File Nos. 33-50390
811-7076
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.)
DREYFUS-WILSHIRE TARGET FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate
box)
immediately upon filing pursuant to paragraph (b)
----
on (date) pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
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X on December 30, 1994 pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
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on (date) pursuant to paragraph (a)(ii) of Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
----
Registrant has registered an indefinite number of shares of its common
stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the
fiscal year ended August 31, 1994 was filed on October 26, 1994.
DREYFUS-WILSHIRE TARGET FUNDS, INC. 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 3
4 General Description of Registrant 4,16
5 Management of the Fund 8
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 16
7 Purchase of Securities Being Offered 9
8 Redemption or Repurchase 12
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
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10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-22
13 Investment Objectives and Policies B-2
14 Management of the Fund B-7
15 Control Persons and Principal B-9
Holders of Securities
16 Investment Advisory and Other B-10
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
DREYFUS-WILSHIRE TARGET FUNDS, INC. Cross-Reference Sheet
Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ _____
17 Brokerage Allocation B-22
18 Capital Stock and Other Securities B-22
19 Purchase, Redemption and Pricing B-14,
B-15
of Securities Being Offered B-18
20 Tax Status *
21 Underwriters B-14
22 Calculations of Performance Data B-21
23 Financial Statements B-25
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-3
Investment Adviser
29 Principal Underwriters C-4
30 Location of Accounts and Records C-7
31 Management Services C-7
32 Undertakings C-7
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
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PROSPECTUS DECEMBER 30, 1994
DREYFUS-WILSHIRE TARGET FUNDS, INC.
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DREYFUS-WILSHIRE TARGET FUNDS, INC. (THE "FUND") IS AN OPEN-END
INVESTMENT COMPANY, KNOWN AS A MUTUAL FUND. THE FUND PERMITS YOU TO INVEST IN
FOUR SEPARATE DIVERSIFIED PORTFOLIOS (EACH, A "PORTFOLIO"): LARGE COMPANY
GROWTH PORTFOLIO, LARGE COMPANY VALUE PORTFOLIO, SMALL COMPANY GROWTH
PORTFOLIO, AND SMALL COMPANY VALUE PORTFOLIO. THE GOAL OF EACH PORTFOLIO IS
TO PROVIDE THE INVESTMENT RESULTS OF A PORTFOLIO OF PUBLICLY-TRADED COMMON
STOCKS IN ONE OF FOUR SUB-CATEGORIES OF COMPANIES FROM THE WILSHIRE 5000 INDEX
WHICH MEET CERTAIN CRITERIA ESTABLISHED BY THE FUND'S INVESTMENT ADVISER. SEE
"DESCRIPTION OF THE FUND--INVESTMENT APPROACH." NO PORTFOLIO IS AN INDEX FUND.
WILSHIRE ASSOCIATES INCORPORATED ("WILSHIRE") SERVES AS THE FUND'S
INVESTMENT ADVISER.
THE DREYFUS CORPORATION ("DREYFUS") SERVES AS THE FUND'S
ADMINISTRATOR. PREMIER MUTUAL FUND SERVICES, INC. (THE "DISTRIBUTOR") SERVES
AS THE FUND'S DISTRIBUTOR.
SHAREHOLDERS WHO REDEEM SHARES WITHIN SIX MONTHS OF THE OPENING OF
THEIR ACCOUNT IN ANY PORTFOLIO WILL BE CHARGED A 1% REDEMPTION FEE WHICH WILL
BE DEDUCTED FROM REDEMPTION PROCEEDS. HOWEVER, THE REDEMPTION FEE WILL NOT BE
APPLICABLE TO SHARES HELD IN OMNIBUS ACCOUNTS.
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THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT
YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR FUTURE
REFERENCE.
PART B (ALSO KNOWN AS THE STATEMENT OF ADDITIONAL INFORMATION), DATED
DECEMBER 30, 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 1-800-645-6561. WHEN TELEPHONING, ASK FOR OPERATOR 666.
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MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. THE NET ASSET VALUE OF FUNDS OF THIS TYPE WILL FLUCTUATE FROM TIME TO
TIME.
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TABLE OF CONTENTS
PAGE
FEE TABLE......................................... 3
CONDENSED FINANCIAL INFORMATION................... 3
DESCRIPTION OF THE FUND........................... 4
MANAGEMENT OF THE FUND............................ 8
HOW TO BUY FUND SHARES............................ 9
SHAREHOLDER SERVICES.............................. 11
HOW TO REDEEM FUND SHARES......................... 12
SHAREHOLDER SERVICES PLAN......................... 14
DIVIDENDS, DISTRIBUTIONS AND TAXES................ 14
PERFORMANCE INFORMATION........................... 15
General Information .............................. 16
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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[This Page Intentionally Left Blank]
Page 2
<TABLE>
FEE TABLE
LARGE LARGE SMALL SMALL
COMPANY COMPANY COMPANY COMPANY
GROWTH VALUE GROWTH VALUE
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- ----------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Redemption Fees (as a percentage of amount redeemed,
if applicable).................................. 1.00% 1.00% 1.00% 1.00%
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average daily net assets)
Management Fees ................................ .10% .10% .10% .10%
Other Expenses.................................. 1.29% 1.08% 1.37% .96%
Total Fund Operating Expenses................... 1.39% 1.18% 1.47% 1.06%
EXAMPLE:
You would pay the following expenses on a $1,000 1 YEAR $ 14 $ 12 $ 15 $ 11
investment, assuming (1) 5% annual return 3 YEARS $ 44 $ 37 $ 46 $ 34
and (2) redemption at the end of each time period: 5 YEARS $ 76 $ 65 $ 80 $ 58
10 YEARS $167 $143 $176 $129
</TABLE>
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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, EACH PORTFOLIO'S PERFORMANCE WILL VARY
AND MAY RESULT IN AN ACTUAL RETURN GREATER OR LESS THAN 5%.
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The purpose of the foregoing table is to assist you in understanding
the various costs and expenses that investors will bear, directly or
indirectly, the payment of which will reduce investors' return on an annual
basis. The information in the foregoing table does not reflect any fee
waivers or expense reimbursement arrangements that may be in effect. You can
purchase each Portfolio's shares without charge directly from the
Distributor; you may be charged a nominal fee if you effect transactions in
Fund shares through a securities dealer, bank or other financial institution.
See "Management of the Fund" and "Shareholder Services Plan."
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited by Coopers &
Lybrand, the Fund's independent accountants, whose report thereon appears in
the Statement of Additional Information. Further financial data and related
notes are included in the Statement of Additional Information, available upon
request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of Common Stock outstanding, total investment return, ratios to average net
assets and other supplemental data for each Portfolio for each year
indicated. This information has been derived from each Portfolio's financial
statements.
<TABLE>
LARGE COMPANY LARGE COMPANY
GROWTH PORTFOLIO VALUE PORTFOLIO
--------------- ---------------
YEAR ENDED AUGUST 31, YEAR ENDED AUGUST 31,
----------------- --------------------
PER SHARE DATA: 1993(1) 1994 1993(1) 1994
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net asset value, beginning of year................ $12.50 $12.74 $12.50 $15.18
------- ------- ------- -------
INVESTMENT OPERATIONS:
Investment income--net ........................... .21 .15 .54 .36
Net realized and unrealized gain (loss) on investments .10 .65 2.30 (.90)
------- ------- ------- -------
TOTAL FROM INVESTMENT OPERATIONS.................. .31 .80 2.84 (.54)
------- ------- ------- -------
DISTRIBUTIONS:
Dividends from investment income-net.............. (.07) (.23) (.16) (.36)
Dividends from net realized gain on investments... --- --- --- (.29)
------- ------- ------- -------
TOTAL DISTRIBUTIONS............................... (.07) (.23) (.16) (.65)
------- ------- ------- -------
Net asset value, end of year...................... $12.74 $13.31 $15.18 $13.99
====== ====== ====== =======
TOTAL INVESTMENT RETURN............................. 2.46%(2) 6.34% 22.93%(2) (3.61%)
RATIOS/SUPPLEMENTALDATA:
Ratio of expenses to average net assets .......... --- .68% --- .58%
Ratio of net investment income to average net assets 1.66%(2) 1.18% 4.27%(2) 4.02%
Decrease reflected in above expense ratios due to undertakings
by Wilshire and Dreyfus.......................... 1.14%(2) .71% 1.32%(2) .60%
Portfolio Turnover Rate .......................... 11.92%(2) 21.53% 21.75%(2) 47.16%
Net Assets, end of year (000's omitted)........... $8,061 $8,424 $8,116 $12,158
- --------------------------
(1)From September 30, 1992 (commencement of operations) to August 31, 1993.
(2)Not annualized.
(Page 3)
SMALL COMPANY SMALL COMPANY
GROWTH PORTFOLIO VALUE PORTFOLIO
--------------- ---------------
YEAR ENDED AUGUST 31, YEAR ENDED AUGUST 31,
-------------------- --------------------
PER SHARE DATA: 1993(1) 1994 1993(1) 1994
------- ------- ------- -------
Net asset value, beginning of year................ $12.50 $16.03 $12.50 $14.81
------- ------- ------- -------
INVESTMENT OPERATIONS:
Investment income(loss)--net ..................... .08 (.04) .35 .45
Net realized and unrealized gain (loss) on investments 3.48 .90 2.10 (.45)
------- ------- ------- -------
TOTAL FROM INVESTMENT OPERATIONS.................. 3.56 .86 2.45 ---
------- ------- ------- -------
DISTRIBUTIONS:
Dividends from investment income-net.............. (.03) --- (.14) (.33)
Dividends in excess of investment income-net...... --- (.07) --- ---
Dividends from net realized gain on investments... --- (1.43) --- (.16)
------- ------- ------- -------
TOTAL DISTRIBUTIONS............................... (.03) (1.50) (.14) (.49)
------- ------- ------- -------
Net asset value, end of year...................... $16.03 $15.39 $14.81 $14.32
====== ====== ====== =======
TOTAL INVESTMENT RETURN............................. 28.50%(3) .20% 19.72%(3) (0.01%)
RATIOS/SUPPLEMENTALDATA:
Ratio of expenses to average net assets .......... --- .74% --- .50%
Ratio of net investment income (loss) to average net assets .53%(3) (.40%) 3.65%(3) 3.64%
Decrease reflected in above expense ratios due to undertakings
by Wilshire and Dreyfus.......................... 1.40%(3) .73% 1.32%(3) .56%
Portfolio Turnover Rate .......................... 55.26%(3) 46.41% 26.87%(3) 48.59%
Net Assets, end of year (000's omitted)........... $7,527 $11,188 $15,155 $23,438
- -----------------------------
(1)From October 1, 1992 (commencement of operations) to August 31, 1993.
(2)From September 30, 1992 (commencement of operations) to August 31, 1993.
(3)Not annualized.
</TABLE>
Further information about each Portfolio's performance is contained
in the Fund's annual report, which may be obtained without charge by writing
to the address or calling the number set forth on the cover page of this
Prospectus.
DESCRIPTION OF THE FUND
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 Portfolio is not deemed to be a
shareholder of any other Portfolio. As described below, for certain matters
Fund shareholders vote together as a group; as to others they vote separately
by Portfolio.
INVESTMENT OBJECTIVE -- The goal of each Portfolio is to provide the
investment results of a portfolio of publicly-traded common stocks in one of
four sub-categories of companies from the Wilshire 5000 Index which meet
certain criteria established by Wilshire as described herein. Each
Portfolio's investment objective cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act of 1940) of
such Portfolio's outstanding voting shares. There can be no assurance that a
Portfolio's investment objective will be achieved.
INVESTMENT APPROACH -- Wilshire identifies from the Wilshire 5000 Index, an
index consisting of all publicly-traded common stocks in the United States,
the stocks of the 2,500 companies with the largest market capitalizations
(ranging currently between $80 billion and $125 million). It then divides
that universe of stocks, first, into those of the 750 companies with the
largest capitalizations (ranging currently between $80 billion and $1
billion), which constitute approximately 90% of the total market value of the
stocks included in the Wilshire 5000 Index, and, second, into those of the
1,750 next largest companies based on capitalization (ranging currently
between $1 billion and $125 million), which constitute approximately 10% of
the total market value of the stocks included in the Wilshire 5000 Index (the
stocks of the remaining 2,500 companies constitute less than 2% of the total
market value of the stocks included in the Wilshire 5000 Index). From these
large and small capitalization universes, Wilshire selects the stocks of
those companies it believes
Page 4
to possess the characteristics of growth stocks
and of value stocks, based on criteria discussed below. In this manner,
Wilshire identifies the four potential universes of companies, the stocks of
which it may purchase for the Portfolios. Wilshire reviews periodically these
selections and updates each potential universe of companies. The number of
securities eligible for investment by a Portfolio at any time will vary, but
is expected to range between 150 to 550 stocks.
To determine whether a company's stock falls within the growth or
value classification, Wilshire analyzes each company based on fundamental
factors such as price to book value ratios, price to earnings ratios,
earnings growth, dividend payout ratios, return on equity, and the company's
beta (a measure of stock price volatility relative to the market generally).
In general, Wilshire believes that companies with relatively low price to
book ratios, low price to earnings ratios and higher than average dividend
payments in relation to price should be classified as value companies.
Alternatively, companies which have above average earnings or sales growth
and retention of earnings and command higher price to earnings ratios fit the
more classic growth description.
By dividing companies into these four sub-categories, Wilshire
attempts to offer potential investors market exposure to these types of
companies. As described under "Risk Factors" below, you should purchase a
Portfolio's shares only as a supplement to an overall investment program. To
provide varying degrees of market exposure to these types of securities,
various combinations of each Portfolio's shares might be purchased.
MANAGEMENT POLICIES -- The LARGE COMPANY GROWTH PORTFOLIO invests
substantially all of its assets in equity securities of issuers within the
universe of companies identified by Wilshire as large capitalization, growth
companies.
The LARGE COMPANY VALUE PORTFOLIO invests substantially all of its
assets in equity securities of issuers within the universe of companies
identified by Wilshire as large capitalization, value companies.
The SMALL COMPANY GROWTH PORTFOLIO invests substantially all of its
assets in equity securities of issuers within the universe of companies
identified by Wilshire as small capitalization, growth companies.
The SMALL COMPANY VALUE PORTFOLIO invests substantially all of its
assets in equity securities of issuers within the universe of companies
identified by Wilshire as small capitalization, value companies.
Each Portfolio attempts to remain fully invested in equity securities
of companies which comprise its relative universe. When a Portfolio has cash
pending investment or needs to meet potential redemptions, it may invest in
money market instruments consisting of U.S. Government securities,
certificates of deposit, time deposits, bankers' acceptances, short-term
investment grade corporate bonds and other short-term debt instruments, and
repurchase agreements. Under normal circumstances, the Fund anticipates that
not more than 5% of the value of a Portfolio's total assets will be invested
in any one category of such instruments, and that not more than 20% of the
value of a Portfolio's total assets will be invested in all money market
instruments. See the Fund's Statement of Additional Information for a
description of these instruments. Each Portfolio also may purchase stock
index futures in anticipation of taking a market position when, in Wilshire's
opinion, available cash balances do not permit an economically efficient
trade in the cash market. Each Portfolio may sell stock index futures to
terminate existing positions it may have as a result of its purchase of stock
index futures. To the extent the Fund, on behalf of a Portfolio, purchases or
sells futures contracts, the Fund currently intends to use the New York Stock
Exchange Composite Index, Value Line Composite Index or Standard & Poor's 500
Composite Stock Price Index. The performance of the futures should not be
expected to correlate identically with that of the particular index. Futures
transactions involve so-called "derivative securities." No Portfolio intends
to invest in money market instruments or any other securities for defensive
purposes.
INVESTMENT TECHNIQUES
STOCK INDEX FUTURES -- A stock index future obligates the seller to deliver
(and the purchaser to take) an amount of cash equal to a specific dollar
amount times the difference between the value of a specific
Page 5
stock index at
the close of the last trading day of the contract and the price at which the
agreement is made. No physical delivery of the underlying stocks in the index
is made. The Fund intends to purchase and sell on behalf of a Portfolio
futures contracts on the stock index for which it can obtain the best price
with consideration also given to liquidity.
Initially, when purchasing or selling futures contracts the Portfolio
will be required to deposit with the Fund's custodian in the broker's name an
amount of cash or cash equivalents up to approximately 10% of the contract
amount. This amount is subject to change by the exchange or board of trade on
which the contract is traded and members of such exchange or board of trade
may impose their own higher requirements. This amount is known as "initial
margin" and is in the nature of a performance bond or good faith deposit on
the contract which is returned to the Portfolio upon termination of the
futures position, assuming all contractual obligations have been satisfied.
Subsequent payments, known as "variation margin," to and from the broker will
be made daily as the price of the index or securities underlying the futures
contract fluctuates, making the long and short positions in the futures
contract more or less valuable, a process known as "marking-to-market." At
any time prior to the expiration of a futures contract, the Portfolio may
elect to close the position by taking an opposite position, at the then
prevailing price, which will operate to terminate the Portfolio's existing
position in the contract.
Using futures in anticipation of market transactions involves certain
risks. Although the Fund intends to purchase or sell futures contracts only
if there is an active market for such contracts, no assurance can be given
that a liquid market will exist for any particular contract at any particular
time. In addition, the price of stock index futures may not correlate
perfectly with the movement in the stock index because of certain market
distortions. First, all participants in the futures market are subject to
margin deposit and maintenance requirements. Rather than meeting additional
margin deposit requirements, investors may close futures contracts through
offsetting transactions which would distort the normal relationship between
the index and futures markets. Secondly, from the point of view of
speculators, the deposit requirements in the futures market are less onerous
than margin requirements in the securities market. Therefore, increased
participation by speculators in the futures market also may cause temporary
price distortions.
The Fund and the Portfolios are not commodity pools. The Fund's
commodities transactions must constitute bona fide hedging or other
permissible transactions pursuant to regulations promulgated by the Commodity
Futures Trading Commission. In addition, the Fund may not engage in such
transactions for a Portfolio 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 su
ch Portfolio's assets, after taking into account unrealized profits and
unrealized losses on such contracts it has entered into. Pursuant to
regulations and/or published positions of the Securities and Exchange
Commission, a Portfolio may be required to segregate cash or high quality
money market instruments in connection with its commodities transactions in
an amount generally equal to the value of the underlying commodity. The
segregation of such assets will have the effect of limiting the Portfolio's
ability to otherwise invest those assets.
LENDING PORTFOLIO SECURITIES -- From time to time, each Portfolio may lend
securities from its portfolio to brokers, dealers and other financial
institutions needing to borrow securities to complete certain transactions.
Such loans may not exceed 331/3% of the value of the Portfolio's total
assets. In connection with such loans, the Portfolio will receive collateral
consisting of cash, U.S. Government securities or irrevocable letters of
credit which will be maintained at all times in an amount equal to at least
100% of the current market value of the loaned securities. The Portfolio can
increase its income through the investment of such collateral. The Portfolio
continues to be entitled to payments in amounts equal to the interest,
dividends or other distributions payable on the loaned security and receives
interest on the
Page 6
amount of the loan. Such loans will be terminable at any time
upon specified notice. The Portfolio might experience risk of loss if the
institution with which it has engaged in a portfolio loan transaction
breaches its agreement with the Portfolio.
CERTAIN FUNDAMENTAL POLICIES -- Each Portfolio may (i) borrow money, but only
for temporary or emergency (not leveraging) purposes in an amount up to 15%
of the value of such Portfolio's total assets (including the amount borrowed)
valued at the lesser of cost or market, less liabilities (not including the
amount borrowed) at the time the borrowing is made. While borrowings exceed
5% of a Portfolio's total assets, such Portfolio will not make any additional
investments; (ii) invest up to 5% of the value of its total assets in the
obligations of any issuer, except that up to 25% of the value of the
Portfolio's total assets may be invested, and securities issued or guaranteed
by the U.S. Government, its agencies or instrumentalities may be purchased,
without regard to any such limitation; and (iii) 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 obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities. This
paragraph describes fundamental policies that cannot be changed as to a
Portfolio without approval by the holders of a majority (as defined in the
Investment Company Act of 1940) of such Portfolio's outstanding voting
shares. See "Investment Objective and Management Policies_Investment
Restrictions" in the Fund's Statement of Additional Information.
CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICIES -- Each Portfolio may (i)
purchase securities of any company having less than three years' continuous
operation (including operations of any predecessors) if such purchase does
not cause the value of such Portfolio's investments in all such companies to e
xceed 5% of the value of its total assets; (ii) pledge, hypothecate, mortgage
or otherwise encumber its assets, but only to secure permitted borrowings;
and (iii) 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 Fund's Statement of Additional
Information.
RISK FACTORS -- Each Portfolio's net asset value is not fixed and should be
expected to fluctuate. You should purchase a Portfolio's shares only as a
supplement to an overall investment program and only if you are willing to
undertake the risks involved.
Investors should be aware that equity securities fluctuate in value,
often based on factors unrelated to the value of the issuer of the
securities, and that fluctuations can be pronounced. Changes in the value of
a Portfolio's investment securities will result in changes in the value of
such Portfolio's shares and thus the Portfolio's yield and total return to
investors. Moreover, because no Portfolio will adopt a temporary defensive
position in response to market factors, and thus will remain almost fully
invested at all times, the net asset value of one or more Portfolios could be
adversely affected by adverse changes, real or anticipated, in companies that
are generally characterized in the same manner as the companies the
securities of which are held by the relevant Portfolio. So that, for example,
if large capitalization growth stocks fall out of favor with investors
widely, irrespective of fundamentals, the net asset value of the Large
Company Growth Portfolio should be expected to be adversely affected. Similar
risks exist for the other Portfolios.
Since the stocks of some foreign issuers are included in the Wilshire
5000 Index, each Portfolio's investments may include securities of such
foreign issuers which may subject such Portfolio to additional investment
risks with respect to those securities that are different in some respects
from those incurred by a fund which invests only in securities of domestic
issuers. Such risks include future political and economic developments, the
possible imposition of withholding taxes on income payable on the securities,
the possible establishment of exchange controls or the adoption of other
foreign governmental restrictions which might adversely affect an investment
in these securities, and the possible seizure or nationalization of foreign
deposits.
Page 7
Investment decisions for each Portfolio are made independently from
those of other investment companies and accounts advised by Wilshire.
However, if such other investment companies or accounts are prepared to
invest in, or desire to dispose of, securities of the type in which a
Portfolio invests at the same time as such Portfolio, available investments
or opportunities for sales will be allocated equitably to each. In some
cases, this procedure may adversely affect the size of the position obtained
for or disposed of by the Portfolio or the price paid or received by the
Portfolio.
MANAGEMENT OF THE FUND
INVESTMENT ADVISER -- Wilshire, located at 1299 Ocean Avenue, Santa Monica,
California 90401-1085, was formed in 1972 and serves as the Fund's investment
adviser. As of August 31, 1994, Wilshire managed approximately $9 billion in
assets. Under the terms of an Investment Advisory Agreement with the Fund,
Wilshire, subject to the overall authority of the Fund's Board of Directors
in accordance with Maryland law, manages the investment of the assets of each
Portfolio. The Fund's primary investment officer is Thomas D. Stevens. He has
held that position since the Fund's inception and has been employed by
Wilshire since October 1, 1980. The Fund's other investment officers are
identified under "Management of the Fund" in the Fund's Statement of
Additional Information. Wilshire also provides research services for the Fund
through a professional staff of portfolio managers and securities analysts.
Pursuant to the terms of the Investment Advisory Agreement, the Fund
has agreed to pay Wilshire a monthly fee at the annual rate of .10 of 1% of
the value of each Portfolio's average daily net assets. For the fiscal year
ended August 31, 1994, no management fee was paid pursuant to an undertaking
by Wilshire.
ADMINISTRATOR -- Dreyfus, located at 200 Park Avenue, New York, New York
10166, serves as the Fund's administrator pursuant to an Administration
Agreement with the Fund. Dreyfus is a wholly-owned subsidiary of Mellon Bank,
N.A., which is a wholly-owned subsidiary of Mellon Bank Corporation
("Mellon"). Under the terms of the Administration Agreement, Dreyfus
generally assists in all aspects of the Fund's operations, other than
providing investment advice, subject to the overall authority of the Fund's
Board of Directors in accordance with Maryland law. Dreyfus was formed in
1947 and, as of September 30, 1994, managed or administered approximately $69
billion in assets for more than 1.9 million accounts nationwide.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, Mellon managed more than $130 billion in assets as of July
31, 1994, including approximately $6 billion in mutual fund assets. As of
June 30, 1994, various subsidiaries of Mellon provided non-investment
services, such as custodial or administration services, for approximately
$747 billion in assets including approximately $97 billion in mutual fund
assets.
Pursuant to the terms of the Administration Agreement, the Fund has
agreed to pay Dreyfus a monthly fee at the annual rate of .20 of 1% of the
value of each Portfolio's average daily net assets. For the fiscal year ended
August 31, 1994, no administration fee was paid pursuant to an undertaking by
Dreyfus.
CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT -- Comerica Bank, a
Michigan banking corporation located at 100 Renaissance Center, Detroit,
Michigan 48243, is the custodian of the Fund's investments. The Shareholder
Services Group, Inc., a subsidiary of First Data Corporation, P.O. Box
Page 8
9671,
Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent").
DISTRIBUTOR -- The Fund's distributor is Premier Mutual Fund Services, Inc.,
located at One Exchange Place, Boston, Massachusetts 02109. The Distributor
is a wholly-owned subsidiary of Institutional Administration Services, Inc.,
a provider of mutual fund administration services, the parent company of
which is Boston Institutional Group, Inc.
EXPENSES -- From time to time, Wilshire and/or Dreyfus may waive receipt of
their fees and/or voluntarily assume certain expenses of the Fund, which
would have the effect of lowering the overall expense ratio of the Fund and
increasing yield to investors at the time such amounts are waived or assumed,
as the case may be. The Fund will not pay Wilshire and/or Dreyfus at a later
time for any amounts which may be waived, nor will the Fund reimburse
Wilshire and/or Dreyfus for any amounts which may be assumed.
Dreyfus may pay the Distributor for shareholder services from
Dreyfus' own assets, including past profits but not including the
administration fee paid by the Fund. The Distributor may use part or all of
such payments to pay securities dealers or others in respect of these
services.
All expenses incurred in the operation of the Fund are borne by the
Fund, except to the extent specifically assumed by Wilshire and/or Dreyfus.
The expenses borne by the Fund include: organizational costs, taxes,
interest, brokerage fees and commissions, if any, fees of Directors who are
not officers, directors, employees or holders of 5% or more of the
outstanding voting securities of Wilshire or Dreyfus or any of their
affiliates, Securities and Exchange Commission fees, state Blue Sky
qualification fees, advisory and administration 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 for regulatory purposes and for distribution to
existing shareholders, and any extraordinary expenses. Expenses attributable
to a particular Portfolio are charged against the assets of that Portfolio;
other expenses of the Fund are allocated between the Portfolios on the basis
determined by the Board of Directors, including, but not limited to,
proportionately in relation to the net assets of each Portfolio.
HOW TO BUY FUND SHARES
You can purchase a Portfolio's shares without a sales charge if you
purchase them directly from the Distributor; you may be charged a nominal fee
if you effect transactions in a Portfolio's shares through a securities
dealer, bank or other financial institution. Share certificates are issued
only upon your written request. No certificates are issued for fractional
shares. The Fund reserves the right to reject any purchase order.
The minimum initial investment is $2,500, or $1,000 if you are a
client of a securities dealer, bank or other financial institution which has
made an aggregate minimum initial purchase for its customers of $2,500.
Subsequent investments must be at least $100. The initial investment must be
accompanied by the Fund's Account Application. For full-time or part-time
employees of Dreyfus or any of its affiliates or subsidiaries, directors of
Dreyfus, Board members of a fund advised or administered by Dreyfus, and
members of the Fund's Board, or the spouse or minor child of any of the
foregoing, the minimum initial investment is $1,000. For full-time or
part-time employees of Dreyfus or any of its affiliates or subsidiaries who
elect to have a portion of their pay directly deposited into their Fund
account, the minimum initial investment is $50. The Fund reserves the right
to offer a Portfolio's shares without regard to minimum purchase requirements
to employees participating in certain qualified or non-qualified employee
benefit plans or other programs where contributions or account information
can be transmitted in a manner and form acceptable to the Fund. The Fund
reserves the right to vary further the initial and subsequent investment
minimum requirements at any time.
Page 9
You may purchase a Portfolio's shares by check or wire. Checks should
be made payable to "Dreyfus-Wilshire Target Funds, Inc." or, if for Dreyfus
retirement plan accounts, to "The Dreyfus Trust Company, Custodian." For
subsequent investments, your Fund account number should appear on the check.
Payments which are mailed should be sent to Dreyfus-Wilshire Target Funds,
Inc., P.O. Box 6647, Providence, Rhode Island 02940-6647, together with your
investment slip or, when opening a new account, your Account Application,
indicating the name of the Portfolio being purchased. For Dreyfus retirement
plan accounts, both initial and subsequent investments should be sent to The
Dreyfus Trust Company, Custodian, P.O. Box 6427, Providence, Rhode Island
02940-6427. Neither initial nor subsequent investments should be made by
third party check. Purchase orders may be delivered in person only to a
Dreyfus Financial Center. THESE ORDERS WILL BE FORWARDED TO THE FUND AND WILL
BE PROCESSED ONLY UPON RECEIPT THEREBY. For the location of the nearest
Dreyfus Financial Center, please call one of the telephone numbers listed
under "General Information."
Wire payments may be made if your bank account is in a commercial
bank that is a member of the Federal Reserve System or any other bank having
a correspondent bank in New York City. Immediately available funds may be
transmitted by wire to The Bank of New York, together with the name of the
Fund and the applicable Portfolio's DDA number as follows, for purchase of
shares in your name: DDA#8900117265/Large Company Growth Portfolio;
DDA#8900117273/Large Company Value Portfolio; DDA#8900117281/Small Company
Growth Portfolio; DDA#8900117303/Small Company Value Portfolio. The wire must
include your Fund account number (for new accounts, your Taxpayer
Identification Number ("TIN") should be included instead), account
registration and dealer number, if applicable. If your initial purchase of
Fund shares is by wire, please call 1-800-645-6561 after completing your wire
payment to obtain your Fund account number. Please include your Fund account
number on the Fund's Account Application and promptly mail the Account
Application to the Fund, as no redemptions will be permitted until the
Account Application is received. You may obtain further information about
remitting funds in this manner from your bank. All payments should be made in
U.S. dollars and, to avoid fees and delays, should be drawn only on U.S.
banks. A charge will be imposed if any check used for investment in your
account does not clear. The Fund makes available to certain large
institutions the ability to issue purchase instructions through compatible
computer facilities.
Subsequent investments also may be made by electronic transfer of
funds from an account maintained in a bank or other domestic financial
institution that is an Automated Clearing House member. You must direct the
institution to transmit immediately available funds through the Automated
Clearing House to The Bank of New York with instructions to credit your Fund
account. The instructions must specify your Fund account registration and
your Fund account number PRECEDED BY THE DIGITS "1111."
Shares of each Portfolio are sold on a continuous basis at the net
asset value per share next determined after an order in proper form is
received by the Transfer Agent. Net asset value per share is determined as of
the close of trading on the floor of the New York Stock Exchange (currently
4:00 p.m., New York time), on each day the New York Stock Exchange is open
for business. For purposes of determining net asset value, futures contracts
will be valued 15 minutes after the close of trading on the floor of the New
York Stock Exchange. Net asset value per share is computed by dividing the
value of a Portfolio's net assets (i.e., the value of its assets less
liabilities) by the total number of such Portfolio's shares outstanding. Each
Portfolio's investments are valued based on market value or, where market
quotations are not readily available, based on fair value as determined in
good faith by the Board of Directors. For further information regarding the
methods employed in valuing Fund investments, see "Determination of Net Asset
Value" in the Fund's Statement of Additional Information.
Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes" and
the Fund's Account Application for further information
Page 10
concerning this
requirement. Failure to furnish a certified TIN to the Fund could subject you
to a $50 penalty imposed by the Internal Revenue Service (the "IRS").
SHAREHOLDER SERVICES
EXCHANGE PRIVILEGE -- The Exchange Privilege enables you to purchase, in
exchange for shares of a Portfolio, shares of one of the other Portfolios
offered by the Fund or shares of certain other funds distributed by the
Distributor, to the extent such shares are offered for sale in your state of
residence. These funds have different investment objectives which may be of
interest to you. If you desire to use this Privilege, please call
1-800-645-6561 to determine if it is available and whether any conditions are
imposed on its use.
To use this Privilege, you must give exchange instructions to the
Transfer Agent in writing, by wire or by telephone. If you previously have
established the Telephone Exchange Privilege, you may telephone exchange
instructions by calling 1-800-221-4060 or, if you are calling from overseas,
call 1-401-455-3306. See "How to Redeem Fund Shares _ Procedures." Before any
exchange into a fund offered by another prospectus, you must obtain and
should review a copy of the current prospectus of the fund into which the
exchange is being made. Prospectuses may be obtained by calling
1-800-645-6561. Except in the case of Personal Retirement Plans, the shares
being exchanged must have a current value of at least $500; furthermore, when
establishing a new account by exchange, the shares being exchanged must have
a value of at least the minimum initial investment required for the Portfolio
or 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 automatically carried over to the Portfolio or fund into which the
exchange is made: Exchange Privilege, Wire Redemption Privilege, Telephone
Redemption Privilege, and the dividend and capital gain distribution option
selected by the investor.
A 1% redemption fee will be charged upon an exchange of Portfolio
shares where the exchange occurs within the initial six-month period
following the opening of your account in that Portfolio. See "How to Redeem
Fund Shares." Otherwise, shares will be exchanged at their next determined
net asset value; however, a sales load may be charged with respect to
exchanges into funds sold with a sales load. If you are exchanging into a
fund that charges a sales load, you may qualify for share prices which do not
include the sales load or which reflect a reduced sales load, if the
Portfolio shares you are exchanging were: acquired by a previous exchange
from shares purchased with a sales load or acquired through reinvestment of
dividends or distributions paid with respect to such shares. To qualify, at
the time of your exchange you must notify the Transfer Agent. Any such
qualification is subject to confirmation of your holdings through a check of
appropriate records. See "Shareholder Services" in the Statement of
Additional Information. No fees currently are charged shareholders directly
in connection with exchanges, although the Fund reserves the right, upon not
less than 60 days' written notice, to charge shareholders a nominal fee in
accordance with rules promulgated by the Securities and Exchange Commission.
The Fund reserves the right to reject any exchange request in whole or in
part. The Exchange Privilege may be modified or terminated at any time upon
notice to shareholders.
The exchange of shares of one Portfolio or fund for shares of another
is treated for Federal income tax purposes as a sale of the shares given in
exchange by the shareholder and, therefore, an exchanging shareholder may
realize a taxable gain or loss.
DREYFUS-AUTOMATIC ASSET BUILDER -- Dreyfus-AUTOMATIC Asset Builder permits
you to purchase Portfolio shares (minimum of $100 and maximum of $150,000
per transaction) at regular intervals selected by you. Portfolio shares are
purchased by transferring funds from the bank account designated
Page 11
by you. At your option, the bank account designated by you will be debited in
the specified amount, and Portfolio shares will be purchased, once a month, on
either the first or fifteenth day, or twice a month, on both days. Only an
account maintained at a domestic financial institution which is an Automated
Clearing House member may be so designated. To establish a Dreyfus-AUTOMATIC
Asset Builder account, you must file an authorization form with the Transfer
Agent. You may obtain the necessary authorization form by calling
1-800-645-6561. You may cancel your participation in this Privilege or change
the amount of purchase at any time by mailing written notification to
Dreyfus-Wilshire Target Funds, Inc., P.O. Box 9671, Providence, Rhode Island
02940-9671, or, if for Dreyfus retirement plan accounts, to The Dreyfus Trust
Company, Custodian, P.O. Box 6427, Providence, Rhode Island 02940-6427, and th
e 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.
RETIREMENT PLANS -- The Fund offers a variety of pension and profit-sharing
plans, including Keogh Plans, IRAs, SEP-IRAs and IRA "Rollover Accounts,"
401(k) Salary Reduction Plans and 403(b)(7) Plans. Plan support services also
are available. You can obtain details on the various plans by calling the
following numbers toll free: for Keogh Plans, please call 1-800-358-5566; for
IRAs and IRA "Rollover Accounts," please call 1-800-645-6561; for SEP-IRAs,
401(k) Salary Reduction Plans and 403(b)(7) Plans, please call 1-800-322-7880.
HOW TO REDEEM FUND SHARES
GENERAL -- You may request redemption of your shares at any time. Redemption
requests should be transmitted in accordance with the procedures described
below. When a request is received in proper form, the Fund will redeem the
shares at the next determined net asset value.
You will be charged a 1% redemption fee upon any redemption of a
Portfolio's shares (including redemptions through use of the Exchange
Privilege) where the redemption or exchange occurs within the initial
six-month period following the opening of your account in that Portfolio. The
redemption fee will be deducted from redemption proceeds and retained by the
Fund. No redemption fee will be charged upon the redemption of shares
purchased through omnibus accounts, nor will the redemption fee be charged upo
n the redemption of a Portfolio's shares to pay fees imposed for various Fund
services. This redemption fee may be waived, modified or discontinued at any
time or from time to time. In addition, securities dealers, banks and other
financial institutions may charge a nominal fee for effecting redemptions of
a Portfolio's shares. Any certificates representing a Portfolio's shares
being redeemed must be submitted with the redemption request. The value of
the shares redeemed may be more or less than their original cost, depending
upon the Portfolio's then-current net asset value.
The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in
proper form, except as provided by the rules of the Securities and Exchange
Commission. HOWEVER, IF YOU HAVE PURCHASED A PORTFOLIO'S SHARES BY CHECK OR
THROUGH DREYFUS-AUTOMATIC ASSET BUILDER AND SUBSEQUENTLY SUBMIT A WRITTEN
REDEMPTION REQUEST TO THE TRANSFER AGENT, THE REDEMPTION PROCEEDS WILL BE
TRANSMITTED TO YOU PROMPTLY UPON BANK CLEARANCE OF YOUR PURCHASE CHECK OR
DREYFUS-AUTOMATIC ASSET BUILDER ORDER, WHICH MAY TAKE UP TO EIGHT BUSINESS
DAYS OR MORE. IN ADDITION, THE FUND WILL REJECT REQUESTS TO REDEEM SHARES BY
WIRE OR TELEPHONE FOR A PERIOD OF EIGHT BUSINESS DAYS AFTER RECEIPT BY THE
TRANSFER AGENT OF THE PURCHASE CHECK OR THE DREYFUS-AUTOMATIC ASSET BUILDER
ORDER AGAINST WHICH SUCH REDEMPTION IS REQUESTED. THESE PROCEDURES WILL NOT
APPLY IF YOUR SHARES WERE PURCHASED BY WIRE PAYMENT, OR IF YOU OTHERWISE HAVE
A SUFFICIENT COLLECTED BALANCE IN YOUR ACCOUNT TO COVER THE REDEMPTION
REQUEST. PRIOR TO THE TIME ANY REDEMPTION IS
Page 12
EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL ACCRUE AND BE PAYABLE, AND YOU WILL
BE ENTITLED TO EXERCISE ALL OTHER RIGHTS OF BENEFICIAL OWNERSHIP. Fund shares
will not be redeemed until the Transfer Agent has received your Account
Application.
The Fund reserves the right to redeem your account at its option upon
not less than 45 days' written notice if your account's net asset value is
$500 or less and remains so during the notice period.
PROCEDURES -- You may redeem shares by using the regular redemption procedure
through the Transfer Agent, the Wire Redemption Privilege or the Telephone
Redemption Privilege. The Fund makes available to certain large institutions
the ability to issue redemption instructions through compatible computer
facilities.
You may redeem or exchange Fund shares by telephone if you have
checked the appropriate box on the Fund's Account Application or have filed a
Shareholder Services Form with the Transfer Agent. If you select a telephone
redemption or exchange privilege, you authorize the Transfer Agent to act on
telephone instructions from any person representing himself or herself to be
you and reasonably believed by the Transfer Agent to be genuine. The Fund
will require the Transfer Agent to employ reasonable procedures, such as
requiring a form of personal identification, to confirm that instructions are
genuine and, if it does not follow such procedures, the Fund or the Transfer
Agent may be liable for any losses due to unauthorized or fraudulent
instructions. Neither the Fund nor the Transfer Agent will be liable for
following telephone instructions reasonably believed to be genuine.
During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent by telephone to
request a redemption or exchange of a Portfolio's shares. In such cases, you
should consider using the other redemption procedures described herein. Use
of these other redemption procedures may result in your redemption request
being processed at a later time than it would have been if telephone
redemption had been used. During the delay, such Portfolio's net asset value
may fluctuate.
REGULAR REDEMPTION -- Under the regular redemption procedure, you may redeem
your shares by written request mailed to Dreyfus-Wilshire Target Funds, Inc.,
P.O. Box 6647, Providence, Rhode Island 02940-6647, or, if for Dreyfus
retirement plan accounts, to The Dreyfus Trust Company, Custodian, P.O. Box
6427, Providence, Rhode Island 02940-6427. Redemption requests may be
delivered in person only to a Dreyfus Financial Center. THESE REQUESTS WILL
BE FORWARDED TO THE FUND AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For
the location of the nearest Dreyfus Financial Center, please call one of the
telephone numbers listed under "General Information." Redemption requests
must be signed by each shareholder, including each owner of a joint account,
and each signature must be guaranteed. The Transfer Agent has adopted
standards and procedures pursuant to which signature-guarantees in proper
form generally will be accepted from domestic banks, brokers, dealers, credit
unions, national securities exchanges, registered securities associations,
clearing agencies and savings associations, as well as from participants in
the New York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP"), and the Stock Exchanges
Medallion Program. If you have any questions with respect to
signature-guarantees, please call one of the telephone numbers listed under
"General Information."
Redemption proceeds of at least $1,000 will be wired to any member
bank of the Federal Reserve System in accordance with a written
signature-guaranteed request.
WIRE REDEMPTION PRIVILEGE -- You may request by wire or telephone that
redemption proceeds (minimum $1,000) be wired to your account at a bank which
is a member of the Federal Reserve System, or a correspondent bank if your
bank is not a member. To establish the Wire Redemption Privilege, you must
check the appropriate box and supply the necessary information on the Fund's
Account Application or file a Shareholder Services Form with the Transfer
Agent. You may direct that redemption proceeds be paid by check (maximum
$150,000 per day) made out to the owners of record
Page 13
and mailed to your
address. Redemption proceeds of less than $1,000 will be paid automatically
by check. Holders of jointly registered Fund or bank accounts may have
redemption proceeds of only up to $250,000 wired within any 30-day period.
You may telephone redemption requests by calling 1-800-221-4060 or, if you
are calling from overseas, call 1-401-455-3306. The Fund reserves the right
to refuse any redemption request, including requests made shortly after a
change of address, and may limit the amount involved or the number of such
requests. This Privilege may be modified or terminated at any time by the
Transfer Agent or the Fund. The Fund's Statement of Additional Information
sets forth instructions for transmitting redemption requests by wire. Shares
held under Keogh Plans, IRAs or other retirement plans, and shares for which
certificates have been issued, are not eligible for this Privilege.
TELEPHONE REDEMPTION PRIVILEGE -- You may redeem Fund shares (maximum
$150,000 per day) by telephone if you have checked the appropriate box on the
Fund's Account Application or have filed a Shareholder Services Form with the
Transfer Agent. The redemption proceeds will be paid by check and mailed to
your address. You may telephone redemption instructions by calling
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-3306. The
Fund reserves the right to refuse any request made by telephone, including
requests made shortly after a change of address, and may limit the amount
involved or the number of telephone redemption requests. This Privilege may
be modified or terminated at any time by the Transfer Agent or the Fund.
Shares held under Keogh Plans, IRAs or other retirement plans, and shares for
which certificates have been issued, are not eligible for this Privilege.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan pursuant to which
the Fund reimburses Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, an amount not to exceed an annual rate of .25 of 1% of the value of
the average daily net assets of each Portfolio for certain allocated expenses
of providing personal services and/or maintaining shareholder accounts. The
services provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the
maintenance of shareholder accounts.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Each Portfolio ordinarily declares and pays dividends from its net
investment income and distributes net realized securities gains, if any, once
a year, but it may make distributions on a more frequent basis to comply with
the distribution requirements of the Internal Revenue Code of 1986, as
amended (the "Code"), in all events in a manner consistent with the
provisions of the Investment Company Act of 1940. The Fund will not make
distributions from net realized securities gains unless capital loss carryover
s, if any, have been utilized or have expired. If applicable, the 1%
redemption fee, described under "How to Redeem Fund Shares," will be charged
upon certain redemptions of a Portfolio's shares received through the
automatic reinvestment of dividends or distributions. You may choose whether
to receive dividends and distributions in cash or to reinvest in additional
shares at net asset value. All expenses are accrued daily and deducted before
declaration of dividends to investors.
Dividends paid by a Portfolio derived from net investment income and
distributions from net realized short-term securities gains of the Portfolio
will be taxable to U.S. shareholders as ordinary income whether received in
cash or reinvested in additional shares. Depending upon the composition of a
Portfolio's income, all or a portion of the dividends derived from net
investment income may qualify for the dividends received deduction allowable
to certain U.S. corporations. Distributions from net realized long-term
securities gains of a Portfolio will be taxable to U.S. shareholders as
long-term capital gains for Federal income tax purposes, regardless of how
long shareholders have held their Portfolio shares
Page 14
and whether such distributions are received in cash or reinvested in shares.
The Code provides that the net capital gain of an individual generally will
not be subject to Federal income tax at a rate in excess of 28%. Dividends
and distributions may be subject to state and local taxes.
Dividends from net investment income and distributions from net
realized short-term securities gains paid by a Portfolio to a foreign
investor generally are subject to U.S. nonresident withholding taxes at the
rate of 30%, unless the foreign investor claims the benefit of a lower rate
specified in a tax treaty. Distributions from net realized long-term
securities gains paid by a Portfolio to a foreign investor as well as the
proceeds of any redemptions from a foreign investor's account, regardless of
the extent to which gain or loss may be realized, generally will not be
subject to any U.S. withholding tax. However, such distributions and
redemption proceeds may be subject to backup withholding, as described below,
unless the foreign investor certifies his non-U.S. residency status.
Notice as to the tax status of your dividends and distributions will
be mailed to you annually. You also will receive periodic summaries of your
account which will include information as to dividends and distributions from
securities gains, if any, paid during the year.
Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends, distributions
from net realized securities gains and the proceeds of any redemption,
regardless of the extent to which gain or loss may be realized, paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct or that such
shareholder has not received notice from the IRS of being subject to backup wi
thholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of the Fund believes that each Portfolio has qualified for
the fiscal year ended August 31, 1994 as a "regulated investment company"
under the Code. Each Portfolio intends to continue to so qualify if such
qualification is in the best interests of its shareholders. Such
qualification relieves a Portfolio of any liability for Federal income tax to
the extent its earnings are distributed in accordance with applicable
provisions of the Code. In addition, each Portfolio is subject to a non-deduct
ible 4% excise tax, measured with respect to certain undistributed amounts of
taxable investment income and capital gains.
You should consult your tax adviser regarding specific questions as
to Federal, state or local taxes.
PERFORMANCE INFORMATION
For purposes of advertising, performance is calculated on the bases
of average annual total return and/or total return.
Average annual total return is calculated pursuant to a standardized
formula which assumes that an investment in the Portfolio 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 each Portfolio's performance will include such Portfolio's
average annual total
Page 15
return for one, five and ten year periods, or for
shorter periods depending upon the length of time during which the Portfolio
has operated.
Total return is computed on a per share basis and assumes the
reinvestment of dividends and distributions. Total return generally is
expressed as a percentage rate which is calculated by combining the income
and principal changes for a specified period and dividing by the net asset
value 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.
Performance will vary from time to time and past results are not
necessarily representative of future results. You should remember that
performance is a function of portfolio management in selecting the type and
quality of portfolio securities and is affected by operating expenses.
Performance information, such as that described above, may not provide a
basis for comparison with other investments or other investment companies
using a different method of calculating performance.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from the Wilshire
5000 Index, Lipper Analytical Services, Inc., Standard & Poor's 500 Composite
Stock Price Index, the Dow Jones Industrial Average, Morningstar, Inc. and
other industry publications.
GENERAL INFORMATION
The Fund was incorporated under Maryland law on July 30, 1992, and
commenced operations on September 30, 1992. The Fund is authorized to issue
400 million shares of Common Stock (with 100 million allocated to each
Portfolio), par value $.001 per share. Each share has one vote.
Unless otherwise required by the Investment Company Act of 1940,
ordinarily it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider each year the
election of Directors or the appointment of auditors. However, pursuant to
the Fund's By-Laws, the holders of at least 10% of the shares outstanding and
entitled to vote may require the Fund to hold a special meeting of
shareholders for the purpose of removing a Director from office or for any
other purpose. Fund shareholders may remove a Director by the affirmative
vote of a majority of the Fund's outstanding voting shares. In addition, the
Board of Directors will call a meeting of shareholders for the purpose of
electing Directors if, at any time, less than a majority of the Directors
then holding office have been elected by shareholders.
To date, the Board of Directors has authorized the creation of four
series of shares. All consideration received by the Fund for shares of one of
the Portfolios and all assets in which such consideration is invested will
belong to that Portfolio (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 Portfolio are treated separately
from those of the other Portfolios. The Fund has the ability to create, from
time to time, new portfolios without shareholder approval.
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 shares of each Portfolio affected by
such matter. Rule 18f-2 further provides that a Portfolio shall be deemed to
be affected by a matter unless it is clear that the interests of each
Portfolio in the matter are identical or that the matter does not affect any
interest of such Portfolio. However, the Rule exempts the selection of
independent accountants and the election of Directors from the separate
voting requirements of the Rule.
Page 16
The Transfer Agent maintains a record of your ownership and sends
confirmations and statements of account.
Shareholder inquiries may be made by writing to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling toll free
1-800-645-6561. In New York City, call
1-718-895-1206; on Long Island, call 794-5452.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE
PORTFOLIOS' 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 17
Dreyfus-Wilshire
Target Funds, Inc.
Prospectus
Registration Mark
(Copy Right)
Premier Mutual Fund Services, Inc., 1994
Distributor WILSpros3A
DREYFUS-WILSHIRE TARGET FUNDS, INC.
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
DECEMBER 30, 1994
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of
Dreyfus-Wilshire Target Funds, Inc. (the "Fund"), dated December 30, 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 the following numbers:
Call Toll Free 1-800-645-6561
In New York City--Call 1-718-895-1206
On Long Island--Call 794-5452
Wilshire Associates Incorporated ("Wilshire") serves as the Fund's
investment adviser.
The Dreyfus Corporation ("Dreyfus") serves as the Fund's administrator.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies. . . . . . . B-2
Management of the Fund. . . . . . . . . . . . . . . . . . B-7
Investment Advisory and Administration Agreements . . . . B-10
Shareholder Services Plan . . . . . . . . . . . . . . . . B-13
Purchase of Fund Shares . . . . . . . . . . . . . . . . . B-14
Redemption of Fund Shares . . . . . . . . . . . . . . . . B-15
Shareholder Services. . . . . . . . . . . . . . . . . . . B-16
Determination of Net Asset Value. . . . . . . . . . . . . B-18
Dividends, Distributions and Taxes. . . . . . . . . . . . B-19
Performance Information . . . . . . . . . . . . . . . . . B-21
Portfolio Transactions. . . . . . . . . . . . . . . . . . B-21
Information About the Fund. . . . . . . . . . . . . . . . B-22
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Accountants . . . . . . . . . . B-23
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . B-24
Financial Statements. . . . . . . . . . . . . . . . . . . B-25
Report of Independent Accountants . . . . . . . . . . . . B-45
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."
Other Portfolio Securities
U.S. Government Securities--Each Portfolio may purchase securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities,
which include U.S. Treasury securities that differ in their interest rates,
maturities and times of issuance. 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. Some obligations issued or guaranteed by U.S. Government
agencies and instrumentalities, for example, Government National Mortgage
Association pass-through certificates, are supported by the full faith and
credit of the U.S. Treasury; others, such as those of the Federal Home Loan
Banks, by the right of the issuer to borrow from the Treasury; others, such
as those issued by the Federal National Mortgage Association, by
discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others, such as those
issued by the Student Loan Marketing Association, only by the credit of the
agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. Principal and interest may fluctuate based on
generally recognized reference rates or the relationship of rates. While
the U.S. Government provides financial support to such U.S. Government-
sponsored agencies or instrumentalities, no assurance can be given that it
will always do so, since it is not so obligated by law. A Portfolio will
invest in such securities only when the Fund is satisfied that the credit
risk with respect to the issuer is minimal.
Zero Coupon Securities--Each Portfolio may invest in zero coupon U.S.
Treasury securities, which are Treasury Notes and Bonds that have been
stripped of their unmatured interest coupons, the coupons themselves and
receipts or certificates representing interests in such stripped debt
obligations and coupons. Each Portfolio also may invest in zero coupon
securities issued by corporations and financial institutions which
constitute a proportionate ownership of the issuer's pool of underlying U.S.
Treasury securities. A zero coupon security pays no interest to its holder
during its life and is sold at a discount to its face value at maturity.
The amount of the discount fluctuates with the market price of the security.
The market prices of zero coupon securities generally are more volatile than
the market prices of securities that pay interest periodically and are
likely to respond to a greater degree to changes in interest rates than non-
zero coupon securities having similar maturities and credit qualities.
Bank Obligations--Each Portfolio may purchase certificates of deposit, time
deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, foreign subsidiaries of domestic banks, foreign branches of
domestic banks, and domestic and foreign branches of foreign banks, domestic
savings and loan associations and other banking institutions. With respect
to such securities issued by foreign branches of domestic banks, foreign
subsidiaries of domestic banks, and domestic and foreign branches of foreign
banks, the Portfolio may be subject to additional investment risks that are
different in some respects from those incurred by a fund which invests only
in debt obligations of U.S. domestic issuers. Such risks include possible
future political and economic developments, the possible imposition of
foreign withholding taxes on interest income payable on the securities, the
possible establishment of exchange controls or the adoption of other foreign
governmental restrictions which might adversely affect the payment of
principal and interest on these securities and the possible seizure or
nationalization of foreign deposits.
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate. Each
Portfolio will invest in time deposits of domestic banks that have total
assets in excess of one billion dollars. Time deposits which may be held by
the Portfolios will not benefit from insurance from the Bank Insurance Fund
or the Savings Association Insurance Fund administered by the Federal
Deposit Insurance Corporation.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments
reflect the obligation both of the bank and of the drawer to pay the face
amount of the instrument upon maturity. The other short-term obligations
may include uninsured, direct obligations bearing fixed, floating or
variable interest rates.
Repurchase Agreements--Repurchase agreements involve the acquisition by a
Portfolio of an underlying debt instrument, subject to an obligation of the
seller to repurchase, and the Portfolio 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 a Portfolio under a repurchase
agreement. Repurchase agreements are considered by the staff of the
Securities and Exchange Commission to be loans by the Portfolio entering
into them. In an attempt to reduce the risk of incurring a loss on a
repurchase agreement, the Portfolios will enter into repurchase agreements
only with domestic banks with total assets in excess of one billion dollars,
or primary government securities dealers reporting to the Federal Reserve
Bank of New York, with respect to securities of the type in which such
Portfolio may invest, and will require that additional securities be
deposited with it if the value of the securities purchased should decrease
below resale price. Wilshire 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 Portfolio 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 Portfolio may be delayed or limited.
The Fund will consider on an ongoing basis the creditworthiness of the
institutions with which a Portfolio enters into repurchase agreements.
Commercial Paper and Other Short-Term Corporate Obligations--Commercial
paper consists of short-term, unsecured promissory notes issued to finance
short-term credit needs. The commercial paper purchased by the Portfolios
will consist only of direct obligations which, at the time of their
purchase, are (a) rated not lower than Prime-1 by Moody's Investors Service,
Inc., A-1 by Standard & Poor's Corporation, F-1 by Fitch Investors Service,
Inc. or Duff-1 by Duff & Phelps, Inc., (b) issued by companies having an
outstanding unsecured debt issue currently rated not lower than Aa3 by
Moody's Investors Service, Inc. or AA- by Standard & Poor's Corporation,
Fitch Investors Service, Inc. or Duff & Phelps, Inc., or (c) if unrated,
determined by Wilshire to be of comparable quality to those rated
obligations which may be purchased by such Portfolio. Each Portfolio may
purchase floating and variable rate demand notes and bonds, which are
obligations ordinarily having stated maturities in excess of one year, but
which permit the holder to demand payment of principal at any time or at
specified intervals. Variable rate demand notes include variable amount
master demand notes, which are obligations that permit the Portfolio to
invest fluctuating amounts at varying rates of interest pursuant to direct
arrangements between the Portfolio, as lender, and the borrower. These
notes permit daily changes in the amounts borrowed. As mutually agreed
between the parties, the Portfolio may increase the amount under the notes
at any time up to the full amount provided by the note agreement, or
decrease the amount, and the borrower may repay up to the full amount of the
note without penalty. Because these obligations are direct lending
arrangements between the lender and borrower, it is not contemplated that
such instruments generally will be traded, and there generally is no
established secondary market for these obligations, although they are
redeemable at face value, plus accrued interest, at any time. Accordingly,
where these obligations are not secured by letters of credit or other credit
support arrangements, the Portfolio's right to redeem is dependent on the
ability of the borrower to pay principal and interest on demand. In
connection with floating and variable rate demand obligations, Wilshire will
consider, on an ongoing basis, earning power, cash flow and other liquidity
ratios of the borrower, and the borrower's ability to pay principal and
interest on demand. Such obligations frequently are not rated by credit
rating agencies, and a Portfolio may invest in them only if at the time of
an investment the borrower meets the criteria set forth above for other
commercial paper issuers.
Management Policies
Lending Portfolio Securities--To a limited extent, each Portfolio 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
Portfolio can increase its income through the investment of the cash
collateral. For purposes of this policy, the Fund considers collateral
consisting of U.S. Government securities or irrevocable letters of credit
issued by banks whose securities meet the standards for investment by the
Portfolio to be the equivalent of cash. From time to time, the Fund may
return to the borrower or a third party which is unaffiliated with the Fund,
and which is acting as a "placing broker," a part of the interest earned
from the investment of collateral received for securities loaned.
The Securities and Exchange Commission currently requires that the
following conditions must be met whenever portfolio securities are loaned:
(1) the Portfolio 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
Portfolio must be able to terminate the loan at any time; (4) the Portfolio
must receive reasonable interest on the loan, as well as any dividends,
interest or other distributions payable on the loaned securities, and any
increase in market value; (5) the Portfolio may pay only reasonable
custodian fees in connection with the loan; and (6) while voting rights on
the loaned securities may pass to the borrower, the Fund's Board of
Directors must terminate the loan and regain the right to vote the
securities if a material event adversely affecting the investment occurs.
These conditions may be subject to future modification.
Investment Restrictions. Each Portfolio has adopted investment
restrictions numbered 1 through 9 as fundamental policies. These
restrictions cannot be changed, as to a Portfolio, without approval by the
holders of a majority (as defined in the Investment Company Act of 1940, as
amended (the "Act")) of such Portfolio's outstanding voting shares.
Investment restrictions numbered 10 through 15 are not fundamental policies
and may be changed by vote of a majority of the Directors at any time. No
Portfolio may:
1. Invest in commodities, except that the Portfolio 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, or oil, gas or other
mineral leases or exploration or development programs, but the Portfolio may
purchase and sell securities that are secured by real estate or issued by
companies that invest or deal in real estate.
3. Borrow money, except for temporary or emergency (not leveraging)
purposes in an amount up to 15% of the value of the Portfolio's total assets
(including the amount borrowed) based on the lesser of cost or market, less
liabilities (not including the amount borrowed) at the time the borrowing is
made. While borrowings exceed 5% of the value of the Portfolio's total
assets, the Portfolio will not make any additional investments. For
purposes of this investment restriction, the entry into options, forward
contracts, futures contracts, including those relating to indexes, and
options on futures contracts or indexes shall not constitute borrowing.
4. Make loans to others, except through the purchase of debt
obligations and the entry into repurchase agreements. However, the
Portfolio may lend its portfolio securities in an amount not to exceed 33-
1/3% of the value of its total assets. Any loans of portfolio securities
will be made according to guidelines established by the Securities and
Exchange Commission and the Fund's Board of Directors.
5. Act as an underwriter of securities of other issuers, except to
the extent the Portfolio may be deemed an underwriter under the Securities
Act of 1933, as amended, by virtue of disposing of portfolio securities.
6. Invest more than 25% of its assets in the securities of issuers in
any single industry, provided there shall be no limitation on the purchase
of obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.
7. Invest more than 5% of its assets in the obligations of any single
issuer, except that up to 25% of the value of the Portfolio's total assets
may be invested, and securities issued or guaranteed by the U.S. Government,
or its agencies or instrumentalities may be purchased, without regard to any
such limitation.
8. Hold more than 10% of the outstanding voting securities of any
single issuer. This Investment Restriction applies only with respect to 75%
of the Portfolio's total assets.
9. 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, 11 and 12 may be deemed to give rise to a
senior security.
10. Invest in the securities of a company for the purpose of
exercising management or control, but the Portfolio will vote the securities
it owns in its portfolio as a shareholder in accordance with its views.
11. 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 forward
commitment basis and collateral and initial or variation margin arrangements
with respect to options, forward contracts, futures contracts, including
those relating to indexes, and options on futures contracts or indexes.
12. Purchase, sell or write puts, calls or combinations thereof,
except as may be described in the Fund's Prospectus and this Statement of
Additional Information.
13. Purchase securities of any company having less than three years'
continuous operations (including operations of any predecessors) if such
purchase would cause the value of the Portfolio's investments in all such
companies to exceed 5% of the value of its total assets.
14. 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 Portfolio's net assets
would be so invested.
15. Purchase securities of other investment companies, except to the
extent permitted under the Act or those received as part of a merger or
consolidation.
If a percentage restriction is adhered to at the time of investment, a
later change 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 a Portfolio's shares in certain
states. In this regard, and while not a fundamental policy, the Fund has
undertaken that no Portfolio may invest in real estate limited partnerships.
Should the Fund determine that a commitment is no longer in the best
interest of the Portfolio and its shareholders, the Fund reserves the right
to revoke the commitment by terminating the sale of such Portfolio's shares
in the state involved.
MANAGEMENT OF THE FUND
Directors and officers of the Fund, together with information as to
their principal business occupations during at least the last five years,
are shown below. Each Director who is deemed to be an "interested person"
of the Fund, as defined in the Act, is indicated by an asterisk.
Directors of the Fund
*DAVID P. FELDMAN, Director. Corporate Vice President-Investment Management
of AT&T. He is also a trustee of Corporate Property Investors, a real
estate investment company. His address is One Oak Way, Berkeley
Heights, New Jersey 07922.
JACK R. MEYER, Director. President and Chief Executive Officer of Harvard
Management Company, an investment management company, since September
1990. For more than five years prior thereto, he was Treasurer and
Chief Investment Officer of The Rockefeller Foundation. His address is
600 Atlantic Avenue, Boston, Massachusetts 02210.
JOHN SZARKOWSKI, Director. Director Emeritus of Photography at The Museum
of Modern Art. Consultant in Photography. His address is Bristol Road
Box 221, East Chatham, New York 12060.
ANNE WEXLER, Director. Chairman of the Wexler Group, consultants
specializing in government relations and public affairs. She is also a
director of American Cyanamid Company, Alumax, The Continental
Corporation, Comcast Corporation and The New England Electric System,
and a member of the Board of the Carter Center of Emory University, the
Council of Foreign Relations, the National Park Foundation, Visiting
Committee of the John F. Kennedy School of Government at Harvard
University and the Board of Visitors of the University of Maryland
School of Public Affairs. Her address is c/o The Wexler Group, 1317 F
Street, N.W., Suite 600, Washington, D.C. 20004.
Each Director is also a director of Dreyfus Stock Index Fund, Peoples
Index Fund, Inc., Peoples S&P MidCap Index Fund, Inc. and Dreyfus Edison
Electric Index Fund, Inc. Mr. Feldman and Ms. Wexler are also directors of
Dreyfus New Jersey Municipal Bond Fund, Inc. and Premier Global Investing,
managing general partners of Dreyfus Strategic Growth, L.P. and Dreyfus
Global Growth, L.P., and trustees of Dreyfus Florida Intermediate Municipal
Bond Fund, Dreyfus Florida Municipal Money Market Fund, Dreyfus Investors
GNMA Fund, Dreyfus New York Insured Tax Exempt Bond 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 and Dreyfus 100% U.S. Treasury
Short Term Fund. Mr. Feldman is also a director of Dreyfus Strategic
Governments Income, Inc. and Dreyfus BASIC Money Market Fund, Inc. and a
trustee of Dreyfus BASIC U.S. Government Money Market Fund, Dreyfus
California Intermediate Municipal Bond Fund, Dreyfus Connecticut
Intermediate Municipal Bond Fund, Dreyfus Massachusetts Intermediate
Municipal Bond Fund, Dreyfus New Jersey Intermediate Municipal Bond Fund,
Dreyfus Pennsylvania Intermediate Municipal Bond Fund, Dreyfus Strategic
Income and Dreyfus Strategic Investing.
For so long as the Fund's plan described in the section captioned
"Shareholder Services Plan" remains in effect, the Directors of the Fund who
are not "interested persons" of the Fund, as defined in the Act, will be
selected and nominated by the Directors who are not "interested persons" of
the Fund.
The Fund does not pay any remuneration to its officers and Directors
other than fees and expenses to those Directors who are not officers,
directors, employees or holders of 5% or more of the outstanding voting
securities of Wilshire or Dreyfus, or their affiliates, which totalled
$17,331 for the fiscal year ended August 31, 1994 for such Directors as a
group.
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President and Chief Operating
Officer and a Director of the Distributor and an officer of other
investment companies advised or administered by Dreyfus. From December
1991 to July 1994, she was President and Chief Compliance Officer of
Funds Distributor, Inc., a wholly-owned subsidiary of The Boston
Company, Inc. Prior to December 1991, she served as Vice President and
Controller, and later as Senior Vice President, of The Boston Company
Advisors, Inc.
JOHN E. PELLETIER, Secretary. Senior Vice President - General Counsel of
the Distributor and an officer of other investment companies advised or
administered by Dreyfus. From February 1992 to July 1994, he served as
Counsel for The Boston Company Advisors, Inc. From August 1990 to
February 1992, he was employed as an Associate at Ropes & Gray, and
prior to August 1990, he was employed as an Associate at Sidley &
Austin.
JOSEPH F. TOWER, III, Assistant Treasurer. Senior Vice President, Treasurer
and Chief Financial Officer of the Distributor and an officer of other
investment companies advised or administered by Dreyfus. From July
1988 to August 1994, he was employed by The Boston Company, Inc. where
he held various management positions in the Corporate Finance and
Treasury areas.
FREDERICK C. DEY, Assistant Treasurer. Senior Vice President of the
Distributor and an officer of other investment companies advised or
administered by Dreyfus. From 1988 to August 1994, he was manager of
the High Performance Fabric Division of Springs Industries Inc.
ERIC B. FISCHMAN, Assistant Secretary. Associate General Counsel of the
Distributor and an officer of other investment companies advised or
administered by Dreyfus. From September 1992 to August 1994, he was an
attorney with the Board of Governors of the Federal Reserve System.
RUTH D. LEIBERT, Assistant Secretary. Assistant Vice President of the
Distributor and an officer of other investment companies advised or
administered by Dreyfus. From March 1992 to July 1994, she was a
Compliance Officer for The Managers Funds, a registered investment
company. From March 1990 until September 1991, she was Development
Director of The Rockland Center for the Arts and, prior thereto, was
employed as a Research Assistant for the Bureau of National Affairs.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
Directors and officers of the Fund, as a group, owned less than 1% of
the Fund's shares of Common Stock outstanding on October 10, 1994.
The following persons are known by the Fund to own of record 5% or more
of a Portfolio's voting securities outstanding on October 10, 1994:
Large Company Growth Portfolio: Charles Schwab & Company, 101
Montgomery Street, San Francisco, California 94104--42.9%; and Cincinnati
Bell Collectively Bargained Retirees Health Care Trust, 201 East 4th Street,
Cincinnati, Ohio 45202--34.4%.
Large Company Value Portfolio: Cincinnati Bell Collectively Bargained
Retirees Health Care Trust, 201 East 4th Street, Cincinnati, Ohio 45202--
61.4%; Charles Schwab & Company, 101 Montgomery Street, San Francisco,
California 94104--14.7%; and Jennie Edmundson Memorial Hospital, 933 East
Pierce Street, Council Bluffs, Iowa 51503--6.3%.
Small Company Growth Portfolio: Charles Schwab & Company, 101
Montgomery Street, San Francisco, California 94104--29.9%; Northland
Insurance Company, 1295 Northland Drive, Mendota, MN 55120--10.4%; and
Cincinnati Bell Collectively Bargained Retirees Health Care Trust, 201 East
4th Street, Cincinnati, Ohio 45202--8.8%.
Small Company Value Portfolio: Dreyfus Trust Company, as trustee for
Blue Cross and Blue Shield of Minnesota Employee Savings Plan, 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556--28.0%; Charles Schwab &
Company, 101 Montgomery Street, San Francisco, California 94104--21.0%;
Cincinnati Bell Collectively Bargained Retirees Health Care Trust, 201 East
4th Street, Cincinnati, Ohio 45202--13.2%; Dreyfus Trust Company, as trustee
for FDC Incentive Savings Plan, 144 Glenn Curtiss Boulevard, Uniondale, New
York 11556--9.4%; and Dreyfus Trust Company, as trustee for Medline
Industries, Inc. 401(k) Profit Sharing Plan, 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556--5.3%.
A shareholder that owns, directly or indirectly, 25% or more of a
Portfolio's voting securities may be deemed to be a "control person" (as
defined in the Act) of such Portfolio.
INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENTS
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Management of the Fund."
Investment Advisory Agreement. Wilshire provides investment advisory
services to each Portfolio pursuant to the Investment Advisory Agreement
(the "Advisory Agreement") dated August 12, 1992 (as revised September 17,
1992), with the Fund. As to each Portfolio, the Advisory Agreement is
subject to annual approval by (i) the Fund's Board of Directors or (ii) vote
of a majority (as defined in the Act) of the outstanding voting securities
of such Portfolio, provided that in either event the continuance also is
approved by a majority of the Directors who are not "interested persons" (as
defined in the Act) of the Fund or Wilshire, by vote cast in person at a
meeting called for the purpose of voting on such approval. As to each
Portfolio, the Advisory Agreement is terminable without penalty, on 60 days'
notice, by the Fund's Board of Directors or by vote of the holders of a
majority of such Portfolio's shares, or, on not less than 90 days' notice,
by Wilshire. The Advisory Agreement will terminate automatically, as to the
relevant Portfolio, in the event of its assignment (as defined in the Act).
The following persons are officers and directors of Wilshire: Dennis
A. Tito, President and Chief Executive Officer; Gilbert Hammer, Senior Vice
President; Robert J. Raab, Jr., Senior Vice President; Thomas D. Stevens,
Senior Vice President; Stephen L. Nesbitt, Senior Vice President; Rosalind
M. Hewsenian, Vice President; Robert C. Kuberek, Vice President; Howard M.
Yata, Vice President; Cecilia I. Loo, Vice President; Alan L. Manning, Vice
President, General Counsel and Secretary; and San Slawson, Vice President
and Treasurer.
Wilshire provides day-to-day management of each Portfolio's investments
in accordance with the stated policies of the Portfolio, subject to the
approval of the Fund's Board of Directors. Wilshire and Dreyfus provide the
Fund with Portfolio Managers who are authorized by the Board of Directors to
execute purchases and sales of securities. The Fund's Portfolio Managers
are Richard L. Dixon and Thomas D. Stevens. Wilshire and Dreyfus each
maintain a research department with a professional staff of portfolio
managers and securities analysts who provide research services for the Fund.
All purchases and sales are reported for the Board's review at the meeting
subsequent to such transactions.
As compensation for Wilshire's services, the Fund has agreed to pay
Wilshire a monthly advisory fee at the annual rate of .10 of 1% of the value
of each Portfolio's average daily net assets. All fees and expenses are
accrued daily and deducted before declaration of dividends to investors.
For the period September 30, 1992 (commencement of operations for all
Portfolios except Small Company Growth Portfolio which commenced operations
on October 1, 1992) through August 31, 1993, and for the fiscal year ended
August 31, 1994, the advisory fees for each Portfolio payable to Wilshire
were as follows:
Fee Paid For Period
Ended August 31, 1993
Advisory Reduction Net
Portfolio Fee Payable in Fee Fee Paid
Large Company Growth Portfolio $7,486 $7,486 -0-
Large Company Value Portfolio $5,979 $5,979 -0-
Small Company Growth Portfolio $6,308 $6,308 -0-
Small Company Value Portfolio $6,886 $6,886 -0-
Fee Paid For Fiscal Year
Ended August 31, 1994
Advisory Reduction Net
Portfolio Fee Payable in Fee Fee Paid
Large Company Growth Portfolio $ 8,137 $ 8,137 -0-
Large Company Value Portfolio $11,133 $11,133 -0-
Small Company Growth Portfolio $ 8,397 $ 8,397 -0-
Small Company Value Portfolio $20,919 $20,919 -0-
Administration Agreement. Pursuant to the Administration Agreement
(the "Administration Agreement") dated August 24, 1994 with the Fund,
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 each Portfolio's shareholders, tax
returns, reports to and filings with the Securities and Exchange Commission
and state Blue Sky authorities, and generally assists in all aspects of the
Fund's operations, other than providing investment advice. Dreyfus bears
all expenses in connection with the performance of its services.
As to each Portfolio, the Administration Agreement will continue in
effect until May 14, 1995, and thereafter is subject to annual approval by
(i) the Fund's Board of Directors or (ii) vote of a majority (as defined in
the Act) of such Portfolio's outstanding voting securities, provided that in
either event the continuance also is approved by a majority of the Directors
who are not "interested persons" (as defined in the Act) of the Fund or
Dreyfus, by vote cast in person at a meeting called for the purpose of
voting on such approval. After May 14, 1995, as to each Portfolio, the
Administration Agreement is terminable without penalty, on 60 days' notice,
by the Fund's Board of Directors or by vote of the holders of a majority of
such Portfolio's shares, or, on not less than 90 days' notice by Dreyfus.
The Administration Agreement will terminate automatically, as to the
relevant Portfolio, in the event of its assignment (as defined in the Act).
The following persons are officers and/or directors of Dreyfus: Howard
Stein, Chairman of the Board and Chief Executive Officer; Julian M.
Smerling, Vice Chairman of the Board of Directors; Joseph S. DiMartino,
President and a director; W. Keith Smith, Chief Operating Officer and a
director; Paul H. Snyder, Vice President--Finance and Chief Financial
Officer; Daniel C. Maclean III, General Counsel and Vice President;
Robert F. Dubuss, Vice President; Elie M. Genadry, Vice President--
Institutional Sales; Henry D. Gottmann, Vice President--Retail Sales and
Service; Jeffrey N. Nachman, Vice President--Fund Administration; Kirk V.
Stumpp, Vice President--New Product Development; Philip L. Toia, Vice
Chairman--Operations and Administration; Lawrence S. Kash, Vice Chairman--
Distribution; Jay R. DeMartine, Vice President--Retail Marketing; Barbara E.
Casey, Vice President--Retirement Services; Diane M. Coffey, Vice President-
- -Corporate Communications; Katherine C. Wickham, Vice President--Human
Resources; Maurice Bendrihem--Controller; Mark N. Jacobs, Vice President--
Legal and Secretary; Christine Pavalos--Assistant Secretary; and Mandell L.
Berman, Alvin E. Friedman, Lawrence M. Greene, Frank V. Cahouet, Abigail Q.
McCarthy and David B. Truman, directors.
As compensation for Dreyfus' services, the Fund has agreed to pay
Dreyfus a monthly administration fee at the annual rate of .20 of 1% of the
value of each Portfolio's average daily net assets. For the period
September 30, 1992 (commencement of operations for all Portfolios except
Small Company Growth Portfolio which commenced operations on October 1,
1992) through August 31, 1993, and for the fiscal year ended August 31,
1994, the administration fees payable to Dreyfus for each Portfolio were as
follows:
Fee Paid For Period
Ended August 31, 1993
Administration Reduction Net
Portfolio Fee Payable in Fee Fee Paid
Large Company Growth Portfolio $14,972 $14,972 -0-
Large Company Value Portfolio $11,958 $11,958 -0-
Small Company Growth Portfolio $12,617 $12,617 -0-
Small Company Value Portfolio $13,772 $13,772 -0-
Fee Paid For Fiscal Year
Ended August 31, 1994
Administration Reduction Net
Portfolio Fee Payable in Fee Fee Paid
Large Company Growth Portfolio $16,275 $16,275 -0-
Large Company Value Portfolio $22,267 $22,267 -0-
Small Company Growth Portfolio $16,793 $16,793 -0-
Small Company Value Portfolio $41,838 $41,838 -0-
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 Wilshire or Dreyfus. The expenses borne by the Fund
include: organizational costs, taxes, interest, brokerage fees and
commissions, if any, fees of Directors who are not officers, directors,
employees or holders of 5% or more of the outstanding voting securities of
Wilshire or Dreyfus or any of their affiliates, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory and
administration 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 for regulatory
purposes and for distribution to existing shareholders, and any
extraordinary expenses. Expenses attributable to a particular Portfolio are
charged against the assets of that Portfolio; other expenses of the Fund are
allocated between the Portfolio on the basis determined by the Board of
Directors, including, but not limited to, proportionately in relation to the
net assets of each Portfolio.
As to each Portfolio, Wilshire and Dreyfus have agreed that if in any
fiscal year the aggregate expenses of the Portfolio, exclusive of taxes,
brokerage, interest on borrowings and (with the prior written consent of the
necessary state securities commissions) extraordinary expenses, but
including the advisory and administration fees, exceed the expense
limitation of any state having jurisdiction over the Fund, the Fund may
deduct from the payments to be made to each of Wilshire and Dreyfus, or
Dreyfus will bear, such excess expense in proportion to their investment
advisory fee and administration fee 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 Wilshire and Dreyfus is not
subject to reduction as the value of a Portfolio's net assets increases.
SHAREHOLDER SERVICES PLAN
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Shareholder Services
Plan."
The Fund has adopted a Shareholder Services Plan (the "Plan") pursuant
to which the Fund reimburses Dreyfus Service Corporation, a wholly-owned
subsidiary of Dreyfus, for certain allocated expenses of providing personal
services and/or maintaining shareholder accounts. The services provided may
include personal services relating to shareholder accounts, such an
answering shareholder inquiries regarding the Fund and providing reports and
other information, and services related to the maintenance of shareholder
accounts.
A quarterly report of the amounts expended under the Plan, and the
purposes for which such expenditures were incurred, must be made to the
Directors for their review. In addition, the Plan provides that material
amendments of the Plan must be approved by the Board of Directors, and by
the Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in the operation
of the Plan, by vote cast in person at a meeting called for the purpose of
considering such amendments. The Plan is subject to annual approval by such
vote of the Directors cast in person at a meeting called for the purpose of
voting on the Plan. The Plan is terminable at any time by vote of a
majority of the Directors who are not "interested persons" and have no
direct or indirect financial interest in the operation of the Plan.
For the fiscal year ended August 31, 1994, the following amounts were
charged to each Portfolio under the Plan:
Large Company Growth Portfolio -- $19,030
Large Company Value Portfolio -- $27,242
Small Company Growth Portfolio -- $16,387
Small Company Value Portfolio -- $52,010
PURCHASE OF FUND SHARES
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "How to Buy Fund Shares."
The Distributor. The Distributor serves as the Fund's distributor
pursuant to an agreement which is renewable annually. The Distributor also
acts as distributor for the other funds in the Dreyfus Family of Funds and
for certain other investment companies.
Transactions Through Securities Dealers. Fund shares may be purchased
and redeemed through securities dealers which may charge a nominal
transaction fee for such services. Some dealers will place the Fund's
shares in an account with their firm. Dealers also may require that the
customer invest more than the $1,000 minimum investment; the customer not
take physical delivery of share certificates; the customer not request
redemption checks to be issued in the customer's name; fractional shares not
be purchased; or other conditions.
There is no sales or service charge by the Fund or the Distributor,
although investment dealers, banks and other institutions may make
reasonable charges to investors for their services. The services provided
and the applicable fees are established by each dealer or other institution
acting independently of the Fund. The Fund has been given to understand
that these fees may be charged for customer services including, but not
limited to, same-day investment of client funds; same-day access to client
funds; advice to customers about the status of their accounts, yield
currently being paid or income earned to date; provision of periodic account
statements showing security and money market positions; other services
available from the dealer, bank or other institution; and assistance with
inquiries related to their investment. Any such fees will be deducted from
the investor's account monthly and on smaller accounts could constitute a
substantial portion of the distribution. Small, inactive, long-term
accounts involving monthly service charges may not be in the best interest
of investors. Investors should be aware that they may purchase shares of
the Fund directly from the Fund without imposition of any maintenance or
service charges, other than those already described herein. In some states,
banks or other financial institutions effecting transactions in Fund shares
may be required to register as dealers pursuant to state law.
REDEMPTION OF FUND SHARES
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "How to Redeem Fund
Shares."
Wire Redemption Privilege. By using this Privilege, the investor
authorizes The Shareholder Services Group, Inc. (the "Transfer Agent") to
act on wire or telephone redemption instructions from any person
representing himself or herself to be the investor, and reasonably believed
by the Transfer Agent to be genuine. Ordinarily, the Fund will initiate
payment for shares redeemed pursuant to this Privilege on the next business
day after receipt if the Transfer Agent receives the redemption request in
proper form. Redemption proceeds will be transferred by Federal Reserve
wire only to the commercial bank account specified by the investor on the
Account Application or 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 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 wire
redemption proceeds, a written request must be sent to the Transfer Agent.
This request must be signed by each shareholder, with each signature
guaranteed as described below under "Stock Certificates; Signatures."
Stock Certificates; Signatures. Any certificates representing Fund
shares to be redeemed must be submitted with the redemption request.
Written redemption requests must be signed by each shareholder, including
each holder of a joint account, and each signature must be guaranteed.
Signatures on endorsed certificates submitted for redemption also must be
guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies
and savings associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP") and the Stock Exchanges Medallion Program.
Guarantees must be signed by an authorized signatory of the guarantor and
"Signature-Guaranteed" must appear with the signature. The Transfer Agent
may request additional documentation from corporations, executors,
administrators, trustees or guardians, and may accept other suitable
verification arrangements from foreign investors, such as consular
verification. For more information with respect to signature-guarantees,
please call one of the telephone numbers listed on the cover.
Redemption Commitment. The Fund has committed itself to pay in cash
all redemption requests by any shareholder of record, limited in amount
during any 90-day period to the lesser of $250,000 or 1% of the value of the
Portfolio's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission. In the case of requests for redemption in excess of such
amount, the Board of Directors reserves the right to make payments in whole
or in part in securities or other assets in case of an emergency or any time
a cash distribution would impair the liquidity of the Fund to the detriment
of the existing shareholders. In such event, the securities would be
readily marketable, to the extent available, and would be valued in the same
manner as the Portfolio's investment securities are valued. If the
recipient sold such securities, brokerage charges would be incurred.
Suspension of Redemptions. The right of redemption may be suspended or
the date of payment postponed (a) during any period when the New York Stock
Exchange is closed (other than customary weekend and holiday closings), (b)
when trading in the markets the 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. A 1% redemption fee will be charged upon an
exchange of shares where the exchange occurs within the initial six-month
period following the opening of the account from which the exchange is made.
Shares of other Portfolios or funds purchased by exchange will be purchased
on the basis of relative net asset value per share as follows:
A. Exchanges for shares of funds that are offered without a sales
load will be made without a sales load.
B. Shares of funds purchased without a sales load may be exchanged
for shares of other funds sold with a sales load, and the applicable sales
load will be deducted.
C. Shares of funds purchased with a sales load may be exchanged
without a sales load for shares of other funds sold without a sales load.
D. Shares of funds purchased with a sales load, shares of funds
acquired by a previous exchange from shares purchased with a sales
load, and additional shares acquired through reinvestment of dividends or
distributions of any such funds (collectively referred to herein as
"Purchased Shares") may be exchanged for shares of other funds sold with a
sales load (referred to herein as "Offered Shares"), provided that, if the
sales load applicable to the Offered Shares exceeds the maximum sales load
that could have been imposed in connection with the Purchased Shares (at the
time the Purchased Shares were acquired), without giving effect to any
reduced loads, the difference will be deducted.
To accomplish an exchange under item D above, shareholders must notify
the Transfer Agent of their prior ownership of fund shares and their account
number.
To use this Privilege, an investor must give exchange instructions to
the Transfer Agent in writing, by wire or by telephone. 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 and reasonably believed by the Transfer Agent to be genuine.
Telephone exchanges may be subject to limitations as to the amount involved
or the number of telephone exchanges permitted. Shares issued in
certificate form are not eligible for telephone exchange.
To establish a Personal Retirement Plan by exchange, shares of the
Portfolio or fund being exchanged must have a value of at least the minimum
initial investment required for the Portfolio or fund into which the
exchange is being made. For Dreyfus-sponsored Keogh Plans, IRAs and IRAs
set up under a Simplified Employee Pension Plan ("SEP-IRAs") with only one
participant, the minimum initial investment is $750. To exchange shares
held in Corporate Plans, 403(b)(7) Plans and SEP-IRAs with more than one
participant, the minimum initial investment is $100 if the plan has at least
$2,500 invested among the funds in the Dreyfus Family of the Funds. To
exchange shares held in Personal Retirement Plans, the shares exchanged must
have a current value of at least $100.
This Privilege is available to shareholders resident in any state in
which shares of the Portfolio or fund being acquired may legally be sold.
Shares may be exchanged only between accounts having identical names and
other identifying designations.
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.
Corporate Pension/Profit-Sharing and Personal Retirement Plans. The
Fund makes available to corporations a variety of prototype pension and
profit-sharing plans including a 401(k) Salary Reduction Plan. In addition,
the Fund makes available Keogh Plans, IRAs, including SEP-IRAs and IRA
"Rollover Accounts," and 403(b)(7) Plans. Plan support services also are
available. Investors can obtain details on the various plans by calling the
following numbers toll free: for Keogh Plans, please call 1-800-358-5566;
for IRAs and IRA "Rollover Accounts," please call 1-800-645-6561; for SEP-
IRAs, 401(k) Salary Reduction Plans and 403(b)(7) Plans, please call 1-800-
322-7880.
Investors who wish to purchase a Portfolio's shares in conjunction with
a Keogh Plan, a 403(b)(7) Plan or an IRA, including an SEP-IRA, may request
from the Distributor forms for adoption of such plans.
The entity acting as custodian for Keogh Plans, 403(b)(7) Plans or IRAs
may charge a fee, payment of which could require the liquidation of shares.
All fees charged are described in the appropriate form.
Shares may be purchased in connection with these plans only by direct
remittance to the entity acting as custodian. Purchases for these plans may
not be made in advance of receipt of funds.
The minimum initial investment for corporate plans, Salary Reduction
Plans, 403(b)(7) Plans and SEP-IRAs with more than one participant, is
$2,500 with no minimum or subsequent purchases. The minimum initial
investment for Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and 403(b)(7)
Plans with only one participant, is normally $750, with no minimum on
subsequent purchases. Individuals who open an IRA may also open a non-
working spousal IRA with a minimum investment of $250.
The investor should read the Prototype Retirement Plan and the
appropriate form of Custodial Agreement for further details on eligibility,
service fees and tax implications, and should consult a tax adviser.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "How to Buy Fund Shares."
Valuation of Portfolio Securities. Each Portfolio's investment
securities are valued at the last sale price on the securities exchange or
national securities market on which such securities primarily are traded.
Securities not listed on an exchange or national securities market, or
securities in which there were no transactions, are valued at the average of
the most recent bid and asked prices. Bid price is used when no asked price
is available. Short-term investments are carried at amortized cost, which
approximates value. Any securities or other assets for which recent market
quotations are not readily available are valued at fair value as determined
in good faith by the Board of Directors. Expenses and fees, including the
advisory and administration fees, are accrued daily and taken into account
for the purpose of determining the net asset value of each Portfolio's
shares.
New York Stock Exchange Closings. The holidays (as observed) on which
the New York Stock Exchange is closed currently are: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTION AND TAXES
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Dividends, Distributions
and Taxes."
Management of the Fund believes that each Portfolio qualified for the
fiscal year ended August 31, 1994 as a "regulated investment company" under
the Internal Revenue Code of 1986, as amended (the "Code"). Each Portfolio
intends to continue to so qualify as long as such qualification is in the
best interests of its shareholders. Qualification as a regulated investment
company relieves the Portfolio 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.
Depending on the composition of a Portfolio's income, all or a portion
of the dividends paid by such Portfolio from net investment income may
qualify for the dividends received deduction allowable to certain U.S.
corporate shareholders ("dividends received deduction"). In general,
dividend income of a Portfolio distributed to qualifying corporate
shareholders will be eligible for the dividends received deduction only to
the extent that (i) such Portfolio's income consists of dividends paid by
U.S. corporations and (ii) the Portfolio would have been entitled to the
dividends received deduction with respect to such dividend income if the
Portfolio were not a regulated investment company. The dividends received
deduction for qualifying corporate shareholders may be further reduced if
the shares of the Portfolio held by them with respect to which dividends are
received are treated as debt-financed or deemed to have been held for less
than 46 days. In addition, the Code provides other limitations with respect
to the ability of a qualifying corporate shareholder to claim the dividends
received deduction in connection with holding a Portfolio's shares.
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
the Fund's Prospectus. In addition, the Code provides that if a shareholder
holds shares of the Fund for six months or less and has received a capital
gain distribution with respect to such shares, any loss incurred on the sale
of such shares will be treated as a long-term capital loss to the extent of
the capital gain distribution received.
If a shareholder holds shares of a Portfolio while holding an
offsetting short position in a regulated futures contract or an option in
such regulated futures contract, recently proposed Internal Revenue Service
regulations require any losses on the disposition of Portfolio shares to be
deferred to the extent of any unrealized appreciation in the short position.
In addition, these regulations limit a shareholder's ability to claim the
corporate dividends received deduction if such short positions are held
against Fund shares.
Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gain or loss. All or a portion of the gain realized
from engaging in "conversion transactions" may be treated as ordinary income
under Section 1258. "Conversion transactions" are defined to include
certain forward, futures, option and "straddle" transactions, transactions
marketed or sold to produce capital gains, or transactions described in
Treasury regulations to be issued in the future.
Under Section 1256 of the Code, gain or loss realized by a Portfolio
from certain financial futures 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 the exercise or lapse of such futures as well as from
closing transactions. In addition, any such futures remaining unexercised
at the end of the Portfolio's taxable year will be treated as sold for their
then fair market value, resulting in additional gain or loss to such
Portfolio characterized in the manner described above.
Offsetting positions held by a Portfolio involving financial futures
may constitute "straddles." Straddles are defined to include "offsetting
positions" in actively traded personal property. The tax treatment of
straddles is governed by Sections 1092 and 1258 of the Code, which, in
certain circumstances, overrides or modifies the provisions of 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 a Portfolio were treated as entering into straddles by reason of its
futures transactions, such straddles could be characterized as "mixed
straddles" if the futures transactions comprising such straddles were
governed by Section 1256 of the Code. The Portfolio may make one or more
elections with respect to "mixed straddles." Depending upon which election
is made, if any, the results to the Portfolio may differ. If no election is
made, to the extent the straddle rules apply to positions established by the
Portfolio, losses realized by such Portfolio will be deferred to the extent
of unrealized gain in any offsetting positions. Moreover, as a result of
the straddle and the 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 a Portfolio in securities issued or acquired at a
discount, or providing for deferred interest or for payment of interest in
the form of additional obligations could under special tax rules affect the
amount, timing and character of distributions to shareholders by causing
such Portfolio to recognize income prior to the receipt of cash payments.
For example, the Portfolio could be required to accrue a portion of the
discount (or deemed discount) at which the securities were issued each year
and to distribute such income in order to maintain its qualification as a
regulated investment company. In such case, such Portfolio may have to
dispose of securities which it might otherwise have continued to hold in
order to generate cash to satisfy these distribution requirements.
PERFORMANCE INFORMATION
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Performance
Information."
The Large Company Growth Portfolio's average annual total return for
the 1 and 1.921 year periods ended August 31, 1994 was 6.34% and 4.56%,
respectively. The Large Company Value Portfolio's average annual total
return for the 1 and 1.921 year periods ended August 31, 1994 was -3.61% and
9.24%, respectively. The Small Company Growth Portfolio's average annual
total return for the 1 and 1.918 year periods ended August 31, 1994 was
5.20% and 17.02%, respectively. The Small Company Value Portfolio's average
annual total return for the 1 and 1.921 year periods ended August 31, 1994
was -0.01% and 9.82%, respectively. Average annual total return is
calculated by determining the ending redeemable value of an investment
purchased at net asset value per share with a hypothetical $1,000 payment
made at the beginning of the period (assuming the reinvestment of dividends
and distributions), dividing by the amount of the initial investment, taking
the "n" th root of the quotient (where "n" is the number of years in the
period) and subtracting 1 from the result.
The total return for the period September 30, 1992 1 (commencement of
operations) to August 31, 1994 for each Portfolio was as follows:
Large Company Growth Portfolio -- 8.95%
Large Company Value Portfolio -- 18.50%
Small Company Growth Portfolio -- 35.19%
Small Company Value Portfolio -- 19.71%
Total return is calculated by subtracting the amount of the Portfolio's net
asset value 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 net asset value per share at the beginning of the period.
From time to time advertising materials for the Fund may refer to
Morningstar ratings and related analysis supporting such ratings.
- -------
1 Small Company Growth Portfolio commenced operations on October 1, 1992.
PORTFOLIO TRANSACTIONS
Wilshire supervises the placement of orders on behalf of each Portfolio
for the purchase or sale of portfolio securities. Allocation of brokerage
transactions, including their frequency, is made in the best judgment of
Wilshire and in a manner deemed fair and reasonable to shareholders. The
primary consideration is prompt execution of orders at the most favorable
net price. Subject to this consideration, the brokers selected may include
those that supplement Wilshire's research facilities with statistical data,
investment information, economic facts and opinions. Information so
received is in addition to and not in lieu of services required to be
performed by Wilshire and/or Dreyfus and their fees are not reduced as a
consequence of the receipt of such supplemental information. Such
information may be useful to Wilshire in serving both the Fund and other
clients which it advises and, conversely, supplemental information obtained
by the placement of business of other clients may be useful to Wilshire in
carrying out its obligations to the Fund. Brokers also are selected because
of their ability to handle special executions such as are involved in large
block trades or broad distributions, provided the primary consideration is
met. Large block trades, in certain cases, may result from two or more
clients Wilshire might advise being engaged simultaneously in the purchase
or sale of the same security. When transactions are executed in the over-
the-counter market, the Fund will deal with the primary market makers unless
a more favorable price or execution otherwise is obtainable.
Portfolio turnover may vary from year to year, as well as within a
year. Under normal market conditions, each Portfolio's turnover rate
generally will not exceed 60%. High turnover rates are likely to result in
comparatively greater brokerage expenses. The overall reasonableness of
brokerage commissions paid is evaluated by the Adviser based upon its
knowledge of available information as to the general level of commissions
paid by other institutional investors for comparable services.
For its portfolio securities transactions for the period September 30,
1992 (commencement of operations for all Portfolios except Small Company
Growth Portfolio which commenced operations on October 1, 1992) through
August 31, 1993 and for the fiscal year ended August 31, 1994, the Fund paid
total brokerage commissions as follows:
Period Ended Year Ended
Portfolio August 31, 1993 August 31, 1994
Large Company Growth Portfolio $ 8,191 $ 2,199
Large Company Value Portfolio $ 9,779 $10,349
Small Company Growth Portfolio $21,107 $12,919
Small Company Value Portfolio $17,687 $37,422
No brokerage commissions were paid to the Distributor. There were no
spreads or concessions on principal transactions for either period.
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 share of a Portfolio has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and non-assessable.
A Portfolio's shares have equal rights as to dividends and in liquidation.
Shares have no preemptive, subscription or conversion rights and are freely
transferable.
The Fund will send annual and semi-annual financial statements to all
its shareholders.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL
AND INDEPENDENT ACCOUNTANTS
Comerica Bank, a Michigan banking corporation, 100 Renaissance Center,
Detroit, Michigan 48243, acts as custodian of the Fund's investments. 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 Comerica Bank nor The Shareholder
Services Group, Inc. has any part in determining the investment policies of
the Fund or which securities are to be purchased or sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New York 10004-
2696, as counsel for the Fund, has rendered its opinion as to certain legal
matters regarding the due authorization and valid issuance of the shares of
common stock being sold pursuant to the Fund's Prospectus.
Coopers & Lybrand, 1301 Avenue of the Americas, New York, New York
10019, independent accountants, have been selected as auditors of the Fund.
APPENDIX
Description of the highest commercial paper rating assigned by Standard
& Poor's Corporation ("S&P"), Moody's Investors Service, Inc. ("Moody's"),
Fitch Investors Service, Inc. ("Fitch") and Duff & Phelps, Inc. ("Duff").
The rating A is the highest rating and is assigned by S&P to issues
that are regarded as having the greatest capacity for timely payment.
Issues in this category are delineated with the number 1, 2 or 3 to indicate
the relative degree of safety. Paper rated A-1 indicates that the degree of
safety regarding timely payment is either overwhelming or very strong.
Those issues determined to possess overwhelming safety characteristics are
denoted with a plus (+) sign designation.
The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity for
repayment of short-term promissory obligations, and ordinarily will be
evidenced by leading market positions in well established industries, high
rates of return on funds employed, conservative capitalization structures
with moderate reliance on debt and ample asset protection, broad margins in
earnings coverage of fixed financial charges and high internal cash
generation, and well established access to a range of financial markets and
assured sources of alternate liquidity.
The rating Fitch-1 (Highest Grade) is the highest commercial paper
rating assigned by Fitch. Paper rated Fitch-1 is regarded as having the
strongest degree of assurance for timely payment.
The rating Duff-1 is the highest commercial paper rating assigned by
Duff. Paper rated Duff-1 is regarded as having very high certainty of
timely payment with excellent liquidity factors which are supported by ample
asset protection. Risk factors are minor.
<TABLE>
<CAPTION>
Dreyfus-Wilshire Target Funds, Inc.
Statement of Investments August 31, 1994
Large Company Growth Portfolio
Shares COMMON STOCKS-99.9% Value
-------- -------------------- ----------
<S> <C> <C> <C>
Advertising-.2%
500 Interpublic Group Cos........................... $ 17,250
----------
Aerospace & Defense-2.2%
2,000 Boeing.......................................... 91,000
600 Martin Marietta................................. 30,525
800 Raytheon........................................ 54,100
200 Sundstrand...................................... 9,950
----------
185,575
Auto Parts-.8%
900 (a) AutoZone........................................ 22,387
700 Genuine Parts................................... 25,725
400 Pep Boys-Manny, Moe & Jack...................... 13,950
200 Stewart & Stevenson............................. 7,450
----------
69,512
----------
Banking-3.1%
2,227 Banc One........................................ 77,388
1,482 KeyCorp......................................... 48,721
1,900 Norwest......................................... 50,587
1,000 Wachovia........................................ 35,000
300 Wells Fargo..................................... 47,925
----------
259,621
----------
Basic Industries-.3%
500 Fluor........................................... 26,500
----------
Beverages-6.3%
400 Brown Forman, Cl. B............................. 12,050
7,800 Coca-Cola....................................... 358,800
4,800 PepsiCo......................................... 159,000
----------
529,850
----------
Biotechnology-.3%
300 Medtronic....................................... 29,625
----------
Building Materials-.6%
500 Nucor........................................... 34,500
500 Sherwin-Williams................................ 16,562
----------
51,062
----------
Chemicals-1.3%
200 Betz Laboratories............................... 9,450
400 Great Lakes Chemical............................ 24,100
200 Loctite......................................... 9,075
400 Lubrizol........................................ 12,500
900 Morton International............................ 26,662
400 Nalco Chemical.................................. 13,550
300 Sigma-Aldrich................................... 10,425
----------
105,762
----------
Shares COMMON STOCKS (continued) Value
-------- -------------------- ----------
Commercial Services-.4%
400 Ecolab.......................................... $ 9,250
200 Flightsafety International...................... 7,825
500 Service Corp International...................... 13,250
----------
30,325
----------
Computer Software/Services-5.1%
200 (a) ADC Telecommunications.......................... 9,300
300 Adobe Systems................................... 9,525
100 Autodesk........................................ 6,075
800 Automatic Data Processing....................... 43,300
200 (a) BMC Software.................................... 8,675
1,500 (a) COMPAQ Computer................................. 56,063
200 (a) Cabletron Systems............................... 21,175
1,000 Computer Associates International............... 40,125
300 (a) Computer Sciences............................... 13,462
200 Linear Technology............................... 8,900
300 (a) Lotus Development............................... 12,262
3,500 (a) Microsoft....................................... 203,438
----------
432,300
----------
Conglomerates-4.0%
300 (a) Litton Industries............................... 11,662
5,300 Philip Morris Cos............................... 323,300
----------
334,962
Cosmetics/Toiletries-1.7%
900 Colgate-Palmolive............................... 51,525
1,300 Gillette........................................ 94,088
----------
145,613
----------
Drugs & Pharmaceuticals-10.2%
4,900 Abbott Laboratories............................. 147,000
400 Allergan........................................ 10,950
200 Cardinal Health................................. 7,750
3,900 Johnson & Johnson............................... 195,488
1,600 Marion Merrell Dow.............................. 37,800
7,700 Merck & Co...................................... 262,763
500 Mylan Laboratories.............................. 12,875
800 Rhone-Poulenc Rorer............................. 29,600
1,200 Schering-Plough................................. 83,850
1,300 Syntex.......................................... 31,200
1,000 Upjohn.......................................... 36,125
----------
855,401
----------
Electronics-14.3%
300 (a) Best Buy........................................ 10,687
700 Duracell........................................ 32,200
200 E-Systems....................................... 8,600
1,300 Emerson Electric................................ 80,762
Statement of Investments August 31, 1994 (continued)
Large Company Growth Portfolio (continued)
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Electronics (continued)
10,200 General Electric................................ $ 507,450
300 Grainger (W.W.)................................. 19,500
1,500 Hewlett-Packard................................. 134,812
200 Hubbell, Cl. B.................................. 11,200
2,500 Intel........................................... 164,375
500 Loral........................................... 20,875
3,300 Motorola........................................ 178,200
300 Polaroid........................................ 10,575
500 Premier Industrial.............................. 11,250
400 Sensormatic Electronics......................... 13,850
----------
1,204,336
----------
Entertainment-2.2%
800 Carnival Cruise Lines, Cl. A.................... 35,500
500 (a) Circus Circus Enterprises....................... 12,187
3,200 Disney (Walt)................................... 131,600
200 (a) King World Productions.......................... 7,550
----------
186,837
----------
Environmental-.3%
250 (a) Thermo Instrument Systems....................... 7,656
1,100 Wheelabrator Technologies....................... 18,837
----------
26,493
Finance & Financial Services-2.6%
250 ADVANTA, Cl. A.................................. 8,125
600 Block (H & R)................................... 26,250
572 Countrywide Credit Industry..................... 8,509
350 Edwards (AG).................................... 7,044
500 Equifax......................................... 14,625
400 Fifth Third Bancorp............................. 20,600
500 Franklin Resources.............................. 19,688
400 Green Tree Financial............................ 13,400
666 Mercury Finance................................. 10,573
300 Northern Trust.................................. 11,475
400 Schwab (Chas)................................... 12,300
500 State Street Boston............................. 20,000
700 SunTrust Banks.................................. 35,788
400 Synovus Financial............................... 7,400
----------
215,777
----------
Food Distributors-.3%
1,100 Sysco........................................... 28,188
----------
Foods-6.8%
900 CPC International............................... 48,150
1,500 Campbell Soup................................... 58,125
1,500 ConAgra......................................... 49,125
200 Dean Foods...................................... 6,400
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Foods (continued)
1,000 General Mills................................... $ 54,000
1,500 Heinz (H.J.).................................... 54,938
500 Hershey Foods................................... 24,000
500 Hormel (Geo A).................................. 11,500
1,400 Kellogg......................................... 79,275
600 Pet............................................. 12,150
500 Pioneer Hi-Br International..................... 15,625
400 Quaker Oats..................................... 32,150
2,900 Sara Lee........................................ 67,063
400 Supervalu....................................... 11,850
900 Tyson Foods, Cl. A.............................. 21,825
700 Wrigley, (WM) Jr................................ 28,613
----------
574,789
----------
Health Care-.5%
200 (a) Foundation Health............................... 7,575
400 Manor Care...................................... 11,000
200 (a) MidAtlantic Medical Services.................... 5,300
400 (a) NovaCare........................................ 6,250
200 (a) PacifiCare Health Systems....................... 14,400
----------
44,525
----------
Holding Companies-.3%
500 Textron......................................... 27,625
----------
Hospital Management-.6%
500 National Health Labs............................ 6,188
900 United Healthcare............................... 47,025
----------
53,213
----------
Hotels & Motels-.3%
600 (a) Promus Cos...................................... 22,050
----------
Household Appliances-.1%
133 Lancaster Colony................................ 4,821
----------
Household Products-3.7%
400 (a) Clayton Homes................................... 8,650
500 Newell.......................................... 23,813
4,100 Procter & Gamble................................ 249,587
1,000 Rubbermaid...................................... 28,125
----------
310,175
----------
Insurance-4.5%
625 AFLAC........................................... 22,422
1,950 American International Group.................... 183,300
200 Conseco......................................... 10,325
400 GEICO........................................... 19,800
500 General Re...................................... 55,812
400 Torchmark....................................... 17,050
Statement of Investments August 31, 1994 (continued)
Large Company Growth Portfolio (continued)
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Insurance (continued)
500 UNUM............................................ $ 24,562
1,000 U.S. HealthCare................................. 43,250
----------
376,521
----------
Leisure Time-.4%
200 Harley-Davidson................................. 11,300
800 International Game Technology................... 18,700
----------
30,000
----------
Machinery-.2%
200 Foster Wheeler.................................. 8,150
250 (a) Thermo Electron................................. 11,219
----------
19,369
----------
Manufacturing-.8%
400 Hillenbrand Industries.......................... 13,300
700 Illinois Tool Works............................. 30,275
200 Leggett & Platt................................. 7,400
700 Pall............................................ 12,600
----------
63,575
----------
Medical Supplies-.7%
400 Becton, Dickinson............................... 17,150
700 (a) Biomet.......................................... 7,875
300 (a) Forest Labs..................................... 14,100
300 St. Jude Medical................................ 10,350
300 Stryker......................................... 10,650
----------
60,125
----------
Metals-.1%
200 MAPCO........................................... 11,450
----------
Office & Business Equipment-.4%
900 Pitney Bowes.................................... 34,650
----------
Packaging-.3%
300 Bemis........................................... 7,350
500(a) Crown Cork & Seal............................... 18,625
----------
25,975
----------
Printing & Publishing-.5%
400 American Greetings, Cl. A....................... 12,000
700 Readers Digest Association, Cl. A............... 29,750
----------
41,750
----------
Radio & TV Broadcasting-.2%
500 Scripps (E.W.), Cl. A........................... 14,562
----------
Restaurants-1.6%
425 (a) Brinker International........................... 10,306
400 Cracker Barrel Old Country...................... 10,200
4,200 McDonald's...................................... 118,650
----------
139,156
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Retail-11.0%
1,500 Albertson's..................................... $ 43,312
900 American Stores................................. 22,725
1,500 Blockbuster Entertainment....................... 38,812
400 Dayton Hudson................................... 33,900
300 Dollar General.................................. 7,575
300 Fingerhut Companies............................. 8,588
900 Gap............................................. 38,700
300 Heilig-Meyers................................... 8,062
2,666 Home Depot...................................... 120,637
2,200 Limited......................................... 44,275
1,500 May Department Stores........................... 61,500
500 NIKE, Cl. B..................................... 32,188
500 Nordstrom....................................... 23,500
500 Reebok International............................ 18,188
1,700 (a) Toys `R' Us..................................... 62,688
13,800 Wal-Mart Stores................................. 339,825
700 Walgreen........................................ 26,338
----------
930,813
----------
Technology-7.1%
8,100 AT & T.......................................... 443,475
500 (a) Applied Materials............................... 25,250
300 (a) Atmel........................................... 8,250
1,500 (a) Cisco Systems................................... 37,219
1,700 (a) Oracle Systems.................................. 72,569
300 (a) Parametric Technology........................... 8,662
----------
595,425
----------
Textiles-.9%
300 Cintas.......................................... 9,525
500 (a) Fruit of The Loom, Cl. A........................ 13,187
200 Russel.......................................... 6,475
900 Shaw Industries................................. 15,637
400 Unifi........................................... 9,600
400 V.F............................................. 21,150
----------
75,574
----------
Tire & Rubber Goods-.2%
500 Cooper Tire & Rubber............................ 12,938
----------
Tobacco-.4%
1,200 UST............................................. 37,500
----------
Toys-.5%
500 Hasbro.......................................... 15,687
1,000 Mattel.......................................... 28,750
----------
44,437
----------
Transportation-.1%
300 Illinois Central................................ 9,450
----------
Trucking-.2%
200 Roadway Services................................ 12,800
----------
Statement of Investments August 31, 1994 (continued)
Large Company Growth Portfolio (continued)
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Utilities-Telephone-1.3%
300 Century Telephone Enterprises................... $ 9,037
1,092 (a) Citizens Utility, Cl. A......................... 15,425
3,200 MCI Communications.............................. 77,800
400 Rochester Telephone............................. 9,000
----------
111,262
----------
TOTAL COMMON STOCKS
(cost $7,800,161)................................... $ 8,419,519
============
TOTAL INVESTMENTS
(cost $7,800,161)................................ 99.9% $ 8,419,519
===== ============
CASH AND RECEIVABLES (NET).......................... .1% $ 4,877
===== ============
NET ASSETS.......................................... 100.0% $ 8,424,396
===== ============
Large Company Value Portfolio
COMMON STOCKS -102.3%
Aerospace & Defense-2.2%
1,000 General Dynamics................................ $ 45,125
1,000 Lockheed........................................ 78,750
700 McDonnell Douglas............................... 82,775
800 Northrop Grumman................................ 36,000
600 Sunstrand....................................... 29,850
----------
272,500
----------
Auto/Related-7.2%
8,200 Chrysler........................................ 394,625
16,600 Ford Motor...................................... 485,550
----------
880,175
----------
Banking-23.0%
800 AmSouth Bancorp................................. 26,500
6,300 Banc One........................................ 218,925
750 Bancorp Hawaii.................................. 24,281
1,800 Bank of Boston.................................. 47,250
3,100 Bank of New York................................ 100,750
6,000 BankAmerica..................................... 296,250
1,400 Bankers Trust NY................................ 103,075
1,600 Barnett Banks................................... 75,600
1,700 Boatmen's Bancshares............................ 57,163
600 Central Fidelity Banks.......................... 19,950
3,100 Chase Manhattan................................. 117,025
4,200 Chemical Banking................................ 162,750
2,000 Comerica........................................ 60,750
2,200 CoreStates Financial............................ 62,150
1,400 First Chicago................................... 72,800
1,400 First Fidelity Bancorp.......................... 64,225
1,000 First of America Bank........................... 36,625
800 First Security.................................. 26,000
500 First Tennessee National........................ 23,750
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Banking (continued)
2,800 First Union..................................... $ 129,150
1,100 Firstar......................................... 35,750
600 Integra Financial............................... 29,325
4,028 KeyCorp......................................... 132,421
700 Mercantile Bancorp.............................. 26,775
1,000 Meridian Bancorp................................ 32,125
3,200 Morgan (J.P.)................................... 210,800
2,700 NBD Bancorp..................................... 84,038
2,600 National City................................... 69,875
700 Old Kent Financial.............................. 24,675
3,900 PNC Bank........................................ 109,200
1,500 Pinnacle West Capital........................... 27,750
700 Regions Financial............................... 25,288
900 Republic New York............................... 40,725
1,700 Shawmut National................................ 38,250
900 Signet Banking.................................. 35,213
1,300 SouthTrust...................................... 27,625
500 Star Banc....................................... 21,500
2,900 Wachovia........................................ 101,500
----------
2,797,804
---------
Beverages-.3%
1,100 Brown-Forman, Cl. B............................. 33,138
----------
Brokerage-.2%
1,300 Paine Webber Group.............................. 21,125
----------
Chemicals-1.6%
2,000 Ethyl........................................... 23,500
2,000 Monsanto........................................ 165,250
----------
188,750
----------
Electronics-.2%
800 National Service Industries..................... 21,500
----------
Energy-21.1%
8,300 Amoco........................................... 480,363
20,800 Exxon........................................... 1,237,600
6,700 Mobil........................................... 564,475
4,300 Texaco.......................................... 265,525
600 Ultramar........................................ 15,675
----------
2,563,638
----------
Finance-7.3%
8,200 American Express................................ 230,625
900 Beneficial...................................... 38,700
600 Crestar Financial............................... 28,950
1,400 First Interstate Bancorp........................ 111,825
2,300 Fleet Financial Group........................... 91,138
1,600 Household International......................... 63,200
4,500 NationsBank..................................... 250,875
1,300 Transamerica.................................... 69,387
----------
884,700
----------
Statement of Investments August 31, 1994 (continued)
Large Company Value Portfolio (continued)
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Foods-.8%
600 Fleming Cos..................................... $ 17,025
1,000 Giant Food, Cl. A............................... 21,750
1,400 McCormick....................................... 27,650
1,200 Supervalu....................................... 35,550
----------
101,975
----------
Forest & Paper Products-1.3%
3,400 Weyerhaeuser.................................... 155,975
----------
Holding Companies-.1%
400 Harsco.......................................... 16,850
----------
Insurance-3.8%
1,500 Allstate........................................ 39,000
400 American National Insurance..................... 20,600
800 American Premier Underwriters................... 21,000
1,700 Aon............................................. 58,225
1,200 CIGNA........................................... 80,400
800 Jefferson-Pilot................................. 43,200
1,600 Lincoln National................................ 61,600
600 Ohio Casualty................................... 19,050
1,000 SAFECO.......................................... 54,625
1,400 St. Paul Cos.................................... 60,550
----------
458,250
----------
Machinery-.8%
1,900 Cooper Industries............................... 75,288
900 McDermott International......................... 23,512
----------
98,800
----------
Manufacturing-1.1%
800 Cummins Engine.................................. 32,200
700 Johnson Controls................................ 37,188
700 Stanley Works................................... 30,362
3,600 (a) Unisys.......................................... 35,550
----------
135,300
----------
Mining & Metals-1.0%
1,500 Cyprus Amax Minerals............................ 48,750
1,200 Phelps Dodge.................................... 76,200
----------
124,950
----------
Office & Business Equipment-.3%
700 Harris.......................................... 33,863
----------
Oil & Gas-1.1%
1,000 Ashland Oil..................................... 37,875
800 Pennzoil........................................ 41,000
1,800 Sun............................................. 50,175
----------
129,050
----------
Retail-3.3%
1,800 Melville........................................ 68,175
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Retail (continued)
600 Mercantile Stores............................... $ 22,500
1,400 Rite Aid........................................ 28,875
5,900 Sears, Roebuck.................................. 279,512
----------
399,062
----------
Tobacco-1.0%
3,400 American Brands................................. 122,400
----------
Transportation-.3%
1,300 Ryder System.................................... 35,750
----------
Utilities-8.3%
1,900 Allegheny Power System.......................... 42,750
1,800 DPL............................................. 36,450
900 DQE............................................. 27,562
2,800 Dominion Resources.............................. 105,350
3,400 Duke Power...................................... 131,750
3,200 FPL Group....................................... 100,400
1,500 Florida Progress................................ 43,500
900 Montana Power................................... 21,262
1,100 New England Electric System..................... 36,437
2,400 Niagara Mohawk Power............................ 35,700
4,700 PacifiCorp...................................... 80,487
1,000 Public Service Co. of Colorado.................. 27,125
1,000 Puget Sound P&L................................. 19,875
7,500 SCEcorp......................................... 102,187
10,700 Southern........................................ 201,962
----------
1,012,797
----------
Utilities-Electric Power-13.7%
3,100 American Electric Power......................... 97,650
2,400 Baltimore Gas & Electric........................ 55,200
700 Boston Edison................................... 18,725
2,700 Carolina Power & Light.......................... 71,550
3,100 Central & South West............................ 69,750
3,900 Consolidated Edison............................. 106,762
1,000 Delmarva Power & Light.......................... 19,000
2,500 Detroit Edison.................................. 68,125
3,900 Entergy......................................... 97,012
1,900 General Public Utilities........................ 49,637
2,200 Houston Industries.............................. 76,450
600 IPALCO Enterprises.............................. 18,600
1,000 Kansas City Power & Light....................... 21,625
500 LG&E Energy..................................... 19,063
1,900 Long Island Lighting............................ 34,200
1,100 NIPSCO Industries............................... 31,762
1,200 New York State Electric & Gas................... 24,900
2,100 Northeast Utilities............................. 48,825
1,100 Northern States Power........................... 47,575
700 Oklahoma Gas & Electric......................... 23,975
3,700 PECO Energy..................................... 100,825
Statement of Investments August 31, 1994 (continued)
Large Company Value Portfolio (continued)
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Utilities-Electric Power (continued)
900 PSI Resources................................... $ 20,137
7,300 Pacific Gas & Electric.......................... 179,763
2,500 Pennsylvania Power & Light...................... 52,813
2,000 Potomac Electric Power.......................... 40,250
4,000 Public Service Enterprise Group................. 111,000
800 SCANA........................................... 36,500
700 Southwestern Public Service..................... 18,725
1,700 Union Electric.................................. 60,775
1,800 Wisconsin Energy................................ 46,800
----------
1,667,974
----------
Utilities-Natural Gas Distributors-2.3%
1,500 Consolidated Natural Gas........................ 59,813
600 El Paso Natural Gas............................. 19,725
600 National Fuel Gas............................... 18,675
1,400 Pacific Enterprises............................. 29,925
2,000 Panhandle Eastern............................... 43,750
1,900 San Diego Gas & Electric........................ 37,050
1,500 Sonat........................................... 45,750
1,000 Western Resources............................... 28,750
----------
283,438
----------
TOTAL COMMON STOCKS
(cost $12,396,299)................................. $12,439,764
===========
TOTAL INVESTMENTS
(cost $12,396,299)........................... 102.3% $12,439,764
====== ===========
LIABILITIES, LESS CASH
AND RECEIVABLES................................ (2.3%) $ (282,210)
====== ===========
NET ASSETS...................................... 100.0% $12,157,554
====== ===========
Small Company Growth Portfolio
COMMON STOCKS-94.3%
Aerospace & Defense-.3%
900 (a) Alliant Techsystems............................. $ 28,688
----------
Air Transportation-.7%
1,000 Air Express International....................... 26,875
3,100 (a) Mesa Airlines................................... 23,638
1,000 SkyWest......................................... 27,750
----------
78,263
----------
Auto Parts-1.5%
1,550 (a) Jason........................................... 13,950
500 Smith (A.O.).................................... 13,750
1,150 Spartan Motors.................................. 18,544
2,600 Superior Industries International............... 77,025
2,500 (a) TBC............................................. 24,687
800 Walbro.......................................... 17,400
----------
165,356
----------
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Banking-.1%
500 Provident Bankshares............................ $ 12,500
----------
Biotechnology-1.7%
800 Collagen........................................ 17,000
1,400 (a) Cordis.......................................... 77,000
900 (a) Mentor.......................................... 14,737
1,400 (a) Nellcor......................................... 42,350
2,000 (a) Thermo Cardiosystems............................ 40,250
----------
191,337
----------
Building Materials-.1%
800 (a) Elcor........................................... 16,300
----------
Chemicals-.6%
2,700 (a) Airgas.......................................... 66,825
----------
Commercial Services-1.2%
1,100 Adia Services................................... 39,462
1,700 (a) CDI............................................. 21,463
600 (a) Insurance Auto Auctions......................... 21,825
2,400 (a) Robert Half International....................... 51,300
----------
134,050
----------
Computer Software/Services-14.2%
900 (a) Acxiom.......................................... 24,750
4,500 (a) Adaptec......................................... 86,062
1,200 (a) Aldus........................................... 37,800
1,400 (a) American Management Systems..................... 36,750
1,200 (a) Artisoft........................................ 16,350
900 (a) BancTec......................................... 22,050
800 (a) Broderbund Software............................. 44,400
1,200 (a) Cerner.......................................... 50,100
3,350 (a) Cheyenne Software............................... 41,875
1,800 (a) Computer Network Technology..................... 11,700
1,740 (a) Comverse Technology............................. 17,482
4,400 (a) Conner Peripherals.............................. 52,800
3,300 (a) Dell Computer................................... 107,250
4,100 (a) Electronic Arts................................. 72,775
1,800 (a) Exabyte......................................... 33,975
3,400 (a) FIserv.......................................... 77,350
500 Fair Issac & Co................................. 16,500
2,600 HBO & Co........................................ 85,150
500 (a) Hutchinson Technology........................... 16,125
2,200 (a) Information Resources........................... 31,350
600 (a) Keane........................................... 20,250
1,900 (a) Komag........................................... 44,650
900 (a) MEDSTAT Group................................... 12,375
1,600 (a) Network General................................. 31,600
2,550 Paychex......................................... 83,513
3,100 (a) Pyxis........................................... 80,987
3,800 (a) Quantum......................................... 59,375
Statement of Investments August 31, 1994 (continued)
Small Company Growth Portfolio (continued)
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Computer Software/Services (continued)
1,100 (a) Standard Microsystems........................... $ 21,588
1,700 (a) Sterling Software............................... 49,087
2,100 (a) Stratus Computer................................ 79,800
2,500 (a) Structural Dynamics Research.................... 20,625
1,600 (a) SunGard Data Systems............................ 55,600
2,300 System Software................................. 32,775
3,200 (a) Tech Data....................................... 60,000
1,600 (a) Zilog........................................... 52,000
----------
1,586,819
----------
Consumer Products-.9%
1,300 Harman International............................ 39,650
1,500 (a) Williams-Sonoma................................. 62,906
----------
102,556
----------
Cosmetics/Toiletries-.6%
2,600 Herbalife International......................... 54,925
966 Nature's Sunshine Products...................... 13,283
----------
68,208
----------
Distribution-1.0%
2,600 (a) Merisel......................................... 23,725
2,000 (a) Xilinx.......................................... 88,500
----------
112,225
----------
Drugs & Pharmaceuticals-.1%
1,500 (a) Nature's Bounty................................. 12,000
----------
Electronics-10.7%
2,300 Allen Group..................................... 45,425
1,800 (a) Altera.......................................... 54,900
3,700 (a) Amphenol, Cl. A................................. 75,850
1,100 (a) Analogic........................................ 16,775
1,100 (a) Anthem Electronics.............................. 25,300
1,700 Augat........................................... 39,738
500 (a) BMC Industries.................................. 14,000
400 (a) Cherry, Cl. A................................... 5,700
400 (a) Cherry, Cl. B................................... 5,600
2,400 (a) Cirrus Logic.................................... 66,300
2,200 (a) Dallas Semiconductor............................ 35,200
800 (a) Dynatech........................................ 16,600
500 (a) Exar............................................ 16,187
1,400 (a) Gentex.......................................... 30,800
1,500 (a) Input/Output.................................... 32,250
600 (a) Kent Electronics................................ 21,900
2,000 (a) Lam Research.................................... 71,000
1,600 (a) Lattice Semiconductor........................... 30,200
1,500 (a) Marshall Industries............................. 37,687
1,000 (a) Maxim Integrated Products....................... 60,750
1,400 (a) Novellus Systems................................ 61,950
1,500 (a) Oak Industries.................................. 40,312
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Electronics (continued)
500 Pacific Scientific.............................. $ 12,438
1,350 Pioneer Standard Electronics.................... 23,119
900 (a) Recoton......................................... 13,500
2,400 (a) SCI Systems..................................... 45,600
2,800 (a) Teradyne........................................ 83,300
700 (a) Three-Five Systems.............................. 27,300
2,100 (a) VeriFone........................................ 44,887
1,800 (a) Vicor........................................... 44,550
1,770 Vishay Intertechnology.......................... 76,110
900 X-Rite.......................................... 27,000
----------
1,202,228
----------
Energy-.1%
1,100 CRSS Industries................................. 11,550
----------
Engineering-.5%
2,200 (a) Jacobs Engineering Group........................ 53,350
----------
Entertainment-1.6%
2,200 (a) Caesars World................................... 102,025
700 (a) Carmike Cinemas, Cl. A.......................... 14,000
1,900 (a) Grand Casinos................................... 36,575
1,800 (a) Rio Hotel & Casino.............................. 25,875
----------
178,475
----------
Environmental-1.0%
3,200 (a) Allwaste........................................ 21,200
1,000 (a) IMCO Recycling.................................. 15,875
600 (a) Ionics.......................................... 31,575
1,300 (a) Sanifill........................................ 31,200
1,000 (a) USA Waste Services.............................. 14,625
----------
114,475
----------
Finance-4.0%
2,000 ADVANTA, Cl. B.................................. 59,000
900 (a) Concord EFS..................................... 25,875
500 Jefferies Group................................. 18,625
1,050 Legg Mason...................................... 22,969
1,200 (a) Medaphis........................................ 42,300
1,600 (a) PEC Israel Economic............................. 43,600
1,100 Pioneer Group................................... 50,050
2,500 Price (T. Rowe) Associates...................... 80,000
961 Quick & Reilly Group............................ 28,109
2,800 Total System Services........................... 80,850
----------
451,378
----------
Foods-.8%
1,900 Applebee's International........................ 28,500
2,700 (a) Buffets......................................... 53,325
900 (a) J&J Snack Foods................................. 11,587
----------
93,412
----------
Statement of Investments August 31, 1994 (continued)
Small Company Growth Portfolio (continued)
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Home Furnishings-.3%
1,600 Juno Lighting................................... $ 30,000
----------
Homebuilding-.9%
2,400 Pulte........................................... 59,400
2,900 (a) Toll Brothers................................... 35,888
----------
95,288
----------
Hospital Management-8.3%
1,400 (a) Coastal Healthcare Group........................ 48,300
1,000 (a) Community Health Systems........................ 23,250
3,300 (a) Continental Medical Systems..................... 27,637
2,016 (a) Coram Healthcare................................ 31,248
2,100 (a) Diagnostek...................................... 49,613
1,100 (a) Genesis Heatlh Ventures......................... 29,012
1,100 (a) GranCare........................................ 23,513
2,500 (a) HEALTHSOUTH Rehabilitation...................... 90,000
3,100 (a) HealthCare COMPARE.............................. 83,312
2,800 (a) Health Care & Retirement........................ 78,050
2,600 (a) Healthsource.................................... 85,150
1,100 (a) Homedco Group................................... 30,525
1,600 (a) Horizon Healthcare.............................. 40,600
1,200 (a) Integrated Health Services...................... 43,650
600 (a) Isomedix........................................ 10,500
1,200 (a) Oxford Health Plans............................. 84,900
1,100 (a) Pacific Physician Services...................... 16,500
1,300 (a) Quantum Health Resources........................ 46,637
1,100 (a) Sierra Health Services.......................... 28,875
1,400 (a) Vencor.......................................... 59,500
----------
930,772
----------
Insurance-2.6%
3,400 American Annuity Group.......................... 32,725
900 (a) American Travellers............................. 14,063
1,300 (a) Capsure Holdings................................ 17,062
1,400 (a) Citizens, Cl. A................................. 11,550
3,232 (a) FHP International............................... 87,264
1,300 Fidelity National Financial..................... 16,900
1,662 Gainsco......................................... 15,374
900 (a) Gencare Health Systems.......................... 36,900
500 (a) Markel.......................................... 20,875
800 (a) United Insurance................................ 22,200
500 Unitog.......................................... 13,500
----------
288,413
----------
Leisure Time-2.3%
3,300 (a) Acclaim Entertainment........................... 56,100
1,700 Arctco.......................................... 51,425
2,400 (a) Chris-Craft Industries.......................... 87,900
800 Thor Industries................................. 16,700
2,100 (a) WMS Industries.................................. 40,425
----------
252,550
----------
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Machinery-1.9%
800 AGCO............................................ $ 39,600
500 (a) Christiana Cos.................................. 14,750
1,500 (a) Cognex.......................................... 28,500
3,000 Giddings & Lewis................................ 56,250
1,100 (a) IDEX............................................ 44,687
1,300 Roper Industries................................ 28,438
----------
212,225
----------
Manufacturing-2.1%
600 (a) Champion Enterprises............................ 21,900
2,700 HON Industries.................................. 69,525
600 Harmon Industries............................... 12,600
3,000 (a) Instrument Systems.............................. 23,250
2,200 (a) Jan Bell Marketing.............................. 12,375
1,800 Oakwood Homes................................... 50,625
1,500 (a) Shorewood Packaging............................. 31,125
1,500 (a) Thermo Process Systems.......................... 12,188
----------
233,588
----------
Medical Supplies-4.4%
1,900 Arrow International............................. 47,025
2,300 Ballard Medical Products........................ 23,862
2,400 (a) DENTSPLY International.......................... 87,000
1,400 (a) Datascope....................................... 21,700
900 Invacare........................................ 28,463
2,600 Owens & Minor................................... 38,350
700 (a) Respironics..................................... 14,175
800 (a) Rotech Medical.................................. 18,400
1,300 (a) SciMed Life Systems............................. 47,775
2,100 (a) Sofamor/Danek Group............................. 42,262
800 (a) Sullivan Dental Products........................ 12,000
1,600 (a) Sunrise Medical................................. 40,600
1,700 (a) Tecnol Medical Products......................... 27,625
2,800 (a) Thermedics...................................... 42,000
----------
491,237
----------
Metals-1.1%
1,350 (a) Material Sciences.............................. 23,119
1,100 Steel Technologies............................. 21,175
3,200 TriMas......................................... 76,800
----------
121,094
----------
Oil & Gas-3.6%
1,000 (a) Barrett Resources.............................. 18,125
1,100 (a) Energy Ventures................................ 16,638
700 Holly.......................................... 18,375
1,100 (a) Hornbeck Offshore Services..................... 13,475
1,000 KCS Energy..................................... 16,875
6,200 (a) Nabors Industries.............................. 39,525
2,100 (a) Oceaneering International...................... 28,087
Statement of Investments August 31, 1994 (continued)
Small Company Growth Portfolio (continued)
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Oil & Gas (continued)
1,500 (a) Offshore Logistics............................. $ 21,000
3,100 (a) Seagull Energy................................. 74,400
600 (a) Seitel......................................... 18,900
900 (a) Tejas Gas...................................... 42,300
1,700 Vintage Petroleum.............................. 35,488
4,500 (a) Weatherford International...................... 54,562
----------
397,750
----------
Printing & Publishing-.5%
1,500 Medusa......................................... 42,563
600 Merrill........................................ 12,600
----------
55,163
----------
Radio & TV Broadcasting-1.8%
1,475 (a) Clear Channel Communication.................... 67,850
6,410 (a) IDB Communications Group....................... 61,696
900 (a) United Television.............................. 45,900
1,700 (a) Westcott Communications........................ 24,225
----------
199,671
----------
Restaurants-2.2%
2,050 Apple South.................................... 32,800
1,000 (a) Au Bon Pain, Cl. A............................. 17,187
4,200 (a) Checkers Drive-In Restaurant................... 19,950
800 (a) IHOP........................................... 24,000
2,200 (a) NPC International, Cl. A....................... 14,300
3,500 (a) Outback Steakhouse............................. 106,313
4,600 (a) Ryan's Family Steak House...................... 31,050
----------
245,600
----------
Retail-9.9%
1,200 Baker (J.)..................................... 24,450
3,150 (a) Bombay......................................... 46,069
3,550 (a) Burlington Coat Factory........................ 85,644
1,400 (a) Caldor......................................... 44,625
2,500 Cash America International..................... 20,000
1,800 Claire's Stores................................ 23,175
4,000 (a) Consolidated Stores............................ 66,000
1,900 (a) Dress Barn..................................... 20,187
2,000 (a) Eagle Hardware & Garden........................ 22,500
800 (a) Fabri-Centers America.......................... 12,000
1,600 Fastenal....................................... 62,800
1,100 (a) Good Guys...................................... 14,025
3,000 Intelligent Electronics........................ 46,500
3,100 Lands' End..................................... 62,387
2,800 Lennar......................................... 55,300
2,500 (a) MacFrugals Bargains Closeouts.................. 47,188
2,300 (a) Meyer (Fred)................................... 76,475
1,400 (a) Michaels Stores................................ 59,850
850 (a) One Price Clothing Stores...................... 13,069
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Retail (continued)
800 (a) Proffitt's..................................... $ 15,000
2,100 Ross Stores.................................... 34,125
2,400 (a) Starbucks...................................... 67,800
1,600 Sun Television & Appliances.................... 14,500
700 (a) Timberland, Cl. A.............................. 30,100
2,800 (a) Value City Department Stores................... 41,650
3,500 (a) Viking Office Products......................... 100,625
----------
1,106,044
----------
Telecommunications-3.3%
1,950 (a) Andrew......................................... 94,575
900 (a) Aspect Telecommunications...................... 33,300
1,000 (a) California Microwave........................... 23,750
1,300 (a) Digi International............................. 18,525
1,400 (a) Glenayre Technologies.......................... 79,450
2,600 (a) Network Systems................................ 23,400
2,100 (a) Octel Communications........................... 50,925
1,100 (a) United States Long Distance.................... 11,825
1,000 (a) United States Robotics......................... 36,750
----------
372,500
----------
Textiles-1.6%
800 (a) Fieldcrest Cannon.............................. 22,700
2,200 (a) Jones Apparel Group............................ 55,000
1,150 Nautica Enterprises............................ 31,050
2,300 Phillips-Van Heusen............................ 53,188
700 St. John Knits................................. 18,987
----------
180,925
----------
Toys-.2%
3,000 Tyco Toys...................................... 21,750
----------
Transportation-2.0%
1,850 Comair Holdings................................ 49,025
1,000 Expeditors International, Washington........... 20,250
900 (a) Fritz Companies................................ 30,262
2,400 (a) Kirby.......................................... 42,000
2,200 (a) National Auto Credit........................... 28,600
1,400 (a) Wisconsin Central Transportation............... 56,000
----------
226,137
----------
Trucking-2.6%
2,600 (a) American Freightways........................... 62,400
3,100 (a) Consolidated Freightways....................... 74,400
1,091 (a) Heartland Express.............................. 34,912
1,100 (a) M.S. Carriers.................................. 26,675
1,050 (a) Swift Transportation........................... 42,525
2,200 Werner Enterprises............................. 55,550
----------
296,462
----------
Statement of Investments August 31, 1994 (continued)
Small Company Growth Portfolio (continued)
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Utilities-1.0%
3,000 (a) California Energy.............................. $ 52,500
2,100 (a) Magma Power.................................... 60,900
----------
113,400
----------
TOTAL COMMON STOCKS
(cost $9,286,264).......................... $10,550,564
==========
CONVERTIBLE
PREFERRED STOCKS-.3%
1,440 FHP International
(cost $33,818)............................. $ 37,080
==========
TOTAL INVESTMENTS
(cost $9,320,082)....................................... 94.6% $10,587,644
====== ===========
CASH AND RECEIVABLES (NET).............................. 5.4% $ 600,748
====== ===========
NET ASSETS.............................................. 100.0% $11,188,392
====== ===========
Small Company Value Portfolio
COMMON STOCKS-103.9%
Aerospace & Defense-.7%
6,200 Thiokol........................................ $ 158,875
----------
Auto Trucks & Parts-.2%
3,600 Purolator Products............................. 61,200
----------
Banking-21.0%
4,020 Associated Banc-Corp........................... 146,730
2,525 Bancorp South.................................. 90,900
15,400 Bank South..................................... 294,525
1,600 Blessings...................................... 57,000
2,500 Brenton Banks.................................. 50,000
3,693 CNB Bancshares................................. 130,178
1,700 CPB............................................ 45,050
4,500 Citizens Bancorp Maryland...................... 139,500
4,500 Citizens Banking............................... 113,625
2,285 Commerce Bancorp............................... 51,413
11,600 Compass Bancshares............................. 290,000
10,300 Dauphin Deposit................................ 260,075
5,600 Deposit Guaranty............................... 183,400
4,202 F&M National................................... 70,383
8,200 First American (Tennessee)..................... 281,875
8,000 First Bancorp, Ohio............................ 204,000
2,600 First Colonial Bankshares, Cl. A............... 61,750
4,910 First Michigan Bank............................ 114,158
2,000 Firstbank of Illinois.......................... 76,500
3,700 Fort Wayne National............................ 111,925
3,000 Grenada Sunburst System........................ 104,250
4,600 Jefferson Bankshares........................... 103,500
4,600 Mark Twain Bancshares.......................... 126,500
14,600 Mercantile Bankshares.......................... 319,375
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Banking (continued)
4,150 Mid Am......................................... $ 64,325
2,695 Mid-America Bancorp............................ 49,184
2,800 NBB Bancorp.................................... 133,700
5,460 One Valley Bancorp of West Virginia............ 161,070
13,700 Southern National.............................. 285,987
8,000 Summit Bancorporation.......................... 180,000
3,300 Susquehanna Bancshares......................... 80,025
6,200 Union Planters................................. 159,650
4,500 United Carolina Bancshares..................... 120,375
700 United Counties Bancorporation................. 106,750
3,900 Zions Bancorp.................................. 157,950
----------
4,925,628
----------
Chemicals-1.8%
3,100 Chemed......................................... 110,438
7,700 Dexter......................................... 198,275
2,800 LeaRonal....................................... 51,800
1,600 Stepan......................................... 53,400
----------
413,913
----------
Commercial/Personal Services-1.4%
2,800 ABM Industries................................. 64,050
8,300 Jenny Craig.................................... 50,837
5,500 PHH............................................ 202,813
----------
317,700
----------
Computer Software/Services-.3%
4,800 National Computer Systems...................... 62,400
----------
Electronics-.3%
2,300 Joslyn......................................... 69,575
----------
Finance-9.9%
3,350 Amcore Financial............................... 74,538
3,000 CCB Financial.................................. 133,500
6,600 Centura Banks.................................. 158,400
8,300 First Commerce................................. 234,475
5,900 First Commonwealth Financial................... 101,037
7,500 First Financial-Wisconsin...................... 119,063
10,300 First Hawaiian................................. 309,000
1,645 First Western Bancorp.......................... 46,882
8,400 Fourth Financial............................... 254,100
5,737 Fulton Financial............................... 120,477
3,800 JSB Financial.................................. 103,075
8,200 Magna Group.................................... 169,125
2,325 New York Bancorp............................... 46,209
4,400 ONBANCorp...................................... 134,200
5,600 Piper Jaffray Cos.............................. 55,300
5,000 Provident Bancorp.............................. 173,750
3,800 United Bancshares.............................. 94,050
----------
2,327,181
----------
Statement of Investments August 31, 1994 (continued)
Small Company Value Portfolio (continued)
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Foods-1.6%
11,900 Flowers Industries............................. $ 202,300
3,500 Nash Finch..................................... 63,000
5,500 Smith's Food & Drug Centers, Cl. B............. 118,250
----------
383,550
----------
Forest Products-.4%
4,000 Pope & Talbot.................................. 88,000
----------
Household Appliances-1.2%
6,700 Kimball International, Cl. B................... 168,756
2,300 National Presto Industries..................... 99,763
----------
268,519
----------
Housing-.2%
2,600 McGrath RentCorp............................... 39,650
----------
Insurance-6.5%
2,900 AVEMCO......................................... 45,675
6,400 American Bankers Insurance Group............... 137,600
3,400 Foremost Corp., America........................ 110,500
4,850 Fremont General................................ 124,888
5,700 Home Beneficial, Cl. B......................... 120,413
9,400 NWNL Cos....................................... 296,100
5,800 SCOR U.S....................................... 67,425
4,400 Selective Insurance Group...................... 123,750
2,100 Trenwick Group................................. 82,950
7,200 USLIFE......................................... 258,300
6,100 Zenith National Insurance...................... 156,313
----------
1,523,914
----------
Leisure Time-1.2%
3,551 Anthony Industries............................. 59,923
10,600 Handleman...................................... 112,625
4,300 Sturm Ruger.................................... 112,875
----------
285,423
----------
Machinery-.2%
1,900 Cascade........................................ 45,600
----------
Manufacturing-5.2%
7,000 Arvin Industries............................... 172,375
4,600 Bassett Furniture.............................. 134,550
5,600 Brown Group.................................... 208,600
14,500 Fleetwood Enterprises.......................... 382,438
10,100 GenCorp........................................ 146,450
2,700 Manitowoc...................................... 71,212
5,200 O'Sullivan..................................... 48,750
3,500 Sealright...................................... 56,437
----------
1,220,812
----------
Medical Supplies-.3%
14,000 Kinetic Concepts............................... 63,000
----------
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Metals-1.0%
3,800 Cleveland-Cliffs............................... $ 158,650
15,500 UNR Industries................................. 86,218
----------
244,868
----------
Office & Business Equipment-1.8%
3,400 American Business Products..................... 73,100
5,000 General Binding................................ 95,000
9,100 Standard Register.............................. 202,475
5,900 United Stationers.............................. 56,050
----------
426,625
----------
Oil & Gas-1.2%
8,500 ONEOK.......................................... 153,000
8,700 Quaker State................................... 126,150
----------
279,150
----------
Railroads-1.1%
6,300 GATX........................................... 244,912
----------
Restaurants-.8%
8,400 Luby's Cafeterias.............................. 197,400
----------
Retail-3.5%
3,000 Blair.......................................... 138,000
3,600 Bradlees....................................... 58,950
6,400 Fay's.......................................... 50,400
5,700 Ingles Markets, Cl. A.......................... 69,112
6,600 Longs Drug Stores.............................. 229,350
10,200 Shopko Stores.................................. 100,725
3,324 Strawbridge-Clothier, Cl. A.................... 76,452
5,400 Venture Stores................................. 99,900
----------
822,889
----------
Steel-.7%
2,600 Carpenter Technology........................... 169,975
----------
Storage/Warehousing-.7%
4,600 Lukens......................................... 163,300
----------
Telecommunications-2.6%
12,700 Comsat......................................... 319,088
12,600 Pacific Telecom................................ 299,250
----------
618,338
----------
Textiles-2.3%
4,500 Guilford Mills................................. 87,750
6,600 Kellwood....................................... 164,175
2,700 Oxford Industries.............................. 76,950
5,600 Springs Industries, Cl. A...................... 206,500
----------
535,375
----------
Tobacco-.3%
4,200 Dibrell Brothers............................... 73,500
----------
Statement of Investments August 31, 1994 (continued)
Small Company Value Portfolio (continued)
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Utilities-Electric Power-21.3%
17,000 Atlantic Energy................................ $ 297,500
4,500 Black Hills.................................... 93,375
4,100 CILCORP........................................ 123,000
10,800 CIPSCO......................................... 294,300
5,400 Central Hudson Gas & Electric.................. 139,050
10,300 Central Maine Power............................ 118,450
3,700 Central Vermont Public Service................. 49,025
3,300 Commonwealth Energy System Cos 133,238
6,000 Eastern Utilities Association.................. 148,500
4,300 Empire District Electric....................... 73,637
8,700 Hawaiian Electric Industries................... 276,225
9,000 IES Industries................................. 249,750
11,700 Idaho Power.................................... 283,725
9,300 Iowa-Illinios Gas & Electric................... 201,113
6,000 MDU Resources Group............................ 169,500
3,400 Madison Gas & Electric......................... 115,600
17,400 Midwest Resources.............................. 265,350
7,000 Minnesota Power & Light........................ 189,000
13,200 Nevada Power................................... 272,250
2,400 Northwestern Public Service.................... 69,600
4,300 Orange/Rockland Utilities...................... 131,150
15,100 Portland General............................... 269,912
11,800 Rochester Gas & Electric....................... 269,925
9,200 Sierra Pacific Resources....................... 184,000
5,000 Southern Indiana Gas & Electric................ 140,000
3,400 TNP Enterprises................................ 48,025
4,500 United Illuminating............................ 147,938
11,300 Universal...................................... 242,950
----------
4,996,088
----------
Utilities-Natural Gas Distributors-10.9%
7,500 Atlanta Gas Light.............................. 245,625
4,800 Atmos Energy................................... 81,600
4,100 Bay State Gas.................................. 96,862
2,700 Cascade Natural Gas............................ 42,188
2,600 Colonial Gas................................... 55,250
2,700 Connecticut Energy............................. 57,712
3,000 Connecticut Natural Gas........................ 72,000
Shares COMMON STOCKS (continued) Value
-------- -------------------------- ----------
Utilities-Natural Gas
Distributors (continued)
3,500 Energen........................................ $ 78,313
4,750 KN Energy...................................... 122,312
5,000 Laclede Gas.................................... 112,500
2,600 NUI............................................ 52,000
5,400 New Jersey Resources........................... 120,825
4,200 Northwest Natural Gas.......................... 128,100
1,700 Pennsylvania Enterprises....................... 52,275
11,100 Peoples Energy................................. 296,925
8,400 Piedmont Natural Gas........................... 176,400
5,700 Public Service Company of North Carolina....... 89,775
3,114 South Jersey Industries........................ 59,555
6,700 Southwest Gas.................................. 119,763
12,800 Transco Energy................................. 195,200
3,300 United Cities Gas.............................. 56,100
6,600 Washington Gas Light........................... 250,800
----------
2,562,080
----------
Utilities-Water-3.3%
9,900 American Water Works........................... 274,725
2,100 Aquarion....................................... 50,137
1,800 California Water Service....................... 63,000
2,600 Consumers Water................................ 44,200
1,800 E'town......................................... 48,375
2,200 IWC Resources.................................. 41,800
3,600 Philadelphia Suburban.......................... 68,400
2,500 Southern California Water...................... 44,375
9,236 United Water Resources......................... 124,686
----------
759,698
----------
TOTAL COMMON STOCKS
(cost $24,188,709).......................... $24,349,138
===========
TOTAL INVESTMENTS
(cost $24,188,709).......................... 103.9% $24,349,138
======= ===========
LIABILITIES, LESS CASH
AND RECEIVABLES.............................. (3.9%) $ (911,189)
======= ===========
NET ASSETS..................................... 100.0% $23,437,949
======= ===========
NOTE TO STATEMENT OF INVESTMENTS;
(a) Non-income producing.
See notes to financial statements.
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS-WILSHIRE TARGET FUNDS, INC.
STATEMENT OF ASSETS AND LIABILITIES AUGUST 31, 1994
LARGE LARGE SMALL SMALL
COMPANY COMPANY COMPANY COMPANY
GROWTH VALUE GROWTH VALUE
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
------------ ---------- --------- ------------
<S> <C> <C> <C> <C>
ASSETS:
Investments in securities, at value
[cost_Note 4(b)]_see statement..... $ 8,419,519 $12,439,764 $10,587,644 $24,349,138
Cash................................... 16,070 13,205 611,099 93,601
Dividends receivable................... 10,364 84,289 2,030 109,144
Receivable for investment securities sold -- 64,304 -- --
Prepaid expenses and other assets...... 16,456 13,031 15,008 12,845
Due from The Dreyfus Corporation....... 33,105 33,869 35,970 98,135
----------- ------------ ----------- ------------
8,495,514 12,648,462 11,251,751 24,662,863
----------- ------------ ----------- ------------
LIABILITIES:
Payable for Common Stock redeemed...... $ 17,852 $ 442,013 $ 9,024 $ 1,160,009
Accrued expenses and other liabilities. 53,266 48,895 54,335 64,905
----------- ------------ ----------- ------------
71,118 490,908 63,359 1,224,914
----------- ------------ ----------- ------------
NET ASSETS .................... $ 8,424,396 $12,157,554 $11,188,392 $23,437,949
============ ========== =========== ===========
REPRESENTED BY:
Paid-in capital........................ $ 7,915,909 $11,772,767 $ 9,688,043 $22,722,353
Accumulated undistributed
investment income_net................ 40,777 334,686 -- 538,317
Accumulated distributions in excess of
investment income_net_Note 2(d)...... -- -- (2,150) --
Accumulated undistributed net realized
gain (loss) on investments........... (151,648) 6,636 234,937 16,850
Accumulated net unrealized appreciation on
investments_Note 4(b)................ 619,358 43,465 1,267,562 160,429
----------- ------------ ----------- ------------
NET ASSETS at value........................ $ 8,424,396 $12,157,554 $11,188,392 $23,437,949
============ ========== =========== ===========
SHARES OF COMMON STOCK OUTSTANDING
[400 million shares (with 100 million allocated
to each series) of $.001 par value
Common Stock authorized]............... 633,066 869,303 727,047 1,636,242
============ ========== =========== ===========
NET ASSET VALUE per share
(Net Assets / Shares outstanding)...... $13.31 $13.99 $15.39 $14.32
============ ========== =========== ===========
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS-WILSHIRE TARGET FUNDS, INC.
STATEMENT OF OPERATIONS YEAR ENDED AUGUST 31, 1994
LARGE LARGE SMALL SMALL
COMPANY COMPANY COMPANY COMPANY
GROWTH VALUE GROWTH VALUE
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
INCOME:
Cash dividends (net of $2,081 foreign taxes
withheld at source for the Small Company
Value Portfolio)................. $ 151,791 $ 506,484 $ 26,609 $ 859,574
Interest............................. -- 5,194 2,202 7,370
----------- ------------ ----------- ------------
TOTAL INCOME................... 151,791 511,678 28,811 866,944
----------- ------------ ----------- ------------
EXPENSES_Note 2(c):
Investment advisory fee_Note 3(a).... $ 8,137 $ 11,133 $ 8,397 $ 20,919
Administration fee_Note 3(a)......... 16,275 22,267 16,793 41,838
Shareholder servicing costs_Note 3(b) 30,750 39,603 37,466 75,896
Auditing fees........................ 25,013 25,015 25,010 25,027
Registration fees.................... 9,370 11,134 8,356 18,395
Prospectus and shareholders' reports. 6,163 4,052 9,117 7,992
Legal fees........................... 6,005 5,385 4,303 10,842
Organization expenses................ 5,124 4,000 4,268 3,585
Directors' fees and expenses_Note 3(c) 2,217 3,745 2,611 8,758
Custodian fees....................... 1,452 2,470 3,932 5,134
Miscellaneous........................ 2,861 2,812 2,964 2,996
----------- ------------ ----------- ------------
113,367 131,616 123,217 221,382
Less_expenses reimbursed and waived by
Wilshire and Dreyfus due to
undertakings_Note 3(a)........... 57,917 67,269 61,159 116,283
----------- ------------ ----------- ------------
TOTAL EXPENSES................. 55,450 64,347 62,058 105,099
----------- ------------ ----------- ------------
INVESTMENT INCOME (LOSS)_NET.. 96,341 447,331 (33,247) 761,845
----------- ------------ ----------- ------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain (loss) on investments_Note 4(a) $(119,770) $ 135,129 $ 284,483 $ 64,244
Net unrealized appreciation (depreciation)
on investments....................... 526,588 (920,730) 253,279 (755,152)
----------- ------------ ----------- ------------
NET REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS. 406,818 (785,601) 537,762 (690,908)
----------- ------------ ----------- ------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS.............. $ 503,159 $(338,270) $ 504,515 $ 70,937
========== ========== ========== ============
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS-WILSHIRE TARGET FUNDS, INC.
STATEMENT OF CHANGES IN NET ASSETS
LARGE COMPANY LARGE COMPANY
GROWTH PORTFOLIO VALUE PORTFOLIO
----------------- -------------------
YEAR ENDED AUGUST 31, YEAR ENDED AUGUST 31,
----------------- -------------------
1993(1) 1994 1993(1) 1994
----------- -------- --------- ----------
<S> <C> <C> <C> <C>
OPERATIONS:
Investment income_net................. $ 135,601 $ 96,341 $ 278,018 $ 447,331
Net realized gain (loss) on investments (31,878) (119,770) 130,997 135,129
Net unrealized appreciation (depreciation)
on investments for the year.......... 92,770 526,588 964,195 (920,730)
----------- -------- --------- ------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS...... 196,493 503,159 1,373,210 (338,270)
----------- -------- --------- -------------
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income_net................. (44,587) (146,578) (76,263) (314,400)
Net realized gain on investments....... -- -- -- (259,490)
----------- -------- --------- -------------
TOTAL DIVIDENDS.................. (44,587) (146,578) (76,263) (573,890)
----------- -------- --------- -------------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold.......... 11,142,614 6,136,117 14,165,687 11,201,295
Dividends reinvested................... 44,522 145,901 75,620 551,033
Cost of shares redeemed................ (3,303,329) (6,274,916) (7,446,854) (6,799,014)
----------- -------- --------- -------------
INCREASE IN NET ASSETS FROM CAPITAL
STOCK TRANSACTIONS............. 7,883,807 7,102 6,794,453 4,953,314
----------- -------- --------- -------------
TOTAL INCREASE IN NET ASSETS 8,035,713 363,683 8,091,400 4,041,154
NET ASSETS:
Beginning of year...................... 25,000 8,060,713 25,000 8,116,400
----------- -------- --------- -------------
End of year............................ $ 8,060,713 (2) $8,424,396 (2) $ 8,116,400 (3) $12,157,554 (3)
============ =========== ============= =============
SHARES SHARES SHARES SHARES
------------- ------------- ---------- --------------
CAPITAL SHARE TRANSACTIONS:
Shares sold............................ 886,869 478,006 1,056,706 780,559
Shares issued for dividends reinvested. 3,350 11,258 5,803 39,052
Shares redeemed........................ (259,516) (488,901) (529,775) (485,042)
------------- ------------- ---------- --------------
NET INCREASE IN SHARES OUTSTANDING 630,703 363 532,734 334,569
============ ============ ========== ===============
(1) From September 30, 1992 (commencement of operations) to
August 31, 1993.
(2) Includes undistributed investment income_net: $91,014 in
1993 and $40,777 in 1994.
(3) Includes undistributed investment income_net: $201,755 in
1993 and $334,686 in 1994.
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS-WILSHIRE TARGET FUNDS, INC.
STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)
SMALL COMPANY SMALL COMPANY
GROWTH PORTFOLIO VALUE PORTFOLIO
----------------- -------------------
YEAR ENDED AUGUST 31, YEAR ENDED AUGUST 31,
----------------- -------------------
1993(1) 1994 1993(2) 1994
----------- -------- --------- -------------
<S> <C> <C> <C> <C>
OPERATIONS:
Investment income (loss)_net.......... $ 36,141 $ (33,247) $ 274,117 $ 761,845
Net realized gain on investments....... 628,011 284,483 165,448 64,244
Net unrealized appreciation (depreciation)
on investments for the year.......... 1,014,283 253,279 915,581 (755,152)
----------- -------- --------- -------------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS................ 1,678,435 504,515 1,355,146 70,937
----------- -------- --------- -------------
DIVIDENDS TO SHAREHOLDERS:
From investment income_net............ (14,117) -- (55,897) (441,748)
In excess of investment income_net..... -- (32,220) -- --
From net realized gain on investments.. -- (677,557) -- (212,842)
----------- -------- --------- -------------
TOTAL DIVIDENDS.................. (14,117) (709,777) (55,897) (654,590)
----------- -------- --------- -------------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold.......... 11,736,296 12,327,171 24,005,189 26,817,975
Dividends reinvested................... 14,115 674,755 55,558 630,047
Cost of shares redeemed................ (5,912,594) (9,135,407) (10,230,450) (18,580,966)
----------- -------- --------- -------------
INCREASE IN NET ASSETS FROM
CAPITAL STOCK TRANSACTIONS..... 5,837,817 3,866,519 13,830,297 8,867,056
----------- -------- --------- -------------
TOTAL INCREASE IN NET ASSETS 7,502,135 3,661,257 15,129,546 8,283,403
NET ASSETS:
Beginning of year...................... 25,000 7,527,135 25,000 15,154,546
----------- -------- --------- -------------
End of year............................ $ 7,527,135(3) $11,188,392(3) $15,154,546 (4) $23,437,949 (4)
============ =========== =========== ============
SHARES SHARES SHARES SHARES
------------- ------------- ---------- --------------
CAPITAL SHARE TRANSACTIONS:
Shares sold............................ 866,244 799,229 1,753,333 1,879,823
Shares issued for dividends reinvested. 953 43,146 4,162 43,906
Shares redeemed........................ (399,526) (584,999) (736,070) (1,310,912)
------------- ------------- ---------- --------------
NET INCREASE IN SHARES OUTSTANDING 467,671 257,376 1,021,425 612,817
============ =========== =========== ============
(1) From October 1, 1992 (commencement of operations) to August 31, 1993.
(2) From September 30, 1992 (commencement of operations) to
August 31, 1993.
(3) Includes undistributed investment income-net; $22,024 in 1993 and
distributions in excess of investment income-net; ($2,150) in 1994.
(4) Includes undistributed investment income-net: $218,220 in 1993
and $538,317 in 1994.
See notes to financial statements.
</TABLE>
DREYFUS-WILSHIRE TARGET FUNDS, INC.
FINANCIAL HIGHLIGHTS
Reference is made to pages 3 and 4 of the Fund's Prospectus dated
December 30, 1994.
NOTES TO FINANCIAL STATEMENTS
NOTE 1-GENERAL:
The Fund is registered under the Investment Company Act of 1940 ("Act")
as a diversified open-end management investment company and operates as a
series company issuing four classes of shares of Common Stock: the Large
Company Growth Portfolio, the Large Company Value Portfolio, the Small
Company Growth Portfolio and the Small Company Value Portfolio. The Fund
accounts separately for the assets, liabilities and operations of each
series. Wilshire Associates Incorporated ("Wilshire") serves as the Fund's
investment adviser. The Dreyfus Corporation ("Dreyfus") serves as the Fund's
administrator. Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, acted as the exclusive distributor of the Fund's shares until August
24, 1994. Effective August 24, 1994, Dreyfus became a direct subsidiary of
Mellon Bank, N.A.
On August 24, 1994, Premier Mutual Fund Services, Inc. ("Premier") was
engaged as the Fund's distributor. Premier, located at One Exchange Place,
Boston, Massachusetts 02109, is a wholly-owned subsidiary of Institutional
Administration Services, Inc., a provider of mutual fund administration
services, the parent company of which is Boston Institutional Group, Inc.
NOTE 2-SIGNIFICANT ACCOUNTING POLICIES:
(A) PORTFOLIO VALUATION: Each series' investments in securities
(including financial futures) are valued at the last sales price on the
securities exchange on which such securities are primarily traded or at the
last sales price on the national securities market. Securities not listed on
an exchange or the national securities market, or securities for which there
were no transactions, are valued at the average of the most recent bid and
asked prices. Bid price is used when no asked price is available. 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. Dividend
income is recognized on the ex-dividend date and interest income, including,
where applicable, amortization of discount on investments, is recognized on
the accrual basis.
(C) EXPENSES: Expenses directly attributable to each series are charged
to that series' operations; expenses which are applicable to all series are
allocated among them.
(D) DIVIDENDS TO SHAREHOLDERS: Dividends payable to shareholders are
recorded by each series on the ex-dividend date. Dividends from investment
income-net and dividends from net realized capital gain, with respect to each
series, are normally declared and paid annually, but each series may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code. To the extent that a net realized
capital gain of a series can be offset by a capital loss carryover of that
series, such gain will not be distributed.
Dividends in excess of investment income_net for financial statement
purposes on the Small Company Growth Portfolio resulted primarily from
distributions of taxable income necessary to satisfy tax requirements and to
avoid a 4% excise tax. Accordingly, $41,293 of accumulated investment
income-net was reclassified to paid-in-capital since it was not deductible
for federal income tax purposes.
(E) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, if such
qualification is in the best interests of its shareholders, by complying with
the applicable provisions of the Internal Revenue Code, and to make
distributions of taxable income sufficient to relieve it from substantially
all Federal income and excise taxes. For Federal income tax purposes, each
series is treated as a single entity for the purpose of determining such
qualification.
The Large Company Growth Portfolio has an unused capital loss carryover
of approximately $53,000 available for Federal income tax purposes to be
applied against future net securities profits, if any, realized subsequent to
August 31, 1994. The carryover does not include net realized securities
losses from November 1, 1993 through August 31, 1994, which are treated, for
Federal income tax purposes, as arising in fiscal 1995. If not applied,
$2,000 of the carryover expires in fiscal 2001 and $51,000 expires in fiscal
2002.
NOTE 3-INVESTMENT ADVISORY FEE, ADMINISTRATION FEE AND OTHER TRANSACTIONS
WITH AFFILIATES:
(A) Fees paid by the Fund pursuant to the provisions of an Investment
Advisory Agreement with Wilshire and an Administration Agreement with Dreyfus
are payable monthly based on annual rates of .10 of 1% and .20 of 1%,
respectively, of the average daily value of each series' net assets. The
agreements further provide that if in any full fiscal year the aggregate
expenses of any series, exclusive of interest on borrowings, taxes, brokerage
and extraordinary expenses, exceed the expense limitation of any state having
jurisdiction over the Fund, that series may deduct from payments to be made
to Wilshire and Dreyfus, or Wilshire and Dreyfus will bear, the amount of
such excess to the extent required by state law in proportion to their
respective fees. The most stringent state expense limitation applicable to
the Fund presently requires reimbursement of expenses in any full fiscal year
that such expenses of a series exceed 2 1/2% of the first $30 million, 2% of
the next $70 million and 1 1/2% of the excess over $100 million of the
average value of that series' net assets in accordance with California "blue
sky" regulations. However, Wilshire and Dreyfus had undertaken from September
1, 1993 through January 11, 1994 to reimburse all fees and expenses of each se
ries and thereafter, had undertaken through October 31, 1994, or until such
time as the net assets of a series exceed $50 million, regardless of whether
they remain at that level, to waive receipt of the advisory fee and
administration fee payable to it by each series. In addition, Dreyfus
voluntarily assumed other expenses of each series as follows: from January
12, 1994 through January 24, 1994 for the Small Company Value Portfolio,
through January 25, 1994 for the Large Company Value Portfolio, through
February 7, 1994 for the Large Company Growth Portfolio and through February
9, 1994 for the Small Company Growth Portfolio.
<TABLE>
<CAPTION>
The expense reimbursements, pursuant to the undertakings and the
voluntary assumption of other expenses amounted to the following for the year
ended August 31, 1994:
ADVISORY FEE ADMINISTRATION FEE EXPENSES
WAIVED BY WAIVED BY ASSUMED BY
WILSHIRE DREYFUS DREYFUS TOTAL
------------ -------------- ------------- ------------
<S> <C> <C> <C> <C>
Large Company Growth Portfolio............. $ 8,137 $16,275 $33,505 $ 57,917
Large Company Value Portfolio.............. 11,133 22,267 33,869 67,269
Small Company Growth Portfolio............. 8,397 16,793 35,969 61,159
Small Company Value Portfolio.............. 20,919 41,838 53,526 116,283
</TABLE>
The undertakings may be modified by Wilshire or Dreyfus from time to
time, provided that the resulting expense reimbursement would not be less
than the amount required pursuant to the agreements.
(B) Pursuant to the Fund's Shareholder Services Plan, each series
reimburses Dreyfus Service Corporation an amount not to
exceed an annual rate of .25 of 1% of the value of a series' average daily
net assets for servicing shareholder accounts. The services provided may
include personal services relating to shareholder accounts, such as answering
shareholder inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of shareholder accounts.
The following summarizes the aggregate amount charged by Dreyfus Service
Corporation pursuant to the Shareholder Services Plan during the year ended
August 31, 1994:
<TABLE>
<CAPTION>
<S> <C> <S> <C>
Large Company Growth Portfolio $19,030 Small Company Growth Portfolio $16,387
Large Company Value Portfolio 27,242 Small Company Value Portfolio 52,010
</TABLE>
(C) Prior to August 24,1994 certain officers and directors of the
Fund were "affiliated persons," as defined in the Act, of
Wilshire and Dreyfus. Each director who is not an "affiliated person"
receives from the Fund an annual fee of $2,500 and an attendance fee of $500
per meeting.
(D) A 1% redemption fee is charged on certain redemptions of Series'
shares (including redemptions through use of the Exchange Privilege) where
the redemption or exchange occurs within a six-month period following the
date of issuance. During the year ended August 31, 1994, redemption fees for
each series were as follows:
<TABLE>
<CAPTION>
<S> <C> <S> <C>
Large Company Growth Portfolio $258 Small Company Growth Portfolio $ 642
Large Company Value Portfolio 778 Small Company Value Portfolio 3,000
</TABLE>
NOTE 4-SECURITIES TRANSACTIONS:
(A) The following summarizes the aggregate amount of purchases and
sales of investment securities, other than short-term securities, for
the year ended August 31, 1994:
<TABLE>
<CAPTION>
PURCHASES SALES
------------ ---------------
<S> <C> <C>
Large Company Growth Portfolio.......................... $ 1,747,029 $1,778,939
Large Company Value Portfolio........................... 10,276,520 5,126,876
Small Company Growth Portfolio.......................... 6,441,205 3,887,570
Small Company Value Portfolio........................... 19,921,441 9,977,568
</TABLE>
<TABLE>
<CAPTION>
(B) The following summarizes the accumulated net unrealized appreciation
on investments for each series at August 31, 1994:
GROSS GROSS
APPRECIATION (DEPRECIATION) NET
------------ ------------- -----------
<S> <C> <C> <C>
Large Company Growth Portfolio.......................... $1,085,948 $ (466,590) $ 619,358
Large Company Value Portfolio........................... 670,177 (626,712) 43,465
Small Company Growth Portfolio.......................... 1,770,664 (503,102) 1,267,562
Small Company Value Portfolio........................... 1,326,488 (1,166,059) 160,429
</TABLE>
At August 31, 1994, the cost of investments of each series for Federal
income tax purposes was substantially the same as the
cost for financial reporting purposes. The cost of investments for each
series for financial reporting purposes as of August 31, 1994 was as follows:
<TABLE>
<CAPTION>
<S> <C> <S> <C>
Large Company Growth Portfolio $ 7,800,161 Small Company Growth Portfolio $ 9,320,082
Large Company Value Portfolio 12,396,299 Small Company Value Portfolio 24,188,709
</TABLE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors of the
Dreyfus-Wilshire Target Funds, Inc.
We have audited the accompanying statements of assets and liabilities of
the Dreyfus-Wilshire Target Funds, Inc. (comprised of the Large Company
Growth Portfolio, the Large Company Value Portfolio, the Small Company Growth
Portfolio and the Small Company Value Portfolio), including the statements of
investments, as of August 31, 1994, and the related statements of operations
for the year then ended, the statements of changes in net assets and the
financial highlights for the year then ended and for the period from
September 30, 1992 (when operations commenced for all series except Small
Company Growth Portfolio, which commenced operations October 1, 1992) to
August 31, 1993. The financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of August 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 audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of the Dreyfus-Wilshire Target Funds, Inc. as of August 31, 1994,
the results of its operations, the changes in its net assets, and the
financial highlights for the periods referred to above, in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND, L.L.P.
New York, New York
October 5, 1994
ADMINISTRATION AGREEMENT
DREYFUS-WILSHIRE TARGET FUNDS, INC.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
August 24, 1994
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
Dreyfus-Wilshire Target Funds, Inc., a Maryland
corporation (the "Fund") consisting of the series set forth on
Exhibit A hereto, as such Exhibit may be revised from time to time
(each, a "Series"), herewith confirms its agreement with you
("Dreyfus") as follows:
The Fund desires to employ its capital by investing and
reinvesting the same in investments of the type and in accordance
with the limitations specified in its Articles of Incorporation
and in its Prospectus and Statement of Additional Information as
from time to time in effect, copies of which have been or will be
submitted to Dreyfus, and in such manner and to such extent as
from time to time may be approved by the Fund's Board of
Directors. The Fund intends to employ Wilshire Associates
Incorporated (the "Adviser") to act as its investment adviser and
desires to employ Dreyfus to act as its administrator.
In this connection it is understood that from time to
time Dreyfus will employ or associate with itself such person or
persons as Dreyfus may believe to be particularly fitted to assist
it in the performance of this Agreement. Such person or persons
may be officers or employees who are employed by both Dreyfus and
the Fund. The compensation of such person or persons shall be
paid by Dreyfus and no obligation may be incurred on the Fund's
behalf in any such respect.
Subject to the supervision and control of the Board of
Directors of the Fund, Dreyfus will assist in supervising all
aspects of the Fund's operations except investment management of
the Series' portfolios, which shall be performed by the Adviser
under its Investment Advisory Agreement with the Fund. It is
understood that Dreyfus shall not act and shall not be required to
act as an investment adviser or have any authority to supervise
the investment or reinvestment of the cash, securities or other
property comprising the Series' assets or to determine what
securities or other property may be purchased or sold by the Fund.
Dreyfus will supply office facilities (which may be in
Dreyfus' own offices), data processing services, clerical,
accounting and bookkeeping services, internal auditing and legal
services, internal executive and administrative services, and
stationery and office supplies; prepare reports to each Series'
stockholders, tax returns, reports to and filings with the
Securities and Exchange Commission and state Blue Sky authorities;
and calculate the net asset value of each Series' shares. You
shall have the right, at your expense, to engage other entities to
assist you in performing some or all of your obligations pursuant
to this agreement, provided each such entity enters into an
agreement with you in form and substance reasonably satisfactory
to the Fund. You agree to be liable for the acts or omissions of
each such entity to the same extent as if you had acted or failed
to act under the circumstances.
Dreyfus shall exercise its best judgment in rendering
the services to be provided hereunder and the Fund agrees as an
inducement to Dreyfus' undertaking the same that Dreyfus shall not
be liable hereunder for any error of judgment or mistake of law or
for any loss suffered by any Series, provided that nothing herein
shall be deemed to protect or purport to protect Dreyfus against
any liability to a Series or to its security holders to which
Dreyfus would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of
its duties hereunder, or by reason of Dreyfus' reckless disregard
of its obligations and duties hereunder.
In consideration of the services rendered pursuant to
this Agreement, the Fund will pay Dreyfus a fee calculated daily
and paid monthly at the annual rate set forth opposite each
Series' name on Exhibit A hereto based on the value of such
Series' average daily net assets. Net asset value shall be
computed on such days and at such time or times as described in
the Fund's then-current Prospectus and Statement of Additional
Information. Upon any termination of this Agreement before the
end of any month, the fee for such part of a month shall be pro-
rated according to the proportion which such period bears to the
full monthly period and shall be payable upon the date of
termination of this Agreement.
For the purpose of determining fees payable to Dreyfus,
the value of each Series' net assets shall be computed in the
manner specified in the Fund's Articles of Incorporation for the
computation of the value of each Series' net assets.
Dreyfus will bear all expenses in connection with the
performance of its services under this Agreement. All other
expenses to be incurred in the operation of the Fund will be borne
by the Fund, except to the extent specifically assumed by Dreyfus
or the Adviser. The expenses to be borne by the Fund include,
without limitation, the following: organizational costs, taxes,
interest, brokerage fees and commissions, if any, fees of
directors who are not officers, directors, employees or holders of
5% or more of the outstanding voting securities of the Adviser or
Dreyfus or any of their affiliates, Securities and Exchange
Commission fees and state Blue Sky qualification fees, investment
advisory and administration fees, charges of custodians, certain
insurance premiums, industry association fees, outside auditing
and legal expenses, costs of maintaining corporate existence,
costs of independent pricing services, costs attributable to
investor services (including, without limitation, telephone and
personnel expenses), costs of preparing, printing and distributing
prospectuses and statements of additional information for
regulatory purposes and for distribution to existing stockholders,
costs of stockholders' reports and corporate meetings, and any
extraordinary expenses.
As to each Series, if in any fiscal year the aggregate
expenses of the Series (including fees pursuant to this Agreement
and the Fund's Investment Advisory Agreement, but excluding
interest, taxes, brokerage and, with the prior written consent of
the necessary state securities commissions, extraordinary
expenses) exceed the expense limitations of any state having
jurisdiction over the Fund, the Fund may deduct from the fees to
be paid hereunder, or Dreyfus will bear, to the extent required by
state law, that portion of such excess expense which bears the
same relation to the total of such excess as Dreyfus' fee
hereunder bears to the total fee otherwise payable for the fiscal
year by the Fund pursuant to this Agreement and the Investment
Advisory Agreement between the Fund and the Adviser. Dreyfus'
obligation pursuant hereto is limited to the amount of its fees
hereunder. Such deduction or payment, if any, will be estimated
daily, and reconciled and effected or paid, as the case may be, on
a monthly basis.
The Fund understands that Dreyfus now acts and will
continue to act as administrator of various investment companies
and fiduciary or other managed accounts, and the Fund has no
objection to Dreyfus' so acting. In addition, it is understood
that the persons employed by Dreyfus to assist in the performance
of its duties hereunder will not devote their full time to such
service and nothing contained herein shall be deemed to limit or
restrict the right of Dreyfus or the right of any affiliate of
Dreyfus to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
Any person, even though also an officer, director,
partner, employee or agent of Dreyfus, who may be or become an
officer, director, employee or agent of the Fund, shall be deemed,
when rendering services to the Fund or acting on any business of
the Fund, to be rendering such services to or acting solely for
the Fund and not as an officer, director, partner, employee, or
agent or one under the control or direction of Dreyfus even though
paid by it.
As to each Series, this Agreement shall continue in
effect until the date set forth opposite such Series' name on
Exhibit A hereto (the "Reapproved Date"), and thereafter shall
continue automatically for successive annual periods ending on the
day of each year set forth opposite such Series' name on Exhibit A
hereto (the "Reapproval Day"), provided such continuance is
specifically approved at least annually by (i) the Fund's Board of
Directors or (ii) vote of a majority (as defined in the Investment
Company Act of 1940) of such Series' outstanding voting
securities, provided that in either event its continuance also is
approved by a majority of the Fund's Directors who are not
"interested persons" (as defined in said Act) of any party to this
Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. As to each Series, after the
Reapproval Date, this Agreement is terminable without penalty, on
60 days' notice, by the Fund's Board of Directors or by vote of
holders of a majority of such Series' shares or, upon not less
than 90 days' notice, by Dreyfus. This Agreement also will
terminate automatically, as to the relevant Series, in the event
of its assignment (as defined in said Act).
The Fund recognizes that from time to time directors,
officers and employees of Dreyfus may serve as directors,
trustees, partners, officers and employees of other corporations,
business trusts, partnerships or other entities (including other
investment companies) and that such other entities may include the
name "Dreyfus" as part of their name, and that Dreyfus or its
affiliates may enter into administration or other agreements with
such other entities. If Dreyfus ceases to act as the Fund's
administrator, the Fund agrees that, at Dreyfus' request, the Fund
will take all necessary action to change the name of the Fund to a
name not including "Dreyfus" in any form or combination of words.
If the foregoing is in accordance with your understand-
ing, will you kindly so indicate by signing and returning to us
the enclosed copy hereof.
Very truly yours,
DREYFUS-WILSHIRE TARGET FUNDS, INC.
By: /s/ Ruth Leibert
-----------------
Assistant Secretary
Accepted:
THE DREYFUS CORPORATION
By: /s/ Mark N. Jacobs
------------------
Vice President
EXHIBIT A
Annual Fees as
a Percentage
Name of of Average Daily Reapproval Reapproval
Series Net Assets Date Day
Large Company .20 of 1% May 14, 1995 May 14
Growth Portfolio
Large Company .20 of 1% May 14, 1995 May 14
Value Portfolio
Small Company .20 of 1% May 14, l995 May 14
Growth Portfolio
Small Company .20 of 1% May 14, 1995 May 14
Value Portfolio
DISTRIBUTION AGREEMENT
DREYFUS-WILSHIRE TARGET FUNDS, INC.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
August 24, 1994
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, Massachusetts 02109
Dear Sirs:
This is to confirm that, in consideration of the agree-
ments hereinafter contained, the above-named investment company
(the "Fund") has agreed that you shall be, for the period of
this agreement, the distributor of (a) shares of each Series of
the Fund set forth on Exhibit A hereto, as such Exhibit may be
revised from time to time (each, a "Series") or (b) if no Series
are set forth on such Exhibit, shares of the Fund. For purposes
of this agreement the term "Shares" shall mean the authorized
shares of the relevant Series, if any, and otherwise shall mean
the Fund's authorized shares.
1. Services as Distributor
1.1 You will act as agent for the distribution of
Shares covered by, and in accordance with, the registration
statement and prospectus then in effect under the Securities Act
of 1933, as amended, and will transmit promptly any orders
received by you for purchase or redemption of Shares to the
Transfer and Dividend Disbursing Agent for the Fund of which the
Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit
orders for the sale of Shares. It is contemplated that you will
enter into sales or servicing agreements with securities
dealers, financial institutions and other industry
professionals, such as investment advisers, accountants and
estate planning firms, and in so doing you will act only on your
own behalf as principal.
1.3 You shall act as distributor of Shares in
compliance with all applicable laws, rules and regulations,
including, without limitation, all rules and regulations made or
adopted pursuant to the Investment Company Act of 1940, as
amended, by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange
Act of 1934, as amended.
1.4 Whenever in their judgment such action is
warranted by market, economic or political conditions, or by
abnormal circumstances of any kind, the Fund's officers may
decline to accept any orders for, or make any sales of, any
Shares until such time as they deem it advisable to accept such
orders and to make such sales and the Fund shall advise you
promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in
connection with the registration of Shares under the Securities
Act of 1933, as amended, and all expenses in connection with
maintaining facilities for the issue and transfer of Shares and
for supplying information, prices and other data to be furnished
by the Fund hereunder, and all expenses in connection with the
preparation and printing of the Fund's prospectuses and
statements of additional information for regulatory purposes and
for distribution to shareholders; provided however, that nothing
contained herein shall be deemed to require the Fund to pay any
of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents
and to furnish any and all information and otherwise to take all
actions which may be reasonably necessary in the discretion of
the Fund's officers in connection with the qualification of
Shares for sale in such states as you may designate to the Fund
and the Fund may approve, and the Fund agrees to pay all
expenses which may be incurred in connection with such
qualification. You shall pay all expenses connected with your
own qualification as a dealer under state or Federal laws and,
except as otherwise specifically provided in this agreement, all
other expenses incurred by you in connection with the sale of
Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for
use in connection with the sale of Shares, such information with
respect to the Fund or any relevant Series and the Shares as you
may reasonably request, all of which shall be signed by one or
more of the Fund's duly authorized officers; and the Fund
warrants that the statements contained in any such information,
when so signed by the Fund's officers, shall be true and
correct. The Fund also shall furnish you upon request with:
(a) semi-annual reports and annual audited reports of the Fund's
books and accounts made by independent public accountants
regularly retained by the Fund, (b) quarterly earnings
statements prepared by the Fund, (c) a monthly itemized list of
the securities in the Fund's or, if applicable, each Series'
portfolio, (d) monthly balance sheets as soon as practicable
after the end of each month, and (e) from time to time such
additional information regarding the Fund's financial condition
as you may reasonably request.
1.8 The Fund represents to you that all registration
statements and prospectuses filed by the Fund with the Securi-
ties and Exchange Commission under the Securities Act of 1933,
as amended, and under the Investment Company Act of 1940, as
amended, with respect to the Shares have been carefully prepared
in conformity with the requirements of said Acts and rules and
regulations of the Securities and Exchange Commission there-
under. As used in this agreement the terms "registration state-
ment" and "prospectus" shall mean any registration statement and
prospectus, including the statement of additional information
incorporated by reference therein, filed with the Securities and
Exchange Commission and any amendments and supplements thereto
which at any time shall have been filed with said Commission.
The Fund represents and warrants to you that any registration
statement and prospectus, when such registration statement
becomes effective, will contain all statements required to be
stated therein in conformity with said Acts and the rules and
regulations of said Commission; that all statements of fact
contained in any such registration statement and prospectus will
be true and correct when such registration statement becomes
effective; and that neither any registration statement nor any
prospectus when such registration statement becomes effective
will include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading. The Fund may but
shall not be obligated to propose from time to time such amend-
ment or amendments to any registration statement and such
supplement or supplements to any prospectus as, in the light of
future developments, may, in the opinion of the Fund's counsel,
be necessary or advisable. If the Fund shall not propose such
amendment or amendments and/or supplement or supplements within
fifteen days after receipt by the Fund of a written request from
you to do so, you may, at your option, terminate this agreement
or decline to make offers of the Fund's securities until such
amendments are made. The Fund shall not file any amendment to
any registration statement or supplement to any prospectus
without giving you reasonable notice thereof in advance;
provided, however, that nothing contained in this agreement
shall in any way limit the Fund's right to file at any time such
amendments to any registration statement and/or supplements to
any prospectus, of whatever character, as the Fund may deem
advisable, such right being in all respects absolute and
unconditional.
1.9 The Fund authorizes you to use any prospectus in
the form furnished to you from time to time, in connection with
the sale of Shares. The Fund agrees to indemnify, defend and
hold you, your several officers and directors, and any person
who controls you within the meaning of Section 15 of the Securi-
ties Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including
the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection there-
with) which you, your officers and directors, or any such con-
trolling person, may incur under the Securities Act of 1933, as
amended, or under common law or otherwise, arising out of or
based upon any untrue statement, or alleged untrue statement, of
a material fact contained in any registration statement or any
prospectus or arising out of or based upon any omission, or
alleged omission, to state a material fact required to be stated
in either any registration statement or any prospectus or
necessary to make the statements in either thereof not
misleading; provided, however, that the Fund's agreement to
indemnify you, your officers or directors, and any such control-
ling person shall not be deemed to cover any claims, demands,
liabilities or expenses arising out of any untrue statement or
alleged untrue statement or omission or alleged omission made in
any registration statement or prospectus in reliance upon and in
conformity with written information furnished to the Fund by you
specifically for use in the preparation thereof. The Fund's
agreement to indemnify you, your officers and directors, and any
such controlling person, as aforesaid, is expressly conditioned
upon the Fund's being notified of any action brought against
you, your officers or directors, or any such controlling person,
such notification to be given by letter or by telegram addressed
to the Fund at its address set forth above within ten days after
the summons or other first legal process shall have been served.
The failure so to notify the Fund of any such action shall not
relieve the Fund from any liability which the Fund may have to
the person against whom such action is brought by reason of any
such untrue, or alleged untrue, statement or omission, or
alleged omission, otherwise than on account of the Fund's
indemnity agreement contained in this paragraph 1.9. The Fund
will be entitled to assume the defense of any suit brought to
enforce any such claim, demand or liability, but, in such case,
such defense shall be conducted by counsel of good standing
chosen by the Fund and approved by you. In the event the Fund
elects to assume the defense of any such suit and retain counsel
of good standing approved by you, the defendant or defendants in
such suit shall bear the fees and expenses of any additional
counsel retained by any of them; but in case the Fund does not
elect to assume the defense of any such suit, or in case you do
not approve of counsel chosen by the Fund, the Fund will
reimburse you, your officers and directors, or the controlling
person or persons named as defendant or defendants in such suit,
for the fees and expenses of any counsel retained by you or
them. The Fund's indemnification agreement contained in this
paragraph 1.9 and the Fund's representations and warranties in
this agreement shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of
you, your officers and directors, or any controlling person, and
shall survive the delivery of any Shares. This agreement of
indemnity will inure exclusively to your benefit, to the benefit
of your several officers and directors, and their respective
estates, and to the benefit of any controlling persons and their
successors. The Fund agrees promptly to notify you of the
commencement of any litigation or proceedings against the Fund
or any of its officers or Board members in connection with the
issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund,
its several officers and Board members, and any person who con-
trols the Fund within the meaning of Section 15 of the Securi-
ties Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including
the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection there-
with) which the Fund, its officers or Board members, or any such
controlling person, may incur under the Securities Act of 1933,
as amended, or under common law or otherwise, but only to the
extent that such liability or expense incurred by the Fund, its
officers or Board members, or such controlling person resulting
from such claims or demands, shall arise out of or be based upon
any untrue, or alleged untrue, statement of a material fact
contained in information furnished in writing by you to the Fund
specifically for use in the Fund's registration statement and
used in the answers to any of the items of the registration
statement or in the corresponding statements made in the pro-
spectus, or shall arise out of or be based upon any omission, or
alleged omission, to state a material fact in connection with
such information furnished in writing by you to the Fund and
required to be stated in such answers or necessary to make such
information not misleading. Your agreement to indemnify the
Fund, its officers and Board members, and any such controlling
person, as aforesaid, is expressly conditioned upon your being
notified of any action brought against the Fund, its officers or
Board members, or any such controlling person, such notification
to be given by letter or telegram addressed to you at your
address set forth above within ten days after the summons or
other first legal process shall have been served. You shall
have the right to control the defense of such action, with
counsel of your own choosing, satisfactory to the Fund, if such
action is based solely upon such alleged misstatement or
omission on your part, and in any other event the Fund, its
officers or Board members, or such controlling person shall each
have the right to participate in the defense or preparation of
the defense of any such action. The failure so to notify you of
any such action shall not relieve you from any liability which
you may have to the Fund, its officers or Board members, or to
such controlling person by reason of any such untrue, or alleged
untrue, statement or omission, or alleged omission, otherwise
than on account of your indemnity agreement contained in this
paragraph 1.10. This agreement of indemnity will inure
exclusively to the Fund's benefit, to the benefit of the Fund's
officers and Board members, and their respective estates, and to
the benefit of any controlling persons and their successors.
You agree promptly to notify the Fund of the commencement of any
litigation or proceedings against you or any of your officers or
directors in connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the
Fund under any of the provisions of this agreement and no orders
for the purchase or sale of such Shares hereunder shall be
accepted by the Fund if and so long as the effectiveness of the
registration statement then in effect or any necessary amend-
ments thereto shall be suspended under any of the provisions of
the Securities Act of 1933, as amended, or if and so long as a
current prospectus as required by Section 10 of said Act, as
amended, is not on file with the Securities and Exchange
Commission; provided, however, that nothing contained in this
paragraph 1.11 shall in any way restrict or have an application
to or bearing upon the Fund's obligation to repurchase any
Shares from any shareholder in accordance with the provisions of
the Fund's prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in
writing:
(a) of any request by the Securities and Exchange
Commission for amendments to the registration statement
or prospectus then in effect or for additional
information;
(b) in the event of the issuance by the Securities
and Exchange Commission of any stop order suspending
the effectiveness of the registration statement or pro-
spectus then in effect or the initiation of any
proceeding for that purpose;
(c) of the happening of any event which makes
untrue any statement of a material fact made in the
registration statement or prospectus then in effect or
which requires the making of a change in such registra-
tion statement or prospectus in order to make the
statements therein not misleading; and
(d) of all actions of the Securities and
Exchange Commission with respect to any amendments to
any registration statement or prospectus which may from
time to time be filed with the Securities and Exchange
Commission.
2. Offering Price
Shares of any class of the Fund offered for sale by you
shall be offered for sale at a price per share (the "offering
price") approximately equal to (a) their net asset value
(determined in the manner set forth in the Fund's charter
documents) plus (b) a sales charge, if any and except to those
persons set forth in the then-current prospectus, which shall be
the percentage of the offering price of such Shares as set forth
in the Fund's then-current prospectus. The offering price, if
not an exact multiple of one cent, shall be adjusted to the
nearest cent. In addition, Shares of any class of the Fund
offered for sale by you may be subject to a contingent deferred
sales charge as set forth in the Fund's then-current prospectus.
You shall be entitled to receive any sales charge or contingent
deferred sales charge in respect of the Shares. Any payments to
dealers shall be governed by a separate agreement between you
and such dealer and the Fund's then-current prospectus.
3. Term
This agreement shall continue until the date (the
"Reapproval Date") set forth on Exhibit A hereto (and, if the
Fund has Series, a separate Reapproval Date shall be specified
on Exhibit A for each Series), and thereafter shall continue
automatically for successive annual periods ending on the day
(the "Reapproval Day") of each year set forth on Exhibit A
hereto, provided such continuance is specifically approved at
least annually by (i) the Fund's Board or (ii) vote of a
majority (as defined in the Investment Company Act of 1940) of
the Shares of the Fund or the relevant Series, as the case may
be, provided that in either event its continuance also is
approved by a majority of the Board members who are not
"interested persons" (as defined in said Act) of any party to
this agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval. This agreement is
terminable without penalty, on 60 days' notice, by vote of
holders of a majority of the Fund's or, as to any relevant
Series, such Series' outstanding voting securities or by the
Fund's Board as to the Fund or the relevant Series, as the case
may be. This agreement is terminable by you, upon 270 days'
notice, effective on or after the fifth anniversary of the date
hereof. This agreement also will terminate automatically, as to
the Fund or relevant Series, as the case may be, in the event of
its assignment (as defined in said Act).
4. Exclusivity
So long as you act as the distributor of Shares, you
shall not perform any services for any entity other than
investment companies advised or administered by The Dreyfus
Corporation. The Fund acknowledges that the persons employed by
you to assist in the performance of your duties under this
agreement may not devote their full time to such service and
nothing contained in this agreement shall be deemed to limit or
restrict your or any of your affiliates right to engage in and
devote time and attention to other businesses or to render
services of whatever kind or nature.
Please confirm that the foregoing is in accordance with
your understanding and indicate your acceptance hereof by
signing below, whereupon it shall become a binding agreement
between us.
Very truly yours,
DREYFUS-WILSHIRE TARGET FUNDS, INC.
By: /s/ John E. Pelletier
---------------------
Secretary
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
By: Joseph F. Tower, III
________________________
EXHIBIT A
Name of Series Reapproval Date Reapproval Day
Large Company May 14, 1996 May 14th
Growth Portfolio
Large Company May 14, 1996 May 14th
Value Portfolio
Small Company May 14, 1996 May 14th
Growth Portfolio
Small Company May 14, 1996 May 14th
Value Portfolio
CUSTODY AGREEMENT
Custody Agreement made as of August 12, 1992 between
DREYFUS-WILSHIRE TARGET FUNDS, INC., a corporation organized and
existing under the laws of the State of Maryland, having its
principal office and place of business at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144 (hereinafter called the
"Fund"), and COMERICA BANK, a Michigan banking corporation, having
its principal office and place of business at 211 West Fort,
Detroit, Michigan 48226 (hereinafter called the "Custodian").
W I T N E S S E T H :
that for and in consideration of the mutual promises hereinafter
set forth the Fund and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the
following meanings:
1. "Authorized Person" shall be deemed to include the
Treasurer, the Controller or any other person, whether or not any
such person is an Officer or employee of the Fund, duly authorized
by the Directors of the Fund to give Oral Instructions and Written
Instructions on behalf of the Fund and listed in the Certificate
annexed hereto as Appendix A or such other Certificate as may be
received by the Custodian from time to time.
2. "Book-Entry System" shall mean the Federal Reserve/
Treasury book-entry system for United States and Federal agency
securities, its successor or successors and its nominee or
nominees.
3. "Call Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options, Futures
Contracts and Futures Contract Options entitling the holder, upon
timely exercise and payment of the exercise price, as specified
therein, to purchase from the writer thereof the specified
underlying Securities.
4. "Certificate" shall mean any notice, instruction, or
other instrument in writing, authorized or required by this
Agreement to be given to the Custodian, which is actually received
by the Custodian and signed on behalf of the Fund by any two
Officers of the Fund.
5. "Clearing Member" shall mean a registered broker-
dealer which is a clearing member under the rules of O.C.C. and a
member of a national securities exchange qualified to act as a
custodian for an investment company, or any broker-dealer
reasonably believed by the Custodian to be such a clearing member.
6. "Collateral Account" shall mean a segregated account
so denominated and pledged to the Custodian as security for, and
in consideration of, the Custodian's issuance of (a) any Put
Option guarantee letter or similar document described in para-
graph 8 of Article V herein, or (b) any receipt described in
Article V or VIII herein.
7. "Covered Call Option" shall mean an exchange traded
option entitling the holder, upon timely exercise and payment of
the exercise price, as specified therein, to purchase from the
writer thereof the specified Securities (excluding Futures
Contracts) which are owned by the writer thereof and subject to
appropriate restrictions.
8. "Depository" shall mean The Depository Trust Company
("DTC"), a clearing agency registered with the Securities and
Exchange Commission, its successor or successors and its nominee
or nominees, provided the Custodian has received a certified copy
of a resolution of the Fund's Directors specifically approving
deposits in DTC. The term "Depository" shall further mean and
include any other person authorized to act as a depository under
the Investment Company Act of 1940, its successor or successors
and its nominee or nominees, specifically identified in a
certified copy of a resolution of the Fund's Directors
specifically approving deposits therein by the Custodian.
9. "Federal Funds Rate" shall mean, for any day, the
Federal Funds (Effective) interest rate so denominated as
published in Federal Reserve Statistical Release H.15 (519) and
applicable to such day and each succeeding day which is not a
business day.
10. "Financial Futures Contract" shall mean the firm
commitment to buy or sell fixed income securities, including,
without limitation, U.S. Treasury Bills, U.S. Treasury Notes, U.S.
Treasury Bonds, domestic bank certificates of deposit, and
Eurodollar certificates of deposit, during a specified month at an
agreed upon price.
11. "Futures Contract" shall mean a Financial Futures
Contract and/or Stock Index Futures Contracts.
12. "Futures Contract Option" shall mean an option with
respect to a Futures Contract.
13. "Margin Account" shall mean a segregated account in
the name of a broker, dealer, futures commission merchant or
Clearing Member, or in the name of the Fund for the benefit of a
broker, dealer, futures commission merchant or Clearing Member, or
otherwise, in accordance with an agreement between the Fund, the
Custodian and a broker, dealer, futures commission merchant or
Clearing Member (a "Margin Account Agreement"), separate and
distinct from the custody account, in which certain Securities
and/or money of the Fund shall be deposited and withdrawn from
time to time in connection with such transactions as the Fund may
from time to time determine. Securities held in the Book-Entry
System or the Depository shall be deemed to have been deposited
in, or withdrawn from, a Margin Account upon the Custodian's
effecting an appropriate entry on its books and records.
14. "Money Market Security" shall be deemed to include,
without limitation, debt obligations issued or guaranteed as to
principal and interest by the government of the United States or
agencies or instrumentalities thereof, commercial paper,
certificates of deposit and bankers' acceptances, repurchase and
reverse repurchase agreements with respect to the same and bank
time deposits, where the purchase and sale of such securities
normally requires settlement in Federal funds on the same date as
such purchase or sale.
15. "O.C.C." shall mean Options Clearing Corporation, a
clearing agency registered under Section 17A of the Securities
Exchange Act of 1934, its successor or successors, and its nominee
or nominees.
16. "Officers" shall be deemed to include the
President, any Vice President, the Secretary, the Treasurer, the
Controller, any Assistant Secretary, any Assistant Treasurer or
any other person or persons duly authorized by the Directors of
the Fund to execute any Certificate, instruction, notice or other
instrument on behalf of the Fund and listed in the Certificate
annexed hereto as Appendix B or such other Certificate as may be
received by the Custodian from time to time.
17. "Option" shall mean a Call Option, Covered Call
Option, Stock Index Option and/or a Put Option.
18. "Oral Instructions" shall mean verbal instructions
actually received by the Custodian from an Authorized Person or
from a person reasonably believed by the Custodian to be an
Authorized Person.
19. "Put Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options, Futures
Contracts, and Futures Contract Options entitling the holder, upon
timely exercise and tender of the specified underlying Securities,
to sell such Securities to the writer thereof for the exercise
price.
20. "Reverse Repurchase Agreement" shall mean an
agreement pursuant to which the Fund sells Securities and agrees
to repurchase such Securities at a described or specified date and
price.
21. "Security" shall be deemed to include, without
limitation, Money Market Securities, Call Options, Put Options,
Stock Index Options, Stock Index Futures Contracts, Stock Index
Futures Contract Options, Financial Futures Contracts, Financial
Futures Contract Options, Reverse Repurchase Agreements, common
stock and other instruments or rights having characteristics
similar to common stocks, preferred stocks, debt obligations
issued by state or municipal governments and by public authorities
(including, without limitation, general obligation bonds, revenue
bonds and industrial bonds and industrial development bonds),
bonds, debentures, notes, mortgages or other obligations, and any
certificates, receipts, warrants or other instruments representing
rights to receive, purchase, sell or subscribe for the same, or
evidencing or representing any other rights or interest therein,
or any property or assets.
22. "Segregated Security Account" shall mean an account
maintained under the terms of this Agreement as a segregated
account, by recordation or otherwise, within the custody account
in which certain Securities and/or other assets of the Fund shall
be deposited and withdrawn from time to time in accordance with
Certificates received by the Custodian in connection with such
transactions as the Fund may from time to time determine.
23. "Series" shall mean the Series of the Fund
specified on Appendix D hereto, or, where the context requires
each such Series.
24. "Shares" shall mean the shares of Common Stock of
any Series of the Fund, each of which is allocated to a particular
Series.
25. "Stock Index Futures Contract" shall mean a
bilateral agreement pursuant to which the parties agree to take or
make delivery of an amount of cash equal to a specified dollar
amount times the difference between the value of a particular
stock index at the close of the last business day of the contract
and the price at which the futures contract is originally struck.
26. "Stock Index Option" shall mean an exchange traded
option entitling the holder, upon timely exercise, to receive an
amount of cash determined by reference to the difference between
the exercise price and the value of the index on the date of
exercise.
27. "Written Instructions" shall mean written
communications actually received by the Custodian from an
Authorized Person or from a person reasonably believed by the
Custodian to be an Authorized Person by telex or any other such
system whereby the receiver of such communications is able to
verify by codes or otherwise with a reasonable degree of certainty
the authenticity of the sender of such communication.
ARTICLE II
APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the
Custodian as custodian of all the Securities and moneys at any
time owned by the Fund during the period of this Agreement.
2. The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as hereinafter
set forth.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. Except as otherwise provided in paragraph 7 of this
Article and in Article VIII, the Fund will deliver or cause to be
delivered to the Custodian all Securities and all moneys owned by
any Series, including cash received for the issuance of such
Series' shares, at any time during the period of this Agreement
and shall specify the Series to which the same are to be
specifically allocated. The Custodian will not be responsible for
such Securities and such moneys until actually received by it.
The Custodian will be entitled to reverse any credits made on a
Series' behalf where such credits have been previously made and
moneys are not finally collected. The Fund shall deliver to the
Custodian a certified resolution of the Directors of the Fund
approving, authorizing and instructing the Custodian on a
continuous and on-going basis to deposit in the Book-Entry System
all Securities eligible for deposit therein and to utilize the
Book-Entry System to the extent possible in connection with its
performance hereunder, including, without limitation, in
connection with settlements of purchases and sales of Securities,
loans of Securities, and deliveries and returns of Securities
collateral. Prior to a deposit of Securities of a Series in the
Depository, the Fund shall deliver to the Custodian a certified
resolution of the Directors of the Fund approving, authorizing and
instructing the Custodian on a continuous and on-going basis until
instructed to the contrary by a Certificate actually received by
the Custodian to deposit in the Depository all Securities eligible
for deposit therein and to utilize the Depository to the extent
possible in connection with its performance hereunder, including,
without limitation, in connection with settlements of purchases
and sales of Securities, loans of Securities, and deliveries and
returns of Securities collateral. Securities and moneys of such
Series deposited in either the Book-Entry System or the Depository
will be represented in accounts which include only assets held by
the Custodian for customers, including, but not limited to,
accounts in which the Custodian acts in a fiduciary or
representative capacity. Prior to the Custodian's accepting,
utilizing and acting with respect to Clearing Member confirmations
for Options and transactions in Options as provided in this
Agreement, the Custodian shall have received a certified
resolution of the Fund's Board of Directors approving, authorizing
and instructing the Custodian on a continuous and on-going basis,
until instructed to the contrary by a Certificate actually
received by the Custodian, to accept, utilize and act in
accordance with such confirmations as provided in this Agreement.
2. The Custodian shall credit to a separate account in
the name of the Fund for each Series all moneys received by it for
the account of the Fund, with respect to such Series. Money
credited to the separate account for a Series shall be disbursed
by the Custodian only:
(a) In payment for Securities purchased, as provided in
Article IV hereof;
(b) In payment of dividends or distributions, as
provided in Article XI hereof;
(c) In payment of original issue or other taxes, as
provided in Article XII hereof;
(d) In payment for Shares redeemed by it, as provided
in Article XII hereof;
(e) Pursuant to Certificates setting forth the name and
address of the person to whom the payment is to be made, the
Series account from which payment is to be made and the purpose
for which payment is to be made; or
(f) In payment of the fees and in reimbursement of the
expenses and liabilities of the Custodian, as provided in Article
XV hereof.
3. Promptly after the close of business on each day,
the Custodian shall furnish the Fund with confirmations and a
summary of all transfers to or from the account of each Series
during said day. Where Securities are transferred to the account
of a Series, the Custodian shall also by book-entry or otherwise
identify as belonging to such Series a quantity of Securities in a
fungible bulk of Securities registered in the name of the
Custodian (or its nominee) or shown on the Custodian's account on
the books of the Book-Entry System or the Depository. At least
monthly and from time to time, the Custodian shall furnish the
Fund with a detailed statement of the Securities and moneys held
for each Series under this Agreement.
4. Except as otherwise provided in paragraph 7 of this
Article and in Article VIII, all Securities held for a Series,
which are issued or issuable only in bearer form, except such
Securities as are held in the Book-Entry System, shall be held by
the Custodian in that form; all other Securities held for a Series
may be registered in the name of such Series, in the name of any
duly appointed registered nominee of the Custodian as the
Custodian may from time to time determine, or in the name of the
Book-Entry System or the Depository or their successor or
successors, or their nominee or nominees. The Fund agrees to
furnish to the Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for transfer, or to
register in the name of its registered nominee or in the name of
the Book-Entry System or the Depository, any Securities which it
may hold for the account of a Series and which may from time to
time be registered in the name of such Series. The Custodian
shall hold all such Securities which are not held in the Book-
Entry System or in the Depository in a separate account in the
name of such Series physically segregated at all times from those
of any other person or persons.
5. Except as otherwise provided in this Agreement and
unless otherwise instructed to the contrary by a Certificate, the
Custodian by itself, or through the use of the Book-Entry System
or the Depository with respect to Securities therein deposited,
shall with respect to all Securities held for each Series in
accordance with this Agreement:
(a) Collect all income due or payable;
(b) Present for payment and collect the amount payable
upon such Securities which are called, but only if either (i) the
Custodian receives a written notice of such call, or (ii) notice
of such call appears in one or more of the publications listed in
Appendix C annexed hereto, which may be amended at any time by the
Custodian upon five business days' prior notification to the Fund;
(c) Present for payment and collect the amount payable
upon all Securities which may mature;
(d) Surrender Securities in temporary form for
definitive Securities;
(e) Execute, as Custodian, any necessary declarations
or certificates of ownership under the Federal Income Tax Laws or
the laws or regulations of any other taxing authority now or
hereafter in effect; and
(f) Hold directly, or through the Book-Entry System or
the Depository with respect to Securities therein deposited, for
the account of each Series all rights and similar securities
issued with respect to any Securities held by the Custodian
hereunder.
6. Upon receipt of a Certificate and not otherwise, the
Custodian, directly or through the use of the Book-Entry System or
the Depository, shall:
(a) Execute and deliver to such persons as may be
designated in such Certificate proxies, consents, authorizations,
and any other instruments whereby the authority of the Fund as
owner of any Securities may be exercised;
(b) Deliver any Securities held for the Series in
exchange for other Securities or cash issued or paid in connection
with the liquidation, reorganization, refinancing, merger,
consolidation or recapitalization of any corporation, or the
exercise of any conversion privilege;
(c) Deliver any Securities held for the Series to any
protective committee, reorganization committee or other person in
connection with the reorganization, refinancing, merger,
consolidation, recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to evidence such
delivery;
(d) Make such transfers or exchanges of the assets of
the Series and take such other steps as shall be stated in said
order to be for the purpose of effectuating any duly authorized
plan of liquidation, reorganization, merger, consolidation or
recapitalization of the Fund; and
(e) Present for payment and collect the amount payable
upon Securities not described in preceding paragraph 5(b) of this
Article which may be called as specified in the Certificate.
7. Notwithstanding any provision elsewhere contained
herein, the Custodian shall not be required to obtain possession
of any instrument or certificate representing any Futures
Contract, Option or Futures Contract Option until after it shall
have determined, or shall have received a Certificate from the
Fund stating, that any such instruments or certificates are
available. The Fund shall deliver to the Custodian such a
Certificate no later than the business day preceding the
availability of any such instrument or certificate. Prior to such
availability, the Custodian shall comply with Section 17(f) of the
Investment Company Act of 1940, as amended, in connection with the
purchase, sale, settlement, closing out or writing of Futures
Contracts, Options or Futures Contract Options by making payments
or deliveries specified in Certificates received by the Custodian
in connection with any such purchase, sale, writing, settlement or
closing out upon its receipt from a broker, dealer or futures
commission merchant of a statement or confirmation reasonably
believed by the Custodian to be in the form customarily used by
brokers, dealers, or futures commission merchants with respect to
such Futures Contracts, Options or Futures Contract Options, as
the case may be, confirming that such Security is held by such
broker, dealer or futures commission merchant, in book-entry form
or otherwise, in the name of the Custodian (or any nominee of the
Custodian) as custodian for the Fund, provided, however, that
payments to or deliveries from the Margin Account shall be made in
accordance with the terms and conditions of the Margin Account
Agreement. Whenever any such instruments or certificates are
available, the Custodian shall, notwithstanding any provision in
this Agreement to the contrary, make payment for any Futures
Contract, Option or Futures Contract Option for which such
instruments or such certificates are available only against the
delivery to the Custodian of such instrument or such certificate,
and deliver any Futures Contract, Option or Futures Contract
Option for which such instruments or such certificates are
available only against receipt by the Custodian of payment
therefor. Any such instrument or certificate delivered to the
Custodian shall be held by the Custodian hereunder in accordance
with, and subject to, the provisions of this Agreement.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN OPTIONS,
FUTURES CONTRACTS, FUTURES CONTRACT OPTIONS AND REVERSE
REPURCHASE AGREEMENTS
1. Promptly after each purchase of Securities by the
Fund, other than a purchase of any Option, Futures Contract,
Futures Contract Option or Reverse Repurchase Agreement, the Fund
shall deliver to the Custodian (i) with respect to each purchase
of Securities which are not Money Market Securities, a
Certificate, and (ii) with respect to each purchase of Money
Market Securities, a Certificate, Oral Instructions or Written
Instructions, specifying with respect to each such purchase: (a)
the Series to which the Securities purchased are to be
specifically allocated; (b) the name of the issuer and the title
of the Securities; (c) the number of shares or the principal
amount purchased and accrued interest, if any; (d) the date of
purchase and settlement; (e) the purchase price per unit; (f) the
total amount payable upon such purchase; (g) the name of the
person from whom or the broker through whom the purchase was made,
and the name of the clearing broker, if any; and (h) the name of
the broker to which payment is to be made. The Custodian shall,
upon receipt of Securities purchased by or for such Series, pay
out of the moneys held for the account of such Series the total
amount payable to the person from whom, or the broker through
whom, the purchase was made, provided that the same conforms to
the total amount payable as set forth in such Certificate, Oral
Instructions or Written Instructions.
2. Promptly after each sale of Securities by the Fund,
other than a sale of any Option, Futures Contract, Futures
Contract Option or Reverse Repurchase Agreement, the Fund shall
deliver to the Custodian (i) with respect to each sale of
Securities which are not Money Market Securities, a Certificate,
and (ii) with respect to each sale of Money Market Securities, a
Certificate, Oral Instructions or Written Instructions, specifying
with respect to each such sale: (a) the Series to which such
Securities sold were specifically allocated; (b) the name of the
issuer and the title of the Security; (c) the number of shares or
principal amount sold, and accrued interest, if any; (d) the date
of sale; (e) the sale price per unit; (f) the total amount payable
to such Series upon such sale; (g) the name of the broker through
whom or the person to whom the sale was made, and the name of the
clearing broker, if any; and (h) the name of the broker to whom
the Securities are to be delivered. The Custodian shall deliver
the Securities upon receipt of the total amount payable to the
Fund for the account of such Series upon such sale, provided that
the same conforms to the total amount payable as set forth in such
Certificate, Oral Instructions or Written Instructions. Subject
to the foregoing, the Custodian may accept payment in such form as
shall be satisfactory to it, and may deliver Securities and
arrange for payment in accordance with the customs prevailing
among dealers in Securities.
ARTICLE V
OPTIONS
1. Promptly after the purchase of any Option by the
Fund, the Fund shall deliver to the Custodian a Certificate
specifying with respect to each Option purchased: (a) the Series
to which the Option purchased is to be specifically allocated;
(b) the type of Option (put or call); (c) the name of the issuer
and the title and number of shares subject to such Option or, in
the case of a Stock Index Option, the stock index to which such
Option relates and the number of Stock Index Options purchased;
(d) the expiration date; (e) the exercise price; (f) the dates of
purchase and settlement; (g) the total amount payable by the Fund
for the account of such Series in connection with such purchase;
(h) the name of the Clearing Member through which such Option was
purchased; and (i) the name of the broker to whom payment is to be
made. The Custodian shall pay, upon receipt of a Clearing
Member's statement confirming the purchase of such Option held by
such Clearing Member for the account of the Custodian (or any duly
appointed and registered nominee of the Custodian) as custodian
for the Fund, out of moneys held for the account of such Series,
the total amount payable upon such purchase to the Clearing Member
through whom the purchase was made, provided that the same
conforms to the total amount payable as set forth in such
Certificate.
2. Promptly after the sale of any Option purchased by
the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to
the Custodian a Certificate specifying with respect to each such
sale: (a) the Series to which the Option sold was specifically
allocated; (b) the type of Option (put or call); (c) the name of
the issuer and the title and number of shares subject to such
Option or, in the case of a Stock Index Option, the stock index to
which such Option relates and the number of Stock Index Options
sold; (d) the date of sale; (e) the sale price; (f) the date of
settlement; (g) the total amount payable to the Fund for the
account of such Series upon such sale; and (h) the name of the
Clearing Member through which the sale was made. The Custodian
shall consent to the delivery of the Option sold by the Clearing
Member which previously supplied the confirmation described in
preceding paragraph 1 of this Article with respect to such Option
against payment to the Custodian of the total amount payable to
the Fund for the account of such Series, provided that the same
conforms to the total amount payable as set forth in such
Certificate.
3. Promptly after the exercise by the Fund of any Call
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall deliver to the Custodian a Certificate specifying with
respect to such Call Option: (a) the Series to which the Call
Option exercised was specifically allocated; (b) the name of the
issuer and the title and number of shares subject to the Call
Option; (c) the expiration date; (d) the date of exercise and
settlement; (e) the exercise price per share; (f) the total amount
to be paid by the Fund for the account of such Series upon such
exercise; and (g) the name of the Clearing Member through which
such Call Option was exercised. The Custodian shall, upon receipt
of the Securities underlying the Call Option which was exercised,
pay out of the moneys held for the account of such Series the
total amount payable to the Clearing Member through whom the Call
Option was exercised, provided that the same conforms to the total
amount payable as set forth in such Certificate.
4. Promptly after the exercise by the Fund of any Put
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall deliver to the Custodian a Certificate specifying with
respect to such Put Option: (a) the Series to which the Put
Option exercised was specifically allocated; (b) the name of the
issuer and the title and number of shares subject to the Put
Option; (c) the expiration date; (d) the date of exercise and
settlement; (e) the exercise price per share; (f) the total amount
to be paid to the Fund for the account of such Series upon such
exercise; and (g) the name of the Clearing Member through which
such Put Option was exercised. The Custodian shall, upon receipt
of the amount payable upon the exercise of the Put Option, deliver
or direct the Depository to deliver the Securities, provided the
same conforms to the amount payable to the Fund for the account of
such Series as set forth in such Certificate.
5. Promptly after the exercise by the Fund of any Stock
Index Option purchased by the Fund pursuant to paragraph 1 hereof,
the Fund shall deliver to the Custodian a Certificate specifying
with respect to such Stock Index Option: (a) the Series to which
the Stock Index Option exercised was specifically allocated;
(b) the type of Stock Index Option (put or call); (c) the number
of Options being exercised; (d) the stock index to which such
Option relates; (e) the expiration date; (f) the exercise price;
(g) the total amount to be received by the Fund for the account of
such Series in connection with such exercise; and (h) the Clearing
Member from which such payment is to be received.
6. Whenever the Fund writes a Covered Call Option, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Covered Call Option: (a) the
Series to which the Covered Call Option written is to be
specifically allocated; (b) the name of the issuer and the title
and number of shares for which the Covered Call Option was written
and which underlie the same; (c) the expiration date; (d) the
exercise price; (e) the premium to be received by the Fund for the
account of such Series; (f) the date such Covered Call Option was
written; and (g) the name of the Clearing Member through which the
premium is to be received. The Custodian shall deliver or cause
to be delivered, in exchange for receipt of the premium specified
in the Certificate with respect to such Covered Call Option, such
receipts as are required in accordance with the customs prevailing
among Clearing Members dealing in Covered Call Options and shall
impose, or direct the Depository to impose, upon the underlying
Securities specified in the Certificate such restrictions as may
be required by such receipts. Notwithstanding the foregoing, the
Custodian has the right, upon prior written notification to the
Fund, at any time to refuse to issue any receipts for Securities
in the possession of the Custodian and not deposited with the
Depository underlying a Covered Call Option.
7. Whenever a Covered Call Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate instructing the Custodian to deliver, or to direct the
Depository to deliver, the Securities subject to such Covered Call
Option and specifying: (a) the Series to which the Covered Call
Option exercised was specifically allocated; (b) the name of the
issuer and the title and number of shares subject to the Covered
Call Option; (c) the Clearing Member to whom the underlying
Securities are to be delivered; and (d) the total amount payable
to the Fund for the account of such Series upon such delivery.
Upon the return and/or cancellation of any receipts delivered
pursuant to paragraph 6 of this Article, the Custodian shall
deliver, or direct the Depository to deliver, the underlying
Securities as specified in the Certificate for the amount to be
received as set forth in such Certificate.
8. Whenever the Fund writes a Put Option, the Fund
shall promptly deliver to the Custodian a Certificate specifying
with respect to such Put Option: (a) the Series to which the Put
Option written is to be specifically allocated; (b) the name of
the issuer and the title and number of shares for which the Put
Option is written and which underlie the same; (c) the expiration
date; (d) the exercise price; (e) the premium to be received by
the Fund for the account of such Series; (f) the date such Put
Option is written; (g) the name of the Clearing Member through
which the premium is to be received and to whom a Put Option
guarantee letter is to be delivered; (h) the amount of cash,
and/or the amount and kind of Securities, if any, to be deposited
in the Segregated Security Account; and (i) the amount of cash
and/or the amount and kind of Securities to be deposited into the
Collateral Account. The Custodian shall, after making the
deposits into the Collateral Account specified in the Certificate,
issue a Put Option guarantee letter substantially in the form
utilized by the Custodian on the date hereof, and deliver the same
to the Clearing Member specified in the Certificate against
receipt of the premium specified in said Certificate.
Notwithstanding the foregoing, the Custodian shall be under no
obligation to issue any Put Option guarantee letter or similar
document if it is unable to make any of the representations
contained therein.
9. Whenever a Put Option written by the Fund and
described in the preceding paragraph is exercised, the Fund shall
promptly deliver to the Custodian a Certificate specifying: (a)
the Series to which the Put Option exercised was specifically
allocated; (b) the name of the issuer and title and number of
shares subject to the Put Option; (c) the Clearing Member from
which the underlying Securities are to be received; (d) the total
amount payable by the Fund upon such delivery; (e) the amount of
cash and/or the amount and kind of Securities to be withdrawn from
the Collateral Account; and (f) the amount of cash and/or the
amount and kind of Securities, if any, to be withdrawn from the
Segregated Security Account. Upon the return and/or cancellation
of any Put Option guarantee letter or similar document issued by
the Custodian in connection with such Put Option, the Custodian
shall pay out of the moneys held for the account of such Series
the total amount payable to the Clearing Member specified in the
Certificate as set forth in such Certificate, and shall make the
withdrawals specified in such Certificate.
10. Whenever the Fund writes a Stock Index Option, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Stock Index Option: (a) the
Series to which the Stock Index Option written is to be
specifically allocated; (b) whether such Stock Index Option is a
put or a call; (c) the number of Options written; (d) the stock
index to which such Option relates; (e) the expiration date;
(f) the exercise price; (g) the Clearing Member through which such
Option was written; (h) the premium to be received by the Fund for
the account of such Series; (i) the amount of cash and/or the
amount and kind of Securities, if any, to be deposited in the
Segregated Security Account; (j) the amount of cash and/or the
amount and kind of Securities, if any, to be deposited in the
Collateral Account; and (k) the amount of cash and/or the amount
and kind of Securities, if any, to be deposited in a Margin
Account, and the name in which such account is to be or has been
established. The Custodian shall, upon receipt of the premium
specified in the Certificate, make the deposits, if any, into the
Segregated Security Account specified in the Certificate, and
either (1) deliver such receipts, if any, which the Custodian has
specifically agreed to issue, which are in accordance with the
customs prevailing among Clearing Members in Stock Index Options
and make the deposits into the Collateral Account specified in the
Certificate, or (2) make the deposits into the Margin Account
specified in the Certificate.
11. Whenever a Stock Index Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to such Stock Index Option:
(a) the Series to which the Stock Index Option exercised was
specifically allocated; (b) such information as may be necessary
to identify the Stock Index Option being exercised; (c) the
Clearing Member through which such Stock Index Option is being
exercised; (d) the total amount payable upon such exercise, and
whether such amount is to be paid by or to the Fund for the
account of such Series; (e) the amount of cash and/or amount and
kind of Securities, if any, to be withdrawn from the Margin
Account; and (f) the amount of cash and/or amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account and the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Collateral Account.
Upon the return and/or cancellation of the receipt, if any,
delivered pursuant to the preceding paragraph of this Article, the
Custodian shall pay to the Clearing Member specified in the
Certificate the total amount payable, if any, as specified
therein.
12. Whenever the Fund purchases any Option identical to
a previously written Option described in paragraphs 6, 8 or 10 of
this Article in a transaction expressly designated as a "Closing
Purchase Transaction" in order to liquidate its position as a
writer of an Option, the Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to the Option
being purchased: (a) the Series to which the Option purchased is
to be specifically allocated; (b) that the transaction is a
Closing Purchase Transaction; (c) the name of the issuer and the
title and number of shares subject to the Option, or, in the case
of a Stock Index Option, the stock index to which such Option
relates and the number of Options held; (d) the exercise price;
(e) the premium to be paid by the Fund for the account of such
Series; (f) the expiration date; (g) the type of Option (put or
call); (h) the date of such purchase; (i) the name of the Clearing
Member to which the premium is to be paid; and (j) the amount of
cash and/or the amount and kind of Securities, if any, to be
withdrawn from the Collateral Account, a specified Margin Account
or the Segregated Security Account. Upon the Custodian's payment
of the premium and the return and/or cancellation of any receipt
issued pursuant to paragraphs 6, 8 or 10 of this Article with
respect to the Option being liquidated through the Closing
Purchase Transaction, the Custodian shall remove, or direct the
Depository to remove, the previously imposed restrictions on the
Securities underlying the Call Option.
13. Upon the expiration or exercise of, or consummation
of a Closing Purchase Transaction with respect to, any Option
purchased or written by the Fund and described in this Article,
the Custodian shall delete such Option from the statements
delivered to the Fund for the account of a Series pursuant to
paragraph 3 of Article III herein, and upon the return and/or
cancellation of any receipts issued by the Custodian, shall make
such withdrawals from the Collateral Account, the Margin Account
and/or the Segregated Security Account as may be specified in a
Certificate received in connection with such expiration, exercise,
or consummation.
ARTICLE VI
FUTURES CONTRACTS
1. Whenever the Fund shall enter into a Futures
Contract, the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Futures Contract (or with respect
to any number of identical Futures Contract(s)): (a) the Series
to which the Futures Contract entered into is to be specifically
allocated; (b) the category of Futures Contract (the name of the
underlying stock index or financial instrument); (c) the number of
identical Futures Contracts entered into; (d) the delivery or
settlement date of the Futures Contract(s); (e) the date the
Futures Contract(s) was (were) entered into and the maturity date;
(f) whether the Fund is buying (going long) or selling (going
short) on such Futures Contract(s); (g) the amount of cash and/or
the amount and kind of Securities, if any, to be deposited in the
Segregated Security Account; (h) the name of the broker, dealer or
futures commission merchant through which the Futures Contract was
entered into; and (i) the amount of fee or commission, if any, to
be paid and the name of the broker, dealer or futures commission
merchant to whom such amount is to be paid. The Custodian shall
make the deposits, if any, to the Margin Account in accordance
with the terms and conditions of the Margin Account Agreement.
The Custodian shall make payment of the fee or commission, if any,
specified in the Certificate and deposit in the Segregated
Security Account the amount of cash and/or the amount and kind of
Securities specified in said Certificate.
2. (a) Any variation margin payment or similar payment
required to be made by the Fund for the account of a Series to a
broker, dealer or futures commission merchant with respect to an
outstanding Futures Contract shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account
Agreement.
(b) Any variation margin payment or similar payment
from a broker, dealer or futures commission merchant to the Fund
with respect to an outstanding Futures Contract shall be received
and dealt with by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
3. Whenever a Futures Contract held by the Custodian
hereunder is retained by the Fund until delivery or settlement is
made on such Futures Contract, the Fund shall deliver to the
Custodian a Certificate specifying: (a) the Series to which the
Futures Contract retained is to be specifically allocated; (b) the
Futures Contract; (c) with respect to a Stock Index Futures
Contract, the total cash settlement amount to be paid or received,
and with respect to a Financial Futures Contract, the Securities
and/or amount of cash to be delivered or received; (d) the broker,
dealer or futures commission merchant to or from which payment or
delivery is to be made or received; and (e) the amount of cash
and/or Securities to be withdrawn from the Segregated Security
Account. The Custodian shall make the payment or delivery
specified in the Certificate and delete such Futures Contract from
the statements delivered to the Fund pursuant to paragraph 3 of
Article III herein.
4. Whenever the Fund shall enter into a Futures
Contract to offset a Futures Contract held by the Custodian
hereunder, the Fund shall deliver to the Custodian a Certificate
specifying: (a) the Series to which the offsetting Futures
Contract is to be specifically allocated; (b) the items of
information required in a Certificate described in paragraph 1 of
this Article, and (c) the Futures Contract being offset. The
Custodian shall make payment of the fee or commission, if any,
specified in the Certificate and delete the Futures Contract being
offset from the statements delivered to the Fund for the account
of such Series pursuant to paragraph 3 of Article III herein, and
make such withdrawals from the Segregated Security Account as may
be specified in such Certificate. The withdrawals, if any, to be
made from the Margin Account shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account
Agreement.
ARTICLE VII
FUTURES CONTRACT OPTIONS
1. Promptly after the purchase of any Futures Contract
Option by the Fund, the Fund shall deliver to the Custodian a
Certificate specifying with respect to such Futures Contract
Option: (a) the Series to which the Futures Contract Option
purchased is to be specifically allocated; (b) the type of Futures
Contract Option (put or call); (c) the type of Futures Contract
and such other information as may be necessary to identify the
Futures Contract underlying the Futures Contract Option purchased;
(d) the expiration date; (e) the exercise price; (f) the dates of
purchase and settlement; (g) the amount of premium to be paid by
the Fund for the account of such Series upon such purchase; (h)
the name of the broker or futures commission merchant through
which such option was purchased; and (i) the name of the broker or
futures commission merchant to whom payment is to be made. The
Custodian shall pay the total amount to be paid upon such purchase
to the broker or futures commission merchant through whom the
purchase was made, provided that the same conforms to the amount
set forth in such Certificate.
2. Promptly after the sale of any Futures Contract
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to each such sale: (a) the Series to
which the Futures Contract Option sold was specifically allocated;
(b) the type of Futures Contract Option (put or call); (c) the
type of Futures Contract and such other information as may be
necessary to identify the Futures Contract underlying the Futures
Contract Option; (d) the date of sale; (e) the sale price; (f) the
date of settlement; (g) the total amount payable to the Fund for
the account of such Series upon such sale; and (h) the name of the
broker or futures commission merchant through which the sale was
made. The Custodian shall consent to the cancellation of the
Futures Contract Option being closed against payment to the
Custodian of the total amount payable to the Fund for the account
of such Series, provided the same conforms to the total amount
payable as set forth in such Certificate.
3. Whenever a Futures Contract Option purchased by the
Fund pursuant to paragraph 1 is exercised by the Fund, the Fund
shall promptly deliver to the Custodian a Certificate specifying:
(a) the Series to which the Futures Contract Option exercised was
specifically allocated; (b) the particular Futures Contract Option
(put or call) being exercised; (c) the type of Futures Contract
underlying the Futures Contract Option; (d) the date of exercise;
(e) the name of the broker or futures commission merchant through
which the Futures Contract Option is exercised; (f) the net total
amount, if any, payable by the Fund for the account of such
Series; (g) the amount, if any, to be received by the Fund for the
account of such Series; and (h) the amount of cash and/or the
amount and kind of Securities to be deposited in the Segregated
Security Account. The Custodian shall make the payments, if any,
and the deposits, if any, into the Segregated Security Account as
specified in the Certificate. The deposits, if any, to be made to
the Margin Account shall be made by the Custodian in accordance
with the terms and conditions of the Margin Account Agreement.
4. Whenever the Fund writes a Futures Contract Option,
the Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Futures Contract Option: (a) the
Series to which the Futures Contract Option written is to be
specifically allocated; (b) the type of Futures Contract Option
(put or call); (c) the type of Futures Contract and such other
information as may be necessary to identify the Futures Contract
underlying the Futures Contract Option; (d) the expiration date;
(e) the exercise price; (f) the premium to be received by the Fund
for the account of such Series; (g) the name of the broker or
futures commission merchant through which the premium is to be
received; and (h) the amount of cash and/or the amount and kind of
Securities, if any, to be deposited in the Segregated Security
Account. The Custodian shall, upon receipt of the premium
specified in the Certificate, make the deposits into the
Segregated Security Account, if any, as specified in the
Certificate. The deposits, if any, to be made to the Margin
Account shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
5. Whenever a Futures Contract Option written by the
Fund which is a call is exercised, the Fund shall promptly deliver
to the Custodian a Certificate specifying: (a) the Series to
which the Futures Contract Option exercised was specifically
allocated; (b) the particular Futures Contract Option exercised;
(c) the type of Futures Contract underlying the Futures Contract
Option; (d) the name of the broker or futures commission merchant
through which such Futures Contract Option was exercised; (e) the
net total amount, if any, payable to the Fund for the account of
such Series upon such exercise; (f) the net total amount, if any,
payable by the Fund for the account of such Series upon such
exercise; and (g) the amount of cash and/or the amount and kind of
Securities to be deposited in the Segregated Security Account.
The Custodian shall, upon its receipt of the net total amount
payable to the Fund for the account of such Series, if any,
specified in such Certificate make the payments, if any, and the
deposits, if any, into the Segregated Security Account as
specified in the Certificate. The deposits, if any, to be made to
the Margin Account shall be made by the Custodian in accordance
with the terms and conditions of the Margin Account Agreement.
6. Whenever a Futures Contract Option which is written
by the Fund and which is a Put Option is exercised, the Fund shall
promptly deliver to the Custodian a Certificate specifying: (a)
the Series to which the Futures Contract Option exercised was
specifically allocated; (b) the particular Futures Contract Option
exercised; (c) the type of Futures Contract underlying such
Futures Contract Option; (d) the name of the broker or futures
commission merchant through which such Futures Contract Option is
exercised; (e) the net total amount, if any, payable to the Fund
for the account of such Series upon such exercise; (f) the net
total amount, if any, payable by the Fund for the account of such
Series upon such exercise; and (g) the amount and kind of
Securities and/or cash to be withdrawn from or deposited in the
Segregated Security Account, if any. The Custodian shall, upon
its receipt of the net total amount payable to the Fund for the
account of such Series, if any, specified in the Certificate, make
the payments, if any, and the deposits, if any, into the
Segregated Security Account as specified in the Certificate. The
deposits to and/or withdrawals from the Margin Account, if any,
shall be made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
7. Whenever the Fund purchases any Futures Contract
Option identical to a previously written Futures Contract Option
described in this Article in order to liquidate its position as a
writer of such Futures Contract Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to
the Futures Contract Option being purchased: (a) the Series to
which the Futures Contract Option purchased is to be specifically
allocated; (b) that the transaction is a closing transaction; (c)
the type of Futures Contract and such other information as may be
necessary to identify the Futures Contract underlying the Futures
Contract Option; (d) the exercise price; (e) the premium to be
paid by the Fund for the account of such Series; (f) the
expiration date; (g) the name of the broker or futures commission
merchant to which the premium is to be paid; and (h) the amount of
cash and/or the amount and kind of Securities, if any, to be
withdrawn from the Segregated Security Account. The Custodian
shall effect the withdrawals from the Segregated Security Account
specified in the Certificate. The withdrawals, if any, to be made
from the Margin Account shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account
Agreement.
8. Upon the expiration or exercise of, or consummation
of a closing transaction with respect to, any Futures Contract
Option written or purchased by the Fund and described in this
Article, the Custodian shall (a) delete such Futures Contract
Option from the statements delivered to the Fund pursuant to para-
graph 3 of Article III herein, and (b) make such withdrawals from,
and/or, in the case of an exercise, such deposits into, the
Segregated Security Account as may be specified in a Certificate.
The deposits to and/or withdrawals from the Margin Account, if
any, shall be made by the Custodian in accordance with the terms
and conditions of the Margin Account Agreement.
9. Futures Contracts acquired by the Fund through the
exercise of a Futures Contract Option described in this Article
shall be subject to Article VI hereof.
ARTICLE VIII
SHORT SALES
1. Promptly after any short sale, the Fund shall
deliver to the Custodian a Certificate specifying: (a) the Series
to which the short sale is to be specifically allocated; (b) the
name of the issuer and the title of the Security; (c) the number
of shares or principal amount sold, and accrued interest or
dividends, if any; (d) the dates of the sale and settlement; (e)
the sale price per unit; (f) the total amount credited to the Fund
for the account of such Series upon such sales, if any; (g) the
amount of cash and/or the amount and kind of Securities, if any,
which are to be deposited in a Margin Account and the name in
which such Margin Account has been or is to be established; (h)
the amount of cash and/or the amount and kind of Securities, if
any, to be deposited in a Segregated Security Account; and (i) the
name of the broker through which such short sale was made. The
Custodian shall upon its receipt of a statement from such broker
confirming such sale and that the total amount credited to the
Fund upon such sale, if any, as specified in the Certificate is
held by such broker for the account of the Custodian (or any
nominee of the Custodian) as custodian of the Fund, issue a
receipt or make the deposits into the Margin Account and the
Segregated Security Account specified in the Certificate.
2. In connection with the closing-out of any short
sale, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to each such closing-out: (a)
the Series to which the short sale being closed-out was
specifically allocated; (b) the name of the issuer and the title
of the Security; (c) the number of shares or the principal amount,
and accrued interest or dividends, if any, required to effect such
closing-out to be delivered to the broker; (d) the dates of the
closing-out and settlement; (e) the purchase price per unit; (f)
the net total amount payable to the Fund for the account of such
Series upon such closing-out; (g) the net total amount payable to
the broker upon such closing-out; (h) the amount of cash and the
amount and kind of Securities to be withdrawn, if any, from the
Margin Account; (i) the amount of cash and/or the amount and kind
of Securities, if any, to be withdrawn from the Segregated
Security Account; and (j) the name of the broker through which the
Fund is effecting such closing-out. The Custodian shall, upon
receipt of the net total amount payable to the Fund for the
account of such Series upon such closing-out and the return and/or
cancellation of the receipts, if any, issued by the custodian with
respect to the short sale being closed-out, pay out of the moneys
held for the account of the Series to the broker the net total
amount payable to the broker, and make the withdrawals from the
Margin Account and the Segregated Security Account, as the same
are specified in the Certificate.
ARTICLE IX
REVERSE REPURCHASE AGREEMENTS
1. Promptly after the Fund, on behalf of a Series,
enters into a Reverse Repurchase Agreement with respect to
Securities and money held by the Custodian hereunder, the Fund
shall deliver to the Custodian a Certificate or in the event such
Reverse Repurchase Agreement is a Money Market Security, a
Certificate, Oral Instructions or Written Instructions specifying:
(a) the Series to which the Reverse Repurchase Agreement is to be
specifically allocated; (b) the total amount payable to the Fund
for the account of such Series in connection with such Reverse
Repurchase Agreement; (c) the broker or dealer through or with
which the Reverse Repurchase Agreement is entered; (d) the amount
and kind of Securities to be delivered by the Fund to such broker
or dealer; (e) the date of such Reverse Repurchase Agreement; and
(f) the amount of cash and/or the amount and kind of Securities,
if any, to be deposited in a Segregated Security Account in
connection with such Reverse Repurchase Agreement. The Custodian
shall, upon receipt of the total amount payable to the Fund
specified in the Certificate, Oral Instructions or Written
Instructions make the delivery to the broker or dealer, and the
deposits, if any, to the Segregated Security Account, specified in
such Certificate, Oral Instructions or Written Instructions.
2. Upon the termination of a Reverse Repurchase
Agreement described in paragraph 1 of this Article, the Fund shall
promptly deliver a Certificate or, in the event such Reverse
Repurchase Agreement is a Money Market Security, a Certificate,
Oral Instructions or Written Instructions to the Custodian
specifying: (a) the Series to which the Reverse Repurchase
Agreement terminated was specifically allocated; (b) the Reverse
Repurchase Agreement being terminated; (c) the total amount
payable by the Fund for the account of such Series in connection
with such termination; (d) the amount and kind of Securities to be
received by the Fund for the account of such Series in connection
with such termination; (e) the date of termination; (f) the name
of the broker or dealer with or through which the Reverse
Repurchase Agreement is to be terminated; and (g) the amount of
cash and/or the amount and kind of Securities to be withdrawn from
the Segregated Security Account. The Custodian shall, upon
receipt of the amount and kind of Securities to be received by the
Fund specified in the Certificate, Oral Instructions or Written
Instructions, make the payment to the broker or dealer, and the
withdrawals, if any, from the Segregated Security Account,
specified in such Certificate, Oral Instructions or Written
Instructions.
ARTICLE X
CONCERNING MARGIN ACCOUNTS, SEGREGATED SECURITY
ACCOUNTS AND COLLATERAL ACCOUNTS
1. The Custodian shall, from time to time, make such
deposits to, or withdrawals from, a Segregated Security Account as
specified in a Certificate received by the Custodian. Such
Certificate shall specify the amount of cash and/or the amount and
kind of Securities to be deposited in, or withdrawn from, the
Segregated Security Account. In the event that the Fund fails to
specify in a Certificate the designated Series, the name of the
issuer, the title and the number of shares or the principal amount
of any particular Securities to be deposited by the Custodian
into, or withdrawn from, a Segregated Securities Account, the
Custodian shall be under no obligation to make any such deposit or
withdrawal and shall so notify the Fund.
2. The Custodian shall make deliveries or payments from
a Margin Account to the broker, dealer, futures commission
merchant or Clearing Member in whose name, or for whose benefit,
the account was established as specified in the Margin Account
Agreement.
3. Amounts received by the Custodian as payments or
distributions with respect to Securities deposited in any Margin
Account shall be dealt with in accordance with the terms and
conditions of the Margin Account Agreement.
4. The Custodian shall have a continuing lien and
security interest in and to any property at any time held by the
Custodian in any Collateral Account described herein. In
accordance with applicable law, the Custodian may enforce its lien
and realize on any such property whenever the Custodian has made
payment or delivery pursuant to any Put Option guarantee letter or
similar document or any receipt issued hereunder by the Custodian.
In the event the Custodian should realize on any such property net
proceeds which are less than the Custodian's obligations under any
Put Option guarantee letter or similar document or any receipt,
such deficiency shall be a debt owed the Custodian by the Fund
within the scope of Article XIII herein.
5. On each business day, the Custodian shall furnish
the Fund with respect to each Series a statement with respect to
each Margin Account in which money or Securities are held
specifying as of the close of business on the previous business
day: (a) the name of the Margin Account; (b) the amount and kind
of Securities held therein; and (c) the amount of money held
therein. The Custodian shall make available upon request to any
broker, dealer or futures commission merchant specified in the
name of a Margin Account a copy of the statement furnished the
Fund with respect to such Margin Account.
6. Promptly after the close of business on each
business day in which cash and/or Securities are maintained in a
Collateral Account, the Custodian shall furnish the Fund with a
Statement with respect to such Collateral Account specifying the
amount of cash and/or the amount and kind of Securities held
therein. No later than the close of business next succeeding the
delivery to the Fund of such statement, the Fund shall furnish to
the Custodian a Certificate or Written Instructions specifying the
then market value of the securities described in such statement.
In the event such then market value is indicated to be less than
the Custodian's obligation with respect to any outstanding Put
Option, guarantee letter or similar document, the Fund shall
promptly specify in a Certificate the additional cash and/or
Securities to be deposited in such Collateral Account to eliminate
such deficiency.
ARTICLE XI
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. For each Series, the Fund shall furnish to the
Custodian a copy of the resolution of the Directors, certified by
the Secretary or any Assistant Secretary, either (i) setting forth
the date of the declaration of a dividend or distribution, the
date of payment thereof, the record date as of which shareholders
entitled to payment shall be determined, the amount payable per
share to the shareholders of record as of that date and the total
amount payable to the Dividend Agent of the Fund on the payment
date, or (ii) authorizing the declaration of dividends and
distributions on a daily basis and authorizing the Custodian to
rely on Oral Instructions, Written Instructions or a Certificate
setting forth the date of the declaration of such dividend or
distribution, the date of payment thereof, the record date as of
which shareholders entitled to payment shall be determined, the
amount payable per share to the shareholders of record as of that
date and the total amount payable to the Dividend Agent on the
payment date.
2. Upon the payment date specified in such resolution,
Oral Instructions, Written Instructions or Certificate, as the
case may be, the Custodian shall pay out of the moneys held for
the account of the Series the total amount payable to the Dividend
Agent of the Fund.
ARTICLE XII
SALE AND REDEMPTION OF SHARES OF COMMON STOCK
1. Whenever the Fund shall sell any Series' Shares, the
Fund shall deliver to the Custodian a Certificate duly specifying:
(a) The number of Shares sold, trade date, and price;
and
(b) The amount of money to be received by the Custodian
for the sale of such Shares.
2. Upon receipt of such money from the Transfer Agent,
the Custodian shall credit such money to the account of such
Series.
3. Upon issuance of any Series' Shares in accordance
with the foregoing provisions of this Article, the Custodian shall
pay, out of the money held for the account of such Series, all
original issue or other taxes required to be paid by the Fund for
the account of such Series in connection with such issuance upon
the receipt of a Certificate specifying the amount to be paid.
4. Except as provided hereinafter, whenever the Fund
shall hereafter redeem any Series' Shares, the Fund shall furnish
to the Custodian a Certificate specifying:
(a) The number of Shares redeemed; and
(b) The amount to be paid for the Shares redeemed.
5. Upon receipt from the Transfer Agent of an advice
setting forth the number of a Series' Shares received by the
Transfer Agent for redemption and that such Shares are valid and
in good form for redemption, the Custodian shall make payment to
the Transfer Agent out of the moneys held for the account of such
Series of the total amount specified in the Certificate issued
pursuant to the foregoing paragraph 4 of this Article.
ARTICLE XIII
OVERDRAFTS OR INDEBTEDNESS
1. If the Custodian should in its sole discretion
advance funds on behalf of a Series which results in an overdraft
because the moneys held by the Custodian for the account of such
Series shall be insufficient to pay the total amount payable upon
a purchase of Securities as set forth in a Certificate or Oral
Instructions issued pursuant to Article IV, or which results in an
overdraft in the account for such Series for some other reason, or
if a Series is for any other reason indebted to the Custodian
(except a borrowing for investment or for temporary or emergency
purposes using Securities as collateral pursuant to a separate
agreement and subject to the provisions of paragraph 2 of this
Article XIII), such overdraft or indebtedness shall be deemed to
be a loan made by the Custodian to such Series payable on demand
and shall bear interest from the date incurred at a rate per annum
(based on a 360-day year for the actual number of days involved)
equal to the Federal Funds Rate, such rate to be adjusted on the
effective date of any change in such Federal Funds Rate. Any such
overdraft or indebtedness shall be reduced by an amount equal to
the total of all amounts due such Series which have not been
collected by the Custodian on behalf of such Series when due
because of the failure of the Custodian to make timely demand or
presentment for payment. In addition, the Fund hereby agrees that
the Custodian shall have a continuing lien and security interest
in and to any property at any time held by it for the benefit of
such Series or in which such Series may have an interest which is
then in the Custodian's possession or control or in possession or
control of any third party acting in the Custodian's behalf. The
Fund authorizes the Custodian, in its sole discretion, at any time
to charge any such overdraft or indebtedness together with
interest due thereon against any balance of account standing to
such Series' credit on the Custodian's books.
2. The Fund will cause to be delivered to the Custodian
by any bank (including, if the borrowing is pursuant to a separate
agreement, the Custodian) from which it borrows money for
investment or for temporary or emergency purposes using Securities
in a Series' portfolio as collateral for such borrowings, a notice
or undertaking in the form currently employed by any such bank
setting forth the amount which such bank will loan to the Fund
against delivery of a stated amount of collateral. The Fund shall
promptly deliver to the Custodian a Certificate specifying with
respect to each such borrowing: (a) the Series to which the
borrowing relates; (b) the name of the bank; (c) the amount and
terms of the borrowing, which may be set forth by incorporating by
reference an attached promissory note, duly endorsed by the Fund,
or other loan agreement; (d) the time and date, if known, on which
the loan is to be entered into; (e) the date on which the loan
becomes due and payable; (f) the total amount payable to the Fund
for the account of such Series on the borrowing date; (g) the
market value of Securities to be delivered as collateral for such
loan, including the name of the issuer, the title and the number
of shares or the principal amount of any particular Securities;
and (h) a statement specifying whether such loan is for investment
purposes or for temporary or emergency purposes and that such loan
is in conformance with the Investment Company Act of 1940 and the
Fund's prospectus. The Custodian shall deliver on the borrowing
date specified in a Certificate the specified collateral and the
executed promissory note, if any, against delivery by the lending
bank of the total amount of the loan payable, provided that the
same conforms to the total amount payable as set forth in the
Certificate. The Custodian may, at the option of the lending
bank, keep such collateral in its possession, but such collateral
shall be subject to all rights therein given the lending bank by
virtue of any promissory note or loan agreement. The Custodian
shall deliver such Securities as additional collateral as may be
specified in a Certificate to collateralize further any
transaction described in this paragraph. The Fund shall cause all
Securities released from collateral status to be returned directly
to the Custodian, and the Custodian shall receive from time to
time such return of collateral as may be tendered to it. In the
event that the Fund fails to specify in a Certificate the Series,
the name of the issuer, the title and number of shares or the
principal amount of any particular Securities to be delivered as
collateral by the Custodian, the Custodian shall not be under any
obligation to deliver any Securities.
ARTICLE XIV
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. If the Fund is permitted by the terms of its
Articles of Incorporation and as disclosed in its most recent and
currently effective prospectus to lend the portfolio Securities of
a Series, within 24 hours after each loan of portfolio Securities
the Fund shall deliver or cause to be delivered to the Custodian a
Certificate specifying with respect to each such loan: (a) the
Series to which the Securities to be loaned are specifically
allocated; (b) the name of the issuer and the title of the
Securities; (c) the number of shares or the principal amount
loaned; (d) the date of loan and delivery; (e) the total amount to
be delivered to the Custodian against the loan of the Securities,
including the amount of cash collateral and the premium, if any,
separately identified; and (f) the name of the broker, dealer or
financial institution to which the loan was made. The Custodian
shall deliver the Securities thus designated to the broker, dealer
or financial institution to which the loan was made upon receipt
of the total amount designated as to be delivered against the loan
of Securities. The Custodian may accept payment in connection
with a delivery otherwise than through the Book-Entry System or
Depository only in the form of a certified or bank cashier's check
payable to the order of the Fund or the Custodian drawn on New
York Clearing House funds and may deliver Securities in accordance
with the customs prevailing among dealers in securities.
2. Promptly after each termination of the loan of
Securities by the Fund, the Fund shall deliver or cause to be
delivered to the Custodian a Certificate specifying with respect
to each such loan termination and return of Securities: (a) the
Series to which the Securities to be returned are specifically
allocated; (b) the name of the issuer and the title of the
Securities to be returned; (c) the number of shares or the
principal amount to be returned; (d) the date of termination; (e)
the total amount to be delivered by the Custodian (including the
cash collateral for such Securities minus any offsetting credits
as described in said Certificate); and (f) the name of the broker,
dealer or financial institution from which the Securities will be
returned. The Custodian shall receive all Securities returned
from the broker, dealer, or financial institution to which such
Securities were loaned and upon receipt thereof shall pay, out of
the moneys held for the account of the Series specified in the
Certificate, the total amount payable upon such return of
Securities as set forth in the Certificate.
ARTICLE XV
CONCERNING THE CUSTODIAN
1. Except as hereinafter provided, neither the
Custodian nor its nominee shall be liable for any loss or damage,
including counsel fees, resulting from its action or omission to
act or otherwise, either hereunder or under any Margin Account
Agreement, except for any such loss or damage arising out of its
own negligence or willful misconduct. The Custodian may, with
respect to questions of law arising hereunder or under any Margin
Account Agreement, apply for and obtain the advice and opinion of
counsel to the Fund or of its own counsel, at the expense of the
Fund, and shall be fully protected with respect to anything done
or omitted by it in good faith in conformity with such advice or
opinion. The Custodian shall be liable to the Fund for any loss
or damage resulting from the use of the Book-Entry System or any
Depository arising by reason of any negligence, misfeasance or
willful misconduct on the part of the Custodian or any of its
employees or agents.
2. Without limiting the generality of the foregoing,
the Custodian shall be under no obligation to inquire into, and
shall not be liable for:
(a) The validity of the issue of any Securities
purchased, sold or written by or for the Fund, the legality of the
purchase, sale or writing thereof, or the propriety of the amount
paid or received therefor;
(b) The legality of the issue or sale of any of the
Fund's Shares, or the sufficiency of the amount to be received
therefor;
(c) The legality of the redemption of any Shares, or
the propriety of the amount to be paid therefor;
(d) The legality of the declaration or payment of any
dividend by the Fund;
(e) The legality of any borrowing by the Fund using
Securities as collateral;
(f) The legality of any loan of portfolio Securities
pursuant to Article XIV of this Agreement, nor shall the Custodian
be under any duty or obligation to see to it that any cash
collateral delivered to it by a broker, dealer or financial
institution or held by it at any time as a result of such loan of
portfolio Securities of the Fund is adequate collateral for the
Fund against any loss it might sustain as a result of such loan.
The Custodian specifically, but not by way of limitation, shall
not be under any duty or obligation periodically to check or
notify the Fund that the amount of such cash collateral held by it
for the Fund is sufficient collateral for the Fund, but such duty
or obligation shall be the sole responsibility of the Fund. In
addition, the Custodian shall be under no duty or obligation to
see that any broker, dealer or financial institution to which
portfolio Securities of the Fund are lent pursuant to Article XIV
of this Agreement makes payment to it of any dividends or interest
which are payable to or for the account of the applicable Series
of the Fund during the period of such loan or at the termination
of such loan, provided, however, that the Custodian shall promptly
notify the Fund in the event that such dividends or interest are
not paid and received when due; or
(g) The sufficiency or value of any amounts of money
and/or Securities held in any Margin Account, Segregated Security
Account or Collateral Account in connection with transactions by
the Fund. In addition, the Custodian shall be under no duty or
obligation to see that any broker, dealer, futures commission
merchant or Clearing Member makes payment to the Fund of any
variation margin payment or similar payment which the Fund may be
entitled to receive from such broker, dealer, futures commission
merchant or Clearing Member, to see that any payment received by
the Custodian from any broker, dealer, futures commission merchant
or Clearing Member is the amount the Fund is entitled to receive,
or to notify the Fund of the Custodian's receipt or non-receipt of
any such payment; provided however that the Custodian, upon the
Fund's written request, shall, as Custodian, demand from any
broker, dealer, futures commission merchant or Clearing Member
identified by the Fund the payment of any variation margin payment
or similar payment that the Fund asserts it is entitled to receive
pursuant to the terms of a Margin Account Agreement or otherwise
from such broker, dealer, futures commission merchant or Clearing
Member.
3. The Custodian shall not be liable for, or considered
to be the Custodian of, any money, whether or not represented by
any check, draft or other instrument for the payment of money,
received by it on behalf of the Fund until the Custodian actually
receives and collects such money directly or by the final
crediting of the account representing the Fund's interest at the
Book-Entry System or the Depository.
4. The Custodian shall have no responsibility and shall
not be liable for ascertaining or acting upon any calls,
conversions, exchange, offers, tenders, interest rate changes or
similar matters relating to Securities held in the Depository,
unless the Custodian shall have actually received timely notice
from the Depository. In no event shall the Custodian have any
responsibility or liability for the failure of the Depository to
collect, or for the late collection or late crediting by the
Depository of any amount payable upon Securities deposited in the
Depository which may mature or be redeemed, retired, called or
otherwise become payable. However, upon receipt of a Certificate
from the Fund of an overdue amount on Securities held in the
Depository, the Custodian shall make a claim against the
Depository on behalf of the Fund, except that the Custodian shall
not be under any obligation to appear in, prosecute or defend any
action, suit or proceeding in respect to any Securities held by
the Depository which in its opinion may involve it in expense or
liability, unless indemnity satisfactory to it against all expense
and liability be furnished as often as may be required.
5. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount due
to the Fund from the Transfer Agent of the Fund nor to take any
action to effect payment or distribution by the Transfer Agent of
the Fund of any amount paid by the Custodian to the Transfer Agent
of the Fund in accordance with this Agreement.
6. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount, if
the Securities upon which such amount is payable are in default,
or if payment is refused after due demand or presentation, unless
and until (i) it shall be directed to take such action by a
Certificate and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any
such action.
7. The Custodian may appoint one or more banking
institutions as Depository or Depositories or as Sub-Custodian or
Sub-Custodians, including, but not limited to, banking
institutions located in foreign countries, of Securities and
moneys at any time owned by the Fund, upon terms and conditions
approved in a Certificate, which shall, if requested by the
Custodian, be accompanied by an approving resolution of the Fund's
Board of Directors adopted in accordance with Rule 17f-5 under the
Investment Company Act of 1940, as amended.
8. The Custodian shall not be under any duty or
obligation to ascertain whether any Securities at any time
delivered to or held by it for the account of the Fund are such as
properly may be held by the Fund under the provisions of its
Articles of Incorporation.
9. The Custodian shall be entitled to receive and the
Fund agrees to pay to the Custodian all out-of-pocket expenses and
such compensation and fees as are specified on Schedule A hereto.
The Custodian may charge such compensation and any expenses
incurred by the Custodian in the performance of its duties
pursuant to such agreement against any money held by it for the
account of the Fund. The Custodian shall also be entitled to
charge against any money held by it for the account of the Fund
the amount of any loss, damage, liability or expense, including
counsel fees, for which it shall be entitled to reimbursement
under the provisions of this Agreement. The expenses which the
Custodian may charge against the account of the Fund include, but
are not limited to, the expenses of Sub-Custodians and foreign
branches of the Custodian incurred in settling outside of New York
City transactions involving the purchase and sale of Securities of
the Fund.
10. The Custodian shall be entitled to rely upon any
Certificate, notice or other instrument in writing received by the
Custodian and reasonably believed by the Custodian to be a
Certificate. The Custodian shall be entitled to rely upon any
Oral Instructions and any Written Instructions actually received
by the Custodian pursuant to Article IV or XI hereof. The Fund
agrees to forward to the Custodian a Certificate or facsimile
thereof, confirming such Oral Instructions or Written Instructions
in such manner so that such Certificate or facsimile thereof is
received by the Custodian, whether by hand delivery, telex or
otherwise, by the close of business of the same day that such Oral
Instructions or Written Instructions are given to the Custodian.
The Fund agrees that the fact that such confirming instructions
are not received by the Custodian shall in no way affect the
validity of the transactions or enforceability of the transactions
hereby authorized by the Fund. The Fund agrees that the Custodian
shall incur no liability to the Fund in acting upon Oral
Instructions given to the Custodian hereunder concerning such
transactions, provided such instructions reasonably appear to have
been received from an Authorized Person.
11. The Custodian shall be entitled to rely upon any
instrument, instruction or notice received by the Custodian and
reasonably believed by the Custodian to be given in accordance
with the terms and conditions of any Margin Account Agreement.
Without limiting the generality of the foregoing, the Custodian
shall be under no duty to inquire into, and shall not be liable
for, the accuracy of any statements or representations contained
in any such instrument or other notice including, without
limitation, any specification of any amount to be paid to a
broker, dealer, futures commission merchant or Clearing Member.
12. The books and records pertaining to the Fund which
are in the possession of the Custodian shall be the property of
the Fund. Such books and records shall be prepared and maintained
as required by the Investment Company Act of 1940, as amended, and
other applicable securities laws and rules and regulations. The
Fund, or the Fund's authorized representatives, shall have access
to such books and records during the Custodian's normal business
hours. Upon the reasonable request of the Fund, copies of any
such books and records shall be provided by the Custodian to the
Fund or the Fund's authorized representative at the Fund's
expense.
13. The Custodian shall provide the Fund with any
report obtained by the Custodian on the system of internal
accounting control of the Book-Entry System or the Depository, or
O.C.C., and with such reports on its own systems of internal
accounting control as the Fund may reasonably request from time to
time.
14. Subject to the foregoing provisions of this
Agreement, the Custodian may deliver and receive Securities, and
receipts with respect to such Securities, and arrange for payments
to be made and received by the Custodian in accordance with the
customs prevailing from time to time among brokers or dealers in
such Securities.
15. The Custodian shall have no duties or responsi-
bilities whatsoever except such duties and responsibilities as are
specifically set forth in this Agreement, and no covenant or
obligation shall be implied in this Agreement against the
Custodian.
16. The Custodian shall not be required to prosecute or
defend any legal proceedings involving the assets of the Fund or
any property or interest in property held hereunder, or to take
any other action unless it shall be first indemnified to its
satisfaction in respect to such proposed action. The Custodian
shall notify the Fund of any class action involving a security
held hereunder of which the Custodian receives notice.
ARTICLE XVI
TERMINATION
1. Either of the parties hereto may terminate this
Agreement by giving the other party a notice in writing specifying
the date of such termination, which shall be not less than ninety
(90) days after the date of giving such notice. In the event such
notice is given by the Fund, it shall be accompanied by a copy of
a resolution of the Board of Directors of the Fund, certified by
the Secretary or any Assistant Secretary, electing to terminate
this Agreement and designating a successor custodian or
custodians, each of which shall be a bank or trust company having
not less than $2,000,000 aggregate capital, surplus and undivided
profits. In the event such notice is given by the Custodian, the
Fund shall, on or before the termination date, deliver to the
Custodian a copy of a resolution of its Board of Directors,
certified by the Secretary or any Assistant Secretary, designating
a successor custodian or custodians. In the absence of such
designation by the Fund, the Custodian may designate a successor
custodian which shall be a bank or trust company having not less
than $2,000,000 aggregate capital, surplus and undivided profits.
Upon the date set forth in such notice, this Agreement shall
terminate and the Custodian shall, upon receipt of a notice of
acceptance by the successor custodian, on that date deliver
directly to the successor custodian all Securities and moneys then
owned by the Fund and held by it as Custodian, after deducting all
fees, expenses and other amounts for the payment or reimbursement
of which it shall then be entitled.
2. If a successor custodian is not designated by the
Fund or the Custodian in accordance with the preceding paragraph,
the Fund shall, upon the date specified in the notice of
termination of this Agreement and upon the delivery by the
Custodian of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and
moneys then owned by the Fund, be deemed to be its own custodian,
and the Custodian shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement, other than the duty
with respect to Securities held in the Book-Entry System, in any
Depository or by a Clearing Member which cannot be delivered to
the Fund, to hold such Securities hereunder in accordance with
this Agreement.
ARTICLE XVII
MISCELLANEOUS
1. Annexed hereto as Appendix A is a Certificate
setting forth the names of the present Authorized Persons. The
Fund agrees to furnish to the Custodian a new Certificate in
similar form in the event that any such present Authorized Person
ceases to be an Authorized Person or in the event that other or
additional Authorized Persons are elected or appointed. Until
such new Certificate shall be received, the Custodian shall be
fully protected in acting under the provisions of this Agreement
upon Oral Instructions or signatures of the present Authorized
Persons as set forth in the last delivered Certificate.
2. Annexed hereto as Appendix B is a Certificate signed
by two of the present Officers of the Fund setting forth the names
of the present Officers of the Fund. The Fund agrees to furnish
to the Custodian a new Certificate in similar form in the event
any such present Officer ceases to be an Officer of the Fund, or
in the event that other or additional Officers are elected or
appointed. Until such new Certificate shall be received, the
Custodian shall be fully protected in acting under the provisions
of this Agreement upon the signatures of the Officers as set forth
in the last delivered Certificate.
3. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Custodian, shall be sufficiently given if addressed to the
Custodian and mailed or delivered to it at its offices at 411 West
Lafayette, 2nd Floor, Detroit, Michigan 48226, Attention: Julie
A. Elya, or at such other place as the Custodian may from time to
time designate in writing.
4. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the Fund,
shall be sufficiently given if addressed to the Fund and mailed or
delivered to it at its offices at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or at such other place as the Fund
may from time to time designate in writing.
5. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties with
the same formality as this Agreement and approved by a resolution
of the Board of Directors of the Fund.
6. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and
assigns; provided, however, that this Agreement shall not be
assignable by the Fund without the written consent of the
Custodian, or by the Custodian without the written consent of the
Fund, authorized or approved by a resolution of its Board of
Directors.
7. This Agreement shall be construed in accordance with
the laws of the State of New York. The parties hereto, however,
agree that deposits to and withdrawals from the custody account
shall be deemed to be made in the State of Michigan.
8. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but
such counterparts shall, together, constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective Officers, thereunto
duly authorized, as of the day and year first above written.
DREYFUS-WILSHIRE TARGET FUNDS, INC.
By: /s/ Steven F. Newman
--------------------
Attest:
/s/ Christine Pavalos
- ---------------------
COMERICA BANK
By: /s/ Julie Elya
------------------------
Assistant Vice President
Attest:
/s/ Eric C. Oppenheim
- ---------------------
APPENDIX A
DREYFUS-WILSHIRE TARGET FUNDS, INC.
AUTHORIZED SIGNATORIES:
CASH ACCOUNT AND/OR CUSTODIAN
ACCOUNT FOR PORTFOLIO SECURITIES
TRANSACTIONS
Group I Group II
All current Fund officers, Paul R. Casti, Jr. Alan Eisner
Frank Brensic, Frank Greene, Jeffrey N. Nachman Lawrence Greene
Anna Mancini, Phyllis Meiner, John J. Pyburn Julian Smerling
William McDowell, Lisa Parrett Joseph DiMartino Thomas Durante
and William Maeder Robert Dubuss James Windels
Joseph Connolly Paul Molloy
Gregory Gruber
Cash Account
1. Fees payable to Comerica Bank, a Michigan banking
corporation, pursuant to written agreement with the
Fund for services rendered in its capacity as Custodian
or agent of the Fund, or to The Shareholder Services
Group, Inc. in its capacity as Transfer Agent or agent
of the Fund:
Two (2) signatures required, one of which must be
from Group II, except that an officer of the Fund
who also is listed in Group II shall sign only
once.
2. Other expenses of the Fund, $5,000 and under:
Any combination of two (2) signatures from either
Group I or Group II, or both such Groups, except
that an officer of the Fund who also is listed in
Group II shall sign only once.
3. Other expenses of the Fund, over $5,000 but not over
$25,000:
Two (2) signatures required, one of which must be
from Group II, except that an officer of the Fund
who also is listed in Group II shall sign only
once.
4. Other expenses of the Fund, over $25,000:
Two (2) signatures required, one from Group I or
Group II, including any one of the following:
Paul R. Casti, Jr., James Windels, Jeffrey N.
Nachman, John J. Pyburn or Alan Eisner, except
that no individual shall be authorized to sign
more than once.
Custodian Account for Portfolio Securities Transactions
Two (2) signatures required from any of the following:
All current Fund officers, and Frank Brensic,
Joseph DiMartino, Robert Dubuss, Alan Eisner,
Michael Fiore, Lawrence Greene, Nancy Jones, Anna
Mancini, Julian Smerling, Paul Casti, Jr., William
McDowell, Michael McCarthy, Marc Weiden, James
Windels, William Maeder, Andrew Oh, Lisa Parrett,
Scott Hyndman, Michael Stalzer and Rob Robol.
DREYFUS-WILSHIRE TARGET FUNDS, INC.
CUSTODY AGREEMENT
APPENDIX B
The undersigned Officers of the Fund do hereby certify
that the following individuals, whose specimen signatures are on
file with Comerica Bank, have been duly elected or appointed by
the Fund's Board to the position set forth opposite their names
and have qualified therefor:
Name Position
Joseph S. DiMartino President
Elie M. Genadry Senior Vice President
Daniel C. Maclean Vice President
Mark N. Jacobs Vice President
Jeffrey N. Nachman Vice President and
Treasurer
James M. Windels Controller
Steven F. Newman Secretary
Christine Pavalos Assistant Secretary
Richard L. Dixon Investment Officer
Thomas D. Stevens Investment Officer
/s/ Steven F. Newman /s/ Christine Pavalos
- -------------------- ---------------------
Title: Secretary Title: Assistant Secretary
CUSTODY AGREEMENT
APPENDIX C
The following are designated publications for purposes
of paragraph 5(b) of Article III:
The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
The New York Times
Standard & Poor's Called Bond Record
The Wall Street Journal
CUSTODY AGREEMENT
APPENDIX D
Name of Series
Large Company Growth Portfolio
Large Company Value Portfolio
Small Company Growth Portfolio
Small Company Value Portfolio
SCHEDULE A
FIRST 1,500,000,000 1.00 BP
NEXT 1,000,000,000 0.50 BP
NEXT 1,000,000,000 0.25 BP
NEXT 1,000,000,000 0.25 BP
NEXT 1,000,000,000 0.25 BP
NEXT 1,000,000,000 0.25 BP
NEXT 1,000,000,000 0.25 BP
NEXT 1,000,000,000 0.25 BP
plus a $2.00 per transaction charge.
Asset values are based on the sum total of all related
accounts.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion of our report dated October 5, 1994
appearing in Post-Effective Amendment No. 4 to the Registration
Statement (Form N-1A) of Dreyfus-Wilshire Target Funds, Inc. to
be filed with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended.
We also consent to the reference to our firm under the captions
"Financial Highlights" in the prospectus and "Custodian,
Transfer and Dividend Disbursing Agent, Counsel and Independent
Accountants" in the Statement of Additional Information.
COOPERS & LYBRAND L.L.P.
New York, New York
October 28, 1994
OTHER EXHIBIT (a)
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frederick C. Dey, Eric
B. Fischman, Ruth D. Leibert and John E. Pelletier and each of them, with
full power to act without the other, his or her true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities
(until revoked in writing) to sign any and all amendments to
theRegistrationStatement for each Fund listed on Schedule A attached hereto
(including post-effective amendments and amendments thereto), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing ratifying and confirming
allthatsaid attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be done by
virtuehereof.
/s/ David P. Feldman
____________________________________
David P. Feldman, Board Member
/s/ Jack R. Meyer
____________________________________
Jack R. Meyer, Board Member
/s/ Jan J. Sagett
____________________________________
Jan J. Sagett*, Board Member
/s/ John Szarkowski
____________________________________
John Szarkowski, Board Member
/s/ Anne Wexler
____________________________________
Anne Wexler, Board Member
* Dreyfus Edison Electric Index Fund, Inc. only
Dated: August 29, 1994
SCHEDULE A
Dreyfus Edison Electric Index Fund, Inc.
Dreyfus-Wilshire Target Funds, Inc.
Dreyfus Stock Index Fund
Peoples Index Fund, Inc.
Peoples S&P MidCap Index Fund, Inc.
OTHER EXHIBIT (b)
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frederick C. Dey,
Eric B. Fischman, Ruth D. Leibert and John E. Pelletier and each of them,
with full power to act without the other, her true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for
her and in her name, place and stead, in any and all capacities (until
revoked in writing) to sign any and all amendments to the Registration
Statement for Dreyfus-Wilshire Target Funds, Inc. (including post-
effective amendments and amendments thereto), and to file the same, with
all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and
perform each and every act and thing ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereto.
/s/ Marie E. Connolly
________________________________ October 5, 1994
Marie E. Connolly, President
OTHER EXHIBIT (c)
DREYFUS-WILSHIRE TARGET FUNDS, INC.
Certificate of Assistant Secretary
The undersigned, Ruth D. Leibert, Assistant Secretary of Dreyfus-
Wilshire Target Funds, Inc. (the "Fund"), hereby certifies that set forth
below is a copy of the resolution adopted by the Fund's Board of Directors
authorizing the signing by Frederick C. Dey, Eric B. Fischman, Ruth D.
Leibert and John Pelletier on behalf of the proper officers of the Fund
pursuant to a power of attorney.
RESOLVED, that the Registration Statement and any and
all amendments and supplements thereto, may be signed by any one of
Frederick C. Dey, Eric B. Fischman, Ruth D. Leibert and John Pelletier as
the attorney-in-fact for the proper officers of the Fund, with full power of
substitution and resubstitution; and that the appointment of each of such
persons as such attorney-in-fact hereby is authorized and approved; and that
such attorneys-in-fact, and each of them, shall have full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection with such Registration Statement and any
and all amendments and supplements thereto, as fully to all intents and
purposes as the officer, for whom he or she is acting as attorney-in-fact,
might or could do in person.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the
Seal of the Fund on October 18, 1994.
/s/ Ruth D. Leibert
_________________________________
Ruth D. Leibert
Assistant Secretary
(SEAL)
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<DISTRIBUTIONS-OF-INCOME> 147
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<NUMBER-OF-SHARES-SOLD> 478
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<SHARES-REINVESTED> 11
<NET-CHANGE-IN-ASSETS> 364
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<PER-SHARE-NAV-BEGIN> 12.74
<PER-SHARE-NII> .152
<PER-SHARE-GAIN-APPREC> .650
<PER-SHARE-DIVIDEND> .231
<PER-SHARE-DISTRIBUTIONS> 0
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