File No. 33-46403
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. 4 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 4 [X]
(Check appropriate box or boxes.)
First Prairie U.S. Government Income Fund
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate
box)
immediately upon filing pursuant to paragraph (b) of Rule 485
----
X on May 12, 1994 pursuant to paragraph (b) of Rule 485
----
60 days after filing pursuant to paragraph (a) of Rule 485
----
on (date) pursuant to paragraph (a) of Rule 485
----
Registrant has registered an indefinite number of shares of its
beneficial interest under the Securities Act of 1933 pursuant to
Section 24(f) of the Investment Company Act of 1940. Registrant's Rule
24f-2 Notice for the fiscal year ended January 31, 1994 was filed on March 24,
1994.
First Prairie U.S. Government Income Fund
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
_________ _______ ____
1 Cover Page Cover
2 Synopsis 3
3 Condensed Financial Information 4
4 General Description of Registrant 9, 45
5 Management of the Fund 16
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 45
7 Purchase of Securities Being Offered 19
8 Redemption or Repurchase 32
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
- ---------
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-21
13 Investment Objectives and Policies B-2
14 Management of the Fund B-5
15 Control Persons and Principal B-7
Holders of Securities
16 Investment Advisory and Other B-8
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
First Prairie U.S. Government Income Fund
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ _____
17 Brokerage Allocation B-17
18 Capital Stock and Other Securities B-21
19 Purchase, Redemption and Pricing B-10, B-13,
of Securities Being Offered B-17
20 Tax Status *
21 Underwriters B-10
22 Calculations of Performance Data B-20
23 Financial Statements B-23
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-5
Investment Adviser
29 Principal Underwriters C-32
30 Location of Accounts and Records C-41
31 Management Services C-41
32 Undertakings C-41
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
FIRST PRAIRIE
U.S. GOVERNMENT INCOME FUND (First Prairie Logo) FIRST PRAIRIE FUNDS
INTERMEDIATE SERIES
- -----------------------------------------------------------------------
PROSPECTUS-MAY 18, 1994
First Prairie U.S. Government Income Fund (the "Fund") is an open-end,
management investment company, known as a series fund. By this
Prospectus, Class A, Class B and Class F shares of the Fund's Intermediate
Series (the "Series") are being offered. The Series is a diversified mutual
fund which seeks to provide investors with as high a level of current
income as is consistent with the preservation of capital. The dollar-
weighted average maturity of the Series' portfolio ranges between three
and ten years.
The First National Bank of Chicago (the "Manager") serves as the Fund's
investment adviser. Dreyfus Service Corporation (the "Distributor"), a
wholly-owned subsidiary of The Dreyfus Corporation, serves as the Fund's
distributor.
Class A shares are subject to a sales charge imposed at the time of
purchase and Class B shares are subject to a contingent deferred sales
charge imposed on redemptions made within five years of purchase. The
Fund offers these alternatives to permit an investor to choose the method
of purchasing shares that is most beneficial given the amount of the
purchase, the length of time the investor expects to hold the shares and
other circumstances. Class F shares are offered without a sales charge
and are sold only to clients of the Manager for their qualified trust,
custody and/or agency accounts maintained at its Personal Investments
Department and to clients of affiliates of the Manager for their similar
accounts maintained at such affiliates. Other differences between the
Classes include the services offered to and the expenses borne by each
Class and certain voting rights, as described herein.
THE FUND'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED BY, THE MANAGER OR ANY OF ITS AFFILIATES OR ANY BANK,
AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION ("FDIC"), THE FEDERAL RESERVE BOARD OR ANY OTHER
AGENCY. THE FUND'S SHARES INVOLVE CERTAIN INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
This Prospectus sets forth concisely information about the Fund that an
investor should know before investing. It should be read and retained for
future reference.
Part B (also known as the Statement of Additional Information), dated
May 18, 1994, which may be revised from time to time, provides a further
discussion of certain areas in this Prospectus and other matters which
may be of interest to some investors. It has been filed with the Securities
and Exchange Commission and is incorporated herein by reference. For a
free copy, write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale,
New York 11556-0144, or call 1-800-346-3621. When telephoning, ask
for Operator 666.
- ----------------------------------------------------------------------
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 1
TABLE OF CONTENTS
Fee Table............................................. 3
Condensed Financial Information....................... 4
Highlights............................................ 5
Alternative Purchase Methods.......................... 8
Description of the Fund............................... 9
Management of the Fund................................ 16
How to Buy Fund Shares................................ 19
Shareholder Services.................................. 25
How to Redeem Fund Shares............................. 32
Distribution Plan and Shareholder Service Plan........ 39
Dividends, Distributions and Taxes.................... 40
Performance Information............................... 43
General Information................................... 45
Appendix.............................................. A1
Page 2
<TABLE>
<CAPTION>
Fee Table
SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B CLASS F
<S> <C> <C> <C>
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)......................... 3.00% none none
Maximum Deferred Sales Charge Imposed on Redemptions
(as a percentage of the amount subject to charge)........... none 3.00% none
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Management Fees (after expense reimbursement)............... 0% 0% 0%
12b-1 Fees (after expense reimbursement).................... none 0% none
Other Expenses (after expense reimbursement)................ 0% 0% 0%
Total Fund Operating Expenses (after expense reimbursement).... 0% 0% 0%
</TABLE>
EXAMPLE
An investor would pay the following expenses on a
$1,000 investment, assuming (1) 5% annual return
and (2) redemption at the end of each time period:
<TABLE>
CLASS A CLASS B CLASS B* CLASS F
<S> <C> <C> <C> <C>
1 YEAR $30 $30 $0 $0
3 YEARS $30 $20 $0 $0
5 YEARS $30 $10 $0 $0
10 YEARS** $30 $ 0 $0 $0
</TABLE>
*Assuming no redemption of Class B shares.
**Ten year figures assume conversion of Class B
shares to Class A shares at the end of sixth year following date of
purchase.
- ------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES
MAY BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE
EXAMPLE ASSUMES A 5% ANNUAL RETURN, THE SERIES' ACTUAL
PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN GREATER
OR LESS THAN 5%.
- -------------------------------------------------------------------------
The purpose of the foregoing table is to assist investors in understanding
the various costs and expenses investors will bear, directly or indirectly,
the payment of which will reduce investors' return on an annual basis.
Long-term investors in Class B shares could pay more in 12b-1 fees than
the economic equivalent of paying a front-end sales charge. Prior to
February 8, 1994, Class A shares were subject to 12b-1 fees. The
Manager, affiliates of the Manager and certain Service Agents (as defined
below) may charge their clients direct fees for services provided to
clients in connection with accounts through which shares are purchased;
such fees are not reflected in the foregoing table. See "How to Buy Fund
Shares." For a description of the various costs and expenses incurred in
the Fund's operation, as well as expense reimbursement or waiver
arrangements, see "Management of the Fund" and "Distribution Plan and
Shareholder Services Plan." For Class B shares, Other Expenses and Total
Fund Operating Expenses are estimated based on expenses incurred by
Class A shares. The expenses noted above, without reimbursements, would
be: with respect to each Class, Management Fees-.60%; with respect to
Class A and Class B shares, Other Expenses (estimated)-.55%; with
respect to Class A shares, Total Fund Operating Expenses (estimated)-
1.15%; with respect to Class B shares, 12b-1 Fees-.50%, Total Fund
Operating Expenses (estimated)-1.65%; with respect to Class F shares,
Total Fund Operating Expenses (estimated)-.90%; and the amount of
expenses that an investor would pay, assuming redemption after one,
three, five and ten years, would be, assuming (1) 5% annual return and (2)
except where noted, redemption at the end of each time period:
<TABLE>
CLASS A CLASS B CLASS B* CLASS F
<S> <C> <C> <C> <C>
1 YEAR $41 $47 $17 $ 9
3 YEARS $65 $72 $52 $29
5 YEARS $91 $100 $90 $50
10 YEARS** $166 $170 $170 $111
*Assuming no redemption of Class B Shares.
**Ten year figures assume conversion of Class B
shares to Class A shares at the end of sixth year following date of
purchase.
</TABLE>
Page 3
CONDENSED FINANCIAL
INFORMATION
The information in the following table has been audited by Ernst & Young,
the Fund's independent auditors, whose report thereon appears in the
Statement of Additional Information. Further financial data and related
notes are included in the Fund's Statement of Additional Information,
available upon request. Class B shares had not been offered as of the date
of the financial statements and, accordingly, no financial data are
available for Class B.
FINANCIAL HIGHLIGHTS Contained below is per share operating
performance data for a Class A and Class F share of beneficial interest
outstanding, total investment return, ratios to average net assets and
other supplemental data for the period March 5, 1993 (commencement of
operations) to January 31, 1994. This information has been derived from
information provided in the Fund's financial statements.
<TABLE>
Class A Shares Class F Shares
-------------- ---------------
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period $8.36 $8.36
------ ------
INVESTMENT OPERATIONS:
Investment income-net .47 .47
Net realized and unrealized (loss) on investments (.09) (.09)
------- ------
TOTAL FROM INVESTMENT OPERATIONS .38 .38
-------- -------
DISTRIBUTIONS:
Dividends from investment income-net (.47) (.47)
Dividends from net realized gain on investments (.02) (.02)
------- --------
TOTAL DISTRIBUTIONS (.49) (.49)
-------- --------
Net asset value, end of period $8.25 $8.25
====== ======
TOTAL INVESTMENT RETURN:(1) 5.16%(2) 5.16%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets -- --
Ratio of net investment income to average net assets 5.96%(2) 6.21%(2)
Decrease reflected in above expense ratios due to
undertaking by the Manager 3.67%(2) 2.64%(2)
Portfolio Turnover Rate 26.54%(3) 26.54%(3)
Net Assets, end of period (000's omitted) $ 65 $5,128
(1) Exclusive of sales charge.
(2)Annualized.
(3)Not annualized.
</TABLE>
Further information about the Series' performance is contained in the
Fund's annual report which may be obtained without charge by writing to
the address or calling the number set forth on the cover page of this
Prospectus.
Page 4
HIGHLIGHTS
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE
MORE DETAILED INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS.
THE FUND The Fund is an open-end, management investment company,
known as a series fund. The Fund currently has established one diversified
portfolio: the Intermediate Series.
INVESTMENT OBJECTIVE The Series seeks to provide investors with as high
a level of current income as is consistent with the preservation of
capital.
MANAGEMENT POLICIES The Series invests in securities issued or
guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities ("U.S. Government Securities"), and may
enter into repurchase agreements in respect thereof. Securities in which
the Series invests may not earn as high a level of current income as long-
term or lower quality securities which generally have less liquidity,
greater market risk and more fluctuation in market value.
The dollar-weighted average maturity of the Series' portfolio ranges
between three and ten years. The Series is not limited in the maturities of
the securities in which it invests and the maturity of a portfolio security
may range from overnight to 30 years.
The Series may engage in various investment techniques such as
leveraging, short-selling, options and futures transactions and lending
portfolio securities for hedging or other permissible purposes.
THE MANAGER AND MANAGEMENT FEE The First National Bank of Chicago is
the Fund's investment adviser.
The Fund has agreed to pay the Manager, for its investment management
services, a monthly fee at the annual rate of .60 of 1% of the value of the
Series' average daily net assets.
Page 5
ALTERNATIVE PURCHASE METHODS The Series offers three classes of
shares: Class A shares, Class B shares and Class F shares. Each Class A,
Class B and Class F share represents an identical pro rata interest in the
Series' investment portfolio.
Class A shares are sold at net asset value per share plus a maximum
initial sales charge of 3% of the public offering price imposed at the time
of purchase. The initial sales charge may be reduced or waived for certain
purchases. See "How to Buy Fund Shares-Class A Shares." Class A shares
are subject to an annual service fee at the rate of up to .25 of 1% of the
value of the average daily net assets of Class A.
Class B shares are sold at net asset value per share with no initial
sales charge at the time of purchase; as a result, the entire purchase price
is immediately invested in the Fund. Class B shares are subject to a
maximum 3% contingent deferred sales charge ("CDSC"), which is
assessed only if the Class B shares are redeemed within five years of
purchase. See "How to Redeem Fund Shares-Contingent Deferred Sales
Charge-Class B Shares." Class B shares also are subject to an annual
service fee at the rate of up to .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 up to .50 of 1% of the value of the average
daily net assets of Class B. The distribution fee paid by Class B will cause
such Class to have a higher expense ratio and to pay lower dividends than
Class A. Approximately six years after the date of purchase, Class B
shares automatically will convert to Class A shares, based on the relative
net asset values for shares of each Class, and will no longer be subject to
the distribution fee.
Class F shares are sold at net asset value with no sales charge.
Class F shares are offered exclusively to certain clients of the Manager
and its affiliates as described below. See "Alternative Purchase Methods."
HOW TO BUY FUND SHARES Orders for purchases of Class A and Class B
shares may be placed through a number of institutions, including: the
Manager, affiliates of the Manager, including First Chicago Investment
Services, Inc. ("FCIS"), a registered broker-dealer, the Distributor and
certain banks, securities dealers and other industry professionals, such as
investment advisers, accountants and estate planning firms (collectively,
"Service Agents").
Page 6
Orders for purchases of Class F shares may be placed only for clients
of the Manager for their qualified trust, custody and/or agency accounts
maintained at its Personal Investments Department and for clients of
affiliates of the Manager for their similar accounts maintained at such
affiliates. These accounts are referred to herein as "Fiduciary Accounts."
Investors purchasing Class F shares through their Fiduciary Accounts
at the Manager or its affiliates should contact such entity directly for
appropriate instructions, as well as for information about conditions
pertaining to the account and any related fees.
The minimum initial investment for each Class is $1,000 ($250
for IRAs and other personal retirement plans). All subsequent investments
must be at least $100. See "How to Buy Fund Shares."
HOW TO REDEEM FUND SHARES Generally, investors should contact their
representatives at the Manager or appropriate Service Agent for
redemption instructions.
Investors who are not clients of the Manager or a Service Agent
may redeem Fund shares by written request, or through the Wire
Redemption Privilege, the Telephone Redemption Privilege or the
TELETRANSFER Privilege. See "How to Redeem Fund Shares."
RISKS AND SPECIAL CONSIDERATIONS The use of investment techniques
such as short-selling, engaging in financial futures and options
transactions, lending portfolio securities, borrowing for investment
purposes, entering into repurchase agreements and purchasing securities
on a when-issued or forward commitment basis, and the purchase of
certain mortgage-backed securities and zero coupon securities involves
greater risk than that incurred by many other funds with similar
objectives and may affect the degree to which the Series' net asset value
fluctuates.
Changes in the value of the Series' portfolio securities will result in
changes in the value of a Series share and thus the Series' yield and total
return to investors.
See "Description of the Fund-Risk Factors."
Page 7
ALTERNATIVE PURCHASE METHODS
THE FUND OFFERS THREE METHODS OF PURCHASING FUND SHARES.
The Fund offers investors three methods of purchasing Fund shares.
Orders for purchases of Class F shares, however, may be placed only for
clients of the Manager or its affiliates for their Fiduciary Accounts
maintained at the Manager or one of its affiliates. An investor who is not
eligible to purchase Class F shares may choose from Class A and Class B
the class of shares that best suits the investor's needs, given the amount
of purchase, the length of time the investor expects to hold the shares and
any other relevant circumstances. Each Class A, Class B and Class F 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 3% of the public offering price imposed at the time
of purchase. The initial sales charge may be reduced or waived for certain
purchases. See "How to Buy Fund Shares-Class A Shares." These shares are
subject to an annual service fee at the rate of up to .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 initial
sales charge at the time of purchase; as a result, the entire purchase price
is immediately invested in the Fund. Class B shares are subject to a
maximum 3% CDSC, which is assessed only if Class B shares are redeemed
within five years of purchase. See "How to Buy Fund Shares-Class B
Shares" and "How to Redeem Fund Shares-Contingent Deferred Sales
Charge- Class B Shares." These shares also are subject to an annual
service fee at the rate of up to .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 up to .50 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 or
Class F. Approximately six years after the date of purchase, Class B
shares automatically will convert to Class A shares, based on the relative
net asset values for shares of each Class, and will no longer be subject to
the distribution fee. Class B
Page 8
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 F shares are sold at net asset value with no sales charge. Class
F shares are not subject to an annual service fee or distribution fee.
An investor who is not eligible to purchase Class F shares should
consider whether, during the anticipated life of the investor's investment
in the Fund, the accumulated distribution fee and CDSC on Class B shares
prior to conversion would be less than the initial sales charge on Class A
shares purchased at the same time, and to what extent, if any, such
differential would be offset by the return of Class A. In this regard,
investors qualifying for reduced initial sales charges who expect to
maintain their investment for an extended period of time might consider
purchasing Class A shares because the accumulated continuing
distribution fees on Class B shares may exceed the initial sales charge on
Class A shares during the life of the investment. Generally, Class A shares
may be more appropriate for investors who invest $100,000 or more in
Fund shares.
DESCRIPTION OF THE FUND
THE FUND IS A SERIES FUND, CURRENTLY OFFERING ONLY ONE PORTFOLIO:
THE INTERMEDIATE SERIES.
GENERAL The Fund is a "series fund," which is a mutual fund
divided into separate portfolios. Each portfolio is treated as a separate
entity for certain matters under the Investment Company Act of 1940 and
for other purposes, and a shareholder of one Series is not deemed to be a
shareholder of any other Series. As described below, for certain matters
Fund shareholders vote together as a group; as to others they vote
separately by Series.
Page 9
THE SERIES SEEKS TO PROVIDE AS HIGH A LEVEL OF CURRENT INCOME AS IS
CONSISTENT WITH THE PRESERVATION OF CAPITAL.
INVESTMENT OBJECTIVE The Series seeks to provide investors with as
high a level of current income as is consistent with the preservation of
capital. The Series' investment objective cannot be changed without
approval by the holders of a majority (as defined in the Investment
Company Act of 1940) of the Series' outstanding voting shares. There can
be no assurance that the Series' investment objective will be achieved.
THE SERIES INVESTS
PRIMARILY IN U.S. GOVERNMENT SECURITIES, WHICH INCLUDE U.S. TREASURY
SECURITIES, AGENCY SECURITIES AND MORTGAGE-BACKED SECURITIES, AND
MAY ENTER INTO REPURCHASE AGREEMENTS.
MANAGEMENT POLICIES The Series invests in U.S. Government Securities
and may enter into repurchase agreements in respect thereof. It is a
fundamental policy of the Series that it will invest at least 65% of the
value of its total assets in U.S. Government Securities. The dollar-
weighted average maturity of the Series' portfolio ranges between three
and ten years. The Series is not limited in the maturities of the securities
in which it invests and the maturity of a portfolio security may range
from overnight to 30 years.
U.S. GOVERNMENT SECURITIES
U.S. TREASURY SECURITIES-The U.S. Government Securities in
which the Fund invests include U.S. Treasury securities, which differ in
their interest rates, method of payment and maturities. Treasury Bills
have initial maturities of one year or less; Treasury Notes have initial
maturities of one to ten years; and Treasury Bonds generally have initial
maturities of greater than ten years.
OBLIGATIONS ISSUED OR GUARANTEED BY U.S. GOVERNMENT AGENCIES
AND INSTRUMENTALITIES-U.S. Government Securities also include
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities, some of which are supported by the full faith and
credit of the U.S. Treasury, for example, Maritime Administration Bonds;
others, such as those of the Federal Home Loan Banks, by the right of the
issuer to borrow from the U.S. Treasury; others, such as those issued by
the Federal National Mortgage Association ("Fannie Mae"), by
discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others, such as those
issued by the Student Loan Marketing Association, only by the credit of the
agency or instrumentality. These securities bear fixed, floating or
variable rates of interest.
Page 10
Principal and interest may fluctuate based
on generally recognized reference rates or the relationship of rates. While
the U.S. Government provides financial support to such U.S. Government-
sponsored agencies or instrumentalities, no assurance can be given that it
will always do so, since it is not so obligated by law. The Series will
invest in such securities only when it is satisfied that the credit risk
with respect to the issuer is minimal.
MORTGAGE-RELATED SECURITIES ISSUED OR GUARANTEED BY U.S.
GOVERNMENT AGENCIES AND INSTRUMENTALITIES-U.S. Government
Securities also include mortgage-related securities represented by pools
of mortgage loans assembled for sale to investors by various
governmental agencies such as the Government National Mortgage
Association ("Ginnie Mae") and government-related organizations such as
Fannie Mae and the Federal Home Loan Mortgage Corporation ("Freddie
Mac"). Such securities are ownership interests in the underlying mortgage
loans and provide for monthly payments that are a "pass-through" of the
monthly interest and principal payments (including any prepayments) made
by the individual borrowers on the pooled mortgage loans, net of any fees
paid to the guarantor of such securities and the servicer of the underlying
mortgage loans. As more fully described in the "Appendix-Portfolio
Securities," these securities also may include multi-class pass-through
securities and stripped mortgage-backed securities including interest-
only and principal-only classes of such securities. The mortgages backing
these securities include conventional fixed rate mortgages, graduated
payment mortgages and adjustable rate mortgages.
ZERO COUPON U.S. TREASURY SECURITIES-U.S. Government Securities
also include 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. 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
Page 11
changes in interest rates than non-zero coupon
securities having similar maturities and credit qualities. The Series also
may purchase zero coupon securities issued by domestic corporations and
financial institutions which constitute a proportionate ownership of the
issuer's pool of underlying U.S. Treasury securities. Such securities will
not be considered as obligations of the U.S. Government for purposes of the
65% requirement referred to above.
THE FUND MAY ONLY ENTER INTO REPURCHASE AGREEMENTS WHEN THE
FUND'S CUSTODIAN OR SUB-CUSTODIAN HAS CUSTODY OF THE UNDERLYING
COLLATERAL.
REPURCHASE AGREEMENTS-Repurchase agreements involve the
acquisition by the Series of an underlying debt instrument, subject to an
obligation of the seller to repurchase, and the Series to resell, the
instrument at a fixed price usually not more than one week after its
purchase. The Fund's custodian or sub-custodian will have custody of, and
will hold in a segregated account, securities acquired by the Series under
a repurchase agreement. Repurchase agreements are considered by the
staff of the Securities and Exchange Commission to be loans by the Series
which enters into them. In an attempt to reduce the risk of incurring a
loss on a repurchase agreement, the Fund will enter into repurchase
agreements on behalf of the Series only with registered or unregistered
securities dealers or banks with total assets in excess of one billion
dollars, with respect to securities of the type in which the Series may
invest, and will require that additional securities be deposited with it if
the value of the securities purchased should decrease below resale price.
The Manager will monitor on an ongoing basis the value of the collateral to
assure that it always equals or exceeds the repurchase price. Certain
costs may be incurred by the Series in connection with the sale of the
securities if the seller does not repurchase them in accordance with the
repurchase agreement. In addition, if bankruptcy proceedings are
commenced with respect to the seller of the securities, realization on the
securities by the Series may be delayed or limited. The Fund will consider
on an ongoing basis the creditworthiness of the institutions with which
the Series enters into repurchase agreements.
Page 12
INVESTMENT TECHNIQUES USED BY THE SERIES MAY INCLUDE LEVERAGING,
SHORT-SELLING, OPTIONS AND FUTURES TRANSACTIONS AND LENDING
PORTFOLIO SECURITIES.
The Series may engage in various investment techniques such as
leveraging, short-selling, options and futures transactions and lending
portfolio securities, each of which involves risk. For a discussion of such
investment techniques and their related risks, see "Appendix-Investment
Techniques" and "Risk Factors" below.
THE SERIES HAS ADOPTED CERTAIN FUNDAMENTAL POLICIES INTENDED TO
LIMIT THE RISK OF ITS INVESTMENT PORTFOLIO. THESE POLICIES CANNOT BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
CERTAIN FUNDAMENTAL POLICIES The Series may (i) borrow money for
investment purposes to the extent permitted under the Investment
Company Act of 1940, which currently provides that total borrowings may
not exceed 33-1/3% of the value of the Series' total assets; and (ii) invest
up to 25% of the value of its total assets in the securities of issuers in a
single industry, provided there is no limitation on the purchase of U.S.
Government Securities. This paragraph describes fundamental policies
that cannot be changed without approval by the holders of a majority (as
defined in the Investment Company Act of 1940) of the Series' outstanding
voting shares. See "Investment Objective and Management Policies-
Investment Restrictions" in the Statement of Additional Information.
CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICIES The Series may (i)
pledge, hypothecate, mortgage or otherwise encumber its assets, but only
to secure permitted borrowings; and (ii) invest up to 15% of the value of
its net assets in repurchase agreements providing for settlement in more
than seven days after notice and in other illiquid securities. See
"Investment Objective and Management Policies-Investment Restrictions"
in the Statement of Additional Information.
RISK FACTORS The Series' net asset value is not fixed and should be
expected to fluctuate.
The value of the portfolio securities held by the Series generally will
vary inversely to changes in prevailing interest rates. Thus, if interest
rates have increased from the time a security was purchased, such
security, if sold, might be sold at a price less than its cost. Similarly, if
interest rates have declined from the time a security was purchased, such
security, if sold, might be sold at a price greater than its cost. In either
instance, if the security was purchased at face value and held to maturity,
no gain or loss would be realized.
Page 13
While the Series invests in securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities, no assurance can be
given as to the liquidity of the market for certain of these securities,
such as multiclass pass-through securities, stripped mortgage-backed
securities and zero coupon securities. See "Appendix-Portfolio
Securities." Determination as to the liquidity of such securities will be
made in accordance with guidelines established by the Fund's Board of
Trustees. In accordance with such guidelines, the Manager will monitor
the Series' investments in such securities with particular regard to
trading activity, availability of reliable price information and other
relevant information. The Series will not invest more than 15% of its net
assets in securities which are illiquid.
The yield characteristics of mortgage-related securities differ from
traditional debt securities. Among the major differences are that interest
and principal payments are made more frequently, usually monthly, and
that principal may be prepaid at any time because the underlying mortgage
loans generally may be prepaid at any time. As a result, if the Series
purchases such a security at a premium, a prepayment rate that is faster
than expected will reduce yield to maturity, while a prepayment rate that
is slower than expected will have the opposite effect of increasing yield
to maturity. Conversely, if the Series purchases these securities at a
discount, faster than expected prepayments will increase, while slower
than expected prepayments will reduce, yield to maturity. Derivative
mortgage-related securities, such as stripped mortgage-backed
securities, and certain types of mortgage pass-through securities,
including those whose interest rates fluctuate directly or indirectly based
on multiples of a stated index, are designed to be highly sensitive to
changes in prepayment and interest rates and can subject the holders
thereof to extreme reductions of yield and possibly loss of principal.
Prepayments on a pool of mortgage loans are influenced by a variety
of economic, geographic, social and other factors, including changes in
mortgagor's housing needs, job transfers, unemployment, mortgagors' net
equity in the mortgaged properties and servicing decisions. Generally,
however, prepayments on fixed rate mortgage loans will increase during a
period of falling interest rates and decrease during a period of rising
interest rates. Accordingly, amounts available for reinvestment by the
Series are likely to be greater during a period of declining
Page 14
interest rates and, as a result, likely to be reinvested at lower interest
rates than during a period of rising interest rates. Mortgage-related
securities may decrease in value as a result of increases in interest rates
and may benefit less than other fixed income securities from declining
interest rates because of the risk of prepayment.
THE SERIES USES VARIOUS INVESTMENT TECHNIQUES WHICH MAY ENHANCE
THE SERIES' PERFORMANCE; THEIR USE INVOLVES CERTAIN RISKS.
The use of investment techniques such as short-selling, engaging in
financial futures and options transactions, leverage through borrowing,
purchasing securities on a when-issued or forward commitment basis and
lending portfolio securities involves greater risk than that incurred by
many other funds with similar objectives. These risks are described in the
"Appendix" hereto. Using these techniques may produce higher than normal
portfolio turnover and may affect the degree to which the Series' net
asset value fluctuates.
THE SERIES FOCUSES ON LONG-TERM INVESTMENT STRATEGIES AND WILL
ENGAGE IN SHORT-TERM TRADING ONLY WHEN CONSISTENT WITH ITS
STATED INVESTMENT OBJECTIVE.
The Series' ability to engage in certain short-term transactions may
be limited by the requirement that, to qualify as a regulated investment
company, the Series must earn less than 30% of its gross income from the
disposition of securities held for less than three months. This 30% test
limits the extent to which the Series may sell securities held for less
than three months, effect short sales of securities held for less than
three months, write options expiring in less than three months and invest
in certain futures contracts, among other strategies. However, portfolio
turnover will not otherwise be a limiting factor in making investment
decisions.
Investment decisions for the Series are made independently from
those of the other investment companies, investment advisory accounts,
custodial accounts, individual trust accounts and commingled funds that
may be advised by the Manager. However, if such other investment
companies or managed accounts are prepared to invest in, or desire to
dispose of, securities in which the Series invests at the same time as the
Series, available investments or opportunities for sales will be allocated
equitably to each of them. In some cases, this procedure may adversely
affect the size of the position obtained for or disposed of by the Series or
the price paid or received by the Series.
Page 15
MANAGEMENT OF THE FUND
THE INVESTMENT ADVISER, THE FIRST NATIONAL BANK OF CHICAGO, IS ONE
OF THE LARGEST COMMERCIAL BANKS IN THE UNITED STATES AND THE
LARGEST IN THE MID-WESTERN UNITED STATES AND MANAGES
APPROXIMATELY $15.5 BILLION OF INVESTMENT ASSETS.
MANAGER The Manager, located at Three First National Plaza, Chicago,
Illinois 60670, is the Fund's investment adviser. The Manager, a wholly-
owned subsidiary of First Chicago Corporation, a registered bank holding
company, is a commercial bank offering a wide range of banking and
investment services to customers throughout the United States and around
the world. As of March 31, 1994, it was one of the largest commercial
banks in the United States and the largest in the mid-western United
States in terms of assets ($59.8 billion) and in terms of deposits ($28.8
billion). As of March 31, 1994, the Manager provided investment
management services to portfolios containing approximately $15.5 billion
in assets. The Manager serves as investment adviser for the Fund pursuant
to a Management Agreement dated as of August 18, 1992 (as revised June
17, 1993). Under the Management Agreement, the Manager, subject to the
supervision of the Fund's Board of Trustees and in conformity with
Massachusetts law and the stated policies of the Fund, manages the
investment of the Fund's assets. The Manager is responsible for making
investment decisions for the Fund, placing purchase and sale orders
(which may be allocated to various dealers based on their sales of Fund
shares) and providing research, statistical analysis and continuous
supervision of the investment portfolio. The Manager provides these
services through its Investment Management Department. The investment
advisory services of the Manager are not exclusive under the terms of the
Management Agreement. The Manager is free to, and does, render
investment advisory services to others including other investment
companies as well as commingled trust funds and a broad spectrum of
individual trust and investment management portfolios, which have
varying investment objectives. The Manager has advised the Fund that in
making its investment decisions the Manager does not obtain or use
material inside information in the possession of any division or
department of the Manager or in the possession of any affiliate of the
Manager.
The Manager and its affiliates presently intend to continue to charge
and collect customary account and account transaction fees with respect
to accounts through which or for which shares of the Series are purchased
or redeemed. This will
Page 16
result in the receipt by the Manager and its affiliates of customer
account fees in addition to management and Service Agent fees from the
Fund with respect to assets in certain accounts. See "Distribution Plan
and Shareholder Services Plan."
THE DREYFUS CORPORATION, WHICH MANAGES OR ADMINISTERS
APPROXIMATELY $74 BILLION IN MUTUAL FUND ASSETS, WILL ASSIST THE
MANAGER IN PROVIDING CERTAIN ADMINISTRATIVE SERVICES FOR THE
FUND.
The Manager has engaged The Dreyfus Corporation ("Dreyfus"),
located at 200 Park Avenue, New York, New York 10166, to assist it in
providing certain administrative services for the Fund pursuant to a
separate agreement between it and Dreyfus. The Manager, from its own
funds, will pay Dreyfus for Dreyfus' services. Dreyfus was formed in 1947
and as of March 31, 1994, managed or administered approximately $74
billion in assets for more than 1.9 million investor accounts.
Under the terms of the Management Agreement, the Fund has agreed
to pay the Manager a monthly fee at the annual rate of .60 of 1% of the
value of the Series' average daily net assets. For the period from March 5,
1993 (commencement of operations) to January 31, 1994, no management
fee was paid by the Fund pursuant to an undertaking by the Manager.
The Fund's primary portfolio manager is Annette Cole. She has
held that position since the Fund's inception, and has been employed by the
Manager since October 1984. The Adviser also provides research services
for the Fund as well as for other funds it advises through a professional
staff of portfolio managers and security analysts.
GLASS-STEAGALL ACT The Glass-Steagall Act and other applicable laws
prohibit Federally chartered or supervised banks from engaging in certain
aspects of the business of issuing, underwriting, selling and/or
distributing securities, although banks such as the Manager are permitted
to purchase and sell securities upon the order and for the account of their
customers. The Manager has advised the Fund of its belief that it may
perform the services for the Fund contemplated by the Management
Agreement and this Prospectus without violating the Glass-Steagall Act
or other applicable banking laws or regulations. The Manager has pointed
out, however, that future changes in either Federal or state statutes and
regulations relating to permissible activities of banks and their
subsidiaries and affiliates, as well as future judicial or administrative
decisions or interpretations of present and future statutes and
regulations,
Page 17
could prevent the Manager from continuing to perform
such services for the Fund. If the Manager were to be prevented from
providing such services to the Fund, the Fund's Board of Trustees would
review the Fund's relationship with the Manager and consider taking all
actions necessary in the circumstances. See "Management Agreement-
Glass-Steagall Act" in the Statement of Additional Information.
THE SHAREHOLDER SERVICES GROUP, INC. IS THE FUND'S TRANSFER AGENT.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN The
Shareholder Services Group, Inc., a subsidiary of First Data Corporation,
P.O. Box 9671, Providence, Rhode Island 02940-9671, is the Fund's
Transfer and Dividend Disbursing Agent (the "Transfer Agent"). The Bank
of New York, 110 Washington Street, New York, New York 10286, is the
Fund's Custodian.
EXPENSES All expenses incurred in the operation of the Fund are borne
by the Fund, except to the extent specifically assumed by the Manager. The
expenses borne by the Fund include the following: organizational costs,
taxes, interest, loan commitment fees, interest paid on securities sold
short, brokerage fees and commissions, if any, fees of Trustees who are
not officers, directors, employees or holders of 5% or more of the
outstanding voting securities of the Manager, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory fees, charges
of custodians, transfer and dividend disbursing agents' fees, certain
insurance premiums, industry association fees, outside auditing and legal
expenses, costs of maintaining the Fund's existence, costs of independent
pricing services, costs attributable to investor services (including,
without limitation, telephone and personnel expenses), costs of
shareholders' reports and meetings and any extraordinary expenses. Class
A and Class B shares are subject to an annual service fee for ongoing
personal services relating to shareholder accounts and services related to
the maintenance of shareholder accounts. In addition, Class B shares are
subject to an annual distribution fee for advertising, marketing and
distributing Class B shares pursuant to a distribution plan adopted in
accordance with Rule 12b-1 under the Investment Company Act of 1940.
See "Distribution Plan and Shareholder Services Plan." Expenses
attributable to a particular Series are charged against the assets of that
Series; other expenses of the Fund are
Page 18
allocated between the Series on the basis determined by the Board of
Trustees, including, but not limited to, proportionately in relation to the
net assets of each Series.
HOW TO BUY FUND SHARES
THE FUND OFFERS A NUMBER OF CONVENIENT WAYS TO PURCHASE SHARES.
INFORMATION APPLICABLE TO ALL PURCHASERS The Fund's distributor is
Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus,
located at 200 Park Avenue, New York, New York 10166. The shares it
distributes are not deposits or obligations of The Dreyfus Security
Savings Bank, F.S.B. or the Manager and therefore are not insured by the
FDIC.
When purchasing Series shares, you must specify whether the
purchase is for Class A, Class B or Class F shares. Class A and Class B
shares are offered to the general public and may be purchased through a
number of institutions, including the Manager and its affiliates, other
Service Agents, and directly through the Distributor. Orders for purchases
of Class F shares may be placed only for clients of the Manager or its
affiliates for their Fiduciary Accounts maintained at the Manager or one
of its affiliates. Share certificates will not be issued. The Fund reserves
the right to reject any purchase order.
YOU CAN OPEN AN ACCOUNT WITH AS LITTLE AS $1,000 ($250 FOR IRAS OR
OTHER PERSONAL RETIREMENT PLANS). SUBSEQUENT INVESTMENTS CAN BE
AS LITTLE AS $100.
The minimum initial investment for each Class is $1,000. However,
for IRAs and other personal retirement plans, the minimum initial
investment is $250. All subsequent investments must be at least $100.
The initial investment must be accompanied by the Fund's Account
Application. The Manager and Service Agents may impose initial or
subsequent investment minimums which are higher or lower than those
specified above and may impose different minimums for different types of
accounts or purchase arrangements.
NET ASSET VALUE 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 BUSINESS DAY.
Series shares are sold on a continuous basis. Net asset value per
share of each Class is determined as of the close of trading on the floor of
the New York Stock Exchange (currently 4:00 p.m., New York time), on each
business day (which, as used herein, shall include each day the New York
Stock Exchange is open for business, except Martin Luther King, Jr. Day,
Columbus Day and Veterans' Day). For purposes of determining net asset
value per share, options and futures contracts will be valued 15 minutes
after the close of trading on
Page 19
the floor of the New York Stock
Exchange. Net asset value per share of each Class is computed by dividing
the value of the Series' 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 Series' investments are valued each business day
generally by using available market quotations or at fair value which may
be determined by one or more pricing services approved by the Board of
Trustees. Each pricing service's procedures are reviewed under the general
supervision of the Board of Trustees. For further information regarding
the methods employed in valuing the Series' investments, see
"Determination of Net Asset Value" in the Fund's Statement of Additional
Information.
If an order is received by the Transfer Agent by the close of trading
on the floor of the New York Stock Exchange (currently 4:00 p.m., New York
time) on a business day, Series 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, Series 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 Class A or Class B shares are purchased through a
dealer as provided below.
Orders for the purchase of Class A or Class B 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 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 before the close of its business day.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an
account. See "Dividends, Distributions and Taxes" and the Fund's Account
Application for further information concerning this requirement. Failure
to furnish a certified TIN to the Fund could subject the investor to a $50
penalty imposed by the Internal Revenue Service (the "IRS").
Page 20
Copies of the Fund's Prospectus and Statement of Additional
Information may be obtained from the Distributor, the Manager, certain
affiliates of the Manager or certain Service Agents, as well as from the
Fund.
CLASS A SHARES ARE SOLD WITH A MAXIMUM 3.0% SALES LOAD. THERE ARE
SEVERAL WAYS TO REDUCE OR ELIMINATE THE SALES LOAD.
CLASS A SHARES The public offering price of Class A shares is the net
asset value per share of that Class plus a sales load as shown below:
<TABLE>
TOTAL SALES LOAD
AS A % OF AS A % OF
OFFERING NET ASSET DEALER'S
PRICE PER VALUE PER REALLOWANCE
CLASS A CLASS A AS A % OF
AMOUNT OF TRANSACTION SHARE SHARE OFFERING PRICE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $100,000 3.00 3.10 2.75
$100,000 to less than $500,000 2.50 2.55 2.25
$500,000 to less than $1,000,000 2.00 2.00 1.75
$1,000,000 and above 1.00 1.00 1.00
</TABLE>
Full-time employees of NASD member firms and full-time employees
of other financial institutions which have entered into an agreement with
the Distributor pertaining to the sale of Class A shares (or which
otherwise have a brokerage-related or clearing arrangement with an NASD
member firm or other financial institution with respect to sales of Class
A shares) may purchase Class A shares for themselves or for their
spouses or minor children, and accounts opened by a bank, trust company
or thrift institution, acting as a fiduciary, may purchase Class A shares
for themselves or itself, as the case may be, at net asset value, provided
that they have furnished the Distributor appropriate notification of such
status at the time of the investment and such other 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 may be purchased at net asset value for Fund
accounts registered under the Uniform Gifts to Minors Act or Uniform
Transfers to Minors Act which are opened through FCIS. Class A shares
also are offered at net
asset value to directors, employees and retired employees of First
Chicago Corporation, or any of its affiliates and
Page 21
subsidiaries, Board
members of a fund advised by the Manager, including members of the
Fund's Board, or the spouse or minor child of any of the foregoing.
Class A shares will be offered at net asset value without a
sales load to employees participating in qualified or non-qualified
employee benefit plans or other programs where (i) the employers or
affiliated employers maintaining such plans or programs have a minimum
of 250 employees eligible for participation in such plans or programs or
(ii) such plan's or program's aggregate investment in the Fund, and certain
other funds advised by the Manager or Dreyfus exceeds one million dollars
("Eligible Benefit Plans"). Plan sponsors, administrators or trustees, as
applicable, are responsible for notifying the Distributor when the relevant
requirement is satisfied.
CLASS B SHARES HAVE NO INITIAL SALES CHARGE IMPOSED AT THE TIME OF
PURCHASE.
CLASS B SHARES The public offering price for Class B shares is the net
asset value per share of that Class. No initial sales charge is imposed at
the time of purchase. A CDSC is imposed, however, on certain redemptions
of Class B shares as described under "How to Redeem Fund Shares." FCIS
may compensate certain Service Agents for selling Class B shares at the
time of purchase from its own assets. Proceeds of the CDSC and
distribution fees payable to FCIS, in part, are used to defray these
expenses.
CLASS F SHARES ARE SOLD WITHOUT A SALES LOAD.
CLASS F SHARES The public offering price for Class F shares is the net
asset value per share of that Class. No sales charge is imposed for Class F
shares.
INVESTORS MAY CONTACT THEIR INVESTMENT REPRESENTATIVE OR SERVICE
AGENT TO LEARN HOW TO PURCHASE FUND SHARES.
PURCHASING SHARES THROUGH ACCOUNTS WITH THE MANAGER OR A
SERVICE AGENT Investors who desire to purchase Fund shares through
their accounts at the Manager or its affiliates or a Service Agent should
contact such entity directly for appropriate instructions, as well as for
information about conditions pertaining to the account and any related
fees. The Manager and its affiliates may charge clients direct fees for
services provided to clients as fiduciary or agent in connection with
accounts through which shares are purchased. These fees, if any, would be
in addition to management fees received by the Manager under the
Management Agreement. Service Agents also may charge clients direct
fees for effecting transactions in
Page 22
Class A or Class B shares. These
fees, if any, would be in addition to fees received by a Service Agent under
the Shareholder Services Plan. Each Service Agent has agreed to transmit
to its clients a schedule of such fees. The Manager and its affiliates may
receive different levels of compensation for selling different classes of
shares. In addition, the Manager and Service Agents may receive different
levels of compensation for selling different Classes of shares and may
impose minimum account and other conditions, including conditions which
might affect the availability of certain shareholder privileges described
in this Prospectus. It is the responsibility of the Manager and Service
Agents to transmit orders on a timely basis.
PURCHASING SHARES THROUGH THE DISTRIBUTOR (Class A and Class B
Shares Only; Not Applicable to Class F Shares) Class A and Class B shares
may be purchased directly through the Distributor by check or wire, or
through the TELETRANSFER Privilege described below. The initial
investment must be accompanied by the Fund's Account Application which
can be obtained from the Distributor. Checks should be made payable to
"The First Prairie Family of Funds." Payments to open new accounts which
are mailed should be sent to The First Prairie Family of Funds, P.O. Box
9387, Providence, Rhode Island 02940-9387, together with the investor's
Account Application indicating the name of the Series and Class of shares
being purchased. For subsequent investments, the investor's Fund account
number should appear on the check and an investment slip should be
enclosed and sent to The First Prairie Family of Funds, P.O. Box 105,
Newark, New Jersey 07101-0105. Neither initial nor subsequent
investments should be made by third party check. A charge will be imposed
if any check used for investment in an investor's account does not clear.
All payments should be in U.S. dollars and, to avoid fees and delays, should
be drawn only on U.S. banks.
Wire payments may be made for the purchase of Class A or Class B
shares if the investor's 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 or Chicago. Immediately available
funds may be transmitted by wire to The Bank of New York, DDA
#8900117656/First Prairie U.S. Government Income Fund-Intermediate
Series-Class A shares, DDA #8900115378/First Prairie U.S.
Page 23
Government Income Fund-Intermediate Series-Class B shares or DDA
#8900117672/ First Prairie U.S. Government Income Fund-Intermediate
Series-Class F shares, as the case may be, for purchase of shares in the
investor's name. The wire must include the name of the Series being
purchased, the investor's account number (for new accounts, the
investor's TIN should be included instead), account registration and dealer
number, if applicable. If an investor's initial purchase of shares of the
Series is by wire, the investor should call 1-800-645-6561 after
completing his wire payment to obtain his Fund account number. An
investor must include his Fund account number on the Fund's Account
Application and promptly mail the Account Application to the Fund, as no
redemption will be permitted until the Account Application is received.
Further information about remitting funds in this manner is provided in
"Payment and Mailing Instructions" on the Fund's Account Application.
Subsequent investments for Class A or Class B shares 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. The investor must direct the institution to transmit
immediately available funds through the Automated Clearing House to The
Bank of New York with instructions to credit the investor's Fund account.
The instructions must specify the investor's Fund account registration and
Fund account number PRECEDED BY THE DIGITS "1111."
REDUCED SALES LOADS APPLY TO COMBINED PURCHASES OF $100,000 OR
MORE OF CLASS A SHARES AND SHARES OF OTHER ELIGIBLE FIRST PRAIRIE
FUNDS.
RIGHT OF ACCUMULATION-CLASS A SHARES Reduced sales loads apply to
any purchase of Class A shares, shares of other funds advised by the
Manager which are sold with a sales load or acquired by a previous
exchange of shares purchased with a sales load and shares of certain other
funds advised by Dreyfus which are sold with a sales load (hereinafter
referred to as "Eligible Funds") by an investor and any related "purchaser"
as defined in the Statement of Additional Information, where the
aggregate investment, including such purchase, is $100,000 or more. If,
for example, an investor previously purchased and still holds Class A
shares of the Fund, or of any other Eligible Fund or combination thereof,
with an aggregate current market value of $90,000 and subsequently
purchases Class A shares of the Series or an Eligible Fund having a current
value of
Page 24
$20,000, the sales load applicable to the subsequent
purchase would be reduced to 2.50% of the offering price (2.55% of the net
asset value). 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 a purchase an
investor or his 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 an investor's holdings
through a check of appropriate records.
YOU CAN PURCHASE ADDITIONAL CLASS A OR CLASS B SHARES BY
TELEPHONE AFTER YOU SUPPLY THE NECESSARY INFORMATION ON YOUR
ACCOUNT APPLICATION.
TELETRANSFER PRIVILEGE An investor may purchase Class A or Class B
shares (minimum $500, maximum $150,000 per day) by telephone if he has
checked the appropriate box and supplied the necessary information on the
Fund's Account Application or has 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 the investor's 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.
Investors who have selected the TELETRANSFER Privilege may
request a TELETRANSFER purchase of Class A or Class B shares by calling
1-800-227-0072 or, if calling from overseas, 1-401-455-3309.
SHAREHOLDER SERVICES
The Exchange Privilege and Auto-Exchange Privilege are available to
shareholders of any Class. The other services and
privileges described under this heading are available only for Class A or
Class B shareholders.
In addition, such services and privileges may not be available to
clients of certain Service Agents and some Service Agents may impose
certain conditions on their clients which
Page 25
are different from those
described in this Prospectus. Each investor should consult his Service
Agent in this regard.
THERE IS NO CHARGE FOR EXCHANGES WITH CERTAIN OTHER FIRST PRAIRIE
MUTUAL FUNDS.
EXCHANGE PRIVILEGE The Exchange Privilege enables an investor to
purchase, in exchange for Class A, Class B or Class F shares of the Series,
shares of the same class of certain other funds advised by the Manager or
Dreyfus, to the extent such shares are offered for sale in the investor's
state of residence. These funds have different investment objectives that
may be of interest to investors. The Exchange Privilege may be expanded
to permit exchanges between the Fund and other funds that, in the future,
may be advised by the Manager. Investors will be notified of any such
change. If an investor desires to use this Privilege, he should consult the
Manager or the affiliate of the Manager at which the investor maintains
his account, his Service Agent or the Distributor to determine if it is
available and whether any conditions are imposed on its use.
To use this Privilege, an investor or his Service Agent acting on his
behalf must give exchange instructions, with respect to Class A or Class
B, to the Transfer Agent in writing, by wire or by telephone, or, with
respect to Class F, in accordance with the instructions pertaining to his
account at the Manager or its affiliates. If an investor previously has
established the Telephone Exchange Privilege, he may telephone exchange
instructions for Class A or Class B shares by calling 1-800-227-0072, or
if calling from overseas, 1-401-455-3309. See "How to Redeem Fund
Shares-Procedures." Before any exchange, the investor 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 from the
Distributor, the Manager or certain affiliates of the Manager or certain
Service Agents. 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. Telephone exchanges may be made only if the appropriate "YES" box
has been checked on the Account Application, or a separate signed
Shareholder Services Form is on file with the Transfer Agent. Upon an
exchange into a new account, the following shareholder services and
privileges, as applicable and where available, will be automat-
Page 26
ically
carried over to the fund into which the exchange is made: 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 may be charged with respect to exchanges of Class
A shares into funds sold with a sales load. No CDSC will be imposed on
Class B shares at the time of an exchange; however, Class B shares
acquired through an exchange will be subject on redemption to the higher
CDSC applicable to the exchanged or acquired shares. The CDSC applicable
on redemption of the acquired Class B shares will be calculated from the
date of the initial purchase of the Class B shares exchanged. If an investor
is exchanging Class A shares into a fund that charges a sales load, the
investor may qualify for share prices which do not include the sales load
or which reflect a reduced sales load, if the shares of the fund from which
the investor is 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 an exchange, the investor must notify the Transfer Agent or the
investor's Service Agent must notify the Distributor. Any such
qualification is subject to confirmation of the investor's holdings through
a check of appropriate records. See "Shareholder Services" in the
Statement of Additional Information. No fees currently are charged
shareholders directly in connection with exchanges, although the Fund
reserves the right, upon not less than 60 days' written notice, to charge
shareholders a nominal fee in accordance with rules promulgated by the
Securities and Exchange Commission. The Fund reserves the right to reject
any exchange request in whole or in part. The Exchange Privilege may be
modified or terminated at any time upon notice to shareholders.
The exchange of shares of one fund for shares of another is treated
for Federal income tax purposes as a sale of the shares given in exchange
by the shareholder and, therefore, an exchanging shareholder may realize a
taxable gain or loss.
Page 27
YOU CAN EXCHANGE AUTOMATICALLY CLASS A, CLASS B OR CLASS F SHARES
FOR SHARES OF THE SAME CLASS OF CERTAIN OTHER FIRST PRAIRIE FUNDS
AT REGULAR INTERVALS WHICH YOU SELECT.
AUTO-EXCHANGE PRIVILEGE The Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or
annual basis), in exchange for Class A, Class B or Class F shares of the
Series, in shares of the same class of certain other funds in the First
Prairie Family of Funds or certain funds advised by Dreyfus of which he is
currently an investor. The amount an investor designates, which can be
expressed either in terms of a specific dollar or share amount ($100
minimum), will be exchanged automatically on the first and/or fifteenth
of the month according to the exchange schedule that the investor has
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 shares at the time of an exchange; however, Class B shares
acquired through an exchange will be subject on redemption to the higher
CDSC applicable to the exchanged or acquired shares. The CDSC applicable
on redemption of the acquired Class B shares will be calculated from the
date of the initial purchase of the Class B shares exchanged. See
"Shareholder Services" in the Statement of Additional Information. The
right to exercise this Privilege may be modified or canceled by the Fund or
the Transfer Agent. An investor or the investor's Service Agent may
modify or cancel the investor's exercise of this Privilege at any time by
writing to The First Prairie Family of Funds, P.O. Box 9671, Providence,
Rhode Island 02940-9671. The Fund may charge a service fee for the use
of this Privilege. No such fee currently is contemplated. The exchange
of shares of one fund for shares of another is treated for Federal income
tax purposes as a sale of the shares given in exchange by the shareholder
and, therefore, an exchanging shareholder may realize a taxable gain or
loss. For more information concerning this Privilege and the funds eligible
to participate in this Privilege, or to obtain an Auto-Exchange
Authorization Form, please call toll-free in Illinois 1-800-621-6592, or,
outside Illinois 1-800-537-4938 if Fund shares were purchased through
FCIS, or 1-800-645-6561 if Fund shares were purchased through the
Distributor.
Page 28
YOU CAN PURCHASE CLASS A OR CLASS B SHARES AUTOMATICALLY AT
REGULAR INTERVALS WHICH YOU SELECT.
AUTOMATIC ASSET BUILDER AUTOMATIC Asset Builder permits an
investor to purchase Class A or Class B shares (minimum of $100 and
maximum of $150,000 per transaction) at regular intervals selected by
the investor. Class A or Class B shares are purchased by transferring
funds from the bank account designated by the investor. At the investor's
option, the account designated by the investor will be debited in the
specified amount, and Fund shares will be purchased, once a month, on
either the first or fifteenth day, or twice a month, on both days. Only an
account maintained at a domestic financial institution which is an
Automated Clearing House member may be so designated. To establish an
AUTOMATIC Asset Builder account, the investor must file an authorization
form with the Transfer Agent. The necessary authorization form may be
obtained from the Distributor, the Manager, certain affiliates of the
Manager or certain Service Agents. An investor may cancel his
participation in this Privilege or change the amount of purchase at any
time by mailing written notification to The First Prairie Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671, 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.
MANY FEDERAL PAYMENTS ARE ELIGIBLE FOR FULL OR PARTIAL DIRECT
DEPOSIT INTO YOUR FUND ACCOUNT TO PURCHASE CLASS A OR CLASS B
SHARES.
GOVERNMENT DIRECT DEPOSIT PRIVILEGE Government Direct Deposit
Privilege enables an investor to purchase Class A or Class B 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 the
investor's Fund account. An investor may deposit as much of such
payments as he elects. To enroll in Government Direct Deposit, the
investor must file with the Transfer Agent a completed Direct Deposit
Sign-Up Form for each type of payment the investor desires to include in
this Privilege. The appropriate form may be obtained from the Distributor,
the Manager, certain affiliates of the Manager or certain Service Agents.
Death or legal incapacity will terminate an investor's participation in this
Privilege. An investor may elect at any time to terminate his participation
by notifying in writing the appropriate Federal agency. Further, the Fund
may terminate an investor's participation upon 30 days' notice to the
investor.
Page 29
YOU CAN WITHDRAW A SPECIFIED DOLLAR AMOUNT FROM YOUR FUND
ACCOUNT EVERY MONTH OR QUARTER.
AUTOMATIC WITHDRAWAL PLAN The Automatic Withdrawal Plan permits
an investor in Class A or Class B shares to request withdrawal of a
specified dollar amount (minimum of $50) on either a monthly or quarterly
basis if the investor has a $5,000 minimum account. An Application for
the Automatic Withdrawal Plan can be obtained from the Distributor, the
Manager or certain affiliates of the Manager. The Automatic Withdrawal
Plan may be ended at any time by the investor, the Fund or the Transfer
Agent.
Class B shares withdrawn pursuant to the Automatic
Withdrawal Plan will be subject to any applicable CDSC. Purchases of
additional Class A shares where a sales load is imposed concurrently with
withdrawals of Class A shares generally are undesirable.
YOU CAN "SWEEP" YOUR DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
INTO CERTAIN OTHER FIRST PRAIRIE MUTUAL FUNDS.
DIVIDEND OPTIONS Dividend Sweep enables an investor in Class A or
Class B shares 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 First Prairie Family of Funds or certain other funds
advised or administered by Dreyfus of which the investor is 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 an investor is investing in a
fund that charges a sales load, the investor may qualify for share prices
which do not include the sales load or which reflect a reduced sales load.
If an investor is investing in a fund that charges a CDSC, the shares
purchased will be subject to the CDSC, if any, applicable to the purchased
shares. See "Shareholder Services" in the Statement of Additional
Information. Dividend ACH permits a shareholder to transfer
electronically on the payment date their 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, investors should call toll free in Illinois 1-800-
621-6592; or outside Illinois, 1-800-537-4938 if Fund shares were
purchased through FCIS, or 1-800-645-6561 if Fund shares were
purchased through the Distributor. To cancel
Page 30
these privileges, the
investor or the investor's Service Agent must mail written notification to
The First Prairie Family of Funds, P.O. Box 9671, Providence, Rhode Island
02940-9671. Enrollment in or cancellation of these privileges is effective
three business days following receipt by the Transfer Agent. 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 these privileges.
BY SIGNING A LETTER OF INTENT TO PURCHASE ADDITIONAL SHARES
WITHIN 13 MONTHS, YOU BECOME ELIGIBLE FOR ANY REDUCED SALES
CHARGES APPLYING TO THE TOTAL PURCHASE.
LETTER OF INTENT-CLASS A SHARES By signing a Letter of Intent form,
available from the Distributor, the Manager, certain affiliates of the
Manager or certain Service Agents, an investor becomes 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 the investor holds (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 the investor does
not purchase the full amount indicated in the Letter of Intent. The escrow
will be released when the investor fulfills the terms of the Letter of
Intent by purchasing the specified amount. If the investor's purchases
qualify for a further sales load reduction, the sales load will be adjusted
to reflect the investor's total purchase at the end of 13 months. If total
purchases are less than the amount specified, the investor will be
requested to remit an amount equal to the difference between the sales
load actually paid and the sales load applicable to the aggregate purchases
actually made. If such remittance is not received within 20 days, the
Transfer Agent, as attorney-in-fact pursuant to the terms of the Letter of
Intent, will redeem an appropriate number of Class A shares held in
escrow to realize the difference. Signing a Letter of Intent does not bind
the
Page 31
investor to purchase, or the Fund to sell, the full amount indicated at
the sales load in effect at the time of signing, but the investor must
complete the intended purchase to obtain the reduced sales load. At the
time an investor purchases Eligible Fund shares, he must indicate his
intention to do so under a Letter of Intent.
HOW TO REDEEM FUND SHARES
YOU CAN REDEEM FUND SHARES AT ANY TIME.
GENERAL An investor may request redemption of his shares at any time.
Redemption requests for Class A or Class B shares should be transmitted
to the Transfer Agent as described below. An investor who has purchased
Class F shares through his Fiduciary Account must redeem shares by
following instructions pertaining to such account. It is the responsibility
of the Manager to transmit the redemption order to the Transfer Agent and
credit the investor's account with the redemption proceeds on a timely
basis. When a request is received in proper form, the Fund will redeem the
shares at the next determined net asset value as described below. If an
investor holds Fund shares of more than one Class, any request for
redemption must specify the Class of shares being redeemed. If an
investor fails to specify the Class of shares to be redeemed or if an
investor owns fewer shares of the Class than specified to be redeemed,
the redemption request may be delayed until the Transfer Agent receives
further instructions from the investor or his Service Agent.
The Fund imposes no charges (other than any applicable CDSC with
respect to Class B shares) when shares are redeemed. Service Agents may
charge a nominal fee for effecting redemptions of Class A or Class B
shares. The value of the shares redeemed may be more or less than their
original cost, depending upon the Fund's then-current net asset value.
The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in
proper form, except as provided by the rules of the Securities and
Exchange Commission. HOWEVER, IF AN INVESTOR HAS PURCHASED CLASS A
OR CLASS B SHARES BY CHECK, BY TELETRANSFER PRIVILEGE OR THROUGH
AUTOMATIC ASSET BUILDER
Page 32
AND SUBSEQUENTLY SUBMITS A WRITTEN
REDEMPTION REQUEST TO THE TRANSFER AGENT, THE REDEMPTION
PROCEEDS WILL BE TRANSMITTED TO THE INVESTOR PROMPTLY UPON BANK
CLEARANCE OF THE INVESTOR'S PURCHASE CHECK, TELETRANSFER
PURCHASE OR AUTOMATIC ASSET BUILDER ORDER, WHICH MAY TAKE UP TO
EIGHT BUSINESS DAYS OR MORE. IN ADDITION, THE FUND WILL REJECT
REQUESTS TO REDEEM CLASS A OR CLASS B 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 AUTOMATIC ASSET BUILDER
ORDER AGAINST WHICH SUCH REDEMPTION IS REQUESTED. THESE
PROCEDURES WILL NOT APPLY IF THE INVESTOR'S CLASS A OR CLASS B
SHARES WERE PURCHASED BY WIRE PAYMENT OR IF THE INVESTOR
OTHERWISE HAS A SUFFICIENT COLLECTED BALANCE IN HIS FUND ACCOUNT
TO COVER THE REDEMPTION REQUEST. PRIOR TO THE TIME ANY REDEMPTION
IS EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL ACCRUE AND BE PAYABLE,
AND THE INVESTOR WILL BE ENTITLED TO EXERCISE ALL OTHER RIGHTS OF
BENEFICIAL OWNERSHIP. Fund shares will not be redeemed until the
Transfer Agent has received the investor's Account Application.
The Fund reserves the right to redeem an investor's account at the
Fund's option upon not less than 30 days' written notice if the 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 FCIS and other Service Agents is imposed on any redemption of Class B
shares which reduces the current net asset value of an investor's Class B
shares to an amount which is lower than the dollar amount of all payments
by the investor for the purchase of Class B shares of the Fund held by the
investor 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 an investor's Class B shares above the dollar
amount of all the investor's payments for the purchase of Class B shares
of the Fund held by the investor 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 Series' performance,
Page 33
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:
<TABLE>
<CAPTION>
CDSC AS A % OF
YEAR SINCE PURCHASE AMOUNT INVESTED OR
PAYMENT WAS MADE REDEMPTION PROCEEDS
<S> <C> <C>
First 3.00
Second 3.00
Third 2.00
Fourth 2.00
Fifth 1.00
Sixth 0.00
</TABLE>
In determining whether a CDSC is applicable to a redemption, the
calculation will be made in a manner that results in the lowest possible
rate. It will be assumed that the redemption is made first of amounts
representing shares acquired pursuant to the reinvestment of dividends
and distributions; then of amounts representing the increase in net asset
value of Class B shares above the total amount of payments for the
purchase of Class B shares made during the preceding five years; then of
amounts representing the cost of shares purchased five years prior to the
redemption; and finally, of amounts representing the cost of shares held
for the longest period of time within the applicable five-year period.
For example, assume an investor purchased 100 shares at $10 a share
for a cost of $1,000. Subsequently, the shareholder acquired five
additional shares through dividend reinvestment. During the second year
after the purchase the investor decided to redeem $500 of his or her
investment. Assuming at the time of the redemption the 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).
Page 34
Therefore, $240 of the $500 redemption
proceeds ($500 minus $260) would be charged at a rate of 3% (the
applicable rate in the second year after purchase) for a total CDSC of
$7.20.
WAIVER OF CDSC The CDSC will be waived in connection with (a)
redemptions made within one year after the death or disability, as defined
in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended (the
"Code"), of the shareholder, (b) redemptions by Eligible Benefit Plans, (c)
redemptions as a result of a combination of any investment company with
the Fund by merger, acquisition of assets or otherwise, (d) a distribution
following retirement under a tax-deferred retirement plan or upon
attaining age 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 by
such shareholders as the Securities and Exchange Commission or its staff
may permit. If the Fund's Trustees determine to discontinue the waiver of
the CDSC, the disclosure in the Fund's prospectus will be revised
appropriately. Any Fund shares subject to a CDSC which were purchased
prior to the termination of such waiver will have the CDSC waived as
provided in the Fund's prospectus at the time of the purchase of such
shares.
To qualify for a waiver of the CDSC, at the time of redemption the
investor must notify the Transfer Agent or the investor's Service Agent
must notify the Distributor or FCIS. Any such qualification is subject to
confirmation of your entitlement.
THE FUND OFFERS A NUMBER OF CONVENIENT WAYS TO ACCESS YOUR CLASS
A OR CLASS B INVESTMENT.
CLASS A AND CLASS B PROCEDURES An investor who has purchased
Class A or Class B shares may redeem Class A or Class B shares by using
the regular redemption procedure through the Transfer Agent, the Wire
Redemption Privilege, the Telephone Redemption Privilege, or the
TELETRANSFER Privilege, as described below. If an investor has given his
Service Agent authority to instruct the Transfer Agent to redeem shares
and to credit the proceeds of such redemption to a designated account at
the Service Agent, the investor may redeem shares only in this manner and
in accordance with a written redemption request pursuant to the regular
redemption procedure described below. Investors who wish to use the
other redemption methods described below must arrange with
their Service Agents for delivery of the required application(s) to the
Page 35
Transfer Agent. It is the responsibility of the Service Agent to transmit
the redemption order and credit the investor's account with the
redemption proceeds on a timely basis. Investors are urged to consult
their Service Agents for instructions concerning redemption of Fund
shares held in IRAs or other personal retirement plans.
An investor's redemption request may direct that the redemption
proceeds be used to purchase shares of other funds advised by the Manager
or advised or administered by Dreyfus that are not available through the
Exchange Privilege. The applicable CDSC will be charged upon the
redemption of Class B shares. The investor's redemption proceeds will be
invested in shares of the other fund on the next business day. Before
making such a request, the investor must obtain and should review a copy
of the current prospectus of the fund being purchased. Prospectuses may
be obtained from the Manager, the Distributor or certain Service Agents.
The prospectus will contain information concerning minimum investment
requirements and other conditions that may apply to the investor's
purchase.
An investor may redeem or exchange Class A or Class B shares by
telephone if the investor has checked the appropriate box on the Fund's
Account Application or has filed a Shareholder Services Form with the
Transfer Agent. By selecting a telephone redemption or exchange privilege,
an investor authorizes the Transfer Agent to act on telephone 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. 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, investors may
experience difficulty in contacting the Transfer Agent by telephone to
request a redemption or exchange of Class A or Class B shares. In such
cases, investors should consider using the other redemption procedures
described herein for Class A or Class B shares. Use of these other
redemption
Page 36
procedures may result in the investor's redemption request
being processed at a later time than it would have been if telephone
redemption had been used. During the delay, the Series' net asset value
may fluctuate.
REGULAR REDEMPTION Under the regular redemption procedure, an
investor may redeem Class A or Class B shares by written request,
indicating the Class of shares being redeemed, mailed to The First Prairie
Family of Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671.
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.
For further information with respect to signature-guarantees, please call
the telephone number listed on the cover.
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.
YOU CAN REDEEM SHARES BY WIRE IF YOU CHECK THE APPROPRIATE BOX ON
YOUR ACCOUNT APPLICATION.
WIRE REDEMPTION PRIVILEGE An investor may request by wire or
telephone that redemption proceeds (minimum $1,000) be wired to the
investor's account at a bank which is a member of the Federal Reserve
System, or a correspondent bank if the investor's bank is not a member. To
establish the Wire Redemption Privilege, an investor must check the
appropriate box and supply the necessary information on the Fund's
Account Application or file a Shareholder Services Form with the Transfer
Agent. An investor may direct that redemption proceeds be paid by check
(maximum $150,000 per day) made out to the owners of record and mailed
to the investor's address. Redemption proceeds of less than $1,000 will be
paid automatically by check. Holders of jointly registered Fund or bank
accounts may have redemption proceeds of only up to $250,000 wired
within any 30-day period. An investor may telephone
Page 37
redemption requests
by calling 1-800-227-0072 or, if calling from overseas, 1-401-455-
3309. The Fund reserves the right to refuse any redemption request,
including requests made shortly after a change of address, and may limit
the amount involved or the number of such requests. This Privilege may be
modified or terminated at any time by the Transfer Agent or the Fund.
Shares held under Keogh Plans, IRAs or other retirement plans are not
eligible for this privilege.
TELEPHONE REDEMPTION PRIVILEGE An investor may redeem Fund shares
(maximum $150,000 per day) by telephone if he has checked the
appropriate box on the Fund's Account Application or has filed a
Shareholder Services Form with the Transfer Agent. The redemption
proceeds will be paid by check and mailed to the investor's address. An
investor may telephone redemption instructions by calling 1-800-221-
0072 or, if calling from overseas, 1-401-455-3309. The Fund reserves the
right to refuse any request made by telephone, including requests made
shortly after a change of address, and may limit the amount involved or
the number of telephone redemption requests. This Privilege may be
modified or terminated at any time by the Transfer Agent or the Fund.
Shares held under Keogh Plans, IRAs or other retirement plans are not
eligible for this privilege.
CALL 1-800-227-0072 FOR TELETRANSFER TRANSACTIONS.
TELETRANSFER PRIVILEGE An investor may redeem Class A or Class B
shares (minimum $500 per day) by telephone if he has checked the
appropriate box and supplied the necessary information on the Fund's
Account Application or has filed a Shareholder Services Form with the
Transfer Agent. The proceeds will be transferred between the investor's
Fund account and the bank account designated in one of these documents.
Only such an account maintained in a domestic financial institution which
is an Automated Clearing House member may be so designated. Redemption
proceeds will be on deposit in the investor's account at an Automated
Clearing House member bank ordinarily two days after receipt of the
redemption request or, at the investor's request, paid by check (maximum
$150,000 per day) and mailed to his address. Holders of jointly registered
Fund or bank accounts may redeem through the TELETRANSFER
Privilege for transfer to their bank account only up to $250,000 within
any 30-day period. The Fund reserves the
Page 38
right to refuse any request made
by telephone, including requests made shortly after a change of address,
and may limit the amount involved or the number of such requests. The
Fund may modify or terminate this Privilege at any time or charge a
service fee upon notice to shareholders. No such fee currently is
contemplated.
Investors who have selected the TELETRANSFER Privilege may
request TELETRANSFER redemptions of Class A or Class B shares by
calling 1-800-227-0072 or, if calling from overseas,
1-401-455-3309. Shares of the Series held under Keogh Plans, IRAs or
other retirement plans are not eligible for this Privilege.
DISTRIBUTION PLAN AND
SHAREHOLDER SERVICES PLAN
Class A and Class B shares are subject to a Shareholder Services
Plan and Class B shares only are subject to a Distribution Plan.
DISTRIBUTION PLAN-Under the Distribution Plan, adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940, the Fund pays
for advertising, marketing and distributing Class B shares at an annual
rate of up to .50 of 1% of the value of the average daily net assets of
Class B. Under the Distribution Plan, the Fund may make payments to
Service Agents, including FCIS and the Distributor, in respect of these
services. The Fund determines the amounts to be paid to Service Agents.
Service Agents receive such fees in respect of the average daily value of
Class B shares owned by their clients. From time to time, Service Agents
may defer or waive receipt of fees under the Distribution Plan while
retaining the ability to be paid by the Fund under the Distribution Plan
thereafter. The fees payable to Service Agents under the Distribution Plan
for advertising, marketing and distributing Class B shares are payable
without regard to actual expenses incurred.
SHAREHOLDER SERVICES PLAN-Under the Shareholder Services Plan, the
Fund pays Service Agents, including FCIS and the Distributor, for the
provision of certain services to the
Page 39
holders of Class A and Class B
shares a fee at the annual rate of up to .25 of 1% of the value of the
average daily net assets of Class A and Class B. The services provided may
include personal services relating to shareholder accounts, such as
answering shareholder inquiries regarding the Fund and providing reports
and other information, and services related to the maintenance of
shareholder accounts. The Fund determines the amounts to be paid to
Service Agents. Each Service Agent is required to disclose to its clients
any compensation payable to it by the Fund pursuant to the Shareholder
Services Plan and any other compensation payable by their clients in
connection with the investment of their assets in Class A or Class B
shares.
DIVIDENDS, DISTRIBUTIONS
AND TAXES
THE SERIES DECLARES DAILY AND PAYS MONTHLY DIVIDENDS FROM NET
INVESTMENT INCOME. YOU MAY CHOOSE WHETHER TO RECEIVE DIVIDENDS IN
CASH OR REINVEST IN ADDITIONAL SHARES.
The Series ordinarily declares dividends from net investment income on
each business day. Dividends usually are paid on the last calendar day of
each month, and are automatically reinvested in additional Series shares
at net asset value or, at the investor's option, paid in cash. The Series'
earnings for Satur-days, Sundays and holidays are declared as dividends on
the preceding business day. If an investor redeems all shares in the
investor's account at any time during the month, all dividends to which
such investor is entitled will be paid to the investor along with the
proceeds of the redemption. Shares begin accruing income dividends on the
day following the date of purchase. Distributions from net realized
securities gains, if any, generally are declared and paid once a year, but
the Series may make distributions on a more frequent basis to comply
with the distribution requirements of the Code, in all events in a manner
consistent with the provisions of the Investment Company Act of 1940.
The Series will not make distributions from net realized securities gains
unless capital loss carryovers, if any, have been utilized or have expired.
Investors may choose whether to receive dividends and distributions in
cash or to reinvest in additional Series shares of the same Class at net
asset value without a sales load. Dividends paid by each Class of
Page 40
shares of
the Series will be calculated at the same time and in the same manner and
will be of the same amount, except that the expenses attributable solely
to Class A, Class B or Class F shares will be borne exclusively by such
Class. Class B shares will receive lower per share dividends than Class A
and Class F shares and Class A shares will receive lower per share
dividends than Class F shares because of the higher expenses borne by
Class B and Class A, respectively. See "Fee Table."
Dividends derived from interest, together with distributions from
any 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 Series generally are taxable to U.S. investors
as ordinary income, whether or not reinvested in additional Series shares.
Distributions from net realized long-term securities gains, if any,
generally are taxable to U.S. investors as long-term capital gains for
Federal income tax purposes, regardless of how long shareholders have
held their shares and whether such distributions are received in cash or
reinvested in additional Series shares. The Code provides that the net
capital gains of an individual generally will not be subject to Federal
income tax at a rate in excess of 28%. Dividends and distributions may be
subject to state and local taxes. No dividend will qualify for the dividends
received deduction allowable to certain U.S. corporations.
Dividends and distributions attributable to interest from direct
obligations of the United States and paid by the Series to individuals
currently are not subject to tax in most states. Dividends and
distributions attributable to interest from other securities in which the
Series may invest may be subject to state tax. The Fund will provide
shareholders with a statement which sets forth the percentage of
dividends and distribu-tions paid by the Series that is attributable to
interest income from direct obligations of the United States.
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 Series to a foreign investor generally
are subject to U.S. nonresident withholding taxes at the rate of 30%,
unless the foreign investor claims the benefits of a lower rate specified
in a tax treaty. Distributions from net realized long-term securities gains
Page 41
paid by the Series 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, 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.
The Code provides for the "carryover" of some or all of the sales load
imposed on Class A shares if an investor exchanges his Class A shares for
shares of certain other funds advised by the Manager within 91 days of
purchase and such other fund reduces or eliminates its otherwise
applicable sales load charge for the purpose of the exchange. In this case,
the amount of the sales load charged the investor for Class A shares, up to
the amount of the reduction of the sales load charged on the exchange, is
not included in the basis of the investor's Class A shares for purposes of
computing gain or loss on the exchange, and instead is added to the basis
of the fund shares received on the exchange.
Notice as to the tax status of an investor's dividends and
distributions will be mailed to such investor annually. Each investor also
will receive periodic summaries of the investor's account which will
include information as to dividends and distributions from securities
gains, if any, paid during the year.
IF YOU HAVE NOT FURNISHED THE FUND WITH A CORRECT TAXPAYER
IDENTIFICATION NUMBER, YOU MAY BE SUBJECT TO TAX WITHHOLDING OF
31% OF ALL TAXABLE DIVIDENDS, DISTRIBUTIONS AND REDEMPTION
PROCEEDS.
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 properly
report taxable dividend and interest income on a Federal income tax
return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any
Page 42
tax withheld as a
result of backup withholding does not constitute an additional tax imposed
on the record owner of the account, and may be claimed as a credit on the
record owner's Federal income tax return.
Management of the Fund believes that the Series has qualified for the
fiscal year ended January 31, 1994 as a "regulated investment company"
under the Code. The Series intends to continue to so qualify if such
qualification is in the best interests of its shareholders. Such
qualification relieves the Series of any liability for Federal income tax to
the extent its earnings are distributed in accordance with applicable
provisions of the Code. In addition, the Series is subject to a non-
deductible 4% excise tax, measured with respect to certain undistributed
amounts of taxable investment income and capital gains, if any.
Each investor should consult his tax adviser regarding specific
questions as to Federal, state or local taxes.
PERFORMANCE INFORMATION
For purposes of advertising, performance of each Class of shares is
calculated on several bases, including current yield, 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. Class A total return figures
include the maximum initial sales charge and Class B total return figures
include any applicable CDSC. These figures also take into account any
applicable service and distribution fees. As a result, at any given time,
the performance of Class A and Class B should be expected to be lower
than that of Class F and the performance of Class B should be expected to
be lower than that of Class A and Class F. Performance for each Class will
be calculated separately.
Page 43
CURRENT YIELD IS THE FUND'S NET INVESTMENT INCOME OVER A 30-DAY
PERIOD, EXPRESSED AS AN ANNUAL PERCENTAGE AND ASSUMING ALL
INCOME IS REINVESTED.
Current yield refers to the Series' annualized net investment income
per share over a 30-day period, expressed as a percentage of the maximum
offering price, in the case of Class A, or net asset value, in the case of
Class B or Class F, per share at the end of the period. For purposes of
calculating current yield, the amount of net investment income per share
during that 30-day period, computed in accordance with regulatory
requirements, is compounded by assuming that it is reinvested at a
constant rate over a six-month period. An identical result is then assumed
to have occurred during a second six-month
period which, when added to the result for the first six months, provides
an "annualized" yield for an entire one-year period. Calculations of the
Series' current yield may reflect absorbed expenses pursuant to any
undertaking that may be in effect. See "Management of the Fund."
Average annual total return is calculated pursuant to a standardized
formula which assumes that an investment in the Series 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 Series' performance will
include the Series' average annual total return for one-, five- and ten-
year periods, or for shorter time periods depending upon the length of time
the Series has operated. Computations of average annual total return for
periods of less than one year represent an annualization of the Series'
actual total return for the applicable period.
TOTAL RETURN COMBINES THE INCOME AND PRINCIPAL CHANGES FOR A
SPECIFIED PERIOD, ASSUMING ALL DIVIDENDS AND DISTRIBUTIONS ARE
REINVESTED.
Total return is computed on a per share basis and assumes the
reinvestment of dividends and distributions. Total return generally is
expressed as a percentage rate which is calculated by combining the
income and principal changes for a specified period and dividing by the
maximum offering price, in the case of Class A, or net asset value, in the
case of Class B or Class F, 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
Page 44
using the net asset value per
share at the beginning of the period instead of the maximum offering price
per share at the beginning of the period for Class A shares or without
giving effect to any applicable CDSC at the end of the period for Class B
shares. Calculations based on the net asset value per share do not reflect
the deduction of the sales load which, if reflected, would reduce the
performance quoted.
Performance will vary from time to time and past results are not
necessarily representative of future results. Investors should remember
that performance is a function of portfolio management in selecting the
type and quality of portfolio securities and is affected by operating
expenses. Performance information, such as that described above, may not
provide a basis for comparison with other investment companies using a
different method of calculating performance.
THE FUND MAY COMPARE ITS PERFORMANCE WITH SIMILAR FUNDS OR
RECOGNIZED STANDARDS.
Comparative performance information may be used from time to time
in advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitor trademark, N. Palm Beach, Fla.
33408, Bond Buyer's 20-Bond Index, Moody's Bond Survey Bond Index,
Lehman Brothers Corporate Bond Index, Morningstar, Inc. and other
industry publications.
GENERAL INFORMATION
The Fund was organized as an unincorporated business trust under the
laws of the Commonwealth of Massachusetts pursuant to an Agreement
and Declaration of Trust (the "Trust Agreement") dated March 12, 1992,
and commenced operations on March 5, 1993. The Fund is authorized to
issue an unlimited number of shares of beneficial interest, par value $.001
per share. Series shares are classified into three classes- Class A, Class
B and Class F. Each share has one vote and shareholders will vote in the
aggregate and not by class except as otherwise required by law or when
class voting is permitted by the Board of Trustees. However, holders of
Class A and Class B shares will be entitled to vote on matters submitted
to shareholders pertaining to the Shareholder Services Plan and only
holders of Class B shares will be entitled to vote on matters
Page 45
submitted to shareholders pertaining to the Distribution Plan. The Manager
has agreed to vote Fund shares for which it is the record owner according
to voting instructions received from the beneficial holders of such shares.
To date, the Board of Trustees has authorized the creation of one
series of shares. All consideration received by the Fund for shares 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 Fund) and will
be subject to the liabilities related thereto. The income attributable to,
and the expenses of, one Series (and as to classes within a Series) are
treated separately from those of the other Series (and classes), if any.
The Fund has the ability to create, from time to time, new series without
shareholder approval.
Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund.
However, the Trust Agreement disclaims shareholder liability for acts or
obligations of the Fund and requires that notice of such disclaimer be
given in each agreement, obligation or instrument entered into or executed
by the Fund or a Trustee. The Trust Agreement provides for
indemnification from the Fund's property for all losses and expenses of
any shareholder held personally liable for the obligations of the Fund.
Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the Fund itself
would be unable to meet its obligations, a possibility which management
believes is remote. Upon payment of any liability incurred by the Fund, the
shareholder paying such liability will be entitled to reimbursement from
the general assets of the Fund. The Trustees intend to conduct the
operations of the Fund in such a way so as to avoid, as far as possible,
ultimate liability of the shareholders for liabilities of the Fund. As
discussed under "Management of the Fund" in the Statement of Additional
Information, the Fund ordinarily will not hold shareholder meetings;
however, shareholders under certain circumstances may have the right to
call a meeting of shareholders for the purpose of voting to remove
Trustees.
Rule 18f-2 under the Investment Company Act of 1940 provides that
any matter required to be submitted under the provisions of the
Investment Company Act of 1940 or applicable state law or otherwise to
the holders of the outstanding voting securities of an investment
company, such as the Fund, will not be deemed to have been effectively
acted upon unless approved by the holders of a majority of the outstanding
page 46
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 such 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
Trustees from the separate voting requirements of the Rule.
The Transfer Agent maintains a record of each investor's ownership
and sends confirmations and statements of account.
Investor inquiries
may be made to the investor's Service Agent, including the Manager, or by
writing to the Fund at the address shown on the front cover or by calling
the appropriate telephone number.
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 47
APPENDIX
PORTFOLIO SECURITIES
GINNIE MAE CERTIFICATE-Ginnie Mae is a wholly-owned corporate
instrumentality of the United States within the Department of Housing and
Urban Development. The National Housing Act of 1934, as amended (the
"Housing Act"), authorizes Ginnie Mae to guarantee the timely payment of
the principal of and interest on certificates that are based on and backed
by a pool of mortgage loans insured by the Federal Housing Administration
Act, or Title V of the Housing Act of 1949 ("FHA Loans"), or guaranteed by
the Veterans' Administration under the Servicemen's Readjustment Act of
1944, as amended ("VA Loans"), or by pools of other eligible mortgage
loans. The Housing Act provides that the full faith and credit of the United
States government is pledged to the payment of all amounts that may be
required to be paid under any guarantee. To meet its obligations under such
guarantee, Ginnie Mae is authorized to borrow from the U.S. Treasury with
no limitations as to amount.
FANNIE MAE CERTIFICATES-Fannie Mae is a Federally chartered and
privately owned corporation organized and existing under the Federal
National Mortgage Association Charter Act. Fannie Mae was originally
established in 1938 as a United States government agency to provide
supplemental liquidity to the mortgage market and was transformed into a
stockholder owned and privately managed corporation by legislation
enacted in 1968. Fannie Mae provides funds to the mortgage market
primarily by purchasing home mortgage loans from local lenders, thereby
replenishing their funds for additional lending. Fannie Mae acquires funds
to purchase home mortgage loans from many capital market investors that
ordinarily may not invest in mortgage loans directly, thereby expanding
the total amount of funds available for housing.
Each Fannie Mae Certificate will entitle the registered holder thereof
to receive amounts representing such holder's pro rata interest in
scheduled principal payments and interest payments (at such Fannie Mae
Certificate's pass-through rate, which is net of any servicing and
guarantee fees on the underlying
page A1
mortgage loans), and any principal
prepayments, on the mortgage loans in the pool represented by such Fannie
Mae Certificate and such holder's proportionate interest in the full
principal amount of any foreclosed or otherwise finally liquidated
mortgage loan. The full and timely payment of principal of and interest on
each Fannie Mae Certificate will be guaranteed by Fannie Mae, which
guarantee is not backed by the full faith and credit of the United States
government.
FREDDIE MAC CERTIFICATES-Freddie Mac is a corporate instrumentality
of the United States created pursuant to the Emergency Home Finance Act
of 1970, as amended (the "FHLMC Act"). Freddie Mac was established
primarily for the purpose of increasing the availability of mortgage credit
for the financing of needed housing. The principal activity of Freddie Mac
currently consists of the purchase of first lien, conventional, residential
mortgage loans and participation interests in such mortgage loans and the
resale of the mortgage loans so purchased in the form of mortgage
securities, primarily Freddie Mac Certificates.
Freddie Mac guarantees to each registered holder of a Freddie Mac
Certificate the timely payment of interest at the rate provided for by such
Freddie Mac Certificate, whether or not received. Freddie Mac also
guarantees to each registered holder of a Freddie Mac Certificate ultimate
collection of all principal of the related mortgage loans, without any
offset or deduction, but, generally, does not guarantee the timely payment
of scheduled principal. Freddie Mac may remit the amount due on account
of its guarantee of collection of principal at any time after default on an
underlying mortgage loan, but not later than 30 days following (i)
foreclosure sale, (ii) payment of claim by any mortgage insurer, or (iii)
the expiration of any right of redemption, whichever occurs later, but in
any event no later than one year after demand has been made upon the
mortgagor for accelerated payment of principal. The obligations of Freddie
Mac under its guarantee are obligations solely of Freddie Mac and are not
backed by the full faith and credit of the United States government.
Page A2
MULTICLASS PASS-THROUGH SECURITIES-The mortgage-related securities
in which the Series may invest include multiclass pass-through securities
collateralized by Ginnie Mae, Fannie Mae or Freddie Mac Certificates (such
collateral collectively hereinafter referred to as "Mortgage Assets").
Multiclass pass- through securities can be equity interests in a trust
composed of Mortgage Assets. Payments of principal of and interest on the
Mortgage Assets, and any reinvestment income thereon, provide the funds
to make scheduled distributions on the multiclass pass-through
securities.
In a multiclass pass-through security, a series of bonds or
certificates is issued in multiple classes. Each class of the multiclass
pass-through security, often referred to as a "tranche," is issued at a
specific fixed or floating coupon rate and has a stated maturity or final
distribution date. Principal prepayments on the Mortgage Assets may
cause such securities to be retired substantially earlier than their stated
maturities or final distribution dates. Interest is paid or accrues on
classes of the multiclass pass-through security on a monthly, quarterly or
semiannual basis and may be paid based on formulae that cause the
security's interest rate to change directly or inversely to changes in
specified indices. The principal of and interest on the Mortgage Assets
may be allocated among the several classes of a multiclass pass-through
security series in innumerable ways, some of which bear substantially
more risk than others. See "Description of the Fund-Risk Factors" for a
discussion of special considerations relating to the liquidity of these
securities.
STRIPPED MORTGAGE-BACKED SECURITIES-The mortgage-related
securities in which the Fund may invest include stripped mortgage-backed
securities ("SMBS"), which are derivative multiclass mortgage securities,
issued by agencies or instrumentalities of the United States government.
SMBS usually are structured with two classes that receive
different proportions of the interest and principal distributions on a pool
of Mortgage Assets. A common type of SMBS will have one class receiving
some of the interest and most of the principal from the Mortgage Assets,
while the other class will receive most of the interest and the remainder
of the principal. In the most extreme case, one class will receive all of
the interest (the interest only or "IO" class), while the other
Page A3
class
will receive all of the principal (the principal-only or "PO" class). The
yield to maturity on an IO class is extremely sensitive to the rate of
principal payments (including prepayments) on the related underlying
Mortgage Assets, and a rapid rate of principal payments may have a
material adverse effect on the Series' yield to maturity. If the underlying
Mortgage Assets experience greater than anticipated prepayments of
principal, the Series 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. See
"Description of the Fund-Risk Factors" for a discussion of special
considerations relating to the liquidity of these securities.
INVESTMENT TECHNIQUES
In connection with its investment objective and policies, the
Series may employ, among others, the following investment techniques
which may involve certain risks.
LEVERAGE THROUGH BORROWING-The Series may borrow for investment
purposes. This borrowing, which is known as
leveraging, generally will be unsecured, except to the extent the Series
enters into reverse repurchase agreements described below. The
Investment Company Act of 1940 requires the Series to maintain
continuous asset coverage (that is, total assets including borrowings, less
liabilities exclusive of borrowings) of 300% of the amount borrowed. If
the 300% asset coverage should decline as a result of market fluctuations
or other reasons, the Series may be required to sell some of its portfolio
holdings within three days to reduce the debt and restore the 300% asset
coverage, even though it may be disadvantageous from an investment
standpoint to sell securities at that time. Leveraging may exaggerate the
effect on net asset value of any increase or decrease in the market value
of the Series' portfolio. Money borrowed for leveraging will 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 Series also may be
required to maintain minimum average balances in connection with such
borrowing or to pay a commitment or other fee to maintain a line of
credit; either of these requirements would increase the cost of borrowing
over the stated interest rate.
Page A4
Among the forms of borrowing in which the Series may engage
is the entry into reverse repurchase agreements with banks, brokers or
dealers. These transactions involve the transfer by the Series of an
underlying debt instrument in return for cash proceeds based on a
percentage of the value of the security. The Series retains the right to
receive interest and principal payments on the security. At an agreed upon
future date, the Series repurchases the security at principal, plus accrued
interest. In certain types of agreements, there is no agreed upon
repurchase date and interest payments are calculated daily, often based on
the prevailing overnight repurchase rate. The Series will maintain in a
segregated custodial account cash or U.S. Government securities having a
value at least equal to the aggregate amount of the Series' 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 Series. These
agreements, which are treated as if reestablished each day, are expected
to provide the Series with a flexible borrowing tool.
SHORT-SELLING-The Series may make short sales, which are
transactions in which the Series sells a security it does not own in
anticipation of a decline in the market value of that security. To complete
such a transaction, the Series must borrow the security to make delivery
to the buyer. The Series then is obligated to replace the security borrowed
by purchasing it at the market price at the time of replacement. The price
at such time may be more or less than the price at which the security was
sold by the Series. Until the security is replaced, the Series is required to
pay to the lender amounts equal to any interest which accrues during the
period of the loan. To borrow the security, the Series also may be required
to pay a premium, which would increase the cost of the security sold. The
proceeds of the short sale will be retained by the broker, to the extent
necessary to meet margin requirements, until the short position is closed
out.
Until the Series replaces a borrowed security in connection with a
short sale, the Fund will: (a) maintain daily a segregated account,
containing cash or U.S. Government securities, at such a level that (i) the
amount deposited in the account plus
Page A5
the amount deposited with the broker as collateral will equal the
current value of the security sold short and (ii) the amount deposited in
the segregated account plus the amount deposited with the broker as
collateral will not be less than the market value of the security at the
time it was sold short; or (b) otherwise cover the Series' short position.
The Series will incur a loss as a result of the short sale if the price
of the security increases between the date of the short sale and the date
on which the Series replaces the borrowed security. The Series will
realize a gain if the security declines in price between those dates. This
result is the opposite of what one would expect from a cash purchase of a
long position in a security. The amount of any gain will be decreased, and
the amount of any loss increased, by the amount of any premium or
amounts in lieu of interest the Series may be required to pay in connection
with a short sale.
The Series may purchase call options to provide a hedge against an
increase in the price of a security sold short by the Series. When the
Series purchases a call option it has to pay a premium to the person
writing the option and a commission to the broker selling the option. If
the option is exercised by the Series, the premium and the commission
paid may be more than the amount of the brokerage commission charged if
the security were to be purchased directly. See "Call and Put Options on
Specific Securities" below.
The Fund anticipates that the frequency of short sales will vary
substantially in different periods, and it does not intend that any
specified portion of the Series' assets, as a matter of practice, will be
invested in short sales. However, no securities will be sold short if, after
effect is given to any such short sale, the total market value of all
securities sold short would exceed 25% of the value of the Series' net
assets. The Series may not sell short the securities of any single issuer
listed on a national securities exchange to the extent of more than 5% of
the value of the Series' net assets. The Series may not sell short the
securities of any class of an issuer to the extent, at the time of the
transaction, of more than 5% of the outstanding securities of that class.
In addition to the short sales discussed above, the Series may
make short sales "against the box," a transaction in which the Series
enters into a short sale of a security which it owns.
Page A6
The proceeds of the short sale will be held by a broker until the settlement
date at which time the Series delivers the security to close the short
position. The Series receives the net proceeds from the short sale. The Series
at no time will have more than 15% of the value of its net assets in deposits
on short sales against the box. It currently is anticipated that the Series
will make short sales against the box for purposes of protecting the value of
the Series' net assets.
CALL AND PUT OPTIONS ON SPECIFIC SECURITIES-The Series may invest
up to 5% of its assets, represented by the premium paid, in the purchase of
call and put options in respect of specific securities (or groups or
"baskets" of specific securities) in which the Series may invest. The
Series may write covered call and put option contracts to the extent of
20% of the value of its net assets at the time such option contracts are
written. A call option gives the purchaser of the option the right to buy,
and obligates the writer to sell, the underlying security or securities at
the exercise price at any time during the option period. Conversely, a put
option gives the purchaser of the option the right to sell, and obligates the
writer to buy, the underlying security or securities at the exercise price
at any time during the option period. A covered call option sold by the
Series, which is a call option with respect to which the Series owns the
underlying security or securities, exposes the Series during the term of
the option to possible loss of opportunity to realize appreciation in the
market price of the underlying security or securities or to possible
continued holding of a security or securities which might otherwise have
been sold to protect against depreciation in the market price of the
security. A covered put option sold by the Series exposes the Series during
the term of the option to a decline in price of the underlying security or
securities. A put option sold by the Series is covered when, among other
things, cash or liquid securities are placed in a segregated account with
the Fund's custodian to fulfill the obligation undertaken.
To close out a position when writing covered options, the Series may
make a "closing purchase transaction," which involves purchasing an
option on the same security with the same exercise price and expiration
date as the option which it has previously written on the security. To
close out a position as
Page A7
a purchaser of an option, the Series may make a
"closing sale transaction," which involves liquidating the Series' position
by selling the option previously purchased. The Series will realize a profit
or loss from a closing purchase or sale transaction depending upon the
difference between the amount paid to purchase an option and the amount
received from the sale thereof.
The Fund intends to treat options in respect of specific securities
that are not traded on a national securities exchange and the securities
underlying covered call options written by the Series as illiquid
securities.
The Series will purchase options only to the extent permitted by
the policies of state securities authorities in states where shares of the
Series are qualified for offer and sale.
FUTURES TRANSACTIONS-IN GENERAL-The Fund will not be a commodity
pool. However, as a substitute for a comparable market position in the
underlying securities and for hedging purposes, the Series may engage in
futures and options on futures transactions, as described below.
The Series' commodities transactions must constitute bona fide
hedging or other permissible transactions pursuant to regulations
promulgated by the Commodity Futures Trading Commission. In addition,
the Series may not engage in such transactions if the sum of the amount
of initial margin deposits and premiums paid for unexpired commodity
options, other than for bona fide hedging transactions, would exceed 5% of
the liquidation value of the Series' assets, after taking into account
unrealized profits and unrealized losses on such contracts it has entered
into; provided, however, that in the case of an option that is in-the-money
at the time of purchase, the in- the-money amount may be excluded in
calculating the 5%. Pursuant to regulations and/or published positions of
the Securities and Exchange Commission, the Series may be required to
segregate cash in connection with the Series' 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 Series'
ability to otherwise invest those assets.
Initially, when purchasing or selling futures contracts the Series
will be required to deposit with its custodian in the broker's name an
amount of cash or cash equivalents up to
Page A8
approximately 10% of the
contract amount. This amount is subject to change by the exchange or
board of trade on which the contract is traded and members of such
exchange or board of trade may impose their own higher requirements.
This amount is known as "initial margin" and is in the nature of a
performance bond or good faith deposit on the contract which is returned
to the Series upon termination of the futures position, assuming all
contractual obligations have been satisfied. Subsequent payments, known
as "variation margin," to and from the broker will be made daily as the
price of the securities underlying the futures contract fluctuates, making
the long and short positions in the futures contract more or less valuable,
a process known as "marking-to-market." At any time prior to the
expiration of a futures contract, the Series may elect to close the
position by taking an opposite position, at the then prevailing price, which
will operate to terminate the Series' existing position in the contract.
Although the Series 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 Series to substantial losses. If it
is not possible, or the Series determines not, to close a futures position
in anticipation of adverse price movements, the Series will be required to
make daily cash payments of variation margin. In such circumstances, an
increase in the value of the portion of the portfolio being hedged, if any,
may offset partially or completely losses on the futures contract.
However, no assurances can be given that the price of the securities being
hedged will correlate with the price movements in a futures contract and
thus provide an offset to losses on the futures contract.
In addition, to the extent the Series is engaging in a futures
transaction as a hedging device, due to the risk of an
page A9
imperfect
correlation between securities in the Series' portfolio that are the
subject of a hedging transaction and the futures contract used as a
hedging device, it is possible that the hedge will not be fully effective in
that, for example, losses on the portfolio securities may be in excess of
gains on the futures contract or losses on the futures contract may be in
excess of gains on the portfolio securities that were the subject of the
hedge. In an effort to compensate for the imperfect correlation of
movements in the price of the securities being hedged and movements in
the price of futures contracts, the Series may buy or sell futures
contracts in a greater or lesser dollar amount than the dollar amount of
the securities being hedged if the historical volatility of the futures
contract has been less or greater than that of the securities. Such "over
hedging" or "under hedging" may adversely affect the Series' net
investment results if market movements are not as anticipated when the
hedge is established.
Successful use of futures by the Series also is subject to the
Manager's ability to predict correctly movements in the direction of the
market or interest rates. For example, if the Fund has hedged against the
possibility of a decline in the market adversely affecting the value of
securities held in its portfolio and prices increase instead, the Series
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. In addition, in such situations, if the Series has insufficient
cash, it may have to sell securities to meet daily variation margin
requirements. Such sales of securities may, but will not necessarily, be at
increased prices which reflect the rising market. The Series may have to
sell securities at a time when it may be disadvantageous to do so.
An option on a futures contract gives the purchaser the right, in
return for the premium paid, to assume a position in a futures contract (a
long position if the option is a call and a short position if the option is a
put) at a specified exercise price at any time during the option exercise
period. The writer of the option is required upon exercise to assume an
offsetting futures position (a short position if the option is a call and a
long position if the option is a put). Upon exercise of the option, the
assumption of offsetting futures positions by the writer and holder of the
option will be accompanied by delivery of the accumulated cash balance in
the writer's futures margin account
page A10
which represents the amount by
which the market price of the futures contract, at exercise, exceeds, in
the case of a call, or is less than, in the case of a put, the exercise price
of the option on the futures contract.
Call options sold by the Series with respect to futures
contracts will be covered by, among other things, entering into a long
position in the same contract at a price no higher than the strike price of
the call option, or by ownership of the instruments underlying, or
instruments the prices of which are expected to move relatively
consistently with, the instruments underlying the futures contract. Put
options sold by the Series with respect to futures contracts will be
covered in the same manner as put options on specific securities as
described above.
INTEREST RATE FUTURES CONTRACTS AND OPTIONS ON INTEREST RATE
FUTURES CONTRACTS-The Series may invest in interest rate futures
contracts and options on interest rate futures contracts, as a substitute
for a comparable market position and to hedge against adverse movements
in interest rates.
To the extent the Series has invested in interest rate futures
contracts or options on interest rate futures contracts as a substitute for
a comparable market position, the Series will be subject to the
investment risks of having purchased the securities underlying the
contract.
The Series may purchase call options on interest rate futures
contracts to hedge against a decline in interest rates and may purchase
put options on interest rate futures contracts to hedge its portfolio
securities against the risk of rising interest rates.
The Series may sell call options on interest rate futures contracts to
partially hedge against declining prices of portfolio securities. If the
futures price at expiration of the option is below the exercise price, the
Series will retain the full amount of the option premium which provides a
partial hedge against any decline that may have occurred in the Series'
portfolio holdings. The Series may sell put options on interest rate
futures contracts to hedge against increasing prices of the securities
which are deliverable upon exercise of the futures contracts. If the
futures price at expiration of the option is higher than the exercise price,
the Series will retain the full amount of the option premium which
provides a partial hedge against any increase in the price of securities
which the Series intends to
Page A11
purchase. If a put or call option sold by
the Series is exercised, the Series will incur a loss which will be reduced
by the amount of the premium it receives. Depending on the degree of
correlation between changes in the value of its portfolio securities and
changes in the value of its futures positions, the Series' losses from
existing options on futures may to some extent be reduced or increased by
changes in the value of its portfolio securities.
The Series also may sell options on interest rate futures
contracts as part of closing purchase transactions to terminate its
options positions. No assurance can be given that such closing
transactions can be effected or that there will be correlation between
price movements in the options on interest rate futures and price
movements in the Series' portfolio securities which are the subject of the
hedge. In addition, the Series' purchase of such options will be based upon
predictions as to anticipated interest rate trends, which could prove to be
inaccurate.
FUTURE DEVELOPMENTS-The Series may take advantage of opportunities
in the area of options and futures contracts and options on futures
contracts and any other derivative investments which are not presently
contemplated for use by the Series or which are not currently available
but which may be developed, to the extent such opportunities are both
consistent with the Series' investment objective and legally permissible
for the Series. Before entering into such transactions or making any such
investment, the Fund will provide appropriate disclosure in its prospectus.
LENDING PORTFOLIO SECURITIES-From time to time, the Series may lend
securities from its portfolio to brokers, dealers and other financial
institutions needing to borrow securities to complete certain
transactions. Such loans may not exceed
33-1/3% of the value of the Series' total assets. In connection with such
loans, the Series will receive collateral consisting of cash or U.S.
Government securities which will be maintained at all times in an amount
equal to at least 100% of the current market value of the loaned
securities. The Series can increase its income through the investment of
such collateral. The Series continues to be entitled to payments in
amounts equal to the interest or other distributions payable on the loaned
security and receives interest on the amount of the loan. Such loans will
Page A12
be terminable at any time upon specified notice. The Series might
experience risk of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the Series.
FORWARD COMMITMENTS-The Series may purchase securities on a when
issued or forward commitment basis, which means that the price is fixed
at the time of commitment, but delivery and payment ordinarily take place
a number of days after the date of the commitment to purchase. The Series
will make commitments to purchase such securities only with the
intention of actually acquiring the securities, but the Series may sell
these securities before the settlement date if it is deemed advisable. The
Series will not accrue income in respect of a security purchased on a
forward commitment basis prior to its stated delivery date.
Securities purchased on a when-issued or forward commitment basis
and certain other securities held in the Series' portfolio are subject to
changes in value (both generally changing in the same way, i.e.,
appreciating when interest rates decline and depreciating when interest
rates rise) based upon the public's perception of the creditworthiness of
the issuer and changes, real or anticipated, in the level interest rates.
Securities purchased on a when-issued or forward commitment basis may
expose the Series to risk because they may experience such fluctuations
prior to their actual delivery. Purchasing securities on a when-issued or
forward commitment basis can involve the additional risk that the yield
available in the market when the delivery takes place actually may be
higher than that obtained in the transaction itself. A segregated account
of the Series consisting of cash or U.S. Government securities at least
equal at all times to the amount of the when-issued or forward
commitments will be established and maintained at the Series' custodian
bank. Purchasing securities on a forward commitment basis when the
Series is fully or almost fully invested may result in greater potential
fluctuation in the value of the Series' net assets and its net asset value
per share.
page A13
FIRST PRAIRIE
U.S. GOVERNMENT INCOME FUND (First Prairie Logo) FIRST PRAIRIE FUNDS
INTERMEDIATE SERIES
PROSPECTUS
The First National Bank of Chicago
Manager
Dreyfus Service Corporation
Distributor
Prospectus begins on page one.
(HalfTone)
375p3051894
FIRST PRAIRIE U.S. GOVERNMENT INCOME FUND
CLASS A, CLASS B and CLASS F SHARES
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
MAY 18, 1994
This Statement of Additional Information, which is not a
prospectus, supplements and should be read in conjunction with the current
Prospectus of the Intermediate Series (the "Series") of First Prairie U.S.
Government Income Fund (the "Fund"), dated May 18, 1994, as it may be
revised from time to time. To obtain a copy of the Fund's Prospectus,
please write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New
York 11556-0144, or call toll free 1-800-346-3621.
The First National Bank of Chicago (the "Manager") serves as the
Fund's investment adviser.
Dreyfus Service Corporation (the "Distributor"), a wholly-owned
subsidiary of The Dreyfus Corporation ("Dreyfus"), is the distributor of
the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies. . . . . . . . B-2
Management of the Fund. . . . . . . . . . . . . . . . . . . B-5
Management Agreement. . . . . . . . . . . . . . . . . . . . B-8
Purchase of Fund Shares . . . . . . . . . . . . . . . . . . B-10
Distribution Plan and Shareholder Services Plan . . . . . . B-11
Redemption of Fund Shares . . . . . . . . . . . . . . . . . B-13
Shareholder Services . . . . . . . . . . . . . . . . . . . B-15
Determination of Net Asset Value. . . . . . . . . . . . . . B-17
Portfolio Transactions. . . . . . . . . . . . . . . . . . . B-18
Dividends, Distributions and Taxes. . . . . . . . . . . . . B-19
Performance Information . . . . . . . . . . . . . . . . . . B-20
Information About the Fund. . . . . . . . . . . . . . . . . B-21
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors. . . . . . . . . . . . . . B-22
Financial Statements. . . . . . . . . . . . . . . . . . . . B-23
Report of Independent Auditors. . . . . . . . . . . . . . . B-30
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Description
of the Fund."
Management Policies
The Series engages in the following practices in furtherance of its
objective.
Options Transactions. The Series may engage in options transactions,
such as purchasing or writing covered call or put options. The principal
reason for writing covered call options is to realize, through the receipt
of premiums, a greater return than would be realized on the Series'
portfolio securities alone. In return for a premium, the writer of a
covered call option forfeits the right to any appreciation in the value of
the underlying security above the strike price for the life of the option
(or until a closing purchase transaction can be effected). Nevertheless,
the call writer retains the risk of a decline in the price of the
underlying security. Similarly, the principal reason for writing covered
put options is to realize income in the form of premiums. The writer of a
covered put option accepts the risk of a decline in the price of the
underlying security. The size of the premiums that the Series may receive
may be adversely affected as new or existing institutions, including other
investment companies, engage in or increase their option-writing
activities.
Options written ordinarily will have expiration dates between one and
nine months from the date written. The exercise price of the options may
be below, equal to or above the market values of the underlying securities
at the time the options are written. In the case of call options, these
exercise prices are referred to as "in-the-money," "at-the-money" and "out-
of-the-money," respectively. The Series may write (a) in-the-money call
options when the Manager expects that the price of the underlying security
will remain stable or decline moderately during the option period, (b) at-
the-money call options when the Manager expects that the price of the
underlying security will remain stable or advance moderately during the
option period and (c) out-of-the-money call options when the Manager
expects that the premiums received from writing the call option plus the
appreciation in market price of the underlying security up to the exercise
price will be greater than the appreciation in the price of the underlying
security alone. In these circumstances, if the market price of the
underlying security declines and the security is sold at this lower price,
the amount of any realized loss will be offset wholly or in part by the
premium received. Out-of-the-money, at-the-money and in-the-money put
options (the reverse of call options as to the relation of exercise price
to market price) may be utilized in the same market environments that such
call options are used in equivalent transactions.
So long as the Series' obligation as the writer of an option
continues, the Series may be assigned an exercise notice by the broker-
dealer through which the option was sold, requiring the Series to deliver,
in the case of a call, or take delivery of, in the case of a put, the
underlying security against payment of the exercise price. This obligation
terminates when the option expires or the Series effects a closing purchase
transaction. The Series can no longer effect a closing purchase
transaction with respect to an option once it has been assigned an exercise
notice.
While it may choose to do otherwise, the Series generally will
purchase or write only those options for which the Manager believes there
is an active secondary market so as to facilitate closing transactions.
There is no assurance that sufficient trading interest to create a liquid
secondary market on a securities exchange will exist for any particular
option 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 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 the Series 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.
Futures Contracts and Options on Futures Contracts. Upon exercise of
an option, the writer of the option delivers to the holder of the option
the futures position and the accumulated balance in the writer's futures
margin account, which represents the amount by which the market price of
the futures contract exceeds, in the case of a call, or is less than, in
the case of a put, the exercise price of the option on the futures
contract. The potential loss related to the purchase of options on futures
contracts is limited to the premium paid for the option (plus transaction
costs). Because the value of the option is fixed at the time of sale,
there are no daily cash payments to reflect changes in the value of the
underlying contract; however, the value of the option does change daily and
that change would be reflected in the net asset value of the Fund.
Lending Portfolio Securities. To a limited extent, the Series may
lend its portfolio securities to brokers, dealers and other financial
institutions, provided it receives cash collateral which at all times is
maintained in an amount equal to at least 100% of the current market value
of the securities loaned. By lending its portfolio securities, the Series
can increase its income through the investment of the cash collateral. For
purposes of this policy, the Series considers collateral consisting of U.S.
Government securities to be the equivalent of cash. Such loans may not
exceed 33-1/3% of the Series' total assets. From time to time, the Series
may return to the borrower or a third party which is unaffiliated with the
Series, 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 Series 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 Series must be able to terminate the loan at any time; (4) the
Series must receive reasonable interest on the loan, as well as any
interest or other distributions payable on the loaned securities, and any
increase in market value; and (5) the Series may pay only reasonable
custodian fees in connection with the loan. These conditions may be
subject to future modification.
Investment Restrictions. The Series has adopted investment
restrictions numbered 1 through 7 as fundamental policies. These
restrictions cannot be changed without approval by the holders of a
majority (as defined in the Investment Company Act of 1940, as amended (the
"Act")) of the Series' outstanding voting shares. Investment restrictions
numbered 8 through 11 are not fundamental policies and may be changed by
vote of a majority of the Board of Trustees at any time. The Series may
not:
1. Invest in commodities, except that the Series may purchase and
sell options, forward contracts, futures contracts, including those
relating to indexes, and options on futures contracts or indexes.
2. Purchase, hold or deal in real estate, real estate limited
partnership interests, or oil, gas or other mineral leases or exploration
or development programs, but the Series 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.
3. Borrow money, except to the extent permitted under the Act. For
purposes of this investment restriction, the entry into options, forward
contracts, futures contracts, including those relating to indexes, and
options on futures contracts shall not constitute borrowing.
4. Make loans to others, except through the purchase of debt
obligations and the entry into repurchase agreements. However, the Series
may lend its portfolio securities in an amount not to exceed 33-1/3% of the
value of its total assets. Any loans of portfolio securities will be made
according to guidelines established by the Securities and Exchange
Commission and the Fund's Board of Trustees.
5. Act as an underwriter of securities of other issuers.
6. Invest more than 25% of its 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.
7. Issue any senior security (as such term is defined in Section
18(f) of the Act), except to the extent the activities permitted in
Investment Restriction Nos. 1, 3, 8 and 9 may be deemed to give rise to a
senior security.
8. 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, forward contracts, futures contracts, including those
related to indexes, and options on futures contracts or indexes.
9. Purchase, sell or write puts, calls or combinations thereof,
except as described in the Fund's Prospectus and this Statement of
Additional Information.
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 Series' net assets
would be so invested.
11. Purchase securities of other investment companies, except to the
extent permitted under the Act.
If a percentage restriction is adhered to at the time of investment, a
later increase or decrease in percentage resulting from a change in values
or assets will not constitute a violation of such restriction.
The Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of Series shares in certain states.
Should the Fund determine that a commitment is no longer in the best
interests of the Series and its shareholders, the Fund reserves the right
to revoke the commitment by terminating the sale of Series shares in the
state involved.
MANAGEMENT OF THE FUND
Trustees and officers of the Fund, together with information as to
their principal business occupations during at least the last five years,
are shown below. The Trustee who is deemed to be an "interested person" of
the Fund, as defined in the Act, is indicated by an asterisk.
Trustees and Officers of the Fund
*JOSEPH S. DiMARTINO, President and Trustee. President, Chief Operating
Officer and a Director of Dreyfus, Executive Vice President and a
Director of the Distributor and an officer, director or trustee of
other investment companies advised or administered by Dreyfus. He is
also a Director of Noel Group, Inc., Director and Corporate Member of
The Muscular Dystrophy Association and a Trustee of Bucknell
University. His address is 200 Park Avenue, New York, New York
10166.
JOHN P. GOULD, Trustee. Distinguished Service Professor of Economics of
the University of Chicago Graduate School of Business. From 1983 to
1993, Dean of the University of Chicago Graduate School of Business.
Since 1986, he has served as a Director of DFA Investment Dimensions
Group, a series mutual fund. Dean Gould also serves as a Director of
Harpor Capital Advisors. His address is 1101 East 58th Street,
Chicago, Illinois 60637.
MARILYN McCOY, Trustee. Vice President of Administration and Planning of
Northwestern University. From 1981 to 1985, she was the Director of
Planning and Policy Development for the University of Colorado. She
also serves on the Board of Directors of Evanston Hospital, the
Chicago Metropolitan YMCA, the Chicago Network and United Charities.
Mrs. McCoy is a member of the Chicago Economic Club. Her address is
1100 North Lake Shore Drive, Chicago, Illinois 60611.
RAYMOND D. ODDI, Trustee. Private Consultant. A Director of Caremark
International, Inc. and Medisense, Inc., companies in the health care
industry, and Baxter Credit Union. From 1978 to 1986, Senior Vice
President of Baxter Inter-national, Inc., a company engaged in the
production of medical care products. He also is a member of Illinois
Society of Certified Public Accountants. His address is 1181 Loch
Lane, Lake Forest, Illinois 60045.
Each of the "non-interested" Trustees also is a trustee
of First Prairie Cash Management, First Prairie Diversified Asset Fund,
First Prairie Money Market Fund, First Prairie Municipal Money Market Fund
and First Prairie U.S. Treasury Securities Cash Management and a director
of First Prairie Municipal Bond Fund.
The Fund does not pay any remuneration to its officers
and Trustees other than fees and expenses to Trustees who are not officers,
directors, employees or holders of 5% or more of the outstanding voting
securities of the Manager or Dreyfus, or any affiliate of either of them,
which totaled $4,277 for the period from March 5, 1993 (commencement of
operations) through January 31, 1994 for all such Trustees as a group.
For so long as the Fund's plans described in the section
captioned "Distribution Plan and Shareholder Services Plan" remain in
effect, the Trustees of the Fund who are not "interested persons" of the
Fund, as defined in the Act, will be selected and nominated by the Trustees
who are not "interested persons" of the Fund.
There ordinarily will be no meetings of shareholders for
the purpose of electing Trustees unless and until such time as less than a
majority of the Trustees holding office have been elected by shareholders,
at which time the Trustees then in office will call a shareholders' meeting
for the election of Trustees. Under the Act, shareholders of record of not
less than two-thirds of the outstanding shares of the Fund may remove a
Trustee through a declaration in writing or by vote cast in person or by
proxy at a meeting called for that purpose. Under the Fund's Agreement and
Declaration of Trust, the Trustees are required to call a meeting of
shareholders for the purpose of voting upon the question of removal of any
such Trustee when requested in writing to do so by the holders of record of
not less than 10% of the Fund's outstanding shares.
Officers of the Fund Not Listed Above
DANIEL C. MACLEAN, Vice President. Vice President and General Counsel of
Dreyfus, Secretary of the Distributor and an officer of other
investment companies advised or administered by Dreyfus.
JEFFREY N. NACHMAN, Vice President and Treasurer. Vice President Mutual
Fund Accounting of Dreyfus and an officer of other investment
companies advised or administered by Dreyfus.
MARK N. JACOBS, Secretary. Secretary and Deputy General Counsel of
Dreyfus and an officer of other investment companies advised or
administered by Dreyfus.
JEAN FARLEY, Controller. Senior Accounting Manager of the Fund Accounting
Department of Dreyfus and an officer of other investment companies
advised or administered by Dreyfus.
ROBERT I. FRENKEL, Assistant Secretary. Senior Assistant General Counsel
to Dreyfus and an officer of other investment companies advised or
administered by Dreyfus.
CHRISTINE PAVALOS, Assistant Secretary. Assistant Secretary of Dreyfus
and other investment companies advised or administered by Dreyfus.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
Trustees and officers of the Fund, as a group, owned less than 1% of
the Fund's shares of beneficial interest outstanding on April 19, 1994.
Donaldson Lufkin Jenrette Securities Corporation, Inc., P.O. Box
2052, Jersey City, New Jersey 07303, beneficially owned 76% of the Fund's
Class A shares outstanding on April 19, 1994, and, therefore is deemed to
be a "control person" (as defined in the Act) of Class A. The Dreyfus
Corporation, a New York corporation located at 200 Park Avenue, New York,
New York 10166, beneficially owned 20% and 100% of the Fund's Class A and
Class B shares, respectively, outstanding on April 19, 1994, and,
therefore, is deemed to be a "control person" (as defined in the Act) of
Class B.
Eagle & Co., c/o American National Bank, One North LaSalle Street,
Chicago, Illinois 60602-3902, beneficially owned 98% of the Fund's Class F
shares outstanding on April 19, 1994, and, therefore, is deemed to be a
"control person" (as defined in the Act) of Class F.
MANAGEMENT AGREEMENT
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Management
of the Fund."
Management Agreement. The Manager provides management services
pursuant to the Management Agreement (the "Agreement") dated August 18,
1992, as revised, with the Fund, which is subject to annual approval by (i)
the Fund's Board of Trustees or (ii) vote of a majority (as defined in the
Act) of the outstanding voting securities of the Series, provided that in
either event the continuance also is approved by a majority of the Trustees
who are not "interested persons" (as defined in the Act) of the Fund or the
Manager, by vote cast in person at a meeting called for the purpose of
voting on such approval. The Board of Trustees, including a majority of
the Trustees who are not "interested persons" of any party to the
Agreement, last voted to renew the Agreement on December 10, 1993. The
Agreement is terminable without penalty, on 60 days' notice, by the Fund's
Board of Trustees or by vote of the holders of a majority of the Series'
shares, or, on not less than 90 days' notice, by the Manager. The
Agreement will terminate automatically in the event of its assignment (as
defined in the Act).
The Manager is responsible for the Series' investment decisions and
manages the Series' portfolio of investments in accordance with the stated
policies of the Series, subject to the approval of the Fund's Board of
Trustees. All purchases and sales are reported for the Trustees' review at
the meeting subsequent to such transactions.
The Manager pays the salaries of all officers and employees employed
by both it and the Fund. The Manager also may make such advertising and
promotional expenditures, using its own resources, as it from time to time
deems appropriate.
The Manager, from time to time, from its own funds, other than the
management fee paid by the Fund, but including past profits, may make
payments for shareholder servicing and distribution services to the
Distributor. The Distributor in turn may pay part or all of such
compensation to securities dealers or other persons for their servicing or
distribution assistance.
As compensation for the Manager's services, the Fund has agreed to
pay the Manager a monthly management fee at the annual rate of .60 of 1% of
the value of the Fund's average daily net assets. For the period March 5,
1993 (commencement of operations) through January 31, 1994, no management
fee was paid by the Fund due to an undertaking by the Manager.
The Manager has engaged Dreyfus to assist it in providing certain
administrative services to the Fund. Pursuant to its agreement with the
Manager, Dreyfus furnishes the Fund clerical help and accounting, data
processing, bookkeeping, internal auditing and legal services and certain
other services required by the Fund, prepares reports to the Fund's
shareholders, tax returns, reports to and filings with the Securities and
Exchange Commission and state Blue Sky authorities, calculates the net
asset value of the Series' shares and generally assists the Manager in
providing for all aspects of the Fund's operation, other than providing
investment advice. The fees payable to Dreyfus for its services are paid
by the Manager.
The Fund has agreed that the Manager will not be liable for any error
of judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which the Manager's agreement with the Fund
relates, except for a loss resulting from wilful misfeasance, bad faith or
gross negligence on the part of the Manager in the performance of its
obligations or from reckless disregard by it of its obligations and duties
under its agreement with the Fund.
Expenses and Expense Information. All expenses incurred in the
operation of the Fund are borne by the Fund, except to the extent
specifically assumed by the Manager. The expenses borne by the Fund
include: organizational costs, taxes, interest, loan commitment fees,
interest paid on securities sold short, brokerage fees and commissions, if
any, fees of Trustees who are not officers, directors, employees or holders
of 5% or more of the outstanding voting securities of the Manager,
Securities and Exchange Commission fees, state Blue Sky qualification fees,
advisory fees, charges of custodians, transfer and dividend disbursing
agents' fees, certain insurance premiums, industry association fees,
outside auditing and legal expenses, costs of maintaining the Fund's
existence, costs of independent pricing services, costs attributable to
investor services (including, without limitation, telephone and personnel
expenses), costs of shareholders' reports and meetings, costs of preparing
and printing prospectuses and statements of additional information, and any
extraordinary expenses. Class A and Class B shares are subject to an
annual service fee for ongoing personal services relating to shareholder
accounts and services related to the maintenance of shareholder accounts.
In addition, Class B shares are subject to an annual distribution fee for
advertising, marketing and distributing Class B shares pursuant to a
distribution plan adopted in accordance with Rule 12b-1 under the Act. See
"Distribution Plan and Shareholder Services Plan." Expenses attributable
to a particular Series are charged against the assets of that Series; other
expenses of the Fund are allocated between the Series on the basis
determined by the Board of Trustees, including, but not limited to,
proportionately in relation to the net assets of each Series. The Fund
currently has one Series.
The Manager has agreed that if in any fiscal year the aggregate
expenses of the Series, 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 Series, the Fund may deduct from the payment to be
made to the Manager under the Management Agreement, or the Manager will
bear, such excess expense to the extent required by state law. Such
deduction or payment, if any, will be estimated daily, and reconciled and
effected or paid, as the case may be, on a monthly basis.
The aggregate of the fees payable to the Manager is not subject to
reduction as the value of the Series' net assets increases.
Glass-Steagall Act. For an additional discussion of the Glass-
Steagall Act in connection with the Fund's operations, see the Fund's
Prospectus.
From time to time, legislation has been introduced and may be
reintroduced in Congress, which would permit a bank, a bank holding company
or a subsidiary thereof to organize, sponsor, control and distribute shares
of an investment company such as the Fund, notwithstanding present
restrictions under the Glass-Steagall Act and the Federal Bank Holding
Company Act of 1956. As described herein, the Fund is currently
distributed by the Distributor, and Dreyfus, its parent, sponsors the Fund
and provides it with administrative services. If current restrictions
preventing a bank from legally sponsoring, organizing, controlling or
distributing shares of an investment company were relaxed, the Fund expects
that the Manager would consider the possibility of offering to perform some
or all of the services now provided by Dreyfus or the Distributor. It is
not possible, of course, to predict whether or in what form such
legislation might be enacted or the terms upon which the Manager might
offer to provide services.
PURCHASE OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Fund Shares."
The Distributor. The Distributor serves as the Fund's distributor
pursuant to an agreement which is renewable annually. The Distributor also
acts as distributor for the other funds in the First Prairie Family of
Funds, funds in the Dreyfus Family of Funds and certain other investment
companies.
TeleTransfer Privilege. TeleTransfer purchase orders
for Class A and Class B shares may be made between the hours of 8:00 a.m.
and 4:00 p.m., New York time, on any business day that The Shareholder
Services Group, Inc., the Fund's transfer and dividend disbursing agent
(the "Transfer Agent"), and the New York Stock Exchange are open, except
Martin Luther King, Jr. Day, Columbus Day and Veterans Day. Such purchases
will be credited to the shareholder's Fund account on the next bank
business day. To qualify to use the TeleTransfer Privilege, the initial
payment for purchase of Class A and Class B shares must be drawn on, and
redemption proceeds paid to, the same bank and account as are designated in
the Account Application or Shareholder Services Form on file. If the
proceeds of a particular redemption are to be wired to an account at any
other bank, the request must be in writing and signature-guaranteed. See
"Redemption of Fund Shares--TeleTransfer Privilege."
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 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.
Offering Price
The method of computing the offering price of Class A shares for
individual sales aggregating less than $100,000, based upon the price in
effect at the close of business on January 31, 1994, is as follows:
NET ASSET VALUE and redemption price per share. . . . . . . .$8.25
Sales load, 3.0 percent of offering price
(approximately 3.1 percent of net asset value per share). . . .26
Offering price to public. . . . . . . . . . . . . . . . . . .$8.51
Reopening an Account. An investor in Class A or Class B 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 the Fund's Prospectus entitled
"Distribution Plan and Shareholder Services Plan."
Class A and Class B shares only are subject to a Shareholder
Services Plan and Class B shares only are subject to a Distribution Plan.
Distribution Plan. Rule l2b-1 (the "Rule") adopted by the
Securities and Exchange Commission under the Act provides, among other
things, that an investment company may bear expenses of distributing its
shares only pursuant to a plan adopted in accordance with the Rule. The
Fund's Board of Trustees has adopted such a plan (the "Distribution Plan")
with respect to Class B shares pursuant to which the Fund pays for
advertising, marketing and distributing Class B shares. Under the
Distribution Plan, the Fund may make payments to the Manager, its
affiliates, including First Chicago Investment Services, Inc., the
Distributor or certain securities dealers, financial institutions and other
financial industry professionals (collectively, "Service Agents") in
respect of these services. The Fund's Board of Trustees believes that
there is a reasonable likelihood that the Distribution Plan will benefit
the Series and holders of its Class B shares. In some states, certain
financial institutions effecting transactions in Fund shares may be
required to register as dealers pursuant to state law.
A quarterly report of the amounts expended under the Distribution
Plan, and the purposes for which such expenditures were incurred, must be
made to the Trustees for their review. In addition, the Distribution Plan
provides that it may not be amended to increase materially the costs which
holders of Class B shares may bear for distribution pursuant to the
Distribution Plan without the approval of the holders of Class B shares and
that other material amendments of the Distribution Plan must be approved by
the Board of Trustees, and by the Trustees who are neither "interested
persons" (as defined in the Act) of the Fund or the Manager nor have any
direct or indirect financial interest in the operation of the Distribution
Plan or in any agreements entered into in connection with the Distribution
Plan, by vote cast in person at a meeting called for the purpose of
considering such amendments. The Distribution Plan is subject to annual
approval by such vote of the Trustees cast in person at a meeting called
for the purpose of voting on the Distribution Plan. The Distribution Plan
was approved by the Fund's Board of Trustees, including a majority of the
Trustees who are not "interested persons," at a meeting held on October 1,
1993. The Distribution Plan is terminable at any time by vote of a
majority of the Trustees who are not "interested persons" and have no
direct or indirect financial interest in the operation of the Distribution
Plan or in any agreements entered into in connection with the Distribution
Plan, or by vote of the holders of a majority of Class B shares.
Shareholder Services Plan. The Fund has adopted a Shareholder
Services Plan, pursuant to which the Fund pays Service Agents for the
provision of certain services to the holders of Class A and Class B shares
only.
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 Trustees for their review. In addition, the
Shareholder Services Plan provides that it may not be amended without
approval of the Board of Trustees, and by the Trustees who are neither
"interested persons" (as defined in the Act) of the Fund nor have any
direct or indirect financial interest in the operation of the Shareholder
Services Plan or in any agreements entered into in connection with the
Shareholder Services Plan, by vote cast in person at a meeting called for
the purpose of considering such amendments. The Shareholder Services Plan
is subject to annual approval by such vote of the Trustees cast in person
at a meeting called for the purpose of voting on the Shareholder Services
Plan. The Shareholder Services Plan was so approved on October 1, 1993.
The Shareholder Services Plan is terminable at any time by vote of a
majority of the Trustees 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.
Prior Rule 12b-1 Plan. As of February 8, 1994, the Fund
terminated its then existing Rule 12b-1 plan, which provided for payments
to be made to Service Agents for advertising, marketing and/or distributing
Class A shares and servicing holders of Class A shares. For the period
March 5, 1993 (commencement of operations) through January 31, 1994, no
payments were made under the prior Rule 12b-1 plan by the Series pursuant
to various undertakings in effect.
REDEMPTION OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to
Redeem Fund Shares."
Wire Redemption Privilege--Class A and Class B Shares Only. By
using this Privilege, the investor authorizes the Transfer Agent to act on
wire or telephone redemption instructions from any person representing
himself or herself to be the investor, or a representative of the
investor's Service Agent, and reasonably believed by the Transfer Agent to
be genuine. Ordinarily, the Fund will initiate payment for Class A or
Class B shares redeemed pursuant to this Privilege on the next business day
after receipt if the Transfer Agent receives the redemption request in
proper form. Redemption proceeds will be transferred by Federal Reserve
wire only to the commercial bank account specified by the investor on the
Account Application or Shareholder Services Form. Redemption proceeds, if
wired, must be in the amount of $1,000 or more and will be wired to the
investor's account at the bank of record designated in the investor's file
at the Transfer Agent, if the investor's bank is a member of the Federal
Reserve System, or to a correspondent bank if the investor's bank is not a
member. Fees ordinarily are imposed by such bank and usually are borne by
the investor. Immediate notification by the correspondent bank to the
investor's bank is necessary to avoid a delay in crediting the funds to the
investor's bank account.
Investors with access to telegraphic equipment may wire
redemption requests for Class A and Class B shares 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 "Signatures--Class A and Class B Shares
Only."
TeleTransfer Privilege--Class A and Class B Shares Only. Investors
should be aware that if they have selected the TeleTransfer Privilege, any
request for a wire redemption of Class A or Class B shares 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 Fund Shares--TeleTransfer Privilege."
Signatures--Class A and Class B Shares Only. Written 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. Guarantees must be
signed by an authorized signatory of the guarantor and "Signature-
Guaranteed" must appear with the signature. The Transfer Agent may request
additional documentation from corporations, executors, administrators,
trustees or guardians, and may accept other suitable verification
arrangements from foreign investors, such as consular verification. For
more information with respect to signature-guarantees, please call the
telephone number listed on the cover.
Redemption Commitment. The Fund has committed itself to pay in cash
all redemption requests for the Series by any shareholder of record,
limited in amount during any 90-day period to the lesser of $250,000 or 1%
of the value of the Series' net assets at the beginning of such period.
Such commitment is irrevocable without the prior approval of the Securities
and Exchange Commission. In the case of requests for redemption in excess
of such amount, the Board of Trustees 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 Series to
the detriment of the existing shareholders. In such event, the securities
would be valued in the same manner as the Series' portfolio is 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 Fund ordinarily utilizes is
restricted, or when an emergency exists as determined by the Securities and
Exchange Commission so that disposal of the Fund's investments or
determination of its net asset value is not reasonably practicable, or (c)
for such other periods as the Securities and Exchange Commission by order
may permit to protect the Fund's shareholders.
SHAREHOLDER SERVICES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Shareholder
Services."
Exchange Privilege. Class A, Class B and Class F shares of the Series
may be exchanged for shares of the respective class of certain other funds
advised by the Manager or Dreyfus. Shares of the same class of such other
funds purchased by exchange will be purchased on the basis of relative net
asset value per share as follows:
A. Class A shares of funds purchased without a sales load may be
exchanged for Class A shares of other funds sold with a sales
load, and the applicable sales load will be deducted.
B. Class A shares of funds purchased with or without a sales load
and Class F shares of funds purchased without a sales load may be
exchanged without a sales load for Class A and Class F shares,
respectively, of other funds sold without a sales load.
C. Class A shares of funds purchased with a sales load, Class A
shares of funds acquired by a previous exchange from Class A
shares purchased with a sales load and additional Class A shares
acquired through reinvestment of dividends or distributions of
any such funds (collectively referred to herein as "Purchased
Shares") may be exchanged for Class A shares of other funds sold
with a sales load (referred to herein as "Offered Shares"),
provided that, if the sales load applicable to the Offered Shares
exceeds the maximum sales load that could have been imposed in
connection with the Purchased Shares (at the time the Purchased
Shares were acquired), without giving effect to any reduced
loads, the difference will be deducted.
D. Class B shares of any fund may be exchanged for Class B shares of
other funds without a sales load. Class B shares of any fund
exchanged for Class B shares of another fund will be subject to
the higher applicable contingent deferred sales charge ("CDSC")
of the two funds and, for purposes of calculating CDSC rates and
conversion periods, will be deemed to have been held since the
date the Class B shares being exchanged were initially purchased.
To accomplish an exchange under item C above, an investor must notify
the Transfer Agent of the investor's prior ownership of such Class A shares
and the investor's account number.
To use this Privilege, an investor, or the investor's Service Agent
acting on the investor's behalf, must give exchange instructions to the
Transfer Agent in writing, by wire or by telephone, or in accordance with
the instructions pertaining to the investor's account at the Manager or its
affiliates. Telephone exchanges may be made only if the appropriate "YES"
box has been checked on the Account Application, or a separate signed
Shareholder Services Form is on file with the Transfer Agent. By using
this Privilege, the investor authorizes the Transfer Agent to act on
telephonic, telegraphic or written exchange instructions from any person
representing himself or herself to be the investor, or a representative of
the investor's Service Agent, and reasonably believed by the Transfer Agent
to be genuine. Telephone exchanges may be subject to limitations as to the
amount involved or the number of telephone exchanges permitted.
Auto-Exchange Privilege. The Auto-Exchange Privilege permits an
investor to purchase, in exchange for Class A, Class B or Class F shares of
the Series, shares of the same class of certain other funds in the First
Prairie Family of Funds or certain funds advised by Dreyfus. This
Privilege is available only for existing accounts. Shares will be
exchanged on the basis of relative net asset value as described above under
"Exchange Privilege." 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.
The Exchange Privilege and 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 from the Distributor, 144 Glenn Curtiss Boulevard, Uniondale, New
York 11556-0144. The Fund reserves the right to reject any exchange
request in whole or in part. The Exchange Privilege or Auto-Exchange
Privilege may be modified or terminated at any time upon notice to
shareholders.
Automatic Withdrawal Plan--Class A and Class B Shares Only. Automatic
Withdrawal 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 Class A and Class B shares, not the yield on the shares. If
withdrawal payments exceed reinvested dividends and distributions, the
investor's Class A and Class B shares will be reduced and eventually may be
depleted. An Automatic Withdrawal Plan may be established by completing
the appropriate application available from the Distributor, the Manager,
certain affiliates of the Manager or certain Service Agents. There is a
service charge of $.50 for each withdrawal check. Automatic Withdrawal may
be terminated at any time by the investor, the Fund or the Transfer Agent.
Class B shares withdrawn pursuant to the Automatic Withdrawal Plan will be
subject to any applicable CDSC.
Dividend Sweep--Class A and Class B Shares Only. Dividend Sweep allows
investors to invest on the payment date their dividends or dividends and
capital gain distributions, if any, from Class A and Class B shares of the
Fund in shares of the same Class of another fund in the First Prairie
Family of Funds or certain funds advised or administered by Dreyfus of
which the investor is a shareholder. Shares of the same Class of other
funds purchased pursuant to this Privilege will be purchased on the basis
of relative net asset value per share as follows:
A. Dividends and distributions paid with respect to Class A shares
by a fund may be invested without imposition of a sales load in
Class A shares of other funds that are offered without a sales
load.
B. Dividends and distributions paid with respect to Class A shares
by a fund which does not charge a sales load may be invested in
Class A shares of other funds sold with a sales load, and the
applicable sales load will be deducted.
C. Dividends and distributions paid with respect to Class A shares
by a fund which charges a sales load may be invested in Class A
shares of other funds sold with a sales load (referred to herein
as "Offered Shares"), provided that, if the sales load applicable
to the Offered Shares exceeds the maximum sales load charged by
the fund from which dividends or distributions are being swept,
without giving effect to any reduced loads, the difference will
be deducted.
D. Dividends and distributions paid with respect to Class B shares
by a fund may be invested without imposition of any applicable
CDSC in Class B shares of other funds and the Class B shares of
such other funds will be subject on redemption to any applicable
CDSC.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Fund Shares."
Valuation of Portfolio Securities. The Series' investments are valued
each business day using available market quotations or at fair value as
determined by one or more independent pricing services (collectively, the
"Service") approved by the Board of Trustees. The Service may use
available market quotations, employ electronic data processing techniques
and/or a matrix system to determine valuations. The Service's procedures
are reviewed by the Fund's officers under the general supervision of the
Board of Trustees. Expenses and fees, including the management fee and
expenses under the Shareholder Services Plan, with respect to the Class A
and Class B shares, and fees pursuant to the Distribution Plan, with
respect to the Class B shares only, are accrued daily and are taken into
account for the purpose of determining the net asset value of the relevant
Class of Series' shares. Because of the difference in operating expenses
incurred by each Class, the per share net asset value of each Class will
differ.
New York Stock Exchange Closings. The holidays (as observed) on which
the New York Stock Exchange is closed currently are: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas.
PORTFOLIO TRANSACTIONS
The Series' portfolio securities ordinarily are purchased from and
sold to parties acting as either principal or agent. Newly-issued
securities ordinarily are purchased directly from the issuer or from an
underwriter; other purchases and sales usually are placed with those
dealers from which it appears that the best price or execution can be
obtained. Ordinarily, no brokerage commissions, as such, are paid by the
Fund for such purchases and sales, although the price paid usually includes
an undisclosed compensation to the dealer acting as agent. The prices paid
to underwriters of newly-issued securities usually include a concession
paid by the issuer to the underwriter, and purchases of after-market
securities from dealers ordinarily are executed at a price between the bid
and asked price. No brokerage commissions have been paid by the Fund to
date.
Transactions are allocated to various dealers by the Fund's investment
personnel in their best judgment. The primary consideration is prompt and
effective execution of orders at the most favorable price. Subject to that
primary consideration, dealers may be selected for research, statistical or
other services to enable the Manager to supplement its own research and
analysis with the views and information of other securities firms and may
be selected based upon their sales of Fund shares.
Research services furnished by brokers through which the Fund effects
securities transactions may be used by the Manager in advising other funds
it advises and, conversely, research services furnished to the Manager by
brokers in connection with other funds or accounts the Manager advises may
be used by the Manager in advising the Fund. Although it is not possible
to place a dollar value on these services, it is the opinion of the Manager
that the receipt and study of such services should not reduce its overall
research expenses.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Dividends,
Distributions and Taxes."
The Series intends to continue to qualify as a "regulated investment
company" under the Code, so long as such qualification is in the best
interests of its shareholders. To qualify as a regulated investment
company, the Series must distribute at least 90% of its net income
(consisting of net investment income from tax exempt obligations and net
short-term capital gain) to its shareholders, must derive less than 30% of
its annual gross income from gain on the sale of securities held for less
than three months, and must meet certain asset diversification and other
requirements. Accordingly, the Series may be restricted in the selling of
securities held for less than three months, and in the utilization of
certain of the investment techniques described in the Prospectus. The
Code, however, allows the Series to net certain offsetting positions making
it easier for the Series to satisfy the 30% test. Qualification as a
regulated investment company relieves the Series from any liability for
Federal income taxes to the extent its earnings are distributed in
accordance with the applicable provisions of the Code. The term "regulated
investment company" does not imply the supervision of management or
investment practices or policies by any government agency.
Any dividend or distribution paid shortly after an investor's purchase
may have the effect of reducing the aggregate net asset value of his shares
below the cost of his investment. Such a dividend or distribution would be
a return on investment in an economic sense although taxable as stated in
"Dividends, Distributions and Taxes" in the Prospectus. In addition, the
Code provides that if a shareholder holds shares 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.
All or a portion of the gain realized from the disposition of certain
market discount bonds will be treated as ordinary income under Section
1276. In addition, all or a portion of the gain realized from engaging in
"conversion transactions" may be treated as ordinary income under Section
1258. "Conversion transactions" are defined to include certain option and
straddle transactions, transactions marketed or sold to produce capital
gains, or transactions described in Treasury regulations to be issued in
the future.
Under Section 1256 of the Code, gain or loss realized by the Series
from certain financial futures and options transactions will be treated as
60% long-term capital gain or loss and 40% short-term capital gain or loss.
Gain or loss will arise upon exercise or lapse of such futures and options
as well as from closing transactions. In addition, any such futures or
options remaining unexercised at the end of the Fund's taxable year will be
treated as sold for their then fair market value, resulting in additional
gain or loss to the Series characterized in the manner described above.
Offsetting positions held by the Series involving certain financial
futures 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 1256 of the Code,
which, in certain circumstances, overrides or modifies the provisions of
Section 1256. As such, all or a portion of any short or long-term capital
gain from certain "straddle" and/or conversion transactions may be
recharacterized to ordinary income.
If the Series were treated as entering into "straddles" by reason of
its engaging in financial futures contracts or options transactions, such
"straddles" would be characterized as "mixed straddles" if the futures or
options comprising a part of such "straddles" were governed by Section 1256
of the Code. The Series may make one or more elections with respect to
"mixed straddles." If no election is made, to the extent the straddle
rules apply to positions established by the Series, losses realized by the
Series will be deferred to the extent of unrealized gain in any offsetting
positions. Moreover, as a result of the straddle and conversion
transaction rules, short-term capital loss on "straddle" positions may be
recharacterized as long-term capital loss, and long-term capital gain may
be recharacterized as short-term capital gain or ordinary income.
Investment by the Series 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. For
example, the Series could be required to take into account annually a
portion of the discount (or deemed discount) at which such securities were
issued and to distribute such portion in order to maintain its
qualification as a regulated investment company. In such case, the Series
may have to dispose of securities which it might otherwise have continued
to hold in order to generate cash to satisfy these distribution
requirements.
PERFORMANCE INFORMATION
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Performance
Information."
Class B shares had not been offered as of the date of the financials
and, accordingly, no performance data are available for Class B.
The current yield for the 30-day period ended January 31, 1994 was
4.29% for Class A and 4.57% for Class F, which reflect the absorption of
certain expenses by the Manager and a waiver of the management fees without
which the yield for the 30-day period ended January 31, 1994 would have
been 2.17% for Class A and 2.60% for Class F. Current yield is computed
pursuant to a formula which operates as follows: The amount of expenses
accrued for the 30-day period (net of reimbursements) is subtracted from
the amount of the dividends and interest earned (computed in accordance
with regulatory requirements) by the Series during the period. That result
is then divided by the product of: (a) the average daily number of shares
outstanding during the period that were entitled to receive dividends, and
(b) the maximum offering price, in the case of Class A, or net asset value,
in the case of Class B or Class F, per share on the last day of the period
less any undistributed earned income per share reasonably expected to be
declared as a dividend shortly thereafter. The quotient is then added to
1, and that sum is raised to the 6th power, after which 1 is subtracted.
The current yield is then arrived at by multiplying the result by 2.
The average annual total return for the 0.912 year period ended
January 31, 1994 was (.04)% for Class A and 5.18% for Class F. Average
annual total return is calculated by determining the ending redeemable
value of an investment purchased with a hypothetical $1,000 payment made at
the beginning of the period (assuming the reinvestment of dividends and
distributions), dividing by the amount of the initial investment, taking
the "n"th root of the quotient (where "n" is the number of years in the
period) and subtracting 1 from the result. A Class's average annual total
return figures calculated in accordance with such formula assume that in
the case of Class A the maximum sales load has been deducted from the
hypothetical initial investment at the time of purchase or in the case of
Class B the maximum applicable CDSC has been paid upon redemption at the
end of the period.
Total return is calculated by subtracting the amount of the maximum
offering price, in the case of Class A, or net asset value, in the case of
Class B or Class F, per share at the beginning of a stated period from the
net asset value per share at the end of the period (after giving effect to
the reinvestment of dividends and distributions during the period), and
dividing the result by the maximum offering price, in the case of Class A,
or net asset value, in the case of Class B or Class F, 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 for Class A shares
or without giving effect to any applicable CDSC at the end of the period
for Class B shares. In such cases, the calculation would not reflect the
deduction of the sales load, which, if reflected, would reduce the
performance quoted. The total return for the period March 5, 1993
(commencement of operations) through January 31, 1994 for Class A was
(.04)%, based on maximum offering price per share, and 4.71%, based on net
asset value per share, and for Class F was 4.71%.
From time to time advertising materials for the Fund may refer to
Morningstar ratings and related analyses supporting such ratings.
INFORMATION ABOUT THE FUND
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "General
Information."
Each Series share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and non-
assessable. Series shares have no preemptive or subscription rights and
are freely transferable.
The Fund will send annual and semi-annual financial statements to all
its shareholders.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT,
COUNSEL AND INDEPENDENT AUDITORS
The Bank of New York, 110 Washington Street, New York, New York 10286,
is the Fund's custodian. The Shareholder Services Group, Inc., a
subsidiary of First Data Corporation, P.O. Box 9671, Providence, Rhode
Island 02940-9671, is the Fund's transfer and dividend disbursing agent.
Neither The Bank of New York nor The Shareholder Services Group, Inc. has
any part in determining the investment policies of the Fund or which
securities are to be purchased or sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New York 10004-
2696, as counsel for the Fund, has rendered its opinion as to certain legal
matters regarding the due authorization and valid issuance of the shares of
beneficial interest being sold pursuant to the Fund's Prospectus.
Ernst & Young, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of the Fund.
<TABLE>
<CAPTION>
FIRST PRAIRIE U.S. GOVERNMENT INCOME FUND, INTERMEDIATE SERIES
STATEMENT OF INVESTMENTS JANUARY 31, 1994
PRINCIPAL
BOND AND NOTES-95.8% AMOUNT VALUE
---------- ----------
<S> <C> <C>
MORTGAGE-BACKED CERTIFICATES-23.6%
Federal Home Loan Mortgage Corporation,
Guaranteed Mortgage Participation Certificates
Series 1118, Class H, 8 1/4%, 7/15/2001.................................... $ 500,000 $ 518,594
Federal Home Loan Mortgage Corporation,
Guaranteed Mortgage Participation Certificates
Series 98, Class E, 8 1/4%, 11/15/2020..................................... 250,000 259,883
Federal National Mortgage Association,
Guaranteed Mortgage Pass Thru Certificates
7%, 6/1/2023............................................................... 96,956 99,410
Federal National Mortgage Association,
Guaranteed Pass Thru Certificates
Series 174, Class K, 7%, 4/25/2006......................................... 250,000 257,812
Government National Mortgage Association,
Guaranteed Mortgage Pass Thru Certificates
8 1/2%, 3/15/2023.......................................................... 82,862 88,068
----------
TOTAL MORTGAGE-BACKED CERTIFICATES............................................. $1,223,767
==========
U.S. TREASURY NOTES-72.2%
5 1/8%, 2/28/1998.......................................................... $ 210,000 $ 212,592
5 1/8%, 6/30/1998.......................................................... 400,000 403,812
5 3/8%, 5/31/1998.......................................................... 375,000 382,149
6 7/8%, 4/30/1997.......................................................... 75,000 80,227
7 3/8%, 5/15/1996.......................................................... 750,000 800,742
7 1/2%, 11/15/2001......................................................... 200,000 225,687
7 1/2%, 5/15/2002.......................................................... 150,000 169,640
7 3/4%, 2/15/1995.......................................................... 200,000 208,391
7 7/8%, 11/15/1999......................................................... 415,000 471,025
8 5/8%, 8/15/1994.......................................................... 240,000 246,787
8 7/8%, 11/15/1997......................................................... 480,000 548,625
----------
TOTAL U.S. TREASURY NOTES.................................................................. $3,749,677
==========
TOTAL INVESTMENTS
(cost $4,764,350).......................................................... 95.8% $4,973,444
====== ==========
CASH AND RECEIVABLES (NET)..................................................... 4.2% $ 218,954
====== ==========
NET ASSETS..................................................................... 100.0% $5,192,398
====== ==========
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
FIRST PRAIRIE U.S. GOVERNMENT INCOME FUND, INTERMEDIATE SERIES
STATEMENT OF ASSETS AND LIABILITIES JANUARY 31, 1994
<S> <C>
ASSETS:
Investments in securities, at value
(cost $4,764,350)-see statement........................................ $4,973,444
Cash....................................................................... 58,364
Interest receivable........................................................ 70,383
Prepaid expenses-Note 1(e)................................................. 73,493
Due from The First National Bank of Chicago................................ 88,532
----------
5,264,216
LIABILITIES;
Accrued expenses and other liabilities..................................... 71,818
----------
NET ASSETS..................................................................... $5,192,398
==========
REPRESENTED BY:
Paid-in capital............................................................ $4,982,098
Accumulated undistributed net realized gain on investments................. 1,206
Accumulated net unrealized appreciation on investments-Note 3.............. 209,094
----------
NET ASSETS at value............................................................ $5,192,398
==========
Shares of Beneficial Interest outstanding:
Class A Shares
(unlimited number of $.001 par value shares authorized)................ 7,860
==========
Class F Shares
(unlimited number of $.001 par value shares authorized)................ 621,543
==========
NET ASSET VALUE per share:
Class A Shares
($64,878 / 7,860 shares)............................................... $8.25
=====
Class F Shares
($5,127,520 / 621,543 shares).......................................... $8.25
=====
</TABLE>
<TABLE>
STATEMENT OF OPERATIONS FROM MARCH 5, 1993 (COMMENCEMENT OF OPERATIONS) TO JANUARY 31, 1994
<S> <C> <C>
INVESTMENT INCOME:
INTEREST INCOME............................................................ $ 269,055
EXPENSES:
Management fee-Note 2(a)............................................... $ 26,010
Legal fees............................................................. 29,536
Auditing fees.......................................................... 22,037
Organization expenses.................................................. 14,391
Shareholders' reports.................................................. 7,055
Shareholder servicing costs-Note 2(b).................................. 5,323
Trustees' fees and expenses-Note 2(c).................................. 4,277
Registration fees...................................................... 2,508
Custodian fees......................................................... 946
Miscellaneous.......................................................... 2,397
----------
114,480
Less-expense reimbursement from Manager due to undertakings............ 114,480
----------
TOTAL EXPENSES..................................................... --
----------
INVESTMENT INCOME-NET.............................................. 269,055
REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS:
Net realized gain on investments-Note 3.................................... $ 13,430
Net unrealized (depreciation) on investments-Note 1........................ (60,015)
----------
NET REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS.................. (46,585)
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................... $ 222,470
==========
See notes to financial statements.
</TABLE>
<TABLE>
FIRST PRAIRIE U.S. GOVERNMENT INCOME FUND, INTERMEDIATE SERIES
STATEMENT OF CHANGES IN NET ASSETS
FROM MARCH 5, 1993 (COMMENCEMENT OF OPERATIONS) TO JANUARY 31, 1994
<S> <C> <C>
OPERATIONS:
Investment income-net................................................................... $ 269,055
Net realized gain on investments........................................................ 13,430
Net unrealized (depreciation) on investments for the period............................. (60,015)
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............................ 222,470
----------
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net:
Class A shares...................................................................... (1,326)
Class F shares...................................................................... (267,729)
Net realized gain on investments:
Class A shares...................................................................... (152)
Class F shares...................................................................... (12,072)
----------
TOTAL DIVIDENDS................................................................. (281,279)
----------
BENEFICIAL INTEREST TRANSACTIONS:
Net proceeds from shares sold:
Class A shares...................................................................... 51,267
Class F shares...................................................................... 5,247,186
Dividends reinvested:
Class A shares...................................................................... 1,484
Class F shares...................................................................... 5,299
Cost of shares redeemed:
Class A shares...................................................................... --
Class F shares...................................................................... (154,029)
----------
INCREASE IN NET ASSETS FROM BENEFICIAL INTEREST TRANSACTIONS.................... 5,151,207
----------
TOTAL INCREASE IN NET ASSETS................................................ 5,092,398
NET ASSETS:
Beginning of period..................................................................... 100,000
----------
End of period........................................................................... $5,192,398
==========
SHARES
--------------------------
YEAR ENDED
JANUARY 31, 1994*
--------------------------
CLASS A CLASS F
---------- ----------
CAPITAL SHARE TRANSACTIONS:
Shares sold................................................................ 6,185 628,922
Shares issued for dividends reinvested..................................... 180 639
Shares redeemed............................................................ -- (18,488)
---------- ----------
NET INCREASE IN SHARES OUTSTANDING..................................... 6,365 611,073
========== ==========
- -------------------
*From March 5, 1993 (commencement of operations) through January 31, 1994.
See notes to financial statements.
</TABLE>
FIRST PRAIRIE U.S. GOVERNMENT INCOME FUND, INTERMEDIATE SERIES
Reference is made to page 4 of the Prospectus dated May 18, 1994.
See notes to financial statements.
FIRST PRAIRIE U.S. GOVERNMENT INCOME FUND, INTERMEDIATE SERIES
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
First Prairie U.S. Government Income Fund (the "Fund") was organized
as a Massachusetts business trust on March 12, 1992 and operates as a
series company currently offering one series, the Intermediate Series (the
"Series"). The Series had no operations prior to March 5, 1993 other than
matters relating to its organization and registration as a diversified
open-end management investment company under the Investment Company
Act of 1940 ("Act") and the Securities Act of 1933 and the sale and
issuance of 1,495 Class A shares and 10,470 Class F shares of Beneficial
Interest ("Initial Shares") to The Dreyfus Corporation ("Dreyfus"). Dreyfus
provides certain administrative services to the Fund-see Note 2(a). The
First National Bank of Chicago ("Manager") serves as the Fund's
investment adviser.
On March 3, 1993, the Manager acting as Trustee for Personal Trust
Government Bond Fund ("Bond Fund") agreed to transfer the assets of Bond
Fund, subject to Bond Fund's liabilities, to the Series in exchange for
Class F shares of Beneficial Interest of the Series at net asset value (the
"Exchange"). The Exchange became effective after the close of business
on March 4, 1993, at which time the Series issued 475,345 Class F shares
valued at $8.36 per share to participants in the Bond Fund in exchange for
the Bond Fund's net assets valued at $3,972,686. The Bond Fund's net
assets included $269,109 of unrealized appreciation which was
transferred to the Fund in the Exchange. The Fund commenced operations
on March 5, 1993.
Dreyfus Service Corporation ("Distributor") acts as the distributor of
the Fund's shares. The Distributor is a wholly-owned subsidiary of Dreyfus.
The Series offers both Class A and Class F shares. Class A shares are
subject to a sales charge imposed at the time of purchase and Class F
shares are offered without a sales charge. Other differences between the
two Classes include the services offered to and the expenses borne by
each Class.
(A) PORTFOLIO VALUATION: The Series' investments (excluding short-
term investments) are valued each business day by an independent pricing
service ("Service") approved by the Board of Trustees. Investments for
which quoted bid prices in the judgment of the Service are readily
available and are representative of the bid side of the market are valued
at the mean between the quoted bid prices (as obtained by the Service
from dealers in such securities) and asked prices (as calculated by the
Service based upon its evaluation of the market for such securities). Other
investments (which constitute a majority of the portfolio securities) are
carried at fair value as determined by the Service, based on methods
which include consideration of: yields or prices of securities of
comparable quality, coupon, maturity and type; indications as to values
from dealers; and general market conditions. Short-term investments are
carried at amortized cost, which approximates value.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss
from securities transactions are recorded on the identified cost basis.
Interest income including, where applicable, amortization of discount on
investments, is recognized on the accrual basis.
(C) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Series to
declare dividends daily from investment income-net. Such dividends are
paid monthly. Dividends from net realized capital gain are normally
declared and paid annually, but the Series may make distributions on a
more frequent basis to comply with the distribution requirements of the
Internal Revenue Code. However, to the extent that net realized capital
gain can be offset by capital loss carryovers, if any, it is the policy of the
Series not to distribute such gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Series to continue to
qualify as a regulated investment company, if such qualification is in the
best interests of its shareholders, by complying with the provisions
available to certain investment companies, as defined in applicable
sections of the Internal Revenue Code, and to make distributions of
taxable income sufficient to relieve it from all, or substantially all,
Federal income taxes.
FIRST PRAIRIE U.S. GOVERNMENT INCOME FUND, INTERMEDIATE SERIES
NOTES TO FINANCIAL STATEMENTS (continued)
(E) OTHER: Organization expenses paid by the Series are included in
prepaid expenses and are being amortized to operations from March 5,
1993, the date operations commenced, over the period during which it is
expected that a benefit will be realized, not to exceed five years. At
January 31, 1994, the unamortized balance of such expenses amounted to
$70,941. In the event that any of the Initial Shares are redeemed during
the amortization period, the redemption proceeds will be reduced by any
unamortized organization expenses in the same proportion as the number
of such shares being redeemed bears to the number of such shares
outstanding at the time of such redemption.
NOTE 2-MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the
Manager, the management fee is computed at the annual rate of .60 of 1%
of the average daily value of the Series' net assets and is payable monthly.
The Agreement further provides that if in any full fiscal year the
aggregate expenses of the Series, exclusive of taxes, brokerage, interest
on borrowings and extraordinary expenses, exceed the expense limitation
of any state having jurisdiction over the Series, the Series may deduct
from the payments to be made to the Manager, or the Manager will bear
such excess to the extent required by state law.
The Manager has engaged Dreyfus to assist it in providing certain
administrative services for the Series pursuant to a separate agreement
between the Manager and Dreyfus. Pursuant to its agreement with Dreyfus,
the Manager has agreed to pay Dreyfus a monthly fee at the annual rate of
.08 of 1% of the value of the Series' average daily net assets. Dreyfus is
currently waiving its administration fee.
The Manager has undertaken from March 5, 1993 to reimburse all fees
and expenses of the Series. Pursuant to the undertaking, the Manager
waived its fee of $26,010 and reimbursed excess expenses of $88,470 for
the period ended January 31, 1994.
The undertaking may be modified by the Manager from time to time,
provided that the resulting expense
reimbursement would not be less than the amount required pursuant to the
Agreement.
The Distributor retained $120 during the period ended January 31, 1994
from commissions earned on sales of the Fund's Class A shares.
(B) The Series has adopted a Service Plan (the "Plan") pursuant to
which it has agreed to pay costs and expenses in connection with
advertising and marketing Class A shares of the Series and payments made
to one or more Service Agents (which may include the Manager, Dreyfus
and the Distributor) based on the value of the Series' Class A shares
owned by clients of the Service Agent. These advertising and marketing
expenses and fees of the Service Agents may not exceed an annual rate of
.25 of 1% of the Series' Class A average daily net assets. The Plan also
separately provides for the Series to bear the costs of preparing, printing
and distributing certain of the Series' prospectuses and statements of
additional information and costs associated with implementing and
operating the Plan, not to exceed the greater of $100,000 or .005 of 1% of
the Series' Class A average daily net assets for any full fiscal year. For
the period ended January 31, 1994, the Series was charged $56 pursuant
to the Plan, but these amounts were not paid by the Series pursuant to the
undertaking in effect (see Note 2 (a)).
(C) Certain officers and trustees of the Fund are "affiliated persons,"
as defined in the Act, of the Manager or Dreyfus. Each trustee who is not
an "affiliated person" receives from the Fund an annual fee of $1,000 and
an attendance fee of $250 per meeting.
(D) On December 5, 1993, Dreyfus entered into an Agreement and Plan of
Merger providing for the merger of Dreyfus with a subsidiary of Mellon
Bank Corporation ("Mellon").
FIRST PRAIRIE U.S. GOVERNMENT INCOME FUND, INTERMEDIATE SERIES
NOTES TO FINANCIAL STATEMENTS (continued)
Following the merger, it is planned that Dreyfus will be a direct
subsidiary of Mellon Bank, N.A. Closing of this merger is subject to a
number of contingencies, including the receipt of certain regulatory
approvals and the approvals of the stockholders of Dreyfus and of Mellon.
The merger is expected to occur in mid-1994, but could occur later.
NOTE 3-SECURITIES TRANSACTIONS:
The aggregate amount of purchases and sales (including paydowns) of
investment securities, excluding short-term securities, during the period
ended January 31, 1994, amounted to $5,944,132 and $1,202,939,
respectively.
At January 31, 1994, accumulated net unrealized appreciation on
investments was $209,094, consisting of $211,840 gross unrealized
appreciation and $2,746 gross unrealized depreciation.
At January 31, 1994, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
FIRST PRAIRIE U.S. GOVERNMENT INCOME FUND, INTERMEDIATE SERIES
REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF TRUSTEES
FIRST PRAIRIE U.S. GOVERNMENT INCOME FUND, INTERMEDIATE SERIES
We have audited the accompanying statement of assets and liabilities
of First Prairie U.S. Government Income Fund, Intermediate Series,
including the statement of investments, as of January 31, 1994, and the
related statements of operations and changes in net assets and financial
highlights for the period from March 5, 1993 (commencement of
operations) to January 31, 1994. These financial statements and financial
highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of January 31, 1994 by
correspondence with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of First Prairie U.S. Government Income Fund, Intermediate Series
at January 31, 1994, and the results of its operations, the changes in its
net assets and the financial highlights for the period from March 5, 1993
to January 31, 1994, in conformity with generally accepted accounting
principles.
(Ernst and Young Signature Logo)
New York, New York
March 11, 1994
FIRST PRAIRIE U.S. GOVERNMENT INCOME FUND
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement
Condensed Financial Information for the period from March 5,
1993 (commencement of operations) to January 31, 1994.
Included in Part B of the Registration Statement:
Statement of Investments--January 31, 1994
Statement of Assets and Liabilities--January 31, 1994
Statement of Operations--from March 5, 1993
(commencement of operations) to January 31, 1994
Statement of Changes in Net Assets--from March 5, 1993
(commencement of operations) to January 31, 1994
Notes to Financial Statements
Report of Ernst & Young, Independent Auditors, dated
March 11, 1994
Schedules No. I through VII and other financial statement information, for
which provision is made in the applicable accounting regulations of the
Securities and Exchange Commission, are either omitted because they are not
required under the related instructions, they are inapplicable, or the
required information is presented in the financial statements or notes
thereto which are included in Part B of the Registration Statement.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1)(a) Registrant's Agreement and Declaration of Trust and Articles of
Amendment are incorporated by reference to Exhibit (1) of the
Registration Statement on Form N-1A, filed on March 13, 1992.
(1)(b) Registrant's Amended and Restated Agreement and Declaration of
Trust dated August 10, 1992 is incorporated by reference to
Exhibit (1)(b) of Pre-Effective Amendment No. 2 to the
Registration Statement on Form N-1A, filed on September 29, 1992.
(2) Registrant's Amended and Restated By-Laws, as amended, are
incorporated by reference to Exhibit (2) of Pre-Effective
Amendment No. 3 to the Registration Statement on Form N-1A, filed
on January 27, 1993.
(5) Management Agreement, as revised, is incorporated by reference to
Exhibit (5) of Post-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on July 14, 1993.
(6)(a) Distribution Agreement, as revised, is incorporated by reference
to Exhibit (6) of Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on July 14, 1993.
(6)(b) Forms of Service Agreement are incorporated by reference to
Exhibit 6(b) of Pre-Effective Amendment No. 3 to the Registration
Statement on Form N-1A, filed on January 27, 1993.
(6)(c) The Distribution Agreement, as revised, is incorporated by
reference to Exhibit 6(c) of Post-Effective Amendment No. 2 to
the Registration Statement on Form N-1A, filed on January 13,
1994.
(8)(a) The Custody Agreement is incorporated by reference to Exhibit
8(a) of Pre-Effective Amendment No. 3 to the Registration
Statement on Form N-1A, filed on January 27, 1993.
(9)(a) The Master Administration Agreement, as revised, is incorporated
by reference to Exhibit (9) of Post-Effective Amendment No. 1 to
the Registration Statement on Form N-1A, filed on July 14, 1993.
(9)(b) Shareholder Services Plan is incorporated by reference to Exhibit
(9)(b) of Post-Effective Amendment No. 2 to the Registration
Statement on Form N-1A, filed on January 13, 1994.
(10) Opinion and consent of Registrant's counsel is incorporated by
reference to Exhibit (10) of Pre-Effective Amendment No. 3 to the
Registration Statement on Form N-1A, filed on January 27, 1993.
(11) Consent of Independent Auditors.
(15)(a) Service Plan, as revised, is incorporated by reference to Exhibit
(15) of Post-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on July 14, 1993.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
(15)(b) Form of Distribution Plan.
(16) Yield Computation Schedule is incorporated by reference to
Exhibit (16) of Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on July 14, 1993.
Other Exhibits
______________
(a) Powers of Attorney.
(b) Registrant's Certificate of Secretary is incorporated
by reference to Other Exhibits (b) of Pre-Effective
Amendment No. 3 to the Registration Statement on Form
N-1A, filed on January 27, 1993.
Item 25. Persons Controlled by or under Common Control with Registrant.
_______ ______________________________________________________________
Not Applicable
Item 26. Number of Holders of Securities.
_______ ________________________________
(1) (2)
Number of Record
Title of Class Holders as of April 19, 1994
______________ _____________________________
Class A - Shares of
beneficial interest,
par value $.001 per share 3
Class B - Shares of
beneficial interest,
par value $.001 per share 1
Class F - Shares of
beneficial interest,
par value $.001 per share 2
Item 27. Indemnification
_______ _______________
Reference is made to Article EIGHTH of the Registrant's Amended
and Restated Agreement and Declaration of Trust incorporated by
reference to Exhibit (1)(b) of Pre-Effective Amendment No. 2 to
the Registration Statement filed under the Securities Act of 1933
on September 29, 1992. The application of these provisions is
limited by Article 10 of the Registrant's Amended and Restated
By-Laws incorporated by reference to Exhibit (2) of Pre-Effective
Amendment
Item 27. Indemnification (continued)
_______ ___________________________
No. 3 to the Registration Statement filed under the Securities Act
of 1933 on January 27, 1993, and the following undertaking set
forth in the rule promulgated by the Securities and Exchange
Commission:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, 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
trustee, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such trustee, 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 is also made to the Distribution Agreement, as revised.
Item 28. Business and Other Connections of the Manager.
_______ _____________________________________________
Officers and Directors of the Manager;
The Manager is a commercial bank providing a wide range of banking and
investment services.
To the knowledge of the Registrant, none of the directors or executive
officers of the Manager, except those described below, are or have been, at
any time during the past two years, engaged in any other business,
profession, vocation or employment of a substantial nature, except that
certain directors and executive officers of the Manager also hold or have
held various positions with bank and non-bank affiliates of the Manager,
including its parent, First Chicago Corporation.
Item 28. Business and Other Connections of the Manager.
_______ __________________________________________________________
Principal Occupation or Other
Position with the Employment of a Substantial
Name Manager Nature
____ _________________ _____________________________
Richard L. Thomas Chairman of the Serves as Chairman of the
Board, Chief Board, Chief Executive Officer
Executive Officer and President of First Chicago
and President Corporation*
John H. Bryan Director Chairman of the Board and
Chief Executive Officer, Sara
Lee Corporation*
Dean L. Buntrock Director Chairman of the Board and
Chief Executive Officer, Waste
Management, Inc.*
Frank W. Considine Director Honorary Chairman of the Board
and Chairman of the Executive
Committee, American National
Can Company*
James S. Crown Director General Partner, Henry Crown
and Company (Not
Incorporated)*
Donald P. Jacobs Director Dean of the J.L. Kellogg
Graduate School of Management,
Northwestern University*
Charles S. Locke Director Chairman of the Board and
Chief Executive Officer,
Morton International, Inc.*
Richard M. Morrow Director Retired Chairman and Chief
Executive Officer, Amoco
Corporation*
Leo F. Mullin Director, President President and Chief Operating
and Chief Operating Officer Of First Chicago
Officer Corporation and Chairman,
American National Corporation
Earl L. Neal Director Principal, Earl L. Neal &
Associates, a Law firm
James J. O'Connor Director Chairman and Chief Executive
Officer, Commonwealth Edison
Company*
_____________________________
* Serves as a Director of First Chicago Corporation.
Item 28. Business and Other Connections of the Manager. (continued)
_______ __________________________________________________________
Principal Occupation or Other
Position with the Employment of a Substantial
Name Manager Nature
____ _________________ _____________________________
Jerry K. Pearlman Director Chairman, President and Chief
Executive Officer, Zenith
Electronics Corporation*
Ernestine M. Raclin Director Chairman of the Board, 1st
Source Corporation*
Jack F. Reichert Director Chairman of the Board,
President and Chief Executive
Officer, Brunswick Corporation
Patrick G. Ryan Director President and Chief Executive
Officer, Aon Corporation*
George A. Shaefer Director Chairman of the Board,
Retired, and Director,
Caterpillar Inc.*
Adele Simmons Director President, John D. and
Catherine T. MacArthur
Foundation
Roger W. Stone Director Chairman of the Board,
President and Chief Executive
Officer, Stone Container
Corporation*
David J. Vitale Director and Vice Chairman of First
Vice Chairman Chicago Corporation*
_____________________________
* Serves as a Director of First Chicago Corporation.
Item 28. Business and Other Connections of the Manager. (continued)
_______ __________________________________________________________
Name Position with the Manager
____ _________________________
Marvin J. Alef, Jr. Executive Vice President
John W. Ballantine Executive Vice President
Jerry C. Bradshaw Executive Vice President
Sherman I. Goldberg Executive Vice President,
General Counsel and Secretary
Donald R. Hollis Executive Vice President
W. G. Jurgensen Executive Vice President and
Chief Financial Officer
Scott P. Marks, Jr. Executive Vice President
Robert A. Rosholt Executive Vice President
and Chief Financial Officer
J. Mikesell Thomas Executive Vice President
Item 28. Business and Other Connections of Administrator (continued)
________ ________________________________________________________________
Officers and Directors of Administrator
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees of
Skillman Foundation.
Member of The Board of Vintners Intl.
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and member of the Executive
Committee of Avnet, Inc.**
ABIGAIL Q. McCARTHY Author, lecturer, columnist and educational
Director consultant
2126 Connecticut Avenue
Washington, D.C. 20008
DAVID B. TRUMAN Educational consultant;
Director Past President of the Russell Sage Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount Holyoke College
South Hadley, Massachusetts 01075;
Former Director:
Student Loan Marketing Association
1055 Thomas Jefferson Street, N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board, President and
Chairman of the Board and Investment Officer:
Chief Executive Officer Dreyfus Capital Growth Fund (A Premier
Fund)++;
Chairman of the Board and Investment Officer:
The Dreyfus Fund Incorporated++;
Dreyfus New Leaders Fund, Inc.++;
The Dreyfus Socially Responsible Growth
Fund, Inc. ++;
The Dreyfus Third Century Fund, Inc.++;
Chairman of the Board:
Dreyfus Acquisition Corporation*;
Dreyfus America Fund++++;
The Dreyfus Consumer Credit
Corporation*;
HOWARD STEIN Dreyfus Land Development Corporation*;
(cont'd) Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
President, Managing General Partner and
Investment Officer:
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Strategic Growth, L.P. ++;
Director, President and Investment Officer:
Dreyfus Appreciation Fund, Inc.++;
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Focus Funds, Inc.++;
Dreyfus Global Investing++;
Dreyfus Growth Opportunity Fund, Inc.++;
Premier Growth Fund, Inc.++;
Dreyfus Growth Allocation Fund, Inc.++
Director and Investment Officer:
Dreyfus Growth and Income Fund, Inc.++;
President:
Dreyfus Consumer Life Insurance
Company*;
Director:
Avnet, Inc.**;
Comstock Partners Strategy Fund,
Inc.***;
Dreyfus A Bonds Plus, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
The Dreyfus Fund International
Limited++++++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus Partnership Management,
Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Realty Advisors, Inc.+++;
Dreyfus Service Organization, Inc.*;
Dreyfus Strategic Governments Income,
Inc.++;
The Dreyfus Trust Company++;
General Government Securities Money
Market Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
FN Network Tax Free Money Market Fund,
Inc.++;
Seven Six Seven Agency, Inc.*;
HOWARD STEIN World Balanced Fund++++;
(cont'd) Trustee and Investment Officer:
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Strategic Investing++;
Dreyfus Variable Investment Fund++;
Trustee:
Corporate Property Investors
New York, New York;
Dreyfus BASIC U.S. Government Money
Market Fund++;
Dreyfus California Tax Exempt Money
Market Fund++;
Dreyfus Institutional Money Market
Fund++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Investors GNMA Fund++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Strategic Income++
JULIAN M. SMERLING Director and Executive Vice President:
Vice Chairman of the Dreyfus Service Corporation*;
Board of Directors Director and Vice President:
Dreyfus Consumer Life Insurance
Company*;
Dreyfus Service Organization, Inc.*;
Vice Chairman and Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Director:
The Dreyfus Consumer Credit
Corporation*;
Dreyfus Partnership Management, Inc.*;
Seven Six Seven Agency, Inc.*
JOSEPH S. DiMARTINO Director and Chairman of the Board:
President, Chief Operating The Dreyfus Trust Company++;
Officer and Director Director, President and Investment Officer:
Dreyfus Cash Management Plus, Inc.++;
Dreyfus International Equity Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
General Government Securities Money
Market Fund, Inc.++;
General Money Market Fund, Inc.++;
Director and President:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit
Corporation*;
Dreyfus Edison Electric Index Fund,
Inc.++;
JOSEPH S. DiMARTINO Dreyfus Life and Annuity Index Fund,
(cont'd) Inc.++;
Dreyfus Partnership Management, Inc.*;
The Dreyfus Trust Company (N.J.)++;
Dreyfus-Wilshire Target Funds, Inc.++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Trustee, President and Investment Officer:
Dreyfus Cash Management++;
Dreyfus Government Cash Management++;
Dreyfus Institutional Money Market
Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash
Management++;
Dreyfus Variable Investment Fund++;
Premier GNMA Fund++;
Trustee and President:
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie U.S. Government Income
Fund++;
First Prairie U.S. Treasury Securities
Cash Management++;
Trustee, Vice President and Investment
Officer:
Dreyfus Institutional Short Term
Treasury Fund++;
Trustee and Investment Officer:
Premier GNMA Fund++;
Director and Executive Vice President:
Dreyfus Service Corporation*;
Director, Vice President and Investment
Officer:
Dreyfus Balanced Fund, Inc.++;
Director and Vice President:
Dreyfus Service Organization, Inc.*;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
Director and Investment Officer:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Appreciation Fund, Inc.++;
Dreyfus Short-Term Income Fund, Inc.++;
Premier Growth Fund, Inc.++;
Director and Corporate Member:
Muscular Dystrophy Association
810 Seventh Avenue
New York, New York 10019;
JOSEPH S. DiMARTINO Director:
(cont'd) Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Noel Group, Inc.
667 Madison Avenue
New York, New York 10021;
Trustee:
Bucknell University
Lewisburg, Pennsylvania 17837;
President and Investment Officer:
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money
Market Fund++;
Vice President:
Dreyfus Consumer Life Insurance
Company*;
Investment Officer:
The Dreyfus Fund Incorporated++;
Dreyfus Investors GNMA Fund++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
President, Chief Operating Officer and
Director:
Major Trading Corporation*
LAWRENCE M. GREENE Chairman of the Board:
Legal Consultant and The Dreyfus Security Savings
Director Bank, F.S.B.+;
Director and Executive Vice President:
Dreyfus Service Corporation*;
Director and Vice President:
Dreyfus Acquisition Corporation*;
Dreyfus Consumer Life Insurance
Company*;
Dreyfus Service Organization, Inc.*;
Director:
Dreyfus America Fund++++;
Dreyfus BASIC Municipal Fund ++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Connecticut Municipal Money
Market Fund, Inc.++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Intermediate Municipal Bond
Fund, Inc.++;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Municipal Money
Market Fund, Inc.++;
LAWRENCE M. GREENE Dreyfus New Leaders Fund, Inc.++;
(cont'd) Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus Ohio Municipal Money Market
Fund, Inc.++;
Dreyfus Precious Metals, Inc.*;
Dreyfus Thrift & Commerce+++;
The Dreyfus Trust Company (N.J.)++;
Seven Six Seven Agency, Inc.*;
Vice President:
Dreyfus Growth Opportunity Fund, Inc.++;
Trustee:
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Investment Officer:
The Dreyfus Fund Incorporated++
ROBERT F. DUBUSS Director and Treasurer:
Vice President Major Trading Corporation*;
Director and Vice President:
The Dreyfus Consumer Credit
Corporation*;
The Truepenny Corporation*;
Vice President:
Dreyfus Consumer Life Insurance
Company*;
Treasurer:
Dreyfus Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
Assistant Treasurer:
The Dreyfus Fund Incorporated++;
Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Dreyfus Thrift & Commerce****
ALAN M. EISNER Director and President:
Vice President and Chief The Truepenny Corporation*;
Financial Officer Vice President and Chief Financial Officer:
Dreyfus Acquisition Corporation*;
Dreyfus Consumer Life Insurance
Company*;
Treasurer:
Dreyfus Realty Advisors, Inc.+++;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Director:
Dreyfus Thrift & Commerce****;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*
DAVID W. BURKE Vice President and Director:
Vice President and Chief The Dreyfus Trust Company++;
Administrative Officer Formerly, President:
CBS News, a division of CBS, Inc.
524 West 57th Street
New York, New York 10019
Director:
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt Bond
Fund, Inc.++;
Dreyfus Connecticut Municipal Money
Market Fund, Inc.++;
Dreyfus Intermediate Municipal Bond
Fund, Inc.++;
Dreyfus Massachusetts Municipal Money
Market Fund, Inc.++;
Dreyfus Massachusetts Tax Exempt Bond
Fund ++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Municipal Money
Market Fund, Inc.++;
Dreyfus New York Tax Exempt Bond
Fund, Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund, Inc.++;
Dreyfus Ohio Municipal Money Market
Fund, Inc.++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Trustee:
Dreyfus BASIC U.S. Government Money
Market Fund++;
Dreyfus California Intermediate
Municipal Bond Fund++;
Dreyfus California Tax Exempt Money
Market Fund++;
Dreyfus Cash Management++;
Dreyfus Connecticut Intermediate
Municipal Bond Fund++;
Dreyfus Government Cash Management++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt
Bond Fund++;
Dreyfus Municipal Cash Management
Plus++;
Dreyfus New Jersey Intermediate
Municipal Bond Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
DAVID W. BURKE Dreyfus Pennsylvania Municipal Money
(cont'd) Market Fund++;
Dreyfus Short-Intermediate Government
Fund++
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Tax Exempt Cash Management++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++
ELIE M. GENADRY President:
Vice President - Institutional Services Division of
Institutional Sales Dreyfus Service Corporation*;
Broker-Dealer Division of Dreyfus
Service Corporation*;
Group Retirement Plans Division of
Dreyfus Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.*;
Senior Vice President:
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Municipal Cash Management
Plus++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus Tax Exempt Cash Management++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash
Management++;
Dreyfus-Wilshire Target Funds, Inc.++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Vice President:
The Dreyfus Trust Company++;
Premier Insured Municipal Bond Fund++;
Premier California Municipal Bond
Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Vice President-Sales:
The Dreyfus Trust Company (N.J.)++;
Treasurer:
Pacific American Fund+++++
DANIEL C. MACLEAN Director, Vice President and Secretary:
Vice President and General Dreyfus Precious Metals, Inc.*;
Counsel Director and Vice President:
The Dreyfus Consumer Credit
Corporation*;
The Dreyfus Trust Company (N.J.)++;
Director and Secretary:
Dreyfus Partnership Management, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation+;
Director:
Dreyfus America Fund++++;
Dreyfus Consumer Life Insurance
Company*;
The Dreyfus Trust Company++;
Vice President:
Dreyfus Appreciation Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money
Market Fund++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money
Market Fund, Inc.++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Intermediate Municipal
Bond Fund++;
Dreyfus Focus Funds, Inc.++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth and Income Fund, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond
Fund, Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Municipal Cash Management
Plus++;
Dreyfus New Jersey Municipal Money
Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
DANIEL C. MACLEAN Dreyfus New York Insured Tax Exempt Bond
(cont'd) Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market
Fund, Inc.++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal
Bond Fund++;
The Dreyfus Socially Responsible Growth
Fund, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash
Management++;
Dreyfus-Wilshire Target Funds, Inc.++;
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
First Prairie U.S. Government Income
Fund++;
First Prairie U.S. Treasury Securities
Cash Management++;
FN Network Tax Free Money Market Fund,
Inc.++;
General California Municipal Money
Market Fund++;
General Government Securities Money
Market Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Premier Insured Municipal Bond Fund++;
Premier California Municipal Bond
Fund++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Municipal Bond Fund++;
DANIEL C. MACLEAN Premier New York Municipal Bond Fund++;
(cont'd) Premier State Municipal Bond Fund++;
Secretary:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Acquisition Corporation*;
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money
Market Fund++;
Dreyfus California Intermediate
Municipal Bond Fund++;
Dreyfus California Municipal Income,
Inc.++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Connecticut Intermediate
Municipal Bond Fund++;
Dreyfus Florida Municipal Money Market
Fund++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Global Investing++;
Dreyfus Growth Allocation Fund, Inc.++;
Dreyfus Institutional Money Market
Fund++;
Dreyfus International Equity Fund,
Inc.++;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Intermediate
Municipal Bond Fund++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus New York Municipal Income,
Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.*;
Dreyfus Short-Term Income Fund, Inc.++;
Dreyfus Strategic Governments Income,
Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
DANIEL C. MACLEAN Dreyfus Strategic Municipal Bond Fund,
(cont'd) Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Variable Investment Fund++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
General California Municipal Bond Fund,
Inc.++;
Seven Six Seven Agency, Inc.*;
Director and Assistant Secretary:
The Dreyfus Fund International
Limited++++++
JEFFREY N. NACHMAN Vice President-Financial:
Vice President - Mutual Dreyfus A Bonds Plus, Inc.++;
Fund Accounting Dreyfus Appreciation Fund, Inc.++;
Dreyfus California Municipal Income,
Inc.++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money
Market Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money
Market Fund, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Money Market
Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond
Fund, Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Cash Management
Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
JEFFREY N. NACHMAN Dreyfus New Jersey Municipal Bond Fund,
(cont'd) Inc.++;
Dreyfus New Jersey Municipal Money
Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Income,
Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market
Fund, Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal
Bond Fund++;
Dreyfus Strategic Governments Income,
Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash
Management++;
Dreyfus Variable Investment Fund++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie Tax Exempt Bond Fund,
Inc.++;
FN Network Tax Free Money Market Fund,
Inc.++;
General California Municipal Bond Fund,
Inc.++;
General California Municipal Money
Market Fund++;
JEFFREY N. NACHMAN General Government Securities Money
(cont'd) Market Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Peoples Index Fund, Inc.++;
Premier California Municipal Bond
Fund++;
Premier GNMA Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++;
Vice President and Treasurer:
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC Municipal Money Market
Fund, Inc.++;
Dreyfus BASIC U.S. Government Money
Market Fund++;
Dreyfus California Intermediate
Municipal Bond Fund++;
Dreyfus Connecticut Intermediate
Municipal Bond Fund++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Intermediate Municipal
Bond Fund++;
Dreyfus Florida Municipal Money Market
Fund++;
Dreyfus Focus Funds, Inc.++;
Dreyfus Global Investing++;
Dreyfus Growth Allocation Fund,
Inc.++;
Dreyfus Growth and Income Fund, Inc.++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus International Equity Fund,
Inc.++;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus New Jersey Intermediate
Municipal Bond Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Short-Term Income Fund, Inc.++;
The Dreyfus Socially Responsible Growth
Fund, Inc.++;
Dreyfus-Wilshire Target Funds, Inc.++;
First Prairie Cash Management++;
First Prairie U.S. Government Income
Fund++;
JEFFREY N. NACHMAN First Prairie U.S. Treasury Securities
(Cont'd) Cash Management++;
Peoples S&P MidCap Index Fund, Inc.++;
Premier Growth Fund, Inc.++;
Premier Insured Municipal Bond Fund++;
Assistant Treasurer:
Pacific American Fund+++++
PETER A. SANTORIELLO Director, President and Investment
Vice President Officer:
Dreyfus Balanced Fund, Inc.++;
Director and President:
Dreyfus Management, Inc.*;
Vice President:
Dreyfus Personal Management, Inc.*
ROBERT H. SCHMIDT President and Director:
Vice President Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
Formerly, Chairman and Chief Executive
Officer:
Levine, Huntley, Schmidt & Beaver
250 Park Avenue
New York, New York 10017
KIRK V. STUMPP Senior Vice President and
Vice President - Director of Marketing:
New Product Development Dreyfus Service Corporation*
PHILIP L. TOIA Chairman of the Board and Vice President:
Vice President and Dreyfus Thrift & Commerce****;
Director of Fixed- Director:
Income Research The Dreyfus Security Savings Bank
F.S.B.+;
Senior Loan Officer and Director:
The Dreyfus Trust Company++;
Vice President:
The Dreyfus Consumer Credit
Corporation*;
President and Director:
Dreyfus Personal Management, Inc.*;
Director:
Dreyfus Realty Advisors, Inc.+++;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
KATHERINE C. WICKHAM Vice President:
Assistant Vice President - Dreyfus Consumer Life Insurance
Human Resources Company++;
Formerly, Assistant Commissioner:
Department of Parks and Recreation of
the City of New York
830 Fifth Avenue
New York, New York 10022
JOHN J. PYBURN Treasurer and Assistant Secretary:
Assistant Vice President The Dreyfus Fund International
Limited++++++;
Treasurer:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Appreciation Fund, Inc.++;
Dreyfus California Municipal Income,
Inc.++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money
Market Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money
Market Fund, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Money Market
Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond
Fund, Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Cash Management
Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus New Jersey Municipal Money
Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Income,
Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
JOHN J. PYBURN Dreyfus New York Tax Exempt Intermediate
(cont'd) Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market
Fund, Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal
Bond Fund++;
Dreyfus Strategic Governments Income,
Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash
Management++;
Dreyfus Variable Investment Fund++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
FN Network Tax Free Money Market Fund,
Inc.++;
General California Municipal Bond Fund,
Inc.++;
General California Municipal Money
Market Fund++;
General Government Securities Money
Market Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Peoples Index Fund, Inc.++;
JOHN J. PYBURN Premier California Municipal Bond
(cont'd) Fund++;
Premier GNMA Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Consumer Life Insurance
Company*;
Dreyfus Partnership Management, Inc.*;
Dreyfus Service Organization, Inc.*;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
The Dreyfus Consumer Credit
Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals*
Formerly, Vice President-Financial Planning,
Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
MARK N. JACOBS Vice President:
Secretary and Deputy Dreyfus A Bonds Plus, Inc.++;
General Counsel Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money
Market Fund++;
Dreyfus California Intermediate
Municipal Bond Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Connecticut Intermediate
Municipal Bond Fund++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Municipal Money Market
Fund++;
Dreyfus Focus Funds, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Global Investing++;
Dreyfus Growth Allocation Fund,
Inc.++;
Dreyfus Institutional Money Market
Fund++;
Dreyfus International Equity Fund,
Inc.++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
MARK N. JACOBS Dreyfus Municipal Money Market Fund,
(cont'd) Inc.++;
Dreyfus New Jersey Intermediate
Municipal Bond Fund++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Short-Term Income Fund, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Variable Investment Fund++;
Dreyfus-Wilshire Target Funds, Inc.++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
General California Municipal Bond Fund,
Inc.++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Director:
World Balanced Fund++++;
Secretary:
Dreyfus Appreciation Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money
Market Fund++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money
Market Fund, Inc.++;
The Dreyfus Consumer Credit
Corporation*;
Dreyfus Consumer Life Insurance
Company*;
Dreyfus Florida Intermediate Municipal
Bond Fund++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth and Income Fund, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Short Term
Treasury Fund++;
MARK N. JACOBS Dreyfus Insured Municipal Bond Fund,
(cont'd) Inc.++;
Dreyfus Intermediate Municipal Bond
Fund, Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Management, Inc.*;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Municipal Cash Management
Plus++;
Dreyfus New Jersey Municipal Money
Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market
Fund, Inc.++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal
Bond Fund++;
The Dreyfus Socially Responsible Growth
Fund, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash
Management++;
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
First Prairie U.S. Government Income
Fund++;
First Prairie U.S. Treasury Securities
Cash Management++;
FN Network Tax Free Money Market Fund,
Inc.++;
General California Municipal Money
Market Fund++;
MARK N. JACOBS General Government Securities Money
(cont'd) Market Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Pacific American Fund+++++;
Premier Insured Municipal Bond Fund++;
Premier California Municipal Bond
Fund++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++;
Assistant Secretary:
Dreyfus Service Organization, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation*
CHRISTINE PAVALOS Assistant Secretary:
Assistant Secretary Dreyfus A Bonds Plus, Inc.++;
Dreyfus Acquisition Corporation*;
Dreyfus Appreciation Fund, Inc.++;
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus BASIC U.S. Government Money
Market Fund++;
Dreyfus California Intermediate
Municipal Bond Fund++;
Dreyfus California Municipal Income,
Inc.++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money
Market Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Capital Value Fund, (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Intermediate
Municipal Bond Fund++;
Dreyfus Connecticut Municipal Money
Market Fund, Inc.++;
Dreyfus Edison Electric Index Fund,
Inc.++;
CHRISTINE PAVALOS Dreyfus Florida Intermediate Municipal
(cont'd) Bond Fund++;
Dreyfus Florida Municipal Money Market
Fund++;
Dreyfus Focus Funds, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Global Investing++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth Allocation Fund,
Inc.++;
Dreyfus Growth and Income, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Money Market
Fund++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond
Fund, Inc.++;
Dreyfus International Equity Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Management, Inc.*;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Cash Management
Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Intermediate
Municipal Bond Fund++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus New Jersey Municipal Money
Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Municipal Income,
Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
CHRISTINE PAVALOS Dreyfus New York Tax Exempt Money Market
(cont'd) Fund++;
Dreyfus Ohio Municipal Money Market
Fund, Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Service Corporation*;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal
Bond Fund++;
Dreyfus Short-Term Income Fund, Inc.++;
The Dreyfus Socially Responsible Growth
Fund, Inc.++;
Dreyfus Strategic Governments Income,
Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash
Management++;
Dreyfus Variable Investment Fund++;
Dreyfus-Wilshire Target Funds, Inc.++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
First Prairie Municipal Money Market
Fund++;
First Prairie U.S. Government Income
Fund++;
First Prairie U.S. Treasury Securities
Cash Management++;
FN Network Tax Free Money Market Fund,
Inc.++;
General California Municipal Bond Fund,
Inc.++;
General California Municipal Money
Market Fund++;
CHRISTINE PAVALOS General Government Securities Money
(cont'd) Market Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Premier Insured Municipal Bond Fund++;
Premier California Municipal Bond
Fund++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++;
The Truepenny Corporation*
______________________________________
* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
*** The address of the business so indicated is 45 Broadway, New York,
New York 10006.
**** The address of the business so indicated is Five Triad Center, Salt
Lake City, Utah 84180.
+ The address of the business so indicated is Atrium Building, 80
Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One Rockefeller Plaza,
New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard Royal,
Luxembourg.
+++++ The address of the business so indicated is 800 West Sixth Street,
Suite 1000, Los Angeles, California 90017.
++++++ The address of the business so indicated is Nassau, Bahama Islands.
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Money Market Fund, Inc.
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) Dreyfus Focus Funds, Inc.
22) The Dreyfus Fund Incorporated
23) Dreyfus Global Growth, L.P. (A Strategic Fund)
24) Dreyfus Global Investing, Inc.
25) Dreyfus GNMA Fund, Inc.
26) Dreyfus Government Cash Management
27) Dreyfus Growth and Income Fund, Inc.
28) Dreyfus Growth Opportunity Fund, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Short Term Treasury Fund
31) Dreyfus Insured Municipal Bond Fund, Inc.
32) Dreyfus Intermediate Municipal Bond Fund, Inc.
33) Dreyfus International Equity Fund, Inc.
34) Dreyfus Investors GNMA Fund
35) The Dreyfus Leverage Fund, Inc.
36) Dreyfus Life and Annuity Index Fund, Inc.
37) Dreyfus Liquid Assets, Inc.
38) Dreyfus Massachusetts Intermediate Municipal Bond Fund
39) Dreyfus Massachusetts Municipal Money Market Fund
40) Dreyfus Massachusetts Tax Exempt Bond Fund
41) Dreyfus Michigan Municipal Money Market Fund, Inc.
42) Dreyfus Money Market Instruments, Inc.
43) Dreyfus Municipal Bond Fund, Inc.
44) Dreyfus Municipal Cash Management Plus
45) Dreyfus Municipal Money Market Fund, Inc.
46) Dreyfus New Jersey Intermediate Municipal Bond Fund
47) Dreyfus New Jersey Municipal Bond Fund, Inc.
48) Dreyfus New Jersey Municipal Money Market Fund, Inc.
49) Dreyfus New Leaders Fund, Inc.
50) Dreyfus New York Insured Tax Exempt Bond Fund
51) Dreyfus New York Municipal Cash Management
52) Dreyfus New York Tax Exempt Bond Fund, Inc.
53) Dreyfus New York Tax Exempt Intermediate Bond Fund
54) Dreyfus New York Tax Exempt Money Market Fund
55) Dreyfus Ohio Municipal Money Market Fund, Inc.
56) Dreyfus 100% U.S. Treasury Intermediate Term Fund
57) Dreyfus 100% U.S. Treasury Long Term Fund
58) Dreyfus 100% U.S. Treasury Money Market Fund
59) Dreyfus 100% U.S. Treasury Short Term Fund
60) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
61) Dreyfus Pennsylvania Municipal Money Market Fund
62) Dreyfus Short-Intermediate Government Fund
63) Dreyfus Short-Intermediate Municipal Bond Fund
64) Dreyfus Short-Term Income Fund, Inc.
65) The Dreyfus Socially Responsible Growth Fund, Inc.
66) Dreyfus Strategic Growth, L.P.
67) Dreyfus Strategic Income
68) Dreyfus Strategic Investing
69) Dreyfus Tax Exempt Cash Management
70) The Dreyfus Third Century Fund, Inc.
71) Dreyfus Treasury Cash Management
72) Dreyfus Treasury Prime Cash Management
73) Dreyfus Variable Investment Fund
74) Dreyfus-Wilshire Target Funds, Inc.
75) Dreyfus Worldwide Dollar Money Market Fund, Inc.
76) First Prairie Cash Management
77) First Prairie Diversified Asset Fund
78) First Prairie Money Market Fund
79) First Prairie Municipal Money Market Fund
80) First Prairie Tax Exempt Bond Fund, Inc.
81) First Prairie U.S. Treasury Securities Cash Management
82) FN Network Tax Free Money Market Fund, Inc.
83) General California Municipal Bond Fund, Inc.
84) General California Municipal Money Market Fund
85) General Government Securities Money Market Fund, Inc.
86) General Money Market Fund, Inc.
87) General Municipal Bond Fund, Inc.
88) General Municipal Money Market Fund, Inc.
89) General New York Municipal Bond Fund, Inc.
90) General New York Municipal Money Market Fund
91) Pacific American Fund
92) Peoples Index Fund, Inc.
93) Peoples S&P MidCap Index Fund, Inc.
94) Premier Insured Municipal Bond Fund
95) Premier California Municipal Bond Fund
96) Premier GNMA Fund
97) Premier Growth Fund, Inc.
98) Premier Municipal Bond Fund
99) Premier New York Municipal Bond Fund
100) Premier State Municipal Bond Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address Dreyfus Service Corporation Registrant
__________________ ___________________________ _____________
Howard Stein* Chairman of the Board None
Robert H. Schmidt* President and Director None
Joseph S. DiMartino* Executive Vice President and Director President
and
Trustee
Lawrence M. Greene* Executive Vice President and Director None
Julian M. Smerling* Executive Vice President and Director None
Elie M. Genadry* Executive Vice President None
Henry D. Gottmann* Executive Vice President None
Donald A. Nanfeldt* Executive Vice President None
Kevin Flood* Senior Vice President None
Roy Gross* Senior Vice President None
Irene Papadoulis** Senior Vice President None
Kirk Stumpp* Senior Vice President and None
Director of Marketing
Diane M. Coffey* Vice President None
Walter T. Harris* Vice President None
William Harvey* Vice President None
Adwick Pinnock** Vice President None
George Pirrone* Vice President/Trading None
Karen Rubin Waldmann* Vice President None
Peter D. Schwab* Vice President/New Products None
Michael Anderson* Assistant Vice President None
Carolyn Sobering* Assistant Vice President-Trading None
Daniel C. Maclean* Secretary Vice
President
Robert F. Dubuss* Treasurer None
Maurice Bendrihem* Controller None
Michael J. Dolitsky* Assistant Controller None
Susan Verbil Goldgraben* Assistant Treasurer None
Christine Pavalos* Assistant Secretary Assistant
Secretary
Broker-Dealer Division of Dreyfus Service Corporation
=====================================================
Positions and offices with Positions and
Name and principal Broker-Dealer Division of offices with
business address Dreyfus Service Corporation Registrant
__________________ ___________________________ _____________
Elie M. Genadry* President None
Craig E. Smith* Executive Vice President None
Peter Moeller* Vice President and Sales Manager None
Kristina Williams
Pomano Beach, FL Vice President-Administration None
James Barr
Newton, MA Regional Vice President None
Mary B. Brundage
Pasadena, CA Regional Vice President None
Edward Donley
Latham, NY Regional Vice President None
Thomas Ellis
Ranchero Murietta, CA Regional Vice President None
Glenn Farinacci* Regional Vice President None
Peter S. Ferrentino
San Francisco, CA Regional Vice President None
William Frey
Hoffman Estates, IL Regional Vice President None
Suzanne Haley
Tampa, FL Regional Vice President None
Philip Jochem
Warrington, PA Regional Vice President None
Richard P. Kundracik
Waterford, MI Regional Vice President None
Michael Lane
Beaver Falls, PA Regional Vice President None
Fred Lanier
Atlanta, GA Regional Vice President None
Beth Presson
Colchester, VT Regional Vice President None
Joseph Reaves
New Orleans, LA Regional Vice President None
Christian Renninger
Germantown, MD Regional Vice President None
Robert J. Richardson
Houston, TX Regional Vice President None
Kurt Wiessner
Minneapolis, MN Regional Vice President None
Institutional Services Division of Dreyfus Service Corporation
==============================================================
Positions and offices with Positions and
Name and principal Institutional Services Division offices with
business address of Dreyfus Service Corporation Registrant
__________________ _______________________________ _____________
Elie M. Genadry* President None
Donald A. Nanfeldt* Executive Vice President None
Charles Cardona** Senior Vice President- None
Institutional Services
Stacy Alexander* Vice President-Bank Wholesale None
Eric Almquist* Vice President-Eastern Regional None
Sales Manager
James E. Baskin+++++++ Vice President-Institutional Sales None
Kenneth Bernstein
Boca Raton, FL Vice President-Bank Wholesale None
Stephen Burke* Vice President-Bank Wholesaler None
Sales Manager
Laurel A. Diedrick
Burrows*** Vice President-Bank Wholesale None
Gary F. Callahan
Somerville, NJ Vice President-Bank Wholesale None
Daniel L. Clawson++++ Vice President-Institutional Sales None
Anthony T. Corallo
San Francisco, CA Vice President-Institutional Sales None
Bonnie M. Cymbryla
Brewerton, NY Vice President-Bank Wholesale None
William Davis
Bellevue, WA Vice President None
Steven Faticone***** Vice-President-Bank Wholesale None
William E. Findley**** Vice President None
Mary Genet***** Vice President None
Melinda Miller Gordon* Vice President None
Christina Haydt++ Vice President-Institutional Sales None
Carol Anne Kelty* Vice President-Institutional Sales None
Gwenn Kessler***** Vice President-Bank Wholesale None
Nancy Knee++++ Vice President-Bank Wholesale None
Bradford Lange* Vice President-Bank Wholesale None
Kathleen McIntyre
Lewis++ Vice President-Western Regional None
Sales Manager
Eva Machek***** Vice President-Institutional Sales None
Bradley R. Maybury
Seattle, WA Vice President-Bank Wholesale None
Mary McCabe*** Vice President-Bank Wholesale None
James McNamara***** Vice President-Institutional Sales None
James Neiland* Vice President-Bank Wholesale- None
National Accounts Manager
Susan M. O'Connor* Vice President-Institutional
Seminars None
Andrew Pearson+++ Vice President-Institutional Sales None
Jean Heitzman Penny***** Vice President-Institutional Sales None
Dwight Pierce+ Vice President-Bank Wholesale None
Lorianne Pinto* Vice President-Bank Wholesale None
Douglas Rentschler
Grosse Point Park, MI Vice President-Bank Wholesale None
Leah Ryan**** Vice President-Institutional Sales None
Emil Samman* Vice President-Institutional
Marketing None
Edward Sands* Vice President-Institutional
Administration None
William Schalda* Vice President-Institutional None
Administration
Sue Ann Seefeld++++ Vice President-Institutional Sales None
Brant Snavely
Charlotte, NC Vice President-Bank Wholesale None
Thomas Stallings
Richmond, VA Vice President-Institutional Sales None
Elizabeth Biordi Vice President-Institutional
Wieland* Administration None
Thomas Winnick
Malverne, PA Vice President-Bank Wholesale None
Jeanne Butler* Assistant Vice President-
Institutional Operations None
Roberta Hall***** Assistant Vice President-
Institutional Servicing None
Tracy Hopkins** Assistant Vice President-
Institutional Operations None
Lois Paterson* Assistant Vice President-
Institutional Operations None
Mary Rogers** Assistant Vice President-
Institutional Servicing None
Karen Markovic
Shpall++++++ Assistant Vice President None
Patrick Synan** Assistant Vice President-
Institutional Support None
Emilie Tongalson** Assistant Vice President-
Institutional Servicing None
Carolyn Warren Stein++ Assistant Vice President-
Institutional Servicing None
Tonda Watson**** Assistant Vice President-
Institutional Sales None
Group Retirement Plans Division of Dreyfus Service Corporation
==============================================================
Positions and offices with Positions and
Name and principal Group Retirement Plans Division offices with
business address of Dreyfus Service Corporation Registrant
__________________ _______________________________ _____________
Elie M. Genadry* President None
Robert W. Stone* Executive Vice President None
Leonard Larrabee* Vice President and Senior Counsel None
George Anastasakos* Vice President None
Bart Ballinger++ Vice President-Sales None
Paula Cleary* Vice President-Marketing None
Ellen S. Dinas* Vice President-Marketing/Communications None
William Gallagher* Vice President-Sales None
Brent Glading* Vice President-Sales None
Jeffrey Lejune
Dallas, TX Vice President-Sales None
Samuel Mancino** Vice President-Installation None
Joanna Morris* Vice President-Sales None
Joseph Pickert++ Vice President-Sales None
Alison Saunders** Vice President-Enrollment None
Scott Zeleznik* Vice President-Sales None
Alana Zion* Vice President-Sales None
Jeffrey Blake* Assistant Vice President-Sales None
_____________________________________________________
* The address of the offices so indicated is 200 Park Avenue, New
York, New York 10166
** The address of the offices so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
*** The address of the offices so indicated is 580 California
Street, San Francisco, California 94104.
**** The address of the offices so indicated is 3384 Peachtree Road,
Suite 100, Atlanta, Georgia 30326-1106.
***** The address of the offices so indicated is 190 South LaSalle
Street, Suite 2850, Chicago, Illinois 60603.
+ The address of the offices so indicated is P.O. Box 1657,
Duxbury, Massachusetts 02331.
++ The address of the offices so indicated is 800 West Sixth Street,
Suite 1000, Los Angeles, California 90017.
+++ The address of the offices so indicated is 11 Berwick Lane,
Edgewood, Rhode Island 02905.
++++ The address of the offices so indicated is 1700 Lincoln Street,
Suite 3940, Denver, Colorado 80203.
+++++ The address of the offices so indicated is 6767 Forest Hill
Avenue, Richmond, Virginia 23225.
++++++ The address of the offices so indicated is 2117 Diamond Street,
San Diego, California 92109.
+++++++ The address of the offices so indicated is P.O. Box 757,
Holliston, Massachusetts 01746.
Item 30. Location of Accounts and Records
________________________________
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
110 Washington Street
New York, New York 10286
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a trustee or trustees when requested
in writing to do so by the holders of at least 10% of the
Registrant's outstanding shares of beneficial interest and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communications.
(2) To furnish each person to whom a prospectus is delivered with a
copy of its latest annual report to shareholders, upon request
and without charge.
Other Exhibit
(a)
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Mark N. Jacobs and
Robert I. Frenkel, and each of them, with full power to act without the
other, her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for her and in her name,
place and stead, in any and all capacities (until revoked in writing) to
sign any and all amendments to the Registration Statement (including
post-effective amendments and amendments thereto), and to file the same,
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
First Prairie U.S. Government Income Fund
_______________________________________
May 4, 1994
_________________________________
Marilyn McCoy, Trustee
SIGNATURES
__________
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant certifies
that it meets all of the requirements for the effectiveness of
this Amendment to the Registration statement pursuant to Rule
485(b) under the Securities Act of 1993 and has duly caused this
Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of New York, and State of New York on the twelfth day of May,
1994.
FIRST PRAIRIE U.S. GOVERNMENT INCOME FUND
BY: /s/Joseph S. DiMartino *
Joseph S. DiMartino , President
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, this Amendment to the
Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
Signatures Title Date
_______________________ __________________________ ________
/s/Joseph S. DiMartino* President (Principal Executive 05/12/94
Joseph S. DiMartino Officer) and Trustee
/s/John P. Pyburn* Treasurer (Principal Financial 05/12/94
John P. Pyburn and Accounting Officer)
/s/Paul R. Casti, Jr.* Controller (Principal Accounting 05/12/94
Paul R. Casti, Jr. Officer)
/s/John P. Gould* Trustee 05/12/94
John P. Gould
/s/Marilyn McCoy* Trustee 05/12/94
Marilyn McCoy
/s/Raymond D. Oddi* Trustee 05/12/94
Raymond D. Oddi
*BY: /s/Robert I. Frenkel
Robert I. Frenkel,
Attorney-in-Fact
Exhibit (11)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Custodian, Transfer and Dividend Disbursing
Agent, Counsel and Independent Auditors" and to the use of our report
dated March 11, 1994, in this Registration Statement (Form N-1A 33-46403)
of First Prairie U.S. Government Income Fund - Intermediate Series.
ERNST & YOUNG
New York, New York
May 11, 1994
Exhibit (15)(B)
FIRST PRAIRIE U.S. GOVERNMENT INCOME FUND
DISTRIBUTION PLAN
Introduction: It has been proposed that the above-
captioned investment company (the "Fund") adopt a Distribution
Plan (the "Plan") relating to its Class B shares in accordance
with Rule 12b-1 promulgated under the Investment Company Act of
1940, as amended (the "Act"). Under the Plan, the Fund would
pay certain financial institutions, securities dealers and other
industry professionals (collectively, "Service Agents") for
advertising, marketing and distributing the Fund's Class B
shares. If the proposal is to be implemented, the Act and
Rule 12b-1 require that a written plan describing all material
aspects of the proposed financing be adopted by the Fund.
The Fund's Board, in considering whether the Fund
should implement a written plan, has requested and evaluated
such information as it deemed necessary to an informed
determination as to whether a written plan should be implemented
and has considered such pertinent factors as it deemed necessary
to form the basis for a decision to use assets attributable to
the Fund's Class B shares for such purposes.
In voting to approve the implementation of such a
plan, the Board 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 holders of its Class B shares.
The Plan: The material aspects of this Plan are as
follows:
1. (a) The Fund shall pay to one or more Service
Agents a fee at an annual rate of up to .50 of 1% of the value
of the Fund's average daily net assets attributable to Class B
for advertising, marketing and distributing the Fund's Class B
shares. The Fund's Trustees shall determine the amounts to be
paid to Service Agents and the basis on which such payments will
be made, but in no event shall such payments exceed .50 of 1%
per annum of the value of the Fund's average daily net assets
attributable to Class B. 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 Fund.
(b) The Fund shall pay all costs of preparing and
printing prospectuses and statements of additional information
for regulatory purposes and for distribution to existing
shareholders. The Fund also shall pay an amount of the costs
and expenses in connection with (a) preparing, printing and
distributing the Fund's prospectuses used for other purposes and
(b) implementing and operating this Plan not to exceed in any
fiscal year of the Fund the greater of $100,000 or .005 of 1% of
the average daily value of the Fund's net assets for such fiscal
year.
2. For the purposes of determining the fees payable
under this Plan, the value of the net assets attributable to
Class B shall be computed in the manner specified in the Fund's
Declaration of Trust for the computation of the value of the
Fund's net assets attributable to such a class.
3. The Board shall be provided, at least quarterly,
with a written report of all amounts expended pursuant to this
Plan. The report shall state the purpose for which the amounts
were expended.
4. This Plan will become effective immediately upon
approval by (a) holders of a majority of the Fund's outstanding
Class B shares, and (b) a majority of the Board members,
including a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and
have no direct or indirect financial interest in the operation
of this Plan or in any agreements entered into in connection
with this Plan, pursuant to a vote cast in person at a meeting
called for the purpose of voting on the approval of this Plan.
5. This Plan shall continue for a period of one year
from its effective date, unless earlier terminated in accordance
with its terms, and thereafter shall continue automatically for
successive annual periods, provided such continuance is approved
at least annually in the manner provided in paragraph 4(b)
hereof.
6. This Plan may be amended at any time by the
Board, provided that (a) any amendment to increase materially
the costs which the Fund may bear pursuant to this Plan shall be
effective only upon approval by a vote of holders of a majority
of the Fund's outstanding Class B shares, and (b) any material
amendments of the terms of this Plan shall become effective only
upon approval as provided in paragraph 4(b) hereof.
7. This Plan is terminable without penalty at any
time by (a) vote of a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and
have no direct or indirect financial interest in the operation
of this Plan or in any agreements entered into in connection
with this Plan, or (b) vote of holders of a majority of the
Fund's outstanding Class B shares.
8. The obligations hereunder and under any related
Plan agreement shall only be binding upon the assets and
property of the Fund and shall not be binding upon any Trustee,
officer or shareholder of the Fund individually.
Dated: October 1, 1993
Effective Date: February 8, 1994
