April 1, 1996
DREYFUS-WILSHIRE TARGET FUNDS, INC.
SUPPLEMENT TO PROSPECTUS
DATED NOVEMBER 15, 1995
At a meeting held on April 1, 1996, the Fund's Board approved a
number of changes in the Fund's affairs. These changes include, effective May
31, 1996, the change in the name of the Fund to "Wilshire Target Funds,
Inc.," the appointment of a new administrator of the Fund, First Data
Investor Services Group, Inc. ("First Data"), and acceptance of the
resignation of the current administrator, The Dreyfus Corporation. At the
same time, First Data will also become the transfer and dividend disbursing
agent of the Fund and an affiliate of First Data, 440 Financial Distributors,
Inc. ("440 Financial"), will become the distributor of the Fund's shares.
At their meeting on April 1, 1996, the Board of Directors also
approved, subject to shareholder approval, a new investment advisory
agreement the (the "proposed agreement") with the present adviser to the
Fund, Wilshire Associates Incorporated ("Wilshire"), which is proposed to
become effective on May 31, 1996. Pursuant to the terms of the proposed
agreement, the Fund would pay Wilshire a monthly fee at the annual rate of
.25 of 1% of the value of each Portfolio's average daily net assets. However,
under the proposed agreement, for the three month period June 1, 1996 through
August 31, 1996 and the fiscal year September 1, 1996 through August 31,
1997, if the aggregate operating expenses of any Portfolio (exclusive of
interest, taxes, brokerage, 12b-1 plan fees and extraordinary expenses) for
such period exceed the specified "annual rate limit" for such Portfolio, the
investment advisory fee otherwise payable for that period by the Portfolio
under the proposed agreement would be reduced by the amount of the excess,
but the advisory fee would not be reduced below an annual rate of .10 of 1%
of such Portfolio's average daily net assets. The specified "annual rate
limit" for this fifteen month period for each Portfolio is, with certain
adjustments, based on its ratio of expenses to average net assets for the
fiscal year ended August 31, 1995 and would be .80 of 1% for the Large
Company Growth Portfolio, .77 of 1% for the Large Company Value Portfolio,
.91 of 1% for the Small Company Growth Portfolio and .66 of 1% for the Small
Company Value Portfolio.
The Board also approved, subject to shareholder approval, a proposed
shareholder services plan to be adopted under Rule 12b-1 under the Investment
Company Act of 1940 to replace the shareholder services plan presently in
effect. See the Prospectus section entitled "Shareholder Services Plan."
Under the proposed shareholder services plan, the Fund would reimburse 440
Financial at an annual rate of up to .25 of 1% of the value of the average
daily net assets attributable to Portfolio shares of the class presently
issued by the Fund for certain shareholder services provided by securities
dealers or other financial intermediaries. The shareholder services provided
may include personal services to shareholders and/or the maintenance of
shareholder accounts.
A special meeting of the Fund's shareholders to consider, among other
matters, the proposed investment advisory agreement with Wilshire and the
proposed shareholder services plan, is scheduled to be held on May 23, 1996.
A Proxy Statement for this meeting is expected to be mailed in mid-April to
shareholders of record as of April 10, 1996. The Proxy Statement will
describe the proposed investment advisory agreement and the proposed
shareholder services plan.
(CONTINUED ON REVERSE SIDE)
THE FOLLOWING INFORMATION SUPPLEMENTS OR REPLACES THE INFORMATION
CONTAINED IN THE SECTIONS OF THE FUND'S PROSPECTUS ENTITLED "MANAGEMENT OF
THE FUND," "SHAREHOLDER SERVICES" AND "HOW TO REDEEM FUND SHARES":
Dreyfus Transfer, Inc., a wholly-owned subsidiary of The Dreyfus
Corporation, is located at One American Express Plaza, Providence, Rhode
Island 02903, and serves as the Fund's Transfer and Dividend Disbursing Agent
(the "Transfer Agent").
Effective January 1, 1996, the telephone number for the following
transactions changed to
1-800-645-6561 or, for calls from overseas, 516-794-5452:
* Telephone Exchange Privilege
* Wire Redemption Privilege
* Telephone Redemption Privilege
WILSs040196
April 1, 1996
DREYFUS-WILSHIRE TARGET FUNDS, INC.
Supplement to Statement of Additional Information
Dated November 15, 1995
As of April 1, 1996, the Board of Directors of Dreyfus-Wilshire
Target Funds, Inc. consists of three people. The biographical information
for the three directors is set forth below.
*Thomas D. Stevens, Chairman of the Board, President and Director.
Senior Vice President and Principal of Wilshire Associates Incorporated
for more than the past five years. He is the Chief Investment Officer of
the Wilshire Asset Management division. Wilshire Asset Management is a
provider of index and structured equity and fixed income applications. He
is 46 years old and his address is c/o Wilshire Associates Incorporated,
1299 Ocean Avenue, Santa Monica, California 90401-1085.
Anne Wexler, Director. Chairman of the Wexler Group, consultants
specializing in government relations and public affairs for more than
fifteen years. She is also a director of Alumax, The Dreyfus Corporation,
Comcast Corporation and The New England Electric System, Nova Corporation,
and a member of the Board of the Carter Center of Emory University, the
Council of Foreign Relations, the National Park Foundation, Visiting
Committee of the John F. Kennedy School of Government at Harvard
University and the Board of Visitors of the University of Maryland School
of Public Affairs. She is 65 years old and her address is c/o The Wexler
Group, 1317 F Street, N.W., Suite 600, Washington, D.C. 20004.
Dewitt F. Bowman, Director. Since January 1994, Pension Investment
Consultant providing advice on large pension fund investment strategy, new
product evaluation and integration, and large plan investment analysis and
management. For more than four years prior thereto, he was Chief
Investment Officer of the California Public Employees Retirement System.
He currently serves as a director of the RREEF America REIT, RCM Equity
Funds, Inc., Brandes Investment Trust, and as a trustee of the Pacific Gas
and Electric Nuclear Decommissioning Trust. He is 65 years old and his
address is 79 Eucalyptus Knoll, Mill Valley, California 94941.
Each Director who is deemed to be an "interested person" of the Fund,
as defined in the 1940 Act, is indicated by an asterisk.
On April 1, 1996, the following persons were elected by the Board of
Directors as additional officers of the Fund:
Julie A. Tedesco, Vice President and Assistant Secretary. Since May
1994, Counsel to First Data Investor Services Group, Inc. From July 1992
to May 1994, Assistant Vice President and Counsel of The Boston Company.
From 1988 to 1992, Ms. Tedesco was an associate in the Boston law firm of
Hutchins, Wheeler & Dittmar. She is 38 years old and her address is c/o
First Data Investor Services Group, Inc., 53 State Street, Boston,
Massachusetts 02109.
Therese M. Hogan, Vice President and Assistant Secretary. Since June
1994, Manager (State Regulation) of First Data Investor Services Group,
Inc. From October 1993 to June 1994, Senior Legal Assistant at Palmer &
Dodge, Boston, Massachusetts. For more than eight years prior thereto, a
paralegal at Robinson & Cole in Hartford, Connecticut. She is 34 years
old and her address is c/o First Data Investor Services Group, Inc., 53
State Street, Boston, Massachusetts 02109.
