVAL DATE REAPPROVAL DAY
Dreyfus Premier September 11, 1999 September 11th
Greater China
Fund
Dreyfus Premier September 11, 1998 September 11th
International
Growth Fund
EXHIBIT 9
DREYFUS PREMIER INTERNATIONAL FUNDS, INC.
SHAREHOLDER SERVICES PLAN
INTRODUCTION: It has been proposed that the above-captioned investment
company (the "Fund") adopt a Shareholder Services Plan under which the Fund
would pay the Fund's distributor (the "Distributor") for providing services to
(a) shareholders of each series of the Fund or class of Fund shares set forth on
Exhibit A hereto, as such Exhibit may be revised from time to time, or (b) if no
series or classes are set forth on such Exhibit, shareholders of the Fund. 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 under the NASD
Conduct Rules.
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 the annual rate set forth
on Exhibit A in respect of the provision of personal services to shareholders
and/or the 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 purpose of determining the fees payable under this Plan, the
value of the net assets of the Fund or the net assets attributable to each
series or class of Fund shares identified on Exhibit A, as applicable, shall be
computed in the manner specified in the Fund's charter documents for the
computation of net asset value.
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
As Revised: January 12, 1998
<PAGE>
EXHIBIT A
Fee as a Percentage of
Name of Series or Class Average Daily Net Assets
Dreyfus Premier Greater China Fund
Class A .25 of 1%
Class B .25 of 1%
Class C .25 of 1%
Dreyfus Premier International Growth Fund
Class A .25 of 1%
Class B .25 of 1%
Class C .25 of 1%
EXHIBIT 11
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Transfer and Dividend
Disbursing Agent, Custodian, Counsel and Independent Auditors" and to the use of
our report on Dreyfus Premier International Growth Fund, Inc., dated December
18, 1997, which is incorporated by reference in this Registration Statement
(Form N-1A 33-44254) of Dreyfus Premier International Funds, Inc.
ERNST & YOUNG LLP
New York, New York
May 4, 1998
EXHIBIT 15
DREYFUS PREMIER INTERNATIONAL FUNDS, INC.
DISTRIBUTION PLAN
INTRODUCTION: It has been proposed that the above-captioned investment
company (the "Fund") adopt a Distribution Plan (the "Plan") in accordance with
Rule 12b-1, promulgated under the Investment Company Act of 1940, as amended
(the "Act"). The Plan would pertain to each class set forth on Exhibit A hereto,
as such Exhibit may be revised from time to time (each, a "Class"). Under the
Plan, the Fund would pay the Fund's distributor (the "Distributor") for
distributing shares of each Class. 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 each Class 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 shareholders
of each Class.
THE PLAN: The material aspects of this Plan are as follows:
1. The Fund shall pay to the Distributor for distribution a fee in respect
of each Class at the annual rate set forth on Exhibit A.
2. For the purposes of determining the fees payable under this Plan, the
value of the Fund's net assets attributable to each Class 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. As to each Class, this Plan will become effective upon approval by (a)
holders of a majority of the outstanding shares of such Class, 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. As to each Class, this Plan may be amended at any time by the Fund's
Board, provided that (a) any amendment to increase materially the costs which
such Class may bear pursuant to this Plan shall be effective only upon approval
by a vote of the holders of a majority of the outstanding shares of such Class,
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. As to each Class, 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
outstanding shares of such Class.
Dated: May 31, 1994
Revised: January 12, 1998
<PAGE>
EXHIBIT A
Fee as a Percentage of
Name of Class Average Daily Net Assets
Dreyfus Premier Greater China Fund
Class B .75 of 1%
Class C .75 of 1%
Dreyfus Premier International Growth Fund
Class B .75 of 1%
Class C .75 of 1%
EXHIBIT 18
THE DREYFUS FAMILY OF FUNDS
(DREYFUS PREMIER FAMILY OF EQUITY FUNDS)
RULE 18F-3 PLAN
Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940
Act"), requires that the Board of an investment company desiring to offer
multiple classes pursuant to said Rule adopt a plan setting forth the separate
arrangement and expense allocation of each class, and any related conversion
features or exchange privileges.
The Board, including a majority of the non-interested Board members, of
each of the investment companies, or series thereof, listed on Schedule A
attached hereto (each, a "Fund") which desires to offer multiple classes has
determined that the following plan is in the best interests of each class
individually and each Fund as a whole:
1. CLASS DESIGNATION: Fund shares shall be divided into Class A, Class B,
Class C and Class R.
2. DIFFERENCES IN SERVICES: The services offered to shareholders of each
Class shall be substantially the same, except that Right of Accumulation and
Letter of Intent shall be available only to holders of Class A shares.
3. DIFFERENCES IN DISTRIBUTION ARRANGEMENTS: Class A shares shall be
offered with a front-end sales charge, as such term is defined under the Conduct
Rules of the National Association of Securities Dealers, Inc., and a deferred
sales charge (a "CDSC"), as such term is defined under said Conduct Rules may be
assessed on certain redemptions of Class A shares purchased without an initial
sales charge as part of an investment of $1 million or more. The amount of the
sales charge and the amount of and provisions relating to the CDSC pertaining to
the Class A shares are set forth on Schedule B hereto.
Class B shares shall not be subject to a front-end sales charge, but shall
be subject to a CDSC and shall be charged an annual distribution fee under a
Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act. The amount
of and provisions relating to the CDSC, and the amount of the fees under the
Distribution Plan pertaining to the Class B shares, are set forth on Schedule C
hereto.
Class C shares shall not be subject to a front-end sales charge, but shall
be subject to a CDSC and shall be charged an annual distribution fee under a
Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act. The amount
of and provisions relating to the CDSC, and the amount of the fees under the
Distribution Plan pertaining to the Class C shares, are set forth on Schedule D
hereto.
Class R shares shall be offered at net asset value only to institutional
investors acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity for qualified or non-qualified employee benefit plans,
including pension, profit-sharing, SEP-IRAs and other deferred compensation
plans, whether established by corporations, partnerships, non- profit entities
or state and local governments, but not including IRAs or IRA "Rollover
Accounts."
Class A, Class B and Class C shares shall be subject to an annual service
fee at the rate of .25% of the value of the average daily net assets of such
Class pursuant to a Shareholder Services Plan.
4. EXPENSE ALLOCATION: The following expenses shall be allocated, to the
extent practicable, on a Class-by-Class basis: (a) fees under the Distribution
Plan and Shareholder Services Plan; (b) printing and postage expenses related to
preparing and distributing materials, such as shareholder reports, prospectuses
and proxies, to current shareholders of a specific Class; (c) Securities and
Exchange Commission and Blue Sky registration fees incurred by a specific Class;
(d) the expense of administrative personnel and services as required to support
the shareholders of a specific Class; (e) litigation or other legal expenses
relating solely to a specific Class; (f) transfer agent fees identified by the
Fund's transfer agent as being attributable to a specific Class; and (g) Board
members' fees incurred as a result of issues relating to a specific Class.
5. CONVERSION FEATURES: Class B shares shall automatically convert to Class
A shares after a specified period of time after the date of purchase, based on
the relative net asset value of each such Class without the imposition of any
sales charge, fee or other charge, as set forth on Schedule E hereto. No other
Class shall be subject to any automatic conversion feature.
6. EXCHANGE PRIVILEGES: Shares of a Class shall be exchangeable only for
(a) shares of the same Class of other investment companies managed or
administered by The Dreyfus Corporation and (b) shares of certain other
investment companies specified from time to time.
<PAGE>
SCHEDULE A
NAME OF FUND DATE PLAN ADOPTED
Dreyfus Premier Equity Funds, Inc. September 11, 1995
(Revised as of December 1, 1996)
- --Dreyfus Premier Aggressive Growth Fund
- --Dreyfus Premier Growth and Income Fund
- --Dreyfus Premier Emerging Markets Fund
Dreyfus Premier International Funds, Inc. April 24, 1995
(Revised as of January 12, 1998)
- --Dreyfus Premier Greater China Fund
- --Dreyfus Premier International Growth Fund
Dreyfus Premier Worldwide Growth April 12, 1995
Fund, Inc. (Revised as of December 1, 1996)
Dreyfus Premier Value Fund July 19, 1995
(Revised as of December 1, 1996)
<PAGE>
SCHEDULE B
FRONT-END SALES CHARGE--CLASS A SHARES--Effective December 1, 1996, the public
offering price for Class A shares, except as set forth below, shall be the net
asset value per share of Class A plus a sales load as shown below:
Total Sales Load
---------------------------------------
As a % of As a % of
offering net asset
AMOUNT OF TRANSACTION price per value per
share share
---------------- -----------------
Less than $50,000................... 5.75 6.10
$50,000 to less than $100,000....... 4.50 4.70
$100,000 to less than $250,000...... 3.50 3.60
$250,000 to less than $500,000...... 2.50 2.60
$500,000 to less than $1,000,000.... 2.00 2.00
$1,000,000 or more.................. -0- -0-
FRONT-END SALES CHARGE--CLASS A SHARES--SHAREHOLDERS BENEFICIALLY OWNING CLASS A
SHARES ON NOVEMBER 30, 1996*--For shareholders who beneficially owned Class A
shares of a Fund on November 30, 1996, the public offering price for Class A
shares of such Fund, except as set forth below with respect to certain
shareholders of Dreyfus Premier Aggressive Growth Fund, shall be the net asset
value per share of Class A plus a sales load as shown below:
Total Sales Load
-------------------------------------------
As a % of As a % of
offering net asset
AMOUNT OF TRANSACTION price per value per
share share
--------------- ------------------
Less than $50,000................... 4.50 4.70
$50,000 to less than $100,000....... 4.00 4.20
$100,000 to less than $250,000...... 3.00 3.10
$250,000 to less than $500,000...... 2.50 2.60
$500,000 to less than $1,000,000.... 2.00 2.00
$1,000,000 or more.................. -0- -0-
<PAGE>
FRONT-END SALES CHARGE--CLASS A SHARES OF DREYFUS PREMIER AGGRESSIVE GROWTH FUND
ONLY--SHAREHOLDERS BENEFICIALLY OWNING CLASS A SHARES ON DECEMBER 31, 1995*--For
shareholders who beneficially owned Class A shares of Dreyfus Premier Aggressive
Growth Fund on December 31, 1995, the public offering price for Class A shares
of Dreyfus Premier Aggressive Growth Fund shall be the net asset value per share
of Class A plus a sales load as shown below:
Total Sales Load
--------------------------------------------
As a % of As a % of
offering net asset
AMOUNT OF TRANSACTION price per value per
share share
------------ -----------
Less than $100,000.................. 3.00 3.10
$100,000 to less than $250,000...... 2.75 2.80
$250,000 to less than $500,000...... 2.25 2.30
$500,000 to less than $1,000,000.... 2.00 2.00
$1,000,000 or more.................. 1.00 1.00
CONTINGENT DEFERRED SALES CHARGE--CLASS A SHARES--A CDSC of 1.00% shall be
assessed at the time of redemption of Class A shares purchased without an
initial sales charge as part of an investment of at least $1,000,000 and
redeemed within one year of purchase. The terms contained in Schedule C
pertaining to the CDSC assessed on redemptions of Class B shares (other than the
amount of the CDSC and its time periods), including the provisions for waiving
the CDSC, shall be applicable to the Class A shares subject to a CDSC. Letter of
Intent and Right of Accumulation shall apply to such purchases of Class A
shares.
- -------------------------
* At a meeting held on December 16, 1996, shareholders of Premier Strategic
Growth Fund voted to merge such Fund into Premier Aggressive Growth Fund.
Shareholders of Dreyfus Premier Strategic Growth Fund who received Class A
shares of Dreyfus Premier Aggressive Growth Fund in the merger are deemed
to have beneficially owned such shares as of the date they beneficially
owned Class A shares of Premier Strategic Growth Fund for purposes of the
front-end sales charge applicable to purchases of Class A shares of Dreyfus
Premier Aggressive Growth Fund.
<PAGE>
SCHEDULE C
CONTINGENT DEFERRED SALES CHARGE--CLASS B SHARES--A CDSC payable to the
Fund's Distributor shall be imposed on any redemption of Class B shares which
reduces the current net asset value of such Class B shares to an amount which is
lower than the dollar amount of all payments by the redeeming shareholder for
the purchase of Class B shares of the Fund held by such shareholder at the time
of redemption. No CDSC shall be imposed to the extent that the net asset value
of the Class B shares redeemed does not exceed (i) the current net asset value
of Class B shares acquired through reinvestment of dividends or capital gain
distributions, plus (ii) increases in the net asset value of the shareholder's
Class B shares above the dollar amount of all payments for the purchase of Class
B shares of the Fund held by such shareholder at the time of redemption.
If the aggregate value of the Class B shares redeemed has declined below
their original cost as a result of the Fund's performance, a CDSC may be applied
to the then-current net asset value rather than the purchase price.
In circumstances where the CDSC is imposed, the amount of the charge shall
depend on the number of years from the time the shareholder purchased the Class
B shares until the time of redemption of such shares. Solely for purposes of
determining the number of years from the time of any payment for the purchase of
Class B shares, all payments during a month shall be aggregated and deemed to
have been made on the first day of the month. The following table sets forth the
rates of the CDSC:
CDSC as a % of
Year Since Amount Invested
Purchase Payment or Redemption
Was Made Proceeds
- ---------------- ----------------
First.............................................. 4.00
Second............................................. 4.00
Third.............................................. 3.00
Fourth............................................. 3.00
Fifth.............................................. 2.00
Sixth.............................................. 1.00
In determining whether a CDSC is applicable to a redemption, the
calculation shall be made in a manner that results in the lowest possible rate.
Therefore, it shall be assumed that the redemption is made first of amounts
representing shares acquired pursuant to the reinvestment of dividends and
distributions; then of amounts representing the increase in net asset value of
Class B shares above the total amount of payments for the purchase of Class B
shares made during the preceding six years; then of amounts representing the
cost of shares purchased six years prior to the redemption; and finally, of
amounts representing the cost of shares held for the longest period of time
within the applicable six-year period.
WAIVER OF CDSC--The CDSC shall be waived in connection with (a) redemptions
made within one year after the death or disability, as defined in Section
72(m)(7) of the Internal Revenue Code of 1986, as amended (the "Code"), of the
shareholder, (b) redemptions by employees participating in qualified or
non-qualified employee benefit plans or other programs where (i) the employers
or affiliated employers maintaining such plans or programs have a minimum of 250
employees eligible for participation in such plans or programs, or (ii) such
plan's or program's aggregate investment in the Dreyfus Family of Funds or
certain other products made available by the Fund's Distributor exceeds one
million dollars, (c) redemptions as a result of a combination of any investment
company with the Fund by merger, acquisition of assets or otherwise, (d) a
distribution following retirement under a tax-deferred retirement plan or upon
attaining age 70-1/2 in the case of an IRA or Keogh plan or custodial account
pursuant to Section 403(b) of the Code, and (e) redemptions pursuant to any
systematic withdrawal plan as described in the Fund's prospectus. Any Fund
shares subject to a CDSC which were purchased prior to the termination of such
waiver shall have the CDSC waived as provided in the Fund's prospectus at the
time of the purchase of such shares.
AMOUNT OF DISTRIBUTION PLAN FEES--CLASS B SHARES--.75 of 1% of the value of
the average daily net assets of Class B.
<PAGE>
SCHEDULE D
CONTINGENT DEFERRED SALES CHARGE--CLASS C SHARES--A CDSC of 1.00% payable
to the Fund's Distributor shall be imposed on any redemption of Class C shares
within one year of the date of purchase. The basis for calculating the payment
of any such CDSC shall be the method used in calculating the CDSC for Class B
shares. In addition, the provisions for waiving the CDSC shall be those set
forth for Class B shares.
AMOUNT OF DISTRIBUTION PLAN FEES--CLASS C SHARES--.75 of 1% of the value of
the average daily net assets of Class C.
<PAGE>
SCHEDULE E
CONVERSION OF CLASS B SHARES--Approximately six years after the date of
purchase, Class B shares automatically shall convert to Class A shares, based on
the relative net asset values for shares of each such Class, and shall no longer
be subject to the distribution fee. At that time, Class B shares that have been
acquired through the reinvestment of dividends and distributions ("Dividend
Shares") shall be converted in the proportion that a shareholder's Class B
shares (other than Dividend Shares) converting to Class A shares bears to the
total Class B shares then held by the shareholder which were not acquired
through the reinvestment of dividends and distributions.
